AMENDED AND RESTATED CREDIT AGREEMENT among RELTEC HOLDINGS, INC., RELTEC (UK) LIMITED, VARIOUS LENDING INSTITUTIONS and THE CHASE MANHATTAN BANK as AGENT ____________________________________ Dated as of September 20, 1996...

EXHIBIT 10.7

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AMENDED AND RESTATED CREDIT AGREEMENT

among

RELTEC HOLDINGS, INC.,

RELTEC (UK) LIMITED,

VARIOUS LENDING INSTITUTIONS

and

THE CHASE MANHATTAN BANK

AGENT
____________________________________

Dated as of September 20, 1996
____________________________________

$450,000,000

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TABLE OF CONTENTS

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SECTION 1. Amount and Terms of Credit . . . . . . . . . . . . . . . . . . 1
1.01 Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.02 Notice of Borrowing . . . . . . . . . . . . . . . . . . . . . . 5
1.03 Disbursement of Funds . . . . . . . . . . . . . . . . . . . . . 6
1.04 Notes; Register . . . . . . . . . . . . . . . . . . . . . . . . 7
1.05 Conversions . . . . . . . . . . . . . . . . . . . . . . . . . . 8
1.06 Pro Rata Borrowings . . . . . . . . . . . . . . . . . . . . . . 8
1.07 Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
1.08 Interest Periods. . . . . . . . . . . . . . . . . . . . . . . . 10
1.09 Increased Costs, Illegality, etc. . . . . . . . . . . . . . . . 11
1.10 Compensation. . . . . . . . . . . . . . . . . . . . . . . . . . 14
1.11 Change of Lending Office. . . . . . . . . . . . . . . . . . . . 15
1.12 Replacement of Banks. . . . . . . . . . . . . . . . . . . . . . 15

SECTION 2. Letters of Credit. . . . . . . . . . . . . . . . . . . . . . . 16
2.01 Letters of Credit . . . . . . . . . . . . . . . . . . . . . . . 16
2.02 Existing Letters of Credit. . . . . . . . . . . . . . . . . . . 17
2.03 Letter of Credit Requests; Notices of Issuance. . . . . . . . . 17
2.04 Agreement to Repay Letter of Credit Drawings. . . . . . . . . . 17
2.05 Letter of Credit Participations . . . . . . . . . . . . . . . . 18
2.06 Increased Costs . . . . . . . . . . . . . . . . . . . . . . . . 20

SECTION 3. Fees; Commitments. . . . . . . . . . . . . . . . . . . . . . . 21
3.01 Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
3.02 Additional Charges. . . . . . . . . . . . . . . . . . . . . . . 22
3.03 Voluntary Reduction of Commitments. . . . . . . . . . . . . . . 22
3.04 Mandatory Adjustments of Commitments, etc.. . . . . . . . . . . 22

SECTION 4. Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
4.01 Voluntary Prepayments . . . . . . . . . . . . . . . . . . . . . 24
4.02 Mandatory Prepayments . . . . . . . . . . . . . . . . . . . . . 25
4.03 Method and Place of Payment . . . . . . . . . . . . . . . . . . 26
4.04 Net Payments. . . . . . . . . . . . . . . . . . . . . . . . . . 27

SECTION 5. Conditions Precedent . . . . . . . . . . . . . . . . . . . . . 30
5.01 Conditions Precedent to Restatement Effective Date. . . . . . . 30
5.02 Conditions Precedent to All Credit Events . . . . . . . . . . . 34

SECTION 6. Representations, Warranties and Agreements . . . . . . . . . . 34

(i)

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6.01 Corporate Status. . . . . . . . . . . . . . . . . . . . . . . . 34
6.02 Corporate Power and Authority . . . . . . . . . . . . . . . . . 34
6.03 No Violation. . . . . . . . . . . . . . . . . . . . . . . . . . 35
6.04 Litigation. . . . . . . . . . . . . . . . . . . . . . . . . . . 35
6.05 Use of Proceeds; Margin Regulations . . . . . . . . . . . . . . 35
6.06 Governmental Approvals. . . . . . . . . . . . . . . . . . . . . 36
6.07 True and Complete Disclosure. . . . . . . . . . . . . . . . . . 36
6.08 Financial Condition; Financial Statements . . . . . . . . . . . 36
6.09 Security Interests. . . . . . . . . . . . . . . . . . . . . . . 37
6.10 Representations and Warranties in Transaction Documents . . . . 37
6.11 Tax Returns and Payments. . . . . . . . . . . . . . . . . . . . 38
6.12 Compliance with ERISA . . . . . . . . . . . . . . . . . . . . . 38
6.13 Subsidiaries. . . . . . . . . . . . . . . . . . . . . . . . . . 39
6.14 Intellectual Property, etc. . . . . . . . . . . . . . . . . . . 39
6.15 Environmental Matters . . . . . . . . . . . . . . . . . . . . . 39
6.16 Labor Relations; Collective Bargaining Agreements . . . . . . . 40
6.17 Indebtedness. . . . . . . . . . . . . . . . . . . . . . . . . . 40
6.18 Transaction . . . . . . . . . . . . . . . . . . . . . . . . . . 41

SECTION 7. Affirmative Covenants. . . . . . . . . . . . . . . . . . . . . 41
7.01 Reporting Requirements. . . . . . . . . . . . . . . . . . . . . 41
7.02 Books, Records and Inspections. . . . . . . . . . . . . . . . . 45
7.03 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
7.04 Payment of Taxes. . . . . . . . . . . . . . . . . . . . . . . . 45
7.05 Corporate Franchises. . . . . . . . . . . . . . . . . . . . . . 45
7.06 Compliance with Statutes, etc.. . . . . . . . . . . . . . . . . 46
7.07 Good Repair . . . . . . . . . . . . . . . . . . . . . . . . . . 46
7.08 Compliance with Environmental Laws. . . . . . . . . . . . . . . 46
7.09 End of Fiscal Years; Fiscal Quarters. . . . . . . . . . . . . . 47

SECTION 8. Negative Covenants . . . . . . . . . . . . . . . . . . . . . . 47
8.01 Changes in Business . . . . . . . . . . . . . . . . . . . . . . 47
8.02 Consolidation, Merger or Sale of Assets, etc. . . . . . . . . . 47
8.03 Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
8.04 Indebtedness. . . . . . . . . . . . . . . . . . . . . . . . . . 51
8.05 Advances, Investments and Loans . . . . . . . . . . . . . . . . 54
8.06 Capital Expenditures. . . . . . . . . . . . . . . . . . . . . . 54
8.07 Creation of Subsidiaries. . . . . . . . . . . . . . . . . . . . 54
8.08 Prepayments of Indebtedness, Modifications of Agreements, etc.. 54
8.09 Dividends, etc. . . . . . . . . . . . . . . . . . . . . . . . . 55
8.10 Transactions with Affiliates. . . . . . . . . . . . . . . . . . 56
8.11 Leverage Ratio. . . . . . . . . . . . . . . . . . . . . . . . . 57
8.12 Interest Coverage . . . . . . . . . . . . . . . . . . . . . . . 57

(ii)

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SECTION 9. Events of Default. . . . . . . . . . . . . . . . . . . . . . . 57
9.01 Payments. . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
9.02 Representations, etc. . . . . . . . . . . . . . . . . . . . . . 57
9.03 Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
9.04 Default Under Other Agreements. . . . . . . . . . . . . . . . . 58
9.05 Bankruptcy, etc.. . . . . . . . . . . . . . . . . . . . . . . . 58
9.06 ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
9.07 Pledge Agreement. . . . . . . . . . . . . . . . . . . . . . . . 59
9.08 Judgments . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
9.09 Guaranty. . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
9.10 Change of Control . . . . . . . . . . . . . . . . . . . . . . . 60

SECTION 10. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . 60

SECTION 11. The Agent . . . . . . . . . . . . . . . . . . . . . . . . . . 87
11.01 Appointment. . . . . . . . . . . . . . . . . . . . . . . . . . 87
11.02 Delegation of Duties . . . . . . . . . . . . . . . . . . . . . 88
11.03 Exculpatory Provisions . . . . . . . . . . . . . . . . . . . . 88
11.04 Reliance by Agent. . . . . . . . . . . . . . . . . . . . . . . 89
11.05 Notice of Default. . . . . . . . . . . . . . . . . . . . . . . 89
11.06 Non-Reliance . . . . . . . . . . . . . . . . . . . . . . . . . 89
11.07 Indemnification. . . . . . . . . . . . . . . . . . . . . . . . 90
11.08 The Agent in Individual Capacity . . . . . . . . . . . . . . . 90
11.09 Successor Agent. . . . . . . . . . . . . . . . . . . . . . . . 90

SECTION 12. Company Guaranty. . . . . . . . . . . . . . . . . . . . . . . 91
12.01 The Company Guaranty . . . . . . . . . . . . . . . . . . . . . 91
12.02 Bankruptcy . . . . . . . . . . . . . . . . . . . . . . . . . . 91
12.03 Nature of Liability. . . . . . . . . . . . . . . . . . . . . . 91
12.04 Independent Obligation . . . . . . . . . . . . . . . . . . . . 91
12.05 Authorization. . . . . . . . . . . . . . . . . . . . . . . . . 92
12.06 Reliance . . . . . . . . . . . . . . . . . . . . . . . . . . . 93
12.07 Subordination. . . . . . . . . . . . . . . . . . . . . . . . . 93
12.08 Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93
12.09 Enforcement. . . . . . . . . . . . . . . . . . . . . . . . . . 94

SECTION 13. Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . 94
13.01 Payment of Expenses, etc.. . . . . . . . . . . . . . . . . . . 94
13.02 Right of Setoff. . . . . . . . . . . . . . . . . . . . . . . . 95
13.03 Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . 96
13.04 Benefit of Agreement . . . . . . . . . . . . . . . . . . . . . 96
13.05 No Waiver; Remedies Cumulative . . . . . . . . . . . . . . . . 98
13.06 Payments Pro Rata. . . . . . . . . . . . . . . . . . . . . . . 98
13.07 Calculations; Computations . . . . . . . . . . . . . . . . . . 99

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13.08 Governing Law; Submission to Jurisdiction; Venue; Waiver of
Jury Trial. . . . . . . . . . . . . . . . . . . . . . . . . . 100
13.09 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . 101
13.10 Effectiveness. . . . . . . . . . . . . . . . . . . . . . . . . 101
13.11 Headings Descriptive . . . . . . . . . . . . . . . . . . . . . 101
13.12 Amendment or Waiver. . . . . . . . . . . . . . . . . . . . . . 101
13.13 Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . 101
13.14 Domicile of Loans. . . . . . . . . . . . . . . . . . . . . . . 102
13.15 Confidentiality. . . . . . . . . . . . . . . . . . . . . . . . 102
13.16 Judgment Currency. . . . . . . . . . . . . . . . . . . . . . . 102
13.17 Bank Register. . . . . . . . . . . . . . . . . . . . . . . . . 103

ANNEX I -- Commitments
ANNEX II -- Bank Addresses
ANNEX III -- Existing Letters of Credit
ANNEX IV -- Litigation
ANNEX V -- Tax Matters
ANNEX VI -- Subsidiaries
ANNEX VII -- Existing Indebtedness
ANNEX VIII -- Existing Liens

EXHIBIT A-1 -- Form of Notice of Borrowing
EXHIBIT A-2 -- Form of Letter of Credit Request
EXHIBIT B-1 -- Form of DRF Note
EXHIBIT B-2 -- Form of MCRF Note
EXHIBIT B-3 -- Form of Swingline Note
EXHIBIT C-1 -- Form of Opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇
Special Counsel to the Borrower
EXHIBIT C-2 -- Form of Opinion of General Counsel to
RELTEC Holdings, Inc.
EXHIBIT C-3 -- Form of Opinion of ▇▇▇▇▇▇▇▇ Chance,
Special UK Counsel to
RELTEC (UK) Limited
EXHIBIT C-4 -- Form of Opinion of White & Case,
Special Counsel to the Banks
EXHIBIT D -- Form of Officers' Certificate
EXHIBIT E-1 -- Form of Company Pledge Agreement
EXHIBIT E-2 -- Form of UK Pledge Agreement
EXHIBIT E-3 -- Form of Subsidiary Pledge Agreement
EXHIBIT F -- Form of Subsidiaries Guaranty
EXHIBIT G -- Form of Solvency Certificate
EXHIBIT H -- Form of Consent Letter

(iv)

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EXHIBIT I -- Form of Assignment Agreement

(v)

AMENDMENT AND RESTATEMENT dated as of September 20, 1996, to CREDIT
AGREEMENT dated as of July 31, 1995, among RELTEC HOLDINGS, INC., a Delaware
corporation, RELTEC (UK) LIMITED, a United Kingdom corporation, the lending
institutions listed from time to time on Annex I hereto (each a "Bank" and,
collectively, the "Banks") and THE CHASE MANHATTAN BANK, as Agent. Unless
otherwise defined herein, all capitalized terms used herein and defined in
Section 10 are used herein as so defined.

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

WHEREAS, the Company and certain financial institutions are parties to
a Credit Agreement, dated as of July 31, 1995 (as the same has been amended,
modified or supplemented prior to the date hereof, the "Original Credit
Agreement"); and

WHEREAS, the parties hereto wish to amend and restate the Original
Credit Agreement as herein provided;

NOW, THEREFORE, the parties hereto agree that the Original Credit
Agreement shall be and hereby is amended and restated in its entirety as
follows, provided if the Restatement Effective Date has not occurred on or prior
to October 31, 1996 this amendment and restatement shall be void and of no
further effect, with the Original Credit Agreement to remain in effect;

NOW, THEREFORE, IT IS AGREED:

SECTION 1. AMOUNT AND TERMS OF CREDIT.

1.011 COMMITMENTS. (A) Subject to and upon the terms and conditions
herein set forth, each Bank severally agrees to make the loan or loans (together
with Swingline Loans described in (B) below, each a "Loan" and, collectively,
the "Loans") to the Borrowers as described below, which Loans shall be drawn, to
the extent such Bank has a commitment under such Facility, under the DRF
Facility or the MCRF Facility, as set forth below:

(a) Loans under the DRF Facility (each a "DRF Loan" and, collectively,
the "DRF Loans"): (i) shall be made at any time and from time to time on
and after the Restatement Effective Date and prior to the Maturity Date;
(ii) shall be made to the Company; (iii) shall be made and maintained in
Dollars; (iv) except as hereinafter

provided, may, at the option of the Company, be incurred and maintained as,
and/or converted from or into, Base Rate Loans or Euro Rate Loans, PROVIDED
that all DRF Loans made as part of the same Borrowing shall, unless
otherwise specifically provided herein, consist of DRF Loans of the same
Type; (v) may be repaid and reborrowed in accordance with the provisions
hereof; and (vi) shall not exceed for any Bank at the time of the making of
any such DRF Loan, and after giving effect thereto, that aggregate
principal amount which, when added to the sum of (I) the aggregate
principal amount of all other DRF Loans then outstanding from such Bank and
(II) the product of (A) such Bank's DRF Percentage and (B) the sum of (1)
the aggregate principal amount of all Dollar Swingline Loans then
outstanding and (2) the aggregate amount of all Letter of Credit
Outstandings at such time, equals the DRF Commitment of such Bank at such
time.

(b) Loans under the MCRF Facility (each an "MCRF Loan" and,
collectively, the "MCRF Loans"): (i) shall be made at any time and from
time to time on and after the Restatement Effective Date and prior to the
Maturity Date; (ii) shall be made to the Company and/or the UK Borrower;
(iii) may be made and maintained in Dollars, Pounds Sterling, Deutsche
Marks and/or Yen, as requested by the applicable Borrower; (iv) except as
hereinafter provided, will be made and maintained as Euro Rate Loans,
PROVIDED that (x) MCRF Loans denominated in Dollars and Pounds Sterling
may, at the option of the respective Borrower be incurred and maintained
as, and/or converted from or into Base Rate Loans and (y) all MCRF Loans
made as part of the same Borrowing shall, unless otherwise specifically
provided herein, consist of MCRF Loans of the same Type; (v) may be repaid
and reborrowed in accordance with the provisions hereof; and (vi) shall not
exceed for any Bank at the time of the making of any such MCRF Loan, and
after giving effect thereto, that aggregate Principal Amount which, when
added to the sum of (I) the aggregate Principal Amount of all other MCRF
Loans then outstanding from such Bank and (II) the product of (A) such
Bank's MCRF Percentage and (B) the aggregate Principal Amount of all
Sterling Swingline Loans then outstanding, equals the MCRF Commitment of
such Bank at such time.

(B) Subject to and upon the terms and conditions herein set forth,
the Swingline Lender severally agrees, at any time and from time to time on and
after the Restatement Effective Date and prior to the Swingline Maturity Date,
to make a loan or loans (each a "Swingline Loan" and, collectively, the
"Swingline Loans") to the Company and/or the UK Borrower, which Swingline Loans:

(i) shall (a) if made to the UK Borrower, be made in Pounds
Sterling (each a "Sterling Swingline Loan" and, collectively, the "Sterling
Swingline Loans") or (b) if made to the Company, be made in Dollars (each a
"Dollar Swingline Loan" and, collectively, the "Dollar Swingline Loans");

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(ii) shall be Base Rate Loans;

(iii) shall have the benefit of the provisions of Section 1.01(C);

(iv) shall not at any time exceed in aggregate Principal Amount the
Swingline Commitment at such time;

(v) if made as a Dollar Swingline Loan, shall not exceed in
aggregate Principal Amount at the time of the making of such Swingline
Loan, and after giving effect thereto, when added to the sum of (I) the
aggregate Principal Amount of all other Dollar Swingline Loans outstanding
at such time, (II) the aggregate Principal Amount of all DRF Loans
outstanding at such time and (III) the Letter of Credit Outstandings at
such time, the Total DRF Commitment then in effect;

(vi) if made as a Sterling Swingline Loan, shall not exceed in
aggregate Principal Amount at the time of the making of such Swingline
Loan, and after giving effect thereto, when added to the sum of (I) the
aggregate Principal Amount of all other Sterling Swingline Loans
outstanding at such time and (II) the aggregate Principal Amount of all
MCRF Loans outstanding at such time, the Total MCRF Commitment then in
effect; and

(vii) may be repaid and reborrowed in accordance with the provisions
hereof.

On (x) the Swingline Maturity Date, all Swingline Loans shall be repaid in full
and (y) the last Business Day of each calendar quarter, all Swingline Loans
shall be repaid in full and may not be reborrowed until the next succeeding
Business Day, PROVIDED that repayment of the Swingline Loans pursuant to this
clause (y) shall not be required on any such last Business Day to the extent
that (1) all Swingline Loans have been repaid in full at any time during such
calendar quarter or (2) the Swingline Lender has notified the Company that it
has waived such payment. The Swingline Lender will not make a Swingline Loan
after it has received a written notice (not subsequently withdrawn) from the
Required Banks that one or more of the applicable conditions to Credit Events
specified in Section 5 are not then satisfied. In addition, the Swingline
Lender shall not be required to make a Swingline Loan while a Bank Default
exists unless the Swingline Lender has entered into arrangements satisfactory to
it and the Company to eliminate the Swingline Lender's risk with respect to the
participation in Mandatory Borrowings by the Defaulting Bank or Banks, including
by cash collateralizing same.

(C) On any Business Day, the Swingline Lender may, in its sole
discretion, give notice to the Agent that all then outstanding Swingline Loans
shall be funded with a Borrowing of DRF Loans (to the extent constituting Dollar
Swingline Loans) and/or a Borrowing of MCRF Loans denominated in Pounds Sterling
(to the extent constituting Sterling Swingline Loans) (PROVIDED that such notice
shall be deemed to have been automatically given

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by the Swingline Lender upon the occurrence of an Event of Default under Section
9.05), in which case a Borrowing of DRF Loans and/or a Borrowing of MCRF Loans
(each such Borrowing, a "Mandatory Borrowing"), in each case constituting Base
Rate Loans, shall be made on the immediately succeeding Business Day by all
Banks with DRF Commitments or MCRF Commitments, as the case may be, PRO RATA
based on said DRF Commitments or MCRF Commitments, as the case may be, and the
proceeds thereof shall be applied directly to repay the Swingline Lender for all
outstanding Swingline Loans. Each Bank hereby irrevocably agrees to make such
DRF Loans and/or MCRF Loans upon one Business Day's notice pursuant to each
Mandatory Borrowing in the amount and in the manner specified in the preceding
sentence and on the date specified in writing by the Swingline Lender
notwithstanding:

(i) whether any conditions specified in Section 5 are then
satisfied;

(ii) whether a Default or an Event of Default has occurred and is
continuing;

(iii) the date of such Mandatory Borrowing;

(iv) the aggregate Principal Amount of all DRF Loans and/or MCRF
Loans then outstanding; and

(v) the amount of the Total DRF Commitment, the Total MCRF
Commitment and/or the Total Commitment at such time.

In the event that any Mandatory Borrowing cannot for any reason be made on the
date otherwise required above (including, without limitation, as a result of the
commencement of a proceeding under the Bankruptcy Code in respect of the
Company), each Bank with a DRF Commitment and a MCRF Commitment (other than the
Swingline Lender) hereby agrees that it shall forthwith purchase from the
Swingline Lender (without recourse or warranty) such assignment of its
outstanding Swingline Loans as shall be necessary to cause each such Bank to
share in such Swingline Loans ratably based upon its DRF Commitment and MCRF
Commitments, as the case may be, PROVIDED that all interest payable on such
Swingline Loans shall be for the account of the Swingline Lender until the date
the respective assignment is purchased and, to the extent attributable to the
purchased assignment, shall be payable to the Bank purchasing same from and
after such date of purchase.

(D) The aggregate principal amount of each Borrowing (other than any
Mandatory Borrowing) shall not be less than the Minimum Borrowing Amount for
such Borrowing. More than one Borrowing may be incurred on any day, PROVIDED
that at no time shall there be outstanding more than 20 Borrowings of Euro Rate
Loans.

1.012 NOTICE OF BORROWING. (a) Whenever a Borrower desires to incur
Revolving Loans hereunder, it shall give the Agent at the appropriate Notice
Office, (x) prior

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to 12:00 Noon (11:00 A.M. in the case of Alternate Currency Loans) (Local Time),
at least three Business Days' prior written notice (or telephonic notice
promptly confirmed in writing) of each Borrowing of Euro Rate Loans and (y)
prior to 10:00 A.M. (Local Time) on the proposed date thereof written notice (or
telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate
Loans. Each such notice (each such notice, together with each notice of the
incurrence of Swingline Loans pursuant to Section 1.02(b), a "Notice of
Borrowing") shall be in the form of Exhibit A-1 and shall be irrevocable and
shall specify: (i) the identity of the Borrower; (ii) the Facility pursuant to
which such Borrowing is being made and, in the case of MCRF Loans, the
Applicable Currency for such Loans; (iii) the aggregate Principal Amount of the
Loans to be made pursuant to such Borrowing (stated in Dollars and in the
Alternate Currency Equivalent); (iv) the date of Borrowing (which shall be a
Business Day); (v) in the case of DRF Loans and of MCRF Loans denominated in
Dollars or Pounds Sterling, whether the respective Borrowing shall consist of
Base Rate Loans or Euro Rate Loans; and (vi) if Euro Rate Loans, the Interest
Period to be initially applicable thereto. The Agent shall promptly give each
Bank written notice (or telephonic notice promptly confirmed in writing) of each
proposed Borrowing, of such Bank's proportionate share thereof and of the other
matters covered by the Notice of Borrowing.

(b) Whenever a Borrower desires to incur Swingline Loans hereunder,
it shall give the Agent at the appropriate Notice Office written notice (or
telephonic notice promptly confirmed in writing) of each Borrowing of Swingline
Loans prior to 1:00 P.M. (Local Time) on the date of such Borrowing. Each such
notice shall be irrevocable and shall specify (i) the identity of the Borrower,
(ii) the aggregate Principal Amount of the Swingline Loans to be made pursuant
to such Borrowing (stated in Dollars and in the case of Sterling Swingline
Loans, in Pounds Sterling) and (iii) the date of Borrowing (which shall be a
Business Day). The Agent shall promptly give the Swingline Lender written
notice (or telephonic notice promptly confirmed in writing) of each proposed
Borrowing of Swingline Loans and of the other matters covered by the Notice of
Borrowing.

(c) Mandatory Borrowings shall be made upon the notice specified in
Section 1.01(C), with each Borrower irrevocably agreeing, by its incurrence of
any Swingline Loan, to the making of Mandatory Borrowings as set forth in such
Section.

(d) Without in any way limiting the obligation of any Borrower to
confirm in writing any telephonic notice permitted to be given hereunder, the
Agent may act prior to receipt of written confirmation without liability upon
the basis of such telephonic notice believed by the Agent in good faith to be
from an Authorized Officer of such Borrower entitled to give telephonic notices
under this Agreement on behalf of the Borrower. In each such case, the Agent's
record of the terms of such telephonic notice shall be conclusive absent
manifest error.

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1.013 DISBURSEMENT OF FUNDS. (a) No later than 12:00 Noon (Local
Time) (11:00 A.M. (Local Time) if Alternate Currency Loans) in the case of Euro
Rate Loans, 2:00 P.M. (Local Time) in the case of Base Rate Loans or 3:00 P.M.
(Local Time) in the case of Swingline Loans on the date specified in each Notice
of Borrowing (or pursuant to Section 1.01(C)), each Bank will make available its
PRO RATA share, if any, of each Borrowing requested to be made on such date in
the manner provided below. All amounts shall be made available to the Agent in
Dollars or in the relevant Alternate Currency, as the case may be, and
immediately available funds at the appropriate Payment Office and the Agent
promptly will make available to the applicable Borrower by depositing to its
account at the appropriate Payment Office the aggregate of the amounts so made
available in the type of funds received. Unless the Agent shall have been
notified by any Bank prior to the date of Borrowing that such Bank does not
intend to make available to the Agent its portion of the Borrowing or Borrowings
to be made on such date, the Agent may assume that such Bank has made such
amount available to the Agent on such date of Borrowing, and the Agent, in
reliance upon such assumption, may (in its sole discretion and without any
obligation to do so) make available to the applicable Borrower a corresponding
amount. If such corresponding amount is not in fact made available to the Agent
by such Bank and the Agent has made available same to the applicable Borrower,
the Agent shall be entitled to recover such corresponding amount from such Bank.
If such Bank does not pay such corresponding amount forthwith upon the Agent's
demand therefor, the Agent shall promptly notify the applicable Borrower, and
such Borrower shall immediately pay such corresponding amount to the Agent. The
Agent shall also be entitled to recover from such Bank or such Borrower, as the
case may be, interest on such corresponding amount in respect of each day from
the date such corresponding amount was made available by the Agent to such
Borrower to the date such corresponding amount is recovered by the Agent, at a
rate per annum equal to (x) if paid by such Bank, the overnight Federal Funds
Effective Rate or (y) if paid by such Borrower, the then applicable rate of
interest, calculated in accordance with Section 1.07, for the respective Loans.

(b) Nothing herein shall be deemed to relieve any Bank from its
obligation to fulfill its commitments hereunder or to prejudice any rights which
the applicable Borrower may have against any Bank as a result of any default by
such Bank hereunder.

1.014 NOTES; REGISTER. (a) Each Borrower's obligation to pay the
principal of, and interest on, the Revolving Loans and/or Swingline Loans, if
any, made to it by each Bank shall be evidenced: (i) if DRF Loans by a
promissory note substantially in the form of Exhibit B-1 with blanks
appropriately completed in conformity herewith (each a "DRF Note" and,
collectively, the "DRF Notes"); (ii) if MCRF Loans, by a promissory note
substantially in the form of Exhibit B-2 with blanks appropriately completed in
conformity herewith (each a "MCRF Note" and, collectively, the "MCRF Notes");
and (iii) if Swingline Loans, by a promissory note substantially in the form of
Exhibit B-3 with blanks appropriately completed in conformity herewith (each a
"Swingline Note" and, collectively, the "Swingline Notes").

-6-

(b) The DRF Note issued to a Bank shall: (i) be executed by the
Company; (ii) be payable to the order of such Bank and be dated the Restatement
Effective Date; (iii) be in a stated principal amount equal to the DRF
Commitment of such Bank and be payable in Dollars and in the principal amount of
the outstanding DRF Loans evidenced thereby from time to time; (iv) mature on
the Maturity Date; (v) bear interest as provided in the appropriate clause of
Section 1.07 in respect of the Base Rate Loans and Euro Rate Loans, as the case
may be, evidenced thereby; (vi) be subject to mandatory repayment as provided in
Section 4.02; and (vii) be entitled to the benefits of this Agreement and the
other Credit Documents.

(c) The MCRF Note issued to a Bank shall: (i) be executed by each
Borrower; (ii) be payable to the order of such Bank and be dated the Restatement
Effective Date; (iii) be payable in the aggregate Principal Amount of the
outstanding MCRF Loans evidenced thereby from time to time and in the Applicable
Currencies for the MCRF Loans evidenced thereby; (iv) mature on the Maturity
Date; (v) bear interest as provided in the appropriate clause of Section 1.07 in
respect of the Base Rate Loans and Euro Rate Loans, as the case may be,
evidenced thereby; (vi) be subject to mandatory repayment as provided in Section
4.02; and (vii) be entitled to the benefits of this Agreement and the other
Credit Documents.

(d) The Swingline Note issued to the Swingline Lender shall: (i) be
executed by each Borrower; (ii) be payable to the order of the Swingline Lender
and be dated the Restatement Effective Date; (iii) be in a stated principal
amount equal to the Swingline Commitment and be payable in the aggregate
Principal Amount of the outstanding Swingline Loans evidenced thereby from time
to time and in the Applicable Currencies for the Swingline Loans evidenced
thereby; (iv) mature on the Swingline Maturity Date; (v) bear interest as
provided in the appropriate clause of Section 1.07 in respect of the Base Rate
Loans evidenced thereby; (vi) be subject to mandatory repayment as provided in
Section 4.02; and (vii) be entitled to the benefits of this Agreement and the
other Credit Documents.

(e) Each Bank will note on its internal records the amount of each
Loan made by it and each payment in respect thereof and will, prior to any
transfer of its Note, endorse on the reverse side thereof the outstanding
Principal Amount of Loans evidenced thereby. Failure to make any such notation
or any error in any such notation shall not affect a Borrower's obligations in
respect of such Loans.

(f) As more fully described in Section 13.17, the Agent shall
maintain at its Payment Office in the United States the Bank Register for the
recordation of the names and addresses of the Banks, the respective DRF
Commitments and MCRF Commitments of the Banks from time to time, and the
Principal Amount of the DRF Loans and the MCRF Loans owing to each Bank from
time to time.

1.015 CONVERSIONS. A Borrower shall have the option to convert on
any Business Day all or a portion at least equal to the applicable Minimum
Borrowing Amount of

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the outstanding Principal Amount of the DRF Loans and/or MCRF Loans denominated
in Dollars or Pounds Sterling into a Borrowing or Borrowings pursuant to such
Facility in the same currency but of the other interest rate option; PROVIDED
that (i) no partial conversion of a Borrowing of Euro Rate Loans shall reduce
the outstanding principal amount of the Euro Rate Loans made pursuant to such
Borrowing to less than the Minimum Borrowing Amount applicable thereto, (ii)
Base Rate Loans may not be converted into Euro Rate Loans if a Default under
Section 9.01 or Event of Default is in existence on the date of the conversion
and the Agent or the Required Banks have determined in its or their sole
discretion not to permit such conversion, and (iii) Borrowings of Euro Rate
Loans resulting from this Section 1.05 shall be limited in numbers as provided
in Section 1.01(D). Each such conversion shall be effected by the relevant
Borrower giving the Agent at the appropriate Notice Office, prior to 12:00 Noon
(11:00 A.M. in the case of Sterling denominated MCRF Loans) (Local Time), at
least three Business Days' (or one Business Day's, in the case of a conversion
into Base Rate Loans) prior written notice (or telephonic notice promptly
confirmed in writing) (each a "Notice of Conversion") specifying the applicable
Facility and the Loans to be so converted, the Type of Loans to be converted
into and, if to be converted into a Borrowing of Euro Rate Loans, the Interest
Period to be initially applicable thereto. The Agent shall give each Bank
prompt notice of any such proposed conversion affecting any of its Loans.

1.016 PRO RATA BORROWINGS. All Borrowings of DRF Loans or MCRF Loans
shall be made by the Banks PRO RATA on the basis of their DRF Commitments or
MCRF Commitments, as the case may be. It is understood that no Bank shall be
responsible for any default by any other Bank in its obligation to make Loans
hereunder and that each Bank shall be obligated to make the Loans provided to be
made by it hereunder, regardless of the failure of any other Bank to fulfill its
commitments hereunder.

1.017 INTEREST. (a) The unpaid principal amount of each Base Rate
Loan shall bear interest from the date of the incurrence thereof until maturity
(whether by acceleration or otherwise) at a rate per annum which shall at all
times be the Applicable Margin plus the Base Rate applicable to such Loan in
effect from time to time.

(b) The unpaid principal amount of each Euro Rate Loan shall bear
interest from the date of the incurrence thereof until maturity (whether by
acceleration or otherwise) at a rate per annum which shall at all times be the
Applicable Margin plus the relevant Euro Rate.

