CREDIT AGREEMENT, dated as of October 31, 1996, among BCP/ESSEX HOLDINGS INC., a Delaware corporation ("BCP Holdings"), ESSEX GROUP, INC., a Michigan corporation (the "Company"), the several banks and other financial institutions from time to time...

CREDIT AGREEMENT, dated as of October 31, 1996, among BCP/ESSEX
HOLDINGS INC., a Delaware corporation ("BCP Holdings"), ESSEX GROUP,
INC., a Michigan corporation (the "Company"), the several banks and other
financial institutions from time to time parties to this Agreement (the
"Lenders"; individually a "Lender") and THE CHASE MANHATTAN BANK, a New
York banking corporation, as administrative agent for the Lenders
hereunder.

PRELIMINARY STATEMENTS:

(1) BCP Holdings, the Company, the banks and other financial
institutions parties thereto and The Chase Manhattan Bank, as agent, are
parties to the Credit Agreement, dated as of April 12, 1995 (as amended
through the date hereof, the "Existing Credit Agreement"). BCP Holdings
and the Company have requested that the Existing Credit Agreement be
terminated on the Effective Date (as hereinafter defined).

(2) The Company has requested that (a) the Lenders make Loans (as
hereinafter defined) to the Company, the proceeds of which shall be used
(A) to refund loans outstanding under the Existing Credit Agreement on the
Effective Date, (B) to finance the working capital requirements of the
Company and its Subsidiaries (as hereinafter defined), (C) to finance the
acquisition and assumption (the "Triangle Acquisition") of substantially
all of the assets and certain related liabilities of certain businesses of
Triangle Wire & Cable, Inc. ("Triangle") and related costs and expenses,
(D) to pay reasonable fees and expenses in connection with the
transactions contemplated hereby and (E) for general corporate purposes
and (b) the Issuing Lender (as hereinafter defined) issue Letters of
Credit (as hereinafter defined) for the account of the Company in an
aggregate amount not to exceed $25,000,000 at any time outstanding.

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

SECTION 1. DEFINITIONS

1.1 Defined Terms. As used in this Agreement, the following terms
shall have the following meanings:

"ABR Loans": Revolving Credit Loans the rate of interest
applicable to which is based upon the Alternate Base Rate.

"Accounts": as defined in the definition of "Eligible
Receivables".

"Administrative Agent": The Chase Manhattan Bank, together
with its affiliates, as the arranger of the Revolving Credit
Commitments and as the administrative agent for the Lenders under
this Agreement and the other Loan Documents, and any successor
administrative agent appointed and approved pursuant to Section 9.9.

"Affiliate": as to any Person, (a) any other Person which,
directly or indirectly, is in control of, is controlled by, or is
under common control with, such Person or (b) any Person who is a
director, officer, shareholder or partner (i) of such Person, (ii)
of any Subsidiary of such Person or (iii) of any Person described in

the preceding clause (a). For purposes of this definition,
"control" of a Person means the power, directly or indirectly,
either to (i) vote 10% or more of the securities having ordinary
voting power for the election of directors of such Person or (ii)
direct or cause the direction of the management and policies of such
Person whether by contract or otherwise. For the purposes of
Section 7.12, shareholders and Affiliates of BSC or BS that would
not be Affiliates of Holdings, the Company or any of its
Subsidiaries other than by reason of being shareholders or
Affiliates of BSC or BS, and that none in fact participate in the
management of any of BSC, BS, BP Co., Holdings, the Company or any
of its Subsidiaries, nor are controlled by BSC, BS, BP Co.,
Holdings, the Company or any of its Subsidiaries, or any of their
respective Affiliates who in fact participate in the management of
any of BSC, BS, BP Co., Holdings, the Company or any of its
Subsidiaries, shall not be deemed to be Affiliates of Holdings, the
Company or any of its Subsidiaries.

"Aggregate Outstanding Extensions of Credit": at any time, an
amount equal to the sum of (a) the Aggregate Outstanding Revolving
Extensions of Credit at such time and (b) the aggregate principal
amount of the Competitive Loans then outstanding.

"Aggregate Outstanding Revolving Extensions of Credit": at
any time, an amount equal to the sum of (a) the aggregate principal
amount of all Revolving Credit Loans then outstanding, (b) the
aggregate amount of all L/C Obligations then outstanding and (c) the
aggregate principal amount of all Specified Basket Debt then
outstanding.

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

"Alternate 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 Chase 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 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 hereof, the Alternate 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 Alternate
Base Rate due to a change in the Prime Rate, the Three-Month
Secondary CD Rate, the C/D Reserve Percentage, the Assessment Rate
or the Federal Funds Effective Rate shall be effective on the
effective day of such change in the Prime Rate, the Three-Month
Secondary CD Rate, the C/D Reserve Percentage, the Assessment Rate
or the Federal Funds Effective Rate, respectively.

"Applicable Margin": for each Type of Revolving Credit Loan,
on any date, the rate per annum set forth below opposite the Level
then in effect:

Level Eurodollar Loans ABR Loans
----- ---------------- ---------

I 3/4% 0%

II 1% 0%

III 1-1/4% 1/4%
IV 1-1/2% 1/2%

V 1-3/4% 3/4%
VI 2% 1%

VII 2-1/4% 1-1/4%

"Application": an application, in such form as the Issuing
Lender may specify from time to time, requesting the Issuing Lender
to open a Letter of Credit.

"Assessment Rate": for any day, as applied to any ABR Loan,
the annual assessment rate in effect on such day which is payable by
a member of the Bank Insurance Fund maintained by the Federal
Deposit Insurance Corporation or any successor (the "FDIC")
classified as well-capitalized and within supervisory subgroup "B"
(or a comparable successor assessment risk classification) within
the meaning of 12 C.F.R. Section 327.3(d) (or any successor
provision) to the FDIC for the FDIC's insuring time deposits at
offices of such institution in the United States.

"Assignment and Acceptance": an Assignment and Acceptance
entered into by a Lender and an assignee, and consented to by the
Administrative Agent, the Issuing Lender and the Company,
substantially in the form of Exhibit I.

"Available Revolving Credit Commitment": as to any Lender at
any time, an amount equal to the excess, if any, of (a) the amount
of such Lender's Revolving Credit Commitment over (b) such Lender s
Outstanding Revolving Extensions of Credit.

"Bank of Montreal Credit Facility": the credit agreement,
dated as of May 30, 1996, between Bank of Montreal and Essex
International, as amended, supplemented or otherwise modified from
time to time.

"BCP/Company Merger": as defined in Section 7.5(c).

"Bessemer Group": the collective reference to BSC, BH, BS,
Bessec, any Control Affiliate of any of them (collectively, the
"Bessemer Affiliates"), any partner, member, stockholder, manager,
director, officer or employee of BSC, BH, BS, Bessec, or a Bessemer
Affiliate or of any such partner, member, stockholder or manager
(collectively, "Bessemer Associates"), the heirs, executors,
administrators, testamentary trustees, legatees or beneficiaries of
any Bessemer Associate and a trust, the beneficiaries of which, or a
corporation or partnership, the stockholders, members or partners of
which, include BSC, BH, BS, Bessec, Bessemer Affiliates, Bessemer
Associates, their spouses or their lineal descendants, provided,
however, that "Bessemer Group" shall exclude any operating company
"controlled" (as defined in the definition of "Control Affiliate")
by Bessemer Holdings, L.P., Bessemer Capital Partners, L.P. or any
partnership or similar entity under common "control" (as defined in
the definition of "Control Affiliate") with Bessemer Holdings, L.P.

"Bessec": Bessec Holdings, L.P. and any Person which is a
Subsidiary or Control Affiliate thereof.

"BH": Bessemer Holdings, L.P. (as successor in interest to
Bessemer Capital Partners, L.P.) and any Person which is a
Subsidiary or Control Affiliate thereof.

"BICC Xxxxxxxx Purchase Agreement": the purchase agreement
between Essex International and BICC Xxxxxxxx, Inc. to purchase
certain equipment, finished goods, inventory and contracts for an
aggregate purchase price expected to be approximately $8,000,000.

"BS": Bessemer Securities LLC and any Person which is a
Subsidiary or Control Affiliate thereof.

"Board": the Board of Governors of the Federal Reserve System
of the United States (or any successor).

"Borrowing Base": as of any date of determination, an amount
equal to the sum of (a) 85% of Eligible Receivables as of such date
(the "Eligible Receivables Borrowing Base Value") and (b) the lesser
of (i) the sum of (x) 65% of Eligible Inventory (other than Eligible
Consigned Inventory and Raw Materials) as of such date, (y) 50% of
Eligible Consigned Inventory that constitutes Eligible Inventory as
of such date and (z) 30% of Raw Materials that constitute Eligible
Inventory as of such date and (ii) the Eligible Receivables
Borrowing Base Value as of such date. The amounts described in the
preceding sentence shall be determined by reference to the most
recent monthly Borrowing Base Certificate delivered to the Lenders
pursuant to Section 6.2(e). Notwithstanding anything to the
contrary in this Agreement, the portion of the Borrowing Base
attributable to the Inventory and Accounts of Triangle shall be
deemed to equal $62,000,000 until the first date after the 30th day
after the Effective Date on which a Borrowing Base Certificate is
scheduled to be delivered, at which time (i) the Company shall
deliver a new Borrowing Base Certificate reflecting the Inventory
and Accounts of Triangle and (ii) the Administrative Agent shall
have received a satisfactory report on the examination by the
internal staff of the Administrative Agent of the Inventory and
Accounts of Triangle (which examination shall not be commenced prior
to the Effective Date unless otherwise agreed by the Company).

"Borrowing Base Certificate": a certificate substantially in
the form of Exhibit B-1, with such changes as the Administrative
Agent may from time to time reasonably request for the purpose of
monitoring the Borrowing Base.

"Borrowing Date": any Business Day specified in a notice
pursuant to Section 2.2 or 2.3, as the case may be, as a date on
which the Company requests the Lenders to make Loans hereunder.

"BP Co.": Bessemer Partners & Co.

"BSC": Bessemer Securities Corporation.

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

"Capital Expenditures": for any period and with respect to
any Person, the aggregate of all expenditures by such Person and its
Subsidiaries for the acquisition or leasing (pursuant to a capital
lease) of fixed or capital assets or additions to equipment
(including replacements, capitalized repairs and improvements during
such period) which should be capitalized under GAAP on a
consolidated balance sheet of such Person and its Subsidiaries,

excluding (a) any such expenditure made with the proceeds of any
sale of fixed or capital assets, so long as (i) such proceeds are so
applied within twelve months of such sale and (ii) the assets
acquired pursuant to such expenditure constitute Collateral as to
which the Administrative Agent, for the benefit of the Lenders, has
a fully perfected Lien, prior and superior in right to any other
Person, other than with respect to Liens expressly permitted by
Section 7.3 (other than Section 7.3(g)(iii)) and (b) any such
expenditure made to restore, replace or rebuild property to the
condition of such property immediately prior to any damage, loss or
destruction of such property, to the extent such expenditure is made
with insurance proceeds relating to any such damage, loss or
destruction. For the purpose of this definition, the purchase price
of equipment which is purchased simultaneously with the trade-in of
existing equipment owned by such Person or any of its Subsidiaries
shall be included in Capital Expenditures only to the extent of the
gross amount of such purchase price less the credit granted by the
seller of such equipment for such equipment being traded in at such
time.

"Capital Lease Financing Facility": the collective reference
to (a) the Agreement and Lease dated as of April 12, 1995, between
the Company, as lessee, and Mellon Financial Services Corporation
#3, as lessor and (b) any other lease financing facility entered
into by the Company or any of its Subsidiaries (provided, that the
assets subject thereto, and the pricing, tenor and other terms
thereof, shall be reasonably satisfactory to the Required Lenders),
in each case as amended, supplemented or otherwise modified from
time to time in accordance with Section 7.11.

"Capital Lease Obligations": as to any Person, the
obligations of such Person to pay rent or other amounts under any
lease of (or other arrangement conveying the right to use) real or
personal property, or a combination thereof, which obligations are
required to be classified and accounted for as capital leases on a
balance sheet of such Person under GAAP and, for the purposes of
this Agreement, the amount of such obligations at any time shall be
the capitalized amount thereof at such time determined in accordance
with GAAP.

"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": (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, eurodollar time
deposits, overnight bank deposits, bankers acceptances and
repurchase agreements having maturities of one year or less from the
date of acquisition issued by any Lender or by any commercial bank
organized under the laws of the United States of America or any
state thereof having combined capital and surplus of not less than
$100,000,000; and (c) commercial paper of an issuer rated at least
A-1 by Standard & Poor's Ratings Services or P-1 by Xxxxx'x

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, and, in either
case, maturing within six months from the date of acquisition.

"C/D Reserve Percentage": for any day, 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
maturity approximately equal to three months and in an amount of
$100,000 or more.

"Chase": The Chase Manhattan Bank, a New York banking
corporation.

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

"Collateral": all property and interests in property and
proceeds thereof now owned or hereafter acquired by Holdings, the
Company or any of its Subsidiaries in or upon which a Lien is or
will be granted or purported to be granted under any of the Security
Documents.

"Commercial Letters of Credit": the collective reference to
Sight Letters of Credit and Usance Letters of Credit.

"Commitment Percentage": as to any Lender at any time, the
percentage of the aggregate Revolving Credit Commitments then
constituted by such Lender's Revolving Credit Commitment.

"Commonly Controlled Entity": an entity, whether or not
incorporated, which is under common control with the Company within
the meaning of Section 4001 of ERISA or is part of a group which
includes the Company and which is treated as a single employer under
Section 414(b) or (c) of the Code.

"Company Pledge Agreement": the Pledge Agreement made by the
Company in favor of the Administrative Agent for the benefit of the
Lenders substantially in the form of Exhibit D-1, as the same may be
amended, supplemented or otherwise modified from time to time.

"Company Security Agreement": the Security Agreement made by
the Company in favor of the Administrative Agent for the benefit of
the Lenders substantially in the form of Exhibit E-1, as the same
may be amended, supplemented or otherwise modified from time to
time.

"Competitive Advance Accept/Reject Letter": a notification
made by the Company pursuant to Section 2.3(f), substantially in the
form of Exhibit C-1.

"Competitive Advance Invitation": an invitation made by the
Company pursuant to Section 2.3(c), substantially in the form of
Exhibit C-2.

"Competitive Advance Offer": an offer by a Lender to make a
Competitive Loan pursuant to Section 2.3(d), substantially in the
form of Exhibit C-3.

"Competitive Advance Rate": (a) in the case of a Eurodollar
Competitive Loan, the applicable Eurodollar Rate plus (or minus) the
Margin, and (b) in the case of a Fixed Rate Competitive Loan, the
fixed rate of interest offered by the relevant Lender pursuant to
the related Competitive Advance Offer.

"Competitive Advance Request": a request made pursuant to
Section 2.3(b), substantially in the form of Exhibit C-4.

"Competitive Borrowing": a borrowing consisting of a
Competitive Loan or concurrent Competitive Loans from the Lender or
Lenders whose Competitive Advance Offers for such borrowing have
been accepted by the Company pursuant to Section 2.3(f).

"Competitive Loan": a Loan (which shall be a Eurodollar
Competitive Loan or a Fixed Rate Competitive Loan) made by a Lender
pursuant to Section 2.3.

"Competitive Loan Maturity Date": as to any Competitive Loan,
the date specified by the Company pursuant to Section 2.3(b)
pursuant to the relevant Competitive Advance Request.

"Competitive Loan Period": as to any Competitive Loan, the
period from the applicable Borrowing Date to the applicable
Competitive Loan Maturity Date.

"Compliance Certificate": a certificate duly executed by a
Responsible Officer of each of Holdings and the Company in the form
of Exhibit K.

"Confidential Information": written information that
Holdings, the Company, any of their Subsidiaries or Affiliates, or
any of their authorized representatives furnishes to the
Administrative Agent or any Lender on a confidential basis, other
than any such information that becomes generally available to the
public other than as a result of a breach by the Administrative
Agent or any Lender of its obligations hereunder or that is or
becomes available to the Administrative Agent or such Lender from a
source other than Holdings, the Company, any of their Subsidiaries
or Affiliates, or any of their authorized representatives and that
is not, to the actual knowledge of the recipient thereof, subject to
obligations of confidentiality with respect thereto.

"Confidential Information Memorandum": the Confidential
Information Memorandum dated September 1996 and furnished to the
Lenders.

"Consolidated Current Assets": at a particular date, with
respect to any Person, all amounts (other than cash and Cash
Equivalents) which would, in conformity with GAAP, be set forth
opposite the caption "total current assets" (or any like caption) on
a consolidated balance sheet of such Person and its Subsidiaries at

such date, plus the amount of the LIFO reserve applied to such
Person's Inventory as of such date.

"Consolidated Current Liabilities": at a particular date,
with respect to any Person, all amounts which would, in conformity
with GAAP, be set forth opposite the caption "total current
liabilities" (or any like caption) on a consolidated balance sheet
of such Person and its Subsidiaries at such date, but excluding (a)
the current portion of any Funded Debt of such Person and its
Subsidiaries and (b) without duplication of clause (a) above, all
Indebtedness consisting of Loans to the extent otherwise included
therein.

"Consolidated EBITDA": for any period, with respect to any
Person, Consolidated Net Income of such Person for such period 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 tax expense, (ii) interest expense, amortization
or writeoff of debt discount and debt issuance costs and
commissions, discounts and other fees and charges associated with
Indebtedness (including the Loans, L/C Obligations and Non-Facility
L/C Obligations), (iii) depreciation and amortization expense, (iv)
amortization of intangibles (including, but not limited to,
goodwill) and organization costs, (v) other non-cash charges
(including changes in inventory valuations) and (vi) any
extraordinary expenses or losses (including, whether or not
otherwise includable as a separate item in the statement of such
Consolidated Net Income for such period, losses on sales of assets
outside of the ordinary course of business) and minus, without
duplication and to the extent reflected as a credit in the statement
of such Consolidated Net Income for such period, the sum of (a) any
extraordinary income or gains (including, whether or not otherwise
includable as a separate item in the statement of such Consolidated
Net Income for such period, gains on the sales of assets outside of
the ordinary course of business) and (b) total cash interest income
of such Person and its consolidated Subsidiaries for such period,
all as determined on a consolidated basis in accordance with GAAP;
provided, that for the purposes of calculating the Leverage Ratio
and the Senior Secured Leverage Ratio pursuant to Section 7.1, for
any period ending on any date set forth below, Consolidated EBITDA
will be increased by the corresponding amount set forth below:

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

September 30, 1996 . . . . . . . . Add $10,583,000

December 31, 1996 . . . . . . . . . Add $7,937,000

March 31, 1997 . . . . . . . . . . Add $8,452,000
June 30, 1997 . . . . . . . . . . . Add $6,950,000

"Consolidated Net Cash Interest Expense": for any period as
to any Person, (a) total cash interest expense (including that
attributable to Capital Lease Obligations) of such Person and its
consolidated Subsidiaries for such period with respect to all
outstanding Indebtedness of such Person and its consolidated
Subsidiaries, including, without limitation, all commissions,
discounts and other fees and charges owed with respect to letters of
credit (including Participation Fees but excluding fronting fees
payable solely to the issuer of any such letter of credit) and
bankers' acceptance financing and net costs under Interest Rate
Protection Agreements (which net costs may be allocated over the
term of any Interest Rate Protection Agreement in any manner
reasonably deemed appropriate by the Company) minus (b) total cash
interest income of such Person and its consolidated Subsidiaries for
such period, in each case determined on a consolidated basis in
accordance with GAAP.

"Consolidated Net Income": for any period as to any Person,
the consolidated net income (or loss) of such Person and its
Subsidiaries, determined on a consolidated basis in accordance with
GAAP; provided that there shall be excluded the income (or deficit)
of any other Person (other than a Subsidiary of such Person) in
which such Person or any of its Subsidiaries has an ownership
interest, except to the extent that any such income is actually
received by such Person or such Subsidiary in the form of dividends
or similar distributions.

"Consolidated Net Worth": of any Person means, at any date,
the excess of total assets of such Person and its consolidated
Subsidiaries over total liabilities of such Person and its
consolidated Subsidiaries on such date.

"Consolidated Working Capital": the excess of Consolidated
Current Assets over Consolidated Current Liabilities.

"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.

"Control Affiliate": as to any Person, any other Person
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.

"Default": any of the events specified in Section 8, whether
or not any requirement for the giving of notice, the lapse of time,
or both, or any other condition, has been satisfied.

"Defaulted Account": as defined in the definition of
"Eligible Receivables".

"DLJ": Xxxxxxxxx, Xxxxxx & Xxxxxxxx, Inc. and any Person
which is a Subsidiary or Control Affiliate thereof.

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

"EBITDA Basket Amount": for any fiscal year of Holdings, an
amount equal to the excess, if any, of (a) Consolidated EBITDA of
Holdings for the immediately preceding fiscal year over (b) the
product of 1.25 times Consolidated Net Cash Interest Expense of
Holdings for the immediately preceding fiscal year.

"Effective Date": the date on which the conditions specified
in Section 5.1 shall have been satisfied.

"Eligible Consigned Inventory": (a) Inventory (i) which is
consigned to and located at the premises of a Person for
incorporation in the ordinary course of such Person's business into
such Person's manufacturing process, (ii) which is segregated from
inventory not owned by the Company or the relevant Subsidiary and
identifiable as Inventory and (iii) in respect of which an Eligible
Receivable will be created immediately upon the use or incorporation
of such Inventory by such Person, and (b) Inventory which is
consigned to and located at the premises of a Person who is an agent
or distributor approved by the Administrative Agent in writing for
the purposes of this definition; provided, that the Company or the
relevant Subsidiary, as the case may be, in its capacity as
consignor, shall have filed appropriate Uniform Commercial Code
financing statements with respect to such Inventory; and provided,
further, that the Person holding such Inventory has entered into an
agreement, satisfactory in form and substance to the Administrative
Agent, providing a waiver of any applicable Lien and of any right of
offset on the part of such Person with respect to such Inventory and
providing the Administrative Agent with the right to repossess such
Inventory upon the occurrence and during the continuance of a
Default or Event of Default.

"Eligible Inventory": all inventory of the Company or any of
its Subsidiaries ("Inventory"), valued at the lower of (i) cost
determined in accordance with GAAP (excluding any LIFO reserve) and
stated on a basis consistent with the historical practices of the
Company and its Subsidiaries as of the Effective Date or (ii) market
value, that the Administrative Agent, in its reasonable discretion,
shall deem eligible, reduced (or, in the case of any positive
adjustment pursuant to clause (x) below, increased) by (x) an
adjustment, positive or negative, equivalent to the sum of the
previous two months' purchase price variances that result when
standard costs and actual costs differ, (y) the value of reserves
which have been recorded by the Company or any of its Subsidiaries
with respect to obsolete, slow-moving or excess Inventory and (z)
such other reserves as the Administrative Agent, in its reasonable
discretion after consultation with the Company, shall deem
appropriate. Without in any way limiting the discretion of the
Administrative Agent to deem an item of Inventory eligible or
ineligible, the Administrative Agent does not currently intend to
treat any item of Inventory as eligible if:

(a) such item of Inventory is not assignable or a
first priority security interest in such item of
Inventory in favor of the Administrative Agent for the
benefit of the Lenders has not been obtained and fully
perfected by filing Uniform Commercial Code financing
statements against the Company or the relevant
Subsidiary, as the case may be or, in the case of
Inventory located in Canada, by completing all steps
required to fully perfect a first priority security
interest in such Inventory;

(b) such item of Inventory is subject to any Lien
whatsoever, other than Liens in favor of the
Administrative Agent for the benefit of the Lenders;

(c) such item of Inventory (i) is damaged or not
in good condition (to the extent not provided for by
reserves as described above) or (ii) does not meet all
material standards imposed by any Governmental Authority
having regulatory authority over such item of Inventory,
its use or its sale;

(d) such item of Inventory is not currently
either readily usable or salable, at prices
approximating at least the cost thereof, in the normal
course of the business of the Company or the relevant
Subsidiary, as the case may be (to the extent not
provided for by reserves as described above);

(e) any event shall have occurred or any
condition shall exist with respect to such item of
Inventory which would substantially impede the ability
of the Company or the relevant Subsidiary, as the case
may be, to continue to use or sell such item of
Inventory in the normal course of business;

(f) any claim disputing the title of the Company
or the relevant Subsidiary, as the case may be, to, or
right to possession of or dominion over, such item of
Inventory shall have been asserted;

(g) any representation or warranty contained in
this Agreement or in any other Loan Document applicable
to either Inventory in general or to any such specific
item of Inventory has been breached with respect to such
item of Inventory;

(h) the Company or the relevant Subsidiary, as
the case may be, does not have good and marketable title
as sole owner of such item of Inventory;

(i) such item of Inventory is not Eligible
Consigned Inventory, is owned by the Company or any of
its Subsidiaries, and has been consigned to other
Persons, or is located at, or in the possession of, a
vendor of the Company or such Subsidiary, or is in
transit to or from, or held or stored by, third parties;

(j) such item of Inventory is work-in-process
(other than (i) the copper content of such item of
Inventory and (ii) Raw Materials);

(k) such item of Inventory is located on a
leasehold as to which the lessor has not entered into a
landlord's waiver and consent, satisfactory in form and
substance to the Administrative Agent, providing a
waiver of any applicable Lien and providing the
Administrative Agent with the right to receive notice of
default, the right to repossess such item of Inventory
at any time upon the occurrence or during the
continuance of a Default or Event of Default and such
other rights as may be acceptable to the Administrative
Agent;

(l) such item of Inventory is located outside of
the United States, Puerto Rico, any United States
possession or protectorate which has adopted the Uniform
Commercial Code or Canada;

(m) such item of Inventory is evidenced by an
Account;

(n) such item of Inventory is subject to any
licensing, patent, royalty, trademark, trade name or
copyright agreements with any third party from whom the
Company or any of its Subsidiaries has received notice
of a dispute in respect of any such agreement;

(o) such item of Inventory consists of chemicals,
enamels or other raw materials (other than (i) the
copper content of such item of Inventory and (ii) Raw
Materials);

(p) such item of Inventory consists of packing,
packaging and/or shipping supplies or materials; or

(q) such item of Inventory has been otherwise
determined by the Administrative Agent (after
consultation with the Company), exercising its
commercially reasonable discretion, to be unacceptable
because the Administrative Agent believes that such item
of Inventory is not readily salable under the customary
terms on which it is usually sold.

Notwithstanding anything to the contrary in this Agreement,
Inventory having an aggregate value (as determined pursuant to the
first sentence of this definition) of up to $30,000,000 that does
not constitute Eligible Inventory solely as a result of the failure
to obtain (i) an agreement of the kind referred to in the second
proviso of the definition of "Eligible Consigned Inventory" or (ii)
a landlord's waiver and consent of the kind referred to in clause
(k) above may be included as Eligible Inventory in any determination
of the Borrowing Base; provided that the aggregate value of
Inventory described in clause (i) above which is included as

Eligible Inventory pursuant to this paragraph shall not exceed
$25,000,000.

In addition, notwithstanding anything to the contrary in this
Agreement, until October 31, 1997, Triangle Inventory that does not
constitute Eligible Inventory solely as a result of the failure to
obtain a landlord's waiver and consent of the kind referred to in
clause (k) above may be included as Eligible Inventory in any
determination of the Borrowing Base.

"Eligible Receivables": the gross outstanding balance,
determined in accordance with GAAP and stated on a basis consistent
with the historical practices of the Company and its Subsidiaries as
of the Effective Date, of accounts receivable of the Company or any
of its Subsidiaries arising out of sales of goods or services made
by the Company or any of its Subsidiaries in the ordinary course of
business ("Accounts") that the Administrative Agent, in its
reasonable discretion, shall deem eligible, less all finance
charges, late fees and other fees that are unearned, and less (i)
the value of any accrual which has been recorded by the Company or
any of its Subsidiaries with respect to downward price adjustments
and (ii) such other reserves as the Administrative Agent, in its
reasonable discretion after consultation with the Company, shall
deem appropriate. Without in any way limiting the discretion of the
Administrative Agent to deem an Account eligible or ineligible, the
Administrative Agent does not currently intend to treat an Account
as eligible if:

(a) the Company and its Subsidiaries have not
complied with all material Requirements of Law,
including, without limitation, all laws, rules,
regulations and orders of any governmental or judicial
authority relating to truth in lending, billing
practices, fair credit reporting, equal credit
opportunity, debt collection practices and consumer
debtor protection, applicable to such Account (or any
related contracts) or affecting the collectability of
such Account;

(b) such Account is not assignable or a first priority
security interest in such Account in favor of the
Administrative Agent for the benefit of the Lenders has not
been obtained and fully perfected by filing Uniform Commercial
Code financing statements against the Company or the relevant
Subsidiary, as the case may be;

(c) such Account is subject to any Lien
whatsoever, other than Liens in favor of the
Administrative Agent for the benefit of the Lenders;

(d) the Company or the relevant Subsidiary, as
the case may be, in order to be entitled to collect such
Account, is required to perform any additional service
for, or perform or incur any additional obligation to,
the Account debtor in respect of such Account;

(e) such Account does not constitute a legal,
valid and binding irrevocable payment obligation of the
Account debtor in respect of such Account to pay the
balance thereof in accordance with its terms or is
subject to any defense, setoff, recoupment or
counterclaim;

(f) the Account debtor in respect of such Account
is the Company or an Affiliate, Subsidiary, division or
employee of the Company or any of its Subsidiaries
(other than (i) any Account that is otherwise an
Eligible Receivable arising from a transaction entered
into in the ordinary course of business on an
arms'-length basis with (x) Femco or (y) any other joint
venture in which the Company or any of its Subsidiaries
owns an interest approved by the Administrative Agent in
writing for the purposes of this paragraph (f), in each
case, with respect to clauses (x) and (y) above, upon
fair and reasonable terms no less favorable to the
Company or such Subsidiary than would be obtained in a
comparable transaction with a Person not an Affiliate
and (ii) any Account having an outstanding principal
amount of less than $5,000 as to which the Account
debtor in respect of such Account is an employee of the
Company or any of its Subsidiaries);

(g) such Account is an account of the United
States government, the government of any state of the
United States or any political subdivision thereof, or
any agency or instrumentality of any of the foregoing;

(h) an estimated or actual loss has been
recognized in respect of such Account, as determined in
accordance with the Company's usual business practice
(each such Account, a "Defaulted Account");

(i) 20% or more of the aggregate outstanding
amount of all Accounts from the Account debtor in
respect of such Account and its Affiliates constitute
Defaulted Accounts;

(j) any representation or warranty contained in
this Agreement or in any other Loan Documents applicable
either to Accounts in general or to any such specific
Account has been breached with respect to such Account;

(k) 50% or more of the outstanding amount of all
Accounts from the Account debtor in respect of such
Account have become, or have been determined by the
Administrative Agent to be, ineligible;

(l) the Account debtor in respect of such Account
has filed a petition for relief under the United States
Bankruptcy Code (or similar action under any successor
law or under any comparable law), made a general
assignment for the benefit of creditors, had filed
against it any petition or other application for relief

under the United States Bankruptcy Code (or similar
action under any successor law or under any comparable
law), failed, suspended business operations, become
insolvent, called a meeting of its creditors for the
purpose of obtaining any financial concession or
accommodation, or had or suffered a receiver or a
trustee to be appointed for all or a significant portion
of its assets or affairs;

(m) any portion of such Account has remained
unpaid for a period exceeding 90 days from the due date
(but only to the extent of such overdue portion) or the
Company or any of its Subsidiaries has reason to believe
such Account is uncollectible;

(n) the sale represented by such Account is to an
Account debtor organized or located outside one of the
states of the United States, Puerto Rico, any United
States possession or protectorate which has adopted the
Uniform Commercial Code or Canada, unless (i) a letter
of credit deemed acceptable by the Administrative Agent
is held against such Account or (ii) such Account debtor
has a Dun & Bradstreet rating of at least 5A2 (or any
equivalent successor rating);

(o) the Account debtor in respect of such Account
is a supplier or creditor of the Company or any of its
Subsidiaries (but only to the extent of the lesser of
(i) the amount owing from such Account debtor to the
Company or the relevant Subsidiary, as the case may be,
pursuant to Accounts that are otherwise eligible and
(ii) the amount owing to such Account debtor by the
Company or the relevant Subsidiary, as the case may be),
provided that the aggregate amount of ineligible
Accounts under this clause (o) shall be deemed to be
$15,000 until such time as the Administrative Agent, in
its reasonable discretion, (x) determines that the
foregoing provisions of this clause (o) shall be applied
for purposes of calculating the Borrowing Base or (y)
determines that such amount shall otherwise be changed;

(p) such Account is not denominated in Dollars
(unless a currency swap or similar hedge has been
entered into with respect to such Account, the effect of
which is to cause payments in respect of such Account to
be denominated in Dollars) or is payable outside the
United States;

(q) the sale represented by such Account is on a
xxxx-and-hold, undelivered sale, guaranteed sale, sale-
or-return, consignment, or sale on approval basis or is
subject to any right of return, setoff or charge-back;

(r) the Administrative Agent believes, in its
reasonable discretion (after consultation with the
Company), that the collection of such Account is
insecure or that such Account may not be paid;

(s) the Company or the relevant Subsidiary, as
the case may be, or any other party to such Account, is
in default in the performance or observance of any of
the terms thereof in any material respect;

(t) the Company or the relevant Subsidiary, as
the case may be, does not have good and marketable title
to such Account as sole owner of such Account;

(u) such Account does not arise from the sale and
delivery of goods or rendition of services in the
ordinary course of business to the Account debtor in
respect of such Account;

(v) such Account is on terms other than those
normal or customary in the business of the Company or
the relevant Subsidiary, as the case may be;

(w) such Account has associated payment terms
exceeding 100 days from invoice date;

(x) if such Account were to constitute an
Eligible Receivable, more than 15% of all Eligible
Receivables would be owing from the Account debtor in
respect of such Account or any of its Affiliates;

(y) any amounts payable under or in connection
with such Account are evidenced by chattel paper,
promissory notes or other instruments, unless such
chattel paper, promissory notes or instruments have been
endorsed and delivered to the Administrative Agent;

(z) such Account has been paid by a check which
has been returned for insufficient funds if such check
is in an amount of at least $100,000, provided that, in
addition to the foregoing, a reserve in connection with
Accounts which have been paid by checks which have been
returned for insufficient funds shall be subtracted for
purposes of calculating the Borrowing Base, which
reserve shall equal $15,000 or such other amount as the
Administrative Agent, in its reasonable discretion,
shall determine; or

(aa) such Account has been placed with an
attorney or other third party for collection.

