BMC INDUSTRIES INC/MN/, 10-Q, 1998-08-14

BMC INDUSTRIES INC/MN/
10-Q, 1998-08-14
COATING, ENGRAVING & ALLIED SERVICES

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<PAGE>

FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- ------- EXCHANGE ACT OF 1934. For the Quarterly Period ended June 30, 1998.

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- ------- EXCHANGE ACT OF 1934. For the transition Period from N/A to .
--- -----

Commission File No. 1-8467

BMC INDUSTRIES, INC.
--------------------
(Exact Name of Registrant as Specified in its Charter)

Minnesota 41-0169210
--------- ----------
(State of Incorporation) (IRS Employer Identification No.)

One Meridian Crossings, Suite 850, Minneapolis, Minnesota 55423
---------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)

(612) 851-6000
--------------
(Registrant's Telephone Number, Including Area Code)

Indicate by check mark whether Registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for at least the past 90 days.

X Yes No
---- ----
BMC Industries, Inc. has outstanding 26,932,482 shares of common stock as of
August 11, 1998. There is no other class of stock outstanding.

Exhibit Index Begins at Page 14

<PAGE>
PART I: FINANCIAL INFORMATION

BMC INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in thousands)

Item 1: Financial Statements

<TABLE>
<CAPTION>
June 30 December 31
1998 1997
- ------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $ 2,969 $ 2,383
Trade accounts receivable, net of allowances 45,077 29,824
Inventories 95,881 70,111
Deferred income taxes 8,724 5,881
Other current assets 9,775 13,595
- ------------------------------------------------------------------------------
Total Current Assets 162,426 121,794
- ------------------------------------------------------------------------------

Property, Plant and Equipment 271,775 283,070
Less Accumulated Depreciation 110,381 100,688
-------- --------
Property, Plant and Equipment, Net 161,394 182,382
-------- --------
Deferred Income Taxes 19,099 1,429
Intangible Assets, Net 65,975 2,991
Other Assets 11,139 10,811
- ------------------------------------------------------------------------------
Total Assets $420,033 $319,407
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
Short-term borrowings $ 979 $ 1,139
Accounts payable 24,458 25,623
Income taxes payable 415 2,830
Accrued expenses and other liabilities 25,955 17,288
- ------------------------------------------------------------------------------
Total Current Liabilities 51,807 46,880
- ------------------------------------------------------------------------------
Long-Term Debt 219,164 73,426
Other Liabilities 17,570 17,718
Deferred Income Taxes 3,757 2,631

Stockholders' Equity
Common stock 46,543 62,263
Retained earnings 83,613 118,693
Accumulated other comprehensive income (1,350) (1,217)
Other (1,071) (987)
- ------------------------------------------------------------------------------
Total Stockholders' Equity 127,735 178,752
- ------------------------------------------------------------------------------
Total Liabilities and Stockholders' Equity $420,033 $319,407
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
</TABLE>

See accompanying Notes to Condensed Consolidated Financial Statements.

Page 2

<PAGE>

BMC INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)
(in thousands, except per share amounts)

Three Months Ended Six Months Ended
June 30 June 30
---------------------------------------------
1998 1997 1998 1997
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenues $ 84,941 $ 80,257 $165,025 $157,384
Cost of products sold 82,080 58,398 150,535 119,543
- ---------------------------------------------------------------------------------------
Gross margin 2,861 21,859 14,490 37,841
Selling 3,914 2,737 7,203 5,574
Administration 1,529 1,089 2,859 2,628
Impairment of long-lived assets 42,800 - 42,800 -
Acquired research and development 11,000 - 11,000 -
- ---------------------------------------------------------------------------------------
Income from Operations (56,382) 18,033 (49,372) 29,639
- ---------------------------------------------------------------------------------------
Other Income and (Expense)
Interest expense (4,318) (160) (5,701) (304)
Interest income 45 56 77 98
Other income (expense) (389) (33) (533) 229
- ---------------------------------------------------------------------------------------
Earnings before Income Taxes (61,044) 17,896 (55,529) 29,662
Income Taxes (22,962) 5,907 (21,256) 9,790
- ---------------------------------------------------------------------------------------
Net Earnings $(38,082) $ 11,989 $(34,273) $ 19,872
- ---------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------
Net Earnings Per Share:
Basic $ (1.42) $ 0.44 $ (1.27) $ 0.72
Diluted (1.42) 0.42 (1.27) 0.70
- ---------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------
Number of Shares Included in Per Share Computation:
Basic 26,905 27,463 26,949 27,437
Diluted 26,905 28,496 26,949 28,477
- ---------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------
Dividends Declared Per Share $ 0.015 $ 0.015 $ 0.03 $ 0.03
- ---------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------
</TABLE>

See accompanying Notes to Condensed Consolidated Financial Statements.

Page 3

<PAGE>

BMC INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)

Six Months Ended
June 30
-------------------------
1998 1997
- ----------------------------------------------------------------------------------------------------
<S> <C> <C>
Net Cash Provided by (Used in) Operating Activities
Net earnings (loss) $ (34,273) $ 19,872
Depreciation and amortization 10,369 7,088
Write-down of impaired long-lived assets 42,800 -
Acquired in-process research and development 11,000 -
Deferred income taxes (19,368) (142)
Changes in operating assets and liabilities (23,862) (11,583)
- ----------------------------------------------------------------------------------------------------
Total (13,334) 15,235
- ----------------------------------------------------------------------------------------------------
Net Cash Used in Investing Activities
Additions to property, plant and equipment (11,532) (54,048)
Business acquisitions, net of cash acquired (101,000) (1,817)
- ----------------------------------------------------------------------------------------------------
Total (112,532) (55,865)
- ----------------------------------------------------------------------------------------------------
Net Cash Provided by Financing Activities
Increase (decrease) in short-term borrowings (158) 211
Increase in long-term debt 143,251 39,343
Common stock issued (repurchased), net (15,720) 1,225
Cash dividends paid (820) (822)
Other (84) 294
- ----------------------------------------------------------------------------------------------------
Total 126,469 40,251
- ----------------------------------------------------------------------------------------------------
Effect of Exchange Rate Changes on Cash and Cash Equivalents (17) (73)
- ----------------------------------------------------------------------------------------------------
Net Increase (Decrease) in Cash and Cash Equivalents 586 (452)
Cash and Cash Equivalents at Beginning of Period 2,383 2,544
- ----------------------------------------------------------------------------------------------------
Cash and Cash Equivalents at End of Period $ 2,969 $ 2,092
- ----------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------
</TABLE>

See accompanying Notes to Condensed Consolidated Financial Statements

Page 4

<PAGE>

BMC INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(in thousands, except per share amounts)

1. Financial Statements

In the opinion of management, the accompanying unaudited condensed
consolidated financial statements contain all adjustments necessary to
present fairly the financial position of the Company as of June 30, 1998,
and the results of operations and the cash flows for the periods ended June
30, 1998 and 1997. Except for the special charges discussed in footnote 2
and in Management's Discussion and Analysis of Financial Condition and
Results of Operations, such adjustments are of a normal recurring nature.
Certain items in the financial statements for the periods ended June 30,
1997 have been reclassified to conform to the presentation for the periods
ended June 30, 1998. The results of operations for the three-month and
six-month periods ended June 30, 1998 are not necessarily indicative of the
results to be expected for the full year. The balance sheet as of December
31, 1997 is derived from the audited balance sheet as of that date. For
further information, refer to the financial statements and footnotes
thereto included in the Company's Annual Report on Form 10-K for the year
ended December 31, 1997.

2. Impairment of Long-Lived Assets/Acquired Research and Development

In accordance with Statement of Financial Accounting Standards (SFAS)
No. 121 (Statement No. 121), ACCOUNTING FOR THE IMPAIRMENT OF
LONG-LIVED ASSETS, the Company recorded a charge of $26.7 million
($42.8 million pre-tax) during the quarter for the write-down of
certain Precision Imaged Products (PIP) operations fixed assets,
primarily those related to the production of computer monitor masks.
Statement No. 121 prescribes that an impairment loss should be
recognized in the event that facts and circumstances indicate that the
carrying amount of an asset may not be recoverable, and the estimated
future undiscounted cash flows related to the asset are less than the
carrying amount of the asset. After careful assessment of various
factors relevant to these assets, including the computer monitor mask
market, management determined it was appropriate to write-down the
value of these assets and, accordingly, such assets were written down
to estimated fair value in accordance with Statement No. 121.

In addition, in accordance with generally accepted accounting
principles, the independently appraised value of acquired in-process
research and development purchased in conjunction with the Orcolite
acquisition, was written-off as a charge of $6.9 million ($11.0 million
pre-tax) during the quarter ended June 30, 1998. See footnote 8 for
further discussion.

3. Inventories

<TABLE>
<CAPTION>
June 30, 1998 December 31, 1997
------------- -----------------
<S> <C> <C>
Raw materials $ 26,657 $ 24,542
Work in process 16,438 15,971
Finished goods 52,786 29,598
---------- ----------
Total Inventories $ 95,881 $ 70,111
---------- ----------
---------- ----------
</TABLE>

Page 5

<PAGE>

4. Credit Facilities

During the second quarter of 1998, the Company entered into a new credit
agreement, as amended in July 1998 (the Agreement), with a syndicate of
banks for secured borrowings totaling up to $250 million. Borrowings
under the Agreement bear interest at the Eurodollar Rate plus 0.5% to
1.625% (7.0625% at June 30, 1998). The rate spread is dependent upon
the Company's ratio of debt to cash flow, as defined. In addition, the
Company pays a facility fee on unborrowed funds at rates ranging from
0.225% to 0.475% (0.425% at June 30, 1998), depending on the Company's
debt to cash flow ratio. Under terms of the Agreement, the Company must
meet certain financial covenants, including maintaining a specified
consolidated net worth, leverage ratio (debt to cash flow), interest
coverage ratio and level of capital expenditures. The Company is in
compliance with all covenants under the Agreement and had borrowings of
$206 million under the Agreement at June 30, 1998.

At June 30, 1998, the Company also had long-term and short-term borrowings
of $10.7 million under the credit facilities of approximately $19.0
million maintained by the Company's German subsidiary and other debt
totaling approximately $3.4 million. The German and other debt amounts
are more completely described in the Company's Annual Report on Form 10-K
as of December 31, 1997.

5. Earnings Per Share

In 1997, the Financial Accounting Standards Board (FASB) issued SFAS No.
128, EARNINGS PER SHARE (Statement No. 128). Statement No. 128 replaced
the calculation of primary and fully diluted earnings per share with basic
and diluted earnings per share. Unlike primary earnings per share, basic
earnings per share excludes the dilutive effects of stock options and any
other dilutive securities. Diluted earnings per share is very similar to
the previously reported fully diluted earnings per share. For the
Company's earnings per share calculations, the basic and diluted weighted
average outstanding shares differ only due to the dilutive impact of stock
options. All earnings per share amounts for all periods have been restated
to conform to the Statement No. 128 requirements.

6. Derivative Financial Instruments

In January 1997, the SEC issued new rules related to disclosures about
derivative financial instruments. The new rules, effective for all
financial statements issued for periods ending after June 15, 1997, require
accounting policy disclosures about derivative financial instruments used
by the Company. Effective for fiscal years ending after June 15, 1998, the
new rules also require quantitative and qualitative disclosures about
exposures to market risk from derivative financial instruments.

Derivative financial instruments are used by the Company to reduce foreign
exchange and interest rate risks.

Foreign Currency Exchange Options - As of June 30, 1998, there were no
outstanding foreign currency exchange options. As of December 31, 1997,
the Company had approximately $3.6 million of outstanding foreign currency
exchange options to exchange U.S. dollars for German marks at a set
exchange rate. These foreign exchange options do not expose the Company to
financial risk as the contracts provide an option to exchange the
currencies, but do not obligate the Company to make a foreign currency
exchange. Premiums paid for foreign currency exchange options are
amortized to Other Expense over the life of the options. Upon exercise of
foreign currency exchange options, gains are included in income.

Page 6

<PAGE>

Interest Rate Swaps - In March 1997, the Company entered into an
interest rate swap agreement that allows the Company to swap a variable
interest rate for a fixed interest rate of 6.365% (7.74% including
current spread of 1.375%) on $15 million of notional debt during a
period ending March, 1999. Subsequent to June 30, 1998, the Company
entered into multiple interest rate swap agreements for a total of
$100 million of notional debt which provide for the Company to swap a
variable interest rate for fixed interest rates ranging from 5.74% to
5.76% plus a specified spread depending on the swap involved (7.12% to
7.14% including current spread of 1.375%). These swaps expire at
various dates ranging from July 1999 to August 2000.

The notional amount of debt is not a measure of the Company's exposure to
credit or market risks and is not included in the condensed consolidated
balance sheet. Fixing the interest rate minimizes the Company's exposure
to the uncertainty of floating interest rates during this period. Amounts
to be paid or received under the interest rate swap agreements are accrued
and recorded as an adjustment to Interest Expense during the term of the
interest rate swap agreement.

7. Comprehensive Income

As of January 1, 1998, the Company adopted SFAS No. 130, REPORTING
COMPREHENSIVE INCOME (Statement No. 130). Statement No. 130 establishes
new rules for the reporting and display of comprehensive income and its
components; however, the adoption of this Statement had no impact on the
Company's net income or stockholders' equity. Statement No. 130 requires
foreign currency translation adjustments, which prior to adoption were
reported separately in stockholders' equity, to be included in other
comprehensive income. Prior year financial statements have been
reclassified to conform to the requirements of Statement No. 130.

The components of comprehensive income, net of related tax, for
the three-month and six-month periods ended June 30, 1998 and 1997 are
as follows:

<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
-------------------- --------------------
1998 1997 1998 1997
-------- ------- -------- -------
<S> <C> <C> <C> <C>
Net earnings (loss) $(38,082) $11,989 $(34,273) $19,872
Foreign currency translation adjustments 344 (685) (133) (3,812)
-------- ------- -------- -------
Comprehensive income $(37,738) $11,304 $(34,406) $16,060
-------- ------- -------- -------
-------- ------- -------- -------
</TABLE>

8. Business Acquisition

On May 15, 1998, the Company, through a wholly-owned subsidiary,
acquired the Orcolite business unit of the Monsanto Company for the cash
purchase price of $101 million. For financial statement purposes, the
acquisition has been accounted for under the purchase method of accounting
with the excess of the purchase price over the fair value of the net
tangible assets acquired recorded as intangible assets which are being
amortized over periods ranging from 7 to 30 years. In addition, as a
result of the acquisition, an $11 million (pre-tax) charge was taken after
the close of the acquisition in the second quarter of 1998 related to the
write-off of acquired in-process research and development. The following
unaudited pro forma information presents a summary of consolidated results
of operations of the Company and the Orcolite business unit as if the
acquisition had occurred at the beginning of fiscal 1997, with pro forma
adjustments to give effect to amortization of goodwill and other intangible
assets, depreciation expense on the fair value of property, plant and
equipment and interest expense on acquisition debt, together with the
related income tax effects. The pro forma adjustments do not include the
$11.0 million write-off of acquired in-process research and development
mentioned above.

Page 7

<PAGE>

<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
-------------------- --------------------
1998 1997 1998 1997
-------- ------- -------- -------
<S> <C> <C> <C> <C>
Revenues $95,970 $89,276 $186,793 $175,422
Net earnings (loss) (37,858) 11,204 (35,128) 18,274
Diluted earnings per share (1.41) 0.39 (1.30) 0.64

</TABLE>

The unaudited pro forma condensed combined financial information above is
not necessarily indicative of what actual results would have been had the
acquisition occurred at the date indicated or indicative of the results
that may be expected for the full year ended December 31, 1998. Also,
numerous business synergies are projected as a result of the acquisition,
including the following: consolidation of selling, marketing,
distribution, customer service and administrative functions; consolidation
of research and development and technical services functions; optimization
of combined production capacity; and improved purchasing leverage. The
anticipated financial impact resulting from such synergies has not been
reflected in the above pro forma financial information. See the
Company's Current Reports on Form 8-K as filed on April 3, 1998 and
May 29, 1998, and Current Reports on Form 8-K/A filed on July 29, 1998,
for additional information regarding the acquisition.

9. New Accounting Standards

In June 1997, the FASB issued SFAS No. 131, DISCLOSURES ABOUT SEGMENTS OF
AN ENTERPRISE AND RELATED INFORMATION. This statement requires additional
disclosure only, and as such, is not expected to change net income or
stockholders' equity as previously reported by the Company. The statement
is effective for the Company's fiscal year ended December 31, 1998.

10. Legal Matters

There are no material changes in the status of the Barth Industries legal
proceeding or any other legal proceeding or environmental matter described
in the Company's Annual Report on Form 10-K for the year ended December 31,
1997.

Page 8
<PAGE>

BMC INDUSTRIES, INC.
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

COMPARISON OF THREE MONTHS ENDED JUNE 30, 1998 AND 1997

Total revenues for the second quarter of 1998 increased $4.7 million or 6%
from the second quarter of 1997. Revenues of the Precision Imaged Products
(PIP) group for the second quarter decreased 4% from the prior year period.
Television mask unit sales were up slightly over second quarter 1997; however
sales dollars were down 22% from the prior year period due primarily to a
sales mix shift from invar to AK masks and overall price reductions. Computer
monitor mask sales increased to $10.2 million in the second quarter of 1998
compared to $2.3 million in the second quarter of 1997. For the quarter,
sales of jumbo (30" and larger) television masks were down 29% and large (25"
to 29") television masks were down 22% from the prior year period. Invar
television mask sales were down 48% for the quarter. Including the impact of
the Orcolite acquisition, which was completed in May, revenues of the Optical
Products group increased 34% over the same quarter in the prior year driven
by continued strong sales of high-end products (polycarbonate, high-index,
progressive and polarizing sun lenses) which increased 83% in the second
quarter of 1998 compared to the second quarter of 1997. Excluding Orcolite,
sales of high-end products grew 34% during the same period.

Cost of sales were 97% and 73% of revenues for the second quarter of 1998 and
1997, respectively. The increased cost of sales percentage was due
primarily to Mask Operations and includes unusual charges of $9.7 million
pre-tax primarily to establish additional inventory reserves, move certain
mask inspection operations and for early mask line shutdowns and layoffs. In
addition, soft market conditions experienced by Mask Operations resulted in
pricing pressure in the mask marketplace and lower demand than expected for
both television and computer monitor masks.

Selling expenses were $3.9 million or 4.6% of revenues and $2.7 million or
3.4% of revenues for the second quarter of 1998 and 1997, respectively. The
increase is primarily due to higher selling costs associated with the Optical
Products group, principally for selling expenses related to the new premium
line of Tegra-Registered Trademark- polycarbonate lenses.

The impairment of long-lived assets of $42.8 million reflects the write-down
of the value of certain PIP Operations fixed assets, primarily those related
to the production of computer monitor masks. In accordance with Statement of
Financial Accounting Standards No. 121 (Statement No. 121) ACCOUNTING FOR THE
IMPAIRMENT OF LONG-LIVED ASSETS, the Company recorded a charge of $26.7
million ($42.8 million pre-tax) during the quarter for write-down of these
fixed assets. After careful assessment of various factors relevant to these
assets, including the computer monitor mask market, management determined it
was appropriate to write-down the value of these assets and, accordingly,
such assets were written down to estimated fair value in accordance with
Statement No. 121.

In accordance with generally accepted accounting principles, the
independently appraised value of acquired in-process research and development
purchased in conjunction with the Orcolite acquisition, was written-off as a
charge of $6.9 million ($11.0 million pre-tax) during the quarter. See
footnote 8 for further discussion.

Interest expense in the second quarter of 1998 was $4.3 million compared to
$0.2 million in the second quarter of 1997. This increase was due primarily
to the increased debt level, debt placement underwriting fees associated with

Page 9

<PAGE>

the Orcolite acquisition and the completion of major capital projects that no
longer qualify for the capitalization of interest. The increased debt level
resulted primarily from the cash purchase of Orcolite for $101.0 million and
capital spending for expansion projects which were completed in 1997.

The provision for income taxes was 38% and 33% of pre-tax income in the
second quarter of 1998 and 1997, respectively. The second quarter 1998 tax
rate reflects the effective rate for pre-tax losses plus the benefit of a
foreign tax credit for dividends received from the Company's German
subsidiary. The second quarter 1997 tax rate was lower because it reflects the
effective tax rate on pre-tax income less the benefit of a foreign tax credit
for dividends received from the Company's German subsidiary as well as the
benefit from the reduction of the deferred tax asset valuation allowance. The
tax rate for the remainder of 1998 is currently anticipated to be
approximately 38%.

COMPARISON OF SIX MONTHS ENDED JUNE 30, 1998 AND 1997

Total revenues for the first six months of 1998 increased $7.6 million or 5%
from the first six months of 1997. Revenues of the PIP group were down $1.1
million or less than 1% during the same period. Television mask unit sales
were up 9% over the first six months of 1997; however sales dollars were down
17% from the prior year due primarily to a sales mix shift from invar to AK
masks and overall price reductions. Computer monitor mask sales increased to
$18.0 million in the first six months of 1998 compared to $5.5 million in the
first six months of 1997. For the first six months of 1998, sales of jumbo
(30" and larger) television masks were down 10% and large (25" to 29")
television masks were down 24% from the prior year period. Invar mask sales
were down 46% during the same period. The weakening of the German mark
relative to the U.S. dollar had virtually no impact on earnings but reduced
sales, as compared with the prior year, by $2.6 million. Including the
impact of the Orcolite acquisition, which was completed in May, revenues of
the Optical Products group increased 21% over the same period in the prior
year driven by continued strong sales of high-end products (polycarbonate,
high-index, progressive and polarizing sun lenses) which increased 55% in the
first half of 1998 compared to the first half of 1997. Excluding Orcolite,
sales of high-end products grew 30% during the same period.

Cost of sales were 91% and 76% of revenues for the first six months of 1998
and 1997, respectively. The increased cost of sales percentage was due
primarily to Mask Operations and includes unusual charges of $9.7 million
pre-tax primarily to establish additional inventory reserves, move certain
mask inspection operations and for early mask line shutdowns and layoffs.
In addition, significant start-up costs were incurred on the new computer
monitor mask line in Cortland, New York in the first quarter of 1998. This,
combined with soft market conditions experienced by Mask Operations which
resulted in pricing pressure in the mask marketplace, contributed to the
increased cost of sales percentage. The Optical Products group gross margins
were consistent with the prior year period.

Selling expenses were $7.2 million or 4.4% of revenues and $5.6 million or
3.5% of revenues for the first six months of 1998 and 1997, respectively.
The increase is primarily due to higher selling costs associated with the
Optical Products group, principally for selling expenses related to the
new premium line of Tegra-Registered Trademark- polycarbonate lenses.

The impairment of long-lived assets of $42.8 million reflects the write-down
of the value of certain PIP Operations fixed assets as discussed above.

The charge of $11.0 million represents the value of acquired in-process
research and development purchased in conjunction with the Orcolite
acquisition as discussed above.

Page 10

<PAGE>

Interest expense in the first six months of 1998 was $5.7 million compared to
$0.3 million in the first six months of 1997. This increase is due primarily
to the increased debt level, debt placement underwriting fees associated with
the Orcolite acquisition and the completion of major capital projects that no
longer qualify for the capitalization of interest. The increased debt level
resulted primarily from the cash purchase of Orcolite for $101 million and
capital spending for expansion projects which were completed in 1997.

The provision for income taxes was 38% and 33% of pre-tax income for the
first six months of 1998 and 1997, respectively. The first half 1998 tax
rate reflects the effective rate for pre-tax losses plus the benefit of a
foreign tax credit for dividends received from the Company's German
subsidiary. The first half 1997 tax rate was lower because it reflects the
standard tax rate on pre-tax income less the benefit of a foreign tax credit
for dividends received from the Company's German subsidiary as well as the
benefit from the reduction of the deferred tax asset valuation allowance. The
tax rate for the remainder of 1998 is currently anticipated to be
approximately 38%.

FINANCIAL POSITION AND LIQUIDITY

Debt, net of cash and cash equivalents, increased $145.0 million during the
first six months of 1998. The increased debt level was due primarily to the
acquisition of Orcolite, the $16.6 million stock repurchase in January 1998,
capital spending and increased levels of working capital. Due primarily to the
increases in accounts receivable and inventory, working capital was $110.6
million at June 30, 1998 compared to $74.9 million at December 31, 1997. The
increased inventory was due primarily to the Orcolite acquisition, increased
raw material levels to support a broader product line at Mask Operations and
lower Mask Operations sales than forecast which resulted in an unfavorable
build in Mask Operations inventories. The increased accounts receivable
levels were due primarily to the acquisition of Orcolite and increased sales
in the second quarter of 1998 versus the fourth quarter of 1997. The current
ratio was 3.1 at June 30, 1998, compared to 2.6 at December 31, 1997. The
ratio of debt to equity increased to 1.7 at June 30, 1998 compared to 0.4 at
December 31, 1997 due to the increased debt levels, the reduction in equity
resulting from second quarter 1998 charges and the January 1998 stock
repurchase.

During the six months ended June 30, 1998, the Company had $11.5 million of
capital spending and expects a total of $25.0 to $30.0 million of capital
spending for the full year of 1998. The Company has a total of approximately
$270.0 million in revolving credit facilities. The unused portion of these
facilities, along with cash generated from operations, is currently expected
to be sufficient to meet the Company's future capital and operating
requirements. See footnote 4 for details of current credit facilities.

FOREIGN CURRENCY

Fluctuations in foreign currency exchange rates, principally the German mark
versus the U.S. dollar and to a lesser extent, the Indonesia rupiah and the
Hungarian forint, may affect the Company's financial results. The Company's
German subsidiary has a large portion of its sales denominated in U.S.
dollars. As most of the German subsidiary's expenses are denominated in the
German mark, this represents the most significant element of the Company's
exposure to currency rate fluctuations. This exposure is generally addressed
as needed through the purchase of forward contracts and options. As of June
30, 1998, the Company had no forward options or contracts.

Exposure to foreign currency exchange rate fluctuations also may exist with
respect to intercompany transactions with the Company's German, Indonesian
and Hungarian operations.

Page 11

<PAGE>

The Company also has an indirect exposure to Asian currencies, primarily the
Japanese yen and the Korean won, because the Mask Operations' most
significant competitors are Japanese and Korean manufacturers.

INTEREST RATE SWAPS

In March 1997, the Company entered into an interest rate swap agreement that
allows the Company to swap a variable interest rate for a fixed interest rate
of 6.365% (7.74% including current spread of 1.375%) on $15.0 million of
notional debt during the period ending March 1999. Subsequent to June 30,
1998, the Company entered into multiple interest rate swap agreements for a
total of $100 million of notional debt which provide for the Company to swap
a variable interest rate for fixed interest rates ranging from 5.74% to 5.76%
plus a specified spread depending on the swap involved (7.12% to 7.14%
including current spread of 1.375%). These swaps expire at various dates
ranging from July 1999 to August 2000. These swaps are discussed more fully
in footnote 6.

ENVIRONMENTAL

There are no material changes in the status of the legal proceedings and
environmental matters described in the Company's Annual Report on Form 10-K
for the year ended December 31, 1997.

ACQUISITIONS

On May 15, 1998, the Company, through a wholly-owned subsidiary, acquired
Orcolite, a division of Monsanto Company which produces polycarbonate and
plastic ophthalmic lenses, for $101.0 million in cash. Orcolite,
headquartered in Azusa, California, had sales of $38.0 million for the twelve
months ended March 31, 1998 and is well regarded in the ophthalmic lens
industry for its manufacturing abilities, product innovation and customer
service. See footnote 8 and the Company's Current Reports on Form 8-K as
filed on April 3, 1998 and May 29, 1998, and Current Report on Form 8-K/A
filed on July 29, 1998, for additional information regarding the acquisition.

MASK OPERATIONS EXTENDED SHUTDOWN

During the second quarter of 1998, the Company announced plans to shut down
certain Mask Operations production lines for an extended period of time.
These shutdowns are being done in conjunction with the Company's normal
summer maintenance shutdowns to avoid additional ramp-up time. The actual
shutdown time for these lines will depend on customer order levels.

CAUTIONARY STATEMENTS

Certain statements included in this Discussion and Analysis of Financial
Condition and Results of Operations and elsewhere in this Form 10-Q by the
Company or its representatives, as well as other communications, including
reports to shareholders, news releases and presentations to securities
analysts or investors, contain forward-looking statements made in good faith
by the Company pursuant to the "Safe Harbor" provisions of the PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995. These statements relate to
non-historical information which are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
presently anticipated or projected. The Company wishes to caution the reader

Page 12

<PAGE>
not to place undo reliance on any such forward-looking statements. These
statements are qualified by important factors listed separately in "Item 1 -
Business" of the Company's Form 10-K for the year ended December 31, 1997,
which in some cases have affected and in the future could adversely affect
the Company's actual results and could cause the Company's actual financial
performance to differ materially from that expressed in any forward-looking
statement. In addition to those factors listed in the Company's Form 10-K for
the year ended December 31, 1997, the Company's future performance may be
subject to additional risks, including integration of the Orcolite
acquisition, lower demand for televisions and computer monitors, further mask
price declines, inability to penetrate the lead frame market, higher
operating expenses and lower yields associated with production start-up,
foreign currency fluctuations, successful customer part qualifications and
the effect of the economic uncertainty in Asia. These factors should not,
however, be considered an exhaustive list. The Company does not undertake
the responsibility to update any forward-looking statement that may be made
from time to time by or on behalf of the Company.

Page 13
<PAGE>

Part II: OTHER INFORMATION

ITEM 1. With regard to legal proceedings and certain environmental matters,
see "Management's Discussion and Analysis of Financial Condition and
Results of Operations" which begins on page 9 and Note 10 of the
"Notes to Condensed Consolidated Financial Statements" on page 8.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS.

The Company's 1998 Annual Meeting of Stockholders was held on May 8,
1998. One matter was submitted to a vote of stockholders: Election
of certain members of the Company's Board of Directors.

(1) The nominees for election to the Company's Board of Directors,
as listed in the Company's Proxy Statement dated March 31,
1998, were elected for two year terms at that meeting. Voting
for the individual nominees was as follows:

<TABLE>
<CAPTION>
Votes Withheld
Nominee Votes For or Against
------- --------- --------------
<S> <C> <C>
Mr. Lyle D. Altman 20,403,203 246,365
Mr. Paul B. Burke 20,403,203 246,365
Mr. Harry A. Hammerly 20,403,203 246,365
</TABLE>

The following directors did not stand for election this year
because their terms of office continued after the meeting: Mr.
John W. Castro and Mr. Joe E. Davis.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

(a) EXHIBITS

<TABLE>
<S> <C>
2.1 Asset Purchase Agreement, dated as of March 25, 1998,
between Monsanto Company and VIS-ORC, Inc. (incorporated
by reference to Exhibit 2.1 to the Company's Current
Report on Form 8-K dated March 25, 1998 and filed with the
commission on April 3, 1998 (File No. 1-8467)).

2.2 Amendment No. 1 to Asset Purchase Agreement, dated as of
May 15, 1998, between Monsanto Company and Vision-Ease
Lens Azusa, Inc. f/k/a VIS-ORC, Inc. (incorporated by
reference to Exhibit 2.2 of the Company's Current Report
on Form 8-K dated May 15, 1998 and filed with the
commission on May 29, 1998 (File No. 1-8467)).

</TABLE>

Page 14

<PAGE>

4.1 Form of Share Rights Agreement, dated as of June 30, 1998,
between the Company and Norwest Bank Minnesota, National
Association, as Rights Agent (incorporated by reference to
Exhibit 1 to the Company's Registration Statement on Form 8-A,
dated July 14, 1998).

10.1 Credit Agreement, dated as of May 15, 1998, between the
Company, Bankers Trust Company as Administrative Agent, NBD
Bank as Documentation Agent and Various Lending Institutions
(filed herein).

10.2 Amended and Restated Credit Agreement, dated as of June 25,
1998, among the Company, Several Banks, Bankers Trust Company
as the Agent and a Lender and NBD Bank as Documentation Agent
and a Lender (filed herein).

10.3 Amendment No. 1 to Amended and Restated Credit Agreement, dated
as of July 23, 1998, among the Company, Several Banks, Bankers
Trust Company as Agent and a Lender, NBD Bank as Documentation
Agent and Lender (filed herein).

10.4 BMC Stock Option Exercise Loan Program, as amended June 12,
1998 (filed herein).

27. Financial Data Schedule (filed only in electronic format)

99.1 News Release, dated July 24, 1998, announcing the second
quarter 1998 operating results (filed herein).

99.2 News Release, dated June 30, 1998, announcing the adoption
of a Share Rights Plan (filed herein).

99.3 News Release, dated June 9, 1998, announcing expected
operating earnings shortfall for second quarter and total
year 1998 (filed herein).

99.4 News Release, dated June 4, 1998, announcing quarterly
dividend (filed herein).

99.5 News Release, dated May 18, 1998, announcing new
Controller (filed herein).

99.6 News Release, dated May 18, 1998, announcing completion of
the acquisition of Orcolite operations (filed herein).
</TABLE>

Page 15

<PAGE>

(b) REPORTS ON FORM 8-K.

1. The Company filed a Form 8-K, dated as of March 25, 1998, on
April 3, 1998, reporting the acquisition of Monsanto
Company's Orcolite business unit.

2. The Company filed a Form 8-K, dated as of May 15, 1998, on
May 29, 1998 reporting the closing of the acquisition of
Monsanto Company's Orcolite business unit.

3. The Company filed a Form 8-K, dated as of June 20, 1998, on
July 14, 1998 reporting the adoption of a Share Rights Plan.

4. The Company filed a Form 8-K/A, dated as of May 15, 1998, on
July 29, 1998, providing financial information for the
business acquired and pro forma financial information related
to the acquisition of Monsanto's Orcolite business unit.

SIGNATURES
- ----------

Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

BMC INDUSTRIES, INC.

/s/ Steven E. Opdahl
------------------------------------------
Steven E. Opdahl
Controller (Principal Accounting Officer)

Dated: August 14, 1998

Page 16

<PAGE>
Exhibit 10.1

BMC INDUSTRIES, INC.

______________________________

$275,000,000
CREDIT AGREEMENT

dated as of May 15, 1998

______________________________

BANKERS TRUST COMPANY,
as Administrative Agent

NBD BANK,
as Documentation Agent

and

VARIOUS LENDING INSTITUTIONS

________________________________________________________________________________
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
<S> <C>
ARTICLE I
DEFINITIONS

1.1 Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 Accounting Terms, Financial Statements. . . . . . . . . . . . . . . . 28
1.3 Other Definitional Terms. . . . . . . . . . . . . . . . . . . . . . . 28

ARTICLE II
AMOUNT AND TERMS OF CREDIT

2.1 The Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
(a) Revolving Loans. . . . . . . . . . . . . . . . . . . . . . . . . 28
(b) Swing Line Loans . . . . . . . . . . . . . . . . . . . . . . . . 30
2.2 Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
(a) Evidence of Indebtedness . . . . . . . . . . . . . . . . . . . . 31
(b) Notation of Payments . . . . . . . . . . . . . . . . . . . . . . 32
2.3 Minimum Amount of Each Borrowing; Maximum Number of Borrowings. . . . 32
2.4 Borrowing Options . . . . . . . . . . . . . . . . . . . . . . . . . . 32
2.5 Notice of Borrowing . . . . . . . . . . . . . . . . . . . . . . . . . 33
2.6 Conversion or Continuation. . . . . . . . . . . . . . . . . . . . . . 33
2.7 Disbursement of Funds; Funding Assumptions. . . . . . . . . . . . . . 34
2.8 Pro Rata Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . 35
2.9 Amount and Terms of Letter of Credit. . . . . . . . . . . . . . . . . 35
(a) Letter of Credit Commitments, Terms of Letters of Credit . . . . 35
(b) Procedure for Issuance of Letters of Credit. . . . . . . . . . . 36
(c) Draws upon Letters of Credit; Reimbursement Obligation . . . . . 37
(d) Lenders' Participation in Letters of Credit. . . . . . . . . . . 37
(e) Fees for Letters of Credit . . . . . . . . . . . . . . . . . . . 38
(f) LC Obligations Unconditional . . . . . . . . . . . . . . . . . . 39
(g) Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . 39
(h) Stated Amount. . . . . . . . . . . . . . . . . . . . . . . . . . 40
(i) Increased Costs. . . . . . . . . . . . . . . . . . . . . . . . . 41

ARTICLE III
INTEREST AND FEES

3.1 Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
(a) Base Rate Loans. . . . . . . . . . . . . . . . . . . . . . . . . 42
(b) Eurodollar Loans . . . . . . . . . . . . . . . . . . . . . . . . 42

<PAGE>

(c) Payment of Interest. . . . . . . . . . . . . . . . . . . . . . . 42
(d) Notification of Rate . . . . . . . . . . . . . . . . . . . . . . 42
(e) Default Interest.. . . . . . . . . . . . . . . . . . . . . . . . 43
(f) Maximum Interest . . . . . . . . . . . . . . . . . . . . . . . . 43
3.2 Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
(a) Commitment Fee . . . . . . . . . . . . . . . . . . . . . . . . . 43
(b) Agency Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . 43
3.3 Computation of Interest and Fees. . . . . . . . . . . . . . . . . . . 43
3.4 Interest Periods. . . . . . . . . . . . . . . . . . . . . . . . . . . 44
3.5 Compensation for Funding Losses. . . . . . . . . . . . . . . . . . . 44
3.6 Increased Costs, Illegality, Etc. . . . . . . . . . . . . . . . . . . 45
(a) Generally. . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
(b) Eurodollar Loans. . . . . . . . . . . . . . . . . . . . . . . . 47
(c) Capital Requirements.. . . . . . . . . . . . . . . . . . . . . . 47
(d) Change of Lending Office.. . . . . . . . . . . . . . . . . . . . 48
3.7 Replacement of Affected Lenders . . . . . . . . . . . . . . . . . . . 48

ARTICLE IV
REDUCTION OF COMMITMENTS; PAYMENTS AND PREPAYMENTS

4.1 Voluntary Reduction of Commitments. . . . . . . . . . . . . . . . . . 49
4.2 Voluntary Prepayments . . . . . . . . . . . . . . . . . . . . . . . . 49
4.3 Mandatory Prepayments . . . . . . . . . . . . . . . . . . . . . . . . 50
(a) Prepayment Upon Overadvance. . . . . . . . . . . . . . . . . . . 50
(b) Payment at Termination Date. . . . . . . . . . . . . . . . . . . 50
(c) Mandatory Prepayment Upon Asset Disposition. . . . . . . . . . . 51
(d) Mandatory Prepayment Upon Incurrence of Indebtedness. . . . . . 51
4.4 Application of Prepayments. . . . . . . . . . . . . . . . . . . . . . 51
4.5 Method and Place of Payment . . . . . . . . . . . . . . . . . . . . . 51
4.6 Net Payments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
ARTICLE V
REPRESENTATIONS AND WARRANTIES

5.1 Corporate Existence; Compliance with Law. . . . . . . . . . . . . . . 55
5.2 Corporate Power; Authorization; No Violation. . . . . . . . . . . . . 55
5.3 Binding Effect. . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
5.4 Purpose of Loans. . . . . . . . . . . . . . . . . . . . . . . . . . . 55
5.5 Subsidiaries. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
5.6 Indebtedness. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
5.7 Financial Statements; Financial Condition; Undisclosed Liabilities;
Projections, etc . . . . . . . . . . . . . . . . . . . . . . . . . 56
(a) Financial Statements . . . . . . . . . . . . . . . . . . . . . . 56

-ii-
<PAGE>

(b) Solvency . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
(c) No Undisclosed Liabilities . . . . . . . . . . . . . . . . . . . 57
(d) Projections. . . . . . . . . . . . . . . . . . . . . . . . . . . 57
5.8 No Material Litigation. . . . . . . . . . . . . . . . . . . . . . . . 57
5.9 Performance of Agreements . . . . . . . . . . . . . . . . . . . . . . 57
5.10 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
5.11 Governmental Regulation . . . . . . . . . . . . . . . . . . . . . . . 58
5.12 Ownership of Property; Liens. . . . . . . . . . . . . . . . . . . . . 58
5.13 Intellectual Property . . . . . . . . . . . . . . . . . . . . . . . . 58
5.14 Disclosure. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
5.15 ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
5.16 Labor Relations . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
5.17 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
5.18 Public Utility Holding Company Act. . . . . . . . . . . . . . . . . . 59
5.19 Y2K . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59

ARTICLE VI.
CONDITIONS OF CREDIT

6.1 Conditions Precedent to Effectiveness . . . . . . . . . . . . . . . . 59
(a) Loan Documents . . . . . . . . . . . . . . . . . . . . . . . . . 59
(b) Corporate Proceedings. . . . . . . . . . . . . . . . . . . . . . 60
(c) Corporate Documents. . . . . . . . . . . . . . . . . . . . . . . 60
(d) Incumbency Certificate . . . . . . . . . . . . . . . . . . . . . 60
(e) Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
(f) Legal Opinions . . . . . . . . . . . . . . . . . . . . . . . . . 60
(g) Approvals. . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
(h) Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
(i) Appointment of Agent . . . . . . . . . . . . . . . . . . . . . . 61
(j) Tax and Accounting Aspects of Transactions . . . . . . . . . . . 61
(k) Officer's Certificate. . . . . . . . . . . . . . . . . . . . . . 61
(l) Adverse Change . . . . . . . . . . . . . . . . . . . . . . . . . 61
(m) Pro forma Balance Sheet. . . . . . . . . . . . . . . . . . . . . 62
(n) Termination of Existing Credit Agreements. . . . . . . . . . . . 62
(o) Consummation of Transactions, Etc. . . . . . . . . . . . . . . . 62
6.2 Certain Conditions Precedent to Each Loan . . . . . . . . . . . . . . 62
(a) Representations and Warranties . . . . . . . . . . . . . . . . . 63
(b) No Events of Default . . . . . . . . . . . . . . . . . . . . . . 63
(c) Available Revolving Commitment . . . . . . . . . . . . . . . . . 63
(d) Other Matters. . . . . . . . . . . . . . . . . . . . . . . . . . 63

-iii-
<PAGE>

ARTICLE VII
AFFIRMATIVE COVENANTS

7.1 Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . 63
7.2 Certificates; Other Information . . . . . . . . . . . . . . . . . . . 64
(a) Accountant's Certificates. . . . . . . . . . . . . . . . . . . . 64
(b) Officer's Certificate. . . . . . . . . . . . . . . . . . . . . . 64
(c) Budgets; Projections . . . . . . . . . . . . . . . . . . . . . . 65
(d) Audit Reports and Statements . . . . . . . . . . . . . . . . . . 65
(e) Public Filings . . . . . . . . . . . . . . . . . . . . . . . . . 65
(f) Status . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
(g) Other Requested Information. . . . . . . . . . . . . . . . . . . 65
7.3 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
(a) Event of Default or Unmatured Event of Default . . . . . . . . . 65
(b) Litigation and Related Matters . . . . . . . . . . . . . . . . . 66
(c) Notice of Change of Control. . . . . . . . . . . . . . . . . . . 66
7.4 Conduct of Business and Maintenance of Existence . . . . . . . . . . . 66
7.5 Payment of Obligations . . . . . . . . . . . . . . . . . . . . . . . . 66
7.6 Inspection of Property, Books and Records. . . . . . . . . . . . . . . 66
7.7 ERISA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
7.8 Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
7.9 Environmental Laws . . . . . . . . . . . . . . . . . . . . . . . . . . 68
7.10 Additional Subsidiary Guarantors . . . . . . . . . . . . . . . . . . . 69
7.11 Refinancing of Existing German Facility. . . . . . . . . . . . . . . . 69
7.12 Y2K. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69

ARTICLE VIII.
NEGATIVE COVENANTS

8.1 Financial Condition Covenants. . . . . . . . . . . . . . . . . . . . . 70
(a) Maintenance of Consolidated Net Worth . . . . . . . . . . . . . . 70
(b) Leverage Ratio. . . . . . . . . . . . . . . . . . . . . . . . . . 70
(c) Interest Coverage Ratio . . . . . . . . . . . . . . . . . . . . . 70
(d) Capital Expenditures. . . . . . . . . . . . . . . . . . . . . . . 70
8.2 Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
8.3 Liens. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
8.4 Fundamental Changes. . . . . . . . . . . . . . . . . . . . . . . . . . 72
8.5 Restricted Payments. . . . . . . . . . . . . . . . . . . . . . . . . . 73
8.6 Distributions from Subsidiaries. . . . . . . . . . . . . . . . . . . . 73
8.7 Sales of Assets and Subsidiary Stock . . . . . . . . . . . . . . . . . 74
8.8 Investments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
8.9 Transactions with Affiliates . . . . . . . . . . . . . . . . . . . . . 74
8.10 Sale-Leasebacks. . . . . . . . . . . . . . . . . . . . . . . . . . . . 75

-iv-

<PAGE>

8.11 Fiscal Year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
8.12 Amendments to Organizational Documents . . . . . . . . . . . . . . . . 75
8.13 Accounting Changes . . . . . . . . . . . . . . . . . . . . . . . . . . 75
8.14 Lines of Business. . . . . . . . . . . . . . . . . . . . . . . . . . . 75

ARTICLE IX.
EVENTS OF DEFAULT

9.1 Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . 75
(a) Failure to Make Payments When Due. . . . . . . . . . . . . . . . 75
(b) Representations. . . . . . . . . . . . . . . . . . . . . . . . . 75
(c) Breach of Certain Covenants. . . . . . . . . . . . . . . . . . . 76
(d) Other Defaults Under Agreement or Loan Documents . . . . . . . . 76
(e) Default Under Other Agreements . . . . . . . . . . . . . . . . . 76
(f) Judgments. . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
(g) Voluntary Insolvency, Etc. . . . . . . . . . . . . . . . . . . . 76
(h) Involuntary Insolvency, Etc. . . . . . . . . . . . . . . . . . . 77
(i) Unenforceability . . . . . . . . . . . . . . . . . . . . . . . . 77
(j) ERISA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
(k) Change of Control. . . . . . . . . . . . . . . . . . . . . . . . 78
(l) Environmental Default. . . . . . . . . . . . . . . . . . . . . . 78
9.2 Rescission of Acceleration. . . . . . . . . . . . . . . . . . . . . . 78
9.3 Rights Not Exclusive. . . . . . . . . . . . . . . . . . . . . . . . . 79

ARTICLE X.
AGENT

10.1 Appointment and Authorization. . . . . . . . . . . . . . . . . . . . 79
10.2 Nature of Duties . . . . . . . . . . . . . . . . . . . . . . . . . . 79
10.3 Liability of Agent . . . . . . . . . . . . . . . . . . . . . . . . . 79
10.4 Reliance by Agent. . . . . . . . . . . . . . . . . . . . . . . . . . 80
10.5 Notice of Default. . . . . . . . . . . . . . . . . . . . . . . . . . 80
10.6 Credit Decision. . . . . . . . . . . . . . . . . . . . . . . . . . . 81
10.7 Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . . . 81
10.8 Agent in Individual Capacity . . . . . . . . . . . . . . . . . . . . 82
10.9 Resignation by Agent . . . . . . . . . . . . . . . . . . . . . . . . 82
10.10 Documentation Agent. . . . . . . . . . . . . . . . . . . . . . . . . 83

ARTICLE XI.
MISCELLANEOUS

11.1 No Waiver; Modifications in Writing. . . . . . . . . . . . . . . . . 83

-v-
<PAGE>

11.2 Intentionally omitted . . . . . . . . . . . . . . . . . . . . . . . 85
11.3 Notices, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . 85
11.4 Costs, Expenses and Taxes; Indemnity. . . . . . . . . . . . . . . . 85
(a) Generally. . . . . . . . . . . . . . . . . . . . . . . . . . . 85
(b) Indemnification. . . . . . . . . . . . . . . . . . . . . . . . 86
11.5 Confirmations . . . . . . . . . . . . . . . . . . . . . . . . . . . 87
11.6 Transfer of Notes . . . . . . . . . . . . . . . . . . . . . . . . . 88
11.7 Adjustments; Setoff . . . . . . . . . . . . . . . . . . . . . . . . 88
11.8 Execution in Counterparts . . . . . . . . . . . . . . . . . . . . . 89
11.9 Binding Effect; Assignment; Addition and Substitution of Lenders. . 89
11.10 CONSENT TO JURISDICTION; MUTUAL WAIVER OR JURY TRIAL. . . . . . . . 92
11.11 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . 93
11.12 Registry. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93
11.13 Severability of Provisions. . . . . . . . . . . . . . . . . . . . . 93
11.14 Headings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93
11.15 Independent Nature of Lenders' Rights . . . . . . . . . . . . . . . 93
11.16 Survival of Representations . . . . . . . . . . . . . . . . . . . . 94
11.17 Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . 94
11.18 Effectiveness . . . . . . . . . . . . . . . . . . . . . . . . . . . 94
11.19 Waiver of Immunities. . . . . . . . . . . . . . . . . . . . . . . . 95

</TABLE>

-vi-
<PAGE>

Schedules

Schedule 1.1 -- Revolving Commitments
Schedule 5.5 -- Subsidiaries
Schedule 5.6 -- Indebtedness
Schedule 5.7(c) -- Liabilities
Schedule 5.7(d) -- Projections
Schedule 5.8 -- Litigation
Schedule 6.1(o) -- Waiver of Acquisition Agreement Terms
Schedule 8.2(c) -- Outstanding Subsidiary Indebtedness
Schedule 8.3 -- Permitted Liens
Schedule 8.6(a) -- Certain Restrictions
Schedule 11.3 -- Addresses for Notice; Payment and Lending Offices

Exhibits

Exhibit 1.1 -- Form of Subsidiary Guarantee Agreement
Exhibit 2.1(a)(ii) -- Form of Commitment Increase Request
Exhibit 2.1(b)(iii) -- Form of Swing Line Loan Participation Certificate
Exhibit 2.2(a)-1 -- Form of Revolving Note
Exhibit 2.2(a)-2 -- Form of Swing Line Note
Exhibit 2.5 -- Form of Notice of Borrowing
Exhibit 2.6 -- Form of Notice of Conversion or Continuation
Exhibit 2.9 -- Form of Letter of Credit Report
Exhibit 4.6(d) -- Form of Section 4.6(d)(ii) Certificate
Exhibit 6.1(f) -- Form of Opinion of Borrower's counsel
Exhibit 6.1(i) -- Form of CT Letter
Exhibit 6.1(k) -- Form of Officer's Certificate
Exhibit 7.2(b) -- Form of Certificate of Financial Officer
Exhibit 11.9 -- Form of Assignment and Assumption Agreement

-vii-
<PAGE>

CREDIT AGREEMENT

THIS CREDIT AGREEMENT, dated as of May 15, 1998, among BMC
Industries, Inc., a Minnesota corporation ("BORROWER"), the several banks and
other financial institutions from time to time parties to this Agreement (the
"LENDERS"), BANKERS TRUST COMPANY, a New York banking corporation, as
administrative agent for the Lenders hereunder and a Lender (in such capacity,
the "AGENT") and NBD Bank, as Documentation Agent and a Lender.

W I T N E S S E T H:

WHEREAS, Borrower has requested that the Lenders provide a revolving
credit facility to Borrower in an aggregate amount not to exceed $275,000,000 at
any time outstanding and maturing on May 15, 2003;

WHEREAS, a portion of the proceeds of the revolving credit facility
described above will be used by Borrower to purchase, through a Minnesota
corporation that is Borrower's wholly-owned subsidiary formed for that purpose
("Orcolite Acquisition Subsidiary") the assets of the Orcolite business unit, an
operating division of the Monsanto Company, a Delaware corporation (the "Asset
Acquisition").

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

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

NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, the parties hereto agree as follows:

ARTICLE I
DEFINITIONS

1.1 DEFINED TERMS. As used in this Agreement, the following
terms shall have the following meanings, such meanings to be equally applicable
to both the singular and plural forms of the terms defined:

"1997 EXPANSION CHARGE": means an amount equal to (i) $6,400,000
from the Closing Date to June 30, 1998, (ii) $3,100,000 from July 1, 1998
to September 30, 1998 and (iii) $0 after September 30, 1998.

<PAGE>

"ACQUISITION" means any transaction or series of related
transactions for the purpose of or resulting, directly or indirectly, in
(a) the acquisition of all or substantially all of the assets of a Person,
or of any business or division of a Person, (b)the acquisition of in excess
of 50% of the capital stock, partnership interests, membership interests or
equity of any Person, or otherwise causing any Person to become a
Subsidiary, or (c)a merger or consolidation or any other combination with
another Person (other than a Person that is a Subsidiary) provided that the
Company or the Subsidiary is the surviving entity.

"ADJUSTMENT DATE" means the earlier of (i)the second Business Day
after receipt by Agent of the financial statements required to be delivered
by Borrower pursuant to Section 7.1 and (ii) the date five days after
notice from Agent to Borrower that Borrower has failed to deliver such
financial statements; provided that if an Adjustment Date pursuant to
clause (ii) occurs, the date which is the Second Business Day after Agent
does receive such financial statements shall also be an Adjustment Date.

"AGENT": as defined in the preamble.

"AGENTS": means the Agent and the Documentation Agent.

"AFFILIATE": with respect to any Person, any Person or group acting
in concert in respect of the Person in question that, directly or
indirectly, controls or is controlled by or is under common control with
such Person. For the purposes of this definition, "control" (including,
with correlative meanings, the terms "controlled by" and "under common
control with") shall mean the possession, directly or indirectly, of the
power to direct or cause the direction of management and policies of a
Person, whether through the ownership of voting securities or by contract
or otherwise.

"AGENT-RELATED PERSONS": as defined in SECTION 10.3.

"AGGREGATE CONSIDERATION" means the aggregate value of all cash,
securities and other property paid in connection with an Acquisition,
including all Indebtedness of the acquired Person repaid or assumed,
directly or indirectly (by operation of law or otherwise) in connection
with the Acquisition.

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

-2-
<PAGE>

<TABLE>
<CAPTION>
----------------------------------------------------------------
MOST RECENT RATIO OF CONSOLIDATED DEBT TO COMMITMENT FEE
CONSOLIDATED EBITDA
----------------------------------------------------------------
<S> <C>
Less than or equal to 1.0 to 1.0 .200%
----------------------------------------------------------------
Less than or equal to 1.5 to 1.0 but greater
than 1.0 to 1.0 .225%
----------------------------------------------------------------
Less than or equal to 2.25 to 1.0 but greater
than 1.5 to 1.0 .250%
----------------------------------------------------------------
Less than or equal to 2.75 to 1.0 but greater
than 2.25 to 1.0 .275%
----------------------------------------------------------------
Less than or equal to 3.25 to 1.0 but greater
than 2.75 to 1.0 .325%
----------------------------------------------------------------
Greater than 3.25 to 1.0 .375%
----------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
-------------------------------------------------------
MOST RECENT RATIO OF EURODOLLAR BASE
CONSOLIDATED DEBT TO LOANS RATE
CONSOLIDATED EBITDA LOANS
-------------------------------------------------------
<S> <C> <C>
Less than or equal to 1.0 to 1.0 .375% 0%
-------------------------------------------------------
Less than or equal to 1.5 to 1.0 0%
but greater than 1.0 to 1.0 .500%
-------------------------------------------------------
Less than or equal to 2.25 to .625% 0%
1.0 but greater than
1.5 to 1.0
-------------------------------------------------------
Less than or equal to 2.75 to .750% 0%
1.0 but greater than 2.25 to 1.0
-------------------------------------------------------
Less than or equal to 3.25 to 1.000% 0%
1.0 but greater than 2.75 to 1.0
-------------------------------------------------------
Greater than 3.25 to 1.0 1.250% .250%
-------------------------------------------------------
</TABLE>

-3-
<PAGE>

"ASSET ACQUISITION" has the meaning ascribed such term in the
recitals.

"ASSET ACQUISITION AGREEMENT" means the Asset Purchase Agreement
dated as of March 25, 1998 between Monsanto Company, a Delaware corporation
and Orcolite Acquisition Subsidiary.

"ASSET ACQUISITION DOCUMENTS" means the Asset Acquisition Agreement
and all other agreements and documents relating to the Asset Acquisition.

"ASSET ACQUISITION-RELATED CHARGES" means charges taken for
accounting purposes in connection with the Asset Acquisition to reflect
write-offs, costs, expenses or other charges related to the Asset
Acquisition not to exceed $30,000,000.

"ASSET DISPOSITION": any sale, lease, transfer or other disposition
(or series of related sales, leases, transfers or dispositions) of shares
of Capital Stock of a Subsidiary of Borrower (other than directors'
qualifying shares), property or other assets (each referred to for the
purposes of this definition as a "disposition") by Borrower or any of its
Subsidiaries the fair market value of which, as determined in good faith by
the board of directors of Borrower or such Subsidiary, as the case may be,
exceeds $1,000,000 (other than (i) a disposition by a Subsidiary to
Borrower or by Borrower or a Subsidiary to a Wholly-Owned Subsidiary, (ii)
a disposition of property or other assets at fair market value in the
ordinary course of business, including non-exclusive licenses to use
trademarks, trade names or other similar property of Borrower or its
Subsidiaries and (iii) a disposition of obsolete property or other assets
in the ordinary course of business).

"ASSIGNEE": an Eligible Assignee which is an "Assignee" party to an
Assignment and Assumption Agreement pursuant to SECTION 11.9.

"ASSIGNMENT AND ASSUMPTION AGREEMENT": an Assignment and Assumption
Agreement substantially in the form of EXHIBIT 11.9 annexed hereto and made
a part hereof made by any applicable Lender, as assignor and such Lender's
assignee in accordance with SECTION 11.9, with such modifications
(including, without limitation, additional representations, warranties and
covenants by the assignor Lender or assignee Lender) as such assignor
Lender and assignee Lender may agree to from time to time which solely
affect the relative rights and/or obligations of the assignor Lender and
assignee Lender as between themselves.

"ATTORNEY COSTS": all reasonable fees and disbursements of any law
firm or other external counsel and the reasonable allocated cost of
internal legal services, including all reasonable disbursements of internal
counsel.

"ATTRIBUTABLE DEBT": as of the date of determination thereof in
connection with a Sale and Leaseback Transaction occurring after the
Closing Date, the greater of (1) the fair

-4-
<PAGE>

value of the assets subject to such transaction (as determined in good
faith by the applicable lessee) and (2) the present value (discounted
according to GAAP at the cost of debt implied in the lease) of the
obligations of the lessee for rental payments during the term of any
applicable lease.

"AVAILABLE REVOLVING COMMITMENT": as to any Lender at any time, an
amount in Dollars equal to the excess, if any, of (a) such Lender's
Revolving Commitment over (b) the sum of (i) the aggregate principal amount
then outstanding of Revolving Loans made by such Lender and (ii) such
Lender's Commitment Percentage of the LC Obligations and Commitment
Percentage of the Swing Line Loans then outstanding.

