FOURTH AMENDED AND RESTATED CREDIT FACILITIES AGREEMENT

among

NATIONSBANK, N.A.
(successor by merger to The Boatmen's National Bank of St. Louis)

as Administrative Agent and a Lender

and

ANY OTHER PERSONS WHO BECOME LENDERS
AS PROVIDED HEREIN

and

DT INDUSTRIES, INC.,

and

THE OTHER BORROWERS LISTED ON THE SIGNATURE PAGES HEREOF

July 21, 1997

TABLE OF CONTENTS

1. Effective Date ....................................................... 1

2. Definitions and Rules of Construction ................................ 1
2.1. Listed Definitions ............................................ 1
2.2. Other Definitions ............................................. 1
2.3. References to Borrower ........................................ 1
2.4. References to Covered Person .................................. 1
2.5. References to Lenders ......................................... 2
2.6. References to Required Lenders ................................ 2
2.7. Accounting Terms .............................................. 2
2.8. Meaning of Satisfactory ....................................... 2
2.9. Computation of Time Periods ................................... 2
2.10. General ....................................................... 2

3. Lenders' Commitments ................................................. 3
3.1. Aggregate Revolving Loan Commitments .......................... 3
3.2. Limitations on Revolving Loan Advances ........................ 3
3.2.1. Aggregate Limit of All Revolving Loan Advances ........ 3
3.2.2. Aggregate Limit of Revolving Loan Advances to
Foreign Borrowers ..................................... 3
3.2.3. Aggregate Limit of Revolving Loan Advances to
UK Borrower ........................................... 3
3.2.4. Aggregate Limit of Revolving Loan Advances to
German Borrowers ...................................... 4
3.2.5. Other Limitations ..................................... 4
3.3. Voluntary Reductions in Commitments ........................... 4
3.4. Revolving Notes ............................................... 5
3.5. Swingline ..................................................... 5
3.5.1. Swingline Advances .................................... 5
3.5.2. Limitations on Swingline Advances ..................... 6
3.5.3. Swingline Notes ....................................... 6
3.6. Canadian Term Commitment ...................................... 6
3.6.1. Continuation of Canadian Term Loan .................... 6
3.6.2. Canadian Term Notes ................................... 6
3.7. Letter of Credit Commitment ................................... 6

4. Interest; Yield Protection ........................................... 7
4.1. Interest on Draws on Letters of Credit ........................ 7
4.2. Interest on Loans ............................................. 7
4.2.1. Aggregate Revolving Loan and Swingline Loan ........... 7
4.2.2. Aggregate Canadian Term Loan .......................... 7
4.3. Adjusted Eurodollar Rate and Adjusted Base Rate ............... 7
4.4. Continuation or Conversion of Loans ........................... 9
4.5. Interest Periods for Eurodollar Loans ......................... 10
4.6. Time of Accrual ............................................... 10
4.7. Computation ................................................... 10

4.8. Rate After Maturity ........................................... 11
4.9. Compensation for Increased Costs and Reduced Returns;
Capital Adequacy .............................................. 11
4.9.1. ....................................................... 11
4.9.1.1. ............................................. 11
4.9.1.2. ............................................. 11
4.9.1.3. ............................................. 11
4.9.2. ....................................................... 12
4.9.3. ....................................................... 12
4.10. Limitation on Types of Loans .................................. 12
4.10.1. ....................................................... 12
4.10.2. ....................................................... 13
4.11. Illegality .................................................... 13
4.12. Compensation .................................................. 13
4.12.1. ....................................................... 13
4.12.2. ....................................................... 14
4.13. Treatment of Affected Loans ................................... 14
4.13.1. ....................................................... 14
4.13.2. ....................................................... 14
4.14. Taxes ......................................................... 15
4.14.1. ....................................................... 15
4.14.2. ....................................................... 15
4.14.3. ....................................................... 16
4.14.4. ....................................................... 16
4.14.5. ....................................................... 16
4.14.6. ....................................................... 16
4.14.7. ....................................................... 17
4.14.8. ....................................................... 17
4.14.9. ....................................................... 17
4.14.10........................................................ 17
4.15. Usury ......................................................... 17
4.16. Unavailability of Offshore Currency ........................... 17
4.16.1 Suspension of Obligations ............................. 17
4.16.2 Mandatory Assignment .................................. 18
4.17. Alternate Lending Installation ................................ 18

5. Fees ................................................................. 18
5.1. Commitment Fee ................................................ 18
5.2. Letter of Credit Fee .......................................... 19
5.3. Other Letter of Credit Fees ................................... 19
5.4. Calculation of Fees ........................................... 19

6. Payments ............................................................. 19
6.1. Scheduled Payments on Aggregate Revolving Loan, Canadian Term
Loan and Swingline Loan ....................................... 20
6.1.1. Interest .............................................. 20
6.1.2. Principal ............................................. 20

6.2. Prepayments ................................................... 20
6.2.1. Voluntary Prepayments ................................. 20
6.2.2. Mandatory Prepayments as a Result of Currency
Value Adjustments ..................................... 20
6.3. Reimbursement Obligations of Borrower ......................... 21
6.4. Manner of Payments and Timing of Application of Payments ...... 21
6.4.1. Payment Requirement ................................... 21
6.4.2. Nonconforming Payments ................................ 21
6.4.3. Application of Payments and Proceeds .................. 22
6.4.4. Interest Calculation .................................. 22
6.5. Returned Instruments .......................................... 22
6.6. Compelled Return of Payments or Proceeds ...................... 22
6.7. Due Dates Not on Business Days ................................ 23

7. Procedure for Obtaining Advances and Letters of Credit ............... 23
7.1. Initial Revolving Loan Advances ............................... 23
7.2. Subsequent Revolving Loan Advances ............................ 23
7.2.1. Borrower Requests ..................................... 23
7.2.2. Revolving Loan Advances to Repay the Swingline Loan ... 24
7.2.2.1. ............................................. 24
7.2.2.2. ............................................. 24
7.2.3. Administrative Agent's Right to Make Other
Revolving Loan Advances ............................... 24
7.3. Letters of Credit ............................................. 25
7.4. Fundings of Revolving Loan Advances ........................... 25
7.4.1. Funding of Dollar Denominated Advances ................ 25
7.4.2. Funding of Offshore Currency Denominated Advances ..... 25
7.4.3. Draws on Letters of Credit ............................ 25
7.4.4. All Funding Retable ................................... 26
7.5. Administrative Agent's Availability Assumption ................ 26
7.6. Disbursement .................................................. 26
7.7. Restrictions on Advances ...................................... 27
7.8. Restriction on Number of Eurodollar Loans ..................... 27
7.9. Each Advance Request and Letter of Credit Request
a Certification ............................................... 27
7.10. Requirements for Every Advance Requests ....................... 27
7.11. Requirements for Every Letter of Credit Request ............... 27
7.12. Exoneration of Administrative Agent and Lenders ............... 27

8. Security and Guaranties .............................................. 27
8.1. Domestice Borrower Stock Pledges .............................. 28
8.2. UK Borrower and Subsidiaries Stock Pledges .................... 28
8.3 Guaranties .................................................... 28
8.3.1. Domestic Borrower Obligations ......................... 28
8.3.2. Foreign Borrower Obligations .......................... 28
8.3.3. Borrower Obligations .................................. 28
8.3.4. Canadian Term Loan .................................... 28

iii

9. Conditions of Lending ................................................ 29
9.1. Conditions to Initial Advance ................................. 29
9.1.1. Listed Documents and Other Items ...................... 29
9.1.2. Default ............................................... 29
9.1.3. Perfection of Security Interests ...................... 29
9.1.4. Representations and Warranties ........................ 29
9.1.5. Material Adverse Change ............................... 29
9.1.6. Pending Material Proceedings .......................... 29
9.1.7. Payment of Fees ....................................... 29
9.1.8. Other Items ........................................... 29
9.2. Conditions to Subsequent Advances .............................. 29
9.2.1. General Conditions .................................... 29
9.2.2. Representations and Warranties ........................ 29
9.2.3. Default ............................................... 30

10. Conditions to Issuance of Letteres of Credit ......................... 30
10.1. Reimbursement Agreement ....................................... 30
10.2. No Prohibitions ............................................... 30
10.3. Representations and Warranties ................................ 30
10.4. No Default .................................................... 30
10.5. Other Conditions .............................................. 30

11. Representations and Warranties ....................................... 30
11.1. Organization and Existence .................................... 30
11.2. Authorization ................................................. 31
11.3. Due Execution ................................................. 31
11.4. Enforceability of Obligations ................................. 31
11.5. Burdensom Obligations ......................................... 31
11.6. Legal Restraints .............................................. 31
11.7. Labor Contracts and Disputes .................................. 31
11.8. No Material Proceedings ....................................... 31
11.9. Material Licenses ............................................. 31
11.10. Compliance with Material Laws ................................. 32
11.10.1. General Compliance with Environmental Laws ........... 32
11.10.2. Proceedings .......................................... 32
11.10.3. Investigations Regarding Hazardous Materials ......... 32
11.10.4. Notices and Reports Regarding Hazardous Materials .... 32
11.10.5. Hazardous Materials on Real Property ................. 32
11.11. Financial Statements .......................................... 33
11.12. No Change in Condition ........................................ 33
11.13. No Defaults ................................................... 33
11.14. Investments ................................................... 33
11.15. Indebtedness .................................................. 33
11.16. Indirect Obligations .......................................... 33
11.17. Tax Liabilities; Governmental Charges ......................... 33
11.18. Pension Benefit Plans ......................................... 33

11.18.1. Prohibited Transactions .............................. 33
11.18.2. Claims ............................................... 34
11.18.3. Reporting and Disclosure Requirements ................ 34
11.18.4. Accumulated Funding Deficiency ....................... 34
11.18.5. Multi-employer Plan .................................. 34
11.19. Welfare Benefit Plans ......................................... 34
11.20. Retiree Benefits .............................................. 34
11.21. State of Property ............................................. 35
11.22. Negative Pledges .............................................. 35
11.23. Margin Stock .................................................. 35
11.24. Securities Matters ............................................ 35
11.25. Investment Company Act, Etc. .................................. 35
11.26. No Material Misstatements or Omissions ........................ 35
11.27. Filings ....................................................... 35

12. Modification and Survival of Representations ......................... 36

13. Affirmative Covenants ................................................ 36
13.1. Use of Proceeds ............................................... 36
13.2. Corporate Existence ........................................... 36
13.3. Maintenance of Property and Leases ............................ 36
13.4. Insurance ..................................................... 36
13.5. Payment of Taxes and Other Obligations ........................ 37
13.6. Compliance With Laws .......................................... 37
13.6.1. Environmental Laws ................................... 37
13.6.2. Pension Benefit Plans ................................ 37
13.7. Discovery and Clean-Up of Hazardous Material .................. 37
13.8. Termination of Pension Benefit Plan ........................... 38
13.9. Notice to Administrative Agent of Material Events ............. 38
13.9.1. ...................................................... 38
13.9.2. ...................................................... 38
13.9.3. ...................................................... 38
13.9.4. ...................................................... 38
13.9.5. ...................................................... 39
13.9.6. ...................................................... 39
13.9.7. ...................................................... 39
13.9.8. ...................................................... 40
13.9.9. ...................................................... 40
13.9.10. ...................................................... 40
13.10. Borrowing Officer ............................................. 40
13.11. Maintenance of Security Interests of Security Documents ....... 40
13.11.1. Preservation and Perfection of Security Interests .... 40
13.11.2. Compliance With Terms of Security Documents .......... 40
13.12. Accounting System ............................................. 40
13.13. Financial Statements .......................................... 40

13.13.1. Annual Financial Statements .......................... 40
13.13.2. Quarterly Financial Statements ....................... 41
13.14. Other Financial Information ................................... 41
13.14.1. Stockholders and SEC Reports ......................... 41
13.14.2. Pension Benefit Plan Reports ......................... 41
13.14.3. Tax Returns .......................................... 42
13.15. Other Information ..... ....................................... 42
13.16. Audits by Administrative Agent ................................ 42
13.17. Access to Officers and Auditors ............................... 42
13.18. Confidentiality ............................................... 42
13.19. Proformas for Permitted Acquisitions .......................... 43
13.20. Further Assurances ............................................ 43

14. Negative Covenants ................................................... 43
14.1. Investments ................................................... 43
14.1.1. ...................................................... 43
14.1.2. ...................................................... 44
14.1.3. ...................................................... 44
14.1.4. ...................................................... 44
14.1.5. ...................................................... 44
14.1.6. ...................................................... 44
14.1.7. ...................................................... 44
14.2. Indebtedness .................................................. 44
14.2.1. ...................................................... 44
14.2.2. ...................................................... 44
14.2.3. ...................................................... 44
14.2.4. ...................................................... 44
14.2.5. ...................................................... 45
14.3. Indirect Obligations .......................................... 45
14.4. Security Interests ............................................ 45
14.4.1. ...................................................... 45
14.4.2. ...................................................... 45
14.4.3. ...................................................... 45
14.4.4. ...................................................... 45
14.4.5. ...................................................... 45
14.4.6. ...................................................... 45
14.4.7. ...................................................... 45
14.4.8. ...................................................... 45
14.4.9. ...................................................... 46
14.5. Acquisitions .................................................. 46
14.5.1. Aggregate Dollar Limitation .......................... 46
14.5.2. Individual Acquisition Dollar Limitation ............. 46
14.5.3. Surviving Company Becomes a Guarantor ................ 46
14.5.4. Satisfactory Due Diligence Completed ................. 46
14.5.5. Proforma Financial Statements ........................ 47
14.6. Disposal of Property .......................................... 47

14.7. Transactions With Affiliates .................................. 47
14.8. Conflicting Agreements ........................................ 47
14.9. Fiscal Year ................................................... 47
14.10. Transactions Having a Material Adverse Effect ................. 47

15. Financial Covenants .................................................. 47
15.1. Special Definitions ........................................... 47
15.2. Minimum Net Worth ............................................. 48
15.3. Maximum Funded Debt to EBITDA Ratio ........................... 49
15.4. Minimum Fixed Charge Coverage ................................. 49
15.5. Minimum EBITDA to Interest Expense Ratio ...................... 49

16. Default .............................................................. 49
16.1. Events of Default ............................................. 49
16.1.1. Failure to Pay Principal or Interest ................. 49
16.1.2. Failure to Pay Other Amounts Owed to Lenders ......... 50
16.1.3. Failure to Pay Amounts Owed to Other Persons ......... 50
16.1.4. Representations or Warranties ........................ 50
16.1.5. Certain Covenants .................................... 50
16.1.6. Other Covenants ...................................... 50
16.1.7. Acceleration of Other Indebtedness ................... 50
16.1.8. Bankruptcy; Insolvency; Etc. ......................... 50
16.1.9. Judgments; Attachment; Settlement, Etc. .............. 51
16.1.10. Pension Benefit Plan Termination, Etc. ............... 51
16.1.11. Liquidation or Dissolution ........................... 51
16.1.12. Seizure of Assets .................................... 52
16.1.13. Racketeering Proceeding .............................. 52
16.1.14. Loan Documents; Security Interests ................... 52
16.1.15. Rate Hedging Agreements .............................. 52
16.1.16. Guaranty; Guarantor .................................. 52
16.2. Rights and Remedies ........................................... 52
16.2.1. Termination of Commitments ........................... 52
16.2.2. Acceleration ......................................... 53
16.2.3. Right of Set-off ..................................... 53
16.2.4. Secured Party Rights ................................. 53
16.2.4.1. ............................................ 53
16.2.4.2. ............................................ 53
16.2.5. Miscellaneous ........................................ 54
16.3. Application of Funds . ........................................ 54
16.4. Limitation of Liability; Waiver ............................... 54
16.5. Notice ........................................................ 54

17. Administrative Agent and Lenders ..................................... 54
17.1. Appointment, Powers, and Immunities ........................... 54
17.2. Reliance by Administrative Agent .............................. 55
17.3. Employment of Administrative Agents and Counsel ............... 55

vii

17.4. Defaults ...................................................... 56
17.5. Rights as Lender .............................................. 56
17.6. Indemnification ............................................... 56
17.7. Notification of Lenders ....................................... 57
17.8. Non-Reliance on Administrative Agent and Other Lenders ........ 57
17.9. Resignation ................................................... 57
17.10. Collections and Distributions to Lenders by
Administrative Agent .......................................... 57

18. General .............................................................. 58
18.1. Lenders' Right to Cure ........................................ 58
18.2. Rights Not Exclusive .......................................... 58
18.3. Survival of Agreements ........................................ 58
18.4. Assignments and Participations ................................ 58
18.4.1. Permitted Assignments ................................ 58
18.4.1.1. ............................................ 59
18.4.1.2. ............................................ 59
18.4.1.3. ............................................ 59
18.4.1.4. ............................................ 59
18.4.1.5. ............................................ 59
18.4.2. Register; Consequences and Effect of Assignments ..... 59
18.4.3. Agreement of Assignee and Assignor ................... 60
18.4.4. Register of Assignments .............................. 60
18.4.5. Notice to Borrower of Assignment ..................... 61
18.4.6. Assignment to Federal Reserve Bank ................... 61
18.4.7. Information .......................................... 61
18.4.8. Sale of Participations ............................... 61
18.5. Payment of Expenses ........................................... 62
18.6. General Indemnity ............................................. 62
18.6.1. ...................................................... 62
18.6.2. ...................................................... 63
18.6.3. ...................................................... 63
18.6.4. ...................................................... 64
18.6.5. ...................................................... 64
18.6.6. ...................................................... 64
18.7. Letters of Credit ............................................. 65
18.8. Currency Indemnity ............................................ 65
18.9. Changes in Accounting Principles .............................. 65
18.10. Loan Records .................................................. 66
18.11. Other Security and Guaranties ................................. 66

19. Miscellaneous ........................................................ 66
19.1. Notices ....................................................... 66
19.2. Amendments and Modifications; Waivers and Consents ............ 67
19.3. Rights Cumulative ............................................. 67
19.4. Successors and Assigns ........................................ 67
19.5. Severability .................................................. 68

viii

19.6. Counterparts .................................................. 68
19.7. Governing Law; No Third Party Rights .......................... 68
19.8. Counterpart Facsimile Execution ............................... 68
19.9. No Other Agreements ........................................... 68
19.10. Negotiated Transaction; No Fiduciary Duty ..................... 68
19.11. Choice of Forum ............................................... 69
19.12. Service of Process ............................................ 69
19.13. Jury Trial .................................................... 69
19.14. Incorporation By Reference .................................... 70
19.15. Statutory Notice .............................................. 70

FOURTH AMENDED AND RESTATED CREDIT FACILITIES AGREEMENT

In consideration of the mutual agreements herein and other sufficient
consideration, the receipt of which is hereby acknowledged, DT INDUSTRIES, INC.,
as "Domestic Borrower", DT Industries (UK) II, Limited, as "UK Borrower",
ASSEMBLY TECHNOLOGIE & AUTOMATION GMBH, as "German Borrower", ▇▇▇▇▇▇ CANADA INC.
and DT CANADA INC., as "Canadian Borrowers", NATIONSBANK, N.A., as
"Administrative Agent", "Letter of Credit Issuer" and a "Lender", and any other
Persons who become "Lenders" as provided herein, agree as follows:

RECITALS:

A. The Boatmen's National Bank of St. Louis, to which NationsBank, N.A. is
successor by merger, and certain Subsidiaries of Borrower are parties to
that certain Third Amended and Restated Credit Facilities Agreement dated
as of July 21, 1997 (the "Original Loan Agreement").

B. The parties to the Original Loan Agreement desire to modify its terms, as
reflected herein.

AGREEMENT

Therefore, in consideration of the mutual agreements herein and other sufficient
consideration, the receipt of which is hereby acknowledged, the parties hereto
agree as follows:

1. Effective Date. This Agreement is effective July 21, 1997.

2. Definitions and Rules of Construction.

2.1. Listed Definitions. Capitalized words defined in the Glossary and
Index of Defined Terms attached hereto as Exhibit 2.1 shall have such
defined meanings wherever used in this Agreement and the other Loan
Documents.

2.2. Other Definitions. If a capitalized word in this Agreement is not
defined in the Glossary and Index of Defined Terms, it shall have such
meaning as defined elsewhere herein, or if not defined elsewhere herein,
the meaning defined in the UCC.

2.3. References to Borrower. The words Borrower, a Borrower, any Borrower,
each Borrower and every Borrower refer to Domestic Borrower, each of the
Canadian Borrowers and each Foreign Borrower separately. The word Borrowers
refers to Domestic Borrower, each of the Canadian Borrowers and Foreign
Borrowers collectively. The foregoing notwithstanding, the word Borrower in
Sections 3.1 through 3.5, 3.7 and 7 does not refer to either of the
Canadian Borrowers.

2.4. References to Covered Person. The words Covered Person, a Covered
Person, any Covered Person, each Covered Person and every Covered Person
refer to Borrower and each of its now existing or later acquired, created
or organized Subsidiaries separately. The words

Covered Persons refers to Borrower and its now existing or later acquired,
created or organized Subsidiaries collectively.

2.5. References to Lenders. Until Persons in addition to NationsBank, N.A.
become parties to this Agreement as Lenders as provided herein, all
references herein to "Lenders" shall be construed as references to
NationsBank, N.A. alone, anything herein to the contrary notwithstanding.
After other Persons become parties to this Agreement as Lenders as provided
herein, all references herein to "Lenders" shall be construed as references
to all such Persons.

2.6. References to Required Lenders. The words Required Lenders means any
one or more Lenders whose shares of Lenders' Exposure at the relevant time
aggregate at least 51%.

2.7. Accounting Terms. Unless the context otherwise requires, accounting
terms herein that are not defined herein shall be determined under GAAP.
All financial measurements contemplated hereunder respecting Borrower shall
be made and calculated for Borrower and all of its now existing or later
acquired, created or organized Subsidiaries on a consolidated basis in
accordance with GAAP unless expressly provided otherwise herein. If Bor-
rower acquires a Subsidiary, such Subsidiary's financial results shall be
combined with Borrower's on a proforma basis in accordance with GAAP, for
entire applicable period of calculation, and included for purposes of
calculating Borrower's financial measurements for Section 15 and Section
4.3

2.8. Meaning of Satisfactory. Whenever herein a document or matter is
required to be satisfactory to Administrative Agent or satisfactory to
Lenders or satisfactory to Required Lenders, unless expressly stated
otherwise such document must be satisfactory to Administrative Agent,
Lenders or Required Lenders (as applicable) in both form and substance, and
unless expressly stated otherwise Administrative Agent, Lenders or Required
Lenders (as applicable) shall have the absolute discretion to determine
whether the document or matter is satisfactory.

2.9. Computation of Time Periods. In computing or defining periods of time
from a specified date to a later specified date, and in computing the
accrual of interest or fees, the word from shall mean from and including
and the words to and until shall each mean to but excluding. Periods of
days referred to in this Agreement shall be counted in calendar days unless
Business Days are expressly prescribed, and references in this Agreement to
months and years are to calendar months and calendar years unless otherwise
specified.

2.10. General. Unless the context of this Agreement clearly requires
otherwise: (i) references to the plural include the singular and vice
versa; (ii) references to any Person include such Person's successors and
assigns but, if applicable, only if such successors and assigns are
permitted by this Agreement; (iii) references to one gender include all
genders; (iv) including is not limiting; (v) or has the inclusive meaning
represented by the phrase and/or; (vi) the words hereof, herein, hereby,
hereunder and similar terms in this Agreement refer to this Agreement as a
whole, including its Exhibits, and not to any particular provision of this
Agreement; (vii) the word Section or section and Page or page refer to a
section or page, respectively, of, and the word Exhibit refers to an
Exhibit to, this Agreement unless it expressly refers to something else;
(viii) reference to any agreement, document, or instrument (including this
Agreement and any other Loan Document or other agreement, document or
instrument

defined herein), means such agreement, document, or instrument as amended,
modified, restated or replaced and in effect from time to time in
accordance with the terms thereof and, if applicable, the terms hereof, and
includes all attachments thereto and documents incorporated therein, if
any; and (ix) general and specific references to any Law means such Law as
amended, modified, codified or reenacted, in whole or in part, and in
effect from time to time. Section captions and the Table of Contents are
for convenience only and shall not affect the interpretation or
construction of this Agreement or the other Loan Documents.

3. Lenders' Commitments. Subject to the terms and conditions hereof, and in
reliance upon the Representations and Warranties, Lenders make the following
commitments to Borrower:

3.1. Aggregate Revolving Loan Commitments. Subject to the applicable
limitations in Section 3.2 and elsewhere herein, each Lender commits to
make available to Domestic Borrower, from the Effective Date to the
Revolving Loan Maturity Date, such Lender's prorata share of an Aggregate
Revolving Loan Commitment in the Dollar Equivalent Amount of $165,000,000
(the "Aggregate Revolving Loan Commitment") by funding such Lender's
prorata share (as listed on Exhibit 3 hereto) of Revolving Loan Advances
denominated in Dollars, Pounds Sterling or Deutsche Marks and made from
time to time by Administrative Agent as provided herein. Also subject to
the applicable limitations in Section 3.2 and elsewhere herein, each Lender
commits to make available to Foreign Borrowers such Lender's prorata share
of an Aggregate Offshore Currency Revolving Loan Commitment in the Dollar
Equivalent Amount of $80,000,000 (the "Aggregate Offshore Currency
Revolving Loan Commitment") by funding such Lender's prorata share (as
listed on Exhibit 3 hereto) of Revolving Loan Advances denominated in
Pounds Sterling (in the case of the UK Borrower) or Deutsche Marks (in the
case of the German Borrower) and made from time to time by Administrative
Agent as provided herein.

3.2. Limitations on Revolving Loan Advances.

3.2.1. Aggregate Limit of All Revolving Loan Advances. No Revolving
Loan Advance will be made, whether denominated in Dollars or an
Offshore Currency, which would result in the Dollar Equivalent Amount
of the Aggregate Revolving Loan exceeding the Maximum Available
Amount. No Revolving Loan Advance which is a Eurodollar Advance will
be made in a Dollar Equivalent Amount less than a whole multiple of
$2,000,000, and no Revolving Loan Advance which is a Base Rate
Advance will be made in a Dollar Equivalent Amount less than a whole
multiple of $500,000. The "Maximum Available Amount" on any date
shall be equal to (i) the Dollar Equivalent Amount of the Aggregate
Revolving Loan Commitment on such date, minus (ii) (a) the Dollar
Equivalent Amount of the Letter of Credit Exposure on such date
(except to the extent that such Revolving Loan Advance will be used
immediately to reimburse Letter of Credit Issuer for unreimbursed
draws on a Letter of Credit as required herein) and (b) the Dollar
Equivalent Amount of the Swingline Loan.

3.2.2. Aggregate Limit of Revolving Loan Advances to Foreign
Borrowers. No Revolving Loan Advance will be made to a Foreign
Borrower which would result in the Dollar Equivalent Amount of the
Foreign Revolving Loans, plus the Dollar Equivalent Amount of the
portion of the Letter of Credit Exposure attributable to Letters of
Credit

issued for the account of Foreign Borrowers, exceeding the Aggregate
Offshore Currency Revolving Loan Commitment.

3.2.3. Aggregate Limit of Revolving Loan Advances to UK Borrower.
No Revolving Loan Advance will be made to UK Borrower which would
result in the Revolving Loans to UK Borrower, plus the portion of the
Letter of Credit Exposure attributable to Letters of Credit issued
for the account of UK Borrower, exceeding at any time the greater of
(i) (pound)40,000,000 or (ii) an amount in Pounds Sterling equal to
ten times EBITDA (as defined in Section 15.1) of UK Borrower in the
fiscal year of UK Borrower most recently ended prior to such time.

3.2.4. Aggregate Limit of Revolving Loan Advances to German
Borrowers. No Revolving Loan Advance will be made to German Borrower
which would result in the Revolving Loans to German Borrower, plus
the portion of the Letter of Credit Exposure attributable to Letters
of Credit issued for the account of German Borrower, exceeding at any
time the greater of (ii) DM20,000,000 or (ii) an amount in Deutsche
Marks equal to ten times EBITDA (as defined in Section 15.1) of
German Borrower in the fiscal year of German Borrower most recently
ended prior to such time.

3.2.5. Other Limitations. No Revolving Loan Advance will be made on
or after the Revolving Loan Maturity Date, but Lenders may, in their
absolute discretion, fund such Revolving Loan Advances and shall not
be deemed by doing so to have increased the Maximum Available Amount
and shall not be obligated to make any such Revolving Loan Advance
thereafter. If an Event of Default has occurred that has not been
waived by Required Lenders, the Aggregate Revolving Loan Commitment
may be canceled as provided in Section 16.2. Subject to the terms,
conditions and limitations contained herein, Domestic Borrower may
obtain Revolving Advances in any Offshore Currency, but UK Borrower
may only obtain Revolving Advances in Pounds Sterling and German
Borrower may only obtain Revolving Advances in Deutsche Marks.

3.3. Voluntary Reductions in Commitments. Domestic Borrower may reduce the
amount of the Aggregate Revolving Loan Commitment in whole multiples of
$500,000 at any time and from time to time, and may reduce the Dollar
Equivalent Amount of the Aggregate Offshore Currency Revolving Loan
Commitment in whole multiples of $500,000, but only if (i) Borrower gives
Administrative Agent written notice of Borrower's intention to make such
reduction at least two Business Days prior to the effective date of the
reduction, and (ii) Borrower makes on the effective date of the reduction
such payment in the Applicable Currency as is required to reduce the
Aggregate Revolving Loan to an amount equal to the reduced amount of the
Aggregate Revolving Loan Commitment or Aggregate Offshore Currency
Revolving Loan Commitment, as applicable. Any such reduction of the amount
of the Aggregate Revolving Loan Commitment shall be permanent. Each
Lender's initial Revolving Loan Commitment and initial Offshore Currency
Revolving Loan Commitment is its prorata share of the Aggregate Revolving
Loan Commitment and Aggregate Offshore Currency Revolving Loan Commitment,
respectively. Upon any reduction of the Aggregate Revolving Loan Commitment
or Aggregate Offshore Currency Revolving Loan Commitment, each Lender's
Revolving Loan Commitment and Offshore Currency Revolving Loan Commitment,
respectively, will automatically reduce by such

Lender's prorata share of the applicable reduction. Reductions in the
Aggregate Revolving Loan Commitment will reduce the Aggregate Offshore
Currency Revolving Loan Commitment only to the extent that Borrower
designates in its notice of the reduction; except that once the Aggregate
Revolving Loan Commitment is reduced to the same amount as the Aggregate
Offshore Currency Revolving Loan Commitment, then all further reductions in
the Aggregate Revolving Loan Commitment shall reduce the Aggregate Offshore
Currency Revolving Loan Commitment by the same amount.