"Eligible Receivables Borrowing Base Value": as defined in the
definition of Borrowing Base.

"Environmental Claim": any written notice of any Governmental
Authority alleging potential liability for damage to the environment
or by any Person alleging potential liability for personal injury
(including sickness, disease or death), in either case, resulting
from or based upon (a) the presence or Release (including
intentional and unintentional, negligent and non-negligent, sudden
or non-sudden, accidental or non-accidental leaks or spills) of any
Hazardous Material at, in or from property, whether or not owned or

leased by Holdings, the Company or any of its Subsidiaries, or (b)
any other circumstances forming the basis of any violation, or
alleged violation, of any Environmental Law.

"Environmental Laws": any and all foreign, federal, state,
local and municipal laws, rules, orders, regulations, statutes,
ordinances, codes, decrees, requirements of any Governmental
Authority and 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.

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

"Essex International": Essex International, Inc., a Delaware
corporation.

"Eurocurrency Reserve Requirements": for any day as applied
to a Eurodollar Loan, the aggregate (without duplication) of the
rates (expressed as a decimal fraction) of the maximum reserve
requirements in effect on such day (including, without limitation,
basic, supplemental, marginal and emergency reserves under any
regulations of the Board or other Governmental Authority having
jurisdiction with respect thereto) dealing with reserve requirements
prescribed for eurocurrency funding (currently referred to as
"Eurocurrency Liabilities" in Regulation D of the Board) maintained
by a member bank of the Federal Reserve System.

"Eurodollar Base Rate": in the case of any Eurodollar Loan,
with respect to each day during each Interest Period or Competitive
Loan Period pertaining to such Eurodollar Loan, the rate of interest
determined on the basis of the rate for deposits in Dollars for a
period equal to such Interest Period or Competitive Loan Period
commencing on the first day of such Interest Period or Competitive
Loan Period appearing on Page 3750 of the Telerate screen as of
11:00 A.M., London time, two Business Days prior to the beginning of
such Interest Period or Competitive Loan Period, provided, that in
the event that such rate does not appear on Page 3750 of the
Telerate screen (or otherwise on the Telerate Service), the
"Eurodollar Base Rate" shall be determined by reference to such
other publicly available service for displaying eurodollar rates as
may be agreed upon by the Administrative Agent and the Company. In
the absence of such agreement, the "Eurodollar Base Rate" shall
instead be the rate per annum equal to the average (rounded upward,
if necessary, to the nearest 1/16th of 1%) of the respective rates
notified to the Administrative Agent by each of the Reference
Lenders as the rate at which such Reference Lender is offered Dollar
deposits at or about 10:00 A.M., New York time, two Business Days
prior to the beginning of the relevant Interest Period or
Competitive Loan Period, in the interbank eurodollar market where
the eurodollar and foreign currency and exchange operations in
respect of its Eurodollar Loans are then being conducted for
delivery on the first day of such Interest Period or Competitive
Loan Period for the number of days comprised therein and in an
amount comparable to the amount of its Eurodollar Revolving Credit

Loan to be outstanding during such Interest Period or the amount of
the relevant Competitive Loan, as the case may be.

"Eurodollar Competitive Loan": any Competitive Loan the rate
of interest applicable to which is based upon the Eurodollar Rate.

"Eurodollar Loans": any Eurodollar Competitive Loan or
Eurodollar Revolving Credit Loan.

"Eurodollar Rate": with respect to each day during each
Interest Period or Competitive Loan Period pertaining to a
Eurodollar Loan, a rate per annum determined for such day in
accordance with the following formula (rounded upward to the nearest
1/16th of 1%):

Eurodollar Base Rate
--------------------

1.00 - Eurocurrency Reserve Requirements

"Eurodollar Revolving Credit Loan": any Revolving Credit Loan
the rate of interest applicable to which is based upon the
Eurodollar Rate.

"Eurodollar Tranche": the collective reference to Eurodollar
Revolving Credit Loans 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).

"Event of Default": any of the events specified in Section 8,
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 period , the excess of (a) the
sum, without duplication, of (i) Consolidated Net Income of the
Company for such period, (ii) an amount equal to the amount of all
non-cash charges deducted in arriving at such Consolidated Net
Income, (iii) the amount of returned surplus assets of any Plan
during such period to the extent not included in arriving at such
Consolidated Net Income, (iv) decreases in Consolidated Working
Capital of the Company for such period, and (v) an amount equal to
the aggregate net non-cash loss on the sale, lease, transfer or
other disposition of assets by the Company and its Subsidiaries
during such period (other than sales of Inventory in the ordinary
course of business), to the extent deducted in arriving at such
Consolidated Net Income over (b) the sum, without duplication, of
(i) an amount equal to the amount of all non-cash credits included
in arriving at such Consolidated Net Income, (ii) the aggregate
amount actually paid by the Company and its Subsidiaries in cash
during such period on account of Capital Expenditures and Investment
Expenditures (excluding the principal amount of Indebtedness
incurred in connection with such expenditures), (iii) the aggregate
amount of all payments or prepayments of the Senior Unsecured Term
Loans during such period (other than pursuant to any mandatory
excess cash flow prepayment provision of the Senior Unsecured Term
Loan Agreement) and the aggregate amount of all prepayments of the
Revolving Credit Loans made during such period to the extent

accompanied by a reduction of the Revolving Credit Commitments, (iv)
the aggregate amount of all regularly scheduled principal payments
of Funded Debt (including payments of Capital Lease Obligations of
the Company or any of its Subsidiaries (other than any portion
thereof allocable to cash interest expense) made during such period)
of the Company and its Subsidiaries made during such period, (v)
increases in Consolidated Working Capital of the Company for such
period, and (vi) an amount equal to the aggregate net non-cash gain
on the sale, lease, transfer or other disposition of assets by the
Company and its Subsidiaries during such period (other than sales of
Inventory in the ordinary course of business), to the extent
included in arriving at such Consolidated Net Income.

"Existing Credit Agreement": as defined in the Preliminary
Statements.

"Femco": Femco Magnet Wire Corporation, an Indiana
corporation.

"Fixed Rate Competitive Loan": any Competitive Loan bearing
interest at a fixed percentage rate per annum specified by the
Lender making such Loan in its Competitive Advance Offer (as opposed
to a rate comprised of the Eurodollar Rate plus or minus a Margin).

"Foreign Subsidiary": any Subsidiary of the Company organized
under the laws of any jurisdiction outside the United States of
America.

"Funded Debt": as to any Person, all Indebtedness of such
Person (including Capital Lease Obligations but excluding
Indebtedness consisting of letters of credit) that matures more than
one year from the date of its creation or matures within one year
from such date but is renewable or extendible, at the option of the
debtor, to a date more than one year from such date or arises under
a revolving credit or similar agreement that obligates the lender or
lenders to extend credit during a period of more than one year from
such date, including, without limitation, all amounts of Funded Debt
required to be paid or prepaid within one year from the date of its
creation and, in the case of the Company, Indebtedness in respect of
the Loans.

"GAAP": generally accepted accounting principles set forth in
the opinions and pronouncements of the Accounting Principles Board
and the American Institute of Certified Public Accountants and
statements and pronouncements of the Financial Accounting Standards
Board (or agencies with similar functions of comparable stature and
authority within the accounting profession), or in such other
statements by such other entity as may be in general use by
significant segments of the accounting profession, as in effect from
time to time. For the purpose of certain calculations hereunder,
GAAP shall be modified in the manner described in Section 1.2(e).

"Goldman": Xxxxxxx, Xxxxx & Co. and any Person which is a
Subsidiary or Control Affiliate thereof.

"Governmental Authority": any nation or government, any state
or other political subdivision thereof and any entity exercising

executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government.

"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 in respect thereof as determined by the
Company in good faith.

"Hazardous Materials": 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, asbestos, polychlorinated biphenyls, and urea-
formaldehyde insulation.

"Holdings": BCP Holdings or any successor thereto (including,
without limitation, New Holdings).

"Holdings Common Equity Offering": any primary offering or
sale (public or private) of shares of, or rights to purchase, common
stock of Holdings.

"Holdings Pledge Agreement": the Pledge Agreement made by
Holdings in favor of the Administrative Agent for the benefit of the
Lenders substantially in the form of Exhibit D-2, as the same may be
amended, supplemented or otherwise modified from time to time.

"Holdings Security Agreement": the Security Agreement made by
Holdings in favor of the Administrative Agent for the benefit of the
Lenders substantially in the form of Exhibit E-2, as the same may be
amended, supplemented or otherwise modified from time to time.

"Indebtedness": of any Person at any date, without
duplication, (a) all indebtedness of such Person for borrowed money,
(b) all obligations of such Person for the deferred purchase price
of property or services (other than trade payables not overdue by
more than 60 days incurred in the ordinary course of such Person's
business), (c) all obligations of such Person evidenced by notes,
bonds, debentures or other similar instruments, (d) all indebtedness
created or arising under any conditional sale or other title
retention agreement with respect to property acquired by such Person
(even though the rights and remedies of the seller or lender under
such agreement in the event of default are limited to repossession
or sale of such property), (e) all Capital Lease Obligations of such
Person, (f) all obligations, contingent or otherwise, of such Person
as an account party under acceptance, letter of credit or similar
facilities, (g) all obligations of such Person to purchase, redeem,
retire or otherwise acquire for value any Capital Stock of such
Person or any warrants, rights or options to acquire such Capital
Stock, (h) all Guarantee Obligations of such Person in respect of
Indebtedness of any other Person and (i) all Indebtedness referred
to in clauses (a) through (g) above secured by (or for which the
holder of such Indebtedness has an existing right, contingent or
otherwise, to be secured by) any Lien on property (including,
without limitation, accounts and contract rights) owned by such
Person, even though such Person has not assumed or become liable for
the payment of such Indebtedness.

"Information": the information contained in the Confidential
Information Memorandum and the financial statements referred to in
Sections 4.1(a) and (b).

"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.

"Intercompany Loans": as defined in Section 7.2(b).

"Intercompany Notes": promissory notes, substantially in the
form of Exhibit A, evidencing Intercompany Loans or Joint Venture
Loans.

"Interest Coverage Ratio": the ratio of (a) Consolidated
EBITDA of Holdings for the relevant Interest Coverage Test Period to
(b) Consolidated Net Cash Interest Expense of Holdings for such
Interest Coverage Test Period.

"Interest Coverage Test Period": as of any date of
determination, the period of four consecutive fiscal quarters of
Holdings ending on such date.

"Interest Payment Date": (a) as to any ABR Loan, the last day
of each March, June, September and December to occur while such Loan
is outstanding, (b) as to any Eurodollar Revolving Credit Loan, the
last day of the related Interest Period or, in the case of any
Eurodollar Revolving Credit Loan having an Interest Period longer
than three months, each day which is three months, or a whole
multiple thereof, after the first day of such Interest Period and
the last day of such Interest Period and (c) as to any Competitive
Loan, the last day of the related Competitive Loan Period and, if
specified in the relevant Competitive Advance Request, in the case
of any Competitive Loan having a Competitive Loan Period longer than
three months, each day which is three months, or a whole multiple
thereof, after the first day of such Competitive Loan Period and the
last day of such Competitive Loan Period.

"Interest Period": with respect to any Eurodollar Revolving
Credit Loan:

(a) initially, the period commencing on the borrowing or
conversion date, as the case may be, with respect to such Eurodollar
Revolving Credit Loan and ending one, two, three or six months
thereafter (or, if deposits of such duration are available to all
Lenders and all Lenders consent thereto, ending nine or twelve
months thereafter), as selected by the Company 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 next preceding Interest Period applicable to such Eurodollar
Revolving Credit Loan and ending one, two, three or six months
thereafter (or, if deposits of such duration are available to all
Lenders and all Lenders consent thereto, ending nine or twelve
months thereafter), as selected by the Company by irrevocable notice
to the Administrative 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 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
Revolving Credit Termination Date;

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

(4) the Company shall select Interest Periods so as not
to require a payment or prepayment of any Eurodollar Revolving
Credit Loan during an Interest Period for such Loan.

"Interest Rate Protection Agreement": any interest rate swap
agreement, interest rate cap agreement or other financial agreement
or arrangement designed to protect any Person against fluctuations
in interest rates.

"Inventory": as defined in the definition of "Eligible
Inventory".

"Investment Expenditures": the cost or principal amount, as
the case may be, of any capital contribution to, acquisition of a
business (whether through the purchase of Capital Stock or assets)
of, or other similar investment in, any Person; provided that if any
such investment is made by the contribution of assets to another
Person, such assets shall, for the purpose of determining the cost
of such investment, be valued at fair market value.

"Investors": the collective reference to BSC, BH, DLJ,
Goldman and any officer or employee of Holdings, the Company or any
of its Subsidiaries, so long as a Management Proxy shall be in full
force and effect with respect to such officer or employee.

"Issue Date": the date of issuance of the Senior Notes.

"Issuing Lender": Comerica Bank, in its capacity as issuer of
any Letter of Credit.

"Issuing Lender Loans": as defined in Section 3.5(a).

"Joint Venture": any Person (other than a Subsidiary
Guarantor) in which the Company or any of its Subsidiaries has an
equity interest, including, without limitation, Femco.

"Joint Venture Loans": as defined in Section 7.10(e).

"L/C Commitment": $25,000,000.

"L/C Fee Payment Date": the last day of each March, June,
September and December and the first Business Day following the last
day of the Revolving Credit Commitment Period.

"L/C Obligations": at any time, an amount equal to the sum of
(a) the aggregate then undrawn and unexpired amount of the then
outstanding Letters of Credit and (b) the aggregate amount of
drawings under Letters of Credit which have not then been reimbursed
pursuant to Section 3.5.

"L/C Participants": the collective reference to all the
Lenders other than the Issuing Lender.

"Letters of Credit": as defined in Section 3.1(a).

"Level": as of any date of determination, the level set forth
below then in effect, as determined in accordance with the following
provisions of this definition:

[CAPTION]

Level Leverage Ratio Interest Coverage Ratio
----- -------------- -----------------------

I Less than or equal to 2.0 to 1.0 Greater than or equal to 4.00 to 1.0

II Less than or equal to 3.25 to 1.0 Greater than or equal to 3.50 to 1.0

III Less than or equal to 3.75 to 1.0 Greater than or equal to 3.00 to 1.0
IV Less than or equal to 4.00 to 1.0 Greater than or equal to 2.50 to 1.0

V Less than or equal to 4.25 to 1.0 Greater than or equal to 2.25 to 1.0
VI Less than or equal to 4.50 to 1.0 Less than 2.25 to 1.0

VII Greater than 4.50 to 1.0 Less than 2.25 to 1.0

For the purposes of this definition, the Level shall be determined
as at the end of each of the first three quarterly periods of each
fiscal year of Holdings and as at the end of each fiscal year of
Holdings, for the period (a "Level Test Period") of four consecutive
fiscal quarters ending on the last day of such quarterly period or
fiscal year, as the case may be, based on the relevant financial
statements delivered pursuant to Section 6.1; changes in the Level
shall become effective on the date on which such financial
statements are delivered to the Lenders (but in any event not later
than the 50th day after the end of each of the first three quarterly
periods of each fiscal year or the 105th day after the end of each
fiscal year, as the case may be) and shall remain in effect until
the next change to be effected pursuant to this definition,
provided, that, until the effectiveness of any change in the Level
based upon the financial statements of Holdings for the fiscal year
ending December 31, 1996, the Level shall be deemed to be Level IV,
and provided, further, that if any financial statements referred to
above are not delivered within the time periods specified above,
then, until such financial statements are delivered, the Level as at
the end of the fiscal period that would have been covered thereby
shall be deemed to be Level VII. In the event that the Level
corresponding to the Leverage Ratio and the Interest Coverage Ratio
shall differ in respect of any Level Test Period, the higher-
numbered Level (with Level VII being the highest-numbered Level)
shall govern until the next determination of the Level pursuant to
this definition. For the purposes of this definition, in the event
that Holdings shall consummate a Holdings Common Equity Offering,
the Interest Coverage Ratio shall be calculated after giving effect
on a pro forma basis to the discharge of any Indebtedness repaid,
repurchased, defeased or otherwise discharged with the proceeds of
such offering (but only to the extent, in the case of revolving
Indebtedness, accompanied by a commitment reduction) as if such
discharge had occurred on the first day of such Level Test Period.

"Leverage Ratio": as of the last day of any period of four
consecutive fiscal quarters of Holdings, the ratio of (a) Total Debt
on such day to (b) Consolidated EBITDA of Holdings for such period.

"Lien": any mortgage, pledge, hypothecation, assignment,
deposit arrangement, security interest, encumbrance, lien (statutory
or other), or charge of any kind or nature whatsoever, or any
preference, priority, or other security agreement or preferential
arrangement of any kind or nature whatsoever having substantially
the same effect as any of the foregoing (including, without
limitation, any conditional sale or other title retention agreement,
any capital lease having substantially the same economic effect as
any of the foregoing, and the filing of any financing statement
under the Uniform Commercial Code or comparable law of any
jurisdiction in respect of any of the foregoing).

"Loan": any loan made by any Lender pursuant to this
Agreement.

"Loan Documents": this Agreement, the Applications, the
Subsidiary Guarantee, the Security Documents, and any Interest Rate
Protection Agreement referred to in Section 7.2(l), together with
any amendment, supplement or other modification to any of the
foregoing. Notwithstanding the foregoing, the Interest Rate
Protection Agreements referred to above shall not be deemed to
constitute "Loan Documents" for the purposes of any provision of
this Agreement or any other Loan Document other than (a) the
definition of "Obligations" contained herein or in any other Loan
Document and (b) Section 10.

"Loan Parties": the collective reference to Holdings, the
Company and any Subsidiary of the Company which is a party to any
Loan Document.

"Management Proxy": any proxy of any officer or employee of
Holdings, the Company or any of its Subsidiaries, directly or
indirectly, giving BH the right to vote the shares of Capital Stock
of Holdings owned by such officer or employee, substantially
identical in form and substance to the Management Proxies delivered
to the Administrative Agent prior to the Effective Date.

"Margin": as to any Eurodollar Competitive Loan, the margin
to be added to or subtracted from the Eurodollar Rate in order to
determine the interest rate applicable to such Loan, as specified in
the Competitive Advance Offer relating to such Loan.

"Material Adverse Effect": a material adverse effect on (a)
the business, assets, liabilities (actual or contingent),
operations, condition (financial or otherwise) or prospects of
Holdings, the Company and its Subsidiaries taken as a whole, (b) the
ability of the Company or any other Loan Party to perform its
obligations under this Agreement or any of the other Loan Documents,
or (c) the validity or enforceability of this Agreement or any of
the other Loan Documents or the rights or remedies of the
Administrative Agent or the Lenders hereunder or thereunder.

"Maximum Investment Amount": as of any date of determination,
the amount set forth below opposite the Level then in effect:

Level Amount

I $100,000,000
II 100,000,000
III 80,000,000
IV 60,000,000
V 40,000,000
VI 40,000,000
VII 40,000,000

"Modified Aggregate Outstanding Extensions of Credit": at any
time, an amount equal to (a) the Aggregate Outstanding Extensions of
Credits at such time minus (b) the lesser of (i) the L/C Commitment
and (ii) the sum of (x) the aggregate amount of all L/C Obligations
then outstanding and (y) an amount which shall be increased each
time Loans are made to reimburse drawings under the Letters of
Credit pursuant to Section 3.5, by an amount equal to the principal
amount of the Loans so made, and which shall be reduced (but not
below zero) each time Loans are prepaid pursuant to Section 2.7 or
2.8, by an amount equal to the principal amount of the Loans so
prepaid.

"Mortgage": each of the mortgages and deeds of trust made by
any Loan Party in favor of, or for the benefit of, the
Administrative Agent for the benefit of the Lenders, substantially
in the form of Exhibit J (with such changes thereto as shall be
advisable under the law of the jurisdiction in which such mortgage
or deed of trust is to be recorded), as the same may be amended,
supplemented or otherwise modified from time to time.

"Mortgaged Properties": the real properties or leasehold
interests therein, listed on Schedule 1.1B, as to which the
Administrative Agent for the benefit of the Lenders shall be granted
a Lien pursuant to the Mortgages.

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

"Net Cash Proceeds": in connection with any issuance or sale
by any Person of equity securities, the cash proceeds received by
such Person from such issuance, net of investment banking fees,
reasonable and documented attorneys' fees, accountants' fees,
underwriting discounts and commissions and other customary fees
actually incurred in connection therewith.

"New Holdings": as defined in Section 7.5(c).

"Non-Facility L/C Obligations": at any time, an amount equal
to the sum of (a) the aggregate then undrawn and unexpired amount of
the then outstanding letters of credit issued pursuant to Section
7.2(d) and (b) the aggregate amount of drawings under such letters
of credit which have not then been reimbursed in accordance with the
terms thereof.

"Obligations": the unpaid principal of and interest on
(including, without limitation, interest accruing after the maturity
of the Loans and Reimbursement Obligations and interest accruing
after the filing of any petition in bankruptcy, or the commencement
of any insolvency, reorganization or like proceeding, relating to
the Company, 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 Company to the Administrative
Agent or to any Lender (or, in the case of any Interest Rate
Protection Agreement, any Affiliate of any Lender), 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 other Loan Document, the
Letters of Credit or any other document made, delivered or given in
connection herewith or therewith, whether on account of principal,
interest, reimbursement obligations, fees, indemnities, costs,
expenses (including, without limitation, all fees, charges and
disbursements of counsel to the Administrative Agent or to any
Lender that are required to be paid by the Company pursuant hereto)
or otherwise.

"Outstanding Revolving Extensions of Credit": as to any
Lender at any time, an amount equal to the sum of (a) the aggregate
principal amount of all Revolving Credit Loans made by such Lender
then outstanding, (b) such Lender's Commitment Percentage of the L/C
Obligations then outstanding and (c) such Lender's Commitment
Percentage of the aggregate principal amount of all Specified Basket
Debt then outstanding; provided, that for the purpose of determining
such Lender's Available Revolving Credit Commitment pursuant to
Section 2.4(a), the aggregate unpaid principal amount of Specified
Basket Debt then outstanding shall be deemed to be zero.

"Participant": as defined in Section 11.6(f).

"Participation Fee": any participation fee payable pursuant
to Section 3.3(a) or (b).

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

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

"Plan": any employee benefit plan which is covered by ERISA
and in respect of which the Company 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.

"Pledge Agreements": collectively, the Holdings Pledge
Agreement, the Company Pledge Agreement and the Subsidiary Pledge
Agreement.

"Preferred Stock": any preferred stock of Holdings issued for
the purpose of prepaying, refinancing or redeeming, or issued in

exchange for, (a) the Senior Unsecured Term Loans or (b) other
preferred stock of Holdings, in each case in accordance with Section
7.11(a).

"Preliminary Statements": the clauses that appear after the
preamble of this Agreement under the title "Preliminary Statements".

"Prime Rate": as defined in the definition of "Alternate Base
Rate".

"Raw Materials": raw materials which are located at the
Marion, Indiana, PVC processing facility, the Lafayette, Indiana,
rubber compounding facility or the Fort Xxxxx, Indiana, chemical
processing facility.

"Reference Lenders": Chase and Bank of America Illinois.

"Register": as defined in Section 11.6(d).

"Regulation U ": Regulation U of the Board.

"Reimbursement Obligation": as defined in Section 3.5.

"Release": any release, spill, emission, leaking, pumping,
pouring, dumping, emptying, injection, deposit, disposal, discharge,
dispersal, leaching or migration of Hazardous Materials into the
indoor or outdoor environment or into or out of any property owned
or operated by Holdings, the Company or any of its Subsidiaries,
including the movement of Hazardous Materials through or in the air,
soil, surface water, groundwater or other media.

"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, other than those events as to which the thirty day
notice period is waived under PBGC Reg. Section 2615.

"Required Lenders": at any date, the holders of 51% of the
aggregate Revolving Credit Commitments, or, if the Revolving Credit
Commitments have been terminated or for the purposes of determining
whether to accelerate the Loans pursuant to Section 8, the aggregate
unpaid principal amount of the Loans.

"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, rule or regulation or
determination of an arbitrator or a court or other 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": the chief executive officer,
president, chief financial officer or treasurer of Holdings or the
Company, as the case may be, but in any event, with respect to

financial matters, the chief financial officer or treasurer of
Holdings or the Company, as the case may be.

"Revolving Credit Commitment": as to any Lender, the
obligation of such Lender to make Revolving Credit Loans to and/or
issue or participate in Letters of Credit issued on behalf of the
Company hereunder in an aggregate principal and/or face amount not
to exceed the amount set forth under the heading "Revolving Credit
Commitment" opposite such Lender's name on Schedule 1.1A, as the
same may be changed from time to time pursuant to the terms hereof.

"Revolving Credit Commitment Period": the period from and
including the Effective Date to but not including the Revolving
Credit Termination Date or such earlier date on which the Revolving
Credit Commitments shall terminate as provided herein.

"Revolving Credit Loans": as defined in Section 2.1(a).

"Revolving Credit Termination Date": October 31, 2001.

"Section 7.2(n) Indebtedness": any Indebtedness incurred
pursuant to Section 7.2(n).

"Section 7.2(p) Indebtedness": any Indebtedness incurred
pursuant to Section 7.2(p).

"Security Agreements": collectively, the Holdings Security
Agreement, the Company Security Agreement and the Subsidiary
Security Agreement.

"Security Documents": the collective reference to the Pledge
Agreements, the Security Agreements, the Mortgages, and any other
collateral security document from time to time executed and
delivered in connection herewith or therewith.

"Senior Note Indenture": the Indenture dated as of May 7,
1993 between the Company and NBD Bank, a Michigan banking
corporation (formerly known as NBD Bank, N.A.), as trustee, as
amended, supplemented or otherwise modified from time to time in
accordance with Section 7.11.

"Senior Note Indenture Revolving Credit Incurrence Limit": as
of any date of determination, the maximum aggregate principal amount
of Revolving Credit Loans which would be permitted to be incurred,
in accordance with this Agreement, on such date pursuant to Sections
4.04(b)(i) and 4.04(b)(x) of the Senior Note Indenture (after taking
into account any Indebtedness (other than L/C Obligations and
Specified Basket Debt) then outstanding pursuant to said Sections).

"Senior Note Indenture Revolving Credit Incurrence Limit
Certificate": a certificate substantially in the form of Exhibit B-
2, with such changes as the Administrative Agent may from time to
time reasonably request for the purpose of monitoring the Senior
Note Indenture Revolving Credit Incurrence Limit.

"Senior Notes": the Company's 10% Senior Notes Due 2003.

"Senior Secured Leverage Ratio": as of the last day of any
period of four consecutive fiscal quarters of Holdings, the ratio of
(a) Total Senior Secured Debt on such day to (b) Consolidated EBITDA
of Holdings for such period.

"Senior Unsecured Term Loans": as defined in Section 7.2(k).

"Senior Unsecured Term Loan Agreement": the collective
reference to (a) the Senior Unsecured Note Agreement, dated as of
April 12, 1995, among Holdings, the Company, the lenders parties
thereto and The Chase Manhattan Bank, as administrative agent, as in
effect on the Effective Date and (b) any other agreement governing
unsecured term Indebtedness of the Company so long as the pricing
and other terms thereof are no less favorable to the Company and the
Lenders than those then contained in the agreement referred to in
clause (a) above, in each case as amended, supplemented or otherwise
modified from time to time in accordance with Section 7.11.

"Sight Letter of Credit": as defined in Section 3.1(a).

"Single Employer Plan": any Plan which is covered by Title IV
of ERISA, but which is not a Multiemployer Plan.

"Solvent": when used with respect to any Person, means that,
as of any date of determination, (a) the amount of the "present fair
saleable value" of the assets of such Person will, as of such date,
exceed the amount of all "liabilities of such Person, contingent or
otherwise", as of such date, as such quoted terms are determined in
accordance with applicable federal and state laws governing
determinations of the insolvency of debtors, (b) the present fair
saleable value of the assets of such Person will, as of such date,
be greater than the amount that will be required to pay the
liability of such Person on its debts as such debts become absolute
and matured, (c) such Person will not have, as of such date, an
unreasonably small amount of capital with which to conduct its
business, and (d) such Person will be able to pay its debts as they
mature. For purposes of this definition, (i) "debt" means liability
on a "claim", and (ii) "claim" means any (x) right to payment,
whether or not such a right is reduced to judgment, liquidated,
unliquidated, fixed, contingent, matured, unmatured, disputed,
undisputed, legal, equitable, secured or unsecured or (y) right to
an equitable remedy for breach of performance if such breach gives
rise to a right to payment, whether or not such right to an
equitable remedy is reduced to judgment, fixed, contingent, matured
or unmatured, disputed, undisputed, secured or unsecured.

"Specified Basket Debt": (a) any Indebtedness of the Company
or any of its Subsidiaries incurred pursuant to Section 7.2(o),
other than, in the case of any such Indebtedness which consists of
term loans or term notes, that portion (if any) of the principal
amount of such Indebtedness for which there are no scheduled
repayments, prepayments or redemptions prior to the Revolving Credit
Termination Date and (b) any Section 7.2(p) Indebtedness.

"Specified Properties": the plants and real properties owned
by the Company or its Subsidiaries located in Florence, Alabama;
Glendale, Arizona; Chicago, Illinois; Sikeston, Missouri; New

Market, New Hampshire; Pawtucket, Rhode Island; and Bennettsville,
South Carolina.

"Specified Required Lenders": at any date, the holders of 51%
of the sum of (a) the aggregate Revolving Credit Commitments (or, if
the Revolving Credit Commitments have been terminated, the aggregate
unpaid principal amount of the Loans) and (b) the aggregate
outstanding principal amount of Indebtedness under the Capital Lease
Financing Facility.

"Standby Letter of Credit": as defined in Section 3.1(a).
"Subsidiary": with respect to any Person, any corporation,
partnership, joint venture, trust or estate of which (or in which)
more than 50% of (a) the issued and outstanding Voting Stock, (b)
the interest in the capital or profits of such partnership or joint
venture or (c) the beneficial interest in such trust or estate, is
at the time directly or indirectly owned or controlled by such
Person and/or by one or more of such Person's other Subsidiaries.
Unless otherwise qualified, all references to a "Subsidiary" or to
"Subsidiaries" in this Agreement shall refer to a Subsidiary or
Subsidiaries of the Company.

"Subsidiary Guarantee": the Guarantee made by the
Subsidiaries of the Company party thereto in favor of the
Administrative Agent for the benefit of the Lenders substantially in
the form of Exhibit F, as the same may be amended, supplemented or
otherwise modified from time to time.

"Subsidiary Guarantor": each of the Subsidiaries of the
Company which is a party to the Subsidiary Guarantee.

"Subsidiary Pledge Agreement": the Pledge Agreement made by
each Subsidiary Guarantor in favor of the Administrative Agent for
the benefit of the Lenders substantially in the form of Exhibit D-3,
as the same may be amended, supplemented or otherwise modified from
time to time.

"Subsidiary Security Agreement": the Security Agreement made
by each Subsidiary Guarantor in favor of the Administrative Agent
for the benefit of the Lenders substantially in the form of Exhibit
E-3, as the same may be amended, supplemented or otherwise modified
from time to time.

"Supermajority Lenders": at any date shall mean the holders
of 66-2/3% of the aggregate Revolving Credit Commitments, or, if the
Revolving Credit Commitments have been terminated, the aggregate
unpaid principal amount of the Loans.

"Tax Sharing Agreement": the tax sharing agreement dated
effective as of January 1, 1991 between Holdings and the Company, as
in effect on the Effective Date.

"Total Debt": as of any date of determination, all Funded
Debt of Holdings and its consolidated Subsidiaries at such date,
determined on a consolidated basis in conformity with GAAP.

"Total Senior Secured Debt": as of any date of determination,
the aggregate then outstanding principal amount of all secured
Funded Debt incurred by the Company or any of its Subsidiaries
pursuant to Section 7.2(a), (c)(iii), (f), (g), (m) or (n).

"Transferee": as defined in Section 11.6(g).

"Triangle": as defined in the Preliminary Statements.

"Triangle Acquisition": as defined in the Preliminary
Statements.

"Triangle Acquisition Documents": as defined in Section
5.1(d).

"Triangle Inventory": Inventory located at any leased
facility listed on Schedule 1.1C.
"Type": (a) as to any Revolving Credit Loan, its nature as an
ABR Loan or a Eurodollar Loan, and (b) as to any Competitive Loan,
its nature as a Eurodollar Competitive Loan or a Fixed Rate
Competitive Loan.