"BANKRUPTCY CODE": Title 11 of the United States Code entitled
Bankruptcy as now or hereafter in effect or any successor thereto.

"BASE RATE": the higher of (i) the Prime Lending Rate and (ii) the
Federal Funds Effective Rate plus one-half of one percent (1/2%).

"BASE RATE LOANS": Revolving Loans bearing interest at a rate
determined by reference to the Base Rate or Swing Line Loans, as the
context shall require.

"BOARD": the Board of Governors of the Federal Reserve System (or
any successor thereto).

"BORROWER": as defined in the preamble.

"BORROWING": a group of Loans of a single Type made by the Lenders
or the Swing Line Lender, as appropriate, on a single date and as to which
a single Interest Period is in effect.

"BT": Bankers Trust Company, a New York banking corporation.

"BUSINESS DAY": a day other than a Saturday, Sunday or other day on
which commercial banks in New York City are authorized or required by law
to close; PROVIDED, HOWEVER, that when used in connection with a Eurodollar
Loan, the term "Business Day" shall also exclude any day on which banks are
not open for dealings in dollar deposits in the London interbank market.

"CAPITAL EXPENDITURES" means, without duplication, with respect to
any Person, any amounts expended or Indebtedness incurred during or in
respect of a period for any purchase or other acquisition for value of any
asset that should be classified on a consolidated balance sheet of such
Person prepared in accordance with GAAP as a fixed or capital asset
including, without limitation, the direct or indirect acquisition of such
assets or improvements by way of increased product or service charges,
offset items or otherwise, and shall include

-5-
<PAGE>

Capitalized Lease Obligations--but excluding amounts expended, incurred or
obligated to be expended during or in respect at a period for any Permitted
Acquisition.

"CAPITAL LEASE": as applied to any Person, any lease of any
property (whether real, personal or mixed) by that Person as lessee which
would, in conformity with GAAP, be required to be accounted for as a
capital lease on the balance sheet of that Person.

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

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

"CASH EQUIVALENTS" means Investments of the type specified in
clauses (i), (ii), (iii), (iv) and (ix) of the definition of "Permitted
Investments".

"CHANGE OF CONTROL": (i) the sale, lease or transfer of all or
substantially all of Borrower's assets to any Person or group (as such term
is used in Section 13(d)(3) of the Exchange Act), (ii) the liquidation or
dissolution of Borrower, (iii) any person or group of persons (within the
meaning of the Exchange Act) acquiring beneficial ownership (within the
meaning of Rule 13d-3 promulgated by the SEC under the Exchange Act) of 20%
or more of the issued and outstanding shares of Borrower's Voting
Securities; or (iv) a majority of the directors of the Borrower are Persons
other than Persons (a) for whose election proxies have been solicited by
Borrower's board of directors or (B) who are then serving as directors
appointed by Borrower's board of directors to fill vacancies on the Board
caused by death or resignation (but not by removal) or to fill new created
directorships.

"CLOSING DATE": May 15, 1998.

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

"COLLATERAL ACCOUNT" has the meaning assigned to that term in
SECTION 4.3(a).

"COMMERCIAL LETTER OF CREDIT" has the meaning assigned to that term
in SECTION 2.9(a).

"COMMITTED LOAN": any Revolving Loan or Swing Line Loan.

-6-
<PAGE>

"COMMITMENT": as to any Lender at any time, the aggregate of such
Lender's outstanding Revolving Commitment and its Swing Line Commitment.

"COMMITMENT PERCENTAGE": as to any Lender at any time, the
percentage which such Lender's Revolving Commitment then constitutes of the
aggregate Revolving Commitments (or, at any time after the Revolving
Commitments shall have expired or terminated, the percentage which the
aggregate principal amount of such Lender's Loans then outstanding
constitutes of the aggregate principal amount of the Loans then
outstanding; PROVIDED, HOWEVER, that for purposes of determining the amount
of a Lender's Loans, Swing Line Loans shall be deemed to be held not by the
Swing Line Lender, but rather each Lender shall be deemed to hold the
amount of Swing Line Loans equal to its Commitment Percentage of the Swing
Line Loans then outstanding).

"COMMITMENT PERIOD": the period from and including the date hereof
to but not including the Termination Date.

"COMMODITY PRICE PROTECTION AGREEMENT": any Contractual Obligation
or other arrangement designed to protect Borrower or any of its
Subsidiaries from fluctuations in the price of commodities.

"CONSOLIDATED CAPITAL EXPENDITURES": for any period, the aggregate
of all Capital Expenditures by Borrower and its Subsidiaries during that
period that, in conformity with GAAP, are included in "additions to
property, plant or equipment" or comparable items reflected in the
consolidated statement of cash flows of Borrower and its Subsidiaries.

"CONSOLIDATED DEBT": indebtedness for money borrowed of Borrower and
its Subsidiaries that should be shown as a liability on a consolidated
balance sheet of Borrower and its Subsidiaries prepared in accordance with
GAAP PLUS, without duplication, the amount of Indebtedness of the type
described in clauses (iii), (v), (ix) and (x) of the definition thereof
PLUS, without duplication, Attributable Debt.

"CONSOLIDATED EBITDA": without duplication for any Person for any
period for which such amount is being determined, Consolidated Net Income
or Consolidated Net Loss for such period plus the sum of the amounts for
such period of (i) Consolidated Interest Expense, (ii) provision for taxes
based on income, (iii) depreciation expense, and (iv) amortization expense,
and (v) Asset Acquisition-Related Charges minus any non-cash non-operating
income for such period to the extent included in Consolidated Net Income or
Consolidated Net Loss and excluding any gain or loss recognized in respect
of post-retirement benefits as a result of the application of FASB 106 and
any foreign currency translation adjustments as a result of the application
of FASB 52, all as determined on a consolidated basis for such Person and
its consolidated Subsidiaries in accordance with GAAP. For purpose of this
definition, "Consolidated EBITDA" shall be calculated after giving effect
on a PRO FORMA basis to any Acquisition as if such Acquisition occurred on

-7-
<PAGE>

the first day of the applicable period on the same basis as is required in
clauses (A) through (C) for the PRO FORMA test under clause (iii) of the
definition of Permitted Acquisition.

"CONSOLIDATED INTEREST EXPENSE": with respect to any Person, for
any period for which such amount is being determined, total interest
expense of such Person and its Subsidiaries on a consolidated basis in
accordance with GAAP for such period.

"CONSOLIDATED NET INCOME" and "CONSOLIDATED NET LOSS": for any
Person for any period for which such amount is being determined, the net
income (loss) of such Person and its consolidated Subsidiaries during such
period determined on a consolidated basis for such period taken as a single
accounting period in accordance with GAAP, provided that there shall be
excluded (i) income (or loss) of any Person (other than a consolidated
Subsidiary of such Person) in which any other Person (other than such
Person or any of its consolidated Subsidiaries) has a joint interest,
except to the extent of the amount of dividends or other distributions
actually paid to such Person or any of its consolidated Subsidiaries by
such other Person during such period, (ii) the income (or loss) of any
Person accrued prior to the date it becomes a consolidated Subsidiary of
such Person or is merged into or consolidated with such Person or any of
its consolidated Subsidiaries or the Person's assets are acquired by such
Person or any of its consolidated Subsidiaries, (iii) the income of any
consolidated Subsidiary of such Person to the extent that the declaration
or payment of dividends or similar distributions by that consolidated
Subsidiary of the income is not at the time permitted by operation of the
terms of its charter or any agreement, instrument, judgment, decree, order,
statute, rule or governmental regulation applicable to that consolidated
Subsidiary and (iv) Asset Acquisition-Related Charges.

"CONSOLIDATED NET WORTH": the total amount shown on the balance
sheet of Borrower and its consolidated Subsidiaries, determined on a
consolidated basis in accordance with GAAP PLUS Asset Acquisition-Related
Charges.

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

-8-
<PAGE>

"CONTRACTUAL OBLIGATION": as to any Person, any provision of any
agreement, instrument or other undertaking to which such Person is a party
or by which it or any of its property is bound or to which it is subject.

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

"CURRENCY PROTECTION AGREEMENT": any foreign exchange contract,
currency swap agreement, or other financial agreement or arrangement to
which Borrower or any of its Subsidiaries is a party that is designed to
protect Borrower or any of its Subsidiaries against fluctuations in
currency values.

"DEBTS": all liabilities, whether matured or unmatured, liquidated
or unliquidated, absolute, fixed or contingent.

"DEFAULT RATE": a variable rate per annum which shall be two
percent (2%) per annum PLUS either (i) the then applicable interest rate
hereunder in respect of the amount on which the Default Rate is being
assessed, or (ii) if there is no such applicable interest rate, the Base
Rate plus the Applicable Margin, but in no event in excess of that
permitted by applicable law.

"DEFAULTING LENDER" shall mean any Lender with respect to which a
Lender Default is in effect.

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

"DOLLARS" and "$": dollars in lawful currency of the U.S.

"DOMESTIC SUBSIDIARY": any Subsidiary of Borrower that is not a
Foreign Subsidiary.

"DOMESTIC OVERDRAFT FACILITY": means an unsecured overdraft line of
credit in a maximum principal amount of not more than $10,000,000 which may
contain a subfacility for letters of credit which line of credit shall be
on terms and conditions and pursuant to documentation no more restrictive
than this Agreement and otherwise satisfactory in form and substance to the
Agent.

"DRAWING" shall have the meaning set forth in SECTION 2.9(d)(ii).

"EFFECTIVE DATE": the effective date of the applicable Assignment
and Assumption Agreement, as defined therein.

"ELIGIBLE ASSIGNEE": (i) a commercial bank organized under the laws
of the U.S., or any State thereof, (ii) a commercial bank organized under
the laws of any other country

-9-
<PAGE>

which is a member of OECD, or a political subdivision of any such country;
PROVIDED, HOWEVER, that such bank is acting through a branch or agency
located in the country in which it is organized or another country which is
also a member of the OECD or the Cayman Islands, (iii) the central bank of
any country which is a member of the OECD, (iv) a finance company or other
financial institution or fund (whether a corporation, partnership, trust or
other entity) that is engaged in making, purchasing or otherwise investing
in commercial loans in the ordinary course of its business, (v) an
insurance company organized under the laws of the U.S. (or any State
thereof), (vi) a savings bank or savings and loan association organized
under the laws of the U.S., or any State thereof, (vii) any Lender party to
this Agreement, (viii) any Affiliate of any Lender party to this Agreement,
and (ix) any other Person approved by Agent and Borrower, such approval not
to be unreasonably withheld; PROVIDED, HOWEVER, that an affiliate of
Borrower shall not qualify as an Eligible Assignee.

"ENVIRONMENTAL LAWS": any and all foreign, Federal, state, local or
municipal laws, rules, orders, regulations, statutes, ordinances, codes or
decrees of any Governmental Authority or other Requirements of Law
regulating, relating to or imposing liability or standards of conduct
concerning protection of human health or the environment, as now or may at
any time hereafter be in effect that are applicable to the Borrower or its
Subsidiaries.

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

"ERISA AFFILIATE": each trade or business (whether or not
incorporated) which together with Borrower or a Subsidiary of Borrower
would be deemed to be a "single employer" within the meaning of Section
4001(b)(1) of ERISA or would be included in a "controlled group of
corporations," a group of "trades or businesses under common control" or an
"affiliated service group" within the meaning of Section 414(b), (c), (m)
or (o) of the Code. Unless otherwise qualified, all references to an
"ERISA Affiliate" in this Agreement shall refer to an ERISA Affiliate of
Borrower or any Subsidiary.

"EUROCURRENCY RESERVE REQUIREMENTS": for any day as applied to a
Eurodollar Loan, the aggregate (without duplication) of the maximum 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 the Federal Reserve System.

"EURODOLLAR BORROWING": a Borrowing comprised of Eurodollar Loans.

-10-
<PAGE>

"EURODOLLAR LOAN": any Loan bearing interest at a rate determined
by reference to the Eurodollar Rate.

"EURODOLLAR RATE": the arithmetic average (rounded upwards to the
nearest 1/16 of 1%) of the offered quotations, if any, to first class banks
in the Eurodollar market by BT for Dollar deposits of amounts in
immediately available funds comparable to the principal amount of the
applicable Eurodollar Loan for which the Eurodollar Rate is being
determined with maturities comparable to the Interest Period for which such
Eurodollar Rate will apply, as of approximately 10:00 A.M. (New York City
time) on the applicable Interest Rate Determination Date. The
determination of the Eurodollar Rate by Agent shall be conclusive and
binding on Borrower absent demonstrable error.

"EURODOLLAR RESERVE 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 Rate
----------------------------------------
1.00 - Eurocurrency Reserve Requirements

"EVENT OF DEFAULT": any of the events specified in SECTION 9.1;
PROVIDED, HOWEVER, that any requirement for the giving of notice, the lapse
of time, or both, or any other condition, has been satisfied.

"EXCHANGE ACT": the Securities Exchange Act of 1934, as amended and
codified in U.S.C. 78a ET SEQ. and as hereafter amended from time to time.

"EXCHANGEABLE STOCK": any Capital Stock which is exchangeable or
convertible into another security (other than Capital Stock of Borrower
which is neither Exchangeable Stock nor Redeemable Stock).

"EXISTING CREDIT AGREEMENTS" shall mean that certain Credit
Agreement among BMC Industries, Inc., Various Banks and Norwest Bank
Minnesota, National Association, dated June 5, 1996, as amended to date,
and all agreements relating to such loan agreements, including, without
limitation, any and all guarantees, pledge agreements and security
agreements.

"EXISTING CREDIT AGREEMENTS TERMINATION DOCUMENTS" shall mean the
documents entered into with respect to the termination of the commitments,
and the reimbursement obligations with respect to any letters of credit
issued, under the Existing Credit Agreements, the repayment of the loans
thereunder, the release of all guaranties and security with respect thereto
and any consents required in connection therewith.

"FACING AGENT" has the meaning assigned to that term in SECTION
2.9(a).

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<PAGE>

"FEDERAL FUNDS EFFECTIVE RATE": for any period, a fluctuating
interest rate per annum equal for each day during such period to 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 for such day (or, if such day is not a Business Day, for the next
preceding Business Day) by the Federal Reserve Bank of New York, or, if
such rate is not so published for any day which is a Business Day, the
average of the quotations for such day on such transactions received by BT,
as Agent, from three Federal funds brokers of recognized standing selected
by it.

"FINANCIAL OFFICER": with respect to any Person, the chief
financial officer, principal accounting officer, a financial vice
president, treasurer or assistant treasurer of such Person.

"FOREIGN SUBSIDIARY": means a Subsidiary of Borrower that is
incorporated under the laws of a jurisdiction other than any State of the
U.S. or the District of Columbia.

"GAAP": generally accepted accounting principles in the U.S. as in
effect from time to time. If any changes in GAAP or the application
thereof from that used in the preparation of the financial statements
referred to in SECTION 7.1(a) hereof occur after the Closing Date and such
changes result in a material change in the calculation of any financial
covenants or restrictions set forth in this Agreement, then the parties
hereto agree to enter into and diligently pursue negotiations in order to
amend such financial covenants and restrictions so as to equitably reflect
such changes, with the desired result that the criteria for evaluating the
financial condition and results of operations of Borrower and its
Subsidiaries shall be the same after such changes as if such changes had
not been made.

"GOVERNMENTAL AUTHORITY": any nation or government, any state or
other political subdivision thereof and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of
government.

"GUARANTEE OBLIGATIONS" means, as to any Person, without
duplication, any direct or indirect obligation of such Person guaranteeing
or intended to guarantee any Indebtedness, Capital Lease or operating
lease, dividend or other obligation ("primary obligations") of any other
Person (the "primary obligor") in any manner, whether directly or
indirectly, including, without limitation, any obligation of such Person,
whether or not contingent: (i) to purchase any such primary obligation or
any property constituting direct or indirect security therefor; (ii) to
advance or supply funds (a) for the purchase or payment of any such primary
obligation, or (b) to maintain working capital or equity capital of the
primary obligor or otherwise to maintain the net worth or solvency of the
primary obligor; (iii) to purchase property, securities or services
primarily for the purpose of assuring the owner of any such primary
obligation of the ability of the primary obligor to make payment of such
primary obligation; or (iv) otherwise to assure or hold harmless the owner
of such primary obligation against loss in respect thereof; PROVIDED,
HOWEVER, that the term Guarantee Obligation shall

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<PAGE>

not include any endorsements of instruments for deposit or collection in
the ordinary course of business. The amount of any Guarantee Obligation of
any Person at any time shall be deemed to be an amount equal to the lesser
at such time of (y) the stated or determinable amount of the primary
obligation in respect of which such Guarantee Obligation is made or (z) the
maximum amount for which such Person may be liable pursuant to the terms of
the instrument embodying such Guarantee Obligation; or, if not stated or
determinable, the maximum reasonably anticipated liability (assuming full
performance) in respect thereof.

"INDEBTEDNESS": as applied to any Person (without duplication):

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

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

(iii) that portion of obligations of such Person with
respect to Capital Leases which is required to be classified as a
liability on a balance sheet in accordance with GAAP;

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

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

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

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

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(viii) all obligations of such Person under Interest Rate
Protection Agreements or Currency Protection Agreements;

(ix) Guarantee Obligations of such Person; and

(x) the principal balance outstanding under any synthetic
lease, tax retention operation lease, off-balance sheet loan or
similar off-balance sheet financing product to which such Person is
a party, where such transaction is considered borrowed money
indebtedness for tax purposes but is classified as an operating
lease in accordance with GAAP.

"INSOLVENT": with respect to any Person, that the present fair
saleable value of the assets of such Person is less than the amount that
will be required to pay the probable liability on existing Debts of such
Person or such Person is unable to pay its Debts, as such Debts become
absolute and matured.

"INITIAL BORROWING" means the first Borrowing by Borrower under this
Agreement.

"INITIAL BORROWING DATE" means the date of the Initial Borrowing.

"INTELLECTUAL PROPERTY": as defined in SECTION 5.13.

"INTERCOMPANY INDEBTEDNESS": Indebtedness of Borrower or any of its
Subsidiaries which, in the case of Borrower, is owing to any such
Subsidiary and which, in the case of any Subsidiary of Borrower, is owing
to Borrower or any of its other Subsidiaries.

"INTEREST PAYMENT DATE": (a) as to any Base Rate Loan, the last
Business Day of each March, June, September and December to occur while
such Loan is outstanding and the date on which all of the Loans hereunder
are paid in full, (b) as to any Eurodollar Loan, the last day of the
Interest Period applicable thereto and (c) as to any Eurodollar Loan having
an Interest Period longer than three months, each day which is three months
after the first day of the Interest Period applicable thereto; PROVIDED,
HOWEVER, that, in addition to the foregoing, each of (x) the date upon
which both the Revolving Commitments have been terminated and the Loans
have been paid in full and (y) the Termination Date shall be deemed to be
an "Interest Payment Date" with respect to any interest which is then
accrued hereunder.

"INTEREST PERIOD" has the meaning assigned to that term in SECTION
3.4.

"INTEREST RATE DETERMINATION DATE": the date for calculating the
Eurodollar Rate for an Interest Period, which date shall be the second
Business Day prior to the first day of the related Interest Period for such
Eurodollar Loan.

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<PAGE>

"INTEREST RATE PROTECTION AGREEMENT": any interest rate swap
agreement, interest rate cap agreement or other financial agreement or
arrangement designed to protect Borrower or any of its Subsidiaries against
fluctuations in interest rates.

"INVESTMENT": as applied to any Person, any direct or indirect
purchase or other acquisition for value by that Person of stock or other
securities of any other Person (or a beneficial interest therein), or a
capital contribution by that Person to any other Person, or any direct or
indirect loan or advance to any other Person, or any purchase by that
Person of all or a significant part of the assets of a business conducted
by another Person or any purchase by that Person of a futures contract or
such person otherwise becoming liable for the purchase or sale of currency
or other commodity at a future date in the nature of a futures contract.
The amount of any Investment by any Person shall be the original Investment
(including the amount of any liability assumed to the extent that such
liability would be reflected on a balance sheet prepared in accordance with
GAAP) plus the cost of all additions thereto, without any adjustments for
increases or decreases in value, or write-ups, write-downs or write-offs
with respect to such Investment.

"IRS": the United States Internal Revenue Service, or any successor
or analogous U.S. Governmental Authority.

"LC COMMISSION" has the meaning assigned to that term in SECTION
2.9(g)(ii).

"LC OBLIGATIONS" means, at any time, an amount equal to the sum of
(a) the aggregate Stated Amount of the then outstanding Letters of Credit
and (b) the aggregate amount of Unpaid Drawings (in each case without
duplication). The LC Obligation of any Lender at any time shall mean its
pro rata Share of the aggregate LC Obligations outstanding at such time.

"LC PARTICIPANT" shall have the meaning assigned to that term in
SECTION 2.9(e).

"LC SUPPORTABLE INDEBTEDNESS" shall mean (i) obligations of Borrower
or its Subsidiaries incurred in the ordinary course of business with
respect to insurance obligations and workers' compensation, surety bonds
and other similar statutory obligations and (ii) such other obligations of
Borrower or any of its Subsidiaries as are reasonably acceptable to Agent
and the respective Facing Agent and otherwise permitted to exist pursuant
to the terms of this Agreement.

"LENDER DEFAULT" shall mean (i) the refusal (which has not been
retracted) of a Lender to make available its portion of any Borrowing or to
fund its portion of any unreimbursed payment under SECTION 2.1(b)or (ii) a
Lender having notified in writing Borrower and/or Agent that it does not
intend to comply with its obligations under SECTION 2.1 (whether or not as
a result of any takeover of such Lender by any regulatory authority or
agency).

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<PAGE>

"LENDERS": as defined in the preamble.

"LENDING OFFICE": with respect to each Lender, the office specified
on such Lender's signature page or in the applicable Assignment and
Assumption Agreement with respect to each type of Loan, or such other
office as such Lender may designate in writing from time to time to
Borrower and Agent with respect thereto.

"LETTER OF CREDIT" has the meaning assigned to that term in SECTION
2.9(a).

"LETTER OF CREDIT PAYMENT" means as applicable (a) all payments made
by the Facing Agent pursuant to either a draft or demand for payment under
a Letter of Credit or (b) all payments made by the Lenders to the Facing
Agent in respect thereof.

"LETTER OF CREDIT REQUEST" has the meaning assigned to that term in
SECTION 2.9(c).

"LIEN": any judgment lien or execution, attachment, levy, distraint
or similar legal process and any mortgage, pledge, security interest,
encumbrance, lien, charge or deposit arrangement (other than a deposit in
the ordinary course of business and not intended as security) of any kind
(including, without limitation, any conditional sale or other title
retention agreement or lease in the nature thereof, any sale of receivables
with recourse (in whole or in part) against the seller or any other Person
except the account debtors, any filing or agreement to file a financing
statement as debtor under the UCC or any similar statute other than to
reflect ownership by a third party of property leased to Borrower or any of
its Subsidiaries under a lease which is not in the nature of a conditional
sale or title retention agreement, or any subordination arrangement in
favor of another Person).

"LIQUIDITY": as of any date of determination, all cash and Cash
Equivalents of the Borrower (determined on a consolidated basis) plus the
Total Available Revolving Commitments.

"LOAN": a Revolving Loan or a Swing Line Loan, as the context shall
require; collectively, the "Loans."

"LOAN DOCUMENTS": this Agreement, the Notes, each Letter of Credit,
the Subsidiary Guarantee Agreement and any other instruments, documents and
agreements delivered to Agent in favor of the Lenders or for the benefit of
the Lenders.

"LOAN PARTY": Borrower or any Subsidiary Guarantor.

"MAJORITY LENDERS": at any time, Lenders whose Commitment
Percentages represent at least 51%.

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<PAGE>

"MATERIAL ADVERSE EFFECT": a material adverse effect on (a) the
business, condition (financial or otherwise), assets, liabilities, property
or operations of Borrower and its Subsidiaries taken as a whole, (b) the
ability of Borrower or any Subsidiary to perform its obligations under any
Loan Document to which it is a party, or (c) the validity or enforceability
of this Agreement, any Note, or the Subsidiary Guarantee Agreement or the
material rights or remedies of Agent and the Lenders hereunder or
thereunder.

"MATERIAL ASSET DISPOSITION": any Asset Disposition of all or any
substantial part of the assets of Borrower and its Subsidiaries, taken as a
whole, to any Person (other than Borrower or any of its Subsidiaries). For
purposes of this definition, any subsidiary or the assets of a business
operation which, in each case, if separately counted would constitute a
"significant subsidiary" within the meaning of Rule 1-02 of Regulation S-X
promulgated by the United States Securities and Exchange Commission shall
be deemed to constitute a "substantial part of the assets" of such Borrower
and its Subsidiaries, taken as a whole.

"MATERIAL SUBSIDIARY": a Subsidiary, including its subsidiaries,
which meets any of the following conditions:

(i) the Borrower's and its Subsidiaries' advances to and
other investments in the Subsidiary exceed 10 percent of the total
assets of the Borrower and its Subsidiaries consolidated as of the
end of the most recently completed fiscal year; or

(ii) the Borrower's and its other Subsidiaries'
proportionate share of the total assets (after intercompany
eliminations) of the Subsidiary exceeds 10 percent of the total
assets of the Borrower and its Subsidiaries consolidated as of the
end of the most recently completed fiscal year; or

(iii) the EBITDA of the Subsidiary exceeds 10 percent of the
EBITDA of the Borrower and its Subsidiaries consolidated for the
most recently completed fiscal year.

"MINIMUM BORROWING AMOUNT" means, with respect to Base Rate Loans,
$5,000,000, and with respect to Eurodollar Loans, $5,000,000, and with
respect to Swing Line Loans, $1,000,000.

"MODIFICATION": as defined in SECTION 11.1.

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

"MOST RECENT RATIO OF CONSOLIDATED DEBT TO CONSOLIDATED EBITDA": at
any date, the ratio of Consolidated Debt as of the end of the most recently
ended fiscal quarter of

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Borrower for which financial statements have been delivered pursuant to
SECTION 7.1 (after giving effect to all payments made on or before such
date) to Consolidated EBITDA for the period of four consecutive fiscal
quarters ending on the last day of the most recently ended fiscal quarter
of Borrower for which financial statements have been delivered pursuant to
SECTION 7.1; PROVIDED, HOWEVER, that on the date of any Acquisition, the
"Most Recent Ratio of Consolidated Debt to Consolidated EBITDA" shall be
recalculated effective until the date of delivery of the next quarterly
financial statements as the ratio of Consolidated Debt as of the date of
any such Acquisition (and after giving effect to any Indebtedness incurred
or assumed in connection therewith) to Consolidated EBITDA for the four
fiscal quarter period ending as of the most recently ended fiscal quarter
for which financial statements have been delivered pursuant to SECTION 7.1
(calculated on a PRO FORMA basis as set forth in the definition of
Consolidated EBITDA after giving effect to the Acquisition); PROVIDED,
FURTHER, that the Most Recent Ratio of Consolidated Debt to Consolidated
EBITDA from the Closing Date until the date which Borrower first delivers
quarterly financial statements pursuant to SECTION 7.1 shall be deemed to
be 3.00 to 1.0; PROVIDED, FURTHER, HOWEVER, that if Borrower fails to
deliver such financial statements as required by Article VII and further
fails to remedy such default within five days of notice thereof from Agent,
then, without prejudice to any other rights of any Lender hereunder, the
Most Recent Ratio of Consolidated Debt to Consolidated EBITDA" shall be
deemed to be greater than 3.25 to 1.0 as of the date such financial
statements were required to be delivered under SECTION 7.1.

"MULTIEMPLOYER PLAN": any plan described in Section 4001(a)(3) of
ERISA to which contributions are or, within the immediately preceding six
years, have been made or required by Borrower or any of its Subsidiaries or
ERISA Affiliates.

"NET OFFERING PROCEEDS" means the proceeds received from (a) the
issuance of any Capital Stock or (b) the incurrence of any Indebtedness net
of the actual liabilities for reasonably anticipated cash taxes in
connection with such issuance or incurrence, if any, any underwriting,
brokerage and other customary selling commissions incurred in connection
with such issuance or incurrence, and reasonable legal, advisory and other
fees and expenses, including title and recording tax expenses, if any,
incurred in connection with such issuance or incurrence.

"NET SALE PROCEEDS": means the aggregate cash proceeds received
from any Asset Disposition (including, without limitation, cash received by
way of deferred payment pursuant to a note receivable, conversion of
non-cash consideration, cash payments in respect of purchase price
adjustments or otherwise, but only as and when such cash is received) by
Borrower or any Subsidiary minus the reasonable costs and expenses incurred
in connection therewith and any provision for taxes in respect thereof made
in accordance with GAAP.

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<PAGE>

"NON-CONVERTIBLE CAPITAL STOCK": with respect to any corporation,
any non-convertible Capital Stock of such corporation and any Capital Stock
of such corporation convertible solely into non-convertible common stock of
such corporation; PROVIDED, HOWEVER, that Non-Convertible Capital Stock
shall not include any Redeemable Stock or Exchangeable Stock.

"NON-DEFAULTING LENDER" shall mean each Lender which is not a
Defaulting Lender.

"NOTES": means, respectively (i) individually, each Revolving Note
or Swing Line Note and (ii) collectively, all Revolving Notes and all Swing
Line Notes.

"NOTICE OF BORROWING" has the meaning assigned to that term in
SECTION 2.5.

"NOTICE OF CONVERSION OR CONTINUATION" has the meaning assigned to
that term in SECTION 2.6.

"OBLIGATIONS": all Loans and other Indebtedness, advances, debts,
liabilities, obligations, covenants and duties owing by any Loan Party to
any Lender, any Agent or any other Person required to be indemnified under
any Loan Document, of any kind or nature, present or future, whether or not
evidenced by any note, guaranty or other instrument, arising under this
Agreement or under any other Loan Document, whether or not for the payment
of money, whether arising by reason of an extension of credit, loan,
guaranty, indemnification or in any other manner, whether direct or
indirect (including those acquired by assignment), absolute or contingent,
due or to become due, now existing or hereafter arising and however
acquired.

"OECD": the Organization for Economic Cooperation and Development.

"PAYMENT OFFICE": the address for such payments for such Loans set
forth on SCHEDULE 11.3 hereto in relation to Agent, or such other address
as Agent may from time to time specify in accordance with SECTION 11.3.

"PBGC": the Pension Benefit Guaranty Corporation created by Section
4002(a) of ERISA or any successor thereto.

"PERMITTED ACQUISITION" means any Acquisition where the Person
acquired is a Wholly-Owned Subsidiary or the assets acquired are owned by
Borrower or a Wholly-Owned Subsidiary or where (i) the Person acquired
becomes a Loan Party or the assets acquired are owned by a Loan Party and
(a) Aggregate Consideration paid by Borrower and its Subsidiaries is less
than $25,000,000; or (b) Aggregate Consideration paid by Borrower and its
Subsidiaries is less than $75,000,000 and (1) the Person or assets to be
acquired are in a business which is reasonably related to the business the
Borrower or any Subsidiary of the Borrower is engaged in on the date
hereof; (2) after giving effect thereto

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<PAGE>

on a PRO FORMA basis for the period (the "Pro Forma Period") of four fiscal
quarters ending with the fiscal quarter for which financial statements have
most recently been delivered (or were required to be delivered) under
SECTION 7.1 (on the basis that (A) Indebtedness incurred or assumed in
connection with such Acquisition was incurred or assumed at the beginning
of the Pro Forma Period, (B) if such Indebtedness bears interest at a
floating rate, interest expense for the Pro Forma Period shall be
calculated at the rate in effect on the date of such Acquisition, and (C)
all income and expenses associated with the assets or entity acquired in
connection with such Acquisition for the most recently ended four fiscal
quarter period for which such income and expense amounts are available
(with good faith estimates thereof being permitted if financial statements
indicating such amounts are not available) shall be treated as being earned
or incurred by Borrower over the Pro Forma Period on a PRO FORMA basis), no
Event of Default or Unmatured Event of Default would exist hereunder; (3)
the ratio of Consolidated Debt to Consolidated EBITDA of Borrower on the
PRO FORMA basis described above would be less than 3.00 to 1.0 for an
Acquisition occurring prior to May 15, 2000 or 2.75 to 1.0 for an
Acquisition occurring on or after May 15, 2000, as applicable; and (4)
after giving effect thereto the Borrower's Liquidity shall not be less than
$35,000,000; and (ii) Borrower and its Subsidiaries have complied with the
requirement of Section 7.10 hereof with respect to any required execution
of the Subsidiary Guarantee Agreement; and (iii) such Acquisition has been
approved by the board of directors of the Person to be acquired.

"PERMITTED IDB/COMMUNITY DEVELOPMENT INDEBTEDNESS" means (a)
Indebtedness related to municipal bonds or similar obligations of a state
or political subdivision thereof, issued in connection with an industrial
development or related facilities, and (b) Indebtedness owed to or for the
benefit of any community development agency, state or local economic
development authority or similar entity providing loans, grants or other
economic assistance to encourage employment, construction, local investment
or other activity deemed beneficial for the community (including without
limitation such indebtedness having terms calling for reduced interest
rates, debt forgiveness and similar benefits) not exceeding in the
aggregate $10,000,000 outstanding at any time.

"PERMITTED INVESTMENTS":

(i) any demand deposits with any bank or trust company
maintained in the ordinary course of business or shares of any money
market mutual fund rated at least AAA or the equivalent thereof by
S&P or at least Aaa or the equivalent thereof by Moody's, including,
without limitation, any such mutual fund managed or advised by any
Lender or Agent;

(ii) any evidence of Indebtedness, maturing not more than
two (2) years after the date of acquisition thereof, issued by the
U.S., or an instrumentality or agency thereof and guaranteed fully
as to principal, interest and premium, if any, by the U.S.;

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<PAGE>

(iii) any certificate of deposit that is denominated in
Dollars, maturing not more than six (6) months after the date of
purchase, issued by a Lender or a commercial banking institution
which is a member of the Federal Reserve System and which has a
combined capital and surplus and undivided profits of not less than
$200,000,000;

(iv) commercial paper, maturing not more than ninety (90)
days after the date of acquisition, issued by a corporation
organized and existing under the laws of any State of the U.S. or
the District of Columbia or Canada, which is denominated in Dollars,
with a rating, at any date of determination, of "Prime-2" (or
better) according to Moody's, or "A-2" (or better) according to
S & P;

(v) any Investments in any Loan Party (other than an
Investment in connection with an Acquisition which shall be governed
by clause (vii));

(vi) any Investments made after the Closing Date by
Borrower or any Loan Party in any Subsidiary which is not a Loan
Party or any Permitted Unconsolidated Venture in an aggregate amount
outstanding at any time not in excess of $20,000,000 or, in the case
of any Subsidiary which is not a Loan Party, any Investment in any
Subsidiary which is not a Loan Party;

(vii) Investments made solely as a result of mergers,
acquisitions or consolidations permitted under SECTION 8.4;

(viii) loans or advances to employees made in the ordinary
course of business;

(ix) Investments in overnight Nassau time deposits and
Eurodollar deposits in branches or offices of banking institutions
described in clause (ii) of this definition of the term "Permitted
Investments";

(x) Investments outstanding as of the Closing Date in
Subsidiaries (as such Investments may be adjusted due to
appreciation, repayment of principal, payment of interest, return of
capital and similar circumstances);

(xi) Investments not otherwise permitted hereunder not to
exceed $5,000,000 in the aggregate outstanding at any time;

provided that if a Permitted Unconsolidated Venture or a Subsidiary which
is not a Loan Party shall thereafter become a Loan Party, the foregoing
limitations shall thereafter be determined as though any Investment made in
such Permitted Unconsolidated Venture or Subsidiary was originally made as
an Investment in a Loan Party permitted under clause (v) above.

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"PERMITTED LIENS": The following Liens:

(i) Liens for property taxes and assessments or
governmental charges or levies and Liens securing claims or demands
of mechanics and materialmen; PROVIDED, HOWEVER, payment thereof is
not later than the time required by SECTION 7.5;

(ii) Liens in an aggregate amount not to exceed $10,000,000
at any time of or resulting from any judgment or award, the time for
the appeal or petition for rehearing of which shall not have
expired, or in respect of which Borrower or a Subsidiary of Borrower
shall at any time in good faith be prosecuting an appeal or
proceeding for a review and in respect of which a stay of execution
pending such appeal or proceeding for review shall have been
secured;

(iii) Liens incidental to the conduct of business or the
ownership of properties and assets (including Liens in connection
with worker's compensation, unemployment insurance and other like
laws, warehousemen's and attorneys' liens and statutory landlords'
liens) and Liens to secure the performance of bids, tenders or trade
contracts, or to secure statutory obligations, surety or appeal
bonds or other Liens of like general nature incurred in the ordinary
course of business and not in connection with the borrowing of
money; PROVIDED, HOWEVER, in each case, the obligation secured is
not overdue or, if overdue, is being contested in good faith by
appropriate actions or proceedings;

(iv) minor survey exceptions or minor encumbrances,
easements or reservations, or rights of others for rights-of-way,
utilities and other similar purposes, or zoning or other
restrictions as to the use of real properties, which customarily
exist on properties of corporations engaged in similar activities
and similarly situated and which do not in any event materially
impair their use in the operation of the business of Borrower and
its Subsidiaries;

(v) Liens securing Indebtedness of a Subsidiary of
Borrower to Borrower;

(vi) Liens existing as of the Closing Date and reflected on
SCHEDULE 8.3 hereto and Liens incurred in connection with the
refinancing of Indebtedness secured thereby so long as no such Lien
extends to any property not subject thereto as of the Closing Date
(other than improvements thereto or, if required by the terms of the
document or instrument creating or governing such Lien as in effect
on the Closing Date, additions thereto and replacements and
substitutions therefor);

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<PAGE>

(vii) customary rights of setoff, revocation, refund or
chargeback under deposit agreements or under the UCC of banks or
other financial institutions where Borrower or its Subsidiaries
maintain deposits in the ordinary course of business;

(viii) Liens securing Permitted IDB/Community Development
Indebtedness; and

(ix) additional Liens incurred by Borrower and its
Subsidiaries so long as the aggregate amount of the obligations
secured by such Liens does not exceed $7,500,000 less the amount of
Liens securing Permitted IDB/Community Development Indebtedness
permitted by clauses (viii) above..

"PERMITTED SUBORDINATED INDEBTEDNESS" means up to $100,000,000 in
aggregate initial principal amount of indebtedness of the Borrower which
(i) by its terms is expressly subordinated to this Agreement, as from time
to time amended, restated, supplemented, modified, refinanced, refunded or
replaced, (ii) has a maturity date not less than one year after the
Termination Date, (iii) is in all respects in form and substance
satisfactory to Agent and (iv) is rated no lower than BB by S&P and no
lower than Ba2 by Moody's.

"PERMITTED UNCONSOLIDATED VENTURE": means an Investment in a Person
not constituting a Subsidiary of Borrower which Person is engaged in the
same or related business as Borrower or any of its Subsidiaries is engaged
on the Closing Date.

"PERSON": an individual or a corporation, limited liability
company, partnership, trust, incorporated or unincorporated association,
joint venture, joint stock company, government (or an agency or political
subdivision thereof) or other entity of any kind provided; however, that
references to Persons include their respective permitted successors and
assigns or, in the case of governmental Persons, Persons succeeding to the
relevant functions of such persons; and all references to statutes and
related regulations shall include any amendments of same and any successor
statutes and regulations.

"PLAN": any plan described in Section 4021(a) of ERISA and not
excluded pursuant to Section 4021(b) thereof, which may hereafter be or has
been established or maintained, within the immediately preceding six years,
or to which contributions are or, within the immediately preceding six
years, have been made, by Borrower or any of its Subsidiaries or ERISA
Affiliates, but not including any Multiemployer Plan.

"PLAN ADMINISTRATOR": has the meaning assigned to the term
"administrator" in Section 3(16)(A) of ERISA.

"PLAN SPONSOR": has the meaning assigned to the term "plan sponsor"
in Section 3(16)(B) of ERISA.

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"PRIME LENDING RATE": the rate which BT announces from time to time
as its prime lending rate, base rate or equivalent, as in effect from time
to time. The Prime Lending Rate is a reference rate and does not
necessarily represent the lowest or best rate actually charged to any
customer. Any Lender may make commercial loans or other loans at rates of
interest at, above or below the Prime Lending Rate. The Prime Lending Rate
shall change automatically and without notice from time to time as and when
BT changes its prime lending rates, base rates or equivalent.

"QUARTERLY PAYMENT DATE" means the last Business Day of each March,
June, September and December of each year.

"REDEEMABLE STOCK": any Capital Stock that by its terms or
otherwise is required to be redeemed on or prior to the first anniversary
of the Termination Date (as the same may be extended pursuant to the terms
hereof) or is redeemable at the option of the holder thereof at any time on
or prior to the first anniversary of such Termination Date.

"REFUNDED SWING LINE LOANS": as defined in SECTION 2.2(d).

"REGISTER": as defined in SECTION 11.9(c).

"REGULATION D", "REGULATION T", "REGULATION U" and "REGULATION X":
respectively, Regulation D, T, U and X of the Board as from time to time in
effect and any successor to all or a portion of any thereof.

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

"REMEDIAL ACTION": actions required to (i) clean up, remove, treat
or in any other way address Contaminants in the indoor or outdoor
environment, (ii) prevent or minimize the Release or threat of Release of
Contaminants so they do not migrate or endanger or threaten to endanger
public health or welfare or the indoor or outdoor environment; or (iii)
perform pre-remedial or post-remedial studies and investigations and
post-remedial monitoring and care or any other studies, reports or
investigations relating to Contaminants.

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"REPORTABLE EVENT": a "reportable event" described in Section
4043(c) of ERISA or in the regulations thereunder or receipt of a notice of
withdrawal liability with respect to a Multiemployer Plan pursuant to
Section 4202 of ERISA.

"REQUIREMENT OF LAW": as to any Person, any law (including common
law), treaty, rule or regulation or determination of an arbitrator or a
court or other Governmental Authority, including without limitation, any
Environmental Law, 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": means any of the President, any Executive
Vice President, the Chief Financial Officer, Controller or the Treasurer of
Borrower.

"REVOLVING COMMITMENT": as to any Lender, the obligation of such
Lender to (a) make Revolving Loans to Borrower, (b) participate in Swing
Line Loans made to Borrower and (c) to participate in Letters of Credit, in
an aggregate principal and/or Stated Amount at any one time outstanding not
to exceed the amount set forth opposite such Lender's name on SCHEDULE 1.1
under the heading "Revolving Commitment", as such amount may be reduced
from time to time in accordance with the terms hereof; collectively, as to
all Lenders, the "REVOLVING COMMITMENTS".

"REVOLVING LOANS": as defined in SECTION 2.1(a).

"REVOLVING NOTE": as defined in SECTION 2.1(b).

"SALE AND LEASEBACK TRANSACTION": any arrangement, directly or
indirectly, with any Person whereby a seller or transferor shall sell or
otherwise transfer any real or personal property and then or thereafter
lease, or repurchase under an extended purchase contract, conditional sales
or other title retention agreement, the same or similar property.

"S&P": Standard & Poor's Ratings Services, a division of the McGraw
Hill Companies, Inc. or any successor to the rating agency business
thereof.

"STANDBY LETTER OF CREDIT" shall have the meaning set forth in
SECTION 2.9(a).

"STATED AMOUNT" or "STATED AMOUNTS" means with respect to any
Letter of Credit issued in Dollars, the stated or face amount of such
Letter of Credit to the extent available at the time for drawing (subject
to presentment of all requisite documents), as the same may be increased
or decreased from time to time in accordance with the terms of such Letter
of Credit. For purposes of calculating the Stated Amount of any Letter of
Credit at any time:

(i) any increase in the Stated Amount of any Letter
of Credit by reason of any amendment to any Letter of Credit shall
be deemed effective under this

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Agreement as of the date Facing Agent actually issues an amendment
purporting to increase the Stated Amount of such Letter of Credit,
whether or not Facing Agent receives the consent of the Letter of
Credit beneficiary or beneficiaries to the amendment, except that
if Borrower has required that the increase in Stated Amount be
given effect as of an earlier date and Facing Agent issues an
amendment to that effect, then such increase in Stated Amount shall
be deemed effective under this Agreement as of such earlier date
requested by Borrower; and

(ii) any reduction in the Stated Amount of any Letter
of Credit by reason of any amendment to any Letter of Credit
shall be deemed effective under this Agreement as of the later of
(x) the date Facing Agent actually issues an amendment purporting
to reduce the Stated Amount of such Letter of Credit, whether or
not the amendment provides that the reduction be given effect as of
an earlier date, or (y) the date Facing Agent receives the written
consent (including by telex or facsimile transmission) of the
Letter of Credit beneficiary or beneficiaries to such reduction,
whether written consent must be dated on or after the date of the
amendment issued by Facing Agent purporting to effect such
reduction.

"SUBSIDIARY": as to any Person, any corporation of which at least a
majority of the outstanding stock having by the terms thereof ordinary
voting power to elect a majority of the board of directors of such
corporation (irrespective of whether or not at the time stock of any other
class or classes of such corporation shall have or might have voting power
by reason of the happening of any contingency) is at the time owned by such
Person, or by one or more Subsidiaries, or by such Person and one or more
Subsidiaries. Unless otherwise qualified, all references to a "Subsidiary"
or to "Subsidiaries" in this Agreement shall refer to a Subsidiary or
Subsidiaries of Borrower.

"SUBSIDIARY GUARANTEE AGREEMENT": the Subsidiary Guarantee
Agreement in substantially the form of EXHIBIT 1.1 hereto, as the same may
be amended, supplemented or otherwise modified from time to time in
accordance with its terms and the terms hereof.

"SUBSIDIARY GUARANTOR": such Subsidiaries which are parties to the
Subsidiary Guarantee Agreement or which pursuant to SECTION 7.10 from time
to time become a party to the Subsidiary Guarantee Agreement and
collectively, all of such Subsidiaries.

"SWING LINE COMMITMENT": of the Swing Line Lender at any date, the
obligation of the Swing Line Lender to make Swing Line Loans pursuant to
SECTION 2.2 in the amount referred to therein.

"SWING LINE LENDER": BT.

"SWING LINE LOANS": as defined in SECTION 2.2(a).

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"SWING LINE LOAN PARTICIPATION CERTIFICATE": a certificate,
substantially in the form of EXHIBIT 2.2(e).

"SWING LINE NOTE": as defined in SECTION 2.2(b).

"SYNDICATION DATE" shall mean that date upon which the Agent
determines in its sole discretion (and notifies Borrower) that the primary
syndication (and resultant additions of institutions as Lenders pursuant to
SECTION 11.9(c)) has been completed.

"TAXES": any present or future taxes, levies, imposts, duties or
other charges of whatever nature imposed by any government or any political
subdivision or taxing authority thereof, other than any tax on, or measured
by, the net income of any applicable Lender.

"TERMINATION DATE": the earlier to occur of

(a) May 15, 2003; and

(b) the date on which the Revolving Commitments shall
otherwise terminate in accordance with the provisions of this
Agreement.

"TERMINATION EVENT" means (i) a Reportable Event (other than a
Reportable Event not subject to the provisions for 30-day notice to the
PBGC), or (ii) the withdrawal of Borrower or any of its ERISA Affiliates
from a Plan during a plan year in which it was a "substantial employer" as
defined in Section 4001(a)(2) of ERISA, or (iii) the filing of a notice of
intent to terminate a Plan in a distress termination under Section 4041 of
ERISA, or (iv) the institution of proceedings to terminate a Plan by the
PBGC, or (v) any other event or condition which could reasonably be
expected to constitute grounds under Section 4042 of ERISA for the
involuntary termination of, or the appointment of a trustee to administer,
any Plan, or (vi) the imposition of liability of Borrower or any of its
ERISA Affiliates pursuant to Sections 4064 or 4069 of ERISA, which, in the
case of any event described in clauses (i) through (vi) above, would cause
the sum of Borrower's and its ERISA Affiliates' liabilities (after giving
effect to the tax consequences thereof) resulting from or otherwise
associated with such event to exceed $10,000,000.

"TOTAL AVAILABLE REVOLVING COMMITMENT" means, at the time any
determination thereof is made, the sum of the respective Available
Revolving Commitments of the Lenders at such time.

"TOTAL REVOLVING LOAN COMMITMENT" means, at any time any
determination is to be made, the sum of the respective Revolving Loan
Commitments of the Lenders at such time.

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"TRANSACTION" shall mean and include (i) each of the Credit Events
occurring on the Initial Borrowing Date, (ii) the Asset Acquisition, (iii)
such other transactions as are contemplated by the Documents, and (iv) the
payment of fees and expenses in connection with the foregoing.

"TRANSACTION DOCUMENTS" means, collectively, the Asset Acquisition
Documents and Existing Credit Agreement Termination Documents, and
including any agreement, document, instrument and certificate executed
and/or delivered after the date hereof pursuant to the terms of, or in
connection with, any of the foregoing.

"TYPE": as to any Loan, its nature as a Base Rate Loan or a
Eurodollar Loan.

"UNMATURED EVENT OF DEFAULT": an event, act, condition or
occurrence which with the giving of notice or the lapse of time (or both)
would become an Event of Default.

"UNPAID DRAWING" shall have the meaning set forth in SECTION 2.9(d).

"U.S.": the United States of America, its territories, its
possessions and all other areas subject to its jurisdiction.

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

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

"WITHDRAWAL LIABILITY": liability to a Multiemployer Plan as a
result of a complete or partial withdrawal of Borrower or any of its
Subsidiaries from such Multiemployer Plan, as such terms are defined in
Part I of Subtitle E of Title IV of ERISA.

"WRITTEN" or "IN WRITING": any form of written communication or a
communication by means of a telecopier device or authenticated telex,
telegraph or cable.

"Y2K PROBLEM": means any significant risk that computer hardware,
software or equipment containing embedded microchips essential to the
business or operations of Borrower or any of its Subsidiaries will not, in
the case of dates or time periods occurring after December 31, 1999,
function at least as efficiently and reliably as in the case of times

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or time periods occurring before January 1, 2000, including the making of
accurate leap year calculations.

1.2 ACCOUNTING TERMS, FINANCIAL STATEMENTS. All accounting terms
used herein shall have the respective meanings given to them in accordance with
GAAP, unless otherwise provided herein. All computations and determinations for
purposes of determining compliance with the financial requirements of this
Agreement shall be made in accordance with GAAP, unless otherwise provided
herein.

1.3 OTHER DEFINITIONAL TERMS. 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 Article, Section, Recital, Schedule, Exhibit and like references
are to this Agreement unless otherwise specified.

ARTICLE II
AMOUNT AND TERMS OF CREDIT

2.1 THE COMMITMENTS.

(a) REVOLVING LOANS.

(i) REVOLVING LOAN COMMITMENT. Each Lender severally and for itself
alone, hereby agrees, on the terms and subject to the conditions hereinafter set
forth and in reliance upon the representations and warranties set forth herein
and in the other Loan Documents, to make loans to Borrower on a revolving basis
from time to time during the Commitment Period, in an amount not to exceed its
Commitment Percentage of the Total Available Revolving Commitment (each such
loan by any Lender, a "REVOLVING LOAN" and collectively, the "REVOLVING LOANS").
All Revolving Loans comprising the same Borrowing hereunder shall be made by the
Revolving Lenders simultaneously and in proportion to their respective Revolving
Commitments. Prior to the Termination Date, Revolving Loans may be repaid and
reborrowed by Borrower in accordance with the provisions hereof and, except as
otherwise specifically provided in SECTION 3.6, all Revolving Loans comprising
the same Borrowing shall at all times be of the same Type and no Revolving Loans
maintained as Eurodollar Loans may be incurred prior to the earlier of (1) the
30th day after the Initial Borrowing Date and (2) the Syndication Date.

(ii) OPTIONAL COMMITMENT INCREASE. So long as no Event of Default
or Unmatured Event of Default exists, the Borrower may make one request at any
time after the 90th day after the Closing Date and prior to May 15, 2002, by
written notice to the Agent in the form of Exhibit 2.1(a)(ii) hereto, that the
Total Revolving Loan Commitment be increased by $50,000,000 (the "INCREASE
AMOUNT"). Such request shall be irrevocable and binding on the Borrower. The
Agent shall promptly notify the Documentation Agent and each Lender of such
request and of such Lender's Commitment Percentage of the Increase Amount. If a
Lender agrees, in its individual

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and sole discretion, to increase its Revolving Loan Commitment (an "ACCEPTING
LENDER"), it shall deliver to the Agent a written notice of its agreement to so
increase its Revolving Loan Commitment in an amount up to its Commitment
Percentage of the Increase Amount no later than 14 days from the date on which
the Agent notified the Lenders of such request. To the extent that any Lender
fails to accept or respond to the Borrower's request for an increase in its
Revolving Loan Commitment (a "DECLINING LENDER"), such Declining Lender's
Revolving Loan Commitment shall not be so increased and the declined amount may
be allocated by the Agent to one or more Accepting Lenders which, in such
Lender's sole and absolute discretion, accepts any such allocation by the Agent
in writing. To the extent of any shortfall in the Increase Amount (the
"SHORTFALL AMOUNT"), the Borrower may designate one or more Eligible Assignees
other than a Lender (which Eligible Assignee shall be acceptable to the Agent)
to become a Lender (a "NEW LENDER"), with the aggregate initial Commitments for
all such New Lenders in an amount not to exceed the Shortfall Amount. To the
extent that there are outstanding Revolving Loans on the date of any increase, a
Declining Lender shall assign to any Accepting Lender which increases its
Commitment Percentage or any New Lender as the Agent may designate, the amount
of such Declining Lender's Revolving Loans such that the aggregate amount of its
Revolving Loans equals its revised Commitment Percentage of the aggregate of all
Revolving Loans of all Lenders. Notwithstanding anything to the contrary
herein, the sum of the increase in the Commitments of all Accepting Lenders and
the Commitments of all New Lenders shall not exceed the Increase Amount. The
increase in the Commitments of Accepting Lenders and the assignment to any New
Lenders shall occur on such date as determined by the Agent, with prior notice
thereof to the Borrower, the Documentation Agent, the Lenders and the New
Lenders. Prior to such increase, the Borrower agrees to execute new Notes
reflecting the increased Commitments of all Lenders and New Lenders and deliver
same to the Agent, which shall deliver each Lender's new Note upon surrender of
its old Note. Borrower agrees that it shall compensate each Lender that has had
its Commitment Percentage reduced pursuant to this SECTION 2.1(a)(ii) as
required by SECTION 3.6 as if Borrower had prepaid outstanding Eurodollar Loans
by the amount of such Eurodollar Loans which were assigned from such Lender to
an Accepting Lender or a New Lender pursuant to this SECTION 2.1(a)(ii).

(b) SWING LINE LOANS.

(i) SWING LINE COMMITMENT. Subject to the terms and
conditions hereof, the Swing Line Lender in its individual capacity agrees to
make swing line loans in Dollars ("SWING LINE LOANS") to Borrower on any
Business Day from time to time during the Commitment Period in an aggregate
principal amount at any one time outstanding not to exceed $10,000,000;
PROVIDED, HOWEVER, that in no event may the amount of any Borrowing of Swing
Line Loans (A) exceed the Total Available Revolving Commitment immediately prior
to such Borrowing (after giving effect to the use of proceeds thereof) or (B)
cause the outstanding Revolving Loans of any Lender, when added to such Lender's
Commitment Percentage of the then outstanding Swing Line Loans and Commitment
Percentage of the aggregate LC Obligations (exclusive of Unpaid Drawings
relating to LC Obligations which are repaid with the proceeds of, and
simultaneously with the incurrence of, Revolving Loans or Swing Line Loans) to
exceed such Lender's Revolving Commitment. Amounts

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borrowed by Borrower under this SECTION 2.1(b)(i) may be repaid and, at any time
prior to the Termination Date, reborrowed. The Swing Line Loans shall be made
in Dollars and maintained as Base Rate Loans and, notwithstanding SECTION 2.6,
shall not be converted into any other Type of Loan.

(ii) REFUNDING OF SWING LINE LOANS. The Swing Line Lender,
at any time in its sole and absolute discretion, may on behalf of Borrower
(which hereby irrevocably directs the Swing Line Lender to so act on its behalf)
notify each Lender (including the Swing Line Lender) to make a Revolving Loan in
an amount equal to such Lender's Commitment Percentage of the principal amount
of the Swing Line Loans (the "REFUNDED SWING LINE LOANS") outstanding on the
date such notice is given, PROVIDED, HOWEVER, that such notice shall be deemed
to have automatically been given upon the occurrence of an Event of Default
under SECTIONS 9.1(g) or 9.1(h) or upon the occurrence of a Change of Control.
Unless any of the events described in SECTIONS 9.1(g) or 9.1(h) shall have
occurred (in which event the procedures of SECTION 2.1(b)(iii) shall apply) and
regardless of whether the conditions precedent set forth in this Agreement to
the making of a Revolving Loan are then satisfied, each Lender shall make the
proceeds of its Revolving Loan available to the Swing Line Lender at the Payment
Office prior to 11:00 A.M., New York City time, in funds immediately available
on the Business Day next succeeding the date such notice is given. The proceeds
of such Revolving Loans shall be immediately applied to repay the Refunded Swing
Line Loans.

(iii) PARTICIPATION IN SWING LINE LOANS. If, prior to
refunding a Swing Line Loan with a Revolving Loan pursuant to SECTION
2.1(b)(ii), one of the events described in SECTIONS 9.1(g) or 9.1(h) shall have
occurred, or if for any other reason a Revolving Loan cannot be made pursuant to
SECTION 2.1(b)(ii), then, subject to the provisions of SECTION 2.1(c)(iv) below,
each Lender will, on the date such Revolving Loan was to have been made,
purchase (without recourse or warranty) from the Swing Line Lender an undivided
participation interest in the Swing Line Loans in an amount equal to its
Commitment Percentage of such Swing Line Loans. Upon request, each Lender will
immediately transfer to the Swing Line Lender, in immediately available funds,
the amount of its participation and upon receipt thereof the Swing Line Lender
will deliver to such Lender a Swing Line Loan Participation Certificate dated
the date of receipt of such funds and in such amount.

