AMENDED AND RESTATED CREDIT AGREEMENT, dated as of October 15, 1999,
among J.L. FRENCH AUTOMOTIVE CASTINGS, INC., a Delaware corporation (the "US
BORROWER"), AUTOMOTIVE COMPONENTS INVESTMENTS LIMITED, a private limited company
incorporated under the laws of England and Wales ("ENGLISH BIDCO"), MORRIS ASHBY
LIMITED, a private limited company incorporated under the laws of England and
Wales (in its capacity as the borrower of Pounds Sterling hereunder, the
"ENGLISH BORROWER" and in its capacity as the borrower of euro hereunder, the
"EURO BORROWER"), the several banks and other financial institutions from time
to time parties to this agreement (the "LENDERS"), BANK OF AMERICA NA, as
syndication agent for the Lenders (in such capacity, the "SYNDICATION AGENT"),
CHASE MANHATTAN INTERNATIONAL LIMITED, as administrative agent for the English
Lenders (in such capacity, the "ENGLISH AGENT") and as administrative agent for
the Euro Lenders (in such capacity, the "EURO AGENT") and THE CHASE MANHATTAN
BANK, a New York banking corporation ("CHASE"), as administrative agent for the
Lenders (in such capacity, the "ADMINISTRATIVE AGENT").

W I T N E S S E T H :

WHEREAS, pursuant to the Credit Agreement, dated as of April 21, 1999
(as amended, supplemented or otherwise modified from time to time prior to the
date hereof the "EXISTING CREDIT AGREEMENT"), certain of the Lenders (the
"EXISTING LENDERS") have extended term loans and made available revolving credit
commitments to the Borrowers on the terms set forth in the Existing Credit
Agreement, the proceeds of which were used in part to finance the
recapitalization (the "RECAPITALIZATION") of the US Borrower by JLF Acquisition
LLC and its assignees;

WHEREAS, pursuant to the Stock Purchase Agreement, dated as of
September 10, 1999 (the "ACQUISITION AGREEMENT") among the US Borrower and the
stockholders of Nelson Metal Products Corporation ("NELSON" or the "TARGET"),
the US Borrower has agreed to acquire (the "NELSON ACQUISITION") all of the
outstanding capital stock of Nelson;

WHEREAS, the Borrowers have requested that the Agents and the Existing
Lenders amend and restate the Existing Credit Agreement to, among other things,
provide (i) additional US Tranche A Term Loans in an aggregate principal amount
of $85,000,000 (the "ADDITIONAL US TRANCHE A TERM LOANS") and (ii) additional US
Revolving Credit Commitments in an aggregate principal amount of $15,000,000
(the "ADDITIONAL US REVOLVING CREDIT COMMITMENTS") in order to (a) finance the
Nelson Acquisition (the Nelson Acquisition and the other transactions in
connection therewith, the (the "TRANSACTIONS"), (b) pay certain fees and
expenses related to the Transactions and (c) finance the working capital needs
and other general corporate purposes (including Permitted Acquisitions) of the
Borrowers and their respective Subsidiaries (including Nelson) on the terms
herein; and

WHEREAS, the parties hereto wish to amend and restate the Existing
Credit Agreement, but only upon the terms and subject to the conditions set
forth herein;

NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the Existing Credit Agreement is hereby amended and
restated in its entirety as follows:

SECTION 1. DEFINITIONS

1.1 DEFINED TERMS. As used in this Agreement, the following terms
shall have the following meanings:

"ACCOMMODATIONS": the collective reference to the Letters of Credit
(including, without limitation, the Bank Guarantee Letters of Credit) and
bankers acceptances issued or created for the accounts of the Specified
Borrowers by the Specified Agents in accordance with the terms hereof
pursuant to the Accommodation Commitments.

"ACCOMMODATION COMMITMENT": (a) as to any Specified Issuing Lender,
its obligation to issue or accept Accommodations for the account of the
Specified Borrower as identified in the Administrative Schedule and (b) as
to any Specified Participating Lender, its unconditional obligation to
participate in Accommodations of such Specified Borrower.

"ACCOMMODATION OBLIGATION": in respect of any Specified Borrower, the
obligation of such Specified Borrower to reimburse the Specified Issuing
Lender in accordance with the terms of this Agreement and any related
Letter of Credit Application for any payment made or honored by such
Specified Issuing Lender under any Accommodation.

"ACCOMMODATION OUTSTANDINGS": as to any Specified Borrower, at any
date, the sum of (a) the aggregate amount then available to be drawn or the
amount issued under all outstanding Specified Accommodations and (b) the
aggregate amount of drawings or payments under Specified Accommodations
which have not then been reimbursed pursuant to subsection 3.5.

"ACCOMMODATION PARTICIPATING INTEREST": with respect to any
Accommodation, (a) in the case of the Specified Issuing Lender with respect
thereto, its interest in such Accommodation after giving effect to the
granting of participating interests therein, if any, pursuant hereto and
(b) in the case of each Specified Participating Lender, its undivided
participating interest in such Accommodation relating thereto.

"ACQUISITION AGREEMENT": as defined in the recitals hereto.

"ADDITIONAL US REVOLVING CREDIT COMMITMENTS": as defined in the
recitals hereto.

"ADDITIONAL US TRANCHE A TERM LOANS": as defined in the recitals
hereto.

"ADMINISTRATIVE AGENT": as defined in the preamble hereto.

"ADMINISTRATIVE SCHEDULE": the Administrative Schedule attached
hereto, as amended, supplemented or otherwise modified from time to time.

"AFFECTED EUROCURRENCY LOANS": as defined in subsection 2.9(h).

"AFFILIATE": as to any Person, any other Person (other than a
Subsidiary) which, directly or indirectly, is in control of, is controlled
by, or is under common control with, such Person. For purposes of this
definition, "control" of a Person means the power, directly or indirectly,
to direct or cause the direction of the management and policies of such
Person, whether by contract or otherwise.

"AGENTS": the collective reference to the Administrative Agent, the
Collateral Agent, the Syndication Agent, the English Agent and the Euro
Agent.

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

"APPLICABLE MARGIN": for each Type of Loan and for purposes of
subsection 2.3, the rate per annum set forth under the relevant column
heading below:

BASE RATE LOANS

Types Applicable Margin
----- -----------------

US Tranche A Term Loans 1.50%
US Tranche B Term Loans 1.75%
English Term Loans and US Sterling Term Loans 1.50%
Revolving Credit Loans 1.50%
(including Swing Line Loans)

EUROCURRENCY LOANS AND B/AS

Type Applicable Margin
---- -----------------

US Tranche A Term Loans 2.50%
US Tranche B Term Loans 2.75%
English Term Loans and US Sterling Term Loans 2.50%
Revolving Credit Loans 2.50%
(including Letters of Credit and
Accommodations)

Commitment Fee Applicable Margin
-------------- -----------------

0.50%

; PROVIDED that (i) in the event that the Leverage Ratio, as most recently
determined in accordance with subsection 8.1(b), is as set forth in the
relevant column heading below for any quarterly period and so long as no
Event of Default has occurred and is then continuing, any such Applicable
Margin with respect to US Tranche A Term Loans, English Term Loans, US
Sterling Term Loans and Revolving Credit Loans (including Swing Line Loans)
and Commitment Fee shall be as provided in the relevant column heading
below:

Applicable
Margin For Applicable Applicable
Eurocurrency Margin for Margin for
Leverage Ratio Loans or B/As Base Rate Loans Commitment Fee
- -------------- ------------ --------------- --------------

greater than 4.50 to 1.00 2.50% 1.50% 0.50%

less than or equal to 4.50 to 2.25% 1.25% 0.50%
1.00, but greater than 4.00 to
1.00

less than or equal to 4.00 to 2.00% 1.00% 0.50%
1.00, but greater than 3.50 to
1.00

less than or equal to 3.50 to 1.75% 0.75% 0.375%
1.00, but greater than 3.00 to
1.00

less than or equal to 3.00 to 1.50% 0.50% 0.30%
1.00

if and in the event the financial statements required to be delivered
pursuant to subsection 7.1(a) or 7.1(b), as applicable, and the related
compliance certificate required to be delivered pursuant to subsection
7.2(b), are delivered on or prior to the date when due (or, in the case of
the fourth quarterly period of each fiscal year of the US Borrower, if
financial statements which satisfy the requirements of, and are delivered
within the time period specified in, subsection 7.l(b) and a related
compliance certificate which satisfies the requirements of, and is
delivered within the time period specified in, subsection 7.2(b), with
respect to any such quarterly period are so delivered within such time
periods), then the Applicable Margin in respect of the Revolving Credit
Loans, the English Term Loans, the US Sterling Term Loans and the US
Tranche A Term Loans and the Commitment Fee during the period from the date
upon which such financial statements were delivered shall be the Applicable
Margin as set forth in the relevant column heading above; PROVIDED,
HOWEVER, that in the event that the financial statements delivered pursuant
to subsection 7.1(a) or 7.1(b), as applicable, and the related compliance
certificate required to be delivered pursuant to subsection 7.2(b), are not
delivered when due, then:

(a) if such financial statements and certificate are delivered
after the date such financial statements and certificate were required
to be delivered (without giving effect to any applicable cure period)
and the Applicable Margin increases from that previously in effect as
a result of the delivery of such financial statements, then the
Applicable Margin in respect of Revolving Credit Loans (including in
the case of Base Rate Loans, Swing Line Loans), the English Term
Loans, the US Sterling Term Loans and US Tranche A Term Loans and the
Commitment Fee during the period from the date upon which such
financial statements were required to be delivered (without giving
effect to any applicable cure period) until the date upon which they
actually are delivered shall, except as otherwise provided in clause
(c) below, be the Applicable Margin as so increased;

(b) if such financial statements and certificate are delivered
after the date such financial statements and certificate were required
to be delivered and the Applicable Margin decreases from that
previously in effect as a result of the delivery of such

financial statements, then such decrease in the Applicable Margin
shall not become applicable until the date upon which the financial
statements and certificate actually are delivered; and

(c) if such financial statements and certificate are not
delivered prior to the expiration of the applicable cure period, then,
effective upon such expiration, for the period from the date upon
which such financial statements and certificate were required to be
delivered (after the expiration of the applicable cure period) until
the date upon which they actually are delivered, the Applicable Margin
in respect of Revolving Credit Loans (including in the case of Base
Rate Loans, Swing Line Loans), English Term Loans, the US Sterling
Term Loans and US Tranche A Term Loans shall be 2.50%, in the case of
Eurocurrency Loans, and 1.50%, in the case of Base Rate Loans, and
0.50%, in the case of Commitment Fees payable under subsection 2.3 (it
being understood that the foregoing shall not limit the rights of each
of the Agents and the Lenders set forth in Section 9).

"ASSET SALE": any sale, transfer or other disposition (including any
sale and leaseback of assets) by the US Borrower or any of its Subsidiaries
of any property of the US Borrower or any such Subsidiary (including
property subject to any Lien under any Loan Document), other than as
permitted pursuant to (w) subsections 8.6(a) through (c), (x) subsection
8.6(d) to the extent Net Cash Proceeds from such sale or transfer does not
exceed the Equivalent Amount of $3,250,000 in any fiscal year and (y)
subsections 8.6(e) through (j).

"ASSET SALE PREPAYMENT PERCENTAGE": 100%; PROVIDED, that in the event
that the Leverage Ratio as most recently determined in accordance with
subsection 8.1(b) is less than or equal to 3.50 to 1.00, then the Asset
Sale Prepayment Percentage shall be 0%.

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

"ASSIGNMENT AND ACCEPTANCE": an assignment and acceptance entered
into by a Lender and an assignee, substantially in the form of Exhibit D.

"AVAILABLE REVOLVING CREDIT COMMITMENT": as to any Specified
Revolving Credit Lender, with respect to any Specified Borrower at any
time, an amount equal to the excess, if any, of (a) the amount of such
Specified Revolving Credit Lender's Specified Revolving Credit Commitment
OVER (b) the sum of (i) the aggregate unpaid principal amount at such time
of all Specified Revolving Credit Loans made by such Specified Revolving
Credit Lender to such Specified Borrower, (ii) an amount equal to such
Specified Revolving Credit Lender's Specified Revolving Credit Commitment
Percentage of the aggregate unpaid principal amount at such time of all
Specified Swing Line Loans of the Specified Borrower (which for purposes of
subsection 2.3 shall be deemed to be zero), and (iii) an amount equal to
such Specified Revolving Credit Lender's Specified Revolving Credit
Commitment Percentage of the Specified Accommodation Outstandings of the
Specified Lender at such time; collectively, as to all the Specified
Revolving Credit Lenders, the "AVAILABLE REVOLVING CREDIT COMMITMENTS."

"BANK GUARANTEE LETTERS OF CREDIT": Standby Letters of Credit issued
by the English Issuing Lender in favor of the Guarantor in respect of the
Guaranteed Loan Notes in an aggregate amount not to exceed L17,823,330.80
and maturing January 13, 2003.

"BASE CAPEX AMOUNT": as defined in subsection 8.8(a).

"BASE RATE": as to any Specified Borrower in any Specified currency,
the interest rate identified as the Base Rate therefor in the
Administrative Schedule.

"BASE RATE LOAN": any Loan bearing interest by reference to the
applicable Base Rate.

"BASE RATE PAYMENT DATE": as to any Specified Borrower, the Specified
Interest Payment Date for the Specified Base Rate Loans set forth in the
Administrative Schedule.

"BENEFITTED SPECIFIED LENDER": as defined in subsection 12.7.

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

"BORROWER PERCENTAGE": with respect to any Specified Borrower, at any
date of determination, the percentage of the Term Loans at such date
constituted by the Specified Term Loans of such Specified Borrower at such
time.

"BORROWERS": the collective reference to the US Borrower, the Foreign
Subsidiary Borrowers and, with respect to the Bank Guarantee Letters of
Credit only, English Bidco.

"BORROWING DATE": any Business Day specified in a notice pursuant to
subsection 2.2, 2.6 or 2.12 as a date on which the Specified Borrower
requests the Specified Lenders to make Specified Loans hereunder.

"BUSINESS DAY": as to any Borrower, a day other than a Saturday,
Sunday or other day on which commercial banks in the city in which the
principal office of the Specified Agent is located are authorized or
required by law to close, PROVIDED that when used in connection with a
Eurocurrency Loan, the term "Business Day" shall also exclude any day on
which commercial banks are not open for dealing in deposits in the London
interbank market in the applicable currency, PROVIDED further, that when
such term is used for the purpose of determining the date on which the
Eurocurrency Base Rate is determined under this Agreement for any Loan
denominated in euro for any Interest Period therefor and for purposes of
determining the first and last day of any Interest Period, references in
this Agreement to Business Days shall be deemed to be references to Target
Operating Days, PROVIDED further, that with respect to any day on which any
payments are to be made under this Agreement in a particular currency, the
term Business Day shall also exclude a day on which commercial banks in the
principal financial center of the country of the applicable currency are
located are authorized or required by law to close.

"CAPEX ROLLOVER": as defined in subsection 8.8(a).

"CAPITAL EXPENDITURES": expenditures (including, without limitation,
obligations created under Financing Leases and purchase money Indebtedness
in the year in which created but excluding payments made thereon) of the US
Borrower and its Subsidiaries in respect of the purchase or other
acquisition of fixed or capital assets (excluding any such asset acquired
(w) in connection with ordinary (in the reasonable judgment of the US
Borrower consistent with past practice) replacement and maintenance
programs properly expensed in accordance with GAAP, (x) with the proceeds
of any casualty insurance or condemnation award, (y) with the cash proceeds
of any asset sale made pursuant to subsections 8.6(c), applied within
twelve (12) months from receipt of such proceeds and (z) in any Permitted
Acquisition).

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

"CASH EQUIVALENTS": as to any currency, the investments set forth on
the Administrative Schedule for such currency.

"CHANGE OF CONTROL": either (a) J2R Partners III and Onex Corporation
(acting directly or through any Wholly Owned Subsidiary of Onex Corporation
which owns Capital Stock of the US Borrower) shall cease to have the power,
directly or indirectly, to vote or direct the voting of securities having
51% of the voting power for the election of directors of the US Borrower,
PROVIDED that after the consummation of an Initial Public Offering, the
occurrence of the foregoing event shall not be deemed a Change of Control
if at any time and for any reason whatever, (y) no "Person" or "group" (as
such terms are used in Sections 13(d) and 14(d) of the Securities Exchange
Act of 1934, as amended), excluding J2R Partners III and Onex Corporation
(acting directly or through any Wholly Owned Subsidiary of Onex Corporation
which owns Capital Stock of the US Borrower), shall become the "beneficial
owner" (as defined in Rules 13(d)-3 and 13(d)-5 under such Act), directly
or indirectly, of more than the lesser of (A) 30% of the shares outstanding
or (B) the percentage of the then outstanding voting stock of the US
Borrower owned by J2R Partners III and Onex Corporation (acting directly or
through any Wholly Owned Subsidiary of Onex Corporation which owns Capital
Stock of the US Borrower), and (z) the board of the US Borrower shall
consist of a majority of Continuing Directors, or (b) a Change of Control
as defined in the Senior Subordinated Note Indenture.

"CHASE": as defined in the preamble hereto.

"CLOSING DATE": the date of the satisfaction or waiver of all
conditions precedent in subsection 6.1.

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

"COLLATERAL AGENT": Chase in its capacity as collateral agent for the
Secured Parties under the Loan Documents and the Sharing Agreement.

"COMMITMENTS": the collective reference to the Revolving Credit
Commitments, the Swing Line Commitments and the Accommodation Commitments;
individually, a "COMMITMENT."

"COMMONLY CONTROLLED ENTITY": an entity, whether or not incorporated,
which is under common control with the US Borrower within the meaning of
Section 4001 of ERISA or is part of a group which includes the US Borrower
and which is treated as a single employer under Section 414 of the Code.

"CONSOLIDATED CURRENT ASSETS": at any date, the amount which, in
conformity with GAAP, would be set forth opposite the caption "Total
Current Assets" (or any like caption) on a consolidated balance sheet of
the US Borrower and its Subsidiaries at such date, except that there shall
be excluded therefrom cash and Cash Equivalents and equipment and other
fixed assets held for sale and deferred income taxes to the extent
otherwise included therein.

"CONSOLIDATED CURRENT LIABILITIES": at any date, the amount which, in
conformity with GAAP, would be set forth opposite the caption "Total
Current Liabilities" (or any like caption) on a consolidated balance sheet
of the US Borrower and its Subsidiaries at such date, except that there
shall be excluded therefrom the current portion of (a) all Loans, (b) all
long-term Indebtedness for borrowed money (including Financing Leases) and
(c) deferred income taxes, in each case, to the extent included therein.

"CONSOLIDATED EBITDA": for any period, with respect to any Person,
Consolidated Net Income of such Person for such period (A) PLUS, without
duplication and to the extent reflected as a charge in the statement of
such Consolidated Net Income for such period, the sum of (i) total income
and franchise tax expense (including, without duplication, foreign
withholding taxes and any state single business, unitary or similar taxes),
(ii) interest expense, amortization or writeoff of debt discount and debt
issuance costs and commissions and discounts and other fees and charges
associated with Indebtedness (including customary payments made to obtain
Interest Rate Agreements), (iii) depreciation and amortization expense,
(iv) amortization of intangibles (including, but not limited to, goodwill
and organization costs), (v) other noncash charges (including any writeoffs
of purchased technology and stock-related compensation expense), (vi) any
extraordinary and unusual losses (including losses on sales of assets other
than inventory sold in the ordinary course of business) other than any loss
from any discontinued operation, (vii) non-recurring fees and expenses in
connection with the Recapitalization in an aggregate amount not to exceed
$25,000,000, and (viii) non-recurring fees and expenses in connection with
the Nelson Acquisition in an aggregate amount not to exceed $6,000,000, and
(B) MINUS, without duplication, (i) any extraordinary and unusual gains
(including gains on the sales of assets, other than inventory sold in the
ordinary course of business) other than any income from discontinued
operations and (ii) noncash gains included in Consolidated Net Income;
PROVIDED, that for the purposes of determining the Leverage Ratio for any
four-quarter period which includes periods prior to the consummation of the
Nelson Acquisition, Consolidated EBITDA shall include (without duplication)
Consolidated EBITDA determined with respect to Nelson for such prior
periods.

"CONSOLIDATED NET INCOME": for any period, with respect to any
Person, the amount which, in conformity with GAAP, would be set forth
opposite the caption "Net Income/(Loss)" (or any like caption) on a
consolidated statement of operations of such Person and its Subsidiaries
for such period.

"CONSOLIDATED SENIOR DEBT": at any date, with respect to the US
Borrower, the aggregate principal amount of Indebtedness under this
Agreement.

"CONSOLIDATED TOTAL ASSETS": at any date, the amount which, in
conformity with GAAP, would be set forth opposite the caption "Total
Assets" (or any like caption) on a consolidated balance sheet of the US
Borrower and its Subsidiaries at such date, except that there shall be
excluded therefrom cash and Cash Equivalents and equipment and other fixed
assets held for sale.

"CONSOLIDATED TOTAL DEBT": without duplication, at any date, with
respect to the US Borrower, the aggregate principal amount of (a)
Indebtedness under this Agreement, (b) Financing Leases, (c) purchase money
Indebtedness (including, without limitation, seller financing), (d) the
Senior Subordinated Notes and (e) any other Indebtedness for borrowed money
of the US Borrower and its Subsidiaries at such date on a consolidated
basis in conformity with GAAP.

"CONSOLIDATED WORKING CAPITAL": at any date, the excess of
Consolidated Current Assets at such date over Consolidated Current
Liabilities at such date.

"CONTINUING DIRECTORS": the directors of the US Borrower on the
Closing Date and each other director, if, in each case, such other
director's election or nomination for election to the board of directors of
the US Borrower was approved by a majority of the then Continuing Directors
or such other director is nominated for election or is elected to the board
of directors with the affirmative vote of J2R Partners III and Onex
Corporation (acting directly or through

any Wholly Owned Subsidiary of Onex Corporation which owns Capital Stock of
the US Borrower).

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

"CREDIT PARTIES": the collective reference to each of the Borrowers
and each of their respective Subsidiaries which from time to time is a
party to any Loan Document.

"CSI": Chase Securities Inc.

"CUSTOMERS": those customers and prospective customers of the
Borrowers and their subsidiaries identified as such from time to time by
the US Borrower to the Lenders in writing and acknowledged as such by the
Administrative Agent.

"DEBT PREPAYMENT PERCENTAGE": 100%.

"DEFAULT": any of the events specified in Section 9, whether or not
any requirement for the giving of notice, the lapse of time, or both, or
any other condition, has been satisfied.

"DENOMINATED CURRENCY": as defined in subsection 12.11.

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

"DOMESTIC OBLIGATIONS": the unpaid principal of and interest on
(including, without limitation, interest accruing after the maturity of the
Loans and interest accruing after the filing of any petition in bankruptcy,
or the commencement of any insolvency, reorganization or like proceeding,
relating to any Borrower, whether or not a claim for post-filing or
post-petition interest is allowed in such proceeding) the Loans and all
other obligations and liabilities of the US Borrower to the Secured
Parties, whether direct or indirect, absolute or contingent, due or to
become due, or now existing or hereafter incurred, which may arise under,
out of, or in connection with, this Agreement, any Notes, the Guarantee and
Collateral Agreement, or the other Loan Documents, or any Interest Rate
Agreement entered into with a Lender or any of its Affiliates and any other
document made, delivered or given in connection therewith or herewith,
whether on account of principal, interest, reimbursement obligations, fees,
indemnities, costs, expenses (including, without limitation, all reasonable
fees and disbursements of counsel to the Secured Parties that are required
to be paid by the US Borrower pursuant to the terms of this Agreement) or
otherwise.

"DOMESTIC SUBSIDIARY": as to any Person, any Subsidiary of such
Person other than a Foreign Subsidiary of such Person.

"ECF PREPAYMENT PERCENTAGE": 50%; PROVIDED, that in the event that
the Leverage Ratio as determined in accordance with subsection 8.1(b) as of
the last day of any fiscal year is less than or equal to 3.50 to 1.00, then
the ECF Prepayment Percentage for such fiscal year shall be 0%.

"EMU LEGISLATION": legislative measures of the European Union for the
introduction of, changeover to or operation of the euro in one or more
member states.

"ENGLISH ACCOMMODATIONS": the collective reference to (a)
Accommodations issued by the English Issuing Lender for the account of the
English Borrower and (b) the Bank Guarantee Letters of Credit.

"ENGLISH AGENT": as defined in the preamble hereto.

"ENGLISH BIDCO": as defined in the preamble hereto.

"ENGLISH BORROWER": as defined in the preamble hereto.

"ENGLISH ISSUING LENDER": Chase, acting through its London Branch.

"ENGLISH LENDERS": the collective reference to Lenders holding
English Loans or English Revolving Credit Commitments.

"ENGLISH LOANS": any loan made to the English Borrower by any English
Lender pursuant to the Existing Credit Agreement or this Agreement.

"ENGLISH OBLIGATIONS": the unpaid principal of and interest on
(including, without limitation, interest accruing after the maturity of the
English Loans and interest accruing after the filing of any petition in
bankruptcy, or the commencement of any insolvency, reorganization or like
proceeding, relating to the English Borrower or English Bidco, whether or
not a claim for post-filing or post-petition interest is allowed in such
proceeding) the English Loans and all other obligations and liabilities of
the English Borrower or English Bidco to the English Issuing Lender, the
English Agent, or the English Lenders, whether direct or indirect, absolute
or contingent, due or to become due, or now existing or hereafter incurred,
which may arise under, out of, or in connection with, this Agreement, any
notes thereunder or the other Specified Loan Documents, any Interest Rate
Agreement entered into with an English Lender or any of its Affiliates, or
any obligations of English Bidco in respect of the Bank Guarantee Letters
of Credit and any other document made, delivered or given in connection
therewith, whether on account of principal, interest, reimbursement
obligations, fees, indemnities, costs, expenses (including, without
limitation, all reasonable fees and disbursements of counsel to the English
Agent or to the English Lenders that are required to be paid by the English
Borrower or the English Bidco pursuant to the terms of this Agreement) or
otherwise.

"ENGLISH REVOLVING CREDIT COMMITMENT": as to any English Lender, its
obligation to make English Revolving Credit Loans to the English Borrower
pursuant to subsection 2.1 and to participate in English Accommodations in
an aggregate Equivalent Amount not to exceed at any one time outstanding
the sum of (x) the amount set forth opposite such English Lender's name in
Schedule 1.1 under the heading "English Revolving Credit Commitment", as
such amount may be reduced from time to time as provided herein and (y)
such English Lender's English Revolving Credit Commitment Percentage of the
Bank Guarantee Letters of Credit; collectively, as to all the English
Lenders, the "ENGLISH REVOLVING CREDIT COMMITMENTS."

"ENGLISH REVOLVING CREDIT LENDER": any English Lender having an
English Revolving Credit Commitment or that holds outstanding English
Revolving Credit Loans or Specified Accommodation Participating Interests
hereunder.

"ENGLISH REVOLVING CREDIT LOANS": as to the English Borrower, any
revolving credit loans made to such Borrower by the English Revolving
Credit Lenders pursuant to the Existing Credit Agreement or pursuant to
subsection 2.1(a).

"ENGLISH SWING LINE LENDER": any English Lender having a Swing Line
Commitment or that holds outstanding Swing Line Loans.

"ENGLISH TERM LOAN LENDERS": as to the English Borrower, any Lenders
holding outstanding English Term Loans.

"ENGLISH TERM LOANS": as to the English Borrower, any term loans made
to such Borrower by the English Term Loan Lenders pursuant to the Existing
Credit Agreement on the Original Closing Date in an aggregate principal
amount of L10,840,000.

"ENVIRONMENTAL LAWS": any applicable foreign, federal, state,
provincial, local, or municipal laws, rules, orders, regulations, statutes,
ordinances, codes, decrees, legally binding requirements of any
Governmental Authority or other Requirements of Law (including common law)
regulating, relating to or imposing liability or standards of conduct
concerning protection of human health or the environment, as now or may at
any time hereafter be in effect.

"EQUITY PREPAYMENT PERCENTAGE": 50%; PROVIDED, that in the event that
the Leverage Ratio as most recently determined in accordance with
subsection 8.1(b) is less than or equal to 3.50 to 1.00, then the Equity
Prepayment Percentage shall be 0%.

"EQUIVALENT AMOUNT": at any time of determination, with respect to
any amount in any currency denominated in a different currency, the amount
at which such amount of different currency could be converted into the
determination currency at such time as reasonably determined by the
Specified Agent.

"ERISA": the Employee Retirement Income Security Act of 1974, as
amended from time to time and the regulations promulgated and rulings
issued thereunder.

"EURO": the single currency of the participating member states in the
Third Stage.

"EURO AGENT": as defined in the preamble hereto.

"EURO BORROWER": as defined in the preamble hereto.

"EURO LENDERS": the collective reference to Lenders holding Euro
Loans or Euro Revolving Credit Commitments.

"EURO LOANS": any loan made to the Euro Borrower by any Euro Lender
pursuant to the Existing Credit Agreement or this Agreement.

"EURO OBLIGATIONS": the unpaid principal of and interest on
(including, without limitation, interest accruing after the maturity of the
Euro Loans and interest accruing after the filing of any petition in
bankruptcy, or the commencement of any insolvency, reorganization or like
proceeding, relating to the Euro Borrower, whether or not a claim for
post-filing or post-petition interest is allowed in such proceeding) the
Euro Loans and all other obligations and liabilities of the Euro Borrower
to the Euro Issuing Lender, the Euro Agent, or the Euro Lenders, whether
direct or indirect, absolute or contingent, due or to become due, or now
existing or hereafter incurred, which may arise under, out of, or in
connection with, this Agreement, any notes thereunder or the other
Specified Loan Documents, any Interest Rate Agreement entered into with a
Euro Lender or any of its Affiliates, and any other document made,
delivered or given in connection therewith, whether on account of
principal, interest, reimbursement obligations, fees, indemnities, costs,
expenses (including, without limitation, all reasonable fees and
disbursements of counsel to the Euro Agent or to the Euro Lenders that are

required to be paid by the Euro Borrower pursuant to the terms of this
Agreement) or otherwise.

"EURO REVOLVING CREDIT COMMITMENT": as to any Euro Lender, its
obligation to make Euro Revolving Credit Loans to the Euro Borrower
pursuant to subsection 2.1 in an aggregate Equivalent Amount not to exceed
at any one time outstanding the amount set forth opposite such Euro
Lender's name in Schedule 1.1 under the heading "Euro Revolving Credit
Commitment", as such amount may be reduced from time to time as provided
herein; collectively, as to all the Euro Lenders, the "EURO REVOLVING
CREDIT COMMITMENTS."

"EURO REVOLVING CREDIT LENDER": any Euro Lender having a Euro
Revolving Credit Commitment or that holds outstanding Euro Revolving Credit
Loans or Specified Accommodation Participating Interests hereunder.

"EURO REVOLVING CREDIT LOANS": as to the Euro Borrower, any revolving
credit loans made to such Borrower by the Euro Revolving Credit Lenders
pursuant to the Existing Credit Agreement or pursuant to subsection 2.1(a).

"EURO UNIT": the currency unit of the euro as defined in the EMU
Legislation.

"EUROCURRENCY BASE RATE": as to any Specified Borrower in any
Specified currency, the interest rate identified as the Eurocurrency Base
Rate therefor in the Administrative Schedule.

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

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

"EUROCURRENCY LOAN": any Loan bearing interest by reference to the
applicable Eurocurrency Rate.

"EUROCURRENCY RESERVE REQUIREMENTS": for any day as applied to any
Eurocurrency Loan, the aggregate (without duplication) of the maximum rates
(expressed as a decimal fraction) of reserve requirements in effect on such
day (including, without limitation, basic, supplemental, marginal, and
emergency reserves) under any regulations of any applicable Governmental
Authority for the Specified Lender dealing with reserve requirements
prescribed for eurocurrency funding (in the case of the US Borrower,
currently referred to as "EUROCURRENCY LIABILITIES" in Regulation D of the
Board).

"EVENT OF DEFAULT": any of the events specified in Section 9,
PROVIDED that any requirement for the giving of notice, the lapse of time,
or both, or any other condition, has been satisfied.

"EXCESS CASH FLOW": for any fiscal year of the US Borrower, the
excess of (a) the sum, without duplication, of (i) Consolidated EBITDA for
such fiscal year, (ii) the amount of returned surplus assets (net of cash
costs associated therewith, including income, excise and other taxes
payable thereon) of any Plan during such fiscal year to the extent not
included in Consolidated Net Income to determine Consolidated EBITDA for
such fiscal year (other than any return of amounts representing
overestimates of amounts due under any Plan (domestic or foreign)), (iii)
decreases in Consolidated Working Capital of the US Borrower and its
Subsidiaries for such fiscal year, (iv) cash dividends, cash interest and
other similar cash payments (other than

intercompany items) received by the US Borrower in respect of investments
to the extent not included in Consolidated Net Income to determine
Consolidated EBITDA for such fiscal year and (v) any purchase price
adjustments resulting in a payment to the US Borrower or any of its
Subsidiaries in connection with a Permitted Acquisition permitted
hereunder, over (b) the sum, without duplication, of (i) the aggregate
amount of cash Capital Expenditures (including with respect to any CapEx
Rollover) made by the US Borrower and its Subsidiaries during such fiscal
year and permitted hereunder or committed in such fiscal year to be made in
the subsequent fiscal year, PROVIDED THAT, the Excess Cash Flow of any
subsequent year shall not be reduced by the amount of such commitments,
(ii) any purchase price adjustments resulting in a payment by the US
Borrower or any of its Subsidiaries in connection with a Permitted
Acquisition permitted hereunder (including the Nelson Acquisition), (iii)
the aggregate amount of all reductions of the Revolving Credit Commitments
or payments or prepayments of the Term Loans during such fiscal year other
than pursuant to subsection 2.9(a), (b) or (c), (iv) the aggregate amount
of payments of principal in respect of any Indebtedness permitted hereunder
during such fiscal year (other than under this Agreement), (v) increases in
Consolidated Working Capital of the US Borrower and its Subsidiaries for
such fiscal year, (vi) cash interest expense of the US Borrower and its
Subsidiaries for such fiscal year, (vii) taxes actually paid in such fiscal
year or to be paid in the subsequent fiscal year on account of such fiscal
year to the extent added to Consolidated Net Income to determine
Consolidated EBITDA for such fiscal year, (viii) extraordinary cash losses
to the extent added to Consolidated Net Income to determine Consolidated
EBITDA for such fiscal year, (ix) the amount of all Investments made in
such fiscal year as permitted by clauses (d), (h), (j), and, to the extent
such Investments are financed by cash from business operations of the US
Borrower and its Subsidiaries, (k) of subsection 8.9 and (x) cash payments
made during such fiscal year with respect to noncurrent liabilities,
PROVIDED that (x) increases or decreases in Consolidated Working Capital
resulting from any acquisition (including the Nelson Acquisition) shall be
excluded from the calculation of Excess Cash Flow and (y) net income of any
Foreign Subsidiary of the US Borrower which is not a Credit Party will only
be included to the extent distributed to a Credit Party. Notwithstanding
the foregoing, all payments made and received in connection with the
Recapitalization and the Transactions shall be excluded from the
calculation of Excess Cash Flow.

"EXPENDITURE USE AMOUNTS": at any date, the amount equal to the sum
of (a) all amounts utilized by Subsidiaries of the US Borrower to finance
Capital Expenditures, other than Capital Expenditures which are not in
excess of the Base CapEx Amount for the relevant fiscal year and any CapEx
Rollover to such fiscal year and (b) all amounts utilized by the US
Borrower and its Subsidiaries to finance investments permitted pursuant to
subsection 8.9(k), except to the extent that the consideration for all such
investments made since the Closing Date does not exceed the aggregate of
the amounts set forth in clauses (A), (B), (C) and (D) thereof.

"FEE PROPERTIES": the collective reference to the real properties
owned in fee by the US Borrower and its Subsidiaries described on Part I of
Schedule 5.19, including all buildings, improvements, structures, and
fixtures now or subsequently located thereon.

"FINANCING LEASE": any lease of property, real or personal, the
obligations of the lessee in respect of which are required to be
capitalized on a balance sheet of the lessee in accordance with GAAP.

"FOREIGN SUBSIDIARY": as to any Person, any Subsidiary of such Person
which is organized under the laws of any jurisdiction outside of the United
States of America.

"FOREIGN SUBSIDIARY ACCOMMODATIONS": any Accommodation issued for the
account of any Foreign Subsidiary Borrower by the Specified Issuing Lender.

"FOREIGN SUBSIDIARY AGENTS": the collective reference to the English
Agent and the Euro Agent.

"FOREIGN SUBSIDIARY BORROWERS": the collective reference to the
English Borrower and the Euro Borrower.

"FOREIGN SUBSIDIARY LENDERS": the collective reference to the English
Lenders and the Euro Lenders.

"FOREIGN SUBSIDIARY OBLIGATIONS": the collective reference to the
English Obligations and the Euro Obligations.

"FOREIGN SUBSIDIARY REVOLVING CREDIT COMMITMENTS": the collective
reference to the English Revolving Credit Commitments and the Euro
Revolving Credit Commitments.

"FOREIGN SUBSIDIARY REVOLVING CREDIT LENDERS": the collective
reference to the English Revolving Credit Lenders and the Euro Revolving
Credit Lenders.

"FOREIGN SUBSIDIARY REVOLVING CREDIT LOANS": the collective reference
to the English Revolving Credit Loans and the Euro Revolving Credit Loans.

"GAAP": the generally accepted accounting principles in the United
States of America (or, in the case of financial statements for any period
prior to the date it became a Foreign Subsidiary Borrower, any Foreign
Subsidiary Borrower and its Subsidiaries and in the case of subsections
7.3, 8.3(b), 5.1(b), and 5.10, in the country of organization of such
Foreign Subsidiary Borrower) as in effect from time to time set forth in
the opinions and pronouncements of the Accounting Principles Board and the
American Institute of Certified Public Accountants and the statements and
pronouncements of the Financial Accounting Standards Board (or in the case
of a Foreign Subsidiary Borrower, for any period prior to the date it
became a Foreign Subsidiary Borrower and in the case of subsections 7.3,
8.3(b), 5.1(b) and (c), and 5.10, the applicable authority in such country
of organization of such Foreign Subsidiary Borrower), or in such other
statements by such other entity as may be in general use by significant
segments of the accounting profession, which are applicable to the
circumstances of the US Borrower as of the date of determination except
that for purposes of subsection 8.1, GAAP shall be determined on the basis
of such principles in effect on the date hereof and consistent with those
used in the preparation of the financial statements referred to in
subsections 5.1(a) and (b), as the case may be. In the event that any
"Accounting Change" (as defined below) shall occur and such change results
in a change in the method of calculation of financial covenants, standards
or terms in this Agreement, then the Borrowers and the Administrative Agent
agree to enter into negotiations in order to amend such provisions of this
Agreement so as to equitably reflect such Accounting Changes with the
desired result that the criteria for evaluating the US Borrowers' financial
condition shall be the same after such Accounting Changes as if such
Accounting Changes had not been made. Until such time as such an amendment
shall have been executed and delivered by the Borrowers, the Administrative
Agent and the Required Lenders, all financial covenants, standards and
terms in this Agreement shall continue to be calculated or construed as if
such Accounting Changes had not occurred. "ACCOUNTING CHANGES" means:
changes in accounting principles required by the promulgation of any rule,
regulation, pronouncement or opinion by the Financial Accounting Standards
Board of the American Institute of Certified Public Accountants (or
successors thereto or agencies with similar functions).

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

"GUARANTEE AND COLLATERAL AGREEMENT": the Amended and Restated
Guarantee and Collateral Agreement, made by the US Borrower and its
Domestic Subsidiaries in favor of the Collateral Agent for the ratable
benefit of the Secured Parties, substantially in the form of Exhibit G-1,
as the same may be amended, supplemented or otherwise modified from time to
time.

"GUARANTEED LOAN NOTE INSTRUMENTS": the Deed Polls constituting the
Guaranteed Unsecured Floating Rate Loan Notes due 2003 Series A, Series B,
Series C and Series D, and the relevant Deed Polls constituting the
guarantees granted by the Guarantor in relation thereto, dated January 26,
1998, February 4, 1998, February 16, 1998 and February 25, 1998,
respectively, as amended, supplemented or otherwise modified from time to
time.

"GUARANTEED LOAN NOTES": loan notes of English Bidco issued pursuant
to the offer for the outstanding capital stock of the English Borrower at
the election of holders of such capital stock having the terms contained in
the Guaranteed Loan Note Instruments and guaranteed by Guarantor.

"GUARANTEE OBLIGATION": as to any Person (the "GUARANTEEING PERSON"),
any obligation of (a) the guaranteeing person or (b) another Person
(including, without limitation, any bank under any letter of credit) to
induce the creation of which the guaranteeing person has issued a
reimbursement, counterindemnity or similar obligation, in either case
guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends
or other obligations (the "PRIMARY OBLIGATIONS") of any other third Person
(the "PRIMARY OBLIGOR") in any manner, whether directly or indirectly,
including, without limitation, any obligation of the guaranteeing person,
whether or not contingent, (i) to purchase any such primary obligation or
any property constituting direct or indirect security therefor, (ii) to
advance or supply funds (1) for the purchase or payment of any such primary
obligation or (2) to maintain working capital or equity capital of the
primary obligor or otherwise to maintain the net worth or solvency of the
primary obligor, (iii) to purchase property, securities or services
primarily for the purpose of assuring the owner of any such primary
obligation of the ability of the primary obligor to make payment of such
primary obligation or (iv) otherwise to assure or hold harmless the owner
of any such primary obligation against loss in respect thereof; PROVIDED,
HOWEVER, that the term Guarantee Obligation shall not include endorsements
of instruments for deposit or collection in the ordinary course of
business. The amount of any Guarantee Obligation of any guaranteeing
person shall be deemed to be the lower of (a) an amount equal to the stated
or determinable amount of the primary obligation in respect of which such
Guarantee Obligation is made and (b) the maximum amount for which such
guaranteeing person may be liable pursuant to the terms of the instrument
embodying such Guarantee Obligation, unless such primary obligation and the
maximum amount for which such guaranteeing person may be liable are not
stated or determinable, in which case the amount of such Guarantee
Obligation shall be such guaranteeing person's maximum reasonably
anticipated liability (assuming such Person is required to perform) in
respect thereof as determined by such Person in good faith.

"GUARANTOR": Barclays Bank PLC.

"HIDDEN CREEK": Hidden Creek Industries, a New York general
partnership.

"INDEBTEDNESS": of any Person at any date, without duplication (a)
all indebtedness of such Person for borrowed money or for the deferred
purchase price of property or services

(other than current trade liabilities incurred in the ordinary course of
business and payable in accordance with customary practices and accrued
expenses incurred in the ordinary course of business) or which is evidenced
by a note, bond, debenture or similar instrument, (b) all net obligations
of such Person under Interest Rate Agreements, (c) all obligations of such
Person under Financing Leases to the extent such obligations are required
to be capitalized in accordance with GAAP, (d) all obligations of such
Person in respect of letters of credit, bankers' acceptances or similar
instruments issued or created for the account of such Person, and (e) all
liabilities secured by any Lien on any property owned by such Person even
though such Person has not assumed or otherwise become liable for the
payment thereof; provided however, that the amount of such Indebtedness of
any Person described in this clause (e) shall, for purposes of this
Agreement, be deemed to be equal to the lesser of (i) the aggregate unpaid
amount of such Indebtedness and (ii) the fair market value of the property
or asset encumbered, as determined by such Person in good faith.

"INITIAL PUBLIC OFFERING": means an underwritten public offering of
common stock of the US Borrower pursuant to a registration statement filed
with the Securities and Exchange Commission in accordance with the
Securities Act of 1933, as amended.

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

"INSOLVENT": pertaining to a condition of Insolvency.

"INTELLECTUAL PROPERTY": as defined in subsection 5.9.

