CREDIT AGREEMENT among

Exhibit 10.1

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CREDIT AGREEMENT

among

FSC SEMICONDUCTOR CORPORATION,

XXXXXXXXX SEMICONDUCTOR CORPORATION,

VARIOUS BANKS,

BANKERS TRUST COMPANY,
as ADMINISTRATIVE AGENT,

CREDIT SUISSE FIRST BOSTON,
as SYNDICATION AGENT,

and

CANADIAN IMPERIAL BANK OF COMMERCE,
as DOCUMENTATION AGENT

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Dated as of March 11, 1997
and
Amended and Restated as of December 31, 1997

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$295,000,000

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TABLE OF CONTENTS

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SECTION 1. Amount and Terms of Credit. . . . . . . . . . . . . . . . . . . 1
1.01 The Commitments . . . . . . . . . . . . . . . . . . . . . . . . 1
1.02 Minimum Amount of Each Borrowing. . . . . . . . . . . . . . . . 5
1.03 Notice of Borrowing . . . . . . . . . . . . . . . . . . . . . . 5
1.04 Disbursement of Funds . . . . . . . . . . . . . . . . . . . . . 6
1.05 Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
1.06 Conversions . . . . . . . . . . . . . . . . . . . . . . . . . . 9
1.07 Pro Rata Borrowings . . . . . . . . . . . . . . . . . . . . . . 9
1.08 Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
1.09 Interest Periods. . . . . . . . . . . . . . . . . . . . . . . . 11
1.10 Increased Costs, Illegality, etc. . . . . . . . . . . . . . . . 12
1.11 Compensation. . . . . . . . . . . . . . . . . . . . . . . . . . 14
1.12 Change of Lending Office. . . . . . . . . . . . . . . . . . . . 15
1.13 Replacement of Banks. . . . . . . . . . . . . . . . . . . . . . 15

SECTION 2. Letters of Credit . . . . . . . . . . . . . . . . . . . . . . . 17
2.01 Letters of Credit . . . . . . . . . . . . . . . . . . . . . . . 17
2.02 Letter of Credit Requests . . . . . . . . . . . . . . . . . . . 18
2.03 Letter of Credit Participations . . . . . . . . . . . . . . . . 19
2.04 Agreement to Repay Letter of Credit Drawings. . . . . . . . . . 21
2.05 Increased Costs . . . . . . . . . . . . . . . . . . . . . . . . 22

SECTION 3. Commitment Commission; Fees; Reductions of Commitment . . . . . 23
3.01 Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
3.02 Voluntary Termination of Unutilized Commitments . . . . . . . . 24
3.03 Mandatory Reduction of Commitments. . . . . . . . . . . . . . . 25

SECTION 4. Prepayments; Payments; Taxes. . . . . . . . . . . . . . . . . . 26
4.01 Voluntary Prepayments . . . . . . . . . . . . . . . . . . . . . 26
4.02 Mandatory Repayments and Commitment Reductions. . . . . . . . . 27
4.03 Method and Place of Payment . . . . . . . . . . . . . . . . . . 35
4.04 Net Payments; Taxes . . . . . . . . . . . . . . . . . . . . . . 35

(i)

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SECTION 5. Conditions Precedent to Restatement Effective Date. . . . . . . 38
5.01 Execution of Agreement; Notes . . . . . . . . . . . . . . . . . 38
5.02 Fees, etc.. . . . . . . . . . . . . . . . . . . . . . . . . . . 38
5.03 Opinion of Counsel. . . . . . . . . . . . . . . . . . . . . . . 38
5.04 Corporate Documents; Proceedings; etc.. . . . . . . . . . . . . 38
5.05 Employee Benefit Plans; Shareholders' Agreements; Management
Agreements; Debt Agreements; Tax Sharing Agreements . . . . . 39
5.06 Consummation of Acquisition . . . . . . . . . . . . . . . . . . 41
5.07 Indebtedness. . . . . . . . . . . . . . . . . . . . . . . . . . 41
5.08 Subsidiary Credit Parties; etc. . . . . . . . . . . . . . . . . 42
5.09 Pledge Agreement. . . . . . . . . . . . . . . . . . . . . . . . 42
5.10 Security Agreement. . . . . . . . . . . . . . . . . . . . . . . 42
5.11 Mortgage Amendments . . . . . . . . . . . . . . . . . . . . . . 43
5.12 Consent Letter. . . . . . . . . . . . . . . . . . . . . . . . . 43
5.13 Adverse Change; Governmental Approvals; etc.. . . . . . . . . . 44
5.14 Litigation. . . . . . . . . . . . . . . . . . . . . . . . . . . 44
5.15 Solvency Certificate; Environmental Analyses; Insurance . . . . 45
5.16 Pro Forma Balance Sheet; Financial Statements; Projections. . . 45
5.17 Senior Indebtedness . . . . . . . . . . . . . . . . . . . . . . 45
5.18 Refinancing; Original Credit Agreement; etc . . . . . . . . . . 46
5.19 Officer's Certificate . . . . . . . . . . . . . . . . . . . . . 46

SECTION 6. Conditions Precedent to All Credit Events . . . . . . . . . . . 47
6.01 No Default; Representations and Warranties. . . . . . . . . . . 47
6.02 Notice of Borrowing; Letter of Credit Request . . . . . . . . . 47
6.03 Officers' Certificate for Certain Credit Events . . . . . . . . 47

SECTION 7. Representations, Warranties and Agreements . . . . . . . . . . . 48
7.01 Corporate Status . . . . . . . . . . . . . . . . . . . . . . . . 48
7.02 Corporate Power and Authority. . . . . . . . . . . . . . . . . . 48
7.03 No Violation . . . . . . . . . . . . . . . . . . . . . . . . . . 49
7.04 Governmental Approvals . . . . . . . . . . . . . . . . . . . . . 49
7.05 Financial Statements; Financial Condi; Undisclosed
Liabilities; Projections; etc. . . . . . . . . . . . . . . . . 49

(ii)

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7.06 Litigation. . . . . . . . . . . . . . . . . . . . . . . . . . . 52
7.07 True and Complete Disclosure. . . . . . . . . . . . . . . . . . 52
7.08 Use of Proceeds; Margin Regulations . . . . . . . . . . . . . . 52
7.09 Tax Returns and Payments. . . . . . . . . . . . . . . . . . . . 52
7.10 Compliance with ERISA . . . . . . . . . . . . . . . . . . . . . 53
7.11 The Security Documents. . . . . . . . . . . . . . . . . . . . . 54
7.12 Representations and Warranties in Documents . . . . . . . . . . 56
7.13 Properties. . . . . . . . . . . . . . . . . . . . . . . . . . . 56
7.14 Capitalization. . . . . . . . . . . . . . . . . . . . . . . . . 56
7.15 Subsidiaries. . . . . . . . . . . . . . . . . . . . . . . . . . 57
7.16 Compliance with Statutes, etc.. . . . . . . . . . . . . . . . . 57
7.17 Investment Company Act. . . . . . . . . . . . . . . . . . . . . 57
7.18 Public Utility Holding Company Act. . . . . . . . . . . . . . . 57
7.19 Environmental Matters . . . . . . . . . . . . . . . . . . . . . 57
7.20 Labor Relations . . . . . . . . . . . . . . . . . . . . . . . . 58
7.21 Patents, Licenses, Franchises and Formulas. . . . . . . . . . . 59
7.22 Indebtedness. . . . . . . . . . . . . . . . . . . . . . . . . . 59
7.23 Transaction . . . . . . . . . . . . . . . . . . . . . . . . . . 59
7.24 Special Purpose Corporations. . . . . . . . . . . . . . . . . . 59
7.25 Updated Security Agreement and Pledge Agreement Schedules . . . 59

SECTION 8. Affirmative Covenants. . . . . . . . . . . . . . . . . . . . . 60
8.01 Information Covenants . . . . . . . . . . . . . . . . . . . . . 60
8.02 Books, Records and Inspections. . . . . . . . . . . . . . . . . 64
8.03 Maintenance of Property; Insurance. . . . . . . . . . . . . . . 64
8.04 Corporate Franchises. . . . . . . . . . . . . . . . . . . . . . 66
8.05 Compliance with Statutes, etc.. . . . . . . . . . . . . . . . . 66
8.06 Compliance with Environmental Laws. . . . . . . . . . . . . . . 66
8.07 ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
8.08 End of Fiscal Years; Fiscal Quarters. . . . . . . . . . . . . . 68
8.09 Performance of Obligations. . . . . . . . . . . . . . . . . . . 68
8.10 Payment of Taxes. . . . . . . . . . . . . . . . . . . . . . . . 69
8.11 Ownership of Subsidiaries . . . . . . . . . . . . . . . . . . . 69
8.12 Additional Security; Further Assurances; Surveys. . . . . . . . 69
8.13 Interest Rate Protection. . . . . . . . . . . . . . . . . . . . 71
8.14 Foreign Subsidiaries Security . . . . . . . . . . . . . . . . . 72
8.15 Maintenance of Corporate Separateness . . . . . . . . . . . . . 72

(iii)

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SECTION 9. Negative Covenants . . . . . . . . . . . . . . . . . . . . . . 72
9.01 Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
9.02 Consolidation, Merger, Purchase or Sale of Assets, etc. . . . . 76
9.03 Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
9.04 Indebtedness. . . . . . . . . . . . . . . . . . . . . . . . . . 79
9.05 Advances, Investments and Loans . . . . . . . . . . . . . . . . 81
9.06 Transactions with Affiliates. . . . . . . . . . . . . . . . . . 82
9.07 Capital Expenditures. . . . . . . . . . . . . . . . . . . . . . 83
9.08 Consolidated Interest Coverage Ratio. . . . . . . . . . . . . . 84
9.09 Consolidated Fixed Charge Coverage Ratio. . . . . . . . . . . . 84
9.10 Maximum Leverage Ratio. . . . . . . . . . . . . . . . . . . . . 85
9.11 Limitation on Modifications of Indebtedness; Modifications
of Certificate of Incorporation, By-Laws and Certain
Other Agreements; etc.. . . . . . . . . . . . . . . . . . . . 85
9.12 Limitation on Certain Restrictions on Subsidiaries. . . . . . . 86
9.13 Limitation on Issuance of Capital Stock . . . . . . . . . . . . 87
9.14 Limitation on Creation of Subsidiaries. . . . . . . . . . . . . 87
9.15 Business. . . . . . . . . . . . . . . . . . . . . . . . . . . . 87
9.16 Designated Senior Indebtedness. . . . . . . . . . . . . . . . . 88
9.17 Allocation of Senior Subordinated Note Indenture Basket Amount. 88

SECTION 10. Events of Default . . . . . . . . . . . . . . . . . . . . . . 88
10.01 Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . 88
10.02 Representations, etc.. . . . . . . . . . . . . . . . . . . . . 88
10.03 Covenants. . . . . . . . . . . . . . . . . . . . . . . . . . . 89
10.04 Default Under Other Agreements . . . . . . . . . . . . . . . . 89
10.05 Bankruptcy, etc. . . . . . . . . . . . . . . . . . . . . . . . 89
10.06 ERISA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90
10.07 Security Documents . . . . . . . . . . . . . . . . . . . . . . 91
10.08 Guaranty . . . . . . . . . . . . . . . . . . . . . . . . . . . 91
10.09 Judgments. . . . . . . . . . . . . . . . . . . . . . . . . . . 91
10.10 Change of Control. . . . . . . . . . . . . . . . . . . . . . . 92

SECTION 11. Definitions and Accounting Terms. . . . . . . . . . . . . . . 92
11.01 Defined Terms. . . . . . . . . . . . . . . . . . . . . . . . . 92

(iv)

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SECTION 12. The Agents. . . . . . . . . . . . . . . . . . . . . . . . . . 128
12.01 Appointment. . . . . . . . . . . . . . . . . . . . . . . . . . 128
12.02 Nature of Duties . . . . . . . . . . . . . . . . . . . . . . . 128
12.03 Lack of Reliance on the Agents . . . . . . . . . . . . . . . . 128
12.04 Certain Rights of the Agents . . . . . . . . . . . . . . . . . 129
12.05 Reliance . . . . . . . . . . . . . . . . . . . . . . . . . . . 129
12.06 Indemnification. . . . . . . . . . . . . . . . . . . . . . . . 129
12.07 Each Agent in its Individual Capacity. . . . . . . . . . . . . 130
12.08 Holders. . . . . . . . . . . . . . . . . . . . . . . . . . . . 130
12.09 Resignation by the Agents. . . . . . . . . . . . . . . . . . . 130

SECTION 13. Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . 131
13.01 Payment of Expenses, etc.. . . . . . . . . . . . . . . . . . . 131
13.02 Right of Setoff. . . . . . . . . . . . . . . . . . . . . . . . 132
13.03 Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . 133
13.04 Benefit of Agreement . . . . . . . . . . . . . . . . . . . . . 133
13.05 No Waiver; Remedies Cumulative . . . . . . . . . . . . . . . . 135
13.06 Payments Pro Rata. . . . . . . . . . . . . . . . . . . . . . . 136
13.07 Calculations; Computations . . . . . . . . . . . . . . . . . . 136
13.08 GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE;
WAIVER OF JURY TRIAL . . . . . . . . . . . . . . . . . . . . 137
13.09 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . 138
13.10 Effectiveness. . . . . . . . . . . . . . . . . . . . . . . . . 138
13.11 Headings Descriptive . . . . . . . . . . . . . . . . . . . . . 139
13.12 Amendment or Waiver; etc.. . . . . . . . . . . . . . . . . . . 139
13.13 Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . 141
13.14 Domicile of Loans. . . . . . . . . . . . . . . . . . . . . . . 141
13.15 Limitation on Additional Amounts, etc. . . . . . . . . . . . . 142
13.16 Confidentiality. . . . . . . . . . . . . . . . . . . . . . . . 142
13.17 Register . . . . . . . . . . . . . . . . . . . . . . . . . . . 143
13.18 Certain Prior Documents. . . . . . . . . . . . . . . . . . . . 143
13.19 Certain Provisions Regarding Original Banks, Including
As Holders of Tranche B Term Loans . . . . . . . . . . . . . 143
13.20 Addition of New Banks; Obligation to Pay Certain Amounts
Owing Pursuant to the Original Credit Agreement;
Termination of Commitments of Non-Continuing Banks; etc. . . 144
13.21 Acknowledgement and Agreement of Credit Parties. . . . . . . . 144

(v)

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13.22 Post-Closing Actions.. . . . . . . . . . . . . . . . . . . . . 145

(vi)

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SECTION 14. Holdings Guaranty . . . . . . . . . . . . . . . . . . . . . . 147
14.01 The Holdings Guaranty. . . . . . . . . . . . . . . . . . . . . 147
14.02 Bankruptcy . . . . . . . . . . . . . . . . . . . . . . . . . . 148
14.03 Nature of Liability. . . . . . . . . . . . . . . . . . . . . . 148
14.04 Independent Obligation . . . . . . . . . . . . . . . . . . . . 149
14.05 Authorization. . . . . . . . . . . . . . . . . . . . . . . . . 149
14.06 Reliance . . . . . . . . . . . . . . . . . . . . . . . . . . . 150
14.07 Subordination. . . . . . . . . . . . . . . . . . . . . . . . . 150
14.08 Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . 151
14.09 Maximum Liability. . . . . . . . . . . . . . . . . . . . . . . 151

(vii)

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SCHEDULE I Commitments (Sections 3.02, 4.01, 11.01 ["Bank";
"Revolving Loan Commitment"; "Tranche A Term Loan
Commitment"; "Tranche C Term Loan Commitment"], 13.04(b))

SCHEDULE II Bank Addresses (Section 13.03)

SCHEDULE III Real Property (Sections 5.11(a), 7.11(c), 7.13)

SCHEDULE IV Existing Liens (Section 9.01(iii))

SCHEDULE V Existing Indebtedness (Sections 5.07, 7.22, 9.04(iii))

SCHEDULE VI Insurance (Section 8.03(a))

SCHEDULE VII ERISA (Section 7.10)

SCHEDULE VIII Subsidiaries (Sections 7.15, 11.01 ["Subsidiary Assignor";
"Subsidiary Guarantor"])

SCHEDULE IX Labor Relations (Section 7.20)

SCHEDULE X Projections (Sections 7.05(g), 7.22)

SCHEDULE XI Securities (Section 7.14)

SCHEDULE XII Organization Chart (Section 7.15)

SCHEDULE XIII Original Letters of Credit (["Original Letters of Credit"])

EXHIBIT A Notice of Borrowing (Section 1.03(a))

EXHIBIT B-1 Tranche A Term Note (Section 1.05(a))

EXHIBIT B-2 Tranche C Term Note (Section 1.05(a))

EXHIBIT B-3 Revolving Note (Section 1.05(a))

EXHIBIT B-4 Swingline Note (Section 1.05(a))

EXHIBIT C Letter of Credit Request (Section 2.02(a))

EXHIBIT D Section 4.04(b)(ii) Certificate (Section 4.04(b)(ii))

EXHIBIT E Opinion of Dechert Price & Xxxxxx (Section 5.03)

EXHIBIT F Officers' Certificate (Section 5.04(a))

EXHIBIT G Subsidiaries Guaranty (Section 5.08)

EXHIBIT H Consent Letter (Section 5.12)

EXHIBIT I Solvency Certificate (Section 5.15)

EXHIBIT J Assignment and Assumption Agreement (Sections 1.13,
13.04(b), 13.17 ["Assignment and Assumption Agreement"])

EXHIBIT K Subordination Provisions

(viii)

CREDIT AGREEMENT, dated as of March 11, 1997 and amended and
restated as of December 31, 1997, among FSC SEMICONDUCTOR CORPORATION, a
Delaware corporation ("Holdings"), XXXXXXXXX SEMICONDUCTOR CORPORATION, a
Delaware corporation (the "Borrower"), the Banks party hereto from time to
time, BANKERS TRUST COMPANY, as Administrative Agent (in such capacity, the
"Administrative Agent"), CREDIT SUISSE FIRST BOSTON, as Syndication Agent (in
such capacity, the "Syndication Agent"), and CANADIAN IMPERIAL BANK OF
COMMERCE, as Documentation Agent (in such capacity, the "Documentation Agent"
and, together with the Syndication Agent and the Administrative Agent, each
an "Agent" and collectively the "Agents") (all capitalized terms used herein
and defined in Section 11 are used herein as therein defined).

W I T N E S S E T H :

WHEREAS, Holdings, the Borrower, the Original Banks, Bankers Trust
Company, as Administrative Agent, Credit Suisse First Boston, as Syndication
Agent, and Canadian Imperial Bank of Commerce, as Documentation Agent, are
parties to a Credit Agreement, dated as of March 11, 1997 (as the same has
been amended, modified or supplemented to, but not including, the Restatement
Effective Date, the "Original Credit Agreement"); and

WHEREAS, the parties hereto wish to amend and restate the Original
Credit Agreement in the form of this Agreement to, inter alia, permit the
Acquisition (as hereinafter defined) and the financing therefor on the terms
and subject to the conditions provided herein and make available to the
Borrower the respective credit facilities provided for herein;

NOW, THEREFORE, the parties hereto agree that the Original Credit
Agreement shall be and hereby is amended and restated in its entirety as
follows:

SECTION 1. Amount and Terms of Credit.

1.01 The Commitments. (a) Subject to and upon the terms and
conditions set forth in the Original Credit Agreement, each Original Bank
with a Tranche A Term Loan Commitment severally agreed to make, on the
Initial Borrowing Date, a term loan (each, a "Tranche A Term Loan" and,
collectively, the "Tranche A Term Loans") to the Borrower, which Tranche A
Term Loans (i) were made and initially maintained as a single Borrowing of
Base Rate Loans (subject to the option to convert such Tranche A Term Loans
pursuant to Section 1.06) and (ii) were made by each Original Bank in that
initial aggregate principal amount as was equal to the Tranche A Term Loan
Commitment of such Bank on such date (before giving effect to any reductions
thereto on such date pursuant to Section 3.03(b)(i) of the Original Credit
Agreement but after giving effect to any reductions thereto on or prior to
such date pursuant to Section 3.03(b)(ii) of the Original Credit Agreement).
The aggregate outstanding principal amount of the Tranche A Term Loans of
each Bank, as at the date provided in Schedule I, is accurately set forth in
Schedule I. The Tranche A Term Loans of each Bank outstanding immediately
prior to the Restatement Effective Date shall remain outstanding after giving
effect to the occurrence of the Restatement Effective Date, and shall in no
way be affected as a result of the occurrence of the Restatement Effective
Date. Once repaid, Tranche A Term Loans incurred hereunder may not be
reborrowed.

(b) Subject to and upon the terms and conditions set forth herein,
each Bank with a Tranche C Term Loan Commitment severally agrees (A) in the
case of each Continuing Bank, to convert into Tranche C Term Loans (as
hereinafter defined), on the Restatement Effective Date, Original Tranche B
Term Loans made by such Continuing Bank pursuant to the Original Credit
Agreement and outstanding on the Restatement Effective Date in an aggregate
principal amount equal to the lesser of (x) the aggregate principal amount of
such Original Tranche B Term Loans made by such Continuing Bank and so
outstanding or (y) such Continuing Bank's Tranche C Term Loan Commitment as
in effect on the Restatement Effective Date (before giving effect to any
reductions thereto on such date pursuant to Section 3.03(c)), and/or (B) to
make, on the Restatement Effective Date, a term loan (each, a "Tranche C Term
Loan" and, collectively, the "Tranche C Term Loans") to the Borrower, which
Tranche C Term Loans (i) shall be made and initially maintained as a single
Borrowing of Base Rate Loans (subject to the option to convert such Tranche C
Term Loans pursuant to Section 1.06) and (ii) shall be made by each Bank in
that initial aggregate principal amount (which, in the case of each
Continuing Bank, shall include the principal amount of Tranche C Term Loans
converted pursuant to clause (A) above) as is equal to the Tranche C Term
Loan Commitment of such Bank on such date (before giving effect to any
reductions thereto on such date pursuant to Section 3.03(c)). Once repaid,
Tranche C Term Loans incurred hereunder may not be reborrowed.

(c) Subject to and upon the terms and conditions set forth herein,
each Bank with a Revolving Loan Commitment severally agrees, at any time and
from time to time after the Initial Borrowing Date and prior to the Revolving
Loan Maturity Date, to make a revolving loan or revolving loans (each, a
"Revolving Loan" and, collectively, the "Revolving Loans") to the Borrower,
which Revolving Loans (i) shall, at the option of the Borrower, be Base Rate
Loans or Eurodollar Loans, provided that, except as otherwise specifically
provided in Section 1.10(b), all Revolving Loans comprising the same
Borrowing shall at all times be of the same Type, (ii) may be repaid and
reborrowed in accordance with the provisions hereof, (iii) shall not exceed
for any Bank at any time outstanding that aggregate principal amount which,
when added to the product of (x) such Bank's Adjusted Percentage and (y) the
sum of (I) the aggregate amount of all Letter of Credit Outstandings
(exclusive of Unpaid Drawings which are repaid with the proceeds of, and
simultaneously with the incurrence of, the respective incurrence of Revolving
Loans) at such time and (II) the aggregate principal amount of all Swingline
Loans (exclusive of Swingline Loans which are repaid with the proceeds of,
and simultaneously with the incurrence of, the respective incurrence of
Revolving Loans) then outstanding, equals the Revolving Loan Commitment of
such Bank at such time and (iv) shall not exceed for all Banks at any time
outstanding that aggregate principal amount which, when added to (x) the
amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings
which are repaid with the proceeds of, and simultaneously with the incurrence
of, the respective incurrence of Revolving Loans) at such time and (y) the
aggregate principal amount of all Swingline Loans (exclusive of Swingline
Loans which are repaid with the proceeds of, and simultaneously with the
incurrence of, the respective incurrence of Revolving Loans) then
outstanding, equals the Total Revolving Loan Commitment at such time. On and
immediately after the occurrence of the Restatement Effective Date, the
Revolving Loan Commitment for each Bank shall be the amount set forth
opposite such Bank's name in Schedule I hereto directly below the column
entitled "Revolving Loan Commitment" (as same may be (x) reduced from time to
time pursuant to Sections 3.02, 3.03, 4.02 and/or 10 or (y) adjusted from
time to time as a result of assignments to or from such Bank pursuant to
Section 1.13 or 13.04(b)), such that the Total Revolving Loan Commitment (as
of the Restatement Effective Date) shall represent an increase of $55,000,000
over the Total Revolving Loan Commitment as in effect immediately before the
occurrence of the Restatement Effective Date. In connection with such
increase, the Borrower shall repay in full all Revolving Loans outstanding
immediately prior to the Restatement Effective Date (although Revolving Loans
may be incurred hereunder on the Restatement Effective Date in accordance
with the provisions hereof, so that the Banks participate in each Borrowing
of outstanding Revolving Loans pro rata on the basis of their Revolving Loan
Commitments (as in effect on the Restatement Effective Date) as provided
herein), it being understood and agreed that the Borrower shall pay all
breakage or similar costs of the type described in Section 1.11 incurred by
the Banks in connection with any repayment or reborrowing of Revolving Loans.

(d) Subject to and upon the terms and conditions herein set forth,
the Swingline Bank in its individual capacity agrees to make at any time and
from time to time on

and after the Initial Borrowing Date and prior to the Swingline Expiry Date,
a revolving loan or revolving loans (each, a "Swingline Loan" and,
collectively, the "Swingline Loans") to the Borrower, which Swingline Loans
(i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and
reborrowed in accordance with the provisions hereof, (iii) shall not exceed
in aggregate principal amount at any time outstanding, when combined with the
aggregate principal amount of all Revolving Loans made by Non-Defaulting
Banks then outstanding and the Letter of Credit Outstandings at such time, an
amount equal to the Adjusted Total Revolving Loan Commitment at such time
(after giving effect to any reductions to the Adjusted Total Revolving Loan
Commitment on such date), (iv) shall not exceed at any time outstanding the
Maximum Swingline Amount and (v) shall not be extended if the Swingline Bank
receives a written notice from any Agent or the Required Banks that has not
been rescinded that there is a Default or an Event of Default in existence
hereunder.

(e) On any Business Day, the Swingline Bank may, in its sole
discretion, give notice to the other Banks that its outstanding Swingline
Loans shall be funded with a Borrowing of Revolving Loans (provided that such
notice shall be deemed to have been automatically given upon the occurrence
of a Default or an Event of Default under Section 10.05 or upon the exercise
of any of the remedies provided in the last paragraph of Section 10), in
which case a Borrowing of Revolving Loans constituting Base Rate Loans (each
such Borrowing, a "Mandatory Borrowing") shall be made on the immediately
succeeding Business Day by all Banks with a Revolving Loan Commitment
(without giving effect to any reductions thereto pursuant to the last
paragraph of Section 10) pro rata based on each Bank's Adjusted Percentage
(determined before giving effect to any termination of the Revolving Loan
Commitments pursuant to the last paragraph of Section 10) and the proceeds
thereof shall be applied directly to the Swingline Bank to repay the
Swingline Bank for such outstanding Swingline Loans. Each such Bank hereby
irrevocably agrees to make Revolving Loans upon one Business Day's notice
pursuant to each Mandatory Borrowing in the amount and in the manner
specified in the preceding sentence and on the date specified in writing by
the Swingline Bank notwithstanding (i) the amount of the Mandatory Borrowing
may not comply with the minimum amount for Borrowings otherwise required
hereunder, (ii) whether any conditions specified in Section 6 are then
satisfied, (iii) whether a Default or an Event of Default then exists, (iv)
the date of such Mandatory Borrowing and (v) the amount of the Total
Revolving Loan Commitment or the Adjusted Total Revolving Loan Commitment at
such time. In the event that any Mandatory Borrowing cannot for any reason
be made on the date otherwise required above (including, without limitation,
as a result of the commencement of a proceeding under the Bankruptcy Code
with respect to the Borrower), then each such Bank hereby agrees that it
shall forthwith purchase (as of the date the Mandatory Borrowing would
otherwise have occurred, but adjusted for any payments received from the
Borrower on or after such date and prior to such purchase) from the Swingline
Bank such participations in the outstanding Swingline Loans as shall be
necessary to cause such Banks to share in such Swingline Loans ratably based
upon their respective Adjusted Percentages (determined before giving effect
to any termination of the Revolving Loan Commitments pursuant to the last
paragraph of Section 10), provided that (x) all interest payable on the
Swingline Loans shall

be for the account of the Swingline Bank until the date as of which the
respective participation is required to be purchased and, to the extent
attributable to the purchased participation, shall be payable to the
participant from and after such date and (y) at the time any purchase of
participations pursuant to this sentence is actually made, the purchasing
Bank shall be required to pay the Swingline Bank interest on the principal
amount of participation purchased for each day from and including the day
upon which the Mandatory Borrowing would otherwise have occurred to but
excluding the date of payment for such participation, at the overnight
Federal Funds Rate for the first three days and at the rate otherwise
applicable to Revolving Loans maintained as Base Rate Loans hereunder for
each day thereafter.

1.02 Minimum Amount of Each Borrowing. The aggregate principal
amount of each Borrowing of any Tranche of Term Loans shall not be less than
$5,000,000. The aggregate principal amount of each Borrowing of Revolving
Loans shall be not less than (x) in the case of a Borrowing of Eurodollar
Loans, $5,000,000 and (y) in the case of a Borrowing of Base Rate Loans,
$1,000,000, provided that Mandatory Borrowings shall be made in the amounts
required by Section 1.01(e). The aggregate principal amount of each Borrowing
of Swingline Loans shall not be less than $250,000 and, if greater, shall be
in an integral multiple of $100,000. More than one Borrowing may occur on
the same date, but at no time shall there be outstanding more than twelve
Borrowings of Eurodollar Loans.

1.03 Notice of Borrowing. (a) Whenever the Borrower desires to
make a Borrowing hereunder (excluding Borrowings of Swingline Loans and
Mandatory Borrowings), it shall give the Administrative Agent at its Notice
Office at least one Business Day's prior written notice (or telephonic notice
promptly confirmed in writing) of each Base Rate Loan and at least three
Business Days' prior written notice (or telephonic notice promptly confirmed
in writing) of each Eurodollar Loan to be made hereunder, provided that any
such notice shall be deemed to have been given on a certain day only if given
before 11:00 A.M. (New York time) in the case of a Borrowing of Eurodollar
Loans and 12:00 Noon (New York time) in the case of a Borrowing of Base Rate
Loans on such day. Each such written notice or written confirmation of
telephonic notice (each a "Notice of Borrowing"), except as otherwise
expressly provided in Section 1.10, shall be irrevocable and shall be given
by the Borrower in the form of Exhibit A, appropriately completed to specify
the aggregate principal amount of the Loans to be made pursuant to such
Borrowing, the date of such Borrowing (which shall be a Business Day),
whether the Loans being made pursuant to such Borrowing shall constitute
Tranche A Term Loans, Tranche C Term Loans or Revolving Loans and whether the
Loans being made pursuant to such Borrowing are to be initially maintained as
Base Rate Loans or Eurodollar Loans and, if Eurodollar Loans, the initial
Interest Period to be applicable thereto. The Administrative Agent shall
promptly give each Bank which is required to make Loans of the Tranche
specified in the respective Notice of Borrowing, notice of such proposed
Borrowing, of such Bank's proportionate share thereof and of the other
matters required by the immediately preceding sentence to be specified in the
Notice of Borrowing.

(b)(i) Whenever the Borrower desires to make a Borrowing of
Swingline Loans hereunder, it shall give the Swingline Bank not later than
12:00 Noon (New York time) on the date that a Swingline Loan is to be made,
written notice or telephonic notice promptly confirmed in writing of each
Swingline Loan to be made hereunder. Each such notice shall be irrevocable
and specify in each case (A) the date of Borrowing (which shall be a Business
Day) and (B) the aggregate principal amount of the Swingline Loans to be made
pursuant to such Borrowing.

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

(c) Without in any way limiting the obligation of the Borrower to
confirm in writing any telephonic notice of any Borrowing of Loans, the
Administrative Agent or the Swingline Bank, as the case may be, may act
without liability upon the basis of telephonic notice of such Borrowing,
believed by the Administrative Agent or the Swingline Bank, as the case may
be, in good faith to be from the chairman of the board, the president, the
treasurer, any assistant treasurer or any controller of the Borrower (or any
other officer of the Borrower designated in writing to the Administrative
Agent and the Swingline Bank by the chairman of the board, the president or
the treasurer as being authorized to give such notices under this Agreement)
prior to receipt of written confirmation. In each such case, the Borrower
hereby waives the right to dispute the Administrative Agent's and the
Swingline Bank's record of the terms of such telephonic notice of such
Borrowing of Loans.

1.04 Disbursement of Funds. Except as otherwise specifically
provided in the immediately succeeding sentence, no later than 12:00 Noon
(New York time) on the date specified in each Notice of Borrowing (or (x) in
the case of Swingline Loans, not later than 2:00 P.M. (New York time) on the
date specified pursuant to Section 1.03(b)(i) or (y) in the case of Mandatory
Borrowings, not later than 12:00 Noon (New York time) on the date specified
in Section 1.01(e)), each Bank with a Commitment of the respective Tranche
will make available its pro rata portion of each such Borrowing requested to
be made on such date (or in the case of Swingline Loans, the Swingline Bank
shall make available the full amount thereof). All such amounts shall be
made available in Dollars and in immediately available funds at the Payment
Office of the Administrative Agent, and the Administrative Agent will make
available to the Borrower at the Payment Office the aggregate of the amounts
so made available by the Banks (for Loans other than Swingline Loans, prior
to 1:00 P.M. (New York time) on such day, to the extent of funds actually
received by the Administrative Agent prior to 12:00 Noon (New York time) on
such day). Unless the Administrative Agent shall have been notified by any
Bank prior to the date of Borrowing that such Bank does not intend to make
available to the Administrative Agent such Bank's portion of any Borrowing to
be made on such date, the Administrative Agent may assume that such Bank has
made such amount available to the Administrative

Agent on such date of Borrowing and the Administrative Agent may, in reliance
upon such assumption, make available to the Borrower a corresponding amount.
If such corresponding amount is not in fact made available to the
Administrative Agent by such Bank, the Administrative Agent shall be entitled
to recover such corresponding amount on demand from such Bank. If such Bank
does not pay such corresponding amount forthwith upon the Administrative
Agent's demand therefor, the Administrative Agent shall promptly notify the
Borrower and the Borrower shall immediately pay such corresponding amount to
the Administrative Agent. The Administrative Agent shall also be entitled to
recover on demand from such Bank or the Borrower, as the case may be,
interest on such corresponding amount in respect of each day from the date
such corresponding amount was made available by the Administrative Agent to
the Borrower until the date such corresponding amount is recovered by the
Administrative Agent, at a rate per annum equal to (i) if recovered from such
Bank, at the overnight Federal Funds Rate and (ii) if recovered from the
Borrower, the rate of interest applicable to the respective Borrowing, as
determined pursuant to Section 1.08. Nothing in this Section 1.04 shall be
deemed to relieve any Bank from its obligation to make Loans hereunder or to
prejudice any rights which the Borrower may have against any Bank as a result
of any failure by such Bank to make Loans hereunder.

1.05 Notes. (a) The Borrower's obligation to pay the principal
of, and interest on, the Loans made by each Bank shall be evidenced (i) if
Tranche A Term Loans, by a promissory note duly executed and delivered by the
Borrower substantially in the form of Exhibit B-1 with blanks appropriately
completed in conformity herewith (each, a "Tranche A Term Note" and,
collectively, the "Tranche A Term Notes"), (ii) if Tranche C Term Loans, by a
promissory note duly executed and delivered by the Borrower substantially in
the form of Exhibit B-2 with blanks appropriately completed in conformity
herewith (each, a "Tranche C Term Note" and, collectively, the "Tranche C
Term Notes"), (iii) if Revolving Loans, by a promissory note duly executed
and delivered by the Borrower substantially in the form of Exhibit B-3, with
blanks appropriately completed in conformity herewith (each, a "Revolving
Note" and, collectively, the "Revolving Notes") and (iv) if Swingline Loans,
by a promissory note duly executed and delivered by the Borrower
substantially in the form of Exhibit B-4, with blanks appropriately completed
in conformity herewith (the "Swingline Note").

(b) The Tranche A Term Note issued to each Bank shall (i) be
executed by the Borrower, (ii) be payable to the order of such Bank and be
dated the Initial Borrowing Date (or, in the case of Tranche A Term Notes
issued after the Initial Borrowing Date, be dated the date of the issuance
thereof), (iii) be in a stated principal amount equal to the Tranche A Term
Loan made by such Bank on the Initial Borrowing Date (or, in the case of
Tranche A Term Notes issued after the Initial Borrowing Date, be in a stated
principal amount equal to the outstanding principal amount of the Tranche A
Term Loan of such Bank on the date of the issuance thereof) and be payable in
the principal amount of Tranche A Term Loans evidenced thereby, (iv) mature
on the Tranche A Term Loan Maturity Date, (v) bear interest as provided in
the appropriate clause of Section 1.08 in respect of the Base Rate

Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be
subject to voluntary prepayment and mandatory repayment as provided in
Sections 4.01 and 4.02 and (vii) be entitled to the benefits of this
Agreement and the other Credit Documents.

(c) The Tranche C Term Note issued to each Bank shall (i) be
executed by the Borrower, (ii) be payable to the order of such Bank and be
dated the Restatement Effective Date (or, in the case of Tranche C Term Notes
issued after the Restatement Effective Date, be dated the date of the
issuance thereof), (iii) be in a stated principal amount equal to the Tranche
C Term Loan made by such Bank on the Restatement Effective Date (or, in the
case of Tranche C Term Notes issued after the Restatement Effective Date, be
in a stated principal amount equal to the outstanding principal amount of the
Tranche C Term Loan of such Bank on the date of the issuance thereof) and be
payable in the principal amount of Tranche C Term Loans evidenced thereby,
(iv) mature on the Tranche C Term Loan Maturity Date, (v) bear interest as
provided in the appropriate clause of Section 1.08 in respect of the Base
Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi)
be subject to voluntary prepayment and mandatory repayment as provided in
Sections 4.01 and 4.02 and (vii) be entitled to the benefits of this
Agreement and the other Credit Documents.

(d) The Revolving Note issued to each Bank shall (i) be executed
by the Borrower, (ii) be payable to the order of such Bank and be dated the
Initial Borrowing Date (or, in the case of Revolving Notes issued after the
Initial Borrowing Date, be dated the date of the issuance thereof), (iii) be
in a stated principal amount equal to the Revolving Loan Commitment of such
Bank and be payable in the principal amount of the Revolving Loans evidenced
thereby, (iv) mature on the Revolving Loan Maturity Date, (v) bear interest
as provided in the appropriate clause of Section 1.08 in respect of the Base
Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi)
be subject to voluntary prepayment and mandatory repayment as provided in
Sections 4.01 and 4.02 and (vii) be entitled to the benefits of this
Agreement and the other Credit Documents.

(e) The Swingline Note issued to the Swingline Bank shall (i) be
executed by the Borrower, (ii) be payable to the order of the Swingline Bank
and be dated the Initial Borrowing Date (or, in the case of any Swingline
Note issued after the Initial Borrowing Date, be dated the date of the
issuance thereof), (iii) be in a stated principal amount equal to the Maximum
Swingline Amount and be payable in the principal amount of the outstanding
Swingline Loans evidenced thereby from time to time, (iv) mature on the
Swingline Expiry Date, (v) bear interest as provided in the appropriate
clause of Section 1.08 in respect of the Base Rate Loans evidenced thereby
and (vi) be entitled to the benefits of this Agreement and the other Credit
Documents.

(f) Each Bank will note on its internal records the amount of each
Loan made by it and each payment in respect thereof and will prior to any
transfer of any of its Notes endorse on the reverse side thereof the
outstanding principal amount of Loans evidenced

thereby. Failure to make any such notation or any error in any such notation
or endorsement shall not affect the Borrower's obligations in respect of such
Loans.

1.06 Conversions. The Borrower shall have the option to convert,
on any Business Day occurring after the Restatement Effective Date (or, in
the case of the Tranche C Term Loans, on or after the earlier of (1) the 14th
day after the Restatement Effective Date and (2) the Syndication Date), all
or a portion equal to at least (x) in the case of a conversion of Term Loans,
$5,000,000 and (y) in the case of a conversion of Revolving Loans, $5,000,000
(or $1,000,000 if in the case of a conversion into Base Rate Loans), of the
outstanding principal amount of Loans made pursuant to one or more Borrowings
(so long as of the same Tranche) of one or more Types of Loans into a
Borrowing (of the same Tranche) of another Type of Loan, provided that (i) if
for any reason whatsoever any Eurodollar Loans are converted into Base Rate
Loans on a day which is not the last day of an Interest Period applicable to
the Loans being converted, the Borrower shall pay all amounts owing in
connection therewith as required by Section 1.11, (ii) no partial conversion
of Eurodollar Loans shall reduce the outstanding principal amount of such
Eurodollar Loans made pursuant to a single Borrowing to less than $5,000,000,
(iii) unless the Required Banks otherwise specifically agree in writing, Base
Rate Loans may only be converted into Eurodollar Loans if no Default or Event
of Default is in existence on the date of the conversion, (iv) no conversion
pursuant to this Section 1.06 shall result in a greater number of Eurodollar
Borrowings than is permitted under Section 1.02 and (v) Swingline Loans may
not be converted pursuant to this Section 1.06. Each such conversion shall
be effected by the Borrower by giving the Administrative Agent at its Notice
Office prior to 12:00 Noon (New York time) at least (x) in the case of a
conversion to Eurodollar Loans, three Business Days' prior notice and (y) in
the case of a conversion to Base Rate Loans, one Business Day's prior notice
(each a "Notice of Conversion") specifying the Loans to be so converted, the
Borrowing(s) pursuant to which such Loans were made and, if to be converted
into Eurodollar Loans, the Interest Period to be initially applicable
thereto. The Administrative Agent shall give each Bank prompt notice of any
such proposed conversion affecting any of its Loans.

1.07 Pro Rata Borrowings. All Borrowings of Tranche A Term Loans,
Tranche C Term Loans and Revolving Loans under this Agreement shall be
incurred from the Banks pro rata on the basis of their Tranche A Term Loan
Commitments, Tranche C Term Loan Commitments or Revolving Loan Commitments,
as the case may be, provided that all Borrowings of Revolving Loans made
pursuant to a Mandatory Borrowing shall be incurred from the Banks pro rata
on the basis of their Adjusted Percentages. It is understood that no Bank
shall be responsible for any default by any other Bank of its obligation to
make Loans hereunder and that each Bank shall be obligated to make the Loans
provided to be made by it hereunder, regardless of the failure of any other
Bank to make its Loans hereunder.

1.08 Interest. (a) The Borrower agrees to pay

interest in respect of the unpaid principal amount of each Base Rate Loan
from the date the proceeds thereof are made available to the Borrower until
the earlier of (i) the maturity (whether by acceleration or otherwise) of
such Base Rate Loan and (ii) the conversion of such Base Rate Loan to a
Eurodollar Loan pursuant to Section 1.06, at a rate per annum which shall be
equal to the sum of the Base Rate in effect from time to time plus the
relevant Applicable Margin.

(b) The Borrower agrees to pay interest in respect of the unpaid
principal amount of each Eurodollar Loan from the date the proceeds thereof
are made available to the Borrower until the earlier of (i) the maturity
(whether by acceleration or otherwise) of such Eurodollar Loan and (ii) the
conversion of such Eurodollar Loan to a Base Rate Loan pursuant to Section
1.06 or 1.09, as applicable, at a rate per annum which shall, during each
Interest Period applicable thereto, be equal to the sum of the Eurodollar
Rate for such Interest Period plus the relevant Applicable Margin.

(c) Overdue principal and, to the extent permitted by law, overdue
interest in respect of each Loan and any other overdue amount payable
hereunder shall, in each case, bear interest at a rate per annum equal to the
greater of (x) 2% per annum in excess of the rate otherwise applicable to
Base Rate Loans of the respective Tranche of Loans from time to time and (y)
the rate which is 2% in excess of the rate then borne by such Loans, in each
case with such interest to be payable on demand.

(d) Accrued (and theretofore unpaid) interest shall be payable (i)
in respect of each Base Rate Loan, quarterly in arrears on each Quarterly
Payment Date, (ii) in respect of each Eurodollar Loan, on the last day of
each Interest Period applicable thereto and, in the case of an Interest
Period in excess of three months, on each date occurring at three month
intervals after the first day of such Interest Period and (iii) in respect of
each Loan, on any repayment or prepayment (on the amount repaid or prepaid),
at maturity (whether by acceleration or otherwise) and, after such maturity,
on demand.

(e) Upon each Interest Determination Date, the Administrative
Agent shall determine the Eurodollar Rate for each Interest Period applicable
to Eurodollar Loans and shall promptly notify the Borrower and the Banks
thereof. Each such determination shall, absent manifest error, be final and
conclusive and binding on all parties hereto.

1.09 Interest Periods. At the time it gives any Notice of
Borrowing or Notice of Conversion in respect of the making of, or conversion
into, any Eurodollar Loan (in the case of the initial Interest Period
applicable thereto) or on the third Business Day prior to the expiration of
an Interest Period applicable to such Eurodollar Loan (in the case of any
subsequent Interest Period), the Borrower shall have the right to elect, by
giving the Administrative Agent notice thereof, the interest period (each an
"Interest Period") applicable to such Eurodollar Loan, which Interest Period
shall, at the option of the Borrower, be a one, two, three or six month
period, provided that:

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

(ii) the initial Interest Period for any Eurodollar Loan shall
commence on the date of Borrowing of such Eurodollar Loan (including
the date of any conversion thereto from a Loan of a different Type)
and each Interest Period occurring thereafter in respect of such
Eurodollar Loan shall commence on the day on which the next preceding
Interest Period applicable thereto expires;

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

(iv) if any Interest Period would otherwise expire on a day
which is not a Business Day, such Interest Period shall expire on the
next succeeding Business Day; provided, however, that if any Interest
Period for a Eurodollar Loan would otherwise expire on a day which is
not a Business Day but is a day of the month after which no further
Business Day occurs in such month, such Interest Period shall expire
on the next preceding Business Day;

(v) unless the Required Banks otherwise specifically agree in
writing, no Interest Period may be selected at any time when a Default
or Event of Default is then in existence;

(vi) no Interest Period in respect of any Borrowing of any
Tranche of Loans shall be selected which extends beyond the
respective Maturity Date for such Tranche of Loans; and

(vii) no Interest Period in respect of any Borrowing of Tranche A
Term Loans or Tranche C Term Loans, as the case may be, shall be
selected which extends beyond any date upon which a mandatory
repayment of such Tranche of Term Loans will be required to be made
under Section 4.02(b) or (c), as the case may be, if the aggregate
principal amount of Tranche A Term Loans or Tranche C Term Loans, as
the case may be, which have Interest Periods which will expire after
such date will be in excess of the aggregate principal amount of
Tranche A Term Loans or Tranche C Term Loans, as the case may be,
then outstanding less the aggregate amount of such required
prepayment.