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If any Lender does not make available to the Swing Line Lender the amount
required pursuant to SECTION 2.1(b)(ii) or (iii) above, as the case may be, the
Swing Line Lender shall be entitled to recover such amount on demand from such
Lender, together with interest thereon for each day from the date of non-payment
until such amount is paid in full at the Federal Funds Rate for the first two
Business Days and at the Base Rate thereafter. Notwithstanding the foregoing
provisions of this SECTION 2.1(b)(iv), no Lender shall be required to make a
Revolving Loan to Borrower for the purpose of refunding a Swing Line Loan
pursuant to SECTION 2.1(b)(ii) above or to purchase a participating interest in
a Swing Line Loan pursuant to SECTION 2.1(b)(iii) if an Event of Default or
Unmatured Event of Default has occurred and is continuing and, prior to the
making by the Swing Line Lender of such Swing Line Loan, the Swing Line Lender
had received written notice from such Lender specifying that such Event of
Default or Unmatured Event of Default has occurred and is continuing, describing
the nature thereof and stating that, as a result thereof, such Lender shall
cease to make such Refunded Swing Line Loans and purchase such participating
interests, as the case may be; PROVIDED, HOWEVER, that the obligation of such
Lender to make such Refunded Swing Line Loans and to purchase such participating
interests shall be reinstated upon the earlier to occur of (y) the date upon
which such Lender notifies the Swing Line Lender that its prior notice has been
withdrawn and (z) the date upon which the Event of Default or Unmatured Event of
Default specified in such notice no longer is continuing.

2.2 NOTES.

(a) EVIDENCE OF INDEBTEDNESS. Borrower's obligation to pay the
principal of and interest on all the Loans made to it by each Lender shall be
evidenced, (y) if Revolving Loans, by a promissory note (each, a "REVOLVING
NOTE" and, collectively, the "REVOLVING NOTES") duly executed and delivered by
Borrower substantially in the form of EXHIBIT 2.2(a)-1 hereto, with blanks
appropriately completed in conformity herewith and (z) if Swing Line Loans, by a
promissory note (the "SWING LINE NOTE") duly executed and delivered by Borrower
substantially in the form of EXHIBIT 2.2(a)-2 hereto, with blanks appropriately
completed in conformity herewith.

(i) PROVISIONS OF THE REVOLVING NOTES. The Revolving Note
issued to each Lender shall (A) be executed by Borrower, (B) be payable to
the order of such Lender and be dated the Initial Borrowing Date, (C) be in
a stated principal amount equal to the Revolving Commitment of such
Revolving Lender and be payable in the aggregate principal amount of the
Revolving Loans evidenced thereby, (D) mature, with respect to each Loan
evidenced thereby, on the Termination Date, (E) be subject to mandatory
prepayment as provided in SECTION 4.3, (F) bear interest as provided in the
appropriate clause of SECTION 3.1 in respect of the Base Rate Loans or
Eurodollar Loans, as the case may be, evidenced thereby and (G) be entitled
to the benefits of this Agreement and the other applicable Loan Documents.

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in a stated principal amount equal to the Swing Line Commitment and be
payable in the aggregate principal amount of the Swing Line Loans evidenced
thereby, (D) mature, with respect to each Loan evidenced thereby, five (5)
Business Days prior to the Termination Date, (E) be subject to mandatory
prepayment as provided in SECTION 4.3, (F) bear interest as provided in
SECTION 3.1 in respect of the Base Rate Loans evidenced thereby and (G) be
entitled to the benefits of this Agreement and the other applicable Loan
Documents.

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

2.3 MINIMUM AMOUNT OF EACH BORROWING; MAXIMUM NUMBER OF BORROWINGS. The
aggregate principal amount of each Borrowing by Borrower hereunder shall be not
less than (i) in the case of a Base Rate Loan, $5,000,000 and, if greater, shall
be in integral multiples of $1,000,000 above such minimum (or, if less, the then
Total Available Revolving Commitment) and (ii) in the case of a Eurodollar Loan,
$5,000,000 and, if greater, shall be in integral multiples of $1,000,000 above
such minimum and (iii) in the case of a Swing Line Loan, $1,000,000 and, if
greater, shall be in integral multiples of $500,000 above such minimum. More
than one Borrowing may be incurred on any date; PROVIDED that at no time shall
there be outstanding more than five (5) Borrowings of Eurodollar Loans.

2.4 BORROWING OPTIONS. The Revolving Loans shall, at the option of
Borrower except as otherwise provided in this Agreement, be (i) Base Rate Loans,
(ii) Eurodollar Loans, or (iii) part Base Rate Loans and part Eurodollar Loans.
As to any Eurodollar Loan, any Lender may, if it so elects, fulfill its
commitment by causing a foreign branch or affiliate to make or continue such
Loan, provided that in such event that Lender's Commitment Percentage of the
Loan shall, for the purposes of this Agreement, be considered to have been made
by that Lender and the obligation of Borrower to repay that Lender's Commitment
Percentage of the Loan shall nevertheless be to that Lender and shall be deemed
held by that Lender, for the account of such branch or affiliate.

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(New York City time) on the date of Borrowing written notice (or telephonic
notice promptly confirmed in writing). Each such notice (each a "NOTICE OF
BORROWING"), which shall be in the form of EXHIBIT 2.5 hereto, shall be
irrevocable, shall be deemed a representation by Borrower that all conditions
precedent to such Borrowing have been satisfied and shall specify (i) the
aggregate principal amount of the Loans to be made pursuant to such Borrowing,
(ii) the date of Borrowing (which shall be a Business Day) and (iii) whether the
Loans being made pursuant to such Borrowing are to be Base Rate Loans or
Eurodollar Loans and, with respect to Eurodollar Loans, the Interest Period to
be applicable thereto. Agent shall as promptly as practicable give each Lender
written or telephonic notice (promptly confirmed in writing) of each proposed
Borrowing, of such Lender's Commitment Percentage thereof and of the other
matters covered by the Notice of Borrowing. Without in any way limiting
Borrower's obligation to confirm in writing any telephonic notice, Agent or the
Swing Line Lender (in the case of Swing Line Loans) may act without liability
upon the basis of telephonic notice reasonably believed by Agent in good faith
to be from a Responsible Officer of Borrower prior to receipt of written
confirmation. Agent's records shall, absent demonstrable error, be final,
conclusive and binding on Borrower with respect to evidence of the terms of such
telephonic Notice of Borrowing.

2.6 CONVERSION OR CONTINUATION. Borrower may elect (i) on any Business
Day occurring on or after the earlier of (i) the 30th day after the Initial
Borrowing Date and (ii) the Syndication Date to convert Base Rate Loans or any
portion thereof to Eurodollar Loans and (ii) at the end of any Interest Period
with respect thereto, to convert Eurodollar Loans or any portion thereof into
Base Rate Loans or to continue such Eurodollar Loans or any portion thereof for
an additional Interest Period; PROVIDED, HOWEVER, that the aggregate principal
amount of the Eurodollar Loans for each Interest Period therefor must be in an
aggregate principal amount of $5,000,000 or an integral multiple of $1,000,000
in excess thereof. Each conversion or continuation of Revolving Loans shall be
allocated among the Revolving Loans of the Lenders in accordance with their
respective Commitment Percentages. Each such election shall be in substantially
the form of EXHIBIT 2.6 hereto (a "NOTICE OF CONVERSION OR CONTINUATION") and
shall be made by giving Agent at least three Business Days' prior written notice
thereof to the Notice Address specifying (i) the amount and type of conversion
or continuation, (ii) in the case of a conversion to or a continuation of
Eurodollar Loans, the Interest Period therefor, and (iii) in the case of a
conversion, the date of conversion (which date shall be a Business Day and, if a
conversion from Eurodollar Loans, shall also be the last day of the Interest
Period therefor). Notwithstanding the foregoing, no conversion in whole or in
part of Base Rate Loans to Eurodollar Loans, and no continuation in whole or in
part of Eurodollar Loans upon the expiration of any Interest Period therefor,
shall be permitted at any time at which an Unmatured Event of Default or an
Event of Default shall have occurred and be continuing. If, within the time
period required under the terms of this SECTION 2.6, Agent does not receive a
Notice of Conversion or Continuation from Borrower containing a permitted
election to continue any Eurodollar Loans for an additional Interest Period or
to convert any such Loans, then, upon the expiration of the Interest Period
therefor, such Loans will be automatically converted to Base Rate Loans. Each
Notice of Conversion or Continuation shall be irrevocable.

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2.7 DISBURSEMENT OF FUNDS; FUNDING ASSUMPTIONS.

(a) No later than 12:00 P.M. (New York City time) on the date
specified in each Notice of Borrowing, each Lender will make available its
Commitment Percentage of Revolving Loans of the Borrowing requested to be made
on such date in Dollars and in immediately available funds, at the office (the
"PAYMENT OFFICE") of Agent located at One Bankers Trust Plaza, 130 Liberty
Street, New York, New York 10006 (for the account of such non-U.S. office of
Agent as Agent may direct in the case of Eurodollar Loans) and Agent will make
available to Borrower at its Payment Office the aggregate of the amounts so made
available by the Lenders.

(b) Unless Agent shall have been notified by any Lender at least
one Business Day prior to the date of Borrowing that such Lender does not intend
to make available to Agent such Lender's portion of the Borrowing to be made on
such date, Agent may assume that such Lender has made such amount available to
Agent on such date of Borrowing and Agent may, but shall not be required to, in
reliance upon such assumption, make available to Borrower a corresponding
amount. If such corresponding amount is not in fact made available to Agent by
such Lender on the date of Borrowing, Agent shall be entitled to recover such
corresponding amount on demand from such Lender. If such Lender does not pay
such corresponding amount forthwith upon Agent's demand therefor, Agent shall
promptly notify Borrower and, if so notified, Borrower shall immediately pay
such corresponding amount to Agent. Agent shall also be entitled to recover
from Borrower interest on such corresponding amount in respect of each day from
the date such corresponding amount was made available by Agent to Borrower to
the date such corresponding amount is recovered by Agent, at a rate per annum
equal to the rate for Base Rate Loans or Eurodollar Loans, as the case may be,
applicable during the period in question, PROVIDED, HOWEVER, that any interest
paid to Agent in respect of such corresponding amount shall be credited against
interest payable by Borrower to such lender under SECTION 3.1 in respect of such
corresponding amount. Any amount due hereunder to Agent from any Lender which
is not paid when due shall bear interest payable by such Lender, from the date
due until the date paid, at the Federal Funds Rate for the first three days
after the date such amount is due and thereafter at the Federal Funds Rate plus
1%, together with Agent's standard interbank processing fee. Further, such
Lender shall be deemed to have assigned any and all payments made of principal
and interest on its Loans, amounts due with respect to its Letters of Credit
(or its participations therein) and any other amounts due to it hereunder first
to Agent to fund any outstanding Loans made available on behalf of such Lender
by Agent pursuant to this SECTION 2.7 until such Loans have been funded (as a
result of such assignment or otherwise) and then to fund Loans of all Lenders
other than such Lender until each Lender has outstanding Loans equal to its
Commitment Percentage of all Revolving Loans (as a result of such assignment or
otherwise). Such Lender shall not have recourse against Borrower with respect
to any amounts paid to Agent or any Lender with respect to the preceding
sentence; provided, that such Lender shall have full recourse against Borrower
to the extent of the amount of such loans it has in fact made. Nothing herein
shall be deemed to relieve any Lender from its obligation to fulfill its
Revolving Commitment hereunder or to prejudice any rights which Borrower may
have against the Lender as a result of any default by such Lender hereunder.

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2.8 PRO RATA BORROWINGS. All Borrowings of Revolving Loans under this
Agreement shall be loaned by the Lenders pro rata on the basis of their
Revolving Commitments, as the case may be. No Lender shall be responsible for
any default by any other Lender in its obligation to make Loans hereunder and
each Lender shall be obligated to make the Loans provided to be made by it
hereunder, regardless of the failure of any other Lender to fulfill its
Revolving Commitment hereunder.

2.9 AMOUNT AND TERMS OF LETTER OF CREDIT.

(a) LETTER OF CREDIT COMMITMENTS, TERMS OF LETTERS OF CREDIT.

(i) Subject to and upon the terms and conditions herein
set forth and such other conditions as are applicable to its customers
generally, at any time and from time to time on or after the Initial
Borrowing Date and prior to the Business Day (or the 30th day in the case
of Commercial Letters of Credit) preceding the Termination Date, BT agrees
to issue, in its own name (in such capacity, "FACING AGENT"), but for the
ratable benefit of all Lenders (including Facing Agent) one or more Letters
of Credit, each having a Stated Amount in Dollars, for the account of
Borrower in an aggregate undrawn amount at any one time outstanding that
together with the aggregate Stated Amount of other Letters of Credit then
outstanding, does not exceed $15,000,000; PROVIDED, HOWEVER, that Facing
Agent shall not issue or extend the expiration of any Letter of Credit if,
immediately after giving effect to such issuance or extension, (A) the
aggregate LC Obligations at such time would exceed $15,000,000 or (B) the
Available Revolving Commitment of any Lender would be less than zero.
Each Lender severally, but not jointly, agrees to participate in each such
Letter of Credit issued by Facing Agent to the extent of its Commitment
Percentage and to make available to Facing Agent such Lender's Commitment
Percentage of any payment made to the beneficiary of such Letter of Credit
to the extent not reimbursed by Borrower; PROVIDED, HOWEVER, that no Lender
shall be required to participate in any Letter of Credit to the extent that
such participation therein would exceed such Lender's Available Revolving
Commitment then in effect. No Lender's obligation to participate in any
Letter of Credit or to make available to Facing Agent such Lender's
Commitment Percentage of any Letter of Credit Payment made by Facing Agent
shall be affected by any other Lender's failure to participate in the same
or any other Letter of Credit or by any other Lender's failure to make
available to Facing Agent such other Lender's Commitment Percentage of any
Letter of Credit Payment. Notwithstanding the foregoing, in the event a
Lender Default exists, Facing Agent shall not be required to issue any
Letter of Credit unless Facing Agent has entered into arrangements
satisfactory to it and Borrower to eliminate such Facing Agent's risk with
respect to the participation in Letters of Credit of the Defaulting Lender
or Lenders, including by cash collateralizing such Defaulting Lender's or
Lenders' Commitment Percentage of the LC Obligations.

(ii) Each Letter of Credit issued or to be issued hereunder
shall have an expiration date of one (1) year or less from the issuance
date thereof; PROVIDED, HOWEVER,

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that each Standby Letter of Credit may provide by its terms that it will be
automatically extended for additional successive one (1) year periods
unless Facing Agent shall have given notice to the applicable beneficiary
(with a copy to Borrower) of the election by Facing Agent (such election to
be in the sole and absolute discretion of Facing Agent) not to extend such
Letter of Credit; PROVIDED, FURTHER, that no Standby Letter of Credit or
extension thereof shall be stated to expire later than the Business Day
preceding the Termination Date and no Commercial Letter of Credit or
extension thereof shall be stated to expire later than the day thirty (30)
days prior to the Revolver Termination Date.

(b) PROCEDURE FOR ISSUANCE OF LETTERS OF CREDIT. Whenever
Borrower desires the issuance of a Letter of Credit hereunder, it shall give
Agent and Facing Agent at least three (3) Business Days' prior written notice
(or such shorter period as may be agreed to by Borrower, Agent and Facing Agent)
specifying the day of issuance thereof (which day shall be a Business Day), such
notice to be given prior to 11:00 A.M. (New York City time) on the date
specified for the giving of such notice. Each such notice (each, a "LETTER OF
CREDIT REQUEST") shall be in the form of EXHIBIT 2.9 hereto and shall specify
(A) the proposed issuance date and expiration date, (B) the name(s) of each
obligor with respect to such Letter of Credit, (C) Borrower as the account
party, (D) the name and address of the beneficiary (which Person shall be
reasonably acceptable to Facing Agent), (E) the Stated Amount of such proposed
Letter of Credit and (F) the purpose of such Letter of Credit and such other
information as Facing Agent may reasonably request. In addition, each Letter of
Credit Request shall contain a description of the terms and conditions to be
included in such proposed Letter of Credit. Promptly after issuance of any
Letter of Credit, Facing Agent shall notify the Lenders of such issuance and
such notice shall be accompanied by a copy of the issued Letter of Credit in the
case of a Standby Letter of Credit and in the case of a Commercial Letter of
Credit, a copy of the issued Letter of Credit shall be available upon request to
Facing Agent. Unless otherwise specified, all Letters of Credit will be
governed by the Uniform Customs and Practices for Documentary Credit Operations
as in effect on the date of issuance of such Letter of Credit. On the Business
Day specified by Borrower and upon fulfillment or waiver of the applicable
conditions set forth in ARTICLE VI, Facing Agent will issue the requested
Letter of Credit to the applicable beneficiary.

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amount equal to the amount of such drawing and (ii) subject to satisfaction or
waiver of the conditions specified in SECTION 6.2, each such Lender shall, on
the date of such drawing, make Revolving Loans which are Base Rate Loans in the
amount of its Commitment Percentage of such drawing, the proceeds of which shall
be applied directly by Agent to reimburse Facing Agent for the amount of such
drawing; PROVIDED, FURTHER, that, if for any reason, proceeds of Revolving Loans
are not received by Facing Agent on such date in an amount equal to the amount
of such drawing, Borrower shall reimburse Facing Agent, on the Business Day
immediately following the date of such drawing, in an amount in same day funds
equal to the excess of the amount of such drawing over the amount of such
Revolving Loans, if any, which are so received, plus accrued interest on such
amount at the rate set forth in SECTION 3.1(a).

(d) LENDERS' PARTICIPATION IN LETTERS OF CREDIT. In the event
that Borrower shall fail to reimburse Facing Agent as provided in SECTION 2.9(c)
in an amount equal to the amount of any drawing honored by Facing Agent under a
Letter of Credit issued by it in accordance with the terms hereof, Facing Agent
shall promptly notify Agent and Agent shall promptly notify each Lender of the
unreimbursed amount of such drawing and of such Lender's respective
participation therein. Each such Lender shall make available to Facing Agent an
amount equal to its Commitment Percentage of such drawing in same day funds, at
the office of Facing Agent specified in such notice, not later than 1:00 P.M.
(New York City time) on the Business Day after the date such Lender is notified
by Agent. In the event that any such Lender fails to make available to Facing
Agent the amount of such Lender's participation in such Letter of Credit as
provided in this SECTION 2.9(d), Facing Agent shall be entitled to recover such
amount on demand from such Lender together with interest at the Federal Funds
Effective Rate for two Business Days and thereafter at the Base Rate. Nothing
in this SECTION 2.9(d) shall be deemed to prejudice the right of any Lender to
recover from Facing Agent any amounts made available by such Lender to Facing
Agent pursuant to this SECTION 2.9(d) in the event that it is determined that
the payment with respect to a Letter of Credit by Facing Agent in respect of
which payment was made by such Lender constituted gross negligence or willful
misconduct as determined by a court of competent jurisdiction on the part of
Facing Agent. Facing Agent shall distribute to each other Lender which has paid
all amounts payable by it under this SECTION 2.9(d) with respect to any Letter
of Credit issued by Facing Agent such other Lender's Commitment Percentage of
all payments received by Facing Agent from Borrower in reimbursement of drawings
honored by Facing Agent under such Letter of Credit when such payments are
received. Upon any change in the Revolving Commitments of the Lenders pursuant
to SECTION 3.7 OR 12.8(c) or otherwise, it is hereby agreed that, with respect
to all LC Obligations, there shall be an automatic adjustment to the
participations pursuant to this SECTION 2.9(d) to reflect the new Commitment
Percentages of the assigning Lender and the Assignee.

(e) FEES FOR LETTERS OF CREDIT.

(i) FACING AGENT FEES. Borrower agrees to pay the
following amount to Facing Agent with respect to Letters of Credit issued
by it for the account of Borrower:

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(A) with respect to drawings made under any Letter
of Credit, interest, payable on demand, at a rate which is at all
times equal to 2% per annum in excess of the Base Rate on the amount
paid by Facing Agent in respect of each such drawing from the date
of the drawing to the date such amount is reimbursed by Borrower
(including any such reimbursement out of the proceeds of Revolving
Loans pursuant to SECTION 2.9(c));

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

(C) a facing fee as agreed to between Borrower and
the applicable Facing Bank for the applicable Letter of Credit and
unless otherwise agreed, shall be payable with respect to the
maximum Stated Amount under such outstanding Letters of Credit
payable in arrears on the last Business Day of each fiscal quarter,
on the Termination Date and thereafter, on demand together with
customary issuance and drawing charges payable pursuant to clause
(B) above; PROVIDED, HOWEVER, if calculation of the facing fee in
the manner set forth above would result in a facing fee of less than
$500 per year per Letter of Credit, Borrower shall be obligated to
pay such additional amount to the applicable Facing Bank so as to
provide for a minimum facing fee of $500 per year per Letter of
Credit.

(ii) PARTICIPATING LENDER FEES. Borrower agrees to pay to
Agent for distribution to each participating Lender in respect of all
Letters of Credit outstanding such Lender's Commitment Percentage of a
commission equal to the Applicable Eurodollar Rate Margin with respect to
the daily Stated Amount under such outstanding Letters of Credit (the "LC
COMMISSION"), payable in arrears on and to the last Business Day of each
fiscal quarter, on the Termination Date and thereafter, on demand. The LC
Commission shall be computed from the first day of issuance of each Letter
of Credit and on the basis of the actual number of days elapsed over a year
of 360 days.

Promptly upon receipt by Facing Agent or Agent of any amount
described in clause (i)(A) or (ii) of this SECTION 2.9(e), Facing Agent or Agent
shall distribute to each Lender that has reimbursed Facing Agent in accordance
with SECTION 2.9(d) its Commitment Percentage of such amount. Amounts payable
under clause (i)(B) and (C) of this SECTION 2.9(e) shall be paid directly to
Facing Agent.

(f) LC OBLIGATIONS UNCONDITIONAL. Subject to the last paragraph
of SECTION 2.9(g), the obligation of Borrower to reimburse Facing Agent for
drawings made under any Letter of Credit issued by it and the obligations of
each Lender under SECTION 2.9(d) with respect thereto shall be unconditional and
irrevocable and shall be paid strictly in accordance with the terms of

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this Agreement under all circumstances, including, without limitation, any of
the following circumstances:

(i) any lack of validity or enforceability of such Letter
of Credit;

(ii) the existence of any claim, setoff, defense or other
right which Borrower or any of its Affiliates may have at any time against
a beneficiary or any transferee of such Letter of Credit (or any persons or
entities for which any such beneficiary or transferee may be acting),
Facing Agent, any Lender or any other Person, whether in connection with
this Agreement, the transactions contemplated herein or any unrelated
transaction (including any underlying transaction between Borrower or one
of its Subsidiaries and the beneficiary of such Letter of Credit);

(iii) any draft, demand, certificate or any other document
presented under such Letter of Credit proving to be forged, fraudulent,
invalid or insufficient in any respect or any statement therein being
untrue or inaccurate in any respect, provided the same appears on its face
to comply with the draw requirements for the Letter of Credit;

(iv) payment by Facing Agent under such Letter of Credit
against presentation of a demand, draft or certificate or other document
which does not comply with the terms of such Letter of Credit, provided the
same appears on its face to comply with the draw requirements for the
Letter of Credit;

(v) the fact that an Event of Default or an Unmatured
Event of Default shall have occurred and be continuing.

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provided such document appears on its face to comply with the requirements
applicable to it; (ii) for the validity or sufficiency of any instrument
transferring or assigning or purporting to transfer or assign any such Letter of
Credit or the rights or benefits thereunder or proceeds thereof, in whole or in
part, which may prove to be invalid or ineffective for any reason; (iii) for
failure of the beneficiary of any such Letter of Credit to comply fully with
conditions required in order to draw upon such Letter of Credit; (iv) for
errors, omissions, interruptions or delays in transmission or delivery of any
messages, by mail, cable, telegraph, telex or otherwise, whether or not they be
in cipher; (v) for errors in interpretation of technical terms; (vi) for any
loss or delay in the transmission or otherwise of any document required in order
to make a drawing under any such Letter of Credit or of the proceeds thereof;
(vii) for the misapplication by the beneficiary of any such Letter of Credit of
the proceeds of any drawing under such Letter of Credit; and (viii) for any
consequences arising from causes beyond the control of Facing Agent, including,
without limitation, any Government Acts. None of the above shall affect,
impair, or prevent the vesting of any of Facing Agent's rights or powers
hereunder.

In furtherance and extension and not in limitation of the specific
provisions hereinabove set forth, any action taken or omitted by Facing Agent
under or in connection with the Letters of Credit issued by it or the related
certificates, if taken or omitted in good faith, shall not put Facing Agent
under any resulting liability to Borrower. Notwithstanding anything to the
contrary contained in this Agreement, Borrower shall have no obligation to
indemnify Facing Agent in respect of any liability incurred by Facing Agent
arising solely out of the gross negligence or willful misconduct of Facing
Agent. The right of indemnification in the first paragraph of this SECTION
2.9(g) shall not prejudice any rights that Borrower may otherwise have against
Facing Agent with respect to a Letter of Credit issued hereunder.

(h) STATED AMOUNT. The Stated Amount of each Letter of Credit
shall not be less than $100,000 or such lesser amount as Facing Agent has agreed
to. For purposes of calculating the Stated Amount of any Letter of Credit at
any time:

(i) any increase in the Stated Amount of any Letter of
Credit by reason of any amendment to any Letter of Credit shall be deemed
effective under this Agreement as of the date Facing Agent actually issues
an amendment purporting to increase the Stated Amount of such Letter of
Credit, whether or not Facing Agent receives the consent of the Letter of
Credit beneficiary or beneficiaries to the amendment, except that if
Borrower has requested that the increase in Stated Amount be given effect
as of an earlier date and Facing Agent issues an amendment to that effect,
then such increase in Stated Amount shall be deemed effective under this
Agreement as of such earlier date requested by Borrower; and

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that the reduction be given effect as of an earlier date, or (y) the date
Facing Agent receives the written consent (including by telex or facsimile
transmission) of the Letter of Credit beneficiary or beneficiaries to such
reduction, which written consent must be dated on or after the date of the
amendment issued by Facing Agent purporting to effect such reduction.

(i) INCREASED COSTS. If at any time after the Closing Date,
Facing Agent or any Lender determines that the introduction of or any change in
any applicable law, rule, regulation, order, guideline or request or in the
interpretation or administration thereof by any Governmental Authority charged
with the interpretation or administration thereof, or compliance by Facing Agent
or such Lender with any request or directive by any such authority (whether or
not having the force of law), shall either (i) impose, modify or make applicable
any reserve, deposit, capital adequacy or similar requirement against Letters of
Credit issued by Facing Agent or participated in by any Lender, or (ii) impose
on Facing Agent or any Lender any other conditions relating, directly or
indirectly, to this Agreement or any Letter of Credit; and the result of any of
the foregoing is to increase the cost to Facing Agent or any Lender of issuing,
maintaining or participating in any Letter of Credit, or reduce the amount of
any sum received or receivable by Facing Agent or any Lender hereunder or reduce
the rate of return on its capital with respect to Letters of Credit, then, upon
demand to Borrower by Facing Agent or any Lender (a copy of which demand shall
be sent by Facing Agent or such Lender to Agent), Borrower shall pay to Facing
Agent or such Lender such additional amount or amounts as will compensate such
Lender for such increased cost or reduction in the amount receivable or
reduction on the rate of return on its capital. In determining such additional
amounts pursuant to the preceding sentence, Facing Agent or such Lender will act
reasonably and in good faith and will, to the extent the increased costs or
reductions in amounts receivable or reductions in rates of return relate to
Facing Agent's or such Lender's letters of credit in general and are not
specifically attributable to the Letters of Credit hereunder, use averaging and
attribution methods which are reasonable and which cover all letters of credit
similar to the Letters of Credit issued by or participated in by Facing Agent or
such Lender whether or not the documentation for such other Letters of Credit
permit Facing Agent or such Lender to receive amounts of the type described in
this SECTION 2.9(i). Facing Agent or any Lender, upon determining that any
additional amounts will be payable pursuant to this SECTION 2.9(i), will give
prompt written notice thereof to Borrower, which notice shall include a
certificate submitted to Borrower by Facing Agent or such Lender (a copy of
which certificate shall be sent by Facing Agent or such Lender to Agent),
setting forth in reasonable detail the basis for the calculation of such
additional amount or amounts necessary to compensate Facing Agent or such
Lender, although failure to give any such notice shall not release or diminish
Borrower's obligations to pay additional amounts pursuant to this SECTION 2.9(i)
provided that Borrower shall not be required to compensate a Lender or Facing
Agent pursuant to this section for any increased costs or reductions incurred
more than 180 days prior to the date that such Lender or Facing Agent, as the
case may be, notifies Borrower of the additional amounts and of such Lender's or
Facing Agent's intention to claim compensation therefor; PROVIDED FURTHER that,
if the change in law giving rise to such increased costs or reductions is
retroactive, then the 180-day period referred to above shall be extended to
include the period of retroactive effect thereof. The

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certificate required to be delivered pursuant to this SECTION 2.9(i) shall,
absent demonstrable error, be final, conclusive and binding on Borrower and
Facing Agent or the Lender, as applicable.

ARTICLE III

INTEREST AND FEES

3.1 INTEREST.

(a) BASE RATE LOANS. Borrower agrees to pay interest in respect
of the unpaid principal amount of each Base Rate Loan at a rate per annum equal
to the Base Rate plus the Applicable Margin from the date the proceeds thereof
are made available to Borrower until the earlier of (i) the maturity (whether by
acceleration or otherwise) of such Base Rate Loan or (ii) the conversion of such
Base Rate Loan to a Eurodollar Loan pursuant to SECTION 2.6.

(b) EURODOLLAR LOANS. Borrower agrees to pay interest in respect
of the unpaid principal amount of each Eurodollar Loan from the date the
proceeds thereof are made available to Borrower until the earlier of (i) the
maturity (whether by acceleration or otherwise) of such Eurodollar Loan or (ii)
the conversion of such Eurodollar Loan to a Base Rate Loan pursuant to SECTION
2.6 at a rate per annum equal to the relevant Eurodollar Rate plus the
Applicable Margin

(c) PAYMENT OF INTEREST. Interest on each Loan shall be payable
in arrears on each Interest Payment Date; PROVIDED, HOWEVER, that interest
accruing pursuant to SECTION 3.1(e) shall be payable from time to time on
demand. Interest shall also be payable on all then outstanding Revolving Loans
on the Termination Date and on all Loans on the date of repayment (including
prepayment) thereof (except that voluntary prepayments of Revolving Loans that
are Base Rate Loans made pursuant to SECTION 4.2 on any day other than an
Interest Payment Date or the Revolver Termination Date need not be made with
accrued interest from the most recent Quarterly Payment Date, provided such
accrued interest is paid on the next Interest Payment Date) and on the date of
maturity (by acceleration or otherwise) of such Loans. During the existence of
any Event of Default, interest on any Loan shall be payable on demand.

(d) NOTIFICATION OF RATE. Agent, upon determining in accordance
herewith the interest rate for any Borrowing of Eurodollar Loans for any
Interest Period, shall promptly notify Borrower and the Lenders thereof. Such
determination shall, absent demonstrable error and subject to SECTION 3.6, be
final, conclusive and binding upon all parties hereto.

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whether by acceleration or otherwise, the principal balance of each Loan then
outstanding and, to the extent permitted by applicable law, any interest payment
on each Loan not paid when due or other amounts then due and payable shall bear
interest payable on demand, after as well as before judgment at a rate per annum
equal to the Default Rate.

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

3.2 FEES.

(a) COMMITMENT FEE. On each Quarterly Payment Date, and on the
Termination Date (or, if earlier, on the date upon which the Revolving
Commitments are terminated and the Loans are paid in full and the LC Obligations
are paid in full or cash collateralized in a manner satisfactory to Agent),
Borrower shall pay to Agent, for the ratable benefit of the Lenders, a
commitment fee equal to the Applicable Commitment Fee which accrued during the
quarterly period most recently ended (or, in the case of the payment due on the
Termination Date, the portion thereof ending on such date). Such commitment fee
shall be based upon the average unused Revolving Commitments of the Lenders
during the preceding quarter.

(b) AGENCY FEES. Borrower shall pay to Agent for its own
account, agency and other Loan fees in the amount and at the times set forth in
the letter agreement between Borrower and Agent.

3.3 COMPUTATION OF INTEREST AND FEES. Interest on all Loans and fees
payable hereunder shall be computed on the basis of the actual number of days
elapsed over a year of 360 days; PROVIDED that interest on all Base Rate Loans
shall be computed on the basis of the actual number of days elapsed over a year
of 365 or 366 days, as the case may be. Each determination of an interest rate
by Agent pursuant to any provision of this Agreement and in accordance therewith
shall be conclusive and binding on Borrower, Agent and the Lenders in the
absence of demonstrable error. Agent shall, at any time and from time to time
upon request of Borrower, deliver to Borrower a statement showing the quotations
used by Agent in determining any interest rate applicable to Revolving Loans
pursuant to this Agreement. Each change in the Applicable Margin, the
Applicable Commitment Fee or any change in the applicable LC Commission as a
result of a change in Borrower's Most Recent Ratio of Total Debt to EBITDA shall
become effective on the Adjustment Date.

3.4 INTEREST PERIODS. At the time it gives any Notice of Borrowing or a
Notice of Conversion or Continuation with respect to Eurodollar Loans, Borrower
shall elect, by giving

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Agent written notice, the interest period (each an "INTEREST PERIOD") which
Interest Period shall, at the option of Borrower, be one, two, three or six
months, provided that:

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

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

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

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

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

(vi) no Interest Period shall extend beyond the Termination
Date.

3.5 COMPENSATION FOR FUNDING LOSSES.

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date specified therefor in a Notice of Borrowing or Notice of Conversion or
Continuation delivered by Borrower (whether or not withdrawn); (ii) any payment,
prepayment or conversion or continuation of any of its Eurodollar Loans
occurring for any reason whatsoever on a date which is not the last day of an
Interest Period applicable thereto; (iii) any repayment of any of its Eurodollar
Loans not being made on the date specified in a notice of payment given by
Borrower; or (iv) (A) any other failure by Borrower to repay its Eurodollar
Loans when required by the terms of this Agreement or (B) an election made by
Borrower pursuant to SECTION 3.7. Such a written request as to additional
amounts owed such Lender under this SECTION 3.5 and delivered to Borrower and
Agent by such Lender shall, absent demonstrable error, be final, conclusive and
binding for all purposes.

(b) Calculation of all amounts payable to a Lender under this
SECTION 3.5 shall be made as though that Lender had actually funded its relevant
Eurodollar Loan through the purchase of a Eurodollar deposit bearing interest at
the Eurodollar Rate in an amount equal to the amount of that Loan, having a
maturity comparable to the relevant Interest Period and through the transfer of
such Eurodollar deposit from an offshore office of that Lender to a domestic
office of that Lender in the United States of America; PROVIDED, HOWEVER, that
each Lender may fund each of its Eurodollar Loans in any manner it sees fit and
the foregoing assumption shall be utilized only for the calculation of amounts
payable under this SECTION 3.5.

3.6 INCREASED COSTS, ILLEGALITY, ETC.

(a) GENERALLY. In the event that:

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

(ii) at any time, any Lender shall incur increased costs or
reduction in the amounts received or receivable hereunder with respect to
any Eurodollar Loan because of (x) any change since the date of this
Agreement in any applicable law or governmental rule, regulation, order,
guideline or request (whether or not having the force of law) or in the
interpretation or administration thereof and including the introduction of
any new law or governmental rule, regulation, order, guideline or request,
such as, for example, but not limited to: (A) a change in the basis of
taxation of payments to any Lender of the principal of or interest on the
Notes or any other amounts payable hereunder (except for (a) changes in the
rate of tax on, or determined by reference to, the net income or profits of
such Lender imposed by the jurisdiction in which its principal office or
applicable lending office is located and (b) United States withholding
taxes, which shall be governed by the provisions of SECTION 4.6) or (B) a
change in official reserve requirements (but, in all events, excluding
reserves required under Regulation D to the extent included in the
computation of the Eurodollar Rate) and/or (y) other circumstances since
the date of this

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Agreement affecting such Lender or the interbank Eurodollar market or the
position of such Lender in such market (excluding, however, differences in
a Lender's cost of funds from those of Agent which are solely the result of
credit differences between such Lender and Agent); or

(iii) at any time, the making or continuance of any
Eurodollar Loan has been made (x) unlawful by any law or governmental rule,
regulation or order, (y) impossible by compliance by any Lender in good
faith with any governmental request (whether or not having force of law) or
(z) impracticable as a result of a contingency occurring after the date of
this Agreement which materially and adversely affects the interbank
Eurodollar market;

then, and in any such event, such Lender (or Agent, in the case of clause (i)
above) shall promptly give notice (by telephone confirmed in writing), which
notice shall, absent demonstrable error, be final and conclusive and binding
upon all parties hereto, to Borrower and, except in the case of clause (i)
above, to Agent of such determination (which notice Agent shall promptly
transmit to each of the other Lenders). Thereafter (x) in the case of clause
(i) above, Eurodollar Loans shall no longer be available until such time as
Agent notifies Borrower and the Lenders that the circumstances giving rise to
such notice by Agent no longer exist, and any Notice of Borrowing or Notice of
Conversion or Continuation given by Borrower with respect to Eurodollar Loans
(other than with respect to conversions to Base Rate Loans) which have not yet
been incurred (including by way of conversion) shall be deemed rescinded by
Borrower, (y) in the case of clause (ii) above, Borrower shall pay to such
Lender, upon written demand therefor, such additional amounts (in the form of an
increased rate of, or a different method of calculating, interest or otherwise
as such Lender shall reasonably determine) as shall be required to compensate
such Lender for such increased costs or reductions in amounts received or
receivable hereunder (a written notice as to the additional amounts owed to such
Lender, showing the basis for the calculation thereof, submitted to Borrower by
such Lender shall, absent demonstrable error, be final and conclusive and
binding on all the parties hereto; however the failure to give any such notice
shall not release or diminish Borrower's obligations to pay additional amounts
pursuant to this SECTION 3.6 (a)(y) provided that Borrower shall not be required
to compensate such Lender pursuant to this section for any increased costs or
reductions incurred more than 180 days prior to the date that such Lender
notifies Borrower of the increased costs or reductions and of such Lender's
intention to claim compensation therefor; PROVIDED FURTHER that, if the change
in law giving rise to such increased costs or reductions is retroactive, then
the 180-day period referred to above shall be extended to include the period of
retroactive effect thereof and (z) in the case of clause (iii) above, Borrower
shall take one of the actions specified in SECTION 3.6(b) as promptly as
possible and, in any event, within the time period required by law. In
determining such additional amounts pursuant to clause (y) of the immediately
preceding sentence, each Lender shall act reasonably and in good faith and will,
to the extent the increased costs or reductions in amounts receivable relate to
such Lender's loans in general and are not specifically attributable to a Loan
hereunder, use averaging and attribution methods which are reasonable and which
cover all loans

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similar to the Loans made by such Lender whether or not the loan documentation
for such other loans permits the Lender to receive increased costs of the type
described in this SECTION 3.6(a).

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

(c) CAPITAL REQUIREMENTS. If any Lender determines that the
introduction of or any change in any applicable law or governmental rule,
regulation, order, guideline or request (whether or not having the force of law)
concerning capital adequacy, or any change in (after the date of this Agreement)
interpretation or administration thereof by any Governmental Authority, central
bank or comparable agency, will have the effect of increasing the amount of
capital required or expected to be maintained by such Lender or any corporation
controlling such Lender based on the existence of such Lender's Revolving
Commitments hereunder or its obligations hereunder, then Borrower shall pay to
such Lender, upon its written demand therefor, such additional amounts as shall
be required to compensate such Lender or such other corporation for the
increased cost to such Lender or such other corporation or the reduction in the
rate of return to such Lender or such other corporation as a result of such
increase of capital. In determining such additional amounts, each Lender will
act reasonably and in good faith and will use averaging and attribution methods
which are reasonable and which will, to the extent the increased costs or
reduction in the rate of return relates to such Lender's commitments or
obligations in general and are not specifically attributable to the Revolving
Commitments and obligations hereunder, cover all commitments and obligations
similar to the Revolving Commitments and obligations of such Lender hereunder
whether or not the loan documentation for such other commitments or obligations
permits the Lender to make the determination specified in this SECTION 3.6(c),
and such Lender's determination of compensation owing under this SECTION 3.6(c)
shall, absent demonstrable error, be final and conclusive and binding on all the
parties hereto. Each Lender, upon determining that any additional amounts will
be payable pursuant to this SECTION 3.6(c), will give prompt written notice
thereof to Borrower, which notice shall show in reasonable detail the basis for
calculation of such additional amounts, although the failure to give any such
notice shall not release or diminish any of Borrower's obligations to pay
additional amounts pursuant to this SECTION 3.6(c) provided that Borrower shall
not be required to compensate such Lender pursuant to this section for any
increased costs or reductions incurred more than 180 days prior to the date that
such Lender notifies Borrower of the increased costs or reductions and of such
Lender's intention to claim compensation therefor; PROVIDED FURTHER that, if the
change in law giving rise

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to such increased costs or reductions is retroactive, then the 180-day period
referred to above shall be extended to include the period of retroactive effect
thereof

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

3.7 REPLACEMENT OF AFFECTED LENDERS. (x) If any Lender becomes a
Defaulting Lender or otherwise defaults in its Obligations to make Revolving
Loans or fund Unpaid Drawings, (y) if any Lender is owed increased costs under
SECTION 3.6(a)(ii) or (iii), SECTION 3.6(c) or Borrower is required to make any
payments under SECTION 4.6 to any Lender materially in excess of those to the
other Lenders or (z) as provided in SECTION 11.1(b) in the case of certain
refusals by a Lender to consent to certain proposed amendments, changes,
supplements, waivers, discharges or terminations with respect to this Agreement
which have been approved by the Majority Lenders, Borrower shall have the right,
if no Event of Default or Unmatured Event of Default then exists, to replace
such Lender (the "REPLACED LENDER") with one or more other Eligible Assignee or
Eligible Assignees, none of whom shall be a Defaulting Lender at the time of
such replacement (collectively, the "REPLACEMENT LENDER") acceptable to Agent,
PROVIDED that (i) at the time of any replacement pursuant to this SECTION 3.7,
the Replacement Lender shall enter into one or more assignment agreements, in
the form of EXHIBIT 11.9 hereto, pursuant to which the Replacement Lender shall
acquire all of the Revolving Commitments and outstanding Loans of the Replaced
Lender and (ii) all obligations of Borrower owing to the Replaced Lender
(including, without limitation, any such increased costs and excluding those
specifically described in clause (i) above in respect of which the assignment
purchase price has been, or is concurrently being paid) shall be paid in full to
such Replaced Lender concurrently with such replacement. Upon the execution of
the respective assignment documentation, the payment of amounts referred to in
clauses (i) and (ii) above and, if so requested by the Replacement Lender,
delivery to the Replacement Lender of the appropriate Note or Notes executed by
Borrower, the Replacement Lender shall become a Lender hereunder and the
Replaced Lender shall cease to constitute a Lender hereunder, except with
respect to indemnification provisions under this Agreement, which shall survive
as to such Replaced Lender. Notwithstanding anything to the contrary contained
above, no Lender that acts as a Facing Agent may be replaced hereunder at any
time which it has Letters of Credit outstanding hereunder unless arrangements
satisfactory to such Facing Agent (including the furnishing of a standby letter
of credit in form and substance, and issued by an issuer satisfactory to such
Facing Agent or the depositing of cash collateral into the Collateral Account in
amounts and pursuant to arrangements satisfactory to such Facing Agent) have
been made with respect to such outstanding Letters of Credit.

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ARTICLE IV

REDUCTION OF COMMITMENTS; PAYMENTS AND PREPAYMENTS

4.1 VOLUNTARY REDUCTION OF COMMITMENTS. (a) Upon at least three
Business Days' prior written notice (or telephonic notice confirmed in writing)
to Agent at the Notice Office (which notice Agent shall promptly transmit to
each Lender), Borrower shall have the right, from time to time and without
premium or penalty, to terminate the unutilized portion of the Revolving
Commitments or the Swing Line Commitment, as the case may be, in part or in
whole; PROVIDED that (x) any such voluntary termination of the Revolving
Commitments shall apply to proportionately and permanently reduce the Revolving
Commitment of each Lender, (y) any partial voluntary reduction pursuant to this
SECTION 4.1 shall be in the amount of at least $5,000,000 and integral multiples
of $5,000,000 in excess of that amount and (z) no such voluntary termination of
the Revolving Commitments shall be permitted if the effect thereof would be to
reduce the total of the Revolving Commitments below the aggregate principal
amount of outstanding Revolving Loans plus the aggregate LC Obligations and the
Swing Line Loan Commitment.

(b) In the event of certain refusals by a Lender to consent to
certain proposed amendments, changes, supplements, waivers, discharges or
terminations with respect to this Agreement which have been approved by the
Majority Lenders as provided in SECTION 11.1(b), Borrower shall have the right,
upon five (5) Business Days' prior written notice to Agent (which notice Agent
shall promptly transmit to each of the Lenders), to terminate the entire
Revolving Commitment of such Lender, so long as all Loans, together with accrued
and unpaid interest, fees and all other amounts, due and owing to such Lender
are repaid concurrently with the effectiveness of such termination at which time
Schedule 1.1 shall be deemed modified to reflect such changed amounts pursuant
to SECTION 4.1(a) and Borrower cash collateralizes such Lender's Commitment
Percentage of the LC Obligations. At such time, such Lender shall no longer
constitute a "Lender" for purposes of this Agreement, except with respect to
indemnifications under this Agreement which shall survive as to such repaid
Lender.

4.2 VOLUNTARY PREPAYMENTS. (a) Borrower shall have the right to prepay
any or all of the Loans in whole or in part from time to time on the following
terms and conditions: (i) Borrower shall give Agent irrevocable written notice
at its Notice Office (or telephonic notice promptly confirmed in writing) of its
intent to prepay, the amount of such prepayment and the specific Borrowings to
which such prepayment is to be applied, which notice shall be given by Borrower
to Agent by 12:00 noon (New York City time) at least three Business Days prior
to the date of such prepayment and which notice shall (except in the case of
Swing Line Loans) promptly be transmitted by Agent to each of the applicable
Lenders; (ii) each partial prepayment of any Borrowing (other than a Borrowing
of Swing Line Loans) shall be in an aggregate principal amount of at least
$1,000,000 and each partial prepayment of a Swing Line Loan shall be in an
aggregate principal amount of at least $500,000; provided that no partial
prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce
the aggregate principal amount of the outstanding Loans made pursuant to such
Borrowing to an amount less than the Minimum Borrowing Amount applicable
thereto; (iii)

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Eurodollar Loans may only be prepaid pursuant to this SECTION 4.2 on the last
day of an Interest Period applicable thereto or on any other day subject to
SECTION 3.5; (iv) each prepayment in respect of any Borrowing shall be applied
pro rata among the Loans comprising such Borrowing PROVIDED, that such
prepayment shall not be applied to any Revolving Loans of a Default Lender at
any time when the aggregate amount of Revolving Loans of any Non-Defaulting
Lender exceeds such Non-Defaulting Lender's Commitment Percentage of all
Revolving Loans then outstanding. The notice provisions, the provisions with
respect to the minimum amount of any prepayment, and the provisions requiring
prepayments in integral multiples above such minimum amount of this SECTION 4.2
are for the benefit of Agent and may be waived unilaterally by Agent.

(b) In the event of certain refusals by a Lender to consent to
certain proposed amendments, changes, supplements, waivers, discharges or
terminations with respect to this Agreement which have been approved by the
Majority Lenders as provided in SECTION 11.1(b), Borrower shall have the right,
upon five (5) Business Days' prior written notice to Agent (which notice Agent
shall promptly transmit to each of the Lenders), to repay all Loans, together
with accrued and unpaid interest, fees and all other amounts due and owing to
such Lender in accordance with said SECTION 11.1(b), so long as (A) in the case
of the repayment of Revolving Loans of any Lender pursuant to this clause (b),
the Revolving Commitment of such Lender is terminated concurrently with such
repayment pursuant to SECTION 4.1(b) and (B) in the case of the repayment of
Loans of any Lender, the consents required by SECTION 11.1(b) in connection with
the repayment pursuant to this clause (b) shall have been obtained.

4.3 MANDATORY PREPAYMENTS.

(a) PREPAYMENT UPON OVERADVANCE. Borrower shall prepay the
outstanding principal amount of the Revolving Loans or the Swing Line Loan on
any date on which the aggregate outstanding principal amount of such Loans
together with the aggregate LC Obligations (after giving effect to any other
repayments or prepayments on such day) exceeds the aggregate Revolving
Commitments or the Swing Line Loan Commitment, as the case may be, in the amount
of such excess. If, after giving effect to the prepayment of all outstanding
Revolving Loans, the aggregate LC Obligations exceeds the Revolving Commitments
then in effect, Borrower shall cash collateralize LC Obligations by depositing,
pursuant to a cash collateral agreement to be entered into in form and substance
reasonably satisfactory to Agent and Borrower, cash with Agent in an amount
equal to the difference between such LC Obligations and the Revolving Loan
Commitments then in effect. Agent shall establish in its name for the benefit
of the Revolving Lenders a cash collateral account (the "COLLATERAL ACCOUNT")
into which it shall deposit such cash to hold as collateral security for the LC
Obligations.

(b) PAYMENT AT TERMINATION DATE. Borrower hereby
unconditionally promises to pay to each Lender on the Termination Date, the
unpaid principal amount of each Loan (including, without limitation, each Swing
Line Loan) made by such Lender. Borrower hereby further agrees to pay interest
in immediately available funds at the office of Administrative Agent

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on the unpaid principal amount of such Loans from time to time from the date
hereof until payment in full thereof at the rates per annum, and on the
dates, set forth in SECTION 2.6.

(c) MANDATORY PREPAYMENT UPON ASSET DISPOSITION. If Borrower
or any of its Subsidiaries receives Net Sale Proceeds from an Asset
Disposition, to the extent that such Net Sale Proceeds exceed $50,000,000,
the aggregate Revolving Commitment shall be permanently reduced by the amount
of such excess. After giving effect to the immediately preceding sentence,
Borrower or any Subsidiary may reinvest up to $50,000,000 of the Net Sale
Proceeds of such Asset Disposition (the "Reinvestable Proceeds") within two
hundred seventy (270) days in productive replacement assets of a kind then
used or useable in the business of Borrower or its Subsidiaries. If Borrower
does not intend to so reinvest such Reinvestable Proceeds or if the period
set forth in the immediately preceding sentence expires without Borrower
having reinvested such Reinvestable Proceeds, the Aggregate Revolving
Commitment shall be permanently reduced by the amount of the Reinvestable
Proceeds which have not been reinvested by Borrower. On the date of, and
after giving effect to, the reductions in the Revolving Commitments required
by this SECTION 4.3(c), Borrower shall prepay outstanding Loans to the extent
required by SECTION 4.3(a).

(d) MANDATORY PREPAYMENT UPON INCURRENCE OF INDEBTEDNESS. On
the date of receipt by Borrower and/or any of their Subsidiaries of Net
Offering Proceeds from the incurrence of Indebtedness, the aggregate
Revolving Commitments shall be permanently reduced by an amount equal to 100%
of such Net Offering Proceeds, PROVIDED, HOWEVER, that such permanent
reduction shall not be required with respect to Net Offering Proceeds from
the incurrence of Indebtedness permitted under Section 8.2. On the date of
receipt of any such Net Offering Proceeds and after giving effect to the
reductions in the Revolving Commitments required by the preceding sentence,
Borrower shall prepay outstanding Loans and/or cash collateralize LOC
Obligations to the extent required by SECTION 4.3(a).

4.4 APPLICATION OF PREPAYMENTS. Except as expressly provided in this
Agreement, all prepayments of principal made by Borrower pursuant to SECTIONS
4.2 and 4.3 shall be applied first to the payment of Base Rate Loans and
second to the payment of Eurodollar Loans; and with respect to Eurodollar
Loans, in such order as Borrower shall request (and in the absence of such
request, as Agent shall determine). If any prepayment of Eurodollar Loans
made pursuant to a single Borrowing shall reduce the outstanding Loans made
pursuant to such Borrowing to an amount less than the Minimum Borrowing
Amount, such Borrowing shall immediately be converted into Base Rate Loans.
All prepayments shall include payment of accrued interest on the principal
amount so prepaid, shall be applied to the payment of interest before
application to principal and shall include amounts payable, if any, under
SECTION 3.5.

4.5 METHOD AND PLACE OF PAYMENT.

(a) Except as otherwise specifically provided herein, all
payments under this Agreement shall be made to Agent, for the ratable account
of the Lenders entitled thereto, not later than 12:00 Noon (New York City
time) on the date when due and shall be made in immediately

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available funds in lawful money of the United States of America and in each
case to the account specified therefor for Agent or if no account has been so
specified at the Payment Office, it being understood that with respect to
payments in Dollars, written telex or telecopy notice by Borrower to Agent to
make a payment from the funds in Borrower's account at the Payment Office
shall constitute the making of such payment to the extent of such funds held
in such account. Agent will thereafter cause to be distributed on the same
day (if payment was actually received by Agent prior to 12:00 Noon (New York
City time) on such day) like funds relating to the payment of principal or
interest or fees ratably to the Lenders entitled to receive any such payment
in accordance with the terms of this Agreement. If and to the extent that
any such distribution shall not be so made by Agent in full on the same day
(if payment was actually received by Agent prior to 12:00 Noon (New York City
time) on such day), Agent shall pay to each Lender its ratable amount thereof
and each such Lender shall be entitled to receive from Agent interest on such
amount at the overnight Federal Funds Rate for each day from the date such
amount is paid to Agent until the date Agent pays such amount to such Lender.

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

4.6 NET PAYMENTS.

(a) All payments made by Borrower hereunder or under any Loan
Document will be made without setoff, counterclaim or other defense. Except
as provided in SECTION 4.6(d), all payments hereunder and under any of the
Loan Documents (including, without limitation, payments on account of
principal and interest and fees) shall be made by Borrower free and clear of
and without withholding for or on account of any present or future tax, duty,
levy, impost, assessment or other charge of whatever nature now or hereafter
imposed by any Governmental Authority, but excluding therefrom (i) a tax
imposed on the overall net income (including a franchise tax based on net
income) of the recipient of such payment by the U.S. or by the jurisdiction
in which such recipient is incorporated or in the case of any Lender the
jurisdiction (or political subdivision or taxing authority thereof) in which
its lending office is located, (ii) in the case of any Lender organized under
the laws of any jurisdiction other than the United States or any state
thereof (or the District of Columbia), any taxes imposed by the United States
by means of withholding at the source unless such withholding results from a
change in applicable law, treaty or regulations or the interpretation or
administration thereof (including, without limitation, any guideline or
policy not having the force of law) by any authority charged with the
administration thereof subsequent to the date such Lender becomes a Lender
with respect to the Loan or portion thereof affected by such

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change and (iii) any tax imposed on or measured by the overall net income
(including a franchise tax based on net income) of a Lender or an office or
branch thereof by the United States of America or any political subdivision
or taxing authority thereof or therein (such tax or taxes, other than
excluded tax or taxes, being herein referred to as "TAX" or "TAXES"). If
Borrower is required by law to make any deduction or withholding of any Taxes
from any payment due hereunder or under any of the Loan Documents, then the
amount payable will be increased to such amount which, after deduction from
such increased amount of all such Taxes required to be withheld or deducted
therefrom, will not be less than the amount due and payable hereunder had no
such deduction or withholding been required.

(b) If Borrower makes any payment hereunder or under any of the
Loan Documents in respect of which it is required by law to make any
deduction or withholding of any Taxes, it shall pay the full amount to be
deducted or withheld to the relevant taxation or other authority within the
time allowed for such payment under applicable law and shall deliver to the
Lenders within 30 days after it has made such payment to the applicable
authority such receipt, if any, issued by such authority evidencing the
payment to such authority of all amounts so required to be deducted or
withheld from such payment.

(c) Without prejudice to the provisions of SECTION 4.6(a), if
any Lender, or Agent on its behalf, is required by law to make any payment on
account of Taxes on or in relation to any such received or receivable tax
hereunder or under any of the Loan Documents by such Lender, or Agent on its
behalf, or any liability for Tax in respect to any such payment is imposed,
levied or assessed against any Lender or Agent on its behalf, Borrower will
promptly indemnify such person against such Tax payment or liability,
together with any interest, penalties and expenses (including counsel fees
and expenses) payable or incurred in connection therewith, including any tax
of any Lender arising by virtue of payments under this SECTION 4.6(c),
computed in a manner consistent with SECTION 4.6(c). A certificate as to the
amount of such payment by such Lender, or Agent on its behalf, absent
demonstrable error, shall be final, conclusive and binding upon all parties
hereto for all purposes.

(d) Each Lender that is not a United States person (as such
term is defined in Section 7701(a)(30) of the Code) agrees to deliver to
Borrower and Agent on or prior to the Initial Borrowing Date, or in the case
of a Lender that is an Assignee of an interest under this Agreement pursuant
to SECTION 3.7 or 11.9 (unless the respective Lender was already a Lender
hereunder immediately prior to such assignment), on the date of such
assignment to such Lender, (i) two accurate and complete original signed
copies of IRS Form 4224 or 1001 (or successor forms) certifying to such
Lender's entitlement to a complete exemption from United States withholding
tax with respect to payments to be made under this Agreement and under any
Note, or (ii) if the Lender is not a "bank" within the meaning of Section
881(c)(3)(A) of the Code and cannot deliver either IRS Form 1001 or 4224
pursuant to clause (i) above, (x) a certificate substantially in the form of
EXHIBIT 4.6(d) (any such certificate, a "SECTION 4.6(d)(ii) CERTIFICATE") and
(y) two accurate and complete original signed copies of IRS Form W-8 (or
successor form) certifying to such Lender's entitlement to a complete
exemption from United States withholding tax with respect to payments of
interest to

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be made under this Agreement and under any Note. In addition, each Lender
agrees that from time to time after the Initial Borrowing Date, when a lapse
in time or change in circumstances renders the previous certification
obsolete or inaccurate in any material respect, it will deliver to Borrower
and Agent two new accurate and complete original signed copies of IRS Form
4224 or 1001, or Form W-8 and a Section 4.6(d)(ii) Certificate, as the case
may be, and such other forms as may be required in order to confirm or
establish the entitlement of such Lender to a continued exemption from or
reduction in United States withholding Tax with respect to payments under
this Agreement and any Note, or it shall immediately notify Borrower and
Agent of its inability to deliver any such form or certificate.
Notwithstanding anything to the contrary contained in SECTION 4.6(a), but
subject to SECTION 11.9(c) and the immediately succeeding sentence, (x)
Borrower shall be entitled, to the extent it is required to do so by law, to
deduct or withhold income or similar Taxes imposed by the United States (or
any political subdivision or taxing authority thereof or therein) from
interest, fees or other amounts payable hereunder for the account of any
Lender which is not a United States person (as such term is defined in
Section 7701(a)(30) of the Code) for United States Federal income tax
purposes to the extent that such Lender has not provided to Borrower IRS
Forms that establish a complete exemption from such deduction or withholding
and (y) Borrower shall be obligated pursuant to SECTION 4.6(a) hereof to
gross-up payments to be made to a Lender in respect of income or similar
Taxes imposed by the United States unless (I) upon timely notice from the
Borrower, such Lender has not provided to Borrower the IRS Forms required to
be provided to Borrower pursuant to the first sentence of this SECTION
4.6(d), or (II) in the case of a payment, other than interest, to a Lender
described in clause (ii) above, to the extent that such IRS Forms do not
establish a complete exemption from withholding of such Taxes.
Notwithstanding anything to the contrary contained in the preceding sentence
or elsewhere in this SECTION 4.6 and except as set forth in SECTION 11.9(c),
Borrower agrees to pay additional amounts and to indemnify each Lender in the
manner set forth in SECTION 4.6(a) (without regard to the identity of the
jurisdiction requiring the deduction or withholding) in respect of any
amounts deducted or withheld by it as described in the immediately preceding
sentence as a result of any changes after the Initial Borrowing Date in any
applicable law, treaty, governmental rule, regulation, guideline or order, or
in the interpretation thereof, relating to the deducting or withholding of
income or similar Taxes.

