REVOLVING CREDIT AGREEMENT among SUPERIOR TELECOM INC., THE SUBSIDIARY GUARANTORS NAMED HEREIN, THE LENDING INSTITUTIONS LISTED HEREIN and BANKERS TRUST COMPANY, AS ADMINISTRATIVE AGENT, and BANK OF BOSTON CONNECTICUT, AS DOCUMENTATION AGENT Dated as...

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REVOLVING CREDIT AGREEMENT

among

SUPERIOR TELECOM INC.,

THE SUBSIDIARY GUARANTORS NAMED HEREIN,

THE LENDING INSTITUTIONS LISTED HEREIN

and

BANKERS TRUST COMPANY,

AS ADMINISTRATIVE AGENT,

and

BANK OF BOSTON CONNECTICUT,

AS DOCUMENTATION AGENT

______________________

Dated as of October 2, 1996

______________________

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TABLE OF CONTENTS

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SECTION 1. Amount and Terms of Credit. . . . . . . . . . . . . . . . . . 2
1.01 Commitments . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.02 Minimum Borrowing Amounts, etc. . . . . . . . . . . . . . . . 4
1.03 Notice of Borrowing . . . . . . . . . . . . . . . . . . . . . 4
1.04 Disbursement of Funds . . . . . . . . . . . . . . . . . . . . 5
1.05 Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
1.06 Conversions . . . . . . . . . . . . . . . . . . . . . . . . . 7
1.07 Pro Rata Borrowings . . . . . . . . . . . . . . . . . . . . . 7
1.08 Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . 8
1.09 Interest Periods. . . . . . . . . . . . . . . . . . . . . . . 8
1.10 Increased Costs, Illegality, etc. . . . . . . . . . . . . . . 10
1.11 Compensation. . . . . . . . . . . . . . . . . . . . . . . . . 12
1.12 Change of Lending Office. . . . . . . . . . . . . . . . . . . 13
1.13 Replacement of Banks. . . . . . . . . . . . . . . . . . . . . 13

SECTION 2. Letters of Credit . . . . . . . . . . . . . . . . . . . . . . 14
2.01 Letters of Credit . . . . . . . . . . . . . . . . . . . . . . 14
2.02 Letter of Credit Requests; Notices of Issuance. . . . . . . . 16
2.03 Agreement to Repay Letter of Credit Drawings. . . . . . . . . 16
2.04 Letter of Credit Participations . . . . . . . . . . . . . . . 17
2.05 Increased Costs . . . . . . . . . . . . . . . . . . . . . . . 19

SECTION 3. Fees; Commitments . . . . . . . . . . . . . . . . . . . . . . 20
3.01 Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
3.02 Voluntary Termination or Reduction of Total
Unutilized Revolving Loan Commitment. . . . . . . . . . . . . 21
3.03 Mandatory Reduction of Revolving Loan Commitments . . . . . . 22

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

SECTION 5. Conditions Precedent. . . . . . . . . . . . . . . . . . . . . 29
5.01 Execution of Agreement; Notes . . . . . . . . . . . . . . . . 29
5.02 No Default; Representations and Warranties. . . . . . . . . . 30
5.03 Officer's Certificate . . . . . . . . . . . . . . . . . . . . 30
5.04 Opinions of Counsel . . . . . . . . . . . . . . . . . . . . . 30
5.05 Corporate Proceedings . . . . . . . . . . . . . . . . . . . . 30
5.06 Adverse Change, etc.. . . . . . . . . . . . . . . . . . . . . 31
5.07 Litigation. . . . . . . . . . . . . . . . . . . . . . . . . . 31
5.08 Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . 31
5.09 Consummation of the Transaction . . . . . . . . . . . . . . . 31
5.10 Existing Credit Agreement . . . . . . . . . . . . . . . . . . 32
5.11 Security Documents. . . . . . . . . . . . . . . . . . . . . . 32
5.12 Payment of Fees . . . . . . . . . . . . . . . . . . . . . . . 33

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5.13 Conditions Relating to Mortgaged Real Properties. . . . . . . 33
5.14 Existing Indebtedness Agreements; Tax
Allocation Agreements, etc. . . . . . . . . . . . . . . . . . 36
5.15 Solvency Certificate; Evidence of Insurance . . . . . . . . . 36
5.16 Pro Forma Balance Sheet . . . . . . . . . . . . . . . . . . . 37
5.17 Projections . . . . . . . . . . . . . . . . . . . . . . . . . 37
5.18 Consent Solicitation. . . . . . . . . . . . . . . . . . . . . 37
5.19 Consent of the Connecticut Development Authority. . . . . . . 37
5.20 Notice of Borrowing; Letter of Credit Request . . . . . . . . 37

SECTION 6. Representations, Warranties and Agreements. . . . . . . . . . 38
6.01 Corporate Status. . . . . . . . . . . . . . . . . . . . . . . 38
6.02 Corporate Power and Authority . . . . . . . . . . . . . . . . 38
6.03 No Violation. . . . . . . . . . . . . . . . . . . . . . . . . 39
6.04 Litigation. . . . . . . . . . . . . . . . . . . . . . . . . . 39
6.05 Use of Proceeds; Margin Regulations . . . . . . . . . . . . . 39
6.06 Governmental Approvals. . . . . . . . . . . . . . . . . . . . 40
6.07 Investment Company Act. . . . . . . . . . . . . . . . . . . . 40
6.08 Public Utility Holding Company Act. . . . . . . . . . . . . . 40
6.09 True and Complete Disclosure. . . . . . . . . . . . . . . . . 40
6.10 Financial Condition; Financial Statements . . . . . . . . . . 41
6.11 Security Interests. . . . . . . . . . . . . . . . . . . . . . 42
6.12 Transaction . . . . . . . . . . . . . . . . . . . . . . . . . 42
6.13 Compliance with ERISA . . . . . . . . . . . . . . . . . . . . 43
6.14 Capitalization. . . . . . . . . . . . . . . . . . . . . . . . 44
6.15 Subsidiaries. . . . . . . . . . . . . . . . . . . . . . . . . 44
6.16 Intellectual Property . . . . . . . . . . . . . . . . . . . . 45
6.17 Compliance with Statutes, etc.. . . . . . . . . . . . . . . . 45
6.18 Environmental Matters . . . . . . . . . . . . . . . . . . . . 45
6.19 Properties. . . . . . . . . . . . . . . . . . . . . . . . . . 46
6.20 Labor Relations . . . . . . . . . . . . . . . . . . . . . . . 46
6.21 Tax Returns and Payments. . . . . . . . . . . . . . . . . . . 47
6.22 Existing Indebtedness . . . . . . . . . . . . . . . . . . . . 47

SECTION 7. Affirmative Covenants . . . . . . . . . . . . . . . . . . . . 47
7.01 Information Covenants . . . . . . . . . . . . . . . . . . . . 48
7.02 Books, Records and Inspections. . . . . . . . . . . . . . . . 51
7.03 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . 52
7.04 Payment of Taxes. . . . . . . . . . . . . . . . . . . . . . . 52
7.05 Corporate Franchises. . . . . . . . . . . . . . . . . . . . . 52
7.06 Compliance with Statutes, etc.. . . . . . . . . . . . . . . . 52
7.07 Compliance with Environmental Laws. . . . . . . . . . . . . . 53
7.08 ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
7.09 Good Repair . . . . . . . . . . . . . . . . . . . . . . . . . 54
7.10 End of Fiscal Years; Fiscal Quarters. . . . . . . . . . . . . 55
7.11 Additional Security; Further Assurances . . . . . . . . . . . 55
7.12 Register. . . . . . . . . . . . . . . . . . . . . . . . . . . 56
7.13 Interest Rate Protection Agreements . . . . . . . . . . . . . 57

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SECTION 8. Negative Covenants. . . . . . . . . . . . . . . . . . . . . . 57
8.01 Changes in Business . . . . . . . . . . . . . . . . . . . . . 57
8.02 Consolidation, Merger, Sale or Purchase of Assets, etc. . . . 57
8.03 Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
8.04 Indebtedness. . . . . . . . . . . . . . . . . . . . . . . . . 63
8.05 Advances, Investments and Loans . . . . . . . . . . . . . . . 64
8.06 Dividends, etc. . . . . . . . . . . . . . . . . . . . . . . . 67
8.07 Transactions with Affiliates. . . . . . . . . . . . . . . . . 69
8.08 Capital Expenditures. . . . . . . . . . . . . . . . . . . . . 69
8.09 Minimum Consolidated EBITDA . . . . . . . . . . . . . . . . . 70
8.10 Interest Coverage Ratio . . . . . . . . . . . . . . . . . . . 70
8.11 Leverage Ratio. . . . . . . . . . . . . . . . . . . . . . . . 71
8.12 Limitation on Voluntary Payments and Modifications
of Indebtedness; Modifications of Certificate of
Incorporation, By-Laws and Certain Other Agreements;
Issuances of Capital Stock; etc.. . . . . . . . . . . . . . . 71
8.13 Limitation on Certain Restrictions on Subsidiaries. . . . . . 72
8.14 Limitation on the Creation of Subsidiaries. . . . . . . . . . 72

SECTION 9. Events of Default . . . . . . . . . . . . . . . . . . . . . . 73
9.01 Payments. . . . . . . . . . . . . . . . . . . . . . . . . . . 73
9.02 Representations, etc. . . . . . . . . . . . . . . . . . . . . 73
9.03 Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . 73
9.04 Default Under Other Agreements. . . . . . . . . . . . . . . . 74
9.05 Bankruptcy, etc.. . . . . . . . . . . . . . . . . . . . . . . 74
9.06 ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
9.07 Security Documents. . . . . . . . . . . . . . . . . . . . . . 75
9.08 Guarantees. . . . . . . . . . . . . . . . . . . . . . . . . . 76
9.09 Judgments . . . . . . . . . . . . . . . . . . . . . . . . . . 76
9.10 Ownership . . . . . . . . . . . . . . . . . . . . . . . . . . 76

SECTION 10. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . 77

SECTION 11. The Agent . . . . . . . . . . . . . . . . . . . . . . . . . .101
11.01 Appointment . . . . . . . . . . . . . . . . . . . . . . . . .101
11.02 Delegation of Duties. . . . . . . . . . . . . . . . . . . . .102
11.03 Exculpatory Provisions. . . . . . . . . . . . . . . . . . . .102
11.04 Reliance by Agent . . . . . . . . . . . . . . . . . . . . . .102
11.05 Notice of Default . . . . . . . . . . . . . . . . . . . . . .103
11.06 Nonreliance on Agent and Other Banks. . . . . . . . . . . . .103
11.07 Indemnification . . . . . . . . . . . . . . . . . . . . . . .104
11.08 Agent in Its Individual Capacity. . . . . . . . . . . . . . .104
11.09 Holders . . . . . . . . . . . . . . . . . . . . . . . . . . .105
11.10 Resignation of the Agent; Successor Agent . . . . . . . . . .105

SECTION 12. Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . .105
12.01 Payment of Expenses, Etc. . . . . . . . . . . . . . . . . . .105
12.02 Right of Setoff . . . . . . . . . . . . . . . . . . . . . . .106

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12.03 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . .107
12.04 Benefit of Agreement. . . . . . . . . . . . . . . . . . . . .107
12.05 No Waiver; Remedies Cumulative. . . . . . . . . . . . . . . .109
12.06 Payments Pro Rata . . . . . . . . . . . . . . . . . . . . . .109
12.07 Calculations; Computations. . . . . . . . . . . . . . . . . .110
12.08 Governing Law; Submission to Jurisdiction; Venue. . . . . . .110
12.09 Counterparts. . . . . . . . . . . . . . . . . . . . . . . . .111
12.10 Effectiveness . . . . . . . . . . . . . . . . . . . . . . . .111
12.11 Headings Descriptive. . . . . . . . . . . . . . . . . . . . .111
12.12 Amendment or Waiver; etc. . . . . . . . . . . . . . . . . . .111
12.13 Survival. . . . . . . . . . . . . . . . . . . . . . . . . . .113
12.14 Domicile of Loans . . . . . . . . . . . . . . . . . . . . . .113
12.15 Confidentiality . . . . . . . . . . . . . . . . . . . . . . .113
12.16 Waiver of Jury Trial. . . . . . . . . . . . . . . . . . . . .114

SECTION 13. Guaranty. . . . . . . . . . . . . . . . . . . . . . . . . . .114
13.01 The Guaranty. . . . . . . . . . . . . . . . . . . . . . . . .114
13.02 Bankruptcy. . . . . . . . . . . . . . . . . . . . . . . . . .116
13.03 Nature of Liability . . . . . . . . . . . . . . . . . . . . .116
13.04 Independent Obligation. . . . . . . . . . . . . . . . . . . .117
13.05 Authorization . . . . . . . . . . . . . . . . . . . . . . . .117
13.06 Reliance. . . . . . . . . . . . . . . . . . . . . . . . . . .118
13.07 Subordination . . . . . . . . . . . . . . . . . . . . . . . .118
13.08 Waiver. . . . . . . . . . . . . . . . . . . . . . . . . . . .119

ANNEX I List of Banks and Commitments
ANNEX II Bank Addresses
[ANNEX III Existing Letters of Credit]
ANNEX IV Real Properties
ANNEX V Existing Investments
ANNEX VI Subsidiaries
ANNEX VII Existing Indebtedness
ANNEX VIII Insurance
ANNEX IX Existing Liens

SCHEDULE 6.04 Litigation
SCHEDULE 6.10 Financial Condition
SCHEDULE 6.18 Environmental Matters

EXHIBIT A-1 -- Form of Notice of Borrowing
EXHIBIT A-2 -- Form of Letter of Credit Request
EXHIBIT B-1 -- Form of Revolving Note
EXHIBIT B-2 -- Form of Swingline Note
EXHIBIT C -- Form of Section 4.04(b)(ii) Certificate
EXHIBIT D -- Form of Opinion of Company's Counsel
EXHIBIT E -- Form of Officers' Certificate
EXHIBIT F -- Form of Pledge Agreement
EXHIBIT G -- Form of Security Agreement
EXHIBIT I -- Form of Solvency Certificate

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EXHIBIT K -- Form of Assignment and Assumption Agreement
EXHIBIT L -- Form of Intercompany Note
EXHIBIT M-1 -- Form of Mortgage
EXHIBIT M-2 -- Form of Deed of Trust

This REVOLVING CREDIT AGREEMENT, dated as of October 2, 1996 (the
"Agreement"), among SUPERIOR TELECOM INC., a Delaware corporation (the
"Company"), each of the Subsidiary Guarantors party hereto (the "Guarantors"),
the lending institutions from time to time party hereto (each a "Bank" and,
collectively, the "Banks") and BANKERS TRUST COMPANY, as Administrative Agent
(in such capacity, the "Agent"), and BANK OF BOSTON CONNECTICUT, as
Documentation 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 Alpine Group, Inc., a Delaware corporation ("Alpine"),
currently owns all of the outstanding stock of (i) the Company, (ii) Superior
Telecommunications Inc., a Georgia corporation ("Superior"), and (iii) DNE
Systems, Inc., a Delaware corporation ("DNE");

WHEREAS, in connection with the reorganization of the ownership of
Superior and DNE as direct subsidiaries of the Company as described below,
Alpine intends to, among other things, recapitalize the capital stock of
Superior into shares of common stock, all of which will be held directly by the
Company, and preferred stock, including 20,000 shares of the 6% Cumulative
Preferred Stock, par value $1.00 per share, of Superior having an aggregate
liquidation preference of $20,000,000 (the "Superior Preferred Stock"), which
will be retained by Alpine following the reorganization;

WHEREAS, Alpine intends to contribute to the Company (the
"Contribution") (x) all of the issued and outstanding common stock of Superior
and (y) all of the issued and outstanding capital stock of DNE;

WHEREAS, in connection with the reorganization of the ownership of
Superior and DNE described above, Alpine will, immediately prior to the
Contribution, cause Superior and DNE to (a) repay all intercompany debt owed by
Superior and DNE to any of their Affiliates and (b) declare one or more
dividends on its common stock, which repayment and dividend shall not exceed, in
the aggregate, $151,700,000 (the "Repayment" and, together with the
Contribution, the "Transaction");

WHEREAS, the Company, concurrently with or shortly after the
Transaction, currently intends to consummate an initial public offering of
Company Common Stock generating gross cash proceeds to the Company of at least
$75.0 million (such initial public offering, if consummated on or before
November 15, 1996, is hereinafter called the "Initial Public Offering"); and

WHEREAS, subject to and upon the terms and conditions herein set
forth, the Banks are willing to make Revolving Loans to the Company and issue
Letters of Credit for the purposes described herein;

NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein, each of the Company, the Banks, the
Documentation Agent and the Agent hereby agrees as follows:

SECTION 1. AMOUNT AND TERMS OF CREDIT.

1.01 COMMITMENTS. (a) Subject to and upon the terms and conditions
herein set forth, each Bank severally agrees, at any time and from time to time
on and after the Initial Borrowing Date and prior to the Final Maturity Date, to
make a revolving loan or loans (each a "Revolving Loan" and, collectively, the
"Revolving Loans") to the Company, which Revolving Loans: (i) shall be
denominated in U.S. Dollars, (ii) except as hereinafter provided, shall, at the
option of the Company, be incurred and maintained as and/or converted into Base
Rate Loans or Eurodollar Loans (PROVIDED, HOWEVER, that all Loans from the
Initial Borrowing Date until the 30th day after the Initial Borrowing Date shall
be Base Rate Loans); and FURTHER PROVIDED that (x) all Revolving Loans made as
part of the same Borrowing shall, unless otherwise specifically provided herein,
consist of Revolving Loans of the same Type and (y) unless the Agent has
determined that the Syndication Date has occurred (at which time this clause (y)
shall no longer be applicable), no more than two Borrowings of Revolving Loans
to be maintained as Eurodollar Loans may be incurred after the 30th day after
the Initial Borrowing Date and prior to the 90th day after the Initial Borrowing
Date (each of which Borrowings of Eurodollar Loans may only have an Interest
Period of one month, and the first of which Borrowings may only be made on a
single date on or after such 30th day and the second of which Borrowings may
only be made on the last day of the Interest Period of the first such
Borrowing), (iii) may be repaid and reborrowed in accordance with the provisions
hereof and (iv) shall not exceed for any Bank at any time outstanding that
aggregate principal amount which, when combined with such Bank's Percentage of
the Swingline Loans then outstanding and the Letter of Credit Outstandings
(exclusive of Unpaid Drawings relating to Letters of Credit which are repaid
with the proceeds of, and simultaneously with the incurrence of, the respective
incurrence of Revolving Loans) at such time, equals the Revolving Loan
Commitment of such Bank at such time.

(b) Subject to and upon the terms and conditions herein set forth,
BTCo in its individual capacity agrees to make at any time and from time to time
on and after the Initial Borrowing Date and prior to the Swingline Expiry Date,
a loan or loans to the Company (each a "Swingline Loan" and, collectively, the
"Swingline Loans"), which Swingline Loans (i) shall be made

and maintained as Base Rate Loans, (ii) shall be denominated in U.S. Dollars,
(iii) may be repaid and reborrowed in accordance with the provisions hereof,
(iv) shall not exceed in aggregate principal amount at any time outstanding,
when combined with the aggregate principal amount of all Revolving Loans then
outstanding and the Letter of Credit Outstandings (exclusive of Unpaid Drawings
relating to Letters of Credit which are repaid with the proceeds of, and
simultaneously with the incurrence of, the respective incurrence of Revolving
Loans) at such time, an amount equal to the Total Revolving Loan Commitment then
in effect and (v) shall not exceed in aggregate principal amount at any time
outstanding the Maximum Swingline Amount. BTCo shall not be obligated to make
any Swingline Loans at a time when a Bank Default exists unless BTCo has entered
into arrangements satisfactory to it and the Company to eliminate BTCo's risk
with respect to the Defaulting Bank's or Banks' participation in such Swingline
Loans, including by cash collateralizing such Defaulting Bank's or Banks'
Percentage of the outstanding Swingline Loans. BTCo will not make a Swingline
Loan after it has received written notice from the Company or the Required Banks
stating that a Default or an Event of Default exists until such time as BTCo
shall have received a written notice of (i) rescission of such notice from the
party or parties originally delivering the same or (ii) a waiver of such Default
or Event of Default from the Required Banks.

(c) On any Business Day, BTCo may, in its sole discretion, give
notice to the Banks and the Company that its outstanding Swingline Loans shall
be funded with a Borrowing of Revolving Loans (PROVIDED that each such notice
shall be deemed to have been automatically given upon the occurrence of a
Default or an Event of Default under Section 9.05 or upon the exercise of any of
the remedies provided in the last paragraph of Section 9), in which case a
Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing,
a "Mandatory Borrowing") shall be made on the immediately succeeding Business
Day by all Banks PRO RATA based on each Bank's Percentage, and the proceeds
thereof shall be applied directly to repay BTCo for such outstanding Swingline
Loans. Each Bank hereby irrevocably agrees to make Base Rate 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 BTCo notwithstanding (i) that the amount of the Mandatory Borrowing
may not comply with the Minimum Borrowing Amount otherwise required hereunder,
(ii) whether any conditions specified in Section 5 are then satisfied, (iii)
whether a Default or an Event of Default has occurred and is continuing, (iv)
the date of such Mandatory Borrowing and (v) any reduction in the Total
Revolving Loan Commitment after any such Swingline Loans were made. 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 (other than BTCo) hereby agrees that it shall
forthwith purchase from BTCo (without recourse or warranty) such assignment of
the outstanding Swingline Loans as shall be necessary to cause the Banks to
share in such Swingline Loans ratably based upon their respective Percentages;
PROVIDED that all interest payable on the Swingline Loans shall be for the
account of BTCo until the date the respective assignments 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.

1.02 MINIMUM BORROWING AMOUNTS, ETC. The aggregate principal amount
of each Borrowing of Loans shall not be less than the Minimum Borrowing Amount
applicable to such Loans, except that no Minimum Borrowing Amount shall be
applicable to any Revolving Loan requested by the Company which will be used to
repay a Swingline Loan. More than one Borrowing may be incurred on any day;
PROVIDED that at no time shall there be outstanding more than three Borrowings
of Eurodollar Loans.

1.03 NOTICE OF BORROWING. (a) Whenever the Company desires to incur
Revolving Loans hereunder (excluding Borrowings of Revolving Loans incurred
pursuant to Mandatory Borrowings), it shall give the Agent at its Notice Office,
prior to 10:00 A.M. (New York time), at least two Business Days' prior written
notice (or telephonic notice promptly confirmed in writing) of each Borrowing of
Eurodollar Loans and at least one Business Day's prior written notice (or
telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate
Loans to be made hereunder. Each such notice (each a "Notice of Borrowing")
shall, except as provided in Section 1.10, be irrevocable, and, in the case of
each written notice and each confirmation of telephonic notice, shall be in the
form of EXHIBIT A-1, appropriately completed to specify (i) the aggregate
principal amount of the Revolving Loans to be made pursuant to such Borrowing,
(ii) the date of such Borrowing (which shall be a Business Day) and (iii)
whether the respective Borrowing shall consist of Base Rate Loans or, to the
extent permitted hereunder, Eurodollar Loans and, if Eurodollar 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) (i) Whenever the Company desires to incur Swingline Loans
hereunder, it shall give BTCo not later than 2:00 P.M. (New York time) on the
day such Swingline Loan is to be made, written notice (or telephonic notice
promptly confirmed in writing) of each Swingline Loan to be made hereunder.
Each such notice shall be irrevocable and shall specify in each case (x) the
date of such Borrowing (which shall be a Business Day) and

(y) the aggregate principal amount of the Swingline Loan to be made pursuant to
such Borrowing.

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

(c) Without in any way limiting the obligation of the Company to
confirm in writing any telephonic notice permitted to be given hereunder, the
Agent or BTCo (in the case of a Borrowing of Swingline Loans) or the Letter of
Credit Issuer (in the case of the issuance of Letters of Credit), as the case
may be, may prior to receipt of written confirmation act without liability upon
the basis of such telephonic notice, believed by the Agent, BTCo or the Letter
of Credit Issuer, as the case may be, in good faith to be from an Authorized
Officer of the Company. The Agent's, BTCo's or the Letter of Credit Issuer's
record of the terms of such telephonic notice shall be final, conclusive and
binding absent manifest error.

1.04 DISBURSEMENT OF FUNDS. (a) Not later than 1:00 P.M. (New York
time) on the date specified in each Notice of Borrowing (or (x) in the case of
Swingline Loans, not later than 4:00 P.M. (New York time) on the date specified
in Section 1.03(b)(i) or (y) in the case of Mandatory Borrowings, not later than
12:00 Noon (New York time) on the date specified in 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 (or in the case of Swingline Loans, BTCo shall make
available the full amount thereof) in the manner provided below. All amounts
shall be made available to the Agent in U.S. Dollars and in immediately
available funds at the Payment Office and the Agent promptly will make available
to the Company by depositing to its account at the 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 Company 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 Company, 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 Company, and the Company shall
immediately pay such corresponding amount to the Agent, which payment may be
made, subject to the terms and conditions of this Agreement, from the proceeds
of a Loan. The Agent shall also be entitled to recover from the Bank

or the Company, 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 the Company 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 Rate or (y) if paid by the Company, the then applicable
rate of interest, calculated in accordance with Section 1.08.

(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 Company may have against any Bank as a result of any default by such Bank
hereunder.

1.05 NOTES. (a) The Company's obligation to pay the principal of,
and interest on, all the Loans made to it by each Bank shall be evidenced (i) in
the case of Revolving Loans, by a promissory note substantially in the form of
EXHIBIT B-1 with blanks appropriately completed in conformity herewith (each a
"Revolving Note" and, collectively, the "Revolving Notes") and (ii) in the case
of Swingline Loans, by a promissory note substantially in the form of EXHIBIT
B-2 with blanks appropriately completed in conformity herewith (the "Swingline
Note").

(b) The Revolving Note issued to each Bank shall (i) be executed by
the Company, (ii) be payable to such Bank or its registered assigns and be dated
the Initial Borrowing Date, (iii) be in a stated principal amount equal to the
Revolving Loan Commitment of such Bank and be payable in the principal amount of
the outstanding Revolving Loans evidenced thereby, (iv) mature on the Final
Maturity Date, (v) bear interest as provided in the appropriate clause of
Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case
may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided
in Section 4.01, and mandatory repayment as provided in Section 4.02, and (vii)
be entitled to the benefits of the Credit Documents.

(c) The Swingline Note issued to BTCo shall (i) be executed by the
Company, (ii) be payable to BTCo or its registered assigns and be dated the
Initial Borrowing Date, (iii) be in a stated principal amount equal to the
Maximum Swingline Amount and be payable in the principal amount of the
outstanding Swingline Loans evidenced thereby, (iv) mature on the Swingline
Expiry Date, (v) bear interest as provided in Section 1.08 in respect of the
Base Rate Loans evidenced thereby, (vi) be subject to voluntary prepayment as
provided in Section 4.01, and mandatory repayment as provided in Section 4.02,
and (vii) be entitled to the benefits of the Credit Documents.

(d) 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 any of its Notes

endorse on the reverse side thereof the outstanding principal amount of Loans
evidenced thereby. Failure to make any such notation shall not affect the
Company's obligations in respect of such Loans.

1.06 CONVERSIONS. The Company shall have the option to convert on any
Business Day occurring on or after the Initial Borrowing Date, all or a portion
at least equal to the applicable Minimum Borrowing Amount of the outstanding
principal amount of Revolving Loans made pursuant to one or more Borrowings of
one or more Types of Revolving Loans into a Borrowing or Borrowings of another
Type of Revolving Loan; PROVIDED that (i) except as otherwise provided in
Section 1.10(b), no partial conversion of a Borrowing of Eurodollar Loans shall
reduce the outstanding principal amount of the Eurodollar Loans made pursuant to
such Borrowing to less than the Minimum Borrowing Amount applicable thereto,
(ii) Base Rate Loans may only be converted into Eurodollar Loans if no payment
Default, or Event of Default, is in existence on the date of the conversion,
(iii) unless the Agent has determined that the Syndication Date has occurred (at
which time this clause (iii) shall no longer be applicable), after the 30th day
after the Initial Borrowing Date and prior to the 90th day after the Initial
Borrowing Date, conversions of Base Rate Loans into Eurodollar Loans may only be
made if any such conversion is effective on the first day of the first or second
Interest Period referred to in clause (y) of the proviso to Section 1.01(a)(ii)
and then only so long as such conversion does not result in a greater number of
Borrowings of Eurodollar Loans prior to the 90th day after the Initial Borrowing
Date as are permitted under such Section 1.01(a)(ii) and (iv) Borrowings of
Eurodollar Loans resulting from this Section 1.06 shall be limited in number as
provided in Section 1.02. Each such conversion shall be effected by the Company
by giving the Agent at its Notice Office, prior to 10:00 A.M. (New York time),
at least two 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 Revolving
Loans to be so converted, the Borrowing(s) pursuant to which the Revolving Loans
were made and, if to be converted into a Borrowing of Eurodollar 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
Revolving Loans.

1.07 PRO RATA BORROWINGS. All Borrowings of Revolving Loans under
this Agreement shall be made by the Banks PRO RATA on the basis of their
Revolving Loan Commitments. It is understood that no Bank shall be responsible
for any default by any other Bank of its obligation to make Revolving Loans
hereunder and that each Bank shall be obligated to make the Revolving Loans to
be made by it hereunder, regardless of the failure of any other Bank to fulfill
its commitments hereunder.

1.08 INTEREST. (a) The unpaid principal amount of each Base Rate
Loan shall bear interest from the date of the Borrowing thereof until the
earlier of (i) the maturity (whether by acceleration or otherwise) of such Base
Rate Loan and (ii) the conversion of such Base Rate Loan to a Eurodollar Loan
pursuant to Section 1.06, at a rate per annum which shall at all times be the
Applicable Base Rate Margin in excess of the Base Rate in effect from time to
time.

(b) The unpaid principal amount of each Eurodollar Loan shall bear
interest from the date of the Borrowing thereof until the earlier of (i) the
maturity (whether by acceleration or otherwise) of such Eurodollar Loan and (ii)
the conversion of such Eurodollar Loan to a Base Rate Loan pursuant to Section
1.06, 1.09 or 1.10(b), as applicable, at a rate per annum which shall at all
times be the Applicable Eurodollar Margin in excess of the relevant Eurodollar
Rate.

(c) Overdue principal and, to the extent permitted by law, overdue
interest in respect of each Loan shall bear interest at a rate per annum equal
to the greater of (x) the rate which is 2% in excess of the rate then borne by
such Loans and (y) the rate which is 2% in excess of the rate otherwise
applicable to Base Rate Loans from time to time. Interest which accrues under
this Section 1.08(c) shall be payable on demand.