If upon the expiration of any Interest Period applicable to a
Borrowing of Eurodollar Loans, the Borrower has failed to elect, or is not
permitted to elect, a new Interest Period to be applicable to such Eurodollar
Loans as provided above, the Borrower shall be

deemed to have elected to convert such Eurodollar Loans into Base Rate Loans
effective as of the expiration date of such current Interest Period.

1.10 Increased Costs, Illegality, etc. (a) In the event
that any Bank shall have determined (which determination shall, absent
manifest error, be final and conclusive and binding upon all parties
hereto but, with respect to clause (i) below, may be made only by the
Administrative Agent):

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

(ii) at any time, that such Bank shall incur increased
costs or reductions in the amounts received or receivable
hereunder with respect to any Eurodollar Loan because of (x)
any change since the Restatement Effective Date in any
applicable law or governmental rule, regulation, order,
guideline or request (whether or not having the force of law)
or in the interpretation or administration thereof and
including the introduction of any new law or governmental
rule, regulation, order, guideline or request, such as, for
example, but not limited to: (A) a change in the basis of
taxation of payment to any Bank of the principal of or
interest on such Eurodollar Loan or any other amounts payable
hereunder (except for changes in the rate of tax on, or
determined by reference to, the net income or profits of such
Bank, or any franchise tax based on the net income or profits
of such Bank, in either case pursuant to the laws of the
United States of America, the jurisdiction in which it is
organized or in which its principal office or applicable
lending office is located or any subdivision thereof or
therein), but without duplication of any amounts payable in
respect of Taxes pursuant to Section 4.04(a), or (B) a change
in official reserve requirements, but, in all events,
excluding reserves required under Regulation D to the extent
included in the computation of the Eurodollar Rate and/or (y)
other circumstances since the Restatement Effective Date
affecting such Bank or the interbank Eurodollar market or the
position of such Bank in such market; or

(iii) at any time, that the making or continuance of any
Eurodollar Loan has been made (x) unlawful by any law or
governmental rule, regulation or order, and/or (y) impossible
by compliance by any Bank in good faith with any governmental
request (whether or not having force of law) or (z)
impracticable as a result of a contingency occurring after the
Restatement Effective Date which materially and adversely
affects the interbank Eurodollar market;

then, and in any such event, such Bank (or the Administrative Agent, in the case
of clause (i) above) shall promptly give notice (by telephone confirmed in
writing) to the Borrower and,

except in the case of clause (i) above, to the Administrative Agent of such
determination (which notice the Administrative Agent shall promptly transmit
to each of the other Banks). Thereafter (x) in the case of clause (i) above,
Eurodollar Loans shall no longer be available until such time as the
Administrative Agent notifies the Borrower and the Banks that the
circumstances giving rise to such notice by the Administrative Agent no
longer exist, and any Notice of Borrowing or Notice of Conversion given by
the Borrower with respect to Eurodollar Loans which have not yet been
incurred (including by way of conversion) shall be deemed rescinded by the
Borrower, (y) in the case of clause (ii) above, the Borrower shall, subject
to the provisions of Section 13.15 (to the extent applicable) pay to such
Bank, upon written demand therefor, such additional amounts (in the form of
an increased rate of, or a different method of calculating, interest or
otherwise as such Bank in its reasonable discretion shall determine) as shall
be required to compensate such Bank for such increased costs or reductions in
amounts received or receivable hereunder (a written notice as to the
additional amounts owed to such Bank, showing in reasonable detail the basis
for and the calculation thereof, submitted to the Borrower by such Bank in
good faith shall, absent manifest error, be final and conclusive and binding
on all the parties hereto) and (z) in the case of clause (iii) above, the
Borrower shall take one of the actions specified in Section 1.10(b) as
promptly as possible and, in any event, within the time period required by
law. Each of the Administrative Agent and each Bank agrees that if it gives
notice to the Borrower of any of the events described in clause (i) or (iii)
above, it shall promptly notify the Borrower and, in the case of any such
Bank, the Administrative Agent, if such event ceases to exist. If any such
event described in clause (iii) above ceases to exist as to a Bank, the
obligations of such Bank to make Eurodollar Loans and to convert Base Rate
Loans into Eurodollar Loans on the terms and conditions contained herein
shall be reinstated.

(b) At any time that any Eurodollar Loan is affected by the
circumstances described in Section 1.10(a)(ii) or (iii), the Borrower may
(and in the case of a Eurodollar Loan affected by the circumstances described
in Section 1.10(a)(iii) shall) either (x) if the affected Eurodollar Loan is
then being made initially or pursuant to a conversion, cancel the respective
Borrowing by giving the Administrative Agent telephonic notice (confirmed in
writing) on the same date that the Borrower was notified by the affected Bank
or the Administrative Agent pursuant to Section 1.10(a)(ii) or (iii) or (y)
if the affected Eurodollar Loan is then outstanding, upon at least one
Business Day's written notice to the Administrative Agent, require the
affected Bank to convert such Eurodollar Loan into a Base Rate Loan, provided
that, if more than one Bank is affected at any time, then all affected Banks
must be treated the same pursuant to this Section 1.10(b).

(c) If at any time after the Restatement Effective Date any Bank
determines that the introduction of or any change in any applicable law or
governmental rule, regulation, order, guideline, directive or request
(whether or not having the force of law) concerning capital adequacy, or any
change in interpretation or administration thereof by any governmental
authority, central bank or comparable agency, in each case introduced or
changed after the date hereof, will have the effect of increasing the amount
of capital required

or expected to be maintained by such Bank or any corporation controlling such
Bank based on the existence of such Bank's Commitments hereunder or its
obligations hereunder, then the Borrower shall, subject to the provisions of
Section 13.15 (to the extent applicable), pay to such Bank, upon its written
demand therefor, such additional amounts as shall be required to compensate
such Bank or such other corporation for the increased cost to such Bank or
such other corporation or the reduction in the rate of return to such Bank or
such other corporation as a result of such increase of capital. In
determining such additional amounts, each Bank will act reasonably and in
good faith and will use averaging and attribution methods which are
reasonable, provided that such Bank's determination of compensation owing
under this Section 1.10(c) shall, absent manifest error, be final and
conclusive and binding on all the parties hereto. Each Bank, upon
determining that any additional amounts will be payable pursuant to this
Section 1.10(c), will give prompt written notice thereof to the Borrower,
which notice shall show in reasonable detail the basis for and calculation of
such additional amounts.

1.11 Compensation. The Borrower shall, subject to the provisions
of Section 13.15 (to the extent applicable), compensate each Bank, upon its
written request (which request shall set forth in reasonable detail the basis
for requesting and the calculation of such compensation), for all reasonable
losses, expenses and liabilities (including, without limitation, any loss,
expense or liability incurred by reason of the liquidation or reemployment of
deposits or other funds required by such Bank to fund its Eurodollar Loans
but excluding any loss of anticipated profit) which such Bank may sustain:
(i) if for any reason (other than a default by such Bank or the
Administrative Agent) a Borrowing of, or conversion from or into, Eurodollar
Loans does not occur on a date specified therefor in a Notice of Borrowing or
Notice of Conversion (whether or not withdrawn by the Borrower or deemed
withdrawn pursuant to Section 1.10(a)); (ii) if any repayment (including any
repayment made pursuant to Section 4.02 or a result of an acceleration of the
Loans pursuant to Section 10) or conversion of any of its Eurodollar Loans
occurs on a date which is not the last day of an Interest Period with respect
thereto; (iii) if any prepayment of any of its Eurodollar Loans is not made
on any date specified in a notice of prepayment given by the Borrower; or
(iv) as a consequence of (x) any other default by the Borrower to repay its
Loans when required by the terms of this Agreement or any Note held by such
Bank or (y) any election made pursuant to Section 1.10(b).

1.12 Change of Lending Office. Each Bank agrees that on the
occurrence of any event giving rise to the operation of
Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.05 or
Section 4.04 with respect to such Bank, it will, if requested by the
Borrower, use reasonable efforts (subject to overall policy
considerations of such Bank) to designate another lending office for any
Loans or Letters of Credit affected by such event, provided that such
designation is made on such terms that such Bank and its lending office
suffer no economic, legal or regulatory disadvantage, with the object of
avoiding the consequence of the event giving rise to the operation of
such Section. Nothing in this Section 1.12 shall affect or postpone any
of the obligations of the Borrower or the right of any Bank provided in
Sections 1.10, 2.05 and 4.04.
14

1.13 Replacement of Banks. (x) If any Bank becomes a Defaulting
Bank or otherwise defaults in its obligations to make Loans or fund Unpaid
Drawings, (y) upon the occurrence of any event giving rise to the operation
of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.05 or Section
4.04 with respect to any Bank which results in such Bank charging to the
Borrower increased costs in excess of those being generally charged by the
other Banks, or (z) as provided in Section 13.12(b) in the case of certain
refusals by a Bank to consent to certain proposed changes, waivers,
discharges or terminations with respect to this Agreement which have been
approved by the Required Banks, the Borrower shall have the right, if no
Default or Event of Default will exist immediately after giving effect to the
respective replacement, to either replace such Bank (the "Replaced Bank")
with one or more other Eligible Transferee or Transferees, none of whom shall
constitute a Defaulting Bank at the time of such replacement (collectively,
the "Replacement Bank") reasonably acceptable to the Administrative Agent or,
at the option of the Borrower, to replace only (a) the Revolving Loan
Commitment (and outstandings pursuant thereto) of the Replaced Bank with an
identical Revolving Loan Commitment provided by the Replacement Bank or (b)
in the case of a replacement as provided in Section 13.12(b) where the
consent of the respective Bank is required with respect to less than all
Tranches of its Loans or Commitments, the Commitments and/or outstanding Term
Loans of such Bank in respect of each Tranche where the consent of such Bank
would otherwise be individually required, with identical Commitments and/or
Loans of the respective Tranche provided by the Replacement Bank, provided
that (i) at the time of any replacement pursuant to this Section 1.13, the
Replacement Bank shall enter into one or more Assignment and Assumption
Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant
to said Section 13.04(b) to be paid by the Replacement Bank) pursuant to
which the Replacement Bank shall acquire all of the Commitments and
outstanding Loans (or, in the case of the replacement of only (a) the
Revolving Loan Commitment, the Revolving Loan Commitment and outstanding
Revolving Loans or (b) the outstanding Term Loans of one or more Tranches,
the outstanding Term Loans of the respective Tranche or Tranches) of, and in
each case (except for the replacement of only the outstanding Term Loans of
one or more Tranches of the respective Bank) participations in Letters of
Credit by, the Replaced Bank and, in connection therewith, shall pay to (x)
the Replaced Bank in respect thereof an amount equal to the sum (without
duplication) of (A) an amount equal to the principal of, and all accrued
interest on, all outstanding Loans (or, in the case of the replacement of
only (I) the Revolving Loan Commitment, the outstanding Revolving Loans or
(II) the Term Loans of one or more Tranches, the outstanding Term Loans of
such Tranche or Tranches) of the Replaced Bank, (B) except in the case of the
replacement of only the outstanding Term Loans of one or more Tranches of a
Replaced Bank, an amount equal to all Unpaid Drawings that have been funded
by (and not reimbursed to) such Replaced Bank, together with all then unpaid
interest with respect thereto at such time and (C) an amount equal to all
accrued, but theretofore unpaid, Fees owing to the Replaced Bank (but only
with respect to the relevant Tranche, in the case of the replacement of less
than all Tranches of Loans then held by the respective Replaced Bank)
pursuant to Section 3.01 and (y) except in the

case of the replacement of only the outstanding Term Loans of one or more
Tranches of a Replaced Bank, the respective Issuing Bank an amount equal to
such Replaced Bank's Adjusted Percentage (for this purpose, determined as if
the adjustment described in clause (y) of the immediately succeeding sentence
had been made with respect to such Replaced Bank) of any Unpaid Drawing
(which at such time remains an Unpaid Drawing) to the extent such amount was
not theretofore funded by such Replaced Bank, and (ii) all obligations of the
Borrower owing to the Replaced Bank (other than those (a) specifically
described in clause (i) above in respect of which the assignment purchase
price has been, or is concurrently being, paid or (b) relating to any Tranche
of Loans and/or Commitments of the respective Replaced Bank which will remain
outstanding after giving effect to the respective replacement) shall be paid
in full to such Replaced Bank concurrently with such replacement. Upon the
execution of the respective Assignment and Assumption Agreements, the payment
of amounts referred to in clauses (i) and (ii) above and, if so requested by
the Replacement Bank, delivery to the Replacement Bank of the appropriate
Note or Notes executed by the Borrower, (x) the Replacement Bank shall become
a Bank hereunder and, unless the respective Replaced Bank continues to have
outstanding Term Loans or a Revolving Loan Commitment hereunder, the Replaced
Bank shall cease to constitute a Bank hereunder, except with respect to
indemnification provisions under this Agreement (including, without
limitation, Sections 1.10, 1.11, 2.05, 4.04, 13.01 and 13.06), which shall
survive as to such Replaced Bank and (y) in the case of a replacement of a
Defaulting Bank with a Non-Defaulting Bank, the Adjusted Percentages of the
Banks shall be automatically adjusted at such time to give effect to such
replacement (and to give effect to the replacement of a Defaulting Bank with
one or more Non-Defaulting Banks).

SECTION 2. Letters of Credit.

2.01 Letters of Credit. (a) Subject to and upon the terms
and conditions herein set forth, the Borrower may request that any
Issuing Bank issue, at any time and from time to time on and after the
Initial Borrowing Date and prior to the Revolving Loan Maturity Date,
(x) for the account of the Borrower and for the benefit of any holder
(or any trustee, agent or other similar representative for any such
holders) of L/C Supportable Indebtedness of the Borrower or any of its
Subsidiaries, an irrevocable sight standby letter of credit, in a form
customarily used by such Issuing Bank or in such other form as has been
approved by such Issuing Bank (each such standby letter of credit, a
"Standby Letter of Credit") in support of such L/C Supportable
Indebtedness and (y) for the account of the Borrower and for the benefit
of sellers of goods or materials to the Borrower or any of its
Subsidiaries, an irrevocable sight commercial letter of credit in a form
customarily used by such Issuing Bank or in such other form as has been
approved by such Issuing Bank (each such commercial letter of credit, a
"Trade Letter of Credit", and each such Trade Letter of Credit and each
Standby Letter of Credit, a "Letter of Credit") in support of commercial
transactions of the Borrower and its Subsidiaries. On the Restatement
Effective Date, all Original Letters of Credit and the Existing Letter
of Credit shall be deemed to have been issued under this Agreement and
shall for all purposes constitute "Letters of Credit" hereunder.

(b) Subject to the terms and conditions contained herein, the
Administrative Agent hereby agrees that it will (and at the Borrower's
request each other Issuing Bank may, at its option, agree that it will),
at any time and from time to time on or after the Initial Borrowing Date
and prior to the Revolving Loan Maturity Date, following its receipt of
the respective Letter of Credit Request, issue for the account of the
Borrower one or more Letters of Credit (x) in the case of Standby
Letters of Credit, in support of such L/C Supportable Indebtedness of
the Borrower or any of its Subsidiaries as is permitted to remain
outstanding without giving rise to a Default or Event of Default
hereunder and (y) in the case of Trade Letters of Credit, in support of
sellers of goods or materials as referenced in Section 2.01(a), provided
that the respective Issuing Bank shall be under no obligation to issue
any Letter of Credit of the types described above if at the time of such
issuance:

(i) any order, judgment or decree of any governmental
authority or arbitrator shall purport by its terms to enjoin
or restrain such Issuing Bank from issuing such Letter of
Credit or any requirement of law applicable to such Issuing
Bank or any request or directive (whether or not having the
force of law) from any governmental authority with
jurisdiction over such Issuing Bank shall prohibit, or request
that such Issuing Bank refrain from, the issuance of letters
of credit generally or such Letter of Credit in particular or
shall impose upon such Issuing Bank with respect to such
Letter of Credit any restriction or reserve or capital
requirement (for which such Issuing Bank is not otherwise
compensated) not in effect on the date

hereof, or any unreimbursed loss, cost or expense which was
not applicable, in effect or known to such Issuing Bank as of
the date hereof and which such Issuing Bank in good xxxxx
xxxxx material to it; or

(ii) such Issuing Bank shall have received notice from
any Bank prior to the issuance of such Letter of Credit of the
type described in the second sentence of Section 2.02(b).

(c) Notwithstanding the foregoing, (i) no Letter of
Credit shall be issued the Stated Amount of which, when added to the
Letter of Credit Outstandings (exclusive of Unpaid Drawings which are
repaid on the date of, and prior to the issuance of, the respective
Letter of Credit) at such time would exceed either (x) $25,000,000 or
(y) when added to the aggregate principal amount of all Revolving Loans
made by Non-Defaulting Banks and then outstanding and Swingline Loans
then outstanding, an amount equal to the Adjusted Total Revolving Loan
Commitment at such time, (ii) each Letter of Credit shall be denominated
in Dollars, (iii) each Letter of Credit shall by its terms terminate (x)
in the case of Standby Letters of Credit, on or before the earlier of
(A) the date which occurs 12 months after the date of the issuance
thereof (although any such Standby Letter of Credit may be automatically
extendable for successive periods of up to 12 months, but not beyond the
tenth Business Day prior to the Revolving Loan Maturity Date, on terms
acceptable to the Issuing Bank thereof) and (B) the tenth Business Day
prior to the Revolving Loan Maturity Date, and (y) in the case of Trade
Letters of Credit, on or before the earlier of (A) the date which occurs
180 days after the date of issuance thereof and (B) the date which is 30
days prior to the Revolving Loan Maturity Date and (iv) the Stated
Amount of each Letter of Credit upon issuance shall be not less than
$100,000 or such lesser amount as is acceptable to the respective
Issuing Bank.

2.02 Letter of Credit Requests. (a) Whenever the Borrower
desires that a Letter of Credit be issued for its account, the Borrower
shall give the Administrative Agent and the respective Issuing Bank at
least five Business Days' (or such shorter period as is acceptable to
the respective Issuing Bank) written notice thereof. Each notice shall
be in the form of Exhibit C (each, a "Letter of Credit Request").

(b) The making of each Letter of Credit Request shall be
deemed to be a representation and warranty by the Borrower that such
Letter of Credit may be issued in accordance with, and will not violate
the requirements of, Section 2.01(c). Unless the respective Issuing
Bank has received notice from any Bank before it issues a Letter of
Credit that one or more of the conditions specified in Section 5 or
Section 6, as applicable, are not then satisfied, or that the issuance
of such Letter of Credit would violate Section 2.01(c), then such
Issuing Bank shall issue the requested Letter of Credit for the account
of the Borrower in accordance with such Issuing Bank's usual and
customary practices. Upon the issuance of or amendment to any Standby
Letter of Credit, such Issuing Bank shall promptly notify each Bank of
such issuance or amendment and such notice shall be accompanied by a
copy of the

issued Standby Letter of Credit or amendment, as the case may be. For
Trade Letters of Credit on which the Issuing Bank is other than the
Administrative Agent, the Issuing Bank will send to the Administrative
Agent by facsimile transmission, promptly on the first Business Day of
each week, the daily aggregate Stated Amount of Trade Letters of Credit
issued by such Issuing Bank and outstanding during the preceding week.
The Administrative Agent shall deliver to each Bank, after each calendar
month end and upon each payment of the Letter of Credit Fee, a report
setting forth for the relevant period the daily aggregate Stated Amount
of all outstanding Trade Letters of Credit during such period.

2.03 Letter of Credit Participations. (a) Immediately upon
the issuance by any Issuing Bank of any Letter of Credit, such Issuing
Bank shall be deemed to have sold and transferred to each Bank with a
Revolving Loan Commitment, other than such Issuing Bank (each such Bank,
in its capacity under this Section 2.03, a "Participant"), and each such
Participant shall be deemed irrevocably and unconditionally to have
purchased and received from such Issuing Bank, without recourse or
warranty, an undivided interest and participation, to the extent of such
Participant's Adjusted Percentage, in such Letter of Credit, each
drawing made thereunder and the obligations of the Borrower under this
Agreement with respect thereto, and any security therefor or guaranty
pertaining thereto. Upon any change in the Revolving Loan Commitments
or Adjusted Percentages of the Banks pursuant to Section 1.13 or 13.04
or as a result of a Bank Default, it is hereby agreed that, with respect
to all outstanding Letters of Credit and Unpaid Drawings, there shall be
an automatic adjustment to the participations pursuant to this Section
2.03 to reflect the new Adjusted Percentages of the assignor and
assignee Bank or of all Banks with Revolving Loan Commitments, as the
case may be.

(b) In determining whether to pay under any Letter of Credit,
such Issuing Bank shall have no obligation relative to the other Banks
other than to confirm that any documents required to be delivered under
such Letter of Credit appear to have been delivered and that they appear
to comply on their face with the requirements of such Letter of Credit.
Any action taken or omitted to be taken by any Issuing Bank under or in
connection with any Letter of Credit if taken or omitted in the absence
of gross negligence or willful misconduct, shall not create for such
Issuing Bank any resulting liability to the Borrower or any Bank.

(c) In the event that any Issuing Bank makes any payment
under any Letter of Credit and the Borrower shall not have reimbursed
such amount in full to such Issuing Bank pursuant to Section 2.04(a),
such Issuing Bank shall promptly notify the Administrative Agent, which
shall promptly notify each Participant, of such failure, and each
Participant shall promptly and unconditionally pay to such Issuing Bank
the amount of such Participant's Adjusted Percentage of such
unreimbursed payment in Dollars and in same day funds. If the
Administrative Agent so notifies, prior to 11:00 A.M. (New York time) on
any Business Day, any Participant required to fund a payment under a
Letter of Credit, such Participant shall make available to such Issuing
Bank in Dollars such Participant's Adjusted Percentage of the

amount of such payment on such Business Day in same day funds. If and
to the extent such Participant shall not have so made its Adjusted
Percentage of the amount of such payment available to such Issuing Bank,
such Participant agrees to pay to such Issuing Bank, forthwith on demand
such amount, together with interest thereon, for each day from such date
until the date such amount is paid to such Issuing Bank at the overnight
Federal Funds Rate. The failure of any Participant to make available to
such Issuing Bank its Adjusted Percentage of any payment under any
Letter of Credit shall not relieve any other Participant of its
obligation hereunder to make available to such Issuing Bank its Adjusted
Percentage of any Letter of Credit on the date required, as specified
above, but no Participant shall be responsible for the failure of any
other Participant to make available to such Issuing Bank such other
Participant's Adjusted Percentage of any such payment.

(d) Whenever any Issuing Bank receives a payment of a
reimbursement obligation as to which it has received any payments from
the Participants pursuant to clause (c) above, such Issuing Bank shall
forward such payment to the Administrative Agent, which in turn shall
distribute to each Participant which has paid its Adjusted Percentage
thereof, in Dollars and in same day funds, an amount equal to such
Participant's share (based upon the proportionate aggregate amount
originally funded by such Participant to the aggregate amount funded by
all Participants) of the principal amount of such reimbursement
obligation and interest thereon accruing after the purchase of the
respective participations.

(e) Upon the request of any Participant, each Issuing Bank
shall furnish to such Participant copies of any Letter of Credit issued
by it and such other documentation as may reasonably be requested by
such Participant.

(f) The obligations of the Participants to make payments to
each Issuing Bank with respect to Letters of Credit issued by it shall
be irrevocable and not subject to any qualification or exception
whatsoever and shall be made in accordance with the terms and conditions
of this Agreement under all circumstances, including, without
limitation, any of the following circumstances:

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

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

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

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

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

2.04 Agreement to Repay Letter of Credit Drawings.
(a) The Borrower hereby agrees to reimburse the respective Issuing
Bank, by making payment to the Administrative Agent in immediately
available funds at the Payment Office, for any payment or disbursement
made by it under any Letter of Credit (each such amount, so paid until
reimbursed, an "Unpaid Drawing"), no later than three Business Days
after the date of such payment or disbursement, with interest on the
amount so paid or disbursed by such Issuing Bank, to the extent not
reimbursed prior to 12:00 Noon (New York time) on the date of such
payment or disbursement, from and including the date paid or disbursed
to but excluding the date such Issuing Bank was reimbursed by the
fBorrower therefor at a rate per annum which shall be the Base Rate in
effect from time to time plus the Applicable Margin for Revolving Loans
maintained as Base Rate Loans, provided, however, to the extent such
amounts are not reimbursed prior to 12:00 Noon (New York time) on the
fifth Business Day following such payment or disbursement, interest
shall thereafter accrue on the amounts so paid or disbursed by such
Issuing Bank (and until reimbursed by the Borrower) at a rate per annum
which shall be the Base Rate in effect from time to time plus the
Applicable Margin for Revolving Loans maintained as Base Rate Loans plus
2%, in each such case, with interest to be payable on demand. The
respective Issuing Bank shall give the Borrower prompt notice of each
Drawing under any Letter of Credit, provided that the failure to give
any such notice shall in no way affect, impair or diminish the
Borrower's obligations hereunder.

(b) The obligations of the Borrower under this Section
2.04 to reimburse the respective Issuing Bank with respect to drawings
on Letters of Credit (each, a "Drawing") (including, in each case,
interest thereon) shall be absolute and unconditional under any and all
circumstances and irrespective of any setoff, counterclaim or defense to
payment which the Borrower may have or have had against any Bank
(including in its capacity as issuer of the Letter of Credit or as
Participant), or any nonapplication or misapplication by the beneficiary
of the proceeds of such Drawing, the respective Issuing Bank's only
obligation to the Borrower being to confirm that any documents required
to be delivered under such Letter of Credit appear to have been
delivered and that they appear to comply on their face with the
requirements of such Letter of Credit. Any action taken or omitted to
be taken by any Issuing Bank under or in connection with any Letter of
Credit if taken or omitted in the absence of gross negligence or willful
misconduct, shall not create for such Issuing Bank any resulting
liability to the Borrower.

2.05 Increased Costs. If at any time after the date of
this Agreement, the introduction of or any change in any applicable law,
rule, regulation, order, guideline or request or in the interpretation
or administration thereof by any governmental authority charged with the
interpretation or administration thereof, or compliance by any Issuing
Bank or any Participant with any request or directive by any such
authority (whether or not having the force of law), or any change in
generally accepted accounting principles, shall either (i) impose,
modify or make applicable any reserve, deposit, capital adequacy or
similar requirement against letters of credit issued by any Issuing Bank
or participated in by any Participant, or (ii) impose on any Issuing
Bank or any Participant any other conditions relating, directly or
indirectly, to this Agreement or any Letter of Credit; and the result of
any of the foregoing is to increase the cost to any Issuing Bank or any
Participant of issuing, maintaining or participating in any Letter of
Credit, or reduce the amount of any sum received or receivable by any
Issuing Bank or any Participant hereunder or reduce the rate of return
on its capital with respect to Letters of Credit (except for changes in
the rate of tax on, or determined by reference to, the net income or
profits of such Issuing Bank or such Participant, or any franchise tax
based on the net income or profits of such Bank or Participant, in
either case pursuant to the laws of the United States of America, the
jurisdiction in which it is organized or in which its principal office
or applicable lending office is located or any subdivision thereof or
therein), but without duplication of any amounts payable in respect of
Taxes pursuant to Section 4.04(a), then, upon demand to the Borrower by
such Issuing Bank or any Participant (a copy of which demand shall be
sent by such Issuing Bank or such Participant to the Administrative
Agent) and subject to the provisions of Section 13.15 (to the extent
applicable), the Borrower shall pay to such Issuing Bank or such
Participant such additional amount or amounts as will compensate such
Bank for such increased cost or reduction in the amount receivable or
reduction on the rate of return on its capital. Any Issuing Bank or any
Participant, upon determining that any additional amounts will be
payable pursuant to this Section 2.05, will give prompt written notice
thereof to the Borrower, which notice shall include a certificate
submitted to the Borrower by such Issuing Bank or such Participant (a
copy of which certificate shall be sent by such Issuing Bank or such
Participant to the Administrative Agent), setting forth in reasonable
detail the basis for and the calculation of such additional amount or
amounts necessary to compensate such Issuing Bank or such Participant.
The certificate required to be delivered pursuant to this Section 2.05
shall, if delivered in good faith and absent manifest error, be final
and conclusive and binding on the Borrower.

SECTION 3. Commitment Commission; Fees; Reductions of
Commitment.

3.01 Fees. (a) The Borrower agrees to pay the
Administrative Agent for distribution to each Non-Defaulting Bank with a
Revolving Loan Commitment a commitment commission (the "Commitment
Commission") for the period from the Original Effective Date to and
including the Revolving Loan Maturity Date (or such earlier date as the
Total Revolving Loan Commitment shall have been terminated), computed at
a rate for each day equal to 1/2 of 1% per annum on the daily average
Unutilized Revolving Loan Commitment of such Non-Defaulting Bank.
Accrued Commitment Commission shall be due and payable quarterly in
arrears on each Quarterly Payment Date and on the Revolving Loan
Maturity Date or such earlier date upon which the Total Revolving Loan
Commitment is terminated.

(b) The Borrower agrees to pay to the Administrative Agent
for distribution to each Non-Defaulting Bank with a Revolving Loan
Commitment (based on their respective Adjusted Percentages) a fee in
respect of each Letter of Credit issued hereunder (the "Letter of Credit
Fee"), for the period from and including the date of issuance of such
Letter of Credit to and including the termination of such Letter of
Credit, computed at a rate per annum equal to the Applicable Margin then
in effect for Revolving Loans maintained as Eurodollar Loans on the
daily average Stated Amount of such Letter of Credit. Accrued Letter of
Credit Fees shall be due and payable quarterly in arrears on each
Quarterly Payment Date and upon the first day on or after the
termination of the Total Revolving Loan Commitment upon which no Letters
of Credit remain outstanding.

(c) The Borrower agrees to pay to the respective Issuing
Bank, for its own account, a facing fee in respect of each Letter of
Credit issued for its account hereunder (the "Facing Fee") for the
period from and including the date of issuance of such Letter of Credit
to and including the termination of such Letter of Credit, computed at a
rate equal to 1/4 of 1% per annum of the daily average Stated Amount of
such Letter of Credit; provided that in no event shall the annual Facing
Fee with respect to any Letter of Credit be less than $500, it being
agreed that, on the date of issuance of any Letter of Credit and on each
anniversary thereof prior to the termination of such Letter of Credit,
$500 will be paid toward the next year's Facing Fees for such Letter of
Credit, which amount shall be credited in direct order to the Facing
Fees which would otherwise be payable with respect to such Letter of
Credit in the succeeding annual period. Accrued Facing Fees shall be
due and payable quarterly in arrears on each Quarterly Payment Date and
on the date upon which the Total Revolving Loan Commitment has been
terminated and such Letter of Credit has been terminated in accordance
with its terms.

(d) The Borrower shall pay, upon each drawing under, issuance
of, or

amendment to, any Letter of Credit, such amount as shall at the time of
such event be the administrative charge which the respective Issuing
Bank is generally imposing in connection with such occurrence with
respect to letters of credit.

(e) The Borrower shall pay to each of the Agents, for
their own account, such other fees as have been agreed to in writing by
the Borrower and the Agents.

3.02 Voluntary Termination of Unutilized Commitments. (a)
Upon at least one Business Day's prior notice to the Administrative
Agent at its Notice Office (which notice the Administrative Agent shall
promptly transmit to each of the Banks), the Borrower shall have the
right, at any time or from time to time, without premium or penalty, to
terminate the Total Unutilized Revolving Loan Commitment, in whole or in
part, in integral multiples of $1,000,000 in the case of partial
reductions to the Total Revolving Loan Commitment, provided that
(i) each such reduction shall apply proportionately to permanently
reduce the Revolving Loan Commitment of each Bank with such a Commitment
and (ii) the reduction to the Total Unutilized Revolving Loan Commitment
shall in no case be in an amount which would cause the Revolving Loan
Commitment of any Bank to be reduced (as required by preceding clause
(i)) by an amount which exceeds the remainder of (x) the Unutilized
Revolving Loan Commitment of such Bank as in effect immediately before
giving effect to such reduction minus (y) such Bank's Adjusted
Percentage of the aggregate principal amount of Swingline Loans then
outstanding.

(b) In the event of certain refusals by a Bank as provided in
Section 13.12(b) to consent to certain proposed changes, waivers,
discharges or terminations with respect to this Agreement which have
been approved by the Required Banks, the Borrower may, subject to the
requirements of said Section 13.12(b) and upon five Business Days'
written notice to the Administrative Agent at its Notice Office (which
notice the Administrative Agent shall promptly transmit to each of the
Banks), terminate all of the Revolving Loan Commitment of such Bank so
long as all Loans, together with accrued and unpaid interest, fees and
all other amounts, owing to such Bank (other than amounts owing in
respect of any Tranche of Term Loans maintained by such Bank, if such
Term Loans are not being repaid pursuant to Section 13.12(b)) are repaid
concurrently with the effectiveness of such termination (at which time
Schedule I shall be deemed modified to reflect such changed amounts),
and at such time, unless the respective Bank continues to have
outstanding Term Loans hereunder, such Bank shall no longer constitute a
"Bank" for purposes of this Agreement, except with respect to
indemnification provisions under this Agreement (including, without
limitation, Sections 1.10, 1.11, 2.05, 4.04, 13.01 and 13.06), which
shall survive as to such repaid Bank.

3.03 Mandatory Reduction of Commitments. (a) The Total
Commitments (and the Tranche A Term Loan Commitment, the Tranche C Term
Loan Commitment and the Revolving Loan Commitment of each Bank) shall
terminate in its entirety on January 15,

1998 and the Original Credit Agreement shall continue in effect unless
the Restatement Effective Date shall have occurred on or prior to such
date.

(b) In addition to any other mandatory commitment reductions
pursuant to this Section 3.03, each of the Total Tranche A Term Loan
Commitment (and the Tranche A Term Loan Commitment of each Bank) and the
Total Tranche B Term Loan Commitment (and the Tranche B Term Loan
Commitment of each Bank) terminated in full on the Initial Borrowing
Date (after having given effect to the making of the Original Loans on
such date).

(c) In addition to any other mandatory commitment reductions
pursuant to this Section 3.03, the Total Tranche C Term Loan Commitment
(and the Tranche C Term Loan Commitment of each Bank) shall terminate in
its entirety on the Restatement Effective Date (after giving effect to
the making of the Tranche C Term Loans on such date).

(d) In addition to any other mandatory commitment reductions
pursuant to this Section 3.03, the Total Revolving Loan Commitment (and
the Revolving Loan Commitment of each Bank) shall terminate in its
entirety on the Revolving Loan Maturity Date.

(e) In addition to any other mandatory commitment reductions
pursuant to this Section 3.03, on each date after the Restatement
Effective Date upon which a mandatory prepayment of Term Loans pursuant
to Section 4.02(d) through (h), inclusive, is required (and exceeds in
amount the aggregate principal amount of Term Loans then outstanding) or
would be required if Term Loans were then outstanding, the Total
Revolving Loan Commitment shall be permanently reduced by the amount, if
any, by which the amount required to be applied pursuant to said Section
(determined as if an unlimited amount of Term Loans were actually
outstanding) exceeds the aggregate principal amount of Term Loans then
outstanding.

(f) Each reduction to the Total Tranche A Term Loan
Commitment, the Total Tranche C Term Loan Commitment and the Total
Revolving Loan Commitment pursuant to this Section 3.03 (or pursuant to
Section 4.02) shall be applied proportionately to reduce the Tranche A
Term Loan Commitment, the Tranche C Term Loan Commitment or the
Revolving Loan Commitment, as the case may be, of each Bank with such a
Commitment.

SECTION 4. Prepayments; Payments; Taxes.

4.01 Voluntary Prepayments. The Borrower shall have the
right to prepay the Loans, without premium or penalty, in whole or in
part at any time and from time to time on the following terms and
conditions: (i) the Borrower shall give the Administrative Agent prior
to 1:00 P.M. (New York time) at its Notice Office (x) at least one
Business Day's prior written notice (or telephonic notice promptly
confirmed in writing) of its intent to prepay Base Rate Loans (or same
day notice in the case of Swingline Loans provided such notice is given
prior to 12:00 Noon (New York time)) and (y) at least three Business
Days' prior written notice (or telephonic notice promptly confirmed in
writing) of its intent to prepay Eurodollar Loans, whether Tranche A
Term Loans, Tranche C Term Loans, Revolving Loans or Swingline Loans
shall be prepaid, the amount of such prepayment and the Types of Loans
to be prepaid and, in the case of Eurodollar Loans, the specific
Borrowing or Borrowings pursuant to which made, which notice the
Administrative Agent shall promptly transmit to each of the Banks; (ii)
each prepayment shall be in an aggregate principal amount of at least
$1,000,000 (or $250,000 in the case of Swingline Loans) or such lesser
amount of a Borrowing which is outstanding, provided that if any partial
prepayment of Eurodollar Loans made pursuant to any Borrowing shall
reduce the outstanding Eurodollar Loans made pursuant to such Borrowing
to an amount less than $5,000,000, then such Borrowing may not be
continued as a Borrowing of Eurodollar Loans and any election of an
Interest Period with respect thereto given by the Borrower shall have no
force or effect; (iii) at the time of any prepayment of Eurodollar Loans
pursuant to this Section 4.01 on any date other than the last day of the
Interest Period applicable thereto, the Borrower shall pay the amounts
required pursuant to Section 1.11; (iv) in the event of certain refusals
by a Bank as provided in Section 13.12(b) to consent to certain proposed
changes, waivers, discharges or terminations with respect to this
Agreement which have been approved by the Required Banks, the Borrower
may, upon 5 Business Days' written notice to the Administrative Agent at
its Notice Office (which notice the Administrative Agent shall promptly
transmit to each of the Banks) repay all Loans, together with accrued
and unpaid interest, Fees, and other amounts owing to such Bank (or
owing to such Bank with respect to each Tranche which gave rise to the
need to obtain such Bank's individual consent) in accordance with said
Section 13.12(b) so long as (A) in the case of the repayment of
Revolving Loans of any Bank pursuant to this clause (iv) the Revolving
Loan Commitment, if any, of such Bank is terminated concurrently with
such repayment (at which time Schedule I shall be deemed modified to
reflect the changed Revolving Loan Commitments) and (B) the consents
required by Section 13.12(b) in connection with the repayment pursuant
to this clause (iv) have been obtained; (v) each voluntary prepayment of
Term Loans pursuant to this Section 4.01 (except pursuant to preceding
clause (iv)) shall be applied to the Tranche A Term Loans and the
Tranche C Term Loans on a pro rata basis (based upon the then
outstanding principal amount of Tranche A Term Loans and Tranche C Term
Loans); and (vi) except as provided in preceding clause (iv), each
prepayment in respect of any Loans made pursuant to a Borrowing shall be
applied pro rata among the Loans comprising such Borrowing; provided
that at the Borrower's election in connection with any prepayment of
Revolving Loans pursuant to this Section 4.01, such prepayment shall not
be applied to any Revolving Loan of a Defaulting Bank. Each prepayment
of principal of any

Tranche of Term Loans pursuant to this Section 4.01 shall be applied to
reduce the then remaining Scheduled Repayments of the respective Tranche
of Term Loans pro rata based upon the then remaining principal amounts
of the Scheduled Repayments of the respective Tranche after giving
effect to all prior reductions thereto.

4.02 Mandatory Repayments and Commitment Reductions. (a)(i)
On any day on which the sum of the aggregate outstanding principal
amount of the Revolving Loans made by Non-Defaulting Banks, Swingline
Loans and the Letter of Credit Outstandings exceeds the Adjusted Total
Revolving Loan Commitment as then in effect, the Borrower shall prepay
principal of Swingline Loans and, after the Swingline Loans have been
repaid in full, Revolving Loans of Non-Defaulting Banks in an amount
equal to such excess. If, after giving effect to the prepayment of all
outstanding Swingline Loans and Revolving Loans of Non-Defaulting Banks,
the aggregate amount of the Letter of Credit Outstandings exceeds the
Adjusted Total Revolving Loan Commitment as then in effect, the Borrower
shall pay to the Administrative Agent at the Payment Office on such date
an amount of cash or Cash Equivalents equal to the amount of such excess
(up to a maximum amount equal to the Letter of Credit Outstandings at
such time), such cash or Cash Equivalents to be held as security for all
obligations of the Borrower to Non-Defaulting Banks hereunder in a cash
collateral account to be established by the Administrative Agent.

(ii) On any day on which the aggregate outstanding principal
amount of the Revolving Loans made by any Defaulting Bank exceeds the
Revolving Loan Commitment of such Defaulting Bank, the Borrower shall
prepay principal of Revolving Loans of such Defaulting Bank in an amount
equal to such excess.

(b) In addition to any other mandatory repayments or
commitment reductions pursuant to this Section 4.02, on each date set
forth below, the Borrower shall be required to repay that principal
amount of Tranche A Term Loans, to the extent then outstanding, as is
set forth opposite such date (each such repayment, as the same may be
reduced as provided in Sections 4.01 and 4.02(i), a "Tranche A Scheduled
Repayment", and each such date, a "Tranche A Scheduled Repayment Date"):

Tranche A
Scheduled Repayment Date Amount
------------------------ ------

The last Business Day of
May, 1997 $2,500,000

The last Business Day of
August, 1997 $2,500,000

The last Business Day of
November, 1997 $2,500,000

The last Business Day of
February, 1998 $2,500,000

The last Business Day of
May, 1998 $2,500,000

The last Business Day of
August, 1998 $2,500,000

The last Business Day of
November, 1998 $2,500,000

The last Business Day of
February, 1999 $2,500,000

The last Business Day of
May, 1999 $3,250,000

The last Business Day of
August, 1999 $3,250,000

The last Business Day of
November, 1999 $3,250,000

The last Business Day of
February, 2000 $3,250,000

The last Business Day of
May, 2000 $4,000,000

The last Business Day of
August, 2000 $4,000,000

The last Business Day of
November, 2000 $4,000,000

The last Business Day of
February, 2001 $4,000,000

The last Business Day of
May, 2001 $6,500,000

The last Business Day of
August, 2001 $6,500,000

The last Business Day of
November, 2001 $6,500,000

Tranche A Term Loan
Maturity Date $6,500,000

(c) In addition to any other mandatory repayments or
commitment reductions pursuant to this Section 4.02, on each date set
forth below, the Borrower shall be required to repay that principal
amount of Tranche C Term Loans, to the extent then outstanding, as is
set forth opposite such date (each such repayment, as the same may be
reduced as provided in Sections 4.01 and 4.02(i), a "Tranche C Scheduled
Repayment", and each such date, a "Tranche C Scheduled Repayment Date"):

Tranche C
Scheduled Repayment Date Amount
------------------------ ------

The last Business Day of
February, 1998 $600,000

The last Business Day of
May, 1998 $600,000

The last Business Day of
August, 1998 $600,000

The last Business Day of
November, 1998 $600,000

The last Business Day of
February, 1999 $600,000

The last Business Day of
May, 1999 $600,000

The last Business Day of
August, 1999 $600,000

The last Business Day of
November, 1999 $600,000

The last Business Day of
February, 2000 $600,000

The last Business Day of
May, 2000 $600,000

The last Business Day of
August, 2000 $600,000

The last Business Day of
November, 2000 $600,000

The last Business Day of
February, 2001 $600,000

The last Business Day of
May, 2001 $600,000

The last Business Day of
August, 2001 $600,000

The last Business Day of
November, 2001 $600,000

The last Business Day of
February, 2002 $600,000

The last Business Day of
May, 2002 $19,950,000

The last Business Day of

August, 2002 $19,950,000

The last Business Day of
November, 2002 $19,950,000

Tranche C Term Loan
Maturity Date $19,950,000

(d) In addition to any other mandatory repayments or
commitment reductions pursuant to this Section 4.02, on each date after
the Original Effective Date upon which Holdings or any of its
Subsidiaries receives any proceeds from any sale or issuance of its
equity (other than cash proceeds received from sales or issuances of
equity to employees, officers or directors of Holdings or any of its
Subsidiaries so long as all such cash proceeds are, substantially
concurrently with the receipt of such cash proceeds, used to repurchase
outstanding shares of common stock (or options to purchase common stock)
of Holdings pursuant to clause (x) of the proviso to Section 9.03(ii)
or, to the extent the cash proceeds are not so utilized, so long as the
aggregate amount of such cash proceeds excluded pursuant to this
parenthetical does not exceed $10,000,000) an amount equal to 100% of
the cash proceeds of the respective sale or issuance (net of
underwriting discounts and commissions and other direct costs associated
therewith, including, without limitation, legal fees and expenses) shall
be applied as a mandatory repayment of principal of outstanding Term
Loans in accordance with the requirements of Section 4.02(i) and (j),
provided that (i) in the case of an Initial Public Offering, only 50% of
the net cash proceeds thereof, if any, in excess of $50,000,000 shall be
applied as a mandatory repayment as set forth under this Section 4.02(d)
and (ii) the proceeds of any issuance of options, warrants or other
equity as part of a unit in connection with any issuance of Indebtedness
shall be treated as cash proceeds from the issuance of Indebtedness and
applied as a mandatory repayment as set forth under Section 4.02(e).

(e) In addition to any other mandatory repayments or
commitment reductions pursuant to this Section 4.02, on each date after
the Original Effective Date upon which Holdings or any of its
Subsidiaries receives any proceeds from any incurrence by Holdings or
any of its Subsidiaries of Indebtedness for borrowed money (other than
Indebtedness for borrowed money permitted to be incurred pursuant to
Section 9.04 as such Section is in effect on the Restatement Effective
Date), an amount equal to the cash proceeds (net of underwriting
discounts and commissions and other costs associated therewith
including, without limitation, legal fees and expenses) of the
respective incurrence of Indebtedness shall be applied as a mandatory
repayment of principal of outstanding Term Loans in accordance with the
requirements of Sections 4.02(i) and (j).