(e) Each Lender agrees that, as promptly as practicable after
it becomes aware of the occurrence of any event or the existence of any
condition that would cause Borrower to make a payment in respect of any Taxes
to such Lender pursuant to SECTION 4.6(a) or a payment in indemnification for
any Taxes pursuant to SECTION 4.6(c), it will use reasonable efforts to make,
fund or maintain the Loan (or portion thereof) of such Lender with respect to
which the aforementioned payment is or would be made through another lending
office of such Lender if as a result thereof the additional amounts which
would otherwise be required to be paid by such Borrower in respect of such
Loans (or portions thereof) or participations in Letters of Credit pursuant
to SECTION 4.6(a) or SECTION 4.6(c) would be materially reduced, and if, as
determined by such Lender, in its sole discretion, the making, funding or
maintaining of such Loans or participations in Letters of Credit (or portions
thereof) through such other lending office would not otherwise materially
adversely affect such Loans or such Lender. Borrower agrees to pay all
reasonable expenses incurred by any Lender in utilizing another lending
office of such Lender pursuant to this SECTION 4.6(e).

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ARTICLE V.
REPRESENTATIONS AND WARRANTIES

To induce Agent and each Lender to enter into this Agreement and
to make the Loans and issue (or participate in) the Letters of Credit,
Borrower hereby represents and warrants to Agent and each Lender, and hereby
agrees, as follows:

5.1 CORPORATE EXISTENCE; COMPLIANCE WITH LAW. Each of Borrower and
its Subsidiaries (a) is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its organization, (b) has the corporate
power and authority, and the legal right, to own and operate its property, to
lease the property it operates as lessee and to conduct the business in which
it is currently engaged, (c) is duly qualified and in good standing as a
foreign corporation, and is duly authorized to do business, in each
jurisdiction where its ownership or leasing of property or the character of
its operations makes such qualification necessary, except where the failure
to so qualify would not reasonably be expected to have a Material Adverse
Effect and (d) is in compliance with all Requirements of Law except to the
extent that all failures to comply therewith would not reasonably be expected
to have a Material Adverse Effect.

5.2 CORPORATE POWER; AUTHORIZATION; NO VIOLATION. The execution,
delivery and performance by each Loan Party of this Agreement and the other
Loan Documents to which it is a party (i) are within such Loan Party's
corporate power, (ii) have been duly authorized by all necessary corporate,
shareholder and other action on the part of each Person whose authorization
is required, (iii) do not violate any Requirement of Law or any material
Contractual Obligation applicable to such Loan Party (except the Existing
Credit Agreements), (iv) will not result in or require the creation or
imposition of any Lien of any nature upon or with respect to any of the
properties now owned or hereafter acquired by such Person and (v) will not
require any authorization or approval or other action by, or notice to or
filing or registration with, any Governmental Authority (other than those
which have been obtained and are in force and effect).

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Acquisitions). No proceeds of any of the Loans will be used for "buying,"
"purchasing," or "carrying," any "margin stock" within the respective
meanings of each of the quoted terms under Regulation U of the Board as now
and from time to time hereafter in effect or for any purpose which would
cause any of the loans or extensions of credit under this Agreement to be
considered a "purpose credit" within the meaning of Regulation T, U or X of
the Board.

5.5 SUBSIDIARIES. SCHEDULE 5.5 annexed hereto and made a part hereof
is a complete and correct list of all Subsidiaries of Borrower as of the
Closing Date and separately identifies all Material Subsidiaries of Borrower
as of the Closing Date. All of such Subsidiaries are Wholly-Owned
Subsidiaries of Borrower except as otherwise indicated on such SCHEDULE 5.5.
There does not exist any encumbrance or restriction on the ability of (i) any
Subsidiary of Borrower to pay dividends or make any other distributions on
its capital stock or any other interest or participation in its profits owned
by Borrower or any Subsidiary of Borrower, or to pay any Indebtedness owed to
Borrower or a Subsidiary of Borrower, (ii) any Subsidiary of Borrower to make
loans or advances to Borrower or any of Borrower's Subsidiaries or (iii)
Borrower or any of its Subsidiaries to transfer any of its properties or
assets to Borrower or any of its Subsidiaries, except for such encumbrances
or restrictions existing under or by reason of (x) applicable law, (y) this
Agreement or the other Loan Documents or (z) customary provisions restricting
subletting or assignment of any lease or other contract governing a leasehold
interest or other contract rights of Borrower or a Subsidiary of Borrower.

5.6 INDEBTEDNESS. SCHEDULE 5.6 annexed hereto and made a part hereof
is a complete and correct list of all Indebtedness of Borrower and its
Subsidiaries which, in any individual instance exceeds $250,000 in principal
amount and which is outstanding as of the Closing Date (other than
Intercompany Indebtedness and Indebtedness which shall be prepaid with the
proceeds of Revolving Loans made on the Closing Date).

5.7 FINANCIAL STATEMENTS; FINANCIAL CONDITION; UNDISCLOSED
LIABILITIES; PROJECTIONS, ETC.

(a) FINANCIAL STATEMENTS. The balance sheet of Borrower at
December 31, 1995, December 31, 1996, and December 31, 1997, and the related
statements of operations, cash flows and shareholders' equity of Borrower for
the Fiscal Year or other period ended on such dates, as the case may be,
copies of which have been furnished to the Lenders prior to the date hereof
which have been examined by Ernst & Young L.L.P., independent certified
public accountants, were prepared in accordance with GAAP in effect on the
date such statements were prepared and fairly present the consolidated
financial condition and results of operations of the Borrower and its
Subsidiaries at such dates and for the periods then ended. Since December
31, 1997, there has been no Material Adverse Effect.

(b) SOLVENCY. On and as of the Closing Date, after giving
effect to the Transaction and to all Indebtedness (including the Loans) being
incurred, and to be incurred (and the use or proceeds thereof), and Liens
created, and to be created, by Borrower in connection with

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the transactions contemplated hereby, (i) the sum of the assets, at a fair
valuation, of Borrower will exceed its Debts; (ii) Borrower has not incurred
nor intends to, nor believes that it will, incur Debts beyond its ability to
pay such Debts as such Debts mature; and (iii) Borrower will have sufficient
capital with which to conduct its business.

(c) NO UNDISCLOSED LIABILITIES. Except as fully reflected in
the financial statements and the notes thereto referred to in SECTION 5.7(a)
or on SCHEDULE 5.7(d), there are (after giving effect to the Transaction and
the other transactions contemplated hereby) no liabilities or obligations
with respect to Borrower of any nature whatsoever (whether absolute, accrued,
contingent or otherwise and whether or not due) which, either individually or
in aggregate, would be material to Borrower. As of the Closing Date (and
after giving effect to the Transaction and the other transaction contemplated
hereby), Borrower does not know of any basis for the assertion against
Borrower of any liability or obligation of any nature whatsoever that is not
reflected in such financial statements or the notes related thereto delivered
pursuant to SECTION 5.7(a) or on SCHEDULE 5.6 which, either individually or
in the aggregate, could reasonably be expected to be material to Borrower.

(d) PROJECTIONS. On and as of the Closing Date, the financial
projections, attached hereto as EXHIBIT 5.7(d) (the "PROJECTIONS") have been
prepared on a basis consistent with the financial statements referred to in
SECTION 5.7(a) and are based on good faith estimates and assumptions made by
the management of Borrower, and there are no statements or conclusions in any
of the Projections which are based upon or include information known to
Borrower to be misleading or which fail to take into account material
information known to Borrower regarding the matters reported therein. On the
Closing Date Borrower believed that the Projections were reasonable and
attainable, it being understood that uncertainty is inherent in any forecasts
or projections and that no assurance can be given that the results set forth
in the Projections will actually be obtained.

5.8 NO MATERIAL LITIGATION. Except as disclosed in Schedule 5.8,
there are no actions, suits, proceedings or investigations pending or, to the
knowledge of Borrower, threatened against Borrower or any of its Subsidiaries
or any of its or their respective properties or assets before any arbitrator
or Governmental Authority (a) with respect to this Agreement or any other
Loan Document or any of the actions contemplated hereby or thereby, or (b)
which would reasonably be expected to have a Material Adverse Effect.

5.9 PERFORMANCE OF AGREEMENTS. Neither Borrower nor any of its
Subsidiaries is in default in the performance, observance or fulfillment of
any of the obligations, covenants or conditions contained in any Contractual
Obligation of Borrower or any of its Subsidiaries and no event or condition
has occurred or become known or exists which with notice or the lapse of time
or both would constitute such a default except where such default or
defaults, if any, would not reasonably be expected to have a Material Adverse
Effect.

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5.10 TAXES. Borrower and each of its Subsidiaries has filed or caused
to be filed all material tax returns and reports which 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 properties or assets and all
other taxes, fees and other charges imposed on its or any of their respective
properties by any Governmental Authority other than those the amount or
validity of which are currently being contested in good faith by appropriate
proceedings diligently pursued and with respect to which reserves in
conformity with GAAP have been provided on the books of Borrower and/or its
Subsidiaries, as applicable) and no material tax Lien has been filed or
received. There is no proposed tax assessment against Borrower or any of its
Subsidiaries which would reasonably be expected to have a Material Adverse
Effect.

5.11 GOVERNMENTAL REGULATION. (i) Neither Borrower nor any of its
Subsidiaries is an "investment company" or a company "controlled" by a
company required to be registered as an "investment company" within the
meaning of the Investment Company Act of 1940, as amended, and (ii) neither
Borrower nor any of its Subsidiaries is engaged directly or indirectly,
principally, or as one of its important activities, in the business of
extending, or arranging for the extension of, credit for the purposes of
purchasing or carrying any margin stock, within the meaning of Regulation T,
U or X of the Board.

5.12 OWNERSHIP OF PROPERTY; LIENS. Each of Borrower and its
Subsidiaries has good and indefeasible title in fee simple to, or a valid
leasehold interest in, all its material real property, and good title to, or
a valid leasehold interest in, all its other material property, and none of
such property is subject to any Lien except for Permitted Liens.

5.13 INTELLECTUAL PROPERTY. Borrower and each of its Subsidiaries
owns, or is licensed to use, all trademarks, tradenames, copyrights,
technology, know-how, patents and processes necessary for the conduct of its
business as currently conducted, except for those the failure to own or be
licensed to use, which would not reasonably be expected to have a Material
Adverse Effect (the "INTELLECTUAL PROPERTY"). No claim has been asserted and
is pending by any Person challenging or questioning the use of any such
Intellectual Property or the validity or effectiveness of any such
Intellectual Property, nor does Borrower know of any valid basis for any such
claim except for such claims and infringements that, in the aggregate, would
not reasonably be expected to have a Material Adverse Effect. To Borrower's
or any of its Subsidiaries' knowledge, the use of such Intellectual Property
by Borrower and its Subsidiaries does not infringe on the rights of any
Person, in each case except for such claims and infringements that, in the
aggregate, would not reasonably be expected to have a Material Adverse Effect.

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now reasonably foresee) a Material Adverse Effect which has not been
disclosed in this Agreement, or in the other documents and certificates
furnished to Agent and each Lender specifically for use in connection with
the transactions contemplated hereby.

5.15 ERISA. Borrower and each of its ERISA Affiliates are in
compliance in all material respects with applicable provisions of ERISA and
the Code and the regulations and published interpretations thereunder with
respect to all Plans and, to the best of Borrower's knowledge, all
Multiemployer Plans, except where noncompliance would not reasonably be
expected to have a Material Adverse Effect. No Termination Event has
occurred or is reasonably expected to occur with respect to any Plan. The
sum of the "amounts of unfunded benefit commitments" (as defined in Section
4001(a)(18) of ERISA) under all Plans (excluding each Plan with an amount of
unfunded benefit commitments of zero or less) is not more than $7,500,000.
The aggregate Withdrawal Liability under all Multiemployer Plans is not more
than $7,500,000.

5.16 LABOR RELATIONS. Except to the extent that such practices,
circumstances, events or questions would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect, (a)
neither Borrower nor any of its Subsidiaries is engaged in any unfair labor
practice and (b) no significant strike, labor dispute, slowdown or stoppage
is pending against Borrower or any of its Subsidiaries or, to the best
knowledge of Borrower, threatened against Borrower or any of its Subsidiaries.

5.17 INSURANCE. Except as otherwise permitted by SECTION 7.8, the
properties of Borrower and its Subsidiaries are insured with financially
sound and reputable insurance companies, in such amounts, with such
deductibles and covering such risks as are customarily carried by Persons
engaged in the same or similar businesses.

5.18 PUBLIC UTILITY HOLDING COMPANY ACT. Neither Borrower nor any of
its Subsidiaries is a "holding company," or a "subsidiary company" of a
"holding company," or an "affiliate" of a "holding company" or of a
"subsidiary company" of a "holding company," within the meaning of the Public
Utility Holding Company Act of 1935, as amended.

5.19 Y2K. Borrower has reviewed, or will expeditiously review, its
operations and those of its Subsidiaries with a view to assessing whether its
businesses, or the businesses of any of its Subsidiaries, will be vulnerable
to a Y2K Problem or will be vulnerable to the effects of a Y2K Problem
suffered by any of Borrower's or any of its Subsidiaries' major commercial
counter-parties. Borrower represents and warrants that it has a reasonable
basis to believe that no Y2K Problem will cause a Material Adverse Effect.

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ARTICLE VI.
CONDITIONS OF CREDIT

6.1 CONDITIONS PRECEDENT TO EFFECTIVENESS. This Agreement shall
become effective upon the satisfaction of each of the following conditions:

(a) LOAN DOCUMENTS. Agents shall have received each of:

(i) this Agreement, executed and delivered by a duly
authorized officer of Borrower and each Lender;

(ii) for the account of each Lender, a Revolving Note
conforming to the requirements hereof and executed by a duly
authorized officer of Borrower;

(iii) for the account of BT, a Swing Line Note conforming to
the requirements hereof and executed by a duly authorized officer of
Borrower;

(iv) the Subsidiary Guarantee Agreement, executed and
delivered by a duly authorized officer of each Subsidiary Guarantor
party thereto; and

(v) all other Loan Documents.

(b) CORPORATE PROCEEDINGS. Agent shall have received (i) a
copy of the resolutions, in form and substance satisfactory to Agent, of the
board of directors of Borrower authorizing (x) the execution, delivery and
performance of this Agreement, the Notes and the other Loan Documents to
which it is a party and (y) the borrowings and other extensions of credit
contemplated hereunder, certified by the Secretary or an Assistant Secretary
of Borrower as of the Closing Date, which certificate shall state that the
resolutions thereby certified have not been amended, revoked, or rescinded
and shall be in form and substance satisfactory to Agent and (ii) copies of
all documents and papers, including records of corporate proceedings,
governmental approvals, good standing certificates, and bring down telegrams,
if any, which Agent reasonably may have requested in connection therewith,
such documents and papers where appropriate to be certified by proper
corporate or governmental authorities.

(d) INCUMBENCY CERTIFICATE. Agent shall have received a
certificate of the Secretary or an Assistant Secretary of each Loan Party,
dated the Closing Date, as to the incumbency and signature of the officers of
such Person executing the Loan Documents to which it is a party and any
certificate or other documents to be delivered by it pursuant thereto.

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(e) FEES. Agent and the Documentation Agent shall have
received, for their own accounts and/or the accounts of Lenders, all accrued
fees and expenses due and owing hereunder or in connection herewith to
Lenders and Agents.

(f) LEGAL OPINIONS. Agent shall have received, with a
counterpart for each Lender, the executed legal opinion of the General
Counsel and Secretary of the Borrower, substantially in the form of EXHIBIT
6.1(f). Such legal opinions shall cover such other matters incident to the
transactions contemplated by this Agreement as Agent may reasonably require
and such counsel delivering the foregoing legal opinion is expressly
instructed to deliver its opinion for the benefit of each of Agent and the
Lenders.

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

(h) LITIGATION. No litigation by any entity (private or
governmental) shall be pending or, to the best knowledge of Borrower,
threatened with respect to this Agreement, any of the Loan Documents or any
documentation executed in connection herewith or the transactions
contemplated hereby (including, without limitation, the Transaction), or the
obligations being refinanced in connection with the consummation of the
Transaction or which Agents or the Majority Lenders shall determine could
reasonably be expected to have a Material Adverse Effect.

(i) APPOINTMENT OF AGENT. Agent shall have received a letter
from CT Corporation System, presently located at 1633 Broadway, New York, New
York 10019, substantially in the form of EXHIBIT 6.1(i) hereto, indicating
its consent to its appointment by Borrower as its agent to receive service of
process as specified in SECTION 12.9 of this Agreement.

(j) TAX AND ACCOUNTING ASPECTS OF TRANSACTIONS. Agents and the
Majority Lenders shall be reasonably satisfied with all tax and accounting
matters relating to the Transactions.

(k) OFFICER'S CERTIFICATE. Agents shall have received a
certificate executed by a responsible officer on behalf of Borrower, dated
the date of this Agreement and in the form of EXHIBIT 6.1(k) hereto, stating
that the representations and warranties set forth in ARTICLE V hereof are
true and correct as of the date of the certificate, that no Event of Default
or Unmatured Event

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of Default has occurred and is continuing and that the conditions of SECTION
6.1 hereof have been fully satisfied (except that no opinion need be
expressed as to the Agent's or Majority Lenders' satisfaction with any
document, instrument or other matter).

(l) ADVERSE CHANGE. On or prior to the Closing Date, nothing
shall have occurred (and none of the Agents nor any Lender shall have become
aware of any facts or conditions not previously known) which Agents or the
Majority Lenders shall determine has or reasonably could be expected to have,
or could have a Material Adverse Effect.

(m) PRO FORMA BALANCE SHEET. Agent shall have received a pro
forma balance sheet prepared in accordance with the Securities Exchange Act
of 1934, as amended, in form and substance satisfactory to Agent and the
Majority Lenders.

(n) TERMINATION OF EXISTING CREDIT AGREEMENTS.

(i) On or prior to the Initial Borrowing Date, (A) the total
commitments under each of the Existing Credit Agreements shall be
terminated, all loans thereunder shall be repaid in full, together with
interest thereon, all letters of credit, if any, issued thereunder shall
have been terminated and all other amounts owing pursuant to the Existing
Credit Agreement shall be repaid in full and the Existing Credit Agreements
shall be terminated on terms and conditions satisfactory to Agent and the
Majority Lenders and be of no further force or effect. On the Initial
Borrowing Date, all terms and conditions of the termination of the Existing
Credit Agreements shall be satisfactory to Agent and the Majority Lenders
and all such conditions shall have been satisfied to the satisfaction of
Agent and the Majority Lenders or waived with the consent of Agent and the
Majority Lenders;

(ii) The creditors under the Existing Credit Agreements shall have
terminated and released all security interests and Liens on the assets
owned by Borrower, if any. Agent shall have received such releases of
security interest in and Liens on the assets owned by Borrower as may have
been requested by Agent or the Majority Lenders, which releases shall be in
form and substance satisfactory to Agent and the Majority Lenders. Without
limiting the foregoing, there shall have been delivered proper termination
statements (Form UCC-3 or the appropriate equivalent) for filing under the
UCC of each jurisdiction where a financing statement (Form UCC-1 or the
appropriate equivalent) was filed with respect to Borrower in connection
with the security interests created with respect to the Existing Credit
Agreements and the documentation related thereto;

(o) CONSUMMATION OF TRANSACTIONS, ETC. The transactions
contemplated by the Transaction Documents shall have been consummated without
the waiver, except as disclosed on SCHEDULE 5.1(o) hereto, of any conditions
precedent thereto required to be performed on or prior to the consummation of
the transactions contemplated thereby which are for the benefit of Borrower
and the waiver of which, in the reasonable judgment of Agents, could be
expected to have a Material Adverse Effect, and Agents shall have received
such evidence of the consummation of such

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transactions as Agents may request; all representations and warranties of
Borrower and the other parties thereto contained in the Transaction Documents
shall be true and correct; and all notifications, consents and approvals
required pursuant to the Transaction Documents shall have been given or
obtained, as the case may be except as disclosed on SCHEDULE 5.1(o) hereto.

6.2 CERTAIN CONDITIONS PRECEDENT TO EACH LOAN. The agreement of each
Lender to make a Loan (including, without limitation, its initial Loans
hereunder, but other than any Revolving Loan the proceeds of which are to be
used exclusively to repay Refunded Swing Line Loans) and the obligation of
any Facing Agent to issue or any Lender to participate in any Letter of
Credit is subject to the satisfaction of the following conditions precedent:

(a) REPRESENTATIONS AND WARRANTIES. All representations and
warranties of Borrower and each Loan Party contained herein and in the other
Loan Documents shall be true and correct in all material respects with the
same effect as though such representations and warranties had been made on
and as of the date of the making of such Loan;

(b) NO EVENTS OF DEFAULT. There shall exist no Event of
Default or Unmatured Event of Default;

(c) AVAILABLE REVOLVING COMMITMENT. After giving effect to the
Loans requested to be made, no Lender will have an Available Revolving
Commitment which is less than zero; and

(d) OTHER MATTERS. Agent shall have received such other
documents as required by this Agreement in connection with such Loan, all in
form and substance as required by this Agreement including, with respect to
Revolving Loans, a request for a Borrowing in accordance with the provisions
of SECTION 2.2(a) hereof; and with respect to the issuance of a Letter of
Credit, Agent and the respective facing Agent shall have received a Letter of
Credit Request meeting the requirements of Section 2.9(b).

Each request for a Borrowing and the acceptance by Borrower of the
proceeds thereof shall constitute a representation and warranty by Borrower,
as of the date of the Loans comprising such Borrowing, that the conditions
specified in SECTION 6.2(a), (b) and (c) have been satisfied.

ARTICLE VII.
AFFIRMATIVE COVENANTS

Borrower hereby agrees that, so long as the Revolving Commitments
remain in effect, or any Loan or LC Obligation remains outstanding and unpaid
or any other amount is owing to any Lender or any Agent hereunder, Borrower
shall:

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7.1 FINANCIAL STATEMENTS. Furnish to each Lender:

(a) as soon as available, but in any event within 120 days
after the end of each fiscal year of Borrower, a copy of the consolidated and
consolidating (by business unit) balance sheet of Borrower and its
consolidated Subsidiaries as at the end of such year and the related
consolidated and consolidating (by business unit) statements of income,
retained earnings and of cash flows for such year, setting forth in each case
in comparative form the figures for the previous year; and

(b) as soon as available, but in any event not later than 60
days after the end of each of the first three quarterly periods of each
fiscal year of Borrower, the unaudited consolidated and consolidating (by
business unit) balance sheet of Borrower and its consolidated Subsidiaries as
at the end of such quarter and the related unaudited consolidated and
consolidating (by business unit) statements of income, retained earnings and
of cash flows of Borrower and its consolidated Subsidiaries for such quarter
and the portion of the fiscal year through the end of such quarter, setting
forth in each case in comparative form the figures for the previous year
(except with respect to balance sheet figures which shall be in comparative
form for the previous audited period only);

all such financial statements shall be complete and correct in all material
respects and shall be prepared in accordance with GAAP applied consistently
throughout the periods reflected therein and with prior periods (except as
approved by the accountants preparing such statements or Financial Officer,
as the case may be, and disclosed therein) and, in the case of the
consolidated financial statements referred to in SECTION 7.1(a), accompanied
by a report thereon of independent certified public accountants of recognized
national standing, which report shall contain no qualifications with respect
to the continuance of Borrower and its Subsidiaries as going concerns and
shall include a statement to the effect that such financial statements
present fairly in all material respects the consolidated financial position
of Borrower and its Subsidiaries as at the dates indicated and the
consolidated results of their operations and cash flow for the periods
indicated in conformity with GAAP and that the examination by such
accountants in connection with such financial statements has been made in
accordance with generally accepted auditing standards.

7.2 CERTIFICATES; OTHER INFORMATION. Furnish to each Lender (or, if
specified below, to Agent):

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the nature of such Event of Default or Unmatured Event of Default and the
action which Borrower proposes to take with respect thereto, and (ii) a
letter, in form reasonably satisfactory to Agent from such accountants with
respect to reliance on such accountant's certificate and report on the annual
consolidated financial statements referred to in this Section;

(b) OFFICER'S CERTIFICATE. Concurrently with the delivery of
the financial statements referred to in SECTIONS 7.1(a) and 7.1(b), a
certificate of a Financial Officer substantially in the form of EXHIBIT
7.2(b) stating that, to the best of such Financial Officer's knowledge, (i)
such financial statements present fairly, in accordance with GAAP, the
financial condition and results of operations of Borrower and its
Subsidiaries for the period referred to therein (subject, in the case of
interim statements, to normal recurring adjustments) and (ii) that no Event
of Default or Unmatured Event of Default has occurred, in each case except as
specified in such certificates, which shall set forth detailed computations
to the extent necessary to establish whether Borrower is in compliance with
the covenants set forth in SECTION 8.1 of this Agreement;

(c) BUDGETS; PROJECTIONS. As soon as available and in any
event within sixty (60) days following the first day of each fiscal year of
Borrower (i) an annual budget in form substantially similar to the
Projections (including budgeted statements of operations, income, cash flows,
retained earnings and shareholders' equity and balance sheets) prepared by
Borrower for each fiscal quarter of such fiscal year and (ii) projections in
form substantially similar to the Projections covering the period from such
fiscal year through the Termination Date, in each case prepared in reasonable
detail, with appropriate presentation and discussion of the principal
assumptions upon which such budgets and projections are based, which shall be
accompanied by the statement of the chief executive officer or Chief
Financial Officer of Borrower to the effect that, to the best of his
knowledge, such budget and projections are a reasonable estimate for the
periods respectively covered thereby;

(d) AUDIT REPORTS AND STATEMENTS. Promptly following
Borrower's receipt thereof, copies of all consolidated financial or other
consolidated reports or statements, if any, submitted to Borrower or any of
its Subsidiaries by independent public accountants relating to any annual or
interim audit of the books of Borrower or any of its Subsidiaries;

(e) PUBLIC FILINGS. Within 20 days after the same become
public, copies of all financial statements, filings, registrations and
reports which Borrower may make to, or file with, the United States
Securities and Exchange Commission or any successor or analogous U.S.
Governmental Authority;

(f) STATUS. Within five Business Days after the occurrence
thereof, written notice to Agent of any change in the Most Recent Ratio of
Consolidated Debt to Consolidated EBITDA which results in a change in the
Applicable Margin or the Applicable Commitment Fee, PROVIDED, HOWEVER, that
the failure to provide such notice shall not delay or otherwise affect any
change in the Applicable Margin or other amount payable hereunder which is to
occur upon such a change pursuant to the terms of this Agreement; and

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(g) OTHER REQUESTED INFORMATION. Such other information
respecting the respective properties, business affairs, financial condition
and/or operations of Borrower or any of its Subsidiaries as Agent or any
Lender may from time to time reasonably request.

7.3 NOTICES. Promptly upon obtaining knowledge thereof, give notice
to Agent (which shall promptly provide a copy of such notice to each Lender)
of:

(a) EVENT OF DEFAULT OR UNMATURED EVENT OF DEFAULT. The
occurrence of any Event of Default or Unmatured Event of Default, accompanied
by a statement of a Financial Officer setting forth details of the occurrence
referred to therein and stating what action Borrower proposes to take with
respect thereto.

(b) LITIGATION AND RELATED MATTERS. The commencement of, or
any material development in any action, suit, proceeding or investigation
pending or threatened against or affecting Borrower or any of its
Subsidiaries or any of their respective properties before any arbitrator or
Governmental Authority, in which the amount involved that Borrower reasonably
determines is not covered by insurance is $7,500,000 or more, or which, if
determined adversely to Borrower or any of its Subsidiaries, would reasonably
be expected to have a Material Adverse Effect.

(c) NOTICE OF CHANGE OF CONTROL. Each occasion that there
shall occur a Change of Control, and such notice shall set forth in
reasonable detail the particulars of each such occasion.

7.4 CONDUCT OF BUSINESS AND MAINTENANCE OF EXISTENCE. Continue to
engage in business of the same general type as now conducted by it and
preserve, renew and keep in full force and effect its and each Subsidiary's
corporate existence (except for any Subsidiary merged or otherwise
consolidated with or into Borrower or another Subsidiary) and take all
reasonable action to maintain all rights, privileges and franchises material
to its and those of each of its Subsidiaries' businesses except as otherwise
permitted pursuant to SECTIONS 8.4 and 8.7 and comply and cause each of its
Subsidiaries to comply with all Contractual Obligations and Requirements of
Law except to the extent that failure to comply therewith would not in the
aggregate reasonably be expected to have a Material Adverse Effect.

7.5 PAYMENT OF OBLIGATIONS. Pay or discharge or otherwise satisfy at
maturity or, to the extent permitted hereby, prior to maturity or before they
become delinquent, as the case may be, and cause each of its Subsidiaries to
pay or discharge or otherwise satisfy at or before maturity or before they
become delinquent, as the case may be:

(i) all its and their respective Indebtedness;

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

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

PROVIDED, HOWEVER, that neither Borrower nor any of its Subsidiaries shall be
required to pay or discharge any such Indebtedness, tax, assessment, charge,
levy or claim while the same is being contested by it in good faith and by
appropriate proceedings diligently pursued so long as Borrower or such
Subsidiary, as the case may be, shall have set aside on its books adequate
reserves in accordance with GAAP (segregated to the extent required by GAAP)
with respect thereto and title to any material properties or assets is not
jeopardized in any material respect.

7.6 INSPECTION OF PROPERTY, BOOKS AND RECORDS. Keep, or cause to be
kept, and cause each of its Subsidiaries to keep or cause to be kept,
adequate records and books of account, in which complete entries are to be
made reflecting its and their business and financial transactions, such
entries to be made in accordance with sound accounting principles
consistently applied and will permit, and cause each of its Subsidiaries to
permit, any Lender or its respective representatives, at any reasonable time,
and from time to time at the reasonable request of such Lender made to
Borrower and upon reasonable notice, to visit and inspect its and their
respective properties, to examine and make copies of and take abstracts from
its and their records and books of account, and to discuss its and their
respective affairs, finances and accounts with its and their principal
officers, directors and independent public accountants (and by this provision
Borrower authorizes such accountants to discuss with the Lenders and such
representatives the affairs, finances and accounts of Borrower and its
Subsidiaries; PROVIDED, HOWEVER, that prior to the occurrence and continuance
of an Event of Default, all such discussions shall take place in the presence
of a Financial Officer of Borrower).

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institute proceedings under Section 4042 of ERISA to terminate such Plan, (C)
that an accumulated funding deficiency (as defined in Section 3.02(a) of
ERISA and Section 412(a) of the Code) has been incurred or that on
application may be or has been made to the Secretary of the Treasury for a
waiver or modification of the minimum funding standard (including any
required installment payments) or on extension of any amortization period
under Section 412 of the Code, or (D) that Borrower, or any Subsidiary of
Borrower or any ERISA Affiliate will or is reasonably likely to incur any
liability (including, but not limited to, contingent or secondary liability)
to or on account of the termination of or withdrawal from a Plan under
Section 401(a)(29), 4971, 4975 or 4980 of the Code or Section 409 or 502(1)
of ERISA, deliver, or cause such Subsidiary or ERISA Affiliate to deliver, to
Agent a written notice thereof; and (iv) as soon as possible and in any event
within thirty days after Borrower or any of its Subsidiaries or ERISA
Affiliates knows or has reason to know that any of them has caused a complete
withdrawal or partial withdrawal (within the meaning of Sections 4203 and
4205, respectively, of ERISA) from any Multiemployer Plan and that such
withdrawal could reasonably be expected to have a Material Adverse Effect,
deliver, or cause such Subsidiary or ERISA Affiliate to deliver, to Agent a
written notice thereof. For purposes of this SECTION 7.7, Borrower shall be
deemed to have knowledge of all facts known by the Plan Administrator of any
Plan of which Borrower is the Plan Sponsor, and each Subsidiary and ERISA
Affiliate of Borrower shall be deemed to have knowledge of all facts known by
the Plan Administrator of any Plan of which such Subsidiary or ERISA
Affiliate, respectively, is a Plan Sponsor. In addition to its other
obligations set forth in this SECTION 7.7, Borrower shall, and shall cause
each of its Subsidiaries and ERISA Affiliates to,

(A) furnish to Agent, promptly after delivery of the same
to the PBGC by Borrower or any of its Subsidiaries, a copy of any
delinquency notice pursuant to Section 412(n) (4) of the Code,

(B) correct any such failure to satisfy funding
requirements or delinquency referred to in the foregoing clauses
(iii)(C) of the first sentence of this SECTION 7.7 and clause (A)
above within ninety (90) days after the occurrence thereof, except
where the failure to so satisfy would not reasonably be expected to
have a Material Adverse Effect, and

(C) comply in good faith with the requirements set forth
in Section 4980B of the Code and with Sections 601(a) and 606 of
ERISA, except where the failure to so comply could not reasonably be
expected to have a Material Adverse Effect.

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exceed that which is customary in the case of companies engaged in the same
or similar business or having similar properties similarly situated) may be
effected through self-insurance, provided adequate reserves therefor, in
accordance with GAAP, are maintained.

7.9 ENVIRONMENTAL LAWS.

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

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

(c) Defend, indemnify and hold harmless Agent and the Lenders,
and their respective employees, agents, officers and directors, from and
against any and all claims, demands, penalties, fines, liabilities,
settlements, damages, costs and expenses of whatever kind or nature known or
unknown, contingent or otherwise, arising out of, or in any way relating to
the violation of, noncompliance with or liability under, any Environmental
Law applicable to the operations of Borrower, any of its Subsidiaries or
their respective properties, or any orders, requirements or demands of
Governmental Authorities related thereto, including, without limitation,
reasonable attorneys' and consultants' fees, investigation and laboratory
fees, costs arising from any Remedial Actions, court costs and litigation
expenses, except to the extent that any of the foregoing arise out of the
gross negligence or willful misconduct of the party seeking indemnification
therefor. The agreements in this clause (c) shall survive repayment of the
Notes and all other Obligations.

7.10 ADDITIONAL SUBSIDIARY GUARANTORS. In the event any Person shall
hereafter become a Material Subsidiary and in the further event such Person
is a Domestic Subsidiary, Borrower shall, within 30 days, cause such Material
Subsidiary to become a party to the Subsidiary Guarantee Agreement and
deliver such other corporate authorization documents as Agent may reasonably
request.

7.11 REFINANCING OF EXISTING GERMAN FACILITY. On or before December
31, 1998, Borrower shall refinance, amend or otherwise modify that certain
Credit Offer Letter between

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Buckbee-Mears Europe GmbH and Deutsche Bank AG (Stuttgart) dated September
30, 1994 such that the facility becomes an unsecured facility and Agent shall
have received such related releases of security interests and Liens as may
have been requested by Agent.

7.12 Y2K. Borrower shall take all actions necessary and commit
adequate resources to assure that its computer-based and other systems (and
those of all Subsidiaries) are able to effectively process dates, including
dates before, on and after January 1, 2000, without experiencing any Y2K
Problem that could cause a Material Adverse Effect. At the request of Agent,
Borrower will provide the Lenders with assurances and substantiations
(including, but not limited to, the results of internal or external audit
reports prepared in the ordinary course of business) reasonably acceptable to
the Lenders as to the capability of Borrower and its Subsidiaries to conduct
its and their businesses and operations before, on and after January 1, 2000
without experiencing a Y2K Problem causing a Material Adverse Effect.

ARTICLE VIII.
NEGATIVE COVENANTS

Borrower hereby agrees that, so long as the Revolving Commitments
remain in effect or any Obligation is owing to any Lender or any Agent
hereunder, Borrower shall not, nor shall it permit any of its Subsidiaries
to, directly or indirectly:

8.1 FINANCIAL CONDITION COVENANTS.

(a) MAINTENANCE OF CONSOLIDATED NET WORTH. Permit Consolidated
Net Worth on the last day of any fiscal quarter to be less than the sum of
(i) $150,000,000 PLUS (ii) the amount equal to 50% of the aggregate
Consolidated Net Income of Borrower and its consolidated Subsidiaries since
December 31, 1997; PROVIDED, HOWEVER, that in the event that Borrower and its
consolidated Subsidiaries have a consolidated net loss for any fiscal
quarter, Consolidated Net Income for purposes only of clause (ii) of this
SECTION 8.1(a) shall be deemed to be zero for such fiscal quarter PLUS (iii)
75% of the Net Offering Proceeds from the issuance of Capital Stock.

(b) LEVERAGE RATIO. Permit the ratio of (a) Consolidated Debt
on the last day of any fiscal quarter of Borrower (after giving effect to all
payments and prepayments made on or prior to such last day) to (b) (i)
Consolidated EBITDA for the period of four consecutive fiscal quarters ending
on such last day plus (ii) 1997 Expansion Charge as of such day to be greater
than the respective ratio set forth below opposite such fiscal quarter:

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<TABLE>
<CAPTION>
Fiscal Quarters Ending Ratio
---------------------- -----
<S> <C>
June 30, 1998 through March 31, 1999 3.50:1.0
June 30, 1999 through March 31, 2000 3.25:1.0
June 30, 2001 and thereafter 3.00:1.0
</TABLE>

(c) INTEREST COVERAGE RATIO. Permit the ratio of (a) (i)
Consolidated EBITDA for the period of four consecutive fiscal quarters ending
on the last day of any fiscal quarter of Borrower plus (ii) 1997 Expansion
Charge as of such day to (ii) Consolidated Interest Expense for such period
to be less than 3.00 to 1.0.

(d) CAPITAL EXPENDITURES. (i) Borrower will not, and will not
permit any of its Subsidiaries to, make any Capital Expenditures, except that
during any fiscal year set forth below Borrower and its Subsidiaries may make
Capital Expenditures so long as the aggregate amount so made by Borrower and
its Subsidiaries (on a consolidated basis) during any such fiscal year does
not exceed the amount set forth opposite such fiscal year below:

<TABLE>
<CAPTION>
Fiscal Year Ending Amount
------------------ ------
<S> <C>
December 31, 1998 $50,000,000
December 31, 1999 $50,000,000
December 31, 2000 and thereafter $45,000,000
</TABLE>

(ii) Notwithstanding the foregoing, in the event that the amount
of Capital Expenditures permitted to be made by Borrower and its Subsidiaries
pursuant to clause (i) above in any fiscal year (before giving effect to any
increase in such permitted expenditure amount pursuant to this clause (ii))
is greater than the amount of such Capital Expenditures made by Borrower and
its Subsidiaries during such fiscal year, such excess (the "Rollover Amount")
may be carried forward and utilized to make Capital Expenditures in the next
succeeding fiscal year, provided that in no event shall the aggregate amount
of Capital Expenditures made by Borrower and its Subsidiaries during any
fiscal year pursuant to SECTION 8.1(d)(i) exceed 125% of the amount set forth
in such SECTION 8.1(d)(i).

(iii) After December 31, 1999, Borrower and its Subsidiaries may
make Capital Expenditures of up to $15,000,000 per annum not otherwise
permitted by clauses (i) and (ii) to the extent that the ratio of
Consolidated Debt to Consolidated EBITDA for the four most recent fiscal
quarters of Borrower would be less than or equal to 2.00:1.0 on a pro forma
basis after giving effect to the proposed Capital Expenditures.

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from any Recovery Event so long as such Capital Expenditures are to replace
or restore any properties or assets in respect to which such proceeds are
received.

8.2 INDEBTEDNESS. Incur, directly or indirectly, or suffer to exist
any Indebtedness except:

(a) Indebtedness incurred pursuant to this Agreement and the
other Loan Documents;

(b) Intercompany Indebtedness to the extent such Indebtedness
constitutes a Permitted Investment; PROVIDED, HOWEVER, that in the event of
any subsequent issuance or transfer of any Capital Stock which results in the
holder of such Indebtedness ceasing to be a Loan Party of Borrower or any
subsequent transfer of such Indebtedness (other than to Borrower or any other
Loan Party) such Indebtedness shall be required to be permitted under another
clause of this SECTION 8.2; PROVIDED, FURTHER, HOWEVER, that in the case of
Intercompany Indebtedness consisting of a loan or advance to Borrower, each
such loan or advance shall be subordinated to the indefeasible payment in
full of all of Borrower's obligations pursuant to this Agreement and the
other Loan Documents, and each such loan or advance shall be on open account
and shall not be evidenced by a promissory note or other instrument;

(c) Indebtedness outstanding on the date hereof and listed on
SCHEDULE 8.2(c) hereto, provided that the Indebtedness under Existing Credit
Agreements shall be paid in full with the proceeds of the Initial Loans made
hereto;

(d) Indebtedness under Interest Rate Protection Agreements
entered into to protect Borrower or any of its Subsidiaries against
fluctuations in interest rates in respect of the Obligations;

(e) Indebtedness under Currency Protection Agreements so long
as management of Borrower or such Subsidiary, as the case may be, has
determined that entering into of such Currency Protection Agreements are BONA
FIDE hedging activities;

(f) Permitted Subordinated Indebtedness;

(g) Indebtedness of the Borrower pursuant to the Domestic
Overdraft Facility in a principal amount not to exceed $10,000,000 at any
time outstanding;

(h) Permitted IDB/Community Development Indebtedness; and

(i) other Indebtedness in addition to that described in clauses
(a) through (h) of this SECTION 8.2; PROVIDED, HOWEVER, that the aggregate
principal amount of the Indebtedness permitted under this Section 8.2(i),
when added to all Permitted IDB/Community Development Indebtedness then
outstanding does not exceed $10,000,000.

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8.3 LIENS. Create, incur, assume or suffer to exist or agree to
create, incur or assume any Lien (except for Permitted Liens) in, upon or
with respect to any of its properties or assets (including, without
limitation, any securities or debt instruments of any of its Subsidiaries),
whether now owned or hereafter acquired, or assign or otherwise convey any
right to receive income to secure any obligation.

8.4 FUNDAMENTAL CHANGES. Enter into any merger, consolidation or
amalgamation, or liquidate, wind-up or dissolve itself (or suffer any
liquidation or dissolution); make any Material Asset Disposition; make any
Acquisition; or make any material change in its present method of conducting
business; PROVIDED, HOWEVER, that as long as immediately after giving effect
to such transaction, the resulting, surviving or transferee Person shall have
Consolidated Net Worth in an amount which is not less than the Consolidated
Net Worth of such Person prior to such transaction:

(a) any Subsidiary of Borrower may be merged or consolidated
with or into Borrower (PROVIDED, HOWEVER, that Borrower shall be the
continuing or surviving corporation) or with or into any one or more
Wholly-Owned Subsidiaries of Borrower (PROVIDED, HOWEVER, that (i) at least
one Wholly-Owned Subsidiary shall be the continuing or surviving corporation
and (ii) in the case of any merger or consolidation between Subsidiaries at
least one of that is a Subsidiary Guarantor, a Subsidiary Guarantor shall be
the surviving Person);

(b) any Wholly-Owned Subsidiary may sell, lease, transfer or
otherwise dispose of any or all of its assets (upon voluntary liquidation or
otherwise) to Borrower or any other Wholly-Owned Subsidiary of Borrower; and

(c) Borrower may make any Permitted Acquisition (which may be
effected through a merger of a Subsidiary with or into an acquired Person).

8.5 RESTRICTED PAYMENTS. Either: (i) declare or pay any dividend or
make any distribution on or in respect of its Capital Stock or to the direct
or indirect holders of its Capital Stock (except dividends or distributions
payable solely in its Non-Convertible Capital Stock or in options, warrants
or other rights to purchase its Non-Convertible Capital Stock and except
dividends or distributions payable to Borrower or a Subsidiary of Borrower)
or (ii) purchase, redeem or otherwise acquire or retire for value any Capital
Stock of Borrower (any such dividend, distribution, purchase, redemption,
repurchase, defeasance, other acquisition, retirement or Investment being
hereinafter referred to as a "Restricted Payment"); PROVIDED, HOWEVER, that
during such time as no Event of Default or Unmatured Event of Default has
occurred and is continuing or would result therefrom:

(a) Borrower or any Wholly-Owned Subsidiary of Borrower may
make any Restricted Payment which, together with all other Restricted
Payments made since the date hereof would not exceed:

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(i) 25% of the Consolidated Net Income accrued during the
period (treated as one accounting period) from December 31, 1997 to the end
of the most recent Fiscal Quarter ending at least 45 days prior to the date
of such Restricted Payment (or, in case such Consolidated Net Income shall
be a deficit, minus 100% of such deficit), excluding, for all purposes of
this clause (i) items treated as balance sheet adjustments in respect of
foreign currency translations; plus

(ii) $12,000,000; and

(b) Borrower may pay dividends within 60 days after the date of
declaration thereof if at such date of declaration such dividend would have
complied with this SECTION 8.5; PROVIDED, HOWEVER, that such dividend shall
be included (without duplication) in the calculation of the amount of
Restricted Payment for purpose of SECTION 8.5(a).

8.6 DISTRIBUTIONS FROM SUBSIDIARIES. Create or otherwise cause or
permit to exist or become effective any consensual encumbrance or restriction
on the ability of any Subsidiary of Borrower to (i) pay dividends or make any
other distributions on its Capital Stock or pay any Indebtedness or other
obligation owed to Borrower or any of its other Subsidiaries, (ii) make any
loans or advances to Borrower or any of its other Subsidiaries, or (iii)
transfer any of its property or assets to Borrower or any of its other
Subsidiaries, except:

(a) any encumbrance or restriction pursuant to an agreement in
effect at or entered into on the Closing Date and reflected on SCHEDULE 8.6(a)
hereto;

(b) any encumbrance or restriction with respect to a Subsidiary
of Borrower pursuant to an agreement relating to any Indebtedness issued by
such Subsidiary on or prior to the date on which such Subsidiary became a
Subsidiary of Borrower or was acquired by Borrower (other than Indebtedness
issued as consideration in, or to provide all or any portion of the funds
utilized to consummate, the transaction or series of related transactions in
contemplation of or pursuant to which such Subsidiary became a Subsidiary or
was acquired by Borrower) and outstanding on such date;

(c) any such encumbrance or restriction consisting of customary
non-assignment provisions in leases or other contracts governing leasehold
interests or other contract rights to the extent such provisions restrict the
transfer of the lease, contract or rights; and

(d) in the case of clause (iii) above, restrictions contained
in security agreements securing Indebtedness of a Subsidiary of Borrower to
the extent such restrictions restrict the transfer of the property subject to
such security agreements.

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Borrower or such Subsidiary receives consideration at the time of such
disposition at least equal to the fair market value, as determined in good
faith by the board of directors of such Person (including a determination as
to the value of all noncash consideration), of the shares and assets subject
to such disposition. The Net Sale Proceeds of any disposition shall be
applied in the manner set forth in SECTION 4.3.

8.8 INVESTMENTS. Make any Investments except for Permitted
Investments.

8.9 TRANSACTIONS WITH AFFILIATES. Conduct any business or enter into
any transaction or series of similar transactions (including the purchase,
sale, lease or exchange of any property or the rendering of any service) with
any Affiliate of Borrower or any legal or beneficial owner of 5% or more of
any class of Capital Stock of Borrower or with any Affiliate of such owner
(other than a Wholly-Owned Subsidiary of Borrower or an employee stock
ownership plan for the benefit of Borrower's or any of its Subsidiaries'
employees) unless the terms of such business, transaction or series of
transactions are (i) as favorable to Borrower or such Subsidiary as terms
that would be obtainable at the time for a comparable transaction or series
of similar transactions in arm's-length dealings with an unrelated third
person or, if such transaction is not one which by its nature could be
obtained from such person, is on fair and reasonable terms and (ii) are in
the ordinary course of business or, if not in the ordinary course of
business, are set forth in writing and the board of directors of Borrower or
such Subsidiary, as the case may be, has determined in good faith that such
business or transaction or series of transactions meets the applicable
criteria set forth in clause (i) above.

8.10 SALE-LEASEBACKS. Lease any property as lessee in connection with
a Sale and Leaseback Transaction entered into after the Closing Date if, at
the time of such entering into and after giving effect thereto, Attributable
Debt for such Sale and Leaseback Transaction and for all Sale and Leaseback
Transactions so entered into by Borrower and its Subsidiaries from and after
the Closing Date shall exceed $5,000,000.

8.11 FISCAL YEAR. Change the fiscal year of Borrower.

8.12 AMENDMENTS TO ORGANIZATIONAL DOCUMENTS. Amend, modify or waive,
or permit any amendment, modification or waiver as to any material provision
of its articles of incorporation, by-laws or other similar governing
documents if such amendment, modification or waiver would adversely affect
the interests of Agent or the Lenders.

8.13 ACCOUNTING CHANGES. Make or permit to be made any change in
accounting policies affecting the presentation of financial statements or
reporting practices from those employed by it on the date hereof, unless (i)
such change is required by GAAP, (ii) such change is disclosed to the Lenders
through Agent or otherwise and (iii) relevant prior financial statements that
are affected by such change are restated (in form and detail reasonably
satisfactory to Agent) as may be required by GAAP to show comparative results.

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8.14 LINES OF BUSINESS. Enter into or acquire any line of business
which is not reasonably related to the business engaged in as of the date
hereof.

ARTICLE IX.
EVENTS OF DEFAULT

9.1 EVENTS OF DEFAULT. If any of the events, acts, conditions or
occurrences (each, an "Event of Default") hereinafter set forth shall occur
or exist (for any reason whatsoever, and whether such happening shall be
voluntary or involuntary or come about or be effected by operation of law or
pursuant to or in accordance with any judgment, decree or order of any court
or any order, rule or regulation of any administrative or governmental body):

(a) FAILURE TO MAKE PAYMENTS WHEN DUE. (i) Borrower shall
default in the payment when due of principal on any Loan in accordance with
the terms hereof or any reimbursement obligation with respect to any Letter
of Credit; or (ii) Borrower shall default in the payment when due of interest
on any Loan in accordance with the terms hereof and such default shall
continue for five (5) days after the date when due; or (iii) Borrower shall
default in the payment when due of any other amount owing hereunder or any
other Loan Document and such default shall continue for ten (10) days after
the date when due; or

(b) REPRESENTATIONS. Any representation or warranty made or
deemed to be made by Borrower or any Loan Party herein or in any document,
instrument or certificate delivered by a Loan Party pursuant hereto shall
prove to have been incorrect or misleading in any material respect on or as
of the date made or deemed made; or

(c) BREACH OF CERTAIN COVENANTS. Borrower shall fail to
perform or comply with any term or condition contained in SECTIONS 7.1, 7.2
or 7.3, ARTICLE VIII; or

(d) OTHER DEFAULTS UNDER AGREEMENT OR LOAN DOCUMENTS. Borrower
or any of its Subsidiaries shall default in the performance or observance of
any term, covenant, condition or agreement contained in this Agreement (other
than as provided in clauses (a), (b) or (c) of this SECTION 9.1), and such
default shall continue unremedied for a period of 30 days after written
notice thereof shall have been given to Borrower by Agent or the Majority
Lenders; or

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or agent on behalf of such holder or holders or beneficiary or beneficiaries)
to cause (determined without regard to whether any notice of acceleration or
similar notice is required), such Indebtedness to be declared to be due and
payable prior to its stated maturity, or cash collateral in respect thereof
to be demanded; or

(f) JUDGMENTS. One or more judgments or decrees shall be
entered against Borrower or any of its Subsidiaries involving, individually
or in the aggregate, a liability of $7,500,000 or more and all such judgments
or decrees shall not have been vacated, discharged or stayed pending appeal
within sixty (60) days from the entry thereof but in any event prior to the
commencement of enforcement proceedings; or

(g) VOLUNTARY INSOLVENCY, ETC. Borrower or any of its Material
Subsidiaries shall become insolvent, generally fail to pay, or state in
writing or publicly its inability or unwillingness to pay, its debts as they
become due or call a meeting of creditors for the purpose of adjusting its
debts; or Borrower or any of its Material Subsidiaries shall become insolvent
or shall voluntarily commence any proceeding or file any petition under any
bankruptcy, insolvency or similar law seeking dissolution or reorganization
or the appointment of a receiver, trustee, custodian or liquidator for it or
a substantial portion of its property, assets or business, or to effect a
plan or other arrangement with its creditors, or shall file any answer
admitting the jurisdiction of the court and the material allegations of an
involuntary petition filed against it in any bankruptcy, insolvency or
similar proceeding, or shall be adjudicated bankrupt, or shall make a general
assignment for the benefit of creditors, or shall consent to, or acquiesce in
the appointment of, a receiver, trustee, custodian or liquidator for a
substantial portion of its property, assets or business; or

(h) INVOLUNTARY INSOLVENCY, ETC. Involuntary proceedings or an
involuntary petition shall be commenced or filed against Borrower or any of
its Material Subsidiaries under any bankruptcy, insolvency or similar law or
seeking the dissolution or reorganization of it or the appointment of a
receiver, trustee, custodian or liquidator for it or of a substantial part of
its property, assets or business, or any writ, judgment, warrant of
attachment, execution or similar process shall be issued or levied against a
substantial part of its property, assets or business, and such proceedings or
petition shall not be dismissed, or such writ, judgment, warrant of
attachment, execution or similar process shall not be released, vacated or
fully bonded, within sixty (60) days after commencement, filing or levy, as
the case may be, or any order for relief shall be entered in any such
proceeding; or

(i) UNENFORCEABILITY. This Agreement shall cease for any
reason to be in full force and effect (other than by reason of any action by
Agent or any Lender or the satisfaction of all Borrower's or any of its
Subsidiaries' obligations thereunder) or Borrower or any of its Subsidiaries
or any other Person (other than the Lenders or Agent) shall disavow its
obligations under any provision hereof or thereof, or shall deny that it has
any or further obligations under any provision thereof, or shall contest the
validity or enforceability of any provision thereof; or

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(j) ERISA. (i) A Reportable Event or Reportable Events, or a
failure to make a required installment or other payment (within the meaning
of Section 412(n)(l) of the Code), shall have occurred with respect to any
Plan or Plans that would reasonably be expected to result in liability of
Borrower to the PBGC or to a Plan in each case in an aggregate amount
exceeding $7,500,000 and the Agent shall have notified Borrower in writing
that (x) the Majority Lenders have made a determination that, on the basis of
such Reportable Event or Reportable Events or such failure to make a required
payment, there are reasonable grounds (A) for the termination of such Plan or
Plans by the PBGC, (B) for the appointment by the appropriate United States
District Court of a trustee to administer such Plan or Plans or (C) for the
imposition of a lien in favor of a Plan and (y) as a result thereof an Event
of Default exists hereunder; or a Termination Event shall have occurred; or

(ii) The Borrower or any ERISA Affiliate shall have been notified
by the sponsor of a Multiemployer Plan that it has incurred Withdrawal
Liability to such Multiemployer Plan and the amount of the Withdrawal
Liability specified in such notice, when aggregated with all other
Withdrawal Liabilities (determined as of the date or dates of such
notification), exceeds $7,500,000; or

(iii) Borrower or any ERISA Affiliate shall have been notified by
the sponsor of a Multiemployer Plan that such Multiemployer Plan is in
reorganization or is being terminated, within the meaning of Title IV of
ERISA, if solely as a result of such reorganization or termination the
aggregate annual contributions of Borrower and its ERISA Affiliates to all
Multiemployer Plans that are then in reorganization or have been or are
being terminated have been or will be increased over the amounts required
to be contributed to such Multiemployer Plans for their most recently
completed plan years by an amount exceeding $7,500,000; or

(k) CHANGE OF CONTROL. A Change of Control shall occur; or

(l) ENVIRONMENTAL DEFAULT. The Borrower or any of its
Subsidiaries shall be the subject of any proceeding or investigation
pertaining to the release by Borrower or any of its Subsidiaries, or any
other Person of any toxic or hazardous waste or substance into the
environment, or any violation of any Environmental Law, which, in either
case, would reasonably be expected to have a Material Adverse Effect.

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immediately due and payable without presentment, demand, protest or notice of
any kind, all of which are hereby expressly waived by Borrower; (C) exercise
on behalf of itself and the Lenders all rights and remedies available to it
and the Lenders under the Loan Documents or applicable law and (D) terminate
any Letter of Credit which may be terminated in accordance with its terms,
(iv) direct Borrower to pay (and Borrower agrees that upon receipt of such
notice, or upon the occurrence of any Event of Default specified in SECTION
9.1(e) or SECTION 9.1(f) with respect to Borrower it will pay) to Agent such
additional amount of cash, to be held as security by Agent, as is equal to
the aggregate Stated Amount of all Letters of Credit issued for the account
of Borrower and its subsidiaries and then outstanding, PROVIDED, HOWEVER,
that if an Event of Default specified in paragraph (g) or (h) of this Section
shall occur, the result which would occur upon the giving of notice by Agent
to Borrower, as specified in clauses (A) or (B) above, shall occur
automatically without the giving of any such notice. Promptly following the
making of any such declaration, Agent shall give notice thereof to Borrower
and each Lender, but failure to notify any Person shall not impair the effect
of such declaration.

9.2 RESCISSION OF ACCELERATION. Anything in SECTION 9.1 to the
contrary notwithstanding, Agent shall, at the request of the Majority
Lenders, rescind and annul any acceleration of the Notes under this Agreement
by written instrument filed with Borrower; PROVIDED, HOWEVER, that at the
time such acceleration is so rescinded and annulled:

(i) all past due interest and principal, if any, on the Notes and
all other sums payable under this Agreement (except any principal and
interest on any Notes which has become due and payable solely by reason of
such acceleration) shall have been duly paid, and

(ii) no other Event of Default or Unmatured Event of Default shall
have occurred and be continuing which shall not have been waived in
accordance with this Agreement.

9.3 RIGHTS NOT EXCLUSIVE. The rights provided for in this Agreement
and the other Loan Documents are cumulative and are not exclusive of any
other rights, powers, privileges or remedies provided by law or in equity, or
under any other instrument, document or agreement now existing or hereafter
arising.