3.4. Revolving Notes. The obligation of Domestic Borrower to repay each
Lender's Revolving Loan shall be evidenced by one promissory note, payable
to the order of such Lender in a maximum principal amount denominated in
Dollars equal to its prorata share of the Aggregate Revolving Loan
Commitment, and each being otherwise in the form attached hereto as Exhibit
3.4 satisfactory to Administrative Agent and Lenders. The obligation of
UK Borrower to repay each Lender's UK Revolving Loan shall be evidenced by
a promissory note payable to the order of such Lender in a maximum
principal amount denominated in Pounds Sterling having a Dollar Equivalent
Amount equal to its prorata share of $80,000,000. The obligation of German
Borrower to repay each Lender's German Revolving Loan shall be evidenced by
a promissory note payable to the order of such Lender in a maximum
principal amount denominated in Deutsche Marks having a Dollar Equivalent
Amount equal to its prorata share of $80,000,000.

3.5. Swingline.

3.5.1. Swingline Advances. In order to reduce the frequency of
fundings of Revolving Loan Advances by Lenders, but subject to the
limitations in Section 3.5.2 and elsewhere herein, Administrative
Agent may make Swingline Advances as provided herein from time to
time from the Effective Date to the Revolving Loan Maturity Date.
Subject to the limitations in Section 3.5.2 and elsewhere herein,
Swingline Advances may be made in Pounds Sterling to UK Borrower and
Deutsche Marks to German Borrower, and Dollars or any Offshore
Currency to Domestic Borrower, and payments and prepayments that are
applied to reduce the Swingline Loan may be re-advanced as Swingline
Advances as provided herein. Whether a Swingline Advance is made
in any particular instance is within the absolute discretion of
Administrative Agent, and Administrative Agent may cease making
Swingline Advances altogether at any time, including such time as
Administrative Agent resigns as such as provided in Section 17.9,
in its absolute discretion.

3.5.2. Limitations on Swingline Advances. No Swingline Advance will
be made on or after the Revolving Loan Maturity Date, no Swingline
Advance will be made which would result in the Dollar Equivalent
Amount of the Swingline Loan exceeding the Maximum Swingline Amount,
and no Swingline Advance will be made in a Dollar Equivalent Amount
less than $250,000 for Advances denominated in an Offshore Currency
and $250,000 for Advances denominated in Dollars. Administrative
Agent may, however, in its absolute discretion make any such
Swingline Advances, but shall not be deemed by doing so to have
increased the Maximum Swingline Amount or reduced the minimum amount
for Swingline Advances and shall not be obligated to make any such
Swingline Advance thereafter. The "Maximum Swingline Amount" on any
date

for any Swingline Advance shall be a Dollar Equivalent Amount equal
to the lesser of (i) $10,000,000 minus the Letter of Credit
Exposure with respect to all outstanding Swingline Letters of Credit
and (ii) an amount equal to the Maximum Available Amount as of such
date minus the Dollar Equivalent Amount of the Aggregate Revolving
Loan immediately prior to the making of such Swingline Advance.

3.5.3. Swingline Notes. The obligation of Borrower to repay the
Swingline Loan shall be evidenced by three promissory notes payable
to the order of Administrative Agent, one being in the maximum
principal amount of $10,000,000, one being in a maximum principal
amount denominated in Pounds Sterling having a Dollar Equivalent
Amount of $10,000,000, one being in a maximum principal amount
denominated in Deutsche Marks having a Dollar Equivalent Amount of
$10,000,000, and each being otherwise in the form attached hereto as
Exhibit 3.5.3 satisfactory to Administrative Agent.

3.6. Canadian Term Commitment.

3.6.1. Continuation of Canadian Term Loan. Each Lender commits to
continue and extend the currently outstanding term loan to the
Canadian Borrowers in the amount of its share, as listed on Exhibit 3
hereto, of $10,000,000, which is the current outstanding principal
balance of such term loan. Amounts applied to reduce the Aggregate
Canadian Term Loan may not be reborrowed.

3.6.2. Canadian Term Notes. The obligation of Canadian Borrowers to
repay each Lender's share of the Aggregate Canadian Term Loan shall
be evidenced by a promissory note payable to the order of such Lender
in a principal amount equal to such Lender's share of the Aggregate
Canadian Term Loan and otherwise in substantially the form attached
hereto as Exhibit 3.6.2.

3.7. Letter of Credit Commitment. NationsBank commits to issue standby
letters of credit from time to time from the Effective Date to the
Revolving Loan Maturity Date, but only in connection with transactions
reasonably satisfactory to Administrative Agent. Borrower shall designate
in each request for issuance of a Letter of Credit whether such Letter of
Credit is to be a Swingline Letter of Credit or a Revolver Letter of
Credit. If such Letter of Credit is requested to be a Revolver Letter of
Credit, it will not be issued if (i) the Dollar Equivalent Amount of the
Letter of Credit Exposure will as a result of such issuance exceed the
lesser of (a) $15,000,000 and (b) any excess of the Maximum Available
Amount over the Aggregate Revolving Loan, or (ii) the Dollar Equivalent
Amount of the initial face amount of such Letter of Credit would be less
than the minimum amount permitted for a Revolving Loan Advance denominated
in the same Applicable Currency. If such Letter of Credit is requested to
be a Swingline Letter of Credit, it will not be issued if (i) the Dollar
Equivalent Amount of the Letter of Credit Exposure with respect to all
outstanding Swingline Letters of Credit will as a result of such issuance
exceed the lesser of (a) the Maximum Swingline Amount and (b) any excess of
the Maximum Swingline Amount over the Swingline Loan, or (ii) the Dollar
Equivalent Amount of the initial face amount of such Letter of Credit would
be less than $25,000. In no event will a Letter of Credit denominated in an
Offshore Currency be issued if the Dollar Equivalent Amount of the Letter
of Credit Exposure with respect to such Letter of Credit will, when added
to the

Dollar Equivalent Amount of all Offshore Currency Loans, exceed the
Aggregate Offshore Currency Revolving Loan Commitment. Letters of Credit
issued for the account of Domestic Borrower may be denominated in any
Applicable Currency. Letters of Credit issued for the account of UK
Borrower may be denominated only in Pounds Sterling. Letters of Credit
issued for the account of German Borrower may be denominated only in
Deutsche Marks. The expiration date of any Letter of Credit will be a
Business Day that is not more than one year after its issuance date and is
not later than the fifth Business Day preceding the Revolving Loan Maturity
Date; provided, however, that the expiration date for a Letter of Credit
may be later than the Revolving Loan Maturity Date if Letter of Credit
Issuer and Required Lenders consent to such issuance and Borrower provides
to Letter of Credit Issuer cash collateral satisfactory to Letter of Credit
Issuer and Required Lenders as security for Borrower's obligation to
reimburse Letter of Credit Issuer for all draws thereunder. Immediately
upon the issuance by Letter of Credit Issuer of a Revolver Letter of Credit
in accordance with the terms and conditions of this Agreement, but not in
the case of any Swingline Letter of Credit, Letter of Credit Issuer shall
be deemed to have sold and transferred to each other Lender, and such other
Lender shall be deemed to have purchased and received from Letter of Credit
Issuer, a prorata undivided interest and participation in such Revolver
Letter of Credit, the reimbursement obligation of Borrower with respect
thereto, and any guaranty thereof or collateral therefor. Such other
Lender's prorata undivided interest shall be the same as its prorata share
of the Aggregate Revolving Loan Commitment.

4. Interest; Yield Protection.

4.1. Interest on Draws on Letters of Credit. The unreimbursed amount of
each draw on a Letter of Credit shall bear interest at a rate per annum
equal to the then applicable Adjusted Eurodollar Rate.

4.2. Interest on Loans.

4.2.1. Aggregate Revolving Loan and Swingline Loan. Borrower may,
as provided and subject to the limitations in Section 7, designate
the whole of an Advance or any part of an Advance to be either a Base
Rate Advance or a Eurodollar Advance; provided that a Swingline
Advance that is denominated in an Offshore Currency shall always be
designated as a Eurodollar Advance. Each Base Rate Advance when made
will become a Base Rate Loan, which shall bear interest at the
Adjusted Base Rate. Each Eurodollar Advance when made will become a
Eurodollar Loan, which shall bear interest at the Adjusted Eurodollar
Rate. No Offshore Currency Loan may bear interest at the Adjusted
Base Rate.

4.2.2. Aggregate Canadian Term Loan. Canadian Borrowers hereby
acknowledge that the Aggregate Canadian Term Loan is currently a
Eurodollar Loan with an Interest Period of two months ending on
September 1, 1997, and bears interest at the Adjusted Eurodollar Rate
from the Effective Date. When the current Interest Period expires,
the Aggregate Canadian Term Loan or any part thereof may be continued
as a Eurodollar Loan or converted to a Base Rate Loan as provided
in Section 4.4.

4.3. Adjusted Eurodollar Rate and Adjusted Base Rate. The "Adjusted
Eurodollar Rate" for any Eurodollar Loan is the Eurodollar Rate plus the
applicable Eurodollar Increment, and the "Adjusted Base Rate" for any Base
Rate Loan shall be the Prime Rate plus the applicable Base Rate Increment,
as prescribed for the applicable Level in the following table:

----- -------------------- ----------------- ----------------- ---------- ---------
Level Ratio of Funded Debt S&P's Rating of ▇▇▇▇▇'▇ Rating of Eurodollar Base Rate
to EBITDA Domestic Domestic Increment Increment
Borrower's Senior Borrower's Senior
Unsecured Unsecured
Corporate Debt Corporate Debt
----- -------------------- ----------------- ----------------- ---------- ---------

I Equal to or greater Less than BB Less than Ba2 1.125% 0%
than 2.5 to 1.0
----- -------------------- ----------------- ----------------- ---------- ---------
II Equal to or greater
than 1.5 to 1.0 but BB Ba2 0.875% 0%
less than 2.5
to 1.0
----- -------------------- ----------------- ----------------- ---------- ---------
III Equal to or greater
than 0.5 to 1.0 but BB+ Ba1 0.625% 0%
less than 1.5
to 1.0
----- -------------------- ----------------- ----------------- ---------- ---------
IV Less than 0.5 BBB- Baa3 0.450% 0%
to 1.0
----- -------------------- ----------------- ----------------- ---------- ---------
V N/A BBB Baa2 0.350% 0%
----- -------------------- ----------------- ----------------- ---------- ---------

The applicable Level shall be the numbered Level in the above table that
corresponds to the higher of (i) the Level corresponding to the ratio of
Domestic Borrower's Funded Debt to EBITDA and (ii) the Level corresponding
to the higher of the ratings categories of Borrower's unsecured corporate
debt by S&P and ▇▇▇▇▇'▇ (except that in any case when such ratings differ
by more than one Level in the above table, the Level corresponding to the
rating that is one category below the higher Level of the two ratings shall
be used). The applicable Level and the applicable Eurodollar Increment and
Base Rate Increment shall first be determined by Administrative Agent based
upon the ratings of Borrower's unsecured corporate debt by S&P and ▇▇▇▇▇'▇
on the Effective Date and the ratio of Borrower's Funded Debt to EBITDA and
as reflected in Borrower's Initial Financial Statements for the fiscal
quarter of Borrower ended just prior to the Effective Date and shall be
become applicable on the Effective Date. Thereafter, the applicable Level
and the applicable Eurodollar Increment and Base Rate Increment shall be
re-determined by Administrative Agent promptly after each delivery by
Borrower to Administrative Agent of Borrower's Financial Statements as
required in Section 13.13.2 and as of the date of any change in the ratings
of Domestic Borrower's unsecured corporate debt by S&P or ▇▇▇▇▇'▇ and will
become applicable on the tenth day following the day when Domestic Borrower
delivers such Financial Statements to Administrative Agent or the day
following such rating change, as applicable. If, however, Domestic Borrower
does not deliver its quarterly Financial Statements to Administrative Agent
within the period required by Section 13.13.2 and such failure continues
for two Business Days after notice from Administrative Agent, the Base Rate
Increment and Eurodollar Increment corresponding to the Level that is one
lower than the level which had been applicable shall apply retroactively
from the first day after such period and shall continue to apply until
Domestic Borrower delivers such Financial Statements to Administrative
Agent, and Borrower shall pay any consequent shortage in its interest
payments upon demand by Administrative Agent. In the above table, the
symbol "greater than" means "greater than", the symbol "less than" means
"less than", and the symbol "equal to or greater than" means "equal to or
greater than."

The Eurodollar Rate for each Eurodollar Loan shall be determined by
Administrative Agent before the beginning of the applicable Interest Period
and shall apply throughout such Interest Period. The "Eurodollar Rate"
shall be, for the applicable Interest Period therefor, the interest rate
per annum equal to the quotient of

(i) the rate per annum (rounded upwards, if necessary, to the
nearest 1/100 of 1%), as determined by Administrative Agent
appearing, in the case of a Eurodollar Loan denominated in Dollars,
on Dow ▇▇▇▇▇ Markets Page 3750 (or any successor page) as the London
interbank offered rate for deposits in Dollars, and in the case of a
Eurodollar Loan denominated in an Offshore Currency, the rate per
annum appearing on British Banking Association Interest Settlement
Rate, Page FRBD (or any successor page) as the London interbank
offered rate for deposits in the Applicable Currency, at
approximately 11:00 a.m. (London time) two Business Days prior to the
first day of such Interest Period for a term comparable to such
Interest Period. If for any reason such rate for a Eurodollar Loan
denominated in dollars is not available, the term "Eurodollar Rate"
shall mean, for any Eurodollar Loan for any Interest Period therefor,
the rate per annum (rounded upwards, if necessary, to the nearest
1/100 of 1%) appearing on Reuters Screen LIBO Page as the London
interbank offered rate for deposits in Dollars at approximately 11:00
a.m. (London time) two Business Days prior to the first day of such
Interest Period for a term comparable to such Interest Period;
provided, however, if more than one rate is specified on Reuters
Screen LIBO Page, the applicable rate shall be the arithmetic mean of
all such rates (rounded upwards, if necessary, to the nearest 1/100
of 1%),

divided by

(ii) an amount equal to one minus the maximum rate (expressed as a
decimal number) at which reserves (including, without limitation, any
marginal, special, supplemental, or emergency reserves) are required
to be maintained under regulations issued from time to time by the
FRB or any other Governmental Authority to which any Lender is
subject (or any successor) against, including, in the case of
Eurodollar Loans, "Eurocurrency liabilities" (as such term is used in
Regulation D). Without limiting the effect of the foregoing, the
reserve requirement shall reflect any other reserves required to be
maintained by any Lender with respect to any category of liabilities
which includes deposits by reference to which the Eurodollar Rate is
to be determined, or any category of extensions of credit or other
assets which include Eurodollar Loans. (The entire amount of a Euro-
dollar Loan shall be deemed to constitute a Eurocurrency liability
and as such shall be deemed to be subject to such reserve require-
ments without benefit of credits for proration, exceptions or
set-offs which may be available from time to time to any Lender under
Regulation D.) The Eurodollar Rate shall be adjusted automatically
on and as of the effective date of any change in any such reserve
requirements.

4.4. Continuation or Conversion of Loans. Borrower may (i) at any time
convert some or all of a Base Rate Loan to a Eurodollar Loan, or (ii) at
the end of any Interest Period of a Eurodollar Loan, continue the Loan as a
Eurodollar Loan for an additional Interest Period or convert some or all of
such Eurodollar Loan to a Base Rate Loan; provided however, that if an
Event of Default has occurred that has not been waived by Required Lenders,
Borrower may not

convert a Base Rate Loan to a Eurodollar Loan or continue a Eurodollar Loan
for an additional Interest Period. To cause any conversion or continuation,
Borrower shall give Administrative Agent, prior to 11:00 a.m. Central Time
three Business Days prior to the date the conversion or continuation is to
be effective, a written request (which may be mailed, personally delivered
or telecopied as provided in Section 19.1) specifying (i) the applicable
Borrower, (ii) the Applicable Currency, (iii) whether a conversion or
continuation is requested, (iv) in the case of a conversion, specifying the
amount to be converted and whether it is to be a Eurodollar Loan or a Base
Rate Loan upon the conversion, and (v) in the case of any conversion to or
continuation of a Eurodollar Loan, specifying the Interest Period therefor.
If such notice is not given by 11:00 a.m. Central Time on the third
Business Day preceding the last day of the Interest Period of a Eurodollar
Loan, then the applicable Borrower shall be deemed to have timely given a
notice to Administrative Agent requesting (i) as to any Dollar denominated
Revolving Loan, to convert (or continue such Loan as) a Base Rate Loan
bearing interest at the Adjusted Base Rate, and (ii) as to any Offshore
Currency denominated Revolving Loan to convert such Loan to (or continue
such Loan as) a Eurodollar Loan with an Interest Period of one month, in
each case until the applicable Borrower notifies Administrative Agent in
accordance with the terms hereof. In the case of a Eurodollar Loan, any
conversion or continuation shall become effective only on the day following
the last day of the current Interest Period. A Loan denominated in one
currency may not be converted into a Loan denominated in another currency.

4.5. Interest Periods for Eurodollar Loans. For each Eurodollar Loan
Borrower shall select an Interest Period that is either one, two, three, or
six months; provided that:

(i) every such Interest Period for a Eurodollar Advance shall
commence on the date of the Advance;

(ii) if any Interest Period would otherwise expire on a day of a
calendar month which is not a Business Day, then such Interest Period
shall expire on the next succeeding Business Day in that calendar
month; provided, however, that if the next succeeding Business Day
would be in the following calendar month, it shall expire on the
first preceding Business Day;

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

(iv) no Interest Period for a Eurodollar Loan that is part of the
Aggregate Revolving Loan shall extend beyond the Revolving Loan
Maturity Date; and

(v) no Interest Period for the Canadian Term Loan may extend beyond
the Canadian Term Loan Maturity Date.

A Eurodollar Loan shall bear interest at the Adjusted Eurodollar Rate
throughout the applicable Interest Period designated by Borrower.

4.6 Time of Accrual. Interest shall accrue on all principal amounts
outstanding from the date when first outstanding to the date when no longer
outstanding. Amounts shall be deemed outstanding until payments are applied
thereto as provided herein.

4.7 Computation. Interest shall be computed for the actual days elapsed
over a year deemed to consist of 360 days (30 days to each month) for all
Eurodollar Loans and actual days elapsed for all Base Rate Loans. The
Adjusted Base Rate shall change simultaneously with any change in the Prime
Rate and such change shall be effective for the entire day on which such
change becomes effective. The Adjusted Base Rate will be determined by
Administrative Agent on the Effective Date based on the Prime Rate in
effect on the Effective Date and on each Business Day thereafter when the
Prime Rate changes.

4.8 Rate After Maturity. Borrower shall pay interest on each Loan after
its Maturity, and (at the option of Lenders) on each Loan and on the other
Loan Obligations after the occurrence of an Event of Default, at a rate per
annum of 2.0% plus the rate that would otherwise apply hereunder.

4.9 Compensation for Increased Costs and Reduced Returns; Capital
Adequacy.

4.9.1. If, after the Effective Date, the adoption of any applicable
Law or any change in any applicable Law or any change in the
interpretation or administration thereof by any Governmental
Authority charged with the interpretation or administration thereof,
or compliance by any Lender (or its Applicable Lending Office) with
any request or directive (whether or not having the force of law) of
any such Governmental Authority, central bank, or comparable agency:

4.9.1.1. shall subject such Lender (or its Applicable
Lending Office) to any Tax with respect to any Eurodollar
Loans, Offshore Currency Loans, or its obligation to make
Eurodollar Loans or Offshore Currency Loans, or change the
basis of taxation of any amounts payable to such Lender (or
its Applicable Lending Office) under this Agreement in
respect of any Eurodollar Loans or Offshore Currency Loans
(other than Taxes imposed on the overall net income of such
Lender by the jurisdiction in which such Lender has its
principal office or such Applicable Lending Office);

4.9.1.2. shall impose, modify, or deem applicable any
reserve, special deposit, assessment, compulsory loan or
similar requirement (other than the reserve requirement
utilized in the determination of the Eurodollar Rate)
relating to any extensions of credit or other assets of, or
any deposits with or other liabilities or commitments of,
such Lender (or its Applicable Lending Office), including
the Commitment of such Lender hereunder; or

4.9.1.3. shall impose on such Lender (or its Applicable
Lending Office) or on the London interbank market any other
condition affecting this Agreement, such Lender's Revolving
Loan Commitment or its Note or any of such extensions of
credit or liabilities or commitments;

and the result of any of the foregoing is to increase the cost to
such Lender (or its Applicable Lending Office) of making, converting
into, continuing, or maintaining any Loans or to reduce any sum
received or receivable by such Lender (or its Applicable Lending
Office) under this Agreement or its Note with respect to any Loans,
then the Borrower shall pay to such Lender on demand such amount or
amounts as will compensate such Lender for such increased cost or
reduction. If any Lender requests compensation by the Borrower under
this Section the Borrower may, by notice to such Lender (with a copy
to the Administrative Agent), suspend the obligation of such Lender
to make or continue Loans of the type or in the Applicable Currency
with respect to which such compensation is requested, or to convert
Loans of any other type into Loans of such type (but not convert
Loans of one Applicable Currency into another Applicable Currency),
until the event or condition giving rise to such request ceases to be
in effect (in which case the provisions of Section 4.13 shall be
applicable); provided, however, that such suspension shall not affect
the right of such Lender to receive the compensation so requested.

4.9.2. If, after the Effective Date, any Lender shall have
determined that the adoption of any applicable Law regarding capital
adequacy or any change therein or in the interpretation or
administration thereof by any governmental authority, central bank,
or comparable agency charged with the interpretation or admin-
istration thereof, or any request or directive regarding capital
adequacy (whether or not having the force of law) of any such
governmental authority, central bank, or comparable agency has or
would have the effect of reducing the rate of return on the capital
of such Lender or any corporation controlling such Lender as a
consequence of such Lender's obligations hereunder to a level below
that which such Lender or such corporation could have achieved but
for such adoption, change, request, or directive (taking into
consideration its policies with respect to capital adequacy), then
from time to time upon demand the Borrower shall pay to such Lender
such additional amount or amounts as will compensate such Lender for
such reduction after giving effect (without duplication) to any
compensation payable pursuant to Section 4.9.1.

4.9.3. Each Lender shall promptly notify the Borrower and the
Administrative Agent of any event of which it has knowledge,
occurring after the Effective Date, which will entitle such
Lender to compensation pursuant to this Section 4.9 and will
designate a different Applicable Lending Office if such designation
will avoid the need for, or reduce the amount of, such compensation
and will not, in the judgment of such Lender, be otherwise dis-
advantageous to it. Any Lender claiming compensation under this
Section 4.9 shall furnish to the Borrower and the Administrative
Agent a statement setting forth the additional amountor amounts to be
paid to it hereunder which shall be conclusive in the absence of
manifest error. In determining such amount, such Lender may use any
reasonable averaging and attribution methods.

4.10. Limitation on Types of Loans. If on or prior to the first day of
any Interest Period for any Eurodollar Loan:

4.10.1. the Administrative Agent determines (which determination
shall be conclusive if made in good faith) that by reason of
circumstances affecting the relevant market, adequate and reasonable
means do not exist for ascertaining the Eurodollar Rate for such
Interest Period; or

4.10.2. the Required Lenders determine (which determination shall be
conclusive if made in good faith) and notify the Administrative Agent
that the Eurodollar Rate will not adequately and fairly reflect the
cost to the Lenders of funding Eurodollar Loans for such Interest
Period;

then the Administrative Agent shall give the Borrower prompt notice
thereof, and so long as such condition remains in effect, the Lenders shall
be under no obligation to make additional Eurodollar Loans affected by such
conditions, to continue such Eurodollar Loans, or to convert Base Rate
Loans to such Eurodollar Loans and the Borrower shall, on the last day(s)
of the then current Interest Period(s) for the outstanding Eurodollar
Loans, as applicable (i) convert such Eurodollar Loans into another
Eurodollar Loan which is not subject to the same or similar condition, (ii)
in the case of Dollar denominated Loans, convert such Eurodollar Loans into
Base Rate Loans, or (iii) in the case Offshore Currency Loans, promptly
repay such loans. The Administrative Agent shall give the Domestic Borrower
notice describing in reasonable detail any event or condition described in
this Section 4.10 promptly following the determination by the
Administrative Agent or the Required Lenders, as the case may be, that the
availability of Eurodollar Loans is, or is to be, suspended as a result
thereof, but failure of Administrative Agent to give such notice shall not
extinguish or diminish Borrower's obligations under this Section 4.10.

4.11. Illegality. Notwithstanding any other provision of this Agreement, in
the event that it becomes unlawful for any Lender or its Applicable Lending
Office to honor its obligation to make, maintain, or fund Eurodollar Loans
or Loans in any Applicable Currency hereunder, then such Lender shall
promptly notify the Borrower thereof and such Lender's obligation to make
or continue Eurodollar Loans or Loans in such Applicable Currency, as
applicable, or (if applicable) convert Base Rate Loans into Eurodollar
Loans, shall be suspended until such time as such Lender may again make,
maintain, and fund Eurodollar Loans or Loans in such Applicable Currency;
and such Lender's outstanding Eurodollar Loans shall be converted into Base
Rate Loans in accordance with Section 4.13 denominated in Dollars, and the
Borrower shall repay to such Lender all outstanding Offshore Currency Loans
owed to such Lender (together with accrued interest thereon) at the end of
their respective Interest Periods or on the date such payment is required
in order for Lenders to be in compliance with applicable Law, whichever is
earlier (in which case the provisions of Section 4.13 shall be applicable),
and Dollar Loans shall not be required to be repaid.

4.12. Compensation. Upon the request of any Lender, for each Loan in any
Applicable Currency, the Borrower shall pay to such Lender such amount or
amounts as shall be sufficient (in the reasonable determination of such
Lender) to compensate it for any loss, cost, or expense (including loss of
anticipated profits) incurred by it as a result of:

4.12.1. any payment, prepayment, or conversion of an Eurodollar Loan
for any reason (other than pursuant to Section 4.11, but including,
without limitation, the acceleration of the Loans pursuant to the
terms hereof) on a date other than the last day of the Interest
Period for such Eurodollar Loan; or

4.12.2. any failure by the Borrower for any reason (other than a
default by such Lender or pursuant to Section 4.10 or 4.11) to
borrow, convert, continue, or prepay a Eurodollar Loan on the date
for such borrowing, conversion, continuation, or prepayment specified
in the relevant notice of borrowing, prepayment, continuation, or
conversion under this Agreement.

If a Lender claims compensation under this Section 4.12, such Lender shall
furnish a certificate to Borrower that states the amount to be paid to it
hereunder and includes a description in reasonable detail of the method
used by such Lender in calculating such amount. Borrower shall have the
burden of proving that the amount of any such compensation calculated by a
Lender is not correct. Any compensation payable by Borrower to a Lender
under this Section shall be payable without regard to whether such Lender
has funded its prorata share of any Eurodollar Advance or Eurodollar Loan
through the purchase of deposits in an amount or of a maturity
corresponding to the deposits used as a reference in determining the
Eurodollar Rate under Section 4.3 (and in the case of Offshore Currency
Loans, for deposits in the Applicable Currency of amounts comparable to
such principal amount and maturities comparable to such period).

4.13. Treatment of Affected Loans. If the obligation of any Lender to make
a Eurodollar Loan or to continue any Eurodollar Loan or to convert any Base
Rate Loan into an Eurodollar Loan shall be suspended pursuant to Section
4.9, 4.10 or 4.11 (such Loans being herein called "Affected Loans"), such
Lender's Affected Loans shall be automatically and immediately be converted
into Base Rate Loans on the last days of the then current Interest Periods
for Affected Loans (or, in the case of a conversion required by Section
4.11 hereof, on such earlier date as such Lender may specify to the
Borrower with a copy to the Administrative Agent) and, unless and until
such Lender gives notice as provided below that the circumstances specified
in Section 4.9 or 4.11 or that gave rise to such conversion no longer
exist:

4.13.1. to the extent that such Lender's Affected Loans have been so
converted, all payments and prepayments of principal that would
otherwise be applied to such Lender's Affected Loans shall continue
to be made and applied as provided for herein; and

4.13.2. all Loans that would otherwise be made or continued by such
Lender as Eurodollar Loans shall be made or continued instead as Base
Rate Loans, and all Loans of such Lender that would otherwise be
converted into Eurodollar Loans shall be converted instead into (or
shall remain as) Base Rate Loans.

If such Lender gives notice to the Borrower (with a copy to the
Administrative Agent) that the circumstances specified in Section 4.9, 4.10
or 4.11 that gave rise to the conversion of such Lender's Affected Loans
pursuant to this Section 4.13 no longer exist (which such Lender agrees to
do promptly upon such circumstances ceasing to exist) at a time when Loans
of the type of the

Affected Loans made by other Lenders are outstanding, such Lender's Base
Rate Loans shall be automatically converted, on the first days of the next
succeeding Interest Periods for such outstanding Loans of the type of the
Affected Loans, to the extent necessary so that, after giving effect
thereto, all Loans held by the Lenders holding Loans of the type of the
Affected Loans and by such Lender are held prorata (as to principal
amounts, type of interest, and Interest Periods) in accordance with their
respective Commitments.

4.14. Taxes.

4.14.1. Any and all payments by the Borrower to or for the account
of any Lender or the Administrative Agent hereunder or under any
other Loan Document shall be made free and clear of and without
deduction for any and all present or future Tax, excluding, in the
case of each Lender and the Administrative Agent, (i) franchise
taxes, (ii) any Taxes (other than withholding taxes) that would not
be imposed but for a connection between a Lender or the Admin-
istrative Agent and the jurisdiction imposing such Taxes (other than
a connection arising solely by virtue of the activities of such
Lender or the Administrative Agent pursuant to or in respect of this
Agreement or any other Loan Document), (iii) any withholding taxes
payable with respect to payments hereunder or under any other Loan
Document under laws (including any statute, treaty, ruling,
determination or regulation) in effect on the Effective Date (except
that this subsection (iii) shall not include (A) withholding taxes
payable after the Effective Date as a consequence of the change in
the applicable tax treaty to eliminate any applicable exemption
contained in such tax treaty as in effect on the Effective Date from
the obligation to pay such withholding taxes, or (B) withholding
taxes arising because the applicable taxing authorities do not
accept the exemption or clearance application of any Lender or
Administrative Agent, except that the adjustments contemplated by
this Section 4.14 shall not be required with respect to the items
described in this clause (B) to the extent that such withholding
taxes give rise to offsetting tax benefits for such Lender, such
Administrative Agent or the respective Affiliates of such Lender or
such Administrative Agent), (iv) any Taxes imposed on or measured by
any Lender's assets, net income, receipts or branch profits and (v)
any Taxes arising after the Effective Date solely as a result of or
attributable to a Lender changing its Applicable Lending Office after
the date such Lender becomes a party hereto (other than at the
request of Borrower). Each Lender and the Administrative Agent will
use its commercially reasonable efforts to cause the applicable
taxing authorities to accept its respective exemption or clearance
applications. If the Borrower shall be required by Law to deduct any
Taxes from or in respect of any sum payable under this Agreement or
any other Loan Document to any Lender or the Administrative Agent,
(i) subject to the other provisions of this Section 4.14, the sum
payable shall be increased as necessary so that after making all
required deductions (including deductions applicable to additional
sums payable under this Section) such Lender or the Administrative
Agent receives an amount equal to the sum it would have received had
no such deductions been made, (ii) the Borrower shall make such
deductions, (iii) the Borrower shall pay the full amount deducted to
the relevant taxation authority or other authority in accordance with
applicable Law, and (iv) the Borrower shall furnish to the
Administrative Agent, at its

address referred to herein, the original or a certified copy of a
receipt evidencing payment thereof.