(f) In addition to any other mandatory repayments or
commitment reductions pursuant to this Section 4.02, on each date after
the Original Effective Date upon which Holdings or any of its
Subsidiaries receives proceeds from any sale of assets (including

capital stock and securities held thereby, but excluding (i) sales or
transfers of inventory in the ordinary course of business, (ii) sales or
transfers of assets in accordance with Sections 9.02(v) and (vi) as in
effect on the Restatement Effective Date, (iii) sales of assets between
the Borrower and its Wholly-Owned Subsidiaries and/or sales of assets
between Wholly-Owned Subsidiaries of the Borrower, in each case to the
extent permitted by Section 9.02, (iv) the sale or other disposition of
equipment in the ordinary course of business to the extent that the
Borrower has delivered a certificate to the Administrative Agent on or
prior to such date stating that it intends to reinvest such Net Sale
Proceeds in replacement equipment within 270 days after the respective
date of sale or disposition and (v) any other sale of assets so long as,
and to the extent that, the aggregate amount of Net Sale Proceeds from
all sales of assets excluded pursuant to this clause (v) during the
respective fiscal year of the Borrower in which the Net Sale Proceeds
are received does not exceed $5,000,000), an amount equal to 100% of the
Net Sale Proceeds therefrom shall be applied as a mandatory repayment of
principal of outstanding Term Loans in accordance with the requirements
of Sections 4.02(i) and (j). To the extent any Net Sale Proceeds are
not required to be applied pursuant to this Section 4.02(f) as a result
of clause (iv) contained in the parenthetical appearing in the first
sentence of this Section 4.02(f), then on the 270th day after the date
of the respective sale or disposition, the Net Sale Proceeds of the
respective sale or disposition shall be applied as otherwise required by
this Section 4.02(f) (determined without regard to clause (iv) contained
in the parenthetical appearing in this first sentence of this Section
4.02(f)) to the extent not actually used as contemplated by said clause
(iv) by said 270th day.

(g) In addition to any other mandatory repayments pursuant to
this Section 4.02, on each Excess Cash Payment Date, an amount equal to
75% of the Excess Cash Flow for the relevant Excess Cash Payment Period
shall be applied as a mandatory repayment of principal of outstanding
Term Loans in accordance with the requirements of Sections 4.02(i) and
(j); provided, however, that after the time (the "Excess Cash Flow
Conversion Time") that the principal of Term Loans have been repaid,
and/or the Total Revolving Loan Commitment has been permanently reduced,
after the Restatement Effective Date in the aggregate amount of
$25,000,000 solely as a result of this Section 4.02(g) (or pursuant to
Section 3.03(e) as a result of this Section 4.02(g)), an amount equal to
50% (rather than 75%) of such Excess Cash Flow shall be applied pursuant
to this clause (g).

(h) In addition to any other mandatory repayments or
commitment reductions pursuant to this Section 4.02, within 10 days
following each date after the Original Effective Date on which Holdings
or any of its Subsidiaries receives any proceeds from any Recovery
Event, an amount equal to 100% of the proceeds of such Recovery Event
(net of reasonable costs including without limitation legal costs and
expenses, and taxes incurred in connection with such Recovery Event)
shall be applied as a mandatory repayment of principal of outstanding
Term Loans (or, if the Initial Borrowing Date has not yet occurred, such
amounts shall be applied as a mandatory reduction to the Total Term Loan
Commitment) in accordance with the requirements of Sections 4.02(i) and
(j), provided that (x) so long as no Default or Event of Default then
exists and such proceeds do not exceed $2,500,000, such proceeds

shall not be required to be so applied on such date to the extent that
the Borrower has delivered a certificate to the Administrative Agent on
or prior to such date stating that such proceeds shall be used or shall
be committed to be used to replace or restore any properties or assets
in respect of which such proceeds were paid within one year following
the date of such Recovery Event (which certificate shall set forth the
estimates of the proceeds to be so expended) and (y) so long as no
Default or Event of Default then exists and to the extent that (a) the
amount of such proceeds exceeds $2,500,000, (b) the amount of such
proceeds, together with other cash available to the Borrower and
permitted to be spent by it on Capital Expenditures during the relevant
period pursuant to Section 9.07 (without regard to Section 9.07(c) in
the case of such other cash), equals 100% of the cost of replacement or
restoration of the properties or assets in respect of which such
proceeds were paid as determined by the Borrower and as supported by
such estimates or bids from contractors or subcontractors or such other
supporting information as the Administrative Agent may reasonably
request and (c) the Borrower has delivered to the Administrative Agent a
certificate on or prior to the date the application would otherwise be
required pursuant to this Section 4.02(h) in the form described in
clause (x) above and also certifying (I) its determination as required
by preceding clause (b) and (II) that, for the period from the date of
the respective casualty, condemnation or other event giving rise to the
Recovery Event and continuing through the completion of the replacement
or restoration of respective properties or assets, the Borrower has (and
will continue to maintain) business interruption insurance at levels,
and in scope of coverage, which are at least as great as the amount for
such insurance as is set forth in Schedule VI, then the entire amount of
the proceeds of such Recovery Event and not just the portion in excess
of $2,500,000 shall be deposited with the Administrative Agent pursuant
to a cash collateral arrangement reasonably satisfactory to the
Administrative Agent and the Borrower (or, in the case of a Foreign
Subsidiary, with any other lending institution reasonably satisfactory
to the Administrative Agent and the Borrower and located in the
jurisdiction of such Foreign Subsidiary, it being understood and agreed
that the Secured Creditors shall have no security interest in the funds
so deposited by a Foreign Subsidiary) whereby such proceeds shall be
disbursed to the Borrower or its respective Subsidiary from time to time
as needed to pay actual costs incurred by it or required to be advanced
by it in connection with the replacement or restoration of the
respective properties or assets (pursuant to such reasonable
certification requirements as may be established by the Administrative
Agent), provided further that (except in the case of funds deposited by
a Foreign Subsidiary as described above) at any time while an Event of
Default has occurred and is continuing, the Required Banks may direct
the Administrative Agent (in which case the Administrative Agent shall,
and is hereby authorized by the Borrower to, follow said directions) to
apply any or all proceeds then on deposit in such collateral account to
the repayment of Obligations hereunder in the same manner as proceeds
would be applied pursuant to the Security Agreement, and provided
further, that if all or any portion of such proceeds not required to be
applied to the repayment of Term Loans pursuant to the second preceding
proviso (whether pursuant to clause (x) or (y) thereof) are either (A)
not so used or committed to be so used within one year after the date of
the respective Recovery Event or (B) if committed to be used within one
year after the date of receipt of such proceeds of such Recovery Event
and not so

used within two years after the date of the respective Recovery Event
then, in either such case, such remaining portion not used or committed
to be used in the case of preceding clause (A) and not used in the case
of preceding clause (B) shall be applied on the date which is the first
anniversary of the date of the respective Recovery Event in the case of
clause (A) above or the date occurring two years after the date of the
respective Recovery Event in the case of clause (B) above as a mandatory
repayment of principal of outstanding Term Loans in accordance with the
requirements of Section 4.02(i) and (j).

(i) Each amount required to be applied to Term Loans (or to
the Total Term Loan Commitment) pursuant to Sections 4.02(d), (e), (f),
(g) and (h) shall be applied pro rata to each Tranche of Term Loans
based upon the then remaining principal amounts of the respective
Tranches (with each Tranche of Term Loans to be allocated that
percentage of the amount to be applied as is equal to a fraction
(expressed as a percentage) the numerator of which is the then
outstanding principal amount of such Tranche of Term Loans and the
denominator of which is equal to the then outstanding principal amount
of all Term Loans). Any amount required to be applied to any Tranche of
Term Loans pursuant to Sections 4.02(d), (e), (f), (g) and (h) shall be
applied to repay the outstanding principal amount of Term Loans of the
respective Tranche then outstanding. The amount of each principal
repayment of Term Loans made as required by Sections 4.02(d), (e), (f),
(g) and (h) shall be applied to reduce the then remaining Scheduled
Repayments of the respective Tranche pro rata based upon the then
remaining principal amounts of the Scheduled Repayments of the
respective Tranche after giving effect to all prior reductions thereto.

(j) With respect to each repayment of Loans required by this
Section 4.02, the Borrower may designate the Types of Loans of the
respective Tranche which are to be repaid and, in the case of Eurodollar
Loans, the specific Borrowing or Borrowings of the respective Tranche
pursuant to which made, provided that: (i) repayments of Eurodollar
Loans pursuant to this Section 4.02 may only be made on the last day of
an Interest Period applicable thereto unless all Eurodollar Loans of the
respective Tranche with Interest Periods ending on such date of required
repayment and all Base Rate Loans of the respective Tranche have been
paid in full; (ii) if any repayment of Eurodollar Loans made pursuant to
a single Borrowing shall reduce the outstanding Eurodollar Loans made
pursuant to such Borrowing to an amount less than $5,000,000, such
Borrowing shall be converted at the end of the then current Interest
Period into a Borrowing of Base Rate Loans; and (iii) each repayment of
any Loans comprising a Borrowing shall be applied pro rata among such
Loans. In the absence of a designation by the Borrower as described in
the preceding sentence, the Administrative Agent shall, subject to the
above, make such designation in its sole discretion with a view, but no
obligation, to minimize breakage costs owing under Section 1.11.

(k) Notwithstanding anything to the contrary contained
elsewhere in this Agreement, (i) all then outstanding Swingline Loans
shall be repaid in full on the Swingline Expiry Date and (ii) all other
then outstanding Loans shall be repaid in full on the respective
Maturity Date for such Loans.
35

4.03 Method and Place of Payment. Except as otherwise
specifically provided herein, all payments under this Agreement or any
Note shall be made to the Administrative Agent for the account of the
Bank or Banks entitled thereto not later than 12:00 Noon (New York time)
on the date when due and shall be made in Dollars in immediately
available funds at the Payment Office of the Administrative Agent.
Whenever any payment to be made hereunder or under any Note shall be
stated to be due on a day which is not a Business Day, the due date
thereof shall be extended to the next succeeding Business Day and, with
respect to payments of principal, interest shall be payable at the
applicable rate during such extension.

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

imposed and paid by such Bank.

(b) Each Bank that is not a United States person (as such
term is defined in Section 7701(a)(30) of the Code) for U.S. Federal
income tax purposes agrees to deliver to the Borrower and the
Administrative Agent on or prior to the Original Effective Date (or the
Restatement Effective Date in the case of such Banks that first become
party hereto on the Restatement Effective Date), or in the case of a
Bank that is an assignee or transferee of an interest under this
Agreement pursuant to Section 1.13 or 13.04 (unless the respective Bank
was already a Bank hereunder immediately prior to such assignment or
transfer), on the date of such assignment or transfer to such Bank, (i)
two accurate and complete original signed copies of Internal Revenue
Service Form 4224 or 1001 (or successor forms) certifying to such Bank's
entitlement to a complete exemption from United States withholding tax
with respect to payments to be made under this Agreement and under any
Note, or (ii) if the Bank is not a "bank" within the meaning of Section
881(c)(3)(A) of the Code and cannot deliver either Internal Revenue
Service Form 1001 or 4224 pursuant to clause (i) above, (x) a
certificate substantially in the form of Exhibit D (any such
certificate, a "Section 4.04(b)(ii) Certificate") and (y) two accurate
and complete original signed copies of Internal Revenue Service Form W-8
(or successor form) certifying to such Bank's entitlement to a complete
exemption from United States withholding tax with respect to payments of
interest to be made under this Agreement and under any Note. In
addition, each Bank agrees that from time to time after the Restatement
Effective Date, when a lapse in time or change in circumstances renders
the previous certification obsolete or inaccurate in any material
respect, it will deliver to the Borrower and the Administrative Agent
two new accurate and complete original signed copies of Internal Revenue
Service Form 4224 or 1001, or Form W-8 and a Section 4.04(b)(ii)
Certificate, as the case may be, and such other forms as may be required
in order to confirm or establish the entitlement of such Bank to a
continued exemption from or reduction in United States withholding tax
with respect to payments under this Agreement and any Note, or it shall
immediately notify the Borrower and the Administrative Agent of its
inability to deliver any such Form or Certificate, in which case such
Bank shall not be required to deliver any such Form or Certificate
pursuant to this Section 4.04(b). Notwithstanding anything to the
contrary contained in Section 4.04(a), but subject to Section 13.04(b)
and the immediately succeeding sentence, (x) the Borrower shall be
entitled, to the extent it is required to do so by law, to deduct or
withhold income or similar taxes imposed by the United States (or any
political subdivision or taxing authority thereof or therein) from
interest, Fees or other amounts payable hereunder for the account of any
Bank which is not a United States person (as such term is defined in
Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to
the extent that such Bank has not provided to the Borrower U.S. Internal
Revenue Service Forms that establish a complete exemption from such
deduction or withholding and (y) the Borrower shall not be obligated
pursuant to Section 4.04(a) hereof to gross-up payments to be made to a
Bank in respect of income or similar taxes imposed by the United States
if (I) such Bank has not provided to the Borrower the Internal Revenue
Service Forms required to be provided to the Borrower pursuant to this
Section 4.04(b) or (II) in the case of a payment, other than interest,
to a Bank described in clause (ii) above, to the extent

that such Forms do not establish a complete exemption from withholding
of such taxes. Notwithstanding anything to the contrary contained in
the preceding sentence or elsewhere in this Section 4.04 and except as
set forth in Section 13.04(b), the Borrower agrees to pay any additional
amounts and to indemnify each Bank in the manner set forth in Section
4.04(a) (without regard to the identity of the jurisdiction requiring
the deduction or withholding) in respect of any Taxes deducted or
withheld by it as described in the immediately preceding sentence as a
result of any changes after the Restatement Effective Date in any
applicable law, treaty, governmental rule, regulation, guideline or
order, or in the interpretation thereof, relating to the deducting or
withholding of such Taxes.

(c) If the Borrower pays any additional amount under this
Section 4.04 to a Bank and such Bank determines in its sole discretion
that it has actually received or realized in connection therewith any
refund or any reduction of, or credit against, its Tax liabilities in or
with respect to the taxable year in which the additional amount is paid
(a "Tax Benefit"), such Bank shall pay to the Borrower an amount that
the Bank shall, in its sole discretion, determine is equal to the net
benefit, after tax, which was obtained by the Bank in such year as a
consequence of such Tax Benefit; provided, however, that (i) such Bank
shall not be required to make any payment under this Section 4.04(c) if
an Event of Default shall have occurred and be continuing; (ii) any
Taxes that are imposed on a Bank as a result of a disallowance or
reduction (including through the expiration of any tax credit carryover
or carryback of such Bank that otherwise would not have expired) of any
Tax Benefit with respect to which such Bank has made a payment to the
Borrower pursuant to this Section 4.04(c) shall be treated as a Tax for
which the Borrower is obligated to indemnify such Bank pursuant to this
Section 4.04 without any exclusions or defenses; and (iii) nothing in
this Section 4.04(c) shall require the Bank to disclose any confidential
information to the Borrower (including, without limitation, its tax
returns).

SECTION 5. Conditions Precedent to Restatement Effective
Date. The occurrence of the Restatement Effective Date, and the
obligation of each Bank to continue, convert and/or make Loans, and the
obligation of each Issuing Bank to issue Letters of Credit, on the
Restatement Effective Date, is subject at the time of the occurrence of
the Restatement Effective Date to the satisfaction of the following
conditions:

5.01 Execution of Agreement; Notes. On or prior to the
Restatement Effective Date (i) this Agreement shall have been executed
and delivered as provided in Section 13.10 and (ii) there shall have
been delivered to the Administrative Agent for the account of each of
the Banks the appropriate Tranche C Term Note and/or Revolving Note
executed by the Borrower, in each case in the amount, maturity and as
otherwise provided herein.

5.02 Fees, etc. On the Restatement Effective

Date, the Borrower shall have paid to the Agents and the Banks all
costs, fees and expenses (including, without limitation, legal fees and
expenses) payable to the respective Agents and the Banks to the extent
then due.

5.03 Opinion of Counsel. On the Restatement Effective Date,
the Administrative Agent shall have received an opinion from Dechert
Price & Xxxxxx, special counsel to Holdings and its Subsidiaries,
addressed to each of the Agents and each of the Banks and dated the
Restatement Effective Date covering the matters set forth in Exhibit E
(including the matters set forth in Section 5.17), and otherwise in form
and substance satisfactory to the Agents.

5.04 Corporate Documents; Proceedings; etc. (a) On the
Restatement Effective Date, the Administrative Agent shall have received
a certificate, dated the Restatement Effective Date, signed by the
chairman of the board, the president, any vice president or the
treasurer of Holdings, the Borrower and each Subsidiary of the Borrower
which is to become a Credit Party on the Restatement Effective Date
(excluding any such Person which was a Credit Party on the Original
Effective Date), and attested to by the secretary or any assistant
secretary of the respective such Person, in the form of Exhibit F with
appropriate insertions, together with copies of the certificate of
incorporation and by-laws of the respective such Person, and the
resolutions of the respective such Person referred to in such
certificate, and the foregoing shall be reasonably acceptable to the
Agents.

(b) On the Restatement Effective Date, the Administrative
Agent shall have received certificates of all Credit Parties (other than
the Credit Parties delivering certificates pursuant to preceding clause
(a)) (x) certifying that there were no changes, or providing the text of
any changes, to the certificate of incorporation and by-laws of such
Credit Parties as delivered pursuant to Section 5.04 of the Original
Credit Agreement, (y) to the effect that each such Credit Party is in
good standing in its respective state of incorporation and in those
states where each such Credit Party conducts business and (z) providing
the resolutions adopted by each such Credit Party with respect to the
actions contemplated in this Agreement (including without limitation
with respect to the Acquisition and the amendment and restatement of
this Agreement, and the obligations of such Credit Party with respect to
the increased extensions of credit pursuant hereto), and the foregoing
shall be reasonably acceptable to the Agents in their reasonable
discretion.

(c) All corporate and legal proceedings and all material
instruments and agreements in connection with the transactions
contemplated by this Agreement and the other Documents shall be
reasonably satisfactory in form and substance to the Agents and the
Required Banks, and the Administrative Agent shall have received all
information and copies of all documents and papers, including records of
corporate proceedings, governmental approvals, good standing
certificates and bring-down telegrams or facsimiles, if any, which any
Agent reasonably may have requested in connection therewith, such
documents and

papers where appropriate to be certified by proper corporate or
governmental authorities.

5.05 Employee Benefit Plans; Shareholders' Agreements;
Management Agreements; Debt Agreements; Tax Sharing Agreements. (a) On
the Restatement Effective Date, there shall have been made available for
review by the Agents and the Banks true and correct copies of the
following documents (in each case except to the extent already delivered
or made available for review by the Agents and the Banks on or prior to
the Original Effective Date), in each case as same will be in effect on
the Restatement Effective Date after the consummation of the
Acquisition:

(i) all Plans (and for each Plan that is required to file an
annual report on Internal Revenue Service Form 5500-series, a copy
of the most recent such report (including, to the extent required,
the related financial and actuarial statements and opinions and
other supporting statements, certifications, schedules and
information), and for each Plan that is a "single-employer plan,"
as defined in Section 4001(a)(15) of ERISA, if any, the most
recently prepared actuarial valuation therefor) and any other
"employee benefit plans," as defined in Section 3(3) of ERISA, and
any other material agreements, plans or arrangements, with or for
the benefit of current or former employees of Holdings or any of
its Subsidiaries or any ERISA Affiliate (provided that the
foregoing shall apply in the case of any multiemployer plan, if
any, as defined in 4001(a)(3) of ERISA, only to the extent that any
document described therein is in the possession of Holdings or any
Subsidiary of Holdings or any ERISA Affiliate or reasonably
available thereto from the sponsor or trustee of any such plan)
(collectively, together with any agreements, plans or arrangements
referred to in Section 5.05(i) of the Original Credit Agreement,
and any amendments thereto referred in Section 5.05(b), the
"Employee Benefit Plans");

(ii) all agreements entered into by Holdings or any of its
Subsidiaries governing the terms and relative rights of its capital
stock and any agreements entered into by shareholders relating to
any such entity with respect to its capital stock (collectively,
together with any agreements referred to in Section 5.05(ii) of the
Original Credit Agreement, and any amendments thereto referred in
Section 5.05(b), the "Shareholders' Agreements");

(iii) all agreements with members of, or with respect to, the
management of Holdings or any of its Subsidiaries (collectively,
together with any agreements referred to in Section 5.05(iii) of
the Original Credit Agreement, and any amendments thereto referred
in Section 5.05(b), the "Management Agreements");

(iv) all agreements evidencing or relating to Indebtedness of
Holdings or any

of its Subsidiaries which is to remain outstanding after giving
effect to the incurrence of Loans on the Initial Borrowing Date
(collectively, together with any agreements referred to in Section
5.05(iv) of the Original Credit Agreement, and any amendments
thereto referred in Section 5.05(b), the "Debt Agreements"); and

(v) all tax sharing, tax allocation and other similar
agreements entered into by Holdings or any of its Subsidiaries
(collectively, together with any agreements referred to in Section
5.05(v) of the Original Credit Agreement, and any amendments
thereto referred in Section 5.05(b), the "Tax Sharing Agreements");

all of which Employee Benefit Plans, Shareholders' Agreements,
Management Agreements, Debt Agreements and Tax Sharing Agreements shall,
except to the extent such agreements are of no force and effect on the
Restatement Effective Date, be in form and substance reasonably
satisfactory to the Agents.

(b) On or prior to the Restatement Effective Date, the
Administrative Agent shall have received (i) a certification from the
chairman of the board, the president, any vice president or the
treasurer of the Borrower that all agreements and plans referenced in
Section 5.05 of the Original Credit Agreement, previously delivered (or
made available) to the Administrative Agent by each Credit Party, remain
in full force and effect (or specifying which of such agreements and
plans do not remain in full force and effect) and (ii) any amendments
thereto or additional such agreements.

5.06 Consummation of Acquisition. On or prior to the Restatement
Effective Date, (i) there shall have been delivered to the Administrative
Agent and the Banks true and correct copies of all Acquisition Documents,
certified as such by an officer of Holdings, all of which shall be in form
and substance reasonably satisfactory to the Agents and the Required Banks,
(ii) the Acquisition, including all of the terms and conditions thereof,
shall have been duly approved by the requisite boards of directors and (if
required by applicable law) the requisite shareholders and all Acquisition
Documents shall have been duly executed and delivered by the parties thereto
and shall be in full force and effect, (iii) the representations and
warranties set forth in the Acquisition Documents shall be true and correct
in all material respects as if made on and as of the Restatement Effective
Date, (iv) each of the conditions precedent to the consummation of the
Acquisition as set forth in the Acquisition Documents shall have been
satisfied, and not waived except with the consent (which will not be
unreasonably withheld) of each Agent and the Required Banks, to the
satisfaction of each Agent and the Required Banks, (v) all Liens or
Indebtedness to be incurred or assumed in connection with the Acquisition
shall be otherwise permitted under this Agreement (including without
limitation Sections 9.01 and 9.04), (vi) the Acquisition shall have been, or
shall substantially contemporaneously (and in any event on the Restatement
Effective Date) be, consummated in accordance with the Acquisition Documents
and all applicable law (excluding immaterial violations of law which could
not reasonably be expected to have, in

the aggregate for all such violations, a material adverse effect on the
Acquisition or on the operations, financial condition or prospects of
Holdings and its Subsidiaries taken as a whole).

5.07 Indebtedness. Each element of the Transaction shall
have been consummated to the reasonable satisfaction of the Agents.
After giving effect to the consummation of the Transaction, Holdings,
the Borrower and their respective Subsidiaries shall have no outstanding
Indebtedness except (i) the Senior Subordinated Notes, (ii) the Seller
Note, (iii) the Loans, and (iv) such other Indebtedness, if any, as
shall be permitted to remain outstanding by the Agents and the Required
Banks and which is listed on Schedule V hereto.

5.08 Subsidiary Credit Parties; etc. (a) Each Subsidiary
Guarantor shall have executed and delivered a counterpart of this
Agreement, pursuant to which it makes the acknowledgements and
agreements in the form appearing before the signature pages of the
Subsidiary Guarantors at the end of this Agreement.

(b) In addition to the actions required pursuant to preceding
clause (a), each Subsidiary Guarantor which was not a Subsidiary
Guarantor immediately before giving effect to the Restatement Effective
Date, shall have duly authorized, executed and delivered counterparts of
the Subsidiaries Guaranty, the Security Agreement and the Pledge
Agreement, thereby becoming parties thereto.

5.09 Pledge Agreement. On the Restatement Effective Date,
the Credit Parties shall furnish to the Administrative Agent updates, as
necessary, to the schedules to the Pledge Agreement (as prepared as of
the Restatement Effective Date and after giving effect thereto) and each
Credit Party shall deliver to the Collateral Agent, as Pledgee, all of
the Pledged Securities, if any, referred to therein that are owned by
such Credit Party (to the extent not already delivered pursuant to the
Pledge Agreement) (x) endorsed in blank in the case of promissory notes
constituting Pledged Securities and (y) together with executed and
undated stock powers, in the case of capital stock constituting Pledged
Securities.

5.10 Security Agreement. On the Restatement Effective Date, the Credit
Parties shall cause to be delivered to the Administrative Agent updated
schedules to the Security Agreement, prepared as of the Restatement Effective
Date (and after giving effect thereto), which schedules shall be true and
correct in all material respects. In addition, each Subsidiary of the
Borrower which becomes party to the Security Agreement on the Restatement
Effective Date shall, in addition to executing counterparts of the Security
Agreement as required above, deliver the following:

(a) proper Financing Statements (Form UCC-1) fully executed
for filing

under the UCC or other appropriate filing offices of each
jurisdiction as may be necessary or, in the reasonable opinion of
the Collateral Agent, desirable to perfect the security interests
purported to be created by the Security Agreement;

(b) certified copies of Requests for Information or Copies
(Form UCC-11), or equivalent reports, listing all effective
financing statements that name such Credit Party as debtor and that
are filed in the jurisdictions referred to in clause (a) above,
together with copies of such other financing statements (none of
which shall cover the Collateral except to the extent evidencing
Permitted Liens or in respect of which the Collateral Agent shall
have received termination statements (Form UCC-3) or such other
termination statements as shall be required by local law) fully
executed for filing;

(c) evidence of execution for post-closing filing and
recordation of all other recordings and filings of, or with respect
to, the Security Agreement as may be necessary or, in the
reasonable opinion of the Collateral Agent, desirable to perfect
and protect (or maintain the perfection of) the security interests
intended to be created by such Security Agreement; and

(d) all other actions necessary (including the amending of
any existing financing statements) or, in the reasonable opinion of
the Collateral Agent, desirable to perfect and protect (or maintain
the perfection of) the security interests purported to be created
(or maintained) by the Security Agreement have been taken.

5.11 Mortgage Amendments. On the Restatement Effective Date, the
Collateral Agent shall have received:

(a) fully executed counterparts of amendments (the "Mortgage
Amendments"), in form and substance satisfactory to the Agents, to
each of the Original Mortgages, together with evidence that
counterparts of each of the Mortgage Amendments have been delivered
to the title insurance company insuring the Lien of the Original
Mortgages for recording in all places to the extent necessary or,
in the reasonable opinion of the Collateral Agent, desirable to
effectively maintain a valid and enforceable first priority
(subject to Permitted Liens) mortgage lien on each Original
Mortgaged Property in favor of the Collateral Agent (or such other
trustee as may be required or desired under local law) for the
benefit of the Secured Creditors; and

(b) endorsements of the authorized issuing agent for title
insurers reasonably satisfactory to the Collateral Agent to each
Original Mortgage Policy assuring the Collateral Agent that each
Original Mortgage is a valid and enforceable first priority
mortgage lien on the respective Original Mortgaged Properties, free
and clear of all defects and encumbrances except Permitted Liens.

5.12 Consent Letter. On the Restatement Effective Date, the
Administrative Agent shall have received a letter from Corporation Service
Company, presently located at 000 Xxxxxxx Xxxxxx, Xxxxxx, Xxx Xxxx 00000,
substantially in the form of Exhibit H, indicating its consent to its
appointment by each Credit Party as its agent to receive service of process
as specified in Section 13.08.

5.13 Adverse Change; Governmental Approvals; etc. (a) On the
Restatement Effective Date, nothing shall have occurred or been threatened
(and neither the Banks nor the Agents shall have become aware of any facts,
conditions or other information not previously known) since November 23, 1997
which either the Agents or the Required Banks shall determine has, or is
reasonably likely to have, a material adverse effect on (i) the Transaction,
(ii) the rights or remedies of the Banks or the Agents, or the ability of the
Credit Parties to perform their respective obligations to the Banks or the
Agents or (iii) the performance, business, operations, property, assets,
liabilities, condition (financial or otherwise) or prospects of the Acquired
Business or Holdings and its Subsidiaries taken as a whole.

(b) On or prior to the Restatement Effective Date, all necessary
material governmental (domestic and foreign) and third party approvals and/or
consents in connection with the Transaction, the transactions contemplated by
the Credit Documents and otherwise referred to herein or therein shall have
been obtained and remain in effect, and all applicable waiting periods shall
have expired without any action being taken by any competent authority which
restrains, prevents or imposes materially adverse conditions upon the
consummation of the Transaction or the transactions contemplated by this
Agreement. Additionally, there shall not exist any judgment, order,
injunction or other restraint prohibiting or imposing materially adverse
conditions upon the Transaction or the transactions contemplated by this
Agreement.

(c) There shall not have occurred and be continuing a "market
disruption event" since November 15, 1997. As used in this clause (c),
"market disruption event" shall mean (w) any suspension or limitation of
trading in securities generally on the New York Stock Exchange (not including
any suspension or limitation of trading in any particular security as a
result of computerized trading limits), or any setting of minimum prices for
trading on such exchange, (x) any banking moratorium declared by U.S. Federal
or New York authorities, (y) any outbreak or escalation of major hostilities
in which the United States is involved, any declaration of war by Congress or
any other substantial national or international calamity or emergency or (z)
any other material adverse change in bank or capital market conditions that
has had a material adverse effect on the syndication of bank credit
facilities or the consummation of high yield offerings. The Borrower shall
have fully cooperated in the syndication efforts, including, without
limitation, by promptly providing the Agents with all information deemed
necessary by them to successfully complete the syndication.

5.14 Litigation. On the Restatement Effective Date, no litigation by
any entity (private or governmental) shall be pending or threatened with
respect to the Transaction or this Agreement or any documentation executed in
connection therewith, or which could reasonably be expected to have a
materially adverse effect on the Transaction or the business, property,
assets, condition (financial or otherwise) or prospects of the Acquired
Business, the Borrower, or the Borrower and its Subsidiaries taken as a whole
(after giving effect to the Transaction).

5.15 Solvency Certificate; Environmental Analyses; Insurance. On or
before the Restatement Effective Date, the Borrower shall cause to be
delivered to the Administrative Agent (i) a solvency certificate from the
chief financial officer or treasurer of each of Holdings and the Borrower in
the form of Exhibit I hereto, which shall be addressed to each Agent and each
of the Banks and dated the Restatement Effective Date, setting forth the
conclusion that, after giving effect to the Transaction and the incurrence of
all the financings contemplated herein, each of Holdings and its Subsidiaries
taken as a whole and the Borrower, are not insolvent and will not be rendered
insolvent by the indebtedness incurred in connection therewith, and will not
be left with unreasonably small capital with which to engage in their
businesses and will not have incurred debts beyond their ability to pay debts
as they mature, (ii) environmental and hazardous substance analyses with
respect to the business and properties being acquired pursuant to the
Acquisition, the results of which shall be in scope, and in form and
substance, satisfactory to the Agents and the Required Banks and, with
respect to the Borrower and its Subsidiaries, such environmental updates as
may have been reasonably requested by the Agents and (iii) certificates of
insurance complying with the requirements of Section 8.03 for the business
and properties of Holdings and its Subsidiaries (including without limitation
the Acquired Business), in scope, form and substance reasonably satisfactory
to the Agents and the Required Banks and naming the Collateral Agent as an
additional insured and/or loss payee, and stating that such insurance shall
not be cancelled or revised without 30 days prior written notice by the
insurer to the Collateral Agent.

5.16 Pro Forma Balance Sheet; Financial Statements; Projections. On or
prior to the Restatement Effective Date, the Agents shall have received
copies of the financial statements (including the pro forma financial
statements) and Projections referred to in Sections 7.05(a), (b), (c) and
(f), which Projections shall be satisfactory in form and substance to the
Agents.

5.17 Senior Indebtedness. On or prior to the Restatement Effective
Date, the Borrower shall have delivered to the Administrative Agent an
officers' certificate (signed by an officer or officers satisfactory to the
Administrative Agent), and in form and substance satisfactory to the Agents
and the Required Banks, meeting the requirements of clause (5) of the proviso
to the definition of

"Senior Indebtedness" contained in the Senior Subordinated Note Indenture to
the effect that the issuance of the Indebtedness pursuant to this Agreement
(including all Loans to be extended on the Restatement Effective Date, as
well as all extensions of credit to be made thereafter pursuant to the Total
Revolving Loan Commitment, except to the extent the sum of (x) the aggregate
principal amount of outstanding Revolving Loans and Swingline Loans and (y)
the Letter of Credit Outstandings, exceeds $125,000,000) does not, and will
not, violate the "Limitation on Indebtedness" covenant and other applicable
covenants of the Senior Subordinated Note Indenture and setting forth in
reasonable detail the reasons therefor. Such certificate shall be
accompanied by financial calculations in form and substance reasonably
satisfactory to the Agents and the Required Banks.

5.18 Refinancing; Original Credit Agreement; etc. On the Restatement
Effective Date, (i) each Continuing Bank shall have converted its Original
Tranche B Term Loan as contemplated by Section 1.01(b), (ii) all Original
Tranche B Term Loans being converted as described in preceding clause (i)
which were outstanding as Eurodollar Loans shall, at the time of such
conversion, be converted into Base Rate Loans or borrowed as Eurodollar Loans
in accordance with Section 1.01(b) and the Borrower shall pay breakage or
similar costs in accordance with the provisions of Section 1.11 of the
Original Credit Agreement in connection therewith, (iii) all Original Tranche
B Term Loans (except to the extent converted pursuant to preceding clause
(i)) and all outstanding Revolving Loans (as contemplated by the last
sentence of Section 1.01(c)) shall be repaid in full on the Restatement
Effective Date (although Loans may be incurred hereunder on the Restatement
Effective Date in accordance with the provisions hereof) and, if any Original
Loans (including without limitation Original Tranche B Term Loans converted
into Tranche C Term Loans hereunder) were at such time maintained as
Eurodollar Loans, all breakage or similar costs owing in connection therewith
shall have been paid as contemplated by Section 1.11 of the Original Credit
Agreement, (iv) each Original Bank shall have received payment in full of all
amounts (including any accrued and unpaid interest and fees) then due and
owing to it under the Original Credit Agreement in respect of its Original
Tranche B Term Loans and those Revolving Loans being repaid as contemplated
by the last sentence of Section 1.01(c), (v) all accrued interest on all
outstanding extensions of credit pursuant to the Original Credit Agreement,
and all regularly accruing fees pursuant to the Original Credit Agreement,
shall be repaid in full on, and through, the Restatement Effective Date
(whether or not same would otherwise be then due and payable pursuant to the
Original Credit Agreement) and (vi) the Administrative Agent shall have
received evidence in form, scope and substance satisfactory to it that the
matters set forth in this Section 5.18 have been satisfied on such date.

5.19 Officer's Certificate. On the Restatement Effective Date, the
Administrative Agent shall have received a certificate, dated the Restatement
Effective Date and signed on behalf of the Borrower by the president, any
vice president or the treasurer of the Borrower, stating all of the
conditions in Sections 5.04, 5.06, 5.07, 5.18 and 6.01 have been satisfied on
such date.

SECTION 6. Conditions Precedent to All Credit Events. The
obligation of each Bank to make Loans (including Loans made on the
Restatement Effective Date but excluding Mandatory Borrowings made
thereafter, which shall be made as provided in Section 1.01(e)),
and the obligation of an Issuing Bank to issue any Letter of
Credit, is subject, at the time of each such Credit Event (except
as hereinafter indicated), to the satisfaction of the following
conditions:

6.01 No Default; Representations and Warranties. At the time
of each such Credit Event and also after giving effect thereto (i)
there shall exist no Default or Event of Default and (ii) all
representations and warranties contained herein or in any other
Credit Document shall be true and correct in all material respects
with the same effect as though such representations and warranties
had been made on the date of the making of such Credit Event (it
being understood and agreed that any representation or warranty
which by its terms is made as of a specified date shall be required
to be true and correct in all material respects only as of such
specified date).

6.02 Notice of Borrowing; Letter of Credit Request. (a)
Prior to the making of each Loan (excluding Swingline Loans), the
Administrative Agent shall have received the notice required by
Section 1.03(a). Prior to the making of any Swingline Loan, the
Swingline Bank shall have received the notice required by Section
1.03(b)(i).

(b) Prior to the issuance of each Letter of Credit, the
Administrative Agent and the respective Issuing Bank shall have
received a Letter of Credit Request meeting the requirements of
Section 2.02.

6.03 Officers' Certificate for Certain Credit Events. Prior
to incurring any Loan or having a Letter of Credit issued which
would cause the sum of (x) the then outstanding principal amount of
the Revolving Loans and Swingline Loans and (y) the Letter of
Credit Outstandings, to exceed $125,000,000 (or, if less, the sum
of $75,000,000 plus the Dedicated Basket Amount at such time), the
Borrower shall deliver to the Administrative Agent an officers'
certificate (signed by an officer or officers satisfactory to the
Administrative Agent), and in form and substance to the
Administrative Agent, meeting the requirements of clause (5) of the
proviso to the definition of "Senior Indebtedness" contained in the
Senior Subordinated Note Indenture to the effect that the
respective extension of credit pursuant to this Agreement does not,
and will not, violate the "Limitation on Indebtedness" covenant and
other applicable covenants of the Senior Subordinated Note
Indenture and setting forth in reasonable detail the reasons
therefor. Such certificates shall be accompanied by any relevant
financial or other calculations in form and substance reasonably
satisfactory to the Administrative Agent.

The acceptance of the proceeds of each Credit Event shall
constitute a representation and warranty by the Borrower to each of
the Agents and each of the Banks that all the conditions specified
in Section 5 and in this Section 6 and applicable to such Credit
Event exist as of that time. All of the Notes, certificates, legal
opinions and other documents and papers referred to in Section 5
and in this Section 6, unless otherwise specified, shall be
delivered to the Administrative Agent at the Notice Office for the
account of each of the Banks and, except for the Notes, in
sufficient counterparts for each of the Banks and shall be in form
and substance reasonably satisfactory to the Agents.

SECTION 7. Representations, Warranties and Agreements. In
order to induce the Banks to enter into this Agreement and to make
the Loans, and issue (or participate in) the Letters of Credit as
provided herein, each of Holdings and the Borrower makes the
following representations, warranties and agreements, in each case
after giving effect to the Transaction as consummated on the
Restatement Effective Date, all of which shall survive the
execution and delivery of this Agreement and the Notes and the
making of the Loans and issuance of the Letters of Credit, with the
occurrence of the Restatement Effective Date and each Credit Event
on or after the Restatement Effective Date being deemed to
constitute a representation and warranty that the matters specified
in this Section 7 are true and correct in all material respects on
and as of the Restatement Effective Date and on the date of each
such Credit Event (it being understood and agreed that any
representation or warranty which by its terms is made as of a
specified date shall be required to be true and correct in all
material respects only as of such specified date).

7.01 Corporate Status. Holdings, the Borrower and each of
their respective Subsidiaries (i) is a duly organized and validly

existing corporation in good standing under the laws of the
jurisdiction of its incorporation, (ii) has the corporate power and
authority to own its property and assets and to transact the
business in which it is engaged and presently proposes to engage
and (iii) is duly qualified and is authorized to do business and is
in good standing in each jurisdiction where the conduct of its
business requires such qualifications except for failures to be so
qualified which, individually or in the aggregate, could not
reasonably be expected to have a Material Adverse Effect.

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

7.03 No Violation. Neither the execution, delivery or
performance by any Credit Party of the Documents to which it is a
party, nor compliance by it with the terms and provisions thereof,
(i) will contravene any provision of any applicable law, statute,
rule or regulation or any applicable order, writ, injunction or
decree of any court or governmental instrumentality, (ii) will
conflict with or result in any breach of any of the terms,
covenants, conditions or provisions of, or constitute a default
under, or result in the creation or imposition of (or the
obligation to create or impose) any Lien (except pursuant to the
Security Documents) upon any of the properties or assets of
Holdings, the Borrower or any of their respective Subsidiaries
pursuant to the terms of any indenture, mortgage, deed of trust,
credit agreement or loan agreement, or any other material
agreement, contract or instrument, to which Holdings, the Borrower
or any of their respective Subsidiaries is a party or by which it
or any of its property or assets is bound or to which it may be
subject (excluding, in the case of the Acquisition Documents, from
the foregoing clauses (i) and (ii) such immaterial violations,
which in no event shall violate the provisions of this Agreement or
otherwise be reasonably expected to have (x) a material adverse
effect on (I) the Transaction or (II) the rights or remedies of the
Agents or the Banks, or on the ability of any Credit Party to
perform their respective obligations to the Agents and the Banks or
(y) a Material Adverse Effect) or (iii) will violate any provision
of the certificate of incorporation or by-laws of Holdings, the
Borrower or any of their respective Subsidiaries.

7.04 Governmental Approvals. No order, consent, approval,
license, authorization or validation of, or filing, recording or
registration with (except (x) as have been obtained or

made and (y) if this representation is being made at any time prior
to the tenth day following the Restatement Effective Date, filings
or recordations of financing statements, Mortgage Amendments and
other documents pursuant to the terms of the Security Documents
with respect to additional collateral or Credit Parties acquired
pursuant to the Acquisition (all of which filings and recordations
shall be completed within 10 days after the Restatement Effective
Date)), or exemption by, any governmental or public body or
authority, or any subdivision thereof, is required to authorize, or
is required in connection with, (i) the execution, delivery and
performance of (x) any Acquisition Document by any Credit Party or
(y) any Credit Document or (ii) the legality, validity, binding
effect or enforceability of (x) any Acquisition Document with
respect to any Credit Party or (y) any Credit Document.

7.05 Financial Statements; Financial Condition; Undisclosed
Liabilities; Projections; etc. (a) The audited combined balance
sheets of the Business as of May 28, 1995 and May 26, 1996, and the
related combined statements of operations for each of the years in
the three year period ended May 26, 1996 and the unaudited combined
balance sheets of the Business as of November 24, 1996, and the
related combined statements of operations for the six month period
ended November 24, 1996, in each case furnished to the Banks prior
to the Original Effective Date pursuant to Section 5.18 of the
Original Credit Agreement, present fairly the combined assets,
liabilities and business equity of the Business at the respective
dates of such balance sheets and its combined revenues less direct
expenses before taxes for each of the years in the three year
period ended May 26, 1996 or the six month period ended November
24, 1996, as the case may be, on the basis described in Note 1 to
the financial statements audited by KPMG Peat Marwick, LLP, in
conformity with generally accepted accounting principles.

(b) The consolidated balance sheets of Holdings and its
Consolidated Subsidiaries as of May 25, 1997 and November 23, 1997,
and the related consolidated and consolidating statements of income
for the fiscal year or six-month period then ended, as the case may
be, in each case furnished to the Banks prior to the Restatement
Effective Date pursuant to Section 8.01(b) or (c), as the case may
be, of the Original Credit Agreement, present fairly the financial
condition at the respective dates of such balance sheets and
results of operations for the fiscal year or six-month period, as
the case may be, ended on such dates, in each case prepared in
accordance with the requirements of said Sections 8.01(b) and (c)
of the Original Credit Agreement.

(c) The audited balance sheets of the Acquired Business as of
December 31, 1995 and December 31, 1996, and the related statements
of income, parent company investment and cash flows for each of the
years in the three year period ended December 31, 1996 and the
unaudited balance sheet of the Acquired Business as of August 31,
1997, and the statements of income for each of the quarterly
accounting periods in the fiscal year ended December 31, 1997, in
each case furnished to the Agents prior to the Restatement
Effective

Date pursuant to Section 5.16, present fairly the assets,
liabilities and business equity of the Acquired Business at the
respective dates of such balance sheets and its revenues less
direct expenses before taxes for each of the years in the three
year period ended December 31, 1996, on the basis described in Note
2 to the financial statements audited by Coopers & Xxxxxxx LLP, in
conformity with generally accepted accounting principles.

Furthermore, all pro forma financial statements or information
contained in the Confidential Memoranda have been prepared by
management of the Borrower from the historical financial statements
referenced above, to reflect adjustments as if the Transaction had
occurred on the dates provided in the Confidential Memoranda, based
on assumptions that management of the Borrower, on the Restatement
Effective Date, believes are reasonable in the circumstances.

(d) (i) On and as of the Restatement Effective Date, on a pro
forma basis after giving effect to the Transaction and all other
transactions contemplated by the Documents and to all Indebtedness
(including the Loans) being incurred or assumed, and Liens created
by each Credit Party in connection therewith, with respect to
Holdings and the Borrower, individually, and each such Person and
its Subsidiaries taken as a whole, (x) the sum of the assets, at a
fair valuation, of each such Person, individually, and each such
Person and its Subsidiaries taken as a whole, will exceed its or
their debts; (y) it has not incurred and does not intend to incur,
nor believes that it will incur, debts beyond its ability to pay
such debts as such debts mature; and (z) it will have sufficient
capital with which to conduct its business. For purposes of this
Section 7.05(d), "debt" means any liability on a claim and "claim"
means (i) right to payment, whether or not such a right is reduced
to judgment, liquidated, unliquidated, fixed, contingent, matured,
unmatured, disputed, undisputed, legal, equitable, secured, or
unsecured or (ii) right to an equitable remedy for breach of
performance if such breach gives rise to a payment, whether or not
such right to an equitable remedy is reduced to judgment, fixed,
contingent, matured, unmatured, disputed, undisputed, secured or
unsecured.