ARTICLE X.
AGENT

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Loan Document, together with such powers as are reasonably incidental thereto
(including, without limitation, to give notices and take such actions on
behalf of the Majority Lenders as are consented to in writing by the Majority
Lenders). Agent may perform any of its duties hereunder, or under the other
Loan Documents, by or through its agents or employees.

10.2 NATURE OF DUTIES. Agent shall have no duties or responsibilities
except those expressly set forth in this Agreement. The duties of Agent
shall be mechanical and administrative in nature. EACH LENDER HEREBY
ACKNOWLEDGES AND AGREES THAT AGENT SHALL NOT HAVE, BY REASON OF THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT, A FIDUCIARY RELATIONSHIP TO OR IN
RESPECT OF ANY LENDER. Nothing in any of the Loan Documents, expressed or
implied, is intended to or shall be so construed as to impose upon Agent any
obligations in respect of any of the Loan Documents except as expressly set
forth herein or therein. Each Lender shall make its own independent
investigation of the financial condition and affairs of Borrower in
connection with the making and the continuance of the Loans hereunder and
shall make its own appraisal of the credit worthiness of Borrower, and Agent
shall have no duty or responsibility, either initially or on a continuing
basis, to provide any lender with any credit or other information with
respect thereto, whether coming into its possession before making of the
Loans or at any time or times thereafter. Agent will promptly notify each
Lender at any time that the Majority Lenders have instructed it to act or
refrain from acting pursuant to Article IX.

10.3 LIABILITY OF AGENT. Agent, its Affiliates, or any of their
respective officers, directors, employees, agents, affiliates or
attorneys-in-fact (collectively, the "Agent-Related Persons") shall not (i)
be liable to any of the Lenders for any action taken or omitted to be taken
by any of them under or in connection with this Agreement or any other Loan
Document (except for their own gross negligence or willful misconduct), or
(ii) be responsible in any manner to any of the Lenders for any recital,
statement, representation or warranty made by Borrower or Affiliate of
Borrower, or any officer thereof, contained in this Agreement or in any other
Loan Document, or in any certificate, report, statement or other document
referred to or provided for in, or received by Agent, or the Documentation
Agent under or in connection with, this Agreement or any other Loan Document,
or the execution, validity, effectiveness, genuineness, enforceability,
collectibility or sufficiency of this Agreement or any other Loan Document,
or for any failure of Borrower to perform its obligations hereunder or
thereunder. No Agent-Related Person shall be under any obligation to any
Lender to ascertain or to inquire as to the observance or performance of any
of the terms or provisions contained in, or conditions of, this Agreement or
any other Loan Document, or the financial condition of Borrower, or the
existence or possible existence of any Unmatured Event of Default or Event of
Default unless requested to do so by the Majority Lenders, or to inspect the
properties, books or records of Borrower or any of its Subsidiaries or
Affiliates.

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10.4 RELIANCE BY AGENT.

(a) The Lenders agree that Agent shall be entitled to rely, and
shall be fully protected in relying, upon any writing, resolution, notice,
consent, certificate, affidavit, letter, telegram, facsimile, telex or
telephone message, statement 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
counsel to Borrower), independent accountants and other experts selected by
Agent. Agent may at any time request instructions from the Lenders with
respect to actions or approvals (including the failure to act or approve)
which by the terms of any of the Loan Documents Agent is permitted or
required to take or to grant. The Lenders agree that Agent shall be fully
justified in failing or refusing to take any action under this Agreement or
any other Loan Document unless it shall first receive such advice or
concurrence of the Majority Lenders as it deems appropriate and, if it so
requests, 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 Lenders agree
that Agent shall in all cases be fully protected in acting, or in refraining
from acting, under this Agreement or any other Loan Document in accordance
with a request or consent of the Majority Lenders and such request or consent
and any action taken or failure to act pursuant thereto shall be binding upon
all of the Lenders.

(b) For purposes of determining compliance with the conditions
specified in SECTIONS 6.1 and 6.2, each Lender that has executed this
Agreement shall be deemed to have consented to, approved or accepted or to be
satisfied with each document or other matter required thereunder to be
consented to or approved by or acceptable or satisfactory to the Lender,
unless an officer of Agent, responsible for the transactions contemplated by
the Loan Documents shall have received notice from the Lender prior to the
initial Borrowing specifying in reasonable detail its objection thereto and
either such objection shall not have been withdrawn by notice to Agent to
that effect, or the Lender shall not have made available to Agent the
Lender's ratable portion of such Borrowing.

10.5 NOTICE OF DEFAULT. Agent shall not be deemed to have knowledge or
notice of the occurrence of any Event of Default or Unmatured Event of
Default, except with respect to defaults in the payment of principal,
interest and fees required to be paid to Agent for the account of the
Lenders, unless Agent shall have received written notice from a Lender or
Borrower referring to this Agreement, describing such Event or Default or
Unmatured Event of Default and stating that such notice is a "notice of
default". In the event that Agent receives such a notice, Agent shall give
notice thereof to the Lenders. Agent shall take such action with respect to
such Event of Default or Unmatured Event of Default as shall be requested by
the Majority Lenders in accordance with Article IX; PROVIDED, HOWEVER, that
unless and until Agent shall have received any such request, Agent may (but
shall not be obligated to) take such action, or refrain from taking such
action, with respect to such Event of Default or Unmatured Event of Default
as it shall deem advisable or in the best interest of the Lenders.

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10.6 CREDIT DECISION. Each Lender expressly acknowledges that none of
the Agent-Related Persons has made any representation or warranty to it and
that no act by any Agent, hereinafter taken, including any review of the
affairs of Borrower and its Subsidiaries shall be deemed to constitute any
representation or warranty by such Agent to any Lender. Each Lender
represents to Agent that it has, independently and without reliance upon
Agent and based on such documents and information as it has deemed
appropriate, made its own appraisal of and investigation into the business,
prospects, operations, property, financial and other condition and
creditworthiness of Borrower and its Subsidiaries, and all applicable bank
regulatory laws relating to the transactions contemplated thereby, and made
its own decision to enter into this Agreement and extend credit to Borrower
hereunder. Each Lender also represents that it will, independently and
without reliance upon Agent, 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 this
Agreement and the other Loan Documents, and to make such investigations as it
deems necessary to inform itself as to the business, prospects, operations,
property, financial and other condition and creditworthiness of Borrower or
its Subsidiaries. Except for notices, reports and other documents expressly
herein required to be furnished to the Lenders by Agent, Agent shall not have
any duty or responsibility to provide any Lender with any credit or other
information concerning the business, prospects, operations, property,
financial and other condition or creditworthiness of Borrower which may come
into the possession of any of the Agent-Related Persons.

10.7 INDEMNIFICATION. The Lenders shall indemnify upon demand the
Agent-Related Persons (to the extent not reimbursed by or on behalf of
Borrower and without limiting the obligation of Borrower to do so), ratably
according to each Lender's Commitment Percentage from and against any and all
liabilities, obligations, losses, damages, claims, penalties, actions,
judgments, suits, costs, and reasonable expenses and disbursements of any
kind whatsoever which may at any time (including at any time following the
repayment of the Loans) be imposed on, incurred by or asserted against any
such Person any way relating to or arising out of this Agreement or any
document contemplated by or referred to herein or therein or the transactions
contemplated hereby or thereby or any action taken or omitted by any such
Person under or in connection with any of the foregoing; PROVIDED, HOWEVER,
that no Lender shall be liable for the payment to the Agent-Related Persons
of any portion of such liabilities, obligations, losses, damages, claims,
penalties, actions, judgments, suits, costs, expenses or disbursements
resulting from such Person's gross negligence or willful misconduct. Without
limitation of the foregoing, each Lender shall reimburse Agent upon demand
for its ratable share of any reasonable costs or out-of-pocket expenses
(including Attorney Costs) incurred by Agent in connection with the
preparation, execution, delivery, administration, modification, amendment or
enforcement (whether through negotiations, legal proceedings or otherwise)
of, or legal advice in respect of rights or responsibilities under, this
Agreement, any other Loan Document, or any document contemplated by or
referred to herein to the extent that Agent is not reimbursed for such
expenses by or on behalf of Borrower. Without limiting the generality of the
foregoing, if the IRS or any authority of the U.S. or other jurisdiction
asserts a claim that Agent did not properly withhold tax from amounts paid to
or for the account of any Lender (because the appropriate form was not

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delivered, was not properly executed, or because such Lender failed to notify
Agent of a change in circumstances which rendered the exemption from, or
reduction of, withholding tax ineffective, or for any other reason) such
Lender shall indemnify Agent fully for all amounts paid, directly or
indirectly, by Agent as tax or otherwise, including penalties and interest,
and including any taxes imposed by any jurisdiction on the amounts payable to
Agent under this SECTION 10.7, together with all Attorney Costs. The
obligation of the Lenders in this SECTION 10.7 shall survive the payment of
all Obligations hereunder and termination of the Agreement.

10.8 AGENT IN INDIVIDUAL CAPACITY. Agent and its Affiliates may make
loans to, issue letters of credit for the account of, accept deposits from,
acquire equity interests in and generally engage in any kind of banking,
trust, financial advisory or other business with Borrower and its
Subsidiaries and Affiliates as though Agent were not Agent hereunder and
without notice to the Lenders. With respect to its Loans, Agent shall have
the same rights and powers under this Agreement as any other Lender and may
exercise the same as though it were not Agent hereunder or under any other
Loan Document, including, without limitation, the acceptance of fees or other
consideration for services without having to account for the same to any of
the Lenders. The terms "Lender" and "Lenders" shall include BT in its
individual capacity.

10.9 RESIGNATION BY AGENT.

(a) Agent may resign from the performance of all its functions
and duties hereunder at any time by giving fifteen (15) Business Days' prior
written notice to Borrower and the Lenders. Such resignation shall take
effect upon the acceptance by a successor Agent of appointment pursuant to
clauses (b) and (c) below or as otherwise provided below.

(b) Upon any such notice of resignation, the Majority Lenders
shall appoint a successor Agent who shall (unless an Event of Default has
occurred and is continuing) be satisfactory to Borrower and shall be an
incorporated bank or trust company.

(c) If a successor Agent shall not have been so appointed
within said 15 Business Day period, Agent, with the consent of Borrower,
shall then appoint a successor Agent who shall serve as Agent until such
time, if any, as the Majority Lenders, with the consent of Borrower, appoint
a successor Agent as provided above.

(d) If no successor Agent has been appointed pursuant to clause
(b) or (c) by the 20th Business Day after the date such notice of resignation
was given by Agent, Agent's resignation shall become effective and the
Majority Lenders shall thereafter perform all the duties of Agent hereunder
until such time, if any, as the Majority Lenders, with the consent of
Borrower, appoint a successor Agent as provided above.

(e) Upon the effective date of such resignation, only such
successor Agent shall succeed to all the rights, powers and duties of the
retiring Agent and the term "Agent" shall mean such successor agent and the
retiring Agent's rights, powers and duties in such capacity shall be

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terminated. After any retiring Agent resigns hereunder as Agent the
provisions of this Article X and SECTION 11.4 shall inure to their respective
benefit as to any actions taken or omitted to be taken by it while it was
Agent under this Agreement; except with respect to indemnification provisions
under this Agreement which shall survive as to such resigning Agent.

10.10 DOCUMENTATION AGENT. The designation of NBD Bank as Documentation
Agent shall not impose upon it any obligation or liability to the Borrower or
any Lender.

ARTICLE XI.
MISCELLANEOUS

11.1 NO WAIVER; MODIFICATIONS IN WRITING. (a) No failure or
delay on the part of Agent or any Lender in exercising any right, power or
remedy under this Agreement shall operate as a waiver thereof, nor shall any
single or partial exercise of any such right, power or remedy preclude any
other or further exercise thereof or the exercise of any other right, power
or remedy. The remedies provided for in this Agreement are cumulative and are
not exclusive of any remedies that may be available to any Agent or any
Lender at law or in equity or otherwise. No amendment, modification,
supplement, termination or waiver of or to any provision of this Agreement or
any Revolving Note, nor consent to any departure by Borrower therefrom, shall
be effective unless the same shall be consented to by or on behalf of
Borrower and the Majority Lenders; PROVIDED, HOWEVER, that the consent of
each Lender (other than a Defaulting Lender) affected thereby shall be
required to effect any amendment, modification, supplement, termination,
waiver or consent, as the case may be (any of the foregoing, a
"Modification"), which has the effect of

(i) reducing the aggregate principal amount of, or interest rate
on, any of the Revolving Notes or releasing any Subsidiary Guarantor (other
than as a result of a transaction permitted by SECTION 8.4 or an Asset
Disposition made in accordance with the terms of this Agreement) or
reducing the aggregate amount of any fees provided for in this Agreement,
except that any Modification that has the effect of reducing the aggregate
amount of any fees payable to Agent for its own account shall require only
the consent of Agent;

(ii) extending the stated final maturity of any of the Revolving
Commitments or the Revolving Notes or the date of any portion of any
payment of principal of, or interest or fees in respect of, any of the
Revolving Commitments or the Revolving Notes (other than by way of (a)
Modification of any provision for, or having the effect of requiring, any
mandatory prepayment of any portion of any Loan, or (b) Modification or
waiver of any Event of Default (other than an Event of Default described in
SECTION 9.1(a)(i), 9.1(g) or 9.1(h)) or Unmatured Event of Default); or

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(iii) changing this proviso or the first sentence of SECTION
11.9(a), reducing the percentage specified in the definition of the term
"Majority Lenders", or (except in connection with a permitted assignment by
any Lender under this Agreement) the definition of the terms "Revolving
Commitment" or "Commitment Percentage" (it being understood with respect to
all of the foregoing that, with the consent of the Majority Lenders,
additional extensions of credit pursuant to this Agreement may be included
in the determination of the Majority Lenders on substantially the same
basis as the extensions of Revolving Commitments are included in such
determination on the date hereof);

PROVIDED, FURTHER, that the consent of Agent shall be required to effect any
Modification that has the effect of (x) increasing the duties or obligations
of Agent, (y) increasing the standard of care or performance required on the
part of Agent, or (z) reducing or eliminating the indemnities, exculpations
or immunities to which Agent is entitled.

Any Modification of or to any provision of this Agreement shall be
effective only in the specific instance and for the specific purpose for
which made or given and only if in writing. Except where notice is
specifically required by this Agreement, no notice to or demand on Borrower
or any other Person in any case shall entitle Borrower or such other Person
to any other or further notice or demand in similar or other circumstances.

(b) If, in connection with any proposed amendment, change,
supplement, waiver, discharge or termination to any of the provisions of this
Agreement as contemplated by clauses (a)(i) through (iii), inclusive, of the
first proviso to the third sentence of SECTION (a), the consent of the
Majority Lenders is obtained but the consent of one or more of such other
Lenders whose consent is required is not obtained, then Borrower shall have
the right, so long as all non-consenting Lenders whose individual consent is
required are treated as described in either clauses (A) or (B) below, to
either (A) replace each such non-consenting Lender or Lenders with one or
more Replacement Lenders pursuant to SECTION 3.7 so long as at the time of
such replacement, each such Replacement Lender consents to the proposed
amendment, modification, supplement. waiver, discharge, termination or other
change or (B) terminate such non-consenting Lender's Revolving Commitment and
repay all outstanding Loans of such Lender which gave rise to the need to
obtain such Lender's consent, in accordance with SECTION 4.4(b) and/or
4.2(c); PROVIDED that, unless the Revolving Commitment terminated and Loans
repaid pursuant to the preceding clause (B) are immediately replaced in full
at such time through the addition of new Lenders or the increase of the
Commitments and/or outstanding Loans of existing Lenders (who in each case
must specifically consent thereto), then in the case of any action pursuant
to preceding clause (B) the Majority Lenders (determined before giving effect
to the proposed action) shall specifically consent thereto, PROVIDED,
FURTHER, that in any event Borrower shall not have the right to replace a
Lender, terminate its Revolving Commitment or repay its Loans solely as a
result of the exercise of such Lender's rights (and the withholding of any
required consent by such Lender) contemplated by the first proviso to this
SECTION 11.1(b).

11.2 INTENTIONALLY OMITTED.

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11.3 NOTICES, ETC. Except where telephonic instructions or notices are
authorized herein to be given, all notices, demands, instructions and other
communications required or permitted to be given to or made upon any party
hereto or any other Person shall be in writing and shall be personally
delivered or sent by registered or certified mail, postage prepaid, return
receipt requested, or by a reputable courier delivery service, or by prepaid
telex, TWX or telegram (with messenger delivery specified in the case of a
telegram), or by telecopier, and shall be deemed to be given for purposes of
this Agreement on the day received if deposited in registered or certified
mail, postage prepaid, and otherwise on the day that such writing is
delivered or sent to the intended recipient thereof, or in the case of notice
delivered by telecopy, upon completion of transmission with a copy of such
notice also being delivered under any of the methods provided above, all in
accordance with the provisions of this Section provided that any notice,
request or demand to or upon any Agent or the Lenders pursuant to SECTIONS
2.1, 2.2, 3.4 or 4.1 shall not be effective until received. Unless otherwise
specified in a notice sent or delivered in accordance with the foregoing
provisions of this Section, notices, demands, instructions and other
communications in writing shall be given to or made upon the respective
parties hereto at their respective addresses (or to their respective telex,
TWX or telecopier numbers) indicated on Schedule 11.3 hereto or in any
applicable Assignment and Assumption Agreement and, in the case of telephonic
instructions or notices, by calling the telephone number or numbers indicated
for such party on Schedule 11.3 hereto or in any applicable Assignment and
Assumption Agreement (in each case as such may be modified from time to time
by notice hereunder).

11.4 COSTS, EXPENSES AND TAXES; INDEMNITY.

(a) GENERALLY. Borrower agrees (without duplication) to pay
promptly upon written request by Agent, which shall include reasonable detail
(i) all reasonable costs and expenses in connection with the negotiation,
preparation, printing, typing, reproduction, execution and delivery of this
Agreement and the other Loan Documents and the documents and instruments
referred to herein and therein and any amendment, waiver, consent relating
hereto or thereto or other modifications of (or supplements to) any of the
foregoing and any and all other documents and instruments furnished pursuant
hereto or thereto or in connection herewith or therewith, including without
limitation, the reasonable fees and out-of-pocket expenses of Winston &
Strawn, special counsel to Agent, and any local counsel retained by Agent
relative thereto, other Attorney Costs, independent public accountants and
other outside experts retained by Agent in connection with the administration
of this Agreement and the other Loan Documents, and (ii) all reasonable costs
and expenses (including, without limitation, Attorney Costs), if any, paid by
Agent or Lender in connection with the enforcement of this Agreement, any of
the Loan Documents or any other agreement furnished by Borrower or any of its
Subsidiaries pursuant hereto or thereto or in connection herewith or
therewith. In addition, Borrower shall pay any and all present and future
stamp, transfer excise and other similar taxes payable or determined to be
payable in connection with the execution and delivery of this Agreement, any
Loan Document, or the making of any Loan, and each agrees to save and hold
Agent and each Lender harmless from and against any and all liabilities with
respect to or resulting from any delay by Borrower in paying, or omission by
Borrower to pay,

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such taxes. Any portion of the foregoing fees, costs and expenses which
remains unpaid more than thirty (30) days following Agent's or any Lender's
statement and request for payment thereof shall bear interest from the date
of such statement and request to the date of payment at the Default Rate.

(b) INDEMNIFICATION. Borrower will indemnify and hold harmless
Agent and each Lender and each director, officer, employee, agent and
Affiliate of each Agent and each Lender (collectively, the "Indemnified
Persons") from and against all losses, claims, damages, penalties, causes of
action, obligations, costs, expenses or liabilities (including, without
limitation, Attorney Costs and reasonable expenses, consultant fees and
investigation fees) (collectively, "Expenses") to which such Indemnified
Person shall become subject, insofar as such Expenses (or actions, suits or
proceedings, including, without limitation, any inquiry or investigation or
claim in respect thereof, whether or not any Indemnified Person is named as a
party) arise out of, in any way relate to, or result from the transactions
contemplated by this Agreement and to reimburse each Indemnified Person upon
its written demand showing reasonable detail, for any legal or other expenses
incurred in connection with investigating, preparing to defend or defending
any such loss, claim, damage, liability, action or claim; PROVIDED, HOWEVER,
that Borrower shall have no obligation to an Indemnified Person hereunder
with respect to indemnified liabilities arising from the gross negligence or
willful misconduct of any such Indemnified Person or for any loss, claim,
damage, liability, action or claim incurred by any Lender hereunder resulting
solely from the gross negligence or willful misconduct of another Lender; and
PROVIDED, FURTHER, HOWEVER, that no Indemnified Person may settle any such
action, suit or proceeding without the consent of Borrower which consent
shall not be unreasonably withheld or delayed. If an action, suit or
proceeding arising from any of the foregoing is brought against any
Indemnified Person, Borrower shall, if requested by such Indemnified Person,
resist and defend at its own expense such action, suit or proceeding or cause
the same to be resisted and defended by counsel reasonably satisfactory to
such Indemnified Person. Each Indemnified Person shall have the right to
employ its own counsel to investigate and control the defense of any matter
covered by such indemnity and the reasonable fees and expenses of such
counsel shall be at the expense of the indemnifying party, PROVIDED, HOWEVER,
that in any one action or separate but similar or related actions in the same
jurisdiction arising out of the same general allegations or circumstances,
Borrower shall not be liable for fees and expenses of more than one counsel
(in addition to any local counsel), which counsel shall be designated by the
Agent PROVIDED, FURTHER, HOWEVER, each Indemnified Person shall have the
right to employ separate counsel in any such inquiry, action, claim or
proceeding and to control the defense thereof, and the reasonable fees and
expenses of such counsel shall be at the expense of the Borrower if (i)
Borrower shall have agreed in writing to pay such fees and expenses or (ii)
such Indemnified Person shall have notified Borrower that it has been advised
by counsel that there may be one or more legal defenses available to such
Indemnified Person that are different from or additional to those available
to the other Indemnified Persons and that such common representation would
adversely impact the adequacy of the proposed representation. If Borrower
shall fail to do, or cause to be done, any act or thing which it has
covenanted to do or cause to be done under this Agreement or any
representation or warranty on the part of Borrower contained in any Loan
Document shall be breached, Agent may (but shall not be obligated to) do the
same or cause it to be done or remedy any such breach, and may expend its own
funds for such purpose,

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and will use its best efforts to give prompt written notice to Borrower that
it proposes to take such action; PROVIDED, HOWEVER, that any failure by Agent
to do any such act or thing or give any such notice shall not relieve
Borrower of any such obligations and shall not impose or result in the
imposition of any liability on Agent or any Lender. Any and all amounts so
expended by Agent shall be due and payable by Borrower promptly upon Agent's
written demand therefor, together with interest thereon at a rate per annum
equal to the Default Rate during the period from and including the date so
demanded by Agent to the date of repayment. To the extent that the
undertaking to indemnify, pay or hold harmless Agent or Lender as set forth
in this SECTION 11.4 may be unenforceable because it is violative of any law
or public policy, Borrower shall make the maximum contribution to the payment
and satisfaction of each of the indemnified liabilities which is permissible
under applicable law.

(c) If any sum due from Borrower under this Agreement or any
order or judgment given or made in relation hereto has to be converted from
the currency (the "FIRST CURRENCY") in which the same is payable hereunder or
under such order or judgment into another currency (the "SECOND CURRENCY")
for the purpose of (i) making or filing a claim or proof against Borrower
with any Governmental Authority or in any court or tribunal, or (ii)
enforcing any order or judgment given or made in relation hereto, Borrower
shall indemnify and hold harmless each of the Persons to whom such sum is due
from and against any loss actually suffered as a result of any discrepancy
between (a) the rate of exchange used to convert the amount in question from
the first currency into the second currency, and (b) the rate or rates of
exchange at which such Person, acting in good faith in a commercially
reasonable and prompt manner, purchased the first currency with the second
currency after receipt of a sum paid to it in the second currency in
satisfaction, in whole or in part, of any such order, judgment, claim or
proof. The foregoing indemnity shall constitute a separate obligation of
Borrower distinct from its other obligations hereunder and shall survive the
giving or making of any judgment or order in relation to all or any of such
other obligations.

(d) The obligations of Borrower under this Section and the
other indemnification obligations of the Borrower under this Agreement shall
be effective and binding on Borrower irrespective of whether any Loans are
made and shall survive (i) the termination of this Agreement and the
discharge of Borrower's other obligations hereunder and under the Notes and
(ii) the assignment by any Lender of any of its interests herein pursuant to
SECTION 11.9(c) with respect to any acts, omissions and/or events occurring
or arising prior to the Effective Date of such assignment.

(e) Nothing contained in this Section shall be deemed to limit
or reduce any indemnity in favor of any Agent or any Lender contained in any
other Loan Document or agreement.

11.5 CONFIRMATIONS. Each of Borrower and each holder of a Note agrees,
from time to time, upon written request received by it from the other, to
confirm to the other in writing (with a copy of each such confirmation to
Agent) the aggregate unpaid principal amount of the Loans then outstanding
under such Note.

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11.6 TRANSFER OF NOTES. In the event that the holder of any Revolving
Note (including any Lender) shall transfer such Note, it shall immediately
advise Agent and Borrower of such transfer, and Agent and Borrower shall be
entitled conclusively to assume that no transfer of any Note has been made by
any holder (including any Lender) unless and until Agent and Borrower shall
have received written notice to the contrary. Each transferee of any Note
shall take such Note subject to the provisions of this Agreement and to any
Modification or other action taken under this Agreement prior to the receipt
by Agent and Borrower of written notice of such transfer by each previous
holder of such Note and, except as expressly otherwise provided in such
notice, Agent and Borrower shall be entitled conclusively to assume that the
transferee named in such notice shall thereafter be vested with all rights
and powers under this Agreement with respect to the Loans of the Lender named
as the payee of the Note which is the subject of such transfer.

11.7 ADJUSTMENTS; SETOFF.

(a) If, other than as expressly set forth elsewhere herein, any
Lender shall obtain on account of the Committed Loans made by it any payment
(whether voluntary, involuntary, through the exercise of any right of setoff,
or otherwise) in excess of its Commitment Percentage of payments on account
of the Committed Loans obtained by all the Lenders, such Lender shall
forthwith (x) notify Agent of such fact, and (y) purchase from the other
Lenders such participations in the Committed Loans made by them as shall be
necessary to cause such purchasing Lender to share the excess payment ratably
with each of them; PROVIDED, HOWEVER, that if all or any portion of such
excess payment is thereafter recovered from the purchasing Lender, such
purchase shall to that extent be rescinded and each other Lender shall repay
to the purchasing Lender the purchase price paid thereto together with an
amount equal to such paying Lender's Commitment Percentage (according to the
proportion of (i) the amount of such paying Lender's required repayment to
(ii) the total amount so recovered from the purchasing Lender, of any
interest or other amount paid or payable by the purchasing Lender in respect
of the total amount so recovered. Agent will keep records (which shall be
conclusive and binding in the absence of demonstrable error), of
participations purchased pursuant to this SECTION 11.7 and will in each case
promptly notify the Lenders and Borrower following any such purchases. Any
payments received after the Lenders have taken action pursuant to this
SECTION 11.7 shall be allocated ratably among the Revolving Loans and the
Swing Line Loans of all the Lenders.

(b) Borrower agrees that any Lender so purchasing a
participation from another Lender pursuant to this SECTION 11.7 may, to the
fullest extent permitted by law, exercise all its rights of payment
(including the right of setoff, but subject to SECTION 11.7(d)) with respect
to such participation as fully as if such Lender were the direct creditor of
Borrower in the amount of such participation.

(c) Nothing herein shall require any Lender to exercise any
right of setoff or similar rights or shall affect the right of any Lender to
exercise, and retain the benefits of exercising, any such right with respect
to any other Indebtedness or obligation of Borrower.

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(d) In addition to any rights and remedies of the Lenders
provided by law, each Lender shall have the right, without prior notice to
Borrower or any other Person, any such notice being expressly waived by
Borrower, upon the occurrence of an Event of Default to setoff and apply
against any Obligations 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, whether matured or unmatured, of Borrower
to such Lender, any amount owing from such Lender or any branch or agency
thereof to or for the credit or account of Borrower, at or at any time after,
the happening of any of the above-mentioned events, and the aforesaid right
of setoff may be exercised by such Lender against Borrower or against any
trustee in bankruptcy, debtor in possession, assignee for the benefit of
creditors, receivers, or execution, judgment or attachment creditor of
Borrower, or against anyone else claiming through or against, Borrower or
such trustee in bankruptcy, debtor in possession, assignee for the benefit of
creditors, receivers, or execution, judgment or attachment creditor,
notwithstanding the fact that such right of setoff shall not have been
exercised by such Lender prior to the making, filing or issuance, or service
upon such Lender of, or of notice of, any such petition, assignment for the
benefit of creditors, appointment or application for the appointment of a
receiver, or issuance of execution, subpoena, order or warrant. Each Lender
agrees promptly to notify Borrower and Agent after any such setoff and
application made by such Lender; PROVIDED, HOWEVER, that the failure to give
such notice shall not affect the validity of such setoff and application.

(e) Borrower expressly agrees that to the extent Borrower makes
a payment or payments and such payment or payments, or any part thereof, are
subsequently invalidated, declared to be fraudulent or preferential, set
aside or are required to be repaid to a trustee, receiver, or any other party
under any bankruptcy act, state or federal law, common law or equitable
cause, then to the extent of such payment or repayment, the Indebtedness to
the Lenders or part thereof intended to be satisfied shall be revived and
continued in full force and effect as if said payment or payments had not
been made.

11.8 EXECUTION IN COUNTERPARTS. This Agreement may be executed in any
number of counterparts and by the different parties hereto on separate
counterparts, each of which counterparts, when so executed and delivered,
shall be deemed to be an original and all of which counterparts, taken
together, shall constitute but one and the same Agreement and it shall not be
necessary in making proof of this Agreement to produce more than one such
counterpart or counterparts bearing the signatures of all of the parties
thereto.

11.9 BINDING EFFECT; ASSIGNMENT; ADDITION AND SUBSTITUTION OF LENDERS.

(a) This Agreement shall be binding upon, and inure to the
benefit of, Borrower, Agent, the Lenders, all future holders of the Notes and
their respective successors and assigns; PROVIDED, HOWEVER, that Borrower may
not assign its rights or obligations hereunder or in connection herewith or
any interest herein (voluntarily, by operation of law or otherwise) without
the prior written consent of Agent and all of the Lenders.

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(b) Each Lender may at any time sell to one or more banks or
other entities ("PARTICIPANTS") participating interests in all or any portion
of its Revolving Commitment and Loans or participation in Letters of Credit
or any other interest of such Lender hereunder (in respect of any Lender, its
"CREDIT EXPOSURE"). In the event of any such sale by a Lender of
participating interests to a Participant, such Lender's obligations under
this Agreement shall remain unchanged, such Lender shall remain solely
responsible for the performance thereof, and Borrower and Agent shall
continue to deal solely and directly with such Lender in connection with such
Lender's rights and obligations under this Agreement. Borrower agrees that
if amounts outstanding under this Agreement or any of the Loan Documents are
due or unpaid, or shall have been declared or shall have become due and
payable upon the occurrence of an Event of Default, each Participant shall be
deemed to have the right of setoff in respect of its participating interest
in amounts owing under this Agreement and the Loan Documents to the same
extent as if the amount of its participating interest were owing directly to
it as a Lender under this Agreement or any other Loan Document, PROVIDED,
HOWEVER, that such right of setoff shall be subject to the obligation of
such Participant to share with the Lenders, and the Lenders agree to share
with such Participant, as provided in SECTION 12.6. Borrower also agrees
that each Participant shall be entitled to the benefits of SECTION 3.6 and
4.7 with respect to its participation in the Loans outstanding from time to
time. Each Lender agrees that any agreement between such Lender and any such
Participant in respect of such participating interest shall not restrict such
Lender's right to approve or agree to any amendment, change, supplement
waiver of, discharge or termination to any of the provisions of this
Agreement or any of the Loan Documents except to the extent that any of the
forgoing would (i) extend the final scheduled maturity of any Loan or Note in
which such participant is participating beyond the Termination Date, or
reduce the rate or extend the time of payment of interest or fees on any such
Loan or Note (except in connection with a waiver of applicability of any
post-default increase in interest rates) or reduce the principal amount
thereof, or increase the amount of the participant's participation over the
amount thereof then in effect (it being understood that waivers or
modifications of conditions precedent, covenants, Events of Default or
Unmatured Events of Default or of a mandatory reduction in Commitments shall
not constitute a change in the terms of such participation, and that an
increase in any Revolving Commitment or Loan shall be permitted without the
consent of any participant if the participant's participation is not
increased as a result thereof) or (ii) consent to the assignment or transfer
by Borrower of any of its rights and obligations under this Agreement.

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written notice thereof by such transferor Lender to Agent and the recording
by Agent of such assignment and the resulting effect upon the Loans and
Revolving Commitment of the assigning Lender and the Assignee, the Assignee
shall have, to the extent of such assignment, the same rights and benefits as
it would have if it were a Lender hereunder and the holder of the Obligations
(provided that Borrower and Agent shall be entitled to continue to deal
solely and directly with the assignor Lender in connection with the interests
so assigned to the Assignee until written notice of such assignment, together
with payment instructions, addresses and related information with respect to
the Assignee, shall have been given to Borrower and Agent by the assignor
Lender and the Assignee) and, if the Assignee has expressly assumed, for the
benefit of Borrower, some or all of the transferor Lender's obligations
hereunder, such transferor Lender shall be relieved of its obligations
hereunder to the extent of such assignment and assumption, and except as
described above, no further consent or action by Borrower, the Lenders or
Agent shall be required. At the time of each assignment pursuant to this
SECTION 12.8(c) to a Person which is not already a Lender hereunder and which
is not a United States person (as such term is defined in Section 7701(a)(30)
of the Code) United States Federal income tax purposes, the respective
Assignee shall provide to Borrower and Agent the appropriate IRS Forms (and,
if applicable a Section 4.7(d)(ii) Certificate) described in SECTION 4.7(d).
Each Assignee shall take such Credit Exposure subject to the provisions of
this Agreement and to any request made, waiver or consent given or other
action taken hereunder, prior to the receipt by Agent and Borrower of written
notice of such transfer, by each previous holder of such Credit Exposure.
Such Assignment and Assumption Agreement shall be deemed to amend this
Agreement and SCHEDULE 1.1(a) hereto, to the extent, and only to the extent,
necessary to reflect the addition of such Assignee as a Lender and the
resulting adjustment of all or a portion of the rights and obligations of
such transferor Lender under this Agreement, the Revolving Commitment, the
determination of its Commitment Percentage (rounded to twelve decimal
places), the Loans and any new Notes to be issued, at Borrower's expense, to
such Assignee, and no further consent or action by Borrower or the Lenders
shall be required to effect such amendments.

(d) Borrower authorizes each Lender to disclose to any
Participant or Assignee (each, a "TRANSFEREE") and any prospective Transferee
any and all financial information in such Lender's possession concerning
Borrower and any Subsidiary of Borrower which has been delivered to such
Lender by Borrower pursuant to this Agreement or which has been delivered to
such Lender by Borrower in connection with such Lender's credit evaluation of
Borrower prior to entering into this Agreement; PROVIDED that such Transferee
or prospective Transferee agrees in writing to treat any such information
which is not public as confidential.

(e) Notwithstanding any other provision set forth in this
Agreement, any Lender may at any time pledge or assign all or any portion of
its rights under this Agreement and the other Loan Documents (including,
without limitation, the Notes held by it) to any Federal Reserve Bank in
accordance with Regulation A of the Federal Reserve Board without notice to,
or the consent of, Borrower. No such pledge or assignment shall release the
transferor Lender from its obligations hereunder.

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11.10 CONSENT TO JURISDICTION; MUTUAL WAIVER OR JURY TRIAL.

(A) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS
AGREEMENT OR ANY OTHER CREDIT DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE
STATE OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW
YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY HEREBY
IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. EACH PARTY HEREBY
IRREVOCABLY DESIGNATES, APPOINTS AND EMPOWERS CT CORPORATION SYSTEM WITH
OFFICES ON THE DATE HEREOF AT 1633 BROADWAY, NEW YORK, NEW YORK 10019 AS ITS
DESIGNEE, APPOINTEE AND AGENT TO RECEIVE, ACCEPT AND ACKNOWLEDGE FOR AND ON
ITS BEHALF, AND IN RESPECT OF ITS PROPERTY, SERVICE OF ANY AND ALL LEGAL
PROCESS, SUMMONS, NOTICES AND DOCUMENTS WHICH MAY BE SERVED IN ANY SUCH
ACTION OR PROCEEDING. IF FOR ANY REASON SUCH DESIGNEE, APPOINTEE AND AGENT
SHALL CEASE TO BE AVAILABLE TO ACT AS SUCH, THEN SUCH PARTY SHALL DESIGNATE A
NEW DESIGNEE, APPOINTEE AND AGENT IN NEW YORK CITY ON THE TERMS AND FOR THE
PURPOSES OF THIS PROVISION SATISFACTORY TO AGENT UNDER THIS AGREEMENT. EACH
PARTY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF
THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF
COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO SUCH
PARTY, AT ITS ADDRESS SET FORTH OPPOSITE ITS SIGNATURE BELOW. NOTHING
HEREIN SHALL AFFECT THE RIGHT OF ANY PARTY UNDER THIS AGREEMENT TO SERVE
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS
OR OTHERWISE PROCEED AGAINST ANY PARTY IN ANY OTHER JURISDICTION.

(B) EACH PARTY HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT
MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID
ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT BROUGHT IN THE COURTS REFERRED TO IN CLAUSE (A) ABOVE
AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY
SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS
BEEN BROUGHT IN AN INCONVENIENT FORUM.

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RELATING TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY.

11.11 GOVERNING LAW. THIS AGREEMENT AND EACH NOTE SHALL BE DEEMED TO BE
A CONTRACT MADE UNDER THE INTERNAL LAWS OF THE STATE OF NEW YORK, AND FOR ALL
PURPOSES SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH
SUCH LAWS OF SAID STATE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

11.12 REGISTRY. Borrower hereby designates Agent to serve as Borrower's
agent, solely for purposes of this SECTION 11.12 to maintain a register (the
"REGISTER") on which it will record the Commitment from time to time of each
of the Lenders, the Loans made by each of the Lenders and each repayment in
respect of the principal amount of the Loans of each Lender. Failure to make
any such recordation, or any error in such recordation shall not affect
Borrower's obligations in respect of such Loans. With respect to any Lender,
the transfer of the Commitments of such Lender and the rights to the
principal of, and interest on, any Loan made pursuant to such Commitment
shall not be effective until such transfer is recorded on the Register
maintained by Agent with respect to ownership of such Commitment and Loans
and prior to such recordation all amounts owing to the transferor with
respect to such Commitments and Loans shall remain owing to the transferor.
The registration of assignment or transfer of all or part of any Commitment
and Loans shall be recorded by Agent on the Register only upon the acceptance
by Agent of a properly executed and delivered Assignment and Assumption
Agreement pursuant to SECTION 11.9. Coincident with the delivery of such an
Assignment and Assumption Agreement to Agent for acceptance and registration
of assignment or transfer of all or part of a Loan, or as soon thereafter as
practicable, the assigning or transferor Lender shall surrender the Note
evidencing such Loan, and thereupon one or more new Notes in the same
aggregate principal amount then owing to such assignor or transferor Lender
shall be issued to the assigning or transferor Lender and/or the new Lender.
Borrower agrees to indemnify Agent from and against any and all losses,
claims, damages and liabilities of whatsoever nature which may be imposed on,
asserted against or incurred by Agent in performing its duties under this
SECTION 11.12 except for those resulting solely from Agent's willful
misconduct and/or gross negligence in the performance of such duties.

11.13 SEVERABILITY OF PROVISIONS. Any provision of this Agreement that
is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or
affecting the validity or enforceability of such provision in any other
jurisdiction.

11.14 HEADINGS. The Table of Contents and Article, Section and Section
headings used in this Agreement are for convenience of reference only and
shall not affect the construction of this Agreement.

11.15 INDEPENDENT NATURE OF LENDERS' RIGHTS. The amounts payable at any
time under this Agreement to each Agent and each Lender shall be separate and
independent debts; each

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Lender shall be entitled to protect and enforce its rights arising out of this
Agreement; and it shall not be necessary for any Agent or any other Lender to be
joined as an additional party in any proceeding for such purpose.

11.16 SURVIVAL OF REPRESENTATIONS. Unless a longer period is provided
herein, all covenants, agreements and representations in this Agreement shall
survive the making by the Lenders of the Loans and the execution and delivery
to Agent for the account of the Lenders of the Notes evidencing the Loans,
regardless of any investigation made by any Agent or the Lenders and of the
Agent's and the Lenders' access to any information, and shall continue in
full force and effect until the final and indefeasible payment in full of the
Notes and all of Borrower's obligations under this Agreement and the
termination of the Revolving Commitments in their entirety.

11.17 CONFIDENTIALITY. Each of the Lenders severally agrees to keep
confidential all non-public information pertaining to Borrower and its
Subsidiaries which is provided to it by any such parties in accordance with
such Lender's customary procedures for handling confidential information of
this nature and in a prudent fashion, and shall not disclose such information
to any Person except (i) to the extent such information is public when
received by such Lender or becomes public thereafter due to the act or
omission of any party other than a Lender, (ii) to the extent such
information is independently obtained from a source other than Borrower or
its Subsidiaries and such information from such source is not, to such
Lender's knowledge, subject to an obligation of confidentiality or, if such
information is subject to an obligation of confidentiality, that disclosure
of such information is permitted, (iii) to an Affiliate of such Lender,
counsel, auditors, examiners of any regulatory authority having jurisdiction
over such Lender, accountants and other consultants retained by Agent or any
Lender, (iv) in connection with any litigation or the enforcement of the
rights of any Lender or Agent under this Agreement or any other Loan
Document, (v) to the extent required by any applicable statute, rule or
regulation or court order (including , without limitation, by way of
subpoena) or pursuant to the request of any Governmental Authority having
jurisdiction over any Lender or Agent; provided, however, that in such event,
if the Lender(s) are able to do so, the Lender shall provide Borrower with
prompt notice of such requested disclosure so that Borrower may seek a
protective order or other appropriate remedy, and, in any event, the Lenders
will endeavor in good faith to provide only that portion of such information
which, in the reasonable judgment of the Lender(s), is relevant and legally
required to be provided, or (vi) to the extent disclosure to other entities
is appropriate in connection with any proposed or actual assignment or grant
of a participation by any of the Lenders of interests in this Agreement
and/or any of the other Loan Documents to such other financial institutions
(who will in turn be required to maintain confidentiality as if they were
Lenders parties to this Agreement). In no event shall Agent or any Lender be
obligated or required to return any such information or other materials
furnished by Borrower.

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have given to Agent or telephonic (confirmed in writing), written, telex or
facsimile notice (actually received) at such office or the office of Agent's
counsel that the same has been signed and mailed to it. Agent will give
Borrower and each Lender prompt written notice of the occurrence of the
Effective Date.

11.19 WAIVER OF IMMUNITIES. Subject to Section 11.10 of this Agreement,
each Lender waives, in relation to any action or proceeding arising out of or
relating to this Agreement or any Note, any sovereign immunity or other
immunity to suit or to execution or attachment to which such Lender or any of
its property may be or become entitled.

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

BMC INDUSTRIES, INC.

By: /s/ Jeffrey J. Hattara
--------------------------------------

Name: Jeffrey J. Hattara
-------------------------------------

Title: V.P. Finance & Admn. and CFO
------------------------------------

S-1

<PAGE>

BANKERS TRUST COMPANY,
individually as a Lender and as Agent

By: /s/ Robert R. Telesca
--------------------------------------

Name: Robert R. Telesca
-------------------------------------

Title: Assistant Vice President
------------------------------------

S-2

<PAGE>

NBD BANK,
individually as a Lender and as documentation agent

By: /s/ Glenn A. Currin
--------------------------------------

Name: Glenn A. Currin
-------------------------------------

Title: Vice President
------------------------------------

S-3

<PAGE>

EXHIBIT 10.2

BMC INDUSTRIES, INC.

______________________________

$250,000,000
AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF JUNE 25, 1998

______________________________

BANKERS TRUST COMPANY,
AS ADMINISTRATIVE AGENT

NBD BANK,
AS DOCUMENTATION AGENT

AND

VARIOUS LENDING INSTITUTIONS

________________________________________________________________________________

<PAGE>

TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
ARTICLE I
DEFINITIONS
1.1 Defined Terms. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
1.2 Accounting Terms, Financial Statements . . . . . . . . . . . . . . . . . 31
1.3 Other Definitional Terms . . . . . . . . . . . . . . . . . . . . . . . . 31

ARTICLE II
AMOUNT AND TERMS OF CREDIT
2.1 The Commitments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
(a) Revolving Loans . . . . . . . . . . . . . . . . . . . . . . . . . . 31
(b) Swing Line Loans. . . . . . . . . . . . . . . . . . . . . . . . . . 32
2.2 Notes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
(a) Evidence of Indebtedness. . . . . . . . . . . . . . . . . . . . . . 34
(b) Notation of Payments. . . . . . . . . . . . . . . . . . . . . . . . 35
2.3 Minimum Amount of Each Borrowing; Maximum Number of Borrowings . . . . . 35
2.4 Borrowing Options. . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
2.5 Notice of Borrowing. . . . . . . . . . . . . . . . . . . . . . . . . . . 35
2.6 Conversion or Continuation . . . . . . . . . . . . . . . . . . . . . . . 36
2.7 Disbursement of Funds; Funding Assumptions . . . . . . . . . . . . . . . 36
2.8 Pro Rata Borrowings. . . . . . . . . . . . . . . . . . . . . . . . . . . 37
2.9 Amount and Terms of Letter of Credit . . . . . . . . . . . . . . . . . . 38
(a) Letter of Credit Commitments, Terms of Letters of Credit. . . . . . 38
(b) Procedure for Issuance of Letters of Credit . . . . . . . . . . . . 39
(c) Draws upon Letters of Credit; Reimbursement Obligation. . . . . . . 39
(d) Lenders' Participation in Letters of Credit . . . . . . . . . . . . 40
(e) Fees for Letters of Credit. . . . . . . . . . . . . . . . . . . . . 40
(f) LC Obligations Unconditional. . . . . . . . . . . . . . . . . . . . 41
(g) Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . 42
(h) Stated Amount . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
(i) Increased Costs . . . . . . . . . . . . . . . . . . . . . . . . . . 43

ARTICLE III INTEREST AND FEES
3.1 Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
(a) Base Rate Loans . . . . . . . . . . . . . . . . . . . . . . . . . . 44
(b) Eurodollar Loans. . . . . . . . . . . . . . . . . . . . . . . . . . 44
(c) Payment of Interest . . . . . . . . . . . . . . . . . . . . . . . . 44
(d) Notification of Rate. . . . . . . . . . . . . . . . . . . . . . . . 45
(e) Default Interest. . . . . . . . . . . . . . . . . . . . . . . . . . 45
(f) Maximum Interest. . . . . . . . . . . . . . . . . . . . . . . . . . 45
3.2 Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

<PAGE>

(a) Commitment Fee. . . . . . . . . . . . . . . . . . . . . . . . . . . 45
(b) Agency Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
3.3 Computation of Interest and Fees . . . . . . . . . . . . . . . . . . . . 46
3.4 Interest Periods . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
3.5 Compensation for Funding Losses. . . . . . . . . . . . . . . . . . . . . 46
(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
3.6 Increased Costs, Illegality, Etc.. . . . . . . . . . . . . . . . . . . . 47
(a) Generally . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
(b) Eurodollar Loans. . . . . . . . . . . . . . . . . . . . . . . . . . 49
(c) Capital Requirements. . . . . . . . . . . . . . . . . . . . . . . . 49
(d) Change of Lending Office. . . . . . . . . . . . . . . . . . . . . . 50
3.7 Replacement of Affected Lenders. . . . . . . . . . . . . . . . . . . . . 50

ARTICLE IV
REDUCTION OF COMMITMENTS; PAYMENTS AND PREPAYMENTS
4.1 Voluntary Reduction of Commitments.. . . . . . . . . . . . . . . . . . . 51
4.2 Voluntary Prepayments. . . . . . . . . . . . . . . . . . . . . . . . . . 51
4.3 Mandatory Prepayments. . . . . . . . . . . . . . . . . . . . . . . . . . 52
(a) Prepayment Upon Overadvance . . . . . . . . . . . . . . . . . . . . 52
(b) Payment at Termination Date . . . . . . . . . . . . . . . . . . . . 52
(c) Mandatory Prepayment Upon Asset Disposition . . . . . . . . . . . . 53
(d) Mandatory Prepayment Upon Incurrence of Indebtedness. . . . . . . 53
4.4 Application of Prepayments . . . . . . . . . . . . . . . . . . . . . . . 53
4.5 Method and Place of Payment. . . . . . . . . . . . . . . . . . . . . . . 53
4.6 Net Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54

ARTICLE V.
REPRESENTATIONS AND WARRANTIES
5.1 Corporate Existence; Compliance with Law . . . . . . . . . . . . . . . . 57
5.2 Corporate Power; Authorization; No Violation . . . . . . . . . . . . . . 57
5.3 Binding Effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
5.4 Purpose of Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
5.5 Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
5.6 Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
5.7 Financial Statements; Financial Condition; Undisclosed Liabilities;
Projections, etc.. . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
(a) Financial Statements. . . . . . . . . . . . . . . . . . . . . . . 58
(b) Solvency. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
(c) No Undisclosed Liabilities. . . . . . . . . . . . . . . . . . . . . 59
(d) Projections . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
5.8 No Material Litigation . . . . . . . . . . . . . . . . . . . . . . . . . 59
5.9 Performance of Agreements. . . . . . . . . . . . . . . . . . . . . . . . 59
5.10 Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59

-ii-

<PAGE>

5.11 Governmental Regulation. . . . . . . . . . . . . . . . . . . . . . . . . 60
5.12 Ownership of Property; Liens.. . . . . . . . . . . . . . . . . . . . . . 60
5.13 Intellectual Property. . . . . . . . . . . . . . . . . . . . . . . . . . 60
5.14 Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
5.15 ERISA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
5.16 Labor Relations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
5.17 Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
5.18 Public Utility Holding Company Act.. . . . . . . . . . . . . . . . . . . 61
5.19 Y2K. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61

ARTICLE VI.
CONDITIONS OF CREDIT
6.1 Conditions Precedent to Effectiveness. . . . . . . . . . . . . . . . . . 61
(a) Loan Documents. . . . . . . . . . . . . . . . . . . . . . . . . . . 62
(b) Corporate Proceedings . . . . . . . . . . . . . . . . . . . . . . . 62
(c) Corporate Documents . . . . . . . . . . . . . . . . . . . . . . . . 62
(d) Incumbency Certificate. . . . . . . . . . . . . . . . . . . . . . . 62
(e) Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
(f) Legal Opinions. . . . . . . . . . . . . . . . . . . . . . . . . . . 63
(g) Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
(h) Litigation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
(i) Officer's Certificate . . . . . . . . . . . . . . . . . . . . . . . 63
(j) Adverse Change. . . . . . . . . . . . . . . . . . . . . . . . . . . 63
6.2 Certain Conditions Precedent to Each Loan. . . . . . . . . . . . . . . . 63
(a) Representations and Warranties. . . . . . . . . . . . . . . . . . . 64
(b) No Events of Default. . . . . . . . . . . . . . . . . . . . . . . . 64
(c) Available Revolving Commitment. . . . . . . . . . . . . . . . . . . 64
(d) Other Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . 64

ARTICLE VII.
AFFIRMATIVE COVENANTS
7.1 Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . 64
7.2 Certificates; Other Information. . . . . . . . . . . . . . . . . . . . . 65
(a) Accountant's Certificates . . . . . . . . . . . . . . . . . . . . . 65
(b) Officer's Certificate . . . . . . . . . . . . . . . . . . . . . . . 65
(c) Budgets; Projections. . . . . . . . . . . . . . . . . . . . . . . . 66
(d) Audit Reports and Statements. . . . . . . . . . . . . . . . . . . . 66
(e) Public Filings. . . . . . . . . . . . . . . . . . . . . . . . . . . 66
(f) Status. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
(g) Other Requested Information . . . . . . . . . . . . . . . . . . . . 66
7.3 Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
(a) Event of Default or Unmatured Event of Default. . . . . . . . . . . 66
(b) Litigation and Related Matters. . . . . . . . . . . . . . . . . . . 67
(c) Notice of Change of Control . . . . . . . . . . . . . . . . . . . . 67

-iii-

<PAGE>

7.4 Conduct of Business and Maintenance of Existence . . . . . . . . . . . . 67
7.5 Payment of Obligations . . . . . . . . . . . . . . . . . . . . . . . . . 67
7.6 Inspection of Property, Books and Records. . . . . . . . . . . . . . . . 67
7.7 ERISA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
7.8 Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
7.9 Environmental Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
7.10 Additional Subsidiary Guarantors . . . . . . . . . . . . . . . . . . . . 70
7.11 Refinancing of Existing German Facility. . . . . . . . . . . . . . . . . 70
7.12 Y2K. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70

ARTICLE VIII.
NEGATIVE COVENANTS
8.1 Financial Condition Covenants. . . . . . . . . . . . . . . . . . . . . . 71
(a) Maintenance of Consolidated Net Worth . . . . . . . . . . . . . . . 71
(b) Leverage Ratio. . . . . . . . . . . . . . . . . . . . . . . . . . . 71
(c) Interest Coverage Ratio . . . . . . . . . . . . . . . . . . . . . . 71
(d) Capital Expenditures. . . . . . . . . . . . . . . . . . . . . . . . 71
8.2 Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
8.3 Liens. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
8.4 Fundamental Changes. . . . . . . . . . . . . . . . . . . . . . . . . . . 73
8.5 Restricted Payments. . . . . . . . . . . . . . . . . . . . . . . . . . . 74
8.6 Distributions from Subsidiaries. . . . . . . . . . . . . . . . . . . . . 74
8.7 Sales of Assets and Subsidiary Stock . . . . . . . . . . . . . . . . . . 75
8.8 Investments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
8.9 Transactions with Affiliates . . . . . . . . . . . . . . . . . . . . . . 75
8.10 Sale-Leasebacks. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
8.11 Fiscal Year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
8.12 Amendments to Organizational Documents . . . . . . . . . . . . . . . . . 76
8.13 Accounting Changes . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
8.14 Lines of Business. . . . . . . . . . . . . . . . . . . . . . . . . . . . 76

ARTICLE IX.
EVENTS OF DEFAULT
9.1 Events of Default. . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
(a) Failure to Make Payments When Due . . . . . . . . . . . . . . . . . 76
(b) Representations . . . . . . . . . . . . . . . . . . . . . . . . . . 76
(c) Breach of Certain Covenants . . . . . . . . . . . . . . . . . . . . 76
(d) Other Defaults Under Agreement or Loan Documents. . . . . . . . . . 76
(e) Default Under Other Agreements. . . . . . . . . . . . . . . . . . . 77
(f) Judgments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
(g) Voluntary Insolvency, Etc.. . . . . . . . . . . . . . . . . . . . . 77
(h) Involuntary Insolvency, Etc.. . . . . . . . . . . . . . . . . . . . 77
(i) Unenforceability. . . . . . . . . . . . . . . . . . . . . . . . . . 78
(j) ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78

-iv-

<PAGE>

(k) Change of Control . . . . . . . . . . . . . . . . . . . . . . . . . 78
(l) Environmental Default . . . . . . . . . . . . . . . . . . . . . . . 78
(m) Priority on Pledged Stock . . . . . . . . . . . . . . . . . . . . . 79
9.2 Rescission of Acceleration . . . . . . . . . . . . . . . . . . . . . . . 79
9.3 Rights Not Exclusive . . . . . . . . . . . . . . . . . . . . . . . . . . 80

ARTICLE X.
AGENT
10.1 Appointment and Authorization . . . . . . . . . . . . . . . . . . . . . 80
10.2 Nature of Duties. . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
10.3 Liability of Agent. . . . . . . . . . . . . . . . . . . . . . . . . . . 80
10.4 Reliance by Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
10.5 Notice of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
10.6 Credit Decision . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82
10.7 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82
10.8 Agent in Individual Capacity. . . . . . . . . . . . . . . . . . . . . . 83
10.9 Resignation by Agent. . . . . . . . . . . . . . . . . . . . . . . . . . 83
10.10 Documentation Agent . . . . . . . . . . . . . . . . . . . . . . . . . . 84

ARTICLE XI.
MISCELLANEOUS
11.1 No Waiver; Modifications in Writing . . . . . . . . . . . . . . . . . . 84
11.2 Intentionally omitted . . . . . . . . . . . . . . . . . . . . . . . . . 86
11.3 Notices, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86
11.4 Costs, Expenses and Taxes; Indemnity. . . . . . . . . . . . . . . . . . 86
(a) Generally . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86
(b) Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . 87
11.5 Confirmations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88
11.6 Transfer of Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . 88
11.7 Adjustments; Setoff . . . . . . . . . . . . . . . . . . . . . . . . . . 89
11.8 Execution in Counterparts . . . . . . . . . . . . . . . . . . . . . . . 90
11.9 Binding Effect; Assignment; Addition and Substitution of Lenders. . . . 90
11.10 CONSENT TO JURISDICTION; MUTUAL WAIVER OR JURY TRIAL. . . . . . . . . . 92
11.11 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93
11.12 Registry. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94
11.13 Severability of Provisions. . . . . . . . . . . . . . . . . . . . . . . 94
11.14 Headings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94
11.15 Independent Nature of Lenders' Rights . . . . . . . . . . . . . . . . . 94
11.16 Survival of Representations . . . . . . . . . . . . . . . . . . . . . . 94
11.17 Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95
11.18 Effectiveness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95
11.19 Waiver of Immunities. . . . . . . . . . . . . . . . . . . . . . . . . . 95
</TABLE>

-v-

<PAGE>

Schedules

Exhibits

Exhibit 1.1 -- Form of Subsidiary Guarantee Agreement
Exhibit 2.1(a)(ii) -- Form of Commitment Increase Request
Exhibit 2.1(b)(iii) -- Form of Swing Line Loan Participation Certificate
Exhibit 2.2(a)-1 -- Form of Revolving Note
Exhibit 2.2(a)-2 -- Form of Swing Line Note
Exhibit 2.5 -- Form of Notice of Borrowing
Exhibit 2.6 -- Form of Notice of Conversion or Continuation
Exhibit 2.9 -- Form of Letter of Credit Report
Exhibit 4.6(d) -- Form of Section 4.6(d)(ii) Certificate
Exhibit 6.1(a)(iv) -- Form of Pledge Agreement
Exhibit 6.1(f) -- Form of Opinion of Borrower's counsel
Exhibit 6.1(i) -- Form of CT Letter
Exhibit 6.1(k) -- Form of Officer's Certificate
Exhibit 7.2(b) -- Form of Certificate of Financial Officer
Exhibit 11.9 -- Form of Assignment and Assumption Agreement

-vi-

<PAGE>

AMENDED AND RESTATED CREDIT AGREEMENT

THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 25,
1998, among BMC Industries, Inc., a Minnesota corporation ("BORROWER"), the
several banks and other financial institutions from time to time parties to this
Agreement (the "LENDERS"), BANKERS TRUST COMPANY, a New York banking
corporation, as administrative agent for the Lenders hereunder (in such
capacity, the "AGENT") and as a Lender, and NBD Bank, as Documentation Agent and
a Lender.

