WERNER HOLDING CO INC /PA/
EXHIBIT 10.7
<DOCUMENT>
<TYPE>EX-10.7
<SEQUENCE>11
<FILENAME>l02061aexv10w7.txt
<DESCRIPTION>EXHIBIT 10.7
<TEXT>
<PAGE>

                                                                  EXECUTION COPY

                                                                    EXHIBIT 10.7

                          WERNER HOLDING CO. (DE), INC.

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

                                CREDIT AGREEMENT

                            dated as of June 11, 2003

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

                                  $230,000,000

                         Senior Secured Credit Facilities

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

                              JPMORGAN CHASE BANK,

                            as Administrative Agent,

                         CITIGROUP GLOBAL MARKETS INC.,

                              as Syndication Agent,

                                      and

                        J.P. MORGAN SECURITIES, INC. and
                         CITIGROUP GLOBAL MARKETS INC.,

                    as Joint Lead Arrangers and Joint Bookrunners

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                           PAGE
<S>                                                                                                        <C>
SECTION 1.       DEFINITIONS..........................................................................       2
        1.1      Defined Terms........................................................................       2
        1.2      Other Definitional Provisions........................................................      25

SECTION 2.       TERM LOANS...........................................................................      25
        2.1      Term Loans...........................................................................      25
        2.2      Repayment of Term Loans..............................................................      25
        2.3      Use of Proceeds......................................................................      25

SECTION 3.       AMOUNT AND TERMS OF REVOLVING CREDIT COMMITMENTS.....................................      26
        3.1      Revolving Credit Commitments.........................................................      26
        3.2      Commitment Fee.......................................................................      26
        3.3      Proceeds of Revolving Credit Loans...................................................      26
        3.4      Swing Line Commitment................................................................      26
        3.5      Issuance of Letters of Credit........................................................      28
        3.6      Participating Interests..............................................................      29
        3.7      Procedure for Opening Letters of Credit..............................................      29
        3.8      Reimbursement........................................................................      29
        3.9      Letter of Credit Fees................................................................      30
        3.10     Letter of Credit Reserves............................................................      31
        3.11     Further Assurances...................................................................      32
        3.12     Obligations Absolute.................................................................      32
        3.13     Assignments..........................................................................      33
        3.14     Participations.......................................................................      33
        3.15     Replacement of the Issuing Lender....................................................      33

SECTION 4.        [RESERVED]..........................................................................      33

SECTION 5.       GENERAL PROVISIONS APPLICABLE TO LOANS...............................................      33
        5.1      Procedure for Borrowing..............................................................      33
        5.2      Conversion and Continuation Options..................................................      34
        5.3      Changes of Commitment Amounts........................................................      35
        5.4      Optional and Mandatory Prepayments; Repayments of Term Loans.........................      36
        5.5      Interest Rates and Payment Dates.....................................................      41
        5.6      Computation of Interest and Fees.....................................................      42
        5.7      Certain Fees.........................................................................      42
        5.8      Liability to Determine Interest Rate.................................................      42
        5.9      Pro Rata Treatment and Payments......................................................      43
        5.10     Illegality...........................................................................      45
        5.11     Requirements of Law..................................................................      46
        5.12     Indemnity............................................................................      49
</TABLE>

                                       i

<PAGE>

<TABLE>
<CAPTION>
                                                                                                            PAGE
<S>                                                                                                         <C>
        5.13     Repayment of Loans; Evidence of Debt..................................................      49
        5.14     Replacement of Lenders................................................................      50

SECTION 6.       REPRESENTATIONS AND WARRANTIES........................................................      50
        6.1      Financial Condition...................................................................      50
        6.2      No Change.............................................................................      51
        6.3      Corporate Existence; Compliance with Law..............................................      52
        6.4      Corporate Power; Authorization........................................................      52
        6.5      Enforceable Obligations...............................................................      53
        6.6      No Legal Bar..........................................................................      53
        6.7      No Material Litigation................................................................      53
        6.8      Investment Company Act................................................................      54
        6.9      Federal Regulation....................................................................      54
        6.10     No Default............................................................................      54
        6.11     Taxes.................................................................................      54
        6.12     Subsidiaries; Immaterial Subsidiaries.................................................      55
        6.13     Ownership of Property; Liens..........................................................      55
        6.14     ERISA.................................................................................      55
        6.15     Collateral Documents..................................................................      56
        6.16     Copyrights, Patents, Permits, Trademarks and Licenses.................................      57
        6.17     Environmental Matters.................................................................      57
        6.18     Accuracy and Completeness of Information..............................................      58
        6.19     Solvency..............................................................................      58
        6.20     Labor Matters.........................................................................      58

SECTION 7.       CONDITIONS PRECEDENT..................................................................      59
        7.1      Conditions to Initial Loans and Letters of Credit.....................................      59
        7.2      Conditions to All Loans and Letters of Credit.........................................      63

SECTION 8.       AFFIRMATIVE COVENANTS.................................................................      64
        8.1      Financial Statements..................................................................      64
        8.2      Certificates; Other Information.......................................................      65
        8.3      Payment of Obligations................................................................      67
        8.4      Conduct of Business and Maintenance of Existence......................................      67
        8.5      Maintenance of Property; Insurance....................................................      67
        8.6      Inspection of Property; Books and Records; Discussions................................      68
        8.7      Notices...............................................................................      68
        8.8      Environmental Laws....................................................................      69
        8.9      Additional Collateral.................................................................      70
SECTION 9.       NEGATIVE COVENANTS....................................................................      72
        9.1      Indebtedness..........................................................................      73
        9.2      Limitation on Liens...................................................................      75
        9.3      Limitation on Contingent Obligations..................................................      77
        9.4      Prohibition of Fundamental Changes....................................................      77
        9.5      Prohibition on Sale of Assets.........................................................      78
</TABLE>

                                      -ii-

<PAGE>

<TABLE>
<CAPTION>
                                                                                                           PAGE
<S>                                                                                                        <C>
        9.6      Limitation on Investments, Acquisitions, Loans and Advances.........................       79
        9.7      Capital Expenditures................................................................       82
        9.8      Interest Rate Agreements............................................................       83
        9.9      Debt to EBITDA......................................................................       83
        9.10     Interest Coverage...................................................................       84
        9.11     [RESERVED]..........................................................................       84
        9.12     Limitation on Dividends.............................................................       84
        9.13     Transactions with Affiliates........................................................       85
        9.14     Prepayments and Amendments of Permanent Subordinated Debt...........................       86
        9.15     Limitation on Changes in Fiscal Year................................................       86
        9.16     Limitation on Business..............................................................       86
        9.17     Designated Senior Indebtedness......................................................       86

SECTION 10.      EVENTS OF DEFAULT...................................................................       87

SECTION 11.      THE AGENTS; THE ISSUING LENDER......................................................       90
        11.1     Appointment.........................................................................       90
        11.2     Delegation of Duties................................................................       90
        11.3     Exculpatory Provisions..............................................................       90
        11.4     Reliance by the Administrative Agent................................................       90
        11.5     Notice of Default...................................................................       91
        11.6     Non-Reliance on Agents and Other Lenders............................................       91
        11.7     Indemnification.....................................................................       92
        11.8     Each Agent in its Individual Capacity...............................................       92
        11.9     Successor Administrative Agent......................................................       92
        11.10    Issuing Lender as Issuer of Letters of Credit.......................................       93

SECTION 12.      MISCELLANEOUS.......................................................................       93
        12.1     Amendments and Waivers..............................................................       93
        12.2     Notices.............................................................................       94
        12.3     No Waiver; Cumulative Remedies......................................................       95
        12.4     Survival of Representations and Warranties..........................................       96
        12.5     Payment of Expenses and Taxes.......................................................       96
        12.6     Successors and Assigns; Participations and Assignments..............................       97
        12.7     Set-off ............................................................................      101
        12.8     Payments Pro Rata...................................................................      102
        12.9     Counterparts........................................................................      102
        12.10    Governing Law; No Third Party Rights................................................      102
        12.11    Submission to Jurisdiction; Waivers.................................................      103
        12.12    Releases............................................................................      103
        12.13    Interest............................................................................      103
        12.14    Special Indemnification.............................................................      104
        12.15    Permitted Payments and Transactions.................................................      105
        12.16    [RESERVED]..........................................................................      105
        12.17    Certain Provisions Regarding Alabama Mortgaged Property.............................      105
</TABLE>

                                      -iii-

<PAGE>

<TABLE>
SCHEDULES
<S>                           <C>
Schedule I                    List of Addresses for Notices; Lending Offices;
                              Commitment Amounts
Schedule II                   Pricing Fee Grid
Schedule 6.7                  Litigation
Schedule 6.12                 Subsidiaries
Schedule 6.13                 Fee and Leased Properties
Schedule 6.15(b)              UCC Filing Offices
Schedule 6.16                 Patents, Trademarks and Copyrights
Schedule 6.17                 Environmental
Schedule 9.1(a)               Existing Indebtedness
Schedule 9.2(h)               Existing Liens
Schedule 9.3(d)               Existing Contingent Obligations

EXHIBITS

EXHIBIT A                     Form of Term Loan Note
EXHIBIT B                     Form of Revolving Credit Note
EXHIBIT C                     [RESERVED]
EXHIBIT D                     Form of Swing Line Note
EXHIBIT E                     Form of Assignment and Acceptance
EXHIBIT F                     Form of Collateral Agreement
EXHIBIT G-1                   Form of Holdings Guarantee
EXHIBIT G-2                   Form of Subsidiary Guarantee
EXHIBIT H                     Form of Holdings Pledge Agreement
EXHIBIT I                     Form of Subsection 5.11(d)(2) Certificate
EXHIBIT J-1                   Form of Opinion of Gibson, Dunn & Crutcher LLP
EXHIBIT 1-2                   Form of Opinion of General Counsel to the Comp
EXHIBIT K-1                   Form of Holdings Closing Certificate
EXHIBIT K-2                   Form of Company Closing Certificate
EXHIBIT K-3                   Form of Subsidiaries Closing Certificate
EXHIBIT L                     Form of Mortgage
</TABLE>

                                       iv

<PAGE>

                  CREDIT AGREEMENT, dated as of June 11, 2003, among WERNER
HOLDING CO. (DE), INC., a Delaware corporation (the "Company"), the several
lenders from time to time parties hereto (the "Lenders"). CITIGROUP GLOBAL
MARKETS INC., as syndication agent (in such capacity, the "Syndication Agent").
CITIGROUP GLOBAL MARKETS INC. and J. P. MORGAN SECURITIES, INC., as joint lead
arrangers and joint bookrunners (in such capacity, the "Arrangers"), and
JPMORGAN CHASE BANK, as administrative agent for the Lenders (in such capacity,
the "Administrative Agent" and, together with the Syndication Agent, the
"Agents").

                              W I T N E S S E T H:

                  WHEREAS, the Company is party to a Credit Agreement, dated as
of November 24, 1997, as amended by the First Amendment, dated as of June
30, 2001 (as so amended, the "Existing Credit Agreement"), between the Company,
the several lenders from time to time parties thereto and Deutsche Bank Trust
Company Americas, as administrative agent;

                  WHEREAS, Green Equity Investors III, L.P., ("GEI"), Werner
Holding Co. (PA), Inc., a Pennsylvania corporation ("Holdings") and certain
shareholders of Holdings have entered into a Recapitalization and Stock Purchase
Agreement, dated as of May 7, 2003 (together with any schedules attached
thereto, as amended, supplemented or otherwise modified from time to time, the
"Recapitalization Agreement"), which will effect a recapitalization (the
"Recapitalization") of Holdings, which shall include a sale of capital stock of
Holdings to GEI and its affiliates (the "GEI Investors") for approximately
$65,000,000;

                  WHEREAS, in connection with the Recapitalization, the Company
intends (i) to refinance and replace its existing credit facilities under the
Existing Credit Agreement in the aggregate principal amount of approximately
$185,000,000, (ii) to provide funds to Holdings for the redemption of an
aggregate amount of approximately $150,000,000 of its capital stock and payments
to management in connection with option cancellations and bonus payments, (iii)
to obtain consents (the "Noteholder Consents") required from the holders of the
Company's 10.0% Senior Subordinated Notes Due November 15, 2007 (as amended,
supplemented or otherwise modified from time to time, the "Senior Subordinated
Notes") in connection with the Transactions (as defined below) and (iv) to pay
fees and expenses relating to the Transactions of approximately $20,000,000
(including payments in respect of the Noteholder Consents) (the Recapitalization
and the other transactions described in the foregoing recitals are collectively
referred to herein as the "Transactions"):

                  WHEREAS, upon the consummation of the Transactions, GEI will
own approximately 22% of the outstanding capital stock of Holdings and the
remainder will be held by Investcorp S.A., a Luxembourg corporation
("Investcorp"), certain affiliated entities and other investors and certain
management of the Company and existing shareholders of Holdings (together with
GEI Investors, the "Investor Group");

                  WHEREAS, Holdings and the Company intend to finance the
Transactions from the following sources: (a) $65,000,000 in participating
convertible preferred equity (consisting of a cash investment of $65,000,000
from the GEI Investors); (b) borrowings under the senior

<PAGE>

secured credit facilities provided for herein; (c) funds provided by the A/R
Facility; and (d) cash of the Company; and

                  WHEREAS, the Company has requested the Lenders to make loans
and other extensions of credit available to the Company to enable the Company to
finance a portion of the Transactions and for the other purposes set forth
herein;

                  NOW, THEREFORE, the Company, the Administrative Agent, the
Syndication Agent, the Arrangers and the Lenders agree as follows:

                  SECTION 1. DEFINITIONS

                  1.1 Defined Terms. As used in this Agreement, the terms
defined in the caption hereto shall have the meanings set forth therein, and the
following terms have the following meanings:

                  "Accepting Lenders": as defined in subsection 5.4(c)(vii).

                  "Acquired Capital Expenditures": as defined in subsection 9.7.
                  "Acquired Person": as defined in subsection 9.7.

                  "Additional Mortgage": as defined in subsection 8.9(f).

                  "Adjusted Working Capital": at any time shall mean an amount
equal to the Consolidated Current Assets at such time minus Consolidated Current
Liabilities at such time.

                  "Adjustment Date": as defined in the definition of Applicable
Margin.

                  "Administrative Agent": as defined in the preamble hereto.

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

                  "Affected Eurodollar Loans": as defined in subsection 5.4(b).

                  "Affiliate": of any Person (a) any Person (other than the
Company or a Subsidiary) which, directly or indirectly, is in control of, is
controlled by, or is under common control with such Person, or (b) any Person
who is a director or officer (i) of such Person, (ii) of any Subsidiary of such
Person or (iii) of any Person described in clause (a) above. For purposes of
this definition, control of a Person shall mean the power, direct or indirect,
(x) to vote 25% or more of the securities having ordinary voting power for the
election of directors of such Person, whether by ownership of securities,
contract, proxy or otherwise, or (y) to direct or cause the direction of the
management and policies of such Person, whether by ownership of securities,
contract, proxy or otherwise.

                  "Agents": as defined in the preamble hereto.

                                        2

<PAGE>

                  "Agreement": this Credit Agreement, as amended, supplemented
or otherwise modified from time to time.

                  "Alternate Base Rate": for any day, a rate per annum (rounded
upwards, if necessary, to the next 1/16 of 1%) equal to the greatest of (a) the
Prime Rate in effect on such day, (b) the Base CD Rate in effect on such day
plus 1/2 of 1% and (c) the Federal Funds Effective Rate in effect on such day
plus 1/2 of 1%. For purposes hereof: "Prime Rate" shall mean the rate of
interest per annum publicly announced from time to time by the Administrative
Agent as its prime rate in effect at its principal office in New York City (the
Prime Rate not being intended to be the lowest rate of interest charged by the
Administrative Agent in connection with extensions of credit to debtors); "Base
CD Rate" shall mean the sum of (a) the product of (i) the Three-Month Secondary
CD Rate and (ii) a fraction, the numerator of which is one and the denominator
of which is one minus the C/D Reserve Percentage and (b) the C/D Assessment
Rate; "Three-Month Secondary CD Rate" shall mean, for any day, the secondary
market rate for three-month certificates of deposit reported as being in effect
on such day (or, if such day shall not be a Business Day, the next preceding
Business Day) by the Board through the public information telephone line of the
Federal Reserve Bank of New York (which rate will, under the current practices
of the Board, be published in Federal Reserve Statistical Release H.I5(519)
during the week following such day), or, if such rate shall not be so reported
on such day or such next preceding Business Day, the average of the secondary
market quotations for three-month certificates of deposit of major money center
banks in New York City received at approximately 10:00 A.M., New York City time,
on such day (or, if such day shall not be a Business Day, on the next preceding
Business Day) by the Administrative Agent from three New York City negotiable
certificate of deposit dealers of recognized standing selected by it; and
"Federal Funds Effective Rate" shall mean, for any day, the weighted average of
the rates on overnight federal funds transactions with members of the Federal
Reserve System arranged by federal funds brokers, as published on the next
succeeding Business Day by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day that is a Business Day, the average of the
quotations for the day of such transactions received by the Administrative Agent
from three federal funds brokers of recognized standing selected by it. If for
any reason the Administrative Agent shall have determined (which determination
shall be conclusive absent manifest error) that it is unable to ascertain the
Federal Funds Effective Rate for any reason, including the inability or failure
of the Administrative Agent to obtain sufficient quotations in accordance with
the terms thereof, the Alternate Base Rate shall be determined without regard to
clause (c) of the first sentence of this definition, as appropriate, until the
circumstances giving rise to such inability no longer exist. Any change in the
Alternate Base Rate due to a change in the Prime Rate, the Base CD Rate or the
Federal Funds Effective Rate shall be effective as of the opening of business on
the effective day of such change in the Prime Rate, the Base CD Rate or the
Federal Funds Effective Rate, respectively.

                  "Alternate Base Rate Loans": Loans at such time as they are
made and/or being maintained at a rate of interest based upon the Alternate Base
Rate.

                  "Applicable Margin": for Term Loans, Revolving Credit Loans
and Swing Line Loans of the Types set forth below, the rate per annum set forth
under the relevant column heading opposite such Loans below:

                                        3

<PAGE>

<TABLE>
<CAPTION>
                                Alternate Base
                                     Rate               Eurodollar
                                    Loans                  Loans
                                    -----                  -----
<S>                             <C>                     <C>
Term Loans                           1.75%                 2.75%
Revolving Credit Loans and           2.00%                 3.00%
  Swing Line Loans
</TABLE>

; provided that the Applicable Margin with respect to Revolving Credit Loans and
Swing Line Loans will be adjusted on each Adjustment Date (as defined below) to
the applicable rate per annum set forth in the pricing grid attached hereto as
Schedule II based on the Leverage Ratio as determined from the relevant
financial statements delivered pursuant to subsection 8.1(a) or (b). Changes in
the Applicable Margin resulting from changes in the Leverage Ratio shall become
effective on the date (the "Adjustment Date") on which such financial statements
are delivered to the Lenders (but in any event not later than the 50th day after
the end of each of the first three quarterly periods of each fiscal year or the
95th day after the end of each fiscal year as the case may be) and shall remain
in effect until the next change to be effected pursuant to this definition,
provided that (a) the Applicable Margin shall be initially the rate per annum
set forth under the relevant column heading above; (b) the first Adjustment Date
shall not occur until the date of delivery of financial statements pursuant to
subsection 8.1(a) for the fiscal year ended December 31, 2003; (c) if for any
reason the financial statements required by subsection 8.1(a) or (b), as the
case may be, are not timely delivered to the Lenders, the Applicable Margin
shall be (i) during the period from the date upon which such financial
statements were required to be delivered until the date upon which they actually
are delivered, the Applicable Margin in effect immediately prior to the date
such financial statements were due, and (ii) if such financial statements, when
actually delivered, would have required an increase in the Applicable Margin
over the Applicable Margin in effect immediately prior to the date such
financial statements were due, the Company shall promptly following the delivery
of such financial statements pay to the Lenders and the Administrative Agent any
additional amounts of interest or fees which would have been payable on any
previous Interest Payment Date had such higher Applicable Margin been in effect
from the date such financial statements were required to be delivered; and (d)
if any Event of Default shall have occurred and be continuing on any Adjustment
Date, the Applicable Margins for the various Types and Tranches of Loans shall
in no event be reduced on such Adjustment Date (from the Applicable Margins as
in effect immediately before such Adjustment Date) until such Event of Default
is cured or waived.

                  "Approved Fund": as defined in subsection 12.6(c).

                  "A/R Facility": Receivables Purchase Agreement dated as of May
29, 1998 among Werner Funding Corporation, Werner Co., Market Street Funding
Corporation and PNC Bank, National Association and related documentation, all as
amended as of May 28, 2003, as amended, supplemented or otherwise modified from
time to time.

                  "Arrangers": as defined in the recitals hereto.

                  "Asset Sale": any sale, sale-leaseback, or other disposition
by the Company or any Subsidiary restricted by subsection 9.5 of any of its
property or assets, including the stock of

                                       4

<PAGE>

any Subsidiary, except sales and dispositions permitted by subsections 9.5(a),
(b), (c), (f), (g), (h) and (k).

                  "Assignee": as defined in subsection 12.6(c).

                  "Assignment and Acceptance": an assignment and acceptance
substantially in the form of Exhibit E.

                  "Available Revolving Credit Commitment": as to any Lender, at
a particular time, an amount equal to (a) the amount of such Lender's Revolving
Credit Commitment at such time less (b) the sum of (i) the aggregate unpaid
principal amount at such time of all Revolving Credit Loans made by such Lender
pursuant to subsection 3.1, (ii) such Lender's Revolving Credit Commitment
Percentage of the aggregate unpaid principal amount at such time of all Swing
Line Loans, provided that for purposes of calculating the Revolving Credit
Commitments pursuant to subsection 3.2 the amount referred to in this clause
(ii) shall be zero, (iii) such Lender's L/C Participating Interest in the
aggregate amount available to be drawn at such time under all outstanding
Letters of Credit issued by the Issuing Lender and (iv) such Lender's Revolving
Credit Commitment Percentage of the aggregate outstanding amount of L/C
Obligations; collectively, as to all the Lenders, the "Available Revolving
Credit Commitments".

                  "Bankruptcy Code": Title I of the Bankruptcy Reform Act of
1978, as amended and codified at Title 11 of the United States Code.

                  "Base Amount": as defined in subsection 9.7.

                  "Board": the Board of Governors of the Federal Reserve System,
together with any successor.

                  "Borrowing Date": any Business Day specified in a notice
pursuant to (a) subsection 3.4 or 5.1 as a date on which the Company requests
the Swing Line Lender or the Lenders to make Loans hereunder or (b) subsection
3.5 as a date on which the Company requests the Issuing Lender to issue a Letter
of Credit hereunder.

                  "Business Day": with respect to Eurodollar Loans, a day other
than a Saturday, Sunday or other day on which commercial banks in New York City
or London are authorized or required to close; for all other purposes under this
Agreement, a day other than a Saturday, Sunday or other day on which commercial
banks in New York City are authorized or required to close.

                  "Capital Expenditures": for any period, all amounts which
would, in accordance with GAAP, be set forth as capital expenditures (exclusive
of any amount attributable to capitalized interest) on the consolidated
statement of cash flows or other similar statement of the Company and its
Subsidiaries for such period and shall in any event include expenditures in
connection with acquisitions the Company elects to be included as Capital
Expenditures pursuant to subsection 9.6(g)(B) but shall exclude (x) any
expenditures made with the proceeds of condemnation or eminent domain
proceedings affecting real property or with insurance proceeds and (y) any
expenditures made in connection with subsections 9.6(g)(A) and 9.6(h); provided

                                       5
<PAGE>

that, any Capital Expenditures financed with the proceeds of any Indebtedness
permitted hereunder (other than Indebtedness incurred hereunder) shall be deemed
to be a Capital Expenditure only in the period in which, and by the amount
which, any principal of such Indebtedness is repaid.

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

                  "Cash Equivalents": (a) securities issued or directly and
fully guaranteed or insured by the United States or any agency or
instrumentality thereof having maturities of not more than six months from the
date of acquisition, (b) certificates of deposit and eurodollar time deposits
with maturities of one year or less from the date of acquisition, bankers'
acceptances with maturities not exceeding one year and overnight bank deposits,
in each case with any Lender or with any domestic (in the case of any
investments, acquisitions or holdings by the Company or its Domestic
Subsidiaries) commercial bank or trust company having capital and surplus in
excess of $500,000,000, (c) repurchase obligations with a term of not more than
seven days for underlying securities of the types described in clauses (a) and
(b) entered into with any financial institution meeting the qualifications
specified in clause (b) above, (d) commercial paper having the highest rating
obtainable from S&P or Moody's and in each case maturing within one year after
date of acquisition; (e) investment funds investing 95% of their assets in
securities of the type described in clauses (a)-(d) above, (f) readily
marketable direct obligations issued by any state of the United States or any
political subdivision thereof having one of the two highest rating categories
obtainable from either S&P or Moody's and (g) indebtedness with a rating of "A"
or higher from S&P or "A2" or higher from Moody's.

                  "C/D Assessment Rate": for any day the net annual assessment
rate (rounded upwards, if necessary, to the next 1/100 of 1%) determined by the
Administrative Agent to be payable on such day to the Federal Deposit Insurance
Corporation or any successor ("FDIC") for FDIC's insuring time deposits made in
Dollars at offices of the Administrative Agent in the United States.

                  "C/D Reserve Percentage": for any day as applied to any Base
CD Rate, that percentage (expressed as a decimal) which is in effect on such
day, as prescribed by the Board for determining maximum reserve requirement for
a Depositary Institution (as defined in Regulation D of the Board) in respect of
new non-personal time deposits in Dollars having a maturity of 30 days or more.

                  "Change in Law": with respect to any Lender, the adoption of,
or change in, any law, rule, regulation, policy, guideline or directive (whether
or not having the force of law) or any change in the interpretation or
application thereof by any Governmental Authority having jurisdiction over such
Lender, in each case after the Closing Date.

                  "Change of Control": shall be considered to have occurred if
(i) at any time prior to an IPO by Holdings or the Company, Investcorp or any of
its Affiliates (provided that for

                                        6

<PAGE>

purposes of this definition only the reference to 25% in the definition of
Affiliate contained in subsection 1.1 shall be deemed to be 51%) or
Subsidiaries, existing shareholders of Holdings (as of the date hereof), any
Person that is a member of the senior management of the Company or Holdings, or
any entity the majority of the equity ownership interests of which is owned by
such senior management of the Company or Holdings, shall cease to own, directly
or indirectly, in the aggregate with all other such Persons, at least 51% of the
issued and outstanding voting stock of Holdings, free and clear of all Liens,
(ii) at any time after an IPO by Holdings or the Company, any Person (other than
Investcorp, any of its Affiliates or Subsidiaries, any Person that is a member
of the senior management of the Company or Holdings, any entity the majority of
the equity ownership interests of which is owned by such senior management of
the Company or Holdings, any Person acting in the capacity of an underwriter or,
in the case of the Company, Holdings), whether singly or in concert with one or
more Persons, shall, directly or indirectly, have acquired, or acquire the power
(x) to vote or direct the voting of 30% or more, on a fully diluted basis, of
the outstanding common stock of Holdings or the Company or (y) to elect or
designate for election a majority of the Board of Directors of Holdings or the
Company by voting power, contract or otherwise or (iii) at any time (whether
before or after an IPO by Holdings), Holdings for any reason ceases to own 100%
of the outstanding Capital Stock of the Company (other than common (or other
voting) stock of the Company sold pursuant to an IPO of the Company); provided
that, notwithstanding any of the foregoing, in the event that the Senior
Subordinated Notes are refinanced or modified as contemplated in the definition
of "Early Maturity Date" below and the change of control provision in the
indenture with respect to such refinancing includes GEI Investors as a
"permitted holder", no Change of Control shall occur for purposes of this
Agreement thereafter as a result of GEI Investors obtaining the right to elect,
or so electing, a majority of directors of Holdings.

                  "Closing Date": the date (which shall be on or prior to June
30, 2003) on which the Lenders make their initial Loans.

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

                  "Collateral": all assets of the Credit Parties, now owned or
hereafter acquired, upon which a Lien is purported to be created by any Security
Document.

                  "Collateral Agreement": the Collateral Agreement,
substantially in the form of Exhibit F, to be made by the Company and each
Subsidiary Guarantor in favor of the Administrative Agent, for the ratable
benefit of the Lenders, as the same may be amended, modified or supplemented
from time to time.

                  "Commercial L/C": a commercial documentary Letter of Credit
under which the Issuing Lender agrees to make payments in Dollars for the
account of the Company, on behalf of the Company or a Subsidiary, in respect of
obligations of the Company or such Subsidiary in connection with the purchase of
goods or services in the ordinary course of business.

                  "Commitment": as to any Lender at any time, such Lender's
Swing Line Commitment, Term Loan Commitment and Revolving Credit Commitment and
Receivables Financing Commitment; collectively, as to all the Lenders, the
"Commitments".

                                        7

<PAGE>

                  "Commitment Percentage": as to any Lender at any time, its
Term Loan Commitment Percentage or Revolving Credit Commitment Percentage, as
the context may require.

                  "Commonly Controlled Entity": an entity, whether or not
incorporated, which is under common control with the Company within the meaning
of Section 4001 of ERISA or is part of a group which includes the Company and
which is treated as a single employer under Section 414(b) or (c) of the Code.

                  "Company": as defined in the preamble hereto.

                  "Consent Solicitation Statement": the Consent Solicitation
Statement, dated May 16, 2003, as amended by the materials filed by the Company
under Form 8-K with the Securities and Exchange Commission on May 29, 2003, with
respect to the Senior Subordinated Notes.

                  "Consolidated Current Assets": at a particular date, all
amounts (other than cash and Cash Equivalents) which would, in conformity with
GAAP, be included under current assets on a consolidated balance sheet of the
Company and its Subsidiaries as at such date.

                  "Consolidated Current Liabilities": at a particular date, all
amounts which would, in conformity with GAAP, be included under current
liabilities on a consolidated balance sheet of the Company and its Subsidiaries
as at such date, excluding the current portion of long-term debt and the entire
outstanding principal amount of the Loans.

                  "Consolidated EBITDA": for any period, the Consolidated Net
Income of the Company and its Subsidiaries for such period, plus (or minus, in
the case of non-cash gains described in clause (r) below), without duplication
and to the extent reflected as a charge (or gain) in the statement of such
Consolidated Net Income for such period, the sum of (a) total income tax expense
(including, without duplication, dividends or distributions for taxes paid
pursuant to subsection 9.12(f)), (b) interest expense (including, for this
purpose, Receivables Facility Interest Expense, whether or not same would
constitute interest expense in accordance with GAAP), amortization or writeoff
of debt discount, debt issuance, warrant and other equity issuance costs and
commissions, discounts, redemption premium and other fees and charges associated
with the Loans, letters of credit permitted hereunder, Financing Leases, the
Permanent Subordinated Debt or the acquisition or repayment of any debt
securities of the Company permitted hereunder, and net costs associated with
Interest Rate Agreements to which the Company is a party in respect of the Loans
(including commitment fees and other periodic bank charges), (c) costs of surety
bonds, (d) depreciation and amortization expense, (e) amortization of inventory
write-up under APB 16, amortization of intangibles (including, but not limited
to, goodwill and costs of interest-rate caps and the cost of non-competition
agreements) and organization costs, (f) non-cash amortization of Financing
Leases, (g) franchise taxes, (h) the fees, expenses and other costs incurred in
connection with the Transactions, including payments to management of the
Company or Holdings contemplated by the Recapitalization Agreement (including
any payments of bonuses to management in connection therewith), in each case, to
the extent that such fee, expense or cost was disclosed in the Consent
Solicitation Statement,

                                        8

<PAGE>

together with all other management fees paid as contemplated by subsection 12.15
and charges related to management fees prepaid in connection with the
Transactions, (i) all cash dividend payments (and non-cash dividend expenses) on
any series of preferred stock, (j) any expenses, fees and other costs incurred
in connection with any merger, any acquisition, financing or joint venture
permitted herein, (k) any other write-downs, write-offs, minority interests and
other non-cash charges or expenses, (l) insurance reserves less cash payments in
respect of such reserves, (m) any non-cash restructuring or other type of
non-cash special charge or reserve, (n) expenses and charges related to any
equity offering, (o) expenses consisting of internal software development costs
that are expensed during the period but could have been capitalized in
accordance with GAAP, (p) securitization expense, (q) nonrecurring litigation or
claim settlement charges or expenses and (r) losses or charges (or minus any
gains) from the sale of assets outside the ordinary course of business, together
with any related provisions for taxes on such gain or loss or charges; provided
that (i) the cumulative effect of a change in accounting principles (effected
either through cumulative effect adjustment or a retroactive application) shall
be excluded, (ii) the net income of any Person acquired in a pooling of
interests transaction for any period prior to the date of such acquisition shall
be excluded, (iii) the impact of foreign currency and hedging translations and
transactions shall be excluded, (iv) all other extraordinary gains, losses and
charges shall be excluded, (v) all non-cash nonrecurring gains, losses and
charges shall be excluded and (vi) (I) nonrecurring losses and charges relating
to the Company's manufacturing optimization program up to a maximum aggregate
amount of $ 15,000,000, and (II) additional nonrecurring losses and charges up
to a maximum aggregate amount of $5,000,000 in each fiscal year of the Company,
shall be excluded.

                  "Consolidated Funded Indebtedness": at a particular date, the
sum of (x) all Indebtedness (other than Indebtedness described in clauses (b),
(c) or (f) of the definition of "Indebtedness" included in this subsection 1.1),
of the Company and its Subsidiaries determined on a consolidated basis in
accordance with GAAP at such date and (y) without duplication of amounts already
included pursuant to preceding clause (x), the aggregate amount of all
Receivables Facility Attributed Indebtedness then outstanding.

                  "Consolidated Net Income": for any period, net income of the
Company and its Subsidiaries, determined on a consolidated basis in accordance
with GAAP; provided that: (i) the net income (but not loss) of any Person that
is not a Subsidiary or that is accounted for by the equity method of accounting
shall be included only to the extent of the amount of dividends or distributions
paid in cash to the Company or a Wholly-Owned Subsidiary, (ii) net income of any
Subsidiary shall be excluded to the extent that the declaration or payment of
dividends or similar distributions by that Subsidiary of that net income is
prohibited or not permitted at the date of determination and (iii) Consolidated
Net Income shall be reduced by, without duplication, dividends or distributions
paid by the Company pursuant to subsections 9.12(e) and (f).

                  "Contingent Obligation": as to any Person, any obligation of
such Person guaranteeing or in effect guaranteeing any Indebtedness ("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 (a) to purchase any such primary obligation or
any property constituting direct or indirect security therefor, (b) to advance
or supply funds (i) for the purchase or payment of any such primary obligation
or (ii) to maintain

                                        9

<PAGE>

working capital or equity capital of the primary obligor or otherwise to
maintain the net worth or solvency of the primary obligor, (c) 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 (d) otherwise to assure or hold harmless
the owner of any such primary obligation against loss in respect thereof;
provided, that the term Contingent Obligation shall not include endorsements of
instruments for deposit or collection in the ordinary course of business. The
amount of any Contingent Obligation shall be deemed to be an amount equal to the
stated or determinable amount (based on the maximum reasonably anticipated net
liability in respect thereof as determined by the Company in good faith) of the
primary obligation or portion thereof in respect of which such Contingent
Obligation is made or, if not stated or determinable, the maximum reasonably
anticipated net liability in respect thereof (assuming such Person is required
to perform thereunder) as determined by the Company in good faith.

                  "Contractual Obligation": as to any Person, any provision of
any security issued by such Person or of any agreement, instrument or
undertaking to which such Person is a party or by which it or any of the
property owned by it is bound.

                  "Credit Documents": the collective reference to this
Agreement, the Notes, the Holdings Pledge Agreement, the Security Agreements,
the Mortgages and the Guarantees.

                  "Credit Parties": the collective reference to Holdings, the
Company and each Subsidiary which may from time to time be party to a Credit
Document (other than any Foreign Subsidiary).

                  "Default": any of the events specified in Section 10, whether
or not any requirement for the giving of notice, the lapse of time, or both, has
been satisfied.

                  "Documentation Agent": as defined in the preamble hereto.

                  "Dollars" and "$": dollars in lawful currency of the United
States.

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

                  "Early Maturity Date": as defined in subsection 5.4(e).

                  "Environmental Laws": any and all foreign, Federal, state,
local or municipal laws, rules, orders, regulations, statutes, ordinances,
codes, decrees or requirements of any Governmental Authority or requirements of
law (including, without limitation, common law) regulating or imposing liability
or standards of conduct concerning environmental or public health protection
matters, including, without limitation, Hazardous Materials, as now or may at
any time hereafter be in effect.

                  "Environmental Permits": any and all permits, licenses,
registrations, notifications, exemptions and any other authorizations required
under any Environmental Law.

                  "Equity Contribution": as defined in the recitals hereto.

                                       10

<PAGE>

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

                  "Eurocurrency Reserve Requirements": for any day as applied to
a Eurodollar Loan, the aggregate (without duplication) of the rates (expressed
as a decimal fraction) of reserve 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) dealing with reserve requirements prescribed for
eurocurrency funding (currently referred to as "Eurocurrency Liabilities" in
Regulation D of such Board) maintained by a member bank of such system.

                  "Eurodollar Base Rate": with respect to each day during each
Interest Period pertaining to a Eurodollar Loan, the rate per annum determined
by the Administrative Agent to be the arithmetic mean (rounded to the nearest
1/100th of 1%) of the offered rates for deposits in Dollars with a term
comparable to such Interest Period that appears on the Telerate British Bankers
Association Interest Settlement Rates Page (as defined below) at approximately
11:00 A.M., London time, on the second full Business Day preceding the first day
of such Interest Period; provided that if there shall at any time no longer
exist a Telerate British Bankers Association Interest Settlement Rates Page,
"Eurodollar Base Rate" shall mean, with respect to each day during each Interest
Period pertaining to a Eurodollar Loan, the rate per annum equal to the rate at
which the Administrative Agent is offered Dollar deposits at or about 10:00
A.M., New York City time, two Business Days prior to the beginning of such
Interest Period in the interbank eurodollar market where the eurodollar and
foreign currency and exchange operations in respect of its Eurodollar Loans are
then being conducted for delivery on the first day of such Interest Period for
the number of days comprised therein and in an amount comparable to the amount
of its Eurodollar Loan to be outstanding during such Interest Period. "Telerate
British Bankers Assoc. Interest Settlement Rates Page" shall mean the display
designated as Page 3750 on the Telerate System Incorporated Service (or such
other page as may replace such page on such service for the purpose of
displaying the rates at which Dollar deposits are offered by leading banks in
the London interbank deposit market).

                  "Eurodollar Lending Office": as to any Lender the office of
such Lender which shall be making or maintaining Eurodollar Loans.

                  "Eurodollar Loans": Loans at such time as they are made and/or
being maintained at a rate of interest based upon a Eurodollar Rate.

                  "Eurodollar Rate": with respect to each day during each
Interest Period pertaining to a Eurodollar Loan, a rate per annum determined for
such day in accordance with the following formula (rounded upward to the nearest
1/100th of 1%):

                         Eurodollar Base Rate
                         --------------------------------------------
                         1.00 - Eurocurrency Reserve Requirements

                  "Event of Default": any of the events specified in Section 10,
provided that any requirement for the giving of notice, the lapse of time, or
both, has been satisfied.

                                       11

<PAGE>

                  "Excess Cash Flow": for each Excess Cash Flow Period of the
Company the excess of (a) the sum of (i) Consolidated EBITDA for such Excess
Cash Flow Period plus (ii) the decrease, if any, in Adjusted Working Capital
from the first day of the respective Excess Cash Flow Period to the last day of
the respective Excess Cash Flow Period, over (b) the sum, without duplication,
of (i) the aggregate amount actually paid by the Company and its Subsidiaries in
cash during such Excess Cash Flow Period on account of capital expenditures or
acquisitions (other than capital expenditures made with the proceeds of eminent
domain or condemnation proceedings to the extent such proceeds are not included
in the determination of Consolidated EBITDA for such Excess Cash Flow Period),
(ii) the aggregate amount of payments of principal in respect of any
Indebtedness during such Excess Cash Flow Period (other than any such payments
of principal (1) pursuant to subsection 5.4(c) (i), (ii), (iii) and (v), (2) in
respect of any revolving credit or similar facility to the extent that there is
not an equivalent reduction in such facility or (3) otherwise made with proceeds
of asset sales or refinancing Indebtedness), (iii) the increase, if any, in
Adjusted Working Capital from the first day of such Excess Cash Flow Period to
the last day of such Excess Cash Flow Period, (iv) cash interest expense
(including fees paid in connection with letters of credit and surety bonds and
commitment fees and other periodic bank charges and including Receivables
Facility Interest Expense, whether or not same would constitute interest expense
in accordance with GAAP) of the Company and its consolidated Subsidiaries
(determined on a consolidated basis) for such period, (v) the amount of taxes
actually paid in cash by the Company and its Subsidiaries for such Excess Cash
Flow Period (including, without limitation, any dividend or distribution
pursuant to subsection 9.12(f) either during such Excess Cash Flow Period or
within a normal payment period thereof (provided that any amount deducted
pursuant to this clause (v) which was not actually paid during the respective
Excess Cash Flow Period shall not again be deducted in determining Excess Cash
Flow for any other Excess Cash Flow Period of the Company), (vi) to the extent
added to Consolidated Net Income of the Company and its Subsidiaries in
calculating Consolidated EBITDA for such Excess Cash Flow Period, the net cost
of Interest Rate Agreements, franchise taxes and management fees, (vii) the net
income of any Subsidiary shall be excluded to the extent that such amount is
accounted for under the equity method to the extent cash dividends are not paid
or the declaration or payment of dividends is not permitted without prior
governmental approval (which has not been obtained), (viii) without duplication
of amounts already deducted in determining Excess Cash Flow, the amount of cash
actually paid by the Company and its Subsidiaries in connection with clauses
(b), (g), (h), (i), (j), (m), (n), (o), (p), (q) and clauses (iii), (iv) and (v)
of the proviso in the definition of Consolidated EBITDA during such Excess Cash
Flow Period and (ix) the amount of any cash actually paid in connection with
reserves other than insurance reserves established in accordance with GAAP or,
in the case of insurance reserves, the amount of such reserves taken for that
period minus the amount of cash paid during such period, in respect of such
reserves; provided that to the extent any amount of cash is actually paid by the
Company and its Subsidiaries in connection with clause (q) in the definition of
Consolidated EBITDA in any fiscal year in which the Company does not have Excess
Cash Flow, such amount, to the extent it was not applied to reduce Consolidated
EBITDA in determining the existence of Excess Cash Flow in the year such amount
was paid, may be carried forward to subsequent fiscal years of the Company and
applied once to reduce the amount of any Excess Cash Flow for any such fiscal
years.

                                       12

<PAGE>

                  "Excess Cash Flow Period": means each fiscal year of the
Company commencing with the fiscal year ended December 31, 2004.

                  "Existing Credit Agreement": as defined in the recitals
hereto.

                  "Facing Fee": As defined in subsection 3.9(b).

                  "Fee Property": as defined in subsection 6.13.

                  "Financing Lease": (a) any lease of property, real or
personal, the obligations under which are capitalized on a consolidated balance
sheet of the Company and its consolidated Subsidiaries and (b) any other such
lease to the extent that the then present value of any rental commitment
thereunder should, in accordance with GAAP, be capitalized on a balance sheet of
the lessee.

                  "Foreign Subsidiary": any Subsidiary which is not organized
under the laws of the United States or any state thereof or the District of
Columbia.

                  "GAAP": generally accepted accounting principles in the United
States in effect from time to time.

                  "GEI": as defined in the recitals hereto.

                  "GEI Investors: as defined in the recitals hereto.

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

                  "Guarantees": the collective reference to the Holdings
Guarantee, the Subsidiary Guarantee and any guarantee which may from time to
time be executed and delivered by a Subsidiary pursuant to subsection 8.9.

                  "Guarantor": Holdings and each Subsidiary Guarantor.

                  "Hazardous Materials": any hazardous materials, hazardous
wastes, hazardous pesticides or hazardous or toxic substances, and any other
material that may give rise to liability under any Environmental Law, including,
without limitation, asbestos, petroleum, any other petroleum products (including
gasoline, crude oil or any fraction thereof), polychlorinated biphenyls and
urea-formaldehyde insulation.

                  "Highest Lawful Rate": as defined in subsection 12.13.

                  "Holdings": as defined in the recitals hereto.

                  "Holdings Guarantee": the Holdings Guarantee, substantially in
the form of Exhibit G-l, to be made by Holdings in favor of the Administrative
Agent for the ratable benefit of the Lenders, as same may be amended, modified
or supplemented from time to time.

                                       13

<PAGE>

                  "Holdings Pledge Agreement": the Holdings Pledge Agreement,
substantially in the form of Exhibit H, to be made by Holdings in favor of the
Administrative Agent for the ratable benefit of the Lenders, as the same may be
amended, modified or supplemented from time to time.

                  "Immaterial Subsidiary": shall mean any Subsidiary of the
Company that owns (and continues to own) no assets (other than nominal assets)
and does not (and continues not to) engage in any substantive operations.

                  "Indebtedness": of a Person, at a particular date, (a) all
indebtedness of such Person for borrowed money or for the deferred purchase
price of property or services, (b) the undrawn face amount of all letters of
credit issued for the account of such Person and, without duplication, all
drafts and demands drawn thereunder and unpaid reimbursement obligations with
respect thereto, (c) all liabilities (other than Lease Obligations and
liabilities in connection with reserves established in accordance with GAAP)
secured by any Lien on any property owned by such Person, even though such
Person has not assumed or become liable for the payment thereof, (d) Financing
Leases, (e) indebtedness incurred in connection with any Receivables Facility
and (f) all indebtedness of such Person arising under acceptance facilities, but
excluding (i) trade and other accounts payable and accrued expenses payable in
the ordinary course of business which are not overdue for a period of more than
90 days or, if overdue for more than 90 days, as to which a dispute exists and
adequate reserves in conformity with GAAP have been established on the books of
such Person and (ii) letters of credit supporting the purchase of goods in the
ordinary course of business and expiring no more than six months from the date
of issuance; provided that obligations in respect of Interest Rate Agreements
shall not be included in this definition.

                  "Industrial Revenue Bonds": the industrial revenue bonds, due
2015, in the initial aggregate principal amount of $5,000,000, issued pursuant
to the Trust Indenture, dated as of September 1, 1990, between the County of
Carroll, Kentucky and Dai-Ichi Kangyo Trust Company of New York, as trustee.

                  "Insolvency": with respect to any Multiemployer Plan, the
condition that such Plan is insolvent within the meaning of Section 4245 of
ERISA.

                  "Insolvent": pertaining to a condition of Insolvency.

                  "Installment Payment Date": as defined in subsection 5.4(e).

                  "Interest Coverage Ratio": on the last day of any fiscal
quarter of the Company, the ratio of (a) Consolidated EBITDA for the period of
four fiscal quarters ending on such day; to (b) cash interest expense (excluding
(i) fees and expenses payable on account of letters of credit, (ii) to the
extent included in interest expense in accordance with GAAP, net costs
associated with Interest Rate Agreements to which the Company is party in
respect of the Loans and other periodic bank charges and amortization of debt
discount (including discount of liabilities and reserves established under APB
16) and (iii) costs of debt issuance and interest expense on customer deposits)
for such period net of cash interest income, in each case, for or during such

                                       14

<PAGE>

period on a consolidated basis for the Company and its Subsidiaries (for
purposes of this definition, "Cash Interest Expense"); provided that for
purposes of preceding clause (b), (A) the cash interest component (and only the
cash interest component) of Receivables Facility Interest Expense for such
period shall be included as a component of Cash Interest Expense (and shall be
added thereto, to the extent not already reflected therein), regardless of the
treatment of amounts constituting Receivables Facility Interest Expense under
GAAP and (B) Cash Interest Expense for the periods ending September 30, 2003,
December 31, 2003 and March 31, 2004 shall be deemed to equal Cash Interest
Expense for the respective fiscal quarter ended on such date (and, in the case
of the latter two such dates, each previous fiscal quarter commencing after the
Closing Date) multiplied by 4, 2 and 4/3, respectively.

                  "Interest Payment Date": (a) as to Alternate Base Rate Loans,
the last day of each March, June, September and December, commencing on the
first such day to occur after any Alternate Base Rate Loans are made or any
Eurodollar Loans are converted to Alternate Base Rate Loans, (b) as to any
Eurodollar Loan in respect of which the Company has selected an Interest Period
of one, two or three months, the last day of such Interest Period and (c) as to
any Eurodollar Loan in respect of which the Company has selected a longer
Interest Period than the periods described in clause (b), the last day of each
three calendar month interval during such Interest Period and, in addition, the
last day of such Interest Period.

                  "Interest Period": with respect to any Eurodollar Loan:

                  (a)      initially, the period commencing on, as the case may
be, the Borrowing Date or conversion date with respect to such Eurodollar Loan
and ending one, two, three or six months thereafter (or, if and when agreed to
by all the relevant Lenders, nine or twelve months thereafter) as selected by
the Company in its notice of borrowing as provided in subsection 5.1 or its
notice of conversion as provided in subsection 5.2; and

                  (b)      thereafter, each period commencing on the last day of
the next preceding Interest Period applicable to such Eurodollar Loan and ending
one, two, three or six months thereafter (or, if and when agreed to by all the
relevant Lenders, nine or twelve months thereafter) as selected by the Company
by irrevocable notice to the Administrative Agent not less than three Business
Days prior to the last day of the then current Interest Period with respect to
such Eurodollar Loan;

provided that the foregoing provisions relating to Interest Periods are subject
to the following:

                  (A)      if any Interest Period would otherwise end on a day
which is not a Business Day, that Interest Period shall be extended to the next
succeeding Business Day, unless the result of such extension would be to carry
such Interest Period into another calendar month, in which event such Interest
Period shall end on the immediately preceding Business Day;

                  (B)      any Interest Period that would otherwise extend
beyond (i) in the case of an Interest Period for a Term Loan, the final
Installment Payment Date shall end on such Installment Payment Date, or, if such
Installment Payment Date shall not be a Business Day, on the next preceding
Business Day; and (ii) in the case of any Interest Period for a Revolving

                                       15

<PAGE>

Credit Loan, the Revolving Credit Termination Date shall end on the Revolving
Credit Termination Date, or if the Revolving Credit Termination Date shall not
be a Business Day, on the next preceding Business Day;

                  (C)      if the Company shall fail to give notice as provided
above in clause (b), it shall be deemed to have selected a conversion of a
Eurodollar Loan into an Alternate Base Rate Loan (which conversion shall occur
automatically and without need for compliance with the conditions for conversion
set forth in subsection 5.2);

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

                  (E)      the Company shall select Interest Periods so as not
to require a prepayment (to the extent practicable) or a scheduled payment of a
Eurodollar Loan during an Interest Period for such Eurodollar Loan.

                  "Interest Rate Agreement": any interest rate swap agreement,
interest rate cap agreement, interest rate collar agreement or other similar
agreement or arrangement.

                  "Investcorp": as defined in the recitals hereto.

                  "Investment Grade Securities": (i) securities issued or
directly and fully guaranteed or insured by the United States government or any
agency or instrumentality thereof (other than Cash Equivalents), (ii) debt
securities or debt instruments with a rating of BBB or higher by S&P and Baa3 or
higher by Moody's or the equivalent of such rating by such rating organization,
or if no rating of S&P's or Moody's then exists, the equivalent of such rating
by any other nationally recognized securities rating agency, but excluding any
debt securities or instruments constituting loans or advances among the Company
and its Subsidiaries and (iii) investments in any fund that invests exclusively
in investments of the type described in clauses (i) and (ii) which fund may also
hold immaterial amounts of cash pending investment and/or distribution.

                  "Investor Group": as defined in the recitals hereto.

                  "IPO": any sale by the Company or Holdings through a public
offering of its common (or other voting) stock pursuant to an effective
registration statement (other than a registration statement on Form S-4, S-8 or
any successor or similar form) filed under the Securities Act of 1933, as
amended.

                  "Issuing Lender": JPMorgan Chase Bank, as issuer of the
Letters of Credit to be issued hereunder on or after the Closing Date, and its
successors in such capacity as provided in Section 3.15; with respect to any
Letter of Credit, the term "Issuing Lender" shall mean the Issuing Lender with
respect to such Letter of Credit.

                                       16

<PAGE>

                  "L/C Obligations": the obligations of the Company to reimburse
the Issuing Lender for any payments made by the Issuing Lender under any Letter
of Credit that have not been reimbursed by the Company pursuant to subsection
3.8(a).

                  "L/C Participating Interest": an undivided participating
interest in the face amount of each issued and outstanding Letter of Credit.

                  "Lease Obligations": of the Company and its Subsidiaries, as
of the date of any determination thereof, the rental commitments of the Company
and its Subsidiaries determined on a consolidated basis, if any, under leases
for real and/or personal property (net of rental commitments from sub-leases
thereof), excluding however, obligations under Financing Leases.

                  "Leased Properties": as defined in subsection 6.13.

                  "Lenders": as defined in the preamble hereto.

                  "Letter of Credit Request": as defined in subsection 3.5(a).

                  "Letters of Credit": the collective reference to the
Commercial L/Cs and the Standby L/Cs; individually, a "Letter of Credit".

                  "Leverage Ratio": as defined in subsection 9.9; provided that
for purposes of calculating the Leverage Ratio on any date, the domestic cash
and Cash Equivalent balances without encumbrances (other than liens permitted
pursuant to subsection 9.2(f)) in excess of $5,000,000 of the Company and its
Subsidiary Guarantors on such date shall be deducted from the amount of
Consolidated Funded Indebtedness on such date.

                  "Lien": any mortgage, pledge, hypothecation, assignment,
deposit arrangement, encumbrance, lien (statutory or other), or preference,
priority or other security agreement or preferential arrangement of any kind or
nature whatsoever (including, without limitation, any conditional sale or other
title retention agreement, any financing lease having substantially the same
economic effect as any of the foregoing, and the filing of any financing
statement under the Uniform Commercial Code or comparable law of any
jurisdiction in respect of any of the foregoing, except for the filing of
financing statements in connection with Lease Obligations incurred by the
Company or its Subsidiaries to the extent that such financing statements relate
to the property subject to such Lease Obligations).

                  "Loans": the collective reference to the Term Loans, the
Revolving Credit Loans and the Swing Line Loans; individually, a "Loan".

                  "Mandatory Prepayment Date": as defined in subsection
5.4(c)(vii).

                  "Maturity Date": the date that is the sixth anniversary of the
Closing Date.

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

                                       17

<PAGE>

                  "Mortgaged Properties": (a) the Real Property designated as
"Mortgaged Property" on Schedule 6.13 and (b) any fee Real Property covered by a
Mortgage delivered pursuant to subsection 8.9(f).

                  "Mortgages": as defined in subsection 8.9(e).

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

                  "Net Proceeds": the aggregate cash proceeds received by
Holdings (solely with respect to clause (a)(ii) of this definition), the Company
or any Subsidiary in respect of:

                  (a)      (i) any issuance or borrowing of any debt securities
or loans by the Company or any Subsidiary other than debt or loans permitted to
be incurred or borrowed pursuant to subsection 9.1, or (ii) any issuance by
Holdings, the Company or any of its Subsidiaries of Capital Stock of such Person
(excluding any such issuance to any members of the Investor Group or any
Affiliate thereof and any such issuance the proceeds of which are used, within a
reasonable time, to redeem or repurchase the Capital Stock of such Person and to
pay any premium or penalties or accreted amount with respect thereto);

                  (b)      any Asset Sale (excluding any net proceeds received
upon any Asset Sale pursuant to subsection 9.5(i) or 9.5(m) to the extent the
same shall be deemed not to constitute Net Proceeds pursuant to the proviso to
such subsection;

                  (c)      any cash received in respect of substantially
like-kind exchanges of property to the extent provided in the proviso to
subsection 9.5(e);

                  (d)      any cash payments received in respect of promissory
notes delivered to the Company or such Subsidiary in respect of an Asset Sale;
and

                  (e)      any Recovery Event (excluding any net proceeds
received upon any condemnation or exercise of rights of eminent domain to the
extent the same shall be deemed not to constitute Net Proceeds pursuant to the
proviso to subsection 9.5(d));

in each case net of (without duplication) (A) the amount required to repay any
Indebtedness (other than the Loans) secured by a Lien on any assets of the
Company or a Subsidiary (that are collateral for any such debt securities or
loans) that are sold or otherwise disposed of in connection with such Asset Sale
or casualty or condemnation event, and the amount required to pay any premium or
penalties or accreted amount with respect thereto, (B) the reasonable expenses
(including legal fees and brokers' and underwriters' commissions, lenders fees
or credit enhancement fees, in any case, paid to third parties or, to the extent
permitted hereby, Affiliates) incurred in effecting such issuance or sale or in
connection with such event and (C) any taxes reasonably attributable to such
sale or event and reasonably estimated by the Company or such Subsidiary to be
actually payable within 12 months.

                  "Non-Funding Lender": as defined in subsection 5.9(c).

                                       18

<PAGE>

                  "Noteholder Consents": as defined in the recitals hereto.

                  "Notes": the collective reference to the Term Loan Notes, the
Revolving Credit Notes, and the Swing Line Note; each of the Notes, a "Note".

                  "Participants": as defined in subsection 12.6(b).

                  "Participating Lender": any Lender with respect to its L/C
Participating Interest in each Letter of Credit.

                  "Payment Sharing Notice": a written notice from the Company or
any Lender informing the Administrative Agent that an Event of Default has
occurred and is continuing and directing the Administrative Agent to allocate
payments thereafter received from or on behalf of the Company in accordance with
the provisions of subsection 5.9.

                  "PBGC": the Pension Benefit Guaranty Corporation established
pursuant to Subtitle A of Title IV of ERISA or any successor.

                  "Permanent Subordinated Debt": the Senior Subordinated Notes
and any unsecured notes or debentures of the Company, subordinated to the prior
payment of the Loans and the other obligations under the Credit Documents and
related Interest Rate Agreements, that may be issued by the Company to refinance
the Senior Subordinated Notes or Permanent Subordinated Debt, provided that (a)
unless otherwise agreed to by the Required Lenders, (I) no part of the principal
amount of any such notes or debentures shall have a scheduled amortization date
earlier than six months after the Early Maturity Date and (II) the subordination
provisions shall be at least as favorable to the Company and the Lenders as such
provisions of such refinanced Senior Subordinated Notes or Permanent
Subordinated Debt, as the case may be, and the other terms and conditions
thereof (including, without limitation, the covenant and event of default
provisions thereof but excluding interest rate and any call protection
provisions) taken as a whole shall be at least as favorable to the Company and
the Lenders as such refinanced Senior Subordinated Notes or Permanent
Subordinated Debt, as the case may be, and (b) substantially final drafts of the
documentation governing any such notes or debentures, showing the terms thereof,
shall have been furnished to the Administrative Agent at least 5 days prior to
the date of issuance of such notes or debentures.

                  "Permitted Liens": Liens permitted to exist under subsection
9.2.

                  "Person": an individual, partnership, corporation, business
trust, joint stock company, limited liability company, trust, unincorporated
association, joint venture, Governmental Authority or other entity of whatever
nature.

                  "Plan": at a particular time, any employee benefit plan which
is covered by ERISA and in respect of which the Company or a Commonly Controlled
Entity is (or, if such plan were terminated at such time, would under Section
4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of
ERISA.

                  "Prepayment Option Notice": as defined in subsection
5.4(c)(vii).

                                       19

<PAGE>

                  "Pro Forma Balance Sheet": as defined in subsection 6.1(c).

                  "Real Property": each Fee Property and Leased Property listed
on Schedule 6.13, as well as any other real property or leasehold interest
owned, acquired or obtained by the Company and/or its Subsidiaries after the
Closing Date.

                  "Recapitalization": as defined in the recitals hereto.

                  "Recapitalization Agreement": as defined in the recitals
hereto.

                  "Receivables Facility": the A/R Facility or one or more
non-recourse receivables facilities which may replace such facility providing
for the sale encumbrance or other disposition, at any time or from time to time
of all or a portion of the accounts receivable of the Company or any of its
Subsidiaries, provided that any refinancing of the A/R Facility shall be on
market terms.

                  "Receivables Facility Assets": accounts receivable and related
ancillary rights, including, without limitation, any security interests or
guarantees securing the payment of such receivables, of the Company or any of
its Subsidiaries, whether existing on the date hereof or hereafter arising, that
are sold, encumbered or disposed of at any time or from time to time in
connection with a Receivables Facility.

                  "Receivables Facility Attributed Indebtedness": at any time,
the aggregate amount theretofore paid to the Company and/or its Subsidiaries in
respect of Receivables Facility Assets sold by them pursuant to any Receivables
Facility, in each case to the extent the respective Receivables Facility Assets
have not yet been repaid by the respective account debtor or repurchased by the
Company and/or its Subsidiaries (excluding any Receivables SPY) (it being the
intent of the parties that the amount of Receivables Facility Attributed
Indebtedness at any time outstanding approximate as closely as possible the
principal amount of Indebtedness which, would be outstanding at such time under
the Receivables Facilities if same were structured as a secured lending
agreement rather than a purchase agreement).

                  "Receivables Facility Interest Expense": for any period, shall
mean all fees, service charges and other costs, as well as all collections or
other amounts retained by the Receivables Financiers which are in excess of
amounts paid to the Company and its Subsidiaries for the purchase of receivables
pursuant to the Receivables Facilities.

                  "Receivables Financiers": any purchaser or other entity
(excluding Holdings and its Subsidiaries) providing financing pursuant to any
Receivables Facility.

                  "Receivables SPV": Werner Funding Corporation and any other
special purpose company established by the Company or any of its Subsidiaries
and so existing solely for purposes of a Receivables Facility.

                                       20

<PAGE>

                  "Recovery Event": shall mean the receipt by the Company or any
of its Subsidiaries of any cash insurance proceeds in respect of casualty losses
(but in any event excluding proceeds of business interruption insurance) or
condemnation or eminent domain award affecting real property with respect to any
property or assets of the Company or any of its Subsidiaries.

                  "Refunded Swing Line Loans": as defined in subsection 3.4(b).

                  "Register": as defined in subsection 12.6(d).

                  "Related Document": any agreement, certificate, document or
instrument relating to a Letter of Credit.

                  "Reorganization": with respect to any Multiemployer Plan, the
condition that such Plan is in reorganization as such term is used in Section
4241 of ERISA.

                  "Reportable Event": any of the events set forth in Section
4043(c) of ERISA, other than those events as to which the thirty day notice is
waived under subpart B of PBGC Reg. Section 4042.

                  "Required Lenders": at a particular time, the holders of more
than 50% of the sum of (i) the aggregate unpaid principal amount of the Term
Loans, if any, and (ii) the Revolving Credit Commitments or, if the Revolving
Credit Commitments are terminated, the aggregate unpaid principal amount of the
Revolving Credit Loans, and participations in Swing Line Loans and the aggregate
amount available to be drawn at such time under all outstanding Letters of
Credit and L/C Obligations. The Term Loans and the Revolving Credit Commitments
of any Non-Funding Lender shall be disregarded in determining Required Lenders
at any time.

                  "Requirement of Law": as to any Person, the Articles or
Certificate of Incorporation and By-Laws or other organizational or governing
documents of such Person, and any law, treaty, rule or regulation, order, or
determination of an arbitrator or a court or other Governmental Authority, in
each case, applicable to or binding upon such Person or any of its property or
to which such Person or any of its property is subject.

                  "Responsible Officer": with respect to any Person, the
president, chief executive officer, the chief operating officer, the chief
financial officer, treasurer, controller or any vice president of such Person.

                  "Revolving Credit Commitment": as to any Lender, its
obligations to make Revolving Credit Loans to the Company pursuant to subsection
3.1 and to purchase its L/C Participating Interest in any Letter of Credit, in
an aggregate amount not to exceed the amount set forth under such Lender's name
in Schedule I opposite the caption "Revolving Credit Commitment" or in Schedule
1 to the Assignment and Acceptance by which such Lender acquired its Revolving
Credit Commitment, as the same may be reduced from time to time pursuant to
subsection 5.3 or 5.4(c) or adjusted pursuant to subsection 12.6(c);
collectively, as to all the Lenders, the "Revolving Credit Commitments". The
original aggregate amount of the Revolving Credit Commitments is $50,000,000.

                                       21

<PAGE>

                  "Revolving Credit Commitment Percentage": as to any Lender at
any time, the percentage of the aggregate Revolving Credit Commitments then
constituted by such Lender's Revolving Credit Commitment.

                  "Revolving Credit Commitment Period": the period from and
including the Closing Date to but not including the Revolving Credit Termination
Date.

                  "Revolving Credit Lender": any Lender with a Revolving Credit
Commitment.

                  "Revolving Credit Loan" and "Revolving Credit Loans": as
defined in subsection

                  "Revolving Credit Maturity Date": the fifth anniversary of the
Closing Date or, if the Early Maturity Date becomes applicable to the Term Loans
pursuant to subsection 5.4(e), the Early Maturity Date.

                  "Revolving Credit Note": as defined in subsection 5.13(e).

                  "Revolving Credit Termination Date": the earlier of (a) the
Revolving Credit Maturity Date and (b) such other earlier date as the Revolving
Credit Commitments shall terminate hereunder.

                  "Security Agreements": the collective reference to the
Collateral Agreement and any collateral agreement which may from time to time be
executed and delivered by a Subsidiary of the Company pursuant to subsection
8.9.

                  "Security Documents": the collective reference to the Holdings
Pledge Agreement, the Security Agreements and the Mortgages.

                  "Senior Subordinated Notes": as defined in the recitals
hereto.

                  "Single Employer Plan": any Plan which is covered by Title IV
of ERISA, but which is not a Multiemployer Plan.

                  "S&P": Standard and Poor's Ratings Services, a division of
McGraw-Hill Companies, Inc.

                  "Standard Securitization Undertakings" means representations,
warranties, covenants and indemnities entered into by the Company and its
Subsidiaries in connection with a Receivables Facility in each case which are
reasonably customary in an off-balance sheet accounts receivable transaction
(and which do not amount to guarantees of repayment of amounts from time to time
outstanding pursuant to the respective Receivables Facility).

                  "Standby L/C": an irrevocable letter of credit under which the
Issuing Lender agrees to make payments in Dollars for the account of the
Company, on behalf of the Company or any Subsidiary in respect of obligations of
the Company or such Subsidiary incurred pursuant to contracts made or
performances undertaken or to be undertaken or like matters relating to

                                       22

<PAGE>

contracts to which the Company or such Subsidiary is or proposes to become a
party in the ordinary course of the Company's or such Subsidiary's business,
including, without limiting the foregoing, for insurance purposes or in respect
of advance payments or as bid or performance bonds or for any other purpose for
which a standby letter of credit might customarily be issued.

                  "Subsection 5.11 (d)(Y)2) Certificate": as defined in
subsection 5.11(d).

                  "Subsidiary": as to any Person, a corporation, partnership,
limited liability company or other entity of which shares of stock of each class
or other interests having ordinary voting power (other than stock or other
interests having such power only by reason of the happening of a contingency) to
elect a majority of the board of directors or other managers of such
corporation, partnership or other entity are at the time owned, or the
management of which is otherwise controlled, by such Person or by one or more
Subsidiaries of such Person or by such Person and one or more Subsidiaries of
such Person. A Subsidiary shall be deemed wholly-owned by a Person who owns
directly or indirectly all of the voting shares of stock or other interests of
such Subsidiary having voting power under ordinary circumstances to vote for
directors or other managers of such corporation, partnership or other entity,
except for (i) directors' qualifying shares, (ii) shares owned by multiple
shareholders to comply with local laws and (iii) shares owned by employees.
Unless otherwise qualified, all references to a "Subsidiary" or to
"Subsidiaries" in this Agreement shall refer to a Subsidiary or Subsidiaries of
the Company; provided that any joint venture in which an investment is existing
on the Closing Date or is made pursuant to subsection 9.6(h) shall, at the
option of the Company, so long as such investment is maintained in reliance on
such subsection, not be a "Subsidiary" of the Company for any purpose of this
Agreement.

                  "Subsidiary Guarantee": the Subsidiary Guarantee,
substantially in the form of Exhibit G-2, to be made by certain Domestic
Subsidiaries of the Company (other than any Receivables SPY and any Immaterial
Subsidiary, so long as each remains as such), in favor of the Administrative
Agent for the ratable benefit of the Lenders, as the same may be amended,
modified or supplemented from time to time.

                  "Subsidiary Guarantor": at any time shall mean each Subsidiary
of the Company which is a party to a Guarantee.

                  "Swing Line Commitment": the Swing Line Lender's obligation to
make Swing Line Loans pursuant to subsection 3.4.

                  "Swing Line Lender": JPMorgan Chase Bank in its capacity as
lender of the Swing Line Loans.

                  "Swing Line Loans": as defined in subsection 3.4(a).

                  "Swing Line Note": as defined in subsection 5.13(e).

                  "Syndication Agent": as defined in the preamble hereto.

                  "Term Loan" and "Term Loans": as defined in subsection 2.1(b).

                                       23

<PAGE>

                  "Term Loan": as defined in subsection 2.1(a).

                  "Term Loan Commitment": as to any Lender, its obligation to
make a Term Loan to the Company pursuant to subsection 2.1(a) in an aggregate
amount not to exceed the amount set forth under such Lender's name in Schedule I
opposite the caption "Term Loan Commitment" or in Schedule 1 to the Assignment
and Acceptance pursuant to which a Lender acquires its Term Loan Commitment, as
the same may be adjusted pursuant to subsection 12.6(c); collectively, as to all
the Lenders, the "Term Loan Commitments". The original aggregate principal
amount of the Term Loan Commitments is $180,000,000.