"Uniform Customs": the Uniform Customs and Practice for
Documentary Credits (1993 Revision), International Chamber of
Commerce Publication No. 500, as the same may be amended,
supplemented or otherwise modified from time to time.

"Usance Letter of Credit": as defined in Section 3.1(a).

"Voting Stock": Capital Stock issued by any Person, the
holders of which are ordinarily, in the absence of contingencies,
entitled to vote for the election of directors (or persons
performing similar functions) of such Person, even though the right
so to vote has been suspended by the happening of such a
contingency.

1.2 Other Definitional Provisions; Financial Calculations. (a)
Unless otherwise specified therein, all terms defined in this Agreement
shall have the defined meanings when used in the other Loan Documents or
any certificate or other document made or delivered pursuant hereto or
thereto.

(b) As used herein and in the other Loan Documents, and any
certificate or other document made or delivered pursuant hereto or
thereto, accounting terms relating to Holdings, the Company and its
Subsidiaries not defined in Section 1.1 and accounting terms partly
defined in Section 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, 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) Notwithstanding anything to the contrary herein, calculations
in connection with the covenants contained in Section 7.1 shall utilize
accounting principles and policies (including those in respect of
accounting for income taxes) in conformity with those used to prepare the
financial statements referred to in Section 4.1(b) for the fiscal year of
Holdings or the Company, as the case may be, ended December 31, 1995.

SECTION 2. THE REVOLVING CREDIT COMMITMENTS

2.1 Revolving Credit Commitments. (a) Subject to the terms and
conditions hereof (including, without limitation, the applicable
conditions specified in Section 5), each Lender severally agrees to make
revolving credit loans ("Revolving Credit Loans") to the Company from time
to time during the Revolving Credit Commitment Period. During the
Revolving Credit Commitment Period the Company may use the Revolving
Credit Commitments by borrowing, prepaying the Revolving Credit Loans in
whole or in part, and reborrowing, all in accordance with the terms and
conditions hereof.

(b) The Revolving Credit Loans may from time to time be (i)
Eurodollar Loans, (ii) ABR Loans or (iii) a combination thereof, as
determined by the Company and notified to the Administrative Agent in
accordance with Sections 2.2 and 2.9, provided that no Revolving Credit
Loan shall be made as a Eurodollar Loan after the day that is one month
prior to the Revolving Credit Termination Date.

2.2 Procedure for Revolving Credit Borrowing. The Company may
borrow under the Revolving Credit Commitments during the Revolving Credit
Commitment Period on any Business Day; provided that the Company shall
give the Administrative Agent irrevocable notice (which notice must be
received by the Administrative Agent prior to (a) 12:00 Noon, New York
City time, three Business Days prior to the requested Borrowing Date, if
all or any part of the requested Revolving Credit Loans are to be
initially Eurodollar Revolving Credit Loans or (b) 11:00 A.M., New York
City time, on the requested Borrowing Date, otherwise), specifying (i) the
amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether
the borrowing is to be of Eurodollar Revolving Credit Loans, ABR Loans or
a combination thereof and (iv) if the borrowing is to be entirely or
partly of Eurodollar Revolving Credit Loans, the respective amounts of
each such Loan and the respective lengths of the initial Interest Periods
therefor. Each borrowing under the Revolving Credit Commitments shall be
in an amount equal to (x) in the case of ABR Loans, $500,000 or a whole
multiple of $100,000 in excess thereof (or, if the then Available
Revolving Credit Commitments are less than $500,000, such lesser amount)
and (y) in the case of Eurodollar Revolving Credit Loans, $5,000,000 or a
whole multiple of $1,000,000 in excess thereof. Upon receipt of any such
notice from the Company, the Administrative Agent shall promptly notify
each Lender thereof. Each Lender will make the amount of its pro rata
share of each borrowing available to the Administrative Agent for the
account of the Company at the office of the Administrative Agent specified
in Section 11.2 prior to 11:00 A.M., New York City time, in the case of
Eurodollar Revolving Credit Loans, and 2:00 P.M., New York City time, in
the case of ABR Loans, on the Borrowing Date requested by the Company in
funds immediately available to the Administrative Agent. Such borrowing
will then be made available to the Company by the Administrative Agent

crediting the account of the Company on the books of such office with the
aggregate of the amounts made available to the Administrative Agent by the
Lenders and in like funds as received by the Administrative Agent.

2.3 Competitive Borrowings.

(a) The Competitive Advance Option. In addition to the Revolving
Credit Loans which may be made available pursuant to the foregoing
provisions of this Section 2, the Company may, as set forth in this
Section 2.3, request the Lenders to make offers to make Competitive Loans
to the Company during the Revolving Credit Commitment Period. The Lenders
may, but shall have no obligation to, make such offers, and the Company
may, but shall have no obligation to, accept any such offers in the manner
set forth in this Section 2.3.

(b) Competitive Advance Request. When the Company wishes to
request offers to make Competitive Loans under this Section 2.3, it shall
transmit to the Administrative Agent a Competitive Advance Request to be
received no later than 12:00 Noon (New York City time) on (x) the fourth
Business Day prior to the date of borrowing proposed therein, in the case
of a borrowing of Eurodollar Competitive Loans or (y) the Business Day
immediately preceding the date of borrowing proposed therein, in the case
of Fixed Rate Competitive Loans, specifying:

(i) the proposed date of the Competitive Borrowing, which
shall be a Business Day;

(ii) the aggregate principal amount of such borrowing, which
shall be $5,000,000 or a whole multiple of $1,000,000 in excess
thereof;

(iii) the Competitive Loan Maturity Date applicable to the
Competitive Loans to be made pursuant thereto, provided, that the
Competitive Loan Maturity Date for each Fixed Rate Competitive Loan
shall be not less than 7 days nor more than 360 days after the
Borrowing Date therefor and the Competitive Loan Maturity Date for
each Eurodollar Competitive Loan shall be not less than one month
nor more than twelve months after the Borrowing Date therefor, and
in any event shall be not later than the Revolving Credit
Termination Date; and

(iv) whether the Competitive Borrowing then being requested
is to be of Eurodollar Competitive Loans or Fixed Rate Competitive
Loans.

A Competitive Advance Request that does not conform substantially to the
format of Exhibit C-4 may be rejected by the Administrative Agent in its
sole discretion, and the Administrative Agent shall promptly notify the
Company of such rejection. The Company may request offers to make
Competitive Loans having any one or more Competitive Loan Maturity Dates
in a single Competitive Advance Request. No Competitive Advance Request
shall be given within three Business Days of any other Competitive Advance
Request pursuant to which the Company has borrowed a Competitive Loan.

(c) Competitive Advance Invitation. Promptly after its receipt of
a Competitive Advance Request (but, in any event, no later than 3:00 P.M.,
New York City time, on the date of such receipt) conforming to the

requirements of paragraph (b) above, the Administrative Agent shall send
to each of the Lenders a Competitive Advance Invitation which shall
constitute an invitation by the Company to each such Lender to offer, on
the terms and conditions of this Agreement, to make Competitive Loans
pursuant to the Competitive Advance Request.

(d) Submission and Contents of Competitive Advance Offers.
(i) Each Lender may submit a Competitive Advance Offer containing an offer
or offers to make Competitive Loans in response to such Competitive
Advance Invitation. Each Competitive Advance Offer must comply with the
requirements of this paragraph (d) and must be submitted to the
Administrative Agent at its offices specified in Section 11.2 not later
than (x) 9:30 A.M. (New York City time) on the third Business Day prior to
the proposed date of borrowing, in the case of a borrowing of Eurodollar
Competitive Loans or (y) 9:30 A.M. (New York City time) on the date of the
proposed borrowing, in the case of a Fixed Rate Loan; provided, that any
Competitive Advance Offers submitted by the Administrative Agent in the
capacity of a Lender may only be submitted if the Administrative Agent
notifies the Company of the terms of the offer or offers contained therein
not later than fifteen minutes prior to the deadline for the other
Lenders. A Competitive Advance Offer submitted by a Lender pursuant to
this paragraph (d) shall be irrevocable.

(ii) Each Competitive Advance Offer shall be in substantially
the form of Exhibit C-3 and shall specify:

(A) the date of the proposed Competitive Borrowing,

(B) the principal amount of the Competitive Loan for
which each such offer is being made, which principal amount
(w) may be greater than, equal to or less than the Revolving
Credit Commitment of the quoting Lender, (x) must be in a
minimum principal amount of $5,000,000 or a whole multiple of
$1,000,000 in excess thereof, (y) may not exceed the principal
amount of Competitive Loans for which offers were requested
and (z) may be subject to a limitation as to the maximum
aggregate principal amount of Competitive Loans for which
offers being made by such quoting Lender may be accepted,

(C) in the case of a borrowing of Eurodollar
Competitive Loans, the Margin offered for each such
Competitive Loan, expressed as a percentage (specified in
increments of 1/10,000th of 1%) to be added to or subtracted
from the Eurodollar Rate,

(D) in the case of a borrowing of Fixed Rate
Competitive Loans, the rate of interest per annum (specified
in increments of 1/10,000th of 1%) offered for each such
Competitive Loan, and

(E) the identity of the quoting Lender.

A Competitive Advance Offer may set forth up to five separate offers by
the quoting Lender with respect to each Competitive Loan requested in the
related Competitive Advance Invitation. Any Competitive Advance Offer may
be disregarded by the Administrative Agent if the Administrative Agent
determines that it: (A) is not substantially in the form of Exhibit C-3

or does not specify all of the information required by Section 2.3(d)(ii);
(B) contains qualifying, conditional or similar language (except for a
limitation on the maximum principal amount which may be accepted); (C)
proposes terms other than or in addition to those set forth in the
applicable Competitive Advance Invitation or (D) arrives after the time
set forth in Section 2.3(d)(i).

(e) Notice to Company. The Administrative Agent shall promptly
(and, in any event, by 10:00 A.M., New York City time) notify the Company,
by telecopy, of all the Competitive Advance Offers made (including all
disregarded offers), the Competitive Advance Rate and the principal amount
of each Competitive Loan in respect of which a Competitive Advance Offer
was made and the identity of the Lender that made each offer. The
Administrative Agent shall send a copy of all Competitive Advance Offers
(including all disregarded offers) to the Company for its records as soon
as practicable after completion of the offering process set forth in this
Section 2.3.

(f) Acceptance and Notice by Company. The Company may in its sole
discretion, subject only to the provisions of this paragraph (f), accept
or reject any Competitive Advance Offer (other than any disregarded offer)
referred to in paragraph (e) above. The Company shall notify the
Administrative Agent by telephone, confirmed thereafter by telecopy in the
form of a Competitive Advance Accept/Reject Letter, whether and to what
extent it wishes to accept any or all of the offers referred to in
paragraph (e) above not later than (x) 10:30 A.M. (New York City time) on
the third Business Day prior to the proposed date of borrowing, in the
case of Eurodollar Competitive Loans or (y) 10:30 A.M. (New York City
time) on the proposed date of borrowing, in the case of Fixed Rate
Competitive Loans; provided that:

(i) the failure by the Company to give such notice shall be
deemed to be a rejection of all the offers referred to in paragraph
(e) above;

(ii) the aggregate principal amount of the Competitive
Advance Offers accepted by the Company may not exceed the lesser of
(A) the principal amount set forth in the related Competitive
Advance Request and (B) the excess, if any, of the aggregate
Revolving Credit Commitments of all Lenders then in effect over the
aggregate principal amount of the Aggregate Outstanding Extensions
of Credit immediately prior to the making of such Competitive Loans
(and after giving effect to the use of proceeds thereof),

(iii) the principal amount of each Competitive Borrowing must
be $5,000,000 or a whole multiple of $1,000,000 in excess thereof,

(iv) unless there are any limitations contained in a quoting
Lender's Competitive Advance Offer, the Company may not accept a
Competitive Advance Offer made at a particular Competitive Advance
Rate if it has decided to reject any portion of a offer made at a
lower Competitive Advance Rate for the same Type of Competitive Loan
and the same Competitive Loan Period, and

(v) the Company may not accept any Competitive Advance Offer
that is disregarded by the Administrative Agent pursuant to Section

2.3(d)(ii) or that otherwise fails to comply with the requirements
of this Agreement.

A notice given by the Company pursuant to this paragraph (f) shall be
irrevocable.

(g) Allocation by Administrative Agent. If offers are made by two
or more Lenders with the same Competitive Advance Rates for a greater
aggregate principal amount than the amount in respect of which such offers
are accepted for the related Competitive Loan Period, the principal amount
of Competitive Loans in respect of which such offers are accepted shall be
allocated by the Administrative Agent among such Lenders as nearly as
possible (in integral multiples of $1,000,000, as the Administrative Agent
may deem appropriate) in proportion to the aggregate principal amounts of
such offers.

(h) Notification of Acceptance. The Administrative Agent shall
promptly (and, in any event, by 11:00 A.M., New York City time) notify
each offering Lender whether or not its Competitive Advance Offer has been
accepted (and if so, in what amount and at what Competitive Advance Rate),
and each successful offering Lender will thereupon become bound, subject
to the other applicable conditions hereof, to make the Competitive Loan in
respect of which its offer has been accepted.

2.4 Fees. (a) The Company agrees to pay to the Administrative
Agent a commitment fee for the account of the Lenders for the period from
and including the Effective Date to the Revolving Credit Termination Date,
computed at a rate equal to (i) 0.250% per annum on any date on which
Level I or Level II is in effect, (ii) 0.375% per annum on any date on
which Level III, Level IV or Level V is in effect or (iii) 0.500% per
annum on any date on which Level VI or Level VII is in effect, on the
average daily amount of the Available Revolving Credit Commitment of each
Lender during the period for which payment is made, payable quarterly in
arrears on the last day of each March, June, September and December and on
the Revolving Credit Termination Date or such earlier date as the
Revolving Credit Commitments shall terminate as provided herein,
commencing on the first of such dates to occur after the Effective Date.

(b) The Company agrees to pay to the Administrative Agent, for its
own account and, to the extent mutually agreed upon by the Administrative
Agent and the Lenders, for the account of the Lenders, the fees in the
amounts and on the dates previously agreed to in writing by the Company
and the Administrative Agent.

2.5 Evidence of Loans; Repayment. 1. Each Lender shall maintain
in accordance with its usual practice an account or accounts evidencing
indebtedness of the Company to such Lender resulting from each Loan of
such Lender from time to time, including the amounts of principal and
interest payable and paid to such Lender from time to time under this
Agreement.

(b) The Administrative Agent shall maintain the Register pursuant
to Section 11.6(d), and a subaccount therein for each Lender, in which
shall be recorded (i) the amount of each Loan made hereunder, whether such
Loan is a Revolving Credit Loan or a Competitive Loan, the Type thereof
and each Interest Period or Competitive Loan Period (if any) applicable
thereto, (ii) the amount of any principal or interest due and payable or

to become due and payable from the Company to each Lender hereunder and
(iii) both the amount of any sum received by the Administrative Agent
hereunder from the Company and each Lender's share thereof.

(c) The entries made in the Register and the accounts of each
Lender maintained pursuant to Section 2.5(a) shall, to the extent
permitted by applicable law, be prima facie evidence of the existence and
amounts of the obligations of the Company therein recorded; provided,
however, that the failure of any Lender or the Administrative Agent to
maintain the Register or any such account, or any error therein, shall not
in any manner affect the obligation of the Company to repay (with
applicable interest) the Loans made to the Company by such Lender in
accordance with the terms of this Agreement.

(d) The Company shall repay all outstanding Revolving Credit Loans
on the Revolving Credit Termination Date or such earlier date as the
Revolving Credit Commitments shall terminate hereunder. The Company shall
repay each Competitive Loan on the Competitive Loan Maturity Date
applicable thereto.

2.6 Termination or Reduction of Revolving Credit Commitments. The
Company shall have the right, upon not less than three Business Days'
notice to the Administrative Agent, to terminate the Revolving Credit
Commitments or, from time to time, to reduce the amount of the Revolving
Credit Commitments; provided that no such termination or reduction of
Revolving Credit Commitments shall be permitted if, after giving effect
thereto and to any prepayments of the Loans made on the effective date
thereof, (a) the Aggregate Outstanding Extensions of Credit would exceed
the Revolving Credit Commitments then in effect or (b) the Outstanding
Revolving Extensions of Credit of any Lender would exceed such Lender's
Revolving Credit Commitment then in effect. Any such reduction shall be
in an amount equal to $1,000,000 or a whole multiple thereof and shall
reduce permanently the Revolving Credit Commitments then in effect. Upon
receipt of any notice referred to above, the Administrative Agent shall
promptly notify each Lender thereof.

2.7 Optional Prepayments. The Company may on the last day of any
Interest Period with respect thereto (or on any other day if the
prepayment referred to herein is accompanied by all amounts payable by the
Company pursuant to Section 2.17), in the case of Eurodollar Revolving
Credit Loans, or at any time and from time to time, in the case of ABR
Loans, prepay the Revolving Credit Loans, in whole or in part, without
premium or penalty, provided that the Company shall give the
Administrative Agent irrevocable notice (which notice must be received by
the Administrative Agent prior to (a) 12:00 Noon, New York City time,
three Business Days prior to such prepayment, in the case of Eurodollar
Revolving Credit Loans or (b) 11:00 A.M., New York City time, on the date
of such prepayment, in the case of ABR Loans) specifying the date and
amount of prepayment and whether the prepayment is of Eurodollar Revolving
Credit Loans, ABR Loans or a combination thereof, and, if a combination
thereof, the amount allocable to each. Upon receipt of any such notice
the Administrative Agent shall promptly notify each Lender 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 (except in the
case of ABR Loans) accrued interest to such date on the amount prepaid.
Partial prepayments shall be in an aggregate principal amount of
$1,000,000 or a whole multiple thereof. Notwithstanding anything to the

contrary contained herein, the Company shall not prepay any Competitive
Loan without the consent of the holder or holders thereof (which consent
may be withheld in its or their sole discretion), except in connection
with an acceleration of the maturity thereof pursuant to Section 8.

2.8 Mandatory Prepayments. (a) If on any date (including any
date on which a Borrowing Base Certificate is delivered pursuant to
Section 6.2(e)) the Modified Aggregate Outstanding Extensions of Credit as
of such date exceed the then applicable Borrowing Base, then, without
notice or demand, the Company shall, on such date, prepay the Revolving
Credit Loans and, if necessary, cash collateralize the Letters of Credit
and/or the Competitive Loans in an aggregate principal amount equal to
such excess; provided that if the amount of the Aggregate Outstanding
Extensions of Credit is less than the amount of such excess (because
Specified Basket Debt constitutes a portion thereof), the Company shall,
to the extent of the balance of such excess, repay such Specified Basket
Debt. The Company may, subject to the terms and conditions of this
Agreement, reborrow the amount of any prepayment made under this Section
2.8(a).

(b) If on any date (including any date on which a Senior Note
Indenture Revolving Credit Incurrence Limit Certificate is delivered
pursuant to Section 6.2(e)) the sum of (i) the aggregate L/C Obligations
then outstanding and (ii) the aggregate principal amount of Specified
Basket Debt then outstanding exceeds the then applicable Senior Note
Indenture Revolving Credit Incurrence Limit, then, without notice or
demand, the Company shall, on such date, prepay the Revolving Credit Loans
and, if necessary, cash collateralize the Competitive Loans to the extent
necessary to eliminate such excess; provided that if any such excess
remains after giving effect to such prepayment and cash collateralization,
the Company shall, to the extent of the balance of such excess, terminate
outstanding Letters of Credit, repay Specified Basket Debt and/or deposit
an amount in cash in a cash collateral account established with the
Administrative Agent for the benefit of the Lenders. The Company may,
subject to the terms and conditions of this Agreement, reborrow the amount
of any prepayment made under this Section 2.8(b).

(c) The application of any prepayment pursuant to this Section 2.8
shall be made first to ABR Loans and second to Eurodollar Revolving Credit
Loans; provided, that if on the date on which such prepayment is required
to be made the aggregate outstanding amount of ABR Loans and Eurodollar
Revolving Credit Loans having an Interest Period expiring on such date is
less than the amount required to be prepaid, then, on such date, the
Company may, at its option, (i) prepay other Eurodollar Revolving Credit
Loans selected by the Company in an amount up to the remaining amount
required to be prepaid and/or (ii) if no Default or Event of Default shall
have occurred and be continuing, place any amounts which the Company would
otherwise be required to use to prepay such other Eurodollar Revolving
Credit Loans in an interest-bearing cash collateral account established
with the Administrative Agent for the benefit of the Lenders until the
expiration of the Interest Periods applicable thereto, at which time such
amounts shall be applied to prepay such Eurodollar Revolving Credit Loans.
Each prepayment of the Loans under this Section 2.8 (other than ABR Loans)
shall be accompanied by accrued interest to the date of such prepayment on
the amount prepaid.

2.9 Conversion and Continuation Options. (a) The Company may
elect from time to time to convert Eurodollar Revolving Credit Loans to
ABR Loans, by giving the Administrative Agent at least three Business
Days' prior irrevocable notice of such election; provided that any such
conversion of Eurodollar Loans may only be made on the last day of an
Interest Period with respect thereto (or on any other day if on the date
of such conversion the Company pays to the Administrative Agent for the
account of the Lenders accrued interest on such Eurodollar Loans to the
date of such conversion together with all amounts payable pursuant to
Section 2.17). The Company may elect from time to time to convert ABR
Loans to Eurodollar Revolving Credit Loans by giving the Administrative
Agent at least three Business Days' prior irrevocable notice of such
election. Any such notice of conversion to Eurodollar Revolving Credit
Loans shall specify the length of the initial Interest Period or Interest
Periods therefor. Upon receipt of any such notice the Administrative
Agent shall promptly notify each Lender thereof. All or any part of
outstanding Eurodollar Revolving Credit Loans or ABR Loans may be
converted as provided herein; provided that (i) no Loan may be converted
into a Eurodollar Revolving Credit Loan when any Default or Event of
Default has occurred and is continuing and the Administrative Agent or the
Required Lenders have determined that such a conversion is not
appropriate, (ii) any such conversion may only be made if, after giving
effect thereto, Section 2.10 shall not have been contravened and (iii) no
Loan may be converted into a Eurodollar Revolving Credit Loan after the
date that is one month prior to the Revolving Credit Termination Date.

(b) Any Eurodollar Revolving Credit Loans may be continued as such
upon the expiration of the then current Interest Period with respect
thereto by the Company giving notice to the Administrative Agent, in
accordance with the applicable provisions of the term "Interest Period"
set forth in Section 1.1, of the length of the next Interest Period to be
applicable to such Loans; provided that no Eurodollar Revolving Credit
Loan may be continued as such (i) when any Default or Event of Default has
occurred and is continuing and the Administrative Agent or the Required
Lenders have determined that such a continuation is not appropriate, (ii)
if, after giving effect thereto, Section 2.10 would be contravened or
(iii) after the date that is one month prior to the Revolving Credit
Termination Date and provided, further, that if the Company 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 Loans
shall be automatically converted to ABR Loans on the last day of such then
expiring Interest Period. Upon receipt of any notice referred to above,
the Administrative Agent shall promptly notify the Lenders thereof.

2.10 Minimum Amounts and Maximum Number of Eurodollar Tranches.
All borrowings, conversions and continuations of Eurodollar Revolving
Credit 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, (a) the aggregate principal amount of the
Eurodollar Revolving Credit Loans comprising each Eurodollar Tranche shall
be equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof
and (b) there shall be no more than ten Eurodollar Tranches.

2.11 Interest Rates and Payment Dates. (a) Each Eurodollar
Revolving Credit Loan shall bear interest for each day during each
Interest Period with respect thereto at a rate per annum equal to the
Eurodollar Rate determined for such day plus the Applicable Margin.

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

(c) (i) each Eurodollar Competitive Loan shall bear interest for
each day during the Competitive Loan Period with respect thereto at a rate
per annum equal to the Eurodollar Rate determined for such day plus (or
minus, as the case may be) the Margin offered by the Lender making such
Loan and accepted by the Company pursuant to Section 2.3, and (ii) each
Fixed Rate Competitive Loan shall bear interest at a rate per annum equal
to the fixed rate of interest offered by the Lender making such Loan and
accepted by the Company pursuant to Section 2.3.

(d) During the continuation of any Event of Default pursuant to
Section 8(a), the Company shall pay, on demand, interest (after as well as
before judgment to the extent permitted by law) on (i) the principal
amount of all outstanding Loans at a rate per annum equal to the rate of
interest otherwise applicable in respect of such Loans pursuant to Section
2.11(a), (b), or (c) as the case may be, plus 2% and (ii) to the extent
permitted by applicable law, all interest and other amounts due and unpaid
hereunder, at a rate per annum equal to the Alternate Base Rate plus the
Applicable Margin plus 2%; provided, however, that, on and after the
expiration of the Interest Period applicable to any Eurodollar Revolving
Credit Loan outstanding on the date of occurrence of such Event of
Default, the principal amount of such Loan shall, during the continuation
of such Event of Default, bear interest at a rate per annum equal to the
Alternate Base Rate plus the Applicable Margin plus 2%.

(e) Interest shall be payable in arrears on each Interest Payment
Date; provided that interest accruing pursuant to paragraph (d) of this
Section 2.11 shall be payable on demand.

2.12 Computation of Interest and Fees. (a) Interest on the Loans,
commitment fees, Participation Fees and fronting fees shall be calculated
on the basis of the actual number of days elapsed over a year of 360 days
or, on any date when the Alternate Base Rate is determined by reference to
the Prime Rate, a year of 365 or 366 days, as appropriate. Any change in
the interest rate on a Loan resulting from a change in the Alternate Base
Rate or the Eurocurrency Reserve Requirements shall become effective as of
the opening of business on the day on which such change in the Alternate
Base Rate is announced or such change in the Eurocurrency Reserve
Requirements becomes effective, as the case may be.

(b) Each determination of an interest rate by the Administrative
Agent pursuant to any provision of this Agreement shall be conclusive and
binding on the Company and the Lenders in the absence of manifest error.

(c) If any Reference Lender's Revolving Credit Commitment shall
terminate or all its Loans shall be assigned for any reason whatsoever,
such Reference Lender shall thereupon cease to be a Reference Lender, and
the Administrative Agent (after consultation with the Company and the
Lenders) shall, by notice to the Company and the Lenders, designate
another Lender as a Reference Lender so that there shall at all times be
at least two Reference Lenders.

(d) Each Reference Lender shall use its best efforts to furnish
quotations of rates to the Administrative Agent as contemplated hereby.
If any of the Reference Lenders shall be unable or shall otherwise fail to

supply such rates to the Administrative Agent upon its request, the rate
of interest shall, subject to the provisions of Section 2.13, be
determined on the basis of the quotations of the remaining Reference
Lender.

2.13 Inability to Determine Interest Rate. In the event that prior
to the first day of any Interest Period:

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

(b) the Administrative Agent shall have received notice from
the Required Lenders that the Eurodollar Rate determined or to be
determined for such Interest Period will not adequately and fairly
reflect the cost to such Lenders (as conclusively certified by such
Lenders) of making or maintaining their affected Eurodollar
Revolving Credit Loans during such Interest Period,

the Administrative Agent shall give telex, telecopy or telephonic notice
thereof to the Company and the Lenders as soon as practicable thereafter.
If such notice is given (x) any Eurodollar Revolving Credit Loans
requested to be made on the first day of such Interest Period shall be
made as ABR Loans, (y) any Loans that were to have been converted on the
first day of such Interest Period to Eurodollar Revolving Credit Loans
shall be continued as ABR Loans and (z) any outstanding Eurodollar
Revolving Credit Loans shall be converted, on the first day of such
Interest Period, to ABR Loans. Until such notice has been withdrawn by
the Administrative Agent, no further Eurodollar Revolving Credit Loans
shall be made or continued as such, nor shall the Company have the right
to convert Loans to Eurodollar Revolving Credit Loans.

2.14 Pro Rata Treatment and Payments. (a) Except as otherwise
expressly provided herein, each borrowing by the Company from the Lenders
hereunder, each payment by the Company on account of any commitment fee
hereunder and any reduction of the Revolving Credit Commitments of the
Lenders shall be made pro rata according to the respective Commitment
Percentages of the Lenders. Except as otherwise expressly provided
herein, each payment (including each prepayment) by the Company on account
of principal of and interest on the Revolving Credit Loans shall be made
pro rata according to the respective outstanding principal amounts of the
Revolving Credit Loans then held by the Lenders. All payments (including
prepayments) to be made by the Company hereunder, whether on account of
principal, interest, fees or otherwise, shall be made without setoff or
counterclaim and shall be made prior to 1:30 P.M., New York City time, on
the due date thereof to the Administrative Agent, for the account of the
Lenders, at the Administrative Agent's office specified in Section 11.2,
in Dollars and in immediately available funds. The Administrative Agent
shall distribute such payments to the Lenders promptly upon receipt in
like funds as received. If any payment hereunder (other than payments on
the Eurodollar Loans) becomes due and payable on a day other than a
Business Day, such payment 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. If
any payment on a Eurodollar 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 (in which case 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.

(b) Unless the Administrative Agent shall have been notified in
writing by any Lender prior to a Borrowing Date that such Lender will not
make the amount that would constitute its share of the borrowing on such
date available to the Administrative Agent, the Administrative Agent may
assume that such Lender has made such amount available to the
Administrative Agent on such Borrowing Date, and the Administrative Agent
may, in reliance upon such assumption, make available to the Company a
corresponding amount. If such amount is made available to the
Administrative Agent on a date after such Borrowing Date, such Lender
shall pay to the Administrative Agent on demand an amount equal to the
product of (i) the daily average federal funds rate during such period as
quoted by the Administrative Agent, times (ii) the amount of such Lender's
share of such borrowing, 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 Lender's share of such borrowing shall have become
immediately available to the Administrative Agent and the denominator of
which is 360. A certificate of the Administrative Agent submitted to any
Lender with respect to any amounts owing under this Section 2.14 shall be
conclusive in the absence of manifest error. If such Lender's share of
such borrowing is not in fact made available to the Administrative Agent
by such Lender within three Business Days of such Borrowing Date, the
Administrative Agent shall be entitled to recover such amount with
interest thereon at the rate per annum applicable to ABR Loans hereunder,
on demand, from the Company.

2.15 Requirements of Law. 2. In the event that any change after
the Effective Date in any Requirement of Law or in the interpretation or
application thereof or compliance by any Lender with any request or
directive (whether or not having the force of law) from any central bank
or other Governmental Authority:

(i) shall subject any Lender to any tax of any kind
whatsoever with respect to this Agreement, any Letter of Credit, any
Application or any Eurodollar Loan made by it, or change the basis
of taxation of payments to such Lender in respect thereof (except
for taxes covered by Section 2.16 and changes in the rate of tax on
the net income or earnings of such Lender (including, without
limitation, changes in the U.S. branch profits tax));

(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 by, or any other
acquisition of funds by, any office of such Lender which is not
otherwise included in the determination of the Eurodollar Rate
hereunder; or

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

and the result of any of the foregoing is to increase the cost to such
Lender, by an amount which such Lender deems to be material, of making,
converting into, continuing or maintaining Eurodollar Loans or issuing or
participating in Letters of Credit, or to reduce any amount receivable
hereunder in respect thereof, then, in any such case, the Company shall
promptly pay such Lender, within 15 days after its demand, any additional
amounts necessary to compensate such Lender for such increased cost or
reduced amount receivable. If any Lender has demanded compensation under
this Section 2.15(a) with respect to any Eurodollar Revolving Credit Loan,
the Company shall have the option to convert immediately such Eurodollar
Revolving Credit Loan into an ABR Loan until the circumstances giving rise
to such demand for compensation no longer apply; provided, that (i) no
such conversion shall affect the Company's obligation to pay compensation
as provided herein which is due with respect to the period prior to such
conversion and (ii) on the date of such conversion the Company shall pay
to the Administrative Agent for the benefit of the relevant Lender accrued
interest on such Eurodollar Revolving Credit Loan to the date of
conversion, together with any amounts payable pursuant to Section 2.17.

(b) In the event that any Lender shall have determined that any
change after the Effective Date in any Requirement of Law regarding
capital adequacy or in the interpretation or application thereof or
compliance by such Lender or any corporation controlling such 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
Effective Date does or shall have the effect of reducing the rate of
return on such Lender's or such corporation's capital as a consequence of
its obligations hereunder or under or in respect of any Letter of Credit
to a level below that which such Lender or such corporation could have
achieved but for such change or compliance (taking into consideration such
Lender's or such corporation's policies with respect to capital adequacy)
by an amount deemed by such Lender to be material, then from time to time,
after submission by such Lender to the Company (with a copy to the
Administrative Agent) of a written request therefor, the Company shall pay
to such Lender or such corporation, within 15 days after its demand, such
additional amount or amounts as will compensate such Lender for such
reduction.

(c) Prior to making any demand for payment pursuant to this Section
2.15 with respect to Eurodollar Loans, any Lender making a demand for
payment shall designate a different lending office with respect to
Eurodollar Loans if such designation will avoid the need for making such
demand and will not, in the sole judgment of such Lender, be illegal or
otherwise disadvantageous to such Lender.

(d) A certificate as to any additional amounts payable pursuant to
this Section 2.15 submitted by any Lender, through the Administrative
Agent, to the Company shall be conclusive in the absence of manifest
error. The covenants contained in this Section 2.15 shall survive the
termination of this Agreement and the payment of the Loans and all other
amounts payable hereunder.