4.14.2. In addition, the Borrower agrees to pay any and all present
or future stamp or documentary taxes and any other excise or property
taxes or charges or similar levies which arise from any payment made
under this Agreement or any other Loan Document or from the execution
or delivery of, or otherwise with respect to, this Agreement or any
other Loan Document (hereinafter referred to as "Impositions").

4.14.3. If the Borrower fails to pay Taxes or Impositions when due
to the appropriate taxing authority or fails to remit to the
Administrative Agent, for the account of the respective Lender, the
required receipts or other required documentary evidence, the
Borrower shall indemnify the Lenders for any incremental Taxes or
Impositions, interest or penalties that may become payable by any
Lender as a result of any such failure. For purposes of this Section
4.14, a distribution hereunder by the Administrative Agent or any
Lender to or for the account of any Lender shall be deemed a payment
by the Borrowers.

4.14.4. Each Lender organized under the laws of a jurisdiction
outside the United States, on or prior to the date of its execution
and delivery of this Agreement in the case of each Lender listed on
the signature pages hereof and on or prior to the date on which it
becomes a Lender in the case of each other Lender, and from time to
time thereafter if requested in writing by the Borrower or the
Administrative Agent (but only so long as such Lender remains
lawfully able to do so), shall provide the Borrower and the
Administrative Agent with (i) Internal Revenue Service Form 1001 or
4224, as appropriate, or any successor form prescribed by the
Internal Revenue Service, certifying that such Lender is entitled to
an exemption from withholding Tax on payments of interest or other
income receivable pursuant to this Agreement or any of the Loan
Documents, (ii) Internal Revenue Service Form W-8 or W-9, as
appropriate, or any successor form prescribed by the Internal Revenue
Service, and (iii) any other form or certificate required by any
Governmental Authority (including any certificate required by
Sections 871(h) and 881(c) of the Internal Revenue Code), certifying
that such Lender is entitled to an exemption from withholding Tax on
payments pursuant to this Agreement or any of the other Loan
Documents.

4.14.5. For any period with respect to which a Lender has failed to
provide the Borrower and the Administrative Agent with the
appropriate form pursuant to Section 4.14.4, 4.14.9 and 4.14.10
(unless such failure is due to a change in treaty, law, or regulation
occurring subsequent to the date on which a form originally was
required to be provided), such Lender shall not be entitled to
indemnification under this Section 4.14 with respect to withholding
Taxes imposed by the United States, the United Kingdom or Germany, as
the case may be; provided, however, that should a Lender, which is
otherwise exempt from or subject to a reduced rate of withholding
Tax, become subject to Taxes because of its failure to deliver a form
required hereunder, the Borrower shall take such steps as such Lender
shall reasonably request to assist such Lender to recover such Taxes.

4.14.6. If the Borrower is required to pay additional amounts to or
for the account of any Lender or Administrative Agent pursuant to
this Section, then such Lender or the Administrative Agent will agree
to use reasonable efforts to change the jurisdiction of its
Applicable Lending Office so as to eliminate or reduce any such
additional payment which may thereafter accrue if such change, in the
judgment of such Lender or the Administrative Agent, as the case may
be, is not otherwise disadvantageous to such Lender or the
Administrative Agent, as the case may be.

4.14.7. Within thirty (30) days after the date of any payment of
Taxes, the Borrower shall furnish to the Administrative Agent the
original or a certified copy of a receipt evidencing such payment.

4.14.8. Without prejudice to the survival of any other agreement of
the Borrower hereunder, the agreements and obligations of the
Borrower contained in this Section shall survive the termination of
the Commitments and the indefeasible payment in full of the Notes.

4.14.9. Prior to the date that any Lender or participant organized
under the laws of a jurisdiction outside the United Kingdom becomes a
party hereto, such Person shall deliver to the Administrative Agent
such certificates, documents or other evidence, as required by
applicable law, duly and properly completed and executed and
currently effective, by such Person, establishing that any payments
to such Person are not subject to any withholding Tax of the United
Kingdom.

4.14.10. Prior to the date that any Lender or participant organized
under the laws of a jurisdiction outside Germany becomes a party
hereto, such Person shall deliver to the Administrative Agent such
certificates, documents or other evidence, as required by applicable
law, duly and properly completed and executed and currently
effective, by such Person, establishing that any payments to such
Person are not subject to any withholding Tax of Germany.

4.15. Usury. Notwithstanding any provisions to the contrary in Section 4 or
elsewhere in any of the Loan Documents, Borrower shall not be obligated to
pay interest at a rate which exceeds the maximum rate permitted by Law. If,
but for this Section 4.15, Borrower would be deemed obligated to pay
interest at a rate which exceeds the maximum rate permitted by Law, or if
any of the Loan Obligations is paid or becomes payable before its
originally scheduled Maturity and as a result Borrower has paid or would be
obligated to pay interest at such an excessive rate, then (i) Borrower
shall not be obligated to pay interest to the extent it exceeds the
interest that would be payable at the maximum rate permitted by Law; (ii)
if the outstanding Loan Obligations have not been accelerated as provided
in Section 16.2.2, any such excess interest that has been paid by Borrower
shall be refunded; (iii) if the outstanding Loan Obligations have been
accelerated as provided in Section 16.2.2, any such excess that has been
paid by Borrower shall be applied to the Loan Obligations as provided in
Section 16.3; and (iv) the effective rate of interest shall be deemed
automatically reduced to the maximum rate permitted by Law.

4.16. Unavailability of Offshore Currency.

4.16.1. Suspension of Obligations. Notwithstanding any other
provision of this Agreement, in the event that it becomes unlawful
for any Lender to honor its obligation to make Loans (or for Letter
of Credit Issuer to issue Letters of Credit) in any Offshore
Currency, or any Lender fails to have access to any Offshore Currency
on terms reasonably acceptable to such Lender, then such Lender shall
promptly notify the Borrower thereof (with a copy to the
Administrative Agent) and the obligation of any Lender to make Loans
denominated in such Offshore Currency, and the obligation of Letter
of Credit Issuer to issue Letters of Credit in such Offshore
Currency, shall be suspended until such time as each Lender may again
make Loans (and Letter of Credit Issuer may again issue Letters of
Credit) in such Offshore Currency. Nothing contained in this Section
shall suspend any obligations of the Lenders to make Revolving Loans
or payments denominated in Dollars.

4.16.2. Mandatory Assignment. In the event that any Lender delivers
a notice to Borrower and the Administrative Agent pursuant to Section
4.16.1, then, subject to Section 18.4 of this Agreement, and provided
that there is no Existing Default, Borrower may, at its own expense,
require such Lender to assign all or (with such Lender's and
Administrative Agent's consent) part of its rights and obligations
under this Agreement (except for rights to be indemnified for actions
taken while a party hereunder) to a replacement bank or financial
institution if the Borrower can identify a Person who is ready,
willing and able to be such replacement bank or institution with
respect thereto and such replacement bank or institution (which may
be another Lender) shall assume such assigned obligations, provided,
however, that (y) subject to Section 18.4 hereof, the Borrowers or
such replacement bank or institution, as the case may be, shall have
paid to such Lender in immediately available funds the principal of
and interest accrued to the date of such payment on the Loans made by
it hereunder and all other amounts owed to it hereunder and (z) such
assignment of the rights and obligations of such Lender does not
conflict with any law, rule or regulation or order of any court or
Governmental Authority.

4.17. Alternate Lending Installation. If at the time a Lender becomes a
party hereto or any time thereafter, such Lender has, acquires or
establishes a branch or office in Germany or the United Kingdom, such
Lender shall designate such branch or office as its office for making
Eurodollar Loans in such country if such designation would (a) reduce the
liability of the Borrowers to such Lender under Section 4.9 or 4.14, or (b)
avoid any unavailability of Eurodollar Loans under Sections 4.10, 4.11,
4.16 or provided that such Lender shall not be required to make such
designation if such designation would be unlawful or unreasonably
burdensome to such Lender, or would impose additional costs on such Lender.

5. Fees.

5.1. Commitment Fee. Borrower shall pay to Administrative Agent for the
account of Lenders a non-refundable, recurring Revolving Loan Commitment
Fee calculated by applying the daily equivalent of the Commitment Fee Rate
to the Unused Revolving Loan Commitment on each day during the period from
the Effective Date to the Revolving Loan Maturity Date. The "Unused
Revolving Loan Commitment" on any day shall be the difference between (i)
the amount

of the Aggregate Revolving Loan Commitment and (ii) the sum of (a) the
Aggregate Revolving Loan, (b) the Letter of Credit Exposure as of the close
of business on such day, and (c) the Swingline Loan. The Revolving Loan
Commitment Fee shall be payable quarterly in arrears commencing on the
first day of the first calendar quarter beginning after the Effective Date
and continuing on the first day of each calendar quarter thereafter and on
the Revolving Loan Maturity Date. The "Commitment Fee Rate" shall be an
annual rate equal to the applicable rate in the table below, wherein the
"Level" is the then applicable Level determined as provided in Section 4.3:

---------------- -------------------
Applicable Level Commitment Fee Rate
---------------- -------------------
I 0.250%
---------------- -------------------
II 0.250%
---------------- -------------------
III 0.200%
---------------- -------------------
IV 0.150%
---------------- -------------------
V 0.125%
---------------- -------------------

5.2. Letter of Credit Fee. Borrower shall pay to Administrative Agent for
the account of Lenders (or to Administrative Agent for its sole account in
the case of Swingline Letters of Credit) a non-refundable recurring Letter
of Credit Fee for each Letter of Credit issued by Letter of Credit Issuer.
The "Letter of Credit Fee" for any Letter of Credit shall be an amount
determined by applying the quarterly equivalent of the Eurodollar Increment
that is determined to be applicable as provided in Section 4.3 to the
Dollar Equivalent Amount of the aggregate undrawn amount of such Letter of
Credit as of its issuance and as of the first day of each calendar quarter
thereafter. In addition, Borrower shall pay to Administrative Agent for the
sole account of Letter of Credit Issuer for each Letter of Credit issued by
Letter of Credit Issuer an "Issuance Fee" determined by applying the
quarterly equivalent of 0.125% per annum to the Dollar Equivalent Amount of
the aggregate undrawn amount of such Letter of Credit as of its issuance
and as of the first day of each calendar quarter thereafter. The Letter of
Credit Fee and Issuance Fee for each Letter of Credit shall be payable in
advance upon its issuance and on the first day of each calendar quarter
thereafter until the earlier of its expiration or the Revolving Loan
Maturity Date. Letter of Credit Fees will be distributed by Administrative
Agent to Lenders with Revolving Loan Commitments in accordance with their
prorata shares of the Aggregate Revolving Loan Commitment.

5.3. Other Letter of Credit Fees. Borrower shall pay to Letter of Credit
Issuer such Letter of Credit Issuer's other customary fees for issuance,
amendment, or renewal of a Letter of Credit and, as Letter of Credit Issuer
and Borrower may agree with respect to each Letter of Credit, for each
negotiation of a draft drawn under such Letter of Credit.

5.4. Calculation of Fees. All of the foregoing fees and all other fees
payable to Administrative Agent or any Lender that are based on an annual
percentage shall be calculated on the basis of a year deemed to consist of
360 days and for the actual number of days elapsed.

6. Payments.

6.1. Scheduled Payments on Aggregate Revolving Loan, Canadian Term Loan
and Swingline Loan.

6.1.1. Interest. Borrower shall pay interest accrued on each Base
Rate Loan included in the Aggregate Revolving Loan, the Canadian Term
Loan and the Swingline Loan monthly in arrears beginning on the first
day of the first calendar month beginning after the Effective Date
and continuing on the first day of each calendar month thereafter,
and on the Revolving Loan Maturity Date. Borrower shall pay interest
accrued on each Eurodollar Loan at the end of its Interest Period
and, in addition, for each such Eurodollar Loan with an Interest
Period longer than three months, Borrower shall pay interest accrued
thereon quarterly on the last day of each calendar quarter ended
during such Interest Period. Borrower shall pay interest accrued on
each Revolving Loan and the Swingline Loan after the Revolving Loan
Maturity Date on demand.

6.1.2. Principal. Borrower shall repay the entire amount of the
Aggregate Revolving Loan as then outstanding on August 1, 2002.
Borrower shall repay the entire amount of the Swingline Loan on
demand, or if no demand is made, on August 1, 2002. Canadian
Borrowers shall repay the entire amount of the Canadian Term Loan on
August 4, 2002.

6.2. Prepayments.

6.2.1. Voluntary Prepayments. Borrower shall not be entitled to
prepay any Eurodollar Loan. Subject to the limitations in the
following sentences, Borrower may wholly prepay any Base Rate Loan
that is included in the Aggregate Revolving Loan or the Aggregate
Canadian Term Loan and may wholly prepay the Swingline Loan at any
time and may make a partial prepayments thereon from time to time,
without penalty or premium, but only if (i) Borrower gives
Administrative Agent written notice (which may be mailed, personally
delivered or telecopied as provided in Section 19.1) of Borrower's
intention to make such prepayment at least two Business days (one
Business Day in the case of a prepayment on a Base Rate Loan
denominated in Dollars) prior to tendering such prepayment, (ii) the
total amount of such partial prepayment is a whole multiple of
$500,000, or its Dollar Equivalent Amount if the Base Rate Loan is
denominated in an Offshore Currency, and (iii) Borrower pays any
accrued interest on the amount prepaid at the time of such prepay-
ment. All such prepayments will be applied by Lenders to reduce
the applicable Revolving Loans or the Canadian Term Loans (as
applicable) in accordance with their respective prorata shares of
the Aggregate Revolving Loan Commitment or their share of the
Aggregate Canadian Term Loan (as applicable). A Base Rate Loan may
only be prepaid in the Applicable Currency in which it is
denominated.

6.2.2. Mandatory Prepayments as a Result of Currency Value
Adjustments. Whenever a Eurodollar Loan is continued as a Eurodollar
Loan or is converted to a Base Rate Loan as provided in Section 4.4,
and whenever a draw is made on an Offshore Letter of Credit, the
Dollar Equivalent Amount of such Loan or the reimbursement

obligation of the applicable Borrower, as applicable, shall be
adjusted based on the applicable Determination Date Exchange Rate. If
such adjustment would cause the total Dollar Equivalent Amount of the
Aggregate Revolving Loan plus the total Dollar Equivalent Amount of
the Letter of Credit Exposure to exceed the Aggregate Revolving Loan
Commitment, then Domestic Borrower shall, within two Business Days
after the effective date of such continuation or conversion, repay
the portion of such continued or converted Loan to the extent
necessary to ensure that the total Dollar Equivalent Amount of the
Aggregate Revolving Loan does not exceed the Aggregate Revolving Loan
Commitment (calculated based on the new Determination Date Exchange
Rate). If such adjustment would cause the portion of the Aggregate
Revolving Loan which is denominated in an Offshore Currency plus the
portion of the Letter of Credit Exposure which is denominated in such
Offshore Currency to exceed the applicable Aggregate Offshore
Currency Revolving Loan Commitment, or either of the limit amounts
for UK Borrower or German Borrower determined under Sections 3.2.3
and 3.2.4, then the applicable Foreign Borrower shall, within two
Business Days after the effective date of such continuation or
conversion, repay the portion of Aggregate Revolving Loan denominated
in such Offshore Currency (calculated based on the new Determination
Date Exchange Rate) to the extent necessary to ensure that the
portion of the Aggregate Revolving Loan which is denominated in such
Offshore Currency plus the portion of the Letter of Credit Exposure
which is denominated in such Offshore Currency does not exceed the
applicable Aggregate Offshore Currency Revolving Loan Commitment
and that the applicable limit amount for UK Borrower or German
Borrower determined under Section 3.2.3 or 3.2.4 is not exceeded.
The Administrative Agent will maintain records sufficient to identify
at any time the outstanding principal amount, Dollar Equivalent
Amount and Determination Date Exchange Rate with respect to each
Advance and Loan.

6.3. Reimbursement Obligations of Borrower. Each Borrower hereby
unconditionally agrees to immediately pay to Letter of Credit Issuer on
demand at the Letter of Credit Issuer's Applicable Lending Office all
amounts required to pay all drafts drawn under Letters of Credit issued for
the account of such Borrower and all reasonable expenses incurred by Letter
of Credit Issuer in connection with such Letters of Credit and in any event
and without demand to remit to Letter of Credit Issuer (which may be
through obtaining Advances if permitted under Section 3.2 or 3.5)
sufficient funds to pay all debts and liabilities arising under any Letter
of Credit issued for the account of such Borrower. All such reimbursements
shall be in the Applicable Currency in which the face amount of the
applicable Letter of Credit is denominated.

6.4 Manner of Payments and Timing of Application of Payments.

6.4.1. Payment Requirement. Unless expressly provided to the
contrary elsewhere herein, Borrower shall make each payment in the
Applicable Currency on the Loan Obligations to Administrative Agent
for the account of Lenders as required under the Loan Documents at
the Applicable Lending Office on the date when due, without
deduction, set-off or counterclaim. All such payments will be
distributed by Administrative Agent to Lenders as provided in Section
17.10 for application to the Loan Obligations as provided herein.

6.4.2. Nonconforming Payments. The Administrative Agent shall deem
that any payment by or on behalf of a Borrower that is not made both
(i) in the Applicable Currency and in immediately available funds,
and (ii) at or prior to 11:00 a.m. (Central Time) on the date any
such payment is due to be a nonconforming payment. Any such payment
shall not be deemed to be received by the Administrative Agent until
the time that such funds become available funds. The Administrative
Agent shall give prompt telephonic notice (confirmed in writing) to
the Borrower and each of the Lenders if any payment is nonconforming
(but the failure to provide such notice shall not affect the obliga-
tion of Borrower to make such payment). Interest shall continue to
accrue on any principal as to which a nonconforming payment is made
until such funds become available funds (but in no event less than
the period from the date of such payment to the next succeeding
Business Day).

6.4.3. Application of Payments and Proceeds. Subject to Section
6.4.2, all payments received in the Applicable Currency by
Administrative Agent in immediately available funds at or before
11:00 a.m. (Central Time) on a Business Day will be distributed by
Administrative Agent to Lenders as provided in Section 17.10 on the
same Business Day in such Applicable Currency. Such payments received
in the appropriate Applicable Currency on a day that is not a
Business Day or after 11:00 a.m. (Central Time) on a Business Day
will be distributed by Administrative Agent to Lenders as provided in
Section 17.10 on the next Business Day in such Applicable Currency.
The amount so distributed to a Lender will be applied by such Lender
to the relevant Loan Obligation on the Business Day when received.

6.4.4. Interest Calculation. Section 6.4.3 notwithstanding, for
purposes of interest calculation only, for all Applicable Currencies
(i) a payment by check, draft or other instrument received at or
before 11:00 a.m. (Central Time) on a Business Day shall be deemed to
have been applied to the relevant Loan Obligation on the second
following Business Day, (ii) a payment by check, draft or other
instrument received on a day that is not a Business Day or after
11:00 a.m. on a Business Day shall be deemed to have been applied
to the relevant Loan Obligation on the third following Business Day,
(iii) a payment in cash or by wire transfer received at or before
11:00 a.m. (Central Time) on a Business Day shall be deemed to have
been applied to the relevant Loan Obligation on the Business Day when
it is received, and (iv) a payment in cash or by wire transfer
received on a day that is not a Business Day or after 11:00 a.m.
(Central Time) on a Business Day shall be deemed to have been applied
to the relevant Loan Obligation on the next Business Day.

6.5. Returned Instruments. If a payment is made by check, draft or other
instrument and the check, draft or other instrument is returned unpaid, any
application of the payment to the Loan Obligations will be reversed and
will be treated as never having been made.

6.6. Compelled Return of Payments or Proceeds. If a Lender is for any
reason compelled to surrender any payment in an Applicable Currency because
such payment or the application of such proceeds is for any reason
invalidated, declared fraudulent, set aside, or determined to be void or
voidable as a preference, an impermissible set-off, or a diversion of trust
funds, then this

Agreement and the Loan Obligations to which such payment or proceeds was
applied or intended to be applied shall be revived as if such application
was never made; and Borrower shall be liable to pay to such Lender, and
shall indemnify such Lender for and hold such Lender harmless from any loss
with respect to, the amount of such payment or proceeds surrendered. This
Section shall be effective notwithstanding any contrary action that such
Lender may take in reliance upon its receipt of any such payment or
proceeds. Any such contrary action so taken by such Lender shall be without
prejudice to such Lender's rights under this Agreement and shall be deemed
to have been conditioned upon the application of such payment or proceeds
having become final and indefeasible. The provisions of this Section shall
survive termination of the Commitments, the expiration of the Letters of
Credit and the payment and satisfaction of all of the Loan Obligations.

6.7. Due Dates Not on Business Days. If any payment required hereunder
becomes due on a date that is not a Business Day, then such due date shall
be deemed automatically extended to the next Business Day.

7. Procedure for Obtaining Advances and Letters of Credit.

7.1 Initial Revolving Loan Advances. Provided that all conditions thereto
hereunder are satisfied, and subject to the limitations contained herein,
Lenders will make the initial Revolving Loan Advances in the Applicable
Currencies on the Effective Date as directed by Borrower in a written
direction delivered to Administrative Agent.

7.2 Subsequent Revolving Loan Advances.

7.2.1. Borrower Requests. Borrower may request subsequent Revolving
Loan Advances and Swingline Advances at any time, but not more often
than once each Business Day, by submitting a request therefor to
Administrative Agent that meets the requirements of Section 7.10.
Domestic Borrower may request Revolving Loan Advances in any
Applicable Currency, UK Borrower may request Revolving Loan Advances
only in Pounds Sterling, and German Borrower may request Revolving
Loan Advances only in Deutsche Marks. A request for a Eurodollar
Advance must be given prior to 11:00 a.m., Central Time, at least
three Business Days prior to the Advance Date for such Eurodollar
Advance. (Administrative Agent in any instance may accept a request
for a Swingline Advance that is to be a Eurodollar Advance two
Business Days prior to the Advance Date, but the acceptance of such
a request in any instance shall not constitute a waiver of the
requirement for three Business Days notice in any other instance).
A request for a Base Rate Advance must be given prior to 11:00 a.m.,
Central Time, on the Advance Date for such Base Rate Advance. A
request for an Advance, including a Swingline Advance, must meet the
requirements of Section 7.10 or such Advance will not be made. No
Advance Date for any requested Advance may be other than a Business
Day. Every request for an Revolving Loan Advance shall be
irrevocable. A request for a Revolving Loan Advance received by
Administrative Agent on a day that is not a Business Day or that is
received by Administrative Agent after 11:00 a.m. (Central Time) on a
Business Day shall be treated as having been received by Administra-
tive Agent at 10:59 a.m. (Central Time) on the next Business Day.

7.2.2. Revolving Loan Advances to Repay the Swingline Loan.

7.2.2.1. Administrative Agent may in its absolute
discretion on any Business Day give notice to Lenders of the
amount of the Swingline Loan after application of all
payments to be applied thereto as provided elsewhere herein.
Such notice shall be given no later than 12:00 n. (Central
Time) and may include a demand that the Swingline Loan be
fully paid. If Administrative Agent demands that the
Swingline Loan be fully paid, then prior to 3:00 p.m.
(Central Time) on such date, Lenders shall remit funds to
Administrative Agent sufficient to reduce the Swingline Loan
to zero. The aggregate of such remittances shall be treated
as a Revolving Loan Advance and the Aggregate Revolving Loan
increased accordingly. Each such remittance by a Lender
shall be made in accordance with its prorata share of the
Aggregate Revolving Loan Commitment and shall be made
notwithstanding that (i) the amount of the aggregate of such
remittances by Lenders may not be in the minimum amount for
Revolving Loan Advances otherwise required hereunder, (ii)
any conditions to Advances in Section 9 may not be then
satisfied, (iii) there is an Existing Default, (iv) the
aggregate amount of such remittances by Lenders would result
in the Aggregate Revolving Loan exceeding the Maximum
Available Amount, or (v) such remittances by Lenders may be
made after the Revolving Loan Maturity Date; provided,
however, that in no event shall any Lender be required to
make any such remittance that would result in the Revolving
Loan of such Lender exceeding such Lender's Revolving Loan
Commitment.

7.2.2.2. If for any reason, including the commencement of
a proceeding in bankruptcy with respect to any Borrower,
remittances by Lenders as provided above cannot be made on
the date otherwise required above, then each Lender shall be
deemed automatically to have purchased from Administrative
Agent as of such date a prorata undivided interest and
participation in the Swingline Loan so as to cause such
Lender to share in the Swingline Loan in accordance with its
prorata share of the Aggregate Revolving Loan Commitment.
Each Lender shall remit its prorata share of the Swingline
Loan to Administrative Agent promptly on demand. All
interest payable with respect to such Lender's prorata share
of the Swingline Loan shall be for the account of
Administrative Agent to the date such remittance is made,
and shall be for the account of and remitted by
Administrative Agent to such Lender as a participant from
such date. Further, until such remittance is made, such
Lender shall pay to Administrative Agent, on demand,
interest on such Lender's prorata share of the Swingline
Loan at the Federal Funds Rate.

7.2.3. Administrative Agent's Right to Make Other Revolving Loan
Advances. With the prior approval of Required Lenders in each
instance, Administrative Agent shall have the right to make Revolving
Loan Advances in any Applicable Currency at any time and from time to
time to cause timely payment of any of the Loan Obligations.
Administrative Agent may select the Advance Date and the Applicable
Currency for any such Revolving Loan Advance, but such Advance Date
may only be a Business Day.

Administrative Agent will give notice to Borrower after any such
Revolving Loan Advance is made. Any such Revolving Loan Advance
will be a Base Rate Advance.

7.3. Letters of Credit. Domestic Borrower may request the issuance of a
Letter of Credit denominated in any Applicable Currency, UK Borrower may
request the issuance of a Letter of Credit denominated in Pounds Sterling,
and German Borrower may request the issuance of a Letter of Credit
denominated in Deutsche Marks, by submitting an issuance request to Letter
of Credit Issuer and executing the reimbursement agreement required under
Section 10.1 no less than five Business Days prior to the requested issue
date for such Letter of Credit.

7.4. Fundings of Revolving Loan Advances.

7.4.1. Funding of Dollar Denominated Advances. In the case of
requested Revolving Loan Advances denominated in Dollars that are not
Swingline Advances, Administrative Agent shall promptly notify each
Lender of the amount of the Advance to be made on the Advance Date.
Each Lender shall make immediately available to Administrative Agent
on or before the date specified for such Advance, but not later than
by 1:00 p.m. (Central Time) on the Advance Date, funds consisting
solely of Dollars in the amount of its prorata share of such Advance,
rounded to the nearest ▇▇▇▇▇, in accordance with such remittance
instructions as may be given by Administrative Agent to Lenders from
time to time.

7.4.2. Funding of Offshore Currency Denominated Advances. In the
case of requested Revolving Loan Advances denominated in an Offshore
Currency that are not Swingline Advances, Administrative Agent shall
promptly notify each Lender of the amount of the Advance to be made
on the Advance Date. Each Lender shall make immediately available to
Administrative Agent on or before the Advance Date, but not later
than 1:00 p.m. (Central Time) on the Advance Date, funds consisting
solely of such Offshore Currency in the amount of its prorata share
of such Advance, rounded to the nearest smallest unit of such
currency, in accordance with such remittance instructions as may be
given by Administrative Agent to Lenders from time to time.

7.4.3. Draws on Letters of Credit. In the event that a draw is made
on a Revolver Letter of Credit and Borrower does not reimburse the
amount of such draw in full to Letter of Credit Issuer on demand,
Administrative Agent may notify each Lender thereof and shall have
the right to cause a Revolving Loan Advance to be made, regardless
whether such Revolving Loan Advance would result in the Aggregate
Revolving Loan exceeding the Maximum Available Amount, by notifying
each Lender of the draw, the amount of the Revolving Loan Advance
required to fund reimbursement of such draw, and the amount of such
Lender's ratable share of such Revolving Loan Advance. Unless
otherwise agreed by Lenders, the Advance Date and time for such
Revolving Loan Advance shall not be later than 1:00 p.m. (Central
Time) on the first Business Day following Administrative Agent's
delivery of such notice to Lenders. By no later than such Advance
Date and time, each Lender shall make immediately available to
Administrative Agent funds consisting solely of the Applicable
Currency in which the relevant Revolver Letter of Credit is
denominated in the amount of its prorata share of

such Revolving Loan Advance, rounded to the nearest smallest unit of
such currency, in accordance with such remittance instructions
as may be given by Administrative Agent to each Lender from time to
time. Each Revolving Loan Advance made by Administrative Agent
pursuant to this Section 7.4.3 shall be deemed to be a Base Rate
Advance.

7.4.4. All Fundings Ratable. All fundings of Advances shall be made
by Lenders in the Applicable Currency requested by Borrower or as
otherwise directed by Administrative Agent as provided herein in
accordance with their prorata shares of the Aggregate Revolving Loan
Commitment. Except as otherwise expressly provided herein, a Lender
shall not be obligated to fund Revolving Loan Advances that would
result in its Revolving Loan exceeding its Revolving Loan Commitment,
or make available any more than its prorata share of any Advance.

7.5. Administrative Agent's Availability Assumption. Unless Administrative
Agent has been given written notice by a Lender prior to an Advance Date
that such Lender does not intend to make immediately available to
Administrative Agent such Lender's prorata share of the Advance which
Administrative Agent will be obligated to make on the Advance Date,
Administrative Agent may assume that such Lender has made the required
amount available to Administrative Agent on the Advance Date and
Administrative Agent may, in reliance upon such assumption, make available
to Borrower a corresponding amount. If such corresponding amount is not in
fact made immediately available to Administrative Agent by such Lender on
the Advance Date, Administrative Agent shall be entitled to recover such
corresponding amount on demand from such Lender. If such Lender does not
pay such corresponding amount immediately upon Administrative Agent's
demand therefor, then Administrative Agent shall promptly notify Borrower
and the other Lenders and Borrower shall immediately pay such corresponding
amount to Administrative Agent. Administrative Agent shall also be entitled
to recover, either from such defaulting Lender or Borrower, interest on
such corresponding amount for each day from the date such corresponding
amount was made available by Administrative Agent to Borrower to the date
such corresponding amount is recovered by Administrative Agent, at a rate
per annum equal to (i) if paid by such Lender, the cost to Administrative
Agent of funding such amount at the Federal Funds Rate, or (ii) if paid by
Borrower, the applicable rate for the Advance in question determined from
the request therefor. Each Lender shall be obligated only to fund its
prorata share of an Advance subject to the terms and conditions hereof,
regardless of the failure of another Lender to fund its prorata share
thereof.

