CREDIT AGREEMENT AMONG CORNING CONSUMER PRODUCTS COMPANY THE SEVERAL LENDERS FROM TIME TO TIME PARTIES HERETO THE CHASE MANHATTAN BANK, AS ADMINISTRATIVE AGENT SALOMON BROTHERS HOLDING COMPANY INC, AS SYNDICATION AGENT AND BANKERS TRUST COMPANY, AS...

Exhibit 10.1

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CREDIT AGREEMENT

AMONG

CORNING CONSUMER PRODUCTS COMPANY

THE SEVERAL LENDERS
FROM TIME TO TIME PARTIES HERETO

THE CHASE MANHATTAN BANK,
AS ADMINISTRATIVE AGENT

SALOMON BROTHERS HOLDING COMPANY INC,
AS SYNDICATION AGENT

AND

BANKERS TRUST COMPANY,
AS DOCUMENTATION AGENT

DATED AS OF APRIL 9, 1998

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CHASE SECURITIES INC.,
AS ARRANGER

Table of Contents

Page

SECTION 1. Definitions. . . . . . . . . . . . . . . . . . . . . . . . 1

SECTION 2. Amount and Terms of Credit . . . . . . . . . . . . . . . . 29
2.1 Commitments . . . . . . . . . . . . . . . . . . . . . . . . . 29
2.2 Minimum Amount of Each Borrowing;
Maximum Number of Borrowings. . . . . . . . . . . . . . . . . 30
2.3 Notice of Borrowing . . . . . . . . . . . . . . . . . . . . . 30
2.4 Disbursement of Funds . . . . . . . . . . . . . . . . . . . . 31
2.5 Repayment of Loans; Evidence of Debt. . . . . . . . . . . . . 32
2.6 Conversions and Continuations . . . . . . . . . . . . . . . . 33
2.7 Pro Rata Borrowings . . . . . . . . . . . . . . . . . . . . . 34
2.8 Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . 34
2.9 Interest Periods. . . . . . . . . . . . . . . . . . . . . . . 35
2.10 Increased Costs, Illegality, etc. . . . . . . . . . . . . . . 36
2.11 Compensation. . . . . . . . . . . . . . . . . . . . . . . . . 37
2.12 Change of Lending Office. . . . . . . . . . . . . . . . . . . 38
2.13 Notice of Certain Costs . . . . . . . . . . . . . . . . . . . 38

SECTION 3. Letters of Credit. . . . . . . . . . . . . . . . . . . . . 38
3.1 Letters of Credit . . . . . . . . . . . . . . . . . . . . . . 38
3.2 Letter of Credit Requests . . . . . . . . . . . . . . . . . . 39
3.3 Letter of Credit Participations . . . . . . . . . . . . . . . 39
3.4 Agreement to Repay Letter of Credit Drawings. . . . . . . . . 41
3.5 Increased Costs . . . . . . . . . . . . . . . . . . . . . . . 42
3.6 Successor Letter of Credit Issuer . . . . . . . . . . . . . . 43

SECTION 4. Fees; Commitments. . . . . . . . . . . . . . . . . . . . . 43
4.1 Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
4.2 Voluntary Reduction of Revolving Credit Commitments . . . . . 44
4.3 Mandatory Termination of Commitments. . . . . . . . . . . . . 44

SECTION 5. Payments . . . . . . . . . . . . . . . . . . . . . . . . . 44
5.1 Voluntary Prepayments . . . . . . . . . . . . . . . . . . . . 44
5.2 Mandatory Prepayments . . . . . . . . . . . . . . . . . . . . 45
5.3 Method and Place of Payment . . . . . . . . . . . . . . . . . 47
5.4 Net Payments. . . . . . . . . . . . . . . . . . . . . . . . . 48
5.5 Computations of Interest and Fees . . . . . . . . . . . . . . 50

SECTION 6. Conditions Precedent to Initial Borrowing. . . . . . . . . 50
6.1 Credit Documents. . . . . . . . . . . . . . . . . . . . . . . 50
6.2 Closing Certificate . . . . . . . . . . . . . . . . . . . . . 50
6.3 Corporate Proceedings of Each Credit Party. . . . . . . . . . 50
6.4 Corporate Documents . . . . . . . . . . . . . . . . . . . . . 51
6.5 No Material Adverse Change. . . . . . . . . . . . . . . . . . 51
6.6 Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51

6.7 Recapitalization. . . . . . . . . . . . . . . . . . . . . . . 51
6.8 Closing Date Balance Sheet. . . . . . . . . . . . . . . . . . 51
6.9 Solvency Opinion. . . . . . . . . . . . . . . . . . . . . . . 51
6.10 Required Approvals. . . . . . . . . . . . . . . . . . . . . . 51
6.11 Legal Opinions. . . . . . . . . . . . . . . . . . . . . . . . 51

SECTION 7. Conditions Precedent to All Credit Events. . . . . . . . . 51
7.1 No Default; Representations and Warranties. . . . . . . . . . 52
7.2 Notice of Borrowing; Letter of Credit Request . . . . . . . . 52

SECTION 8. Representations, Warranties and Agreements . . . . . . . . 52
8.1 Corporate Status. . . . . . . . . . . . . . . . . . . . . . . 52
8.2 Corporate Power and Authority . . . . . . . . . . . . . . . . 52
8.3 No Violation. . . . . . . . . . . . . . . . . . . . . . . . . 53
8.4 Litigation. . . . . . . . . . . . . . . . . . . . . . . . . . 53
8.5 Margin Regulations. . . . . . . . . . . . . . . . . . . . . . 53
8.6 Governmental Approvals. . . . . . . . . . . . . . . . . . . . 53
8.7 Investment Company Act. . . . . . . . . . . . . . . . . . . . 53
8.8 True and Complete Disclosure. . . . . . . . . . . . . . . . . 53
8.9 Financial Condition; Financial Statements . . . . . . . . . . 54
8.10 Tax Returns and Payments. . . . . . . . . . . . . . . . . . . 54
8.11 Compliance with ERISA . . . . . . . . . . . . . . . . . . . . 54
8.12 Subsidiaries. . . . . . . . . . . . . . . . . . . . . . . . . 55
8.13 Patents, etc. . . . . . . . . . . . . . . . . . . . . . . . . 55
8.14 Environmental Laws. . . . . . . . . . . . . . . . . . . . . . 55
8.15 Properties. . . . . . . . . . . . . . . . . . . . . . . . . . 55

SECTION 9. Affirmative Covenants. . . . . . . . . . . . . . . . . . . 55
9.1 Information Covenants . . . . . . . . . . . . . . . . . . . . 55
9.2 Books, Records and Inspections. . . . . . . . . . . . . . . . 57
9.3 Maintenance of Insurance. . . . . . . . . . . . . . . . . . . 58
9.4 Payment of Taxes. . . . . . . . . . . . . . . . . . . . . . . 58
9.5 Consolidated Corporate Franchises . . . . . . . . . . . . . . 58
9.6 Compliance with Statutes, Obligations, etc. . . . . . . . . . 58
9.7 ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
9.8 Good Repair . . . . . . . . . . . . . . . . . . . . . . . . . 59
9.9 Transactions with Affiliates. . . . . . . . . . . . . . . . . 59
9.10 End of Fiscal Years; Fiscal Quarters. . . . . . . . . . . . . 59
9.11 Additional Guarantors . . . . . . . . . . . . . . . . . . . . 60
9.12 Pledges of Additional Stock and Evidence of Indebtedness. . . 60
9.13 Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . 60
9.14 Changes in Business . . . . . . . . . . . . . . . . . . . . . 60
9.15 Ownership of Assets . . . . . . . . . . . . . . . . . . . . . 60
9.16 Issuance of Subordinated Notes. . . . . . . . . . . . . . . . 61

SECTION 10. Negative Covenants. . . . . . . . . . . . . . . . . . . . 61
10.1 Limitation on Indebtedness. . . . . . . . . . . . . . . . . . 61
10.2 Limitation on Liens . . . . . . . . . . . . . . . . . . . . . 63
10.3 Limitation on Fundamental Changes . . . . . . . . . . . . . . 64

iii

10.4 Limitation on Sale of Assets. . . . . . . . . . . . . . . . 65
10.5 Limitation on Investments . . . . . . . . . . . . . . . . . 66
10.6 Limitation on Investments . . . . . . . . . . . . . . . . . 67
10.7 Limitations on Debt Payments and Amendments . . . . . . . . 68
10.8 Limitations on Sale Leasebacks. . . . . . . . . . . . . . . 69
10.9 Consolidated Lease Expense. . . . . . . . . . . . . . . . . 69
10.10 Consolidated Total Debt to Consolidated EBITDA Ratio. . . . 69
10.11 Consolidated EBITDA to Consolidated Interest Expense Ratio. 70
10.12 Capital Expenditures. . . . . . . . . . . . . . . . . . . . 70

SECTION 11. Events of Default. . . . . . . . . . . . . . . . . . . . . 71
11.1 Payments. . . . . . . . . . . . . . . . . . . . . . . . . . 71
11.2 Representations, etc. . . . . . . . . . . . . . . . . . . . 71
11.3 Covenants . . . . . . . . . . . . . . . . . . . . . . . . . 71
11.4 Default Under Other Agreements. . . . . . . . . . . . . . . 72
11.5 Bankruptcy, etc.. . . . . . . . . . . . . . . . . . . . . . 72
11.6 ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
11.7 Guarantee . . . . . . . . . . . . . . . . . . . . . . . . . 73
11.8 Pledge Agreement. . . . . . . . . . . . . . . . . . . . . . 73
11.9 Judgments . . . . . . . . . . . . . . . . . . . . . . . . . 73

SECTION 12. The Administrative Agent. . . . . . . . . . . . . . . . . 74
12.1 Appointment . . . . . . . . . . . . . . . . . . . . . . . . 74
12.2 Delegation of Duties. . . . . . . . . . . . . . . . . . . . 74
12.3 Exculpatory Provisions. . . . . . . . . . . . . . . . . . . 74
12.4 Reliance by Administrative Agent. . . . . . . . . . . . . . 74
12.5 Notice of Default . . . . . . . . . . . . . . . . . . . . . 75
12.6 Non-Reliance on Administrative Agent and Other Lenders. . . 75
12.7 Indemnification . . . . . . . . . . . . . . . . . . . . . . 75
12.8 Administrative Agent in Its Individual Capacity . . . . . . 76
12.9 Successor Agent . . . . . . . . . . . . . . . . . . . . . . 76

SECTION 13. Miscellaneous . . . . . . . . . . . . . . . . . . . . . . 76
13.1 Amendments and Waivers. . . . . . . . . . . . . . . . . . . 76
13.2 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . 77
13.3 No Waiver; Cumulative Remedies. . . . . . . . . . . . . . . 78
13.4 Survival of Representations and Warranties. . . . . . . . . 78
13.5 Payment of Expenses and Taxes . . . . . . . . . . . . . . . 79
13.6 Successors and Assigns; Participations and Assignments. . . 79
13.7 Replacements of Lenders under Certain Circumstances . . . . 81
13.8 Adjustments; Set-off. . . . . . . . . . . . . . . . . . . . 82
13.9 Counterparts. . . . . . . . . . . . . . . . . . . . . . . . 82
13.10 Severability. . . . . . . . . . . . . . . . . . . . . . . . 82
13.11 Integration . . . . . . . . . . . . . . . . . . . . . . . . 83
13.12 GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . 83
13.13 Submission to Jurisdiction; Waivers . . . . . . . . . . . . 83
13.14 Acknowledgments . . . . . . . . . . . . . . . . . . . . . . 83
13.15 WAIVERS OF JURY TRIAL . . . . . . . . . . . . . . . . . . . 84
13.16 Confidentiality . . . . . . . . . . . . . . . . . . . . . . 84

SCHEDULES

Schedule 1.1 Commitments and Addresses of Lenders
Schedule 8.12 Subsidiaries
Schedule 10.1 Other Indebtedness

EXHIBITS

Exhibit A Form of Guarantee
Exhibit B Form of Pledge Agreement
Exhibit C-1 Form of Promissory Note (Term Loans)
Exhibit C-2 Form of Promissory Note (Revolving Credit and Swingline Loans)
Exhibit D Form of Letter of Credit Request
Exhibit E-1 Form of Legal Opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx
Exhibit E-2 Form of Legal Opinion of Xxxxxx X'Xxxxx
Exhibit F Form of Assignment and Acceptance
Exhibit G Form of Closing Certificate
Exhibit H Form of Confidentiality Agreement

CREDIT AGREEMENT dated as of April 9, 1998, among CORNING CONSUMER
PRODUCTS COMPANY, a Delaware corporation (the "BORROWER"), the lending
institutions from time to time parties hereto (each a "LENDER" and,
collectively, the "LENDERS"), THE CHASE MANHATTAN BANK, as Administrative Agent
(such term and each other capitalized term used but not defined in this
introductory statement having the meaning provided in Section 1), Salomon
Brothers Holding Company Inc, as Syndication Agent, and Bankers Trust Company,
as Documentation Agent.

The Borrower has requested the Lenders to extend credit in the form
of (a) Term Loans, in an aggregate principal amount not in excess of
$200,000,000, and (b) Revolving Credit Loans at any time and from time to time
prior to the Revolving Credit Maturity Date, in an aggregate principal amount at
any time outstanding not in excess of $275,000,000 less the sum of (i) the
aggregate Letter of Credit Outstanding at such time and (ii) the aggregate
principal amount of all Swingline Loans then outstanding. The Borrower has
requested the Letter of Credit Issuer to issue Letters of Credit at any time and
from time to time prior to the L/C Maturity Date, in an aggregate face amount at
any time outstanding not in excess of $25,000,000. The Borrower has requested
Chase to extend credit in the form of Swingline Loans at any time and from time
to time prior to the Swingline Maturity Date, in an aggregate principal amount
at any time outstanding not in excess of $25,000,000.

The proceeds of the Term Loans will be used by the Borrower,
together with up to $125,000,000 in proceeds of Revolving Credit Loans on the
Closing Date, solely (a) to pay a portion of the principal of, and accrued
interest on, the Subordinated Loans, PROVIDED that after giving effect to such
repayment there is at least $150,000,000 aggregate principal amount of
Subordinated Loans outstanding, and (b) to pay related fees and expenses
incurred in connection with the Recapitalization, the financing therefor and the
other transactions contemplated hereby and thereby. Proceeds of additional
Revolving Credit Loans and Swingline Loans may be used by the Borrower for
general corporate purposes (including Permitted Acquisitions and the uses
specified in clause (b) of the immediately preceding sentence and, to the extent
that the aggregate amount of Revolving Credit Loans drawn on the Closing Date
was less than $125,000,000, for the purposes set forth in clause (a) of the
immediately preceding sentence), and Letters of Credit will be used by the
Borrower for general corporate purposes.

The parties hereto hereby agree as follows:

DEFINITIONS. As used herein, the following terms shall have the meanings
specified in this Section 1 unless the context otherwise requires (it being
understood that defined terms in this Agreement shall include in the singular
number the plural and in the plural the singular):

"ABR" shall mean, for any day, a rate per annum (rounded upwards,
if necessary, to the next 1/16 of 1%) equal to the greatest of (a) the
Prime Rate in effect on such day, (b) the Base CD Rate in effect on such
day plus 1% and (c) the Federal Funds Effective Rate in effect on such day
plus 1/2 of 1%. Any change in the ABR due to a change in the Prime Rate,
the Three-Month Secondary CD Rate or the Federal Funds Effective Rate shall
be effective as of the opening of business on the effective day of such
change in the Prime Rate, the Three-Month Secondary CD Rate or the Federal
Funds Effective Rate, respectively.

"ABR LOAN" shall mean each Loan bearing interest at the rate
provided in Section 2.8(a) and, in any event, shall include all Swingline
Loans.

"ABR REVOLVING CREDIT LOAN" shall mean any Revolving Credit Loan
bearing interest at a rate determined by reference to the ABR.

"ACQUIRED EBITDA" shall mean, with respect to any Acquired Entity
or Business, any Converted Restricted Subsidiary, any Sold Entity or
Business or any Converted Unrestricted Subsidiary (any of the foregoing, a
"PRO FORMA ENTITY") for any period, the sum of the amounts for such period
of (a) income from continuing operations before income taxes and
extraordinary items, (b) interest expense, (c) depreciation expense,
(d) amortization expense, including amortization of deferred financing
fees, (e) non-recurring charges, (f) non-cash charges, (g) losses on asset
sales and (h) restructuring charges or reserves LESS the sum of the amounts
for such period of (i) non-recurring gains, (j) non-cash gains and
(k) gains on asset sales, all as determined on a consolidated basis for
such Pro Forma Entity in accordance with GAAP.