(c) All overdue principal and, to the extent permitted by law, overdue
interest in respect of (i) each Loan denominated in Deutsche Marks or Yen shall,
in each case, bear interest at a rate per annum equal to the rate which is 2% in
excess of the rate of interest applicable to such Loans at maturity and (ii)
each Loan denominated in Dollars or Pounds Sterling shall, in each case, bear
interest at a rate per annum equal to the Dollar Base Rate or Sterling Base
Rate, as the case may be, in effect from time to time plus the sum of (x) 2% and

-8-

(y) the Applicable Margin then in effect for Base Rate Loans under the
respective Facility, PROVIDED that each Euro Rate Loan shall bear interest after
maturity (whether by acceleration or otherwise) until the end of the Interest
Period then applicable thereto at a rate per annum equal to 2% in excess of the
rate of interest applicable thereto at maturity.

(d) Interest shall accrue from and including the date of any
Borrowing to but excluding the date of any repayment thereof and shall be
payable (i) in respect of each Base Rate Loan, quarterly in arrears on the last
Business Day of each March, June, September and December, (ii) in respect of
each Euro Rate Loan, on the last day of each Interest Period applicable thereto
and, in the case of an Interest Period in excess of three months, on the dates
which are successively three months after the commencement of such Interest
Period and (iii) in respect of each Loan (except, in the case of prepayments,
any Base Rate Loans), on any prepayment or conversion (on the amount prepaid or
converted), at maturity (whether by acceleration or otherwise) and, after such
maturity, on demand.

(e) All computations of interest hereunder shall be made in
accordance with Section 13.07(b).

(f) The Agent, upon determining the interest rate for any Borrowing
of Euro Rate Loans for any Interest Period, shall promptly notify the applicable
Borrower and the Banks thereof.

1.018 INTEREST PERIODS. (a) At the time a Borrower gives a Notice
of Borrowing or Notice of Conversion in respect of the making of, or conversion
into, a Borrowing of Euro Rate Loans (in the case of the initial Interest Period
applicable thereto) or prior to 10:00 A.M. (Local Time) on the third Business
Day prior to the expiration of an Interest Period applicable to a Borrowing of
Euro Rate Loans, it shall have the right to elect by giving the Agent written
notice (or telephonic notice promptly confirmed in writing) of the Interest
Period applicable to such Borrowing, which Interest Period shall, at the option
of such Borrower, be a one, two or three month period or, in the case of Dollar
and Pounds Sterling denominated Loans only, six month, or to the extent
available to all the Banks at the time requested (as determined in good faith),
a nine or twelve month period. Notwithstanding anything to the contrary
contained above:

(i) All Euro Rate Loans comprising a Borrowing shall at all times
have the same Interest Period;

(ii) the initial Interest Period for any Borrowing of Euro Rate
Loans shall commence on the date of such Borrowing (including the date of
any conversion from a Borrowing of Base Rate Loans) and each Interest
Period occurring thereafter in respect of such Borrowing shall commence on
the day on which the immediately preceding Interest Period expires;

-9-

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

(iv) if any Interest Period would otherwise expire on a day which is
not a Business Day, such Interest Period shall expire on the next
succeeding Business Day, PROVIDED that if any Interest Period with respect
to Euro Rate Loans would otherwise expire on a day which is not a Business
Day but is a day of the month after which no further Business Day occurs in
such month, such Interest Period shall expire on the immediately preceding
Business Day;

(v) no Interest Period with respect to any Borrowing may (x) extend
beyond any date upon which a Scheduled Commitment Reduction is required to
be made if after giving effect to the selection of such Interest Period,
the aggregate Principal Amount of all DRF Loans or all MCRF Loans
maintained as Euro Rate Loans with Interest Periods ending after such date
would exceed the aggregate Principal Amount of DRF Loans or MCRF Loans, as
the case may be, permitted to be outstanding after such Scheduled
Commitment Reduction or (y) extend beyond the Maturity Date; and

(vi) no Interest Period may be elected at any time when a Default
under Section 9.01 or an Event of Default is then in existence and the
Agent or the Required Banks have determined in its or their sole discretion
not to permit such election.

(b) If upon the expiration of any Interest Period applicable to a
Borrowing of Euro Rate Loans, the applicable Borrower has failed to (or may not)
elect a new Interest Period to be applicable to such Euro Rate Loans as provided
above, such Borrower shall be deemed to have elected to convert such Loans into
Base Rate Loans, provided that if such Euro Rate Loans are Deutsche ▇▇▇▇
denominated or Yen denominated, then such Euro Rate Loans shall become due and
payable upon such expiration.

1.019 INCREASED COSTS, ILLEGALITY, ETC. (a) In the event that (x)
in the case of clause (i) or (iv) below, the Agent or (y) in the case of clauses
(ii) and (iii) below, any Bank shall have determined on a reasonable basis
(which determination shall, absent manifest or demonstrable error, be final and
conclusive and binding upon all parties hereto):

(i) on any date for determining the Euro Rate for any Interest
Period that, by reason of any changes arising after the Restatement
Effective Date affecting the applicable interbank market, adequate and fair
means do not exist for ascertaining the applicable interest rate on the
basis provided for in the definition of the respective Euro Rate; or

-10-

(ii) at any time, that such Bank shall incur increased costs or
reductions in the amounts received or receivable hereunder in an amount
which such Bank deems material with respect to any Euro Rate Loans (other
than any increased cost or reduction attributable to the imposition of or a
change in the rate of taxes or similar charges) because of (x) any change
since the Restatement Effective Date in any applicable law, governmental
rule, regulation, guideline or order, or in the interpretation or
administration thereof and including the introduction of any new law or
governmental rule, regulation, guideline or order (such as, for example,
but not limited to, a change in official reserve requirements, but, in all
events, excluding reserves payable pursuant to Section 1.09(c)) and/or (y)
other circumstances adversely affecting the applicable interbank market or
the position of such Bank in such market; or

(iii) at any time, that the making or continuance of any Euro Rate
Loan has become unlawful by compliance by such Bank in good faith with any
change (including by interpretation) since the Restatement Effective Date
in any law, governmental rule, regulation, guideline or order or would
conflict with any thereof not having the force of law but with which such
Bank customarily complies or has become impracticable as a result of a
contingency occurring after the Restatement Effective Date which materially
adversely affects the applicable interbank market; or

(iv) at any time that any Alternate Currency is not available in
sufficient amounts, as determined in good faith by the Agent, to fund any
Borrowing of Loans denominated in such Alternate Currency;

then, and in any such event, such Bank (or the Agent in the case of clause (i)
or (iv) above) shall (x) on such date and (y) within 10 Business Days of the
date on which such event no longer exists give notice (by telephone confirmed in
writing) to the Company and the respective Borrower (if other than the Company)
and, except in the case of clause (i) or (iv) above, to the Agent of such
determination (which notice the Agent shall promptly transmit to each of the
other Banks). Thereafter (w) in the case of clause (i) above, Euro Rate Loans
denominated in the affected currency or currencies shall no longer be available
until such time as the Agent notifies the Company and the Banks that the
circumstances giving rise to such notice by the Agent no longer exist (which
notice the Agent agrees to give at such time when such circumstances no longer
exist), and any Notice of Borrowing or Notice of Conversion given by a Borrower
with respect to such Euro Rate Loans, which have not yet been incurred shall be
deemed rescinded by the relevant Borrower or, in the case of a Notice of
Borrowing relating to Dollar denominated or Pounds Sterling denominated Loans
shall, at the option of the applicable Borrower, be deemed converted into a
Notice of Borrowing for Base Rate Loans in such currency on the date of
Borrowing contained in such Notice of Borrowing, (x) in the case of clause (ii)
above, the applicable Borrower shall pay to such Bank, upon written demand
therefor, such additional amounts (in the form of an increased rate of, or a
different method

-11-

of calculating, interest or otherwise as such Bank shall reasonably determine)
as shall be required to compensate such Bank for such increased costs or
reductions in amounts receivable hereunder (a written notice as to the
additional amounts owed to such Bank, showing in reasonable detail the basis for
the calculation thereof, which basis must be reasonable, submitted to the
applicable Borrower by such Bank shall, absent manifest or demonstrable error,
be final and conclusive and binding on all the parties hereto), (y) in the case
of clause (iii) above, the applicable Borrower shall take one of the actions
specified in Section 1.09(b) as promptly as possible and, in any event, within
the time period required by law and (z) in the case of clause (iv) above, Loans
in the affected Alternate Currency shall no longer be available until such time
as the Agent notifies the Company and the Banks that the circumstances giving
rise to such notice by the Agent no longer exists (which notice the Agent agrees
to give at such time when such circumstances no longer exist), and any Notice of
Borrowing given by a Borrower with respect to such Alternate Currency Loans
which have not yet been incurred shall be deemed rescinded by such Borrower.

(b) At any time that any Euro Rate Loan is affected by the
circumstances described in Section 1.09(a)(ii) or (iii), the applicable Borrower
may (and in the case of a Euro Rate Loan affected pursuant to Section
1.09(a)(iii) the applicable Borrower shall) either (i) if the affected Euro Rate
Loan is then being made pursuant to a Borrowing, by giving the Agent telephonic
notice (confirmed promptly in writing) thereof on the same date that the
respective Borrower was notified by a Bank pursuant to Section 1.09(a)(ii) or
(iii), cancel said Borrowing, or in the case of Euro Rate Loans denominated in
Dollars or Pounds Sterling either convert the related Notice of Borrowing into
one requesting a Borrowing of Base Rate Loans or require the affected Bank to
make its requested Loan as a Base Rate Loan or (ii) if the affected Euro Rate
Loan is then outstanding, upon at least one Business Day's notice to the Agent,
(A) in the case of a Euro Rate Loan denominated in Dollars or Pounds Sterling,
require the affected Bank to convert each such Loan into a Base Rate Loan and
(B) in the case of all other Alternate Currency Loans, repay all Loans
denominated in such Alternate Currency in full, PROVIDED that, if more than one
Bank is affected at any time, then all affected Banks must be treated the same
pursuant to this Section 1.09(b).

(c) In the event that any Bank shall reasonably determine (which
determination shall, absent manifest error, be final and conclusive and binding
on all parties hereto) at any time that (1) by reason of Regulation D such Bank
is required to maintain reserves in respect of eurodollar loans or liabilities
during any period it has a Euro Rate Loan denominated in Dollars outstanding or
(2) such Bank is required to maintain reserves (including, without limitation,
any marginal, emergency, supplemental, special or other reserves required by
applicable law) which have been established by any Federal, state, local or
foreign court or governmental agency, authority, instrumentality or regulatory
body with jurisdiction over such Bank (including any branch, affiliate or
funding office thereof) in respect of any Alternate Currency Loans or any
category of liabilities which includes deposits by reference to which the
interest rate on any Alternate Currency Loan is determined or any category of
extensions

-12-

of credit or other assets which includes loans by a non-United States office of
any Bank to non-United States residents, then, in either case, unless such
reserves are included in the calculation of the interest rate applicable to such
Euro Rate Loans or in Section 1.09(a)(ii), such Bank shall promptly notify the
Company in writing specifying the additional amounts required to indemnify such
Bank against the cost of maintaining such reserves (such written notice to set
forth in reasonable detail a computation of such additional amounts) and the
applicable Borrower shall pay to such Bank such specified amounts as additional
interest at the time that such Borrower is otherwise required to pay interest in
respect of such Loan or, if later, on written demand therefor by such Bank.

(d) If any Bank shall have determined that after the Restatement
Effective Date, the adoption of any applicable law, rule or regulation regarding
capital adequacy, or any change therein, or any change in the interpretation or
administration thereof by any governmental authority, central bank or comparable
agency charged by law with the interpretation or administration thereof, or
compliance by such Bank or its parent corporation with any request or directive
regarding capital adequacy (whether or not having the force of law) of any such
authority, central bank or comparable agency, in each case made subsequent to
the Restatement Effective Date, has or would have the effect of reducing by an
amount reasonably deemed by such Bank to be material the rate of return on such
Bank's or its parent corporation's capital or assets as a consequence of such
Bank's commitments or obligations hereunder to a level below that which such
Bank or its parent corporation could have achieved but for such adoption,
effectiveness, change or compliance (taking into consideration such Bank's or
its parent corporation's policies with respect to capital adequacy), then from
time to time, within 15 days after demand by such Bank (with a copy to the
Agent), the Company agrees to pay to such Bank such additional amount or amounts
as will compensate such Bank or its parent corporation for such reduction, it
being understood and agreed that a Bank shall not be entitled to any such
compensation as a result of such Bank's compliance with, or pursuant to any
request or directive to comply with, any such law, rule or regulation that is in
effect on the date hereof. Each Bank, upon determining in good faith that any
additional amounts will be payable pursuant to this Section 1.09(d), will give
prompt written notice thereof to the Company, which notice shall set forth in
reasonable detail the basis of the calculation of such additional amounts, which
basis must be reasonable, although the failure to give any such notice shall not
release or diminish any of the Company's obligations to pay additional amounts
pursuant to this Section 1.09(d) upon the subsequent receipt of such notice. No
Bank shall demand compensation for any reduction referred to in this Section
1.09(d) if it shall not at the time be the general policy or practice of such
Bank to demand such compensation in similar circumstances under comparable
provisions of other credit agreements.

(e) Notwithstanding anything in this Agreement to the contrary, to
the extent any notice or request required by Section 1.09, 1.10, 2.06 or 4.04 is
given by any Bank more than 120 days after such Bank obtained, or reasonably
should have obtained, knowledge of the occurrence of the event giving rise to
the additional costs, reductions in amounts, losses, taxes

-13-

or other additional amounts of the type described in such Section, such Bank
shall not be entitled to compensation under Section 1.09, 1.10, 2.06 or 4.04 for
any amounts incurred or accruing prior to the giving of such notice to the
Borrower.

1.10 COMPENSATION. Each Borrower shall compensate each Bank, upon
its written request (which request shall set forth the detailed basis for
requesting and the method of calculating such compensation), for all reasonable
losses, expenses and liabilities (including, without limitation, any loss,
expense or liability incurred by reason of the liquidation or reemployment of
deposits or other funds required by such Bank to fund its Euro Rate Loans) which
such Bank reasonably may sustain: (i) if for any reason (other than a default
by such Bank or the Agent) a Borrowing of Euro Rate Loans does not occur on a
date specified therefor in a Notice of Borrowing or Notice of Conversion
(whether or not withdrawn by such Borrower or deemed withdrawn pursuant to
Section 1.09(a)); (ii) if any repayment or conversion of any of its Euro Rate
Loans occurs on a date which is not the last day of an Interest Period
applicable thereto; (iii) if any prepayment of any of its Euro Rate Loans is not
made on any date specified in a notice of prepayment given by such Borrower; or
(iv) as a consequence of (x) any other default by such Borrower to repay its
Loans when required by the terms of this Agreement or (y) an election made
pursuant to Section 1.09(b).

1.11 CHANGE OF LENDING OFFICE. Each Bank agrees that, upon the
occurrence of any event giving rise to the operation of Section 1.09(a)(ii) or
(iii), 1.09(c) or (d), 2.06 or 4.04 with respect to such Bank, it will, if
requested by the applicable Borrower, use reasonable efforts (subject to overall
policy considerations of such Bank) to designate another lending office for any
Loans or Commitments affected by such event, PROVIDED that such designation is
made on such terms that such Bank and its lending office suffer no economic,
legal or regulatory disadvantage, with the object of avoiding the consequence of
the event giving rise to the operation of any such Section. Nothing in this
Section 1.11 shall affect or postpone any of the obligations of any Borrower or
the right of any Bank provided in Section 1.09 or 4.04.

1.12 REPLACEMENT OF BANKS. If (x) a Borrower receives notice from
any Bank requesting increased costs or additional amounts under Section 1.09
(other than 1.09(c)), 2.06 or 4.04 deemed by the Company to be material and
which are not generally being requested by other Banks, (y) any Bank is affected
in the manner described in Section 1.09(a)(iii) or (z) a Bank becomes a
Defaulting Bank, the Company shall have the right, if no Event of Default exists
and unless in the case of clause (x) such Bank has removed or cured the
conditions which resulted in the obligation to pay such increased costs or
additional amounts or agreed to waive and otherwise forego any right it may have
to any payments provided for under Sections 1.09, 2.06 and 4.04 in respect of
such conditions, to replace in its entirety such Bank (the "Replaced Bank"),
upon prior written notice to the Agent and such Replaced Bank, with one or more
other Eligible Transferee or Transferees (collectively, the "Replacement Bank")
acceptable to the Agent (which acceptance shall not be unreasonably withheld),
PROVIDED that

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at the time of any replacement pursuant to this Section 1.12, the Replaced Bank
and the Replacement Bank shall enter into one or more Assignment Agreements
(appropriately completed), pursuant to which: (i) the Replacement Bank shall
acquire all of the Commitments and outstanding Loans of, and Swingline Loan
and/or Letter of Credit participations of, the Replaced Bank and, in connection
therewith, shall pay (x) to the Replaced Bank in respect thereof an amount equal
to the sum of (a) an amount equal to the Principal Amount of, and all accrued
but unpaid interest on, all outstanding Loans of the Replaced Bank (in each case
in the Applicable Currencies) and (b) an amount equal to all accrued, but
theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 3.01 and
(y) to the Swingline Lender or Letter of Credit Issuer, as the case may be, any
portion of a Mandatory Borrowing or the funding of a drawing, respectively, as
to which the Replaced Bank is then in default; and (ii) each Borrower shall pay
to the Replaced Bank any other amounts payable to the Replaced Bank under this
Agreement (including, without limitation, amounts payable under Section 1.09
and/or 1.10 which have accrued to the date of such replacement). Upon the
execution of the respective assignment documentation, the payment of amounts
referred to in the preceding sentence and, if so requested by the Replacement
Bank, delivery to the Replacement Bank of the applicable Notes executed by the
respective Borrowers, the Replacement Bank shall become a Bank hereunder and the
Replaced Bank shall cease to constitute a Bank hereunder, except with respect to
indemnification provisions under this Agreement, which shall survive as to such
Replaced Bank.

SECTION 2. LETTERS OF CREDIT.

1.021 LETTERS OF CREDIT. (a) Subject to and upon the terms and
conditions herein set forth, the Company may request a Letter of Credit Issuer
at any time and from time to time on or after the Restatement Effective Date and
prior to the Maturity Date to issue, for the account of the Company and in
support of (x) trade obligations, workmen's compensation and any other
obligations of the Company and/or its Subsidiaries incurred in the ordinary
course of its business and/or (y) such other obligations of the Company and/or
its Subsidiaries to any other Person that are acceptable to the Agent, and
subject to and upon the terms and conditions herein set forth such Letter of
Credit Issuer agrees to issue from time to time, irrevocable letters of credit
in such form as may be approved by such Letter of Credit Issuer and the Agent
(each such letter of credit, and each Existing Letter of Credit described in
Section 2.02, a "Letter of Credit" and collectively, the "Letters of Credit").

(b) Letters of Credit will be denominated in Dollars provided that
the Loan Notes Guaranty may be denominated in Pounds Sterling.

(c) Notwithstanding the foregoing, (i) no Letter of Credit shall be
issued the Stated Amount of which, when added to the sum of (x) the Letter of
Credit Outstandings at such time and (y) the aggregate principal amount of all
DRF Loans and all Dollar Swingline Loans then outstanding, would exceed an
amount equal to the Total DRF Commitment at such

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time and (ii) each Letter of Credit shall, unless otherwise agreed by the Letter
of Credit Issuer, have an expiry date occurring not later than one year after
such Letter of Credit's date of issuance although any Letter of Credit may be
renewable for successive periods of up to 12 months, but not beyond the Business
Day next preceding the Maturity Date, on terms acceptable to the Agent and the
relevant Letter of Credit Issuer.

(d) Notwithstanding the foregoing, in the event a Bank Default
exists, no Letter of Credit Issuer shall be required to issue any Letter of
Credit unless such Letter of Credit Issuer has entered into arrangements
satisfactory to it and the Company to eliminate such Letter of Credit Issuer's
risk with respect to the participation in Letters of Credit of the Defaulting
Bank or Banks, including by cash collateralizing such Defaulting Bank's or
Banks' participation in the Letter of Credit Outstandings.

1.022 EXISTING LETTERS OF CREDIT. Annex III hereto contains a
description of all letters of credit issued under the Original Credit Agreement
(including any Loan Notes Guaranty) that are outstanding on, and that will
continue in effect after, the Restatement Effective Date. Each such letter of
credit and loan notes guaranty issued by a bank that is a Bank hereunder on the
Restatement Effective Date (each, an "Existing Letter of Credit"), shall
constitute a "Letter of Credit" for all purposes of this Agreement issued, for
purposes of Section 2.05(a), on the Restatement Effective Date.

1.023 LETTER OF CREDIT REQUESTS; NOTICES OF ISSUANCE. (a) Whenever
it desires that a Letter of Credit be issued, the Company shall give the Agent
and the Letter of Credit Issuer written notice (including by way of telecopier)
in the form of Exhibit A-2 thereof prior to 3:00 P.M. (Local Time) at least
three Business Days (or such shorter period as may be acceptable to the relevant
Letter of Credit Issuer) prior to the proposed date of issuance (which shall be
a Business Day) (each a "Letter of Credit Request"), which Letter of Credit
Request shall include an application for such Letter of Credit and any other
documents that such Letter of Credit Issuer customarily requires in connection
therewith. The Agent shall promptly notify each Bank of each Letter of Credit
Request.

(b) Each Letter of Credit Issuer shall, on the date of each issuance
of a Letter of Credit by it, give the Agent, each Bank and the Company written
notice of the issuance of such Letter of Credit, accompanied by a copy to the
Agent of the Letter of Credit or Letters of Credit issued by it. Each Letter of
Credit Issuer shall provide to the Agent a weekly summary describing each Letter
of Credit issued by such Letter of Credit Issuer and then outstanding.

1.024 AGREEMENT TO REPAY LETTER OF CREDIT DRAWINGS. (a) The Company
hereby agrees to reimburse each Letter of Credit Issuer, by making payment to
the Agent, in Dollars (or, in the case of any payment or disbursement made by
the Letter of Credit Issuer in Pounds Sterling, of the Dollar Equivalent of such
payment or disbursement) and in

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immediately available funds at the appropriate Payment Office, for any payment
or disbursement made by such Letter of Credit Issuer under any Letter of Credit
(each such amount so paid or disbursed until reimbursed, an "Unpaid Drawing")
immediately after, and in any event on the date on which, such Letter of Credit
Issuer notifies the Agent and the Company of such payment or disbursement (which
notice to the Company shall be delivered reasonably promptly after any such
payment or disbursement), with interest on the amount so paid or disbursed by
such Letter of Credit Issuer, to the extent not reimbursed prior to 3:00 P.M.
(Local Time) on the date of such payment or disbursement, from and including the
date paid or disbursed to but not including the date such Letter of Credit
Issuer is reimbursed therefor at a rate per annum which shall be the rate then
applicable to DRF Loans that are Base Rate Loans of such payment or disbursement
(plus an additional 2% per annum if not reimbursed by the third Business Day
after the date of such payment or disbursement), such interest also to be
payable on demand.

(b) The Company's obligation under this Section 2.04 to reimburse
each Letter of Credit Issuer with respect to Unpaid Drawings (including, in each
case, interest thereon) shall be absolute and unconditional under any and all
circumstances and irrespective of any setoff, counterclaim or defense to payment
which the Company may have or have had against such Letter of Credit Issuer, the
Agent, any other Letter of Credit Issuer or any Bank, including, without
limitation, any defense based upon the failure of any drawing under a Letter of
Credit to conform to the terms of the Letter of Credit or any non- application
or misapplication by the beneficiary of the proceeds of such drawing, PROVIDED,
HOWEVER, that the Company shall not be obligated to reimburse a Letter of Credit
Issuer for any wrongful payment made by such Letter of Credit Issuer under a
Letter of Credit as a result of acts or omissions constituting willful
misconduct or gross negligence on the part of such Letter of Credit Issuer.

1.025 LETTER OF CREDIT PARTICIPATIONS. (a) Immediately upon the
issuance by a Letter of Credit Issuer of any Letter of Credit, such Letter of
Credit Issuer shall be deemed to have sold and transferred to each Bank with a
DRF Commitment, and each such Bank (each a "Participant") shall be deemed
irrevocably and unconditionally to have purchased and received from such Letter
of Credit Issuer, without recourse or warranty, an undivided interest and
participation, to the extent of such Bank's DRF Percentage in such Letter of
Credit, each substitute letter of credit, each drawing made thereunder and the
obligations of the Company under this Agreement with respect thereto (although
Letter of Credit Fees shall be payable directly to the Agent for the account of
the Banks as provided in Section 3.01(b) and the Participants shall have no
right to receive any portion of any Facing Fees) and any security therefor or
guaranty pertaining thereto. Upon any change in the DRF Commitments of the
Banks pursuant to Section 1.12 and/or 13.04(b), it is hereby agreed that, with
respect to all outstanding Letters of Credit and Unpaid Drawings, there shall be
an automatic adjustment to the participations pursuant to this Section 2.05 to
reflect the new DRF Percentages of the assigning and assignee Bank.

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(b) In determining whether to pay under any Letter of Credit, a
Letter of Credit Issuer shall not have any obligation relative to the
Participants other than to determine that any documents required to be delivered
under such Letter of Credit have been delivered and that they appear to comply
on their face with the requirements of such Letter of Credit. Any action taken
or omitted to be taken by a Letter of Credit Issuer under or in connection with
any Letter of Credit issued by it if taken or omitted in the absence of gross
negligence or willful misconduct, shall not create for such Letter of Credit
Issuer any resulting liability.

(c) In the event that a Letter of Credit Issuer makes any payment
under any Letter of Credit and the Company shall not have reimbursed such amount
in full to such Letter of Credit Issuer pursuant to Section 2.04(a), such Letter
of Credit Issuer shall promptly notify the Agent, and the Agent shall promptly
notify each Participant of such failure, and each Participant shall promptly and
unconditionally pay to the Agent for the account of such Letter of Credit
Issuer, the amount of such Participant's DRF Percentage of such payment in
Dollars (or, in the case of any reimbursed payment made in Pounds Sterling,
Pounds Sterling) and in same day funds, PROVIDED, HOWEVER, and notwithstanding
anything to the contrary in Section 2.05(e), no Participant shall be obligated
to pay to the Agent its DRF Percentage of such unreimbursed amount for any
wrongful payment made by such Letter of Credit Issuer under a Letter of Credit
as a result of acts or omissions constituting willful misconduct or gross
negligence on the part of such Letter of Credit Issuer. If the Agent so
notifies any Participant required to fund a payment under a Letter of Credit
prior to 11:00 A.M. (Local Time) on any Business Day, such Participant shall
make available to the Agent for the account of the relevant Letter of Credit
Issuer such Participant's DRF Percentage of the amount of such payment on such
Business Day in Dollars (or, in the case of any unreimbursed payment made in
Pounds Sterling) Pounds Sterling and in same day funds. If and to the extent
such Participant shall not have so made its DRF Percentage of the amount of such
payment available to the Agent for the account of the relevant Letter of Credit
Issuer, such Participant agrees to pay to the Agent for the account of such
Letter of Credit Issuer, forthwith on demand such amount, together with interest
thereon, for each day from such date until the date such amount is paid to the
Agent for the account of such Letter of Credit Issuer at the Federal Funds
Effective Rate. The failure of any Participant to make available to the Agent
for the account of the relevant Letter of Credit Issuer its DRF Percentage of
any payment under any Letter of Credit shall not relieve any other Participant
of its obligation hereunder to make available to the Agent for the account of
such Letter of Credit Issuer its DRF Percentage of any payment under any Letter
of Credit on the date required, as specified above, but no Participant shall be
responsible for the failure of any other Participant to make available to the
Agent for the account of such Letter of Credit Issuer such other Participant's
DRF Percentage of any such payment.

(d) Whenever a Letter of Credit Issuer receives a payment of a
reimbursement obligation as to which the Agent has received for the account of
such Letter of Credit Issuer any payments from the Participants pursuant to
clause (c) above, such Letter of Credit Issuer shall pay to the Agent and the
Agent shall promptly pay to each Participant which has paid its

-▇▇-

▇▇▇ ▇▇▇▇▇▇▇▇▇▇ thereof, in the currency received and in same day funds, an
amount equal to such Participant's DRF Percentage of the principal amount
thereof and interest thereon accruing after the purchase of the respective
participations.

(e) The obligations of the Participants to make payments to the Agent
for the account of each Letter of Credit Issuer with respect to Letters of
Credit shall be irrevocable and not subject to counterclaim, set-off or other
defense or any other qualification or exception whatsoever and shall be made in
accordance with the terms and conditions of this Agreement under all
circumstances, including, without limitation, any of the following
circumstances:

(i) any lack of validity or enforceability of this Agreement or any
of the other Credit Documents;

(ii) the existence of any claim, set-off, defense or other right
which the Company may have at any time against a beneficiary named in a
Letter of Credit, any transferee of any Letter of Credit (or any Person for
whom any such transferee may be acting), the Agent, any Letter of Credit
Issuer, any Bank, or other Person, whether in connection with this
Agreement, any Letter of Credit, the transactions contemplated herein or
any unrelated transactions (including any underlying transaction between
the Company and the beneficiary named in any such Letter of Credit);

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

(iv) the surrender or impairment of any security for the performance
or observance of any of the terms of any of the Credit Documents; or

(v) the occurrence of any Default or Event of Default.

1.026 INCREASED COSTS. If after the Restatement Effective Date, the
adoption of any applicable law, rule or regulation, or any change therein, or
any change in the interpretation or administration thereof by any governmental
authority, central bank or comparable agency charged with the interpretation or
administration thereof, or actual compliance by any Letter of Credit Issuer or
any Bank with any request or directive (whether or not having the force of law)
by any such authority, central bank or comparable agency (in each case made or
adopted subsequent to the Restatement Effective Date) shall either (i) impose,
modify or make applicable any reserve, deposit, capital adequacy or similar
requirement against Letters of Credit issued by such Letter of Credit Issuer or
such Bank's participation therein, or (ii) shall impose on such Letter of Credit
Issuer or any Bank any other conditions affecting its obligations under this
Agreement in respect of Letters of Credit, any Letter of Credit or such Bank's
participation therein; and the result of any of the foregoing is to increase the
cost to

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such Letter of Credit Issuer or such Bank of issuing, maintaining or
participating in any Letter of Credit, or to reduce the amount of any sum
received or receivable by such Letter of Credit Issuer or such Bank hereunder
(other than any increased cost or reduction attributable to the imposition of or
a change in the rate of taxes or similar charges), then, promptly after receipt
of written demand to the Company by such Letter of Credit Issuer or such Bank (a
copy of which notice shall be sent by such Letter of Credit Issuer or such Bank
to the Agent), the Company shall pay to such Letter of Credit Issuer or such
Bank such additional amount or amounts as will compensate any such Letter of
Credit Issuer or such Bank for such increased cost or reduction, it being
understood and agreed that the Letter of Credit Issuer or any Participant shall
not be entitled to any such compensation as a result of such Person's compliance
with, or pursuant to any request or directive to comply with, any such law, rule
or regulation that is in effect on the date hereof. A certificate submitted to
the Company by any Letter of Credit Issuer or any Bank, as the case may be (a
copy of which certificate shall be sent by such Letter of Credit Issuer or such
Bank to the Agent), setting forth in reasonable detail the basis for the
determination of such additional amount or amounts necessary to compensate any
Letter of Credit Issuer or such Bank as aforesaid shall be conclusive and
binding on the Company absent manifest or demonstrable error, although the
failure to deliver any such certificate shall not release or diminish any of the
Company's obligations to pay additional amounts pursuant to this Section 2.06.

SECTION 3. FEES; COMMITMENTS.

1.031 FEES. (a) The Company agrees to pay to the Agent in Dollars a
facility fee (the "Facility Fee") for the account of each Non-Defaulting Bank
for the period from and including the Restatement Effective Date to but not
including the date the Total Commitment has been terminated, computed for each
day at a per annum rate equal to the Applicable Percentage for such day
multiplied by the then Commitment of such Bank. Such Facility Fee shall be due
and payable quarterly in arrears on the last Business Day of each March, June,
September and December and on the date upon which the Total Commitment is
terminated.

(b) The Company agrees to pay to the Agent, for the account of each
Non-Defaulting Bank, PRO RATA on the basis of its applicable DRF Percentage, in
Dollars a fee in respect of each Letter of Credit (the "Letter of Credit Fee")
computed for each day at a per annum rate equal to the Applicable Percentage for
such day multiplied by the then daily Stated Amount of such Letter of Credit.
Accrued Letter of Credit Fees shall be due and payable quarterly in arrears on
the last Business Day of each March, June, September and December of each year
and on the date upon which the Total Commitment is terminated.

(c) The Company agrees to pay to the Agent for the account of each
Letter of Credit Issuer in Dollars a fee in respect of each Letter of Credit
issued by it (the "Facing Fee") computed for each day at a per annum rate of 1/4
of 1% per annum on the then Stated Amount of such Letter of Credit. Accrued
Facing Fees shall be due and payable quarterly in arrears on

-20-

the last Business Day of each March, June, September and December of each year
and on the date upon which the Total Commitment is terminated.