7.6. Disbursement. Provided that all conditions precedent herein to a
requested Advance or, if applicable, a Swingline Advance, have been
satisfied, Administrative Agent will make the amount of such requested
Advance available to Borrower on the applicable Advance Date in immediately
available funds of the Applicable Currency at the applicable Funding
Office.

7.7. Restrictions on Advances. No more than one Revolving Loan Advance and
no more than one Swingline Advance will be made on any one day pursuant to
a request for a Revolving Loan Advance. Advances will only be made for the
purposes permitted in Section 13.1.

7.8. Restriction on Number of Eurodollar Loans. No more than thirteen
Eurodollar Loans with different Interest Periods may be outstanding at any
one time.

7.9. Each Advance Request and Letter of Credit Request a Certification.
Each submittal of a request for an Advance and each submittal of a request
for the issuance of a Letter of Credit by a Borrowing Officer shall
constitute a certification by Borrower that (i) there is no Existing
Default, (ii) all conditions precedent hereunder to the making of the
requested Advance or issuance of the requested Letter of Credit have been
satisfied, and (iii) the Representations and Warranties are then true and
will be true on the Advance Date or issuance date, as applicable, as if
then made, except as disclosed to Administrative Agent and the Lenders.

7.10. Requirements for Every Advance Request. Only a written request or
oral request (which shall be promptly confirmed in writing) from a
Borrowing Officer to Administrative Agent that specifies the amount and the
Applicable Currency of the requested Advance, the Advance Date for the
requested Advance, the portion of the Advance which is requested to be a
Eurodollar Advance and the portion of the Advance which is requested to be
a Base Rate Advance, and the Interest Period to be applicable to the
Eurodollar Loan that will result from a requested Eurodollar Advance, will
be treated by Administrative Agent as a request for an Advance.

7.11. Requirements for Every Letter of Credit Request. Only a written
request (which may be mailed, personally delivered or telecopied as
provided in Section 19.1) from a Borrowing Officer to Letter of Credit
Issuer that specifies the request face amount of the Letter of Credit,
whether the Letter of Credit is to be a Revolver Letter of Credit or a
Swingline Letter of Credit, and the Applicable Currency, the requested
issue date (which shall be a Business Day and in no event later than five
Business Days before the Revolving Loan Maturity Date), the account party,
and the beneficiary of the requested Letter of Credit, and other
information necessary for its issuance, shall be treated as a request for
issuance of a Letter of Credit.

7.12. Exoneration of Administrative Agent and Lenders. Neither
Administrative Agent nor any Lender shall incur any liability to any
Borrower for treating a request that meets the express requirements of
Section 7.10 or Section 7.11 as a request for an Advance or issuance of a
Letter of Credit, as applicable, if Administrative Agent or Letter of
Credit Issuer believes in good faith that the Person making the request is
a Borrowing Officer. Neither Administrative Agent nor any Lender shall
incur any liability to any Borrower for failing to treat any such request
as a request for an Advance or issuance of a Letter of Credit, as
applicable, if Administrative Agent or Letter of Credit Issuer believes in
good faith that the Person making the request is not a Borrowing Officer.

8. Security and Guaranties. Domestic Borrower shall execute and deliver to
Administrative Agent, or cause to be executed and delivered to Administrative
Agent, the following documents, each satisfactory to Lenders:

8.1. Domestic Borrower Stock Pledges. As security for the payment and
performance of all of the Loan Obligations, a Pledge Agreement from
Domestic Borrower granting to Administrative Agent for the benefit of
Lenders a first priority Security Interest in all of the outstanding
capital

stock held by it in each of its Significant Subsidiaries domiciled in the
United States and in 65% of the outstanding capital stock of DT Canada,
Inc.; a Pledge Agreement from DT Canada, Inc., granting to Administrative
Agent for the benefit of Lenders a first priority Security Interest in 65%
of the outstanding capital stock of ▇▇▇▇▇▇ Canada, Inc.; a Pledge Agreement
from Domestic Borrower granting to Administrative Agent for the benefit of
Lenders a first priority Security Interest in 100% of the outstanding
capital stock of UK Borrower; and a Share Pledge Agreement from Domestic
Borrower granting to Administrative Agent for the benefit of Lenders a
first priority Security Interest in 100% of the outstanding capital stock
of German Borrower to secure the payment and performance of the Loan
Obligations of German Borrower, and a Security Interest in 65% of the
outstanding capital stock of German Borrower to secure the payment and
performance of all the Loan Obligations.

8.2. UK Borrower and Subsidiaries Stock Pledges. As security for the
payment and performance of the Loan Obligations of UK Borrower, a Pledge
Agreement from UK Borrower granting to Administrative Agent for the benefit
of Lenders a first priority Security Interest in 65% of the outstanding
capital stock held by it in its Significant Subsidiaries, and a Pledge from
DT Industries (UK), Limited granting to Administrative Agent for the
benefit of Lenders a first priority Security Interest in 65% of the
outstanding capital stock held by it in Swiftpack Automation Limited.

8.3. Guaranties.

8.3.1. Domestic Borrower Obligations. The unconditional guaranty by
every Significant Subsidiary domiciled in the United States of the
Loan Obligations of Domestic Borrower.

8.3.2. Foreign Borrower Obligations. The unconditional guaranty by
Domestic Borrower and every Significant Subsidiary of Domestic
Borrower domiciled in the United States of the Loan Obligations of
Foreign Borrowers.

8.3.3. Borrower Obligations. The unconditional guaranty by UK
Borrower of the Loan Obligations.

8.3.4. Canadian Term Loan. The unconditional guaranty by Domestic
Borrower, UK Borrower and every Significant Subsidiary of Domestic
Borrower domiciled in the United States of all of the Indebtedness
and obligations of the Canadian Borrowers with respect to the
Aggregate Canadian Term Loan and the payment and performance of all
other Obligations hereunder of Canadian Borrowers to Administrative
Agent.

Promptly after the Effective Date, Administrative Agent will release the
existing Security Interest of Administrative Agent for the benefit of
Lenders in all of the original Collateral (as defined in the Original Loan
Agreement) other than the capital stock described in this Section 8, and
Lenders, by becoming parties hereto, irrevocably consent to such release.

9. Conditions of Lending.

9.1. Conditions to Initial Advance. Lenders will have no obligation to
fund the initial Revolving Loan Advance or any subsequent Revolving Loan
Advance unless:

9.1.1. Listed Documents and Other Items. Administrative Agent shall
have received on or before the Effective Date all of the documents
and other items listed or described in Exhibit 9.1.1 hereto as being
conditions to the initial Advances, with each being reasonably
satisfactory to Lenders and (as applicable) duly executed and (also
as applicable) sealed, attested, acknowledged, certified, or
authenticated.

9.1.2. Default. There shall be no Existing Default and no Default
or Event of Default will occur as a result of such Advance being
requested or made or the application of the proceeds thereof.

9.1.3. Perfection of Security Interests. Every Security Interest
required to be granted hereunder to Administrative Agent under
Section 8 shall have been perfected and shall be, except as
otherwise satisfactory to Lenders, a first priority Security
Interest.

9.1.4. Representations and Warranties. The Representations and
Warranties shall be true and correct.

9.1.5. Material Adverse Change. Since the date of the Initial
Financial Statements delivered to Administrative Agent, there shall
not have been any change which has or is reasonably likely to have a
Material Adverse Effect.

9.1.6. Pending Material Proceedings. There shall be no pending
Material Proceedings.

9.1.7. Payment of Fees. Domestic Borrower shall have paid and
reimbursed to Lenders all fees, costs and expenses that are payable
or reimbursable to Lenders hereunder on or before the Effective Date.

9.1.8. Other Items. Administrative Agent shall have received such
other consents, approvals, opinions, certificates, documents or
information as it reasonably deems necessary.

9.2. Conditions to Subsequent Advances. Lenders will have no obligation
to fund any Revolving Loan Advance after the initial Revolving Loan Advance
unless:

9.2.1. General Conditions. All of the conditions to the initial
Revolving Loan Advance in Section 9.1 (except the condition in
Sections 9.1.4 and 9.1.5) shall have been and shall remain satisfied.

9.2.2. Representations and Warranties. The Representations and
Warranties are then true and correct, with such exceptions as have
been disclosed to Administrative Agent in writing by Borrower and are
acceptable to Required Lenders.

9.2.3. Default. There shall be no Existing Default and no Default
or Event of Default will occur as a result of such Advance being
requested or made or the application of the proceeds thereof.

10. Conditions to Issuance of Letters of Credit. As conditions precedent to
the issuance of any Letter of Credit:

10.1. Reimbursement Agreement. Borrower shall have executed and delivered
to Letter of Credit Issuer a reimbursement agreement satisfactory to Letter
of Credit Issuer and Administrative Agent under which Borrower further
evidences its obligation to reimburse to Letter of Credit Issuer on demand
and in the Applicable Currency each draw on such Letter of Credit as
provided in Section 6.3, together with interest from the date of the draw
at the rate provided in Section 4.1 and (without duplication) all
reasonable expenses incurred by Letter of Credit Issuer in connection with
such Letter of Credit.

10.2. No Prohibitions. No order, judgment or decree of any Governmental
Authority shall exist which purports by its terms to enjoin or restrain
Letter of Credit Issuer or any other Lender from issuing such Letter of
Credit, and no Law or request or directive (whether or not having the force
of law) from any Governmental Authority with jurisdiction over Letter of
Credit Issuer or any other Lender shall exist which prohibits, or requests
that Letter of Credit Issuer or any other Lender refrain from, the issuance
of letters of credit generally or such Letter of Credit in particular, or
imposes upon Letter of Credit Issuer or any other Lender with respect to
such Letter of Credit any restriction or reserve or capital requirement
(for which Letter of Credit Issuer or any other Lender is not otherwise
compensable by Borrower hereunder).

10.3. Representations and Warranties. The Representations and Warranties
are then true and correct, with such exceptions as have been disclosed to
Administrative Agent in writing by Borrower and are acceptable to Required
Lenders.

10.4. No Default. There shall be no Existing Default and no Default or
Event of Default is reasonably likely to occur as a result of such Letter
of Credit being issued or a draw thereon being made or paid.

10.5. Other Conditions. All of the conditions to the initial Advances in
Section 9.1 (except the conditions in Section 9.1.4) shall have been and
shall remain satisfied.

11. Representations and Warranties. Except as otherwise described in the
Disclosure Schedule attached hereto as Exhibit 11, Borrower represents and
warrants to Lenders as follows:

11.1. Organization and Existence. Each Covered Person is duly organized and
existing in good standing under the Laws of the state of its organization,
is duly qualified to do business and is in good standing in every state
where the nature or extent of its business or properties require it to be
qualified to do business, except where the failure to so qualify will not
have a Material Adverse Effect. Each Covered Person has the power and
authority to own its properties and carry on its business as now being
conducted.

11.2. Authorization. Each Covered Person is duly authorized to execute and
perform every Loan Document to which such Covered Person is a party, and
Borrower is duly authorized to borrow hereunder, and this Agreement and the
other Loan Documents have been duly authorized by all requisite corporate
action of each Covered Person. No consent, approval or authorization of, or
declaration or filing with, any Governmental Authority, and no consent of
any other Person, is required in connection with Borrower's execution,
delivery or performance of this Agreement or any Covered Person's
execution, delivery and performance of any of the other Loan Documents to
which it is a party, except for those already duly obtained or to the
extent failure to obtain such does not have and is not reasonably likely to
have a Material Adverse Effect.

11.3. Due Execution. Every Loan Document to which a Covered Person is a
party has been executed on behalf of such Covered Person by a Person duly
authorized to do so.

11.4. Enforceability of Obligations. Each of the Loan Documents to which a
Covered Person is a party constitutes the legal, valid and binding
obligation of such Covered Person, enforceable against such Covered Person
in accordance with its terms, except to the extent that the enforceability
thereof against such Covered Person may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar Laws affecting creditors'
rights generally or by equitable principles of general application.

11.5. Burdensome Obligations. No Covered Person is a party to or bound by
any Contract or is subject to any provision in the Charter Documents of
such Covered Person which would, if performed by such Covered Person,
result in a Default or Event of Default either immediately or upon the
elapsing of time.

11.6. Legal Restraints. The execution and performance of any Loan Document
by a Covered Person will not violate or constitute a default under the
Charter Documents of such Covered Person, any Material Agreement of such
Covered Person, or any Material Law, and will not, except as expressly
contemplated or permitted in this Agreement, result in any Security
Interest being imposed on any of such Covered Person's property.

11.7. Labor Contracts and Disputes. There is no collective bargaining
agreement or other labor contract covering employees of a Covered Person.
To Borrower's knowledge, no union or other labor organization is seeking to
organize, or to be recognized as, a collective bargaining unit of employees
of a Covered Person. There is no pending or, to Borrower's knowledge,
threatened, strike, work stoppage, material unfair labor practice claim or
other material labor dispute against or affecting any Covered Person or its
employees.

11.8. No Material Proceedings. There are no Material Proceedings pending
or, to the best knowledge of Borrower, threatened.

11.9. Material Licenses. All Material Licenses have been obtained or exist
for each Covered Person.

11.10. Compliance with Material Laws. Each Covered Person is in compliance
with all Material Laws. Without limiting the generality of the foregoing:

11.10.1. General Compliance with Environmental Laws. The operations
of every Covered Person comply with all applicable Environmental
Laws except for such non-compliance as has not or is not reasonably
likely to have Material Adverse Effect.

11.10.2. Proceedings. None of the operations of any Covered Person
are the subject of any judicial or administrative complaint, order
or proceeding alleging the violation of any applicable
Environmental Laws.

11.10.3. Investigations Regarding Hazardous Materials. To Borrower's
knowledge, none of the operations of any Covered Person are the
subject of investigation by any Governmental Authority regarding the
improper transportation, storage, disposal, generation or release
into the environment of any Hazardous Material, the results of which
have or are reasonably likely to have a Material Adverse Effect.

11.10.4. Notices and Reports Regarding Hazardous Materials. No
notice or report under any Environmental Law indicating a past or
present spill or release into the environment, or investigation by
any Governmental Authority regarding the improper transportation,
storage, disposal, generation, spill or release into the
environment, of any Hazardous Material (the results of which have
had or are reasonably likely to have a Material Adverse Effect) has
been received or filed by Borrower within the four years ending on
the Effective Date, or to Borrower's knowledge is required to be
filed, by any Covered Person.

11.10.5. Hazardous Materials on Real Property. No Covered Person,
nor to Borrower's knowledge, any other Person, has at any time
transported, stored, disposed of, generated or released any
Hazardous Material on the surface, below the surface, or within the
boundaries of any real property owned or operated by such Covered
Person or any improvements thereon in any case in violation of
applicable Environmental Laws. Borrower has no knowledge of any
Hazardous Material on the surface, below the surface, or within the
boundaries of any real property owned or operated by any Covered
Person or any improvements thereon in violation of applicable
Environmental Laws. No property of any Covered Person is subject
to a Security Interest in favor of any Governmental Authority for
any liability under any Environmental Law or damages arising from or
costs incurred by such Governmental Authority in response to a spill
or release of Hazardous Material into the environment.

11.11. Financial Statements. The Financial Statements are complete and
correct in all material respects, have been prepared in accordance with
GAAP, and fairly reflect the financial condition, results of operations and
cash flows of the Persons covered thereby as of the dates and for the
periods stated therein.

11.12. No Change in Condition. Since the date of the Financial Statements
delivered to Administrative Agent as required herein, there has been no
change which has or is reasonably likely to have a Material Adverse Effect.

11.13. No Defaults. No Covered Person has breached or violated or has
defaulted under any Material Agreement, or has defaulted with respect to
any Material Obligation of such Covered Person which has, or if not
remedied within any applicable grace period is likely to have a Material
Adverse Effect. There is no Existing Default.

11.14. Investments. No Covered Person has any Investments in other Persons
except Permitted Investments.

11.15. Indebtedness. No Covered Person has any Indebtedness except
Permitted Indebtedness.

11.16. Indirect Obligations. No Covered Person has any Indirect Obligations
except Permitted Indirect Obligations.

11.17. Tax Liabilities; Governmental Charges. Each Covered Person has filed
or caused to be filed all tax reports and returns required to be filed by
it with any Governmental Authority, except where extensions have been
properly obtained. Each Covered Person has paid or made adequate provision
for payment of all Taxes of such Covered Person, except Taxes which are
being diligently contested in good faith by appropriate proceedings and as
to which such Covered Person or Domestic Borrower has established adequate
reserves in conformity with GAAP. No Security Interest for any such Taxes
has been filed and no claims are being asserted with respect to any such
Taxes which, if adversely determined, has or is reasonably likely to have a
Material Adverse Effect. The United States federal income tax returns of
Domestic Borrower and its Subsidiaries have been audited by the Internal
Revenue Service and passed upon without exception for all fiscal years
ended on or prior to June 30, 1993, or the period during which any
assessments may be made by the IRS with respect to such returns has expired
without waiver or extension. There are no material unresolved issues
concerning any liability of a Covered Person for any Taxes which, if
adversely determined, has or is reasonably likely to have a Material
Adverse Effect.

11.18. Pension Benefit Plans. To Borrower's knowledge, all Pension Benefit
Plans maintained by each Covered Person or an ERISA Affiliate of such
Covered Person qualify under Section 401 of the Code and are in compliance
with the provisions of ERISA in all material respects. Except with respect
to events or occurrences which do not have and are not reasonably likely to
have a Material Adverse Effect:

11.18.1. Prohibited Transactions. None of such Pension Benefit Plans
has participated in, engaged in or been a party to any non-exempt
PROHIBITED TRANSACTION as defined in ERISA or the Code, and no
officer, director or employee of such Covered Person or of an ERISA
Affiliate of such Covered Person has committed a breach of any of
the responsibilities or obligations imposed upon fiduciaries by
Title I of ERISA.

11.18.2. Claims. There are no claims, pending or threatened,
involving any such Pension Benefit Plan by a current or former
employee (or beneficiary thereof) of such Covered Person or ERISA
Affiliate of such Covered Person, nor is there any reasonable basis
to anticipate any claims involving any such Pension Benefit Plan
which would likely be successfully maintained against such Covered
Person or such ERISA Affiliate except, in such case, claims for
benefits in the ordinary course in accordance with such Pension
Benefit Plan.

11.18.3. Reporting and Disclosure Requirements. There are no
violations of any reporting or disclosure requirements with respect
to any such Pension Benefit Plan and none of such Pension Benefit
Plans has violated any applicable Law, including ERISA and the Code.

11.18.4. Accumulated Funding Deficiency. No such Pension Benefit
Plan has (i) incurred an accumulated funding deficiency (within the
meaning of Section 412(a) of the Code), whether or not waived; (ii)
been a Pension Benefit Plan with respect to which a Reportable Event
(to the extent that the reporting of such events to the PBGC within
thirty days of the occurrence has not been waived) has occurred and
is continuing; or (iii) been a Pension Benefit Plan with respect to
which there exist conditions or events which have occurred that
present a significant risk of termination of such Pension Benefit
Plan by the PBGC.

11.18.5. Multi-employer Plan. All Multi-employer Plans to which
any Covered Person contributes or is obligated to contribute are
listed in section 11.18.5 of the Disclosure Schedule. No Covered
Person or ERISA Affiliate of such Covered Person has received notice
that any such Multi-employer Plan is in reorganization or has been
terminated within the meaning of Title IV of ERISA, and no such
Multi-employer Plan is reasonably expected to be in reorganization
or to be terminated within the meaning of Title IV of ERISA.

11.19. Welfare Benefit Plans. No Covered Person or ERISA Affiliate of any
Covered Person maintains a Welfare Benefit Plan that has a liability which,
if enforced or collected, has or is reasonably likely to have a Material
Adverse Effect. Each Covered Person and each ERISA Affiliate of any Covered
Person has complied in all material respects with the applicable
requirements of Section 4980B of the Code pertaining to continuation
coverage as mandated by COBRA.

11.20. Retiree Benefits. No Covered Person or ERISA Affiliate of such
Covered Person has an obligation to provide any Person with any medical,
life insurance, or similar benefit following such Person's retirement or
termination of employment (or to such Person's beneficiary subsequent to
such Person's death) other than (i) such benefits provided to Persons at
such Person's sole expense, (ii) obligations under COBRA, (iii) as
disclosed in the Financial Statements, and (iv) such obligations as have
not or are not reasonably likely to have a Material Adverse Effect.

11.21. State of Property. Each Covered Person has good and marketable or
merchantable title to all real and personal property purported to be owned
by it or reflected in the Financial Statements, except for personal
property sold in the ordinary course of business after the date of such
Financial Statements. There are no Security Interests on any of the
property purported to be owned by any Covered Person, except Permitted
Security Interests.

11.22. Negative Pledges. No Covered Person is a party to or bound by any
Contract which prohibits the creation or existence of any Security Interest
upon or assignment or conveyance of any of the Collateral.

11.23. Margin Stock. No Covered Person is engaged or will engage,
principally or as one of its important activities, in the business of
extending credit for the purpose of PURCHASING or CARRYING MARGIN STOCK
(within the meaning of Regulation U of the Federal Reserve Board), and no
part of the proceeds of any Advance will be used to purchase or carry any
such margin stock or to extend credit to others for the purpose of
purchasing or carrying any such margin stock or for any purpose which
violates, or which would be inconsistent with, the provisions of
Regulations G, T, U or X of the Federal Reserve Board.

11.24. Securities Matters. No proceeds of any Advance will be used to
acquire from any Person any security in a transaction that is hostile from
the point of view of such Person and which is subject to Sections 13 and 14
of the Securities Exchange Act of 1934.

11.25. Investment Company Act, Etc. No Covered Person is an INVESTMENT
COMPANY registered or required to be registered under the Investment
Company Act of 1940, or a company CONTROLLED (within the meaning of such
Investment Company Act) by such an INVESTMENT COMPANY or an AFFILIATED
PERSON of, or promoter or PRINCIPAL UNDERWRITER for, an INVESTMENT COMPANY,
as such terms are defined in the Investment Company Act of 1940. No Covered
Person is subject to regulation under the Public Utility Holding Company
Act of 1935, the Federal Power Act, the Interstate Commerce Act or any
other Law limiting or regulating its ability to incur Indebtedness for
money borrowed.

11.26. No Material Misstatements or Omissions. Neither the Loan Documents,
any of the Financial Statements nor any statement, list, certificate or
other document executed and delivered by or on behalf of Borrower or any
other Covered Person to Administrative Agent or any Lender in connection
with the Loan Documents or any of the transactions contemplated thereby as
of the date thereof contains any untrue statement of a material fact, or
omits to state a material fact necessary to make the statements therein not
misleading as of such date.

11.27. Filings. All registration statements, reports, proxy statements and
other documents, if any, required to be filed by Borrower with the
Securities and Exchange Commission pursuant to the Securities Act of 1933,
and the Securities Exchange Act of 1934, have been filed, and as of date
thereof such filings are complete and accurate and contain no untrue
statements of material fact or omit to state any material facts required to
be stated therein or necessary in order to make the statements therein not
misleading as of the dates of such filings.

12. Modification and Survival of Representations. Borrower may at any time
after the initial Revolving Advance is made propose to Lenders in writing to
modify the representations and warranties in Section 11, and any other
representation or warranty made in any certificate, report, opinion or other
document delivered by Borrower pursuant to the Loan Documents. If the proposed
modifications are satisfactory to all of the Lenders as evidenced by their
written assent thereto, then such representations and warranties shall be deemed
and treated as so modified, but only as of the date of Borrower's written
modification proposal. If such proposed modifications are not satisfactory to
all of the Lenders, then such proposed modifications shall not be deemed or
treated as modifying such representations and warranties. All such
representations and warranties, as made or deemed made as of a particular time,
shall survive execution of each of the Loan Documents and the making of every
Advance, and may be relied upon by Administrative Agent and Lenders as being
true and correct as of the date when made or deemed made until all of the Loan
Obligations are fully and indefeasibly paid, no Letters of Credit are
outstanding and the Letter of Credit Exposure is irreversibly zero.

13. Affirmative Covenants. Borrower covenants and agrees that, while any of the
Commitments remains in effect and until all of the Loan Obligations are fully
and indefeasibly paid, no Letters of Credit are outstanding and the Letter of
Credit Exposure is irreversibly zero, Borrower shall do, or cause to be done,
the following:

13.1. Use of Proceeds. Subject to the terms and conditions hereof, the
proceeds of the Revolving Loan Advances and Swingline Advances shall be
used only to refinance existing Indebtedness, for working capital and
capital expenditures, as the source for payment of Borrower's reimbursement
obligations with respect to Letters of Credit, to pay all or any part of
the consideration payable by Borrower for any Permitted Acquisition, and
for general corporate purposes.

13.2. Corporate Existence. Each Covered Person shall maintain its
existence in good standing and shall maintain in good standing its right to
transact business in those states in which it is now or hereafter doing
business, except where the failure to so qualify will not have and will not
be reasonably likely to have a Material Adverse Effect. Each Covered Person
shall obtain and maintain all Material Licenses for such Covered Person.

13.3. Maintenance of Property and Leases. Each Covered Person shall
maintain in good condition and working order, and repair and replace as
required, all buildings, equipment, machinery, fixtures and other real and
personal property whose useful economic life has not elapsed and which is
necessary for the ordinary conduct of the business of such Covered Person.
Each Covered Person shall maintain in good standing and free of defaults
all of its leases of buildings, equipment, machinery, fixtures and other
real and personal property whose useful economic life has not elapsed and
which is necessary for the ordinary conduct of the business of such Covered
Person.

13.4. Insurance. Each Covered Person shall at all times keep insured or
cause to be kept insured, in insurance companies having a rating of at
least "A" by Best's Rating Service, all property owned by it of a character
usually insured by others carrying on businesses similar to that of such
Covered Person in such manner and to such extent and covering such risks as
such properties are usually insured. Each Covered Person shall at all times
carry insurance, in

insurance companies having a rating of at least "A" by Best's Rating
Service, against liability on account of damage to persons or property
(including product liability insurance and insurance required under all
applicable workers' compensation laws) and covering all other liabilities
common to such Covered Person's business, in such manner and to such extent
as such coverage is usually carried by others conducting businesses similar
to that of such Covered Person. All policies of insurance maintained
hereunder shall contain a clause providing that such policies may not be
canceled, reduced in coverage or otherwise modified without 30 days prior
written notice to Administrative Agent. Borrower shall upon request of
Administrative Agent at any time furnish to Administrative Agent updated
evidence of insurance (in the form required as a condition to
Administrative Agent's lending hereunder) for such insurance.

13.5. Payment of Taxes and Other Obligations. Each Covered Person shall
promptly pay and discharge or cause to be paid and discharged, as and when
due, any and all income taxes, federal or otherwise, lawfully assessed and
imposed upon it, and any and all lawful taxes, rates, levies, and
assessments whatsoever upon its properties and every part thereof, or upon
the income or profits therefrom and all claims of materialmen, mechanics,
carriers, warehousemen, landlords and other like Persons for labor,
materials, supplies, storage or other items or services which if unpaid
might be or become a Security Interest or charge upon any of its property;
provided, however, that a Covered Person may diligently contest in good
faith by appropriate proceedings the validity of any such taxes, rates,
levies, or assessments, provided such Covered Person or Domestic Borrower
has established adequate reserves therefor in conformity with GAAP on its
books, and no Security Interest, other than a Permitted Security Interest,
results from such non-payment.

13.6. Compliance With Laws. Each Covered Person shall comply with all
Material Laws. Without limiting the generality of the foregoing:

13.6.1. Environmental Laws. Each Covered Person shall comply and
shall use commercially reasonable efforts to ensure compliance by
all tenants, subtenants and other occupants, if any, with all
Environmental Laws, the non-compliance with which has or is
reasonably likely to have a Material Adverse Effect.

13.6.2. Pension Benefit Plans. Each Covered Person and each ERISA
Affiliate of such Covered Person shall at all times make prompt
payments or contributions to meet the minimum funding standards
under ERISA and the Code with respect to any Pension Benefit Plan
maintained by such Covered Person or such ERISA Affiliate, and shall
comply in all material respects with all reporting and disclosure
requirements and all provisions of the Code and ERISA applicable
to any Pension Benefit Plan maintained by such Covered Person or
such ERISA Affiliate.

13.7. Discovery and Clean-Up of Hazardous Material. Upon any Covered
Person receiving notice of any violation of Environmental Laws or any
similar notice described in Section 13.9.4, or upon any Covered Person
otherwise discovering Hazardous Material on any property owned or leased by
such Covered Person which is in violation of, or which would result in
liability under, any Environmental Law, Borrower shall: (i) promptly take
such acts as may be necessary to prevent danger or harm to the property or
any person therein as a result of such Hazardous

Material; (ii) at the request of Administrative Agent, and at Borrower's
sole cost and expense, obtain and deliver to Administrative Agent promptly,
but in no event later than 90 days after such request, a then currently
dated environmental assessment of the property certified to Administrative
Agent and any future holder of the Loan Obligations, a proposed plan for
responding to any environmental problems described in such assessment, and
an estimate of the costs thereof; and (iii) take all necessary steps to
initiate and expeditiously complete all removal, remedial, response,
corrective and other action to eliminate any such environmental problems,
and keep Administrative Agent informed of such actions and the results
thereof.

13.8. Termination of Pension Benefit Plan. No Covered Person or ERISA
Affiliate of such Covered Person shall terminate or amend any Pension
Benefit Plan maintained by such Covered Person or such ERISA Affiliate if
such termination or amendment would result in any liability to such Covered
Person or such ERISA Affiliate under ERISA or any increase in current
liability for the plan year for which such Covered Person or such ERISA
Affiliate is required to provide security to such Pension Benefit Plan
under the Code which, in either case, has or is reasonably likely to have a
Material Adverse Effect.

13.9. Notice to Administrative Agent of Material Events. Borrower shall,
promptly upon any Responsible Officer of Borrower obtaining knowledge or
notice thereof, give notice to Administrative Agent of (i) any breach of
any of the covenants in Section 13, 14, or 15; (ii) any Default or Event of
Default; (iii) the commencement of any Material Proceeding; and (iv) any
loss of or damage to any assets of a Covered Person or the commencement of
any proceeding for the condemnation or other taking of any of the assets of
a Covered Person if such loss, damage or proceeding has or is reasonably
likely to have a Material Adverse Effect. In addition,

13.9.1. Domestic Borrower shall furnish to Administrative Agent
from time to time all information which Administrative Agent
reasonably requests with respect to the status of any Material
Proceeding.