"ACQUIRED ENTITY OR BUSINESS" shall have the meaning provided in
the definition of the term "Consolidated EBITDA".

"ACQUISITION SUBSIDIARY" shall mean (a) any Subsidiary of the
Borrower that is formed or acquired after the Closing Date in connection
with Permitted Acquisitions, PROVIDED that at such time (or promptly
thereafter) the Borrower designates such Subsidiary an Acquisition
Subsidiary in a written notice to the Administrative Agent, (b) any
Restricted Subsidiary on the Closing Date subsequently re-designated as an
Acquisition Subsidiary by the Borrower in a written notice to the
Administrative Agent, PROVIDED that such re-designation shall be deemed to
be an investment on the date of such re-designation in an Acquisition
Subsidiary in an amount equal to the sum of (i) the net worth of such
re-designated Restricted Subsidiary immediately prior to such
re-designation (such net worth to be calculated without regard to any
Guarantee provided by such re-designated Restricted Subsidiary) and
(ii) the aggregate principal amount of any Indebtedness owed by such
re-designated Restricted Subsidiary to the Borrower or any other Restricted
Subsidiary immediately prior to such re-designation (to the extent not
repaid on the date of such re-designation), all calculated, except as set
forth in the parenthetical to clause (i), on a consolidated basis in
accordance with GAAP, and (c) each Subsidiary of an Acquisition Subsidiary;
PROVIDED, HOWEVER, that (i) at the time of any written re-designation by
the Borrower to the Administrative Agent of any Acquisition Subsidiary as a
Restricted Subsidiary, the Acquisition Subsidiary so re-designated shall no
longer constitute an Acquisition Subsidiary, (ii) no Acquisition Subsidiary
may be re-designated as a Restricted Subsidiary if a Default or Event of
Default would result from such re-designation and (iii) no Restricted
Subsidiary may be re-designated as an Acquisition Subsidiary if a Default
or Event of Default would result from such re-designation. On or promptly
after the date of its formation, acquisition or re-designation, as
applicable, each Acquisition Subsidiary (other than an Acquisition
Subsidiary that is a Foreign Subsidiary) shall have entered into a tax
sharing agreement containing terms that, in the reasonable judgment of the
Administrative Agent, provide for an appropriate allocation of tax
liabilities and benefits.

"ADJUSTED TOTAL REVOLVING CREDIT COMMITMENT" shall mean at any time
the Total Revolving Credit Commitment less the aggregate Revolving Credit
Commitments of all Defaulting Lenders.

"ADJUSTED TOTAL TERM LOAN COMMITMENT" shall mean at any time the
Total Term Loan Commitment less the Term Loan Commitments of all Defaulting
Lenders.

"ADMINISTRATIVE AGENT" shall mean Chase, together with its
affiliates, as the arranger of the Commitments and as the administrative
agent for the Lenders under this Agreement and the other Credit Documents.

"ADMINISTRATIVE AGENT'S OFFICE" shall mean the office of the
Administrative Agent located at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
or such other office in New York City as the Administrative Agent may
hereafter designate in writing as such to the other parties hereto.

"AFFILIATE" shall mean, with respect to any Person, any other
Person directly or indirectly controlling, controlled by, or under direct
or indirect common control with such Person. A Person shall be deemed to
control a corporation if such Person possesses, directly or indirectly, the
power (a) to vote 10% or more of the securities having ordinary voting
power for the election of directors of such corporation or (b) to direct or
cause the direction of the management and policies of such corporation,
whether through the ownership of voting securities, by contract or
otherwise.

"AGGREGATE REVOLVING CREDIT OUTSTANDING" shall have the meaning
provided in Section 5.2(b).

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

"APPLICABLE ABR MARGIN" shall mean, with respect to each ABR Loan
at any date, the applicable percentage per annum set forth below based upon
(a) whether such loan is a Revolving Credit Loan, a Swingline Loan or a
Term Loan and (b) the Status in effect on such date:

Applicable ABR
Loan Status Margin
---- ------ ------

Revolving Credit Loans and Level I Status 1.250%
Swingline Loans Level II Status 1.000%
Level III Status 0.750%
Level IV Status 0.500%
Level V Status 0.250%
Level VI Status 0.000%
Level VII Status 0.000%

Term Loans Level I Status 1.500%
Level II Status 1.250%
Level III Status 1.000%

Level IV Status 0.750%
Level V Status 0.500%
Level VI Status 0.500%
Level VII Status 0.500%

"APPLICABLE EURODOLLAR MARGIN" shall mean, with respect to each
Eurodollar Term Loan and Eurodollar Revolving Credit Loan at any date, the
applicable percentage per annum set forth below based upon (a) whether such
loan is a Revolving Credit Loan or a Term Loan and (b) the Status in effect
on such date:

Applicable Eurodollar
Loan Status Margin
---- ------ ------

Revolving Credit Loans Level I Status 2.250%
Level II Status 2.000%
Level III Status 1.750%
Level IV Status 1.500%
Level V Status 1.250%
Level VI Status 1.000%
Level VII Status 0.750%

Term Loans Level I Status 2.500%
Level II Status 2.250%
Level III Status 2.000%
Level IV Status 1.750%
Level V Status 1.500%
Level VI Status 1.500%
Level VII Status 1.500%

"ASSET SALE PREPAYMENT EVENT" shall mean any sale, transfer or
other disposition of any business units, assets or other properties of the
Borrower or any of the Restricted Subsidiaries not in the ordinary course
of business. Notwithstanding the foregoing, the term "Asset Sale
Prepayment Event" shall not include any transaction permitted by Section
10.3, 10.4 (other than Section 10.4(b)) or 10.5.

"AUTHORIZED OFFICER" shall mean the Chairman of the Board, the
President, the Chief Financial Officer, the Treasurer or any other senior
officer of the Borrower designated as such in writing to the Administrative
Agent by the Borrower.

"AVAILABLE AMOUNT" shall mean, on any date (the "REFERENCE DATE"),
an amount equal to (a) the sum of (i) for the purposes of Sections 10.5(l)
and 10.5(n), $50,000,000, (ii) the aggregate amount of Net Cash Proceeds
from Prepayment Events refused by Term Loan Lenders and retained by the
Borrower in accordance with Section 5.2(c)(iv) on or prior to the Reference
Date, (iii) an amount equal to (x) the cumulative amount of Excess Cash
Flow for all fiscal years completed prior to the Reference Date MINUS
(y) the portion of such Excess Cash Flow that has been on or prior to the
Reference Date (or will be) applied to the prepayment of Loans in
accordance with Section 5.2(a)(ii), (iv) the amount of any capital
contributions (other than any equity contribution made on or prior to the
Closing Date or made in accordance with Section 10.5(c)(i)) made in cash to
the Borrower from and including the Business Day immediately following the
Closing Date through and including the Reference Date, (v) an amount equal
to the Net Cash Proceeds received by the Borrower on or prior to the
Reference Date from any issuance of equity securities by the Borrower,
(vi) the aggregate amount of all cash dividends and other cash
distributions received by the Borrower or any Guarantor from any
Acquisition Subsidiaries, Minority Investments or Unrestricted Subsidiaries
on or prior to the

Reference Date (other than the portion of any such dividends and other
distributions that is used by the Borrower or any Guarantor to pay taxes),
(vii) the aggregate amount of all cash repayments of principal received by
the Borrower or any Guarantor from any Acquisition Subsidiaries, Minority
Investments or Unrestricted Subsidiaries on or prior to the Reference Date
in respect of loans made by the Borrower or any Guarantor to such
Acquisition Subsidiaries, Minority Investments or Unrestricted Subsidiaries
and (viii) the aggregate amount of all net cash proceeds received by the
Borrower or any Guarantor in connection with the sale, transfer or other
disposition of its ownership interest in any Acquisition Subsidiary,
Minority Investment or Unrestricted Subsidiary on or prior to the Reference
Date MINUS (b) the sum of (i) the aggregate amount of any investments
(including loans) made by the Borrower or any Restricted Subsidiary (other
than any Acquisition Subsidiary) in or to Acquisition Subsidiaries pursuant
to Section 10.5(j) on or prior to the Reference Date, (ii) the aggregate
amount of any investments (including loans) made by the Borrower or any
Restricted Subsidiary (other than any Acquisition Subsidiary) pursuant to
Section 10.5(n) on or prior to the Reference Date, (iii) the aggregate
amount of any investments made by the Borrower or any Restricted Subsidiary
to acquire the Remaining Equity pursuant to Section 10.5(l) on or prior to
the Reference Date and (iv) the aggregate price paid by the Borrower in
connection with (x) any prepayment of the Subordinated Loans (other than
with the Net Cash Proceeds of the Loans or the Subordinated Notes) or (y)
any prepayment, repurchase or redemption of Subordinated Notes, in each
case pursuant to Section 10.7(a) on or prior to the Reference Date.

"AVAILABLE COMMITMENT" shall mean an amount equal to the excess, if
any, of (a) the sum of (i) the amount of the Total Revolving Credit
Commitment and (ii) the amount of the Total Term Loan Commitment over
(b) the sum of (i) the aggregate principal amount of all Revolving Credit
Loans (but not Swingline Loans) then outstanding and (ii) the aggregate
Letter of Credit Outstanding at such time.

"AVAILABLE FOREIGN INVESTMENT AMOUNT" shall mean, on any date (the
"INVESTMENT DATE"), an amount equal to (a) the sum of (i) $50,000,000,
(ii) the aggregate amount of all cash dividends and other cash
distributions received by the Borrower or any Guarantor from any Restricted
Foreign Subsidiaries on or prior to the Investment Date (other than the
portion of any such dividends and other distributions that is used by the
Borrower or any Guarantor to pay taxes), (iii) the aggregate amount of all
cash repayments of principal received by the Borrower or any Guarantor from
any Restricted Foreign Subsidiaries on or prior to the Investment Date in
respect of loans made by the Borrower or any Guarantor to such Restricted
Foreign Subsidiaries and (iv) the aggregate amount of all net cash proceeds
received by the Borrower or any Guarantor in connection with the sale,
transfer or other disposition of its ownership interest in any Restricted
Foreign Subsidiary on or prior to the Investment Date MINUS (b) the
aggregate amount of any investments (including loans) made by the Borrower
or any Restricted Subsidiary (other than any Restricted Foreign Subsidiary)
in or to Restricted Foreign Subsidiaries pursuant to Section 10.5(j) or
10.5(k) on or prior to the Investment Date.

"BANKRUPTCY CODE" shall have the meaning provided in Section 11.5.

"BASE CD RATE" shall mean the sum of (a) the product of (i) the
Three-Month Secondary CD Rate and (ii) a fraction, the numerator of which
is one and the denominator of which is one minus the C/D Reserve Percentage
and (b) the C/D Assessment Rate.

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

"XXXXXX" shall mean Xxxxxx, Inc., a New Jersey corporation.

"BORROWER" shall have the meaning provided in the preamble to this
Agreement.

"BORROWER COMMON STOCK" shall mean any class of outstanding common
stock of the Borrower after the Recapitalization.

"BORROWING" shall mean and include (a) the incurrence of Swingline
Loans from Chase on a given date, (b) the incurrence of one Type of Term
Loan on the Closing Date (or resulting from conversions on a given date
after the Closing Date) having, in the case of Eurodollar Term Loans, the
same Interest Period (PROVIDED that ABR Loans incurred pursuant to
Section 2.10(b) shall be considered part of any related Borrowing of
Eurodollar Term Loans) and (c) the incurrence of one Type of Revolving
Credit Loan on a given date (or resulting from conversions on a given date)
having, in the case of Eurodollar Revolving Credit Loans, the same Interest
Period (PROVIDED that ABR Loans incurred pursuant to Section 2.10(b) shall
be considered part of any related Borrowing of Eurodollar Revolving Credit
Loans).

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

"CAPITAL EXPENDITURES" shall mean, for any period, the aggregate of
all expenditures (whether paid in cash or accrued as liabilities and
including in all events all amounts expended or capitalized under Capital
Leases, but excluding any amount representing capitalized interest) by the
Borrower and the Restricted Subsidiaries during such period that, in
conformity with GAAP, are or are required to be included as additions
during such period to property, plant or equipment reflected in the
consolidated balance sheet of the Borrower and its Subsidiaries, PROVIDED
that the term "Capital Expenditures" shall not include (a) expenditures
made in connection with the replacement, substitution or restoration of
assets (i) to the extent financed from insurance proceeds paid on account
of the loss of or damage to the assets being replaced or restored or
(ii) with awards of compensation arising from the taking by eminent domain
or condemnation of the assets being replaced, (b) the purchase price of
equipment that is purchased simultaneously with the trade-in of existing
equipment to the extent that the gross amount of such purchase price is
reduced by the credit granted by the seller of such equipment for the
equipment being traded in at such time, (c) the purchase of plant, property
or equipment made within one year of the sale of any asset to the extent
purchased with the proceeds of such sale or (d) expenditures that
constitute any part of Consolidated Lease Expense.

"CAPITALIZED LEASE OBLIGATIONS" shall mean, as applied to any Person,
all obligations under Capital Leases of such Person or any of its
Subsidiaries, in each case taken at the amount thereof accounted for as
liabilities in accordance with GAAP.

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

"CCPC" shall mean CCPC Acquisition Corp., a Delaware corporation.

"C/D ASSESSMENT RATE" shall mean for any day as applied to any ABR
Loan, the annual assessment rate in effect on such day that is payable by a
member of the Bank Insurance Fund maintained by the Federal Deposit
Insurance Corporation or any successor thereto (the "FDIC") classified as
well-capitalized and within supervisory subgroup "B" (or a comparable
successor assessment risk classification) within the meaning of 12 C.F.R.
Section 327.4(a) (or any successor provision) to the FDIC for the FDIC's
insuring time deposits at offices of such institution in the United States.

"C/D RESERVE PERCENTAGE" shall mean for any day as applied to any ABR
Loan, the percentage (expressed as a decimal) that is in effect on such
day, as prescribed by the Board, for determining the reserve requirement
for a Depositary Institution (as defined in Regulation D of the Board) in
respect of new non-personal time deposits in Dollars having a maturity that
is 30 days or more.

"CHANGE OF CONTROL" shall mean and be deemed to have occurred if
(a) (i) KKR, its Affiliates and the Management Group shall at any time not
own, in the aggregate, directly or indirectly, beneficially and of record,
at least 35% of the outstanding Voting Stock of the Borrower (other than as
the result of one or more widely distributed offerings of Borrower Common
Stock, in each case whether by the Borrower or by KKR, its Affiliates or
the Management Group) and/or (ii) any person, entity or "group" (within the
meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934,
as amended) shall at any time have acquired direct or indirect beneficial
ownership of a percentage of the outstanding Voting Stock of the Borrower
that exceeds the percentage of such Voting Stock then beneficially owned,
in the aggregate, by KKR, its Affiliates and the Management Group, unless,
in the case of either clause (i) or (ii) above, KKR, its Affiliates and
the Management Group have, at such time, the right or the ability by voting
power, contract or otherwise to elect or designate for election a majority
of the Board of Directors of the Borrower; and/or (b) at any time
Continuing Directors shall not constitute a majority of the Board of
Directors of the Borrower.

"CHASE" shall mean The Chase Manhattan Bank, a New York banking
corporation, and any successor thereto by merger, consolidation or
otherwise.

"CLOSING DATE" shall mean the date of the initial Borrowing hereunder.

"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 have the meaning provided in the Pledge Agreement.

"COMMITMENT FEE RATE" shall mean, with respect to the Available
Commitment on any day, the rate per annum set forth below opposite the
Status in effect on such day:

Commitment
Status Fee Rate
------ --------

Level I Status 0.425%
Level II Status 0.375%
Level III Status 0.375%
Level IV Status 0.350%
Level V Status 0.300%
Level VI Status 0.250%
Level VII Status 0.225%

"COMMITMENTS" shall mean, with respect to each Lender, such Lender's
Term Loan Commitment and Revolving Credit Commitment.

"CONFIDENTIAL INFORMATION" shall have the meaning provided in Section
13.16.

"CONFIDENTIAL INFORMATION MEMORANDUM" shall mean the Confidential
Information Memorandum of the Borrower dated March 1998 delivered to the
Lenders in connection with this Agreement.

"CONSOLIDATED EARNINGS" shall mean, for any period, "income (loss)
before taxes on income" of the Borrower and the Restricted Subsidiaries,
excluding extraordinary items, for such period, determined in a manner
consistent with the manner in which such amount was determined in
accordance with the audited financial statements referred to in
Section 9.1(a).