(d) The Company agrees to pay directly to each Letter of Credit
Issuer upon each issuance of, drawing under, and/or amendment of, a Letter of
Credit issued by it such amount as shall at the time of such issuance, drawing
or amendment be the administrative charge which such Letter of Credit Issuer is
customarily charging for issuances of, drawings under or amendments of, letters
of credit issued by it.

(e) The Company shall pay to the Agent on the Restatement Effective
Date and thereafter for its own account and/or for distribution to the Banks
such fees as heretofore agreed by the Company and the Agent.

(f) All computations of Fees shall be made in accordance with Section
13.07(b).

1.032 ADDITIONAL CHARGES. Within three Business Days of the Company
being notified in writing by the Agent of any Additional Charges, the Company
shall pay to the Agent in Dollars such Additional Charges for the accounts of
the Banks as their interests may appear.

1.033 VOLUNTARY REDUCTION OF COMMITMENTS. Upon at least three
Business Days' prior written notice (or telephonic notice confirmed in writing)
to the Agent at the applicable Notice Office (which notice the Agent shall
promptly transmit to each of the Banks), the Company shall have the right,
without premium or penalty, to terminate or partially reduce the Unutilized
Total DRF Commitment and/or Unutilized Total MCRF Commitment, as the case may
be, as the Company may elect, PROVIDED that (i) any such termination shall apply
to proportionately and permanently reduce the DRF Commitment and/or MCRF
Commitment, if any, of each of the Banks based on its DRF Percentage or MCRF
Percentage, as the case may be, and (ii) any partial reduction pursuant to this
Section 3.03 shall be in the amount of at least $1,000,000 and shall apply to
reduce the remaining Scheduled Commitment Reductions in such manner as selected
by the Company and notified to the Agent in writing at the time of such partial
reduction.

1.034 MANDATORY ADJUSTMENTS OF COMMITMENTS, ETC. (a) The Total
Commitment (and the Commitment of each Bank) shall terminate on the Maturity
Date.

(b) On each date set forth below, the Total Commitment shall be
permanently reduced by the amount set forth opposite such date below (each such
reduction, a "Scheduled Commitment Reduction"):

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Date Amount
---- ------

September 30, 1999 $ 35,000,000
September 30, 2000 $ 35,000,000
September 30, 2001 $ 35,000,000
September 30, 2002 $ 35,000,000
Maturity Date $310,000,000

(c) Upon the closing of the Specified Receivables Facility pursuant
to the terms thereof, the Total Commitment shall be permanently reduced by the
"Total Commitment" as defined therein.

(d) On the fifth Business Day following the date of receipt thereof
by the Company and/or any Restricted Subsidiary of the Cash Proceeds from any
Asset Sale, then, unless the Modified Ratio is less than 2.5:1.0, the Total
Commitment shall be permanently reduced by an amount equal to 100% of such Net
Cash Proceeds then received from such Asset Sale; PROVIDED that (I) the sum of
(x) the first $100,000,000 of the Net Cash Proceeds from Asset Sales during each
fiscal year of the Company plus (y) up to 50% of any greater amount of the Net
Cash Proceeds received in any fiscal year from Asset Sales shall be excluded
from the requirement to so reduce the Total Commitment to the extent the Company
elects, as hereinafter provided, to cause such Net Cash Proceeds to be
reinvested in Reinvestment Assets (a "Reinvestment Election") and (II) in no
event shall the Total Commitment be reduced to less than $225 million pursuant
to this clause (d). The Company may exercise its Reinvestment Election (within
the parameters specified in the preceding sentence) with respect to an Asset
Sale if (x) no Event of Default exists on the date of delivering the
Reinvestment Notice referred to below and (y) the Company delivers a
Reinvestment Notice to the Agent by the fifth Business Day following the date of
the consummation of the respective Asset Sale, with such Reinvestment Election
being effective with respect to the Net Cash Proceeds of such Asset Sale equal
to the Anticipated Reinvestment Amount specified in such Reinvestment Notice.

(e) On the 91st day following the date of receipt thereof by the
Company, the Total Commitment shall be permanently reduced by an amount equal to
100% of the net cash proceeds from the incurrence of Permitted Subordinated Debt
(less any of such proceeds theretofore used to effect Permitted Acquisitions or
to repay Indebtedness theretofore incurred to finance Permitted Acquisitions);
PROVIDED that in no event shall the Total Commitment be reduced to less than
$225 million pursuant to this clause (e).

(f) On the Reinvestment Reduction Date with respect to a Reinvestment
Election, the Total Commitment shall be permanently reduced by an amount equal
to the Reinvestment Reduction Amount, if any, for such Reinvestment Election;
PROVIDED that in no

-22-

event shall the Total Commitment be reduced to less than $225 million pursuant
to this clause (f).

(g) Any reduction to the Total Commitment pursuant to Section
3.04(c), (d), (e) or (f) shall be applied to reduce the then remaining Scheduled
Commitment Reductions PRO RATA based upon the then remaining amount of such
Scheduled Commitment Reductions after giving effect to all prior reductions
thereto.

(h) Each partial reduction of the Total Commitment provided for in
this Section 3.04 shall apply PRO RATA to the Commitment of each Bank based on
its RF Percentage and shall reduce such Bank's DRF Commitment and MCRF
Commitment proportionately, PROVIDED that (x) so long as after giving effect
thereto the Total DRF Commitment is not less than the Total MCRF Commitment, any
reduction actually made on the date of any Scheduled Commitment Reduction (other
than the Maturity Date) pursuant to Section 3.04(b) may be applied only to the
Total DRF Commitment at the election of the Company and (y) all reductions
pursuant to any other provision of this Section 3.04 shall apply only to the
Total DRF Commitment until such time as the Total DRF Commitment has been
reduced to $200,000,000, with reductions only to the Total DRF Commitment to be
applied PRO RATA to the DRF Commitment, if any, of each Bank based on its DRF
Percentage and to reduce such Bank's DRF Commitment.

SECTION 4. PAYMENTS.

1.041 VOLUNTARY PREPAYMENTS. Each Borrower shall have the right to
prepay the Loans made to such Borrower, in whole or in part, without premium or
penalty, from time to time on the following terms and conditions: (i) such
Borrower shall give the Agent at the appropriate Payment Office written notice
(or telephonic notice promptly confirmed in writing) of its intent to prepay the
Loans, whether such Loans are DRF Loans, MCRF Loans or Swingline Loans, the
amount of such prepayment and (in the case of Euro Rate Loans) the specific
Borrowing(s) pursuant to which made, which notice shall (I) in the case of Loans
other than Swingline Loans, be received by the Agent by 10:00 A.M. (Local Time)
on the date of such prepayment (and which notice shall promptly be transmitted
by the Agent to each of the Banks) or (II) in the case of Swingline Loans, 12:00
Noon (Local Time) on the date of such prepayment; (ii) each partial prepayment
of any Borrowing shall be in an aggregate principal amount of (x) in the case of
Loans other than Swingline Loans, at least $500,000 (or having a Dollar
Equivalent of at least $500,000) and (y) in the case of Swingline Loans, in an
aggregate principal amount of at least $100,000 (or having a Dollar Equivalent
of at least $100,000), PROVIDED that no partial prepayment of Euro Rate Loans
made pursuant to a Borrowing shall reduce the aggregate principal amount of the
Loans outstanding pursuant to such Borrowing to an amount less than the Minimum
Borrowing Amount applicable thereto; (iii) each prepayment in respect of any
Loans made pursuant to a Borrowing shall be applied PRO RATA among such Loans,
PROVIDED that at such Borrower's election in connection with any

-23-

prepayment of Revolving Loans pursuant to this Section 4.01, such prepayment
shall not be applied to any Revolving Loans of any Defaulting Bank to the extent
its Revolving Loans represent a lower percentage of the aggregate outstanding
Revolving Loans of all Banks than the percentage which is such Defaulting Bank's
RF Percentage; and (iv) any prepayment of Euro Rate Loans made pursuant to this
Section 4.01 on any day other than the last day of an Interest Period applicable
thereto shall be subject to compliance with Section 1.10.

1.042 MANDATORY PREPAYMENTS.

(A) REQUIREMENTS: (i) If on any date (after giving effect to any
other repayments or prepayments on such date) the sum of (i) the aggregate
outstanding principal amount of DRF Loans and Dollar Swingline Loans plus (ii)
the aggregate amount of Letter of Credit Outstandings exceeds the Total DRF
Commitment as then in effect, the Company agrees to and shall repay on such date
that principal amount of Dollar Swingline Loans (and, if insufficient, DRF
Loans) and, after DRF Loans have been paid in full, Unpaid Drawings in an
aggregate amount equal to such excess. If, after giving effect to the
prepayment of all outstanding Dollar Swingline Loans, DRF Loans and Unpaid
Drawings, the aggregate amount of Letter of Credit Outstandings exceeds the
Total DRF Commitment as then in effect, the Company agrees to and shall pay to
the Agent an amount in cash and/or cash equivalents satisfactory to the Agent
and the Company equal to such excess and the Agent shall hold such payment as
security for the obligations of the Company hereunder pursuant to a cash
collateral agreement to be entered into in form and substance reasonably
satisfactory to the Agent and the Company (which shall permit certain
investments in cash equivalents satisfactory to the Agent and the Company until
the proceeds are applied to the secured obligations when due).

(ii) If on any date (after giving effect to any other repayments or
prepayments on such date) the sum of the aggregate outstanding Principal Amount
of MCRF Loans and Sterling Swingline Loans exceeds the Total MCRF Commitment as
then in effect, the Borrowers jointly and severally agree to and shall repay on
such date that Principal Amount of Sterling Swingline Loans (and, if
insufficient, MCRF Loans) in an aggregate amount equal to such excess.

(B) APPLICATION: With respect to each repayment of Loans required
by this Section 4.02, the applicable Borrower shall designate the Types of Loans
which are to be repaid and the specific Borrowing(s) under the affected Facility
pursuant to which made, PROVIDED that (i) such Borrower shall first so designate
all Loans of the respective Facility that are Base Rate Loans and Euro Rate
Loans with Interest Periods ending on the date of repayment prior to designating
any other Euro Rate Loans of such Facility for repayment, (ii) if the
outstanding principal amount of Euro Rate Loans made pursuant to a Borrowing is
reduced below the applicable Minimum Borrowing Amount as a result of any such
prepayment, then all the Loans outstanding pursuant to such Borrowing shall be
converted into Base Rate Loans (or repaid if outstanding in any Alternate
Currency other than Pounds

-24-

Sterling), (iii) each prepayment of any Loans made pursuant to a Borrowing shall
be applied PRO RATA among such Loans and (iv) notwithstanding the provisions of
the preceding clause (iii), no prepayment made pursuant to Section 4.02(A) of
Revolving Loans shall be applied to the Revolving Loans of any Defaulting Bank.
If the applicable Borrower is required to repay any Euro Rate Loans and such
prepayment will result in the relevant Borrower being required to pay breakage
costs under Section 1.10 (any such Euro Rate Loans, "Affected Loans"), such
Borrower may elect, by written notice to the Agent, to have the provisions of
the following sentence be applicable. At the time any Affected Loans are
otherwise required to be prepaid the applicable Borrower may elect to deposit
100% (or such lesser percentage elected by such Borrower as not being repaid) of
the principal amounts that otherwise would have been paid in respect of the
Affected Loans with the Agent to be held as security for the obligations of such
Borrower hereunder pursuant to a cash collateral agreement to be entered into in
form and substance satisfactory to the Agent, with such cash collateral to be
released from such cash collateral account (and applied to repay the principal
amount of such Euro Rate Loans) upon each occurrence thereafter of the last day
of an Interest Period applicable to Euro Rate Loans of the respective Facility
(or such earlier date or dates as shall be requested by such Borrower), with the
amount to be so released and applied on the last day of each Interest Period to
be the amount of such Euro Rate Loans to which such Interest Period applies (or,
if less, the amount remaining in such cash collateral account). In the absence
of a designation by a Borrower as described in the first sentence of this clause
(b), the Agent shall, subject to the above, make such designation in its sole
discretion with a view, but no obligation, to minimize breakage costs owing
under Section 1.10.

1.043 METHOD AND PLACE OF PAYMENT. Except as otherwise specifically
provided herein, all payments under this Agreement shall be made to the Agent
for the ratable (based on its PRO RATA share) account of the Banks entitled
thereto, not later than 2:00 P.M. (Local Time) on the date when due and shall be
made in immediately available funds at the appropriate Payment Office in (x)
Dollars, if such payment is made in respect of any obligation of the Borrowers
under this Agreement except as otherwise provided in the immediately following
clause (y) and (y) the appropriate Alternate Currency, if such payment is made
in respect of principal of or interest on Alternate Currency Loans or Letters of
Credit not denominated in Dollars, it being understood that written notice by a
Borrower to the Agent to make a payment from the funds in such Borrower's
account at the appropriate Payment Office shall constitute the making of such
payment to the extent of such funds held in such account. The principal of, and
interest on, each Alternate Currency Loan shall be paid only in the applicable
Alternate Currency. The Agent will thereafter cause to be distributed on the
same day (if payment was actually received by the Agent prior to 2:00 P.M.
(Local Time) on such day) like funds relating to the payment of principal or
interest or Fees ratably to the Banks entitled thereto. Any payments under this
Agreement which are made later than 2:00 P.M. (Local Time) shall be deemed to
have been made on the next succeeding Business Day. Whenever any payment to be
made hereunder shall be stated to be due on a day which is not a Business Day,
the due date thereof shall be extended to the next succeeding Business Day

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and, with respect to payments of principal, interest shall be payable during
such extension at the applicable rate in effect immediately prior to such
extension.

1.044 NET PAYMENTS. (a) All payments made by each Borrower
hereunder, under any Note or any other Credit Document, will be made without
setoff, counterclaim or other defense. Except as provided for in Section
4.04(b), all such payments will be made free and clear of, and without deduction
or withholding for, any present or future taxes, levies, imposts, duties, fees,
assessments or other charges of whatever nature now or hereafter imposed by any
Governmental Authority (but excluding any tax, interest, penalties or additions
to tax imposed on or measured by the net income (or any franchise tax measured
by or imposed on net income) of a Bank pursuant to the laws of the jurisdiction
(or any political subdivision or taxing authority thereof or therein) under
which such Bank is organized or in which the principal office or applicable
lending office of such Bank is located or under the laws of any political
subdivision or taxing authority of any such jurisdiction in which the principal
office or applicable lending office of such Bank is located) and all interest,
penalties or similar liabilities with respect thereto (collectively, "Taxes").
If any Taxes are so levied or imposed, such Borrower agrees to pay the full
amount of such Taxes and such additional amounts as may be necessary so that
every payment of all amounts due hereunder, under any Note or under any other
Credit Document, after withholding or deduction for or on account of any Taxes,
will not be less than the amount provided for herein or in such Note or in such
other Credit Document. If any amounts are payable in respect of Taxes pursuant
to the preceding sentence, such Borrower agrees to reimburse each Bank, upon the
written request of such Bank, for taxes imposed on or measured by the net income
or profits of such Bank pursuant to the laws of the jurisdiction in which such
Bank is organized or in which the principal office or applicable lending office
of such Bank is located or under the laws of any political subdivision or taxing
authority of any such jurisdiction in which the principal office or applicable
lending office of such Bank is located and for any withholding of income or
similar taxes imposed by the United States of America as such Bank shall
determine are payable by, or withheld from, such Bank in respect of such amounts
so paid to or on behalf of such Bank pursuant to the preceding sentence and in
respect of any amounts paid to or on behalf of such Bank pursuant to this
sentence. Each Borrower will furnish to the Agent within 45 days after the date
the payment of any Taxes or any withholding or deduction on account thereof is
due pursuant to applicable law certified copies of tax receipts, or other
evidence reasonably satisfactory to the Bank, evidencing such payment by the
Borrower. Each Borrower agrees to indemnify and hold harmless the Agent and
each Bank, and reimburse the Agent or such Bank upon its written request, for
the amount of any Taxes so levied or imposed and paid or withheld by such Bank.

(b) Each Bank which is not a United States person (as such term is
defined in Section 7701(a)(30) of the Code) for Federal income tax purposes
agrees with respect to Loans to the Company to provide to the Company and (in
the case of a Bank other than the Agent) the Agent on or prior to the
Restatement Effective Date, or in the case of a Bank that is an

-26-

assignee or transferee of an interest under this Agreement pursuant to Section
1.12 or Section 13.04 (unless the respective Bank was already a Bank hereunder
immediately prior to such assignment or transfer and such Bank is in compliance
with the provisions of this Section 4.04(b)), on the date of such assignment or
transfer to such Bank, (i) two accurate and complete original signed copies of
Internal Revenue Service Form 4224 or 1001 (or successor forms) certifying to
such Bank's entitlement to a complete exemption from United States withholding
tax with respect to payments to be made by the Company under this Agreement, any
Note or any other Credit Document, or (ii) if the Bank is not a "bank" within
the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either
Internal Revenue Service Form 1001 or 4224 pursuant to clause (i) above, (x) a
certificate representing that such non-U.S. Bank is not a bank for purposes of
Section 881(c) of the Code, is not a 10% shareholder (within the meaning of
Section 871(h)(3)(B) of the Code) of the Company and is not a controlled foreign
corporation related to the Company (within the meaning of Section 864(d)(4) of
the Code) (any such certificate, a "Section 4.04(b)(ii) Certificate") and (y)
two accurate and complete original signed copies of Internal Revenue Service
Form W-8 (or successor form) certifying to such Bank's entitlement to a complete
exemption from United States withholding tax with respect to payments by the
Company of interest to be made under this Agreement, any Note or any other
Credit Document. In addition, each Bank agrees that from time to time after the
Restatement Effective Date, when a lapse in time or change in circumstances
renders the previous certification obsolete or inaccurate in any material
respect, it will deliver to the Company two new accurate and complete original
signed copies of Internal Revenue Service Form 4224 or 1001, or Form W-8 and a
Section 4.04(b)(ii) Certificate, as the case may be, and such other forms as may
be required in order to confirm or establish the entitlement of such Bank to a
continued exemption from or reduction in United States withholding tax with
respect to payments by the Company under this Agreement, any Note or any other
Credit Document, or it shall immediately notify the Company and the Agent of its
inability to deliver any such Form or Certificate in which case such Bank shall
not be obligated to deliver any such form or certificate pursuant to this
Section 4.04(b). Notwithstanding anything to the contrary contained in Section
4.04(a), but subject to Section 13.04(b) and the immediately succeeding
sentence, (x) the Company shall be entitled, to the extent it is required to do
so by law, to deduct or withhold income or other similar taxes imposed by the
United States (or any political subdivision or taxing authority thereof or
therein) from interest, fees or other amounts payable hereunder for the account
of any Bank which is not a United States person (as such term is defined in
Section 7701(a)(30) of the Code) for United States federal income tax purposes
and which has not provided to the Company and the Agent such forms that
establish a complete exemption from such deduction or withholding and (y) the
Company shall not be obligated pursuant to Section 4.04(a) hereof to pay a Bank
in respect of income or similar taxes imposed by the United States or any
additional amounts with respect thereto if such Bank has not provided to the
Company the Internal Revenue Service forms required to be provided to the
Company pursuant to this Section 4.04(b). Notwithstanding anything to the
contrary contained in the preceding sentence, or elsewhere in this Section 4.04
the Company agrees to pay additional amounts and indemnify each Bank in the
manner set forth in Section 4.04(a) in

-27-

respect of any Taxes deducted or withheld by it as described in the previous
sentence as a result of any changes after the Restatement Effective Date in any
applicable law, treaty, governmental rule, regulation, guideline or order, or in
the interpretation thereof, relating to the deducting or withholding of income
or similar Taxes.

(c) Each Bank with an MCRF Commitment (x) that is not organized under
the laws of a jurisdiction of the United Kingdom but that can qualify as a UK
Bank by utilizing a branch or affiliate as its UK Lending Office agrees that it
will do so, unless (i) the appropriate UK tax authority certifies a complete
exemption from UK withholding taxes with respect to payments to such Bank by the
UK Borrower under this Agreement pursuant to the further provisions of this
paragraph (c) or (ii) such utilization will cause such Bank any disadvantage or
cost (not compensated by the Borrowers) deemed by such Bank to be material) or
(y) that is a Treaty Bank (and is not, or does not desire to continue as, a UK
Bank for purposes of this Agreement) agrees that it will promptly file such
forms with the tax authority of the country in which such Bank is a resident
(for each such Bank, its "Resident Country") as appropriate to obtain for such
Bank the full exemption from (or reduction to) UK tax withholding as is
available to such Bank under the income tax treaty between the United Kingdom
and such Bank's Resident Country and that it will take, at the Borrowers'
expense, such follow-up actions as the UK Borrower reasonably requests to obtain
the approval of the appropriate UK tax authority for such exemption (or
reduction) and/or to obtain refunds of amounts theretofore paid by the UK
Borrower pursuant to Section 4.01(a) for the period prior to receipt of such
approval ("UK Tax Refunds").

(d) If the Company determines in good faith that a reasonable basis
exists for contesting any taxes for which indemnification has been demanded
hereunder, the relevant Bank or the Agent, as applicable, shall cooperate with
the Company in challenging such taxes at the Company's expense if so requested
by the Company, PROVIDED that the relevant Bank or the Agent, as the case may
be, shall not be required to so cooperate with the Company in challenging such
taxes if such Bank or the Agent shall determine, in its sole discretion, that
such challenge is or may be adverse to the business, operations or tax position
of such Bank or the Agent. If any Bank or the Agent, as applicable, receives a
refund of a tax for which a payment has been made by a Borrower pursuant to this
Agreement (including any UK Tax Treaty Refunds) or receives any credit, relief
or other tax benefit in connection therewith, which refund or benefit in the
good faith judgment of such Bank or the Agent, as the case may be, is
attributable to such payment made by such Borrower, then the Bank or the Agent,
as the case may be, shall reimburse such Borrower for such amount as the Bank or
Agent, as the case may be, determines to be the proportion of the refund or
benefit as will leave it, after such reimbursement, in no better or worse
position than it would have been in if the payment had not been required. A
Bank or the Agent shall claim any refund or benefit that it determines is
available to it, unless it concludes in its sole discretion that it would be
adversely affected by making such a claim. Notwithstanding any provision of
this Section 4.04(d) to the contrary, (i) the determination of the amount of a
refund or benefit attributable to a payment made by

-28-

a Borrower pursuant to this Agreement shall be made in the sole discretion of
the relevant Bank or the Agent, and (ii) neither the Bank nor the Agent shall be
obliged to disclose any information regarding its tax affairs or computations to
any Borrower in connection with this Section 4.04(d).

(e) Each Bank represents and agrees that, on the date hereof and at
all times during the term of this Agreement, it is not and will not be a conduit
entity participating in a conduit financing arrangement (as defined in Section
7701(1) of the Code and the regulations thereunder) with respect to the
Borrowings by the Company hereunder unless the Company has consented to such
arrangement prior thereto.

SECTION 5. CONDITIONS PRECEDENT.

1.051 CONDITIONS PRECEDENT TO RESTATEMENT EFFECTIVE DATE. This
Agreement shall become effective on the date (the "Restatement Effective Date")
when each of the following conditions are first satisfied:

(a) EFFECTIVENESS; NOTES. On or prior to the Restatement Effective
Date, (i) each Borrower and each of the Banks shall have signed a copy of
this Agreement (whether the same or different copies) and shall have
delivered the same to the Agent at its Notice Office or, in the case of the
Banks, shall have given to the Agent telephonic (confirmed in writing),
written, telex or facsimile transmitted notice (actually received) at its
Notice Office that the same has been signed and mailed to it and (ii) there
shall have been delivered to the Agent for the account of each Bank the
appropriate Note or Notes executed by the appropriate Borrower, in each
case, in the amount, maturity and as otherwise provided herein.

(b) OPINIONS OF COUNSEL. On the Restatement Effective Date, the
Agent shall have received opinions, addressed to the Agent and each of the
Banks and dated the Restatement Effective Date, from (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇,
special counsel to the Borrowers, which opinion shall cover the matters
contained in Exhibit C-1 hereto, (ii) the General Counsel of the Company,
which opinion shall cover the matters contained in Exhibit C-2 hereto,
(iii) ▇▇▇▇▇▇▇▇ Chance, special UK counsel to the UK Borrower, which opinion
shall cover the matters contained in Exhibit C-3 hereto and (iv) White &
Case, special counsel to the Banks, which opinion shall cover the matters
contained in Exhibit C-4 hereto, all in form and substance satisfactory to
the Agent.

(c) CORPORATE PROCEEDINGS. (i) On the Restatement Effective Date,
the Agent shall have received from the Company a certificate, dated the
Restatement Effective Date, signed by the President or any Vice-President
of the Company in the form of Exhibit D hereto with appropriate insertions
and deletions, together with (x) copies of the articles of incorporation
and the by-laws (or other organizational documents) of the

-29-

Company and each Credit Party, (y) the resolutions of the Company and each
Credit Party which shall be reasonably satisfactory to the Agent and (z) a
statement that all of the applicable conditions set forth in Sections
5.01(g), (m) and (n) and 5.02 exist as of such date.

(ii) On the Restatement Effective Date, all corporate and legal
proceedings and all instruments and agreements in connection with the
transactions contemplated by this Agreement and the other Transaction
Documents shall be reasonably satisfactory in form and substance to the
Agent, and the Agent shall have received all information and copies of all
certificates, documents and papers, including good standing certificates
and any other records of corporate proceedings and governmental approvals,
if any, which the Agent may have reasonably requested in connection
therewith, such documents and papers, where appropriate, to be certified by
proper corporate or governmental authorities.

(d) ORIGINAL CREDIT AGREEMENT. On the Restatement Effective Date and
concurrently with the initial borrowing hereunder, the Company shall have
(i) repaid in full the outstanding principal amount of all Loans under and
as defined in the Original Credit Agreement, (ii) terminated all letters of
credit issued thereunder (other than Existing Letters of Credit) and (iii)
paid all accrued but unpaid interest and fees under the Original Credit
Agreement, whether or not otherwise then due and payable.

(e) ADVERSE CHANGE, ETC. From August 1, 1996 to the Restatement
Effective Date, nothing shall have occurred (and neither the Banks nor the
Agent shall have become aware of any facts or conditions not previously
known) which the Agent or the Required Banks shall reasonably determine (i)
has, or would reasonably be expected to have, a material adverse effect on
the rights or remedies of the Banks or the Agent under this Agreement or
any other Credit Document, or on the ability of either Borrower to perform
its respective obligations to them, or (ii) has, or would reasonably be
expected to have, a Material Adverse Effect.

(f) LITIGATION. No actions, suits or proceedings shall be pending
or, to the knowledge of the Company, threatened against the Company or any
Subsidiary or any of their assets on the Restatement Effective Date (i)
with respect to this Agreement or any other Credit Document or (ii) which
the Agent shall determine has, or would reasonably be expected to have, (x)
a Material Adverse Effect or (y) a material adverse effect on rights or
remedies of the Banks or the Agent hereunder or under any other Credit
Document or on the ability of either Borrower to perform its respective
obligations to the Banks hereunder or under any other Credit Document.

(g) APPROVALS. On the Restatement Effective Date, all necessary
governmental and material third party approvals in connection with the
transactions contem-

-30-

plated by the Credit Documents and the other Transaction Documents and
otherwise referred to herein or therein to the extent such approvals are
required to be obtained or made prior to the Restatement Effective Date
shall have been obtained and remain in effect, and all applicable waiting
periods shall have expired without any action being taken by any competent
authority (including any court having jurisdiction) which restrains or
prevents such transactions or imposes, in the judgment of the Required
Banks or the Agent, materially adverse conditions upon the consummation of
such transactions.

(h) PLEDGE AGREEMENTS. (i) On the Restatement Effective Date, the
Company shall have duly authorized, executed and delivered an amended and
restated Pledge Agreement substantially in the form of Exhibit E-1 hereto
(as modified, amended or supplemented from time to time in accordance with
the terms thereof and hereof, the "Company Pledge Agreement") and the UK
Borrower shall have duly authorized, executed and delivered a Pledge
Agreement substantially in the form of Exhibit E-2 hereto (as modified,
amended or supplemented from time to time in accordance with the terms
thereof and hereof, the "UK Pledge Agreement") and each of the Company and
the UK Borrower shall have delivered to the Collateral Agent, as pledgee
thereunder, all of the certificates representing the Pledged Securities
referred to therein, accompanied by executed and undated stock powers, and
such Pledge Agreements shall be in full force and effect.

(ii) On the Restatement Effective Date, each Subsidiary Guarantor
shall have duly authorized, executed and delivered an amended and restated
Pledge Agreement substantially in the form of Exhibit E-3 hereto (as
modified, amended or supplemented from time to time in accordance with the
terms thereof and hereof, the "Subsidiary Pledge Agreement") and shall have
delivered to the Collateral Agent, as pledgee thereunder, all of the
certificates representing the Pledged Securities referred to therein,
accompanied by executed and undated stock powers, and the Subsidiary Pledge
Agreement shall be in full force and effect.

(i) SUBSIDIARY GUARANTY. On the Restatement Effective Date, each
Domestic Subsidiary shall have duly authorized, executed and delivered an
amended and restated Guaranty substantially in the form of Exhibit F hereto
(as modified, amended or supplemented from time to time in accordance with
the terms hereof and thereof, the "Subsidiary Guaranty"), and the
Subsidiary Guaranty shall be in full force and effect.

(j) SOLVENCY. On the Restatement Effective Date, the Agent shall
have received from the Vice-President and Controller of the Company a
certificate in the form of Exhibit G hereto, expressing opinions of value
and other appropriate facts or information regarding the solvency of the
Company and its Subsidiaries taken as a whole.

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(k) FEES. On or prior to the Restatement Effective Date, the Company
shall have paid to the Agent and the Banks all Fees and expenses agreed
upon by such parties to be paid on or prior to such date.

(l) CONSENT LETTER. On the Restatement Effective Date, the Agent
shall have received a letter from The ▇▇▇▇▇▇▇▇-▇▇▇▇ Corporation System,
Inc., in the form of Exhibit H hereto indicating its consent to its
appointment by each Borrower and each Subsidiary Guarantor as their agent
to receive service of process.

(m) KKR BRIDGE CONVERSION. On or prior to the Restatement Effective
Date, the total amount of outstanding principal under the KKR Bridge shall
have been converted by exchange or otherwise into common stock of the
Company and 1996 Preferred Stock (the "KKR Bridge Conversion") issued
pursuant to, and evidenced by, agreements, certificates and/or certificates
of designation (the "KKR Bridge Conversion Documents"), a copy of which
certified as true and correct by an Authorized Officer to have been
delivered to the Agent prior to the Restatement Effective Date, which KKR
Bridge Conversion Documents shall be in the form delivered to, and found
acceptable by, the Agent under the Original Credit Agreement or otherwise
in form and substance reasonably satisfactory to the Agent.

(n) ACQUISITION. On or prior to the Restatement Effective Date, the
Company shall have delivered to the Agent all Acquisition Documents,
certified as true and correct by an Authorized Officer, and each of the
conditions precedent to the Company's or TO Sub's obligations to consummate
the Acquisition shall have been satisfied (without any waiver thereto not
agreed to by the Agent) to the reasonable satisfaction of the Agent. The
Acquisition shall have been consummated in substantial compliance with the
terms of the Acquisition Documents and all applicable laws and the TO Sub
shall have become the owner of at least 90% of the outstanding capital
stock of Rainford free and clear of all Liens (other than as created by the
Pledge Agreements).

1.052 CONDITIONS PRECEDENT TO ALL CREDIT EVENTS. The obligation of
the Banks to make each Loan and/or of a Letter of Credit Issuer to issue each
Letter of Credit is subject, at the time thereof, to the satisfaction of the
following condition:

(a) NOTICE OF BORROWING, ETC. The Agent shall have received a Notice
of Borrowing meeting the requirements of Section 1.02 with respect to the
incurrence of Revolving Loans or Swingline Loans, as the case may be, or a
Letter of Credit Request meeting the requirements of Section 2.03 with
respect to the issuance of a Letter of Credit.

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(b) NO DEFAULT; REPRESENTATIONS AND WARRANTIES. At the time of each
Credit Event and also after giving effect thereto, (i) there shall exist no
Default or Event of Default and (ii) all representations and warranties
made by any Credit Party contained herein or in the other Credit Documents
shall be true and correct in all material respects with the same effect as
though such representations and warranties had been made on and as of the
date of such Credit Event, except to the extent that such representations
and warranties expressly relate to an earlier date.

The acceptance of the benefits of each Credit Event shall constitute a
representation and warranty by the Company to each of the Banks that all of the
applicable conditions specified in Section 5.01 (in the case of the Credit
Events occurring on the Restatement Effective Date) and/or 5.02, as the case may
be, exist as of that time.