(e) Except as fully disclosed in the financial statements
delivered pursuant to Section 7.05(a), (b) and (c), there are as of
the Restatement Effective Date no liabilities or obligations with
respect to Holdings or any of its Subsidiaries of any nature
whatsoever (whether absolute, accrued, contingent or otherwise and
whether or not due) which, either individually or in the aggregate,
would be adversely material to the Business or Holdings and its
Subsidiaries taken as a whole or the Borrower. As of the
Restatement Effective Date, none of the Credit Parties knows of any
basis for the assertion against it of any liability or obligation
of any nature that is not fully disclosed in the financial
statements delivered pursuant to Section 7.05(a), (b) and (c)
which, either individually or in the aggregate, could be materially
adverse to Holdings and its Subsidiaries taken as a whole or the
Borrower.

(f) On and as of the Restatement Effective Date, the
Projections set forth on Schedule X, which reflect the forecasted
consolidated financial conditions and income and expenses of
Holdings and its Subsidiaries after giving effect to the
Transaction (including the

projected results of the Acquired Business) and the related
financing thereof and the other transactions contemplated hereby
and which have been delivered to the Administrative Agent and the
Banks on or prior to the Restatement Effective Date, have been
prepared on a basis consistent with the financial statements
referred to in Section 7.05(b), and are based on good faith
estimates and assumptions believed by management of Holdings to be
reasonable and attainable as of the date of such Projections, and
there are no statements or conclusions in any of the Projections
which are based upon or include information known to Holdings or
any of its Subsidiaries to be misleading or which fail to take into
account material information regarding the matters reported
therein. On the Restatement Effective Date, Holdings believes that
the Projections were reasonable and attainable.

(g) After giving effect to the Transaction (but for this
purpose assuming that the Transaction had occurred prior to May 25,
1997), since May 25, 1997 there has been (x) if this representation
is being made (or deemed made) on or prior to the Restatement
Effective Date, no material adverse change in the operations,
properties, financial condition or prospects of the Business,
Holdings and its Subsidiaries taken as a whole or the Borrower and
(y) if this representation is being made (or deemed made) at any
time after the Restatement Effective Date, no Material Adverse
Effect.

7.06 Litigation. There are no actions, suits or proceedings
pending or, to the best knowledge of Holdings and the Borrower,
threatened (i) with respect to any Credit Document or (ii) that
could reasonably be expected to have a Material Adverse Effect.

7.07 True and Complete Disclosure. All factual information
(taken as a whole) furnished by or on behalf of Holdings or the
Borrower in writing to any of the Agents or any Bank (including,
without limitation, all information contained in the Documents or
in the Offering Circular) for purposes of or in connection with
this Agreement, the other Credit Documents or any transaction
contemplated herein or therein is, and all other such factual
information (taken as a whole) hereafter furnished by or on behalf
of Holdings or the Borrower in writing to any of the Agents or any
Bank will be, true and accurate in all material respects on the
date as of which such information is dated or certified and not
incomplete by omitting to state any fact necessary to make such
information (taken as a whole) not misleading in any material
respect at such time in light of the circumstances under which such
information was provided.

7.08 Use of Proceeds; Margin Regulations. (a) All proceeds
of the Loans shall be used by the Borrower to (x) effect the
Acquisition, (y) pay fees and expenses related to the Acquisition,
and (z) provide for the Borrower's general corporate and working
capital purposes.

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

7.09 Tax Returns and Payments. Each of Holdings and each of
its Subsidiaries has filed all federal income tax returns and all
other material tax returns, domestic and foreign, required to be
filed by it and has paid all material taxes and assessments payable
by it which have become due, except for those contested in good
faith and adequately disclosed and fully provided for on the
financial statements of Holdings and its Subsidiaries in accordance
with generally accepted accounting principles. Holdings and each
of its Subsidiaries have at all times paid, or have provided
adequate reserves (in the good faith judgment of the management of
Holdings) for the payment of, all federal, state and foreign income
taxes applicable for all prior fiscal years and for the current
fiscal year to date. There is no action, suit, proceeding,
investigation, audit, or claim now pending or, to the knowledge of
Holdings or any of its Subsidiaries, threatened by any authority
regarding any taxes relating to Holdings or any of its Subsidiaries
which could be reasonably expected to have a Material Adverse
Effect. As of the Restatement Effective Date, neither Holdings nor
any of its Subsidiaries has entered into an agreement or waiver or
been requested to enter into an agreement or waiver extending any
statute of limitations relating to the payment or collection of
taxes of Holdings or any of its Subsidiaries, or is aware of any
circumstances that would cause the taxable years or other taxable
periods of Holdings or any of its Subsidiaries not to be subject to
the normally applicable statute of limitations.

7.10 Compliance with ERISA. (i) Schedule VII sets forth, as
of the Restatement Effective Date, each Plan; each Plan (and each
related trust, insurance contract or fund) is in substantial
compliance with its terms and with all applicable laws, including
without limitation ERISA and the Code; each Plan (and each related
trust, if any) which is intended to be qualified under Section
401(a) of the Code has received a determination letter from the
Internal Revenue Service to the effect that it meets the
requirements of Sections 401(a) and 501(a) of the Code; no
Reportable Event has occurred; no Plan which is a multiemployer
plan (as defined in Section 4001(a)(3) of ERISA) is insolvent or in
reorganization; no Plan has an Unfunded Current Liability; no Plan
which is subject to Section 412 of the Code or Section 302 of ERISA
has an accumulated funding deficiency, within the meaning of such
sections of the Code or ERISA, or has applied for or received a
waiver of an accumulated funding deficiency or an extension of any
amortization period, within the meaning of Section 412 of the Code
or Section 303 or 304 of ERISA; to the best knowledge of Holdings
or any Subsidiary of Holdings, all contributions required to be
made with respect to a Plan have been or will be timely made;
neither Holdings nor any Subsidiary of Holdings nor any ERISA
Affiliate has incurred any material liability (including any
indirect, contingent or secondary liability) to or on account of a
Plan pursuant

to Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201,
4204 or 4212 of ERISA or Section 401(a)(29), 4971 or 4975 of the
Code or expects to incur any such liability under any of the
foregoing sections with respect to any Plan; to the best knowledge
of Holdings or any Subsidiary of Holdings, no condition exists
which presents a material risk to Holdings or any Subsidiary of
Holdings or any ERISA Affiliate of incurring a liability to or on
account of a Plan pursuant to the foregoing provisions of ERISA and
the Code; no proceedings have been instituted to terminate or
appoint a trustee to administer any Plan which is subject to Title
IV of ERISA; to the best knowledge of Holdings or any Subsidiary of
Holdings, no action, suit, proceeding, hearing, audit or
investigation with respect to the administration, operation or the
investment of assets of any Plan (other than routine claims for
benefits) is pending, or, to the best knowledge of Holdings or any
Subsidiary of Holdings, expected or threatened; using actuarial
assumptions and computation methods consistent with Part 1 of
subtitle E of Title IV of ERISA, the aggregate liabilities of
Holdings and its Subsidiaries and its ERISA Affiliates to all Plans
which are multiemployer plans (as defined in Section 4001(a)(3) of
ERISA) in the event of a complete withdrawal therefrom, as of the
close of the most recent fiscal year of each such Plan ended prior
to the date of the most recent Credit Event, would not exceed
$200,000; each group health plan (as defined in Section 607(1) of
ERISA or Section 4980B(g)(2) of the Code) which covers or has
covered employees or former employees of Holdings, any Subsidiary
of Holdings, or any ERISA Affiliate has at all times been operated
in material compliance with the provisions of Part 6 of subtitle B
of Title I of ERISA and Section 4980B of the Code; no lien imposed
under the Code or ERISA on the assets of Holdings or any Subsidiary
of Holdings or any ERISA Affiliate exists or is likely to arise on
account of any Plan; and Holdings and its Subsidiaries may cease
contributions to or terminate any employee benefit plan maintained
by any of them without incurring any material liability.

(ii) Each Foreign Pension Plan has been maintained in
substantial compliance with its terms and with the requirements of
any and all applicable laws, statutes, rules, regulations and
orders and has been maintained, where required, in good standing
with applicable regulatory authorities. All contributions required
to be made with respect to a Foreign Pension Plan have been or will
be timely made. Neither Holdings nor any of its Subsidiaries has
incurred any obligation in connection with the termination of or
withdrawal from any Foreign Pension Plan. Except as otherwise
disclosed in Note 4 to the financial statements audited by KPMG
Peat Marwick, LLP, as described in Section 7.05(a), the excess of
the present value of the accrued benefit liabilities (whether or
not vested) under each Foreign Pension Plan, determined as of the
end of Holdings' most recently ended fiscal year on the basis of
actuarial assumptions, each of which is reasonable, over the
current value of the assets of each such Foreign Pension Plan
allocable to such benefit liabilities does not, in the aggregate,
have a Material Adverse Effect.

7.11 The Security Documents. (a) The provisions of the
Security Agreement are effective to create in favor of the
Collateral Agent for the benefit of the Secured Creditors a legal,
valid and enforceable

security interest in all right, title and interest of the Credit
Parties in the Security Agreement Collateral described therein, and
the Security Agreement, upon the filing of Form UCC-1 financing
statements or the appropriate equivalent (which filings have been
made), create a fully perfected first lien on, and security
interest in, all right, title and interest in all of the Security
Agreement Collateral described therein, subject to no other Liens
other than Permitted Liens, to the extent a security interest in
such collateral can be perfected by the filing of a financing
statement. The recordation of the Assignment of Security Interest
in U.S. Patents and Trademarks in the form attached to the Security
Agreement in the United States Patent and Trademark Office together
with filings on Form UCC-1 made pursuant to the Security Agreement
will be effective when recorded or filed (which recordings or
filings have been made), under applicable law, to perfect the
security interest granted to the Collateral Agent in the trademarks
and patents covered by the Security Agreement and the recordation
of the Assignment of Security Interest in U.S. Copyrights in the
form attached to the Security Agreement with the United States
Copyright Office together with filings on Form UCC-1 made pursuant
to the Security Agreement will be effective when recorded or filed
(which recordings or filings have been made) under federal law to
perfect the security interest granted to the Collateral Agent in
the copyrights covered by the Security Agreement. Each of the
Credit Parties party to the Security Agreement has good and valid
title to all Security Agreement Collateral described therein, free
and clear of all Liens except those described above in this clause
(a). Except for filings made pursuant to Section 5.10 on or prior
to the Restatement Effective Date, no additional filings with
respect to the Security Agreement are required at the time of, or
in connection with the occurrence of, the Restatement Effective
Date.

(b) The security interests created in favor of the Collateral
Agent, as pledgee, for the benefit of the Secured Creditors under
the Pledge Agreement constitute first priority perfected security
interests in the Pledged Securities described in the Pledge
Agreement, subject to no security interests of any other Person.
No filings or recordings are required in order to perfect (or
maintain the perfection or priority of) the security interests
created in the Pledged Securities and the proceeds thereof under
the Pledge Agreement.

(c) The Mortgages (as amended by the Mortgage Amendments in
the case of the Original Mortgages) create, as security for the
obligations purported to be secured thereby, a valid and
enforceable perfected security interest in and mortgage lien on all
of the Mortgaged Properties in favor of the Collateral Agent (or
such other trustee as may be required or desired under local law)
for the benefit of the Secured Creditors, superior to and prior to
the rights of all third persons (except that the security interest
and mortgage lien created in the Mortgaged Properties may be
subject to the Permitted Encumbrances related thereto) and subject
to no other Liens (other than Permitted Liens). Schedule III
contains a true and complete list of each parcel of Real Property
owned or leased by the Borrower and its Subsidiaries on the
Restatement Effective Date, and the type of interest therein held
by the Borrower or such Subsidiary. The Borrower and each of its
Subsidiaries have good and indefeasible title to all fee-owned
Mortgaged Properties and valid leasehold title to all

Leaseholds, in each case free and clear of all Liens except those
described in the first sentence of this subsection (c).

7.12 Representations and Warranties in Documents. All
representations and warranties set forth in the other Documents
were true and correct in all material respects at the time as of
which such representations and warranties were made (or deemed
made), provided that to the extent the representations and
warranties in the Acquisition Documents are made by Persons other
than the Credit Parties, then the representations and warranties so
made by such Persons shall be deemed to be true and correct in all
material respects for purposes of this Section 7.12 unless the
aggregate effect of all misrepresentations made by such Persons in
the Acquisition Documents are such as would evidence a material
adverse change in the operations, properties, condition (financial
or otherwise) or prospects of the Acquired Business from that which
would have applied if all representations made by such Persons in
the Acquisition Documents had been true and correct in all
respects.

7.13 Properties. Holdings, the Borrower and each of their
respective Subsidiaries have good and valid title to all properties
owned by them, including all property reflected in the most recent
balance sheets referred to in Sections 7.05(b) and (c) and in the
pro forma balance sheet referred to in Section 5.16 (except as sold
or otherwise disposed of since the date of such balance sheet in
the ordinary course of business), free and clear of all Liens,
other than (i) as referred to in the balance sheet or in the notes
thereto or in the pro forma balance sheet or (ii) Permitted Liens
otherwise permitted by Section 9.01. On the Restatement Effective
Date (after giving effect to the Acquisition), Schedule III sets
forth a true and complete description of all Real Property owned or
leased by the Borrower and/or its Subsidiaries and sets forth the
direct owner or lessee thereof.

7.14 Capitalization. (a) On the Restatement Effective Date
and after giving effect to the Transaction, the authorized capital
stock of Holdings shall consist of 30,000,000 shares of Class A
Holdings Common Stock, 7,300,000 of which shall be issued and
outstanding, 30,000,000 shares of Class B Holdings Common Stock,
8,300,000 of which shall be issued and outstanding, and 70,000
shares of Holdings Series A Preferred Stock, all of which shall be
issued and outstanding. All such outstanding shares have been duly
and validly issued, are fully paid and non-assessable and have been
issued free of preemptive rights, except for the preemptive rights
set forth in the Securities Purchase and Holders Agreement. Except
as set forth on Schedule XI, on the Restatement Effective Date,
Holdings does not have outstanding any securities convertible into
or exchangeable for its capital stock or outstanding any rights to
subscribe for or to purchase, or any options for the purchase of,
or any agreement providing for the issuance (contingent or
otherwise) of, or any calls, commitments or claims of any character
relating to, its capital stock.

(b) On the Restatement Effective Date and after giving effect to the
Transaction, the authorized capital stock of the Borrower shall consist of 1,000
shares of Borrower Common Stock, 100 of which shall be issued and outstanding
and delivered for pledge pursuant to the Pledge Agreement. All such outstanding
shares of common stock have been duly and validly issued, are fully paid and
nonassessable and are free of preemptive rights. As of the Restatement
Effective Date, the Borrower does not have outstanding any securities
convertible into or exchangeable for its capital stock or outstanding any rights
to subscribe for or to purchase, or any options for the purchase of, or any
agreements providing for the issuance (contingent or otherwise) of, or any
calls, commitments or claims of any character relating to, its capital stock.

7.15 Subsidiaries. After giving effect to the Transaction, Holdings
will have no Subsidiaries other than the Borrower and its Subsidiaries. After
giving effect to the Transaction, the Borrower will have no Subsidiaries other
than (i) those Subsidiaries listed on Schedule VIII and (ii) new Subsidiaries
created in compliance with Section 9.14. An accurate organization chart,
showing the ownership structure of Holdings and each of its Subsidiaries on the
Restatement Effective Date, and after giving effect to the Transaction, is set
forth on Schedule XII.

7.16 Compliance with Statutes, etc. Each of Holdings, the Borrower
and its Subsidiaries is in compliance with all applicable statutes, regulations
and orders of, and all applicable restrictions imposed by, all governmental
bodies, domestic or foreign, in respect of the conduct of its business and the
ownership of its property (including applicable statutes, regulations, orders
and restrictions relating to environmental standards and controls), except such
noncompliances as could not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.

7.17 Investment Company Act. None of Holdings, the Borrower or any
of their respective Subsidiaries is an "investment company" or a company
"controlled" by an "investment company", within the meaning of the Investment
Company Act of 1940, as amended.

7.18 Public Utility Holding Company Act. None of Holdings, the
Borrower or any of their respective Subsidiaries is a "holding company", or a
"subsidiary company" of a "holding company", or an "affiliate" of a "holding
company" or of a "subsidiary company" of a "holding company" within the meaning
of the Public Utility Holding Company Act of 1935, as amended.

7.19 Environmental Matters. (a) Holdings, the Borrower and each of
their respective Subsidiaries have complied with, and on the date of each Credit
Event will be in compliance with, all applicable Environ-

mental Laws and the requirements of any permits issued under such Environmental
Laws. There are no pending or, to the best knowledge of Holdings and the
Borrower after due inquiry, past or threatened Environmental Claims against
Holdings, the Borrower or any of their respective Subsidiaries or any Real
Property owned or operated by Holdings, the Borrower or any of their respective
Subsidiaries. There are no facts, circumstances, conditions or occurrences in
respect of any Real Property owned or operated by Holdings, the Borrower or any
of their respective Subsidiaries that, to the best knowledge of Holdings or the
Borrower after due inquiry, could reasonably be expected (i) to form the basis
of an Environmental Claim against Holdings, the Borrower or any of their
respective Subsidiaries or any such Real Property, or (ii) to cause any such
Real Property to be subject to any restrictions on the ownership, occupancy, use
or transferability of such Real Property by Holdings, the Borrower or any of
their respective Subsidiaries under any applicable Environmental Law.

(b) Hazardous Materials have not at any time been generated, used,
treated or stored on, or transported to or from, any Real Property owned or
operated by Holdings, the Borrower or any of their respective Subsidiaries where
such generation, use, treatment or storage has violated or could reasonably be
expected to violate any Environmental Law. Hazardous Materials, to the best
knowledge of Holdings and the Borrower, have not been Released on or from any
Real Property owned or operated by Holdings, the Borrower or any of their
respective Subsidiaries where such Release has violated or could reasonably be
expected to violate any applicable Environmental Law.

(c) Notwithstanding anything to the contrary in this Section 7.19,
the representations made in this Section 7.19 shall only be untrue if the
aggregate effect of all failures and noncompliances of the types described above
could reasonably be expected to have a Material Adverse Effect.

7.20 Labor Relations. Except as set forth on Schedule IX, none of
Holdings, the Borrower nor any of their respective Subsidiaries is engaged in
any unfair labor practice that could reasonably be expected to have a material
adverse effect on Holdings and its Subsidiaries taken as a whole or the Borrower
and there is (i) no unfair labor practice complaint pending against Holdings,
the Borrower or any of their respective Subsidiaries or, to the best knowledge
of Holdings or the Borrower, threatened against any of them, before the National
Labor Relations Board, and no material grievance or arbitration proceeding
arising out of or under any collective bargaining agreement is so pending
against Holdings, the Borrower or any of their respective Subsidiaries or, to
the best knowledge of Holdings or the Borrower, threatened against any of them,
(ii) no strike, labor dispute, slowdown or stoppage pending against Holdings,
the Borrower or any of their respective Subsidiaries or, to the best knowledge
of Holdings or the Borrower, threatened against Holdings, the Borrower or any of
their respective Subsidiaries and (iii) to the best knowledge of Holdings and
the Borrower, no union representation proceeding is pending with respect to the
employees of Holdings or the Borrower or any of their respective Subsidiaries,

except (with respect to any matter specified in clause (i), (ii) or (iii) above,
either individually or in the aggregate) such as could not reasonably be
expected to have a Material Adverse Effect.

7.21 Patents, Licenses, Franchises and Formulas. Each of Holdings,
the Borrower and their respective Subsidiaries owns all material patents,
trademarks, permits, service marks, trade names, copyrights, licenses,
franchises and formulas, or rights with respect to the foregoing, and has
obtained assignments of all leases and other rights of whatever nature,
necessary for the present conduct of its business, without any known conflict
with the rights of others which, or the failure to own or obtain which, as the
case may be, would be reasonably likely to result in a Material Adverse Effect.

7.22 Indebtedness. Schedule V sets forth a true and complete list of
all Indebtedness (excluding (i) the Senior Subordinated Notes, (ii) the Seller
Note and (iii) the Loans and Letters of Credit) of Holdings, the Borrower and
their respective Subsidiaries as of the Restatement Effective Date and which is
to remain outstanding after giving effect to the Transaction (the "Existing
Indebtedness"), in each case showing the aggregate principal amount thereof and
the name of the respective borrower and any other entity which directly or
indirectly guaranteed such debt.

7.23 Transaction. At the time of consummation thereof, the
Transaction shall have been consummated in all material respects in accordance
with the terms of the respective Documents and all applicable laws. At the time
of consummation of the Transaction, all necessary material consents and
approvals of, and filings and registrations with, and all other actions in
respect of, all governmental agencies, authorities or instrumentalities required
in order to make or consummate the Transaction will have been obtained, given,
filed or taken and are or will be in full force and effect (or effective
judicial relief with respect thereto has been obtained). All applicable waiting
periods with respect thereto have or, prior to the time when required, will
have, expired without, in all such cases, any action being taken by any
competent authority which restrains, prevents, or imposes material adverse
conditions upon the Transaction. Additionally, there does not exist any
judgment, order or injunction prohibiting or imposing material adverse
conditions upon the Transaction, or the occurrence of any Credit Event or the
performance by Holdings or the Borrower of its obligations under the respective
Credit Documents. All actions taken by Holdings and the Borrower pursuant to or
in furtherance of the Transaction have been taken in all material respects in
compliance with the respective Documents and all applicable laws.

7.24 Special Purpose Corporations. Holdings engages in no business
activities other than the employment of management of the Borrower, except in
connection with its ownership of the capital stock of the Borrower and
liabilities incident thereto.

7.25 Updated Security Agreement and Pledge Agreement Schedules. The
updated schedules to the Pledge Agreement and Security Agreement furnished
pursuant to Sections 5.09 and 5.10 are true and correct, in all material
respects, as of the Restatement Effective Date, and accurately present all
information which was originally required to be scheduled pursuant to the Pledge
Agreement and Security Agreement on the Original Effective Date, but modified to
reflect the additional Credit Parties on the Restatement Effective Date and any
changes which occurred between the Original Effective Date and the Restatement
Effective Date.

SECTION 8. Affirmative Covenants. Holdings and the Borrower hereby
covenant and agree that on and after the Restatement Effective Date and until
the Total Commitments and all Letters of Credit have terminated and the Loans,
Notes and Unpaid Drawings, together with interest, Fees and all other
obligations incurred hereunder and thereunder, are paid in full:

8.01 Information Covenants. Holdings and/or the Borrower will
furnish to the Administrative Agent (with sufficient copies for each of the
Banks) and the Administrative Agent will promptly thereafter furnish to each
Bank:

(a) Monthly Reports. Within 30 days after the end of each
fiscal month of Holdings, the consolidated balance sheets of Holdings and
its consolidated Subsidiaries (and Unrestricted Subsidiaries to the extent
required to be consolidated with Holdings for financial reporting purposes
in accordance with GAAP) as at the end of such month and the related
consolidated statements of income (including consolidating income
statements by each of the Borrower's Logic, Memory and Discrete Power and
Signal Technologies Business Units (and, on and after the Restatement
Effective Date, the Borrower's Analog and Mixed Signal Technologies
Business Units), as well as booking, billing and backlog information
related to such Business Units) and retained earnings and statement of cash
flows for such month and for the elapsed portion of the fiscal year ended
with the last day of such month, in each case setting forth comparative
figures for the corresponding month in the prior fiscal year.

(b) Quarterly Financial Statements. Within 45 days after the
close of each of the first three quarterly accounting periods in each
fiscal year of Holdings, (i) the consolidated and consolidating balance
sheets of Holdings and its Consolidated Subsidiaries as at the end of such
quarterly accounting period and the related consolidated and consolidating
statements of income (including consolidating income statements by each of
the Borrower's Logic, Memory and Discrete Power and Signal Technologies
Business Units (and, on and after the Restatement Effective Date, the
Borrower's Analog and Mixed Signal Technologies Business Units), as well as

booking, billing and backlog information related to such Business Units)
and cash flows, in each case for such quarterly accounting period and for
the elapsed portion of the fiscal year ended with the last day of such
quarterly accounting period, and in each case, setting forth comparative
figures for the related periods in the prior fiscal year, after the
delivery of the first budget pursuant to Section 8.01(e), and the budgeted
figures for such quarterly periods as set forth in the respective budget
delivered pursuant to Section 8.01(e), all of which shall be certified by
the chief financial officer or treasurer of Holdings, subject to normal
year-end audit adjustments and (ii) management's discussion and analysis of
the important operational and financial developments during the fiscal
quarter and year-to-date periods.

(c) Annual Financial Statements. Within 90 days after the close
of each fiscal year of Holdings, (i) the consolidated and consolidating
balance sheets of Holdings and its consolidated Subsidiaries (and
Unrestricted Subsidiaries to the extent required to be consolidated with
Holdings for financial reporting purposes in accordance with GAAP) as at
the end of such fiscal year and the related consolidated and consolidating
statements of income (including consolidating income statements by each of
the Borrower's Logic, Memory and Discrete Power and Signal Technologies
Business Units (and, on and after the Restatement Effective Date, the
Borrower's Analog and Mixed Signal Technologies Business Units), as well as
booking, billing and backlog information related to such Business Units)
and retained earnings and of cash flows for such fiscal year setting forth
comparative figures for the preceding fiscal year and certified (x) in the
case of such consolidated financial statements, by KPMG Peat Marwick, LLP,
or such other independent certified public accountants of recognized
national standing reasonably acceptable to the Administrative Agent,
together with a report of such accounting firm stating that in the course
of its regular audit of the financial statements of Holdings and its
Subsidiaries, which audit was conducted in accordance with generally
accepted auditing standards, such accounting firm obtained no knowledge of
any Default or Event of Default which has occurred and is continuing or, if
in the opinion of such accounting firm such a Default or Event of Default
has occurred and is continuing, a statement as to the nature thereof, and
(y) in the case of such consolidating financial statements, by the chief
financial officer or treasurer of Holdings, and (ii) management's
discussion and analysis of the important operational and financial
developments during such fiscal year.

(d) Management Letters. Promptly after the receipt thereof by
Holdings, the Borrower or any of their respective Subsidiaries, a copy of
any "management letter" received by any such Person from its certified
public accountants and the management's responses thereto.

(e) Budgets. No later than 30 days following the commencement
of the first day of each fiscal year of Holdings, a budget in form
satisfactory to the

Agents (including budgeted statements of income by each of the Borrower's
Logic, Memory and Discrete Power and Signal Technologies Business Units (as
well as, on and after the Restatement Effective Date, the Borrower's Analog
and Mixed Signal Technologies Business Units) and sources and uses of cash
and balance sheets) prepared by Holdings for (x) each of the twelve months
of such fiscal year prepared in detail and (y) each of the five years
immediately following such fiscal year prepared in summary form, in each
case, of Holdings and its Subsidiaries, accompanied by the statement of the
chief financial officer or treasurer of Holdings to the effect that, to the
best of his knowledge, the budget is a reasonable estimate for the period
covered thereby.

(f) Officer's Certificates. At the time of the delivery of the
financial statements provided for in Section 8.01(a), (b) and (c), a
certificate of the chairman of the board, the president, the chief
financial officer or the treasurer of the Borrower to the effect that, to
the best of such officer's knowledge, no Default or Event of Default has
occurred and is continuing or, if any Default or Event of Default has
occurred and is continuing, specifying the nature and extent thereof, which
certificate shall, in the case of any such financial statements delivered
in respect of a period ending on the last day of a fiscal quarter or year
of Holdings, (x) set forth the calculations required to establish whether
the Borrower was in compliance with the provisions of Sections 4.02(f), (g)
and (h) (but with respect to Section 4.02(g) only to the extent delivered
with the financial statements required by Sections 8.01(c)), 9.05, 9.07 and
9.08 through 9.10, inclusive, at the end of such fiscal quarter or year, as
the case may be and (y) if delivered with the financial statements required
by Section 8.01(c), set forth the amount of Excess Cash Flow for the
respective Excess Cash Payment Period, if applicable.

(g) Notice of Default or Litigation. Promptly, and in any event
within three Business Days in the case of item (i) below or five Business
Days in the case of item (ii) below after an officer of Holdings or the
Borrower obtains knowledge thereof, notice of (i) the occurrence of any
event which constitutes a Default or Event of Default and (ii) any
litigation or governmental investigation or proceeding pending or
threatened (x) against Holdings, the Borrower or any of their respective
Subsidiaries which could reasonably be expected to have a Material Adverse
Effect, (y) with respect to any Indebtedness in excess of $2,500,000 of
Holdings, the Borrower or any of their respective Subsidiaries or (z) with
respect to any Document.

(h) Other Reports and Filings. Promptly, copies of all other
financial information, reports, proxy materials and other information, if
any, which Holdings, the Borrower or any of their respective Subsidiaries
shall file with the Securities and Exchange Commission or any successor
thereto (the "SEC") or deliver to holders of its Indebtedness pursuant to
the terms of the documentation governing such

Indebtedness (or any trustee, agent or other representative therefor).

(i) Environmental Matters. Promptly upon, and in any event
within ten Business Days after, an officer of Holdings, the Borrower or any
of their respective Subsidiaries obtains knowledge thereof, notice of one
or more of the following environmental matters which occurs after the
Restatement Effective Date, unless such environmental matters could not,
individually or when aggregated with all other such environmental matters,
be reasonably expected to have a Material Adverse Effect:

(i) any Environmental Claim pending or threatened in writing
against Holdings, the Borrower or any of their respective Subsidiaries
or any Real Property owned or operated by Holdings, the Borrower or
any of their respective Subsidiaries;

(ii) any condition or occurrence on or arising from any Real
Property owned or operated by Holdings, the Borrower or any of their
respective Subsidiaries that (a) results in noncompliance by Holdings,
the Borrower or any of their respective Subsidiaries with any
applicable Environmental Law or (b) could reasonably be expected to
form the basis of an Environmental Claim against Holdings, the
Borrower or any of their respective Subsidiaries or any such Real
Property;

(iii) any condition or occurrence on any Real Property owned
or operated by Holdings, the Borrower or any of their respective
Subsidiaries that could reasonably be expected to cause such Real
Property to be subject to any restrictions on the ownership,
occupancy, use or transferability by Holdings, the Borrower or any of
their respective Subsidiaries of such Real Property under any
Environmental Law; and

(iv) the taking of any removal or remedial action in response to
the actual or alleged presence of any Hazardous Material on any Real
Property owned or operated by Holdings, the Borrower or any of their
respective Subsidiaries as required by any Environmental Law or any
governmental or other administrative agency; provided that in any
event Holdings and/or the Borrower shall deliver to the Administrative
Agent all material notices received by it or any of their respective
Subsidiaries from any government or governmental agency under, or
pursuant to, CERCLA.

All such notices shall describe in reasonable detail the nature of the
claim, investigation, condition, occurrence or removal or remedial action
and Holdings', the Borrower's or such Subsidiary's response thereto. In
addition, the Borrower will provide the Banks with copies of all material
communications with any government or governmental agency and all material
communications with any Person (other than

Holdings', the Borrower's or any Subsidiary's attorneys) relating to any
Environmental Claim of which notice is required to be given pursuant to
this Section 8.01(i), and such detailed reports of any such Environmental
Claim as may reasonably be requested by the Banks.

(j) Annual Meetings with Banks. At the request of
Administrative Agent, Holdings shall within 120 days after the close of
each fiscal year of Holdings hold a meeting at a time and place selected by
Holdings and acceptable to the Agents with all of the Banks at which
meeting shall be reviewed the financial results of the previous fiscal year
and the financial condition of Holdings and its Subsidiaries and the
budgets presented for the current fiscal year of Holdings and its
Subsidiaries.

(k) Other Information. From time to time, such other
information or documents (financial or otherwise) with respect to Holdings,
the Borrower or their respective Subsidiaries as any Agent (whether acting
on its own or at the request of any Bank) may reasonably request in
writing.

8.02 Books, Records and Inspections. Holdings and the Borrower will,
and will cause each of their respective Subsidiaries to, keep proper books of
record and account in which full, true and correct entries in conformity with
generally accepted accounting principles and all requirements of law shall be
made of all dealings and transactions in relation to its business and
activities. Holdings and the Borrower will, and will cause each of their
respective Subsidiaries to, permit officers and designated representatives of
any of the Agents or any Bank to visit and inspect, during regular business
hours and under guidance of officers of Holdings, the Borrower or such
Subsidiary, any of the properties of Holdings and the Borrower or such
Subsidiary, and to examine the books of account of Holdings and the Borrower or
such Subsidiary and discuss the affairs, finances and accounts of Holdings, the
Borrower or such Subsidiary with, and be advised as to the same by, its and
their officers and independent accountants, all upon reasonable advance notice
and at such reasonable times and intervals and to such reasonable extent as such
Agent or such Bank may request.

8.03 Maintenance of Property; Insurance. (a) Schedule VI sets
forth a true and complete listing of all insurance maintained by Holdings,
the Borrower and their respective Subsidiaries as of the Restatement
Effective Date. Holdings and the Borrower will, and will cause each of their
respective Subsidiaries to, (i) keep all property necessary in its business
in good working order and condition (ordinary wear and tear and loss or
damage by casualty or condemnation excepted), (ii) maintain insurance on all
its property in at least such amounts and against at least such risks as is
consistent and in accordance with industry practice and (iii) furnish to each
Bank, upon written request, full information as to the insurance carried. In
addition to the requirements of the immediately preceding sentence, Holdings
and the Borrower will at all times cause insurance of the types described in
Schedule VI to be

maintained (with the same scope of coverage as that described in Schedule VI) at
levels which are at least as great as the respective amount described opposite
the respective type of insurance on Schedule VI under the column headed "Minimum
Amount Required to be Maintained".

(b) Holdings and the Borrower will, and will cause their respective
Subsidiaries to, at all times keep their respective property insured in favor of
the Collateral Agent, and all policies or certificates (or certified copies
thereof) with respect to such insurance (and any other insurance maintained by
Holdings, the Borrower or any of their respective Subsidiaries) (i) shall be
endorsed to the Collateral Agent's satisfaction for the benefit of the
Collateral Agent (including, without limitation, by naming the Collateral Agent
as loss payee or as an additional insured), (ii) shall state that such insurance
policies shall not be cancelled without 30 days' prior written notice thereof by
the respective insurer to the Collateral Agent, (iii) shall provide that the
respective insurers irrevocably waive any and all rights of subrogation with
respect to the Collateral Agent and the Secured Creditors, (iv) shall contain
the standard non-contributing mortgage clause endorsement in favor of the
Collateral Agent with respect to hazard liability insurance, (v) shall, except
in the case of public liability insurance, provide that any losses shall be
payable notwithstanding (A) any act or neglect of Holdings, the Borrower or any
of their respective Subsidiaries, (B) the occupation or use of the properties
for purposes more hazardous than those permitted by the terms of the respective
policy if such coverage is obtainable at commercially reasonable rates and is of
the kind from time to time customarily insured against by Persons owning or
using similar property and in such amounts as are customary, (C) any foreclosure
or other proceeding relating to the insured properties or (D) any change in the
title to or ownership or possession of the insured properties and (vi) shall be
deposited with the Collateral Agent.

(c) If Holdings, the Borrower or any of their respective Subsidiaries
shall fail to maintain all insurance in accordance with this Section 8.03, or if
Holdings, the Borrower or any of their respective Subsidiaries shall fail to so
endorse and deposit all policies or certificates with respect thereto, the
Administrative Agent and/or the Collateral Agent shall have the right (but shall
be under no obligation), upon thirty days advance notice to Holdings, the
Borrower or any of their respective Subsidiaries, as the case may be, to procure
such insurance and the Borrower agrees to reimburse the Administrative Agent or
the Collateral Agent as the case may be, for all costs and expenses of procuring
such insurance.

8.04 Corporate Franchises. Holdings and the Borrower will, and will
cause each of their respective Subsidiaries to, do or cause to be done, all
things necessary to preserve and keep in full force and effect its existence and
its material rights, franchises, licenses and patents used in its business;
provided, however, that nothing in this Section 8.04 shall prevent (i) sales of
assets, consolidations or mergers by or involving Holdings, the Borrower or any
of their respective Subsidiaries in accordance with Section 9.02, (ii) the
withdrawal by Holdings, the Borrower or any of their respective Subsidiaries of
their qualification as a foreign corporation in any

jurisdiction where such withdrawal could not reasonably be expected to have a
Material Adverse Effect or (iii) the abandonment by Holdings, the Borrower or
any of their respective Subsidiaries of any rights, franchises, licenses and
patents that the Borrower reasonably determines are not useful to its business.

8.05 Compliance with Statutes, etc. Holdings and the Borrower will,
and will cause each of their respective Subsidiaries to, comply with all
applicable statutes, regulations and orders of, and all applicable restrictions
imposed by, all governmental bodies, domestic or foreign, in respect of the
conduct of its business and the ownership of its property, except such
noncompliances as could not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.

8.06 Compliance with Environmental Laws. (a) Holdings and the
Borrower will comply, and will cause each of their respective Subsidiaries to
comply, in all material respects with all Environmental Laws applicable to the
ownership or use of its Real Property now or hereafter owned or operated by
Holdings, the Borrower or any of their respective Subsidiaries, will within a
reasonable time-period pay or cause to be paid all costs and expenses incurred
in connection with such compliance (except to the extent being contested in good
faith), and will keep or cause to be kept all such Real Property free and clear
of any Liens imposed pursuant to such Environmental Laws. None of Holdings, the
Borrower nor any of their respective Subsidiaries will generate, use, treat,
store, release or dispose of, or permit the generation, use, treatment, storage,
release or disposal of Hazardous Materials on any Real Property now or hereafter
owned or operated by Holdings, the Borrower or any of their respective
Subsidiaries, or transport or permit the transportation of Hazardous Materials
to or from any such Real Property except in material compliance with all
applicable Environmental Laws and reasonably required in connection with the
operation, use and maintenance of any such Real Property or otherwise in
connection with their businesses.

(b) At the written request of the Administrative Agent or the
Required Banks, which request shall specify in reasonable detail the basis
therefor, at any time and from time to time, the Borrower will provide, at the
Borrower's sole cost and expense, an environmental site assessment report
concerning any Real Property now or hereafter owned or operated by Holdings, the
Borrower or any of their respective Subsidiaries, prepared by an environmental
consulting firm reasonably acceptable to the Administrative Agent, indicating
the presence or absence of Hazardous Materials and the potential cost of any
removal or remedial action in connection with any Hazardous Materials on such
Real Property; provided, that such request may be made only if (i) there has
occurred and is continuing an Event of Default, (ii) the Administrative Agent or
the Required Banks reasonably believe that Holdings, the Borrower or any such
Real Property is not in compliance with Environmental Law and such circumstances
could reasonably be expected to have a Material Adverse Effect, or (iii)
circumstances exist that reasonably could be expected to form the basis of a
material Environ-

mental Claim against Holdings, the Borrower or any such Real Property. If the
Borrower fails to provide the same within 90 days after such request was made,
the Administrative Agent may order the same, and the Borrower shall grant and
hereby grants to the Administrative Agent and the Banks and their agents access
to such Real Property and specifically grants the Administrative Agent and the
Banks an irrevocable non-exclusive license, subject to the rights of tenants, to
undertake such an assessment, all at the Borrower's expense.

8.07 ERISA. As soon as reasonably possible and, in any event, within
10 days after Holdings, the Borrower or any of their respective Subsidiaries or
any ERISA Affiliate knows or has reason to know of the occurrence of any of the
following, Holdings or the Borrower will deliver to each of the Banks a
certificate of the chief financial officer of Holdings or the Borrower setting
forth the full details as to such occurrence and the action, if any, that
Holdings, the Borrower, such Subsidiary or such ERISA Affiliate is required or
proposes to take, together with any notices required or proposed to be given to
or filed with or by Holdings, the Borrower, the Subsidiary, the ERISA Affiliate,
the PBGC, a Plan participant or the Plan administrator with respect thereto:
that a Reportable Event has occurred (except to the extent that Holdings or the
Borrower has previously delivered to the Banks a certificate and notices (if
any) concerning such event pursuant to the next clause hereof); that a
contributing sponsor (as defined in Section 4001(a)(13) of ERISA) of a Plan
subject to Title IV of ERISA is subject to the advance reporting requirement of
PBGC Regulation Section 4043.61 (without regard to subparagraph (b)(1) thereof),
and an event described in subsection .62, .63, .64, .65, .66, .67 or .68 of PBGC
Regulation Section 4043 is reasonably expected to occur with respect to such
Plan within the following 30 days; that an accumulated funding deficiency,
within the meaning of Section 412 of the Code or Section 302 of ERISA, has been
incurred or an application may be or has been made for a waiver or modification
of the minimum funding standard (including any required installment payments) or
an extension of any amortization period under Section 412 of the Code or Section
303 or 304 of ERISA with respect to a Plan; that any contribution required to be
made with respect to a Plan or Foreign Pension Plan has not been timely made;
that a Plan has been or may be reasonably expected to be terminated,
reorganized, partitioned or declared insolvent under Title IV of ERISA; that a
Plan has an Unfunded Current Liability; that proceedings may be reasonably
expected to be or have been instituted to terminate or appoint a trustee to
administer a Plan which is subject to Title IV of ERISA; that a proceeding has
been instituted pursuant to Section 515 of ERISA to collect a delinquent
contribution to a Plan; that Holdings, the Borrower, any of their respective
Subsidiaries or any ERISA Affiliate will or may reasonably expect to incur any
liability (including any indirect, contingent, or secondary liability) to or on
account of the termination of or withdrawal from a Plan under Section 4062,
4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or with respect to a Plan under
Section 401(a)(29), 4971, 4975 or 4980 of the Code or Section 409 or 502(i) or
502(l) of ERISA or with respect to a group health plan (as defined in Section
607(1) of ERISA or Section 4980B(g)(2) of the Code) under Section 4980B of the
Code; or that Holdings, the Borrower, or any of their respective Subsidiaries
may incur any material liability pursuant to any employee welfare benefit plan
(as defined in Section 3(1) of ERISA) that provides

benefits to retired employees or other former employees (other than as required
by Section 601 of ERISA) or any Plan or any Foreign Pension Plan. Upon request,
the Borrower will deliver to any of the Banks (i) a complete copy of the annual
report (on Internal Revenue Service Form 5500-series) of each Plan (including,
to the extent required, the related financial and actuarial statements and
opinions and other supporting statements, certifications, schedules and
information) required to be filed with the Internal Revenue Service and (ii)
copies of any records, documents or other information that must be furnished to
the PBGC with respect to any Plan pursuant to Section 4010 of ERISA. In
addition to any certificates or notices delivered to the Banks pursuant to the
first sentence hereof, copies of annual reports and any records, documents or
other information required to be furnished to the PBGC, and any material notices
received by Holdings, the Borrower, any of their respective Subsidiaries or any
ERISA Affiliate with respect to any Plan or Foreign Pension Plan shall be
delivered to the Banks no later than 10 days after the date such annual report
has been filed with the Internal Revenue Service or such records, documents
and/or information has been furnished to the PBGC or such notice has been
received by Holdings, the Borrower, the Subsidiary or the ERISA Affiliate, as
applicable.

8.08 End of Fiscal Years; Fiscal Quarters. Holdings shall cause (i)
each of its, and each of its Subsidiaries', fiscal years to end on the Sunday
closest to the last day in May of each year and (ii) its fiscal quarters to end
in a manner consistent therewith.

8.09 Performance of Obligations. Each of Holdings and the Borrower
will, and will cause each of its Subsidiaries to, perform all of its obligations
under the terms of each mortgage, indenture, security agreement and other debt
instrument by which it is bound, except such non-performances as could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.

8.10 Payment of Taxes. Each of Holdings and the Borrower will pay
and discharge, and will cause each of their respective Subsidiaries to pay and
discharge, all taxes, assessments and governmental charges or levies imposed
upon it or upon its income or profits, or upon any properties belonging to it,
prior to the date on which penalties attach thereto, and all lawful claims for
sums that have become due and payable which, if unpaid, might become a Lien not
otherwise permitted under Section 9.01(i), provided, that none of Holdings, the
Borrower nor any of their respective Subsidiaries shall be required to pay any
such tax, assessment, charge, levy or claim which is being contested in good
faith and by proper proceedings if it has maintained adequate reserves with
respect thereto in accordance with GAAP.

8.11 Ownership of Subsidiaries. Holdings shall at all times own 100%
of the outstanding capital stock of the Borrower. The Borrower shall directly
or indirectly own

(except to the extent permitted by Section 9.13(b)(iii)) 100% of the capital
stock of each Subsidiary of Holdings other than the Borrower.

8.12 Additional Security; Further Assurances; Surveys. (a)
Holdings and the Borrower will, and will cause each of their respective
Domestic Wholly-Owned Subsidiaries to, grant to the Collateral Agent security
interests and mortgages (an "Additional Mortgage") in such Real Property
(excluding leaseholds of Real Property where the fair market value of the
respective leasehold interest is less than $1,000,000) of Holdings, the
Borrower or any of their respective Domestic Wholly-Owned Subsidiaries as are
not covered by the Original Mortgages or New Mortgages, to the extent
acquired after the Original Effective Date, and as may be requested from time
to time by the Administrative Agent or the Required Banks (each such Real
Property, an "Additional Mortgaged Property"). All such Additional Mortgages
shall be granted pursuant to documentation substantially in the form of the
Original Mortgages delivered to the Administrative Agent on the Original
Effective Date or in such other form as is reasonably satisfactory to the
Administrative Agent and shall constitute valid and enforceable perfected
Liens superior to and prior to the rights of all third Persons and subject to
no other Liens except as are permitted by Section 9.01 at the time of
perfection thereof. The Additional Mortgages or instruments related thereto
shall be duly recorded or filed in such manner and in such places as are
required by law to establish, perfect, preserve and protect the Liens in
favor of the Collateral Agent required to be granted pursuant to the
Additional Mortgages and all taxes, fees and other charges payable in
connection therewith shall be paid in full.