(d) Interest shall accrue from and including the date of any
Borrowing to but excluding the date of any repayment thereof (determined in
accordance with Section 4.03) and shall be payable (i) in respect of each Base
Rate Loan, quarterly in arrears on each Quarterly Payment Date, (ii) in respect
of each Eurodollar Loan, on (x) the date of any prepayment or repayment thereof
(on the amount prepaid or repaid), (y) the date of any conversion into a Base
Rate Loan pursuant to Section 1.06, 1.09 or 1.10(b), as applicable (on the
amount so converted) and (z) the last day of each Interest Period applicable
thereto and, in the case of an Interest Period in excess of three months, on
each date occurring at three month intervals after the first day of such
Interest Period and (iii) in respect of each Loan, 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 12.07(b).

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

1.09 INTEREST PERIODS. At the time the Company gives a Notice of
Borrowing or Notice of Conversion in respect of the making of, or conversion
into, a Borrowing of Eurodollar Loans (in the case of the initial Interest
Period applicable thereto)

or prior to 10:00 A.M. (New York time) on the second Business Day prior to the
expiration of an Interest Period applicable to a Borrowing of Eurodollar Loans,
the Company 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 the
Company (but otherwise subject to clause (y) of the proviso to Section
1.01(a)(ii)), be a one, two, three or six month period. Notwithstanding
anything to the contrary contained above:

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

(ii) the initial Interest Period for any Borrowing of
Eurodollar 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 next preceding Interest Period expires;

(iii) if any Interest Period 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 would
otherwise expire on a day which is not a Business Day but is a day of the
month after which no further Business Day occurs in such month, such
Interest Period shall expire on the next preceding Business Day;

(v) no Interest Period shall be elected which extends beyond
the Final Maturity Date;

(vi) no Interest Period may be elected at any time when a
Default or any Event of Default is then in existence; and

(vii) no Interest Period in respect of any Borrowing of
Eurodollar Loans shall be elected which extends beyond any date upon which
a mandatory prepayment of Revolving Loans is required to be made under
Section 4.02(a), as a result of reductions to the Total Revolving Loan
Commitment pursuant to Section 3.03(b), unless the aggregate principal
amount of Revolving Loans which are maintained as Base Rate Loans or which
have Interest Periods which will expire on or before such date will be
sufficient to make such required payment.

If upon the expiration of any Interest Period applicable to a Borrowing of
Eurodollar Loans, the Company has failed to elect, or is not permitted to elect
by virtue of the application of clause (vi) above, a new Interest Period to be
applicable to the respective Borrowing of Eurodollar Loans as provided above,
the Company shall be deemed to have elected to convert such Borrowing into a
Borrowing of Base Rate Loans effective as of the expiration date of such current
Interest Period.

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

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

(ii) at any time, that such Bank shall incur increased costs or
reductions in the amounts received or receivable hereunder with respect to
any Eurodollar Loans (other than any increased cost or reduction in the
amount received or receivable resulting from the imposition of or a change
in the rate of net income taxes or similar charges) because of (x) any
change since the date of this Agreement in any applicable law, governmental
rule, regulation, guideline, order or request (whether or not having the
force of law), or in the interpretation or administration thereof and
including the introduction of any new law or governmental rule, regulation,
guideline, order or request (such as, for example, but not limited to, a
change in official reserve requirements, but, in all events, excluding
reserves required under Regulation D to the extent included in the
computation of the Eurodollar Rate) and/or (y) other circumstances
affecting such Bank, the interbank Eurodollar market or the position of
such Bank in such market; or

(iii) at any time since the date of this Agreement, that the
making or continuance of any Eurodollar Loan has become unlawful by
compliance by such Bank in good faith with any law, governmental rule,
regulation, guideline or order (or would conflict with any such
governmental rule, regulation, guideline or order not having the force of
law but with which such Bank customarily complies even though the failure
to comply therewith would not be unlawful), or has become impracticable as
a result of a contingency occurring after the date of this Agreement which
materially and adversely affects the interbank Eurodollar market;

then, and in any such event, such Bank (or the Agent in the case of clause (i)
above) shall (x) within five Business Days after any such event and (y) within
five Business Days of the date on which such event no longer exists give notice
(by telephone confirmed in writing) to the Company and (except in the case of
clause (i)) to the Agent of such determination (which notice the Agent shall
promptly transmit to each of the other Banks). Thereafter, (x) in the case of
clause (i) above, Eurodollar Loans 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 shall
endeavor to give promptly after any express determination thereof by the Agent),
and any Notice of Borrowing or Notice of Conversion given by the Company with
respect to Eurodollar Loans which have not yet been incurred shall be deemed
rescinded by the Company, (y) in the case of clause (ii) above, the Company
agrees to pay to such Bank, upon written demand therefor (accompanied by the
written notice referred to below), such additional amounts (in the form of an
increased rate of, or a different method of calculating, interest or otherwise
as such Bank in its sole discretion shall determine) as shall be required to
compensate such Bank for such increased costs or reductions in amounts received
or receivable hereunder (a written notice as to the additional amounts owed to
such Bank, showing the basis for the calculation thereof, submitted to the
Company by such Bank shall, absent manifest error, be final and conclusive and
binding upon all parties hereto) and (z) in the case of clause (iii) above, the
Company shall take one of the actions specified in Section 1.10(b) as promptly
as possible and, in any event, within the time period required by law.

(b) At any time that any Eurodollar Loan is affected by the
circumstances described in Section 1.10(a)(ii) or (iii), the Company may (and in
the case of a Eurodollar Loan affected pursuant to Section 1.10(a)(iii) the
Company shall) either (i) if the affected Eurodollar Loan is then being made
pursuant to a Borrowing, cancel said Borrowing by giving the Agent telephonic
notice (confirmed promptly in writing) thereof on the same date that the Company
was notified by a Bank pursuant to Section 1.10(a)(ii) or (iii)), or (ii) if the
affected Eurodollar Loan is then outstanding, upon at least two Business Days'
notice to the Agent, require the affected Bank to convert each such Eurodollar
Loan into a Base Rate Loan (which conversion, in the case of the circumstances
described in Section 1.10(a)(iii), shall occur no later than the last day of the
Interest Period then applicable to such Eurodollar Loan (or such earlier date as
shall be required by applicable law)); 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 1.10(b).

(c) If any Bank shall have determined that the adoption or
effectiveness 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 with the interpretation or
administration thereof, or compliance by such Bank or any corporation
controlling such Bank 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, after the date of this Agreement, has or would
have the effect of reducing the rate of return on such Bank's or such other
corporation's capital or assets as a consequence of such Bank's Revolving Loan
Commitment or obligations hereunder to a level below that which such Bank or
such other corporation could have achieved but for such adoption, effectiveness,
change or compliance (taking into consideration such Bank's or such other
corporation's policies with respect to capital adequacy), then from time to
time, upon written demand by such Bank (with a copy to the Agent), accompanied
by the notice referred to in the last sentence of this clause (c), the Company
shall pay to such Bank such additional amount or amounts as will compensate such
Bank or such other corporation for such reduction. Each Bank, upon determining
in good faith that any additional amounts will be payable pursuant to this
Section 1.10(c), will give prompt written notice thereof to the Company, which
notice shall set forth the basis of the calculation of such additional amounts,
although the failure to give any such notice shall not release or diminish the
Company's obligations to pay additional amounts pursuant to this Section 1.10(c)
upon the subsequent receipt of such notice.

1.11 COMPENSATION. The Company shall compensate each Bank, promptly
upon its written request (which request shall set forth the basis for requesting
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 Eurodollar Loans but excluding loss of anticipated profit
with respect to any Eurodollar Loans) which such Bank may sustain: (i) if for
any reason (other than a default by such Bank or the Agent) a Borrowing of
Eurodollar Loans does not occur on a date specified therefor in a Notice of
Borrowing or Notice of Conversion (whether or not withdrawn by the Company or
deemed withdrawn pursuant to Section 1.10(a) or (b)); (ii) if any repayment
(including any repayment made pursuant to Section 4.01 or 4.02 or as a result of
an acceleration of the Loans pursuant to Section 9) or conversion of any
Eurodollar Loans occurs on a date which is not the last day of an Interest
Period applicable thereto; (iii) if any prepayment of any Eurodollar Loans is
not made on any date specified in a notice of prepayment given by the Company;
or (iv) as a consequence of (x) any other default by the Company to repay its
Eurodollar Loans when required by the terms of this Agreement or (y) an election
made pursuant to Section 1.10(b). Calculation of all amounts payable to a Bank
under this Section 1.11 shall be made as though that Bank had actually funded
its relevant

Eurodollar Loan through the purchase of a Eurodollar deposit bearing interest at
the Eurodollar Rate in an amount equal to the amount of that Loan, having
maturity comparable to the relevant Interest Period and through the transfer of
such Eurodollar deposit from an offshore office of that Bank to a domestic
office of that Bank in the Unites States of America; PROVIDED, HOWEVER, that
each Bank may fund each of its Eurodollar Loans in any manner it sees fit and
the foregoing assumption shall be utilized only for the calculation of amounts
payable under this Section 1.11. It is further understood and agreed that if
any repayment of Eurodollar Loans pursuant to Section 4.01 or any conversion of
Eurodollar Loans pursuant to Section 1.06 in either case occurs on a date which
is not the last day of an Interest Period applicable thereto, such repayment or
conversion shall be accompanied by any amounts owing to any Bank pursuant to
this Section 1.11.

1.12 CHANGE OF LENDING OFFICE. Each Bank agrees that, upon the
occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or
(iii), 1.10(c), 2.05 or 4.04 with respect to such Bank, it will, if requested by
the Company, use reasonable efforts (subject to overall policy considerations of
such Bank) to designate another lending office for any Loans or Letters of
Credit affected by such event; PROVIDED that such designation is made on such
terms that, in the sole judgment of such Bank, such Bank and its lending office
suffer no economic, legal or regulatory disadvantage, with the object of
avoiding the consequences of the event giving rise to the operation of any such
Section. Nothing in this Section 1.12 shall affect or postpone any of the
obligations of the Company or the right of any Bank provided in Section 1.10,
2.05 or 4.04.

1.13 REPLACEMENT OF BANKS. (x) If any Bank becomes a Defaulting Bank,
(y) upon the occurrence of any event giving rise to the operation of Section
1.10(a)(ii) or (iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect
to any Bank which results in such Bank charging to the Company increased costs
in excess of those being generally charged by the other Banks or (z) in the case
of a refusal by a Bank to consent to a proposed change, waiver, discharge or
termination with respect to this Agreement which has been approved by the
Required Banks as provided in Section 12.12(b) the Company shall have the right,
if no Default or Event of Default then exists or, in the case of clause (z)
above, would exist after giving effect to such replacement, to replace such Bank
(the "Replaced Bank") with one or more other Eligible Transferee or Transferees,
none of whom shall constitute a Defaulting Bank at the time of such replacement
(collectively, the "Replacement Bank") and each of whom shall be acceptable to
the Agent; PROVIDED that (i) at the time of any replacement pursuant to this
Section 1.13, the Replacement Bank shall enter into one or more Assignment and
Assumption Agreements pursuant to Section 12.04(b) (and with all fees payable
pursuant to said Section 12.04(b) to be paid by the

Replacement Bank) pursuant to which the Replacement Bank shall acquire the
Revolving Loan Commitment and outstanding Revolving Loans of, and in each case
participations in Letters of Credit by, the Replaced Bank and, in connection
therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal
to the sum of (A) an amount equal to the principal of, and all accrued interest
on, all outstanding Revolving Loans of the Replaced Bank, (B) an amount equal to
all Unpaid Drawings that have been funded by (and not reimbursed to) such
Replaced Bank, together with all then unpaid interest with respect thereto at
such time and (C) an amount equal to all accrued, but theretofore unpaid, Fees
owing to the Replaced Bank pursuant to Section 3.01, (y) each Letter of Credit
Issuer an amount equal to such Replaced Bank's Percentage of any Unpaid Drawing
relating to Letters of Credit issued by such Letter of Credit Issuer (which at
such time remains an Unpaid Drawing) to the extent such amount was not
theretofore funded by such Replaced Bank and (z) BTCo an amount equal to such
Replaced Bank's Percentage of any Mandatory Borrowing to the extent such amount
was not theretofore funded by such Replaced Bank, and (ii) all obligations of
the Company then owing to the Replaced Bank (other than those specifically
described in clause (i) above in respect of which the assignment purchase price
has been, or is concurrently being, paid, but including all amounts, if any,
owing under Section 1.11) shall be paid in full to such Replaced Bank
concurrently with such replacement. Upon the execution of the respective
Assignment and Assumption Agreements, the payment of amounts referred to in
clauses (i) and (ii) above, recordation of the assignment on the Register by the
Agent pursuant to Section 7.12 and, if so requested by the Replacement Bank of
the appropriate Revolving Note or Revolving Notes executed by the Company, 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 (including, without limitation, Sections 1.10,
1.11, 2.05, 4.04, 12.01 and 12.06), which shall survive as to such Replaced
Bank.

SECTION 2. LETTERS OF CREDIT.

2.01 LETTERS OF CREDIT. (a) Subject to and upon the terms and
conditions herein set forth, the Company may request the Letter of Credit Issuer
at any time and from time to time on or after the Initial Borrowing Date and
prior to the Business Day preceding the Final Maturity Date to issue, for the
account of the Company and in support of, on a standby basis, L/C Supportable
Indebtedness of the Company or any of its Subsidiaries that are Guarantors to
any other Person, irrevocable letters of credit in such form as may be approved
by such Letter of Credit Issuer (each such letter of credit, a "Letter of
Credit" and, collectively, the "Letters of Credit"). Notwithstanding the
foregoing, no Letter of Credit Issuer shall be under any obligation to issue any
Letter of Credit if at the time of such issuance:

(i) any order, judgment or decree of any governmental authority
or arbitrator shall purport by its terms to enjoin or restrain such Letter
of Credit Issuer from issuing such Letter of Credit or any requirement of
law applicable to such Letter of Credit Issuer or any request or directive
(whether or not having the force of law) from any governmental authority
with jurisdiction over such Letter of Credit Issuer shall prohibit, or
request that such Letter of Credit Issuer refrain from, the issuance of
letters of credit generally or such Letter of Credit in particular or shall
impose upon such Letter of Credit Issuer with respect to such Letter of
Credit any restriction or reserve or capital requirement (for which such
Letter of Credit Issuer is not otherwise compensated pursuant to the terms
hereof) not in effect on the date hereof, or any unreimbursed loss, cost or
expense which was not applicable, in effect or known to such Letter of
Credit Issuer as of the date hereof and which such Letter of Credit Issuer
in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; or

(ii) such Letter of Credit Issuer shall have received notice from
the Company or the Required Banks prior to the issuance of such Letter of
Credit of the type described in clause (vi) of Section 2.01(b).

(b) Notwithstanding the foregoing, (i) no Letter of Credit shall be
issued the Stated Amount of which, when added to the Letter of Credit
Outstandings (exclusive of Unpaid Drawings which are repaid on the date of, and
prior to the issuance of, the respective Letter of Credit) at such time, would
exceed either (x) the Letter of Credit Sublimit or (y) when added to the
aggregate principal amount of all Revolving Loans and Swingline Loans then
outstanding, the Total Revolving Loan Commitment at such time; (ii) each Letter
of Credit shall have an expiry date occurring not later than one year after such
Letter of Credit's date of issuance; provided that any such Letter of Credit may
be automatically extendable for periods of up to one year so long as such Letter
of Credit provides that the respective Letter of Credit Issuer retains an
option, satisfactory to such Letter of Credit Issuer, to terminate such Letter
of Credit within a specified period of time prior to each scheduled extension
date; PROVIDED, FURTHER, that each Letter of Credit shall state and shall
provide that it shall, in no event, expire no later than five Business Days
prior to the Final Maturity Date; (iii) each Letter of Credit shall be
denominated in U.S. Dollars; (iv) each Letter of Credit shall provide that the
Stated Amount of each Letter of Credit shall not be less than $25,000 or such
lesser amount as is acceptable to the respective Letter of Credit Issuer; and
(v) no Letter of Credit Issuer will issue any Letter of Credit after it has
received written notice from the Company or the Required Banks stating that a
Default or an Event of Default exists until such time as such Letter of Credit
Issuer shall have received a written notice of (x) rescission of such

notice from the party or parties originally delivering the same or (y) a waiver
of such Default or Event of Default by the Required Banks.

(c) 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 the respective 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' Percentage of the Letter of Credit Outstandings, as the case
may be. No such arrangement shall prejudice the right of the Company or the
Letter of Credit Issuer to pursue any available remedies it may have against any
Defaulting Bank.

2.02 LETTER OF CREDIT REQUESTS; NOTICES OF ISSUANCE. (a) Whenever
the Company desires that a Letter of Credit be issued, the Company shall give
the Agent and the respective Letter of Credit Issuer written notice (or
telephonic notice confirmed in writing) thereof prior to 12:00 Noon (New York
time) at least two Business Days (or such shorter period as may be acceptable to
the respective Letter of Credit Issuer) prior to the proposed date of issuance
(which shall be a Business Day) which written notice shall be in the form of
EXHIBIT A-2 (each, a "Letter of Credit Request"). Each Letter of Credit Request
shall include any other documents as such Letter of Credit Issuer customarily
requires in connection therewith.

(b) Each Letter of Credit Issuer shall, promptly after each issuance
of, or amendment or modification to, a Letter of Credit issued by it, give the
Agent, each Bank and the Company written notice of the issuance of, or amendment
or modification to, such Letter of Credit, accompanied by a copy of the Letter
of Credit or Letters of Credit issued by it and each such amendment or
modification thereto.

2.03 AGREEMENT TO REPAY LETTER OF CREDIT DRAWINGS. (e) The Company
hereby agrees to reimburse each Letter of Credit Issuer, by making payment to
the Agent in immediately available funds at the Payment Office, for any payment
or disbursement made by such Letter of Credit Issuer under any Letter of Credit
issued by it (each such amount so paid or disbursed until reimbursed, an "Unpaid
Drawing") no later than one Business Day following the date of 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 1:00 P.M. (New York 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 Applicable Base Rate
Margin in excess of the Base Rate as in effect from time to time (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. Each Letter of
Credit Issuer shall provide the Company prompt notice of any payment or
disbursement made by it under any Letter of Credit issued by it, although the
failure of, or delay in, giving any such notice shall not release or diminish
the obligations of the Company under this Section 2.03(a) or under any other
Section of this Agreement.

(b) The Company's obligation under this Section 2.03 to reimburse the
respective 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 or any of its Subsidiaries may have or have had
against such Letter of Credit Issuer, the Agent or any Bank, including, without
limitation, any defense based upon the failure of any drawing under a Letter of
Credit issued by it to conform to the terms of the Letter of Credit or any
nonapplication or misapplication by the beneficiary of the proceeds of such
drawing; PROVIDED, HOWEVER, that the Company shall not be obligated to reimburse
such Letter of Credit Issuer for any wrongful payment made by such Letter of
Credit Issuer under a Letter of Credit issued by it as a result of acts or
omissions that have been found to constitute willful misconduct or gross
negligence on the part of such Letter of Credit Issuer.

2.04 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 other Bank,
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 Participant's 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 with respective to such Letters of Credit) and
any security therefor or guaranty pertaining thereto. Upon any change in the
Revolving Loan Commitments of the Banks pursuant to Section 1.13 or 12.04(b), it
is hereby agreed that, with respect to all outstanding Letter of Credit and
Unpaid Drawings with respect thereto, there shall be an automatic adjustment to
the participations pursuant to this Section 2.04 to reflect the new Percentages
of the assigning and assignee Bank.

(b) In determining whether to pay under any Letter of Credit, no
Letter of Credit Issuer shall 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 substantially comply on their face with the
requirements of such Letter of Credit. Any action taken or omitted to be taken
by any Letter of Credit Issuer under or in connection with any Letter of Credit
issued by it if taken or omitted in the absence of such a finding of gross
negligence or willful misconduct, shall not create for such Letter of Credit
Issuer any resulting liability.

(g) In the event that any Letter of Credit Issuer makes any payment
under any Letter of Credit issued by it and the Company shall not have
reimbursed such amount in full to the Letter of Credit Issuer pursuant to
Section 2.03(a), such Letter of Credit Issuer shall promptly notify the Agent,
and the Agent shall promptly notify each Participant of such failure, and each
such Participant shall promptly and unconditionally pay to the Agent for the
account of such Letter of Credit Issuer, the amount of such Participant's
Percentage of such payment in U.S. Dollars and in same day funds; PROVIDED,
HOWEVER, that no Participant shall be obligated to pay to the Agent its
Percentage of such unreimbursed amount for any wrongful payment made by such
Letter of Credit Issuer under a Letter of Credit issued by it as a result of
acts or omissions that have been found to constitute 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. (New York time) on any Business Day, such Participant shall
make available to the Agent for the account of the respective Letter of Credit
Issuer such Participant's Percentage of the amount of such payment on such
Business Day in same day funds (and, to the extent such notice is given after
11:00 A.M. (New York time) on any Business Day, such Participant shall make such
payment on the immediately following Business Day). If and to the extent such
Participant shall not have so made its Percentage of the amount of such payment
available to the Agent for the account of the respective 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 the Letter of Credit Issuer at the overnight Federal
Funds Rate. The failure of any Participant to make available to the Agent for
the account of the respective Letter of Credit Issuer its Percentage of any
payment under any Letter of Credit issued by it 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 applicable Percentage of any payment
under any such 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 Percentage of any such payment.

(d) Whenever any 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 Percentage
thereof, in U.S. Dollars and in same day funds, an amount equal to such
Participant's 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 the respective Letter of Credit Issuer with respect to each
Letter of Credit issued by it 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 or any of its Subsidiaries may have at any time against a
beneficiary named in a Letter of Credit, any transferee of any Letter of
Credit (or any Person for whom any such transferee may be acting), 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 or any of its Subsidiaries 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.

2.05 INCREASED COSTS. If the adoption or effectiveness 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 compliance by any Letter of Credit Issuer or any Participant 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,
after the date hereof, 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 Participant's
participation therein, or (ii) impose on any Letter of Credit Issuer or any
Participant any other conditions affecting this Agreement, any Letter of Credit
or such Participant's participation therein; and the result of any of the
foregoing is to increase the cost to such Letter of Credit Issuer or such
Participant 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 Participant hereunder, then, upon written demand to the Company
by such Letter of Credit Issuer or such Participant (a copy of which notice
shall be sent by such Letter of Credit Issuer or such Participant to the Agent),
accompanied by the certificate described in the last sentence of this Section
2.05, the Company shall pay to such Letter of Credit Issuer or such Participant
such additional amount or amounts as will compensate such Letter of Credit
Issuer or such Participant for such increased cost or reduction. A certificate
submitted to the Company by such Letter of Credit Issuer or such Participant, as
the case may be (a copy of which certificate shall be sent by such Letter of
Credit Issuer or such Participant to the Agent), setting forth the basis for the
determination of such additional amount or amounts necessary to compensate such
Letter of Credit Issuer or such Participant as aforesaid shall be final and
conclusive and binding on the Company absent manifest error, although the
failure to deliver any such certificate shall not release or diminish the
Company's obligations to pay additional amounts pursuant to this Section 2.05
upon subsequent receipt of such certificate.

SECTION 3. FEES; COMMITMENTS.

3.01 FEES. (a) The Company shall pay to the Agent for distribution
to each Non-Defaulting Bank a commitment fee (the "Commitment Fee") for the
period from and including the Effective Date to but not including the Final
Maturity Date (or such earlier date as the Total Revolving Loan Commitment shall
have been terminated), computed at a rate for each day equal to .50% on the
daily average Unutilized Revolving Loan Commitment of such Bank. Accrued
Commitment Fees shall be due and payable quarterly in arrears on each Quarterly
Payment Date and the date upon which the Total Revolving Loan Commitment is
terminated.

(b) The Company shall pay to the Agent for the account of the Banks
PRO RATA on the basis of their Percentages, a fee in respect of each Letter of
Credit (the "Letter of Credit Fee") computed at a rate per annum equal to the
Applicable Eurodollar Margin then in effect on the daily Stated Amount of such
Letter of Credit. Accrued Letter of Credit Fees shall be due and payable
quarterly in arrears on each Quarterly Payment Date and

upon and until the first day on or after the termination of the Total Revolving
Loan Commitment upon which no Letters of Credit remain outstanding.

(c) The Company shall pay to the Agent for the account of each Letter
of Credit Issuer a fee in respect of each Letter of Credit issued by such Letter
of Credit Issuer (the "Facing Fee") computed at the rate of 1/4 of 1% per annum
on the daily Stated Amount of such Letter of Credit; PROVIDED that in no event
shall the annual Facing Fee with respect to each Letter of Credit be less $500;
it being agreed that, on the date of issuance of any Letter of Credit and on
each anniversary thereof prior to the termination of such Letter of Credit, if
$500 will exceed the amount of Facing Fees that will accrue with respect to such
Letter of Credit for the immediately succeeding 12-month period, the full $500
shall be payable on the date of issuance of such Letter of Credit and on each
such anniversary thereof prior to the termination of such Letter of Credit.
Except as provided in the immediately preceding sentence, accrued Facing Fees
shall be due and payable quarterly in arrears on each Quarterly Payment Date and
upon the first day on or after the termination of the Total Revolving Loan
Commitment upon which no Letters of Credit remain outstanding.

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

(e) The Company shall pay to the Agent and the Documentation Agent,
for its own respective account, such fees as may be agreed to from time to time
between the Company and the Agent and the Company and the Documentation Agent,
as the case may be, in each case, when and as due.

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

3.02 VOLUNTARY TERMINATION OR REDUCTION OF TOTAL UNUTILIZED REVOLVING
LOAN COMMITMENT. (a) Upon at least two Business Days' prior written notice (or
telephonic notice promptly confirmed in writing) to the Agent as its 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 Total Unutilized Revolving Loan Commitment; PROVIDED that
(x) any such termination or partial reduction shall apply to proportionately and
permanently reduce the Revolving Loan Commitment of each of the Banks and (y)
any partial reduction pursuant to this Section 3.02(a) shall be in the amount of
at least $500,000.

(b) In the event of certain refusals by a Bank to consent to certain
proposed changes, waivers, discharges or terminations with respect to this
Agreement which have been approved by the Required Banks as provided in Section
12.12(b), the Company (with the consent of the Agent) shall have the right, upon
five Business Days' prior written notice to the Agent at its Notice Office
(which notice the Agent shall promptly transmit to each of the Banks), to
terminate the entire Revolving Loan Commitment of such Bank, so long as all
Revolving Loans, together with accrued and unpaid interest, Fees and all other
amounts, owing to such Bank (including all amounts, if any, owing pursuant to
Section 1.11) are repaid concurrently with the effectiveness of such termination
pursuant to Section 4.01(b) and the Company shall pay to the Agent as such time
an amount in cash and/or Cash Equivalents equal to such Bank's applicable
Percentage of the outstanding Letters of Credit (which cash and/or Cash
Equivalents shall be held by the Agent as security for the obligations of the
Company hereunder in respect of the outstanding Letters of Credit pursuant to a
cash collateral agreement to be entered into in form and substance reasonably
satisfactory to the Agent, which shall permit certain investments in Cash
Equivalents reasonably satisfactory to the Agent until the proceeds are applied
to the secured obligations) (at which time Annex I shall be deemed modified to
reflect such changed amounts), and at such time, such Bank shall no longer
constitute a "Bank" for purposes of this Agreement, except with respect to
indemnification under this Agreement (including, without limitation, Sections
1.10, 1.11, 2.05, 4.04, 12.01 and 12.06), which shall survive as to such repaid
Bank.

3.03 MANDATORY REDUCTION OF REVOLVING LOAN COMMITMENTS. (a) The
Total Revolving Loan Commitment (and the Revolving Loan Commitment of each Bank)
shall terminate in its entirety on November 30, 1996 unless the Initial
Borrowing Date has occurred on or before such date.

(b) In addition to any other mandatory commitment reductions pursuant
to this Section 3.03, the Total Revolving Loan Commitment shall be permanently
reduced on the dates set forth below and by the amounts set forth opposite such
dates below:

Amount of Reduction Amount of Reduction
if the Initial if the Initial
Public Offering Public Offering
Date Has Not Occurred Has Occurred
--------------------------------------------------------------------------------

October 31, 1999 $ 30,000,000 $ 25,000,000

October 31, 2000 $ 30,000,000 $ 25,000,000

October 31, 2001 $115,000,000 $100,000,000

(c) In addition to any other mandatory commitment reductions pursuant
to this Section 3.03, on each date on or after the Initial Borrowing Date on
which the Company or any of its Subsidiaries receives Net Cash Proceeds from an
Asset Sale or Sales in excess of $1,000,000 individually or $1,000,000 in the
aggregate in any consecutive twelve month period, the Total Revolving Loan
Commitment shall be permanently reduced by an amount equal to 100% of such Net
Cash Proceeds; PROVIDED that with respect to no more than $5,000,000 in the
aggregate of such Net Cash Proceeds in any consecutive twelve month period of
the Company, such Net Cash Proceeds shall not give rise to a reduction to the
Total Revolving Loan Commitment on such date to the extent that no Default or
Event of Default then exists and the Company delivers a certificate to the Agent
on or prior to such date stating that such Net Cash Proceeds shall be used to
purchase assets used or to be used in the businesses permitted pursuant to
Section 8.01 (including, without limitation (but only to the extent permitted by
Section 8.02), the purchase of the capital stock (or other equity interests) of
a Person engaged in such businesses) within one year following the date of
receipt of such Net Cash Proceeds from such Asset Sale (which certificate shall
set forth the estimates of the proceeds to be so expended); and PROVIDED,
FURTHER, that (1) if all or any portion of such Net Cash Proceeds are not so
used (or contractually committed to be used) within such one year period, the
Total Revolving Loan Commitment shall be permanently reduced on the last day of
such period by an amount equal to such remaining portion and (2) if all or any
portion of such Net Cash Proceeds are not so used within such one year period
referred to in clause (1) above because such amount is contractually committed
to be used and subsequent to such date such contract is terminated or expires
without such portion being so used, the Total Revolving Loan Commitment shall be
permanently reduced on the date of such termination or expiration by an amount
equal to such remaining portion.

(d) In addition to any other mandatory commitment reductions pursuant
to this Section 3.03, on each date on or after the Initial Borrowing Date on
which the Company or any of its Subsidiaries receives any cash proceeds from any
incurrence of Indebtedness (other than Indebtedness permitted to be incurred
pursuant to Section 8.04) by the Company or any of its Subsidiaries, the Total
Revolving Loan Commitment shall be permanently reduced by an amount equal to
100% of the cash proceeds (net of all underwriting discounts, fees and
commissions and other costs and expenses associated therewith) of the respective
incurrence of Indebtedness.