SECTION 6. REPRESENTATIONS, WARRANTIES AND AGREEMENTS. In order to
induce the Banks to enter into this Agreement and to make the Loans, and/or to
issue and/or to participate in the Letters of Credit provided for herein, the
Company makes the following representations and warranties to, and agreements
with, the Banks, all of which shall survive the execution and delivery of this
Agreement and each Credit Event:

1.061 CORPORATE STATUS. Each of the Company and its Restricted
Subsidiaries (i) is a duly organized and validly existing corporation or
partnership, as the case may be, in good standing under the laws of the
jurisdiction of its formation and has the corporate or partnership power and
authority, as applicable, to own its property and assets and to transact the
business in which it is engaged and presently proposes to engage and (ii) has
duly qualified and is authorized to do business in all jurisdictions where it is
required to be so qualified except where the failure to be so qualified would
not have a Material Adverse Effect.

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

1.063 NO VIOLATION. Neither the execution, delivery and performance
by any Credit Party of the Credit Documents to which it is party nor compliance
with the terms and provisions thereof, nor the consummation of the transactions
contemplated therein (i) will contravene any provision of any material law,
statute, rule, regulation, order, writ, injunction

-33-

or decree of any court or governmental instrumentality applicable to such Credit
Party or its properties and assets, (ii) will conflict or result in any breach
of, any of the terms, covenants, conditions or provisions of, or constitute a
default under, or (other than pursuant to the Credit Documents) result in the
creation or imposition of (or the obligation to create or impose) any Lien upon
any of the property or assets of the Company or any of its Restricted
Subsidiaries pursuant to the terms of any material indenture, mortgage, deed of
trust, agreement or other material instrument to which the Company or any of its
Restricted Subsidiaries is a party or by which it or any of its property or
assets are bound or to which it may be subject or (iii) will violate any
provision of the Charter or By-Laws of the Company or the formation documents of
any of its Restricted Subsidiaries.

1.064 LITIGATION. Except as set forth on Annex IV, there are no
actions, suits or proceedings pending or, to the knowledge of the Company,
threatened with respect to the Company or any of its Restricted Subsidiaries (i)
that have, or would reasonably be expected to have, a Material Adverse Effect or
(ii) that have, or would reasonably be expected to have, a material adverse
effect on the rights or remedies of the Banks or on the ability of either
Borrower to perform its material obligations to them hereunder and under the
other Credit Documents.

1.065 USE OF PROCEEDS; MARGIN REGULATIONS. (a) The proceeds of all
Loans shall be utilized (i) on the Restatement Effective Date, to pay accrued
but unpaid interest on the KKR Bridge, to effect the refinancing of all
Indebtedness under the Original Credit Agreement and to pay certain fees and
expenses related thereto and (ii) for the general corporate and working capital
purposes of the Company and the Subsidiaries.

(b) No part of the proceeds of any Credit Event will be used to
purchase or carry Margin Stock. Neither any Credit Event, nor the use of the
proceeds thereof, will violate or be inconsistent with the provisions of
Regulation G, T, U or X of the Board of Governors of the Federal Reserve System.

1.066 GOVERNMENTAL APPROVALS. No order, consent, approval, license,
authorization, or validation of, or filing, recording or registration with, or
exemption by, any foreign or domestic governmental or public body or authority,
or any subdivision thereof, is required to authorize or is required by the
Company or any of its Subsidiaries in connection with (i) the execution,
delivery and performance of any Credit Document or (ii) the legality, validity,
binding effect or enforceability of any Credit Document.

1.067 TRUE AND COMPLETE DISCLOSURE. (a) All factual information
(taken as a whole) heretofore or contemporaneously furnished by or on behalf of
the Company or any of its Subsidiaries in writing to the Agent or any Bank for
purposes of or in connection with this Agreement or any transaction contemplated
herein is, and all other such factual information (taken as a whole) hereafter
furnished by or on behalf of the Company in writing to any

-34-

Bank will be, true and accurate in all material respects on the date as of which
such information is dated or certified and not incomplete by omitting to state
any material fact necessary to make such information (taken as a whole) not
misleading at such time in light of the circumstances under which such
information was provided, it being understood and agreed that for purposes of
this Section 6.07(a), such factual information shall not include projections and
PRO FORMA financial information.

(b) The projections and PRO FORMA financial information contained in
the factual materials referred to in clause (a) above are based on good faith
estimates and assumptions believed by such Persons to be reasonable at the time
made, it being recognized by the Banks that such projections as to future events
are not to be viewed as facts and that actual results during the period or
periods covered by any such projections may differ materially from the projected
results. As of the Restatement Effective Date, there is no fact known to the
Company which has, or would reasonably be expected to have, a Material Adverse
Effect which has not theretofore been disclosed to the Banks or to the Agent on
behalf of the Banks.

1.068 FINANCIAL CONDITION; FINANCIAL STATEMENTS. (a) On and as of
the Restatement Effective Date on a PRO FORMA basis after giving effect to the
Transaction and to all Indebtedness incurred and to be incurred, and Liens
created, and to be created, by the Company in connection therewith, (i) the sum
of the assets, at a fair valuation, of the Company will exceed its debts, (ii)
the Company will not have incurred or intended to, or believe that it will,
incur debts beyond its ability to pay such debts as such debts mature and (iii)
the Company will have sufficient capital with which to conduct its business.
For purposes of this Section 6.08, "debt" means any liability on a claim, and
"claim" means (x) right to payment whether or not such a right is reduced to
judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured,
disputed, undisputed, legal, equitable, secured or unsecured; or (y) right to an
equitable remedy for breach of performance if such breach gives rise to a
payment, whether or not such right to an equitable remedy is reduced to
judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured
or unsecured.

(b)(i) The consolidated balance sheet of the Company and the
Subsidiaries at December 31, 1995 and the related consolidated statements of
income and cash flows for the fiscal year ended as of said date, which have been
audited by Deloitte & Touche, LLP, independent certified public accountants,
(ii) the consolidated balance sheet of the Company and the Subsidiaries at June
30, 1996 and the related consolidated statements of income and cash flows for
the fiscal quarter ended as of said date and (iii) the PRO FORMA (after giving
effect to the Transaction and the related financings thereof) consolidated
balance sheet of the Company and the Subsidiaries as of June 30, 1996, copies of
each of which have heretofore been furnished to each Bank, present fairly the
financial position of the respective entities at the dates of said statements
and the results for the period covered thereby subject, in the case of quarterly
financials to normal, recurring year-end accruals (or, in the case of the PRO
FORMA

-35-

balance sheet, presents a good faith estimate of the consolidated PRO FORMA
financial condition of the Company and its Subsidiaries after giving effect to
the Transaction and the related financings thereof at the date thereof). All
such financial statements (other than the aforesaid PRO FORMA balance sheets)
have been prepared in accordance with generally accepted accounting principles
and practices consistently applied except to the extent provided in the notes to
said financial statements. Nothing has occurred since the Restatement Effective
Date that has had a Material Adverse Effect.

(c) Except as fully reflected in the financial statements and the
notes thereto described in Section 6.08(b), there were as of the Restatement
Effective Date (after giving effect to the Loans made on such date), no material
Contingent Obligations, contingent liability or liability for taxes, or any
long-term lease or unusual forward or long-term commitment, including, without
limitation, interest rate or foreign currency swap or exchange transaction with
respect to the Company or any of its Subsidiaries which, either individually or
in aggregate, would be material to the Company and its Subsidiaries taken as a
whole, except as incurred in the ordinary course of business consistent with
past practices subsequent to December 31, 1995.

1.069 SECURITY INTERESTS. Once executed and delivered, and until
terminated in accordance with the terms thereof, each of the Pledge Agreements
creates, as security for the obligations purported to be secured thereby, a
valid and enforceable perfected security interest in and Lien on all of the
Collateral subject thereto, superior to and prior to the rights of all third
Persons in favor of the Collateral Agent for the benefit of the Banks. No
filings or recordings are required in order to perfect the security interests
created under any Pledge Agreement.

6.10 REPRESENTATIONS AND WARRANTIES IN TRANSACTION DOCUMENTS. All
representations and warranties of the Company or any Subsidiary set forth in any
of the Transaction Documents were true and correct in all material respects as
of the time such representations and warranties were made and shall be true and
correct in all material respects as of the Restatement Effective Date as if such
representations and warranties were made on and as of such date, unless stated
to relate to a specific earlier date, in which case such representations and
warranties shall be true and correct in all material respects as of such earlier
date.

6.11 TAX RETURNS AND PAYMENTS. Each of the Company and each Material
Subsidiary has timely filed all federal income tax returns and all other
material tax returns, statements, forms and reports for taxes, domestic and
foreign, required to be filed by it and has paid all material taxes and
assessments payable by it which have become due, other than those not yet
delinquent and except for those contested in good faith. Except as set forth in
Annex V, (i) there is no action, suit, proceeding, investigation, audit, or
claim now pending or, to the knowledge of the Company or any of its Material
Subsidiaries, threatened by any authority regarding any Taxes relating to the
Company or any of its Material Subsidiaries and (ii) neither

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the Company nor any of its Material Subsidiaries has entered into an agreement
or waiver extending any statute of limitations relating to the payment or
collection of Taxes of the Company or any Material Subsidiary. The Company and
each of its Subsidiaries have paid, or have provided adequate reserves in
accordance with GAAP (in the good faith judgment of the management of the
Company) for the payment of, all material federal, state and foreign income
taxes applicable for all prior fiscal years and for the current fiscal year to
the date hereof.

6.12 COMPLIANCE WITH ERISA. Except to the extent that all events and
obligations described in the following clauses of this Section 6.12 and at any
time hereafter in existence would not in the aggregate have a Material Adverse
Effect, each Plan is in substantial compliance with ERISA and the Code; no
Reportable Event has occurred with respect to a Plan; no Plan is insolvent or in
reorganization; no Plan has an Unfunded Current Liability which, when added to
the aggregate amount of Unfunded Current Liabilities with respect to all other
Plans at such time, exceeds $15,000,000; no Plan has an accumulated or waived
funding deficiency or has applied for an extension of any amortization period
within the meaning of Section 412 of the Code; all contributions required to be
made with respect to a Plan have been timely made; neither the Company nor any
Subsidiary nor any ERISA Affiliate has incurred any material liability to or on
account of a Plan pursuant to Section 409, 502(i), 502(l), 515, 4062, 4063,
4064, 4069, 4201, 4204 or 4212 of ERISA or Section 401(a)(29), 4971, 4975 or
4980 of the Code or expects to incur any material liability (including any
indirect, contingent, or secondary liability) under any of the foregoing
Sections with respect to any Plan; no proceedings have been instituted by the
PBGC to terminate or appoint a trustee to administer any Plan; using actuarial
assumptions and computation methods consistent with Part 1 of subtitle E of
Title IV of ERISA, the aggregate liabilities of the Company and its Subsidiaries
and its ERISA Affiliates to all Plans which are multiemployer plans (as defined
in Section 4001(a)(3) of ERISA) in the event of a complete withdrawal therefrom,
as of the close of the most recent fiscal year of each such Plan ended prior to
the date of the most recent Credit Event, would not exceed $50,000; no lien
imposed under the Code or ERISA on the assets of the Company or any Subsidiary
of the Company or any ERISA Affiliate exists or is likely to arise on account of
any Plan; and the Company and its Subsidiaries do not maintain or contribute to
any employee welfare benefit plan (as defined in Section 3(1) of ERISA) which
provides benefits to retired employees or other former employees (other than as
required by Section 601 of ERISA) or any employee pension benefit plan (as
defined in Section 3(2) of ERISA) the obligations with respect to which could
reasonably be expected to have a material adverse effect on the ability of
either Borrower to perform its obligations under this Agreement. With respect
to Plans that are multiemployer plans (as defined in Section 3(37) of ERISA),
the representations and warranties in this Section 6.12, other than any made
with respect to liability under Section 4201 or 4204 of ERISA are made to the
knowledge of the Company.

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6.13 SUBSIDIARIES. Annex VI hereto lists each Subsidiary, whether
such Subsidiary is a Restricted Subsidiary or an Unrestricted Subsidiary and the
direct and indirect ownership interest of the Company therein, in each case
existing on the Restatement Effective Date but after giving effect to the
Acquisition.

6.14 INTELLECTUAL PROPERTY, ETC. The Company and each of its
Restricted Subsidiaries has obtained all material patents, trademarks,
servicemarks, trade names, copyrights, licenses and other material rights, free
from burdensome restrictions, that are necessary for the operation of their
business taken as a whole as presently conducted and as proposed to be
conducted.

6.15 ENVIRONMENTAL MATTERS. (a) Each of the Company and its
Subsidiaries is in compliance with all Environmental Laws governing its business
except to the extent that any such failure to comply (together with any
resulting penalties, fines or forfeitures) would not reasonably be expected to
have a Material Adverse Effect. All licenses, permits, registrations or
approvals required for the business of the Company and each Subsidiary, as
conducted as of the Restatement Effective Date, under any Environmental Law have
been secured and the Company and each of its Subsidiaries is in substantial
compliance therewith, except for such licenses, permits, registrations or
approvals the failure to secure or to comply therewith is not reasonably likely
to have a Material Adverse Effect. Neither the Company nor any of its
Subsidiaries is in any respect in noncompliance with, breach of or default under
any applicable writ, order, judgment, injunction, or decree to which the Company
or such Subsidiary is a party or which would affect the ability of the Company
or such Subsidiary to operate any real property and no event has occurred and is
continuing which, with the passage of time or the giving of notice or both,
would constitute noncompliance, breach of or default thereunder, except in each
such case, such noncompliance, breaches or defaults as would not reasonably be
expected to, in the aggregate, have a Material Adverse Effect. There are as of
the Restatement Effective Date no Environmental Claims pending or, to the best
knowledge of the Company, threatened which (i) question the validity, term or
entitlement of the Company or any of its Subsidiaries for any permit, license,
order, registration or approval required under any Environmental Law for the
operation of any material facility which the Company or any of its Subsidiaries
currently operates and (ii) wherein an unfavorable decision, ruling or finding
would reasonably be expected to have a Material Adverse Effect. There are no
facts, circumstances, conditions or occurrences on any Real Property at any time
owned or operated by the Company or any of its Subsidiaries or, to the knowledge
of the Company, on any property adjacent to any such Real Property that could
reasonably be expected (i) to form the basis of an Environmental Claim against
the Company or any of its Subsidiaries or any Real Property of the Company or
any Subsidiary, or (ii) to cause any Real Property of the Company or any of its
Subsidiaries to be subject to any restrictions on the ownership, occupancy, use
or transferability of such Real Property under any Environmental Law, except in
each such case, such Environmental Claims or restrictions that individually or
in the aggregate would not reasonably be expected to have a Material Adverse
Effect.

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(b) Hazardous Materials have not at any time been (i) generated, used,
treated or stored on, or transported to or from, any Real Property at any time
owned and operated by the Company or any of its Subsidiaries or (ii) released on
any such Real Property, in each case where such occurrence or event is
reasonably likely to have a Material Adverse Effect.

6.16 LABOR RELATIONS; COLLECTIVE BARGAINING AGREEMENTS. There is
(i) no significant unfair labor practice complaint pending against the Company
or any of its Restricted Subsidiaries or, to the knowledge of the Company,
threatened against any of them, before the National Labor Relations Board, and
no significant grievance or significant arbitration proceeding arising out of or
under any collective bargaining agreement is now pending against the Company or
any of its Restricted Subsidiaries or, to the knowledge of the Company,
threatened against any of them, (ii) no significant strike, labor dispute,
slowdown or stoppage is pending against the Company or any of its Restricted
Subsidiaries or, to the knowledge of the Company, threatened against the Company
or any of its Restricted Subsidiaries and (iii) to the knowledge of the Company,
no union representation question exists with respect to the employees of the
Company or any of its Restricted Subsidiaries, except (with respect to any
matter specified in clause (i), (ii) or (iii) above, either individually or in
the aggregate) such as would not reasonably be expected to have a Material
Adverse Effect.

6.17 INDEBTEDNESS. Annex VII sets forth a true and complete list of
all Indebtedness (other than Indebtedness aggregating $100,000) of the Company
and each of its Subsidiaries (after giving effect to the Transaction) incurred
prior to, but which is to remain outstanding after, the Restatement Effective
Date, in each case showing the aggregate principal amount, amortization and
interest rate thereof (and available commitments, if any, thereunder) and the
name of the respective borrower and any other entity which directly or
indirectly guaranteed such debt.

6.18 TRANSACTION. On and as of the Restatement Effective Date, (i)
all material consents and approvals of, and filings and registrations with, and
all other actions in respect of, all governmental agencies, authorities or
instrumentalities required to be obtained, given, filed or taken in order to
make or consummate each component of the Transaction will have been obtained,
given, filed or taken and are or will be in full force and effect (or effective
judicial relief with respect thereto will have been obtained) and (ii) each
component of the Transaction shall have been consummated in accordance, in all
material respects, with the applicable Transaction Documents and in compliance,
in all material respects, with all applicable laws.

SECTION 7. AFFIRMATIVE COVENANTS. The Company hereby covenants and
agrees that so long as this Agreement is in effect and until such time as the
Total Commitment has been terminated, no Notes are outstanding and the Loans,
together with interest, Fees and all other Obligations hereunder, have been paid
in full:

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1.071 REPORTING REQUIREMENTS. The Company will furnish to each of
the Banks:

(a) ANNUAL FINANCIAL STATEMENTS. As soon as available and in any
event within 90 (or if an SEC Reporting Requirement does not then exist,
120) days, after the close of each fiscal year of the Company, the
consolidated balance sheet of the Company and its Restricted Subsidiaries
as at the end of such fiscal year and the related consolidated statements
of income, of stockholder's equity and of cash flows for such fiscal year,
in each case setting forth comparative figures for the preceding fiscal
year of the Company, if any, and examined by independent certified public
accountants of recognized national standing whose opinion shall not be
qualified as to the scope of audit or as to the status of the Company or
any of its Restricted Subsidiaries as a going concern, together with a
certificate of such accounting firm stating that in the course of its
regular audit of the business of the Company and its Restricted
Subsidiaries, which audit was conducted in accordance with generally
accepted auditing standards, nothing came to the attention of such
accounting firm which would lead it to believe that any Default or Event of
Default as they relate to accounting matters has occurred and is continuing
or if in the opinion of such accounting firm such a Default or Event of
Default has occurred and is continuing, a statement as to the nature
thereof.

(b) QUARTERLY FINANCIAL STATEMENTS. As soon as available and in any
event within 45 (or if an SEC Reporting Requirement does not then exist,
60) days, after the close of each of the first three quarterly accounting
periods in each fiscal year of the Company, the consolidated balance sheet
of the Company and its Restricted Subsidiaries as at the end of such
quarterly period and the related consolidated statements of income, of
stockholder's equity and of cash flows for such quarterly period and for
the elapsed portion of the fiscal year ended with the last day of such
quarterly period, in each case setting forth comparative figures for the
related periods in the prior fiscal year of the Company, if any, and which
shall be certified by the Chief Financial Officer or other Authorized
Officer of the Company, subject to changes resulting from normal year-end
audit adjustments.

(c) BUDGET. As soon as available and in any event within 60 days
after the commencement of each fiscal year of the Company, a consolidated
budget of the Company and its Restricted Subsidiaries in reasonable detail
for each of the four fiscal quarters of such fiscal year, as customarily
prepared by management for its internal use, setting forth, with
appropriate discussion, the principal assumptions upon which such plans are
based.

(d) OFFICER'S CERTIFICATES. At the time of the delivery of the
financial statements provided for in Sections 7.01(a) and (b), (x) a
certificate of the Chief Financial Officer or other Authorized Officer of
the Company to the effect that no Default or

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Event of Default exists or, if any Default or Event of Default does exist,
specifying the nature and extent thereof, which certificate shall set forth
the calculations required to establish whether the Company was in
compliance with the provisions of Sections 8.11 and 8.12 as at the end of
such fiscal year or quarter, as the case may be, and (y) if the date of
such statements is the first day following the end of a Cost Synergy
Period, a Subsequent Cost Adjustment Certificate applicable to such Cost
Synergy Period.

(e) NOTICE OF DEFAULT OR LITIGATION. Promptly, and in any event
within five Business Days after any senior officer of the Company or any of
its Restricted Subsidiaries obtains knowledge thereof, notice of (x) the
occurrence of any event which constitutes a Default or Event of Default,
which notice shall specify the nature thereof, the period of existence
thereof and what action the Company proposes to take with respect thereto
and (y) any litigation or governmental or regulatory proceeding pending
against the Company or any of its Subsidiaries which would reasonably be
expected to have a Material Adverse Effect or a material adverse effect on
the Collateral or the ability of any Borrower to perform its material
obligations hereunder or under any other Credit Document.

(f) AUDITORS' REPORTS. Promptly upon receipt thereof, a copy of each
other report or "management letter," if any, submitted to the Company or
any of its Restricted Subsidiaries by their independent accountants or
independent actuaries in connection with any annual, interim or special
audit made by them of the books of the Company or any Restricted
Subsidiary.

(g) ERISA. Promptly upon completion thereof and request from the
Agent therefor, deliver to each of the Banks a complete copy of the annual
report (Form 5500) of each Plan (including, to the extent required, the
related financial and actuarial statements and opinions and other
supporting statements, certifications, schedules and information) required
to be filed with the Internal Revenue Service. As soon as possible and, in
any event, within 10 days after the Company, any Subsidiary or any ERISA
Affiliate knows or has reason to know of the occurrence of any of the
following, the Company will deliver to each of the Banks a certificate of
the Chief Financial Officer of the Company setting forth details as to such
occurrence and the action, if any, that the Company, such Subsidiary or
such ERISA Affiliate is required or proposes to take, together with any
notices required or proposed to be given to or filed with or by the
Company, the Subsidiary, the ERISA Affiliate, the PBGC, a Plan participant
or the Plan administrator with respect thereto: that a Reportable Event has
occurred; that an accumulated funding deficiency has been incurred or an
application may reasonably be expected to be or has been made to the
Secretary of the Treasury for a waiver or modification of the minimum
funding standard (including any required installment payments) or an
extension of any amortization period under Section 412 of the Code with
respect to a Plan; that a contribution required to be made to a Plan has

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not been timely made; that a Plan has been or may be terminated,
reorganized, partitioned or declared insolvent under Title IV of ERISA;
that a Plan has an Unfunded Current Liability giving rise to a Lien under
ERISA or the Code; that proceedings may be or have been instituted to
terminate or appoint a trustee to administer a Plan; that a proceeding has
been instituted pursuant to Section 515 of ERISA to collect a delinquent
contribution to a Plan; that the Company, any Subsidiary or any ERISA
Affiliate will or may reasonably be expected to incur any liability
(including any indirect, contingent, or secondary liability) to or on
account of the termination of or withdrawal from a Plan under Section 4062,
4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or with respect to a Plan
under Section 401(a)(29), 4971, 4975 or 4980 of the Code or Section 409 or
502(i) or 502(l) of ERISA; or that the Company or any Subsidiary may
reasonably be expected to incur any material liability, not incurred on the
Restatement Effective Date, pursuant to the adoption or amendment of any
employee welfare benefit plan (as defined in Section 3(1) of ERISA) that
provides benefits to retired employees or other former employees (other
than as required by Section 601 of ERISA) or pursuant to the adoption or
amendment of any employee pension benefit plan (as defined in Section 3(2)
of ERISA). In addition to any certificates or notices delivered to the
Banks pursuant to the first and second sentences hereof, copies of any
notices received by the Company, any Subsidiary, or any ERISA Affiliate
from a governmental agency with respect to any Plan that could reasonably
be expected to result in a material liability to the Company, any
Subsidiary, or any ERISA Affiliate shall be delivered to the Banks no later
than 10 days after the date such notice has been received by the Company,
the Subsidiary or the ERISA Affiliate, as applicable.

(h) ENVIRONMENTAL MATTERS. Promptly upon, and in any event within 10
Business Days after, an officer of the Company or any of its Restricted
Subsidiaries obtains knowledge thereof, notice of one or more of the
following environmental matters: (i) any pending or threatened (in
writing) material Environmental Claim against, or for which liability would
attach to, the Company or any of its Restricted Subsidiaries or any Real
Property owned or operated by the Company or any of its Restricted
Subsidiaries; (ii) any condition or occurrence on or arising from any Real
Property owned or operated by the Company or any of its Restricted
Subsidiaries that (a) results in material noncompliance by the Company or
any of its Restricted Subsidiaries with any applicable material
Environmental Law or (b) would reasonably be expected to form the basis of
a material Environmental Claim against, or for which liability would attach
to, the Company or any of its Restricted Subsidiaries or any such Real
Property; (iii) any condition or occurrence on any Real Property owned or
operated by the Company or any of its Restricted Subsidiaries that could
reasonably be expected to cause such Real Property to be subject to any
material restrictions on the ownership, occupancy, use or transferability
by the Company or any of its Restricted Subsidiaries of such Real Property
under any Environmental Law; and (iv)

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the taking of any material removal or remedial action in response to the
actual or alleged presence of any Hazardous Material on any Real Property
owned or operated by the Company or any of its Restricted Subsidiaries as
required by any Environmental Law or any governmental or other
administrative agency. All such notices shall describe in reasonable
detail the nature of the claim, investigation, condition, occurrence or
removal or remedial action and the Company's or such Restricted
Subsidiary's response thereto.

(i) SUBSEQUENT COST ADJUSTMENT CERTIFICATES. Promptly upon the
Company determining that it will not realize the cost reduction synergies
set forth in any Cost Adjustment Certificate, a Subsequent Cost Adjustment
Certificate setting forth the reduced cost reduction synergies estimated in
good faith to be realized from the related acquisition during the relevant
Cost Synergy Period.

(j) OTHER INFORMATION. Promptly upon transmission thereof, copies of
any filings and registrations with, and reports to, the SEC by the Company
or any of its Restricted Subsidiaries (other than amendments to any
registration statement (to the extent such registration statement, in the
form it becomes effective, is delivered to the Banks), exhibits to any
registration statement and any registration statements on Form S-8) and
copies of all financial statements, proxy statements, notices and reports
as the Company or any of its Restricted Subsidiaries shall send to analysts
generally or to the holders of any of their publicly issued Indebtedness in
their capacity as such holders (in each case to the extent not theretofore
delivered to the Banks pursuant to this Agreement) and, with reasonable
promptness, such other information or documents (financial or otherwise) as
the Agent on its own behalf or on behalf of the Required Banks may
reasonably request from time to time.

1.072 BOOKS, RECORDS AND INSPECTIONS. The Company will, and will
cause each of its Restricted Subsidiaries to, permit officers and designated
representatives of the Agent or the Required Banks to visit and inspect any of
the properties or assets of the Company and any of its Restricted Subsidiaries
in whomsoever's possession (but only to the extent it is within the Company's or
such Restricted Subsidiary's control to permit such inspection), and to examine
the books of account of the Company and any of its Restricted Subsidiaries and
discuss the affairs, finances and accounts of the Company and of any of its
Restricted Subsidiaries with, and be advised as to the same by, its and their
officers and, so long as done in the presence of a senior officer of the
Company, its and their independent accountants and independent actuaries, if
any, all at such reasonably agreed upon times and intervals and to such
reasonable extent as the Agent or the Required Banks may request.

1.073 INSURANCE. The Company will, and will cause each of its
Restricted Subsidiaries to, at all times maintain in full force and effect
insurance with reputable and solvent insurers in such amounts and covering such
risks and liabilities and with such

-43-

deductibles or self-insured retentions as are in accordance with normal industry
practice. The Company will, and will cause each of its Restricted Subsidiaries
to, furnish annually to the Agent a summary of the insurance carried.

1.074 PAYMENT OF TAXES. The Company will pay and discharge, and will
cause each Restricted Subsidiary to pay and discharge, all material taxes,
assessments and governmental charges or levies imposed upon it or upon its
income or profits, or upon any properties belonging to it, prior to the date on
which penalties attach thereto which, if unpaid, would reasonably be expected to
become a Lien or charge upon any material part of the properties of the Company
or any Restricted Subsidiary, PROVIDED that neither the Company nor any
Restricted Subsidiary shall be required to pay any such tax, assessment, charge,
levy or claim which is being contested in good faith and by proper proceedings
if it has maintained adequate reserves (in the good faith judgment of the
Company) with respect thereto in accordance with GAAP.

1.075 CORPORATE FRANCHISES. The Company will do, and will cause each
Restricted Subsidiary that is a Material Subsidiary to do, or cause to be done,
all things necessary to preserve and keep in full force and effect its corporate
existence, rights and authority; PROVIDED that any transaction permitted by
Section 8.02 will not constitute a breach of this Section 7.05.

1.076 COMPLIANCE WITH STATUTES, ETC. The Company will, and will
cause each Subsidiary to, comply with all applicable statutes, regulations and
orders of, and all applicable restrictions imposed by, all governmental bodies,
domestic or foreign, in respect of the conduct of its business and the ownership
of its property other than those the non-compliance with which would not have,
and which would not be reasonably expected to have, a Material Adverse Effect or
a material adverse effect on the Collateral or the ability of any Borrower to
perform its material obligations under any Credit Document.

1.077 GOOD REPAIR. The Company will, and will cause each Restricted
Subsidiary that is a Material Subsidiary to, ensure that its material properties
and material equipment used or useful in its business in whomsoever's possession
they may be, are kept in good repair, working order and condition, normal wear
and tear excepted, and that from time to time there are made in such properties
and equipment all needful and proper repairs, renewals, replacements,
extensions, additions, betterments and improvements thereto, to the extent and
in the manner customary for companies in similar businesses.

1.078 COMPLIANCE WITH ENVIRONMENTAL LAWS. (i) The Company will
comply, and will cause each of its Subsidiaries to comply, with all
Environmental Laws applicable to the ownership, lease or use of all Real
Property now or hereafter owned, leased or operated by the Company or any
Subsidiary, will promptly pay or cause to be paid all costs and expenses
incurred in connection with such compliance, and will keep or cause to be kept
all such Real

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Property free and clear of any Liens imposed pursuant to such Environmental Laws
and (ii) neither the Company nor any of its Subsidiaries will generate, use,
treat, store, release or dispose of, or permit the generation, use, treatment,
storage, release or disposal of Hazardous Materials on any Real Property now or
hereafter owned, leased or operated by the Company or any of its Subsidiaries,
or transport or permit the transportation of Hazardous Materials to or from any
such Real Property, except to the extent that the failure to comply with the
requirements specified in clause (i) or (ii) above, either individually or in
the aggregate, would not reasonably be expected to have a Material Adverse
Effect. If required to do so under any applicable directive or order of any
governmental agency, the Company agrees to undertake, and cause each of its
Restricted Subsidiaries to undertake, any clean up, removal, remedial or other
action necessary to remove and clean up any Hazardous Materials from any Real
Property owned, leased or operated by the Company or any of its Restricted
Subsidiaries in accordance with, in all material respects, the requirements of
all applicable Environmental Laws and in accordance with, in all material
respects, such orders and directives of all governmental authorities, except to
the extent that the Company or such Restricted Subsidiary is contesting such
order or directive in good faith and by appropriate proceedings and for which
adequate reserves have been established to the extent required by generally
accepted accounting principles; PROVIDED that it will not constitute a breach of
this Section 7.08 if a Person other than the Company and its Restricted
Subsidiaries takes such action on behalf of the Company and its Restricted
Subsidiaries.

1.079 END OF FISCAL YEARS; FISCAL QUARTERS. The Company will, for
financial reporting purposes, cause (i) each of its, and each of its Restricted
Subsidiaries', fiscal years to end on December 31 of each year and (ii) to the
extent permitted by law, each of its, and each of its Subsidiaries', fiscal
quarters to end on March 31, June 30, September 30 and December 31 of each year.

SECTION 8. NEGATIVE COVENANTS. The Company hereby covenants and
agrees that on the Restatement Effective Date and thereafter for so long as this
Agreement is in effect and until such time as the Total Commitment has been
terminated, no Notes remain outstanding and the Loans, together with interest,
Fees and all other Obligations incurred hereunder are paid in full:

1.081 CHANGES IN BUSINESS. The Company will not (x) engage in any
business other than the ownership of the capital stock of RELTEC, TO Sub and one
or more Unrestricted Subsidiaries, the providing of management and other similar
services to the Subsidiaries, the transactions permitted pursuant to the Credit
Documents and the issuance of the Permitted Subordinated Debt and (y) permit at
any time the business activities taken as a whole conducted by itself and its
Subsidiaries to be altered in a substantial and material manner from the
business activities taken as a whole (including incidental or related
activities) conducted by the Company and its Subsidiaries on the Restatement
Effective Date.