"CONSOLIDATED EBITDA" shall mean, for any period, the sum, without
duplication, of the amounts for such period of (a) Consolidated Earnings,
(b) Consolidated Interest Expense, (c) depreciation expense,
(d) amortization expense, including amortization of deferred financing
fees, (e) extraordinary losses and non-recurring charges, (f) non-cash
charges, (g) losses on asset sales, (h) restructuring charges or reserves,
(i) in the case of any period that includes a period ending during the
fiscal year ending December 31, 1998, Transaction Expenses, (j) any
expenses or charges incurred in connection with any issuance of debt or
equity securities, (k) any fees and expenses related to Permitted
Acquisitions and (l) any deduction for minority interest expense and (m)
the amount of Inventory Reduction Impact for such period LESS the sum of
the amounts for such period of (n) extraordinary gains and non-recurring
gains, (o) non-cash gains and (p) gains on asset sales, all as determined
on a consolidated basis for the Borrower and the Restricted Subsidiaries in
accordance with GAAP, PROVIDED that (i) except as provided in clause (ii)
below, there shall be excluded from Consolidated Earnings for any period
the income from continuing operations before income taxes and extraordinary
items of all Unrestricted Subsidiaries for such period to the extent
otherwise included in Consolidated Earnings, except to the extent actually
received in cash by the Borrower or its Restricted Subsidiaries during such
period through dividends or other distributions, and (ii)(x) there shall be
included in determining Consolidated EBITDA for any period (A) the Acquired
EBITDA of any Person, property, business or asset (other than an
Unrestricted Subsidiary) acquired to the extent not subsequently sold,
transferred or otherwise

disposed of (but not including the Acquired EBITDA of any related Person,
property, business or assets to the extent not so acquired) by the Borrower
or any Restricted Subsidiary during such period (each such Person,
property, business or asset acquired and not subsequently so disposed of,
an "ACQUIRED ENTITY OR BUSINESS"), and the Acquired EBITDA of any
Unrestricted Subsidiary that is converted into a Restricted Subsidiary
during such period (each, a "CONVERTED RESTRICTED SUBSIDIARY"), in each
case based on the actual Acquired EBITDA of such Acquired Entity or
Business or Converted Restricted Subsidiary for such period (including the
portion thereof occurring prior to such acquisition or conversion) and
(B) for purposes of the definition of the term "Permitted Acquisition" and
Sections 10.3, 10.10 and 10.11, an adjustment in respect of each Acquired
Entity or Business equal to the amount of the Pro Forma Adjustment with
respect to such Acquired Entity or Business for such period (including the
portion thereof occurring prior to such acquisition or conversion) as
specified in the Pro Forma Adjustment Certificate delivered to the Lenders
and the Administrative Agent and (y) for purposes of determining the
Consolidated Total Debt to Consolidated EBITDA Ratio only, there shall be
excluded in determining Consolidated EBITDA for any period the Acquired
EBITDA of any Person, property, business or asset (other than an
Unrestricted Subsidiary) sold, transferred or otherwise disposed of by the
Borrower or any Restricted Subsidiary during such period (each such Person,
property, business or asset so sold or disposed of, a "SOLD ENTITY OR
BUSINESS"), and the Acquired EBITDA of any Restricted Subsidiary that is
converted into an Unrestricted Subsidiary during such period (each, a
"CONVERTED UNRESTRICTED SUBSIDIARY"), in each case based on the actual
Acquired EBITDA of such Sold Entity or Business or Converted Unrestricted
Subsidiary for such period (including the portion thereof occurring prior
to such sale, transfer, disposition or conversion).

"CONSOLIDATED EBITDA TO CONSOLIDATED INTEREST EXPENSE RATIO" shall
mean, as of any date of determination, the ratio of (a) Consolidated EBITDA
for the relevant Test Period to (b) Consolidated Interest Expense for such
Test Period.

"CONSOLIDATED INTEREST EXPENSE" shall mean, for any period, cash
interest expense (including that attributable to Capital Leases in
accordance with GAAP), net of cash interest income, of the Borrower and the
Restricted Subsidiaries on a consolidated basis with respect to all
outstanding Indebtedness of the Borrower and the Restricted Subsidiaries,
including, without limitation, all commissions, discounts and other fees
and charges owed with respect to letters of credit and bankers' acceptance
financing and net costs under Hedge Agreements (other than currency swap
agreements, currency future or option contracts and other similar
agreements), but excluding, however, amortization of deferred financing
costs and any other amounts of non-cash interest, all as calculated on a
consolidated basis in accordance with GAAP, PROVIDED that (a) except as
provided in clause (b) below, there shall be excluded from Consolidated
Interest Expense for any period the cash interest expense (or income) of
all Unrestricted Subsidiaries for such period to the extent otherwise
included in Consolidated Interest Expense and (b) for purposes of the
definition of the term "Permitted Acquisition" and Sections 10.3, 10.10 and
10.11, there shall be included in determining Consolidated Interest Expense
for any period the cash interest expense (or income) of any Acquired Entity
or Business acquired during such period and of any Converted Restricted
Subsidiary converted during such period, in each case based on the cash
interest expense (or income) of such Acquired Entity or Business or
Converted Restricted Subsidiary for such period (including the portion
thereof occurring prior to such acquisition or conversion) assuming any
Indebtedness incurred or repaid in connection with any such acquisition or
conversion

had been incurred or prepaid on the first day of such period; PROVIDED
FURTHER, HOWEVER, that Consolidated Interest Expense for the Test Periods
ending on June 30, 1998, September 30, 1998, and December 31, 1998, shall
be determined by (i) in the case of the Test Period ending on June 30,
1998, multiplying Consolidated Interest Expense for the period commencing
on April 1, 1998, and ending on June 30, 1998, by 4, (ii) in the case of
the Test Period ending on September 30, 1998, multiplying Consolidated
Interest Expense for the period commencing on April 1, 1998, and ending on
September 30, 1998, by 2, and (iii) in the case of the Test Period ending
on December 31, 1998, multiplying Consolidated Interest Expense for the
period commencing on April 1, 1998, and ending on December 31, 1998, by
4/3.

"CONSOLIDATED NET SALES" shall mean, for any fiscal year of the
Borrower, "net sales" of the Borrower and the Restricted Subsidiaries as
set forth in the audited financial statements referred to in Section 9.1(a)
with respect to the immediately preceding fiscal year.

"CONSOLIDATED LEASE EXPENSE" shall mean, for any period, all rental
expenses of the Borrower and the Restricted Subsidiaries during such period
under operating leases for real or personal property (including in
connection with Permitted Sale Leasebacks), excluding real estate taxes,
insurance costs and common area maintenance charges and net of sublease
income, other than (a) obligations under vehicle leases entered into in the
ordinary course of business, (b) all such rental expenses associated with
assets acquired pursuant to a Permitted Acquisition to the extent that such
rental expenses relate to operating leases in effect at the time of (and
immediately prior to) such acquisition and (c) Capitalized Lease
Obligations, all as determined on a consolidated basis in accordance with
GAAP, PROVIDED that there shall be excluded from Consolidated Lease Expense
for any period the rental expenses of all Unrestricted Subsidiaries for
such period to the extent otherwise included in Consolidated Lease Expense.

"CONSOLIDATED NET INCOME" shall mean, for any period, the consolidated
net income (or loss) of the Borrower and the Restricted Subsidiaries,
determined on a consolidated basis in accordance with GAAP.

"CONSOLIDATED TOTAL DEBT" shall mean, as of any date of determination,
(a) the sum of (i) all Indebtedness of the Borrower and the Restricted
Subsidiaries for borrowed money outstanding on such date and (ii) all
Capitalized Lease Obligations of the Borrower and the Restricted
Subsidiaries outstanding on such date, all calculated on a consolidated
basis in accordance with GAAP MINUS (b) the aggregate amount of cash
included in the cash accounts listed on the consolidated balance sheet of
the Borrower and the Restricted Subsidiaries and deposited with the
Administrative Agent or Lenders domiciled in the United States as at such
date to the extent the use thereof for application to payment of
Indebtedness is not prohibited by law or any contract to which the Borrower
or any of the Restricted Subsidiaries is a party.

"CONSOLIDATED TOTAL DEBT TO CONSOLIDATED EBITDA RATIO" shall mean, as
of any date of determination, the ratio of (a) Consolidated Total Debt as
of the last day of the relevant Test Period to (b) Consolidated EBITDA for
such Test Period.

"CONSOLIDATED WORKING CAPITAL" shall mean, at any date, the excess of
(a) the sum of all amounts (other than cash, cash equivalents and bank
overdrafts) that would, in conformity with GAAP, be set forth opposite the
caption "total current assets" (or any

like caption) on a consolidated balance sheet of the Borrower and the
Restricted Subsidiaries at such date over (b) the sum of all amounts that
would, in conformity with GAAP, be set forth opposite the caption "total
current liabilities" (or any like caption) on a consolidated balance sheet
of the Borrower and the Restricted Subsidiaries on such date, but excluding
(i) the current portion of any Funded Debt, (ii) without duplication of
clause (i) above, all Indebtedness consisting of Loans and Letter of Credit
Exposure to the extent otherwise included therein and (iii) the current
portion of deferred income taxes.

"CONTINUING DIRECTOR" shall mean, at any date, an individual (a) who
is a member of the Board of Directors of the Borrower on the date hereof,
(b) who, as at such date, has been a member of such Board of Directors for
at least the 12 preceding months, (c) who has been nominated to be a member
of such Board of Directors, directly or indirectly, by KKR or one of its
Affiliates or Persons nominated by KKR or one of its Affiliates or (d) who
has been nominated to be a member of such Board of Directors by a majority
of the other Continuing Directors then in office.

"CONVERTED RESTRICTED SUBSIDIARY" shall have the meaning provided in
the definition of the term "Consolidated EBITDA".

"CONVERTED UNRESTRICTED SUBSIDIARY" shall have the meaning provided in
the definition of the term "Consolidated EBITDA".

"CREDIT DOCUMENTS" shall mean this Agreement, the Guarantee, the
Pledge Agreement and any promissory notes issued by the Borrower hereunder.

"CREDIT EVENT" shall mean and include the making (but not the
conversion or continuation) of a Loan and the issuance of a Letter of
Credit.

"CREDIT PARTY" shall mean each of the Borrower and the Guarantors.

"CUMULATIVE CONSOLIDATED NET INCOME AVAILABLE TO STOCKHOLDERS" means,
as of any date of determination, Consolidated Net Income less cash
dividends paid with respect to capital stock for the period (taken as one
accounting period) commencing on the Closing Date and ending on the last
day of the most recent fiscal quarter for which Section 9.1 Financials have
been delivered to the Lenders under Section 9.1.

"DEBT INCURRENCE PREPAYMENT EVENT" shall mean any issuance or
incurrence by the Borrower or any of the Restricted Subsidiaries of any
Indebtedness (excluding (a) the Subordinated Notes to the extent that the
Net Cash Proceeds therefrom are applied to repay the principal of, and
accrued interest on, the Subordinated Loans and (b) any other Indebtedness
permitted to be issued or incurred under Section 10.1).

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

"DEFAULTING LENDER" shall mean any Lender with respect to which a
Lender Default is in effect.

"DIVIDENDS" shall have the meaning provided in Section 10.6.

"DOCUMENTATION AGENT" shall mean Bankers Trust Company, together with
its affiliates, as the documentation agent for the Lenders under this
Agreement and the other Credit Documents.

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

"DOMESTIC SUBSIDIARY" shall mean each Subsidiary of the Borrower that
is organized under the laws of the United States, any state or territory
thereof, or the District of Columbia.

"DRAWING" shall have the meaning provided in Section 3.4(b).

"ENVIRONMENTAL CLAIMS" shall mean any and all administrative,
regulatory or judicial actions, suits, demands, demand letters, claims,
liens, notices of noncompliance or violation, investigations (other than
internal reports prepared by the Borrower or any of its Subsidiaries (a) in
the ordinary course of such Person's business or (b) as required in
connection with a financing transaction or an acquisition or disposition of
real estate) or proceedings relating in any way to any Environmental Law or
any permit issued, or any approval given, under any such Environmental Law
(hereinafter, "CLAIMS"), including, without limitation, (i) 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 (ii) any and all Claims by any third party
seeking damages, contribution, indemnification, cost recovery, compensation
or injunctive relief resulting from Hazardous Materials or arising from
alleged injury or threat of injury to health, safety or the environment.

"ENVIRONMENTAL LAW" shall mean any applicable Federal, state, foreign
or local statute, law, rule, regulation, ordinance, code and rule of common
law now or hereafter in effect and in each case as amended, and any binding
judicial or administrative interpretation thereof, including any binding
judicial or administrative order, consent decree or judgment, relating to
the environment, human health or safety or Hazardous Materials.

"ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended from time to time. 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) that together with the Borrower or a Subsidiary would be deemed
to be a "single employer" within the meaning of Section 414(b) or (c) of
the Code or, solely for purposes of Section 302 of ERISA and Section 412 of
the Code, is treated as a single employer under Section 414 of the Code.

"EURODOLLAR LOAN" shall mean any Eurodollar Term Loan or Eurodollar
Revolving Credit Loan.

"EURODOLLAR RATE" shall mean, in the case of any Eurodollar Term Loan
or Eurodollar Revolving Credit Loan, with respect to each day during each
Interest Period pertaining to such Eurodollar Loan, the rate of interest
determined on the basis of the rate

for deposits in Dollars for a period equal to such Interest Period
commencing on the first day of such Interest Period appearing on Page 3750
of the Telerate screen as of 11:00 A.M., London time, two Business Days
prior to the beginning of such Interest Period. In the event that such
rate does not appear on Page 3750 of the Telerate Service (or otherwise on
such service), the "Eurodollar Rate" for the purposes of this paragraph
shall be determined by reference to such other publicly available service
for displaying eurodollar rates as may be agreed upon by the Administrative
Agent and the Borrower or, in the absence of such agreement, the
"Eurodollar Rate" for the purposes of this paragraph shall instead be the
rate per annum notified to the Administrative Agent by the Reference Lender
as the rate at which the Reference Lender is offered Dollar deposits at or
about 10:00 A.M., New York time, two Business Days prior to the beginning
of such Interest Period, in the interbank eurodollar market where the
eurodollar and foreign currency and exchange operations in respect of its
Eurodollar Loans are then being conducted for delivery on the first day of
such Interest Period for the number of days comprised therein and in an
amount comparable to the amount of its Eurodollar Term Loan or Eurodollar
Revolving Credit Loan, as the case may be, to be outstanding during such
Interest Period.

"EURODOLLAR REVOLVING CREDIT LOAN" shall mean any Revolving Credit
Loan bearing interest at a rate determined by reference to the Eurodollar
Rate.

"EURODOLLAR TERM LOAN" shall mean any Term Loan bearing interest at a
rate determined by reference to the Eurodollar Rate.

"EVENT OF DEFAULT" shall have the meaning provided in Section 11.

"EXCESS CASH FLOW" shall mean, for any period, an amount equal to the
excess of (a) the sum, without duplication, of (i) Consolidated Net Income
for such period, (ii) an amount equal to the amount of all non-cash charges
to the extent deducted in arriving at such Consolidated Net Income, (iii)
decreases in Consolidated Working Capital for such period and (iv) an
amount equal to the aggregate net non-cash loss on the sale, lease,
transfer or other disposition of assets by the Borrower and the Restricted
Subsidiaries during such period (other than sales in the ordinary course of
business) to the extent deducted in arriving at such Consolidated Net
Income OVER (b) the sum, without duplication, of (i) an amount equal to the
amount of all non-cash credits included in arriving at such Consolidated
Net Income, (ii) the aggregate amount actually paid by the Borrower and the
Restricted Subsidiaries in cash during such period on account of Capital
Expenditures (excluding the principal amount of Indebtedness incurred in
connection with such Capital Expenditures, whether incurred in such period
or in a subsequent period), (iii) the aggregate amount of all prepayments
of Revolving Credit Loans and Swingline Loans made during such period to
the extent accompanying reductions of the Total Revolving Credit
Commitments, (iv) the aggregate amount of all principal payments of
Indebtedness of the Borrower or the Restricted Subsidiaries (including,
without limitation, any Term Loans and the principal component of payments
in respect of Capitalized Lease Obligations but excluding Revolving Credit
Loans and Swingline Loans) made during such period (other than in respect
of any revolving credit facility to the extent there is not an equivalent
permanent reduction in commitments thereunder), (v) an amount equal to the
aggregate net non-cash gain on the sale, lease, transfer or other
disposition of assets by the Borrower and the Restricted Subsidiaries
during such period (other than sales in the ordinary course of business) to
the extent included in arriving at such Consolidated Net Income,
(vi) increases in Consolidated

Working Capital for such period, (vii) payments by the Borrower and the
Restricted Subsidiaries during such period in respect of long-term
liabilities of the Borrower and the Restricted Subsidiaries other than
Indebtedness, (viii) the amount of investments made during such period
pursuant to Section 10.5 to the extent that such investments were financed
with internally generated cash flow of the Borrower and the Restricted
Subsidiaries, (ix) the amount of dividends paid during such period pursuant
to clause (b), (c), (d) or (e) of the proviso to Section 10.6, (x) the
aggregate amount of expenditures actually made by the Borrower and the
Restricted Subsidiaries in cash during such period (including, without
limitation, expenditures for the payment of financing fees) to the extent
that such expenditures are not expensed during such period and (xi) the
aggregate amount of any premium, make-whole or penalty payments actually
paid in cash by the Borrower and the Restricted Subsidiaries during such
period that are required to be made in connection with any prepayment of
Indebtedness and that are accounted for as extraordinary items.