(e) In addition to any other mandatory commitment reductions pursuant
to this Section 3.03, on each date on or after the Initial Borrowing Date on
which the Company or any of its Subsidiaries receives any cash proceeds
exceeding, in one transaction or series of related transactions, $25,000,000,
from

any sale or issuance of preferred or common equity of (or cash capital
contributions to) the Company or any of its Subsidiaries (other than proceeds
received from (u) the Transaction, (v) the Initial Public Offering (except as
otherwise expressly provided herein), (w) issuances of options to purchase the
Company Common Stock to management, directors, non-employee consultants, and
employees of the Company and its Subsidiaries, (x) issuances of the Company
Common Stock (including as a result of the exercise of any options with regard
thereto) to management, directors, non-employee consultants, and employees of
the Company and its Subsidiaries, (y) issuance of Company Common Stock as
consideration for a Permitted Acquisition and (z) equity contributions to any
Subsidiary of the Company made by the Company or any other Subsidiary of the
Company), the Total Revolving Loan Commitment shall be permanently reduced by an
amount equal to one-half of such cash proceeds (net of all underwriting
discounts, fees and commissions and other costs and expenses associated
therewith) of the respective equity issuance or capital contribution; PROVIDED
that upon consummation of the Initial Public Offering, (x) the Company shall
repay Loans so that, after giving effect to the Initial Public Offering, the
aggregate amount of Loans then outstanding shall not exceed the Target Amount
and (y) the Total Revolving Loan Commitment shall be reduced (to the extent not
previously reduced) to $150,000,000.

(f) In addition to any other mandatory commitment reductions pursuant
to this Section 3.03, within 10 days following each date on or after the Initial
Borrowing Date on which the Company or any of its Subsidiaries receives any Net
Award in respect of any Condemnation or any Net Proceeds in respect of any
Destruction, the Total Revolving Loan Commitment shall be permanently reduced by
an amount equal to 100% of such Net Award or Net Proceeds, as applicable, but
only if required to be applied to repayment of the Loans pursuant to the terms
of the applicable Mortgage.

(g) The Total Revolving Loan Commitment (and the Revolving Loan
Commitment of each Bank) shall terminate in its entirety on the Final Maturity
Date.

(h) Each reduction to the Total Revolving Loan Commitment pursuant to
this Section 3.03 shall apply proportionately to reduce the Revolving Loan
Commitment of each Bank.

SECTION 4. PAYMENTS.

4.01 VOLUNTARY PREPAYMENTS. (a) The Company shall have the right to
prepay the Loans, in whole or in part, without premium or penalty except as
otherwise provided in this Agreement, from time to time on the following terms
and conditions: (i) the Company shall give the Agent at its Notice

Office written notice (or telephonic notice promptly confirmed in writing) of
its intent to prepay the Loans, whether such Loans are Revolving Loans or
Swingline Loans, the amount of such prepayment and (in the case of Eurodollar
Loans) the specific Borrowing(s) pursuant to which such Loans were made, which
notice shall be given by the Company prior to 11:00 A.M. (New York time) (x) at
least one Business Day prior to the date of such prepayment in the case of
Revolving Loans maintained as Base Rate Loans, (y) on the date of such
prepayment in the case of Swingline Loans and (z) at least three Business Days
prior to the date of such prepayment in the case of Eurodollar Loans, which
notice shall, except in the case of Swingline Loans, promptly be transmitted by
the Agent to each of the Banks; (ii) each prepayment shall be in an aggregate
principal amount of at least $1,000,000 (or $100,000 (or, if less, the full
amount of Swingline Loans then outstanding) in the case of Swingline Loans);
PROVIDED that no partial payment of Eurodollar Loans made pursuant to a
Borrowing shall reduce the aggregate principal amount of the Eurodollar Loans
outstanding pursuant to such Borrowing to an amount less than the Minimum
Borrowing Amount applicable thereto; and (iii) each prepayment in respect of any
Revolving Loans made pursuant to a Borrowing shall be applied PRO rata among
such Revolving Loans; PROVIDED that such prepayment shall not be applied to any
Revolving Loans of a Defaulting Bank.

4.02 MANDATORY PREPAYMENTS. (a) If on any date the sum of (i) the
aggregate outstanding principal amount of Revolving Loans and Swingline Loans
(after giving effect to all other repayments thereof on such date) plus (ii) the
Letter of Credit Outstandings on such date exceeds the Total Revolving Loan
Commitment as then in effect, the Company shall repay on such date the principal
of Swingline Loans, and if no Swingline Loans

are or remain outstanding, Revolving Loans in an aggregate amount equal to such
excess. If, after giving effect to the prepayment of all outstanding Swingline
Loans and Revolving Loans, the aggregate amount of Letter of Credit Outstandings
exceeds the Total Revolving Loan Commitment as then in effect, the Company shall
pay to the Agent on such date an amount in cash and/or Cash Equivalents equal to
such excess (up to the aggregate amount of Letter of Credit Outstandings at such
time) 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 (which shall permit
certain investments in Cash Equivalents reasonably satisfactory to the Agent
until the proceeds are applied to the secured obligations); PROVIDED that any
such Cash collateral shall be released to the Company at any time at which such
excess shall no longer exist.

(b) Within ten days following the date of receipt by the Company or
any Subsidiary Guarantor of any Net Award in respect of a Taking of any
Mortgaged Real Property or Net Proceeds of a Destruction of any Mortgaged Real
Property required pursuant to the applicable Mortgage to be applied to repayment
of the Loans, the Company or such Subsidiary Guarantor shall cause 100% of such
Net Award or Net Proceeds to be paid to the Agent. Any such payment shall be
applied first to repay outstanding Swingline Loans and then to repay outstanding
Revolving Loans.

(c) With respect to each repayment of Revolving Loans required by
this Section 4.02, the Company may designate the Types of Revolving Loans which
are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing(s)
pursuant to which such Loans were made; PROVIDED that (i) Eurodollar Loans may
be designated for repayment pursuant to this Section 4.02 only on the last day
of an Interest Period applicable thereto unless all Eurodollar Loans with
Interest Periods ending on such date of required prepayment and all Base Rate
Loans have been paid in full; (ii) if any repayment of Eurodollar Loans made
pursuant to a single Borrowing shall reduce the outstanding Eurodollar Loans to
an amount less than the Minimum Borrowing Amount, such Borrowing shall be
immediately converted into Base Rate Loans; and (iii) each repayment of any
Revolving Loans made pursuant to a Borrowing shall be applied PRO RATA among
such Revolving Loans. In the absence of a designation by the Company as
described in the preceding sentence, 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 1.11.

(d) Notwithstanding anything to the contrary contained elsewhere in
this Agreement, (i) all then outstanding Swingline Loans shall be repaid in full
on the Swingline Expiry Date and (ii) all then outstanding Revolving Loans shall
be repaid in full on the Final Maturity Date.

4.03 METHOD AND PLACE OF PAYMENT. Except as otherwise specifically
provided herein, all payments under this Agreement or under any Note shall be
made to the Agent for the ratable account of the Banks entitled thereto, not
later than 2:00 P.M. (New York time) on the date when due and shall be made in
immediately available funds and in U.S. Dollars at the Payment Office, it being
understood that written, telex or facsimile transmission notice by the Company
to the Agent to make a payment from the funds in the Company's account at the
Payment Office shall constitute the making of such payment to the extent of such
funds held in such account. Any payments under this Agreement or under any Note
which are made later than 2:00 P.M. (New York time) shall be deemed to have been
made on the next succeeding Business Day. Whenever any payment to be made
hereunder or under any Note shall be stated to be due on a day which is not a
Business Day (unless otherwise provided herein), the due date thereof shall be
extended to the next succeeding Business Day and, with respect to payments of
principal, interest shall be payable during such extension at the applicable
rate in effect immediately prior to such extension.

4.04 NET PAYMENTS. (a) All payments made by the Company hereunder or
under any Note will be made without setoff, counterclaim or other defense (which
payment shall not be deemed a waiver by the Company of any claims arising under
this Agreement). Except as provided 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 jurisdiction or by any political
subdivision or taxing authority thereof or therein with respect to such payment
(but excluding, except as provided in the second succeeding sentence, any tax
(including any franchise tax) imposed on or measured by the net income or net
profits of a Bank pursuant to the laws of the jurisdiction in which it is
organized or the jurisdiction in which the principal office or applicable
lending office of such Bank is located or any subdivision thereof or therein)
and all interest, penalties or similar liabilities with respect thereto (all
such nonexcluded taxes, levies, imposts, duties, fees, assessments or other
charges being referred to collectively as "Taxes"). If any Taxes are so levied
or imposed, the Company 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
under this Agreement or under any Note, 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. If any amounts are payable in respect of Taxes pursuant to the
preceding sentence, the Company agrees to reimburse each Bank, upon the written
request of such Bank, for taxes imposed on or measured by the net income or net
profits of such Bank pursuant to the laws of the jurisdiction 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 taxes 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; PROVIDED, HOWEVER, that no such reimbursement shall
be required unless such Bank determines that the amount of such Taxes exceeds
the amount of any credit, allowance or deduction allowable to such Bank as an
offset against any Taxes payable on behalf of such Bank and in such event
reimbursement shall not be required in any amount greater than such excess. The
Company will furnish to the Agent within 45 days after the date the payment of
any Taxes is due pursuant to applicable law certified copies of tax receipts
evidencing such payment by the Company. The Company agrees to indemnify and
hold harmless each Bank and the Agent, and reimburse such Bank and the Agent
upon its written request, for the amount of any Taxes so levied or imposed and
paid by such Bank or the Agent. A certificate as to the amount of any such
required indemnification payment prepared by such Bank or the Agent shall be
final, conclusive and binding for all purposes absent manifest error.

(b) Each Bank that is not a United States person (as such term is
defined in Section 7701(a)(30) of the Code) agrees to deliver to the Company and
the Agent on or prior to the Effective Date, or in the case of a Bank that is an
assignee or transferee of an interest under this Agreement pursuant to Section
1.13 or 12.04 (unless the respective Bank was already a Bank hereunder
immediately prior to such assignment or transfer), 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 under this Agreement and
under any Note, 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
substantially in the form of Exhibit C (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 of interest to be made under this Agreement and
under any Note. In addition, each Bank agrees that from time to time after the
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 promptly to the Company and the Agent 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 under this
Agreement and any Note, 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 required 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 12.04(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 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 U.S. Federal income tax purposes to the extent that
such Bank has not provided to the Company U.S. Internal Revenue Service 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
gross-up payments to be made to a Bank in respect of income withholding or
similar taxes imposed by the United States if (I) 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) or (II) in the case of a payment, other
than interest, to a Bank described in clause (ii) above, to the extent that such
Forms do not establish a complete exemption from withholding of such taxes.
Notwithstanding anything to the contrary contained in the preceding sentence or
elsewhere in this Section 4.04 and except as set forth in Section 12.04(b), the
Company agrees to pay additional amounts and to indemnify each Bank and the
Agent in the manner set forth in Section 4.04(a) (without regard to the identity
of the jurisdiction requiring the deduction or withholding) in respect of any
amounts deducted or withheld by it as described in the immediately preceding
sentence as a result of any changes after the 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.

SECTION 5. CONDITIONS PRECEDENT. The obligation of each Bank to make
each Loan to the Company hereunder, and the obligation of the Letter of Credit
Issuer to issue each Letter of Credit hereunder, is subject, at the time of each
such Credit Event (except as otherwise hereinafter indicated), to the
satisfaction of the following conditions:

5.01 EXECUTION OF AGREEMENT; NOTES. On or prior to the Initial
Borrowing Date, (i) the Effective Date shall have occurred and (ii) there shall
have been delivered to the Agent for the account of each Bank the appropriate
Revolving Note and to BTCo the Swingline Note, in each case executed by the
Company and in the amount, maturity and as otherwise provided herein.

5.02 NO DEFAULT; REPRESENTATIONS AND WARRANTIES. At the time of each
Credit Event and also after giving effect thereto, (i) there shall exist no
Default of Event of Default and (ii) all representations and warranties
contained herein and in the other Credit Documents in effect at such time 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, 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.

5.03 OFFICER'S CERTIFICATE. On the Initial Borrowing Date, the Agent
shall have received a certificate dated such date signed by an appropriate
officer of the Company stating that all of the applicable conditions set forth
in Sections 5.02, 5.06, 5.07, 5.08, 5.09 (deleting the reference to the Agent
therein), 5.10(a) and (b) (deleting the reference to the Agent therein), 5.14
(other than clause (x) thereof), 5.18 and 5.19 exist as of such date.

5.04 OPINIONS OF COUNSEL. On the Initial Borrowing Date, the Agent
and the Documentation Agent shall have received opinions, addressed to the Agent
and the Documentation Agent and each of the Banks and dated the Initial
Borrowing Date, from (i) Proskauer ▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇ LLP, counsel to the
Credit Parties, in the form of EXHIBIT D and (ii) local and other counsel to the
Credit Parties and/or the Agent in each jurisdiction in which the Collateral is
located reasonably, which opinions shall cover such matters incident to the
transactions contemplated herein and in the other Credit Documents as the Agent
may reasonably request and shall be in form and substance reasonably
satisfactory to the Agent.

5.05 CORPORATE PROCEEDINGS. (a) On the Initial Borrowing Date, the
Agent shall have received from each Credit Party a certificate, dated the
Initial Borrowing Date, signed by the chairman, a vice chairman, the president
or any vice- president of such Credit Party, and attested to by the secretary or
any assistant secretary of such Credit Party, in the form of EXHIBIT E with
appropriate insertions, together with copies of the Certificate of Incorporation
and By-Laws of such Credit Party and the resolutions of such Credit Party
referred to in such certificate and all of the foregoing (including each such
Certificate of Incorporation and By-Laws) shall be reasonably satisfactory to
the Agent.

(b) On the Initial Borrowing Date, all corporate and legal
proceedings and all instruments and agreements in connection with the
transactions contemplated by the Credit 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, bring-down certificates and any other records of
corporate proceedings and governmental approvals, if any, which the Agent
reasonably may have requested in connection therewith, such documents and
papers, where appropriate, to be certified by proper corporate or governmental
authorities.

5.06 ADVERSE CHANGE, ETC. At the time of each Credit Event and after
giving effect thereto, nothing shall have occurred since April 28, 1996 (and
neither the Banks nor the Agent shall have become aware of any facts or
conditions not previously known or as disclosed in the Registration Statement)
which (a) has, or could reasonably be expected to have, a material adverse
effect on the rights or remedies of the Banks or the Agent, or on the ability of
any Credit Party to perform its obligations to them hereunder or under any other
Credit Document or (b) has, or could reasonably be expected to have, a Material
Adverse Effect.

5.07 LITIGATION. At the time of each Credit Event and after giving
effect thereto, there shall be no actions, suits or proceedings pending or
threatened (a) with respect to this Agreement or any other Document or the
Transaction or (b) which could reasonably be expected to (i) have a Material
Adverse Effect or (ii) have a material adverse effect on the Transaction, the
rights or remedies of the Banks or the Agent hereunder or under any other Credit
Document or on the ability of any Credit Party to perform its respective
obligations to the Banks or the Agent hereunder or under any other Credit
Document.

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

5.09 CONSUMMATION OF THE TRANSACTION. On the Initial Borrowing Date,
the Company shall have consummated the Transaction on terms, and pursuant to
documentation, in form and substance reasonably satisfactory to the Agent.

5.10 EXISTING CREDIT AGREEMENT. (a) On the Initial Borrowing Date,
the commitments under the Existing Credit Agreement shall have been terminated,
all loans thereunder shall have been repaid in full, together with all accrued
and unpaid interest thereon, all accrued and unpaid fees thereon shall have been
repaid in full, all letters of credit issued thereunder shall have been
terminated or incorporated hereunder as Letters of Credit, and all other amounts
then owing pursuant to the Existing Credit Agreement shall have been repaid in
full.

(b) On the Initial Borrowing Date, all security interests and Liens
created under the Existing Credit Agreement and the related security documents
on the capital stock of, and assets (including intercompany notes) owned by, the
Company and its Subsidiaries shall have been terminated and released, and the
Agent shall have received all such releases as may have been requested by the
Agent, which releases shall be in the form and substance reasonably satisfactory
to the Agent.

(c) The Agent shall have received evidence from the lenders under the
Existing Credit Agreement in form, scope and substance reasonably satisfactory
to it that the matters set forth in this Section 5.10(a) and (b) have been
satisfied at such time.

5.11 SECURITY DOCUMENTS. (a) On the Initial Borrowing Date, each
Credit Party shall have duly authorized, executed and delivered a Pledge
Agreement in the form of EXHIBIT F (as modified, amended or supplemented from
time to time in accordance with the terms thereof and hereof, the "Pledge
Agreement") and shall have delivered to the Collateral Agent, as pledgee
thereunder, all of the Pledged Securities referred to therein (which, in the
case of a Foreign Subsidiary that is not a Guarantor, shall equal 65% of its
outstanding capital stock), endorsed in blank in the case of promissory notes or
accompanied by executed and undated stock powers in the case of capital stock,
and the Pledge Agreement shall be in full force and effect.

(b) On the Initial Borrowing Date, each Credit Party shall have duly
authorized, executed and delivered a Security Agreement in the form of EXHIBIT G
(as modified, amended or supplemented from time to time in accordance with the
terms thereof and hereof, the "Security Agreement") covering all of the Security
Agreement Collateral, together with:

(A) executed copies of Financing Statements (Form UCC-1) or
appropriate local equivalent in appropriate form for filing under the UCC
or appropriate local equivalent of each jurisdiction as may be necessary to
perfect the security interests purported to be created by the Security
Agreement;

(B) certified copies of Requests for Information or Copies (Form
UCC-11), or equivalent reports, each of a recent date listing all effective
financing statements that name the Company or any of its Domestic
Subsidiaries as debtor and that are filed in the jurisdictions referred to
in clause (A) above, together with copies of such financing statements that
name the Company or any of its Domestic Subsidiaries as debtor (none of
which shall cover the Collateral except (x) those with respect to which
appropriate termination statements executed by the secured lender
thereunder have been delivered to the Agent and (y) to the extent
evidencing Permitted Liens);

(C) evidence of the completion of all other recordings and filings
of, or with respect to, the Security Agreement as may be necessary or, in
the reasonable opinion of the Collateral Agent, desirable, to perfect the
security interests purported to be created by the Security Agreement; and

(D) evidence that all other actions necessary or, in the reasonable
opinion of the Collateral Agent, desirable, to perfect the security
interests purported to be created by the Security Agreement have been
taken;

and the Security Agreement shall be in full force and effect.

5.12 PAYMENT OF FEES. On or before the Initial Borrowing Date and
thereafter at the time of each Credit Event and after giving effect thereto, all
costs, fees and expenses, and all other compensation contemplated by this
Agreement or any other agreement with the Agent, the Documentation Agent or any
Bank, due to the Agent, the Documentation Agent or the Banks (including, without
limitation, legal fees and expenses) shall have been paid to the extent then
due.

5.13 CONDITIONS RELATING TO MORTGAGED REAL PROPERTIES. On or prior to
the Initial Borrowing Date, the Company and each Subsidiary Guarantor shall have
caused to be delivered to the Collateral Agent, on behalf of the Banks, the
following documents and instruments:

(i) a Mortgage encumbering each Mortgaged Real Property in favor
of the Collateral Agent, for the benefit of the Banks, duly executed and
acknowledged by the Company or the Subsidiary Guarantor that is the owner
of or holder of an interest in such Mortgaged Real Property, and otherwise
in form for recording in the recording office of each political subdivision
or foreign jurisdiction where each such Mortgaged Real Property is
situated, together with such certificates, affidavits, questionnaires or
returns as shall be required in connection with the recording or filing
thereof to create a lien under applicable law, and such

UCC-1 financing statements and other similar statements as are contemplated
by the counsel opinions described in Section 5.04 in respect of such
Mortgage, all of which shall be in form and substance reasonably
satisfactory to the Collateral Agent, and any other instruments necessary
to grant a mortgage lien under the laws of any applicable jurisdiction,
which Mortgage and financing statements and other instruments shall be
effective to create a first priority Lien on such Mortgaged Real Property
subject to no Liens other than Prior Liens applicable to such Mortgaged
Real Property;

(ii) with respect to each Mortgaged Real Property, such
consents, approvals, amendments, supplements, estoppels, tenant
subordination agreements or other instruments as necessary or required to
consummate the transactions contemplated hereby or as shall reasonably be
deemed necessary by the Collateral Agent in order for the owner or holder
of the fee interest constituting such Mortgaged Real Property to grant the
Lien contemplated by the Mortgage with respect to such Mortgaged Real
Property;

(iii) with respect to each Mortgage, a policy (or commitment to
issue a policy) of title insurance insuring (or committing to insure) the
Lien of such Mortgage as a valid first priority Lien on the real property
and fixtures described therein in an amount not less than 115% of the fair
market value thereof which policy (or commitment) shall (a) be issued by
the Title Company, (b) include such reinsurance arrangements (with
provisions for direct access) as shall be reasonably acceptable to the
Collateral Agent, (c) contain a "tie-in" or "cluster" endorsement (if
available under applicable law) (I.E., policies which insure against losses
regardless of location or allocated value of the insured property up to a
stated maximum coverage amount), (d) have been supplemented by such
endorsements (or where such endorsements are not available, opinions of
special counsel, architects or other professionals reasonably acceptable to
the Collateral Agent to the extent that such opinions can be obtained at a
cost which is reasonable with respect to the value of the Real Property
subject to such Mortgage) as shall be reasonably requested by the
Collateral Agent (including, without limitation, endorsements on matters
relating to usury, first loss, last dollar, zoning, contiguity, revolving
credit doing business non-imputation, public road access, survey, variable
rate and so-called comprehensive coverage over covenants and restrictions)
and (e) contain no exceptions to title other than exceptions for the Prior
Liens applicable to such Mortgaged Real Property;

(iv) with respect to each Mortgaged Real Property, a Survey;

(v) with respect to each Mortgaged Real Property, policies or
certificates of insurance as required by the Mortgage relating thereto,
which policies or certificates shall comply with the insurance requirements
contained in such Mortgage;

(vi) with respect to each Real Property and each Mortgaged Real
Property, UCC, judgment and tax lien searches confirming that the personal
property comprising a part of such Real Property or Mortgaged Real Property
is subject to no Liens other than Prior Liens;

(vii) with respect to each Mortgaged Real Property, such
affidavits, certificates, information (including financial data) and
instruments of indemnification (including, without limitation, a so-called
"gap" indemnification) as shall be required to induce the Title Company to
issue the policy or policies (or commitment) and endorsements contemplated
in subparagraph (iii) above;

(viii) evidence acceptable to the Collateral Agent of payment by
the Company of all title insurance premiums, search and examination
charges, survey costs and related charges, mortgage recording taxes, fees,
charges, costs and expenses required for the recording of the Mortgages and
issuance of the title insurance policies referred to in subparagraph (iii)
above;

(ix) with respect to each Mortgaged Real Property, copies of
all Leases, subleases, leases in which the Company or a Subsidiary
Guarantor holds the tenant's interest or other agreements relating to
possessory interests. To the extent any of the foregoing affect any
Mortgaged Real Property, such agreement shall be subordinate to the Lien of
the Mortgage to be recorded against such Mortgaged Real Property, either
expressly by its terms or pursuant to a subordination, non-disturbance and
attornment agreement, and shall otherwise be acceptable to the Collateral
Agent;

(x) with respect to each Mortgaged Real Property, an officer's
certificate or other evidence satisfactory to the Collateral Agent that as
of the date thereof there (a) has been issued and is in effect a valid and
proper certificate of occupancy or local or foreign equivalent for the use
then being made of such Mortgaged Real Property (or that none is required
under law) and that there is not outstanding any citation, violation or
similar notice indicating that such Mortgaged Real Property contains
conditions which are not in compliance with local or foreign codes or
ordinances relating to building or fire safety or structural soundness, (b)
has not occurred any Taking or Destruction of any Mortgaged Real Property
and (c) are no disputes regarding boundary lines, location, encroachment or
possession of such

Mortgaged Real Property and no state of facts existing which could
reasonably be expected to give rise to any such claim.

5.14 EXISTING INDEBTEDNESS AGREEMENTS; TAX ALLOCATION AGREEMENTS, ETC.
On or prior to the Initial Borrowing Date, there shall have been delivered to
the Agent copies, certified as true and correct by an appropriate officer of the
Company, of:

(a) all agreements evidencing or relating to the Existing
Indebtedness that are to remain in effect after giving effect to the
consummation of the Transaction (collectively, the "Existing Indebtedness
Agreements");

(b) any tax sharing or tax allocation agreements entered into, or to
be entered into, by the Company or any of its Subsidiaries (collectively,
the "Tax Allocation Agreements"); and

(c) all agreements and documents relating to the Transaction,
including, without limitation, the certificate of designation relating to
the Superior Preferred Stock (collectively, the "Transaction Documents");

all of which agreements and documents shall be (x) in form and substance
satisfactory to the Agent and (y) in full force and effect on the Initial
Borrowing Date.

5.15 SOLVENCY CERTIFICATE; EVIDENCE OF INSURANCE. On the Initial
Borrowing Date, the Agent shall have received:

(a) (i) a solvency opinion from ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, in form and
substance satisfactory to the Agent, and (ii) one or more solvency
certificates in the form of EXHIBIT I from the chief financial officer of
the Company and of each Guarantor and dated the Initial Borrowing Date, in
each case, addressed to the Agent, the Documentation Agent and each Bank,
and reciting that, both prior to and after giving effect to the Transaction
and the incurrence of all financings contemplated herein, the Company and
each of its Subsidiaries (on a stand-alone basis) are not and will not be
rendered insolvent or inadequately capitalized for the respective
businesses they intend to conduct and have not and will not have incurred
debts beyond their ability to pay as they mature and that, upon
consummation of the Transaction, (x) the total assets of Superior exceeds
the amount necessary to pay all of its liabilities and, unless otherwise
provided by the Superior certificate of incorporation, to pay any
distribution preference on any outstanding preferred stock upon dissolution
and (y) the amount by which the total assets of the Company and DNE exceeds
and will exceed its liabilities is no less than their respective stated
capital; and that neither the Company nor any of its Subsidiaries is
entering into the

Transaction with the intent to hinder, delay or defraud any creditor of the
Company or any of its Subsidiaries; and

(b) evidence of insurance complying with the requirements of Section
7.03 for the business and properties of the Company and its Subsidiaries,
in scope, form and substance reasonably satisfactory to the Agent and
naming the Collateral Agent as an additional insured and/or loss payee, and
stating that such insurance shall not be cancelled or revised without at
least 30 days' (or 10 days' in the case of non-payment of premium) prior
written notice by the insurer to the Collateral Agent.

5.16 PRO FORMA BALANCE SHEET. On or prior to the Initial Borrowing
Date, there shall have been delivered to the Agent an unaudited PRO FORMA
consolidated balance sheet of the Company and its Subsidiaries as of July 28,
1996 after giving effect to the Transaction and the borrowings to occur on the
Initial Borrowing Date and prepared in accordance with GAAP, together with a
related funds flow statement, which PRO FORMA balance sheets and funds flow
statement shall be reasonably satisfactory in form and substance to the Agent
and the Required Banks.

5.17 PROJECTIONS. On or prior to the Initial Borrowing Date, the
Banks shall have received the financial projections dated August 29, 1996 (the
"Projections"), which include the projected consolidated and consolidating
results of the Company and its Subsidiaries for at least the five fiscal years
ended after the Initial Borrowing Date.

5.18 CONSENT SOLICITATION. On or prior to the Initial Borrowing Date,
the consent solicitation with respect to the Alpine Senior Secured Notes shall
have been consummated in accordance with the terms of the Consent Solicitation
dated August 29, 1996 and the related amendments to such Senior Secured Notes
shall have become effective, which amendments shall include an amendment that
the Company and its Subsidiaries are Unrestricted Subsidiaries for all purposes
of such Notes.

5.19 CONSENT OF THE CONNECTICUT DEVELOPMENT AUTHORITY. On or prior to
the Initial Borrowing Date, the Connecticut Development Authority shall consent
to the Transaction and the execution, delivery and performance by the Credit
Parties of the Credit Documents including changing all references to the
Existing Credit Agreement in the loan agreement between DNE and the Connecticut
Development Authority to the Credit Documents.

5.20 NOTICE OF BORROWING; LETTER OF CREDIT REQUEST. The Agent shall
have received a Notice of Borrowing satisfying the requirements of Section 1.03
with respect to each incurrence of Loans; and the Agent and the Letter of Credit
Issuer shall have received a Letter of Credit Request satisfying the

requirements of Section 2.02 with respect to each issuance of a Letter of
Credit.

The acceptance of the benefits of each Credit Event shall constitute a
representation and warranty by each Credit Party to the Agent and each of the
Banks that all of the applicable conditions specified above exist as of the date
of such Credit Event. All of the certificates, legal opinions and other
documents and papers referred to in this Section 5, unless otherwise specified,
shall be delivered to the Agent at its Notice Office for the account of each of
the Banks and, except for the Notes, in sufficient counterparts for each of the
Banks and shall be reasonably satisfactory in form and substance to the Agent
and the Required Banks.

SECTION 6. REPRESENTATIONS, WARRANTIES AND AGREEMENTS. In order to
induce the Banks to enter into this Agreement and to make the Loans and issue
and/or participate in the Letters of Credit provided for herein, the Company
makes the following representations, warranties and agreements with the Banks
(in each case after giving PRO FORMA effect to the Transaction including the
repayment of Indebtedness under the Existing Credit Agreement to the extent it
occurs on the Initial Borrowing Date and (other than with respect to scheduling
consents required or necessary) the receipt of all required or necessary
consents to the extent that they have been received and are effective on and
after the Initial Borrowing Date), all of which shall survive the execution and
delivery of this Agreement, the making of the Loans and the issuance of the
Letters of Credit (with the occurrence of each Credit Event being deemed to
constitute a representation and warranty that the matters specified in this
Section 6 are true and correct in all material respects on and as of the date of
each such Credit Event, 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):

6.01 CORPORATE STATUS. Each of the Company and each of its
Subsidiaries (i) is a duly organized and validly existing corporation in good
standing under the laws of the jurisdiction of its organization, (ii) has the
requisite corporate power and authority to own its property and assets and to
transact the business in which it is engaged and presently proposes to engage
and (iii) is duly qualified and is authorized to do business and is in good
standing in all jurisdictions where it is required to be so qualified and where
the failure to be so qualified would have a Material Adverse Effect.