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1.082 CONSOLIDATION, MERGER OR SALE OF ASSETS, ETC. The Company will
not, and will not permit any Restricted Subsidiary to, wind up, liquidate or
dissolve its affairs, or enter into any transaction of merger or consolidation
or sell or otherwise dispose of any of its property or assets (but excluding any
sale or disposition of inventory or obsolete or excess equipment in the ordinary
course of business or resulting from any casualty or condemnation of any assets
of the Company or any of its Subsidiaries), or purchase, lease or otherwise
acquire (in one transaction or a series of related transactions) all or any part
of the property or assets of any Person (excluding any purchases, leases or
other acquisitions of inventory, materials or equipment in, and for use in, the
ordinary course of business) or agree to do any of the foregoing at any future
time, except that the following shall be permitted:

(a) Consolidated Capital Expenditures by the Company and its
Restricted Subsidiaries permitted by Section 8.06;

(b) the investments permitted pursuant to Section 8.05;

(c) the merger or consolidation of any Restricted Subsidiary with or
into a Subsidiary Guarantor or the liquidation or dissolution of (x) any
Restricted Subsidiary into a Subsidiary Guarantor or (y) of any Restricted
Subsidiary that is not a Material Subsidiary;

(d) the Company or any of its Restricted Subsidiaries may enter into
leases of property or assets in the ordinary course of business not
otherwise in violation of this Agreement;

(e) the Company may sell or dispose of (other than to a Restricted
Subsidiary) any shares of an Unrestricted Subsidiary held by the Company on
such terms as are approved by the Board of Directors of the Company;

(f) the sale or disposition by the Company and/or its Restricted
Subsidiaries of assets (including by way of mergers and consolidations),
PROVIDED that (x) the aggregate consideration received from all such sales
and dispositions shall not exceed $350,000,000, (y) each such sale shall be
in an amount at least equal to the fair market value thereof (as
determined by the Board of Directors of the Company) and for proceeds of
cash alone, PROVIDED that the Company or such Restricted Subsidiary may
receive consideration in a form other than cash so long as such
consideration does not constitute more than 50% of the consideration of
such sale and the aggregate Principal Amount of such noncash proceeds do
not exceed $125,000,000 and (z) the Net Cash Proceeds of any such sale are
applied to reduce the Total Commitment to the extent provided in Section
3.04(d), and PROVIDED FURTHER, that except as provided in Section 8.02(i),
the sale or disposition of the capital stock of any Restricted Subsidiary
shall

-46-

be prohibited unless it is for all of the outstanding capital stock of such
Restricted Subsidiary;

(g) the transfer, conveyance, lease or sale to (x) any Subsidiary
Guarantor of all or any part of the business, properties or assets of the
Company or any of its Restricted Subsidiaries and/or (y) any Foreign
Subsidiary of properties or assets of the Company or any of its Restricted
Subsidiaries to the extent that, after giving effect to such transfer,
conveyance, lease or sale the amount of all transfers, conveyances, leases
or sales plus Investments in Restricted Foreign Subsidiaries and/or Foreign
Investments made by the Company and the Subsidiary Guarantors since the
Restatement Effective Date minus the sum of (1) the aggregate amount of all
dividends and other distributions received by the Company or any Subsidiary
Guarantor from any Restricted Foreign Subsidiaries or with respect to any
Foreign Investments since the Restatement Effective Date and (2) the
aggregate amount of all principal repayments of advances and loans received
by the Company or any Subsidiary Guarantor from any Restricted Foreign
Subsidiaries or from an entity in which a Foreign Investment has been made
since the Restatement Effective Date in respect of loans and advances made
by the Company or any Subsidiary Guarantor to such Restricted Foreign
Subsidiaries or entities does not exceed 40% of the consolidated total
assets of the Company and the Subsidiary Guarantors taken as a whole,
determined in accordance with GAAP, at the last day of the Test Period most
recently ended;

(h) the Company or any Restricted Subsidiary may (x) sell accounts
receivable in connection with the Specified Receivables Facility and (y)
sell or discount foreign accounts receivable consistent with past practice,
PROVIDED that any such sale or discount pursuant to this subclause (y)
shall be made without recourse to the Company or any of its Subsidiaries;
and

(i) a Subsidiary IPO.

To the extent the Required Banks (or such other number of Banks as required by
Section 13.12) waive the provisions of this Section 8.02 with respect to the
sale, transfer or other disposition of any Collateral, or any Collateral is
sold, transferred or disposed of as permitted by this Section 8.02, (i) such
Collateral shall be sold, transferred or disposed of free and clear of the Liens
created by the respective Pledge Agreement; (ii) if such Collateral includes all
of the capital stock of a Subsidiary Guarantor, such capital stock shall be
released from the Pledge Agreement and such Subsidiary shall be released from
the Subsidiary Guaranty; and (iii) the Agent and the Collateral Agent shall be
authorized to take actions deemed appropriate by them in order to effectuate the
foregoing.

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1.083 LIENS. The Company will not, and will not permit any of its
Restricted Subsidiaries to, create, incur, assume or suffer to exist any Lien
upon or with respect to any property or assets of any kind (real or personal,
tangible or intangible) of the Company or any such Restricted Subsidiary whether
now owned or hereafter acquired, except:

(a) Liens for taxes not yet due or Liens for taxes being contested in
good faith and by appropriate proceedings for which adequate reserves (in
the good faith judgment of the management of the Company) have been
established;

(b) Liens in respect of property or assets imposed by law which were
incurred in the ordinary course of business, such as carriers',
warehousemen's, materialmen's and mechanics' Liens and other similar Liens
arising in the ordinary course of business, and which do not in the
aggregate materially detract from the value of such property or assets or
materially impair the use thereof in the operation of the business of the
Company or any Restricted Subsidiary;

(d) Liens securing Indebtedness in existence on the Restatement
Effective Date which (x) are listed, and the property subject thereto on
the Restatement Effective Date described, in Annex VIII or (y) are
otherwise permitted under this Section 8.03, and Liens securing extensions,
renewals or refinancings of any of the Indebtedness secured by the Liens
referred to in clause (d)(x) PROVIDED that any such extension, renewal or
refinancing is permitted by Section 8.04(c);

(e) Liens arising from judgments, decrees or attachments in
circumstances not constituting an Event of Default under Section 9.08;

(f) Liens (other than any Lien imposed by ERISA) incurred or deposits
made in the ordinary course of business in connection with workers'
compensation, unemployment insurance and other types of social security, or
to secure the performance of tenders, statutory obligations, surety and
appeal bonds, bids, leases, government contracts, performance and
return-of-money bonds and other similar obligations incurred in the
ordinary course of business (exclusive of obligations in respect of the
payment for borrowed money);

(g) Leases or subleases granted to others not interfering in any
material respect with the business of the Company or any of its Restricted
Subsidiaries taken as a whole and any interest or title of a lessor under
any lease not in violation of this Agreement;

(h) Easements, rights-of-way, restrictions, minor defects or
irregularities in title and other similar charges or encumbrances not
interfering in any material respect

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with the ordinary conduct of the business of the Company or any of its
Restricted Subsidiaries taken as a whole;

(i) Liens arising from financing statements regarding leases not in
violation of this Agreement;

(j) Liens created by virtue of Capitalized Lease Obligations
permitted by Section 8.04(b), PROVIDED that such Liens are only in respect
of the property or assets subject to, and secure only, the respective
Capital Lease;

(k) Liens created pursuant to the Specified Receivables Facility;

(l) Liens (x) placed upon property, plant or equipment used in the
ordinary course of business of the Company or any of its Restricted
Subsidiaries at the time of (or within 270 days after) the acquisition
thereof by the Company or any such Subsidiary to secure Indebtedness
incurred to pay all or a portion of the purchase price thereof, PROVIDED
that the Lien encumbering the property, plant or equipment so acquired does
not encumber any other asset of the Company or any such Restricted
Subsidiary; or (y) existing on specific tangible assets at the time
acquired by the Company or any of its Restricted Subsidiaries or on assets
of a Person at the time such Person first becomes a Subsidiary, PROVIDED
that (i) any such Liens were not created at the time of or in contemplation
of the acquisition of such assets or Person by the Company or any of its
Restricted Subsidiaries, (ii) in the case of any such acquisition of a
Person, any such Lien attaches only to specific tangible assets of such
Person and not assets of such Person generally, (iii) the Indebtedness
secured by any such Lien does not exceed 100% of the fair market value of
the asset to which such lien attaches, determined at the time of the
acquisition of such asset or the time at which such Person becomes a
Subsidiary and (iv) the Indebtedness secured thereby is permitted by
Section 8.04(b);

(m) ground leases in respect of real property on which facilities
owned or leased by the Company or any of its Restricted Subsidiaries are
located;

(n) Liens in favor of customs and revenue authorities arising as a
matter of law to secure payment of customs duties in connection with the
importation of goods;

(o) Liens on goods the purchase price of which is financed by a
documentary letter of credit issued for the account of the Company or any
of its Restricted Subsidiaries, PROVIDED that such Lien secures only the
obligations of the Company or such Restricted Subsidiary in respect of such
letter of credit;

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(p) Liens securing Indebtedness permitted by Section 8.04(l)(i) or
(to the extent attaching to the same assets as secured the Indebtedness
being refinanced) (ii) PROVIDED that such Liens attach only to the assets
of the corporation or corporations that became Restricted Subsidiaries as
contemplated by Section 8.04(l);

(q) Liens securing Indebtedness permitted by Section 8.04(n) to the
extent attaching only to the assets of the Foreign Subsidiaries incurring
such Indebtedness; and

(r) Liens not otherwise permitted by the foregoing clauses (a)
through (q) securing any Indebtedness of the Company or any Restricted
Subsidiaries, PROVIDED that the aggregate principal amount of Indebtedness
secured by Liens permitted by this clause (r) shall not exceed $30,000,000
at any time.

1.084 INDEBTEDNESS. The Company will not, and will not permit any of
its Restricted Subsidiaries to, contract, create, incur, assume or suffer to
exist any Indebtedness, except:

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

(b) Indebtedness subject to Liens permitted by Section 8.03(l) or
constituting Capitalized Lease Obligations, PROVIDED that the aggregate
principal amount of such Indebtedness and Capitalized Lease Obligations
under all Capital Leases shall not exceed $40,000,000 at any time
outstanding;

(c) Existing Indebtedness and any extensions, renewals or
refinancings of any of the Indebtedness referred to in this clause (c),
PROVIDED that (x) such Indebtedness is not increased from that outstanding
at the time of any such extension, renewal or refinancing, (y) the maturity
of any such Indebtedness is not shortened or (z) the direct and contingent
obligors with respect to such Indebtedness are not changed;

(d) Indebtedness constituting intercompany loans and advances by (x)
the Company and/or any Subsidiary Guarantor to (i) the Company, (ii) any
Subsidiary Guarantor or (iii) to the extent permitted by Section 8.02(g),
any Foreign Subsidiary, PROVIDED that each such loan or advance shall be
evidenced by a promissory note which shall be pledged to the Collateral
Agent pursuant to the applicable Pledge Agreement and (y) Foreign
Subsidiaries to the Company and/or any Subsidiary Guarantor;

(e) Indebtedness under Permitted Subordinated Debt issued by the
Company so long as before, and after giving effect thereto, the Company
will be in PRO FORMA

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compliance with the requirements of Sections 8.11 and 8.12 (as if such
Permitted Subordinated Debt were incurred on the last day of the Test
Period at such time) and the net cash proceeds thereof are applied to
effect Permitted Acquisitions or to reduce the Total Commitment to the
extent provided in Section 3.04(e);

(f) Indebtedness arising under the Specified Receivables Facility;

(g) Indebtedness in respect of bankers' acceptance, letter of credit,
warehouse receipt or similar facilities entered into in the ordinary course
of business;

(h) Contingent Obligations incurred by (i) the Subsidiary Guarantors
in respect of Indebtedness of the Company that is permitted to be incurred
under this Agreement and (ii) the Company or any Restricted Subsidiary in
respect of Indebtedness of a Restricted Subsidiary that is permitted to be
incurred under Section 8.04 (other than clauses (c) (to the extent provided
in the proviso thereto), (d), (i) and (n));

(i) Contingent Obligations incurred in the ordinary course of
business in respect of obligations of suppliers, customers, franchisees and
licensees;

(j) Indebtedness incurred to finance a Permitted Acquisition,
PROVIDED that the aggregate amount of Indebtedness incurred pursuant to
this clause (j) shall not exceed $100,000,000 at any time outstanding;

(k) Indebtedness of the Company in respect of Interest Rate
Agreements;

(l) (i) Indebtedness of a corporation that becomes a Restricted
Subsidiary after the Restatement Effective Date as the result of a
Permitted Acquisition if, for the most recently ended Test Period for which
financial statements have been delivered, the Company would be in
compliance on a PRO FORMA basis with Sections 8.11 and 8.12, assuming that
such Permitted Acquisition and the Indebtedness incurred in connection
therewith had occurred and been incurred, respectively, on the first day of
such Test Period, PROVIDED that (x) such Indebtedness existed at the time
such corporation became a Restricted Subsidiary and was not created in
anticipation thereof and (y) such Indebtedness is not guaranteed in any
respect by the Company or any other Subsidiary, and (ii) any refinancing,
refunding, renewal or extension of any Indebtedness specified in clause (i)
above, PROVIDED that (x) the principal amount thereof is not increased
above the principal amount thereof outstanding immediately prior to such
refinancing, refunding, renewal or extension and (y) the direct and
contingent obligors with respect to such Indebtedness are not changed;

(m) Indebtedness of the Company or any Restricted Subsidiary to the
extent that such Indebtedness is assumed in connection with the merger or
consolidation of

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the Company or such Restricted Subsidiary with a Restricted Subsidiary that
has outstanding Indebtedness incurred pursuant to Section 8.04(l), PROVIDED
that the aggregate amount of such Indebtedness, when taken together with
all other Indebtedness incurred pursuant to this clause (m) shall not
exceed $50,000,000 at any time;

(n) Indebtedness of Foreign Subsidiaries in an aggregate amount not
to exceed at any time $75,000,000;

(o) Indebtedness under the Loan Notes; and

(p) Indebtedness (other than Indebtedness incurred in connection with
a Permitted Acquisition) not otherwise permitted by the foregoing clauses
(a) through (o), PROVIDED that the aggregate principal amount of
Indebtedness incurred pursuant to this clause (p) shall not at any time
exceed $100,000,000 at any time outstanding.

1.085 ADVANCES, INVESTMENTS AND LOANS. The Company will not, and
will not permit any of its Restricted Subsidiaries to, lend money or credit or
make advances to any Person, or purchase or acquire any stock, obligations or
securities of, or any other interest in, or make any capital contribution to,
any Person (collectively, "Investments"), if prior thereto, or after giving
effect thereto, any Default or Event of Default exists hereunder provided that
Investments in Foreign Subsidiaries and Foreign Investments shall not be made by
the Company or any Subsidiary Guarantor unless Section 8.02(g) is complied with.

1.086 CAPITAL EXPENDITURES. (a) The Company will not, and will not
permit any of its Restricted Subsidiaries to, incur Consolidated Capital
Expenditures during any fiscal year of the Company in an amount in excess of
$50,000,000.

(b) Notwithstanding anything to the contrary contained in clause (a)
above, to the extent that Consolidated Capital Expenditures made by the Company
and its Restricted Subsidiaries during any fiscal year are less than the maximum
amount permitted to be made for such fiscal year pursuant to clause (a) (taking
into account any increase in the amount permitted during such period as a result
of this clause (b)) 100% of such unused amount may be carried forward to the
immediately succeeding fiscal year and utilized to make Consolidated Capital
Expenditures in excess of the amount permitted above in such following fiscal
year, PROVIDED that the aggregate amount of all Consolidated Capital
Expenditures made by the Company and its Restricted Subsidiaries in any fiscal
year shall not exceed $75,000,000.

1.087 CREATION OF SUBSIDIARIES. The Company shall not create or
acquire any Subsidiary other than (i) any corporate entity that is required to
be a party to the Specified Receivables Facility, (ii) any Unrestricted
Subsidiary created or acquired after the Restatement Effective Date in
compliance with the definition of such term, (iii) any Foreign Subsidiary (to

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the extent Section 8.02(g) is not breached by such creation or acquisition) that
is acquired or created in compliance with Section 8.02(g) and unless the Agent
otherwise agrees (taking into consideration the cost and difficulty of providing
such pledge) 65% of the stock of which that is owned by the Company, the UK
Borrower or a Subsidiary Guarantor is pledged to the Collateral Agent pursuant
to a Pledge Agreement and (iv) any other corporate entity (x) that is a Domestic
Subsidiary and a Wholly-Owned Subsidiary which guarantees the Obligations
pursuant to the Subsidiaries Guaranty and (y) 100% of the capital stock of which
is pledged to the Collateral Agent pursuant to a Pledge Agreement.

1.088 PREPAYMENTS OF INDEBTEDNESS, MODIFICATIONS OF AGREEMENTS, ETC.
The Company will not, and will not permit any Restricted Subsidiary to:

(a) make (or give any notice in respect thereof) any voluntary or
optional payment or prepayment or redemption or acquisition for value of
(including, without limitation, by way of depositing with the trustee with
respect thereto money or securities before due for the purpose of paying
when due) or exchange of any Permitted Subordinated Debt once issued,
including, but only prior to the fourth anniversary of the Restatement
Effective Date, any interest accrued thereon (whether or not evidenced by
accrual or similar notes), PROVIDED that the Company may (x) to the extent
such voluntary prepayment is expressly permitted by the terms of the
indenture governing same, at any time voluntarily prepay up to 40% of the
original principal amount of Permitted Subordinated Debt from the proceeds
of any registered public offering of the Company's common stock and (y) at
any time, voluntarily prepay interest accrued on Permitted Subordinated
Debt (whether or not evidenced by accrued or similar notes) from the
proceeds of any such registered public offering;

(b) amend or modify in any manner adverse to the interests of the
Banks (or permit any such amendment or modification of) any of the terms or
provisions of any documents or agreement governing any Permitted
Subordinated Debt once issued; and/or

(c) amend, modify or change in any manner materially adverse to the
interests of the Banks the Certificate of Incorporation (including, without
limitation, and in any event, by the filing of any certificate of
designation) or by-laws of either Borrower, or enter into any new agreement
with respect to the capital stock of either Borrower (to the extent
materially adverse to the interests of the Banks).

1.089 DIVIDENDS, ETC. (a) The Company will not declare or pay any
dividends (other than dividends payable solely in common stock of the Company)
or return any capital to, its stockholders or authorize or make any other
distribution, payment or delivery of property or cash to its stockholders as
such, or redeem, retire, purchase or otherwise acquire, directly or indirectly,
for a consideration, any shares of any class of its capital stock now or

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hereafter outstanding (or any warrants for or options or stock appreciation
rights in respect of any of such shares), or set aside any funds for any of the
foregoing purposes, or permit any Restricted Subsidiary to purchase or otherwise
acquire for consideration any shares of any class of the capital stock of the
Company, now or hereafter outstanding (or any options or warrants or stock
appreciation rights issued with respect to such capital stock) (all of the
foregoing "Dividends"), except for (i) shares of capital stock deemed to be
repurchased upon exercise of stock options if such capital stock represents a
portion of the exercise price of such options, (ii) repurchases of capital stock
and/or options or warrants to purchase its capital stock from management or
former management of the Company and its Subsidiaries in accordance with
arrangements made with such management so long as no Event of Default exists at
the time of such purchase, (iii) Dividends to pay regularly accruing cash
dividends as and when due with respect to any 1996 Preferred Stock then
outstanding provided that no Default under Section 9.01 or Event of Default
exists at the time of payment thereof and after giving effect thereto and (iv)
the Company may pay additional Dividends, PROVIDED that (x) no Default under
Section 9.01 and no Event of Default exists at the time of the payment thereof
and after giving effect thereto, (y) the Ratio at the time of the payment
thereof shall be less than 3.5:1.0 and (z) the aggregate amount expended by the
Company pursuant to this clause (iv) shall not at any time exceed in the
aggregate an amount equal to (a) $20,000,000 plus (b) 50% of Cumulative
Consolidated Net Income at such time.

(b) The Company will not, and will not permit any of its Subsidiaries
to, create or otherwise cause or suffer to exist any encumbrance or restriction
which prohibits or otherwise restricts (A) the ability of any Restricted
Subsidiary to (a) pay dividends or make other distributions or pay any
Indebtedness owed to the Company or any Restricted Subsidiary, (b) make loans or
advances to the Company or any Restricted Subsidiary or (c) transfer any of its
properties or assets to the Company or any Restricted Subsidiary or (B) the
ability of the Company or any of its Restricted Subsidiaries to create, incur,
assume or suffer to exist any Lien upon its property or assets to secure the
Obligations, other than prohibitions or restrictions existing under or by reason
of: (i) this Agreement, the other Credit Documents and the Permitted
Subordinated Debt once issued; (ii) applicable law; (iii) customary
non-assignment provisions entered into in the ordinary course of business and
consistent with past practices; (iv) any restriction or encumbrance with respect
to a Restricted Subsidiary imposed pursuant to an agreement which has been
entered into for the sale or disposition of all or substantially all of the
capital stock or assets of such Restricted Subsidiary, so long as such sale or
disposition is permitted under this Agreement; and (v) Liens permitted under
Section 8.03 and any documents or instruments governing the terms of any
Indebtedness or other obligations secured by any such Liens, PROVIDED that such
prohibitions or restrictions apply only to the assets subject to such Liens.

8.10 TRANSACTIONS WITH AFFILIATES. The Company will not, and will
not permit any Restricted Subsidiary to, enter into any transaction or series of
transactions with any Affiliate (other than the Company or any Subsidiary
Guarantor) other than in the ordinary

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course of business and on terms and conditions substantially as favorable to the
Company or such Restricted Subsidiary as would be obtainable, in the Company's
reasonable judgment, by the Company or such Restricted Subsidiary at the time in
a comparable arm's-length transaction with a Person other than an Affiliate
except (i) customary annual fees paid to KKR and its Affiliates for services
rendered to the Company and its Subsidiaries and customary investment banking
fees paid to KKR and its Affiliates for services rendered to the Company and its
Subsidiaries in connection with divestitures, acquisitions, financings and
certain other transactions, (ii) customary fees paid to members of the Board of
Directors of the Company and (iii) payments made pursuant to Section 8.09(a).

8.11 LEVERAGE RATIO. The Company will not permit the ratio of (i)
Total Cash Pay Indebtedness as at the end of, to (ii) EBITDA for, the Test
Period last ended at any time during any period set forth below to be greater
than the ratio set forth opposite such period below:

Period Ratio
------ -----
To and including 5.5:1.0
December 31, 1997

Thereafter and To 4.5:1.0
and Including
December 31, 1998

Thereafter 4.0:1.0

8.12 INTEREST COVERAGE. The Company will not permit the Interest
Coverage Ratio for any Test Period to be less than (x) 2.5:1.0 for any Test
Period ending on or prior to and including December 31, 1997; (y) 3.0:1.0 for
any Test Period ending thereafter and on or prior to and including December 31,
1998; and (z) 3.5:1.0 for any Test Period ending thereafter.

SECTION 9. EVENTS OF DEFAULT. Upon the occurrence of any of the
following specified events (each an "Event of Default"):

1.091 PAYMENTS. Any Borrower shall (i) default in the payment when
due of any principal of the Loans or (ii) default, and such default shall
continue for five or more days, in the payment when due of any interest on the
Loans or any Fees or any other amounts owing hereunder or under any other Credit
Document; or

1.092 REPRESENTATIONS, ETC. Any representation, warranty or
statement made by any Credit Party herein or in any other Credit Document or in
any statement or certificate

-55-

delivered or required to be delivered pursuant hereto or thereto shall prove to
be untrue in any material respect on the date as of which made or deemed made;
or

1.093 COVENANTS. The Company shall (i) default in the due
performance or observance by it of any term, covenant or agreement contained in
Section 8, or (ii) default in the due performance or observance by it of any
term, covenant or agreement (other than those referred to in Section 9.01, 9.02
or clause (i) of this Section 9.03) contained in this Agreement and such default
shall continue unremedied for a period of at least 30 days after the delivery of
written notice to the Company by the Agent or the Required Banks; or

1.094 DEFAULT UNDER OTHER AGREEMENTS. (a) The Company or any of its
Restricted Subsidiaries shall (i) default in any payment with respect to any
Indebtedness (other than the Obligations) and such default shall continue after
the applicable grace period, if any, specified in the agreement or instrument
relating to such Indebtedness, or (ii) default in the observance or performance
of any agreement or condition relating to any such Indebtedness or contained in
any instrument or agreement evidencing, securing or relating thereto (and all
grace periods applicable to such observance, performance or condition shall have
expired), or any other event shall occur or condition exist, the effect of which
default or other event or condition is to cause, or to permit the holder or
holders of such Indebtedness (or a trustee or agent on behalf of such holder or
holders) to cause any such Indebtedness to become due prior to its stated
maturity; or (b) any such Indebtedness of the Company or any of its Restricted
Subsidiaries shall be declared to be due and payable, or shall be required to be
prepaid (other than by a regularly scheduled required prepayment or redemption),
prior to the stated maturity thereof, PROVIDED that it shall not constitute an
Event of Default pursuant to this Section 9.04 unless the aggregate amount of
all Indebtedness referred to in clauses (a) and (b) above exceeds $15,000,000 at
any one time; or

1.095 BANKRUPTCY, ETC. The Company or any of its Material
Subsidiaries shall commence a voluntary case concerning itself under Title 11 of
the United States Code entitled "Bankruptcy," as now or hereafter in effect, or
any successor thereto (the "Bankruptcy Code"); or an involuntary case is
commenced against the Company or any of its Material Subsidiaries and the
petition is not controverted within 10 days, or is not dismissed within 60 days,
after commencement of the case; or a custodian (as defined in the Bankruptcy
Code) is appointed for, or takes charge of, all or substantially all of the
property of the Company or any Material Subsidiary; or the Company or any of its
Material Subsidiaries commences (including by way of applying for or consenting
to the appointment of, or the taking of possession by, a rehabilitator,
receiver, custodian, trustee, conservator or liquidator (collectively, a
"conservator") of itself or all or any substantial portion of its property) any
other proceeding under any reorganization, arrangement, adjustment of debt,
relief of debtors, dissolution, insolvency, liquidation, rehabilitation,
conservatorship or similar law of any jurisdiction whether now or hereafter in
effect relating to the Company or any of its Material Subsidiaries; or any such
proceeding is commenced against the Company or any of its Material Subsidiaries
to the extent

-56-

such proceeding is consented to by such Person or remains undismissed for a
period of 60 days; or the Company or any of its Material Subsidiaries is
adjudicated insolvent or bankrupt; or any order of relief or other order
approving any such case or proceeding is entered; or the Company or any of its
Material Subsidiaries suffers any appointment of any conservator or the like for
it or any substantial part of its property which continues undischarged or
unstayed for a period of 60 days; or the Company or any of its Material
Subsidiaries makes a general assignment for the benefit of creditors; or any
corporate action is taken by the Company or any of its Material Subsidiaries for
the purpose of effecting any of the foregoing; or

1.096 ERISA. (a) Any Plan shall fail to satisfy the minimum funding
standard required for any plan year or part thereof or a waiver of such standard
or extension of any amortization period is sought or granted under Section 412
of the Code, any Plan shall have had or is likely to have a trustee appointed to
administer such Plan, any Plan is, shall have been or is likely to be terminated
or to be the subject of termination proceedings under ERISA, any Plan shall have
an Unfunded Current Liability, a contribution required to be made to a Plan has
not been timely made, the Company or any Subsidiary or any ERISA Affiliate has
incurred or is likely to incur a liability to or on account of a Plan under
Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of
ERISA or Section 401(a)(29), 4971, 4975 or 4980 of the Code, or the Company or
any Subsidiary has incurred or is likely to incur liabilities pursuant to one or
more employee welfare benefit plans (as defined in Section 3(1) of ERISA) that
provide benefits to retired employees or other former employees (other than as
required by Section 601 of ERISA) or employee pension benefit plans (as defined
in Section 3(2) of ERISA); (b) there shall result from any such event or events
the imposition of a Lien, the granting of a security interest, or a liability or
a material risk of incurring a liability; and (c) which Lien, security interest
or liability, individually, and/or in the aggregate, in the opinion of the
Required Banks, will have a Material Adverse Effect; or

1.097 PLEDGE AGREEMENT. (a) Any Pledge Agreement shall cease to be
in full force and effect (other than upon termination thereof in accordance with
its terms), or shall cease to give the Collateral Agent the Liens purported to
be created thereby in favor of the Collateral Agent or (b) the relevant Credit
Party shall default in the due performance or observance of any material term,
covenant or agreement on its part to be performed or observed pursuant to any
Pledge Agreement and such default shall continue beyond any cure or grace period
specifically provided for in such Pledge Agreement; or

1.098 JUDGMENTS. One or more judgments or decrees shall be entered
against the Company and/or any of its Restricted Subsidiaries involving a
liability (not paid or fully covered by insurance) of $15,000,000 or more in the
aggregate for all such judgments and decrees for the Company and its
Subsidiaries and any such judgments or decrees shall not have been vacated,
discharged or stayed or bonded pending appeal within 60 days from the entry
thereof; or

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1.099 GUARANTY. Any Guaranty or any provision thereof shall cease to
be in full force and effect (except as provided therein), or any Guarantor or
any Person acting by or on behalf of any Guarantor shall deny or disaffirm any
Guarantor's obligations under any Guaranty or any Guarantor shall default in the
due performance or observance of any term, covenant or agreement on its part to
be performed or observed pursuant to any Guaranty; or

9.10 CHANGE OF CONTROL. A Change of Control shall occur;

then, and in any such event, and at any time thereafter, if any Event of Default
shall then be continuing, the Agent shall, upon the written request of the
Required Banks, by written notice to the Company, take any or all of the
following actions, without prejudice to the rights of the Agent or any Bank to
enforce its claims against any Credit Party, except as otherwise specifically
provided for in this Agreement (PROVIDED that, if an Event of Default specified
in Section 9.05 shall occur with respect to the Company, the result which would
occur upon the giving of written notice by the Agent as specified in clauses (i)
and (ii) below shall occur automatically without the giving of any such notice):
(i) declare the Total Commitment terminated, whereupon the Commitment of each
Bank shall forthwith terminate immediately and any Facility Fee shall forthwith
become due and payable without any other notice of any kind; (ii) declare the
principal of and any accrued interest in respect of all Loans, all Unpaid
Drawings and all obligations owing hereunder and thereunder to be, whereupon the
same shall become, forthwith due and payable without presentment, demand,
protest or other notice of any kind, all of which are hereby waived by the
Borrowers; (iii) enforce, as Agent (or direct the Collateral Agent to enforce),
any or all of the Liens and security interests created pursuant to the Pledge
Agreements; (iv) terminate any Letter of Credit which may be terminated in
accordance with its terms; and (v) direct the Company to pay (and the Company
hereby agrees that on receipt of such notice or upon the occurrence of an Event
of Default with respect to the Company under Section 9.05, it will pay) to the
Collateral Agent an amount of cash equal to the aggregate Stated Amount of all
Letters of Credit then outstanding (such amount to be held as security for the
Company's reimbursement obligations in respect thereof).

SECTION 10. DEFINITIONS. As used herein, the following terms shall
have the meanings herein specified unless the context otherwise requires.
Defined terms in this Agreement shall include in the singular number the plural
and in the plural the singular:

"Acquisition" shall mean the tender offer by the Company or TO Sub of
the outstanding capital stock of Rainford, as effected pursuant to the
Acquisition Documents.

"Acquisition Documents" shall mean the Recommended Cash Offer by
Lazard Brothers & Co. Limited and Salomon Brothers International Limited on
behalf of the Company previously delivered to the Banks under, and in compliance
with the provisions of, the Original Credit Agreement or as otherwise acceptable
to the Agent, and without giving effect to any amendment or modification thereof
not consented to by the Required Banks.

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"Additional Charges" shall mean the additional interest and Fees, if
any, payable as a result of the delivery of a Subsequent Cost Adjustment
Certificate that reduces the cost reduction synergies estimated in the related
Cost Adjustment Certificate, all as calculated by the Agent promptly after
receipt of any such Subsequent Cost Adjustment Certificate on the basis that
such reduced cost reduction synergies had been those that should have been
included in the related Cost Adjustment Certificates, and notified to the
Company and the Banks.

"Affected Loans" shall have the meaning provided in Section 4.02(B).

"Affiliate" shall mean, with respect to any Person, any other Person
directly or indirectly controlling (including but not limited to all directors
and officers of such Person), controlled by, or under direct or indirect common
control with such Person. A Person shall be deemed to control a second Person
if such first Person possesses, directly or indirectly, the power (i) to vote
10% or more of the securities having ordinary voting power for the election of
directors or managers of such second Person or (ii) to direct or cause the
direction of the management and policies of such second Person, whether through
the ownership of voting securities, by contract or otherwise.

"Agent" shall have the meaning provided in the first paragraph of this
Agreement and shall include any successor to the Agent appointed pursuant to
Section 11.09.

"Agreement" shall mean this Credit Agreement, as the same may be from
time to time further modified, amended and/or supplemented.

"Alternate Currency" shall mean each of Deutsche Marks, Pounds
Sterling and Yen.

"Alternate Currency Equivalent" shall mean the Deutsche ▇▇▇▇
Equivalent, the Sterling Equivalent or the Yen Equivalent, as the case may be.

"Alternate Currency Loan" shall mean any Loan denominated in an
Alternate Currency.

"Anticipated Reinvestment Amount" shall mean, with respect to any
Reinvestment Election, the amount specified in the Reinvestment Notice delivered
by the Company in connection therewith as the portion of the Net Cash Proceeds
from the related Asset Sale that the Company intends to use to purchase,
construct or otherwise acquire Reinvestment Assets.

"Applicable Currency" shall mean Dollars and each Alternate Currency.