"INTERCOMPANY NOTE": a promissory note made by a Subsidiary of the US
Borrower in favor of a Credit Party, substantially in the form of Exhibit
J.

"INTEREST COVERAGE RATIO": for any period, with respect to the US
Borrower, the ratio of (a) Consolidated EBITDA to (b) consolidated cash
interest expense (including any such cash interest expense in respect of
Indebtedness under Financing Leases and purchase money Indebtedness
permitted under subsection 8.2(e)) of the US Borrower and its Subsidiaries
(such consolidated cash interest expense to include commissions, discounts
and other fees payable on account of letters of credit and banker's
acceptances but to exclude amortization of debt discount (including
discount of liabilities and reserves established under Accounting
Principles Board Opinion No. 16 as in effect on the date hereof) and costs
of debt issuance)); PROVIDED that (i) for the four fiscal quarters ended
December 31, 1999, consolidated cash interest expense shall be deemed to be
(a) consolidated cash interest expense of the US Borrower and its
Subsidiaries (excluding Nelson) for the fiscal quarter ended December 31,
1999 multiplied by 4 plus (b) cash interest expense of Nelson for the four
fiscal quarters ended December 31, 1999, (ii) for the four fiscal quarters
ended March 31, 2000, consolidated cash interest expense shall be deemed to
be (a) consolidated cash interest expense of the US Borrower and its
Subsidiaries (excluding Nelson) for the two fiscal quarters ended March 31,
2000 multiplied by 2 plus (b) cash interest expense of Nelson for the four
fiscal quarters ended March 31, 2000, and (iii) for the four fiscal
quarters ended June 30, 2000, consolidatd cash interest expense shall be
deemed to be (a) consolidated cash interest expense of the US Borrower and
its Subsidiaries (excluding Nelson) for the three fiscal quarters ended
June 30, 2000 multipled by 4/3 plus (b) cash interest expense of Nelson for
the four fiscal quarters ended June 30, 2000.

"INTEREST PAYMENT DATE": (a) as to any Base Rate Loan, the Base Rate
Payment Date set forth on the Administrative Schedule, (b) as to any
Eurocurrency Loan having an Interest Period of three (3) months or less,
the last day of such Interest Period and (c) as to any Eurocurrency Loan
having an Interest Period longer than three (3) months, each day which is
three (3) months

or a whole multiple thereof, after the first day of such Interest Period as
well as the last day of such Interest Period.

"INTEREST PERIOD": with respect to any Eurocurrency Loan:

(a) initially, the period commencing on the borrowing or
conversion date, as the case may be, with respect to such Eurocurrency
Loan and ending at the end of any Permitted Interest Period, as
selected by the Specified Borrower in its notice of borrowing or
notice of conversion, as the case may be, given with respect thereto;
and

(b) thereafter, each period commencing on the last day of the
immediately preceding Interest Period applicable to such Eurocurrency
Loan and ending at the end of any Permitted Interest Period, as
selected by the Specified Borrower by irrevocable notice to the
Specified Agent not less than three Business Days prior to the last
day of the then current Interest Period with respect thereto;

PROVIDED that, all of the foregoing provisions relating to Interest Periods
are subject to the following:

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

(2) no Interest Period shall extend beyond the Scheduled
Revolving Credit Commitment Termination Date in the case of Revolving
Credit Loans or the scheduled date final payment is due on any tranche
or class of Term Loans in the case of such tranche or class of Term
Loans;

(3) no Interest Period with respect to any tranche or class of
the Term Loans shall extend beyond any date upon which repayment of
principal thereof is required to be made if, after giving effect to
the selection of such Interest Period, the aggregate principal amount
of such tranche or class of Term Loans with Interest Periods ending
after such date would exceed the aggregate principal amount of such
tranche or class of Term Loans permitted to be outstanding after such
scheduled repayment; and

(4) any Interest Period pertaining to a Eurocurrency Loan that
begins on the last Business Day of a calendar month (or on a day for
which there is no numerically corresponding day in the calendar month
at the end of such Interest Period) shall end on the last Business Day
of a calendar month.

"INTEREST RATE AGREEMENT": any interest rate protection agreement,
interest rate, commodity or currency future, interest rate option, interest
rate cap or other interest rate, commodity or currency hedge arrangement,
to or under which any Lender (or any Affiliate thereof) and the US Borrower
or its Subsidiaries are parties on the date hereof or become parties after
the date hereof.

"INVESTMENTS": as defined in subsection 8.9.

"ISSUING LENDERS": the collective reference to the US Issuing Lender
and the English Issuing Lender.

"JUDGMENT CONVERSION DATE": as defined in subsection 12.11(a).

"JUDGMENT CURRENCY": as defined in subsection 12.11(a).

"LEASED PROPERTIES": the collective reference to the real properties
leased by the US Borrower and its Subsidiaries described on Part II of
Schedule 5.19 including all buildings, improvements, structures and
fixtures now or subsequently located thereon.

"LENDERS": the collective reference to the US Lenders and the Foreign
Subsidiary Lenders.

"LETTER OF CREDIT": any Standby L/C or Trade L/C, collectively, the
"LETTERS OF CREDIT."

"LETTER OF CREDIT APPLICATION": with respect to (a) a Standby L/C, a
Standby L/C Application and (b) a Trade L/C, a Trade L/C Application;
collectively, the "LETTER OF CREDIT APPLICATIONS".

"LEVERAGE RATIO": at any date, the ratio of (a) Consolidated Total
Debt of the US Borrower and its Subsidiaries to (b) Consolidated EBITDA of
the US Borrower and its Subsidiaries for the period of four consecutive
fiscal quarters most recently ended.

"LIEN": any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), charge or other
security interest or any preference, priority or other security agreement
or preferential arrangement of any kind or nature whatsoever (including,
without limitation, any conditional sale or other title retention agreement
and any Financing Lease having substantially the same economic effect as
any of the foregoing).

"LOAN DOCUMENTS": the collective reference to this Agreement, the
Notes, the Letter of Credit Applications, the Guarantee and Collateral
Agreement, the Mortgages, any other document, instrument or agreement
guaranteeing, or granting a Lien to secure any Obligations and, as it
relates to the Secured Parties only, the Sharing Agreement.

"LOANS": the collective reference to the US Loans, the English Loans
and the Euro Loans made pursuant to the Existing Credit Agreement or this
Agreement.

"MAJORITY CLASS LENDERS": as defined in subsection 12.1.

"MATERIAL ADVERSE CHANGE": any event, development, or circumstance
that has had or could reasonably be expected to have a Material Adverse
Effect.

"MATERIAL ADVERSE EFFECT": a material adverse effect on (a) the
Transactions, (b) the business, operations, property or financial condition
of the US Borrower and its Subsidiaries, taken as a whole, or (c) the
validity or enforceability of this Agreement or any of the other Loan
Documents or the rights or remedies of the Secured Parties hereunder or
thereunder.

"MATERIALS OF ENVIRONMENTAL CONCERN": any gasoline or petroleum
(including crude oil or any fraction thereof) or petroleum products or any
hazardous or toxic substances, materials or wastes, defined or regulated as
such in or under any Environmental Law, including, without limitation,
friable asbestos, polychlorinated biphenyls and urea-formaldehyde
insulation.

"MATERIAL SUBSIDIARY": of any Person means, at any time, a Subsidiary
of such Person (a) having (i) at least the Equivalent Amount of 5% of the
Consolidated Total Assets (determined as of the last day of the most recent
fiscal quarter) of the US Borrower and its Subsidiaries or (ii) at

least the Equivalent Amount of 5% of the consolidated total revenues for
the twelve month period ending on the last day of the most recent fiscal
quarter of such Person or (b) which guarantees or is a party to any
Subordinated Debt Document or a Loan Document; PROVIDED, that, in no event
may Subsidiaries which have in the aggregate more than 10% of the
Consolidated Total Assets or 10% of the consolidated total revenues (as so
computed) of the US Borrower be excluded from this definition and
notwithstanding the foregoing each Foreign Subsidiary Borrower shall be a
Material Subsidiary.

"MORTGAGED PROPERTIES": the collective reference to the Fee
Properties owned by the US Borrower and its Subsidiaries listed on Part I
of Schedule 5.19.

"MORTGAGES": the collective reference to the mortgages and deeds of
trust encumbering each of the Mortgaged Properties executed and delivered
or to be executed and delivered by the US Borrower or its Domestic
Subsidiaries, substantially in the form of Exhibit G-2, with such
modifications (including, without limitation, any amendments to any
mortgages given in connection with the Existing Credit Agreement) as are
determined by the Administrative Agent as necessary or desirable to create
a valid and enforceable first mortgage Lien securing the obligations and
liabilities of any Borrower or any guarantor under any Loan Document, as
the same may be amended, supplemented, replaced, restated, or otherwise
modified from time to time.

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

"NATIONAL CURRENCY UNIT": the unit of currency (other than a euro
unit) of a Participating Member State.

"NELSON": as defined in the recitals hereto.

"NELSON ACQUISITION": as defined in the recitals hereto.

"NET CASH PROCEEDS": (a) in connection with any Asset Sale
(including any sale and leaseback of assets and any sale of accounts
receivable in connection with a receivables financing transaction) or any
casualty or condemnation event the cash proceeds (including any cash
payments received by way of deferred payment of principal pursuant to a
note or installment receivable or purchase price adjustment receivable or
otherwise, but only as and when received) of such Asset Sale or such
casualty or condemnation event net of all reasonable legal fees, notarial
fees, accountants' fees, investment banking fees, survey costs, title
insurance premiums, required debt payments (other than pursuant hereto) and
other customary fees actually incurred in connection therewith and net of
taxes paid or reserved to be paid or reasonably expected to be payable as a
result thereof and net of purchase price adjustments reasonably expected to
be payable in connection therewith and net of any other reserves reasonably
estimated by the US Borrower or any Subsidiary in connection with such
Asset Sale or such casualty or condemnation event and (b) in connection
with any issuance by the US Borrower or any of its Subsidiaries of equity
or debt securities or instruments or the incurrence of loans other than
Indebtedness permitted by subsection 8.2, the cash proceeds received from
such issuance, net of all reasonable investment banking fees, legal fees,
notarial fees, accountants fees, underwriting discounts and commissions and
other customary fees and expenses (including, but not limited to, filing
and printing costs), actually incurred in connection therewith; PROVIDED
HOWEVER that (y) with respect to any reserves described in clause (a)
above, any amount released from such reserves (other than for the purpose
for which it was created) shall constitute "Net Cash Proceeds" when
released and (z) with respect to any issuance of debt instruments or
securities as described in clause (b) above, only to the extent that such
net cash proceeds are used to

refinance any Indebtedness permitted by this Agreement, then such net cash
proceeds shall not constitute "Net Cash Proceeds" for the purpose of this
Agreement.

"NON-EXCLUDED TAXES": as defined in subsection 4.7.

"NON-FUNDING LENDER": as defined in subsection 4.4(c).

"NOTES": the collective reference to the Revolving Credit Notes, the
Swing Line Notes, and the Term Notes.

"NOTICE TIME": as to any notice of borrowing, prepayment, conversion
or rollover by any Specified Borrower, the Specified Notice Time set forth
in the Administrative Schedule.

"OBLIGATIONS": the collective reference to the Domestic Obligations
and the Foreign Subsidiary Obligations.

"ORIGINAL CLOSING DATE": April 21, 1999.

"PARTICIPATING LENDER": as to any Accommodation, any Specified
Revolving Credit Lender (other than the Specified Issuing Lender) with
respect to its Specified Accommodation Participating Interest in such
Accommodation.

"PARTICIPATING MEMBER STATE": any member state which has the euro as
its lawful currency.

"PARTICIPATION CERTIFICATE": a certificate in substantially the form
of Exhibit B.

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

"PERMITTED ACQUISITION": the acquisition by the US Borrower or a
Subsidiary of the US Borrower of a business that is similar, related or
supportive to the US Borrower and its Subsidiaries' business or those
consented to by the Required Lenders.

"PERMITTED EXPENDITURE AMOUNTS": at any date, the amount equal to (a)
the sum of (i) the Net Cash Proceeds of any issuance of Capital Stock of
the US Borrower which was not required to be applied pursuant to the
provisions of subsection 2.9(a) (other than Net Cash Proceeds of Capital
Stock described in the first parenthetical clause of subsection 2.9(a)),
(ii) the Net Cash Proceeds of any Asset Sale which was not required to be
applied pursuant to the provisions of subsection 2.9(b) and (iii) any
portion of the Excess Cash Flow of the US Borrower for fiscal years
completed since the Closing Date which was not required to be applied
pursuant to the provisions of subsection 2.9(c) MINUS (b) the aggregate
amount of Expenditure Use Amounts as of such date.

"PERMITTED INTEREST PERIOD": as to any Eurocurrency Loan, the
permitted interest period lengths set forth in the Administrative Schedule
and shall include, in any event, during any period prior to the primary
syndication of the Loans, any shorter period as may be agreed to by the
Lenders.

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

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

"PLEDGED SECURITIES": as defined in the Guarantee and Collateral
Agreement.

"POUNDS STERLING OR L": legal currency of the United Kingdom.

"PROCESS AGENT": as defined in subsection 12.13(f).

"PROPERTIES": as defined in subsection 5.15.

"QUALIFIED ISSUER": as defined in Section VI of the Administrative
Schedule.

"RATABLE PORTION": for each Specified Lender, the amount of such
Lender's PRO RATA portion of any applicable Specified Loan.

"RECAPITALIZATION": the transactions consummated pursuant to the
Recapitalization Agreement.

"RECAPITALIZATION AGREEMENT": the Recapitalization Agreement, dated
as of March 29, 1999, among the US Borrower, the stockholders parties
thereto and JLF Acquisition LLC, as amended, supplemented or otherwise
modified in accordance with subsection 8.10.

"REGULATION T, U OR X": Regulation T, U or X of the Board as in
effect from time to time.

"RELATED BUSINESS": Any business involving, ancillary to or related
to the business in which the US Borrower or any of its Subsidiaries is
engaged on the date hereof.

"RELATED FUND": with respect to any Lender that is a fund that
invests in bank loans, any other fund that invests in bank loans and is
advised or managed by the same investment advisor as such Lender or by an
affiliate of such investment advisor.

"REORGANIZATION": with respect to any Multiemployer Plan, the
condition that such plan is in reorganization within the meaning of Section
4241 of ERISA.

"REPORTABLE EVENT": any of the events set forth in Section 4043(b) of
ERISA and the regulations thereunder, other than those events as to which
the thirty day notice period is waived under subsections .13, .14, .16,
.18, .19 or .20 of PBGC Reg. Section 2615.

"REQUIRED LENDERS": at any time, Lenders the Total Credit
Percentages of which aggregate at least a majority.

"REQUIREMENT OF LAW": as to any Person, the certificate of
incorporation and by-laws or other organizational or governing documents of
such Person, and any law, treaty, statute, rule, regulation, common law or
determination of an arbitrator or a court or other Governmental Authority
and all official directives, consents, approvals, authorizations,
restrictions and policies of any Governmental Authority, in each case
applicable to or binding upon such Person or any of its property or to
which such Person or any of its property is subject.

"RESPONSIBLE OFFICER": as to any Person, the chief executive officer,
the president, the chief financial officer, managing or other director, any
vice president, secretary, any assistant secretary, treasurer or any
assistant treasurer of such Person.

"RESTRICTED PAYMENTS": as defined in subsection 8.7.

"REVOLVING CREDIT COMMITMENTS": the collective reference to the US
Revolving Credit Commitments and the Foreign Subsidiary Revolving Credit
Commitments.

"REVOLVING CREDIT COMMITMENT PERCENTAGE": as to any Specified
Revolving Credit Lender, the percentage of the aggregate Specified
Revolving Credit Commitments constituted by its Specified Revolving Credit
Commitment.

"REVOLVING CREDIT COMMITMENT PERIOD": with respect to any Specified
Borrower, the Specified Revolving Credit Commitment Period set forth in the
Administrative Schedule.

"REVOLVING CREDIT COMMITMENT TERMINATION DATE": with respect to any
Specified Borrower, the Specified Revolving Credit Commitment Termination
Date set forth in the Administrative Schedule.

"REVOLVING CREDIT LENDERS": the collective reference to the US
Revolving Credit Lenders and the Foreign Subsidiary Revolving Credit
Lenders.

"REVOLVING CREDIT LOANS": the collective reference to the US
Revolving Credit Loans and the Foreign Subsidiary Revolving Credit Loans.

"REVOLVING CREDIT NOTE" and "REVOLVING CREDIT NOTES": as defined in
subsection 2.7(e).

"SCHEDULED REVOLVING CREDIT COMMITMENT TERMINATION DATE": April 21,
2005 or, if such date is not a Business Day, the Business Day next
preceding such date.

"SECURED PARTIES": the collective reference to the Collateral Agent,
the Administrative Agent, the Foreign Subsidiary Agents, and the Lenders.

"SENIOR DEBT RATIO": at any date, the ratio of (a) Consolidated
Senior Debt of the US Borrower and its Subsidiaries to (b) Consolidated
EBITDA of the US Borrower and its Subsidiaries for the period of four
consecutive fiscal quarters most recently ended.

"SENIOR SUBORDINATED NOTE INDENTURE": the Indenture dated as of May
28, 1999 entered into by the US Borrower in connection with the issuance of
the Senior Subordinated Notes, together with all instruments and other
agreements entered into by the US Borrower in connection therewith, as the
same may be amended, supplemented or otherwise modified from time to time
in accordance with subsection 8.10.

"SENIOR SUBORDINATED NOTES": the subordinated notes of the US
Borrower issued pursuant to the Senior Subordinated Note Indenture.

"SHARING AGREEMENT": the Sharing Agreement, among the Collateral
Agent, the Administrative Agent and the Foreign Subsidiary Agents,
substantially in the form of Exhibit I, as the same may be amended,
supplemented or otherwise modified from time to time.

"SINGLE EMPLOYER PLAN": any Plan which is covered by Title IV of
ERISA, but which is not a Multiemployer Plan.

"SOLVENT" and "SOLVENCY": with respect to any Person on a particular
date, that on such date, (a) the fair value of the property (on a going
concern basis) of such Person is greater than the total amount of
liabilities, including, without limitation, contingent liabilities, of such
Person, (b) the present fair saleable value of the assets (on a going
concern basis) of such Person is not less than the amount that will be
required to pay the probable liability of such Person on its debts as they
become absolute and matured, (c) such Person does not intend to, and does
not believe that it will, incur debts or liabilities beyond such Person's
ability to pay as such debts and liabilities mature, and (d) such Person is
not engaged in business or a transaction, and is not about to engage in
business or a transaction, for which such Person's property would
constitute an unreasonably small capital; PROVIDED for purposes of any
Person organized under the laws of England and Wales, the term "SOLVENT"
shall mean that with respect to such Person on a particular date, that on
such date, such Person has the ability to pay its debts as and when they
fall due and could not be deemed to be unable to pay its debts for purposes
of the Insolvency Act of 1986.

"SPECIFIED": when used in relation to any Borrower, any Loans (or
portion, type or class thereof), Accommodations, Assignee, Commitment,
Agent, Issuing Lender, Lenders (or subclass thereof), Obligations (or
portion thereof), Accommodation Outstandings and/or any other defined term
herein, the applicable Borrower and/or the Loans to, Accommodations for the
benefit of, Commitments to, Agent in respect of, Issuing Lender in respect
of, Lenders to, Obligations owing by, and other terms relating to such
Borrower or defined term, as the context may require.

"SPECIFIED PARTICIPANT": as defined in subsection 12.6(b).

"SPECIFIED REFUNDED SWING LINE LOANS": as defined in subsection
2.12(b).

"SPECIFIED REGISTER": as defined in subsection 12.6(d).

"STANDBY L/C": an irrevocable letter of credit issued by a Specified
Issuing Lender pursuant to this Agreement for the account of the related
Specified Borrower in respect of obligations of such Specified Borrower
incurred pursuant to contracts made or performances undertaken or to be
undertaken or like matters relating to contracts to which such Specified
Borrower is or proposes to become a party, including, without limiting the
foregoing, for insurance, trade payable or Indebtedness support purposes.

"STANDBY L/C APPLICATION": as defined in subsection 3.2.

"SUBSEQUENT PARTICIPANT": any member state that adopts the euro as
its lawful currency after January 1, 1999.

"SUBSIDIARY": as to any Person, a corporation, partnership, limited
liability company, or other entity of which shares of stock or other
ownership interests having ordinary voting power (other than stock or such
other ownership interests having such power only by reason of the happening
of a contingency) to elect a majority of the board of directors or other
managers of such corporation, partnership or other entity are at the time
owned, directly or indirectly through one or more intermediaries, or both,
by such Person, including, as to any Person incorporated in England or
Wales, (A) a subsidiary within the meaning of Section 736 of the Companies
Act 1985, and (B) unless the context otherwise requires, any Person being a
subsidiary undertaking within the meaning of Section 258 of the Companies
Act 1985 AND (for all purposes of this Agreement other than the calculation
of financial condition covenants under section 8.1) the affairs and
policies of which the US Borrower or any other Subsidiary of the US
Borrower controls or has the power to control. Unless otherwise qualified,
all references to a "Subsidiary"

or to "Subsidiaries" in this Agreement shall refer to a Subsidiary or
Subsidiaries of the US Borrower.

"SWING LINE COMMITMENT": any Specified Swing Line Lender's obligation
to make Specified Swing Line Loans pursuant to subsection 2.12 as set forth
in the Administrative Schedule.

"SWING LINE LENDERS": the collective reference to the US Swing Line
Lenders and the English Swing Line Lenders.

"SWING LINE LOAN PARTICIPATION CERTIFICATE": a certificate in
substantially the form of Exhibit C.

"SWING LINE LOANS": as to any Specified Swing Line Lender, any swing
line loans made to the Specified Borrower by such Lender.

"SWING LINE NOTE": as defined in subsection 2.7(e).

"TARGET OPERATING DAY": any day that is not (a) a Saturday or Sunday,
(b) Christmas Day or New Year's Day or (c) any other day on which the
Trans-European Real-time Gross Settlement Operating System (or any
successor settlement system) is not operating (as determined by the Euro
Agent).

"TERM LOANS": the collective reference to the US Term Loans and the
English Term Loans.

"TERM LOAN LENDERS": the collective reference to the US Term Loan
Lenders and the English Term Loan Lenders.

"TERM NOTE" and "TERM NOTES": as defined in subsection 2.7(e).

"THIRD STAGE": the third stage of the European economic and monetary
union pursuant to the Treaty establishing the European Community (as
amended from time to time).

"TOTAL CREDIT PERCENTAGE": as to any Lender at any time, the
percentage of the aggregate Revolving Credit Commitments and outstanding
Term Loans then constituted by its Revolving Credit Commitments and its
outstanding Term Loans (or, if the Revolving Credit Commitments have
terminated or expired, the percentage of the aggregate outstanding Loans
and risk interests in the aggregate Accommodation Outstandings and Swing
Line Loans then constituted by its outstanding Loans, and its risk
interests in Accommodation Outstandings and Swing Line Loans).

"TOWER SUBORDINATED DEBT": as defined in subsection 6.1(e).

"TRADE L/C": a commercial documentary letter of credit issued by a
Specified Issuing Lender pursuant to subsection 3.1 for the account of a
Specified Borrower for the purchase of materials, goods or services in the
ordinary course of business.

"TRADE L/C APPLICATION": as defined in subsection 3.2.

"TRANCHE": the reference to Eurocurrency Loans of a Specified
Borrower the Interest Periods with respect to all of which begin on the
same date and end on the same later date

(whether or not such Loans shall originally have been made on the same
day); Tranches may be identified as "EUROCURRENCY TRANCHES."

"TRANSACTION DOCUMENTS": the Acquisition Agreement and all other
agreements, instruments or certificates delivered in connection with the
Transactions.

"TRANSACTIONS": as defined in the recitals hereto.

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

"TREATY ON EUROPEAN UNION": the Treaty of Rome of March 25, 1957, as
amended by the Single European Act 1986 and the Maastricht Treaty (which
was signed at Maastricht on February 7, 1992, and came into force on
November 1, 1993), as amended from time to time.

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

"UNDERLYING LEASE": as defined in subsection 5.8.

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

"US BORROWER": as defined in the preamble hereto.

"US BORROWER PRO FORMA BALANCE SHEET": as defined in subsection
5.1(c).

"US ISSUING LENDER": Chase.

"US LENDERS": the collective reference to Lenders holding US Loans or
US Revolving Credit Commitments.

"US LETTERS OF CREDIT": any Letter of Credit issued for the account
of the US Borrower by the US Issuing Lender.

"US LOAN": any loan made to the US Borrower by any US Lender pursuant
to the Existing Credit Agreement or this Agreement.

"US REVOLVING CREDIT COMMITMENT": as to any US Revolving Credit
Lender, its obligation to make US Revolving Credit Loans to the US Borrower
pursuant to subsection 2.1 and to participate in Swing Line Loans and US
Letters of Credit in an aggregate amount not to exceed at any one time
outstanding the amount set forth opposite such Revolving Credit Lender's
name in Schedule 1.1 under the heading "US Revolving Credit Commitment", as
such amount may be reduced from time to time as provided herein;
collectively, as to all the US Revolving Credit Lenders, the "US REVOLVING
CREDIT COMMITMENTS."

"US REVOLVING CREDIT LENDER": any US Lender having a US Revolving
Credit Commitment or that holds outstanding US Revolving Credit Loans or
Specified Accommodation Participating Interests hereunder.

"US REVOLVING CREDIT LOANS": as to the US Borrower, any revolving
credit loans made to the US Borrower by the US Revolving Credit Lenders
pursuant to the Existing Credit Agreement or pursuant to subsection 2.1(a).

"US STERLING TERM LOANS": as to the US Borrower, any term loans made
to such Borrower by the US Sterling Term Loan Lenders pursuant to the
Existing Credit Agreement on the Original Closing Date in an aggregate
principal amount of 10,840,000.

"US STERLING TERM LOAN LENDERS": as to the US Borrower, any Lenders
holding outstanding US Sterling Term Loans.

"US SWING LINE LENDER": any US Lender having a Swing Line Commitment
or that holds outstanding Swing Line Loans.

"U.S. TAX COMPLIANCE CERTIFICATE": as defined in subsection
4.7(b)(ii).

"US TERM LOANS": the collective reference to the US Tranche A Term
Loans, the US Tranche B Term Loans and the US Sterling Term Loans.

"US TERM LOAN LENDERS": the collective reference to the US Tranche A
Term Loan Lenders, the US Tranche B Term Loan Lenders and the US Sterling
Term Loan Lenders.

"US TRANCHE A TERM LOANS": as to the US Borrower, any term loans made
to such Borrower by the US Tranche A Term Loan Lenders pursuant to the
Existing Credit Agreement on the Original Closing Date in an aggregate
principal amount of $70,000,000 or pursuant to subsection 2.5(a) on the
Closing Date in an aggregate principal amount of $85,000,000.

"US TRANCHE A TERM LOAN LENDERS": as to the US Borrower, any Lenders
holding outstanding US Tranche A Term Loans.

"US TRANCHE B TERM LOANS": as to the US Borrower, any term loans made
to such Borrower by the US Tranche B Term Loan Lenders pursuant to the
Existing Credit Agreement on the Original Closing Date in an aggregate
principal amount of $190,000,000.

"US TRANCHE B TERM LOAN LENDERS": as to the US Borrower, any Lenders
holding outstanding US Tranche B Term Loans.

"WHOLLY OWNED SUBSIDIARY": as to any Person, any Subsidiary of which
such Person owns, directly or indirectly, all of the Capital Stock of such
Subsidiary other than directors' qualifying shares or any shares held by
nominees.

1.2 OTHER DEFINITIONAL PROVISIONS. (a) Unless otherwise specified
therein, all terms defined in this Agreement shall have the defined meanings
when used in any Note or any certificate or other document made or delivered
pursuant hereto.

(b) As used herein and in any Note, and any certificate or other
document made or delivered pursuant hereto, accounting terms relating to the US
Borrower and its Subsidiaries not defined in subsection 1.1 and accounting terms
partly defined in subsection 1.1, to the extent not defined, shall have the
respective meanings given to them under GAAP.

(c) The words "hereof", "herein" and "hereunder" and words of similar
import when used in this Agreement shall refer to this Agreement as a whole and
not to any particular provision of this Agreement, and Section, subsection,
Schedule and Exhibit references are to this Agreement unless otherwise
specified.

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

(e) Whenever any amount denominated in a currency other than Dollars
needs to be determined for purposes of Section 8 (other than subsection 8.1)
such determination shall be made on the Equivalent Amount of such other currency
on the date on which the particular transaction giving rise to the need to
calculate such Equivalent Amount occurred.

SECTION 2. AMOUNTS AND TERMS OF COMMITMENTS

2.1 REVOLVING CREDIT COMMITMENTS. (a) THE LENDERS' REVOLVING CREDIT
COMMITMENTS. Subject to the terms and conditions hereof, each Specified
Revolving Credit Lender severally agrees to make Specified Revolving Credit
Loans to the related Specified Borrower from time to time during the Specified
Revolving Credit Commitment Period in an aggregate principal amount or
Equivalent Amount thereof in the relevant currency, if applicable, at any one
time outstanding, when added to such Specified Lender's Specified Revolving
Credit Commitment Percentage of all Specified Accommodation Outstandings and
outstanding Specified Swing Line Loans, not to exceed, after giving effect to
the use of the proceeds thereof, the amount of such Specified Lender's Specified
Revolving Credit Commitment; PROVIDED, that (i) the Specified Borrower shall not
request and the Specified Revolving Credit Lender shall not make any Specified
Revolving Credit Loan if, after giving effect to the making thereof, the
Equivalent Amount of the aggregate Revolving Credit Loans, Accommodation
Outstandings and Swing Line Loans would exceed the US Revolving Credit
Commitments and (ii) neither the English Borrower nor the Euro Borrower shall
request and neither the English Revolving Credit Lenders nor the Euro Revolving
Credit Lenders shall make any English Revolving Credit Loans or Euro Revolving
Credit Loans, as the case may be, if, after giving effect to the making thereof,
the Equivalent Amount of the aggregate of the English Revolving Credit Loans,
the Accommodations issued by the English Issuing Lender for the account of the
English Borrower, the Swing Line Loans made to the English Borrower and the Euro
Revolving Credit Loans, in each case, then outstanding would exceed $25,000,000.
During the Specified Revolving Credit Commitment Period, the Specified Borrower
may use the Specified Revolving Credit Commitments by borrowing, prepaying the
Specified Revolving Credit Loans in whole or in part, and reborrowing, all in
accordance with the terms and conditions hereof.

The Specified Revolving Credit Loans may from time to time be of any
available Type, as determined by the Specified Borrower and notified to the
Specified Agent in accordance with subsections 2.2 and 2.10.

(b) ENGLISH BIDCO'S CONFIRMATION. English Bidco acknowledges and
confirms that (i) Chase issued the Bank Guarantee Letters of Credit with an
aggregate face amount not exceeding L17,823,330.80 to the Guarantor in respect
of the Guaranteed Loan Notes and (ii) English Bidco agreed to reimburse Chase on
each date on which Chase notifies English Bidco of (x) the date and amount of a
demand presented under the Bank Guarantee Letters of Credit, (y) the amount of
such demand paid by Chase, and (z) any taxes, fees, charges or other costs or
expenses incurred by Chase in connection with such payment. English Bidco
hereby represents, warrants, agrees, covenants and reaffirms that: (i) it has no
(and it permanently and irrevocably waives, and releases Chase from, any, to the
extent arising on or prior to the Closing Date) defense, setoff, claim, or
counterclaim against Chase with regard to its English Obligations in respect of
the Bank Guarantee Letters of Credit and (ii) reaffirms its obligation to
reimburse Chase as set forth above.

2.2 PROCEDURE FOR REVOLVING CREDIT BORROWING. Any Specified Borrower
may borrow under the related Specified Revolving Credit Commitment during the
Specified Revolving Credit Commitment Period on any Business Day, PROVIDED that
such Specified Borrower shall give the Specified Agent irrevocable notice by the
Specified Notice Time specifying (i) the amount and currency to be borrowed,
(ii) the requested Borrowing Date, (iii) the Type or Types of Loan, and (iv) if
the borrowing is to be entirely or partly of Eurocurrency Loans, the respective
amounts of each such Type

of Specified Loan and the respective lengths of the initial Interest Periods
therefor. Each borrowing under the Specified Revolving Credit Commitments shall
be in a minimum amount equal to (A) in the case of Base Rate Loans, the
Equivalent Amount of $250,000 (or, if the then Specified Available Revolving
Credit Commitments are less than the Equivalent Amount of $1,000,000, such
lesser amount) and (B) in the case of Eurocurrency Loans, the Equivalent Amount
of $1,000,000. Upon receipt of any such notice from the Specified Borrower, the
Specified Agent shall promptly notify each Specified Revolving Credit Lender
thereof. Each Specified Revolving Credit Lender will make the amount of its pro
rata share of each borrowing available to the Specified Agent for the account of
the Specified Borrower at the office of the Specified Agent specified in
subsection 12.2 prior to 11:00 a.m. local time of the Specified Agent, on the
Borrowing Date requested by the Specified Borrower in funds immediately
available to the Specified Agent. Such borrowing will then be made available to
the Specified Borrower by the Specified Agent crediting the account of the
Specified Borrower on the books of such office with the aggregate of the amounts
made available to the Specified Agent by the Specified Revolving Credit Lenders
and in like funds as received by the Specified Agent.

2.3 COMMITMENT FEE; ADMINISTRATIVE AGENT FEES. (a) The US Borrower
agrees to pay to the Administrative Agent for the account of each Revolving
Credit Lender a commitment fee for the period from and including the Closing
Date to, but not including, the Scheduled Revolving Credit Commitment
Termination Date or such other earlier date on which the Revolving Credit
Commitments are terminated (whether pursuant to Section 9 or otherwise),
computed at a rate per annum equal to the Applicable Margin for Commitment Fees
on the average daily excess, if any, during the period for which payment is
made, of (i) the amount of such Revolving Credit Lender's US Revolving Credit
Commitment OVER (ii) the sum of the Equivalent Amount of (A) the aggregate
unpaid principal amount at such time of all Revolving Credit Loans made by such
Revolving Credit Lender, and (B) an amount equal to such Revolving Credit
Lender's Revolving Credit Commitment Percentage of the Accommodation
Outstandings at such time, payable quarterly in arrears on the last day of each
March, June, September, and December and on the Scheduled Revolving Credit
Commitment Termination Date.

(b) Each Borrower shall pay to Chase for the accounts of the Agents
the amounts payable by it set forth in the Fee Letter dated September 10, 1999
or in any subsequent agreement in the amounts and on the dates set forth
therein.

2.4 TERMINATION OR REDUCTION OF REVOLVING CREDIT COMMITMENTS. (a)
Any Specified Borrower shall have the right, upon not less than three (3)
Business Days' notice to the Specified Agent, to terminate the Specified
Revolving Credit Commitments or, from time to time, reduce the unutilized
portion of the amount of the Specified Revolving Credit Commitments, PROVIDED
that any such termination of the Specified Revolving Credit Commitments shall be
accompanied by prepayment (or payment of cash collateral, as applicable in the
case of Specified Accommodations) in full of the Specified Revolving Credit
Loans, Specified Swing Line Loans and Specified Accommodation Obligations then
outstanding in excess of the Specified Revolving Credit Commitments as so
reduced, together with accrued interest thereon to the date of such prepayment,
cancellation of all Specified Accommodations and the payment of any unpaid
commitment fee then accrued hereunder. Any such reduction shall be in a minimum
Equivalent Amount of $1,000,000, and shall reduce permanently the amount of the
Specified Revolving Credit Commitments then in effect and shall further include
any amounts due in respect thereof under subsection 4.8. Upon termination of
the Specified Revolving Credit Commitments, any Specified Accommodation then
outstanding which has been fully cash collateralized shall no longer be
considered an "Accommodation" as defined in subsection 1.1, and any Specified
Accommodation Participating Interest heretofore granted by the Specified Issuing
Lender to the Specified Revolving Credit Lenders in such Specified Accommodation
shall be deemed terminated but the fees payable under subsection 3.3 shall
continue to accrue to the Specified Issuing Lender with respect to such
Specified Letter of Credit until the expiry thereof.

(b) In the case of any reduction of any Specified Revolving Credit
Commitments hereunder, to the extent, if any, that the sum of the Specified
Revolving Credit Loans, Specified Swing Line Loans and the Specified
Accommodation Outstandings exceeds the Specified Revolving Credit Commitments as
so reduced, the Specified Borrower shall make a prepayment equal to such excess
amount, the proceeds of which shall be applied FIRST, to payment of the
Specified Swing Line Loans then outstanding, SECOND, to payment of the Specified
Revolving Credit Loans then outstanding, THIRD, to payment of any Specified
Accommodation Obligations then outstanding and LAST, to cash collateralize any
outstanding Specified Accommodation on terms reasonably satisfactory to the
Specified Lenders holding a majority of the Specified Revolving Credit
Commitments.

2.5 TERM LOANS. (a) US TRANCHE A TERM LOANS. (i) Certain of the
US Tranche A Term Loan Lenders have made US Tranche A Term Loans to the US
Borrower on the Original Closing Date in the aggregate principal amount of
$70,000,000. Prior to the date hereof the US Borrower has made principal
payments of the US Tranche A Term Loans in an aggregate amount equal to
$2,105,263.16. Subject to the terms and conditions hereof, each of the US
Tranche A Term Loan Lenders (including any US Tranche A Term Loan Lenders which
are becoming US Tranche A Term Loan Lenders on the date hereof) severally agrees
to make the Additional US Tranche A Term Loans to the US Borrower on the Closing
Date in an amount not to exceed the difference between (x) the amount set forth
under the heading "US Tranche A Term Loan Commitment" opposite such Lender's
name on Schedule 1.1 and (y) the amount of the US Tranche A Term Loan made by
such US Tranche A Term Loan Lender on the Original Closing Date. The US Tranche
A Term Loans may from time to time be (a) Eurocurrency Loans, (b) Base Rate
Loans or (c) a combination thereof, as determined by the US Borrower and
notified to the Administrative Agent in accordance with subsection 2.10.

(ii) AMORTIZATION OF US TRANCHE A TERM LOANS. The aggregate US
Tranche A Term Loans of all US Tranche A Term Loan Lenders shall be payable in
21 consecutive quarterly installments (except with respect to the last
installment which shall be due and payable on April 21, 2005) on the dates and
in a principal amount equal to the amount set forth below (together with all
accrued interest thereon) opposite the applicable installment date (or, if less,
the aggregate amount of the US Tranche A Term Loans then outstanding):

Installment Amount
----------- ------

March 31, 2000 $7,280,704.67
June 30, 2000 $3,640,352.33
September 30, 2000 $3,640,352.33
December 31, 2000 $3,640,352.33
March 31, 2001 $3,640,352.33
June 30, 2001 $7,280,704.67
September 30, 2001 $7,280,704.67
December 31, 2001 $7,280,704.67
March 31, 2002 $7,280,704.67
June 30, 2002 $7,280,704.67
September 30, 2002 $7,280,704.67
December 31, 2002 $7,280,704.67
March 31, 2003 $7,280,704.67
June 30, 2003 $9,100,880.83
September 30, 2003 $9,100,880.83
December 31, 2003 $9,100,880.83
March 31, 2004 $9,100,880.83
June 30, 2004 $9,100,880.83

September 30, 2004 $9,100,880.83
December 31, 2004 $9,100,880.83
April 21, 2005 $9,100,819.67

(b) US TRANCHE B TERM LOANS. (i) The US Tranche B Term Loan Lenders
have made US Tranche B Term Loans to the US Borrower on the Original Closing
Date in the aggregate principal amount of $190,000,000. Prior to the date
hereof the US Borrower has made principal payments of the US Tranche B Term
Loans in an aggregate amount equal to $37,894,736.84. The US Tranche B Term
Loans may from time to time be (a) Eurocurrency Loans, (b) Base Rate Loans or
(b) a combination thereof, as determined by the US Borrower and notified to the
Administrative Agent in accordance with subsection 2.10.

(ii) AMORTIZATION OF US TRANCHE B TERM LOANS. The aggregate US
Tranche B Term Loans of all US Tranche B Term Loan Lenders shall be payable in
28 consecutive quarterly installments (except with respect to the last
installment which shall be due and payable on October 21, 2006) on the dates and
in a principal amount equal to the amount set forth below (together with all
accrued interest thereon) opposite the applicable installment date (or, if less,
the aggregate amount of the US Tranche B Term Loans then outstanding):

Installment Amount
----------- ------

March 31, 2000 $800,554.02
June 30, 2000 $200,138.50
September 30, 2000 $200,138.50
December 31, 2000 $200,138.50
March 31, 2001 $200,138.50
June 30, 2001 $200,138.50
September 30, 2001 $200,138.50
December 31, 2001 $200,138.50
March 31, 2002 $200,138.50
June 30, 2002 $200,138.50
September 30, 2002 $200,138.50
December 31, 2002 $200,138.50
March 31, 2003 $200,138.50
June 30, 2003 $200,138.50
September 30, 2003 $200,138.50
December 31, 2003 $200,138.50
March 31, 2004 $200,138.50
June 30, 2004 $200,138.50
September 30, 2004 $200,138.50
December 31, 2004 $200,138.50
March 31, 2005 $200,138.50
June 30, 2005 $200,138.50
September 30, 2005 $200,138.50
December 31, 2005 $200,138.50
March 31, 2006 $200,138.50
June 30, 2006 $200,138.50
September 30, 2006 $200,138.50
October 21, 2006 $146,101,108.04

(c) US STERLING TERM LOANS. (i) The US Sterling Term Loan Lenders
have made US Sterling Term Loans to the US Borrower on the Original Closing Date
in the aggregate principal amount of 10,840,000. The US Sterling Term Loans
may from time to time be (a) Eurocurrency Loans, (b)

Base Rate Loans or (b) a combination thereof, as determined by the US Borrower
and notified to the Administrative Agent in accordance with subsection 2.10.

(ii) AMORTIZATION OF US STERLING TERM LOANS. The aggregate US
Sterling Term Loans of all US Sterling Term Loan Lenders shall be payable in 21
consecutive quarterly installments (except with respect to the last installment
which shall be due and payable on April 21, 2005) on the dates and in a
principal amount equal to the amount set forth below (together with all accrued
interest thereon) opposite the applicable installment date (or, if less, the
aggregate amount of the US Sterling Term Loans then outstanding):

Installment Amount
----------- ------

March 31, 2000 L516,190
June 30, 2000 L258,095
September 30, 2000 L258,095
December 31, 2000 L258,095
March 31, 2001 L258,095
June 30, 2001 L516,190
September 30, 2001 L516,190
December 31, 2001 L516,190
March 31, 2002 L516,190
June 30, 2002 L516,190
September 30, 2002 L516,190
December 31, 2002 L516,190
March 31, 2003 L516,190
June 30, 2003 L645,238
September 30, 2003 L645,238
December 31, 2003 L645,239
March 31, 2004 L645,239
June 30, 2004 L645,239
September 30, 2004 L645,239
December 31, 2004 L645,239
April 21, 2005 L645,239

(d) ENGLISH TERM LOANS. (i) The English Term Loan Lenders have made
English Term Loans to the English Borrower on the Original Closing Date in the
aggregate principal amount of 10,840,000. The English Term Loans may from time
to time be (a) Eurocurrency Loans, (b) Base Rate Loans or (b) a combination
thereof, as determined by English Borrower and notified to the English Agent in
accordance with subsection 2.10.