                  "Term Loan Commitment Percentage": as to any Lender at any
time, the percentage of the aggregate Term Loan Commitments then constituted by
such Lender's Term Loan Commitment (or, after the Term Loans are made, the
percentage of the aggregate outstanding principal amount of the Term Loans then
constituted by the principal amount of such Lender's Term Loans).

                  "Term Loan Lender": Each Lender which has any outstanding Term
Loans or a Term Loan Commitment.

                  "Term Loan Note": as defined in subsection 5.13(e).

                  'Term Loan Prepayment Amount": as defined in subsection
5.4(c)(vii).

                  "Tranche": shall mean the respective facility and commitments
utilized in making any Loan hereunder, with there being three separate Tranches
on the Closing Date, i.e., Term Loans, Revolving Credit Loans and Swing Line
Loans.

                  "Transactions": as defined in the recitals hereto.

                  "Transferee": as defined in subsection 12.6(f).

                  "Type": as to any Loan, its nature as an Alternate Base Rate
Loan or Eurodollar Loan.

                  "Uniform Customs": the Uniform Customs and Practice for
Documentary Credits (1993 Revision), International Chamber of Commerce
Publication No. 500, and any amendments thereof.

                  "United States": the United States of America.

                  "Wholly-Owned Domestic Subsidiary": shall mean each Domestic
Subsidiary which is also a Wholly-Owned Subsidiary.

                  "Wholly-Owned Foreign Subsidiary": shall mean each Foreign
Subsidiary which is also a Wholly-Owned Subsidiary.

                                       24

<PAGE>

                  "Wholly-Owned Subsidiary": each Subsidiary of the Company
which is wholly-owned by it, as provided in the second sentence of the
definition of Subsidiary contained herein.

                  "Wholly-Owned Subsidiary Guarantor": shall mean each
Subsidiary Guarantor which is also a Wholly-Owned Subsidiary.

                  1.2 Other Definitional Provisions. Unless otherwise specified
therein, all terms defined in this Agreement shall have the defined meanings
when used in the Notes, any other Credit Document or any certificate or other
document made or delivered pursuant hereto.

                  As used herein and in the Notes, any other Credit Document and
any certificate or other document made or delivered pursuant hereto, accounting
terms relating to the Company and its Subsidiaries not defined in subsection 1.1
and accounting terms partly defined in subsection 1.1 to the extent not defined,
shall have the respective meanings given to them under GAAP. To the extent there
are any changes in GAAP from the date of this Agreement, the financial covenants
set forth herein at the option of the Company will either (i) continue to be
determined in accordance with GAAP in effect on the Closing Date, as applicable,
or (ii) be adjusted or reset to reflect such changes in GAAP, such adjustments
or resets to be mutually agreed to by the Company and the Administrative Agent.

                  The words "hereof, "herein" and "hereunder" and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement, and section,
subsection, schedule and exhibit references are to this Agreement unless
otherwise specified.

                  The meanings given to terms defined herein shall be equally
applicable to the singular and plural forms of such terms.

                  SECTION 2. TERM LOANS

                  2.1 Term Loans. Subject to the terms and conditions hereof,
each Lender severally agrees to make a loan in Dollars (individually, a "Term
Loan": and collectively, the "Term Loans") to the Company on the Closing Date,
which Term Loans shall be in an aggregate principal amount equal to such
Lender's Term Loan Commitment.

                  2.2 Repayment of Term Loans. The Company shall repay the Term
Loans as provided in subsection 5.4(e).

                  2.3 Use of Proceeds. The proceeds of the Term Loans shall be
used (a) first, to finance a portion of the Transactions, (b) second, to pay
related fees and expenses and (c) third, for working capital and general
corporate purposes of the Company.

                                       25

<PAGE>

                  SECTION 3. AMOUNT AND TERMS OF REVOLVING CREDIT COMMITMENTS

                  3.1 Revolving Credit Commitments. (a) Subject to the terms and
conditions hereof, each Lender severally agrees to the extent of its Revolving
Credit Commitment to extend credit to the Company from time to time on any
Borrowing Date during the Revolving Credit Commitment Period (i) by purchasing
an L/C Participating Interest in each Letter of Credit issued by the Issuing
Lender and (ii) by making loans in Dollars (individually, such a Loan is a
"Revolving Credit Loan", and collectively such Loans are the "Revolving Credit
Loans") to the Company from time to time. Notwithstanding the above in no event
shall any Revolving Credit Loans be made, or Letter of Credit be issued, if the
aggregate amount of the Revolving Credit Loans to be made or Letter of Credit to
be issued would, after giving effect to the use of proceeds, if any, thereof,
exceed the aggregate Available Revolving Credit Commitments nor shall any Letter
of Credit be issued if after giving effect thereto the sum of the undrawn amount
of all outstanding Letters of Credit and the amount of all L/C Obligations would
exceed $35,000,000. During the Revolving Credit Commitment Period, the Company
may use the Revolving Credit Commitments by borrowing, prepaying the Revolving
Credit Loans in whole or in part, and reborrowing, all in accordance with the
terms and conditions hereof, and/or by having the Issuing Lender issue Letters
of Credit, having such Letters of Credit expire undrawn upon or if drawn upon,
reimbursing the Issuing Lender for such drawing, and having the Issuing Lender
issue new Letters of Credit.

                  (b) Each borrowing of Revolving Credit Loans pursuant to the
Revolving Credit Commitments shall be in an aggregate principal amount of the
lesser of (i) $500,000 or a whole multiple of $100,000 in excess thereof in the
case of Alternate Base Rate Loans, and $1,000,000 or a whole multiple of
$500,000 in excess thereof, in the case of Eurodollar Loans and (ii) the
Available Revolving Credit Commitments, except that any borrowing of Revolving
Credit Loans to be made as Alternate Base Rate Loans and to be used solely to
pay a like amount of Swing Line Loans may be in the aggregate principal amount
of such Swing Line Loans.

                  3.2 Commitment Fee. The Company agrees to pay to the
Administrative Agent for the account of each Lender (other than any Non-Funding
Lender) a commitment fee from and including the Closing Date to and including
the Revolving Credit Termination Date, computed at a rate per annum equal to
0.50% on the average daily amount of the Available Revolving Credit Commitment
of such Lender during the period for which payment is made (whether or not the
Company shall have satisfied the applicable conditions to borrow or for the
issuance of a Letter of Credit set forth in Section 7). Such commitment fee
shall be payable quarterly in arrears on the last day of each March, June,
September and December and on the Revolving Credit Termination Date, commencing
on the first such date to occur on or following the Closing Date (or, if
earlier, the Revolving Credit Termination Date).

                  3.3 Proceeds of Revolving Credit Loans. The Company shall use
the proceeds of Revolving Credit Loans as set forth in subsection 2.3.

                  3.4 Swing Line Commitment. (a) Subject to the terms and
conditions hereof, the Swing Line Lender agrees, so long as the Administrative
Agent has not received (and

                                       26

<PAGE>

forwarded to the Swing Line Lender if different than the Administrative Agent)
notice that a Default or Event of Default has occurred and is continuing (in
each case until such notice has been rescinded or the Administrative Agent
determines in good faith, and notifies the Swing Line Lender, that all Defaults
and/or Events of Default have been cured or waived), to make swing line loans
(individually, a "Swing Line Loan", collectively, the "Swing Line Loans") to the
Company from time to time during the Revolving Credit Commitment Period in an
aggregate principal amount at any one time outstanding not to exceed
$10,000,000, provided that no Swing Line Loan may be made if the aggregate
principal amount of the Swing Line Loans to be made would exceed the aggregate
Available Revolving Credit Commitments at such time. Amounts borrowed by the
Company under this subsection 3.4 may be repaid and, through but excluding the
Revolving Credit Termination Date, reborrowed. All Swing Line Loans shall be
made as Alternate Base Rate Loans and shall not be entitled to be converted into
Eurodollar Loans. The Company shall give the Swing Line Lender irrevocable
notice (which notice must be received by the Swing Line Lender prior to 1:00
p.m., New York City time) on the requested Borrowing Date specifying the amount
of each requested Swing Line Loan, which shall be in an aggregate minimum amount
of $250,000 or a whole multiple of $100,000 in excess thereof. The proceeds of
each Swing Line Loan will be made available by the Swing Line Lender to the
Company by crediting the account of the Company at the office of the Swing Line
Lender with such proceeds. The proceeds of Swing Line Loans may be used solely
for the purposes referred to in subsection 2.3(c).

                  (b) The Swing Line Lender at any time in its sole and absolute
discretion may, and on the fifteenth day (or if such day is not a Business Day,
the next Business Day) and last Business Day of each month shall, on behalf of
the Company (which hereby irrevocably directs the Swing Line Lender to act on
its behalf) request each Revolving Credit Lender, including the Swing Line
Lender, to make a Revolving Credit Loan in an amount equal to such Lender's
Revolving Credit Commitment Percentage of the amount of the Swing Line Loans
(the "Refunded Swing Line Loans") outstanding on the date such notice is given.
Unless any of the events described in paragraph (f) of Section 10 shall have
occurred (in which event the procedures of paragraph (c) of this subsection 3.4
shall apply) each such Lender shall make the proceeds of its Revolving Credit
Loan available to the Swing Line Lender for the account of the Swing Line Lender
at the office of the Swing Line Lender specified in subsection 12.2 (or such
other location as the Swing Line Lender may direct) prior to 12:00 noon (New
York City time) in funds immediately available on the Business Day next
succeeding the date such notice is given. The proceeds of such Revolving Credit
Loans shall be immediately applied to repay the Refunded Swing Line Loans.

                  (c) If prior to the making of a Revolving Credit Loan pursuant
to paragraph (b) of this subsection 3.4 one of the events described in paragraph
(f) of Section 10 shall have occurred, each Revolving Credit Lender will, on the
date such Loan was to have been made, purchase an undivided participating
interest in the Refunded Swing Line Loan in an amount equal to its Revolving
Credit Commitment Percentage of such Refunded Swing Line Loan. Each such Lender
will immediately transfer to the Swing Line Lender in immediately available
funds, the amount of its participation.

                                       27

<PAGE>

                  (d) Whenever, at any time after the Swing Line Lender has
received from any Revolving Credit Lender such Lender's participating interest
in a Refunded Swing Line Loan, the Swing Line Lender receives any payment on
account thereof, the Swing Line Lender will distribute to such Lender its
participating interest in such amount (appropriately adjusted, in the case of
interest payments, to reflect the period of time during which such Lender's
participating interest was outstanding and funded) in like funds as received;
provided that in the event that such payment received by the Swing Line Lender
is required to be returned, such Lender will return to the Swing Line Lender any
portion thereof previously distributed by the Swing Line Lender to it in like
funds as such payment is required to be returned by the Swing Line Lender.

                  (e) The obligations of each Revolving Credit Lender pursuant
to subsections 3.4(b) and 3.4(c) shall be absolute and unconditional and shall
not be affected by any circumstance, including, without limitation, (i) any
set-off, counterclaim, recoupment, defense or other right which such Lender may
have against the Swing Line Lender, the Company or any other Person for any
reason whatsoever; (ii) the occurrence or continuance of an Event of Default;
(iii) any adverse change in the condition (financial or otherwise) of the
Company; (iv) any breach of this Agreement by the Company or any other Lender;
or (v) any other circumstance, happening or event whatsoever, whether or not
similar to any of the foregoing.

                  3.5 Issuance of Letters of Credit, (a) The Company may from
time to time request the Issuing Lender to issue a Standby L/C or a Commercial
L/C by delivering to the Issuing Lender, with a copy to the Administrative
Agent, a letter of credit application in the Issuing Lender's then customary
form (a "Letter of Credit Request") completed to the satisfaction of the Issuing
Lender, together with the proposed form of such Letter of Credit (which shall
comply with the applicable requirements of this agreement) and such other
certificates, documents and other papers and information which the Issuing
Lender may reasonably request; provided that if the Issuing Lender informs the
Company that it is for any reason unable to open such Letter of Credit, the
Company may request any Lender to open such Letter of Credit upon the same terms
offered to the Issuing Lender and each reference to the Issuing Lender for
purposes of subsections 3.5 through 3.14, 7.1 and 7.2 shall be deemed to be a
reference to such Issuing Lender, In the event of any inconsistency between the
terms and conditions of this Agreement and the terms and conditions of any
document submitted by the Company to, or entered into by the Company with, the
Issuing Lender relating to any Letter of Credit, the terms and conditions of
this Agreement shall control.

                  (b) Each Standby L/C and Commercial L/C issued hereunder
shall, among other things, (i) be in such form requested by the Company as shall
be acceptable to the Issuing Lender in its reasonable discretion, (ii) be
denominated in Dollars and issued payable on a sight basis unless otherwise
agreed by the Issuing Lender in its sole discretion and (iii) have an expiry
date occurring not later than 365 days (or such longer duration as may be agreed
upon by the Issuing Lender) after the date of issuance of such Letter of Credit
and may be automatically extended for additional periods equal to the initial
term, but in no case shall any Letter of Credit have an expiry date occurring
later than three days prior to the Revolving Credit Termination Date. To the
extent possible, each Letter of Credit shall be issued subject to the Uniform
Customs and/or to the extent not inconsistent therewith, the laws of the State
of New York. In the event that the Issuing Lender of any Commercial L/C is other
than the Administrative Agent, such Issuing

                                       28

<PAGE>

Lender will send by facsimile transmission to the Administrative Agent, promptly
on the first Business Day of each week, its daily aggregate Letter of Credit
Stated Amount for Commercial L/Cs for the previous week. The Administrative
Agent shall deliver to each Participating Lender, upon each calendar month end
and upon each Letter of Credit fee payment, a report setting forth for such
period the daily aggregate Stated Amount available to be drawn under the
Commercial Letters of Credits issued by all the Issuing Lenders during such
period.

                  3.6 Participating Interests. Effective in the case of each
Standby L/C and Commercial L/C (if applicable) as of the date of the opening
thereof, the Issuing Lender agrees to allot and does allot, to itself and each
other Revolving Credit Lender, and each such Lender severally and irrevocably
agrees to take and does take in such Letter of Credit, an L/C Participating
Interest in a percentage equal to such Lender's Revolving Credit Commitment
Percentage.

                  3.7 Procedure for Opening Letters of Credit. Upon receipt of a
Letter of Credit Request from the Company, the Issuing Lender will process the
request in accordance with its customary procedures. If the format of the
requested Letter of Credit is reasonably acceptable to the Issuing Lender, the
Issuing Lender shall promptly open such Letter of Credit, provided that such
opening does not violate the conditions of the applicable subsections of this
agreement, by issuing the original of such Letter of Credit to the beneficiary
and furnishing a copy to the Company. Promptly after the issuance of, or
amendment to, any Standby L/C, the Issuing Lender shall notify the
Administrative Agent and each Lender of such issuance or amendment.

                  3.8 Reimbursement, (a) If the Issuing Lender shall make any
payment under any Letter of Credit issued for the account of the Company, the
Company shall reimburse such payment by paying to the Issuing Lender an amount
equal to such payment not later than 12:00 noon, New York City time, on the date
that such payment by the Issuing Lender is made, if the Company shall have
received notice of such payment prior to 10:00 a.m., New York City time, on such
date, or, if such notice has not been received by the Company prior to such time
on such date, then not later than 12:00 noon, New York City time, on (i) the
Business Day that the Company receives such notice, if such notice is received
prior to 10:00 a.m., New York City time, on the day of receipt, or (ii) the
Business Day immediately following the day that the Company receives such
notice, if such notice is not received prior to such time on the day of receipt;
provided that if such payment by the Issuing Lender is not less than $250,000,
the Company may, subject to the conditions to borrowing set forth herein,
request in accordance with Section 5.1 that such payment be financed with an
Alternate Base Rate Loan or Swingline Loan in an equivalent amount and, to the
extent so financed, the Company's obligation to make such payment shall be
discharged and replaced by the resulting Alternate Base Rate Loan or Swingline
Loan. If the Company fails to make such payment when due, the Administrative
Agent shall notify each Lender of the applicable L/C Obligation, the payment
then due from the Company in respect thereof and such Lender's pro rata share
(based on its Revolving Credit Commitment) of such L/C Obligation. Promptly
following receipt of such notice, each Lender shall pay to the Administrative
Agent for the account of the Issuing Lender its pro rata share (based on its
Revolving Credit Commitment) of such L/C Obligation then due from the Company.
Any payment made by a Lender pursuant to this paragraph to reimburse the Issuing
Lender for any L/C Disbursement (other than the funding of ABR Revolving Loans
or a Swingline Loan as

                                       29

<PAGE>

contemplated above) shall not constitute a Loan and shall not relieve the
Borrower of its obligation to reimburse such L/C Disbursement.

                  (b) The Company agrees to pay interest on any unreimbursed
portion of any such L/C Obligation from the date of such payment giving rise to
such L/C Obligation until reimbursement in full thereof at a rate per annum
equal to (A) on or prior to the date which is one Business Day after the day on
which such reimbursement from the Company is due pursuant to the preceding
paragraph (a), the Alternate Base Rate plus the Applicable Margin for the
Revolving Credit Loans and (B) thereafter, the Alternate Base Rate plus the
Applicable Margin for the Revolving Credit Loans plus 2%.

                  (c) Whenever, at any time after the Issuing Lender has made a
payment under any Letter of Credit and has received from any other Revolving
Credit Lender such other Lender's pro rata share of the L/C Obligation arising
therefrom, the Issuing Lender receives any reimbursement on account of such L/C
Obligation or any payment of interest on account thereof, the Issuing Lender
will promptly distribute to such other Lender its pro rata share thereof in like
funds as received; provided that in the event that the receipt by the Issuing
Lender of such reimbursement or such payment of interest (as the case may be) is
required to be returned, such other Lender will return to the Issuing Lender any
portion thereof previously distributed by the Issuing Lender to it in like funds
as such reimbursement or payment is required to be returned by the Issuing
Lender.

                  3.9 Letter of Credit Fees, (a) In lieu of any letter of credit
commissions and fees provided for in any a Letter of Credit Request relating to
Standby or Commercial L/Cs (other than standard administrative, issuance,
amendment, payment and negotiation fees), the Company agrees to pay the
Administrative Agent, for the account of the Issuing Lender and the
Participating Lenders, with respect to each Standby or Commercial L/C issued for
the account of the Company, a Standby or Commercial L/C fee, as the case may be,
equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar
Loans per annum on the daily amount available to be drawn under each Standby L/C
in the case of a Standby L/C and on the maximum face amount of each Commercial
L/C in the case of a Commercial L/C, in either case, payable, in arrears, on the
last day of each March, June, September and December and on the date upon which
the Revolving Loan Commitments have terminated and such Letter of Credit has
been terminated in accordance with its terms. The Administrative Agent will
disburse any Standby or Commercial L/C fees received pursuant to this subsection
3.9(a) to the respective Lenders promptly following the receipt of any such fees
in the case of a Standby L/C and, in the case of a Commercial L/C, following the
end of the calendar month in which such Commercial L/C fees were received.
Notwithstanding the foregoing, the Company agrees to pay, at the time of their
incurrence, standard administrative, issuance, amendment, payment and
negotiation fees to the Issuing Lender.

                  (b) In addition, the Company agrees to pay to the respective
Issuing Lender, for its own account, a facing fee in respect of each Standby or
Commercial L/C issued for its account hereunder (the "Facing Fee") for the
period from and including the date of issuance of such Standby or Commercial L/C
to and including the termination thereof, computed at a rate equal to 1/4 of 1%
per annum of the daily amount available to be drawn under such Standby or

                                       30

<PAGE>

Commercial L/C. Accrued Facing Fees with respect to each Letter of Credit shall
be due and payable quarterly in arrears on the last day of each March, June,
September and December and on the date upon which the Revolving Loan Commitments
have terminated and such Letter of Credit has been terminated in accordance with
its terms.

                  (c) For purposes of any payment of fees required pursuant to
this subsection 3.9, the Administrative Agent agrees to provide to the Company a
statement of any such fees to be so paid; provided that the failure by the
Administrative Agent to provide the Company with any such invoice shall not
relieve the Company of its obligation to pay such fees.

                  3.10 Letter of Credit Reserves. (a) If any Change in Law shall
either (i) impose, modify, deem or make applicable any reserve, special deposit,
assessment or similar requirement against letters of credit issued by the
Issuing Lender or (ii) impose on the Issuing Lender any other condition
regarding this Agreement (with respect to Letters of Credit) or any Letter of
Credit, and the result of any event referred to in clause (i) or (ii) above
shall be to increase the cost of the Issuing Lender of issuing or maintaining
any Letter of Credit (which increase in cost shall be the result of the Issuing
Lender's reasonable allocation of the aggregate of such cost increases resulting
from such events), then, upon demand by the Issuing Lender, the Company shall
immediately pay to the Issuing Lender, from time to time as specified by the
Issuing Lender, additional amounts which shall be sufficient to compensate the
Issuing Lender for such increased cost, together with interest on each such
amount from the date demanded until payment in full thereof at a rate per annum
equal to the rate applicable to Alternate Base Rate Loans pursuant to subsection
5.5(b). The Company shall not be required to make any payments to the Issuing
Lender for any additional amounts pursuant to this subsection 3.10(a) unless the
Issuing Lender has given written notice to the Company of its intent to request
such payments prior to or within 60 days after the date on which the Issuing
Lender became entitled to claim such amounts. A certificate, setting forth in
reasonable detail the calculation of the amounts involved, submitted by the
Issuing Lender to the Company concurrently with any such demand by the Issuing
Lender, shall be conclusive, absent manifest error, as to the amount thereof.

                  (b) In the event that any Change in Law with respect to the
Issuing Lender shall, in the opinion of the Issuing Lender, require that any
obligation under any Letter of Credit be treated as an asset or otherwise be
included for purposes of calculating the appropriate amount of capital to be
maintained by the Issuing Lender or any corporation controlling the Issuing
Lender, and such Change in Law shall have the effect of reducing the rate of
return on the Issuing Lender's or such corporation's capital, as the case may
be, as a consequence of the Issuing Lender's obligations under such Letter of
Credit to a level below that which the Issuing Lender or such corporation, as
the case may be, could have achieved but for such Change in Law (taking into
account the Issuing Lender's or such corporation's policies, as the case may be,
with respect to capital adequacy) by an amount deemed by the Issuing Lender to
be material, then from time to time following notice by the Issuing Lender to
the Company of such Change in Law, within 15 days after demand by the Issuing
Lender, the Company shall pay to the Issuing Lender such additional amount or
amounts as will compensate the Issuing Lender or such corporation, as the case
may be, for such reduction. The Issuing Lender agrees that, upon the occurrence
of any event giving rise to the operation of paragraph (a) or (b) of this
subsection 3.10 with respect to the Issuing Lender, it will, if requested by the
Company and to the extent permitted by law or by

                                       31

<PAGE>

the relevant Governmental Authority, endeavor in good faith to avoid or minimize
the increase in costs or reduction in payments resulting from such event;
provided that such avoidance or minimization can be made in such a manner that
the Issuing Lender, in its sole determination, suffers no economic, legal or
regulatory disadvantage. The Company shall not be required to make any payments
to the Issuing Lender for any additional amounts pursuant to this subsection
3.10(b) unless the Issuing Lender has given written notice to the Company of its
intent to request such payments prior to or within 60 days after the date on
which the Issuing Lender became entitled to claim such amounts. A certificate,
in reasonable detail, setting forth the calculation of the amounts involved,
submitted by the Issuing Lender to the Company concurrently with any such demand
by the Issuing Lender, shall be conclusive, absent manifest error, as to the
amount thereof.

                  (c) The Company and each Participating Lender agree that the
provisions of the foregoing paragraphs (a) and (b) shall apply equally to each
Participating Lender in respect of its L/C Participating Interest in such Letter
of Credit, as if the references in such paragraphs and provisions referred to,
where applicable, such Participating Lender or, in the case of paragraph (b),
any corporation controlling such Participating Lender.

                  3.11 Further Assurances. The Company hereby agrees, from time
to time, to do and perform any and all acts and to execute any and all further
instruments reasonably requested by the Issuing Lender more fully to effect the
purposes of this Agreement and the issuance of Letters of Credit hereunder.

                  3.12 Obligations Absolute. The payment obligations of the
Company under this Agreement with respect to the Letters of Credit shall be
unconditional and irrevocable and shall be paid strictly in accordance with the
terms of this Agreement under all circumstances, including, without limitation,
the following circumstances:

                           (A) the existence of any claim, set-off, defense or
         other right which the Company or any of its Subsidiaries may have at
         any time against any beneficiary, or any transferee, of any Letter of
         Credit (or any Persons for whom any such beneficiary or any such
         transferee may be acting), the Issuing Lender, any Agent or any Lender,
         or any other Person, whether in connection with this Agreement, any
         Credit Document, the transactions contemplated herein, or any unrelated
         transaction;

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

                           (C) payment by the Issuing Lender under any Letter of
         Credit against presentation of a draft or certificate or other document
         which does not comply with the terms of such Letter of Credit or is
         insufficient in any respect, except where such payment constitutes
         gross negligence or willful misconduct on the part of the Issuing
         Lender; or

                                       32

<PAGE>

                           (D) any other circumstances or happening whatsoever,
         whether or not similar to any of the foregoing, except for any such
         circumstances or happening constituting gross negligence or willful
         misconduct on the part of the Issuing Lender.

                  3.13 Assignments. No Participating Lender's participation in
any Letter of Credit or any of its rights or duties hereunder shall be
subdivided, assigned or transferred (other than in connection with a transfer of
part or all of such Participating Lender's Revolving Credit Commitment in
accordance with subsection 12.6(c)) without the prior written consent of the
Issuing Lender, which consent will not be unreasonably withheld. Such consent
may be given or withheld without the consent or agreement of any other
Participating Lender.

                  3.14 Participations. The obligation of each Revolving Credit
Lender to purchase participating interests pursuant to subsection 3.6 shall be
absolute and unconditional and shall not be affected by any circumstance,
including, without limitation, (i) any set-off, counterclaim, recoupment,
defense or other right which such Lender may have against the Issuing Lender,
the Company or any other Person for any reason whatsoever; (ii) the occurrence
or continuance of an Event of Default; (iii) any adverse change in the condition
(financial or otherwise) of the Company; (iv) any breach of this Agreement by
the Company or any other Lender; or (v) any other circumstance, happening or
event whatsoever, whether or not similar to any of the foregoing.

                  3.15 Replacement of the Issuing Lender. The Issuing Lender may
be replaced at any time by written agreement among the Company, the
Administrative Agent, the replaced Issuing Lender and the successor Issuing
Lender. The Administrative Agent shall notify the Lenders of any such
replacement of the Issuing Lender. At the time any such replacement shall become
effective, the Company shall pay all unpaid fees accrued for the account of the
replaced Issuing Lender pursuant to Section 3.9. From and after the effective
date of any such replacement, (i) the successor Issuing Lender shall have all
the rights and obligations of the Issuing Lender under this Agreement with
respect to Letters of Credit to be issued thereafter and (ii) references herein
to the term "Issuing Lender" shall be deemed to refer to such successor or to
any previous Issuing Lender, or to such successor and all previous Issuing
Lenders, as the context shall require. After the replacement of an Issuing
Lender hereunder, the replaced Issuing Lender shall remain a party hereto and
shall continue to have all the rights and obligations of an Issuing Lender under
this Agreement with respect to Letters of Credit issued by it prior to such
replacement, but shall not be required to issue additional Letters of Credit.

                  SECTION 4. [RESERVED]

                  SECTION 5. GENERAL PROVISIONS APPLICABLE TO LOANS

                  5.1 Procedure for Borrowing. (a) The Company may borrow under
the Commitments on any Business Day, provided that, with respect to any
borrowing, the Company shall give the Administrative Agent irrevocable notice
(which notice must be received by the Administrative Agent prior to 12:00 noon
(or, with respect to Swing Line Loans, 1:00 p.m.), New York City time, (i) three
Business Days prior to the requested Borrowing Date if all or any part of the
Loans are to be Eurodollar Loans and (ii) one Business Day prior to the
requested

                                       33

<PAGE>

Borrowing Date (or, in the case of Swing Line Loans and, if the Closing Date
occurs on the date this Agreement is executed and delivered, Loans made on the
Closing Date, on the requested Borrowing Date) if the borrowing is to be solely
of Alternate Base Rate Loans) and specifying (A) the amount of the borrowing,
(B) whether such Loans are initially to be Eurodollar Loans or Alternate Base
Rate Loans or a combination thereof, (C) if the borrowing is to be entirely or
partly Eurodollar Loans, the length of the Interest Period for such Eurodollar
Loans and (D) whether the Loan is a Term Loan, Revolving Credit Loan or a Swing
Line Loan. Upon receipt of such notice the Administrative Agent shall promptly
notify each Lender. Not later than 12:00 noon, New York City time, on the
Borrowing Date specified in such notice, each Lender with a Commitment of the
respective Tranche shall make available to the Administrative Agent at the
office of the Administrative Agent specified in subsection 12.2 (or at such
other location as the Administrative Agent may direct) an amount in immediately
available funds equal to the amount of the Loan to be made by such Lender
(except that proceeds of Swing Line Loans will be made available to the Company
in accordance with subsection 3.4(a)). Loan proceeds received by the
Administrative Agent hereunder shall promptly be made available to the Company
by the Administrative Agent's crediting the account of the Company, at the
office of the Administrative Agent specified in subsection 12.2, with the
aggregate amount actually received by the Administrative Agent from the Lenders
and in like funds as received by the Administrative Agent.

                  (b) Any borrowing of Eurodollar Loans hereunder shall be in
such amounts and be made pursuant to such elections so that, after giving effect
thereto, (i) the aggregate principal amount of all Eurodollar Loans having the
same Interest Period shall not be less than $1,000,000 or a whole multiple of
$500,000, in excess thereof and (ii) no more than twenty Interest Periods shall
be in effect at any one time.

                  5.2 Conversion and Continuation Options. (a) Subject to
subsection 5.12, the Company may elect from time to time to convert Eurodollar
Loans into Alternate Base Rate Loans by giving the Administrative Agent
irrevocable notice of such election, to be received by the Administrative Agent
prior to 12:00 noon, New York City time, at least three Business Days prior to
the proposed conversion date. The Company may elect from time to time to convert
all or a portion of the Alternate Base Rate Loans (other than Swing Line Loans)
then outstanding to Eurodollar Loans by giving the Administrative Agent
irrevocable notice of such election, to be received by the Administrative Agent
prior to 12:00 noon, New York City time, at least three Business Days prior to
the proposed conversion date, specifying the Interest Period selected therefor,
and, if no Default or Event of Default has occurred and is continuing, such
conversion shall be made on the requested conversion date or, if such requested
conversion date is not a Business Day, on the next succeeding Business Day. Upon
receipt of any notice pursuant to this subsection 5.2, the Administrative Agent
shall promptly notify each Lender thereof. All or any part of the outstanding
Loans (other than Swing Line Loans) may be converted as provided herein,
provided that partial conversions of Alternate Base Loans shall be in the
aggregate principal amount of $500,000 or a whole multiple of $100,000 in excess
thereof and the aggregate principal amount of the resulting Eurodollar Loans of
a given Tranche of Loans outstanding in respect of any one Interest Period shall
be at least $1,000,000 or a whole multiple of $500,000 in excess thereof.

                                       34

<PAGE>

                  (b) Any Eurodollar Loans may be continued as such upon the
expiration of the then current Interest Period with respect thereto by the
Company giving notice to the Administrative Agent, in accordance with the
applicable provisions of the term "Interest Period" set forth in subsection 1.1,
of the length of the next Interest Period to be applicable to such Loans,
provided that no Eurodollar Loan may be continued as such (i) when any Event of
Default has occurred and is continuing and the Administrative Agent or the
Required Lenders have, by written notice to the Company, determined that such a
continuation is not appropriate, (ii) if, after giving effect thereto,
subsection 5.1(b) would be contravened or (iii) after the date that is one month
prior to the Revolving Credit Termination Date (in the case of continuations of
Revolving Credit Loans) or the final Installment Payment Date of the Term Loans
(in the case of continuations of Term Loans).

                  5.3 Changes of Commitment Amounts. (a) The Company shall have
the right, upon not less than three Business Days' notice to the Administrative
Agent, to terminate or from time to time to permanently reduce the Revolving
Credit Commitments, provided that to the extent, if any, that the sum of the
amount of the Revolving Credit Loans, Swing Line Loans and L/C Obligations then
outstanding and the amounts available to be drawn under outstanding Letters of
Credit exceeds the amount of the Revolving Credit Commitments as then reduced,
the Company shall be required to make a prepayment equal to such excess amount,
the proceeds of which shall be applied, first, to payment of the Swing Line
Loans then outstanding, second, to payment of the Revolving Credit Loans then
outstanding, third, to payment of any L/C Obligations then outstanding, and
fourth, to cash collateralize any outstanding Letters of Credit on terms
reasonably satisfactory to the Administrative Agent. Any such termination of the
Revolving Credit Commitments shall be accompanied by prepayment in full of the
Revolving Credit Loans, Swing Line Loans and L/C Obligations then outstanding
and by cash collateralization of any outstanding Letters of Credit on terms
reasonably satisfactory to the Administrative Agent. Upon termination of the
Revolving Credit Commitments, any Letter of Credit then outstanding that has
been fully cash collateralized on terms reasonably satisfactory to the
Administrative Agent shall no longer be considered a "Letter of Credit" as
defined in subsection 1.1 and any L/C Participating Interests heretofore granted
by the Issuing Lender to the Lenders in such Letter of Credit shall be deemed
terminated (subject to automatic reinstatement in the event that such cash
collateral is returned and the Issuing Lender is not fully reimbursed for any
such L/C Obligations) but the Letter of Credit fees payable under subsection 3.9
shall continue to accrue to the Issuing Lender and the Participating Lenders
(or, in the event of any such automatic reinstatement, as provided in subsection
3.9) with respect to such Letter of Credit until the expiry thereof; provided
that, following such a termination of the Revolving Credit Commitments and the
payment in full of all Revolving Credit Loans, in lieu of paying, in respect of
such fully cash collateralized letter of credit, a Standby or Commercial L/C
fee, as the case may be, equal to the Applicable Margin for Revolving Credit
Loans which are Eurodollar Loans per annum, the Company shall pay to the
Administrative Agent an amount equal to 0.25% per annum).

                  (b) [RESERVED]

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<PAGE>

                  (c) In the case of termination of the Revolving Credit
Commitments, interest accrued and unpaid on the amount of any prepayment
relating thereto and any unpaid commitment fee accrued hereunder shall be paid
on the date of such termination. Any such partial reduction of the Revolving
Credit Commitments shall be in an amount of $1,000,000 or a whole multiple of
$500,000 in excess thereof and shall, in each case, reduce permanently the
amount of the Revolving Credit Commitments then in effect.

                  5.4 Optional and Mandatory Prepayments; Repayments of Term
Loans. (a) Subject to subsection 5.12, the Company may at any time and from time
to time prepay Loans, in whole or in part, without premium or penalty, by giving
irrevocable (including via e-mail) written notice to the Administrative Agent by
10:00 a.m., New York City time, on the same Business Day (or, in the case of
Swing Line Loans, by irrevocable written (including via e-mail) notice to the
Administrative Agent by 12:00 noon, New York City time, on the same Business
Day) in the case of Alternate Base Rate Loans, and three Business Days'
irrevocable written (including via e-mail) notice to the Administrative Agent in
the case of Eurodollar Loans specifying the date and amount of prepayment and
whether the prepayment is of Term Loans or Revolving Credit Loans. Upon receipt
of such notice the Administrative Agent shall promptly notify each Lender
thereof. If such notice is given, the Company shall make such prepayment, and
the payment amount specified in such notice shall be due and payable, on the
date specified therein. Partial prepayments (i) of Term Loans shall be in an
aggregate principal amount equal to the lesser of (A) (I) $1,000,000, or a whole
multiple of $500,000 in excess thereof with respect to Eurodollar Loans or (II)
$500,000, or a whole multiple of $100,000 in excess thereof with respect to
Alternate Base Rate Loans and (B) the aggregate unpaid principal amount of the
Term Loans and (ii) of Revolving Credit Loans shall be in an aggregate principal
amount equal to the lesser of (A) (I) $1,000,000, or a whole multiple of
$100,000 in excess thereof with respect to Eurodollar Loans or (II) $500,000 or
a whole multiple of $100,000 in excess thereof with respect to Alternate Base
Rate Loans and (B) the aggregate unpaid principal amount of the Revolving Credit
Loans, as the case may be. Prepayments of the Term Loans pursuant to this
subsection 5.4(a) shall be applied to reduce the then remaining installments
thereof ratably according to the amounts of such installments after giving
effect to all prior reductions thereto; provided that, at the option of the
Company any such prepayment may be applied first to the immediately succeeding
12 months' scheduled installment of the Term Loans in direct order of maturity
and then to reduce all remaining installments thereof as described in the
foregoing.

                  (b) [RESERVED]

                  (c) (i) If, subsequent to the Closing Date, Holdings, the
Company or any of its Subsidiaries shall issue any Capital Stock, 50% of the Net
Proceeds thereof (excluding amounts provided by the Investor Group or their
Affiliates or by management employees of such issuer) shall promptly, and in any
event within two Business Days after the date of receipt, be delivered to the
Administrative Agent to be applied by it, subject to clause (vii) of this
subsection 5.4(c), toward the prepayment of the Term Loans as set forth in
clause (vi) of this subsection 5.4(c); provided that Net Proceeds of such
issuance shall be deemed to be Net Proceeds of such issuance for purposes of
this subsection 5.4(c)(i) only after deducting therefrom any cash proceeds
therefrom actually applied to the redemption of up to 35% of the Permanent
Subordinated Debt under any applicable "equity clawback" provisions and the
payment of any expense, premium or

                                       36

<PAGE>

penalties or accrued interest with respect thereto. Notwithstanding the
foregoing provisions of this subsection 5.4(c)(i), if at any time a mandatory
repayment of Loans pursuant to this subsection 5.4(c)(i) would result in the
Company incurring breakage costs under subsection 5.12 as a result of Eurodollar
Loans being prepaid (after all then outstanding Alternate Base Rate Loans of the
respective Tranche have been repaid in full) other than on the last day of an
Interest Period applicable thereto ("Affected Eurodollar Loans"), then the
Company may, upon notice to the Administrative Agent, initially deposit a
portion (up to 100%) of the amount that otherwise would have been paid in
respect of such Affected Eurodollar Loans with the Administrative Agent (which
deposit must be equal in amount to the amount of such Affected Eurodollar Loans
not immediately repaid) to be held as security for the obligations of the
Company hereunder pursuant to a cash collateral arrangement reasonably
satisfactory to the Administrative Agent and the Company which shall permit
investments in Cash Equivalents reasonably satisfactory to the Administrative
Agent, with such cash collateral to be directly applied upon the earlier of (x)
the first occurrence (or occurrences) thereafter of the last day of an Interest
Period applicable to the relevant Affected Eurodollar Loans of the respective
Tranche or Tranches that were initially required to be repaid (or such earlier
date or dates as shall be requested by the Company) and (y) the date which is 90
days after such initial deposit, to repay an aggregate principal amount of such
Loans equal to the Affected Eurodollar Loans not initially repaid pursuant to
this sentence.

                           (ii) If, subsequent to the Closing Date, the Company
         or any of its Subsidiaries shall incur or permit the incurrence of any
         Indebtedness (other than Indebtedness permitted pursuant to subsection
         9.1), 100% of the Net Proceeds thereof shall promptly, and in any event
         within two Business Days after the date of receipt, be delivered to the
         Administrative Agent to be applied by it, subject to clause (vii) of
         this subsection 5.4(c), toward the prepayment of the Term Loans as set
         forth in clause (vi) of this subsection 5.4(c) (it being understood and
         agreed that such Net Proceeds shall not be required to be so delivered
         and no prepayment shall be required under this clause (ii) of this
         subsection 5.4(c) if, at the time such prepayment would otherwise be
         required, all Term Loans shall have been repaid in full); provided
         that, notwithstanding anything to the contrary contained above, the Net
         Proceeds in excess of $10,000,000 of any Indebtedness incurred pursuant
         to clause (C) of subsection 9.1(d)(ii) shall be applied as otherwise
         required (for this purpose, ignoring the first parenthetical in this
         clause (ii)) by this clause (ii).

                           (iii) If, subsequent to the Closing Date, Holdings or
         any of its Subsidiaries shall receive Net Proceeds from any Asset Sale,
         such Net Proceeds shall promptly, and in any event within two Business
         Days after the date of receipt, be delivered to the Administrative
         Agent to be applied by it, subject to clause (vii) of this subsection
         5.4(c), toward the prepayment of the Term Loans as set forth in clause
         (vi) of this subsection 5.4(c); provided that such Net Proceeds need
         not be applied to the prepayment of the Term Loans and the reduction of
         the Revolving Credit Commitments until the first date that the
         aggregate amount of Net Proceeds received by Holdings and its
         Subsidiaries from one or more Asset Sales (which have not yet been
         applied as otherwise required by this subsection 5.4(c)(iii)) exceed
         $2,000,000; provided further that, in the case of Net Proceeds received
         pursuant to subsection 9.5(1), only 50% of such Net Proceeds need to be
         applied in accordance with this clause (iii).

                                       37

<PAGE>

                           (iv) If for any Excess Cash Flow Period there shall
         be Excess Cash Flow for such Excess Cash Flow Period, 50% of such
         Excess Cash Flow shall be delivered to the Administrative Agent to be
         applied by it, subject to clause (vii) of this subsection 5.4(c),
         toward the prepayment of the Term Loans as set forth in clause (vi) of
         this subsection 5.4(c) (it being understood and agreed that such Net
         Proceeds shall not be required to be so delivered and no prepayment
         shall be required under this clause (iv) of this subsection 5.4(c) if,
         at the time such prepayment would otherwise be required, all Term Loans
         shall have been repaid in full); provided that the foregoing percentage
         shall be reduced to (x) 25% for any Excess Cash Flow Period at the end
         of which the Leverage Ratio of the Company (as determined from the
         relevant financial statements delivered pursuant to subsection 8.1(b)
         hereof) shall be not more than 3.25 to 1.00 and (y) 0% for any Excess
         Cash Flow Period at the end of which the Leverage Ratio of the Company
         (as determined from the relevant financial statements delivered
         pursuant to subsection 8.1(b) hereof) shall be not more than 2.50 to
         1.00. Each such prepayment shall be made not later than 120 days after
         the end of such Excess Cash Flow Period.

                           (v) If, subsequent to the Closing Date, the Company
         or any of its Subsidiaries shall receive any Net Proceeds from any
         Recovery Event, 100% of such Net Proceeds shall be delivered to the
         Administrative Agent to be applied by it, subject to clause (vii) of
         this subsection 5.4(c), toward the prepayment of the Term Loans as set
         forth in clause (vi) of this subsection 5.4(c) (it being understood and
         agreed that such Net Proceeds shall not be required to be so delivered
         and no prepayment shall be required under this clause (v) of this
         subsection 5.4(c) if, at the time such prepayment would otherwise be
         required, all Term Loans shall have been repaid in full).
         Notwithstanding the foregoing, such proceeds shall not be required to
         be so applied to the extent that the Company invests or commits to
         reinvest such proceeds in new or existing properties or assets within
         eighteen months following the date of such Recovery Event; provided
         that, if an Event of Default then exists, upon the Administrative
         Agent's request, such proceeds shall, during the continuance of such
         Event of Default, at the Company's election, (I) be deposited with the
         Administrative Agent pursuant to a cash collateral arrangement
         reasonably satisfactory to the Administrative Agent and the Company
         whereby such proceeds shall be disbursed to the Company from time to
         time as needed to pay actual costs incurred by it in connection with
         the replacement or restoration of the respective properties or assets
         or the purchase of their substantial equivalent(s) or (II) be applied
         to repay the principal amount of Revolving Credit Loans so long as an
         equal amount of Revolving Credit Commitment is then blocked, pursuant
         to arrangements reasonably satisfactory to the Administrative Agent and
         the Company, provided that such blocked Revolving Credit Commitment
         shall become available, subject to the terms and conditions of this
         Agreement, as needed to pay actual costs incurred in connection with
         the replacement or restoration of the respective properties or assets
         or the purchase of their substantial equivalent(s); and provided
         further that, if all or any portion of such proceeds are not so used
         within eighteen months after the date of the respective Recovery Event,
         then such remaining portion not used shall be delivered to the
         Administrative Agent on the date occurring eighteen months after the
         date of the respective Recovery

                                       38

<PAGE>

         Event to be applied by it, subject to clause (vii) of this subsection
         5.4(c), toward the prepayment of the Term Loans as set forth in clause
         (vi) of this subsection 5.4(c).

                           (vi) Prepayments made pursuant to subsection
         5.4(c)(iii) shall be applied by the Company, first, to the prepayment
         of the Term Loans, with each prepayment of principal of Term Loans
         pursuant to this subsection to be applied to reduce the then remaining
         installments of the Term Loans ratably according to the amounts of such
         installments after giving effect to all prior reductions thereto
         (provided that at the Company's option, any such prepayment of the Term
         Loans may be applied first to the immediately succeeding 12 months'
         scheduled amortization payment of the Term Loans in direct order of
         maturity and then to reduce all remaining installments thereof as
         described in the foregoing), and second, to reduce permanently the
         Revolving Credit Commitments. Any such reduction of the Revolving
         Credit Commitments shall be accompanied by prepayment of, first, the
         Swing Line Loans, second, the Revolving Credit Loans and, third, the
         L/C Obligations to the extent, if any, that the sum of the aggregate
         outstanding principal amount of Revolving Credit Loans, the aggregate
         outstanding principal amount of all Swing Line Loans, the aggregate
         amount available to be drawn under all outstanding Letters of Credit
         and the aggregate outstanding amount of all L/C Obligations, in each
         case of all Lenders, exceeds the amount of the aggregate Revolving
         Credit Commitments as so reduced, provided that if the aggregate
         principal amount of Revolving Credit Loans, Swing Line Loans and L/C
         Obligations then outstanding is less than the amount of such excess
         (because Letters of Credit constitute a portion thereof), the Company
         shall, to the extent of the balance of such excess, replace outstanding
         Letters of Credit and/or deposit an amount in cash in a cash collateral
         account established for the benefit of the Lenders. Prepayments made
         pursuant to subsections 5.4(c)(i), (ii), (iv) and (v) shall be applied
         to the prepayment of the Term Loans in the manner set forth above in
         this subsection 5.4(c)(vi).

                           (vii) Notwithstanding the provisions of this
         subsection 5.4, with respect to the amount of any mandatory prepayment
         described herein that is received by the Administrative Agent pursuant
         to subsection 5.4(c) (such amount, the "Term Loan Prepayment Amount"),
         at any time when Term Loans remain outstanding, the Administrative
         Agent shall promptly provide to each Term Loan Lender a notice (each a
         "Prepayment Option Notice") as described below. Each Prepayment Option
         Notice shall be in writing, shall refer to this subsection 5.4 and
         shall (i) set forth the Term Loan Prepayment Amount and the portion
         thereof that the applicable Term Loan Lender will be entitled to
         receive if it accepts such mandatory prepayment in accordance with this
         subsection 5.4(c)(vii), (ii) state that the Company, in accordance with
         this Agreement, is required to pay on a specified date (each a
         "Mandatory Prepayment Date"), which shall be not less than four days or
         more than six days after the date of the Prepayment Option Notice, the
         Term Loans of such Lender in an amount equal to the portion of the Term
         Loan Prepayment Amount indicated in such Lender's Prepayment Option
         Notice as being applicable to such Lender, (iii) request such Lender to
         notify the Company and the Administrative Agent in writing, no later
         than the second day prior to the Mandatory Prepayment Date, of such
         Lender's acceptance or rejection of such offer of prepayment and (iv)
         inform such Lender that failure by such Lender to accept or reject such
         offer in

                                       39

<PAGE>

         writing on or before the second day prior to the Mandatory Prepayment
         Date shall be deemed an acceptance of such prepayment offer. Each
         Prepayment Option Notice shall be given by telecopy, confirmed by hand
         delivery, overnight courier service or registered or certified mail, in
         each case addressed as provided in subsection 12.2. On the Mandatory
         Prepayment Date, the Administrative Agent shall apply the amounts
         received by it pursuant to clause (i), (ii), (iii), (iv) and/or (v), as
         the case maybe, (x) to prepay on behalf of the Company the portion of
         the Prepayment Amount in respect of which the Lenders have accepted
         prepayment as described above (such Lenders, the "Accepting Lenders"),
         with such application to be pro rata against the remaining installments
         of principal due in respect of the Term Loans of the Accepting Lenders
         in the manner set forth in the preceding paragraph (vi), and (y) to
         prepay on behalf of the Company any Revolving Credit Loans outstanding
         at such time on a pro rata basis but not to reduce the Revolving Credit
         Commitments, and any amounts remaining after such payments referred to
         in the immediately preceding clauses (x) and (y) are made shall be
         promptly returned to the Company. All amounts in respect of Net
         Proceeds delivered to the Administrative Agent pursuant to any of
         clause (i), (ii), (iii), (iv) or (v) of this subsection 5.4(c) shall be
         held from the time of receipt thereof to the date of application
         thereof in an interest bearing account under the control of the
         Administrative Agent, and any interest accrued on such amounts while in
         such account shall be paid to the Company at the time of such
         application).

                  (d) The Company shall give the Administrative Agent (which
shall promptly notify each Lender) at least one Business Day's notice of each
prepayment or mandatory reduction pursuant to this subsection 5.4(c) setting
forth the date and amount thereof. Except as otherwise may be agreed by the
Company and the Required Lenders, and subject to subsection 5.4(c)(vi), any
prepayment of Loans pursuant to this subsection 5.4 shall be applied, first, to
any Alternate Base Rate Loans of the respective Tranche then outstanding and the
balance of such prepayment, if any, to the Eurodollar Loans of the respective
Tranche then outstanding; provided that prepayments of Eurodollar Loans, if not
on the last day of the Interest Period with respect thereto, shall, at the
Company's option, be prepaid subject to the provisions of subsection 5.12 or the
amount of such prepayment (after application to any Alternate Base Rate Loans)
shall be deposited with the Administrative Agent as cash collateral for the
Loans of the respective Tranche on terms reasonably satisfactory to the
Administrative Agent and thereafter shall be applied in the order of the
Interest Periods of the respective Tranche next ending most closely to the date
such prepayment is required to be made and on the last day of each such Interest
Period. After such application, unless an Event of Default shall have occurred
and be continuing, any remaining interest earned on such cash collateral shall
be paid to the Company.

                  (e) The Term Loans shall be repaid in twelve installments on
the dates set forth below (each such day, an "Installment Payment Date"),
commencing on December 31, 2003 in an aggregate amount equal to the amount
specified for each such Installment Payment Date.

                                       40

<PAGE>

<TABLE>
<CAPTION>
Installment Payment Date                           Installment Amount
------------------------                           ------------------
<S>                                                <C>
    December 31, 2003                                 $  7,500,000
    June 3 0, 2004                                    $  7,500,000
    December 31, 2004                                 $ 10,000,000
    June 30, 2005                                     $ 10,000,000
    December 31, 2005                                 $ 12,500,000
    June 30, 2006                                     $ 12,500,000
    December 31, 2006                                 $ 15,000,000
    June 30, 2007                                     $ 15,000,000
    December 31, 2007                                 $ 17,500,000
    June 30, 2008                                     $ 17,500,000
    December 31, 2008                                 $ 27,500,000
    Maturity Date                                     $ 27,500,000
</TABLE>

; provided that if the Senior Subordinated Notes have not been refinanced or
extended prior to May 15, 2007 to a date not earlier than December 31, 2009, all
outstanding Term Loans shall mature and shall be repaid on May 15, 2007;
provided further that if the Senior Subordinated Notes shall have been
refinanced or extended prior to May 15, 2007 to a date prior to December .31,
2009, all outstanding Term Loans shall mature on the date which is six months
prior to such date to which the Senior Subordinated Notes shall have been
refinanced or extended (whichever of such maturity dates may be applicable, the
"Early Maturity Date"). Once an Early Maturity Date shall have been fixed
pursuant to this provision it shall not be further extended.

                  (f) Amounts repaid on account of the Term Loans pursuant to
this subsection 5.4 or otherwise may not be reborrowed. Accrued interest on the
amount of any prepayments shall be paid on the Interest Payment Date next
succeeding (or occurring on the same date as) the date of any partial prepayment
and on the date of such prepayment in the case of a prepayment in full of the
Term Loans.

                  5.5 Interest Rates and Payment Dates. (a) Eurodollar Loans
shall bear interest for each day during each Interest Period applicable thereto,
commencing on (and including) the first day of such Interest Period to, but
excluding, the last day of such Interest Period, on the unpaid principal amount
thereof at a rate per annum equal to the Eurodollar Rate determined for such
Interest Period plus the Applicable Margin.

                  (b) Alternate Base Rate Loans shall bear interest for the
period from and including the date such Loans are made to, but excluding, the
maturity date thereof, or to, but excluding, the conversion date if such Loans
are earlier converted into Eurodollar Loans on the unpaid principal amount
thereof at a rate per annum equal to the Alternate Base Rate plus the Applicable
Margin.

                  (c) If all or a portion of (i) the principal amount of any of
the Loans or (ii) any interest payable thereon shall not be paid when due
(whether at the stated maturity, by acceleration or otherwise), such Loan, if a
Eurodollar Loan, shall be converted into an Alternate Base Rate Loan at the end
of the then-current Interest Period for said Eurodollar Loan (which

                                       41

<PAGE>

conversion shall occur automatically and without need for compliance with the
conditions for conversion set forth in subsection 5.2), and any such overdue
amount shall, without limiting the rights of the Lenders under Section 10, bear
interest (which shall be payable on demand) at a rate per annum which is 2% plus
the Alternate Base Rate plus the Applicable Margin (or, in the case of a
Eurodollar Loan, the Eurodollar Rate for the Interest Period plus the Applicable
Margin plus 2%) provided that if any Loan comes due during an Interest Period,
then for the remainder of such Interest Period such unpaid amounts in respect
thereof shall bear interest at a rate which is 2% in excess of the rate
otherwise applicable to such borrowings) from the date of such non-payment until
paid in full (as well after as before judgment).

                  (d) Except as otherwise expressly provided for in this
subsection 5.5, interest shall be payable in arrears on each Interest Payment
Date.

                  5.6 Computation of Merest and Fees. (a) All calculations of
interest hereunder shall be calculated on the basis of a 360 day year (or a 365
day year in the case of any Alternative Base Rate Loans the interest applicable
to which is based upon the Prime Rate) for the actual days elapsed. All
calculations of fees hereunder shall be calculated on the basis of a 365 day
year for the actual days elapsed. The Administrative Agent shall as soon as
practicable notify the Company and the Lenders of each determination of a
Eurodollar Rate. Any change in the interest rate on a Loan resulting from a
change in the Alternate Base Rate or the Eurocurrency Reserve Requirements shall
become effective as of the opening of business on the day on which such change
in the Alternate Base Rate is announced or such change in the Eurocurrency
Reserve Requirements becomes effective, as the case may be. The Administrative
Agent shall as soon as practicable notify the Company and the Lenders of the
effective date and the amount of each such change.

                  (b) Each determination of an interest rate by the
Administrative Agent pursuant to any provision of this Agreement shall be
conclusive and binding on the Company and the Lenders in the absence of manifest
error. The Administrative Agent shall, at the request of the Company or any
Lender, deliver to the Company or such Lender a statement showing the quotations
used by the Administrative Agent in determining the Eurodollar Rate.

                  5.7 Certain Fees. The Company agrees to pay to the
Administrative Agent, for its own account, the fees referred to in the
Administrative Agent's Fee Letter, dated as of May 16, 2003, between the
Administrative Agent and the Company.

                  5.8 Inability to Determine Interest Rate. In the event that
the Administrative Agent shall have determined (which determination shall be
conclusive and binding upon the Company) that (a) by reason of circumstances
affecting the interbank eurodollar market, adequate and reasonable means do not
exist for ascertaining the Eurodollar Rate for any Interest Period with respect
to (i) proposed Loans that the Company has requested be made as Eurodollar
Loans, (ii) any Eurodollar Loans that will result from the requested conversion
of all or part of the Alternate Base Rate Loans into Eurodollar Loans or (hi)
the continuation of any Eurodollar Loan as such for an additional Interest
Period, or (b) dollar deposits in the relevant amount and for the relevant
period with respect to any such Eurodollar Loan are not generally available to
the Lenders in their respective Eurodollar Lending Offices' interbank eurodollar
markets, the

                                       42

<PAGE>

Administrative Agent shall forthwith give telecopy notice of such determination,
confirmed in writing, to the Company and the Lenders at least one day prior to,
as the case may be, the requested Borrowing Date, the conversion date or the
last day of such Interest Period. If such notice is given (i) any requested
Eurodollar Loans shall be made as Alternate Base Rate Loans, (ii) any Alternate
Base Rate Loans that were to have been converted to Eurodollar Loans shall be
continued as Alternate Base Rate Loans, and (iii) any outstanding Eurodollar
Loans shall be converted on the last day of the then current Merest Period
applicable thereto into Alternate Base Rate Loans. Until such notice has been
withdrawn by the Administrative Agent, no further Eurodollar Loans shall be made
and no Alternate Base Rate Loans shall be converted to Eurodollar Loans.

                  5.9 Pro Rata Treatment and Payments. (a) Except to the extent
otherwise provided herein, each borrowing of Loans by the Company from the
Lenders and any reduction of the Commitments of the Lenders hereunder shall be
made pro rata according to the relevant Commitment Percentages of the Lenders
with respect to the Loans borrowed or the Commitments to be reduced.

                  (b) Whenever any payment received by the Administrative Agent
under this Agreement or any Note or any other Credit Document is insufficient to
pay in full all amounts then due and payable to the Administrative Agent and the
Lenders under this Agreement:

                  (i) If the Administrative Agent has not received a Payment
Sharing Notice (or, if the Administrative Agent has received a Payment Sharing
Notice but the Event of Default specified in such Payment Sharing Notice has
been cured or waived in accordance with the provisions of this Agreement), such
payment shall be distributed by the Administrative Agent and applied by the
Administrative Agent and the Lenders in the following order: first, to the
payment of fees and expenses due and payable to the Administrative Agent under
and in connection with this Agreement and the other Credit Documents; second, to
the payment of all expenses due and payable under subsection 12.5, ratably among
the Lenders in accordance with the aggregate amount of such payments owed to
each such Lender; third, to the payment of fees due and payable under
subsections 3.2 and 3.9, ratably among the Lenders in accordance with the
Commitment Percentage of each Lender of the Commitment for which such payment is
owed and, in the case of the Issuing Lender, the amount retained by the Issuing
Lender for its own account pursuant to subsection 3.9; fourth, to the payment of
interest then due and payable on the Loans and the L/C Obligations ratably in
accordance with the aggregate amount of interest owed to each such Lender; and
fifth, to the payment of the principal amount of the Loans and the L/C
Obligations which is then due and payable ratably (subject to the provisions of
following clause (c), to the extent applicable) among the Lenders in accordance
with the aggregate principal amount owed to each such Lender; or

                  (ii) If the Administrative Agent has received a Payment
Sharing Notice which remains in effect, all payments received by the
Administrative Agent under this Agreement or any Note shall be distributed by
the Administrative Agent and applied by the Administrative Agent and the Lenders
in the following order: first, to the payment of all amounts described in
clauses "first" through "third" of the foregoing clause (i) in the order set
forth therein; second, to the payment of the interest accrued on all Loans and
L/C Obligations, regardless of whether any

                                       43

<PAGE>

such amount is then due and payable, ratably among the Lenders in accordance
with the aggregate accrued interest plus the aggregate principal amount of all
Loans and L/C Obligations then due and payable and owed to such Lender; and
third, to the payment of the principal amount of all Loans and L/C Obligations,
regardless of whether any such amount is then due and payable, ratably among the
Lenders in accordance with the aggregate principal amount owed to such Lender.

                  (c) If any Lender (a "Non-Funding Lender") has (x) failed to
make a Revolving Credit Loan required to be made by it hereunder, and the
Administrative Agent has determined that such Lender is not likely to make such
Revolving Credit Loan or (y) given notice to the Company or the Administrative
Agent that it will not make, or that it has disaffirmed or repudiated any
obligation to make, any Revolving Credit Loan by reason of the provisions of the
Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended,
or otherwise, any payment made on account of the principal of the Revolving
Credit Loans outstanding shall be made as follows:

                  (i) in the case of any such payment made on any date when and
to the extent that in the determination of the Administrative Agent the Company
would be able under the terms and conditions hereof to reborrow the amount of
such payment under the Commitments and to satisfy any applicable conditions
precedent set forth in Section 7 to such reborrowing, such payment shall be made
on account of the outstanding Revolving Credit Loans held by the Lenders other
than the Non-Funding Lender pro rata according to the respective outstanding
principal amounts of the Revolving Credit Loans of such Lenders; and

                  (ii) otherwise, such payment shall be made on account of the
outstanding Revolving Credit Loans held by the Lenders pro rate according to the
respective outstanding principal amounts of such Revolving Credit Loans; and

                  (iii) any payment made on account of interest on the Revolving
Credit Loans shall be made pro rata according to the respective amounts of
accrued and unpaid interest due and payable on the Revolving Credit Loans with
respect to which such payment is being made. The Company agrees to give the
Administrative Agent such assistance in making any determination pursuant to
this subsection 5.9(c) as the Administrative Agent may reasonably request. Any
such determination by the Administrative Agent shall be conclusive and binding
on the Lenders.

                  (d) All payments (including prepayments) to be made by the
Company on account of principal, interest and fees shall be made without set-off
or counterclaim and shall be made to the Administrative Agent, for the account
of the Lenders at the Administrative Agent's office located at 270 Park Avenue,
New York, New York 10017 (or at such other office of the Administrative Agent
located in New York City as may be directed from time to time by the
Administrative Agent in writing to the Company), in lawful money of the United
States and in immediately available funds. The Administrative Agent shall
promptly distribute such payments in accordance with the provisions of this
subsection 5.9 upon receipt in like funds as received. If any payment hereunder
(other than payments on Eurodollar Loans) would become due and payable on a day
other than a Business Day, such payment shall become due and payable on the

                                       44

<PAGE>

next succeeding Business Day and, with respect to payments of principal,
interest thereon shall be payable at the then applicable rate during such
extension. If any payment on a Eurodollar Loan becomes due and payable on a day
other than a Business Day, the maturity thereof shall be extended to the next
succeeding Business Day (and with respect to payments of principal, interest
thereon shall be payable at the then applicable rate during such extension)
unless the result of such extension would be to extend such payment into another
calendar month in which event such payment shall be made on the immediately
preceding Business Day.

                  (e) Unless the Administrative Agent shall have been notified
in writing by any Lender prior to a borrowing that such Lender will not make the
amount which would constitute its Commitment Percentage of such borrowing
available to the Administrative Agent, the Administrative Agent may assume that
such Lender is making such amount available to the Administrative Agent in
accordance with subsection 5.1 and the Administrative Agent may, in reliance
upon such assumption and in its sole discretion, make available to the Company a
corresponding amount. If such amount is not made available to the Administrative
Agent by the required time on the Borrowing Date therefor, such Lender shall pay
to the Administrative Agent, on demand, such amount with interest thereon at a
rate equal to the daily average Federal Funds Effective Rate for the period
until such Lender makes such amount immediately available to the Administrative
Agent. A certificate of the Administrative Agent submitted to any Lender with
respect to any amounts owing under this subsection 5.9(e) shall be conclusive
absent manifest error. If such Lender's Commitment Percentage of such borrowing
is not in fact made available to the Administrative Agent by such Lender within
three Business Days of such Borrowing Date, the Administrative Agent shall also
be entitled to recover such amount with interest thereon at the rate per annum
applicable to Alternate Base Rate Loans hereunder (in lieu of any otherwise
applicable interest), on demand, from the Company, without prejudice to any
rights which the Company or the Administrative Agent may have against such
Lender hereunder. Nothing contained in this subsection 5.9 shall relieve any
Lender which has failed to make available its ratable portion of any borrowing
hereunder from its obligation to do so in accordance with the terms hereof.

                  (f) The failure of any Lender to make the Loan to be made by
it on any Borrowing Date shall not relieve any other Lender of its obligation,
if any, hereunder to make its Loan on such Borrowing Date, but no Lender shall
be responsible for the failure of any other Lender to make the Loan to be made
by such other Lender on such Borrowing Date.

                  (g) All payments and optional prepayments (other than
prepayments as set forth in subsection 5.11 with respect to increased costs) of
Eurodollar Loans hereunder shall be in such amounts and be made pursuant to such
elections so that, after giving effect thereto, the aggregate principal amount
of all Eurodollar Loans with the same Interest Period shall not be less than
$2,000,000 or a whole multiple of $1,000,000 in excess thereof.

                  5.10 Illegality. Notwithstanding any other provision herein,
if any Change in Law occurring after the date that any lender becomes a Lender
party to this Agreement shall make it unlawful for such Lender to make or
maintain Eurodollar Loans as contemplated by this Agreement, the commitment of
such Lender hereunder to make Eurodollar Loans or to convert all or a portion of
Alternate Base Rate Loans into Eurodollar Loans shall forthwith be suspended

                                       45

<PAGE>

until such time, if any, as such illegality shall no longer exist and such
Lender's Loans then outstanding as Eurodollar Loans, if any, shall be converted
automatically to Alternate Base Rate Loans for the duration of the respective
Interest Periods (or, if permitted by applicable law, at the end of such
Interest Periods) and all payments of principal which would otherwise be applied
to such Eurodollar Loans shall be applied instead to such Lender's Alternate
Base Rate Loans. The Company hereby agrees to pay any Lender, promptly upon its
demand, any amounts payable pursuant to subsection 5.12 in connection with any
conversion in accordance with this subsection 5.10 (such Lender's notice of such
costs, as certified in reasonable detail as to such amounts to the Company
through the Administrative Agent, to be conclusive absent manifest error).

                  5.11 Requirements of Law. (a) Subject to the penultimate
sentence of subsection 12.6(c), in the event that any Change in Law or
compliance by any Lender with any request or directive (whether or not having
the force of law) from any central bank or other Governmental Authority
occurring after the date that any lender becomes a Lender party to this
Agreement:

                  (i) does or shall subject any such Lender or its Eurodollar
Lending Office to any tax of any kind whatsoever with respect to this Agreement,
any Note or any Eurodollar Loans made by it, or change the basis of taxation of
payments to such Lender or its Eurodollar Lending Office of principal, the
commitment fee, interest or any other amount payable hereunder (except for (x)
net income and franchise taxes imposed on the net income of such Lender or its
Eurodollar Lending Office by the jurisdiction under the laws of which such
Lender is organized or any political subdivision or taxing authority thereof or
therein, or by any jurisdiction in which such Lender's Eurodollar Lending Office
is located or any political subdivision or taxing authority thereof or therein,
including changes in the rate of tax on the overall net income of such Lender or
such Eurodollar Lending Office, and (y) taxes resulting from the substitution of
any such system by another system of taxation, provided that the taxes payable
by Lenders subject to such other system of taxation are not generally charged to
borrowers from such Lenders having loans or advances bearing interest at a rate
similar to the Eurodollar Rate);

                  (ii) does or shall impose, modify or hold applicable any
reserve, special deposit, compulsory loan or similar requirement against assets
held by, or deposits or other liabilities in or for the account of, advances or
loans by, or other credit extended by, or any other acquisition of funds by, any
office of such Lender which are not otherwise included in the determination of
the Eurodollar Rate; or

                  (iii) does or shall impose on such Lender any other condition;

and the result of any of the foregoing is to increase the cost to such Lender or
its Eurodollar Lending Office of making, converting, renewing or maintaining
advances or extensions of credit or to reduce any amount receivable hereunder,
in each case, in respect of its Eurodollar Loans, then, in any such case, the
Company shall promptly pay such Lender, upon its demand, any additional amounts
necessary to compensate such Lender for such additional cost or reduced amount
receivable which such Lender deems to be material as determined by such Lender
with respect to such Eurodollar Loans, together with interest on each such
amount from the date

                                       46

<PAGE>

demanded until payment in full thereof at a rate per annum equal to the
Alternate Base Rate plus 1%.

                  (b) In the event that any Change in Law occurring after the
date that any lender becomes a Lender party to this Agreement with respect to
any such Lender shall, in the opinion of such Lender, require that any
Commitment of such Lender be treated as an asset or otherwise be included for
purposes of calculating the appropriate amount of capital to be maintained by
such Lender or any corporation controlling such Lender, and such Change in Law
shall have the effect of reducing the rate of return on such Lender's or such
corporation's capital, as the case may be, as a consequence of such Lender's
obligations hereunder to a level below that which such Lender or such
corporation, as the case may be, could have achieved but for such Change in Law
(taking into account such Lender's or such corporation's policies, as the case
maybe, with respect to capital adequacy) by an amount deemed by such Lender to
be material, then from time to time following notice by such Lender to the
Company of such Change in Law as provided in paragraph (c) of this subsection
5.11, within 15 days after demand by such Lender, the Company shall pay to such
Lender such additional amount or amounts as will compensate such Lender or such
corporation on an after-tax basis, as the case may be, for such reduction.