6.02 CORPORATE POWER AND AUTHORITY. Each Credit Party has the
requisite corporate power and authority to execute, deliver and carry out the
terms and provisions of the Credit Documents to which it is a party and has
taken all necessary corporate action to authorize the execution, delivery and

performance of the Credit Documents to which it is a party. Each Credit Party
has duly executed and delivered each Credit Document to which it is a party and
each such Credit Document constitutes the legal, valid and binding obligation of
such 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 similar laws generally affecting
creditors' rights and by equitable principles (regardless of whether enforcement
is sought in equity or at law).

6.03 NO VIOLATION. Neither the execution, delivery or performance by
any Credit Party of the Credit Documents to which it is a party nor compliance
by any Credit Party with the terms and provisions thereof, nor the consummation
of the transactions contemplated herein or therein, (i) will contravene any
applicable provision of any law, statute, rule or regulation, or any order,
writ, injunction or decree of any court or governmental instrumentality, (ii)
will conflict or be inconsistent with 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 Security 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 Subsidiaries pursuant to the
terms of any indenture, mortgage, deed of trust, loan agreement, credit
agreement or any other material agreement or instrument to which the Company or
any of its 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 Certificate of Incorporation or By-Laws of the Company or any
of its Subsidiaries.

6.04 LITIGATION. There are no actions, suits or proceedings pending
or, to the knowledge of the Company or any of its Subsidiaries, threatened, with
respect to the Company or any of its Subsidiaries (i) that are likely to have a
Material Adverse Effect, except as set forth on Schedule 6.04, or (ii) that
could reasonably be expected to have a material adverse effect on the rights or
remedies of the Agent or the Banks or on the ability of any Credit Party to
perform its respective obligations to the Agent or the Banks hereunder and under
the other Credit Documents to which it is, or will be, a party. Additionally,
there does not exist any judgment, order or injunction prohibiting or imposing
material adverse conditions upon the occurrence of any Credit Event.

6.05 USE OF PROCEEDS; MARGIN REGULATIONS. (a) The proceeds of the
Loans shall be utilized (I) on the Initial Borrowing Date to (i) consummate the
Transaction and (ii) pay fees and expenses in connection with the Transaction;
provided that such borrowings on the Initial Borrowing Date shall not exceed
$154,700,000 (or the Target Amount if the Initial Public

Offering has occurred on or before the Initial Borrowing Date) and (II) on and
after the Initial Borrowing Date provide (subject to the terms and conditions
contained in the Credit Documents) for the general corporate purposes of the
Company and its Subsidiaries.

(b) Neither the making of any Loan, nor the use of the proceeds
thereof, will violate the provisions of Regulation G, T, U or X of the Board of
Governors of the Federal Reserve System and no part of the proceeds of any Loan
will be used to purchase or carry any Margin Stock or to extend credit for the
purpose of purchasing or carrying any Margin Stock.

6.06 GOVERNMENTAL APPROVALS. Except for filings with applicable
governmental authority contemplated by the Security Documents, all of which
shall be made in accordance with such Security Documents, 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 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.

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

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

6.09 TRUE AND COMPLETE DISCLOSURE. All factual information (taken as
a whole) (which term shall not include, for purposes of this Section 6.09, the
Projections or PRO FORMA information delivered in connection herewith)
heretofore or contemporaneously furnished by or on behalf of the Company or any
of its Subsidiaries in writing to the Agent or any Bank (including, without
limitation, all information contained in the Credit Documents) for purposes of
or in connection with the Credit Documents or any transaction contemplated
therein is, and all other such factual information (taken as a whole) hereafter
furnished by or on behalf of any such Persons in writing to the Agent or any
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.

6.10 FINANCIAL CONDITION; FINANCIAL STATEMENTS. (a) On and as of the
Initial Borrowing 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 each Credit Party in connection therewith, (x)
the sum of the assets, at a fair valuation (I.E., the amount that may be
realized within a reasonable time, considered to be six months to one year,
either through collection or sale at the regular market value, conceiving the
latter as the amount that would be obtained for such assets within such period
by a capable and diligent businessman from an interested buyer who is willing to
purchase under ordinary selling conditions), of each of the Company and its
Subsidiaries (on a consolidated basis) and the Company (on a stand-alone basis)
will exceed its debts, (y) each Credit Party has not incurred nor intended to,
nor believes that it will, incur debts beyond its ability to pay such debts as
such debts mature and (z) each Credit Party will have sufficient capital with
which to conduct its business. For purposes of this Section 6.10, "debt" means
any liability on a claim, and "claim" means (i) 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 (ii) 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; PROVIDED that to the extent any such "claim"
is not fixed, the amount thereof shall equal the Company's good faith estimate
of the maximum amount thereof.

(b) The annual and interim financial statements included in the
Registration Statement (both as to the Company and as to its Subsidiaries on a
combined basis) (including statements of income and cash flows and changes in
shareholders' equity), present fairly in all material respects the financial
condition of the relevant Persons at the dates of said statements and the
results for the periods covered thereby. All such financial statements have
been prepared in accordance with GAAP consistently applied and the financial
statements as of and for the fiscal years have been audited by and accompanied
by the opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, independent public accountants.

(c) Since April 28, 1996, nothing has occurred that has had or could
reasonably be expected to have a Material Adverse Effect.

(d) Except as fully reflected in the financial statements described
in Section 6.10(b) and the Indebtedness incurred under this Agreement and except
as set forth in Schedule 6.10 hereto, (i) there were as of the Initial Borrowing
Date (and after giving effect to any Loans made on such date), no liabilities or
obligations (excluding obligations or liabilities incurred in the ordinary
course of business, which, individually

or in the aggregate, could not reasonably be expected to have a Material Adverse
Effect) with respect to the Company or any of its Subsidiaries of any nature
whatsoever (whether absolute, accrued, contingent or otherwise and whether or
not due), and (ii) neither the Company nor any of its Subsidiaries knows of any
basis for the assertion against the Company or any of its Subsidiaries of any
such liability or obligation which, either individually or in the aggregate,
has, or could be reasonably likely to have, a Material Adverse Effect.

(e) The PRO FORMA information contained in the Registration Statement
and the Projections are based on good faith estimates and assumptions made by
the management of the Company, and on the Initial Borrowing Date such management
believes that the Projections and such PRO FORMA information were reasonable
and, in the case of the Projections, attainable under the facts and
circumstances known to management of the Company, it being recognized by the
Banks, however, that projections as to future events are not to be viewed as
facts and that the actual results during the period or periods covered by the
Projections may differ from the projected results and that the differences could
be material. There is no fact known to the Company or any of its Subsidiaries
which would have a Material Adverse Effect which has not been disclosed herein
or in such other documents, certificates and statements furnished to the Banks
for use in connection with the transactions contemplated hereby.

6.11 SECURITY INTERESTS. On and after the Initial Borrowing Date,
each of the Security Documents creates (or after the execution and delivery
thereof and, where applicable, filing and/or recording thereof will create), as
security for the Obligations, 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, and subject to no Liens other than
Prior Liens and Liens permitted under the Security Documents. No filings or
recordings are required in order to perfect the security interests created under
any Security Document except for filings or recordings required in connection
with any such Security Document which shall have been made on or prior to the
Initial Borrowing Date as contemplated by Section 5.11(b) or on or prior to the
execution and delivery thereof as contemplated by Sections 7.11 and 8.14.

6.12 TRANSACTION. At the time of consummation of the Transaction, all
consents and approvals of, and filings and registrations with, and all other
actions in respect of, all governmental agencies, authorities or
instrumentalities required to make or consummate the Transaction shall have been
obtained, given, filed or taken or waived and are or will be in full force and
effect (or effective judicial relief with respect thereto has been obtained)
except where the failure to obtain, give, file, or take would not reasonably be
expected to have a Material Adverse Affect. All applicable waiting periods with
respect thereto have

or, prior to the time when required, will have, expired without, in all such
cases, any action being taken by any competent authority which restrains,
prevents, or imposes material adverse conditions upon the Transaction.
Additionally, there does not exist any judgment, order or injunction prohibiting
or imposing material adverse conditions upon the Transaction, or the occurrence
of any Credit Event or the performance by the Company and its Subsidiaries of
their obligations under the Documents and all applicable laws. The Transaction
has been consummated in accordance with the respective Documents and all
applicable laws.

6.13 COMPLIANCE WITH ERISA. (a) The Company, its respective
Subsidiaries and its respective ERISA Affiliates are in compliance with all
applicable provisions of ERISA and the Code and the published regulations and
interpretations thereunder with respect to all employee benefit plans (as
defined in Section 3(3) of ERISA); no Reportable Event has occurred with respect
to a Plan; no Plan is insolvent or in reorganization; no Plan has an Unfunded
Current Liability; no Plan has an accumulated or waived funding deficiency, has
permitted decreases in its funding standard account or has applied for a waiver
of the minimum funding standard or 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 and a Foreign Pension Plan have been timely made;
neither the Company nor any Subsidiary of the Company nor any ERISA Affiliate
has incurred any 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 reasonably expects to
incur any liability (including any indirect, contingent or secondary liability)
under any of the foregoing Sections with respect to any Plan (other than
liabilities of any ERISA Affiliate which could not, by operation of law or
otherwise, become a liability of the Company or any of its Subsidiaries); no
proceedings have been instituted to terminate, or to appoint a trustee to
administer, any Plan; no condition exists which presents a material risk to the
Company or any Subsidiary of the Company or any ERISA Affiliate of incurring a
liability to or on account of a Plan pursuant to the foregoing provisions of
ERISA and the Code; using actuarial assumptions and computation methods
consistent with subpart 1 of subtitle E of Title IV of ERISA, the aggregate
liabilities of the Company and its Subsidiaries and its ERISA Affiliates to all
Multiemployer Plans 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, singly or in the aggregate, result
in a Material Adverse Effect; 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 reasonably 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,
singly or in the aggregate, to have a Material Adverse Effect.

(b) Each Foreign Pension Plan has been maintained in compliance with
its terms and with the requirements of any and all applicable laws, statutes,
rules, regulations and orders and has been maintained, where required, in good
standing with applicable regulatory authorities. Neither the Company nor any of
its Subsidiaries has incurred any obligation in connection with the termination
of or withdrawal from any Foreign Pension Plan. The present value of the
accrued benefit liabilities (whether or not vested) under each Foreign Pension
Plan which is funded, determined as of the end of the most recently ended fiscal
year of the Company on the basis of actuarial assumptions, each of which is
reasonable, did not exceed the current value of the assets of such Foreign
Pension Plan, and for each Foreign Pension Plan which is not funded, the
obligations of such Foreign Pension Plan are properly accrued.

(c) Notwithstanding the foregoing, the representations, warranties
and agreements contained in this Section 6.13 are qualified such that a breach
or failure thereof shall not be treated as such unless the circumstances of such
breach or failure have resulted in or are reasonably expected to result in
either (i) a Material Adverse Effect or (ii) the imposition of a lien on the
assets of the Company or any Subsidiary.

6.14 CAPITALIZATION. On the Initial Borrowing Date, the authorized
capital stock of the Company shall consist of (i) 25,000,000 shares of common
stock, $.01 par value per share (the "Company Common Stock"), and (ii) 1,000,000
shares of preferred stock, $.01 par value per share, none of which shares of
preferred stock shall be issued and outstanding. All outstanding shares of the
Company Common Stock have been duly and validly issued, and are fully paid and
nonassessable. The Company does not have outstanding any securities convertible
into or exchangeable for its capital stock or outstanding any rights to
subscribe for or to purchase, or any options for the purchase of, or any
agreement providing for the issuance (contingent or otherwise) of, or any calls,
commitments or claims of any character relating to, its capital stock except for
options to purchase the Company Common Stock issued or to be issued to certain
officers, employees and directors and consultants of the Company and its
Subsidiaries.

6.15 SUBSIDIARIES. On and as of the Initial Borrowing Date and after
giving effect to the consummation of the Transaction, the Company has no
Subsidiaries other than those Subsidiaries listed on Annex VI. Annex VI
correctly sets forth, as of the Initial Borrowing Date and after giving effect
to the

Transaction, the percentage ownership (direct and indirect) of the Company in
each class of capital stock of each of its Subsidiaries and also identifies the
direct owner thereof.

6.16 INTELLECTUAL PROPERTY. Each of the Company and each of its
Subsidiaries owns or holds a valid license to use all the material patents,
trademarks, permits, service marks, trade names, technology, know-how and
formulas or other rights with respect to the foregoing, free from restrictions
that are materially adverse to the use thereof, that are used in the operation
of the business of the Company and each of its Subsidiaries as presently
conducted.

6.17 COMPLIANCE WITH STATUTES, ETC. Each of the Company and each of
its Subsidiaries is in compliance 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 (PROVIDED, HOWEVER, that this Section 6.17 does not apply to (i)
compliance with respect to Environmental Laws, as to which no representation is
made in this Section 6.17, but which is covered by Section 6.18 hereof, (ii)
compliance with respect to Taxes, as to which no representation is made in this
Section 6.17, but which is covered by Section 6.21 hereof, (iii) compliance with
respect to ERISA, as to which no representation is made in this Section 6.17,
but which is covered by Section 6.13 hereof, and (iv) compliance with respect to
labor relations matters, as to which no representation is made in this Section
6.17, but which is covered by Section 6.20), except such non-compliance as is
not likely to, individually or in the aggregate, have a Material Adverse Effect.

6.18 ENVIRONMENTAL MATTERS. Except as set forth in Schedule 6.18: (a)
Each of the Company and each of its Subsidiaries, and their respective
businesses and Real Property, has complied with, and on the date of each Credit
Event is in compliance with, all applicable Environmental Laws and the
requirements of any permits, licenses or other authorizations issued under such
Environmental Laws. There are no pending or past or, to the best knowledge of
the Company and its Subsidiaries, threatened Environmental Claims against the
Company or any of its Subsidiaries or any Real Property currently or formerly
owned or operated by the Company or any of its Subsidiaries. There are no
facts, circumstances, conditions or occurrences on any Real Property currently
or formerly owned or operated by the Company or any of its Subsidiaries or, to
the best knowledge of the Company and its Subsidiaries, on any property
adjoining or in the vicinity of any such Real Property that would reasonably be
expected (i) to form the basis of an Environmental Claim against the Company or
any of its Subsidiaries or any such Real Property or (ii) to cause any such Real
Property to be subject to any restrictions on the ownership, occupancy, use or
transferability of such Real Property by the

Company or any of its Subsidiaries under any applicable Environmental Law.

(b) Except as set forth in Schedule 6.18, Hazardous Materials have
not at any time been generated, used, treated or stored on, or transported to or
from, any Real Property currently or formerly owned or operated by the Company
or any of its Subsidiaries where such generation, use, treatment or storage has
violated or could reasonably be expected to violate any Environmental Law.
Hazardous Materials have not at any time been Released on or from any Real
Property currently or formerly owned or operated by the Company or any of its
Subsidiaries. There are not now any underground storage tanks or related piping
located on any Real Property currently or formerly owned or operated by the
Company or any of its Subsidiaries.

(c) Notwithstanding anything to the contrary in this Section 6.18,
the representations made in this Section 6.18 shall only be untrue if either the
individual or aggregate effect of all conditions, failures, noncompliances,
Environmental Claims, Releases and presence of underground storage tanks or
related piping, in each case of the types described above, could reasonably be
expected to have a Material Adverse Effect.

6.19 PROPERTIES. All Real Property owned by the Company or any of its
Subsidiaries and all material Leaseholds leased by the Company or any of its
Subsidiaries, in each case as of the Initial Borrowing Date and after giving
effect to the Transaction, and the nature of the interest therein, is correctly
set forth in Annex IV. Each of the Company and each of its Subsidiaries has
good and marketable title to, or a validly subsisting leasehold interest in, all
material properties owned or leased by it, including all Real Property reflected
in Annex IV or in the financial statements referred to in Section 6.10(b), free
and clear of all Liens, other than Liens which are (x) in the case of Mortgaged
Real Property, Prior Liens and Liens permitted by the applicable Mortgage and
(y) in the case of other Real Property, Permitted Liens.

6.20 LABOR RELATIONS. Neither the Company nor any of its
Subsidiaries is engaged in any unfair labor practice that could reasonably be
expected to have a Material Adverse Effect. There is (i) no unfair labor
practice complaint pending against the Company or any of its Subsidiaries or
threatened against any of them, before the National Labor Relations Board, and
no grievance or arbitration proceeding arising out of or under any collective
bargaining agreement is so pending against the Company or any of its
Subsidiaries or, to the best knowledge of the Company, threatened against any of
them, (ii) no strike, labor dispute, slowdown or stoppage pending against the
Company or any of its Subsidiaries or threatened against the Company or any of
its Subsidiaries and (iii) no union representation question existing with
respect to the employees of the Company or any of

its Subsidiaries and no union organizing activities are taking place, except
(with respect to any matter specified in clause (i), (ii) or (iii) above, either
individually or in the aggregate) such as is not reasonably likely to have a
Material Adverse Effect.

6.21 TAX RETURNS AND PAYMENTS. All Federal, material state and other
material returns, statements, forms and reports for taxes (the "Returns")
required to be filed by or with respect to the income, properties or operations
of the Company and/or any of its Subsidiaries have been timely filed with the
appropriate taxing authority. The Returns accurately reflect all liability for
taxes of the Company and its Subsidiaries for the periods covered thereby. The
Company and each of its Subsidiaries have paid all taxes payable by them other
than immaterial taxes and other taxes which are not yet due and payable, and
other than taxes contested in good faith and for which adequate reserves have
been established in accordance with GAAP. Except as disclosed in the financial
statements referred to in Section 6.10(b), (a) there is no material action,
suit, proceeding, investigation, audit or claim now pending or threatened by any
authority regarding any taxes relating to the Company or any of its Subsidiaries
and (b) neither the Company nor any of its Subsidiaries (nor any other person on
their behalf or as part of a consolidated group) has entered into an agreement
or waiver or been requested to enter into an agreement or waiver extending any
statute of limitations relating to the payment or collection of taxes of the
Company or any of its Subsidiaries, or is aware of any circumstances that would
cause the taxable years or other taxable periods of the Company or any of its
Subsidiaries not to be subject to the normally applicable statute of
limitations. Neither the Company nor any of its Subsidiaries (nor any other
person on their behalf or as part of a consolidated group) has provided, with
respect to themselves or property held by them, any consent under Section 341 of
the Code. Neither the Company nor any of its Subsidiaries has incurred, or will
incur, any material tax liability in connection with the Transaction and the
other transactions contemplated hereby.

6.22 EXISTING INDEBTEDNESS. Annex VII sets forth a true and complete
list of all Indebtedness of the Company and its Subsidiaries (other than
Indebtedness which in the aggregate does not exceed $100,000) as of the Initial
Borrowing Date and which is to remain outstanding after giving effect to the
Transaction and the incurrence of Loans on such date (excluding the Loans and
the Letters of Credit, the "Existing Indebtedness"), in each case showing the
aggregate principal amount thereof and the name of the respective borrower and
any other entity which directly or indirectly guaranteed such debt.

SECTION 7. AFFIRMATIVE COVENANTS. The Company hereby covenants and
agrees that as of the Initial Borrowing Date and thereafter for so long as this
Agreement is in effect and until

the Total Revolving Loan Commitment has terminated, no Letters of Credit (other
than Letters of Credit, together with all Fees that have accrued and will accrue
thereon through the stated termination date of such Letters of Credit, which
have been supported in a manner satisfactory to the Letter of Credit Issuer in
its sole and absolute discretion) or Notes are outstanding and the Loans and
Unpaid Drawings, together with interest, Fees and all other Obligations (other
than any indemnities described in Section 12.13 which are not then due and
payable) incurred hereunder, are paid in full:

7.01 INFORMATION COVENANTS. The Company will furnish to each Bank:

(a) MONTHLY REPORTS. Within 30 days after the end of each fiscal
month of the Company (other than the end of a fiscal quarter or fiscal
year), the consolidated and consolidating balance sheet of the Company and
its Subsidiaries as at the end of such fiscal month and the related
consolidated and consolidating statements of income and statements of cash
flows for such fiscal month and for the elapsed portion of the fiscal year
ended with the last day of such fiscal month, in each case setting forth
comparative figures for the corresponding periods in the prior fiscal year
(sales to be broken down by outside plant cable, outside plant wire,
premise wire and fiber/ coax cable and total military and
commercial/governmental sales) and comparable budgeted figures for the
current fiscal month and year-to-date results, all of which shall be
certified by the chief financial officer or other Authorized Officer of the
Company, subject to normal year-end audit adjustments and the absence of
footnotes.

(b) QUARTERLY FINANCIAL STATEMENTS. Within 45 days after the close
of each of the first three quarterly accounting periods in each fiscal year
of the Company, the consolidated and consolidating balance sheet of the
Company and its Subsidiaries as at the end of such quarterly accounting
period and the related consolidated and consolidating statements of income,
statements of changes in stockholders equity and statements of cash flows
for such quarterly accounting period and for the elapsed portion of the
fiscal year ended with the last day of such quarterly accounting period
(sales to be broken down by outside plant cable, outside plant wire,
premise wire and fiber/coax cable and total military and
commercial/governmental sales); all of which shall be in reasonable detail
and certified by the chief financial officer or other Authorized Officer of
the Company that they fairly present in all material respects the financial
condition of the Company and its Subsidiaries as of the dates indicated and
the results of their operations and changes in their cash flows for the
periods

indicated, subject to normal year-end audit adjustments and the absence of
footnotes.

(c) ANNUAL FINANCIAL STATEMENTS. Within 90 days after the close of
each fiscal year of the Company, the consolidated and consolidating balance
sheet of the Company and its Subsidiaries as at the end of such fiscal year
and the related consolidated and consolidating statements of income,
statements of changes in stockholders equity and statements of cash flows
(sales to be broken down by outside plant cable, outside plant wire,
premise wire and fiber/coax cable and total military and
commercial/governmental sales) for such fiscal year and setting forth
comparative consolidated figures for the preceding fiscal year and
comparable budgeted figures for the current fiscal year and (except for
such comparable budgeted figures and the sales breakdown referred to above)
certified (in the case of consolidated information) by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP
or such other independent certified public accountants of recognized
national standing as shall be reasonably acceptable to the Agent, in each
case to the effect that such statements fairly present in all material
respects the financial condition of the Company and its Subsidiaries as of
the dates indicated and the results of their operations and cash flows,
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
Subsidiaries, which audit was conducted in accordance with generally
accepted auditing standards, no Default or Event of Default which has
occurred and is continuing has come to their attention insofar as such
Default or Event of Default relates to financial and accounting matters or,
if such a Default or an Event of Default has come to their attention a
statement as to the nature thereof.

(d) BUDGETS, ETC. No more than 60 days after the commencement of
each fiscal year of the Company, budgets of and for the Company and its
Subsidiaries in reasonable detail for each of the four fiscal quarters of
such fiscal year and an annual budget for the immediately succeeding fiscal
year, in each case as customarily prepared by management for its internal
use setting forth, with appropriate discussion, the principal assumptions
upon which such budgets are based. Together with each delivery of
financial statements pursuant to Section 7.01(b) and (c), a comparison of
the current year to date financial results (other than in respect of the
balance sheets included therein) against the budgets required to be
submitted pursuant to this clause (d) shall be presented.

(e) OFFICER'S CERTIFICATES. At the time of the delivery of the
financial statements provided for in Section 7.01(b) and (c), a certificate
of the chief financial

officer or other Authorized Officer of the Company to the effect than no
Default or 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
and its Subsidiaries were in compliance with the provisions of Sections
8.04(d) and (i), 8.05(d), (g), (k) and (n), 8.06, 8.08, 8.09, 8.10 and
8.11, as at the end of such fiscal quarter or fiscal year, as the case may
be.

(f) NOTICE OF DEFAULT OR LITIGATION. Promptly, and in any event
within five Business Days (or 10 Business Days in the case of clause (y)
below) after any executive or senior officer of the Company obtains actual
knowledge thereof, notice of (x) the occurrence of any event which
constitutes a Default or an 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) the commencement of,
or threat of, any litigation or governmental proceeding pending against the
Company or any of its Subsidiaries which is reasonably likely to have a
Material Adverse Effect, or a material adverse effect on the ability of any
Credit Party to perform its respective obligations hereunder or under any
other Credit Document.

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

(h) ENVIRONMENTAL MATTERS. Promptly, and in any event, within five
Business Days after obtaining knowledge of any of the following (but only
to the extent that any of the following, either individually or in the
aggregate, could have a Material Adverse Effect), written notice of:

(i) any pending or threatened Environmental Claim against
the Company or any of its Subsidiaries or any Real Property currently
or formerly owned or operated by the Company or any of its
Subsidiaries;

(ii) any condition or occurrence on any Real Property
currently or formerly owned or operated by the Company or any of its
Subsidiaries that (x) results in material noncompliance by the Company
or any of its Subsidiaries with any applicable Environmental Law or
(y) could reasonably be anticipated to form the basis of an
Environmental Claim against the Company or any of its Subsidiaries or
any such Real Property;

(iii) any condition or occurrence on any Real Property
currently or formerly owned or operated by the Company or any of its
Subsidiaries that could reasonably be anticipated to cause such Real
Property to be subject to any material restrictions on the ownership,
occupancy, use or transferability by the Company or its Subsidiary, as
the case may be, of its interest in such Real Property under any
Environmental Law; and

(iv) the taking of any material removal, remedial
corrective or other response action in response to the actual or
alleged presence of any Hazardous Material on any Real Property
currently or formerly owned or operated by the Company or any of its
Subsidiaries.

All such notices shall describe in reasonable detail the nature of the
claim, investigation, condition, occurrence or removal, remedial,
corrective or other response action and the Company's response thereto. In
addition, the Company agrees to provide the Banks with copies of all
material written communications by or to the Company or any of its
Subsidiaries with or from any Person, government or governmental agency
relating to any of the matters set forth in clauses (i)-(iv) above, and
such detailed reports relating to any of the matters set forth in clauses
(i)-(iv) above as may reasonably be requested by the Agent or the Required
Banks.

(i) 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 Subsidiaries and copies of all financial statements, proxy
statements, notices and reports as the Company or any of its Subsidiaries
shall send generally to analysts or the holders of their capital stock in
their capacity as such holders (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.

7.02 BOOKS, RECORDS AND INSPECTIONS. The Company will, and will cause
each of its Subsidiaries to, permit, upon notice to the chief financial officer
or other Authorized Officer of the Company, 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 Subsidiaries in
whomsoever's possession, and to examine the books of account of the Company and
of any of its Subsidiaries and discuss the affairs, finances and accounts of the
Company and of any of its Subsidiaries with, and be advised as to the same by,
their officers and independent accountants, all at such reasonable

times and intervals and to such reasonable extent as the Agent or the Required
Banks may desire.

7.03 INSURANCE. The Company will, and will cause each of its
Subsidiaries to, at all times maintain in full force and effect insurance with
reputable and solvent insurance carriers in such amount, covering such risks and
liabilities and with such deductibles or self-insured retentions as are in
accordance with normal industry practice and as required pursuant to the
Security Documents. The Company will furnish to the Agent on the Initial
Borrowing Date and on each such later date as the Agent or the Required Banks
may reasonably request a summary of the insurance carried in respect of the
Company and its Subsidiaries and the assets of the Company and its Subsidiaries
together with certificates of insurance and other evidence of such insurance, if
any, naming the Collateral Agent as an additional insured and/or loss payee as
required pursuant to the Security Documents.

7.04 PAYMENT OF TAXES. The Company will pay and discharge, and will
cause each of its Subsidiaries to pay and discharge, all 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 material
penalties attach thereto, and all lawful claims for sums that have become due
and payable which, if unpaid, might become a Lien not otherwise permitted under
Section 8.03(a) or charge upon any properties of the Company or any of its
Subsidiaries; PROVIDED that neither the Company nor any of its Subsidiaries
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 with respect thereto in accordance with GAAP.

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

7.06 COMPLIANCE WITH STATUTES, ETC. The Company will, and will cause
each of its Subsidiaries 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 (PROVIDED, HOWEVER, that this Section 7.06 does not
apply to applicable statutes, regulations, orders and restrictions relating to
environmental standards and controls, as to which no covenant is made in this
Section 7.06, but which are referred to in Section 7.07 hereof) except for such
noncompliance as would not, singly or in the aggregate, have a Material Adverse
Effect or a material adverse effect on the

ability of any Credit Party to perform its obligations under any Credit Document
to which it is a party.

7.07 COMPLIANCE WITH ENVIRONMENTAL LAWS. (a) The Company will pay,
and will cause each of its Subsidiaries to pay, all costs and expenses incurred
by it in keeping in compliance in all material respects with, and avoiding
liability under, all Environmental Laws, and will keep or cause to be kept all
Real Properties owned or operated by the Company or any of its Subsidiaries free
and clear of any Liens imposed pursuant to such Environmental Laws; and (b)
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 owned 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, where
the failure to comply with clause (a) above, either individually or in the
aggregate, could reasonably be expected to result in a material liability to the
Company or any Subsidiary of the Company or the failure to comply with clause
(b) above, either individually or in the aggregate, could reasonably be expected
to result in a Material Adverse Effect. If the Company or any of its
Subsidiaries, or any tenant or occupant of any Real Property owned or operated
by the Company or any of its Subsidiaries, causes or permits any intentional or
unintentional act or omission resulting in, or otherwise discovers, the presence
or Release of any Hazardous Material (except in compliance with applicable
Environmental Laws), the Company agrees to undertake, and/or to cause any of its
Subsidiaries, tenants or occupants to undertake, promptly and at their sole
expense, any clean up, investigation, removal, remedial, corrective or other
action required pursuant to Environmental Laws to investigate, remove or cleanup
any Hazardous Materials from any Real Property where the failure to do so,
either individually or in the aggregate, could reasonably be expected to result
in a material liability to the Company or any Subsidiary of the Company;
PROVIDED that neither the Company nor any of its Subsidiaries shall be required
to comply with any such order or directive which is being contested in good
faith and by proper proceedings so long as it has maintained adequate reserves
with respect to such compliance to the extent required in accordance with GAAP.