13.9.2. Domestic Borrower shall furnish to Administrative Agent
from time to time all information which Administrative Agent
reasonably requests with respect to any Pension Benefit Plan
established by a Covered Person or an ERISA Affiliate of any Covered
Person.

13.9.3. Domestic Borrower shall deliver notice to Administrative
Agent of the establishment of any Pension Benefit Plan by a Covered
Person or an ERISA Affiliate of such Covered Person.

13.9.4. Domestic Borrower shall promptly inform Administrative
Agent of its receipt of, and deliver to Administrative Agent a copy
of, any (i) notice that any violation of any Environmental Law may
have been committed or is about to be committed by any Covered
Person, (ii) notice that any administrative or judicial complaint or
order has been filed or is about to be filed against any Covered
Person alleging violations of any Environmental Law or Employment
Law or requiring such Covered Person to take any action in
connection with the release of any Hazardous Material into the
environment, (iii) notice from a Governmental Authority or private
party alleging that a Covered

Person may be liable or responsible for costs associated with a
response to or cleanup of a release of Hazardous Material into the
environment or any damages caused thereby, (iv) notice that a
Covered Person is subject to federal, state or local investigation
regarding the improper transportation, storage, disposal, generation
or release into the environment of any Hazardous Material, or (v)
notice that any properties or assets of a Covered Person are subject
to a Security Interest in favor of any Governmental Authority for
any liability under any Environmental Law or damages arising from or
costs incurred by such Governmental Authority in response to a
release of Hazardous Material into the environment.

13.9.5. Domestic Borrower shall deliver to Administrative Agent
notice of the following events promptly after they occur: (i) the
failure of any Covered Person or ERISA Affiliate of such Covered
Person to make any required installment or any other required
payment to any Pension Benefit Plan in sufficient amount to comply
with ERISA and the Code on or before the due date for such install-
ment or payment; (ii) the occurrence of any Reportable Event, or a
PROHIBITED TRANSACTION or ACCUMULATED FUNDING DEFICIENCY (as those
terms are defined in ERISA), with respect to any Pension Benefit
Plan maintained or contributed to by a Covered Person or an ERISA
Affiliate of such Covered Person; (iii) receipt by a Covered Person
or ERISA Affiliate of such Covered Person of any notice from a
Multi-employer Plan regarding the imposition of withdrawal
liability; and (iv) receipt by a Covered Person or ERISA Affiliate
of such Covered Person of any notice of the institution of any
proceeding or receipt by such Covered Person or such ERISA Affiliate
of any notice of the taking, of any other action which may result in
the termination of any Pension Benefit Plan maintained or
contributed to by such Covered Person or such ERISA Affiliate, or
the withdrawal or partial withdrawal by a Covered Person or ERISA
Affiliate of such Covered Person from any Pension Benefit Plan, and
the filing or receipt by a Covered Person or ERISA Affiliate of such
Covered Person of any such notice and filing or receipt of all
subsequent reports or notices under ERISA with or from the IRS, the
PBGC, or the DOL relating to the same; and, in addition to such
notice, deliver to Administrative Agent a certificate of a
Responsible Officer of Domestic Borrower, setting forth details as
to such events and the action that the affected Covered Person or
ERISA Affiliate of such Covered Person proposes to take with respect
thereto.

13.9.6. Domestic Borrower shall promptly deliver to Administrative
Agent notice of any default or event of default, or the occurrence
of any event which would with the passage of time, giving of notice
or otherwise, constitute a default or event of default with respect
to any Material Obligation.

13.9.7. Domestic Borrower shall promptly deliver notice to
Administrative Agent of the assertion by the holder of any capital
stock or any other equity interest in a Covered Person or any
Indebtedness of a Covered Person in the outstanding principal amount
in excess of $5,000,000 that a default exists with respect thereto
or that such Covered Person is not in compliance with the terms
thereof, or of the threat or commencement by such holder of any
enforcement action because of such asserted default or
noncompliance.

13.9.8. Domestic Borrower shall promptly deliver notice to
Administrative Agent of any change in the name, state of
incorporation, or form of organization of any Covered Person.

13.9.9. Domestic Borrower shall, promptly after becoming aware
thereof, deliver notice to Administrative Agent of any pending or
threatened strike, work stoppage, unfair labor practice claim or
other labor dispute affecting a Covered Person which has or is
reasonably likely to have a Material Adverse Effect.

13.9.10. Domestic Borrower shall, promptly after becoming aware
thereof, deliver notice to Administrative Agent of any event that
has or is reasonably likely to have a Material Adverse Effect.

13.9.11. Domestic Borrower shall, promptly after becoming aware
thereof, deliver notice to Administrative Agent of an actual,
alleged, or potential violation of any Material Law applicable
to a Covered Person or the property of a Covered Person.

13.10. Borrowing Officer. Borrower shall keep on file with Administrative
Agent at all times an appropriate instrument naming each Borrowing Officer.

13.11. Maintenance of Security Interests of Security Documents.

13.11.1. Preservation and Perfection of Security Interests. Borrower
shall promptly, upon the reasonable request of Administrative Agent
and at Borrower's expense, execute, acknowledge and deliver, or
cause the execution, acknowledgment and delivery of, and thereafter
file or record in the appropriate governmental office, any document
or instrument supplementing or confirming the Security Documents or
otherwise deemed necessary by Administrative Agent to create,
preserve or perfect any Security Interest purported to be created by
the Security Documents or to fully consummate the transactions
contemplated by the Loan Documents.

13.11.2. Compliance With Terms of Security Documents. Each Covered
Person shall comply with all of the terms, conditions and covenants
in the Security Documents to which such Covered Person is a party.

13.12. Accounting System. Each Covered Person shall maintain a system of
accounting from which financial statements can be prepared in accordance
with GAAP. Without limiting the generality of the foregoing, each Covered
Person shall maintain detailed and accurate records of
all transfers of any proceeds of the Loans from Borrower to a Covered
Person or any other Affiliate.

13.13. Financial Statements. Domestic Borrower shall deliver to
Administrative Agent (with copies for its delivery to each Lender):

13.13.1. Annual Financial Statements. Within 120 days after the
close of each fiscal year of Domestic Borrower, year-end
consolidated and consolidating (on a group

basis) financial statements of Domestic Borrower and its
Subsidiaries, containing a balance sheet, income statement, state-
ment of cash flows and an audit report without qualification by an
independent certified public accounting firm selected by Domestic
Borrower and satisfactory to Administrative Agent, and accompanied
by (i) a Compliance Certificate of the Chief Financial Officer of
Domestic Borrower, (ii) a certificate of the independent certified
public accounting firm that examined such financial statements to
the effect that they have reviewed and are familiar with this Agree-
ment and that, in examining such financial statements, they did not
become aware of any fact or condition which then constituted a
Default or Event of Default, except for those, if any, described
in reasonable detail in such certificate, (iii) the management
letter and report on internal controls delivered by such independent
certified public accounting firm in connection with their audit, and
(iv) if requested by Administrative Agent, any summary prepared by
such independent certified public accounting firm of the adjustments
proposed by the members of its audit team.

13.13.2. Quarterly Financial Statements. Within 45 days after the
end of each fiscal quarter of Domestic Borrower, unaudited
consolidated and consolidating (on a group basis) financial
statements of Domestic Borrower and its Subsidiaries for the
quarters not covered by the latest year-end financial statements,
in each case containing a balance sheet, income statement, and
statement of cash flows and accompanied by a Compliance Certificate
of the Chief Financial Officer of Domestic Borrower.

Each Compliance Certificate shall be in the form of Exhibit 13.13, shall
contain detailed calculations of the financial measurements referred to in
Section 15 for the relevant periods, and shall contain statements by the
signing officer to the effect that, except as explained in reasonable
detail in such Compliance Certificate, (i) the attached Financial
Statements are complete and correct in all material respects (subject, in
the case of Financial Statements other than annual, to normal year-end
audit adjustments) and have been prepared in accordance with GAAP applied
consistently throughout the periods covered thereby and with prior periods
(except as disclosed therein), (ii) all of the Representations and
Warranties are true and correct as of the date such certification is given
as if made on such date, and (iii) there is no Existing Default. If any
Compliance Certificate discloses that a representation or warranty is not
true and correct, or that there is an Existing Default, such Compliance
Certificate shall state what action Borrower has taken or proposes to take
with respect thereto.

13.14. Other Financial Information. Domestic Borrower shall also deliver
the following to Administrative Agent:

13.14.1. Stockholder and SEC Reports. Promptly upon the request of
Administrative Agent, copies of any (i) proxy statements, financial
statements and reports which any Covered Person makes available to
its stockholders, and (ii) reports, registration statements and
prospectuses with any securities exchange or the Securities and
Exchange Commission or any Governmental Authority succeeding to any
of its functions.

13.14.2. Pension Benefit Plan Reports. Promptly upon the request of
Administrative Agent at any time or from time to time, a copy of
each annual report or

other filing or notice filed with respect to each Pension Benefit
Plan of a Covered Person or an ERISA Affiliate of a Covered Person.

13.14.3. Tax Returns. Promptly upon the request of Administrative
Agent at any time or from time to time, a copy of each federal,
state, or local tax return or report filed by Borrower or any other
Covered Person.

13.15. Other Information. Upon the request of Administrative Agent,
Borrower shall promptly deliver to Administrative Agent such other
information about the business, operations, revenues, financial condition,
property, or business prospects of Borrower and every other Covered Person
as Administrative Agent may, from time to time, reasonably request.

13.16. Audits by Administrative Agent. Administrative Agent or Persons
authorized by and acting on behalf of Administrative Agent or any Lender
may at any time during normal business hours audit the books and records
and inspect any of the property of each Covered Person from time to time
upon reasonable notice to such Covered Person, and in the course thereof
may make copies or abstracts of such books and records and discuss the
affairs, finances and books and records of such Covered Person with its
accountants, officers and employees. Each Covered Person shall cooperate
with Administrative Agent and such Persons in the conduct of such audits
and shall deliver to Administrative Agent any instrument necessary for
Administrative Agent to obtain records from any service bureau maintaining
records for such Covered Person.

13.17. Access to Officers and Auditors. Each Covered Person shall permit
any Lender and Persons authorized by Administrative Agent to discuss the
business, operations, revenues, financial condition, property, or business
prospects of such Covered Person with its officers, employees, accountants
and independent auditors as often as Administrative Agent may reasonably
request in its discretion, and such Covered Person shall direct such
officers, employees, accountants and independent auditors to cooperate with
Administrative Agent and make full disclosure to Administrative Agent of
those matters that they may deem relevant to the continuing ability of
Borrower timely to pay and perform the Loan Obligations.

13.18. Confidentiality. Administrative Agent and each Lender agrees that it
will not disclose to third Persons any information that it obtains about
any Covered Person or its operations or finances that are designated by
Borrower in writing as confidential or that Borrower has advised Lenders in
writing constitutes non-public information. Administrative Agent and
Lenders may, however, disclose such information to any of their respective
officers, attorneys, auditors, accountants, bank examiners, agents and
representatives (including, in the case of Administrative Agent, its
Subsidiaries and their respective officers, attorneys, auditors,
accountants, bank examiners, agents and representatives), who have a need
to know such information in connection with the administration,
interpretation or enforcement of the Loan Documents or the lending and
collection activity contemplated therein or the syndication of the Loans or
to the extent required by Law or a Governmental Authority. Lenders shall
advise such Persons that such information is to be treated as confidential.
A Lender may also disclose such information in any documents that it files
in any legal proceeding to pursue, enforce or preserve its rights under the
Loan Documents to the extent that such Lender's counsel advises in writing
that such disclosure is reasonably necessary. Lenders' non-disclosure
obligation shall not apply to any information that

(i) is disclosed to a Lender by a third Person not affiliated with or
employed by Borrower who does not have a commensurate duty of
non-disclosure, or (ii) becomes publicly known other than as a result of
disclosure by a Lender.

13.19. Proformas for Permitted Acquisitions. Borrower shall, prior to
making any Permitted Acquisition, prepare and furnish to Administrative
Agent proforma financial statements for the Surviving Company,
demonstrating to the satisfaction of Administrative Agent that the
Surviving Company will be Solvent upon consummation of the Permitted
Acquisition and upon the passage of time thereafter, and that none of the
covenants in Section 15 will be violated as a consequence of such Permitted
Acquisition or with the passage of a reasonable time thereafter. Such
proforma financial statements shall contain balance sheets, income
statements, statements of cash flows and such other reports and
disclosures, and shall cover such forecast periods, as Administrative Agent
may in its reasonable discretion require. Borrower shall also provide to
Administrative Agent copies of the audited financial statements (if
available, or unaudited financial statements if no audited financial
statements exist) for the Target Company for the three fiscal years most
recently ended and for each of the completed fiscal quarters in the then
current fiscal year.

13.20. Further Assurances. Borrower shall execute and deliver, or cause to
be executed and delivered, to Administrative Agent such documents and
agreements, and shall take or cause to be taken such actions, as
Administrative Agent may from time to time reasonably request to carry out
the terms and conditions of this Agreement and the other Loan Documents.

14. Negative Covenants. Borrower covenants and agrees that, while any of the
Commitments remains in effect and until all of the Loan Obligations are fully
and indefeasibly paid, no Letters of Credit are outstanding and the Letter of
Credit Exposure is irreversibly zero, Borrower shall not, directly or
indirectly, do any of the following, or permit any Covered Person to do any of
the following, without the prior written consent of Required Lenders:

14.1. Investments. Make any Investments in any other Person except the
following:

14.1.1. Investments in (i) interest-bearing United States
government obligations; (ii) certificates of deposit issued by any
Lender; (iii) certificates of deposit issued by and time deposits
with any Qualified Financial Institution; (iv) prime commercial
paper rated A1 or better by Standard and Poor's Corporation or Prime
P1 or better by ▇▇▇▇▇'▇ Investor Service, Inc.; (v) agreements
involving the sale to Borrower of United States government
securities and their guarantied repurchase the next Business Day
by a Qualified Financial Institution; (vi) United Kingdom government
securities denominated in Pounds Sterling and with less than two
years to run to maturity; (vii) Pounds Sterling denominated deposits
held in England with a bank which is an authorized institution
under the Banking ▇▇▇ ▇▇▇▇ and which has a short term senior debt
rating of A1 or better by Standard & Poor's Corporation of P1 or
better by ▇▇▇▇▇'▇ Investors Service, Inc.; (viii) agreements
involving the sale to the Borrower of United Kingdom government
securities and their guaranteed repurchase the next Business Day
by a bank which is an authorized institution under the Banking ▇▇▇
▇▇▇▇ and which has a short term senior debt rating of A1 or better
by Standard & Poor's Corporation or P1 or better by ▇▇▇▇▇'▇
Investors Service, Inc.; (ix) Federal Republic of Germany government
securities

denominated in Deutsche Marks and with less than two years to run
to maturity; (x) Deutsche Marks denominated deposits held in Germany
with a bank which is an authorised institution under the
Kreditwesengesetz and which has a short term senior debt rating of
A1 or better by Standard & Poor's Corporation or P1 or better by
▇▇▇▇▇'▇ Investors Service, Inc.; or (xi) agreements involving the
sale to the borrower of Federal Republic of Germany government
securities and their guaranteed repurchase the next business day
by a bank which is an authorised institution under the
Kreditwesengesetz and which has a short term senior debt rating of
A1 or better by Standard & Poor's Corporation of P1 or better by
▇▇▇▇▇'▇ Investors Services, Inc.

14.1.2. Accounts arising in the ordinary course of business and
payable in accordance with Borrower's customary trade terms.

14.1.3. Any Investments that are Permitted Acquisitions.

14.1.4. Investments existing on the Effective Date and disclosed in
section 11.14 of the Disclosure Schedule.

14.1.5. Notes taken by Borrower from purchasers in connection with
any Management Incentive Stock Issue.

14.1.6. Indebtedness of any Covered Person or any of its wholly
owned subsidiaries to any other Covered Person.

14.1.7. Any other Investment in any Person if, after giving effect
thereto, the aggregate Investments in all such Persons that are not
Significant Subsidiaries is less than $30,000,000.

14.2. Indebtedness. Create, incur, assume, or allow to exist any
Indebtedness of any kind or description, except the following:

14.2.1. Indebtedness to trade creditors incurred in the ordinary
course of business, to the extent that it is not overdue past the
original due date by more than 90 days.

14.2.2. The Loan Obligations.

14.2.3. Indebtedness secured by Permitted Security Interests.

14.2.4. Any other Indebtedness of a Covered Person to the extent
such other Indebtedness of all Covered Persons does not exceed a
Dollar Equivalent Amount (as of the date incurred) of $5,000,000 to
any one Person or $10,000,000 in the aggregate.

14.2.5. Indebtedness secured by outstanding Letters of Credit.

14.3. Indirect Obligations. Create, incur, assume or allow to exist any
Indirect Obligations except (i) Indirect Obligations existing on the
Effective Date and disclosed on section 11.16 of the Disclosure Schedule
and (ii) a guaranty by any Covered Person of an Obligation of another
Covered Person or of a wholly owned subsidiary of such Covered Person to
the extent the Obligations guarantied are not prohibited hereby, and (iii)
the Guaranties.

14.4. Security Interests. Create, incur, assume or allow to exist any
Security Interest upon all or any part of its property, real or personal,
now owned or hereafter acquired, except the following:

14.4.1. Security Interests for taxes, assessments or governmental
charges not delinquent or being diligently contested in good faith
and by appropriate proceedings and for which adequate book reserves
in accordance with GAAP are maintained.

14.4.2. Security Interests arising out of deposits in connection
with workers' compensation insurance, unemployment insurance, old
age pensions, or other social security or retirement benefits
legislation.

14.4.3. Deposits or pledges to secure bids, tenders, contracts
(other than contracts for the payment of money), leases, statutory
obligations, surety and appeal bonds, and other obligations of like
nature arising in the ordinary course of business.

14.4.4. Security Interests imposed by any Law, such as mechanics',
workmen's, materialmen's, landlords', carriers', or other like
Security Interests arising in the ordinary course of business which
secure payment of obligations which are not past due or which are
being diligently contested in good faith by appropriate proceedings
and for which adequate reserves in accordance with GAAP are
maintained on such Covered Person's books.

14.4.5. Purchase money Security Interests securing payment of the
purchase price of capital assets acquired by Covered Persons after
the Effective Date in an amount not to exceed $3,000,000 in the
aggregate for all Covered Persons during any fiscal year of
Borrower and $10,000,000 for all Covered Persons in the overall
aggregate.

14.4.6. Security Interests of customers of Covered Persons in items
of Inventory for the manufacture of which such customers have paid
deposits to such Covered Persons, to the extent such Security
Interests secure the repayment of such deposits.

14.4.7. Security Interests securing the Loan Obligations in favor
of Administrative Agent for the benefit of Lenders.

14.4.8. Security Interests existing on the Effective Date that are
disclosed in section 11.21 of the Disclosure Schedule and are
satisfactory to Lenders.

14.4.9. Security Interests that secure Obligations of Covered
Persons which, when added to Security Interests permitted in Section
14.4.5, do not exceed $20,000,000 for all Covered Persons.

14.5. Acquisitions. Acquire stock or any other equity interest in a Person
sufficient for such Person to become a Subsidiary or Affiliate of a Covered
Person, or acquire all or substantially all of the assets of a Person,
except (i) Investments permitted under Section 14.1.7, (ii) asset
acquisitions in the ordinary course of business that are not otherwise
prohibited herein and, (iii) if there is no Existing Default and no Default
or Event of Default will occur as a result thereof, any such acquisition of
equity interests or assets with respect to which all of the following
requirements have been met (a "Permitted Acquisition"):

14.5.1. Aggregate Dollar Limitation. Such acquisition may not cause
the aggregate consideration paid by all Covered Persons for
acquisitions (other than the acquisition by German Borrower,
Assembly Technology & Test, Inc. and Assembly Technology & Test,
Limited of the assets of the ▇▇▇▇▇ Assembly and Test Business and
certain assets related thereto of ▇▇▇▇▇ Industries plc and ▇▇▇▇▇
Automation & Control Engineering, Inc. and their Affiliates) during
such fiscal year to exceed $75,000,000.

14.5.2. Individual Acquisition Dollar Limitation. Such Covered
Person must obtain the prior written consent of Required Lenders in
the event that the total consideration paid by such Covered Person
in any particular acquisition (other than the acquisition by German
Borrower, Assembly Technology & Test, Inc. and Assembly Technology &
Test, Limited of the assets of the ▇▇▇▇▇ Assembly and Test Business
and certain assets related thereto of ▇▇▇▇▇ Industries plc and ▇▇▇▇▇
Automation & Control Engineering, Inc. and their Affiliates) will
exceed $35,000,000.

14.5.3. Surviving Company Becomes a Guarantor. The Surviving
Company, if it is not a Borrower or Guarantor under this Agreement
as of the time of the consummation of the acquisition but will be a
Significant Subsidiary immediately after such consummation, shall
become, contemporaneously with the consummation of the acquisition
either (i) a Guarantor by execution of a separate guaranty or a
joinder satisfactory to Administrative Agent to the appropriate
Guaranty or (ii) if Required Lenders consent, a "Borrower"
hereunder by execution of an amendment hereto and execution and
delivery of appropriate notes and other documents and instruments,
each of which is satisfactory to Required Lenders.

14.5.4. Satisfactory Due Diligence Completed. If prior consent of
Required Lenders is required under Section 14.5.2, Borrower and
Lenders shall have conducted appropriate, independent due diligence
investigations, including, without limitation, investigations of
fraudulent conveyance risks, contingent liabilities and contractual
obligations and the results thereof shall have been provided to
Lenders and shall be satisfactory to Lenders; and all financial,
accounting and tax aspects of the acquisition shall be satisfactory
to Lenders.

14.5.5. Proforma Financial Statements. Domestic Borrower shall have
delivered to Administrative Agent the proforma financial statements
for Domestic Borrower and its Subsidiaries (including the Surviving
Company) together with a certificate of the Chief Financial Officer
of Domestic Borrower that the projections therein of their quarterly
financial condition, results of operations, and cash flows represent
Domestic Borrower's best estimate of their future financial
performance for the periods set forth therein, that such projections
have been prepared on the basis of the assumptions described in the
proforma financial statements, and that such Chief Financial Officer
believes such assumptions are fair and reasonable in light of
current and reasonably foreseeable business conditions.

14.6. Disposal of Property. Sell, transfer, exchange, lease, or otherwise
dispose of any of its assets, including any shares of stock of any
Subsidiaries of Domestic Borrower or any Foreign Borrower that are not
pledged to Administrative Agent for the benefit of Lenders, except for
sales in the ordinary course of business and sales and other dispositions
of other assets (excluding stock of any Subsidiaries) whose book value does
not exceed $5,000,000 in the aggregate.

14.7. Transactions With Affiliates. Enter into or be a party to any
transaction or arrangement, including the purchase, sale or exchange of
property of any kind or the rendering of any service, with any Affiliate,
or make any loans or advances to any Affiliate. If there is no Existing
Default, however, each Covered Person may engage in the such transactions
in the ordinary course of business and pursuant to the reasonable
requirements of its business and on fair and reasonable terms substantially
as favorable to it as those which it could obtain in a comparable
arm's-length transaction with a non-Affiliate.

14.8. Conflicting Agreements. Enter into any agreement, that would, if
fully complied with by it, result in a Default or Event of Default either
immediately or upon the elapsing of time.

14.9. Fiscal Year. Change its fiscal year.

14.10. Transactions Having a Material Adverse Effect. Enter into any
transaction which has or is reasonably likely to have a Material Adverse
Effect.

15. Financial Covenants.

15.1. Special Definitions. As used in this Section 15 and elsewhere
herein, the following capitalized terms have the following meanings:

"Adjusted EBITDA" means, for any period of calculation, EBITDA minus
Capital Expenditures (exclusive of expenditures for Investments and
expenditures permitted under Section 14.5) both as accrued in such period.

"EBITDA" means, for any period of calculation, an amount equal to the sum
of (i) Net Income, (ii) federal, state and local income tax expense, (iii)
Interest Expense (including the interest component of payments on Capital
Leases) in such period, (iv) depreciation and amortization expense and
other non-cash charges that reduced net income during such period, (v)
losses on

the sale or other disposition of assets other than in the ordinary course
of business if included in the calculation of net income, and (vi)
extraordinary losses if included in the calculation of net income, minus
(a) gains on the sale or other disposition of assets other than in the
ordinary course of business if included in net income, and (b)
extraordinary gains if included in net income, all as accrued in such
period.

"Fixed Charges" means, for any period of calculation, the sum of (i)
Interest Expense accrued in such period, (ii) federal, state and local
income tax expense in such period, and (iii) dividends payable in such
period.

"Funded Debt" means, at any date, the sum of (i) the principal amount of
all Indebtedness for borrowed money of Domestic Borrower and its
Subsidiaries on a consolidated basis, and (ii) the unamortized capitalized
amount of all Capital Leases of Borrowers and their Subsidiaries on a
consolidated basis, all as of such date.

"Interest Expense" means, for any period of calculation, all interest
whether paid in cash or accrued as a liability, but without duplication, on
Indebtedness of Domestic Borrower and its consolidated Subsidiaries and all
interest, whether paid in cash or accrued as a liability, but without
duplication, by Domestic Borrower with respect to the Convertible Preferred
Securities during such period.

"Net Income" means, for any period of calculation, "net income" as
determined in accordance with GAAP.

"Net Worth" means, at any date: (a) the book value (net of depreciation,
obsolescence, amortization, valuation and other proper reserves determined
in accordance with GAAP) at which assets would be shown on a consolidated
balance sheet at such date prepared in accordance with GAAP; less (b) the
amount at which all liabilities (not to include the obligations of Domestic
Borrower with respect to the issuance by DT Capital Trust (a wholly-owned
Subsidiary of Domestic Borrower) of term income deferrable equity
securities on or about June 12, 1997), would be shown on such balance
sheet, including as liabilities all reserves for contingencies and other
potential liabilities which would be shown on such balance sheet or
disclosed in the notes thereto.

For the purposes of Section 15, "Indebtedness" shall not include the
Obligations of Domestic Borrower arising in connection with the Convertible
Preferred Securities.

15.2. Minimum Net Worth. Domestic Borrower's Net Worth as of the end of
each fiscal quarter of Domestic Borrower shall at no time be less than 90%
of Domestic Borrower's Net Worth as of the Effective Date plus (i) 50% of
Domestic Borrower's cumulative Net Income (but not any net loss) for the
period commencing with the Effective Date and extending through and
including the end of the applicable fiscal quarter and (ii) 75% of the
amount of the cumulative net proceeds received by Domestic Borrower for the
period commencing with the Effective Date and extending through and
including the end of the applicable fiscal quarter from the issuance of
equity securities of any Covered Person (other than in connection with any
employee benefit plan or employee compensation arrangement).

15.3. Maximum Funded Debt to EBITDA Ratio. The ratio of Domestic
Borrower's Funded Debt as of the end of any fiscal quarter of Domestic
Borrower to Domestic Borrower's EBITDA for the four consecutive fiscal
quarters then ended shall not exceed the applicable ratio in the following
table:

----------------------------------- -----------------------
During the period The applicable ratio is
----------------------------------- -----------------------
Effective Date to July 1, 2000 3.0 to 1.0
----------------------------------- -----------------------
From July 1, 2000 to July 1, 2001 2.75 to 1.0
----------------------------------- -----------------------
After June 30, 2001 2.5 to 1.0
----------------------------------- -----------------------

15.4. Minimum Fixed Charge Coverage. The ratio of Domestic Borrower's
Adjusted EBITDA to Domestic Borrower's Fixed Charges, calculated at the end
of each fiscal quarter of Domestic Borrower for the four consecutive fiscal
quarters then ended, shall not be less than the applicable ratio in the
following table:

----------------------------------- -----------------------
During the period The applicable ratio is
----------------------------------- -----------------------
From Effective Date to July 1, 2000 1.50 to 1.0
----------------------------------- -----------------------
From July 1, 2000 to July 1, 2001 1.75 to 1.0
----------------------------------- -----------------------
After June 30, 2001 2.00 to 1.0
----------------------------------- -----------------------

15.5. Minimum EBITDA to Interest Expense Ratio. The ratio of Domestic
Borrower's EBITDA to Domestic Borrower's Interest Expense, calculated at
the end of each fiscal quarter of Domestic Borrower for the four
consecutive fiscal quarters then ended, shall not be less than the
applicable ratio in the following table:

----------------------------------- -----------------------
During the period The applicable ratio is
----------------------------------- -----------------------
From Effective Date to July 1, 2000 4.0 to 1.0
----------------------------------- -----------------------
From June 30, 2000 to July 1, 2001 5.0 to 1.0
----------------------------------- -----------------------
After June 30, 2001 6.0 to 1.0
----------------------------------- -----------------------

16. Default.

16.1. Events of Default. Any one or more of the following shall constitute
an event of default (an "Event of Default") under this Agreement:

16.1.1. Failure to Pay Principal or Interest. Failure of Borrower
to pay any principal of the Loans or interest accrued thereon when
due.

16.1.2. Failure to Pay Other Amounts Owed to Lenders. Failure of
Borrower to pay any of the Loan Obligations (other than principal of
the Loans or interest accrued thereon) within 5 days after notice
from Administrative Agent that the same is due.

16.1.3. Failure to Pay Amounts Owed to Other Persons. Failure of
any Covered Person to make any payment due on Indebtedness of such
Covered Person to Persons (other than Lenders under the Loan
Documents) which continues unwaived beyond any applicable grace
period specified in the documents evidencing such Indebtedness and
which causes the aggregate amount of all such failures of all
Covered Persons to exceed $5,000,000; provided, however, that no
Event of Default will occur if such default or breach is being
diligently contested in good faith by appropriate proceedings and
Borrower has established adequate reserves with respect thereto in
conformity with GAAP.

16.1.4. Representations or Warranties. Any of the Representations
and Warranties is discovered to have been false in any material
respect when made.

16.1.5. Certain Covenants. Failure of any Covered Person to comply
with the covenants in Sections 13.1, 13.8, 13.9, 13.13, 13.16,
13.17, 13.19, 14 or 15.

16.1.6. Other Covenants. Failure of any Covered Person to comply
with of any of the terms or provisions of any of the Loan Documents
applicable to it (other than a failure which constitutes an Event of
Default under any of Sections 16.1.1 through 16.1.5) which is not
remedied or waived in writing by Administrative Agent within 30 days
notice thereof from the Administrative Agent to such Covered Person.