W I T N E S S E T H:

WHEREAS, Borrower, Agent and NBD Bank, as Documentation Agent, have
entered into that certain Credit Agreement dated as of May 15, 1998 (the
"Original Credit Agreement") providing for revolving credit facilities to
Borrower in the amount of $275,000,000;

WHEREAS, a portion of the proceeds of the Original Credit Agreement
described above were used by Borrower to purchase, through a Minnesota
corporation that is Borrower's wholly-owned subsidiary formed for that purpose
("Orcolite Acquisition Subsidiary") the assets of the Orcolite business unit, an
operating division of the Monsanto Company, a Delaware corporation (the "Asset
Acquisition").

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

WHEREAS, the parties hereto wish to amend and restate the Original
Credit Agreement to add additional financial institutions as Lenders, to reduce
the revolving credit facilities to $250,000,000 and to make certain other
modifications as set forth below;

NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, the parties hereto agree as follows:

ARTICLE I
DEFINITIONS

1.1 DEFINED TERMS. As used in this Agreement, the following
terms shall have the following meanings, such meanings to be equally applicable
to both the singular and plural forms of the terms defined:

"1997 EXPANSION CHARGE": means an amount equal to (i) $6,400,000
from the Closing Date to June 30, 1998, (ii) $3,100,000 from July 1, 1998
to September 30, 1998 and (iii) $0 after September 30, 1998.

<PAGE>

"ACQUISITION" means any transaction or series of related
transactions for the purpose of or resulting, directly or indirectly, in
(a) the acquisition of all or substantially all of the assets of a Person,
or of any business or division of a Person, (b) the acquisition of in
excess of 50% of the capital stock, partnership interests, membership
interests or equity of any Person, or otherwise causing any Person to
become a Subsidiary, or (c) a merger or consolidation or any other
combination with another Person (other than a Person that is a Subsidiary)
provided that the Company or the Subsidiary is the surviving entity.

"ADJUSTMENT DATE" means the earlier of (i) the second Business Day
after receipt by Agent of the financial statements required to be delivered
by Borrower pursuant to SECTION 7.1 and (ii) the date five days after
notice from Agent to Borrower that Borrower has failed to deliver such
financial statements; provided that if an Adjustment Date pursuant to
clause (ii) occurs, the date which is the Second Business Day after Agent
does receive such financial statements shall also be an Adjustment Date.

"AGENT": as defined in the preamble.

"AGENTS": means the Agent and the Documentation Agent.

"AGENT-RELATED PERSONS": as defined in SECTION 10.3.

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

"APPLICABLE COMMITMENT FEE": at any date, the applicable percentage
amount of the aggregate Revolving Commitments of the Lenders as such
percentage amount is set forth in the table below based upon the Most
Recent Ratio of Consolidated Debt to Consolidated EBITDA on such date,
provided that until the date Borrower delivers the financial statements for
the fiscal quarter year ended December 31, 1998, the Applicable Commitment
Fee shall not be less than .425%:

-2-
<PAGE>
<TABLE>
<CAPTION>
-----------------------------------------------------------------
MOST RECENT RATIO OF
CONSOLIDATED DEBT TO APPLICABLE
CONSOLIDATED EBITDA COMMITMENT FEE
-----------------------------------------------------------------
<S> <C>
Less than or equal to 1.0 to 1.0 .225%
-----------------------------------------------------------------
Less than or equal to 1.5 to 1.0 but greater
than 1.0 to 1.0 .250%
-----------------------------------------------------------------
Less than or equal to 2.25 to 1.0 but greater
than 1.5 to 1.0 .275%
-----------------------------------------------------------------
Less than or equal to 2.75 to 1.0 but greater
than 2.25 to 1.0 .325%
-----------------------------------------------------------------
Less than or equal to 3.25 to 1.0 but greater
than 2.75 to 1.0 .375%
-----------------------------------------------------------------
Less than or equal to 3.50 to 1.0 but greater .425%
than 3.25 to 1.0
-----------------------------------------------------------------
Greater than 3.50 to 1.0 .475%
-----------------------------------------------------------------
</TABLE>

PROVIDED, FURTHER, that in the event that Borrower's Most Recent Ratio of
Consolidated Debt to Consolidated EBITDA as of the end of any two
consecutive fiscal quarters after December 31, 1998 is less than 2.25 to
1.0 then the Applicable Commitment Fee shall thereafter be determined by
reference to the following table:

-3-
<PAGE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------
MOST RECENT RATIO
OF CONSOLIDATED DEBT TO APPLICABLE
CONSOLIDATED EBITDA COMMITMENT FEE
-----------------------------------------------------------------
<S> <C>
Less than or equal to 1.0 to 1.0 .200%
-----------------------------------------------------------------
Less than or equal to 1.5 to 1.0 but greater
than 1.0 to 1.0 .225%
-----------------------------------------------------------------
Less than or equal to 2.25 to 1.0 but greater
than 1.5 to 1.0 .250%
-----------------------------------------------------------------
Less than or equal to 2.75 to 1.0 but greater
than 2.25 to 1.0 .275%
-----------------------------------------------------------------
Less than or equal to 3.25 to 1.0 but greater
than 2.75 to 1.0 .325%
-----------------------------------------------------------------
Greater than 3.25 to 1.0 .375%
-----------------------------------------------------------------
</TABLE>

"APPLICABLE MARGIN": with respect to each Revolving Loan at any
date shall be the applicable percentage amount set forth in the table below
based upon the Type of such Loan and the Most Recent Ratio of Consolidated
Debt to Consolidated EBITDA on such date, provided that until the date
Borrower delivers the financial statements for the fiscal quarter ended
December 31, 1998, the Applicable Margin for Eurodollar Loans shall not be
less than 1.375% and the Applicable Margin for Base Rate Loans shall not be
less than .375%:

-4-
<PAGE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------
MOST RECENT RATIO OF BASE
CONSOLIDATED DEBT TO EURODOLLAR RATE
CONSOLIDATED EBITDA LOANS LOANS
-----------------------------------------------------------------
<S> <C> <C>
Less than or equal to 1.0 to 1.0 .500% 0%
-----------------------------------------------------------------
Less than or equal to 1.5 to 1.0 but 0%
greater than 1.0 to 1.0 .625%
-----------------------------------------------------------------
Less than or equal to 2.25 to 1.0 but .750% 0%
greater than
1.5 to 1.0
-----------------------------------------------------------------
Less than or equal to 2.75 to 1.0 but .875% 0%
greater than 2.25 to 1.0
-----------------------------------------------------------------
Less than or equal to 3.25 to 1.0 but 1.125% 0%
greater than 2.75 to 1.0
-----------------------------------------------------------------
Less than or equal to 3.50 to 1.0 but 1.375% .375%
greater than 3.25 to 1.0
-----------------------------------------------------------------
Greater than 3.50 to 1.0 1.625% .625%
-----------------------------------------------------------------
</TABLE>

PROVIDED, FURTHER, that in the event that Borrower's Most Recent Ratio of
Consolidated Debt to Consolidated EBITDA as of the end of any two
consecutive fiscal quarters after December 31, 1998 is less than 2.25 to
1.0, then the Applicable Margin for Eurodollar Loans and Base Rate Loans
determined by the table set forth above shall thereafter be determined by
reference to the following table:

-5-

<PAGE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------
MOST RECENT RATIO OF BASE
CONSOLIDATED DEBT TO EURODOLLAR RATE
CONSOLIDATED EBITDA LOANS LOANS
-----------------------------------------------------------------
<S> <C> <C>
Less than or equal to 1.0 to 1.0 .375% 0%
-----------------------------------------------------------------
Less than or equal to 1.5 to 1.0 but 0%
greater than 1.0 to 1.0 .500%
-----------------------------------------------------------------
Less than or equal to 2.25 to 1.0 but .625% 0%
greater than
1.5 to 1.0
-----------------------------------------------------------------
Less than or equal to 2.75 to 1.0 but .750% 0%
greater than 2.25 to 1.0
-----------------------------------------------------------------
Less than or equal to 3.25 to 1.0 but 1.000% 0%
greater than 2.75 to 1.0
-----------------------------------------------------------------
Greater than 3.25 to 1.0 1.250% .250%
-----------------------------------------------------------------
</TABLE>

"ASSET ACQUISITION" has the meaning ascribed such term in the
recitals.

"ASSET ACQUISITION AGREEMENT" means the Asset Purchase Agreement
dated as of March 25, 1998 between Monsanto Company, a Delaware corporation
and Orcolite Acquisition Subsidiary.

"ASSET ACQUISITION DOCUMENTS" means the Asset Acquisition Agreement
and all other agreements and documents relating to the Asset Acquisition.

"ASSET ACQUISITION-RELATED AND OTHER SPECIAL CHARGES" means charges
taken in 1998 for accounting purposes in connection with the Asset
Acquisition to reflect write-offs, costs, expenses or other charges related
to the Asset Acquisition and other special non-recurring non-cash
accounting charges in 1998 not to exceed $30,000,000 in the aggregate,
provided that such other special non-recurring non-cash accounting charges
shall not exceed $12,500,000.

-6-
<PAGE>

property of Borrower or its Subsidiaries and (iii) a disposition of
obsolete property or other assets in the ordinary course of business).

"ASSIGNEE": an Eligible Assignee which is an "Assignee" party to an
Assignment and Assumption Agreement pursuant to SECTION 11.9.

"ATTRIBUTABLE DEBT": as of the date of determination thereof in
connection with a Sale and Leaseback Transaction occurring after the
Closing Date, the greater of (1) the fair value of the assets subject to
such transaction (as determined in good faith by the applicable lessee) and
(2) the present value (discounted according to GAAP at the cost of debt
implied in the lease) of the obligations of the lessee for rental payments
during the term of any applicable lease.

"BANKRUPTCY CODE": Title 11 of the United States Code entitled
Bankruptcy as now or hereafter in effect or any successor thereto.

"BASE RATE": the higher of (i) the Prime Lending Rate and (ii) the
Federal Funds Effective Rate plus one-half of one percent (1/2%).

"BASE RATE LOANS": Revolving Loans bearing interest at a rate
determined by reference to the Base Rate or Swing Line Loans, as the
context shall require.

"BOARD": the Board of Governors of the Federal Reserve System (or
any successor thereto).

-7-
<PAGE>

"BORROWER": as defined in the preamble.

"BORROWING": a group of Loans of a single Type made by the Lenders
or the Swing Line Lender, as appropriate, on a single date and as to which
a single Interest Period is in effect.

"BT": Bankers Trust Company, a New York banking corporation.

"CASH EQUIVALENTS" means Investments of the type specified in
clauses (i), (ii), (iii), (iv) and (ix) of the definition of "Permitted
Investments".

-8-
<PAGE>

persons (within the meaning of the Exchange Act) acquiring beneficial
ownership (within the meaning of Rule 13d-3 promulgated by the SEC under
the Exchange Act) of 20% or more of the issued and outstanding shares of
Borrower's Voting Securities; or (iv) a majority of the directors of the
Borrower are Persons other than Persons (A) for whose election proxies have
been solicited by Borrower's board of directors or (B) who are then serving
as directors appointed by Borrower's board of directors to fill vacancies
on the Board caused by death or resignation (but not by removal) or to fill
new created directorships.

"CLOSING DATE": May 15, 1998.

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

"COLLATERAL ACCOUNT" has the meaning assigned to that term in
SECTION 4.3(a).

"COMMERCIAL LETTER OF CREDIT" has the meaning assigned to that term
in SECTION 2.9(a).

"COMMITTED LOAN": any Revolving Loan or Swing Line Loan.

"COMMITMENT": as to any Lender at any time, the aggregate of such
Lender's outstanding Revolving Commitment and its Swing Line Commitment.

"COMMITMENT PERIOD": the period from and including the date hereof
to but not including the Termination Date.

"COMMODITY PRICE PROTECTION AGREEMENT": any Contractual Obligation
or other arrangement designed to protect Borrower or any of its
Subsidiaries from fluctuations in the price of commodities.

-9-
<PAGE>

"CONSOLIDATED EBITDA": without duplication for any Person for any
period for which such amount is being determined, Consolidated Net Income
or Consolidated Net Loss for such period plus the sum of the amounts for
such period of (i) Consolidated Interest Expense, (ii) provision for taxes
based on income, (iii) depreciation expense, and (iv) amortization expense,
and (v) Asset Acquisition-Related and Other Special Charges minus any
non-cash non-operating income for such period to the extent included in
Consolidated Net Income or Consolidated Net Loss and excluding any gain or
loss recognized in respect of post-retirement benefits as a result of the
application of FASB 106 and any foreign currency translation adjustments as
a result of the application of FASB 52, all as determined on a consolidated
basis for such Person and its consolidated Subsidiaries in accordance with
GAAP. For purpose of this definition, "Consolidated EBITDA" shall be
calculated after giving effect on a PRO FORMA basis to any Acquisition as
if such Acquisition occurred on the first day of the applicable period on
the same basis as is required in clauses (A) through (C) for the PRO FORMA
test under clause (iii) of the definition of Permitted Acquisition.

-10-
<PAGE>

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

"DEBTS": all liabilities, whether matured or unmatured, liquidated
or unliquidated, absolute, fixed or contingent.

"DEFAULTING LENDER" shall mean any Lender with respect to which a
Lender Default is in effect.

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

"DOLLARS" and "$": dollars in lawful currency of the U.S.

"DOMESTIC SUBSIDIARY": any Subsidiary of Borrower that is not a
Foreign Subsidiary.

-11-
<PAGE>

"DRAWING" shall have the meaning set forth in SECTION 2.9(d)(ii).

"EFFECTIVE DATE": the effective date of the applicable Assignment
and Assumption Agreement, as defined therein.

"ELIGIBLE ASSIGNEE": (i) a commercial bank organized under the laws
of the U.S., or any State thereof, (ii) a commercial bank organized under
the laws of any other country which is a member of OECD, or a political
subdivision of any such country; PROVIDED, HOWEVER, that such bank is
acting through a branch or agency located in the country in which it is
organized or another country which is also a member of the OECD or the
Cayman Islands, (iii) the central bank of any country which is a member of
the OECD, (iv) a finance company or other financial institution or fund
(whether a corporation, partnership, trust or other entity) that is engaged
in making, purchasing or otherwise investing in commercial loans in the
ordinary course of its business, (v) an insurance company organized under
the laws of the U.S. (or any State thereof), (vi) a savings bank or savings
and loan association organized under the laws of the U.S., or any State
thereof, (vii) any Lender party to this Agreement, (viii) any Affiliate of
any Lender party to this Agreement, and (ix) any other Person approved by
Agent and Borrower, such approval not to be unreasonably withheld;
PROVIDED, HOWEVER, that an affiliate of Borrower shall not qualify as an
Eligible Assignee.

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

-12-
<PAGE>

"EURODOLLAR BORROWING": a Borrowing comprised of Eurodollar Loans.

"EURODOLLAR LOAN": any Loan bearing interest at a rate determined
by reference to the Eurodollar Rate.

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

"EXCHANGE ACT": the Securities Exchange Act of 1934, as amended and
codified in U.S.C. 78a ET SEQ. and as hereafter amended from time to time.

"EXCHANGEABLE STOCK": any Capital Stock which is exchangeable or
convertible into another security (other than Capital Stock of Borrower
which is neither Exchangeable Stock nor Redeemable Stock).

-13-
<PAGE>

including, without limitation, any and all guarantees, pledge agreements
and security agreements.

"FACING AGENT" has the meaning assigned to that term in SECTION
2.9(a).

"FINANCIAL OFFICER": with respect to any Person, the chief
financial officer, principal accounting officer, a financial vice
president, treasurer or assistant treasurer of such Person.

"FOREIGN SUBSIDIARY": means a Subsidiary of Borrower that is
incorporated under the laws of a jurisdiction other than any State of the
U.S. or the District of Columbia.

-14-
<PAGE>

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

"INDEBTEDNESS": as applied to any Person (without duplication):

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

(iii) that portion of obligations of such Person with
respect to Capital Leases which is required to be classified as a
liability on a balance sheet in accordance with GAAP;

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

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

-15-
<PAGE>

(viii) all obligations of such Person under Interest Rate
Protection Agreements or Currency Protection Agreements;

(ix) Guarantee Obligations of such Person; and

"INITIAL BORROWING" means the first Borrowing by Borrower under this
Agreement.

"INITIAL BORROWING DATE" means the date of the Initial Borrowing.

"INTELLECTUAL PROPERTY": as defined in SECTION 5.13.

-16-
<PAGE>

"INTEREST PERIOD" has the meaning assigned to that term in SECTION
3.4.

"IRS": the United States Internal Revenue Service, or any successor
or analogous U.S. Governmental Authority.

"LC COMMISSION" has the meaning assigned to that term in SECTION
2.9(e)(ii).

"LC PARTICIPANT" shall have the meaning assigned to that term in
SECTION 2.9(e).

-17-
<PAGE>

"LENDER DEFAULT" shall mean (i) the refusal (which has not been
retracted) of a Lender to meet its obligation to make available its portion
of any Borrowing or to fund its portion of any unreimbursed payment under
SECTION 2.1(b) or (ii) a Lender having notified in writing Borrower and/or
Agent that it does not intend to comply with its obligations under SECTION
2.1 (whether or not as a result of any takeover of such Lender by any
regulatory authority or agency).

"LENDERS": as defined in the preamble.

"LETTER OF CREDIT" has the meaning assigned to that term in SECTION
2.9(a).

"LETTER OF CREDIT REQUEST" has the meaning assigned to that term in
SECTION 2.9(c).

"LIQUIDITY": as of any date of determination, all cash and Cash
Equivalents of the Borrower (determined on a consolidated basis) plus the
Total Available Revolving Commitments.

"LOAN": a Revolving Loan or a Swing Line Loan, as the context shall
require; collectively, the "Loans."

"LOAN DOCUMENTS": this Agreement, the Notes, each Letter of Credit,
the Subsidiary Guarantee Agreement, each Security Document and any other
instruments, documents and agreements delivered to Agent in favor of the
Lenders or for the benefit of the Lenders.

-18-
<PAGE>

"LOAN PARTY": Borrower or any Subsidiary Guarantor.

"MAJORITY LENDERS": at any time, Lenders whose Commitment
Percentages represent at least 51%.

"MATERIAL SUBSIDIARY": a Subsidiary, including its subsidiaries,
which meets any of the following conditions:

(iii) the EBITDA of the Subsidiary exceeds 10 percent of the
EBITDA of the Borrower and its Subsidiaries consolidated for the
most recently completed fiscal year.

"MINIMUM BORROWING AMOUNT" means, with respect to Base Rate Loans,
$5,000,000, and with respect to Eurodollar Loans, $5,000,000, and with
respect to Swing Line Loans, $1,000,000.

"MODIFICATION": as defined in SECTION 11.1.

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

-19-
<PAGE>

"MOST RECENT RATIO OF CONSOLIDATED DEBT TO CONSOLIDATED EBITDA": at
any date, the ratio of Consolidated Debt as of the end of the most recently
ended fiscal quarter of Borrower for which financial statements have been
delivered pursuant to SECTION 7.1 (after giving effect to all payments made
on or before such date) to Consolidated EBITDA for the period of four
consecutive fiscal quarters ending on the last day of the most recently
ended fiscal quarter of Borrower for which financial statements have been
delivered pursuant to SECTION 7.1; PROVIDED, HOWEVER, that on the date of
any Acquisition, the "Most Recent Ratio of Consolidated Debt to
Consolidated EBITDA" shall be recalculated effective until the date of
delivery of the next quarterly financial statements as the ratio of
Consolidated Debt as of the date of any such Acquisition (and after giving
effect to any Indebtedness incurred or assumed in connection therewith) to
Consolidated EBITDA for the four fiscal quarter period ending as of the
most recently ended fiscal quarter for which financial statements have been
delivered pursuant to SECTION 7.1 (calculated on a PRO FORMA basis as set
forth in the definition of Consolidated EBITDA after giving effect to the
Acquisition); PROVIDED, FURTHER, HOWEVER, that if Borrower fails to deliver
such financial statements as required by Article VII and further fails to
remedy such default within five days of notice thereof from Agent, then,
without prejudice to any other rights of any Lender hereunder, the Most
Recent Ratio of Consolidated Debt to Consolidated EBITDA" shall be deemed
to be greater than 3.50 to 1.0 as of the date such financial statements
were required to be delivered under SECTION 7.1.

-20-
<PAGE>

"NON-DEFAULTING LENDER" shall mean each Lender which is not a
Defaulting Lender.

"NOTES": means, respectively (i) individually, each Revolving Note
or Swing Line Note and (ii) collectively, all Revolving Notes and all Swing
Line Notes.

"NOTICE OF BORROWING" has the meaning assigned to that term in
SECTION 2.5.

"NOTICE OF CONVERSION OR CONTINUATION" has the meaning assigned to
that term in SECTION 2.6.

"OECD": the Organization for Economic Cooperation and Development.

"ORIGINAL CREDIT AGREEMENT" has the meaning assigned to that term in
the recitals hereto.

"ORIGINAL LENDER": means Bankers Trust Company and/or NBD Bank, as
the context may require.

"PBGC": the Pension Benefit Guaranty Corporation created by Section
4002(a) of ERISA or any successor thereto.

-21-
<PAGE>

for which financial statements have most recently been delivered (or were
required to be delivered) under SECTION 7.1 (on the basis that (A)
Indebtedness incurred or assumed in connection with such Acquisition was
incurred or assumed at the beginning of the Pro Forma Period, (B) if such
Indebtedness bears interest at a floating rate, interest expense for the
Pro Forma Period shall be calculated at the rate in effect on the date of
such Acquisition, and (C) all income and expenses associated with the
assets or entity acquired in connection with such Acquisition for the most
recently ended four fiscal quarter period for which such income and expense
amounts are available (with good faith estimates thereof being permitted if
financial statements indicating such amounts are not available) shall be
treated as being earned or incurred by Borrower over the Pro Forma Period
on a PRO FORMA basis), no Event of Default or Unmatured Event of Default
would exist hereunder; (3) the ratio of Consolidated Debt to Consolidated
EBITDA of Borrower on the PRO FORMA basis described above would be less
than 3.00 to 1.0 for an Acquisition occurring prior to May 15, 2000 or 2.75
to 1.0 for an Acquisition occurring on or after May 15, 2000, as
applicable; and (4) after giving effect thereto the Borrower's Liquidity
shall not be less than $35,000,000; and (ii) Borrower and its Subsidiaries
have complied with the requirement of SECTION 7.10 hereof with respect to
any required execution of the Subsidiary Guarantee Agreement; and (iii)
such Acquisition has been approved by the board of directors of the Person
to be acquired.

"PERMITTED INVESTMENTS":

(iii) any certificate of deposit that is denominated in
Dollars, maturing not more than six (6) months after the date of
purchase, issued by a Lender or a

-22-
<PAGE>

commercial banking institution which is a member of the Federal
Reserve System and which has a combined capital and surplus and
undivided profits of not less than $200,000,000;

(v) any Investments in any Loan Party (other than an
Investment in connection with an Acquisition which shall be governed
by clause (vii));

(vii) Investments made solely as a result of mergers,
acquisitions or consolidations permitted under SECTION 8.4;

(viii) loans or advances to employees made in the ordinary
course of business;

(xi) Investments not otherwise permitted hereunder not to
exceed $5,000,000 in the aggregate outstanding at any time;

"PERMITTED LIENS": The following Liens:

-23-
<PAGE>

(v) Liens securing Indebtedness of a Subsidiary of
Borrower to Borrower;

(viii) Liens securing Permitted IDB/Community Development
Indebtedness; and

-24-
<PAGE>

"PLAN ADMINISTRATOR": has the meaning assigned to the term
"administrator" in Section 3(16)(A) of ERISA.

"PLAN SPONSOR": has the meaning assigned to the term "plan sponsor"
in Section 3(16)(B) of ERISA.

"PLEDGE AGREEMENT": has the meaning assigned to that term in
SECTION 6.1(a)(iv).

"PLEDGED STOCK": has the meaning assigned to the term in the
Security Documents.

-25-
<PAGE>

at, above or below the Prime Lending Rate. The Prime Lending Rate shall
change automatically and without notice from time to time as and when BT
changes its prime lending rates, base rates or equivalent.

"QUARTERLY PAYMENT DATE" means the last Business Day of each March,
June, September and December of each year.

"REFUNDED SWING LINE LOANS": as defined in SECTION 2.2(d).

"REGISTER": as defined in SECTION 11.9(c).

-26-
<PAGE>

or binding upon such Person or any of its property or to which such Person
or any of its property is subject.

"RESPONSIBLE OFFICER": means any of the President, any Executive
Vice President, the Chief Financial Officer, Controller or the Treasurer of
Borrower.

"RESTATEMENT DATE" means the date on which the conditions specified
in SECTION 6.1 are satisfied (or waived in accordance with SECTION 11.1).

"REVOLVING LOANS": as defined in SECTION 2.1(a).

"REVOLVING NOTE": as defined in SECTION 2.1(b).

"SECURITY DOCUMENTS" means, collectively, each of the Pledge
Agreements and all other agreements, assignments, security agreements,
instruments and documents executed in connection therewith, in each case as
the same may be amended, supplemented, restated or otherwise modified and
in effect. For purposes of this Agreement, "Security Documents" shall also
include all guaranties, security agreements, mortgages, pledge agreements,
collateral assignments, subordination agreements and other collateral
documents in the nature of any thereof entered into by Borrower or any
Subsidiary of Borrower after the date of this Agreement in favor of Agent
for the benefit of the Lenders in satisfaction of the requirements of any
Loan Document.

"S&P": Standard & Poor's Ratings Services, a division of the McGraw
Hill Companies, Inc. or any successor to the rating agency business
thereof.

"STANDBY LETTER OF CREDIT" shall have the meaning set forth in
SECTION 2.9(a).

-27-
<PAGE>

decreased from time to time in accordance with the terms of such Letter of
Credit. For purposes of calculating the Stated Amount of any Letter of
Credit at any time:

(i) any increase in the Stated Amount of any Letter
of Credit by reason of any amendment to any Letter of Credit shall
be deemed effective under this Agreement as of the date Facing Agent
actually issues an amendment purporting to increase the Stated Amount
of such Letter of Credit, whether or not Facing Agent receives the
consent of the Letter of Credit beneficiary or beneficiaries to the
amendment, except that if Borrower has required that the increase in
Stated Amount be given effect as of an earlier date and Facing Agent
issues an amendment to that effect, then such increase in Stated
Amount shall be deemed effective under this Agreement as of such
earlier date requested by Borrower; and

(ii) any reduction in the Stated Amount of any Letter
of Credit by reason of any amendment to any Letter of Credit shall be
deemed effective under this Agreement as of the later of (x) the date
Facing Agent actually issues an amendment purporting to reduce the
Stated Amount of such Letter of Credit, whether or not the amendment
provides that the reduction be given effect as of an earlier date, or
(y) the date Facing Agent receives the written consent (including by
telex or facsimile transmission) of the Letter of Credit beneficiary
or beneficiaries to such reduction, whether written consent must be
dated on or after the date of the amendment issued by Facing Agent
purporting to effect such reduction.

"SWING LINE COMMITMENT": of the Swing Line Lender at any date, the
obligation of the Swing Line Lender to make Swing Line Loans pursuant to
SECTION 2.2 in the amount referred to therein.

-28-
<PAGE>

"SWING LINE LENDER": BT.

"SWING LINE LOANS": as defined in SECTION 2.2(a).

"SWING LINE LOAN PARTICIPATION CERTIFICATE": a certificate,
substantially in the form of EXHIBIT 2.2(e).

"SWING LINE NOTE": as defined in SECTION 2.2(b).

"TERMINATION DATE": the earlier to occur of

(a) May 15, 2003; and

(b) the date on which the Revolving Commitments shall
otherwise terminate in accordance with the provisions of this
Agreement.

"TOTAL AVAILABLE REVOLVING COMMITMENT" means, at the time any
determination thereof is made, the sum of the respective Available
Revolving Commitments of the Lenders at such time.

"TOTAL REVOLVING LOAN COMMITMENT" means, at any time any
determination is to be made, the sum of the respective Revolving Loan
Commitments of the Lenders at such time.

-29-
<PAGE>

"TRANSACTION DOCUMENTS" means, collectively, the Asset Acquisition
Documents and Existing Credit Agreement Termination Documents, and
including any agreement, document, instrument and certificate executed
and/or delivered after the Closing Date pursuant to the terms of, or in
connection with, any of the foregoing.

"TYPE": as to any Loan, its nature as a Base Rate Loan or a
Eurodollar Loan.

"UNMATURED EVENT OF DEFAULT": an event, act, condition or
occurrence which with the giving of notice or the lapse of time (or both)
would become an Event of Default.

"UNPAID DRAWING" shall have the meaning set forth in SECTION 2.9(d).

"U.S.": the United States of America, its territories, its
possessions and all other areas subject to its jurisdiction.

"WRITTEN" or "IN WRITING": any form of written communication or a
communication by means of a telecopier device or authenticated telex,
telegraph or cable.

-30-
<PAGE>

ARTICLE II
AMOUNT AND TERMS OF CREDIT

2.1 THE COMMITMENTS.

(a) REVOLVING LOANS.

(i) REVOLVING LOAN COMMITMENT. Each Lender severally and for itself
alone, hereby agrees, on the terms and subject to the conditions hereinafter set
forth and in reliance upon the representations and warranties set forth herein
and in the other Loan Documents, to make loans to Borrower on a revolving basis
from time to time during the Commitment Period, in an amount not to exceed its
Commitment Percentage of the Total Available Revolving Commitment (each such
loan by any Lender, a "REVOLVING LOAN" and collectively, the "REVOLVING LOANS").
All Revolving Loans comprising the same Borrowing hereunder shall be made by the
Revolving Lenders simultaneously and in proportion to their respective Revolving
Commitments. Prior to the Termination Date, Revolving Loans may be repaid and
reborrowed by Borrower in accordance with the provisions hereof and, except as
otherwise specifically provided in SECTION 3.6, all Revolving Loans comprising
the same Borrowing shall at all times be of the same Type. Each Lender which is
not a "Lender" under the Original Credit Agreement shall purchase from such
"Lenders" on the Restatement Date its Commitment Percentage of the Revolving
Loans that are outstanding under the Original Credit Agreement immediately prior
to the effectiveness of this Agreement and such aggregate amount shall
constitute its Revolving Loan on the date hereof.

(ii) OPTIONAL COMMITMENT INCREASE. So long as no Event of Default
or Unmatured Event of Default exists, the Borrower may make one request at any
time after the 90th day after the Restatement Date and prior to May 15, 2002, by
written notice to the Agent in the form of EXHIBIT 2.1(a)(ii) hereto, that the
Total Revolving Loan Commitment be increased by $50,000,000 (the "INCREASE
AMOUNT"). Such request shall be irrevocable and binding on the Borrower. The
Agent shall promptly notify the Documentation Agent and each Lender of such
request and of such Lender's Commitment Percentage of the Increase Amount. If a
Lender agrees, in its individual and sole discretion, to increase its Revolving
Loan Commitment (an "ACCEPTING LENDER"), it shall deliver to the Agent a written
notice of its agreement to so increase its Revolving Loan Commitment in an

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amount up to its Commitment Percentage of the Increase Amount no later than 14
days from the date on which the Agent notified the Lenders of such request. To
the extent that any Lender fails to accept or respond to the Borrower's request
for an increase in its Revolving Loan Commitment (a "DECLINING LENDER"), such
Declining Lender's Revolving Loan Commitment shall not be so increased and the
declined amount may be allocated by the Agent to one or more Accepting Lenders
which, in such Lender's sole and absolute discretion, accepts any such
allocation by the Agent in writing. To the extent of any shortfall in the
Increase Amount (the "SHORTFALL AMOUNT"), the Borrower may designate one or more
Eligible Assignees other than a Lender (which Eligible Assignee shall be
acceptable to the Agent) to become a Lender (a "NEW LENDER"), with the aggregate
initial Commitments for all such New Lenders in an amount not to exceed the
Shortfall Amount. To the extent that there are outstanding Revolving Loans on
the date of any increase, a Declining Lender shall assign to any Accepting
Lender which increases its Commitment Percentage or any New Lender as the Agent
may designate, the amount of such Declining Lender's Revolving Loans such that
the aggregate amount of its Revolving Loans equals its revised Commitment
Percentage of the aggregate of all Revolving Loans of all Lenders.
Notwithstanding anything to the contrary herein, the sum of the increase in the
Commitments of all Accepting Lenders and the Commitments of all New Lenders
shall not exceed the Increase Amount. The increase in the Commitments of
Accepting Lenders and the assignment to any New Lenders shall occur on such date
as determined by the Agent, with prior notice thereof to the Borrower, the
Documentation Agent, the Lenders and the New Lenders. Prior to such increase,
the Borrower agrees to execute new Notes reflecting the increased Commitments of
all Lenders and New Lenders and deliver same to the Agent, which shall deliver
each Lender's new Note upon surrender of its old Note. Borrower agrees that it
shall compensate each Lender that has had its Commitment Percentage reduced
pursuant to this SECTION 2.1(a)(ii) as required by SECTION 3.6 as if Borrower
had prepaid outstanding Eurodollar Loans by the amount of such Eurodollar Loans
which were assigned from such Lender to an Accepting Lender or a New Lender
pursuant to this SECTION 2.1(a)(ii).

(b) SWING LINE LOANS.

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(iii) PARTICIPATION IN SWING LINE LOANS. If, prior to
refunding a Swing Line Loan with a Revolving Loan pursuant to SECTION
2.1(b)(ii), one of the events described in SECTIONS 9.1(g) or 9.1(h) shall have
occurred, or if for any other reason a Revolving Loan cannot be made pursuant to
SECTION 2.1(b)(ii), then, subject to the provisions of SECTION 2.1(b)(iv) below,
each Lender will, on the date such Revolving Loan was to have been made,
purchase (without recourse or warranty) from the Swing Line Lender an undivided
participation interest in the Swing Line Loans in an amount equal to its
Commitment Percentage of such Swing Line Loans. Upon request, each Lender will
immediately transfer to the Swing Line Lender, in immediately available funds,
the amount of its participation and upon receipt thereof the Swing Line Lender
will deliver to such Lender a Swing Line Loan Participation Certificate dated
the date of receipt of such funds and in such amount.

(iv) LENDERS' OBLIGATIONS UNCONDITIONAL. Each Lender's
obligation to make Revolving Loans in accordance with SECTION 2.1(b)(ii) and to
purchase participating interests in accordance with SECTION 2.1(b)(iii) above
shall be absolute and unconditional and shall not be affected by any
circumstance, including, without limitation, (A) any setoff, counterclaim,
recoupment, defense or other right which such Lender may have against the Swing
Line Lender, Borrower or any other Person for any reason whatsoever; (B) the
occurrence or continuance of any Event of Default or Unmatured Event of Default;
(C) any adverse change in the condition (financial or otherwise) of Borrower or
any other Person; (D) any breach of this Agreement by Borrower or any other
Person; (E) any inability of Borrower to satisfy the conditions precedent to
borrowing set forth in this Agreement on the date upon which such participating
interest is to be purchased or (F) any other circumstance, happening or event
whatsoever, whether or not similar to any of the foregoing. If any Lender does
not make available to the Swing Line Lender the amount required pursuant to
SECTION 2.1(b)(ii) or (iii) above, as the case may be, the Swing Line Lender
shall be entitled to recover such amount on demand from such Lender, together
with interest thereon for each day from the date of non-payment until such
amount is paid in full at the Federal Funds Rate for the first two Business Days
and at the Base Rate thereafter. Notwithstanding the foregoing provisions of
this SECTION 2.1(b)(iv), no Lender shall be required to make a Revolving Loan to
Borrower for the

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purpose of refunding a Swing Line Loan pursuant to SECTION 2.1(b)(ii) above or
to purchase a participating interest in a Swing Line Loan pursuant to SECTION
2.1(b)(iii) if an Event of Default or Unmatured Event of Default has occurred
and is continuing and, prior to the making by the Swing Line Lender of such
Swing Line Loan, the Swing Line Lender had received written notice from such
Lender specifying that such Event of Default or Unmatured Event of Default has
occurred and is continuing, describing the nature thereof and stating that, as a
result thereof, such Lender shall cease to make such Refunded Swing Line Loans
and purchase such participating interests, as the case may be; PROVIDED,
HOWEVER, that the obligation of such Lender to make such Refunded Swing Line
Loans and to purchase such participating interests shall be reinstated upon the
earlier to occur of (y) the date upon which such Lender notifies the Swing Line
Lender that its prior notice has been withdrawn and (z) the date upon which the
Event of Default or Unmatured Event of Default specified in such notice no
longer is continuing.

2.2 NOTES.

(i) PROVISIONS OF THE REVOLVING NOTES. The Revolving Note
issued to each Lender shall (A) be executed by Borrower, (B) be payable to the
order of such Lender and be dated the Initial Borrowing Date, (C) be in a stated
principal amount equal to the Revolving Commitment of such Revolving Lender and
be payable in the aggregate principal amount of the Revolving Loans evidenced
thereby, (D) mature, with respect to each Loan evidenced thereby, on the
Termination Date, (E) be subject to mandatory prepayment as provided in SECTION
4.3, (F) bear interest as provided in the appropriate clause of SECTION 3.1 in
respect of the Base Rate Loans or Eurodollar Loans, as the case may be,
evidenced thereby and (G) be entitled to the benefits of this Agreement and the
other applicable Loan Documents.

(ii) PROVISIONS OF THE SWING LINE NOTE. The Swing Line
Note issued to the Swing Line Lender shall (A) be executed by Borrower, (B) be
payable to the order of Swing Line Lender or its registered assigns and be dated
the Initial Borrowing Date, (C) be in a stated principal amount equal to the
Swing Line Commitment and be payable in the aggregate principal amount of the
Swing Line Loans evidenced thereby, (D) mature, with respect to each Loan
evidenced thereby, five (5) Business Days prior to the Termination Date, (E) be
subject to mandatory prepayment as provided in SECTION 4.3, (F) bear interest as
provided in SECTION 3.1 in respect of the Base Rate Loans evidenced thereby and
(G) be entitled to the benefits of this Agreement and the other applicable Loan
Documents.

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2.5 NOTICE OF BORROWING. Whenever Borrower desires to make a
Borrowing of any Loan hereunder, it shall give Agent at its office located at
One Bankers Trust Plaza, 130 Liberty Street, New York, New York 10006 (or
such other address as the Agent may hereafter designate in writing to the
parties hereto) (the "NOTICE ADDRESS") at least one Business Day's prior
written notice (or telephonic notice promptly confirmed in writing), given
not later than 12:00 P.M. (New York City time) of each Base Rate Loan, and at
least three Business Days' prior written notice (or telephonic notice
promptly confirmed in writing), given not later than 12:00 P.M. (New York
City time), of each Eurodollar Loan to be made hereunder; PROVIDED, HOWEVER,
that a Notice of Borrowing with respect to Borrowings to be made on the date
hereof may, at the discretion of Agent, be delivered later than the time
specified above. Whenever Borrower desires that Swing Line Lender make a
Swing Line Loan under SECTION 2.1(d), it shall deliver to Swing Line Lender
prior to 11:00 A.M. (New York City time) on the date of Borrowing written
notice (or telephonic notice promptly confirmed in writing). Each such
notice (each a "NOTICE OF BORROWING"), which shall be in the form of EXHIBIT
2.5 hereto, shall be irrevocable, shall be deemed a representation by
Borrower that all conditions precedent to such Borrowing have been satisfied
and shall specify (i) the aggregate principal amount of the Loans to be made
pursuant to such Borrowing, (ii) the date of Borrowing (which shall be a
Business Day) and (iii) whether the Loans being made pursuant to such
Borrowing are to be Base Rate Loans or Eurodollar Loans and, with respect to
Eurodollar Loans, the Interest Period to be applicable thereto. Agent shall
as promptly as practicable give each Lender written or

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telephonic notice (promptly confirmed in writing) of each proposed Borrowing,
of such Lender's Commitment Percentage thereof and of the other matters
covered by the Notice of Borrowing. Without in any way limiting Borrower's
obligation to confirm in writing any telephonic notice, Agent or the Swing
Line Lender (in the case of Swing Line Loans) may act without liability upon
the basis of telephonic notice reasonably believed by Agent in good faith to
be from a Responsible Officer of Borrower prior to receipt of written
confirmation. Agent's records shall, absent demonstrable error, be final,
conclusive and binding on Borrower with respect to evidence of the terms of
such telephonic Notice of Borrowing.

2.7 DISBURSEMENT OF FUNDS; FUNDING ASSUMPTIONS.

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(b) Unless Agent shall have been notified by any Lender at least
one Business Day prior to the Restatement Date in the case of any Lender's
initial purchase of Loans pursuant to SECTION 2.1 or thereafter, one Business
Day prior to the date of Borrowing that such Lender does not intend to make
available to Agent such Lender's portion of the Loans to be purchased or
Borrowing to be made on such date, Agent may assume that such Lender has made
such amount available to Agent on such date of Borrowing and Agent may, but
shall not be required to, in reliance upon such assumption, make available to
Borrower (or, in the case of the purchase of Loans on the Restatement Date, the
Original Lenders) a corresponding amount. If such corresponding amount is not
in fact made available to Agent by such Lender on the Restatement Date or the
date of Borrowing, as the case may be, Agent shall be entitled to recover such
corresponding amount on demand from such Lender. If such Lender does not pay
such corresponding amount forthwith upon Agent's demand therefor, Agent shall
promptly notify Borrower and, if so notified, Borrower shall immediately pay
such corresponding amount to Agent. Agent shall also be entitled to recover
from Borrower interest on such corresponding amount in respect of each day from
the date such corresponding amount was made available by Agent to Borrower to
the date such corresponding amount is recovered by Agent, at a rate per annum
equal to the rate for Base Rate Loans or Eurodollar Loans, as the case may be,
applicable during the period in question, PROVIDED, HOWEVER, that any interest
paid to Agent in respect of such corresponding amount shall be credited against
interest payable by Borrower to such lender under SECTION 3.1 in respect of such
corresponding amount. Any amount due hereunder to Agent from any Lender which
is not paid when due shall bear interest payable by such Lender, from the date
due until the date paid, at the Federal Funds Rate for the first three days
after the date such amount is due and thereafter at the Federal Funds Rate plus
1%, together with Agent's standard interbank processing fee. Further, such
Lender shall be deemed to have assigned any and all payments made of principal
and interest on its Loans, amounts due with respect to its Letters of Credit
(or its participations therein) and any other amounts due to it hereunder first
to Agent to fund any outstanding Loans made available on behalf of such Lender
by Agent pursuant to this SECTION 2.7 until such Loans have been funded (as a
result of such assignment or otherwise) and then to fund Loans of all Lenders
other than such Lender until each Lender has outstanding Loans equal to its
Commitment Percentage of all Revolving Loans (as a result of such assignment or
otherwise). Such Lender shall not have recourse against Borrower with respect
to any amounts paid to Agent or any Lender with respect to the preceding
sentence; provided, that such Lender shall have full recourse against Borrower
to the extent of the amount of such loans it has in fact made. Nothing herein
shall be deemed to relieve any Lender from its obligation to fulfill its
Revolving Commitment hereunder or to prejudice any rights which Borrower may
have against the Lender as a result of any default by such Lender hereunder.

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2.9 AMOUNT AND TERMS OF LETTER OF CREDIT.

(a) LETTER OF CREDIT COMMITMENTS, TERMS OF LETTERS OF CREDIT.

(i) Subject to and upon the terms and conditions herein
set forth and such other conditions as are applicable to its customers
generally, at any time and from time to time on or after the Initial Borrowing
Date and prior to the Business Day (or the 30th day in the case of Commercial
Letters of Credit) preceding the Termination Date, BT agrees to issue, in its
own name (in such capacity, "FACING AGENT"), but for the ratable benefit of all
Lenders (including Facing Agent) one or more Letters of Credit, each having a
Stated Amount in Dollars, for the account of Borrower in an aggregate undrawn
amount at any one time outstanding that together with the aggregate Stated
Amount of other Letters of Credit then outstanding, does not exceed $15,000,000;
PROVIDED, HOWEVER, that Facing Agent shall not issue or extend the expiration of
any Letter of Credit if, immediately after giving effect to such issuance or
extension, (A) the aggregate LC Obligations at such time would exceed
$15,000,000 or (B) the Available Revolving Commitment of any Lender would be
less than zero. Each Lender severally, but not jointly, agrees to participate
in each such Letter of Credit issued by Facing Agent to the extent of its
Commitment Percentage and to make available to Facing Agent such Lender's
Commitment Percentage of any payment made to the beneficiary of such Letter of
Credit to the extent not reimbursed by Borrower; PROVIDED, HOWEVER, that no
Lender shall be required to participate in any Letter of Credit to the extent
that such participation therein would exceed such Lender's Available Revolving
Commitment then in effect. No Lender's obligation to participate in any Letter
of Credit or to make available to Facing Agent such Lender's Commitment
Percentage of any Letter of Credit Payment made by Facing Agent shall be
affected by any other Lender's failure to participate in the same or any other
Letter of Credit or by any other Lender's failure to make available to Facing
Agent such other Lender's Commitment Percentage of any Letter of Credit Payment.
Notwithstanding the foregoing, in the event a Lender Default exists, Facing
Agent shall not be required to issue any Letter of Credit unless Facing Agent
has entered into arrangements satisfactory to it and Borrower to eliminate such
Facing Agent's risk with respect to the participation in Letters of Credit of
the Defaulting Lender or Lenders, including by cash collateralizing such
Defaulting Lender's or Lenders' Commitment Percentage of the LC Obligations.

(ii) Each Letter of Credit issued or to be issued hereunder
shall have an expiration date of one (1) year or less from the issuance date
thereof; PROVIDED, HOWEVER, that each Standby Letter of Credit may provide by
its terms that it will be automatically extended for additional successive one
(1) year periods unless Facing Agent shall have given notice to the applicable
beneficiary (with a copy to Borrower) of the election by Facing Agent (such
election to be in the sole and absolute discretion of Facing Agent) not to
extend such Letter of Credit; PROVIDED, FURTHER, that no Standby Letter of
Credit or extension thereof shall be stated to expire later than the Business
Day preceding the Termination Date and no Commercial Letter of Credit or
extension thereof shall be stated to expire later than the day thirty (30) days
prior to the Revolver Termination Date.

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(c) DRAWS UPON LETTERS OF CREDIT; REIMBURSEMENT OBLIGATION. In
the event of any drawing under any Letter of Credit by the beneficiary thereof,
Facing Agent shall give telephonic notice to Borrower and Agent (x) confirming
such drawing and (y) of the date on or before which Facing Agent intends to
honor such drawing, and Borrower shall reimburse Facing Agent on the day on
which such drawing is honored in an amount in same day funds and like currency
equal to the amount of such drawing; PROVIDED, HOWEVER, that, anything contained
in this Agreement to the contrary notwithstanding, (i) unless Borrower shall
have notified Agent and Facing Agent prior to 11:00 A.M. (New York City time) on
the Business Day Facing Agent intends to honor such drawing that Borrower
intends to reimburse Facing Agent for the amount of such drawing with funds
other than the proceeds of Revolving Loans, Borrower shall be deemed to have
timely given a Notice of Borrowing to Agent requesting each Lender to make
Revolving Loans which are Base Rate Loans on the date on which such drawing is
honored in an amount equal to the amount of such drawing and (ii) subject to
satisfaction or waiver of the conditions specified in SECTION 6.2, each such
Lender shall, on the date of such drawing, make Revolving Loans which are Base
Rate Loans in the amount of its Commitment Percentage of such drawing, the
proceeds of which shall be applied directly by Agent to reimburse Facing Agent
for the amount of such drawing; PROVIDED, FURTHER, that, if for any reason,
proceeds of Revolving Loans are not received by Facing Agent on such date in an
amount equal to the amount of such drawing, Borrower shall reimburse Facing
Agent, on the Business Day immediately following the date of such drawing, in an
amount in same day funds equal to the excess of the amount of such drawing over
the amount of such Revolving Loans, if any, which are so received, plus accrued
interest on such amount at the rate set forth in SECTION 3.1(a).

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(d) LENDERS' PARTICIPATION IN LETTERS OF CREDIT. In the event
that Borrower shall fail to reimburse Facing Agent as provided in SECTION 2.9(c)
in an amount equal to the amount of any drawing honored by Facing Agent under a
Letter of Credit issued by it in accordance with the terms hereof, Facing Agent
shall promptly notify Agent and Agent shall promptly notify each Lender of the
unreimbursed amount of such drawing and of such Lender's respective
participation therein. Each such Lender shall make available to Facing Agent an
amount equal to its Commitment Percentage of such drawing in same day funds, at
the office of Facing Agent specified in such notice, not later than 1:00 P.M.
(New York City time) on the Business Day after the date such Lender is notified
by Agent. In the event that any such Lender fails to make available to Facing
Agent the amount of such Lender's participation in such Letter of Credit as
provided in this SECTION 2.9(d), Facing Agent shall be entitled to recover such
amount on demand from such Lender together with interest at the Federal Funds
Effective Rate for two Business Days and thereafter at the Base Rate. Nothing
in this SECTION 2.9(d) shall be deemed to prejudice the right of any Lender to
recover from Facing Agent any amounts made available by such Lender to Facing
Agent pursuant to this SECTION 2.9(d) in the event that it is determined that
the payment with respect to a Letter of Credit by Facing Agent in respect of
which payment was made by such Lender constituted gross negligence or willful
misconduct as determined by a court of competent jurisdiction on the part of
Facing Agent. Facing Agent shall distribute to each other Lender which has paid
all amounts payable by it under this SECTION 2.9(d) with respect to any Letter
of Credit issued by Facing Agent such other Lender's Commitment Percentage of
all payments received by Facing Agent from Borrower in reimbursement of drawings
honored by Facing Agent under such Letter of Credit when such payments are
received. Upon any change in the Revolving Commitments of the Lenders pursuant
to SECTION 3.7 or 12.8(c) or otherwise, it is hereby agreed that, with respect
to all LC Obligations, there shall be an automatic adjustment to the
participations pursuant to this SECTION 2.9(d) to reflect the new Commitment
Percentages of the assigning Lender and the Assignee.

(e) FEES FOR LETTERS OF CREDIT.

(i) FACING AGENT FEES. Borrower agrees to pay the
following amount to Facing Agent with respect to Letters of Credit issued by it
for the account of Borrower:

(A) with respect to drawings made under any Letter
of Credit, interest, payable on demand, at a rate which is at all times
equal to 2% per annum in excess of the Base Rate on the amount paid by
Facing Agent in respect of each such drawing from the date of the drawing
to the date such amount is reimbursed by Borrower (including any such
reimbursement out of the proceeds of Revolving Loans pursuant to SECTION
2.9(c));

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

(C) a facing fee as agreed to between Borrower and
the applicable Facing Bank for the applicable Letter of Credit and unless
otherwise agreed, shall be payable

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with respect to the maximum Stated Amount under such outstanding Letters of
Credit payable in arrears on the last Business Day of each fiscal quarter,
on the Termination Date and thereafter, on demand together with customary
issuance and drawing charges payable pursuant to clause (B) above;
PROVIDED, HOWEVER, if calculation of the facing fee in the manner set forth
above would result in a facing fee of less than $500 per year per Letter of
Credit, Borrower shall be obligated to pay such additional amount to the
applicable Facing Bank so as to provide for a minimum facing fee of $500
per year per Letter of Credit.

(ii) PARTICIPATING LENDER FEES. Borrower agrees to pay to
Agent for distribution to each participating Lender in respect of all Letters of
Credit outstanding such Lender's Commitment Percentage of a commission equal to
the Applicable Eurodollar Rate Margin with respect to the daily Stated Amount
under such outstanding Letters of Credit (the "LC COMMISSION"), payable in
arrears on and to the last Business Day of each fiscal quarter, on the
Termination Date and thereafter, on demand. The LC Commission shall be computed
from the first day of issuance of each Letter of Credit and on the basis of the
actual number of days elapsed over a year of 360 days.

(i) any lack of validity or enforceability of such Letter
of Credit;

(ii) the existence of any claim, setoff, defense or other
right which Borrower or any of its Affiliates may have at any time against a
beneficiary or any transferee of such Letter of Credit (or any persons or
entities for which any such beneficiary or transferee may be acting), Facing
Agent, any Lender or any other Person, whether in connection with this
Agreement, the transactions contemplated herein or any unrelated transaction
(including any underlying transaction between Borrower or one of its
Subsidiaries and the beneficiary of such Letter of Credit);

(iii) any draft, demand, certificate or any other document
presented under such Letter of Credit proving to be forged, fraudulent, invalid
or insufficient in any respect or any statement therein being untrue or
inaccurate in any respect, provided the same appears on its face to comply with
the draw requirements for the Letter of Credit;

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(iv) payment by Facing Agent under such Letter of Credit
against presentation of a demand, draft or certificate or other document which
does not comply with the terms of such Letter of Credit, provided the same
appears on its face to comply with the draw requirements for the Letter of
Credit;

(v) the fact that an Event of Default or an Unmatured
Event of Default shall have occurred and be continuing.

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

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of any liability incurred by Facing Agent arising solely out of the gross
negligence or willful misconduct of Facing Agent. The right of indemnification
in the first paragraph of this SECTION 2.9(g) shall not prejudice any rights
that Borrower may otherwise have against Facing Agent with respect to a Letter
of Credit issued hereunder.

(i) any increase in the Stated Amount of any Letter of
Credit by reason of any amendment to any Letter of Credit shall be deemed
effective under this Agreement as of the date Facing Agent actually issues an
amendment purporting to increase the Stated Amount of such Letter of Credit,
whether or not Facing Agent receives the consent of the Letter of Credit
beneficiary or beneficiaries to the amendment, except that if Borrower has
requested that the increase in Stated Amount be given effect as of an earlier
date and Facing Agent issues an amendment to that effect, then such increase in
Stated Amount shall be deemed effective under this Agreement as of such earlier
date requested by Borrower; and

(ii) any reduction in the Stated Amount of any Letter of
Credit by reason of any amendment to any Letter of Credit shall be deemed
effective under this Agreement as of the later of (x) the date Facing Agent
actually issues an amendment purporting to reduce the Stated Amount of such
Letter of Credit, whether or not the amendment provides that the reduction be
given effect as of an earlier date, or (y) the date Facing Agent receives the
written consent (including by telex or facsimile transmission) of the Letter of
Credit beneficiary or beneficiaries to such reduction, which written consent
must be dated on or after the date of the amendment issued by Facing Agent
purporting to effect such reduction.

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reasonably and in good faith and will, to the extent the increased costs or
reductions in amounts receivable or reductions in rates of return relate to
Facing Agent's or such Lender's letters of credit in general and are not
specifically attributable to the Letters of Credit hereunder, use averaging and
attribution methods which are reasonable and which cover all letters of credit
similar to the Letters of Credit issued by or participated in by Facing Agent or
such Lender whether or not the documentation for such other Letters of Credit
permit Facing Agent or such Lender to receive amounts of the type described in
this SECTION 2.9(i). Facing Agent or any Lender, upon determining that any
additional amounts will be payable pursuant to this SECTION 2.9(i), will give
prompt written notice thereof to Borrower, which notice shall include a
certificate submitted to Borrower by Facing Agent or such Lender (a copy of
which certificate shall be sent by Facing Agent or such Lender to Agent),
setting forth in reasonable detail the basis for the calculation of such
additional amount or amounts necessary to compensate Facing Agent or such
Lender, although failure to give any such notice shall not release or diminish
Borrower's obligations to pay additional amounts pursuant to this SECTION 2.9(i)
provided that Borrower shall not be required to compensate a Lender or Facing
Agent pursuant to this section for any increased costs or reductions incurred
more than 180 days prior to the date that such Lender or Facing Agent, as the
case may be, notifies Borrower of the additional amounts and of such Lender's or
Facing Agent's intention to claim compensation therefor; PROVIDED FURTHER that,
if the change in law giving rise to such increased costs or reductions is
retroactive, then the 180-day period referred to above shall be extended to
include the period of retroactive effect thereof. The certificate required to be
delivered pursuant to this SECTION 2.9(i) shall, absent demonstrable error, be
final, conclusive and binding on Borrower and Facing Agent or the Lender, as
applicable.

ARTICLE III

INTEREST AND FEES

3.1 INTEREST.

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Revolving Loans on the Termination Date and on all Loans on the date of
repayment (including prepayment) thereof (except that voluntary prepayments of
Revolving Loans that are Base Rate Loans made pursuant to SECTION 4.2 on any day
other than an Interest Payment Date or the Revolver Termination Date need not be
made with accrued interest from the most recent Quarterly Payment Date, provided
such accrued interest is paid on the next Interest Payment Date) and on the date
of maturity (by acceleration or otherwise) of such Loans. During the existence
of any Event of Default, interest on any Loan shall be payable on demand.

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

3.2 FEES.

(b) AGENCY FEES. Borrower shall pay to Agent for its own
account, agency and other Loan fees in the amount and at the times set forth in
the letter agreement between Borrower and Agent.

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3.4 INTEREST PERIODS. At the time it gives any Notice of Borrowing or a
Notice of Conversion or Continuation with respect to Eurodollar Loans, Borrower
shall elect, by giving Agent written notice, the interest period (each an
"INTEREST PERIOD") which Interest Period shall, at the option of Borrower, be
one, two, three or six months, provided that:

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

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

(vi) no Interest Period shall extend beyond the Termination
Date.