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"Applicable Margin" shall mean for Revolving Loans and Swingline
Loans, as the case may be, the applicable percentage set forth below based upon
the RF Level then in effect:

Euro Rate
and Sterling Dollar
Rf Level Base Rate Base Rate
-------- ------------ ---------

RF Level I 1.375% 0.125%
RF Level II 1.200% 0
RF Level III 1.000% 0
RF Level IV 0.750% 0
RF Level V 0.500% 0
RF Level VI 0.425% 0
RF Level VII 0.325% 0

"Applicable Percentage" shall mean on any date, with respect to
Facility Fees and Letter of Credit Fees, as the case may be, the applicable
percentage set forth below based upon the RF Level then in effect:

Facility Letter of
Rf Level Fee Credit Fee
-------- -------- ----------

RF Level I 0.375% 1.125%
RF Level II 0.300% 0.950%
RF Level III 0.250% 0.750%
RF Level IV 0.250% 0.500%
RF Level V 0.250% 0.250%
RF Level VI 0.200% 0.175%
RF Level VII 0.175% 0.075%

"Asset Sale" shall mean the sale, transfer or other disposition by the
Company or any Restricted Subsidiary to any Person other than the Company or any
Subsidiary Guarantor of any asset of the Company or such Restricted Subsidiary
(including the sale of any stock in a Subsidiary IPO) but other than (i) sales,
transfers or other dispositions of inventory or obsolete or excess equipment in
the ordinary course of business; (ii) sales of accounts receivable pursuant to
the Specified Receivables Facility; (iii) sales or discounts of foreign
receivables to the extent permitted by Section 8.02(h)(y); and (iv) other sales,
transfers or other dispositions with proceeds aggregating no more than
$1,000,000 in any fiscal year).

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"Assignment Agreement" shall mean an Assignment Agreement
substantially in the form of Exhibit I hereto.

"Authorized Officer" shall mean, with respect to any Borrower, any
executive officer of such Borrower designated as such in writing to the Agent by
the Borrower to the extent acceptable to the Agent.

"Bank" shall have the meaning provided in the first paragraph of this
Agreement.

"Bank Default" shall mean (i) the refusal (which has not been
retracted) of a Bank to make available its portion of any incurrence of Loans or
any Mandatory Borrowing or to fund its portion of any unreimbursed payment under
Section 2.05(c) or (ii) a Bank having notified the Agent and/or any Borrower
that it does not intend to comply with the obligations under Section 1.01(A) or
1.01(C) and/or Section 2.05(c), in the case of either (i) or (ii) as a result of
the appointment of a receiver or conservator with respect to such Bank at the
direction or request of any regulatory agency or authority.

"Bank Register" shall have the meaning provided in Section 13.17.

"Bankruptcy Code" shall have the meaning provided in Section 9.05.

"Base Rate" shall mean and include each of the Dollar Base Rate and
the Sterling Base Rate.

"Base Rate Loan" shall mean (i) each Swingline Loan, (ii) each Loan
denominated in Dollars and bearing interest at the Dollar Base Rate and (iii)
each Loan denominated in Pounds Sterling and bearing interest at the Sterling
Base Rate.

"Borrower" shall mean and include the Company and the UK Borrower, or
either of them.

"Borrowing" shall mean and include the incurrence of one Type of DRF
Loan or MCRF Loan by a Borrower from all of the Banks having Commitments with
respect to such Facility on a PRO RATA basis on a given date (or resulting from
conversions on a given date), having in the case of Euro Rate Loans the same
Interest Period, PROVIDED that Base Rate Loans incurred pursuant to Section
1.09(b) shall be considered part of any related Borrowing of Euro Rate Loans.

"Business Day" shall mean (i) for all purposes other than as covered
by clause (ii) or (iii) below, any day except Saturday, Sunday and any day which
shall be in New York City a legal holiday or a day on which banking institutions
are authorized or required by law

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or other government action to close, (ii) with respect to all notices and
determinations in connection with, and payments of principal and interest on
Euro Rate Loans, any day which is a Business Day described in clause (i) above
and which is also a day for trading by and between banks in the applicable
interbank Eurodollar market and (iii) with respect to all notices and
determinations in connection with, and payments of principal and interest on,
any Alternate Currency Loans, any day which is a Business Day described in
clause (i) and (ii) above and which shall not be a legal holiday or a day on
which banking institutions are authorized or required by law or other government
action to close in the city where the applicable Payment Office of the Agent is
located in respect of such Alternate Currency Loans.

"Capital Lease" as applied to any Person shall mean any lease of any
property (whether real, personal or mixed) by that Person as lessee which, in
conformity with GAAP, is accounted for as a capital lease on the balance sheet
of that Person.

"Capitalized Lease Obligations" shall mean all obligations under
Capital Leases of the Company or any of its Restricted Subsidiaries in each case
taken at the amount thereof accounted for as liabilities in accordance with
GAAP.

"Cash Proceeds" shall mean, with respect to any Asset Sale, the
aggregate cash payments (including any cash received by way of deferred payment
pursuant to a note receivable issued in connection with such Asset Sale, other
than the portion of such deferred payment constituting interest, but only as and
when so received) received by the Company and/or any Restricted Subsidiary from
such Asset Sale.

"CERCLA" shall mean the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as the same may be amended from time to
time, 42 U.S.C. Section 9601 ET SEQ.

"Change of Control" shall mean and include (i) KKR and its Affiliates
shall cease to own, directly or indirectly, at least 50% of the outstanding
voting stock of the Company (other than as the direct result of one or more
public offerings of the common stock of the Company), (ii) during any period of
two consecutive calendar years, individuals who at the beginning of such period
constituted the Company's Board of Directors (together with any new directors
whose election by the Company's Board of Directors or whose nomination for
election by the Company's shareholders was approved by a vote of at least
two-thirds of the directors then still in office who either were directors at
the beginning of such period or whose election or nomination for election was
previously so approved) cease for any reason to constitute a majority of the
directors then in office and/or (iii) any "change in control" or any similar
term as defined in any of the indentures, agreements or instruments governing
any Permitted Subordinated Debt or any other Indebtedness of the Company or any
Restricted Subsidiary.

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"Chase" shall mean The Chase Manhattan Bank.

"Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time, and the regulations promulgated and the rulings issued thereunder.
Section references to the Code are to the Code, as in effect at the Restatement
Effective Date and any subsequent provisions of the Code, amendatory thereof,
supplemental thereto or substituted therefor.

"Collateral" shall mean all of the Collateral as defined in the Pledge
Agreements.

"Collateral Agent" shall mean the Agent acting as collateral agent for
the Banks pursuant to the Pledge Agreements.

"Commitment" shall mean, with respect to each Bank, the sum of such
Banks' DRF Commitment and MCRF Commitment.

"Company" shall mean RELTEC Holdings, Inc., a Delaware Corporation.

"Company Pledge Agreement" shall have the meaning provided in Section
5.01(h)(i).

"Consolidated Capital Expenditures" shall mean, with respect to any
Person, all expenditures by such Person and its Restricted Subsidiaries which
would be capitalized in accordance with GAAP, including all such expenditures
with respect to fixed or capital assets (including, without limitation,
expenditures for maintenance and repairs which should be capitalized in
accordance with GAAP) and the amount of all Capitalized Lease Obligations
incurred by such Person and its Restricted Subsidiaries (but excluding
expenditures made in connection with the replacement, substitution or
restoration of assets (A) to the extent financed from insurance proceeds paid on
account of the loss of or damage to the assets being replaced or restored or (B)
with awards of compensation arising from the taking by eminent domain or
condemnation of the assets being replaced), PROVIDED that Consolidated Capital
Expenditures shall in any event include the purchase price paid in connection
with the acquisition of any Person (including through the purchase of all of the
capital stock or other ownership interests of such Person or through merger or
consolidation) to the extent allocable to property, plant and equipment.

"Consolidated Net Income" shall mean for any period, the net income
(or loss) of the Company and its Restricted Subsidiaries on a consolidated basis
for such period taken as a single accounting period determined in conformity
with GAAP, PROVIDED that there shall be excluded (i) the income (or loss) of any
Unrestricted Subsidiary or of any other entity (other than a Restricted
Subsidiary) in which any other Person (other than the Company or any of its
Restricted Subsidiaries) has a joint interest, except to the extent of the
amount of dividends or

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other distributions actually paid to the Company or any Restricted Subsidiary by
any such Unrestricted Subsidiary or other entity during such period, (ii) the
income (or loss) of any entity accrued prior to the date it becomes a Restricted
Subsidiary or is merged into or consolidated with the Company or any Restricted
Subsidiary or on which its assets are acquired by such Company or any Restricted
Subsidiaries and (iii) the income of any Restricted Subsidiary to the extent
that the declaration or payment of dividends or similar distributions by that
Restricted Subsidiary of that income is not at the time permitted by operation
of the terms of its charter or any agreement, instrument, judgment, decree,
order, statute, rule or governmental regulation applicable to that Subsidiary.

"Contingent Obligations" shall mean as to any Person any obligation of
such Person guaranteeing any Indebtedness, leases, dividends or other
obligations ("primary obligations") of any other Person (the "primary obligor")
in any manner, whether directly or indirectly, including, without limitation,
any obligation of such Person, whether or not contingent, (a) to purchase any
such primary obligation or any property constituting direct or indirect security
therefor, (b) to advance or supply funds (i) for the purchase or payment of any
such primary obligation or (ii) to maintain working capital or equity capital of
the primary obligor or otherwise to maintain the net worth or solvency of the
primary obligor, (c) to purchase property, securities or services primarily for
the purpose of assuring the owner of any such primary obligation of the ability
of the primary obligor to make payment of such primary obligation or (d)
otherwise to assure or hold harmless the owner of such primary obligation
against loss in respect thereof, PROVIDED, HOWEVER, that the term Contingent
Obligation shall not include endorsements of instruments for deposit or
collection in the ordinary course of business. The amount of any Contingent
Obligation shall be deemed to be an amount equal to the stated or determinable
amount of the primary obligation in respect of which such Contingent Obligation
is made or, if not stated or determinable, the maximum reasonably anticipated
liability in respect thereof (assuming such Person is required to perform
thereunder) as determined by such Person in good faith.

"Cost Adjustment Certificate" shall mean, with respect to an
acquisition, a certificate executed by an Authorized Officer of the Company
setting forth the factually supportable and identifiable cost reduction
synergies estimated in good faith to result from such acquisition during the
Cost Synergy Period relating to such acquisition.

"Cost Synergy Period" shall have the meaning provided in the
definition of EBITDA.

"Credit Documents" shall mean this Agreement, the Notes, the Pledge
Agreements and the Subsidiary Guaranty.

"Credit Event" shall mean the making of any Loans and/or the issuance
of any Letter of Credit.

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"Credit Party" shall mean each Borrower and each Subsidiary Guarantor.

"Creditors" shall mean the Agent and the Banks.

"Cumulative Consolidated Net Income" shall mean, at any time for any
determination thereof, the Consolidated Net Income for the period (taken as one
accounting period) commencing on July 1, 1996 and ending on the last day of the
then most recently ended fiscal quarter of the Company.

"Default" shall mean any event, act or condition which with notice or
lapse of time, or both, would constitute an Event of Default.

"Defaulting Bank" shall mean any Bank with respect to which a Bank
Default is in effect.

"Deutsche ▇▇▇▇ Equivalent" shall mean, at any time for the
determination thereof, the amount of Deutsche Marks which could be purchased
with the amount of Dollars involved in such computation at the spot exchange
rate therefor as quoted by the Agent as of 11:00 A.M. (London time) on the date
two Business Days prior to the date of any determination thereof for purchase on
such date.

"Deutsche ▇▇▇▇ Euro Rate" shall mean, for each Interest Period
applicable to a Euro Rate Loan denominated in Deutsche Marks, the rate per annum
that appears on page 3750 of the Dow ▇▇▇▇▇ Telerate Screen (or any successor
page) for Deutsche ▇▇▇▇ deposits with maturities comparable to such Interest
Period as of 11:00 A.M. (London time) on the date which is two Business Days
prior to the commencement of such Interest Period or, if such a rate does not
appear on page 3750 of the Dow ▇▇▇▇▇ Telerate Screen (or any successor page),
the offered quotation to first-class banks in the London interbank Eurodollar
market by the Agent for Deutsche ▇▇▇▇ deposits of amounts in same day funds
comparable to the outstanding principal amount of the Euro Rate Loan of the
Agent denominated in Deutsche Marks for which an interest rate is then being
determined with maturities comparable to the Interest Period to be applicable to
such Euro Rate Loan determined as of 11:00 A.M. (London time) on the date which
is two Business Days prior to the commencement of such Interest Period.

"Deutsche Marks" shall mean freely transferable lawful money of
Germany.

"Dividends" shall have the meaning provided in Section 8.09.

"Dollar Base Rate" at any time shall mean the higher of (i) the rate
which is 1/2 of 1% in excess of the Federal Funds Effective Rate and (ii) the
Prime Lending Rate.

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"Dollar Equivalent" shall mean, at any time for the determination
thereof, the amount of Dollars which could be purchased with (or, in the case of
Letters of Credit denominated in an Alternate Currency, the amount of Dollars
necessary to purchase) the amount of the relevant Alternate Currency involved in
such computation at the spot exchange rate therefor as quoted by the Agent as of
11:00 A.M. (London time) on the date two Business Days prior to the date of any
determination thereof for purchase on such date.

"Dollar Swingline Loans" shall have the meaning provided in Section
1.01(B)(i).

"Dollars" and the sign "$" shall each mean freely transferable lawful
money of the United States.

"Domestic Subsidiary" shall mean each Subsidiary that is organized
under the laws of the United States or any state thereof.

"DRF Commitment" shall mean, with respect to each Bank, the amount set
forth opposite such Bank's name in Annex I hereto directly below the column
entitled "DRF Commitment," as the same may be reduced from time to time pursuant
to Section 3.03, 3.04 and/or 9 or (y) adjusted from time to time as a result of
assignments to or from such Bank pursuant to Section 1.12 and/or 13.04.

"DRF Facility" shall mean the Facility evidenced by the Total DRF
Commitment.

"DRF Loan" shall have the meaning provided in Section 1.01(a).

"DRF Note" shall have the meaning provided in Section 1.04(a).

"DRF Percentage" shall mean, at any time for each Bank with a DRF
Commitment, the percentage obtained by dividing such Bank's DRF Commitment by
the Total DRF Commitment, PROVIDED that if the Total DRF Commitment has been
terminated, the DRF Percentage of each Bank shall be determined by dividing such
Bank's DRF Commitment immediately prior to such termination by the Total DRF
Commitment immediately prior to such termination.

"EBIT" shall mean, for any period, (A) the sum of the amounts for such
period of (i) Consolidated Net Income, (ii) provisions for taxes based on
income, (iii) Total Interest Expense, (iv) amortization or write-off of deferred
financing costs to the extent deducted in determining Consolidated Net Income,
(v) board and management fees, (vi) non-recurring charges in an aggregate amount
not to exceed an amount equal to 10% of EBITDA for such period and (vii) losses
on sales of assets (excluding sales in the ordinary course of business)

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and other extraordinary losses and other one-time non-cash charges LESS (B)
gains on sales of assets (excluding sales in the ordinary course of business)
and other extraordinary gains and other one-time non-cash gains, all as
determined for the Company and its Restricted Subsidiaries on a consolidated
basis in accordance with GAAP.

"EBITDA" shall mean, for any period, the sum of the amounts for such
period of (i) EBIT, (ii) depreciation expense, (iii) amortization expense and
(iv) any other non-cash charges, all as determined for the Company and its
Restricted Subsidiaries on a consolidated basis in accordance with GAAP;
PROVIDED that (x) for purposes of computation under Sections 8.11 and 8.12 and
the definition of "Ratio" (i) for any business of the Company or any Restricted
Subsidiary, or for any Restricted Subsidiary, acquired and any Unrestricted
Subsidiary that is converted into a Restricted Subsidiary during a Test Period,
EBITDA for such Test Period shall be determined on a PRO FORMA basis as if such
acquisition or conversion had occurred as of the beginning of such Test Period
and (ii) for any business of the Company or any Restricted Subsidiary, or for
any Restricted Subsidiary, disposed of and any Restricted Subsidiary that is
converted into an Unrestricted Subsidiary during a Test Period, EBITDA for such
Test Period shall be determined on a PRO FORMA basis as if such disposition or
conversion had occurred as of the beginning of such Test Period and (y) for the
purposes only of determining the Ratio for use in the definitions of Applicable
Margin, Applicable Percentage and each of the RF Levels in the event the Company
delivers a Cost Adjustment Certificate to the Agent within 20 Business Days
after completing the related acquisition, EBITDA for the period from the date of
such acquisition to but not including the last day of the fourth full fiscal
quarter of the Company ending after such acquisition (the "Cost Synergy Period")
shall be increased by the amount of the estimated cost reduction synergies set
forth on such Cost Adjustment Certificate as such amount may be reduced as set
forth on any Subsequent Cost Adjustment Certificate, it being understood that
during a Cost Synergy Period relating to a particular acquisition all actual
cost reduction synergies of the types set forth on the related Cost Adjustment
Certificate shall be disregarded in connection with determining the Ratio for
the uses set forth above in this clause (y).

"Eligible Transferee" shall mean and include a commercial bank,
financial institution or other "accredited investor" (as defined in SEC
Regulation D), in each case which is not a direct competitor of the Company or
engaged in the same or similar business as the Company, or any of its
Subsidiaries or is not an Affiliate of any such competitors of the Company or
any of its Subsidiaries.

"Environmental Claims" shall mean any and all administrative,
regulatory or judicial actions, suits, demands, demand letters, claims, liens,
notices of non-compliance or violation, investigations or proceedings relating
in any way to any Environmental Law or any permit issued under any such law
(hereafter "Claims"), including, without limitation, (a) any and all Claims by
governmental or regulatory authorities for enforcement, cleanup, removal,
response, remedial or other actions or damages pursuant to any applicable
Environmental Law,

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and (b) any and all Claims by any third party seeking damages, contribution,
indemnification, cost recovery, compensation or injunctive relief resulting from
Hazardous Materials or arising from alleged injury or threat of injury to
health, safety or the environment caused by Hazardous Materials.

"Environmental Law" shall mean any applicable Federal, state, foreign
or local statute, law, rule, regulation, ordinance, code, and rule of common law
now or hereafter in effect and in each case as amended, and any judicial or
administrative order, consent, decree or judgment issued to or rendered against
the Company or any of its Subsidiaries relating to the environment, employee
health and safety or Hazardous Materials, including, without limitation, CERCLA;
RCRA; the Federal Water Pollution Control Act, 33 U.S.C. Section 2601 ET SEQ.,
the Clean Air Act, 42 U.S.C. Section 7401 ET SEQ.; the Safe Drinking Water Act,
42 U.S.C. Section 3803 ET SEQ.; the Oil Pollution Act of 1990, 33 U.S.C. Section
2701 ET SEQ.; the Emergency Planning and the Community Right-to-Know Act of
1986, 42 U.S.C. Section 11001 ET SEQ.; the Hazardous Material Transportation
Act, 49 U.S.C. Section 1801 ET SEQ.; and the Occupational Safety and Health Act,
29 U.S.C. Section 651 ET SEQ. (to the extent it regulates occupational exposure
to Hazardous Materials); and any state and local or foreign counterparts or
equivalents, in each case as amended from time to time.

"ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended from time to time, and the regulations promulgated and rulings
issued thereunder. Section references to ERISA are to ERISA, as in effect at
the Restatement Effective Date and any subsequent provisions of ERISA,
amendatory thereof, supplemental thereto or substituted therefor.

"ERISA Affiliate" shall mean each person (as defined in Section 3(9)
of ERISA) which, as a result of facts in existence on or after the Restatement
Effective Date, together with the Company or a Restricted Subsidiary would be
deemed to be a "single employer" (i) within the meaning of Section 414(b), (c),
(m) or (o) of the Code or (ii) as a result of the Company or a Restricted
Subsidiary being or having been a general partner of such person.

"Euro Rate" shall mean and include each of the Eurodollar Rate, the
Deutsche ▇▇▇▇ Euro Rate, the Sterling Euro Rate and the Yen Euro Rate.

"Euro Rate Loan" shall mean any Loan bearing interest at the Euro
Rate.

"Eurodollar Rate" shall mean, with respect to each Interest Period for
a Euro Rate Loan denominated in Dollars, the offered quotation to first-class
banks in the interbank Eurodollar market by the Agent for dollar deposits of
amounts in same day funds comparable to the outstanding principal amount of the
Euro Rate Loan of the Agent denominated in Dollars, for which an interest rate
is then being determined with maturities comparable to the

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Interest Period to be applicable to such Eurodollar Loan determined as of 11:00
A.M. (London time) on the date which is two Business Days prior to the
commencement of such Interest Period.

"Event of Default" shall have the meaning provided in Section 9.

"Existing Indebtedness" shall mean (x) all Indebtedness listed on
Annex VII and referred to in Section 6.17 and (y) such other Indebtedness of the
Company and its Subsidiaries existing as of the Restatement Effective Date and
not so listed on Annex VII.

"Existing Letter of Credit" shall have the meaning provided in Section
2.02.

"Facility" shall mean any of the Facilities established under this
Agreement, I.E., the DRF Facility or the MCRF Facility.

"Facility Fee" shall have the meaning provided in Section 3.01(a).

"Facing Fee" shall have the meaning provided in Section 3.01(c).

"Federal Funds Effective Rate" shall mean, for any period, a
fluctuating interest rate equal for each day during such period to the weighted
average of the rates on overnight Federal Funds transactions with members of the
Federal Reserve System arranged by Federal Funds brokers, as published for such
day (or, if such day is not a Business Day, for the next preceding Business Day)
by the Federal Reserve Bank of New York, or, if such rate is not so published
for any day which is a Business Day, the average of the quotations for such day
on such transactions received by the Agent from three Federal Funds brokers of
recognized standing selected by the Agent.

"Fees" shall mean all amounts payable pursuant to, or referred to in,
Section 3.01.

"Foreign Investment" shall mean an investment in an entity organized
outside the United States which is not a Foreign Subsidiary.

"Foreign Subsidiary" shall mean each Subsidiary that is not a Domestic
Subsidiary.

"Four Quarter EBITDA" shall mean, as of any date of determination
thereof, EBITDA for the four consecutive fiscal quarters of the Company ending
on such date and taken as one accounting period.

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"GAAP" shall mean generally accepted accounting principles in the
United States of America as in effect from time to time; it being understood and
agreed that determinations in accordance with GAAP for purposes of Section 8,
including defined terms as used therein, are subject (to the extent provided
therein) to Section 13.07(a).

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

"Guarantee Obligations" shall mean all indebtedness of the UK Borrower
under this Agreement or the other Credit Documents. The word "indebtedness" as
used in the preceding sentence is used in its most comprehensive sense and
includes any and all advances, debts, obligations and liabilities of the UK
Borrower arising under this Agreement or the other Credit Documents, heretofore,
now, or hereafter made, incurred or created, whether voluntarily or
involuntarily, absolute or contingent, liquidated or unliquidated, determined or
undetermined, whether or not such indebtedness is from time to time reduced, or
extinguished and thereafter increased or incurred, whether the UK Borrower may
be liable individually or jointly with others (and whether in its capacity as a
borrower or guarantor), and whether or not such indebtedness may be or hereafter
become otherwise unenforceable.

"Guarantor" shall mean each of the Company and each Subsidiary
Guarantor.

"Guaranty" shall mean and include each of the guaranty of the Company
set forth in Section 12 and the Subsidiary Guaranty.

"Hazardous Materials" shall mean (a) any petrochemical or petroleum
products, radioactive materials, asbestos in any form that is friable, urea
formaldehyde foam insulation, transformers or other equipment that contain
dielectric fluid containing levels of polychlorinated biphenyls, and radon gas;
and (b) any chemicals, materials or substances defined as or included in the
definition of "hazardous substances," "hazardous wastes," "hazardous materials,"
"restricted hazardous materials," "extremely hazardous wastes," "restrictive
hazardous wastes," "toxic substances," "toxic pollutants," "contaminants" or
"pollutants," or words of similar meaning and regulatory effect under any
applicable Environmental Law.

"Indebtedness" of any Person shall mean without duplication (i) all
indebtedness of such Person for borrowed money, (ii) the deferred purchase price
of assets or services which in accordance with GAAP would be shown on the
liability side of the balance sheet of such Person, (iii) the face amount of all
letters of credit issued for the account of such Person and, without
duplication, all drafts drawn thereunder, (iv) all Indebtedness of a second
Person secured by any Lien on any property owned by such first Person, whether
or not such indebtedness has been assumed, (v) all Capitalized Lease Obligations
of such Person, (vi) all

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obligations of such Person to pay a specified purchase price for goods or
services whether or not delivered or accepted, I.E., take-or-pay and similar
obligations, (vii) all net obligations of such Person under Interest Rate
Agreements and (viii) all Contingent Obligations of such Person, PROVIDED that
Indebtedness shall not include trade payables and accrued expenses and deferred
revenues, in each case arising in the ordinary course of business.

"Interest Coverage Ratio" shall mean, for any Test Period, the ratio
of (x) EBITDA to (y) Total Cash Interest Expense, in each case for such Test
Period.

"Interest Period" shall mean with respect to any Revolving Loan
constituting a Euro Rate Loan, the interest period applicable thereto as
determined pursuant to Section 1.08.

"Interest Rate Agreement" shall mean any interest rate swap agreement,
any interest rate cap agreement, any interest rate collar agreement or other
similar agreement or arrangement designed to protect against fluctuations in
interest rates.

"Investments" shall have the meaning provided in Section 8.05.

"Judgment Currency" shall have the meaning provided in Section
13.16(a).

"Judgment Currency Conversion Date" shall have the meaning provided in
Section 13.16(a).

"KKR" shall mean Kohlberg Kravis ▇▇▇▇▇▇▇ & Co., L.P., a Delaware
limited partnership.

"KKR Affiliates" shall mean any partnership or fund controlled
directly or indirectly by KKR.

"KKR Bridge" shall have the meaning provided in Section 5.01(m) of the
Original Credit Agreement.

"KKR Bridge Conversion" shall have the meaning provided in Section
5.01(m).

"KKR Bridge Conversion Documents" shall have the meaning provided in
Section 5.01(m).

"Leaseholds" of any Person means all the right, title and interest of
such Person as lessee or licensee in, to and under leases or licenses of land,
improvements and/or fixtures.

"Letter of Credit" shall have the meaning provided in Section 2.01.

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"Letter of Credit Fee" shall have the meaning provided in Section
3.01(b).

"Letter of Credit Issuer" shall mean (i) Chase and/or (ii) such other
Bank requested to so act by the Company and acceptable to the Agent.

"Letter of Credit Outstandings" shall mean, at any time, the sum,
without duplication, of (i) the aggregate Stated Amount of all outstanding
Letters of Credit and (ii) the aggregate amount of all Unpaid Drawings.

"Letter of Credit Request" shall have the meaning provided in Section
2.03(a).

"Lien" shall mean any mortgage, pledge, security interest,
encumbrance, lien or charge of any kind (including any agreement to give any of
the foregoing, any conditional sale or other title retention agreement or any
lease in the nature thereof).

"Loan" shall have the meaning provided in Section 1.01.

"Loan Notes" shall mean the loan notes issued by the Company or TO Sub
under and pursuant to the tender offer for the outstanding capital stock of
Rainford in lieu of a payment in cash, all of the terms of which were acceptable
to the Agent under the Original Credit Agreement or shall otherwise be
acceptable to the Agent provided that the principal amount of such Loan Notes
shall not exceed $500,000.

"Loan Notes Guaranty" shall mean the guaranty of the principal and
interest on the Loan Notes issued by Chase (or one of its affiliates) with a
maturity prior to the Maturity Date.

"Local Time" shall mean the local time in effect at (x) the applicable
Notice Office (in the case of Notices of Borrowings and Notices of Conversions)
and (y) the applicable Payment Office in the case of all payments and
disbursements of Loans or Letters of Credit.

"Mandatory Borrowing" shall have the meaning provided in Section
1.01(C).

"Margin Stock" shall have the meaning provided in Regulation U.

"Material Adverse Effect" shall mean a material adverse effect on the
business, assets, liabilities, operations, results of operations or condition
(financial or otherwise) of the Company and its Restricted Subsidiaries taken as
a whole.

"Material Subsidiary" shall mean, at any time, the UK Borrower and any
other Restricted Subsidiary that (x) has assets at such time comprising 5% or
more of the

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consolidated assets of the Company and its Subsidiaries or (y) had net income in
the most recently ended fiscal year of the Company comprising 5% or more of the
consolidated net income of the Company and its Subsidiaries for such fiscal
year.

"Maturity Date" shall mean September 30, 2003.

"MCRF Commitment" shall mean, with respect to each Bank, the amount
set forth opposite such Bank's name in Annex I hereto directly below the column
entitled "MCRF Commitment," as the same may be reduced from time to time
pursuant to Section 3.03, 3.04 and/or 9 or (y) adjusted from time to time as a
result of assignments to or from such Bank pursuant to Section 1.12 and/or
13.04.

"MCRF Facility" shall mean the Facility evidenced by the Total MCRF
Commitment.

"MCRF Loan" shall have the meaning provided in Section 1.01(b).

"MCRF Note" shall have the meaning provided in Section 1.04(a).

"MCRF Percentage" shall mean, at any time for each Bank with an MCRF
Commitment, the percentage obtained by dividing such Bank's MCRF Commitment by
the Total MCRF Commitment, PROVIDED that if the Total MCRF Commitment has been
terminated, the MCRF Percentage of each Bank shall be determined by dividing
such Bank's MCRF Commitment immediately prior to such termination by the Total
MCRF Commitment immediately prior to such termination.

"Minimum Borrowing Amount" shall mean (i) for Dollar denominated loans
that are (x) Base Rate Loans, $1,000,000 and (y) Euro Rate Loans, $2,500,000,
(ii) for Alternate Currency Loans that are Euro Rate Loans, an amount in the
respective Alternate Currency having a Dollar Equivalent of $2,500,000, (iii)
for Sterling denominated MCRF Loans that are Base Rate Loans, an amount in
Pounds Sterling having a Dollar Equivalent of $1,500,000 and (iv) for Swingline
Loans, $250,000 (or the Dollar Equivalent thereof).

"Modified Ratio" shall mean, at the time of any Asset Sale, the Ratio
at such time modified by computing the Four Quarter EBITDA included in such
Ratio on a pro forma basis as if such Asset Sale had occurred as of the
beginning of the period for which such Four Quarter EBITDA is being determined.

"Moody's" shall mean ▇▇▇▇▇'▇ Investors Service, Inc. and its
successors.

"Net Cash Proceeds" shall mean, with respect to any Asset Sale, the
Cash Proceeds resulting therefrom net of (i) reasonable and customary expenses
of sale incurred in

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connection with such Asset Sale, and other reasonable and customary fees and
expenses incurred, and all state, and local taxes paid or reasonably estimated
to be payable, as a consequence of such Asset Sale and the payment of principal,
premium and interest of Indebtedness secured by the asset which is the subject
of the Asset Sale and required to be, and which is, repaid under the terms
thereof as a result of such Asset Sale, (ii) amounts of any distributions
payable to holders of minority interests in the relevant Person or in the
relevant property or assets, (iii) incremental income taxes paid or payable as a
result thereof and (iv) the amount of any reasonable reserve established in
accordance with GAAP against any liabilities (other than any taxes deducted
pursuant to clauses (i) and (iii) above) associated with the assets sold or
disposed of and retained by the Company or any of its Restricted Subsidiaries.

"1996 Preferred Stock" shall mean the Company's Series A Redeemable
Preferred Stock with an aggregate liquidation preference not to exceed
$1,000,000 issued by the Company pursuant to the KKR Bridge Conversion in
exchange for an equal principal amount of the KKR Bridge.

"Non-Defaulting Bank" shall mean each Bank other than a Defaulting
Bank.

"Note" shall mean and include each DRF Note, each MCRF Note and the
Swingline Note.

"Notice of Borrowing" shall have the meaning provided in Section 1.02.

"Notice of Conversion" shall have the meaning provided in Section
1.05.

"Notice Office" shall mean (x) in respect of notices relating to the
DRF Facility, Letters of Credit and any other notice not referred to in clause
(y) below, the offices of the Agent at (i) One Chase ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇ ▇▇▇▇▇▇▇, Telephone (212)
▇▇▇-▇▇▇▇, Facsimile (▇▇▇) ▇▇▇-▇▇▇▇ and (ii) 2 Grand Central Tower, ▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇,
Telephone (▇▇▇) ▇▇▇-▇▇▇▇, Facsimile (▇▇▇) ▇▇▇-▇▇▇▇ and (y) in respect of notices
relating to the MCRF Facility, the office of the Agent at Trinity Tower, 9
▇▇▇▇▇▇ ▇▇▇▇ Street, London EC1 9YT, Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇, Telephone
▇▇-▇▇▇-▇▇▇-▇▇▇▇, Facsimile ▇▇-▇▇▇-▇▇▇-▇▇▇▇/2085, or, in either case, such other
office as the Agent may designate to the Company from time to time.

"Obligation Currency" shall have the meaning provided in Section
13.16(a).

"Obligations" shall mean all amounts, direct or indirect, contingent
or absolute, of every type or description, and at any time existing, owing to
the Agent or any Bank pursuant to the terms of this Agreement or any other
Credit Document.