(ii) AMORTIZATION OF ENGLISH TERM LOANS. The aggregate English Term
Loans of all English Term Loan Lenders shall be payable in 21 consecutive
quarterly installments (except with respect to the last installment which shall
be due and payable on April 21, 2005) on the dates and in a principal amount
equal to the amount set forth below (together with all accrued interest thereon)
opposite the applicable installment date (or, if less, the aggregate amount of
the English Term Loans then outstanding):

Installment Amount
----------- ------

March 31, 2000 L516,190
June 30, 2000 L258,095
September 30, 2000 L258,095
December 31, 2000 L258,095
March 31, 2001 L258,095
June 30, 2001 L516,190

September 30, 2001 L516,190
December 31, 2001 L516,190
March 31, 2002 L516,190
June 30, 2002 L516,190
September 30, 2002 L516,190
December 31, 2002 L516,190
March 31, 2003 L516,190
June 30, 2003 L645,238
September 30, 2003 L645,238
December 31, 2003 L645,239
March 31, 2004 L645,239
June 30, 2004 L645,239
September 30, 2004 L645,239
December 31, 2004 L645,239
April 21, 2005 L645,239

2.6 PROCEDURE FOR TERM LOAN BORROWINGS. The Specified Subsidiary
Borrower shall give the Specified Agent irrevocable notice by the Specified
Notice Time requesting that the Specified Term Loan Lenders make the Specified
Term Loans on the requested Borrowing Date and specifying (i) the amount and
currency to be borrowed, (ii) the requested Borrowing Date, (iii) the Type or
Types of Loan, and (iv) if the borrowing is to be entirely or partly of
Eurocurrency Loans, the respective amounts of each such Type of Specified Loan
and the respective lengths of the initial Interest Periods therefor. Upon
receipt of such notice the Specified Agent shall promptly notify each Specified
Term Loan Lender thereof. Each Specified Term Loan Lender will make an amount
equal to the Specified Term Loans to be made by such Lender available to the
Specified Agent for the account of the Specified Borrower at the office of the
Specified Agent specified in subsection 12.2 prior to 11:00 a.m. local time of
the Specified Agent, on the Borrowing Date requested by the Specified Borrower
in funds immediately available to the Specified Agent. Such borrowing will then
be made available to the Specified Borrower by the Specified Agent crediting the
account of the Specified Borrower on the books of such office with the aggregate
of the amounts made available to the Specified Agent by the Specified Term Loan
Lenders and in like funds as received by the Specified Agent.

2.7 REPAYMENT OF LOANS. (a) Each Specified Borrower hereby
unconditionally promises to pay to the Specified Agent for the account of: (i)
each Specified Revolving Credit Lender, the then unpaid principal amount of each
Specified Revolving Credit Loan of such Specified Lender, on the Specified
Revolving Credit Commitment Termination Date (or such earlier date on which the
Specified Revolving Credit Loans become due and payable pursuant to Section 9);
(ii) each Specified Swing Line Lender, the then unpaid principal amount of the
Specified Swing Line Loans of such Swing Line Lender, on the Specified Revolving
Credit Commitment Termination Date (or such earlier date on which the Specified
Swing Line Loans become due and payable pursuant to Section 9); (iii) each US
Tranche A Term Loan Lender, such Lender's Ratable Portion of the amounts
specified in subsection 2.5(a)(ii) (or, if less, the aggregate amount of the US
Tranche A Term Loans of such Lender then outstanding), on the dates specified in
subsection 2.5(a)(ii) (or such earlier date on which the US Tranche A Term Loans
become due and payable pursuant to Section 9); (iv) each US Tranche B Term Loan
Lender, such Lender's Ratable Portion of the amounts specified in subsection
2.5(b)(ii) (or, if less, the aggregate amount of the US Tranche B Term Loans of
such Lender then outstanding), on the dates specified in subsection 2.5(b)(ii)
(or such earlier date on which the US Tranche B Term Loans become due and
payable pursuant to Section 9); (v) each US Sterling Term Loan Lender, such
Lender's Ratable Portion of the amounts specified in subsection 2.5(c)(ii) (or,
if less, the aggregate amount of the US Sterling Term Loans of such Lender then
outstanding), on the dates specified in subsection 2.5(c)(ii) (or such earlier
date on which the US Sterling Term Loans become due and payable pursuant to
Section 9); and (vi) each English Term Loan Lender, such Lender's Ratable
Portion of the amounts specified in subsection 2.5(c)(ii) (or, if less, the
aggregate amount of the English Term Loans of such Lender then

outstanding), on the dates specified in subsection 2.5(c)(ii) (or such earlier
date on which the English Term Loans become due and payable pursuant to Section
9). Each Specified Borrower hereby further agrees to pay interest on the unpaid
principal amount of its Specified Loans from time to time outstanding from the
date hereof until payment in full thereof at the rates per annum, and on the
dates, set forth in subsection 4.1.

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

(c) Each Specified Agent shall maintain a Specified Register pursuant
to subsection 12.6(d), and a subaccount therein for each Specified Lender, in
which shall be recorded (i) the amount of each Specified Loan made hereunder and
any Note evidencing such Loan, the Type thereof and each Interest Period
applicable thereto, (ii) the amount of any principal or interest due and payable
or to become due and payable from the Specified Borrower to each Specified
Lender hereunder and (iii) both the amount of any sum received by such Specified
Agent hereunder from each Specified Borrower and each Specified Lender's share
thereof.

(d) The entries made in each Specified Register and the accounts of
each Specified Lender maintained pursuant to subsection 2.7(b) shall, to the
extent permitted by applicable law and absent manifest error, be PRIMA FACIE
evidence of the existence and amounts of the obligations of each Specified
Borrower therein recorded; PROVIDED, HOWEVER, that the failure of any Specified
Lender or any Specified Agent to maintain the applicable Specified Register or
any such account, or any error therein, shall not in any manner affect the
obligation of each Specified Borrower to repay (with applicable interest) its
Specified Loans owing to the Specified Lender in accordance with the terms of
this Agreement.

(e) The US Borrower agrees that, upon request to the US Agent by any
Specified Lender, the US Borrower will execute and deliver to such Specified
Lender (i) a promissory note of the US Borrower evidencing the Specified
Revolving Credit Loans of such Specified Lender, substantially in the form of
Exhibit A-1 with appropriate insertions as to date and principal amount (each as
amended, supplemented, replaced or otherwise modified from time to time, a
"REVOLVING CREDIT NOTE"), and/or (ii) a promissory note of the Specified
Borrower evidencing the Specified Term Loan of such Specified Lender,
substantially in the form of Exhibit A-2 with appropriate insertions as to
Borrower, currency, date, and principal amount (each as amended, supplemented,
replaced or otherwise modified from time to time, a "TERM NOTE"), and/or (iii) a
promissory note of such Specified Borrower evidencing the Specified Swing Line
Loans of the Specified Swing Line Lender, substantially in the form of Exhibit
A-3 with appropriate insertions as to date and principal amount (as amended,
supplemented, replaced or otherwise modified from time to time, the "SWING LINE
NOTE").

2.8 OPTIONAL PREPAYMENTS. Any Borrower may, at any time and from
time to time, prepay such Specified Borrower's Specified Loans, in whole or in
part, without premium or penalty except as set forth in subsection 4.8, upon at
least three (3) Business Days' irrevocable notice to the Specified Agent,
specifying the date and amount of prepayment and whether the prepayment is of
(i) a specific Type of Loan and, if of a combination thereof, the amount
allocable to each and (ii) (1) Specified Term Loans, (2) Specified Revolving
Credit Loans, or (3) a combination thereof, as the case may be, and if of a
combination thereof, the amount allocable to each. Upon receipt of any such
notice the Specified Agent shall promptly notify each Specified Term Loan Lender
or Specified Revolving Credit Lender, as the case may be, thereof. If any such
notice is given, the amount specified in such notice shall be due and payable on
the date specified therein, together with, in the case of prepayments of the
Eurocurrency Loans only, accrued interest to such date on the amount prepaid.

Optional prepayments of the Term Loans shall be applied to each class
or tranche of Term Loans and to the installments thereof as the US Borrower
shall so elect. Amounts prepaid on account of any Term Loans may not be
reborrowed. Partial prepayments shall be in an aggregate principal Equivalent
Amount of at least $1,000,000 and shall include any amounts due in respect
thereof under subsection 4.8.

2.9 MANDATORY PREPAYMENTS.

(a) Subsequent to the Closing Date, unless the Required Lenders and
the US Borrower shall otherwise agree, if the US Borrower or any of its
Subsidiaries shall issue any class of Capital Stock for cash (other than (i) any
Capital Stock issued to finance a Permitted Acquisition permitted hereunder,
(ii) Capital Stock issued by any Subsidiary pursuant to a capital contribution
to such Subsidiary by the US Borrower or any other Subsidiary, (iii) Capital
Stock issued to officers, directors or employees as compensation or as part of
an incentive program or (iv) Capital Stock issued by the US Borrower to any
Affiliate, as determined prior to the making of such capital contribution, of
the US Borrower pursuant to a capital contribution to the US Borrower by such
Affiliate) or incur any Indebtedness other than any Indebtedness permitted
pursuant to subsection 8.2 (other than clause (n) thereof), within five (5)
Business Days of the date of such issuance or incurrence, each Borrower shall
prepay an amount of its Specified Term Loans equal to its Specified Borrower
Percentage of the Equity Prepayment Percentage, in the case of the issuance of
any such Capital Stock, or the Debt Prepayment Percentage, in the case of the
incurrence of any such Indebtedness, of the Net Cash Proceeds thereof as set
forth in paragraph (d) of this subsection 2.9.

(b) Unless the Required Lenders and the US Borrower shall otherwise
agree, if the US Borrower or any of its Subsidiaries shall consummate any Asset
Sale or receive any cash proceeds of any casualty or condemnation, on the date
which is twelve months after the date of consummation of such Asset Sale or
receipt of such proceeds, each Borrower shall prepay an amount of its Specified
Term Loans equal to its Specified Borrower Percentage of the Asset Sale
Prepayment Percentage of the Net Cash Proceeds thereof as set forth in paragraph
(d) of this subsection 2.9 to the extent that such Net Cash Proceeds from the
Asset Sale or casualty or condemnation event have not been reinvested in the
business of the US Borrower or any of its Subsidiaries within twelve months of
the date of such Asset Sale or such casualty or condemnation event.

(c) Unless the Required Lenders and the US Borrower shall otherwise
agree, if for any fiscal year, commencing with the fiscal year ending December
31, 2000, there shall be Excess Cash Flow for such fiscal year, each Borrower
shall prepay an amount of its Specified Term Loans equal to its Specified
Borrower Percentage of the ECF Prepayment Percentage of such Excess Cash Flow as
set forth in paragraph (d) of this subsection 2.9. Each such prepayment shall
be made on or before the date which is seven (7) Business Days after the earlier
of (A) the date on which the financial statements referred to in subsection
7.1(a) are required to be delivered to the Lenders and (B) the date on which
said financial statements are actually delivered.

(d) Mandatory prepayments of the Term Loans shall be applied (i) PRO
RATA to each class or tranche of Term Loans ratably based upon the then
outstanding principal amounts of the Term Loans (with each class or tranche of
Term Loan to be allocated that percentage of the amount to be applied as is
equal to a fraction (expressed as a percentage), the NUMERATOR of which is the
then outstanding principal amount of such class or tranche of Term Loans, as the
case may be, and the DENOMINATOR of which is equal to the then outstanding
principal amount of all Term Loans); (ii) to reduce the then remaining
installments of such Term Loans ratably based upon the then amounts of such
installments of such Term Loans; and (iii) subject to clauses (i) and (ii),
prepayments shall be applied FIRST to Base Rate Loans and SECOND, PRO RATA, to
Eurocurrency Loans, PROVIDED, that in the event the mandatory prepayment of any
class or tranche of Term Loans as a result of an asset sale or disposition by
any Foreign Subsidiary Borrower or any of its Subsidiaries would result in any
adverse tax

impact to the US Borrower or any other Foreign Subsidiary Borrower, the portion
allocable to the Term Loans of each affected Borrower shall instead be applied
to the Term Loans of the applicable Foreign Subsidiary Borrower. Amounts
prepaid on account of any of the Term Loans may not be reborrowed.

(e) Notwithstanding anything to the contrary in subsections 2.9(d) or
4.4, with respect to the amount of any mandatory prepayment described in
subsection 2.9 that is allocated to US Tranche B Term Loans (such amount, the
"US TRANCHE B PREPAYMENT AMOUNT"), at any time when US Tranche A Term Loans
remain outstanding, the relevant Borrower will, in lieu of applying such amount
to the prepayment of US Tranche B Term Loans, as provided in paragraph (d)
above, on the date specified in subsection 2.9 for such prepayment, give the
Administrative Agent telephonic notice (promptly confirmed in writing)
requesting that the Administrative Agent prepare and provide to each US Tranche
B Term Loan Lender a notice (each, a "PREPAYMENT OPTION NOTICE") as described
below. As promptly as practicable after receiving such notice from the relevant
Borrower, the Administrative Agent will send to each Tranche B Term Loan Lender
a Prepayment Option Notice, which shall be in the form of Exhibit R, and shall
include an offer by the relevant Borrower to prepay on the date (each a
"MANDATORY PREPAYMENT DATE") that is 10 Business Days after the date of the
Prepayment Option Notice, the relevant Term Loans of such Lender by an amount
equal to the portion of the Prepayment Amount indicated in such Lender's
Prepayment Option Notice as being applicable to such Lender's US Tranche B Term
Loans. On the Mandatory Prepayment Date, (i) the relevant Borrower shall pay to
the Administrative Agent the aggregate amount necessary to prepay that portion
of the outstanding relevant US Tranche B Term Loans in respect of which US
Tranche B Lenders have accepted prepayment as described above (such Lenders, the
"ACCEPTING LENDERS"), and such amount shall be applied to reduce the US Tranche
B Prepayment Amounts with respect to each Accepting Lender and (ii) the relevant
Borrower shall pay to the Administrative Agent an amount equal to the portion of
the US Tranche B Prepayment Amount not accepted by the Accepting Lenders, and
such amount shall be applied to the prepayment of the US Tranche A Term Loans.

(f) With respect to any Specified Borrower, if at any time the sum of
its Specified Revolving Credit Loans, Specified Swing Line Loans and Specified
Accommodation Outstandings exceeds the Specified Revolving Credit Commitments
(including at any time after any reduction of the Specified Revolving Credit
Commitments pursuant to subsection 2.4), the Specified Borrower shall make a
payment in the amount of such excess which payment shall be applied in the order
and in the manner set forth in subsection 2.4(b). To the extent that after
giving effect to any prepayment of the Specified Loans required by the preceding
sentence, the sum of the Specified Revolving Credit Loans, Specified Swing Line
Loans and Specified Accommodation Outstandings exceeds the Specified Revolving
Credit Commitments then in effect, the Specified Borrower shall, without notice
or demand, immediately cash collateralize the then outstanding Specified
Accommodation Obligations in an amount equal to such excess upon terms
reasonably satisfactory to the Specified Agent.

(g) If at any time the sum of the Equivalent Amount of the Revolving
Credit Loans, Swing Line Loans and Accommodation Outstandings exceeds the US
Revolving Credit Commitments (including at any time after any reduction of the
US Revolving Credit Commitments pursuant to subsection 2.4), the Borrowers shall
make a payment in the amount of such excess which payment shall be applied in
the order and in the manner set forth in subsection 2.4(b). To the extent that
after giving effect to any prepayment of the Loans required by the preceding
sentence, the sum of the Equivalent Amount of the Revolving Credit Loans, Swing
Line Loans and Accommodation Outstandings exceeds the Revolving Credit
Commitments then in effect, the Borrowers shall, without notice or demand,
immediately cash collateralize the then outstanding Accommodation Obligations in
an amount equal to such excess upon terms reasonably satisfactory to the
Specified Agent with respect to the relevant Accommodation Obligations.

(h) The provisions of this subsection 2.9 shall not be in derogation
of any other covenant or obligation of the US Borrower and its Subsidiaries
under the Loan Documents and shall not be construed as a waiver of, or a consent
to departure from, any such covenant or obligation.

(i) Notwithstanding the foregoing provisions of this subsection 2.9,
if at any time the mandatory prepayment of any Specified Term Loans pursuant to
this Agreement would result, after giving effect to the procedures set forth in
this Agreement, in the Specified Borrower incurring costs, under subsection 4.5,
4.6 or 4.7 as a result of Eurocurrency Loans ("AFFECTED EUROCURRENCY LOANS")
being prepaid other than on the last day of an Interest Period applicable
thereto, which costs are required to be paid pursuant to subsection 4.8, then
the Specified Borrower may, in its sole discretion, initially deposit a portion
(up to 100%) of the amounts that otherwise would have been paid in respect to
the Affected Eurocurrency Loans with the Specified Agent (which deposit must be
equal in amount to the amount of the Affected Eurocurrency Loans not immediately
prepaid) to be held as security for the obligations of the Specified Borrower to
make such mandatory prepayment pursuant to a cash collateral agreement to be
entered into in form and substance reasonably satisfactory to the Specified
Agent, with such cash collateral to be directly applied upon the first
occurrence (or occurrences) thereafter of the last day of an Interest Period
applicable to the relevant Specified Term Loan that is a Eurocurrency Loan (or
such earlier date or dates as shall be requested by the Specified Borrower), to
repay an aggregate principal amount of such Specified Term Loan equal to the
Affected Eurocurrency Loans not initially repaid pursuant to this sentence.

(j) Notwithstanding anything to the contrary contained herein,
nothing herein shall require any Foreign Subsidiary Borrower to make any payment
to any Lenders (other than its Specified Lenders), it being acknowledged that no
Foreign Subsidiary Borrower is in any way liable for any of the Domestic
Obligations or any Obligations of any other Foreign Subsidiary Borrower (other
than the English Borrower with respect to the Bank Guarantee Letters of Credit
and the English Term Loans to the extent assumed or guaranteed by it).

2.10 CONVERSION AND CONTINUATION OPTIONS. (a) Subject to the terms
and conditions hereof and to the extent available to it, any Specified Borrower
may elect from time to time to convert its Base Rate Loans to Eurocurrency Loans
by giving the Specified Agent at least three (3) Business Days' prior
irrevocable notice of such election; PROVIDED that at no time may any Specified
Borrower elect to convert any or all of its Specified Swing Line Loans from Base
Rate Loans to Eurocurrency Loans. Any such notice of conversion to Eurocurrency
Loans shall specify the length of the initial Interest Period or Interest
Periods therefor. Upon receipt of any such notice the Specified Agent shall
promptly notify each affected Specified Term Loan Lender or Specified Revolving
Credit Lender, as the case may be, thereof. All or any part of outstanding Base
Rate Loans may be converted as provided herein, PROVIDED that (i) no Base Rate
Loan may be converted into a Eurocurrency Loan when any Event of Default has
occurred and is continuing and the Specified Agent has or the Required Lenders
have determined that such a conversion is not appropriate and (ii) any such
conversion may only be made if, after giving effect thereto, subsection 2.11
shall not have been contravened.

(b) Any Eurocurrency Loans may be continued as such upon the
expiration of the then current Interest Period with respect thereto by the
Specified Borrower giving notice to the Specified Agent, in accordance with the
applicable provisions of the term "INTEREST PERIOD" set forth in subsection 1.1,
of the length of the next Interest Period to be applicable to such Loans,
PROVIDED that no Eurocurrency Loan may be continued as such (i) when any Event
of Default has occurred and is continuing and the Specified Agent has or the
Required Lenders have determined that such a continuation is not appropriate or
(ii) if, after giving effect thereto, subsection 2.11 would be contravened and
PROVIDED, FURTHER, that if the Specified Borrower shall fail to give any
required notice as described above in this paragraph or if such continuation is
not permitted pursuant to the preceding proviso, such Eurocurrency Loans shall
be automatically continued as Eurocurrency Loans on the last day of such then
expiring Interest Period with a new Interest Period of one (1) month.

(c) Subject to the terms and conditions hereof and to the extent
available to it, any Specified Borrower may elect from time to time to convert
its Eurocurrency Loans to Base Rate Loans, by giving the Specified Agent at
least two (2) Business Days' prior irrevocable notice of such election, PROVIDED
that, unless such Specified Borrower elects to pay to the Specified Agent for
the account of the Specified Lenders the amount of any breakage costs and other
Eurocurrency Loan related costs to be incurred by such Specified Borrower under
this Agreement with respect to the prepayment or conversion of such Eurocurrency
Loan prior to the end of an Interest Period, any such conversion of Eurocurrency
Loans may only be made on the last day of an Interest Period with respect
thereto.

(d) For greater certainty, the conversion of any Loan to another
basis of Loan, as provided in this subsection 2.10, shall not constitute a
repayment of amounts owing under the Specified Loans under this Agreement nor a
new advance of funds hereunder.

2.11 MINIMUM AMOUNTS OF TRANCHES. All borrowings, conversions and
continuations of Loans hereunder and all selections of Interest Periods
hereunder shall be in such amounts and be made pursuant to such elections so
that, after giving effect thereto, the aggregate principal amount of the Loans
comprising each Eurocurrency Tranche shall be in a minimum Equivalent Amount of
$1,000,000 and so that there shall not be more than 12 Eurocurrency Tranches at
any one time outstanding.

2.12 SWING LINE COMMITMENTS. (a) Subject to the terms and
conditions hereof, each Specified Swing Line Lender agrees to make Swing Line
Loans to the Specified Borrower from time to time during the Specified Revolving
Credit Commitment Period in an aggregate principal amount at any one time
outstanding not to exceed the Specified Swing Line Commitment of such Specified
Swing Line Lender, PROVIDED that at no time (i) may the sum of the Specified
Swing Line Loans, the Specified Revolving Credit Loans and Specified
Accommodation Outstandings exceed the Specified Revolving Credit Commitments,
(ii) may the aggregate of the Swing Line Loans, the Revolving Credit Loans and
the Accommodation Outstandings exceed the US Revolving Credit Commitments or
(iii) may the Equivalent Amount of the aggregate of the English Revolving Credit
Loans, the Accommodations issued by the English Issuing Lender for the account
of the English Borrower, the Swing Line Loans made to the English Borrower and
the Euro Revolving Credit Loans, in each case, then outstanding exceed
$25,000,000. During the Specified Revolving Credit Commitment Period, the
Specified Borrower may use the Specified Swing Line Commitment by borrowing,
prepaying the Specified Swing Line Loans in whole or in part, and reborrowing,
all in accordance with the terms and conditions hereof. All Specified Swing
Line Loans shall be Base Rate Loans. The Specified Borrower shall give the
Specified Swing Line Lender irrevocable notice (which notice must be received by
the Specified Swing Line Lender prior to 12:00 noon local time of the Specified
Swing Line Lender) on the requested Borrowing Date specifying the amount of the
requested Specified Swing Line Loan which shall be in an aggregate minimum
Equivalent Amount of $100,000. The proceeds of the Specified Swing Line Loan
will be made available by the Specified Swing Line Lender to the Specified
Borrower at the office of the Specified Swing Line Lender by 2:00 p.m. local
time on the Borrowing Date by crediting the account of the Specified Borrower at
such office with such proceeds. The Specified Borrower may at any time and from
time to time, prepay the Specified Swing Line Loans, in whole or in part,
without premium or penalty, by notifying the Specified Swing Line Lender prior
to 12:00 noon local time on any Business Day of the date and amount of
prepayment. If any such notice is given, the amount specified in such notice
shall be due and payable on the date specified therein. Partial prepayments
shall be in a minimum principal Equivalent Amount of $100,000.

(b) Any Specified Swing Line Lender, at any time in its sole and
absolute discretion may, on behalf of the Specified Borrower (which hereby
irrevocably directs the Specified Swing Line Lender to act on its behalf), and
without regard to the minimum amounts in subsection 2.2, request each Specified
Revolving Credit Lender including the Specified Swing Line Lender to make a
Specified Revolving Credit Loan in an amount equal to such Specified Lender's
Revolving Credit Commitment Percentage of the amount of the Specified Swing Line
Loans outstanding on the date such notice is

given (the "SPECIFIED REFUNDED SWING LINE LOANS"). Unless any of the events
described in paragraph (f) of Section 9 shall have occurred with respect to the
Specified Borrower (in which event the procedures of paragraph (d) of this
subsection 2.12 shall apply) each Specified Revolving Credit Lender shall make
the proceeds of its Specified Revolving Credit Loan available to the Specified
Agent for the account of the Specified Swing Line Lender at the office of the
Specified Agent specified in subsection 12.2 prior to 1:00 p.m. local time of a
Specified Agent in funds immediately available on the Business Day next
succeeding the date such notice is given. The proceeds of such Specified
Revolving Credit Loans shall be immediately applied to repay the Specified
Refunded Swing Line Loans. Effective on the day such Specified Revolving Credit
Loans are made, the portion of such Loans so paid shall no longer be outstanding
as Specified Swing Line Loans, shall no longer be due under any Specified Swing
Line Note and shall be Specified Revolving Credit Loans made by the Specified
Revolving Credit Lenders in accordance with their respective Specified Revolving
Credit Commitment Percentages. Each Specified Borrower authorizes the Specified
Swing Line Lender to charge its accounts with the Specified Agent (up to the
amount available in each such account) in order to immediately pay the amount of
such Specified Refunded Swing Line Loans to the extent amounts received from the
Specified Revolving Credit Lenders are not sufficient to repay in full such
Specified Refunded Swing Line Loans.

(c) Notwithstanding anything herein to the contrary, no Specified
Swing Line Lender shall be obligated to make any Specified Swing Line Loans if
the conditions set forth in subsection 6.2 have not been satisfied.

(d) If prior to the making of a Specified Revolving Credit Loan
pursuant to paragraph (b) of this subsection 2.12 one of the events described in
paragraph (f) of Section 9 shall have occurred and be continuing with respect to
the Specified Borrower, each Specified Revolving Credit Lender will, on the date
such Specified Revolving Credit Loan was to have been made pursuant to the
notice in subsection 2.12(b), purchase an undivided participating interest in
the Specified Refunded Swing Line Loan in an amount equal to (i) its Specified
Revolving Credit Commitment Percentage MULTIPLIED BY (ii) the Specified Refunded
Swing Line Loans. Each Specified Revolving Credit Lender will immediately
transfer to the Specified Swing Line Lender, in immediately available funds, the
amount of its participation, and upon receipt thereof the Specified Swing Line
Lender will deliver to such Specified Revolving Credit Lender a Specified Swing
Line Loan Participation Certificate dated the date of receipt of such funds and
in such amount.

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

(f) Each Specified Revolving Credit Lender's obligation to make the
Loans referred to in subsection 2.12(b) and to purchase participating interests
pursuant to subsection 2.12(d) shall be absolute and unconditional and shall not
be affected by any circumstance, including, without limitation, (i) any set-off,
counterclaim, recoupment, defense, or other right which such Specified Revolving
Credit Lender or the Specified Borrower may have against the Specified Swing
Line Lender, the Specified Borrower or any other Person for any reason
whatsoever; (ii) the occurrence or continuance of a Default or an Event of
Default; (iii) any adverse change in the condition (financial or otherwise) of
the Specified Borrower; (iv) any breach of this Agreement or any other Specified
Loan Document by the Specified Borrower, any Subsidiary or any other Specified
Lender; or (v) any other circumstance, happening or event whatsoever, whether or
not similar to any of the foregoing.

SECTION 3. ACCOMMODATIONS

3.1 THE ACCOMMODATION COMMITMENTS. (a) Subject to the terms and
conditions hereof, each Specified Issuing Lender, in reliance on the agreements
of the other Specified Revolving Credit Lenders set forth in subsection 3.4(a),
agrees to issue or accept Specified Accommodations for the account of the
related Specified Borrower on any Business Day during the Specified Revolving
Credit Commitment Period in such form as may be approved from time to time by
the Specified Issuing Lender; PROVIDED, that, no Specified Issuing Lender shall
issue or accept any Specified Accommodation if, after giving effect to such
issuance, (i) the Specified Accommodation Outstandings would exceed the
Specified Issuing Lender's Accommodation Commitment, (ii) the sum of the
Specified Revolving Credit Loans, Specified Swing Line Loans, and Specified
Accommodation Outstandings of the Specified Revolving Credit Lenders would
exceed the Specified Revolving Credit Commitments of the Specified Revolving
Credit Lenders, (iii) the aggregate of the Swing Line Loans, the Revolving
Credit Loans and the Accommodation Outstandings would exceed the US Revolving
Credit Commitments or (iv) the Equivalent Amount of the aggregate of the English
Revolving Credit Loans, the Accommodations issued by the English Issuing Lender
for the account of the English Borrower, the Swing Line Loans made to the
English Borrower and the Euro Revolving Credit Loans, in each case, then
outstanding would exceed $25,000,000. Notwithstanding the foregoing, the letter
of credit described on Schedule 3.1 shall, from and after the Closing Date, be
deemed to be a US Letter of Credit issued pursuant to this Section 3.1(a) with
the Lender listed on such schedule being deemed to be the US Issuing Lender in
respect of such US Letter of Credit. Each Specified Accommodation shall (i) be
(w) the Bank Guarantee Letters of Credit, (x) a Standby L/C, (y) a Trade L/C or
(z) a bankers' acceptance, to the extent included in the Specified Accommodation
Commitment and (ii) expire or mature no later than five (5) Business Days prior
to the Scheduled Revolving Credit Commitment Termination Date. No Accommodation
(other than the Bank Guarantee Letters of Credit) shall have an expiry or
maturity date more than one year after its date of issuance or creation;
PROVIDED, that, any Specified Letter of Credit (other than the Bank Guarantee
Letters of Credit) may provide for the renewal thereof for additional periods
not to exceed one (1) year (which shall in no event extend beyond the Scheduled
Revolving Credit Commitment Termination Date). Each Specified Accommodation
shall be denominated in the currency of the Specified Revolving Credit
Commitment.

(b) Each Specified Letter of Credit shall be subject to the Uniform
Customs and, to the extent not inconsistent therewith, the laws of the
jurisdiction of the Specified Issuing Lender's office.

(c) No Specified Issuing Lender shall at any time be obligated to
issue or accept any Specified Accommodation hereunder if such issuance would
conflict with, or cause the Specified Issuing Lender or any Specified
Participating Lender to exceed any limits imposed by, any applicable Requirement
of Law.

3.2 PROCEDURE FOR ISSUANCE OF SPECIFIED ACCOMMODATIONS. Any
Specified Borrower may from time to time request that the Specified Issuing
Lender issue or accept a Specified Accommodation by delivering to the Specified
Issuing Lender and the Specified Agent at their respective address for notices
specified herein a draft of the Specified Accommodation to be accepted by the
Specified Issuing Lender, or a commercial letter of credit application in the
Issuing Lender's then customary form (a "TRADE L/C APPLICATION"), or a standby
letter of credit application in the Specified Issuing Lender's then customary
form (a "STANDBY L/C APPLICATION"), completed to the reasonable satisfaction of
the Specified Issuing Lender, and such other certificates, documents and other
papers and information as may be customary for Accommodations of the kind being
requested and as the Specified Issuing Lender may reasonably request. Upon
receipt of any Letter of Credit Application and appropriate documentation, the
Specified Issuing Lender will process such documents, certificates and other
papers and information delivered to it in connection therewith in accordance
with its customary procedures and, upon receipt by the Specified Issuing Lender
of confirmation from the Specified Agent

that issuance of such Specified Accommodation will not contravene subsection
3.1, the Specified Issuing Lender shall promptly issue or accept the Specified
Accommodation requested thereby (but in no event shall the Specified Issuing
Lender be required to issue or accept any Specified Letter of Credit earlier
than three (3) Business Days (or such earlier date as the Specified Issuing
Lender may approve) after its receipt of the appropriate documentation therefor
and all such other certificates, documents and other papers and information
relating thereto) by issuing the original of such Specified Letter of Credit to
the beneficiary thereof or as otherwise may be agreed by the Specified Issuing
Lender and the Specified Borrower or delivering the accepted draft to the
Specified Borrower (or as directed by it). The Specified Issuing Lender shall
furnish a copy of such Specified Letter of Credit to the Specified Borrower and
the Specified Agent promptly following the issuance thereof. Each Specified
Agent shall provide a notice of the aggregate amount of Specified Accommodation
Outstandings periodically, but at least annually, to the Specified Lenders.

3.3 FEES, COMMISSIONS AND OTHER CHARGES. (a) Each Specified
Borrower shall pay to the Specified Agent, for the account of the Specified
Issuing Lender and the Specified Participating Lenders, a letter of credit
commission or acceptance fee, as applicable, with respect to each Specified
Accommodation, in an amount equal to the Applicable Margin applicable to
Specified Revolving Credit Loans bearing interest at the Eurocurrency Rate plus
1/4 of 1% per annum of the average daily face amount of such Specified
Accommodation, payable quarterly in arrears on the last day of each March, June,
September and December and on the Specified Revolving Credit Commitment
Termination Date. A portion of such commission or fee, as applicable, equal to
1/4 of 1% of the average daily face amount of such Specified Accommodation shall
be payable to the Specified Issuing Lender for its own account, and the
remaining portion of such commission shall be payable to the Specified Issuing
Lender and the Specified Participating Lenders to be shared ratably among them
in accordance with their respective Specified Revolving Credit Commitment
Percentages. Such commission and fee shall be nonrefundable.

(b) In addition to the foregoing fees and commissions, each Specified
Borrower shall pay or reimburse the Specified Issuing Lender for such normal and
customary costs and expenses as are incurred or charged by such Specified
Issuing Lender in issuing, effecting payment under, amending or otherwise
administering any Specified Accommodation.

(c) The Specified Agent shall, promptly following its receipt
thereof, distribute to the Specified Issuing Lender and the Specified
Participating Lenders all fees and commissions received by the Specified Agent
for their respective accounts pursuant to this subsection.

3.4 ACCOMMODATION PARTICIPATIONS. (a) Effective on the date of
issuance or acceptance of each Specified Accommodation (or, in the case of the
Bank Guarantee Letters of Credit, the Closing Date), the Specified Issuing
Lender irrevocably agrees to grant and hereby grants to each Specified
Participating Lender, and each Specified Participating Lender irrevocably agrees
to accept and purchase and hereby accepts and purchases from the Specified
Issuing Lender, on the terms and conditions hereinafter stated, for such
Specified Participating Lender's own account and risk an undivided interest
equal to such Specified Participating Lender's Specified Revolving Credit
Commitment Percentage in the Specified Issuing Lender's obligations and rights
under each Specified Accommodation issued by such Specified Issuing Lender and
the amount of each draft paid by the Specified Issuing Lender thereunder. Each
Specified Participating Lender unconditionally and irrevocably agrees with the
Specified Issuing Lender that, if a draft is paid under any Specified
Accommodation (including a draft drawn by the Guarantor under the Bank Guarantee
Loan Note Letter of Credit) for which such Specified Issuing Lender is not
reimbursed in full by the Specified Borrower in accordance with the terms of
this Agreement, such Specified Participating Lender shall pay to the Specified
Agent, for the account of the Specified Issuing Lender, upon demand at the
Specified Agent's address specified in subsection 12.2, an amount equal to such
Specified Participating Lender's Specified Revolving Credit Commitment
Percentage of the amount of such draft, or any part thereof, which is not so
reimbursed. On the date that any Specified Assignee becomes a Specified
Revolving Credit Lender party to this Agreement in

accordance with subsection 12.6, participating interests in any outstanding
Specified Accommodation held by the transferor Specified Revolving Credit Lender
from which such Assignee acquired its interest hereunder shall be
proportionately reallotted between such Specified Assignee and such transferor
Specified Revolving Credit Lender. Each Specified Participating Lender hereby
agrees that its obligation to participate in each Specified Accommodation, and
to pay or to reimburse the Specified Issuing Lender for its participating share
of the drafts drawn or amounts otherwise paid thereunder, is absolute,
irrevocable and unconditional and shall not be affected by any circumstances
whatsoever (including, without limitation, the occurrence or continuance of any
Default or Event of Default), and that each such payment shall be made without
offset, abatement, withholding or other reduction whatsoever.

(b) If any amount required to be paid by any Specified Participating
Lender to the Specified Issuing Lender pursuant to subsection 3.4(a) in respect
of any unreimbursed portion of any draft paid by the Specified Issuing Lender
under any Specified Letter of Credit is paid to the Specified Issuing Lender
after the date such payment is due, such Specified Participating Lender shall
pay to the Specified Agent, for the account of the Specified Issuing Lender, on
demand, an amount equal to the product of (i) such amount, multiplied by (ii)
the daily average Base Rate (or if there is no Base Rate available, daily
Eurocurrency Rate) for the Specified Borrower during the period from and
including the date such payment is required to the date on which such payment is
immediately available to the Specified Issuing Lender, multiplied by (iii) a
fraction the numerator of which is the number of days that elapse during such
period and the denominator of which is 360 for Eurocurrency Loans, or 365 or 366
for Base Rate Loans, as applicable. A certificate of the Specified Issuing
Lender submitted to any Specified Participating Lender with respect to any
amounts owing under this subsection shall be conclusive in the absence of
manifest error.

(c) Whenever, at any time after any Specified Issuing Lender has paid
a draft under any Specified Accommodation and has received from any Specified
Participating Lender its PRO RATA share of such payment in accordance with
subsection 3.4(a), such Specified Issuing Lender receives any reimbursement on
account of such unreimbursed portion, or any payment of interest on account
thereof, the Specified Issuing Lender will pay to the Specified Agent, for the
account of such Specified Participating Lender, its PRO RATA share thereof;
PROVIDED, HOWEVER, that in the event that any such payment received by the
Specified Issuing Lender shall be required to be returned by the Specified
Issuing Lender, such Specified Participating Lender shall return to the
Specified Agent for the account of the Specified Issuing Lender, the portion
thereof previously distributed to it.

3.5 REIMBURSEMENT OBLIGATION OF THE SPECIFIED BORROWER. Each
Specified Borrower agrees to reimburse its Specified Issuing Lender on each date
on which such Specified Issuing Lender notifies such Specified Borrower of the
date and amount of a draft presented under any Specified Accommodation and paid
by the Specified Issuing Lender for the amount of (a) such draft so paid and (b)
any taxes, fees, charges or other costs or expenses incurred by the Specified
Issuing Lender in connection with such payment. Each such payment shall be made
to the Specified Issuing Lender at its address for notices specified herein in
lawful money of the currency in which such Specified Accommodation is issued and
in immediately available funds. Interest shall be payable on any and all
amounts remaining unpaid by the Specified Borrower under this subsection from
the date such amounts become payable until payment in full, at the rate which
would be payable on Specified Revolving Credit Loans which are Base Rate Loans,
denominated in the same currency as the relevant Specified Accommodation (or, if
there is no Base Rate available, daily Eurocurrency Rate).

3.6 OBLIGATIONS ABSOLUTE. Each Specified Borrower's obligations
under this Section 3 shall be absolute and unconditional under any and all
circumstances and irrespective of any set-off, counterclaim or defense to
payment which such Specified Borrower or any other Person may have or have had
against its Specified Issuing Lender or any beneficiary of a Specified
Accommodation. Each Specified Borrower also agrees with its Specified Issuing
Lender that such Specified Issuing Lender shall not be responsible for, and such
Specified Borrower's obligations under subsection 3.5 shall not be

affected by, among other things, the enforceability, validity or genuineness of
documents or of any endorsements thereon, even though such documents shall in
fact prove to be unenforceable, invalid, fraudulent or forged, or any dispute
between or among the Specified Borrower and any beneficiary of any Specified
Accommodation or any other party to which such Specified Accommodation may be
transferred or any claims whatsoever of the Specified Borrower against any
beneficiary of such Specified Accommodation or any such transferee, except for
errors or omissions caused by the Specified Issuing Lender's gross negligence or
wilful misconduct. The Specified Issuing Lender shall not be liable for any
error, omission, interruption or delay in transmission, dispatch or delivery of
any message or advice, however transmitted, in connection with any Specified
Accommodation, except for errors or omissions caused by the Specified Issuing
Lender's gross negligence or wilful misconduct. The Specified Borrower agrees
that any action taken or omitted by the Specified Issuing Lender under or in
connection with any Specified Accommodation or the related drafts or documents,
if done in the absence of gross negligence or wilful misconduct and in
accordance with the standards of care specified in the Uniform Commercial Code
of the State of New York, including, without limitation, Article V thereof or
the standards of care specified in the laws of the jurisdiction of the Specified
Issuing Lender's issuing office, as applicable, shall be binding on the
Specified Borrower and shall not result in any liability of such Specified
Issuing Lender to the Specified Borrower.

3.7 ACCOMMODATION PAYMENTS. If any draft shall be presented for
payment under any Specified Accommodation, the Specified Issuing Lender shall
promptly notify the Specified Borrower and the Specified Agent of the date and
amount thereof. The responsibility of the Specified Issuing Lender to the
Specified Borrower in connection with any draft presented for payment under any
Specified Accommodation shall, in addition to any payment obligation expressly
provided for in such Specified Accommodation, be limited to determining that the
documents (including each draft) delivered under such Specified Accommodation in
connection with such presentment are in conformity with such Specified
Accommodation.

3.8 LETTER OF CREDIT APPLICATIONS. To the extent that any provision
of any Specified Letter of Credit Application, including any reimbursement
provisions contained therein, related to any Specified Letter of Credit is
inconsistent with the provisions of this Section 3, the provisions of this
Section 3 shall prevail.

SECTION 4. GENERAL PROVISIONS

4.1 INTEREST RATES AND PAYMENT DATES. (a) Each Eurocurrency Loan
shall bear interest for each day during each Interest Period with respect
thereto at a rate per annum equal to the Eurocurrency Rate determined for such
day plus the Applicable Margin.

(b) Each Base Rate Loan shall bear interest at a rate per annum equal
to the Specified Base Rate plus the Applicable Margin.

(c) Upon the occurrence and during the continuance of any Event of
Default specified in subsection 9(a), the Specified Loans and any overdue
amounts hereunder shall bear interest at a rate per annum which is (x) in the
case of the Specified Loans, the rate that would otherwise be applicable thereto
pursuant to the foregoing provisions of this subsection plus 2% per annum or (y)
in the case of overdue interest, commitment fee or other amount, the rate
described in paragraph (b) (or, if no Base Rate is available, paragraph (a) for
Interest Periods of one day) of this subsection 4.1 plus 2% per annum.

(d) Interest shall be payable in arrears on each Interest Payment
Date, PROVIDED that interest accruing pursuant to paragraph (c) of this
subsection shall be payable from time to time on demand.

4.2 COMPUTATION OF INTEREST AND FEES. (a) Unless otherwise
indicated in the Administrative Schedule, interest on Loans, fees, interest on
overdue interest, and other amounts payable hereunder shall be calculated, on
the basis of a 365-or 366-day year, in each case, for the actual days elapsed.
The Specified Agent shall as soon as practicable notify the Specified Borrower
and the Specified Revolving Credit Lenders or the Specified Term Loan Lenders,
as the case may be, of each determination of a Eurocurrency Rate. Any change in
the interest rate on a Specified Loan resulting from a change in the Specified
Base Rate or the Specified Eurocurrency Rate shall become effective as of the
opening of business on the day on which such change becomes effective. The
Specified Agent shall as soon as practicable notify the Specified Borrower and
the Specified Revolving Credit Lenders or the Specified Term Loan Lenders, as
the case may be, of the effective date and the amount of each such change in
interest rate.

(b) Each determination of an interest rate by a Specified Agent
pursuant to any provision of this Agreement shall be conclusive and binding on
the Specified Borrower and the Specified Lenders and the other parties hereto in
the absence of manifest error. The Specified Agent shall, at the request of the
Specified Borrower, deliver to the Specified Borrower a statement showing the
quotations used by the Specified Agent in determining any interest rate pursuant
to subsection 4.1(a) or (b).

(c) If any provision of any Loan Document would oblige any Borrower
to make any payment of interest or other amount payable to any Lender in an
amount or calculated at a rate which would be prohibited by law or would result
in a receipt by that Lender of interest at such prohibited rate (as such terms
are construed under the applicable Requirement of Law), then notwithstanding
such provision, such amount or rate shall be deemed to have been adjusted with
retroactive effect to the maximum amount or rate of interest, as the case may
be, as would not be so prohibited by law or so result in a receipt by that
Lender of interest at a criminal rate, such adjustment to be effected, to the
extent necessary, as follows:

(i) firstly, by reducing the amount or rate of interest required
to be paid to the affected Lender under subsection 4.1; and

(ii) thereafter, by reducing any fees, commissions, premiums and
other amounts required to be paid to the affected Lender which would
constitute interest for purposes of any applicable Requirement of Law.