16.1.7. Acceleration of Other Indebtedness. Any Obligation (other
than a Loan Obligation) of a Covered Person for the repayment of
borrowed money becomes or is declared to be due and payable or
required to be prepaid (other than by an originally scheduled
prepayment) prior to the original maturity thereof as a consequence
of a default with respect thereto by any Covered Person and such
declaration or requirement causes the aggregate amount of the
Obligations of all Covered Persons which have been so accelerated to
exceed $5,000,000; provided however, that no Event of Default will
occur if such default or breach is being diligently contested in
good faith by appropriate proceedings and Domestic Borrower has
established adequate reserves with respect thereto in conformity
with GAAP.

16.1.8. Bankruptcy; Insolvency; Etc. A Covered Person (i) fails to
pay, or admits in writing its inability to pay, its debts generally
as they become due, or otherwise becomes insolvent (however
evidenced); (ii) makes an assignment for the benefit of
creditors; (iii) files a petition in bankruptcy, is adjudicated
insolvent or bankrupt, petitions or applies to any tribunal for any
receiver or any trustee of such Covered Person or any substantial
part of its property; (iv) commences any proceeding relating
to such Covered Person under any reorganization, arrangement,
readjustment of debt, dissolution or liquidation Law of any
jurisdiction, whether now or hereafter in effect; (v) has commenced
against it any such proceeding which remains undismissed for a
period of 90

days, or by any act indicates its consent to, approval of, or
acquiescence in any such proceeding or the appointment of any
receiver of or any trustee for it or of any substantial part of its
property, or allows any such receivership or trusteeship to continue
undischarged for a period of 90 days; or (vi) takes any action to
authorize any of the foregoing.

16.1.9. Judgments; Attachment; Settlement; Etc. Any one or more
judgments or orders is entered against a Covered Person or any
attachment or other levy is made against the property of a Covered
Person with respect to a claim or claims, which causes the
aggregate amount of such judgments, orders, attachments and levies
against all Covered Persons (not paid or fully covered by
insurance, less the amount of reasonable deductibles in effect on
the Effective Date) to exceed $5,000,000, becomes final and non-
appealable or if timely appealed is not fully bonded and collection
thereof stayed pending the appeal; or any Covered Person enters into
an agreement to settle any claim or controversy which causes the
aggregate amount of the monetary Obligations of all Covered Persons
under such agreements (at current value based on a capitalization
rate of 9%) to exceed $5,000,000.

16.1.10. Pension Benefit Plan Termination, Etc. Any Pension Benefit
Plan termination by the PBGC or the appointment by the appropriate
United States District Court of a trustee to administer any Pension
Benefit Plan or to liquidate any Pension Benefit Plan; or any event
which constitutes grounds either for the termination of any Pension
Benefit Plan by PBGC or for the appointment by the appropriate
United States District Court of a trustee to administer or liquidate
any Pension Benefit Plan shall have occurred and be continuing for
30 days after Borrower has notice of any such event; or any
voluntary termination of any Pension Benefit Plan which is a
DEFINED BENEFIT PENSION PLAN as defined in Section 3(35) of ERISA
while such defined benefit pension plan has an ACCUMULATED FUNDING
DEFICIENCY, unless Administrative Agent has been notified of such
intent to voluntarily terminate such plan and Required Lenders have
given their consent and agreed that such event shall not constitute
a Default; or the plan administrator of any Pension Benefit Plan
applies under Section 412(d) of the Code for a waiver of the minimum
funding standards of Section 412(1) of the Code and Required Lenders
determine that the substantial business hardship upon which the
application for such waiver is based would cause the aggregate
liability to which all Covered Persons or ERISA Affiliates of all
Covered Persons could be subject to exceed $5,000,000.

16.1.11. Liquidation or Dissolution. A Covered Person files a
certificate of dissolution under applicable state Law or is
dissolved administratively and such dissolution is not rescinded
within 90 days, liquidated, or voluntarily dissolved, or suspends
or terminates the operation of its business, or has commenced
against it any action or proceeding for its liquidation or
dissolution or the winding up of its business which is not stayed
or dismissed within 60 days of such commencement, or takes any
corporate action in furtherance thereof, except in connection with
the consolidation of such a Covered Person and its assets with
another Covered Person and its assets.

16.1.12. Seizure of Assets. Property of any Covered Person is
nationalized, expropriated, seized or otherwise appropriated, or
custody or control of such property of any Covered Person is assumed
by any Governmental Authority or any court of competent jurisdiction
at the instance of any Governmental Authority, and the same has or
could reasonably be expected to have a Material Adverse Effect
(determined only with regard to a Foreign Borrower and its
Subsidiaries or only with regard to Domestic Borrower and its
Subsidiaries domiciled in the United States), unless the same is
being contested in good faith by proper proceedings diligently
pursued and a stay of enforcement is in effect.

16.1.13. Racketeering Proceeding. There is filed against any Covered
Person any criminal action, suit or proceeding under any federal or
state racketeering statute (including, without limitation, the
Racketeer Influenced and Corrupt Organization Act of 1970), which
action, suit or proceeding is not dismissed within 120 days and
could result in the confiscation or forfeiture of any material part
of the assets of a Covered Person.

16.1.14. Loan Documents; Security Interests. For any reason other
than the failure of Administrative Agent to take any action
available to it to maintain perfection of the Security Interests
created in favor of Administrative Agent for the benefit of Lenders
pursuant to the Loan Documents, any Loan Document ceases to be in
full force and effect or any Security Interest with respect to any
portion of the collateral intended to be secured thereby ceases to
be, or is not, valid, perfected and prior to all other Security
Interests (other than the Permitted Security Interests) or is
terminated, revoked or declared void or invalid.

16.1.15. Rate Hedging Agreements. Borrower or any other Covered
Person breaches any of the terms or conditions of any agreement
under which any Rate Hedging Obligation is created and such breach
continues beyond any applicable grace period, or any action is taken
by Borrower or any other Covered Person to discontinue (except with
the consent of the Administrative Agent and any Lender which is a
counterparty) or assert the invalidity or unenforceability of any
such agreement or Rate Hedging Obligation.

16.1.16. Guaranty; Guarantor. Any Guaranty ceases to be in full
force and effect or any action is taken by any Guarantor, Borrower
or any of its Affiliates to discontinue or assert the invalidity or
unenforceability of any Guaranty or any Guarantor fails to comply
with any of the terms or provisions of any Guaranty, or any
representation or warranty of Guarantor therein is discovered to
have been false when made, or any Guarantor denies that it has any
further liability under any Guaranty or gives notice to Lender to
such effect, or any Guarantor fails to perform any covenant of such
Guarantor in any Guaranty.

16.2 Rights and Remedies.

16.2.1. Termination of Commitments. Upon an Event of Default
described in Section 16.1.8, the Commitments shall be deemed
canceled. Upon any other Event of

Default, and at any time thereafter, Lenders whose shares of
Lenders' Exposure aggregate at least 2/3 of the entire Lenders'
Exposure may cancel the Commitments. Such cancellation may be,
in either case, without presentment, demand or notice of any kind,
which Borrower expressly waives.

16.2.2. Acceleration. Upon an Event of Default described in Section
16.1.8, all of the outstanding Loan Obligations shall automatically
become immediately due and payable. Upon any other Event of Default,
and at any time thereafter, Lenders whose shares of Lenders'
Exposure aggregate at least 2/3 of the entire Lenders' Exposure may
declare all of the outstanding Loan Obligations immediately due and
payable. Such acceleration may be, in either case, without
presentment, demand or notice of any kind, which Borrower expressly
waives.

16.2.3. Right of Set-off. Upon the occurrence of any Event of
Default and at any time and from time to time thereafter, each
Lender is hereby authorized, without notice to Borrower (any such
notice being expressly waived by Borrower), to the fullest extent
permitted by law, to set off and apply against the Loan Obligations
any and all deposits (general or special, time or demand,
provisional or final) at any time held, or any other Indebtedness
at any time owing by such Lender (or its Affiliate) to or for the
credit or the account of Borrower, irrespective of whether or not
such Lender shall have made any demand under this Agreement or the
Notes or any Guaranty and although such Loan Obligations may be
unmatured. The rights of each Lender under this Section are in
addition to other rights and remedies (including, without
limitation, other rights of set-off) which such Lender may otherwise
have.

16.2.4. Secured Party Rights. Upon an Event of Default and
acceleration of the Loan Obligations as provided herein, and at any
time and from time to time thereafter:

16.2.4.1. Administrative Agent may exercise any or all of
its rights under the Security Documents as a secured party
under the UCC and any other applicable Law; and

16.2.4.2. Administrative Agent may sell or otherwise
dispose of any or all of the Collateral at public or private
sale in a commercially reasonable manner, which sale
Administrative Agent may postpone from time to time by
announcement at the time and place of sale stated in the
notice of sale or by announcement at any adjourned sale
without being required to give a new notice of sale, all as
Administrative Agent deems advisable, for cash or credit. A
Lender may become the purchaser at any such sale if
permissible under applicable Law, and such Lender may, in
lieu of actual payment of the purchase price, set-off the
amount thereof against Borrower's obligations owing to
Lender, and Borrower agrees that such Lender has no
obligation to preserve rights to Collateral against prior
parties or to marshal any Collateral for the benefit of any
Person.

16.2.5. Miscellaneous. Upon the occurrence of an Event of Default
and at any time thereafter, Lenders may exercise any other rights
and remedies available to Lenders under the Loan Documents or
otherwise available to Lenders at law or in equity.

16.3. Application of Funds. Any funds received by Lenders or
Administrative Agent for the benefit of Lenders with respect to any Loan
Obligation after its Maturity, including proceeds of Collateral, shall be
applied as follows: (i) first, to reimburse Administrative Agent for all
unreimbursed costs and expenses paid or incurred by Administrative Agent
that are payable or reimbursable by Borrower hereunder; (ii) second, to
reimburse Lenders prorata for any amounts due to Lenders under Section
18.6; (iii) third, to reimburse to Lenders prorata all unreimbursed costs
and expenses paid or incurred by Lenders (including costs and expenses
incurred by Administrative Agent as a Lender that are not reimbursable as
provided in the preceding clauses) that are payable or reimbursable by
Borrower hereunder; (iv) fourth, to the payment of accrued and unpaid fees
due hereunder and all other amounts due hereunder (other than the Loans and
interest accrued thereon); (v) fifth, to the payment of the Loans of each
of the Lenders and interest accrued thereon (which payments shall be
prorata to each of the Lenders in accordance with the amount of the Loans
outstanding) and to the payment (pari passu with the foregoing) of any Rate
Hedging Obligations; and (vi) sixth, to Letter of Credit Issuer as cash
collateral to the extent of the Letter of Credit Exposure. Any remaining
amounts shall be paid to Borrower or such other Persons as shall be legally
entitled thereto.

16.4. Limitation of Liability; Waiver. Administrative Agent and Lenders
shall not be liable to Borrower as a result of any commercially reasonable
possession, repossession, collection or sale by Administrative Agent of
Collateral; and Borrower hereby waives all rights of redemption from any
such sale and the benefit of all valuation, appraisal and exemption Laws.
If Administrative Agent seeks to take possession of any of the Collateral
by replevin or other court process, Borrower hereby irrevocably waives (i)
the posting of any bonds, surety and security relating thereto required by
any statute, court rule or otherwise as an incident to such possession,
(ii) any demand for possession of the Collateral prior to the commencement
of any suit or action to recover possession thereof, (iii) any requirement
that Administrative Agent retain possession and not dispose of any
Collateral until after trial or final judgment, and (iv) to the extent
permitted by applicable Law, all rights to notice and hearing prior to the
exercise by Administrative Agent of Administrative Agent's right to
repossess the Collateral without judicial process or to replevy, attach or
levy upon the Collateral without notice or hearing. Administrative Agent
shall have no obligation to preserve rights to the Collateral or to
▇▇▇▇▇▇▇▇ any Collateral for the benefit of any Person.

16.5. Notice. Any notice of intended action required to be given by
Administrative Agent (including notice of a public or private sale of
Collateral), if given as provided in Section 19.1 at least 10 days prior to
such proposed action, shall be effective and constitute reasonable and fair
notice to Borrower.

17. Administrative Agent and Lenders.

17.1. Appointment, Powers, and Immunities. NationsBank is hereby appointed
Administrative Agent hereunder and under each of the other Loan Documents.
Each Lender

hereby irrevocably appoints and authorizes the Administrative Agent to act
as its agent under this Agreement and the other Loan Documents with such
powers and discretion as are specifically delegated to the Administrative
Agent by the terms of this Agreement and the other Loan Documents, together
with such other powers as are reasonably incidental thereto. The
Administrative Agent (which term as used in this sentence and in Section
19.5 and the first sentence of Section 19.6 hereof shall include its
affiliates and its own and its affiliates' officers, directors, employees,
and agents): (a) shall not have any duties or responsibilities except those
expressly set forth in this Agreement and shall not be a trustee or
fiduciary for any Lender; (b) shall not be responsible to the Lenders for
any recital, statement, representation, or warranty (whether written or
oral) made in or in connection with any Loan Document or any certificate or
other document referred to or provided for in, or received by any of them
under, any Loan Document, or for the value, validity, effectiveness,
genuineness, enforceability, or sufficiency of any Loan Document, or any
other document referred to or provided for therein or for any failure by
any Covered Person or any other Person to perform any of its obligations
thereunder; (c) shall not be responsible for or have any duty to ascertain,
inquire into, or verify the performance or observance of any covenants or
agreements by any Covered Person or the satisfaction of any condition or to
inspect the property (including the books and records) of any Covered
Person or any of its Subsidiaries or Affiliates; (d) shall not be required
to initiate or conduct any litigation or collection proceedings under any
Loan Document; and (e) shall not be responsible for any action taken or
omitted to be taken by it under or in connection with any Loan Document,
except for its own gross negligence or willful misconduct.

17.2. Reliance by Administrative Agent. The Administrative Agent shall be
entitled to rely upon any certification, notice, instrument, writing, or
other communication (including, without limitation, any thereof by
telephone or telecopy) believed by it to be genuine and correct and to have
been signed, sent or made by or on behalf of the proper Person or Persons,
and upon advice and statements of legal counsel (including counsel for any
Covered Person), independent accountants, and other experts selected by the
Administrative Agent. The Administrative Agent may deem and treat the payee
of any Note as the holder thereof for all purposes hereof unless and until
the Administrative Agent receives and accepts an Assignment and Acceptance
executed in accordance with Section 18.4.1.3 hereof. As to any matters not
expressly provided for by this Agreement, the Administrative Agent shall
not be required to exercise any discretion or take any action, but shall be
required to act or to refrain from acting (and shall be fully protected in
so acting or refraining from acting) upon the instructions of the Required
Lenders, and such instructions shall be binding on all of the Lenders;
provided, however, that the Administrative Agent shall not be required to
take any action that exposes the Administrative Agent to personal liability
or that is contrary to any Loan Document or applicable Law or unless 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 any such action.

17.3. Employment of Administrative Agents and Counsel. Administrative
Agent may execute any of its duties hereunder by or through employees,
agents, and attorneys-in-fact and shall not be liable to any Lender (except
with respect to money or securities received by it or such agents or
attorneys-in-fact) for the default or misconduct of any such agents or
attorneys-in-fact selected by it with reasonable care. Administrative Agent
shall be entitled to advice of counsel concerning all matters pertaining to
the agency hereby created and its duties

hereunder and shall not be liable to any Lender for acting or failing to
act based as advised by such counsel, except where doing so violates an
express obligation of Administrative Agent under the Loan Documents.

17.4. Defaults. The Administrative Agent shall not be deemed to have
knowledge or notice of the occurrence of a Default or Event of Default
unless the Administrative Agent has received written notice from a Lender
or the Borrower specifying such Default or Event of Default and stating
that such notice is a "Notice of Default". In the event that the
Administrative Agent receives such a notice of the occurrence of a Default
or Event of Default, the Administrative Agent shall give notice thereof to
the Lenders. The Administrative Agent shall (subject to Section 19.2
hereof) take such action with respect to such Default or Event of Default
as shall reasonably be directed by the Required Lenders, provided that,
unless and until the Administrative Agent shall have received such
directions, the Administrative Agent may (but shall not be obligated to)
take such action, or refrain from taking such action, with respect to such
Default or Event of Default as it shall deem advisable in the best interest
of the Lenders.

17.5. Rights as Lender. With respect to its Commitment and the Loans made
by it, NationsBank (and any successor acting as Administrative Agent) in
its capacity as a Lender hereunder shall have the same rights and powers
hereunder as any other Lender and may exercise the same as though it were
not acting as the Administrative Agent, and the term "Lender" or "Lenders"
shall, unless the context otherwise indicates, include the Administrative
Agent in its individual capacity. NationsBank (and any successor acting as
Administrative Agent) and its affiliates may (without having to account
therefor to any Lender) accept deposits from, lend money to, make
investments in, provide services to, and generally engage in any kind of
lending, trust, or other business with any Covered Person or any of such
Covered Person's Subsidiaries or Affiliates as if it were not acting as
Administrative Agent, and NationsBank (and any successor acting as
Administrative Agent) and its Affiliates may accept fees and other
consideration from any Covered Person or any of its Subsidiaries or
Affiliates for services in connection with this Agreement or otherwise
without having to account for the same to Lenders.

17.6. Indemnification. The Lenders agree to reimburse and indemnify the
Administrative Agent (to the extent not reimbursed under Section 18.5
hereof, but without limiting the obligations of the Borrower under such
Section) ratably in accordance with their respective Commitments, for any
and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses (including attorneys' fees), or
disbursements of any kind and nature whatsoever that may be imposed on,
incurred by or asserted against the Administrative Agent (including by any
Lender) in any way relating to or arising out of any Loan Document or the
transactions contemplated thereby or any action taken or omitted by the
Administrative Agent under any Loan Document; provided that no Lender shall
be liable for any of the foregoing to the extent they arise from the gross
negligence or willful misconduct of the Person to be indemnified. Without
limitation of the foregoing, each Lender agrees to reimburse the
Administrative Agent promptly upon demand for its ratable share of any
costs or expenses payable by the Borrower under Section 18.5, to the extent
that the Administrative Agent is not promptly reimbursed for such costs and
expenses by the Borrower. The agreements contained in this Section shall
survive the termination of the Commitments and the payment in full of the
Loans, whether or not indefeasible, and all other amounts payable under
this Agreement.

17.7. Notification of Lenders. Each Lender agrees to use its good faith
efforts, upon becoming aware of anything which has or is reasonably likely
to have a Material Adverse Effect, to promptly notify Administrative Agent
thereof. Administrative Agent shall promptly deliver to each Lender copies
of every written notice, demand, report (including any financial report),
or other writing which Administrative Agent gives to or receives from
Borrower and which itself (a) constitutes, or which contains information
about, something that has or is reasonably likely to have a Material
Adverse Effect, or (b) is otherwise delivered to Administrative Agent by
Borrower pursuant to the Loan Documents and is deemed material information
by Administrative Agent in its sole discretion. Administrative Agent and
its directors, officers, agents, and employees shall have no liability to
any Lender for failure to deliver any such item to such Lender unless the
failure constitutes gross negligence or willful misconduct.

17.8. Non-Reliance on Administrative Agent and Other Lenders. Each Lender
agrees that it has, independently and without reliance on the
Administrative Agent or any other Lender, and based on such documents and
information as it has deemed appropriate, made its own credit analysis of
the Covered Persons and their Subsidiaries and decision to enter into this
Agreement and that it will, independently and without reliance upon the
Administrative Agent or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its
own analysis and decisions in taking or not taking action under the Loan
Documents. Except for notices, reports, and other documents and information
expressly required to be furnished to the Lenders by the Administrative
Agent hereunder, the Administrative Agent shall not have any duty or
responsibility to provide any Lender with any credit or other information
concerning the affairs, financial condition, or business of any Covered
Person or any of its Subsidiaries or Affiliates that may come into the
possession of the Administrative Agent or any of its affiliates.

17.9. Resignation. The Administrative Agent may resign at any time by
giving notice thereof to Lenders and Domestic Borrower, but such
resignation will not be effective until a successor has been appointed and
has accepted such appointment. Upon any such resignation, the Required
Lenders shall have the right to appoint, with the consent of Borrower
(which will not be unreasonably withheld or delayed), a successor
Administrative Agent. If no successor Administrative Agent shall have been
so appointed by the Required Lenders and shall have accepted such
appointment within 60 days after the retiring Administrative Agent's giving
of notice of resignation, then the retiring Administrative Agent may, on
behalf of the Lenders, appoint a successor Administrative Agent which shall
be a commercial bank organized under the laws of the United States of
America having combined capital and surplus of at least $100,000,000. Upon
the acceptance of any appointment as Administrative Agent hereunder by a
successor, such successor shall thereupon succeed to and become vested with
all the rights, powers, discretion, privileges, and duties of the retiring
Administrative Agent, and the retiring Administrative Agent shall be
discharged from its duties and obligations hereunder. After any retiring
Administrative Agent's resignation hereunder as Administrative Agent, the
provisions of Section 17.6 shall continue in effect for its benefit in
respect of any actions taken or omitted to be taken by it while it was
acting as Administrative Agent.

17.10. Collections and Distributions to Lenders by Administrative Agent.
Except as otherwise provided in this Agreement, all payments of interest,
fees, principal and other amounts

received by Administrative Agent for the account of Lenders shall be
distributed by Administrative Agent to Lenders in accordance with their
prorata shares of the outstanding Loan Obligations at the time of such
distribution (or entirely to Administrative Agent in the case of payments
of interest, fees or principal with respect to the Swingline Loan or to
Administrative Agent for the account of Letter of Credit Issuer in the case
of reimbursable fees and interest with respect to Swingline Letters of
Credit) on the same Business Day when received, unless received after 12:00
n. (Central Time) in which case they shall be so distributed by 12:00 n.
(Central Time) on the next Business Day. All amounts received by any Lender
on account of the Loan Obligations, including amounts received by way of
setoff, shall be paid over promptly to Administrative Agent for
distribution to Lenders as provided above in this Section. Such
distributions shall be made according to instructions that each Lender may
give to Administrative Agent from time to time.

18. General.

18.1. Lenders' Right to Cure. Lenders may from time to time, in their
absolute discretion, for Borrower's account and at Borrower's expense, pay
(or, with the consent of Required Lenders, make a Revolving Loan Advance to
pay) any amount or do any act required of Borrower or any other Covered
Person hereunder or requested by Administrative Agent or Required Lenders
to preserve, protect, maintain or enforce the Loan Obligations, the
Collateral or Administrative Agent's Security Interests therein for the
benefit of Lenders, and which Borrower or such Covered Person fails to pay
or do within a reasonable period (not exceeding 90 days) after written
notice by any Lender or Administrative Agent. All payments that Lenders
make pursuant to this Section and all out-of-pocket costs and expenses that
Lenders pay or incur in connection with any action taken by them hereunder
shall be a part of the Loan Obligations, the repayment of which shall be
secured by the Collateral. Any payment made or other action taken by
Lenders pursuant to this Section shall be without prejudice to any right to
assert an Event of Default hereunder and to pursue Lenders' other rights
and remedies with respect thereto.

18.2. Rights Not Exclusive. Every right granted to Administrative Agent
and Lenders hereunder or under any other Loan Document or allowed to it at
law or in equity shall be deemed cumulative and may be exercised from time
to time.

18.3. Survival of Agreements. All covenants and agreements made herein and
in the other Loan Documents shall survive the execution and delivery of
this Agreement, the Notes and other Loan Documents and the making of every
Advance. All agreements, obligations and liabilities of Borrower under this
Agreement concerning the payment of money to Administrative Agent and
Lenders, including Borrower's obligations under Sections 18.5 and 18.6, but
excluding the obligation to repay the Loans and interest accrued thereon,
shall survive the repayment in full of the Loans and interest accrued
thereon, whether or not indefeasible, the return of the Notes to Borrower,
the termination of the Commitments and the expiration of all Letters of
Credit.

18.4. Assignments and Participations.

18.4.1. Permitted Assignments. At any time after the Effective
Date, any Lender may assign to one or more Eligible Assignees all or
a portion of its rights and

obligations under this Agreement (including all or a portion of the
Notes payable to it, its Commitments and its Loans), provided that
the terms of assignment satisfy the following requirements:

18.4.1.1. Administrative Agent shall have accepted the
assignment and (if no unwaived Event of Default has
occurred) Borrower shall have consented to the assignment,
which acceptance and consent shall not be unreasonably
withheld.

18.4.1.2. Each such assignment shall be of a constant, and
not a varying, percentage of all of the assigning Lender's
rights and obligations under this Agreement.

18.4.1.3. For each assignment involving the issuance and
transfer of Notes, the assigning Lender shall execute an
Assignment and Acceptance in the form attached hereto as
Exhibit 18.4.1 together with any Note subject to such
assignment and pay Administrative Agent a processing fee of
$3,500.

18.4.1.4. The minimum Commitment which shall be assigned
(which shall include the applicable portion of the assigning
Lender's Revolving Loan Commitment and Letter of Credit
Commitment (and in the case of Administrative Agent, the
Swingline Commitment)) is $10,000,000 (or $5,000,000 in the
case of an assignment from one existing Lender to another)
or such lesser amount which constitutes such Lender's entire
Commitment; provided, however, that no such minimum shall
apply between a Lender and its Affiliates.

18.4.1.5. The assignee shall have an office located in the
United States and is otherwise an Eligible Assignee.

Upon execution, delivery, and acceptance of such Assignment and
Acceptance, the assignee thereunder shall be a party hereto and, to
the extent of such assignment, have the obligations, rights, and
benefits of a Lender hereunder and the assigning Lender shall, to
the extent of such assignment, relinquish its rights and be released
from its obligations under this Agreement. Upon the consummation
of any assignment pursuant to this Section, the assignor,
the Administrative Agent and the Borrower shall make appropriate
arrangements so that, if required, new Notes are issued to the
assignor and the assignee. If the assignee is not incorporated under
the laws of the United States of America or a state thereof, it
shall deliver to the Borrower and the Administrative Agent
certification as to the exemption from deduction or withholding of
Taxes in accordance with Section 4.14.4. The assignee shall also
deliver to the Borrower and the Administrative Agent the
certifications required pursuant to Section 4.14.9 or 4.14.10, as
applicable.

18.4.2. Register; Consequences and Effect of Assignments. From and
after the effective date specified in any Assignment and Acceptance,
the assignee shall be deemed and treated as a party to this
Agreement and, to the extent that rights and obligations hereunder
and under the Notes held by the assignor have been assigned or

negotiated to the assignee pursuant to such Assignment and
Acceptance, to have the rights and obligations of a Lender hereunder
as fully as if such assignee had been named as a Lender in this
Agreement and of a holder of such Notes, and the assignor shall,
to the extent that rights and obligations hereunder or under such
Notes have been assigned or negotiated by it pursuant to such
Assignment and Acceptance, relinquish its rights and be released
from its future obligations under this Agreement.

18.4.3. Agreement of Assignee and Assignor. By executing and
delivering an Assignment and Acceptance, the assignor thereunder and
the assignee confirm to and agree with each other and the other
parties hereto substantially as follows: (i) the assignment made
under such Assignment and Acceptance is made under such Assignment
and Acceptance without recourse; (ii) such assignor makes no
representation or warranty and assumes no responsibility with
respect to the financial condition of any Covered Person or the
performance or observance by any Covered Person of any of its Loan
Obligations; (iii) such assignee confirms that it has received a
copy of this Agreement, together with copies of the Financial
Statements and such other Loan ocuments and other documents and
information as it has deemed appropriate to make its own credit
analysis and decision to enter into such Assignment and Acceptance;
(iv) such assignee will, independently and without reliance upon
Administrative Agent, such assignor, or any other Lender, and based
on such documents and information as it deems appropriate at the
time, continue to make its own credit decisions in taking or not
taking action under this Agreement; (v) such assignee appoints and
authorizes Administrative Agent to take such action as agent on its
behalf and to exercise such powers under this Agreement and the
other Loan Documents as are delegated to Administrative Agent by
the terms hereof and thereof, together with such powers as are
reasonably incidental thereto; and (vi) such assignee agrees that it
will perform in accordance with their terms all of the obligations
which by the terms of this Agreement are required to be performed by
it as a Lender and a holder of a Note.

18.4.4. Register of Assignments. The Administrative Agent shall
maintain at its address referred to herein a copy of each
Assignment and Acceptance delivered to and accepted by it and a
register for the recordation of the names and addresses of the
Lenders and the Commitment of, and principal amount of Loans owing
to, each Lender from time to time (the "Register"). The entries in
the Register shall be conclusive and binding for all purposes,
absent manifest error, and the Borrower, the Administrative Agent
and the Lenders may treat each Person whose name is recorded in the
Register as a Lender hereunder for all purposes of this Agreement.
The Register shall be available for inspection by the Borrower or
any Lender at any reasonable time and from time to time upon
reasonable prior notice. Upon its receipt of an Assignment and
Acceptance executed by the parties thereto, together with any Note
subject to such assignment and payment of the processing fee, the
Administrative Agent shall, if such Assignment and Acceptance has
been completed and is in substantially the form of Exhibit 18.4.1
hereto, (i) accept such Assignment and Acceptance, (ii) record the
information contained therein in the Register and (iii) give prompt
notice thereof to the parties thereto.

18.4.5. Notice to Borrower of Assignment. Upon its receipt of an
Assignment and Acceptance executed by an assigning Lender, if
Administrative Agent proposes to accept the assignment contemplated
thereby, Administrative Agent shall give prompt notice thereof to
Borrower requesting the consent of Borrower to such assignment,
which shall not be unreasonably withheld or delayed, it being
understood that Borrower may withhold consent if such assignment
would subject Borrower to the payment of additional amounts pursuant
to Section 4.12 or 4.14. Upon such consent, Borrower shall execute
and deliver replacement Notes to the assignor and assignee as
requested by Administrative Agent and necessary to give effect to
the assignment. If Borrower fails or refuses to execute and deliver
such replacement Notes after having given such consent,
Administrative Agent may, as agent and attorney-in-fact for
Borrower, execute and deliver such replacement Notes on behalf of
Borrower. Borrower hereby appoints Administrative Agent as its
agent and attorney-in-fact for such purpose and acknowledges that
such power is coupled with an interest and therefore irrevocable.
Administrative Agent shall not have any liability to Borrower or
anyone else, including any Lender, as a consequence of exercising
such power in any instance.

18.4.6. Assignment to Federal Reserve Bank. Notwithstanding any
other provision in this Agreement, any Lender may at any time assign
and pledge all or any portion of its Loans and its Note to any
Federal Reserve Bank as collateral security pursuant to Regulation
A and any Operating Circular issued by such Federal Reserve Bank.
No such assignment shall release the assigning Lender from its
obligations hereunder.

18.4.7. Information. Any Lender or Administrative Agent may furnish
any information concerning the Borrower, any other Covered Person or
any of their Subsidiaries in the possession of such Lender or
Administrative Agent, as the case may be, from time to time to
assignees and participants (including prospective assignees and
participants) provided that any such assignee or participant shall
first have agreed to be bound by confidentiality and nondisclosure
covenants in form and substance substantially similar to those in
Section 13.18.