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"Original Credit Agreement" shall have the meaning provided in the
recitals to this Agreement.

"Participant" shall have the meaning provided in Section 2.05(a).

"Payment Office" shall mean (i) for all purposes other than as
specified in clauses (ii) through (iv) below, the office of the Agent at ▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, (ii) in the case of MCRF Loans
denominated in Pounds Sterling and Sterling Swingline Loans, the office of the
Agent, located in London, England, Account Name Chase Manhattan Bank, Account
Number CHAPS 40 52 06, (iii) in the case of MCRF Loans denominated in Deutsche
Marks, the Agent's account located at ▇▇▇▇▇ ▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, Account
Name Chase Manhattan International, Ltd., Account Number 0101-080002101 and (iv)
in the case of MCRF Loans denominated in Yen, the Agent's Account located at
Chase Manhattan Tokyo, Account Name Chase Manhattan International, Ltd., Account
Number 3401-211623650 or such other office as the Agent may designate to the
Company from time to time.

"PBGC" shall mean the Pension Benefit Guaranty Corporation established
pursuant to Section 4002 of ERISA, or any successor thereto.

"Percentage" shall mean either the DRF Percentage or MCRF Percentage,
as applicable.

"Permitted Acquisition" shall mean any investment or other acquisition
permitted by Section 8.05.

"Permitted Subordinated Debt" shall mean unsecured subordinated debt
issued by the Company and which may be guaranteed by the Subsidiary Guarantors,
PROVIDED that all material terms thereof (such as maturity, interest rate,
amortization and prepayments, covenants, defaults and subordination provisions),
together with any amendment to any thereof, shall be satisfactory to the Agent
and the Required Banks.

"Person" shall mean any individual, partnership, joint venture, firm,
corporation, association, trust or other enterprise or any government or
political subdivision or any agency, department or instrumentality thereof.

"Plan" shall mean any multiemployer or single-employer plan as defined
in Section 4001 of ERISA, which is maintained or contributed to by (or to which
there is an obligation to contribute of) the Company or a Subsidiary or an ERISA
Affiliate, and each such plan for the five year period immediately following the
latest date on which the Company, or a Subsidiary or an ERISA Affiliate
maintained, contributed to or had an obligation to contribute to such plan.

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"Pledge Agreements" shall mean the Company Pledge Agreement, the UK
Pledge Agreement and the Subsidiary Pledge Agreement.

"Pledged Securities" shall mean all the Pledged Securities as defined
in the Pledge Agreements.

"Pounds Sterling" shall mean freely transferable lawful money of the
United Kingdom.

"Prime Lending Rate" shall mean the rate which the Agent announces
from time to time as its prime lending rate, the Prime Lending Rate to change
when and as such prime lending rate changes. The Prime Lending Rate is a
reference rate and does not necessarily represent the lowest or best rate
actually charged to any customer. The Agent may make commercial loans or other
loans at rates of interest at, above or below the Prime Lending Rate.

"Principal Amount" shall mean (i) the stated principal amount of each
Revolving Loan denominated in Dollars and of all Dollar Swingline Loans, (ii)
the Stated Amount of, and all Unpaid Drawings under, each Letter of Credit and
(iii) the Dollar Equivalent of each Alternate Currency Loan.

"Rainford" shall mean Rainford Group plc, a United Kingdom
corporation.

"Ratio" shall mean, at any time, the ratio of Total Indebtedness to
Four Quarter EBITDA as determined as of the last day of the last fiscal quarter
for which financial statements have been delivered prior to such time of
determination to the Banks pursuant to Section 7.01(a) or 7.01(b), PROVIDED that
(i) until such time as any such financial statements are first delivered to the
Banks and/or (ii) at any time when the delivery of any such financial statements
are more than 45 days overdue, the ratio shall be deemed to be greater than
5.0:1.0.

"RCRA" shall mean the Resource Conservation and Recovery Act, as the
same may be amended from time to time, 42 U.S.C. Section 6901 ET SEQ.

"Real Property" of any Person shall mean all of the right, title and
interest of such Person in and to land, improvements and fixtures, including
Leaseholds.

"Regulation D" shall mean Regulation D of the Board of Governors of
the Federal Reserve System as from time to time in effect and any successor to
all or a portion thereof establishing reserve requirements.

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"Regulation U" shall mean Regulation U of the Board of Governors of
the Federal Reserve System as from time to time in effect and any successor to
all or a portion thereof establishing margin requirements.

"Reinvestment Assets" shall mean any assets to be employed in the
business of the Company and its Subsidiaries as described in Section 8.01.

"Reinvestment Election" shall have the meaning provided in Section
3.04(d).

"Reinvestment Notice" shall mean a written notice signed by an
Authorized Officer of the Company stating that the Company, in good faith,
intends and expects to use the portion specified therein of the Net Cash
Proceeds of an Asset Sale to purchase, construct or otherwise acquire
Reinvestment Assets.

"Reinvestment Reduction Amount" shall mean, with respect to any
Reinvestment Election, the amount, if any, on the Reinvestment Reduction Date
relating thereto by which (a) the Anticipated Reinvestment Amount in respect of
such Reinvestment Election exceeds (b) the aggregate amount thereof expended by
the Company and its Subsidiaries to acquire Reinvestment Assets.

"Reinvestment Reduction Date" shall mean, with respect to any
Reinvestment Election, the earlier of (i) the date occurring one year after such
Reinvestment Election and (ii) the date on which the Company shall have
determined not to, or shall have otherwise ceased to, proceed with the purchase,
construction or other acquisition of Reinvestment Assets with the related
Anticipated Reinvestment Amount.

"RELTEC" shall mean RELTEC Corporation, a Delaware corporation.

"Replaced Bank" shall have the meaning provided in Section 1.12.

"Replacement Bank" shall have the meaning provided in Section 1.12.

"Reportable Event" shall mean an event described in Section 4043(c) of
ERISA with respect to a Plan other than those events as to which the 30-day
notice period is waived under subsection .13, .14, .16, .18, .19 or .20 of PBGC
Regulation Section 2615.

"Required Banks" shall mean Non-Defaulting Banks with outstanding
Commitments (or, if after the Total Commitment has been terminated, RF
Percentages) constituting at least 51% of the sum of the Commitments of
Non-Defaulting Banks (or, if after the Total Commitment has been terminated, the
aggregate RF Percentages of all Non-Defaulting Banks).

"Resident Country" shall have the meaning provided in Section 4.04(c).

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"Restatement Effective Date" shall have the meaning provided in
Section 5.01.

"Restricted Foreign Subsidiary" shall mean each Foreign Subsidiary
that is a Restricted Subsidiary.

"Restricted Subsidiary" shall mean each Subsidiary other than an
Unrestricted Subsidiary, PROVIDED that an Unrestricted Subsidiary may be
converted into a Restricted Subsidiary upon at least 15 days' prior written
notice from the Company to the Agent to such effect, which notice shall set
forth computations demonstrating that the provisions of Sections 8.11 and 8.12
would have been complied with on a PRO FORMA basis as of the end of the Test
Period last ended if such conversion had occurred on the first day of such Test
Period, it being understood and agreed that an Unrestricted Subsidiary that is
converted into a Restricted Subsidiary pursuant to the foregoing proviso shall
not be eligible to be converted back into an Unrestricted Subsidiary until the
date which is eighteen months after the date of such initial conversion.

"Revolving Loan" shall mean and include each DRF Loan and each MCRF
Loan.

"RF Level" shall mean and include RF Level I, RF Level II, RF Level
III, RF Level IV, RF Level V, RF Level VI or RF Level VII, whichever is then in
effect.

"RF Level I" shall exist at any time that the Ratio is greater than
4.75:1.0.

"RF Level II" shall exist at any time that the Ratio is greater than
4.25:1.0 but not greater than 4.75:1.0.

"RF Level III" shall exist at any time that the Ratio is greater than
3.75:1.0 but not greater than 4.25:1.0.

"RF Level IV" shall exist at any time that the Ratio is greater than
3.25:1.0 but not greater than 3.75:1.0.

"RF Level V" shall exist at any time that the Ratio is greater than
2.75:1.0 but not greater than 3.25:1.0.

"RF Level VI" shall exist at any time the ratio is greater than
2.25:1.0 but not greater than 2.75:1.0.

"RF Level VII" shall exist at any time that the Ratio is not greater
than 2.25:1.0.

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"RF Percentage" shall mean, at any time for each Bank the percentage
obtained by dividing such Bank's Commitment by the Total Commitment, PROVIDED
that if the Total Commitment has been terminated, the RF Percentage of each Bank
shall be determined by dividing such Bank's Commitment immediately prior to such
termination by the Total Commitment immediately prior to such termination.

"S&P" shall mean Standard & Poor's Ratings Services, a Division of The
▇▇▇▇▇▇-▇▇▇▇ Companies, and its successors.

"Scheduled Commitment Reduction" shall have the meaning provided in
Section 3.04(b).

"SEC" shall mean the United States Securities and Exchange Commission.

"SEC Regulation D" shall mean Regulation D as promulgated under the
Securities Act of 1933, as amended, as the same may be in effect from time to
time.

"SEC Reporting Requirement" shall exist at any time that the Company
is required, under then existing rules and regulations of or applicable to the
SEC, to file periodic financial reports with the SEC.

"Section 4.04(b)(ii) Certificate" shall have the meaning provided in
Section 4.04(b)(ii).

"Sharing Event" shall mean (i) the acceleration of the Loans hereunder
or (ii) any Event of Default declared by the Required Banks to be a Sharing
Event.

"Specified Receivables Facility" shall mean an off balance sheet
accounts receivable facility agented by any Bank and in form and substance
satisfactory to the Agent to which all the Banks shall be invited to participate
(PRO RATA on the basis of their RF Percentages) and pursuant to which the
accounts receivable of RELTEC and its Subsidiaries shall be financed.

"Stated Amount" of each Letter of Credit shall mean the maximum
available to be drawn thereunder (regardless of whether any conditions for
drawing could then be met), PROVIDED that the "Stated Amount" of each Letter of
Credit denominated in Pounds Sterling shall be the Dollar Equivalent of the
maximum amount available to be drawn in Pounds Sterling thereunder (regardless
of whether any conditions for drawing could then be met).

"Sterling Base Rate" shall mean at any time a rate per annum equal to
the Bank of England Minimum Lending Rate at such time plus .25%.

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"Sterling Equivalent" shall mean, at any time for the determination
thereof, the amount of Pounds Sterling which could be purchased with the amount
of Dollars involved in such computation at the spot exchange rate therefor as
quoted by the Agent as of 11:00 A.M. (London time) on the date two Business Days
prior to the date of any determination thereof for purchase on such date.

"Sterling Euro Rate" shall mean, with respect to each Interest Period
for a Euro Rate Loan denominated in Pounds Sterling, the offered quotation to
first-class banks in the London interbank Eurodollar market by the Agent for
Pounds Sterling deposits of amounts in same day funds comparable to the
outstanding principal amount of the Euro Rate Loan of the Agent denominated in
Pounds Sterling for which an Interest Period is then being determined with
maturities comparable to the Interest Period to be applicable to such Sterling
Euro Rate Loan determined as of 11:00 A.M. (London time) on the date which is
two Business Days prior to the commencement of such Interest Period.

"Sterling Swingline Loans" shall have the meaning provided in Section
1.01(B)(i).

"Subsequent Cost Adjustment Certificate" shall mean, with respect to
an acquisition as to which a Cost Adjustment Certificate has been delivered, a
certificate executed by an Authorized Officer of the Company setting forth (x)
if delivered pursuant to Section 7.01(i), the reduced estimated cost reduction
synergies resulting from such acquisition or (y) if delivered pursuant to
Section 7.01(d)(y), in reasonable detail the actual factually supportable and
identifiable cost reduction synergies actually realized during the relevant Cost
Synergy Period.

"Subsidiary" of any Person shall mean and include (i) any corporation
more than 50% of whose stock of any class or classes having by the terms thereof
ordinary voting power to elect a majority of the directors of such corporation
(irrespective of whether or not at the time stock of any class or classes of
such corporation shall have or might have voting power by reason of the
happening of any contingency) is at the time owned by such Person directly or
indirectly through Subsidiaries and (ii) any partnership, association, joint
venture or other entity in which such Person directly or indirectly through
Subsidiaries, has more than a 50% equity interest at the time. Unless otherwise
expressly provided, all references herein to "Subsidiary" shall mean a
Subsidiary of the Company.

"Subsidiary Guarantor" shall mean, at any time, each Restricted
Subsidiary that is party to the Subsidiary Guaranty.

"Subsidiary Guaranty" shall have the meaning provided in Section
5.01(i).

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"Subsidiary IPO" shall mean the public offering of the common stock of
one (and only one) Subsidiary of RELTEC, PROVIDED that (A) the assets and
divisions of such Subsidiary shall be limited to no more than one of the four
divisions of RELTEC existing on the Restatement Effective Date and (B) after
giving effect to such offering the Company shall own directly or indirectly at
least a majority on a fully diluted basis of the economic and voting interest of
such Subsidiary's capital stock.

"Subsidiary Pledge Agreement" shall have the meaning provided in
Section 5.01(h)(ii).

"Swingline Commitment" shall mean the lesser of (x) $30,000,000 and
(y) the Total Commitment.

"Swingline Lender" shall mean Chase.

"Swingline Loans" shall have the meaning provided in Section 1.01(B).

"Swingline Maturity Date" shall mean the date which is five Business
Days prior to the Maturity Date.

"Taxes" shall have the meaning provided in Section 4.04.

"Test Period" shall mean at any time the period (taken as one
accounting period) of four consecutive fiscal quarters then last ended. The
first Test Period for the purposes of Sections 8.11 and 8.12 shall be the four
quarter period ending December 31, 1996.

"TO Sub" shall mean a newly created wholly-owned Domestic Subsidiary
created to effect the Acquisition, which subsidiary shall have executed the
Guaranty and a Pledge Agreement.

"Total Cash Interest Expense" shall mean for any period Total Interest
Expense for such period less any interest expense included therein not payable
in cash when due and any amortization of debt discount during such period,
PROVIDED that for purposes of computations under Section 8.12, (i) for any
business or Restricted Subsidiary acquired and any Unrestricted Subsidiary that
is converted into a Restricted Subsidiary during the Test Period, Total Cash
Interest Expense for such Test Period shall be determined on a PRO FORMA basis
as if such acquisition or conversion had occurred as of the beginning of the
Test Period and (ii) for any business or Restricted Subsidiary disposed of and
any Restricted Subsidiary that is converted into an Unrestricted Subsidiary
during the Test Period, Total Cash Interest Expense for such Test Period shall
be determined on a PRO FORMA basis as if such disposition or conversion had
occurred as of the beginning of the Test Period.

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"Total Cash Pay Indebtedness" shall mean, at any time, all
Indebtedness included in Total Indebtedness other than any Indebtedness the
interest on which is payable in kind and not subject to cash accrual or payment
(or is evidenced by accrual or similar notes not payable in cash) for all prior
periods and all present and future periods until at least the date which is one
calendar quarter after such date of determination.

"Total Commitment" shall mean the sum of the Commitments of each of
the Banks.

"Total DRF Commitment" shall mean the sum of the DRF Commitments of
each of the Banks.

"Total Indebtedness" shall mean all Indebtedness for borrowed money
of, or guaranteed by, the Company and its Restricted Subsidiaries all as
determined on a consolidated basis for the Company and its Restricted
Subsidiaries.

"Total Interest Expense" shall mean, for any period, total interest
expense (including that attributable to Capital Leases in accordance with GAAP)
of the Company and its Restricted Subsidiaries on a consolidated basis with
respect to all outstanding Indebtedness of the Company and its Restricted
Subsidiaries, including, without limitation, all commissions, discounts and
other fees and charges owed with respect to letters of credit and net costs
under Interest Rate Agreements, but excluding, however, any amortization of
deferred financing costs, all as determined in accordance with GAAP, PROVIDED
that there shall be excluded all of the foregoing of any Person accrued prior to
the date it becomes a Subsidiary or is merged into or consolidated with the
Company or any of its Restricted Subsidiaries or that Person's assets are
acquired by the Company or any of its Restricted Subsidiaries.

"Total MCRF Commitment" shall mean the sum of the MCRF Commitments of
each of the Banks.

"Transaction" shall include (i) the Acquisition and (ii) the KKR
Bridge Conversion.

"Transaction Documents" shall mean and include the Acquisition
Documents and the KKR Bridge Conversion Documents.

"Treaty Bank" shall mean each Bank with an MCRF Commitment to the
extent such Bank's Resident Country is party to a tax treaty or treaties with
the United Kingdom that would reduce or eliminate the withholding taxes
otherwise payable in respect of payments made by the UK Borrower for the account
of such Bank.

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"Type" shall mean the type of Loan determined with regard to currency
and the interest option applicable thereto.

"UK Bank" shall mean a bank that is carrying on a bona fide banking
business in the United Kingdom as recognized by the United Kingdom's Inland
Revenue.

"UK Borrower" shall mean RELTEC (UK) Limited, a United Kingdom
corporation.

"UK Lending Office" shall mean the office (which may be a branch or an
affiliate of any Bank) specified from time to time by each Bank with an MCRF
Commitment to the Agent and the UK Borrower as the office from which such Bank
will make Loans to the UK Borrower and for whose account all payments will be
made by the UK Borrower, if to be made for the account of such Bank, which
office may be the same office as such Bank utilizes as its lending office for
all other Loans except as otherwise provided in Section 4.01(c).

"UK Pledge Agreement" shall have the meaning provided in Section
5.01(h)(i).

"UK Tax Refunds" shall have the meaning provided in Section 4.04(c).

"Unfunded Current Liability" of any Plan shall mean the amount, if
any, by which the actuarial present value of the accumulated plan benefits under
the Plan as of the close of its most recent plan year exceeds the fair market
value of the assets allocable thereto, each determined in accordance with
Statement of Financial Accounting Standards No. 87, based upon the actuarial
assumptions used by the Plan's actuary in the most recent annual valuation of
the Plan.

"United States" and "U.S." shall each mean the United States of
America.

"Unpaid Drawing" shall have the meaning provided in Section 2.04 and
in the case of a drawing paid in Pounds Sterling shall equal the Dollar
Equivalent of such payment.

"Unrestricted Subsidiary" shall mean each Subsidiary (x) first created
or acquired by the Company after the Restatement Effective Date and such
Subsidiary is designated by the Company as an Unrestricted Subsidiary in a
written notice delivered to the Agent reasonably promptly after such creation or
acquisition, (y) first acquired or created after the Restatement Effective Date
by another Unrestricted Subsidiary created or acquired in compliance with the
provisions of this definition, PROVIDED that the provisions of Section 8.05 are
not breached in connection with such acquisition or creation or (z) that is
converted into an Unrestricted Subsidiary from a Restricted Subsidiary upon at
least 15 days' prior written notice from the Company to the Agent to such
effect, which notice shall set forth computations demonstrating that the
provisions of Sections 8.11 and 8.12 would have been complied with

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on a PRO FORMA basis as of the end of the Test Period last ended if such
conversion had occurred on the first day of such Test Period, it being
understood and agreed that (i) an Unrestricted Subsidiary cannot be owned in
whole or in part by a Restricted Subsidiary and a Restricted Subsidiary cannot
be owned in whole or in part by an Unrestricted Subsidiary, (ii) a Restricted
Subsidiary that is converted into an Unrestricted Subsidiary pursuant to clause
(z) shall not be eligible to be converted back into a Restricted Subsidiary
until the date which is eighteen months after the date of such initial
conversion and (iii) the UK Borrower shall not at any time be an Unrestricted
Subsidiary.

"Unutilized Total DRF Commitment" shall mean, at any time, the excess
of (i) the Total DRF Commitment at such time over (ii) the sum of (x) the
aggregate Principal Amount of all DRF Loans and Dollar Swingline Loans then
outstanding plus (y) the aggregate Letter of Credit Outstandings at such time.

"Unutilized Total MCRF Commitment" shall mean, at any time, the excess
of (i) the Total MCRF Commitment at such time over (ii) the aggregate Principal
Amount of all MCRF Loans and Sterling Swingline Loans then outstanding.

"Wholly-Owned Subsidiary" of any Person shall mean any Subsidiary of
such Person to the extent all the capital stock or other ownership interests in
such Subsidiary, other than directors' or nominees' qualifying shares, are owned
directly or indirectly by such Person.

"Written" or "in writing" shall mean any form of written communication
or a communication by means of telex, facsimile transmission, telegraph or
cable.

"Yen" shall mean freely transferable lawful money of Japan.

"Yen Equivalent" shall mean, at any time for the determination
thereof, the amount of Yen which could be purchased with the amount of Dollars
involved in such computation at the spot exchange rate therefor as quoted by the
Agent as of 11:00 A.M. (London time) on the date two Business Days prior to the
date of any determination thereof for purchase on such date.

"Yen Euro Rate" shall mean, for each Interest Period applicable to a
Euro Rate Loan denominated in Yen, the rate per annum that appears on page 3750
of the Dow ▇▇▇▇▇ Telerate Screen (or any successor page) for Yen deposits with
maturities comparable to such Interest Period as of 11:00 A.M. (London time) on
the date which is two Business Days prior to the commencement of such Interest
Period or, if such a rate does not appear on page 3750 of the Dow ▇▇▇▇▇ Telerate
Screen (or any successor page), the offered quotation to first-class banks in
the London interbank Eurodollar market by the Agent for Yen deposits of amounts
in same day funds comparable to the outstanding principal amount of the Euro
Rate Loan of the Agent denominated in Yen for which an interest rate is then
being determined with

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maturities comparable to the Interest Period to be applicable to such Euro Rate
Loan as of 11:00 A.M. (London time) on the date which is two Business Days prior
to the commencement of such Interest Period.

SECTION 11. THE AGENT.

1.111 APPOINTMENT. Each Bank hereby irrevocably designates and
appoints Chase as Agent (such term to include for the purposes of this Section
11 Chase acting as Collateral Agent) to act as specified herein and in the other
Credit Documents, and each such Bank hereby irrevocably authorizes Chase as the
Agent for such Bank, to take such action on its behalf under the provisions of
this Agreement and the other Credit Documents and to exercise such powers and
perform such duties as are expressly delegated to the Agent by the terms of this
Agreement and the other Credit Documents, together with such other powers as are
reasonably incidental thereto. The Agent agrees to act as such upon the express
conditions contained in this Section 11. Notwithstanding any provision to the
contrary elsewhere in this Agreement or in any other Credit Document, the Agent
shall not have any duties or responsibilities, except those expressly set forth
herein or in the other Credit Documents, nor any fiduciary relationship with any
Bank, and no implied covenants, functions, responsibilities, duties, obligations
or liabilities shall be read into this Agreement or otherwise exist against the
Agent. The provisions of this Section 11 are solely for the benefit of the
Agent, and the Banks, and no Credit Party shall have any rights as a third party
beneficiary of any of the provisions hereof. In performing its functions and
duties under this Agreement, the Agent shall act solely as agent of the Banks
and does not assume and shall not be deemed to have assumed any obligation or
relationship of agency or trust with or for any Credit Party.

1.112 DELEGATION OF DUTIES. The Agent may execute any of its duties
under this Agreement or any other Credit Document by or through agents or
attorneys-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties. The Agent shall not be responsible for the
negligence or misconduct of any agents or attorneys-in-fact selected by it with
reasonable care except to the extent otherwise required by Section 11.03.

1.113 EXCULPATORY PROVISIONS. Neither the Agent nor any of its
respective officers, directors, employees, agents, attorneys-in-fact or
affiliates shall be (i) liable for any action lawfully taken or omitted to be
taken by it or such Person under or in connection with this Agreement or the
other Credit Documents (except for its or such Person's own gross negligence or
willful misconduct) or (ii) responsible in any manner to any of the Banks for
any recitals, statements, representations or warranties made by the Company or
any Subsidiary or any of their respective officers contained in this Agreement,
any other Credit Document or in any certificate, report, statement or other
document referred to or provided for in, or received by the Agent under or in
connection with, this Agreement or any other Credit Document or for any failure
of the Company or any Subsidiary or any of their respective officers to perform
its

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obligations hereunder or thereunder. The Agent shall not be under any
obligation to any Bank to ascertain or to inquire as to the observance or
performance of any of the agreements contained in, or conditions of, this
Agreement, or to inspect the properties, books or records of the Company or any
Subsidiary. The Agent shall not be responsible to any Bank for the
effectiveness, genuineness, validity, enforceability, collectibility or
sufficiency of this Agreement or any Credit Document or for any representations,
warranties, recitals or statements made herein or therein or made in any written
or oral statement or in any financial or other statements, instruments, reports,
certificates or any other documents in connection herewith or therewith
furnished or made by the Agent to the Banks or by or on behalf of any Borrower
to the Agent or any Bank or be required to ascertain or inquire as to the
performance or observance of any of the terms, conditions, provisions, covenants
or agreements contained herein or therein or as to the use of the proceeds of
the Loans or of the existence or possible existence of any Default or Event of
Default.

1.114 RELIANCE BY AGENT. The Agent shall be entitled to rely, and
shall be fully protected in relying, upon any note, writing, resolution, notice,
consent, certificate, affidavit, letter, cablegram, telegram, facsimile
transmission, telex or teletype message, statement, order or other document or
conversation believed by it to be genuine and correct and to have been signed,
sent or made by the proper Person or Persons and upon advice and statements of
legal counsel (including, without limitation, counsel to the Company),
independent accountants and other experts selected by the Agent. The Agent
shall be fully justified in failing or refusing to take any action under this
Agreement or any other Credit Document unless it shall first receive such advice
or concurrence of the Required Banks as it deems appropriate or it shall first
be indemnified to its satisfaction by the Banks against any and all liability
and expense which may be incurred by it by reason of taking or continuing to
take any such action. The Agent shall in all cases be fully protected in
acting, or in refraining from acting, under this Agreement and the other Credit
Documents in accordance with a request of the Required Banks, and such request
and any action taken or failure to act pursuant thereto shall be binding upon
all the Banks.

1.115 NOTICE OF DEFAULT. The Agent shall not be deemed to have
knowledge or notice of the occurrence of any Default or Event of Default
hereunder unless the Agent has received notice from a Bank or the Company or any
other Credit Party referring to this Agreement, describing such Default or Event
of Default and stating that such notice is a "notice of default." In the event
that the Agent receives such a notice, the Agent shall give prompt notice
thereof to the Banks. The Agent shall take such action with respect to such
Default or Event of Default as shall be directed by the Required Banks, PROVIDED
that unless and until the Agent shall have received such directions, the Agent
may (but shall not be obligated to) take such action, or refrain from taking
such action, with respect to such Default or Event of Default as it shall deem
advisable in the best interests of the Banks except to the extent that this
Agreement expressly requires that such action be taken, or not be taken, only

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with the consent or upon the authorization of Required Banks or each of the
Banks as provided in Section 13.12.

1.116 NON-RELIANCE. Each Bank expressly acknowledges that neither
the Agent nor any of its officers, directors, employees, agents,
attorneys-in-fact or affiliates have made any representations or warranties to
it and that no act by the Agent hereinafter taken, including any review of the
affairs of the Company or any Subsidiary, shall be deemed to constitute any
representation or warranty by the Agent to any Bank. Each Bank represents to
the Agent that it has, independently and without reliance upon the Agent, or any
other Bank, and based on such documents and information as it has deemed
appropriate, made its own appraisal of and investigation into the business,
assets, operations, property, financial and other condition, prospects and
creditworthiness of the Company and its Subsidiaries and made its own decision
to make its Loans hereunder and enter into this Agreement. Each Bank also
represents that it will, independently and without reliance upon the Agent, or
any other Bank, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit analysis, appraisals
and decisions in taking or not taking action under this Agreement, and to make
such investigation as it deems necessary to inform itself as to the business,
assets, operations, property, financial and other condition, prospects and
creditworthiness of the Company and its Subsidiaries. The Agent shall not have
any duty or responsibility to provide any Bank with any credit or other
information concerning the business, operations, assets, property, financial and
other conditions, prospects or creditworthiness of the Company or any Subsidiary
which may come into the possession of the Agent or any of its officers,
directors, employees, agents, attorneys-in-fact or affiliates.

1.117 INDEMNIFICATION. The Banks agree to indemnify the Agent in its
capacity as such ratably according to their respective Loans and unutilized
Commitments, from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, reasonable expenses or
disbursements of any kind whatsoever which may at any time (including, without
limitation, at any time following the payment of the Obligations) be imposed on,
incurred by or asserted against the Agent in its capacity as such in any way
relating to or arising out of this Agreement or any other Credit Document, or
any documents contemplated by or referred to herein or the transactions
contemplated hereby or any action taken or omitted to be taken by the Agent
under or in connection with any of the foregoing, but only to the extent that
any of the foregoing is not paid by the Company or any of its Subsidiaries,
PROVIDED that no Bank shall be liable to the Agent for the payment of any
portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements resulting solely from the
Agent's gross negligence or willful misconduct. If any indemnity furnished to
the Agent for any purpose shall, in the opinion of the Agent, be insufficient or
become impaired, the Agent may call for additional indemnity and cease, or not
commence, to do the acts indemnified against until such additional indemnity is
furnished. The agreements in this Section 11.07 shall survive the payment of
all Obligations.

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1.118 THE AGENT IN INDIVIDUAL CAPACITY. The Agent and its affiliates
may make loans to, accept deposits from and generally engage in any kind of
business with the Company and its Subsidiaries as though not acting as Agent
hereunder. With respect to the Loans made by it and all Obligations owing to
it, the Agent shall have the same rights and powers under this Agreement as any
Bank and may exercise the same as though it was not the Agent, and the terms
"Bank" and "Banks" shall include the Agent in its individual capacity.

1.119 SUCCESSOR AGENT. The Agent may resign as the Agent upon 20
days' notice to the Banks and the Company. The Required Banks shall appoint
from among the Banks a successor Agent for the Banks subject to prior approval
by the Company (such approval not to be unreasonably withheld), whereupon such
successor agent shall succeed to the rights, powers and duties of the Agent, and
the term "Agent" shall include such successor agent effective upon its
appointment, and the resigning Agent's rights, powers and duties as the Agent
shall be terminated, without any other or further act or deed on the part of
such former Agent or any of the parties to this Agreement. After the retiring
Agent's resignation hereunder as the Agent, the provisions of this Section 11
shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was Agent under this Agreement.

SECTION 12. COMPANY GUARANTY.

12.01 THE COMPANY GUARANTY. In order to induce the Banks to enter
into this Agreement and to extend credit hereunder and in recognition of the
direct benefits to be received by the Company from the proceeds of the Loans,
the Company hereby unconditionally and irrevocably guarantees as primary obligor
and not merely as surety the full and prompt payment and performance when due,
upon maturity, acceleration or otherwise, of any and all of Guarantee
Obligations. If any or all Guarantee Obligations become due and payable
hereunder and are not paid, the Company unconditionally promises to pay such
Guarantee Obligations, on demand, together with any and all expenses which may
be incurred by the Agent or the Creditors in collecting any of such Obligations.

12.02 BANKRUPTCY. Additionally, the Company unconditionally and
irrevocably guarantees the payment of any and all Guarantee Obligations to the
Creditors whether or not due or payable by the UK Borrower upon the occurrence
in respect of the Company of any of the events specified in Section 9.05, and
unconditionally and irrevocably promises to pay such Guarantee Obligations, on
demand, in lawful money of the United States.

12.03 NATURE OF LIABILITY. The liability of the Company hereunder is
exclusive and independent of any security for, or other guaranty of, the
Guarantee Obligations, whether executed by the UK Borrower or by any other
party, and the liability of the Company hereunder is not affected or impaired by
(a) any direction as to application of payment by the UK Borrower or by any
other party, (b) any other continuing or other guaranty, undertaking or maximum
liability of a guarantor or of any other party as to the Guarantee Obligations,
(c) any

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payment on, or in reduction of, any such other guaranty or undertaking, (d) any
dissolution, termination or increase, decrease or change in personnel of the UK
Borrower, or (e) any payment made to the Agent or the Creditors on the Guarantee
Obligations which the Agent or such Creditors repay pursuant to court order in
any bankruptcy, reorganization, arrangement, moratorium or other debtor relief
proceeding, and the Company waives any right to the deferral or modification of
its obligations hereunder by reason of any such proceeding.

12.04 INDEPENDENT OBLIGATION. The obligations of the Company
hereunder are independent of the obligations of any other guarantor, any other
party or the UK Borrower, and a separate action or actions may be brought and
prosecuted against the Company whether or not action is brought against any
other guarantor, any other party or the UK Borrower and whether or not any other
guarantor, any other party or the UK Borrower be joined in any such action or
actions. The Company waives, to the fullest extent permitted by law, the
benefit of any statute of limitations affecting its liability hereunder or the
enforcement thereof. Any payment by the UK Borrower or other circumstance which
operates to toll any statute of limitations as to the UK Borrower shall operate
to toll the statute of limitations as to the Company.