4.3 INABILITY TO DETERMINE INTEREST RATE. If prior to the first day
of any Interest Period:

(a) the Specified Agent shall have determined (which determination,
absent manifest error, shall be conclusive and binding upon the Specified
Borrower) that, by reason of circumstances affecting the relevant market,
adequate and reasonable means do not exist for ascertaining the Specified
Eurocurrency Rate for such Interest Period, or

(b) the Specified Agent shall have received notice from holders of a
majority of the Specified Loans subject to such Interest Period that the
Specified Eurocurrency Rate determined or to be determined for such
Interest Period will not adequately and fairly reflect the cost to such
Specified Lenders (as conclusively certified by such Specified Lenders) of
making or maintaining their affected Specified Loans during such Interest
Period,

the Specified Agent shall give telecopy or telephonic notice thereof to the
Specified Borrower and the Specified Lenders as soon as practicable thereafter.
If such notice is given (x) any Specified Eurocurrency Loans requested to be
made on the first day of such Interest Period shall be made as Base Rate Loans,
(y) any Specified Loans that were to have been converted on the first day of
such Interest Period to Eurocurrency Loans shall be converted to or continued as
Base Rate Loans and (z) any

outstanding Specified Eurocurrency Loans shall be converted, on the last day of
the Interest Periods therefor, to Base Rate Loans. Until such notice has been
withdrawn by the Specified Agent (which the Specified Agent agrees to do when
the circumstances that prompted the delivery of such notice no longer exist), no
further Eurocurrency Loans shall be made or continued as such, nor shall the
Specified Borrower have the right to convert such Specified Loans to
Eurocurrency Loans. Notwithstanding the foregoing, until such notice has been
withdrawn by the Specified Agent (which the Specified Agent agrees to do when
the circumstances that prompted the delivery of such notice no longer exist), if
a Base Rate is not available to the Specified Borrower, any Specified Loans or
Specified Obligations or other amounts due hereunder not subject to an Interest
Period determined prior to such notice shall bear interest at a rate determined
from time to time by the Specified Agent to be its cost of maintaining its share
of such Specified Loans, Specified Obligations or other amounts plus the
Applicable Margin and any overdue percentage (to the extent chargeable at such
time) pursuant to subsection 4.1(c).

4.4 PRO RATA TREATMENT AND PAYMENTS. (a) Each borrowing, conversion
or continuation pursuant to subsection 2.10, of Specified Loans (other than
Specified Swing Line Loans) by a Specified Borrower from the Specified Lenders
and any reduction of the Specified Commitments of the Specified Lenders
hereunder shall be made PRO RATA according to the respective principal amounts
of such Specified Loans held by the Specified Lenders or the respective
Specified Commitments of the Specified Lenders, as the case may be.

(b) Whenever (i) any payment received by a Specified Agent under this
Agreement or any Specified Note or (ii) any other amounts received by such
Specified Agent for or on behalf of the Specified Borrower (including, without
limitation, proceeds of collateral or payments under any guarantee) is
insufficient to pay in full all amounts then due and payable to such Specified
Agent and the Specified Lenders under this Agreement and any Specified Note and
the other Loan Documents, such payment shall be distributed by the Specified
Agent and applied by the Specified Agent and the Specified Lenders in the
following order: FIRST, to the payment of fees and expenses due and payable to
the Specified Agent under and in connection with this Agreement and the other
Specified Loan Documents; SECOND, to the payment of all expenses due and payable
under subsection 12.5, ratably among the Specified Agent and the Specified
Lenders in accordance with the aggregate amount of such payments owed to the
Specified Agent and each such Specified Lenders; THIRD, to the payment of fees
due and payable under subsections 2.3 and 3.3(a) (which, in the case of the
Specified Lenders, shall be distributed ratably among such Lenders in accordance
with the Specified Revolving Credit Commitment Percentage of each such Lender
and, in the case of the Specified Issuing Lender, the amount retained by such
Specified Issuing Lender for its own account pursuant to subsection 3.3(a)) and
to the payment of interest then due and payable under the Specified Loans,
ratably in accordance with the aggregate amount of interest and fees owed to
each such Specified Lender; FOURTH, to the payment of the principal amount of
the Specified Loans and the Specified Accommodation Obligations (including any
amounts required to be cash collateralized) then due and payable and, in the
case of proceeds of collateral or payments under any guarantee, to the payment
of any other Obligations to any Secured Party Lender not covered in First
through Third above ratably secured by such collateral or ratably guaranteed
under any such guarantee, ratably among the Secured Parties Lenders in
accordance with the aggregate principal amount and, in the case of proceeds of
collateral or payments under any guarantee, the obligations secured or
guaranteed thereby owed to each such Specified Lender.

(c) If any Specified Revolving Credit Lender (a "NON-FUNDING LENDER")
has (x) failed to make a Specified Revolving Credit Loan required to be made by
it hereunder, and the Specified Agent has determined that such Specified Lender
is not likely to make such Specified Loan or (y) given notice to the Specified
Borrower or the Specified Agent that it will not make, or that it has
disaffirmed or repudiated any obligation to make, any Specified Loans, any
payment made on account of the principal of the Specified Loans outstanding
shall be made as follows:

(i) in the case of any such payment made on any date when and to the
extent that, in the determination of the Specified Agent, the Specified
Borrower would be able, under the terms and conditions hereof, to reborrow
the amount of such payment under the Specified Commitments and to satisfy
any applicable conditions precedent set forth in subsection 6.2 to such
reborrowing, such payment shall be made on account of the outstanding
Specified Revolving Credit Loans held by the Specified Lenders other than
the Non-Funding Lender PRO RATA according to the outstanding principal
amounts of the Specified Revolving Credit Loans of such Specified Lenders;

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

(iii) any payment made on account of interest on the Specified
Revolving Credit Loans shall be made PRO RATA according to the respective
amounts of accrued and unpaid interest due and payable on such Loans with
respect to which such payment is being made.

The Specified Borrower agrees to give the Specified Agent such assistance in
making any determination pursuant to this paragraph as the Specified Agent may
reasonably request. Any such determination by the Specified Agent shall be
conclusive and binding on the Specified Lenders.

(d) All payments (including prepayments) to be made by a Specified
Borrower on account of principal, interest and fees shall be made without
set-off or counterclaim and shall be made to its Specified Agent, for the
account of the Specified Lenders at the Specified Agent's office listed in
subsection 12.2 or in the Administrative Schedule, in the currency in which such
amounts are denominated and in immediately available funds. The Specified Agent
shall promptly distribute such payments in accordance with the provisions of
subsections 4.4(b) and (c) promptly upon receipt in like funds as received. If
any payment hereunder (other than payments on the Eurocurrency Loans) would
become due and payable on a day other than a Business Day, such payment shall
become due and payable on the next succeeding Business Day and, with respect to
payments of principal, interest thereon shall be payable at the applicable rate
during such extension. If any payment on a Eurocurrency Loan becomes due and
payable on a day other than a Business Day, the maturity thereof shall be
extended to the next succeeding Business Day (and with respect to payments of
principal, interest thereon shall be payable at the then applicable rate during
such extension), unless the result of such extension would be to extend such
payment into another calendar month in which event such payment shall be made on
the immediately preceding Business Day.

(e) A payment shall be deemed to have been made by the Specified
Agent on the date on which it is required to be made under this Agreement if the
Specified Agent has, on or before that date, taken all relevant steps to make
that payment. With respect to the payment of any amount denominated in euro,
the Euro Agent shall not be liable to the Euro Borrower or any of the Euro
Lenders in any way whatsoever for any delay, or the consequences of any delay,
in the crediting to any account of any amount required by this Agreement to be
paid by the Specified Agent if the Specified Agent shall have taken all relevant
steps to achieve, on the date required by this Agreement, the payment of such
amount in immediately available, freely transferable, cleared funds in the euro
unit to the account with the bank in the principal financial center in the
Participating Member State which the Euro Borrower or, as the case may be, any
Euro Lender shall have specified for such purpose. In this paragraph (e), "all
relevant steps" means all such steps as may be prescribed from time to time by
the regulations or operating procedures of such clearing or settlement system as
the Euro Agent may from time to time determine for the purpose of clearing or
settling payments of euro.

(f) Unless the Specified Agent shall have been notified in writing by
any Lender prior to a Borrowing Date that such Specified Lender will not make
the amount that would constitute its relevant Ratable Portion of the Specified
Loans on such date available to the Specified Agent, the Specified Agent may
assume that such Specified Lender has made such amount available to the
Specified Agent on such Borrowing Date, and the Specified Agent may, in reliance
upon such assumption, make available to the Specified Borrower a corresponding
amount. If such amount is made available to the Specified Agent on a date after
such Borrowing Date, such Specified Lender shall pay to the Specified Agent on
demand an amount equal to the product of (i) the daily average Base Rate (or, if
a Base Rate is not available to such Specified Borrower, a Eurocurrency Rate
with an Interest Period of one day) during such period, times (ii) the amount of
such Specified Lender's relevant Ratable Portion of such Specified Loans, times
(iii) a fraction the numerator of which is the number of days that elapse from
and including such Borrowing Date to the date on which such Specified Lender's
relevant Ratable Portion of such Specified Loans shall have become immediately
available to the Specified Agent and the denominator of which is 365/366 or 360,
as applicable. A certificate of the Specified Agent submitted to any Specified
Lender with respect to any amounts owing under this subsection shall be
conclusive in the absence of manifest error. If such Specified Lender's
relevant Ratable Portion of such Specified Loans is not in fact made available
to the Specified Agent by such Specified Lender within three (3) Business Days
of such Borrowing Date, the Specified Agent shall be entitled to recover such
amount with interest thereon at the rate per annum applicable to Base Rate Loans
denominated in the relevant currency (or, if a Base Rate is not available to the
Specified Borrower, a Eurocurrency Rate with an Interest Period of one day), on
demand, from the Specified Borrower. The failure of any Specified Lender to
make any Specified Loan to be made by it shall not relieve any other Specified
Lender of its obligation, if any, hereunder to make its Specified Loan on such
Borrowing Date, but no Specified Lender shall be responsible for the failure of
any other Specified Lender to make the Specified Loan to be made by such other
Specified Lender on such Borrowing Date.

(g) Any amount payable by the Specified Agent to the Specified
Lenders under this Agreement in the currency of a Participating Member State
shall be paid in the euro unit.

(h) If, in relation to the currency of any Subsequent Participant,
the basis of accrual of interest or fees expressed in this Agreement with
respect to such currency shall be inconsistent with any convention or practice
in the London Interbank Market for the basis of accrual of interest or fees in
respect of the euro, such convention or practice shall replace such expressed
basis effective as of and from the date on which such Subsequent Participant
becomes a Participating Member State; PROVIDED, that if any Loan in the currency
of such Subsequent Participant is outstanding immediately prior to such date,
such replacement shall take effect, with respect to such Loan, at the end of the
then current Interest Period.

(i) Without prejudice and in addition to any method of conversion or
rounding prescribed by any EMU Legislation and (i) without prejudice to the
respective liabilities for indebtedness of the Specified Borrowers to the
Specified Lenders and the Specified Lenders to the Specified Borrowers under or
pursuant to this Agreement and (ii) without increasing the Specified Revolving
Credit Commitment of any Specified Lender:

(i) the Revolving Credit Commitments and each reference in this
Agreement to a minimum amount (or an integral multiple thereof) in a
national currency denomination of a Subsequent Participant to be paid
to or by the Specified Agent shall, immediately upon such Subsequent
Participant becoming a Participating Member State, be replaced by a
reference to such reasonably comparable and convenient amount (or an
integral multiple thereof) in the euro unit as the Specified Agent may
from time to time specify; and

(ii) except as expressly provided in this subsection 4.4, each
provision of this Agreement shall be subject to such reasonable
changes of construction as the Specified Agent may from time to time
specify to be necessary or appropriate to reflect the adoption of the
euro in any Participating Member State and any relevant market
conventions or practices relating to the euro.

4.5 ILLEGALITY. Notwithstanding any other provision herein, if the
adoption of or any change in any Requirement of Law or in the interpretation or
application thereof shall make it unlawful for any Specified Lender to make or
maintain Eurocurrency Loans as contemplated by this Agreement, (a) the
commitment of such Specified Lender hereunder to make Eurocurrency Loans,
continue Eurocurrency Loans as such, and convert Base Rate Loans to Eurocurrency
Loans, as applicable, shall forthwith be cancelled and (b) such Specified
Lender's Loans then outstanding as Eurocurrency Loans, if any, shall be
converted automatically to Specified Base Rate Loans on the respective last days
of the then current Interest Periods with respect to such Specified Loans or
within such earlier period as required by law; PROVIDED that before making any
such demand, each Specified Lender agrees to use reasonable efforts (consistent
with its internal policy and legal and regulatory restrictions and so long as
such efforts would not be disadvantageous to it, in its reasonable discretion,
in any legal, economic or regulatory manner) to designate a different lending
office if the making of such a designation would allow the Specified Lender or
its lending office to continue to perform its obligations to make Eurocurrency
Loans. If any such conversion of a Eurocurrency Loan occurs on a day which is
not the last day of the then current Interest Period with respect thereto, the
Specified Borrower shall pay to such Specified Lender such amounts, if any, as
may be required pursuant to subsection 4.8. If circumstances subsequently
change so that any affected Lender shall determine that it is no longer so
affected, such Specified Lender will promptly notify the Specified Borrower and
the Specified Agent, and upon receipt of such notice, the obligations of such
Specified Lender to make or continue Eurocurrency Loans or to convert Base Rate
Loans into Eurocurrency Loans, as applicable, shall be reinstated.
Notwithstanding the foregoing, until such notice has been withdrawn by the
Specified Lender (which the Specified Lender agrees to do when the circumstances
that prompted the delivery of such notice no longer exist), if a Base Rate is
not available to the Specified Borrower, any Specified Loans or Specified
Obligations or other amounts due hereunder not subject to an Interest Period
determined prior to such notice shall bear interest at a rate determined from
time to time by the Specified Lender to be its cost of maintaining its share of
such Specified Loans, specified Obligations or other amounts plus the Applicable
Margin and any applicable overdue percentage pursuant to subsection 4.1(c).

4.6 REQUIREMENTS OF LAW. (a) If the adoption of or any change in
any Requirement of Law or in the interpretation or application thereof or
compliance by any Specified Lender with any request or directive (whether or not
having the force of law) from any central bank or other Governmental Authority
made subsequent to the date hereof:

(i) shall subject any Specified Lender to any tax of any kind
whatsoever with respect to this Agreement, any Specified Eurocurrency Loan,
any Specified Note, any Specified Accommodation, Letter of Credit
Application, or change the basis of taxation of payments to such Specified
Lender in respect thereof (except for taxes covered by subsection 4.7 and
the establishment of a tax based on the net income of such Specified Lender
or changes in the rate of tax on the net income of such Specified Lender);

(ii) shall impose, modify or hold applicable any reserve, special
deposit, compulsory loan or similar requirement against assets held by,
deposits or other liabilities in or for the account of, advances, loans or
other extensions of credit (including, without limitation, letters of
credit or bankers acceptances) by, or any other acquisition of funds by,
any office of such Lender; or

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

and the result of any of the foregoing is to increase the cost to such Specified
Lender, by an amount which such Specified Lender reasonably deems to be
material, of making, converting into, continuing or maintaining Eurocurrency
Loans or to increase the cost to such Specified Lender, by an amount which such
Specified Lender reasonably deems to be material, of issuing or maintaining any
Specified Accommodation or participation therein or to reduce any amount
receivable hereunder in respect thereof, then, in any such case, the Specified
Borrower shall promptly pay such Specified Lender, upon its written demand and
presentation of supporting calculations and any reasonably available supporting
documentation, any additional amounts necessary to compensate such Specified
Lender for such increased cost or reduced amount receivable, PROVIDED, in
respect of Accommodations and Eurocurrency Loans, that before making any such
demand, each Specified Lender agrees to use reasonable efforts (consistent with
its internal policy and legal and regulatory restrictions and so long as such
efforts would not be disadvantageous to it, in its reasonable discretion, in any
legal, economic or regulatory manner) to designate a different Accommodation
lending office or a different Eurocurrency lending office, as the case may be,
if the making of such designation would allow the Specified Lender, its
Eurocurrency Loan lending office, or its Accommodation lending office, as the
case may be, to continue to perform its obligations to make Accommodations or
Eurocurrency Loans, as applicable, or to continue to fund or maintain
Accommodations or Eurocurrency Loans, as applicable, and avoid the need for, or
materially reduce the amount of, such increased cost. If any Specified Lender
becomes entitled to claim any additional amounts pursuant to this subsection, it
shall promptly notify (in any event no later than ninety (90) days after such
Specified Lender becomes entitled to make such claim) the Specified Borrower in
writing, through the Specified Agent, of the event by reason of which it has
become so entitled. Such demand shall be accompanied by a statement summarizing
the basis for the additional amounts payable under this subsection including
reasonably detailed calculations of such additional amounts. Such statement
submitted by such Specified Lender, through the Specified Agent, to the
Specified Borrower shall be conclusive in the absence of manifest error. If the
Specified Borrower so notifies the Specified Agent within five (5) Business Days
after any Specified Lender notifies the Specified Borrower of any increased cost
pursuant to the foregoing provisions of this subsection 4.6, the Specified
Borrower may convert all Eurocurrency Loans of such Specified Lender then
outstanding into Base Rate Loans if a Base Rate option is available in
accordance with subsection 2.10 and, additionally, reimburse such Specified
Lender for any cost in accordance with subsection 4.8. This covenant shall
survive the termination of this Agreement and the payment of the Specified Loans
and all other amounts payable hereunder.

(b) If any Specified Lender shall have determined that the adoption
of or any change in any Requirement of Law regarding capital adequacy or in the
interpretation or application thereof or compliance by such Specified Lender or
any corporation controlling such Specified Lender with any request or directive
regarding capital adequacy (whether or not having the force of law) from any
Governmental Authority made subsequent to the date hereof does or shall have the
effect of reducing the rate of return on such Specified Lender's or such
corporation's capital as a consequence of its obligations hereunder or under any
Specified Accommodation to a level below that which such Specified Lender or
such corporation could have achieved but for such change or compliance (taking
into consideration such Specified Lender's or such corporation's policies with
respect to capital adequacy) by an amount reasonably deemed by such Specified
Lender to be material, then from time to time, after submission by such
Specified Lender to the Specified Borrower (with a copy to the Specified Agent)
of a prompt written request therefor and presentation of supporting calculations
and any reasonably available supporting documentation, the Specified Borrower
shall pay to such Specified Lender such additional amount or amounts as will
compensate such Specified Lender for such reduction. This covenant shall
survive the termination of this Agreement and the payment of the Specified Loans
and all other amounts payable hereunder.

4.7 TAXES. (a) Except as provided below in this subsection, all
payments made by each Specified Borrower under this Agreement and any Specified
Notes shall be made free and clear of, and without deduction or withholding for
or on account of, any present or future income, stamp or other

taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now
or hereafter imposed, levied, collected, withheld or assessed by any Specified
Governmental Authority, excluding net income taxes, franchise taxes imposed in
lieu of net income taxes, and branch profits taxes imposed on any Specified
Agent or any Specified Lender as a result of a present or former connection
between such Specified Agent or such Specified Lender and the jurisdiction of
the Governmental Authority imposing such tax or any political subdivision or
taxing authority thereof or therein (other than any such connection arising
solely from such Agent or such Specified Lender having executed, delivered or
performed its obligations or received a payment under, or enforced, this
Agreement or any other Loan Document). If any such non-excluded taxes, levies,
imposts, duties, charges, fees, deductions or withholdings ("NON-EXCLUDED
TAXES") are required by law to be withheld from any amounts payable to the
Specified Agent or any Specified Lender hereunder or under any Specified Notes,
the amounts so payable to the Specified Agent or such Specified Lender shall be
increased to the extent necessary to yield to the Specified Agent or such
Specified Lender (after payment of all Non-Excluded Taxes) interest or any such
other amounts payable hereunder at the rates or in the amounts specified in this
Agreement and any Specified Notes, PROVIDED, HOWEVER, that the Specified
Borrower shall be entitled to deduct and withhold any Non-Excluded Taxes and
shall not be required to increase any such amounts payable to any Specified
Lender with respect to any Non-Excluded Taxes (i) that are attributable to such
Specified Lender's failure to comply with the requirements of paragraphs (b),
(c) or (d) of this subsection 4.7, (ii) that are United States withholding taxes
imposed on amounts payable to a US Lender either at the time the US Lender
becomes a party to this Agreement or as a result of an event occurring after the
US Lender becomes a US Lender other than a change in law or regulation or the
introduction of any law or regulation or a change in interpretation or
administration of any law, except to the extent that such US Lender's assignor
(if any) was entitled, at the time of assignment, to receive additional amounts
from the Borrower with respect to such Non-Excluded Taxes pursuant to Section
4.7(a) or (iii) that are United Kingdom withholding taxes imposed on amounts
payable to an English Lender either at the time the English Lender becomes a
party to this Agreement or as a result of an event occurring after the English
Lender becomes a English Lender other than a change in law or regulation or the
introduction of any law, except to the extent that such English Lender's
assignor (if any) was entitled at the time of assignment, to receive additional
amounts from the Borrower with respect to such Non-Excluded Taxes pursuant to
Section 4.7(a). Whenever any Non-Excluded Taxes are payable by the Specified
Borrower, as promptly as possible thereafter the Specified Borrower shall send
to the Specified Agent for its own account or for the account of such Specified
Lender, as the case may be, a certified copy of an original official receipt
received by the Specified Borrower showing payment thereof. If the Specified
Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing
authority or fails to remit to the Specified Agent the required copies of
receipts or other required documentary evidence, the Specified Borrower shall
indemnify the Specified Agent and the Specified Lenders for any incremental
taxes, interest or penalties that may become payable by the Specified Agent or
any Specified Lender as a result of any such failure. The agreements in this
subsection shall survive the termination of this Agreement and the payment of
the Specified Loans and all other amounts payable hereunder.

(b) With respect to US Lenders, each US Lender that is not a United
States Person as defined in Section 7701(a)(30) of the Code shall:

(i) in the case of any such US Lender other than a US Lender
described in clause (ii) of this subsection:

(x) on or before the date of any payment by the US Borrower
under this Agreement or any Notes to such US Lender, deliver to
the US Borrower and the Administrative Agent (A) two duly
completed copies of United States Internal Revenue Service
("IRS") Form 1001 or 4224, or successor applicable form, as the
case may be, certifying that it is entitled to receive payments
under this Agreement and any Notes without any deduction or
withholding of any United States federal income taxes or at a
reduced rate and (B) a duly completed

IRS Form W-8 or W-9, or successor applicable form, as the case
may be, certifying that it is entitled to an exemption from
United States backup withholding tax;

(y) deliver to the US Borrower and the
Administrative Agent two further copies of any such
form or certification on or before the date that any
such form or certification expires or becomes obsolete
and after the occurrence of any event requiring a
change in the most recent form previously delivered by
it to the US Borrower; and

(z) obtain such extensions of time for filing and
complete such forms or certifications as may reasonably
be requested by the US Borrower or the Administrative
Agent; or

(ii) in the case of any such US Lender that is not a "bank"
within the meaning of Section 881(c)(3)(A) of the Code and that does
not comply with sub-paragraph (i) of this paragraph (b),

(x) represent to the US Borrower (for the benefit of the US
Borrower and the Administrative Agent) that it is not a bank
within the meaning of Section 881(c)(3)(A) of the Code and
deliver to the US Borrower on or before the date of any payment
by the US Borrower, with a copy to the Administrative Agent, (A)
a certificate stating that such US Lender (1) is not a "bank"
under Section 881(c)(3)(A) of the Code, is not subject to
regulatory or other legal requirements as a bank in any
jurisdiction, and has not been treated as a bank for purposes of
any tax, securities law or other filing or submission made to any
Governmental Authority, any application made to a rating agency
or qualification for any exemption from tax, securities law or
other legal requirements, (2) is not a 10-percent shareholder
within the meaning of Section 881(c)(3)(B) of the Code and (3) is
not a controlled foreign corporation receiving interest from a
related person within the meaning of Section 881(c)(3)(C) of the
Code (any such certificate a "U.S. TAX COMPLIANCE CERTIFICATE")
and (B) two duly completed copies of IRS Form W-8, or successor
applicable form, certifying to such US Lender's legal entitlement
at the date of such certificate to an exemption from U.S.
withholding tax under the provisions of Section 881(c) of the
Code with respect to payments to be made under this Agreement and
any US Notes;

(y) deliver to the US Borrower and the Administrative Agent
two further copies of IRS Form W-8 on or before the date it
expires or becomes obsolete and after the occurrence of any event
requiring a change in the most recently provided form and, if
necessary, obtain any extensions of time reasonably requested by
the US Borrower or the Administrative Agent for filing and
completing such forms; and

(z) agree, to the extent legally entitled to do so, upon
reasonable request by the US Borrower, to provide to the US
Borrower (for the benefit of the US Borrower and the
Administrative Agent) such other forms as may be reasonably
required in order to establish the legal entitlement of such US
Lender to an exemption from withholding with respect to payments
under this Agreement and any Notes.

Each Person that shall become a US Lender or a Specified Participant pursuant to
subsection 12.6 shall, upon the effectiveness of the related transfer, be
required to provide all of the forms, certifications and statements required
pursuant to this subsection; provided that in the case of a Specified
Participant the obligations of such Specified Participant pursuant to this
paragraph (b) shall be determined as if such Specified Participant were a US
Lender except that such Specified Participant shall furnish all such required
forms, certifications and statements to the US Lender from which the related
participation shall have been purchased. Each US Lender shall promptly notify
the Borrower at any time it determines that it is no longer in a position to
provide any previously delivered certificate to the Borrower (or any other form
of certification adopted by the U.S. taxing authorities for such purpose).
Notwithstanding any other provision of this Section 4.7(b), a US Lender shall
not be required to deliver any form pursuant to this Section 4.7(b) that such US
Lender is not legally able to deliver.

(c) Each Specified Lender shall, upon request by the Specified
Borrower, deliver to the Specified Borrower or the applicable Governmental
Authority, as the case may be, any form or certificate required in order that
any payment by the Specified Borrower under this Agreement or any Specified
Notes may be made free and clear of, and without deduction or withholding for or
on account of any Non-Excluded Taxes (or to allow any such deduction or
withholding to be at a reduced rate) imposed on such payment under the laws of
any jurisdiction, PROVIDED that such Specified Lender is legally entitled to
complete, execute and deliver such form or certificate and such completion,
execution or submission would not materially prejudice the legal position of
such Specified Lender.

(d) Each English Lender represents to English Borrower that at the
date hereof it is either (i) a bank as defined in Section 840A of the Income and
Corporation Taxes Act of 1988 and is within the charge to United Kingdom
corporation tax in respect of all interest received by it under this Agreement
or (ii) entitled by virtue of an applicable double tax treaty to claim such
exemption or relief from United Kingdom income tax as will allow interest
payments hereunder by the English Borrower to be made to it free and clear of
all taxes imposed by United Kingdom and has filed such a claim including all of
the appropriate supporting documents and a gross payment direction will be or
should be, issued in due course to English Borrower by the Inland Revenue.
Notwithstanding anything in this agreement to the contrary, no English Lender
shall be entitled to payments under subsection 4.7(a) pending the issuance of a
gross payment direction under this clause (ii). Notwithstanding any other
provision of this Section 4.7(d), an English Lender shall not be required to
deliver any form pursuant to this Section 4.7(d) that such English Lender is not
legally able to deliver.

(e) If the Specified Agent or Specified Lender receives a refund in
respect of Non-Excluded Taxes paid by the Specified Borrower, which in the good
faith judgment of such Specified Lender is allocable to such payment, it shall
promptly pay such refund, together with any other amounts paid by the Specified
Borrower in connection with such refunded Non-Excluded Taxes, to the Specified
Borrower, net of all reasonable out-of-pocket expenses of such Specified Lender
incurred in obtaining such refund, PROVIDED, HOWEVER, that the Specified
Borrower agrees to promptly return such refund to the Specified Agent or the
Specified Lender as the case may be, if it receives notice from the Specified
Agent or Specified Lender that such Specified Agent or Specified Lender is
required to repay such refund.

4.8 INDEMNITY. Each Specified Borrower agrees to indemnify each
Specified Lender and to hold each Specified Lender harmless from any loss or
expense which such Specified Lender sustains or incurs as a consequence of (a)
default by the Specified Borrower in payment when due of the principal amount of
or interest on any Eurocurrency Loan, (b) default by the Specified Borrower in
making a borrowing of, conversion into or continuation of Eurocurrency Loans
after the Specified Borrower has given a notice requesting the same in
accordance with the provisions of this Agreement, (c) default by the Specified
Borrower in making any prepayment after the Specified Borrower has given a
notice thereof in accordance with the provisions of this Agreement or (d) the
making of a prepayment of Eurocurrency Loans on a day which is not the last day
of an Interest Period with respect thereto,

including, without limitation, in each case, any such loss or expense (but
excluding loss of margin) arising from the reemployment of funds obtained by it
or from fees payable to terminate the deposits from which such funds were
obtained. Calculation of all amounts payable to a Specified Lender under this
subsection 4.8 shall be made as though such Specified Lender had actually funded
its relevant Eurocurrency Loan through the purchase of a deposit bearing
interest at the Eurocurrency Rate in an amount equal to the amount of such
Eurocurrency Loan and having a maturity comparable to the relevant Interest
Period; PROVIDED, HOWEVER, that each Specified Lender may fund each of its
Eurocurrency Loans in any manner it sees fit, and the foregoing assumption shall
be utilized only for the calculation of amounts payable under this subsection
4.8. This covenant shall survive the termination of this Agreement and the
payment of the Specified Loans and all other amounts payable hereunder for a
period of nine (9) months thereafter.

4.9 REPLACEMENT OF SPECIFIED LENDER. If at any time (a) the
Specified Borrower becomes obligated to pay additional amounts described in
subsections 4.5, 4.6 or 4.7 as a result of any condition described in such
subsections or any Specified Lender ceases to make Eurocurrency Loans pursuant
to subsection 4.5, (b) any Specified Lender becomes insolvent and its assets
become subject to a receiver, liquidator, trustee, custodian or other Person
having similar powers, (c) any Specified Lender becomes a "Non-Funding Lender"
or (d) any Specified Lender fails to comply with an amendment, waiver or
modification to this Agreement or the other Loan Documents which has been
approved by the Required Lenders (or any different requisite amount of Lenders
as provided herein), then the Specified Borrower may, on three (3) Business
Days' prior written notice to the Specified Agent and such Specified Lender,
replace such Specified Lender by causing such Specified Lender to (and such
Specified Lender shall) assign pursuant to subsection 12.6(c) all of its rights
and obligations under this Agreement to a Specified Lender or other entity
selected by the Specified Borrower and acceptable to the Specified Agent for a
purchase price equal to the outstanding principal amount of such Lender's
Specified Loans and all accrued interest and fees and other amounts payable
hereunder; PROVIDED that (i) no Specified Borrower shall have the right to
replace its Specified Agent (in its capacity as such), (ii) no Specified Agent
or Specified Lender shall have any obligation to any Specified Borrower to find
a replacement Specified Lender or other such entity, (iii) in the event of a
replacement of a Specified Lender to which the Specified Borrower becomes
obligated to pay additional amounts pursuant to clause (a) of this subsection
4.9, in order for the Specified Borrower to be entitled to replace such a
Specified Lender, such replacement must take place no later than six (6) months
after the Specified Lender shall have demanded payment of additional amounts
under one of the subsections described in clause (a) of this subsection 4.9, as
the case may be, and (iv) in no event shall the Specified Lender hereby replaced
be required to pay or surrender to such replacement Specified Lender or other
entity any of the fees received by such Specified Lender hereby replaced
pursuant to this Agreement. In the case of a replacement of a Specified Lender
to which the Specified Borrower becomes obligated to pay additional amounts
pursuant to clause (a) of this subsection 4.9, the Specified Borrower shall pay
such additional amounts to such Specified Lender prior to such Specified Lender
being replaced and the payment of such additional amounts shall be a condition
to the replacement of such Specified Lender. The Specified Borrower's right to
replace a Non-Funding Lender pursuant to this subsection 4.9 is, and shall be,
in addition to, and not in lieu of, all other rights and remedies available to
the Specified Borrower against such Non-Funding Lender under this Agreement, at
law, in equity, or by statute.

4.10 REDENOMINATION AND ALTERNATIVE CURRENCIES. Each obligation
under this Agreement of a party to this Agreement which has been denominated in
the National Currency Unit of a Subsequent Participant state shall be
redenominated into the euro unit in accordance with EMU Legislation immediately
upon such Subsequent Participant becoming a Participating Member State (but
otherwise in accordance with EMU Legislation).

SECTION 5. REPRESENTATIONS AND WARRANTIES

To induce the Agents and the Lenders to enter into this Agreement and
to make their respective Loans and to issue and participate in Accommodations,
each Borrower, only as to itself and its Subsidiaries, hereby represents and
warrants to the Agents and each Lender that:

5.1 FINANCIAL CONDITION. (a) The audited consolidated financial
statements of the US Borrower (or its predecessor) and its Subsidiaries for the
period from April 2, 1996 through December 31, 1996 and the fiscal years ended
December 31, 1997 and December 31, 1998, copies of which have been furnished to
each Lender, have been prepared using accounting methods, procedures and
policies which are in accordance with GAAP and present fairly in all material
respects the financial positions of the US Borrower, its predecessors and its
Subsidiaries on a consolidated basis, in each case, as at the dates thereof, and
the results of operations and statements of cash flows for the periods then
ended. The unaudited consolidated balance sheet of the US Borrower and its
Subsidiaries as at March 31, 1999, and the related unaudited consolidated
statements of income and cash flows for the three-month period ended on such
date, present fairly in all material respects the consolidated financial
condition of the US Borrower and its Subsidiaries as at such date, and the
consolidated results of its operations and its consolidated cash flows for the
three-month period then ended (subject to normal year-end audit adjustments and
the absence of footnotes). Neither the US Borrower nor any of its Subsidiaries
had, as at the date of the most recent balance sheet referred to above, any
Guarantee Obligation, contingent liability or liability for taxes, or any
long-term lease or unusual forward or long-term commitment, including, without
limitation, any interest rate or foreign currency swap or exchange transaction,
which in any such case is material and is not reflected in the foregoing
statements or in the notes thereto and which has any reasonable likelihood of
resulting in a material cost or loss.

(b) The audited consolidated financial statements of the English
Borrower and its Subsidiaries for fiscal years ended March 31, 1997, March 31,
1998 and March 31, 1999, copies of which have been furnished to each Lender,
have been prepared using accounting methods, procedures and policies which are
in accordance with GAAP applied on a basis consistent with that of prior years
and present fairly in all material respects the financial positions of the
English Borrower and its Subsidiaries on a consolidated basis, in each case, as
at the dates thereof, and the results of operations and statements of cash flows
for the periods then ended. Neither the English Borrower nor any of its
Subsidiaries had, as at the date of the most recent balance sheet referred to
above, any Guarantee Obligation, contingent liability or liability for taxes, or
any long-term lease or unusual forward or long-term commitment, including,
without limitation, any interest rate or foreign currency swap or exchange
transaction, which in any such case is material and is not reflected in the
foregoing statements or in the notes thereto and which has any reasonable
likelihood of resulting in a material cost or loss.

(c) The audited consolidated financial statements of the Target for
the fiscal periods ended December 31, 1996, December 31, 1997 and December 31,
1998, copies of which have been furnished to each Lender, have been prepared
using accounting methods, procedures and policies which are in accordance with
GAAP and present fairly in all material respects the financial positions of the
Target, in each case, as at the dates thereof, and the results of operations and
statements of cash flows for the periods then ended. The unaudited balance
sheet of the Target as at June 30, 1999, and the related unaudited statements of
income and cash flows for the six-month period ended on such date, present
fairly in all material respects the financial condition of the Target as at such
date, and the results of its operations and its cash flows for the six-month
period then ended (subject to normal year-end audit adjustments and the absence
of footnotes). The Target does not have, as at the date of the most recent
balance sheet referred to above, any Guarantee Obligation, contingent liability
or liability for taxes, or any long-term lease or unusual forward or long-term
commitment, including, without limitation, any interest rate or foreign currency
swap or exchange transaction, which in any such case is

material and is not reflected in the foregoing statements or in the notes
thereto and which has any reasonable likelihood of resulting in a material cost
or loss.

(d) The PRO FORMA balance sheet of US Borrower and its Subsidiaries
(the "US BORROWER PRO FORMA BALANCE SHEET"), certified by a Responsible Officer
of US Borrower, copies of which have been heretofore furnished to each Lender,
is the PRO FORMA balance sheet of US Borrower as at the Closing Date, adjusted
to give effect to (i) the Transactions, and (ii) the financings contemplated by
this Agreement. The US Borrower Pro Forma Balance Sheet was prepared based on
good faith assumptions and is based on the best information available to US
Borrower as of the date of delivery thereof, and reflects on a PRO FORMA basis
the financial position of US Borrower and its combined Subsidiaries as at the
Closing Date. Neither the US Borrower nor any of its Subsidiaries had, as at
the date of the US Borrower Pro Forma Balance Sheet, any material Guarantee
Obligation, contingent liability or, to the best knowledge of the US Borrower,
liability for taxes, or any long-term lease or unusual forward or long-term
commitment which is not reflected in the US Borrower Pro Forma Balance Sheet and
which has any reasonable likelihood of resulting in a material cost or loss.

5.2 NO CHANGE. Since December 31, 1998, there has been no Material
Adverse Change.

5.3 CORPORATE EXISTENCE; COMPLIANCE WITH LAW. US Borrower and each
of its Subsidiaries (a) is duly organized, validly existing or validly
subsisting and, in the case of the US Borrower, its Domestic Subsidiaries and
any of its Foreign Subsidiaries organized in a jurisdiction where such concept
is applicable, in good standing, as the case may be, under the laws of the
jurisdiction of its organization or incorporation, (b) has the power and
authority, and the legal right, to own and operate its property, to lease the
property it operates as lessee and to conduct the business in which it is
currently engaged, (c) is duly qualified as a foreign corporation or other
entity and in good standing under the laws of each jurisdiction where its
ownership, lease or operation of property or the conduct of its business
requires such qualification, except to the extent that the failure to so qualify
could not, in the aggregate, reasonably be expected to have a Material Adverse
Effect and (d) is in compliance with all Requirements of Law except to the
extent that the failure to comply therewith could not, in the aggregate,
reasonably be expected to have a Material Adverse Affect.

5.4 CORPORATE POWER; AUTHORIZATION; ENFORCEABLE OBLIGATIONS. Each
Credit Party has the power and authority, and the legal right, to make, deliver
and perform this Agreement, any of the Specified Notes and the other Specified
Loan Documents to which it is a party and, with respect to each Specified
Borrower, to borrow hereunder and has taken all necessary action to authorize
the borrowings on the terms and conditions of, or the granting of any security
interests under, this Agreement and any of the Specified Notes and the other
Specified Loan Documents and to authorize the execution, delivery and
performance of this Agreement, any of the Specified Notes and the other
Specified Loan Documents to which it is a party. No consent or authorization
of, filing with, notice to or other act by or in respect of, any Governmental
Authority or any other Person is required in connection with the borrowings
under this Agreement or with the execution, delivery, performance, validity or
enforceability of, or the granting of any security interests under, this
Agreement, any of the Specified Notes or the other Specified Loan Documents to
which any Credit Party is a party, except for (i) those which have been or will
be made or taken and are or will be in full force and effect, (ii) consents
under immaterial Contractual Obligations or other immaterial consents or (iii)
those filings and notices referred to subsection 5.20(d). This Agreement, any
Specified Note and each of the other Specified Loan Documents has been duly
executed and delivered on behalf of the Credit Party party thereto. This
Agreement, any Specified Note and each of the other Specified Loan Documents
constitutes a legal, valid and binding obligation of the Credit Party party
thereto enforceable against such Credit Party in accordance with its terms,
except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law).

5.5 NO LEGAL BAR. The execution, delivery and performance of this
Agreement, any of the Notes and the other Loan Documents, the borrowings
hereunder and thereunder and the use of the proceeds thereof will not violate
any Requirement of Law or any material Contractual Obligation of any Credit
Party or of any of their Subsidiaries.

5.6 NO MATERIAL LITIGATION. Except as set forth in Schedule 5.6, no
litigation, investigation or proceeding of or before any arbitrator or
Governmental Authority is pending or, to the knowledge of any Specified
Borrower, threatened by or against any of the Credit Parties or any of their
Subsidiaries or against any of their respective properties or revenues (a) with
respect to this Agreement, the other Loan Documents, or any of the transactions
contemplated hereby or thereby, (b) with respect to any Transaction Document or
any transactions contemplated thereby, which affects any material provision or
any material transaction contemplated thereby, or (c) which could reasonably be
expected to have a Material Adverse Effect.

5.7 NO DEFAULT. None of the Credit Parties or any of their
Subsidiaries is in default under or with respect to any of its Contractual
Obligations in any respect which could reasonably be expected to have a Material
Adverse Effect. No Default or Event of Default has occurred and is continuing.

5.8 OWNERSHIP OF PROPERTY; LIENS. Each of the Credit Parties and
their Subsidiaries (a) in respect of property situated in the United States, has
good and valid title or title in fee simple to, as applicable, or a valid
leasehold interest in, all its material real and immovable property, and good
title to, or a valid leasehold interest in, all its other material property and
(b) in respect of property situated outside the United States, is the legal and
beneficial owner of all its material property, and none of such property
referred to in clauses (a) and (b) hereof is subject to any Lien except as
permitted by subsection 8.3. As of the date hereof, the Fee Properties as
listed on Part I of Schedule 5.19 constitute all the real and immovable
properties (y) in respect of property situated in the United States, owned by
good and valid title or title in fee simple and (z) in respect of property
situated outside the United States, legally or beneficially owned, as
applicable, by the US Borrower or its Subsidiaries and the Leased Properties as
listed on Part II of Schedule 5.19 constitute all of the real and immovable
properties leased by the US Borrower or its Subsidiaries. As of the date
hereof, each of the Leased Properties listed on Part II of Schedule 5.19 which
may be made subject to a recorded Lien without violating the terms of the
applicable Underlying Lease, and each lease agreement under which an interest in
any material Leased Property is held (as amended, an "UNDERLYING LEASE") is in
full force and effect.

5.9 INTELLECTUAL PROPERTY. Each of the Credit Parties and their
Subsidiaries owns, or is validly licensed to use, all trademarks, tradenames,
copyrights, technology, know-how and processes necessary for the conduct of its
business as currently conducted except for those the failure to own or license
that could not reasonably be expected to have a Material Adverse Effect (the
"INTELLECTUAL PROPERTY"). Except as set forth on Schedule 5.9, no claim has
been asserted and is pending by any Person challenging or questioning the use of
any such Intellectual Property or the validity or effectiveness of any such
Intellectual Property which could reasonably be expected to have a Material
Adverse Effect, nor do the Credit Parties know of any valid basis for any such
claim which could reasonably be expected to have a Material Adverse Effect. To
the best of the Credit Parties' knowledge, the use of such Intellectual Property
by the Credit Parties and their Subsidiaries does not infringe on the rights of
any Person, except for such claims and infringements that, in the aggregate,
could not reasonably be expected to have a Material Adverse Effect.