"FEDERAL FUNDS EFFECTIVE RATE" shall mean, for any day, the weighted
average of the per annum rates on overnight federal funds transactions with
members of the Federal Reserve System arranged by federal funds brokers, as
published on the next succeeding Business Day by the Federal Reserve Bank
of New York, or, if such rate is not so published for any day that is a
Business Day, the average of the quotations for the day of such
transactions received by the Administrative Agent from three federal funds
brokers of recognized standing selected by it.

"FEES" shall mean all amounts payable pursuant to, or referred to in,
Section 4.1.

"FINAL DATE" shall mean the date on which the Revolving Credit
Commitments shall have terminated, no Revolving Credit Loans shall be
outstanding and the Letter of Credit Outstandings shall have been reduced
to zero.

"FOREIGN SUBSIDIARY" shall mean each Subsidiary of the Borrower that
is not a Domestic Subsidiary.

"FRONTING FEE" shall have the meaning provided in Section 4.1(c).

"FUNDED DEBT" shall mean all Indebtedness of the Borrower and the
Restricted Subsidiaries for borrowed money that matures more than one year
from the date of its creation or matures within one year from such date
that is renewable or extendable, at the option of the Borrower or one of
the Restricted Subsidiaries, to a date more than one year from such date or
arises under a revolving credit or similar agreement that obligates the
lender or lenders to extend credit during a period of more than one year
from such date, including, without limitation, all amounts of Funded Debt
required to be paid or prepaid within one year from the date of its
creation and, in the case of the Borrower, Indebtedness in respect of the
Loans.

"GAAP" shall mean generally accepted accounting principles in the
United States of America as in effect from time to time; PROVIDED, HOWEVER,
that if there occurs after the date hereof any change in GAAP that affects
in any respect the calculation of any covenant contained in Section 10, the
Lenders and the Borrower shall negotiate in good faith amendments to the
provisions of this Agreement that relate to the calculation of such
covenant with the intent of having the respective positions of the Lenders
and the Borrower after such change in GAAP conform as nearly as possible to
their respective

positions as of the date of this Agreement and, until any such amendments
have been agreed upon, the covenants in Section 10 shall be calculated as
if no such change in GAAP has occurred.

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

"GUARANTEE" shall mean and include the Guarantee, made by each
Guarantor in favor of the Administrative Agent for the benefit of the
Lenders, substantially in the form of Exhibit A, as the same may be
amended, supplemented or otherwise modified from time to time.

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

"GUARANTOR" shall mean each Domestic Subsidiary of the Borrower that
is a Restricted Subsidiary and is or becomes a party to the Guarantee.

"HAZARDOUS MATERIALS" shall mean (a) any petroleum or petroleum
products, radioactive materials, friable asbestos, urea formaldehyde foam
insulation, transformers or other equipment that contain dielectric fluid
containing regulated 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 waste", "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.

"HEDGE AGREEMENTS" shall mean interest rate swap, cap or collar
agreements, interest rate future or option contracts, currency swap
agreements, currency future or option contracts and other similar
agreements entered into by the Borrower in order to protect the Borrower or
any of the Restricted Subsidiaries against fluctuations in interest rates
or currency exchange rates.

"INDEBTEDNESS" of any Person shall mean (a) all indebtedness of such
Person for borrowed money, (b) the deferred purchase price of assets or
services that in accordance with GAAP would be shown on the liability side
of the balance sheet of such Person, (c) the face amount of all letters of
credit issued for the account of such Person and, without duplication, all
drafts drawn thereunder, (d) all Indebtedness of a second Person secured by
any Lien on any property owned by such first Person, whether or not such
Indebtedness has been assumed, (e) all Capitalized Lease Obligations of
such Person, (f) all obligations of such Person under interest rate swap,
cap or collar agreements, interest rate future or option contracts,
currency swap agreements, currency future or option contracts and other
similar agreements and (g) without duplication, all Guarantee Obligations
of such Person, PROVIDED that Indebtedness shall not include trade payables
and accrued expenses, in each case arising in the ordinary course of
business.

"INTEREST PERIOD" shall mean, with respect to any Term Loan or
Revolving Credit Loan, the interest period applicable thereto, as
determined pursuant to Section 2.9.

"INVENTORY REDUCTION IMPACT" shall mean, for any period, the aggregate
amount of increase in cost of goods sold resulting from a planned reduction
in inventory during such period, relative to the aggregate cost of goods
sold that would have been in effect but for the effect of such planned
reduction, PROVIDED that the aggregate amount of Inventory Reduction Impact
shall not exceed (a) $20,000,000 during the term of this Agreement and (b)
$10,000,000 in any one fiscal year.

"JUNIOR PREFERRED STOCK" shall mean the Borrower's Junior Cumulative
Pay-in-Kind Preferred Stock, par value $0.01 per share.

"KKR" shall mean each of Kohlberg Kravis Xxxxxxx & Co., L.P. and KKR
Associates, L.P.

"L/C MATURITY DATE" shall mean the date that is five Business Days
prior to the Revolving Credit Maturity Date.

"L/C PARTICIPANT" shall have the meaning provided in Section 3.3(a).

"L/C PARTICIPATION" shall have the meaning provided in Section 3.3(a).

"LENDER" shall have the meaning provided in the preamble to this
Agreement.

"LENDER DEFAULT" shall mean (a) the failure (which has not been cured)
of a Lender to make available its portion of any Borrowing or to fund its
portion of any unreimbursed payment under Section 3.3 or (b) a Lender
having notified the Administrative Agent and/or the Borrower that it does
not intend to comply with the obligations under Section 2.1(b), 2.1(d) or
3.3, in the case of either clause (a) or clause (b) above, as a result of
the appointment of a receiver or conservator with respect to such Lender at
the direction or request of any regulatory agency or authority.

"LETTER OF CREDIT" shall mean each standby letter of credit issued
pursuant to Section 3.1.

"LETTER OF CREDIT COMMITMENT" shall mean $25,000,000, as the same may
be reduced from time to time pursuant to Section 3.1.

"LETTER OF CREDIT EXPOSURE" shall mean, with respect to any Lender,
such Lender's Revolving Credit Commitment Percentage of the Letter of
Credit Outstanding.

"LETTER OF CREDIT FEE" shall have the meaning provided in Section
4.1(b).

"LETTER OF CREDIT ISSUER" shall mean Chase, any of its Affiliates or
any successor pursuant to Section 3.6.

"LETTER OF CREDIT OUTSTANDING" shall mean, at any time, the sum of,
without duplication, (a) the aggregate Stated Amount of all outstanding
Letters of Credit and (b) the aggregate amount of all Unpaid Drawings in
respect of all Letters of Credit.

"LETTER OF CREDIT REQUEST" shall have the meaning provided in Section
3.2.

"LEVEL I STATUS" shall mean, on any date, the Consolidated Total Debt
to Consolidated EBITDA Ratio is greater than or equal to 6.00:1.00 as of
such date.

"LEVEL II STATUS" shall mean, on any date, the circumstance that
Level I Status does not exist and the Consolidated Total Debt to
Consolidated EBITDA Ratio is greater than or equal to 5.50:1.00 as of such
date.

"LEVEL III STATUS" shall mean, on any date, the circumstance that
neither Level I Status nor Level II Status exists and the Consolidated
Total Debt to Consolidated EBITDA Ratio is greater than or equal to
5.00:1.00 as of such date.

"LEVEL IV STATUS" shall mean, on any date, the circumstance that none
of Level I Status, Level II Status or Level III Status exists and the
Consolidated Total Debt to Consolidated EBITDA Ratio is greater than or
equal to 4.50:1.00 as of such date.

"LEVEL V STATUS" shall mean, on any date, the circumstance that none
of Level I Status, Level II Status, Level III Status or Level IV Status
exists and the Consolidated Total Debt to Consolidated EBITDA Ratio is
greater than or equal to 4.00:1.00 as of such date.

"LEVEL VI STATUS" shall mean, on any date, the circumstance that none
of Level I Status, Level II Status, Level III Status, Level IV Status or
Level V Status exists and the Consolidated Total Debt to Consolidated
EBITDA Ratio is greater than or equal to 3.25:1.00 as of such date.

"LEVEL VII STATUS" shall mean, on any date, the circumstance that the
Consolidated Total Debt to Consolidated EBITDA Ratio is less than 3.25:1.00
as of such date.

"LIEN" shall mean any mortgage, pledge, security interest,
hypothecation, assignment, lien (statutory or other) or similar encumbrance
(including any agreement to give any of the foregoing, any conditional sale
or other title retention agreement or any lease in the nature thereof).

"LOAN" shall mean any Revolving Credit Loan, Swingline Loan or Term
Loan made by any Lender hereunder.

"MANAGEMENT GROUP" shall mean, at any time, the Chairman of the Board,
the President, any Executive Vice President or Vice President, the
Treasurer and the Secretary of the Borrower at such time.

"MANDATORY BORROWING" shall have the meaning provided in Section
2.1(d).

"MARGIN STOCK" shall have the meaning provided in Regulation U.

"MATERIAL ADVERSE CHANGE" shall mean any change in the business,
assets, operations, properties or financial condition of the Borrower and
its Subsidiaries taken as a whole that would materially adversely affect
the ability of the Borrower and the other Credit Parties taken as a whole
to perform their obligations under this Agreement and the other Credit
Documents taken as a whole.

"MATERIAL ADVERSE EFFECT" shall mean a circumstance or condition
affecting the business, assets, operations, properties or financial
condition of the Borrower and its Subsidiaries taken as a whole that would
materially adversely affect (a) the ability of the Borrower and the other
Credit Parties taken as a whole to perform their obligations under this
Agreement and the other Credit Documents taken as a whole or (b) the rights
and remedies of the Administrative Agent and the Lenders under this
Agreement and the other Credit Documents taken as a whole.

"MATERIAL SUBSIDIARY" shall mean, at any date of determination, any
Restricted Subsidiary of the Borrower (a) whose total assets at the last
day of the Test Period ending on the last day of the most recent fiscal
period for which Section 9.1 Financials have been delivered were equal to
or greater than 5% of the consolidated total assets of the Borrower and the
Restricted Subsidiaries at such date or (b) whose gross revenues for such
Test Period were equal to or greater than 5% of the consolidated gross
revenues of the Borrower and the Restricted Subsidiaries for such period,
in each case determined in accordance with GAAP.

"MATURITY DATE" shall mean the Term Loan Maturity Date or the
Revolving Credit Maturity Date.

"MINIMUM BORROWING AMOUNT" shall mean (a) with respect to a Borrowing
of Term Loans or Revolving Credit Loans, $1,000,000 and (b) with respect to
a Borrowing of Swingline Loans, $100,000.

"MINORITY INVESTMENT" shall mean any Person (other than a Subsidiary)
in which the Borrower or any Restricted Subsidiary owns capital stock or
other equity interests.

"MOODY'S" shall mean Xxxxx'x Investors Service, Inc. or any successor
by merger or consolidation to its business.

"NET CASH PROCEEDS" shall mean, with respect to any Prepayment Event
or any issuance by the Borrower of equity securities, (a) the gross cash
proceeds (including payments from time to time in respect of installment
obligations, if applicable) received

by or on behalf of the Borrower or any of the Restricted Subsidiaries in
respect of such Prepayment Event or issuance, as the case may be, less
(b) the sum of:

(i) in the case of any Prepayment Event, the amount, if any, of
all taxes paid or estimated to be payable by the Borrower or any of
the Restricted Subsidiaries in connection with such Prepayment Event,

(ii) in the case of any Prepayment Event, the amount of any
reasonable reserve established in accordance with GAAP against any
liabilities (other than any taxes deducted pursuant to clause
(i) above) (A) associated with the assets that are the subject of such
Prepayment Event and (B) retained by the Borrower or any of the
Restricted Subsidiaries, PROVIDED that the amount of any subsequent
reduction of such reserve (other than in connection with a payment in
respect of any such liability) shall be deemed to be Net Cash Proceeds
of such a Prepayment Event occurring on the date of such reduction,

(iii) in the case of any Prepayment Event, the amount of any
Indebtedness secured by a Lien on the assets that are the subject of
such Prepayment Event to the extent that the instrument creating or
evidencing such Indebtedness requires that such Indebtedness be repaid
upon consummation of such Prepayment Event,

(iv) in the case of any Asset Sale Prepayment Event, the amount
of any proceeds of such Asset Sale Prepayment Event that the Borrower
has reinvested (or intends to reinvest within one year of the date of
such Asset Sale Prepayment Event) in the business of the Borrower or
any of the Restricted Subsidiaries (subject to Section 9.14), PROVIDED
that any portion of such proceeds that has not been so reinvested
within such one-year period shall (x) be deemed to be Net Cash
Proceeds of an Asset Sale Prepayment Event occurring on the last day
of such one-year period and (y) be applied to the repayment of Term
Loans in accordance with Section 5.2(a)(i), PROVIDED FURTHER that, for
purposes of the preceding proviso, such one-year period shall be
extended by up to twelve months from the last day of such one-year
period so long as (A) such proceeds are to be reinvested within such
additional twelve-month period under the Borrower's business plan as
most recently adopted in good faith by its Board of Directors and
(B) the Borrower believes in good faith that such proceeds will be so
reinvested within such additional twelve-month period, and

(v) in the case of any Prepayment Event or any issuance by the
Borrower of equity securities, reasonable and customary fees,
commissions, expenses, issuance costs, discounts and other costs paid
by the Borrower or any of the Restricted Subsidiaries in connection
with such Prepayment Event or issuance, as the case may be (other than
those payable to the Borrower or any Subsidiary of the Borrower), in
each case only to the extent not already deducted in arriving at the
amount referred to in clause (a) above.

"NON-DEFAULTING LENDER" shall mean and include each Lender other than
a Defaulting Lender.

"NON-EXCLUDED TAXES" shall have the meaning provided in Section
5.4(a).

"NOTICE OF BORROWING" shall have the meaning provided in Section 2.3.

"NOTICE OF CONVERSION OR CONTINUATION" shall have the meaning provided
in Section 2.6.

"OBLIGATIONS" shall mean all monetary amounts of every type or
description at any time owing to the Administrative Agent, any Lender or,
in the case of Hedge Agreements, any affiliate of a Lender pursuant to the
terms of this Agreement, any other Credit Document or any Hedge Agreement.

"PARTICIPANT" shall have the meaning provided in Section 13.6(a)(ii).

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

"PERMITTED ACQUISITION" shall mean the acquisition, by merger or
otherwise, by the Borrower or any of the Restricted Subsidiaries of assets
or capital stock or other equity interests, so long as (a) such acquisition
and all transactions related thereto shall be consummated in accordance
with applicable law; (b) such acquisition shall, in the case of the
acquisition of capital stock or other equity interests by the Borrower or
any Restricted Domestic Subsidiary, result in the issuer of such capital
stock or other equity interests becoming a Restricted Domestic Subsidiary
and a direct Restricted Domestic Subsidiary in the case of such an
acquisition by the Borrower; (c) after giving effect to such acquisition,
no Default or Event of Default shall have occurred and be continuing; and
(d) the Borrower shall be in compliance, on a pro forma basis after giving
effect to such acquisition (including any Indebtedness assumed or permitted
to exist or incurred pursuant to Sections 10.1(j) and 10.1(k),
respectively, and any related Pro Forma Adjustment), with the covenants set
forth in Sections 10.9, 10.10 and 10.11, as such covenants are recomputed
as at the last day of the most recently ended Test Period under such
Sections as if such acquisition had occurred on the first day of such Test
Period.