7.08 ERISA. As soon as possible and, in any event, within 30 days
after the Company knows or has reason to know of the occurrence of any of the
following events to the extent that one or more of such events is reasonably
likely to result in a material liability to the Company or any Subsidiary of the
Company, the Company will deliver to each of the Banks a certificate of the
chief financial officer or other Authorized Officer of the Company setting forth
details as to such occurrence and the action, if any, which 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 (as such term is
defined in Section 412(a) of the Code) has been incurred or an application is
reasonably 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 or Foreign Pension Plan has not been timely made; that a Plan has been
or is reasonably expected to 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 are reasonably
expected to 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 of the Company or any ERISA Affiliate will or is reasonably expected
to incur any material liability (including any 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, 502(i) or 502(l) of ERISA; or that the Company or any Subsidiary of
the Company has or is reasonably expected to incur any material liability under
any employee welfare benefit plan (within the meaning of Section 3(l) of ERISA)
that 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). At the request of any Bank, the Company
will deliver to such Bank a complete copy of the annual report (Form 5500) of
each Plan required to be filed with the Internal Revenue Service. In addition
to any certificates or notices delivered to the Banks pursuant to the first
sentence hereof, at the request of the Agent or any Bank, copies of annual
reports and any notices received by the Company or any Subsidiary of the Company
or any ERISA Affiliate with respect to any Plan or Foreign Pension Plan shall be
delivered to the Banks no later than 30 days after the date such report has been
filed with the Internal Revenue Service or received by the Company or the
Subsidiary or the ERISA Affiliate.

7.09 GOOD REPAIR. The Company will, and will cause each of its
Subsidiaries to, ensure that its material properties and equipment used in its
business are kept in good repair, working order and condition, normal wear and
tear and damage by casualty excepted, and, subject to Section 8.08, 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
useful or customary for companies in similar businesses.

7.10 END OF FISCAL YEARS; FISCAL QUARTERS. The Company will, for
financial reporting purposes, cause (i) each of its, and each of its
Subsidiaries', fiscal years to end on or about April 30th of each year and (ii)
each of its, and each of its Subsidiaries', fiscal quarters to end on or about
July 31st, October 31st and January 31st of each year; PROVIDED that the Company
may change such fiscal year to any other fiscal year period of twelve
consecutive months with the consent of the Agent.

7.11 ADDITIONAL SECURITY; FURTHER ASSURANCES. (a) PLEDGE OF
ADDITIONAL COLLATERAL. Promptly, and in any event within 30 days after the
acquisition of assets of the type that would have constituted Collateral (if the
person acquiring such assets had executed an appropriate Security Document on
the Initial Borrowing Date) at the Initial Borrowing Date (the "Additional
Collateral"), the Company will, and will cause each of the Guarantors to, at the
request of the Collateral Agent following consultation with the Company as to
the value of any such Additional Collateral, take all necessary action,
including entering into the appropriate security documents and filing the
appropriate financing statements under the provisions of the UCC or applicable
foreign, domestic or local laws, rules or regulations in each of the offices
where such filing is necessary or appropriate to grant the Collateral Agent a
perfected Lien in such Collateral (or comparable interest under foreign law in
the case of foreign Collateral) pursuant to and to the full extent required by
the Security Documents and this Agreement; PROVIDED that no such action will be
required by the Company or any Guarantor to the extent that any such Additional
Collateral is subject to a preexisting agreement which prohibits the granting of
any additional liens; PROVIDED FURTHER that such preexisting agreement was not
entered into in connection with, or in anticipation of or contemplation of, the
acquisition of such assets by the Company or any of its Subsidiaries. In the
event that the Company or a Guarantor acquires an interest in additional real
property, the Company or such Guarantor, as the case may be, will take such
actions and execute such documents as the Agent shall require to confirm the
Lien of a Mortgage, if applicable, or to create a new Mortgage (including,
without limitation, satisfaction of the conditions set forth in Sections 5.04
and 5.13). All actions taken by the parties in connection with the pledge of
Additional Collateral, including, without limitation, costs of counsel for the
Collateral Agent, shall be for the account of the Company, which shall pay all
sums due on demand.

(b) The Company will, and will cause each of the Guarantors to, at
the expense of the Company, make, execute,

endorse, acknowledge, file and/or deliver to the Collateral Agent from time to
time such vouchers, invoices, schedules, confirmatory assignments, conveyances,
financing statements, transfer endorsements, powers of attorney, certificates,
real property surveys, reports and other assurances or instruments and take such
further steps relating to the Collateral covered by any of the Security
Documents as the Collateral Agent may reasonably require. Furthermore, the
Company shall cause to be delivered to the Collateral Agent such opinions of
counsel, title insurance and other related documents as may be reasonably
requested by the Agent to assure themselves that this Section 7.11 has been
complied with.

(c) If the Agent or the Required Banks determine (and so advise the
Company) that they are required by law or regulation to have appraisals prepared
in respect of the Real Property of the Company and its Subsidiaries constituting
Collateral, the Company shall provide to the Agent appraisals which satisfy the
applicable requirements of the Real Estate Appraisal Reform Amendments of the
Financial Institution Reform, Recovery and Enforcement Act of 1989 and which
shall be in form and substance reasonably satisfactory to the Agent.

(d) The Company agrees that each action required above by this
Section 7.11 shall be completed within 60 days after such action is either
requested to be taken by the Agent or the Required Banks or required to be taken
by the Company or any Subsidiary Guarantor pursuant to the terms of this Section
7.11; PROVIDED that in no event shall the Company or any of its Subsidiaries be
required to take any action, other than using its best efforts, to obtain
consents from third parties with respect to its compliance with this Section
7.11.

7.12 REGISTER. The Company hereby designates the Agent to serve as
the Company's agent, solely for purposes of this Section 7.12, to maintain a
register (the "Register") on which it will record the Revolving Loan Commitment
from time to time of each of the Banks, the Revolving Loans made by each of the
Banks and each repayment in respect of the principal amount of the Revolving
Loans of each Bank. Failure to make any such recordation, or any error in such
recordation shall not affect the Company's obligations in respect of such
Revolving Loans. With respect to any Bank, the transfer of the Revolving Loan
Commitment of such Bank and the rights to the principal of, and interest on, any
Revolving Loan made pursuant to such Revolving Loan Commitment shall not be
effective until such transfer is recorded on the Register maintained by the
Agent with respect to ownership of such Revolving Loan Commitment and Revolving
Loans and prior to such recordation all amounts owing to the transferor with
respect to such Revolving Loan Commitment and Revolving Loans shall remain owing
to the transferor. The registration of assignment or transfer of all or part of
any Revolving Loan Commitment and Revolving Loans shall be recorded by the Agent
on

the Register only upon the acceptance by the Agent of a properly executed and
delivered Assignment and Assumption Agreement pursuant to Section 12.04(b).
Coincident with the delivery of such an Assignment and Assumption Agreement to
the Agent for acceptance and registration of assignment or transfer of all or
part of a Revolving Loan, or as soon thereafter as practicable, the assigning or
transferor Bank shall surrender the Revolving Note evidencing such Revolving
Loan, and thereupon one or more new Revolving Notes in the same aggregate
principal amount shall be issued to the assigning or transferor Bank and/or the
new Bank. The Company agrees 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 7.12, except to the extent that any such losses, claims,
damages or liabilities are found to have resulted from the gross negligence or
willful misconduct of the Agent.

7.13 INTEREST RATE PROTECTION AGREEMENTS. The Company will maintain,
commencing no later than thirty days after the Initial Borrowing Date, in full
force and effect Interest Rate Protection Agreements with parties reasonably
acceptable to the Agent on no less than 50% of the principal amount of the Total
Revolving Loan Commitment.

SECTION 8. NEGATIVE COVENANTS. The Company hereby covenants and
agrees that as of the Initial Borrowing Date and thereafter for so long as this
Agreement is in effect and until the Total Revolving Loan Commitment has
terminated, no Letters of Credit (other than Letters of Credit, together with
all Fees that have accrued and will accrue thereon through the stated
termination date of such Letters of Credit, which have been supported in a
manner satisfactory to the Letter of Credit Issuer in its sole and absolute
discretion) or Notes are outstanding and the Loans, together with interest, Fees
and all other Obligations (other than any indemnities described in Section 12.13
which are not then due and payable) incurred hereunder, are paid in full:

8.01 CHANGES IN BUSINESS. The Company and its Subsidiaries will not
engage in any business other than the businesses in which the Company and its
Subsidiaries are engaged in as of the Effective Date and activities incidental
thereto, and similar or related businesses.

8.02 CONSOLIDATION, MERGER, SALE OR PURCHASE OF ASSETS, ETC. The
Company will not, and will not permit any of its Subsidiaries to, wind up,
liquidate or dissolve its affairs or enter into any transaction of merger or
consolidation, or convey, sell, lease or otherwise dispose of (or agree to do
any of the foregoing at any future time) all or any part of its property or
assets (other than inventory in the ordinary course of business, including sales
of inventory on consignment in the ordinary course of business), or enter into
any partnerships,

joint ventures or sale-leaseback transactions, or purchase or otherwise acquire
(in one or a series of related transactions) any part of the property or assets
(other than purchases or other acquisitions of inventory, materials and
equipment in the ordinary course of business) of any Person, except that the
following shall be permitted:

(a) the Company and its Subsidiaries may, as lessee or lessor, enter
into operating leases in the ordinary course of business with respect to
real or personal property;

(b) Capital Expenditures by the Company and its Subsidiaries to the
extent not in violation of Section 8.08;

(d) the Company and its Subsidiaries may sell other assets other than
Mortgaged Real Property; PROVIDED that the aggregate sale proceeds from all
assets subject to such sales pursuant to this clause (d) shall not exceed
$5,000,000 in any consecutive twelve month period of the Company (exclusive
of sale proceeds in respect of obsolete, outmoded or worn-out machinery,
equipment, furniture or fixtures) and each such asset sale subject to this
clause (d) is for at least 85% cash and at fair market value (as determined
in good faith by the Company);

(e) the Company and its Subsidiaries may sell or discount, in each
case without recourse, accounts receivable arising in the ordinary course
of business, but only in connection with the compromise or collection
thereof;

(f) without limitation to clause (d), the Company and its
Subsidiaries may sell or exchange specific items of machinery or equipment,
so long as the proceeds of each such sale or exchange is used (or
contractually committed to be used) to acquire (and results within 180 days
of such sale or exchange in the acquisition of) replacement items of
machinery or equipment which are the functional equivalent of the item of
equipment so sold or exchanged;

(g) the Company and its Subsidiaries may, in the ordinary course of
business, license, as licensor or licensee, patents, trademarks, copyrights
and know-how to third Persons and to one another, so long as any such
license by the Company or its Subsidiaries in its capacity as licensor is
permitted to be assigned pursuant to the Security Agreement (to the extent
that a security interest in such patents, trademarks, copyrights and
know-how is granted thereunder) and does not otherwise prohibit the
granting of a Lien by the Company or any of its Subsidiaries

pursuant to the Security Agreement in the intellectual property covered by
such license;

(h) the assets of any Foreign Subsidiary of the Company may be
transferred to the Company or any of its Subsidiaries, and any Foreign
Subsidiary of the Company may be merged with and into, or be dissolved or
liquidated into, the Company or any of its Subsidiaries so long as the
Company or such Subsidiary is the surviving corporation of any such merger,
dissolution or liquidation;

(i) any Domestic Subsidiary of the Company may transfer assets to the
Company or to any other Domestic Subsidiary of the Company, so long as (i)
if the transferee is a Subsidiary, such Subsidiary is a Guarantor and (ii)
the security interests granted to the Collateral Agent for the benefit of
the Secured Creditors pursuant to the Security Documents in the assets so
transferred shall remain in full force and effect and perfected (to at
least the same extent as in effect immediately prior to such transfer);

(j) any Domestic Subsidiary of the Company may merge with and into,
or be dissolved or liquidated into, the Company so long as (i) the Company
is the surviving corporation of any such merger, dissolution or liquidation
and (ii) the security interests granted to the Collateral Agent for the
benefit of the Secured Creditors pursuant to the Security Documents in the
assets of such Domestic Subsidiary shall remain in full force and effect
and perfected (to at least the same extent as in effect immediately prior
to such merger, dissolution or liquidation);

(k) any Domestic Subsidiary of the Company may merge with and into,
or be dissolved or liquidated into, any Domestic Subsidiary of the Company
so long as (i) such Domestic Subsidiary is a Guarantor and is the surviving
corporation of any such merger, dissolution or liquidation and (ii) the
security interests granted to the Collateral Agent for the benefit of the
Secured Creditors pursuant to the Security Documents in the assets of such
Domestic Subsidiary shall remain in full force and effect and perfected (to
at least the same extent as in effect immediately prior to such merger,
dissolution or liquidation);

(l) so long as no Default or Event of Default then exists or would
result therefrom (including giving PRO FORMA effect to such acquisition and
any additional Indebtedness resulting therefrom or incurred or assumed in
connection therewith as if such acquisition had occurred and such
Indebtedness had been incurred as of the first day of the most recently
completed Test Period (including any other

Permitted Acquisition that occurred, and related Indebtedness that was
incurred, during such Test Period)), the Company and its Wholly-Owned
Subsidiaries may acquire assets or the capital stock of any Person (any
such acquisition permitted by this clause (l), a "Permitted Acquisition");
PROVIDED that (i) such Person (or the assets so acquired) was, immediately
prior to such acquisition, engaged (or used) primarily in the business
permitted pursuant to Section 8.01, (ii) if such acquisition is structured
as a stock or other equity acquisition, then either (A) the Person so
acquired becomes a Wholly-Owned Subsidiary of the Company and a Guarantor
or (B) such Person is merged with and into the Company or a Wholly-Owned
Subsidiary of the Company that is a Guarantor (with the Company or such
Wholly-Owned Subsidiary being the surviving corporation of such merger),
and in any case, all of the provisions of Section 8.14 have been complied
with in respect of such Person, (iii) any Liens or Indebtedness assumed or
issued in connection with such acquisition is otherwise permitted under
Section 8.03 or 8.04, as the case may be, and (iv) after giving effect
thereto, the Unutilized Revolving Loan Commitment would be at least
$15,000,000; PROVIDED, FURTHER, that any such Permitted Acquisition (or
series of related Permitted Acquisitions) involving total consideration
(including, without limitation, any earn- out, non-compete or deferred
compensation arrangements and the value of any Company securities, but not
including any Indebtedness assumed that complies with Section 8.04(h)) by
the Company and its Wholly-Owned Subsidiaries in excess of the Total
Consideration Amount shall not be consummated without the prior written
consent of the Required Banks; and PROVIDED, FURTHER, that the Company
shall have delivered to the Agent a certificate of the Chief Financial
Officer of the Company showing compliance (in reasonable detail as to pro
forma calculations) with all of the provisions of this paragraph (l);

(m) leases or subleases granted by the Company or any of its
Subsidiaries to third Persons not interfering in any material respect with
the business of the Company or any of its Subsidiaries, including any
arm's-length lease by the Company or any Subsidiary of the Company of up to
50,000 square feet of its Wallingford, Connecticut facility;

(n) the Company and its Subsidiaries may, in the ordinary course of
business, sell, transfer or otherwise dispose of patents, trademarks,
copyrights and know-how which, in the reasonable judgment of the Company or
such Subsidiary, are determined to be uneconomical, negligible or obsolete
in the conduct of business; and

(o) "inactive" or "shell" Subsidiaries may be dissolved or otherwise
liquidated.

To the extent the Required Banks waive the provisions of this Section 8.02 with
respect to the sale or other disposition of any Collateral, or any Collateral is
sold or otherwise disposed of as permitted by this Section 8.02, such Collateral
in each case shall be sold or otherwise disposed of free and clear of the Liens
created by the Security Documents and the Agent shall take such actions
(including, without limitation, directing the Collateral Agent to take such
actions) as are appropriate in connection therewith.

8.03 LIENS. The Company will not, and will not permit any Guarantor
to, create, incur, assume or suffer to exist any Lien upon or with respect to
any item constituting Collateral except for the Lien of the Security Documents
relating thereto, the Prior Liens applicable thereto and other Liens expressly
permitted by such Security Documents. The Company will not, and will not permit
any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien
upon or with respect to any property or assets of the Company or such Subsidiary
which does not constitute Collateral, whether now owned or hereafter acquired,
or sell any such property or assets subject to an understanding or agreement,
contingent or otherwise, to repurchase such property or assets or assign any
right to receive income, or file or permit the filing of any financing statement
under the UCC or any other similar notice of Lien under any similar recording or
notice statute, except the following (collectively referred to as "Permitted
Liens"):

(a) inchoate Liens for taxes, assessments or governmental charges of
levies not yet due or Liens for taxes, assessments or governmental charges
or levies being contested in good faith and by appropriate proceedings for
which adequate reserves have been established in accordance with GAAP;

(b) Liens in respect of property or assets of the Company or any of
its Subsidiaries imposed by law which were incurred in the ordinary course
of business or in connection with any Capital Expenditure permitted by the
terms of this Agreement and which have not arisen to secure Indebtedness
for borrowed money, such as carriers', warehousemen's and mechanics' Liens,
statutory landlord's Liens, and other similar Liens arising in the ordinary
course of business, and which either (x) 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 of its
Subsidiaries or (y) are being contested in good faith by appropriate
proceedings, which proceedings have the effect of preventing the forfeiture
or sale of the property or asset subject to such Lien;

(c) Liens in existence on the Initial Borrowing Date which are
listed, and the property subject thereto described, in Annex IX, and
extensions, renewals or related refinancings thereof, PROVIDED that such
extensions, renewals or related refinancings pursuant to Section 8.04(b)
(x) do not increase the obligations so secured and (y) apply to additional
assets not subject to the lien being extended or renewed;

(d) Liens arising from judgments, decrees or attachments in
circumstances not constituting an Event of Default under Section 9.09;

(e) Liens incurred or deposits made (x) 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, 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); and (y) to
secure the performance of leases of Real Property, to the extent incurred
or made in the ordinary course of business consistent with past practices;

(f) licenses, leases or subleases granted to third Persons not
interfering in any material respect with the business of the Company or any
of its Subsidiaries;

(g) easements, zoning restrictions, rights-of-way, restrictions,
minor defects or irregularities in title and other similar charges or or
encumbrances not interfering in any material respect with the ordinary
conduct of the business of the Company or any of its Subsidiaries;

(h) Liens arising from precautionary UCC financing statements
regarding operating leases permitted by this Agreement;

(i) any interest or title of a licensor, lessor or sublessor under
any license or lease permitted by this Agreement;

(j) Liens created pursuant to Capital Leases permitted pursuant to
Section 8.04(d);

(k) Liens arising pursuant to purchase money mortgages or security
interests securing Indebtedness representing the purchase price (or
financing of the purchase price within 90 days after the respective
purchase) of assets acquired after the Initial Borrowing Date; PROVIDED
that (i) any such Liens attach only to the assets so purchased, (ii) the
Indebted-

ness secured by any such Lien (including refinancings thereof) does not
exceed 100% of the lesser of the fair market value or the purchase price of
the property being purchased at the time of the incurrence of such
Indebtedness and (iii) the Indebtedness secured thereby is permitted to be
incurred pursuant to Section 8.04(d);

(l) Liens on property or assets acquired pursuant to a Permitted
Acquisition, or on property or assets of a Subsidiary of the Company in
existence at the time such Subsidiary is acquired pursuant to a Permitted
Acquisition; PROVIDED that (i) any Indebtedness that is secured by such
Liens is permitted to exist under Section 8.04(h), and (ii) such Liens are
not incurred in connection with, or in contemplation or anticipation of,
such Permitted Acquisition and do not attach to any other asset of the
Company or any of its Subsidiaries; and

(m) additional Liens (on assets other than the Collateral) incurred
by the Company and its Subsidiaries so long as the aggregate value of the
property subject to such Liens, and the Indebtedness and other obligations
secured thereby, do not exceed $1,000,000.

8.04 INDEBTEDNESS. The Company will not, and will not permit any of
its 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) Existing Indebtedness outstanding on the Initial Borrowing Date
and listed on Annex VII, including any extensions, refinancings,
replacements or restructurings thereof, PROVIDED that the then outstanding
principal amount thereof is not increased;

(d) Capitalized Lease Obligations and Indebtedness of the Company and
its Subsidiaries incurred pursuant to purchase money Liens permitted under
Section 8.03(k); PROVIDED that all such Capitalized Lease Obligations are
permitted under Section 8.08, and (ii) the sum of (x) the aggregate
Capitalized Lease Obligations outstanding at any time plus (y) the
aggregate principal amount of such purchase money Indebtedness outstanding
at such time shall not exceed $12,000,000 (including Capital Lease
Obligations referred to on Exhibit VII);

(e) Indebtedness constituting Intercompany Loans to the extent
permitted by Section 8.05(g);

(f) Indebtedness of Foreign Subsidiaries to the Company or any of its
Domestic Subsidiaries as a result of any investment made pursuant to
Section 8.05(k);

(g) Indebtedness consisting of guaranties (x) by the Company of
Indebtedness, leases and other contractual obligations permitted to be
incurred by Subsidiaries of the Company that are Guarantors and (y) by
Foreign Subsidiaries of the Company of Indebtedness, leases and other
contractual obligations permitted to be incurred by the Company and its
Subsidiaries;

(h) Indebtedness of a Subsidiary acquired as a result of a Permitted
Acquisition (or Indebtedness assumed at the time of a Permitted Acquisition
of an asset securing such Indebtedness); PROVIDED that (i) such
Indebtedness was not incurred in connection with, or in anticipation or
contemplation of, such Permitted Acquisition, (ii) at the time of such
Permitted Acquisition such Indebtedness does not exceed 25% of the total
then fair market value of the assets of the Subsidiary so acquired, or of
the asset so acquired, as the case may be, (iii) so long as, before and
after giving effect to such Permitted Acquisition, no Default or Event of
Default shall have occurred or would result therefrom and (iv) such
Indebtedness is not recourse to any assets of the Company or its
Subsidiaries other than the Subsidiary and assets so acquired; and

(i) additional Indebtedness of the Company and its Subsidiaries not
otherwise permitted hereunder not exceeding $5,000,000 in aggregate
principal amount at any time outstanding.

8.05 ADVANCES, INVESTMENTS AND LOANS. The Company will not, and will
not permit any of its 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, or
purchase or own a futures contract or otherwise become liable for the purchase
or sale of currency or other commodities at a future date in the nature of a
futures contract, or hold any cash, Cash Equivalents or Foreign Cash Equivalents
(collectively, "Investments"), except:

(a) the Company and its Subsidiaries may invest in cash and Cash
Equivalents, and, in the case of Foreign Subsidiaries, Foreign Cash
Equivalents;

(b) the Company and its Subsidiaries may acquire and hold receivables
owing to it, if created or acquired in the

ordinary course of business and payable or dischargeable in accordance with
customary trade terms (including the dating of receivables) of the Company
or such Subsidiary;

(c) the Company and its Subsidiaries may acquire and own investments
(including debt obligations) received in connection with the bankruptcy or
reorganization of suppliers and customers and in settlement of delinquent
obligations of, and other disputes with, customers and suppliers arising in
the ordinary course of business;

(d) (w) Interest Rate Protection Agreements entered into to protect
the Company against fluctuations in interest rates in respect of the
Obligations, (x) Other Hedging Agreements with respect to Canadian Dollars
to protect against fluctuations in the value of the Canadian dollar against
the U.S. dollar, but only with respect to the loans contemplated by clause
(k) of this Section 8.05, (y) Other Hedging Agreements with respect to
copper and other raw materials to be used in the business of the Company
and its Subsidiaries, provided that such purchases are entered into in the
ordinary course of business and consistent with past practices and for bona
fide business (and not speculative) purposes and (z) Other Hedging
Agreements with respect to foreign sales by the Company and its
Subsidiaries, provided that such agreement to protect against fluctuations
in currency values are entered into the ordinary course of business and for
bona fide business (and not speculative) purposes;

(e) advances, loans and investments in existence on the Initial
Borrowing Date and listed on Annex V shall be permitted, without giving
effect to any additions thereto or replacements thereof (except those
additions or replacements which are existing obligations as of the Initial
Borrowing Date but only to the extent such further obligations are
described on such Annex V);

(f) deposits made in the ordinary course of business consistent with
past practices to secure the performance of leases or other contractual
arrangements shall be permitted;

(g) the Company may make intercompany loans and advances to any of
its Subsidiaries that are Guarantors and any Subsidiary of the Company may
make intercompany loans and advances to the Company or any other Subsidiary
of the Company that is a Guarantor (collectively, "Intercompany Loans");
PROVIDED that (x) each Intercompany Loan shall contain subordination
provisions satisfactory to the Agent, (y) each Intercompany Loan shall be
evidenced by an Intercompany Note and (z) each such Intercompany Note shall
be pledged to the Collateral Agent pursuant to the Pledge Agreement;

(h) loans and advances by the Company and its Subsidiaries to
employees of the Company and its Subsidiaries for moving and travel
expenses and other similar expenses or in connection with stock purchases
in each case incurred in the ordinary course of business and consistent
with past practices shall be permitted in an aggregate principal amount not
to exceed $2,500,000 at any one time outstanding;

(i) Permitted Acquisitions shall be permitted;

(j) the Company and its Subsidiaries may acquire and hold promissory
notes and/or equity securities issued by the purchaser or purchasers in
connection with the sale of assets to the extent permitted under Section
8.02(d);

(k) the Company may lend, on a senior basis, funds to the Canadian
Subsidiary, provided that (x) the aggregate amount of such loans may not,
at any time, exceed $6,000,000, (y) such loans shall (i) be made pursuant
to a note, in form and substance, satisfactory to the Agent, (ii) bear
interest at a rate equal to that determined in accordance with Section
1.08(a), (iii) be prepayable at any time upon demand by the Company and
(iv) be secured (at all times commencing no later than 90 days after the
Initial Borrowing Date) by the assets of the Canadian Subsidiary and its
Subsidiaries, on terms and conditions satisfactory to the Agent and (z)
such loans and notes shall constitute Collateral and be pledged to the
Collateral Agent on behalf of the Secured Creditors;

(l) the Company may contribute cash to one or more of its
Subsidiaries that are or become Guarantors formed after the Initial
Borrowing Date in accordance with Section 8.14 (including in connection
with a Permitted Acquisition) so long as such Subsidiary remains a
Guarantor;

(m) the Company may purchase shares of the Company common stock to
the extent permitted by Sections 8.06(ii);

(n) the Company and its Subsidiaries may make cash Investments in or
to Persons that are not Affiliates (other than joint ventures in which an
Affiliate of the Company has an ownership interest other than through the
Company or a Subsidiary of the Company) in an amount not to exceed
$25,000,000 outstanding at any one time (giving effect to any repayments in
cash, but without giving effect to any distributions or profits thereon,
write-downs or non-cash payments) PROVIDED, before and after giving effect
to each such Investment, (x) no Default or Event of Default shall have
occurred or result therefrom and (y) the Unutilized Revolving Loan
Commitment would be at least $15,000,000; and

(o) The Company and its Subsidiaries may make cash Investments in or
to Persons that are not Affiliates of the Company in an amount not to
exceed $5,000,000 outstanding at any one time, giving effect to any
repayments in cash, but without giving effect to any distributions thereon,
write-downs or non-cash payments (PROVIDED, that before and after giving
effect to each such Investment, no Default or Event of Default shall have
occurred or result therefrom).

8.06 DIVIDENDS, ETC. The Company will not, and will not permit any of
its Subsidiaries to, declare or pay any dividends (other than dividends payable
solely in common stock of the Company or any such Subsidiary, as the case may
be) 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 any consideration, any shares of any class of its capital stock, now or
hereafter outstanding (or any warrants for or options or stock appreciation
rights (other than such rights as are granted only to employees as compensation
for their employment) in respect of any of such shares), or set aside any funds
for any of the foregoing purposes, and the Company will not permit any of its
Subsidiaries to purchase or otherwise acquire for consideration any shares of
any class of the capital stock of the Company or any Subsidiary of the Company
now or hereafter outstanding (or any options or warrants or such stock
appreciation rights issued by such Person with respect to its capital stock)
(all of the foregoing "Dividends", it being understood that the payments made in
accordance with the clauses contained in the proviso of Section 8.07 shall not
be deemed to be Dividends), except that:

(i) any Subsidiary of the Company may pay Dividends to the
Company or any Wholly-Owned Subsidiary of the Company;

(ii) prior to consummation of an initial public offering
(including the Initial Public Offering), the Company may redeem or purchase
shares of the Company Common Stock or options to purchase the Company
Common Stock, as the case may be, held by former employees (or their heirs)
of the Company or any of its Subsidiaries following the termination of
their employment; PROVIDED that (x) the only consideration paid by the
Company in respect of such redemptions and/or purchases shall be cash
and/or subordinated notes of the Company in form and substance satisfactory
to the Agent and (y) the sum of (I) the aggregate amount paid by the
Company in cash in respect of all such redemptions and/or purchases plus
(II) the aggregate amount of all principal and interest payments made on
such subordinated notes shall not exceed $1,000,000 in any consecutive
twelve months of the Company;

(iii) as long as no Default or Event of Default shall then exist
or result therefrom, regular quarterly cash dividends on the Superior
Preferred Stock may be paid in an aggregate amount per fiscal quarter of
the Company not to exceed $300,000, PROVIDED that such dividend is not
declared earlier than ten days after the delivery to the Banks of the
required financial statements and related Officer's Certificate for such
period contemplated by Section 7.01 of this Agreement;

(iv) as long as no Default or Event of Default shall then exist
or result therefrom, with respect to each Special Dividend Period, the
Company may declare and pay a dividend on the Company's Common Stock in an
amount not to exceed $5,000,000; PROVIDED that the ratio of Consolidated
EBITDA of the Company to Consolidated Fixed Charges of the Company for such
Special Dividend Period (determined on a PRO FORMA basis after giving
effect to such dividend) exceeds 1.0 to 1.0, except that with respect to
the second Special Dividend Period and each Special Dividend Period
thereafter, the amount of such dividend may exceed $5,000,000 (but may not
exceed $7,500,000) but only if such ratio for such Special Dividend Period
exceeds 1.10 to 1, it being understood that for each such Special Dividend
Period any dividend under this Section 8.06(iv) may not be declared earlier
than ten days after the delivery to the Banks of the financial statements
and related Officer's Certificate for the last fiscal period of such
Special Dividend Period required by Section 7.01 and an Officer's
Certificate showing, in reasonable detail, compliance with the applicable
ratio set forth in this Section 8.06;

(v) so long as no Default or Event of Default shall then exist
or result therefrom, the Company may declare and pay a Dividend from, and
in an amount not to exceed, the net cash proceeds of the Initial Public
Offering but only after giving effect to all repayments and commitment
reductions resulting from the Initial Public Offering as contemplated by
this Agreement, including without limitation, Section 3 hereof; PROVIDED
that such dividend may not exceed the sum of (x) $53,300,000 and (y) the
net cash proceeds (net of all underwriting discounts, fees and commissions
and other costs and expenses associated therewith) from the sale of Company
Common Stock in the Initial Public Offering upon exercise of the
underwriters' over-allotment option; and

(vi) shares of the Superior Preferred Stock may be repurchased,
PROVIDED that the only consideration to be paid in connection therewith
shall be shares of (x) Company Common Stock and/or (y) Company preferred
stock having terms identical, in all material respects, to the Superior
Preferred Stock (including as to dividend rate and

liquidation preferences) except that the issuer thereof shall be the
Company.