(b) Holdings and the Borrower will, and will cause each of their
respective Domestic Wholly-Owned Subsidiaries to, at the expense of the
Borrower, make, execute, endorse, acknowledge, file and/or deliver to the
Collateral Agent from time to time such vouchers, invoices, schedules,
confirmatory assignments, conveyances, financing statements, transfer
endorsements, powers of attorney, certificates, real property surveys, reports
and other assurances or instruments and take such further steps relating to the
Collateral covered by any of the Security Documents as the Collateral Agent may
reasonably require pursuant to this Section 8.12. Additionally, upon the
request of the Collateral Agent or the Required Banks, Holdings and the Borrower
shall take, or cause to be taken, action as may be requested in order to perfect
(or maintain the perfection of) the security interests (or take any analogous
actions under the applicable provisions of local law in order to protect such
security interests) in any Collateral located outside the U.S., in each case to
the extent such actions are permitted to be taken under the laws of the
applicable jurisdictions and so long as no Default or Event of Default exists,
the requested actions will not result in any material costs (including
additional taxes) or material burdens in the conduct of the Borrower's business,
in each case in relation to the benefit to be received. Furthermore, Holdings
and the Borrower shall cause to be delivered to the Collateral Agent such
opinions of counsel, title insurance and other related documents as may be
reasonably requested by the Collateral Agent to assure itself that this Section
8.12 has been complied with.

(c) Holdings and the Borrower agree to cause each Domestic
Wholly-Owned Subsidiary established or created in accordance with Section
9.14 to execute and deliver, (i) in the case of the first such Subsidiary so
established or created (unless a Subsidiaries Guaranty has been executed and
delivered prior to such date pursuant to Section 5.10), the Subsidiaries
Guaranty and (ii) otherwise, a guaranty of all Obligations and all
obligations under Interest Rate Protection or Other Hedging Agreements in
substantially the form of the Subsidiaries Guaranty.

(d) The Borrower agrees to pledge and deliver, or cause to be pledged
and delivered, all of the capital stock of each new Subsidiary (excluding that
portion of the voting stock of any Foreign Subsidiary which would be in excess
of 65% of the total outstanding voting stock of such Foreign Subsidiary)
established or created after the Original Effective Date, to the extent owned by
Holdings, the Borrower or any Domestic Wholly-Owned Subsidiary, to the
Collateral Agent for the benefit of the Secured Creditors pursuant to the Pledge
Agreement.

(e) Holdings and the Borrower will cause each Domestic Wholly-Owned
Subsidiary established or created in accordance with Section 9.14 to grant to
the Collateral Agent a first priority (subject to Permitted Liens) Lien on
property (tangible and intangible) of such Subsidiary upon terms and with
exceptions similar to those set forth in the Security Documents as appropriate,
and satisfactory in form and substance to the Borrower, the Administrative Agent
and Required Banks. Holdings and the Borrower shall cause each such Domestic
Wholly-Owned Subsidiary, at its own expense, to execute, acknowledge and
deliver, or cause the execution, acknowledgement and delivery of, and thereafter
register, file or record in any appropriate governmental office, any document or
instrument reasonably deemed by the Collateral Agent to be necessary or
desirable for the creation and perfection of the foregoing Liens. Holdings and
the Borrower will cause each of such Domestic Wholly-Owned Subsidiaries to take
all actions reasonably requested by the Administrative Agent (including, without
limitation, the filing of UCC-1's) in connection with the granting of such
security interests.

(f) The security interests required to be granted pursuant to this
Section 8.12 shall be granted pursuant to security documentation (which shall be
substantially similar to the Security Documents already executed and delivered
by the Borrower or its Subsidiaries, as applicable) or otherwise satisfactory in
form and substance to the Collateral Agent and the Borrower and shall constitute
valid and enforceable perfected security interests prior to the rights of all
third Persons and subject to no other Liens except such Liens as are permitted
by Section 9.01. The Additional Security Documents and other instruments
related thereto shall be duly recorded or filed in such manner and in such
places and at such times as are required by law to establish, perfect, preserve
and protect the Liens, in favor of the Collateral Agent for the benefit of the
respective Secured Creditors, required to be granted pursuant to the Additional
Security Documents and all taxes, fees and other charges payable in connection

therewith shall be paid in full by the Borrower. At the time of the execution
and delivery of the Additional Security Documents, the Borrower shall cause to
be delivered to the Collateral Agent such opinions of counsel, Mortgage
Policies, title surveys, real estate appraisals and other related documents as
may be reasonably requested by the Agents or the Required Banks to assure
themselves that this Section 8.12 has been complied with.

(g) Each of Holdings and the Borrower agrees that each action
required above by Section 8.12 (a) or (b) shall be completed as soon as
possible, but in no event later than 90 days after such action is requested to
be taken by the Administrative Agent or the Required Banks. Each of Holdings
and the Borrower further agrees that each action required by Sections 8.12(c),
(d), (e) and (f) with respect to the creation or acquisition of a new Subsidiary
shall be completed contemporaneously with (or, in the case of any documents or
instruments to be registered, filed or recorded, within 10 days of) the creation
of such new Subsidiary.

8.13 Interest Rate Protection. From the Restatement Effective Date
through March 11, 2000, the Borrower shall maintain non-speculative Interest
Rate Protection Agreements acceptable to the Agents establishing a fixed or
maximum interest rate acceptable to the Agents for an aggregate amount with
respect to the Term Loans outstanding from time to time as is equal to at least
30% of the aggregate principal amount of Term Loans then outstanding.

8.14 Foreign Subsidiaries Security. If following a change in the
relevant sections of the Code or the regulations, rules, rulings, notices or
other official pronouncements issued or promulgated thereunder, counsel for the
Borrower acceptable to the Administrative Agent and the Required Banks does not
within 30 days after a request from the Administrative Agent or the Required
Banks deliver to the Administrative Agent evidence, in form and substance
satisfactory to the Administrative Agent and the Required Banks, with respect to
any Foreign Subsidiary which has not already had all of its stock pledged
pursuant to the Pledge Agreement that a pledge of 66-2/3% or more of the total
combined voting power of all classes of capital stock of such Foreign Subsidiary
entitled to vote, would cause the undistributed earnings of such Foreign
Subsidiary as determined for Federal income tax purposes to be treated as a
deemed dividend to such Foreign Subsidiary's United States parent for Federal
income tax purposes, then that portion of such Foreign Subsidiary's outstanding
capital stock not theretofore pledged pursuant to the Pledge Agreement shall be
pledged to the Collateral Agent for the benefit of the Secured Creditors
pursuant to the Pledge Agreement (or another pledge agreement in substantially
similar form, if needed), to the extent that the entering into such Pledge
Agreement is permitted by the laws of the respective foreign jurisdiction and
with all documents delivered pursuant to this Section 8.14 to be in form and
substance reasonably satisfactory to the Administrative Agent and the Required
Banks.

8.15 Maintenance of Corporate Separateness.

Holdings will, and will cause each of its Subsidiaries and Unrestricted
Subsidiaries to, satisfy customary corporate formalities, including the
holding of regular board of directors' and shareholders' meetings or action
by directors or shareholders without a meeting and the maintenance of
corporate offices and records. Neither Holdings nor any of its Subsidiaries
shall make any payment to a creditor of any Unrestricted Subsidiaries in
respect of any liability of any Unrestricted Subsidiaries, and no bank
account of any Unrestricted Subsidiary shall be commingled with any bank
account of Holdings or any of its Subsidiaries. Any financial statements
distributed to any creditors of any Unrestricted Subsidiaries shall clearly
establish or indicate the corporate separateness of such Unrestricted
Subsidiary from Holdings and its Subsidiaries. Finally, neither Holdings nor
any of its Subsidiaries shall take any action, or conduct its affairs in a
manner, which is likely to result in the corporate existence of Holdings or
any of its Subsidiaries or Unrestricted Subsidiaries being ignored, or in the
assets and liabilities of Holdings or any of its Subsidiaries being
substantively consolidated with those of any other such Person or any
Unrestricted Subsidiary in a bankruptcy, reorganization or other insolvency
proceeding.

SECTION 9. Negative Covenants. Holdings and the Borrower covenant
and agree that on and after the Restatement Effective Date and until the Total
Commitments and all Letters of Credit have terminated and the Loans, Notes and
Unpaid Drawings, together with interest, Fees and all other Obligations incurred
hereunder and thereunder, are paid in full:

9.01 Liens. Holdings will not, and will not permit any of its
Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with
respect to any property or assets (real or personal, tangible or intangible) of
Holdings or any of its Subsidiaries, whether now owned or hereafter acquired, or
sell any such property or assets subject to an understanding or agreement,
contingent or otherwise, to repurchase such property or assets (including sales
of accounts receivable with recourse to Holdings or any of its Subsidiaries), or
assign any right to receive income or permit the filing of any financing
statement under the UCC or any other similar notice of Lien under any similar
recording or notice statute; provided that the provisions of this Section 9.01
shall not prevent the creation, incurrence, assumption or existence of the
following (Liens described below are herein referred to as "Permitted Liens"):

(i) inchoate Liens for taxes, assessments or governmental charges or
levies not yet due and payable or Liens for taxes, assessments or
governmental charges or levies being contested in good faith and by
appropriate proceedings for which adequate reserves have been established
in accordance with generally accepted accounting principles in the United
States (or the equivalent thereof in any country in which a Foreign
Subsidiary is doing business, as applicable);

(ii) Liens in respect of property or assets of the Borrower or any of
its Subsidiaries imposed by law, which were incurred in the ordinary course
of business

and do not secure Indebtedness for borrowed money, such as carriers',
warehousemen's, materialmen's and mechanics' liens and other similar Liens
arising in the ordinary course of business, and (x) which do not in the
aggregate materially detract from the value of the property or assets of
Holdings and its Subsidiaries taken as a whole or the Borrower and do not
materially impair the use thereof in the operation of the business of
Holdings and its Subsidiaries taken as a whole or the Borrower or (y) which
are being contested in good faith by appropriate proceedings, which
proceedings (or orders entered in connection with such proceedings) have
the effect of preventing the forfeiture or sale of the property or assets
subject to any such Lien;

(iii) Liens in existence on the Restatement Effective Date which
are listed, and the property subject thereto described, in Schedule IV, but
only to the respective date, if any, set forth in such Schedule IV for the
removal and termination of any such Liens, plus renewals and extensions of
such Liens to the extent set forth on Schedule IV, provided that (x) the
aggregate principal amount of the Indebtedness, if any, secured by such
Liens does not increase from that amount outstanding at the time of any
such renewal or extension and (y) any such renewal or extension does not
encumber any additional assets or properties of Holdings or any of its
Subsidiaries;

(iv) Permitted Encumbrances;

(v) Liens created pursuant to the Security Documents;

(vi) licenses, leases or subleases granted to other Persons in the
ordinary course of business not materially interfering with the conduct of
the business of Holdings and its Subsidiaries taken as a whole;

(vii) Liens upon assets of the Borrower and its Subsidiaries
subject to Capitalized Lease Obligations to the extent permitted by Section
9.04, provided that (x) such Liens only serve to secure the payment of
Indebtedness arising under such Capitalized Lease Obligation and (y) the
Lien encumbering the asset giving rise to the Capitalized Lease Obligation
does not encumber any other asset (other than proceeds thereof) of the
Borrower or any Subsidiary of the Borrower;

(viii) Liens placed upon assets used in the ordinary course of
business of the Borrower or any of its Subsidiaries at the time of
acquisition thereof by the Borrower or any such Subsidiary or within 90
days thereafter to secure Indebtedness incurred to pay all or a portion of
the purchase price thereof, provided that (x) the aggregate outstanding
principal amount of all Indebtedness secured by Liens permitted by this
clause (viii) shall not at any time exceed $2,500,000 and (y) in all
events, the Lien encumbering the assets so acquired does not encumber any
other asset (other than proceeds thereof) of the Borrower or such
Subsidiary;

(ix) easements, rights-of-way, restrictions (including zoning
restrictions), covenants, encroachments, protrusions and other similar
charges or encumbrances, and minor title deficiencies, in each case whether
now or hereafter in existence, not securing Indebtedness and not materially
interfering with the conduct of the business of the Holdings and its
Subsidiaries taken as a whole or the Borrower;

(x) Liens arising from precautionary UCC financing statement filings
regarding operating leases entered into by the Borrower or any of its
Subsidiaries in the ordinary course of business;

(xi) Liens arising out of judgments or awards in respect of which the
Borrower or any of its Subsidiaries shall in good faith be prosecuting an
appeal or proceedings for review in respect of which there shall have been
secured a subsisting stay of execution pending such appeal or proceedings,
provided that the aggregate amount of all such judgments or awards (and any
cash and the fair market value of any property subject to such Liens) does
not exceed $1,000,000 at any time outstanding;

(xii) statutory and common law landlords' liens under leases or
subleases to which the Borrower or any of its Subsidiaries is a party;

(xiii) Liens (other than any Lien imposed by ERISA) (x) incurred or
deposits made in the ordinary course of business in connection with
workers' compensation, unemployment insurance and other types of social
security, (y) to secure the performance of tenders, statutory obligations
(other than excise taxes), surety, stay, customs and appeal bonds,
statutory bonds, bids, leases, government contracts, trade contracts,
performance and return of money bonds and other similar obligations
(exclusive of obligations for the payment of borrowed money) or (z) arising
by virtue of deposits made in the ordinary course of business to secure
liability for premiums to insurance carriers, provided that the aggregate
amount of deposits at any time pursuant to sub-clause (y) and sub-clause
(z) shall not exceed $500,000 in the aggregate;

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

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

(xvi) Liens arising out of conditional sale, title retention,
consignment or similar arrangements for the sale of goods entered into by
the Borrower or any of its

Subsidiaries in the ordinary course of business in accordance with the past
practices of the Borrower and its Subsidiaries;

(xvii) Liens on assets of Foreign Subsidiaries, provided that (x)
such Liens do not extend to, or encumber, assets which constitute
Collateral or the capital stock of the Borrower or any of its Subsidiaries
and (y) such Liens extending to the assets of any Foreign Subsidiary secure
only Indebtedness incurred by such Foreign Subsidiary pursuant to Section
9.04(xiv); and

(xviii) Liens not otherwise permitted by the foregoing clauses (i)
through (xvii) to the extent attaching to properties and assets with an
aggregate fair value not in excess of, and securing liabilities not in
excess of, $10,000,000 in the aggregate at any time outstanding.

9.02 Consolidation, Merger, Purchase or Sale of Assets, etc.
Holdings will not, and will not permit any of its Subsidiaries to, wind up,
liquidate or dissolve its affairs or enter into any transaction of merger or
consolidation, or convey, sell, lease or otherwise dispose of (or agree to do
any of the foregoing at any future time) all or any part of its property or
assets, or enter into any sale-leaseback transactions, or purchase or otherwise
acquire (in one or a series of related transactions) any part of the property or
assets (other than purchases or other acquisitions of inventory, materials,
equipment and intangible assets in the ordinary course of business) of any
Person (or agree to do any of the foregoing at any future time), except that:

(i) Capital Expenditures by the Borrower and its Subsidiaries shall
be permitted to the extent not in violation of Section 9.07;

(ii) each of the Borrower and its Subsidiaries may (x) in the ordinary
course of business, sell, lease or otherwise dispose of any assets which,
in the reasonable judgment of such Person, are obsolete, worn out or
otherwise no longer useful in the conduct of such Person's business and (y)
sell, lease or otherwise dispose of any other assets, provided that the
aggregate Net Sale Proceeds of all assets subject to sales or other
dispositions pursuant to this clause (ii) shall not exceed $5,000,000 in
any four fiscal quarters of the Borrower;

(iii) investments may be made to the extent permitted by Section 9.05;

(iv) each of the Borrower and its Subsidiaries may lease (as lessee)
real or personal property in the ordinary course of business (so long as
any such lease does not create a Capitalized Lease Obligation except to the
extent permitted by Section 9.04);

(v) each of the Borrower and its Subsidiaries may make sales or
transfers of inventory in the ordinary course of business and consistent
with past practices (including without limitation sales or transfers of
inventory by the Borrower to its Subsidiaries);

(vi) the Borrower and its Subsidiaries may sell or discount, in each
case without recourse and in the ordinary course of business, overdue
accounts receivable arising in the ordinary course of business, but only in
connection with the compromise or collection thereof consistent with
customary industry practice (and not as part of any bulk sale);

(vii) licenses or sublicenses by the Borrower and its Subsidiaries
of software, trademarks and other intellectual property in the ordinary
course of business and which do not materially interfere with the business
of Holdings and its Subsidiaries taken as a whole or the Borrower shall be
permitted;

(viii) the Acquisition shall be permitted in accordance with the
requirements of Section 5.06;

(ix) the Borrower or any Domestic Wholly-Owned Subsidiary of the
Borrower may transfer assets or lease to or acquire or lease assets from
the Borrower or any other Domestic Wholly-Owned Subsidiary, or any Domestic
Wholly-Owned Subsidiary may be merged into the Borrower (as long as the
Borrower is the surviving corporation of such merger as a Wholly-Owned
Subsidiary of) or any other Domestic Wholly-Owned Subsidiary of the
Borrower; and

(x) the Borrower and its Subsidiaries, taken as a whole, may incur
Tools and Molding Expenditures in aggregate amounts not to exceed
$10,000,000 during any fiscal year.

To the extent the Required Banks waive the provisions of this Section 9.02 with
respect to the sale of any Collateral, or any Collateral is sold as permitted by
this Section 9.02, such Collateral (unless sold to Holdings or a Subsidiary of
Holdings) shall be sold free and clear of the Liens created by the Security
Documents, and the Administrative Agent and Collateral Agent shall be authorized
to take any actions deemed appropriate in order to effect the foregoing.

9.03 Dividends. Holdings shall not, and shall not permit any of its
Subsidiaries to, authorize, declare or pay any Dividends with respect to
Holdings or any of its Subsidiaries, except that:

(i) any Subsidiary of the Borrower (x) may pay cash Dividends to
the Borrower or any Wholly-Owned Subsidiary of the Borrower and (y) if such

Subsidiary is not a Wholly-Owned Subsidiary, may pay cash Dividends to its
shareholders generally so long as the Borrower or its respective Subsidiary
which owns the equity interest or interests in the Subsidiary paying such
Dividends receives at least its proportionate share thereof (based upon its
relative holdings of equity interests in the Subsidiary paying such
Dividends and taking into account the relative preferences, if any, of the
various classes of equity interests in such Subsidiary);

(ii) so long as there shall exist no Default or Event of Default
(both before and after giving effect to the payment thereof), Holdings may
repurchase outstanding shares of its common stock (or options to purchase
such common stock) following the death, disability, retirement or
termination of employment of employees, officers or directors of Holdings
or any of its Subsidiaries, provided that (x) all amounts used to effect
such repurchases are obtained by Holdings from a substantially concurrent
issuance of its common stock (or options to purchase such common stock) to
other employees, members of management, executive officers or directors of
Holdings or any of its Subsidiaries or (y) to the extent the proceeds used
to effect any repurchase pursuant to this clause (y) are not obtained as
described in preceding clause (x), the aggregate amount of Dividends paid
by Holdings pursuant to this clause (ii) (exclusive of amounts paid as
described pursuant to preceding clause (x)) shall not exceed $1,000,000 in
any fiscal year of Holdings, provided that, in the event that the maximum
amount which is permitted to be expended in respect of Dividends during any
fiscal year pursuant to this clause (ii)(y) is not fully expended during
such fiscal year, the maximum amount which may be expended during the
immediately succeeding fiscal year pursuant to this clause (ii)(y) shall be
increased by such unutilized amount;

(iii) the Borrower may pay cash Dividends to Holdings for the
purpose of paying, so long as all proceeds thereof are promptly used by
Holdings to pay, its operating expenses incurred in the ordinary course of
business and other corporate overhead costs and expenses (including,
without limitation, legal and accounting expenses and similar expenses),
provided that the aggregate amount of Dividends paid by Holdings pursuant
to this clause (iii) shall not exceed $500,000 in any fiscal year of
Holdings;

(iv) the Borrower may pay cash Dividends to Holdings for the
purpose of paying, so long as all proceeds thereof are promptly used by
Holdings to pay, franchise taxes and federal, state and local income taxes
and interest and penalties with respect thereto, if any, payable by
Holdings, provided that any refund shall be promptly returned by Holdings
to the Borrower;

(v) the Borrower may pay cash Dividends to Holdings for the
purpose of enabling Holdings to pay the Dividends referred to in clause
(ii) above, so long as all proceeds thereof are promptly used by Holdings
to pay such Dividends; and

(vi) the exchange of Holdings Junior Subordinated Debentures for
Holdings Series A Preferred Stock, to the extent permitted as provided in
Section 9.04(xv), shall be permitted.

9.04 Indebtedness. Holdings will not, and will not permit any of its
Subsidiaries to, contract, create, incur, assume or suffer to exist any
Indebtedness, except:

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

(ii) Indebtedness of the Borrower pursuant to the Senior Subordinated
Notes in an aggregate principal amount not to exceed $300,000,000 less the
aggregate amount of all repayments of Senior Subordinated Notes effected
after the Original Effective Date;

(iii) Existing Indebtedness shall be permitted to the extent
actually outstanding on the Restatement Effective Date and as the same is
listed on Schedule V, but no refinancings or renewals thereof;

(iv) accrued expenses and trade accounts payable incurred in the
ordinary course;

(v) Indebtedness under non-speculative Interest Rate Protection
Agreements entered into in compliance with Section 8.13, and such other
non-speculative Interest Rate Protection Agreements which may be entered
into from time to time by the Borrower and which the Borrower in good faith
believes will provide protection against fluctuations in interest rates
with respect to outstanding floating rate Indebtedness then outstanding,
and permitted to remain outstanding, pursuant to the other provisions of
this Section 9.04;

(vi) Indebtedness evidenced by Capitalized Lease Obligations to the
extent permitted pursuant to Section 9.07, provided that in no event shall
the aggregate principal amount of Capitalized Lease Obligations permitted
by this clause (vi) exceed $5,000,000 at any time outstanding;

(vii) Indebtedness subject to Liens permitted under Section
9.01(viii), so long as the outstanding amount of such Indebtedness does not
exceed the amount provided in said Section 9.01(viii);

(viii) intercompany Indebtedness of the Borrower and its
Subsidiaries outstanding to the extent permitted by Section 9.05(vii)
and/or (x);

(ix) in addition to any Indebtedness permitted by the preceding clause
(viii), Indebtedness of any Wholly-Owned Subsidiary to the Borrower or
another Wholly-Owned Subsidiary constituting the purchase price in respect
of intercompany transfers of goods made in the ordinary course of business
to the extent not constituting Indebtedness for borrowed money;

(x) Indebtedness evidenced by Other Hedging Agreements entered into
pursuant to Section 9.05(vi);

(xi) Indebtedness of Holdings pursuant to the Seller Note in an
aggregate principal amount not to exceed $77,000,000 plus any accrued and
unpaid interest thereon, less the aggregate amount of all repayments of
principal thereon effected after the Original Effective Date;

(xii) Indebtedness under performance bonds, letter of credit
obligations to provide security for worker's compensation claims and bank
overdrafts, in each case incurred in the ordinary course of business,
provided that any obligations arising in connection with such bank
overdraft Indebtedness is extinguished within five Business Days;

(xiii) the Assumed Liabilities;

(xiv) Indebtedness incurred by Foreign Subsidiaries (which shall
not be directly or indirectly guaranteed by Holdings, the Borrower or any
Domestic Subsidiaries of Holdings or the Borrower) incurred from time to
time after the Initial Borrowing Date so long as the aggregate principal
amount of all indebtedness incurred pursuant to this clause (xiv) at any
time outstanding does not exceed the remainder of (x) $25,000,000 less (y)
the aggregate principal amount of all Indebtedness of Foreign Subsidiaries
then outstanding pursuant to clause (iii) of this Section 9.04;

(xv) Indebtedness of Holdings constituting junior subordinated
debentures issued in exchange for the Holdings Series A Preferred Stock
pursuant to the terms of such Holdings Series A Preferred Stock ("Holdings
Junior Subordinated Debentures"), so long as (x) Level 1 pricing shall be
in effect both before and after giving effect to the incurrence of such
Indebtedness, (y) such Indebtedness shall in no event be incurred to
exchange in the aggregate more than 50% of the Holdings Series A Preferred
Stock issued on or prior to the Initial Borrowing Date and (z) the Holdings
Junior Subordinated Debentures shall be in the form provided in the
certificate of incorporation of Holdings as in effect on the Initial
Borrowing Date; and

(xvi) additional Indebtedness of the Borrower and its
Subsidiaries to the

extent not permitted by the foregoing clauses of this Section 9.04 not to
exceed $10,000,000 in aggregate principal amount at any time outstanding.

Notwithstanding anything to the contrary contained above, no
Indebtedness may be incurred pursuant to this Section 9.04 if the incurrence
thereof would be in violation of Section 9.17 at the time of the incurrence of
such Indebtedness.

9.05 Advances, Investments and Loans. Holdings will not, and will
not permit any of its Subsidiaries to, directly or indirectly, lend money or
credit or make advances to any Person, or purchase or acquire any stock,
obligations or securities of, or any other interest in, or make any capital
contribution to, any other Person, or purchase or own a futures contract or
otherwise become liable for the purchase or sale of currency or other
commodities at a future date in the nature of a futures contract, or hold any
cash or Cash Equivalents, except that the following shall be permitted:

(i) the Borrower and its Subsidiaries may acquire and hold accounts
receivables owing to any of them;

(ii) the Borrower and its Subsidiaries may acquire and hold cash and
Cash Equivalents, provided that during any time that Revolving Loans of
Non-Defaulting Banks or Swingline Loans are outstanding, the aggregate
amount of cash and Cash Equivalents permitted to be held by the Borrower
and its Domestic Subsidiaries shall not exceed $75,000,000 for any period
of ten consecutive days;

(iii) the Borrower and its Subsidiaries may make loans and
advances in the ordinary course of business to their respective employees
so long as the aggregate principal amount thereof at any time outstanding
(determined without regard to any write-downs or write-offs of such loans
and advances) shall not exceed $3,000,000;

(iv) the Borrower may enter into Interest Rate Protection Agreements
to the extent permitted in Section 9.04(v);

(v) the Acquisition may be effected on or prior to the Restatement
Effective Date;

(vi) the Borrower may enter into and perform its obligations under
Other Hedging Agreements entered into in the ordinary course of business
and so long as any such Other Hedging Agreement is not speculative in
nature and is (x) related to income derived from foreign operations of the
Borrower or any Subsidiary or otherwise related to purchases permitted
hereunder from foreign suppliers or (y) entered into to protect the
Borrower and/or its Subsidiaries against fluctuations in the prices of raw
materials used in their businesses;

(vii) any Wholly-Owned Subsidiary may make intercompany loans to
the Borrower or any Wholly-Owned Subsidiary and the Borrower may make
intercompany loans and advances to any Wholly-Owned Subsidiary, provided
that any promissory notes evidencing such intercompany loans shall be
pledged (and delivered) by the Borrower or the respective Domestic Wholly-
Owned Subsidiary that is the lender of such intercompany loan as Collateral
pursuant to the applicable Pledge Agreement, further provided, that (x)
neither the Borrower nor any Domestic Subsidiaries of the Borrower may make
loans to any Foreign Subsidiaries of the Borrower pursuant to this clause
(vii) and (y) any loans made by any Foreign Subsidiaries to the Borrower or
any of its Domestic Subsidiaries pursuant to this clause (vii) shall be
subordinated to the obligations of the Credit Parties pursuant to
subordination provisions in substantially the form of Exhibit K hereto;

(viii) the Borrower and it Subsidiaries may sell or transfer assets
to the extent permitted by Section 9.02;

(ix) the Borrower may establish Subsidiaries to the extent permitted
by Section 9.14;

(x) the Borrower and its Domestic Wholly-Owned Subsidiaries may make
loans and advances to, or other investments in, Foreign Subsidiaries of the
Borrower so long as the aggregate amount of any loans, advances or other
investments at any time outstanding (determined without regard to any
write-downs or write-offs thereof) pursuant to this clause (x) shall not
exceed $20,000,000;

(xi) in addition to investments permitted by clauses (i) through (x)
above, the Borrower and its Wholly-Owned Subsidiaries may make investments
in Unrestricted Subsidiaries and/or Joint Ventures, so long as the
aggregate amount invested pursuant to this clause (xi) after the
Restatement Effective Date does not exceed $50,000,000 in the aggregate.

9.06 Transactions with Affiliates. Holdings will not, and will not
permit any of its Subsidiaries to, enter into any transaction or series of
related transactions, whether or not in the ordinary course of business, with
any Affiliate of Holdings or any of its Subsidiaries, other than in the ordinary
course of business and on terms and conditions substantially as favorable to
Holdings or such Subsidiary as would reasonably be obtained by Holdings or such
Subsidiary at that time in a comparable arm's-length transaction with a Person
other than an Affiliate, except that:

(i) Dividends may be paid to the extent provided in Section 9.03;

(ii) loans may be made and other transactions may be entered into
between the Borrower and its Subsidiaries to the extent permitted by
Sections 9.04 and 9.05;

(iii) customary fees may be paid to non-officer directors of
Holdings;

(iv) the Borrower may pay management fees to Holdings from time to
time in an amount not in excess of Holdings' compensation expenses for its
employees; and

(v) Holdings and its Subsidiaries may enter into the Operating
Agreements.

9.07 Capital Expenditures. (a) Holdings will not, and will not
permit any of its Subsidiaries to, make any Capital Expenditures, except that
(x) during the fiscal year ended May 31, 1998 (taken as one accounting period),
the Borrower and its Subsidiaries may make Capital Expenditures in an aggregate
amount not to exceed $85,000,000, (y) during the fiscal year ended May 30, 1999
(taken as one accounting period), the Borrower and its Subsidiaries may make
Capital Expenditures in an aggregate amount not to exceed $95,000,000 and
(z) during each fiscal year thereafter (taken as one accounting period), the
Borrower and its Subsidiaries may make Capital Expenditures in an aggregate
amount not to exceed $105,000,000.

(b) Notwithstanding anything to the contrary contained in clause (a)
above, to the extent that the aggregate amount of Capital Expenditures made by
the Borrower and its Subsidiaries pursuant to Section 9.07(a) in any fiscal year
of the Borrower is less than $85,000,000 (or, in the case of the fiscal year
ended May 30, 1999, $95,000,000, or, in the case of a fiscal year beginning
after May 30, 1999, $105,000,000), the amount of such difference, but in no case
more than $25,000,000, may be carried forward and used to make Capital
Expenditures in the immediately succeeding fiscal year, provided that amounts
once carried forward to such succeeding fiscal year shall lapse and terminate at
the end of such fiscal year.

(c) In addition to the Capital Expenditures permitted pursuant to
preceding clauses (a) and (b) of this Section 9.07 the Borrower and its
Subsidiaries may make additional Capital Expenditures consisting of the
reinvestment of proceeds of Recovery Events not required to be applied to prepay
the Loans pursuant to Section 4.02(h).

9.08 Consolidated Interest Coverage Ratio. Holdings will not permit
the Consolidated Interest Coverage Ratio for any period of four consecutive
fiscal quarters (or, if shorter, the period beginning on the first day of the
fiscal year beginning on, or closest to, May 26, 1997 and ended on the last day
of a fiscal quarter ended thereafter), in each case taken as one accounting
period, ended on the last day of a fiscal quarter described below to be less
than the amount set forth opposite such fiscal quarter below:

Fiscal Quarter Ended
In, or Closest to Ratio
-------------------- -------

August, 1997 2.6:1.0
November, 1997 2.6:1.0
February, 1998 2.6:1.0
May, 1998 3.0:1.0
August, 1998 3.0:1.0
November, 1998 3.0:1.0
February, 1999 3.0:1.0
May, 1999
and thereafter 3.5:1.0

9.09 Consolidated Fixed Charge Coverage Ratio. Holdings will not
permit the Consolidated Fixed Charge Coverage Ratio for any period of four
consecutive fiscal quarters (or, if shorter, the period beginning on the first
day of the fiscal year beginning on, or closest to, May 26, 1997 and ending on
the last day of a fiscal quarter ended thereafter), in each case taken as one
accounting period, ended on the last day of any fiscal quarter set forth below
to be less than the amount set forth opposite such fiscal quarter below:

Fiscal Quarter Ended
In, or Closest to Ratio
--------------------- -------

August, 1997 1.1:1.0
November, 1997 1.1:1.0
February, 1998 1.1:1.0
May, 1998
and thereafter 1.2:1.0

9.10 Maximum Leverage Ratio. Holdings will not permit the Leverage
Ratio at any time during a fiscal quarter set forth below to be greater than the
ratio set forth opposite such fiscal quarter below:

Fiscal Quarter
Ended In Ratio
--------------- -------

August, 1997 3.5:1.0
November, 1997 3.5:1.0
February, 1998 3.5:1.0
May, 1998 3.0:1.0
August, 1998 3.0:1.0
November, 1998 3.0:1.0
February, 1999 3.0:1.0
May, 1999 3.0:1.0
August, 1999 3.0:1.0
November, 1999 3.0:1.0
February, 2000 3.0:1.0
May, 2000
and thereafter 2.5:1.0

9.11 Limitation on Modifications of Indebtedness; Modifications of
Certificate of Incorporation, By-Laws and Certain Other Agreements; etc.
Holdings will not, and will not permit any of its Subsidiaries to, (i) amend or
modify, or permit the amendment or modification of, any provision of the
Existing Indebtedness or of any agreement (including, without limitation, any
purchase agreement, indenture, loan agreement or security agreement) relating
thereto other than any amendments or modifications to the Existing Indebtedness
which do not in any way adversely affect the interests of the Banks and are
otherwise permitted under Section 9.04(iii), (ii) make (or give any notice in
respect of) any payment of any nature whatsoever (whether principal, interest or
otherwise) with respect to, or any payment (including without limitation any
prepayment) on or redemption or acquisition for value of, the Seller Note
(except that a redemption required by the first sentence of Section 4(c) of the
Seller Note shall be permitted to the extent required in accordance with the
terms of such first sentence as in effect on the Original Effective Date and so
long as all proceeds used to make such payment are received from an initial
Public Equity Offering (as such term is defined in the Seller Note) by Holdings)
or any Holdings Junior Subordinated Debentures, (iii) make (or give any notice
in respect thereof) any voluntary or optional payment or prepayment on or
redemption or acquisition for value of, or any prepayment or redemption as a
result of any asset sale, change of control or similar event of, any Senior
Subordinated Notes, (iv) amend or modify, or permit the amendment or
modification of, any provision of

any Senior Subordinated Notes, the Seller Note or (after the issuance thereof)
any Holdings Junior Subordinated Debentures or any agreement (including, without
limitation, any Senior Subordinated Note Document) relating thereto other than
amendments or modifications which do not in any way adversely affect the
interests of the Banks and which are effected to make technical corrections to
the respective documentation, (v) amend or modify, or permit the amendment or
modification of, the Recapitalization Agreement, the Asset Purchase Agreement,
any Operating Agreement or any other Recapitalization Document, the Acquisition
Agreement or any other Acquisition Document, except for amendments or
modifications which are not in any way adverse in any material respect to the
interests of the Banks or (vi) amend, modify or change its certificate of
incorporation (including, without limitation, by the filing or modification of
any certificate of designation) or by-laws, or any agreement entered into by it,
with respect to its capital stock (including any Shareholders' Agreement), or
enter into any new agreement with respect to its capital stock, other than any
amendments, modifications or changes pursuant to this clause (vi) or any such
new agreements pursuant to this clause (vi) which do not in any way adversely
affect in any material respect the interests of the Banks, provided that nothing
in this clause (vi) shall prevent Holdings or any of its Subsidiaries from
amending its certificate of incorporation or by-laws to provide indemnification
to any officer or director of Holdings or any such Subsidiary to the maximum
extent permitted by the law of its jurisdiction of incorporation and provided
further, that Holdings may issue such capital stock as is not prohibited by
Section 9.13 and may amend its certificate of incorporation to authorize any
such capital stock. Without limiting the foregoing provisions, it is understood
and agreed by all parties hereto that (i) for purposes of Section 1 of the
Seller Note, the provisions of clause (ii) of the immediately preceding sentence
prohibit the payment of interest on the Seller Note in cash and (ii) for
purposes of Section 4(f) of the Seller Note, the provisions of clause (ii) of
the immediately preceding sentence prohibit all partial or total redemptions of
the Seller Note, except to the extent expressly otherwise provided in said
clause (ii).

9.12 Limitation on Certain Restrictions on Subsidiaries. The
Borrower will not, and will not permit any of its Subsidiaries to, directly or
indirectly, create or otherwise cause or suffer to exist or become effective any
encumbrance or restriction on the ability of any such Subsidiary to (a) pay
dividends or make any other distributions on its capital stock or any other
interest or participation in its profits owned by the Borrower or any Subsidiary
of the Borrower, or pay any Indebtedness owed to the Borrower or a Subsidiary of
the Borrower, (b) make loans or advances to the Borrower or any of the
Borrower's Subsidiaries or (c) transfer any of its properties or assets to the
Borrower or any of the Borrower's Subsidiaries, except for such encumbrances or
restrictions existing under or by reason of (i) applicable law, (ii) this
Agreement and the other Credit Documents, (iii) the Senior Subordinated Note
Documents, (iv) customary provisions restricting subletting or assignment of any
lease governing a leasehold interest of the Borrower or a Subsidiary of the
Borrower, (v) customary provisions restricting assignment of any agreement
entered into by the Borrower or a Subsidiary of the Borrower in the ordinary
course of business, (vi) any holder of a Permitted Lien may restrict the
transfer of the asset or assets subject thereto and (vii) restrictions which are
not more restrictive than those contained in this Agreement contained in any
documents governing any Indebtedness incurred after the Restatement Effective
Date in accordance with the provisions of this Agreement.

9.13 Limitation on Issuance of Capital Stock. (a) Holdings will not
issue any capital stock which is not Qualified Capital Stock.

(b) Holdings will not permit any of its Subsidiaries to issue any
capital stock (including by way of sales of treasury stock) or any options or
warrants to purchase, or securities convertible into, capital stock, except (i)
for transfers and replacements of then outstanding shares of capital stock, (ii)
for stock splits, stock dividends and additional issuances which do not decrease
the percentage ownership of Holdings or any of its Subsidiaries in any class of
the capital stock of such Subsidiary, (iii) in the case of Foreign Subsidiaries
of the Borrower, to qualify directors to the extent required by applicable law,
and (iv) Subsidiaries of the Borrower formed after the Original Effective Date
pursuant to Section 9.14 may issue capital stock to the Borrower or the
respective Subsidiary of the Borrower which is to own such stock in accordance
with the requirements of Section 8.11. All capital stock issued in accordance
with this Section 9.13(b) shall, to the extent required by the Pledge Agreement,
be delivered to the Collateral Agent for pledge pursuant to the Pledge
Agreement.

9.14 Limitation on Creation of Subsidiaries. Neither Holdings nor
the Borrower shall establish, create or acquire any additional Subsidiaries
without the prior written consent of the Required Banks; provided that the
Borrower may establish or create one or more Wholly-Owned Subsidiaries of the
Borrower without such consent so long as (i) 100% of the

capital stock of any new Domestic Subsidiary (or all capital stock of any new
Foreign Subsidiary which is owned by any Credit Party, except that not more than
65% of the voting stock of any such Foreign Subsidiary shall be required to be
so pledged) is upon the creation or establishment of any such new Subsidiary
pledged and delivered to the Collateral Agent for the benefit of the Secured
Creditors under the Pledge Agreement and (ii) upon the creation or establishment
of any such new Domestic Subsidiary such Domestic Subsidiary executes the
Additional Security Documents and guaranty required to be executed by it in
accordance with Section 8.12.

9.15 Business. (a) Holdings shall engage in no business activities
and shall have no assets or liabilities, other than (x) its ownership of the
capital stock of the Borrower and liabilities incident thereto, including its
liabilities pursuant to the Pledge Agreement and its guaranty pursuant to
Section 14.01 and its guarantee of the Senior Subordinated Notes, (y) its
obligations pursuant to the Seller Note and the Holdings Series A Preferred
Stock and (z) its employment of members of management of the Borrower.

(b) The Borrower will not, and will not permit any of its
Subsidiaries to, engage (directly or indirectly) in any business other than the
business in which the Borrower and its Subsidiaries are engaged on the
Restatement Effective Date and other businesses reasonably related thereto.

9.16 Designated Senior Indebtedness. In no event shall the Borrower
designate any indebtedness as "Designated Senior Indebtedness" for purposes of
the Senior Subordinated Note Indenture unless the Required Banks specifically
consent thereto in writing.

9.17 Allocation of Senior Subordinated Note Indenture Basket Amount.
Notwithstanding anything to the contrary set forth herein (including without
limitation Section 9.04), except for extensions of credit from time to time made
pursuant to the Total Revolving Loan Commitment, in each case to the extent the
sum of (x) the aggregate principal amount of outstanding Revolving Loans and
Swingline Loans and (y) the Letter of Credit Outstandings, exceeds $75,000,000,
no Indebtedness may at any time be outstanding pursuant to Section 4.03(b)(14)
of the Senior Subordinated Note Indenture, except that at any time when the
Dedicated Basket Amount has been reduced to an amount which is less than
$50,000,000, Indebtedness (other than pursuant to the Total Revolving Loan
Commitment) may be outstanding pursuant to Section 4.03(b)(14) of the Senior
Subordinated Note Indenture (so long as such Indebtedness is also permitted to
be outstanding pursuant to Section 9.04) in an aggregate amount not to exceed at
any time an amount equal to $50,000,000 less the Dedicated Basket Amount as then
in effect. The Dedicated Basket Amount will at all times remain available
solely for extensions of credit pursuant to the Total Revolving Loan Commitment.