2.16 Taxes. (a) All payments made by the Company under this
Agreement to the Administrative Agent or any Lender 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 Governmental Authority,
excluding taxes imposed on or with respect to or measured by the net
income of the Administrative Agent or any Lender and franchise taxes
imposed on the Administrative Agent or any Lender, as the case may be, if
the Administrative Agent or such Lender is subject to such net income or
franchise tax by reason of a present or former connection between the
jurisdiction of the government or taxing authority imposing such tax and
the Administrative Agent or such Lender (excluding a connection arising
solely from the Administrative Agent or such Lender having executed,
delivered or performed its obligations or received a payment under, or
enforced, this Agreement) or any political subdivision or taxing authority
thereof or therein (all such non-excluded taxes, levies, imposts, duties,
charges, fees, deductions and withholdings being hereinafter called
"Taxes"). If any Taxes are required to be withheld from any amounts
payable to the Administrative Agent or any Lender hereunder, the amounts
so payable to the Administrative Agent or such Lender shall be increased
to the extent necessary to yield to the Administrative Agent or such
Lender after making all required deductions (including deductions
applicable to additional sums payable under this Section 2.16) interest or
any such other amounts payable hereunder at the rates or in the amounts
specified in this Agreement. Whenever any Taxes are payable by the
Company, as promptly as practicable thereafter the Company shall send to
the Administrative Agent for its own account or for the account of such
Lender, as the case may be, a certified copy of an original official
receipt received by the Company showing payment thereof if such a receipt
is issued by the relevant taxing authority and, if not, other
documentation reasonably satisfactory to the Administrative Agent or such
Lender, as the case may be, evidencing such payment. If the Company fails
to pay any Taxes when due to the appropriate taxing authority or fails to
remit to the Administrative Agent such required receipts or other
documentary evidence, the Company shall indemnify the Administrative Agent
and the Lenders for any incremental taxes, interest or penalties that may
become payable by the Administrative Agent or any Lender as a result of
any such failure. The agreements in this Section shall survive the
termination of this Agreement and the payment of the Loans and all other
amounts payable hereunder.

(b) Each Lender (or Transferee) that is not a citizen or resident
of the United States of America, a corporation, partnership or other
entity created or organized in or under the laws of the United States of
America (or any state thereof or the District of Columbia), or any estate
or trust that is subject to U.S. federal income taxation regardless of the
source of its income (a "Non-U.S. Lender") shall deliver to the Company
and the Administrative Agent (i) two copies of either U.S. Internal
Revenue Service Form 1001 or Form 4224, or, in the case of a Non-U.S.
Lender claiming exemption from U.S. federal withholding tax under Section
871(h) or 881(c) of the Code with respect to payments of "portfolio
interest", a Form W-8, or any subsequent versions thereof or successors
thereto (and, if such Non-U.S. Lender delivers a Form W-8 pursuant to this
clause (i) in lieu of a Form 1001 or Form 4224, an annual certificate
representing that such Non-U.S. Lender is not a "bank" for purposes of
Section 881(c) of the Code, is not a 10-percent shareholder (within the
meaning of Section 871(h)(3)(B) of the Code) of the Company and is not a
controlled foreign corporation related to the Company (within the meaning
of Section 864(d)(4) of the Code)), properly completed and duly executed
by such Non-U.S. Lender claiming complete exemption from U.S. federal
withholding tax on all payments by the Company under this Agreement and

the other Loan Documents, (ii) an Internal Revenue Service Form W-8 or W-9
or successor applicable forms and (iii) any other documentation as may be
required under applicable U.S. tax law and regulations to evidence
complete exemption from U.S. federal withholding tax on all payments by
the Company under this Agreement and the other Loan Documents. Such forms
and other documentation shall be delivered by each Non-U.S. Lender on or
before the date it becomes a party to this Agreement (or, in the case of
any Participant, on or before the date such Participant purchases the
related participation). Each such Lender shall certify, in the case of a
Form W-8 or W-9, that it is entitled to an exemption from United States
backup withholding tax. In addition, each Non-U.S. Lender shall deliver
such forms promptly upon the obsolescence or invalidity of any form or
other documentation previously delivered by it, and shall deliver such
additional forms and documentation as may subsequently be required under
applicable U.S. tax law and regulations to evidence complete exemption
from U.S. federal withholding tax on all payments by the Company under
this Agreement and the other Loan Documents unless in any such case any
Tax Law Change (as defined below) has occurred prior to the date on which
any such delivery would otherwise be required which renders all such forms
and other documentation previously delivered by it inapplicable or which
would prevent such Lender from duly completing and delivering any such
form or other documentation previously delivered by it with respect to it
and such Lender so advises the Company and the Administrative Agent.
Unless the Administrative Agent or the relevant Lender shall have
delivered to the Company the forms and other documentation referred to
above, the Company or the Administrative Agent shall withhold taxes from
payments to such Lender hereunder at the applicable statutory rate and the
Company shall not be required to pay any additional amounts to such Lender
pursuant to Section 2.16(a); provided that this sentence shall not apply,
and the Company shall be required to pay additional amounts to such Lender
pursuant to Section 2.16(a), if the Administrative Agent or such Lender is
unable to deliver such forms and other documentation as a result of a Tax
Law Change. For purposes of this Section 2.16(b), "Tax Law Change" means,
with respect to any Lender, a change in or amendment to the Code or any
tax treaty to which the United States is a party that occurs after the
date such Lender became a Lender hereunder the effect of which is to cause
any payment to such Lender to be subject to U.S. federal withholding tax.
Where, because of a Tax Law Change, the Administrative Agent or any Lender
is no longer entitled to a complete exemption from U.S. federal
withholding tax on payments by the Company to it but is entitled to a
reduced rate of taxation with respect to such payments, the Administrative
Agent or such Lender shall deliver to the Company such documentation
(including, without limitation, a Form 1001, if applicable) as may be
required under applicable U.S. tax law and regulations to evidence such
reduced rate of taxation, and, if the Administrative Agent or such Lender
fails to do so, the Company shall not be required to pay additional
amounts to the Administrative Agent or such Lender pursuant to this
Section 2.16(b) in an amount in excess of the additional amounts it would
have been required to so pay if the Administrative Agent or such Lender
had provided such documentation.

(c) If any Lender (or Transferee) shall have determined that it is
entitled to claim a refund from a Governmental Authority in respect of
Taxes with respect to which the Company has paid additional amounts
pursuant to Section 2.16(a), it shall promptly notify the Company of the
availability of such refund claim and shall, within 30 days after receipt
of a request by the Company, make a claim to such Governmental Authority

for such refund at the Company's expense. If any Lender (or Transferee)
receives a refund (including pursuant to a claim for refund made pursuant
to the preceding sentence) in respect of any Taxes with respect to which
the Company has paid additional amounts pursuant to Section 2.16(a), it
shall within 30 days from the date of such receipt pay over such refund to
the Company (but only to the extent of additional amounts paid by the
Company under Section 2.16(a) with respect to the Taxes giving rise to
such refund), net of all out-of-pocket expenses of the Lender (or
Transferee) and without interest (other than interest paid by the relevant
Governmental Authority with respect to such refund); provided, however,
that the Company, upon the request of the Lender (or Transferee), agrees
to repay the amount paid over to the Company (plus penalties, interest or
other charges) to the Lender (or Transferee) in the event the Lender (or
Transferee) is required to repay such refund to such Governmental
Authority.

(d) Notwithstanding anything to the contrary in this Section 2.16,
if the Internal Revenue Service determines that a Lender (or Transferee)
is a conduit entity knowingly participating in a conduit financing
arrangement as defined in Section 7701(1) of the Code and the regulations
thereunder and unless the Company expressly consented to such arrangement
with full knowledge of the relevant facts of such arrangement at the time
it was entered into (a "Conduit Financing Arrangement"), then the Company
shall have no obligation to pay additional amounts to the Lender (or
Transferee) for any Taxes with respect to any payments hereunder to the
extent the amount of such Taxes exceeds the amount that would have
otherwise been withheld or deducted had the Internal Revenue Service not
made such a determination. Each Lender (or Transferee) represents and
agrees that, at all times during the term of this Agreement, it is not and
will not be a conduit entity participating in a conduit financing
arrangement (as defined in Section 7701(1) of the Code and the regulations
thereunder) with respect to any borrowings hereunder. The agreement in
this Section 2.16(d) shall survive the termination of this Agreement and
the payment of the Loans and all other amounts payable hereunder.

2.17 Indemnity. The Company agrees to indemnify each Lender and to
hold each Lender harmless from any loss or expense (including, but not
limited to, any such loss or expense arising from interest or fees payable
by such Lender to lenders of funds obtained by it in order to maintain its
Eurodollar Revolving Credit Loans or Competitive Loans, but excluding loss
of the Applicable Margin or any positive Margin applicable to Eurodollar
Loans), which such Lender may sustain or incur as a consequence of (a)
default by the Company in payment when due of the principal amount of or
interest on any Eurodollar Revolving Credit Loan or Competitive Loan, (b)
default by the Company in making a borrowing of, conversion into or
continuation of Eurodollar Revolving Credit Loans or Competitive Loans
after the Company has given a notice requesting (or, in the case of
Competitive Loans, accepting) the same in accordance with the provisions
of this Agreement, (c) default by the Company in making any prepayment
after the Company has given a notice thereof in accordance with the
provisions of this Agreement or (d) the making of a prepayment or
conversion of Eurodollar Revolving Credit Loans or a Competitive Loans on
a day which is not the last day of an Interest Period or the Competitive
Loan Period, as the case may be, with respect thereto, including, without
limitation, in each case, any such loss or expense 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 Lender under this Section 2.17 with respect to Eurodollar
Loans shall be made as though such Lender had actually funded its relevant
Eurodollar Loan through the purchase of a deposit bearing interest at the
Eurodollar Rate in an amount equal to the amount of such Eurodollar Loan
and having a maturity comparable to the relevant Interest Period or
Competitive Loan Period; provided, however, that each Lender may fund each
of its Eurodollar Loans in any manner it sees fit, and the foregoing
assumption shall be utilized only for the calculation of amounts payable
under this Section 2.17. The Company shall endeavor to arrange the
borrowings and repayments pursuant to this Agreement so as to minimize any
amounts which would become payable pursuant to this Section 2.17. A
certificate as to any amounts payable pursuant to this Section 2.17
submitted by any Lender, through the Administrative Agent, shall be
conclusive in the absence of manifest error. The agreements in this
Section 2.17 shall survive the termination of this Agreement and the
payment of the Loans and all other amounts payable hereunder.

2.18 Replacement Lenders. In the event that the Company becomes
obligated to pay additional amounts to any Lender pursuant to Section 2.15
or 2.16 (other than solely with respect to Competitive Loans), then,
unless such Lender has theretofore removed or cured the conditions which
resulted in the obligation to pay such additional amounts, the Company
may, on ten Business Days' prior written notice to the Administrative
Agent and such Lender, cause such Lender to (and such Lender shall) assign
pursuant to Section 11.6 all of its rights and obligations under this
Agreement to another Person which is willing to become a Lender and is
acceptable (which acceptance shall not be unreasonably withheld) to the
Administrative Agent, for a purchase price equal to the outstanding
principal amount of the Loans payable to such Lender plus any accrued but
unpaid interest on such Loans, any accrued but unpaid commitment fees in
respect of such Lender's Revolving Credit Commitment and any other amounts
payable to such Lender under this Agreement, provided that any expenses or
other amounts owing to such Lender pursuant to any indemnification
provision hereof (including, if applicable, Section 2.17) shall be for the
account of the Company.

SECTION 3. LETTERS OF CREDIT

3.1 L/C Commitment. (a) Subject to the terms and conditions
hereof (including, without limitation, the applicable conditions specified
in Section 5), the Issuing Lender, in reliance on the agreements of the
other Lenders set forth in Section 3.4, agrees to issue letters of credit
("Letters of Credit") for the account of the Company on any Business Day
during the Revolving Credit Commitment Period in such form as may be
approved from time to time by the Issuing Lender; provided that the
Issuing Lender shall have no obligation to issue any Letter of Credit if,
after giving effect to such issuance, (i) the L/C Obligations would exceed
the L/C Commitment or (ii) the aggregate amount of L/C Obligations and
Non-Facility L/C Obligations would exceed $25,000,000. Each Letter of
Credit shall (i) be denominated in Dollars and shall be either (x) a
standby letter of credit issued (1) for the benefit of insurance companies
to guarantee insurance claims and premiums, (2) to provide bid and
performance guarantees or (3) to guarantee contested appeals (a "Standby
Letter of Credit"), or (y) a documentary sight letter of credit (a "Sight
Letter of Credit") or documentary time letter of credit (a "Usance Letter
of Credit") in respect of the purchase of goods or services by the Company

and its Subsidiaries in the ordinary course of business and (ii) expire no
later than the Revolving Credit Termination Date.

(b) Each Letter of Credit shall be subject to the Uniform Customs
and, to the extent not inconsistent therewith, the laws of the State of
New York.

(c) The Issuing Lender shall not at any time be obligated to issue
any Letter of Credit hereunder if such issuance would conflict with, or
cause the Issuing Lender or any L/C Participant to exceed any limits
imposed by, any applicable Requirement of Law.

(d) The terms of the Letters of Credit and the Company's
relationship with the Issuing Lender under this Agreement may be set forth
in a separate agreement among the Company, the Issuing Lender and the
Administrative Agent, provided that the provisions of such agreement are
not inconsistent with the provisions of this Agreement.

3.2 Procedure for Issuance of Letters of Credit. The Company may
from time to time request that the Issuing Lender issue a Letter of Credit
by delivering to the Issuing Lender at its address for notices specified
herein an Application therefor, completed to the satisfaction of the
Issuing Lender, and such other certificates, documents and other papers
and information as the Issuing Lender may request. Upon receipt of any
Application, the Issuing Lender will process such Application and the
certificates, documents and other papers and information delivered to it
in connection therewith in accordance with its customary procedures and
shall promptly issue the Letter of Credit requested thereby (but in no
event shall the Issuing Lender be required to issue any Letter of Credit
unless it has received the Application therefor and all such other
certificates, documents and other papers and information relating thereto
by 12:00 Noon, New York City time, on the Business Day immediately
preceding the day on which such Letter of Credit is to be issued) by
issuing the original of such Letter of Credit to the beneficiary thereof
or as otherwise may be agreed by the Issuing Lender and the Company. The
Issuing Lender shall furnish a copy of such Letter of Credit to the
Administrative Agent and the Company promptly following the issuance
thereof.

3.3 Fees and Other Charges. (a) The Company shall pay to the
Administrative Agent, for the account of the Issuing Lender and the L/C
Participants, a participation fee with respect to the Commercial Letters
of Credit (other than Usance Letters of Credit in respect of which a
banker's acceptance has been issued or a deferred payment has been
created) at a per annum rate equal to the Applicable Margin from time to
time in effect with respect to Eurodollar Revolving Credit Loans minus
0.25% on the average daily aggregate amount available to be drawn under
such Commercial Letters of Credit during the period for which payment is
made. Such participation fee shall be payable to the Lenders to be shared
ratably among them in accordance with their respective Commitment
Percentages. Such participation fee shall be payable quarterly in arrears
on each L/C Fee Payment Date and shall be nonrefundable.

(b) The Company shall pay to the Administrative Agent, for the
account of the Issuing Lender and the L/C Participants, a participation
fee with respect to the Standby Letters of Credit and the Usance Letters
of Credit in respect of which a banker's acceptance has been issued or a

deferred payment has been created, at a per annum rate equal to the
Applicable Margin from time to time in effect with respect to Eurodollar
Revolving Credit Loans on the average daily aggregate amount available to
be drawn under such Letters of Credit during the period for which payment
is made. Such participation fee shall be payable to the Lenders to be
shared ratably among them in accordance with their respective Commitment
Percentages. Such participation fee shall be payable quarterly in arrears
on each L/C Fee Payment Date and shall be nonrefundable.

(c) In addition to the foregoing fees, (i) the Company shall pay to
the Issuing Lender, for its own account, a fronting fee in respect of each
Letter of Credit equal to a per annum rate agreed upon between the Company
and the Issuing Lender on the average daily aggregate amount available to
be drawn under such Letter of Credit during the period for which payment
is made; such fronting fee shall be payable quarterly in arrears on each
L/C Fee Payment Date and shall be nonrefundable; and (ii) the Company
shall pay or reimburse the Issuing Lender for such normal and customary
costs and expenses as are incurred or charged by the Issuing Lender in
issuing, effecting payment under, amending or otherwise administering any
Letter of Credit.

(d) The Administrative Agent shall, promptly following its receipt
thereof, distribute to the Issuing Lender and the L/C Participants all
fees received by the Administrative Agent for their respective accounts
pursuant to this Section.

3.4 L/C Participations. The Issuing Lender irrevocably agrees to
grant and hereby grants to each L/C Participant, and, to induce the
Issuing Lender to issue Letters of Credit hereunder, each L/C Participant
irrevocably agrees to accept and purchase and hereby accepts and purchases
from the Issuing Lender, on the terms and conditions hereinafter stated,
for such L/C Participant's own account and risk an undivided interest
equal to such L/C Participant's Commitment Percentage of the Issuing
Lender's obligations and rights under or in respect of each Letter of
Credit issued hereunder and the amount of each draft paid by the Issuing
Lender thereunder.

3.5 Drawing and Reimbursement. (a) The payment by the Issuing
Lender of a draft drawn under any Letter of Credit shall constitute for
all purposes of this Agreement the making by the Issuing Lender on the
date of such payment of a Revolving Credit Loan ("Issuing Lender Loans"),
which shall be an ABR Loan, in the amount of such draft (but without any
requirement for compliance with the provisions of Sections 2.1 and 2.2 or
the conditions set forth in Section 5). It is understood that,
notwithstanding anything to the contrary in this Section 3.5, interest on
any unreimbursed Issuing Lender Loan shall be payable by the Company from
the date on which such Loan is deemed to be made, at the interest rate
then applicable to ABR Loans. In the event that a drawing under any
Letter of Credit is not reimbursed by the Company by 12:00 Noon, New York
City time, on the first Business Day after such drawing, the Issuing
Lender shall promptly notify the Administrative Agent and, upon receipt of
such notice, the Administrative Agent will in turn notify each L/C
Participant. Each L/C Participant shall, on the first Business Day
following such notification, make a Revolving Credit Loan, which shall be
an ABR Loan, in an amount equal to its Commitment Percentage of such
drawing for application to reimburse the Issuing Lender (but without any
requirement for compliance with the provisions of Sections 2.1 and 2.2 or

the conditions set forth in Section 5) and shall make available to the
Administrative Agent for the account of the Issuing Lender, by deposit to
the Administrative Agent's account, in same day funds, the amount of such
Loan. If and to the extent that any Lender shall not have so made the
amount of such Loan available to the Administrative Agent, such L/C
Participant and the Company severally agree to pay to the Administrative
Agent forthwith on demand such amount together with interest thereon, for
each day from the date of demand by the Issuing Lender until the date such
amount is paid to the Administrative Agent (such obligation on the part of
the Company, together with any comparable obligation with respect to
participating interests pursuant to Section 3.5(b), being referred to
herein as a "Reimbursement Obligation"), at (a) in the case of the
Company, the interest rate then applicable to ABR Loans and (b) in the
case of such L/C Participant, the daily average federal funds rate during
the relevant period as quoted by the Administrative Agent, calculated on
the basis of the actual number of days elapsed during such period over a
year of 360 days. If such L/C Participant shall pay to the Administrative
Agent such amount, such amount so paid shall constitute such L/C
Participant's Revolving Credit Loan for purposes of this Agreement.

(b) If, for any reason (including as a result of the occurrence of
an Event of Default with respect to the Company pursuant to Section 8(f)),
ABR Loans may not be made pursuant to Section 3.5(a) by the L/C
Participants to repay Issuing Lender Loans, then, effective on the date
such ABR Loans would otherwise have been made, each L/C Participant
severally agrees that it shall unconditionally and irrevocably, without
regard to the occurrence of any Default or Event of Default, to the extent
of such L/C Participant's Commitment Percentage, purchase a participating
interest in such Issuing Lender Loans. Each L/C Participant will
immediately transfer to the Administrative Agent, in same day funds, the
amount of its participation, and the proceeds of such participation shall
be distributed by the Administrative Agent to the Issuing Lender. Each
L/C Participant shall share on a pro rata basis (calculated by reference
to its participating interest in such Issuing Lender Loans) in any
interest which accrues thereon and in all repayments thereof. If and to
the extent that any Lender shall not have so made the amount of such
participating interest available to the Administrative Agent, such L/C
Participant and the Company severally agree to pay to the Administrative
Agent forthwith on demand such amount together with interest thereon, for
each day from the date of demand by the Issuing Lender until the date such
amount is paid to the Administrative Agent, at (a) in the case of the
Company, the interest rate then applicable to ABR Loans and (b) in the
case of such L/C Participant, the daily average federal funds rate during
the relevant period as quoted by the Administrative Agent, calculated on
the basis of the actual number of days elapsed during such period over a
year of 360 days. If such L/C Participant shall pay to the Administrative
Agent such amount, such amount so paid shall constitute such L/C
Participant's participating interest in the relevant Issuing Lender Loans
for purposes of this Agreement.

3.6 Obligations Absolute. The Company's obligations under this
Section 3 shall be absolute and unconditional under any and all
circumstances and irrespective of any setoff, counterclaim or defense to
payment which the Company may have or have had against the Issuing Lender,
any L/C Participant or any beneficiary of a Letter of Credit. The Company
also agrees with the Issuing Lender and the L/C Participants that the
Issuing Lender and the L/C Participants shall not be responsible for, and

the Company's obligations under Section 3.5 shall not be affected by,
among other things, the validity or genuineness of documents or of any
endorsements thereon, even though such documents shall in fact prove to be
invalid, fraudulent or forged, or any dispute between or among the Company
and any beneficiary of any Letter of Credit or any other party to which
such Letter of Credit may be transferred or any claims whatsoever of the
Company against any beneficiary of such Letter of Credit or any such
transferee. The Issuing Lender and the L/C Participants 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 Letter of Credit, except, in the case of the Issuing
Lender, for errors or omissions caused by the Issuing Lender's gross
negligence or willful misconduct. The Company agrees that any action
taken or omitted by the Issuing Lender under or in connection with any
Letter of Credit or the related drafts or documents, if done in the
absence of gross negligence of willful misconduct and in accordance with
the standards of care specified in the Uniform Commercial Code of the
State of New York, shall be binding on the Company and shall not result in
any liability of the Issuing Lender or any L/C Participant to the Company.

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

3.8 Application. To the extent that any provision of any
Application related to any Letter of Credit is inconsistent with the
provisions of this Section 3, the provisions of this Section 3 shall
apply.

3.9 Notices and Reports. The Issuing Lender shall furnish (a) to
the Administrative Agent notice of any failure to issue, any extension or
expiration of, or any drawing under any Letter of Credit prior to 11:00
A.M. (New York City time) on the day of such extension, expiration or
drawing or, in the case of a failure to issue, on the day on which the
Issuing Lender determines not to issue a Letter of Credit and (b) to the
Administrative Agent on the last Business Day (or such other day as is
agreed between the Administrative Agent and the Issuing Lender) of each
month a written report setting forth the average daily aggregate maximum
amount available to be drawn (assuming compliance with all conditions to
drawing) during such month under all Letters of Credit and summarizing
issuance and expiration dates of Letters of Credit issued during such
month and drawings during such month under all Letters of Credit. Upon
receipt of any report referred to in clause (b) above, the Administrative
Agent shall deliver a copy thereof to each L/C Participant, together with
a calculation of each L/C Participant's participation in each Letter of
Credit referred to in such report.

SECTION 4. REPRESENTATIONS AND WARRANTIES

To induce the Lenders to enter into this Agreement and to make or
maintain the Loans and issue or participate in the Letters of Credit,

Holdings and the Company hereby jointly and severally represent and
warrant to the Administrative Agent and each Lender that:

4.1 Financial Condition. (a) The unaudited pro forma
consolidated balance sheet of Holdings and its consolidated Subsidiaries
as at September 30, 1996 (including the notes thereto) (the "Pro Forma
Balance Sheet"), copies of which have heretofore been furnished to each
Lender, has been prepared giving effect (as if such events had occurred on
such date) to (i) the borrowings under this Agreement contemplated to be
made, and other Indebtedness of the Company and its Subsidiaries
contemplated to be incurred, on the Effective Date, (ii) the repayment or
defeasance of any Indebtedness of Holdings, the Company or its
Subsidiaries contemplated to occur on the Effective Date, (iii) the
consummation of the Triangle Acquisition and (iv) the payment of fees and
expenses in connection with the foregoing. The Pro Forma Balance Sheet is
based on the best information available to Holdings and the Company as of
the date of delivery thereof, and presents fairly on a pro forma basis the
estimated financial position of Holdings and its consolidated Subsidiaries
as at September 30, 1996, assuming that the events specified in the
preceding sentence had actually occurred at September 30, 1996.

(b) The consolidated balance sheets of Holdings and its
consolidated Subsidiaries and of the Company and its consolidated
Subsidiaries as at December 31, 1994 and December 31, 1995 and the related
consolidated statements of income and stockholders' equity and cash flows
for the fiscal years ended on such dates, reported on by Ernst & Young,
copies of which have heretofore been furnished to each Lender, present
fairly the consolidated financial condition of Holdings and its
consolidated Subsidiaries or the Company and its consolidated
Subsidiaries, as the case may be, as at such dates, and the consolidated
results of their operations and cash flows for the fiscal years then
ended. The unaudited consolidated balance sheets of Holdings and its
consolidated Subsidiaries and of the Company and its consolidated
Subsidiaries as at June 30, 1996, and the related unaudited consolidated
statements of income and stockholder's equity and cash flows for the six-
month period ended on such date, certified by a Responsible Officer,
copies of which have heretofore been furnished to each Lender, present
fairly the consolidated financial condition of Holdings and its
consolidated Subsidiaries or the Company and its consolidated
Subsidiaries, as the case may be, as at such date, and the consolidated
results of their operations and cash flows for the six-month period then
ended (subject to normal year-end audit adjustments). All such financial
statements, including the related schedules and notes thereto, have been
prepared in accordance with GAAP applied consistently throughout the
periods involved (except as approved by such accountants or such
Responsible Officer, as the case may be, and as disclosed therein).
Neither Holdings, the Company, nor any of their respective consolidated
Subsidiaries had, at the date of the most recent balance sheet referred to
above, any material 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 is not reflected in
the foregoing statements or in the notes thereto other than such
obligations which are not required to be disclosed under GAAP (which
obligations are described on Schedule 4.1(b)). During the period from
December 31, 1995 to and including the Effective Date there has been no
sale, transfer or other disposition by Holdings, the Company, or any of

their respective consolidated Subsidiaries of any material part of its
business or property and no purchase or other acquisition of any business
or property (including any Capital Stock of any other Person) material in
relation to the consolidated financial condition of Holdings and its
consolidated Subsidiaries or the Company and its consolidated
Subsidiaries, as the case may be, at December 31, 1995 (except in
connection with the Triangle Acquisition).

(c) The projections dated September 12, 1996 furnished to the
Lenders were prepared based on good faith assumptions and the best
information available to Holdings and the Company on the date thereof, and
all assumptions and estimates set forth therein, on such date, were
believed by management of Holdings and the Company to be reasonable in
light of then current conditions and reflected Holdings' and the Company's
reasonable estimate of the results of operations and other information
projected therein, it being recognized by the Lenders that such
projections as they relate to future events are not to be viewed as fact
and that actual results during the period or periods covered by such
projections may differ from the projected results set forth therein.

4.2 No Change. Since December 31, 1995 (a) there has been no
development or event, which has had or could reasonably be expected to
have a Material Adverse Effect and (b) except as disclosed in the
Confidential Information Memorandum, no dividends or other distributions
have been declared, paid or made upon the Capital Stock of Holdings or the
Company nor has any of the Capital Stock of the Company been redeemed,
retired, purchased or otherwise acquired for value by Holdings, the
Company or any of its Subsidiaries, except as expressly permitted by
Section 7.8.

4.3 Corporate Existence; Compliance with Law. Each of Holdings,
the Company and its Subsidiaries (a) is duly organized, validly existing
and in good standing under the laws of the jurisdiction of its
organization, (b) has the corporate power and authority, and the legal
right, to own, pledge, mortgage 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 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 where the failure to be so qualified and/or in
good standing, in the aggregate, could not reasonably be expected to have
a Material Adverse Effect and (d) is in compliance with all Requirements
of Law except to the extent that the failure to comply therewith could
not, in the aggregate, reasonably be expected to have a Material Adverse
Effect.

4.4 Corporate Power; Authorization; Enforceable Obligations. (a)
Each Loan Party has the corporate power and authority, and the legal
right, to make, deliver and perform each Loan Document to which it is a
party and, in the case of the Company, to borrow hereunder and to request
the issuance of Letters of Credit for its account, and has taken all
necessary corporate action to authorize the execution, delivery and
performance of each such Loan Document and, in the case of the Company, to
authorize the borrowings and the issuance of Letters of Credit for its
account on the terms and conditions of this Agreement.

(b) No consent or authorization of, filing with or other act by or
in respect of any Governmental Authority or any other Person is required
in connection with the borrowings hereunder or the issuance of Letters of
Credit or with the execution, delivery, performance, validity or
enforceability of this Agreement or any other Loan Document, other than
filings necessary to perfect the Administrative Agent's security interest
in the Collateral for the benefit of the Lenders (which consents,
authorizations and filings have been obtained or made and are in full
force and effect).

(c) This Agreement and the other Loan Documents have been duly
executed and delivered on behalf of each Loan Party party thereto. This
Agreement and the other Loan Documents constitute a legal, valid and
binding obligation of each Loan Party party thereto, enforceable against
each such Loan 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).

4.5 No Legal Bar. Except as set forth in Schedule 4.5, the
execution, delivery and performance of this Agreement and the other Loan
Documents, the issuance of Letters of Credit, the borrowings hereunder and
the use of the proceeds thereof, will not violate any Requirement of Law
or material Contractual Obligation of Holdings, the Company or of any of
its Subsidiaries and will not result in, or require, the creation or
imposition of any Lien on any of their respective properties or revenues
pursuant to any such Requirement of Law or Contractual Obligation (other
than the Liens created by the Security Documents).

The consummation of the Triangle Acquisition will not violate any
material Requirement of Law.

4.6 No Material Litigation. No litigation, investigation or
proceeding of or before any arbitrator or Governmental Authority is
pending or, to the knowledge of Holdings or the Company, threatened by or
against Holdings, the Company or any of its Subsidiaries or against any of
their respective properties or revenues (a) with respect to this Agreement
or any other Loan Document, the Loans or the use of the proceeds thereof,
any Letter of Credit, or any Lien contemplated by the Loan Documents or
(b) which has a reasonable possibility of an adverse determination and, if
adversely determined, (i) would affect the legality, validity or
enforceability of any Loan Document or (ii) would have a Material Adverse
Effect.

4.7 No Default. Neither Holdings, the Company nor any of its
Subsidiaries is in default or has received any notice of 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.

4.8 Ownership of Property; Liens. Set forth on Schedule 4.8 is a
complete and accurate list of all real property owned by any Loan Party or
any of its Subsidiaries as of the Effective Date, showing as of the
Effective Date the street address, county or other jurisdiction and state
thereof. Also set forth on Schedule 4.8 is a complete and accurate list
of all leases of real property under which any Loan Party or any of its

Subsidiaries is the lessee, showing as of the Effective Date the street
address, county or other relevant jurisdiction, state, lessor, lessee and
expiration date. Each such lease is the legal, valid and binding
obligation of the lessor thereof, enforceable in accordance with its
terms, except as could not reasonably be expected to have a Material
Adverse Effect. Each of Holdings, the Company and each of its
Subsidiaries has good record and marketable (subject to Liens expressly
permitted by Section 7.3) title in fee simple to, or a valid leasehold
interest in, all its real property, and good title to all its other
property, and none of such property is subject to any Lien except as
expressly permitted by Section 7.3.

4.9 Intellectual Property. Set forth on Schedule 4.9 is a
complete and accurate list of all patents, trademarks, trade names,
service marks and copyrights, and all applications therefor and licenses
thereof, of any Loan Party or any of its Subsidiaries as of the Effective
Date, showing as of the Effective Date the jurisdiction in which
registered, the registration number, the date of registration and the
expiration date. Each of Holdings, the Company and each of its
Subsidiaries owns, or is licensed to use, all trademarks, trade names,
service marks, copyrights, technology, know-how and processes necessary
for the conduct of its business as currently conducted (the "Intellectual
Property") except for those the failure to own or license which could not
reasonably be expected to have a Material Adverse Effect. No claim has
been asserted and is pending by any Person challenging or questioning the
use of any such Intellectual Property or the validity or effectiveness of
any such Intellectual Property, nor does Holdings or the Company know of
any valid basis for any such claim, the use of such Intellectual Property
by Holdings, the Company and its Subsidiaries does not infringe on the
rights of any Person, and, to the knowledge of Holdings and the Company,
no Intellectual Property has been infringed, misappropriated or diluted by
any other Person, except for such claims, infringements, misappropriations
and dilutions that, in the aggregate, could not reasonably be expected to
have a Material Adverse Effect.

4.10 No Burdensome Restrictions. No Requirement of Law or
Contractual Obligation applicable to Holdings, the Company or any of its
Subsidiaries could reasonably be expected to have a Material Adverse
Effect.