3.5 COMPENSATION FOR FUNDING LOSSES.

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(a) Borrower shall compensate each Lender, upon its written
request (which request shall set forth in reasonable detail the basis for
requesting such amounts), for all losses, expenses and liabilities (including,
without limitation, any interest paid by such Lender to lenders of funds
borrowed by it to make or carry its Eurodollar Loans to the extent not recovered
by the Lender in connection with the liquidation or re-employment of such funds
and including the compensation payable by such Lender to a Participant but
excluding loss of anticipated profit with respect to any Loans) and any loss
sustained by such Lender in connection with the liquidation or re-employment of
such funds (including, without limitation, a return on such liquidation or
re-employment that would result in such Lender receiving less than it would have
received had such Eurodollar Loan remained outstanding until the last day of the
Interest Period applicable to such Eurodollar Loans) which such Lender may
sustain as a result of (regardless of whether such events occur as a result of
an Event of Default or Unmatured Event of Default or the exercise of any right
or remedy of Agent or the Lenders under this Agreement or any other agreement,
or at law): (i) any failure by Borrower to continue or borrow, or convert from
or into, Eurodollar Loans on a date specified therefor in a Notice of Borrowing
or Notice of Conversion or Continuation delivered by Borrower (whether or not
withdrawn); (ii) any payment, prepayment or conversion or continuation of any of
its Eurodollar Loans occurring for any reason whatsoever on a date which is not
the last day of an Interest Period applicable thereto; (iii) any repayment of
any of its Eurodollar Loans not being made on the date specified in a notice of
payment given by Borrower; or (iv) (A) any other failure by Borrower to repay
its Eurodollar Loans when required by the terms of this Agreement or (B) an
election made by Borrower pursuant to SECTION 3.7. Such a written request as to
additional amounts owed such Lender under this SECTION 3.5 and delivered to
Borrower and Agent by such Lender shall, absent demonstrable error, be final,
conclusive and binding for all purposes.

3.6 INCREASED COSTS, ILLEGALITY, ETC.

(a) GENERALLY. In the event that:

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

(ii) at any time, any Lender shall incur increased costs or
reduction in the amounts received or receivable hereunder with respect to any
Eurodollar Loan because of (x) any

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change since the date of this Agreement in any applicable law or governmental
rule, regulation, order, guideline or request (whether or not having the force
of law) or in the interpretation or administration thereof and including the
introduction of any new law or governmental rule, regulation, order, guideline
or request, such as, for example, but not limited to: (A) a change in the basis
of taxation of payments to any Lender of the principal of or interest on the
Notes or any other amounts payable hereunder (except for (a) changes in the rate
of tax on, or determined by reference to, the net income or profits of such
Lender imposed by the jurisdiction in which its principal office or applicable
lending office is located and (b) United States withholding taxes, which shall
be governed by the provisions of SECTION 4.6) or (B) a change in official
reserve requirements (but, in all events, excluding reserves required under
Regulation D to the extent included in the computation of the Eurodollar Rate)
and/or (y) other circumstances since the date of this Agreement affecting such
Lender or the interbank Eurodollar market or the position of such Lender in such
market (excluding, however, differences in a Lender's cost of funds from those
of Agent which are solely the result of credit differences between such Lender
and Agent); or

(iii) at any time, the making or continuance of any
Eurodollar Loan has been made (x) unlawful by any law or governmental rule,
regulation or order, (y) impossible by compliance by any Lender in good faith
with any governmental request (whether or not having force of law) or (z)
impracticable as a result of a contingency occurring after the date of this
Agreement which materially and adversely affects the interbank Eurodollar
market;

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(z) in the case of clause (iii) above, Borrower shall take one of the actions
specified in SECTION 3.6(b) as promptly as possible and, in any event, within
the time period required by law. In determining such additional amounts
pursuant to clause (y) of the immediately preceding sentence, each Lender shall
act reasonably and in good faith and will, to the extent the increased costs or
reductions in amounts receivable relate to such Lender's loans in general and
are not specifically attributable to a Loan hereunder, use averaging and
attribution methods which are reasonable and which cover all loans similar to
the Loans made by such Lender whether or not the loan documentation for such
other loans permits the Lender to receive increased costs of the type described
in this SECTION 3.6(a).

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compensate such Lender pursuant to this section for any increased costs or
reductions incurred more than 180 days prior to the date that such Lender
notifies Borrower of the increased costs or reductions and of such Lender's
intention to claim compensation therefor; PROVIDED FURTHER that, if the change
in law giving rise to such increased costs or reductions is retroactive, then
the 180-day period referred to above shall be extended to include the period of
retroactive effect thereof

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collateral into the Collateral Account in amounts and pursuant to arrangements
satisfactory to such Facing Agent) have been made with respect to such
outstanding Letters of Credit.

ARTICLE IV

REDUCTION OF COMMITMENTS; PAYMENTS AND PREPAYMENTS

(b) In the event of certain refusals by a Lender to consent to
certain proposed amendments, changes, supplements, waivers, discharges or
terminations with respect to this Agreement which have been approved by the
Majority Lenders as provided in SECTION 11.1(b), Borrower shall have the right,
upon five (5) Business Days' prior written notice to Agent (which notice Agent
shall promptly transmit to each of the Lenders), to terminate the entire
Revolving Commitment of such Lender, so long as all Loans, together with accrued
and unpaid interest, fees and all other amounts, due and owing to such Lender
are repaid concurrently with the effectiveness of such termination at which time
SCHEDULE 1.1 shall be deemed modified to reflect such changed amounts pursuant
to SECTION 4.1(a) and Borrower cash collateralizes such Lender's Commitment
Percentage of the LC Obligations. At such time, such Lender shall no longer
constitute a "Lender" for purposes of this Agreement, except with respect to
indemnifications under this Agreement which shall survive as to such repaid
Lender.

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Borrowing shall reduce the aggregate principal amount of the outstanding Loans
made pursuant to such Borrowing to an amount less than the Minimum Borrowing
Amount applicable thereto; (iii) Eurodollar Loans may only be prepaid pursuant
to this SECTION 4.2 on the last day of an Interest Period applicable thereto or
on any other day subject to SECTION 3.5; (iv) each prepayment in respect of any
Borrowing shall be applied pro rata among the Loans comprising such Borrowing
PROVIDED, that such prepayment shall not be applied to any Revolving Loans of a
Default Lender at any time when the aggregate amount of Revolving Loans of any
Non-Defaulting Lender exceeds such Non-Defaulting Lender's Commitment Percentage
of all Revolving Loans then outstanding. The notice provisions, the provisions
with respect to the minimum amount of any prepayment, and the provisions
requiring prepayments in integral multiples above such minimum amount of this
SECTION 4.2 are for the benefit of Agent and may be waived unilaterally by
Agent.

(b) In the event of certain refusals by a Lender to consent to
certain proposed amendments, changes, supplements, waivers, discharges or
terminations with respect to this Agreement which have been approved by the
Majority Lenders as provided in SECTION 11.1(b), Borrower shall have the right,
upon five (5) Business Days' prior written notice to Agent (which notice Agent
shall promptly transmit to each of the Lenders), to repay all Loans, together
with accrued and unpaid interest, fees and all other amounts due and owing to
such Lender in accordance with said SECTION 11.1(b), so long as (A) in the case
of the repayment of Revolving Loans of any Lender pursuant to this clause (b),
the Revolving Commitment of such Lender is terminated concurrently with such
repayment pursuant to SECTION 4.1(b) and (B) in the case of the repayment of
Loans of any Lender, the consents required by SECTION 11.1(b) in connection with
the repayment pursuant to this clause (b) shall have been obtained.

4.3 MANDATORY PREPAYMENTS.

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principal amount of such Loans from time to time from the date hereof until
payment in full thereof at the rates per annum, and on the dates, set forth in
SECTION 2.6.

(c) MANDATORY PREPAYMENT UPON ASSET DISPOSITION. If Borrower or
any of its Subsidiaries receives Net Sale Proceeds from an Asset Disposition, to
the extent that such Net Sale Proceeds exceed $50,000,000, the aggregate
Revolving Commitment shall be permanently reduced by the amount of such excess.
After giving effect to the immediately preceding sentence, Borrower or any
Subsidiary may reinvest up to $50,000,000 of the Net Sale Proceeds of such Asset
Disposition (the "Reinvestable Proceeds") within two hundred seventy (270) days
in productive replacement assets of a kind then used or useable in the business
of Borrower or its Subsidiaries. If Borrower does not intend to so reinvest
such Reinvestable Proceeds or if the period set forth in the immediately
preceding sentence expires without Borrower having reinvested such Reinvestable
Proceeds, the Aggregate Revolving Commitment shall be permanently reduced by the
amount of the Reinvestable Proceeds which have not been reinvested by Borrower.
On the date of, and after giving effect to, the reductions in the Revolving
Commitments required by this SECTION 4.3(c), Borrower shall prepay outstanding
Loans to the extent required by SECTION 4.3(a).

(d) MANDATORY PREPAYMENT UPON INCURRENCE OF INDEBTEDNESS. On the
date of receipt by Borrower and/or any of their Subsidiaries of Net Offering
Proceeds from the incurrence of Indebtedness, the aggregate Revolving
Commitments shall be permanently reduced by an amount equal to 100% of such Net
Offering Proceeds, PROVIDED, HOWEVER, that such permanent reduction shall not be
required with respect to Net Offering Proceeds from the incurrence of
Indebtedness permitted under SECTION 8.2. On the date of receipt of any such
Net Offering Proceeds and after giving effect to the reductions in the
Revolving Commitments required by the preceding sentence, Borrower shall prepay
outstanding Loans and/or cash collateralize LOC Obligations to the extent
required by SECTION 4.3(a).

4.4 APPLICATION OF PREPAYMENTS. Except as expressly provided in this
Agreement, all prepayments of principal made by Borrower pursuant to SECTIONS
4.2 AND 4.3 shall be applied first to the payment of Base Rate Loans and second
to the payment of Eurodollar Loans; and with respect to Eurodollar Loans, in
such order as Borrower shall request (and in the absence of such request, as
Agent shall determine). If any prepayment of Eurodollar Loans made pursuant to
a single Borrowing shall reduce the outstanding Loans made pursuant to such
Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing
shall immediately be converted into Base Rate Loans. All prepayments shall
include payment of accrued interest on the principal amount so prepaid, shall be
applied to the payment of interest before application to principal and shall
include amounts payable, if any, under SECTION 3.5.

4.5 METHOD AND PLACE OF PAYMENT.

(a) Except as otherwise specifically provided herein, all
payments under this Agreement shall be made to Agent, for the ratable account of
the Lenders entitled thereto, not later than 12:00 Noon (New York City time) on
the date when due and shall be made in immediately available funds in lawful
money of the United States of America and in each case to the account

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specified therefor for Agent or if no account has been so specified at the
Payment Office, it being understood that with respect to payments in Dollars,
written telex or telecopy notice by Borrower to Agent to make a payment from the
funds in Borrower's account at the Payment Office shall constitute the making of
such payment to the extent of such funds held in such account. Agent will
thereafter cause to be distributed on the same day (if payment was actually
received by Agent prior to 12:00 Noon (New York City time) on such day) like
funds relating to the payment of principal or interest or fees ratably to the
Lenders entitled to receive any such payment in accordance with the terms of
this Agreement. If and to the extent that any such distribution shall not be so
made by Agent in full on the same day (if payment was actually received by Agent
prior to 12:00 Noon (New York City time) on such day), Agent shall pay to each
Lender its ratable amount thereof and each such Lender shall be entitled to
receive from Agent interest on such amount at the overnight Federal Funds Rate
for each day from the date such amount is paid to Agent until the date Agent
pays such amount to such Lender.

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

4.6 NET PAYMENTS.

(a) All payments made by Borrower hereunder or under any Loan
Document will be made without setoff, counterclaim or other defense. Except as
provided in SECTION 4.6(d), all payments hereunder and under any of the Loan
Documents (including, without limitation, payments on account of principal and
interest and fees) shall be made by Borrower free and clear of and without
withholding for or on account of any present or future tax, duty, levy, impost,
assessment or other charge of whatever nature now or hereafter imposed by any
Governmental Authority, but excluding therefrom (i) a tax imposed on the overall
net income (including a franchise tax based on net income) of the recipient of
such payment by the U.S. or by the jurisdiction in which such recipient is
incorporated or in the case of any Lender the jurisdiction (or political
subdivision or taxing authority thereof) in which its lending office is located,
(ii) in the case of any Lender organized under the laws of any jurisdiction
other than the United States or any state thereof (or the District of Columbia),
any taxes imposed by the United States by means of withholding at the source
unless such withholding results from a change in applicable law, treaty or
regulations or the interpretation or administration thereof (including, without
limitation, any guideline or policy not having the force of law) by any
authority charged with the administration thereof subsequent to the date such
Lender becomes a Lender with respect to the Loan or portion thereof affected by
such change and (iii) any tax imposed on or measured by the overall net income
(including a franchise tax based on net income) of a Lender or an office or
branch thereof by the United States of America or

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any political subdivision or taxing authority thereof or therein (such tax or
taxes, other than excluded tax or taxes, being herein referred to as "TAX" or
"TAXES"). If Borrower is required by law to make any deduction or withholding
of any Taxes from any payment due hereunder or under any of the Loan Documents,
then the amount payable will be increased to such amount which, after deduction
from such increased amount of all such Taxes required to be withheld or deducted
therefrom, will not be less than the amount due and payable hereunder had no
such deduction or withholding been required.

(b) If Borrower makes any payment hereunder or under any of the
Loan Documents in respect of which it is required by law to make any deduction
or withholding of any Taxes, it shall pay the full amount to be deducted or
withheld to the relevant taxation or other authority within the time allowed for
such payment under applicable law and shall deliver to the Lenders within 30
days after it has made such payment to the applicable authority such receipt, if
any, issued by such authority evidencing the payment to such authority of all
amounts so required to be deducted or withheld from such payment.

(c) Without prejudice to the provisions of SECTION 4.6(a), if any
Lender, or Agent on its behalf, is required by law to make any payment on
account of Taxes on or in relation to any such received or receivable tax
hereunder or under any of the Loan Documents by such Lender, or Agent on its
behalf, or any liability for Tax in respect to any such payment is imposed,
levied or assessed against any Lender or Agent on its behalf, Borrower will
promptly indemnify such person against such Tax payment or liability, together
with any interest, penalties and expenses (including counsel fees and expenses)
payable or incurred in connection therewith, including any tax of any Lender
arising by virtue of payments under this SECTION 4.6(c), computed in a manner
consistent with SECTION 4.6(c). A certificate as to the amount of such payment
by such Lender, or Agent on its behalf, absent demonstrable error, shall be
final, conclusive and binding upon all parties hereto for all purposes.

(d) Each Lender that is not a United States person (as such term
is defined in Section 7701(a)(30) of the Code) agrees to deliver to Borrower and
Agent on or prior to the Initial Borrowing Date, or in the case of a Lender that
is an Assignee of an interest under this Agreement pursuant to SECTION 3.7 or
11.9 (unless the respective Lender was already a Lender hereunder immediately
prior to such assignment), on the date of such assignment to such Lender, (i)
two accurate and complete original signed copies of IRS Form 4224 or 1001 (or
successor forms) certifying to such Lender's entitlement to a complete exemption
from United States withholding tax with respect to payments to be made under
this Agreement and under any Note, or (ii) if the Lender is not a "bank" within
the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either IRS
Form 1001 or 4224 pursuant to clause (i) above, (x) a certificate substantially
in the form of EXHIBIT 4.6(d) (any such certificate, a "SECTION 4.6(d)(ii)
CERTIFICATE") and (y) two accurate and complete original signed copies of IRS
Form W-8 (or successor form) certifying to such Lender's entitlement to a
complete exemption from United States withholding tax with respect to payments
of interest to be made under this Agreement and under any Note. In addition,
each Lender agrees that from time to time after the Initial Borrowing Date, when
a lapse in time or change in circumstances renders the previous certification
obsolete or inaccurate in any material respect, it will

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deliver to Borrower and Agent two new accurate and complete original signed
copies of IRS Form 4224 or 1001, or Form W-8 and a Section 4.6(d)(ii)
Certificate, as the case may be, and such other forms as may be required in
order to confirm or establish the entitlement of such Lender to a continued
exemption from or reduction in United States withholding Tax with respect to
payments under this Agreement and any Note, or it shall immediately notify
Borrower and Agent of its inability to deliver any such form or certificate.
Notwithstanding anything to the contrary contained in SECTION 4.6(a), but
subject to SECTION 11.9(c) and the immediately succeeding sentence, (x) Borrower
shall be entitled, to the extent it is required to do so by law, to deduct or
withhold income or similar Taxes imposed by the United States (or any political
subdivision or taxing authority thereof or therein) from interest, fees or other
amounts payable hereunder for the account of any Lender which is not a United
States person (as such term is defined in Section 7701(a)(30) of the Code) for
United States Federal income tax purposes to the extent that such Lender has not
provided to Borrower IRS Forms that establish a complete exemption from such
deduction or withholding and (y) Borrower shall be obligated pursuant to SECTION
4.6(a) hereof to gross-up payments to be made to a Lender in respect of income
or similar Taxes imposed by the United States unless (I) upon timely notice from
the Borrower, such Lender has not provided to Borrower the IRS Forms required to
be provided to Borrower pursuant to the first sentence of this SECTION 4.6(d),
or (II) in the case of a payment, other than interest, to a Lender described in
clause (ii) above, to the extent that such IRS Forms do not establish a complete
exemption from withholding of such Taxes. Notwithstanding anything to the
contrary contained in the preceding sentence or elsewhere in this SECTION 4.6
and except as set forth in SECTION 11.9(c), Borrower agrees to pay additional
amounts and to indemnify each Lender in the manner set forth in SECTION 4.6(a)
(without regard to the identity of the jurisdiction requiring the deduction or
withholding) in respect of any amounts deducted or withheld by it as described
in the immediately preceding sentence as a result of any changes after the
Initial Borrowing Date in any applicable law, treaty, governmental rule,
regulation, guideline or order, or in the interpretation thereof, relating to
the deducting or withholding of income or similar Taxes.

(e) Each Lender agrees that, as promptly as practicable after it
becomes aware of the occurrence of any event or the existence of any condition
that would cause Borrower to make a payment in respect of any Taxes to such
Lender pursuant to SECTION 4.6(a) or a payment in indemnification for any Taxes
pursuant to SECTION 4.6(c), it will use reasonable efforts to make, fund or
maintain the Loan (or portion thereof) of such Lender with respect to which the
aforementioned payment is or would be made through another lending office of
such Lender if as a result thereof the additional amounts which would otherwise
be required to be paid by such Borrower in respect of such Loans (or portions
thereof) or participations in Letters of Credit pursuant to SECTION 4.6(a) or
SECTION 4.6(c) would be materially reduced, and if, as determined by such
Lender, in its sole discretion, the making, funding or maintaining of such Loans
or participations in Letters of Credit (or portions thereof) through such other
lending office would not otherwise materially adversely affect such Loans or
such Lender. Borrower agrees to pay all reasonable expenses incurred by any
Lender in utilizing another lending office of such Lender pursuant to this
SECTION 4.6(e).

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ARTICLE V.
REPRESENTATIONS AND WARRANTIES

To induce Agent and each Lender to enter into this Agreement and to
make the Loans and issue (or participate in) the Letters of Credit, Borrower
hereby represents and warrants to Agent and each Lender, and hereby agrees, as
follows:

5.1 CORPORATE EXISTENCE; COMPLIANCE WITH LAW. Each of Borrower and its
Subsidiaries (a) is duly organized, validly existing and in good standing under
the laws of the jurisdiction of its organization, (b) has the corporate power
and authority, and the legal right, to own and operate its property, to lease
the property it operates as lessee and to conduct the business in which it is
currently engaged, (c) is duly qualified and in good standing as a foreign
corporation, and is duly authorized to do business, in each jurisdiction where
its ownership or leasing of property or the character of its operations makes
such qualification necessary, except where the failure to so qualify would not
reasonably be expected to have a Material Adverse Effect and (d) is in
compliance with all Requirements of Law except to the extent that all failures
to comply therewith would not reasonably be expected to have a Material Adverse
Effect.

5.2 CORPORATE POWER; AUTHORIZATION; NO VIOLATION. The execution,
delivery and performance by each Loan Party of this Agreement and the other Loan
Documents to which it is a party (i) are within such Loan Party's corporate
power, (ii) have been duly authorized by all necessary corporate, shareholder
and other action on the part of each Person whose authorization is required,
(iii) do not violate any Requirement of Law or any material Contractual
Obligation applicable to such Loan Party (except the Existing Credit
Agreements), (iv) will not result in or require the creation or imposition of
any Lien of any nature upon or with respect to any of the properties now owned
or hereafter acquired by such Person and (v) will not require any authorization
or approval or other action by, or notice to or filing or registration with, any
Governmental Authority (other than those which have been obtained and are in
force and effect).

5.3 BINDING EFFECT. This Agreement has been, and the other Loan
Documents to which any Loan Party is a party will be when executed and
delivered, duly executed and delivered on behalf of Borrower and the other Loan
Parties thereto. This Agreement constitutes, and the other Loan Documents to
which any Loan Party is a party when executed and delivered will constitute, a
legal, valid and binding obligation of the Loan Parties that are party thereto,
enforceable against such Loan Parties in accordance with their respective terms,
except as enforcement thereof may be subject to (i) the effect of any applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors' rights generally and (ii) general principles of equity (regardless of
whether such enforcement is sought in a proceeding in equity or at law). The
security interests created in favor of Agent, as Pledgee for the benefit of the
Lenders under the Pledge Agreements constitute first perfected security
interests in the Pledged Stock, subject to no security interests of any other
Person. No filings or recordings are required in order to perfect the security
interests created in the Pledged Stock under the Pledge Agreements.

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5.4 PURPOSE OF LOANS. The proceeds of the Loans shall be used by
Borrower to (i) repay existing indebtedness under the Existing Credit Agreements
and (ii) for general corporate and working capital purposes (including without
limitation the Asset Acquisition and other Acquisitions). No proceeds of any of
the Loans will be used for "buying," "purchasing," or "carrying," any "margin
stock" within the respective meanings of each of the quoted terms under
Regulation U of the Board as now and from time to time hereafter in effect or
for any purpose which would cause any of the loans or extensions of credit under
this Agreement to be considered a "purpose credit" within the meaning of
Regulation T, U or X of the Board.

5.5 SUBSIDIARIES. SCHEDULE 5.5 annexed hereto and made a part hereof is
a complete and correct list of all Subsidiaries of Borrower as of the
Restatement Date and separately identifies all Material Subsidiaries of Borrower
as of the Restatement Date. All of such Subsidiaries are Wholly-Owned
Subsidiaries of Borrower except as otherwise indicated on such SCHEDULE 5.5.
There does not exist any encumbrance or restriction on the ability of (i) any
Subsidiary of Borrower to pay dividends or make any other distributions on its
capital stock or any other interest or participation in its profits owned by
Borrower or any Subsidiary of Borrower, or to pay any Indebtedness owed to
Borrower or a Subsidiary of Borrower, (ii) any Subsidiary of Borrower to make
loans or advances to Borrower or any of Borrower's Subsidiaries or (iii)
Borrower or any of its Subsidiaries to transfer any of its properties or assets
to Borrower or any of its Subsidiaries, except for such encumbrances or
restrictions existing under or by reason of (x) applicable law, (y) this
Agreement or the other Loan Documents or (z) customary provisions restricting
subletting or assignment of any lease or other contract governing a leasehold
interest or other contract rights of Borrower or a Subsidiary of Borrower.

5.6 INDEBTEDNESS. SCHEDULE 5.6 annexed hereto and made a part hereof is
a complete and correct list of all Indebtedness of Borrower and its Subsidiaries
which, in any individual instance exceeds $250,000 in principal amount and which
is outstanding as of the Restatement Date (other than Intercompany
Indebtedness).

5.7 FINANCIAL STATEMENTS; FINANCIAL CONDITION; UNDISCLOSED LIABILITIES;
PROJECTIONS, ETC.

(a) FINANCIAL STATEMENTS. The balance sheet of Borrower at
December 31, 1995, December 31, 1996, and December 31, 1997, and the related
statements of operations, cash flows and shareholders' equity of Borrower for
the Fiscal Year or other period ended on such dates, as the case may be, copies
of which have been furnished to the Lenders prior to the date hereof which have
been examined by Ernst & Young L.L.P., independent certified public accountants,
were prepared in accordance with GAAP in effect on the date such statements were
prepared and fairly present the consolidated financial condition and results of
operations of the Borrower and its Subsidiaries at such dates and for the
periods then ended. Since December 31, 1997, there has been no Material Adverse
Effect.

(b) SOLVENCY. On and as of each of the Closing Date and the
Restatement Date, after giving effect to the Transaction and to all Indebtedness
(including the Loans) being incurred,

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and to be incurred (and the use or proceeds thereof), and Liens created, and to
be created, by Borrower in connection with the transactions contemplated hereby,
(i) the sum of the assets, at a fair valuation, of Borrower will exceed its
Debts; (ii) Borrower has not incurred nor intends to, nor believes that it will,
incur Debts beyond its ability to pay such Debts as such Debts mature; and (iii)
Borrower will have sufficient capital with which to conduct its business.

(c) NO UNDISCLOSED LIABILITIES. Except as fully reflected in the
financial statements and the notes thereto referred to in SECTION 5.7(a) or on
SCHEDULE 5.7(d), there are (after giving effect to the Transaction and the other
transactions contemplated hereby) no liabilities or obligations with respect to
Borrower of any nature whatsoever (whether absolute, accrued, contingent or
otherwise and whether or not due) which, either individually or in aggregate,
would be material to Borrower. As of the Restatement Date (and after giving
effect to the Transaction and the other transaction contemplated hereby),
Borrower does not know of any basis for the assertion against Borrower of any
liability or obligation of any nature whatsoever that is not reflected in such
financial statements or the notes related thereto delivered pursuant to
SECTION 5.7(a) or on SCHEDULE 5.6 which, either individually or in the
aggregate, could reasonably be expected to be material to Borrower.

(d) PROJECTIONS. On and as of the Restatement Date, the
financial projections, attached hereto as SCHEDULE 5.7(d) (the "PROJECTIONS")
have been prepared on a basis consistent with the financial statements referred
to in SECTION 5.7(a) and are based on good faith estimates and assumptions made
by the management of Borrower, and there are no statements or conclusions in any
of the Projections which are based upon or include information known to Borrower
to be misleading or which fail to take into account material information known
to Borrower regarding the matters reported therein. On the Restatement Date,
Borrower believed that the Projections were reasonable and attainable, it being
understood that uncertainty is inherent in any forecasts or projections and that
no assurance can be given that the results set forth in the Projections will
actually be obtained.

5.8 NO MATERIAL LITIGATION. There are no actions, suits, proceedings or
investigations pending or, to the knowledge of Borrower, threatened against
Borrower or any of its Subsidiaries or any of its or their respective properties
or assets before any arbitrator or Governmental Authority (a) with respect to
this Agreement or any other Loan Document or any of the actions contemplated
hereby or thereby, or (b) which would reasonably be expected to have a Material
Adverse Effect.

5.9 PERFORMANCE OF AGREEMENTS. Neither Borrower nor any of its
Subsidiaries is in default in the performance, observance or fulfillment of any
of the obligations, covenants or conditions contained in any Contractual
Obligation of Borrower or any of its Subsidiaries and no event or condition has
occurred or become known or exists which with notice or the lapse of time or
both would constitute such a default except where such default or defaults, if
any, would not reasonably be expected to have a Material Adverse Effect.

5.10 TAXES. Borrower and each of its Subsidiaries has filed or caused to
be filed all material tax returns and reports which are required to be filed,
and has paid all taxes shown to be due

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and payable on said returns or on any assessments made against it or any of its
properties or assets and all other taxes, fees and other charges imposed on its
or any of their respective properties by any Governmental Authority other than
those the amount or validity of which are currently being contested in good
faith by appropriate proceedings diligently pursued and with respect to which
reserves in conformity with GAAP have been provided on the books of Borrower
and/or its Subsidiaries, as applicable) and no material tax Lien has been filed
or received. There is no proposed tax assessment against Borrower or any of its
Subsidiaries which would reasonably be expected to have a Material Adverse
Effect.

5.11 GOVERNMENTAL REGULATION. (i) Neither Borrower nor any of its
Subsidiaries is an "investment company" or a company "controlled" by a company
required to be registered as an "investment company" within the meaning of the
Investment Company Act of 1940, as amended, and (ii) neither Borrower nor any of
its Subsidiaries is engaged directly or indirectly, principally, or as one of
its important activities, in the business of extending, or arranging for the
extension of, credit for the purposes of purchasing or carrying any margin
stock, within the meaning of Regulation T, U or X of the Board.

5.12 OWNERSHIP OF PROPERTY; LIENS. Each of Borrower and its Subsidiaries
has good and indefeasible title in fee simple to, or a valid leasehold interest
in, all its material real property, and good title to, or a valid leasehold
interest in, all its other material property, and none of such property is
subject to any Lien except for Permitted Liens.

5.13 INTELLECTUAL PROPERTY. Borrower and each of its Subsidiaries owns,
or is licensed to use, all trademarks, tradenames, copyrights, technology,
know-how, patents and processes necessary for the conduct of its business as
currently conducted, except for those the failure to own or be licensed to use,
which would not reasonably be expected to have a Material Adverse Effect (the
"INTELLECTUAL PROPERTY"). No claim has been asserted and is pending by any
Person challenging or questioning the use of any such Intellectual Property or
the validity or effectiveness of any such Intellectual Property, nor does
Borrower know of any valid basis for any such claim except for such claims and
infringements that, in the aggregate, would not reasonably be expected to have a
Material Adverse Effect. To Borrower's or any of its Subsidiaries' knowledge,
the use of such Intellectual Property by Borrower and its Subsidiaries does not
infringe on the rights of any Person, in each case except for such claims and
infringements that, in the aggregate, would not reasonably be expected to have a
Material Adverse Effect.

5.14 DISCLOSURE. This Agreement and any other document, certificate or
statement furnished to Agent or any Lender by or on behalf of Borrower or any of
its Subsidiaries, taken as a whole, do not contain any untrue statement of a
material fact and do not omit to state a material fact necessary in order to
make the statements contained herein and therein not misleading when made.
There is no fact known to Borrower or any of its Subsidiaries which now has or
in the future would reasonably be expected to have (so far as Borrower or any of
its Subsidiaries can now reasonably foresee) a Material Adverse Effect which has
not been disclosed in this Agreement, or in the other documents and certificates
furnished to Agent and each Lender specifically for use in connection with the
transactions contemplated hereby.

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5.15 ERISA. Borrower and each of its ERISA Affiliates are in compliance
in all material respects with applicable provisions of ERISA and the Code and
the regulations and published interpretations thereunder with respect to all
Plans and, to the best of Borrower's knowledge, all Multiemployer Plans, except
where noncompliance would not reasonably be expected to have a Material Adverse
Effect. No Termination Event has occurred or is reasonably expected to occur
with respect to any Plan. The sum of the "amounts of unfunded benefit
commitments" (as defined in Section 4001(a)(18) of ERISA) under all Plans
(excluding each Plan with an amount of unfunded benefit commitments of zero or
less) is not more than $7,500,000. The aggregate Withdrawal Liability under all
Multiemployer Plans is not more than $7,500,000.

5.16 LABOR RELATIONS. Except to the extent that such practices,
circumstances, events or questions would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect, (a) neither Borrower
nor any of its Subsidiaries is engaged in any unfair labor practice and (b) no
significant strike, labor dispute, slowdown or stoppage is pending against
Borrower or any of its Subsidiaries or, to the best knowledge of Borrower,
threatened against Borrower or any of its Subsidiaries.

5.17 INSURANCE. Except as otherwise permitted by SECTION 7.8, the
properties of Borrower and its Subsidiaries are insured with financially sound
and reputable insurance companies, in such amounts, with such deductibles and
covering such risks as are customarily carried by Persons engaged in the same or
similar businesses.

5.18 PUBLIC UTILITY HOLDING COMPANY ACT. Neither Borrower nor any of its
Subsidiaries is a "holding company," or a "subsidiary company" of a "holding
company," or an "affiliate" of a "holding company" or of a "subsidiary company"
of a "holding company," within the meaning of the Public Utility Holding Company
Act of 1935, as amended.

5.19 Y2K. Borrower has reviewed its operations and those of its
Subsidiaries with a view to assessing whether its businesses, or the businesses
of any of its Subsidiaries, will be vulnerable to a Y2K Problem or will be
vulnerable to the effects of a Y2K Problem suffered by any of Borrower's or any
of its Subsidiaries' major commercial counter-parties and is nearing completion
of a staged plan (the "Y2K Plan") for insuring that it is not vulnerable to a
Y2K Problem and is developing a contingency plan such that if a Y2K Problem does
occur, such Y2K Problem will not cause a Material Adverse Effect. Borrower
represents and warrants that it has a reasonable basis to believe that no Y2K
Problem will cause a Material Adverse Effect.

ARTICLE VI.
CONDITIONS OF CREDIT

6.1 CONDITIONS PRECEDENT TO EFFECTIVENESS. The amendments to the
Original Credit Agreement effected hereby shall become effective upon the
satisfaction of each of the following conditions:

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(a) LOAN DOCUMENTS. Agents shall have received each of:

(i) this Agreement, executed and delivered by a duly
authorized officer of Borrower and each Lender;

(ii) for the account of each Lender, a Revolving Note
conforming to the requirements hereof and executed by a duly authorized officer
of Borrower;

(iii) a reaffirmation of the Subsidiary Guarantee Agreement,
executed and delivered by a duly authorized officer of each Subsidiary Guarantor
party thereto;

(iv) Pledge Agreements duly authorized and executed by
Borrower and Vision-Ease Lens, Inc., substantially in the form of EXHIBIT
6.1(a)(iv) (each, as modified, supplemented or amended from time to time, a
"PLEDGE AGREEMENT") together with stock certificates representing all the
Pledged Stock referred to therein and executed and undated stock powers; and

(v) all other Loan Documents not previously delivered on
the Closing Date.

(b) CORPORATE PROCEEDINGS. Agent shall have received (i) a copy
of the resolutions, in form and substance satisfactory to Agent, of the board of
directors of Borrower authorizing (x) the execution, delivery and performance of
this Agreement, the Notes and the other Loan Documents to which it is a party
and (y) the borrowings and other extensions of credit contemplated hereunder,
certified by the Secretary or an Assistant Secretary of Borrower as of the
Restatement Date, which certificate shall state that the resolutions thereby
certified have not been amended, revoked, or rescinded and shall be in form and
substance satisfactory to Agent and (ii) copies of all documents and papers,
including records of corporate proceedings, governmental approvals, good
standing certificates, and bring down telegrams, if any, which Agent reasonably
may have requested in connection therewith, such documents and papers where
appropriate to be certified by proper corporate or governmental authorities.

(c) CORPORATE DOCUMENTS. Agent shall have received, with a
counterpart for each Lender, true and complete copies of the certificate of
incorporation and by-laws of Borrower and each Subsidiary, certified as of the
Restatement Date as complete and correct copies thereof by the Secretary or an
Assistant Secretary of such Person or a certificate of the Secretary or an
Assistance Secretary of such Person certifying that there has been no change to
such Certificate of Incorporation and By-laws since the Closing Date.

(d) INCUMBENCY CERTIFICATE. Agent shall have received a
certificate of the Secretary or an Assistant Secretary of each Loan Party, dated
the Restatement Date, as to the incumbency and signature of the officers of such
Person executing the Loan Documents to which it is a party and any certificate
or other documents to be delivered by it pursuant thereto.

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(e) FEES. Agent and the Documentation Agent shall have received,
for their own accounts and/or the accounts of Lenders, all accrued fees and
expenses due and owing hereunder or in connection herewith to Lenders and
Agents.

(f) LEGAL OPINIONS. Agent shall have received, with a
counterpart for each Lender, the executed legal opinion of the General Counsel
and Secretary of the Borrower, substantially in the form of EXHIBIT 6.1(f).
Such legal opinions shall cover such other matters incident to the transactions
contemplated by this Agreement as Agent may reasonably require and such counsel
delivering the foregoing legal opinion is expressly instructed to deliver its
opinion for the benefit of each of Agent and the Lenders.

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

(h) LITIGATION. No litigation by any entity (private or
governmental) shall be pending or, to the best knowledge of Borrower, threatened
with respect to this Agreement, any of the Loan Documents or any documentation
executed in connection herewith or the transactions contemplated hereby
(including, without limitation, the Transaction), or the obligations being
refinanced in connection with the consummation of the Transaction or which
Agents or the Majority Lenders shall determine could reasonably be expected to
have a Material Adverse Effect.

(i) OFFICER'S CERTIFICATE. Agents shall have received a
certificate executed by a responsible officer on behalf of Borrower, dated the
date of this Agreement and in the form of EXHIBIT 6.1(k) hereto, stating that
the representations and warranties set forth in ARTICLE V hereof are true and
correct as of the date of the certificate, that no Event of Default or Unmatured
Event of Default has occurred and is continuing and that the conditions of
SECTION 6.1 hereof have been fully satisfied (except that no opinion need be
expressed as to the Agent's or Majority Lenders' satisfaction with any document,
instrument or other matter).

(j) ADVERSE CHANGE. On or prior to the Restatement Date, nothing
shall have occurred (and none of the Agents nor any Lender shall have become
aware of any facts or conditions not previously known) which Agents or the
Majority Lenders shall determine has or reasonably could be expected to have, or
could have a Material Adverse Effect.

6.2 CERTAIN CONDITIONS PRECEDENT TO EACH LOAN. The agreement of each
Lender to make a Loan (including, without limitation, its initial Loans
hereunder, but other than any Revolving Loan

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the proceeds of which are to be used exclusively to repay Refunded Swing Line
Loans) and the obligation of any Facing Agent to issue or any Lender to
participate in any Letter of Credit is subject to the satisfaction of the
following conditions precedent:

(a) REPRESENTATIONS AND WARRANTIES. All representations and
warranties of Borrower and each Loan Party contained herein and in the other
Loan Documents shall be true and correct in all material respects with the same
effect as though such representations and warranties had been made on and as of
the date of the making of such Loan;

(b) NO EVENTS OF DEFAULT. There shall exist no Event of Default
or Unmatured Event of Default;

(c) AVAILABLE REVOLVING COMMITMENT. After giving effect to the
Loans requested to be made, no Lender will have an Available Revolving
Commitment which is less than zero; and

(d) OTHER MATTERS. Agent shall have received such other
documents as required by this Agreement in connection with such Loan, all in
form and substance as required by this Agreement including, with respect to
Revolving Loans, a request for a Borrowing in accordance with the provisions of
SECTION 2.2(a) hereof; and with respect to the issuance of a Letter of Credit,
Agent and the respective facing Agent shall have received a Letter of Credit
Request meeting the requirements of SECTION 2.9(b).

Each request for a Borrowing and the acceptance by Borrower of the
proceeds thereof shall constitute a representation and warranty by Borrower, as
of the date of the Loans comprising such Borrowing, that the conditions
specified in SECTION 6.2(a), (b) and (c) have been satisfied.

ARTICLE VII.
AFFIRMATIVE COVENANTS

Borrower hereby agrees that, so long as the Revolving Commitments
remain in effect, or any Loan or LC Obligation remains outstanding and unpaid or
any other amount is owing to any Lender or any Agent hereunder, Borrower shall:

7.1 FINANCIAL STATEMENTS. Furnish to each Lender:

(a) as soon as available, but in any event within 120 days after
the end of each fiscal year of Borrower, a copy of the consolidated and
consolidating (by business unit) balance sheet of Borrower and its consolidated
Subsidiaries as at the end of such year and the related consolidated and
consolidating (by business unit) statements of income, retained earnings and of
cash flows for such year, setting forth in each case in comparative form the
figures for the previous year; and

(b) as soon as available, but in any event not later than 45 days
after the end of each of the quarterly periods of each fiscal year of Borrower,
the unaudited consolidated and

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consolidating (by business unit) balance sheet of Borrower and its consolidated
Subsidiaries as at the end of such quarter and the related unaudited
consolidated and consolidating (by business unit) statements of income, retained
earnings and of cash flows of Borrower and its consolidated Subsidiaries for
such quarter and the portion of the fiscal year through the end of such quarter,
setting forth in each case in comparative form the figures for the previous year
(except with respect to balance sheet figures which shall be in comparative form
for the previous audited period only);

all such financial statements shall be complete and correct in all material
respects and shall be prepared in accordance with GAAP applied consistently
throughout the periods reflected therein and with prior periods (except as
approved by the accountants preparing such statements or Financial Officer, as
the case may be, and disclosed therein) and, in the case of the consolidated
financial statements referred to in SECTION 7.1(a), accompanied by a report
thereon of independent certified public accountants of recognized national
standing, which report shall contain no qualifications with respect to the
continuance of Borrower and its Subsidiaries as going concerns and shall include
a statement to the effect that such financial statements present fairly in all
material respects the consolidated financial position of Borrower and its
Subsidiaries as at the dates indicated and the consolidated results of their
operations and cash flow for the periods indicated in conformity with GAAP and
that the examination by such accountants in connection with such financial
statements has been made in accordance with generally accepted auditing
standards.

7.2 CERTIFICATES; OTHER INFORMATION. Furnish to each Lender (or, if
specified below, to Agent):

(a) ACCOUNTANT'S CERTIFICATES. Concurrently with the delivery of
the financial statements referred to in SECTION 7.1(a), (i) to the extent not
contrary to the then current recommendations of the American Institute of
Certified Public Accountants, a certificate from Ernst & Young L.L.P. or other
independent certified public accountants of nationally recognized standing,
stating that, in the course of their annual audit of the books and records of
Borrower, no Event of Default or Unmatured Event of Default has come to their
attention which was continuing at the end of such fiscal year or on the date of
their certificate, or if such an Event of Default or Unmatured Event of Default
has come to their attention, the certificate shall indicate the nature of such
Event of Default or Unmatured Event of Default and the action which Borrower
proposes to take with respect thereto, and (ii) a letter, in form reasonably
satisfactory to Agent from such accountants with respect to reliance on such
accountant's certificate and report on the annual consolidated financial
statements referred to in this Section;

(b) OFFICER'S CERTIFICATE. Concurrently with the delivery of the
financial statements referred to in SECTIONS 7.1(a) and 7.1(b), a certificate of
a Financial Officer substantially in the form of EXHIBIT 7.2(b) stating that, to
the best of such Financial Officer's knowledge, (i) such financial statements
present fairly, in accordance with GAAP, the financial condition and results of
operations of Borrower and its Subsidiaries for the period referred to therein
(subject, in the case of interim statements, to normal recurring adjustments),
(ii) that no Event of Default or Unmatured Event of Default has occurred and
(iii) that all material Y2K Plan milestones have been met in a timely manner in
accordance with the Y2K Plan, in each case except as specified in such
certificates,

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which shall set forth detailed computations to the extent necessary to establish
whether Borrower is in compliance with the covenants set forth in SECTION 8.1 of
this Agreement;

(c) BUDGETS; PROJECTIONS. As soon as available and in any event
within sixty (60) days following the first day of each fiscal year of Borrower
(i) an annual budget in form substantially similar to the Projections (including
budgeted statements of operations, income, cash flows, retained earnings and
shareholders' equity and balance sheets) prepared by Borrower for each fiscal
quarter of such fiscal year and (ii) projections in form substantially similar
to the Projections covering the period from such fiscal year through the
Termination Date, in each case prepared in reasonable detail, with appropriate
presentation and discussion of the principal assumptions upon which such budgets
and projections are based, which shall be accompanied by the statement of the
chief executive officer or Chief Financial Officer of Borrower to the effect
that, to the best of his knowledge, such budget and projections are a reasonable
estimate for the periods respectively covered thereby;

(d) AUDIT REPORTS AND STATEMENTS. Promptly following Borrower's
receipt thereof, copies of all consolidated financial or other consolidated
reports or statements, if any, submitted to Borrower or any of its Subsidiaries
by independent public accountants relating to any annual or interim audit of the
books of Borrower or any of its Subsidiaries;

(e) PUBLIC FILINGS. Within 20 days after the same become public,
copies of all financial statements, filings, registrations and reports which
Borrower may make to, or file with, the United States Securities and Exchange
Commission or any successor or analogous U.S. Governmental Authority;

(f) STATUS. Within five Business Days after the occurrence
thereof, written notice to Agent of any change in the Most Recent Ratio of
Consolidated Debt to Consolidated EBITDA which results in a change in the
Applicable Margin or the Applicable Commitment Fee, PROVIDED, HOWEVER, that the
failure to provide such notice shall not delay or otherwise affect any change in
the Applicable Margin or other amount payable hereunder which is to occur upon
such a change pursuant to the terms of this Agreement; and

7.3 NOTICES. Promptly upon obtaining knowledge thereof, give notice to
Agent (which shall promptly provide a copy of such notice to each Lender) of:

(a) EVENT OF DEFAULT OR UNMATURED EVENT OF DEFAULT. The
occurrence of any Event of Default or Unmatured Event of Default, accompanied by
a statement of a Financial Officer setting forth details of the occurrence
referred to therein and stating what action Borrower proposes to take with
respect thereto.

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(b) LITIGATION AND RELATED MATTERS. The commencement of, or any
material development in any action, suit, proceeding or investigation pending or
threatened against or affecting Borrower or any of its Subsidiaries or any of
their respective properties before any arbitrator or Governmental Authority, in
which the amount involved that Borrower reasonably determines is not covered by
insurance is $7,500,000 or more, or which, if determined adversely to Borrower
or any of its Subsidiaries, would reasonably be expected to have a Material
Adverse Effect.

(c) NOTICE OF CHANGE OF CONTROL. Each occasion that there shall
occur a Change of Control, and such notice shall set forth in reasonable detail
the particulars of each such occasion.

7.4 CONDUCT OF BUSINESS AND MAINTENANCE OF EXISTENCE. Continue to
engage in business of the same general type as now conducted by it and preserve,
renew and keep in full force and effect its and each Subsidiary's corporate
existence (except for any Subsidiary merged or otherwise consolidated with or
into Borrower or another Subsidiary) and take all reasonable action to maintain
all rights, privileges and franchises material to its and those of each of its
Subsidiaries' businesses except as otherwise permitted pursuant to SECTIONS 8.4
and 8.7 and comply and cause each of its Subsidiaries to comply with all
Contractual Obligations and Requirements of Law except to the extent that
failure to comply therewith would not in the aggregate reasonably be expected to
have a Material Adverse Effect.

7.5 PAYMENT OF OBLIGATIONS. Pay or discharge or otherwise satisfy at
maturity or, to the extent permitted hereby, prior to maturity or before they
become delinquent, as the case may be, and cause each of its Subsidiaries to pay
or discharge or otherwise satisfy at or before maturity or before they become
delinquent, as the case may be:

(i) all its and their respective Indebtedness;

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

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

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entries to be made in accordance with sound accounting principles consistently
applied and will permit, and cause each of its Subsidiaries to permit, any
Lender or its respective representatives, at any reasonable time, and from time
to time at the reasonable request of such Lender made to Borrower and upon
reasonable notice, to visit and inspect its and their respective properties, to
examine and make copies of and take abstracts from its and their records and
books of account, and to discuss its and their respective affairs, finances and
accounts with its and their principal officers, directors and independent public
accountants (and by this provision Borrower authorizes such accountants to
discuss with the Lenders and such representatives the affairs, finances and
accounts of Borrower and its Subsidiaries; PROVIDED, HOWEVER, that prior to the
occurrence and continuance of an Event of Default, all such discussions shall
take place in the presence of a Financial Officer of Borrower).

7.7 ERISA. (i) As soon as practicable and in any event within thirty
days after Borrower or any of its Subsidiaries or ERISA Affiliates knows or has
reason to know that a Reportable Event has occurred with respect to any Plan
which would have a Material Adverse Effect, deliver, or cause such Subsidiary or
ERISA Affiliate to deliver, to Agent a certificate of a responsible officer of
Borrower or such Subsidiary or ERISA Affiliate, as the case may be, setting
forth the details of such Reportable Event and the action, if any, which
Borrower or such Subsidiary or ERISA Affiliate is required or proposes to take,
together with any notices required or proposed to be given; (ii) upon the
request of any Lender made from time to time, deliver, or cause each Subsidiary
or ERISA Affiliate to deliver, to each Lender a copy of the most recent
actuarial report completed and annual report filed with respect to any Plan;
(iii) as soon as possible and in any event within ten (10) days after Borrower
or any of its Subsidiaries or ERISA Affiliates knows or has reason to know that
any of the following have occurred or is reasonably likely to occur with respect
to any Plan and could reasonably be expected to have a Material Adverse Effect:
(A) the Plan Sponsor intends to terminate such Plan, (B) the PBGC has instituted
or will institute proceedings under Section 4042 of ERISA to terminate such
Plan, (C) that an accumulated funding deficiency (as defined in Section 3.02(a)
of ERISA and Section 412(a) of the Code) has been incurred or that on
application may be or has been made to the Secretary of the Treasury for a
waiver or modification of the minimum funding standard (including any required
installment payments) or on extension of any amortization period under Section
412 of the Code, or (D) that Borrower, or any Subsidiary of Borrower or any
ERISA Affiliate will or is reasonably likely to incur any liability (including,
but not limited to, contingent or secondary liability) to or on account of the
termination of or withdrawal from a Plan under Section 401(a)(29), 4971, 4975 or
4980 of the Code or Section 409 or 502(1) of ERISA, deliver, or cause such
Subsidiary or ERISA Affiliate to deliver, to Agent a written notice thereof; and
(iv) as soon as possible and in any event within thirty days after Borrower or
any of its Subsidiaries or ERISA Affiliates knows or has reason to know that any
of them has caused a complete withdrawal or partial withdrawal (within the
meaning of Sections 4203 and 4205, respectively, of ERISA) from any
Multiemployer Plan and that such withdrawal could reasonably be expected to have
a Material Adverse Effect, deliver, or cause such Subsidiary or ERISA Affiliate
to deliver, to Agent a written notice thereof. For purposes of this SECTION
7.7, Borrower shall be deemed to have knowledge of all facts known by the Plan
Administrator of any Plan of which Borrower is the Plan Sponsor, and each
Subsidiary and ERISA Affiliate of Borrower shall be deemed to have knowledge of
all facts known by the Plan Administrator of any Plan of which such Subsidiary
or ERISA Affiliate,

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respectively, is a Plan Sponsor. In addition to its other obligations set forth
in this SECTION 7.7, Borrower shall, and shall cause each of its Subsidiaries
and ERISA Affiliates to,

(A) furnish to Agent, promptly after delivery of the same
to the PBGC by Borrower or any of its Subsidiaries, a copy of any
delinquency notice pursuant to Section 412(n)(4) of the Code,

(B) correct any such failure to satisfy funding
requirements or delinquency referred to in the foregoing clauses (iii)(C)
of the first sentence of this SECTION 7.7 and clause (A) above within
ninety (90) days after the occurrence thereof, except where the failure to
so satisfy would not reasonably be expected to have a Material Adverse
Effect, and

(C) comply in good faith with the requirements set forth
in Section 4980B of the Code and with Sections 601(a) and 606 of ERISA,
except where the failure to so comply could not reasonably be expected to
have a Material Adverse Effect.

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

7.9 ENVIRONMENTAL LAWS.

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

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

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(c) Defend, indemnify and hold harmless Agent and the Lenders,
and their respective employees, agents, officers and directors, from and against
any and all claims, demands, penalties, fines, liabilities, settlements,
damages, costs and expenses of whatever kind or nature known or unknown,
contingent or otherwise, arising out of, or in any way relating to the violation
of, noncompliance with or liability under, any Environmental Law applicable to
the operations of Borrower, any of its Subsidiaries or their respective
properties, or any orders, requirements or demands of Governmental Authorities
related thereto, including, without limitation, reasonable attorneys' and
consultants' fees, investigation and laboratory fees, costs arising from any
Remedial Actions, court costs and litigation expenses, except to the extent that
any of the foregoing arise out of the gross negligence or willful misconduct of
the party seeking indemnification therefor. The agreements in this clause (c)
shall survive repayment of the Notes and all other Obligations.

7.10 ADDITIONAL SUBSIDIARY GUARANTORS. In the event any Person shall
hereafter become a Material Subsidiary and in the further event such Person is a
Domestic Subsidiary, Borrower shall, within 30 days, cause such Material
Subsidiary to become a party to the Subsidiary Guarantee Agreement and deliver
such other corporate authorization documents as Agent may reasonably request.

7.11 REFINANCING OF EXISTING GERMAN FACILITY. On or before December 31,
1998, Borrower shall refinance, amend or otherwise modify that certain Credit
Offer Letter between Buckbee-Mears Europe GmbH and Deutsche Bank AG (Stuttgart)
dated September 30, 1994 such that the facility becomes an unsecured facility
and Agent shall have received such related releases of security interests and
Liens as may have been requested by Agent.

7.12 Y2K. Borrower shall take all actions necessary and commit adequate
resources to assure that its computer-based and other systems (and those of all
Subsidiaries) are able to effectively process dates, including dates before, on
and after January 1, 2000, without experiencing any Y2K Problem that could cause
a Material Adverse Effect, including, without limitation, completing its Y2K
Plan and contingency plans related thereto by December 31, 1998. At the request
of Agent or any Lender, Borrower will provide the Lenders with assurances and
substantiations (including, but not limited to, the results of internal or
external audit reports prepared in the ordinary course of business) reasonably
acceptable to the Lenders as to the capability of Borrower and its Subsidiaries
to conduct its and their businesses and operations before, on and after January
1, 2000 without experiencing a Y2K Problem causing a Material Adverse Effect.

ARTICLE VIII.
NEGATIVE COVENANTS

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8.1 FINANCIAL CONDITION COVENANTS.

(a) MAINTENANCE OF CONSOLIDATED NET WORTH. Permit Consolidated
Net Worth on the last day of any fiscal quarter to be less than the sum of (i)
$150,000,000 PLUS (ii) the amount equal to 50% of the aggregate Consolidated Net
Income of Borrower and its consolidated Subsidiaries since December 31, 1997;
PROVIDED, HOWEVER, that in the event that Borrower and its consolidated
Subsidiaries have a consolidated net loss for any fiscal quarter, Consolidated
Net Income for purposes only of clause (ii) of this SECTION 8.1(a) shall be
deemed to be zero for such fiscal quarter PLUS (iii) 75% of the Net Offering
Proceeds from the issuance of Capital Stock.

(b) LEVERAGE RATIO. Permit the ratio of (a) Consolidated Debt on
the last day of any fiscal quarter of Borrower (after giving effect to all
payments and prepayments made on or prior to such last day) to (b) (i)
Consolidated EBITDA for the period of four consecutive fiscal quarters ending on
such last day plus (ii) 1997 Expansion Charge as of such day to be greater than
the respective ratio set forth below opposite such fiscal quarter:

<TABLE>
<CAPTION>
Fiscal Quarters Ending Ratio
---------------------- -----
<S> <C>
June 30, 1998 through September 30, 1998 3.90:1.0
December 31, 1998 through March 31, 2000 3.50:1.0
June 30, 2000 through March 31, 2001 3.25:1.0
June 30, 2001 and thereafter 3.00:1.0
</TABLE>

(c) INTEREST COVERAGE RATIO. Permit the ratio of (a) (i)
Consolidated EBITDA for the period of four consecutive fiscal quarters ending on
the last day of any fiscal quarter of Borrower plus (ii) 1997 Expansion Charge
as of such day to (ii) Consolidated Interest Expense for such period to be less
than 3.00 to 1.0.

(d) CAPITAL EXPENDITURES. (i) Borrower will not, and will not
permit any of its Subsidiaries to, make any Capital Expenditures, except that
during any fiscal year set forth below Borrower and its Subsidiaries may make
Capital Expenditures so long as the aggregate amount so made by Borrower and its
Subsidiaries (on a consolidated basis) during any such fiscal year does not
exceed the amount set forth opposite such fiscal year below:

<TABLE>
<CAPTION>
Fiscal Year Ending Amount
------------------ -------
<S> <C>
December 31, 1998 $40,000,000
December 31, 1999 $40,000,000
December 31, 2000 and thereafter $45,000,000
</TABLE>

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its Subsidiaries during such fiscal year, such excess (the "Rollover Amount")
may be carried forward and utilized to make Capital Expenditures in the next
succeeding fiscal year, provided that in no event shall the aggregate amount of
Capital Expenditures made by Borrower and its Subsidiaries during any fiscal
year pursuant to SECTION 8.1(d)(i) exceed 125% of the amount set forth in such
SECTION 8.1(d)(i).

(iii) After December 31, 1999, Borrower and its Subsidiaries may
make Capital Expenditures of up to $15,000,000 per annum not otherwise permitted
by clauses (i) and (ii) to the extent that the ratio of Consolidated Debt to
Consolidated EBITDA for the four most recent fiscal quarters of Borrower would
be less than or equal to 2.00:1.0 on a pro forma basis after giving effect to
the proposed Capital Expenditures.

(iv) Notwithstanding the foregoing, Borrower and its Subsidiaries
may make Capital Expenditures (which Capital Expenditures will not be included
in any determination under the foregoing clause (i)) with the insurance proceeds
received by Borrower or any of its Subsidiaries from any Recovery Event so long
as such Capital Expenditures are to replace or restore any properties or assets
in respect to which such proceeds are received.

8.2 INDEBTEDNESS. Incur, directly or indirectly, or suffer to exist
any Indebtedness except:

(a) Indebtedness incurred pursuant to this Agreement and the
other Loan Documents;

(b) Intercompany Indebtedness to the extent such Indebtedness
constitutes a Permitted Investment; PROVIDED, HOWEVER, that in the event of any
subsequent issuance or transfer of any Capital Stock which results in the holder
of such Indebtedness ceasing to be a Loan Party of Borrower or any subsequent
transfer of such Indebtedness (other than to Borrower or any other Loan Party)
such Indebtedness shall be required to be permitted under another clause of this
SECTION 8.2; PROVIDED, FURTHER, HOWEVER, that in the case of Intercompany
Indebtedness consisting of a loan or advance to Borrower, each such loan or
advance shall be subordinated to the indefeasible payment in full of all of
Borrower's obligations pursuant to this Agreement and the other Loan Documents,
and each such loan or advance shall be on open account and shall not be
evidenced by a promissory note or other instrument;

(c) Indebtedness outstanding on the Closing Date and listed on
SCHEDULE 8.2(c) hereto, provided that the Indebtedness under Existing Credit
Agreements have been paid in full with the proceeds of the Initial Loans under
the Original Agreement;

(d) Indebtedness under Interest Rate Protection Agreements
entered into to protect Borrower or any of its Subsidiaries against fluctuations
in interest rates in respect of the Obligations;

(e) Indebtedness under Currency Protection Agreements so long as
management of Borrower or such Subsidiary, as the case may be, has determined
that entering into of such Currency Protection Agreements are BONA FIDE hedging
activities;

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(f) Permitted Subordinated Indebtedness;

(g) Indebtedness of the Borrower pursuant to the Domestic
Overdraft Facility in a principal amount not to exceed $10,000,000 at any time
outstanding;

(h) Permitted IDB/Community Development Indebtedness; and

(i) other Indebtedness in addition to that described in clauses
(a) through (h) of this SECTION 8.2; PROVIDED, HOWEVER, that the aggregate
principal amount of the Indebtedness permitted under this SECTION 8.2(i), when
added to all Permitted IDB/Community Development Indebtedness then outstanding
does not exceed $10,000,000.