                  (c) The Company shall not be required to make any payments to
any Lender for any additional amounts pursuant to this subsection 5.11 unless
such Lender has given written notice to the Company, through the Administrative
Agent, of its intent to request such payments prior to or within 60 days after
the date on which such Lender became entitled to claim such amounts. If any
Lender has notified the Company through the Administrative Agent of any
increased costs pursuant to paragraph (a) of this subsection 5.11, the Company
at any time thereafter may, upon at least three Business Days' notice to the
Administrative Agent (which shall promptly notify the Lenders thereof), and
subject to subsection 5.12, prepay (or convert into Alternate Base Rate Loans)
all (but not a part) of the Eurodollar Loans then outstanding. Each Lender
agrees that, upon the occurrence of any event giving rise to the operation of
paragraph (a) of this subsection 5.11 with respect to such Lender, it will, if
requested by the Company and to the extent permitted by law or by the relevant
Governmental Authority, endeavor in good faith to avoid or minimize the increase
in costs or reduction in payments resulting from such event (including, without
limitation, endeavoring to change its Eurodollar Lending Office); provided, that
such avoidance or minimization can be made in such a manner that such Lender, in
its sole determination, suffers no economic, legal or regulatory disadvantage.
If any Lender requests compensation from the Company under this subsection 5.11,
the Company may, by notice to such Lender (with a copy to the Administrative
Agent), suspend the obligation of such Lender thereafter to make or continue
Loans of the Type with respect to which such compensation is requested, or to
convert Loans of any other Type into Loans of such Type, until the Requirement
of Law giving rise to such request ceases to be in effect, provided that such
suspension shall not affect the right of such Lender to receive the compensation
so requested.

                  (d) Each Lender (and in case of an Assignee on the date it
becomes a Lender) that is not a United States Person (as defined in Section
7701(a)(30) of the Code) for federal income tax purposes either (1) in the case
of a Lender that is a "bank" within the meaning of Section 881(c)(3)(A) of the
Code, (i) represents to the Company (for the benefit of the Company and the
Administrative Agent) that, on the date hereof (in the case of the Lenders
originally party

                                       47

<PAGE>

hereto) or on the date it became a Lender (in the case of an Assignee), under
applicable law and treaties no withholding taxes are required to be withheld by
the Company or the Administrative Agent with respect to any payments to be made
to such Lender in respect of the Loans or the L/C Participating Interests, (ii)
agrees to furnish to the Company, with a copy to the Administrative Agent,
either U.S. Internal Revenue Service Form W8-ECI or U.S. Internal Revenue
Service Form W8-BEN (wherein such Lender claims entitlement to complete
exemption from U.S. federal withholding tax on all interest payments hereunder)
and (iii) agrees (for the benefit of the Company and the Administrative Agent),
to the extent it may lawfully do so at such times, to provide the Company, with
a copy to the Administrative Agent, a new Form W8-ECI or Form W8-BEN upon the
expiration or obsolescence of any previously delivered form and comparable
statements in accordance with applicable U.S. laws and regulations and
amendments duly executed and completed by such Lender, and to comply from time
to time with all applicable U.S. laws and regulations with regard to such
withholding tax exemption or (2) in the case of a Lender that is not a "bank"
within the meaning of Section 881(c)(3)(A) of the Code, (i) represents to the
Company (for the benefit of the Company and the Administrative Agent) that it is
not a bank within the meaning of Section 881(c)(3)(A) of the Code, (ii) agrees
to furnish to the Company, with a copy to the Administrative Agent, (A) a
certificate substantially in the form of Exhibit I hereto (any such certificate,
a "Subsection 5.11(d)(2) Certificate") and (B) two accurate and complete
original signed copies of Internal Revenue Service Form W8-BEN, certifying to
such Lender's legal entitlement at the Closing Date (or date of the respective
assignment in the case of an Assignee) to an exemption from U.S. withholding tax
under the provisions of Section 881(c) of the Code with respect to all payments
referred to in such Code section to be made under this Agreement, and (iii)
agrees, to the extent legally entitled to do so, upon reasonable request by the
Company, to provide to the Company (for the benefit of the Company and the
Administrative Agent) such other forms as may be required in order to establish
the legal entitlement of such Lender to an exemption from withholding with
respect to payments under this Agreement. Notwithstanding any provision of this
subsection 5.11 or 5.9(d) to the contrary, the Company shall have no obligation
to pay any amount to or for the account of any Lender (or the Eurodollar Lending
Office of any Lender) on account of any taxes pursuant to this subsection 5.11,
to the extent that such amount results from (i) the failure of any Lender to
comply with its obligations pursuant to this subsection 5.11, (ii) any
representation or warranty made or deemed to be made by any Lender pursuant to
this subsection 5.11(d) proving to have been incorrect, false or misleading in
any material respect when so made or deemed to be made or (iii) any Change in
Law or compliance by any Lender with any request or directive (whether or not
having the force of law) from any central bank or other Governmental Authority,
the effect of which would be to subject to any taxes any payment made pursuant
to this Agreement to any Lender making the representation and covenants set
forth in subsection 5.11(d)(2), which payment would not be subject to such
taxes if such Lender, on the date it became a Lender, were eligible to make and
comply with, and had actually made and complied with, the representation and
covenants set forth in subsection 5.11(d)(1) hereinabove.

                  (e) A certificate in reasonable detail as to any amounts
submitted by such Lender, through the Administrative Agent, to the Company,
shall be conclusive in the absence of manifest error. The covenants contained in
this subsection 5.11 shall survive the termination of this Agreement and
repayment of the Loans.

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<PAGE>

                  5.12 Indemnity. The Company agrees to indemnify each Lender
and to hold such Lender harmless from any loss or expense (but without
duplication of any amounts payable as default interest) which such Lender may
sustain or incur as a consequence of (a) default by the Company in payment of
the principal amount of or interest on any Eurodollar Loans of such Lender,
including, but not limited to, any such loss or expense arising from interest or
fees payable by such Lender to lenders of funds obtained by it in order to make
or maintain its Eurodollar Loans hereunder, (b) default by the Company in making
a borrowing after the Company has given a notice in accordance with subsection
5.1 or in making a conversion of Alternate Base Rate Loans to Eurodollar Loans
or in continuing Eurodollar Loans as such, in either case, after the Company has
given notice in accordance with subsection 5.2, (c) default by the Company in
making any prepayment after the Company has given a notice in accordance with
subsection 5.4 or (d) a payment or prepayment of a Eurodollar Loan or conversion
(including without limitation, as a result of subsection 5.4 and/or a conversion
pursuant to subsection 5.10) of any Eurodollar Loan into an Alternate Base Rate
Loan, in either case on a day which is not the last day of an Interest Period
with respect thereto, including, but not limited to, any such loss or expense
arising from interest or fees payable by such Lender to lenders of funds
obtained by it in order to maintain its Eurodollar Loans hereunder (but
excluding loss of profit). This covenant shall survive termination of this
Agreement and repayment of the Loans.

                  5.13 Repayment of Loans; Evidence of Debt. (a) The Company
hereby unconditionally promises to pay to the Administrative Agent for the
account of each Lender (i) the principal amount of the Term Loan of such Lender,
in twelve consecutive semi-annual installments, payable on each Installment
Payment Date in accordance with subsection 5.4(e) (or the then unpaid principal
amount of such Term Loan on the date that the Term Loans become due and payable
pursuant to Section 10 or Section 5.4(e), as the case may be), (ii) the then
unpaid principal amount of each Revolving Credit Loan of such Lender on the
Revolving Credit Termination Date and (ii) the then unpaid principal amount of
the Swing Line Loans of the Swing Line Lender on the Revolving Credit
Termination Date. The Company hereby further agrees to pay interest on the
unpaid principal amount of the Loans from time to time outstanding from the date
hereof until payment in full thereof at the rates per annum and on the dates set
forth in subsection 5.5.

                  (b) Each Lender shall maintain in accordance with its usual
practice an account or accounts evidencing indebtedness of the Company to such
Lender resulting from each Loan of such Lender from time to time, including the
amounts of principal and interest payable and paid to such Lender from time to
time under this Agreement.

                  (c) The Administrative Agent shall maintain the Register
pursuant to subsection 12.6(d), and a subaccount therein for each Lender, in
which shall be recorded (i) the amount of each Term Loan Revolving Credit Loan
and Swing Line Loan made hereunder, the Type thereof and each Interest Period
applicable thereto, (ii) the amount of any principal or interest due and payable
or to become due and payable from the Company to each Lender hereunder and (iii)
both the amount of any sum received by the Administrative Agent hereunder from
the Company and each Lender's share thereof.

                                       49

<PAGE>

                  (d) The entries made in the Register and the accounts of each
Lender maintained pursuant to subsection 5.13(b) shall, to the extent permitted
by applicable law, be prima facie evidence of the existence and amounts of the
obligations of the Company therein recorded; provided that the failure of any
Lender or the Administrative Agent to maintain the Register or any such account,
or any error therein, shall not in any manner affect the obligation of the
Company to repay (with applicable interest) the Loans made to such Company by
such Lender or to repay any other obligations in accordance with the terms of
this Agreement.

                  (e) The Company agrees that, upon the request to the
Administrative Agent by any Lender, the Company will execute and deliver to such
Lender (i) a promissory note of the Company evidencing the Term Loans of such
Lender, substantially in the form of Exhibit A with appropriate insertions as to
date and principal amount (a "Term Loan Note"), (ii) a promissory note of the
Company evidencing the Revolving Credit Loans of such Lender, substantially in
the form of Exhibit B with appropriate insertions as to date and principal
amount (a "Revolving Credit Note") and/or (iv) in the case of the Swing Line
Lender, a promissory note of the Company evidencing the Swing Line Loans of the
Swing Line Lender, substantially in the form of Exhibit D with appropriate
insertions as to date and principal amount (the "Swing Line Note").

                  5.14 Replacement of Lenders. In the event any Lender or the
Issuing Lender is a Non-Funding Lender, exercises its rights pursuant to
subsection 5.10 or requests payments pursuant to subsections 3.10 or 5.11, the
Company may require, at the Company's expense (including payment of any
processing fees under subsection 12.6(e)) and subject to subsection 5.12, such
Lender or the Issuing Lender to assign, at par plus accrued interest and fees,
without recourse (in accordance with subsection 12.6) all of its interests,
rights and obligations hereunder (including all of its Commitments and the Loans
and other amounts at the time owing to it hereunder and its Notes and its
interest in the Letters of Credit) to a bank, financial institution or other
entity specified by the Company, provided that (i) such assignment shall not
conflict with or violate any law, rule or regulation or order of any court or
other Governmental Authority, (ii) the Company shall have received the written
consent of the Administrative Agent, which consent shall not unreasonably be
withheld, to such assignment, (iii) the Company shall have paid to the assigning
Lender or the Issuing Lender all monies other than principal, interest and fees
accrued and owing hereunder to it (including pursuant to subsections 3.10, 5.10,
5.11 and 5.12) and (iv) in the case of a required assignment by the Issuing
Lender, the Letters of Credit shall be canceled and returned to the Issuing
Lender.

                  SECTION 6. REPRESENTATIONS AND WARRANTIES

                  In order to induce the Lenders to enter into this Agreement
and to make the Loans and to induce the Issuing Lender to issue, and the
Participating Lenders to participate in, the Letters of Credit, the Company
hereby represents and warrants to each Lender and the Administrative Agent as of
the Closing Date (after giving effect to the Transactions) and as of the making
of any extension of credit hereunder:

                  6.1 Financial Condition. (a) The consolidated audited balance
sheets of Holdings and its consolidated Subsidiaries as at December 31, 2000,
December 31, 2001 and

                                       50

<PAGE>

December 31, 2002 and the related consolidated statements of operations and of
cash flows for the fiscal years ended on each such dates, audited by
PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to
each Lender, present fairly in accordance with GAAP the consolidated financial
condition of Holdings and its consolidated Subsidiaries as at such dates, and
the consolidated results of their operations and their consolidated cash flows
for the fiscal year then ended. All such financial statements have been prepared
in accordance with GAAP applied consistently throughout the periods involved
(except as approved by such accountants and as disclosed therein).

                  (b) The unaudited consolidated balance sheet of Holdings and
its consolidated Subsidiaries as at March 31, 2003 and the related unaudited
consolidated statements of operations and of cash flows for the three-month
period then ended, certified by a Responsible Officer of the Company, copies of
which have heretofore been furnished to each Lender, present fairly in
accordance with GAAP the consolidated financial position of Holdings and its
consolidated Subsidiaries as at such date and the consolidated results of their
operations and their consolidated cash flows for the three-month period then
ended (subject to normal year-end adjustments). Such financial statements,
including the related schedules and notes thereto, have been prepared in
accordance with GAAP (except as approved by such Responsible Officer and
disclosed therein). Holdings and its consolidated Subsidiaries did not have at
the date of such balance sheet, any material Contingent Obligation, contingent
liability or liability for taxes, or any long-term lease or unusual forward or
long-term commitment, including, without limitation, any interest rate or
foreign currency exchange transaction, which is not reflected in such balance
sheet or in the notes thereto or in the notes to Holdings' audited financial
statements.

                  (c) The unaudited consolidated pro forma balance sheet of
Holdings and its consolidated Subsidiaries, as of March 31, 2003, certified by a
Responsible Officer of Holdings (the "Pro Forma Balance Sheet"), copies of which
have been furnished to each Lender, is the unaudited balance sheet of Holdings
and its consolidated Subsidiaries adjusted to give effect (as if such events had
occurred on the date set forth therein) to (i) the Transactions, (ii) the
incurrence of the Loans and the issuance of the Letters of Credit to be incurred
or issued, as the case may be, on the Closing Date and (iii) the incurrence of
all other Indebtedness that Holdings and its consolidated Subsidiaries expect to
incur, and the payment of all amounts Holdings and its consolidated Subsidiaries
expect to pay, in connection with the Transactions. The Pro Forma Balance Sheet,
together with the notes thereto, were prepared based on good faith assumptions
in accordance with GAAP and is based on the best information available to the
Company as of the date of delivery thereof and reflects on a pro forma basis the
financial position of Holdings and its consolidated Subsidiaries as of March 31,
2003, as adjusted, as described above, assuming that the events specified in the
preceding sentence had actually occurred as of such date.

                  6.2 No Change. Other than the factual items disclosed in the
Consent Solicitation Statement or in the Recapitalization Agreement (but only to
the extent that there have been no adverse changes with respect to such
disclosed factual items after the date hereof), since December 31, 2002 (but
after giving effect to the consummation of the Transactions), (a) there has been
no material adverse change, and (as of the Closing Date only) no development or
event which has had or could reasonably be expected to have a material adverse
effect, on (i) the business, operations, property or financial condition of the
Company and its Subsidiaries taken as

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<PAGE>

a whole, (ii) the ability of the Company and its Subsidiaries to perform their
obligations under the Credit Documents and with respect to the other financings
contemplated hereby or (iii) the validity or enforceability of any material
Credit Document or the rights and remedies of the Lenders and the Agents
thereunder and (b) no dividends or other distributions have been declared, paid
or made upon the Capital Stock of the Company nor has any of the Capital Stock
of the Company been redeemed, retired, repurchased or otherwise acquired for
value by the Company or any of its Subsidiaries, except as permitted by
subsection 9.12.

                  6.3 Corporate Existence; Compliance with Law. Each of the
Company and its Subsidiaries (other than Immaterial Subsidiaries) (a) is a
corporation duly organized and validly existing under the laws of the
jurisdiction of its incorporation, (b) has full corporate power and authority
and possesses all governmental franchises, licenses, permits, authorizations and
approvals necessary to enable it to use its corporate name and to own, lease or
otherwise hold its properties and assets and to carry on its business as
presently conducted other than such franchises, licenses, permits,
authorizations and approvals the lack of which, individually or in the
aggregate, would not have a material adverse effect on the business, assets,
condition (financial or otherwise) or results of operations of the Company and
its Subsidiaries, taken as a whole, (c) is duly qualified and in good standing
to do business in each jurisdiction in which the nature of its business or the
ownership, leasing or holding of its properties makes such qualification
necessary, except such jurisdictions where the failure so to qualify would not
have a material adverse effect on the business operations, property or financial
condition of the Company and its Subsidiaries, taken as a whole, and (d) except
as disclosed in Schedule 6.17, is in compliance with all applicable statutes,
laws, ordinances, rules, orders, permits and regulations of any governmental
authority or instrumentality, domestic or foreign (including, without
limitation, those related to Hazardous Materials and substances), except where
noncompliance would not have a material adverse effect on the business, assets,
condition (financial or otherwise) or results of operations of the Company and
its Subsidiaries, taken as a whole. Neither the Company nor any of its
Subsidiaries has received any written communication from a Governmental
Authority that alleges that the Company or any of its Subsidiaries is not in
compliance with federal, state, local or foreign laws, ordinances, rules and
regulations except to the extent such noncompliance, individually or in the
aggregate, would not reasonably be expected to have a material adverse effect on
the Company and its Subsidiaries taken as a whole.

                  6.4 Corporate Power; Authorization. Each of the Company and
its Subsidiaries has the corporate power and authority to make, deliver and
perform each of the Credit Documents to which it is a party, and the Company has
the corporate power and authority and legal right to borrow hereunder and to
have Letters of Credit issued for its account hereunder. Each of the Company and
its Subsidiaries has taken all necessary corporate action to authorize the
execution, delivery and performance of each of the Credit Documents to which it
is or will be a party and the Company has taken all necessary corporate action
to authorize the borrowings hereunder and the issuance of Letters of Credit for
its account hereunder. No consent or authorization of, or filing with, any
Person (including, without limitation, any Governmental Authority) is required
in connection with the execution, delivery or performance by the Company or any
of its Subsidiaries, or for the validity or enforceability in accordance with
its terms against the Company or any of its Subsidiaries, of any Credit Document
except for consents, authorizations and filings which have been obtained or made
and are in full force and effect and

                                       52

<PAGE>

except (i) such consents, authorizations and filings, the failure to obtain or
perform (x) which would not have a material adverse effect on the business,
operations, property or financial condition of the Company and its Subsidiaries
taken as a whole and (y) which would not materially adversely affect the
validity or enforceability of any Credit Document or the rights or remedies of
the Agents or the Lenders thereunder, and (ii) such filings as are necessary to
perfect the Liens of the Lenders created pursuant to this Agreement and the
Security Documents.

                  6.5 Enforceable Obligations. This Agreement and the
Recapitalization Agreement have been, and each of the other Credit Documents and
any other agreement to be entered into by any Credit Party pursuant to the
Recapitalization Agreement will be duly executed and delivered on behalf of such
Credit Party that is party thereto. This Agreement and the Recapitalization
Agreement each constitutes, and each of the other Credit Documents and any other
agreement to be entered into by any Credit Party pursuant to the
Recapitalization Agreement will constitute upon execution and delivery, the
legal, valid and binding obligation of such Credit Party, and is enforceable
against such Credit Party in accordance with its terms, except as may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium, or similar
laws affecting creditors' rights generally and by general principles of equity
(regardless of whether enforcement is sought in a proceeding in equity or at
law).


                  6.6 No Legal Bar. The execution, delivery and performance of
each Credit Document, the incurrence or issuance of and use of the proceeds of
the Loans and of drawings under the Letters of Credit and the transactions
contemplated by the Recapitalization Agreement and the Credit Documents, (a)
will not violate any Requirement of Law or any Contractual Obligation applicable
to or binding upon the Company or any Subsidiary or any of their respective
properties or assets, in any manner which, individually or in the aggregate, (i)
would have a material adverse effect on the ability of the Company and its
Subsidiaries taken as a whole to perform their obligations under the Credit
Documents, the Recapitalization Agreement, and any other agreement to be entered
into pursuant to the Recapitalization Agreement, to which it is a party, (ii)
would give rise to any liability on the part of the any Agent or any Lender, or
(iii) would have a material adverse effect on the business operations, property
or financial condition of the Company and its Subsidiaries taken as a whole, and
(b) will not result in the creation or imposition of any Lien on any of its
properties or assets pursuant to any Requirement of Law applicable to it, as the
case may be, or any of its Contractual Obligations, except for the Liens arising
under the Security Documents. Additionally, there shall not exist any judgment,
order, injunction or other restraint prohibiting or imposing materially adverse
conditions upon the execution, delivery and performance of the Credit Documents,
the Recapitalization Agreement, or, in each case, the transactions contemplated
thereby.

                  6.7 No Material Litigation. No litigation by, investigation
known to the Company by, or proceeding of, any Governmental Authority is pending
against the Company or any of its Subsidiaries with respect to the validity,
binding effect or enforceability of the Recapitalization Agreement, any Credit
Document, the Loans made hereunder, the use of proceeds thereof or of any
drawings under a Letter of Credit and the other transactions contemplated hereby
or by the Recapitalization Agreement. Except as set forth on Schedule 6.7 and
other than factual items disclosed in the Consent Solicitation Statement or in
the Recapitalization Agreement (but only to the extent there have been no
materially adverse changes

                                       53

<PAGE>

with respect to the items on such Schedule or such disclosed factual items after
the date hereof), no lawsuits, claims, proceedings or investigations are pending
or, to the best knowledge of the Company, threatened as of the Closing Date
against or affecting the Company or a Subsidiary or any of their respective
properties, assets, operations or businesses (including after giving effect to
the Recapitalization), in which there is a probability of an adverse
determination, and which is reasonably likely, if adversely decided, to have a
material adverse effect on the business operations, property or financial
condition of the Company and its Subsidiaries, taken as a whole.

                  6.8 Investment Company Act. Neither the Company nor any
Subsidiary is an "investment company" or a company "controlled" by an
"investment company" (as each of the quoted terms is defined or used in the
Investment Company Act of 1940, as amended).

                  6.9 Federal Regulation. No part of the proceeds of any of the
Loans or any drawing under a Letter of Credit will be used for the purpose of
"purchasing" or "carrying" any "margin stock" within the respective meanings of
each of the quoted terms under Regulation U. Neither the making of any Loan nor
the use of proceeds thereof nor the issuance of any Letter of Credit or any
drawing thereunder will violate the provisions of Regulation T, U or X of the
Board. Neither the Company nor any of its Subsidiaries is engaged or will
engage, principally or as one of its important activities, in the business of
extending credit for the purpose of "purchasing" or "carrying" any "margin
stock" within the respective meanings of each of the quoted terms under said
Regulation U.

                  6.10 No Default. The Company and each of its Subsidiaries have
performed all material obligations required to be performed by them under their
respective Contractual Obligations and they are not (with or without the lapse
of time or the giving of notice, or both) in breach or default in any respect
thereunder, except to the extent that such breach or default would not have a
material adverse effect on the business operations, property or financial
condition of the Company and its Subsidiaries taken as a whole. Neither the
Company nor any of its Subsidiaries is in default under any material judgment,
order or decree of any Governmental Authority, domestic or foreign, applicable
to it or any of its respective properties, assets, operations or business,
except to the extent that any such defaults would not, in the aggregate, have a
material adverse effect on the business operations, property or financial
condition of the Company and its Subsidiaries, taken as a whole.

                  6.11 Taxes. Each of the Company and its Subsidiaries has filed
or caused to be filed all material tax returns which, to the knowledge of the
Company, are required to be filed and has paid all taxes shown to be due and
payable on said returns or on any assessments made against it or any of its
property and all other taxes, fees or other charges imposed on it or any of its
property by any Governmental Authority (other than any the amount of which is
currently being contested in good faith by appropriate proceedings and with
respect to which reserves (or other sufficient provisions) in conformity with
GAAP have been provided on the books of the Company or its Subsidiaries
(including after giving effect to the Recapitalization), as the case may be);
and no tax Lien has been filed, and, to the knowledge of the Company, no written
claim is being asserted, with respect to any such tax, fee or other charges.

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<PAGE>

                  6.12 Subsidiaries; Immaterial Subsidiaries. On the Closing
Date, the Subsidiaries of the Company and their respective jurisdictions of
incorporation are as set forth on Schedule 6.12. Such Schedule correctly
indicates which Subsidiaries of the Company are, as of the Closing Date,
Immaterial Subsidiaries, and as of the Closing Date such Subsidiaries are the
only Immaterial Subsidiaries.

                  6.13 Ownership of Property; Liens. As of the Closing Date and
as of the making of any extension of credit hereunder (subject to transfers and
dispositions of property permitted under subsection 9.5), each of the Company
and its Subsidiaries has good and valid title to all of its material assets
(other than real property or interests in real property) in each case free and
clear of all mortgages, liens, security interests or encumbrances of any nature
whatsoever except Permitted Liens. With respect to real property or interests in
real property, as of the Closing Date, each of the Company and its Subsidiaries
has (i) good and valid fee title to all of the real property listed on Schedule
6.13 under the heading "Fee Properties" (each, a "Fee Property"), and (ii) good
and valid title to the leasehold estates in all of the real property leased by
it and, in the case of any such leasehold estates located in the United States
with a base aggregate annual rent in excess of $100,000 listed on Schedule 6.13
under the heading "Leased Properties" (each, a "Leased Property"), in each case,
free and clear of all mortgages, liens, security interests, easements,
covenants, rights-of-way and other similar restrictions of any nature
whatsoever, except Permitted Liens, including with respect to Leased Property,
the terms and provisions of the respective lease therefor, including, without
limitation, the matters set forth on Schedule 6.13, and any matters affecting
the fee title and any estate superior to the leasehold estate related thereto.
The Fee Properties and the Leased Properties constitute, as of the Closing Date,
all of the real property (with a base aggregate annual rent in excess of
$100,000) owned in fee or leased by the Company and its Subsidiaries in the
United States.

                  6.14 ERISA. Except as disclosed in filings prior to the date
hereof by the Company in filings with the Securities and Exchange Commission
under the Securities Exchange Act of 1934, as amended, neither a Reportable
Event nor an "accumulated funding deficiency" (within the meaning of Section 412
of the Code or Section 302 of ERISA) has occurred during the five-year period
prior to the date on which this representation is made or deemed made with
respect to any Plan that would result in a material liability to the Company,
and each Plan has complied in all material respects with the applicable
provisions of ERISA and the Code. Neither the Company nor any Commonly
Controlled Entity has: been involved in any transaction that would cause the
Company to be subject to material liability with respect to a Plan to which the
Company or any Commonly Controlled Entity contributed or was obligated to
contribute during the six-year period ending on the date this representation is
made or deemed made; or incurred any material liability under Title IV of ERISA
which would become or remain a material liability of the Company after the
Closing Date. No termination of a Single Employer Plan has occurred, and no Lien
in favor of the PBGC or a Plan has arisen, during such six-year period that
would result in a material liability to the Company. The present value of all
accrued benefits under each Single Employer Plan (based on those assumptions
used to fund such Plans) did not, as of the last annual valuation date prior to
the date on which this representation is made or deemed made, exceed the value
of the assets of such Plan allocable to such accrued benefits that would result
in a material liability to the Company. Neither the Company nor any Commonly
Controlled Entity has had a complete or partial withdrawal from any
Multiemployer Plan, and neither the Company

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<PAGE>

nor any Commonly Controlled Entity would become subject to any liability under
ERISA if the Company or any such Commonly Controlled Entity were to withdraw
completely from all Multiemployer Plans as of the valuation date most closely
preceding the date on which this representation is made or deemed made, in
either case that would result in a material liability to the Company. To the
knowledge of the Company, no such Multiemployer Plan is in Reorganization or
Insolvent. The present value (determined using actuarial and other assumptions
which are reasonable in respect of the benefits provided and the employees
participating) of the liability of the Company and each Commonly Controlled
Entity for post retirement benefits to be provided to their current and former
employees under Plans which are welfare benefit plans (as defined in Section
3(1) of ERISA) does not, in the aggregate, exceed the assets under all such
Plans allocable to such benefits by an amount that would result in a material
liability to the Company, except as disclosed in the Company's audited financial
statement provided to the Lenders prior to the Closing Date. For purposes of
this subsection 6.14, a material liability shall exceed $10,000,000.

                  6.15 Collateral Documents. (a) Upon execution and delivery
thereof by the parties thereto, the Holdings Pledge Agreement will be effective
to create in favor of the Administrative Agent, for the ratable benefit of the
Lenders, a legal, valid and enforceable security interest in the pledged stock
described therein (to the extent such matter is governed by the laws of the
United States or a jurisdiction therein) and, when stock certificates
representing or constituting the pledged stock described in the Holdings Pledge
Agreement are delivered to the Administrative Agent, such security interest
shall constitute a perfected first lien on, and security interest in, all right,
title and interest of the pledger party thereto in the pledged stock described
therein (to the extent such matter is governed by the laws of the United States
or a jurisdiction therein).

                  (b) Upon execution and delivery thereof by the parties
thereto, each of the Security Agreements will be effective to create in favor of
the Administrative Agent, for the ratable benefit of the Lenders, a legal, valid
and enforceable security interest in the collateral described therein (to the
extent such matter is governed by the laws of the United States or a
jurisdiction therein), and Uniform Commercial Code financing statements have
been filed in each of the jurisdictions listed on Schedule 6.15(b), or
arrangements have been made for such filing in such jurisdictions, and upon such
filing, and upon the taking of possession by the Administrative Agent of any
such collateral the security interests in which may be perfected only by
possession, such security interests will, subject to the existence of Permitted
Liens, constitute perfected first priority liens on, and security interests in,
all right, title and interest of the debtor party thereto in the collateral
described therein, except to the extent that a security interest cannot be
perfected therein by the filing of a financing statement or the taking of
possession under the Uniform Commercial Code of the relevant jurisdiction.

                  (c) Upon execution and delivery thereof by the Company, each
Mortgage will be effective to create in favor of the Administrative Agent, for
the ratable benefit of the Lenders, a legal, valid and enforceable security
interest in the collateral described therein, and upon recording the Mortgages
in the jurisdictions listed on Schedule 6.13 (or, in the case of a Mortgage
delivered pursuant to subsection 8.9, the jurisdiction in which the property
covered by such Mortgage is located), such security interests will, subject to
the existence of Permitted

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<PAGE>

Liens, constitute first liens on, and perfected security interests in, all
rights, title and interest of the debtor party thereto in the collateral
described therein.

                  6.16 Copyrights, Patents, Permits, Trademarks and Licenses.
Schedule 6.16 sets forth a true and complete list as of the Closing Date of all
material registered trademarks, trade names, service marks, patents, pending
patent applications and registered copyrights and applications therefor owned,
used or filed by or licensed to the Company and its Subsidiaries and, with
respect to registered trademarks (if any), contains a list of all jurisdictions
in which such trademarks are registered or applied for and all registration and
application numbers. Except as set forth on Schedule 6.16, the Company or a
Subsidiary owns or has the right to use, registered trademarks, trade names,
service marks, patents, pending patent applications and copyrights and
applications therefor referred to in such Schedule. Except as set forth on
Schedule 6.16, to the best knowledge of the Company, no claims are pending by
any Person with respect to the ownership, validity, enforceability or the
Company's or any Subsidiary's use of any such registered trademarks, trade
names, service marks, patents, pending patent applications and copyrights, or
applications therefor, challenging or questioning the validity or effectiveness
of any of the foregoing, in any jurisdiction, domestic or foreign, except to the
extent such claims could not reasonably be expected to have a material adverse
effect on the Company and its Subsidiaries, taken as a whole.

                  6.17 Environmental Matters. Except insofar as any exceptions
to the following, individually or in the aggregate, could not reasonably be
expected to result in a material adverse effect on the business operations,
property or financial conditions of the Company and its Subsidiaries taken as a
whole:

                           (A) to the best knowledge of the Company, the
         properties owned, leased, or otherwise operated by the Company or any
         of its Subsidiaries do not contain, and have not previously contained,
         in, on or under, including, without limitation, the soil and
         groundwater thereunder, any Hazardous Materials in amounts or
         concentrations that constitute or constituted a violation of, or could
         reasonably give rise to liability under, Environmental Laws;

                           (B) to the best knowledge of the Company, the
         properties owned or leased, or otherwise operated by the Company or any
         of its Subsidiaries and all operations and facilities at such
         properties are in compliance with all Environmental Laws, and there is
         no contamination or violation of any Environmental Law which could
         interfere with the continued operation of, or impair the fair saleable
         value of, such property;

                           (C) neither the Company nor any of its Subsidiaries
         has received or is aware of any written complaint, notice of violation,
         alleged violation, or notice of investigation or of potential liability
         under Environmental Laws with regard to the Company or its
         Subsidiaries, nor does the Company or any of its Subsidiaries have
         knowledge that any such action is being contemplated, considered or
         threatened;

                           (D) to the best knowledge of the Company, Hazardous
         Materials have not been generated, treated, stored or disposed of at,
         on or under any properties presently or

                                       57
<PAGE>

         formerly owned, leased, or otherwise operated by the Company or any of
         its Subsidiaries, nor have any Hazardous Materials been transported
         from any such property, or come to be located at any other property, in
         violation of or in a manner that could reasonably give rise to
         liability under any Environmental Laws; and

                           (E) there are no governmental administrative actions
         or judicial proceedings pending or, to the best knowledge of the
         Company, threatened under any Environmental Law to which the Company or
         any of its Subsidiaries is a party, nor are there any consent decrees
         or other decrees, consent orders, administrative orders or other
         orders, or other administrative or judicial requirements, other than
         permits authorizing operations by the Company or any of its
         Subsidiaries, outstanding under any Environmental Law.

                  6.18 Accuracy and Completeness of Information. The factual
statements contained in the financial statements referred to in subsection 6.1,
the Credit Documents (including the schedules thereto), the Recapitalization
Agreement and any other certificates or documents furnished or to be furnished
to the Agents or the Lenders from time to time in connection with this
Agreement, taken as a whole, do not and will not, to the best knowledge of the
Company, as of the date when made, contain any untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements
contained therein not misleading in light of the circumstances in which the same
were made, all except as otherwise qualified herein or therein, such knowledge
qualification being given only with respect to factual statements made by
Persons other than the Company or any of its Subsidiaries; provided that with
respect to projected financial information, the Company represents only that
such information has been and will be prepared in good faith based upon
assumptions believed by the Company to be reasonable at the time.

                  6.19 Solvency. As of the Closing Date only, each Credit Party
is, and after giving effect to the Transactions and the incurrence of all
Indebtedness and obligations being incurred in connection herewith and therewith
will be Solvent. For purposes hereof, "Solvent" shall mean, with respect to any
Person on a particular date, that on such date, (i) the fair value of the
property of such Person is greater than the total amount of liabilities,
including, without limitation, contingent liabilities, of such Person, (ii) the
present fair saleable value of the assets of such Person is not less than the
amount that will be required to pay the probable liability of such Person on its
debts as they become absolute and matured, (iii) such Person does not intend to,
and does not believe that it will, incur debts or liabilities beyond such
Person's ability to pay as such debts and liabilities mature, and (iv) such
Person is not engaged in business or a transaction, and is not about to engage
in business or a transaction, for which such Person's property would constitute
an unreasonably small amount of capital.

                  6.20 Labor Matters. As of the Closing Date only, there are no
strikes or other labor disputes against the Company or any of its Subsidiaries
pending or, to the knowledge of the Company, threatened that (individually or in
the aggregate) would reasonably be expected to have a material adverse effect on
the business, operations, property or financial condition of the Company and its
Subsidiaries taken as a whole. As of the Closing Date only, hours worked by and
payment made to employees of the Company and its Subsidiaries have not been in
violation

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<PAGE>

of the Fair Labor Standards Act or any other applicable Requirement of Law
dealing with such matters that (individually or in the aggregate) would
reasonably be expected to have a material adverse effect on the business,
operations, property or financial condition of the Company and its Subsidiaries
taken as a whole. As of the Closing Date only, all payments due from the Company
or any of its Subsidiaries on account of employee health and welfare insurance
that (individually or in the aggregate) would reasonably be expected to have a
material adverse effect on the business, operations, property or financial
condition of the Company and its Subsidiaries taken as a whole if not paid have
been paid or accrued as a liability on the books of the Company or the relevant
Subsidiary.

                  SECTION 7. CONDITIONS PRECEDENT

                  7.1 Conditions to Initial Loans and Letters of Credit. The
obligation of each Lender to make its Loans, and the obligation of the Issuing
Lender to issue any Letter of Credit, on the Closing Date are subject to the
satisfaction, or waiver by the Required Lenders, immediately prior to or
concurrently with the making of such Loans or the issuance of such Letters of
Credit, as the case may be, of the following conditions:

                  (a) Agreement; Notes; Recapitalization Agreement. The
Administrative Agent shall have received (i) a counterpart of this Agreement for
each Lender duly executed and delivered by a duly authorized officer of the
Company, (ii) for the account of each Term Loan Lender requesting the same
pursuant to subsection 5.13(e), a Term Loan Note, conforming to the requirements
hereof and executed by a duly authorized officer of the Company, (iii) for the
account of each Revolving Credit Lender requesting the same pursuant to
subsection 5.13(e), a Revolving Credit Note of the Company conforming to the
requirements hereof and executed by a duly authorized officer of the Company,
and (iv) for the account of the Swing Line Lender, a Swing Line Note, conforming
to the requirements hereof and executed by a duly authorized officer of the
Company. The Administrative Agent shall have received a copy of the
Recapitalization Agreement.

                  (b) Transactions. The Transactions shall be consummated,
simultaneously with the incurrence of Loans on the Closing Date, in accordance
with the Recapitalization Agreement, the Credit Documents, and all applicable
laws.

                  (c) Capitalization; Capital Structure. (i) The GEI Investors
shall have purchased capital stock of Holdings for approximately $65,000,000 in
cash (representing approximately 22% of the voting Capital Stock of Holdings
upon the consummation of the Recapitalization).

                  (ii)     [RESERVED]

                  (iii)    [RESERVED]

                  (iv)     The certificate of incorporation, by-laws, other
governing documents and the corporate and capital structure of Borrower and its
Subsidiaries (excluding the identity and amount of equity contribution of any
Person in the Investor Group), in each case after giving effect to the
consummation of the Transactions, shall be in form and substance reasonably

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<PAGE>

satisfactory to the Agents (it being understood that all such terms, conditions
and documentation as disclosed or otherwise made available to the Agents on or
prior to the date of the Consent Solicitation Statement are in form and
substance satisfactory to the Agents), and the Agents shall have received the
voting and other agreements to which all of Holdings, Investcorp and GEI are
party to be in effect immediately following consummation of the Transactions.

                  (v) The Agents shall be reasonably satisfied that all
Noteholder Consents shall have been obtained by the Company in compliance with
applicable law and on terms reasonably satisfactory to the Agents (it being
understood that the terms of the Consent Solicitation Statement are satisfactory
to the Agents).

                  (vi) After giving effect to the Transactions and the
incurrence of Loans hereunder on the Closing Date, the Company shall have total
Available Revolving Credit Commitments which, when added to the Company's cash
at such time, are at least equal to $20,000,000.

                  (vii) The execution and delivery of this Agreement by the
Lenders and the Agents shall be deemed to evidence the satisfaction of the
Lenders and the Agents with such of the matters referenced and in clauses (i)
through (v) of this paragraph (c) as shall have been disclosed and made
available to the Administrative Agent prior to the date hereof.

                  (d) Financial Statements. (i) The Lenders shall have received
the unaudited interim consolidated balance sheet of Holdings and its
Subsidiaries for the monthly period ended as of March 31, 2003; and (ii) the
Lenders shall have received a pro forma balance sheet on a consolidated basis of
the Company and its Subsidiaries as of March 31, 2003 reflecting and giving
effect to the Transactions and the other transactions contemplated hereby,
together with a certificate of the Company to the effect that such pro forma
balance sheet fairly presents in all material respects the pro forma financial
position of the Company and its Subsidiaries in accordance with GAAP.

                  (e) Fees. (i) The Agents and the Lenders shall have received
all fees required to be paid, and all expenses and other consideration presented
for payment required to be paid or delivered, on or before the Closing Date.

                  (ii) The aggregate amount of fees and expenses paid in
connection with the Transactions and the other transactions contemplated hereby
(including in respect of the Noteholder Consents) shall be approximately
$20,000,000.

                  (f) Lien Searches; Lien Perfection. (i) The Administrative
Agent shall have received substantially all the results of a search of Uniform
Commercial Code, tax and judgment filings made with respect to each of the
Company and its Subsidiaries in each of the relevant jurisdictions with respect
to the Company and its Subsidiaries, together with copies of financing
statements disclosed by such searches and such searches shall disclose no Liens
on any assets encumbered by any Security Document, except for Liens permitted
hereunder or, if unpermitted Liens are disclosed, the Administrative Agent shall
have received satisfactory evidence of the release of such Liens and (ii) the
Administrative Agent shall have received duly executed

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<PAGE>

financing statements on Form UCC-1, necessary or, in the opinion of the
Administrative Agent, desirable to perfect the Liens created by the Security
Documents.

                  (g) [RESERVED]

                  (h) Pledge Agreement. The Administrative Agent shall have
received the Holdings Pledge Agreement executed and delivered by a duly
authorized officer of the parties thereto, together with stock certificates
representing 100% of all issued and outstanding shares of Capital Stock of the
Company, and undated stock powers for each certificate, executed in blank and
delivered by a duly authorized officer of the applicable pledgor and the
acknowledgment and consent of the issuer thereunder in the form annexed thereto.

                  (i) Collateral Agreement. The Administrative Agent shall have
received the Collateral Agreement, executed and delivered by a duly authorized
officer of the Company together with stock certificates representing 100% of all
issued and outstanding shares of Capital Stock of each of the Domestic
Subsidiaries of the Company (except that to the extent the Capital Stock of any
Foreign Subsidiary of the Company is voting stock, not more than 65% of the
voting stock of any such Foreign Subsidiary shall be required to be so pledged),
and undated stock powers for each certificate, executed in blank and delivered
by a duly authorized officer of the applicable pledgor and the acknowledgment
and consent of the issuer thereunder in the form annexed thereto.

                  (j) Guarantees. (i) The Administrative Agent shall have
received a Holdings Guarantee, executed and delivered by a duly authorized
officer of Holdings.

                  (ii) The Administrative Agent shall have received a Subsidiary
Guarantee, executed and delivered by a duly authorized officer of each of the
Domestic Subsidiaries of the Company except for (i) any Receivables SPV and (ii)
any Immaterial Subsidiary.

                  (k) [RESERVED]

                  (l) Legal Opinions. The Administrative Agent shall have
received, dated the Closing Date and addressed to each Agent and the Lenders, an
opinion of (i) Gibson, Dunn & Crutcher LLP, counsel to the Credit Parties, in
substantially the form of Exhibit J-l, with such changes thereto as may be
approved by the Agents and their counsel, (ii) the general counsel to the
Company, in substantially the form of Exhibit J-2, with such changes thereto as
may be approved by the Agents and their counsel and (iii) such local counsel as
may have been reasonably requested by the Agents, which opinions shall be in
form and substance reasonably satisfactory to the Agents.

                  (m) Closing Certificate. The Administrative Agent shall have
received a Closing Certificate of each Credit Party dated the Closing Date, in
substantially the form of Exhibits K-l, K-2 and K-3, respectively, with
appropriate insertions and attachments, in form and substance reasonably
satisfactory to the Agents and their counsel, executed by the President, any
Vice President or Chief Financial Officer and the Secretary or any Assistant
Secretary of Holdings, the Company and its Subsidiaries, respectively.

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<PAGE>

                  (n) Solvency Opinion. The Administrative Agent shall have
received an opinion or opinions of Murray, Devine & Co. which documents the
solvency of the Company and its Subsidiaries after giving effect to the
consummation of the Transactions and the financings contemplated hereby.

                  (o) Insurance. The Administrative Agent shall have received
(i) a schedule describing all insurance maintained by Holdings and its
Subsidiaries pursuant to subsection 8.5, and (ii) binders or certificate of
insurance for each policy set forth on such schedule insuring against casualty
and other usual and customary risks.

                  (p) Existing Credit Agreements. (i) On the Closing Date, the
commitments under 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 issued thereunder shall have been terminated or
incorporated hereunder as, or supported hereunder by, Letters of Credit, and all
other amounts owing pursuant to the Existing Credit Agreements shall have been
repaid in full, and the Administrative Agent shall have received evidence in
form, scope and substance reasonably satisfactory to it that the matters set
forth in this subsection have been satisfied at such time.

                  (ii) On the Closing Date, the creditors under the Existing
Credit Agreements shall have terminated and released all Liens on the capital
stock of and assets owned by Holdings and its Subsidiaries, and the
Administrative Agent shall have received all such releases as may have been
requested by the Agents, which releases shall be in form and substance
reasonably satisfactory to the Agents.

                  (q) [RESERVED]

                  (r) Litigation. On the Closing Date, except as disclosed by
the Company in filings with the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, since December 31, 2002 there shall
be no actions, suits, investigations, arbitrations, claims, or proceedings
pending or, to the knowledge of the Company, threatened, nor shall there be any
judgment, decree, injunction, rule or order of any court, Governmental Authority
or arbitrator outstanding, against any Credit Party (x) with respect to this
Agreement or any other Credit Document or the transactions contemplated hereby
or thereby (including the Recapitalization) or (y) which is reasonably likely to
have a material adverse effect on (I) the transactions contemplated by the
Credit Documents or on the business, property, operations or financial condition
of the Company or of the Company and its Subsidiaries taken as a whole, in each
case after giving effect to the Transactions and the other transactions
contemplated hereby or (II) the validity or enforceability of any material
Credit Document or the rights or remedies of the Lenders or the Agents hereunder
or under any other Credit Document.

                  (s) Consents, Approvals and Filings. Except for the financing
statements contemplated by the Security Agreements and the Mortgages and except
as disclosed in the Recapitalization Agreement, on the Closing Date, all
necessary governmental and other third

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<PAGE>

party authorizations, consents, approvals or waivers required in connection with
the execution, delivery and performance by the Credit Parties, and the validity
and enforceability against the Credit Parties, of the Credit Documents to which
any of them is a party, or otherwise in connection with the transactions
contemplated by the Credit Documents and the Recapitalization Agreement, shall
have been obtained or made and remain in full force and effect (except where the
failure to do so would not reasonably be expected to have a material adverse
effect on (x) the business, operations, property or financial condition of the
Company and its Subsidiaries, taken as a whole, or (y) (I) the validity or
enforceability of this Agreement or any other material Credit Document or (II)
the rights or remedies of the Agents or the Lenders hereunder or thereunder),
and all applicable waiting periods shall have expired without any action being
taken by any competent authority which restrains or prevents such transactions
or imposes materially adverse conditions upon the consummation of such
transactions.

                  (t) Restrictions. The consummation of the Transactions and the
other transactions contemplated hereby shall not (i) violate any order,
judgment, writ, injunction, determination, award, decree, law, statute, rule or
regulation applicable to the Company or any of its Subsidiaries or any portion
of their properties or assets, or (ii) require any consent, approval or notice
under, or conflict with or result in a violation or breach of, or constitute
(with or without notice or lapse of time or both) a default (or give rise to any
right of termination, cancellation or acceleration) under, any of the terms,
conditions or provisions of any note, bond, mortgage, indenture, lease,
agreement or other instrument or obligation to which the Company or any of its
Subsidiaries is a party or by which any of them or any portion of their
properties or assets may be bound, except in the case of clauses (i) and (ii),
with respect to matters that are not, individually or in the aggregate,
reasonably likely to (x) result in a material adverse effect on the business,
operations, property or financial condition of the Company and its Subsidiaries
taken as a whole or on the validity or enforceability of any material Credit
Documentation or the rights and remedies of the Agents or the Lenders
thereunder, (y) impair the ability of the Company to perform its obligations
under this term sheet in any material respect or (z) delay in any material
respect or prevent the consummation of any of the Transactions.

                  (u) [RESERVED]

                  (v) Leverage Ratio. The Agents shall be satisfied that the pro
forma Leverage Ratio of the Company and its consolidated Subsidiaries shall not
exceed 4.6 to 1.0 (calculated using the pro forma balance sheet and the pro
forma statement of operations of the Company for the monthly period ended April
30, 2003).

                  7.2 Conditions to All Loans and Letters of Credit. The
obligation of each Lender to make any Loan (other than any Revolving Credit Loan
the proceeds of which are to be used to repay Refunded Swing Line Loans) and the
obligation of the Issuing Lender to issue any Letter of Credit is subject to the
satisfaction of the following conditions precedent on the relevant Borrowing
Date:

                  (a) Representations and Warranties. Each of the
representations and warranties made in or pursuant to Section 6 or which are
contained in any other Credit Document shall be true and correct in all material
respects on and as of the date of such Loan or of the issuance of

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<PAGE>

such Letter of Credit as if made on and as of such date (unless stated to relate
to a specific earlier date, in which case, such representations and warranties
shall be true and correct in all material respects as of such earlier date).

                  (b) No Default or Event of Default. No Default or Event of
Default shall have occurred and be continuing on such Borrowing Date or after
giving effect to such Loan to be made or such Letter of Credit to be issued on
such Borrowing Date.

Each borrowing by the Company hereunder and the issuance of each Letter of
Credit by the Issuing Lender hereunder shall constitute a representation and
warranty by the Company as of the date of such borrowing or issuance that the
conditions in clauses (a) and (b) and of this subsection 7.2 have been
satisfied.

                  SECTION 8. AFFIRMATIVE COVENANTS

                  The Company hereby agrees that, so long as the Commitments
remain in effect, any Loan, Note or L/C Obligation remains outstanding and
unpaid, any amount (unless cash in an amount equal to such amount has been
deposited to a cash collateral account established by the Administrative Agent)
remains available to be drawn under any Letter of Credit or any other amount is
owing to any Lender or the Administrative Agent hereunder or under any of the
other Credit Documents, the Company shall, and, in the case of the agreements
contained in subsections 8.3 through 8.6, and 8.8 through 8.9, shall cause each
of its Subsidiaries to:

                  8.1 Financial Statements. Furnish to the Administrative Agent
(with sufficient copies for each Lender which the Administrative Agent shall
promptly furnish to each Lender):

                  (a) as soon as available, but in any event within (i) 95 days
after the end of each fiscal year of the Company or (ii) if earlier, 5 days
after the initial deadline for the filing thereof with the Securities and
Exchange Commission, a copy of the consolidated balance sheet of the Company and
its consolidated Subsidiaries as at the end of such fiscal year and the related
consolidated statements of stockholders' equity and cash flows and the
consolidated statements of income of the Company and its Subsidiaries for such
fiscal year, setting forth in each case in comparative form the figures for the
previous year and, in the case of the consolidated balance sheet referred to
above, reported on, without a "going concern" or like qualification or
exception, or qualification arising out of the scope of the audit, or
qualification which would affect the computation of financial covenants, by
independent certified public accountants of nationally recognized standing;

                  (b) as soon as available, but in any event not later than (i)
50 days after the end of each of the first three quarterly periods of each
fiscal year of the Company or (ii) if earlier, 5 days after the initial deadline
for the filing thereof with the Securities and Exchange Commission, the
unaudited consolidated balance sheet of the Company and its Subsidiaries as at
the end of each such quarter and the related unaudited consolidated statements
of income and cash flows of the Company and its Subsidiaries for such quarterly
period and the portion of the fiscal year of the Company through such date,
setting forth in each case in comparative form the figures for the corresponding
quarter in,

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         and year to date portion of, the previous year, and the figures for
         such periods in the budget prepared by the Company and furnished to the
         Administrative Agent, certified by the chief financial officer,
         controller or treasurer of the Company as being fairly stated in all
         material respects;

                  (c) as soon as available, but in any event not later than 45
         days after the beginning of each fiscal year of the Company to which
         such budget relates, a preliminary consolidated quarterly operating
         budget for the Company and its Subsidiaries taken as a whole; and as
         soon as available, any material revision to or any final revision of
         any such preliminary annual operating budget or any such consolidated
         operating budget; and

                  (d) concurrently with the delivery of financial statements
         pursuant to subsection 8.1(a) or (b), a certificate of the chief
         financial officer or treasurer of the Company setting forth, in
         reasonable detail, (x) the computations of Capital Expenditures as of
         the last day of the fiscal period covered by such financial statements,
         the Leverage Ratio as of such last day and the Interest Coverage Ratio
         as of such last day for the respective period being tested pursuant to
         Section 9.11 and (y) in the case of financial statements delivered
         pursuant to subsection 8.1(a), the computations of Excess Cash Flow
         for the respective fiscal year;

all such financial statements to be complete and correct in all material
respects (subject, in the case of interim statements, to normal year-end audit
adjustments) and to be prepared in reasonable detail and (except in the case of
the statements referred to in paragraphs (c) and (d) of this subsection 8.1) in
accordance with GAAP.

                  8.2 Certificates; Other Information. Furnish to the
Administrative Agent (with sufficient copies for each Lender which the
Administrative Agent shall promptly deliver to each Lender):

                  (a) concurrently with the delivery of the consolidated
         financial statements referred to in subsection 8.1(a), a letter from
         the independent certified public accountants reporting on such
         financial statements stating that in making the examination necessary
         to express their opinion on such financial statements no knowledge was
         obtained of any Default or Event of Default under subsections 5.4(c),
         9.1, 9.3, and 9.5 through 9.12, except as specified in such letter;

                  (b) within 15 days of the delivery of the financial statements
         referred to in subsections 8.1(a) and (b) (except that the certificate
         referred to in clause (iii) below shall be delivered concurrently with
         such financial statements), a certificate of the chief financial
         officer or treasurer of the Company stating that, to the best of such
         officer's knowledge, during such period (i) no Subsidiary has been
         formed or acquired (or, if any such Subsidiary has been formed or
         acquired, the Company has complied with the requirements of subsection
         8.9 with respect thereto), (ii) neither the Company nor any of its
         Subsidiaries has changed its name, its principal place of business, its
         chief executive

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<PAGE>

         office or the location of any material item of tangible Collateral
         without complying with the requirements of this Agreement and the
         Security Documents with respect thereto, (iii) each of the Company and
         its Subsidiaries has observed or performed all of its respective
         covenants and other agreements, and satisfied every material condition,
         contained in this Agreement, the Notes and the other Credit Documents
         to be observed, performed or satisfied by it, and that such officer has
         obtained no knowledge of any Default or Event of Default except as
         specified in such certificate, (iv) showing in detail as of the end of
         the related fiscal period the figures and calculations supporting such
         statement in respect of subsection 9.1, clauses (b) and (e) of
         subsection 9.3 and subsections 9.6 through 9.11 and any other
         calculations reasonably requested by the Administrative Agent with
         respect to the quantitative aspects of the other covenants contained
         herein, (v) if not specified in the financial statements delivered
         pursuant to subsection 8.1, specifying the aggregate amount of interest
         paid or accrued by the Company and its Subsidiaries, and the aggregate
         amount of depreciation, depletion and amortization charged on the books
         of the Company and its Subsidiaries, during such accounting period, and
         (vi) identify any owned Real Property of the Company or a Domestic
         Subsidiary acquired during such accounting period that, together with
         any improvements thereon, has a value of at least $5,000,000;

                  (c) promptly upon receipt thereof, copies of all final reports
         submitted to the Company or to any of its Subsidiaries by independent
         certified public accountants in connection with each annual, interim or
         special audit of the books of the Company or any of its Subsidiaries
         made by such accountants, and, upon the request of any Lender (through
         the Administrative Agent), any final comment letter submitted by such
         accountants to management in connection with their annual audit;

                  (d) promptly upon their becoming available, copies of all
         financial statements, reports, notices and proxy statements sent or
         made available to the public generally by Holdings, the Company or any
         of their Subsidiaries, if any, and all regular and periodic reports and
         all final registration statements and final prospectuses, if any, filed
         by the Company or any of its Subsidiaries with any securities exchange
         or with the Securities and Exchange Commission or any Governmental
         Authority succeeding to any of its functions;

                  (e) concurrently with the delivery of the financial statements
         referred to in subsections 8.1 (a) and (b), a management summary
         describing and analyzing the performance of the Company and its
         Subsidiaries during the periods covered by such financial statements;

                  (f) within 50 days after the end of each fiscal quarter, a
         summary of all Asset Sales during such fiscal quarter including the
         amount of all Net Proceeds from such Asset Sales not previously applied
         to prepayments of the Loans and reductions of the Commitments pursuant
         to the proviso to subsection 5.4(c)(iii);

                  (g) within 50 days after the end of each fiscal year, a
         summary of all Recovery Events during such period for which proceeds
         received by Holdings or its Subsidiaries exceeded $1,000,000;

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<PAGE>

                  (h) within 50 days after the end of each fiscal year, a
         summary of all acquisitions effected pursuant to subsection 9.6(g)(B),
         for which the amount of individual expenditures exceeded $1,000,000,
         which summary shall include the amount of expenditures in connection
         with such acquisitions and the dates on which such acquisitions were
         consummated; and

                  (i) promptly, such additional financial and other information
         as any Lender may from time to time reasonably request (through the
         Administrative Agent).

                  8.3 Payment of Obligations. Pay, discharge or otherwise
satisfy at or before maturity or before they become delinquent, as the case
may be, all its obligations and liabilities of whatever nature, except (a) when
the amount or validity thereof is currently being contested in good faith by
appropriate proceedings and reserves in conformity with GAAP with respect
thereto have been provided on the books of the Company or any of its
Subsidiaries, as the case may be, (b) for delinquent obligations which do not
have a material adverse effect on the business, assets, condition (financial or
otherwise) or results of operations of the Company and its Subsidiaries taken as
a whole and (c) for trade and other accounts payable in the ordinary course of
business which are not overdue for a period of more than 90 days or, if overdue
for more than 90 days, as to which a dispute exists and adequate reserves in
conformity with GAAP have been established on the books of the Company or any of
its Subsidiaries, as the case may be.

                  8.4 Conduct of Business and Maintenance of Existence. Continue
to engage in businesses of the same general type as now conducted by it (after
giving effect to the Transactions), and preserve, renew and keep in full force
and effect its corporate existence and take all reasonable action to maintain
all material rights, material privileges, franchises, copyrights, patents,
trademarks and trade names necessary or desirable in the normal conduct of its
business except for rights, privileges, franchises, copyrights, patents,
trademarks and tradenames the loss of which would not in the aggregate have a
material adverse effect on the business, operations, property or financial
condition of the Company and its Subsidiaries taken as a whole, and except as
otherwise permitted by subsections 9.4 and 9.5; and comply with all applicable
Requirements of Law except to the extent that the failure to comply therewith
would not, in the aggregate, have a material adverse effect on the business,
operations, property or financial condition of the Company and its Subsidiaries
taken as a whole.

                  8.5 Maintenance of Property: Insurance. (a) Keep all property
useful and necessary in its business in good working order and condition
(ordinary wear and tear excepted); and

                  (b) Maintain with financially sound and reputable insurance
companies insurance on all its property in at least such amounts and with only
such deductibles as are usually maintained by, and against at least such risks
(but including, in any event, public liability insurance) as are usually insured
against in the same general area by, companies engaged in the same or a similar
business, and furnish to the Administrative Agent, (i) annually, a schedule
disclosing (in a manner substantially similar to that used in the schedule
provided pursuant to subsection 7.1(o)) all insurance against products liability
risk maintained by the Company and its

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<PAGE>

Subsidiaries pursuant to this subsection 8.5(b) or otherwise and (ii) upon
written request of any Lender, full information as to the insurance carried;
provided that the Company may implement programs of self insurance in the
ordinary course of business and in accordance with industry standards for a
company of similar size so long as reserves are maintained in accordance with
GAAP for the liabilities associated therewith.

                  8.6 Inspection of Property; Books and Records: Discussions.
Keep proper books of record and account in which full, true and correct entries
are made of all dealings and transactions in relation to its business and
activities which permit financial statements to be prepared in conformity with
GAAP and all Requirements of Law; and permit representatives of any Lender upon
reasonable notice (made through the Administration Agent and no more frequently
than quarterly unless a Default or Event of Default shall have occurred and be
continuing) to visit and inspect any of its properties and examine and make
abstracts from any of its books and records at any reasonable time and as often
as may reasonably be requested upon reasonable notice, and to discuss the
business, operations, assets and financial and other condition of the Company
and its Subsidiaries with officers and employees thereof and with their
independent certified public accountants with prior reasonable notice to, and
coordination with, the chief financial officer or the treasurer of the Company.

                  8.7 Notices. Promptly give notice to the Administrative Agent
(to be distributed by the Administrative Agent to the Lenders):

                  (a) of the occurrence of any Default or Event of Default;

                  (b) of any (i) default or event of default under any
         instrument or other agreement, guarantee or collateral document of the
         Company or any of its Subsidiaries which default or event of default
         has not been waived and would have a material adverse effect on the
         business, operations, property or financial condition of the Company
         and its Subsidiaries taken as a whole, or any other default or event of
         default under any such instrument, agreement, guarantee or other
         collateral document which, assuming for the purposes of this subsection
         8.7(b) only that the threshold amount contained in the proviso to
         clause (e) of Section 10 were $7,500,000, would have constituted a
         Default or Event of Default under this Agreement, or (ii) litigation,
         investigation or proceeding which may exist at any time between the
         Company or any of its Subsidiaries and any Governmental Authority, or
         receipt of any notice of any environmental claim or assessment against
         the Company or any of its Subsidiaries by any Governmental Authority,
         which in any such case, there is a probability of an adverse
         determination and which if adversely determined, would have a material
         adverse effect on the business, operations, property or financial
         condition of the Company and its Subsidiaries taken as a whole;

                  (c) of any litigation or proceeding against the Company or any
         of its Subsidiaries (i) in which more than $5,000,000 of the amount
         claimed is not covered by insurance or (ii) in which injunctive or
         similar relief is sought which if obtained would have a material
         adverse effect on the business, operations, property or financial
         condition of the Company and its Subsidiaries taken as a whole;

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<PAGE>

                  (d) of the following events, as soon as practicable after, and
         in any event within 30 days after, the Company knows or has reason to
         know thereof: (i) the occurrence of any Reportable Event with respect
         to any Plan which Reportable Event could reasonably result in material
         liability to the Company and its Subsidiaries taken as a whole, or (ii)
         the institution of proceedings or the taking of any other action by
         PBGC, the Company or any Commonly Controlled Entity to terminate,
         withdraw or partially withdraw from any Plan and, with respect to a
         Multiemployer Plan, the Reorganization or Insolvency of such Plan, in
         each of the foregoing cases which could reasonably result in material
         liability to the Company and its Subsidiaries taken as a whole, and in
         addition to such notice, deliver to the Administrative Agent and each
         Lender whichever of the following may be applicable: (A) a certificate
         of a Responsible Officer of the Company setting forth details as to
         such Reportable Event and the action that the Company or such Commonly
         Controlled Entity proposes to take with respect thereto, together with
         a copy of any notice of such Reportable Event that may be required to
         be filed with PBGC, or (B) any notice delivered by PBGC evidencing its
         intent to institute such proceedings or any notice to PBGC that such
         Plan is to be terminated, as the case may be;

                  (e) concurrently with the delivery of the information
         delivered pursuant to subsection 8.2(f) and each prepayment required
         pursuant to subsection 5.4(c)(iii), of any Asset Sale or substantially
         like-kind exchange of real property by the Company or any of its
         Subsidiaries; and

                  (f) of a material adverse change known to the Company or its
         Subsidiaries in the business, operations, property or financial
         condition of the Company and its Subsidiaries taken as a whole.

Each notice pursuant to this subsection 8.7 shall be accompanied by a statement
of a Responsible Officer of the Company setting forth details of the occurrence
referred to therein and (in the cases of clauses (a) through (d)) stating what
action the Company proposes to take with respect thereto.

                  8.8 Environmental Laws. (a) (i) Comply with all Environmental
Laws applicable to it, and obtain, comply with and maintain any and all
Environmental Permits necessary for its operations as conducted and as planned;
and (ii) take reasonable efforts to ensure that all of its tenants, subtenants,
contractors, subcontractors, and invitees comply with all Environmental Laws,
and obtain, comply with and maintain any and all Environmental Permits,
applicable to any of them insofar as any failure to so comply, obtain or
maintain could result in a material adverse effect on the Company and its
Subsidiaries taken as a whole. Noncompliance by the Company or any of its
Subsidiaries with any applicable Environmental Law or Environmental Permit shall
be deemed not to constitute a breach of this 8.8(a); provided that, upon
learning of any such noncompliance, the Company and its Subsidiaries shall
promptly undertake reasonable efforts to achieve compliance or to contest by
appropriate proceedings any alleged noncompliance and, provided further, that,
in any case, such noncompliance, and any other noncompliance with Environmental
Law and any contesting of allegations of noncompliance with Environmental Laws,
individually or in the aggregate, after giving effect to any compliance efforts
promptly undertaken and diligently pursued, would not reasonably be expected to
give rise to a material adverse effect on the Company and its Subsidiaries taken
as a whole.

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<PAGE>

                  (b) Comply in a timely manner with all orders and lawful
directives regarding Environmental Laws issued to the Company or any of its
Subsidiaries by any Governmental Authority, other than such orders and lawful
directives as to which an appeal or other challenge has been timely and properly
taken in good faith and the pendency of any and all such appeals and other
challenges could not reasonably be expected to give rise to a material adverse
effect on the Company and its Subsidiaries taken as a whole.

                  (c) Maintain, update as appropriate, and implement in all
material respects an environmental program reasonably designed to (i) ensure
that the Company, its Subsidiaries, any of their respective operations
(including, without limitation, disposal), and any properties owned, leased or
operated by any of them, attain and remain in substantial compliance with all
applicable Environmental Laws; (ii) reasonably and prudently manage any
liabilities or potential liabilities that the Company, any of the other Credit
Parties, any of their respective operations (including, without limitation,
disposal), and any properties owned or leased by any of them, may have under all
applicable Environmental Laws; and (iii) ensure that the Company and its
Subsidiaries undertake reasonable efforts to identify, and reasonably evaluate,
issues of compliance with and liability under Environmental Laws prior to
acquiring, directly or indirectly, any ownership or leasehold interest in real
property, or other interest in any real property that could give rise to the
Company or any of its Subsidiaries being subjected to liability under any
Environmental Law as a result of such acquisition.

                  8.9 Additional Collateral, (a) Subject to subsections 8.9(f)
and (g), with respect to any assets acquired after the Closing Date by the
Company or any of the Subsidiary Guarantors that are intended to be subject to
the Lien created by any of the Security Documents but which are not so subject
(but, in any event, excluding (w) any assets described in paragraph (b) or (c)
of this subsection, (x) assets acquired or owned pursuant to subsection 9.6(h)
that are not (I) equity interests to the extent that a pledge of such interests
would not be prohibited under the governing documents or agreements with respect
to the entity to which such interests relate or by any agreements to which such
entity is a party or (II) assets of Subsidiary Guarantors, (y) immaterial assets
and (z) Receivables Facility Assets), promptly (and in any event within 30 days
after the acquisition thereof): (i) execute and deliver to the Administrative
Agent such amendments or supplements to the relevant Security Documents or such
other documents as the Administrative Agent shall deem necessary or advisable to
grant to the Administrative Agent, for the benefit of the Lenders, a Lien on
such assets, and (ii) take all actions necessary or advisable to cause such Lien
to be duly perfected to the extent required by such Security Document in
accordance with all applicable Requirements of Law, including, without
limitation, the filing of financing statements in such jurisdictions as may be
reasonably requested by the Administrative Agent.

                  (b) With respect to any Person that is or becomes a Subsidiary
(other than (w) any Immaterial Subsidiary (so long as such Subsidiary remains an
Immaterial Subsidiary), (x) subject to the provisions of subsection 8.9(g), any
Receivables SPV and (y) any Foreign Subsidiary), promptly upon the request of
the Administrative Agent: (i) execute and deliver to the Administrative Agent,
for the benefit of the Lenders, a new pledge agreement or such amendments to the
Collateral Agreement as the Administrative Agent reasonably shall deem necessary
or advisable to grant to the Administrative Agent, for the benefit of the
Lenders, a Lien on any Capital Stock of such Subsidiary, (ii) deliver to the
Administrative Agent the certificates

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representing such Capital Stock, together with undated stock powers executed and
delivered in blank by a duly authorized officer of the Company or such
Subsidiary, as the case may be, and (iii) cause such new Subsidiary (A) to
become a party to the Subsidiary Guarantee and the Subsidiary Security Agreement
or such comparable documentation which is in form and substance reasonably
satisfactory to the Administrative Agent, and (B) to take all actions necessary
or advisable to cause the Lien created by the Subsidiary Security Agreement to
be duly perfected to the extent required by such agreement in accordance with
all applicable Requirements of Law, including, without limitation, the filing of
financing statements in such jurisdictions as may be reasonably requested by the
Administrative Agent.

                  (c) With respect to any Person that is or becomes a Foreign
Subsidiary (excluding any Immaterial Subsidiary so long as it remains as such),
promptly: (i) execute and deliver to the Administrative Agent a new pledge
agreement or such amendments to the Collateral Agreement as the Administrative
Agent reasonably shall deem necessary or advisable to grant to the
Administrative Agent, for the benefit of the Lenders, a Lien on the Capital
Stock of such Subsidiary which is owned by the Company or any of its Domestic
Subsidiaries (provided that in no event shall more than 65% of the total
combined voting equity or its equivalent of any such Foreign Subsidiary be
required to be so pledged, although all non-voting equity and its equivalent
which is owned by the Company or any of its Domestic Subsidiaries shall be
required to be so pledged), (ii) if such Capital Stock is issued in certificated
form, deliver to the Administrative Agent any certificates representing such
Capital Stock, together with undated stock powers executed and delivered in
blank by a duly authorized officer of the Company or such Subsidiary, as the
case may be, and take or cause to be taken all such other actions under the law
of the jurisdiction of organization of such Foreign Subsidiary as may be
necessary or advisable to perfect such Lien on such Capital Stock, and if
reasonably requested by the Administrative Agent, deliver to the Administrative
Agent legal opinions relating to the matters described in clauses (i) and (ii)
immediately preceding, which opinions shall be in form and substance, and from
counsel, reasonably satisfactory to the Administrative Agent.

                  (d) In the event that at any time after the Closing Date, any
Subsidiary which was previously an Immaterial Subsidiary ceases to be an
Immaterial Subsidiary, the Company shall cause such Subsidiary to take all
action, if any, that would be required pursuant to preceding subsections 8.9(b)
and (c) with respect to a Person which then became a Subsidiary.