4.11 Taxes. Each of Holdings, the Company and its Subsidiaries has
filed or caused to be filed all tax returns which are required to be filed
and has paid all taxes shown to be due and payable on said returns or on
any assessments made against it or any of its property and all other
taxes, fees or other charges imposed on it or any of its property by any
Governmental Authority (other than any 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 Holdings, the Company or its Subsidiaries, as the case may
be, and the non-payment of which does not have a reasonable likelihood of
having a Material Adverse Effect); no tax Lien has been filed with respect
to any material tax liability on the part of Holdings, the Company or any
of its Subsidiaries; and, to the knowledge of Holdings or the Company, no
proposed material tax assessment is pending against Holdings, the Company
or any of its Subsidiaries and all potential tax liabilities are
adequately provided for on the books of Holdings, the Company or its
Subsidiaries, as the case may be.

4.12 Federal Regulations. No part of the proceeds of any Loans or
Letters of Credit will be used for "purchasing" or "carrying" any "margin
stock" within the respective meanings of each of the quoted terms under
Regulation G, T, U or X of the Board 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 Lender or the
Administrative Agent, the Company will furnish to the Administrative Agent
and each Lender a statement to the foregoing effect in conformity with the
requirements of the appropriate FR Form referred to in said Regulation G,
T, U or X.

4.13 Labor Matters. There are no strikes or other labor disputes
against Holdings, the Company or any of its Subsidiaries pending or, to
the knowledge of Holdings or the Company, threatened that (individually or
in the aggregate) could reasonably be expected to have a Material Adverse
Effect. Hours worked by and payment made to employees of Holdings, the
Company and its Subsidiaries have not been in violation of the Fair Labor
Standards Act or any other applicable Requirement of Law dealing with such
matters that (individually or in the aggregate) could reasonably be
expected to have a Material Adverse Effect. All payments due from
Holdings, the Company or any of its Subsidiaries on account of employee
health and welfare insurance that (individually or in the aggregate) could
reasonably be expected to have a Material Adverse Effect if not paid have
been paid or accrued as a liability on the books of Holdings, the Company
or such Subsidiary.

4.14 ERISA. No Reportable Event has occurred since March 1, 1990
with respect to any Plan which, if then terminated, has had or could
reasonably be expected to have a Material Adverse Effect, and each Plan
has complied in all respects with the applicable provisions of ERISA and
the Code except where such failure to comply could not reasonably be
expected to have a Material Adverse Effect. The actuarial present value
of all accrued benefits under each Single Employer Plan maintained by the
Company or any Commonly Controlled Entity (based on those assumptions used
to fund the 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. Neither the Company nor any Commonly
Controlled Entity has had or could reasonably be expected to have a
complete or partial withdrawal from any Multiemployer Plan, and neither
the Company nor any Commonly Controlled Entity would become subject to any
liability under ERISA if the Company 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 where such withdrawal or liability
could reasonably be expected to have a Material Adverse Effect. No such
Multiemployer Plan is in a Reorganization or an Insolvency where the
effect of such Reorganization or Insolvency could reasonably be expected
to have a Material Adverse Effect.

4.15 Investment Company Act; Other Regulations. No Loan Party is
an "investment company", or a company "controlled" by an "investment
company" (other than one which is exempt from the provisions of the
Investment Company Act of 1940, as amended), within the meaning of the
Investment Company Act of 1940, as amended. No Loan Party is subject to
regulation under any federal or state statute or regulation which limits
its ability to incur Indebtedness.

4.16 Subsidiaries. The Subsidiaries of Holdings listed on Schedule
4.16 constitute all the Subsidiaries of Holdings on the Effective Date.

4.17 Purpose of Loans. The proceeds of the Loans will be used for
the purposes identified in the second Preliminary Statement.

4.18 Environmental Matters. (a) The Mortgaged Properties do not
contain any Hazardous Materials in amounts or concentrations which (i)
constitute or constituted a violation of, or (ii) could reasonably be
expected to give rise to liability under, Environmental Laws, except to
the extent that such violations and liabilities, in the aggregate, could
not reasonably be expected to have a Material Adverse Effect.

(b) (i) The Mortgaged Properties and all operations at the
Mortgaged Properties are in compliance in all respects and in the last
three years have been in compliance in all respects with all Environmental
Laws, and (ii) there is no contamination at or under the Mortgaged
Properties, or violation of any Environmental Law with respect to the
Mortgaged Properties or the business of Holdings, the Company or any of
its Subsidiaries, except to the extent that any instance of non-compliance
referred to in clause (i) above or any instance of contamination or
violation referred to in clause (ii) above, in the aggregate, could not
reasonably be expected to have a Material Adverse Effect.

(c) Neither Holdings, the Company nor any of its Subsidiaries has
received any notice of violation, alleged violation, non-compliance,
liability or potential liability regarding environmental matters or
compliance with Environmental Laws with regard to the Mortgaged Properties
or the business of Holdings, the Company or any of its Subsidiaries or
with regard to any Person or entity whose liabilities for environmental
matters Holdings, the Company or any of its Subsidiaries has retained or
assumed, in whole or in part, contractually, by operation of law or
otherwise, which, in the aggregate, could reasonably be expected to have a
Material Adverse Effect, nor does Holdings or the Company have knowledge
or reason to believe that any such notice will be received or is being
threatened.

(d) Hazardous Materials have not been transported or disposed of
from the Mortgaged Properties, nor have Hazardous Materials been
generated, treated, stored or disposed of at, on or under any of the
Mortgaged Properties in violation of any Environmental Law or in a manner
that could reasonably give rise to liability under any Environmental Law,
nor do Holdings, the Company or any of its Subsidiaries reasonably believe
that they have retained or assumed any liability, contractually, by
operation of law or otherwise, with respect to the generation, treatment,
storage or disposal of Hazardous Materials, except to the extent that the
foregoing, in the aggregate, could not reasonably be expected to have a
Material Adverse Effect.

(e) (i) No material judicial proceedings or governmental or
administrative action is pending, or, to the knowledge of Holdings or the
Company, threatened, under any Environmental Law to which Holdings, the
Company or any of its Subsidiaries is or will be named a party with
respect to (x) the Mortgaged Properties, (y) the business of Holdings, the
Company or any of its Subsidiaries or (z) any liabilities pursuant to
Environmental Laws reasonably believed by Holdings, the Company or any of
its Subsidiaries to be retained or assumed by Holdings, the Company or any

of its Subsidiaries, contractually, by operation of law or otherwise, and
(ii) there are no material consent decrees or other decrees, consent
orders, administrative orders or other orders, or other administrative or
judicial requirements outstanding under any Environmental Law with respect
to (x) the Mortgaged Properties, (y) the business of Holdings, the Company
or any of its Subsidiaries or (z) any liabilities pursuant to
Environmental Laws reasonably believed by Holdings, the Company or any of
its Subsidiaries to be retained or assumed by Holdings, the Company or any
of its Subsidiaries, contractually, by operation of law or otherwise.

(f) There has been no Release or threat of Release of Hazardous
Materials at or from the Mortgaged Properties, or arising from or in
connection with the Mortgaged Properties or otherwise in connection with
the business of Holdings, the Company or its Subsidiaries in violation of
any Environmental Law in a manner that, in the aggregate, could reasonably
be expected to have a Material Adverse Effect.

(g) Each of the representations and warranties set forth in
paragraphs (a) through (f) above is true and correct with respect to each
parcel of real property owned or operated by Holdings, the Company or any
of its Subsidiaries (other than the Mortgaged Properties).

4.19 Accuracy of Information. No factual statement or information
contained in this Agreement, any other Loan Document, the Confidential
Information Memorandum (as the same may have been supplemented prior to
the Effective Date) or any other document, certificate or written
statement furnished to the Administrative Agent or the Lenders or any of
them, by or on behalf of any Loan Party for use in connection with the
transactions contemplated by this Agreement or the other Loan Documents
(including, without limitation, any financial information furnished
pursuant to Section 6.1), other than trade data contained in the
Confidential Information Memorandum which relates to any Person which is
not a Loan Party or an Affiliate thereof, contained as of the date such
statement, information, document or certificate was so furnished (or, in
the case of the Confidential Information Memorandum, as of the Effective
Date) any untrue statement of a material fact or omitted to state a
material fact necessary in order to make the statements contained herein
or therein not misleading. The projections and pro forma financial
information contained in the materials referenced above are based upon
good faith estimates and assumptions believed by management of the Company
to be reasonable at the time made, it being recognized by the Lenders that
such financial information as it relates to future events is not to be
viewed as fact and that actual results during the period or periods
covered by such financial information may differ from the projected
results set forth therein. There is no fact known to any Loan Party that
could reasonably be expected to have a Material Adverse Effect that has
not been expressly disclosed herein, in the other Loan Documents, in the
Confidential Information Memorandum or in such other documents,
certificates and statements furnished to the Administrative Agent and the
Lenders for use in connection with the transactions contemplated hereby
and by the other Loan Documents.

4.20 Security Documents. (a) Each of the Pledge Agreements is
effective to create in favor of the Administrative Agent, for the benefit
of the Lenders, a legal, valid and enforceable security interest in the
Pledged Securities described therein and proceeds thereof and, when the
Pledged Notes described therein and stock certificates representing the

Pledged Stock described therein are delivered to the Administrative Agent,
each such Pledge Agreement shall constitute a fully perfected first
priority Lien on, and security interest in, all right, title and interest
of the relevant Loan Party in such Pledged Securities and the proceeds
thereof, in each case (except as may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors' rights generally) prior and superior in right to
any other Person.

(b) Each of the Security Agreements is effective to create in favor
of the Administrative Agent, for the benefit of the Lenders, a legal,
valid and enforceable security interest in the Collateral described
therein and proceeds thereof; when financing statements in appropriate
form are filed in the offices specified on Schedule 4.20(b), each such
Security Agreement constitutes a fully perfected Lien on, and security
interest in, all right, title and interest of the Loan Parties in such
Collateral and, to the extent provided therein, the proceeds thereof, in
each case (except as may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally) prior and superior in right to any other
Person, other than with respect to Liens expressly permitted by Section
7.3.

(c) Each of the Mortgages is effective to create in favor of the
Administrative Agent, for the benefit of the Lenders, a legal, valid and
enforceable Lien on the Mortgaged Properties described therein and, to the
extent provided therein, the proceeds thereof; when recorded in the
offices specified on Schedule 4.20(c), each such Mortgage shall constitute
a fully perfected Lien on, and security interest in, all right, title and
interest of the Loan Parties in the Mortgaged Properties and, to the
extent provided therein, the proceeds thereof, in each case (except as may
be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the enforcement of creditors' rights
generally) prior and superior in right to any other Person, other than
with respect to Liens expressly permitted by Section 7.3.

4.21 Solvency. Each Loan Party is, and after giving effect to the
incurrence or assumption of all Indebtedness and obligations being
incurred or assumed in connection herewith will be and will continue to
be, Solvent.

4.22 Insurance. Holdings, the Company and each of its Subsidiaries
maintain with financially sound and reputable insurance companies
insurance on all its properties 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 usually insured against in the
same general area by companies engaged in the same or a similar business.

4.23 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, except for the real property located in Jonesboro,
Indiana, on which the Company maintains flood insurance.

SECTION 5. CONDITIONS PRECEDENT

5.1 Conditions to Effectiveness. The effectiveness of this
Agreement is subject to the satisfaction of the following conditions
precedent on or prior to the Effective Date:

(a) Agreement. The Administrative Agent shall have received
this Agreement, duly executed and delivered by a duly authorized
officer of Holdings and the Company, with a counterpart for each
Lender.

(b) Financial Statements. The Administrative Agent and each
Lender shall have received copies of (i) each of the financial
statements referred to in Section 4.1 and (ii) audited financial
statements of Triangle for the fiscal years ended December 31, 1994
and December 31, 1995 and unaudited financial statements of Triangle
for the fiscal quarter ended June 30, 1996.

(c) Existing Credit Agreement. (i) Any outstanding "Loans"
(as defined in the Existing Credit Agreement) shall have been
refunded with the proceeds of the Loans hereunder and all other
Indebtedness and other amounts (to the extent invoiced prior to the
Effective Date) owing by the Company or any other Loan Party under
the Existing Credit Agreement and any instrument or document
delivered in connection therewith shall have been paid in full and
(ii) to the extent requested by the Administrative Agent, the
Administrative Agent shall have received appropriately executed
termination statements and releases, in proper form for filing in
the relevant jurisdictions, in respect of the security interests
granted pursuant to the "Loan Documents" under and as defined in the
Existing Credit Agreement. Without affecting any terms of the
Existing Credit Agreement or the other "Loan Documents" under and as
defined in the Existing Credit Agreement which expressly survive the
termination thereof, each of the Administrative Agent and each
Lender party to the Existing Credit Agreement hereby waives any
requirement of advance notice of commitment termination contained in
the Existing Credit Agreement and each of Holdings, the Company, the
Administrative Agent and each Lender hereby agrees that the Existing
Credit Agreement and the commitments thereunder, together with the
"Loan Documents" under and as defined in the Existing Credit
Agreement and all Liens and other security interests created
thereby, shall terminate simultaneously with the satisfaction of the
conditions to effectiveness set forth in this Section 5.1.

(d) Triangle Acquisition. The Triangle Acquisition shall
have been consummated pursuant to a structure and terms (including
without limitation those set forth in an asset purchase agreement
and other related documentation (the "Triangle Acquisition
Documents") reasonably satisfactory to the Administrative Agent; and
the Triangle Acquisition Documents shall in each case not have been
waived (except in respect of any survey requirements in connection
with the Triangle Acquisition), amended, supplemented or otherwise
modified in any material respect unless otherwise agreed to by the
Required Lenders.

(e) Closing Certificates. The Administrative Agent shall
have received a Closing Certificate of each Loan Party,
substantially in the form of Exhibit H, with appropriate insertions

and attachments (which attachments shall be in form and substance
reasonably satisfactory to the Administrative Agent).

(f) Payment of Fees. The Administrative Agent shall have
received the fees to be received on the Effective Date referred to
in Section 2.4(b), and the Administrative Agent shall have been
reimbursed for all syndication, legal and other fees, costs and
expenses of the kind described in Section 11.5 to the extent
invoiced on or prior to the Effective Date.

(g) Legal Opinions. The Administrative Agent shall have
received, with a counterpart for each Lender, the following executed
legal opinions:

(i) the executed legal opinion of Cravath,
Swaine & Xxxxx, counsel to Holdings, substantially
in the form of Exhibit G-1;

(ii) the executed legal opinion of the general counsel
of the Company, substantially in the form of Exhibit G-2; and

(iii) the executed legal opinion of each local counsel
listed on Schedule 5.1(g), substantially in the form of
Exhibit G-3.

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

(h) Subsidiary Guarantee. The Administrative Agent shall
have received the Subsidiary Guarantee, duly executed and delivered
by a duly authorized officer of each Subsidiary Guarantor.

(i) Pledge Agreements; Pledged Stock; Intercompany Notes.
The Administrative Agent shall have received (i) each Pledge
Agreement, duly executed and delivered by a duly authorized officer
of the pledgor or pledgors named therein, (ii) (x) stock
certificates representing the Pledged Stock pledged pursuant to each
such Pledge Agreement, together with undated stock powers endorsed
in blank for each stock certificate representing such Pledged Stock,
(y) Intercompany Notes issued by each Loan Party to each other Loan
Party, duly executed and delivered by the issuer thereof and
endorsed in blank by the payee thereof and (z) any other documents
or notifications required by such Pledge Agreement, and (iii) an
acknowledgement and consent executed by each of the Issuers referred
to in each such Pledge Agreement.

(j) Security Agreements. The Administrative Agent shall have
received each of the Security Agreements, duly executed and
delivered by a duly authorized officer of the grantor or grantors
named therein.

(k) Mortgages. The Administrative Agent shall have received
each Mortgage, duly executed and delivered by a duly authorized
officer of the relevant Loan Party.

(l) Title Insurance Policies. The Administrative Agent shall
have received in respect of each parcel of Mortgaged Property
specified by the Administrative Agent, a mortgagee's title insurance
policy or marked up unconditional binder for such insurance dated
the Effective Date. Such policy shall (i) be in an amount
satisfactory to the Administrative Agent, (ii) insure that each
Mortgage creates a valid first mortgage lien on the Mortgaged
Property described therein free and clear of all defects and
encumbrances, except as otherwise specified therein and acceptable
to the Administrative Agent and except as otherwise expressly
permitted by Section 7.3, (iii) name the Administrative Agent, for
the benefit of the Lenders, as the insured thereunder, (iv) be in
the form of ALTA Loan Policy - 1990, if available, (v) contain such
endorsements and affirmative coverage as the Administrative Agent
may reasonably request and (vi) be issued by First American Title
Insurance Company or such other title company as shall be
satisfactory to the Administrative Agent. The Administrative Agent
shall also have received evidence satisfactory to it that all
premiums in respect of each such policy have been paid or will be
paid with proceeds of the initial extension of credit.

(m) Lien Searches. The Administrative Agent shall have
received satisfactory results of a recent search by a Person
acceptable to it of Uniform Commercial Code filings which may have
been filed with respect to any Loan Party in those jurisdictions
listed on Schedule 4.20(b), to the extent relating to assets
acquired in connection with the Triangle Acquisition, specified by
the Administrative Agent.

(n) Filings, Registrations and Recordings. Each document
(including, without limitation, any Uniform Commercial Code
financing statement) required by the Security Documents or under law
or reasonably requested by the Administrative Agent to be filed,
registered or recorded in order to create in favor of the
Administrative Agent, for the benefit of the Lenders, a perfected
Lien on the Collateral described therein, prior and superior in
right to any other Person (other than with respect to Liens
expressly permitted by Section 7.3), shall be in proper form for
filing, registration or recordation in each jurisdiction in which
the filing, registration or recordation thereof is so required or
requested.

(o) Certificates. The Administrative Agent shall have
received (i) a Borrowing Base Certificate, dated the Effective Date
and setting forth a calculation of the Borrowing Base as of
September 30, 1996, showing that the Modified Aggregate Outstanding
Extensions of Credit outstanding on the Effective Date (after giving
effect to the making of any extensions of credit on the Effective
Date), shall not exceed the Borrowing Base as set forth in such
Certificate and (ii) a Senior Note Indenture Revolving Credit
Incurrence Limit Certificate, dated the Effective Date and setting
forth a calculation of the Senior Note Indenture Revolving Credit
Incurrence Limit as of September 30, 1996, showing that the sum of
(x) the aggregate L/C Obligations then outstanding and (y) the
aggregate principal amount of Specified Basket Debt then outstanding
(after giving effect to the making of any extensions of credit on

the Effective Date), shall not exceed the Senior Note Indenture
Revolving Credit Incurrence Limit as set forth in such Certificate.

(p) Insurance. The Administrative Agent shall have received
evidence satisfactory to it as to the adequacy of the insurance
program of the Loan Parties and that each Loan Party has obtained
the insurance coverage required by the Security Documents, including
appropriate evidence showing the Administrative Agent, for the
benefit of the Lenders, as an additional named insured or loss
payee.

(q) Environmental Report. The Administrative Agent shall
have received (i) copies of the existing Phase I environmental
assessments with respect to each property acquired pursuant to the
Triangle Acquisition (the properties located in Florence, Alabama;
Glendale, Arizona; Sikeston, Missouri; and Pawtucket, Rhode Island)
and (ii) copies of the existing Phase II environmental audits with
respect to the Pawtucket, Rhode Island and Sikeston, Missouri
facilities acquired pursuant to the Triangle Acquisition.

(r) Bank of Montreal Credit Facility. The Administrative
Agent shall have received satisfactory evidence that the terms of
the Bank of Montreal Credit Facility have been, or shall promptly
after the Effective Date be, conformed to the terms of this
Agreement.

5.2 Conditions to Each Extension of Credit. The agreement of each
Lender to make any Loan or to issue any Letter of Credit requested to be
made or issued by it on any date is subject to the satisfaction of the
following conditions precedent:

(a) Representations and Warranties. Each of the
representations and warranties made by the Company and the other
Loan Parties in or pursuant to the Loan Documents shall be true and
correct on and as of such date as if made on and as of such 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 extension of credit requested to be made on such date.

(c) Credit Limitations. After giving effect to such
extension of credit, (i) the Aggregate Outstanding Extensions of
Credit shall not exceed the aggregate Revolving Credit Commitments
in effect on such date, (ii) the Outstanding Revolving Extensions of
Credit of each Lender shall not exceed such Lender's Revolving
Credit Commitment in effect on such date and (iii) no prepayment
shall be required to be made pursuant to Section 2.8.

Each borrowing by and issuance of a Letter of Credit on behalf of the
Company hereunder shall constitute a representation and warranty by the
Company as of the date of such extension of credit that the conditions
contained in this Section 5.2 have been satisfied.

SECTION 6. AFFIRMATIVE COVENANTS

Holdings and the Company hereby jointly and severally agree that, so
long as the Revolving Credit Commitments remain in effect, any Loan or

Letter of Credit remains outstanding and unpaid or any other amount is
owing to any Lender or the Administrative Agent hereunder, Holdings and
the Company shall, and shall cause each of their respective Subsidiaries
to, unless the Required Lenders shall otherwise consent in writing:

6.1 Financial Statements. In the case of Holdings and the
Company, furnish to each Lender:

(a) as soon as available, but in any event within 90 days
after the end of each fiscal year of Holdings or the Company, as the
case may be, a copy of the consolidated balance sheet of Holdings
and its consolidated Subsidiaries and of the Company and its
consolidated Subsidiaries as at the end of such year and the related
consolidated statements of income and stockholders' equity and cash
flows for such year, setting forth in each case in comparative form
the figures for the previous year, reported on by Ernst & Young or
other independent certified public accountants acceptable to the
Required Lenders (which report shall not be qualified in any
material respect); and

(b) as soon as available, but in any event not later than 45
days after the end of each of the first three quarterly periods of
each fiscal year of Holdings or the Company, as the case may be, the
unaudited consolidated balance sheet of Holdings and its
consolidated Subsidiaries and of the Company and its consolidated
Subsidiaries as at the end of such quarter and the related unaudited
consolidated statements of income and stockholders' equity and cash
flows for such quarter and the portion of the fiscal year through
the end of such quarter, setting forth in each case in comparative
form the figures for the previous year, certified by a Responsible
Officer of Holdings or the Company, as applicable, as fairly
presenting the financial condition and results of operations of
Holdings or the Company, as the case may be, on a consolidated basis
in accordance with GAAP (subject to normal year-end audit
adjustments);

all such financial statements to be complete and correct in all material
respects and to 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). It is understood that the
obligation to deliver any items described above which are contained in
Holdings' Form 10-K, as filed with the Securities and Exchange Commission
(in the case of Section 6.1(a)) or Holdings' Form 10-Q, as filed with the
Securities and Exchange Commission (in the case of Section 6.1(b)), may be
satisfied by delivery of such Form 10-K or Form 10-Q, as the case may be.

6.2 Certificates; Other Information. In the case of the Company,
or, if applicable, Holdings, furnish to each Lender:

(a) concurrently with the delivery of the financial
statements referred to in Section 6.1(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, except
as specified in such certificate and (ii) copies of any management

letters when delivered to Holdings or the Company in connection with
such examination;

(b) concurrently with the delivery of the financial
statements referred to in Sections 6.1(a) and 6.1(b), (i) a
certificate of a Responsible Officer of each of Holdings and the
Company stating that, to the best of each such Responsible Officer's
knowledge, each Loan Party during such period has observed or
performed all of its covenants and other agreements, and satisfied
every condition, contained in this Agreement and in the other Loan
Documents to be observed, performed or satisfied by it, and that
such Responsible Officer has obtained no knowledge of any Default or
Event of Default except as specified in such certificate and (ii) a
Compliance Certificate containing all information necessary for
determining compliance by Holdings, the Company and its Subsidiaries
with the provisions of this Agreement referred to therein as of the
last day of the fiscal quarter or fiscal year of Holdings or the
Company, as the case may be;

(c) by December 31 of each year, a copy of the projections by
Holdings and the Company of the operating budget and cash flow
budget and revenues of Holdings, the Company and its Subsidiaries
for the next succeeding fiscal year in form and substance reasonably
satisfactory to the Administrative Agent, setting forth in
reasonable detail the basis for all projections contained therein,
such projections to be accompanied by a certificate of a Responsible
Officer of each of Holdings and the Company to the effect that such
projections have been prepared in good faith using assumptions
believed by management to be reasonable and that such Responsible
Officer has no reason to believe they are misleading in any material
respect;

(d) within five days after the same are sent, copies of all
financial statements and reports which Holdings or the Company sends
to holders of any issue of its equity securities or debt securities
generally, and within five days after the same are filed, copies of
all financial statements and reports which Holdings or the Company
may make to, or file with, the Securities and Exchange Commission or
any successor or analogous Governmental Authority or any national
securities exchange;

(e) as soon as practicable, but in no event later than 20
days after the end of each month, (i) a Borrowing Base Certificate,
certifying in reasonable detail the Borrowing Base as of the last
day of such month and (ii) a Senior Note Indenture Revolving Credit
Incurrence Limit Certificate, certifying in reasonable detail the
Senior Note Indenture Revolving Credit Incurrence Limit as of the
last day of such month, which certificates shall be complete and
correct as of the date thereof;

(f) within five days after the same are received, copies of
any notices received by Holdings or the Company from any holder of
the Senior Notes;

(g) within five days after the Company or any of its
Subsidiaries enters into a joint venture, notice thereof accompanied

by a description in reasonable detail of the business in which such
joint venture is engaged; and

(h) promptly, such additional financial and other information
as any Lender may from time to time reasonably request through the
Administrative Agent.

6.3 Payment of Obligations. (a) Pay, discharge, perform, comply
with or otherwise satisfy at or before maturity or before they become
delinquent, as the case may be, all its obligations of whatever nature,
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 Holdings, the
Company or its Subsidiaries, as the case may be; (b) comply in all
material respects with all applicable Requirements of Law, except where
such Requirement of Law is being contested in good faith, a bona fide
dispute exists with respect thereto and the failure to comply therewith
has no reasonable likelihood of having a Material Adverse Effect; and (c)
comply with all applicable Contractual Obligations, except where the
failure to comply therewith has no reasonable likelihood of having a
Material Adverse Effect.

6.4 Conduct of Business and Maintenance of Existence. Continue to
engage in business of the same general type as now conducted by it and
preserve, renew and keep in full force and effect its corporate existence
and take all reasonable action to maintain all rights, privileges,
licenses and franchises necessary or desirable in the normal conduct of
its business except as otherwise expressly permitted pursuant to Section
7.5.

6.5 Maintenance of Property; Insurance. Keep all property useful
and necessary in its business in good working order and condition;
preserve all of its registered trademarks, trade names and service marks,
the non-preservation of which has a reasonable likelihood of having a
Material Adverse Effect; 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 usually
insured against in the same general area by companies engaged in the same
or a similar business; and furnish to each Lender, upon written request,
full information as to the insurance carried.

6.6 Inspection of Property; Books and Records; Discussions. Keep
proper books of record and account in which complete 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
permit representatives of the Administrative Agent (and, if an Event of
Default shall have occurred and be continuing, any Lender) to visit and
inspect any of its properties and examine and make copies of or abstracts
from any of its books and records at any reasonable time and as often as
may reasonably be desired (including examinations of the Accounts and
Inventory by representatives of the Administrative Agent (and, if an Event
of Default shall have occurred and be continuing, any Lender)) and to
discuss the business, operations, properties and financial and other
condition of Holdings, the Company and its Subsidiaries with officers and
employees of Holdings, the Company and its Subsidiaries and with the
independent certified public accountants of Holdings or the Company.

6.7 Notices. In the case of the Company or, if applicable,
Holdings, 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 Holdings, the Company or any of its Subsidiaries, (ii)
dispute between Holdings, the Company or any of its Subsidiaries and
any Governmental Authority or (iii) litigation, investigation or
proceeding which may exist at any time between Holdings, the
Company or any of its Subsidiaries and any Governmental Authority,
which in each case, if not cured or resolved or if adversely
determined, as the case may be, could reasonably be expected to have
a Material Adverse Effect;

(c) any litigation or proceeding (and any material
development in respect thereof) affecting Holdings, the Company or
any of its Subsidiaries in which (i) the amount involved is
$3,000,000 or more (or its equivalent in another currency or
currencies) and not covered by insurance as to which the relevant
insurance company has not disputed coverage or (ii) injunctive or
similar relief is sought;

(d) the following events, as soon as possible and in any
event within 30 days after Holdings or the Company knows or has
reason to know thereof: (i) the occurrence or expected occurrence of
any Reportable Event with respect to any 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
Company or any Commonly Controlled Entity or any Multiemployer Plan
with respect to the withdrawal from, or the termination,
Reorganization or Insolvency of, any Plan; provided that notice
under this Section 6.7(d) will only be required if, individually or
in the aggregate, the amount of the liability of the Loan Parties
which could reasonably be expected would equal or exceed $3,000,000;

(e) any event or condition which, on any day, to the
knowledge of the Company, has caused the Borrowing Base to change
since the date of the most recent Borrowing Base Certificate
delivered pursuant to Section 6.2(e) if as a result of such change
the Aggregate Outstanding Extensions of Credit exceed the Borrowing
Base determined as of such day; and

(f) a development or event which has had or could reasonably
be expected to have a Material Adverse Effect.

Each notice pursuant to this Section shall be accompanied by a statement
of a Responsible Officer setting forth details of the occurrence referred
to therein and stating what action Holdings or the Company, as the case
may be, proposes to take with respect thereto.

6.8 Environmental Laws.

(a) Comply with, and use its best efforts to insure
compliance by all tenants and subtenants, if any, with, all

Environmental Laws and obtain and comply in all material respects
with and maintain, and use its best efforts to insure that all
tenants and subtenants obtain and comply with and maintain, any and
all licenses, approvals, registrations or permits required by
Environmental Laws, except to the extent that failure to do so would
not have any reasonable likelihood of having a Material Adverse
Effect;

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

(c) Without limiting the generality of the provisions of
Section 6.7, notify the Administrative Agent and each Lender of any
of the following which is reasonably likely to have a Material
Adverse Effect:

(i) any Environmental Claim which Holdings, the Company
or any of its Subsidiaries receives, including one to take or
pay for any remedial, removal, response or clean-up or other
action with respect to any Hazardous Materials contained on
any property presently or formerly owned or leased by
Holdings, the Company or any of its Subsidiaries;

(ii) any notice of any alleged violation of or
knowledge by Holdings, the Company or any of its Subsidiaries
of a condition which might reasonably result in a violation of
any law or regulation involving environmental, health or
safety matters; and

(iii) any commencement or threatened commencement of any
judicial or administrative proceeding or investigation
alleging a violation or potential violation of any requirement
of Environmental Law; and

(d) Defend, indemnify and hold harmless the Administrative
Agent and the Lenders, and their respective parents, subsidiaries,
affiliates, employees, agents, officers and directors, from and
against any and all claims, demands, penalties, fines, liabilities,
settlements, damages, costs and expenses of whatever kind or nature
known or unknown, contingent or otherwise, arising out of, or in any
way relating to, the violation of, noncompliance with or liability
under any Environmental Laws applicable to the operations of
Holdings, the Company or any of its Subsidiaries or to the Mortgaged
Properties, or any orders, requirements or demands of Governmental
Authorities related thereto, including, without limitation,
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 are found by a final and
nonappealable decision of a court of competent jurisdiction to have
resulted primarily from the gross negligence or willful misconduct

of the party seeking indemnification therefor. Notwithstanding
anything to the contrary in this Agreement, this indemnity shall
continue in full force and effect regardless of the termination of
this Agreement.

6.9 Interest Rate Protection. In the case of the Company, effect
interest rate hedging arrangements reasonably satisfactory to the
Administrative Agent in respect of the Company's floating rate
Indebtedness.

6.10 Additional Collateral. (a) With respect to any assets
acquired after the Effective Date by any Loan Party (other than any assets
described in paragraph (b) or (c) below) as to which the Administrative
Agent, for the benefit of the Lenders, does not have a perfected Lien (i)
execute and deliver to the Administrative Agent such amendments to this
Agreement or the relevant Security Agreement or such other documents as
the Administrative Agent or the Required Lenders deem necessary or
advisable in order to grant to the Administrative Agent, for the benefit
of the Lenders, a security interest in such assets, and (ii) take all
actions necessary or advisable to grant to the Administrative Agent, for
the benefit of the Lenders, a perfected first priority (subject to Liens
expressly permitted by Section 7.3) security interest in such assets,
including without limitation, the filing of Uniform Commercial Code
financing statements in such jurisdictions as may be required by the
appropriate Security Agreement or by law or as may be requested by the
Administrative Agent.

(b) With respect to any fee or leasehold interest in any real
estate having a value (together with improvements thereof) of at least
$2,500,000 acquired after the Effective Date by the Company or any of its
Subsidiaries, (i) execute a first priority mortgage or deed of trust, as
the case may be (subordinate only to such mortgages or deeds of trust as
are necessary to permit the Company or such Subsidiary to purchase such
real estate and any other Liens expressly permitted by Section 7.3), in
favor of the Administrative Agent, for the benefit of the Lenders,
covering such real estate, in form and substance reasonably satisfactory
to the Administrative Agent, (ii) provide the Lenders with title and
extended coverage insurance covering such real estate in an amount equal
to the purchase price of such real estate as well as a current ALTA survey
thereof, together with a surveyor's certificate in form and substance
reasonably satisfactory to the Administrative Agent and (iii) if requested
by the Administrative Agent, deliver to the Administrative Agent legal
opinions relating to the matters described in the preceding clauses (i)
and (ii), which opinions shall be in form and substance, and from counsel,
reasonably satisfactory to the Administrative Agent.