5.10 TAXES. Except as set forth in Schedule 5.10, each of the Credit
Parties and their Subsidiaries has filed or caused to be filed all federal and
all other material tax returns which, to the knowledge of the Credit Parties,
are required to be filed and has paid all taxes shown to be due and payable on
said returns or on any assessments made against it or any of its property and
all other material taxes, fees or other charges imposed on it or any of its
property by any Governmental Authority

(other than (i) any such taxes, assessments, fees, or other charges the amount
or validity of which are currently being contested in good faith by appropriate
proceedings and with respect to which reserves in conformity with GAAP have been
provided on the books of the Credit Parties or their Subsidiaries, as the case
may be, and (ii) taxes, assessments, fees or other charges imposed by any
Governmental Authority, other than income taxes imposed by any Governmental
Authority, with respect to which the failure to make payments could not, by
reason of the amount thereof or of remedies available to such Governmental
Authorities, reasonably be expected to have a Material Adverse Effect); no tax
Lien has been filed, and, to the knowledge of the Credit Parties, no claim is
being asserted, with respect to any such tax, fee or other charge other than
those being contested in good faith by appropriate proceedings and with respect
to which reserves in conformity with GAAP have been provided on the books of the
Credit Parties or their Subsidiaries, as the case may be.

5.11 US FEDERAL REGULATIONS. No part of the proceeds of any Loans
will be used for "purchasing" or "carrying" any "margin stock" within the
respective meanings of each of the quoted terms under Regulations T, U or X as
now and from time to time hereafter in effect or for any purpose which violates
the provisions of the Regulations of the Board. If requested by any US Lender
or the Administrative Agent, the US Borrower will furnish to the Specified Agent
and each Specified Lender a statement to the foregoing effect in conformity with
the requirements of FR Form U-1 or G-3 referred to in said Regulation U.

5.12 ERISA. Except where the liability, individually or in the
aggregate, which could reasonably be expected to result has not had or could not
reasonably be expected to have a Material Adverse Effect: (i) neither a
Reportable Event nor an "accumulated funding deficiency" (within the meaning of
Section 412 of the Code or Section 302 of ERISA) has occurred during the
five-year period prior to the date on which this representation is made or
deemed made with respect to any Single Employer Plan; (ii) each Plan (other than
a Multiemployer Plan) has complied in all material respects with the applicable
provisions of ERISA and the Code; (iii) no termination of a Single Employer Plan
has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has
arisen and remains outstanding, during such five-year period; (iv) the present
value of all accrued benefits under each Single Employer Plan (based on those
assumptions used to fund such Plans) did not, as of the last annual valuation
date prior to the date on which this representation is made or deemed made,
exceed the value of the assets of such Plan allocable to such accrued benefits
by an amount which could reasonably be expected to have a Material Adverse
Effect; (v) none of the Credit Parties nor any Commonly Controlled Entity has
had a complete or partial withdrawal from any Multiemployer Plan, and, to the
best knowledge of the Credit Parties, none of the Credit Parties nor any
Commonly Controlled Entity would become subject to any liability under ERISA if
the Credit Parties or any such Commonly Controlled Entity were to withdraw
completely from all Multiemployer Plans as of the valuation date most closely
preceding the date on which this representation is made or deemed made; (vi) no
such Multiemployer Plan is in Reorganization or Insolvent; and (vii) the present
value (determined using actuarial and other assumptions which are reasonable in
respect of the benefits provided and the employees participating) of the
liability of the Credit Parties and each Commonly Controlled Entity for post
retirement benefits to be provided to their current and former employees under
Plans which are welfare benefit plans (as defined in Section 3(1) of ERISA) does
not, in the aggregate, exceed the assets under all such Plans allocable to such
benefits.

5.13 INVESTMENT COMPANY ACT. Neither the US Borrower 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.

5.14 SUBSIDIARIES, ETC. As of the date hereof, the only Subsidiaries
of the US Borrower, and the only partnerships, limited liability companies or
other joint ventures in which the US Borrower or any of its Subsidiaries has an
interest are those listed on Schedule 5.14. As of the date hereof, the US
Borrower owns the percentage of the Capital Stock or other evidences of the
ownership of each

Subsidiary, partnership, limited liability company or other joint venture listed
on Schedule 5.14 as set forth on such Schedule. As of the date hereof, no such
Subsidiary, partnership, limited liability company, or other joint venture has
issued any securities convertible into shares of its Capital Stock, and the
outstanding stock and securities (or other evidence of ownership) of such
Subsidiaries, partnerships, limited liability companies, or other joint ventures
owned by the US Borrower and its Subsidiaries are so owned free and clear of all
Liens, warrants, options or rights of others of any kind except as set forth in
Schedule 5.14. As of the date hereof, the Target has no Subsidiaries.

5.15 ENVIRONMENTAL MATTERS. Except as disclosed on Schedule 5.15
hereto:

(a) The facilities and properties owned, leased or operated by the US
Borrower or any of its Subsidiaries (the "PROPERTIES") do not contain, and have
not previously contained, any Materials of Environmental Concern in amounts or
concentrations or under such conditions which (i) constitute or constituted a
violation of, or could reasonably be expected to give rise to liability under,
any Environmental Law in effect at the time of the making of this
representation, or (ii) could materially and adversely interfere with the
continued operation of the Properties, or (iii) materially impair the fair
saleable value thereof, except in each case insofar as such violation,
liability, interference, or reduction in fair market value, or any aggregation
thereof, is not reasonably likely to result in a Material Adverse Effect.

(b) The business of the US Borrower and its Subsidiaries, the
Properties and all operations at the Properties are, and to the knowledge of the
US Borrower have been, in compliance in all material respects with all
applicable Environmental Laws except for noncompliance which is not reasonably
likely to result in a Material Adverse Effect.

(c) Neither the US Borrower nor any of its Subsidiaries has received
any written notice of violation, alleged violation, non-compliance, liability or
potential liability regarding environmental matters or compliance with
Environmental Laws with regard to any of the Properties or the business of the
US Borrower and its Subsidiaries, nor does any Specified Borrower have knowledge
or reason to believe that any such notice will be received or is being
threatened, except insofar as such notice or threatened notice, or any
aggregation thereof, does not involve a matter or matters that is or are
reasonably likely to result in a Material Adverse Effect.

(d) Materials of Environmental Concern have not been transported or
disposed of from the Properties in violation of, or in a manner or to a location
which could reasonably be expected to give rise to liability under, any
Environmental Law in effect at the time of the making of this representation,
nor have any Materials of Environmental Concern been generated, treated, stored
or disposed of at, on or under any of the Properties in violation of, or in a
manner that could reasonably be expected to give rise to liability under, any
applicable Environmental Law in effect at the time of the making of this
representation, except insofar as any such violation or liability referred to in
this paragraph, or any aggregation thereof, is not reasonably likely to result
in a Material Adverse Effect.

(e) No judicial proceeding or governmental or administrative action
is pending or, to the knowledge of any Specified Borrower, threatened, under any
Environmental Law in effect at the time of the making of this representation to
which the US Borrower or any Subsidiary is or, to the best knowledge of any
Specified Borrower, will be named as a party with respect to the Properties or
the business of the US Borrower and its Subsidiaries, nor are there any consent
decrees or other decrees, consent orders, administrative orders or other orders,
or other administrative or judicial requirements outstanding under any
Environmental Law in effect at the time of the making of this representation
with respect to the Properties or the business of the US Borrower and its
Subsidiaries, except insofar as such proceeding, action, decree, order or other
requirement, or any aggregation thereof, is not reasonably likely to result in a
Material Adverse Effect.

(f) There has been no release or, to the best knowledge of any
Specified Borrower, threat of release of Materials of Environmental Concern at
or from the Properties, or arising from or related to the operations of the US
Borrower or any Subsidiary in connection with the Properties or otherwise in
connection with the business of the US Borrower and its Subsidiaries, in
violation of or in amounts or in a manner that could reasonably give rise to
liability under Environmental Laws in effect at the time of making this
representation, except insofar as any such violation or liability referred to in
this paragraph, or any aggregation thereof, is not reasonably likely to result
in a Material Adverse Effect.

(g) To the best knowledge of any Specified Borrower, each of the
representations and warranties set forth in subsections 5.15(a) through (f) is
true and correct with respect to each parcel of real property owned or operated
by the US Borrower or any Subsidiary (other than the Properties) except to the
extent that the facts and circumstances giving rise to any such failure to be so
true and correct is not reasonably likely to result in a Material Adverse
Effect.

5.16 REGULATION H. No Mortgage encumbers improved real property
which is located in an area that has been identified by the Secretary of Housing
and Urban Development as an area having special flood hazards and in which flood
insurance has been made available under the National Flood Insurance Act of
1968.

5.17 DELIVERY OF TRANSACTION DOCUMENTS. Each Specified Agent has
received for itself and for each Specified Lender a complete copy of each of the
Transaction Documents (including all exhibits, schedules and disclosure letters
referred to therein or delivered pursuant thereto, if any) and all amendments
thereto, waivers relating thereto and other side letters or agreements affecting
the terms thereof.

5.18 REPRESENTATIONS AND WARRANTIES CONTAINED IN THE TRANSACTION
DOCUMENTS. Each of the Transaction Documents has been duly executed and
delivered by the Credit Parties party thereto and all other parties thereto and
is full force and effect. The representations and warranties of the US Borrower
and its Subsidiaries and, to the best knowledge of the Credit Parties parties
thereto, the other parties, in each of the Transaction Documents, are true and
correct in all material respects.

5.19 DISCLOSURE. As of the Closing Date or, if later, the date it
was furnished, no information, financial statement, report, certificate or other
document prepared or furnished by or on behalf of any Credit Party to any Agent
or any Lender in connection with this Agreement or any other Specified Loan
Document (but excluding all projections and pro forma financial statements which
shall have been prepared in good faith and based upon reasonable assumptions, it
being recognized that such projections are not viewed as facts and actual
results may be different) taken as a whole contains any untrue statement of a
material fact or omits to state any material fact necessary to make the
statements herein or therein not misleading. As of the Closing Date, there is
no fact known to any Credit Party which has, or which could reasonably be
expected to have, a Material Adverse Effect.

5.20 GUARANTEE AND COLLATERAL AGREEMENT; MORTGAGES. (a) The
Guarantee and Collateral Agreement is effective to create in favor of the
Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid
and enforceable security interest in the Pledged Securities described therein
and proceeds thereof and all actions have been taken to cause the Guarantee and
Collateral Agreement to constitute a fully perfected first Lien on, and security
interest in, all right, title and interest of the US Borrower and its Domestic
Subsidiaries, respectively, in such Pledged Securities described therein and in
proceeds thereof superior in right to any other Person.

(b) The Guarantee and Collateral Agreement is effective to create in
favor of the Collateral Agent, for the benefit of the Secured Parties, a legal,
valid and enforceable security interest in the respective collateral described
therein and proceeds thereof, and the Guarantee and Collateral Agreement
constitutes a fully perfected, first priority Lien on, and security interest in,
all right, title and

interest of the US Borrower and its Domestic Subsidiaries in such collateral and
the proceeds thereof superior in right to any other Person other than Liens
permitted hereby.

(c) The properties listed on Schedule 5.19 constitute all material
real properties owned by the US Borrower or any of its Subsidiaries. The
Mortgages are each effective to create in favor of the Collateral Agent, for the
benefit of the Secured Parties, a legal, valid and enforceable Lien on the
properties described therein owned by the US Borrower and its Domestic
Subsidiaries and proceeds thereof, subject to obtaining necessary consents
(which consents shall be obtained on or prior to the Closing Date) and when the
Mortgages are filed in the offices specified on Schedule 5.19, the Mortgages
shall constitute a fully perfected, first priority Lien on, and security
interest in, all right, title and interest of the US Borrower and its Domestic
Subsidiaries in the Mortgaged Properties and the proceeds thereof, superior in
right to any other Person other than Liens permitted hereby.

(d) Each other Loan Document to which any Credit Party is a party and
which purports to grant a Lien on any property of such Credit Party to secure
the Specified Obligations is effective to create in favor of the Specified
Agent, for the benefit of the Specified Lenders, a legal, valid and enforceable
security interest in the respective collateral described therein and proceeds
thereof, and when appropriate filings and notices have been taken or given, such
Loan Document shall constitute fully perfected, first priority Liens on, and
security interests in, all right, title and interest of such Credit Party in
such collateral and the proceeds thereof superior in right to any other Person
other than Liens permitted hereby.

5.21 SOLVENCY. Each Specified Borrower is, individually and together
with its Subsidiaries, Solvent.

5.22 INSURANCE. The insurance maintained by or reserved against on
the books of the Borrowers and their respective Subsidiaries is for such risks
as are customarily insured against by companies engaged in the same or similar
business. None of the Credit Parties or any of their Subsidiaries is in default
under any provisions of any such policy of insurance or has received notice of
cancellation of any such insurance (other than in connection with the
replacement of any such policy). None of the Credit Parties or any of their
Subsidiaries has made any claims under any policy of insurance with respect to
which the insurance carrier has denied liability, which denial is reasonably
like to result in a Material Adverse Effect.

5.23 SENIOR INDEBTEDNESS. The Domestic Obligations and the US
Borrower's guarantee of the Foreign Subsidiary Obligations constitute
"Designated Senior Indebtedness" of the US Borrower under and as defined in the
Senior Subordinated Note Indenture. The obligations of each Domestic Subsidiary
under the Guarantee and Collateral Agreement constitute "Guarantor Senior
Indebtedness" of such Subsidiary under and as defined in the Senior
Subordinated Note Indenture.

5.24 YEAR 2000 MATTERS. Any reprogramming required to permit the
proper functioning (but only to the extent that such proper functioning would
otherwise be impaired by the occurrence of the year 2000) in and following the
year 2000 of computer systems and other equipment containing embedded
microchips, in either case owned or operated by the US Borrower or any of its
Subsidiaries or used or relied upon in the conduct of their business (including
any such systems and other equipment supplied by others or with which the
computer systems of the US Borrower or any of its Subsidiaries interface), and
the testing of all such systems and other equipment as so reprogrammed, has been
substantially completed. The costs to the US Borrower and its Subsidiaries that
have not been incurred as of the date hereof for such reprogramming and testing
and for the other reasonably foreseeable consequences to them of any improper
functioning of other computer systems and equipment containing embedded
microchips due to the occurrence of the year 2000 could not reasonably be
expected to result in a Default or Event of Default or to have a Material
Adverse Effect.

SECTION 6. CONDITIONS PRECEDENT

6.1 CONDITIONS TO INITIAL EXTENSIONS OF CREDIT. The agreement of
each US Tranche A Term Loan Lender to make its Additional US Tranche A Term Loan
hereunder and of any US Revolving Credit Lender, any US Swing Line Lender or any
Issuing Lender to make any Loan or issue or create any Accommodation under the
Additional US Revolving Credit Commitments, in each case, on the Closing Date is
subject to the satisfaction of the following conditions precedent on or prior to
October 25, 1999:

(a) LOAN DOCUMENTS. The Administrative Agent shall have received (i)
this Agreement, executed and delivered by a Responsible Officer of each
Borrower, (ii) for the account of each of the Specified Lenders who has
requested a Specified Note pursuant to subsection 2.7(e), a Revolving
Credit Note, a Term Note or a Swing Line Note, as the case may be,
conforming to the requirements hereof and executed and delivered by a
Responsible Officer of the Specified Borrower; (iii) the Guarantee and
Collateral Agreement, executed and delivered by a Responsible Officer of
the US Borrower and each of its Domestic Subsidiaries, (iv) Mortgages,
executed and delivered by a Responsible Officer of the US Borrower or its
Domestic Subsidiaries, and (v) the Sharing Agreement, executed and
delivered by each of the Specified Agents and the Collateral Agent. The
English Agent shall have received such collateral documents and guarantees
as shall have been reasonably requested by the English Agent to effect:
(1) a charge of 65% of the common stock of English Bidco to secure the
Domestic Obligations, (2) a guarantee by English Bidco of the English
Obligations of English Borrower and a charge of all the Capital Stock of
English Borrower owned by English Bidco to secure such guarantee and the
other English Obligations, (3) guarantee by the Material Subsidiaries of
English Borrower of the English Obligations of English Borrower only and a
charge of all the Capital Stock and material assets of the Material
Subsidiaries to secure such guarantee, (4) guarantee by English Borrower
and the Material Subsidiaries of English Borrower of the English
Obligations owed by English Bidco and a charge of all the Capital Stock and
material assets of English Borrower and such Material Subsidiaries to
secure such guarantee, and (5) charge over the assets of English Borrower
to secure the English Obligations owed by English Borrower.

(b) CORPORATE PROCEEDINGS OF THE CREDIT PARTIES. The Administrative
Agent shall have received a copy of the resolutions, in form and substance
reasonably satisfactory to the Administrative Agent, of the Board of
Directors or duly authorized committee of each Credit Party authorizing (i)
the execution, delivery and performance of this Agreement and the other
Loan Documents to which it is a party, (ii) the borrowings and guarantees
contemplated hereunder, and (iii) the granting by it of Liens created
pursuant to the Loan Documents, and (iv) the other transactions
contemplated hereby, certified by the Secretary, Assistant Secretary, or
comparable officer of such Person as of the Closing Date, which certificate
shall state that the resolutions thereby certified have not been amended,
modified, revoked or rescinded and shall be in form and substance
reasonably satisfactory to the Specified Agent.

(c) INCUMBENCY CERTIFICATES. The Administrative Agent shall have
received a certificate of the Secretary or an Assistant Secretary (or
comparable officer) of each Credit Party, dated the Closing Date, as to the
incumbency and signature of the officers of such Person executing each Loan
Document to which it is a party and any certificate or other document to be
delivered by it pursuant hereto and thereto, together with evidence of the
incumbency of such Secretary, Assistant Secretary, or comparable officer.

(d) CORPORATE DOCUMENTS. The Administrative Agent shall have
received true and complete copies of the certificate of incorporation and
by-laws or memorandum and articles thereof (or equivalent documents), as
the case may be, of each Credit Party, certified as of the

Closing Date as complete and correct copies thereof by the Secretary,
Assistant Secretary, or comparable officer of such Person.

(e) EQUITY AND DEBT FINANCING. The US Borrower shall have received
at least $35,000,000 in cash from the proceeds of common equity issued by
the US Borrower to Onex Corporation, J2R Partners III and certain other
shareholders of the US Borrower and at least $30,000,000 in cash from the
proceeds of convertible subordinated indebtedness issued by the US Borrower
to Tower Automotive, Inc. or any of its affiliates (the "TOWER SUBORDINATED
DEBT"), in each case, on terms reasonably satisfactory to the
Administrative Agent and the Syndication Agent.

(f) CLOSING OF NELSON ACQUISITION; TRANSACTION DOCUMENTS. The Nelson
Acquisition shall have been consummated in accordance with the Acquisition
Agreement and all requirements of applicable law, and the Administrative
Agent shall have received (i) a certified copy of each of the Transaction
Documents, which shall be in form and substance reasonably satisfactory to
the Agents and (ii) a certificate signed by a Responsible Officer of the US
Borrower to the effect that all conditions precedent and other material
transactions contemplated by the Transaction Documents have been satisfied
or consummated, as the case may be, without amendment, waiver or
modification of the material terms thereof. The aggregate purchase price
for the capital stock of the Target in connection with the Nelson
Acquisition shall not exceed $175,000,000 (subject to adjustment in
accordance with Section 2.3 of the Acquisition Agreement). Up to
$20,400,000 of the purchase price for the Nelson Acquisition shall be
financed with cash from the Borrower (without giving effect to the equity
and debt financing described in paragraph (e) above or the proceeds of the
Additional US Tranche A Term Loans or borrowings under the Additional US
Revolving Credit Commitments).

(g) REPAYMENT OF INDEBTEDNESS. Contemporaneously with the Loans made
on the Closing Date, the US Borrower and its Subsidiaries shall repay all
of the existing outstanding Indebtedness of the Target for an aggregate
amount not to exceed approximately $100,000,000, other than any such
Indebtedness which is to remain outstanding after the Closing Date and
which is reasonably satisfactory to the Administrative Agent, and all Liens
in connection with such repaid Indebtedness shall have been (or
contemporaneously shall be) released.

(h) FEES. The Lenders, the Agents, and CSI shall have received all
fees required to be paid and expenses required to be paid for which
invoices have been presented on the Closing Date and the total aggregate
amount of all fees and expenses incurred or to be incurred in connection
with this Agreement, the other Loan Documents, the Nelson Acquisition and
the financings contemplated thereby shall not exceed $6,000,000.

(i) CONSENTS, LICENSES AND APPROVALS. (i) All governmental and
material third party approvals reasonably necessary or in the reasonable
judgment of the Administrative Agent advisable in connection with the
execution, delivery and performance of the Transactions, the financings
contemplated hereby, and the continuing operations of the US Borrower and
its Subsidiaries shall have been obtained and be in full force and effect,
and (ii) all applicable waiting periods shall have expired without any
action being taken or threatened by any competent Governmental Authority
which would restrain, prevent or otherwise impose adverse conditions on the
US Borrower, any of its Subsidiaries, the Transactions, or the financings
thereof.

(j) FINANCIAL INFORMATION. The Administrative Agent shall have
received (i) copies of the financial statements described in subsection
5.1(a) (except the financial statements referred to in Section 5.1(a) and
5.1(b) to the extent already received by each of the Lenders) and unaudited
interim financial statements of the Target for each fiscal month and
quarterly period

ended subsequent to December 31, 1998 as to which such financial statements
are available, and all of such financial statements shall not, in the
reasonable judgment of the Lenders, reflect any material adverse change in
the financial condition of the Target, as reflected in the financial
statements or projections previously furnished to the Lenders.

(k) INSURANCE. The Administrative Agent shall have received evidence
reasonably satisfactory to it that insurance relating to the US Borrower
and its Subsidiaries complying with the provisions of the Loan Documents
will be in place after the Transactions.

(l) PERFECTION; LIEN SEARCHES. All filings and other actions
reasonably required by any Specified Agent to create and perfect a first
priority security interest in all collateral granted to any Specified Agent
pursuant to any Loan Documents shall have been duly made or taken (or the
Specified Agent shall be reasonably satisfied that such action shall
promptly be taken), and all such collateral shall be free and clear of
other Liens except as permitted hereby. The Administrative Agent shall
have received the results of a recent lien search in each of the
jurisdictions listed on Schedule 5.19 and each other jurisdiction in the
United States where assets of the Target and its Domestic Subsidiaries are
located, and (i) such search shall reveal no Liens on any of the assets of
the Target and its Domestic Subsidiaries other than those permitted
pursuant to subsection 8.3 or (ii) the Administrative Agent shall have
received evidence reasonably satisfactory to it that UCC-3 termination
statements and other Lien release documentation shall have been duly
executed and delivered on the Closing Date, and all other necessary actions
shall have been duly taken, to the extent necessary to effect the release
of all Liens other than those permitted pursuant to subsection 8.3 on the
assets of the Target and its Domestic Subsidiaries. All actions including
pursuant to clause (q) below necessary to perfect or continue the
perfection of each Specified Agent in any of the collateral shall have been
taken or duly provided for.

(m) PERFECTION CERTIFICATE. The Administrative Agent shall have
received a Perfection Certificate in the form of Exhibit H duly completed
by the US Borrower and its Domestic Subsidiaries.

(n) LEGAL OPINIONS. The Administrative Agent shall have received the
following executed legal opinions, each dated the Closing Date:

(i) the executed legal opinion of Kirkland & Ellis, New York
counsel to the Credit Parties, substantially in the form of Exhibit E-1;
and

(ii) such legal opinions of local counsel to the Credit
Parties, in form and substance reasonably satisfactory to the
Administrative Agent as the Administrative Agent may request.

Each such legal opinion shall cover such other matters incident to the
transactions contemplated by this Agreement as the Administrative Agent may
reasonably require.

(o) CLOSING CERTIFICATE. The Administrative Agent shall have
received a Closing Certificate substantially in the form of Exhibit F
hereto and dated the Closing Date, executed by a Responsible Officer of
each Credit Party.

(p) PLEDGED STOCK. Each Specified Agent shall have received the
pledged stock to be pledged pursuant to, and the acknowledgements and
consents of the Issuers referred to in, the applicable Loan Documents,
together with undated stock powers endorsed in blank for each stock
certificate representing such pledged stock, or, as applicable, such other
documents or notifications required by the applicable Loan Documents.

(q) SURVEYS. The Collateral Agent shall have received, and the title
insurance company issuing the policy referred to in subsection 6.1(r) (the
"TITLE INSURANCE COMPANY") shall have received, maps or plats of an
as-built survey of the sites of the property covered by each Mortgage
certified to the Collateral Agent and the Title Insurance Company in a
manner satisfactory to them, dated (or, in the case of previously prepared
maps, plats or surveys, recertified) a date satisfactory to the Collateral
Agent and the Title Insurance Company, by an independent professional
licensed land surveyor satisfactory to the Collateral Agent and the Title
Insurance Company, which maps or plats and the surveys on which they are
based shall be made in accordance with the Minimum Standard Detail
Requirements for Land Title Surveys jointly established and adopted by the
American Land Title Association and the American Congress on Surveying and
Mapping in 1962, and, without limiting the generality of the foregoing,
there shall be surveyed and shown on such maps, plats or surveys the
following: (i) the locations on such sites of all the buildings, structures
and other improvements and the established building setback lines; (ii) the
lines of streets abutting the sites and width thereof; (iii) all access and
other easements appurtenant to the sites or necessary or desirable to use
the sites; (iv) all roadways, paths, driveways, easements, encroachments
and overhanging projections and similar encumbrances affecting the site,
whether recorded, apparent from a physical inspection of the sites or
otherwise known to the surveyor; (v) any encroachments on any adjoining
property by the building structures and improvements on the sites; and (vi)
if the site is described as being on a filed map, a legend relating the
survey to said map.

(r) TITLE INSURANCE POLICY. The Collateral Agent shall have received
in respect of each parcel covered by each Mortgage a mortgagee's title
policy (or policies) or marked up unconditional binder for such insurance
dated the Closing Date. Each such policy shall (i) be in an amount
satisfactory to the Collateral Agent; (ii) be issued at ordinary rates;
(iii) insure that the Mortgage insured thereby creates a valid first Lien
on such parcel free and clear of all defects and encumbrances, except such
as may be approved by the Collateral Agent; (iv) name the Collateral Agent
for the ratable benefit of the Secured Parties as the insured thereunder;
(v) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and
10/17/84) (or equivalent policies); (vi) contain such endorsements and
affirmative coverage as the Collateral Agent may request and (vii) be
issued by title companies satisfactory to the Collateral Agent (including
any such title companies acting as co-insurers or reinsurers, at the option
of the Collateral Agent). The Collateral Agent shall have received
evidence satisfactory to it that all premiums in respect of each such
policy, and all charges for mortgage recording tax, if any, have been paid.

(s) FLOOD INSURANCE. If required by law and requested by the
Collateral Agent, the Collateral Agent shall have received (i) a policy of
flood insurance which (A) covers any parcel of improved real property which
is encumbered by any Mortgage, (B) is written in an amount not less than
the outstanding principal amount of the indebtedness secured by such
Mortgage which is reasonably allocable to such real property or the maximum
limit of coverage made available with respect to the particular type of
property under the National Flood Insurance Act of 1968, whichever is less,
and (C) has a term ending not earlier than the maturity of the indebtedness
secured by such Mortgage and (ii) confirmation that the Company has
received the notice required pursuant to Section 208(e)(3) of Regulation H
of the Board of Governors of the Federal Reserve System.

(t) COPIES OF DOCUMENTS. The Administrative Agent shall have
received a copy of all recorded documents referred to, or listed as
exceptions to title in, the title policy or policies referred to in
subsection 6.1(r) and a copy, certified by such parties as the
Administrative Agent may deem appropriate, of all other documents affecting
the property covered by each Mortgage.

(u) OTHER DOCUMENTATION. All other documentation, including, without
limitation, any tax sharing agreement, employment agreement, management
compensation arrangement or

other financing arrangement of each of the Borrowers, or any of their
Subsidiaries shall be reasonably satisfactory in form and substance to the
Agents.

6.2 CONDITIONS TO EACH SPECIFIED LOAN. The agreement of each
Specified Lender to make any Specified Loan requested to be made by it on any
date (including the Closing Date) or of the Specified Revolving Credit Lenders
and the Specified Issuing Lender to issue, accept or participate in any
Specified Accommodation is subject to the satisfaction of the following
conditions precedent:

(a) REPRESENTATIONS AND WARRANTIES. Each of the representations and
warranties made by the Credit Parties and their Subsidiaries in or pursuant
to the Loan Documents shall be true and correct in all material respects on
and as of such date as if made on and as of such date, except for any
representation and warranty which is expressly made as of an earlier date,
which representation and warranty shall have been true and correct in all
material respects as of such earlier date.

(b) NO DEFAULT. No Default or Event of Default shall have occurred
and be continuing on such date or after giving effect to the Specified
Loans requested to be made, or Specified Accommodation requested to be
issued or accepted, on such date.

(c) LETTER OF CREDIT APPLICATION. With respect to the issuance of
any Specified Letter of Credit, the Specified Issuing Bank shall have
received a Specified Letter of Credit Application, completed to its
reasonable satisfaction and duly executed by a Responsible Officer;
PROVIDED that if such Specified Letter of Credit is being issued to support
the repayment of any Indebtedness of any Subsidiary of the Specified
Borrower, such Subsidiary shall also execute such Specified Letter of
Credit Application and shall agree to be jointly and severally liable with
the Specified Borrower for any and all obligations arising under or in
connection with such Specified Letter of Credit or the Specified Letter of
Credit Application related thereto.

Each borrowing by a Specified Borrower hereunder and issuance of any Specified
Accommodation shall constitute a representation and warranty by the Specified
Borrower as of the date of such Specified Loan or issuance or acceptance, as the
case may be, that the conditions contained in this subsection 6.2 have been
satisfied.

SECTION 7. AFFIRMATIVE COVENANTS

Each Borrower, as to itself and its Subsidiaries, hereby agrees that,
so long as any Commitment remains in effect, any Loan remains outstanding and
unpaid, any Accommodation is outstanding, or any other Obligations (other than
indemnification obligations not due and payable) are owing to any Secured Party,
each Borrower, as to itself and its Subsidiaries, shall and (except in the case
of delivery of financial information, reports and notices) shall cause each of
its Subsidiaries to:

7.1 FINANCIAL STATEMENTS. Furnish to the Administrative Agent:

(a) as soon as available, but in any event within one hundred twenty
(120) days after the end of each fiscal year of the US Borrower, a copy of
the consolidated (and unaudited consolidating for the US and UK operations
only) balance sheet of the US Borrower and its consolidated Subsidiaries as
at the end of such year and the consolidated (and unaudited consolidating
for the US and UK operations only) statements of income and retained
earnings and consolidated statement of cash flows for such year, setting
forth in each case in comparative form the figures for the previous year,
reported on without a "going concern" or like qualification or exception,
or qualification arising out of the scope of the audit, by independent
certified public accountants of nationally recognized standing;

(b) as soon as available, but in any event not later than sixty (60)
days after the end of each of the first three (3) quarterly periods of each
fiscal year of the US Borrower, the unaudited consolidating for the US and
UK operations only and unaudited consolidated balance sheet of the US
Borrower and its consolidated Subsidiaries as at the end of such quarter
and the related unaudited consolidating for the US and UK operations only
and unaudited consolidated statements of income and retained earnings and
consolidated statement of cash flows of the US Borrower and its
consolidated Subsidiaries for such quarter and the portion of the fiscal
year through the end of such quarter, setting forth in each case in
comparative form (i) the figures for the previous year and (ii) the figures
set forth in the relevant budgets required to be delivered in accordance
with subsection 7.2(c), certified by a Responsible Officer as being fairly
stated in all material respects (subject to normal year-end audit
adjustments and the absence of footnotes);

all such financial statements shall fairly present in all material respects the
consolidated and consolidating for the US and UK operations only financial
position of the US Borrower and its Subsidiaries as of such date and shall be
prepared in reasonable detail and in accordance with GAAP applied consistently
throughout the periods reflected therein and with prior periods (except as
approved by such accountants or officer, as the case may be, and disclosed
therein).

7.2 CERTIFICATES; OTHER INFORMATION. Furnish to the Administrative
Agent:

(a) concurrently with the delivery of the financial statements
referred to in subsection 7.1(a), (i) a certificate of the independent
certified public accountants reporting on such financial statements stating
that in making the examination necessary therefor no knowledge was obtained
of any Default or Event of Default relating to the covenants contained in
subsection 8.1, except as specified in such certificate and (ii) a report
of a reputable insurance broker with respect to the insurance required by
the Guarantee and Collateral Agreement;

(b) concurrently with the delivery of the financial statements
referred to in subsections 7.1(a) and 7.1(b), (x) a certificate of a
Responsible Officer stating that, to the best of such Responsible Officer's
knowledge, (i) each of the Borrowers and their respective Subsidiaries has
observed or performed all of its respective covenants and other agreements,
and satisfied every condition, contained in this Agreement, in the Notes
and the other Loan Documents to which it is a party to be observed,
performed or satisfied by it, in all material respects, and that such
Responsible Officer has obtained no knowledge of any Default or Event of
Default except as specified in such certificate, (ii) stating that all such
financial statements fairly present in all material respects (subject, in
the case of interim statements, to normal year-end audit adjustments and
the absence of footnotes) and have been prepared in reasonable detail and
in accordance with GAAP applied consistently throughout the periods
reflected therein (except as disclosed therein) and (iii) showing in detail
the calculations supporting such statement in respect of subsections 8.1
and 8.8 and (y) to the extent not previously disclosed to the
Administrative Agent, a listing of any county or state within the United
States where any Credit Party keeps inventory or equipment and of any
Intellectual Property acquired by any Loan Party since the date of the most
recent list delivered pursuant to this clause (y) (or, in the case of the
first such list so delivered, since the Closing Date);

(c) as soon as available but not later than ninety (90) days after
the end of each fiscal year of the US Borrower, a copy of the projections
by the US Borrower of the operating budget and cash flow budget of the US
Borrower and its Subsidiaries for the

succeeding fiscal year, such projections to be accompanied by a certificate
of a Responsible Officer to the effect that such projections have been
prepared in good faith and based upon reasonable assumptions;

(d) as soon as reasonably practicable after the same are filed,
copies of all financial statements and reports which the US Borrower or any
Subsidiary may make to, or file with, the Securities and Exchange
Commission or any successor or analogous Governmental Authority; and

(e) promptly, such additional financial and other information as any
Lender may from time to time reasonably request (including, without
limitation, any supplemental reports with respect to the insurance required
by the Guarantee and Collateral Agreement).

7.3 PAYMENT OF OBLIGATIONS. Pay, discharge or otherwise satisfy at
or before maturity or before they become delinquent, as the case may be, all its
material obligations of whatever nature (other than Indebtedness), except where
the amount or validity thereof is currently being contested in good faith by
appropriate proceedings and reserves in conformity with GAAP with respect
thereto have been provided on the books of the US Borrower or its Subsidiaries,
as the case may be and to the extent that failure to comply therewith could not,
in the aggregate, reasonably be expected to have a Material Adverse Effect;
PROVIDED that, notwithstanding the foregoing, the US Borrower and each of its
Subsidiaries shall have the right to pay any such obligation and in good faith
contest, by proper legal actions or proceedings, the validity or amount of such
claims.

7.4 CONDUCT OF BUSINESS AND MAINTENANCE OF EXISTENCE. (a) Except as
provided in subsection 8.5, continue to engage in business of the same general
type as now conducted by it and preserve, renew and keep in full force and
effect its corporate existence and take all reasonable action to maintain all
rights, privileges and franchises necessary in the normal conduct of its
business except if (i) in the reasonable business judgment of the US Borrower or
such Subsidiary, as the case may be, it is in its economic interest not to
preserve and maintain such rights or franchises, and (ii) such failure to
preserve and maintain such privileges, rights or franchises could not reasonably
be expected to have a Material Adverse Effect; and (b) comply with all
Contractual Obligations and Requirements of Law except to the extent that
failure to comply therewith could not, individually or in the aggregate, be
reasonably expected to have a Material Adverse Effect.

7.5 MAINTENANCE OF PROPERTY; INSURANCE. (a) Keep all property
(including the Mortgaged Properties) necessary in its business in good working
order and condition (ordinary wear and tear and damage by casualty excepted);
maintain with financially sound and reputable insurance companies insurance on
all its property in at least such amounts and against at least such risks (but
including in any event public liability, product liability and business
interruption) as are customarily insured against in the same general area by
companies engaged in the same or a similar business or as otherwise reasonably
requested by the Specified Agent; and furnish to the Administrative Agent, upon
written request, full information as to the insurance carried except to the
extent that the failure to do any of the foregoing with respect to any such
property could not reasonably be expected to materially adversely affect the
value or usefulness of such property.

(b) With respect to Inventory and Equipment (as defined in the
Guarantee and Collateral Agreement) (i) maintain, with financially sound and
reputable companies, insurance policies insuring the Inventory and Equipment
against loss by fire, explosion, theft and such other casualties as are
customary for businesses of the same or similar type and (ii) insuring the US
Borrower or any of its Domestic Subsidiary, as the case may be, against
liability for personal injury and property damage relating to such Inventory and
Equipment, such policies to be in such form and amounts and having such coverage
as are customary for businesses of the same or similar type.

(c) All such insurance shall (i) provide that no cancellation in
coverage thereof shall be effective until at least thirty (30) days after
receipt by the Collateral Agent of written notice thereof, (ii) name the
Collateral Agent for the ratable benefit of the Secured Parties as insured
party, lender loss payee or, with respect to the Mortgaged Properties, mortgagee
under a standard mortgage clause, and (iii) if reasonably requested by the
Collateral Agent, include a breach of warranty clause.

7.6 INSPECTION OF PROPERTY; BOOKS AND RECORDS; DISCUSSIONS. Keep
proper books of records and account in which full, true and correct entries in
conformity with GAAP and all Requirements of Law shall be made of all dealings
and transactions in relation to its business and activities; and prior to the
occurrence and continuance of a Default or an Event of Default not to exceed two
times a year for each Lender and at any time upon the occurrence and during the
continuance of a Default or Event of Default, permit representatives of any
Specified Lender in connection with such Lender's credit analysis of the US
Borrower to visit and inspect any of its properties and examine and make
abstracts from any of its books and records upon reasonable advance notice at
any reasonable time on any Business Day and to discuss the business, operations,
properties and financial and other condition of the US Borrower and its
Subsidiaries with officers and employees of the US Borrower and its Subsidiaries
and with its independent certified public accountants; PROVIDED that the
Specified Agent or such Specified Lender shall notify the US Borrower prior to
any contact with such accountants and give the US Borrower the opportunity to
participate in such discussions; PROVIDED, that prior to the occurrence of any
Default or Event of Default the Borrowers shall not be required to pay for any
visits by any Lender in excess of one visit per year.

7.7 NOTICES. Promptly give notice to the Administrative Agent and
each Lender of:

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

(b) any (i) default or event of default under any Contractual
Obligation of the US Borrower or any of its Subsidiaries or (ii)
litigation, investigation or proceeding which may exist at any time between
the US Borrower or any of its Subsidiaries and any Governmental Authority,
which in either case, could reasonably be expected to have a Material
Adverse Effect;

(c) the following events, if, in the aggregate, they could reasonably
be expected to have a Material Adverse Effect: (i) the occurrence or
expected occurrence of any Reportable Event with respect to any Single
Employer Plan, a failure to make any required contribution to a Plan, the
creation of any Lien in favor of the PBGC or a Single Employer Plan or any
withdrawal from, or the termination, Reorganization or

Insolvency of, any Multiemployer Plan or (ii) the institution of
proceedings or the taking of any other action by the PBGC or the US
Borrower or any Commonly Controlled Entity or any Multiemployer Plan with
respect to the withdrawal from, or the terminating, Reorganization or
Insolvency of, any Single Employer Plan or Multiemployer Plan;

(d) the occurrence of any Material Adverse Change; and

(e) the receipt by the US Borrower or any Subsidiary of any
complaint, order, citation, notice or other written communication from any
Person with respect to the existence or alleged existence of a violation of
any Environmental Laws or Materials of Environmental Concern or any other
environmental, health or safety matter including the occurrence of any
spill, discharge or release in a quantity that is reportable under any
Environmental Law on any Mortgaged Property or any other property owned,
leased or utilized by the US Borrower or any Subsidiary of the US Borrower
but only to the extent that such complaint, order, citation, notice or
written communication in the aggregate could reasonably be expected to have
a Material Adverse Effect.

Each notice pursuant to this subsection shall be accompanied by a statement of a
Responsible Officer setting forth details of the occurrence referred to therein
and stating what action the US Borrower or the applicable Commonly Controlled
Entity proposes to take with respect thereto.

7.8 ENVIRONMENTAL LAWS.

(a) Comply in all material respects with, and will use reasonable
best efforts to ensure compliance in all material respects by all tenants
and subtenants, if any, with, all applicable Environmental Laws, except to
the extent that failure to comply therewith could not, in the aggregate, be
reasonably expected to have a Material Adverse Effect;

(b) Conduct and complete (or cause to be conducted and completed) all
investigations, studies, sampling and testing, and all remedial, removal
and other actions required under Environmental Laws and in a timely fashion
comply in all material respects with all lawful orders and directives of
all Governmental Authorities regarding Environmental Laws, except to the
extent that the same are being contested in good faith by appropriate
proceedings or to the extent that the failure to take such actions could
not in the aggregate be reasonably expected to have a Material Adverse
Effect; and

(c) Defend, indemnify and hold harmless the Specified Agent and the
Specified Lenders, and their respective employees, agents, officers,
directors and controlling persons, from and against any and all claims,
demands, penalties, fines, liabilities, settlements, damages, costs and
expenses of whatever kind or nature known or unknown, contingent or
otherwise, arising out of, or in any way relating to the violation of,
noncompliance with or liability under, any Environmental Law applicable to
the operations of the US Borrower, any of its Subsidiaries or the
Properties, or any orders, requirements or demands of Governmental
Authorities related thereto, including, without limitation, reasonable
attorney's and consultant's fees, investigation and laboratory fees,
response costs, court costs and litigation expenses, except to the extent
that any of the foregoing arise out of or relate to the gross negligence or
wilful misconduct of the Specified Agent or any of the Specified Lenders,
or any post-foreclosure actions not taken in accordance with the Assets
Conservation, Lender

Liability and Deposit Insurance Protection Act of 1996 or any similar
foreign law. The agreements in this paragraph shall survive repayment of
all Specified Loans and all other amounts payable hereunder.

7.9 PLEDGE OF AFTER ACQUIRED PROPERTY. If at any time following the
Closing Date any Specified Borrower or any Subsidiary shall acquire at any time
property of any nature whatsoever with a monetary value on the date of such
acquisition in excess of the Equivalent Amount of $5,000,000 in the aggregate,
the Specified Borrower and any such Subsidiary shall grant to the Specified
Agent for the ratable benefit of the Specified Lenders a first priority or first
ranking (subject to then existing Liens of the type permitted in Section 8.3)
Lien on and security interest in such property as collateral security for the
Specified Obligations pursuant to documentation reasonably satisfactory to the
Specified Agent and take such actions as the Specified Agent shall reasonably
require to ensure the priority and perfection of such Lien, PROVIDED that (i)
only 65% of the voting Capital Stock of any direct Foreign Subsidiary which is a
Material Subsidiary of the US Borrower or its Domestic Subsidiaries need be so
pledged, (ii) no voting Capital Stock or assets of any indirect Foreign
Subsidiary of the US Borrower or its Domestic Subsidiaries need be so pledged
unless such Foreign Subsidiary is also a Material Subsidiary of a Foreign
Subsidiary Borrower and such pledge is only to secure the Specified Obligations
of such Foreign Subsidiary Borrower, in which case subsection 7.10 shall be
complied with, (iii) with respect to real or immovable property, only fee owned
real estate or immovable property in excess of the Equivalent Amount of
$5,000,000 need be mortgaged, and (iv) property subject to a Lien permitted by
subsection 8.3(h) or falling within 8.14(a)(ii) need not be so pledged.