                  (e) Within 60 days of the Closing Date, the Administrative
Agent shall have received (i) fully executed counterparts of deeds of trust,
mortgages and similar documents in each case in form and substance reasonably
satisfactory to the Administrative Agent and substantially in the form of
Exhibit L (each a "Mortgage" and collectively, the "Mortgages") covering all the
Mortgaged Properties, and arrangements reasonably satisfactory to the
Administrative Agent shall be in place to provide that counterparts of such
Mortgages shall be promptly recorded upon execution in all places to the extent
necessary or desirable, in the reasonable judgment of the Administrative Agent,
effectively to create a valid and enforceable first priority Lien, subject only
to Permitted Liens, on each Mortgaged Property in favor of the Administrative
Agent (or such other trustee as may be required or desired under local law) for
the benefit of the Lenders, (ii) a lender's title insurance policy, paid for by
the Company, issued by a nationally recognized title insurance company, together
with such endorsements, coinsurance and

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<PAGE>

reinsurance as may be reasonably requested by the Administrative Agent, in form
and substance reasonably acceptable to the Administrative Agent, insuring each
Mortgage as a first lien on the relevant Mortgaged Property and subject only to
Liens expressly agreed to by the Administrative Agent and (iii) such appropriate
surveys of any parcel of mortgaged Real Property as are reasonably required by
the Administrative Agent.

                  (f) Upon the request of the Administrative Agent, the Company
will, and will cause its Wholly-Owned Subsidiary Guarantors to, promptly grant
to the Administrative Agent, within 60 days of such request, security interests
and mortgages (an "Additional Mortgage") in such owned Real Property of the
Company and its Domestic Subsidiaries as are acquired after the Closing Date by
the Company or such Subsidiary and that, together with any improvements thereon,
individually have a value of at least $5,000,000, as additional security for the
obligations of the Credit Parties under any Credit Document (unless the subject
property is already mortgaged to a third party to the extent permitted by
subsection 9.2) (it being understood that the provisions of this subsection
8.9(f) will apply to the Real Property subject to the Industrial Revenue Bonds
at such time that the Industrial Revenue Bonds are repaid, as if such Real
Property were acquired on the date of such repayment). Such Mortgages shall be
granted pursuant to documentation reasonably satisfactory in form and substance
to the Administrative Agent and shall constitute valid and enforceable perfected
Liens subject only to Permitted Liens and such other Liens reasonably acceptable
to the Administrative Agent. The Additional Mortgages or instruments related
thereto shall be duly recorded or filed in such manner and in such places as are
required by law to establish, perfect, preserve and protect the Liens in favor
of the Administrative Agent required to be granted pursuant to the Additional
Mortgages and all taxes, fees and other charges payable in connection therewith
shall be paid in full. If requested by the Administrative Agent or the Required
Lenders, the Company shall provide a lender's title policy with respect to each
such Additional Mortgage conforming to the requirements of subsection 8.9(e).

                  (g) All capital stock of each Receivables SPV, if any, shall
be required to be pledged pursuant to the Collateral Agreement; provided that
(A) to the extent prohibited by the relevant Receivables Facility (and so long
as such Receivables Facility is in effect and contains such prohibition), no
security interest will be required in the Capital Stock of the respective
Receivables SPV and (B) to the extent the stock of a Receivables SPV is required
to be pledged to secure amounts owing under the respective Receivables Facility,
the Company shall use commercially reasonable efforts to grant a second priority
perfected security interest in such Capital Stock to secure the obligations
pursuant to the Credit Documents (and shall take all action in connection
therewith as may reasonably be requested by the Administrative Agent).

                  SECTION 9. NEGATIVE COVENANTS

                  The Company hereby agrees that it shall not, and the Company
shall not permit any of its Subsidiaries to, directly or indirectly so long as
the Commitments remain in effect or any Loan, Note or L/C Obligation remains
outstanding and unpaid, any amount (unless cash in an amount equal to such
amount has been deposited to a cash collateral account established by the
Administrative Agent) remains available to be drawn under any Letter of Credit
or any other amount is owing to any Lender or the Administrative Agent hereunder
or under any other Credit

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<PAGE>

Document (it being understood that each of the permitted exceptions to each of
the covenants in this Section 9 is in addition to, and not overlapping with, any
other of such permitted exceptions except to the extent expressly provided):

                  9.1 Indebtedness. Create, incur, assume or suffer to exist any
Indebtedness, except:

                  (a) the Indebtedness outstanding on the Closing Date and
         reflected on Schedule 9.1 (a), including the refinancing of any such
         Indebtedness on terms and conditions taken as a whole no less favorable
         to the Company and its Subsidiaries or the Lenders;

                  (b) Indebtedness consisting of the Loans and in connection
         with the Letters of Credit and this Agreement;

                  (c) Indebtedness (i) of the Company to any Subsidiary, (ii) of
         any Subsidiary Guarantor to the Company or any other Subsidiary; (iii)
         of any Foreign Subsidiary or other Subsidiary that is not a Subsidiary
         Guarantor to the Company or any other Subsidiary in an aggregate
         principal amount at any time outstanding not to exceed $25,000,000 plus
         the sum of any amounts dividended or distributed to the Company or any
         Subsidiary Guarantor by any Foreign Subsidiary, less the sum of (A) the
         amount of any guarantees of obligations of Foreign Subsidiaries
         pursuant to subsection 9.3(c)(ii) and (B) the amount of any investments
         made in a Foreign Subsidiary pursuant to subsection 9.6(b)(iv); (iv)
         [RESERVED]; and (v) of any Receivables SPV to the Company or any other
         Subsidiary in respect of receivables purchased by such Receivables SPV
         from such Person and as evidenced by a promissory note or notes in an
         aggregate principal amount not to exceed the difference between the
         face amount of such purchased receivables and the amount of Receivables
         Facility Attributed Indebtedness, less any amount outstanding in
         accordance with subsection 9.6(b)(iv); PROVIDED THAT, IN THE CASE OF
         EACH OF CLAUSES (i) THROUGH (v) ABOVE, IF (A) A DEFAULT OR EVENT OF
         DEFAULT IS IN EXISTENCE AND (B) THE ADMINISTRATIVE AGENT OR REQUIRED
         LENDERS SO REQUEST, THE INDEBTEDNESS REFERRED TO IN THIS CLAUSE (c)
         SHALL BE EVIDENCED BY A PROMISSORY NOTE OR PROMISSORY NOTES WHICH SHALL
         BE PLEDGED TO THE ADMINISTRATIVE AGENT ON TERMS AND CONDITIONS
         SATISFACTORY TO THE ADMINISTRATIVE AGENT;

For purposes of this subsection 9.1(c), the payment, or intercompany loans or
advances for such purpose, by the Company or any Subsidiary of expenses and
operating costs of the Company or any Subsidiary Guarantor (x) incurred in the
ordinary course of business or (y) incurred in association with the initial
establishment, start up and capitalization of the Company and any Subsidiary
Guarantor shall not be considered to be a loan, advance, dividend or other
investment, and shall be permitted under this Agreement and such payments shall
not reduce any permitted amounts to be so made as specified herein;

                  (d) Indebtedness of the Company in respect of:

                      (i)  up to $ 135,000,000 principal amount of the Senior
                  Subordinated Notes; and

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<PAGE>

                      (ii) Permanent Subordinated Debt issued after the Closing
                  Date in an aggregate principal amount at any time outstanding
                  not to exceed (A) the sum of $135,000,000 and 6% of such
                  amount less (B) the aggregate principal amount of Indebtedness
                  then outstanding pursuant to the preceding clause (i) (after
                  giving effect to any repayment thereof with the proceeds of
                  the Permanent Subordinated Debt), the proceeds (net of any
                  fees and expenses in connection therewith) of which shall be
                  applied to prepay, redeem, retire or repurchase either the
                  Senior Subordinated Notes or Permanent Subordinated Debt plus
                  (C) subject to the requirements of clause (ii) of subsection
                  5.4(c) hereof, an amount, which when added to the amount
                  referred to in subclause (A) of this clause (ii) of this
                  subsection 9.1(d), shall not exceed in the aggregate
                  $200,000,000 plus 6% of such amount;

                  (e) Indebtedness of the Company and its Subsidiaries for
         industrial revenue bonds or other similar governmental and municipal
         bonds, for the deferred purchase price of newly acquired property and
         to finance equipment of the Company and its Subsidiaries (pursuant to
         purchase money mortgages or otherwise and whether owed to the seller or
         a third party) used in the ordinary course of business (provided such
         financing is entered into within 180 days of the acquisition of such
         property) of the Company and its Subsidiaries in an amount (based on
         the remaining balance of the obligations therefor on the books of the
         Company and its Subsidiaries) which shall not exceed $25,000,000 in the
         aggregate at any one time outstanding and Indebtedness of the Company
         and its Subsidiaries in respect of Financing Leases to the extent
         subsections 9.7, 9.9 and 9.10 would not be contravened;

                  (f) Indebtedness of the Company and its Subsidiaries in an
         aggregate principal amount at any one time outstanding not in excess of
         $25,000,000;

                  (g) Indebtedness of any Receivables SPV pursuant to any
         Receivables Facility;

                  (h) Indebtedness in respect of trade letters of credit or
         surety bonds (other than Letters of Credit issued hereunder) in an
         aggregate principal amount equal to $25,000,000 at any one time
         outstanding;

                  (i) Indebtedness (i) assumed in connection with acquisitions
         permitted by subsection 9.6(g) (so long as such Indebtedness was not
         incurred in anticipation of the respective acquisition), (ii) of newly
         acquired Subsidiaries acquired in such acquisitions (so long as such
         Indebtedness was not incurred in anticipation of the respective
         acquisition) and (iii) owed to the seller in any acquisition permitted
         by subsection 9.6(g) constituting part of the purchase price thereof,
         all of which Indebtedness permitted by this subsection 9.1(i) shall not
         exceed in the aggregate at any one time $25,000,000 outstanding;

                  (j) Indebtedness in connection with workmen's compensation
         obligations and general liability exposure of the Company and its
         Subsidiaries;

                                       74

<PAGE>

                  (k) Additional unsecured subordinated indebtedness of the
         Company and its Subsidiaries (which Indebtedness shall be subordinated
         to all obligations pursuant to the Credit Documents pursuant to
         subordination terms which are at least as favorable to the Lenders as
         those contained in the Indebtedness referenced in preceding paragraph
         (d)), provided that (i) such Indebtedness shall not exceed $10,000,000
         in aggregate principal amount at any time outstanding plus any
         additional principal amount of such Indebtedness issued in lieu of cash
         interest on such outstanding Indebtedness or any refinancing thereof,
         (ii) no part of the principal amount of such Indebtedness shall have a
         maturity date earlier than the one-year anniversary of the final
         Installment Payment Date and (iii) the non-default interest rate
         thereon shall not exceed 12% per annum; and

                  (1) Indebtedness of Foreign Subsidiaries in an aggregate
         principal amount at any time outstanding not in excess of the
         equivalent at the date of each incurrence thereof of $25,000,000.

                  9.2 Limitation on Liens. Create, incur, assume or suffer to
exist any Lien upon any of its property, assets, income or profits, whether now
owned or hereafter acquired, except:

                  (a) Liens for taxes, assessments or other governmental charges
         not yet delinquent or which are being contested in good faith and by
         appropriate proceedings if adequate reserves with respect thereto are
         maintained on the books of the Company or such Subsidiary, as the case
         may be, in accordance with GAAP;

                  (b) carriers', warehousemen's, mechanics', landlords',
         materialmen's, repairmen's or other like Liens arising in the ordinary
         course of business in respect of obligations which are not yet due or
         which are bonded or which are being contested in good faith and by
         appropriate proceedings if adequate reserves with respect thereto are
         maintained on the books of the Company or such Subsidiary, as the case
         may be, in accordance with GAAP;

                  (c) pledges or deposits in connection with workmen's
         compensation, unemployment insurance and other social security
         legislation;

                  (d) deposits to secure the performance of bids, tenders, trade
         or government contracts (other than for borrowed money), leases,
         licenses, statutory obligations, surety and appeal bonds, performance
         bonds and other obligations of a like nature incurred in the ordinary
         course of business;

                  (e) easements (including, without limitation, reciprocal
         easement agreements), rights-of-way, building, zoning and similar
         restrictions, utility agreements, covenants, reservations,
         restrictions, encroachments, changes, and other similar encumbrances or
         title defects incurred, or leases or subleases granted to others, in
         the ordinary course of business, which do not in the aggregate
         materially detract from the aggregate value of the properties of the
         Company and its Subsidiaries, taken as a whole, or in the aggregate
         materially interfere with or adversely affect in any material respect
         the ordinary conduct

                                       75
<PAGE>

         of the business of the Company and its Subsidiaries on the properties
         subject thereto, taken as a whole;

                  (f) Liens in favor of the Administrative Agent and the Lenders
         pursuant to the Credit Documents, including Liens pursuant to the
         Credit Documents in respect of Interest Rate Agreements, and bankers'
         liens arising by operation of law;

                  (g) Liens on property of the Company or any of its
         Subsidiaries created solely for the purpose of securing Indebtedness
         permitted by subsection 9.1(e) representing or incurred to finance,
         refinance or refund the purchase price of property, 9.1(i) (so long as
         in the case of clauses (i) and (ii) thereof such Lien was not incurred
         in anticipation of the related acquisition) or 9.1(1) provided that (x)
         no such Lien incurred in connection with Indebtedness pursuant to
         subsection 9.1(e) and 9.1(i) shall extend to or cover other property of
         the Company or such Subsidiary other than the respective property so
         acquired, and the principal amount of Indebtedness secured by any such
         Lien shall at no time exceed the original purchase price of such
         property (plus any interest on such Indebtedness that is
         payable-in-kind or accretes to the principal of such Indebtedness) and
         (y) no such Lien incurred in connection with Indebtedness pursuant to
         subsection 9.1(1) shall extend to any property other than the property
         of one or more Foreign Subsidiaries;

                  (h) Liens existing on the Closing Date after giving effect to
         the consummation of the Recapitalization and described in subsection
         6.13 or Schedule 9.2(h) (including the extension of any Liens listed on
         such Schedule relating to any Indebtedness permitted under subsection
         9.1(a) in connection with any refinancing of such Indebtedness
         permitted by such subsection and any Liens securing Indebtedness to be
         repaid on the Closing Date to the extent the Company has made
         arrangements to terminate such Liens in a manner satisfactory to the
         Administrative Agent), provided that no such Lien shall extend to or
         cover other property of the Company or the respective Subsidiary other
         than the respective property so encumbered and the principal amount of
         Indebtedness secured by any such Lien shall at no time exceed the
         original principal amount of the Indebtedness so secured;

                  (i) Liens on documents of title and the property covered
         thereby securing Indebtedness in respect of the Commercial L/Cs;

                  (j) (i) mortgages, liens, security interests, restrictions,
         encumbrances or any other matter of record that have been placed by any
         developer, landlord or other third party on property over which the
         Company or any Subsidiary of the Company has easement rights or on any
         Leased Property and subordination or similar agreements relating
         thereto and (ii) any condemnation or eminent domain proceedings
         affecting any real property;

                  (k) Liens in connection with workmen's compensation
         obligations and general liability exposure of the Company and its
         Subsidiaries;

                                       76

<PAGE>

                  (1) Liens on goods (and proceeds thereof) securing
         reimbursement obligations in respect of commercial letters of credit
         issued in accordance with the terms of this Agreement; and

                  (m) Liens on any Receivables Facility Assets to the extent
         required to secure the repayment of any Indebtedness incurred under any
         Receivables Facility permitted by subsection 9.l(g).

                  9.3 Limitation on Contingent Obligations. Create, incur,
assume or suffer to exist any Contingent Obligation except:

                  (a) the Guarantees;

                  (b) other guarantees by the Company incurred in the ordinary
         course of business for an aggregate amount not to exceed $5,000,000 at
         any one time outstanding;

                  (c) guarantees by the Company or any Domestic Subsidiary (i)
         of obligations of Subsidiary Guarantors or the Company and (ii) of
         obligations of Foreign Subsidiaries or other Subsidiaries of the
         Company that are not Subsidiary Guarantors in an aggregate principal
         amount not to exceed $25,000,000 plus the sum of any amounts dividended
         or distributed to the Company or any Subsidiary Guarantors by such
         Foreign Subsidiaries, less any amounts outstanding in accordance with
         subsections 9.1(c)(iii) and 9.6(b)(iv);

                  (d) Contingent Obligations existing on the Closing Date and
         described in Schedule 9.3(d) and Contingent Obligations relating to any
         Indebtedness permitted under subsection 9.1 (a);

                  (e) guarantees of obligations to third parties in connection
         with relocation of employees of the Company or any of its Subsidiaries,
         in an amount which, together with all loans and advances made pursuant
         to subsection 9.6(f), shall not exceed $5,000,000 at any time
         outstanding;

                  (f) Contingent Obligations in connection with workmen's
         compensation obligations and general liability exposure of the Company
         and its Subsidiaries;

                  (g) subordinated guarantees in respect of the Permanent
         Subordinated Debt provided by one or more Subsidiary Guarantors (which
         guarantees may remain in effect only so long as the respective such
         entity remains a Subsidiary Guarantor), provided that such subordinated
         guarantees are subordinated to the Guarantees on substantially the same
         basis as the Permanent Subordinated Debt is subordinated to the Loans;
         and

                  (h) with respect to any Receivables Facility, the Company and
         its Subsidiaries may provide Standard Securitization Undertakings.

                  9.4 Prohibition of Fundamental Changes. Enter into any merger
or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or
suffer any liquidation or dissolution), or engage in any type of business other
than of the same general type now conducted by it, except

                                       77

<PAGE>

(a) for the transactions otherwise permitted pursuant to subsection 9.6(g) or
clause (b) of subsection 9.5, (b) any Subsidiary of the Company may be merged
with and into the Company or a Subsidiary Guarantor (in each case so long as no
merger consideration is paid in connection therewith to a Person other than the
Company or a Wholly-Owned Subsidiary Guarantor), (c) any Foreign Subsidiary of
the Company may be merged with and into the Company or a Wholly-Owned
Subsidiary, (d) Subsidiaries with a net book value not greater than $250,000 may
be dissolved and (e) any Subsidiary may otherwise be dissolved; provided that
upon dissolution, the assets of such Subsidiary are transferred to the Company
or a Subsidiary Guarantor or, in the case of a dissolution of a Foreign
Subsidiary, such assets are transferred to the Company or a Wholly-Owned
Subsidiary on the terms and subject to the conditions set forth in subsection
9.5(b).

                  9.5 Prohibition on Sale of Assets. Convey, sell (including
pursuant to a sale-leaseback transaction), lease (other than a sublease of real
property), assign, transfer or otherwise dispose of (including through a
transaction of merger or consolidation) any of its property, business or assets
(including, without limitation, other payments and receivables but excluding
leasehold interests), whether now owned or hereafter acquired, except:

                  (a) for sales or other dispositions of inventory in the
         ordinary course of business;

                  (b) that the Company or any Subsidiary of the Company may
         sell, lease, transfer or otherwise dispose of any or all of its assets
         (upon voluntary liquidation or otherwise) to, and any Subsidiary of the
         Company may merge with and into, the Company or a Subsidiary Guarantor,
         or, in the case of any Foreign Subsidiary of the Company, the Company
         or a Wholly-Owned Subsidiary), and the Company or any Subsidiary of the
         Company may sell or otherwise dispose of, or part with control of any
         or all of, the Capital Stock of any Subsidiary to a Subsidiary
         Guarantor or the Company, provided that, no such transaction may be
         effected if it would result in the transfer of any assets of, or any
         Capital Stock of, the Company or a Subsidiary to, or the merger with
         and into, another Subsidiary all of the Capital Stock of which owned by
         the Company or any Subsidiary has not been pledged to the
         Administrative Agent and which has not guaranteed the obligations of
         the Company, for the benefit of the Lenders, under the Notes and this
         Agreement, and granted liens or security interests in favor of the
         Administrative Agent, for the benefit of the Lenders, on substantially
         all of its assets to secure such guarantee, pursuant to a guarantee,
         security agreement and other documentation reasonably satisfactory to
         the Administrative Agent;

                  (c) leases of Fee Properties and other real property owned in
         fee;

                  (d) any condemnation or eminent domain proceedings affecting
         any real property, provided that the parties hereto agree that the net
         proceeds received in connection with such proceeding shall be deemed
         not to constitute "Net Proceeds" if such net proceeds are reinvested in
         new or existing properties within eighteen months;

                  (e) substantially like-kind exchanges of real property;
         provided that only any cash received by the Company or any Subsidiary
         of the Company in connection with such an exchange (net of all costs
         and expenses incurred in connection with such transaction or

                                       78

<PAGE>

         with the commencement of operation of real property received in such
         exchange) shall be deemed to be Net Proceeds and shall be applied as
         provided for in subsection 5.4(c)(iii);

                  (f) for the sale or other disposition of any property that, in
         the reasonable judgment of the Company has become uneconomic, obsolete
         or worn out, and which is sold or disposed of in the ordinary course of
         business;

                  (g) for the sale or other disposition of any property the
         aggregate amount of the net proceeds received in respect of which shall
         not exceed $7,500,000 during the term of this Agreement;

                  (h) the sale, encumbrance or other disposition at any time or
         from time to time of Receivables Facility Assets pursuant to the
         respective Receivables Facility;

                  (i) any sale or disposition of any interest in property;
         provided that (i) subject to following clause (iii), the net proceeds
         of any such sale shall constitute Net Proceeds only to the extent such
         net proceeds are not reinvested in new or existing property within
         twelve months from the date of such sale, (ii) if the property so sold
         constituted Collateral under the Security Documents then any property
         purchased with the net proceeds thereof shall be mortgaged or pledged,
         as applicable, for the benefit of the Lenders if required by subsection
         8.9 and in accordance therewith and (iii) the aggregate outstanding
         amount of net proceeds held by the Company at any time for reinvestment
         in respect of any property sold pursuant to this paragraph shall not
         exceed $15,000,000;

                  (j) [RESERVED];

                  (k) any sales at fair market value for cash of Investment
         Grade Securities; and

                  (1) for the sale or other disposition of the Company's
         facilities located in Carrolton, Kentucky.

                  (m) (i) any sale or other disposition of any minority
         interests in a joint venture or other Person and (ii) the sale or other
         disposition of the Company's facilities located in Greenville,
         Pennsylvania; provided in either case that (A) the net proceeds of any
         such sale shall constitute Net Proceeds only to the extent such net
         proceeds are not reinvested in new or existing property within twelve
         months from the date of such sale and (B) if the property so sold
         constituted Collateral under the Security Documents, then any property
         purchased with the net proceeds thereof shall be mortgaged or pledged,
         as applicable, for the benefit of the Lenders if required by subsection
         8.9 and in accordance therewith.

                  9.6 Limitation on Investments, Acquisitions, Loans and
Advances. Make any advance, loan, extension of credit or capital contribution
to, or purchase any stock, bonds, notes, debentures or other securities of, or
make any other investment in (including, without limitation, any acquisition of
all or any substantial portion of the assets, and any acquisition of a business
or a product line, of other companies, other than the acquisition of inventory
in the ordinary course of business), any Person (except to the extent permitted
by Section 9.7 or 9.12), except:

                                       79

<PAGE>

                  (a) the Company may make loans or advances to Subsidiaries,
         and Subsidiaries may make loans or advances to the Company and other
         Subsidiaries, to the extent in each case the Indebtedness created
         thereby is permitted by subsection 9.1(c);

                  (b) (i) any Subsidiary may make investments in the Company (by
         way of capital contribution or otherwise), (ii) the Company and any
         Subsidiary may make investments in, or create, any Wholly-Owned
         Domestic Subsidiary or Subsidiary Guarantor (by way of capital
         contribution or otherwise) or make investments permitted by subsection
         9.5(b), provided that, in any such case, the requirements of subsection
         8.9 are satisfied, (iii) the Company and any Subsidiary may make
         investments in any Subsidiary financed with contributions of equity
         directly or indirectly to the entity making such investment from the
         Investor Group or their Affiliates, and (iv) the Company and any
         Subsidiary may make investments in, or create, any Foreign Subsidiary
         (by way of capital contribution or otherwise), provided that (x) the
         requirements of subsection 8.9 are satisfied and (y) the aggregate
         amount of all investments in such Foreign Subsidiaries shall not exceed
         (I) $25,000,000 (plus the sum of any amount dividended or distributed
         by such Foreign Subsidiaries to the Company or any Subsidiary
         Guarantor), minus (II) the amount of any Indebtedness of any Foreign
         Subsidiary at any such time outstanding in accordance with subsection
         9.1(c)(iii) or 9.3(c)(ii); and (iv) the Company and any Subsidiary may
         contribute receivables to any Receivables SPV in an aggregate face
         amount not to exceed the difference between the face amount of such
         receivables and the Receivables Facility Attributed Indebtedness, less
         any amount outstanding in accordance with subsection 9.1(c)(vi);

                  (c) the Company and its Subsidiaries may (i) invest in,
         acquire and hold Cash Equivalents and Investment Grade Securities and
         (ii) make Loans in respect of the purchase price of assets sold
         pursuant to subsection 9.5 in an aggregate amount at any time
         outstanding not to exceed $5,000,000;

                  (d) the Company or any of its Subsidiaries may make payroll
         advances in the ordinary course of business;

                  (e) the Company or any of its Subsidiaries may extend credit
         and acquire and hold receivables owing to it, if created or acquired in
         the ordinary course of business and payable or dischargeable in
         accordance with customary trade terms (provided that nothing in this
         clause (e) shall prevent the Company or any Subsidiary from offering
         such concessionary trade terms, or from receiving such investments, in
         connection with the bankruptcy or reorganization of their respective
         suppliers or customers or the settlement of disputes with such
         customers or suppliers arising in the ordinary course of business, as
         management deems reasonable in the circumstances);

                  (f) the Company or any of its Subsidiaries may make travel and
         entertainment advances and relocation and other loans to officers and
         employees of the Company or any such Subsidiary (or to Holdings so that
         it will make such Loans), provided that the aggregate principal amount
         of all such loans and advances outstanding at any one time,

                                       80

<PAGE>

         together with the guarantees of such loans and advances made pursuant
         to subsection 9.3(e), shall not exceed $5,000,000 at any one time
         outstanding;

                  (g) the Company and its Wholly-Owned Subsidiaries (excluding
         any Receivables SPV) may make expenditures to acquire all or a
         substantial portion of the Capital Stock or assets of any Person
         engaged primarily in one or more businesses in which the Company and
         its Subsidiaries are engaged or directly related thereto or in the
         building products, ladder and climbing equipment and aluminum extrusion
         products industries generally, provided that, after giving pro forma
         effect to any such acquisition and the financing thereof, either (A)
         (i) the amount of the expenditures pursuant to this clause (g) does not
         exceed $25,000,000 with respect to any single acquisition (or related
         series of acquisitions) of Capital Stock or assets, and does not exceed
         $50,000,000 in the aggregate for all expenditures made pursuant to this
         clause (g), in each case without the prior written consent of the
         Required Lenders, (ii) the provisions of subsection 8.9 are satisfied,
         (iii) (x) the ratio of Consolidated Funded Indebtedness as of the day
         of such acquisition to Consolidated EBITDA for the period of four
         fiscal quarters ending as at the last day of the most recently ended
         fiscal quarter does not exceed the maximum Leverage Ratio permitted as
         of such day pursuant to subsection 9.9 and (y) the ratio of
         Consolidated EBITDA for the period of four fiscal quarters ending as at
         the last day of the most recently ended fiscal quarter (giving pro
         forma effect to such acquisition as if it had occurred on such day) to
         Cash Interest Expense for such period (giving pro forma effect to such
         acquisition as if it had occurred on such day) is no less than the
         minimum Interest Coverage Ratio permitted as of such day pursuant to
         subsection 9.10 hereof; provided that the last four fiscal quarters of
         Consolidated EBITDA (x) of each acquired company, business or group of
         assets during the testing period shall be added for purposes of
         calculating such ratio and (y) of each company, business or business
         segment sold during the respective four fiscal quarter period or
         thereafter and on or prior to the date of determination pursuant to one
         or more Asset Sales shall be subtracted for purposes of calculating
         such ratio, (iv) no Default or Event of Default has occurred and is
         continuing or would result therefrom and (v) on or prior to the date of
         consummation of the respective acquisition, the Company furnishes to
         the Administrative Agent a certificate from its chief financial officer
         stating that the foregoing requirements of this clause (A) have been
         met (and providing, in reasonable detail, the calculations required
         pursuant to preceding clause (iii)) or (B) (i) the amount of
         expenditures in connection with such acquisition does not exceed
         $7,500,000 and the Company elects (by prior written notice to the
         Administrative Agent) to treat such expenditures as "Capital
         Expenditures" for purposes of this Agreement, including, but not
         limited to, subsection 9.7 (and not expenditures pursuant to this
         Section 9.6), (ii) the provisions of subsection 8.9 are satisfied, and
         (iii) no Default or Event of Default has occurred and is continuing or
         would result therefrom;

                  (h) the Company or any of its Subsidiaries may make
         investments in, or loans or investments to, or expenditures relating to
         joint ventures or other Persons engaged primarily in one or more
         businesses in which the Company and its Subsidiaries are engaged or
         directly related thereto or in the building products, ladder and
         climbing equipment and aluminum extrusion products industries
         generally, in an aggregate

                                       81

<PAGE>

         principal amount not to exceed $20,000,000 (plus the sum of any amounts
         dividended or distributed to the Company or any Subsidiary Guarantor by
         such joint venture or other Person); provided that at the time of and
         after giving effect thereto no Default or Event of Default shall have
         occurred and be continuing or would result therefrom;

                  (i) [RESERVED]; and

                  (j) the Company and its Subsidiaries may, in the ordinary
         course of business, engage in aluminum hedging so long as such hedging
         is not for speculative purposes and is reasonably related to its
         anticipated manufacturing needs.

                  For the purposes of this subsection 9.6, the payment, or
intercompany loans or advances for such purpose, by the Company or any
Subsidiary of expenses and operating costs of the Company or any Subsidiary
Guarantor (x) incurred in the ordinary course of business or (y) incurred in
association with the initial establishment, start up and capitalization of the
Company and any Subsidiary Guarantor shall not be considered to be a loan,
advance, dividend or other investment, and shall be permitted under this
Agreement and such payments shall not reduce any permitted amounts to be so made
as specified herein.

                  9.7 Capital Expenditures. Make or commit to make any Capital
Expenditures, except that the Company and its Subsidiaries may make or commit to
make Capital Expenditures not exceeding the amount set forth below (the "Base
Amount") for each of the years or other periods set forth below:

<TABLE>
<CAPTION>
---------------------------------------------------
         Year or Period                 Base Amount
         --------------                 -----------
---------------------------------------------------
<S>                                     <C>
Closing Date to                         $20,000,000
December 31,2003
---------------------------------------------------
Calendar Year 2004                      $25,000,000
---------------------------------------------------
Calendar Year 2005                      $25,000,000
---------------------------------------------------
Calendar Year 2006                      $25,000,000
---------------------------------------------------
Calendar Year 2007                      $25,000,000
---------------------------------------------------
Calendar Year 2008                      $25,000,000
---------------------------------------------------
January 1, 2009 to Maturity Date        $15,000,000
---------------------------------------------------
</TABLE>

provided that (i) for any period set forth above, the Base Amount set forth
above may be increased by a maximum of 50% of the Base Amount for any such
period by carrying over to any such period any portion of the Base Amount (as
increased) not spent in the immediately preceding period and (ii) for each
period of the Company, the Base Amount set forth above shall be increased in the
event any Person or assets of such Person (an "Acquired Person") is acquired as
permitted herein by an amount equal to 110% of the amount of capital
expenditures (determined in accordance with GAAP) of such Acquired Person for
the twelve months prior to the date it was acquired ("Acquired Capital
Expenditures"); provided that, with respect to the fiscal year in which such
Person becomes an Acquired Person, the Base Amount shall be increased by the
product of (A) the Acquired Capital Expenditures of such Acquired Person times
(B) a fraction, the numerator of which is the number of days remaining in the
fiscal year of

                                       82

<PAGE>

the Company in which such Acquired Person was acquired and the denominator of
which is 365; provided further, that, notwithstanding anything to the contrary
herein, additional Capital Expenditures may be made (i) with net proceeds
received in property sales or dispositions under subsections 9.5(i), (g), (l)
and (m) and (ii) to the extent financed by any net cash proceeds from the
issuance of Capital Stock of Holdings to, or any capital contribution to the
Company by, the Investor Group or its Affiliates.

                  9.8 Interest Rate Agreements. Enter into, create, incur,
assume or suffer to exist any Interest Rate Agreements or obligations in respect
thereof except in the ordinary course of business for non-speculative purposes.

                  9.9 Debt to EBITDA. At the last day of any fiscal quarter set
forth below, permit the ratio (the "Leverage Ratio") of Consolidated Funded
Indebtedness as of such day to Consolidated EBITDA for the period of four fiscal
quarters ending on such day to be greater than the ratio set forth below for
such fiscal quarter; provided that, (x) with respect to any acquisition made
during the respective four quarter period pursuant to, and as permitted by,
subsection 9.6(g), the last four fiscal quarters of Consolidated EBITDA of the
acquired company shall be added for the purposes of calculating this ratio and
(y) the last four fiscal quarters of Consolidated EBITDA of each company,
business or business segment sold during the respective four fiscal quarter
period pursuant to one or more Asset Sales shall be subtracted for purposes of
calculating this ratio:

<TABLE>
<CAPTION>
FISCAL YEAR  FISCAL QUARTER            RATIO
<S>          <C>                   <C>
    2003         Third             4.75 to 1.00
                 Fourth            4.75 to 1.00
    2004         First             4.50 to 1.00
                 Second            4.50 to 1.00
                 Third             4.25 to 1.00
                 Fourth            4.25 to 1.00
    2005         First             4.00 to 1.00
                 Second            4.00 to 1.00
                 Third             3.75 to 1.00
                 Fourth            3.50 to 1.00
    2006         First             3.50 to 1.00
                 Second            3.50 to 1.00
                 Third             3.25 to 1.00
                 Fourth            3.00 to 1.00
    2007         First             3.00 to 1.00
                 Second            3.00 to 1.00
                 Third             3.00 to 1.00
                 Fourth            3.00 to 1.00
    2008         First             3.00 to 1.00
                 Second            3.00 to 1.00
</TABLE>

                                       83

<PAGE>

<TABLE>
<S>              <C>               <C>
                 Third             3.00 to 1.00
                 Fourth            3.00 to 1.00
2009             First             3.00 to 1.00
                 Second            3.00 to 1.00
</TABLE>

                  9.10 Interest Coverage. At the last day of any fiscal quarter
set forth below, permit the Interest Coverage Ratio to be less than the ratio
set forth below for such fiscal quarter:

<TABLE>
<CAPTION>
FISCAL YEAR   FISCAL QUARTER            RATIO
<S>           <C>                   <C>
   2003           Third             3.00 to 1.00
                  Fourth            3.00 to 1.00
   2004           First             3.25 to 1.00
                  Second            3.25 to 1.00
                  Third             3.25 to 1.00
                  Fourth            3.25 to 1.00
   2005           First             3.50 to 1.00
                  Second            3.50 to 1.00
                  Third             3.50 to 1.00
                  Fourth            3.50 to 1.00
   2006           First             3.50 to 1.00
                  Second            3.50 to 1.00
                  Third             3.50 to 1.00
                  Fourth            3.50 to 1.00
   2007           First             3.50 to 1.00
                  Second            3.50 to 1.00
                  Third             3.50 to 1.00
                  Fourth            3.50 to 1.00
   2008           First             3.50 to 1.00
                  Second            3.50 to 1.00
                  Third             3.50 to 1.00
                  Fourth            3.50 to 1.00
   2009           First             3.50 to 1.00
                  Second            3.50 to 1.00
</TABLE>

                  9.11 [RESERVED]

                  9.12 Limitation on Dividends. Declare any dividends on any
shares of any class of its Capital Stock, or make any payment on account of, or
set apart assets for a sinking or other analogous fund for, the purchase,
redemption, retirement or other acquisition of any shares of any class of
Capital Stock of the Company or any of its Subsidiaries, or any warrants or
options to purchase such Capital Stock, whether now or hereafter outstanding, or
make any other distribution in respect thereof, either directly or indirectly,
whether in cash or property or in obligations of the Company or any of its
Subsidiaries; except that:

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                  (a) Subsidiaries may pay dividends directly or indirectly to
         the Company or to Domestic Subsidiaries which are directly or
         indirectly wholly-owned by the Company (or, in case of Foreign
         Subsidiaries, to the Company or to Subsidiaries of the Company which
         are directly or indirectly wholly-owned by the Company) and any Foreign
         Subsidiary of the Company organized under the laws of Ireland may pay
         dividends to its employee shareholders as part of such employee
         shareholders' compensation package;

                  (b) the Company may, or may advance or dividend cash to
         Holdings so long as all such amounts are used by Holdings to,
         repurchase Capital Stock of Holdings owned by former, present or future
         employees of Holdings or its Subsidiaries or their assigns, estates and
         heirs, provided that the aggregate amount expended pursuant to this
         clause (b) shall not in the aggregate exceed (i) $3,000,000 in any
         fiscal year or (ii) $10,000,000 during the term of this Agreement, plus
         any amounts contributed to the Company as a result of resales of such
         repurchased shares of Capital Stock;

                  (c) payments may be made to effect the Transactions pursuant
         to, and in accordance with the terms of, the Recapitalization
         Agreement;

                  (d) the Company may pay dividends or distributions to Holdings
         so long as promptly used by Holdings to make payments permitted to be
         made by it pursuant to preceding paragraph (c);

                  (e) the Company may pay cash dividends or distributions to
         Holdings for the purpose of paying, and so long as all proceeds thereof
         are promptly used by Holdings to pay, its operating expenses incurred
         in the ordinary course of business and other corporate overhead costs
         and expenses (including, without limitation, legal and accounting
         expenses and similar expenses), provided that the aggregate amount of
         dividends and distributions paid to Holdings pursuant to this paragraph
         (e) shall not exceed $2,000,000 in any fiscal year of Holdings;

                  (f) the Company may pay cash dividends or distributions to
         Holdings for the purpose of paying, and so long as all proceeds thereof
         are promptly used by Holdings to pay, franchise taxes and federal,
         state and local income taxes and interest and penalties with respect
         thereto, if any, payable by Holdings; provided that any refund shall be
         promptly returned by Holdings to the Company; .

                  (g) the Company and its Subsidiaries may pay or make dividends
         or distributions to any holder of its Capital Stock in the form of
         additional shares of Capital Stock of the same class and type, provided
         that such additional shares shall be pledged to the Administrative
         Agent to the extent required by subsection 8.9; and

                  (h) the Company may pay dividends or distributions to Holdings
         to allow Holdings to make loans permitted under subsection 9.6(f).

                  9.13 Transactions with Affiliates. Enter into any transaction,
including, without limitation, any purchase, sale, lease or exchange of property
or the rendering of any service, with

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any Affiliate except for transactions which are otherwise permitted under this
Agreement and which are in the ordinary course of the Company's or a
Subsidiary's business and which are upon fair and reasonable terms no less
favorable to the Company or such Subsidiary than it would obtain in a
hypothetical comparable arm's length transaction with a Person not an Affiliate,
provided that nothing in this subsection 9.13 shall prohibit the Company or its
Subsidiaries from engaging in the following transactions: (x) the performance of
the Company's or any Subsidiary's obligations under any employment contract,
collective bargaining agreement, employee benefit plan, related trust agreement
or any other similar arrangement heretofore or hereafter entered into in the
ordinary course of business, (y) the payment of compensation to employees,
officers, directors or consultants in the ordinary course of business, or (z)
the maintenance of benefit programs or arrangements for employees, officers or
directors, including, without limitation, vacation plans, health and life
insurance plans, deferred compensation plans, and retirement or savings plans
and similar plans, in each case, in the ordinary course of business.

                  9.14 Prepayments and Amendments of Permanent Subordinated
Debt. (a) Optionally prepay, retire, redeem, purchase, defease or exchange, or
make any mandatory prepayment, retirement, redemption, purchase or defeasance of
any Permanent Subordinated Debt (other than (x) with proceeds of Permanent
Subordinated Debt as permitted by subsection 9.1(d)(ii) or (y) with the proceeds
of the issuance of Capital Stock to the extent permitted by subsection
5.4(c)(i)) or (b) waive, amend, supplement, modify, terminate or release the
provisions of any Permanent Subordinated Debt, to the extent that any such
waiver, amendment, supplement, modification, termination or release would be
materially adverse to the Lenders.

                  9.15 Limitation on Changes in Fiscal Year. Permit the fiscal
year of Holdings and the Company to end on a day other than December 31 in any
calendar year.

                  9.16 Limitation on Business. (a) Permit the Company to enter
into any business, either directly or through any Subsidiary, except for those
businesses in which the Company or any Subsidiary is engaged on the date of this
Agreement (or which are directly related thereto or those related generally to
the building products, ladder, climbing equipment and aluminum extrusion
products industries).

                  (b) [RESERVED]

                  (c) Permit any Receivables SPV to enter into, or engage in,
any business other than obtaining financing pursuant to any Receivables Facility
and, in connection therewith, owning Receivables Facilities Assets and taking
action directly relating thereto.

                  9.17 Designated Senior Indebtedness. Designate, or permit the
designation of, any indebtedness as "Designated Senior Indebtedness" (or provide
a similar designation with respect to any Permanent Subordinated Debt) for
purposes of the Senior Subordinated Notes Indenture or any other Permanent
Subordinated Debt unless the Required Lenders specifically consent thereto in
writing.

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                  SECTION 10. EVENTS OF DEFAULT

                  Upon the occurrence and during the continuance of any of the
following events:

                  (a) The Company shall fail to (i) pay any principal of any
         Loan or Note when due in accordance with the terms hereof or thereof or
         to reimburse the Issuing Lender in accordance with subsection 3.8 or
         (ii) pay any interest on any Loan or Note or any other amount payable
         hereunder within five days after any such interest or other amount
         becomes due in accordance with the terms thereof or hereof; or

                  (b) Any representation or warranty made or deemed made by any
         Credit Party in any Credit Document shall prove to have been incorrect
         in any material respect on or as of the date made or deemed made; or

                  (c) The Company shall default in the observance or performance
         of any agreement contained in subsection 8.7(a) or 8.9 or Section 9 of
         this Agreement or Holdings shall default in the observance or
         performance of any agreement contained in subsection 10(c) of the
         Holdings Guarantee; or

                  (d) Any Credit Party shall default in the observance or
         performance of any other agreement contained in any Credit Document and
         such default shall continue unremedied for a period of 30 days; or

                  (e) The Company or any of its Subsidiaries (other than a
         Receivables SPV) shall (i) default in any payment of principal of or
         interest on or other amounts in respect of any Indebtedness (other than
         the Loans, the L/C Obligations and any inter-company debt) or Interest
         Rate Agreement or in the payment of any Contingent Obligation, beyond
         the period of grace, if any, provided in the instrument or agreement
         under which such Indebtedness, Interest Rate Agreement or Contingent
         Obligation was created; or (ii) default in the observance or
         performance of any other agreement or condition relating to any such
         Indebtedness, Interest Rate Agreement or Contingent Obligation 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 beneficiary or
         beneficiaries of such Contingent Obligation (or a trustee or agent on
         behalf of such holder or holders or beneficiary or beneficiaries) to
         cause, with the giving of notice if required, such Indebtedness to
         become due prior to its stated maturity, any applicable grace period
         having expired, or such Contingent Obligation to become payable, any
         applicable grace period having expired; in each case, provided that the
         aggregate principal amount of all such Indebtedness, Interest Rate
         Agreements and Contingent Obligations under which a default exists or
         which would then become due or payable equals or exceeds $10,000,000;
         or

                  (f) Holdings or any of its Subsidiaries shall commence any
         case, proceeding or other action (A) under any existing or future law
         of any jurisdiction, domestic or foreign, relating to bankruptcy,
         insolvency, reorganization or relief of debtors, seeking to have an

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<PAGE>

         order for relief entered with respect to it, or seeking to adjudicate
         it as bankrupt or insolvent, or seeking reorganization, arrangement,
         adjustment, winding-up, liquidation, dissolution, composition or other
         relief with respect to it or its debts, or (B) seeking appointment of a
         receiver, trustee, custodian or other similar official for it or for
         all or any substantial part of its assets, or the Company or any of its
         Subsidiaries shall make a general assignment for the benefit of its
         creditors; or (ii) there shall be commenced against Holdings or any of
         its Subsidiaries any case, proceeding or other action of a nature
         referred to in clause (i) above which (A) results in the entry of an
         order for relief or any such adjudication or appointment or (B) remains
         undismissed, undischarged or unbonded for a period of 60 days; or (iii)
         there shall be commenced against Holdings or any of its Subsidiaries
         any case, proceeding or other action seeking issuance of a warrant of
         attachment, execution, distraint or similar process against all or any
         substantial part of its assets which results in the entry of an order
         for any such relief which shall not have been vacated, discharged, or
         stayed or bonded pending appeal within 60 days from the entry thereof;
         or (iv) Holdings or any of its Subsidiaries shall take any action in
         furtherance of, or indicating its consent to, approval of, or
         acquiescence in, any of the acts set forth in clause (i), (ii), or
         (iii) above; or (v) Holdings or any of its Subsidiaries shall generally
         not, or shall be unable to, or shall admit in writing its inability to,
         pay its debts as they become due; or

                  (g) (i) Any Person shall engage in any "prohibited
         transaction" (as defined in Section 406 of ERISA or Section 4975 of the
         Code) involving any Plan, (ii) any "accumulated funding deficiency" (as
         defined in Section 302 of ERISA), whether or not waived, shall exist
         with respect to any Plan or any Lien in favor of the PBGC or a Plan
         shall arise on the assets of the Company or any Commonly Controlled
         Entity, (iii) a Reportable Event shall occur with respect to, or
         proceedings shall commence to have a trustee appointed, or a trustee
         shall be appointed, to administer or to terminate, any Single Employer
         Plan, which Reportable Event or commencement of proceedings or
         appointment of a trustee is, in the reasonable opinion of the Required
         Lenders, likely to result in the termination of such Plan for purposes
         of Title IV of ERISA, (iv) any Single Employer Plan shall terminate for
         purposes of Title IV of ERISA, (v) the Company or any Commonly
         Controlled Entity shall, or in the reasonable opinion of the Required
         Lenders is likely to, incur any liability in connection with a
         withdrawal from, or the Insolvency or Reorganization of, a
         Multiemployer Plan or (vi) any other event or condition shall occur or
         exist with respect to a Plan, and such event or condition, together
         with all other such events or conditions, relating to a Plan, if any,
         would be reasonably likely to subject Holdings or any of its
         Subsidiaries to any tax, penalty or other liabilities in the aggregate
         resulting in a material adverse effect to Holdings and its Subsidiaries
         taken as a whole; or

                  (h) One or more judgments or decrees shall be entered against
         Holdings or any of its Subsidiaries involving in the aggregate a
         liability (not paid or reserved for or covered by insurance or
         indemnities to the extent the Company, in its reasonable good faith
         judgment, believes that such judgment or decree will be paid when due
         by the parties providing such indemnities) of $10,000,000 or more and
         all such judgments or decrees shall not have been vacated, discharged,
         stayed or bonded pending appeal within the time required by the terms
         of such judgment; or

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<PAGE>

                  (i) Any Credit Document shall cease, for any reason, to be in
         full force and effect (except as otherwise permitted under such Credit
         Document) or any Credit Party or any of its Subsidiaries shall so
         assert in writing, or any Security Document shall cease to be effective
         to grant a perfected Lien on the collateral described therein with the
         priority purported to be created thereby (other than as a result of any
         action or inaction (other than to the extent caused by any failure of
         the Company to provide information as and when required under any
         Credit Document) on the part of the Administrative Agent or the
         Lenders), subject to such exceptions as may be permitted therein or
         herein, and in the case of any Security Agreement, such condition shall
         continue unremedied for 30 days after notice thereof to the Company by
         the Administrative Agent or any Lender; or

                  (j) There shall have occurred a Change of Control; or

                  (k) The subordination provisions of any document governing any
         Permanent Subordinated Debt shall cease, for any reason, to be valid or
         any Credit Party or any of its Subsidiaries shall so assert in writing;

then, and in any such event, (a) if such event is an Event of Default specified
in clause (i) or (ii) of paragraph (f) above with respect to the Company,
automatically (i) the Commitments shall immediately terminate and the Loans
hereunder (with accrued interest thereon) and all other amounts owing under this
Agreement and the Notes shall immediately become due and payable, and (ii) all
obligations of the Company in respect of the Letters of Credit, although
contingent and unmatured, shall become immediately due and payable and the
Issuing Lender's obligations to issue the Letters of Credit shall immediately
terminate and (b) if such event is any other Event of Default, so long as any
such Event of Default shall be continuing, either or both of the following
actions may be taken: (i) with the consent of the Required Lenders, the
Administrative Agent may, or upon the request of the Required Lenders, the
Administrative Agent shall, by notice to the Company, declare the Commitments
and the Issuing Lender's obligations to issue the Letters of Credit to be
terminated forthwith, whereupon the Commitments and such obligations shall
immediately terminate; and (ii) with the consent of the Required Lenders, the
Administrative Agent may, or upon the request of the Required Lenders, the
Administrative Agent shall, by notice of default to the Company, (A) declare all
or a portion of the Loans hereunder (with accrued interest thereon) and all
other amounts owing under this Agreement and the Notes to be due and payable
forthwith, whereupon the same shall immediately become due and payable, and (B)
declare all or a portion of the obligations of the Company in respect of the
Letters of Credit, although contingent and unmatured, to be due and payable
forthwith, whereupon the same shall immediately become due and payable and/or
demand that the Company discharge any or all of the obligations supported by the
Letters of Credit by paying or prepaying any amount due or to become due in
respect of such obligations. All payments under this Section 10 on account of
undrawn Letters of Credit shall be made by the Company directly to a cash
collateral account established by the Administrative Agent for such purpose for
application to the Company's reimbursement obligations under subsection 3.8 as
drafts are presented under the Letters of Credit, with the balance, if any, to
be applied to the Company's obligations under this Agreement and the Notes as
the Administrative Agent shall determine with the approval of the Required
Lenders. Except as expressly provided above in this Section 10, presentment,
demand, protest and all other notices of any kind are hereby expressly waived.

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                  SECTION 11. THE AGENTS: THE ISSUING LENDER

                  11.1 Appointment. Each Lender hereby irrevocably designates
and appoints JPMorgan Chase Bank as the Administrative Agent and Citigroup
Global Markets Inc. as the Syndication Agent, and irrevocably authorizes
JPMorgan Chase Bank, as Administrative Agent, and Citigroup Global Markets Inc.,
as Syndication Agent, as agents for such Lender to take such action on its
behalf under the provisions of the Credit Documents and to exercise such powers
and perform such duties as are expressly delegated to the Administrative Agent
and the Syndication Agent (including as Arranger) by the terms of the Credit
Documents, together with such other powers as are reasonably incidental thereto.
Notwithstanding any provision to the contrary elsewhere in this Agreement, the
Administrative Agent shall not have any duties or responsibilities, except those
expressly set forth herein, or any fiduciary relationship with any Lender, and
no implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into the Credit Documents or otherwise exist against
the Administrative Agent. Each Lender recognizes and agrees that the Syndication
Agent shall have no duties or responsibilities under this Agreement or any other
Credit Document, or any fiduciary relationship with any Lender, and shall have
no functions, responsibilities, duties, obligations or liabilities for acting as
Syndication Agent hereunder.

                  11.2 Delegation of Duties. The Administrative Agent may
execute any of its duties under this Agreement and each of the other Credit
Documents by or through agents or attorneys-in-fact and shall be entitled to
advice of counsel concerning all matters pertaining to such duties. The
Administrative Agent shall not be responsible for the negligence or misconduct
of any agents or attorneys-in-fact selected by it with reasonable care, except
as otherwise provided in subsection 11.3.

                  11.3 Exculpatory Provisions. Neither the Administrative Agent
nor any of its respective officers, directors, employees, agents,
attorneys-in-fact or Affiliates shall be (i) liable for any action lawfully
taken or omitted to be taken by it or such Person under or in connection with
the Credit Documents (except for its or such Person's own gross negligence or
willful misconduct), or (ii) responsible in any manner to any of the Lenders for
any recitals, statements, representations or warranties made by any Credit Party
or any officer thereof contained in the Credit Documents or in any certificate,
report, statement or other document referred to or provided for in, or received
by the Administrative Agent under or in connection with, the Credit Documents or
for the value, validity, effectiveness, genuineness, enforceability or
sufficiency of the Credit Documents or for any failure of any Credit Party to
perform its obligations thereunder. The Administrative Agent shall not be under
any obligation to any Lender to ascertain or to inquire as to the observance or
performance of any of the agreements contained in, or conditions of, any Credit
Document, or to inspect the properties, books or records of any Credit Party.

                  11.4 Reliance by the Administrative Agent. The Administrative
Agent shall be entitled to rely, and shall be fully protected in relying, upon
any Note, entries maintained in the Register, writing, resolution, notice,
consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or
teletype message, statement, order or other document or conversation believed by
it to be genuine and correct and to have been signed, sent or made by the proper
Person or Persons and upon advice and statements of legal counsel (including,
without limitation, counsel

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<PAGE>

to the Company), independent accountants and other experts selected by the
Administrative Agent. The Administrative Agent may deem and treat the payee of
any Note as the owner thereof for all purposes unless a written notice of
assignment, negotiation or transfer thereof shall have been filed with the
Administrative Agent. The Administrative Agent shall be fully justified in
failing or refusing to take any action under any Credit Document unless it shall
first receive such advice or concurrence of the Required Lenders (or, where a
higher percentage of the Lenders is expressly required hereunder, such Lenders)
as it deems appropriate or it shall first be indemnified to its satisfaction by
the Lenders against any and all liability and expense which may be incurred by
it by reason of taking or continuing to take any such action. The Administrative
Agent shall in all cases be fully protected in acting, or in refraining from
acting, under any Credit Document in accordance with a request of the Required
Lenders (unless a higher percentage of Lenders is expressly required), and such
request and any action taken or failure to act pursuant thereto shall be binding
upon all the Lenders and all future holders of the Notes.

                  11.5 Notice of Default. The Administrative Agent shall not be
deemed to have knowledge or notice of the occurrence of any Default or Event of
Default hereunder unless it has received written notice from a Lender or the
Company or any other Credit Party referring to this Agreement, describing such
Default or Event of Default and stating that such notice is a "notice of
default". In the event that the Administrative Agent receives such a notice, the
Administrative Agent shall promptly give notice thereof to the Lenders. The
Administrative Agent shall take such action with respect to such Default or
Event of Default as shall be reasonably directed by the Required Lenders;
provided that unless and until the Administrative Agent shall have received such
directions, the Administrative Agent may (but shall not be obligated to) take
such action, or refrain from taking such action, with respect to such Default or
Event of Default as it shall deem advisable in the best interests of the
Lenders.

                  11.6 Non-Reliance on Agents and Other Lenders. Each Lender
expressly acknowledges that no Agent nor any of their respective officers,
directors, employees, agents, attorneys-in-fact or Affiliates has made any
representations or warranties to it and that no act by any Agent hereafter
taken, including any review of the affairs of the Credit Parties, shall be
deemed to constitute any representation or warranty by such Agent to any Lender.
Each Lender represents to each Agent that it has, independently and without
reliance upon such Agent or any other Lender, and based on such documents and
information as it has deemed appropriate, made its own appraisal of and
investigation into the business, operations, property, financial and other
condition and creditworthiness of Holdings and the Company and its Subsidiaries
and made its own decision to make its Loans hereunder and enter into this
Agreement. Each Lender also represents that it will, independently and without
reliance upon any Agent or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking action under
the Credit Documents, and to make such investigation as it deems necessary to
inform itself as to the business, operations, property, financial and other
condition and creditworthiness of Holdings and the Company and its Subsidiaries.
Except for notices, reports and other documents expressly required to be
furnished to the Lenders by the Administrative Agent hereunder, no Agent shall
have any duty or responsibility to provide any Lender with any credit or other
information concerning the business, operations, property, financial condition
or creditworthiness of the

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<PAGE>

Credit Parties which may come into the possession of such Agent or any of its
officers, directors, employees, agents, attorneys-in-fact or Affiliates.

                  11.7 Indemnification. The Lenders agree to indemnify each of
the Administrative Agent, the Syndication Agent and each Arranger in its
capacity as such (to the extent not reimbursed by the Credit Parties and without
limiting the obligation of the Credit Parties to do so), ratably according to
the respective amounts of their respective Commitments (or, to the extent such
Commitments have been terminated, according to the respective outstanding
principal amounts of the Loans and the L/C Obligations and the respective
obligations, whether as Issuing Lender or a Participating Lender, under the
Letter of Credit), from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind whatsoever which may at any time (including, without
limitation, at any time following the payment of the Loans) be imposed on,
incurred by or asserted against the Administrative Agent, the Syndication Agent
or such Arranger, respectively, in any way relating to or arising out of the
Credit Documents or any documents contemplated by or referred to herein or the
transactions contemplated hereby or any action taken or omitted by the
Administrative Agent, the Syndication Agent or such Arranger, respectively,
under or in connection with any of the foregoing; provided that no Lender shall
be liable for the payment of any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements resulting from the respective party's gross negligence or willful
misconduct. The agreements in this subsection 11.7 shall survive the repayment
of the Loans and all other amounts payable hereunder.

                  11.8 Each Agent in its Individual Capacity. Each Agent and its
respective Affiliates may make loans to, accept deposits from and generally
engage in any kind of business with Holdings, the Company and its Subsidiaries
as though such Agent were not an Agent hereunder. With respect to its Loans made
or renewed by it and any Note issued to it, each Agent shall have the same
rights and powers, duties and liabilities under the Credit Documents as any
Lender and may exercise the same as though it were not Agent and the terms
"Lender" and "Lenders" shall include each Agent in its individual capacity.

                  11.9 Successor Administrative Agent. The Administrative Agent
may resign as Administrative Agent upon 30 days' notice to the Lenders. If the
Administrative Agent shall resign as Administrative Agent under the Credit
Documents, then the Required Lenders shall appoint from among the Lenders a
successor agent for the Lenders which successor agent shall, so long as no Event
of Default has occurred and is continuing, be approved by the Company, which
shall not unreasonably withhold its approval, whereupon such successor agent
shall succeed to the rights, powers and duties of the Administrative Agent, and
the term "Administrative Agent" shall mean such successor agent effective upon
such appointment and approval, and the former Administrative Agent's rights,
powers and duties as Administrative Agent shall be terminated, without any other
or further act or deed on the part of such former Administrative Agent or any of
the parties to this Agreement or any holders of the Notes. After any retiring
Administrative Agent's resignation hereunder as Administrative Agent, the
provisions of this Section 11 shall inure to its benefit as to any actions taken
or omitted to be taken by it while it was the Administrative Agent under the
Credit Documents.

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                  11.10 Issuing Lender as Issuer of Letters of Credit. Each
Lender which is a holder of a Revolving Credit Commitment (collectively
"Revolving Credit Lenders") hereby acknowledges that the provisions of this
Section 11 shall apply to the Issuing Lender, in its capacity as issuer of the
Letters of Credit, in the same manner as such provisions are expressly stated to
apply to the Administrative Agent, except that obligations to indemnify the
Issuing Lender shall be ratable among the Revolving Credit Lenders in accordance
with their respective Revolving Credit Commitments (or, if the Revolving Credit
Commitments have been terminated, the outstanding principal amount of their
respective Revolving Credit Loans and L/C Obligations and their respective
participating interests in the outstanding Letters of Credit).

                  SECTION 12. MISCELLANEOUS

                  12.1 Amendments and Waivers. Except as otherwise expressly set
forth in this Agreement, no Credit Document nor any terms thereof may be
amended, supplemented, waived or modified except in accordance with the
provisions of this subsection 12.1. With the written consent of the Required
Lenders, the Administrative Agent and the respective Credit Parties or their
Subsidiaries may, from time to time, enter into written amendments, supplements
or modifications hereto for the purpose of adding any provisions to any Credit
Document to which they are parties or changing in any manner the rights of the
Lenders or of any such Credit Party or its Subsidiaries thereunder or waiving,
on such terms and conditions as the Administrative Agent may specify in such
instrument, any of the requirements of any such Credit Document or any Default
or Event of Default and its consequences; provided that:

                  (a) (i) no such waiver and no such amendment, supplement or
         modification shall (x) release all or substantially all of the
         Collateral without the written consent of all Lenders or (y) release
         all or substantially all of the Guarantors without the written consent
         of all Lenders and (ii) notwithstanding any of the foregoing, neither
         the preceding clause (i) nor the immediately preceding paragraph of
         this subsection 12.1 shall be applicable to and no consent shall be
         required for (i) releases of collateral in connection with any Asset
         Sales permitted by subsection 9.5, (ii) releases of collateral in
         accordance with subsection 12.12 or (iii) upon the reincorporation of
         the Company or any Subsidiary in a new jurisdiction or the creation of
         a new Subsidiary of the Company, any release of collateral in
         connection with the transfer of such released collateral to such
         reincorporated entity or new Subsidiary in compliance with subsection
         9.4, provided that the Administrative Agent, in its sole discretion,
         determines that such release and transfer, together with any grant and
         perfection of a new Lien therein in favor of the Administrative Agent,
         will cause no material impairment of the value of the collateral taken
         as a whole, after giving effect to such release and transfer;

                  (b) no such waiver and no such amendment, supplement or
         modification shall (x) without the prior written consent of each Lender
         whose obligations hereunder are being directly modified, waive or
         extend the final maturity date of any Note or the scheduled payment
         date of any installment of any Loan, or reduce the rate or extend the
         time of payment of interest thereon, or change the method of
         calculating interest thereon, or reduce or extend the time of payment
         of any fee payable to such Lender hereunder, or reduce the principal
         amount thereof, or extend the expiry of any Lender's Commitment or

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<PAGE>

         change the amount of any Lender's Commitment or Commitment Percentage,
         or (y) without the prior written consent of each Lender, amend, modify
         or waive any provision of subsection 5.9(b) or this subsection 12.1 or
         reduce the percentage specified in the definition of Required Lenders
         or consent to the assignment or transfer by the Company of any of its
         rights and obligations under any Credit Document;

                  (c) no such waiver and no such amendment, supplement or
         modification affecting any Agent or Issuing Lender shall amend, modify
         or waive any provision of Section 11 without the written consent of
         such Agent or Issuing Lender, as the case may be; and

                  (d) no such waiver, and no such amendment, supplement or
         modification shall amend, modify or waive the prepayment or order of
         application requirements specified in subsection 5.4(c)(i), (ii), (iii)
         and (v) or subsection 5.4(a) without the written consent of the holders
         of more than 50% of each of (i) the aggregate unpaid principal amount
         of the Term Loans adversely affected thereby, if any, and (ii) the
         Revolving Credit Commitments adversely affected thereby, if any, or, if
         the Revolving Credit Commitments are terminated, the aggregate unpaid
         principal amount of the Revolving Credit Loans (the Term Loans and the
         Revolving Credit Commitments of any Non-Funding Lender to be
         disregarded in determining such percentage at any time) adversely
         affected thereby, if any; provided that the foregoing provisions of
         this paragraph (d) shall not be applicable to any modifications to
         subsection 5.4(a) or 5.4(c)(vi) in order to provide for pro rata
         payments to any additional Tranche of Term Loans on substantially the
         same basis as payments to the Term Loans existing on the Closing Date
         are made;

any such waiver and any such amendment, supplement or modification described in
this subsection 12.1 shall apply equally to each of the Lenders and shall be
binding upon each Credit Party and its Subsidiaries, the Lenders, the
Administrative Agent and the Issuing Lender and all future holders of the Notes
and the Loans. Any extension of a Letter of Credit by the Issuing Lender shall
be treated hereunder as a new Letter of Credit. In the case of any waiver, the
Credit Parties, the Lenders, the Administrative Agent and Issuing Lender shall
be restored to their former position and rights hereunder and under the
outstanding Notes, and any Default or Event of Default waived shall be deemed to
be cured and not continuing; but no such waiver shall extend to any subsequent
or other Default or Event of Default, or impair any right consequent thereon.

                  12.2 Notices. All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing (including by
telecopy or telex, if one is listed) and, unless otherwise expressly provided
herein, shall be deemed to have been duly given or made when delivered by hand,
or three Business Days after being deposited in the mail, postage prepaid, or,
in the case of telecopy notice, when sent, confirmation of receipt received, or,
in the case of telex notice, when sent, answerback received, addressed as
follows in the case of the Company and the Administrative Agent, and as set
forth in Schedule I in the case of any Lender, or to such other address as may
be hereafter notified by the respective parties hereto and any future holders of
the Notes:

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                  The Company:
                  Werner Holding Co. (DE), Inc.
                  c/o Werner Holding Co. (PA), Inc.
                  93 Werner Road
                  Greenville, Pennsylvania 16125
                  Attention: Eric J. Werner, Esq.
                  Telecopy: (742) 588-0718

                  With a copy to:

                  Gibson, Dunn & Crutcher LLP
                  200 Park Avenue
                  New York, New York 10166
                  Attention: Janet Vance, Esq.
                  Telecopy: (212)351-5288

                  The Administrative Agent, the Issuing Lender
                  and the Swing Line Lender:
                  JPMorgan Chase Bank
                  lll Fannin, 10th Floor/MC46
                  Houston, TX 77002
                  Attention: Tokunboh Taiwo
                  Telecopy: (713)750-2452
                  Telephone: (713) 750-2536

                  With a coy to:

                  JPMorgan Chase Bank
                  270 Park Avenue, 4th Floor
                  New York, New York 10017
                  Attention: Neil Boylan
                  Telecopy: (212) 270-6637

provided that any notice, request or demand to or upon the Administrative Agent
or the Issuing Lender pursuant to subsections 3.4, 3.5, 5.1, 5.2, 5.3 and 5.4
shall not be effective until received and, provided further, that the failure to
provide the copies of notices to the Company provided for in this subsection
12.2 shall not result in any liability to the Administrative Agent.

                  12.3 No Waiver: Cumulative Remedies. No failure to exercise
and no delay in exercising, on the part of any Agent or any Lender, any right,
remedy, power or privilege hereunder, shall operate as a waiver thereof; nor
shall any single or partial exercise of any right, remedy, power or privilege
hereunder preclude any other or further exercise thereof or the exercise of any
other right, remedy, power or privilege. The rights, remedies, powers and
privileges herein provided are cumulative and not exclusive of any rights,
remedies, powers and privileges provided by law.

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                  12.4 Survival of Representations and Warranties. All
representations and warranties made hereunder and in any document, certificate
or statement delivered pursuant hereto or in connection herewith shall survive
the execution and delivery of this Agreement, the Letters of Credit and the
Notes.

                  12.5 Payment of Expenses and Taxes. The Company agrees (a) to
pay or reimburse the Administrative Agent, the Arrangers and the Syndication
Agent for all their reasonable out-of-pocket costs and expenses incurred in
connection with the development, negotiation, preparation and execution of the
Credit Documents and any other documents prepared in connection herewith, and
the consummation of the transactions contemplated hereby and thereby, including,
without limitation, the reasonable fees and disbursements of one counsel (in
addition to any local or special counsel reasonably requested) to the
Administrative Agent, the Arrangers and the Syndication Agent, (b) to pay or
reimburse all of the reasonable expenses, including, without limitation,
reasonable fees and expenses of counsel, incurred by the Administrative Agent in
connection with the administration of the facilities provided for herein or in
connection with any amendments, waivers, work-outs or restructurings in respect
thereof, (c) to pay or reimburse the Administrative Agent, the Arrangers, the
Syndication Agent, the Issuing Lender and each Lender for all their costs and
expenses incurred in connection with, and to pay, indemnify, and hold the
Administrative Agent, the Syndication Agent, the Issuing Lender and each Lender
harmless from and against any and all other liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever arising out of or in connection with, the
enforcement or preservation of any rights under any Credit Document and any such
other documents or any foreclosure, collection or bankruptcy proceedings in
respect thereof, including, without limitation, reasonable fees and
disbursements of counsel to the Administrative Agent, the Arrangers, the
Syndication Agent, and each Lender incurred in connection with the foregoing and
in connection with advising the Administrative Agent with respect to its rights
and responsibilities under this Agreement and the documentation relating
thereto, (d) to pay, indemnify, and to hold the Administrative Agent, the
Syndication Agent, the Arrangers and each Lender harmless from any and all
recording and filing fees and any and all liabilities with respect to, or
resulting from any delay in paying, stamp, excise and other similar taxes (other
than withholding taxes), if any, which may be payable or determined to be
payable in connection with the execution and delivery of, or consummation of any
of the transactions contemplated by, or any amendment, supplement or
modification of, or any waiver or consent under or in respect of, any Credit
Document and any such other documents, and (e) to pay, indemnify, and hold the
Administrative Agent, the Syndication Agent, the Arrangers, the Issuing Lender
and each Lender and their respective Affiliates, officers, employees, directors
and trustees harmless from and against any and all other liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever (including, without
limitation, reasonable fees and disbursements of counsel) which may be incurred
by or asserted against the Administrative Agent, the Syndication Agent, the
Arrangers, the Issuing Lender or the Lenders or such Affiliates, officers,
directors or trustees (x) arising out of or in connection with any
investigation, litigation or proceeding related to this Agreement, the other
Credit Documents, the proceeds of the Loans and the transactions contemplated by
or in respect of such use of proceeds, or any of the other transactions
contemplated hereby, whether or not the Administrative Agent, the

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Syndication Agent, the Arrangers, the Issuing Lender or any of the Lenders or
such Affiliates, officers, directors or trustees is a party thereto, including,
without limitation, any of the foregoing relating to the violation of,
noncompliance with or liability under, any Environmental Law applicable to the
Company, any of its Subsidiaries or any of the facilities and properties owned,
leased or operated by the Company or any of its Subsidiaries, or (y) without
limiting the generality of the foregoing, by reason of or in connection with the
execution and delivery or transfer of, or payment or failure to make payments
under, Letters of Credit (it being agreed that nothing in this subsection
12.5(d)(y) is intended to limit the Company's obligations pursuant to subsection
3.8) (all the foregoing, collectively, the "indemnified liabilities"), provided
that the Company shall have no obligation hereunder with respect to indemnified
liabilities of the Administrative Agent, the Syndication Agent, the Arrangers,
the Issuing Lender or any Lender or any of their respective Affiliates,
officers, directors and trustees arising from (i) the gross negligence or
willful misconduct of the person seeking indemnification or (ii) legal
proceedings commenced against the Administrative Agent, the Syndication Agent,
the Arrangers, the Issuing Lender or any Lender by any security holder or
creditor thereof arising out of and based upon rights afforded any such security
holder or creditor solely in its capacity as such or (iii) legal proceedings
commenced against the Administrative Agent, the Syndication Agent, the Arrangers
or any Lender by any Transferee (as defined in subsection 12.6(f)) thereof.
Without limiting the foregoing, and to the extent permitted by applicable law,
the Company agrees not to assert, and hereby waives (and shall cause the
Subsidiaries not to assert and to waive) all rights for contribution or any
other rights of recovery with respect to all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever, under or related to Environmental Laws, that
any of them might have by statute or otherwise against the Administrative Agent,
the Syndication Agent, the Arrangers, the Issuing Lender or any Lender. The
agreements in this subsection 12.5 shall survive repayment of the Loans and all
other amounts payable hereunder.