8.07 TRANSACTIONS WITH AFFILIATES. The Company will not, and will not
permit any of its Subsidiaries to, enter into any transaction or series of
transactions with any Affiliate other than in the ordinary course of business
and on terms and conditions substantially as favorable to the Company or such
Subsidiary as would be reasonably expected to be obtainable by the Company or
such Subsidiary at the time in a comparable arm's-length transaction with a
Person other than an Affiliate; PROVIDED that the following shall in any event
be permitted: (i) the Transaction; (ii) the performance of the Services
Agreement PROVIDED that (x) such payments may not exceed $2,000,000 in any four
fiscal quarter period and (y) the portion of such payment for services described
in Section 3(b) thereof shall be subject to the "arm's-length" standard
described in this Section 8.07; (iii) the Company and its Domestic Subsidiaries
may enter into the Company Tax Allocation Agreement and may make payments
thereunder and the Alpine Tax Allocation Agreement and may make payments
thereunder; (iv) transactions between or among the Company and its Subsidiaries
to the extent that such trans- actions are otherwise specifically permitted
under this Agreement and (v) the employment agreement with ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ in
terms no more adverse to the Company than those described in the Registration
Statement.

8.08 CAPITAL EXPENDITURES. (a) The Company will not, and will not
permit any of its Subsidiaries to, make any Capital Expenditures, except that
(x) during the period (taken as one accounting period) commencing on the Initial
Borrowing Date and ending on April 27, 1997, the Company and its Subsidiaries
may make Capital Expenditures so long as the aggregate amount does not exceed
$7,100,000 during such period and (y) during any fiscal year thereafter, the
Company and its Subsidiaries may make Capital Expenditures so long as the
aggregate amount of such Capital Expenditures does not exceed $11,000,000.

(b) In the event that the amount of Capital Expenditures permitted to
be made by the Company and its Subsidiaries pursuant to clause (a) above in any
fiscal year (before giving effect to any increase in such permitted expenditure
amount pursuant to this clause (b)) is greater than the amount of such Capital
Expenditures actually made by the Company and its Subsidiaries during such
fiscal year, such excess (the "Rollover Amount") may be carried forward and
utilized to make Capital Expenditures in succeeding fiscal years; PROVIDED that
in no event shall the aggregate amount of Capital Expenditures made by the
Company and its Subsidiaries during any fiscal year pursuant to Section 8.08(a)
exceed 125% of the direct amount set forth for such fiscal year in such Section
8.08(a).

(c) Notwithstanding the proviso in Section 8.08(b), the Company and
its Subsidiaries may make additional Capital Expenditures with the Net Cash
Proceeds of Asset Sales to the extent such proceeds are not required to be
applied to reduce the Total Revolving Loan Commitment pursuant to Section
3.03(c) and such proceeds are reinvested as required by Section 3.03(c).

(d) The Company and its Subsidiaries may make additional Capital
Expenditures with the insurance proceeds received by the Company or any of its
Subsidiaries from any Taking or Destruction so long as such Capital Expenditures
are to replace or restore any properties or assets in respect of which such
proceeds were paid within one year following the date of the receipt of such
insurance proceeds to the extent such insurance proceeds are not required to be
applied to reduce the Total Revolving Loan Commitment pursuant to Section
3.03(f).

(e) The Company and its Wholly-Owned Subsidiaries may make Permitted
Acquisitions.

8.09 MINIMUM CONSOLIDATED EBITDA. The Company will not permit
Consolidated EBITDA during any Test Period set forth below to be less than the
amount set forth below with respect to such Test Period:

($ in millions)
Test Period Ending: Amount:
------------------ ------

10/31/96 $46.3
01/31/97 46.5
04/30/97 46.7
07/28/97 45.3
10/31/97 46.4
01/31/98 47.4
04/30/98 48.0
07/28/98 48.3
10/31/98 48.5
01/31/99 48.8
04/30/99 49.0
and the last day
of each Fiscal Quarter
thereafter

8.10 INTEREST COVERAGE RATIO. The Company will not permit the
Interest Coverage Ratio for any Test Period set forth below to be equal to or
less than the ratio set forth below with respect to such Test Period:

Test Period Ending: Ratio:
------------------ -----

10/31/96 3.1x
01/31/97 3.1x
04/30/97 3.2x

07/28/97 3.2x
10/31/97 3.3x
01/31/98 3.5x
04/30/98 3.7x
07/28/98 3.8x
10/31/98 3.9x
01/31/99 3.9x
04/30/99 4.0x
and the last day
of each Fiscal Quarter
thereafter

8.11 LEVERAGE RATIO. The Company will not permit the Pro Forma
Leverage Ratio at any time during the Test Period set forth below to be equal to
or more than the ratio set forth below with respect to such Test Period:

Test Period Ending: Ratio:
------------------ -----

10/31/96 4.167x
01/31/97 4.083x
04/30/97 4.000x
07/28/97 3.875x
10/31/97 3.750x
01/31/98 3.625x
04/30/98 3.500x
07/28/98 3.375x
10/31/98 3.250x
01/31/99 3.150x
04/30/99 3.100x
and the last day
of each Fiscal Quarter
thereafter

8.12 LIMITATION ON VOLUNTARY PAYMENTS AND MODIFICATIONS OF
INDEBTEDNESS; MODIFICATIONS OF CERTIFICATE OF INCORPORATION, BY-LAWS AND CERTAIN
OTHER AGREEMENTS; ISSUANCES OF CAPITAL STOCK; ETC. The Company will not, and
will not permit any of its Subsidiaries to:

(i) make (or give any notice in respect of) any voluntary or optional
payment or prepayment on or redemption or acquisition for value of
(including, without limitation, by way of depositing with the trustee with
respect thereto or any other Person money or securities before due for the
purpose of paying when due) any Superior Preferred Stock (except as
permitted by clause (vi) of Section 8.06) or any Existing Indebtedness.

(ii) amend or modify in any material respect or in any manner
adverse to the Company or the Banks, or permit such an amendment or
modification of, any provision of the Superior Preferred Stock or Existing
Indebtedness;

(iii) amend, modify or change in any way adverse to the
interests of the Banks, any Tax Allocation Agreement, its Certificate of
Incorporation (including, without limitation, by the filing or modification
of any certificate of designation) or By-Laws; and

(iv) issue any class of capital stock other than common stock.

8.13 LIMITATION ON CERTAIN RESTRICTIONS ON SUBSIDIARIES. The Company
will not, and will not permit any of its Subsidiaries to, directly or
indirectly, create or otherwise cause or suffer to exist or become effective any
encumbrance or restriction on the ability of any such Subsidiary to (a) pay
dividends or make any other distributions on its capital stock or any other
interest or participation in its profits owned by the Company or any Subsidiary
of the Company, or pay any Indebtedness owed to the Company or a Subsidiary of
the Company, (b) make loans or advances to the Company or any of the Company's
Subsidiaries or (c) transfer any of its properties or assets to the Company or
any of its Subsidiaries, except for such encumbrances or restrictions existing
under or by reason of (i) applicable law, (ii) the Credit Documents, (iii)
customary provisions restricting subletting or assignment of any lease governing
a leasehold interest of the Company or a Subsidiary of the Company, (iv)
customary provisions restricting assignment of any licensing agreement entered
into by the Company or a Subsidiary of the Company in the ordinary course of
business, (vi) in the case of DNE and its Subsidiaries, the Existing
Indebtedness Agreements as modified by the consent contemplated under Section
5.19, and in the case of Superior and the Company, that certain lease agreement
dated as of May 10, 1995 (the "Brownwood Lease") as amended, between Superior
and ALP (TX) QRS-11-28, Inc., (vii) customary provisions restricting the
transfer of or by those assets pursuant to, and subject to other Liens permitted
under Section 8.03(h), (i), (j), (k) or (l) and (viii) restrictions or
encumbrances pursuant to Indebtedness of a Subsidiary acquired pursuant to a
Permitted Acquisition (or Indebtedness assumed at the time of a Permitted
Acquisition) or an asset securing such Indebtedness, PROVIDED that such
Indebtedness was not incurred in connection with, or in anticipation or
contemplation of, such Permitted Acquisition, PROVIDED, FURTHER, such
restrictions or encumbrances apply solely to such Subsidiary or asset so
acquired.

8.14 LIMITATION ON THE CREATION OF SUBSIDIARIES. Notwithstanding
anything to the contrary contained in this Agreement, the Company will not, and
will not permit any of its Subsidiaries to, establish, create or acquire after
the Initial Borrowing Date any Subsidiary; PROVIDED that the Company and its
Wholly-Owned Subsidiaries shall be permitted to establish or create Subsidiaries
as a result of investments made pursuant to Section 8.05(l) or Section 8.05(n)
so long as, in each case, (i)

at least 15 days' prior written notice thereof is given to the Agent (or such
shorter period of time as is acceptable to the Agent), (ii) unless otherwise
consented to by the Agent because such Subsidiary is a Foreign Subsidiary, the
capital stock of such new Subsidiary is promptly pledged pursuant to, and to the
extent required by, this Agreement and the Pledge Agreement and the
certificates, if any, representing such stock, together with stock powers duly
executed in blank, are delivered to the Collateral Agent, (iii) unless otherwise
consented to by the Agent because such Subsidiary is a Foreign Subsidiary, such
new Subsidiary promptly executes a counterpart of the Guaranty, the Pledge
Agreement and the Security Agreement, and (iv) to the extent requested by the
Agent or the Required Banks, takes all actions required pursuant to Section
7.11, PROVIDED that no such action will be required by any new Subsidiary (that
is not a Wholly-Owned Subsidiary) to the extent such new Subsidiary is a party
to a preexisting agreement which prohibits such new Subsidiary from executing a
Guaranty; PROVIDED, FURTHER, such preexisting agreement was not entered into for
the purpose of avoiding the requirements of Section 8.14 and the restrictions
contained therein are no more adverse to the Company and its Subsidiaries than
to the other equity owners in such new Subsidiary. In addition, each new
Subsidiary that is required to execute any Credit Document shall execute and
deliver, or cause to be executed and delivered, all other relevant documentation
of the type described in Section 5 as such new Subsidiary would have had to
deliver if such new Subsidiary were a Credit Party on the Initial Borrowing
Date.

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

9.01 PAYMENTS. The Company shall (i) default in the payment when due
of any principal of the Loans or (ii) default, and such default shall continue
for three or more days, in the payment when due of any Unpaid Drawing, any
interest on the Loans or any Fees or any other amounts owing hereunder or under
any other Credit Document;

9.02 REPRESENTATIONS, ETC. Any representation, warranty or statement
made by any Credit Party in any Credit Document or in any statement or
certificate delivered pursuant thereto shall prove to be untrue in any material
respect on the date as of which made or deemed made; or

9.03 COVENANTS. Any Credit Party shall (a) default in the due
performance or observance by it of any term, covenant or agreement contained in
Section 8, or (b) 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 (a) of this Section 9.03) contained in this Agreement and such default
shall continue unremedied for a period of at least

30 days after notice to the defaulting party by the Agent or the Required Banks,
PROVIDED that if any such default covered by this clause (b) (i) is not capable
of being remedied within such 30-day period, (ii) is capable of being remedied
within an additional 30-day period and (iii) the Credit Party is diligently
pursuing such remedy during the periods contemplated by (i) and (ii) and has
advised the Agent as to the remedy thereof, the first 30-day period referred to
in this clause (b) shall be extended for an additional 30-day period but only so
long as (x) the Credit Party continues to diligently pursue such remedy and (y)
such default remains capable of being remedied within such period; or

9.04 DEFAULT UNDER OTHER AGREEMENTS. (a) The Company or any of its
Subsidiaries shall (i) default in any payment on or with respect to any
Indebtedness (other than the Obligations) beyond the period of grace, if any,
provided in the instrument or agreement under which such Indebtedness was
created 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, 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 Indebtedness
(other than the Obligations) of the Company or any of its 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 as a mandatory prepayment (unless
such required prepayment or mandatory prepayment results from a default
thereunder or an event of the type that constitutes an Event of Default), prior
to the stated maturity thereof; PROVIDED that it shall not constitute an Event
of Default pursuant to clause (a) or (b) of this Section 9.04 unless the
principal amount of any one issue of such Indebtedness, or the aggregate amount
of all such Indebtedness referred to in clauses (a) and (b) above, exceeds
$5,000,000 at any one time; or

9.05 BANKRUPTCY, ETC. The Company or any of its 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 Subsidiaries and the petition is not controverted within
30 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 of its
Subsidiaries; or the Company or any of its Subsidiaries commences any other
proceeding under any reorganization, arrangement, adjustment of debt, relief of
debtors, dissolution, insolvency or liquidation or similar law of any
jurisdiction whether now or

hereafter in effect relating to the Company or any of its Subsidiaries; or there
is commenced against the Company or any of its Subsidiaries any such proceeding
which remains undismissed for a period of 60 days; or the Company or any of its
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 Subsidiaries suffers any appointment of any custodian or the like for
it or any substantial part of its property to continue undischarged or unstayed
for a period of 60 days; or the Company or any of its Subsidiaries makes a
general assignment for the benefit of creditors; or any corporate action is
taken by the Company or any of its Subsidiaries for the purpose of effecting any
of the foregoing; or

9.06 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 the subject of termination proceedings under ERISA, any Plan shall have an
Unfunded Current Liability, a contribution required to be made to a Plan or a
Foreign Pension Plan has not been timely made, the Company or any Subsidiary of
the Company 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)(2), 4971,
4975 or 4980 of the Code, or the Company or any Subsidiary of the Company 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) which provide
benefits to retired employees and 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) or Foreign Pension Plans; (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 imposition of a lien, granting of
a security interest or incurring a liability; and (c) which lien, security
interest or liability which arises from such event or events is reasonably
likely to have a Material Adverse Effect; or

9.07 SECURITY DOCUMENTS. (a) Any Security Document shall cease to be
in full force and effect, or shall cease to give the Collateral Agent the Liens,
rights, powers and privileges purported to be created thereby in favor of the
Collateral Agent with respect to any portion of the Collateral which is not DE
MINIMIS, or (b) any Credit Party 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 such Security Document and such default shall continue
beyond any

cure or grace period specifically applicable thereto pursuant to the terms of
any such Security Document; or

9.08 GUARANTEES. The Guarantees or any provision thereof shall cease
to be in full force and effect, or any Guarantor or any Person acting by or on
behalf of such Guarantor shall deny or disaffirm such Guarantor's obligations
under any Guaranty or 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

9.09 JUDGMENTS. One or more judgments or decrees shall be entered
against the Company or any of its Subsidiaries involving a liability (to the
extent not paid or not fully covered by insurance) in excess of $5,000,000 for
all such judgments and decrees and all such judgments or decrees shall not have
been vacated, discharged or stayed or bonded pending appeal within 60 days from
the entry thereof; or

9.10 OWNERSHIP. A Change of Control Event shall have occurred;

then, and in any such event, and at any time thereafter, if any Event of Default
shall then be continuing, the Agent may, (and 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 Guarantor or the Company, 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 Revolving Loan Commitment
terminated, whereupon the Revolving Loan Commitment of each Bank shall forthwith
terminate immediately and any Commitment Fees 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 and all Obligations owing hereunder
(including Unpaid Drawings) 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 Company; (iii) enforce, as
Collateral Agent (or direct the Collateral Agent to enforce), any or all of the
Liens and security interests created pursuant to the Security Documents; (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 upon
receipt of such notice, or upon the occurrence of any Event of Default specified
in Section 9.05, to pay) to the Collateral Agent at the Payment Office such
additional amounts of cash, to be held as security for the Company's
reimbursement obligations in respect

of Letters of Credit then outstanding, equal to the aggregate Stated Amount of
all Letters of Credit then outstanding.

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:

"Adjusted Certificate of Deposit Rate" shall mean, on any day, the sum
(rounded to the nearest 1/100 of 1%) of (1) the rate obtained by dividing (x)
the most recent weekly average dealer offering rate for negotiable certificates
of deposit with a three-month maturity in the secondary market as published in
the most recent Federal Reserve System publication entitled "Select Interest
Rates," published weekly on Form H.15 as of the date hereof, or if such
publication or a substitute containing the foregoing rate information shall not
be published by the Federal Reserve System for any week, the weekly average
offering rate determined by the Agent on the basis of quotations for such
certificates received by it from three certificate of deposit dealers in New
York of recognized standing or, if such quotations are unavailable, then on the
basis of other sources reasonably selected by the Agent, by (y) a percentage
equal to 100% minus the stated maximum rate of all reserve requirements as
specified in Regulation D applicable on such day to a three-month certificate of
deposit of a member bank of the Federal Reserve System in excess of $100,000
(including, without limitation, any marginal, emergency, supplemental, special
or other reserves), plus (2) the then daily net annual assessment rate as
estimated by the Agent for determining the current annual assessment payable by
BTCo to the Federal Deposit Insurance Corporation for insuring three month
certificates of deposit.

"Affiliate" shall mean, with respect to any Person, any other Person
directly or indirectly controlling (including but not limited to all directors
and executive officers of such Person), controlled by, or under direct or
indirect common control with such Person. A Person shall be deemed to control a
corporation if such 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 of such corporation or (ii) to direct or cause the direction of the
management and policies of such corporation, whether through the ownership of
voting securities, by contract or otherwise. Without limiting the foregoing,
Alpine and its Affiliates shall be deemed to be Affiliates of the Company and
its Subsidiaries so long as the Service Agreement is in place.

"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 11.10.

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

"Alpine" shall have the meaning set forth in the whereas clauses to
this Agreement.

"Alpine Tax Allocation Agreement" shall mean the tax allocation
agreement by and among Alpine, the Company and their Affiliates dated as of
October 2, 1996, effective as of May 1, 1996.

"Applicable Base Rate Margin" shall mean a percentage per annum equal
to 1.25%, less the then applicable Interest Reduction Discount, if any; PROVIDED
that in no event shall the Applicable Base Rate Margin be less than 0%.

"Applicable Eurodollar Margin" shall mean a percentage per annum equal
to 2.25%, less the then applicable Interest Reduction Discount, if any; PROVIDED
that in no event shall the Applicable Eurodollar Margin be less than 1.00%.

"Asset Sale" shall mean any sale, transfer or other disposition by the
Company or any of its Subsidiaries to any Person of any asset (including,
without limitation, any capital stock or other securities of another Person, but
excluding the sale by such Person of its own capital stock) of the Company or
such Subsidiary other than (i) sales, transfers or other dispositions of
inventory made in the ordinary course of business and (ii) sales of assets
pursuant to, Sections 8.02(e), (f), (g), (h), (i) and (n).

"Assignment and Assumption Agreement" shall mean the Assignment and
Assumption Agreement substantially in the form of EXHIBIT K (appropriately
completed).

"Authorized Officer" shall mean any senior officer of the Company
designated as such in writing to the Agent by the Company to the extent
reasonably 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 Borrowing (including
any Mandatory Borrowing) or to fund its portion of any unreimbursed payment
under Section 2.04(c) or (ii) a Bank having notified the Agent and/or the
Company that it does not intend to comply with the obligations under Section
1.01(a), 1.01(c) or 2.04(c), in the case of either clause (i) or (ii) above 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.

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

"Base Rate" at any time shall mean the highest of (x) the rate which
is 1/2 of 1% in excess of the Adjusted Certificate of Deposit Rate, (y) the
Prime Lending Rate and (z) the rate which is 1/2 of 1% in excess of the Federal
Funds Rate.

"Base Rate Loan" shall mean each Loan bearing interest at the rates
provided in Section 1.08(a).

"Borrowing" shall mean and include (i) the borrowing of Swingline
Loans from BTCo on a given date and (ii) the borrowing of one Type of Revolving
Loan from all of the Banks on a given date (or resulting from conversions on a
given date), having in the case of Eurodollar Loans the same Interest Period;
PROVIDED that Base Rate Loans incurred pursuant to Section 1.10(b) shall be
considered part of any related Borrowing of Eurodollar Loans.

"BTCo" shall mean Bankers Trust Company, in its individual capacity,
and any successor corporation thereto by merger, consolidation or otherwise.

"Business Day" shall mean (i) for all purposes other than as covered
by clause (ii) below, any day excluding Saturday, Sunday and any day which shall
be in the City of New York a legal holiday or a day on which banking
institutions are authorized by law or other governmental actions to close and
(ii) with respect to all notices and determinations in connection with, and
payments of principal and interest on, Eurodollar Loans, any day which is a
Business Day described in clause (i) and which is also a day for trading by and
between banks in U.S. dollar deposits in the interbank Eurodollar market.

"Canadian Subsidiary" shall mean Superior Cable Corporation, an
Ontario corporation.

"Capital Expenditures" shall mean, with respect to any Person, all
expenditures by such Person which should be added to the fixed assets account on
the consolidated balance sheet of such Person in accordance with GAAP (which
shall not include interest capitalized during construction but only to the
extent included in Consolidated Interest Expense), including all such
expenditures with respect to plant, property or equipment (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.

"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, should be

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 Subsidiaries in each case taken at
the amount thereof that should be accounted for as liabilities in accordance
with GAAP.

"Cash Equivalents" shall mean (i) securities issued or directly and
fully guaranteed or insured by the United States of America or any agency or
instrumentality thereof (PROVIDED that the full faith and credit of the United
States of America is pledged in support thereof) having maturities of not more
than twelve months from the date of acquisition, (ii) U.S. dollar denominated
time deposits, certificates of deposit and banker acceptances of (x) any Bank or
(y) any bank whose short-term commercial paper rating from S&P is at least A-1
or the equivalent thereof or from ▇▇▇▇▇'▇ is at least P-1 or the equivalent
thereof (any such bank or Bank, an "Approved Bank"), in each case with
maturities of not more than twelve months from the date of acquisition, (iii)
commercial paper issued by any Approved Bank or by the parent company of any
Approved Bank and commercial paper issued by, or guaranteed by, any industrial
or financial company with a short-term commercial paper rating of at least A-1
or the equivalent thereof by S&P or at least P-1 or the equivalent thereof by
Moody's, as the case may be, and in each case maturing within twelve months
after the date of acquisition, (iv) marketable direct obligations issued by any
state of the United States of America or any political subdivision of any such
state or any public instrumentality thereof maturing within twelve months from
the date of acquisition thereof and, at the time of acquisition having one of
the two highest ratings obtainable from either S&P or Moody's, (v) any
repurchase agreement entered into with any Approved Bank which is secured by any
obligation of the type described in any of clauses (i) through (iii) and (vi)
investments in money market funds substantially all the assets of which are
comprised of securities of the types described in clauses (i) through (iv)
above.

"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 of its Subsidiaries from
such Asset Sale.

"Change of Control Event" shall mean (a) the Company shall cease to
own directly 100% on a fully diluted basis of the economic and voting interest
in the capital stock of Superior or DNE (other than the shares of Superior
Preferred Stock referred to in the recitals to this Agreement) or (b) any Person
or "group" (within the meaning of Rules 13d-3 and 13d-5 under the

Securities Exchange Act of 1934, as in effect on the (Effective Date), other
than Alpine, shall (A) have acquired beneficial ownership of 20% or more on a
fully diluted basis of the voting and/or economic interest in the Company's
capital stock (PROVIDED, HOWEVER, such referenced percentage in this clause (A)
shall be 25% if, and so long as, Alpine directly maintains ownership of more
than 30% on a fully diluted basis of the economic and voting interests in the
Company's capital stock) or (B) obtained the power (whether or not exercised) to
elect a majority of the Company' directors or (C) the Board of Directors of the
Company shall cease to consist of a majority of Continuing Directors.

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

"Collateral" shall mean all of the Pledged Collateral, Pledged
Securities and Mortgaged Property.

"Collateral Agent" shall mean the Agent acting as collateral agent for
the Secured Creditors.

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

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

"Company Common Stock" shall have the meaning provided in Section
6.14.

"Company Tax Allocation Agreement" shall mean the tax allocation
agreement by and among the Company and its Subsidiaries dated as of October 2,
1996, effective as of May 1, 1996.

"Consolidated Debt" shall mean, at any time, all Indebtedness of the
Company and its Subsidiaries determined on a consolidated basis; PROVIDED that
for purposes of this definition, the amount of Indebtedness in respect of
Interest Rate Protection Agreements and Other Hedging Agreements shall be at any
time equal to the unrealized net loss position, if any, of the Company and/or
its Subsidiaries thereunder on a marked to market basis determined no more than
one month prior to such time.

"Consolidated EBIT" shall mean, for any period, Consolidated Net
Income, before total interest expense (inclusive of amortization of deferred
financing fees, premiums on Interest

Rate Protection Agreements and any original issue discount) and before minority
charges resulting from the existence of the Superior Preferred Stock of the
Company and its Subsidiaries determined on a consolidated basis and provisions
for taxes based on income, whether paid or deferred.

"Consolidated EBITDA" shall mean, for any period, Consolidated EBIT,
adjusted by adding thereto the amount of all depreciation expense and
amortization expense plus non-cash compensation expenses relating to restricted
stock and stock- option grants, in each case, that were deducted in determining
Consolidated EBIT for such period, plus net earnings of any Person (other than a
consolidated Subsidiary that is a Guarantor) in which the Company or any
consolidated Subsidiary has an ownership interest to the extent such net
earnings shall have actually been received by the Company or such consolidated
Subsidiary in the form of cash distributions.

"Consolidated Fixed Charges" shall mean, for any period the sum of
Consolidated Interest Expense for such period plus (v) all dividends paid or
accrued on capital stock of the Company and its Subsidiaries held by persons
other than the Company and its Subsidiaries that are Guarantors plus (w) the
amount of all Capital Expenditures of the Company (other than Capital
Expenditures made pursuant to clause (d) or (e) of Section 8.08) and its
Subsidiaries paid or accrued with respect to such period plus (x) all cash taxes
paid or accrued with respect to such period (other than with respect to net
income taxes attributable to items that are excluded from the calculation of
Consolidated Net Income in the period) plus (y) $10,000,000 for the first
Special Dividend Period, $10,000,000 for the next succeeding Special Dividend
Period, $15,000,000 for the next succeeding Special Dividend Period, $20,000,000
for the next succeeding Special Dividend Period, and $40,000,000 for the next
succeeding Special Dividend Period and (z) mandatory principal payments on
Indebtedness (other than with respect to Loans) required to be made during such
period.

"Consolidated Interest Expense" shall mean, for any period, total
interest expense (including that attributable to (A) any rent paid in respect of
Capital Leases which is or should be allocable to interest expense in accordance
with GAAP and (B) interest capitalized during the construction of any Capital
Expenditure) of the Company and its Subsidiaries determined on a consolidated
basis with respect to all outstanding Indebtedness of the Company and its
Subsidiaries, including, without limitation, all commissions, discounts and
other fees and charges owed with respect to letters of credit and bankers'
acceptance financing and net costs or benefits under Interest Rate Protection
Agreements, but excluding, however, amortization of any payments made to obtain
any Interest Rate Protection Agreement and Other Hedging Agreements and deferred
financing costs and any interest expense on deferred compensation

arrangements to the extent included in total interest expense; PROVIDED, for
that portion of any Test Period prior to the Initial Borrowing Date,
Consolidated Interest Expense shall be determined on a PRO FORMA basis as if (i)
no loans were outstanding under the Existing Credit Agreement, (ii) Loans in an
aggregate principal amount equal to the amount outstanding on the Initial
Borrowing Date (after giving effect to the Transaction) had been outstanding at
all times since the first day of such Test Period and that such Loans had
accrued interest at a per annum rate equal to the Eurodollar Rate that would
have been in effect on the Initial Borrowing Date as if Eurodollar Loans were
incurred on such date.

"Consolidated Net Income" shall mean, for any period, the net income
(or loss), after provisions for income taxes (other than with respect to net
income taxes attributable to items that are excluded from the calculation of
Consolidated Net Income in the period), of the Company and its Subsidiaries on a
consolidated basis for such period taken as a single accounting period in
conformity with GAAP but excluding in any event (a) any extraordinary gains (net
of extraordinary losses) but with giving effect to gains or losses from sales of
assets sold in the ordinary course of business; (b) net earnings of any person
(other than a consolidated Subsidiary that is a Guarantor or the Canadian
Subsidiary) in which the Borrower or any consolidated Subsidiary has an
ownership interest unless such net earnings shall have actually been received by
the Borrower or such consolidated Subsidiary in the form of cash distributions;
(c) any portion of the net earnings of any consolidated Subsidiary which is
unavailable for payment of dividends to the Borrower or any other consolidated
Subsidiary by reason of the provisions of any agreement or applicable law or
regulation (including, without limitation, those agreements referred to in the
exceptions set forth in Section 8.13); (d) earnings resulting from any
reappraisal, revaluation or write-up of assets; (e) the income (or loss) of any
Person accrued prior to the date it becomes a Subsidiary of such Person or is
merged into or consolidated with such Person or any of its Subsidiaries or that
Person's assets are acquired by such Person or any of its Subsidiaries; (f) the
aggregate net gain (or loss) during such period arising from the revaluation
(but not sale) of readily marketable securities; (g) the income (or loss) from
discontinued operations; and (h) non-cash charges and cash charges (but only to
the extent such cash charges are reimbursed by a controlling Affiliate in cash
at the time of incurrence thereof), in each case, relating to the Transaction,
repayment of Indebtedness incurred under the Existing Credit Agreement and any
Dividend paid, in accordance with the terms hereof, from proceeds of the Initial
Public Offering.

"Contingent Obligations" shall mean as to any Person any obligation of
such Person guaranteeing or intended to guarantee 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 (x) for the purchase or payment of any
such primary obligation or (y) 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 obligations 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 or standard contractual indemnities entered into, in each case 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.

"Continuing Directors" shall mean the directors of the Company on the
Initial Borrowing Date and each other director if such director's nomination for
the election to the Board of Directors of the Company is recommended by a
majority of the then Continuing Directors.

"Credit Documents" shall mean this Agreement, each of the Notes and
each Security Document.

"Credit Event" shall mean the making of a Loan (other than a Revolving
Loan made pursuant to a Mandatory Borrowing) or the issuance of a Letter of
Credit.

"Credit Party" shall mean the Company and each Guarantor.

"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.

"Destruction" has the meaning assigned to that term in each Mortgage.

"Dividends" shall have the meaning provided in Section 8.07.

"Documents" shall mean the Credit Documents and the IPO Documents.

"Domestic Subsidiary" shall mean each Subsidiary of the Company
incorporated or organized in the United States or any State or territory
thereof.

"Effective Date" shall have the meaning provided in Section 12.10.

"Eligible Transferee" shall mean a commercial bank, financial
institution or other institutional "accredited investor" (as defined in
Regulation D of the Securities Act).