(c) With respect to any new Subsidiary (other than a Foreign
Subsidiary) created or acquired after the Effective Date by Holdings, the
Company or any of its Subsidiaries, (i) execute and deliver to the
Administrative Agent such amendments to the relevant Pledge Agreement as
the Administrative Agent or the Required Lenders deem necessary or
advisable in order to grant to the Administrative Agent, for the benefit
of the Lenders, a perfected first priority security interest in the
Capital Stock of such new Subsidiary which is owned by Holdings, the
Company or any of its Subsidiaries, (ii) deliver to the Administrative
Agent the certificates representing such Capital Stock, together with
undated stock powers, in blank, executed and delivered by a duly

authorized officer of the Company or such Subsidiary, as the case may be,
(iii) cause such new Subsidiary (A) to become a party to the Subsidiary
Guarantee, the Subsidiary Pledge Agreement and the Subsidiary Security
Agreement, (B) to take such actions necessary or advisable to grant to the
Administrative Agent for the benefit of the Lenders a perfected first
priority (subject to Liens expressly permitted by Section 7.3) security
interest in the Collateral described in the Subsidiary Security Agreement
with respect to such new Subsidiary, including, without limitation, the
filing of Uniform Commercial Code financing statements in such
jurisdictions as may be required by the Subsidiary Security Agreement or
by law or as may be requested by the Administrative Agent, and (C) to
issue Intercompany Notes to each Loan Party (which in turn shall be
endorsed in blank and pledged by the relevant Loan Party to the
Administrative Agent for the benefit of the Lenders pursuant to the
relevant Pledge Agreement), (iv) in the case of the Company and each
existing Subsidiary, issue Intercompany Notes to such new Subsidiary
(which in turn shall be endorsed in blank and pledged by such new
Subsidiary to the Administrative Agent for the benefit of the Lenders
pursuant to the Subsidiary Pledge Agreement), and (v) if requested by the
Administrative Agent, deliver to the Administrative Agent legal opinions
relating to the matters described in the preceding clauses (i), (ii),
(iii) and (iv), which opinions shall be in form and substance, and from
counsel, reasonably satisfactory to the Administrative Agent.

(d) With respect to any Foreign Subsidiary created or acquired
after the Effective Date by Holdings, the Company or any of its
Subsidiaries, (i) execute and deliver to the Administrative Agent such
amendments to the relevant Pledge Agreement as the Administrative Agent or
the Required Lenders deem necessary or advisable in order to grant to the
Administrative Agent, for the benefit of the Lenders, a perfected first
priority security interest in the Capital Stock of such new Subsidiary
which is owned by Holdings, the Company or any of its Subsidiaries
(provided that in no event shall Capital Stock representing more than 65%
of the voting power of the Capital Stock of any such new Subsidiary be
required to be so pledged) and (ii) deliver to the Administrative Agent
the certificates representing such Capital Stock, together with undated
stock powers, in blank, executed and delivered by a duly authorized
officer of Holdings, the Company or such Subsidiary, as the case may be.

(e) The provisions of this Section 6.10 shall not apply to any
assets subject to any Lien permitted by Section 7.3 which secures
Indebtedness permitted by Section 7.2, to the extent compliance with such
provisions is prohibited by the terms of the documentation governing such
Lien or Indebtedness, but, in each case, only so long as any such
prohibition remains in effect.

(f) Notwithstanding anything to the contrary in this Agreement, no
dormant Subsidiary or non-wholly owned Subsidiary designated as such on
Schedule 4.16 shall be required to become a party to the Subsidiary
Guaranty, the Subsidiary Security Agreement or the Subsidiary Pledge
Agreement unless and until, (i) in the case of any such dormant
Subsidiary, such Subsidiary holds assets having an aggregate value in
excess of $500,000 and (ii) in the case of any such non-wholly owned
Subsidiary, such Subsidiary becomes a wholly owned direct or indirect
Subsidiary of the Company. If at any time the applicable conditions
specified in clause (i) or (ii) of the preceding sentence apply to any
such Subsidiary, the Company shall take or cause to be taken all of the

applicable actions specified in Section 6.10(c) with respect to such
Subsidiary. In addition, prior to satisfaction of such applicable
conditions, the Company shall have the option to take or cause to be taken
those actions specified in Section 6.10(c) which, in the reasonable
opinion of the Administrative Agent, are necessary to enable the Accounts
and Inventory of such Subsidiary to be included in the Borrowing Base.

SECTION 7. NEGATIVE COVENANTS

Holdings and the Company hereby jointly and severally agree that, so
long as the Revolving Credit Commitments remain in effect, any Loan or
Letter of Credit remains outstanding and unpaid or any other amount is
owing to any Lender or the Administrative Agent hereunder, Holdings and
the Company shall not, and shall not permit any of their respective
Subsidiaries to, directly or indirectly, unless the Required Lenders shall
otherwise agree in writing:

7.1 Financial Condition Covenants.

(a) Maintenance of Current Ratio. Permit the ratio of
Consolidated Current Assets of Holdings to Consolidated Current
Liabilities of Holdings at the end of any fiscal quarter of Holdings
to be less than 2.0 to 1.0.

(b) Consolidated Net Worth. Permit the Consolidated Net
Worth of Holdings at any time to be less than the sum, without
duplication, of (i) $80,000,000, (ii) 50% of the Consolidated Net
Income of Holdings for each fiscal quarter of Holdings (beginning
with the fiscal quarter ending March 31, 1995) for which such
Consolidated Net Income is positive, (iii) 100% of the Net Cash
Proceeds of any Holdings Common Equity Offering consummated after
the Effective Date and (iv) 100% of any capital contribution made to
Holdings or the Company after the Effective Date by any holder of
its Capital Stock; provided, that for the purposes of clauses (iii)
and (iv) above, the amount of any Net Cash Proceeds and capital
contributions referred to in said clauses shall be reduced to the
extent (x) such proceeds or contributions are concurrently applied
to repurchase equity in accordance with this Agreement and (y)
Consolidated Net Worth (without giving effect to such proceeds or
contributions) would be reduced as a result of such repurchase.

(c) Interest Coverage. Permit the Interest Coverage Ratio as
at the end of any Interest Coverage Test Period to be less than 2.0
to 1.0.

(d) Leverage Ratio. Permit the Leverage Ratio on the last
day of any period of four consecutive fiscal quarters of Holdings
ending during any period set forth below to be greater than the
corresponding ratio set forth below:

[CAPTION]

Period Ending Ratio

After the Effective Date and prior 5.00 to 1.0
to March 31, 1998 . . . . . . . . . .
On or after March 31, 1998 and
prior to March 31, 1999 . . . . . . . 4.50 to 1.0
On or after March 31, 1999 and
prior to March 31, 2000 . . . . . . . 4.25 to 1.0
March 31, 2000 and thereafter . . . . . 4.00 to 1.0

(e) Senior Secured Leverage Ratio. Permit the Senior Secured
Leverage Ratio on the last day of any period of four consecutive
fiscal quarters of Holdings ending during any period set forth below
to be greater than the corresponding ratio set forth below:

[CAPTION]

Period Ending Ratio

After the Effective Date and prior
to March 31, 1998 . . . . . . . . . . 3.0 to 1.0
On or after March 31, 1998 and
prior to March 31, 1999 . . . . . . . 2.75 to 1.0
On or after March 31, 1999 and
prior to March 31, 2000 . . . . . . . 2.50 to 1.0
March 31, 2000 and thereafter . . . . . 2.25 to 1.0

7.2 Limitation on Indebtedness. Create, incur, assume or suffer
to exist any Indebtedness or enter into or become liable for any
obligations in respect of any Interest Rate Protection Agreement, except:

(a) Indebtedness in respect of the Loans, the Letters of
Credit and the other obligations of the Loan Parties under the Loan
Documents;

(b) (i) Indebtedness of the Company to Holdings or any
Subsidiary Guarantor or any Subsidiary Guarantor to the Company or
any Subsidiary Guarantor and (ii) Indebtedness of Holdings to the
Company in connection with the loan made by the Company to Holdings
with a portion of the proceeds of the loans under the Existing
Credit Agreement (collectively, "Intercompany Loans"); provided that
(x) all such Indebtedness shall be evidenced by an Intercompany Note
and (y) each such Intercompany Note shall be pledged to the
Administrative Agent for the benefit of the Lenders pursuant to the
relevant Pledge Agreement;

(c) (i) Indebtedness of the Company in respect of the Senior
Notes, and (ii) other Indebtedness of the Company or any of its
Subsidiaries outstanding on the Effective Date and listed on
Schedule 7.2(c) and, in the case of this clause (ii), any
replacement, extension or renewal (without increase in the
outstanding principal amount) thereof;

(d) Indebtedness of the Company in connection with the
issuance of letters of credit (i) for the benefit of insurance
companies to guarantee insurance claims and premiums; (ii) to
provide bid and performance guarantees; (iii) to guarantee contested
appeals; (iv) constituting commercial letters of credit in the
ordinary course of business and (v) for any other purpose of a
similar nature acceptable to the Required Lenders; provided that (x)
no Liens shall be incurred in respect of any letter of credit
described in clause (i), (ii), (iii) or (v) above and (y) the
aggregate amount of L/C Obligations and Non-Facility L/C Obligations
shall not exceed $25,000,000 at any time outstanding;

(e) Indebtedness of the Company resulting from the delivery
of a promissory note in the maximum amount of $10,000,000 to support
Indebtedness of the Company, in connection with the requirements of
the Company's insurance carriers to recognize casualty insurance
premiums; provided, however, that if Indebtedness pursuant to any
such promissory note is also supported by a letter of credit
permitted under Section 7.2(d), the principal amount of such
promissory note (to the extent supported by such letter of credit)
shall not be included in the computation of Total Debt for the
purposes of Section 7.1(a) or (d);

(f) (i) Indebtedness which is secured by Liens expressly
permitted by Section 7.3(g)(i) and (ii) Indebtedness which is (x)
secured by Liens expressly permitted by clause (iii) of Section
7.3(g) and (y) assumed in connection with the acquisition of the
assets subject to such Liens;

(g) Capital Lease Obligations expressly permitted by Section
7.7(a), (b) or (c);

(h) Indebtedness of Holdings in respect of any Preferred
Stock issued in accordance with Section 7.11;

(i) Indebtedness of Holdings, the Company or any of its
Subsidiaries consisting of Guarantee Obligations expressly permitted
by Section 7.4;

(j) any obligation of Holdings to repurchase common stock of
Holdings or options with respect thereto from the officer or
employee of Holdings, the Company or any of its Subsidiaries party
thereto;

(k) any unsecured term Indebtedness of the Company pursuant
to any Senior Unsecured Term Loan Agreement (the "Senior Unsecured
Term Loans") in an aggregate principal amount of up to $60,000,000;

(l) (i) Interest Rate Protection Agreements in respect of the
Senior Notes entered into by the Company with any one or more
Lenders having an aggregate notional amount not to exceed
$200,000,000 and such other terms and conditions as shall be
reasonably satisfactory to the Administrative Agent and
(ii) Interest Rate Protection Agreements referred to in Section 6.9;

(m) Indebtedness of the Company or any of its Subsidiaries
pursuant to the Capital Lease Financing Facility in an aggregate

principal amount of up to $25,000,000 minus the then outstanding
aggregate principal amount of Indebtedness comprised of the assumed
capital leases of Triangle listed on Schedule 7.2(c);

(n) additional Indebtedness not otherwise permitted by this
Section 7.2, which is either (i) unsecured, (ii) incurred in
connection with the acquisition of assets and secured only by such
assets or (iii) secured by assets acceptable to the Required
Lenders, aggregating not more than $20,000,000 at any one time
outstanding, provided, that any Indebtedness incurred pursuant to
this paragraph (n) shall amortize in equal annual installments over
a period of five years (or in a manner which, in the judgment of the
Administrative Agent, is more favorable to the Company);

(o) additional unsecured Indebtedness not otherwise permitted
by this Section 7.2 aggregating not more than $25,000,000 at any one
time outstanding (so long as, in the case of Specified Basket Debt,
after giving effect to the incurrence thereof, no prepayment shall
be required to be made pursuant to Section 2.8); and

(p) additional Indebtedness of Essex International not
otherwise permitted by this Section 7.2 aggregating not more than
$15,000,000 (or the Dollar equivalent thereof in any other currency)
at any one time outstanding (so long as, after giving effect to the
incurrence thereof, no prepayment shall be required to be made
pursuant to Section 2.8), provided, that any such Indebtedness shall
be either (i) unsecured or (ii) secured only by assets owned by
Essex International which are either located in Canada or which
constitute accounts receivable generated in respect of assets
located in Canada.

7.3 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 for taxes not yet due or which are being contested
in good faith by appropriate proceedings; provided that adequate
reserves with respect thereto are maintained on the books of
Holdings, the Company or its Subsidiaries, as the case may be, in
conformity with GAAP;

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

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

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

(e) easements, rights-of-way, restrictions, minor defects or
minor irregularities in title and other similar encumbrances
incurred in the ordinary course of business which do not in any case
materially interfere with the ordinary conduct of the business of
Holdings, the Company or any of its Subsidiaries or materially
impair the value of the property subject thereto for the purposes of
such business;

(f) Liens in existence on the Effective Date listed on
Schedule 7.3(f) and any replacement, extension or renewal thereof;
provided that (i) no such Lien is spread to cover any additional
property after the Effective Date and (ii) the amount of
Indebtedness secured thereby is not increased (except, in the case
of clauses (i) and (ii) above, to the extent expressly provided or
required by any agreement governing the terms of any such Lien as
such agreement is in effect on the Effective Date);

(g) (i) Liens securing Indebtedness (other than Capital Lease
Obligations) of the Company or any of its Subsidiaries incurred to
finance the acquisition, construction or improvement of any asset,
provided that (x) such Liens shall be created substantially
simultaneously with the acquisition, construction or improvement of
such asset, (y) such Liens do not at any time encumber any asset
other than the asset acquired, constructed or improved with the
proceeds of such Indebtedness and (z) the amount of Indebtedness
secured thereby shall not exceed the purchase price of such asset or
the amount expended solely to construct or improve such asset, as
the case may be; (ii) any Lien on any asset securing Indebtedness
permitted to be incurred in connection with sale-leaseback
transactions expressly permitted by Section 7.7(b), provided that
(x) the proceeds of such Indebtedness shall be at least equal to 80%
of the fair market value of such asset and (y) at the time of
incurrence of such Indebtedness, no Default or Event of Default
shall have occurred and be continuing or would result therefrom; and
(iii) any Lien on any asset acquired by the Company or any of its
Subsidiaries after the Effective Date which is not incurred in
contemplation of such acquisition; provided that the aggregate
outstanding amount of Indebtedness secured by Liens incurred
pursuant to this Section 7.3(g), when added to the aggregate
outstanding amount of Capital Lease Obligations incurred pursuant to
Section 7.7(c), shall not at any time exceed the sum of $25,000,000
and an amount equal to 10% of the Consolidated Net Worth of Holdings
at such time;

(h) Liens on equipment acquired in connection with the
incurrence of Capital Lease Obligations expressly permitted by
Section 7.7(c), provided that (x) such Liens shall be created
substantially simultaneously with the acquisition of such equipment,
(y) such Liens do not at any time encumber any asset other than the
equipment financed by such Indebtedness and (z) the amount of
Indebtedness secured thereby is not increased subsequent to the date
of incurrence thereof;

(i) Liens created by the Security Documents in favor of the
Administrative Agent for the benefit of the Lenders;

(j) judgment Liens created by or resulting from any judgment
not constituting an Event of Default under Section 8(h);

(k) any interest or title of a lessor under any lease listed
in Schedule 4.8 or expressly permitted by Section 7.7(a) or (b), as
well as any Lien affecting the fee interest of such lessor or any
underlying lessor;

(l) Liens securing Indebtedness of the Company or any of its
Subsidiaries pursuant to the Capital Lease Financing Facility;

(m) Liens securing Indebtedness incurred pursuant to Section
7.2(n) which is permitted to be secured by said Section;

(n) leases or subleases granted by the Company or any of its
Subsidiaries in the ordinary course of business and not interfering
in any material respect with the conduct of the business of the
Company or such Subsidiary; and

(o) Liens securing Section 7.2(p) Indebtedness which is
permitted to be secured by said Section.

7.4 Limitation on Guarantee Obligations. Create, incur, assume or
suffer to exist any Guarantee Obligation except:

(a) Guarantee Obligations of Holdings pursuant to Section 10
or of any Subsidiary Guarantor pursuant to the Subsidiary Guarantee
or of the Company in respect of the Letters of Credit;

(b) guarantees made in the ordinary course of its business by
the Company of obligations of any Subsidiary Guarantor, which
obligations are otherwise permitted under this Agreement;

(c) guarantees by the Company or any of its Subsidiaries of
the obligations of Joint Ventures, not exceeding, when added to the
aggregate principal amount of Joint Venture Loans, $25,000,000 in
aggregate amount at any time outstanding;

(d) surety, indemnity, performance, release and appeal bonds
and guarantees thereof issued by the Company or any of its
Subsidiaries, to the extent required in the ordinary course of
business or in connection with the enforcement of rights or claims
of the Company or its Subsidiaries or in connection with judgments
that do not result in an Event of Default, not exceeding $10,000,000
in aggregate amount at any time outstanding;

(e) reimbursement obligations of the Company pursuant to
letters of credit expressly permitted by Section 7.2(d);

(f) unsecured guarantee obligations of Holdings and any
Subsidiary of the Company in respect of (i) the Capital Lease
Financing Facility or (ii) the Senior Unsecured Term Loans and any
other amounts owing by the Company under the Senior Unsecured Term
Loan Agreement; and

(g) unsecured guarantee obligations of the Company in respect
of (i) Section 7.2(p) Indebtedness or (ii) purchase price adjustment

and indemnity obligations of Essex International under the BICC
Xxxxxxxx Purchase Agreement.

7.5 Limitations 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 engage in any businesses other than
businesses engaged in by it on the Effective Date (or businesses
reasonably related thereto), or make any material change in its method of
conducting business on the Effective Date except:

(a) any Subsidiary of the Company may be merged or
consolidated with or into the Company (provided that the Company
shall be the continuing or surviving corporation) or with or into
any one or more Subsidiary Guarantors (provided that the Subsidiary
Guarantor or Subsidiary Guarantors shall be the continuing or
surviving corporation);

(b) any Subsidiary may sell, lease, transfer or otherwise
dispose of any or all of its assets (upon voluntary liquidation or
otherwise) to the Company or any Subsidiary Guarantor;

(c) BCP Holdings may be merged with and into the Company (the
"BCP/Company Merger"), provided that (i) the Company shall be the
surviving corporation, (ii) no violation of or default under any
material Requirement of Law or material Contractual Obligation
applicable to Holdings, the Company or any of its Subsidiaries shall
occur as a result thereof, and (iii) within three Business Days
after the consummation of the BCP/Company Merger, the Administrative
Agent shall have received (with, where applicable, sufficient copies
for each Lender) (A) the Holdings Security Agreement and the
Holdings Pledge Agreement (together with an appropriate undated
stock power), in each case executed and delivered by a duly
authorized officer of a holding company parent ("New Holdings") of
the Company created simultaneously with the consummation of the
BCP/Company Merger, (B) an assumption agreement in form and
substance satisfactory to the Administrative Agent pursuant to which
New Holdings shall become a party to this Agreement, (C) from New
Holdings, all certificates and documents of the type delivered by
Holdings on the Effective Date and described in Section 5.1 and (D)
the unqualified executed legal opinion of Cravath, Swaine & Xxxxx
relating to the matters described in the preceding clauses (A) and
(B), which opinion shall be in form and substance satisfactory to
the Administrative Agent; and

(d) pursuant to any sale of assets expressly permitted by
Section 7.6.

7.6 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) the sale or other disposition of any assets which have
become obsolete, outdated or surplus to the business of the Company
or any of its Subsidiaries, or have no remaining useful life, in

each case as reasonably determined in good faith by the Board of
Directors or the senior management of the Company or such
Subsidiary, as the case may be, in an aggregate amount not to exceed
$3,000,000 in any fiscal year of the Company;

(b) the sale of assets in connection with sale-leaseback
transactions expressly permitted by Section 7.7(b);

(d) as expressly permitted by Section 7.5(b);

(e) in connection with the Capital Lease Financing Facility;
and

(f) other sales or dispositions of assets by the Company or
any of its Subsidiaries; provided that (i) at the time of such sale
or disposition, no Default or Event of Default shall have occurred
and be continuing or would result therefrom, (ii) each such asset is
sold or disposed of at fair market value and (iii) the aggregate
fair market value of all assets so sold or disposed of by the
Company and its Subsidiaries (excluding assets constituting all or
any portion of any Specified Property) shall not exceed $30,000,000
in any fiscal year of the Company and shall not exceed $60,000,000
during the term of this Agreement.

7.7 Limitation on Leases. Create or suffer to exist any
obligations for the payment or rental for any property under leases or
agreements to lease (other than any arrangement pursuant to which the
Company or any of its Subsidiaries is lessor), except:

(a) (i) leases of the Company and its Subsidiaries in
existence on the Effective Date and listed on Schedule 7.7(a) and
any renewal, extension or refinancing thereof and (ii) operating
leases entered into by the Company or any of its Subsidiaries in the
ordinary course of business; provided that the aggregate amount of
lease payments made pursuant to this clause (a) does not exceed
$20,000,000 in the aggregate in any fiscal year;

(b) subject to Section 7.3(g)(ii), Capital Lease Obligations
incurred by the Company or any of its Subsidiaries in connection
with sale-leaseback transactions; provided that

(i) immediately prior to giving effect to such lease,
the property or asset subject to such lease was sold by the
Company or any Subsidiary to the lessor under such lease for
at least its fair market value; and

(ii) no Default or Event of Default would occur as a
result of such sale and subsequent lease;

(c) Capital Lease Obligations other than those expressly
permitted by paragraph (a) or (b) above, incurred by the Company or
any of its Subsidiaries to finance the acquisition of equipment;
provided that the aggregate outstanding amount of all Capital Lease
Obligations which would appear on a consolidated balance sheet of
the Company and its consolidated Subsidiaries in accordance with

GAAP, when added to the aggregate outstanding principal amount of
Indebtedness incurred pursuant to Section 7.2(f), shall not at any
time exceed the sum of $25,000,000 and an amount equal to 10% of the
Consolidated Net Worth of Holdings at such time; and

(d) in connection with the Capital Lease Financing Facility.

7.8 Limitation on Dividends. Declare or pay any dividend (other
than (i) dividends payable solely in common stock of Holdings or the
Company, as the case may be, and (ii) dividends on the Preferred Stock
payable solely in additional shares of Preferred Stock) 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 shares of any class of Capital Stock of Holdings
or the Company 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 or in obligations of Holdings, the Company or any
Subsidiary, except that:

(a) the Company may pay cash dividends to Holdings to pay any
taxes or expenses required to be paid by Holdings in the ordinary
course of business, provided that in no event shall the aggregate
proceeds of dividends made pursuant to this clause (a) which have
not been applied to pay the obligations in respect of which such
dividends were made exceed $200,000 for any period of five
consecutive Business Days;

(b) so long as no Default or Event of Default shall have
occurred and be continuing or would result therefrom (or, in the
case of clause (ii) below (to the extent the repurchase or
redemption referred to in said clause is being effected pursuant to
Section 7.11(a)(ii)(x), (y) or (z)), so long as no Specified Event
shall have occurred and be continuing), the Company may pay cash
dividends to Holdings (i) to the extent necessary to enable Holdings
to repurchase shares of its common stock or options to purchase such
common stock, provided, that (x) the aggregate amount so distributed
to Holdings in any fiscal year shall not exceed the sum of (I)
$5,000,000 and (II) an amount equal to the aggregate Net Cash
Proceeds of any sale of shares of common stock by Holdings to any
officer or employee of Holdings, the Company or any of its
Subsidiaries consummated after the Effective Date which have been
contributed to the capital of the Company minus the aggregate amount
distributed to Holdings pursuant to this clause (II) for the purpose
of repurchasing common stock of Holdings or options to purchase such
common stock during any preceding fiscal year and (y) the Net Cash
Proceeds of any subsequent sale of shares of common stock by
Holdings to any officer or employee of Holdings, the Company or any
of its Subsidiaries shall promptly thereafter be contributed to the
capital of the Company to the extent of the aggregate amount of cash
distributions theretofore made pursuant to this clause (i), the
Company shall deliver to the Administrative Agent a certified copy
of each agreement in respect of which such dividend is being made;
(ii) to the extent necessary to enable Holdings to pay any annual
management fee expressly permitted by Section 7.12;
(iii) constituting payments required to be made by the Company to
Holdings pursuant to the Tax Sharing Agreement and (iv) to the

extent necessary to enable Holdings to pay cash dividends on the
Preferred Stock in accordance with Section 7.8(c); provided that
Holdings shall pay each obligation in respect of which a dividend is
made pursuant to this clause (b) no later than five Business Days
after the date on which such dividend is made;

(c) so long as no Default or Event of Default shall have
occurred and be continuing or would result therefrom, Holdings may
pay cash dividends on the Preferred Stock in accordance with the
terms thereof, provided, that (x) the aggregate amount so paid by
Holdings shall not exceed (i) $5,000,000 in any fiscal year ending
on or prior to December 31, 1998 or (ii) $10,000,000 in any fiscal
year thereafter and (y) the aggregate amount so paid by Holdings in
any fiscal year of Holdings, when added to the aggregate amount of
Capital Expenditures made during such fiscal year pursuant to
Section 7.10(g), shall not exceed the EBITDA Basket Amount for such
fiscal year;

(d) so long as no Default or Event of Default shall have
occurred and be continuing or would result therefrom, Holdings may
repurchase common stock of Holdings owned by former or existing
employees of the Company, provided that, such repurchases are funded
entirely with the proceeds of sales of newly issued common stock of
Holdings to employees; and

(e) Holdings may redeem or exchange any Preferred Stock to
the extent expressly permitted by Section 7.11.

7.9 Limitation on Negative Pledge Clauses. Enter into any
agreement, other than (a) in connection with purchase money Liens, the
Capital Lease Financing Facility or Capital Lease Obligations expressly
permitted by this Agreement (in which cases, any restriction referred to
below shall only be effective against the assets financed thereby), (b) in
connection with secured Section 7.2(n) Indebtedness or secured Section
7.2(p) Indebtedness (in which case, any restriction referred to below
shall only be effective against the assets securing such Indebtedness) and
(c) the Senior Note Indenture and the Senior Unsecured Term Loan
Agreement, with any Person other than the Lenders pursuant hereto which in
any way limits or imposes any condition on the ability of Holdings, the
Company or any of its Subsidiaries to create, incur, assume or suffer to
exist a perfected, first priority security interest upon any of its
property, assets or revenues, whether now owned or hereafter acquired,
securing the Obligations, any guarantee of the Obligations or any other
obligations of any Loan Party under any Loan Document or any Indebtedness
refinancing any of the foregoing.

7.10 Limitation on Capital Expenditures, Investments, Loans and
Advances. Make or commit to make (by way of the acquisition of securities
of a Person or otherwise) any Capital Expenditures or make or commit to
make any advance, loan, extension of credit (by way of guaranty or
otherwise) 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 or commit to make any other investment in, any
Person, except:

(a) extensions of trade credit by the Company or any of its
Subsidiaries in the ordinary course of business;

(b) investments by the Company or any of its Subsidiaries in
Cash Equivalents;

(c) loans and advances to employees of the Company or its
Subsidiaries for travel, entertainment and relocation expenses in
the ordinary course of business consistent with the historical
practices of the Company and its Subsidiaries as of the Effective
Date, in an aggregate amount for the Company and its Subsidiaries
not to exceed $1,000,000 at any one time outstanding;

(d) investments by the Company in any Subsidiary Guarantor
and investments by Holdings or any Subsidiary of the Company in the
Company or in any Subsidiary Guarantor;

(e) (i) loans made by the Company to any Joint Venture
("Joint Venture Loans"), provided that (x) the aggregate principal
amount thereof shall not exceed $18,000,000 at any one time
outstanding, (y) all Indebtedness of Joint Venture resulting
therefrom shall be evidenced by an Intercompany Note, and (z) such
Intercompany Note shall be pledged to the Administrative Agent for
the benefit of the Lenders pursuant to the Company Pledge Agreement
and (ii) guarantees expressly permitted by Section 7.4(c); provided
that the aggregate principal amount of Joint Venture Loans, when
added to the aggregate amount of guarantees referred to in clause
(ii) above, shall not exceed $25,000,000 at any time outstanding;

(f) promissory notes issued to the Company or any of its
Subsidiaries by the purchasers of assets sold in accordance with
Section 7.6(f);

(g) (i) Capital Expenditures of the Company and its
Subsidiaries made in the ordinary course of business and (ii)
Investment Expenditures of the Company and its Subsidiaries not
otherwise permitted by this Section 7.10; provided that (w) the
aggregate amount of such Capital Expenditures made during any fiscal
year of Holdings shall not exceed the sum of (I) $40,000,000 (the
"Basket Expenditure Amount") and (II) the aggregate amount of all
unutilized Basket Expenditure Amounts in respect of each preceding
fiscal year (including, without limitation, the unutilized Basket
Expenditure Amount under the Existing Credit Agreement in respect of
fiscal year 1995, which amount is equal to $19,800,000), (x)
notwithstanding anything to the contrary in clause (w) above, the
aggregate amount of such Capital Expenditures made during any fiscal
year of Holdings, when added to the aggregate amount of dividends on
the Preferred Stock paid by Holdings during such fiscal year
pursuant to Section 7.8(c), shall not exceed the EBITDA Basket
Amount for such fiscal year (provided that this clause (x) shall not
be applicable in any fiscal year for which the aggregate amount of
such Capital Expenditures is less than $30,000,000), (y) after
giving effect to any such Investment Expenditure, the aggregate
amount of Investment Expenditures made since the Effective Date
shall not exceed the Maximum Investment Amount then in effect, and
(z) in no event shall the aggregate amount of such Capital
Expenditures and Investment Expenditures (excluding up to $5,000,000
of Investment Expenditures constituting capital contributions to any
Joint Venture) which either (1) constitute capital contributions or
other investments in any Person which is not a Subsidiary Guarantor

or (2) are otherwise made to acquire assets which do not constitute
Collateral exceed $20,000,000 in any fiscal year and $30,000,000
during the term of this Agreement; and

(h) (i) Capital Expenditures of the Company and its
Subsidiaries made in the ordinary course of business and (ii)
Investment Expenditures of the Company and its Subsidiaries not
otherwise permitted by this Section 7.10, in each case made with the
proceeds of any Holdings Common Equity Offering; provided, that
(x) the aggregate amount of such Capital Expenditures and Investment
Expenditures shall not exceed $100,000,000 during the term of this
Agreement, (y) in no event shall the aggregate amount of such
Capital Expenditures and Investment Expenditures which either (1)
constitute capital contributions or other investments in any Person
which is not a Subsidiary Guarantor or (2) are otherwise made to
acquire assets which do not constitute Collateral exceed $50,000,000
during the term of this Agreement and (z) on the date on which any
Investment Expenditure is made pursuant to this Section 7.10(h), the
Company shall deliver to the Administrative Agent a certificate of a
Responsible Officer of each of Holdings and the Company
demonstrating that, on a pro forma basis determined as if such
expenditure had been made on the date occurring twelve months prior
to the last day of the most recently ended fiscal quarter, Holdings
and its consolidated Subsidiaries would have been in compliance with
Section 7.1 as of the last day of such fiscal quarter.

Notwithstanding anything to the contrary contained herein, in no event
shall the aggregate amount of any advance, loan, extension of credit (by
way of guaranty or otherwise) or capital contribution to, or any other
investment in, SX Mauritius Holding, Inc. or any of its Subsidiaries
exceed $10,000,000.

7.11 Limitation on Optional Payments and Modifications of Certain
Agreements. (a) Optionally prepay, retire, redeem, purchase, defease or
exchange, or make any optional deposit or segregation of funds in respect
of, any principal of or interest or dividends on or other amounts payable
in respect of the Senior Notes, the Senior Unsecured Term Loans, any
Section 7.2(n) Indebtedness or the Preferred Stock (other than (i) the
refinancing, in whole or in part, of the Senior Notes with the proceeds of
a Holdings Common Equity Offering, provided, that the aggregate amount so
expended during the term of this Agreement (excluding any premium, accrued
interest, fees or expenses payable in connection with any such
refinancing) shall not exceed $100,000,000; (ii) the prepayment of the
Senior Unsecured Term Loans and Section 7.2(n) Indebtedness pursuant to
scheduled amortization payments; (iii) the prepayment, refinancing or
redemption of the Senior Unsecured Term Loans in a principal amount not to
exceed 75% of cumulative Excess Cash Flow for the period from the
beginning of the fiscal quarter of Holdings ended September 30, 1995 to
the last day of the most recent fiscal period for which financial
statements have been delivered pursuant to Section 6.1; (iv)(1) the
prepayment, refinancing or redemption, in whole or in part, of any
Preferred Stock or the Senior Unsecured Term Loans with the proceeds of
(x) a Holdings Common Equity Offering or (y) preferred stock of Holdings
having terms no more onerous than those set forth on Schedule 7.11, or (2)
the exchange, in whole or in part, of the Preferred Stock for preferred
stock of Holdings having terms no more onerous than those set forth on
Schedule 7.11,

(b) amend, modify or change, or consent or agree to any amendment,
modification or change to, any of the terms of any Section 7.2(n)
Indebtedness, the Senior Notes, the Senior Unsecured Term Loans or the
Capital Lease Financing Facility (other than any such amendment,
modification or change which (i) would extend the maturity date thereof or
reduce the amount of any principal payments in respect thereof, (ii) would
reduce the rate or extend the date for payment of interest thereon or
(iii) is of a technical or clarifying nature, does not affect the
interests of the Administrative Agent or any Lender under any Loan
Document, such Section 7.2(n) Indebtedness, the Senior Notes, the Senior
Unsecured Term Loans or the Capital Lease Financing Facility, as the case
may be), or

(c) amend, modify or change, or consent or agree to any amendment,
modification or change to, any of the terms of any Preferred Stock (other
than any such amendment, modification or change which (i) would extend the
mandatory redemption date thereof or reduce the amount of any redemption
payments in respect thereof, (ii) would reduce the rate or extend the date
for payment of dividends thereon or (iii) does not affect the interests of
the Administrative Agent or any Lender under any Loan Document in any
material respect, provided, that no amendment, modification or change may
be made pursuant to this clause (iii) which (w) affects dividend or
redemption payments, (x) grants additional rights to the holders of the
Preferred Stock in respect of the election of directors of Holdings, (y)
causes the covenants or other terms of the Preferred Stock to be more
restrictive with respect to Holdings in any material respect or (z)
requires the payment of any fee to any holder of any Preferred Stock in
connection with obtaining the consent of such holder to such amendment,
modification or change, and provided, further, that a substantially final
draft of any proposed amendment, modification or change to any Preferred
Stock pursuant to this clause (iii) shall be delivered to the
Administrative Agent at least five Business Days prior to the
effectiveness thereof).