                  12.6 Successors and Assigns; Participations and Assignments.
(a) This Agreement shall be binding upon and inure to the benefit of the
Company, the Lenders, the Administrative Agent, the Syndication Agent, the
Documentation Agent, the Co-Agent, all future holders of the Notes and the
Loans, and their respective successors and assigns, except that the Company may
not assign or transfer any of its rights or obligations under this Agreement
without the prior written consent of each Lender.

                  (b) (i) Any Lender may, without the consent of the Company,
the Administrative Agent, the Issuing Lender or the Swingline Lender, sell
participations to one or more banks or other entities (a "Participant") in all
or a portion of such Lender's rights and obligations under this Agreement
(including all or a portion of its Commitments and the Loans owing to it);
provided that (A) such Lender's obligations under this Agreement shall remain
unchanged, (B) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations and (C) the Company, the
Administrative Agent, the Issuing Lender and the other Lenders shall continue to
deal solely and directly with such Lender in connection with such Lender's
rights and obligations under this Agreement and the other Credit Documents. Any
agreement or instrument pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of any provision
of this Agreement; provided that such agreement or

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instrument may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, modification or waiver described in
subsection 12.1(b) (other than with respect to assignments or transfers by the
Company of any of its rights and obligations under any Credit Document) that
affects such Participant. Subject to paragraph (b)(ii) of this subsection 10.6,
the Company agrees that, subject to 12.6(b)(ii), each Participant shall be
entitled to the benefits of Sections 3.10, 5.11 and 5.12 to the same extent as
if it were a Lender and had acquired its interest by assignment pursuant to
paragraph (c) of this subsection. To the extent permitted by law, and subject to
12.6(b)(ii), each Participant also shall be entitled to the benefits of Section
12.7 as though it were a Lender, provided such Participant agrees to be subject
to Section 12.8(b) as though it were a Lender. Participations may be non-pro
rata.

                  (ii) A Participant shall not be entitled to receive any
         greater payment under subsection 3.10, 5.11, 12.7 or 5.12 than the
         applicable Lender would have been entitled to receive with respect to
         the participation sold to such Participant.

                  (c) (i) Subject to the conditions set forth in paragraph
(c)(ii) below and compliance with paragraph (g) of this Section 12.6, any Lender
may assign to one or more banks, mutual funds or financial institutions or
entities (each, an "Assignee") all or a portion of its rights and obligations
under this Agreement (including all or a portion of its Commitment and the Loans
at the time owing to it) with the prior written consent (such consent not to be
unreasonably withheld) of:

                  (A)  the Company, provided that no consent of the Company
                       shall be required for an assignment to a Lender, an
                       Affiliate of a Lender, an Approved Fund or, if an Event
                       of Default under clause (a) or (f) of Section 10 has
                       occurred and is continuing, any other Assignee; and

                  (B)  the Administrative Agent, provided that no consent of the
                       Administrative Agent shall be required for an assignment
                       of (x) any Revolving Credit Commitment to an assignee
                       that is a Lender with a Revolving Credit Commitment
                       immediately prior to giving effect to such assignment or
                       (y) all or any portion of a Term Loan to a Lender, an
                       Affiliate of a Lender or an Approved Fund.

                  (ii) assignments shall be subject to the following additional
         conditions:

                  (A)  except in the case of an assignment to a Lender or an
                       Affiliate of a Lender or an assignment of the entire
                       remaining amount of the assigning Lender's Commitment or
                       Loans, the amount of the Commitment or Loans of the
                       assigning Lender subject to each such assignment
                       (determined as of the date the Assignment and Acceptance
                       with respect to such assignment is delivered to the
                       Administrative Agent) shall not be less than $5,000,000
                       or, in the case of a Term Loan, $1,000,000, unless each
                       of the Company and the Administrative Agent otherwise
                       consent, provided that no such consent of the Company
                       shall be required if an Event of Default under clause (a)
                       or (f) of Section 10 has occurred and is continuing;

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                  (B)  each partial assignment shall be made as an assignment of
                       a proportionate part of all the assigning Lender's rights
                       and obligations under this Agreement, provided that this
                       clause shall not be construed to prohibit the assignment
                       of a proportionate part of all the assigning Lender's
                       rights and obligations in respect of one Type of
                       Commitments or Loans; and

                  (C)  the parties to each assignment shall execute and deliver
                       to the Administrative Agent an Assignment and Acceptance,
                       together with a processing and recordation fee of $3,500,
                       payable by the assigning or assignee Lender as they shall
                       mutually agree; and

                  (D)  the assignee, if it shall not be a Lender, shall deliver
                       to the Administrative Agent an Administrative
                       Questionnaire.

                  For the purposes of this Section 12.6(c), the term "Approved
                  Fund" has the following meaning: "Approved Fund" means any
                  Person (other than a natural person) that is engaged in
                  making, purchasing, holding or investing in bank loans and
                  similar extensions of credit in the ordinary course of its
                  business and that is administered or managed by (a) a Lender,
                  (b) an Affiliate of a Lender or (c) an entity or an Affiliate
                  of an entity that administers or manages a Lender.

         (iii)    Subject to acceptance and recording thereof pursuant to
                  paragraph (d) below, from and after the effective date
                  specified in each Assignment and Acceptance the assignee
                  thereunder shall be a party hereto and, to the extent of the
                  interest assigned by such Assignment and Acceptance, have the
                  rights and obligations of a Lender under this Agreement, and
                  the assigning Lender thereunder shall, to the extent of the
                  interest assigned by such Assignment and Acceptance, be
                  released from its obligations under this Agreement (and, in
                  the case of an Assignment and Acceptance covering all of the
                  assigning Lender's rights and obligations under this
                  Agreement, such Lender shall cease to be a party hereto but
                  shall continue to be entitled to the benefits of Sections
                  5.11, 5.12 and 12.5). Any assignment or transfer by a Lender
                  of rights or obligations under this Agreement that does not
                  comply with this Section 12.6 shall be treated for purposes of
                  this Agreement as a sale by such Lender of a participation in
                  such rights and obligations in accordance with paragraph (b)
                  of this Section.

                  (d) The Administrative Agent, acting for this purpose as an
agent of the Company, shall maintain at one of its offices a copy of each
Assignment and Acceptance delivered to it and a register for the recordation of
the names and addresses of the Lenders, and the Commitment of, and principal
amount of the Loans and L/C Obligations owing to, each Lender pursuant to the
terms hereof from time to time (the "Register"). The entries in the Register
shall be conclusive, in the absence of manifest error, and the Company, the
Administrative Agent, the Issuing Lender and the Lenders may treat each Person
whose name is recorded in the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of this Agreement, notwithstanding notice to the
contrary. The Register shall be available for

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inspection by the Company, the Issuing Lender and any Lender, at any reasonable
time and from time to time upon reasonable prior notice.

                  (e) Upon its receipt of a duly completed Assignment and
Acceptance executed by an assigning Lender and an Assignee, the information
referred to in clause (D) above (unless the assignee shall already be a Lender
hereunder), the processing and recordation fee referred to in paragraph (c) of
this Section and any written consent to such assignment required by paragraph
(c) of this Section, the Administrative Agent shall accept such Assignment and
Acceptance and record the information contained therein in the Register. No
assignment shall be effective for purposes of this Agreement unless it has been
recorded in the Register as provided in this paragraph. On or prior to the
effective date of such acceptance, the Company at its own expense, shall execute
and deliver to the Administrative Agent (in exchange for any or all of the Term
Loan Notes or Revolving Credit Notes of the assigning Lender, if any) new Term
Loan Notes or Revolving Credit Notes, as the case may be, to the order of such
Assignee (if requested) in an amount equal to the Term Loans or Revolving Credit
Commitment, as the case may be, assumed by it pursuant to such Assignment and
Acceptance and, if the assigning Lender has retained a Commitment or any Term
Loans hereunder, new Term Loan Notes or Revolving Credit Notes, as the case may
be, to the order of the assigning Lender in an amount equal to the Commitment or
such Term Loans, as the case may be, retained by it hereunder (if requested).
Such new Notes shall be dated the Closing Date and shall otherwise be in the
form of the Notes replaced thereby.

                  (f) (i) The Administrative Agent, the Syndication Agent, the
Arrangers and the Lenders agree that they will use reasonable efforts to protect
the confidentiality of any confidential information concerning the Company and
its Subsidiaries and Affiliates. Notwithstanding the foregoing, the Company
authorizes each Lender to disclose to any Participant or Assignee (each, a
"Transferee") and any prospective Transferee or to any Person who evaluates,
approves, structures or administers the Loans on behalf of a Lender and who is
subject to this confidentiality provision any and all information in such
Lender's possession concerning Holdings, the Company and its Subsidiaries which
has been delivered to such Lender by or on behalf of the Company pursuant to
this Agreement or which has been delivered to such Lender by or on behalf of the
Company in connection with such Lender's credit evaluation of Holdings, the
Company and its Subsidiaries prior to becoming a party to this Agreement;
provided that each Lender shall cause its respective prospective Transferees and
any Person who evaluates, approves, structures or administers the Loans on such
Lender's behalf to agree to protect the confidentiality of any confidential
information concerning Holdings, the Company and its Subsidiaries and
Affiliates.

                  (ii) Notwithstanding anything herein to the contrary, any
party hereto (and each employee, representative or other agent of such party)
may disclose to any and all persons, without limitation of any kind, the tax
treatment and tax structure of the transactions contemplated by this Agreement
and all materials of any kind (including opinions or other tax analyses) that
are provided to it relating to such tax treatment or tax structure; provided,
however, that this clause shall not permit any party hereto (or any employee,
representative or other agent thereof) to disclose (i) any information, the
disclosure of which would otherwise be prohibited by this Agreement, that is not
relevant to an understanding of the tax treatment or tax structure of the
transactions contemplated by this Agreement (including the identity of any party
hereto (or its

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employees, representatives or other agents) or any information that could lead
another to determine such identity) or (ii) any other information to the extent
that such disclosure could result in a violation of any federal or state
securities law.

                  (g) If, pursuant to this subsection 12.6, any interest in this
Agreement or any Note is transferred to any Transferee which is organized under
the laws of any jurisdiction other than the United States or any State thereof,
the transferor Lender shall cause such Transferee, concurrently with the
effectiveness of such transfer to comply with subsection 5.11(d).

                  (h) For avoidance of doubt, the parties to this Agreement
acknowledge that the provisions of this subsection concerning assignments of
Loans and Notes relate only to absolute assignments and that such provisions do
not prohibit assignments creating security interests, including, without
limitation, (x) any pledge or assignment by a Lender of any Loan or Note to any
Federal Reserve Bank in accordance with applicable law and (y) in the case of a
Lender that is a fund, with the consent of the Administrative Agent, any pledge
or assignment by such Lender of all or any portion of its Loans and Notes to its
trustee in support of its obligations to its trustee; provided that no such
pledge or assignment of a security interest shall release a Lender from any of
its obligations hereunder or substitute any such pledge or assignee for such
Lender as a party hereto.

                  12.7 Set-off. In addition to any rights and remedies of the
Lenders provided by law, each Lender shall have the right, without prior notice
to the Company, any such notice being expressly waived by the Company to the
extent permitted by applicable law, upon the occurrence and during the
continuation of any Event of Default or upon the filing of a petition under any
of the provisions of the federal bankruptcy code or amendments thereto, by or
against; the making of an assignment for the benefit of creditors by; the
application for the appointment, or the appointment, of any receiver of, or of
any substantial portion of the property of; the issuance of any execution
against any substantial portion of the property of; the issuance of a subpoena
or order, in supplementary proceedings, against or with respect to any
substantial portion of the property of; or the issuance of a warrant of
attachment against any substantial portion of the property of; the Company to
set off and apply against any indebtedness, whether matured or unmatured, of the
Company to such Lender, any amount owing from such Lender to the Company, at or
at any time after, the happening of any of the above mentioned events, and as
security for such indebtedness, the Company hereby grants to each Lender a
continuing security interest in any and all deposits, accounts or moneys of the
Company, then or thereafter maintained with such Lender, subject in each case to
subsection 12.8 of this Agreement. The aforesaid right of set-off may be
exercised by such Lender against the Company or against any trustee in
bankruptcy, debtor in possession, assignee for the benefit of creditors,
receiver or execution, judgment or attachment creditor of the Company, or
against anyone else claiming through or against the Company or such trustee in
bankruptcy, debtor in possession, assignee for the benefit of creditors,
receiver, or execution, judgment or attachment creditor, notwithstanding the
fact that such right of set-off 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; or issuance of
execution, subpoena, order or warrant. Each Lender agrees promptly to notify the
Company, and the Administrative Agent after any such set-off and application
made by

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such Lender, provided that the failure to give such notice shall not affect the
validity of such set-off and application.

                  12.8 Payments Pro Rata. (a) Except as otherwise provided in
this Agreement, the Administrative Agent agrees that promptly after its receipt
of each payment from or on behalf of the Company in respect of any obligations
hereunder, it shall distribute such payment to the Lenders pro rata based upon
their respective shares, if any, of the obligations with respect to which such
payment was received.

                  (b) Each of the Lenders agrees that, if it should receive any
amount hereunder (whether by voluntary payment, by realization upon security, by
the exercise of the right of setoff or banker's lien, by counterclaim or cross
action, by the enforcement of any right under the Credit Documents, or
otherwise), which is applicable to the payment of the principal of, or interest
on, the Loans, unpaid drawings with respect to Letters of Credit, commitment
fees or Letter of Credit fees, of a sum which with respect to the related sum or
sums received by other Lenders is in a greater proportion than the total of such
obligation then owed and due to such Lender bears to the total of such
obligation then owed and due to all of the Lenders immediately prior to such
receipt, then such Lender receiving such excess payment shall purchase for cash
without recourse or warranty from the other Lenders an interest in the
respective obligations of the respective Credit Party to such Lenders in such
amount as shall result in a proportional participation by all the Lenders in
such amount; provided that if all or any portion of such excess amount is
thereafter recovered from such Lender, such purchase shall be rescinded and the
purchase price restored to the extent of such recovery, but without interest.

                  (c) Notwithstanding anything to the contrary contained herein,
the provisions of the preceding subsections 11.8(a) and (b) shall be subject to
the express provisions of this Agreement which require, or permit, differing
payments to be made to Lenders which are not Non-Funding Lenders as opposed to
Non-Funding Lenders.

                  12.9 Counterparts. This Agreement may be executed by one or
more of the parties to this Agreement on any number of separate counterparts and
all of said counterparts taken together shall be deemed to constitute one and
the same instrument. A set of the copies of this Agreement signed by all the
parties shall be lodged with the Company and the Administrative Agent. This
Agreement shall become effective with respect to the Company, the Administrative
Agent, the Syndication Agent, the Arrangers and the Lenders when the
Administrative Agent shall have received copies of this Agreement executed by
the Company, the Administrative Agent, the Documentation Agent and the Lenders,
or, in the case of any Lender, shall have received telephonic confirmation from
such Lender stating that such Lender has executed counterparts of this Agreement
or the signature pages hereto and sent the same to the Administrative Agent.

                  12.10 Governing Law; No Third Party Rights. This Agreement and
the Notes and the rights and obligations of the parties under this Agreement and
the Notes shall be governed by, and construed and interpreted in accordance
with, the law of the State of New York. This Agreement is solely for the benefit
of the parties hereto and their respective successors and

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assigns, and, except as set forth in subsection 12.6, no other Persons shall
have any right, benefit, priority or interest under, or because of the existence
of, this Agreement.

                  12.11 Submission to Jurisdiction; Waivers. (a) Each party to
this Agreement hereby irrevocably and unconditionally:

                           (i) submits for itself and its property in any legal
                  action or proceeding relating to this Agreement or any of the
                  other Credit Documents, or for recognition and enforcement of
                  any judgment in respect thereof, to the non-exclusive general
                  jurisdiction of the courts of the State of New York, the
                  courts of the United States for the Southern District of New
                  York, and appellate courts from any thereof;

                           (ii) consents that any such action or proceeding may
                  be brought in such courts, and waives any objection that it
                  may now or hereafter have to the venue of any such action or
                  proceeding in any such court or that such action or proceeding
                  was brought in an inconvenient court and agrees not to plead
                  or claim the same;

                           (iii) agrees that service of process in any such
                  action or proceeding may be effected by mailing a copy thereof
                  by registered or certified mail (or any substantially similar
                  form of mail), postage prepaid, to such party at its address
                  set forth in subsection 12.2 or at such other address of which
                  the Administrative Agent shall have been notified pursuant
                  thereto;

                           (iv) agrees that nothing herein shall affect the
                  right to effect service of process in any other manner
                  permitted by law or shall limit the right to sue in any other
                  jurisdiction; and

                           (v) waives, to the maximum extent not prohibited by
                  law, any right it may have to claim or recover in any legal
                  action or proceeding referred to in this Section any special,
                  indirect, exemplary, consequential or punitive damages.

                  (b) Each party hereto unconditionally waives trial by jury in
any legal action or proceeding referred to in paragraph (a) above and any
counterclaim therein.

                  12.12 Releases. The Administrative Agent and Lenders agree to
cooperate with the Company and its Subsidiaries with respect to any sale or
other disposition permitted by subsection 9.5 and promptly take such action and
execute and deliver such instruments and documents necessary to release the
liens and security interests created by the Security Documents relating to any
of the assets or property affected by any such sale permitted by subsection 9.5.
including, without limitation, any Uniform Commercial Code amendment, release or
termination or partial release or termination statements, provided that such
liens and security interests in Receivables Facility Assets shall only be
required to be released to the extent required by the relevant Receivables
Facility.

                  12.13 Interest. Each provision in this Agreement and each
other Credit Document is expressly limited so that in no event whatsoever shall
the amount paid, or otherwise

                                       103

<PAGE>

agreed to be paid, by the Company for the use, forbearance or detention of the
money to be loaned under this Agreement or any other Credit Document or
otherwise (including any sums paid as required by any covenant or obligation
contained herein or in any other Credit Document which is for the use,
forbearance or detention of such money), exceed that amount of money which would
cause the effective rate of interest to exceed the highest lawful rate permitted
by applicable law (the "Highest Lawful Rate"), and all amounts owed under this
Agreement and each other Credit Document shall be held to be subject to
reduction to the effect that such amounts so paid or agreed to be paid which are
for the use, forbearance or detention of money under this Agreement or such
other Credit Document shall in no event exceed that amount of money which would
cause the effective rate of interest to exceed the Highest Lawful Rate.
Notwithstanding any provision in this Agreement or any other Credit Document to
the contrary, if the maturity of the Loans or the obligations in respect of the
other Credit Documents are accelerated for any reason, or in the event of any
prepayment of all or any portion of the Loans or the obligations in respect of
the other Credit Documents by the Company or in any other event, earned interest
on the Loans and such other obligations of the Company may never exceed the
Highest Lawful Rate, and any unearned interest otherwise payable on the Loans or
the obligations in respect of the other Credit Documents that is in excess of
the Highest Lawful Rate shall be cancelled automatically as of the date of such
acceleration or prepayment or other such event and (if theretofore paid) shall,
at the option of the holder of the Loans or such other obligations, be either
refunded to the Company or credited on the principal of the Loans. In
determining whether or not the interest paid or payable, under any specific
contingency, exceeds the Highest Lawful Rate, the Company and the Lenders shall,
to the maximum extent permitted by applicable law, amortize, prorate, allocate
and spread, in equal parts during the period of the actual term of this
Agreement, all interest at any time contracted for, charged, received or
reserved in connection with this Agreement.

                  12.14 Special Indemnification. Notwithstanding any provision
in this Agreement to the contrary, (A) each Lender, or Transferee of any Lender
pursuant to subsection 12.6(g) of this Agreement, shall indemnify the Company
and the Administrative Agent, and hold each of them harmless against any and all
payments, expenses or taxes which the Company or the Administrative Agent may
become subject to or obligated to pay if and to the extent that, (i) on the
Closing Date or the effective date of transfer, as the case may be, such Lender,
or such Transferee of a Lender pursuant to subsection 12.6(g) of this Agreement,
(a) makes the representation and covenants set forth in subsection 5.11(d)(2)
of this Agreement or, in the case of a Transferee, pursuant to subsection
12.6(g)(2) of this Agreement and the Assignment and Acceptance, and (b) is not
in fact also qualified to make the representation and covenants set forth in
subsection 5.11(d)(1) of this Agreement or, in the case of a Transferee,
pursuant to subsection 12.6(g)(2) of this Agreement and the Assignment and
Acceptance, and (ii) as a result of any Change in Law or compliance by such
Lender, or Transferee, with any request or directive (whether or not having the
force of law) from any central bank or other Governmental Authority the Company
or the Administrative Agent is required to make any additional payments on
account of U.S. withholding taxes and amounts related thereto with respect to
any payments under this Agreement, any Note, or a Eurodollar Loan, made prior to
such Change in Law or request or directive, none of which payments would have
been required if such Lender, or Transferee, was qualified on the Closing Date
or the date of the transfer, as the case may be, to

                                       104

<PAGE>

make the representation and covenants set forth in subsection 5.11(d)(1) of
this Agreement or pursuant to subsection 12.6(g)(1) of this Agreement and the
Assignment and Acceptance, as the case may be, and (B) each Lender, or
Transferee, agrees that to the extent any amount payable by such Lender or
Transferee pursuant to this subsection 12.14 remains unpaid on any Interest
Payment Date or the date on which any prepayment is made, the Company shall have
the right to set-off against any payment due to such Lender or Transferee on
such date any amounts owing to the Company pursuant to this subsection 12.14.

                  12.15 Permitted Payments and Transactions. Notwithstanding any
provision to the contrary contained in this Agreement, the Company and its
Subsidiaries shall be permitted to make payments (including fees and expenses)
pursuant to or in respect of, the following agreements, and, in the case of
clauses (a) and (d) below, to engage in the following transactions: (a) (i) the
Financing Advisory Agreement, dated as of October 8, 1997 between Investcorp
International Inc. and the Company, (ii) the Amended and Restated Agreement For
Management Advisory, Strategic Planning and Consulting Services, dated as of
June 11, 2003 among Investcorp International Inc. and the Company; (iii) the
Stand-By Commitment Letter, dated as of November 19, 1997, between Invifin, S.A.
and the Company, (iv) the Recapitalization Agreement and (v) the Management
Services Agreement, dated as of June 11, 2003, between the Company and Leonard
Green Partners, L.P.; (b) agreements with any Person or Persons providing for
the payment of customary fees in connection with serving as a director of the
Company or any Subsidiary of the Company; (c) agreements providing for the
payment of commercially reasonable fees in connection with any permitted
financing, refinancing, sale, transfer, sale and leaseback or other permitted
disposition of any assets of the Company or its Subsidiaries; (d) the borrowing
of any Indebtedness to the extent, and upon the terms and conditions, the same
is expressly permitted under subsection 9.1; and (e) agreements providing for
commercially reasonable fees in connection with any permitted purchase or
acquisition of stock or assets by the Company or any of its Subsidiaries.

                  12.16 [RESERVED]

                  12.17 Certain Provisions Regarding Alabama Mortgaged Property.
Notwithstanding anything to the contrary contained elsewhere in this Agreement
or any of the other Credit Documents, it is hereby acknowledged and agreed that
the Mortgage executed and delivered on the Closing Date with respect to the
Mortgaged Property of the Company located in Alabama (the "Alabama Mortgaged
Property") shall secure only the Term Loans and obligations directly relating
thereto. Furthermore, and notwithstanding anything to the contrary contained in
this Agreement or any other Credit Document, if and to the extent that proceeds
received from any exercise of remedies with respect to the Alabama Mortgaged
Property are applied to the repayment of outstanding Term Loans and related
interest or other obligations, then on a prospective basis any distributions to
be made to the Lenders (other than with respect to any Interest Rate Agreements
secured pursuant to the various Security Documents) pursuant to the provisions
of any other Security Document shall be adjusted with the intent that the
Lenders other than the holders of Term Loans receive incremental distributions
at such times, and in such amounts, as the Administrative Agent reasonably
determines shall cause the Lenders to share equally and ratably in the aggregate
distributions made to the Lenders (other than with respect to any Interest Rate
Agreements secured pursuant to the respective Security Documents) pursuant to
the various Security Documents on the same basis as such distributions would
have been made if all of the Security Documents (including the Mortgage with
respect to the Alabama Mortgage Property) had at all times equally and ratably
secured all obligations hereunder.

                                       105

<PAGE>

                                                               SIGNATURE PAGE TO
                                                               CREDIT AGREEMENT

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

                                  WERNER HOLDING CO. (DE), INC.

                                  By: /s/ Larry V. Friend
                                     -----------------------------
                                  Title:

                                  JPMORGAN CHASE BANK, as
                                  Administrative Agent,
                                  Issuing Lender and a Lender

                                  By:_____________________________
                                  Title:

                                  J.P. MORGAN SECURITIES, INC., as Joint
                                    Lead Arranger and as Joint Bookrunner

                                  CITIGROUP GLOBAL MARKETS INC., as
                                    Syndication Agent, Joint Lead Arranger,
                                    and as Joint Bookrunner

                                  By:_____________________________
                                  Title:

                                  CITICORP NORTH AMERICA, INC., as
                                   Lender

                                  By:_____________________________
                                  Title:

<PAGE>

                                                               SIGNATURE PAGE TO
                                                               CREDIT AGREEMENT

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

                                  WERNER HOLDING CO. (DE), INC.

                                  By:_____________________________
                                  Title:

                                  JPMORGAN CHASE BANK, as
                                  Administrative Agent,
                                  Issuing Lender and a Lender

                                  By: /s/ Gary L. Spevack
                                     -----------------------------
                                  Title: VICE PRESIDENT

                                  J.P. MORGAN SECURITIES INC., as Joint
                                   Lead Arranger and as Joint Bookrunner

                                  By: /s/ Gary L. Spevack
                                     -----------------------------
                                  Title: VICE PRESIDENT

                                  CITIGROUP GLOBAL MARKETS INC., as
                                   Syndication Agent, Joint Lead Arranger,
                                   and as Joint Bookrunner

                                  By:_____________________________
                                  Title:

                                  CITICORP NORTH AMERICA, INC., as Lender

                                  By:_____________________________
                                  Title:

<PAGE>

                                                               SIGNATURE PAGE TO
                                                               CREDIT AGREEMENT

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

                                  WERNER HOLDING CO. (DE), INC.

                                  By:_____________________________
                                  Title:

                                  JPMORGAN CHASE BANK, as
                                  Administrative Agent,
                                  Issuing Lender and a Lender

                                  By:_____________________________
                                  Title:

                                  J.P. MORGAN SECURITIES, INC., as Joint
                                   Lead Arranger and as Joint Bookrunner

                                  CITIGROUP GLOBAL MARKETS INC., as
                                   Syndication Agent, Joint Lead Arranger,
                                   and as Joint Bookrunner

                                  By: /s/ Julie Persily
                                      ----------------------------
                                  Title: MANAGING DIRECTOR

                                  CITICORP NORTH AMERICA, INC., as
                                   Lender

                                  By: /s/ Julie Persily
                                     ----------------------------------------
                                  Title: Managing Director and Vice President

<PAGE>

                                                           SIGNATURE PAGE TO THE
                                                                CREDIT AGREEMENT

                                    GENERAL ELECTRICAL CAPITAL
                                    CORPORATION

                                    By: /s/ W. Jerome McDermott
                                       -------------------------
                                    Name: W. JEROME McDERMOTT
                                    Title: DULY AUTHORIZED SIGNATORY

<PAGE>

                                                           SIGNATURE PAGE TO THE
                                                                CREDIT AGREEMENT

                                    NATEXIS BANQUE POPULARIES

                                    By: /s/ Frank H. Madden, Jr.
                                        ------------------------
                                    Name:  FRANK H. MADDEN, JR.
                                    Title: VICE PRESIDENT & GROUP MANAGER

                                    /s/ Joseph A. Miller
                                    --------------------
                                    JOSEPH A. MILLER
                                    ASSISTANT VICE PRESIDENT

<PAGE>

ALLIED IRISH BANKS PLC

By: /s/ John Farrace                                    By: /s/ Hilary Patterson
    -----------------------                                 --------------------
Name: JOHN FARRACE                                      Name:  HILARY PATTERSON
Title: Senior Vice President                            Title: Vice President
<PAGE>

                                                           SIGNATURE PAGE TO THE
                                                                CREDIT AGREEMENT

                                                 FIRST SUNAMERICA LIFE INSURANCE
                                                 COMPANY

                                                 By: /s/ W. Jeffrey Baxter
                                                     --------------------------

                                                 Name: W. Jeffrey Baxter
                                                 Title: Vice President

<PAGE>

                                                           SIGNATURE PAGE TO THE
                                                                CREDIT AGREEMENT

                                                 KZH CYPRESSTREE-1 LLC

                                                 By: /s/ Virginia Conway
                                                     --------------------------
                                                 Name: Virginia Conway
                                                 Title: Authorized Agent

<PAGE>

                                                           SIGNATURE PAGE TO THE
                                                                CREDIT AGREEMENT

                                                 KZH ING-2-LLC

                                                 By: /s/ Virginia Conway
                                                     --------------------------
                                                 Name: Virginia Conway
                                                 Title: Authorized Agent

<PAGE>

                                                           SIGNATURE PAGE TO THE
                                                                CREDIT AGREEMENT

                                                 KZH STERLING LLC

                                                 By: /s/ Virginia Conway
                                                     --------------------------
                                                 Name: Virginia Conway
                                                 Title: Authorized Agent

<PAGE>

                                                           SIGNATURE PAGE TO THE
                                                                CREDIT AGREEMENT

                                                 KZH WATERSIDE LLC

                                                 By: /s/ Virginia Conway
                                                     --------------------------
                                                 Name: Virginia Conway
                                                 Title: Authorized Agent

<PAGE>

                                                           SIGNATURE PAGE TO THE
                                                                CREDIT AGREEMENT

                                                 STANWICH LOAN FUNDING LLC

                                                 By: /s/ ANN E. MORRIS
                                                     --------------------------
                                                 Name: ANN E. MORRIS
                                                 Title: ASST VICE PRESIDENT

<PAGE>

                                                           SIGNATURE PAGE TO THE
                                                                CREDIT AGREEMENT

                                         GALAXY CLO 1999-1, LTD.

                                         By: AIG Global Investment Adviser, Inc.
                                         its Collateral Manager

                                         By: /s/ W. Jeffrey Baxter
                                             --------------------------
                                         Name: W. Jeffrey Baxter
                                         Title: Vice President

<PAGE>

                                                           SIGNATURE PAGE TO THE
                                                                CREDIT AGREEMENT

                                                 KZH SOLEIL - 2 LLC

                                                 By: /s/ Virginia Conway
                                                     --------------------------
                                                 Name: Virginia Conway
                                                 Title: Authorised Agent

<PAGE>

                                                           SIGNATURE PAGE TO THE
                                                                CREDIT AGREEMENT

                                                 JUPITER LOAN FUNDING LLC

                                                 By: /s/ ANN E. MORRIS
                                                     --------------------------
                                                 Name: ANN E. MORRIS
                                                 Title: ASST VICE PRESIDENT

<PAGE>

                                                           SIGNATURE PAGE TO THE
                                                                CREDIT AGREEMENT

                                                 WINGED FOOT FUNDING TRUST

                                                 By: /s/ ANN E. MORRIS
                                                     --------------------------
                                                 Name: ANN E. MORRIS
                                                 Title: AUTHORIZED AGENT

<PAGE>

                                                           SIGNATURE PAGE TO THE
                                                                CREDIT AGREEMENT

                                                 KZH RIVERSIDE LLC

                                                 By: /s/ Virginia Conway
                                                     --------------------------
                                                 Name: Virginia Conway
                                                 Title: Authorized Agent

<PAGE>

                                                           SIGNATURE PAGE TO THE
                                                                CREDIT AGREEMENT

                                                 KZH SOLEIL LLC

                                                 By: /s/ Virginia Conway
                                                     --------------------------
                                                 Name: Virginia Conway
                                                 Title: Authorized Agent

<PAGE>

                                                                     Schedule II

                                  PRICING GRID

<TABLE>
<CAPTION>
             LEVERAGE RATIO                         REVOLVING CREDIT LOANS AND SWING LINE LOANS
                                             ----------------------------------------------------------
                                             ALTERNATE BASE RATE LOANS          EURODOLLAR LOANS
-------------------------------------------------------------------------------------------------------
<S>                                          <C>                                <C>
  Greater than or equal to 3.5 to 1.0                  2.00%                         3.00%
-------------------------------------------------------------------------------------------------------
Less than 3.5 to 1.0, but greater than                 1.75%                         2.75%
        or equal to 2.75 to 1.0
-------------------------------------------------------------------------------------------------------
  Less than 2.75 to 1.0, but greater                   1.50%                         2.50%
      than or equal to 2.0 to 1.0
-------------------------------------------------------------------------------------------------------
          Less than 2.0 to 1.0                         1.25%                         2.25%
-------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                                                       EXHIBIT A
                                                                          TO THE
                                                                CREDIT AGREEMENT

                                FORM OF TERM NOTE

$___________                                                 New York, New York
                                                                    June 11,2003

                  FOR VALUE RECEIVED, the undersigned, Werner Holding Co. (DE),
Inc., a Delaware corporation (the "Borrower"), hereby promises to pay to the
order of___________(the "Lender") at the office of JPMorgan Chase Bank, 270 Park
Avenue, New York, New York 10017, in lawful money of the United States and in
immediately available funds, the principal amount of__________________ DOLLARS
($______________), or, if less, the aggregate unpaid principal amount of all
Term Loans of the Lender outstanding under the Credit Agreement referred to
below, which sum shall be due and payable in such amounts and on such dates as
are set forth in the Credit Agreement, dated as of June 11, 2003 (as amended,
supplemented or otherwise modified, the "Credit Agreement"), among the
Borrower, the several lenders from time to time parties thereto, J.P. Morgan
Securities Inc. and Citigroup Global Markets Inc., as Joint Lead Arrangers and
Joint Bookrunners, Citigroup Global Markets Inc., as Syndication Agent, and
JPMorgan Chase Bank, as Administrative Agent. The Borrower further agrees to pay
interest at said office, in like money, from the date hereof on the unpaid
principal amount hereof from time to time outstanding at the rates and on the
dates specified in subsection 5.5 of the Credit Agreement The holder of this
Note is authorized to record the Borrowing Date, Type and amount of the Term
Loan of the Lender outstanding under the Credit Agreement, the date and amount
of each payment or prepayment of principal hereof, and the date of each interest
rate conversion or continuation pursuant to subsection 5.2 of the Credit
Agreement and the principal amount subject thereto, on the schedules annexed
hereto and made a part hereof and any such recordation shall constitute prima
facie evidence of the information so recorded, provided that the failure of the
Lender to make such recordation (or any error in such recordation) shall not
affect the obligations of the Borrower hereunder or under the Credit Agreement.

                  This Note is one of the Term Loan Notes referred to in the
Credit Agreement and is entitled to the benefits thereof and is subject to
optional and mandatory prepayment in whole or in part as provided therein. Terms
used herein which are defined in the Credit Agreement shall have such defined
meanings unless otherwise defined herein or unless the context otherwise agrees.

                  This Note is secured and guaranteed as provided in the
Security Documents and the Guarantees. Reference is hereby made to the Security
Documents and the Guarantees for a description of the properties and assets in
which a security interest has been granted, the nature and extent of the
security and guarantees, the terms and conditions upon which the security
interest and each guarantee was granted and the rights of the holder of this
Note in respect thereof. The Borrower agrees to pay all costs and expenses
incurred by the Lender in connection with the enforcement of its rights and
remedies under the Credit Agreement, this Note, the Security Documents and each
other Credit Document.

                  Upon the occurrence of any one or more of the Events of
Default specified in the Credit Agreement, all amounts then remaining unpaid on
this Note shall become, or may be declared to be, immediately due and payable
all as provided therein.

                  All parties now and hereafter liable with respect to this
Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby
waive presentment, demand, protest and all other notices of any kind.

<PAGE>

                  THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE
TERMS OF THE CREDIT AGREEMENT. TRANSFERS OF THIS NOTE MUST BE RECORDED IN THE
REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF THE
CREDIT AGREEMENT.

                  THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

                                            WERNER HOLDING CO. (DE), INC.

                                            By:____________________________
                                               Name:
                                               Title:

<PAGE>

                                                                      SCHEDULE A
                                                                          TO THE
                                                                       TERM NOTE

                            ALTERNATE BASE RATE LOANS
                   AND REPAYMENTS OF ALTERNATE BASE RATE LOANS

<TABLE>
<CAPTION>
                                                                                    Unpaid Principal
           Amount of       Amount                                                      Balance of
           Alternate     Converted to                                                 Alternate Base
           Base Rate      Alternate         Amount of        Amount Converted to          Rate          Notation Made
Date         Loans     Base Rate Loans   Principal Repaid     Eurodollar Loans           Loans                By
----       ---------   ---------------   ----------------    -------------------    ----------------    -------------
<S>        <C>         <C>               <C>                 <C>                    <C>                 <C>
____       _________   _______________   ________________    ___________________    ________________    _____________
____       _________   _______________   ________________    ___________________    ________________    _____________
____       _________   _______________   ________________    ___________________    ________________    _____________
____       _________   _______________   ________________    ___________________    ________________    _____________
____       _________   _______________   ________________    ___________________    ________________    _____________
____       _________   _______________   ________________    ___________________    ________________    _____________
____       _________   _______________   ________________    ___________________    ________________    _____________
____       _________   _______________   ________________    ___________________    ________________    _____________
____       _________   _______________   ________________    ___________________    ________________    _____________
____       _________   _______________   ________________    ___________________    ________________    _____________
____       _________   _______________   ________________    ___________________    ________________    _____________
____       _________   _______________   ________________    ___________________    ________________    _____________
____       _________   _______________   ________________    ___________________    ________________    _____________
____       _________   _______________   ________________    ___________________    ________________    _____________
</TABLE>

<PAGE>

                                                                      SCHEDULE B
                                                                          TO THE
                                                                       TERM NOTE

                                EURODOLLAR LOANS
                       AND REPAYMENTS OF EURODOLLAR LOANS

<TABLE>
<CAPTION>
                          Amount         Interest Period                         Amount
           Amount of    Converted to      and Eurodollar                        Converted        Unpaid Principal
              Euro-        Euro-            Rate With         Amount of     to Alternate Base       Balance of
             dollar       dollar             Respect          Principal           Rate              Eurodollar       Notation
Date         Loans        Loans              Thereto           Repaid            Loans               Loans            Made by
----       ---------    ------------     ----------------     ---------     -----------------    ----------------    --------
<S>        <C>          <C>              <C>                  <C>           <C>                  <C>                 <C>
____       _________    ____________     ________________     _________     _________________    ________________    ________
____       _________    ____________     ________________     _________     _________________    ________________    ________
____       _________    ____________     ________________     _________     _________________    ________________    ________
____       _________    ____________     ________________     _________     _________________    ________________    ________
____       _________    ____________     ________________     _________     _________________    ________________    ________
____       _________    ____________     ________________     _________     _________________    ________________    ________
____       _________    ____________     ________________     _________     _________________    ________________    ________
____       _________    ____________     ________________     _________     _________________    ________________    ________
____       _________    ____________     ________________     _________     _________________    ________________    ________
____       _________    ____________     ________________     _________     _________________    ________________    ________
____       _________    ____________     ________________     _________     _________________    ________________    ________
____       _________    ____________     ________________     _________     _________________    ________________    ________
____       _________    ____________     ________________     _________     _________________    ________________    ________
____       _________    ____________     ________________     _________     _________________    ________________    ________
</TABLE>

<PAGE>

                                                                       EXHIBIT B
                                                                          TO THE
                                                                CREDIT AGREEMENT

                          FORM OF REVOLVING CREDIT NOTE

$______________                                               New York, New York
                                                                    June 11,2003

                  FOR VALUE RECEIVED, the undersigned, Werner Holding Co. (DE),
Inc., a Delaware corporation (the "Borrower"), hereby promises to pay to the
order of_____________(the "Lender") on the Revolving Credit Termination Date, as
defined in the Credit Agreement referred to below, at the office of JPMorgan
Chase Bank, located at 270 Park Avenue, New York, New York 10017, in lawful
money of the United States and in immediately available funds, the principal
amount of the lesser of (a) _________________________________DOLLARS
($_______________) and (b) the aggregate unpaid principal amount of all
Revolving Credit Loans of the Lender outstanding under the Credit Agreement. The
Borrower further agrees to pay interest in like money at such office on the
unpaid principal amount hereof from time to time from the date hereof at the
rates, and on the dates, specified in subsection 5.5 of such Credit Agreement.
The holder of this Note is authorized to record the Borrowing Date, Type and
amount of each Revolving Credit Loan of the Lender outstanding under the Credit
Agreement, the date and amount of each payment or prepayment of principal
hereof, and the date of each interest rate conversion or continuation pursuant
to subsection 5.2 of the Credit Agreement and the principal amount subject
thereto, on the schedules annexed hereto and made a part hereof and any such
recordation shall constitute prima facie evidence of the accuracy of the
information so recorded; provided that the failure of the Lender to make any
such recordation (or any error in such recordation) shall not affect the
obligations of the Borrower hereunder or under the Credit Agreement.

                  This Note is one of the Revolving Credit Notes referred to in
the Credit Agreement dated as of June 11, 2003 (as amended, supplemented or
otherwise modified from time to time, the "Credit Agreement"), among the
Borrower, the several lenders from time to time parties thereto, J.P. Morgan
Securities Inc. and Citigroup Global Markets Inc., as Joint Lead Arrangers and
Joint Bookrunners, Citigroup Global Markets Inc., as Syndication Agent, and
JPMorgan Chase Bank, as Administrative Agent, is subject to the provisions
thereof and is subject to optional and mandatory prepayment in whole or in part
as provided therein. Terms used herein which are defined in the Credit Agreement
shall have such defined meanings unless otherwise defined herein or unless the
context otherwise requires.

                  This Note is secured and guaranteed as provided in the
Security Documents and the Guarantees. Reference is hereby made to the Security
Documents and the Guarantees for a description of the properties and assets in
which a security interest has been granted, the nature and extent of the
security and guarantees, the terms and conditions upon which the security
interest and each guarantee was granted and the rights of the holder of this
Note in respect thereof. The Borrower hereby agrees to pay all costs and
expenses incurred by the Lender in connection with the enforcement of its rights
and remedies under the Credit Agreement, this Note, the Security Documents and
each other Credit Document.

                  Upon the occurrence of any one or more of the Events of
Default specified in the Credit Agreement, all amounts then remaining unpaid on
this Note shall become, or may be declared to be, immediately due and payable,
all as provided therein.

<PAGE>

                  All parties now and hereafter liable with respect to this
Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby
waive presentment, demand, protest and all other notices of any kind.

                  THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE
TERMS OF THE CREDIT AGREEMENT. TRANSFERS OF THIS NOTE MUST BE RECORDED IN THE
REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF THE
CREDIT AGREEMENT.

                  THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

                                            WERNER HOLDING CO. (DE), INC.

                                            By:______________________________
                                               Name:
                                               Title:

<PAGE>

                                                                      SCHEDULE A
                                                                          TO THE
                                                           REVOLVING CREDIT NOTE

                            ALTERNATE BASE RATE LOANS
                   AND REPAYMENTS OF ALTERNATE BASE RATE LOANS

<TABLE>
<CAPTION>
                                                                                    Unpaid Principal
         Amount of        Amount                                                       Balance of
         Alternate     Converted to                                                  Alternate Base
         Base Rate       Alternate          Amount of        Amount Converted to          Rate          Notation Made
Date       Loans      Base Rate Loans    Principal Repaid     Eurodollar Loans           Loans                By
----     ---------    ---------------    ----------------    -------------------    ----------------    -------------
<S>      <C>          <C>                <C>                 <C>                    <C>                 <C>
_____    _________    _______________    ________________    ___________________    ________________    _____________
_____    _________    _______________    ________________    ___________________    ________________    _____________
_____    _________    _______________    ________________    ___________________    ________________    _____________
_____    _________    _______________    ________________    ___________________    ________________    _____________
_____    _________    _______________    ________________    ___________________    ________________    _____________
_____    _________    _______________    ________________    ___________________    ________________    _____________
_____    _________    _______________    ________________    ___________________    ________________    _____________
_____    _________    _______________    ________________    ___________________    ________________    _____________
_____    _________    _______________    ________________    ___________________    ________________    _____________
_____    _________    _______________    ________________    ___________________    ________________    _____________
_____    _________    _______________    ________________    ___________________    ________________    _____________
_____    _________    _______________    ________________    ___________________    ________________    _____________
_____    _________    _______________    ________________    ___________________    ________________    _____________
_____    _________    _______________    ________________    ___________________    ________________    _____________
</TABLE>

<PAGE>

                                                                      SCHEDULE B
                                                                          TO THE
                                                           REVOLVING CREDIT NOTE

                                EURODOLLAR LOANS
                       AND REPAYMENTS OF EURODOLLAR LOANS

<TABLE>
<CAPTION>
                          Amount         Interest Period                         Amount              Unpaid
           Amount of    Converted to      and Eurodollar                        Converted           Principal
              Euro-        Euro-            Rate with         Amount of     to Alternate Base       Balance of
             dollar       dollar             Respect          Principal           Rate              Eurodollar       Notation
Date         Loans        Loans              Thereto           Repaid            Loans               Loans            Made By
----       ---------    ------------     ----------------     ---------     -----------------    ----------------    --------
<S>        <C>          <C>              <C>                  <C>           <C>                  <C>                 <C>
____       _________    ____________     ________________     _________     _________________    ________________    ________
____       _________    ____________     ________________     _________     _________________    ________________    ________
____       _________    ____________     ________________     _________     _________________    ________________    ________
____       _________    ____________     ________________     _________     _________________    ________________    ________
____       _________    ____________     ________________     _________     _________________    ________________    ________
____       _________    ____________     ________________     _________     _________________    ________________    ________
____       _________    ____________     ________________     _________     _________________    ________________    ________
____       _________    ____________     ________________     _________     _________________    ________________    ________
____       _________    ____________     ________________     _________     _________________    ________________    ________
____       _________    ____________     ________________     _________     _________________    ________________    ________
____       _________    ____________     ________________     _________     _________________    ________________    ________
____       _________    ____________     ________________     _________     _________________    ________________    ________
____       _________    ____________     ________________     _________     _________________    ________________    ________
____       _________    ____________     ________________     _________     _________________    ________________    ________
</TABLE>

<PAGE>

                                                                       EXHIBIT D
                                                                          TO THE
                                                                CREDIT AGREEMENT

                             FORM OF SWING LINE NOTE

$10,000,000                                                   New York, New York
                                                                    June 11,2003

                  FOR VALUE RECEIVED, the undersigned, Werner Holding Co. (DE),
Inc., a Delaware corporation (the "Borrower"), hereby promises to pay to the
order of JPMorgan Chase Bank ("JPMorgan") on the Revolving Credit Termination
Date (as defined in the Credit Agreement referred to below), at the office of
JPMorgan Chase Bank, 270 Park Avenue, New York, New York 10017, in lawful money
of the United States and in immediately available funds, the principal amount of
the lesser of (a) TEN MILLION DOLLARS ($10,000,000) and (b) the aggregate unpaid
principal amount of all Swing Line Loans made by JPMorgan to the undersigned
pursuant to subsection 3.4 of the Credit Agreement defined below. The Borrower
further agrees to pay interest on the unpaid principal amount hereof in like
money from time to time from the date hereof at the rates and on the dates
specified in subsection 5.5 of the Credit Agreement. JPMorgan is authorized to
record the Borrowing Date, the amount of each Swing Line Loan and the date and
amount of each payment or prepayment of principal thereof, on the schedule
annexed hereto and made a part hereof (or on a continuation thereof which shall
be attached hereto and made a part hereof) and any such recordation shall
constitute prima facie evidence of the accuracy of the information so recorded;
provided that the failure of JPMorgan to make such recordation (or any error in
such recordation) shall not affect the obligations of the Borrower hereunder or
under the Credit Agreement.

                  This Note is the Swing Line Note referred to in the Credit
Agreement, dated as of June 11, 2003 (as amended, supplemented or otherwise
modified from time to time, the "Credit Agreement"), among the Borrower, the
several lenders from time to time parties thereto, J.P. Morgan Securities Inc.
and Citigroup Global Markets Inc., as Joint Lead Arrangers and Joint
Bookrunners, Citigroup Global Markets Inc., as Syndication Agent, and JPMorgan
Chase Bank, as Administrative Agent, and is entitled to the benefits thereof and
is subject to prepayment in whole or in part, as provided therein and in the
Security Documents and the Guarantees. Terms which are defined in the Credit
Agreement shall have such defined meanings unless otherwise defined herein or
unless the context otherwise requires.

                  This Note is secured and guaranteed as provided in the
Security Documents and the Guarantees. Reference is hereby made to the Security
Documents and the Guarantees for a description of the properties and assets in
which a security interest has been granted, the nature and extent of the
security and guarantees, the terms and conditions upon which the security
interest and each guarantee was granted and the rights of the holder of this
Note in respect thereof. The Borrower hereby agrees to pay all costs and
expenses incurred by JPMorgan in connection with the enforcement of its rights
and remedies under the Credit Agreement, the Notes, the Security Documents and
each other Credit Document.

                  Upon the occurrence of any one or more of the Events of
Default specified in the Credit Agreement, all amounts then remaining unpaid on
this Note may become, or may be declared to be, immediately due and payable as
provided in the Credit Agreement.

<PAGE>

                  All parties now and hereafter liable with respect to this
Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby
waive presentment, demand, protest and all other notices of any kind.

                  THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE
TERMS OF THE CREDIT AGREEMENT. TRANSFERS OF THIS NOTE MUST BE RECORDED IN THE
REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF THE
CREDIT AGREEMENT.

                  THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

                                             WERNER HOLDING CO. (DE), INC.

                                             By:________________________________
                                                Name:
                                                Title:

<PAGE>

                                                                      SCHEDULE A
                                                                          TO THE
                                                                 SWING LINE NOTE

                                   SWING LINE
                        LOANS AND PAYMENTS OF PRINCIPAL

<TABLE>
<CAPTION>
                     Amount                  Amount of       Unpaid
                  of Swing Line              Principal      Principal          Notation
Date                 Loans                     Repaid        Balance           Made By
----              -------------              ---------      ---------          --------
<S>               <C>                        <C>            <C>                <C>

</TABLE>

<PAGE>

                                                                       EXHIBIT E
                                                                          TO THE
                                                                CREDIT AGREEMENT

                                     FORM OF
                            ASSIGNMENT AND ACCEPTANCE

                  Reference is made to the Credit Agreement, dated as of June
11, 2003 (as amended, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among Werner Holding Co. (DE), Inc., a Delaware
corporation (the "Borrower"), the several lenders from time to time parties
thereto, J.P. Morgan Securities Inc. and Citigroup Global Markets Inc., as Joint
Lead Arrangers and Joint Bookrunners, Citigroup Global Markets Inc., as
Syndication Agent, and JPMorgan Chase Bank, as Administrative Agent. Terms
defined in the Credit Agreement and not otherwise defined herein are used herein
with the same meanings.

                 _______________(the "Assignor") and___________(the "Assignee")
agree as follows:

                  1.       The Assignor hereby irrevocably sells and assigns to
the Assignee without recourse to the Assignor, and the Assignee hereby
irrevocably purchases and assumes from the Assignor without recourse to the
Assignor, as of the Effective Date (as defined below), the interest (the
"Assigned Interest") in and to the Assignor's rights and obligations under the
Credit Agreement with respect to those credit facilities contained in the Credit
Agreement as are set forth on Schedule 1 (individually, an "Assigned Facility";
collectively, the "Assigned Facilities"), in a principal amount for each
Assigned Facility as set forth on Schedule 1.

                  2.       The Assignor (i) makes no representation or warranty
and assumes no responsibility with respect to any statements, warranties or
representations made in or in connection with the Credit Agreement, any other
Credit Document or any other instrument or document furnished pursuant thereto,
or the execution, legality, validity, enforceability, genuineness, sufficiency
or value of the Credit Agreement, any other Credit Document or any other
instrument or document furnished pursuant thereto, other than it has not created
any adverse claim upon the interest being assigned by it hereunder and that such
interest is free and clear of any adverse claim; (ii) makes no representation or
warranty and assumes no responsibility with respect to the financial condition
of the Borrower, any of the Borrower's Subsidiaries or any other obligor or the
performance or observance by the Borrower, any of the Borrower's Subsidiaries or
any other obligor of any of their respective obligations under the Credit
Agreement or any other Credit Document or any other instrument or document
furnished pursuant hereto or thereto; (iii) attaches the Note(s), if any, held
by it evidencing the Assigned Facilities and requests that the Administrative
Agent exchange such Note(s) for a new Note or Notes payable to the Assignee (if
requested by the Assignee) and (if the Assignor has retained any interest in the
Assigned Facility) a new Note or Notes payable to the Assignor (if requested by
the Assignor) in the respective amounts which reflect the assignment being made
hereby (and after giving effect to any other assignments which have become
effective on the Effective Date); and (iv) represents and warrants that it is
legally authorized to enter into this Assignment and Acceptance.

<PAGE>

                  3.       The Assignee (i) represents and warrants that it is
legally authorized to enter into this Assignment and Acceptance; (ii) confirms
that it has received a copy of the Credit Agreement, together with copies of the
financial statements referred to in subsection 8.1 of the Credit Agreement and
such other documents and information as it has deemed appropriate to make its
own credit analysis and decision to enter into this Assignment and Acceptance;
(iii) agrees that it will, independently and without reliance upon the Assignor,
the Administrative Agent or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the Credit Agreement, the
other Credit Documents or any other instrument or document furnished pursuant
hereto or thereto; (iv) appoints and authorizes the Administrative Agent to take
such action as agent on its behalf and to exercise such powers and discretion
under the Credit Agreement, the other Credit Documents or any other instrument
or document furnished pursuant hereto or thereto as are delegated to the
Administrative Agent by the terms thereof, together with such powers as are
incidental thereto; and (v) agrees that it will be bound by the provisions of
the Credit Agreement and will perform in accordance with its terms all the
obligations which by the terms of the Credit Agreement are required to be
performed by it as a Lender including, if it is organized under the laws of a
jurisdiction outside the United States, its obligations pursuant to subsections
5.11(d) and 12.6(h) of the Credit Agreement to deliver the forms prescribed by
the Internal Revenue Service of the United States certifying as to the
Assignee's exemption from United States withholding taxes with respect to all
payments to be made to the Assignee under the Credit Agreement, or such other
documents as are necessary to indicate that all such payments are subject to
such tax at a rate reduced by an applicable tax treaty.

                  4.       The effective date of this Assignment and Acceptance
shall be the date as set forth in Schedule 1 hereof (the "Effective Date").
Following the execution of this Assignment and Acceptance, it will be delivered
to the Administrative Agent for acceptance by it and recording by the
Administrative Agent pursuant to subsection 12.6(e) of the Credit Agreement,
effective as of the Effective Date (which shall not, unless otherwise agreed to
by the Administrative Agent, be earlier than five Business Days after the date
of such acceptance and recording by the Administrative Agent).

                  5.       Upon such acceptance and recording, from and after
the Effective Date, the Administrative Agent shall make all payments in respect
of the Assigned Interest (including payments of principal, interest, fees and
other amounts) to the Assignee whether such amounts have accrued prior to the
Effective Date or accrue subsequent to the Effective Date. The Assignor and the
Assignee shall make all appropriate adjustments in payments by the
Administrative Agent for periods prior to the Effective Date or with respect to
the making of this assignment directly between themselves.

                  6.       From and after the Effective Date, (i) the Assignee
shall be a party to the Credit Agreement and, to the extent provided in this
Assignment and Acceptance, have the rights and obligations of a Lender
thereunder and under the other Credit Documents and shall be bound by the
provisions thereof and (ii) the Assignor shall, to the extent provided in this
Assignment and Acceptance, relinquish its rights and be released from its
obligations under the Credit Agreement.

                  7.       THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

<PAGE>

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

ASSIGNEE                                        ASSIGNOR

By:___________________                          By:________________________
   Name:                                           Name:
   Title:                                          Title:

Accepted and Consented to:

                                                JPMORGAN CHASE BANK, as
WERNER HOLDING CO. (DE), INC                    Administrative Agent

By:____________________                         By:________________________
   Name:                                           Name:
   Title:                                          Title:

<PAGE>

                                                                      SCHEDULE I
                                                                          TO THE
                                                       ASSIGNMENT AND ACCEPTANCE

Name of Assignor:

Name of Assignee:

Effective Date of Assignment:

<TABLE>
<CAPTION>
                                                     Commitment Percentages Assigned
                                                      (to at least fifteen decimals)
     Credit                 Principal               (shown as a percentage of aggregate
Facility Assigned        Amount Assigned             principal amount of all Lenders)
-----------------        ---------------            -----------------------------------
<S>                      <C>                        <C>
                                $                                    %
</TABLE>

<PAGE>

                                                                       EXHIBIT F
                                                                          TO THE
                                                                CREDIT AGREEMENT

                          FORM OF COLLATERAL AGREEMENT

                  COLLATERAL AGREEMENT, dated as of June 11, 2003, made by each
of the signatories hereto (together with any other entity that may become a
party hereto as provided herein, the "Grantors"), in favor of JPMORGAN CHASE
BANK, a New York banking corporation, as administrative agent (in such capacity,
the "Administrative Agent") for the several lenders (the "Lenders") from time to
time parties to the Credit Agreement (as defined below):

                              W I T N E S S E T H:

                  WHEREAS, pursuant to the Credit Agreement, dated as of the
date hereof (as amended, supplemented or otherwise modified from time to time,
the "Credit Agreement"), among Werner Holding Co. (DE), Inc., a Delaware
corporation (the "Company"), the Grantors referred to therein, the Lenders, J.
P. Morgan Securities, Inc. and Citigroup Global Markets Inc., as Arrangers,
Citigroup Global Markets Inc., as Syndication Agent, and the Administrative
Agent, the Lenders have severally agreed to make loans to, and the Issuing
Lender (as defined in the Credit Agreement) has agreed to issue and certain of
the other Lenders have agreed to participate in letters of credit for the
account of, the Company upon the terms and subject to the conditions set forth
therein;

                  WHEREAS, it is a condition precedent to the obligation of the
Lenders to make their respective loans to, and the obligation of the Issuing
Lender to issue and the Lenders to participate in letters of credit for the
account of, the Company under the Credit Agreement that Werner Holding Co. (PA),
Inc., a Pennsylvania corporation ("Holdings"), and each of the Grantors (other
than the Company) shall have executed and delivered to the Administrative Agent
for the ratable benefit of the Lenders a guarantee of the obligations of the
Company under the Credit Agreement;

                  WHEREAS, in satisfaction of such condition, certain of the
Grantors have entered into a Guarantee of even date herewith (as amended,
supplemented or otherwise modified from time to time, the "Guarantee") for the
benefit of the Administrative Agent and the Lenders; and

                  WHEREAS, it is a further condition precedent to the obligation
of the Lenders to make their respective Loans to the Company under the Credit
Agreement that the Grantors shall have executed and delivered this Collateral
Agreement to secure payment and performance of the Obligations.

                  NOW, THEREFORE, in consideration of the premises and to induce
the Administrative Agent and the Lenders to enter into the Credit Agreement and
to make their respective loans to, and to issue or participate in letters of
credit for the account of, the Company under the Credit Agreement, each Grantor
hereby agrees with the Administrative Agent, for the ratable benefit of the
Lenders, as follows:

                  1.       Defined Terms. Unless otherwise defined herein or in
the preamble or recitals hereto, terms which are defined in the Credit Agreement
and used herein are so used as so defined; the following terms which are defined
in the Uniform Commercial Code in effect in the State of New York on the date
hereof are used herein as so defined: Certificated Security, Chattel Paper,
Documents, Farm Products, Goods, Instruments and Inventory; and the following
terms shall have the following meanings:

                  "Accounts" means all accounts receivable other than any
         Receivables Facility Assets, book debts, notes, drafts, instruments,
         documents, acceptances and other forms of obligations

<PAGE>

                                                                               2

         now owned or hereafter received or acquired by or belonging or owing to
         any Grantor (including under any trade names, styles or divisions
         thereof) whether arising out of personal property owned or leased by
         it, Goods sold by it or services rendered by it or from any other
         transaction, whether or not the same involves the lease of personal
         property, sale of Goods or performance of services by such Grantor
         (including, without limitation, any such obligation which would be
         characterized as an account, general intangible or chattel paper under
         the Code) and all of such Grantor's rights in, to and under all
         purchase orders now owned or hereafter received or acquired by it for
         Goods or services, and all of such Grantor's rights to any Goods
         represented by any of the foregoing (including returned or repossessed
         Goods and unpaid seller's rights) and all moneys due or to become due
         to such Grantor under all contracts for the sale of Goods and/or the
         performance of services by it (whether or not yet earned by
         performance), under any lease of real or personal property (to the
         extent the grant of such a security interest is permitted by applicable
         law and is not prohibited by such lease), or under any franchise
         agreement, or in connection with any other transaction, now in
         existence or hereafter arising, including without limitation the right
         to receive the proceeds of said purchase orders and contracts and rents
         under such leases, and all collateral security and guarantees of any
         kind given by any Person with respect to any of the foregoing.

                  "Agreement" means this Collateral Agreement, as the same may
         be amended, supplemented or otherwise modified from time to time.

                  "Code" means the Uniform Commercial Code as from time to time
         in effect in the State of New York.

                  "Collateral" has the meaning assigned to it in Section 2 of
         this Agreement.

                  "Company Obligations" means (a) the unpaid principal amount
         of, and interest on (including interest accruing on or after the filing
         of any petition in bankruptcy, or the commencement of any insolvency,
         reorganization or like proceeding, relating to any Grantor or the
         Company, whether or not a claim for such post-filing or post-petition
         interest is allowed), the Loans and all other obligations and
         liabilities of each Grantor to the Administrative Agent, the Issuing
         Lender or the Lenders, whether direct or indirect, absolute or
         contingent, due or to become due, or now existing or hereafter
         incurred, which may arise under, out of, or in connection with, the
         Credit Agreement, any Letter of Credit, the other Credit Documents and
         any other document executed and delivered or given in connection
         therewith or herewith, whether on account of principal, interest,
         reimbursement obligations, fees, indemnities, costs, expenses
         (including, without limitation, all reasonable fees and disbursements
         of counsel to the Administrative Agent, the Issuing Lender or the
         Lenders that are required to be paid by each pursuant to the terms of
         the Credit Agreement) or otherwise and (b) all obligations of the
         Company and each Grantor to any Lender or Lenders or its or their
         Affiliates under or in respect of any Interest Rate Agreement or
         Foreign Currency Agreement.

                  "Contract" means, with respect to an Account, any agreement
         relating to the terms of payment or the terms of performance thereof,
         including, without limitation, (a) all rights of each Grantor to
         receive moneys due and to become due to it thereunder or in connection
         therewith, (b) all rights of each Grantor to damages arising out of, or
         for, breach or default in respect thereof and (c) all rights of each
         Grantor to perform and to exercise all remedies thereunder.

                  "Copyright License" means any written agreement, naming any
         Grantor, as licensor or licensee, granting any right to use any
         registered Copyright including, without limitation, any referred to in
         Schedule I hereto.

<PAGE>

                                                                               3

                  "Copyrights" means all of the following to the extent any
         Grantor now or hereafter has any right, title or interest: (a) all
         copyrights and all registrations and applications therefor, including,
         without limitation, any referred to in Schedule I hereto, and (b) all
         renewals of such copyrights.

                  "Equipment" means all machinery, equipment and furniture
         except Vehicles, now owned or hereafter acquired by any Grantor or in
         which any Grantor now has or hereafter may acquire any right, title or
         interest and any and all additions, substitutions and replacements
         thereof, wherever located, together with all attachments, components,
         parts, equipment and accessories installed therein or affixed thereto,
         including, but not limited to, all equipment as defined in Section
         9-102 of the Code.

                  "Foreign Currency Agreements": all currency swaps, caps or
         collar agreements or similar arrangements providing for protection
         against fluctuations in currency exchange rates, either generally or
         under specific contingencies.

                  "Foreign Subsidiary Voting Stock": the voting Capital Stock of
         any Foreign Subsidiary.

                  "General Intangibles" has the meaning given to it in the Code
         and includes, whether or not so included in such meaning, any franchise
         agreements or rights in favor of or granted by any Grantor to know-how,
         trade secrets, product or service development ideas and designs,
         advertising commercials, renderings, strategies and plans, blueprints,
         architectural drawings, site location, personnel and franchisee
         information, proprietary information, computer and software technology
         and programs, contracts with distributors, and any similar items, all
         interest rate, foreign currency or similar agreements and general
         intangibles attributable to the Capital Stock of each Subsidiary.

                  "Guarantor Obligations" means all obligations and liabilities
         of each Grantor which may arise under, out of, or in connection with
         this Agreement, the Guarantee or any other Credit Document to which
         such Grantor is a party, in each case whether on account of guarantee
         obligations, reimbursement obligations, fees, indemnities, costs,
         expenses or otherwise (including, without limitation, all fees and
         disbursements of counsel to the Administrative Agent, the Issuing
         Lender or the Lenders that are required to be paid by such Grantor
         pursuant to the terms of any of the foregoing agreements).

                  "Investment Property" means (a) all "investment property" as
         such term is defined in Section 9-102 of the Code and (b) whether or
         not constituting "investment property" as so defined, all Pledged Notes
         and all Pledged Stock.

                  "Issuers" means (a) the companies identified on Schedule IV
         hereto as the issuers of the Pledged Notes, (b) the companies
         identified on Schedule V hereto as the issuers of the Pledged Stock,
         (c) any other Subsidiaries of the Company created or acquired after the
         date hereof the equity of which is required to be pledged by this
         Agreement or subsection 8.9(b) or 8.9(c) of the Credit Agreement and
         (d) any other issuer of any Investment Property; individually, each an
         "Issuer".

                  "License" means any Copyright License, Patent License or
         Trademark License.

                  "Obligations" means the Borrower Obligations, the Guarantor
         Obligations and the Obligations under (and as defined in) the Holdings
         Guarantee dated as of the date hereof by Holdings in favor of the
         Administrative Agent.

<PAGE>

                                                                               4

                  "Patent License" means any agreement, whether written or oral,
         providing for the grant by or to any Grantor of any right to
         manufacture, use or sell any invention covered in whole or in part by a
         Patent, including, without limitation, any Patent referred to in
         Schedule II hereto.

                  "Patents" means (a) all letters patent of the United States or
         any other country and all reissues and extensions thereof, including,
         without limitation, any thereof referred to in Schedule II hereto and
         (b) all applications for letters patent of the United States or any
         other country and all divisions, continuations and
         continuations-in-part thereof, including, without limitation, any
         thereof referred to in Schedule II hereto.

                  "Pledged Notes" means all promissory notes listed on Schedule
         IV hereto, and, if requested by the Administrative Agent, any other
         promissory note issued to or held by any Grantor (other than promissory
         notes issued in connection with extensions of trade credit by such
         Grantor (other than to a Subsidiary of such Grantor) in the ordinary
         course of business and Undelivered Notes).

                  "Pledged Stock" means the shares of Capital Stock listed on
         Schedule V hereto, together with all stock certificates, options or
         rights of any nature whatsoever that may be issued or granted by any
         Issuer to any Grantor and that are required by this Agreement or the
         Credit Agreement to be pledged hereunder while this Agreement is in
         effect; provided that in no event shall more than 65% of the total
         outstanding Foreign Subsidiary Voting Stock of any Foreign Subsidiary
         be required to be pledged hereunder, and any shares of Foreign
         Subsidiary Voting Stock of any Foreign Subsidiary in excess of 65% of
         the shares of such class of capital stock of such Issuer held at any
         time by the Administrative Agent shall not be Pledged Stock and shall
         not be subject to the security interest granted hereby and shall be
         held by the Administrative Agent solely for the benefit of the Company.
         Notwithstanding anything to the contrary in this Agreement, Pledged
         Stock shall not include shares of capital stock of (i) any Immaterial
         Subsidiary (so long as it continues to constitute an Immaterial
         Subsidiary) and (ii) any Receivables SPV to the extent a pledge of the
         capital stock thereof is not required under Section 8.9(g) of the
         Credit Agreement.