"End Date" shall have the meaning provided in the definition of
Interest Reduction Discount.

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

"Environmental Law" shall mean any foreign, federal, state or local
policy, statute, law, rule, regulation, ordinance, code or rule of common law
now or hereafter in effect and in each case as amended, and any judicial or
administrative interpretation thereof, including any judicial or administrative
order, consent, decree or judgment (for purposes of this definition
(collectively, "Laws")), relating to the environment or Hazardous Materials, or
health and safety to the extent such health and safety issues arise under the
Occupational Safety and Health Act of 1970, as amended, or any such similar
Laws.

"ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended from time to time, and the regulations promulgated and the
rulings issued thereunder. Section references to ERISA are to ERISA as in effect
at the date

of this Agreement 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 together with the Company or any Subsidiary of the Company would
be deemed to be a "single employer" within the meaning of Section 414(b) or (c)
of the Code or (to the extent required by operation of Title IV of ERISA or
Section 412 of the Code or Section 302 of ERISA) Section 414(m) or (o) of the
Code.

"Eurodollar Loans" shall mean each Loan bearing interest at the rates
provided in Section 1.08(b).

"Eurodollar Rate" shall mean with respect to each Interest Period for
a Eurodollar Loan, (i) the arithmetic average (rounded to the nearest 1/16 of
1%) of the offered quotation to first-class banks in the interbank Eurodollar
market by BTCo for U.S. dollar deposits of amounts in same day funds generally
comparable to the aggregate principal amount of the Eurodollar Loan for which an
interest rate is then being determined with maturities comparable to the
Interest Period to be applicable to such Eurodollar Loan, determined as of 10:00
A.M. (New York time) on the date which is two Business Days prior to the
commencement of such Interest Period divided (and rounded upward to the next
whole multiple of 1/16 of 1%) by (ii) a percentage equal to 100% minus the then
stated maximum rate of all reserve requirements (including, without limitation,
any marginal, emergency, supplemental, special or other reserves) applicable to
any member bank of the Federal Reserve System in respect of Eurocurrency
liabilities as defined in Regulation D (or any successor category of liabilities
under Regulation D).

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

"Existing Credit Agreement" means the credit facility provided to
Alpine and certain Subsidiaries pursuant to the Loan and Security Agreement
dated as of July 21, 1995 among Alpine, the Subsidiaries named therein, the
financial institutions party thereto, and Shawmut Capital Corporation as Agent,
as amended.

"Existing Indebtedness" shall have the meaning provided in Section
6.22.

"Existing Indebtedness Agreements" shall have the meaning provided in
Section 5.14.

"Existing Letters of Credit" shall have the meaning provided in
Section 2.01(a).

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

"Federal Funds 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.

"Final Maturity Date" shall mean October 31, 2001.

"Foreign Cash Equivalents" shall mean Canadian dollar denominated
certificates of deposit or bankers acceptances of any bank organized under the
laws of Canada, provided that the short-term commercial paper rating of such
bank from S&P is at least A-1 or the equivalent thereof or from ▇▇▇▇▇'▇ is at
least P-1 or the equivalent thereof, in each case with maturities of not more
than twelve months from the date of acquisition.

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

"Foreign Subsidiary" shall mean each Subsidiary of the Company other
than a Domestic Subsidiary.

"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 and
the definition of Interest Reduction Discount, including defined terms as used
therein, are subject (to the extent provided therein) to Section 12.07(a).

"Guaranteed Creditors" shall mean and include each of the Agent, the
Collateral Agent, the Banks and each Letter of Credit Issuer.

"Guaranteed Obligations" shall mean the full and prompt payment when
due (whether at the stated maturity, by acceleration or otherwise) of the
principal and interest on each Note issued by the Company to each Bank, and
Loans made, under this Agreement and all reimbursement obligations and Unpaid
Drawings with respect to Letters of Credit, together with all the other
obligations (including obligations which, but for the automatic stay under
Section 362(a) of the Bankruptcy Code, would become due) and liabilities
(including, without limitation, indemnities, fees and interest thereon) of the
Company or any Guarantor to such Bank, the Agent and the Collateral Agent now
existing or hereafter incurred under, arising out of or in connection with any
Credit Document and the due performance and compliance with all the terms,
conditions and agreements contained in each of the Credit Documents by the
Company.

"Guarantor" shall mean each Subsidiary of the Company (other than a
Foreign Subsidiary except to the extent otherwise provided in Section 8.14).

"Guaranty" shall mean the Guaranty contained in Section 13 hereof.

"Hazardous Materials" shall mean (a) any petrochemical or petroleum
products or wastes (including crude oil or any fraction thereof), radioactive
materials, asbestos in any form that is or could become friable, urea
formaldehyde foam insulation, transformers or other equipment that contain
dielectric fluid containing levels of polychlorinated biphenyls, and radon gas;
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
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 payable to the sellers thereof or any of such seller's
assignees which in accordance with GAAP would be shown on the liability side of
the balance sheet of such Person but excluding deferred rent as determined in
accordance with GAAP, (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; PROVIDED, HOWEVER, that in the event that the liability of such first
Person is non-recourse to such Person and is recourse only to specified assets
of such Person, the amount of Indebtedness attributed thereto shall not exceed
the greater of the market value of such assets or the book

value of such assets, (v) all Capitalized Lease Obligations of such Person, (vi)
all 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 obligations under Interest Rate Protection Agreements and
Other Hedging Agreements and (viii) all Contingent Obligations of such Person;
PROVIDED that Indebtedness shall not include trade payables and accrued
expenses, in each case arising and payable in the ordinary course of business
and consistent with past practice (so long as so paid in the ordinary course of
business and consistent with past practice).

"Initial Borrowing Date" shall mean the date upon which the initial
Borrowing of Loans occurs.

"Initial Public Offering" shall have the meaning provided in the
recitals of this Agreement.

"Intercompany Loan" shall have the meaning provided in Section
8.05(g).

"Intercompany Notes" shall mean promissory notes, in the form of
EXHIBIT L, evidencing an Intercompany Loan.

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

"Interest Period," with respect to any Eurodollar Loan, shall mean the
interest period applicable thereto, as determined pursuant to Section 1.09.

"Interest Rate Protection Agreement" shall mean any interest rate swap
agreement, interest rate cap agreement, interest rate collar agreement, interest
rate hedging agreement or other similar agreement or arrangement.

"Interest Reduction Discount" shall mean zero; PROVIDED that from and
after the first day of any Margin Reduction Period (the "Start Date") to and
including the last day of such Margin Reduction Period (the "End Date"), the
Interest Reduction Discount shall be the respective percentage per annum set
forth in clause (A), (B), (C), (D) or (E) below if, but only if, as of the last
day of the most recent fiscal quarter or year, as the case may be, ended
immediately prior to such Start Date (the "Test Date"), the applicable
conditions set forth in clause (A), (B), (C), (D) or (E) below, as the case may
be, are met:

(A) .25% if, but only if, as of the Test Date for such Start Date the
Pro Forma Leverage Ratio for the Test Period ended on such Test Date shall
be equal to or less than 3.75:1.0 and none of the conditions set forth in
clause (B), (C), (D) or (E) below, as the case may be, are satisfied;

(B) .50% if, but only if, as of the Test Date for such Start Date the
Pro Forma Leverage Ratio for the Test Period ended on such Test Date shall
be equal to or less than 3.50:1.0 and none of the conditions set forth in
clause (C), (D) or (E) below, as the case may be, are satisfied;

(C) .75% if, but only if, as of the Test Date for such Start Date the
Pro Forma Leverage Ratio for the Test Period ended on such Test Date shall
be equal to or less than 3.25:1.0 and neither of the conditions set forth
in clause (D) or (E) below is satisfied; or

(D) 1% if, but only if, as of the Test Date for such Start Date the
Pro Forma Leverage Ratio for the Test Period ended on such Test Date shall
be equal to or less than 3.00:1.0 and the condition set forth in clause (E)
below is not satisfied; or

(E) 1.25% if, but only if, as of the Test Date for such Start Date
the Pro Forma Leverage Ratio for the Test Period ended on such Test Date
shall be equal to or less than 2.50:1.0.

Notwithstanding anything to the contrary contained above in this definition, (x)
the Interest Reduction Discount shall not exceed that set forth in clause (C)
prior to the first Test Date to occur after the first anniversary of the Initial
Borrowing Date, (y) the Interest Reduction Discount shall be zero at any time
when a Default or an Event of Default shall exist and (z) upon consummation of
the Initial Public Offering, the then in effect Interest Reduction Discount
shall be adjusted to give effect to the net reduction of outstanding Loans as a
result of any repayment from the proceeds of such Initial Public Offering (net
of any incremental Borrowings) as if such net reduction had occurred on the
relevant Test Date (such adjustment to take effect upon such repayment of
Loans).

"IPO Documents" shall mean the Registration Statement relating to the
registration of the the Company Common Stock, and all other documents or
agreements related to the consummation of the IPO, including, without
limitation, all underwriting or similar agreements and all documents filed with
the SEC.

"L/C Supportable Indebtedness" shall mean (i) obligations of the
Company or its Subsidiaries incurred in the ordinary course of business with
respect to insurance obligations and workers' compensation, surety bonds and
other similar statutory obligations and (ii) such other obligations of the
Company or any of its Subsidiaries as are reasonably acceptable to the Agent and
the Letter of Credit Issuer and otherwise permitted to exist pursuant to the
terms of this Agreement.

"Lease" shall mean any lease, sublease, franchise agreement, license,
occupancy or concession agreement.

"Leasehold" of any Person shall mean all of 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(a).

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

"Letter of Credit Issuer" shall mean BTCo.

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

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

"Letter of Credit Sublimit" shall mean $7,500,000.

"Leverage Ratio" shall mean, at any time, the ratio of (x)
Consolidated Debt as of the last day of the relevant Test Period to (y)
Consolidated EBITDA for the relevant Test Period.

"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, any
financing or similar statement or notice filed under the UCC or any similar
recording or notice statute, and any lease having substantially the same effect
as the foregoing).

"Loan" shall mean each Revolving Loan and each Swingline Loan.

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

"Margin Reduction Period" shall mean each period which shall commence
on a date on which the financial statements are delivered pursuant to Section
7.01(b) or (c), as the case may be, and which shall end on the earlier of (i)
the date of actual delivery of the next financial statements pursuant to Section
7.01(b) or (c), as the case may be, and (ii) the latest date on which the next
financial statements are required to be delivered pursuant to Section 7.01(b) or
(c), as the case may be; PROVIDED

that the first Margin Reduction Period shall commence on the date that the
financial statements are delivered for the Company's first fiscal quarter ending
after the Initial Borrowing Date.

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

"Material Adverse Effect" shall mean a material adverse effect on the
business, properties, assets, liabilities, condition (financial or otherwise) or
prospects of the Company and its Subsidiaries, taken as a whole and after giving
effect to the Transaction.

"Maximum Swingline Amount" shall mean $7,500,000.

"Minimum Borrowing Amount" shall mean (i) for Revolving Loans,
$1,000,000 and (ii) for Swingline Loans, $250,000.

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

"Mortgage" shall mean a revolving credit mortgage, assignment of
leases, security agreement and fixture filing, or a revolving credit deed of
trust, assignment of leases, security agreement and fixture filing creating and
evidencing a Lien on a Mortgaged Real Property, which shall be substantially in
the form of Exhibit M-1 or M-2 (as appropriate) hereto, containing such
schedules and including such additional provisions and other deviations from
such Exhibits as shall be necessary to conform such document to applicable or
local law or as shall be customary under local law and which shall be dated the
date of delivery thereof and made by the owner of the Mortgaged Real Property
described therein for the benefit of the Collateral Agent, as mortgagee (grantee
or beneficiary), assignee and secured party, as the same may at any time be
amended, modified or supplemented in accordance with the terms thereof and
hereof.

"Mortgaged Property" shall have the meaning assigned to such term in
the Mortgages.

"Mortgaged Real Property" shall mean and include the Real Properties
owned or leased by the Company and the Guarantors to the extent designated as
such on Annex IV and any additional Real Property which shall be subject to a
Mortgage delivered pursuant to Section 5.13.

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

"Net Award" has the meaning assigned to such term in each Mortgage.

"Net Cash Proceeds" shall mean, with respect to any Asset Sale, the
Cash Proceeds resulting therefrom net of (a) cash

expenses of sale (including, without limitation, brokerage fees, if any,
transfer taxes and payment of principal, premium and interest of Indebtedness
other than the Loans required to be repaid as a result of such Asset Sale), (b)
all foreign, federal, state and local taxes to the extent payable as a direct
consequence of any such Asset Sale and (c) deduction of reasonable amounts,
determined in accordance with GAAP, required to be provided by the Company or
such Subsidiary as a reserve against any liabilities retained by the Company or
any Subsidiary of the Company associated with such assets after such Asset Sale,
including, without limitation, any indemnification, pension and other
post-employment benefit liabilities, workers compensation liabilities,
liabilities associated with retiree benefits and liabilities relating to
environmental matters, except and until such reserves are reversed, in which
case the amount of such reversal shall constitute Net Cash Proceeds.

"Net Proceeds" has the meaning assigned to that term in each Mortgage.

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

"Note" shall mean each Revolving Note and the Swingline Note.

"Notice of Borrowing" shall have the meaning provided in Section
1.03(a).

"Notice of Conversion" shall have the meaning provided in Section
1.06.

"Notice Office" shall mean the office of the Agent located at ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ or such other office as the Agent
may designate to the Company and the Banks from time to time.

"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, the Collateral Agent or any Bank pursuant to the terms of any Credit
Document.

"Other Hedging Agreements" shall mean (x) any foreign exchange
contracts, currency swap agreements or other similar agreements or arrangements
designed to protect against fluctuations in currency values and (y) agreements
relating to the future purchase of commodities or designed to protect against
fluctuations in the prices of specific commodities.

"Participant" shall have the meaning provided in Section 2.04(a)(i).

"Payment Office" shall mean the office of the Agent located at ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ or such other office as the Agent
may designate to the Company and the Banks 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, at any time for each Bank, the percentage
obtained by dividing such Bank's Revolving Loan Commitment at such time by the
Total Revolving Loan Commitment then in effect; PROVIDED that if the Total
Revolving Loan Commitment has been terminated, the Percentage of each Bank shall
be determined by dividing such Bank's Revolving Loan Commitment as in effect
immediately prior to such termination by the Total Revolving Loan Commitment as
in effect immediately prior to such termination.

"Permitted Acquisition" shall have the meaning provided in Section
8.02(l).

"Permitted Liens" shall have the meaning provided in Section 8.03.

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

"Plan" shall mean any multiemployer plan 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, any of its
Subsidiaries or any ERISA Affiliate and each such plan for the five calendar
year period immediately following the latest date on which the Company, any of
its Subsidiaries or any ERISA Affiliate maintained, contributed to or had an
obligation to contribute to such plan or any such plan as to which the Company,
any of its Subsidiaries or any ERISA Affiliate may have any liability, PROVIDED,
HOWEVER, the term "Plan" shall not include any Foreign Pension Plan.

"Pledge Agreement" shall have the meaning provided in Section 5.11(a)
and shall include any additional pledge agreement executed by the Company or any
of its Subsidiaries pursuant to Section 7.11.

"Pledge Agreement Collateral" shall mean all "Collateral" as defined
in the Pledge Agreement.

"Pledged Collateral" shall have the meaning assigned to such term in
the Security Agreement.

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

"Prime Lending Rate" shall mean the rate which BTCo 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. BTCo may make commercial loans or other loans at rates of
interest at, above or below the Prime Lending Rate.

"Prior Liens" shall mean Liens which, pursuant to the provisions of
any Security Document, are or may be superior to the Lien of such Security
Document.

"Pro Forma Leverage Ratio" shall mean, at any time for the
determination thereof, the ratio of (x) Consolidated Debt at such time to (y)
Consolidated EBITDA for the Test Period then last ended, with such Pro Forma
Leverage Ratio to be determined on a PRO FORMA basis as if such Permitted
Acquisition (and any other Permitted Acquisition) that occurred during such Test
Period (and the incurrence, assumption and/or repayment of any Indebtedness in
connection with any such Permitted Acquisition), as the case may be, had
occurred on the first day of such Test Period (and such Indebtedness, if any,
had remained outstanding (or had not been outstanding, as the case may be)
throughout such Test Period) it being understood that in calculating the Pro
Forma Leverage Ratio in connection with each and every Permitted Acquisition,
Consolidated EBITDA shall include the results of operations of the Person or
assets acquired pursuant to each such Permitted Acquisition on a PRO FORMA basis
as if such acquisition had occurred on the first day of the respective Test
Period. On the date of any Permitted Acquisition pursuant to which the Pro
Forma Leverage Ratio is to be calculated and on each date of calculation of Pro
Forma Leverage Ratio, the Company shall deliver to the Agent a certificate of
the Company's chief financial officer setting forth in reasonable detail the PRO
FORMA calculations required to establish the Pro Forma Leverage Ratio (with such
PRO FORMA calculations to be made on a basis reasonably satisfactory to the
Agent and to assume that the interest expense attributable to any Indebtedness
(whether existing or being incurred) bearing a floating interest rate shall be
computed as if the rate in effect on the date of such Permitted Acquisition
(taking into account any Interest Rate Protection Agreement applicable to such
Indebtedness if such Interest Rate Protection Agreement has a remaining term in
excess of 12 months) had been the applicable rate for the entire period).

"Projections" shall have the meaning provided in Section 5.17.

"Quarterly Payment Date" shall mean the last Business Day of each
fiscal quarter (including the fourth fiscal quarter) of the Company.

"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.

"Register" shall have the meaning provided in Section 7.12.

"Registration Statement" shall mean the Company's Registration
Statement on Form S-1 as filed on September 12, 1996 with the SEC.

"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.

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

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

"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 any portion thereof.

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

"Release" means disposing, discharging, injecting, spilling, pumping,
leaking, leaching, dumping, emitting, escaping, emptying, seeping, placing,
pouring and the like, into or upon any land or water or air, or otherwise
entering into the environment.

"Replaced Bank" shall have the meaning provided in Section 1.13.

"Replacement Bank" shall have the meaning provided in Section 1.13.

"Reportable Event" shall mean an event described in Section 4043(c) of
ERISA with respect to a Plan as to which the

30-day notice requirement has not been waived by the PGBC by regulation.

"Required Banks" shall mean collectively (and not individually)
Non-Defaulting Banks the sum of whose Revolving Loan Commitments (or, if after
the Total Revolving Loan Commitment has been terminated, outstanding Revolving
Loans and Percentages of outstanding Swingline Loans and Letter of Credit
Outstandings) constitute greater than 50% of the Total Revolving Loan Commitment
less the aggregate Revolving Loan Commitments of Defaulting Banks (or, if after
the Total Revolving Loan Commitment has been terminated, the total outstanding
Revolving Loans of Non-Defaulting Banks and the aggregate Percentages of all
Non-Defaulting Banks of the total outstanding Swingline Loans and Letter of
Credit Outstandings at such time).

"Returns" shall have the meaning provided in Section 6.22.

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

"Revolving Loan Commitment" shall mean, with respect to each Bank, the
amount set forth opposite such Bank's name in Annex I directly below the column
entitled "Revolving Loan Commitment," as the same may be reduced from time to
time pursuant to Section 3.02, Section 3.03, Section 9 and/or the definition of
"Total Revolving Loan Commitment."

"Revolving Note" shall have the meaning provided in Section 1.05(a).

"Rollover Amount" shall have the meaning provided in Section 8.08(b).

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

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

"Secured Creditors" shall have the meaning provided in the Security
Documents.

"Security Agreement" shall have the meaning provided in Section
5.11(b) and shall include any additional security agreement executed by the
Company or any of its Subsidiaries pursuant to Section 7.11.

"Security Documents" shall mean and include the Security Agreement,
the Pledge Agreement and each Mortgage.

"Services Agreement" shall mean the services agreement between Alpine
and the Company, dated the Initial Borrowing Date, in the form approved by the
Agent.

"S&P" shall mean Standard & Poors' Ratings Service.

"Special Dividend Period" shall mean each four consecutive fiscal
quarters of the Company commencing with the fiscal quarter beginning July 28,
1996 and each four fiscal periods thereafter commencing on the date immediately
following the last day of the immediately preceding Special Dividend Period.

"Start Date" shall have the meaning provided in the definition of
Interest Reduction Discount.

"Stated Amount" of each Letter of Credit shall mean the maximum amount
available to be drawn thereunder (regardless of whether any conditions for
drawing could then be met).

"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 (other than a corporation) in which such Person directly
or indirectly through Subsidiaries, has more than a 50% equity interest at the
time.

"Superior Preferred Stock" shall have the meaning set forth in the
recitals to this Agreement (but shall include any Company preferred stock issued
in exchange therefor pursuant to clause (vi)(y) of Section 8.06).

"Survey" means a survey of any Mortgaged Real Property (and all
improvements thereon): (i) prepared by a surveyor or engineer licensed to
perform surveys in the state, province or country where such Mortgaged Real
Property is located, (ii) dated (or redated) not earlier than six months prior
to the date of delivery thereof unless there shall have occurred within the six
months prior to such date of delivery any exterior construction on the site of
such Mortgaged Real Property, in which event such survey shall be dated (or
redated) after the completion of such construction or if such construction shall
not have been completed as of such date of delivery, not earlier than 20 days
prior to such date of delivery, (iii) certified by the surveyor (in a manner
reasonably acceptable to the Collateral Agent) to the Collateral Agent and the
Title Company and (iv) complying in all respects with the minimum detail
requirements of the American

Land Title Association as such requirements are in effect on the date of
preparation of such survey.

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

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

"Swingline Note" shall have the meaning provided in Section 1.05(a).

"Syndication Date" shall mean that date upon which the Agent
determines (and notifies the Company and the Banks) that the primary syndication
(and resultant addition of Persons as Banks pursuant to Section 12.04(b)) has
been completed.

"Taking" has the meaning assigned to such term in each Mortgage.

"Target Amount" shall mean $120,000,000 except that if the gross
proceeds of the Initial Public Offering, less underwriting discounts, not to
exceed 7.00% and up to $700,000 of expenses (the "Net Proceeds") is less than
$88,580,000, then the Target Amount shall be increased by an amount equal to the
difference between the Net Proceeds and $88,580,000, but in no event shall the
Target Amount be greater than $130,580,000.

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

"Test Date" shall have the meaning provided in the definition of
Interest Reduction Discount.

"Test Period" shall mean four consecutive fiscal quarters of the
Company (taken as one accounting period) ended, in the case of any determination
of Interest Reduction Discount, on the applicable Test Date and, in all other
cases, ended on the date indicated in the applicable Section hereof.

"Title Company" shall mean First American Title Insurance Company or
such other title insurance or abstract company as shall be designated by the
Agent.

"Total Consideration Amount" shall mean (with respect to any Permitted
Acquisition, or series of related Permitted Acquisitions) $30,000,000, PROVIDED
that if at least 90% of the total consideration with respect thereto (as
determined in accordance with Section 8.02(l)) is paid in shares of Company
Common Stock, such amount shall be $75,000,000.

"Total Revolving Loan Commitment" shall mean the sum of the Revolving
Loan Commitments of each of the Banks it being

understood that the Total Revolving Loan Commitment as of the Initial Borrowing
Date shall be $175,000,000, PROVIDED that if the Initial Public Offering occurs
on or before that date, the Total Revolving Loan Commitment shall be reduced to
$150,000,000 with such reduction to reduce the Revolving Loan Commitments of
each Bank proportionately in proportion to their respective Revolving Loan
Commitments.

"Total Revolving Outstandings" shall mean, at any time, the sum of (i)
the aggregate principal amount of all Revolving Loans outstanding at such time,
(ii) the aggregate principal amount of all Swingline Loans outstanding at such
time and (iii) the aggregate amount of all Letter of Credit Outstandings at such
time.

"Total Unutilized Revolving Loan Commitment" shall mean, at any time,
(i) the Total Revolving Loan Commitment at such time less (ii) Total Revolving
Outstandings at such time.

"Transaction" shall have the meaning set forth in the Recitals to the
Agreement.

"Type" shall mean any type of Revolving Loan determined with respect
to the interest option applicable thereto, i.e., a Base Rate Loan or a
Eurodollar Loan.

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

"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.

"Unpaid Drawing" shall have the meaning provided in Section 2.03(a).

"Unutilized Revolving Loan Commitment" with respect to any Bank at any
time shall mean such Bank's Revolving Loan Commitment at such time less the sum
of (i) the aggregate then outstanding principal amount of all Revolving Loans
made by such Bank, (ii) such Bank's Percentage of the then Letter of Credit
Outstandings and (iii) in the case of BTCo, the aggregate then outstanding
principal amount of all Swingline Loans.

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

100

"Wholly-Owned Domestic Subsidiary" shall mean, as to any Person, any
Wholly-Owned Subsidiary of such Person which is a Domestic Subsidiary.

"Wholly-Owned Foreign Subsidiary" shall mean, as to any Person, any
Wholly-Owned Subsidiary of such Person which is a Foreign Subsidiary.

"Wholly-Owned Subsidiary" shall mean, as to any Person, (i) any
corporation 100% of whose capital stock (other than director's qualifying shares
and/or other nominal amounts of shares required to be held other than by such
Person under applicable law) is at the time owned by such Person and/or one or
more Wholly-Owned Subsidiaries of such Person and (ii) any partnership,
association, joint venture or other entity in which such Person and/or one or
more Wholly-Owned Subsidiaries of such Person has a 100% equity interest at such
time.

"Written" (whether lower or upper case) or "in writing" shall mean any
form of written communication or a communication by means of telex, facsimile
device, or telegraph or cable.

SECTION 11. THE AGENT.

11.01 APPOINTMENT. Each Bank hereby irrevocably designates and
appoints BTCo as Agent of such Bank (such term to include for purposes of this
Section 11, BTCo acting as Collateral Agent) to act as specified herein and in
the other Credit Documents, and each such Bank hereby irrevocably authorizes
BTCo as the Agent to take such action on its behalf under the provisions of the
Credit Documents and to exercise such powers and perform such duties as are
expressly delegated to the Agent by the terms of the 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 any Credit Document,
the Agent shall not have any duties or responsibilities, except those expressly
set forth in the Credit Documents, or any fiduciary relationship with any Bank,
and no implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or otherwise (including by
operation of law) to exist against the Agent. The provisions of this Section 11
are solely for the benefit of the Agent and the Banks, and neither the Company
nor any of its Subsidiaries or Affiliates 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 the Agent does not assume and shall not be deemed to have assumed any
obligation or relationship of agency or trust with or for the Company or any of
its Subsidiaries or Affiliates.

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11.02 DELEGATION OF DUTIES. The Agent may execute any of its duties
under or any 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.

11.03 EXCULPATORY PROVISIONS. Neither the Agent nor any of its
Affiliates or any of their officers, directors, employees, agents or
attorneys-in-fact shall be (i) liable for any action lawfully taken or omitted
to be taken by it or such Person in its capacity as Agent under or in connection
with any Credit Document (except to the extent found to have resulted from 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, any of its Subsidiaries or any of their
respective officers contained in any Credit Document, any other 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, any Document or for
any failure of the Company or any of its Subsidiaries or any of their respective
officers to perform its 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 condition
of, any Document, or to inspect the properties, books or records of the Company
or any of its Subsidiaries. The Agent shall not be responsible to any Bank for
the effectiveness, genuineness, validity, enforceability, collectability or
sufficiency of any 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 the Company or any of its Subsidiaries
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.

11.04 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, telex
or teletype message, statement, order or other document or conversation
reasonably 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 or any of
its Subsidiaries), independent accountants and other experts selected by the
Agent.

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The Agent shall be fully justified in failing or refusing to take any action
under any Credit Document unless it shall first receive such advice or
concurrence of the Required 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 any of the 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.

11.05 NOTICE OF DEFAULT. The Agent shall not be deemed to have
knowledge or notice of the occurrence of any Default or Event of Default unless
the Agent has actually received notice from a Bank or the Company 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 reasonably 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.

11.06 NONRELIANCE ON AGENT AND OTHER BANKS. Each Bank expressly
acknowledges that neither the Agent nor any of its Affiliates nor any of their
respective officers, directors, employees, agents or attorneys-in-fact 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 of its
Subsidiaries, shall be deemed to constitute any representation or warranty by
the Agent or any such other Person to any Bank. Each Bank represents to the
Agent that it has, independently and without reliance upon the Agent or any such
other Person 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 such other Person 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

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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 condition, prospects or creditworthiness of the
Company or any of its Subsidiaries which may come into the possession of the
Agent or any of its Affiliates or any of their officers, directors, employees,
agents or attorneys-in-fact.

11.07 INDEMNIFICATION. The Banks agree to indemnify the Agent in its
capacity as such ratably according to their respective "percentages" as used in
determining the Required Banks at such time (with such "percentages" to be
determined as if there are no Defaulting Banks), 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 any Credit Document,
or any documents contemplated by or referred to herein or therein, or the
transactions contemplated hereby or thereby 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 to the extent found
to have resulted solely from the gross negligence or willful misconduct of the
Agent. To the extent any Bank would be required to indemnify the Agent pursuant
to the immediately preceding sentence but for the fact that it is a Defaulting
Bank, such Defaulting Bank shall not be entitled to receive any portion of any
payment or other distribution hereunder (including, without limitation as to
principal of or interest on any Loans) until each other Bank shall have been
reimbursed for the excess, if any, of the aggregate amount paid by such Bank
under this Section 11.07 over the aggregate amount such Bank would have been
obligated to pay had such first Bank not been a Defaulting Bank. 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.

11.08 AGENT IN ITS 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 and Affiliates as though the
Agent were not the 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

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as though it were not the Agent and the terms "Bank" and "Banks" shall include
the Agent in its individual capacity.

11.09 HOLDERS. The Agent may deem and treat the payee of any Note as
the owner thereof for all purposes hereof unless and until a written notice of
the assignment, transfer or endorsement thereof, as the case may be, shall have
been filed with the Agent. Any request, authority or consent of any Person or
entity who, at the time of making such request or giving such authority or
consent, is the holder of any Note shall be conclusive and binding on any
subsequent holder, transferee, assignee or indorsee, as the case may be, of such
Note or of any Note or Notes issued in exchange therefor.

11.10 RESIGNATION OF THE AGENT; SUCCESSOR AGENT. The Agent may
resign as the Agent upon 60 days' notice to the Banks and the Company. Upon the
resignation of the Agent, the Required Banks shall appoint from among the Banks
a successor Agent which is a bank or a trust company for the Banks subject to
prior approval by the Company (such approval not to be unreasonably withheld,
provided that such approval shall not be required if a Default or an Event of
Default then exists), 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 resignation of the Agent hereunder, 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. MISCELLANEOUS.