7.10 ADDITIONAL SUBSIDIARIES. If, at any time, any Specified
Borrower or any of its Subsidiaries shall form any new Material Subsidiary after
the date of this Agreement or any Subsidiary becomes a Material Subsidiary, such
Specified Borrower or such Material Subsidiary, as the case may be, shall,
subject to applicable Requirements of Law (i) cause any such Material Subsidiary
to guarantee the Specified Obligations to the extent permitted by law, and
(ii) cause each holder of any Capital Stock of such Material Subsidiary to
pledge 100% of such Capital Stock to the Specified Agent which shall be
accompanied by such resolutions, incumbency certificates and legal opinions as
are reasonably requested by the Specified Agent; PROVIDED, that (i) in the event
such Material Subsidiary is a direct Foreign Subsidiary of the US Borrower or
its Domestic Subsidiaries, (x) only 65% of the voting Capital Stock of such
Foreign Subsidiary need be pledged to the Collateral Agent and (y) such Foreign
Subsidiary need not provide any guarantee or a security interest in its assets,
and (ii) no voting Capital Stock or assets of any indirect Foreign Subsidiary of
the US Borrower or its Domestic Subsidiaries need be so pledged unless such
Foreign Subsidiary is also a Subsidiary of a Foreign Subsidiary Borrower and
such pledge is only to secure the Specified Obligations of such Foreign
Subsidiary Borrower, in which case the foregoing shall be complied with, subject
to applicable Requirements of Law.

7.11 INTELLECTUAL PROPERTY. Whenever the US Borrower or any other
Credit Party, either by itself or through any agent, employee, licensee or
designee, shall file an application for the registration of any Copyright,
Patent or Trademark with the United States Patent and Trademark Office or any
similar office or agency in any other country or any political subdivision
thereof, the US Borrower shall or shall cause such other Credit Party to report
such filing to the Specified Agent within five (5) Business Days after the last
day of the fiscal quarter in which such filing occurs. Upon request of the
Specified Agent, the US Borrower and such Credit Party shall execute and deliver
any and all agreements, instruments, documents, and

papers as the Collateral Agent may reasonably request to evidence the
Administrative Agent's security interest in any Copyright, Patent or Trademark
or such Intellectual Property and the goodwill and general intangibles of the US
Borrower or such Credit Party relating thereto or represented thereby.

7.12 USE OF PROCEEDS. Use the Specified Revolving Credit Commitments
for working capital and general corporate purposes of the Specified Borrower and
its Subsidiaries and Permitted Acquisitions, which shall include up to
$6,000,000 to finance the Nelson Acquisition and the fees and expenses in
connection therewith, PROVIDED that, no more than L15,000,000 of the English
Revolving Credit Commitments may be used for purposes other than the Bank
Guarantee Letters of Credit, reimbursement obligations in respect thereof and
obligations in respect of the related loan notes. Use the Additional US Tranche
A Term Loans to finance the Transactions and to pay fees and expenses in
connection therewith.

7.13 INTEREST RATE PROTECTION AGREEMENTS. Within 90 days following
the Closing Date, ensure that at all times during the two year period following
the date that is 90 days following the Closing Date at least 40% of the sum of
the Senior Subordinated Notes and the Term Loans bears interest at a fixed rate
or is subject to interest rate protection reasonably satisfactory to the
Administrative Agent.

SECTION 8. NEGATIVE COVENANTS

Each Borrower as to itself and its Subsidiaries hereby agrees that, so
long as the Specified Commitments remain in effect, any Specified Loan remains
outstanding and unpaid, any Specified Accommodation remains outstanding or any
other Obligations (other than indemnification obligations not due and payable)
are owing to any Secured Party, each Borrower as to itself and its Subsidiaries
shall not, and (except with respect to subsection 8.1) shall not permit any of
its Subsidiaries to, directly or indirectly:

8.1 FINANCIAL CONDITION COVENANTS.

(a) INTEREST COVERAGE RATIO. Permit the Interest Coverage Ratio for
any period of four consecutive calendar quarters ending during any period
set forth below to be less than the ratio set forth opposite such period
below:

Period Ratio
------ -----

Closing Date through December 31, 1999 1.75 to 1.00
January 1, 2000 through December 31, 2000 2.00 to 1.00
January 1, 2001 through December 31, 2001 2.25 to 1.00
January 1, 2002 and thereafter 2.75 to 1.00

(b) LEVERAGE RATIO. Permit the Leverage Ratio at the last day of any
fiscal quarter occurring during any period set forth below to be greater
than the ratio set forth opposite such period below:

Fiscal Quarter Ratio
-------------- -----

Closing Date through December 31, 1999 5.75 to 1.00
January 1, 2000 through December 31, 2000 5.25 to 1.00
January 1, 2001 through December 31, 2001 4.75 to 1.00
January 1, 2002 and thereafter 4.50 to 1.00

(c) SENIOR DEBT RATIO. Permit the Senior Debt Ratio at the last day
of any fiscal quarter occurring on or after September 30, 2000 to be
greater than 3.00 to 1.00.

(d) MINIMUM CASH RETAINED EARNINGS. At the last day of any fiscal
quarter occurring during any period set forth below, permit (a) the sum of
(i) $175,000,000, (ii) 100% of the Net Cash Proceeds of any equity
securities issued by the US Borrower from the Original Closing Date through
such day of determination (other than those referred to in subsection
6.1(e)) and (iii) 100% of Consolidated Net Income from May 1, 1999 through
such day of determination, to be less than (b) the sum of (i) $156,000,000,
(ii) 75% of the Net Cash Proceeds of any equity securities issued by the US
Borrower from the Original Closing Date through such day of determination
(other than those referred to in subsection 6.1(e)) and (iii) 50% of
Consolidated Net Income for each fiscal quarter (or, in the case of the
first fiscal quarter concluding after the Original Closing Date, the period
from May 1, 1999 to such date of conclusion) of the US Borrower for which
Consolidated Net Income is a positive number commencing from May 1, 1999
through such day of determination.

8.2 LIMITATION ON INDEBTEDNESS. Create, incur, assume or suffer to
exist any Indebtedness, except:

(a) Indebtedness of the Credit Parties under the Loan Documents;

(b) Indebtedness among the Credit Parties and their Subsidiaries
arising as a result of intercompany loans (including the conversion into
intercompany indebtedness of any investments made in the form of equity and
permitted hereunder); PROVIDED that any such loan made by a Credit Party is
evidenced by an Intercompany Note pledged by such Credit Party to secure
its Obligations pursuant to documentation reasonably satisfactory to the
Administrative Agent.

(c) Indebtedness of Subsidiaries of the US Borrower outstanding on
the Closing Date and listed on Schedule 8.2 and extensions, renewals or
replacements thereof provided that no such extension, renewal or
replacement shall increase the principal amount thereof;

(d) Indebtedness resulting from the endorsement of negotiable
instruments in the ordinary course of business;

(e) Indebtedness of Subsidiaries of the US Borrower in respect of
obligations under Financing Leases and purchase money Indebtedness in an
aggregate amount outstanding not to exceed Equivalent Amount of $16,250,000
at any one time;

(f) Indebtedness in respect of Interest Rate Agreements for hedging
purposes only and not for speculative purposes;

(g) Indebtedness of any Credit Party (other than the US Borrower) to
any other Credit Party from intercompany transfers of assets made in the
ordinary course of business or to the extent permitted under subsections
8.6 and 8.9;

(h) Guarantee Obligations permitted by subsection 8.4;

(i) Indebtedness subject to Liens permitted under subsections 8.3(b),
(c), (d), and (e);

(j) additional Indebtedness of Subsidiaries of the US Borrower in an
aggregate principal amount outstanding not to exceed the Equivalent Amount
of $19,500,000 at any one time;

(k) Indebtedness of English Bidco and English Borrower in respect of
Guaranteed Loan Notes not to exceed L17,823,330.80;

(l) Indebtedness of a Credit Party which is a Domestic Subsidiary of
the US Borrower incurred to fund part of the cost of a Permitted
Acquisition, PROVIDED, (A) (i) such Indebtedness is owed to the selling
party and is evidenced by a promissory note or (ii) so long as the Senior
Debt Ratio is less than or equal to 2.75 to 1.0 both before and after
giving effect to such Permitted Acquisition, such Indebtedness is in an
aggregate principal amount during the term of this Agreement not in excess
of $65,000,000, (B) any such Indebtedness is subordinated to the
Obligations hereunder on terms reasonably satisfactory to the
Administrative Agent, and (C) immediately after giving effect to the
incurrence of such Indebtedness, no Event of Default exists;

(m) RESERVED;

(n) Indebtedness in respect of the Senior Subordinated Notes;

(o) Indebtedness of the US Borrower owing to outside directors,
employees or members of management in connection with the repurchase of any
Capital Stock permitted pursuant to subsection 8.7(a)(ii); PROVIDED, that
(i) such Indebtedness shall be subordinated to payment of the Obligations
on terms satisfactory to the Administrative Agent and (ii) such
Indebtedness shall provide that no payments of principal, interest or other
amounts may be paid in cash thereon prior to October 21, 2007;

(p) Indebtedness owing to any insurance company in connection with
the financing of any insurance premiums permitted by such insurance company
in the ordinary course of business;

(q) Indebtedness assumed in connection with a Permitted Acquisition
permitted by subsection 8.9(k); PROVIDED, that such Indebtedness was in
existence at the time of such Permitted Acquisition and was not created in
contemplation thereof; and

(r) in the case of the US Borrower, the Tower Subordinated Debt.

8.3 LIMITATION ON LIENS. Create, incur, assume or suffer to exist
any Lien upon any of its property, assets or revenues, whether now owned or
hereafter acquired, except for:

(a) Liens created by the Loan Documents in favor of the Specified
Agent or the Lenders;

(b) Liens for taxes not yet due or which are being contested in good
faith by appropriate proceedings, PROVIDED that adequate reserves with
respect to contested taxes are maintained on the books of the US Borrower
or its Subsidiaries, as the case may be, in conformity with GAAP;

(c) carriers', landlord's, warehousemen's, mechanics', materialmen's,
repairmen's or other like Liens arising in the ordinary course of business
which are not overdue for a period of more than sixty (60) days or which
are being contested in good faith by appropriate proceedings;

(d) pledges or deposits in connection with workers' compensation,
unemployment insurance and other social security legislation;

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

(f) easements, rights-of-way, zoning restrictions, restrictions,
minor defects, encroachments or irregularities in title and other similar
encumbrances (i) previously or hereinafter incurred in the ordinary course
of business which, in the aggregate, are not material in amount and which,
in the case of such encumbrances on any of the Properties covered by the
Mortgages, do not in the aggregate materially detract from the value of the
Property subject thereto or, in the case of such encumbrances on any
property, materially interfere with the ordinary conduct of the business of
the US Borrower or its Subsidiaries or (ii) which are set forth in the
"marked up" commitments for title insurance delivered to the Administrative
Agent on the Closing Date or thereafter;

(g) Liens in existence on the Closing Date listed on Schedule 8.3,
securing Indebtedness permitted by subsection 8.2(c) (including extensions,
renewals and replacements of such Indebtedness as permitted under
subsection 8.2(c)), PROVIDED that no such Lien is spread to cover any
additional property (other than after acquired title in or on such property
and proceeds of the existing collateral in accordance with the instrument
creating such Lien) after the Closing Date and that the amount of
Indebtedness secured thereby is not increased except pursuant to the
instrument creating such Lien (without any modification thereof) other than
as set forth in subsection 8.2(c);

(h) purchase money Liens and Liens in respect of Financing Leases
upon or in any property acquired or held by Subsidiaries of the US Borrower
to secure Indebtedness permitted under subsection 8.2(e) incurred solely
for the purpose of financing the acquisition of such property, and Liens
existing on such property at the time of its acquisition or existing on
property of any Person that becomes a Subsidiary after the date hereof at
the time such Person becomes a Subsidiary (other than any such Lien created
in contemplation of such acquisition);

(i) Liens on assets of a Foreign Subsidiary which is not a Credit
Party securing working capital lines of such Foreign Subsidiary to the
extent (x) the Indebtedness secured thereby is permitted under subsection
8.2(j) or (y) is the Indebtedness of the Spanish Subsidiary referred to on
Schedule 8.2;

(j) licenses, leases or subleases permitted hereunder granted to
others not interfering in any material respect in the business of the US
Borrower or any of its Subsidiaries;

(k) attachment or judgment Liens (other than judgment Liens paid or
fully covered by insurance which are not outstanding for more than sixty
(60) days) in an aggregate amount outstanding at any one time not in excess
of the Equivalent Amount of $6,500,000;

(l) Liens arising from precautionary Uniform Commercial Code
financing statement filings with respect to operating leases or consignment
arrangements entered into by Subsidiaries of the US Borrower in the
ordinary course of business;

(m) Liens in favor of a banking institution arising by operation of
law encumbering deposits (including the right of set-off) held by such
banking institutions incurred in the ordinary course of business and which
are within the general parameters customary in the banking industry;

(n) Liens (not otherwise permitted hereunder) which secure
obligations not exceeding (as to Subsidiaries of the US Borrower) the
Equivalent Amount of $13,000,000 in aggregate amount at any time
outstanding; and

(o) Liens existing on any property or asset prior to the acquisition
thereof by Subsidiaries of the US Borrower, PROVIDED THAT (i) such Lien is
not created in contemplation of such acquisition and (ii) such Lien does
not apply to any other property or other assets of any Subsidiary of the US
Borrower.

8.4 LIMITATION ON GUARANTEE OBLIGATIONS. Create, incur, assume or
suffer to exist any Guarantee Obligation except:

(a) Guarantee Obligations pursuant to the Loan Documents;

(b) guarantees of Indebtedness by Subsidiaries of the US Borrower
permitted pursuant to subsection 8.2(c) in existence on the Closing Date
and set forth on Schedule 8.4 and extensions, renewals and replacements
thereof, PROVIDED, however, that no such extension, renewal or replacement
shall (i) amend or modify the subordination provisions, if any, contained
in such guarantee in a manner adverse to the Secured Parties, or (ii)
increase the principal amount of such Indebtedness guaranteed by the
original guarantee;

(d) indemnities given in the ordinary course of business in favor of
the companies issuing title insurance policies insuring the title to any
property to induce such issuance;

(e) surety bonds issued in the ordinary course of business in respect
of the type of obligations described in subsection 8.3(e);

(f) indemnities made in the Loan Documents, the Transaction Documents
or in any of the agreements contemplated hereby and thereby and in the
financial advisory agreement described in subsection 8.11(b)(ii) and in the
corporate charter and/or bylaws of the US Borrower and its Subsidiaries;

(g) guarantees by English Borrower of the Guaranteed Loan Notes;

(h) indemnities and guarantees (other than guarantees of Indebtedness
(other than Indebtedness of Subsidiaries of the US Borrower permitted
hereunder)) made in the ordinary course of business, PROVIDED that such
indemnities and guarantees could not in the aggregate reasonably be
expected to have a Material Adverse Effect;

(i) guarantees of Indebtedness of any Subsidiary of the US Borrower
permitted under Section 8.2 to the extent that such Subsidiary has granted
a security interest in its material assets for the benefit of the Lenders;

(j) Guarantee Obligations of Subsidiaries in respect of Indebtedness
under any Interest Rate Agreement permitted under subsection 8.2(f);

(k) additional Guarantee Obligations in aggregate principal amount
not to exceed $6,500,000 at any one time; and

(l) Guarantee Obligations of Subsidiaries under the Senior
Subordinated Note Indenture in respect of the Senior Subordinated Notes.

8.5 LIMITATION ON FUNDAMENTAL CHANGES. Enter into any merger,
consolidation or amalgamation, or liquidate, wind up or dissolve itself (or
suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer
or otherwise dispose of, all or substantially all of its property, business or
assets, or make any material change in its present method of conducting
business, except (i) any Domestic Subsidiary of a Specified Borrower may be
merged or consolidated with or into such Specified Borrower (PROVIDED that the
Specified Borrower shall be the continuing or surviving corporation) or with or
into any one or more Wholly Owned Subsidiaries of any such Specified Borrower
(PROVIDED that no Domestic Subsidiary of the US Borrower may be merged or
consolidated with or into any Foreign Subsidiary of the US Borrower unless such
Domestic Subsidiary shall be the surviving corporation), (ii) any Subsidiary of
a Specified Borrower may liquidate or dissolve if, in connection therewith, all
of its assets are transferred to such Specified Borrower (or a Subsidiary
thereof which is a Credit Party), (iii) any Subsidiary which is not a Material
Subsidiary may liquidate or dissolve, (iv) any Foreign Subsidiary may be merged
or consolidated with or into another Foreign Subsidiary (PROVIDED that if any
such merger or consolidation involves a Credit Party, such Credit Party shall be
the continuing or surviving corporation), (v) in the case of a Subsidiary of the
US Borrower, to the extent necessary to effect any Permitted Acquisitions and
(vi) any transaction permitted by subsection 8.6(d).

8.6 LIMITATION ON SALE OF ASSETS. Convey, sell, lease, assign,
transfer or otherwise dispose of any of its property, business or assets
(including, without limitation, receivables and leasehold interests), whether
now owned or hereafter acquired, except:

(a) obsolete, negligible, surplus or worn out property disposed of in
the ordinary course of business or property that is no longer used or
useful in the conduct of the US Borrower's business disposed of in the
ordinary course of business;

(b) the sale, transfer or exchange of inventory in the ordinary
course of business;

(d) so long as immediately before and after giving effect thereto no
Default or Event of Default exists, any sale or other transfer of any
property or assets having an aggregate fair market value not exceeding 10%
of Consolidated Total Assets of the US Borrower and its Subsidiaries prior
to giving effect to such disposition, PROVIDED that the Net Cash Proceeds
of each such transaction are applied to the prepayment of the Loans to the
extent required by subsection 2.9;

(e) intercompany sales or transfers of assets made (i) in the
ordinary course of business, (ii) between Credit Parties, (iii) from Credit
Parties to Subsidiaries which are not Credit Parties if such sales or
transfers are for at least fair market value or (iv) between Subsidiaries
which are not Credit Parties;

(f) licenses or sublicenses of intellectual property and general
intangibles and licenses, leases or subleases of other property in the
ordinary course of business and which do not materially interfere with the
business of the US Borrower and its Subsidiaries;

(g) any consignment arrangements or similar arrangements for the sale
of assets in the ordinary course of business;

(h) the sale or discount of overdue accounts receivable arising in
the ordinary course of business, but only in connection with the compromise
or collection thereof;

(i) dispositions permitted by subsection 8.5; and

(j) the sale of assets to the extent that such assets are exchanged
for credit against the purchase price of productive assets, or the proceeds
of such sale are reasonably promptly applied to the purchase price of
productive assets.

8.7 LIMITATION ON RESTRICTED PAYMENTS. Declare or pay any dividend
(other than dividends payable solely in common stock of the US Borrower) on, or
make any payment on account of, or set apart assets for a sinking or other
analogous fund for, the purchase, redemption, defeasance, retirement or other
acquisition of, any class of Capital Stock of the US Borrower or any of its
Subsidiaries or any warrants or options to purchase any such Capital Stock,
whether now or hereafter outstanding, or make any other distribution in respect
thereof, either directly or indirectly, whether in cash or property, obligations
of the US Borrower, any Subsidiary or otherwise (such declarations, payments,
setting apart, purchases, redemptions, defeasances, retirements, acquisitions
and distributions being herein called "RESTRICTED PAYMENTS"), except that:

(a) Subsidiaries of the US Borrower may make Restricted Payments to
other Subsidiaries of the US Borrower and to the US Borrower and the US
Borrower may make the respective Restricted Payments, so long as (except in
the cases of clauses (i), (iii) and (v)) no Event of Default has occurred
and is continuing or would be continuing after giving effect to such
Restricted Payment:

(i) the proceeds of which shall be applied by the US
Borrower directly to pay its out of pocket expenses, for
administrative, legal and accounting services provided by third
parties that are reasonable and customary and incurred in the
ordinary course of business for such professional services, or to
pay franchise fees and similar costs or to pay operating expenses
in the ordinary course of business, including salaries or other
compensation of employees;

(ii) payments, the proceeds of which will be used to
repurchase the Capital Stock or other equity securities of the US
Borrower from outside directors, employees, officers or members
of the management of the US Borrower, or any Subsidiary, at a
price not in excess of fair market value, in an aggregate amount
not in excess of $3,250,000 in any fiscal year and $13,000,000 in
the aggregate during the term of this Agreement plus the cash
proceeds received by the US Borrower as a result of any resales
of any such Capital Stock or other securities and plus the amount
of Indebtedness referred to in subsection 8.2(o);

(iii) payments, the proceeds of which will be used to pay
taxes of the US Borrower as part of a consolidated group;

(iv) payments, the proceeds of which will be used to pay
management fees and expenses to Hidden Creek as described in
subsection 8.11(b)(ii); and

(v) Restricted Payments may be made to the US Borrower to be
applied by the US Borrower to the payment of regularly scheduled
payments on the Senior Subordinated Notes due within five Business
Days to the extent such payments are then permitted by the
subordination provisions contained in the Senior Subordinated Notes.

(b) any Subsidiary of any of the Borrowers may make Restricted
Payments to the Specified Borrower or to their respective Subsidiaries;

(d) the US Borrower may make scheduled interest payments (as scheduled
on the Closing Date) when due on the Tower Subordinated Debt to the extent
permitted under the subordination provisions applicable thereto.

8.8 LIMITATION ON CAPITAL EXPENDITURES. (a) Make or commit to make
any Capital Expenditure except for expenditures in the ordinary course of
business not exceeding, in the aggregate for the US Borrower and its
Subsidiaries during any of the fiscal years of the US Borrower set forth below
the sum of (x) the amount set forth opposite such fiscal year below (the "BASE
CAPEX AMOUNT") and (y) the then unused Permitted Expenditure Amount, PROVIDED
THAT, (b) to the extent Capital Expenditures made in any particular year are
less than the amount set forth below with respect to such year, the amount of
such difference (other than the component thereof described in clause (y)) (the
"CAPEX ROLLOVER") may be carried forward and spent in the subsequent year:

Fiscal Year Amount
----------- ------

1999 $37,500,000

2000 $50,000,000

2001 and each year thereafter $40,000,000

8.9 LIMITATION ON INVESTMENTS, LOANS AND ADVANCES. Make any advance,
loan, extension of credit or capital contribution to, or purchase any stock,
bonds, notes, debentures or other securities of or any assets constituting a
business unit of, or make any other investment in, any Person ("INVESTMENTS"),
except:

(a) extensions of trade credit in the ordinary course of business;

(b) Investments in Cash Equivalents;

(c) (i) Investments (other than Permitted Acquisitions) by the
US Borrower and its Subsidiaries in any of the Credit Parties,
including any new Subsidiary which

becomes a Credit Party and (ii) Investments in Foreign Subsidiaries of the
US Borrower that are not Credit Parties not to exceed the sum of (x)
$6,500,000 in the aggregate plus (y) intercompany indebtedness permitted
by subsection 8.2(b);

(d) loans and advances by the US Borrower or its Subsidiaries to
their respective directors, officers and employees (a) which are in the
form of notes payable by such directors, officers and employees to the US
Borrower or its Subsidiaries and used to finance the purchase of Capital
Stock of the US Borrower or its Subsidiaries or (b) in an aggregate
principal amount not exceeding the Equivalent Amount of $1,300,000 at any
one time outstanding;

(e) loans, advances or Investments in existence on the Closing Date
and listed on Schedule 8.9, and extensions, renewals, modifications or
restatements or replacements thereof, PROVIDED that no such extension,
renewal, modification or restatement shall (i) increase the amount of the
original loan, advance or investment, or (ii) adversely affect the
interests of the Secured Parties with respect to such original loan,
advance or investment or the interests of the Specified Lenders under this
Agreement or any other Loan Document in any material respect;

(f) Investments permitted by subsection 8.2(b), subsection 8.4,
subsection 8.7 and by subsection 8.8;

(g) promissory notes and other similar non-cash consideration
received in the ordinary course of business by the Subsidiaries of the US
Borrower in connection with the dispositions permitted by subsection 8.6;

(h) Investments in Interest Rate Agreements;

(i) Investments (including debt obligations and Capital Stock)
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;

(j) in addition to the foregoing, Investments by Subsidiaries of the
US Borrower in an aggregate amount not exceeding the Equivalent Amount of
$13,000,000 (at cost, without regard to any write down or write up thereof)
at any one time outstanding;

(k) so long as after giving effect thereto no Default or Event of
Default shall have occurred and be continuing, Investments after the
Closing Date by Subsidiaries of the US Borrower resulting from Permitted
Acquisitions in an aggregate amount which shall include Indebtedness
permitted by subsections 8.2(l) and (q) not to exceed the sum of (A) the
amount of $13,000,000 per annum, (B) the amount of common stock of the US
Borrower issued subsequent to the Closing Date in connection with Permitted
Acquisitions, (C) the amount of the Indebtedness referred to in subsection
8.2(l)(A)(ii) and (D) the then unused Permitted Expenditure Amount,
PROVIDED, that (i) the Administrative Agent shall have received as soon as
practicable, (I) such opinions (including with respect to environmental
matters), certificates and copies of agreements (including any Permitted
Acquisition Documents) as it shall reasonably request and (II) a
certificate of a Responsible Officer of the US Borrower after giving effect
to such Permitted Acquisition showing the aggregate purchase price
(including the assumption of any Indebtedness) for Permitted Acquisitions
made by the US Borrower and its Subsidiaries since the Closing Date, (ii)
such actions as may be required or reasonably requested to ensure that the
Specified Agent, for the ratable benefit of the Specified Lenders, has a
perfected first priority security interest or first ranking hypothec (in
each case, to the extent permitted by any assumed Indebtedness) in any
assets required to be secured pursuant to subsections 7.9 and 7.11 or any
other Loan Document, subject to Liens permitted by subsection 8.3, shall
have been

taken and (iii) (I) on a pro forma basis for the period of four consecutive
fiscal quarters most recently ended (assuming the consummation of such
Permitted Acquisition and the incurrence or assumption of any Indebtedness
in connection therewith occurred on the first day of such period of four
consecutive fiscal quarters and taking into account for such pro forma
computation only, the reasonable pro forma cost savings associated with
such Permitted Acquisition which are reasonably satisfactory to the
Administrative Agent), the US Borrower shall be in compliance with the
covenants contained in subsection 8.1 and (II) the Administrative Agent
shall have received calculations in reasonable detail reasonably
satisfactory to it showing compliance with the requirements of this clause
(iii) certified by a Responsible Officer of the US Borrower;

(l) Investments which were owned by the target entity of a Permitted
Acquisition and which were acquired by the US Borrower and its Subsidiaries
in connection with such Permitted Acquisition and were not made or created
in contemplation of such Permitted Acquisition; and

(m) the Nelson Acquisition pursuant to the terms of the Acquisition
Agreement.

8.10 LIMITATION ON PAYMENTS AND MODIFICATIONS OF SENIOR SUBORDINATED
NOTE INDENTURE. (a) Make any payment or prepayment on or redemption of any of
the Senior Subordinated Notes or the Tower Subordinated Debt and any payments in
redemption, defeasance or repurchase thereof, except (i) mandatory payments of
interest, fees and expenses required by the terms of the agreement governing or
instrument evidencing such indebtedness but only to the extent permitted under
the subordination provisions applicable thereto and (ii) to the extent that the
Leverage Ratio does not exceed 3.5 to 1.0 after giving effect to the application
described in this clause (ii) and no Default or Event of Default exists, up to
50% of the net proceeds of equity issuances of the US Borrower used to make
voluntary redemptions of outstanding Senior Subordinated Notes under the "equity
clawback" provisions with respect thereto.

(b) Amend, supplement or otherwise modify any of the provisions of
the Senior Subordinated Note Indenture or the Tower Subordinated Debt.

(i) which amends or modifies the subordination provisions
contained therein;

(ii) which shortens the fixed maturity, or increases the rate or
shortens the time of payment of interest on, or increases the amount
or shortens the time of payment of any principal or premium payable
whether at maturity, at a date fixed for prepayment or by acceleration
or otherwise of such Indebtedness, or increases the amount of, or
accelerates the time of payment of, any fees payable in connection
therewith;

(iii) which relates to the affirmative or negative covenants,
events of default or remedies under the documents or instruments
evidencing such Indebtedness and the effect of which is to subject the
US Borrower or any of its Subsidiaries, to any more onerous or more
restrictive provisions; or

(iv) which otherwise adversely affects the interests of the Lenders
as senior creditors or the interests of the Lenders under this Agreement or
any other Loan Document in any respect.

(c) Make any payment in cash on any equity or debt security that may
be made under the terms thereof by the issuance of any security of the same
nature.

(d) Designate any Indebtedness as "Designated Senior Indebtedness"
under the Senior Subordinated Note Indenture.

(e) RESERVED.

(f) Amend, supplement or otherwise modify any of the Recapitalization
Agreement or the Transaction Documents in any material respect without the
consent of the Administrative Agent.

8.11 LIMITATION ON TRANSACTIONS WITH AFFILIATES. (a) Except as set
forth on Schedule 8.11 hereto, enter into any transaction, including, without
limitation, any purchase, sale, lease or exchange of property or the rendering
of any service, with any Affiliate unless such transaction is (i) otherwise
permitted under this Agreement, (ii) (x) in the ordinary course of the US
Borrower's or such Subsidiary's business and (y) upon fair and reasonable terms
no less favorable to the US Borrower or such Subsidiary, as the case may be,
than it would obtain in a comparable arm's length transaction with a Person
which is not an Affiliate or (iii) required by the Recapitalization Agreement or
the Transaction Documents.

(b) In addition, notwithstanding the foregoing, the US Borrower and
its Subsidiaries shall be entitled to make the following payments and/or to
enter into the following transactions:

(i) the payment of reasonable and customary fees and reimbursement of
expenses payable to directors of the US Borrower;

(ii) the payment to Hidden Creek and its Affiliates of fees plus
out-of-pocket expenses pursuant to financial advisory agreements between
Hidden Creek or such Affiliates and the US Borrower or its Subsidiaries;

(iii) the employment arrangements with respect to the procurement of
services of directors, officers and employees in the ordinary course of
business and the payment of reasonable fees in connection therewith;

(iv) the adoption by the Board of Directors of the US Borrower of a
stock option plan, including any grants thereunder and the issuance of any
common stock upon the exercise of such options;

(v) directors and officers insurance policies and premiums and
indemnity agreements (and any payments pursuant thereto), between the US
Borrower and its Subsidiaries and each individual director and officer of
the US Borrower and its Subsidiaries;

(vi) the sale of equity interests in the US Borrower to employees,
management and directors of the US Borrower or any of its Subsidiaries
(pursuant to subscription agreements to be entered into in connection
therewith); and

(vii) the issuance of the Tower Subordinated Debt and the making of
payments thereunder in accordance with the terms thereof.

8.12 LIMITATION ON SALES AND LEASEBACKS. Enter into any arrangement
with any Person providing for the leasing by the US Borrower or any Subsidiary
of real or personal, immovable or movable, property which has been or is to be
sold or transferred by the US Borrower or such Subsidiary to such Person or to
any other Person to whom funds have been or are to be advanced by such Person on
the security of such property or rental obligations of the US Borrower or such
Subsidiary; PROVIDED that this subsection 8.12 shall not prohibit any sale and
leaseback resulting from the incurrence of any lease in respect of any capital
asset entered into within ninety (90) days of the acquisition of such capital
asset for the purpose of providing permanent financing of such capital asset.

8.13 LIMITATION ON CHANGES IN FISCAL YEAR. Permit the fiscal year of
the US Borrower to end on a day other than December 31; PROVIDED that the US
Borrower may change such fiscal year upon the approval of each of the Specified
Agents.

8.14 RESTRICTIONS AFFECTING SUBSIDIARIES. Enter into with any
Person, or suffer to exist any consensual agreement which prohibits or limits
the ability of the US Borrower or any of its Subsidiaries to (a) create, incur,
assume or suffer to exist any Lien upon any of its property, assets or revenues,
whether now owned or hereafter acquired, other than (i) this Agreement and the
other Loan Documents, (ii) any industrial revenue bonds, purchase money
mortgages or Financing Leases or any other agreement or transaction permitted by
this Agreement (in which cases, any prohibition or limitation shall only be
effective against the assets financed thereby) and (iii) any agreements entered
into in connection with foreign working capital lines, the restrictions
contained in which are applicable only to assets of the relevant Foreign
Subsidiary which are not required to be pledged in favor of the Lenders (or any
of them) or (b) pay dividends or make other distributions or pay any
Indebtedness owed to the US Borrower or any of its Subsidiaries except as
permitted by this Agreement and the other Loan Documents.

8.15 LIMITATION ON LINES OF BUSINESS. Enter into any business,
either directly or through any Subsidiary, except for those businesses in which
the US Borrower and its Subsidiaries are engaged on the date of this Agreement
or which are similar, related or supportive businesses or those consented to by
the Required Lenders.

8.16 AMENDMENTS TO CORPORATE DOCUMENTS; TRANSACTION DOCUMENTS;
LICENSES. (a) Amend its certificate of incorporation or by-laws or other
governing documents unless such amendment does not adversely affect the
interests of any Secured Party in any material respect, (b) amend, supplement or
otherwise modify the terms and conditions of the indemnities and licenses
furnished pursuant to the Recapitalization Agreement or any Transaction Document
such that after giving effect thereto such indemnities or licenses shall be
materially less favorable to the interests of the Credit Parties or the Secured
Parties with respect thereto, (c) otherwise amend, supplement or otherwise
modify the terms and conditions of the Recapitalization Agreement or any
Transaction Document except to the extent that any such amendment, supplement or
modification could not reasonably be expected to have a Material Adverse Effect
or (d) increase the rate or amount of, or method of calculation of, the fees
described in subsection 8.11(b)(ii) from the rates and amounts in existence on
the date hereof.

8.17 PASSIVE STATUS OF THE US BORROWER. Permit the US Borrower to
engage in any activities or incur any Indebtedness or Guarantee Obligations
other than (A) maintaining its corporate existence, (B) participating in any tax
and accounting matters in connection with activities permitted hereunder and
under the other Loan Documents, (C) owning the stock of Subsidiaries and
activities incident to its ownership of Subsidiaries, (D) its activities
incident to the performance of the Loan Documents, (E) transactions pursuant to
or in connection with the Transactions, (F) assuming and making payments on the
Senior Subordinated Notes and the Tower Subordinated Debt, (G) the issuance
and/or sale of its common stock or options or warrants in respect of its Capital
Stock, provided that the proceeds thereof are applied as set forth in subsection
2.9, (H) incurring the Indebtedness referred to in subsection 8.2(o) and (I)
making any Restricted Payment permitted by subsection 8.7.

SECTION 9. EVENTS OF DEFAULT

If any of the following events shall occur and be continuing:

(a) Any Borrower shall fail to pay any principal of any Specified
Loan and/or Specified Note or any Specified Accommodation Obligation when
due in accordance with the terms thereof or hereof; or any Borrower shall
fail to pay any interest on any Specified Loan and/or

Specified Note, or any other amount payable hereunder by it, within five
(5) days after any such interest or other amount becomes due in accordance
with the terms thereof or hereof; or

(b) Any representation or warranty made or deemed made by any
Borrower or any of their Subsidiaries herein or in any other Loan Document
or which is contained in any certificate, document or financial or other
statement furnished at any time under or in connection with any Loan
Document shall prove to have been incorrect in any material respect on or
as of the date made or deemed made; or

(c) Any Borrower or any of their Subsidiaries shall default in the
performance or observance of (i) any agreement contained in Section 8
(other than subsections 8.2, 8.3, 8.4, 8.7 and 8.9) or Section 11 of this
Agreement or Section 5 of the Guarantee and Collateral Agreement or (ii)
subsections 8.2, 8.3, 8.4, 8.7 or 8.9 and, in the case of any default under
this clause (ii), such default shall continue unremedied for a period of
ten (10) days; or

(d) Any Borrower or any of their Subsidiaries shall default in the
observance or performance of any other agreement contained in this
Agreement or in any other Loan Document (other than as provided in
paragraphs (a) through (c) of this Section), and such default shall
continue unremedied for a period of thirty (30) days; or

(e) Any Credit Party or any of its Material Subsidiaries shall (i)
default (x) in any payment of principal of or interest on any Indebtedness
(other than any of the Loans) or (y) in the payment of any Guarantee
Obligation (other than the guarantees pursuant to the Loan Documents),
having an outstanding principal amount individually or in the aggregate for
both of clauses (x) and (y) in excess of the Equivalent Amount of
$6,500,000, beyond the period of grace, if any, provided in the instrument
or agreement under which such Indebtedness or Guarantee Obligation was
created; or (ii) default in the observance or performance of any other
agreement or condition relating to any such Indebtedness or Guarantee
Obligation or contained in any instrument or agreement evidencing, securing
or relating thereto, or any other event shall occur or condition exist, the
effect of which default or other event or condition is to cause, or to
permit the holder or holders of such Indebtedness or beneficiary or
beneficiaries of such Guarantee Obligation (or a trustee or agent on behalf
of such holder or holders or beneficiary or beneficiaries) to cause, with
the giving of notice if required, such Indebtedness to become due prior to
its stated maturity or such Guarantee Obligation to become payable; or

(f) (i) Any Credit Party or any of its Material Subsidiaries shall
commence any case, proceeding or other action (A) under any existing or
future law of any jurisdiction, domestic or foreign, relating to
bankruptcy, liquidation, administration, winding up, insolvency,
receivership, reorganization or relief of debtors, seeking to have an order
for relief entered with respect to it, or seeking to adjudicate it a
bankrupt or insolvent, or seeking reorganization, administration,
arrangement, adjustment, winding-up, liquidation, dissolution,
receivership, composition or other relief with respect to it or its debts,
or (B) seeking appointment of a receiver, trustee, administrator,
liquidator, custodian, administrative receiver, conservator or other
similar official for it or for all or any substantial part of its assets,
or any of the Credit Parties or any of their Material Subsidiaries shall
make a general assignment for the benefit of its creditors; or (ii) there
shall be commenced against any Credit Party or any of its Material
Subsidiaries any case, proceeding or other action of a nature referred to
in clause (i) above which (A) results in the entry of an order for relief
or any such adjudication or appointment or (B) remains undismissed,
undischarged or unbonded for a period of sixty (60) days; or (iii) there
shall be commenced against any Credit Party or any of its Material
Subsidiaries any case, proceeding or other action seeking issuance of a
warrant of attachment, execution, distraint or similar process against all
or any substantial part of its assets which results in the entry of an
order for any such relief which shall not have been vacated, discharged, or
stayed or bonded pending appeal within sixty (60)

days from the entry thereof; or (iv) any Credit Party or any of its
Material Subsidiaries shall take any action in furtherance of, or
indicating its consent to, approval of, or acquiescence in, any of the acts
set forth in clause (i), (ii), or (iii) above; or (v) any Credit Party or
any of its Subsidiaries shall generally not, or shall be unable to, or
shall admit in writing its inability to, pay its debts (other than
intercompany debts) as they become due; or

(g) (i) Any Person shall engage in any "prohibited transaction" (as
defined in Section 406 of ERISA or Section 4975 of the Code) involving any
Plan, (ii) any "accumulated funding deficiency" (as defined in Section 302
of ERISA), whether or not waived, shall exist with respect to any Plan or
any Lien in favor of the PBGC or a Plan shall arise on the assets of the US
Borrower or any Commonly Controlled Entity, (iii) a Reportable Event shall
occur with respect to, or proceedings shall commence to have a trustee
appointed, or a trustee shall be appointed, to administer or to terminate,
any Single Employer Plan, which Reportable Event or commencement of
proceedings or appointment of a trustee is, in the reasonable opinion of
the Required Lenders, likely to result in the termination of such Plan for
purposes of Title IV of ERISA, (iv) any Single Employer Plan shall
terminate for purposes of Title IV of ERISA, (v) the US Borrower or any
Commonly Controlled Entity shall, or in the reasonable opinion of the US
Required Lenders is likely to, incur any liability in connection with a
withdrawal from, or the Insolvency or Reorganization of, a Multiemployer
Plan or (vi) any other event or condition shall occur or exist with respect
to a Plan; and in each case in clauses (i) through (vi) above, such event
or condition, together with all other such events or conditions, if any,
could reasonably be expected to result in a Material Adverse Effect; or

(h) One or more judgments or decrees shall be entered against the
Specified Borrower or any of their Material Subsidiaries involving,
individually or in the aggregate, a liability (not paid or fully covered by
insurance) of the Equivalent Amount of $6,500,000 or more, and all such
judgments or decrees shall not have been vacated, discharged, stayed or
bonded pending appeal within sixty (60) days from the entry thereof; or

(i) Any Borrower or any of their Subsidiaries shall incur any
liability (not paid or fully covered by insurance) under any Environmental
Law in an amount which would result in a Material Adverse Effect; or

(j) Any Loan Document shall, at any time, cease to be in full force
and effect (unless released by the Specified Agent, at the direction of the
Required Lenders or as otherwise permitted under this Agreement) or shall
be declared null and void, or the validity or enforceability thereof of any
terms or provisions therein shall be contested by any Credit Party, or any
of the Liens intended to be created by the Loan Documents shall cease to be
or shall not be a valid and perfected Lien having the priority contemplated
thereby; or

(k) (x) A Change of Control shall occur or (y) the US Borrower shall
fail to own directly or indirectly, beneficially and of record 100% of the
Capital Stock of each Foreign Subsidiary Borrower if in each case of (x)
and (y) above, such event shall occur other than by actions taken by the
Administrative Agent or the Collateral Agent under the Loan Documents; or

(l) The subordination provisions contained in the Senior Subordinated
Note Indenture shall cease, for any reason, to be in full force and effect
or enforceable in accordance with their terms;

then, and in any such event, (A) if such event is an Event of Default specified
in clause (i) or (ii) of paragraph (f) above with respect to a Borrower,
automatically the Commitments shall immediately terminate and the Loans
hereunder (with accrued interest thereon), the maximum amount available to be
drawn under all outstanding Accommodations and all other amounts owing under
this Agreement and

any Notes shall immediately become due and payable, and (B) if such event is any
other Event of Default, either or both of the following actions may be taken:
(i) with the consent of the Required Lenders, the Administrative Agent may, or
upon the request of the Required Lenders, the Administrative Agent shall, by
notice to the Borrowers declare the Commitments to be terminated forthwith,
whereupon the Commitments shall immediately terminate; and (ii) with the consent
of the Required Lenders, the Administrative Agent may, or upon the request of
the Required Lenders, the Administrative Agent shall, by notice to the Borrowers
declare the Loans hereunder (with accrued interest thereon), the maximum amount
available to be drawn under all outstanding Accommodations and all other amounts
owing under this Agreement and any Notes to be due and payable forthwith,
whereupon the same shall immediately become due and payable. All payments under
this Section 9 on account of undrawn Accommodations shall be made by the
Specified Borrower directly to a cash collateral account established for such
purpose for application to the Specified Borrower's obligations with respect
thereto as drafts are presented under the Specified Accommodations. Any
remaining amounts paid by the Specified Borrower in respect of such undrawn
Specified Accommodations shall be returned to the Specified Borrower after the
last expiry date of the Accommodations and after the Obligations have been paid
in full. Except as expressly provided above in this Section, each Credit Party
hereby waives presentment, demand, protest and all other notices of any kind.

SECTION 10. THE AGENTS

10.1 APPOINTMENT. Each Specified Lender hereby irrevocably
designates and appoints its Specified Agent and person holding a power of
attorney of such Specified Lender under this Agreement and the other Specified
Loan Documents, and each such Specified Lender irrevocably authorizes such
Specified Agent for such Specified Lender, to take such action on its behalf
under the provisions of this Agreement and the other Specified Loan Documents
and to exercise such powers and perform such duties as are expressly delegated
to the Specified Agent by the terms of this Agreement and the other Specified
Loan Documents, together with such other powers as are reasonably incidental
thereto including, without limitation, the execution and delivery of the Sharing
Agreement on behalf of such Specified Lender and the appointment of Chase, as
Collateral Agent thereunder. Notwithstanding any provision to the contrary
elsewhere in this Agreement, no Specified Agent shall have any duties or
responsibilities, except those expressly set forth herein, or any fiduciary
relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Specified Loan Document or otherwise exist against the
Specified Agent.