18.4.8. Sale of Participations. Each Lender may sell participations
to one or more Persons (other than the Borrower or an Affiliate of
the Borrower) in all or a portion of its rights and obligations
under this Agreement (including all or a portion of its Commitment
and its Loans); provided, however, that (i) such Lender's
obligations under this Agreement shall remain unchanged, (ii) such
Lender shall remain solely responsible to the other parties hereto
for the performance of such obligations, (iii) the participant shall
be entitled to the benefit of the yield protection provisions
contained in Article 4.9 and the right of set-off contained in
Section 16.2.3, (iv) the amount of the participation shall be in a
minimum amount of $1,000,000 or such lesser amount which constitutes
such Lender's entire Commitment, provided, however, that no such
minimum amount shall apply to participations between any of Lenders
or between any Lender and any of its Affiliates; and (v) the
Borrower, the other Lenders and the Administrative
Agent shall continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under this
Agreement, and such Lender shall retain the

sole right to enforce the obligations of the Borrower relating to
its Loans, Advances and its Notes and to approve any amendment,
modification, or waiver of any provision of this Agreement (it
being understood that this shall not affect any rights of such
Lender or its participant as between each other with respect to
amendments, modifications, or waivers that (i) decrease the amount
of principal of the Loans, (ii) reduce the rate at which interest is
payable on the Loans, or (iii) extend the final maturity of the
Notes or the expiration date of any Letter of Credit, or (iv)
increase its Commitment if such increase is to be shared by any such
participant). Notwithstanding the foregoing: (x) the sale of any
such participations which require Borrower to file a registration
statement with the SEC or under the securities Laws of any state
shall not be permitted, and (y) the sale by any Lender of
participations aggregating 50% or more of its Commitments and
with respect to which the right of such Lender solely to approve
any amendment, modification, or waiver of any provision of this
Agreement requires the consent of or approval of such participants
shall require the consent of Domestic Borrower, which shall not be
unreasonably withheld or delayed.

18.5. Payment of Expenses. Borrower agrees to pay or reimburse to
Administrative Agent all of Administrative Agent's reasonable out-of-pocket
costs incurred in connection with: Administrative Agent's due diligence
review before execution of the Loan Documents; the negotiation and
preparation of proposals, a commitment letter and the Loan Documents; the
syndication of the Loans; the administration of this Agreement, the Loan
Documents, the Loans, and the Letters of Credit; the perfection of
Administrative Agent's Security Interests in the Collateral; the
interpretation of any of the Loan Documents; the enforcement of
Administrative Agent's rights and remedies under the Loan Documents after a
Default or Event of Default; any amendment of or supplementation to any of
the Loan Documents; and any waiver, consent or forbearance with respect to
any Default or Event of Default. Borrower agrees to pay or reimburse to
each Lender all of such Lender's reasonable out-of-pocket costs incurred in
connection with the enforcement of such Lender's rights and remedies under
the Loan Documents after a Default or Event of Default. Administrative
Agent's reasonable and customary out-of-pocket costs may include but are
not limited to the following, to the extent they are actually paid or
incurred by Administrative Agent: the cost of searches for Security
Interests and judgments existing against Covered Persons; recording and
filing fees; recording taxes; appraisal fees; environmental consultant
fees; litigation costs; and all attorneys' and paralegals' expenses and
reasonable fees. Attorneys' and paralegals' expenses may include but are
not limited to filing charges; telephone, data transmission, facsimile and
other communication costs; courier and other delivery charges; and
photocopying charges. Litigation costs may include but are not limited to:
filing fees, deposition costs, expert witness fees, expenses of service of
process, and other such costs paid or incurred in any administrative,
arbitration, or court proceedings involving a Lender and any Covered
Person, including proceedings under the Federal Bankruptcy Code. All costs
which Borrower is obligated to pay or reimburse Administrative Agent or
such Lender are Loan Obligations payable to Administrative Agent or such
Lender and are payable on demand by Administrative Agent or such Lender.

18.6. General Indemnity.

18.6.1. Borrower (each an "Indemnifying Party") agree to indemnify,
defend and hold harmless the Administrative Agent and each Lender
and each of their affiliates
and their respective officers, directors, employees, agents, and
advisors (each, an "Indemnified Party") from and against any and all
claims, damages, losses, liabilities, costs, and expenses, including
reasonable attorneys' fees, that may be incurred by or asserted or
awarded against any Indemnified Party, in each case arising out of
or in connection with or by reason of (including in connection with
any investigation, litigation, or proceeding or preparation of
defense in connection therewith) (i) the Loan Documents, (ii)
any of the transactions contemplated herein or the actual or
proposed use of the proceeds of the Loans (including any Permitted
Acquisition), (iii) the manufacture, storage, transportation,
release or disposal of any Hazardous Material on, from, over or
affecting any of the assets, properties, or operations of any
Covered Person or any predecessor in interest, directly or
indirectly (collectively, "Indemnified Liabilities"); provided,
however, that no Borrower shall have any obligation hereunder with
respect to Indemnified Liabilities arising from (i) the willful
misconduct or gross negligence of, or the willful breach of a
material provision of the Loan Documents by, the party seeking
indemnification, (ii) legal proceedings commenced against the
Administrative Agent or any Lender by any security holder or
creditor thereof arising solely out of and based solely upon rights
afforded any such security holder or creditor solely in its capacity
as such, (iii) any Tax imposed upon the Administrative Agent or any
Lender as a consequence of its failure to comply with Sections
4.14.4, 4.14.9, or 4.14.10, or (v) Taxes imposed and costs and
expenses incurred as a result of a transfer or assignment of any
Note or some or all of its rights hereunder or a participation
therein. In the case of an investigation, litigation or other
proceeding to which the indemnity in this Section applies, such
indemnity shall be effective whether or not such investigation,
litigation or proceeding is brought by an Indemnified Party or any
other Person, or any Indemnified Party is otherwise a party
thereto, and whether or not the transactions contemplated hereby
are consummated.

18.6.2. An Indemnified Party shall give written notice to the
Indemnifying Party promptly after the Indemnified Party receives
actual notice of any claim, action, suit, loss, cost, liability,
damage or expense incurred or instituted for which the indemnifica-
tion is sought. If requested by the Indemnifying Party in writing,
the Indemnified Party shall contest at the sole expense of the
Borrowers the validity, applicability and/or amount of such suit,
action, or cause of action to the extent such contest may be con-
ducted in good faith on legally supportable grounds; provided,
however, that if there is an Existing Default or if the Indemnifying
Party fails to deposit promptly with Administrative Agent, upon the
Indemnified Party's request therefor, funds in an amount sufficient
to pay the reasonably anticipated cost of such contest, then the
Indemnified Party shall not be required to do so; and if an Event of
Default occurs after such contest is undertaken, the Indemnified
Party may discontinue or settle the contest in such reasonable
manner as it deems appropriate and may apply any unexpended funds so
deposited to the payment of any such settlement and remit the
remainder (if any) to Administrative Agent for application to the
Loan Obligations as provided herein.

18.6.3. If any lawsuit or enforcement action is filed against any
party entitled to the benefit of indemnity under this Section 18.6,
the Indemnified Party shall give written notice thereof to the
Indemnifying Party as soon as practicable (and in any event within
20 days after the service of any citation or summons). Not-
withstanding the foregoing, the failure so to notify the
Indemnifying Party as provided in this Section will not relieve the
Indemnifying Party of its indemnification obligation under this
Section 18.6. If the Indemnifying Party acknowledges in writing
to the Indemnified Party that the Indemnifying Party is obligated
under the terms of its indemnity under this Section 18.6 in
connection with such lawsuit or action and if the Indemnified Party
so agrees and there is no Existing Default, the Indemnifying Party
may take control of the defense and investigation of such lawsuit
or action and engage counsel of its own choice reasonably acceptable
to the Indemnified Party to handle and defend the same, at the
Indemnifying Party's sole cost, risk and expense, provided that the
engagement of such counsel by the Indemnifying Party would not
present a conflict of interest which would prevent such counsel from
effectively defending such action on behalf of the Indemnified
Party. If at any time thereafter, (i) the defendants in, or targets
of, any such lawsuit or action include both the Indemnified Party
and Indemnifying Party, and the Indemnified Party reasonably
concludes that there may be legal defenses available to it that are
different from or in addition to those available to the Indemnifying
party, or (ii) the Indemnifying Party fails to assume the defense of
the lawsuit or action or to employ counsel reasonably satisfactory
to such Indemnified Party, in either case in a timely manner, or
(iii) the Indemnifying Party and its counsel do not prosecute the
defense with diligence and in good faith, or (iv) an Event of
Default occurs, then the Indemnified Party may take control of such
lawsuit or action and employ separate counsel to represent or defend
it in any such action or proceeding and the Indemnifying Party shall
pay the fees and disbursements of such counsel. The party not
controlling such lawsuit or action shall cooperate (with all out of
pocket costs and expenses associated therewith to be paid by the
Indemnifying Party) in all reasonable respects with the party
controlling such lawsuit or action and its attorneys in the
investigation, trial and defense of such lawsuit or action and any
appeal arising therefrom. If no Event of Default has occurred, the
Indemnified Party shall not settle such lawsuit or enforcement
action without the prior written consent of the Indemnifying Party.
In no event shall the Indemnifying Party settle such lawsuit or
enforcement action without the written consent of the Indemnified
Party.

18.6.4. The obligations of Borrower under this Section 18.6 shall
survive the termination of the Commitments, the expiration of the
Letters of Credit, the indefeasible full payment and satisfaction of
all of the Loan Obligations, and the release of the Collateral.

18.6.5. To the extent that any of the indemnities required from
Borrower under this Section are unenforceable because they violate
any Law or public policy, Borrower shall pay the maximum amount
which it is permitted to pay under applicable Law.

18.6.6. Borrower may not assert any claim against the Administra-
tive Agent, any Lender, any of their affiliates, or any of their
respective directors, officers, employees, attorneys, agents, and
advisers, on any theory of liability, for special,

indirect, consequential, or punitive damages arising out of or
otherwise relating to the Loan Documents, any of the transactions
contemplated herein or the actual or proposed use of the proceeds of
the Loans.

18.7. Letters of Credit. Borrower assumes all risks of the acts or
omissions of any beneficiary of any of the Letters of Credit. Neither
Letter of Credit Issuer, Administrative Agent, or any Lender nor any of
their respective directors, officers, employees, agents, or representatives
shall be liable or responsible for: (a) the use which may be made of any of
the Letters of Credit or for any acts or omissions of beneficiary in
connection therewith; (b) the validity, sufficiency or genuineness of
documents, or of any endorsement(s) thereon, even if such documents should
in fact prove to be in any or all respects invalid, insufficient,
fraudulent or forged; (c) payment by Letter of Credit Issuer against
presentation of documents which, on their face, appear to comply with the
terms of any Letter of Credit, even though such documents may fail to bear
any reference or adequate reference to any such Letter of Credit; or (d)
any other circumstances whatsoever in making or failing to make payment
under any Letter of Credit in connection with which Letter of Credit Issuer
would, pursuant to the Uniform Customs and Practices for Documentary
Credits (1993 Revision), International Chamber of Commerce Publication No.
500 (as amended from time to time), be absolved from liability. In
furtherance and not in limitation of the foregoing, Letter of Credit Issuer
may accept documents that appear on their face to be in order, without
responsibility for further investigation, regardless of any notice or
information to the contrary.

18.8. Currency Indemnity. If under any Law, whether as a result of a
judgment against Borrower or any other Covered Person or any Guarantor or
the liquidation of Borrower, any other Covered Person, or any Guarantor or
for any other reason, any payment to (or for the benefit of) the
Administrative Agent or any Lender under or in connection with the Loan
Documents is made or is recovered in a currency other than that which it is
required to be paid, then, to the extent that such payment (when converted
at the rate of exchange on the date of payment) falls short of the amount
unpaid under the Loan Documents, Borrower shall as a separate and
independent obligation fully indemnify Administrative Agent and the Lenders
against the amount of the shortfall; and for the purposes of this Section
"rate of exchange" means the rate at which Administrative Agent or such
Lender is able on the relevant date to purchase the currency in which the
payment is required to be paid with the currency in which the payment is in
fact made or recovered. This provision shall not be construed as a consent
by Administrative Agent or any Lender to payment in any currency other than
the currency in which payment is required to be made under the applicable
provisions of this Agreement and the other Loan Documents. To the extent
that such payment (when so converted) exceeds the amount of the applicable
Loan Obligation, such excess shall be applied in accordance with Sections
16.3, 16.4 or 17.10, as appropriate.

18.9. Changes in Accounting Principles. If any Covered Person, at the end
of its fiscal year and with the concurrence of its independent certified
public accountants, changes the method of valuing the Inventory of such
Covered Person, or if any other changes in accounting principles from those
used in the preparation of any of the Financial Statements are required by
or result from the promulgation of principles, rules, regulations,
guidelines, pronouncements or opinions by the Financial Accounting
Standards Board or the American Institute of Certified Public

Accountants (or successors thereto or bodies with similar functions), and
any of such changes result in a change in the method of calculation of, or
affect the results of such calculation of, any of the financial covenants,
standards or terms found herein, then the parties hereto agree to enter
into and diligently pursue negotiations in order to amend such financial
covenants, standards or terms so as to equitably reflect such changes, with
the desired result that the criteria for evaluating the financial condition
and results of operations of such Covered Person shall be the same after
such changes as if such changes had not been made; provided, however, that
until such changes are made, all financial covenants herein and all the
provisions hereof which contemplate financial calculation hereunder shall
remain in full force and effect.

18.10. Records. The date and amount of all Advances to Borrower and
payments of amounts due from Borrower under the Loan Documents will be
recorded in the records that Administrative Agent normally maintains for
such types of transactions. The failure to record, or any error in
recording, any of the foregoing shall not, however, affect the obligation
of Borrower to repay the Loans and other amounts payable under the Loan
Documents. Borrower shall have the burden of proving that such records are
not correct. Borrower agrees that Administrative Agent's and any Lender's
books and records showing the Loan Obligations and the transactions
pursuant to this Agreement shall be admissible in any action or proceeding
arising therefrom, and shall constitute prima facie proof thereof,
irrespective of whether any Loan Obligation is also evidenced by a
promissory note or other instrument. Administrative Agent will provide to
Borrower a monthly statement of Advances, payments, and other transactions
pursuant to this Agreement. Such statement shall be deemed correct,
accurate and binding on Borrower and an account stated (except for
reversals and reapplications of payments as provided in Section 6.6 and
corrections of errors discovered by Administrative Agent or a Lender),
unless Borrower notifies Administrative Agent in writing to the contrary
within 30 days after such statement is rendered. In the event a timely
written notice of objections is given by Borrower, only the items to which
exception is expressly made will be considered to be disputed by Borrower.

18.11. Other Security and Guaranties. Administrative Agent or any Lender
may, without notice or demand and without affecting Borrower's obligations
hereunder, from time to time: (a) take from any Person and hold collateral
(other than the Collateral) for the payment of all or any part of the Loan
Obligations and exchange, enforce and release such collateral or any part
thereof; and (b) accept and hold any endorsement or guaranty of payment of
all or any part of the Loan Obligations and release or substitute any such
endorser or guarantor, or any Person who has given any Security Interest in
any other collateral as security for the payment of all or any part of the
Loan Obligations, or any other Person in any way obligated to pay all or
any part of the Loan Obligations.

19. Miscellaneous.

19.1. Notices. All notices, consents, requests and demands to or upon the
respective parties hereto shall be in writing, and shall be deemed to have
been given or made when delivered in person to those Persons listed on the
signature pages hereof or three Business Days after being deposited in the
United States mail, postage prepaid, or, in the case of telegraphic notice,
or the overnight courier services, after being delivered to the telegraph
company or in the case of an overnight courier service, on the Business Day
following delivery to the overnight courier

service, or in the case of telex or telecopy notice, when sent,
verification received, in each case addressed as set forth on the signature
pages hereof, or such other address as either party may designate by notice
to the other in accordance with the terms of this Section. No notice given
to or demand made on Borrower by Administrative Agent or any Lender in any
instance shall entitle Borrower to notice or demand in any other instance.

19.2. Amendments and Modifications; Waivers and Consents. Unless otherwise
provided herein, no amendment to or modification of any provision of this
Agreement, or of any of the other Loan Documents shall be effective unless
it is in writing and signed by authorized officers of Borrower and Required
Lenders. Unless otherwise provided herein, no waiver of, or consent to any
departure by Borrower from, the requirements of any provision of this
Agreement or any of the other Loan Documents shall be effective unless it
is in writing and signed by authorized officers of the Required Lenders.
Any such amendment, modification, waiver or consent shall be effective only
in the specific instance and for the purpose for which given. The foregoing
notwithstanding, no such amendment, modification, waiver or consent shall,
unless signed by authorized officers of Borrower and of all the Lenders:
(i) change any Revolving Loan Commitment of any Lender, or change the
Letter of Credit Commitment or subject any Lender or the Letter of Credit
Issuer to a greater obligation than expressly provided for in this
Agreement, (ii) reduce or forgive the repayment of principal of any Advance
or the reimbursement of any draw on a Letter of Credit or change the rate,
or mechanism for determining the rate, of interest on any Advance or any
fees or other amounts payable by Borrower hereunder, (iii) change the
regularly scheduled dates for payments of principal or interest of any
Advance or other fees or amounts payable to any Lender under the Loan
Documents (including, without limitation, the Revolving Loan Maturity
Date), (iv) change the provisions of Section 17 to the detriment of any
Lender, (v) change the definition of Required Lenders herein, (vi) change
the provisions of this Section, (vii) release any of the Collateral or any
Covered Person or any Guarantor from its obligations under the Loan
Documents, or (viii) change any provisions of this Agreement requiring
ratable distributions to Lenders. No notice to or demand on Borrower in any
instance shall entitle Borrower to any other or further notice or demand in
another similar or different instance. No failure by Administrative Agent
or any Lender to exercise, and no delay by Administrative Agent or any
Lender in exercising, any right, remedy, power or privilege hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise by
Administrative Agent or any Lender of any right, remedy, power or privilege
hereunder preclude any other exercise thereof, or the exercise of any other
right, remedy, power or privilege existing under any Law or otherwise.

19.3. Rights Cumulative. Each of the rights and remedies of Administrative
Agent and the Lenders under this Agreement shall be in addition to all of
its other rights and remedies under applicable Law, and nothing in this
Agreement shall be construed as limiting any such rights or remedies.

19.4. Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and, subject to and as provided
in Section 18.4, all future holders of the Notes and their respective
successors and assigns, except that Borrower may not assign, delegate or
transfer any of its rights or obligations under this Agreement without the
prior written consent of Administrative Agent and the Required Lenders.
With respect to Borrower's successors and

assigns, such successors and assigns shall include any receiver, trustee or
debtor-in-possession of or for Borrower.

19.5. Severability. Any provision of this Agreement which is prohibited,
unenforceable or not authorized in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition,
unenforceability or lack of authorization without invalidating the
remaining provisions hereof or affecting the validity, enforceability or
legality of such provision in any other jurisdiction unless the
ineffectiveness of such provision would result in such a material change as
to cause completion of the transactions contemplated hereby to be
unreasonable.

19.6. Counterparts. This Agreement may be executed by the parties hereto
on any number of separate counterparts, and all such counterparts taken
together shall constitute one and the same instrument. It shall not be
necessary in making proof of this Agreement to produce or account for more
than one counterpart signed by the party to be charged.

19.7. Governing Law; No Third Party Rights. This Agreement, the Notes and
the other Loan Documents and the rights and obligations of the parties
hereunder and thereunder shall be governed by and construed and interpreted
in accordance with the internal Laws of the State of Missouri applicable to
contracts made and to be performed wholly within such state, without regard
to choice or conflicts of law principles. This Agreement is solely for the
benefit of the parties hereto and their respective successors and permitted
assigns, and no other Person shall have any right, benefit, priority or
interest under, or because of the existence of, this Agreement.

19.8. Counterpart Facsimile Execution. For purposes of this Agreement, a
document (or signature page thereto) signed and transmitted by facsimile
machine or telecopier is to be treated as an original document. The
signature of any Person thereon, for purposes hereof, is to be considered
as an original signature, and the document transmitted is to be considered
to have the same binding effect as an original signature on an original
document. At the request of any party hereto, any facsimile or telecopy
document is to be re-executed in original form by the Persons who executed
the facsimile or telecopy document. No party hereto may raise the use of a
facsimile machine or telecopier or the fact that any signature was
transmitted through the use of a facsimile or telecopier machine as a
defense to the enforcement of this Agreement or any amendment or other
document executed in compliance with this Section.

19.9. No Other Agreements. There are no other agreements between
Administrative Agent, Lenders, and Borrower, oral or written, concerning
the subject matter of the Loan Documents, and all prior agreements
concerning the same subject matter, including any proposal or commitment
letter, are merged into the Loan Documents and thereby extinguished.

19.10. Negotiated Transaction; No Fiduciary Duty. Borrower, Administrative
Agent and each Lender represent each to the others that in the negotiation
and drafting of this Agreement and the other Loan Documents they have been
represented by and have relied upon the advice of counsel of their choice.
Borrower and Administrative Agent affirm that their counsel have both had
substantial roles in the drafting and negotiation of this Agreement and
each Lender affirms that its counsel has participated in the drafting and
negotiation of this Agreement; therefore, this Agreement will be deemed
drafted by all of Borrower, Administrative Agent and Lenders, and

the rule of construction to the effect that any ambiguities are to be
resolved against the drafter will not be employed in the interpretation of
this Agreement. Borrower acknowledges that neither Administrative Agent nor
any Lender has any fiduciary relationship with or fiduciary duty to
Borrower arising out of or in connection with this Agreement or any of the
other Loan Documents, and the relationship between Administrative Agent and
the Lenders, on the one hand, and Borrower, on the other hand, in
connection herewith or therewith is solely that of debtor and creditor, and
that no joint venture is created hereby or by the other Loan Documents or
exists by virtue of the transactions contemplated hereby among the Lenders,
among the Borrower and the Lenders, or between Borrower and Administrative
Agent.

19.11. CHOICE OF FORUM. SUBJECT ONLY TO THE EXCEPTION IN THE NEXT SENTENCE,
BORROWER, ADMINISTRATIVE AGENT, AND EACH LENDER HEREBY AGREES TO THE
EXCLUSIVE JURISDICTION OF THE FEDERAL COURT OF THE EASTERN DISTRICT OF
MISSOURI AND THE STATE COURTS OF MISSOURI LOCATED IN THE CITY OR COUNTY OF
ST. LOUIS AND WAIVES ANY OBJECTION BASED ON VENUE OR FORUM NON CONVENIENS
WITH RESPECT TO ANY ACTION INSTITUTED THEREIN, AND AGREES THAT ANY DISPUTE
CONCERNING THE RELATIONSHIP BETWEEN ADMINISTRATIVE AGENT, LENDERS, AND
BORROWER OR THE CONDUCT OF ANY OF THEM IN CONNECTION WITH THIS AGREEMENT OR
OTHERWISE SHALL BE HEARD ONLY IN THE COURTS DESCRIBED ABOVE.
NOTWITHSTANDING THE FOREGOING: (1) ADMINISTRATIVE AGENT OR ANY LENDER SHALL
HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST BORROWER OR ITS
PROPERTY IN ANY COURTS OF ANY OTHER JURISDICTION ADMINISTRATIVE AGENT OR
ANY LENDER DEEM NECESSARY OR APPROPRIATE IN ORDER TO REALIZE ON THE
COLLATERAL, AND (2) EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT ANY
APPEALS FROM THE COURTS DESCRIBED IN THE IMMEDIATELY PRECEDING SENTENCE MAY
HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE THOSE JURISDICTIONS.

19.12. SERVICE OF PROCESS. BORROWER HEREBY WAIVES PERSONAL SERVICE OF ANY
AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY
BE MADE BY REGISTERED MAIL (RETURN RECEIPT REQUESTED) DIRECTED TO BORROWER
AT ITS ADDRESS SET FORTH ON THE SIGNATURE PAGES HEREOF, AND SERVICE SO MADE
SHALL BE DEEMED TO BE COMPLETED FIVE (5) DAYS AFTER THE SAME SHALL HAVE
BEEN SO DEPOSITED IN THE U.S. MAILS; OR AT ADMINISTRATIVE AGENT'S OR ANY
LENDER'S OPTION, BY SERVICE UPON UNITED STATES CORPORATION COMPANY, WHICH
BORROWER IRREVOCABLY APPOINTS AS BORROWER'S AGENT FOR THE PURPOSE OF
ACCEPTING SERVICE OF PROCESS WITHIN THE STATE OF MISSOURI. ADMINISTRATIVE
AGENT OR SUCH LENDER SHALL PROMPTLY FORWARD BY REGISTERED MAIL ANY PROCESS
SO SERVED UPON SAID AGENT TO BORROWER AT ITS ADDRESS ON THE SIGNATURE PAGES
HEREOF. NOTHING IN THIS SECTION SHALL AFFECT THE RIGHT OF ADMINISTRATIVE
AGENT OR ANY LENDER TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY
LAW.

19.13. JURY TRIAL. BORROWER, ADMINISTRATIVE AGENT, AND EACH LENDER HEREBY
WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF
ACTION (1) ARISING UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR (2)
IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE
PARTIES HERETO OR EITHER OF THEM IN RESPECT OF THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT, OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE
WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT
OR TORT OR OTHERWISE. BORROWER, ADMINISTRATIVE AGENT, AND EACH LENDER
AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION
SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT EITHER MAY FILE AN
ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN
EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT
TO TRIAL BY JURY.

19.14. Incorporation By Reference. All of the terms of the other Loan
Documents are incorporated in and made a part of this Agreement by this
reference.

19.15. Statutory Notice. The following notice is given pursuant to Section
432.045 of the Missouri Revised Statutes; nothing contained in such notice
shall be deemed to limit or modify the terms of the Loan Documents:

ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR
FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW
SUCH DEBT ARE NOT ENFORCEABLE. TO PROTECT YOU (BORROWER) AND US (CREDITOR)
FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING
SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND
EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER
AGREE IN WRITING TO MODIFY IT.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK]

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by appropriate duly authorized officers on August 28, 1997.

DT Industries, Inc. NationsBank, N.A., as Administrative
by its Agent and a Lender
by its

/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------------------- ----------------------------------
Name: Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Vice President

Notice Address: Notice Address and "Applicable Lending
Office":
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇-▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn:

FAX # ▇▇▇-▇▇▇-▇▇▇▇ FAX # ▇▇▇-▇▇▇-▇▇▇▇
TEL # ▇▇▇-▇▇▇-▇▇▇▇ TEL # ▇▇▇-▇▇▇-▇▇▇▇

DT Industries (UK) II Limited ▇▇▇▇▇▇ Canada Inc.
by its by its

/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------- ----------------------------------
Name: Name:

Notice Address: Notice Address:
Corporate Centre, Suite 2-300 Corporate Centre, Suite 2-300
1949 E. Sunshine ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

FAX # ▇▇▇-▇▇▇-▇▇▇▇ FAX # ▇▇▇-▇▇▇-▇▇▇▇
TEL # ▇▇▇-▇▇▇-▇▇▇▇ TEL # ▇▇▇-▇▇▇-▇▇▇▇

DT Canada Inc. ASSEMBLY TECHNOLOGIE &
by its AUTOMATION GMBH
by its

/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------- ----------------------------------
Name: Name:

FAX # ▇▇▇-▇▇▇-▇▇▇▇ FAX # ▇▇▇-▇▇▇-▇▇▇▇
TEL # ▇▇▇-▇▇▇-▇▇▇▇ TEL # ▇▇▇-▇▇▇-▇▇▇▇

EXHIBIT 2.1

GLOSSARY AND INDEX OF DEFINED TERMS

ACQUIRING COMPANY -- the Person obligated to pay or provide the consideration
payable in connection with a Permitted Acquisition upon the consummation
thereof.

ACQUISITION DOCUMENTS -- in the case of any Permitted Acquisition, the documents
to which Borrower or any other Covered Person is a party and under which such
Permitted Acquisition is contemplated.

ADJUSTED BASE RATE -- is defined in Section 4.3.

ADJUSTED EURODOLLAR RATE -- is defined in Section 4.3.

ADMINISTRATIVE AGENT -- NationsBank in its capacity as Administrative Agent
under this Agreement, and its successors and assigns in such capacity.

ADVANCE -- a Revolving Loan Advance or a Swingline Advance.

ADVANCE DATE -- the date on which an Advance is requested by Borrower to be
made, or is otherwise contemplated or intended to be made, as provided herein.

AFFILIATE -- with respect to any Person, (a) any other Person who is a partner,
director, officer or stockholder of such Person; and (b) any other Person which,
directly or indirectly, is in control of, is controlled by or is under common
control with such Person, and any partner, director, officer or stockholder of
such other Person described. For purposes of this Agreement, control of a Person
by another Person shall be deemed to exist if such other Person has the power,
directly or indirectly, either to (i) vote twenty percent (20%) or more of the
securities having the power to vote in an election of directors of such Person,
or (ii) direct the management of such Person, whether by contract or otherwise
and whether alone or in combination with others.

AGGREGATE CANADIAN TERM LOAN -- the from time to time outstanding principal
balance of the term loans to the Canadian Borrowers that have been continued
outstanding as provided in Section 3.6.

AGGREGATE OFFSHORE CURRENCY REVOLVING LOAN COMMITMENT -- the aggregate
commitments of Lenders to fund Revolving Loan Advances in Offshore Currencies as
provided in Section 3.1, as it may be reduced as stated in Section 3.3.

AGGREGATE REVOLVING LOAN -- the from time to time outstanding principal balance
of all Revolving Loan Advances.

AGGREGATE REVOLVING LOAN COMMITMENT -- the aggregate commitments of Lenders to
fund Revolving Loan Advances as provided in Section 3.1, as it may be reduced as
stated in Section 3.3.

APPLICABLE LENDING OFFICE -- means, for each Lender and for each Loan, the
"Applicable Lending Office" of such Lender (or of an affiliate of such Lender)
designated for such Loan on the signature pages hereof or such other office of
such Lender (or an affiliate of such Lender) as such Lender may from time to
time specify to the Administrative Agent and the Borrower by written notice in
accordance with the terms hereof as the office by which its Loans are to be made
and maintained.

APPLICABLE CURRENCY -- as to any Advance or any conversion or continuation of a
Eurodollar Loan, Dollars or the Offshore Currency in which it is requested to be
denominated by the applicable Borrower as provided herein; and as to any Letter
of Credit, Dollars or the Offshore Currency in which its face amount is
requested to be denominated by the applicable Borrower as provided herein.

BASE RATE ADVANCE -- an Advance that will become a Base Rate Loan.

BASE RATE INCREMENT -- is defined in Section 4.3.