                  "Proceeds" means "proceeds", as such term is defined in
         Section 9-102 of the Code and, to the extent not included in such
         definition, shall include, without limitation, (a) any and all proceeds
         of any insurance, indemnity, warranty, guaranty or letter of credit
         payable to any Grantor, from time to time with respect to any of the
         Collateral, (b) all payments (in any form whatsoever) paid or payable
         to any Grantor from time to time in connection with any taking of all
         or any part of the Collateral by any Governmental Authority or any
         Person acting under color of Governmental Authority, (c) all judgments
         in favor of any Grantor in respect of the Collateral, (d) all dividends
         or other income from the Investment Property, collections thereon or
         distributions or payments with respect thereto and (e) all other
         amounts from time to time paid or payable or received or receivable
         under or in connection with any of the Collateral.

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

                  "Stock Issuer" means each Issuer of Pledged Stock.

                  "Trademark License" means any agreement, whether written or
         oral, providing for the grant by or to any Grantor of any right to use
         any Trademark, including, without limitation, any thereof referred to
         in Schedule III hereto.

<PAGE>

                                                                               5

                  "Trademarks" means (a) all registered trademarks, trade names,
         corporate names, company names, business names, fictitious business
         names, trade styles, service marks, logos and other source or business
         identifiers, and the goodwill associated therewith, now existing or
         hereafter adopted or acquired, all registrations and recordings
         thereof, and all applications in connection therewith, whether in the
         United States Patent and Trademark Office or in any similar office or
         agency of the United States, any state thereof or any other country or
         any political subdivision thereof, or otherwise, including, without
         limitation, any thereof referred to in Schedule III hereto, and (b) all
         renewals thereof.

                  "Undelivered Notes" means any promissory notes issued to any
         Grantor so long as the aggregate principal amount of all Undelivered
         Notes shall not exceed, at any time, $1,000,000.

                  "Vehicles" means all cars, tracks, trailers and other vehicles
         covered by a certificate of title law of any state.

                  2.       Grant of Security Interest. As collateral security
for the prompt and complete payment and performance when due (whether at the
stated maturity, by acceleration or otherwise) of the Obligations, each Grantor
hereby assigns and transfers to the Administrative Agent, and hereby grants to
the Administrative Agent, for the benefit of the Lenders, security interest in
all of the following property now owned or at any time hereafter acquired by
such Grantor or in which such Grantor now has or at any time in the future may
acquire any right, title or interest, excluding, however, (x) Vehicles, (y)
assets acquired or owned pursuant to subsection 9.6(h) of the Credit Agreement
that are not (I) equity interests to the extent that a pledge of such interests
would not be prohibited under the governing documents or agreements with respect
to the entity to which such interests relate or by any agreements to which such
entity is a party or (II) assets of Subsidiary Guarantors and (z) Receivables
Facility Assets (collectively, the "Collateral"):

                  (a)      all Accounts;

                  (b)      all Chattel Paper;

                  (c)      all Contracts;

                  (d)      all Copyrights;

                  (e)      all Copyright Licenses;

                  (f)      all Documents;

                  (g)      all Equipment;

                  (h)      all General Intangibles;

                  (i)      all Instruments;

                  (j)      all Inventory;

                  (k)      all Investment Property;

                  (1)      all Patents;

                  (m)      all Patent Licenses;

<PAGE>

                                                                               6

                  (n)      all Trademarks;

                  (o)      all Trademark Licenses;

                  (p)      all books and records pertaining to the Collateral;

                  (q)      all other Goods and personal property of such
                           Grantor, whether tangible or intangible and whether
                           now or hereafter owned by such Grantor, and wherever
                           located; and

                  (r)      to the extent not otherwise included, all Proceeds
                           and products of any and all of the foregoing and all
                           collateral security and guarantees given by any
                           Person with respect to any of the foregoing;

provided that in no event shall Collateral include more than 65% of the total
outstanding Foreign Subsidiary Voting Stock of a Foreign Subsidiary.

                  3.       Rights of Administrative Agent and Limitations on
Administrative Agent's and Lenders' Obligations.

                  (a)      Each Grantor Remains Liable under Accounts, Licenses,
                           Contracts, Etc. Anything herein to the contrary
                           notwithstanding, each Grantor shall remain liable
                           under each of the Accounts, Licenses and Contracts to
                           observe and perform all the material conditions and
                           obligations to be observed and performed by it
                           thereunder, all in accordance with the terms of any
                           agreement giving rise to each such Account, License
                           or Contract. Neither the Administrative Agent nor any
                           Lender shall have any obligation or liability under
                           any Account, License or Contract by reason of or
                           arising out of this Agreement or the receipt by the
                           Administrative Agent or any Lender of any payment
                           relating to such Account, License or Contract
                           pursuant hereto, nor shall the Administrative Agent
                           or any Lender be obligated in any manner to perform
                           any of the obligations of any Grantor under or
                           pursuant to any Account, License or Contract, to make
                           any payment, to make any inquiry as to the nature or
                           the sufficiency of any payment received by it or as
                           to the sufficiency of any performance by any party
                           under any Account, License or Contract, to present or
                           file any claim, to take any action to enforce any
                           performance or to collect the payment of any amounts
                           which may have been assigned to it or to which it may
                           be entitled at any time or times.

                  (b)      Notice to Account Debtors and Contracting Parties. At
                           any time after an Event of Default has occurred and
                           so long as such Event of Default shall be continuing,
                           upon the request of the Administrative Agent such
                           Grantor shall, and the Administrative Agent may (with
                           concurrent notice to such Grantor thereof), notify
                           account debtors on the Accounts and parties to the
                           Contracts and Licenses that the Accounts, Contracts
                           and Licenses have been assigned to the Administrative
                           Agent for the ratable benefit of the Lenders and that
                           payments in respect thereof shall be made directly to
                           the Administrative Agent. At any time after an Event
                           of Default shall have occurred and be continuing, the
                           Administrative Agent may in its own name or in the
                           name of others communicate with account debtors on
                           the Accounts and parties to the Contracts and
                           Licenses to verify with them to its satisfaction the
                           existence, amount and terms thereof.

<PAGE>

                                                                               7

                  (c)      Verification of Accounts and Inventory. The
                           Administrative Agent shall have the right to make
                           test verifications of the Accounts and Inventory in
                           any reasonable manner and through any medium that it
                           considers advisable, and each Grantor agrees to
                           furnish all such assistance and information as the
                           Administrative Agent may reasonably require in
                           connection therewith, provided that, so long as no
                           Event of Default shall have occurred and be
                           continuing, (i) any such verification shall be
                           conducted in the name of the relevant Grantor or in
                           such other manner as shall not disclose the
                           Administrative Agent's identity or interest in the
                           Collateral and (ii) the Administrative Agent shall
                           conduct such verification with respect to any Grantor
                           no more frequently than once per year and shall give
                           the Company reasonable advance notice thereof. The
                           Administrative Agent may after the occurrence and
                           during the continuance of an Event of Default in its
                           own name or in the name of others communicate with
                           account debtors in order to verify with them to the
                           Administrative Agent's satisfaction the existence,
                           amount and terms of any Accounts and/or Inventory.

                  4.       Representations and Warranties. Each Grantor hereby
represents and warrants that:

                  (a)      Power and Authority. Each Grantor has the corporate
                           power and authority and the legal right to execute
                           and deliver, to perform its obligations under, and to
                           grant the Lien on the Collateral pursuant to, this
                           Agreement and has taken all necessary corporate
                           actions to authorize its execution, delivery and
                           performance of, and grant of the Lien on the
                           Collateral pursuant to, this Agreement.

                  (b)      Title; No Other Liens. Except for the Lien granted to
                           the Administrative Agent for the ratable benefit of
                           the Lenders pursuant to this Agreement and the other
                           Liens permitted to exist on the Collateral pursuant
                           to the Credit Agreement, each Grantor owns each item
                           of the Collateral free and clear of any and all Liens
                           except Permitted Liens. No security agreement,
                           financing statement or other public notice with
                           respect to all or any part of the Collateral is on
                           file or of record in any public office, except (i)
                           such as may have been filed in favor of the
                           Administrative Agent, for the ratable benefit of the
                           Lenders, pursuant to this Agreement, or (ii) as may
                           be permitted pursuant to the Credit Agreement.

                  (c)      Perfected Liens. With respect to assets located in
                           the United States and United States law, the Liens
                           granted pursuant to this Agreement constitute
                           perfected Liens on the Collateral in favor of the
                           Administrative Agent, for the ratable benefit of the
                           Lenders, to the extent that (i) such Liens constitute
                           Liens on General Intangibles, (ii) such Liens
                           constitute Liens on Equipment, (iii) such Liens can
                           be perfected by filing a financing statement under
                           the Uniform Commercial Code, as in effect in the
                           relevant jurisdiction or (iv) any Grantor is required
                           to deliver such Collateral to the Administrative
                           Agent pursuant to Section 5(a) hereof, which are
                           prior to all other Liens on the Collateral created by
                           such Grantor and in existence on the date hereof,
                           except for Liens permitted to exist on the Collateral
                           pursuant to the Credit Agreement, and which are
                           enforceable as such against all creditors of and
                           purchasers from such Grantor.

                  (d)      Accounts and Records. The amount represented by each
                           Grantor to the Administrative Agent from time to time
                           as owing by each account debtor or by all account
                           debtors in respect of the Accounts will at such time
                           be the correct amount

<PAGE>

                                                                               8

                           actually owing by such account debtor or debtors
                           thereunder in all material respects, subject to
                           adjustments in the ordinary course of business. No
                           amount payable to such Grantor under or in connection
                           with any Account, Contract or License in excess of
                           $1,000,000 is evidenced by any Instrument or Chattel
                           Paper which has not been delivered to the
                           Administrative Agent except for notes receivable from
                           officers pursuant to executive stock purchase plans.
                           The place where each Grantor keeps its records
                           concerning the Accounts and the other Collateral is
                           located at the address listed on Schedule VI hereto.

                  (e)      Consents. In each case in this clause (e), except to
                           the extent that a material adverse effect on the
                           business, property, operations or financial condition
                           of the Company and its Subsidiaries taken as a whole
                           would not reasonably be expected to result therefrom,
                           each Contract and License is in full force and effect
                           and, to the best knowledge of each Grantor,
                           constitutes a valid and legally enforceable
                           obligation of the other obligor in respect thereof or
                           parties thereto, except as enforceability may be
                           limited by bankruptcy, insolvency, reorganization,
                           moratorium or similar laws affecting the enforcement
                           of creditors' rights generally. No consent or
                           authorization of, filing with or other act by or in
                           respect of any Governmental Authority is required in
                           connection with the execution, delivery, performance,
                           validity or enforceability of any of the Accounts,
                           Licenses or Contracts by any party thereto other than
                           those which have been duly obtained, made or
                           performed, are in full force and effect and do not
                           subject the scope of any such Account, License or
                           Contract to any material adverse limitation, either
                           specific or general in nature. No Grantor and (to the
                           best of such Grantor's knowledge) no other party to
                           any Account, License or Contract is in default in the
                           performance or observance of any of the material
                           terms thereof. Each Grantor has fully performed all
                           its material obligations under each License and
                           Contract to the extent such obligations are required
                           to be performed on or prior to the date hereof. The
                           right, title and interest of such Grantor in, to and
                           under each Account, License and Contract are not
                           subject to any defense, offset, counterclaim or claim
                           which would materially adversely affect the value of
                           such Account, License or Contract as Collateral, nor
                           have any of the foregoing been asserted or alleged
                           against such Grantor as to any of the foregoing.

                  (f)      Chief Executive Office. Each Grantor's jurisdiction
                           of incorporation, chief executive office and chief
                           place of business is located at the address listed on
                           Schedule VI hereto.

                  (g)      Farm Products. None of the Collateral constitutes, or
                           is the Proceeds of, Farm Products.

                  (h)      Investment Property. The shares of Pledged Stock
                           pledged by such Grantor hereunder constitute all the
                           issued and outstanding shares or interests of all
                           classes of the Capital Stock of each domestic Stock
                           Issuer owned by such Grantor and 65% of the total
                           outstanding voting Capital Stock of each foreign
                           Stock Issuer owned by such Grantor. All the shares of
                           the Pledged Stock have been duly and validly issued
                           and are fully paid and nonassessable. To the best
                           knowledge of such Grantor, each of the Pledged Notes
                           pledged by such Grantor hereunder constitutes a valid
                           and legally enforceable obligation of the other
                           obligor in respect thereof or parties thereto,
                           enforceable in accordance with its terms, except as
                           enforceability may be limited by bankruptcy,
                           insolvency, reorganization,

<PAGE>

                                                                               9

                           moratorium or similar laws affecting the enforcement
                           of creditors' rights generally. Such Grantor is the
                           record and beneficial owner of, and has good and
                           marketable title to, the Investment Property pledged
                           by it hereunder, free of any and all Liens or options
                           in favor of, or claims of, any other Person, except
                           for the Lien created by this Agreement and Permitted
                           Liens.

                  (i)      Patents, Trademarks and Copyrights. Schedule II
                           hereto includes all material Patents and Patent
                           Licenses owned by each Grantor in its own name as of
                           the date hereof. Schedule III hereto includes all
                           material registered Trademarks and Trademark Licenses
                           owned by each Grantor in its own name as of the date
                           hereof. Schedule I hereto includes all material
                           registered Copyrights in which each Grantor has any
                           colorable claim of ownership as of the date hereof.
                           Except as set forth on Schedule II or Schedule III,
                           each Patent and Trademark is valid, subsisting,
                           unexpired and enforceable and has not been abandoned.
                           All licenses of each Grantor's Trademarks are in
                           force and, to the best knowledge of such Grantor, not
                           in default. No holding, decision or judgment has been
                           rendered by any Governmental Authority with respect
                           to any Patent or Trademark which would limit, cancel
                           or question the validity of any Patent or Trademark.
                           Except as set forth on Schedule II or Schedule III,
                           no action or proceeding is pending or, to the
                           knowledge of such Grantor, threatened (i) seeking to
                           limit, cancel or question the validity of any
                           material Patent or Trademark or such Grantor's
                           ownership thereof, or (ii) which, if adversely
                           determined, would have a material adverse effect on
                           the value of any material Patent or Trademark.

                  (j)      No Litigation. Other than as disclosed in the Consent
                           Solicitation Statement or as set forth on Schedule
                           6.7 to the Credit Agreement, no litigation,
                           investigation or proceeding of or before any
                           arbitrator or Governmental Authority is pending or,
                           to the knowledge of any Grantor, threatened as of the
                           Closing Date by or against such Grantor or against
                           any of its properties or revenues with respect to
                           this Agreement or any of the transactions
                           contemplated hereby which would have a material
                           adverse effect upon any material portion of the
                           Collateral or the granting of the security interests
                           hereby.

                  5.       Covenants. Each Grantor covenants and agrees with the
Administrative Agent and the Lenders that, from and after the date of this
Agreement until the Obligations are paid in full, the Commitments are terminated
and either no Letters of Credit are outstanding or each outstanding Letter of
Credit has been cash collateralized so that it is fully secured to the
satisfaction of the Administrative Agent:

                  (a)      Further Documentation; Pledge of Instruments and
                           Chattel Paper.

                           (i) At any time and from time to time, upon the
                  written request of the Administrative Agent, and at the sole
                  expense of such Grantor, any Grantor will promptly and duly
                  execute and deliver such further instruments and documents and
                  take such further action as the Administrative Agent may
                  reasonably request for the purpose of obtaining or preserving
                  the full benefits of this Agreement and of the rights and
                  powers herein granted, including, without limitation, (A) the
                  filing of any financing or continuation statements under the
                  Uniform Commercial Code in effect in any jurisdiction with
                  respect to the Liens created hereby and (B) in the case of
                  Investment Property, and any other relevant Collateral, taking
                  actions necessary to enable the Administrative Agent

<PAGE>

                                                                              10
                  to obtain "control" (within the meaning of the applicable
                  Uniform Commercial Code) with respect thereto.

                           (ii) If any amounts payable under or in connection
                  with any of the Collateral having a face value in excess of
                  $1,000,000 in the aggregate at any one time outstanding shall
                  be or become evidenced by any Instrument, Certificated
                  Security or Chattel Paper, such Instrument, Certificated
                  Security or Chattel Paper shall be immediately delivered to
                  the Administrative Agent, duly indorsed in a manner
                  satisfactory to the Administrative Agent, to be held as
                  Collateral pursuant to this Agreement. So long as no Default
                  or Event of Default has occurred and is continuing, upon
                  request by any Grantor, the Administrative Agent shall make
                  available any such pledged Collateral to such Grantor, or its
                  designee, that such Grantor specifies is required for the
                  purpose of ultimate sale, exchange, presentation, collection,
                  renewal, registration or transfer thereof, provided that in
                  each case arrangements reasonably satisfactory to the
                  Administrative Agent shall be made for the return of such
                  pledged Collateral within 21 days from the time of delivery by
                  the Administrative Agent, except for pledged Collateral that
                  has been fully repaid, satisfied, or transferred as permitted
                  hereunder.

                           (iii) Notwithstanding anything set forth in this
                  Agreement to the contrary, so long as no Default or Event of
                  Default has occurred and is continuing, no Grantor shall be
                  required to deliver to the Administrative Agent any
                  Instrument, Certificated Security or Chattel Paper to be held
                  by the Administrative Agent as Collateral pursuant to this
                  Agreement so long as the aggregate amount evidenced by all
                  such Instruments, Certificated Securities and Chattel Paper
                  does not exceed $1,000,000 at any one time outstanding.

                  (b)      Indemnification. Each Grantor agrees to pay, and to
                           save the Administrative Agent, the Issuing Lender and
                           the Lenders harmless from, any and all liabilities,
                           costs and expenses (including, without limitation,
                           reasonable legal fees and expenses) (i) with respect
                           to, or resulting from, any delay in paying, any and
                           all excise, sales or other taxes which may be payable
                           or determined to be payable with respect to any of
                           the Collateral, (ii) with respect to, or resulting
                           from, any delay by such Grantor in complying with any
                           Requirement of Law applicable to any of the
                           Collateral or (iii) in connection with any of the
                           transactions contemplated by this Agreement; provided
                           that no Grantor shall be liable for the payment of
                           any portion of such liabilities, costs or expenses
                           resulting from the gross negligence or willful
                           misconduct of the Administrative Agent or any of the
                           Lenders. Without limiting the preceding sentence,
                           each Grantor will indemnify and save and keep
                           harmless the Administrative Agent and each Lender
                           from and against all expense, loss or damage suffered
                           by reason of any counterclaim of the account debtor
                           or obligor thereunder, arising out of a breach by
                           such Grantor of any obligation thereunder or arising
                           out of any other agreement, indebtedness or liability
                           at any time owing to or in favor of such account
                           debtor or obligor or its successors from such
                           Grantor.

                  (c)      Maintenance of Records. Each Grantor will keep and
                           maintain at its own cost and expense satisfactory and
                           complete records of the Collateral, including,
                           without limitation, a record of all payments received
                           and all credits granted with respect to the Accounts,
                           Contracts and Licenses. Each Grantor will mark its
                           internal books and records pertaining to the
                           Collateral to evidence this Agreement and the
                           security interests granted hereby. For the
                           Administrative Agent's and the Lenders'
<PAGE>

                                                                              11

                           further security, the Administrative Agent, for the
                           ratable benefit of the Lenders, shall have a security
                           interest in each Grantor's books and records
                           pertaining to the Collateral, and each Grantor shall
                           make available for review any such books and records
                           to the Administrative Agent or to its representatives
                           during normal business hours at the reasonable
                           request of the Administrative Agent. Each Grantor
                           shall permit representatives of the Administrative
                           Agent, upon reasonable notice to the Company (but no
                           more frequently than monthly unless a Default or
                           Event of Default shall have occurred and be
                           continuing), to visit and inspect any of its
                           properties and examine and make abstracts from any of
                           its books and records at any reasonable time and as
                           often as may reasonably be requested upon reasonable
                           notice, and to discuss the business, operations,
                           assets and financial and other condition of such
                           Grantor with officers and employees thereof and with
                           their independent certified public accountants.

                  (d)      Right of Inspection. The Administrative Agent and the
                           representatives of any Lender shall upon reasonable
                           notice (made through the Administration Agent and no
                           more frequently than quarterly unless a Default or
                           Event of Default shall have occurred and be
                           continuing) have full and free reasonable access to
                           visit and inspect any of its properties and examine
                           and make abstracts from any of its books and records
                           at any reasonable time and as often as may reasonably
                           be requested upon reasonable notice, and to discuss
                           the business, operations, assets and financial and
                           other condition of the Company and its Subsidiaries
                           with officers and employees thereof and with their
                           independent certified public accountants with prior
                           reasonable notice to, and coordination with, the
                           chief financial officer or the treasurer of the
                           Company, and the Company agrees to render to the
                           Administrative Agent at the Company's cost and
                           expense, and to the Lenders, such clerical and other
                           assistance as may be reasonably requested with regard
                           thereto. The Administrative Agent and the Lenders
                           shall keep such information thereby obtained
                           confidential to the extent set forth in subsection
                           12.6(f) of the Credit Agreement.

                  (e)      Compliance with Laws, etc. Each Grantor will comply
                           in all material respects with all Requirements of Law
                           applicable to the Collateral or any part thereof or
                           to the operation of such Grantor's business except
                           where failure to so comply could not reasonably be
                           expected to have a material adverse effect on the
                           business, property, operations or financial condition
                           of the Company and its Subsidiaries taken as a whole;
                           provided that such Grantor may contest any
                           Requirement of Law in any reasonable manner which
                           shall not, in the reasonable opinion of the
                           Administrative Agent, adversely affect the
                           Administrative Agent's or the Lenders' rights or the
                           priority of their Liens on the Collateral.

                  (f)      Compliance with Terms of Contracts, etc. Each Grantor
                           will perform and comply in all material respects with
                           all its obligations under the Contracts and all its
                           other Contractual Obligations relating to the
                           Collateral except where failure to so perform or
                           comply could not reasonably be expected to have a
                           material adverse effect on the business, property,
                           operations or financial condition of the Company and
                           its Subsidiaries taken as a whole.

                  (g)      Payment of Obligations. Each Grantor will pay
                           promptly when due all material taxes, assessments and
                           governmental charges or levies imposed upon the
                           Collateral or in respect of its income or profits
                           therefrom, as well as all claims of

<PAGE>

                                                                              12

                           any kind (including, without limitation, claims for
                           labor, materials and supplies) against or with
                           respect to the Collateral, except (i) that no such
                           charge need be paid if (x) the validity thereof is
                           being contested in good faith by appropriate
                           proceedings, (y) such proceedings do not involve any
                           material danger of the sale, forfeiture or loss of
                           any of the Collateral or any interest therein and (z)
                           such charge is adequately reserved against on such
                           Grantor's books in accordance with GAAP and (ii)
                           where failure to make such payment could not
                           reasonably be expected to have a material adverse
                           effect on the business, property, operations or
                           financial condition of the Company and its
                           Subsidiaries taken as a whole.

                  (h)      Maintenance of Insurance. All insurance maintained by
                           such Grantor pursuant to subsection 8.5(b) of the
                           Credit Agreement shall (i) provide that no
                           cancellation, material reduction in amount or
                           material change in coverage thereof shall be
                           effective until at least 30 days after receipt by the
                           Administrative Agent of written notice thereof, (ii)
                           name the Administrative Agent as insured party or
                           loss payee, and (iii) be reasonably satisfactory in
                           all other respects to the Administrative Agent.

                  (i)      Limitation on Liens on Collateral. No Grantor will
                           create, incur or permit to exist, and each Grantor
                           will take all commercially reasonable actions to
                           defend the Collateral against, and will take such
                           other commercially reasonable action as is necessary
                           to remove, any Lien or claim on or to the Collateral,
                           other than the Liens created hereby and other than as
                           permitted pursuant to the Credit Agreement, and will
                           take all commercially reasonable actions to defend
                           the right, title and interest of the Administrative
                           Agent and the Lenders in and to any of the Collateral
                           against the claims and demands of all Persons
                           whomsoever.

                  (j)      Limitations on Dispositions of Collateral. No Grantor
                           will sell, transfer, lease or otherwise dispose of
                           any of the Collateral, or attempt, offer or contract
                           to do so except as permitted by the Credit Agreement.
                           Concurrently with any such permitted disposition, the
                           property acquired by a transferee in such disposition
                           shall automatically be released from the security
                           interest created by this Agreement (the "Security
                           Interest"'). It is acknowledged and agreed that
                           notwithstanding any release of property from the
                           Security Interest in accordance with the foregoing
                           provisions of this Section, the Security Interest
                           shall in any event continue in the Proceeds of
                           Collateral. The Administrative Agent shall promptly
                           execute and deliver (and, when appropriate, shall
                           cause any separate agent, co-agent or trustee to
                           execute and deliver) any releases, instruments or
                           documents reasonably requested by any Grantor to
                           accomplish or confirm the release of Collateral
                           provided by this Section. Any such release of
                           Collateral provided by the Administrative Agent shall
                           specifically describe that portion of the Collateral
                           to be released, shall be expressed to be
                           unconditional and shall be without recourse or
                           warranty (other than a warranty that the
                           Administrative Agent has not assigned its rights and
                           interests to any other Person). Such Grantor shall
                           pay all of the Administrative Agent's reasonable
                           expenses in connection with any release of
                           Collateral.

                  (k)      Limitations on Modifications, Waivers, Extensions of
                           Agreements Giving Rise to Accounts. No Grantor will
                           (i) amend, modify, terminate or waive any provision
                           of any Contract, agreement or lease giving rise to an
                           Account or License in any manner which could
                           reasonably be expected to materially adversely affect
                           the

<PAGE>

                                                                              13

                           value of such Contract, Account or License as
                           Collateral, except in a manner consistent with the
                           ordinary and customary conduct of its business, (ii)
                           fail to exercise promptly and diligently each and
                           every material right which it may have under each
                           material Contract, agreement or lease giving rise to
                           an Account or License (other than any right of
                           termination), except in a manner consistent with the
                           ordinary and customary conduct of its business or
                           (iii) fail to deliver to the Administrative Agent
                           upon its reasonable request a copy of each material
                           demand, notice or document received by it relating in
                           any way to any material Contract, agreement or lease
                           giving rise to an Account or License except, with
                           respect to clauses (i) and (ii) to the extent that
                           such amendment, modification, termination, waiver or
                           failure would not reasonably be expected to have a
                           material adverse effect on the business, property,
                           operations or financial condition of the Company and
                           its Subsidiaries taken as a whole.

                  (l)      Limitations on Discounts, Compromises, Extensions of
                           Accounts. Other than in the ordinary course of
                           business as generally conducted by each Grantor over
                           a period of time, no Grantor will grant any extension
                           of the time of payment of any of the Accounts,
                           compromise, compound or settle the same for less than
                           the full amount thereof, release, wholly or
                           partially, any Person liable for the payment thereof,
                           or allow any credit or discount whatsoever thereon.

                  (m)      Maintenance of Equipment. Each Grantor will maintain
                           each item of Equipment in good operating condition,
                           ordinary wear and tear and immaterial impairments of
                           value and damage by the elements excepted, and will
                           provide all maintenance, service and repairs
                           necessary for such purpose.

                  (n)      Further Identification of Collateral. Each Grantor
                           will furnish to the Administrative Agent from time to
                           time statements and schedules further identifying and
                           describing the Collateral and such other reports in
                           connection with the Collateral as the Administrative
                           Agent may reasonably request, all in reasonable
                           detail.

                  (o)      Notices. Each Grantor will advise the Administrative
                           Agent and the Lenders promptly, in reasonable detail,
                           at their respective addresses set forth in the Credit
                           Agreement, (i) of any Lien (other than Liens created
                           hereby or permitted under the Credit Agreement) on,
                           or claim asserted against, any of the Collateral and
                           (ii) of the occurrence of any other event which could
                           reasonably be expected to have a material adverse
                           effect on the aggregate value of the Collateral or on
                           the Liens created hereunder.

                  (p)      Changes in Locations, Name, etc. No Grantor will (i)
                           change the location of its jurisdiction of
                           incorporation or chief executive office/chief place
                           of business from that specified on Schedule VI hereto
                           or remove its books and records from the location
                           specified on Schedule VI hereto or (ii) change its
                           name (including the adoption of any new trade name),
                           identity or corporate structure to such an extent
                           that any financing statement filed by the
                           Administrative Agent in connection with this
                           Agreement would become seriously misleading, unless
                           it shall have provided at least 15 days' prior
                           written notice to the Administrative Agent of any
                           such event and provide the Administrative Agent with
                           the new location of its chief executive office/chief
                           place of business and its books and records and the
                           change in any Grantor's name, as the case may be. Any
                           notice given pursuant to this Section

<PAGE>

                                                                              14

                           5(p) shall be deemed to amend Schedule VI hereto. In
                           connection with any actions permitted pursuant to
                           clause (i) of this Section 5(p), the Administrative
                           Agent shall be entitled to receive any legal opinions
                           it reasonably requests as to the continued perfection
                           of the security interest granted hereby in the
                           Collateral, which opinions shall be deemed
                           satisfactory to the Administrative Agent if
                           substantially similar to the perfection opinions
                           given by Gibson, Dunn & Crutcher LLP on the Closing
                           Date.

                  (q)      Copyrights. Each Grantor (i) will employ the
                           Copyright for each material published work with such
                           notice of copyright as may be required by law to
                           secure copyright protection and (ii) will not do any
                           act or knowingly omit to do any act whereby any
                           material Copyright may become invalidated and:

                           (A) will not do any act, or omit to do any act,
         whereby any material Copyright may become injected into the public
         domain;

                           (B) shall notify the Administrative Agent immediately
         if it knows, or has reason to know, that any material Copyright may
         become injected into the public domain or of any adverse determination
         or development (including, without limitation, the institution of, or
         any such determination or development in, any court or tribunal in the
         United States or any other country) regarding such Grantor's ownership
         of any such Copyright or its validity;

                           (C) will take all necessary steps as it shall deem
         appropriate under the circumstances in its reasonable discretion, to
         maintain and pursue each application (and to obtain the relevant
         registration) and to maintain each registration of each material
         Copyright owned by such Grantor including, without limitation, filing
         of applications for renewal, where necessary; and

                           (D) will promptly notify the Administrative Agent of
         any material infringement of any material Copyright of such Grantor of
         which it becomes aware and will take such actions as it shall
         reasonably deem appropriate under the circumstances to protect such
         Copyright, including, where appropriate, the bringing of suit for
         infringement, seeking injunctive relief and seeking to recover any and
         all damages for such infringement.

                  (r)      Patents and Trademarks.

                                    (i) Each Grantor (either itself or through
                  licensees) will, except with respect to any Trademark that
                  such Grantor shall reasonably determine is of immaterial
                  economic value to it or otherwise reasonably determines not to
                  do so, (A) continue to use each Trademark on each and every
                  trademark class of goods applicable to its current line as
                  reflected in its current catalogs, brochures and price lists
                  in order to maintain such Trademark in full force free from
                  any claim of abandonment for non-use, (B) maintain as in the
                  past the quality of products and services offered under such
                  Trademark, (C) use reasonable efforts to employ such Trademark
                  with the appropriate notice of registration, (D) not adopt or
                  use any mark which is confusingly similar or a colorable
                  imitation of such Trademark unless within 45 days after such
                  use or adoption the Administrative Agent, for the ratable
                  benefit of the Lenders, shall obtain a perfected security
                  interest in such mark pursuant to this Agreement, and (E) not
                  (and not permit any licensee or sublicensee thereof to) do any
                  act or knowingly omit to do any act whereby any Trademark may
                  become invalidated.

<PAGE>

                                                                              15

                                    (ii) No Grantor will, except with respect to
                  any Patent that such Grantor shall reasonably determine is of
                  immaterial economic value to it or otherwise reasonably
                  determines so to do, do any act, or omit to do any act,
                  whereby any Patent may become abandoned or dedicated.

                                    (iii) Each Grantor will notify the
                  Administrative Agent immediately if it knows, that any
                  material registered application relating to any Patent, or any
                  application or registration relating to any Trademark may
                  become abandoned or dedicated, or of any adverse determination
                  or material development (including, without limitation, the
                  institution of, or any such determination or development in,
                  any proceeding in the United States Patent and Trademark
                  Office or any court or tribunal in any country) regarding such
                  Grantor's ownership of any Patent or Trademark or its right to
                  register the same or to keep and maintain the same.

                                    (iv) Whenever any Grantor, either by itself
                  or through any agent, employee, licensee or designee, shall
                  file an application for any Patent or for the registration of
                  any Trademark with the United States Patent and Trademark
                  Office, such Grantor shall report such filing to the
                  Administrative Agent within five Business Days after the last
                  day of the fiscal year in which such filing occurs. Upon
                  request of the Administrative Agent, such Grantor shall
                  execute and deliver any and all agreements, instruments,
                  documents, and papers as the Administrative Agent may request
                  to evidence the Administrative Agent's security interest in
                  any Patent or Trademark and the goodwill and general
                  intangibles of such Grantor relating thereto or represented
                  thereby, and each Grantor hereby appoints and constitutes the
                  Administrative Agent its attorney-in-fact to execute and file
                  all such writings for the foregoing purposes, all acts of such
                  attorney being hereby ratified and confirmed; such power being
                  coupled with an interest and is irrevocable until the
                  Obligations are paid in full, the Commitments are terminated
                  and no Letters of Credit are outstanding.

                                    (v) Each Grantor, except with respect to any
                  Patent or Trademark such Grantor shall reasonably determine is
                  of immaterial economic value to it or it otherwise reasonably
                  determines not to so do and except with respect to any
                  Trademark that is not registrable, will take all reasonable
                  and necessary steps, including, without limitation, in any
                  proceeding before the United States Patent and Trademark
                  Office, or any similar office or agency in any other country
                  or any political subdivision thereof, to maintain and pursue
                  each application (and to obtain the relevant registration or
                  Patent) and to maintain each Patent and each registration of
                  Trademarks, including, without limitation, filing of
                  applications for renewal, affidavits of use and affidavits of
                  incontestability when appropriate.

                                    (vi) In the event that any Patent or
                  material registered Trademark included in the Collateral is
                  infringed, misappropriated or diluted by a third party which
                  could reasonably be expected to have a material adverse effect
                  on the business, property, operations or financial condition
                  of the Company and its Subsidiaries taken as a whole, such
                  Grantor shall promptly notify the Administrative Agent after
                  it learns thereof and shall, unless such Grantor shall
                  reasonably determine that such Patent or Trademark is of
                  immaterial economic value to such Grantor, or take such other
                  actions as such Grantor shall reasonably deem appropriate
                  under the circumstances to protect such Patent or Trademark,
                  including but not limited to taking action to promptly sue for
                  infringement, misappropriation or dilution, to seek injunctive
                  relief where appropriate and to recover any and all damages
                  for such infringement, misappropriation or dilution.

<PAGE>

                                                                              16

                  (s)      Investment Property.

                                    (i) If such Grantor shall, as a result of
                  its ownership of the Pledged Stock, become entitled to receive
                  or shall receive any stock certificate (including, without
                  limitation, any certificate representing a stock dividend or a
                  distribution in connection with any reclassification, increase
                  or reduction of capital or any certificate issued in
                  connection with any reorganization), option or rights in
                  respect of the Capital Stock of any Issuer, whether in
                  addition to, in substitution of, as a conversion of, or in
                  exchange for, any shares of the Pledged Stock, or otherwise in
                  respect thereof, such Grantor shall accept the same as the
                  agent of the Administrative Agent and the Lenders, hold the
                  same in trust for the Administrative Agent and the Lenders and
                  deliver the same forthwith to the Administrative Agent in the
                  exact form received, duly indorsed by such Grantor to the
                  Administrative Agent, if required, together with an undated
                  stock power covering such certificate duly executed in blank
                  by such Grantor and with, if the Administrative Agent so
                  requests, signature guaranteed, to be held by the
                  Administrative Agent, subject to the terms hereof, as
                  additional collateral security for the Obligations.

                                    (ii) Without the prior written consent of
                  the Administrative Agent, such Grantor will not (A) sell,
                  assign, transfer, exchange, or otherwise dispose of, or grant
                  any option with respect to, the Investment Property or
                  Proceeds thereof (except pursuant to a transaction expressly
                  permitted by the Credit Agreement) or (B) create, incur or
                  permit to exist any Lien or option in favor of, or any claim
                  of any Person with respect to, any of the Investment Property
                  or Proceeds thereof, or any interest therein, except for the
                  Lien provided for by this Agreement and Permitted Liens.

                                    (iii) In the case of each Grantor which is
                  an Issuer, such Issuer agrees that (A) it will be bound by the
                  terms of this Agreement relating to the Investment Property
                  issued by it and will comply with such terms insofar as such
                  terms are applicable to it, (B) it will notify the
                  Administrative Agent promptly in writing of the occurrence of
                  any of the events described in Section 5(s)(i) hereof with
                  respect to the Investment Property issued by it and (C) the
                  terms of Sections 7(c) and 10 hereof shall apply to it,
                  mutatis mutandis, with respect to all actions that may be
                  required of it pursuant to Section 7(c) or 10 with respect to
                  the Investment Property issued by it.

                  6.       Administrative Agent's Appointment as
                           Attorney-in-Fact.

                  (a)      Powers. Each Grantor hereby irrevocably constitutes
                           and appoints the Administrative Agent and any officer
                           or agent thereof, with full power of substitution, as
                           its true and lawful attorney-in-fact with full
                           irrevocable power and authority in the place and
                           stead of such Grantor and in the name of such Grantor
                           or in its own name, from tune to time after the
                           occurrence, and during the continuation, of an Event
                           of Default in the Administrative Agent's discretion,
                           for the purpose of carrying out the terms of this
                           Agreement, to take any and all appropriate action and
                           to execute any and all documents and instruments
                           which may be necessary or desirable to accomplish the
                           purposes of this Agreement, and, without limiting the
                           generality of the foregoing, each Grantor hereby
                           gives the Administrative Agent the power and right,
                           on behalf of such Grantor, without notice to or
                           assent by such Grantor, to do the following:

                                    (i) in the name of such Grantor or its own
                  name, or otherwise, to take possession of and indorse and
                  collect any checks, drafts, notes, acceptances or other

<PAGE>

                                                                              17

                  instruments for the payment of moneys due under any Account,
                  Instrument, License or General Intangible or with respect to
                  any other Collateral and to file any claim or to take any
                  other action or proceeding in any court of law or equity or
                  otherwise deemed appropriate by the Administrative Agent for
                  the purpose of collecting any and all such moneys due under
                  any Account, Instrument, License or General Intangible or with
                  respect to any other Collateral whenever payable;

                                    (ii) to pay or discharge taxes and Liens
                  levied or placed on or threatened against the Collateral,
                  provided that if such taxes are being contested in good faith
                  and by appropriate proceedings, the Administrative Agent will
                  consult with such Grantor before making any such payment; and

                                    (iii) (A) to direct any party liable for any
                  payment under any of the Collateral to make payment of any and
                  all moneys due or to become due thereunder directly to the
                  Administrative Agent or as the Administrative Agent shall
                  direct; (B) to ask or demand for, collect, receive payment of
                  and receipt for, any and all moneys, claims and other amounts
                  due or to become due at any time in respect of or arising out
                  of any Collateral; (C) to sign and indorse any invoices,
                  freight or express bills, bills of lading, storage or
                  warehouse receipts, drafts against debtors, assignments,
                  verifications, notices and other documents in connection with
                  any of the Collateral; (D) to commence and prosecute any
                  suits, actions or proceedings at law or in equity in any court
                  of competent jurisdiction to collect the Collateral or any
                  thereof and to enforce any other right in respect of any
                  Collateral; (E) to defend any suit, action or proceeding
                  brought against such Grantor with respect to any Collateral;
                  (F) to settle, compromise or adjust any suit, action or
                  proceeding described in clause (E) above and, in connection
                  therewith, to give such discharges or releases as the
                  Administrative Agent may deem appropriate; (G) to assign any
                  Patent or Trademark (along with the goodwill of the business
                  to which any such Trademark pertains), throughout the world
                  for such term or terms, on such conditions, and in such
                  manner, as the Administrative Agent shall in its sole
                  discretion determine; and (H) generally, to sell, transfer,
                  pledge and make any agreement with respect to or otherwise
                  deal with any of the Collateral as fully and completely as
                  though the Administrative Agent were the absolute owner
                  thereof for all purposes, and to do, at the Administrative
                  Agent's option and such Grantor's expense, at any time, or
                  from time to time, all acts and things which the
                  Administrative Agent reasonably deems necessary to protect,
                  preserve or realize upon the Collateral and the Administrative
                  Agent's and the Lenders' Liens thereon and to effect the
                  intent of this Agreement, all as fully and effectively as such
                  Grantor might do.

         Each Grantor hereby ratifies all that said attorneys shall lawfully do
         or cause to be done by virtue hereof. This power of attorney is a power
         coupled with an interest and shall be irrevocable.

                  (b)      Other Powers. Each Grantor also authorizes the
                           Administrative Agent, at any time and from time to
                           time, to execute, in connection with the sale
                           provided for in Section 9 or 10 hereof, any
                           indorsement, assignments or other instruments of
                           conveyance or transfer with respect to the
                           Collateral.

                  (c)      No Duty on Administrative Agent's or Lenders' Part.
                           The powers conferred on the Administrative Agent and
                           the Lenders hereunder are solely to protect the
                           Administrative Agent's and the Lenders' interests in
                           the Collateral and shall not impose any duty upon the
                           Administrative Agent or any Lender to exercise any
                           such powers. The Administrative Agent and the Lenders
                           shall be accountable only

<PAGE>

                                                                              18

                           for amounts that they actually receive as a result of
                           the exercise of such powers, and neither they nor any
                           of their officers, directors, employees or agents
                           shall be responsible to any Grantor for any act or
                           failure to act hereunder, except for their own gross
                           negligence or willful misconduct or failure to comply
                           with mandatory provisions of applicable law.

                  7.       Investment Property.

                  (a)      Unless an Event of Default shall have occurred and be
                           continuing, each Grantor shall be permitted to
                           receive all cash dividends paid by the relevant
                           Issuer to the extent permitted in the Credit
                           Agreement in respect of the Pledged Stock, and all
                           payments made in respect of the Pledged Notes, and to
                           exercise all voting and corporate rights with respect
                           to the Investment Property; provided, however, that
                           each Grantor agrees that it shall not vote in any way
                           that would be inconsistent with or result in any
                           violation of any provision of the Credit Agreement,
                           the Notes, the Security Documents or any of the other
                           Credit Documents. The Administrative Agent shall, at
                           the Company's sole cost and expense, execute and
                           deliver (or cause to be executed and delivered) to
                           the Company all proxies and other instruments as the
                           Company may reasonably request for the purpose of
                           enabling any Grantor to exercise the voting and other
                           rights that it is entitled to exercise pursuant to
                           this Section.

                  (b)      If an Event of Default shall occur and be continuing,
                           (i) the Administrative Agent shall have the right to
                           receive any and all cash dividends, payments or other
                           Proceeds paid in respect of the Investment Property
                           and make application thereof to the Obligations in
                           such order as the Administrative Agent may determine,
                           and (ii) any or all of the Investment Property may be
                           registered in the name of the Administrative Agent or
                           its nominee, and, subject to the terms of this
                           Agreement, the Administrative Agent or its nominee
                           may thereafter exercise (A) all voting, corporate and
                           other rights pertaining to such Investment Property
                           at any meeting of shareholders of the relevant Issuer
                           or Issuers or otherwise and (B) any and all rights of
                           conversion, exchange and subscription and any other
                           rights, privileges or options pertaining to such
                           Investment Property as if it were the absolute owner
                           thereof (including, without limitation, the right to
                           exchange at its discretion any and all of the
                           Investment Property upon the merger, consolidation,
                           reorganization, recapitalization or other fundamental
                           change in the corporate structure of any Issuer, or
                           upon the exercise by any Grantor or the
                           Administrative Agent of any right, privilege or
                           option pertaining to such Investment Property, and in
                           connection therewith, the right to deposit and
                           deliver any and all of the Investment Property with
                           any committee, depositary, transfer agent, registrar
                           or other designated agency upon such terms and
                           conditions as the Administrative Agent may
                           determine), all without liability except to account
                           for property actually received by it, and except for
                           its gross negligence or willful misconduct or failure
                           to comply with the provisions of Section 13 hereof,
                           but the Administrative Agent shall have no duty to
                           any Grantor to exercise any such right, privilege or
                           option and shall not be responsible for any failure
                           to do so or delay in so doing.

                  (c)      Each Grantor hereby authorizes and instructs each
                           Issuer of any Investment Property pledged by such
                           Grantor hereunder to comply with any instruction
                           received by it from the Administrative Agent in
                           writing that (i) states that an Event of Default has
                           occurred and is continuing and (ii) is otherwise in
                           accordance with

<PAGE>

                                                                              19

                           the terms of this Agreement, without any other or
                           further instructions from such Grantor, and each
                           Grantor agrees that each Issuer shall be fully
                           protected in so complying, to the extent such
                           instruction is in compliance with applicable law.

                  (d)      The rights of the Administrative Agent and the
                           Lenders hereunder shall not be conditioned or
                           contingent upon the pursuit by the Administrative
                           Agent or any Lenders of any right or remedy against
                           any other Person which may be or become liable in
                           respect of all or any part of the Obligations or
                           against any collateral security therefor, guarantee
                           therefor or right of offset with respect thereto.
                           Neither the Administrative Agent nor any Lenders
                           shall be liable for any failure to demand, collect or
                           realize upon all of any part of the Collateral or for
                           any delay in doing so, nor shall the Administrative
                           Agent be under any obligation to sell or otherwise
                           dispose of any Collateral upon the request of any
                           Grantor or any other Person or to take any other
                           action whatsoever with regard to the Collateral or
                           any part thereof. The Administrative Agent agrees to
                           release promptly to the Company any dividends, cash,
                           securities, instruments and other property paid,
                           payable or otherwise distributed in respect of the
                           Collateral which it may receive under Section 7(b)
                           hereof if, prior to the occurrence of an acceleration
                           of any of the Obligations, all Defaults and Events of
                           Default have been waived or are no longer continuing.

                  8.       Performance by Administrative Agent of Any Grantor's
Obligations. If any Grantor fails to perform or comply with any of its
agreements contained herein and the Administrative Agent, as provided for by the
terms of this Agreement, shall itself perform or comply, or otherwise cause
performance or compliance, with such agreement, the expenses of the
Administrative Agent incurred in connection with such performance or compliance,
together with interest thereon at a rate per annum equal to 2% plus the
Alternate Base Rate, shall be payable by such Grantor to the Administrative
Agent on demand and shall constitute Obligations secured hereby; provided that
the Administrative Agent shall in any event first have given such Grantor
written notice of its intent to do the same and such Grantor shall not have,
within 30 days of such notice (or such shorter period as the Administrative
Agent may reasonably determine is necessary in order to preserve the benefits of
this Agreement with respect to any material portion of the Collateral), paid
such claim or obtained to the Administrative Agent's satisfaction the release of
the claim or Lien to which such notice relates.

                  9.       Remedies. If an Event of Default shall occur and be
continuing, the Administrative Agent on behalf of the Lenders, except with
respect to the Pledged Stock, exercise, in addition to all other rights and
remedies granted to them in this Agreement and in any other instrument or
agreement securing, evidencing or relating to the Obligations, all rights and
remedies of a Lender under the Code. With respect to the Pledged Stock, in the
event that any portion of the Obligations has been declared or becomes due and
payable in accordance with the terms of the Credit Agreement, the Administrative
Agent on behalf of the Lenders may exercise, in addition to all other rights and
remedies granted to them in this Agreement and in any other instrument or
agreement securing, evidencing or relating to the Obligations, all rights and
remedies of a Lender under the Code. Without limiting the generality of the
foregoing, the Administrative Agent, without demand of performance or other
demand, presentment, protest, advertisement or notice of any kind (except any
notice required by law referred to below) to or upon any Grantor or any other
Person (all and each of which demands, defenses, advertisements and notices are
hereby waived), may in such circumstances forthwith collect, receive,
appropriate and realize upon the Collateral, or any part thereof, and/or may
forthwith sell, lease, assign, give an option or options to purchase, or
otherwise dispose of and deliver the Collateral or any part thereof (or contract
to do any of the foregoing), in one or more parcels at public or private sale or
sales, in the over-the-counter market, at any exchange, broker's board or office
of the Administrative Agent or any

<PAGE>

                                                                              20

Lender or elsewhere upon such terms and conditions as it may deem advisable and
at such prices as it may deem best, for cash or on credit or for future delivery
without assumption of any credit risk. The Administrative Agent or any Lender
shall have the right upon any such public sale or sales, and, to the extent
permitted by law, upon any such private sale or sales, to purchase the whole or
any part of the Collateral so sold, free of any right or equity of redemption in
any Grantor, which right or equity is hereby waived and released. The
Administrative Agent shall apply the net proceeds of any such collection,
recovery, receipt, appropriation, realization or sale, after deducting all
reasonable costs and expenses of every kind incurred therein or incidental to
the care or safekeeping of any of the Collateral or in any way relating to the
Collateral or the rights of the Administrative Agent and the Lenders hereunder,
including, without limitation, reasonable attorneys' fees and disbursements, to
the payment in whole or in part of the Obligations, in such order as the
Administrative Agent may elect subject to Section 5.9 of the Credit Agreement,
and only after such application and after the payment by the Administrative
Agent of any other amount required by any provision of law, including, without
limitation, Section 9-615(a)(3) of the Code, need the Administrative Agent
account for the surplus, if any, to such Grantor. To the extent permitted by
applicable law, each Grantor waives all claims, damages and demands it may
acquire against the Administrative Agent or any Lender arising out of the
exercise by them of any rights hereunder, except to the extent arising from the
gross negligence or willful misconduct of the Administrative Agent or such
Lender. If any notice of a proposed sale or other disposition of Collateral
shall be required by law, such notice shall be deemed reasonable and proper if
given at least 10 days before such sale or other disposition. Such Grantor shall
remain liable for any deficiency if the proceeds of any sale or other
disposition of the Collateral are insufficient to pay the Obligations and the
fees and disbursements of any attorneys employed by the Administrative Agent or
any Lender to collect such deficiency.

                  10.      Registration Rights.

                  (a)      If the Administrative Agent shall determine to
                           exercise its right to sell any or all of the Pledged
                           Stock pursuant to Section 9 hereof, and if in the
                           opinion of the Administrative Agent it is necessary
                           or advisable to have the Pledged Stock, or that
                           portion thereof to be sold, registered under the
                           provisions of the Securities Act, the relevant
                           Grantor will cause the Issuer thereof to (i) execute
                           and deliver, and cause the directors and officers of
                           such Issuer to execute and deliver, all such
                           instruments and documents, and do or cause to be done
                           all such other acts as may be, in the opinion of the
                           Administrative Agent, necessary or advisable to
                           register the Pledged Stock, or that portion thereof
                           to be sold, under the provisions of the Securities
                           Act, (ii) use its best efforts to cause the
                           registration statement relating thereto to become
                           effective and to remain effective for a period of 90
                           days from the date of the first public offering of
                           the Pledged Stock, or that portion thereof to be
                           sold, and (iii) make all amendments thereto and/or to
                           the related prospectus that, in the opinion of the
                           Administrative Agent, are necessary or advisable, all
                           in conformity with the requirements of the Securities
                           Act and the rules and regulations of the Securities
                           and Exchange Commission applicable thereto. Each
                           Grantor agrees to cause such Issuer to comply with
                           the provisions of the securities or "Blue Sky" laws
                           of any and all jurisdictions which the Administrative
                           Agent shall reasonably designate and to make
                           available to its security holders, as soon as
                           practicable, an earnings statement (which need not be
                           audited) which will satisfy the provisions of Section
                           11 (a) of the Securities Act.

                  (b)      Each Grantor recognizes that the Administrative Agent
                           may be unable to effect a public sale of any or all
                           the Pledged Stock, by reason of certain prohibitions
                           contained in the Securities Act and applicable state
                           securities laws or otherwise, and may be compelled to
                           resort to one or more private sales thereof to a
                           restricted

<PAGE>

                                                                              21

                           group of purchasers that will be obliged to agree,
                           among other things, to acquire such securities for
                           their own account for investment and not with a view
                           to the distribution or resale thereof. Each Grantor
                           acknowledges and agrees that any such private sale
                           may result in prices and other terms less favorable
                           than if such sale were a public sale and,
                           notwithstanding such circumstances, agrees that any
                           such private sale conducted in a manner that the
                           Administrative Agent in good faith believes to be
                           commercially reasonable under the circumstances shall
                           be deemed to have been made in a commercially
                           reasonable manner. The Administrative Agent shall be
                           under no obligation to delay a sale of any of the
                           Pledged Stock for the period of time necessary to
                           permit the Issuer thereof to register such securities
                           for public sale under the Securities Act, or under
                           applicable state securities laws, even if such Issuer
                           would agree to do so.

                  (c)      Each Grantor further agrees to use its best efforts
                           to do or cause to be done all such other acts as may
                           be necessary to make such sale or sales of all or
                           any portion of the Pledged Stock pursuant to this
                           Section 10 valid and binding and in compliance with
                           any and all other applicable Requirements of Law.
                           Each Grantor further agrees that a breach of any of
                           the covenants contained in this Section 10 will cause
                           irreparable injury to the Administrative Agent and
                           the Lenders, that the Administrative Agent and the
                           Lenders have no adequate remedy at law in respect of
                           such breach and, as a consequence, that each and
                           every covenant contained in this Section 10 shall be
                           specifically enforceable against such Grantor, and
                           such Grantor hereby waives and agrees not to assert
                           any defenses against an action for specific
                           performance of such covenants.

                  11.      No Subrogation. Notwithstanding any payment or
payments made by any Grantor hereunder or any set-off or application of funds of
any Grantor by any Lender, or the receipt of any amounts by the Administrative
Agent or any Lender with respect to any of the Collateral, no Grantor shall be
entitled to be subrogated to any of the rights of the Administrative Agent or
any Lender against the Company or any other Grantor or any collateral security
or guarantee or right of offset held by the Administrative Agent or any Lender
for the payment of the Obligations, nor shall any Grantor seek any reimbursement
from the Company or any other Grantor in respect of payments made by such
Grantor hereunder, or amounts realized by the Administrative Agent or any Lender
in connection with the Collateral, and any such rights of subrogation and
reimbursement of the Grantors are hereby waived until all amounts owing to the
Administrative Agent and the Lenders by the Grantors on account of the
Obligations are paid in full, the Commitments are terminated and either no
Letters of Credit are outstanding or each outstanding Letter of Credit has been
cash collateralized so that it is fully secured to the satisfaction of the
Administrative Agent.

                  12.      Amendments, etc. with Respect to the Obligations.
Each Grantor shall remain obligated hereunder, and the Collateral shall remain
subject to the Lien granted hereby notwithstanding that, without any reservation
of rights against any Grantor, and without notice to or further assent by such
Grantor, any demand for payment of any of the Obligations made by the
Administrative Agent or any Lender may be rescinded by the Administrative Agent
or any Lender, and any of the Obligations continued, and the Obligations, or the
liability of each Grantor or any other Person upon or for any part thereof, or
any collateral security or guarantee therefor or right of offset with respect
thereto, may, from time to time, in whole or in part, be renewed, extended,
amended, modified, accelerated, compromised, waived, surrendered, or released by
the Administrative Agent or any Lender, and the Credit Agreement, the Notes, the
other Credit Documents, any Interest Rate Agreements, any Foreign Currency
Agreements and any other documents executed and delivered in connection
therewith may be amended, modified, supplemented or terminated, in whole or
part, as the Administrative Agent or any Lender may deem

<PAGE>

                                                                              22

advisable from time to time, and any guarantee, right of offset or other
collateral security at any time held by the Administrative Agent or any Lender
for the payment of the Obligations may be sold, exchanged, waived, surrendered
or released. Neither the Administrative Agent nor any Lender shall have any
obligation to protect, secure, perfect or insure this or any other Lien at any
time held by it as security for the Obligations or any property subject thereto.
Each Grantor waives any and all notice of the creation, renewal, extension or
accrual of any of the Obligations and notice of or proof of reliance by the
Administrative Agent or any Lender upon this Agreement; the Obligations, and any
of them, shall conclusively be deemed to have been created, contracted or
incurred in reliance upon this Agreement; and all dealings between any Grantor
and the Administrative Agent or any Lender, shall likewise be conclusively
presumed to have been had or consummated in reliance upon this Agreement. Each
Grantor waives diligence, presentment, protest, demand for payment and notice of
default or nonpayment to or upon such Grantor with respect to the Obligations.

                  13.      Limitation on Duties Regarding Preservation of
Collateral. The Administrative Agent's sole duty with respect to the custody,
safekeeping and physical preservation of the Collateral in its possession, under
Section 9-207 of the Code or otherwise, shall be to deal with it in the same
manner as the Administrative Agent deals with similar property for its own
account. Neither the Administrative Agent, any Lender, nor any of their
respective directors, officers, employees or agents shall be liable for failure
to demand, collect or realize upon all or any part of the Collateral or for any
delay in doing so or shall be under any obligation to sell or otherwise dispose
of any Collateral upon the request of any Grantor or otherwise.

                  14.      Delegation of Duties. The Administrative Agent may
execute any of its duties under this Agreement by or through agents or
attorneys-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties. The Administrative Agent shall not be
responsible for the negligence or misconduct of any agents or attorneys-in-fact
selected by it with reasonable care, except as otherwise provided in subsection
11.3 of the Credit Agreement or Section 13 hereof.

                  15.      Powers Coupled with an Interest. All authorizations
and agencies herein contained with respect to the Collateral are irrevocable and
powers coupled with an interest.

                  16.      Severability. 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, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

                  17.      Section Headings. The section headings used in this
Agreement are for convenience of reference only and are not to affect the
construction hereof or be taken into consideration in the interpretation hereof.

                  18.      No Waiver: Cumulative Remedies. Neither the
Administrative Agent nor any Lender shall by any act (except by a written
instrument pursuant to Section 19 hereof), delay, indulgence, omission or
otherwise be deemed to have waived any right or remedy hereunder or to have
acquiesced in any Default or Event of Default or in any breach of any of the
terms and conditions hereof. No failure to exercise, nor any delay in
exercising, on the part of the Administrative Agent or any Lender, any right,
power or privilege hereunder shall operate as a waiver thereof. No single or
partial exercise of any right, power or privilege hereunder shall preclude any
other or further exercise thereof or the exercise of any other right, power or
privilege. A waiver by the Administrative Agent or any Lender of any right or
remedy hereunder on any one occasion shall not be construed as a bar to any
right or remedy which the Administrative Agent or such Lender would otherwise
have on any future occasion. The rights and

<PAGE>

                                                                              23

remedies herein provided are cumulative, may be exercised singly or concurrently
and are not exclusive of any rights or remedies provided by law.

                  19.      Integration; Waivers and Amendments; Successors and
Assigns; Governing Law. This Agreement and the other Credit Documents represent
the entire agreement of each Grantor with respect to the subject matter hereof
and there are no promises or representations by the Administrative Agent or any
Lender relative to the subject matter hereof not reflected herein or in the
other Credit Documents. None of the terms or provisions of this Agreement may be
waived, amended, supplemented or otherwise modified except by a written
instrument executed by each Grantor and the Administrative Agent, provided that
any provision of this Agreement may be waived by the Administrative Agent in a
written letter or agreement executed by the Administrative Agent or by telex or
facsimile transmission from the Administrative Agent. This Agreement shall be
binding upon the successors and assigns of each Grantor and shall inure to the
benefit of the Administrative Agent and the Lenders and their respective
successors and assigns. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

                  20.      Submission To Jurisdiction; Waivers. Each Grantor
hereby irrevocably and unconditionally:

                  (a)      submits for itself and its property in any legal
                           action or proceeding relating to this Agreement and
                           the other Credit Documents to which it is a party, or
                           for recognition and enforcement of any judgment in
                           respect thereof, to the non-exclusive general
                           jurisdiction of the Courts of the State of New York,
                           the courts of the United States of America for the
                           Southern District of New York, and appellate courts
                           from any thereof;

                  (b)      consents that any such action or proceeding may be
                           brought in such courts and waives any objection that
                           it may now or hereafter have to the venue of any such
                           action or proceeding in any such court or that such
                           action or proceeding was brought in an inconvenient
                           court and agrees not to plead or claim the same;

                  (c)      agrees that service of process in any such action or
                           proceeding may be effected by mailing a copy thereof
                           by registered or certified mail (or any substantially
                           similar form of mail), postage prepaid, to such
                           Grantor at its address referred to in subsection 12.2
                           of the Credit Agreement or at such other address of
                           which the Administrative Agent shall have been
                           notified pursuant thereto;

                  (d)      agrees that nothing herein shall affect the right to
                           effect service of process in any other manner
                           permitted by law or shall limit the right to sue in
                           any other jurisdiction; and

                  (e)      waives, to the maximum extent not prohibited by law,
                           any right it may have to claim or recover in any
                           legal action or proceeding referred to in this
                           Section any special, exemplary, punitive or
                           consequential damages.

                  21.      Notices. All notices, requests and demands to or upon
each Grantor or the Administrative Agent or any Lender to be effective shall be
in writing or by telecopy and unless otherwise expressly provided herein, shall
be deemed to have been duly given or made when delivered by hand, or, in the
case of mail, three days after deposit in the postal system, first class postage
prepaid, or, in

<PAGE>

                                                                              24

the case of telecopy notice, when sent, addressed to a party at the address
provided for such party (including any addresses for copies) in subsection 12.2
of the Credit Agreement.

                  22.      Counterparts. This Agreement may be executed by one
or more of the parties hereto on any number of separate counterparts and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument.

                  23.      Authority of Administrative Agent. Each Grantor
acknowledges that the rights and responsibilities of the Administrative Agent
under this Agreement with respect to any action taken by the Administrative
Agent or the exercise or non-exercise by the Administrative Agent of any option,
right, request, judgment or other right or remedy provided for herein or
resulting or arising out of this Agreement shall, as between the Administrative
Agent and the Lenders, be governed by the Credit Agreement and by such other
agreements with respect thereto as may exist from time to time among them, but,
as between the Administrative Agent and each Grantor, the Administrative Agent
shall be conclusively presumed to be acting as agent for the Lenders with full
and valid authority so to act or refrain from acting, and such Grantor shall
not be under any obligation, or entitlement, to make any inquiry respecting such
authority.

                  24.      Additional Grantors. Each Subsidiary of the Company
that is required to become a party to this Agreement pursuant to subsection
8.9(b) of the Credit Agreement shall become a Grantor for all purposes of this
Agreement, and a Guarantor for all purposes of the Subsidiary Guarantee, upon
execution and delivery by such Subsidiary of an Assumption Agreement in the form
of Annex 1 hereto.

                  25.      Releases. The Administrative Agent and the Lenders
agree to cooperate with each Grantor with respect to any sale permitted by
subsection 9.5 of the Credit Agreement and promptly take such action and execute
and deliver such instruments and documents necessary to release the Liens and
security interests created hereby relating to any of the assets or property
affected by any sale permitted by subsection 9.5 of the Credit Agreement (or
otherwise released pursuant to the Credit Agreement or at the direction of the
Required Lenders (or all Lenders if required by the Credit Agreement))
including, without limitation, any necessary Uniform Commercial Code amendment,
termination or partial termination statement.

                  26.      Termination. This Agreement (other than with respect
to any cash collateral securing any outstanding Letter of Credit) shall
terminate when all the Obligations have been paid in full, the Commitments have
been terminated and either no Letters of Credit are outstanding or each
outstanding Letter of Credit has been cash collateralized so that it is fully
secured to the satisfaction of the Administrative Agent. Upon such termination,
the Administrative Agent shall reassign and redeliver (or cause to be reassigned
and redelivered) to each Grantor, or to such person or persons as such Grantor
shall designate, or to whomever may be lawfully entitled to receive such
surplus, against receipt, such of the Collateral (if any) (other than with
respect to any cash collateral securing any outstanding Letter of Credit) as
shall not have been sold or otherwise applied by the Administrative Agent
pursuant to the terms hereof and shall still be held by it hereunder, together
with appropriate instruments or reassignment and release. Any such reassignment
and release shall be without recourse upon or warranty by the administrative
Agent (other than a warranty that the Administrative Agent has not assigned its
rights and interests hereunder to any Person) and at the expense of each
Grantor.

                  27.      WAIVER OF JURY TRIAL. EACH GRANTOR HEREBY IRREVOCABLY
AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING
RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM
THEREIN.

<PAGE>

                                                                              25

                  IN WITNESS WHEREOF, each Grantor and the Administrative Agent
have caused this Agreement to be duly executed and delivered as of the date
first above written.

                                    WERNER HOLDING CO. (DE), INC.

                                    By:__________________________________
                                       Name:
                                       Title:

                                    WERNER CO.

                                    By: __________________________________
                                        Name:
                                        Title:

                                    WIP TECHNOLOGIES, INC.

                                    By:___________________________________
                                        Name:
                                        Title:

Accepted and agreed to:

JPMORGAN CHASE BANK, as
Administrative Agent

By:______________________________
   Name:
   Title:

<PAGE>

                                                                   Schedule I to
                                                            Collateral Agreement

                        Copyrights and Copyright Licenses

<PAGE>

                                                                  Schedule II to
                                                            Collateral Agreement

                           Patents and Patent Licenses

<PAGE>

                                                                 Schedule III to
                                                            Collateral Agreement

                        Trademarks and Trademark Licenses

<PAGE>

                                                                  Schedule IV to
                                                            Collateral Agreement

                                  Pledged Notes

          Issuer                      Payee              Principal Amount
<PAGE>

                                                                   Schedule V to
                                                            Collateral Agreement

                                 Pledged Stock

<TABLE>
<CAPTION>
Issuer   Class of Stock        Stock Certificate No.       No. of Shares
<S>      <C>                   <C>                         <C>
</TABLE>

<PAGE>

                                                                  Schedule VI to
                                                            Collateral Agreement

      Jurisdiction of Incorporation and Location of Chief Executive Office

           Grantor                                   Jurisdiction/Location

<PAGE>

                           ACKNOWLEDGMENT AND CONSENT

         The undersigned hereby acknowledges receipt of a copy of the Collateral
Agreement, dated as of June 11, 2003 (the "Collateral Agreement"), made by the
Grantors parties thereto for the benefit of JPMorgan Chase Bank, as
Administrative Agent. The undersigned agrees to notify the Administrative Agent
promptly in writing of the occurrence of any of the events described in Section
5(s)(i) of the Collateral Agreement. The undersigned further agrees that the
terms of Sections 7(c) and 10 of the Collateral Agreement shall apply to it,
mutatis mutandis, with respect to all actions that may be required of it
pursuant to Section 7(c) or 10 of the Collateral Agreement, to the extent
permitted by applicable law.

                                          NAME OF ISSUER

                                          By ___________________________________
                                             Name:
                                             Title:

                                          Address for Notices:
                                          ______________________________________
                                          ______________________________________
                                          ______________________________________

                                          Fax:

<PAGE>

                                                                      Annex 1 to
                                                            Collateral Agreement

                  ASSUMPTION AGREEMENT, dated as of____,_____, made by
_______________, a________________corporation (the "Additional Subsidiary"), in
favor of JPMORGAN CHASE BANK, as administrative agent (in such capacity, the
"Administrative Agent") for the banks and other financial institutions (the
"Lenders") parties to the Credit Agreement referred to below. All capitalized
terms not defined herein shall have the meaning ascribed to them in the Credit
Agreement.

                              W I T N E S S E T H:

                  WHEREAS, Werner Holding Co. (DE), Inc., a Delaware corporation
(the "Company"), the Lenders, J. P. Morgan Securities, Inc. and Citigroup Global
Markets Inc., as Arrangers, Citigroup Global Markets Inc., as Syndication Agent,
and the Administrative Agent have entered into the Credit Agreement, dated as of
June 11, 2003 (as amended, supplemented or otherwise modified from time to time,
the "Credit Agreement"):

                  WHEREAS, the Company and certain of its Subsidiaries (other
than the Additional Subsidiary) have entered into the Collateral Agreement,
dated as of June 11, 2003 (as amended, supplemented or otherwise modified from
time to time, the "Collateral Agreement"), in favor of the Administrative Agent
for the ratable benefit of the Lenders;

                  WHEREAS, certain Subsidiaries of the Company (other than the
Additional Subsidiary) have entered into the Subsidiary Guarantee, dated as of
June 11, 2003 (as amended, supplemented or otherwise modified from time to time,
the "Subsidiary Guarantee"), in favor of the Administrative Agent for the
ratable benefit of the Lenders;

                  WHEREAS, the Credit Agreement requires the Additional
Subsidiary to become a party to the Collateral Agreement and to the Subsidiary
Guarantee; and

                  WHEREAS, the Additional Subsidiary has agreed to execute and
deliver this Assumption Agreement in order to become a party to the Collateral
Agreement;

                  NOW, THEREFORE, IT IS AGREED:

                  1. Collateral Agreement. By executing and delivering this
Assumption Agreement, the Additional Subsidiary, as provided in Section 24 of
the Collateral Agreement, hereby becomes a party to the Collateral Agreement as
a Grantor thereunder with the same force and effect as if originally named
therein as a Grantor and, without limiting the generality of the foregoing,
hereby expressly assumes all obligations and liabilities of a Grantor
thereunder. The information set forth in Annex 1-A hereto is hereby added to the
information set forth in the Schedules to the Collateral Agreement. The
Additional Subsidiary hereby represents and warrants that each of the
representations and warranties contained in Section 4 of the Collateral
Agreement is true and correct on and as the date hereof in all material respects
(after giving effect to this Assumption Agreement) as if made on and as of such
date.

                  2. Subsidiary Guarantee. By executing and delivering this
Assumption Agreement, the Additional Subsidiary, as provided in Section 18 of
the Subsidiary Guarantee, hereby becomes a party to

<PAGE>

                                                                               2

the Subsidiary Guarantee as a Guarantor thereunder with the same force and
effect as if originally named therein as a Guarantor and, without limiting the
generality of the foregoing, hereby expressly assumes all obligations and
liabilities of a Guarantor thereunder.