10.2 DELEGATION OF DUTIES. Each Agent may execute any of its duties
under this Agreement and the other Loan Documents by or through agents or
attorneys-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties. No Agent shall be responsible for the
negligence or misconduct of any agents or attorneys-in-fact selected by it with
reasonable care.

10.3 EXCULPATORY PROVISIONS. The Agents shall not, nor shall any of
their officers, directors, controlling persons, employees, agents,
attorneys-in-fact or Affiliates be (i) liable for any action lawfully taken or
omitted to be taken by it or such Person under or in connection with this
Agreement or any other Loan Document (except for its or such Person's own gross
negligence or wilful misconduct) or (ii) responsible in any manner to any of the
Lenders for any recitals, statements, representations or warranties made by any
Credit Party or any officer thereof contained in this Agreement or any other
Loan Document or in any certificate, report, statement or other document
referred to or provided for in, or received by the Specified Agent under or in
connection with, this Agreement or any other Loan Document or for the value,
validity, effectiveness, genuineness, enforceability or sufficiency of this
Agreement or any Notes or any other Loan Document or for any failure of any
Credit Party to perform its obligations hereunder or thereunder. No Agent shall
be under any obligation to any Lender to ascertain or to inquire as to the
observance or performance of any of the

agreements contained in, or conditions of, this Agreement or any other Loan
Document, or to inspect the properties, books or records of any Credit Parties.

10.4 RELIANCE BY THE SPECIFIED AGENTS. The Agents shall be entitled
to rely, and shall be fully protected in relying, upon any Note, writing,
resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or
teletype message, statement, order or other document or conversation believed by
it to be genuine and correct and to have been signed, sent or made by the proper
Person or Persons and upon advice and statements of legal counsel (including,
without limitation, counsel to any Credit Party), independent accountants and
other experts selected by the Agent. The Agents shall deem and treat the payee
of any Note as the owner thereof for all purposes unless a written notice of
assignment, negotiation or transfer thereof shall have been filed with the
Specified Agent. Each Agent shall be fully justified in failing or refusing to
take any action under this Agreement or any other Loan Document unless it shall
first receive such advice or concurrence of the Required Lenders or all the
Lenders, as it deems appropriate or it shall first be indemnified to its
satisfaction by the Specified Lenders against any and all liability and expense
which may be incurred by it by reason of taking or continuing to take any such
action. Each Agent shall in all cases be fully protected in acting, or in
refraining from acting, under this Agreement and any Notes and the other Loan
Documents in accordance with a request of the Required Lenders or all the
Lenders, and such request and any action taken or failure to act pursuant
thereto shall be binding upon all the Lenders and all future holders of the
Obligations.

10.5 NOTICE OF DEFAULT. No Agent shall be deemed to have knowledge
or notice of the occurrence of any Default or Event of Default hereunder unless
it has received written notice from a Specified Lender or any Credit Party
referring to this Agreement, describing such Default or Event of Default and
stating that such notice is a "notice of default". In the event that an Agent
receives such a notice, the Specified Agent shall give notice thereof to the
Specified Lenders and other Agents. The Agents shall each take such action with
respect to such Default or Event of Default as shall be reasonably directed by
the Required Lenders or all the Lenders; PROVIDED that unless and until such
Agents shall have received such directions, the Agents 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 they shall deem advisable in the best
interests of the Lenders.

10.6 NON-RELIANCE ON AGENT AND LENDERS. Each Lender expressly
acknowledges that no Agent has, nor has any of its officers, directors,
employees, agents, attorneys-in-fact or Affiliates made any representations or
warranties to it and that no act by any Agent hereinafter taken, including any
review of the affairs of any Credit Party, shall be deemed to constitute any
representation or warranty by any Agent to any Lender. Each Lender represents
to the Agents that it has, independently and without reliance upon the Agents or
any other Lender, and based on such documents and information as it has deemed
appropriate, made its own appraisal of and investigation into the business,
operations, property, financial and other condition and creditworthiness of the
Credit Parties and made its own decision to make its Specified Loans hereunder
and enter into this Agreement. Each Lender also represents that it will,
independently and without reliance upon the Agents or any other Lender, and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit analysis, appraisals and decisions in
taking or not taking action under this Agreement and the other Loan Documents,
and to make such investigation as it deems necessary to inform itself as to the
business, operations, property, financial and other condition and
creditworthiness of any Credit Party. Except for notices, reports and other
documents expressly required to be furnished to the Specified Lenders by the
Specified Agent hereunder, the Agents shall not have any duty or responsibility
to provide any Lender with any credit or other information concerning the
business, operations, property, condition (financial or otherwise), prospects or
creditworthiness of any Credit Party which may come into the possession of the
Agents or any of their officers, directors, employees, agents, attorneys-in-fact
or Affiliates.

10.7 INDEMNIFICATION. The Specified Lenders agree to indemnify the
Specified Agent in its capacity as such (to the extent not reimbursed by the
Specified Borrower and without limiting the obligation of the Specified Borrower
to do so), ratably according to their respective Specified Commitment
Percentages in effect on the date on which indemnification is sought under this
subsection, from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind whatsoever which may at any time (including, without limitation, at
any time following the payment of the Specified Loans) be imposed on, incurred
by or asserted against the Specified Agent in any way relating to or arising out
of this Agreement, any of the other Loan Documents or any documents contemplated
by or referred to herein or therein or the transactions contemplated hereby or
thereby or any action taken or omitted by the Specified Agent under or in
connection with any of the foregoing; PROVIDED that no Specified Lender shall be
liable for the payment of any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
to the extent resulting from the Specified Agent's gross negligence or wilful
misconduct. The Specified Agent shall have the right to deduct any amount owed
to it by any Specified Lender under this subsection from any payment made by it
to such Lender hereunder. The agreements in this subsection shall survive the
payment of the Specified Loans and all other amounts payable hereunder.

10.8 AGENTS IN THEIR INDIVIDUAL CAPACITY. The Agent, and their
Affiliates may make loans to, accept deposits from and generally engage in any
kind of business with the Credit Parties as though the Agents were not the
Agents hereunder and under the other Loan Documents. With respect to its
Specified Loans made or renewed by it and any Specified Note issued to it, the
Specified Agent shall have the same rights and powers under this Agreement and
the other Specified Loan Documents as any Specified Lender and may exercise the
same as though it were not a Specified Agent, and the terms "Specified Lender"
and "Specified Lenders" shall include each of the Specified Agents in its
individual capacity.

10.9 SUCCESSOR AGENTS. Any Specified Agent may resign as the
Specified Agent upon ten (10) days' notice to the Lenders and the US Borrower.
If the Specified Agent shall resign as Specified Agent under this Agreement and
the other Loan Documents, then the Required Lenders shall appoint from among the
Specified Lenders a successor agent for the Specified Lenders, which successor
agent shall be subject to the approval of the Specified Borrower, whereupon such
successor agent shall succeed to the rights, powers and duties of the Specified
Agent, and the term "Specified Agent" shall mean such successor agent effective
upon such appointment and approval, and the former Specified Agent's rights,
powers and duties as Specified Agent shall be terminated, without any other or
further act or deed on the part of such former Specified Agent or any of the
parties to this Agreement or any holders of the Specified Loans. After any
retiring Specified Agent's resignation as Specified Agent, the provisions of
this subsection shall inure to its benefit as to any actions taken or omitted to
be taken by it while it was Specified Agent under this Agreement and the other
Loan Documents.

10.10 ADDITIONAL MINISTERIAL POWERS OF THE SPECIFIED AGENTS. Each
Specified Agent is hereby irrevocably authorized by each of the Specified
Lenders to execute any document creating any Lien and to release any Lien
covering any asset of the Specified Borrower or any of its Subsidiaries
(including, without limitation, any Properties, accounts receivable or
inventory) that is the subject of a disposition, sale or assignment which is
permitted under this Agreement or, subject to subsection 12.1, which has been
consented to by the Required Lenders.

10.11 SPECIFIED ISSUING LENDER AND COLLATERAL AGENT. Each Specified
Revolving Credit Lender hereby acknowledges that the provisions of this Section
10 shall apply to the Specified Issuing Lender, in its capacity as issuer of any
Specified Accommodation, and to the Specified Swing Line Lender, in its capacity
as provider of any Specified Swing Line Loans, and in its capacity under the
other Loan Documents, each in the same manner as such provisions are expressly
stated to apply to a Specified Agent. Each Lender hereby acknowledges that the
provisions of this Section 10 shall apply to

Chase, as Collateral Agent under the other Loan Documents, in the same manner as
such provisions are expressly stated to apply to the Specified Agents.

10.12 ENGLISH AGENT AS TRUSTEE. (a) The English Agent in its
capacity as trustee or otherwise under the Loan Documents:

(i) is not liable for any failure, omission, or defect in
perfecting or registering the security constituted or created by any
Loan Document;

(ii) may accept without inquiry such title as any Credit Party
may have to any asset secured by any Loan Document; and

(iii) is not under any obligation to hold any Loan Document or
any other document in connection with the Loan Documents or the assets
secured by any Loan Document (including title deeds) in its own
possession or take any steps to protect or preserve the same. The
English Agent may permit any Credit Party to retain any Loan Document
or other document in its possession.

(b) Except as otherwise provided in the Loan Documents, all moneys
which under the trusts contained in the Loan Documents are received by the
English Agent in its capacity as trustee or otherwise may be invested in the
name of or under the control of the English Agent in any investment authorized
by English law for the investment by trustee of trust money or in any other
investments which may be selected by the English Agent. Additionally, the same
may be placed on deposit in the name or under the control of the English Agent
at such bank or institution (including the English Agent) and upon such terms as
the English Agent may think fit.

SECTION 11. GUARANTEE

11.1 GUARANTEE. To induce the Lenders to execute and deliver this
Agreement, to make Loans, and to issue and participate in Accommodations, and in
consideration thereof, the US Borrower hereby unconditionally and irrevocably
guarantees, as primary obligor and joint and several co-debtor and not merely as
surety to the Agents, the Secured Parties and their successors, indorsees,
transferees and assigns, the prompt and complete payment and performance when
due (whether at the stated maturity, by acceleration or otherwise) of the
Foreign Subsidiary Obligations, and the US Borrower further agrees to pay the
expenses which may be paid or incurred by the Agents or the Secured Parties in
collecting any or all of the Foreign Subsidiary Obligations and/or enforcing any
rights under this Section 11 or under the Foreign Subsidiary Obligations in
accordance with subsection 12.5. The guarantee contained in this Section 11
shall remain in full force and effect until the Foreign Subsidiary Obligations
are paid in full and each of the Foreign Subsidiary Revolving Credit Commitments
is terminated, notwithstanding that from time to time prior thereto any Foreign
Subsidiary Revolving Credit Borrower may be free from any Specified Obligations.

11.2 WAIVER OF SUBROGATION. Notwithstanding any payment or payments
made by the US Borrower in respect of the Foreign Subsidiary Obligations or any
setoff or application of funds of the US Borrower by any Agent or any Lender,
until payment in full of the Foreign Subsidiary Obligations and the termination
of each of Foreign Subsidiary Revolving Credit Commitments, the US Borrower
shall not be entitled to be subrogated to any of the rights of the Agents or the
Lenders against the Borrowers or any collateral security or guarantee or right
of offset held by any Agent or any Lender for the payment of the Foreign
Subsidiary Obligations, nor shall the US Borrower seek any reimbursement from
any Borrower in respect of payments made by the US Borrower hereunder.

11.3 MODIFICATION OF FOREIGN SUBSIDIARY OBLIGATIONS. The US Borrower
hereby consents that, without the necessity of any reservation of rights against
the US Borrower and without notice to or further assent by the US Borrower, any
demand for payment of the Foreign Subsidiary Obligations made by any Agent, any
Issuing Lender, any Lender may be rescinded by the Agent, the Issuing Lender, or
the Lenders, and the Foreign Subsidiary Obligations continued, and the Foreign
Subsidiary Obligations, or the liability of any other party upon or for any part
thereof, or any collateral security or guarantee therefor or right of offset
with respect thereto, may, from time to time, in whole or in part, be renewed,
extended, amended, modified, accelerated, compromised, waived, surrendered or
released by any Agent, any Issuing Lender, or any Lender, and that this
Agreement, any Notes, and the other Loan Documents, including, without
limitation, any collateral security document or other guarantee or document in
connection therewith may be amended, modified, supplemented or terminated, in
whole or in part, as the Agents, the Issuing Lenders, or the Lenders, may deem
advisable from time to time, and, to the extent permitted by applicable law, any
collateral security or guarantee or right of offset at any time held by any
Agent, any Issuing Lender, or any Lender, for the payment of the Foreign
Subsidiary Obligations may be sold, exchanged, waived, surrendered or released,
all without the necessity of any reservation of rights against the US Borrower
and without notice to or further assent by the US Borrower which will remain
bound hereunder notwithstanding any such renewal, extension, modification,
acceleration, compromise, amendment, supplement, termination, sale, exchange,
waiver, surrender or release. The Agents, the Issuing Lenders, and the Lenders
shall not have any obligation to protect, secure, perfect or insure any
collateral security document or property subject thereto at any time held as
security for the Foreign Subsidiary Obligations. When making any demand
hereunder against the US Borrower, the Agents, the Issuing Lenders, or the
Lenders, may, but shall be under no obligation to, make a similar demand on any
other party or any other guarantor, and any failure by any Agent, any Issuing
Lender, or any Lender, to make any such demand or to collect any payments from
any Borrower or any such other guarantor shall not relieve the US Borrower of
its obligations or liabilities hereunder, and shall not impair or affect the
rights and remedies, express or implied, or as a matter of law, of the Agents,
the Issuing Lenders, or the Lenders, against the US Borrower. For the purposes
of this subsection "demand" shall include the commencement and continuance of
any legal proceedings.

11.4 WAIVER BY THE US BORROWER. The US Borrower waives the benefits
of division and discussion and any and all notice of the creation, renewal,
extension or accrual of the Foreign Subsidiary Obligations and notice of or
proof of reliance by the Agents, the Issuing Lenders, or the Lenders upon the
guarantee contained in this Section 11 or acceptance of the guarantee contained
in this Section 11, and the Foreign Subsidiary Obligations, and any of them,
shall conclusively be deemed to have been created, contracted, continued or
incurred in reliance upon the guarantee contained in this Section 11, and all
dealings between the US Borrower and the Agents, the Issuing Lenders, or the
Lenders shall likewise be conclusively presumed to have been had or consummated
in reliance upon the guarantee contained in this Section 11. The US Borrower
waives diligence, presentment, protest, demand for payment and notice of default
or nonpayment to or upon the Specified Borrower or the US Borrower with respect
to any Specified Obligations. This guarantee shall be construed as a continuing
absolute and unconditional guarantee of payment without regard to the validity,
regularity or enforceability of this Agreement, any Note or any other Loan
Document, including, without limitation, any collateral security or guarantee
therefor or right of offset with respect thereto at any time or from time to
time held by any Agent, any Issuing Lender, or any Lender and without regard to
any defense, setoff or counterclaim which may at any time be available to or be
asserted by any Borrower against any Agent, any Issuing Lender, or any Lender,
or any other Person, or by any other circumstance whatsoever (with or without
notice to or knowledge of any Borrower or the US Borrower) which constitutes, or
might be construed to constitute, an equitable or legal discharge of any
Borrower for any of its Foreign Subsidiary Obligations, or of the US Borrower
under the guarantee contained in this Section 11 in bankruptcy or in any other
instance, and the obligations and liabilities of the US Borrower hereunder shall
not be conditioned or contingent upon the pursuit by any Agent, any Issuing
Lender or any Lender or any other Person at any time of any right or remedy
against any Foreign Subsidiary Borrower or against any other Person which may be
or become liable in respect of any Foreign Subsidiary Obligations or against

any collateral security or guarantee therefor or right of offset with respect
thereto. The guarantee contained in this Section 11 shall remain in full force
and effect and be binding in accordance with and to the extent of its terms upon
the US Borrower and the successors and assigns thereof, and shall inure to the
benefit of the Lenders and their successors, indorsees, transferees and assigns,
until the Foreign Subsidiary Obligations shall have been satisfied in full and
the Foreign Subsidiary Revolving Credit Commitments shall be terminated,
notwithstanding that from time to time during the term of this Agreement any
Foreign Subsidiary Borrower may be free from any Foreign Subsidiary Obligations.

11.5 REINSTATEMENT. This guarantee shall continue to be effective,
or be reinstated, as the case may be, if at any time payment, or any part
thereof, of any Foreign Subsidiary Obligations is rescinded or must otherwise be
restored or returned by any Agent, any Issuing Lender, or any Lender upon the
insolvency, bankruptcy, dissolution, liquidation or reorganization of the US
Borrower or any Foreign Subsidiary Borrower or upon or as a result of the
appointment of a receiver, intervenor or conservator of, or trustee or similar
officer for, the US Borrower, any Foreign Subsidiary Borrower or any substantial
part of their respective property, or otherwise, all as though such payments had
not been made.

SECTION 12. MISCELLANEOUS

12.1 AMENDMENTS AND WAIVERS. Neither this Agreement, any Note, any
other Loan Document, nor any terms hereof or thereof may be amended,
supplemented or otherwise modified except in accordance with the provisions of
this subsection. The Required Lenders may, or, with the written consent of the
Required Lenders, the Specified Agent, as the case may be, may, from time to
time, (a) enter into with any Credit Party written amendments, supplements or
modifications hereto and to any Notes and the other Loan Documents for the
purpose of adding any provisions to this Agreement or any Notes or the other
Loan Documents or changing in any manner the rights of the Secured Parties or
any Credit Party or any other Person hereunder or thereunder (including, without
limitation, for the purpose of adding additional Tranches of Term Loans after
the Closing Date) or (b) waive, on such terms and conditions as the Required
Lenders or the Specified Agent, as the case may be, may specify in such
instrument, any of the requirements of this Agreement or any Notes or the other
Loan Documents or any Default or Event of Default and its consequences;
PROVIDED, HOWEVER, that no such waiver and no such amendment, supplement or
modification shall directly (i) reduce the aggregate amount or extend the
scheduled date of maturity of any Loan or of any installment thereof, or reduce
the stated rate of any interest or fee payable hereunder or thereunder or extend
the scheduled date of any payment thereof or increase the aggregate amount or
extend the expiration date of any Lender's Specified Revolving Credit
Commitment, in each case without the consent of each Lender affected thereby,
(ii) amend, modify or waive any provision of this subsection 12.1 (except as
contemplated by clause (xi) below) or reduce the percentage specified in the
definition of Required Lenders or consent to the assignment or transfer by any
Borrower of any of its rights and obligations under this Agreement and the other
Loan Documents or release collateral having an aggregate value in excess of the
Equivalent Amount of $30,000,000 or release the US Borrower from any Guarantee
Obligation under the Loan Documents, in each case, except as set forth in
subsection 10.10, without the written consent of all the Lenders, (iii) amend,
modify or waive any provision of subsection 2.12 and Sections 3 or 10 (to the
extent applicable to Swing Line Notes or Swing Line Lenders) without the written
consent of the then Swing Line Lenders, (iv) except as specified in clause (i)
above, amend, modify or waive any provision of (w) subsection 2.5 (to the extent
such subsection 2.5 relates to the US Tranche A Term Loans) without the written
consent of US Tranche A Term Loan Lenders the US Tranche A Term Loan Percentages
of which aggregate at least a majority, (x) subsection 2.5 (to the extent such
subsection 2.5 relates to the US Tranche B Term Loans) without the written
consent of US Tranche B Term Loan Lenders the US Tranche B Term Loan Percentages
of which aggregate at least a majority, (y) subsection 2.5 (to the extent such
subsection 2.5 relates to the US Sterling Term Loans) without the written
consent of US Sterling Term Loan Lenders the US Sterling Term Loan Percentages
of which aggregate at least a

majority, (z) subsection 2.5 (to the extent such subsection 2.5 relates to the
English Term Loans) without the written consent of English Term Loan Lenders the
English Term Loan Percentages of which aggregate at least a majority, (v) amend,
modify or waive any provision of subsection 2.1, 2.2, 2.3 or 2.4 or Section 3
without the written consent of the Specified Revolving Credit Lenders the
Specified Revolving Credit Commitment Percentages of which aggregate at least a
majority of the outstanding Specified Revolving Credit Commitments, (vi) amend,
modify or waive any provision of Section 10 without the written consent of each
Agent, (vii) amend, modify or waive the order of application of prepayments
specified in subsection 4.4(b) without the consent of (A) US Revolving Credit
Lenders the Total Credit Percentages (calculated for this purpose without
reference to outstanding US Term Loans, English Term Loans and Foreign
Subsidiary Revolving Credit Commitments) of which aggregate at least a majority,
(B) US Term Loan Lenders the Total Credit Percentages (calculated for this
purpose without reference to outstanding Revolving Credit Commitments and
English Term Loans) of which aggregate at least a majority, (C) Specified
Foreign Subsidiary Revolving Credit Lenders the Total Credit Percentages
(calculated for this purpose without reference to outstanding Term Loans and
other Specified Revolving Credit Commitments) of which aggregate at least a
majority, and (D) Specified English Term Loan Lenders which hold a majority of
the outstanding Specified English Term Loans (the US Lenders and the Foreign
Subsidiary Lenders referred to in clauses (A), (B), (C), and (D), collectively,
the "MAJORITY CLASS LENDERS"), (viii) amend, modify or waive the provisions of
any Specified Accommodation or any Specified Accommodation Obligation without
the written consent of the Specified Issuing Lender, (ix) amend, modify or waive
any provision of any Loan Document that provides for the ratable sharing by the
Secured Parties of the proceeds of any realization on the security for the
Obligations to provide for a non-ratable sharing thereof, without the consent of
the Majority Class Lenders, (x) amend, modify or waive any provision herein that
(A) affects the Revolving Credit Lenders, or Term Loan Lenders (or any tranche
thereof) only, without the prior written consent of a majority in interest of
the Revolving Credit Lenders, Term Loan Lenders (or tranche thereof), as the
case may be, (B) adversely affects the Specified Lenders or Specified Revolving
Credit Lenders or Specified Term Lenders only, without the prior written consent
of a majority in interest of such Specified Lenders or Specified Revolving
Credit Lenders or Specified Term Lenders, as the case may be, or (C) except as
provided in the foregoing provisions of this subsection 12.1, adversely affects
the rights and interests of any of the Specified Lenders differently from those
of any other class of Specified Lenders, without the prior written consent of a
majority in interest of each separate class of Specified Lenders affected
thereby, (xi) if additional Tranches of Term Loans are extended after the
Closing Date with the consent of the Required Lenders as required above, such
Tranches may be included on a PRO RATA basis (as is originally done with the US
Tranche A Term Loans, the US Tranche B Term Loans , the US Sterling Term Loans
and the English Term Loans) in the various prepayments or repayments required
pursuant to subsections 2.8 and 2.9, in any section providing scheduled
installments for any new Tranche of Term Loans and in the definition of Required
Lenders and may share in the Collateral on a ratable basis or (xii) amend or
modify any provision of this Agreement which would require a Lender to make a
Loan with an Interest Period in excess of six months without the prior written
consent of such Lender. Any such waiver and any such amendment, supplement or
modification shall apply equally to each of the Lenders and shall be binding
upon each of the Borrowers, the Agents, the Lenders, and all future holders of
any of the Obligations. In the case of any waiver, the Credit Parties, the
Lenders, and each of the Agents shall be restored to their former position and
rights hereunder and under the outstanding Loans and the other Loan Documents,
and any Default or Event of Default waived shall be deemed to be cured and not
continuing; but no such waiver shall extend to any subsequent or other Default
or Event of Default, or impair any right consequent thereon.

12.2 NOTICES. All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing (including by
telecopy), and, unless otherwise expressly provided herein, shall be deemed to
have been duly given or made when delivered by hand, or three (3) Business Days
after being deposited in the mail, postage prepaid, or, in the case of telecopy
notice, when received, addressed as follows in the case of any Borrower, the
Agents, the Issuing Lenders and the Swing Line

Lenders, and as set forth on the signature pages hereto, or to such other
address as may be hereafter notified by the respective parties hereto and any
future holders of the Loans or any Notes:

The Borrowers: 3101 South Taylor Drive
P.O. Box 1024
Sheboygan, WI 53082-1024
Attention: Thomas C. Dinolfo
Telecopy: (920) 458-4861

With copies to:

Morris Ashby Limited
16 Freebournes Road
Witham
Essex, England CM8 3DX
Attention: David White
Telecopy: 011-44-1376-518-622

and

Hidden Creek Investments
4508 IDS Center
Minneapolis, MN 55402
Attention: Scott Rued and Carl E. Nelson
Telecopy: 612-332-2012

The Administrative The Chase Manhattan Bank
Agent, the US 270 Park Avenue, 47th Floor
Issuing Lender or New York, New York 10017
US Swing Line Attention: Richard W. Duker
Lender: Telecopy: (212) 972-9854

with copies to: The Chase Manhattan Bank
Loan & Agency Services Group
One Chase Manhattan Plaza, 8th Floor
New York, New York 10081
Attention: Janet Belden
Telecopy: (212) 552-5658

The English Chase Manhattan International Limited
Agent, the Euro Trinity Tower
Agent and the 9 Thomas More Street
English Issuing London, England E19YT
Lender: Attention: Stephen Clark or Stephen Hurfford
Telecopy: 011-44-171-777-2360

with copies to: The Chase Manhattan Bank
270 Park Avenue, 47th Floor
New York, New York 10017
Attention: Richard W. Duker
Telecopy: (212) 972-9854

The Collateral The Chase Manhattan Bank
Agent: 270 Park Avenue, 47th Floor
New York, New York 10017
Attention: Richard W. Duker
Telecopy: (212) 972-9854

PROVIDED that any notice, request or demand to or upon the Specified Agent or
the Specified Lenders pursuant to subsection 2.2, 2.4, 2.5, 2.6, 2.7, 2.10, or
4.4 shall not be effective until received.

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

12.4 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations
and warranties made hereunder and in any document, certificate or statement
delivered pursuant hereto or in connection herewith shall survive the execution
and delivery of this Agreement and the making of the Specified Loans hereunder.

12.5 PAYMENT OF EXPENSES AND TAXES. Each Specified Borrower agrees
(a) to pay or reimburse the Specified Agent for all reasonable out-of-pocket
costs and expenses incurred in connection with the development, preparation and
execution of, and any amendment, supplement or modification to, this Agreement
and any Notes and the other Loan Documents and any other documents prepared in
connection herewith or therewith (requested by or for the benefit of such
Borrower) other than any Assignment and Acceptance, and the consummation and
administration of the transactions contemplated hereby and thereby, including,
without limitation, the reasonable fees and disbursements of counsel to the
Specified Agent, (b) to pay or reimburse each Specified Lender and the Specified
Agent for all its reasonable out-of-pocket costs and expenses incurred in
connection with the enforcement or preservation of any rights under this
Agreement, any Notes, the other Loan Documents and any such other documents,
including, without limitation, the reasonable fees and disbursements of one
counsel representing the Specified Agent and the Specified Lenders in each
jurisdiction and, at any time after and during the continuance of an Event of
Default, to the extent a conflict arises, of one additional counsel to all the
Specified Lenders, and (c) to pay, indemnify, and hold each Specified Lender and
the Specified Agent (and their respective trustees, directors, officers,
employees and agents) harmless from, any and all recording and filing fees and
any and all liabilities with respect to, or resulting from any delay in paying,
stamp, excise and other similar taxes, if any, which may be payable or
determined to be payable in connection with the execution and delivery of, or
consummation or administration of any of the transactions contemplated by, or
any amendment, supplement or modification of, or any waiver or consent under or
in respect of, this Agreement, any Notes, the other Loan Documents and any such
other documents (requested by or for the benefit of such Borrower), and (d) to
pay, indemnify, and hold each Specified Lender and the Specified Agent (and
their respective trustees, directors, officers, employees and agents) harmless
from and against any and all other liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever with respect to the execution, delivery, enforcement,
performance and administration of this Agreement, any Notes, the other Loan
Documents, the Acquisition Documents, the Transactions or the use of the
proceeds of the Specified Loans in connection with the Transactions and any such
other documents (all the foregoing in this clause (d), collectively, the
"INDEMNIFIED LIABILITIES"), PROVIDED that the Specified Borrower shall have no
obligation hereunder to the Specified Agent, or any Specified Lender (or their
respective trustees, directors, officers, employees and agents) with respect to
indemnified liabilities arising from the gross negligence or wilful misconduct
of the indemnified party or, in the case of indemnified liabilities arising
under this Agreement, any Notes and the other documents, from material breach by
the

indemnified party of this Agreement, any Notes or the other Loan Documents, as
the case may be. The agreements in this subsection shall survive repayment of
the Specified Loans and all other amounts payable hereunder.

12.6 SUCCESSORS AND ASSIGNS; PARTICIPATIONS AND ASSIGNMENTS. (a)
This Agreement shall be binding upon and inure to the benefit of the Borrowers,
the Lenders, Agents, and all future holders of the Loans and their respective
successors and assigns, except that no Borrower may assign or transfer any of
its rights or obligations under this Agreement without the prior written consent
of each Lender.

(b) Any Specified Lender may, in the ordinary course of its business
and in accordance with applicable law, at any time sell to one or more banks,
insurance companies, mutual funds, or other financial institutions or other
entities ("SPECIFIED PARTICIPANTS") participating interests in any Specified
Loan owing to such Lender, any Note held by such Lender, any Specified
Commitment of such Lender or any other interest of such Lender hereunder and
under the other Loan Documents. In the event of any such sale by a Specified
Lender of a participating interest to a Specified Participant, such Specified
Lender's obligations under this Agreement to the other parties to this Agreement
shall remain unchanged, such Specified Lender shall remain solely responsible
for the performance thereof, such Specified Lender shall remain the holder of
any such Specified Loan for all purposes under this Agreement and the other Loan
Documents, and the Specified Borrower and the Specified Agent shall continue to
deal solely and directly with such Specified Lender in connection with such
Specified Lender's rights and obligations under this Agreement and the other
Loan Documents. No Specified Lender shall permit any Specified Participant to
have the right to consent to any amendment or waiver in respect of this
Agreement or any of the other Loan Documents, except that such Lender may grant
such Specified Participant the right to consent to any amendment or waiver in
respect of this Agreement or the other Loan Documents that would, directly or
indirectly, (i) reduce the aggregate amount or extend the final maturity of any
Specified Loan, or reduce the stated rate of any interest or fee payable
hereunder or extend the scheduled date of any payment thereof or (ii) consent to
the assignment or transfer by the Specified Borrower of any of its rights and
obligations under this Agreement or any of the other Loan Documents. Each
Specified Borrower agrees that if amounts outstanding under this Agreement and
the Specified Loans are due or unpaid, or shall have been declared or shall have
become due and payable upon the occurrence of an Event of Default, each
Specified Participant shall be deemed to have the right of setoff in respect of
its participating interest in amounts owing under this Agreement and any Note to
the same extent as if the amount of its participating interest were owing
directly to it as a Specified Lender under this Agreement or any Note, PROVIDED
that in purchasing such participating interest, such Specified Participant shall
be deemed to have agreed to share with the Specified Lenders the proceeds
thereof as provided in subsection 12.7(a) as fully as if it were a Specified
Lender hereunder. The Specified Borrower also agrees that each Specified
Participant shall be entitled to the benefits of subsections 4.5, 4.6 and 4.7
with respect to its participation in the Specified Commitments and the Specified
Loans and Specified Accommodations outstanding from time to time as if it was a
Specified Lender; PROVIDED that in the case of subsection 4.6 and 4.7, such
Specified Participant shall have complied with the requirements of said
subsection and PROVIDED, FURTHER, that no Specified Participant shall be
entitled to receive any greater amount pursuant to any such subsection than the
transferor Specified Lender would have been entitled to receive in respect of
the amount of the participation transferred by such transferor Specified Lender
to such Specified Participant had no such transfer occurred.

(c) Any Specified Lender may, in the ordinary course of its business
and in accordance with applicable law, at any time and from time to time assign
to any other Specified Lender of the same class, any local affiliate thereof or
a Related Fund of such Specified Lender or, with the consent of the Specified
Agent and the Specified Borrower (such consents not to be unreasonably
withheld), to an additional bank, mutual fund, or financial or lending
institution or any fund that is regularly engaged in making, purchasing, or
investing in loans or securities (a "SPECIFIED ASSIGNEE") all or any part of its
rights and obligations under this Agreement and any Specified Notes pursuant to
an Assignment and Acceptance, executed by such Specified Assignee, such
assigning Lender (and, in the case of a Specified

Assignee that is not then a Specified Lender of the same class, a local
affiliate thereof or a Related Fund of such Specified Lender, by the Specified
Agent) and delivered to the Specified Agent for its acceptance and recording in
the Specified Register; PROVIDED that (x) each such transfer shall be in respect
of a portion of such assigning Lender's rights and obligations under this
Agreement and any Specified Notes equal to or in excess of the Equivalent Amount
of $2,500,000 or, if such assigning Lender's outstanding Commitment on the date
of such assignment is less than the Equivalent Amount of $2,500,000, the
aggregate of such assigning Lender's Commitments hereunder, or as otherwise
agreed by the Specified Borrower and the Specified Agent, (y) no Swing Line
Lender may transfer any portion of its Specified Swing Line Commitment without
the consent of the Specified Borrower (such consent not to be unreasonably
withheld) and (z) if any Lender assigns a part of its rights and obligations
under this Agreement in respect of any of its Specified Revolving Credit Loans
and/or Specified Revolving Credit Commitments to a Specified Assignee, such
Lender shall assign proportionate interests in its other Revolving Credit Loans
and Revolving Credit Commitments. Upon such execution, delivery, acceptance and
recording, from and after the effective date determined pursuant to such
Assignment and Acceptance, (y) the Specified Assignee thereunder shall be a
party hereto and, to the extent provided in such Assignment and Acceptance, have
the rights and obligations of a Specified Lender hereunder with Specified
Commitments as set forth therein, and (z) the assigning Specified Lender
thereunder shall, to the extent provided in such Assignment and Acceptance, be
released from its obligations under this Agreement (and, in the case of an
Assignment and Acceptance covering all or the remaining portion of an assigning
Specified Lender's rights and obligations under this Agreement, such assigning
Specified Lender shall cease to be a party hereto).

(d) Each Specified Agent acting, for this purpose, as agent of the
Specified Borrower shall maintain at its address referred to in subsection 12.2
a copy of each Assignment and Acceptance delivered to it and a register (the
"SPECIFIED REGISTER") for the recordation of the names and addresses of the
Specified Lenders and the Specified Commitments of, and principal amount of the
Specified Loans owing to, each Specified Lender from time to time and any
Specified Notes evidencing such Specified Loans. The entries in the Specified
Register shall be conclusive, in the absence of manifest error, and the
Borrowers, the Agents and the Lenders may treat each Person whose name is
recorded in the Specified Register as the owner of the Specified Loans and any
Specified Notes evidencing such Specified Loans recorded therein for all
purposes of this Agreement. No assignment or transfer of any Specified Loan (or
portion thereof) or any Specified Note evidencing such Specified Loan shall be
effected unless and until it has been recorded in the Specified Register as
provided in this subsection 12.6(d). Any assignment or transfer of all or part
of a Specified Note shall be registered on the Register only upon surrender for
registration of assignment or transfer of the Specified Note, accompanied by a
duly executed Assignment and Acceptance, and thereupon one or more new Specified
Notes in the same aggregate principal amount shall be issued to the designated
Assignee and the old Specified Notes shall be returned by the Specified Agent to
the Borrower marked "cancelled". The Specified Register shall be available for
inspection by the Borrowers or any Lender at any reasonable time and from time
to time upon reasonable prior notice.

(e) Upon its receipt of an Assignment and Acceptance executed by an
assigning Specified Lender and a Specified Assignee (and, in the case of a
Specified Assignee that is not, before such assignment, a Specified Lender, an
affiliate thereof or a Related Fund of such Specified Lender, by the Specified
Agent) together with payment, by a Specified Assignee, to the Specified Agent of
a registration and processing fee of the Equivalent Amount of $4,000 (except in
the case of a Specified Assignee that is a Specified Lender, an affiliate
thereof or a Related Fund of such Specified Lender) if the Specified Assignee is
not a Specified Lender prior to the execution of the Specified Assignment and
Acceptance and $1,000 otherwise, the Specified Agent shall (i) promptly accept
such Assignment and Acceptance and (ii) on the effective date determined
pursuant thereto record the information contained therein in the Specified
Register and give notice of such acceptance and recordation to the assigning
Specified Lender, the Specified Assignee and the Specified Borrower. On or
prior to such effective date, if requested, the Specified Borrower, at its own
expense, shall execute and deliver to the Specified Agent (in exchange for any
Specified Revolving Credit Note, Specified Swing Line Note or Specified Term
Note of the assigning

Specified Lender) a new Specified Revolving Credit Note, Specified Swing Line
Note or Specified Term Note, as the case may be, to the order of such Specified
Assignee in an amount equal to the Specified Revolving Credit Commitment,
Specified Swing Line Commitment or portion of the Specified Term Loan, as the
case may be, assumed by it pursuant to such Specified Assignment and Acceptance
and, if the assigning Specified Lender has retained a Specified Revolving Credit
Commitment, Specified Swing Line Commitment or portion of a Specified Term Loan
hereunder, a new Specified Revolving Credit Note, Specified Swing Line Note or
Specified Term Note, as the case may be, to the order of the assigning Specified
Lender in an amount equal to the Specified Revolving Credit Commitment or
Specified Term Loan, as the case may be, retained by it hereunder. Such new
Specified Notes shall be in the form of the Specified Note replaced thereby.

(f) The Specified Borrower authorizes each Specified Lender to
disclose to any Specified Participant or Specified Assignee (each, a "SPECIFIED
TRANSFEREE") and any prospective Specified Transferee any and all financial
information in such Specified Lender's possession concerning the Credit Parties
and their Affiliates which has been delivered to such Specified Lender by or on
behalf of the Credit Parties pursuant to this Agreement or which has been
delivered to such Specified Lender by or on behalf of the Credit Parties in
connection with such Specified Lender's credit evaluation of the Specified
Borrower and its Affiliates prior to becoming a party to this Agreement, under
the condition such Specified Transferee or prospective Specified Transferee
agrees to comply with the provisions of subsection 12.16.

(g) For avoidance of doubt, the parties to this Agreement acknowledge
that the provisions of this subsection concerning assignments of Specified Loans
and Specified Notes relate only to absolute assignments and that such provisions
do not prohibit assignments creating security interests, including, without
limitation, any pledge or assignment by US Lender of any Loan or Note to any
Federal Reserve Bank in accordance with applicable law.

12.7 ADJUSTMENTS; SET-OFF. (a) If any Specified Lender (a
"BENEFITTED SPECIFIED LENDER") shall at any time receive any payment of all or
part of the Specified Obligations owing to it or receive any collateral in
respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to
events or proceedings of the nature referred to in subsection 9(f), or
otherwise), in a greater proportion than any such payment to or collateral
received by any other Specified Lender, if any, in respect of the Specified
Obligations owing to such other Specified Lender, such benefitted Specified
Lender shall purchase for cash from the other Specified Lenders a participating
interest in such portion of the Specified Obligations owing to each such other
Specified Lender, or shall provide such other Specified Lenders with the
benefits of any such collateral, or the proceeds thereof, as shall be necessary
to cause such benefitted Specified Lender to share the excess payment or
benefits of such collateral or proceeds ratably with each of the Specified
Lenders; PROVIDED, HOWEVER, that if all or any portion of such excess payment or
benefits is thereafter recovered from such benefitted Specified Lender, such
purchase shall be rescinded, and the purchase price and benefits returned, to
the extent of such recovery, but without interest.

(b) In addition to any rights and remedies of the Specified Lenders
provided by law, each Specified Lender shall have the right, without prior
notice to the Specified Borrower, any such notice being expressly waived by the
Specified Borrower to the extent permitted by applicable law, upon any amount
becoming due and payable by the Specified Borrower hereunder or under any
Specified Notes and not paid by the Specified Borrower after expiration of any
applicable grace periods (whether at the stated maturity, by acceleration or
otherwise) to set-off and appropriate and apply against such amount any and all
deposits (general or special, time or demand, provisional or final), in any
currency, and any other credits, indebtedness or claims, in any currency, in
each case whether direct or indirect, absolute or contingent, matured or
unmatured, at any time held or owing by such Specified Lender or any branch or
agency thereof to or for the credit or the account of the Specified Borrower.
Each Specified Lender agrees promptly to notify the Specified Borrower and the
Specified Agent after any such set-off and

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

12.8 COUNTERPARTS. This Agreement may be executed by one or more of
the parties to this Agreement on any number of separate counterparts, and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument. A set of the copies of this Agreement signed by all the parties
shall be lodged with each of the Borrowers and Agents.

12.9 SEVERABILITY. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

12.10 INTEGRATION. This Agreement and the other Loan Documents
represent the agreement of the Credit Parties and the Secured Parties with
respect to the subject matter hereof, and there are no promises, undertakings,
representations or warranties by any of the Agents or any Lender relative to the
subject matter hereof not expressly set forth or referred to herein or in the
other Loan Documents.

12.11 JUDGMENT CURRENCY.

(a) If, for the purpose of obtaining or enforcing judgment against
any Credit Party in any court in any jurisdiction, it becomes necessary to
convert into any other currency (such other currency being hereinafter in this
subsection 12.11 referred to as the "JUDGMENT CURRENCY") an amount due in a
particular currency (the "DENOMINATED CURRENCY") under any Loan Document, the
conversion shall be made at the rate of exchange prevailing on the Business Day
immediately preceding the date of actual payment of the amount due, in the case
of any proceeding in the courts of any jurisdiction that will give effect to
such conversion being made on such date, or the date on which the judgment is
given, in the case of any proceeding in the courts of any other jurisdiction
(the applicable date as of which such conversion is made pursuant to this
subsection 12.11 being hereinafter in this subsection 12.11 referred to as the
"JUDGMENT CONVERSION DATE").

(b) If, in the case of any proceeding in the court of any
jurisdiction referred to in subsection 12.11(a), there is a change in the rate
of exchange prevailing between the Judgment Conversion Date and the time of
actual receipt of the amount due in immediately available funds, the applicable
Credit Party shall pay such additional amount (if any, but in any event not a
lesser amount) as may be necessary to ensure that the amount actually received
in the Judgment Currency, when converted at the rate of exchange prevailing on
the date of payment, will produce the amount of Denominated Currency which could
have been purchased with the amount of the Judgment Currency stipulated in the
judgment or judicial order at the rate of exchange prevailing on the Judgment
Conversion Date.

(c) Any amount due from any Credit Party under this subsection 12.11
shall be due as a separate debt and shall not be affected by judgment being
obtained for any other amounts due under or in respect of any of the Loan
Documents.

(d) The term "RATE OF EXCHANGE" in this subsection 12.11 means the
spot rate of exchange at which the Specified Agent would, on the relevant date
at or about 12:00 noon, be prepared to sell Denominated Currency against the
Judgment Currency.

12.12 GOVERNING LAW. THIS AGREEMENT AND ANY NOTES AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT AND

ANY NOTES SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK.

12.13 SUBMISSION TO JURISDICTION; WAIVERS. Each of the Borrowers
hereby irrevocably and unconditionally:

(a) submits for itself and its property in any legal action or
proceeding relating to this Agreement and the other Loan Documents to which
it is a party, or for recognition and enforcement of any judgement in
respect thereof, to the non-exclusive general jurisdiction of the courts of
the State of New York, the courts of the United States of America for the
Southern District of New York, and appellate courts from any thereof;

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

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

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

(e) waives, to the maximum extent not prohibited by law, any right it
may have to claim or recover in any legal action or proceeding referred to
in this subsection any special, exemplary, punitive or consequential
damages; and

(f) with respect to the Foreign Subsidiary Borrowers, appoints the US
Borrower, as its agent (in such capacity, the "PROCESS AGENT") to receive
on its behalf service of copies of the summons and complaint and any other
process that may be served in any such proceeding. Service may be made on
the Process Agent at its address specified above or on the Specified
Foreign Subsidiary Borrower at its address specified hereunder, in each
case in the manner provided for the giving of notices in subsection 12.2
hereof.