"PERMITTED INVESTMENTS" shall mean (a) securities issued or
unconditionally guaranteed by the United States government or any agency or
instrumentality thereof, in each case having maturities of not more than 24
months from the date of acquisition thereof; (b) securities issued by any
state of the United States of America or any political subdivision of any
such state or any public instrumentality thereof or any political
subdivision of any such state or any public instrumentality thereof having
maturities of not more than 24 months from the date of acquisition thereof
and, at the time of acquisition, having an investment grade rating
generally obtainable from either S&P or Xxxxx'x (or, if at any time neither
S&P nor Xxxxx'x shall be rating such obligations, then from another
nationally recognized rating service); (c) commercial paper issued by any
Lender or any bank holding company owning any Lender; (d) commercial paper
maturing no more than 12 months after the date of creation thereof and, at
the time of acquisition, having a rating of at least A-2 or P-2 from either
S&P or Moody's (or, if at any time neither S&P nor Moody's shall be rating
such obligations, an equivalent rating from another nationally recognized
rating service); (e) domestic and eurodollar certificates of deposit or
bankers' acceptances maturing no more than two years after the date of
acquisition thereof issued by any Lender or any other bank having combined
capital and surplus of not less than $250,000,000 in the case of domestic
banks and $100,000,000 (or the dollar equivalent thereof) in the case of
foreign banks; (f) repurchase agreements with a term of not more than
30 days for underlying securities of the type described in clauses (a), (b)
and (e) above entered into with any bank meeting the qualifications
specified in clause (e) above or securities dealers of recognized national

standing; (g) shares of investment companies that are registered under the
Investment Company Act of 1940 and invest solely in one or more of the
types of securities described in clauses (a) through (f) above; and (h) in
the case of investments by any Restricted Foreign Subsidiary, other
customarily utilized high-quality investments in the country where such
Restricted Foreign Subsidiary is located.

"PERMITTED LIENS" shall mean (a) Liens for taxes, assessments or
governmental charges or claims not yet due or which are being contested in
good faith and by appropriate proceedings for which appropriate reserves
have been established in accordance with GAAP; (b) Liens in respect of
property or assets of the Borrower or any of its Subsidiaries imposed by
law, such as carriers', warehousemen's and mechanics' Liens and other
similar Liens arising in the ordinary course of business, in each case so
long as such Liens arise in the ordinary course of business and do not
individually or in the aggregate have a Material Adverse Effect; (c) Liens
arising from judgments or decrees in circumstances not constituting an
Event of Default under Section 11.9; (d) Liens incurred or deposits made in
connection with workers' compensation, unemployment insurance and other
types of social security, or to secure the performance of tenders,
statutory obligations, surety and appeal bonds, bids, leases, government
contracts, performance and return-of-money bonds and other similar
obligations incurred in the ordinary course of business; (e) ground leases
in respect of real property on which facilities owned or leased by the
Borrower or any of its Subsidiaries are located; (f) easements,
rights-of-way, restrictions, minor defects or irregularities in title and
other similar charges or encumbrances not interfering in any material
respect with the business of the Borrower and its Subsidiaries taken as a
whole; (g) any interest or title of a lessor or secured by a lessor's
interest under any lease permitted by this Agreement; (h) Liens in favor of
customs and revenue authorities arising as a matter of law to secure
payment of customs duties in connection with the importation of goods;
(i) Liens on goods the purchase price of which is financed by a documentary
letter of credit issued for the account of the Borrower or any of its
Subsidiaries, PROVIDED that such Lien secures only the obligations of the
Borrower or such Subsidiaries in respect of such letter of credit to the
extent permitted under Section 10.1; and (j) leases or subleases granted to
others not interfering in any material respect with the business of the
Borrower and its Subsidiaries, taken as a whole.

"PERMITTED SALE LEASEBACK" shall mean any Sale Leaseback consummated
by the Borrower or any of the Restricted Subsidiaries after the Closing
Date, PROVIDED that such Sale Leaseback is consummated for fair value as
determined at the time of consummation in good faith by the Borrower and,
in the case of any Permitted Sale Leaseback (or series of related Permitted
Sales Leasebacks) the aggregate proceeds of which exceed $20,000,000, the
Board of Directors of the Borrower (which such determination may take into
account any retained interest or other investment of the Borrower or such
Restricted Subsidiary in connection with, and any other material economic
terms of, such Sale Leaseback).

"PERSON" shall mean any individual, partnership, joint venture, firm,
corporation, limited liability company, association, trust or other
enterprise or any Governmental Authority.

"PLAN" shall mean any multiemployer or single-employer plan, as
defined in Section 4001 of ERISA and subject to Title IV of ERISA, that is
or was within any of the preceding five plan years maintained or
contributed to by (or to which there is or was an

obligation to contribute or to make payments of) the Borrower, a Subsidiary
or an ERISA Affiliate.

"PLEDGE AGREEMENT" shall mean and include the Pledge Agreement entered
into by the Borrower, the other pledgors party thereto and the
Administrative Agent for the benefit of the Lenders, substantially in the
form of Exhibit B, as the same may be amended, supplemented or otherwise
modified from time to time.

"PLEDGED SUBSIDIARY" shall mean, at any date of determination, any
Domestic Subsidiary of the Borrower all the capital stock of which has been
pledged to the Administrative Agent, for the benefit of the Lenders, on
such date in accordance with Section 9.12.

"PREPAYMENT EVENT" shall mean any Asset Sale Prepayment Event, Debt
Incurrence Prepayment Event or any Permitted Sale Leaseback.

"PRIME RATE" shall mean the rate of interest per annum publicly
announced from time to time by the Administrative Agent as its reference
rate in effect at its principal office in New York City (the Prime Rate not
being intended to be the lowest rate of interest charged by Chase in
connection with extensions of credit to debtors).

"PRO FORMA ADJUSTMENT" shall mean, for any test period that includes
any of the six fiscal quarters first following any Permitted Acquisition,
with respect to the Acquired EBITDA of the applicable Acquired Entity or
Business, the pro forma increase or decrease in such Acquired EBITDA
projected by the Borrower in good faith as a result of reasonably
identifiable and supportable net cost savings or additional net costs, as
the case may be, realizable during such period by combining the operations
of such Acquired Entity or Business with the operations of the Borrower and
its Subsidiaries, PROVIDED that so long as such net cost savings or
additional net costs will be realizable at any time during such period, it
may be assumed, for purposes of projecting such pro forma increase or
decrease to such Acquired EBITDA, that such net cost savings or additional
net costs will be realizable during the entire such period, PROVIDED
FURTHER that any such pro forma increase or decrease to such Acquired
EBITDA shall be without duplication for net cost savings or additional net
costs actually realized during such period and already included in such
Acquired EBITDA.

"PRO FORMA ADJUSTMENT CERTIFICATE" shall mean any certificate of an
Authorized Officer of the Borrower delivered pursuant to Section 9.1(h) or
setting forth the information described in clause (iv) to Section 9.1(d).

"RECAPITALIZATION" shall mean the recapitalization of the Borrower
pursuant to the Recapitalization Agreement.

"RECAPITALIZATION AGREEMENT" shall mean the Recapitalization Agreement
dated March 2, 1998, among Corning Incorporated, the Borrower, CCPC and
Xxxxxx, as the same may be amended, supplemented or otherwise modified from
time to time.

"REFERENCE LENDER" shall mean Chase.

"REGISTER" shall have the meaning provided in Section 13.6(c).

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

"REGULATION T" shall mean Regulation T of the Board as from time to
time in effect and any successor to all or a portion thereof establishing
margin requirements.

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

"REGULATION X" shall mean Regulation X of the Board as from time to
time in effect and any successor to all or a portion thereof establishing
margin requirements.

"REMAINING EQUITY" shall mean all the Borrower Common Stock that
(a) is in existence on the Closing Date after giving effect to the
Recapitalization and (b) is not beneficially owned, directly or indirectly,
by Xxxxxx, KKR, KKR's Affiliates or the Management Group on the Closing
Date pursuant to the 1998 management equity plan, including any additional
Borrower Common Stock or other capital stock or equity interests in the
Borrower issued in respect of such Borrower Common Stock in existence on
the Closing Date as a result of a stock split, recapitalization, merger,
combination, consolidation or otherwise, but excluding any management
equity plan or stock option plan or similar agreement.

"REPAYMENT AMOUNT" shall have the meaning provided in Section 2.5(b).

"REPAYMENT DATE" shall have the meaning provided in Section 2.5(b).

"REPLACEMENT PREFERRED STOCK" shall mean preferred stock of the
Borrower that (a) is issued in exchange for, or to replace or refinance,
all or a portion of the Junior Preferred Stock and (b) may include, at the
election of the Borrower, (i) provisions for required cash dividends (at a
rate per annum not in excess of 12%), (ii) provisions for transferability,
(iii) provisions for voting rights and/or board representation upon the
occurrence of non-payment of dividends and (iv) such other terms as the
Administrative Agent shall be reasonably satisfied are at least as
advantageous to the Lenders in all respects material to their interests as
the terms of the Junior Preferred Stock.

"REPORTABLE EVENT" shall mean an event described in Section 4043 of
ERISA and the regulations thereunder.

"REQUIRED LENDERS" shall mean, at any date, (a) Non-Defaulting Lenders
having or holding a majority of the sum of (i) the Adjusted Total Revolving
Credit Commitment at such date, (ii) the Adjusted Total Term Loan
Commitment at such date and (iii) the outstanding principal amount of the
Term Loans (excluding the Term Loans held by Defaulting Lenders) at such
date or (b) if the Total Revolving Credit Commitment and the Total Term
Loan Commitment have been terminated or for the purposes of acceleration
pursuant to Section 11, the holders (excluding Defaulting Lenders) of a
majority of the outstanding principal amount of the Loans and Letter of
Credit Exposures (excluding the Loans and Letter of Credit Exposures of
Defaulting Lenders) in the aggregate at such date.

"REQUIRED REVOLVING CREDIT LENDERS" shall mean, at any date,
(a) Non-Defaulting Lenders having or holding a majority of the Adjusted
Total Revolving Credit

Commitment at such date or (b) if the Total Revolving Credit Commitment has
been terminated, the holders (excluding Defaulting Lenders) of a majority
of the outstanding principal amount of the Revolving Credit Loans and
Letter of Credit Exposures (excluding the Loans and Letter of Credit
Exposures of Defaulting Lenders) in the aggregate at such date.

"REQUIRED TERM LOAN LENDERS" shall mean, at any date,
(a) Non-Defaulting Lenders having or holding a majority of the sum of
(i) the Adjusted Total Term Loan Commitment at such date and (ii) the
outstanding principal amount of the Term Loans (excluding the Term Loans
held by Defaulting Lenders) in the aggregate at such date or (b) if the
Total Term Loan Commitment has been terminated or for the purposes of
acceleration pursuant to Section 11 , the holders (excluding Defaulting
Lenders) of a majority of the outstanding principal amount of the Term
Loans (excluding the Term Loans of Defaulting Lenders) in the aggregate at
such date.

"REQUIREMENT OF LAW" shall mean, as to any Person, the Certificate of
Incorporation and By-Laws or other organizational or governing documents of
such Person, and any law, treaty, rule or regulation or determination of an
arbitrator or a court or other Governmental Authority, in each case
applicable to or binding upon such Person or any of its property or assets
or to which such Person or any of its property or assets is subject.

"RESTRICTED DOMESTIC SUBSIDIARY" shall mean each Restricted Subsidiary
that is also a Domestic Subsidiary.

"RESTRICTED FOREIGN SUBSIDIARY" shall mean any Foreign Subsidiary that
is also a Restricted Subsidiary.

"RESTRICTED SUBSIDIARY" shall mean any Subsidiary of the Borrower
other than an Unrestricted Subsidiary.

"REVOLVING CREDIT COMMITMENT" shall mean, (a) with respect to each
Lender that is a Lender on the date hereof, the amount set forth opposite
such Lender's name on Schedule 1.1 as such Lender's "Revolving Credit
Commitment" and (b) in the case of any Lender that becomes a Lender after
the date hereof, the amount specified as such Lender's "Revolving Credit
Commitment" in the Assignment and Acceptance pursuant to which such Lender
assumed a portion of the Total Revolving Credit Commitment, in each case as
the same may be changed from time to time pursuant to the terms hereof.

"REVOLVING CREDIT COMMITMENT PERCENTAGE" shall mean at any time, for
each Lender, the percentage obtained by dividing such Lender's Revolving
Credit Commitment by the Total Revolving Credit Commitment, PROVIDED that
at any time when the Total Revolving Credit Commitment shall have been
terminated, each Lender's Revolving Credit Commitment Percentage shall be
its Revolving Credit Commitment Percentage as in effect immediately prior
to such termination.

"REVOLVING CREDIT LOAN" shall have the meaning provided in
Section 2.1.

"REVOLVING CREDIT MATURITY DATE" shall mean the date that is seven
years after the Closing Date, or, if such date is not a Business Day, the
next preceding Business Day.

"SALE LEASEBACK" shall mean any transaction or series of related
transactions pursuant to which the Borrower or any of the Restricted
Subsidiaries (a) sells, transfers or otherwise disposes of any property,
real or personal, whether now owned or hereafter acquired, and (b) as part
of such transaction, thereafter rents or leases such property or other
property that it intends to use for substantially the same purpose or
purposes as the property being sold, transferred or disposed.

"S&P" shall mean Standard & Poor's Ratings Service or any successor by
merger or consolidation to its business.

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

"SECTION 9.1 FINANCIALS" shall mean the financial statements
delivered, or required to be delivered, pursuant to Section 9.1(a) or (b)
together with the accompanying officer's certificate delivered, or required
to be delivered, pursuant to Section 9.1(e).

"SOLD ENTITY OR BUSINESS" shall have the meaning provided in the
definition of the term "Consolidated EBITDA".

"SPECIFIED SUBSIDIARY" shall mean, at any date of determination,
(a) any Material Subsidiary or (b) any Unrestricted Subsidiary (i) whose
total assets at the last day of the Test Period ending on the last day of
the most recent fiscal period for which Section 9.1 Financials have been
delivered were equal to or greater than 15% of the consolidated total
assets of the Borrower and its Subsidiaries at such date or (ii) whose
gross revenues for such Test Period were equal to or greater than 15% of
the consolidated gross revenues of the Borrower and its Subsidiaries for
such period, in each case determined in accordance with GAAP.

"STATED AMOUNT" of any Letter of Credit shall mean the maximum amount
from time to time available to be drawn thereunder, determined without
regard to whether any conditions to drawing could then be met.

"STATUS" shall mean, as to the Borrower as of any date, the existence
of Level I Status, Level II Status, Level III Status, Level IV Status,
Level V Status, Level VI Status or Level VII Status, as the case may be, on
such date. Changes in Status resulting from changes in the Consolidated
Total Debt to Consolidated EBITDA Ratio shall become effective (the date of
such effectiveness, the "EFFECTIVE DATE") as of the first day following the
last day of the most recent fiscal year or period for which (a) Section 9.1
Financials are delivered to the Lenders under Section 9.1 and (b) an
officer's certificate is delivered by the Borrower to the Lenders setting
forth, with respect to such Section 9.1 Financials, the then-applicable
Status, and shall remain in effect until the next change to be effected
pursuant to this definition, PROVIDED that (i) if the Borrower shall have
made any payments in respect of interest or commitment fees during the
period (the "INTERIM PERIOD") from and including the Effective Date to but
excluding the day any change in Status is determined as provided above,
then the amount of the next such payment due on or after such day shall be
increased or decreased by an amount equal to any underpayment or
overpayment so made by the Borrower during such Interim Period,
(ii) notwithstanding the foregoing, for the period from and including the
Closing Date to but excluding the date that the Borrower shall deliver the
Section 9.1 Financials for the fiscal year ended December 31, 1998, the
Status of the Borrower for purposes of this

Agreement shall be Level III Status, provided that in the event that (A)
the aggregate principal amount of the Subordinated Loans is less than
$200,000,000 after giving effect to the repayment thereof with the proceeds
of the Loans or (B) the Borrower issues less than $200,000,000 in aggregate
principal amount of Subordinated Notes, the Status of the Borrower during
such period shall be Level II Status, and (iii) each determination of the
Consolidated Total Debt to Consolidated EBITDA Ratio pursuant to this
definition shall be made with respect to the Test Period ending at the end
of the fiscal period covered by the relevant financial statements.