8.3 LIENS. Create, incur, assume or suffer to exist or agree to create,
incur or assume any Lien (except for Permitted Liens) in, upon or with respect
to any of its properties or assets (including, without limitation, any
securities or debt instruments of any of its Subsidiaries), whether now owned or
hereafter acquired, or assign or otherwise convey any right to receive income to
secure any obligation.

8.4 FUNDAMENTAL CHANGES. Enter into any merger, consolidation or
amalgamation, or liquidate, wind-up or dissolve itself (or suffer any
liquidation or dissolution); make any Material Asset Disposition; make any
Acquisition; or make any material change in its present method of conducting
business; PROVIDED, HOWEVER, that as long as immediately after giving effect to
such transaction, the resulting, surviving or transferee Person shall have
Consolidated Net Worth in an amount which is not less than the Consolidated Net
Worth of such Person prior to such transaction:

(a) any Subsidiary of Borrower may be merged or consolidated with
or into Borrower (PROVIDED, HOWEVER, that Borrower shall be the continuing or
surviving corporation) or with or into any one or more Wholly-Owned Subsidiaries
of Borrower (PROVIDED, HOWEVER, that (i) at least one Wholly-Owned Subsidiary
shall be the continuing or surviving corporation and (ii) in the case of any
merger or consolidation between Subsidiaries at least one of that is a
Subsidiary Guarantor, a Subsidiary Guarantor shall be the surviving Person);

(c) Borrower may make any Permitted Acquisition (which may be
effected through a merger of a Subsidiary with or into an acquired Person).

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<PAGE>

retire for value any Capital Stock of Borrower (any such dividend, distribution,
purchase, redemption, repurchase, defeasance, other acquisition, retirement or
Investment being hereinafter referred to as a "Restricted Payment"); PROVIDED,
HOWEVER, that during such time as no Event of Default or Unmatured Event of
Default has occurred and is continuing or would result therefrom:

(a) Borrower or any Wholly-Owned Subsidiary of Borrower may make
any Restricted Payment which, together with all other Restricted Payments made
since the Closing Date would not exceed:

(i) 25% of the Consolidated Net Income accrued during the
period (treated as one accounting period) from December 31, 1997 to the end of
the most recent Fiscal Quarter ending at least 45 days prior to the date of such
Restricted Payment (or, in case such Consolidated Net Income shall be a deficit,
minus 100% of such deficit), excluding, for all purposes of this clause (i)
items treated as balance sheet adjustments in respect of foreign currency
translations; plus

(ii) $12,000,000; and

(b) Borrower may pay dividends within 60 days after the date of
declaration thereof if at such date of declaration such dividend would have
complied with this SECTION 8.5; PROVIDED, HOWEVER, that such dividend shall be
included (without duplication) in the calculation of the amount of Restricted
Payment for purpose of SECTION 8.5(a).

8.6 DISTRIBUTIONS FROM SUBSIDIARIES. Create or otherwise cause or
permit to exist or become effective any consensual encumbrance or restriction on
the ability of any Subsidiary of Borrower to (i) pay dividends or make any other
distributions on its Capital Stock or pay any Indebtedness or other obligation
owed to Borrower or any of its other Subsidiaries, (ii) make any loans or
advances to Borrower or any of its other Subsidiaries, or (iii) transfer any of
its property or assets to Borrower or any of its other Subsidiaries, except:

(a) any encumbrance or restriction pursuant to an agreement in
effect at or entered into on the Closing Date and reflected on SCHEDULE 8.6(a)
hereto;

(b) any encumbrance or restriction with respect to a Subsidiary
of Borrower pursuant to an agreement relating to any Indebtedness issued by such
Subsidiary on or prior to the date on which such Subsidiary became a Subsidiary
of Borrower or was acquired by Borrower (other than Indebtedness issued as
consideration in, or to provide all or any portion of the funds utilized to
consummate, the transaction or series of related transactions in contemplation
of or pursuant to which such Subsidiary became a Subsidiary or was acquired by
Borrower) and outstanding on such date;

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<PAGE>

(d) in the case of clause (iii) above, restrictions contained in
security agreements securing Indebtedness of a Subsidiary of Borrower to the
extent such restrictions restrict the transfer of the property subject to such
security agreements.

8.7 SALES OF ASSETS AND SUBSIDIARY STOCK. Convey, sell, lease or
otherwise dispose of (or agree to do any of the foregoing without the Agent's
prior written consent) all or any part of the property or assets of a Subsidiary
of Borrower with a value in excess of $1,000,000 unless Borrower or such
Subsidiary receives consideration at the time of such disposition at least equal
to the fair market value, as determined in good faith by the board of directors
of such Person (including a determination as to the value of all noncash
consideration), of the shares and assets subject to such disposition. The Net
Sale Proceeds of any disposition shall be applied in the manner set forth in
SECTION 4.3.

8.8 INVESTMENTS. Make any Investments except for Permitted Investments.

8.9 TRANSACTIONS WITH AFFILIATES. Conduct any business or enter into
any transaction or series of similar transactions (including the purchase, sale,
lease or exchange of any property or the rendering of any service) with any
Affiliate of Borrower or any legal or beneficial owner of 5% or more of any
class of Capital Stock of Borrower or with any Affiliate of such owner (other
than a Wholly-Owned Subsidiary of Borrower or an employee stock ownership plan
for the benefit of Borrower's or any of its Subsidiaries' employees) unless the
terms of such business, transaction or series of transactions are (i) as
favorable to Borrower or such Subsidiary as terms that would be obtainable at
the time for a comparable transaction or series of similar transactions in
arm's-length dealings with an unrelated third person or, if such transaction is
not one which by its nature could be obtained from such person, is on fair and
reasonable terms and (ii) are in the ordinary course of business or, if not in
the ordinary course of business, are set forth in writing and the board of
directors of Borrower or such Subsidiary, as the case may be, has determined in
good faith that such business or transaction or series of transactions meets the
applicable criteria set forth in clause (i) above.

8.10 SALE-LEASEBACKS. Lease any property as lessee in connection with a
Sale and Leaseback Transaction entered into after the Closing Date if, at the
time of such entering into and after giving effect thereto, Attributable Debt
for such Sale and Leaseback Transaction and for all Sale and Leaseback
Transactions so entered into by Borrower and its Subsidiaries from and after the
Closing Date shall exceed $5,000,000.

8.11 FISCAL YEAR. Change the fiscal year of Borrower.

8.12 AMENDMENTS TO ORGANIZATIONAL DOCUMENTS. Amend, modify or waive, or
permit any amendment, modification or waiver as to any material provision of its
articles of incorporation, by-laws or other similar governing documents if such
amendment, modification or waiver would adversely affect the interests of Agent
or the Lenders.

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<PAGE>

8.14 LINES OF BUSINESS. Enter into or acquire any line of business which
is not reasonably related to the business engaged in as of the date hereof.

ARTICLE IX.
EVENTS OF DEFAULT

9.1 EVENTS OF DEFAULT. If any of the events, acts, conditions or
occurrences (each, an "Event of Default") hereinafter set forth shall occur or
exist (for any reason whatsoever, and whether such happening shall be voluntary
or involuntary or come about or be effected by operation of law or pursuant to
or in accordance with any judgment, decree or order of any court or any order,
rule or regulation of any administrative or governmental body):

(a) FAILURE TO MAKE PAYMENTS WHEN DUE. (i) Borrower shall
default in the payment when due of principal on any Loan in accordance with the
terms hereof or any reimbursement obligation with respect to any Letter of
Credit; or (ii) Borrower shall default in the payment when due of interest on
any Loan in accordance with the terms hereof and such default shall continue for
five (5) days after the date when due; or (iii) Borrower shall default in the
payment when due of any other amount owing hereunder or any other Loan Document
and such default shall continue for ten (10) days after the date when due; or

(b) REPRESENTATIONS. Any representation or warranty made or
deemed to be made by Borrower or any Loan Party herein or in any document,
instrument or certificate delivered by a Loan Party pursuant hereto shall prove
to have been incorrect or misleading in any material respect on or as of the
date made or deemed made; or

(c) BREACH OF CERTAIN COVENANTS. Borrower shall fail to perform
or comply with any term or condition contained in SECTIONS 7.1, 7.2 or 7.3,
ARTICLE VIII; or

(d) OTHER DEFAULTS UNDER AGREEMENT OR LOAN DOCUMENTS. Borrower
or any of its Subsidiaries shall default in the performance or observance of any
term, covenant, condition or agreement contained in this Agreement (other than
as provided in clauses (a), (b) or (c) of this SECTION 9.1), or any other Loan
Document and such default shall continue unremedied for a period of 30 days
after written notice thereof shall have been given to Borrower by Agent or the
Majority Lenders; or

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<PAGE>

(e) DEFAULT UNDER OTHER AGREEMENTS. Borrower or any of its
Subsidiaries (i) shall default in the payment when due (after giving effect to
any applicable grace period), whether at stated maturity or otherwise, of
principal or interest in respect of Indebtedness having an aggregate principal
amount of $5,000,000 or more; or (ii) shall fail to perform or observe any other
condition or covenant, or any other event shall occur or condition exist, under
any agreement or instrument relating to any such Indebtedness having an
aggregate principal amount of $5,000,000, if the effect of any such failure,
event or condition is to cause, or to permit the holder or holders of such
Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee
or agent on behalf of such holder or holders or beneficiary or beneficiaries) to
cause (determined without regard to whether any notice of acceleration or
similar notice is required), such Indebtedness to be declared to be due and
payable prior to its stated maturity, or cash collateral in respect thereof to
be demanded; or

(f) JUDGMENTS. One or more judgments or decrees shall be entered
against Borrower or any of its Subsidiaries involving, individually or in the
aggregate, a liability of $7,500,000 or more and all such judgments or decrees
shall not have been vacated, discharged or stayed pending appeal within sixty
(60) days from the entry thereof but in any event prior to the commencement of
enforcement proceedings; or

(g) VOLUNTARY INSOLVENCY, ETC. Borrower or any of its Material
Subsidiaries shall become insolvent, generally fail to pay, or state in writing
or publicly its inability or unwillingness to pay, its debts as they become due
or call a meeting of creditors for the purpose of adjusting its debts; or
Borrower or any of its Material Subsidiaries shall become insolvent or shall
voluntarily commence any proceeding or file any petition under any bankruptcy,
insolvency or similar law seeking dissolution or reorganization or the
appointment of a receiver, trustee, custodian or liquidator for it or a
substantial portion of its property, assets or business, or to effect a plan or
other arrangement with its creditors, or shall file any answer admitting the
jurisdiction of the court and the material allegations of an involuntary
petition filed against it in any bankruptcy, insolvency or similar proceeding,
or shall be adjudicated bankrupt, or shall make a general assignment for the
benefit of creditors, or shall consent to, or acquiesce in the appointment of, a
receiver, trustee, custodian or liquidator for a substantial portion of its
property, assets or business; or

(h) INVOLUNTARY INSOLVENCY, ETC. Involuntary proceedings or an
involuntary petition shall be commenced or filed against Borrower or any of its
Material Subsidiaries under any bankruptcy, insolvency or similar law or seeking
the dissolution or reorganization of it or the appointment of a receiver,
trustee, custodian or liquidator for it or of a substantial part of its
property, assets or business, or any writ, judgment, warrant of attachment,
execution or similar process shall be issued or levied against a substantial
part of its property, assets or business, and such proceedings or petition shall
not be dismissed, or such writ, judgment, warrant of attachment, execution or
similar process shall not be released, vacated or fully bonded, within sixty
(60) days after commencement, filing or levy, as the case may be, or any order
for relief shall be entered in any such proceeding; or

(i) UNENFORCEABILITY. This Agreement or any other Loan Document
shall cease for any reason to be in full force and effect (other than by reason
of any action by Agent or any

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Lender or the satisfaction of all Borrower's or any of its Subsidiaries'
obligations thereunder) or Borrower or any of its Subsidiaries or any other
Person (other than the Lenders or Agent) shall disavow its obligations under any
provision hereof or thereof, or shall deny that it has any or further
obligations under any provision thereof, or shall contest the validity or
enforceability of any provision thereof; or

(j) ERISA.

(i) A Reportable Event or Reportable Events, or a failure to
make a required installment or other payment (within the meaning of Section
412(n)(l) of the Code), shall have occurred with respect to any Plan or Plans
that would reasonably be expected to result in liability of Borrower to the PBGC
or to a Plan in each case in an aggregate amount exceeding $7,500,000 and the
Agent shall have notified Borrower in writing that (x) the Majority Lenders have
made a determination that, on the basis of such Reportable Event or Reportable
Events or such failure to make a required payment, there are reasonable grounds
(A) for the termination of such Plan or Plans by the PBGC, (B) for the
appointment by the appropriate United States District Court of a trustee to
administer such Plan or Plans or (C) for the imposition of a lien in favor of a
Plan and (y) as a result thereof an Event of Default exists hereunder; or a
Termination Event shall have occurred; or

(ii) The Borrower or any ERISA Affiliate shall have been
notified by the sponsor of a Multiemployer Plan that it has incurred Withdrawal
Liability to such Multiemployer Plan and the amount of the Withdrawal Liability
specified in such notice, when aggregated with all other Withdrawal Liabilities
(determined as of the date or dates of such notification), exceeds $7,500,000;
or

(iii) Borrower or any ERISA Affiliate shall have been
notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is
in reorganization or is being terminated, within the meaning of Title IV of
ERISA, if solely as a result of such reorganization or termination the aggregate
annual contributions of Borrower and its ERISA Affiliates to all Multiemployer
Plans that are then in reorganization or have been or are being terminated have
been or will be increased over the amounts required to be contributed to such
Multiemployer Plans for their most recently completed plan years by an amount
exceeding $7,500,000; or

(k) CHANGE OF CONTROL. A Change of Control shall occur; or

(l) ENVIRONMENTAL DEFAULT. The Borrower or any of its
Subsidiaries shall be the subject of any proceeding or investigation pertaining
to the release by Borrower or any of its Subsidiaries, or any other Person of
any toxic or hazardous waste or substance into the environment, or any violation
of any Environmental Law, which, in either case, would reasonably be expected to
have a Material Adverse Effect; or

(m) PRIORITY ON PLEDGED STOCK. At any time after the execution
and delivery thereof and prior to the "Termination Date", as defined in the
applicable Security Document, any of the Security Documents shall cease to give
Agent for the benefit of the Lenders a first priority

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perfected security interest in, and Lien on, all of the Pledged Stock superior
to and prior to the rights of all third Persons and subject to no other Liens,
except to the extent expressly permitted herein or therein.

THEN, and in any such event (except an Event of Default specified in paragraph
(g) or (h) of this Section) and at any time thereafter while an Event of Default
is continuing, Agent may with the consent of Majority Lenders, and at the
direction of the Majority Lenders shall, take one or more of the following
actions: (A) declare the Revolving Commitments terminated, whereupon the
Revolving Commitment(s) of each Lender hereunder shall terminate immediately and
all fees and other amounts accrued in accordance with this Agreement shall
forthwith become due and payable without any other notice of any kind; (B)
declare all sums then owing by Borrower hereunder and under the Notes to be
forthwith due and payable, whereupon all such sums shall become and be
immediately due and payable without presentment, demand, protest or notice of
any kind, all of which are hereby expressly waived by Borrower; (C) exercise on
behalf of itself and the Lenders all rights and remedies available to it and the
Lenders under the Loan Documents or applicable law and (D) terminate any Letter
of Credit which may be terminated in accordance with its terms, (iv) direct
Borrower to pay (and Borrower agrees that upon receipt of such notice, or upon
the occurrence of any Event of Default specified in SECTION 9.1(g) or SECTION
9.1(h) with respect to Borrower it will pay) to Agent such additional amount of
cash, to be held as security by Agent, as is equal to the aggregate Stated
Amount of all Letters of Credit issued for the account of Borrower and its
subsidiaries and then outstanding, PROVIDED, HOWEVER, that if an Event of
Default specified in paragraph (g) or (h) of this Section shall occur, the
result which would occur upon the giving of notice by Agent to Borrower, as
specified in clauses (A) or (B) above, shall occur automatically without the
giving of any such notice. Promptly following the making of any such
declaration, Agent shall give notice thereof to Borrower and each Lender, but
failure to notify any Person shall not impair the effect of such declaration.

9.2 RESCISSION OF ACCELERATION. Anything in SECTION 9.1 to the contrary
notwithstanding, Agent shall, at the request of the Majority Lenders, rescind
and annul any acceleration of the Notes under this Agreement by written
instrument filed with Borrower; PROVIDED, HOWEVER, that at the time such
acceleration is so rescinded and annulled:

(i) all past due interest and principal, if any, on the Notes and
all other sums payable under this Agreement (except any principal and interest
on any Notes which has become due and payable solely by reason of such
acceleration) shall have been duly paid, and

(ii) no other Event of Default or Unmatured Event of Default shall
have occurred and be continuing which shall not have been waived in accordance
with this Agreement.

9.3 RIGHTS NOT EXCLUSIVE. The rights provided for in this Agreement and
the other Loan Documents are cumulative and are not exclusive of any other
rights, powers, privileges or remedies provided by law or in equity, or under
any other instrument, document or agreement now existing or hereafter arising.

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ARTICLE X.
AGENT

10.1 APPOINTMENT AND AUTHORIZATION. Each Lender hereby irrevocably
appoints, designates and authorizes BT as Agent (and each holder of any Note by
the acceptance of such Note shall be deemed irrevocably to have authorized
Agent) to take such action on its behalf under the provisions of this Agreement
and each other Loan Document and to exercise such powers and perform such duties
as are expressly delegated to it by the terms of this Agreement or any other
Loan Document, together with such powers as are reasonably incidental thereto
(including, without limitation, to give notices and take such actions on behalf
of the Majority Lenders as are consented to in writing by the Majority Lenders).
Agent may perform any of its duties hereunder, or under the other Loan
Documents, by or through its agents or employees.

10.2 NATURE OF DUTIES. Agent shall have no duties or responsibilities
except those expressly set forth in this Agreement. The duties of Agent shall
be mechanical and administrative in nature. EACH LENDER HEREBY ACKNOWLEDGES AND
AGREES THAT AGENT SHALL NOT HAVE, BY REASON OF THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT, A FIDUCIARY RELATIONSHIP TO OR IN RESPECT OF ANY LENDER. Nothing in
any of the Loan Documents, expressed or implied, is intended to or shall be so
construed as to impose upon Agent any obligations in respect of any of the Loan
Documents except as expressly set forth herein or therein. Each Lender shall
make its own independent investigation of the financial condition and affairs of
Borrower in connection with the making and the continuance of the Loans
hereunder and shall make its own appraisal of the credit worthiness of Borrower,
and Agent shall have no duty or responsibility, either initially or on a
continuing basis, to provide any lender with any credit or other information
with respect thereto, whether coming into its possession before making of the
Loans or at any time or times thereafter. Agent will promptly notify each
Lender at any time that the Majority Lenders have instructed it to act or
refrain from acting pursuant to Article IX.

10.3 LIABILITY OF AGENT. Agent, its Affiliates, or any of their
respective officers, directors, employees, agents, affiliates or
attorneys-in-fact (collectively, the "Agent-Related Persons") shall not (i) be
liable to any of the Lenders for any action taken or omitted to be taken by any
of them under or in connection with this Agreement or any other Loan Document
(except for their own gross negligence or willful misconduct), or (ii) be
responsible in any manner to any of the Lenders for any recital, statement,
representation or warranty made by Borrower or Affiliate of Borrower, or any
officer thereof, contained in this Agreement or in any other Loan Document, or
in any certificate, report, statement or other document referred to or provided
for in, or received by Agent, or the Documentation Agent under or in connection
with, this Agreement or any other Loan Document, or the execution, validity,
effectiveness, genuineness, enforceability, collectibility or sufficiency of
this Agreement or any other Loan Document, or for any failure of Borrower to
perform its obligations hereunder or thereunder. No Agent-Related Person shall
be under any obligation to any Lender to ascertain or to inquire as to the
observance or performance of any of the terms or provisions contained in, or
conditions of, this Agreement or any other Loan Document, or the financial
condition of Borrower, or the existence or possible existence of any Unmatured
Event of Default or

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Event of Default unless requested to do so by the Majority Lenders, or to
inspect the properties, books or records of Borrower or any of its Subsidiaries
or Affiliates.

10.4 RELIANCE BY AGENT.

(a) The Lenders agree that Agent shall be entitled to rely, and
shall be fully protected in relying, upon any writing, resolution, notice,
consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone
message, statement 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 counsel
to Borrower), independent accountants and other experts selected by Agent.
Agent may at any time request instructions from the Lenders with respect to
actions or approvals (including the failure to act or approve) which by the
terms of any of the Loan Documents Agent is permitted or required to take or to
grant. The Lenders agree that Agent shall be fully justified in failing or
refusing to take any action under this Agreement or any other Loan Document
unless it shall first receive such advice or concurrence of the Majority Lenders
as it deems appropriate and, if it so requests, 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 Lenders agree that Agent shall in all cases be fully protected in acting, or
in refraining from acting, under this Agreement or any other Loan Document in
accordance with a request or consent of the Majority Lenders and such request or
consent and any action taken or failure to act pursuant thereto shall be binding
upon all of the Lenders.

(b) For purposes of determining compliance with the conditions
specified in SECTIONS 6.1 and 6.2, each Lender that has executed this Agreement
shall be deemed to have consented to, approved or accepted or to be satisfied
with each document or other matter required thereunder to be consented to or
approved by or acceptable or satisfactory to the Lender, unless an officer of
Agent, responsible for the transactions contemplated by the Loan Documents shall
have received notice from the Lender prior to the initial Borrowing specifying
in reasonable detail its objection thereto and either such objection shall not
have been withdrawn by notice to Agent to that effect, or the Lender shall not
have made available to Agent the Lender's ratable portion of such Borrowing.

10.5 NOTICE OF DEFAULT. Agent shall not be deemed to have knowledge or
notice of the occurrence of any Event of Default or Unmatured Event of Default,
except with respect to defaults in the payment of principal, interest and fees
required to be paid to Agent for the account of the Lenders, unless Agent shall
have received written notice from a Lender or Borrower referring to this
Agreement, describing such Event or Default or Unmatured Event of Default and
stating that such notice is a "notice of default". In the event that Agent
receives such a notice, Agent shall give notice thereof to the Lenders. Agent
shall take such action with respect to such Event of Default or Unmatured Event
of Default as shall be requested by the Majority Lenders in accordance with
Article IX; PROVIDED, HOWEVER, that unless and until Agent shall have received
any such request, Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to

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such Event of Default or Unmatured Event of Default as it shall deem advisable
or in the best interest of the Lenders.

10.6 CREDIT DECISION. Each Lender expressly acknowledges that none of
the Agent-Related Persons has made any representation or warranty to it and that
no act by any Agent, hereinafter taken, including any review of the affairs of
Borrower and its Subsidiaries shall be deemed to constitute any representation
or warranty by such Agent to any Lender. Each Lender represents to Agent that
it has, independently and without reliance upon Agent and based on such
documents and information as it has deemed appropriate, made its own appraisal
of and investigation into the business, prospects, operations, property,
financial and other condition and creditworthiness of Borrower and its
Subsidiaries, and all applicable bank regulatory laws relating to the
transactions contemplated thereby, and made its own decision to enter into this
Agreement and extend credit to Borrower hereunder. Each Lender also represents
that it will, independently and without reliance upon Agent, 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 this Agreement and the other Loan Documents, and to make such
investigations as it deems necessary to inform itself as to the business,
prospects, operations, property, financial and other condition and
creditworthiness of Borrower or its Subsidiaries. Except for notices, reports
and other documents expressly herein required to be furnished to the Lenders by
Agent, Agent shall not have any duty or responsibility to provide any Lender
with any credit or other information concerning the business, prospects,
operations, property, financial and other condition or creditworthiness of
Borrower which may come into the possession of any of the Agent-Related Persons.

10.7 INDEMNIFICATION. The Lenders shall indemnify upon demand the
Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrower
and without limiting the obligation of Borrower to do so), ratably according to
each Lender's Commitment Percentage from and against any and all liabilities,
obligations, losses, damages, claims, penalties, actions, judgments, suits,
costs, and reasonable expenses and disbursements of any kind whatsoever which
may at any time (including at any time following the repayment of the Loans) be
imposed on, incurred by or asserted against any such Person any way relating to
or arising out of this Agreement or any document contemplated by or referred to
herein or therein or the transactions contemplated hereby or thereby or any
action taken or omitted by any such Person under or in connection with any of
the foregoing; PROVIDED, HOWEVER, that no Lender shall be liable for the payment
to the Agent-Related Persons of any portion of such liabilities, obligations,
losses, damages, claims, penalties, actions, judgments, suits, costs, expenses
or disbursements resulting from such Person's gross negligence or willful
misconduct. Without limitation of the foregoing, each Lender shall reimburse
Agent upon demand for its ratable share of any reasonable costs or out-of-pocket
expenses (including Attorney Costs) incurred by Agent in connection with the
preparation, execution, delivery, administration, modification, amendment or
enforcement (whether through negotiations, legal proceedings or otherwise) of,
or legal advice in respect of rights or responsibilities under, this Agreement,
any other Loan Document, or any document contemplated by or referred to herein
to the extent that Agent is not reimbursed for such expenses by or on behalf of
Borrower. Without limiting the generality of the foregoing, if the IRS or any
authority of the U.S. or other jurisdiction asserts a claim that Agent did not
properly withhold tax from amounts paid to or for the account of any Lender
(because the

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appropriate form was not delivered, was not properly executed, or because such
Lender failed to notify Agent of a change in circumstances which rendered the
exemption from, or reduction of, withholding tax ineffective, or for any other
reason) such Lender shall indemnify Agent fully for all amounts paid, directly
or indirectly, by Agent as tax or otherwise, including penalties and interest,
and including any taxes imposed by any jurisdiction on the amounts payable to
Agent under this SECTION 10.7, together with all Attorney Costs. The obligation
of the Lenders in this SECTION 10.7 shall survive the payment of all Obligations
hereunder and termination of the Agreement.

10.8 AGENT IN INDIVIDUAL CAPACITY. Agent and its Affiliates may make
loans to, issue letters of credit for the account of, accept deposits from,
acquire equity interests in and generally engage in any kind of banking, trust,
financial advisory or other business with Borrower and its Subsidiaries and
Affiliates as though Agent were not Agent hereunder and without notice to the
Lenders. With respect to its Loans, Agent shall have the same rights and powers
under this Agreement as any other Lender and may exercise the same as though it
were not Agent hereunder or under any other Loan Document, including, without
limitation, the acceptance of fees or other consideration for services without
having to account for the same to any of the Lenders. The terms "Lender" and
"Lenders" shall include BT in its individual capacity.

10.9 RESIGNATION BY AGENT.

(a) Agent may resign from the performance of all its functions
and duties hereunder at any time by giving fifteen (15) Business Days' prior
written notice to Borrower and the Lenders. Such resignation shall take effect
upon the acceptance by a successor Agent of appointment pursuant to clauses (b)
and (c) below or as otherwise provided below.

(c) If a successor Agent shall not have been so appointed within
said 15 Business Day period, Agent, with the consent of Borrower, shall then
appoint a successor Agent who shall serve as Agent until such time, if any, as
the Majority Lenders, with the consent of Borrower, appoint a successor Agent as
provided above.

(d) If no successor Agent has been appointed pursuant to clause
(b) or (c) by the 20th Business Day after the date such notice of resignation
was given by Agent, Agent's resignation shall become effective and the Majority
Lenders shall thereafter perform all the duties of Agent hereunder until such
time, if any, as the Majority Lenders, with the consent of Borrower, appoint a
successor Agent as provided above.

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SECTION 11.4 shall inure to their respective benefit as to any actions taken or
omitted to be taken by it while it was Agent under this Agreement; except with
respect to indemnification provisions under this Agreement which shall survive
as to such resigning Agent.

10.10 DOCUMENTATION AGENT. The designation of NBD Bank as Documentation
Agent shall not impose upon it any obligation or liability to the Borrower or
any Lender.

ARTICLE XI.
MISCELLANEOUS

11.1 NO WAIVER; MODIFICATIONS IN WRITING. (a) No failure or delay
on the part of Agent or any Lender in exercising any right, power or remedy
under this Agreement shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right, power or remedy preclude any other or
further exercise thereof or the exercise of any other right, power or remedy.
The remedies provided for in this Agreement are cumulative and are not exclusive
of any remedies that may be available to any Agent or any Lender at law or in
equity or otherwise. No amendment, modification, supplement, termination or
waiver of or to any provision of this Agreement or any Revolving Note, nor
consent to any departure by Borrower therefrom, shall be effective unless the
same shall be consented to by or on behalf of Borrower and the Majority Lenders;
PROVIDED, HOWEVER, that the consent of each Lender (other than a Defaulting
Lender) affected thereby shall be required to effect any amendment,
modification, supplement, termination, waiver or consent, as the case may be
(any of the foregoing, a "Modification"), which has the effect of

(i) reducing the aggregate principal amount of, or
interest rate on, any of the Revolving Notes or releasing any Subsidiary
Guarantor (other than as a result of a transaction permitted by SECTION 8.4 or
an Asset Disposition made in accordance with the terms of this Agreement) or
reducing the aggregate amount of any fees provided for in this Agreement, except
that any Modification that has the effect of reducing the aggregate amount of
any fees payable to Agent for its own account shall require only the consent of
Agent;

(ii) extending the stated final maturity of any of the
Revolving Commitments or the Revolving Notes or the date of any portion of any
payment of principal of, or interest or fees in respect of, any of the Revolving
Commitments or the Revolving Notes (other than by way of (a) Modification of any
provision for, or having the effect of requiring, any mandatory prepayment of
any portion of any Loan, or (b) Modification or waiver of any Event of Default
(other than an Event of Default described in SECTION 9.1(a)(i), 9.1(g) or
9.1(h)) or Unmatured Event of Default); or

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to this Agreement may be included in the determination of the Majority Lenders
on substantially the same basis as the extensions of Revolving Commitments are
included in such determination on the date hereof); or

(iv) releasing any of the Pledged Stock (except as
expressly provided in the applicable Security Documents) under all of the
Security Documents.

PROVIDED, FURTHER, that the consent of Agent shall be required to effect any
Modification that has the effect of (x) increasing the duties or obligations of
Agent, (y) increasing the standard of care or performance required on the part
of Agent, or (z) reducing or eliminating the indemnities, exculpations or
immunities to which Agent is entitled.

Any Modification of or to any provision of this Agreement shall be
effective only in the specific instance and for the specific purpose for which
made or given and only if in writing. Except where notice is specifically
required by this Agreement, no notice to or demand on Borrower or any other
Person in any case shall entitle Borrower or such other Person to any other or
further notice or demand in similar or other circumstances.

(b) If, in connection with any proposed amendment, change,
supplement, waiver, discharge or termination to any of the provisions of this
Agreement as contemplated by clauses (a)(i) through (iii), inclusive, of the
first proviso to the third sentence of SECTION (a), the consent of the Majority
Lenders is obtained but the consent of one or more of such other Lenders whose
consent is required is not obtained, then Borrower shall have the right, so long
as all non-consenting Lenders whose individual consent is required are treated
as described in either clauses (A) or (B) below, to either (A) replace each such
non-consenting Lender or Lenders with one or more Replacement Lenders pursuant
to SECTION 3.7 so long as at the time of such replacement, each such Replacement
Lender consents to the proposed amendment, modification, supplement. waiver,
discharge, termination or other change or (B) terminate such non-consenting
Lender's Revolving Commitment and repay all outstanding Loans of such Lender
which gave rise to the need to obtain such Lender's consent, in accordance with
SECTION 4.4(b) and/or 4.2(c); PROVIDED that, unless the Revolving Commitment
terminated and Loans repaid pursuant to the preceding clause (B) are immediately
replaced in full at such time through the addition of new Lenders or the
increase of the Commitments and/or outstanding Loans of existing Lenders (who in
each case must specifically consent thereto), then in the case of any action
pursuant to preceding clause (B) the Majority Lenders (determined before giving
effect to the proposed action) shall specifically consent thereto, PROVIDED,
FURTHER, that in any event Borrower shall not have the right to replace a
Lender, terminate its Revolving Commitment or repay its Loans solely as a result
of the exercise of such Lender's rights (and the withholding of any required
consent by such Lender) contemplated by the first proviso to this SECTION
11.1(b).

11.2 INTENTIONALLY OMITTED.

11.3 NOTICES, ETC. Except where telephonic instructions or notices are
authorized herein to be given, all notices, demands, instructions and other
communications required or permitted to

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be given to or made upon any party hereto or any other Person shall be in
writing and shall be personally delivered or sent by registered or certified
mail, postage prepaid, return receipt requested, or by a reputable courier
delivery service, or by prepaid telex, TWX or telegram (with messenger delivery
specified in the case of a telegram), or by telecopier, and shall be deemed to
be given for purposes of this Agreement on the day received if deposited in
registered or certified mail, postage prepaid, and otherwise on the day that
such writing is delivered or sent to the intended recipient thereof, or in the
case of notice delivered by telecopy, upon completion of transmission with a
copy of such notice also being delivered under any of the methods provided
above, all in accordance with the provisions of this Section provided that any
notice, request or demand to or upon any Agent or the Lenders pursuant to
SECTIONS 2.1, 2.2, 3.4 or 4.1 shall not be effective until received. Unless
otherwise specified in a notice sent or delivered in accordance with the
foregoing provisions of this Section, notices, demands, instructions and other
communications in writing shall be given to or made upon the respective parties
hereto at their respective addresses (or to their respective telex, TWX or
telecopier numbers) indicated on SCHEDULE 11.3 hereto or in any applicable
Assignment and Assumption Agreement and, in the case of telephonic instructions
or notices, by calling the telephone number or numbers indicated for such party
on SCHEDULE 11.3 hereto or in any applicable Assignment and Assumption Agreement
(in each case as such may be modified from time to time by notice hereunder).

11.4 COSTS, EXPENSES AND TAXES; INDEMNITY.

(a) GENERALLY. Borrower agrees (without duplication) to pay
promptly upon written request by Agent, which shall include reasonable detail
(i) all reasonable costs and expenses in connection with the negotiation,
preparation, printing, typing, reproduction, execution and delivery of this
Agreement and the other Loan Documents and the documents and instruments
referred to herein and therein and any amendment, waiver, consent relating
hereto or thereto or other modifications of (or supplements to) any of the
foregoing and any and all other documents and instruments furnished pursuant
hereto or thereto or in connection herewith or therewith, including without
limitation, the reasonable fees and out-of-pocket expenses of Winston & Strawn,
special counsel to Agent, and any local counsel retained by Agent relative
thereto, other Attorney Costs, independent public accountants and other outside
experts retained by Agent in connection with the administration of this
Agreement and the other Loan Documents, and (ii) all reasonable costs and
expenses (including, without limitation, Attorney Costs), if any, paid by Agent
or any Lender in connection with the enforcement of this Agreement, any of the
Loan Documents or any other agreement furnished by Borrower or any of its
Subsidiaries pursuant hereto or thereto or in connection herewith or therewith.
In addition, Borrower shall pay any and all present and future stamp, transfer
excise and other similar taxes payable or determined to be payable in connection
with the execution and delivery of this Agreement, any Loan Document, or the
making of any Loan, and each agrees to save and hold Agent and each Lender
harmless from and against any and all liabilities with respect to or resulting
from any delay by Borrower in paying, or omission by Borrower to pay, such
taxes. Any portion of the foregoing fees, costs and expenses which remains
unpaid more than thirty (30) days following Agent's or any Lender's statement
and request for payment thereof shall bear interest from the date of such
statement and request to the date of payment at the Default Rate.

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(b) INDEMNIFICATION. Borrower will indemnify and hold harmless
Agent and each Lender and each director, officer, employee, agent and Affiliate
of each Agent and each Lender (collectively, the "Indemnified Persons") from and
against all losses, claims, damages, penalties, causes of action, obligations,
costs, expenses or liabilities (including, without limitation, Attorney Costs
and reasonable expenses, consultant fees and investigation fees) (collectively,
"Expenses") to which such Indemnified Person shall become subject, insofar as
such Expenses (or actions, suits or proceedings, including, without limitation,
any inquiry or investigation or claim in respect thereof, whether or not any
Indemnified Person is named as a party) arise out of, in any way relate to, or
result from the transactions contemplated by this Agreement and to reimburse
each Indemnified Person upon its written demand showing reasonable detail, for
any legal or other expenses incurred in connection with investigating, preparing
to defend or defending any such loss, claim, damage, liability, action or claim;
PROVIDED, HOWEVER, that Borrower shall have no obligation to an Indemnified
Person hereunder with respect to indemnified liabilities arising from the gross
negligence or willful misconduct of any such Indemnified Person or for any loss,
claim, damage, liability, action or claim incurred by any Lender hereunder
resulting solely from the gross negligence or willful misconduct of another
Lender; and PROVIDED, FURTHER, HOWEVER, that no Indemnified Person may settle
any such action, suit or proceeding without the consent of Borrower which
consent shall not be unreasonably withheld or delayed. If an action, suit or
proceeding arising from any of the foregoing is brought against any Indemnified
Person, Borrower shall, if requested by such Indemnified Person, resist and
defend at its own expense such action, suit or proceeding or cause the same to
be resisted and defended by counsel reasonably satisfactory to such Indemnified
Person. Each Indemnified Person shall have the right to employ its own counsel
to investigate and control the defense of any matter covered by such indemnity
and the reasonable fees and expenses of such counsel shall be at the expense of
the indemnifying party, PROVIDED, HOWEVER, that in any one action or separate
but similar or related actions in the same jurisdiction arising out of the same
general allegations or circumstances, Borrower shall not be liable for fees and
expenses of more than one counsel (in addition to any local counsel), which
counsel shall be designated by the Agent PROVIDED, FURTHER, HOWEVER, each
Indemnified Person shall have the right to employ separate counsel in any such
inquiry, action, claim or proceeding and to control the defense thereof, and the
reasonable fees and expenses of such counsel shall be at the expense of the
Borrower if (i) Borrower shall have agreed in writing to pay such fees and
expenses or (ii) such Indemnified Person shall have notified Borrower that it
has been advised by counsel that there may be one or more legal defenses
available to such Indemnified Person that are different from or additional to
those available to the other Indemnified Persons and that such common
representation would adversely impact the adequacy of the proposed
representation. If Borrower shall fail to do, or cause to be done, any act or
thing which it has covenanted to do or cause to be done under this Agreement or
any representation or warranty on the part of Borrower contained in any Loan
Document shall be breached, Agent may (but shall not be obligated to) do the
same or cause it to be done or remedy any such breach, and may expend its own
funds for such purpose, and will use its best efforts to give prompt written
notice to Borrower that it proposes to take such action; PROVIDED, HOWEVER, that
any failure by Agent to do any such act or thing or give any such notice shall
not relieve Borrower of any such obligations and shall not impose or result in
the imposition of any liability on Agent or any Lender. Any and all amounts so
expended by Agent shall be due and payable by Borrower promptly upon Agent's
written demand therefor, together with interest thereon at a rate per annum
equal to the Default Rate during the

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period from and including the date so demanded by Agent to the date of
repayment. To the extent that the undertaking to indemnify, pay or hold
harmless Agent or Lender as set forth in this SECTION 11.4 may be unenforceable
because it is violative of any law or public policy, Borrower shall make the
maximum contribution to the payment and satisfaction of each of the indemnified
liabilities which is permissible under applicable law.

(c) If any sum due from Borrower under this Agreement or any
order or judgment given or made in relation hereto has to be converted from the
currency (the "FIRST CURRENCY") in which the same is payable hereunder or under
such order or judgment into another currency (the "SECOND CURRENCY") for the
purpose of (i) making or filing a claim or proof against Borrower with any
Governmental Authority or in any court or tribunal, or (ii) enforcing any order
or judgment given or made in relation hereto, Borrower shall indemnify and hold
harmless each of the Persons to whom such sum is due from and against any loss
actually suffered as a result of any discrepancy between (a) the rate of
exchange used to convert the amount in question from the first currency into the
second currency, and (b) the rate or rates of exchange at which such Person,
acting in good faith in a commercially reasonable and prompt manner, purchased
the first currency with the second currency after receipt of a sum paid to it in
the second currency in satisfaction, in whole or in part, of any such order,
judgment, claim or proof. The foregoing indemnity shall constitute a separate
obligation of Borrower distinct from its other obligations hereunder and shall
survive the giving or making of any judgment or order in relation to all or any
of such other obligations.

(d) The obligations of Borrower under this Section and the other
indemnification obligations of the Borrower under this Agreement shall be
effective and binding on Borrower irrespective of whether any Loans are made and
shall survive (i) the termination of this Agreement and the discharge of
Borrower's other obligations hereunder and under the Notes and (ii) the
assignment by any Lender of any of its interests herein pursuant to SECTION
11.9(c) with respect to any acts, omissions and/or events occurring or arising
prior to the Effective Date of such assignment.

(e) Nothing contained in this Section shall be deemed to limit or
reduce any indemnity in favor of any Agent or any Lender contained in any other
Loan Document or agreement.

11.5 CONFIRMATIONS. Each of Borrower and each holder of a Note agrees,
from time to time, upon written request received by it from the other, to
confirm to the other in writing (with a copy of each such confirmation to Agent)
the aggregate unpaid principal amount of the Loans then outstanding under such
Note.

11.6 TRANSFER OF NOTES. In the event that the holder of any Revolving
Note (including any Lender) shall transfer such Note, it shall immediately
advise Agent and Borrower of such transfer, and Agent and Borrower shall be
entitled conclusively to assume that no transfer of any Note has been made by
any holder (including any Lender) unless and until Agent and Borrower shall have
received written notice to the contrary. Each transferee of any Note shall take
such Note subject to the provisions of this Agreement and to any Modification or
other action taken under this Agreement prior to the receipt by Agent and
Borrower of written notice of such transfer by each previous holder of such Note
and, except as expressly otherwise provided in such notice, Agent and Borrower
shall

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be entitled conclusively to assume that the transferee named in such notice
shall thereafter be vested with all rights and powers under this Agreement with
respect to the Loans of the Lender named as the payee of the Note which is the
subject of such transfer.

11.7 ADJUSTMENTS; SETOFF.

(a) If, other than as expressly set forth elsewhere herein, any
Lender shall obtain on account of the Committed Loans made by it any payment
(whether voluntary, involuntary, through the exercise of any right of setoff, or
otherwise) in excess of its Commitment Percentage of payments on account of the
Committed Loans obtained by all the Lenders, such Lender shall forthwith (x)
notify Agent of such fact, and (y) purchase from the other Lenders such
participations in the Committed Loans made by them as shall be necessary to
cause such purchasing Lender to share the excess payment ratably with each of
them; PROVIDED, HOWEVER, that if all or any portion of such excess payment is
thereafter recovered from the purchasing Lender, such purchase shall to that
extent be rescinded and each other Lender shall repay to the purchasing Lender
the purchase price paid thereto together with an amount equal to such paying
Lender's Commitment Percentage (according to the proportion of (i) the amount of
such paying Lender's required repayment to (ii) the total amount so recovered
from the purchasing Lender, of any interest or other amount paid or payable by
the purchasing Lender in respect of the total amount so recovered. Agent will
keep records (which shall be conclusive and binding in the absence of
demonstrable error), of participations purchased pursuant to this SECTION 11.7
and will in each case promptly notify the Lenders and Borrower following any
such purchases. Any payments received after the Lenders have taken action
pursuant to this SECTION 11.7 shall be allocated ratably among the Revolving
Loans and the Swing Line Loans of all the Lenders.

(b) Borrower agrees that any Lender so purchasing a participation
from another Lender pursuant to this SECTION 11.7 may, to the fullest extent
permitted by law, exercise all its rights of payment (including the right of
setoff, but subject to SECTION 11.7(d)) with respect to such participation as
fully as if such Lender were the direct creditor of Borrower in the amount of
such participation.

(c) Nothing herein shall require any Lender to exercise any right
of setoff or similar rights or shall affect the right of any Lender to exercise,
and retain the benefits of exercising, any such right with respect to any other
Indebtedness or obligation of Borrower.

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trustee in bankruptcy, debtor in possession, assignee for the benefit of
creditors, receivers, or execution, judgment or attachment creditor of Borrower,
or against anyone else claiming through or against, Borrower or such trustee in
bankruptcy, debtor in possession, assignee for the benefit of creditors,
receivers, or execution, judgment or attachment creditor, notwithstanding the
fact that such right of setoff shall not have been exercised by such Lender
prior to the making, filing or issuance, or service upon such Lender of, or of
notice of, any such petition, assignment for the benefit of creditors,
appointment or application for the appointment of a receiver, or issuance of
execution, subpoena, order or warrant. Each Lender agrees promptly to notify
Borrower and Agent after any such setoff and application made by such Lender;
PROVIDED, HOWEVER, that the failure to give such notice shall not affect the
validity of such setoff and application.

(e) Borrower expressly agrees that to the extent Borrower makes a
payment or payments and such payment or payments, or any part thereof, are
subsequently invalidated, declared to be fraudulent or preferential, set aside
or are required to be repaid to a trustee, receiver, or any other party under
any bankruptcy act, state or federal law, common law or equitable cause, then to
the extent of such payment or repayment, the Indebtedness to the Lenders or part
thereof intended to be satisfied shall be revived and continued in full force
and effect as if said payment or payments had not been made.

11.8 EXECUTION IN COUNTERPARTS. This Agreement may be executed in any
number of counterparts and by the different parties hereto on separate
counterparts, each of which counterparts, when so executed and delivered, shall
be deemed to be an original and all of which counterparts, taken together, shall
constitute but one and the same Agreement and it shall not be necessary in
making proof of this Agreement to produce more than one such counterpart or
counterparts bearing the signatures of all of the parties thereto.

11.9 BINDING EFFECT; ASSIGNMENT; ADDITION AND SUBSTITUTION OF LENDERS.

(a) This Agreement shall be binding upon, and inure to the
benefit of, Borrower, Agent, the Lenders, all future holders of the Notes and
their respective successors and assigns; PROVIDED, HOWEVER, that Borrower may
not assign its rights or obligations hereunder or in connection herewith or any
interest herein (voluntarily, by operation of law or otherwise) without the
prior written consent of Agent and all of the Lenders.

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deemed to have the right of setoff in respect of its participating interest in
amounts owing under this Agreement and the Loan Documents to the same extent as
if the amount of its participating interest were owing directly to it as a
Lender under this Agreement or any other Loan Document, PROVIDED, HOWEVER, that
such right of setoff shall be subject to the obligation of such Participant to
share with the Lenders, and the Lenders agree to share with such Participant, as
provided in SECTION 11.7. Borrower also agrees that each Participant shall be
entitled to the benefits of SECTIONS 3.5, 3.6 and 4.6 with respect to its
participation in the Loans outstanding from time to time. Each Lender agrees
that any agreement between such Lender and any such Participant in respect of
such participating interest shall not restrict such Lender's right to approve or
agree to any amendment, change, supplement waiver of, discharge or termination
to any of the provisions of this Agreement or any of the Loan Documents except
to the extent that any of the forgoing would (i) extend the final scheduled
maturity of any Loan or Note in which such participant is participating beyond
the Termination Date, or reduce the rate or extend the time of payment of
interest or fees on any such Loan or Note (except in connection with a waiver of
applicability of any post-default increase in interest rates) or reduce the
principal amount thereof, or increase the amount of the participant's
participation over the amount thereof then in effect (it being understood that
waivers or modifications of conditions precedent, covenants, Events of Default
or Unmatured Events of Default or of a mandatory reduction in Commitments shall
not constitute a change in the terms of such participation, and that an increase
in any Revolving Commitment or Loan shall be permitted without the consent of
any participant if the participant's participation is not increased as a result
thereof) or (ii) consent to the assignment or transfer by Borrower of any of its
rights and obligations under this Agreement.

(c) Any Lender may at any time assign to one or more Eligible
Assignees, including an Affiliate thereof (each an "ASSIGNEE"), all or any part
of its Credit Exposure pursuant to an Assignment and Assumption Agreement,
PROVIDED that (i) it assigns its Credit Exposure in an amount not less than
$5,000,000 (or if less the entire amount of Lender's Credit Exposure) and (ii)
any assignment of all or any portion of any Lender's Credit Exposure to an
Assignee other than another Lender shall require the prior written consent of
Agent and Borrower (the consent of Borrower not to be unreasonably withheld or
delayed), and PROVIDED FURTHER, that notwithstanding the foregoing limitations,
any Lender may at any time assign all or any part of its Credit Exposure to any
Affiliate of such Lender or to any other Lender. Upon execution of an
Assignment and Assumption Agreement and the payment of a nonrefundable
assignment fee of $3,500 in immediately available funds to Agent at its Payment
Office in connection with each such assignment, written notice thereof by such
transferor Lender to Agent and the recording by Agent of such assignment and the
resulting effect upon the Loans and Revolving Commitment of the assigning Lender
and the Assignee, the Assignee shall have, to the extent of such assignment, the
same rights and benefits as it would have if it were a Lender hereunder and the
holder of the Obligations (provided that Borrower and Agent shall be entitled to
continue to deal solely and directly with the assignor Lender in connection with
the interests so assigned to the Assignee until written notice of such
assignment, together with payment instructions, addresses and related
information with respect to the Assignee, shall have been given to Borrower and
Agent by the assignor Lender and the Assignee) and, if the Assignee has
expressly assumed, for the benefit of Borrower, some or all of the transferor
Lender's obligations hereunder, such transferor Lender shall be relieved of its
obligations

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hereunder to the extent of such assignment and assumption, and except as
described above, no further consent or action by Borrower, the Lenders or Agent
shall be required. At the time of each assignment pursuant to this SECTION
11.9(c) to a Person which is not already a Lender hereunder and which is not a
United States person (as such term is defined in Section 7701(a)(30) of the
Code) United States Federal income tax purposes, the respective Assignee shall
provide to Borrower and Agent the appropriate IRS Forms (and, if applicable a
Section 4.6(d)(ii) Certificate) described in SECTION 4.6(d). Each Assignee
shall take such Credit Exposure subject to the provisions of this Agreement and
to any request made, waiver or consent given or other action taken hereunder,
prior to the receipt by Agent and Borrower of written notice of such transfer,
by each previous holder of such Credit Exposure. Such Assignment and Assumption
Agreement shall be deemed to amend this Agreement and SCHEDULE 1.1(a) hereto, to
the extent, and only to the extent, necessary to reflect the addition of such
Assignee as a Lender and the resulting adjustment of all or a portion of the
rights and obligations of such transferor Lender under this Agreement, the
Revolving Commitment, the determination of its Commitment Percentage (rounded to
twelve decimal places), the Loans and any new Notes to be issued, at Borrower's
expense, to such Assignee, and no further consent or action by Borrower or the
Lenders shall be required to effect such amendments.

(d) Borrower authorizes each Lender to disclose to any
Participant or Assignee (each, a "TRANSFEREE") and any prospective Transferee
any and all financial information in such Lender's possession concerning
Borrower and any Subsidiary of Borrower which has been delivered to such Lender
by Borrower pursuant to this Agreement or which has been delivered to such
Lender by Borrower in connection with such Lender's credit evaluation of
Borrower prior to entering into this Agreement; PROVIDED that such Transferee or
prospective Transferee agrees in writing to treat any such information which is
not public as confidential.

(e) Notwithstanding any other provision set forth in this
Agreement, any Lender may at any time pledge or assign all or any portion of its
rights under this Agreement and the other Loan Documents (including, without
limitation, the Notes held by it) to any Federal Reserve Bank in accordance with
Regulation A of the Federal Reserve Board without notice to, or the consent of,
Borrower. No such pledge or assignment shall release the transferor Lender from
its obligations hereunder.

11.10 CONSENT TO JURISDICTION; MUTUAL WAIVER OR JURY TRIAL.

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AGENT TO RECEIVE, ACCEPT AND ACKNOWLEDGE FOR AND ON ITS BEHALF, AND IN RESPECT
OF ITS PROPERTY, SERVICE OF ANY AND ALL LEGAL PROCESS, SUMMONS, NOTICES AND
DOCUMENTS WHICH MAY BE SERVED IN ANY SUCH ACTION OR PROCEEDING. IF FOR ANY
REASON SUCH DESIGNEE, APPOINTEE AND AGENT SHALL CEASE TO BE AVAILABLE TO ACT AS
SUCH, THEN SUCH PARTY SHALL DESIGNATE A NEW DESIGNEE, APPOINTEE AND AGENT IN NEW
YORK CITY ON THE TERMS AND FOR THE PURPOSES OF THIS PROVISION SATISFACTORY TO
AGENT UNDER THIS AGREEMENT. EACH PARTY FURTHER IRREVOCABLY CONSENTS TO THE
SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR
PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL,
POSTAGE PREPAID, TO SUCH PARTY, AT ITS ADDRESS SET FORTH OPPOSITE ITS SIGNATURE
BELOW. NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY PARTY UNDER THIS AGREEMENT
TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL
PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY PARTY IN ANY OTHER JURISDICTION.

(B) EACH PARTY HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT
MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS
OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT BROUGHT IN THE COURTS REFERRED TO IN CLAUSE (A) ABOVE AND HEREBY
FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT
THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN
AN INCONVENIENT FORUM.

(C) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY
WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY COURT OR JURISDICTION,
INCLUDING WITHOUT LIMITATION THOSE REFERRED TO IN CLAUSE (A) ABOVE, IN RESPECT
TO ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

11.11 GOVERNING LAW. THIS AGREEMENT AND EACH NOTE SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER THE INTERNAL LAWS OF THE STATE OF NEW YORK, AND FOR ALL
PURPOSES SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH SUCH
LAWS OF SAID STATE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

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of such Loans. With respect to any Lender, the transfer of the Commitments of
such Lender and the rights to the principal of, and interest on, any Loan made
pursuant to such Commitment shall not be effective until such transfer is
recorded on the Register maintained by Agent with respect to ownership of such
Commitment and Loans and prior to such recordation all amounts owing to the
transferor with respect to such Commitments and Loans shall remain owing to the
transferor. The registration of assignment or transfer of all or part of any
Commitment and Loans shall be recorded by Agent on the Register only upon the
acceptance by Agent of a properly executed and delivered Assignment and
Assumption Agreement pursuant to SECTION 11.9. Coincident with the delivery of
such an Assignment and Assumption Agreement to Agent for acceptance and
registration of assignment or transfer of all or part of a Loan, or as soon
thereafter as practicable, the assigning or transferor Lender shall surrender
the Note evidencing such Loan, and thereupon one or more new Notes in the same
aggregate principal amount then owing to such assignor or transferor Lender
shall be issued to the assigning or transferor Lender and/or the new Lender.
Borrower agrees to indemnify Agent from and against any and all losses, claims,
damages and liabilities of whatsoever nature which may be imposed on, asserted
against or incurred by Agent in performing its duties under this SECTION 11.12
except for those resulting solely from Agent's willful misconduct and/or gross
negligence in the performance of such duties.

11.13 SEVERABILITY OF PROVISIONS. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof or affecting the validity or
enforceability of such provision in any other jurisdiction.

11.14 HEADINGS. The Table of Contents and article and section headings
used in this Agreement are for convenience of reference only and shall not
affect the construction of this Agreement.

11.15 INDEPENDENT NATURE OF LENDERS' RIGHTS. The amounts payable at any
time under this Agreement to each Agent and each Lender shall be separate and
independent debts; each Lender shall be entitled to protect and enforce its
rights arising out of this Agreement; and it shall not be necessary for any
Agent or any other Lender to be joined as an additional party in any proceeding
for such purpose.

11.16 SURVIVAL OF REPRESENTATIONS. Unless a longer period is provided
herein, all covenants, agreements and representations in this Agreement shall
survive the making by the Lenders of the Loans and the execution and delivery to
Agent for the account of the Lenders of the Notes evidencing the Loans,
regardless of any investigation made by any Agent or the Lenders and of the
Agent's and the Lenders' access to any information, and shall continue in full
force and effect until the final and indefeasible payment in full of the Notes
and all of Borrower's obligations under this Agreement and the termination of
the Revolving Commitments in their entirety.

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of this nature and in a prudent fashion, and shall not disclose such information
to any Person except (i) to the extent such information is public when received
by such Lender or becomes public thereafter due to the act or omission of any
party other than a Lender, (ii) to the extent such information is independently
obtained from a source other than Borrower or its Subsidiaries and such
information from such source is not, to such Lender's knowledge, subject to an
obligation of confidentiality or, if such information is subject to an
obligation of confidentiality, that disclosure of such information is permitted,
(iii) to an Affiliate of such Lender, counsel, auditors, examiners of any
regulatory authority having jurisdiction over such Lender, accountants and other
consultants retained by Agent or any Lender, (iv) in connection with any
litigation or the enforcement of the rights of any Lender or Agent under this
Agreement or any other Loan Document, (v) to the extent required by any
applicable statute, rule or regulation or court order (including, without
limitation, by way of subpoena) or pursuant to the request of any Governmental
Authority having jurisdiction over any Lender or Agent; provided, however, that
in such event, if the Lender(s) are able to do so, the Lender shall provide
Borrower with prompt notice of such requested disclosure so that Borrower may
seek a protective order or other appropriate remedy, and, in any event, the
Lenders will endeavor in good faith to provide only that portion of such
information which, in the reasonable judgment of the Lender(s), is relevant and
legally required to be provided, or (vi) to the extent disclosure to other
entities is appropriate in connection with any proposed or actual assignment or
grant of a participation by any of the Lenders of interests in this Agreement
and/or any of the other Loan Documents to such other financial institutions (who
will in turn be required to maintain confidentiality as if they were Lenders
parties to this Agreement). In no event shall Agent or any Lender be obligated
or required to return any such information or other materials furnished by
Borrower.

11.18 EFFECTIVENESS. This Agreement shall become effective on the date
(the "EFFECTIVE DATE") on which Borrower and each of the Lenders shall have
signed a counterpart of this Agreement (whether the same or different
counterparts) and shall have delivered the same to the Agent at the Notice
Office (or to Agent's counsel as directed by such counsel) or, in the case of
the Lenders, shall have given to Agent or telephonic (confirmed in writing),
written, telex or facsimile notice (actually received) at such office or the
office of Agent's counsel that the same has been signed and mailed to it. Agent
will give Borrower and each Lender prompt written notice of the occurrence of
the Effective Date.

11.19 WAIVER OF IMMUNITIES. Subject to SECTION 11.10 of this Agreement,
each Lender waives, in relation to any action or proceeding arising out of or
relating to this Agreement or any Note, any sovereign immunity or other immunity
to suit or to execution or attachment to which such Lender or any of its
property may be or become entitled.

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

BMC INDUSTRIES, INC.

By: /s/Jeffrey J. Hattara
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Name: Jeffrey J. Hattara
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Title: V.P. Finance & Admn, and CFO
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