                  3. GOVERNING LAW. THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED
BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF
NEW YORK.

                  IN WITNESS WHEREOF, the undersigned has caused this Assumption
Agreement to be duly executed and delivered as of the date first above written.

                                          ADDITIONAL SUBSIDIARY

                                          By: __________________________________
                                              Name:
                                              Title:

<PAGE>

                                                                    Annex 1-A to
                                                            Assumption Agreement

                            Supplement to Schedule I

                            Supplement to Schedule II

                            Supplement to Schedule III

                            Supplement to Schedule IV

                            Supplement to Schedule V

                            Supplement to Schedule VI

<PAGE>

                                                                     EXHIBIT G-1
                                                                          TO THE
                                                                CREDIT AGREEMENT

                                     FORM OF
                               HOLDINGS GUARANTEE

         HOLDINGS GUARANTEE, dated as of June 11, 2003, made by Werner Holding
Co. (PA), Inc. (the "Guarantor"), in favor of JPMORGAN CHASE BANK, a New York
banking corporation, as administrative agent (in such capacity, the
"Administrative Agent") for the several lenders (the "Lenders") from time to
time parties to the Credit Agreement (as hereinafter defined).

                              W I T N E S S E T H:

         WHEREAS, Werner Holding Co. (DE), Inc., a Delaware corporation (the
"Company"), is party to a Credit Agreement, dated as of the date hereof, (as the
same may be amended, supplemented or otherwise modified from time to time, the
"Credit Agreement") among the Company, the Lenders, J. P. Morgan Securities,
Inc. and Citigroup Global Markets Inc., as Arrangers, Citigroup Global Markets
Inc., as Syndication Agent, and the Administrative Agent;

         WHEREAS, pursuant to the terms of the Credit Agreement, the Lenders
severally agreed to make certain extensions of credit to the Company;

         WHEREAS, the Company is a Subsidiary of the Guarantor;

         WHEREAS, the Company and the Guarantor are engaged in related
businesses, and the Guarantor will derive substantial direct and indirect
benefit from the making of the extensions of credit; and

         WHEREAS, under the Credit Agreement, the obligation of the Lenders to
make the extensions of credit to the Company on and after the date hereof is
conditioned upon, among other things, the execution and delivery by the
Guarantor of this Guarantee;

         NOW, THEREFORE, in consideration of the premises and to induce the
Lenders to enter into the Credit Agreement and to make their respective
extensions of credit to the Borrower under the Credit Agreement, the Guarantor
hereby agrees with and for the benefit of the Administrative Agent and the
Lenders as follows:

         1.       Defined Terms. As used in this Guarantee, terms defined in the
Credit Agreement or in the preamble or recitals hereto are used herein as
therein defined, and the following terms shall have the following meanings:

                  "Foreign Currency Agreements": all currency swaps, caps or
         collar agreements or similar arrangements providing for protection
         against fluctuations in currency exchange rates, either generally or
         under specific contingencies.

<PAGE>

                  "Obligations": shall mean (1) the unpaid principal amount of,
         and interest on (including interest accruing on or after the filing of
         any petition in bankruptcy, or the commencement of any insolvency,
         reorganization or like proceeding, relating to the Company, whether or
         not a claim for such post-filing or post-petition interest is allowed),
         the Loans and all other obligations and liabilities of the Company to
         the Administrative Agent, the Issuing Lender or the Lenders, whether
         direct or indirect, absolute or contingent, due or to become due, or
         now existing or hereafter incurred, which may arise under, out of, or
         in connection with, the Credit Agreement, any Letter of Credit, the
         other Credit Documents and any other document executed and delivered or
         given in connection therewith or herewith, whether on account of
         principal, interest, reimbursement obligations, fees, indemnities,
         costs, expenses (including, without limitation, all reasonable fees and
         disbursements of counsel to the Administrative Agent, the Issuing
         Lender or the Lenders that are required to be paid by the Company or
         the Guarantor pursuant to the terms of the Credit Agreement) or
         otherwise and (2) all obligations of the Company or any of its
         Subsidiaries to any Lender or Lenders or its or their Affiliates under
         or in respect of any Interest Rate Agreement or Foreign Currency
         Agreement.

         2.       Guarantee. (a) The Guarantor hereby, jointly and severally,
unconditionally and irrevocably, guarantees to the Administrative Agent, for the
benefit of the Administrative Agent, the Issuing Lender and the Lenders and
their respective successors, indorsees, transferees and assigns, the prompt and
complete payment and performance by the Company when due (whether at the stated
maturity, by acceleration or otherwise) of the Obligations, and the Guarantor
further agrees to pay any and all expenses (including, without limitation, all
reasonable fees and disbursements of counsel) which may be paid or incurred by
the Administrative Agent, the Issuing Lender or any Lender in enforcing, or
obtaining advice of counsel in respect of, any rights with respect to, or
collecting, any or all of the Obligations and/or enforcing any rights with
respect to, or collecting against, the Guarantor under this Guarantee.

                  (b)      Anything herein or in any other Credit Document to
the contrary notwithstanding, the maximum liability of the Guarantor hereunder
and under the other Credit Documents shall in no event exceed the amount which
can be guaranteed by the Guarantor under applicable federal and state laws
relating to the insolvency of debtors.

                  (c)      The Guarantor agrees that the Obligations may at any
time and from time to time exceed the amount of the liability of the Guarantor
hereunder without impairing this Guarantee or affecting the rights of the
Administrative Agent or any Lender hereunder.

                  (d)      No payment or payments made by any of the Company,
the Guarantor, any other guarantor or any other Person or received or collected
by the Administrative Agent or any Lender from the Company, the Guarantor, any
other guarantor or any other Person by virtue of any action or proceeding or any
set-off or appropriation or application at any time or from time to time in
reduction of or in payment of the Obligations shall be deemed to modify, reduce,
release or otherwise affect the liability of the Guarantor hereunder which
shall, notwithstanding any such payment or payments other than payments made by
the Guarantor in respect of the Obligations or payments received or collected
from the Guarantor in respect of the Obligations, remain liable for the
Obligations up to the maximum liability of the Guarantor hereunder until the
Obligations are paid in full, the Commitments are terminated and either no
Letters of Credit

                                       2

<PAGE>

are outstanding or each outstanding Letter of Credit has been cash
collateralized so that it is fully secured to the satisfaction of the
Administrative Agent.

                  (e)      The Guarantor agrees that whenever, at any time, or
from time to time, it shall make any payment to the Administrative Agent or any
Lender on account of its liability hereunder, it will notify the Administrative
Agent in writing that such payment is made under this Guarantee for such
purpose.

         3.       Right of Set-off. Upon the occurrence of any Event of
Default under any Credit Document, the Guarantor hereby irrevocably authorizes
each Lender at any time and from time to time without notice to the Guarantor or
any other guarantor, any such notice being expressly waived by the Guarantor, to
set off and appropriate and apply any and all deposits (general or special, time
or demand, provisional or final), in any currency, and any other credits,
indebtedness or claims, in any currency, in each case whether direct or
indirect, absolute or contingent, matured or unmatured, at any tune held or
owing by such Lender to or for the credit or the account of the Guarantor, or
any part thereof in such amounts as such Lender may elect, against and on
account of the obligations and liabilities of the Guarantor to such Lender
hereunder or under the Credit Agreement, the Notes, or the other Credit
Documents, as such Lender may elect, whether or not the Administrative Agent or
any Lender has made any demand for payment and although such obligations,
liabilities and claims may be contingent or unmatured. Each Lender agrees to
notify the Guarantor promptly of any such set-off and the application made by
such Lender, provided that the failure to give such notice shall not affect the
validity of such set-off and application. The rights of each Lender under this
paragraph are in addition to other rights and remedies (including, without
limitation, other rights of set-off) which such Lender may have.

         4.       No Subrogation. Notwithstanding any payment or payments made
by the Guarantor hereunder or any set-off or application of funds of the
Guarantor by any Lender, the Guarantor shall not be entitled to be subrogated to
any of the rights of the Administrative Agent or any Lender against the Company
or any other guarantor or any collateral security or guarantee or right of
offset held by any Lender for the payment of the Obligations, nor shall the
Guarantor seek or be entitled to seek any contribution or reimbursement from the
Company or any other guarantor in respect of payments made by the Guarantor
hereunder, and any such rights of subrogation and reimbursement of the Guarantor
are hereby waived until all amounts owing to the Administrative Agent and the
Lenders by the Company on account of the Obligations are paid in full, the
Commitments are terminated and either no Letters of Credit are outstanding or
each outstanding Letter of Credit has been cash collateralized so that it is
fully secured to the satisfaction of the Administrative Agent.

         5.       Amendments etc. with respect to the Obligations; Waiver of
Rights. The Guarantor shall remain obligated hereunder notwithstanding that,
without any reservation of rights against the Guarantor and without notice to or
further assent by the Guarantor, any demand for payment of any of the
Obligations made by the Administrative Agent, the Issuing Lender or any Lender
may be rescinded by such party and any of the Obligations continued, and the
Obligations, or the liability of any other party upon or for any part thereof,
or any collateral security or guarantee therefor or right of offset with respect
thereto, may, from time to time, in whole or in part, be renewed, extended,
amended, modified, accelerated, compromised, waived,

                                       3

<PAGE>

surrendered or released by the Administrative Agent, the Issuing Lender or any
Lender and the Credit Agreement, the Notes, the other Credit Documents, any
Letter of Credit, any Interest Rate Agreement and any other collateral security
document or other guarantee or document in connection therewith may be amended,
modified, supplemented or terminated, in whole or in part, as the Administrative
Agent, the Issuing Lender and/or any Lender may deem advisable from time to
time, and any collateral security, guarantee or right of offset at any time held
by the Administrative Agent or any Lender for the payment of the Obligations may
be sold, exchanged, waived, surrendered or released. Neither the Administrative
Agent nor any Lender shall have any obligation to protect, secure, perfect or
insure any Lien at any time held by it as security for the Obligations or for
this Guarantee or any property subject thereto. When making any demand hereunder
against the Guarantor, the Administrative Agent or any Lender may, but shall be
under no obligation to, make a similar demand on any other guarantor, and any
failure by the Administrative Agent or any Lender to make any such demand or to
collect any payments from any such other guarantor or any release of any such
other guarantor shall not relieve the Guarantor in respect of which a demand or
collection is not made or of its several obligations or liabilities hereunder,
and shall not impair or affect the rights and remedies, express or implied, or
as a matter of law, of the Administrative Agent or any Lender against the
Guarantor. For the purposes hereof "demand" shall include the commencement and
continuance of any legal proceedings.

         6.       Guarantee Absolute and Unconditional. The Guarantor waives any
and all notice of the creation, renewal, extension or accrual of any of the
Obligations and notice of or proof of reliance by the Administrative Agent, the
Issuing Lender or any Lender upon this Guarantee or acceptance of this
Guarantee; the Obligations, and any of them, shall conclusively be deemed to
have been created, contracted or incurred, or renewed, extended, amended or
waived, in reliance upon this Guarantee; and all dealings between the Company or
the Guarantor and the Administrative Agent, the Issuing Lender or any Lender
shall likewise be conclusively presumed to have been had or consummated in
reliance upon this Guarantee. The Guarantor waives diligence, presentment,
protest, demand for payment and notice of default or nonpayment to or upon the
Company or any other guarantor with respect to the Obligations. The Guarantor
understands and agrees that this Guarantee shall be construed as a continuing,
absolute and unconditional guarantee of payment without regard to (a) the
validity, regularity or enforceability of the Credit Agreement, the Notes, any
other Credit Document, the Letters of Credit, any Interest Rate Agreements, any
Foreign Currency Agreements any of the Obligations or any other collateral
security therefor or guarantee or right of offset with respect thereto at any
time or from time to time held by the Administrative Agent, the Issuing Lender
or any Lender, (b) any defense, set-off or counterclaim (other than a defense of
payment or performance) which may at any time be available to or be asserted by
the Company, the Guarantor or any other Person against the Administrative Agent,
the Issuing Lender or any Lender, or (c) any other circumstance whatsoever (with
or without notice to or knowledge of the Company or the Guarantor) which
constitutes, or might be construed to constitute, an equitable or legal
discharge of any of the Company for the Obligations, or of the Guarantor under
this Guarantee, in bankruptcy or in any other instance. When pursuing its rights
and remedies hereunder against the Guarantor, the Administrative Agent and/or
any Lender may, but shall be under no obligation to, pursue such rights and
remedies as it may have against the Company or any other Person or against any
collateral security or guarantee for the Obligations or any right of offset with
respect thereto, and any failure by the Administrative Agent or any Lender to
pursue such other rights or

                                       4

<PAGE>

remedies or to collect any payments from the Company or any such other Person or
to realize upon any such collateral security or guarantee or to exercise any
such right of offset, or any release of the Company or any such other Person or
any such collateral security, guarantee or right of offset, shall not relieve
the Guarantor of any liability hereunder, and shall not impair or affect the
rights and remedies, whether express, implied or available as a matter of law,
of the Administrative Agent or any Lender against the Guarantor. This Guarantee
shall remain in full force and effect and be binding in accordance with and to
the extent of its terms upon the Guarantor and the successors and assigns
thereof, and shall inure to the benefit of the Administrative Agent and the
Lenders, and their respective successors, indorsees, transferees and assigns,
until all the Obligations and the obligations of the Guarantor under this
Guarantee shall have been satisfied by payment in full, either no Letters of
Credit are outstanding or each outstanding Letter of Credit has been cash
collateralized so that it is fully secured to the satisfaction of the
Administrative Agent and the Commitments shall be terminated, notwithstanding
that from time to time during the term of the Credit Agreement the Company may
be free from any Obligations.

         7.       Reinstatement. This Guarantee shall continue to be effective,
or be reinstated, as the case maybe, if at any time payment, or any part
thereof, of the Obligations is rescinded or must otherwise be restored or
returned by the Administrative Agent or any Lender upon the insolvency,
bankruptcy, dissolution, liquidation or reorganization of the Company or of the
Guarantor, or upon or as a result of the appointment of a receiver, intervenor
or conservator of, or trustee or similar officer for, the Company or the
Guarantor or any substantial part of its property, or otherwise, all as though
such payments had not been made.

         8.       Payments. The Guarantor hereby guarantees that payments
hereunder will be paid in Dollars to the Administrative Agent without set-off or
counterclaim at the office of the Administrative Agent located at 270 Park
Avenue, New York, New York 10017, U.S.A. or at such other office as the
Administrative Agent may notify to the Guarantor in accordance with Section 15.

         9.       Representations and Warranties. The Guarantor hereby
represents and warrants that:

                  (a)      it is a corporation duly organized, validly existing
         and in good standing under the laws of the jurisdiction of its
         incorporation and has the corporate power and authority and the legal
         right to own and operate its property, to lease the property it
         operates and to conduct the business in which it is currently engaged;

                  (b)      it is duly qualified as a foreign corporation and in
         good standing under the laws of each jurisdiction where its ownership,
         lease or operation of property or the conduct or proposed conduct of
         its business requires such qualification and is in compliance with all
         Requirements of Law except to the extent that the failure to comply
         therewith could not reasonably be expected to have a material adverse
         effect on its business, operations, property or financial condition of
         the Guarantor and its Subsidiaries taken as a whole;

                                       5

<PAGE>

                  (c)      it has the corporate power and authority and the
         legal right to execute and deliver, and to perform its obligations
         under, this Guarantee and the other Credit Documents to which the
         Guarantor is a party and to grant the Liens granted by it pursuant to
         the other Credit Documents to which the Guarantor is a party, and has
         taken all necessary action to authorize the execution, delivery and
         performance of this Guarantee and the other Credit Documents to which
         the Guarantor is a party and to grant the Liens granted by it pursuant
         to the other Credit Documents to which it is a party;

                  (d)      no consent, license, permit, approval or
         authorization of, or filing with, or notice or report to, or
         registration, filing or declaration with, or other act by or in respect
         of, any arbitrator or Governmental Authority and no consent of any
         other Person (including, without limitation, any stockholder or
         creditor of the Guarantor), is required in connection with the
         execution, delivery, performance, validity or enforceability by or
         against the Guarantor of this Guarantee and the other Credit Documents
         to which the Guarantor is a party, other than consents that have been
         obtained or as to which the failure to obtain would not reasonably be
         expected to have a material adverse effect on the business, operations,
         property or financial condition of the Guarantor and its Subsidiaries
         taken as a whole;

                  (e)      this Guarantee and the other Credit Documents to
         which the Guarantor is a party have been duly executed and delivered on
         behalf of the Guarantor and each of this Guarantee and the other Credit
         Documents to which the Guarantor is a party constitutes a legal, valid
         and binding obligation of the Guarantor enforceable against the
         Guarantor in accordance with its terms, except as enforceability may be
         limited by applicable bankruptcy, insolvency, reorganization,
         moratorium or similar laws affecting the enforcement of creditors'
         rights generally and by general principles of equity;

                  (f)      the execution, delivery and performance of this
         Guarantee and the other Credit Documents to which the Guarantor is a
         party do not and (a) will not violate any Requirement of Law or any
         Contractual Obligation applicable to or binding upon the Guarantor or
         any of its properties or assets, in any manner which, individually or
         in the aggregate, (i) would have a material adverse effect on the
         ability of the Guarantor and its Subsidiaries taken as a whole to
         perform their obligations under the Credit Documents, (ii) would give
         rise to any liability on the part of the Administrative Agent or any
         Lender, or (iii) would have a material adverse effect on the business,
         assets, condition (financial or otherwise) or results of operations of
         the Guarantor and its Subsidiaries taken as a whole, and (b) will not
         result in the creation or imposition of any Lien on any of its
         properties or assets or pursuant to any Requirement of Law applicable
         to it, as the case may be, or any of its Contractual Obligations,
         except for the Liens arising under the Security Documents and Permitted
         Liens;

                  (g)      no litigation, investigation or proceeding of or
         before any arbitrator or Governmental Authority is pending or, to the
         knowledge of the Guarantor, threatened as of the Closing Date by or
         against the Guarantor or against any of its properties or revenues of
         the Guarantor (i) with respect to this Guarantee or the other Credit
         Documents to which the Guarantor is a party or any of the transactions
         contemplated hereby or thereby or (ii) in which there is a probability
         of an adverse determination, and

                                       6

<PAGE>

         which is reasonably likely, if adversely decided, to have a material
         adverse effect on the business, operations, property or financial
         condition of the Guarantor and its Subsidiaries taken as a whole or on
         the ability of the Guarantor and its Subsidiaries taken as a whole to
         perform their obligations under the Credit Documents; and

                  (h)      the Guarantor has filed or caused to be filed all tax
         returns required to be filed by it, and has paid all taxes due on said
         returns or on any assessments made against it (other than (a) those the
         amount or validity of which is currently being contested in good faith
         by appropriate proceedings for which adequate reserves have been
         provided on its books and (b) those which, individually or in the
         aggregate, are not material to the Guarantor and its Subsidiaries taken
         as a whole).

                  (i)      the Guarantor agrees that the foregoing
         representations and warranties shall be deemed to have been made by the
         Guarantor on each Borrowing Date occurring on or after the date hereof
         under the Credit Agreement on and as of such Borrowing Date as though
         made hereunder on and as of such Borrowing Date.

         10.      Covenants. The Guarantor hereby covenants and agrees with the
Administrative Agent and the Lenders that, from and after the date of this
Guarantee until the Obligations are paid in full and the Commitments are
terminated and either no Letter of Credit is outstanding or each outstanding
Letter of Credit has been fully cash collateralized to the satisfaction of the
Administrative Agent:

                  (a)      the Guarantor shall not create, incur, assume or
         suffer to exist any Indebtedness, other than (i) Indebtedness in
         respect of loans made by the Company to the Guarantor as contemplated
         by subsection 9.6(f) of the Credit Agreement and (ii) Indebtedness in
         respect of loans made to the Guarantor by the Investor Group, the
         proceeds of which are promptly either (A) borrowed (and permitted to be
         borrowed) by the Company pursuant to subsection 9.1(f) or 9.1(k) of the
         Credit Agreement or (B) used by the Guarantor to make investments in
         the Company; and

                  (b)      the Guarantor shall not engage in any business or
         activities other than holding the Capital Stock of the Company and
         activities incidental thereto.

         11.      Severability. Any provision of this Guarantee 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, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

         12.      Headings. The headings used in this Guarantee are for
convenience of reference only and are not to affect the construction hereof or
be taken into consideration in the interpretation hereof.

         13.      No Waiver: Cumulative Remedies. Neither the Administrative
Agent, the Issuing Lender nor any Lender shall by any act (except by a written
instrument pursuant to Section 14 hereof), delay, indulgence, omission or
otherwise be deemed to have waived any right or remedy hereunder or to have
acquiesced in any default or event of default under any Credit Document or

                                       7

<PAGE>

in any breach of any of the terms and conditions hereof. No failure to exercise,
nor any delay in exercising, on the part of the Administrative Agent or any
Lender, any right, power or privilege hereunder shall operate as a waiver
thereof. No single or partial exercise of any right, power or privilege
hereunder shall preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. A waiver by the Administrative Agent or
any Lender of any right or remedy hereunder on any one occasion shall not be
construed as a bar to any right or remedy which the Administrative Agent or such
Lender would otherwise have on any future occasion. The rights and remedies
herein provided are cumulative, may be exercised singly or concurrently and are
not exclusive of any rights or remedies provided by law.

         14.      Integration; Waivers and Amendments; Successors and Assigns;
Governing Law. This Guarantee represents the entire agreement of the Guarantor
with respect to the subject matter hereof and there are no promises or
representations by the Administrative Agent or any Lender relative to the
subject matter hereof not reflected herein or in the other Credit Documents.
None of the terms or provisions of this Guarantee may be waived, amended,
supplemented or otherwise modified except by a written instrument executed by
the Guarantor and the Administrative Agent, provided that any provision of this
Guarantee may be waived by the Administrative Agent and the Lenders in a letter
or agreement executed by the Administrative Agent or by telex or facsimile
transmission from the Administrative Agent. This Guarantee shall be binding upon
the successors and assigns of the Guarantor and shall inure to the benefit of
the Administrative Agent and the Lenders and their respective successors and
assigns. THIS GUARANTEE SHALL BE GOVERNED BY, AND BE CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

         15.      Notices. All notices, requests and demands to or upon the
Guarantor or the Administrative Agent or any Lender to be effective shall be in
writing or by telecopy and, unless otherwise expressly provided herein, shall be
deemed to have been duly given or made when delivered by hand, or, in the case
of mail, three days after deposit in the postal system, first class postage
pre-paid, or, in the case of telecopy notice, confirmation of receipt received,
addressed to a party at the address provided for such party in the Credit
Agreement or Schedule I hereto, as the case may be, or to such other address as
may be hereafter notified to the parties hereto.

         16.      Counterparts. This Guarantee may be executed by one or more of
the parties hereto on any number of separate counterparts and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.

         17.      Authority of Administrative Agent. The Guarantor acknowledges
that the rights and responsibilities of the Administrative Agent under this
Guarantee with respect to any action taken by the Administrative Agent or the
exercise or non-exercise by the Administrative Agent of any option, right,
request, judgment or other right or remedy provided for herein or resulting or
arising out of this Guarantee shall, as between the Administrative Agent and the
Lenders, be governed by the Credit Agreement and by such other agreements with
respect thereto as may exist from time to time among them, but, as between the
Administrative Agent and the Guarantor, the Administrative Agent shall be
conclusively presumed to be acting as agent for the Lenders with full and valid
authority so to act or refrain from acting, and the Guarantor shall not be under
any obligation, or entitlement, to make any inquiry respecting such authority.

                                       8

<PAGE>

         18.      Submission to Jurisdiction; Waivers. (a) The Guarantor hereby
irrevocably and unconditionally:

                           (1)      submits for itself and its property in any
         legal action or proceeding relating to this Guarantee or any other
         Credit Document, or for recognition and enforcement of any judgment in
         respect thereof, to the non-exclusive general jurisdiction of the
         courts of the State of New York, the courts of the United States for
         the Southern District of New York, and appellate courts from any
         thereof;

                           (2)      consents that any such action or proceeding
         may be brought in such courts, and waives any objection that it may now
         or hereafter have to the venue of any such action or proceeding in any
         such court or that such action or proceeding was brought in an
         inconvenient court and agrees not to plead or claim the same;

                           (3)      agrees that service of process in any such
         action or proceeding may be affected by mailing a copy thereof by
         registered or certified mail, postage prepaid, to the Guarantor at its
         address set forth on Schedule I hereto or at such other address of
         which the Administrative Agent shall have been notified pursuant to
         paragraph 15; and

                           (4)      agrees that nothing herein shall affect the
         right to effect service of process in any other manner permitted by law
         or shall limit the right to sue in other jurisdiction.

                  (b)      The Guarantor and the Administrative Agent, on behalf
of itself and the Lenders, hereby unconditionally waive trial by jury in any
legal action or proceeding referred to in paragraph (a) above.

                   Remainder of Page Intentionally Left Blank

                                       9

<PAGE>

         IN WITNESS WHEREOF, the undersigned has caused this Guarantee to be
duly executed and delivered by its duly authorized officer as of the day and
year first above written.

                                          WERNER HOLDING CO. (PA), INC.

                                          By:___________________________________
                                             Name:
                                             Title:

Accepted and agreed to:

JPMORGAN CHASE BANK,
as Administrative Agent

By:_____________________________________
   Name:
   Title:

                                       10

<PAGE>

                                                                      SCHEDULE I
                                                              HOLDINGS GUARANTEE

                         Address of Guarantor

                         Werner Holding Co. (PA), Inc.
                         93 Werner Road
                         Greenville, Pennsylvania 16125

                         Attention: Eric J. Werner, Esq.
                         Telecopy: (742)588-0718

                         With a copy to:

                         Gibson, Dunn & Crutcher LLP
                         200 Park Avenue
                         New York, New York 10166
                         Attention: Janet Vance, Esq.
                         Telecopy: (212) 351-5288

<PAGE>

                                                                     EXHIBIT G-2
                                                                          TO THE
                                                                CREDIT AGREEMENT

                          FORM OF SUBSIDIARY GUARANTEE

                  SUBSIDIARY GUARANTEE, dated as of June 11, 2003, made by each
of the corporations that are signatories hereto (the "Guarantors"), in favor of
JPMORGAN CHASE BANK, a New York banking corporation, as administrative agent (in
such capacity, the "Administrative Agent") for the several lenders (the
"Lenders") from time to time parties to the Credit Agreement (as hereafter
defined).

                              W I T N E S S E T H:

                  WHEREAS, Werner Holding Co. (DE), Inc., a Delaware corporation
(the "Company"), is party to a Credit Agreement, dated as of the date hereof,
(as the same may be amended, supplemented or otherwise modified from time to
time, the "Credit Agreement") among the Company, the Lenders, J. P. Morgan
Securities, Inc. and Citigroup Global Markets Inc., as Arrangers, Citigroup
Global Markets Inc., as Syndication Agent, and the Administrative Agent;

                  WHEREAS, pursuant to the terms of the Credit Agreement, the
Lenders severally agreed to make certain extensions of credit to the Company;

                  WHEREAS, the Company owns directly all of the issued and
outstanding Capital Stock of each Guarantor;

                  WHEREAS, the proceeds of the extensions of credit will be used
in part to enable the Company to make valuable transfers (as determined as
provided herein) to each Guarantor in connection with the operation of its
respective business;

                  WHEREAS, the Company and the Guarantors are engaged in related
businesses, and each Guarantor will derive substantial direct and indirect
benefit from the making of the extensions of credit; and

                  WHEREAS, under the Credit Agreement, the obligation of the
Lenders to make the extensions of credit to the Company on and after the date
hereof is conditioned upon, among other things, the execution and delivery by
the Guarantors of this Guarantee;

                  NOW, THEREFORE, in consideration of the premises and to induce
the Lenders to enter into the Credit Agreement and to make their respective
extensions of credit to the Company under the Credit Agreement, the Guarantors
hereby agree with and for the benefit of the Administrative Agent and the
Lenders as follows:

                  1. Defined Terms. As used in this Guarantee, terms defined in
the Credit Agreement or in the preamble or recitals hereto are used herein as
therein defined, and the following terms shall have the following meanings:

                  "Foreign Currency Agreements": all currency swaps, caps or
         collar agreements or similar arrangements providing for protection
         against fluctuations hi currency exchange rates, either generally or
         under specific contingencies.

<PAGE>

                                                                               2

                  "Obligations": shall mean (1) the unpaid principal amount of,
         and interest on (including interest accruing on or after the filing of
         any petition in bankruptcy, or the commencement of any insolvency,
         reorganization or like proceeding, relating to the Company, whether or
         not a claim for such post-filing or post-petition interest is allowed),
         the Loans and all other obligations and liabilities of the Company to
         the Administrative Agent, the Issuing Lender or the Lender's, whether
         direct or indirect, absolute or contingent, due or to become due, or
         now existing or hereafter incurred, which may arise under, out of, or
         in connection with, the Credit Agreement, any Letter of Credit, the
         other Credit Documents and any other document executed and delivered or
         given in connection therewith or herewith, whether on account of
         principal, interest, reimbursement obligations, fees, indemnities,
         costs, expenses (including, without limitation, all reasonable fees and
         disbursements of counsel to the Administrative Agent, the Issuing
         Lender or the Lenders that are required to be paid by the Company or
         the Guarantors pursuant to the terms of the Credit Agreement) or
         otherwise and (2) all obligations of the Company or any of its
         Subsidiaries to any Lender or Lenders or its or their Affiliates under
         or in respect of any Interest Rate Agreement or any Foreign Currency
         Agreement.

                  2. Guarantee. (a) Each Guarantor hereby, jointly and
severally, unconditionally and irrevocably, guarantees to the Administrative
Agent, for the benefit of the Administrative Agent, the Issuing Lender and the
Lenders and their respective successors, indorsees, transferees and assigns, the
prompt and complete payment and performance by the Company when due (whether at
the stated maturity, by acceleration or otherwise) of the Obligations, and each
of the Guarantors farther agrees to pay any and all expenses (including, without
limitation, all reasonable fees and disbursements of counsel) which may be paid
or incurred by the Administrative Agent, the Issuing Lender or any Lender in
enforcing, or obtaining advice of counsel in respect of, any rights with respect
to, or collecting, any or all of the Obligations and/or enforcing any rights
with respect to, or collecting against, the Guarantors under this Guarantee.

                  (b) Anything herein or in any other Credit Document to the
contrary notwithstanding, the maximum liability of each Guarantor hereunder and
under the other Credit Documents shall in no event exceed the amount which can
be guaranteed by such Guarantor under applicable federal and state laws relating
to the insolvency of debtors.

                  (c) Each Guarantor agrees that the Obligations may at any time
and from time to time exceed the amount of the liability of such Guarantor
hereunder without impairing this Guarantee or affecting the rights of the
Administrative Agent or any Lender hereunder.

                  (d) No payment or payments made by the Company, the
Guarantors, any other guarantor or any other Person or received or collected by
the Administrative Agent or any Lender from the Company, the Guarantors, any
other guarantor or any other Person by virtue of any action or proceeding or any
set-off or appropriation or application at any time or from time to time in
reduction of or in payment of the Obligations shall be deemed to modify, reduce,
release or otherwise affect the liability of any Guarantor hereunder which
shall, notwithstanding any such payment or payments other than payments made by
such Guarantor in respect of the Obligations or payments received or collected
from such Guarantor in respect of the Obligations, remain liable for the
Obligations up to the maximum liability of such Guarantor hereunder until the
Obligations are paid hi full, the Commitments are terminated and either no
Letters of Credit are outstanding or each outstanding Letter of Credit has been
cash collateralized so that it is fully secured to the satisfaction of the
Administrative Agent.

                  (e) Each Guarantor agrees that whenever, at any time, or from
time to time, it shall make any payment to the Administrative Agent or any
Lender on account of its liability hereunder, it will

<PAGE>

                                                                               3

notify the Administrative Agent in writing that such payment is made under this
Guarantee for such purpose.

                  3. Right of Set-off. Upon the occurrence of any Event of
Default under any Credit Document, each Guarantor hereby irrevocably authorizes
each Lender at any time and from time to time without notice to such Guarantor
or any other guarantor, any such notice being expressly waived by each
Guarantor, to set off and appropriate and apply any and all deposits (general or
special, tune or demand, provisional or final), in any currency, and any other
credits, indebtedness or claims, in any currency, in each case whether direct or
indirect, absolute or contingent, matured or unmatured, at any time held or
owing by such Lender to or for the credit or the account of the Guarantor, or
any part thereof in such amounts as such Lender may elect, against and on
account of the obligations and liabilities of such Guarantor to such Lender
hereunder or under the Credit Agreement, the Notes, or the other Credit
Documents, as such Lender may elect, whether or not the Administrative Agent or
any Lender has made any demand for payment and although such obligations,
liabilities and claims may be contingent or unmatured. Each Lender agrees to
notify such Guarantor promptly of any such set-off and the application made by
such Lender, provided that the failure to give such notice shall not affect the
validity of such set-off and application. The rights of each Lender under this
paragraph are in addition to other rights and remedies (including, without
limitation, other rights of set-off) which such Lender may have.

                  4. No Subrogation. Notwithstanding any payment or payments
made by any of the Guarantors hereunder or any set-off or application of funds
of any of the Guarantors by any Lender, no Guarantor shall be entitled to be
subrogated to any of the rights of the Administrative Agent or any Lender
against the Company or any other Guarantor or any collateral security or
guarantee or right of offset held by any Lender for the payment of the
Obligations, nor shall any Guarantor seek or be entitled to seek any
contribution or reimbursement from the Company or any other Guarantor in respect
of payments made by such Guarantor hereunder, and any such rights of subrogation
and reimbursement of the Guarantors are hereby waived until all amounts owing to
the Administrative Agent and the Lenders by the Company on account of the
Obligations are paid in full, the Commitments are terminated and either no
Letters of Credit are outstanding or each outstanding Letter of Credit has been
cash collateralized so that it is fully secured to the satisfaction of the
Administrative Agent.

                  5. Amendments, etc. with respect to the Obligations; Waiver of
Rights. Each Guarantor shall remain obligated hereunder notwithstanding that,
without any reservation of rights against any Guarantor and without notice to or
further assent by any Guarantor, any demand for payment of any of the
Obligations made by the Administrative Agent, the Issuing Lender or any Lender
may be rescinded by such party and any of the Obligations continued, and the
Obligations, or the liability of any other party upon or for any part thereof,
or any collateral security or guarantee therefor or right of offset with respect
thereto, may, from time to time, in whole or in part, be renewed, extended,
amended, modified, accelerated, compromised, waived, surrendered or released by
the Administrative Agent, the Issuing Lender or any Lender and the Credit
Agreement, the Notes, the other Credit Documents, any Letter of Credit, any
Interest Rate Agreement and any other collateral security document or other
guarantee or document in connection therewith may be amended, modified,
supplemented or terminated, in whole or in part, as the Administrative Agent,
the Issuing Lender and/or any Lender may deem advisable from time to time, and
any collateral security, guarantee or right of offset at any time held by the
Administrative Agent or any Lender for the payment of the Obligations may be
sold, exchanged, waived, surrendered or released. Neither the Administrative
Agent nor any Lender shall have any obligation to protect, secure, perfect or
insure any Lien at any time held by it as security for the Obligations or for
this Guarantee or any property subject thereto. When making any demand hereunder
against any particular Guarantor, the Administrative Agent or any Lender may,
but shall be under no obligation to, make a similar demand on any other
Guarantor or guarantor, and any failure by the Administrative Agent or any
Lender to make any such demand or to collect any payments from any such other
Guarantor or guarantor or any release of any

<PAGE>

                                                                               4

such other Guarantor or guarantor shall not relieve such Guarantor in respect of
which a demand or collection is not made or any of the Guarantors not so
released of their several obligations or liabilities hereunder, and shall not
impair or affect the rights and remedies, express or implied, or as a matter of
law, of the Administrative Agent or any Lender against any of the Guarantors.
For the purposes hereof "demand" shall include the commencement and continuance
of any legal proceedings.

                  6. Guarantee Absolute and Unconditional. Each Guarantor waives
any and all notice of the creation, renewal, extension or accrual of any of the
Obligations and notice of or proof of reliance by the Administrative Agent, the
Issuing Lender or any Lender upon this Guarantee or acceptance of this
Guarantee; the Obligations, and any of them, shall conclusively be deemed to
have been created, contracted or incurred, or renewed, extended, amended or
waived, in reliance upon this Guarantee; and all dealings between the Company or
any of the Guarantors and the Administrative Agent, the Issuing Lender or any
Lender shall likewise be conclusively presumed to have been had or consummated
in reliance upon this Guarantee. Each Guarantor waives diligence, presentment,
protest, demand for payment and notice of default or nonpayment to or upon the
Company or any of the Guarantors with respect to the Obligations. Each Guarantor
understands and agrees that this Guarantee shall be construed as a continuing,
absolute and unconditional guarantee of payment without regard to (a) the
validity, regularity or enforceability of the Credit Agreement, the Notes, any
other Credit Document, the Letters of Credit, any Interest Rate Agreements, any
Foreign Currency Agreements, any of the Obligations or any other collateral
security therefor or guarantee or right of offset with respect thereto at any
tune or from time to time held by the Administrative Agent, the Issuing Lender
or any Lender, (b) any defense, set-off or counterclaim (other than a defense of
payment or performance) which may at any time be available to or be asserted by
the Company, any of the Guarantors or any other Person against the
Administrative Agent, the Issuing Lender or any Lender, or (c) any other
circumstance whatsoever (with or without notice to or knowledge of the Company
or such Guarantor) which constitutes, or might be construed to constitute, an
equitable or legal discharge of the Company for the Obligations, or of any
Guarantor under this Guarantee, in bankruptcy or in any other instance. When
pursuing its rights and remedies hereunder against any Guarantor, the
Administrative Agent and/or any Lender may, but shall be under no obligation to,
pursue such rights and remedies as it may have against the Company or any other
Person or against any collateral security or guarantee for the Obligations or
any right of offset with respect thereto, and any failure by the
Administrative Agent or any Lender to pursue such other rights or remedies or to
collect any payments from the Company or any such other Person or to realize
upon any such collateral security or guarantee or to exercise any such right of
offset, or any release of the Company or any such other Person or any such
collateral security, guarantee or right of offset, shall not relieve such
Guarantor of any liability hereunder, and shall not impair or affect the rights
and remedies, whether express, implied or available as a matter of law, of the
Administrative Agent or any Lender against such Guarantor. This Guarantee shall
remain in full force and effect and be binding in accordance with and to the
extent of its. terms upon each Guarantor and the successors and assigns
thereof, and shall inure to the benefit of the Administrative Agent and the
Lenders, and their respective successors, indorsees, transferees and assigns,
until all the Obligations and the obligations of each Guarantor under this
Guarantee shall have been satisfied by payment in full, either no Letters of
Credit are outstanding or each outstanding Letter of Credit has been cash
collateralized so that it is fully secured to the satisfaction of the
Administrative Agent and the Commitments shall be terminated, notwithstanding
that from time to time during the term of the Credit Agreement the Company may
be free from any Obligations.

                  7. Reinstatement. This Guarantee shall continue to be
effective, or be reinstated, as the case may be, if at any time payment, or any
part thereof, of the Obligations is rescinded or must otherwise be restored or
returned by the Administrative Agent or any Lender upon the insolvency,
bankruptcy, dissolution, liquidation or reorganization of the Company or of any
Guarantor, or upon or as a result of the appointment of a receiver, intervenor
or conservator of, or trustee or similar officer for, the Company

<PAGE>

                                                                               5

or any Guarantor or any substantial part of its property, or otherwise, all as
though such payments had not been made.

                  8. Payments. Each Guarantor hereby guarantees that payments
hereunder will be paid in Dollars to the Administrative Agent without set-off or
counterclaim at the office of the Administrative Agent located at 270 Park
Avenue, New York, New York 10017, U.S.A. or at such other office as the
Administrative Agent may notify to the Guarantor in accordance with Section 15.

                  9. Representations and Warranties. Each Guarantor hereby
represents and warrants that:

                  (a) it is a corporation duly organized, validly existing and
in good standing under the laws of the jurisdiction of its organization and has
the corporate power and authority and the legal right to own and operate its
property, to lease the property it operates and to conduct the business in which
it is currently engaged;

                  (b) it is duly qualified as a foreign corporation and in good
standing under the laws of each jurisdiction where its ownership, lease or
operation of property or the conduct or proposed conduct of its business
requires such qualification and is in compliance with all Requirements of Law
except to the extent that the failure to be so qualified could not reasonably be
expected to have a material adverse effect on the business, operations, property
or financial condition of the Company and its Subsidiaries taken as a whole;

                  (c) it has the corporate power and authority and the legal
right to execute and deliver, and to perform its obligations under, this
Guarantee and the other Credit Documents to which the Guarantor is a party and
to grant the Liens granted by it pursuant to the other Credit Documents to which
such Guarantor is a party, and has taken all necessary corporate action to
authorize the execution, delivery and performance of this Guarantee and the
other Credit Documents to which such Guarantor is a party and to grant the Liens
granted by it pursuant to the other Credit Documents to which it is a party;

                  (d) it is a Subsidiary of the Company;

                  (e) no consent, license, permit, approval or authorization of,
or filing with, or notice or report to, or registration, filing or declaration
with, or other act by or in respect of, any arbitrator or Governmental Authority
and no consent of any other Person (including, without limitation, any
stockholder or creditor of any Guarantor), is required in connection with the
execution, delivery, performance, validity or enforceability by or against any
Guarantor of this Guarantee and the other Credit Documents to which each
Guarantor is a party other than consents that have been obtained or as to which
the failure to obtain would not reasonably be expected to have a material
adverse effect on the business, operations, property or financial condition of
the Company and its Subsidiaries taken as a whole;

                  (f) this Guarantee and the other Credit Documents to which
each Guarantor is a party have been duly executed and delivered on behalf of
such Guarantor and each of this Guarantee and the other Credit Documents to
which each Guarantor is a party constitutes a legal, valid and binding
obligation of such Guarantor enforceable against such Guarantor in accordance
with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors' rights generally and by general principles of equity;

                  (g) the execution, delivery and performance of this Guarantee
and the other Credit Documents to which each Guarantor is a party do not and (a)
will not violate any Requirement of Law or any Contractual Obligation applicable
to or binding upon such Guarantor or any of its properties or assets, in any
manner which, individually or in the aggregate, (i) would have a material
adverse effect on the

<PAGE>

                                                                               6

ability of the Company and its Subsidiaries taken as a whole to perform their
obligations under the Credit Documents, (ii) would give rise to any liability on
the part of the Administrative Agent or any Lender, or (iii) would have a
material adverse effect on the business, assets, condition (financial or
otherwise) or results of operations of the Jonstens and its Subsidiaries taken
as a whole, and (b) will not result in the creation or imposition of any Lien on
any of its properties or assets pursuant to any Requirement of Law applicable to
it, as the case may be, or any of its Contractual Obligations, except for the
Liens arising under the Security Documents;

                  (h) no litigation, investigation or proceeding of or before
any arbitrator or Governmental Authority is pending or, to the knowledge of such
Guarantor, threatened by or against such Guarantor or against any of its
properties or revenues of any Guarantor (i) with respect to this Guarantee or
the other Credit Documents to which such Guarantor is a party or any of the
transactions contemplated hereby or thereby or (ii) which could have a material
adverse effect on the business, operations, property or financial condition of
the Company and its Subsidiaries taken as a whole or on the ability of the
Company and its Subsidiaries to. perform their obligations under the Credit
Documents;

                  (i) each Guarantor has filed or caused to be filed all tax
returns required to be filed by it, and has paid all taxes due on said returns
or on any assessments made against it (other than (a) those the amount or
validity of which is currently being contested in good faith by appropriate
proceedings for which adequate reserves have been provided on its books and (b)
those which, individually or in the aggregate, are not material to the Company
and its Subsidiaries taken as a whole); and

                  (j) each Guarantor agrees that the foregoing representations
and warranties shall be deemed to have been made by each Guarantor on each
Borrowing Date occurring on or after the date hereof under the Credit Agreement
on and as of such Borrowing Date as though made hereunder on and as of such
Borrowing Date.

                  10. Covenants. Each Guarantor hereby covenants and agrees with
the Administrative Agent and the Lenders that, from and after the date of this
Guarantee until the Obligations are paid in full and the Commitments are
terminated and either no Letter of Credit is outstanding or each outstanding
Letter of Credit has been cash collateralized so that it is fully secured to the
satisfaction of the Administrative Agent, each Guarantor will comply with
provisions of Sections 8 and 9 of the Credit Agreement to the extent such
provisions apply to such Guarantors.

                  11. Severability. Any provision of this Guarantee 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, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

                  12. Section Headings. The section headings used in this
Guarantee are for convenience of reference only and are not to affect the
construction hereof or be taken into consideration in the interpretation hereof.

                  13. No Waiver; Cumulative Remedies. Neither the Administrative
Agent, the Issuing Lender nor any Lender shall by any act (except by a written
instrument pursuant to Section 14 hereof), delay, indulgence, omission or
otherwise be deemed to have waived any right or remedy hereunder or to have
acquiesced in any default or event of default under any Credit Document or in
any breach of any of the terms and conditions hereof. No failure to exercise,
nor any delay in exercising, on the part of the Administrative Agent or any
Lender, any right, power or privilege hereunder shall operate as a waiver
thereof. No single or partial exercise of any right, power or privilege
hereunder shall preclude any other

<PAGE>

                                                                               7

or further exercise thereof or the exercise of any other right, power or
privilege. A waiver by the Administrative Agent or any Lender of any right or
remedy hereunder on any one occasion shall not be construed as a bar to any
right or remedy which the Administrative Agent or such Lender would otherwise
have on any future occasion. The rights and remedies herein provided are
cumulative, may be exercised singly or concurrently and are not exclusive of any
rights or remedies provided by law.

                  14. Integration; Waivers and Amendments; Successors and
Assigns; Governing Law. This Guarantee represents the entire agreement of each
Guarantor with respect to the subject matter hereof and there are no promises or
representations by the Administrative Agent or any Lender relative to the
subject matter hereof not reflected herein or in the other Credit Documents.
None of the terms or provisions of this Guarantee may be waived, amended,
supplemented or otherwise modified except by a written instrument executed by
each Guarantor and the Administrative Agent, provided that any provision of this
Guarantee may be waived by the Administrative Agent and the Lenders in a letter
or agreement executed by the Administrative Agent or by telex or facsimile
transmission from the Administrative Agent. This Guarantee shall be binding upon
the successors and assigns of each Guarantor and shall inure to the benefit of
the Administrative Agent and the Lenders and their respective successors and
assigns. THIS GUARANTEE SHALL BE GOVERNED BY, AND BE CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

                  15. Notices. All notices, requests and demands to or upon each
Guarantor or the Administrative Agent or any Lender to be effective shall be in
writing or by telecopy and, unless otherwise expressly provided herein, shall be
deemed to have been duly given or made when delivered by hand, or, in the case
of mail, three days after deposit in the postal system, first class postage
pre-paid, or, in the case of telecopy notice, confirmation of receipt received,
addressed to a party at the address provided for such party in the Credit
Agreement or Schedule I hereto, as the case may be, or to such other address as
may be hereafter notified to the parties hereto.

                  16. Counterparts. This Guarantee may be executed by one or
more of the parties hereto on any number of separate counterparts and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument.

                  17. Authority of Administrative Agent. Each Guarantor
acknowledges that the rights and responsibilities of the Administrative Agent
under this Guarantee with respect to any action taken by the Administrative
Agent or the exercise or non-exercise by the Administrative Agent of any option,
right, request, judgment or other right or remedy provided for herein or
resulting or arising out of this Guarantee shall, as between the Administrative
Agent and the Lenders, be governed by the Credit Agreement and by such other
agreements with respect thereto as may exist from time to time among them, but,
as between the Administrative Agent and each Guarantor, the Administrative Agent
shall be conclusively presumed to be acting as agent for the Lenders with full
and valid authority so to act or refrain from acting, and no Guarantor shall be
under any obligation, or entitlement, to make any inquiry respecting such
authority.

                  18. Additional Guarantors. Each Subsidiary of the Company that
is required to become a party to this Agreement pursuant to subsection 8.9(b) of
the Credit Agreement shall become a Guarantor for all purposes of this
Agreement, and a Grantor for all purposes of the Collateral Agreement, upon
execution and delivery by such Subsidiary of an Assumption Agreement in the form
of Annex 1 to the Collateral Agreement.

                  19. Submission to Jurisdiction; Waivers. (a) Each Guarantor
hereby irrevocably and unconditionally:

<PAGE>

                                                                               8

                  (1) submits for itself and its property in any legal action or
         proceeding relating to this Guarantee or any other Credit Document, or
         for recognition and enforcement of any judgment in respect thereof, to
         the non-exclusive general jurisdiction of the courts of the State of
         New York, the courts of the United States for the Southern District of
         New York, and appellate courts from any thereof;

                  (2) consents that any such action or proceeding may be brought
         in such courts, and waives any objection that it may now or hereafter
         have to the venue of any such action or proceeding in any such court of
         that such action or proceeding was brought in an inconvenient court and
         agrees not to plead or claim the same;

                  (3) agrees that service of process in any such action or
         proceeding may be affected by mailing a copy thereof by registered or
         certified mail, postage prepaid, to such Guarantor at its address set
         forth on Schedule I hereto or at such other address of which the
         Administrative Agent shall have been notified pursuant to paragraph 15;
         and

                  (4) agrees that nothing herein shall affect the right to
         effect service of process in any other manner permitted by law or shall
         limit the right to sue in other jurisdiction.

         (b) Each Guarantor and the Administrative Agent, on behalf of itself
and the Lenders, hereby unconditionally waive trial by jury in any legal action
or proceeding referred to in paragraph (a) above.

                   Remainder of Page Left Blank Intentionally

<PAGE>

                                                                               9

                  IN WITNESS WHEREOF, each of the undersigned has caused this
Guarantee to be duly executed and delivered by its duly authorized officer as of
the day and year first above written.

                                          WERNER CO.

                                          By:___________________________________
                                             Name:
                                             Title:

                                          WIP TECHNOLOGIES, INC.

                                          By:___________________________________
                                             Name:
                                             Title:

Accepted and agreed to:

JPMORGAN CHASE BANK, as
Administrative Agent

By:______________________________
   Name:
   Title:

<PAGE>


                                                                   SCHEDULE I to
                                                            Subsidiary Guarantee

                              Address of Guarantors

                  C/o Werner Holding Co. (PA), Inc.
                  93 Werner Road
                  Greenville, Pennsylvania 16125
                  Attention: Eric J. Werner, Esq.
                  Telecopy: (742) 588-0718

                  With a copy to:

                  Gibson, Dunn & Crutcher LLP
                  200 Park Avenue
                  New York, New York 10166
                  Attention: Janet Vance, Esq.
                  Telecopy: (212) 351-5288

<PAGE>

                                                                       EXHIBIT H
                                                                          TO THE
                                                                CREDIT AGREEMENT

                                     FORM OF
                            HOLDINGS PLEDGE AGREEMENT

         PLEDGE AGREEMENT, dated as of June 11, 2003, made by WERNER HOLDING CO.
(PA), INC., a Pennsylvania corporation (the "Pledgor"), in favor of JPMORGAN
CHASE BANK, a New York banking corporation, as administrative agent (in such
capacity, the "Administrative Agent") for the several lenders (the " Lenders")
from time to time parties to the Credit Agreement (as defined below).

                             W I T N E S S E T H :

         WHEREAS, pursuant to the Credit Agreement, dated as of the date hereof
(as amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"), among Werner Holding Co. (DE), Inc., a Delaware corporation (the
"Company"), the Lenders, J. P. Morgan Securities, Inc. and Citigroup Global
Markets Inc., as joint lead arrangers and joint bookrunners (together, in such
capacity, the "Arrangers"), Citigroup Global Markets Inc., as syndication agent
(in such capacity, the "Syndication Agent"), and the Administrative Agent, the
Lenders have severally agreed to make loans to, and the Issuing Lender (as
defined in the Credit Agreement) has agreed to issue and certain of the Lenders
have agreed to participate in certain letters of credit for the account of, the
Company upon the terms and subject to the conditions set forth therein;

         WHEREAS, the Pledgor is the owner of the shares of Pledged Stock (as
hereinafter defined) issued by Company (as defined below) listed on Schedule I
hereto; and

         WHEREAS, it is a condition precedent to the obligation of the Lenders
to make their respective loans to, and the obligation of the Issuing Lender to
issue and the Lenders to participate in letters of credit for the account of,
the Company under the Credit Agreement that the Pledgor shall have executed and
delivered this Pledge Agreement to the Administrative Agent for the ratable
benefit of the Lenders;

         NOW, THEREFORE, in consideration of the premises and to induce the
Administrative Agent, the Issuing Lender and the Lenders to enter into the
Credit Agreement and to induce the Lenders to make their respective loans and
the Issuing Lender to issue and the Lenders to participate in the letters of
credit under the Credit Agreement, the Pledgor hereby agrees with the
Administrative Agent, for the ratable benefit of the Lenders, as follows:

         1.       Defined Terms. Unless otherwise defined herein, terms that are
defined in the Credit Agreement and used herein are so used as so defined, and
the following terms shall have the following meanings:

<PAGE>

                  "Code" means the Uniform Commercial Code from time to time in
         effect in the State of New York.

                  "Collateral" means the Pledged Stock, the Pledged Notes and
         all Proceeds of each thereof.

                  "Obligations" means (i) the unpaid principal amount of, and
         interest on (including interest accruing on or after the filing of any
         petition in bankruptcy, or the commencement of any insolvency,
         reorganization or like proceeding, relating to the Company, whether or
         not a claim for such post-filing or post-petition interest is allowed),
         the Loans and all other obligations and liabilities of the Company to
         the Administrative Agent, the Issuing Lender or the Lenders, whether
         direct or indirect, absolute or contingent, due or to become due, or
         now existing or hereafter incurred, which may arise under, out of, or
         in connection with, the Credit Agreement, any Letter of Credit, the
         other Credit Documents and any other document executed and delivered or
         given in connection therewith or herewith, whether on account of
         principal, interest, reimbursement obligations, fees, indemnities,
         costs, expenses (including, without limitation, all reasonable fees and
         disbursements of counsel to the Administrative Agent, the Issuing
         Lender or to the Lenders that are required to be paid by the Company
         pursuant to the terms of the Credit Agreement) or otherwise, (ii) all
         obligations of the Company to any Lender or Lenders or its or their
         Affiliates under or in respect of any Interest Rate Agreement or
         Foreign Currency Agreement and (iii) all obligations and liabilities of
         the Pledgor which may arise under, out of, or in connection with the
         Holdings Guarantee.

                  "Pledge Agreement" means this Pledge Agreement, as amended,
         supplemented or otherwise modified from time to time.

                  "Pledged Notes" means all promissory notes made by the Company
         from time to time issued to, or held by, the Pledgor.

                  "Pledged Stock" means the shares of capital stock of the
         Company listed on Schedule I hereto, together with all stock
         certificates, options or rights of any nature whatsoever that may be
         issued or granted by the Company to the Pledgor while this Pledge
         Agreement is in effect.

                  "Proceeds" means all "proceeds", as such term is defined in
         Section 9-102 of the Code on the date hereof, of the Pledged Stock,
         and, in any event, shall include, without limitation, all dividends or
         other income from the Pledged Stock, collections thereon or
         distributions with respect thereto.

         2.       Pledge; Grant of Security Interest. The Pledgor hereby
delivers to the Administrative Agent, for the ratable benefit of the Lenders,
all certificates or instruments representing or evidencing the Pledged Stock and
any Pledged Notes on the date hereof, and hereby transfers and grants to the
Administrative Agent, for the ratable benefit of the Lenders, a first priority
security interest in all of the Pledgor's right, title and interest in the
Collateral, as collateral security for the prompt and complete payment and
performance when due (whether at the stated maturity, by acceleration or
otherwise) of the Obligations.

                                       2
<PAGE>

         3.       Stock Powers. Concurrently with the delivery to the
Administrative Agent of (x) each certificate representing one or more shares of
Pledged Stock, the Pledgor shall deliver an undated stock power covering such
certificate, duly executed in blank by the Pledgor and (y) each instrument
evidencing the Pledged Notes, the Pledgor shall duly endorse the respective
Pledged Note in blank.

         4.       Representations and Warranties. The Pledgor represents and
warrants that:

         (a)      the shares of Pledged Stock constitute (i) all the issued and
outstanding shares of all classes of the Capital Stock of the Company owned by
the Pledgor and (ii) on the date hereof and after giving effect to the
Transactions, 100% of the issued and outstanding shares of all classes of the
Capital Stock of the Company;

         (b)      all the shares of Pledged Stock have been duly and validly
issued and are fully paid and nonassessable;

         (c)      the Pledgor is the record and beneficial owner of the Pledged
Stock, free of any and all Liens or options in favor of, or claims of, any other
Person, except the Lien created by this Pledge Agreement; and

         (d)      upon delivery to the Administrative Agent of the stock
certificates evidencing the Pledged Stock and the instruments evidencing the
Pledged Notes, the Lien granted pursuant to this Pledge Agreement will
constitute a valid, perfected first priority Lien on the Collateral (except,
with respect to Proceeds, to the extent (and only to the extent) permitted by
Section 9-315 of the Code), enforceable as such against all creditors of the
Pledgor and any Persons purporting to purchase any Collateral from the Pledgor.

The Pledgor agrees that the foregoing representations and warranties shall be
deemed to have been made by the Pledgor on each Borrowing Date occurring on or
after the date hereof under the Credit Agreement, on and as of such Borrowing
Date as though made hereunder on and as of such date.

         5.       Covenants. The Pledgor covenants and agrees with the
Administrative Agent and the Lenders that, from and after the date of this
Pledge Agreement until the Obligations are paid in full and the Commitments are
terminated and either no Letters of Credit are outstanding or each outstanding
Letter of Credit has been cash collateralized so that it is fully secured to the
satisfaction of the Administrative Agent:

         (a)      If the Pledgor shall become entitled to receive or shall
receive (x) any stock certificate (including, without limitation, any
certificate representing a stock dividend or a distribution in connection with
any reclassification, increase or reduction of capital or any certificate issued
in connection with any reorganization), option or rights in respect of capital
stock of the Company, whether in addition to, in substitution of, as a
conversion of, or in exchange for any shares of the Pledged Stock, or otherwise
in respect thereof, or (y) any additional instruments in respect of, or
constituting, Pledged Notes, the Pledgor shall accept the same as the agent of
the Administrative Agent and the Lenders, hold the same in trust for the
Administrative Agent and the Lenders and deliver the same forthwith to the
Administrative Agent in the exact form received, duly indorsed by the Pledgor to
the

                                       3
<PAGE>

Administrative Agent, if required, and, in the case of stock certificates,
together with an undated stock power covering such certificate duly executed in
blank by the Pledgor and with, if the Administrative Agent so requests,
signature guaranteed, to be held by the Administrative Agent, subject to the
terms hereof, as additional collateral security for the Obligations.

         (b)      Without the prior written consent of the Administrative Agent,
the Pledgor will not (i) sell, assign, transfer, exchange, or otherwise dispose
of, or grant any option with respect to, the Collateral, or (ii) create, incur
or permit to exist any Lien or option in favor of, or any claim of any Person
with respect to, any of the Collateral, or any interest therein, except for the
Lien provided for by this Pledge Agreement. The Pledgor will defend the right,
title and interest of the Administrative Agent, the Issuing Lender and the
Lenders in and to the Collateral against the claims and demands of all Persons
whomsoever.

         (c)      At any time and from time to time, upon the written request of
the Administrative Agent, and at the sole expense of the Pledgor, the Pledgor
will promptly and duly execute and deliver such further instruments and
documents and take such further actions as the Administrative Agent may
reasonably request for the purposes of obtaining or preserving the full benefits
of this Pledge Agreement and of the rights and powers herein granted. If any
amount payable under or in connection with any of the Collateral shall be or
become evidenced by any promissory note, other instrument or chattel paper, such
note, instrument or chattel paper shall be immediately delivered to the
Administrative Agent, duly endorsed in a manner satisfactory to the
Administrative Agent, to be held as Collateral pursuant to this Pledge
Agreement.

         (d)      The Pledgor agrees to pay, and to save the Administrative
Agent, the Issuing Lender and the Lenders harmless from, any and all liabilities
with respect to, or resulting from any delay in paying, any and all stamp,
excise, sales or other taxes which may be payable or determined to be payable
with respect to any of the Collateral or in connection with any of the
transactions contemplated by this Pledge Agreement.

         6.       Cash Dividends; Voting Rights. Unless an Event of Default
shall have occurred and be continuing, the Pledgor shall be permitted to receive
all cash dividends paid by the Company to the extent permitted in the Credit
Agreement in respect of the Pledged Stock, to receive all payments in respect of
the Pledged Notes and to exercise all voting and corporate rights with respect
to the Pledged Stock, provided, however, that the Pledgor agrees that it shall
not vote in any way which would be inconsistent with or result in any violation
of any provision of the Credit Agreement, the Notes, the Security Documents or
any of the other Credit Documents. The Administrative Agent shall, at the
Pledgor's sole cost and expense, execute and deliver (or cause to be executed
and delivered) to the Pledgor all proxies and other instruments as the Pledgor
may reasonably request for the purpose of enabling the Pledgor to exercise the
voting and other rights that it is entitled to exercise pursuant to this Section
6.

         7.       Rights of the Lenders and the Administrative Agent, (a) If an
Event of Default shall occur and be continuing, (i) the Administrative Agent
shall have the right to receive any and all cash dividends paid in respect of
the Pledged Stock and all payments in respect of the Pledged Notes and make
application thereof to the Obligations in such order as the

                                       4
<PAGE>

Administrative Agent may determine, and (ii) all shares of the Pledged Stock may
be registered in the name of the Administrative Agent or its nominee, and,
subject to the terms of this Pledge Agreement, the Administrative Agent or its
nominee may thereafter exercise (A) all voting, corporate and other rights
pertaining to such shares of the Pledged Stock at any meeting of shareholders of
the Company or otherwise and (B) any and all rights of conversion, exchange,
subscription and any other rights, privileges or options pertaining to such
shares of the Pledged Stock as if it were the absolute owner thereof (including,
without limitation, the right to exchange at its discretion any and all of the
Pledged Stock upon the merger, consolidation, reorganization, recapitalization
or other fundamental change in the corporate structure of the Company, or upon
the exercise by the Pledgor or the Administrative Agent of any right, privilege
or option pertaining to such shares of the Pledged Stock, and in connection
therewith, the right to deposit and deliver any and all of the Pledged Stock
with any committee, depositary, transfer agent, registrar or other designated
agency upon such terms and conditions as it may determine), all without
liability except to account for property actually received by it and except for
its gross negligence or willful misconduct or failure to comply with the
provisions of Section 12, but the Administrative Agent shall have no duty to the
Pledgor to exercise any such right, privilege or option and shall not be
responsible for any failure to do so or delay in so doing.

         (b)      The rights of the Administrative Agent, the Issuing Lender and
the Lenders hereunder shall not be conditioned or contingent upon the pursuit by
the Administrative Agent, the Issuing Lender or any Lender of any right or
remedy against any other Person which may be or become liable in respect of all
or any part of the Obligations or against any collateral security therefor,
guarantee therefor or right of offset with respect thereto. None of the
Administrative Agent, the Issuing Lender and any Lender shall be liable for any
failure to demand, collect or realize upon all or any part of the Collateral or
for any delay in doing so, nor shall the Administrative Agent be under any
obligation to sell or otherwise dispose of any Collateral upon the request of
the Pledgor or any other Person or to take any other action whatsoever with
regard to the Collateral or any part thereof. The Administrative Agent agrees to
release promptly to the Pledgor any dividends, cash, securities, instruments and
other property paid, payable or otherwise distributed in respect of the
Collateral which it may receive under Section 7(a) if, prior to the occurrence
of an acceleration of any of the Obligations, all Defaults and Events of Default
have been waived or are no longer continuing.

         (c)      The Administrative Agent may execute any of its duties under
this Pledge Agreement by or through agents or attorneys-in-fact and shall be
entitled to advice of counsel concerning all matters pertaining to such duties.
The Administrative Agent shall not be responsible for the negligence or
misconduct of any agents or attorneys-in-fact selected by it with reasonable
care, except as otherwise provided in subsection 11.3 of the Credit Agreement.

         8.       Remedies. In the event that any portion of the Obligations has
been declared or becomes due and payable in accordance with the terms of the
Credit Agreement or the Holdings Guarantee, as applicable, the Administrative
Agent, on behalf of the Lenders, may exercise, in addition to all other rights
and remedies granted in this Pledge Agreement and in any other instrument or
agreement securing, evidencing or relating to the Obligations, all rights and
remedies of a secured party under the Code. Without limiting the generality of
the foregoing, the Administrative Agent, without demand of performance or other
demand, presentment, protest, advertisement or notice of any kind (except any
notice required by law referred to below) to or

                                       5
<PAGE>

upon the Pledgor, the Company or any other Person (all and each of which
demands, defenses, advertisements and notices are hereby waived), may in such
circumstances forthwith collect, receive, appropriate and realize upon the
Collateral, or any part thereof, and/or may forthwith sell, assign, give option
or options to purchase or otherwise dispose of and deliver the Collateral or any
part thereof (or contract to do any of the foregoing), in one or more parcels at
public or private sale or sales, in the over-the-counter market, at any
exchange, broker's board or office of the Administrative Agent, the Issuing
Lender or any Lender or elsewhere upon such terms and conditions as it may deem
commercially reasonable and at such prices as it may deem best, for cash or on
credit or for future delivery without assumption of any credit risk. The
Administrative Agent, the Issuing Lender or any Lender shall have the right upon
any such public sale or sales, and, to the extent permitted by law, upon any
such private sale or sales, to purchase the whole or any part of the Collateral
so sold, free of any right or equity of redemption in the Pledgor, which right
or equity is hereby waived and released. The Administrative Agent promptly shall
apply any Proceeds from time to time held by it and the net proceeds of any such
collection, recovery, receipt, appropriation, realization or sale, after
deducting all reasonable costs and expenses of every kind incurred in respect
thereof or incidental to the care or safekeeping of any of the Collateral or in
any way relating to the Collateral or the rights of the Administrative Agent,
the Issuing Lender and the Lenders hereunder, including, without limitation,
reasonable attorneys' fees and disbursements of counsel to the Administrative
Agent, to the payment in whole or in part of the Obligations, in such order as
the Administrative Agent may elect subject to subsection 5.9 of the Credit
Agreement, and only after such application and after the payment by the
Administrative Agent of any other amount required by any provision of law,
including, without limitation, Section 9-615(a)(3) of the Code, need the
Administrative Agent account for the surplus, if any, to the Pledgor. To the
extent permitted by applicable law, the Pledgor waives all claims, damages and
demands it may acquire against the Administrative Agent, the Issuing Lender or
any Lender arising out of the lawful exercise by them of any rights hereunder.
If any notice of a proposed sale or other disposition of Collateral shall be
required by law, such notice shall be deemed reasonable and proper if given at
least 10 days before such sale or other disposition. The Pledgor shall remain
liable for any deficiency if the proceeds of any sale or other disposition of
the Collateral are insufficient to pay the Obligations and the fees and
disbursements of any attorneys employed by the Administrative Agent or any
Lender to collect such deficiency.

         9.       Registration Rights: Private Sales, (a) If the Administrative
Agent shall determine to exercise its right to sell any or all of the Pledged
Stock pursuant to Section 8, and if in the opinion of the Administrative Agent
it is necessary or advisable to have the Pledged Stock, or that portion thereof
to be sold, registered under the provisions of the Securities Act of 1933, as
amended (the "Securities Act"), the Pledgor will cause the Company to (i)
execute and deliver, and cause the directors and officers of the Company to
execute and deliver, all such instruments and documents, and do or cause to be
done all such other acts as may be, in the opinion of the Administrative Agent,
necessary or advisable to register the Pledged Stock, or that portion thereof to
be sold, under the provisions of the Securities Act, (ii) use its best efforts
to cause the registration statement relating thereto to become effective and to
remain effective for a period of 90 days from the date of the first public
offering of the Pledged Stock, or that portion thereof to be sold, and (iii)
make all amendments thereto and/or to the related prospectus that, in the
opinion of the Administrative Agent, are necessary or advisable, all in
conformity with the requirements of the Securities Act and the

                                       6
<PAGE>

rules and regulations of the Securities and Exchange Commission applicable
thereto. The Pledgor agrees to cause the Company to comply with the provisions
of the securities or "Blue Sky" laws of any and all jurisdictions that the
Administrative Agent shall reasonably designate and to make available to its
security holders, as soon as practicable, an earnings statement (which need not
be audited) that will satisfy the provisions of Section 11 (a) of the Securities
Act.

         (b)      The Pledgor recognizes that the Administrative Agent may be
unable to effect a public sale of any or all of the Pledged Stock, by reason of
certain prohibitions contained in the Securities Act and applicable state
securities laws or otherwise, and maybe compelled to resort to one or more
private sales thereof to a restricted group of purchasers that will be obliged
to agree, among other things, to acquire such securities for their own account
for investment and not with a view to the distribution or resale thereof. The
Pledgor acknowledges and agrees that any such private sale may result in prices
and other terms less favorable than if such sale were a public sale and,
notwithstanding such circumstances, agrees that any such private sale conducted
in a manner that the Administrative Agent in good faith believes to be
commercially reasonable under the circumstances shall be deemed to have been
made in a commercially reasonable manner. The Administrative Agent shall be
under no obligation to delay the sale of any of the Pledged Stock for the period
of time necessary to permit the Company to register such securities for public
sale under the Securities Act, or under applicable state securities laws, even
if the Company would agree to do so.