"SUBORDINATED LOANS" shall mean the $471,600,000 aggregate principal
amount of subordinated loans made by Xxxxxx and an Affiliate of Xxxxxx to
the Borrower on April 1, 1998, pursuant to the Subordinated Promissory
Notes.

"SUBORDINATED NOTE INDENTURE" shall mean the Indenture between the
Borrower and a trustee to be determined, pursuant to which the Subordinated
Notes will be issued, as the same may be amended, supplemented or otherwise
modified from time to time.

"SUBORDINATED NOTES" shall mean not less than $150,000,000 aggregate
principal amount of Senior Subordinated Notes due 2008 of the Borrower
(a) issued pursuant to the Subordinated Note Indenture, (b) bearing a rate
of interest determined by the Board of Directors of the Borrower to be a
market rate of issuance at the date of issuance thereof and (c) having
other terms customary for similar issuances under similar market conditions
or otherwise on terms reasonably acceptable to the Agents.

"SUBORDINATED PROMISSORY NOTES" shall mean the collective reference to
(a) the Subordinated Promissory Note dated April 1, 1998, between the
Borrower, as Maker, and Xxxxxx, as Lender, and (b) the Subordinated
Promissory Note dated April 1, 1998, between the Borrower, as Maker, and BW
Holdings, LLC, as Lender.

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

"SWINGLINE COMMITMENT" shall mean $25,000,000.

"SWINGLINE LOANS" shall have the meaning provided in Section 2.1(c).

"SWINGLINE MATURITY DATE" shall mean, with respect to any Swingline
Loan, the date that is five Business Days prior to the Revolving Credit
Maturity Date.

"SYNDICATION AGENT" shall mean Salomon Brothers Holding Company Inc,
together with its affiliates, as the syndication agent for the Lenders
under this Agreement and the other Credit Documents.

"TERM LOAN" shall have the meaning provided in Section 2.1.

"TERM LOAN COMMITMENT" shall mean, (a) in the case of each Lender that
is a Lender on the date hereof, the amount set forth opposite such Lender's
name on Schedule 1.1 as such Lender's "Term Loan Commitment" and (b) in the
case of any Lender that becomes a Lender after the date hereof, the amount
specified as such Lender's "Term Loan Commitment" in the Assignment and
Acceptance pursuant to which such Lender assumed a portion of the Total
Term Loan Commitment, in each case as the same may be changed from time to
time pursuant to the terms hereof.

"TERM LOAN MATURITY DATE" shall mean the date that is eight years and
six months after the Closing Date, or, if such Date is not a Business Day,
the next preceding Business Day.

"TEST PERIOD" shall mean, for any determination under this Agreement,
the four consecutive fiscal quarters of the Borrower then last ended.

"THREE-MONTH SECONDARY CD RATE" shall mean, for any day, the secondary
market rate, expressed as a per annum rate, for three-month certificates of
deposit reported as being in effect on such day (or, if such day shall not
be a Business Day, the next preceding Business Day) by the Board through
the public information telephone line of the Federal Reserve Bank of New
York (which rate will, under the current practices of the Board, be
published in Federal Reserve Statistical Release H.15(519) during the week
following such day), or, if such rate shall not be so reported on such day
or such next preceding Business Day, the average of the secondary market
quotations for three-month certificates of deposit of major money center
banks in New York City received at approximately 10:00 A.M., New York time,
on such day (or, if such day shall not be a Business Day, on the next
preceding Business Day) by the Administrative Agent from three New York
City negotiable certificate of deposit dealers of recognized standing
selected by it.

"TOTAL COMMITMENT" shall mean the sum of the Total Term Loan
Commitment and the Total Revolving Credit Commitment.

"TOTAL CREDIT EXPOSURE" shall mean, at any date, the sum of (a) the
Total Revolving Credit Commitment at such date, (b) the Total Term Loan
Commitment at such date and (c) the outstanding principal amount of all
Term Loans at such date.

"TOTAL REVOLVING CREDIT COMMITMENT" shall mean the sum of the
Revolving Credit Commitments of all the Lenders.

"TOTAL TERM LOAN COMMITMENT" shall mean the sum of the Term Loan
Commitments of all the Lenders.

"TRANSACTION EXPENSES" shall mean any fees or expenses incurred or
paid by the Borrower or any of its Subsidiaries in connection with the
Recapitalization, the financing therefor and the other transactions
contemplated hereby and thereby.

"TRANSFEREE" shall have the meaning provided in Section 13.6(e).

"TYPE" shall mean (a) as to any Term Loan, its nature as an ABR Loan
or a Eurodollar Term Loan and (b) as to any Revolving Credit Loan, its
nature as an ABR Loan or a Eurodollar Revolving Credit Loan.

"UNFUNDED CURRENT LIABILITY" of any Plan shall mean the amount, if
any, by which the present value of the accrued benefits under the Plan as
of the close of its most recent plan year, determined in accordance with
Statement of Financial Accounting Standards No. 87 as in effect on the date
hereof, based upon the actuarial assumptions that would be used by the
Plan's actuary in a termination of the Plan, exceeds the fair market value
of the assets allocable thereto.

"UNPAID DRAWING" shall have the meaning provided in Section 3.4(a).

"UNRESTRICTED SUBSIDIARY" shall mean (a) any Subsidiary of the
Borrower that is formed or acquired after the Closing Date, PROVIDED that
at such time (or promptly thereafter) the Borrower designates such
Subsidiary an Unrestricted Subsidiary in a written notice to the
Administrative Agent, (b) any Restricted Subsidiary on the Closing Date
subsequently re-designated as an Unrestricted Subsidiary by the Borrower in
a written notice to the Administrative Agent, PROVIDED that such
re-designation shall be deemed to be an investment on the date of such
re-designation in an Unrestricted Subsidiary in an amount equal to the sum
of (i) the net worth of such re-designated Restricted Subsidiary
immediately prior to such re-designation (such net worth to be calculated
without regard to any Guarantee provided by such re-designated Restricted
Subsidiary) and (ii) the aggregate principal amount of any Indebtedness
owed by such re-designated Restricted Subsidiary to the Borrower or any
other Restricted Subsidiary immediately prior to such re-designation, all
calculated, except as set forth in the parenthetical to clause (i), on a
consolidated basis in accordance with GAAP, and (c) each Subsidiary of an
Unrestricted Subsidiary; PROVIDED, HOWEVER, that (i) at the time of any
written re-designation by the Borrower to the Administrative Agent of any
Unrestricted Subsidiary as a Restricted Subsidiary, the Unrestricted
Subsidiary so re-designated shall no longer constitute an Unrestricted
Subsidiary, (ii) no Unrestricted Subsidiary may be re-designated as a
Restricted Subsidiary if a Default or Event of Default would result from
such re-designation and (iii) no Restricted Subsidiary may be re-designated
as an Unrestricted Subsidiary if a Default or Event of Default would result
from such re-designation. On or promptly after the date of its formation,
acquisition or re-designation, as applicable, each Unrestricted Subsidiary
(other than an Unrestricted Subsidiary that is a Foreign Subsidiary) shall
have entered into a tax sharing agreement containing terms that, in the
reasonable judgment of the Administrative Agent, provide for an appropriate
allocation of tax liabilities and benefits.

"VOTING STOCK" shall mean, with respect to any Person, shares of such
Person's capital stock having the right to vote for the election of
directors of such Person under ordinary circumstances.

SECTION 2. AMOUNT AND TERMS OF CREDIT.

2.1 COMMITMENTS. (a) Subject to and upon the terms and conditions
herein set forth, each Lender having a Term Loan Commitment severally agrees to
make a loan or loans (each a "TERM LOAN" and, collectively, the "TERM LOANS") to
the Borrower, which Term Loans (i) shall be made on the Closing Date, (ii) may,
at the option of the Borrower, be incurred and maintained as, and/or converted
into, ABR Loans or Eurodollar Term Loans, PROVIDED that all

Term Loans made by each of the Lenders pursuant to the same Borrowing shall,
unless otherwise specifically provided herein, consist entirely of Term Loans of
the same Type, (iii) may be repaid in accordance with the provisions hereof, but
once repaid, may not be reborrowed, (iv) shall not exceed for any such Lender
the Term Loan Commitment of such Lender and (v) shall not exceed in the
aggregate the Total Term Loan Commitment. On the Term Loan Maturity Date, all
Term Loans shall be repaid in full.

(b) Subject to and upon the terms and conditions herein set forth,
each Lender having a Revolving Credit Commitment severally agrees to make a loan
or loans (each a "REVOLVING CREDIT LOAN" and, collectively, the "REVOLVING
CREDIT LOANS") to the Borrower, which Revolving Credit Loans (i) shall be made
at any time and from time to time on and after the Closing Date and prior to the
Revolving Credit Maturity Date, (ii) may, at the option of the Borrower, be
incurred and maintained as, and/or converted into, ABR Loans or Eurodollar
Revolving Credit Loans, PROVIDED that all Revolving Credit Loans made by each of
the Lenders pursuant to the same Borrowing shall, unless otherwise specifically
provided herein, consist entirely of Revolving Credit Loans of the same Type,
(iii) may be repaid and reborrowed in accordance with the provisions hereof,
(iv) shall not exceed for any such Lender at any time outstanding that aggregate
principal amount which, when added to the product of (x) such Lender's Revolving
Credit Commitment Percentage and (y) the sum of (I) the aggregate Letter of
Credit Outstanding at such time AND (II) the aggregate principal amount of all
Swingline Loans then outstanding, equals the Revolving Credit Commitment of such
Lender at such time and (v) shall not, after giving effect thereto and to the
application of the proceeds thereof, exceed for all Lenders at any time
outstanding the aggregate principal amount that, when added to the sum of (x)
the Letter of Credit Outstanding at such time and (y) the aggregate principal
amount of all Swingline Loans then outstanding, equals the Total Revolving
Credit Commitment then in effect. On the Revolving Credit Maturity Date, all
Revolving Credit Loans shall be repaid in full.

(c) Subject to and upon the terms and conditions herein set forth,
Chase in its individual capacity agrees, at any time and from time to time on
and after the Closing Date and prior to the Swingline Maturity Date, to make a
loan or loans (each a "SWINGLINE LOAN" and, collectively, the "SWINGLINE LOANS")
to the Borrower, which Swingline Loans (i) shall be ABR Loans, (ii) shall have
the benefit of the provisions of Section 2.1(d), (iii) shall not exceed at any
time outstanding the Swingline Commitment, (iv) shall not, after giving effect
thereto and to the application of the proceeds thereof, exceed in the aggregate
at any time outstanding the principal amount that, when added to the aggregate
principal amount of all Revolving Credit Loans then outstanding and all Letter
of Credit Outstanding at such time, equals the Total Revolving Credit Commitment
then in effect and (v) may be repaid and reborrowed in accordance with the
provisions hereof. On the Swingline Maturity Date, each outstanding Swingline
Loan shall be repaid in full. Chase shall not make any Swingline Loan after
receiving a written notice from the Borrower or any Lender stating that a
Default or Event of Default exists and is continuing until such time as Chase
shall have received written notice of (i) rescission of all such notices from
the party or parties originally delivering such notice or (ii) the waiver of
such Default or Event of Default in accordance with the provisions of Section
13.1.

(d) On any Business Day, Chase may, in its sole discretion, give
notice to the Lenders that all then-outstanding Swingline Loans shall be funded
with a Borrowing of Revolving Credit Loans, in which case a Borrowing of
Revolving Credit Loans constituting ABR Loans (each such Borrowing, a "MANDATORY
BORROWING") shall be made on the immediately succeeding Business Day by all
Lenders PRO RATA based on each Lender's Revolving Credit Commitment Percentage,
and the proceeds thereof shall be applied directly to Chase to repay Chase for
such outstanding Swingline Loans. Each Lender hereby irrevocably agrees to make

such Revolving Credit 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 to it in writing by Chase notwithstanding (i)
that the amount of the Mandatory Borrowing may not comply with the minimum
amount for each Borrowing specified in Section 2.2, (ii) whether any conditions
specified in Section 7 are then satisfied, (iii) whether a Default or an Event
of Default has occurred and is continuing, (iv) the date of such Mandatory
Borrowing or (v) any reduction in the Total Commitment after any such Swingline
Loans were made. In the event that, in the sole judgment of Chase, any
Mandatory Borrowing cannot for any reason be made on the date otherwise required
above (including, without limitation, as a result of the commencement of a
proceeding under the Bankruptcy Code in respect of the Borrower), each Lender
hereby agrees that it shall forthwith purchase from Chase (without recourse or
warranty) such participation of the outstanding Swingline Loans as shall be
necessary to cause the Lenders to share in such Swingline Loans ratably based
upon their respective Revolving Credit Commitment Percentages, PROVIDED that all
principal and interest payable on such Swingline Loans shall be for the account
of Chase until the date the respective participation is purchased and, to the
extent attributable to the purchased participation, shall be payable to the
Lender purchasing same from and after such date of purchase.

2.2 MINIMUM AMOUNT OF EACH BORROWING; MAXIMUM NUMBER OF BORROWINGS.
The aggregate principal amount of each Borrowing of Term Loans, Revolving Credit
Loans or Swingline Loans shall be in a multiple of $100,000 and shall not be
less than the Minimum Borrowing Amount with respect thereto (except that
Mandatory Borrowings shall be made in the amounts required by Section 2.1(d)).
More than one Borrowing may be incurred on any date, PROVIDED that at no time
shall there be outstanding more than 20 Borrowings of Eurodollar Loans under
this Agreement.

2.3 NOTICE OF BORROWING. (a) The Borrower shall give the
Administrative Agent at the Administrative Agent's Office (i) prior to 12:00
Noon (New York time) at least three Business Days' prior written notice (or
telephonic notice promptly confirmed in writing) of the Borrowing of Term Loans
if all or any of such Term Loans are to be initially Eurodollar Loans and
(ii) prior written notice (or telephonic notice promptly confirmed in writing)
prior to 10:00 A.M. (New York time) on the date of the Borrowing of Term Loans
if all such Term Loans are to be ABR Loans. Such notice (together with each
notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(b) and
each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(c), a
"NOTICE OF BORROWING") shall be irrevocable and shall specify (i) the aggregate
principal amount of the Term Loans to be made, (ii) the date of the borrowing
(which shall be a Business Day and, in the case of the initial borrowing, shall
be the Closing Date) and (iii) whether the Term Loans shall consist of ABR Loans
and/or Eurodollar Term Loans and, if the Term Loans are to include Eurodollar
Term Loans, the Interest Period to be initially applicable thereto. The
Administrative Agent shall promptly give each Lender written notice (or
telephonic notice promptly confirmed in writing) of each proposed Borrowing of
Term Loans, of such Lender's proportionate share thereof and of the other
matters covered by the related Notice of Borrowing.

(b) Whenever the Borrower desires to incur Revolving Credit Loans
hereunder (other than Mandatory Borrowings or borrowings to repay Unpaid
Drawings), it shall give the Administrative Agent at the Administrative Agent's
Office, c/o The Loan and Agency Services Group, (i) prior to 12:00 Noon (New
York time) at least three Business Days' prior written notice (or telephonic
notice promptly confirmed in writing) of each Borrowing of Eurodollar Revolving
Credit Loans and (ii) prior to 12:00 Noon (New York time) at least one Business
Day's prior written notice (or telephonic notice promptly confirmed in writing)
of each Borrowing of ABR

Loans. Each such Notice of Borrowing, except as otherwise expressly provided in
Section 2.10, shall be irrevocable and shall specify (i) the aggregate principal
amount of the Revolving Credit Loans to be made pursuant to such Borrowing, (ii)
the date of Borrowing (which shall be a Business Day) and (iii) whether the
respective Borrowing shall consist of ABR Loans or Eurodollar Revolving Credit
Loans and, if Eurodollar Revolving Credit Loans, the Interest Period to be
initially applicable thereto. The Administrative Agent shall promptly give each
Lender written notice (or telephonic notice promptly confirmed in writing) of
each proposed Borrowing of Revolving Credit Loans, of such Lender's
proportionate share thereof and of the other matters covered by the related
Notice of Borrowing.

(c) Whenever the Borrower desires to incur Swingline Loans hereunder,
it shall give the Administrative Agent written notice (or telephonic notice
promptly confirmed in writing) of each Borrowing of Swingline Loans prior to
1:00 P.M. (New York time) on the date of such Borrowing. Each such notice shall
be irrevocable and shall specify (i) the aggregate principal amount of the
Swingline Loans to be made pursuant to such Borrowing and (ii) the date of
Borrowing (which shall be a Business Day). The Administrative Agent shall
promptly give Chase written notice (or telephonic notice promptly confirmed in
writing) of each proposed Borrowing of Swingline Loans and of the other matters
covered by the related Notice of Borrowing.