SECTION 10. Events of Default. Upon the occurrence of any of the
following specified events (each an "Event of Default"):

10.01 Payments. The Borrower shall (i) default in the payment when
due of any principal of any Loan or any Note or (ii) default, and such default
shall continue unremedied for three or more Business Days, in the payment when
due of any Unpaid Drawings or interest on any Loan or Note, or any Fees or any
other amounts owing hereunder or thereunder; or

10.02 Representations, etc. Any representation, warranty or
statement made by any Credit Party herein or in any other Credit Document or in
any certificate delivered pursuant hereto or thereto shall prove to be untrue in
any material respect on the date as of which made or deemed made; or

10.03 Covenants. Holdings or the Borrower shall (i) default in the
due performance or observance by it of any term, covenant or agreement contained
in Section 8.01(g)(i), 8.08, 8.11, or Section 9 or (ii) default in the due
performance or observance by it of any other term, covenant or agreement
contained in this Agreement and in the case of any default specified in this
clause (ii) such default shall continue unremedied for a period of 30 days after
written notice to the Borrower by any Agent or any of the Banks; or

10.04 Default Under Other Agreements. Holdings, the Borrower or any
of their respective Subsidiaries shall (i) default in any payment of any
Indebtedness (other than the Obligations) beyond the period of grace, if any,
provided in the instrument or agreement under which such Indebtedness was
created or (ii) default in the observance or performance of any agreement or
condition relating to any Indebtedness (other than the Obligations) or contained
in any instrument or agreement evidencing, securing or relating thereto, or any
other event shall occur or condition exist, the effect of which default or other
event or condition is to cause, or to permit the holder or holders of such
Indebtedness (or a trustee or agent on behalf of such holder or holders) to
cause (determined without regard to whether any notice is required), any such
Indebtedness to become due prior to its stated maturity (other than, in the case
of the Seller Note, as a result of a redemption required by the first sentence
of Section 4(c) of the Seller Note and permitted to be paid pursuant to Section
9.11(ii)), or (iii) any Indebtedness (other than the Obligations) of Holdings,
the Borrower or any of their respective Subsidiaries shall be declared to be due
and payable, or required to be prepaid other than by a regularly scheduled
required prepayment, prior to the stated maturity thereof, (other than, in the
case of the Seller Note, as a result of a redemption required by the first
sentence of Section 4(c) of the Seller Note and permitted to be paid pursuant to
Section 9.11(ii)), provided that (x) it shall not be a Default or Event of
Default under this Section 10.04 unless the aggregate principal amount of all
Indebtedness as described in preceding

clauses (i) through (iii), inclusive, is at least $5,000,000; or

10.05 Bankruptcy, etc. Holdings, the Borrower or any of their
respective Subsidiaries shall commence a voluntary case concerning itself under
Title 11 of the United States Code entitled "Bankruptcy", as now or hereafter in
effect, or any successor thereto (the "Bankruptcy Code"); or an involuntary case
is commenced against Holdings, the Borrower or any of their respective
Subsidiaries and the petition is not controverted within 15 days, or is not
dismissed within 60 days, after commencement of the case; or a custodian (as
defined in the Bankruptcy Code) is appointed for, or takes charge of, all or
substantially all of the property of Holdings, the Borrower or any of their
respective Subsidiaries or Holdings, the Borrower or any of their respective
Subsidiaries commences any other proceeding under any reorganization,
arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or
liquidation or similar law of any jurisdiction whether now or hereafter in
effect relating to Holdings, the Borrower or any of their respective
Subsidiaries or there is commenced against Holdings, the Borrower or any of
their respective Subsidiaries any such proceeding which remains undismissed for
a period of 60 days, or Holdings, the Borrower or any of their respective
Subsidiaries is adjudicated insolvent or bankrupt; or any order of relief or
other order approving any such case or proceeding is entered; or Holdings, the
Borrower or any of their respective Subsidiaries suffers any appointment of any
custodian or the like for it or any substantial part of its property to continue
undischarged or unstayed for a period of 60 days; or Holdings, the Borrower or
any of their respective Subsidiaries makes a general assignment for the benefit
of creditors; or any corporate action is taken by Holdings, the Borrower or any
of their respective Subsidiaries for the purpose of effecting any of the
foregoing; or

10.06 ERISA. (a) Any Plan shall fail to satisfy the minimum funding
standard required for any plan year or part thereof under Section 412 of the
Code or Section 302 of ERISA or a waiver of such standard or extension of any
amortization period is sought or granted under Section 412 of the Code or
Section 303 or 304 of ERISA, a Reportable Event shall have occurred, a
contributing sponsor (as defined in Section 4001(a)(13) of ERISA) of a Plan
subject to Title IV of ERISA shall be subject to the advance reporting
requirement of PBGC Regulation Section 4043.61 (without regard to subparagraph
(b)(1) thereof) and an event described in subsection .62, .63, .64, .65, .66,
.67 or .68 of PBGC Regulation Section 4043 shall be reasonably expected to occur
with respect to such Plan within the following 30 days, any Plan which is
subject to Title IV of ERISA shall have had or is reasonably likely to have a
trustee appointed to administer such Plan, any Plan which is subject to Title IV
of ERISA is, shall have been or is reasonably likely to be terminated or to be
the subject of termination proceedings under ERISA, any Plan shall have an
Unfunded Current Liability, a contribution required to be made with respect to a
Plan or a Foreign Pension Plan has not been timely made, Holdings or any
Subsidiary of Holdings or any ERISA Affiliate has incurred or is reasonably
likely to incur any liability to or on account of a Plan under Section 409,
502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or
Section 401(a)(29), 4971 or 4975 of the Code or on account of a group health
plan

(as defined in Section 607(1) of ERISA or Section 4980B(g)(2) of the Code) under
Section 4980B of the Code, or Holdings, or any of its Subsidiaries has incurred
or is reasonably likely to incur liabilities pursuant to one or more employee
welfare benefit plans (as defined in Section 3(1) of ERISA) that provide
benefits to retired employees or other former employees (other than as required
by Section 601 of ERISA) or Plans or Foreign Pension Plans; (b) there shall
result from any such event or events the imposition of a lien, the granting of a
security interest, or a liability or a material risk of incurring a liability;
and (c) such lien, security interest or liability, individually, and/or in the
aggregate, in the opinion of the Required Banks, has had, or could reasonably be
expected to have, a Material Adverse Effect; or

10.07 Security Documents. At any time after the execution and
delivery thereof, any of the Security Documents shall cease to be in full force
and effect, or shall cease in any material respect to give the Collateral Agent
for the benefit of the Secured Creditors the Liens, rights, powers and
privileges purported to be created thereby (including, without limitation, a
perfected security interest in, and Lien on, all of the Collateral (excluding
(i) assets valued at up to $250,000 in the aggregate, (ii) cash proceeds of any
such Collateral to the extent same are not required to be paid to, or deposited
with, the Collateral Agent pursuant to the respective Security Document and
(iii) inventory (including work-in-process), which, in the ordinary course of
business, is located outside of the U.S. or any territories thereof and is
temporarily in transit or held pending the completion or sale thereof (except to
the extent Holdings and the Borrower have failed to comply, following the
request of the Collateral Agent or the Required Banks, with the requirements of
the second sentence of Section 8.12(b)); provided that if the Borrower is
notified by the Administrative Agent of a lack of perfection with respect to any
of the Collateral, the Borrower will take such steps as are necessary or
advisable to perfect the Collateral Agent's security interest in such
Collateral)), in favor of the Collateral Agent, superior to and prior to the
rights of all third Persons (except as permitted by Section 9.01), and subject
to no other Liens (except as permitted by Section 9.01), or any Credit Party
shall default in the due performance or observance of any term, covenant or
agreement on its part to be performed or observed pursuant to any of the
Security Documents and such default shall continue beyond any grace period
specifically applicable thereto pursuant to the terms of such Security Document;
or

10.08 Guaranty. Any Guaranty or any provision thereof shall cease to
be in full force or effect as to the relevant Guarantor (unless such Guarantor
is no longer a Subsidiary by virtue of a liquidation, sale, merger or
consolidation permitted by Section 9.02), or any Guarantor or Person acting by
or on behalf of such Guarantor shall deny or disaffirm such Guarantor's
obligations under the relevant Guaranty, or any Guarantor shall default in the
due performance or observance of any term, covenant or agreement on its part to
be performed or observed pursuant to its Guaranty; or

10.09 Judgments. One or more judgments or decrees shall be entered
against Holdings, the Borrower or any of their respective Subsidiaries involving
in the aggregate for Holdings, the Borrower and their respective Subsidiaries a
liability (not paid or fully covered by a reputable and solvent insurance
company) and such judgments and decrees either shall be final and non-appealable
or shall not be vacated, discharged or stayed or bonded pending appeal for any
period of 60 consecutive days, and the aggregate amount of all such judgments to
the extent not covered by insurance exceeds $1,000,000; or

10.10 Change of Control. A Change of Control shall occur;

then, and in any such event, and at any time thereafter, if any Event of Default
shall then be continuing, the Administrative Agent, upon the written request of
the Required Banks, shall by written notice to the Borrower, take any or all of
the following actions, without prejudice to the rights of any Agent, any Bank or
the holder of any Note to enforce its claims against any Credit Party (provided
that, if an Event of Default specified in Section 10.05 shall occur with respect
to the Borrower, the result which would occur upon the giving of written notice
by the Administrative Agent to the Borrower as specified in clauses (i) and (ii)
below shall occur automatically without the giving of any such notice): (i)
declare the Total Commitments terminated, whereupon all Commitments of each Bank
shall forthwith terminate immediately and any Commitment Commission shall
forthwith become due and payable without any other notice of any kind; (ii)
declare the principal of and any accrued interest in respect of all Loans and
the Notes and all Obligations owing hereunder and thereunder to be, whereupon
the same shall become, forthwith due and payable without presentment, demand,
protest or other notice of any kind, all of which are hereby waived by each
Credit Party; (iii) terminate any Letter of Credit, which may be terminated, in
accordance with its terms; (iv) direct the Borrower to pay (and the Borrower
agrees that upon receipt of such notice, or upon the occurrence of an Event of
Default specified in Section 10.05 with respect to the Borrower, it will pay) to
the Collateral Agent at the Payment Office such additional amount of cash, to be
held as security by the Collateral Agent, as is equal to the aggregate Stated
Amount of all Letters of Credit issued for the account of the Borrower and then
outstanding; (v) enforce, as Collateral Agent, all of the Liens and security
interests created pursuant to the Security Documents; and (vi) apply any cash
collateral as provided in Section 4.02.

SECTION 11. Definitions and Accounting Terms.

11.01 Defined Terms. As used in this Agreement, the following terms
shall have the following meanings (such meanings to be equally applicable to
both the singular and plural forms of the terms defined):

"Acquired Business" shall mean the businesses (including without
limitation the

Analog and Mixed Signal Technologies Business Units) to be acquired by the
Borrower pursuant to the Acquisition.

"Acquisition" shall mean the acquisition by the Borrower of 100% of
the capital stock of Xxxxxxxxx Semiconductor Corporation of California (f/k/a/
Raytheon Semiconductor, Inc.), a Delaware corporation, for a purchase price not
to exceed $120,000,000 (as such amount may be increased (or decreased, as the
case may be) dollar for dollar to the extent the Net Worth of Xxxxxxxxx
Semiconductor Corporation of California reflected in the Adjusted Closing
Balance Sheet exceeds (or is less than, as the case may be) its Net Worth as
reflected in the Target Balance Sheet) pursuant to the Acquisition Agreement.
For purposes of this definition, the terms "Net Worth", "Adjusted Closing
Balance Sheet" and "Target Balance Sheet" have the respective meanings ascribed
thereto in the Acquisition Agreement.

"Acquisition Agreement" shall mean the Acquisition Agreement, dated
November 25, 1997, by and among the Borrower, Raytheon Company, a Delaware
corporation, and Thornwood Trust, a Massachusetts Business Trust and wholly
owned unit of Raytheon Company, as in effect on the Restatement Effective Date
and as the same may be amended, modified or supplemented from time to time
pursuant to the terms hereof and thereof.

"Acquisition Documents" shall mean the Acquisition Agreement and all
other agreements, instruments and documents entered into or delivered in
connection with the Acquisition.

"Additional Collateral" shall mean all property (whether real or
personal) in which security interests are granted (or have been purported to be
granted) (and continue to be in effect at the time of determination) pursuant to
Section 8.12.

"Additional Mortgage" shall have the meaning provided in Section
8.12(a).

"Additional Mortgaged Property" shall have the meaning provided in
Section 8.12(a).

"Additional Security Documents" shall mean all mortgages, pledge
agreements, security agreements and other security documents entered into
pursuant to Section 8.12 with respect to Additional Collateral.

"Adjusted Certificate of Deposit Rate" shall mean, on any day, the sum
(rounded to the nearest 1/100 of 1%) of (1) the rate obtained by dividing (x)
the most recent weekly average dealer offering rate for negotiable certificates
of deposit with a three-month maturity in the secondary market as published in
the most recent Federal Reserve System publication entitled "Select Interest
Rates", published weekly on Form H.15 as of the date hereof, or if such
publication or a substitute containing the foregoing rate information shall not
be

published by the Federal Reserve System for any week, the weekly average
offering rate determined by the Administrative Agent on the basis of
quotations for such certificates received by it from three certificate of
deposit dealers in New York of recognized standing or, if such quotations are
unavailable, then on the basis of other sources reasonably selected by the
Administrative Agent, by (y) a percentage equal to 100% minus the stated
maximum rate of all reserve requirements as specified in Regulation D
applicable on such day to a three-month certificate of deposit of a member
bank of the Federal Reserve System in excess of $100,000 (including, without
limitation, any marginal, emergency, supplemental, special or other
reserves), plus (2) the then daily net annual assessment rate as estimated by
the Administrative Agent for determining the current annual assessment
payable by the Administrative Agent to the Federal Deposit Insurance
Corporation for insuring three-month certificates of deposit.

"Adjusted Consolidated Net Income" for any period shall mean
Consolidated Net Income for such period plus, without duplication, the sum of
the amount of all net non-cash charges (including, without limitation,
depreciation, amortization, deferred tax expense and non-cash interest expense,
but excluding any net non-cash charges reflected in Adjusted Consolidated
Working Capital) and net non-cash losses which were included in arriving at
Consolidated Net Income for such period less the sum of the amount of all net
non-cash gains (exclusive of items reflected in Adjusted Consolidated Working
Capital) included in arriving at Consolidated Net Income for such period.

"Adjusted Consolidated Working Capital" at any time shall mean
Consolidated Current Assets (but excluding therefrom all cash and Cash
Equivalents) less Consolidated Current Liabilities.

"Adjusted Percentage" shall mean (x) at a time when no Bank Default
exists, for each Bank, such Bank's Percentage and (y) at a time when a Bank
Default exists (i) for each Bank that is a Defaulting Bank, zero and (ii) for
each Bank that is a Non-Defaulting Bank, the percentage determined by dividing
such Bank's Revolving Loan Commitment at such time by the Adjusted Total
Revolving Loan Commitment at such time, it being understood that all references
herein to Revolving Loan Commitments and the Adjusted Total Revolving Loan
Commitment at a time when the Total Revolving Loan Commitment or Adjusted Total
Revolving Loan Commitment, as the case may be, has been terminated shall be
references to the Revolving Loan Commitments or Adjusted Total Revolving Loan
Commitment, as the case may be, in effect immediately prior to such termination,
provided that (A) no Bank's Adjusted Percentage shall change upon the occurrence
of a Bank Default from that in effect immediately prior to such Bank Default if
after giving effect to such Bank Default, and any repayment of Revolving Loans
and Swingline Loans at such time pursuant to Section 4.02(a) or otherwise, the
sum of (i) the aggregate outstanding principal amount of Revolving Loans of all
Non-Defaulting Banks plus (ii) the aggregate outstanding principal amount of
Swingline Loans plus (iii) the Letter of Credit Outstandings, exceed the
Adjusted Total Revolving Loan Commitment; (B) the changes to the Adjusted
Percentage that would have

become effective upon the occurrence of a Bank Default but that did not
become effective as a result of the preceding clause (A) shall become
effective on the first date after the occurrence of the relevant Bank Default
on which the sum of (i) the aggregate outstanding principal amount of the
Revolving Loans of all Non-Defaulting Banks plus (ii) the aggregate
outstanding principal amount of Swingline Loans plus (iii) the Letter of
Credit Outstandings is equal to or less than the Adjusted Total Revolving
Loan Commitment; and (C) if (i) a Non-Defaulting Bank's Adjusted Percentage
is changed pursuant to the preceding clause (B) and (ii) any repayment of
such Bank's Revolving Loans, or of Unpaid Drawings with respect to Letters of
Credit or of Swingline Loans, that were made during the period commencing
after the date of the relevant Bank Default and ending on the date of such
change to its Adjusted Percentage must be returned to the Borrower as a
preferential or similar payment in any bankruptcy or similar proceeding of
the Borrower, then the change to such Non-Defaulting Bank's Adjusted
Percentage effected pursuant to said clause (B) shall be reduced to that
positive change, if any, as would have been made to its Adjusted Percentage
if (x) such repayments had not been made and (y) the maximum change to its
Adjusted Percentage would have resulted in the sum of the outstanding
principal of Revolving Loans made by such Bank plus such Bank's new Adjusted
Percentage of the outstanding principal amount of Swingline Loans and of
Letter of Credit Outstandings equalling such Bank's Revolving Loan Commitment
at such time.

"Adjusted Total Revolving Loan Commitment" shall mean at any time the
Total Revolving Loan Commitment less the aggregate Revolving Loan Commitments of
all Defaulting Banks.

"Administrative Agent" shall have the meaning provided in the first
paragraph of this Agreement, and shall include any successor thereto.

"Affiliate" shall mean, with respect to any Person, any other Person
(including, for purposes of Section 9.06 only, all directors, officers and
partners of such Person) directly or indirectly controlling, controlled by, or
under direct or indirect common control with, such Person; provided, however,
that for purposes of Section 9.06, an Affiliate of Holdings shall include any
Person that directly or indirectly owns more than 5% of any class of the capital
stock of Holdings and any officer or director of Holdings or any of its
Subsidiaries. A Person shall be deemed to control another Person if such Person
possesses, directly or indirectly, the power to direct or cause the direction of
the management and policies of such other Person, whether through the ownership
of voting securities, by contract or otherwise.

"Agent" shall have the meaning set forth in the first paragraph of
this Agreement.

"Agreement" shall mean this Credit Agreement, as modified,
supplemented, amended, restated, extended, renewed or replaced from time to
time.

"Applicable Margin" shall mean (i) in the case of Tranche C Term Loans

maintained as (x) Base Rate Loans, 1.50% and (y) Eurodollar Loans, 2.50% and
(ii) in the case of Revolving Loans and Tranche A Term Loans, during each Margin
Adjustment Period beginning after the Initial Borrowing Date, the percentage per
annum set forth below opposite the respective Level indicated to have been
achieved on the applicable Start Date for such Margin Adjustment Period (as
shown on the respective officer's certificate delivered pursuant to Section
8.01(f)) in accordance with the Requirements for the various Levels specified in
the table below:

Applicable Applicable
Margin Margin for
for Base Eurodollar
Level Requirements Rate Loans Loans
----- -------------------------------------------- ---------- ----------

1 For the Margin Adjustment Test Period last 0% 1.00%
ended, the Leverage Ratio was less than or
equal to 1.50:1.00 on the last day of such
Margin Adjustment Test Period and the
Consolidated Interest Coverage Ratio for
such Margin Adjustment Test Period was
greater than or equal to 5.00:1.00.

2 For the Margin Adjustment Test Period last 0.50% 1.50%
ended, the Requirements for Xxxxx 0, as set
forth above, were not met, and the Leverage
Ratio was less than or equal to 2.00:1.00 on
the last day of such Margin Adjustment Test
Period and the Consolidated Interest Coverage
Ratio for such Margin Adjustment Test Period
was greater than or equal to 4.00:1.00

3 For the Margin Adjustment Test Period last 1.00% 2.00%
ended, the Requirements for Levels 1 and 2,
as set forth above, were not met, and the
Leverage Ratio was less than 2.25:1.00 on
the last day of such Margin Adjustment Test
Period and the Consolidated Interest Coverage
Ratio for such Margin Adjustment Test Period
was greater than or equal to 3.50:1.00

4 Level 4 pricing shall apply at all times when 1.50% 2.50%
the Requirements set forth above for Levels 1
through 3 are not met

; provided, however, that Level 4 pricing shall also apply (x) from the period
from the Initial Borrowing Date to but excluding the first day of the first
Margin Adjustment Period occurring after the Initial Borrowing Date and (y) at
any time when any Default or Event of Default is in existence.

"Asset Purchase Agreement" shall mean the Asset Purchase Agreement,
dated as of March 11, 1997, between the Borrower and NSC.

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

"Assumed Liabilities" shall mean those liabilities in respect of the
Business which are being assumed by the Borrower pursuant to Section 2.3 of the
Asset Purchase Agreement.

"Bank" shall mean each financial institution listed on Schedule I, as
well as any Person which becomes a "Bank" hereunder pursuant to 13.04(b).

"Bank Default" shall mean (i) the refusal (which has not been
retracted) of a Bank to make available its portion of any Borrowing (including
any Mandatory Borrowing) or to fund its portion of any unreimbursed payment
under Section 2.03(c) or (ii) a Bank having notified in writing the Borrower
and/or the Administrative Agent that it does not intend to comply with its
obligations under Section 1.01(c) or Section 2.

"Bankruptcy Code" shall have the meaning provided in Section 10.05.

"Base Rate" shall mean for any day, a rate of interest per annum equal
to the higher of (i) the Prime Lending Rate for such day and (ii) the sum of the
Adjusted Certificate of Deposit Rate for such day plus 1/2 of 1% per annum.

"Base Rate Loan" shall mean (i) each Swingline Loan and (ii) each Loan
designated or deemed designated as such by the Borrower at the time of the
incurrence thereof or conversion thereto.

"Borrower" shall have the meaning set forth in the first paragraph of
this Agreement.

"Borrower Common Stock" shall mean the common stock of the Borrower.

"Borrowing" shall mean the borrowing of one Type of Loan of a single
Tranche from all the Banks (other than any Bank which has not funded its share
of a Borrowing in accordance with this Agreement) having Commitments of the
respective Tranche (or from the Swingline Bank in the case of Swingline Loans)
on a given date (or resulting from a conversion or conversions on such date)
having in the case of Eurodollar Loans the same Interest Period, provided that
Base Rate Loans incurred pursuant to Section 1.10(b) shall be considered part of
the related Borrowing of Eurodollar Loans. It is understood that there may be
more than one Borrowing outstanding pursuant to a given Tranche.

"BTCo" shall mean Bankers Trust Company in its individual capacity.

"Business" shall mean the Logic, Memory and Discrete Power and Signal
Technologies Business Units as historically conducted and accounted for
(including Flash Memory, but excluding Public Networks, Programmable Products
and Mil Logic Products), and shall, on and after the Restatement Effective Date,
include the Acquired Business.

"Business Day" shall mean (i) with respect to any borrowing, payment
or rate selection of Eurodollar Loans, a day (other than a Saturday or Sunday)
on which banks generally are open in New York for the conduct of substantially
all of their commercial lending activities and on which dealings in United
States dollars are carried on in the London interbank market and (ii) for all
other purposes, a day (other than a Saturday or Sunday) on which banks generally
are open in New York for the conduct of substantially all of their commercial
lending activities.

"Capital Expenditures" shall mean, with respect to any Person, all
expenditures by such Person which should be capitalized in accordance with
generally accepted accounting principles, including all such expenditures with
respect to fixed or capital assets (including, without limitation, expenditures
for maintenance and repairs which should be capitalized in accordance with
generally accepted accounting principles) and the amount of Capitalized Lease
Obligations incurred by such Person.

"Capitalized Lease Obligations" of any Person shall mean all rental
obligations which, under generally accepted accounting principles, are or will
be required to be capitalized on the books of such Person, in each case taken at
the amount thereof accounted for as indebtedness in accordance with such
principles.

"Cash Equivalents" shall mean, as to any Person, (i) securities issued
or directly and fully guaranteed or insured by the United States or any agency
or instrumentality thereof (provided that the full faith and credit of the
United States is pledged in support thereof) having maturities of not more than
one year from the date of acquisition, (ii) time deposits and certificates of
deposit of any commercial bank having, or which is the principal banking
subsidiary of a bank holding company organized under the laws of the United
States, any State thereof, the District of Columbia or any foreign jurisdiction
having capital, surplus and undivided profits aggregating in excess of
$200,000,000, with maturities of not more than one year from the date of
acquisition by such Person, (iii) repurchase obligations with a term of not more
than 90 days for underlying securities of the types described in clause (i)
above entered into with any bank meeting the qualifications specified in clause
(ii) above, (iv) commercial paper issued by any Person incorporated in the
United States rated at least A-1 or the equivalent thereof by Standard & Poor's
Corporation or at least P-1 or the equivalent thereof by Xxxxx'x Investors
Service, Inc. and in each case maturing not more than one year after the date of
acquisition by such Person, (v) investments in money market funds substantially
all of whose assets are comprised of securities of the types described in
clauses (i) through (iv) above and (vi) demand deposit accounts maintained in
the ordinary course of business.

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

"Change of Control" shall mean (i) Holdings shall at any time cease to
own 100% of the capital stock of the Borrower; (ii) at any time a "Change of
Control" under and as defined in the Senior Subordinated Note Indenture, the
Seller Note or in any documentation relating to any Indebtedness refinancing all
or any part thereof shall have occurred; (iii) at any time prior to the
consummation of a Qualified Public Offering, and for any reason whatsoever, (x)
the CVC Permitted Holders shall own less than 40% of the then outstanding Voting
Stock at such time or (y) the CVC Permitted Holders and the Management
Investors, taken together, shall own less than a majority or the outstanding
Voting Stock of Holdings; (iv) at any time after the consummation of a Qualified
Public Offering, and for any reason whatsoever, (x) the CVC Permitted Holders
shall own less than 20% of the outstanding Voting Stock of Holdings or (y) any
"Person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the
Exchange Act), excluding the CVC Permitted Holders, is or shall become the
"beneficial owner" (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange
Act), directly or indirectly, of a greater percentage of the Voting Stock of
Holdings than is owned by the CVC Permitted Holders at such time; or (v) at any
time the board of directors of Holdings shall cease to consist of a majority of
Continuing Directors.

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

"Collateral" shall mean all property (whether real or personal) with
respect to which any security interests have been granted (or purported to be
granted) pursuant to any Security Document, including, without limitation, all
Pledge Agreement Collateral, all Security Agreement Collateral, all Mortgaged
Properties, all cash and Cash Equivalents delivered as collateral pursuant to
Section 4.02 or 10 hereof and all Additional Collateral, if any.

"Collateral Agent" shall mean the Administrative Agent acting as
collateral agent for the Secured Creditors pursuant to the Security Documents.

"Commitment" shall mean any of the commitments of any Bank, i.e.,
whether the Tranche A Term Loan Commitment, Tranche C Term Loan Commitment or
Revolving Loan Commitment.

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

"Common Management Fund" shall mean with respect to any Person, a fund
under common control with such Person.

"Confidential Memoranda" shall mean (i) the Confidential Memorandum,
entitled "Request for Amendments in Conjunction with Acquisition of Raytheon
Semiconductor, Inc." and dated November, 1997 (as updated through the date
hereof), and (ii) the Confidential Memorandum, entitled "Presentation to Lenders
- $145,000,000 Senior Secured Credit Facility in Connection with the Acquisition
of Raytheon Semiconductor, Inc." and dated December, 1997, collectively,
prepared in connection with the Acquisition and the financing thereof.

"Consolidated Current Assets" shall mean, at any time, the
consolidated current assets of Holdings and its Consolidated Subsidiaries.

"Consolidated Current Liabilities" shall mean, at any time, the
consolidated current liabilities of Holdings and its Consolidated Subsidiaries
at such time, but excluding (i) the current portion of any Indebtedness under
this Agreement and any other long-term Indebtedness which would otherwise be
included therein, (ii) accrued but unpaid interest with respect to the
Indebtedness described in clause (i), and (iii) the current portion of
Indebtedness constituting Capitalized Lease Obligations.

"Consolidated EBIT" shall mean, for any period, the Consolidated Net
Income for such period, before interest expense and provision for taxes based on
income and without giving effect to any extraordinary gains or losses or gains
or losses from sales of assets other than inventory sold in the ordinary course
of business.

"Consolidated EBITDA" shall mean, for any period, Consolidated EBIT,
adjusted by adding thereto the amount of all amortization of intangibles and
depreciation, in each case that were deducted in arriving at Consolidated EBIT
for such period.

"Consolidated Fixed Charge Coverage Ratio" for any period shall mean
the ratio of Consolidated EBITDA to Consolidated Fixed Charges for such period.

"Consolidated Fixed Charges" for any period shall mean the sum,
without duplication, of (i) Consolidated Interest Expense for such period,
(ii) the amount of all Capital Expenditures made by Holdings and its
Subsidiaries during such period (other than Capital Expenditures to the extent
made pursuant to Section 9.07(c)), (iii) all cash payments in respect of taxes
made during such period (net of any cash refunds actually received during such
period) and (iv) the scheduled principal amount of all amortization payments on
all Indebtedness (including without limitation the principal component of all
Capitalized Lease Obligations) of Holdings and its Subsidiaries for such period
(as determined on the first day of the respective period).

"Consolidated Indebtedness" shall mean, as at any date of
determination, the aggregate stated balance sheet amount of all Indebtedness
(but including in any event the then outstanding principal amount of all Loans,
all Senior Subordinated Notes, all Capitalized Lease Obligations and all Letter
of Credit Outstandings) of Holdings and its Subsidiaries on a consolidated basis
as determined in accordance with GAAP; provided that Indebtedness outstanding
pursuant to (x) the Seller Note, (y) the Holdings Junior Subordinated Debentures
and (z) trade payables incurred in the ordinary course of business shall be
excluded in determining Consolidated Indebtedness.

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

"Consolidated Interest Expense" shall mean, for any period, the total
consolidated interest expense of Holdings and its Consolidated Subsidiaries for
such period (calculated without regard to any limitations on the payment
thereof) plus, without duplication, that portion of Capitalized Lease
Obligations of Holdings and its Consolidated Subsidiaries representing the
interest factor for such period, but excluding (i) the amortization of any
deferred financing costs incurred in connection with this Agreement or the
issuance of the Senior Subordinated Notes and (ii) any interest expense in
respect of (x) the Seller Note and (y) the Holdings Junior Subordinated
Debentures.

100

"Consolidated Net Income" shall mean, for any period, the consolidated
net after tax income of Holdings and its Consolidated Subsidiaries determined in
accordance with GAAP.

"Consolidated Subsidiaries" shall mean, as to any Person, all
Subsidiaries of such Person which are consolidated with such Person for
financial reporting purposes in accordance with GAAP. Notwithstanding anything
to the contrary contained in this Agreement (and except for purposes of the
definition of Unrestricted Subsidiary), an Unrestricted Subsidiary shall be
deemed not to be a Subsidiary of the Borrower or any of its other Subsidiaries
for purposes of this Agreement.

"Contingent Obligation" shall mean, as to any Person, any obligation
of such Person guaranteeing or intended to guarantee any Indebtedness, leases,
dividends or other obligations ("primary obligations") of any other Person (the
"primary obligor") in any manner, whether directly or indirectly, including,
without limitation, any obligation of such Person, whether or not contingent,
(i) to purchase any such primary obligation or any property constituting direct
or indirect security therefor, (ii) to advance or supply funds (x) for the
purchase or payment of any such primary obligation or (y) to maintain working
capital or equity capital of the primary obligor or otherwise to maintain the
net worth or solvency of the primary obligor, (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 holder
of such primary obligation against loss in respect thereof; provided, however,
that the term Contingent Obligation shall not include endorsements of
instruments for deposit or collection in the ordinary course of business and any
products warranties extended in the ordinary course of business. The amount of
any Contingent Obligation shall be deemed to be an amount equal to the stated or
determinable amount of the primary obligation in respect of which such
Contingent Obligation is made (or, if the less, the maximum amount of such
primary obligation for which such Person may be liable pursuant to the terms of
the instrument evidencing such Contingent Obligation) or, if not stated or
determinable, the maximum reasonably anticipated liability in respect thereof
(assuming such Person is required to perform thereunder) as determined by such
Person in good faith.

"Continuing Bank" shall mean each Original Bank with a Commitment
under this Agreement (immediately upon giving effect to the Restatement
Effective Date).

101

"Continuing Directors" shall mean the (i) directors of Holdings on the
Initial Borrowing Date and (ii) each other director, if (x) such director's
nomination for election to the board of directors of Holdings is recommended by
a majority of the then Continuing Directors or (y) such director became a member
of the board of directors pursuant to, and in accordance with, Article V of the
Securities Purchase and Holders Agreement prior to the termination of the voting
agreements pursuant to Section 5.7 of the Securities Purchase and Holders
Agreement.

"Credit Documents" shall mean this Agreement and, after the execution
and delivery thereof pursuant to the terms of this Agreement, each Note, each
Security Document and the Subsidiaries Guaranty and, after the execution and
delivery thereof, each additional guaranty or security document executed
pursuant to Section 8.12.

"Credit Event" shall mean the making of any Loan or the issuance of
any Letter of Credit.

"Credit Party" shall mean Holdings, the Borrower, each Subsidiary
Guarantor and any other Subsidiary which at any time executes and delivers any
Credit Document as required by this Agreement.

"CVC" shall mean Citicorp Venture Capital, Ltd.

"CVC Permitted Holders" shall mean (i) CVC, (ii) any officer, employee
or director of CVC or any trust, partnership or other entity established solely
for the benefit of such officers, employees or directors and (iii) Sterling (or
any successor) so long as CVC, employees, officers and directors of CVC and
corporations, partnerships and other entities at least a majority of the equity
in which is held in the aggregate by CVC and its employees, officers and
directors, hold no less than a majority of the aggregate economic interests in
Sterling or such successor.

"Debt Agreements" shall have the meaning provided in Section 5.05.

102

"Dedicated Basket Amount" shall mean $50,000,000; provided that, at
the option of the Borrower, at any time after the Restatement Effective Date
such amount may be (x) decreased to an amount not less than $25,000,000 so long
as the Borrower delivers to the Administrative Agent an officer's certificate
(1) setting forth such new Dedicated Basket Amount, and (2) certifying that such
new Dedicated Basket Amount is not less than (A) the sum of (I) the aggregate
principal amount of then outstanding Revolving Loans and Swingline Loans and
(II) the Letter of Credit Outstandings at such time minus (B) $75,000,000, or
(y) thereafter increased to an amount not greater than $50,000,000 so long as
the Borrower delivers to the Administrative Agent an officer's certificate (1)
setting forth such new Dedicated Basket Amount, (2) certifying that Indebtedness
is not then outstanding pursuant to Section 4.03(b)(14) of the Senior
Subordinated Note Indenture (excluding Indebtedness representing extensions of
credit pursuant to the Total Revolving Loan Commitment) in an amount in excess
of $50,000,000 less the new Dedicated Basket Amount, and (3) certifying that
such new Dedicated Basket Amount will thereafter remain available solely for
extensions of credit pursuant to the Total Revolving Loan Commitment.

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

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

"Disqualified Stock" shall mean any capital stock which, by its terms
(or by the terms of any security into which it is convertible or for which it is
exchangeable), or upon the happening of any event, (i) matures (excluding any
maturity as the result of an optional redemption by the issuer thereof) or is
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or
is redeemable at the option of the holder thereof, in whole or in part, on or
prior to the first anniversary of the Tranche C Term Loan Maturity Date, or (ii)
is convertible into or exchangeable (unless at the sole option of the issuer
thereof) for (a) debt securities or (b) any capital stock referred to in (i)
above, in each case at any time prior to the first anniversary of the Tranche C
Term Loan Maturity Date, or (iii) otherwise contains terms which are materially
more restrictive (or provide the holders thereof materially greater rights) than
the Holdings Series A Preferred Stock in the form issued on or prior to the
Initial Borrowing Date.

103

"Dividend" with respect to any Person shall mean that such Person has
declared or paid a dividend or returned any equity capital to its stockholders
or authorized or made any other distribution, payment or delivery of property
(other than common stock of such Person) or cash to its stockholders as such, or
redeemed, retired, purchased or otherwise acquired, directly or indirectly, for
a consideration any shares of any class of its capital stock outstanding on or
after the Restatement Effective Date (or any options or warrants issued by such
Person with respect to its capital stock), or set aside any funds for any of the
foregoing purposes, or shall have permitted any of its Subsidiaries to purchase
or otherwise acquire for a consideration any shares of any class of the capital
stock of such Person outstanding on or after the Restatement Effective Date (or
any options or warrants issued by such Person with respect to its capital
stock). Without limiting the foregoing, "Dividends" with respect to any Person
shall also include all payments made or required to be made by such Person with
respect to any stock appreciation rights, plans, equity incentive or achievement
plans or any similar plans or setting aside of any funds for the foregoing
purposes.

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

"Documents" shall mean the Credit Documents, the Acquisition Documents
and the Recapitalization Documents.

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

"Domestic Subsidiary" shall mean each Subsidiary of the Borrower that
is incorporated or organized in the United States of America, any State thereof,
the United States Virgin Islands or Puerto Rico.

"Domestic Wholly-Owned Subsidiary" shall mean each Domestic Subsidiary
which is a Wholly-Owned Subsidiary of the Borrower.

"Drawing" shall have the meaning provided in Section 2.04(b).

"Effective Date" shall mean the Original Effective Date.

"Eligible Transferee" shall mean and include a commercial bank,
insurance company, financial institution, fund or other Person which regularly
purchases interests in loans or extensions of credit of the types made pursuant
to this Agreement, any other Person which would constitute a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act as
in effect on the Restatement Effective Date or other "accredited investor" (as
defined in Regulation D of the Securities Act).

"Employee Benefit Plans" shall have the meaning provided in Section
5.05.

104

"Environmental Claims" means any and all administrative, regulatory or
judicial actions, suits, demands, demand letters, directives, claims, liens,
notices of noncompliance or violation, investigations or proceedings relating in
any way to any Environmental Law or any permit issued, or any approval given,
under any such Environmental Law (hereafter, "Claims"), including, without
limitation, (a) any and all Claims by governmental or regulatory authorities for
enforcement, cleanup, removal, response, remedial or other actions or damages
pursuant to any applicable Environmental Law, and (b) any and all Claims by any
third party seeking damages, contribution, indemnification, cost recovery,
compensation or injunctive relief in connection with alleged injury or threat of
injury to health, safety or the environment due to the presence of Hazardous
Materials.

"Environmental Law" means any applicable Federal, state, foreign or
local statute, law, rule, regulation, ordinance, code, binding and
enforceable guideline, binding and enforceable written policy and rule of
common law now or hereafter in effect and in each case as amended, and any
judicial or administrative interpretation thereof, including any judicial or
administrative order, consent decree or judgment, to the extent binding on
Holdings, the Borrower or any of their respective Subsidiaries, relating to
the environment, employee health and safety or Hazardous Materials,
including, without limitation, CERCLA; RCRA; the Federal Water Pollution
Control Act, 33 U.S.C. Section 1251 et seq.; the Toxic Substances Control
Act, 15 U.S.C. Section 2601 et seq.; the Clean Air Act, 42 U.S.C. Section
7401 et seq.; the Safe Drinking Water Act, 42 U.S.C. Section 3803 et seq.;
the Oil Pollution Act of 1990, 33 U.S.C. Section 2701 et seq.; the Emergency
Planning and the Community Right-to-Know Act of 1986, 42 U.S.C. Section
11001 et seq., the Hazardous Material Transportation Act, 49 U.S.C. Section
1801 et seq. and the Occupational Safety and Health Act, 29 U.S.C. Section
651 et seq. (to the extent it regulates occupational exposure to Hazardous
Materials); and any state and local or foreign counterparts or equivalents,
in each case as amended from time to time.

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

"ERISA Affiliate" shall mean each person (as defined in Section 3(9)
of ERISA) which together with Holdings or a Subsidiary of Holdings would be
deemed to be a "single employer" within the meaning of Section 414(b), (c), (m)
or (o) of the Code.

"Eurodollar Loan" shall mean each Loan (excluding Swingline Loans)
designated as such by the Borrower at the time of the incurrence thereof or
conversion thereto.

105

"Eurodollar Rate" shall mean the sum of (i) the quotient of (a) the
rate determined by the Administrative Agent to be the rate at which deposits in
U.S. dollars are offered by BTCo to first-class banks in the London interbank
market at approximately 11:00 A.M. (London time) two Business Days prior to the
first day of the Interest Period applicable to such Eurodollar Loan, in the
approximate amount of BTCo's relevant Eurodollar Loan and having a maturity
approximately equal to the Interest Period applicable to such Eurodollar Loan
divided by (b) a percentage equal to 100% minus the then stated maximum rate of
all reserve requirements (including, without limitation, any marginal,
emergency, supplemental, special or other reserves required by applicable law)
applicable to any member bank of the Federal Reserve System in respect of
Eurocurrency funding or liabilities as defined in Regulation D (or any successor
category of liabilities under Regulation D). The Eurodollar Rate shall be
rounded to the next higher multiple of 1/100 of 1% if the rate is not such a
multiple.

"Event of Default" shall have the meaning provided in Section 10.

106

"Excess Cash Flow" shall mean, for any period, the remainder of (a)
the sum of (i) Adjusted Consolidated Net Income for such period, (ii) the
decrease, if any, in Adjusted Consolidated Working Capital from the first day to
the last day of such period, (iii) the Net Sale Proceeds of asset sales to the
extent such proceeds are excluded under Section 4.02(f) by the operation of
clause (v) thereof and (iv) any amount of permitted Capital Expenditures carried
forward into the respective period pursuant to the provisions of Section
9.07(b), to the extent such amount has lapsed and terminated during (or at the
end of) such period pursuant to the proviso to Section 9.07(b), minus (b) the
sum of (i) the amount of Capital Expenditures made by the Borrower and its
Subsidiaries on a consolidated basis during such period pursuant to and in
accordance with Section 9.07(a) (but without giving effect to any Capital
Expenditures made during such period as a result of, or pursuant to, Section
9.07(b) or to Capital Expenditures made pursuant to Section 9.07(c)), in each
case except to the extent financed with the proceeds of Indebtedness or pursuant
to Capitalized Lease Obligations or to the extent constituting a reinvestment of
Net Sale Proceeds of asset sales under Section 4.02(f)(iv), (ii) the aggregate
amount of permanent principal payments of Indebtedness for borrowed money of the
Borrower and its Subsidiaries and the permanent repayment of the principal
component of Capitalized Lease Obligations of the Borrower and its Subsidiaries
(excluding (1) payments with proceeds of asset sales, (2) payments with the
proceeds of other Indebtedness or equity and (3) payments of Loans or other
Obligations, provided that repayments of Loans shall be deducted in determining
Excess Cash Flow if such repayments were (x) required as a result of a Scheduled
Repayment under Section 4.02(b) or (c) (but not as a reduction to the amount of
Scheduled Repayments pursuant to another provision of this Agreement) or (y)
made as a voluntary prepayment pursuant to Section 4.01 with internally
generated funds (but in the case of a voluntary prepayment of Revolving Loans or
Swingline Loans, only to the extent accompanied by a voluntary reduction to the
Total Revolving Loan Commitment)) during such period; (iii) the increase, if
any, in Adjusted Consolidated Working Capital from the first day to the last day
of such period and (iv) if any amount representing permitted Capital
Expenditures is being carried forward from such period into a subsequent period
pursuant to the provisions of Section 9.07(b), the amount being so carried
forward to a subsequent period.

"Excess Cash Flow Conversion Time" shall have the meaning provided in
Section 4.02(g).

"Excess Cash Payment Date" shall mean the date occurring 90 days after
the last day of each fiscal year of Holdings (beginning with its fiscal year
ending in May 1999).

"Excess Cash Payment Period" shall mean, with respect to the repayment
required on each Excess Cash Payment Date, the immediately preceding fiscal year
of Holdings.

"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

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"Existing Indebtedness" shall have the meaning provided in Section
7.22.

"Existing Letter of Credit" shall mean the letter of credit issued by
Fleet Bank, N.A. in favor of Standard Charter Bank, SG in the amount of
$2,704,000.

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

"Federal Funds Rate" shall mean, for any day, an interest rate per
annum equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers on such day, as published for such day (or, if such day is not a
Business Day, for the immediately preceding Business Day) by the Federal Reserve
Bank of New York, or, if such rate is not so published for any day which is a
Business Day, the average of the quotations at approximately 11:00 A.M.
(New York time) on such day on such transactions received by the Administrative
Agent from three Federal funds brokers of recognized standing selected by the
Administrative Agent in its sole discretion.

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

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

"Foreign Subsidiary" shall mean each Subsidiary of the Borrower that
is incorporated or organized under the laws of any jurisdiction other than the
United States of America, any State thereof, the United States Virgin Islands or
Puerto Rico.

"GAAP" shall have the meaning provided in Section 13.07(a).

"Guaranteed Creditors" shall mean and include each of the Agents, the
Collateral Agent, the Banks and each party (other than any Credit Party) party
to an Interest Rate Protection Agreement or Other Hedging Agreement to the
extent such party constitutes a Secured Creditor under the Security Documents.

108

"Guaranteed Obligations" shall mean all obligations of the Borrower
(i) to each Bank for the full and prompt payment when due (whether at the stated
maturity, by acceleration or otherwise) of the principal and interest on each
Note issued by the Borrower to such Bank, and Loans made, under the Credit
Agreement and all reimbursement obligations and Unpaid Drawings with respect to
Letters of Credit, together with all the other obligations and liabilities
(including, without limitation, indemnities, fees and interest thereon) of the
Borrower to such Bank now existing or hereafter incurred under, arising out of
or in connection with the Credit Agreement or any other Credit Document and the
due performance and compliance with all the terms, conditions and agreements
contained in the Credit Documents by the Borrower and (ii) to each Bank and each
Affiliate of a Bank which enters into an Interest Rate Protection or Other
Hedging Agreement with the Borrower, which by its express terms are entitled to
the benefit of the Guaranty pursuant to Section 14 with the written consent of
Holdings, the full and prompt payment when due (whether by acceleration or
otherwise) of all obligations of the Borrower owing under any such Interest Rate
Protection or Other Hedging Agreement, whether now in existence or hereafter
arising, and the due performance and compliance with all terms, conditions and
agreements contained therein.

"Guarantor" shall mean Holdings and each Subsidiary Guarantor.

"Guaranty" shall mean the guaranty issued by Holdings pursuant to
Section 14 hereof, the Subsidiaries Guaranty and any other guarantee executed
and delivered by a Subsidiary of the Borrower pursuant to Section 8.12.

"Hazardous Materials" means (a) any petroleum or petroleum products,
radioactive materials, asbestos in any form that is or could become friable,
urea formaldehyde foam insulation, transformers or other equipment that contain
dielectric fluid containing levels of polychlorinated biphenyls, and radon gas;
(b) any chemicals, materials or substances defined as or included in the
definition of "hazardous substances", "hazardous waste", "hazardous materials",
"extremely hazardous substances", "restricted hazardous waste", "toxic
substances", "toxic pollutants", "contaminants", or "pollutants", or words of
similar import, under any applicable Environmental Law; and (c) any other
chemical, material or substance, exposure to which is prohibited, limited or
regulated by any governmental authority under Environmental Laws.

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

"Holdings Common Stock" shall mean common stock of Holdings.

"Holdings Junior Subordinated Debentures" shall have the meaning
provided in Section 9.04(xv).

109

"Holdings Series A Preferred Stock" shall mean shares of Holding's 12%
Series A Cumulative Compounding Preferred Stock.

"Indebtedness" shall mean, as to any Person, without duplication, (i)
all indebtedness (including principal, interest, fees and charges) of such
Person for borrowed money or for the deferred purchase price of property or
services, (ii) the maximum amount available to be drawn under all letters of
credit issued for the account of such Person and all unpaid drawings in respect
of such letters of credit, (iii) all Indebtedness of the types described in
clause (i), (ii), (iv), (v), (vi) or (vii) of this definition secured by any
Lien on any property owned by such Person, whether or not such Indebtedness has
been assumed by such Person (to the extent of the value of the respective
property), (iv) the aggregate amount required to be capitalized under leases
under which such Person is the lessee, (v) all obligations of such person to pay
a specified purchase price for goods or services, whether or not delivered or
accepted, i.e., take-or-pay and similar obligations, (vi) all Contingent
Obligations of such Person and (vii) all obligations under any Interest Rate
Protection Agreement or Other Hedging Agreement or under any similar type of
agreement.

"Initial Borrowing Date" shall mean the date occurring on or after the
Original Effective Date on which the initial Borrowing of Term Loans under the
Original Credit Agreement occurred.

"Initial Public Offering" shall mean an underwritten initial public
offering of common stock of, and by, Holdings pursuant to a registration
statement filed with the SEC in accordance with the Securities Act.

"Interest Determination Date" shall mean, with respect to any
Eurodollar Loan, the second Business Day prior to the commencement of any
Interest Period relating to such Eurodollar Loan.

"Interest Period" shall have the meaning provided in Section 1.09.

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

"Issuing Bank" shall mean the Administrative Agent and any Bank which
at the request of the Borrower and with the consent of the Administrative Agent
(which shall not be unreasonably withheld) agrees, in such Bank's sole
discretion, to become an Issuing Bank for the purpose of issuing Letters of
Credit pursuant to Section 2 (it being understood and agreed that the Issuing
Bank with respect to the Existing Letter of Credit shall be Fleet Bank, N.A.).

110

"Joint Venture" shall mean any Person in which Holdings, the
Borrower and its Subsidiaries own, directly or indirectly, more than 5% but
50% or less of the equity interests.

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

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

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

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

"Letter of Credit Outstandings" shall mean, at any time, the sum of
(i) the aggregate Stated Amount of all outstanding Letters of Credit and (ii)
the amount of all Unpaid Drawings.

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

"Level 1" shall have the meaning provided in the definition of
Applicable Margin.

"Level 4" shall have the meaning provided in the definition of
Applicable Margin.

116

"Leverage Ratio" shall mean, at any date of determination, the ratio
of Consolidated Indebtedness on such date to Consolidated EBITDA for the Test
Period last ended; provided that in the case of a Test Period ended before
the last day of the fiscal year ended in 1998, for purposes of the Leverage
Ratio only, Consolidated EBITDA for such Test Period shall be multiplied by a
fraction the numerator of which is 365 and the denominator of which is the
number of days actually elapsed during the respective Test Period.

"Lien" shall mean any mortgage, pledge, hypothecation, assignment,
deposit arrangement, encumbrance, lien (statutory or other), preference,
priority or other security agreement of any kind or nature whatsoever
(including, without limitation, any conditional sale or other title retention
agreement, any financing or similar statement or notice filed under the UCC
or any other similar recording or notice statute, and any lease having
substantially the same effect as any of the foregoing).