         (c)      The Pledgor further agrees to use its best efforts to do or
cause to be done all such other acts as may be necessary to make such sale or
sales of all or any portion of the Pledged Stock, pursuant to this Section 9
valid and binding and in compliance with any and all other applicable
Requirements of Law. The Pledgor further agrees that a breach of any of the
covenants contained in this Section 9 will cause irreparable injury to the
Administrative Agent, the Issuing Lender and the Lenders, that the
Administrative Agent, the Issuing Lender and the Lenders have no adequate remedy
at law in respect of such breach and, as a consequence, that each and every
covenant contained in this Section 9 shall be specifically enforceable against
the Pledgor, and the Pledgor hereby waives and agrees not to assert any defenses
against an action for specific performance of such covenants.

         10.      No Subrogation. Notwithstanding any payment or payments made
by the Pledgor hereunder, or any setoff or application of funds of the Pledgor
by any Lender, or the receipt of any amounts by the Administrative Agent, the
Issuing Lender or any Lender with respect to any of the Collateral, the Pledgor
shall not be entitled to be subrogated to any of the rights of the
Administrative Agent, the Issuing Lender or any Lender against the Company or
any other obligor or against any other collateral security held by the
Administrative Agent, the Issuing Lender or any Lender for the payment of the
Obligations, nor shall the Pledgor seek any reimbursement from the Company or
any other obligor in respect of payments made by the Pledgor in connection with
the Collateral, or amounts realized by the Administrative Agent, the Issuing
Lender or any Lender in connection with the Collateral, and any such rights of
subrogation and reimbursement of the Pledgor are hereby waived until all amounts
owing to the Administrative Agent and the Lenders on account of the Obligations
are paid in full, the Commitments are terminated and either no

                                       7
<PAGE>

Letters of Credit are outstanding or each outstanding Letter of Credit has been
cash collateralized so that it is fully secured to the satisfaction of the
Administrative Agent.

         11.      Amendments, etc. with Respect to the Obligations. The Pledgor
shall remain obligated hereunder, and the Collateral shall remain subject to the
Lien granted hereby, notwithstanding that, without any reservation of rights
against the Pledgor, and without notice to or further assent by the Pledgor, any
demand for payment of any of the Obligations made by the Administrative Agent,
the Issuing Lender or any Lender may be rescinded by the Administrative Agent,
the Issuing Lender or such Lender, and any of the Obligations continued, and the
Obligations, or the liability of the Company or any other Person upon or for any
part thereof, or any collateral security or guarantee therefor or right of
offset with respect thereto, may, from time to time, in whole or in part, be
renewed, extended, amended, modified, accelerated, compromised, waived,
surrendered, or released by the Administrative Agent, the Issuing Lender or any
Lender, and the Credit Agreement, the Notes, the Security Documents, the other
Credit Documents, any Interest Rate Agreement entered into with any Lender or
Lenders and any other documents executed and delivered in connection therewith
may be amended, modified, supplemented or terminated, in whole or in part, as
the Lenders (or the Required Lenders, as the case may be) may deem advisable
from time to time, and any guarantee, right of offset or other collateral
security at any time held by the Administrative Agent, the Issuing Lender or any
Lender for the payment of the Obligations may be sold, exchanged, waived,
surrendered or released. None of the Administrative Agent, the Issuing Lender
and the Lenders shall have any obligation to protect, secure, perfect or insure
any other Lien at any time held by it as security for the Obligations or any
property subject thereto. The Pledgor waives any and all notice of the creation,
renewal, extension or accrual of any of the Obligations and notice of or proof
of reliance by the Administrative Agent, the Issuing Lender or any Lender upon
this Pledge Agreement; the Obligations, and any of them shall conclusively be
deemed to have been created, contracted or incurred in reliance upon this Pledge
Agreement; and all dealings between the Company and the Pledgor, on the one
hand, and the Administrative Agent, the Issuing Lender and the Lenders, on the
other, shall likewise be conclusively presumed to have been had or consummated
in reliance upon this Pledge Agreement. The Pledgor waives diligence,
presentment, protest, demand for payment and notice of default or nonpayment to
or upon the Company, the Pledgor or any other obligor with respect to the
Obligations.

         12.      Limitation on Duties Regarding Collateral. The Administrative
Agent's sole duty with respect to the custody, safekeeping and physical
preservation of the Collateral in its possession, under Section 9-207 of the
Code or otherwise, shall be to deal with it in the same manner as the
Administrative Agent deals with similar securities and property for its own
account. None of the Administrative Agent, the Issuing Lender, any Lender nor
any of their respective directors, officers, employees or agents shall be liable
for failure to demand, collect or realize upon any of the Collateral or for any
delay in doing so or shall be under any obligation to sell or otherwise dispose
of any Collateral upon the request of the Pledgor or otherwise.

         13.      Powers Coupled with an Interest. All authorizations and
agencies herein contained with respect to the Collateral are irrevocable and
powers coupled with an interest.

                                       8
<PAGE>

         14.      Severability. Any provision of this Pledge 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, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

         15.      Section Headings. The section headings used in this Pledge
Agreement are for convenience of reference only and are not to affect the
construction hereof or be taken into consideration in the interpretation hereof.

         16.      No Waiver; Cumulative Remedies. Neither the Administrative
Agent, the Issuing Lender nor any Lender shall by any act (except by a written
instrument pursuant to Section 17 hereof) be deemed to have waived any right or
remedy hereunder or to have acquiesced in any default of any obligation under
any Credit Document or in any breach of any of the terms and conditions hereof
or thereof. No failure to exercise, nor any delay in exercising, on the part of
the Administrative Agent, the Issuing Lender or any Lender, any right, power or
privilege hereunder shall operate as a waiver thereof. No single or partial
exercise of any right, power or privilege hereunder shall preclude any other or
further exercise thereof or the exercise of any other right, power or privilege.
A waiver by the Administrative Agent, the Issuing Lender or any Lender of any
right or remedy hereunder on any one occasion shall not be construed as a bar to
any right or remedy which the Administrative Agent, the Issuing Lender or such
Lender would otherwise have on any future occasion. The rights and remedies
herein provided are cumulative, may be exercised singly or concurrently and are
not exclusive of any other rights or remedies provided by law.

         17.      Intention: Waivers and Amendments; Successors and Assigns;
Governing Law. This Pledge Agreement represents the entire agreement of the
Pledgor with respect to the subject matter hereof and there are no promises or
representations by the Administrative Agent or any Lender relative to the
subject matter hereof not reflected herein or in the other Credit Documents.
None of the terms or provisions of this Pledge Agreement may be amended,
supplemented or otherwise modified except by a written instrument executed by
the Pledgor and the Administrative Agent, provided that any provision of this
Pledge Agreement may be waived by the Administrative Agent in a letter or
agreement executed by the Administrative Agent or by telex or facsimile
transmission from the Administrative Agent. This Pledge Agreement shall be
binding upon the successors and assigns of the Pledgor and shall inure to the
benefit of the Administrative Agent, the Issuing Lender and the Lenders and
their respective successors and assigns. THIS PLEDGE AGREEMENT SHALL BE GOVERNED
BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK

         18.      Notices. Notices by me Administrative Agent to the Pledgor or
the Company may he given by mail or by facsimile transmission, addressed or
transmitted to the Pledgor or the Company at the Company's address or
transmission number set forth in subsection 12.2 of the Credit Agreement in the
case of the Company and on Schedule II hereto in the case of the Pledgor and
shall be effective (a) in the case of mail, three days after deposit in the
postal system, first class postage pre-paid, and (b) in the case of facsimile
notices, when sent. The Pledgor and the Company may change their respective
addresses and transmission numbers by written notice to the Administrative
Agent.

                                       9
<PAGE>

         19.      Counterparts. This Pledge Agreement may be executed by one or
more of the parties hereto on any number of separate counterparts and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument.

         20.      Irrevocable Authorization and Instruction to Company. The
Pledgor hereby authorizes and instructs the Company to comply with any
instruction received by it from the Administrative Agent in writing that (a)
states that an Event of Default has occurred and is continuing and (b) is
otherwise in accordance with the terms of this Pledge Agreement, without any
other or further instructions from the Pledgor, and the Pledgor agrees that the
Company shall be fully protected in so complying.

         21.      Authority of Administrative Agent. The Pledgor acknowledges
that the rights and responsibilities of the Administrative Agent under this
Pledge Agreement with respect to any action taken by the Administrative Agent or
the exercise or non-exercise by the Administrative Agent of any option, voting
right, request, judgment or other right or remedy provided for herein or
resulting or arising out of this Pledge Agreement shall, as between the
Administrative Agent and the Lenders, be governed by the Credit Agreement and by
such other agreements with respect thereto as may exist from time to time among
them, but, as between the Administrative Agent and the Pledger, the
Administrative Agent shall be conclusively presumed to be acting as agent for
the Lenders with full and valid authority so to act or refrain from acting, and
neither the Pledger, the Company nor any other obligor shall be under any
obligation, or entitlement, to make any inquiry respecting such authority.

         22.      Termination. This Pledge Agreement shall terminate when all
the Obligations have been fully paid and performed and the Commitments
terminated. Upon such termination, the Administrative Agent shall on its behalf
and on behalf of the Lenders reassign and redeliver (or cause to be reassigned
and redelivered) to the Pledgor, or to such person or persons as the Pledgor
shall designate or to whomever may be lawfully entitled to receive such surplus,
against receipt, such of the Collateral (if any) as shall not have been sold or
otherwise applied by the Administrative Agent pursuant to the terms hereof and
shall still be held by it hereunder, together with appropriate instruments of
reassignment and release. Any such reassignment shall be without recourse upon
or warranty by the Administrative Agent (other than a warranty that the
Administrative Agent has not assigned its rights and interests hereunder to any
other Person) and at the sole cost and expense of the Pledgor.

                                       10
<PAGE>

         IN WITNESS WHEREOF, the undersigned have caused this Pledge Agreement
to be duly executed and delivered as of the date first above written.

                                       WERNER HOLDING CO. (PA), INC.

                                       By:_____________________________________
                                          Name:
                                          Title:

                                       JPMORGAN CHASE BANK, as Administrative
                                       Agent

                                       By:_____________________________________
                                          Name:
                                          Title:

                                       11
<PAGE>

                           ACKNOWLEDGEMENT AND CONSENT

         The Company referred to in the foregoing Pledge Agreement hereby
acknowledges receipt of a copy thereof and agrees to be bound thereby and to
comply with the terms thereof insofar as such terms are applicable to it. The
Company agrees to notify the Administrative Agent promptly in writing of the
occurrence of any of the events described in Section 5(a) of the Pledge
Agreement. The Company further agrees that the terms of Section 9(c) of the
Pledge Agreement shall apply to it, mutatis mutandis, with respect to all
actions that may be required of it under or pursuant to or arising out of
Section 9 of the Pledge Agreement.

                                       WERNER HOLDING CO. (DE), INC.

                                       By:_____________________________________
                                          Name:
                                          Title:

<PAGE>

                                                                      SCHEDULE I
                                                       Holdings Pledge Agreement

                          DESCRIPTION OF PLEDGED STOCK

<TABLE>
<CAPTION>
                        Class                  Stock               No. of
Issuer                 of Stock             Certificate No.        Shares
------                 --------             ---------------        ------
<S>                    <C>                  <C>                    <C>
</TABLE>

<PAGE>

                                                                     SCHEDULE II
                                                       Holdings Pledge Agreement

                               ADDRESS OF PLEDGOR

                  Werner Holding Co. (PA), Inc.
                  93 Werner Road
                  Greenville, Pennsylvania 16125
                  Attention: Eric J. Werner, Esq.
                  Telecopy:(742) 588-0718

                  With a copy to:

                  Gibson, Dunn & Crutcher LLP
                  200 Park Avenue
                  New York, New York 10166
                  Attention: Janet Vance, Esq.
                  Telecopy: (212) 351-4035

<PAGE>

                                                                       EXHIBIT I
                                                                          TO THE
                                                                CREDIT AGREEMENT

                                     FORM OF
                       SUBSECTION 5.11(d)(2) CERTIFICATE

                  Reference is hereby made to the Credit Agreement, dated as of
June 11, 2003 (as amended, modified, or supplemented from time to time, the
"Credit Agreement"), among Werner Holding Co. (DE), Inc., a Delaware corporation
(the "Borrower"), the several lenders from time to time parties thereto, J.P.
Morgan Securities Inc. and Citigroup Global Markets Inc., as Joint Lead
Arrangers and Joint Bookrunners, Citigroup Global Markets Inc., as Syndication
Agent, and JPMorgan Chase Bank, as Administrative Agent. Pursuant to the
provisions of subsection 5.11(d)(2) of the Credit Agreement, the undersigned
hereby certifies that it is not a "bank" as such term is used in Section
881(c)(3)(A) of the Internal Revenue Code of 1986, as amended.

                                       NAME OF INSTITUTION

                                       By: ______________________________
                                           Title:

Date:

<PAGE>

                                                                     EXHIBIT K-l
                                                                          TO THE
                                                                CREDIT AGREEMENT

                      FORM OF HOLDINGS CLOSING CERTIFICATE

         Pursuant to subsection 7.1(m) of the Credit Agreement dated as of June
11, 2003 (the "Credit Agreement": terms defined therein being used herein as
therein defined), among Werner Holding Co. (DE), Inc., a Delaware corporation
(the "Borrower"), the several lenders from time to time parties thereto (the
"Lenders"), Citigroup Global Markets Inc., as syndication agent (in such
capacity, the "Syndication Agent"), Citigroup Global Markets Inc. and J.P.
Morgan Securities, Inc., as joint lead arrangers and joint bookrunners (in such
capacity, the "Arrangers"), and JPMorgan Chase Bank, as administrative agent for
the Lenders (in such capacity, the "Administrative Agent" and, together with the
Syndication Agent, the "Agents"), the undersigned, Larry V. Friend, Vice
President, Chief Financial Officer and Treasurer of Werner Holding Co. (PA),
Inc., a Pennsylvania corporation, (the "Company") hereby certifies as follows:

         1.       The representations and warranties of the Company set forth in
each of the Credit Documents to which it is a party or which are contained in
any certificate furnished by or on behalf of the Company pursuant to any of the
Credit Documents to which it is a party are true and correct in all material
respects on and as of the date hereof with the same effect as if made on the
date hereof except for representations and warranties expressly stated to relate
to a specific earlier date, in which case such representations and warranties
were true and correct in all material respects as of such earlier date.

         2.       I am the duly elected and qualified Vice President, Chief
Financial Officer and Treasurer of the Company and Eric J. Werner is the duly
elected and qualified Vice President, General Counsel and Secretary of the
Company and the signature set forth on the signature line for such officer is
such officer's true and genuine signature.

         The undersigned, Eric J. Werner, the Vice President, General Counsel
and Secretary of the Company hereby certifies as follows:

         3.       There are no liquidation or dissolution proceedings pending or
to my knowledge threatened against the Company, nor has any other event occurred
adversely affecting or threatening the continued corporate existence of the
Company.

         4.       The Company is a corporation duly incorporated, validly
existing and in good standing under the laws of the jurisdiction of its
organization.

         5.       Attached hereto as Annex 1 is a true and complete copy of
resolutions duly adopted by the Board of Directors of the Company on June__,
2003; such resolutions have not in any way been amended, restated, modified,
revoked or rescinded, have been in full force and effect since their adoption to
and including the date hereof and are now in full force and effect and are the
only corporate proceedings of the Company now in force relating to or affecting
the matters referred to therein.

         6.       Attached hereto as Annex 2 is a true and complete copy of the
Bylaws of the Company as in effect on the date hereof.

         7.       Attached hereto as Annex 3 is a true and complete copy of the
Certificate of Incorporation of the Company, as amended, as in effect on the
date hereof.

<PAGE>

         8.       The following persons are duly elected and qualified officers
of the Company holding the offices indicated next to their respective names
below as of the date hereof, and the signatures appearing opposite their
respective names below are the true and genuine signatures of such officers, and
each of such officers is duly authorized to execute and deliver on behalf of the
Company each of the Credit Documents to which it is a party and any certificate
or other document to be delivered by the Company pursuant to the Credit
Documents to which it is a party:

<TABLE>
<CAPTION>
    Name                              Office                             Signature
    ----                              ------                             ---------
<S>                     <C>                                            <C>
                        Vice President, Chief Financial
Larry V. Friend              Officer and Treasurer                     _______________

Eric J. Werner           Vice President, General Counsel
                                and Secretary                          _______________
</TABLE>

<PAGE>

         IN WITNESS WHEREOF, the undersigned have hereunto set out their names
as of the date first written above.

By: ______________________________________       By: __________________________
    Name:  Larry V. Friend                           Name:  Eric J. Werner
    Title: Vice President, Chief Financial           Title: Vice President,
             Officer and Treasurer                          General Counsel
                                                            and Secretary
<PAGE>

                                                                     EXHIBIT K-2
                                                                          TO THE
                                                                CREDIT AGREEMENT

                       FORM OF COMPANY CLOSING CERTIFICATE

         Pursuant to subsection 7.1(m) of the Credit Agreement dated as of June
11, 2003 (the "Credit Agreement"; terms defined therein being used herein as
therein defined), among Werner Holding Co., (DE), Inc., a Delaware corporation
(the "Borrower"), the several lenders from time to time parties thereto (the
"Lenders"). Citigroup Global Markets Inc., as syndication agent (in such
capacity, the "Syndication Agent"), Citigroup Global Markets Inc. and J.P.
Morgan Securities, Inc., as joint lead arrangers and joint bookrunners (in such
capacity, the "Arrangers"), and JPMorgan Chase Bank, as administrative agent for
the Lenders (in such capacity, the "Administrative Agent" and, together with the
Syndication Agent, the "Agents"), the undersigned, Larry V. Friend, Vice
President, Chief Financial Officer and Treasurer of the Borrower hereby
certifies as follows:

         1.       The representations and warranties of the Borrower set forth
in each of the Credit Documents to which it is a party or which are contained in
any certificate furnished by or on behalf of the Borrower pursuant to any of the
Credit Documents to which it is a party are true and correct in all material
respects on and as of the date hereof with the same effect as if made on the
date hereof except for representations and warranties expressly stated to relate
to a specific earlier date, in which case such representations and warranties
were true and correct in all material respects as of such earlier date.

         2.       No Default or Event of Default has occurred and is continuing
as of the date hereof or after giving effect to the Loans to be made and any
Letters of Credit to be issued, on the date hereof.

         3.       Simultaneously with the incurrence of the loans contemplated
by the Credit Agreement on the Closing Date, the Transactions as defined in the
Credit Agreement, shall have been consummated pursuant to the Recapitalization
Agreement, the Credit Documents and in compliance with Section 7.1(b) of the
Credit Agreement. On the date hereof, all of the conditions in Section 7.1(t) of
the Credit Agreement have been satisfied.

         4.       I am the duly elected and qualified Vice President, Chief
Financial Officer and Treasurer of the Company and Eric J. Werner is the duly
elected and qualified Vice President, General Counsel and Secretary of the
Borrower and the signature set forth on the signature line for such officer is
such officer's true and genuine signature.

         The undersigned, Eric J. Werner, the Vice President, General Counsel
and Secretary of the Borrower certifies as follows:

         5.       There are no liquidation or dissolution proceedings pending or
to my knowledge threatened against the Borrower, nor has any other event
occurred adversely affecting or threatening the continued corporate existence of
the Borrower.

         6.       The Borrower is a corporation duly incorporated, validly
existing and in good standing under the laws of the jurisdiction of its
organization.

         7.       Attached hereto as Annex 1 is a true and complete copy of
resolutions duly adopted by the Board of Directors of the Borrower on June ____,
2003; such resolutions have not in any way been amended, restated, modified,
revoked or rescinded, have been in full force and effect since their adoption

<PAGE>

to and including the date hereof and are now in full force and effect and are
the only corporate proceedings of the Borrower now in force relating to or
affecting the matters referred to therein.

         8.       Attached hereto as Annex 2 is a true and complete copy of the
Bylaws of the Borrower as in effect on the date hereof.

         9.       Attached hereto as Annex 3 is a true and complete copy of the
Certificate of Incorporation, as amended, of the Borrower as in effect on the
date hereof.

         10.      The following persons are duly elected and qualified officers
of the Borrower holding the offices indicated next to their respective names
below as of the date hereof, and the signatures appearing opposite their
respective names below are the true and genuine signatures of such officers, and
each of such officers is duly authorized to execute and deliver on behalf of the
Borrower each of the Credit Documents to which it is a party and any certificate
or other document to be delivered by the Borrower pursuant to the Credit
Documents to which it is a party:

<TABLE>
<CAPTION>
    Name                              Office                             Signature
    ----                              ------                             ---------
<S>                     <C>                                            <C>
                        Vice President, Chief Financial
Larry V. Friend              Officer and Treasurer                     _______________

Eric J. Werner           Vice President, General Counsel
                                and Secretary                          _______________
</TABLE>

<PAGE>

         IN WITNESS WHEREOF, the undersigned have hereunto set out their names
as of the date first written above.

By: ______________________________________          By: ________________________
    Name:  Larry V. Friend                              Name:  Eric J. Werner
    Title: Vice President, Chief Financial Officer      Title: Vice President,
           and Treasurer                                       General Counsel
                                                               and Secretary
<PAGE>
                                                                     EXHIBIT K-3
                                                                          TO THE
                                                                CREDIT AGREEMENT

                     FORM OF SUBSIDIARY CLOSING CERTIFICATE

                  Pursuant to subsection 7.1(m) of the Credit Agreement dated as
of June 11, 2003 (the "Credit Agreement": terms defined therein being used
herein as therein defined), among Werner Holding Co. (DE), Inc., a Delaware
corporation (the "Borrower"), the several lenders from time to time parties
thereto (the "Lenders"), Citigroup Global Markets Inc., as syndication agent (in
such capacity, the "Syndication Agent"), Citigroup Global Markets Inc. and J.P.
Morgan Securities, Inc., as joint lead arrangers and joint bookrunners (in such
capacity, the "Arrangers"), and JPMorgan Chase Bank, as administrative agent for
the Lenders (in such capacity, the "Administrative Agent" and, together with the
Syndication Agent, the "Agents"), the undersigned [    ] of [    ], a State
corporation (the "Company"), hereby certifies as follows:

         1.       The representations and warranties of the Company set forth in
each of the Credit Documents to which it is a party or which are contained in
any certificate furnished by or on behalf of the Company pursuant to any of the
Credit Documents to which it is a party are true and correct in all material
respects on and as of the date hereof with the same effect as if made on the
date hereof except for representations and warranties expressly stated to relate
to a specific earlier date, in which case such representations and warranties
were true and correct in all material respects as of such earlier date.

         2.       I am the duly elected and qualified Chief Financial Officer of
the Company and Name of Officer is the duly elected and qualified Secretary of
the Company and the signature set forth on the signature line for such officer
is such officer's true and genuine signature.

         The undersigned, Name, the Secretary of the Company hereby certifies as
follows:

         3.       There are no liquidation or dissolution proceedings pending or
to my knowledge threatened against the Company, nor has any other event occurred
adversely affecting or threatening the continued corporate existence of the
Company.

         4.       The Company is a corporation duly incorporated, validly
existing and in good standing under the laws of the jurisdiction of its
organization.

         5.       Attached hereto as Annex 1 is a true and complete copy of
resolutions duly adopted by the Board of Directors of the Company on____ ______,
2003; such resolutions have not in any way been amended, restated, modified,
revoked or rescinded, have been in full force and effect since their adoption to
and including the date hereof and are now in full force and effect and are the
only corporate proceedings of the Company now in force relating to or affecting
the matters referred to therein.

         6.       Attached hereto as Annex 2 is a true and complete copy of the
Bylaws of the Company as in effect on the date hereof.

         7.       Attached hereto as Annex 3 is a true and complete copy of the
Certificate of Incorporation of the Company as in effect on the date hereof.

<PAGE>

         8.       The following persons are duly elected and qualified officers
of the Company holding the offices indicated next to their respective names
below as of the date hereof, and the signatures appearing opposite their
respective names below are the true and genuine signatures of such officers, and
each of such officers is duly authorized to execute and deliver on behalf of the
Company each of the Credit Documents to which it is a party and any certificate
or other document to be delivered by the Company pursuant to the Credit
Documents to which it is a party:

        Name                 Office              Date           Signature
-------------------  -----------------------  ----------  ---------------------

                     Chief Financial Officer               _____________________

                     Secretary                             _____________________

<PAGE>

         IN WITNESS WHEREOF, the undersigned have hereunto set out their names
as of the date first written above.

__________________________________              ________________________________
Name:                                           Name:
Title: Chief Financial Officer                  Title: Secretary

<PAGE>

                                                                       EXHIBIT L
                                                                          TO THE
                                                                CREDIT AGREEMENT

                                FORM OF MORTGAGE

<PAGE>

                                                                       EXHIBIT L

After recording please return to:

Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017                               [to be conformed to state
Attention: Cynthia Parker                                 specific requirements]

================================================================================

          MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND RENTS,
                               AND FIXTURE FILING

                                     made by

                           [_______________________]

                                   Mortgagor,

                                       to

                              JPMORGAN CHASE BANK,
                       as Administrative Agent, Mortgagee

                           Dated as of June____, 2003

================================================================================

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                Page
<S>                                                                                            <C>
Background...................................................................................     1

Granting Clauses.............................................................................     2

Terms and Conditions.........................................................................     4
      1.  Warranty of Title..................................................................     4
      2.  Payment of Obligations.............................................................     4
      3.  Requirements.......................................................................     4
      4.  Payment of Taxes and Other Impositions.............................................     4
      5.  Insurance..........................................................................     5
      6.  Restrictions on Liens and Encumbrances.............................................     5
      7.  Due on Sale and Other Transfer Restrictions........................................     6
      8.  Condemnation/Eminent Domain........................................................     6
      9.  Leases.............................................................................     6
      10. Further Assurances.................................................................     6
      11. Mortgagee's Right to Perform.......................................................     6
      12. Events of Default..................................................................     6
      13. Remedies...........................................................................     6
      14. Right of Mortgagee to Credit Sale..................................................     8
      15. Appointment of Receiver............................................................     8
      16. Extension, Release, etc............................................................     8
      17. Security Agreement under Uniform Commercial Code...................................     9
      18. Assignment of Rents................................................................     9
      19. Additional Rights..................................................................    10
      20. Notices............................................................................    10
      21. No Oral Modification...............................................................    11
      22. Partial Invalidity.................................................................    11
      23. Mortgagor's Waiver of Rights.......................................................    11
      24. Remedies Not Exclusive.............................................................    12
      25. Multiple Security..................................................................    12
      26. Successors and Assigns.............................................................    13
      27. No Waivers, etc....................................................................    13
      28. Governing Law, etc.................................................................    13
      29. Certain Definitions................................................................    14
      30. Last Dollars Secured; Priority.....................................................    14
      31. Release............................................................................    14
</TABLE>

<PAGE>
                          MORTGAGE, SECURITY AGREEMENT,
               ASSIGNMENT OF LEASES AND RENTS, AND FIXTURE FILING

                  THIS MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND
RENTS, AND FIXTURE FILING, dated as of June ___, 2003 is made by [__________] a
[__________] corporation ("Mortgagor"), whose address is [_________________], to
JPMorgan Chase Bank, as Administrative Agent (in such capacity, "Mortgagee").
References to this "Mortgage" shall mean this instrument and any and all
renewals, modifications, amendments, supplements, extensions, consolidations,
substitutions, spreaders and replacements of this instrument.

                                   Background

                  A.       Werner Holding Co. (DE), Inc., a Delaware corporation
(the "Borrower"), the several banks and other financial institutions or entities
from time to time parties thereto (the "Lenders"), J.P. Morgan Securities, Inc.
and Citigroup Global Markets Inc., as joint arrangers and joint bookrunners,
Citigroup Global Markets Inc., as syndication agent, and Mortgagee, are parties
to that certain Credit Agreement, dated as of June _, 2003 (as amended,
supplemented or otherwise modified from time to time, the "Credit Agreement").
The terms of the Credit Agreement are incorporated by reference in this Mortgage
as if the terms thereof were fully set forth herein. Capitalized terms not
otherwise defined herein shall have the meanings ascribed thereto in the Credit
Agreement. References in this Mortgage to the "Default Rate" shall mean the
interest rate applicable pursuant to Section 5.5(c) of the Credit Agreement.

                  B.       Pursuant to the Credit Agreement, the Lenders have
severally agreed to make extensions of credit to the Borrowers upon the terms
and subject to the conditions set forth therein.

                  C.       Borrower is a member of an affiliated group of
companies that includes Mortgagor.

                  D.       The proceeds of the extensions of credit under the
Credit Agreement will be used in part to enable the Borrower to make valuable
transfers to Mortgagor in connection with the operation of its business.

                  E.       Certain of the Lenders or their Affiliates may enter
into Interest Rate Agreements or Foreign Currency Agreements with the Mortgagor.

                  F.       Borrower and the Mortgagor are engaged in related
businesses, and Mortgagor will derive substantial direct and indirect benefit
from the extensions of credit under the Credit Agreement and from the Interest
Rate Agreements and Foreign Currency Agreements.

                  G.       Mortgagor (i) is the owner of the fee simple estate
in the parcel(s) of real property described on Schedule A attached hereto (the
"Owned Land") and (ii) owns, leases or otherwise has the right to use all of the
buildings, improvements, structures, and fixtures now or subsequently located on
the Land (the "Improvements"; the Land and the Improvements being collectively
referred to as the "Real Estate").

<PAGE>

                                                                               2

                  H.       It is a condition precedent to the obligation of the
Lenders to make their respective extensions of credit to the Borrower under the
Credit Agreement that the Mortgagor shall have executed and delivered this
Mortgage to the Mortgagee for the ratable benefit of the Secured Parties.
References herein to the "Secured Parties" shall mean the collective reference
to Mortgagee, the Lenders (including any Issuing Lender in its capacity as
Issuing Lender) and their respective successors, indorsees, transferees and
assigns).

                                Granting Clauses

                  For good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Mortgagor agrees that to secure
the payment of (i) all obligations and liabilities of Mortgagor which may arise
under or in connection with the Subsidiary Guarantee, or any other Loan Document
to which Mortgagor is a party and (ii) all obligations of Mortgagor to any
Lender or Lenders or its or their Affiliates under or in respect of any Interest
Rate Agreement or Foreign Currency Agreement (collectively, the "Obligations").

MORTGAGOR HEREBY GRANTS TO MORTGAGEE A LIEN UPON AND A SECURITY INTEREST IN, AND
HEREBY MORTGAGES AND WARRANTS, GRANTS, ASSIGNS, TRANSFERS AND SETS OVER TO
MORTGAGEE:

                  (a)      all right, title and interest of the Mortgagor in the
         Owned Land;

                  (b)      all right, title and interest Mortgagor now has or
         may hereafter acquire in and to the Improvements or any part thereof
         (whether owned in fee by Mortgagor or held pursuant to the Mortgaged
         Lease or otherwise) and all the estate, right, title, claim or demand
         whatsoever of Mortgagor, in possession or expectancy, in and to the
         Real Estate or any part thereof;

                  (c)      all right, title and interest of Mortgagor in, to and
         under all easements, rights of way, licenses, operating agreements,
         abutting strips and gores of land, streets, ways, alleys, passages,
         sewer rights, waters, water courses, water and flowage rights,
         development rights, air rights, mineral and soil rights, plants,
         standing and fallen timber, and all estates, rights, titles, interests,
         privileges, licenses, tenements, hereditaments and appurtenances
         belonging, relating or appertaining to the Real Estate, and any
         reversions, remainders, rents, issues, profits and revenue thereof and
         all land lying in the bed of any street, road or avenue, in front of or
         adjoining the Real Estate to the center line thereof;

                  (d)      all right, title and interest of the Mortgagor in the
         fixtures, chattels, business machines, machinery, apparatus, equipment,
         furnishings, fittings, appliances and articles of personal property of
         every kind and nature whatsoever, and all appurtenances and additions
         thereto and substitutions or replacements thereof (together with, in
         each case, attachments, components, parts and accessories) currently
         owned or subsequently acquired by Mortgagor and now or subsequently
         attached to, or contained in or used or usable in any way in connection
         with any operation or letting of the Real Estate, including but without
         limiting the generality of the foregoing, all screens, awnings, shades,
         blinds, curtains, draperies, artwork, carpets, rugs, storm doors and
         windows, furniture and furnishings, heating, electrical, and mechanical
         equipment, lighting, switchboards, plumbing, ventilating, air
         conditioning and air-cooling apparatus,

<PAGE>

                                                                               3

         refrigerating, and incinerating equipment, escalators, elevators,
         loading and unloading equipment and systems, stoves, ranges, laundry
         equipment, cleaning systems (including window cleaning apparatus),
         telephones, communication systems (including satellite dishes and
         antennae), televisions, computers, sprinkler systems and other fire
         prevention and extinguishing apparatus and materials, security systems,
         motors, engines, machinery, pipes, pumps, tanks, conduits, appliances,
         fittings and fixtures of every kind and description (all of the
         foregoing in this paragraph (e) being referred to as the "Equipment");

                  (e)      all right, title and interest of Mortgagor in and to
         all substitutes and replacements of, and all additions and improvements
         to, the Real Estate and the Equipment, subsequently acquired by or
         released to Mortgagor or constructed, assembled or placed by Mortgagor
         on the Real Estate, immediately upon such acquisition, release,
         construction, assembling or placement, including, without limitation,
         any and all building materials whether stored at the Real Estate or
         offsite, and, in each such case, without any further deed, conveyance,
         assignment or other act by Mortgagor;

                  (f)      all right, title and interest of Mortgagor, if any,
         in, to and under all leases, subleases, underlettings, concession
         agreements, management agreements, licenses and other agreements
         relating to the use or occupancy of the Real Estate or the Equipment or
         any part thereof, now existing or subsequently entered into by
         Mortgagor and whether written or oral and all guarantees of any of the
         foregoing (collectively, as any of the foregoing may be amended,
         restated, extended, renewed or modified from time to time, the
         "Leases"), and all rights of Mortgagor in respect of cash and
         securities deposited thereunder and the right to receive and collect
         the revenues, income, rents, issues and profits thereof, together with
         all other rents, royalties, issues, profits, revenue, income and other
         benefits arising from the use and enjoyment of the Mortgaged Property
         (as defined below) (collectively, the "Rents");

                  (g)      subject to the terms of the Credit Agreement, all
         unearned premiums under insurance policies now or subsequently obtained
         by Mortgagor relating to the Real Estate or Equipment and Mortgagor's
         interest in and to all proceeds of any such insurance policies
         (including title insurance policies) including the right to collect and
         receive such proceeds, subject to the provisions relating to insurance
         generally set forth below; and all awards and other compensation,
         including the interest payable thereon and the right to collect and
         receive the same, made to the present or any subsequent owner of the
         Real Estate or Equipment for the taking by eminent domain, condemnation
         or otherwise, of all or any part of the Real Estate or any easement or
         other right therein; and

                  (h)      all proceeds, both cash and noncash, of the
         foregoing;

                  (All of the foregoing property and rights and interests now
owned or held or subsequently acquired by Mortgagor and described in the
foregoing clauses (a) through (d) are collectively referred to as the
"Premises", and those described in the foregoing clauses (a) through (j) are
collectively referred to as the "Mortgaged Property").

                  TO HAVE AND TO HOLD the Mortgaged Property and the rights and
privileges hereby mortgaged unto Mortgagee, its successors and assigns for the
uses and purposes set forth,

<PAGE>

                                                                               4

until the Obligations are fully paid and performed, provided, however, that the
condition of this Mortgage is such that if the Obligations are fully paid and
performed, then the estate hereby granted shall cease, terminate and become void
but shall otherwise remain in full force and effect.

                  [This Mortgage covers present and future advances and
re-advances, in the aggregate amount of the obligations secured hereby, made by
the Secured Parties for the benefit of Mortgagor, and the lien of such future
advances and re-advances shall relate back to the date of this Mortgage.]1

                              Terms and Conditions

                  Mortgagor further represents, warrants, covenants and agrees
with Mortgagee and the Secured Parties as follows:

         1.       Payment of Obligations. Mortgagor shall pay and perform the
Obligations at the times and places and in the manner specified in the Loan
Documents.

         2.       Requirements. Mortgagor shall promptly comply with all
covenants, restrictions and conditions now or later of record which may be
applicable to any of the Mortgaged Property, or to the use, manner of use,
occupancy, possession, operation, maintenance, alteration, repair or
reconstruction of any of the Mortgaged Property, except where a failure to do so
could not reasonably be expected to have a material adverse effect (considered
both individually and together with other such failures) on (i) the current
business, operations or condition (financial or otherwise) of the Mortgagor,
(ii) the current use of the Mortgaged Property or (iii) the value of the
Mortgaged Property (assuming its current use).

         3.       Payment of Taxes and Other Impositions. (a) Except as may be
otherwise provided in the Credit Agreement, promptly when due or prior to the
date on which any fine, penalty, interest or cost may be added thereto or
imposed, Mortgagor shall pay and discharge all taxes, charges and assessments of
every kind and nature, all charges for any easement or agreement maintained for
the benefit of any of the Real Estate, all general and special assessments,
levies, permits, inspection and license fees, all water and sewer rents and
charges, vault taxes and all other public charges even if unforeseen or
extraordinary, imposed upon or assessed against or which may become a lien on
any of the Real Estate, or arising in respect of the occupancy, use or
possession thereof, together with any penalties or interest on any of the
foregoing (all of the foregoing are collectively referred to herein as the
"Impositions"), except where (i) the validity or amount thereof is being
contested in good faith by appropriate proceedings, and (ii) the Mortgagor has
set aside on its books adequate reserves with respect thereto in accordance with
GAAP. Upon request by Mortgagee, Mortgagor shall deliver to Mortgagee evidence
reasonably acceptable to Mortgagee showing the payment of any such Imposition.
If by law any Imposition, at Mortgagor's option, may be paid in installments
(whether or not interest shall accrue on the unpaid balance of such Imposition),
Mortgagor may elect to pay such Imposition in such installments and shall be
responsible for the payment of such installments with interest, if any.

------------------------
1        Subject to local customs and minimizing tax effects.

<PAGE>

                                                                               5

                  (b)      Nothing herein shall affect any right or remedy of
Mortgagee under this Mortgage or otherwise, without notice or demand to
Mortgagor, to pay any Imposition after the date such Imposition shall have
become delinquent, and add to the Obligations the amount so paid, together with
interest from the time of payment at the Default Rate. Any sums paid by
Mortgagee in discharge of any Impositions shall be (i) a lien on the Premises
secured hereby prior to any right or title to, interest in, or claim upon the
Premises subordinate to the lien of this Mortgage, and (ii) payable on demand by
Mortgagor to Mortgagee together with interest at the Default Rate as set forth
above.

         4.       Insurance.

                  (a)      If any portion of the Premises is located in an area
identified as a special flood hazard area by the Federal Emergency Management
Agency or other applicable agency, Mortgagor shall maintain or cause to be
maintained, flood insurance in an amount reasonably satisfactory to Mortgagee,
but in no event less than the maximum limit of coverage available under the
National Flood Insurance Act of 1968, as amended.

                  (b)      To the extent contemplated by the Credit Agreement,
Mortgagor promptly shall comply with and conform in all material respects to (i)
all provisions of each such insurance policy, and (ii) all requirements of the
insurers applicable to Mortgagor or to any of the Mortgaged Property or to the
use, manner of use, occupancy, possession, operation, maintenance, alteration or
repair of any of the Mortgaged Property. Mortgagor shall not use or permit the
use of the Mortgaged Property in any manner which would permit any insurer to
cancel any insurance policy or void coverage required to be maintained by this
Mortgage.

                  (c)      If Mortgagor is in default of its obligations to
insure or deliver any such prepaid policy or policies after any applicable
notice or cure periods, then Mortgagee, at its option upon 5 business days'
notice to Mortgagor, may effect such insurance from year to year at rates
substantially similar to the rate at which Mortgagor had insured the Premises,
and pay the premium or premiums therefor, and Mortgagor shall pay to Mortgagee
on reasonable written demand such premium or premiums so paid by Mortgagee with
interest from the time of payment at the Default Rate.

                  (d)      All insurance proceeds paid or payable in connection
with any damage or casualty to the Real Estate shall be deemed proceeds from a
Recovery Event and applied in the manner specified in the Credit Agreement.

                  (e)      In the event of foreclosure of this Mortgage or other
transfer of title to the Mortgaged Property, all right, title and interest of
Mortgagor in and to any insurance policies then in force shall pass to the
purchaser or grantee except to the extent that any insurance policy is a
"blanket" or "umbrella" policy.

         5.       Restrictions on Liens and Encumbrances. Except for the lien of
this Mortgage and the Permitted Exceptions and any Lien permitted by the Loan
Documents, Mortgagor shall not further mortgage, nor otherwise encumber the
Mortgaged Property nor create or suffer to exist any lien, charge or encumbrance
on the Mortgaged Property, or any part thereof, whether superior or subordinate
to the lien of this Mortgage and whether recourse or non-recourse.

<PAGE>

                                                                               6

         6.       Due on Sale and Other Transfer Restrictions. Except as
expressly permitted under Section 9.5 of the Credit Agreement, or as otherwise
permitted by the Loan Documents, Mortgagor shall not sell, transfer, convey or
assign all or any portion of, or any interest in, the Mortgaged Property.

         7.       Condemnation/Eminent Domain. Immediately upon obtaining
knowledge of the institution of any proceedings for the condemnation of the
Mortgaged Property, or any material portion thereof, Mortgagor will notify
Mortgagee of the pendency of such proceedings. All awards and proceeds relating
to such condemnation shall be deemed proceeds from a Recovery Event and applied
in the manner specified in the Credit Agreement.

         8.       Leases. Except as expressly permitted under the Credit
Agreement or as otherwise permitted by the Loan Documents, Mortgagor shall not
(a) execute an assignment or pledge of any Lease relating to all or any portion
of the Mortgaged Property other than in favor of Mortgagee, or (b) execute or
permit to exist any Lease of any of the Mortgaged Property.

         9.       Further Assurances. To further assure Mortgagee's rights under
this Mortgage, Mortgagor agrees promptly upon demand of Mortgagee to do any act
or execute any additional documents (including, but not limited to, security
agreements on any personalty included or to be included in the Mortgaged
Property and a separate assignment of each Lease in recordable form) as may be
reasonably required by Mortgagee to confirm the lien of this Mortgage and all
other rights or benefits conferred on Mortgagee by this Mortgage, provided,
however, that any such further assurances do not increase Mortgagor's
obligations or decrease Mortgagor's rights in any material respect under this
Mortgage.

         10.      Mortgagee's Right to Perform. If Mortgagor fails to perform
any of the covenants or agreements of Mortgagor, within the applicable grace
period, if any, provided for in the Credit Agreement, Mortgagee, without waiving
or releasing Mortgagor from any obligation or default under this Mortgage, may,
at any time upon 5 business days' notice to Mortgagor (but shall be under no
obligation to) pay or perform the same, and the amount or cost thereof, with
interest at the Default Rate, shall immediately be due from Mortgagor to
Mortgagee and the same shall be secured by this Mortgage and shall be a lien on
the Mortgaged Property prior to any right, title to, interest in, or claim upon
the Mortgaged Property attaching subsequent to the lien of this Mortgage. No
payment or advance of money by Mortgagee under this Section shall be deemed or
construed to cure Mortgagor's default or waive any right or remedy of Mortgagee.

         11.      Events of Default. The occurrence of an Event of Default under
the Credit Agreement shall constitute an Event of Default hereunder.

         12.      Remedies. (a) [WILL BE CONFORMED TO LOCAL LAW] Upon the
occurrence and during the continuance of any Event of Default, Mortgagee may
immediately take such action, without notice or demand, as it deems advisable to
protect and enforce its rights against Mortgagor and in and to the Mortgaged
Property, including, but not limited to, the following actions, each of which
may be pursued concurrently or otherwise, at such time and in such manner as
Mortgagee may determine, in its sole discretion, without impairing or otherwise
affecting the other rights and remedies of Mortgagee:

<PAGE>

                                                                               7

                           (i)      Mortgagee may, to the extent permitted by
                  applicable law, (A) institute and maintain an action of
                  mortgage foreclosure against all or any part of the Mortgaged
                  Property, (B) institute and maintain an action on the Credit
                  Agreement, the Subsidiary Guarantee or any other Loan
                  Document, (C) sell all or part of the Mortgaged Property
                  (Mortgagor expressly granting to Mortgagee the power of sale),
                  or (D) take such other action at law or in equity for the
                  enforcement of this Mortgage or any of the Loan Documents as
                  the law may allow. Mortgagee may proceed in any such action to
                  final judgment and execution thereon for all sums due
                  hereunder, together with interest thereon at the Default Rate
                  and all costs of suit, including, without limitation,
                  reasonable attorneys' fees and disbursements. Interest at the
                  Default Rate shall be due on any judgment obtained by
                  Mortgagee from the date of judgment until actual payment is
                  made of the full amount of the judgment. Mortgagor agrees that
                  in addition to all other rights of Mortgagee hereunder and
                  without waiving or modifying any of its rights, Mortgagee may
                  to the maximum extent permitted by law, foreclose and at its
                  sole option utilize the provisions of [local statute], or its
                  successor or any other statute which allows Mortgagee to
                  obtain the Mortgaged Property by using a shortened redemption
                  period; and

                           (ii)     Mortgagee may personally, or by its agents,
                  attorneys and employees and without regard to the adequacy or
                  inadequacy of the Mortgaged Property or any other collateral
                  as security for the Obligations enter into and upon the
                  Mortgaged Property and each and every part thereof and exclude
                  Mortgagor and its agents and employees therefrom without
                  liability for trespass, damage or otherwise (Mortgagor hereby
                  agreeing to surrender possession of the Mortgaged Property to
                  Mortgagee upon demand at any such time) and use, operate,
                  manage, maintain and control the Mortgaged Property and every
                  part thereof. Following such entry and taking of possession,
                  Mortgagee shall be entitled, without limitation, (x) to lease
                  all or any part or parts of the Mortgaged Property for such
                  periods of time and upon such conditions as Mortgagee may, in
                  its discretion, deem proper, (y) to enforce, cancel or modify
                  any Lease and (z) generally to execute, do and perform any
                  other act, deed, matter or thing concerning the Mortgaged
                  Property as Mortgagee shall deem appropriate as fully as
                  Mortgagor might do.

                  (b)      In case of a foreclosure sale, the Real Estate may be
sold, at Mortgagee's election, in one parcel or in more than one parcel and
Mortgagee is specifically empowered (without being required to do so, and in its
sole and absolute discretion) to cause successive sales of portions of the
Mortgaged Property to be held.

                  (c)      In the event of any breach of any of the covenants,
agreements, terms or conditions contained in this Mortgage, Mortgagee shall be
entitled to enjoin such breach and obtain specific performance of any covenant,
agreement, term or condition and Mortgagee shall have the right to invoke any
equitable right or remedy as though other remedies were not provided for in this
Mortgage.

                  (d)      It is agreed that if an Event of Default shall occur
and be continuing, any and all proceeds of the Mortgaged Property received by
the Mortgagee shall be held by the

<PAGE>

                                                                               8

Mortgagee for the benefit of the Secured Parties as collateral security for the
Obligations (whether matured or unmatured), and shall be applied in payment of
the Obligations in such order as the Mortgagee may elect subject to Section 5.9
of the Credit Agreement..

         13.      Right of Mortgagee to Credit Sale. Upon the occurrence of any
sale made under this Mortgage, whether made under the power of sale or by virtue
of judicial proceedings or of a judgment or decree of foreclosure and sale,
Mortgagee may bid for and acquire the Mortgaged Property or any part thereof. In
lieu of paying cash therefor, Mortgagee may make settlement for the purchase
price by crediting upon the Obligations or other sums secured by this Mortgage,
the net sales price after deducting therefrom the expenses of sale and the cost
of the action and any other sums which Mortgagee is authorized to deduct under
this Mortgage. In such event, this Mortgage, the Credit Agreement, the
Subsidiary Guarantee and documents evidencing expenditures secured hereby may be
presented to the person or persons conducting the sale in order that the amount
so used or applied may be credited upon the Obligations as having been paid.

         14.      Appointment of Receiver. If an Event of Default shall have
occurred and be continuing, Mortgagee as a matter of right and without notice to
Mortgagor, unless otherwise required by applicable law, and without regard to
the adequacy or inadequacy of the Mortgaged Property or any other collateral or
the interest of Mortgagor therein as security for the Obligations, shall have
the right to apply to any court having jurisdiction to appoint a receiver or
receivers or other manager of the Mortgaged Property, without requiring the
posting of a surety bond, and without reference to the adequacy or inadequacy
of the value of the Mortgaged Property or the solvency or insolvency of
Mortgagor or any other party obligated for payment of all or any part of the
Obligations, and whether or not waste has occurred with respect to the Mortgaged
Property, and Mortgagor hereby irrevocably consents to such appointment and
waives notice of any application therefor (except as may be required by law).
Any such receiver or receivers or manager shall have all the usual powers and
duties of receivers in like or similar cases and all the powers and duties of
Mortgagee in case of entry as provided in this Mortgage, including, without
limitation and to the extent permitted by law, the right to enter into leases of
all or any part of the Mortgaged Property, and shall continue as such and
exercise all such powers until the date of confirmation of sale of the Mortgaged
Property unless such receivership is sooner terminated.

         15.      Extension, Release, etc. (a) Without affecting the lien or
charge of this Mortgage upon any portion of the Mortgaged Property not then or
theretofore released as security for the full amount of the Obligations,
Mortgagee may, from time to time and without notice, agree to (i) release any
person liable for the indebtedness borrowed or guaranteed under the Loan
Documents, (ii) extend the maturity or alter any of the terms of the
indebtedness borrowed or guaranteed under the Loan Documents or any other
guaranty thereof, (iii) grant other indulgences, (iv) release or reconvey, or
cause to be released or reconveyed at any time at Mortgagee's option any parcel,
portion or all of the Mortgaged Property, (v) take or release any other or
additional security for any obligation herein mentioned, or (vi) make
compositions or other arrangements with debtors in relation thereto.

                  (b)      No recovery of any judgment by Mortgagee and no levy
of an execution under any judgment upon the Mortgaged Property or upon any other
property of Mortgagor shall

<PAGE>

                                                                               9

affect the lien of this Mortgage or any liens, rights, powers or remedies of
Mortgagee hereunder, and such liens, rights, powers and remedies shall continue
unimpaired.

                  (c)      If Mortgagee shall have the right to foreclose this
Mortgage or to direct a power of sale, Mortgagor authorizes Mortgagee at its
option to foreclose the lien of this Mortgage (or direct the sale of the
Mortgaged Property, as the case may be) subject to the rights of any tenants of
the Mortgaged Property. The failure to make any such tenants parties defendant
to any such foreclosure proceeding and to foreclose their rights, or to provide
notice to such tenants as required in any statutory procedure governing a sale
of the Mortgaged Property, or to terminate such tenant's rights in such sale
will not be asserted by Mortgagor as a defense to any proceeding instituted by
Mortgagee to collect the Obligations or to foreclose the lien of this Mortgage.

                  (d)      Unless expressly provided otherwise, in the event
that ownership of this Mortgage and title to the Mortgaged Property or any
estate therein shall become vested in the same person or entity, this Mortgage
shall not merge in such title but shall continue as a valid lien on the
Mortgaged Property for the amount secured hereby.

         16.      Security Agreement under Uniform Commercial Code. (a) It is
the intention of the parties hereto that this Mortgage shall constitute a
Security Agreement within the meaning of the Uniform Commercial Code (the
"Code") of the State of__________________. If an Event of Default shall occur
and be continuing under this Mortgage, then in addition to having any other
right or remedy available at law or in equity, Mortgagee shall have the option
of either (i) proceeding under the Code and exercising such rights and remedies
as may be provided to a secured party by the Code with respect to all or any
portion of the Mortgaged Property which is personal property (including, without
limitation, taking possession of and selling such property) or (ii) treating
such property as real property and proceeding with respect to both the real and
personal property constituting the Mortgaged Property in accordance with
Mortgagee's rights, powers and remedies with respect to the real property (in
which event the default provisions of the Code shall not apply). If Mortgagee
shall elect to proceed under the Code, then ten days" notice of sale of the
personal property shall be deemed reasonable notice and the reasonable expenses
of retaking, holding, preparing for sale, selling and the like incurred by
Mortgagee shall include, but not be limited to, attorneys" fees and legal
expenses. At Mortgagee's request, Mortgagor shall assemble the personal property
and make it available to Mortgagee at a place designated by Mortgagee which is
reasonably convenient to both parties.

                  (b)      Mortgagor and Mortgagee agree, to the extent
permitted by law, that: (i) all of the goods described within the definition of
the word "Equipment" are or are to become fixtures on the Real Estate; (ii) this
Mortgage upon recording or registration in the real estate records of the proper
office shall constitute a financing statement filed as a "fixture filing" within
the meaning of Sections 9a-334 and 9a-502 of the Code; (iii) Mortgagor is the
record owner of the Owned Land and the record owners of the Leased Land are set
forth on and identified as landlord or lessor in Schedule B attached hereto; and
(iv) the addresses of Mortgagor and Mortgagee are as set forth on the first page
of this Mortgage.

         17.      Assignment of Rents. (a) Mortgagor hereby assigns to Mortgagee
the Rents as further security for the payment of and performance of the
Obligations, and Mortgagor grants to Mortgagee the right to enter the Mortgaged
Property for the purpose of collecting the same and

<PAGE>

                                                                              10

to let the Mortgaged Property or any part thereof, and to apply the Rents on
account of the Obligations. The foregoing assignment and grant is present and
absolute and shall continue in effect until the Obligations are fully paid and
performed, but Mortgagee hereby waives the right to enter the Mortgaged Property
for the purpose of collecting the Rents and Mortgagor shall be entitled to
collect, receive, use and retain the Rents until the occurrence of an Event of
Default under this Mortgage; such right of Mortgagor to collect, receive, use
and retain the Rents may be revoked by Mortgagee upon the occurrence and during
the continuance of any Event of Default under this Mortgage by giving not less
than five days" written notice of such revocation to Mortgagor; in the event
such notice is given, Mortgagor shall pay over to Mortgagee, or to any receiver
appointed to collect the Rents, any lease security deposits, and shall pay
monthly in advance to Mortgagee, or to any such receiver, the fair and
reasonable rental value as determined by Mortgagee for the use and occupancy of
such part of the Mortgaged Property as may be in the possession of Mortgagor or
any affiliate of Mortgagor, and upon default in any such payment Mortgagor and
any such affiliate will vacate and surrender the possession of the Mortgaged
Property to Mortgagee or to such receiver, and in default thereof may be evicted
by summary proceedings or otherwise. Mortgagor shall not accept prepayments of
installments of Rent to become due for a period of more than one month in
advance (except for security deposits and estimated payments of percentage rent,
if any).

                  (b)      Mortgagor has not affirmatively done any act which
would prevent Mortgagee from, or limit Mortgagee in, acting under any of the
provisions of the foregoing assignment.

                  (c)      Except for any matter disclosed in the Credit
Agreement, no action has been brought or, so far as is known to Mortgagor, is
threatened, which would interfere in any way with the right of Mortgagor to
execute the foregoing assignment and perform all of Mortgagor's obligations
contained in this Section and in the Leases.

         18.      Additional Rights. The holder of any subordinate lien or
subordinate deed of trust on the Mortgaged Property shall have no right to
terminate any Lease whether or not such Lease is subordinate to this Mortgage
nor shall Mortgagor consent to any holder of any subordinate lien or subordinate
deed of trust joining any tenant under any Lease in any action to foreclose the
lien or modify, interfere with, disturb or terminate the rights of any tenant
under any Lease. By recordation of this Mortgage all subordinate lienholders and
the mortgagees and beneficiaries under subordinate mortgages are subject to and
notified of this provision, and any action taken by any such lienholder or
beneficiary contrary to this provision shall be null and void. Upon the
occurrence and during the continuance of any Event of Default, Mortgagee may, in
its sole discretion and without regard to the adequacy of its security under
this Mortgage, apply all or any part of any amounts on deposit with Mortgagee
under this Mortgage against all or any part of the Obligations. Any such
application shall not be construed to cure or waive any Default or Event of
Default or invalidate any act taken by Mortgagee on account of such Default or
Event of Default.

         19.      Notices. All notices, requests, demands and other
communications hereunder shall be given in accordance with the provisions of
Section 12.2 of the Credit Agreement to Mortgagor and to Mortgagee as specified
therein.

<PAGE>

                                                                              11

         20.      No Oral Modification. This Mortgage may not be amended,
supplemented or otherwise modified except in accordance with the provisions of
Section 12.1 of the Credit Agreement. Any agreement made by Mortgagor and
Mortgagee after the date of this Mortgage relating to this Mortgage shall be
superior to the rights of the holder of any intervening or subordinate lien or
encumbrance.

         21.      Partial Invalidity. In the event any one or more of the
provisions contained in this Mortgage shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision hereof, but each shall be
construed as if such invalid, illegal or unenforceable provision had never been
included. Notwithstanding to the contrary anything contained in this Mortgage or
in any provisions of any Loan Document, the obligations of Mortgagor and of any
other obligor under any Loan Documents shall be subject to the limitation that
Mortgagee shall not charge, take or receive, nor shall Mortgagor or any other
obligor be obligated to pay to Mortgagee, any amounts constituting interest in
excess of the maximum rate permitted by law to be charged by Mortgagee.

         22.      Mortgagor's Waiver of Rights. (a) Mortgagor hereby voluntarily
and knowingly releases and waives any and all rights to retain possession of the
Mortgaged Property after the occurrence of an Event of Default hereunder and in
the event of exercise by Mortgagee of the power of sale or other rights created
hereby and any and all rights of redemption from sale under any order or decree
of foreclosure (whether full or partial), pursuant to rights, if any, therein
granted, as allowed under any applicable law, on its own behalf, on behalf of
all persons claiming or having an interest (direct or indirectly) by, through or
under each constituent of Mortgagor and on behalf of each and every person
acquiring any interest in the Mortgaged Property subsequent to the date hereof,
it being the intent hereof that any and all such rights or redemption of each
constituent of Mortgagor and all such other persons are and shall be deemed to
be hereby waived to the fullest extent permitted by applicable law or
replacement statute. Each constituent of Mortgagor shall not invoke or utilize
any such law or laws or otherwise hinder, delay, or impede the execution of any
right, power, or remedy herein or otherwise granted or delegated to the
Mortgagee, but shall permit the execution of every such right, power, and remedy
as though no such law or laws had been made or enacted.

                  (b)      To the fullest extent permitted by law, Mortgagor
waives the benefit of all laws now existing or that may subsequently be enacted
providing for (i) any appraisement before sale of any portion of the Mortgaged
Property, (ii) any extension of the time for the enforcement of the collection
of the Obligations or the creation or extension of a period of redemption from
any sale made in collecting such debt and (iii) exemption of the Mortgaged
Property from attachment, levy or sale under execution or exemption from civil
process. To the full extent Mortgagor may do so, Mortgagor agrees that Mortgagor
will not at any time insist upon, plead, claim or take the benefit or advantage
of any law now or hereafter in force providing for any appraisement, valuation,
stay, exemption, extension or redemption, or requiring foreclosure of this
Mortgage before exercising any other remedy granted hereunder and Mortgagor, for
Mortgagor and its successors and assigns, and for any and all persons ever
claiming any interest in the Mortgaged Property, to the extent permitted by law,
hereby waives and releases all rights of redemption, valuation, appraisement,
stay of execution, notice of election to mature (except as expressly provided in
the Credit Agreement) or declare due the whole of the secured indebtedness and
marshalling in the event of exercise by Mortgagee of the foreclosure rights,
power of sale, or other rights hereby created.

<PAGE>

                                                                              12

         23.      Remedies Not Exclusive. Mortgagee shall be entitled to enforce
payment and performance of the Obligations and to exercise all rights and powers
under this Mortgage or under any of the other Loan Documents or other agreement
or any laws now or hereafter in force, notwithstanding some or all of the
Obligations may now or hereafter be otherwise secured, whether by deed of trust,
mortgage, security agreement, pledge, lien, assignment or otherwise. Neither the
acceptance of this Mortgage nor its enforcement, shall prejudice or in any
manner affect Mortgagee's rights to realize upon or enforce any other security
now or hereafter held by Mortgagee, it being agreed that Mortgagee shall be
entitled to enforce this Mortgage and any other security now or hereafter held
by Mortgagee in such order and manner as Mortgagee may determine in its absolute
discretion. No remedy herein conferred upon or reserved to Mortgagee is intended
to be exclusive of any other remedy herein or by law provided or permitted, but
each shall be cumulative and shall be in addition to every other remedy given
hereunder or now or hereafter existing at law or in equity or by statute. Every
power or remedy given by any of the Loan Documents to Mortgagee or to which
either may otherwise be entitled, may be exercised, concurrently or
independently, from time to time and as often as may be deemed expedient by
Mortgagee, as the case may be. In no event shall Mortgagee, in the exercise of
the remedies provided in this Mortgage (including, without limitation, in
connection with the assignment of Rents to Mortgagee, or the appointment of a
receiver and the entry of such receiver on to all or any part of the Mortgaged
Property), be deemed a "Mortgagee in possession," and Mortgagee shall not in any
way be made liable for any act, either of commission or omission, in connection
with the exercise of such remedies.

         24.      Multiple Security. If (a) the Premises shall consist of one or
more parcels, whether or not contiguous and whether or not located in the same
county, or (b) in addition to this Mortgage, Mortgagee shall now or hereafter
hold or be the beneficiary of one or more additional mortgages, liens, deeds of
trust or other security (directly or indirectly) for the Obligations upon other
property in the State in which the Premises are located (whether or not such
property is owned by Mortgagor or by others) or (c) both the circumstances
described in clauses (a) and (b) shall be true, then to the fullest extent
permitted by law, Mortgagee may, at its election, commence or consolidate in a
single foreclosure action all foreclosure proceedings against all such
collateral securing the Obligations (including the Mortgaged Property), which
action may be brought or consolidated in the courts of, or sale conducted in,
any county in which any of such collateral is located. Mortgagor acknowledges
that the right to maintain a consolidated foreclosure action is a specific
inducement to Mortgagee to extend the indebtedness borrowed pursuant to or
guaranteed by the Loan Documents, and Mortgagor expressly and irrevocably waives
any objections to the commencement or consolidation of the foreclosure
proceedings in a single action and any objections to the laying of venue or
based on the grounds of forum non conveniens which it may now or hereafter have.
Mortgagor further agrees that if Mortgagee shall be prosecuting one or more
foreclosure or other proceedings against a portion of the Mortgaged Property or
against any collateral other than the Mortgaged Property, which collateral
directly or indirectly secures the Obligations, or if Mortgagee shall have
obtained a judgment of foreclosure and sale or similar judgment against such
collateral, then, whether or not such proceedings are being maintained or
judgments were obtained in or outside the State in which the Premises are
located, Mortgagee may commence or continue any foreclosure proceedings and
exercise its other remedies granted in this Mortgage against all or any part of
the Mortgaged Property and Mortgagor waives any objections to the commencement
or continuation of a foreclosure of this Mortgage or exercise of any other
remedies hereunder based on such other proceedings or judgments, and waives any
right to seek to dismiss, stay,

<PAGE>

                                                                              13

remove, transfer or consolidate either any action under this Mortgage or such
other proceedings on such basis. Neither the commencement nor continuation of
proceedings to foreclose this Mortgage, nor the exercise of any other rights
hereunder nor the recovery of any judgment by Mortgagee in any such proceedings
or the occurrence of any sale in any such proceedings shall prejudice, limit or
preclude Mortgagee's right to commence or continue one or more foreclosure or
other proceedings or obtain a judgment against any other collateral (either in
or outside the State in which the Premises are located) which directly or
indirectly secures the Obligations, and Mortgagor expressly waives any
objections to the commencement of, continuation of, or entry of a judgment in
such other sales or proceedings or exercise of any remedies in such sales or
proceedings based upon any action or judgment connected to this Mortgage, and
Mortgagor also waives any right to seek to dismiss, stay, remove, transfer or
consolidate either such other sales or proceedings or any sale or action under
this Mortgage on such basis. It is expressly understood and agreed that to the
fullest extent permitted by law, Mortgagee may, at its election, cause the sale
of all collateral which is the subject of a single foreclosure action at either
a single sale or at multiple sales conducted simultaneously and take such other
measures as are appropriate in order to effect the agreement of the parties to
dispose of and administer all collateral securing the Obligations (directly or
indirectly) in the most economical and least time-consuming manner.

         25.      Successors and Assigns. All covenants of Mortgagor contained
in this Mortgage are imposed solely and exclusively for the benefit of
Mortgagee, and its successors and assigns, and no other person or entity shall
have standing to require compliance with such covenants or be deemed, under any
circumstances, to be a beneficiary of such covenants, any or all of which may be
freely waived in whole or in part by Mortgagee at any time if in the sole
discretion of either of them such a waiver is deemed advisable. All such
covenants of Mortgagor shall run with the land and bind Mortgagor, the
successors and assigns of Mortgagor (and each of them) and all subsequent
owners, encumbrancers and tenants of the Mortgaged Property, and shall inure to
the benefit of Mortgagee and its successors and assigns. The word "Mortgagor"
shall be construed as if it read "Mortgagors" whenever the sense of this
Mortgage so requires and if there shall be more than one Mortgagor, the
obligations of the Mortgagors shall be joint and several.

         26.      No Waivers, etc. Any failure by Mortgagee to insist upon the
strict performance by Mortgagor of any of the terms and provisions of this
Mortgage shall not be deemed to be a waiver of any of the terms and provisions
hereof, and Mortgagee, notwithstanding any such failure, shall have the right
thereafter to insist upon the strict performance by Mortgagor of any and all of
the terms and provisions of this Mortgage to be performed by Mortgagor.
Mortgagee may release, regardless of consideration and without the necessity for
any notice to or consent by the holder of any subordinate lien on the Mortgaged
Property, any part of the security held for the obligations secured by this
Mortgage without, as to the remainder of the security, in any way impairing or
affecting the lien of this Mortgage or the priority of such lien over any
subordinate lien or deed of trust.

         27.      Governing Law, etc. This Mortgage shall be governed by and
construed and interpreted in accordance with the laws of the State
of____________, except that Mortgagor expressly acknowledges that by their
respective terms the Loan Documents shall be governed and construed in
accordance with the laws of the State of New York, and for purposes of
consistency, Mortgagor agrees that in any in personam proceeding related to this
Mortgage the

<PAGE>

                                                                              14

rights of the parties to this Mortgage shall also be governed by and construed
in accordance with the laws of the State of New York governing contracts made
and to be performed in that State.

         28.      Certain Definitions. Unless the context clearly indicates a
contrary intent or unless otherwise specifically provided herein, words used in
this Mortgage shall be used interchangeably in singular or plural form and the
word "Mortgagor" shall mean "each Mortgagor or any subsequent owner or owners of
the Mortgaged Property or any part thereof or interest therein," the word
"Mortgagee" shall mean "Mortgagee or any successor agent for the Lenders," the
word "person" shall include any individual, corporation, partnership, limited
liability company, trust, unincorporated association, government, governmental
authority, or other entity, and the words "Mortgaged Property" shall include any
portion of the Mortgaged Property or interest therein. Whenever the context may
require, any pronouns used herein shall include the corresponding masculine,
feminine or neuter forms, and the singular form of nouns and pronouns shall
include the plural and vice versa. The captions in this Mortgage are for
convenience or reference only and in no way limit or amplify the provisions
hereof.

         29.      Last Dollars Secured; Priority. This Mortgage secures only a
portion of the indebtedness owing or which may become owing by the Mortgagor to
the Secured Parties. The parties agree that any payments or repayments of such
indebtedness shall be and be deemed to be applied first to the portion of the
indebtedness that is not secured hereby, it being the parties' intent that the
portion of the indebtedness last remaining unpaid shall be secured hereby. If at
any time this Mortgage shall secure less than all of the principal amount of the
Obligations, it is expressly agreed that any repayments of the principal amount
of the Obligations shall not reduce the amount of the lien of this Mortgage
until the lien amount shall equal the principal amount of the Obligations
outstanding.2

         30.      Release. If any of the Mortgaged Property shall be sold,
transferred or otherwise disposed of by any Mortgagor in a transaction permitted
by the Credit Agreement and the Net Proceeds are applied in accordance with the
terms of the Credit Agreement, then the Mortgagee, at the request and sole
expense of such Mortgagor, shall execute and deliver to such Mortgagor all
releases or other documents reasonably necessary or desirable for the release of
the Liens created hereby on such Mortgaged Property. The Mortgagor shall deliver
to the Mortgagee, at least five Business Days prior to the date of the proposed
release, a written request for release identifying the sale or other disposition
in reasonable detail, including the price thereof and any expenses in connection
therewith, together with a certification by the Mortgagor stating that such
transaction is in compliance with, and permitted by, the Credit Agreement and
the other Loan Documents.

---------------------------
2        All actual mortgages/deeds of trust will include provisions to minimize
         any mortgage recording tax or similar impositions.

<PAGE>

                  This Mortgage has been duly executed by Mortgagor on
June____, 2003 and is intended to be effective as of such date.

                                         [______________________________.]

                                         By: ___________________________
                                             Name:
                                             Title:

<PAGE>

                       [Appropriate Notary for each State]

THE STATE OF

COUNTY OF

On this___________day of________, 2003, before me appeared________________, to
me personally known, who, being by me duly sworn did say that he is the
_________________________of______________________, and that the seal affixed to
the foregoing instrument is the corporate seal of said corporation, and that
said instrument was signed and sealed on behalf of said corporation by authority
of its board of directors, and__________________acknowledged said instrument to
be the free act and deed of said corporation.

(SEAL)                                      ____________________________________
                                            Notary Public

                                            ____________________________________
                                            Notary's name (Printed)
                                            Notary's commission expires:________

<PAGE>

                                   Schedule A

                         Description of the Owned Land

</TEXT>
</DOCUMENT>