(d) Mandatory Borrowings shall be made upon the notice specified in
Section 2.1(d), with the Borrower irrevocably agreeing, by its incurrence of any
Swingline Loan, to the making of Mandatory Borrowings as set forth in such
Section.

(e) Borrowings to reimburse Unpaid Drawings shall be made upon the
notice specified in Section 3.4(c).

(f) Without in any way limiting the obligation of the Borrower to
confirm in writing any notice it may give hereunder by telephone, the
Administrative Agent may act prior to receipt of written confirmation without
liability upon the basis of such telephonic notice believed by the
Administrative Agent in good faith to be from an Authorized Officer of the
Borrower. In each such case the Borrower hereby waives the right to dispute the
Administrative Agent's record of the terms of any such telephonic notice.

2.2 DISBURSEMENT OF FUNDS. (a) No later than 12:00 Noon (New York
time) on the date specified in each Notice of Borrowing (including Mandatory
Borrowings), each Lender will make available its PRO RATA portion, if any, of
each Borrowing requested to be made on such date in the manner provided below,
PROVIDED that all Swingline Loans shall be made available in the full amount
thereof by Chase no later than 2:00 P.M. (New York time) on the date requested.

(b) Each Lender shall make available all amounts it is to fund under
any Borrowing in Dollars and immediately available funds to the Administrative
Agent at the Administrative Agent's Office and the Administrative Agent will
(except in the case of Mandatory Borrowings and Borrowings to repay Unpaid
Drawings) make available to the Borrower by depositing to the Borrower's account
at the Administrative Agent's Office the aggregate of the amounts so made
available in Dollars and the type of funds received. Unless the Administrative
Agent shall have been notified by any Lender prior to the date of any such
Borrowing that such Lender does not intend to make available to the
Administrative Agent its portion of the Borrowing or Borrowings to be made on
such date, the Administrative Agent may assume that such Lender has made such
amount available to the Administrative Agent on such date of Borrowing, and the
Administrative Agent, in reliance upon such assumption, may (in its

sole discretion and without any obligation to do so) make available to the
Borrower a corresponding amount. If such corresponding amount is not in fact
made available to the Administrative Agent by such Lender and the Administrative
Agent has made available same to the Borrower, the Administrative Agent shall be
entitled to recover such corresponding amount from such Lender. If such Lender
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 from such Lender 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 to the
date such corresponding amount is recovered by the Administrative Agent, at a
rate per annum equal to (i) if paid by such Lender, the Federal Funds Effective
Rate or (ii) if paid by the Borrower, the then-applicable rate of interest,
calculated in accordance with Section 2.8, for the respective Loans.

(c) Nothing in this Section 2.4 shall be deemed to relieve any Lender
from its obligation to fulfill its commitments hereunder or to prejudice any
rights that the Borrower may have against any Lender as a result of any default
by such Lender hereunder (it being understood, however, that no Lender shall be
responsible for the failure of any other Lender to fulfill its commitments
hereunder).

2.5 REPAYMENT OF LOANS; EVIDENCE OF DEBT. (a) The Borrower shall
repay to the Administrative Agent, for the benefit of the Lenders, (i) on the
Term Loan Maturity Date, the then-unpaid Term Loans, and (ii) on the Revolving
Credit Maturity Date, the then-unpaid Revolving Credit Loans. The Borrower
shall repay to the Administrative Agent, for the account of Chase, on the
Swingline Maturity Date, the then-unpaid Swingline Loans.

(b) The Borrower shall repay to the Administrative Agent, for the
benefit of the Lenders of Term Loans, on each date set forth below (each a
"REPAYMENT DATE"), the principal amount of the Term Loans set forth below
opposite such Repayment Date (each a "REPAYMENT AMOUNT"):

Number of Months From Closing Date Repayment Amount
---------------------------------- ----------------

12 $ 2,000,000
24 2,000,000
36 2,000,000
48 2,000,000
60 2,000,000
72 2,000,000
84 2,000,000
96 2,000,000
102 184,000,000

To the extent that the aggregate principal amount of Term Loans outstanding at
5:00 P.M. (New York time) on the Closing Date is less than $200,000,000, the
Repayment Amounts shall automatically be decreased, in the inverse order of
maturity, by the amount of such difference.

(c) Each Lender shall maintain in accordance with its usual practice
an account or accounts evidencing the indebtedness of the Borrower to the
appropriate lending office of such Lender resulting from each Loan made by such
lending office of such Lender from time to time,

including the amounts of principal and interest payable and paid to such lending
office of such Lender from time to time under this Agreement.

(d) The Administrative Agent shall maintain the Register pursuant to
Section 13.6, and a subaccount for each Lender, in which Register and
subaccounts (taken together) shall be recorded (i) the amount of each Loan made
hereunder, whether such Loan is a Term Loan, a Revolving Credit Loan or a
Swingline Loan, the Type of each Loan made and the Interest Period applicable
thereto, (ii) the amount of any principal or interest due and payable or to
become due and payable from the Borrower to each Lender or Chase hereunder and
(iii) the amount of any sum received by the Agent hereunder from the Borrower
and each Lender's share thereof.

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

2.6 CONVERSIONS AND CONTINUATIONS. (a) The Borrower shall have the
option on any Business Day to convert all or a portion equal to at least the
Minimum Borrowing Amount of the outstanding principal amount of Term Loans or
Revolving Credit Loans of one Type into a Borrowing or Borrowings of another
Type or to continue the outstanding principal amount of any Eurodollar Term
Loans or Eurodollar Revolving Credit Loans as Eurodollar Term Loans or
Eurodollar Revolving Credit Loans, as the case may be, for an additional
Interest Period, PROVIDED that (i) no partial conversion of Eurodollar Term
Loans or Eurodollar Revolving Credit Loans shall reduce the outstanding
principal amount of Eurodollar Term Loans or Eurodollar Revolving Credit Loans
made pursuant to a single Borrowing to less than the Minimum Borrowing Amount,
(ii) ABR Loans may not be converted into Eurodollar Term Loans or Eurodollar
Revolving Credit Loans if a Default or Event of Default is in existence on the
date of the conversion and the Administrative Agent has or the Required Lenders
have determined in its or their sole discretion not to permit such conversion,
(iii) Eurodollar Loans may not be continued as Eurodollar Term Loans or
Eurodollar Revolving Credit Loans for an additional Interest Period if a Default
or Event of Default is in existence on the date of the proposed continuation and
the Administrative Agent has or the Required Lenders have determined in its or
their sole discretion not to permit such continuation and (iv) Borrowings
resulting from conversions pursuant to this Section 2.6 shall be limited in
number as provided in Section 2.2. Each such conversion or continuation shall
be effected by the Borrower by giving the Administrative Agent at the
Administrative Agent's Office prior to 12:00 Noon (New York time) at least three
Business Days' (or one Business Day's notice in the case of a conversion into
ABR Loans) prior written notice (or telephonic notice promptly confirmed in
writing) (each a "NOTICE OF CONVERSION OR CONTINUATION") specifying the Term
Loans or Revolving Credit Loans to be so converted or continued, the Type of
Term Loans or Revolving Credit Loans to be converted or continued into and, if
such Term Loans or Revolving Credit Loans are to be converted into or continued
as Eurodollar Term Loans or Eurodollar Revolving Credit Loans, the Interest
Period to be initially applicable thereto. The Administrative Agent shall give
each Lender notice as promptly as practicable of any such proposed conversion or
continuation affecting any of its Term Loans or Revolving Credit Loans.

(b) If any Default or Event of Default is in existence at the time of
any proposed continuation of any Eurodollar Term Loans or Eurodollar Revolving
Credit Loans and the

Administrative Agent has or the Required Lenders have determined in its or their
sole discretion not to permit such continuation, such Eurodollar Term Loans or
Eurodollar Revolving Credit Loans shall be automatically converted on the last
day of the current Interest Period into ABR Loans. If upon the expiration of
any Interest Period in respect of Eurodollar Term Loans or Eurodollar Revolving
Credit Loans, the Borrower has failed to elect a new Interest Period to be
applicable thereto as provided in paragraph (a) above, the Borrower shall be
deemed to have elected to convert such Borrowing of Eurodollar Term Loans or
Eurodollar Revolving Credit Loans, as the case may be, into a Borrowing of ABR
Loans effective as of the expiration date of such current Interest Period.

2.7 PRO RATA BORROWINGS. Each Borrowing of Term Loans or Revolving
Credit Loans under this Agreement shall be granted by the Lenders PRO RATA on
the basis of their then-applicable Commitments. It is understood that no Lender
shall be responsible for any default by any other Lender in its obligation to
make Loans hereunder and that each Lender shall be obligated to make the Loans
provided to be made by it hereunder, regardless of the failure of any other
Lender to fulfill its commitments hereunder.

2.8 INTEREST. (a) The unpaid principal amount of each ABR Loan shall
bear interest from the date of the Borrowing thereof until maturity (whether by
acceleration or otherwise) at a rate per annum that shall at all times be the
Applicable ABR Margin plus the ABR in effect from time to time.

(b) The unpaid principal amount of each Eurodollar Term Loan or
Eurodollar Revolving Credit Loan shall bear interest from the date of the
Borrowing thereof until maturity thereof (whether by acceleration or otherwise)
at a rate per annum that shall at all times be the Applicable Eurodollar Margin
in effect from time to time plus the relevant Eurodollar Rate.

(c) If all or a portion of (i) the principal amount of any Loan or
(ii) any interest payable thereon shall not be paid when due (whether at the
stated maturity, by acceleration or otherwise), such overdue amount shall bear
interest at a rate per annum that is (x) in the case of overdue principal, the
rate that would otherwise be applicable thereto PLUS 2% or (y) in the case of
any overdue interest, to the extent permitted by applicable law, the rate
described in Section 2.8(a) PLUS 2% from and including the date of such
non-payment to but excluding the date on which such amount is paid in full
(after as well as before judgment).

(d) Interest on each Loan shall accrue from and including the date of
any Borrowing to but excluding the date of any repayment thereof and shall be
payable (i) in respect of each ABR Loan, quarterly in arrears on the last day of
each March, June, September and December, (ii) in respect of each Eurodollar
Term Loan or Eurodollar Revolving Credit 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, (iii) in respect of each Loan (except, in the case
of prepayments, any ABR Loan), on any prepayment (on the amount prepaid), at
maturity (whether by acceleration or otherwise) and, after such maturity, on
demand.

(e) All computations of interest hereunder shall be made in accordance
with Section 5.5.

(f) The Administrative Agent, upon determining the interest rate for
any Borrowing of Eurodollar Loans, shall promptly notify the Borrower and the
relevant Lenders thereof. Each such determination shall, absent clearly
demonstrable error, be final and conclusive and binding on all parties hereto.

2.9 INTEREST PERIODS. At the time the Borrower gives a Notice of
Borrowing or Notice of Conversion or Continuation in respect of the making of,
or conversion into or continuation as, a Borrowing of Eurodollar Term Loans or
Eurodollar Revolving Credit Loans (in the case of the initial Interest Period
applicable thereto) or prior to 10:00 A.M. (New York time) on the third Business
Day prior to the expiration of an Interest Period applicable to a Borrowing of
Eurodollar Term Loans or Eurodollar Revolving Credit Loans, the Borrower shall
have the right to elect by giving the Administrative Agent written notice (or
telephonic notice promptly confirmed in writing) the Interest Period applicable
to such Borrowing, which Interest Period shall, at the option of the Borrower,
be a one, two, three, six or (in the case of Revolving Credit Loans, if
available to all the Lenders making such loans as determined by such Lenders in
good faith based on prevailing market conditions) a nine or twelve month period,
PROVIDED that the initial Interest Period may be for a period less than one
month if agreed upon by the Borrower and the Agents. Notwithstanding anything
to the contrary contained above:

(a) the initial Interest Period for any Borrowing of Eurodollar
Term Loans or Eurodollar Revolving Credit Loans shall commence on the date
of such Borrowing (including the date of any conversion from a Borrowing of
ABR Loans) and each Interest Period occurring thereafter in respect of such
Borrowing shall commence on the day on which the next preceding Interest
Period expires;

(b) if any Interest Period relating to a Borrowing of Eurodollar
Term Loans or Eurodollar Revolving Credit Loans begins on the last Business
Day of a calendar month or 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
the calendar month at the end of such Interest Period;

(c) if any Interest Period would otherwise expire on a day that
is not a Business Day, such Interest Period shall expire on the next
succeeding Business Day, PROVIDED that if any Interest Period in respect of
a Eurodollar Term Loan or Eurodollar Revolving Credit Loan would otherwise
expire on a day that 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; and

(d) the Borrower shall not be entitled to elect any Interest
Period in respect of any Eurodollar Term Loan or Eurodollar Revolving
Credit Loan if such Interest Period would extend beyond the applicable
Maturity Date of such Loan.

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

(i)on any date for determining the Eurodollar Rate for any Interest
Period that, by reason of any changes arising on or after the Closing 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 Lender shall incur increased costs or
reductions in the amounts received or receivable hereunder with respect to
any Eurodollar Loans (other than any such increase or reduction
attributable to taxes) because of (x) any change since the date hereof in
any applicable law, governmental rule, regulation, guideline or order (or
in the interpretation or

administration thereof and including the introduction of any new law or
governmental rule, regulation, guideline or order), such as, for example,
but not limited to, a change in official reserve requirements, and/or (y)
other circumstances affecting the interbank Eurodollar market or the
position of such Lender in such market; or

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

then, and in any such event, such Lender (or the Administrative Agent, in the
case of clause (i) above) shall within a reasonable time thereafter give notice
(if by telephone confirmed in writing) to the Borrower and to the Administrative
Agent of such determination (which notice the Administrative Agent shall
promptly transmit to each of the other Lenders). Thereafter (x) in the case of
clause (i) above, Eurodollar Term Loans and Eurodollar Revolving Credit Loans
shall no longer be available until such time as the Administrative Agent
notifies the Borrower and the Lenders that the circumstances giving rise to such
notice by the Administrative Agent no longer exist (which notice the
Administrative Agent agrees to give at such time when such circumstances no
longer exist), and any Notice of Borrowing or Notice of Conversion given by the
Borrower with respect to Eurodollar Term Loans or Eurodollar Revolving Credit
Loans that have not yet been incurred shall be deemed rescinded by the Borrower,
(y) in the case of clause (ii) above, the Borrower shall pay to such Lender,
promptly after receipt of 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 Lender in its reasonable discretion shall determine) as
shall be required to compensate such Lender for such increased costs or
reductions in amounts receivable hereunder (it being agreed that a written
notice as to the additional amounts owed to such Lender, showing in reasonable
detail the basis for the calculation thereof, submitted to the Borrower by such
Lender shall, absent clearly demonstrable error, be final and conclusive and
binding upon all parties hereto) and (z) in the case of clause (iii) above, the
Borrower shall take one of the actions specified in Section 2.10(b) as promptly
as possible and, in any event, within the time period required by law.

(b) At any time that any Eurodollar Loan is affected by the
circumstances described in Section 2.10(a)(ii) or (iii), the Borrower may (and
in the case of a Eurodollar Loan affected pursuant to Section 2.10(a)(iii)
shall) either (i) if the affected Eurodollar Loan is then being made pursuant to
a Borrowing, cancel said Borrowing by giving the Administrative Agent telephonic
notice (confirmed promptly in writing) thereof on the same date that the
Borrower was notified by a Lender pursuant to Section 2.10(a)(ii) or (iii) or
(ii) if the affected Eurodollar Loan is then outstanding, upon at least three
Business Days' notice to the Administrative Agent, require the affected Lender
to convert each such Eurodollar Revolving Credit Loan and Eurodollar Term Loan
into an ABR Loan, PROVIDED that if more than one Lender is affected at any time,
then all affected Lenders must be treated in the same manner pursuant to this
Section 2.10(b).