"Loan" shall mean each Tranche A Term Loan, each Tranche C Term
Loan, each Revolving Loan and each Swingline Loan.

"Majority Banks" of any Tranche shall mean those Non-Defaulting
Banks which would constitute the Required Banks under, and as defined in,
this Agreement if all outstanding Obligations of the other Tranches under
this Agreement were repaid in full and all Commitments with respect thereto
were terminated.

"Management Agreements" shall have the meaning provided in
Section 5.05.

"Management Investors" shall mean Xxxx X. Xxxx, Xxxxxx X. Xxxxxx and
certain other key employees of the Borrower who purchase Holdings Common
Stock and/or Holdings Preferred Stock pursuant to the Securities Purchase and
Holders Agreement.

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

"Margin Adjustment Period" shall mean each period which shall
commence on a date occurring after the first anniversary of the Initial
Borrowing Date on which the financial statements are delivered pursuant to
Section 8.01(b) or (c) for a fiscal quarter or year, as the case may be,
which ends at least one year after the Initial Borrowing Date and which
Margin Adjustment Period shall end on the earlier of (i) the date of actual
delivery of the next financial statements pursuant to Section 8.01(b) or (c)
and (ii) the latest date on which the next financial statements are required
to be delivered pursuant to Section 8.01(b) or (c).

"Margin Adjustment Test Period" shall mean, with respect to each
Margin Adjustment Period, the Test Period ended on the last day of the fiscal
quarter or year, as the case may be, for which financial statements were last
delivered or required to be delivered pursuant to Section 8.01(b) or (c).

117

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

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

"Maturity Date" shall mean, with respect to any Tranche of Loans,
the Tranche A Term Loan Maturity Date, the Tranche C Term Loan Maturity Date,
the Revolving Loan Maturity Date or the Swingline Expiry Date, as the case
may be.

"Maximum Swingline Amount" shall mean $5,000,000.

"Mortgage" shall mean and include each Original Mortgage, as amended
pursuant to the respective Mortgage Amendment, each New Mortgage, and, after
the execution and delivery thereof, each Additional Mortgage, in each case as
same may be amended, modified or supplemented from time to time.

"Mortgage Amendments" shall have the meaning provided in
Section 5.11.

"Mortgage Policies" shall mean and include each Original Mortgage
Policy, each New Mortgage Policy, and, after the execution and delivery
thereof, each mortgage insurance policy issued with respect to an Additional
Mortgaged Property.

"Mortgaged Property" shall mean and include each Original
Mortgaged Property, each New Mortgaged Property, and, after the execution and
delivery of any Additional Mortgage, shall include the respective Additional
Mortgaged Property.

"NSC" shall mean National Semiconductor Corporation, a Delaware
corporation.

118

"Net Sale Proceeds" shall mean for any sale of assets, the gross
cash proceeds (including any cash received by way of deferred payment
pursuant to a promissory note, receivable or otherwise, but only as and when
received) received from any sale of assets, net of (i) reasonable transaction
costs (including, without limitation, any underwriting, brokerage or other
customary selling commissions and reasonable legal, advisory and other fees
and expenses, including title and recording expenses, associated therewith),
(ii) payments of unassumed liabilities relating to the assets sold at the
time of, or within 90 days after, the date of such sale, (iii) the amount of
such gross cash proceeds required to be used to repay any Indebtedness (other
than Indebtedness of the Banks pursuant to this Agreement) which is secured
by the respective assets which were sold, and (iv) the estimated marginal
increase in income taxes which will be payable by Holdings' consolidated
group with respect to the fiscal year in which the sale occurs as a result of
such sale.

"New Bank" shall mean each of the Persons listed on Schedule I that
is not a Continuing Bank.

"New Mortgage Policies" shall have the meaning provided in
Section 5.11(a).

"New Mortgaged Properties" shall mean all Real Property of the
Credit Parties designated as such on Schedule III.

"New Mortgages" shall have the meaning provided in Section 5.11(a).

"Non-Continuing Bank" shall mean any Original Bank party to this
Agreement immediately prior to the Restatement Effective Date which, as a
result of the repayment in full of its outstanding Tranche B Term Loans and
the fact that such Bank does not become a Continuing Bank, ceases to be a
Bank pursuant to this Agreement immediately after the occurrence of the
Restatement Effective Date.

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

"Note" shall mean each Tranche A Term Note, each Tranche C Term
Note, each Revolving Note and the Swingline Note.

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

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

119

"Notice Office" shall mean the office of the Administrative Agent
located at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxxxx
XxXxxxxx, or such other office as the Administrative Agent may hereafter
designate in writing as such to the other parties hereto.

"Obligations" shall mean all amounts owing to any of the Agents, the
Collateral Agent or any Bank pursuant to the terms of this Agreement or any
other Credit Document.

"Offering Circular" shall mean the Offering Circular, dated March 6,
1997, prepared in connection with the Senior Subordinated Notes.

"Operating Agreements" shall mean the Technology Licensing and
Transfer Agreement, Transition Services Agreement, Xxxxxxxxx Foundry Services
Agreement, Revenue Side Letter, Xxxxxxxxx Assembly Services Agreement,
National Foundry Services Agreement, National Assembly Services Agreement,
Mil/Aero Wafer Services Agreement, Shared Facilities Agreement, Shared
Services Agreement and Shared Services and Occupancy Agreement, all of which
as defined in the Recapitalization Agreement.

"Original Banks" shall mean each Person which was a Bank under, and
as defined in, the Original Credit Agreement.

"Original Credit Agreement" shall have the meaning provided in the
first WHEREAS clause to this Agreement.

"Original Effective Date" shall mean the Effective Date under, and
as defined in, the Original Credit Agreement.

"Original Letters of Credit" shall mean the letters of credit listed
on Schedule XIII and previously issued under the Original Credit Agreement.

"Original Loans" shall mean the Original Term Loans, the Original
Revolving Loans and the Original Swingline Loans.

"Original Mortgage Policies" shall mean each mortgage insurance
policy issued with respect to an Original Mortgage under the Original Credit
Agreement.

"Original Mortgaged Properties" shall mean all Real Property of the
Credit Parties designated as such on Schedule III.

120

"Original Mortgages" shall mean all Mortgages granted by the Credit
Parties pursuant to the Original Credit Agreement and which have not been
released by the lenders thereunder prior to the Restatement Effective Date.

"Original Revolving Loans" shall mean the "Revolving Loans" under,
and as defined in, the Original Credit Agreement.

"Original Swingline Loans" shall mean the "Swingline Loans" under,
and as defined in, the Original Credit Agreement.

"Original Term Loans" shall mean the "Term Loans" under, and as
defined in, the Original Credit Agreement.

"Original Total Revolving Loan Commitment" shall mean the "Total
Revolving Loan Commitment" under, and as defined in, the Original Credit
Agreement.

"Original Tranche A Term Loans" shall mean the "Tranche A Term
Loans" under, and as defined in, the Original Credit Agreement.

"Original Tranche B Term Loans" shall mean the "Tranche B Term
Loans" under, and as defined in, the Original Credit Agreement.

"Other Hedging Agreement" shall mean any foreign exchange contracts,
currency swap agreements, commodity agreements or other similar agreements or
arrangements designed to protect against the fluctuations in currency or
commodity values.

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

"Payment Office" shall mean the office of the Administrative Agent
located at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other office
as the Administrative Agent may hereafter designate in writing as such to the
other parties hereto.

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

121

"Percentage" of any Bank at any time shall mean a fraction
(expressed as a percentage) the numerator of which is the Revolving Loan
Commitment of such Bank at such time and the denominator of which is the
Total Revolving Loan Commitment at such time, provided that if the Percentage
of any Bank is to be determined after the Total Revolving Loan Commitment has
been terminated, then the Percentages of the Banks shall be determined
immediately prior (and without giving effect) to such termination.

"Permitted Encumbrance" shall mean, with respect to any Mortgaged
Property, such exceptions to title as are set forth in the title insurance
policy or title commitment delivered with respect thereto, provided that in
the case of any Additional Mortgaged Property, all such exceptions shall also
be acceptable to the Administrative Agent in its reasonable discretion.

"Permitted Liens" shall have the meaning provided in Section 9.01.

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

"Plan" shall mean any pension plan as defined in Section 3(2) of
ERISA, which is maintained or contributed to by (or to which there is an
obligation to contribute of) Holdings or a Subsidiary of Holdings or an ERISA
Affiliate, and each such plan for the five year period immediately following
the latest date on which Holdings, or a Subsidiary of Holdings or an ERISA
Affiliate maintained, contributed to or had an obligation to contribute to
such plan.

"Pledge Agreement" shall mean the Pledge Agreement, dated as of
March 11, 1997, executed and delivered pursuant to Section 5.11 of the
Original Credit Agreement, as same may from time to time be amended, modified
or supplemented (including by the addition of certain additional Credit
Parties as parties thereto as required by Section 5.08 hereof) in accordance
with the terms thereof.

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

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

122

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

"Projections" shall mean the projections set forth on Schedule X
hereto.

"Purchase Price Note" shall mean, collectively, demand promissory
notes in the aggregate principal amount of approximately $400,960,000 issued
by the Borrower and its Subsidiaries to NSC and its Subsidiaries.

"Purchased Assets" shall mean all of the assets, properties and
rights which are primarily used in the conduct of the Business and which are
being transferred to the Borrower pursuant to Section 2.1 of the Asset
Purchase Agreement.

"Qualified Capital Stock" of any Person shall mean any capital stock
of such Person which is not Disqualified Stock; provided that in any event
the Holdings Series A Preferred Stock in the form issued on or prior to the
Initial Borrowing Date shall constitute Qualified Capital Stock.

"Qualified Public Offering" shall mean an underwritten public
offering of common stock of, and by, Holdings pursuant to a registration
statement filed with the SEC in accordance with the Securities Act, which
public equity offering results in gross proceeds to Holdings of not less than
$50,000,000; provided, however, that Holdings contributes to the common
equity of the Company the net cash proceeds from such underwritten public
offering.

"Quarterly Payment Date" shall mean the last Business Day of
February, May, August and November occurring after the Initial Borrowing Date.

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

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

123

"Recapitalization Agreement" shall mean the Agreement and Plan of
Recapitalization, dated as of January 24, 1997, between Sterling and NSC, as
in effect on the Initial Borrowing Date and as the same may be amended,
modified or supplemented from time to time pursuant to the terms hereof and
thereof.

"Recapitalization Documents" shall mean the Recapitalization
Agreement and all other documents entered into or delivered in connection
with the Recapitalization Agreement (including, without limitation, the Asset
Purchase Agreement and the Operating Agreements.

"Recapitalization Transaction" shall mean, collectively, the
transactions to occur on or prior to the Closing (as defined in the
Recapitalization Agreement) pursuant to the Recapitalization Documents,
including without limitation (x) the consummation of (i) the Asset Transfer
(as defined in the Original Credit Agreement), (ii) the Equity Contribution
(as defined in the Original Credit Agreement), (iii) the Holdings
Contribution (as defined in the Original Credit Agreement), and (iv) the
repayment in full of the Purchase Price Note and (y) the payment of all fees
and expenses to be paid on or prior to such Closing or the Initial Borrowing
Date and owing in connection with the foregoing.

"Recovery Event" shall mean the receipt by the Holdings or any of
its Subsidiaries of any cash insurance proceeds or condemnation award payable
(i) by reason of theft, loss, physical destruction or damage, condemnation
action or conveyance in lieu thereof or any other similar event with respect
to any property or assets of the Borrower or any of its Subsidiaries, (ii)
under any policy of insurance required to be maintained under Section 8.03 or
(iii) by any condemning authority (or any authority receiving a conveyance in
lieu of condemning the subject property).

"Refinancing" shall mean all repayments and refinancings of
Indebtedness under the Original Credit Agreement in connection with the
Transaction.

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

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

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

124

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

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

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

"Related Business" shall mean the business of designing, developing
and manufacturing of logic, discrete and memory semiconductors conducted by
the Borrower and its Subsidiaries (or, if the reference is to an Unrestricted
Subsidiary, by such Unrestricted Subsidiary) and any and all related
businesses in support of and ancillary to or reasonably related to such
business of designing, developing and manufacturing of logic, discrete and
memory semiconductors.

"Release" means any spilling, leaking, pumping, pouring, emitting,
emptying, discharging, injecting, escaping, leaching, dumping, disposing or
migration into the environment.

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

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

"Reportable Event" shall mean an event described in Section 4043(c)
of ERISA with respect to a Plan that is subject to Title IV of ERISA other
than those events as to which the 30-day notice period is waived under
subsection .22, .23, .25, .27 or .28 of PBGC Regulation Section 4043.

125

"Required Banks" shall mean Non-Defaulting Banks, the sum of whose
outstanding Term Loans (or, if prior to the Initial Borrowing Date, Term Loan
Commitments) and Revolving Loan Commitments (or after the termination thereof,
outstanding Revolving Loans and Adjusted Percentage of Swingline Loans and
Letter of Credit Outstandings) represent an amount greater than 50% of the sum
of all outstanding Term Loans (or, if prior to the Initial Borrowing Date, Term
Loan Commitments) of Non-Defaulting Banks and the Adjusted Total Revolving Loan
Commitment (or after the termination thereof, the sum of the then total
outstanding Revolving Loans of Non-Defaulting Banks and the aggregate Adjusted
Percentages of all Non-Defaulting Banks of the total outstanding Swingline Loans
and Letter of Credit Outstandings at such time).

"Restatement Effective Date" shall have the meaning provided in
Section 13.10.

"Returns" shall have the meaning provided in Section 7.09.

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

"Revolving Loan Commitment" shall mean, for each Bank, the amount set
forth opposite such Bank's name in Schedule I hereto directly below the column
entitled "Revolving Loan Commitment", as same may be (x) reduced from time to
time pursuant to Sections 3.02, 3.03, 4.02 and/or 10 or (y) adjusted from time
to time as a result of assignments to or from such Bank pursuant to Section 1.13
or 13.04(b).

"Revolving Loan Maturity Date" shall mean March 11, 2002.

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

"Scheduled Repayments" shall mean Tranche A Scheduled Repayments and
Tranche C Scheduled Repayments.

"SEC" shall have the meaning provided in Section 8.01(h).

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

"Secured Creditors" shall have the meaning assigned that term in the
Security Documents.

"Securities Act" shall mean the Securities Act of 1933, as amended.

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"Securities Purchase and Holders Agreement" shall mean the Securities
Purchase and Holders Agreement, dated as of March 11, 1997, among Holdings,
Sterling, NSC and the Management Investors.

"Security Agreement" shall mean the Security Agreement, dated as of
March 11, 1997, executed and delivered pursuant to Section 5.12 of the Original
Credit Agreement, as same may from time to time be amended, modified or
supplemented (including by the addition of certain additional Credit Parties as
parties thereto as required by Section 5.08 hereof) in accordance with the terms
thereof.

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

"Security Document" shall mean the Pledge Agreement, the Security
Agreement, each Mortgage (as amended by the Mortgage Amendments in the case of
the Original Mortgages) and, after the execution and delivery thereof, each
Additional Mortgage and each Additional Security Document.

"Seller Note" shall mean the promissory note issued by Holdings to NSC
in the principal amount of $77,000,000 pursuant to the Recapitalization
Agreement, which promissory note shall be in the form delivered to the Agents on
or prior to the Initial Borrowing Date (which promissory note shall be in the
form of Exhibit 1-A to the Recapitalization Agreement, with any insertions or
modifications thereto to be identified to the Agents and to be satisfactory to
them (which, in any event, shall not adversely affect the interests of the
Banks)).

"Senior Subordinated Note Documents" shall mean the Senior Subordinated
Notes, the Senior Subordinated Note Indenture and all other documents executed
and delivered with respect to the Senior Subordinated Notes or Senior
Subordinated Note Indenture.

"Senior Subordinated Note Indenture" shall mean the indenture dated as
of March 11, 1997, between the Borrower and the Senior Subordinated Note
Indenture Trustee, as in effect on the Original Effective Date and as thereafter
amended from time to time in accordance with the requirements thereof and of
this Agreement.

"Senior Subordinated Note Indenture Trustee" shall mean United States
Trust Company of New York.

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"Senior Subordinated Notes" shall mean the Borrower's 10-1/8% Senior
Subordinated Notes due 2007 issued pursuant to the Senior Subordinated Note
Indenture and any notes issued by the Borrower in exchange for, and as
contemplated by, the Senior Subordinated Notes with substantially identical
terms as the Senior Subordinated Notes.

"Shareholders' Agreements" shall have the meaning provided in
Section 5.05.

"Standby Letter of Credit" shall have the meaning provided in
Section 2.01(a).

"Start Date" shall mean, with respect to any Margin Adjustment Period,
the first day of such Margin Adjustment Period.

"Stated Amount" of each Letter of Credit shall, at any time,
mean the maximum amount available to be drawn thereunder (in each case
determined without regard to whether any conditions to drawing could then be
met).

"Sterling" shall mean Sterling Holding Company, LLC, a Delaware limited
liability company.

"Subsidiaries Guaranty" shall mean the Subsidiaries Guaranty in the
form of Exhibit G (appropriately completed), and, after the execution and
delivery thereof, as modified, supplemented or amended from time to time.

"Subsidiary" shall mean, as to any Person, (i) any corporation more
than 50% of whose stock of any class or classes having by the terms thereof
ordinary voting power to elect a majority of the directors of such corporation
(irrespective of whether or not at the time stock of any class or classes of
such corporation shall have or might have voting power by reason of the
happening of any contingency) is at the time owned by such Person and/or one or
more Subsidiaries of such Person and (ii) any partnership, association, joint
venture or other entity in which such Person and/or one or more Subsidiaries of
such Person has more than a 50% equity interest at the time. Notwithstanding the
foregoing (and except for purposes of the definition of Unrestricted Subsidiary
contained herein) an Unrestricted Subsidiary shall be deemed not to be a
Subsidiary of the Borrower or any of its other Subsidiaries for purposes of this
Agreement.

"Subsidiary Guarantor" shall mean each Subsidiary of the Borrower
designated as a "Subsidiary Guarantor" on Schedule VIII hereto or which executes
a guarantee after the Restatement Effective Date pursuant to Section 8.12.

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"Supermajority Banks" of any Tranche shall mean those Non-Defaulting
Banks which would constitute the Required Banks under, and as defined in, this
Agreement if (x) all outstanding Obligations of the other Tranches under this
Agreement were repaid in full and all Commitments with respect thereto were
terminated and (y) the percentage "50%" contained therein were changed to
"66-2/3%".

"Swingline Bank" shall mean BTCo.

"Swingline Expiry Date" shall mean the date which is two Business Days
prior to the Revolving Loan Maturity Date.

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

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

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

"Syndication Date" shall mean that date upon which the Administrative
Agent determines in its sole discretion (and notifies the Borrower) that the
primary syndication (and resultant addition of institutions as Banks pursuant to
Section 13.04) has been completed.

"Tax Sharing Agreement" shall have the meaning provided in
Section 5.05.

"Taxes" shall have the meaning provided in Section 4.04(a).

"Term Loan" shall mean each Tranche A Term Loan and the Tranche C Term
Loan.

"Term Loan Commitment" shall mean each Tranche A Term Loan Commitment
and each Tranche C Term Loan Commitment, with the Term Loan Commitment of any
Bank at any time to equal the sum of its Tranche A Term Loan Commitment and
Tranche C Term Loan Commitment as then in effect.

"Test Period" shall mean each period of four consecutive fiscal
quarters of the Borrower (or, if shorter, the period beginning on the first day
of the fiscal year beginning on, or closest to, May 26, 1997 and ending on the
last day of a fiscal quarter of the Borrower ended thereafter), in each case
taken as one accounting period, ended after the first day of the fiscal year
beginning on, or closest to, May 26, 1997.

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"Tools and Molding Expenditures" of any Person shall mean all
expenditures, other than Capital Expenditures, by such Person related to
assembly equipment components necessary for the operation of the Business
(including the Acquired Business) which, under generally accepted accounting
principles, are or will be required to be accounted for on the books of such
Person as other assets with useful lives of 1-2 years.

"Total Commitments" shall mean, at any time, the sum of the Commitments
of each of the Banks.

"Total Revolving Loan Commitment" shall mean, at any time, the sum of
the Revolving Loan Commitments of each of the Banks.

"Total Term Loan Commitment" shall mean, at any time, the sum of the
Total Tranche A Term Loan Commitment and Total Tranche C Term Loan Commitment.

"Total Tranche A Term Loan Commitment" shall mean, at any time, the sum
of the Tranche A Term Loan Commitments of each of the Banks.

"Total Tranche B Term Loan Commitment" shall mean the "Total Tranche B
Term Loan Commitment" under, and as defined in, the Original Credit Agreement.

"Total Tranche C Term Loan Commitment" shall mean, at any time, the sum
of the Tranche C Term Loan Commitments of each of the Banks.

"Total Unutilized Revolving Loan Commitment" shall mean, at any time,
an amount equal to the remainder of (x) the then Total Revolving Loan
Commitment, less (y) the sum of the aggregate principal amount of Revolving
Loans and Swingline Loans then outstanding plus the then aggregate amount of
Letter of Credit Outstandings.

"Trade Letter of Credit" shall have the meaning provided in
Section 2.01(a).

"Tranche" shall mean the respective facility and commitments utilized
in making Loans hereunder, with there being four separate Tranches, i.e.,
Tranche A Term Loans, Tranche C Term Loans, Revolving Loans and Swingline Loans.

"Tranche A Scheduled Repayment" shall have the meaning provided in
Section 4.02(b).

"Tranche A Scheduled Repayment Date" shall have the meaning provided in
Section 4.02(b).

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"Tranche A Term Loan" shall have the meaning provided in
Section 1.01(a).

"Tranche A Term Loan Commitment" shall mean, for each Bank, the amount
set forth opposite such Bank's name in Schedule I hereto directly below the
column entitled "Tranche A Term Loan Commitment", as same may be (x) reduced
from time to time pursuant to Sections 3.03 and/or 10 or (y) adjusted from time
to time as a result of assignments to or from such Bank pursuant to Section 1.13
or 13.04.

"Tranche A Term Loan Maturity Date" shall mean March 11, 2002.

"Tranche A Term Note" shall have the meaning provided in
Section 1.05(a).

"Tranche B Term Loan Commitment" shall mean the "Tranche B Term Loan
Commitment" under, and as defined in, the Original Credit Agreement.

"Tranche B Term Loans" shall mean Original Tranche B Term Loans.

"Tranche C Scheduled Repayment" shall have the meaning provided in
Section 4.02(c).

"Tranche C Scheduled Repayment Date" shall have the meaning provided in
Section 4.02(c).

"Tranche C Term Loan" shall have the meaning provided in
Section 1.01(b).

"Tranche C Term Loan Commitment" shall mean, for each Bank, the amount
set forth opposite such Bank's name in Schedule I hereto directly below the
column entitled "Tranche C Term Loan Commitment", as same may be (x) reduced
from time to time pursuant to Sections 3.03 and/or 10 or (y) adjusted from time
to time as a result of assignments to or from such Bank pursuant to Section 1.13
or 13.04(b).

"Tranche C Term Loan Maturity Date" shall mean March 11, 2003.

"Tranche C Term Note" shall have the meaning provided in Section
1.05(a).

"Transaction" shall mean, collectively, (i) the Acquisition, (ii) the
amendment and restatement of the Original Credit Agreement in the form of this
Agreement as provided herein, (iii) the incurrence of Loans hereunder on the
Restatement Effective Date and (iv) the consummation of the Refinancing.

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

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

"Unfunded Current Liability" of any Plan shall mean the amount, if any,
by which the actuarial present value of the accumulated plan benefits under the
Plan as of the close of its most recent plan year, determined in accordance with
actuarial assumptions at such time consistent with Statement of Financial
Accounting Standards No. 87, exceeds the market value of the assets allocable
thereto.

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

"Unpaid Drawing" shall have the meaning provided for in
Section 2.04(a).

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"Unrestricted Subsidiary" shall mean any Subsidiary of the Borrower
that, at the time of determination, shall be an Unrestricted Subsidiary (as
designated by the Borrower, as provided below) provided that such Subsidiary
does not and shall not engage, to any substantial extent, in any line or lines
of business activity other than a Related Business. The Borrower may designate
any Person to be an Unrestricted Subsidiary if (a) no Default or Event of
Default is existing or will occur as a consequence thereof, (b) either (x) such
Subsidiary, at the time of designation thereof, has no assets (except assets
which could be invested in such Unrestricted Subsidiary at the time of
designation as described in the immediately succeeding sentence) or (y) such
Subsidiary is designated an "Unrestricted Subsidiary" at the time of the
acquisition thereof by the Borrower, in the case of Subsidiaries acquired after
the Restatement Effective Date and (c) such Subsidiary does not own any equity
interests in, or hold any Lien on any property of, the Borrower or any other
Subsidiary (excluding other Unrestricted Subsidiaries). Any such designation
shall also be deemed to constitute an investment pursuant to Section 9.05(xi) in
an amount equal to a percentage equal to the Borrower's and its Subsidiaries'
percentage ownership interest of such Subsidiary of the sum of the net assets
(with assets other than cash and Cash Equivalents valued at fair market value)
of such Subsidiary at the time of the designation (which investment must be
permitted to be made in accordance with the requirements of Section 9.05(xi)),
unless the designation is made pursuant to clause (b)(y) of the first sentence
of this definition, in which case the amount of consideration paid by the
Borrower and its Subsidiaries to effect such acquisition shall be included as
such an investment. The Borrower may designate any Unrestricted Subsidiary to be
a Subsidiary, provided that no Default or Event of Default is existing or will
occur as a consequence thereof. Each such designation shall be evidenced by
filing with the Administrative Agent a certified copy of the resolution giving
effect to such designation and an officers' certificate of the chairman of the
board, the president, any vice president or the treasurer of the Borrower
certifying that such designation complied with the foregoing conditions.

"Unutilized Revolving Loan Commitment" with respect to any Bank, at any
time, shall mean such Bank's Revolving Loan Commitment at such time less the sum
of (i) the aggregate outstanding principal amount of Revolving Loans made by
such Bank and (ii) such Bank's Adjusted Percentage of the Letter of Credit
Outstandings in respect of Letters of Credit issued under this Agreement.

"Voting Stock" shall mean any class or classes of capital stock of
Holdings pursuant to which the holders thereof have the general voting power
under ordinary circumstances to elect at least a majority of the board of
directors of Holdings.

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

SECTION 12. The Agents

12.01 Appointment. The Banks hereby designate Bankers Trust Company as
Administrative Agent (for purposes of this Section 12, the term "Administrative
Agent" shall include Bankers Trust Company (and/or any of its affiliates) in its
capacity as Collateral Agent pursuant to the Security Documents) to act as
specified herein and in the other Credit Documents. The Banks hereby designate
Credit Suisse First Boston as Syndication Agent and Canadian Imperial Bank of
Commerce as Documentation Agent to act as specified herein and in the other
Credit Documents. Each Bank hereby irrevocably authorizes, and each holder of
any Note by the acceptance of such Note shall be deemed irrevocably to
authorize, the Agents to take such action on its behalf under the provisions of
this Agreement, the other Credit Documents and any other instruments and
agreements referred to herein or therein and to exercise such powers and to
perform such duties hereunder and thereunder as are specifically delegated to or
required of the respective Agent by the terms hereof and thereof and such other
powers as are reasonably incidental thereto. Each of the Agents may perform any
of its duties hereunder by or through its respective officers, directors,
agents, employees or affiliates.

12.02 Nature of Duties. No Agent shall have any duties or
responsibilities except those expressly set forth in this Agreement and the
Security Documents. None of the Agents nor any of their respective officers,
directors, agents, employees or affiliates shall be liable for any action taken
or omitted by it or them hereunder or under any other Credit Document or in
connection herewith or therewith, unless caused by such Person's gross
negligence or willful misconduct. The duties of each Agent shall be mechanical
and administrative in nature; no Agent shall have by reason of this Agreement or
any other Credit Document a fiduciary relationship in respect of any Bank or the
holder of any Note; and nothing in this Agreement or any other Credit Document,
expressed or implied, is intended to or shall be so construed as to impose upon
any Agent any obligations in respect of this Agreement or any other Credit
Document except as expressly set forth herein or therein.

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12.03 Lack of Reliance on the Agents. Independently and without
reliance upon any Agent, each Bank and the holder of each Note, to the extent
it deems appropriate, has made and shall continue to make (i) its own
independent investigation of the financial condition and affairs of Holdings
and its Subsidiaries in connection with the making and the continuance of the
Loans and the taking or not taking of any action in connection herewith and
(ii) its own appraisal of the creditworthiness of Holdings and its
Subsidiaries and, except as expressly provided in this Agreement, no Agent
shall have any duty or responsibility, either initially or on a continuing
basis, to provide any Bank or the holder of any Note with any credit or other
information with respect thereto, whether coming into its possession before
the making of the Loans or at any time or times thereafter. No Agent shall be
responsible to any Bank or the holder of any Note for any recitals,
statements, information, representations or warranties herein or in any
document, certificate or other writing delivered in connection herewith or
for the execution, effectiveness, genuineness, validity, enforceability,
perfection, collectability, priority or sufficiency of this Agreement or any
other Credit Document or the financial condition of Holdings and its
Subsidiaries or be required to make any inquiry concerning either the
performance or observance of any of the terms, provisions or conditions of
this Agreement or any other Credit Document, or the financial condition of
Holdings and its Subsidiaries or the existence or possible existence of any
Default or Event of Default.

12.04 Certain Rights of the Agents. If any Agent shall request
instructions from the Required Banks with respect to any act or action
(including failure to act) in connection with this Agreement or any other
Credit Document, such Agent shall be entitled to refrain from such act or
taking such action unless and until such Agent shall have received
instructions from the Required Banks; and such Agent shall not incur
liability to any Person by reason of so refraining. Without limiting the
foregoing, no Bank or the holder of any Note shall have any right of action
whatsoever against any Agent as a result of such Agent acting or refraining
from acting hereunder or under any other Credit Document in accordance with
the instructions of the Required Banks.

12.05 Reliance. Each Agent shall be entitled to rely, and shall be
fully protected in relying, upon any note, writing, resolution, notice,
statement, certificate, telex, teletype or telecopier message, cablegram,
radiogram, order or other document or telephone message signed, sent or made
by any Person that such Agent believed to be the proper Person, and, with
respect to all legal matters pertaining to this Agreement and any other
Credit Document and its duties hereunder and thereunder, upon advice of
counsel selected by such Agent.

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12.06 Indemnification. To the extent any Agent is not reimbursed and
indemnified by the Borrower the Banks will reimburse and indemnify such
Agent, in proportion to their respective "percentages" as used in determining
the Required Banks (without regard to the existence of any Defaulting Banks),
for and against any and all liabilities, obligations, losses, damages,
penalties, claims, actions, judgments, costs, expenses or disbursements of
whatsoever kind or nature which may be imposed on, asserted against or
incurred by such Agent in performing its respective duties hereunder or under
any other Credit Document, in any way relating to or arising out of this
Agreement or any other Credit Document; provided that no Bank shall be liable
for any portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements resulting from
such Agent's gross negligence or willful misconduct.

12.07 Each Agent in its Individual Capacity. With respect to its
obligation to make Loans under this Agreement, each Agent shall have the
rights and powers specified herein for a "Bank" and may exercise the same
rights and powers as though it were not performing the duties specified
herein; and the term "Banks", "Required Banks", "holders of Notes" or any
similar terms shall, unless the context clearly otherwise indicates, include
each Agent in its individual capacity. Each Agent may accept deposits from,
lend money to, and generally engage in any kind of banking, trust or other
business with any Credit Party or any Affiliate of any Credit Party as if
they were not performing the duties specified herein, and may accept fees and
other consideration from the Borrower or any other Credit Party for services
in connection with this Agreement and otherwise without having to account for
the same to the Banks.

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

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12.09 Resignation by the Agents. (a) The Administrative Agent may
resign from the performance of all its functions and duties hereunder and/or
under the other Credit Documents at any time by giving 15 Business Days'
prior written notice to the Borrower and the Banks. Such resignation shall
take effect upon the appointment of a successor Administrative Agent pursuant
to clauses (b) and (c) below or as otherwise provided below. Each other Agent
may resign from the performance of all of its functions and duties hereunder
and/or under the other Credit Documents at any time by giving notice to the
Borrower, the Administrative Agent and the Banks. Such resignation shall take
effect upon delivery of such notice.

(b) Upon any such notice of resignation by the Administrative Agent,
the Banks shall appoint a successor Administrative Agent hereunder or
thereunder which shall be a commercial bank or trust company reasonably
acceptable to the Borrower.

(c) If a successor Administrative Agent shall not have been so
appointed within such 15 Business Day period, the Administrative Agent, with
the consent of the Borrower (which shall not be unreasonably withheld or
delayed), shall then appoint a commercial bank or trust company with capital
and surplus of not less than $500,000,000 as successor Administrative Agent
which shall serve as Administrative Agent hereunder or thereunder until such
time, if any, as the Banks appoint a successor Administrative Agent as
provided above.

(d) If no successor Administrative Agent has been appointed pursuant
to clause (b) or (c) above by the 25th Business Day after the date such
notice of resignation was given by the Administrative Agent, the
Administrative Agent's resignation shall become effective and the Agents (if
one or more so agrees), or if there are no Agents or no Agent so agrees, then
the Required Banks, shall thereafter perform all the duties of the
Administrative Agent hereunder and/or under any other Credit Document until
such time, if any, as the Required Banks appoint a successor Administrative
Agent as provided above.

SECTION 13. Miscellaneous

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13.01 Payment of Expenses, etc. The Borrower shall: (i) whether or
not the transactions herein contemplated are consummated, pay all reasonable
out-of-pocket costs and expenses of the Agents (including, without
limitation, the reasonable fees and disbursements of White & Case and local
counsel) in connection with the preparation, execution and delivery of this
Agreement and the other Credit Documents and the documents and instruments
referred to herein and therein and any amendment, waiver or consent relating
hereto or thereto, of the Agents in connection with their syndication efforts
with respect to this Agreement and of the Agents and, following and during
the continuation of an Event of Default, each of the Banks in connection with
the enforcement of this Agreement and the other Credit Documents and the
documents and instruments referred to herein and therein (including, without
limitation, the reasonable fees and disbursements of counsel (including
in-house counsel) for the Agents and, following and during the continuation
of an Event of Default, for each of the Banks); (ii) pay and hold each of the
Banks harmless from and against any and all present and future stamp, excise
and other similar taxes with respect to the foregoing matters and save each
of the Banks harmless from and against any and all liabilities with respect
to or resulting from any delay or omission (other than to the extent
attributable to such Bank) to pay such taxes; and (iii) indemnify the Agents
and each Bank, and each of their respective officers, directors, trustees,
employees, representatives and agents from and hold each of them harmless
against any and all liabilities, obligations (including removal or remedial
actions), losses, damages, penalties, claims, actions, judgments, suits,
costs, expenses and disbursements (including reasonable attorneys' and
consultants' fees and disbursements) incurred by, imposed on or assessed
against any of them as a result of, or arising out of, or in any way related
to, or by reason of, (a) any investigation, litigation or other proceeding
(whether or not the Agents or any Bank is a party thereto) related to the
entering into and/or performance of this Agreement or any other Credit
Document or the use of any Letter of Credit or the proceeds of any Loans
hereunder or the consummation of any transactions contemplated herein
(including, without limitation, the Transaction), or in any other Credit
Document or the exercise of any of their rights or remedies provided herein
or in the other Credit Documents, or (b) the actual or alleged presence of
Hazardous Materials in the air, surface water or groundwater or on the
surface or subsurface of any Real Property owned or at any time operated by
Holdings or any of its Subsidiaries, the generation, storage, transportation,
handling or disposal of Hazardous Materials at any location, whether or not
owned or operated by Holdings or any of its Subsidiaries, the non-compliance
of any Real Property with foreign, federal, state and local laws,
regulations, and ordinances (including applicable permits thereunder)
applicable to any Real Property, or any Environmental Claim asserted against
Holdings, any of its Subsidiaries or any Real Property owned or at any time
operated by Holdings or any of its Subsidiaries, including, in each case,
without limitation, the reasonable fees and disbursements of counsel and
other consultants incurred in connection with any such investigation,
litigation or other proceeding (but excluding any losses, liabilities,
claims,

138

damages or expenses to the extent incurred by reason of the gross negligence
or willful misconduct of the Person to be indemnified). To the extent that
the undertaking to indemnify, pay or hold harmless the Agents or any Bank set
forth in the preceding sentence may be unenforceable because it is violative
of any law or public policy, the Borrower shall make the maximum contribution
to the payment and satisfaction of each of the indemnified liabilities which
is permissible under applicable law.

13.02 Right of Setoff. (a) In addition to any rights now or
hereafter granted under applicable law or otherwise, and not by way of
limitation of any such rights, upon the occurrence of an Event of Default,
each Bank is hereby authorized at any time or from time to time, without
presentment, demand, protest or other notice of any kind to Holdings or the
Borrower or to any other Person, any such notice being hereby expressly
waived, to set off and to appropriate and apply any and all deposits (general
or special) and any other Indebtedness at any time held or owing by such Bank
(including, without limitation, by branches and agencies of such Bank
wherever located) to or for the credit or the account of Holdings, the
Borrower or any Subsidiary Guarantor but in any event excluding assets held
in trust for any such Person against and on account of the Obligations and
liabilities of Holdings, the Borrower or such Subsidiary Guarantor, as
applicable, to such Bank under this Agreement or under any of the other
Credit Documents, including, without limitation, all interests in Obligations
purchased by such Bank pursuant to Section 13.06(b), and all other claims of
any nature or description arising out of or connected with this Agreement or
any other Credit Document, irrespective of whether or not such Bank shall
have made any demand hereunder and although said Obligations, liabilities or
claims, or any of them, shall be contingent or unmatured.

139

(b) NOTWITHSTANDING SECTION 13.02(a), AT ANY TIME THAT THE LOANS OR
ANY OTHER OBLIGATION SHALL BE SECURED BY REAL PROPERTY LOCATED IN CALIFORNIA,
NO BANK SHALL EXERCISE A RIGHT OF SETOFF, BANKER'S LIEN OR COUNTERCLAIM OR
TAKE ANY COURT OR ADMINISTRATIVE ACTION OR INSTITUTE ANY PROCEEDING TO
ENFORCE ANY PROVISIONS OF THIS AGREEMENT OR ANY NOTE THAT IS NOT TAKEN BY THE
REQUIRED BANKS OR APPROVED IN WRITING BY THE REQUIRED BANKS IF SUCH SETOFF OR
ACTION OR PROCEEDING WOULD OR MIGHT (PURSUANT TO SECTIONS 580a, 580b, 580d
AND 726 OF THE CALIFORNIA CODE OF CIVIL PROCEDURE OR SECTION 2924 OF THE
CALIFORNIA CIVIL CODE, IF APPLICABLE, OR OTHERWISE) AFFECT OR IMPAIR THE
VALIDITY, PRIORITY, OR ENFORCEABILITY OF THE LIENS GRANTED TO THE COLLATERAL
AGENT PURSUANT TO THE SECURITY DOCUMENTS OR THE ENFORCEABILITY OF THE NOTES
AND OTHER OBLIGATIONS HEREUNDER, AND ANY ATTEMPTED EXERCISE BY ANY BANK OF
ANY SUCH RIGHT WITHOUT OBTAINING SUCH CONSENT OF THE REQUIRED BANKS SHALL BE
NULL AND VOID. THIS SECTION 13.02(b) SHALL BE SOLELY FOR THE BENEFIT OF EACH
OF THE BANKS HEREUNDER.

13.03 Notices. Except as otherwise expressly provided herein, all
notices and other communications provided for hereunder shall be in writing
(including telex or telecopier communication) and mailed, telexed, telecopied
or delivered: if to Holdings, at Holdings' address specified opposite its
signature below; if to the Borrower, at the Borrower's address specified
opposite its signature below; if to any Bank, at its address specified
opposite its name on Schedule II below; and if to the Administrative Agent,
at its Notice Office; or, as to any Credit Party or any of the Agents, at
such other address as shall be designated by such party in a written notice
to the other parties hereto and, as to each Bank, at such other address as
shall be designated by such Bank in a written notice to the Borrower and the
Agents. All such notices and communications shall, when mailed, telexed,
telecopied or sent by overnight courier, be effective when deposited in the
mails or delivered to the overnight courier, prepaid and properly addressed
for delivery on such or the next Business Day, or sent by telex or
telecopier, except that notices and communications to the Agents and the
Borrower shall not be effective until received by the Agents or the Borrower,
as the case may be.

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13.04 Benefit of Agreement. (a) This Agreement shall be binding upon
and inure to the benefit of and be enforceable by the respective successors
and assigns of the parties hereto; provided, however, no Credit Party may
assign or transfer any of its rights, obligations or interest hereunder or
under any other Credit Document without the prior written consent of the
Banks and, provided further, that, although any Bank may transfer, assign or
grant participations in its rights hereunder, such Bank shall remain a "Bank"
for all purposes hereunder (and may not transfer or assign all or any portion
of its Commitments hereunder except as provided in Section 13.04(b)) and the
transferee, assignee or participant, as the case may be, shall not constitute
a "Bank" hereunder and, provided further, that no Bank shall transfer or
grant any participation under which the participant shall have rights to
approve any amendment to or waiver of this Agreement or any other Credit
Document except to the extent such amendment or waiver would (i) extend the
final scheduled maturity of any Loan, Note or Letter of Credit (unless such
Letter of Credit is not extended beyond the Revolving Loan Maturity Date) in
which such participant is participating, or reduce the rate or extend the
time of payment of interest or Fees thereon (except (x) in connection with a
waiver of applicability of any post-default increase in interest rates and
(y) that any amendment or modification to the financial definitions in this
Agreement shall not constitute a reduction in the rate of interest for
purposes of this clause (i)) or reduce the principal amount thereof, or
increase the amount of the participant's participation over the amount
thereof then in effect (it being understood that a waiver of any Default or
Event of Default or of a mandatory reduction in the Total Commitments shall
not constitute a change in the terms of such participation, and that an
increase in any Commitment or Loan shall be permitted without the consent of
any participant if the participant's participation is not increased as a
result thereof), (ii) consent to the assignment or transfer by the Borrower
of any of its rights and obligations under this Agreement or (iii) release
all or substantially all of the Collateral under all of the Security
Documents (except as expressly provided in the Credit Documents) supporting
the Loans hereunder in which such participant is participating. In the case
of any such participation, the participant shall not have any rights under
this Agreement or any of the other Credit Documents (the participant's rights
against such Bank in respect of such participation to be those set forth in
the agreement executed by such Bank in favor of the participant relating
thereto) and all amounts payable by the Borrower hereunder shall be
determined as if such Bank had not sold such participation.

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(b) Notwithstanding the foregoing, any Bank (or any Bank together
with one or more other Banks) may (x) assign all or a portion of its
Revolving Loan Commitment (and related outstanding Obligations hereunder)
and/or its outstanding Term Loans (or, if prior to the Restatement Effective
Date, Term Loan Commitment) to its (i) parent company and/or any affiliate of
such Bank which is at least 50% owned by such Bank or its parent company or
(ii) with the consent of the Administrative Agent, a Common Management Fund
or (iii) to one or more Banks or (y) assign all, or if less than all, a
portion equal to at least $5,000,000 in the aggregate for the assigning Bank
or assigning Banks, of such Revolving Loan Commitments and outstanding
principal amount of Term Loans (or, if prior to the Restatement Effective
Date, Term Loan Commitment) hereunder to one or more Eligible Transferees,
each of which assignees shall become a party to this Agreement as a Bank by
execution of an Assignment and Assumption Agreement, provided that, (i) at
such time Schedule I shall be deemed modified to reflect the Commitments
(and/or outstanding Term Loans, as the case may be) of such new Bank and of
the existing Banks, (ii) new Notes will be issued, at the Borrower's expense,
to such new Bank and to the assigning Bank upon the request of such new Bank
or assigning Bank, such new Notes to be in conformity with the requirements
of Section 1.05 (with appropriate modifications) to the extent needed to
reflect the revised Commitments (and/or outstanding Term Loans, as the case
may be), (iii) the consent of the Administrative Agent shall be required in
connection with any such assignment (which consent shall not be unreasonably
withheld) and (iv) the Administrative Agent shall receive at the time of each
such assignment, from the assigning or assignee Bank, the payment of a
non-refundable assignment fee of $3,500. To the extent of any assignment
pursuant to this Section 13.04(b), the assigning Bank shall be relieved of
its obligations hereunder with respect to its assigned Commitments (it being
understood that the indemnification provisions under this Agreement
(including, without limitation, Sections 1.10, 1.11, 2.05, 4.04, 13.01 and
13.06) shall survive as to such assigning Bank). At the time of each
assignment pursuant to this Section 13.04(b) to a Person which is not already
a Bank hereunder and which is not a United States person (as such term is
defined in Section 7701(a)(30) of the Code) for Federal income tax purposes,
the respective assignee Bank shall provide to the Borrower and the
Administrative Agent the appropriate Internal Revenue Service Forms (and, if
applicable, a Section 4.04(b)(ii) Certificate) described in Section 4.04(b).
To the extent that an assignment of all or any portion of a Bank's
Commitments and related outstanding Obligations pursuant to Section 1.13 or
this Section 13.04(b) would, at the time of such assignment, result in
increased costs under Section 1.10, 1.11 or 4.04 from those being charged by
the respective assigning Bank prior to such assignment, then the Borrower
shall not be obligated to pay such increased costs (although the Borrower
shall be obligated to pay any other increased costs of the type described
above resulting from changes after the date of the respective assignment). At
the time of any assignment pursuant to this Section 13.04(b), the assigning
Bank shall furnish notice thereof to the Administrative Agent.

142

(c) Nothing in this Agreement shall prevent or prohibit any Bank
from pledging its Loans and Notes hereunder to a Federal Reserve Bank in
support of borrowings made by such Bank from such Federal Reserve Bank and,
with the consent of the Borrower and the Administrative Agent, any Bank which
is a fund may pledge all or any portion of its Notes or Loans to a trustee
for the benefit of investors and in support of its obligation to such
investors.