12.01 PAYMENT OF EXPENSES, ETC. The Company agrees to: (i) whether
or not the transactions herein contemplated are consummated, pay all
out-of-pocket costs and expenses of the Agent and the Documentation Agent
(including, without limitation, the reasonable fees and disbursements of ▇▇▇▇▇▇
▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ and local counsel) 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 and in connection with the Agent's
syndication efforts with respect to this Agreement; (ii) pay all out-of-pocket
costs and expenses of the Agent and the Documentation Agent, each Letter of
Credit Issuer and each of the Banks in connection with the enforcement of the
Credit Documents and the documents and instruments referred to therein and,
after a Default or an Event of Default shall have occurred and be continuing,
the protection of the rights of the Agent and the Documentation Agent, each
Letter of Credit Issuer and each of the Banks thereunder (including,

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without limitation, the fees and disbursements of counsel for the Agent, the
Documentation Agent, for each Letter of Credit Issuer and for each of the
Banks); (iii) 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 (iv)
indemnify the Agent, the Collateral Agent, each Letter of Credit Issuer and each
Bank and each of their Affiliates, and each of their respective officers,
directors, employees, representatives and agents 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, (a) any investigation, litigation or other proceeding
(whether or not any such Person is a party thereto and whether or not any such
investigation, litigation or other proceeding is between or among any such
Person, or any third Person or otherwise) related to the entering into and/or
performance of any Credit Document or the use of the proceeds of any Loans
hereunder or the consummation of any other transactions contemplated in any
Credit Document (but excluding any such losses, liabilities, claims, damages or
expenses to the extent found to have been incurred by reason of the gross
negligence or willful misconduct of the Person to be indemnified), or (b) the
actual or alleged presence of Hazardous Materials in the air, surface water or
groundwater or on the surface or subsurface of any Real Property or any
Environmental Claim, in each case, including, without limitation, the reasonable
fees and disbursements of counsel and independent consultants incurred in
connection with any such investigation, litigation or other proceeding.

12.02 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 of an Event of Default, the Agent and the
Documentation Agent, each Letter of Credit Issuer and each Bank is hereby
authorized at any time or from time to time, without presentment, demand,
protest or any other notice of any kind to the Company or any of its
Subsidiaries or any Guarantor or any other Person, any such notice, to the full
extent permitted by applicable law, 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 the Agent, Documentation Agent,
such Letter of Credit Issuer or such Bank (including, without limitation, by
branches and agencies of the Agent, Documentation Agent, such Letter of Credit
Issuer and such Bank wherever located) to or for the credit or the account of
the Company or any Guarantor against and on account of the Obligations of the
Company or any Guarantor to the Agent, Documentation Agent, such Letter of
Credit Issuer or such Bank under this Agreement or under any of the other Credit
Documents,

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including, without limitation, all interests in Obligations of the Company or
any Guarantor purchased by such Bank pursuant to Section 12.06(b), and all other
claims of any nature or description arising out of or connected with any Credit
Document, irrespective of whether or not the Agent, the Documentation Agent,
such Letter of Credit Issuer or such Bank shall have made any demand hereunder
and although said Obligations shall be contingent or unmatured.

12.03 NOTICES. Except as otherwise expressly provided herein, all
notices and other communications provided for hereunder shall be in writing
(including telegraphic, telex, facsimile or cable communication) and mailed,
telegraphed, telexed, telecopied, cabled or delivered, if to any Credit Party,
at the address specified opposite its signature below or in the other relevant
Credit Documents, as the case may be; if to any Bank, at its address specified
for such Bank on Annex II; 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.

12.04 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, HOWEVER, neither the Company nor any
Guarantor may assign or transfer any of its rights, obligations or interest
under any Credit Document without the prior written consent of the Banks; and
PROVIDED, FURTHER, that, although any Bank may transfer, assign or grant
participations in its rights hereunder, such Bank shall remain a "Bank" for all
purposes hereunder (and may not transfer or assign all or any portion of its
Revolving Loan Commitment hereunder except as provided in Section 12.04(b)) and
the transferee, assignee or participant, as the case may be, shall not
constitute a "Bank" hereunder; and PROVIDED, FURTHER, that no Bank shall
transfer or grant any participation under which the participant shall have
rights to approve any amendment to or waiver of any Credit Document except to
the extent such amendment or waiver would (i) extend the Final Maturity Date, or
reduce the rate or extend the time of payment of interest or Fees on Loans or
Letters of Credit in which such participant is participating (except in
connection with a waiver of applicability of any post-default increase in
interest rates) or reduce the principal amount thereof (it being understood that
any amendment or modification to the financial definitions in this Agreement
shall not constitute a reduction in any rate of interest or fees for purposes of
this clause (i), or increase the amount of the participant's participation over
the amount thereof, or increase the amount of the participant's participation
over the amount thereof then in effect (it being understood that a waiver of any
Default or Event of Default or of a mandatory reduction in the Total Revolving
Loan Commitment

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shall not constitute a change in the terms of such participation, and that an
increase in any Revolving Loan Commitment or Loan shall be permitted without the
consent of any participant if the participant's participation is not increased
as a result thereof), (ii) con- sent to the assignment or transfer by the
Company of its rights and obligations under this Agreement or (iii) release all
or substantially all of the Collateral under all of the Security Documents
(except as expressly provided in the Credit Documents) supporting the Loans in
which such participant is participating. In the case of any such participation,
the participant shall not have any rights under any of the Credit Documents (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) and all amounts payable by the Company hereunder
shall be determined as if such Bank had not sold such participation.

(b) Notwithstanding the foregoing, any Bank (or any Bank together
with one or more other Banks) may (x) assign all or a portion of its Revolving
Loan Commitment (and related outstanding Obligations hereunder) to any Affiliate
of such Bank which is at least 50% owned by such Bank or its parent company or
to one or more Banks or (y) assign all, or if less than all, a portion equal to
at least $5,000,000 in the aggregate for the assigning Bank or assigning Banks,
of such Revolving Loan Commitment (and related outstanding 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 and
Assumption Agreement; PROVIDED that (i) at such time Annex I shall be deemed
modified to reflect the Revolving Loan Commitments of such new Bank and of the
existing Banks, (ii) upon surrender of the old Revolving Notes, new Revolving
Notes will be issued, at the Company's expense, to such new Bank and to the
assigning Bank, such new Revolving Notes to be in conformity with the
requirements of Section 1.05 (with appropriate modifications) to the extent
needed to reflect the revised Revolving Loan Commitments, (iii) the consent of
the Agent shall be required in connection with any such assignment pursuant to
clause (y) of this Section 12.04(b) and (iv) 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 $3,500; and PROVIDED, FURTHER, that such
transfer or assignment will not be effective until recorded by the Agent on the
Register pursuant to Section 7.12. To the extent of any assignment pursuant to
this Section 12.04(b), the assigning Bank shall be relieved of its obligations
hereunder with respect to its assigned Revolving Loan Commitment. At the time
of each assignment pursuant to this Section 12.04(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

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Internal Revenue Service Forms (and, if applicable, a Section 4.04(b)(ii)
Certificate) described in Section 4.04(b).

(c) Nothing in this Agreement shall prevent or prohibit any Bank from
pledging its Loans and Notes hereunder to a Federal Reserve Bank in support of
borrowings made by such Bank from such Federal Reserve Bank.

12.05 NO WAIVER; REMEDIES CUMULATIVE. No failure or delay on the part
of any party in exercising any right, power or privilege under any Credit
Document and no course of dealing between any Credit Party and the Agent, the
Documentation Agent or any Bank shall operate as a waiver thereof; nor shall any
single or partial exercise of any right, power or privilege under any 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 any party would otherwise have. No notice to or demand
on any Credit Party in any case shall entitle any Credit Party 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.

12.06 PAYMENTS PRO RATA. (a) The Agent agrees that promptly after its
receipt of each payment from or on behalf of any Credit Party in respect of any
Obligations of such Credit Party, it shall, except as otherwise provided in this
Agreement, distribute such payment to the Banks (other than any Bank that has
consented in writing to waive its PRO RATA share of such payment) 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, determined in accordance with the terms of this Agreement, then such
Bank receiving such excess payment shall purchase for cash without recourse or
warranty from the other Banks an interest in the Obligations of the respective
Credit Party 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

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rescinded and the purchase price restored to the extent of such recovery, but
without interest.

12.07 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 except as otherwise specifically provided herein,
all computations determining compliance with Sections 3.03 and 8, including
definitions used therein, and in determining the Interest Reduction Discount
shall, (x) in each case, utilize accounting principles and policies in effect at
the time of the preparation of, and in conformity with those used to prepare,
the April 28, 1996 financial statements delivered to the Banks pursuant to
Section 6.10(b), and (y) to the extent any period covered by such computation
(including any Test Period) includes a period prior to the date of the
consummation of the Transaction, such computation shall be made on a PRO FORMA
basis as if the Transaction had occurred at the beginning of such period
(including, without limitation, giving PRO FORMA effect to the application of
the Services Agreement and payments thereunder), such PRO FORMA basis to be
consistent with the PRO FORMA presentation relating to the Company contained in
the Registration Statement.

(b) All computations of interest and Fees hereunder shall be based on
the actual number of days elapsed over a year of 360 days (except for interest
payable in respect of Base Rate Loans based on the Prime Lending Rate, which
shall be computed on the bases of a 365/66 day year).

12.08 GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE. (a) THIS
AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER AND (EXCEPT AS OTHERWISE EXPRESSLY STATED THEREIN) THEREUNDER
SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF
NEW YORK. 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 Credit Party hereby irrevocably accepts for
itself and in respect of its property, generally and unconditionally, the
jurisdiction of the aforesaid courts. Each Credit Party hereby further
irrevocably waives any claim that any such courts lack jurisdiction over such
Credit Party, and agrees not to plead or claim, in any legal action or
proceeding with respect to any Credit Document brought in any of the aforesaid
courts, that any such court lacks jurisdiction over such Credit Party. Each
Credit Party irrevocably consents to the service of process in any such action
or proceeding by the mailing of copies thereof by registered or certified mail,
postage prepaid, to such Credit Party, at its address for notices pursuant to
Section

110

12.03, such service to become effective 30 days after such mailing. Each Credit
Party hereby irrevocably waives any objection to such service of process and
further irrevocably waives and agrees not to plead or claim in any action or
proceeding commenced under any Credit Document that service of process was in
any way invalid or ineffective. Nothing herein shall affect the right of the
Agent, any Bank or the holder of any Note to serve process in any other manner
permitted by applicable law or to commence legal proceedings or otherwise
proceed against any Credit Party in any other jurisdiction.

(b) Each Credit Party hereby irrevocably waives any objection which
it may now or hereafter have to the laying of venue of any of the aforesaid
actions or proceedings arising out of or in connection with any Credit Document
brought in the courts referred to in clause (a) above and hereby further
irrevocably waives and agrees not to plead or claim in any such court that any
such action or proceeding brought in any such court has been brought in an
inconvenient forum.

12.09 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 complete set of
counterparts executed by all of the parties hereto shall be lodged with the
Company and the Agent.

12.10 EFFECTIVENESS. This Agreement shall become effective on the
date (the "Effective Date") on which the Company, each Guarantor, the Agent and
each of the Banks shall have signed a counterpart hereof (whether the same or
different counterparts) and shall have delivered the same to the Agent at the
Notice Office or, in the case of the Banks, shall have given to the Agent
telephonic (confirmed in writing), written, telex or facsimile notice (actually
received) at such office that the same has been signed and mailed to it. The
Agent will give the Company and each Bank prompt written notice of the
occurrence of the Effective Date.

12.11 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.

12.12 AMENDMENT OR WAIVER; ETC. (a) Neither this Agreement nor any
other Credit Document 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 respective Credit Parties party thereto 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) (with
Obligations being directly affected

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thereby in the case of the following clause (i)), (i) extend the Final Maturity
Date, or reduce the rate or extend the time of payment of interest or Fees on
any Loan or Letter of Credit thereon, or reduce the principal amount thereof (it
being understood that any amendment or modification to the financial definitions
in this Agreement shall not constitute a reduction in any rate of interest or
fees for purposes of this clause (i)), (ii) release all or substantially all of
the Collateral (except as expressly provided in the Security Documents) under
all the Security Documents, or release any Guarantor (other than in connection
with a sale otherwise permitted hereby), (iii) amend, modify or waive any
provision of this Section 12.12, (iv) reduce the percentage specified in the
definition of Required Banks (it being understood that, with the consent of the
Required Banks, additional extensions of credit pursuant to this Agreement may
be included in the determination of the Required Banks on substantially the same
basis as the extensions of Revolving Loan Commitments are included on the
Effective Date) or (v) consent to the assignment or transfer by the Company of
any of its rights and obligations under this Agreement; PROVIDED, FURTHER, that
no such change, waiver, discharge or termination shall (w) increase the
Revolving Loan Commitments of any Bank over the amount thereof then in effect
without the consent of such Bank (it being understood that waivers or
modifications of conditions precedent, covenants, Defaults or Events of Default
or of a mandatory reduction in the Total Revolving Loan Commitment shall not
constitute an increase of the Revolving Loan Commitment of any Bank, and that an
increase in the available portion of any Revolving Loan Commitment of any Bank
shall not constitute an increase in the Revolving Loan Commitment of such Bank),
(x) without the consent of BTCo., amend, modify or waive any provision of
Section 2 or alter its rights or obligations with respect to Letters of Credit
or Swingline Loans, (y) without the consent of the Agent, amend, modify or waive
any provision of Section 11 as the same applies to the Agent or any other
provision as the same relates to the rights or obligations of the Agent and (z)
without the consent of the Collateral Agent, amend, modify or waive any
provision relating to the rights or obligations of the Collateral Agent.

(b) If, in connection with any proposed change, waiver, discharge or
termination of any of the provisions of this Agreement as contemplated by
clauses (i) through (v), inclusive, of the first proviso to Section 12.12(a),
the consent of the Required Banks is obtained but the consent of one or more of
such other Banks whose consent is required is not obtained, then the Company
shall have the right, so long as all non-consenting Banks whose individual
consent is required are treated as described in either clause (A) or (B) below,
to either (A) replace each such non-consenting Bank or Banks with one or more
Replacement Banks pursuant to Section 1.13 so long as at the time of such
replacement, each Replacement Bank consents to the proposed change, waiver,
discharge or termination or (B) terminate such

112

non-consenting Bank's Revolving Loan Commitment and repay in full its
outstanding Revolving Loans and cash collateralize its applicable Percentage of
the Letter of Credit Outstandings in accordance with Sections 3.02(b) and/or
4.01(b); but only if, in each such case, such Replacement Bank at the time of
such action is acceptable to the Agent, PROVIDED that, unless the Revolving Loan
Commitment which is terminated and Revolving Loans which are repaid pursuant to
preceding clause (B) are immediately replaced in full at such time through the
additional of new Banks or the increase of the Revolving Loan Commitments and/or
outstanding Revolving Loans of existing Banks (who in each case must
specifically consent thereto), then in the case of any action pursuant to
preceding clause (B) the Required Banks (determined before giving effect to the
proposed action) shall specifically consent thereto; PROVIDED, FURTHER, that the
Company shall not have the right to replace a Bank solely as a result of the
exercise of such Bank's rights (and the withholding of any required consent by
such Bank) pursuant to the second proviso to Section 12.12(a).

12.13 SURVIVAL. All indemnities set forth herein including, without
limitation, in Section 1.10, 1.11, 2.05, 4.04, 11.07 or 12.01, shall survive the
execution and delivery of this Agreement and the making and repayment of the
Loans.

12.14 DOMICILE OF LOANS. 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 Company shall not be responsible for costs arising under
Section 1.10, 1.11, 2.05 or 4.04 resulting from any such transfer (other than a
transfer pursuant to Section 1.12) to the extent such costs would not otherwise
be applicable to such Bank in the absence of such transfer.

12.15 CONFIDENTIALITY. Each of the Banks agrees that it will use its
reasonable efforts not to disclose without the prior consent of the Company
(other than to Affiliates of such Banks and their respective directors,
employees, auditors, counsel or other professional advisors) any confidential
information with respect to the Company or any of its Subsidiaries which is
furnished pursuant to this Agreement; PROVIDED that any Bank may disclose any
such information (a) that is or has become generally available to the public,
(b) as may be required or appropriate (x) in any report, statement or testimony
submitted to any municipal, state or Federal or other governmental regulatory
body having or claiming to have jurisdiction over such Bank or to the Federal
Reserve Board or the Federal Deposit Insurance Corporation or similar
organizations (whether in the United States or elsewhere) or their successors or
(y) in connection with any request or requirement of any such regulatory body,
(c) as may be required or appropriate in response to any summons or subpoena or
in connection with any litigation, (d) to comply with any law,

113

order, regulation or ruling applicable to such Bank, and (e) to any prospective
transferee in connection with any contemplated transfer of any of the Notes or
any interest therein by such Bank; PROVIDED that such prospective transferee
agrees to be bound by this Section 12.15 to the same extent as such Bank.

12.16 WAIVER OF JURY TRIAL. 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.

SECTION 13. GUARANTY.

13.01 THE GUARANTY. (a) In order to induce the Banks to enter into
this Agreement and to extend credit hereunder and in recognition of the direct
and indirect benefits to be received by each Guarantor from the proceeds of the
Loans and the issuance of the Letters of Credit, each Guarantor hereby agrees
with the Banks as follows: Each Guarantor hereby unconditionally and
irrevocably, jointly and severally, guarantees, as primary obligor and not
merely as surety the full and prompt payment when due, whether upon maturity,
acceleration or otherwise, of any and all of the Guaranteed Obligations of the
Company to the Guaranteed Creditors. If any or all of the Guaranteed
Obligations of the Company to the Guaranteed Creditors becomes due and payable
hereunder, each Guarantor, jointly and severally, and unconditionally promises
to pay such indebtedness to the Guaranteed Creditors, or order, on demand,
together with any and all expenses (including reasonable legal fees and
expenses) which may be incurred by the Guaranteed Creditors in collecting or
enforcing any of the Guaranteed Obligations. If claim is ever made upon any
Guaranteed Creditor for repayment or recovery of any amount or amounts received
in payment or on account of any of the Guaranteed Obligations and any of the
aforesaid payees repays all or part of said amount by reason of (i) any
judgment, decree or order of any court or administrative body having
jurisdiction over such payee or any of its property or (ii) any settlement or
compromise of any such claim effected by such payee with any such claimant
(including the Company), then and in such event each Guarantor agrees that any
such judgment, decree, order, settlement or compromise shall be binding upon
such Guarantor, notwithstanding any revocation of this Guaranty or any other
instrument evidencing any liability of the Company, and each Parent Guarantor
shall be and remain jointly and severally liable to the aforesaid payees
hereunder for the amount so repaid or recovered to the same extent as if such
amount had never originally been received by any such payee. This is a guaranty
of payment and not of collection.

(b) Anything contained in this Guaranty to the contrary
notwithstanding, the obligations of each Guarantor hereunder shall be limited to
a maximum aggregate amount equal to

114

the largest amount that would not render its obligations and/or the grant of
security interests in Collateral to secure its Obligations hereunder subject to
avoidance as a fraudulent transfer or conveyance under Section 548 of the
Bankruptcy Code or any applicable provisions of comparable state law
(collectively, the "Fraudulent Transfer Laws"), in each case after giving effect
to all other liabilities of such Guarantor, contingent or otherwise, that are
relevant under the Fraudulent Transfer Laws (specifically excluding, however,
any liabilities of such Guarantor in respect of intercompany Indebtedness to the
Company or other Affiliates of the Company to the extent that such Indebtedness
would be discharged in an amount equal to the amount paid by such Guarantor
hereunder, and after giving effect (x) to the direct and indirect benefits
received by such Guarantor as a result of the Credit Documents and the Loans and
(y) as assets to the value (as determined under the applicable provisions of the
Fraudulent Transfer Laws) of any rights to subrogation, reimbursement,
indemnification or contribution of such Guarantor pursuant to applicable law or
pursuant to the terms of any agreement (including without limitation any such
right of contribution under Section 13.01(c)).

(c) Guarantors under this Guaranty together desire to allocate among
themselves in a fair and equitable manner their obligations arising under this
Guaranty. Accordingly, in the event any payment or distribution is made on any
date by any Guarantor under this Guaranty (a "Funding Guarantor") that exceeds
its Fair Share (as defined below) as of such date, that Funding Guarantor shall
be entitled to a contribution from each of the other Guarantors in the amount of
such other Guarantor's Fair Share Shortfall (as defined below) as of such date,
with the result that all such contributions will cause each Guarantor's
Aggregate Payments (as defined below) to equal its Fair Share as of such date.
"Fair Share" means, with respect to a Guarantor as of any date of determination,
an amount equal to (i) the ratio of (x) the Adjusted Maximum Amount (as defined
below) with respect to such Guarantor to (y) the aggregate of the Adjusted
Maximum Amounts with respect to all Guarantors, MULTIPLIED BY (ii) the aggregate
amount paid or distributed on or before such date by all Funding Guarantors
under this Guaranty in respect of the obligations guarantied. "Fair Share
Shortfall" means, with respect to a Guarantor as of any date of determination,
the excess, if any, of the Fair Share of such Guarantor over the Aggregate
Payments of such Guarantor. "Adjusted Maximum Amount" means, with respect to a
Guarantor as of any date of determination, the maximum aggregate amount of the
obligations of such Guarantor under this Guaranty, determined as of such date in
accordance with this Section 13.01; PROVIDED that, solely for purposes of
calculating the "Adjusted Maximum Amount" with respect to any Guarantor for
purposes of this Section 13.01(c), any assets or liabilities of such Guarantor
arising by virtue of any rights to subrogation, reimbursement or indemnification
or any rights to or obligations of contribution hereunder shall not

115

be considered as assets or liabilities of such Guarantor. "Aggregate Payments"
means, with respect to a Guarantor as of any date of determination, an amount
equal to (i) the aggregate amount of all payments and distributions made on or
before such date by such Guarantor in respect of this Guaranty (including,
without limitation, in respect of this Section 13.01(c)) MINUS (ii) the
aggregate amount of all payments received on or before such date by such
Guarantor from the other Guarantors as contributions under this Section
13.01(c). The amounts payable as contributions hereunder shall be determined as
of the date on which the related payment or distribution is made by the
applicable Funding Guarantor. The allocation among Guarantors of their
obligations as set forth in this Section 13.01(c) shall not be construed in any
way to limit the liability of any Guarantor hereunder.

13.02 BANKRUPTCY. Additionally, each Guarantor unconditionally and
irrevocably, jointly and severally, guarantees the payment of any and all of the
Guaranteed Obligations of the Company to the Guaranteed Creditors whether or not
due or payable by the Company upon the occurrence of any of the events specified
in Section 9.05, and unconditionally, and jointly and severally, promises to pay
such indebtedness to the Guaranteed Creditors, or order, on demand, in lawful
money of the United States.

13.03 NATURE OF LIABILITY. (a) The liability of each Guarantor
hereunder is joint and several and exclusive and independent of any security for
or other guaranty of the Guaranteed Obligations of the Company whether executed
by such Guarantor, any other Guarantor, any other guarantor or by any other
party, and the liability of each Guarantor hereunder is not affected or impaired
by (a) any direction as to application of payment by the Company or by any other
party, or (b) any other continuing or other guaranty, undertaking or maximum
liability of a guarantor or of any other party as to the Guaranteed Obligations
of the Company, or (c) any payment on or in reduction of any such other guaranty
or undertaking, or (d) any dissolution, termination or increase, decrease or
change in personnel by the Company, or (e) any payment made to the Guaranteed
Creditors on the Guaranteed Obligations which any such Guaranteed Creditor
repays to the Company pursuant to court order in any bankruptcy, reorganization,
arrangement, moratorium or other debtor relief proceeding, and each Guarantor,
to the extent permitted by applicable law, waives any right to the deferral or
modification of its obligations hereunder by reason of any such proceeding.

(b) It is the desire and intent of each Guarantor and the Guaranteed
Creditors that this Guaranty shall be enforced against each Guarantor to the
fullest extent permissible under the laws and public policies applied in each
jurisdiction in which enforcement is sought. If, however, and to the extent

116

that, the obligations of any Guarantor under this Guaranty shall be adjudicated
to be invalid or unenforceable for any reason (including, without limitation,
because of any applicable state or federal law relating to fraudulent
conveyances or transfers), then the amount of the Guaranteed Obligations of such
Guarantor shall be deemed to be reduced and such Guarantor shall pay the maximum
amount of the Guaranteed Obligations which would be permissible under applicable
law.

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

13.05 AUTHORIZATION. Each Guarantor authorizes the Guaranteed
Creditors without notice or demand (except as shall be 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 Guaranteed Obligations (including any increase or decrease in the rate
of interest thereon), any security therefor, or any liability incurred
directly or indirectly in respect thereof, and the Guaranty herein made
shall apply to the Guaranteed Obligations as so changed, extended, renewed
or altered;

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

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

117

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

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

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

(g) consent to or waive any breach of, or any act, omission or
default under, this Agreement, any other Credit Document or any of the
instruments or agreements referred to herein or therein, or otherwise
amend, modify or supplement this Agreement, any other Credit Document 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
any Guarantor from its liabilities under this Guaranty.

13.06 RELIANCE. It is not necessary for the Guaranteed Creditors to
inquire into the capacity or powers of the Company or the officers, directors,
partners or agents acting or purporting to act on its behalf, and any Guaranteed
Obligations made or created in reliance upon the professed exercise of such
powers shall be guaranteed hereunder.

13.07 SUBORDINATION. Any of the indebtedness of the Company now or
hereafter owing to any Guarantor is hereby subordinated to the Guaranteed
Obligations of the Company owing to the Guaranteed Creditors; and if the Agent
so requests at a time when an Event of Default exists, all such indebtedness of
the Company to any Guarantor shall be collected, enforced and received by such
Guarantor for the benefit of the Guaranteed Creditors and be paid over to the
Agent on behalf of the Guaranteed Creditors on account of the Guaranteed
Obligations of the Company to the Guaranteed Creditors, but without affecting or
impairing in any manner the liability of any Guarantor under the other
provisions of this Guaranty (other than the reduction of any such liability
attributable to such payment). Prior to the transfer by any Guarantor of any
note or negotiable instrument evidencing any of the indebtedness of the Company
to such Guarantor, such Guarantor shall ▇▇▇▇ such note or negotiable instrument
with a legend that the same is subject to this subordination. Without limiting
the generality of the foregoing,

118

each Guarantor hereby agrees with the Guaranteed Creditors that it will not
exercise any right of subrogation which it may at any time otherwise have as a
result of this Guaranty (whether contractual, under Section 509 of the
Bankruptcy Code or otherwise) until all Guaranteed Obligations have been
irrevocably paid in full in cash.

13.08 WAIVER. (a) Each Guarantor waives any right (except as shall be
required by applicable statute and cannot be waived) to require any Guaranteed
Creditor to (i) proceed against the Company, any other Guarantor, any other
guarantor or any other party, (ii) proceed against or exhaust any security held
from the Company, any other Guarantor, any other guarantor or any other party or
(iii) pursue any other remedy in any Guaranteed Creditor's power whatsoever.
Each Guarantor waives any defense based on or arising out of any defense of the
Company, any other Guarantor, any other guarantor or any other party, other than
payment in full of the Guaranteed Obligations, based on or arising out of the
disability of the Company, any other Guarantor, any other guarantor or any other
party, or the unenforceability of the Guaranteed Obligations or any part thereof
from any cause, or the cessation from any cause of the liability of the Company
other than payment in full of the Guaranteed Obligations. The Guaranteed
Creditors may, at their election, foreclose on any security held by the Agent,
the Collateral Agent or any other Guaranteed Creditor 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 Guaranteed Creditors may have against the Company
or any other party, or any security, without affecting or impairing in any way
the liability of any Guarantor hereunder except to the extent the Guaranteed
Obligations have been paid. Each Guarantor waives any defense arising out of
any such election by the Guaranteed Creditors, even though such election
operates to impair or extinguish any right of reimbursement or subrogation or
other right or remedy of such Guarantor against the Company or any other party
or any security.

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

119

IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Agreement as of the date first
above written.

ADDRESS: SUPERIOR TELECOM INC.

▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ By /s/ Bragi ▇. ▇▇▇▇▇
------------------------------
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇ Title: Sr. Vice President
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇

ADDRESS: SUPERIOR TELECOMMUNICATIONS INC.

▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ as Guarantor
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇ By /s/ Bragi ▇. ▇▇▇▇▇
------------------------------
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Title: Sr. Vice President

ADDRESS: DNE SYSTEMS, INC.
as Guarantor
▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone No.: (203) By /s/ Bragi ▇. ▇▇▇▇▇
------------------------------
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Title: Sr. Vice President

ADDRESS: DNE MANUFACTURING & SERVICE COMPANY,

▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ as Guarantor
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone No.: (203)
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ By /s/ Bragi ▇. ▇▇▇▇▇
------------------------------
Title: Sr. Vice President

ADDRESS: DNE TECHNOLOGIES, INC.
as Guarantor
▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone No.: (203) By /s/ Bragi ▇. ▇▇▇▇▇
------------------------------
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Title: Sr. Vice President

S-1

BANKERS TRUST COMPANY,
Individually and as Administrative Agent

By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------
Title: Vice President

BANK OF BOSTON CONNECTICUT, Individually and
as Documentation Agent

By ______________________________
Title: Director

S-2

ANNEX I

LIST OF BANKS AND COMMITMENTS

Revolving Loan
Bank Loan Commitment
---- ---------------

Bankers Trust Company 36,500,000
Bank of Boston Connecticut 36,500,000
Corestates Bank, N.A. 20,000,000
Creditanstalt-Bankverein 15,000,000
Fleet Bank, N.A. 15,000,000
LaSalle National Bank 20,000,000
National Bank of Canada 12,000,000
PNC Bank, N.A.20,000,000
----------

Total: $175,000,000

ANNEX II

BANK ADDRESSES

Bank Address
----
Bankers Trust Company ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇

Bank of Boston Connecticut ▇▇▇ ▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇

Corestates Bank, N.A. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇ # ▇-▇-▇-▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇

Creditanstalt-Bankverein ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ Longosy
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇

Fleet Bank, N.A. ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇

LaSalle National Bank ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇

ANNEX II
Page 2

National Bank of Canada ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇

PNC Bank, N.A. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇

REVOLVING CREDIT AGREEMENT among SUPERIOR TELECOM INC., THE SUBSIDIARY GUARANTORS NAMED HEREIN, THE LENDING INSTITUTIONS LISTED HEREIN and BANKERS TRUST COMPANY, AS ADMINISTRATIVE AGENT, and BANK OF BOSTON CONNECTICUT, AS DOCUMENTATION AGENT Dated as...

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