7.12 Transactions with Affiliates. Enter into any transaction,
including, without limitation, any purchase, sale, lease or exchange of
property or the rendering of any service, with any Affiliate other than
any such transaction (a) between a Subsidiary Guarantor and the Company or
any other Subsidiary Guarantor which is otherwise permitted by this
Agreement or (b) entered into by Holdings, the Company or any of its
Subsidiaries which is (i) otherwise permitted under this Agreement, (ii)
in the ordinary course of Holdings', the Company's or such Subsidiary's
business, and (iii) upon fair and reasonable terms no less favorable to
Holdings, the Company or such Subsidiary, as the case may be, than it
would obtain in a comparable arm's length transaction with a Person not an
Affiliate; provided, that, (x) each of Holdings, the Company and its
Subsidiaries may enter into employment arrangements with its officers in
the ordinary course of business consistent with its historical practices
as of the Effective Date and (y) so long as no Default or Event of Default
shall have occurred and be continuing, (1) Holdings and the Company may
pay to BP Co. or any of its Affiliates an annual management and advisory
fee with respect to any fiscal year not to exceed $1,000,000 in the
aggregate and may reimburse BP Co. or any of its Affiliates for any
reasonable out of pocket expenses (with respect to services associated
with or incurred on behalf of the Company), (2) the Company may make
payments to Holdings required to be made pursuant to the Tax Sharing
Agreement, (3) Holdings may repurchase shares of its common stock or

options to purchase such common stock, (4) Holdings may sell shares of, or
rights to purchase shares of, its common stock to any of its Affiliates,
provided, that any such sale to an operating company "controlled" (as
defined in the definition of "Control Affiliate") by Bessemer Holdings,
L.P., Bessemer Capital Partners, L.P. or any partnership or similar entity
under common "control" (as defined in the definition of "Control
Affiliate") with Bessemer Holdings, L.P. shall be on an arm's-length basis
and (5) Holdings may exchange, in whole or in part, any Preferred Stock
held by an Affiliate of Holdings for preferred stock of Holdings having
terms no more onerous than those governing the Preferred Stock and may
execute and deliver, and perform its obligations under, any and all
agreements, instruments and documents relating to the secondary offering
of the Preferred Stock or such exchange, including the registration of the
Preferred Stock and any such preferred stock issued in any such exchange
under the Securities Act of 1933.

7.13. Corporate Documents. Amend its certificate of incorporation
(except (a) to increase the number of authorized shares of common stock or
(b) to the extent necessary to consummate the BCP/Company Merger).

7.14 Fiscal Year. Permit the fiscal year of Holdings or the
Company to end on a day other than December 31.

7.15 Limitation on Activities of Holdings. In the case of
Holdings, (a) conduct, transact or otherwise engage in, or commit to
conduct, transact or otherwise engage in, any business or operations other
than (i) those incidental to its ownership of the Capital Stock of the
Company and (ii) those incidental to any exchange, refinancing or
redemption of its Indebtedness or Preferred Stock expressly permitted by
this Agreement or any Holdings Common Equity Offering; (b) incur, create,
assume or suffer to exist any Indebtedness, Guarantee Obligations or other
liabilities or financial obligations, except (i) nonconsensual obligations
imposed by operation of law, (ii) pursuant to the Loan Documents to which
it is a party, (iii) obligations with respect to its Capital Stock, (iv)
the obligation to pay any management or advisory fee expressly permitted
by Section 7.12, (v) in connection with Intercompany Loans made by the
Company to Holdings in accordance with Section 7.2(b), (vi) in connection
with the matters described in clause (a)(ii) above and (vii) pursuant to
any guarantee entered into pursuant to Section 7.4(f); or (c) own, lease,
manage or otherwise operate any properties or assets (including cash and
cash equivalents) other than the ownership of (i) shares of Capital Stock
of the Company and (ii) additional assets having an aggregate value not to
exceed $1,000,000.

SECTION 8. EVENTS OF DEFAULT

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

(a) The Company shall fail to pay any principal of any Loan
or any Reimbursement Obligation when due in accordance with the
terms hereof; or the Company shall fail to pay any interest on any
Loan, or any other amount payable hereunder, within three days after
any such interest or other amount becomes due in accordance with the
terms hereof; or

(b) Any representation or warranty made or deemed made by the
Company or any other Loan Party 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
this Agreement or any other Loan Document shall prove to have been
incorrect in any material respect on or as of the date made or
deemed made; or

(c) (i) Any Loan Party shall default in the observance or
performance of any agreement contained in Section 6.7(a) or 7 of
this Agreement, Section 5(f), 5(g), 5(h), 5(i) or 5(n) of the
Holdings Security Agreement, Section 5(f), 5(g), 5(h), 5(i) or 5(n)
of the Company Security Agreement, Section 5(f), 5(g), 5(h), 5(i) or
5(n) of the Subsidiary Security Agreement, Paragraph 5(a) or 5(b) of
the Holdings Pledge Agreement, Paragraph 5(a) or 5(b) of the Company
Pledge Agreement, Paragraph 5(a) or 5(b) of the Subsidiary Pledge
Agreement or Paragraph 11 of the Subsidiary Guarantee (to the extent
such Paragraph 11 incorporates by reference the covenants contained
in Section 6.7(a) or 7 of this Agreement) or (ii) an Event of
Default (as defined in any Mortgage) shall have occurred; or

(d) The Company or any other Loan Party shall default in the
observance or performance of any other agreement contained in this
Agreement or 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 30 days after the earlier of (i)
the date on which a senior officer of Holdings or the Company first
knew or reasonably should have known of such default or (ii) the
date on which written notice thereof shall have been given to the
Company by the Administrative Agent or the Required Lenders; or

(e) (i) Holdings, the Company or any of its Subsidiaries
shall (x) default in any payment when due of principal of or
interest on any Indebtedness (other than the Loans) or in the
payment of any Guarantee Obligation; or (y) 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, such Indebtedness to become due prior to
its stated maturity or such Guarantee Obligation to become payable;
provided, however, that a default, event or condition described in
subclause (x) or (y) of this clause (i) shall not constitute an
Event of Default under this Agreement unless, at the time of such
default, defaults, events or conditions of the type described in
subclauses (x) and (y) of this clause (i) shall have occurred and be
continuing with respect to Indebtedness and/or Guarantee Obligations
the outstanding principal amount of which exceeds in the aggregate
$5,000,000 or (ii) a "Default" under and as defined in the Senior
Note Indenture shall have occurred and be continuing as a result of
the taking by any Loan Party of any action, the consummation by any
Loan Party of any transaction, or the occurrence or existence of any
other event or circumstance, expressly permitted by Section 7 of
this Agreement; or

(f) (i) Holdings, the Company or any of its 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, insolvency, 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, arrangement, adjustment, winding-up, liquidation,
dissolution, composition or other relief with respect to it or its
debts, or (B) seeking appointment of a receiver, trustee, custodian
or other similar official for it or for all or any substantial part
of its assets, or Holdings, the Company or any of its Subsidiaries
shall make a general assignment for the benefit of its creditors; or
(ii) there shall be commenced against Holdings, the Company or any
of its 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 60
days; or (iii) there shall be commenced against Holdings, the
Company or any of its 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 60 days from the entry thereof; or (iv)
Holdings, the Company or any of its 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) Holdings, the Company or any of its
Subsidiaries shall generally not, or shall be unable to, or shall
admit in writing its inability to, pay its 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, (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 Company or any Commonly
Controlled Entity shall, or in the reasonable opinion of the
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, in the judgment of the
Required Lenders, have a Material Adverse Effect; or

(h) One or more judgments or decrees shall be entered against
Holdings, the Company or any of its Subsidiaries involving in the
aggregate a liability (not paid or fully covered by insurance as to

which the relevant insurance company has not disputed coverage) of
$2,000,000 or more and (i) all such judgments or decrees shall not
have been vacated, discharged, stayed or bonded pending appeal
within 30 days from the entry thereof or (ii) enforcement
proceedings shall have been commenced by any creditor upon such
judgment or order; or

(i) Any Security Document shall, at any time, cease to be in
full force and effect or shall be declared null and void, or the
validity or enforceability thereof shall be contested by any Loan
Party, or any of the Liens intended to be created by any Security
Document shall cease to be or shall not be a valid and perfected
Lien having the priority contemplated thereby, or the Subsidiary
Guarantee or the guarantee contained in Section 10 shall cease for
any reason to be in full force and effect or any Loan Party shall so
assert in writing; or

(j) (i) The Bessemer Group shall cease to own in the
aggregate, of record and beneficially, free and clear of all Liens
(other than Liens created by any provision of any agreement entered
into among any holders of the Capital Stock of Holdings, as in
effect on the Effective Date), directly, that percentage of the
common stock of Holdings representing at least 70% of the common
stock of Holdings owned by the Bessemer Group on the Effective Date;
or (ii) the Investors, collectively, shall cease to have the power
to vote or direct the voting of securities having at least 51% of
the ordinary voting power for the election of directors of Holdings
unless (x) the failure to have such power occurs solely as a result
of the primary sale of shares of common stock of Holdings pursuant
to any one or more public offerings thereof and (y) no Person or
group (within the meaning of Rule 13d-5 of the Securities and
Exchange Commission as in effect on the Effective Date), other than
any Person or group consisting solely of one or more Investors,
shall, directly or indirectly, have the power to vote or direct the
voting of securities representing more than 20% of the ordinary
voting power for the election of directors of Holdings; or (iii)
Holdings shall cease to own and control, of record and beneficially,
directly, 100% of each class of outstanding Capital Stock of the
Company free and clear of all Liens (except Liens created by the
Holdings Pledge Agreement); or (iv) the Company shall issue any
Capital Stock (or any security convertible into any of its Capital
Stock) which is not pledged to the Administrative Agent for the
benefit of the Lenders; or (v) a "Change of Control" (as defined in
the Senior Note Indenture) shall occur;

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 the
Company, automatically the Revolving Credit Commitments shall immediately
terminate and the Loans hereunder (with accrued interest thereon) and all
other amounts owing under this Agreement (including, without limitation,
all amounts of L/C Obligations, whether or not the beneficiaries of the
then outstanding Letters of Credit shall have presented the documents
required thereunder) 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 Company declare the Revolving

Credit Commitments to be terminated forthwith, whereupon the Revolving
Credit 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 of
default to the Company, declare the Loans hereunder (with accrued interest
thereon) and all other amounts owing under this Agreement (including,
without limitation, all amounts of L/C Obligations, whether or not the
beneficiaries of the then outstanding Letters of Credit shall have
presented the documents required thereunder) to be due and payable
forthwith, whereupon the same shall immediately become due and payable.

With respect to all Letters of Credit with respect to which
presentment for honor shall not have occurred at the time of an
acceleration pursuant to the preceding paragraph, the Company shall at
such time deposit in a cash collateral account opened by the
Administrative Agent an amount equal to the aggregate then undrawn and
unexpired amount of such Letters of Credit. Amounts held in such cash
collateral account shall be applied by the Administrative Agent to the
payment of drafts drawn under such Letters of Credit, and the unused
portion thereof after all such Letters of Credit shall have expired or
been fully drawn upon, if any, shall be applied to repay other Obligations
of the Company. After all such Letters of Credit shall have expired or
been fully drawn upon, all Reimbursement Obligations shall have been
satisfied and all other Obligations of the Company shall have been paid in
full, the balance, if any, in such cash collateral account shall be
returned to the Company.

Except as expressly provided above in this Section 8, presentment,
demand, protest and all other notices of any kind are hereby expressly
waived.

SECTION 9. THE ADMINISTRATIVE AGENT

9.1 Appointment. Each Lender hereby irrevocably designates and
appoints the Administrative Agent as the agent of such Lender under this
Agreement and the other Loan Documents, and each Lender irrevocably
authorizes the Administrative Agent, in such capacity, to take such action
on its behalf under the provisions of this Agreement and the other Loan
Documents and to exercise such powers and perform such duties as are
expressly delegated to the Administrative Agent by the terms of this
Agreement and the other Loan Documents, together with such other powers as
are reasonably incidental thereto. Notwithstanding any provision to the
contrary elsewhere in this Agreement, the Administrative Agent shall not
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 Loan Document or otherwise
exist against the Administrative Agent.

9.2 Delegation of Duties. The Administrative 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. The
Administrative Agent shall not be responsible for the negligence or
misconduct of any agents or attorneys in-fact selected by it with
reasonable care.

9.3 Exculpatory Provisions. Neither the Administrative Agent nor
any of its officers, directors, employees, agents, attorneys-in-fact or
affiliates shall be (i) liable for any action lawfully taken or omitted to
be taken by it or such Person under or in connection with this Agreement
or any other Loan Document (except for its or such Person's own gross
negligence or willful misconduct) or (ii) responsible in any manner to any
of the Lenders for any recitals, statements, representations or warranties
made by the Company or any other Loan 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 Administrative 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 other Loan Document or for any failure of the
Company or any other Loan Party to perform its obligations hereunder or
thereunder. The Administrative Agent shall not 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
the Company or any other Loan Party.

9.4 Reliance by Administrative Agent. The Administrative Agent
shall be entitled to rely, and shall be fully protected in relying, upon
any writing, resolution, notice, consent, certificate, affidavit, letter,
cablegram, telegram, 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 the Company), independent accountants and other
experts selected by the Administrative Agent. The Administrative 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 (except as otherwise
expressly provided in Section 11.1) as it deems appropriate or it shall
first be indemnified to its satisfaction by the Lenders against any and
all liability and expense which may be incurred by it by reason of taking
or continuing to take any such action. The Administrative Agent shall in
all cases be fully protected in acting, or in refraining from acting,
under this Agreement and the other Loan Documents in accordance with a
request of the Required Lenders (except as otherwise expressly provided in
Section 11.1), 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 Loans.

9.5 Notice of Default. The Administrative Agent shall not be
deemed to have knowledge or notice of the occurrence of any Default or
Event of Default unless the Administrative Agent has received notice from
a Lender or the Company referring to this Agreement, describing such
Default or Event of Default and stating that such notice is a "notice of
default". In the event that the Administrative Agent receives such a
notice, the Administrative Agent shall give notice thereof to the Lenders.
The Administrative Agent shall take such action with respect to such
Default or Event of Default as shall be reasonably directed by the
Required Lenders (except as otherwise expressly provided in Section 11.1);
provided that unless and until the Administrative Agent shall have
received such directions, the Administrative Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with

respect to such Default or Event of Default as it shall deem advisable in
the best interests of the Lenders.

9.6 Non-Reliance on Administrative Agent and Other Lenders. Each
Lender expressly acknowledges that neither the Administrative Agent nor
any of its officers, directors, employees, agents, attorneys-in-fact or
affiliates has made any representations or warranties to it and that no
act by the Administrative Agent hereafter taken, including any review of
the affairs of the Company or any other Loan Party, shall be deemed to
constitute any representation or warranty by the Administrative Agent to
any Lender. Each Lender represents to the Administrative Agent that it
has, independently and without reliance upon the Administrative Agent 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 Company and the other Loan Parties and made its
own decision to make its Loans hereunder and enter into this Agreement.
Each Lender also represents that it will, independently and without
reliance upon the Administrative Agent or any other Lender, and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own 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 the Company and the other Loan Parties.
Except for notices, reports and other documents expressly required to be
furnished to the Lenders by the Administrative Agent hereunder, the
Administrative Agent shall not have any duty or responsibility to provide
any Lender with any credit or other information concerning the business,
operations, property, condition (financial or otherwise), prospects or
creditworthiness of the Company or any other Loan Party which may come
into the possession of the Administrative Agent or any of its officers,
directors, employees, agents, attorneys-in-fact or affiliates.

9.7 Indemnification. The Lenders agree to indemnify the
Administrative Agent in its capacity as such (to the extent not reimbursed
by the Company and without limiting the obligation of the Company to do
so), ratably according to the respective amounts of their Revolving Credit
Commitments or, if the Revolving Credit Commitments have terminated,
ratably according to the respective amounts of their Loans, 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 Loans) be imposed on, incurred by or
asserted against the Administrative Agent in any way relating to or
arising out of this Agreement, any of the other Loan Documents or any
documents contemplated hereby or thereby or referred to herein or therein
or the transactions contemplated hereby or thereby or any action taken or
omitted by the Administrative Agent under or in connection with any of the
foregoing; provided that no Lender shall be liable for the payment of any
portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements resulting
solely from the Administrative Agent's gross negligence or willful
misconduct. The agreements in this Section shall survive the payment of
the Loans and all other amounts payable hereunder.

9.8 Administrative Agent in Its Individual Capacity. The
Administrative Agent and its affiliates may make loans to, accept deposits
from and generally engage in any kind of business with the Company as
though the Administrative Agent were not the Administrative Agent
hereunder and under the other Loan Documents. With respect to its Loans
made or renewed by it and any Letter of Credit issued or participated in
by it, the Administrative Agent shall have the same rights and powers
under this Agreement and the other Loan Documents as any Lender and may
exercise the same as though it were not the Administrative Agent, and the
terms "Lender" and "Lenders" shall include the Administrative Agent in its
individual capacity.

9.9 Successor Administrative Agent. The Administrative Agent may
resign as Administrative Agent upon 10 days' notice to the Lenders. If
the Administrative Agent shall resign as Administrative Agent under this
Agreement and the other Loan Documents, then the Required Lenders shall
appoint from among the Lenders a successor agent for the Lenders, which
successor agent shall be approved by the Company (which approval shall not
be unreasonably withheld), whereupon such successor agent shall succeed to
the rights, powers and duties of the Administrative Agent, and the term
"Administrative Agent" shall mean such successor agent effective upon its
appointment, and the former Administrative Agent's rights, powers and
duties as Administrative Agent shall be terminated, without any other or
further act or deed on the part of such former Administrative Agent or any
of the parties to this Agreement or any holders of the Loans. After any
retiring Administrative Agent's resignation as Administrative Agent, the
provisions of this Section shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was Administrative Agent under
this Agreement and the other Loan Documents.

9.10 Co-Lead Agent and Co- Agents. Neither the Co-Lead Agent nor
any Co-Agent in its capacity as such shall have any rights, duties or
responsibilities hereunder, or any fiduciary relationship with any Lender,
and no implied covenants, functions, responsibilities, duties, obligations
or liabilities shall be read into this Agreement or otherwise exist
against the Co-Lead Agent or any Co-Agent in its capacity as such.

SECTION 10. GUARANTEE

10.1 Guarantee. In order to induce the Administrative Agent and
the Lenders to execute and deliver this Agreement and to make or maintain
the Loans hereunder, and in consideration thereof, Holdings hereby
unconditionally and irrevocably guarantees to the Administrative Agent,
for the ratable benefit of the Lenders, the prompt and complete payment
and performance by the Company when due (whether at stated maturity, by
acceleration or otherwise) of the Obligations, and Holdings further agrees
to pay any and all expenses (including, without limitation, all reasonable
fees, charges and disbursements of counsel) which may be paid or incurred
by the Administrative Agent or by the Lenders in enforcing, or obtaining
advice of counsel in respect of, any of their rights under the guarantee
contained in this Section 10. The guarantee contained in this Section 10,
subject to Section 10.5, shall remain in full force and effect until the
Obligations are paid in full, the Revolving Credit Commitments are
terminated and no Letters of Credit are outstanding, notwithstanding that
from time to time prior thereto the Company may be free from any
Obligations.

Holdings agrees that whenever, at any time, or from time to time, it
shall make any payment to the Administrative Agent or any Lender on
account of its liability under this Section 10, it will notify the
Administrative Agent and such Lender in writing that such payment is made
under the guarantee contained in this Section 10 for such purpose. No
payment or payments made by the Company or any other Person or received or
collected by the Administrative Agent or any Lender from the Company or
any other Person by virtue of any action or proceeding or any setoff or
appropriation or application, at any time or from time to time, in
reduction of or in payment of the Obligations shall be deemed to modify,
reduce, release or otherwise affect the liability of Holdings under this
Section 10 which, notwithstanding any such payment or payments, shall
remain liable for the Obligations until, subject to Section 10.5, the
Obligations are paid in full, the Revolving Credit Commitments are
terminated and no Letters of Credit are outstanding.

10.2 No Subrogation, Contribution, Reimbursement or Indemnity.
Notwithstanding anything to the contrary in this Section 10, Holdings
hereby irrevocably waives all rights which may have arisen in connection
with the guarantee contained in this Section 10 to be subrogated to any of
the rights (whether contractual, under the Bankruptcy Code, including
Section 509 thereof, under common law or otherwise) of the Administrative
Agent or any Lender against the Company or against the Administrative
Agent or any Lender for the payment of the Obligations, until the
Obligations have been paid in full and the Revolving Credit Commitments
have been terminated. Holdings hereby further irrevocably waives all
contractual, common law, statutory and other rights of reimbursement,
contribution, exoneration or indemnity (or any similar right) from or
against the Company or any other Person which may have arisen in
connection with the guarantee contained in this Section 10, until the
Obligations have been paid in full and the Revolving Credit Commitments
have been terminated. So long as the Obligations remain outstanding, if
any amount shall be paid by or on behalf of the Company to Holdings on
account of any of the rights waived in this Section 10.2, such amount
shall be held by Holdings in trust, segregated from other funds of
Holdings, and shall, forthwith upon receipt by Holdings, be turned over to
the Administrative Agent in the exact form received by Holdings (duly
indorsed by Holdings to the Administrative Agent, if required), to be
applied against the Obligations, whether matured or unmatured, in such
order as the Administrative Agent may determine. The provisions of this
Section 10.2 shall survive the term of the guarantee contained in this
Section 10 and the payment in full of the Obligations and the termination
of the Revolving Credit Commitments.

10.3 Amendments, etc. with respect to the Obligations. Holdings
shall remain obligated under this Section 10 notwithstanding that, without
any reservation of rights against Holdings, and without notice to or
further assent by Holdings, any demand for payment of or reduction in the
principal amount of any of the Obligations made by the Administrative
Agent or any Lender may be rescinded by the Administrative Agent or such
Lender, and any of the Obligations continued, and the 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 the Administrative Agent or any Lender, and this Agreement,
any other Loan Document, and any other documents executed and delivered in

connection therewith may be amended, modified, supplemented or terminated,
in whole or in part, as the Lenders (or the Required Lenders, as the case
may be) may deem advisable from time to time, and any collateral security,
guarantee or right of offset at any time held by the Administrative Agent
or any Lender for the payment of the Obligations may be sold, exchanged,
waived, surrendered or released. Neither the Administrative Agent nor any
Lender shall have any obligation to protect, secure, perfect or insure any
Lien at any time held by it as security for the Obligations or for the
guarantee contained in this Section 10 or any property subject thereto.

10.4 Guarantee Absolute and Unconditional. Holdings waives any and
all notice of the creation, renewal, extension or accrual of any of the
Obligations and notice of or proof of reliance by the Administrative Agent
or any Lender upon the guarantee contained in this Section 10 or
acceptance of the guarantee contained in this Section 10; the Obligations,
and any of them, shall conclusively be deemed to have been created,
contracted or incurred, or renewed, extended, amended or waived, in
reliance upon the guarantee contained in this Section 10; and all dealings
between the Company or Holdings, on the one hand, and the Administrative
Agent and the Lenders, on the other, shall likewise be conclusively
presumed to have been had or consummated in reliance upon the guarantee
contained in this Section 10. Holdings waives diligence, presentment,
protest, demand for payment and notice of default or nonpayment to or upon
the Company or Holdings with respect to the Obligations. The guarantee
contained in this Section 10 shall be construed as a continuing, absolute,
irrevocable and unconditional guarantee of payment without regard to (a)
the validity or enforceability of this Agreement or any other Loan
Document, any of the Obligations or any collateral security therefor or
guarantee or right of offset with respect thereto at any time or from time
to time held by the Administrative Agent or any Lender, (b) any defense,
setoff or counterclaim (other than a defense of payment or performance)
which may at any time be available to or be asserted by the Company
against the Administrative Agent or any Lender, or (c) any other
circumstance whatsoever (with or without notice to or knowledge of the
Company or Holdings) which constitutes, or might be construed to
constitute, an equitable or legal discharge of the Company for the
Obligations, or of Holdings under the guarantee contained in this Section
10, in bankruptcy or in any other instance. When the Administrative Agent
or any Lender is pursuing its rights and remedies under this Section 10
against Holdings, the Administrative Agent or any Lender may, but shall be
under no obligation to, pursue such rights and remedies as it may have
against the Company or any other Person or against any collateral security
or guarantee for the Obligations or any right of offset with respect
thereto, and any failure by the Administrative Agent or any Lender to
pursue such other rights or remedies or to collect any payments from the
Company or any such other Person or to realize upon any such collateral
security or guarantee or to exercise any such right of offset, or any
release of the Company or any such other Person or of any such collateral
security, guarantee or right of offset, shall not relieve Holdings of any
liability under this Section 10, and shall not impair or affect the rights
and remedies, whether express, implied or available as a matter of law, of
the Administrative Agent and the Lenders against Holdings.

10.5 Reinstatement. The guarantee contained in this Section 10
shall continue to be effective, or be reinstated, as the case may be, if
at any time payment, or any part thereof, of any of the Obligations is
rescinded or must otherwise be restored or returned by the Administrative

Agent or any Lender upon the insolvency, bankruptcy, dissolution,
liquidation or reorganization of the Company or upon or as a result of the
appointment of a receiver, intervenor or conservator of, or trustee or
similar officer for, the Company or any substantial part of its property,
or otherwise, all as though such payments had not been made.

10.6 Payments. Holdings hereby agrees that any payments in respect
of the Obligations pursuant to this Section 10 will be paid to the
Administrative Agent without setoff or counterclaim in Dollars at the
office of the Administrative Agent specified in Section 11.2.

SECTION 11. MISCELLANEOUS

11.1 Amendments and Waivers. Neither this Agreement, any other
Loan Document, nor any terms hereof or thereof may be amended,
supplemented or modified except in accordance with the provisions of this
Section. With the written consent of the Required Lenders, the
Administrative Agent and each Loan Party party to the relevant Loan
Document may, from time to time, enter into written amendments,
supplements or modifications hereto and to the other Loan Documents for
the purpose of adding any provisions to this Agreement or the other Loan
Documents or changing in any manner the rights of the Lenders or of the
Company or the other Loan Parties hereunder or thereunder or waiving, on
such terms and conditions as the Administrative Agent may specify in such
instrument, any of the requirements of this Agreement or the other Loan
Documents or any Default or Event of Default and its consequences;
provided, that no such waiver and no such amendment, supplement or
modification shall directly (a) (i) release all or substantially all of
the Collateral or release all or substantially all of the Subsidiary
Guarantors from their obligations under the Subsidiary Guarantee (except,
in each case, in connection with any sale or other disposition of assets
expressly permitted by Section 7.6) or (ii) amend, modify or waive any
provision of Section 8(j) without the written consent of the Supermajority
Lenders; (b) forgive the principal amount or extend the final stated
maturity of any Loan, or reduce the stated rate of interest on any Loan or
extend the scheduled time of payment of interest thereon, or reduce any
fee or letter of credit commission payable to any Lender hereunder, or
release the Company from its obligation to repay any of the amounts
described in this clause (b), or increase the amount of any Lender's
Revolving Credit Commitment, in each case without the written consent of
each Lender directly affected thereby; (c) so long as the covenants
contained in Section 7.1(b) or 7.1(c) are incorporated by reference in the
Capital Lease Financing Facility, amend, modify or waive any provision of
Section 7.1(b) or 7.1(c), as the case may be, without the written consent
of the Specified Required Lenders; (d) amend, modify or waive any
provision of this Section 11.1 or reduce the percentage specified in the
definition of Required Lenders, Specified Required Lenders or
Supermajority Lenders, or consent to the assignment or transfer by
Holdings or the Company of any of its rights and obligations under this
Agreement and the other Loan Documents (except, in the case of Holdings,
as expressly contemplated by Section 7.5(c)), in each case without the
written consent of all the Lenders; (e) amend, modify or waive any
provision of Section 3 without the written consent of the Issuing Lender;
or (f) amend, modify or waive any provision of Section 9 without the
written consent of the then Administrative Agent; and provided, further,
that no exercise by the Administrative Agent of its discretion pursuant to
the introductory paragraphs of the definitions of "Eligible Inventory" and

"Eligible Receivables" which would significantly, and from the point of
view of the Lenders adversely, alter (a) the basis upon which Inventory or
Accounts are considered "Eligible Inventory" or "Eligible Receivables" or
(b) the calculation of any reserve in respect of Eligible Inventory or
Eligible Receivables, shall be effective unless the Required Lenders shall
have consented to such exercise in writing (which consent shall not be
unreasonably withheld). Any such waiver and any such amendment,
supplement or modification shall apply equally to each of the Lenders and
shall be binding upon the Company, the other Loan Parties, the Lenders,
the Administrative Agent and all future holders of the Loans. In the case
of any waiver, the Company, the other Loan Parties, the Lenders and the
Administrative Agent shall be restored to their former position and rights
hereunder and under 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.

11.2 Notices. All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing (including
by telecopy, telegraph or telex), and, unless otherwise expressly provided
herein, shall be deemed to have been duly given or made when delivered by
hand, or three days after being deposited in the mail, postage prepaid,
or, in the case of telecopy notice, when received, or, in the case of
telegraphic notice, when delivered to the telegraph company, or, in the
case of telex notice, when sent, answerback received, addressed as follows
in the case of Holdings, the Company and the Administrative Agent, and as
set forth in the administrative questionnaire delivered to the
Administrative Agent on or prior to the Effective Date in the case of the
other parties hereto, or to such other address as may be hereafter
notified by the respective parties hereto and any future holders of the
Loans:

Holdings: BCP/Essex Holdings Inc.
x/x Xxxxxxxx Xxxxxxxx, X.X.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxxx
Telecopy: 000-000-0000

with copies to: Essex Group, Inc. (at the address set forth below)

and Cravath, Swaine & Xxxxx
Worldwide Plaza
000 Xxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx X. Xxxxxxxxxx, Esq.
Telecopy: 212-474-3700

The Company: Essex Group, Inc.
0000 Xxxx Xxxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Attention: Xxxxx X. Xxxx
Telecopy: 000-000-0000

with copies to: BCP/Essex Holdings Inc. (at
the address set forth above)

and Cravath, Swaine & Xxxxx (at
the address set forth above)

The Administrative Agent: The Chase Manhattan Bank
c/o Chase Securities Inc.
00 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxxx X. Xxxxxxxx
Telecopy: 000-000-0000

with copies to: Chase Agent Bank Services Group
Grand Central Tower
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxx
Telecopy: 000-000-0000

provided that any notice, request or demand to or upon the Administrative
Agent or the Lenders pursuant to Section 2.2, 2.3, 2.6, 2.7, 2.9, 2.11 or
3.2 shall not be effective until received.

11.3 No Waiver; Cumulative Remedies. No failure to exercise and no
delay in exercising, on the part of the Administrative 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.

11.4 Survival of Representations and Warranties. All
representations and warranties made hereunder, under the other Loan
Documents and in any document, certificate or statement delivered pursuant
hereto or thereto or in connection herewith or therewith shall survive the
execution and delivery of this Agreement and the other Loan Documents.