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

13.06 Payments Pro Rata. (a) Except as otherwise provided in this
Agreement, the Administrative Agent agrees that promptly after its receipt of
each payment from or on behalf of the Borrower in respect of any Obligations
hereunder, it shall distribute such payment to the Banks (other than any Bank
that has consented in writing to waive its pro rata share of any such
payment) pro rata based upon their respective shares, if any, of the
Obligations with respect to which such payment was received.

143

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

(c) Notwithstanding anything to the contrary contained herein, the
provisions of the preceding Sections 13.06(a) and (b) shall be subject to the
express provisions of this Agreement which require, or permit, differing
payments to be made to Non-Defaulting Banks as opposed to Defaulting Banks.

13.07 Calculations; Computations. (a) The financial statements to be
furnished to the Banks pursuant hereto shall be made and prepared in
accordance with generally accepted accounting principles in the United States
(or the equivalent thereof in any country in which a Foreign Subsidiary is
doing business, as applicable) consistently applied throughout the periods
involved (except as set forth in the notes thereto or as otherwise disclosed
in writing by the Borrower to the Banks); provided that, except as otherwise
specifically provided herein, all computations of Excess Cash Flow and all
computations determining compliance with Sections 9.08 through 9.10,
inclusive, shall utilize accounting principles and policies in conformity
with those used to prepare the historical financial statements delivered to
the Banks for the first fiscal year of the Borrower ended after the Initial
Borrowing Date pursuant to Section 8.01(c) of the Original Credit Agreement
(which annual financial statements shall be generally consistent with the
historical financial statements delivered to the Banks pursuant to Section
7.05(a), except as regards to inter-company transactions between the Borrower
and NSC) (with the foregoing generally accepted accounting principles,
subject to the preceding proviso, herein called "GAAP"). Notwithstanding
anything to the contrary contained herein, all computations determining
compliance with Sections 9.08 through 9.10, inclusive, including definitions
used therein, shall treat Unrestricted Subsidiaries as if the same did not
exist.

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(b) All computations of interest, Commitment Commission and Fees
hereunder shall be made on the basis of a year of 360 days for the actual
number of days (including the first day but excluding the last day) occurring
in the period for which such interest, Commitment Commission or Fees are
payable.

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13.08 GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF
JURY TRIAL. (a) THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS
AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL, EXCEPT AS
OTHERWISE PROVIDED IN CERTAIN OF THE MORTGAGES, BE CONSTRUED IN ACCORDANCE
WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK. ANY LEGAL ACTION OR
PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT MAY BE
BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR
THE SOUTHERN DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS
AGREEMENT, EACH OF HOLDINGS AND THE BORROWER HEREBY IRREVOCABLY ACCEPTS FOR
ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE
JURISDICTION OF THE AFORESAID COURTS. EACH OF HOLDINGS AND THE BORROWER
HEREBY IRREVOCABLY DESIGNATES, APPOINTS AND EMPOWERS CORPORATION SERVICE
COMPANY, WITH OFFICES ON THE DATE HEREOF AT 000 XXXXXXX XXXXXX, XXXXXX, XXX
XXXX 00000 AS ITS DESIGNEE, APPOINTEE AND AGENT TO RECEIVE, ACCEPT AND
ACKNOWLEDGE FOR AND ON ITS BEHALF, AND IN RESPECT OF ITS PROPERTY, SERVICE OF
ANY AND ALL LEGAL PROCESS, SUMMONS, NOTICES AND DOCUMENTS WHICH MAY BE SERVED
IN ANY SUCH ACTION OR PROCEEDING. IF FOR ANY REASON SUCH DESIGNEE, APPOINTEE
AND AGENT SHALL CEASE TO BE AVAILABLE TO ACT AS SUCH, EACH CREDIT PARTY
AGREES TO DESIGNATE A NEW DESIGNEE, APPOINTEE AND AGENT IN THE STATE OF NEW
YORK ON THE TERMS AND FOR THE PURPOSES OF THIS PROVISION SATISFACTORY TO THE
ADMINISTRATIVE AGENT UNDER THIS AGREEMENT. EACH OF HOLDINGS AND THE BORROWER
FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE
AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF
COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO ANY
CREDIT PARTY AT ITS ADDRESS SET FORTH OPPOSITE ITS SIGNATURE BELOW, SUCH
SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL
AFFECT THE RIGHT OF THE AGENTS UNDER THIS AGREEMENT, ANY BANK OR THE HOLDER
OF ANY NOTE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO
COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY CREDIT PARTY IN
ANY OTHER JURISDICTION.

146

(b) EACH OF HOLDINGS AND THE BORROWER HEREBY IRREVOCABLY WAIVES ANY
OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF
THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH
THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT BROUGHT IN THE COURTS REFERRED TO
IN CLAUSE (a) ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO
PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT
IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

(c) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES
ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER CREDIT DOCUMENTS OR
THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

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

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13.10 Effectiveness. This Agreement shall become effective on the
date (the "Restatement Effective Date") on which (i) each of Holdings, the
Borrower, each Subsidiary Guarantor, each Continuing Bank, each New Bank, the
Required Banks (determined immediately before the occurrence of the
Restatement Effective Date), the Majority Banks holding outstanding Tranche A
Term Loans (determined immediately before the occurrence of the Restatement
Effective Date) and each Agent shall have signed a counterpart hereof
(whether the same or different counterparts) and shall have delivered the
same to the Administrative Agent or, in the case of the Banks, shall have
given to the Administrative Agent telephonic (confirmed in writing), written
or telex notice (actually received) at such office that the same has been
signed and mailed to it and (ii) the conditions contained in Sections 5 and 6
are met to the satisfaction of the Administrative Agent and the Required
Banks (determined immediately after the occurrence of the Restatement
Effective Date). Unless the Administrative Agent has received actual notice
from any Bank that the conditions contained in Sections 5 and 6 have not been
met to its satisfaction, upon the satisfaction of the condition described in
clause (i) of the immediately preceding sentence and upon the Administrative
Agent's good faith determination that the conditions described in clause (ii)
of the immediately preceding sentence have been met, then the Restatement
Effective Date shall have been deemed to have occurred, regardless of any
subsequent determination that one or more of the conditions thereto had not
been met (although the occurrence of the Restatement Effective Date shall not
release the Borrower from any liability for failure to satisfy one or more of
the applicable conditions contained in Section 5 or 6). The Administrative
Agent will give the Borrower and each Bank prompt written notice of the
occurrence of the Restatement Effective Date.

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

148

13.12 Amendment or Waiver; etc. (a) Neither this Agreement nor any
other Credit Document nor any terms hereof or thereof may be changed, waived,
discharged or terminated unless such change, waiver, discharge or termination
is in writing signed by the respective Credit Parties party thereto and the
Required Banks, provided that no such change, waiver, discharge or
termination shall, without the consent of each Bank (other than a Defaulting
Bank) (with Obligations being directly affected in the case of following
clause (i)), (i) extend the final scheduled maturity of any Loan or Note or
extend the stated maturity of any Letter of Credit beyond the Revolving Loan
Maturity Date, or reduce the rate or extend the time of payment of interest
or Fees thereon (except (x) in connection with the waiver of applicability of
any post-default increase in interest rates and (y) that any amendment or
modification to the financial definitions in this Agreement shall not
constitute a reduction in the rate of interest for purposes of this clause
(i)), or reduce the principal amount thereof (except to the extent repaid in
cash), (ii) release all or substantially all of the Collateral (except as
expressly provided in the Credit Documents) under all the Security Documents,
(iii) amend, modify or waive any provision of this Section 13.12, (iv) reduce
the percentage specified in the definition of Required Banks (it being
understood that, with the consent of the Required Banks, additional
extensions of credit pursuant to this Agreement may be included in the
determination of the Required Banks on substantially the same basis as the
extensions of Term Loans and Revolving Loan Commitments are included on the
Effective Date) or (v) consent to the assignment or transfer by the Borrower
of any of its rights and obligations under this Agreement; provided further,
that no such change, waiver, discharge or termination shall (u) increase the
Commitments of any Bank over the amount thereof then in effect without the
consent of such Bank (it being understood that waivers or modifications of
conditions precedent, covenants, Defaults or Events of Default or of a
mandatory reduction in the Total Commitments shall not constitute an increase
of the Commitment of any Bank, and that an increase in the available portion
of any Commitment of any Bank shall not constitute an increase in the
Commitment of such Bank), (v) without the consent of BTCo or, in the case of
Letters of Credit, the respective Issuing Bank, amend, modify or waive any
provision of Section 2 or alter its rights or obligations with respect to
Letters of Credit or Swingline Loans, (w) without the consent of each Agent
affected thereby, amend, modify or waive any provision of Section 12 as same
applies to such Agent or any other provision as same relates to the rights or
obligations of such Agent, (x) without the consent of the Collateral Agent,
amend, modify or waive any provision relating to the rights or obligations of
the Collateral Agent, (y) without the consent of the Majority Banks of each
Tranche which is being allocated a lesser prepayment, repayment or commitment
reduction as a result of the actions described below (or without the consent
of the Majority Banks of each Tranche in the case of an amendment to the
definition of Majority Banks), amend the definition of Majority Banks (it
being understood that, with the consent of the Required Banks, additional
extensions of credit pursuant to this Agreement may be included in the
determination of the Majority Banks on substantially the same basis as the

149

extensions of Term Loans and Revolving Loan Commitments are included on the
Effective Date) or alter the required application of any prepayments or
repayments (or commitment reductions), as between the various Tranches,
pursuant to Section 4.01 or 4.02 (excluding Sections 4.02(b) and (c))
(although (x) the Required Banks may waive, in whole or in part, any such
prepayment, repayment or commitment reduction, so long as the application, as
amongst the various Tranches, of any such prepayment, repayment or commitment
reduction which is still required to be made is not altered and (y) if
additional Tranches of Term Loans are extended after the Initial Borrowing
Date with the consent of the Required Banks as required above, such Tranches
may be included on a pro rata basis (as is originally done with the Tranche A
Term Loans and Tranche B Term Loans) in the various prepayments or repayments
required pursuant to Sections 4.01 and 4.02 (excluding Sections 4.02(b) and
(c) and any section providing Scheduled Repayments for any new Tranche of
Term Loans) or (z) without the consent of the Supermajority Banks of the
respective Tranche, reduce the amount of, or extend the date of, any
Scheduled Repayment applicable to such Tranche or, without the consent of the
Supermajority Banks of each Tranche, amend the definition of Supermajority
Banks (it being understood that, with the consent of the Required Banks,
additional extensions of credit pursuant to this Agreement may be included in
the determination of the Supermajority Banks on substantially the same basis
as the extensions of Term Loans and Revolving Loan Commitments are included
on the Effective Date).

150

(b) If, in connection with any proposed change, waiver, discharge or
termination to any of the provisions of this Agreement as contemplated by
clauses (i) through (v), inclusive, of the first proviso to Section 13.12(a),
the consent of the Required Banks is obtained but the consent of one or more
of such other Banks whose consent is required is not obtained, then the
Borrower shall have the right, so long as all non-consenting Banks whose
individual consent is required are treated as described in either clauses (A)
or (B) below, to either (A) replace each such non-consenting Bank or Banks
(or, at the option of the Borrower if the respective Bank's consent is
required with respect to less than all Tranches of Loans (or related
Commitments), to replace only the respective Tranche or Tranches of
Commitments and/or Loans of the respective non-consenting Bank which gave
rise to the need to obtain such Bank's individual consent) with one or more
Replacement Banks pursuant to Section 1.13 so long as at the time of such
replacement, each such Replacement Bank consents to the proposed change,
waiver, discharge or termination or (B) terminate such non-consenting Bank's
Revolving Loan Commitment (if such Bank's consent is required as a result of
its Revolving Loan Commitment) and/or repay each Tranche of outstanding Term
Loans of such Bank which gave rise to the need to obtain such Bank's consent,
in accordance with Sections 3.02(b) and/or 4.01(iv), provided that, unless
the Commitments are terminated, and Loans repaid, pursuant to preceding
clause (B) are immediately replaced in full at such time through the addition
of new Banks or the increase of the Commitments and/or outstanding Loans of
existing Banks (who in each case must specifically consent thereto), then in
the case of any action pursuant to preceding clause (B) the Required Banks
(determined before giving effect to the proposed action) shall specifically
consent thereto, provided further, that in any event the Borrower shall not
have the right to replace a Bank, terminate its Revolving Loan Commitment or
repay its Loans solely as a result of the exercise of such Bank's rights (and
the withholding of any required consent by such Bank) pursuant to the second
proviso to Section 13.12(a).

13.13 Survival. All indemnities set forth herein including, without
limitation, in Sections 1.10, 1.11, 2.05, 4.04, 13.01 and 13.06 shall,
subject to Section 13.15 (to the extent applicable), survive the execution,
delivery and termination of this Agreement and the Notes and the making and
repayment of the Loans.

13.14 Domicile of Loans. Each Bank may transfer and carry its Loans
at, to or for the account of any office, Subsidiary or Affiliate of such
Bank. Notwithstanding anything to the contrary contained herein, to the
extent that a transfer of Loans pursuant to this Section 13.14 would, at the
time of such transfer, result in increased costs under Section 1.10, 1.11,
2.05 or 4.04 from those being charged by the respective Bank prior to such
transfer, then the Borrower shall not be obligated to pay such increased
costs (although the Borrower shall be obligated to pay any other increased
costs of the type described above resulting from changes after the date of
the respective transfer).

151

13.15 Limitation on Additional Amounts, etc. Notwithstanding
anything to the contrary contained in Sections 1.10, 1.11, 2.05 or 4.04 of
this Agreement, unless a Bank gives notice to the Borrower that it is
obligated to pay an amount under any such Section within one year after the
later of (x) the date the Bank incurs the respective increased costs, Taxes,
loss, expense or liability, reduction in amounts received or receivable or
reduction in return on capital or (y) the date such Bank has actual knowledge
of its incurrence of the respective increased costs, Taxes, loss, expense or
liability, reductions in amounts received or receivable or reduction in
return on capital, then such Bank shall only be entitled to be compensated
for such amount by the Borrower pursuant to said Section 1.10, 1.11, 2.05 or
4.04, as the case may be, to the extent the costs, Taxes, loss, expense or
liability, reduction in amounts received or receivable or reduction in return
on capital are incurred or suffered on or after the date which occurs one
year prior to such Bank giving notice to the Borrower that it is obligated to
pay the respective amounts pursuant to said Section 1.10, 1.11, 2.05 or 4.04,
as the case may be. This Section 13.15 shall have no applicability to any
Section of this Agreement other than said Sections 1.10, 1.11, 2.05 and 4.04.

13.16 Confidentiality. (a) Subject to the provisions of clause (b)
of this Section 13.16, each Bank agrees that it will use its best efforts not
to disclose without the prior consent of Holdings or the Borrower (other than
to its Affiliates, employees, auditors, advisors or counsel or to another
Bank if the Bank or such Bank's holding or parent company or board of
trustees in its sole discretion determines that any such party should have
access to such information, provided such Persons shall be subject to the
provisions of this Section 13.16 to the same extent as such Bank) any
information with respect to Holdings or any of its Subsidiaries which is now
or in the future furnished pursuant to this Agreement or any other Credit
Document and which is designated by Holdings to the Banks in writing as
confidential, provided that any Bank may disclose any such information (a) as
has become generally available to the public other than by virtue of a breach
of this Section 13.16(a) by the respective Bank, (b) as may be required or
appropriate in any report, statement or testimony submitted to any municipal,
state or Federal regulatory body having or claiming to have jurisdiction over
such Bank or to the Federal Reserve Board or the Federal Deposit Insurance
Corporation or similar organizations (whether in the United States or
elsewhere) or their successors, (c) as may be required or appropriate in
respect to any summons or subpoena or in connection with any litigation, (d)
in order to comply with any law, order, regulation or ruling applicable to
such Bank, (e) to the Agents or the Collateral Agent and (f) to any
prospective or actual transferee or participant in connection with any
contemplated transfer or participation of any of the Notes or Commitments or
any interest therein by such Bank, provided that such prospective transferee
agrees to be bound by the confidentiality provisions contained in this
Section 13.16.

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(b) Each of Holdings and the Borrower hereby acknowledges and agrees
that each Bank may share with any of its affiliates any information related
to Holdings or any of its Subsidiaries (including, without limitation, any
nonpublic customer information regarding the creditworthiness of Holdings and
its Subsidiaries, provided such Persons shall be subject to the provisions of
this Section 13.16 to the same extent as such Bank).

13.17 Register. The Borrower hereby designates the Administrative
Agent to serve as the Borrower's agent, solely for purposes of this Section
13.17, to maintain a register (the "Register") on which it will record the
name and address of each of the Banks, the Commitments from time to time of
each of the Banks, the Loans made by each of the Banks and each repayment in
respect of the principal amount of the Loans of each Bank. Failure to make
any such recordation, or any error in such recordation shall not affect the
Borrower's obligations in respect of such Loans. With respect to any Bank,
the transfer of the Commitments of such Bank and the rights to the principal
of, and interest on, any Loan made pursuant to such Commitments shall not be
effective until such transfer is recorded on the Register maintained by the
Administrative Agent with respect to ownership of such Commitments and Loans
and prior to such recordation all amounts owing to the transferor with
respect to such Commitments and Loans shall remain owing to the transferor.
The registration of assignment or transfer of all or part of any Commitments
and Loans shall be recorded by the Administrative Agent on the Register only
upon the acceptance by the Administrative Agent of a properly executed and
delivered Assignment and Assumption Agreement pursuant to Section 13.04(b).
Coincident with the delivery of such an Assignment and Assumption Agreement
to the Administrative Agent for acceptance and registration of assignment or
transfer of all or part of a Loan, or as soon thereafter as practicable, the
assigning or transferor Bank shall surrender the Note evidencing such Loan,
and thereupon one or more new Notes in the same aggregate principal amount
shall be issued to the assigning or transferor Bank and/or the new Bank. The
Borrower agrees to indemnify the Administrative Agent from and against any
and all losses, claims, damages and liabilities of whatsoever nature which
may be imposed on, asserted against or incurred by the Administrative Agent
in performing its duties under this Section 13.17.

13.18 Certain Prior Documents. Upon execution of this Agreement, all
rights and obligations of the Agents and Citicorp Venture Capital Ltd. under
the commitment letter and related documents attached as Exhibit 4.7B to the
Recapitalization Agreement are terminated; provided that all obligations set
forth in the fee letter related thereto are hereby expressly assumed by the
Borrower, and, as so assumed, shall continue in full force and effect.

153

13.19 Certain Provisions Regarding Original Banks, Including As
Holders of Tranche B Term Loans. Notwithstanding anything to the contrary
contained in this Agreement, it is understood and agreed that, with respect
to each Non-Continuing Bank, although such Non-Continuing Bank shall cease to
constitute a Bank pursuant to this Agreement (on a prospective basis) on the
Restatement Effective Date, all indemnities contained in the Original Credit
Agreement shall continue to apply to such Non-Continuing Bank, and shall be
deemed incorporated herein by reference. Furthermore, upon the repayment of
the amounts owing in respect of the Tranche B Term Loans on the Restatement
Effective Date as required by this Agreement, if any amount so paid is
subsequently required to be disgorged or returned by the respective Original
Bank (or its successors and assigns), then the respective Person shall be
deemed to have a claim pursuant to this Agreement against the Borrower for
any such amounts. Furthermore, each Original Bank holding Tranche B Term
Loans immediately prior to the occurrence of the Restatement Effective Date
shall retain a claim against the Borrower pursuant to this Agreement for all
amounts which should have been paid to it in respect of its Tranche B Term
Loans on the Restatement Effective Date (including breakage and other similar
costs, and any amounts owing pursuant to indemnity provisions), except to the
extent such amounts are actually paid on the Restatement Effective Date (and
to the extent so paid, same shall remain subject to the provisions of the
immediately preceding sentence). To the extent any amounts are owing by the
Borrower to any Original Bank as contemplated by this Section 13.19, such
amounts shall be deemed to constitute Obligations pursuant to this Agreement,
which shall be fully entitled to the benefits of (and shall be fully
guaranteed and secured pursuant to) the Guaranties and Security Documents.

13.20 Addition of New Banks; Obligation to Pay Certain Amounts Owing
Pursuant to the Original Credit Agreement; Termination of Commitments of
Non-Continuing Banks: etc. (a) On and as of the occurrence of the
Restatement Effective Date in accordance with Section 13.10, each New Bank
shall become a "Bank" under, and for all purposes of, this Agreement and the
other Credit Documents.

(b) By their execution and delivery hereof, the Borrower, the
Required Banks (determined immediately before the occurrence of the
Restatement Effective Date) and the Majority Banks holding outstanding
Tranche A Term Loans (determined immediately before the occurrence of the
Restatement Effective Date) consent to the voluntary repayment by the
Borrower of all outstanding Original Tranche B Term Loans, certain Revolving
Loans (as contemplated by the last sentence of Section 1.01(c)) and certain
other Obligations owing to the Original Banks as required by Section 5.18.

154

13.21 Acknoledgement and Agreement of Credit Parties. Each of the
Credit Parties, by executing and delivering a counterpart of this Agreement,
hereby consents to the increased extensions of credit pursuant to this Agreement
which will be made available as a result of the amendment and restatement hereof
on the Restatement Effective Date. All such extensions of credit, as well as the
extensions of credit pursuant to the Original Credit Agreement (and also as
contemplated by preceding Section 13.19) shall be entitled to all benefits of
(and shall be fully guaranteed pursuant to) each of the Guaranties and shall be
fully secured pursuant to, and in accordance with the terms of, the various
Security Documents.

13.22 Post-Closing Actions. Notwithstanding anything to the contrary
contained in this Agreement or the other Credit Documents, the parties hereto
acknowledge and agree that:

(a) New Mortgages; Title Insurance; Surveys; Opinions; etc. The
Borrower shall, within 30 days after the Restatement Effective Date, deliver to
the Collateral Agent:

(i) fully executed counterparts of mortgages or deeds to
secure debt in each case substantially in the form of the Original
Mortgages delivered to the Administrative Agent on the Original
Effective Date or in such other form and substance as is reasonably
satisfactory to the Agents (each, a "New Mortgage" and,
collectively,the "New Mortgages"), which New Mortgages shall cover such
of the Real Property owned or leased by the Borrower or any Domestic
Subsidiary (after giving effect to the occurrence of the Restatement
Effective Date) as shall be designated as such on Schedule III and is
not subject to any Original Mortgage (each, a "New Mortgaged Property"
and, collectively, the "New Mortgaged Properties"), together with
evidence that counterparts of the New Mortgages have been delivered to
the title insurance company insuring the Lien of the New Mortgages for
recording in all places to the extent necessary or, in the reasonable
opinion of the Collateral Agent, desirable to effectively create a
valid and enforceable first priority mortgage lien, subject only to
Permitted Encumbrances, on each New Mortgaged Property in favor of the
Collateral Agent (or such other trustee as may be required or desired
under local law) for the benefit of the Secured Creditors;

155

(ii) mortgagee title insurance policies on each New Mortgaged
Property issued by, with respect to the Borrower's Real Property
located in Mountain View, California, Xxxxxxx Title of California,
Inc., or such other title insurers reasonably satisfactory to the
Collateral Agent (each, a "New Mortgage Policy" and, collectively, the
"New Mortgage Policies") in amounts satisfactory to the Agent and the
Required Banks assuring the Collateral Agent that the New Mortgages on
such New Mortgaged Properties are valid and enforceable first priority
mortgage liens on the respective New Mortgaged Properties, free and
clear of all defects and encumbrances except Permitted Encumbrances and
such New Mortgage Policies shall otherwise be in form and substance
reasonably satisfactory to the Agents and the Required Banks and shall
include, as appropriate, an endorsement for future advances under this
Agreement and the Notes and for any other matter that the Collateral
Agent in its reasonable discretion may reasonably request, shall not
include an exception for mechanics' liens, and shall provide for
affirmative insurance and such reinsurance as the Collateral Agent in
its discretion may reasonably request;

(iii) copies of appraisals prepared for tax allocation
purposes for each New Mortgaged Property, which appraisals shall be
prepared by appraisers reasonably satisfactory to the Collateral Agent,
shall value the buildings on a depreciated cost basis and on a
continuing use basis and shall otherwise be in form and substance
reasonably satisfactory to each Agent and the Required Banks; and

(iv) opinions from local counsel satisfactory to the Agents,
each of which (x) shall be addressed to each of the Agents and each of
the Banks, (y) shall be in form and substance satisfactory to the
Agents and the Required Banks, and (z) shall cover the perfection of
the security interests granted pursuant to the Security Agreement and
the New Mortgages and such other matters incident to the transactions
contemplated herein as the Agents may reasonably request.

(b) Landlord Consents. The Borrower agrees to use reasonable good faith
efforts to obtain any necessary landlord consents with respect to any Leasehold,
provided, however, the Borrower shall not be required to comply with the
provisions of Section 13.22(a) to the extent the Borrower, after using
reasonable good faith efforts, shall fail to so obtain any such landlord
consent.

156

All conditions precedent and representations contained in this
Agreement and the other Credit Documents shall be deemed modified to the extent
necessary to effect the foregoing (and to permit the taking of the actions
described above within the time period required above, rather than as elsewhere
provided in the Credit Documents); provided, that (x) to the extent any
representation and warranty would not be true because the foregoing actions were
not taken on the Restatement Effective Date, the respective representation and
warranty shall be required to be true and correct in all material respects at
the time the respective action is taken (or was required to be taken) in
accordance with the foregoing provisions of Section 13.22 and (y) all
representations and warranties relating to the Security Documents shall be
required to be true immediately after the actions required to be taken by
Section 13.22 have been taken (or were required to be taken). The acceptance of
the benefits of each Credit Event shall constitute a representation, warranty
and covenant by the Borrower to each of the Banks that the actions required
pursuant to this Section 13.22 will be taken within the relevant time period
referred to in this Section 13.22 and that, at such time, all representations
and warranties contained in this Agreement and the other Credit Documents shall
then be true and correct without any modification pursuant to this Section
13.22.

SECTION 14. Holdings Guaranty

14.01 The Holdings Guaranty. In order to induce the Agents and the
Banks to enter into this Agreement and to extend credit hereunder, to induce
Banks or any of their respective Affiliates to enter into the Interest Rate
Protection Agreements or other Hedging Agreements, and in recognition of the
direct benefits to be received by Holdings from the proceeds of the Loans, the
issuance of the Letters of Credit, and the entering into of Interest Rate
Protection Agreements or Other Hedging Agreements, Holdings hereby agrees with
the Guaranteed Creditors as follows:

157

(a) Holdings hereby unconditionally and irrevocably guarantees as
primary obligor and not merely as surety the full and prompt payment when
due, whether upon maturity, acceleration or otherwise, of any and all of the
Guaranteed Obligations of the Borrower to the Guaranteed Creditors. If any or
all of the Guaranteed Obligations of the Borrower to the Guaranteed Creditors
becomes due and payable hereunder, Holdings irrevocably and unconditionally
promises to pay such indebtedness to the Guaranteed Creditors, or order, on
demand, together with any and all expenses which may be incurred by the
Guaranteed Creditors in collecting any of the Guaranteed Obligations. If
claim is ever made upon any Guaranteed Creditor for repayment or recovery of
any amount or amounts received in payment or on account of any of the
Guaranteed Obligations and any of the aforesaid payees repays all or part of
said amount by reason of (i) any judgment, decree or order of any court or
administrative body having jurisdiction over such payee or any of its
property or (ii) any settlement or compromise of any such claim effected by
such payee with any such claimant (including the Borrower), then and in such
event Holdings agrees that any such judgment, decree, order, settlement or
compromise shall be binding upon Holdings, notwithstanding any revocation of
this Holdings Guaranty or other instrument evidencing any liability of the
Borrower, and Holdings shall be and remain liable to the aforesaid payees
hereunder for the amount so repaid or recovered to the same extent as if such
amount had never originally been received by any such payee.

(b) Holdings hereby acknowledges and affirms that it understands
that to the extent the Guaranteed Obligations are secured by real property
located in the State of California, Holdings shall be liable for the full
amount of the liability hereunder notwithstanding foreclosure on such real
property by trustee sale or any other reason impairing Holdings' or any
secured creditor's right to proceed against the Borrower or any other
guarantor of the Guaranteed Obligations.

(c) Holdings hereby waives, to the fullest extent permitted by
applicable law, all rights and benefits under Sections 580a, 580b, 580d and
726 of the California Code of Civil Procedure. Holdings hereby further
waives, to the fullest extent permitted by applicable law, without limiting
the generality of the foregoing or any other provision hereof, all rights and
benefits which might otherwise be available to Holdings under Sections 2809,
2810, 2815, 2819, 2821, 2839, 2845, 2848, 2849, 2850, 2899 and 3433 of the
California Civil Code.

158

(d) Holdings waives its rights of subrogation and reimbursement and
any other rights and defenses available to Holdings by reason of Sections
2787 to 2855, inclusive, of the California Civil Code, including, without
limitation, (1) any defenses Holdings may have to this guaranty being issued
pursuant to this Section 14 by reason of an election of remedies by the
Guaranteed Creditors and (2) any rights or defenses Holdings may have by
reason of protection afforded to the Borrower pursuant to the antideficiency
or other laws of California limiting or discharging the Borrower's
indebtedness, including, without limitation, Section 580a, 580b, 580d or 726
of the California Code of Civil Procedure. In furtherance of such provisions,
Holdings hereby waives all rights and defenses arising out of an election of
remedies by the Guaranteed Creditors, even though such election of remedies
(such as a nonjudicial foreclosure) destroys Holdings' rights of subrogation
and reimbursement against the Borrower by the operation of Section 580d of
the California Code of Civil Procedure or otherwise.

Holdings warrants and agrees that each of the waivers set forth above
is made with full knowledge of its significance and consequences and that if any
of such waivers are determined to be contrary to any applicable law or public
policy, such waivers shall be effective only to the maximum extent permitted by
law.

14.02 Bankruptcy. Additionally, Holdings unconditionally and
irrevocably guarantees the payment of any and all of the Guaranteed Obligations
of the Borrower to the Guaranteed Creditors whether or not due or payable by the
Borrower upon the occurrence of an Event of Default under any of the events
specified in Section 10.05, and unconditionally promises to pay such
indebtedness to the Guaranteed Creditors, or order, on demand, in lawful money
of the United States.

159

14.03 Nature of Liability. The liability of Holdings hereunder is
exclusive and independent of any security for or other guaranty of the
Guaranteed Obligations of the Borrower whether executed by Holdings, any other
guarantor or by any other party, and the liability of Holdings hereunder is not
affected or impaired by (a) any direction as to application of payment by the
Borrower or by any other party, or (b) any other continuing or other guaranty,
undertaking or maximum liability of a guarantor or of any other party as to the
Guaranteed Obligations of the Borrower, or (c) any payment on or in reduction of
any such other guaranty or undertaking, or (d) any dissolution, termination or
increase, decrease or change in personnel by the Borrower, or (e) any payment
made to any Guaranteed Creditor on the Guaranteed Obligations which any such
Guaranteed Creditor repays to the Borrower pursuant to court order in any
bankruptcy, reorganization, arrangement, moratorium or other debtor relief
proceeding, and Holdings waives any right to the deferral or modification of its
obligations hereunder by reason of any such proceeding.

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

14.05 Authorization. Holdings authorizes the Guaranteed Creditors
without notice or demand (except as shall be required by applicable statute and
cannot be waived), and without affecting or impairing its liability hereunder,
from time to time to:

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

160

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

(c) exercise or refrain from exercising any rights against the
Borrower, any other Credit Party or others or otherwise act or refrain from
acting;

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

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

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

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

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

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

161

14.07 Subordination. Any of the indebtedness of the Borrower now or
hereafter owing to Holdings is hereby subordinated to the Guaranteed Obligations
of the Borrower owing to the Guaranteed Creditors; and if the Administrative
Agent so requests at a time when an Event of Default exists, all such
indebtedness of the Borrower to Holdings shall be collected, enforced and
received by Holdings for the benefit of the Guaranteed Creditors and be paid
over to the Administrative Agent on behalf of the Guaranteed Creditors on
account of the Guaranteed Obligations of the Borrower to the Guaranteed
Creditors, but without affecting or impairing in any manner the liability of
Holdings under the other provisions of this Holdings Guaranty. Prior to the
transfer by Holdings of any note or negotiable instrument evidencing any of the
indebtedness of the Borrower to Holdings, Holdings shall xxxx such note or
negotiable instrument with a legend that the same is subject to this
subordination. Without limiting the generality of the foregoing, Holdings hereby
agrees with the Guaranteed Creditors that it will not exercise any right of
subrogation which it may at any time otherwise have as a result of this Holdings
Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or
otherwise) until all Guaranteed Obligations have been irrevocably paid in full
in cash.

14.08 Waiver. (a) Holdings waives any right (except as shall be
required by applicable statute and cannot be waived) to require any Guaranteed
Creditor to (i) proceed against the Borrower, any other guarantor or any other
party, (ii) proceed against or exhaust any security held from the Borrower, any
other guarantor or any other party or (iii) pursue any other remedy in any
Guaranteed Creditor's power whatsoever. Holdings waives any defense based on or
arising out of any defense of the Borrower, any other guarantor or any other
party, other than payment in full of the Guaranteed Obligations, based on or
arising out of the disability of the Borrower, any other guarantor or any other
party, or the validity, legality or unenforceability of the Guaranteed
Obligations or any part thereof from any cause, or the cessation from any cause
of the liability of the Borrower other than payment in full of the Guaranteed
Obligations. The Guaranteed Creditors may, at their election, foreclose on any
security held by any Agent, the Collateral Agent or any other Guaranteed
Creditor by one or more judicial or nonjudicial sales, whether or not every
aspect of any such sale is commercially reasonable (to the extent such sale is
permitted by applicable law), or exercise any other right or remedy the
Guaranteed Creditors may have against the Borrower or any other party, or any
security, without affecting or impairing in any way the liability of Holdings
hereunder except to the extent the Guaranteed Obligations have been paid.
Holdings waives any defense arising out of any such election by the Guaranteed
Creditors, even though such election operates to impair or extinguish any right
of reimbursement or subrogation or other right or remedy of Holdings against the
Borrower or any other party or any security.

162

(b) Holdings waives all presentments, demands for performance, protests
and notices, including, without limitation, notices of nonperformance, notices
of protest, notices of dishonor, notices of acceptance of this Holdings
Guaranty, and notices of the existence, creation or incurring of new or
additional Guaranteed Obligations. Holdings assumes all responsibility for being
and keeping itself informed of the Borrower's financial condition and assets,
and of all other circumstances bearing upon the risk of nonpayment of the
Guaranteed Obligations and the nature, scope and extent of the risks which
Holdings assumes and incurs hereunder, and agrees that neither the Agents nor
any Bank shall have any duty to advise Holdings of information known to them
regarding such circumstances or risks.

14.09 Maximum Liability. It is the desire and intent of Holdings and
the Guaranteed Creditors that this Holdings Guaranty shall be enforced against
Holdings to the fullest extent permissible under the laws and public policies
applied in each jurisdiction in which enforcement is sought. If, however, and to
the extent that, the obligations of Holdings under this Holdings Guaranty shall
be adjudicated to be invalid or unenforceable for any reason (including, without
limitation, because of any applicable state or federal law relating to
fraudulent conveyances or transfers), then the amount of the Guaranteed
Obligations of Holdings shall be deemed to be reduced and Holdings shall pay the
maximum amount of the Guaranteed Obligations which would be permissible under
applicable law.

* * *

163

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

Addresses:

000 Xxxxxxx Xxxxxx FSC SEMICONDUCTOR CORPORATION
Xxxxx Xxxxxxxx, XX 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
Attention: Xxx Xxxxx By
-----------------------
Name:
Title:

000 Xxxxxxx Xxxxxx XXXXXXXXX XXXXXXXXXXXXX
Xxxxx Xxxxxxxx, XX 00000 CORPORATION
Tel: (000) 000-0000
Fax: (000) 000-0000
Attention: Xxx Xxxxx
By
--------------------------
Name:
Title:

BANKERS TRUST COMPANY,
Individually and as Administrative Agent

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

CREDIT SUISSE FIRST BOSTON,
Individually and as Syndication Agent

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

CANADIAN IMPERIAL BANK OF COMMERCE,
Individually and as Documentation Agent

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

ABN AMRO BANK, N.V.

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

BANKBOSTON, N.A.

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

THE BANK OF NOVA SCOTIA

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

BANK OF SCOTLAND

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

BANK OF TOKYO-MITSUBISHI

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

AMARA-1 FINANCE LTD.

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

CORESTATES BANK, N.A.

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

DRESDNER BANK AG, New York Branch and
Grand Cayman Branch

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

DRESDNER BANK AG, New York Branch and
Grand Cayman Branch

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

FIRST SOURCE FINANCIAL LLP
By First Source Financial, Inc.,
its Agent/Manager

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

FLEET NATIONAL BANK

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

THE FUJI BANK, LIMITED
NEW YORK BRANCH

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

GENERAL ELECTRIC
CAPITAL CORPORATION

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

XXXXXXX XXXXX SENIOR
FLOATING RATE
FUND, INC.

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

THE MITSUBISHI TRUST & BANKING
CORPORATION,
LOS ANGELES AGENCY

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

NATEXIS BANQUE BFCE

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

PILGRIM AMERICA PRIME RATE TRUST

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

PNC BANK, NATIONAL ASSOCIATION

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

PRIME INCOME TRUST

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

XXX XXXXXX AMERICAN CAPITAL PRIME
RATE INCOME TRUST

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

ACKNOWLEDGEMENT AND AGREEMENT

Each of the undersigned, each being a Subsidiary Guarantor on the
Restatement Effective Date (including each Subsidiary of the Borrower which
was a Subsidiary Guarantor immediately before the Restatement Effective Date
and each Subsidiary of the Borrower which becomes a Subsidiary Guarantor on
the Restatement Effective Date) hereby acknowledges and agrees to the
provisions of the foregoing Amended and Restated Credit Agreement (including,
without limitation, Sections 13.19 and 13.21 thereof), and hereby agrees for
the benefit of the Banks that all extensions of credit pursuant thereto
(including the increased extensions of credit made as a result of the
occurrence of the Restatement Effective Date and all other obligations
pursuant to the Amended and Restated Credit Agreement), shall be fully
entitled to the benefits of (and shall be fully guaranteed and secured
pursuant to the provisions of) all Guaranties and Security Documents.

XXXXXXXXX SEMICONDUCTOR CORPORATION
OF CALIFORNIA

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

SCHEDULE I

COMMITMENTS AND OUTSTANDING PRINCIPAL AMOUNT
OF TRANCHE A TERM LOANS, AS AT DECEMBER 31, 1997

Outstanding Tranche C Term Revolving
Bank Principal Amount Loan Commitment Loan Commitment
of Tranche A --------------- ---------------
Term Loans
----------

Bankers Trust Company $4,800,000 $37,875,000 $10,699,999.34
Credit Suisse First Boston $4,800,000 -- $10,700,000.33
Canadian Imperial Bank of $4,800,000 -- $10,700,000.33
Commerce
PNC Bank, National Association $4,500,000 -- $7,000,000
Fleet National Bank $4,500,000 -- $10,400,000
The Fuji Bank, Limited $4,500,000 -- $10,000,000
New York Branch
Bank of Scotland $3,600,000 -- $7,200,000
ABN AMRO Bank, N.V. $3,600,000 -- $7,200,000
First Source Financial LLP $3,600,000 -- $4,000,000
Corestates Bank, N.A. $3,600,000 -- $8,300,000
Bank of Tokyo-Mitsubishi $3,600,000 -- $6,000,000
The Bank of Nova Scotia $3,600,000 -- $6,000,000
BankBoston, N.A. $3,600,000 -- $8,300,000
General Electric Capital $3,600,000 -- $4,000,000
Corporation
Natexis Banque BFCE $3,600,000 -- $4,000,000
The Mitsubishi Trust & Banking $3,600,000 -- $7,200,000
Corporation, Los Angeles Agency
Dresdner Bank AG, New York $3,600,000 -- $8,300,000
Branch and Grand Cayman Branch
Xxx Xxxxxx American Capital Prim -- $17,375,000 --
Rate Income Trust

SCHEDULE I
Page 2

Outstanding Tranche C Term Revolving
Bank Principal Amount Loan Commitment Loan Commitment
---- of Tranche A --------------- ---------------
Term Loans
----------

Prime Income Trust -- $17,375,000 --
Xxxxxxx Xxxxx Senior Floating Rate -- $17,375,000 --
Fund, Inc.
Totals $67,500,000 $90,000,000 $130,000,000

SCHEDULE II

BANK ADDRESSES

Bankers Trust Company 000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Telephone No.: (000) 000-0000
Telecopier No.: (000) 000-0000
Attention: Xxxxxxx XxXxxxxx

Credit Suisse First Boston 00 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Telephone No.: (000) 000-0000
Telecopier No.: (000) 000-0000
Attention: Xxxxx X. Xxxxxx

Canadian Imperial 000 Xxxxxxxxx Xxxxxx
Xxxx xx Xxxxxxxx Xxx Xxxx, XX 00000
Telephone No.: (000) 000-0000
Telecopier No.: (000) 000-0000
Attention: Xxxxxxx Xxxxxx

ABN AMRO Bank, N.V. Xxx Xxxx Xxxxxx Xxxxxx
00xx Xxxxx
Xxxxxx, XX 00000
Telephone No.: (000) 000-0000
Telecopier No.: (000) 000-0000
Attention: Xxxxx Xxxxxx

Amara-1 Finance Ltd. c/o Chancellor Senior Secured Management
1166 Avenue of the Xxxxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Telephone No.: (000) 000-0000
Telecopier No.: (000) 000-0000
Attention: Reg Xxxxxxx

SCHEDULE II
Page 2

BankBoston, N.A. 000 Xxxxxxx Xxxxxx
Xxxx Xxxxxxxxxx Division
Mail Stop: 01-08-06
Xxxxxx, XX 00000
Telephone No.: (000) 000-0000
Telecopier No.: (000) 000-0000
Attention: Xxxxxx Xxxx

The Bank of Nova Scotia 000 Xxxxxxx Xxxxxx
00xx Xxxxx
Xxxxxx, XX 00000
Telephone No.: (000) 000-0000
Telecopier No.: (000) 000-0000
Attention: Xxxxx Xxxxx

Bank of Scotland 1 Xxxx Xxxxxx Xxxxxx
Xxx. 0000
Xxxxxx, XX 00000
Telephone No.: (000) 000-0000
Telecopier No.: (000) 000-0000
Attention: Xxxx Xxxxxx

with a copy to:

000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Telephone No.: (000) 000-0000
Telecopier No.: (000) 000-0000
Attention: Xxxxx Xxxx-Tat

Bank of Tokyo-Mitsubishi 0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Telephone No.: (000) 000-0000
Telecopier No.: (000) 000-0000
Attention: Xxxx Xxxxxxxx

SCHEDULE II
Page 3

Corestates Bank, N.A. 0000 Xxxxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Telephone No.: (000) 000-0000
Telecopier No.: (000) 000-0000
Attention: Xxxx X. Xxxxxx

Dresdner Bank AG, New York 000 Xxxxx Xxxxx Xxxxxx
Branch and Grand Cayman Xxxxx 0000
Xxxxxx Xxx Xxxxxxx, XX 00000
Telephone No.: (000) 000-0000
Telecopier No.: (000) 000-0000
Attention: Xxx Xxxxxx

First Source Financial LLP 0000 Xxxx Xxxx Xxxx
0xx Xxxxx
Xxxxxxx Xxxxxxx, XX 00000
Telephone No.: (000) 000-0000
Telecopier No.: (000) 000-0000
Attention: Xxxxx Xxxxxxxx

Fleet National Bank Two Portland Square
MAILSTOP: ME-PM-P05B
X.X. Xxx 0000
Xxxxxxxx, XX 00000
Telephone No.: (000) 000-0000
Telecopier No.: (000) 000-0000
Attention: Xxxx Xxxxxxxxxx

The Fuji Bank, Limited Two World Trade Center
New York Branch Xxx Xxxx, XX 00000
Telephone No.: (000) 000-0000
Telecopier No.: (000) 000-0000
Attention: Xxxx Xxxxxxx

General Electric 000 Xxxx Xxxxx Xxxx
Xxxxxxx Xxxxxxxxxxx Xxxxxxxx, XX 00000
Telephone No.: (000) 000-0000
Telecopier No.: (000) 000-0000
Attention: Xxxxxx Xxxxxx

SCHEDULE II
Page 4

Xxxxxxx Xxxxx Senior Floating 000 Xxxxxxxx Xxxx Xxxx
Rate Fund, Inc. Xxxxxxxxxx, XX 00000
Telephone No.: (000) 000-0000
Telecopier No.: (000) 000-0000
Attention: Xxxxxxx Xxxxxxxx

The Mitsubishi Trust & Banking 000 Xxxxx Xxxxxxxx Xxxxxx
Corporation, Los Angeles Xxxxx 0000
Xxxxxx Xxx Xxxxxxx, XX 00000
Telephone No.: (000) 000-0000
Telecopier No.: (000) 000-0000
Attention: Xxx Xxxxx

Natexis Banque BFCE 000 Xxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Telephone No.: (000) 000-0000
Telecopier No.: (000) 000-0000
Attention: Xxxxx Xxxxxx

Pilgrim America Prime Rate Trust 00 Xxxxx Xxxxxxx Xxxxxx
Xxx Xxxxxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
Telephone No.: (000) 000-0000
Telecopier No.: (000) 000-0000
Attention: Xxx Xxxx

PNC Bank, National Association 000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Telephone No.: (000) 000-0000
Telecopier No.: (000) 000-0000
Attention: Xxx Xxxxxxx

with a copy to:

P1-XXXX-1-21
000 Xxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attention: Xxxx Xxxxxx

SCHEDULE II
Page 5

Prime Income Trust c/o Xxxx Xxxxxx Intercapital
Xxx Xxxxx Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Telephone No.: (000) 000-0000
Telecopier No.: (000) 000-0000
Attention: Xxxxx Xxxxxxx

Xxx Xxxxxx American Capital One Parkview Plaza
Prime Rate Income Trust Xxxxxxxx Xxxxxxx, XX 00000
Telephone No.: (000) 000-0000
Telecopier No.: (000) 000-0000
Attention: Xxxxxxx Xxxxxxx

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Table of Contents

CREDIT AGREEMENT among

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