12.05 AUTHORIZATION. The Company authorizes the Agent and the
Creditors without notice, demand or consent (except as shall be required under
the Credit Documents or as required by applicable statute and cannot be waived),
and without affecting or impairing its liability hereunder, from time to time
to:

(a) change the manner, place or terms of payment of, and/or change or
extend the time of payment of, renew, increase, accelerate or alter, any of
the Guarantee Obligations (including any increase or decrease in the rate
of interest thereon), any security therefor, or any liability incurred
directly or indirectly in respect thereof, and the Guaranty herein made
shall apply to such Obligations as so changed, extended, renewed or
altered;

(b) take and hold security for the payment of the Guarantee
Obligations and sell, exchange, release, surrender, realize upon or
otherwise deal with in any manner and in any order any property by
whomsoever at any time pledged or mortgaged to secure, or howsoever
securing, such Guarantee Obligations or any liabilities (including any of
those hereunder) incurred directly or indirectly in respect thereof or
hereof, and/or any offset thereagainst;

(c) exercise or refrain from exercising any rights against the UK
Borrower or others or otherwise act or refrain from acting;

(d) release or substitute any one or more endorsers, guarantors, the
UK Borrower or other obligors;

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(e) settle or compromise any of the Guarantee Obligations, any
security therefor or any liability (including any of those hereunder)
incurred directly or indirectly in respect thereof or hereof, and may
subordinate the payment of all or any part thereof to the payment of any
liability (whether due or not) of the UK Borrower to its creditors other
than the Banks;

(f) apply any sums by whomsoever paid or howsoever realized to any
liability or liabilities of the UK Borrower to the Creditors regardless of
what liability or liabilities of the Company or the UK Borrower remain
unpaid;

(g) consent to or waive any breach of, or any act, omission or default
under, this Guaranty or any of the instruments or agreements referred to
herein, or otherwise amend, modify or supplement this Guaranty or any of
such other instruments or agreements; and/or

(h) take any other action which would, under otherwise applicable
principles of common law, give rise to a legal or equitable discharge of
the Company from its liabilities under this Guaranty.

12.06 RELIANCE. It is not necessary for the Agent or any Creditor to
inquire into the capacity or powers of the UK Borrower or its Subsidiaries or
the officers, directors, partners or agents acting or purporting to act on its
behalf, and any Guarantee Obligations made or created in reliance upon the
professed exercise of such powers shall be guaranteed hereunder.

12.07 SUBORDINATION. Any of the indebtedness of the UK Borrower now
or hereafter owing to the Company, as the case may be, is hereby subordinated to
the Guarantee Obligations; and if the Agent so requests at a time when an Event
of Default exists, all such Indebtedness of the UK Borrower to the Company shall
be collected, enforced and received by the Company for the benefit of the
Creditors and be paid over to the Agent on behalf of the Creditors on account of
the Guarantee Obligations, but without affecting or impairing in any manner the
liability of the Company under the other provisions of this Guaranty. Prior to
the transfer by the Company of any note or negotiable instrument evidencing any
Indebtedness of the UK Borrower to the Company, the Company shall ▇▇▇▇ such note
or negotiable instrument with a legend that the same is subject to this
subordination.

12.08 WAIVER. (a) The Company waives any right (except as shall be
required by applicable statute and cannot be waived) to require the Agent or the
Creditors (i) to proceed against the UK Borrower, any other guarantor or any
other party, (ii) to proceed against or exhaust any security held from the UK
Borrower, any other guarantor or any other party or (iii) to pursue any other
remedy in the Agent's or the Creditors' power whatsoever. To the extent
permitted by applicable law, the Company waives any defense based on or arising
out of any

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defense of the UK Borrower, any other guarantor or any other party, other than
payment in full of the Guarantee Obligations, based on or arising out of the
disability of the UK Borrower, any other guarantor or any other party, or the
unenforceability of the Guarantee Obligations or any part thereof from any
cause, or the cessation from any cause of the liability of the UK Borrower other
than payment in full of the Guarantee Obligations. The Agent and the Creditors
may, at their election, foreclose on any security held by the Agent, the
Collateral Agent or the Creditors by one or more judicial or nonjudicial sales,
whether or not every aspect of any such sale is commercially reasonable (to the
extent such sale is permitted by applicable law), or exercise any other right or
remedy the Agent and the Creditors may have against the UK Borrower, any other
party, or any security, without affecting or impairing in any way the liability
of the Company hereunder except to the extent the Guarantee Obligations have
been paid.

(b) To the extent permitted by applicable law, the Company waives all
presentments, demands for performance, protests and notices, including, without
limitation, notices of nonperformance, notices of protest, notices of dishonor,
notices of acceptance of this Guaranty, and notices of the existence, creation
or incurring of new or additional Guarantee Obligations. The Company assumes
all responsibility for being and keeping itself informed of the UK Borrower's
financial conditions and assets, and of all other circumstances bearing upon the
risk of nonpayment of the Guarantee Obligations and the nature, scope and extent
of the risks which the Company assumes and incurs hereunder, and agrees that the
Agent and the Creditors shall have no duty to advise the Company of information
known to them regarding such circumstances or risks.

12.09 ENFORCEMENT. The Creditors agree that this Guaranty may be
enforced only by the action of the Agent or the Collateral Agent, in each case
acting upon the instructions of the Required Banks and that no Creditor shall
have any right individually to seek to enforce or to enforce this Guaranty or to
realize upon the security to be granted by the Security Documents, it being
understood and agreed that such rights and remedies may be exercised by the
Agent or the Collateral Agent for the benefit of the Creditors upon the terms of
this Guaranty and the Security Documents.

SECTION 13. MISCELLANEOUS.

1.131 PAYMENT OF EXPENSES, ETC. The Company agrees that it shall:
(i) whether or not the transactions herein contemplated are consummated, pay all
reasonable out-of-pocket costs and expenses of the Agent in connection with the
negotiation, preparation, execution and delivery of the Credit Documents and the
documents and instruments referred to therein and any amendment, waiver or
consent relating thereto (limited, in the case of legal fees, to the reasonable
fees and disbursements of White & Case) and of the Agent and each of the Banks
in connection with the enforcement of the Credit Documents and the documents and
instruments referred to therein and, after an Event of Default shall have
occurred and be

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continuing, the protection of the rights of the Agent and each of the Banks
thereunder (including without limitation the reasonable fees and disbursements
of counsel for the Agent and for each of the Banks); (ii) pay and hold each of
the Banks harmless from and against any and all present and future stamp and
other similar taxes with respect to the foregoing matters and save each of the
Banks harmless from and against any and all liabilities with respect to or
resulting from any delay or omission (other than to the extent attributable to
such Bank) to pay such taxes; and (iii) indemnify the Agent, the Collateral
Agent, each Bank, its officers, directors, employees, representatives and agents
(collectively, the "Indemnitees") from and hold each of them harmless against
any and all losses, liabilities, claims, damages or expenses incurred by any of
them as a result of, or arising out of, or in any way related to, or by reason
of any investigation, litigation or other proceeding (whether or not the Agent,
the Collateral Agent or any Bank is a party thereto) related to the entering
into and/or performance of any Credit Document or the use of any Letter of
Credit or the proceeds of any Loans hereunder or the Transaction or the
consummation of any transactions contemplated in any Credit Document, including,
without limitation, the reasonable fees and disbursements of counsel incurred in
connection with any such investigation, litigation or other proceeding (but
excluding any such losses, liabilities, claims, damages or expenses to the
extent incurred by reason of (x) the gross negligence or willful misconduct of
the Person to be indemnified or of any other Indemnitee who is such Person or an
affiliate of such Person, (y) a bona fide Claim asserted by the Company against
such Person or (z) any dispute solely among the Banks or their participants or
assigns). If any Claim is asserted against any indemnified person, such
indemnified person shall promptly notify the Company and each indemnified person
may, and if requested by the Company shall, in good faith, contest the validity,
applicability and amount of such Claim with counsel selected by such indemnified
person, and shall permit the Company to participate in such contest. In
addition, in connection with any Claim covered by this Section 13.01 against
more than one indemnified person, all such indemnified persons shall be
represented by the same legal counsel selected by such indemnified persons;
PROVIDED, HOWEVER, that if such legal counsel determines in good faith that
representing all such indemnified persons would or could result in a conflict of
interest under the laws or ethical principles applicable to such legal counsel
or that a defense or counterclaim is available to an indemnified person that is
not available to all such indemnified persons, then to the extent reasonably
necessary to avoid such a conflict of interest or to permit unqualified
assertion of such a defense or counterclaim, each indemnified person shall be
entitled to separate representation by a legal counsel selected by that
indemnified person. To the extent that the undertaking to indemnify, pay or
hold harmless any Person set forth in the preceding sentence may be
unenforceable because it is violative of any law or public policy, the Company
shall make the maximum contribution to the payment and satisfaction of each of
the indemnified liabilities which is permissible under applicable law.

1.132 RIGHT OF SETOFF. In addition to any rights now or hereafter
granted under applicable law or otherwise, and not by way of limitation of any
such rights, upon the occurrence and during the continuance of an Event of
Default, each Bank is hereby authorized

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at any time or from time to time, without presentment, demand, protest or other
notice of any kind to any Borrower or to any other Person, any such notice being
hereby expressly waived, to set off and to appropriate and apply any and all
deposits (general or special) and any other Indebtedness at any time held or
owing by such Bank (including, without limitation, by branches and agencies of
such Bank wherever located) to or for the credit or the account of such Borrower
against and on account of the Obligations and liabilities of such Borrower to
such Bank under this Agreement or under any of the other Credit Documents,
including, without limitation, all interests in Obligations of such Borrower
purchased by such Bank pursuant to Section 13.06(b), and all other claims of any
nature or description arising out of or connected with this Agreement or any
other Credit Document, irrespective of whether or not such Bank shall have made
any demand hereunder and although said Obligations, liabilities or claims, or
any of them, shall be contingent or unmatured.

1.133 NOTICES. Except as otherwise expressly provided herein, all
notices and other communications provided for hereunder shall be in writing
(including telegraphic, telex, telecopier or cable communication) and mailed,
telegraphed, telexed, telecopied, cabled or delivered, if to any Borrower, at
the address specified opposite its signature below; if to the Agent, at the
address specified in the definition of "Notice Office" herein; if to any other
Bank, at its address specified for such Bank on Annex II hereto (or as specified
by a Bank when it first becomes a Bank hereunder); or, at such other address as
shall be designated by any party in a written notice to the other parties
hereto. All such notices and communications shall be mailed, telegraphed,
telexed, telecopied, or cabled or sent by overnight courier, and shall be
effective when received.

1.134 BENEFIT OF AGREEMENT. (a) This Agreement shall be binding
upon and inure to the benefit of and be enforceable by the respective successors
and assigns of the parties hereto, PROVIDED that no Borrower may assign or
transfer any of its rights or obligations hereunder without the prior written
consent of all the Banks. Each Bank may at any time grant participations in any
of its rights hereunder or under any of the Notes to another financial
institution, PROVIDED that in the case of any such participation, (i) the
participant shall not have any rights under this Agreement or any of the other
Credit Documents, including rights of consent, approval or waiver (the
participant's rights against such Bank in respect of such participation to be
those set forth in the agreement executed by such Bank in favor of the
participant relating thereto), (ii) such Bank's obligations under this Agreement
(including, without limitation, its Commitment hereunder) shall remain
unchanged, (iii) such Bank shall remain solely responsible to the other parties
hereto for the performance of such obligations, (iv) such Bank shall remain the
holder of any Note for all purposes of this Agreement and (v) the Borrowers, the
Agent, and the other Banks shall continue to deal solely and directly with the
assigning Bank in connection with such Bank's rights and obligations under this
Agreement, and all amounts payable by any Borrower hereunder shall be determined
as if such Bank had not sold such participation, except that the participant
shall be entitled to the benefits of Sections 1.09, 1.10 and 4.04 of this
Agreement to the extent that such Bank would be enti-

-93-

tled to such benefits if the participation had not been entered into or sold,
and, PROVIDED FURTHER, that no Bank shall transfer, grant or assign any
participation under which the participant shall have rights to approve any
amendment to or waiver of this Agreement or any other Credit Document except to
the extent such amendment or waiver would (x) extend the Maturity Date (it being
understood that any waiver of the making of any mandatory prepayment of
Revolving Loans, or the application or method of application of any such
prepayment, or the postponement of a Scheduled Commitment Reduction, shall not
constitute an extension of the final maturity thereof), reduce the rate or
extend the time of payment of interest or Fees thereon (except in connection
with a waiver of the applicability of any post-default increase in interest
rates), or reduce the principal amount thereof, or increase such participant's
participating interest in any Commitment over the amount thereof then in effect
(it being understood that a waiver of any Default or Event of Default or of any
mandatory prepayment or a mandatory reduction in the Total Commitment shall not
constitute a change in the terms of any Commitment) or (y) consent to the
assignment or transfer by any Borrower of any of its rights and obligations
under this Agreement.

(b) Notwithstanding the foregoing, with the consent of the Agent, (x)
any Bank may assign all or a portion of its Loans and/or Commitments and its
rights and obligations hereunder to another Bank, and (y) any Bank may assign
all or a portion of its Loans and/or Commitments and its rights and obligations
hereunder to one or more Eligible Transferees, each of which assignees shall
become a party to this Agreement as a Bank by execution of an Assignment
Agreement, PROVIDED that (i) any such assignment to an institution not
theretofore a Bank shall be in an aggregate amount of at least $10,000,000, (ii)
at such time Annex I shall be deemed modified to reflect the Commitments of such
new Bank and of the existing Banks, (iii) upon surrender of the old Notes, new
Notes will be issued, at the Company's expense, to such new Bank and to the
assigning Bank, such new Notes to be in conformity with the requirements of
Section 1.04 (with appropriate modifications) to the extent needed to reflect
the revised Commitments, (iv) the consent of the Agent and the Company shall be
required in connection with any such assignment (which consent shall not be
unreasonably withheld) and (v) the Agent shall receive at the time of each such
assignment, from the assigning or assignee Bank, the payment of a non-refundable
assignment fee of $3,000 and, PROVIDED FURTHER, that such transfer or assignment
will not be effective until recorded by the Agent on a register maintained by
it. To the extent of any assignment pursuant to this Section 13.04(b) to a
Person which is not already a Bank hereunder and which is not a United States
Person (as such term is defined in Section 7701(a)(30) of the Code) for Federal
income tax purposes, the respective assignee Bank shall provide to the Company
and the Agent the appropriate Internal Revenue Service Forms (and, if
applicable, a Section 4.04(b)(ii) Certificate) described in Section 4.04(b). To
the extent that an assignment of all or any portion of a Bank's Commitments and
related outstanding Obligations pursuant to this Section 13.04(b) would, at the
time of such assignment, result in increased costs under Section 1.09 from those
being charged by the respective assigning bank prior to such assignment, then
the Borrowers shall not be obligated to pay such increased costs (although the
Borrowers shall be obligated to pay any other

-94-

increased costs of the type described above resulting from the changes specified
in said Section 1.09 after the date of the respective assignment). Nothing in
this clause (b) shall prevent or prohibit any Bank from pledging its Notes or
Loans to a Federal Reserve Bank in support of borrowings made by such Bank from
such Federal Reserve Bank.

(c) Notwithstanding any other provisions of this Section 13.04, no
transfer or assignment of the interests or obligations of any Bank hereunder or
any grant of participation therein shall be permitted if such transfer,
assignment or grant would require a Borrower to file a registration statement
with the SEC or to qualify the Loans under the "Blue Sky" laws of any State.

(d) Each Bank initially party to this Agreement hereby represents,
and each Person that becomes a Bank pursuant to an assignment permitted by this
Section 13.04 will, upon its becoming party to this Agreement, represent that it
is a commercial lender, other financial institution or other "accredited"
investor (as defined in SEC Regulation D) which makes loans in the ordinary
course of its business and that it will make or acquire Loans for its own
account in the ordinary course of such business, PROVIDED that subject to the
preceding clauses (a) and (b), the disposition of any promissory notes or other
evidences of or interests in Indebtedness held by such Bank shall at all times
be within its exclusive control.

(e) Notwithstanding anything else in this Agreement to the contrary,
upon the occurrence of a Sharing Event, all Banks with a Commitment will buy
and/or sell participations in the outstanding Revolving Loans and Letters of
Credit among themselves such that after giving effect thereto the Principal
Amount of the outstanding Revolving Loans made by such Bank and the aggregate
Principal Amount of its participations in Revolving Loans, Unpaid Drawings and
Letters of Credit will equal its RF Percentage of the sum of (i) the Principal
Amount of all outstanding Revolving Loans and (ii) all Letter of Credit
Outstandings at such time.

1.135 NO WAIVER; REMEDIES CUMULATIVE. No failure or delay on the
part of the Agent or any Bank in exercising any right, power or privilege
hereunder or under any other Credit Document and no course of dealing between
any Borrower and the Agent or any Bank shall operate as a waiver thereof; nor
shall any single or partial exercise of any right, power or privilege hereunder
or under any other Credit Document preclude any other or further exercise
thereof or the exercise of any other right, power or privilege hereunder or
thereunder. The rights and remedies herein expressly provided are cumulative
and not exclusive of any rights or remedies which the Agent or any Bank would
otherwise have. No notice to or demand on any Borrower in any case shall
entitle any Borrower to any other or further notice or demand in similar or
other circumstances or constitute a waiver of the rights of the Agent or the
Banks to any other or further action in any circumstances without notice or
demand.

-95-

1.136 PAYMENTS PRO RATA. (a) The Agent agrees that promptly after
its receipt of each payment from or on behalf of any Borrower in respect of any
Obligations, it shall distribute such payment to the Banks (other than any Bank
that has expressly waived its right to receive its PRO RATA share thereof) PRO
RATA based upon their respective shares, if any, of the Obligations with respect
to which such payment was received.

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

1.137 CALCULATIONS; COMPUTATIONS. (a) The financial statements to
be furnished to the Banks pursuant hereto shall be made and prepared in
accordance with GAAP consistently applied throughout the periods involved
(except as set forth in the notes thereto or as otherwise disclosed in writing
by the Company to the Banks), PROVIDED that (i) Unrestricted Subsidiaries shall
not be treated as consolidated subsidiaries for the purposes of all computations
hereunder and (ii) except as otherwise specifically provided herein, all
computations determining compliance with Section 8, including definitions used
therein, shall utilize accounting principles and policies in effect at the time
of the preparation of, and in conformity with those used to prepare, the
historical financial statements of the Company delivered to the Banks pursuant
to Section 6.08(b). At any time the computations determining compliance with
Section 8 utilize accounting principles different from those utilized in the
financial statements furnished to the Banks pursuant to Section 7.01, such
financial statements shall be accompanied by reconciliation work-sheets.

(b) All computations of interest on Base Rate Loans, on Euro Rate
Loans denominated in Pounds Sterling and of Fees shall be made on the actual
number of days elapsed over a year of 365 or 366 days, as appropriate, and all
computations of interest on all other Euro Rate Loans shall be made on the
actual number of days elapsed over a year of 360 days.

(c) For purposes of this Agreement, the Dollar Equivalent of each
Alternate Currency Loan and of each Letter of Credit or Unpaid Drawing
denominated in an Alternate

-96-

Currency shall be calculated on the date when any such Revolving Loan is made or
repaid or any such Letter of Credit is issued or drawn under or any such Unpaid
Drawing is created or repaid and for all such Revolving Loans, Letters of Credit
and Unpaid Drawings on the second Business Day of each month. Such Dollar
Equivalent shall remain in effect until the same is recalculated by the Agent as
provided above and notice of such recalculation is received by the Company, it
being understood that until such notice is received, the Dollar Equivalent shall
be that Dollar Equivalent as last reported to the Company by the Agent. The
Agent shall promptly notify the Company and the Banks of each such determination
of the Dollar Equivalent.

1.138 GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF
JURY TRIAL. (a) THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS
AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED IN
ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK. TO THE
FULLEST EXTENT PERMITTED BY LAW, EACH BORROWER HEREBY UNCONDITIONALLY AND
IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY JURISDICTION OTHER
THAN THE STATE OF NEW YORK GOVERNS THIS AGREEMENT OR ANY OF THE OTHER CREDIT
DOCUMENTS. Any legal action or proceeding with respect to this Agreement or any
other Credit Document may be brought in the courts of the State of New York or
of the United States for the Southern District of New York, and, by execution
and delivery of this Agreement, each Borrower hereby irrevocably accepts for
itself and in respect of its property, generally and unconditionally, the
jurisdiction of the aforesaid courts. Each Borrower hereby irrevocably
designates, appoints and empowers The ▇▇▇▇▇▇▇▇-▇▇▇▇ Corporation System, Inc.,
with offices on the date hereof at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇.▇. ▇▇▇▇▇, as
its designee, appointee and agent to receive, accept and acknowledge for and on
its behalf, and in respect of its property, service of any and all legal
process, summons, notices and documents which may be served in any such action
or proceeding. If for any reason such designee, appointee and agent shall cease
to be available to act as such, each Borrower agrees to designate a new
designee, appointee and agent in New York City on the terms and for the purposes
of this provision satisfactory to the Agent under this Agreement. Each Borrower
hereby further irrevocably consents to the service of process out of any of the
aforementioned courts in any such action or proceeding by the mailing of copies
thereof by registered or certified mail, postage prepaid, to such Borrower, at
its address for notices pursuant to Section 13.03, such service to become
effective 30 days after such mailing. Nothing herein shall affect the right of
the Agent or any Bank to serve process in any other manner permitted by law or
to commence legal proceedings or otherwise proceed against any Borrower in any
other jurisdiction.

(b) Each Borrower hereby irrevocably waives any objection which it
may now or hereafter have to the laying of venue of any of the aforesaid actions
or proceedings arising out of or in connection with this Agreement or any other
Credit Document brought in the courts referred to in clause (a) above and hereby
further irrevocably waives and agrees not to

-97-

plead or claim in any such court that any such action or proceeding brought in
any such court has been brought in an inconvenient forum.

(c) Each of the parties to this Agreement hereby irrevocably waives
all right to a trial by jury in any action, proceeding or counterclaim arising
out of or relating to this Agreement, the other Credit Documents or the
transactions contemplated hereby or thereby.

1.139 COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which when so executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A set of counterparts
executed by all the parties hereto shall be lodged with the Borrowers and the
Agent.

13.10 EFFECTIVENESS. The Agent will give each Borrower and each
Bank prompt written notice of the occurrence of the Restatement Effective
Date.

13.11 HEADINGS DESCRIPTIVE. The headings of the several sections and
subsections of this Agreement are inserted for convenience only and shall not in
any way affect the meaning or construction of any provision of this Agreement.

13.12 AMENDMENT OR WAIVER. Neither this Agreement nor any terms
hereof or thereof may be changed, waived, discharged or terminated unless such
change, waiver, discharge or termination is in writing signed by the Company and
the Required Banks, PROVIDED that no such change, waiver, discharge or
termination shall, without the consent of each Bank (other than a Defaulting
Bank) directly affected thereby, (i) extend the Maturity Date (it being
understood that any waiver of the making of any mandatory prepayment of
Revolving Loans, or the application or method of application of any such
prepayment, or the postponement of a Scheduled Commitment Reduction, shall not
constitute an extension of such final maturity thereof), reduce the rate or
extend the time of payment of interest or Fees thereon (except in connection
with a waiver of the applicability of any post-default increase in interest
rates), or reduce the principal amount thereof, or increase the Commitment of
any Bank over the amount thereof then in effect (it being understood that a
waiver of any Default or Event of Default or of any mandatory prepayment or a
mandatory reduction in the Total Commitment shall not constitute a change in the
terms of any Commitment of any Bank), (ii) amend, modify or waive any provision
of this Section 13.12, or Section 11.07, 13.01, 13.04, 13.06(a) or 13.07(b),
(iii) reduce the percentage specified in, or otherwise modify, the definition of
Required Banks or (iv) consent to the assignment or transfer by any Borrower of
any of its rights and obligations under this Agreement. No provision of Section
11 may be amended without the consent of the Agent.

-98-

13.13 SURVIVAL. All indemnities set forth herein including, without
limitation, in Section 1.09, 1.10, 2.06, 4.04, 11.07 or 13.01 shall survive the
execution and delivery of this Agreement and the making and repayment of the
Loans.

13.14 DOMICILE OF LOANS. Subject to Section 13.04, each Bank may
transfer and carry its Loans at, to or for the account of any branch office,
subsidiary or affiliate of such Bank, PROVIDED that the Borrowers shall not be
responsible for costs arising under Section 1.09 (other than 1.09(c)), 2.06 or
4.04 resulting from any such transfer (other than a transfer pursuant to Section
1.11) to the extent not otherwise applicable to such Bank prior to such
transfer.

13.15 CONFIDENTIALITY. Subject to Section 13.04, the Banks shall
hold all non-public information obtained pursuant to the requirements of this
Agreement which has been identified as such by the Company in accordance with
its customary procedure for handling confidential information of this nature and
in accordance with safe and sound banking practices and in any event may make
disclosure reasonably required by any BONA FIDE transferee or participant in
connection with the contemplated transfer of any Loans or Commitments or
participation therein (PROVIDED that each such prospective transferee and/or
participant shall execute an agreement for the benefit of the Company with such
prospective transferor Bank containing provisions substantially identical to
those contained in this Section 13.15) or as required or requested by any
governmental agency or representative thereof or pursuant to legal process,
PROVIDED that, unless specifically prohibited by applicable law or court order,
each Bank shall notify the Company of any request by any governmental agency or
representative thereof (other than any such request in connection with an
examination of the financial condition of such Bank by such governmental agency)
or pursuant to legal process for disclosure of any such non-public information
prior to disclosure of such information, and PROVIDED FURTHER, that in no event
shall any Bank be obligated or required to return any materials furnished by the
Company or any Subsidiary.

13.16 JUDGMENT CURRENCY. (a) The Credit Parties' obligations
hereunder and under the other Credit Documents to make payments in the
Applicable Currency (the "Obligation Currency") shall not be discharged or
satisfied by any tender or recovery pursuant to any judgment expressed in or
converted into any currency other than the Obligation Currency, except to the
extent that such tender or recovery results in the effective receipt by the
Agent, the Collateral Agent or the respective Bank of the full amount of the
Obligation Currency expressed to be payable to the Agent, the Collateral Agent
or such Bank under this Agreement or the other Credit Documents. If, for the
purpose of obtaining or enforcing judgment against any Credit Party in any court
or in any jurisdiction, it becomes necessary to convert into or from any
currency other than the Obligation Currency (such other currency being
hereinafter referred to as the "Judgment Currency") an amount due in the
Obligation Currency, the conversion shall be made at the Alternate Currency
Equivalent or the Dollar Equivalent thereof, as the case may be, and, in the
case of other currencies, the rate of

-99-

exchange (as quoted by the Agent or if the Agent does not quote a rate of
exchange on such currency, by a known dealer in such currency designated by the
Agent determined, in each case, as of the Business Day immediately preceding the
day on which the judgment is given (such Business Day being hereinafter referred
to as the "Judgment Currency Conversion Date").

(b) If there is a change in the rate of exchange prevailing between
the Judgment Currency Conversion Date and the date of actual payment of the
amount due, the Borrowers covenant and agree to pay, or cause to be paid, such
additional amounts, if any (but in any event not a lesser amount) as may be
necessary to ensure that the amount paid in the Judgment Currency, when
converted at the rate of exchange prevailing on the date of payment, will
produce the amount of the Obligation Currency which could have been purchased
with the amount of Judgment Currency stipulated in the judgment or judicial
award at the rate of exchange prevailing on the Judgment Currency Conversion
Date.

(c) For purposes of determining the Alternate Currency Equivalent or
the Dollar Equivalent or any other rate of exchange for this Section, such
amounts shall include any premium and costs payable in connection with the
purchase of the Obligation Currency.

13.17 BANK REGISTER. The Borrowers hereby designate the Agent to
serve as their agent, solely for purposes of this Section 13.17, to maintain a
register (the "Bank Register") on which it will record the Commitments from time
to time of each of the Banks, the Loans made by each of the Banks and each
repayment in respect of the principal amount of the Loans of each Bank. Failure
to make any such recordation, or any error in such recordation, shall not affect
the Borrowers' obligations in respect of such Loans. With respect to any Bank,
the transfer of the Commitments of such Bank and the rights to the principal of,
and interest on, any Loan made pursuant to such Commitments shall not be
effective until such transfer is recorded on the Bank Register maintained by the
Agent with respect to ownership of such Commitments and Loans and prior to such
recordation all amounts owing to the transferor with respect to such Commitments
and Loans shall remain owing to the transferor. The registration of assignment
or transfer of all or part of any Commitments and Loans shall be recorded by the
Agent on the Bank Register only upon the acceptance by the Agent of a properly
executed and delivered Assignment Agreement pursuant to Section 13.04(b). The
Borrowers jointly and severally agree to indemnify the Agent from and against
any and all losses, claims, damages and liabilities of whatsoever nature which
may be imposed on, asserted against or incurred by the Agent in performing its
duties under this Section 13.17 other than those resulting from the Agent's
willful misconduct or gross negligence.

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IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Agreement to be duly executed and delivered as of the date
first above written.

Address:

▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ RELTEC HOLDINGS, INC.
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇ By
--------------------------------------
Title:

Address:
C/O RELTEC Holdings, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ RELTEC (UK) LIMITED
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇ By
--------------------------------------
Title:

THE CHASE MANHATTAN BANK,
Individually and as Agent

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

ABN AMRO NORTH AMERICA, INC.

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

CAISSE NATIONALE DE CREDIT
AGRICOLE

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

THE BANK OF TOKYO-MITSUBISHI, LTD.

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

THE BANK OF NEW YORK

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

BANK ONE, COLUMBUS, NA

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

COMERICA BANK

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

CREDIT LYONNAIS - CHICAGO BRANCH

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

CIBC, INC.

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

DLJ CAPITAL FUNDING, INC.

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

FLEET CORPORATE FINANCE

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

▇▇▇▇▇▇▇ ▇▇▇▇▇ CREDIT PARTNERS L.P.

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

KEYBANK NATIONAL ASSOCIATION

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

LLOYDS BANK PLC

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

▇▇▇▇▇▇▇ ▇▇▇▇▇ CAPITAL CORPORATION

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

MITSUBISHI TRUST & BANKING
CORPORATION

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

THE LONG-TERM CREDIT BANK OF JAPAN,
LTD., CHICAGO BRANCH

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

THE SANWA BANK, LIMITED, CHICAGO
BRANCH

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

THE NIPPON CREDIT BANK LTD.

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

PNC BANK, N.A.

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

THE BANK OF NOVA SCOTIA

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

FIRST UNION NATIONAL BANK OF
NORTH CAROLINA

By
--------------------------------------

Title:

NATIONAL CITY BANK

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

BANQUE PARIBAS

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

BANKERS TRUST COMPANY

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

CREDIT SUISSE

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

ROYAL BANK OF CANADA

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

ANNEX I

COMMITMENTS

DRF MCRF
Commitments Commitments
----------- -----------

The Chase Manhattan Bank $ 9,400,000.00 $ 12,600,000.00
ABN-AMRO North America, Inc. $ 6,500,000.00 $ 12,500,000.00
Bank of Tokyo-Mitsubishi, Ltd. $ 14,000,000.00 $ 5,000,000.00
The Bank of New York $ 14,000,000.00 $ 5,000,000.00
CIBC, Inc. $ 14,000,000.00 $ 5,000,000.00
Comerica Bank $ 19,000,000.00 -
DLJ Capital Funding, Inc. $ 19,000,000.00 -
Fleet National Bank $ 14,000,000.00 $ 5,000,000.00
▇▇▇▇▇▇▇ ▇▇▇▇▇ Credit Partners L.P. $ 19,000,000.00 -
The Long-Term Credit Bank of Japan,
Ltd., Chicago Branch $ 14,000,000.00 $ 5,000,000.00
Credit Lyonnais - Chicago Branch $ 14,000,000.00 $ 5,000,000.00
▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital Corporation $ 14,000,000.00 $ 5,000,000.00
Mitsubishi Trust & Banking
Corporation $ 14,000,000.00 $ 5,000,000.00
The Nippon Credit Bank Ltd. $ 19,000,000.00 -
PNC Bank, N.A. $ 19,000,000.00 -
The Bank of Nova Scotia $ 14,000,000.00 $ 5,000,000.00
Caisse Nationale De Credit Agricole $ 8,000,000.00 $ 5,000,000.00
Bank One, Columbus, NA $ 13,000,000.00 -
Bankers Trust Company $ 8,000,000.00 $ 5,000,000.00
Credit Suisse $ 8,000,000.00 $ 5,000,000.00

ANNEX I
Page 2

DRF MCRF
Commitments Commitments
----------- -----------

First Union National Bank of North
Carolina $ 13,000,000.00 -
KeyBank National Association $ 13,000,000.00 -
Lloyds Bank PLC $ 9,700,000.00 $ 3,300,000.00
National City Bank $ 13,000,000.00 -
Banque Paribas $ 8,000,000.00 $ 5,000,000.00
Royal Bank of Canada $ 9,700,000.00 $ 3,300,000.00
The Sanwa Bank, Limited, Chicago
Branch $ 9,700,000.00 $ 3,300,000.00
--------------- ---------------

TOTAL $350,000,000.00 $100,000,000.00

ANNEX II

BANK ADDRESSES

The Chase Manhattan Bank
2 Grand Central Tower
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇

Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