11.5 Payment of Expenses and Taxes. The Company agrees (a) to pay
or reimburse the Administrative Agent for all its out-of-pocket costs and
expenses and internally allocated charges and reasonable fees incurred in
connection with the development, preparation and execution of this
Agreement and the other Loan Documents and any other documents prepared in
connection herewith or therewith, the consummation and administration of
the transactions contemplated hereby and thereby and the syndication of
the credit facilities contained herein, including, without limitation, the
reasonable fees, charges and disbursements of counsel (including any local
or special counsel) to the Administrative Agent and of any professionals
or consultants acting on behalf of the Administrative Agent in connection
with any audit or other review of the business, assets or financial
condition of the Loan Parties (including any examination of Accounts,
Inventory or other Collateral), (b) to pay or reimburse the Administrative
Agent for all its reasonable costs and expenses incurred in connection
with any amendment, supplement or other modification to this Agreement,
any other Loan Documents or any other documents prepared in connection

herewith or therewith, including, without limitation, reasonable fees,
charges and disbursements of counsel to the Administrative Agent, (c) to
pay or reimburse each Lender and the Administrative Agent for all its
reasonable costs and expenses incurred in connection with the enforcement
or preservation of any rights under this Agreement, the other Loan
Documents, the Letters of Credit, and any other documents prepared in
connection herewith or therewith, including, without limitation,
reasonable fees, charges and disbursements of counsel to the
Administrative Agent and to each Lender (including the reasonable
allocated costs of in-house counsel for any Lender), (d) to pay, indemnify
each Lender and the Administrative Agent against, and hold each Lender and
the Administrative Agent 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 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, the other Loan
Documents and any other documents prepared in connection herewith or
therewith, and (e) to pay, and indemnify and hold harmless each Lender and
the Administrative Agent and their respective officers, directors,
employees, affiliates, agents and controlling persons (each, an
"indemnitee") from and against, any and all other liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses, charges and disbursements of any kind or nature whatsoever
(including, without limitation, reasonable fees, charges and disbursements
of counsel to such indemnitee) with respect to the execution, delivery,
enforcement, performance and administration of this Agreement, the other
Loan Documents and any such other documents, or the use of the proceeds of
the Loans or the loans made pursuant to the Existing Credit Agreement, or
any claim, litigation, investigation or proceeding relating to any of the
foregoing, regardless of whether any indemnitee is a party thereto or
whether any such claim, litigation, investigation or proceeding is brought
by the Company or by any other Person, and to reimburse each indemnitee
upon demand for any legal or other reasonable expenses incurred in
connection with investigating or defending any of the foregoing (all the
foregoing, collectively, the "indemnified liabilities"); provided that the
Company shall have no obligation hereunder to any indemnitee with respect
to indemnified liabilities to the extent such indemnified liabilities are
found by a final and nonappealable decision of a court of competent
jurisdiction to have resulted primarily from the gross negligence or
willful misconduct of such indemnitee. The agreements in this Section
shall survive repayment of the Loans and all other amounts payable
hereunder.

11/6 Successors and Assigns; Assignments and Participations. (a)
This Agreement shall be binding upon and inure to the benefit of Holdings,
the Company, the Lenders, the Administrative Agent, all future holders of
the Loans, and their respective successors and assigns, except that
neither Holdings nor the Company may assign or transfer any of its rights
or obligations under this Agreement (except, in the case of Holdings, as
expressly contemplated by Section 7.5(c)) without the prior written
consent of each Lender.

(b) Each Lender may, with the prior consent of the Company, the
Issuing Lender and the Administrative Agent (such consent not to be
unreasonably withheld but in the case of the Company it shall be deemed

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reasonable for the Company to withhold its consent if as a result of any
assignment (x) the total number of Lenders would be greater than 20 or (y)
the Company would be required to pay any additional amounts pursuant to
Section 2.15 or 2.16), assign to one or more banks or other entities all
or a portion of its rights and obligations under this Agreement and the
other Loan Documents (including, without limitation, all or a portion of
its Revolving Credit Commitment and the Loans owing to it); provided,
however, that (i) in the case of each assignment of a Revolving Credit
Commitment, except in the case of an assignment of all of a Lender's
Revolving Credit Commitment, (x) the amount of the Revolving Credit
Commitment of the assigning Lender being assigned pursuant to each such
assignment (determined as of the date of the Assignment and Acceptance
with respect to such assignment) shall in no event be less than $5,000,000
or such lesser amount as the Company may consent to and (y) after giving
effect to each such assignment, the amount of the Revolving Credit
Commitment of the assigning Lender shall in no event be less than
$5,000,000, and (ii) the parties to each such assignment shall execute and
deliver to the Administrative Agent, for its acceptance and recording in
the Register, an Assignment and Acceptance and pay to the Administrative
Agent a processing and recordation fee of $4,000. Upon such execution,
delivery, acceptance and recording, from and after the effective date
specified in such Assignment and Acceptance, (x) the assignee thereunder
shall be a party hereto and, to the extent that rights and obligations
hereunder have been assigned to it pursuant to such Assignment and
Acceptance, have the rights and obligations of a Lender hereunder and (y)
the Lender assignor thereunder shall, to the extent that rights and
obligations hereunder have been assigned by it pursuant to such Assignment
and Acceptance, relinquish its rights and 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 Lender's rights and
obligations under this Agreement, such Lender shall cease to be a party
hereto). Upon the effectiveness of any Assignment and Acceptance,
Schedule 1.1A shall be deemed amended to reflect the identities and
Revolving Credit Commitments of the Lenders after giving effect thereto.

(c) By executing and delivering an Assignment and Acceptance, the
Lender assignor thereunder and the assignee thereunder confirm to and
agree with each other and the other parties hereto as follows: (i) other
than as provided in such Assignment and Acceptance, such assigning Lender
makes no representation or warranty and assumes no responsibility with
respect to any statements, warranties or representations made in or in
connection with this Agreement, the other Loan Documents or any other
instrument or document furnished pursuant hereto or thereto, or the
execution, legality, validity, enforceability, genuineness, sufficiency or
value of this Agreement, the other Loan Documents or any other instrument
or document furnished pursuant hereto or thereto; (ii) such assigning
Lender makes no representation or warranty and assumes no responsibility
with respect to the financial condition of the Company or any other Loan
Party or the performance or observance by the Company or any other Loan
Party of any of its obligations under this Agreement, the other Loan
Documents or any other instrument or document furnished pursuant hereto or
thereto; (iii) such assignee confirms that it has received a copy of this
Agreement, together with copies of the financial statements referred to in
Section 4.1 and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into
such Assignment and Acceptance; (iv) such assignee will, independently and
without reliance upon the Administrative Agent, such assigning Lender or

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any other Lender and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under this Agreement, the other Loan Documents
or any other instrument or document furnished pursuant hereto or thereto;
(v) such assignee appoints and authorizes the Administrative Agent to take
such action as agent on its behalf and to exercise such powers and
discretion under this Agreement, the other Loan Documents or any other
instrument or document furnished pursuant hereto or thereto as are
delegated to the Administrative Agent by the terms hereof or thereof,
together with such powers and discretion as are reasonably incidental
thereto; and (vi) such assignee agrees that it will perform in accordance
with their terms all of the obligations that by the terms of this
Agreement are required to be performed by it as a Lender.

(d) The Administrative Agent, on behalf of the Company, shall
maintain at the address of the Administrative Agent referred to in Section
11.2 a copy of each Assignment and Acceptance delivered to it and a
register (the "Register") for the recordation of the names and addresses
of the Lenders and the Revolving Credit Commitment of, and principal
amount of the Loans owing to, each Lender from time to time. The entries
in the Register shall be conclusive, in the absence of manifest error, and
the Company, the Administrative Agent and the Lenders shall treat each
Person whose name is recorded in the Register as the owner of a Loan or
other obligation hereunder as the owner thereof for all purposes of this
Agreement and the other Loan Documents, notwithstanding any notice to the
contrary. Any assignment of any Loan or other obligation hereunder shall
be effective only upon appropriate entries with respect thereto being made
in the Register. The Register shall be available for inspection by the
Company 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 accepted by an
assigning Lender and an assignee, the Administrative Agent shall, if such
Assignment and Acceptance has been completed and is in substantially the
form of Exhibit I, (i) accept such Assignment and Acceptance, (ii) record
the information contained therein in the Register and (iii) give prompt
notice thereof to the Company.

(f) Each Lender may sell participations to one or more banks or
other entities (each, a "Participant") in all or a portion of its rights
and obligations under this Agreement (including, without limitation, all
or a portion of its Revolving Credit Commitment and the Loans owing to
it); provided, however, that (i) such Lender's obligations under this
Agreement (including, without limitation, its Revolving Credit Commitment
to the Company hereunder) shall remain unchanged, (ii) such Lender shall
remain solely responsible to the other parties hereto for the performance
of such obligations, (iii) for purposes of Section 2.16, such Lender shall
continue to be treated as if it had not sold any such participation, such
that no Participant shall have any right to any indemnity or additional
payment under such Section, and such Lender shall be entitled to receive
additional payments pursuant to such Section calculated on the assumption
that it had not sold any such participation, (iv) the Company, the
Administrative Agent and the other Lenders shall continue to deal solely
and directly with such Lender in connection with such Lender's rights and
obligations under this Agreement and (v) no Participant under any such
participation shall have any right to approve any amendment or waiver of
any provision of any Loan Document, or any consent to any departure by any

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Loan Party therefrom, except to the extent that such amendment, waiver or
consent would reduce the principal of, or interest on, the Loans or any
fees payable hereunder, in each case to the extent subject to such
participation, or postpone the date of the final maturity of, or any date
fixed for any payment of interest on, the Loans, in each case to the
extent subject to such participation. Notwithstanding the foregoing, the
Company agrees that each such Participant shall, to the extent provided in
its participation, be entitled to the rights and benefits under Sections
2.14 and 2.16 and all rights to, or rights to request, information under
this Agreement with respect to its participating interest, in each case as
if such Participant were a Lender and in each case as with effect as from
the date of effectiveness of the applicable participation.

(g) The Company authorizes each Lender to disclose to any
Participant or assignee (each, a "Transferee") and any prospective
Transferee any and all financial information in such Lender's possession
concerning the Company and its Affiliates which has been delivered to such
Lender by or on behalf of the Company pursuant to this Agreement or which
has been delivered to such Lender by or on behalf of the Company in
connection with such Lender's credit evaluation of the Company and its
Affiliates prior to becoming a party to this Agreement; provided, that,
unless the Administrative Agent and the Company shall otherwise agree,
prior to any such disclosure such Transferee shall have executed a
Confidentiality Letter in the form of Exhibit L.

(h) Nothing herein shall prohibit any Lender from pledging or
assigning all or any portion of its Loans to any Federal Reserve Bank in
accordance with applicable law. In order to facilitate such pledge or
assignment, the Company hereby agrees that, upon request of any Lender at
any time and from time to time, the Company shall provide to such Lender,
at the Company's own expense, a promissory note, in form and substance
reasonably satisfactory to the Company, evidencing the Loans so pledged or
assigned Lender.

(i) If, after the date that any Lender becomes a Lender, the long-
term certificate of deposit rating of such Lender shall be downgraded by
both Standard & Poor's Ratings Services ("S&P") and Xxxxx'x Investors
Service, Inc. ("Moody's") (or, in the case of any Lender which is not so
rated by both S&P and Moody's on the date on which it becomes a Lender, by
Xxxxxxxx'x BankWatch and, if applicable, S&P or Moody's), and as a result
of such downgrade such Lender shall be rated below BBB- by S&P and below
Baa3 by Moody's, or the equivalent (or, in the case of any Lender which is
not so rated by both S&P and Moody's on the date on which it becomes a
Lender, below C by Xxxxxxxx'x BankWatch and, if applicable, below BBB- by
S&P or below Baa3 by Moody's, or the equivalent), then the Issuing Lender
shall have the right, but not the obligation, at its own expense, upon
notice to such Lender and the Administrative Agent, to replace (or to
request that the Company use its reasonable efforts to replace) such
Lender with an assignee (in accordance with and subject to the
restrictions contained in Section 11.6(b)), and such Lender hereby agrees
to transfer and assign without recourse (in accordance with and subject to
the restrictions contained in Section 11.6(b)) all its interests, rights
and obligations hereunder to such assignee; provided, that (i) no such
assignment shall conflict with any Requirement of Law of any Governmental
Authority and (ii) the Issuing Lender or such assignee, as the case may
be, shall pay to such Lender in immediately available funds on the date of
such assignment the principal of and interest accrued to the date of

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payment of the Loans made by such Lender hereunder and all other amounts
accrued for such Lender's account or owed to it hereunder.

11.7 Adjustments; Setoff.

(a) Except to the extent that this Agreement provides for payments
to be allocated to Revolving Credit Loans or Competitive Loans, as the
case may be, if any Lender (a "benefitted Lender") shall at any time
receive any payment of all or part of any category of its Loans, or
interest thereon, or receive any collateral in respect thereof (whether
voluntarily or involuntarily, by setoff, pursuant to events or proceedings
of the nature referred to in Section 8(f), or otherwise), in a greater
proportion than any such payment to or collateral received by any other
Lender, if any, in respect of such other Lender's Loans, or interest
thereon, such benefitted Lender shall purchase for cash from the other
Lenders such portion of each such other Lender's Loans, or shall provide
such other Lenders with the benefits of any such collateral, or the
proceeds thereof, as shall be necessary to cause such benefitted Lender to
share the excess payment or benefits of such collateral or proceeds
ratably with each of the Lenders; provided, however, that if all or any
portion of such excess payment or benefits is thereafter recovered from
such benefitted Lender, such purchase shall be rescinded, and the purchase
price and benefits returned, to the extent of such recovery, but without
interest. The Company agrees that each Lender so purchasing a portion of
another Lender's Loans may exercise all rights of payment (including,
without limitation, rights of setoff) with respect to such portion as
fully as if such Lender were the direct holder of such portion.

(b) In addition to any rights and remedies of the Lenders provided
by law, upon the occurrence and during the continuance of an Event of
Default, each Lender shall have the right, without prior notice to
Holdings or the Company, any such notice being expressly waived by
Holdings and the Company to the extent permitted by applicable law, upon
any amount becoming due and payable by Holdings or the Company hereunder
(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 Lender or any branch or
agency thereof to or for the credit or the account of Holdings or the
Company. Each Lender agrees promptly to notify Holdings, the Company and
the Administrative Agent after any such setoff and application made by
such Lender; provided that the failure to give such notice shall not
affect the validity of such setoff and application.

11.8 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 the Company and the Administrative
Agent.

11.9 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

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any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other
jurisdiction.

11.10 Releases. Each Lender hereby authorizes the Administrative
Agent to execute such releases and termination statements as may be
reasonably requested by the Company in connection with the incurrence of
any Lien expressly permitted by Section 7.3 (as said Section may be
amended from time to time in accordance with Section 11.1).

11.11 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

11.12 Submission To Jurisdiction; Waivers. Each of Holdings and the
Company 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 judgment 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 Holdings or the Company, as the case may be, at
its address set forth in Section 11.2 or at such other address of
which the Administrative 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 xxx in any other jurisdiction; and

(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 Section 11.12 any special, exemplary,
punitive or consequential damages.

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11.13 Acknowledgements. Each of Holdings and the Company hereby
acknowledges that:

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

(b) neither the Administrative Agent nor any Lender has any
fiduciary relationship to Holdings or the Company, and the
relationship between Administrative Agent and Lenders, on one hand,
and Holdings and the Company, on the other hand, is solely that of
creditor and debtor; and

11.14 WAIVERS OF JURY TRIAL. HOLDINGS, THE COMPANY, THE
ADMINISTRATIVE AGENT AND EACH OF THE LENDERS HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING
RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY
COUNTERCLAIM THEREIN.

11.15 Confidentiality. Neither the Administrative Agent nor any
Lender shall disclose any Confidential Information to any Person without
the prior consent of the Company, other than (a) to the Administrative
Agent's or such Lender's affiliates and their officers, directors,
employees, agents and advisors, (b) to actual or prospective assignees and
participants, and then only on a confidential basis as contemplated in
Section 11.6(g) and upon the prior delivery of the confidentiality letter
contemplated therein, (c) as required by any law, rule or regulation or
judicial process and (d) as requested or required by any state, federal or
foreign authority or examiner regulating or having jurisdiction over the
Administrative Agent or any Lender.

11.16 New Lenders; Commitment Increases. (a) With the consent of
the Company and the Administrative Agent (which, in the case of the
Administrative Agent, shall not be unreasonably withheld), (i) one or more
additional banks or other financial institutions may become a party to
this Agreement by executing a supplement hereto, in form and substance
satisfactory to such bank or other financial institution, the Company and
the Administrative Agent, whereupon such bank or other financial
institution (herein called a "New Lender") shall become a Lender for all
purposes hereof and to the same extent as if originally a party hereto and
shall be bound by and entitled to the benefits of this Agreement, and
Schedule 1.1A hereto shall be deemed to be amended to add the name,
address and Revolving Credit Commitment of such New Lender and (ii) any
Lender may increase the amount of its Revolving Credit Commitment by
executing a supplement hereto, in form and substance satisfactory to such
Lender, the Company and the Administrative Agent, whereupon such Lender
shall be bound by and entitled to the benefits of this Agreement with
respect to the full amount of its Revolving Credit Commitment as so
increased, and Schedule 1.1A hereto shall be deemed to be amended to
reflect such increase in the Revolving Credit Commitment of such Lender.
In no event may the aggregate Revolving Credit Commitments be increased
above $400,000,000 pursuant to any supplement described in this Section
11.16(a).

106

(b) If on the date upon which a bank or other financial
institution becomes a New Lender or upon which a Lender's Revolving Credit
Commitment is changed pursuant to Section 11.16(a), any Revolving Credit
Loans are then outstanding, the Company shall borrow Revolving Credit
Loans from such Lender in an amount such that, after giving effect
thereto, the quotient of (x) the Revolving Credit Loans of such Lender of
each Type (and, in the case of Eurodollar Revolving Credit Loans, of each
Eurodollar Tranche) and (y) such Lender's Revolving Credit Commitment is
equal to the comparable quotient of each other Lender. Any Eurodollar
Revolving Credit Loans borrowed pursuant to the preceding sentence shall
bear interest at a rate equal to the respective interest rates then
applicable to the Eurodollar Revolving Credit Loans of the other Lenders
in the same Eurodollar Tranche or such other rate as may be agreed upon by
the Company and such Lender.

11.17 INTEGRATION. THIS AGREEMENT REPRESENTS THE ENTIRE AGREEMENT
OF HOLDINGS, THE COMPANY, THE ADMINISTRATIVE AGENT AND THE LENDERS WITH
RESPECT TO THE SUBJECT MATTER HEREOF, WHICH AGREEMENT MAY NOT BE
CONTRADICTED BY EVIDENCE OF ANY PRIOR OR CONTEMPORANEOUS ORAL AGREEMENT
BETWEEN OR AMONG ANY OF THE PARTIES HERETO, AND THERE ARE NO PROMISES,
UNDERTAKINGS, REPRESENTATIONS OR WARRANTIES BY THE ADMINISTRATIVE AGENT OR
ANY LENDER RELATIVE TO THE SUBJECT MATTER HEREOF NOT EXPRESSLY SET FORTH
OR REFERRED TO HEREIN OR IN THE OTHER LOAN DOCUMENTS.

* * *

107

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

BCP/ESSEX HOLDINGS INC.

By: /s/ Xxxxx X. Xxxx
-----------------------------
Name: Xxxxx X. Xxxx
Title: Vice President

ESSEX GROUP, INC.

By: /s/ Xxxxx X. Xxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxx
Title: Senior Vice President

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

By: /s/ Xxxxxxxx Xxxxxxx, Xx.
-----------------------------
Name: X. Xxxxxxx
Title: Vice President and
Attorney-in-fact

BANK OF AMERICA ILLINOIS, as Co-Lead
Agent and as a Lender

By: /s/ R. Xxx Xxxxxxxxx
_____________________________
Name: R. Xxx Xxxxxxxxx
Title: Managing Director

THE BANK OF NEW YORK, as Co-Agent
and as a Lender

By: /s/ Xxxx X. Xxxxx, Xx.
-----------------------------
Name: Xxxx X. Xxxxx, Xx.
Title: Vice President

THE BANK OF NOVA SCOTIA, as Co-Agent
and as a Lender

By: /s/ M.D. Xxxxx
-----------------------------
Name: M.D. Xxxxx
Title: Agent

108

COMERICA BANK, as Co-Agent and as
a Lender

By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President

109

NBD BANK, N.A., as Co-Agent and
as a Lender

By: /s/ Xxxx X. Xxxxxxx
-----------------------------
Name: Xxxx X. Xxxxxxx
Title: Vice President

THE LONG-TERM CREDIT BANK OF JAPAN,
LIMITED, NEW YORK BRANCH, as Co-Agent
and as a Lender

By: /s/ Xxxxxxx Xxxxxx
----------------------------
Name: Xxxxxxx Xxxxxx
Title: Deputy General Manager

NATIONSBANK, N.A., as Co-Agent
and as a Lender

By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President

FORT XXXXX NATIONAL BANK, as a Lender

By: /s/ Xxxxxx X. Xxxxxxxx
-----------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President

MELLON BANK, N.A., as a Lender

By: /s/ Xxxxx X. Xxxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President

NATIONAL CITY BANK OF INDIANA,
as a Lender

By: /s/ Xxxxxx K. Xxxx
-----------------------------
Name: Xxxxxx K. Xxxx
Title: Vice President

UNITED STATES NATIONAL BANK
OF OREGON, as a Lender

110

By: /s/ Xxxxx X. Xxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President

NORWEST BANK INDIANA,
NATIONAL ASSOCIATION, as a Lender

By: /s/ Xxxx-Xx Xxxxxx
-----------------------------
Name: Xxxx-Xx Xxxxxx
Title: Asst. Vice President

XXX XXXXXX AMERICAN CAPITAL PRIME
RATE INCOME TRUST, as a Lender

By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Sr. Vice President,
Portfolio Mgr.

BANK OF MONTREAL, as a Lender

By: /s/ Xxxx X. Xxxxxx
-----------------------------
Name: Xxxx X. Xxxxxx
Title: Director

BHF-BANK AKTIENGELSELLSCHAFT, as
a Lender

By: /s/ Xxxx Xxxxx/Xxxx Xxxxxx
----------------------------
Name: Xxxx Xxxxx/Xxxx Xxxxxx
Title: AVP/XX

XXXXXX NATIONALE DE CREDIT AGRICOLE,
as a Lender

By: /s/ Xxxx Xxxxxx
----------------------------
Name: Xxxx Xxxxxx
Title: Senior Vice President,
Branch Manager

KEY BANK NATIONAL ASSOCIATION,
as a Lender

By: /s/ Xxxxxxx X. Tudhey

111

----------------------------
Name: Xxxxxxx X. Tudhey
Title: Assistant Vice President

TABLE OF CONTENTS

Page

SECTION 1. DEFINITIONS . . . . . . . . . . . . . . . . . . . . 1
1.1 Defined Terms . . . . . . . . . . . . . . . . . . . 1
1.2 Other Definitional Provisions; Financial
Calculations . . . . . . . . . . . . . . . . . . . 28

SECTION 2. THE REVOLVING CREDIT COMMITMENTS . . . . . . . . . 29
2.1 Revolving Credit Commitments . . . . . . . . . . . 29
2.2 Procedure for Revolving Credit Borrowing . . . . . 29
2.3 Competitive Borrowings . . . . . . . . . . . . . . 30
2.4 Fees . . . . . . . . . . . . . . . . . . . . . . . 33
2.5 Evidence of Loans; Repayment . . . . . . . . . . . 33
2.6 Termination or Reduction of Revolving Credit
Commitments . . . . . . . . . . . . . . . . . . . . 33
2.7 Optional Prepayments . . . . . . . . . . . . . . . 33
2.8 Mandatory Prepayments . . . . . . . . . . . . . . . 34
2.9 Conversion and Continuation Options . . . . . . . . 35
2.10 Minimum Amounts and Maximum Number of Eurodollar
Tranches . . . . . . . . . . . . . . . . . . . . . 35
2.11 Interest Rates and Payment Dates . . . . . . . . . 36
2.12 Computation of Interest and Fees . . . . . . . . . 36
2.13 Inability to Determine Interest Rate . . . . . . . 37
2.14 Pro Rata Treatment and Payments . . . . . . . . . . 37
2.15 Requirements of Law . . . . . . . . . . . . . . . . 38
2.16 Taxes . . . . . . . . . . . . . . . . . . . . . . . 39
2.17 Indemnity . . . . . . . . . . . . . . . . . . . . . 41
2.18 Replacement Lenders . . . . . . . . . . . . . . . . 42

SECTION 3. LETTERS OF CREDIT . . . . . . . . . . . . . . . . . 42
3.1 L/C Commitment . . . . . . . . . . . . . . . . . . 42
3.2 Procedure for Issuance of Letters of Credit . . . . 43
3.3 Fees and Other Charges . . . . . . . . . . . . . . 43
3.4 L/C Participations . . . . . . . . . . . . . . . . 44
3.5 Drawing and Reimbursement . . . . . . . . . . . . . 44
3.6 Obligations Absolute . . . . . . . . . . . . . . . 45
3.7 Letter of Credit Payments . . . . . . . . . . . . . 45
3.8 Application . . . . . . . . . . . . . . . . . . . . 45
3.9 Notices and Reports . . . . . . . . . . . . . . . . 45

SECTION 4. REPRESENTATIONS AND WARRANTIES . . . . . . . . . . 46
4.1 Financial Condition . . . . . . . . . . . . . . . . 46
4.2 No Change . . . . . . . . . . . . . . . . . . . . . 47
4.3 Corporate Existence; Compliance with Law . . . . . 47
4.4 Corporate Power; Authorization; Enforceable
Obligations . . . . . . . . . . . . . . . . . . . . 47
4.5 No Legal Bar . . . . . . . . . . . . . . . . . . . 48
4.6 No Material Litigation . . . . . . . . . . . . . . 48
4.7 No Default . . . . . . . . . . . . . . . . . . . . 48
4.8 Ownership of Property; Liens . . . . . . . . . . . 48
4.9 Intellectual Property . . . . . . . . . . . . . . . 49
4.10 No Burdensome Restrictions . . . . . . . . . . . . 49
4.11 Taxes . . . . . . . . . . . . . . . . . . . . . . . 49
4.12 Federal Regulations . . . . . . . . . . . . . . . . 49
4.13 Labor Matters . . . . . . . . . . . . . . . . . . . 49
4.14 ERISA . . . . . . . . . . . . . . . . . . . . . . . 50
4.15 Investment Company Act; Other Regulations . . . . . 50
4.16 Subsidiaries . . . . . . . . . . . . . . . . . . . 50

Page

4.17 Purpose of Loans . . . . . . . . . . . . . . . . . 50
4.18 Environmental Matters . . . . . . . . . . . . . . . 50
4.19 Accuracy of Information . . . . . . . . . . . . . . 51
4.20 Security Documents . . . . . . . . . . . . . . . . 52
4.21 Solvency . . . . . . . . . . . . . . . . . . . . . 52
4.22 Insurance . . . . . . . . . . . . . . . . . . . . . 52
4.23 Regulation H . . . . . . . . . . . . . . . . . . . 53
SECTION 5. CONDITIONS PRECEDENT . . . . . . . . . . . . . . . 53
5.1 Conditions to Effectiveness . . . . . . . . . . . . 53
5.2 Conditions to Each Extension of Credit . . . . . . 56

SECTION 6. AFFIRMATIVE COVENANTS . . . . . . . . . . . . . . . 56
6.1 Financial Statements . . . . . . . . . . . . . . . 56
6.2 Certificates; Other Information . . . . . . . . . . 57
6.3 Payment of Obligations . . . . . . . . . . . . . . 58
6.4 Conduct of Business and Maintenance of Existence . 58
6.5 Maintenance of Property; Insurance . . . . . . . . 58
6.6 Inspection of Property; Books and Records;
Discussions . . . . . . . . . . . . . . . . . . . . 59
6.7 Notices . . . . . . . . . . . . . . . . . . . . . . 59
6.8 Environmental Laws . . . . . . . . . . . . . . . . 60
6.9 Interest Rate Protection . . . . . . . . . . . . . 61
6.10 Additional Collateral . . . . . . . . . . . . . . . 61

SECTION 7. NEGATIVE COVENANTS . . . . . . . . . . . . . . . . 62
7.1 Financial Condition Covenants . . . . . . . . . . . 63
7.2 Limitation on Indebtedness . . . . . . . . . . . . 63
7.3 Limitation on Liens . . . . . . . . . . . . . . . . 65
7.4 Limitation on Guarantee Obligations . . . . . . . . 67
7.5 Limitations on Fundamental Changes . . . . . . . . 67
7.6 Limitation on Sale of Assets . . . . . . . . . . . 68
7.7 Limitation on Leases . . . . . . . . . . . . . . . 69
7.8 Limitation on Dividends . . . . . . . . . . . . . . 69
7.9 Limitation on Negative Pledge Clauses . . . . . . . 70
7.10 Limitation on Capital Expenditures, Investments,
Loans and Advances . . . . . . . . . . . . . . . . 70
7.11 Limitation on Optional Payments and Modifications
of Certain Agreements . . . . . . . . . . . . . . . 72
7.12 Transactions with Affiliates . . . . . . . . . . . 73
7.13 Corporate Documents . . . . . . . . . . . . . . . . 73
7.14 Fiscal Year . . . . . . . . . . . . . . . . . . . . 73
7.15 Limitation on Activities of Holdings . . . . . . . 73

SECTION 8. EVENTS OF DEFAULT . . . . . . . . . . . . . . . . . 74

SECTION 9. THE AGENT . . . . . . . . . . . . . . . . . . . . . 77
9.1 Appointment . . . . . . . . . . . . . . . . . . . . 77
9.2 Delegation of Duties . . . . . . . . . . . . . . . 77
9.3 Exculpatory Provisions . . . . . . . . . . . . . . 77
9.4 Reliance by Agent . . . . . . . . . . . . . . . . . 77
9.5 Notice of Default . . . . . . . . . . . . . . . . . 78
9.6 Non-Reliance on Agent and Other Lenders . . . . . . 78
9.7 Indemnification . . . . . . . . . . . . . . . . . . 78
9.8 Agent in Its Individual Capacity . . . . . . . . . 79
9.9 Successor Agent . . . . . . . . . . . . . . . . . . 79
9.10 Co-Lead Agent and Co-Agents . . . . . . . . . . . . 79

Page

SECTION 10. GUARANTEE . . . . . . . . . . . . . . . . . . . . 79
10.1 Guarantee . . . . . . . . . . . . . . . . . . . . . 79
10.2 No Subrogation, Contribution, Reimbursement or
Indemnity . . . . . . . . . . . . . . . . . . . . . 80
10.3 Amendments, etc. with respect to the Obligations . 80
10.4 Guarantee Absolute and Unconditional . . . . . . . 80
10.5 Reinstatement . . . . . . . . . . . . . . . . . . . 81
10.6 Payments . . . . . . . . . . . . . . . . . . . . . 81

SECTION 11. MISCELLANEOUS . . . . . . . . . . . . . . . . . . 81
11.1 Amendments and Waivers . . . . . . . . . . . . . . 81
11.2 Notices . . . . . . . . . . . . . . . . . . . . . . 82
11.3 No Waiver; Cumulative Remedies . . . . . . . . . . 83
11.4 Survival of Representations and Warranties . . . . 83
11.5 Payment of Expenses and Taxes . . . . . . . . . . . 83
11.6 Successors and Assigns; Assignments and
Participations . . . . . . . . . . . . . . . . . . 84
11.7 Adjustments; Setoff . . . . . . . . . . . . . . . . 87
11.8 Counterparts . . . . . . . . . . . . . . . . . . . 87
11.9 Severability . . . . . . . . . . . . . . . . . . . 87
11.10 Releases . . . . . . . . . . . . . . . . . . . . . 88
11.11 GOVERNING LAW . . . . . . . . . . . . . . . . . . . 88
11.12 Submission To Jurisdiction; Waivers . . . . . . . . 88
11.13 Acknowledgements . . . . . . . . . . . . . . . . . 88
11.14 WAIVERS OF JURY TRIAL . . . . . . . . . . . . . . . 88
11.15 Confidentiality . . . . . . . . . . . . . . . . . . 89
11.16 New Lenders; Commitment Increases . . . . . . . . . 89
11.17 INTEGRATION . . . . . . . . . . . . . . . . . . . . 89

Page

SCHEDULES:

1.1A Revolving Credit Commitments, Addresses
1.1B Mortgaged Properties
1.1C Terms of Preferred Stock
4.1(b) Liabilities, etc.
4.5 Legal Bar
4.8 Owned and Leased Properties
4.9 Patents and Trademarks
4.16 Subsidiaries
4.20(b) UCC Filing Jurisdictions
4.20(c) Mortgage Filing Jurisdictions
5.1(g) Local Counsel
7.2(c) Existing Indebtedness
7.3(f) Existing Liens
7.7(a) Existing Leases
7.11 Terms of Preferred Stock

EXHIBITS:

A Form of Intercompany Note
B-1 Form of Borrowing Base Certificate
B-2 Form of Senior Note Indenture Revolving Credit Incurrence
Limit
Certificate
C-1 Form of Competitive Accept/Reject Letter
C-2 Form of Competitive Advance Invitation
C-3 Form of Competitive Advance Offer
C-4 Form of Competitive Advance Request
D-1 Form of Company Pledge Agreement
D-2 Form of Holdings Pledge Agreement
D-3 Form of Subsidiary Pledge Agreement
E-1 Form of Company Security Agreement
E-2 Form of Holdings Security Agreement
E-3 Form of Subsidiary Security Agreement
F Form of Subsidiary Guarantee
G-1 Form of Opinion of Cravath, Swaine & Xxxxx
G-2 Form of General Counsel Opinion
G-3 Form of Local Counsel Opinion
H Form of Closing Certificate
I Form of Assignment and Acceptance
J Form of Mortgage
K Form of Compliance Certificate
L Form of Confidentiality Letter

EXECUTION COPY

--------------------------------------------------------------------------

$370,000,000

CREDIT AGREEMENT

Dated as of October 31, 1996

among

BCP/ESSEX HOLDINGS INC.,

ESSEX GROUP, INC.,

THE LENDERS NAMED HEREIN

and

THE CHASE MANHATTAN BANK,
as Administrative Agent

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Table of Contents

CREDIT AGREEMENT, dated as of October 31, 1996, among BCP/ESSEX HOLDINGS INC., a Delaware corporation ("BCP Holdings"), ESSEX GROUP, INC., a Michigan corporation (the "Company"), the several banks and other financial institutions from time to time...

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