12.14 ACKNOWLEDGEMENTS. Each of the Borrowers hereby acknowledges
that:

(a) it has been advised by counsel in the negotiation, execution and
delivery of this Agreement and any Notes and the other Loan Documents;

(b) no Secured Party has any fiduciary relationship with or duty to
the Credit Parties arising out of or in connection with this Agreement or
any of the other Loan Documents, and the relationship between the Secured
Parties, on one hand, and the Credit Parties, on the other hand, in
connection herewith or therewith is solely that of creditor and debtor; and

12.15 WAIVERS OF JURY TRIAL. EACH BORROWER, THE LENDERS, AND EACH
AGENT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL
ACTION OR PROCEEDING RELATING TO THIS

AGREEMENT OR ANY NOTES OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM
THEREIN.

12.16 CONFIDENTIALITY. Each Specified Lender agrees to keep
confidential any information obtained by it pursuant hereto and the other Loan
Documents identified as confidential at the time of delivery in accordance with
such Lender's customary practices and agrees that it will only use such
information in connection with the transactions contemplated by this Agreement
and not disclose any of such information other than (a) to such Lender's
trustees, officers, directors, employees, representatives, attorneys, agents or
affiliates who are involved in the Transactions and are advised of the
confidential nature of such information, (b) to the extent such information
presently is or hereafter becomes available to such Lender on a non-confidential
basis from any source or such information that is in the public domain at the
time of disclosure, (c) to the extent disclosure is required by law, regulation,
subpoena or judicial order or process (provided that notice of such requirement
or order shall be promptly furnished to the Specified Borrower unless such
notice is legally prohibited) or requested or required by bank regulators or
auditors or any administrative body, commission, or other Governmental Authority
to whose jurisdiction such Lender may be subject, (d) to assignees or
participants or potential assignees or participants or to professional advisors
or direct or indirect contractual counterparties in swap agreements provided in
each case such Person agrees to be bound by the provisions of this subsection
12.16, (e) to the extent required in connection with any litigation between any
Credit Party and any Specified Lender with respect to the Specified Loans or
this Agreement and the other Loan Documents, (f) to rating agencies, their
employees, representatives, attorneys, agents or affiliates who are involved in
the Transactions and are advised of the confidential nature of such information
and agree to be bound by provisions of this subsection 12.16, (g) to the
National Association of Insurance Commissioners and (h) with the Specified
Borrower's prior written consent, PROVIDED THAT, in no event shall any
confidential information be disclosed to the Customers. The agreements in this
subsection shall survive repayment of the Specified Loans and all other amounts
payable hereunder.

[rest of page intentionally left blank]

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

BORROWERS
---------

J.L. FRENCH AUTOMOTIVE CASTINGS, INC.,
as US Borrower

By: /s/ Carl E. Nelson
----------------------------------
Name: Carl E. Nelson
Title: Vice President

AUTOMOTIVE COMPONENTS INVESTMENTS
LIMITED, as English Bidco

By: /s/ D. White
----------------------------------
Name: D. White
Title: Director

MORRIS ASHBY LIMITED,
as English Borrower and Euro Borrower

By: /s/ D. White
----------------------------------
Name: D. White
Title: Director

AGENTS
------

THE CHASE MANHATTAN BANK,
as Administrative Agent and Collateral
Agent and as a Lender

By: [ILLEGIBLE]
----------------------------------
Name:
Title: Vice President

CHASE MANHATTAN INTERNATIONAL
LIMITED, as English Agent and Euro
Agent

By: [ILLEGIBLE]
----------------------------------
Name:
Title: Second Vice President

By: /s/ S. Hurford
----------------------------------
Name: S. Hurford
Title: Vice President

BANK OF AMERICA N.A.,
as Syndication Agent and as a Lender

By: /s/ Matthew J. Reilly
----------------------------------
Name: Matthew J. Reilly
Title: Vice President

BANKBOSTON, N.A.

By: /s/ Maura C. Wadlinger
----------------------------------
Name: Maura C. Wadlinger
Title: Vice President

THE BANK OF NOVA SCOTIA

By: /s/ P.C.M. Ashby
----------------------------------
Name: P.C.M. Ashby
Title: Senior Manger Loan
Operations

BANK ONE, MICHIGAN (F/K/A NBD BANK)

By: /s/ Glenn A. Currin
----------------------------------
Name: Glenn A. Currin
Title: First Vice President

BANK ONE, N.A. (F/K/A FIRST NATIONAL
BANK OF CHICAGO)

By: /s/ Glenn A. Currin
----------------------------------
Name: Glenn A. Currin
Title: First Vice President

CANADIAN IMPERIAL BANK OF COMMERCE

By: /s/ Karen Volk
----------------------------------
Name: Karen Volk
Title: Authorized Signatory

CAPTIVA II FINANCE LTD.

By: /s/ John H. Cullinane
----------------------------------
Name: John H. Cullinane
Title: Director

CERES FINANCE LTD.

By: /s/ John H. Cullinane
----------------------------------
Name: John H. Cullinane
Title: Director

CREDIT AGRICOLE INDOSUEZ

By: /s/ Ernest V. Hodge
----------------------------------
Name: Ernest V. Hodge
Title: Vice President
Senior Relationship Manager

By: /s/ Raymond A. Falkenberg
----------------------------------
Name: Raymond A. Falkenberg
Title: Vice President, Manager

CYPRESSTREE INVESTMENT MANAGEMENT
COMPANY, INC.,
As: Attorney-in-Fact and on behalf of
First Allmerica Financial Life
Insurance, as Portfolio Manager

By: /s/ Timothy M. Barns
----------------------------------
Name: Timothy M. Barns
Title: Managing Director

COMERICA BANK

By: /s/ Daryl R. Krause
----------------------------------
Name: Daryl R. Krause
Title: Vice President

CYPRESSTREE SENIOR FLOATING RATE FUND

By: CypressTree Investment Management
Company, Inc., as Portfolio Manager

By: /s/ Timothy M. Barns
----------------------------------
Name: Timothy M. Barns
Title: Managing Director

CHASE MANHATTAN INTERNATIONAL LIMITED,
as English Agent and Euro Agent

By: /s/ [ILLEGIBLE]
----------------------------------
Name:
Title: Second Vice President

By: /s/ [ILLEGIBLE]
----------------------------------
Name:
Title: Vice President

BANK OF AMERICA N.A.,
as Syndication Agent and as a Lender

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

CREDIT AGRICOLE INDOSUEZ

By: /s/ Ernest V. Hodge
----------------------------------
Name: Ernest V. Hodge
Title: Vice President
Senior Relationship Manager

By: /s/ Raymond A. Falkenberg
----------------------------------
Name: Raymond A. Falkenberg
Title: Vice President, Manager

DRESDNER BANK AG. NEW YORK AND
GRAND CAYMAN BRANCHES

By: /s/ Beverly G. Cason
----------------------------------
Name: Beverly G. Cason
Title: Vice President

By: /s/ John W. Sweeney
----------------------------------
Name: John W. Sweeney
Title: Vice President

FIRST UNION NATIONAL BANK

By: /s/ Kent Davis
----------------------------------
Name: Kent Davis
Title: Vice President

FRANKLIN FLOATING RATE TRUST

By: /s/ Chauncey Lufkin
----------------------------------
Name: Chauncey Lufkin
Title: Vice President

HARRIS TRUST AND SAVINGS BANK

By: /s/ [ILLEGIBLE]
----------------------------------
Name:
Title: Vice President

HELLER FINANCIAL, INC.

By: /s/ Scott Ziemke
----------------------------------
Name: Scott Ziemke
Title: Assistant Vice President

SENIOR DEBT PORTFOLIO

By: Boston Management and Research,
as Investment Advisor

By: /s/ Scott H. Page
----------------------------------
Name: Scott H. Page
Title: Vice President

EATON VANCE SENIOR INCOME TRUST

By: Eaton Vance Management as
Investment Advisor

By: /s/ Scott H. Page
----------------------------------
Name: Scott H. Page
Title: Vice President

EATON VANCE INSTITUTIONAL SENIOR LOAN
FUND

By: Eaton Vance Management, as
Investment Advisor

By: /s/ Scott H. Page
----------------------------------
Name: Scott H. Page
Title: Vice President

KZH CYPRESSTREE-1 LLC

By: /s/ Peter Chin
----------------------------------
Name: Peter Chin
Title: Authorized Agent

KZH IV LLC

By: /s/ Peter Chin
----------------------------------
Name: Peter Chin
Title: Authorized Agent

LASALLE BANK NATIONAL ASSOCIATION

By: /s/ Brian Sommerfeld
----------------------------------
Name: Brian Sommerfeld
Title: Corporate Banking Officer

METROPOLITAN LIFE INSURANCE COMPANY

By: /s/ James R. Dingler
----------------------------------
Name: James R. Dingler
Title: Director

THE MITSUBISHI TRUST & BANKING
CORPORATION

By: /s/ [ILLEGIBLE]
----------------------------------
Name:
Title: Chief Manager

MORGAN STANLEY DEAN WITTER PRIME INCOME
TRUST

By: /s/ Sheila Finnerty
----------------------------------
Name: Sheila Finnerty
Title: Vice President

NORTH AMERICAN SENIOR FLOATING RATE FUND

By: CypressTree Investment Management
Company, Inc. as Portfolio Manager

By: /s/ Timothy M. Barns
----------------------------------
Name: Timothy M. Barns
Title: Managing Director

OCTAGON INVESTMENT PARTNERS II, LLC
By: Octagon Credit Investors, LLC
as sub-investment manager

By: /s/ Michael B. Nechamkin
----------------------------------
Name: Michael B. Nechamkin
Title: Portfolio Manager

OCTAGON LOAN TRUST
By: Octagon Credit Investors,
as manager

By: /s/ Michael B. Nechamkin
----------------------------------
Name: Michael B. Nechamkin
Title: Portfolio Manager

OXFORD STRATEGIC INCOME FUND

By: Eaton Vance Management,
as Investment Advisor

By: /s/ Scott H. Page
----------------------------------
Name: Scott H. Page
Title: Vice President

PERSEUS CDO I, LIMITED

By: Massachussetts Mutual Life Insurance
Company, as Collateral Manager

By: /s/ Jill A. Fields
----------------------------------
Name: Jill A. Fields
Title: Managing Director

SAAR HOLDINGS CDO LIMITED

By: Massachussetts Mutual Life Insurance
Company, as Collateral Manager

By: /s/ Jill A. Fields
----------------------------------
Name: Jill A. Fields
Title: Managing Director

STEIN ROE & FARNHAM CLO I LTD.,

By: /s/ Kathleen A. Zarn
----------------------------------
Name: Kathleen A. Zarn
Title: Vice President

SCOTIABANK EUROPE PLC

By: /s/ T.A. Burchett
----------------------------------
Name: T.A. Burchett
Title: Relationship Manager

St. Francis Bank, F.S.B.

By: /s/ John C. Tans
----------------------------------
Name: John C. Tans
Title: VP.

STEIN ROE FLOATING RATE LIMITED
LIABILITY COMPANY

By: /s/ Kathleen A. Zarn
----------------------------------
Name: Kathleen A. Zarn
Title: Vice President,
Stein Roe & Farnham
Incorporated, as Advisor to
the Stein Roe Floating Rate
Limited Liability Company

THE TRAVELERS INSURANCE COMPANY

By: /s/ [ILLEGIBLE]
----------------------------------
Name:
Title: 2nd VP

TRAVELERS CORPORATE LOAN FUND INC.

By: Travelers Asset Management
International Corporation

By: /s/ [ILLEGIBLE]
----------------------------------
Name:
Title: 2nd VP

THE TRAVELERS INSURANCE COMPANY

By: /s/ [ILLEGIBLE]
----------------------------------
Name:
Title: 2nd VP

TRAVELERS CORPORATE LOAN FUND INC.

By: Travelers Asset Management
International Corporation

By: /s/ [ILLEGIBLE]
----------------------------------
Name:
Title: 2nd VP

U.S. BANK NATIONAL ASSOCIATION

By: /s/ Robert A. Rosati
----------------------------------
Name: Robert A. Rosati
Title: Asst. Vice President

VAN KAMPEN CAPITAL SENIOR FLOATING
RATE

By: Van Kampen Investment Advisory
Corp.

By: /s/ [ILLEGIBLE]
----------------------------------
Name:
Title: Vice President

ADMINISTRATIVE SCHEDULE TO
CREDIT AGREEMENT

I. Available Currencies.

US BORROWER: Dollars and, with respect to the US Sterling Term Loans
only, Pounds Sterling.

ENGLISH BORROWER: Pounds Sterling

EURO BORROWER: Euro

II. Base Rates and Interest Payment Dates.

US BORROWER: DOLLARS - "BASE RATE": for any day, a rate per annum
(rounded upwards, if necessary, to the next 1/16 of 1%) equal to the
greatest of (a) the Prime Rate in effect on such day, (b) the Base CD Rate
in effect on such day plus 1% and (c) the Federal Funds Effective Rate in
effect on such day plus 1/2 of 1%. For purposes hereof: "PRIME RATE"
shall mean the rate of interest per annum publicly announced from time to
time by the Administrative Agent as its prime rate in effect at its
principal office in New York City; "BASE CD RATE" shall mean the sum of
(a) the product of (i) the Three-Month Secondary CD Rate and (ii) a
fraction, the numerator of which is one and the denominator of which is
one minus the C/D Reserve Percentage and (b) the C/D Assessment Rate;
"THREE-MONTH SECONDARY CD RATE" shall mean, for any day, the secondary
market rate for three-month certificates of deposit reported as being in
effect on such day (or, if such day shall not be a Business Day, the next
preceding Business Day) by the Board through the public information
telephone line of the Federal Reserve Bank of New York (which rate will,
under the current practices of the Board, be published in Federal Reserve
Statistical Release H.15(519) during the week following such day), or, if
such rate shall not be so reported on such day or such next preceding
Business Day, the average of the secondary market quotations for
three-month certificates of deposit of major money center banks in New
York City received at approximately 10:00 a.m., New York City time, on
such day (or, if such day shall not be a Business Day, on the next
preceding Business Day) by the Administrative Agent from three New York
City negotiable certificate of deposit dealers of recognized standing
selected by it; and "FEDERAL FUNDS EFFECTIVE RATE" shall mean, for any
day, the weighted average of the rates on overnight federal funds
transactions with members of the Federal Reserve System arranged by
federal funds brokers, as published on the next succeeding Business Day by
the Federal Reserve Bank of New York, or, if such rate is not so published
for any day which is a Business Day, the average of the quotations for the
day of such transactions received by the Administrative Agent from three
federal funds brokers of recognized standing selected by it. If for any
reason the Administrative Agent shall have determined (which determination
shall be conclusive absent manifest error) that it is unable to ascertain
the Base CD Rate or the Federal Funds Effective Rate, or both, for any
reason, including the inability or failure of the Administrative Agent to
obtain sufficient quotations in accordance with the terms thereof, the
Base Rate shall be determined without regard to clause (b) or (c), or
both, of the first sentence of this definition, as appropriate, until the
circumstances giving rise to such inability no longer exist. Any change
in the Base Rate due to a change in the Prime Rate, the Base CD Rate or
the Federal Funds Effective Rate shall be effective on the effective day
of such change in the Prime Rate, the Base CD Rate or the Federal Funds
Effective Rate, respectively; "C/D ASSESSMENT RATE" shall mean for any day
as applied to the Base CD Rate, the net annual assessment rate (rounded
upward to the nearest 1/100th of 1%) determined by the Administrative
Agent to be payable on such day to the Federal Deposit Insurance
Corporation or any successor ("FDIC") for FDIC's insuring time deposits
made in Dollars at offices of the Administrative Agent in the United
States; and "C/D RESERVE PERCENTAGE" shall mean, for any day as applied to
the CD Base Rate, that percentage (expressed as a decimal) which is in
effect on such day, as prescribed by the Board, for

determining the maximum reserve requirement for a member bank of the
Federal Reserve System in New York City with deposits exceeding one
billion Dollars in respect of new non-personal time deposits in Dollars in
New York City having a three month maturity and in an amount of $100,000
or more.

Interest shall be payable on the last day of each March, June, September,
and December and shall be calculated on the basis of 360 days when based
on the Federal Funds Effective Rate or the CD Base Rate.

US BORROWER: POUNDS STERLING - Same as English Borrower below.

ENGLISH BORROWER: Base Rate means the rate that the English Agent
announces from time to time as its Base Rate, as in effect from time to
time plus 0.25%.

EURO BORROWER: Base Rate means the rate that the Euro Agent determines
from time to time to be its cost of funds for obtaining the requested
amount of euro for the Specified Interest Period, as in effect from time
to time.

III. Eurocurrency Base Rates and Permitted Interest Periods.

US BORROWER: DOLLARS - "EUROCURRENCY BASE RATE": with respect to each
day during each Interest Period pertaining to a Eurocurrency Loan, the
rate per annum equal to the rate at which Chase is offered Dollar deposits
at or about 10:00 a.m., New York City time, two Business Days prior to the
beginning of such Interest Period in the interbank eurodollar market where
the eurodollar and foreign currency and exchange operations in respect of
its Eurocurrency Loans are then being conducted for delivery on the first
day of such Interest Period for the number of days comprised therein and
in an amount comparable to the amount of its Eurocurrency Loan to be
outstanding during such Interest Period.

Permitted Interest Periods shall be one, two, three, six or to the extent
available to all US Lenders, nine or twelve months and interest shall be
calculated on the basis of a 360-day year.

US BORROWER: POUNDS STERLING - Same as English Borrower below.

ENGLISH BORROWER: "EUROCURRENCY BASE RATE": with respect to each day
during each Interest Period pertaining to a Loan, a rate per annum
(rounded upward to the nearest 1/100th of 1%) equal to the sum of (a)
LIBOR for such Interest Period and (b) the rate per annum calculated by
the English Agent in accordance with Schedule 1.1(B); "LIBOR" means in
relation to any Interest Period, the rate per annum (rounded upwards, if
necessary, to the nearest 1/100th of 1%) quoted at or about 11:00 a.m.,
London time, on the Quotation Date for such period on that page of the
Telerate Screen which displays British Bankers Association Interest
Settlement Rates for deposits in Pounds Sterling of the equivalent amount
for such period (such page being currently 3750) or, if such page or such
service shall cease to be available, such other page or such other service
(as the case may be) for the purpose of displaying British Bankers
Association Interest Settlement Rates for Pounds Sterling as the English
Agent, after consultation with the Lenders and the Borrower, shall select
PROVIDED that if no such rate is displayed for Pounds Sterling and the
relevant period and the English Agent has not selected an alternative
service on which two or more such quotations are displayed, "LIBOR" shall
mean the arithmetic mean (rounded upwards, if necessary, to the nearest
1/100th of 1%) of the rates (as notified to the English Agent) at which
each of the Reference Banks was offering to prime banks in the London
Interbank Market deposits in Pounds Sterling of such amount and for such
period at or about 11:00 a.m., London time, on the Quotation Date for such
period; "REFERENCE BANKS" means the principal London offices of The Chase
Manhattan Bank and/or such other bank or banks as may from time to time

be agreed between the English Agent and the English Borrower; and
"QUOTATION DATE" means in relation to any period for which an interest
rate is to be determined hereunder, the day on which quotations would
ordinarily be given by prime banks in the London Interbank Market for
deposits in the currency in relation to which such rate is to be
determined for delivery on the first day of that period, provided that,
if, for any such period, quotations would ordinarily be given on more than
one date, the Quotation Date for that period shall be the last of those
dates.

EURO BORROWER: "EUROCURRENCY BASE RATE": with respect to each day during
each Interest Period pertaining to a Eurocurrency Loan, the rate per annum
equal to the sum of (a) the rate at which Chase is offered euro deposits
at or about 10:00 a.m., London time, two Business Days prior to the
beginning of such Interest Period in the interbank market where the
foreign currency and exchange operations in respect of its Eurocurrency
Loans are then being conducted for delivery on the first day of such
Interest Period for the number of days comprised therein and in an amount
comparable to the amount of its Eurocurrency Loan to be outstanding during
such Interest Period and (b) the rate per annum calculated by the English
Agent in accordance with Schedule 1.1(B).

Permitted Interest Periods shall be one, two, three, six or to the extent
agreed to by the English Lenders or the Euro Lenders, as the case may be,
or such other periods as may be available to all of the Specified Lenders
and interest shall be calculated on the basis of a 360-day year.

IV. Available Accommodations

US BORROWER: Letters of Credit in an amount not to exceed $5,000,000.

ENGLISH BORROWER: Letters of Credit in an amount not to exceed L5,000,000
plus the Bank Guarantee Letters of Credit.

V. Swing Line Lenders

US BORROWER: Chase in an amount not to exceed $5,000,000.

ENGLISH BORROWER: Chase in an amount not to exceed L3,000,000; PROVIDED
that the minimum amount provision in subsection 2.12(a)
shall not apply to such Swing Line Loans.

VI. Cash Equivalents.

DOLLARS. (a) securities with maturities of one year or less from the
date of acquisition issued or fully guaranteed or insured by the United
States Government or any agency thereof, (b) certificates of deposit, time
deposits, overnight bank deposits, bankers acceptances and repurchase
agreements of any commercial bank which has, or whose obligations are
guaranteed by an affiliated commercial bank which has capital and surplus
in excess of $500,000,000 having maturities of one year or less from the
date of acquisition, (c) commercial paper of an issuer rated at least A-1
by Standard & Poor's Corporation or P-1 by Moody's Investors Service,
Inc., or carrying an equivalent rating by a nationally recognized rating
agency if both of the two named rating agencies cease publishing ratings
of investments, (d) money market accounts or funds with or issued by
Qualified Issuers, (e) repurchase obligations with a term of not more than
90 days for underlying securities of the types described in clause (a)
above entered into with any bank meeting the qualifications specified in
clause (b) above, and (f) demand deposit accounts maintained in the
ordinary course of business with any Lender or with any bank that is not a
Lender not in excess of $100,000 in the aggregate on deposit with any such
bank; "QUALIFIED

ISSUER" means any commercial bank (a) which has, or whose obligations are
guaranteed by an affiliated commercial bank which has, capital and surplus
in excess of $500,000,000 and (b) the outstanding short-term debt
securities of which are rated at least A-1 by Standard & Poor's
Corporation or at least P-1 by Moody's Investors Service, Inc., or carry
an equivalent rating by a nationally recognized rating agency if both of
the two named rating agencies cease publishing ratings of investments.

POUNDS STERLING. (a) any credit balances, realizable within three (3)
months, on any bank or other deposit, savings or current account held in
the United Kingdom (or any other jurisdiction from which cash is readily
remittable to the United Kingdom); (b) cash in hand; (c) gilt edged
securities; (d) Sterling commercial paper maturing not more than twelve
(12) months from the date of issue and rated A-1 by Standard & Poor's
Corporation or P-1 by Moody's Investor Services Inc.; (e) any deposit with
or acceptance maturing not more than one (1) year after issue accepted by
an institution authorized under the Banking Act 1987 or a Bank; and (f)
Sterling denominated debt securities having not more than one (1) year
until final maturity and listed on a recognized stock exchange and rated
at least AA by Standard & Poor's Corporation or Aa by Moody's Investors
Services Inc.

VII. Specified Notice Times

US BORROWER: DOLLARS AND POUNDS STERLING - (a) Eurocurrency borrowings,
12:00 noon New York City time three Business Days prior to the applicable
event and (b) Base Rate borrowings, 12:00 noon New York City time one
Business Days prior to the applicable event.

ENGLISH BORROWER: 12:00 noon London time three Business Days prior to the
applicable event.

EURO BORROWER: 12:00 noon London time three Business Days prior to the
applicable event.

VIII. Specified Revolving Credit Commitment Periods.

US BORROWER: the period from and including the Original Closing Date to,
but not including, the Specified Revolving Credit Commitment Termination
Date or such earlier date on which the US Revolving Credit Commitments are
terminated (whether pursuant to Section 9 or otherwise).

ENGLISH BORROWER: the period from and including the Original Closing Date
to, but not including, the Scheduled Revolving Credit Commitment
Termination Date or such other earlier date on which the English Revolving
Credit Commitments are terminated (whether pursuant to Section 9 or
otherwise).

EURO BORROWER: the period from and including the Original Closing Date
to, but not including, the Scheduled Revolving Credit Commitment
Termination Date or such other earlier date on which the Euro Revolving
Credit Commitments are terminated (whether pursuant to Section 9 or
otherwise).

IX. Specified Revolving Credit Commitment Termination Date.

US BORROWER: the Scheduled Revolving Credit Commitment Termination Date.

ENGLISH BORROWER: the Scheduled Revolving Credit Commitment Termination
Date.

EURO BORROWER: the Scheduled Revolving Credit Commitment Termination
Date.

SCHEDULE 1.1 TO
CREDIT AGREEMENT

COMMITMENTS

- ----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
US TRANCHE A US TRANCHE B ENGLISH
TERM LOAN TERM LOAN US STERLING TERM TERM LOAN US REVOLVING
US LENDERS COMMITMENT COMMITMENT LOAN COMMITMENT COMMITMENT CREDIT COMMITMENT
- ----------------------------------------------------------------------------------------------------------------------------------

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

TOTAL
- ----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------

SUBLIMITS OF US REVOLVING
CREDIT COMMITMENTS

- ----------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------
ENGLISH
REVOLVING CREDIT EURO REVOLVING
ENGLISH EURO LENDERS COMMITMENT CREDIT COMMITMENT
- ----------------------------------------------------------------------------------------------------------

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

- ----------------------------------------------------------------------------------------------------------
TOTAL
- ----------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------

SCHEDULE 1.1(B) TO
CREDIT AGREEMENT

1 The rate per annum referred to in clause (b) of the definition of
"Eurocurrency Base Rate" relative to each English Loan and Euro Loan where
(and to the extent that) English Lenders or Euro Lenders, as the case may
be, making such Loans are subject to Additional Cost, will be, subject as
hereinafter provided, for the Interest Period relating to such Loan (or, if
longer than three (3) months, for each consecutive period for three (3)
months within such Interest Period and for any balance of such Interest
Period) (which Interest Period if not longer than three (3) months and each
other such period is herein referred to as a "Relevant Period") the
percentage rate (or the arithmetic average of the percentage rates where
there is more than one Reference Bank supplying the same) supplied by the
Reference Banks (or such of them as supply it to the English Agent or the
Euro Agent, as the case may be) arrived at by applying the following
formula in relation to each Reference Bank:

In relation to a Loan denominated in Pounds Sterling:

Additional Cost = BY + S(Y-Z) + F x 0.01 % per annum
----------------------
100 - (B+S)

In relation to a Loan denominated in any other currency:

Additional Cost = F x 0.01 % per annum
--------
300

Where:

B = The percentage of such Reference Bank's eligible liabilities then
required to be held on a non-interest deposit account with the
Bank of England pursuant to the cash ratio requirements of the
Bank of England.

Y = The rate at which Pounds Sterling deposits in an amount
approximately equal to the principal amount of such Loan are
offered by such Reference Bank to leading banks in the London
Interbank Market at or about 11:00 a.m. London time on the first
day of the Relevant Period for a period comparable to the
Relevant Period.

S = The percentage of such Reference Bank's eligible liabilities then
required to be placed as a special deposit with the Bank of
England.

Z = The percentage interest rate per annum allowed by the Bank of
England on special deposits.

F = The charge payable by such Reference Bank to the Financial
Services Authority under paragraph 2.02 or 2.03 (as appropriate)
of the Fees Regulations but where for this purpose, the figure in
paragraph 2.02b and 2.03b will be deemed to be zero expressed in
pounds per L1 million of the fee base of such Reference Bank.

For purposes of this paragraph, "eligible liabilities" and "special
deposits" shall bear the meanings ascribed to them from time to time by the
Bank of England and "fee base" has the meaning given to it in the Fees
Regulations, and "Fees Regulations" means Banking Supervision (Fees)
Regulations 1999 and/or any other regulations governing the payment of fees
for banking supervision. "Additional Cost" means the cost imputed to the
English Lenders or the Euro Lenders, as the case may be, of compliance with
(a) the Mandatory Liquid Assets requirements of the Bank of England and/or
the banking supervision or other costs of the Financial Services Authority
as determined in accordance with this Schedule 1.1(B) and (b) any other
applicable Governmental Authority or central bank requirement relating to
any Loan made through a branch in the jurisdiction of the currency of that
Loan.

2 In the application of the above formula, B, Y, S, Z and F will be included
in the formula as figures and not as percentages, e.g., if B = 0.5% and Y =
15%, BY will be calculated as 0.5 x 15 and not as 0.5% x 15%.

3 The Additional Cost computed by the English Agent in accordance with this
Schedule shall be rounded upward, if necessary to four (4) decimal places.

4 The calculation in respect of the Additional Cost for each English Loan
denominated in Pounds Sterling will be made by the English Agent on the
first day of each Relevant Period.

5 Calculations will be made on the basis of a year of 365 days and the actual
number of days elapsed.

6 If no Reference Bank furnishes the appropriate information for the purposes
of this Schedule, the Additional Cost shall be determined by the English
Agent on the basis of such other information and quotations as the English
Agent shall reasonably determine to be appropriate.

7 In the event of a change in circumstances (including the imposition of
alternative or additional official requirements, excluding capital adequacy
requirements) which renders the above formula inappropriate in the
reasonable opinion of the English Agent, the English Agent shall promptly
notify the English Borrower and the English Lenders thereof and (after
consultation with the Reference Banks and the English Borrower) shall
notify the English Borrower of the manner in which the rate for the
purposes of paragraph (b) of the definition of "Eurocurrency Base Rate"
shall thereafter be determined (which manner shall be determined in a bona
fide manner and provide a fair assessment of the additional cost to the
English Lenders of compliance with the relevant requirements of the Bank of
England or other central bank or the Financial Services Authority or any
other applicable Governmental Authority) and the English Borrower and the
English Lenders shall be bound thereby.

TABLE OF CONTENTS

Page

SECTION 1. DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
1.1 DEFINED TERMS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
1.2 OTHER DEFINITIONAL PROVISIONS. . . . . . . . . . . . . . . . . . . . . . 29

SECTION 2. AMOUNTS AND TERMS OF COMMITMENTS . . . . . . . . . . . . . . . . . . . 30
2.1 REVOLVING CREDIT COMMITMENTS . . . . . . . . . . . . . . . . . . . . . . 30
2.2 PROCEDURE FOR REVOLVING CREDIT BORROWING . . . . . . . . . . . . . . . . 31
2.3 COMMITMENT FEE; ADMINISTRATIVE AGENT FEES. . . . . . . . . . . . . . . . 31
2.4 TERMINATION OR REDUCTION OF REVOLVING CREDIT COMMITMENTS . . . . . . . . 32
2.5 TERM LOANS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
2.6 PROCEDURE FOR TERM LOAN BORROWINGS . . . . . . . . . . . . . . . . . . . 36
2.7 REPAYMENT OF LOANS . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
2.8 OPTIONAL PREPAYMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . 37
2.9 MANDATORY PREPAYMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . 38
2.10 CONVERSION AND CONTINUATION OPTIONS . . . . . . . . . . . . . . . . . . 41
2.11 MINIMUM AMOUNTS OF TRANCHES . . . . . . . . . . . . . . . . . . . . . . 41
2.12 SWING LINE COMMITMENTS. . . . . . . . . . . . . . . . . . . . . . . . . 42

SECTION 3. ACCOMMODATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
3.1 THE ACCOMMODATION COMMITMENTS. . . . . . . . . . . . . . . . . . . . . . 44
3.2 PROCEDURE FOR ISSUANCE OF SPECIFIED ACCOMMODATIONS . . . . . . . . . . . 44
3.3 FEES, COMMISSIONS AND OTHER CHARGES. . . . . . . . . . . . . . . . . . . 45
3.4 ACCOMMODATION PARTICIPATIONS . . . . . . . . . . . . . . . . . . . . . . 45
3.5 REIMBURSEMENT OBLIGATION OF THE SPECIFIED BORROWER . . . . . . . . . . . 47
3.6 OBLIGATIONS ABSOLUTE . . . . . . . . . . . . . . . . . . . . . . . . . . 47
3.7 ACCOMMODATION PAYMENTS . . . . . . . . . . . . . . . . . . . . . . . . . 47
3.8 LETTER OF CREDIT APPLICATIONS. . . . . . . . . . . . . . . . . . . . . . 48

SECTION 4. GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . 48
4.1 INTEREST RATES AND PAYMENT DATES . . . . . . . . . . . . . . . . . . . . 48
4.2 COMPUTATION OF INTEREST AND FEES . . . . . . . . . . . . . . . . . . . . 48
4.3 INABILITY TO DETERMINE INTEREST RATE . . . . . . . . . . . . . . . . . . 49
4.4 PRO RATA TREATMENT AND PAYMENTS. . . . . . . . . . . . . . . . . . . . . 50
4.5 ILLEGALITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
4.6 REQUIREMENTS OF LAW. . . . . . . . . . . . . . . . . . . . . . . . . . . 53
4.7 TAXES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
4.8 INDEMNITY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
4.9 REPLACEMENT OF SPECIFIED LENDER. . . . . . . . . . . . . . . . . . . . . 59
4.10 REDENOMINATION AND ALTERNATIVE CURRENCIES . . . . . . . . . . . . . . . 59

SECTION 5. REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . 60
5.1 FINANCIAL CONDITION. . . . . . . . . . . . . . . . . . . . . . . . . . . 60
5.2 NO CHANGE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
5.3 CORPORATE EXISTENCE; COMPLIANCE WITH LAW . . . . . . . . . . . . . . . . 61
5.4 CORPORATE POWER; AUTHORIZATION; ENFORCEABLE OBLIGATIONS. . . . . . . . . 61

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5.5 NO LEGAL BAR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
5.6 NO MATERIAL LITIGATION . . . . . . . . . . . . . . . . . . . . . . . . . 62
5.7 NO DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
5.8 OWNERSHIP OF PROPERTY; LIENS . . . . . . . . . . . . . . . . . . . . . . 62
5.9 INTELLECTUAL PROPERTY. . . . . . . . . . . . . . . . . . . . . . . . . . 63
5.10 TAXES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
5.11 US FEDERAL REGULATIONS. . . . . . . . . . . . . . . . . . . . . . . . . 63
5.12 ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
5.13 INVESTMENT COMPANY ACT. . . . . . . . . . . . . . . . . . . . . . . . . 64
5.14 SUBSIDIARIES, ETC . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
5.15 ENVIRONMENTAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . 64
5.16 REGULATION H. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
5.17 DELIVERY OF TRANSACTION DOCUMENTS . . . . . . . . . . . . . . . . . . . 66
5.18 REPRESENTATIONS AND WARRANTIES CONTAINED IN THE TRANSACTION DOCUMENTS . 66
5.19 DISCLOSURE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
5.20 GUARANTEE AND COLLATERAL AGREEMENT; MORTGAGES.. . . . . . . . . . . . . 66
5.21 SOLVENCY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
5.22 INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
5.23 SENIOR INDEBTEDNESS . . . . . . . . . . . . . . . . . . . . . . . . . . 67
5.24 YEAR 2000 MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . 67

SECTION 6. CONDITIONS PRECEDENT . . . . . . . . . . . . . . . . . . . . . . . . . 68
6.1 CONDITIONS TO INITIAL EXTENSIONS OF CREDIT . . . . . . . . . . . . . . . 68
6.2 CONDITIONS TO EACH SPECIFIED LOAN. . . . . . . . . . . . . . . . . . . . 73

SECTION 7. AFFIRMATIVE COVENANTS. . . . . . . . . . . . . . . . . . . . . . . . . 73
7.1 FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . 73
7.2 CERTIFICATES; OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . 74
7.3 PAYMENT OF OBLIGATIONS . . . . . . . . . . . . . . . . . . . . . . . . . 75
7.4 CONDUCT OF BUSINESS AND MAINTENANCE OF EXISTENCE . . . . . . . . . . . . 75
7.5 MAINTENANCE OF PROPERTY; INSURANCE . . . . . . . . . . . . . . . . . . . 75
7.6 INSPECTION OF PROPERTY; BOOKS AND RECORDS; DISCUSSIONS . . . . . . . . . 76
7.7 NOTICES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
7.8 ENVIRONMENTAL LAWS . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
7.9 PLEDGE OF AFTER ACQUIRED PROPERTY. . . . . . . . . . . . . . . . . . . . 78
7.10 ADDITIONAL SUBSIDIARIES . . . . . . . . . . . . . . . . . . . . . . . . 78
7.11 INTELLECTUAL PROPERTY.. . . . . . . . . . . . . . . . . . . . . . . . . 79
7.12 USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
7.13 INTEREST RATE PROTECTION AGREEMENTS . . . . . . . . . . . . . . . . . . 79

SECTION 8. NEGATIVE COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . 79
8.1 FINANCIAL CONDITION COVENANTS. . . . . . . . . . . . . . . . . . . . . . 79
8.2 LIMITATION ON INDEBTEDNESS . . . . . . . . . . . . . . . . . . . . . . . 80
8.3 LIMITATION ON LIENS. . . . . . . . . . . . . . . . . . . . . . . . . . . 82
8.4 LIMITATION ON GUARANTEE OBLIGATIONS. . . . . . . . . . . . . . . . . . . 83

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8.5 LIMITATION ON FUNDAMENTAL CHANGES. . . . . . . . . . . . . . . . . . . . 84
8.6 LIMITATION ON SALE OF ASSETS . . . . . . . . . . . . . . . . . . . . . . 85
8.7 LIMITATION ON RESTRICTED PAYMENTS. . . . . . . . . . . . . . . . . . . . 86
8.8 LIMITATION ON CAPITAL EXPENDITURES . . . . . . . . . . . . . . . . . . . 87
8.9 LIMITATION ON INVESTMENTS, LOANS AND ADVANCES. . . . . . . . . . . . . . 87
8.10 LIMITATION ON PAYMENTS AND MODIFICATIONS OF SENIOR SUBORDINATED NOTE
INDENTURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89
8.11 LIMITATION ON TRANSACTIONS WITH AFFILIATES. . . . . . . . . . . . . . . 90
8.12 LIMITATION ON SALES AND LEASEBACKS. . . . . . . . . . . . . . . . . . . 91
8.13 LIMITATION ON CHANGES IN FISCAL YEAR. . . . . . . . . . . . . . . . . . 91
8.14 RESTRICTIONS AFFECTING SUBSIDIARIES . . . . . . . . . . . . . . . . . . 91
8.15 LIMITATION ON LINES OF BUSINESS . . . . . . . . . . . . . . . . . . . . 91
8.16 AMENDMENTS TO CORPORATE DOCUMENTS; TRANSACTION DOCUMENTS; LICENSES. . . 92
8.17 PASSIVE STATUS OF THE US BORROWER.. . . . . . . . . . . . . . . . . . . 92
SECTION 9. EVENTS OF DEFAULT. . . . . . . . . . . . . . . . . . . . . . . . . . . 92
SECTION 10. THE AGENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95
10.1 APPOINTMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95
10.2 DELEGATION OF DUTIES. . . . . . . . . . . . . . . . . . . . . . . . . . 95
10.3 EXCULPATORY PROVISIONS. . . . . . . . . . . . . . . . . . . . . . . . . 95
10.4 RELIANCE BY THE SPECIFIED AGENTS. . . . . . . . . . . . . . . . . . . . 96
10.5 NOTICE OF DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . . 96
10.6 NON-RELIANCE ON AGENT AND LENDERS . . . . . . . . . . . . . . . . . . . 96
10.7 INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97
10.8 AGENTS IN THEIR INDIVIDUAL CAPACITY . . . . . . . . . . . . . . . . . . 97
10.9 SUCCESSOR AGENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 97
10.10 ADDITIONAL MINISTERIAL POWERS OF THE SPECIFIED AGENTS. . . . . . . . . 98
10.11 SPECIFIED ISSUING LENDER AND COLLATERAL AGENT. . . . . . . . . . . . . 98
10.12 ENGLISH AGENT AS TRUSTEE.. . . . . . . . . . . . . . . . . . . . . . . 98
SECTION 11. GUARANTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99
11.1 GUARANTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99
11.2 WAIVER OF SUBROGATION . . . . . . . . . . . . . . . . . . . . . . . . . 99
11.3 MODIFICATION OF FOREIGN SUBSIDIARY OBLIGATIONS. . . . . . . . . . . . . 99
11.4 WAIVER BY THE US BORROWER . . . . . . . . . . . . . . . . . . . . . . .100
11.5 REINSTATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . .101
SECTION 12. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . .101
12.1 AMENDMENTS AND WAIVERS. . . . . . . . . . . . . . . . . . . . . . . . .101
12.2 NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .103
12.3 NO WAIVER; CUMULATIVE REMEDIES. . . . . . . . . . . . . . . . . . . . .104
12.4 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. . . . . . . . . . . . . . .104
12.5 PAYMENT OF EXPENSES AND TAXES . . . . . . . . . . . . . . . . . . . . .104
12.6 SUCCESSORS AND ASSIGNS; PARTICIPATIONS AND ASSIGNMENTS. . . . . . . . .105
12.7 ADJUSTMENTS; SET-OFF. . . . . . . . . . . . . . . . . . . . . . . . . .108

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Page
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12.8 COUNTERPARTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .109
12.9 SEVERABILITY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .109
12.10 INTEGRATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .109
12.11 JUDGMENT CURRENCY. . . . . . . . . . . . . . . . . . . . . . . . . . .109
12.12 GOVERNING LAW. . . . . . . . . . . . . . . . . . . . . . . . . . . . .110
12.13 SUBMISSION TO JURISDICTION; WAIVERS. . . . . . . . . . . . . . . . . .110
12.14 ACKNOWLEDGEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . .110
12.15 WAIVERS OF JURY TRIAL. . . . . . . . . . . . . . . . . . . . . . . . .111
12.16 CONFIDENTIALITY. . . . . . . . . . . . . . . . . . . . . . . . . . . .111

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EXHIBITS

A-1 Form of Revolving Credit Note
A-2 Form of Term Note
A-3 Form of Swing Line Note
B Participation Certificate
C Swing Line Loan Participation Certificate
D Assignment and Acceptance
E-1 Form of Opinion of Kirkland & Ellis,
Counsel to the US Borrower
E-2 Form of English Opinion
F Closing Certificate
G-1 Form of Guarantee and Collateral Agreement
G-2 Form of Mortgage
H Form of Perfection Certificate
I Form of Sharing Agreement
J Form of Intercompany Note
K Form of Prepayment Option Notice

SCHEDULES

Administrative Schedule

1.1 Commitments
1.1(B) Eurocurrency Rate Formula
3.1 Existing Letter of Credit
5.6 Litigation
5.9 Intellectual Property
5.10 Taxes
5.14 Subsidiaries, Joint Ventures, etc.
5.15 Environmental Matters
5.19 Filing Locations and Properties
8.2 Existing Indebtedness
8.3 Existing Liens
8.4 Existing Guarantee Obligations
8.9 Existing Investments
8.11 Existing Transactions with Affiliates

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AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of

October 15, 1999

among

J.L. FRENCH AUTOMOTIVE CASTINGS, INC.,
AS US BORROWER,

AUTOMOTIVE COMPONENTS INVESTMENTS LIMITED,
AS ENGLISH BIDCO,

MORRIS ASHBY LIMITED,
AS ENGLISH BORROWER AND EURO BORROWER,

The Several Lenders
from Time to Time Parties Hereto

BANK OF AMERICA N.A.,
AS SYNDICATION AGENT

CHASE MANHATTAN INTERNATIONAL LIMITED,
AS ENGLISH AGENT AND EURO AGENT

AND

THE CHASE MANHATTAN BANK,
AS ADMINISTRATIVE AGENT

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

CHASE SECURITIES INC.

and

BANC OF AMERICA SECURITIES LLC,
AS LEAD ARRANGERS AND JOINT BOOK MANAGERS

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