BASE RATE LOAN -- any portion of a Loan on which interest accrues at the
Adjusted Base Rate; provided, however, no Offshore Currency Loan shall bear
interest at the Adjusted Base Rate.

BENEFICIAL OWNER -- as defined in Rule 13-D-3 of the Securities and Exchange
Commission.

BORROWING OFFICER -- each officer of Borrower who is authorized to submit a
request for an Advance or the issuance of a Letter of Credit on behalf of
Borrower.

BUSINESS DAY -- a day other than a Saturday, Sunday or other day on which
commercial banks are authorized or required to close under the Laws of either
the United States or the State of Missouri.

CANADIAN BORROWERS -- ▇▇▇▇▇▇ Canada Inc. and DT Canada Inc.

CANADIAN TERM LOAN -- each Lender's share of the Aggregate Canadian Term Loan.

CANADIAN TERM LOAN MATURITY DATE -- The date when the Canadian Term Loan and all
unpaid interest accrued thereon is due as provided in Section 6.1.2.

CAPITAL EXPENDITURE -- an expenditure for an asset that must be depreciated or
amortized under GAAP, for goodwill, or for any asset that under GAAP must be
treated as a capital asset, including payments under Capital Leases. An
expenditure for purposes of this definition includes any deferred or seller
financed portion of the purchase price of an asset and the original capitalized
amount of a Capital Lease.

CAPITAL LEASE -- any lease that has been or should be capitalized under GAAP.

CENTRAL TIME -- local time in St. Louis, Missouri.

CHARTER DOCUMENTS -- the articles or certificate of incorporation and bylaws of
a corporation; the certificate of limited partnership and partnership agreement
of a limited partnership; the partnership agreement of a general partnership;
the articles of organization and operating agreement of a limited liability
company; or the indenture of a trust.

CLAIMS ACT -- the Assignment of Claims Act of 1940.

COBRA -- the Consolidated Omnibus Budget Reconciliation Act.

CODE -- the Internal Revenue Code of 1986 and all regulations thereunder of the
IRS, as amended from time to time.

COLLATERAL -- the stock and all other property which is pledged as required in
Section 8.

COMMITMENT -- the Revolving Loan Commitment of a Lender, the Swingline
Commitment of Administrative Agent, or the Letter of Credit Commitment of Letter
of Credit Issuer.

COMMONLY CONTROLLED ENTITY -- a Person which is under common control with
another Person within the meaning of Section 414(b) or (c) of the Code.

CONTRACT -- any contract, note, bond, indenture, deed, mortgage, deed of trust,
security agreement, pledge, hypothecation agreement, assignment, or other
agreement or undertaking, or any security.

DEFAULT -- any of the events listed in Section 16.1 of this Agreement, without
giving effect to any requirement for the giving of notice, for the lapse of
time, or both, or for the happening of any other condition, event or act.

DEFAULT RATE -- the rate of interest payable on each Loan after its Maturity and
in certain other circumstances as provided in Section 4.8.

DETERMINATION DATE EXCHANGE RATE -- (i) in the case of any Advance denominated
in an Offshore Currency or a Letter of Credit whose face amount is denominated
in an Offshore Currency, the Spot Rate of Exchange as of the date two Business
Days preceding the date such Advance is to be made or such Letter of Credit is
to be issued, (ii) in the case of any Eurodollar Loan that is continued for an
additional Interest Period as provided herein or a Base Rate Loan that is
converted to a Eurodollar Loan as provided herein, the Spot Rate of Exchange two
Business Days preceding the effective date of such continuation or conversion,
(iii) in the case of a drawing under a Letter of Credit whose face amount is
denominated in an Offshore Currency, the Spot Rate of Exchange as of the date of
such drawing, and (iv) in any other case in which the value in Dollars of an
Offshore Currency must be determined hereunder as of any date, the Spot Rate of
Exchange two Business Days preceding such date, or if such Spot Rate of Exchange
cannot be determined by Administrative Agent, the rate of exchange of such
Offshore Currency into Dollars as reported in the most recent edition of the
Wall Street Journal.

DEUTSCHE MARKS and the sign DM -- the official currency of Germany.

DISCLOSURE SCHEDULE -- the disclosure schedule of Borrower attached hereto as
Exhibit 11.

DOL -- the United States Department of Labor.

DOLLAR LOAN -- Loans denominated and payable in Dollars.

iii

DOLLARS and the sign $ -- lawful money of the United States.

DOLLAR EQUIVALENT AMOUNT -- (i) with respect to any amount denominated in
Dollars, such amount, or (ii) with respect to any amount denominated in an
Offshore Currency, the equivalent amount in Dollars based on the applicable
Determination Date Exchange Rate as determined by Administrative Agent (or, in
the case of a reimbursement obligation with respect to a draw on a Letter of
Credit whose face amount is denominated in an Offshore Currency, as determined
by Letter of Credit Issuer).

DOMESTIC BORROWER -- DT Industries, Inc.

DOMESTIC REVOLVING LOAN -- a Revolving Loan to Domestic Borrower.

EFFECTIVE DATE -- the date when this Agreement is effective as provided in
Section 1.

ELIGIBLE ASSIGNEE -- means (i) a Lender; (ii) an affiliate of a Lender; and
(iii) any other Person approved by the Administrative Agent with the consent of
the Borrower, not to be unreasonably withheld or delayed; provided, however,
that neither the Borrower nor an Affiliate of the Borrower shall qualify as an
"Eligible Assignee."

EMPLOYMENT LAW -- ERISA, the Occupational Safety and Health Act, the Fair Labor
Standards Act, or any other Law pertaining to the terms or conditions of labor
or safety in the workplace or discrimination or sexual harassment in the
workplace.

ENVIRONMENTAL LAW -- the Resource Conservation and Recovery Act, the
Comprehensive Environmental Response, Compensation and Liability Act, the Clean
Water Act, the Clean Air Act, or any other Law pertaining to environmental
quality or remediation of Hazardous Material.

EPA -- the United States Environmental Protection Agency.

ERISA -- the Employee Retirement Income Security Act of 1974.

ERISA AFFILIATE -- as to any Person, any trade or business (irrespective of
whether incorporated) which is a member of a group of which such Person is a
member and thereafter treated as a single employer under section 414(b), (c),
(m) or (o) of the Code or applicable Treasury Regulations.

EURODOLLAR ADVANCE -- an Advance that will become a Eurodollar Loan.

EURODOLLAR INCREMENT -- is defined in Section 4.3.

EURODOLLAR LOAN -- any portion of a Loan on which interest accrues at the
Adjusted Eurodollar Rate.

EURODOLLAR RATE -- is defined in Section 4.3.

EVENT OF DEFAULT -- any of the events listed in Section 16.1 of this Agreement
as to which any requirement for the giving of notice, for the lapse of time, or
both, or for the happening of any further condition, event or act has been
satisfied.

EXISTING DEFAULT -- a Default which has occurred and is continuing, or an Event
of Default which has occurred, and which has not been waived in writing by
Administrative Agent.

FEDERAL FUNDS RATE -- for any day, the rate per annum (rounded upwards, if
necessary, to the nearest 1/100 of 1%) equal to the weighted average of the
rates on overnight federal funds transactions with members of the Federal
Reserve System arranged by federal funds brokers on such day, as published by
the Federal Reserve Bank of New York on the Business Day next succeeding such
day; provided that (a) if such day is not a Business Day, the Federal Funds Rate
for such day shall be such rate on such transactions on the next preceding
Business Day as so published on the next succeeding Business Day, and (b) if no
such rate is so published on such next succeeding Business Day, the Federal
Funds Rate for such day shall be the average rate charged to the Administrative
Agent (in its individual capacity) on such day on such transactions as
determined by the Administrative Agent.

FINANCIAL STATEMENTS -- the most recent of the Initial Financial Statements and
the financial statements required to be furnished to Administrative Agent under
Section 13.13 of this Agreement.

FOREIGN BORROWER -- either UK Borrower or German Borrower.

FOREIGN REVOLVING LOAN -- a Revolving Loan to a Foreign Borrower.

FRB -- the Board of Governors of the Federal Reserve System and any successor
thereto or to the functions thereof.

FUNDING OFFICE -- for Domestic Borrower, the office of NationsBank, N.A. in St.
Louis, Missouri, or such other banking institution domiciled in the United
States that is proposed by Domestic Borrower and acceptable to Administrative
Agent; for UK Borrower, the office of such banking institution domiciled in the
United Kingdom that is proposed by UK Borrower and acceptable to Administrative
Agent; and for German Borrower, the office of such banking institution domiciled
in Germany that is proposed by German Borrower and acceptable to Administrative
Agent.

GAAP -- those generally accepted accounting principles set forth in Statements
of the Financial Accounting Standards Board and in Opinions of the Accounting
Principles Board of the American Institute of Certified Public Accountants or
which have other substantial authoritative support in the United States and are
applicable in the circumstances, as applied on a consistent basis.

GERMAN BORROWER -- Assembly Technologie & Automation GmbH.

GERMAN REVOLVING LOAN -- a Foreign Revolving Loan to German Borrower.

GOVERNMENTAL AUTHORITY -- the federal government of the United States; the
government of any foreign country that is recognized by the United States or is
a member of the United Nations; any state of the United States; any local
government or municipality within the territory or under the jurisdiction of any
of the foregoing; any department, agency, division, or instrumentality of any of
the foregoing; and any court, arbitrator, or board of arbitrators whose orders
or judgements are enforceable by or within the territory of any of the
foregoing.

GROUP -- as used in Regulation 13-D issued by the Securities and Exchange
Commission.

GUARANTOR -- each of the Persons required under this Agreement to execute and
deliver to Administrative Agent for the benefit of Lenders a guaranty of part or
all of the Loan Obligations.

GUARANTY -- any guaranty executed and delivered as required in Section 8.

HAZARDOUS MATERIAL -- any hazardous, radioactive, toxic, solid or special waste,
material, substance or constituent thereof, or any other such substance (as
defined under any applicable Law or regulation), including Asbestos Material.
HAZARDOUS MATERIAL does not include materials or products containing hazardous
constituents which are not considered to be waste under the applicable
Environmental Law or which are considered to be waste but are transported,
handled or disposed of in accordance with the applicable Environmental Law, or
asbestos or asbestos material which is not friable.

INDEBTEDNESS -- as to any Person at any particular date, any contractual
obligation enforceable against such Person (i) to repay borrowed money; (ii) to
pay the deferred purchase price of property or services; (iii) to make payments
or reimbursements with respect to bank acceptances or to a factor; (iv) to make
payments or reimbursements with respect to letters of credit whether or not
there have been drawings thereunder; (v) with respect to which there is any
Security Interest in any property of such Person; (vi) to make any payment or
contribution to a Multi-Employer Plan; (vii) that is evidenced by a note, bond,
debenture or similar instrument; (viii) under any conditional sale agreement or
title retention agreement; or (ix) to pay interest or fees with respect to any
of the foregoing. INDEBTEDNESS also includes any other Obligation that either
(i) is non-contingent and liquidated in amount or (ii) should under GAAP be
included in liabilities and not just as a footnote on a balance sheet.

INDIRECT OBLIGATION -- as to any Person, (a) any guaranty by such Person of any
Obligation of another Person; (b) any Security Interest in any property of such
Person that secures any Obligation of another Person; (c) any enforceable
contractual requirement that such Person (i) purchase an Obligation of another
Person or any property that is security for such Obligation, (ii) advance or
contribute funds to another Person for the payment of an Obligation of such
other Person or to maintain the working capital, net worth or solvency of such
other Person as required in any documents evidencing an Obligation of such other
Person, (iii) purchase property, securities or services from another Person for
the purpose of assuring the beneficiary of any Obligation of such other Person
that such other Person has the ability to timely pay or discharge such
Obligation, (iv) grant a Security Interest in any property of such Person to
secure any Obligation of another Person, (v) otherwise assure or hold harmless
the beneficiary of any Obligation of another Person against loss in respect
thereof; (d) any Obligation arising from the endorsement by such Person of an
instrument (e) any Obligation of such Person as a surety; and (f) any other
contractual requirement enforceable against such Person that has the same
substantive effect as any of the foregoing. The term INDIRECT OBLIGATION does
not, however, include the indorsement by a Person of instruments for deposit or
collection in the ordinary course of business or the liability of a general
partner of a partnership for Obligations of such partnership. The amount of any
Indirect Obligation of a Person shall be deemed to be the stated or determinable
amount of the Obligation in respect of which such Indirect Obligation is made
or, if not stated or determinable, the maximum reasonably anticipated liability
in respect thereof as determined by such Person in good faith.

INITIAL FINANCIAL STATEMENTS -- the most recent financial statements of Domestic
Borrower and its Subsidiaries delivered to the Administrative Agent, comprising
the quarterly report of Domestic Borrower on Form 10-Q for the period ended
March 30, 1997 and the pro forma unaudited consolidated statements of operations
of Domestic Borrower for the fiscal year ended June 30, 1996 and for the nine
months ended March 30, 1997, and the pro forma unaudited consolidated balance
sheet of Domestic Borrower at March 30, 1997, as included in the registration
statement of Domestic Borrower on Form S-3 filed with the SEC on July 8, 1997.

INTEREST PERIOD -- the period during which a particular Adjusted Eurodollar Rate
applies to a Eurodollar Loan, as selected by Borrower as provided in Section
4.5.

INVESTMENT -- (a) a loan or advance of money or property to a Person, (b) stock
or other equity interest in a Person, (c) a debt instrument issued by a Person,
whether or not convertible to stock or other equity interest in such Person, or
(d) any other interest in or rights with respect to a Person which include, in
whole or in part, a right to share, with or without conditions or restrictions,
some or all of the revenues or net income of such Person.

IRS -- the Internal Revenue Service.

ISSUANCE FEE -- the fee payable to Administrative Agent for the account of
Letter of Credit Issuer as required in Section 5.2.

LAW -- any statute, rule, regulation, order, judgment, award or decree of any
Governmental Authority.

LENDER -- any one of the Persons who are or become parties to this Agreement and
obligated as lenders or any Person who takes an assignment from any of such
Persons of all or a portion of its rights and obligations as a lender as
provided herein.

LENDERS' EXPOSURE -- the sum of the Aggregate Revolving Loan, the Swingline
Loan, the Aggregate Canadian Term Loan and the Letter of Credit Exposure.

LETTER OF CREDIT -- any standby letter of credit issued by Letter of Credit
Issuer pursuant to the Letter of Credit Commitment herein.

LETTER OF CREDIT COMMITMENT -- the commitment of the Letter of Credit Issuer to
issue Letters of Credit as provided in Section 3.7.

LETTER OF CREDIT EXPOSURE -- the undrawn amount of all outstanding Letters of
Credit issued under the Letter of Credit Commitment and each of the letters of
credit outstanding as of the Effective Date issued by The Boatmen's National
Bank of St. Louis as provided in the Original Loan Agreement plus all amounts
drawn on such Letters of Credit and not yet reimbursed by Borrower.

LETTER OF CREDIT FEE -- the fee payable to Administrative Agent and Lenders as
required in Section 5.2.

LETTER OF CREDIT ISSUER -- the Lender that has committed in Section 3.7 to issue
Letters of Credit.

vii

LOAN -- a Revolving Loan, the Canadian Term Loan or the Swingline Loan.

LOAN DOCUMENTS -- this Agreement, the Notes, the Guaranties, the Security
Documents, any reimbursement agreements between Borrower and the Letter of
Credit Issuer and all other agreements, certificates, documents, instruments and
other writings executed in connection herewith.

LOAN OBLIGATIONS -- all Indebtedness owing to Letter of Credit Issuer,
Administrative Agent or Lenders under the Loan Documents, whether as principal,
interest, fees or otherwise, all reimbursement obligations to Letter of Credit
Issuer or Lenders with respect to the Letter of Credit Exposure, and all other
obligations and liabilities to Administrative Agent or Lenders under the Loan
Documents and all Rate Hedging Obligations (in each case including all
extensions, renewals, modifications, rearrangements, restructures, replacements
and refinancings of the foregoing, whether or not the same involve modifications
to interest rates or other payment terms), whether now existing or hereafter
created, absolute or contingent, direct or indirect, joint or several, secured
or unsecured, due or not due, contractual or tortious, liquidated or
unliquidated, arising by operation of law or otherwise, including but not
limited to the obligation to repay future advances by Administrative Agent or
Lenders hereunder, whether or not made pursuant to commitment and whether or not
presently contemplated by any Borrower or Guarantor, Administrative Agent or
Lenders in the Loan Documents.

▇▇▇▇▇ ASSEMBLY AND TEST BUSINESS -- The business of the design, manufacture and
implementation of assembly line and testing equipment with associated materials
handling and production control systems (and the provision of services related
thereto) conducted by each of ▇▇▇▇▇ Limited, ▇▇▇▇▇ Automation & Control
Engineering Inc., and ▇▇▇▇▇ Automation and Control Engineering GmbH.

MANAGEMENT INCENTIVE STOCK ISSUE -- the issuance of capital stock of Borrower to
its executive employees pursuant to purchase and shareholder agreements (copies
of which will be provided to Administrative Agent prior to such issuance) that
results in all executive employees of Borrower owning not more than 10% of the
total issued and outstanding shares of capital stock of Borrower immediately
after such issuance.

MATERIAL ADVERSE EFFECT -- with respect to any event or occurrence of whatever
nature (including any adverse determination in any litigation, arbitration,
investigation or proceeding), a material adverse effect on the business,
operations, revenues, financial condition, property, or business prospects of
Domestic Borrower and its Subsidiaries taken as a whole, or the ability of
Domestic Borrower and its Subsidiaries taken as a whole to timely pay or perform
their Obligations generally, or their collective ability to pay or perform any
of their Loan Obligations.

MATERIAL AGREEMENT -- as to any Person, any Contract to which such Person is a
party or by which such Person is bound which, if violated or breached, has or is
reasonably likely to have a Material Adverse Effect.

MATERIAL LAW -- any separately enforceable provision of a Law whose violation by
a Person has or is reasonably likely to have a Material Adverse Effect.

MATERIAL LICENSE -- (i) as to any Covered Person, any license, permit or consent
from a Governmental Authority or other Person and any registration and filing
with a Governmental Authority or other Person

viii

which if not obtained, held or made by such Covered Person has or is reasonably
likely to have a Material Adverse Effect, and (ii) as to any Person who is a
party to this Agreement or any of the other Loan Documents, any license, permit
or consent from a Governmental Authority or other Person and any registration or
filing with a Governmental Authority or other Person that is necessary for the
execution or performance by such party, or the validity or enforceability
against such party, of this Agreement or such other Loan Document.

MATERIAL OBLIGATION -- as to any Person, an Obligation which if not fully and
timely paid or performed has or is reasonably likely to have a Material Adverse
Effect.

MATERIAL PROCEEDING -- any litigation, investigation or other proceeding by or
before any Governmental Authority (i) which involves any of the Loan Documents
or any of the transactions contemplated thereby, or involves a Covered Person as
a party or any property of a Covered Person, and has or is reasonably likely to
have a Material Adverse Effect if adversely determined, (ii) in which there has
been issued an injunction, writ, temporary restraining order or any other order
of any nature which purports to restrain or enjoin the making of any Advance,
the consummation of any other transaction contemplated by the Loan Documents, or
the enforceability of any provision of any of the Loan Documents, (iii) which
involves the actual or alleged breach or violation by a Covered Person of, or
default by a Covered Person under, any Material Agreement, or (iv) which
involves the actual or alleged violation by a Covered Person of any Material
Law.

MATURITY -- as to any Indebtedness, the time when it becomes payable in full,
whether at a regularly scheduled time, because of acceleration or otherwise.

MAXIMUM AVAILABLE AMOUNT -- is defined in Section 3.2.

MOODY'S -- ▇▇▇▇▇'▇ Investors Service, Inc.

MULTI-EMPLOYER PLAN -- a Pension Benefit Plan which is a multi-employer plan as
defined in Section 4001(a)(3) of Erisa.

NATIONSBANK -- NationsBank, N.A.

NOTE -- any Revolving Note, any Canadian Term Note or the Swingline Note.

OBLIGATION -- as to any Person, any Indebtedness of such Person, any guaranty by
such Person of any Indebtedness of another Person, and any contractual
requirement enforceable against such Person that does not constitute
Indebtedness of such Person or a guaranty by such Person but which would involve
the expenditure of money by such Person if complied with or enforced.

OFFSHORE CURRENCY -- either Pounds Sterling or Deutsche Marks.

OFFSHORE LETTER OF CREDIT -- a Letter of Credit denominated in an Offshore
Currency.

OFFSHORE CURRENCY LOAN -- any Loan denominated and payable in an Offshore
Currency.

OFFSHORE CURRENCY REVOLVING LOAN COMMITMENT -- each Lender's prorata share of
the Aggregate Offshore Currency Revolving Loan Commitment.

PBGC -- the Pension Benefit Guaranty Corporation.

PENSION BENEFIT PLAN -- any pension or profit-sharing plan which is covered by
Title I of ERISA and all other benefit plans applicable to employees in the
United States, in each case in respect of which a Covered Person or a Commonly
Controlled Entity of such Covered Person is an "employer" as defined in Section
3(5) of ERISA.

PERMITTED ACQUISITIONS -- any acquisition by Borrower or a Covered Person of
stock of another Person or the assets of another Person permitted under Section
14.5, except acquisitions of assets in the ordinary course of business of
Borrower or such Covered Person.

PERMITTED INDEBTEDNESS -- Indebtedness that Covered Persons are permitted under
Section 14.2 to incur, assume, or allow to exist.

PERMITTED INDIRECT OBLIGATIONS -- Indirect Obligations that Covered Persons are
permitted under Section 14.3 to create, incur, assume, or allow to exist.

PERMITTED INVESTMENTS -- Investments that Covered Persons are permitted under
Section 14.1 to make in other Persons.

PERMITTED SECURITY INTERESTS -- Security Interests that Borrower is permitted
under Section 14.4 to create, incur, assume, or allow to exist.

PERSON -- any individual, partnership, corporation, trust, unincorporated
association, joint venture, limited liability company, Governmental Authority,
or other organization in any form that has the legal capacity to ▇▇▇ or be sued.
If the context so implies or requires, the term Person includes Borrower.

POUNDS STERLING and the symbol (pound) -- the official currency of the United
Kingdom.

PRIME RATE -- means the per annum rate of interest established from time to time
by NationsBank as its prime rate, which rate may not be the lowest rate of
interest charged by NationsBank to its customers.

QUALIFIED FINANCIAL INSTITUTION -- any commercial bank chartered under the Laws
of the United States or any state thereof having capital and surplus of not less
than $500,000,000.

RATE HEDGING OBLIGATIONS -- any and all obligations of Borrower and/or any other
Covered Person to Administrative Agent or any Lender whether absolute or
contingent and howsoever and whensoever created, arising, evidenced or acquired
(including all renewals, extensions and modifications thereof and substitutions
therefor), under (a) any and all agreements, devices or arrangements designed to
protect at least one of the parties thereto from the fluctuations of interest
rates, exchange rates or forward rates applicable to such party's assets,
liabilities or exchange transactions, including, but not limited to, Dollar-
denominated or cross-currency interest rate exchange agreements, forward
currency exchange agreements, interest rate cap or collar protection agreements,
forward rate currency or interest rate options, puts,

warrants and those commonly known as interest rate "swap" agreements; and (b)
any and all cancellations, buybacks, reversals, terminations or assignments of
any of the foregoing.

REPORTABLE EVENT -- a reportable event as defined in Title IV of ERISA or the
regulations thereunder.

REPRESENTATIONS AND WARRANTIES -- The representations and warranties made by
Borrower with respect to itself and other Covered Persons in Section 11, as
modified from time to time as provided in Section 12.

RESPONSIBLE OFFICER -- as to any Person that is not an individual, partnership
or trust, the Chairman of the Board of Directors, the President, the chief
executive officer, the chief operating officer, the chief financial officer, the
Treasurer, any Assistant to the Treasurer, or any Vice President in charge of a
principal business unit; as to any partnership, any individual who is a general
partner thereof or any individual who has general management or administrative
authority over all or any principal unit of the partnership's business; and as
to any trust, any individual who is a trustee.

REVOLVER LETTER OF CREDIT -- any Letter of Credit which is designated by
Borrower as such in its request for issuance thereof.

REVOLVING LOAN -- any Lender's prorata share of the Aggregate Revolving Loan.

REVOLVING LOAN ADVANCE -- an Advance by Administrative Agent that is to be
funded by Lenders under the Aggregate Revolving Loan Commitment.

REVOLVING LOAN COMMITMENT -- the commitment of each Lender as stated in Section
3.1 to fund Revolving Advances.

REVOLVING LOAN MATURITY DATE -- the date when Borrower must repay the amount of
Aggregate Revolving Loan then outstanding as provided in Section 6.1.2.

REVOLVING NOTE -- any note delivered to a Lender as required by Section 3.4 to
evidence Borrower's obligation to repay such Lender's Revolving Loan.

S&P -- Standard & Poor's Corporation, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies.

SECURITY DOCUMENTS -- all of the documents required or contemplated to be
executed and delivered to Administrative Agent for the benefit of Lenders under
Section 8, all other documents granting a Security Interest in any asset of
Borrower or any other Person to secure the payment or performance of any of the
Loan Obligations from time to time, including any such documents listed on
Exhibit 9.1.1 and any similar documents at any time executed and delivered to
Administrative Agent for the benefit of Lenders from time to time, by Borrower
or any other Person to secure payment or performance of any of the Loan
Obligations.

SECURITY INTEREST -- as to any item of tangible or intangible property, any
interest therein or right with respect thereto that secures an Obligation or
Indirect Obligation, whether such interest or right is created under a Contract,
or by operation of law or statute (such as but not limited to a statutory lien
for work

or materials), or as a result of a judgment, or which arises under any form of
preferential or title retention agreement or arrangement (including a
conditional sale agreement or a lease) that has substantially the same economic
effect as any of the Foregoing.

SIGNIFICANT SUBSIDIARY -- (i) on the Effective Date, Detroit Tool and
Engineering Company, Detroit Tool Metal Products Co., Sencorp Systems, Inc.,
Advanced Assembly Automation, Inc., DT Industries (U.K.) Limited., DT Industries
(U.K.) II Limited, Swiftpack Automation Limited, Mid-West Automation Systems,
Inc., Mid-West Automation Enterprises, Inc., Pharma Group, Inc., DT Canada Inc.,
▇▇▇▇▇▇ Canada Inc., ▇▇▇▇▇▇▇▇ Manufacturing Corporation, Assembly Technology &
Test, Inc., Assembly Technology & Test, Limited, and Assembly Technologie &
Automation GmbH; and (ii) thereafter, such Persons and such other Subsidiaries
of Domestic Borrower (other than DT Industries Foreign Sales Corporation or DT
Capital Trust) whose assets, together with the assets of all other Subsidiaries
(other than DT Industries Foreign Sales Corporation or DT Capital Trust) which
are then not Significant Subsidiaries, in the aggregate exceed $25,000,000, as
reflected in the Financial Statements, as of the end of the most recently ended
fiscal year of Domestic Borrower.

SOLVENT -- as to any Person, such Person not being "insolvent" within the
meaning of Section 101(32) of the Bankruptcy Code, Section 2 of the Uniform
Fraudulent Transfer Act (the "UFTA") or Section 428.014 of the Missouri Revised
Statutes, (ii) such Person not having unreasonably small capital, within the
meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA or Section
428.024 of the Missouri Revised Statutes, and (iii) such Person not being unable
to pay such Person's debts as they become due within the meaning of Section 548
of the Bankruptcy Code, Section 4 of the UFTA or Section 428.024 of the Missouri
Revised Statutes.

SPOT RATE OF EXCHANGE -- the spot exchange rate determined by the Administrative
Agent in accordance with its usual procedures for the purchase by the
Administrative Agent of Dollars with such Offshore Currency at approximately
10:00 A.M., Charlotte, North Carolina Time on the applicable Business Day for
determining such rate as provided herein.

SUBSIDIARY -- as to any Person, a corporation or any other Person with respect
to which more than 20% of the outstanding shares of stock or other equity
interests of each class having ordinary voting power (other than stock or equity
interests having such power only by reason of the happening of a contingency) is
at the time owned by such Person or by one or more Subsidiaries of such Person.

SURVIVING COMPANY -- as applicable, either (i) the Person that will own the
assets to be acquired from a Target Company in a Permitted Acquisition upon the
consummation thereof, (ii) the survivor of the merger of an Acquiring Company
with the Target Company in a Permitted Acquisition upon the consummation
thereof, or (iii) the Target Company whose stock will be acquired by another
Person in a Permitted Acquisition upon the consummation thereof.

SWINGLINE ADVANCE -- an advance by Administrative Agent to Borrower under the
Swingline Commitment.

SWINGLINE COMMITMENT -- the commitment of Administrative Agent as stated in
Section 3.5.1 to make Swingline Advances.

xii

SWINGLINE LETTER OF CREDIT -- any Letter of Credit which is designated by
Borrower as such in its request for issuance thereof.

SWINGLINE LOAN -- the from time to time outstanding principal balance of all
Swingline Advances.

TARGET COMPANY -- the Person whose assets or stock will be acquired in a
Permitted Acquisition upon the consummation thereof, or if applicable, with
which an Acquiring Company will merge in a Permitted Acquisition upon the
consummation thereof.

TAX -- as to any Person, any tax, duty, impost, deduction, charges,
withholdings, assessment, fee, or other charge levied by a Governmental
Authority (and all liabilities associated therewith) on the income or property
of such Person, including any interest or penalties thereon, and which is
payable by such Person.

THIS AGREEMENT this document (including every document that is stated herein to
be an appendix, exhibit or schedule hereto, whether or not physically attached
to this document).

UCC -- the Uniform Commercial Code as in effect from time to time in the State
of Missouri or such other similar statute as in effect from time to time in
Missouri or any other appropriate jurisdiction.

UK BORROWER -- DT Industries (UK) II, Limited.

UK REVOLVING LOAN -- a Foreign Revolving Loan to UK Borrower.

United States -- when used in a geographical sense, all the states of the United
States of America and the District of Columbia; and when used in a legal
jurisdictional sense, the government of the country that is the United States of
America.

WELFARE BENEFIT PLAN -- any plan described by Section 3(1) of ERISA.

xiii

The following page contains a list of Exhibits and Schedules which have
been intentionally omitted by the Registrant.

A copy of any omitted Exhibit or Schedule will be provided to the
Securities and Exchange Commission upon request.

Exhibit 3 - Lenders' Commitments and Prorata Shares
Exhibit 3.4 - Form of Revolving Note
Exhibit 3.5.3 - Form of Swingline Notes
Exhibit 9.1.1 - Documents and Requirements List
Exhibit 11 - Disclosure Schedule of Borrower
Exhibit 13.13 - Form of Compliance Certificate
Exhibit 18.4.1 - Form of Assignment and Acceptance

FOURTH AMENDED AND RESTATED CREDIT FACILITIES AGREEMENT

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