(c) If, after the date hereof, the adoption of any applicable law,
rule or regulation regarding capital adequacy, or any change therein, or any
change in the interpretation or administration thereof by any governmental
authority, the National Association of Insurance Commissioners, central bank or
comparable agency charged with the interpretation or administration thereof, or
compliance by a Lender or its parent with any request or directive made or
adopted after the date hereof regarding capital adequacy (whether or not having
the

force of law) of any such authority, association, central bank or comparable
agency, has or would have the effect of reducing the rate of return on such
Lender's or its parent's capital or assets as a consequence of such Lender's
commitments or obligations hereunder to a level below that which such Lender or
its parent could have achieved but for such adoption, effectiveness, change or
compliance (taking into consideration such Lender's or its parent's policies
with respect to capital adequacy), then from time to time, promptly after demand
by such Lender (with a copy to the Administrative Agent), the Borrower shall pay
to such Lender such additional amount or amounts as will compensate such Lender
or its parent for such reduction, it being understood and agreed, however, that
a Lender shall not be entitled to such compensation as a result of such Lender's
compliance with, or pursuant to any request or directive to comply with, any
such law, rule or regulation as in effect on the date hereof. Each Lender, upon
determining in good faith that any additional amounts will be payable pursuant
to this Section 2.10(c), will give prompt written notice thereof to the
Borrower, which notice shall set forth in reasonable detail the basis of the
calculation of such additional amounts, although the failure to give any such
notice shall not, subject to Section 2.13, release or diminish any of the
Borrower's obligations to pay additional amounts pursuant to this Section
2.10(c) upon receipt of such notice.

2.11 COMPENSATION. If (a) any payment of principal of any Eurodollar
Term Loan or Eurodollar Revolving Credit Loan is made by the Borrower to or for
the account of a Lender other than on the last day of the Interest Period for
such Eurodollar Loan as a result of a payment or conversion pursuant to Section
2.5, 2.6, 2.10, 5.1, 5.2 or 13.7, as a result of acceleration of the maturity of
the Loans pursuant to Section 11 or for any other reason, (b) any Borrowing of
Eurodollar Term Loans or Eurodollar Revolving Credit Loans is not made as a
result of a withdrawn Notice of Borrowing, (c) any ABR Loan is not converted
into a Eurodollar Term Loan or Eurodollar Revolving Credit Loan as a result of a
withdrawn Notice of Conversion or Continuation, (d) any Eurodollar Loan is not
continued as a Eurodollar Term Loan or Eurodollar Revolving Credit Loan as a
result of a withdrawn Notice of Conversion or Continuation or (e) any prepayment
of principal of any Eurodollar Term Loan or Eurodollar Revolving Credit Loan is
not made as a result of a withdrawn notice of prepayment pursuant to Section 5.1
or 5.2, the Borrower shall, after receipt of a written request by such Lender
(which request shall set forth in reasonable detail the basis for requesting
such amount), pay to the Administrative Agent for the account of such Lender any
amounts required to compensate such Lender for any additional losses, costs or
expenses that such Lender may reasonably incur as a result of such payment,
failure to convert, failure to continue or failure to prepay, including, without
limitation, any loss, cost or expense (excluding loss of anticipated profits)
actually incurred by reason of the liquidation or reemployment of deposits or
other funds acquired by any Lender to fund or maintain such Eurodollar Loan.

2.12 CHANGE OF LENDING OFFICE. Each Lender agrees that, upon the
occurrence of any event giving rise to the operation of Section 2.10(a)(ii),
2.10(a)(iii), 2.10(b), 3.5 or 5.4 with respect to such Lender, it will, if
requested by the Borrower, use reasonable efforts (subject to overall policy
considerations of such Lender) to designate another lending office for any Loans
affected by such event, PROVIDED that such designation is made on such terms
that such Lender and its lending office suffer no economic, legal or regulatory
disadvantage, with the object of avoiding the consequence of the event giving
rise to the operation of any such Section. Nothing in this Section 2.12 shall
affect or postpone any of the obligations of the Borrower or the right of any
Lender provided in Section 2.10, 3.5 or 5.4.

2.13 NOTICE OF CERTAIN COSTS. Notwithstanding anything in this
Agreement to the contrary, to the extent any notice required by Section 2.10,
2.11, 3.5 or 5.4 is given by any Lender more than 180 days after such Lender has
knowledge (or should have had knowledge) of

the occurrence of the event giving rise to the additional cost, reduction in
amounts, loss, tax or other additional amounts described in such Sections, such
Lender shall not be entitled to compensation under Section 2.10, 2.11, 3.5 or
5.4, as the case may be, for any such amounts incurred or accruing prior to the
giving of such notice to the Borrower.

SECTION 3. LETTERS OF CREDIT.

3.1 LETTERS OF CREDIT. (a) Subject to and upon the terms and
conditions herein set forth, the Borrower, at any time and from time to time on
or after the Closing Date and prior to the L/C Maturity Date, may request that
the Letter of Credit Issuer issue, for the account of the Borrower, a standby
letter of credit or letters of credit in such form as may be approved by the
Letter of Credit Issuer in its reasonable discretion.

(b) Notwithstanding the foregoing, (i) no Letter of Credit shall be issued
the Stated Amount of which, when added to the Letter of Credit Outstanding at
such time, would exceed the Letter of Credit Commitment then in effect; (ii) no
Letter of Credit shall be issued the Stated Amount of which, when added to the
sum of (x) the Letter of Credit Outstanding at such time and (y) the aggregate
principal of all Revolving Credit Loans and Swingline Loans then outstanding,
would exceed the Total Revolving Credit Commitment then in effect; (iii) each
Letter of Credit shall have an expiry date occurring no later than one year
after the date of issuance thereof, unless otherwise agreed upon by the
Administrative Agent and the Letter of Credit Issuer, PROVIDED that in no event
shall such expiry date occur later than the L/C Maturity Date; (iv) each Letter
of Credit shall be denominated in Dollars; and (v) no Letter of Credit shall be
issued by the Letter of Credit Issuer after it has received a written notice
from the Borrower or any Lender stating that a Default or Event of Default has
occurred and is continuing until such time as the Letter of Credit Issuer shall
have received a written notice of (x) rescission of such notice from the party
or parties originally delivering such notice or (y) the waiver of such Default
or Event of Default in accordance with the provisions of Section 13.1.

(c) Upon at least one Business Day's prior written notice (or telephonic
notice promptly confirmed in writing) to the Administrative Agent and the Letter
of Credit Issuer (which notice the Administrative Agent shall promptly transmit
to each of the Lenders), the Borrower shall have the right, on any day,
permanently to terminate or reduce the Letter of Credit Commitment in whole or
in part, PROVIDED that, after giving effect to such termination or reduction,
the Letter of Credit Outstanding shall not exceed the Letter of Credit
Commitment.

3.2 LETTER OF CREDIT REQUESTS. (a) Whenever the Borrower desires
that a Letter of Credit be issued for its account, it shall give the
Administrative Agent and the Letter of Credit Issuer at least five (or such
lesser number as may be agreed upon by the Administrative Agent and the Letter
of Credit Issuer) Business Days' written notice thereof. Each notice shall be
executed by the Borrower and shall be in the form of Exhibit D (each a "LETTER
OF CREDIT REQUEST"). The Administrative Agent shall promptly transmit copies of
each Letter of Credit Request to each Lender.

(b) The making of each Letter of Credit Request shall be deemed to be a
representation and warranty by the Borrower that the Letter of Credit may be
issued in accordance with, and will not violate the requirements of, Section
3.1(b).

3.3 LETTER OF CREDIT PARTICIPATIONS. (a) Immediately upon the
issuance by the Letter of Credit Issuer of any Letter of Credit, the Letter of
Credit Issuer shall be deemed to have

sold and transferred to each other Lender that has a Revolving Credit Commitment
(each such other Lender, in its capacity under this Section 3.3, an "L/C
PARTICIPANT"), and each such L/C Participant shall be deemed irrevocably and
unconditionally to have purchased and received from the Letter of Credit Issuer,
without recourse or warranty, an undivided interest and participation (each an
"L/C PARTICIPATION"), to the extent of such L/C Participant's Revolving Credit
Commitment Percentage, in such Letter of Credit, each substitute 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 (although Letter of Credit Fees will be paid directly to the
Administrative Agent for the ratable account of the L/C Participants as provided
in Section 4.1(b) and the L/C Participants shall have no right to receive any
portion of any Fronting Fees).

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

(c) In the event that the Letter of Credit Issuer makes any payment
under any Letter of Credit issued by it and the Borrower shall not have repaid
such amount in full to the Letter of Credit Issuer pursuant to Section 3.4(a),
the Letter of Credit Issuer shall promptly notify the Administrative Agent and
each L/C Participant of such failure, and each L/C Participant shall promptly
and unconditionally pay to the Administrative Agent, for the account of the
Letter of Credit Issuer, the amount of such L/C Participant's Revolving Credit
Commitment Percentage of such unreimbursed payment in Dollars and in same day
funds; PROVIDED, HOWEVER, that no L/C Participant shall be obligated to pay to
the Administrative Agent for the account of the Letter of Credit Issuer its
Revolving Credit Commitment Percentage of such unreimbursed amount arising from
any wrongful payment made by the Letter of Credit Issuer under a Letter of
Credit as a result of acts or omissions constituting willful misconduct or gross
negligence on the part of the Letter of Credit Issuer. If the Letter of Credit
Issuer so notifies, prior to 11:00 A.M. (New York time) on any Business Day, any
L/C Participant required to fund a payment under a Letter of Credit, such L/C
Participant shall make available to the Administrative Agent for the account of
the Letter of Credit Issuer such L/C Participant's Revolving Credit Commitment
Percentage of the amount of such payment on such Business Day in same day funds.
If and to the extent such L/C Participant shall not have so made its Revolving
Credit Commitment Percentage of the amount of such payment available to the
Administrative Agent for the account of the Letter of Credit Issuer, such L/C
Participant agrees to pay to the Administrative Agent for the account of the
Letter of Credit Issuer, forthwith on demand, such amount, together with
interest thereon for each day from such date until the date such amount is paid
to the Administrative Agent for the account of the Letter of Credit Issuer at
the Federal Funds Effective Rate. The failure of any L/C Participant to make
available to the Administrative Agent for the account of the Letter of Credit
Issuer its Revolving Credit Commitment Percentage of any payment under any
Letter of Credit shall not relieve any other L/C Participant of its obligation
hereunder to make available to the Administrative Agent for the account of the
Letter of Credit Issuer its Revolving Credit Commitment Percentage of any
payment under such Letter of Credit on the date required, as specified above,
but no L/C Participant shall be responsible for the failure of any other L/C
Participant to make available to the Administrative Agent such other L/C
Participant's Revolving Credit Commitment Percentage of any such payment.

(d) Whenever the Letter of Credit Issuer receives a payment in respect
of an unpaid reimbursement obligation as to which the Administrative Agent has
received for the account of the Letter of Credit Issuer any payments from the
L/C Participants pursuant to paragraph (c) above, the Letter of Credit Issuer
shall pay to the Administrative Agent and the Administrative Agent shall
promptly pay to each L/C Participant that has paid its Revolving Credit
Commitment Percentage of such reimbursement obligation, in Dollars and in same
day funds, an amount equal to such L/C Participant's share (based upon the
proportionate aggregate amount originally funded by such L/C Participant to the
aggregate amount funded by all L/C Participants) of the principal amount of such
reimbursement obligation and interest thereon accruing after the purchase of the
respective L/C Participations.

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

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

(ii the existence of any claim, set-off, defense or other
right that the Borrower 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, the
Letter of Credit Issuer, any Lender or other Person, whether in connection
with this Agreement, any Letter of Credit, the transactions contemplated
herein or any unrelated transactions (including any underlying transaction
between the 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;

PROVIDED, HOWEVER, that no L/C Participant shall be obligated to pay to the
Administrative Agent for the account of the Letter of Credit Issuer its
Revolving Credit Commitment Percentage of any unreimbursed amount arising from
any wrongful payment made by the Letter of Credit Issuer under a Letter of
Credit as a result of acts or omissions constituting willful misconduct or gross
negligence on the part of the Letter of Credit Issuer.

3.4 AGREEMENT TO REPAY LETTER OF CREDIT DRAWINGS. (a) The Borrower
hereby agrees to reimburse the Letter of Credit Issuer, by making payment to the
Administrative Agent in Dollars in immediately available funds at the
Administrative Agent's Office, for any payment or disbursement made by the
Letter of Credit Issuer under any Letter of Credit (each such amount so paid
until reimbursed, an "UNPAID DRAWING") immediately after, and in any event on
the date of, such payment, with interest on the amount so paid or disbursed by
the Letter of Credit Issuer, to the extent not reimbursed prior to 5:00 P.M.
(New York time) on the date of

such payment or disbursement, from and including the date paid or disbursed to
but excluding the date the Letter of Credit Issuer is reimbursed therefor, at a
rate per annum that shall at all times be the Applicable ABR Margin plus the ABR
as in effect from time to time, PROVIDED that, notwithstanding anything
contained in this Agreement to the contrary, (i) unless the Borrower shall have
notified the Administrative Agent and the Letter of Credit Issuer prior to
10:00 A.M. on the date of such drawing that the Borrower intends to reimburse
the Letter of Credit Issuer for the amount of such drawing with funds other than
the proceeds of Loans, the Borrower shall be deemed to have given a Notice of
Borrowing to the Administrative Agent requesting that the Lenders make Revolving
Credit Loans (which shall initially be ABR Loans) on the date on which such
drawing is honored in an amount equal to the amount of such drawing and
(ii) each Lender shall, on such date, make Revolving Credit Loans in an amount
equal to such Lender's pro rata portion of such Borrowing in accordance with the
provisions of Section 2.4.

(b) The Borrower's obligations under this Section 3.4 to reimburse the
Letter of Credit Issuer with respect to Unpaid Drawings (including, in each
case, interest thereon) shall be absolute and unconditional under any and all
circumstances and irrespective of any setoff, counterclaim or defense to payment
that the Borrower or any other Person may have or have had against the Letter of
Credit Issuer, the Administrative Agent or any Lender (including in its capacity
as an L/C Participant), including, without limitation, any defense based upon
the failure of any drawing under a Letter of Credit (each a "DRAWING") to
conform to the terms of the Letter of Credit or any non-application or
misapplication by the beneficiary of the proceeds of such Drawing, PROVIDED that
the Borrower shall not be obligated to reimburse the Letter of Credit Issuer for
any wrongful payment made by the Letter of Credit Issuer under the Letter of
Credit issued by it as a result of acts or omissions constituting willful
misconduct or gross negligence on the part of the Letter of Credit Issuer.

(c) Each payment by the Letter of Credit Issuer under any Letter of
Credit shall constitute a request by the Borrower for an ABR Revolving Credit
Loan in the amount of the Unpaid Drawing in respect of such Letter of Credit.
The Letter of Credit Issuer shall notify the Borrower and the Administrative
Agent, by 10:00 A.M. (New York time) on any Business Day on which the Letter of
Credit Issuer intends to honor a drawing under a Letter of Credit, of (i) the
Letter of Credit Issuer's intention to honor such drawing and (ii) the amount
of such drawing. Unless otherwise instructed by the Borrower by 10:30 A.M. (New
York time) on such Business Day, the Administrative Agent shall promptly notify
each Lender of such drawing and the amount of its Revolving Credit Loan to be
made in respect thereof, and each Lender shall be irrevocably obligated to make
an ABR Revolving Credit Loan to the Borrower in the amount of its Revolving
Credit Commitment Percentage of the applicable Unpaid Drawing by 12:00 noon (New
York time) on such Business Day by making the amount of such Revolving Credit
Loan available to the Administrative Agent at the Administrative Agent's Office.
Such Revolving Credit Loans shall be made without regard to the Minimum
Borrowing Amount. The Administrative Agent shall use the proceeds of such
Revolving Credit Loans solely for purpose of reimbursing the Letter of Credit
Issuer for the related Unpaid Drawing.

3.5 INCREASED COSTS. If after the date hereof, the adoption of any
applicable law, rule or regulation, or any change therein, or any change in the
interpretation or administration thereof by any Governmental Authority, central
bank or comparable agency charged with the interpretation or administration
thereof, or actual compliance by the Letter of Credit Issuer or any L/C
Participant with any request or directive made or adopted after the date hereof
(whether or not having the force of law), by any such authority, central bank or
comparable agency shall either (a) impose, modify or make applicable any
reserve, deposit, capital adequacy or similar requirement against letters of
credit issued by the Letter of Credit Issuer, or any L/C Participant's

L/C Participation therein, or (b) impose on the Letter of Credit Issuer or any
L/C Participant any other conditions affecting its obligations under this
Agreement in respect of Letters of Credit or L/C Participations therein or any
Letter of Credit or such L/C Participant's L/C Participation therein; and the
result of any of the foregoing is to increase the cost to the Letter of Credit
Issuer or such L/C Participant of issuing, maintaining or participating in any
Letter of Credit, or to reduce the amount of any sum received or receivable by
the Letter of Credit Issuer or such L/C Participant hereunder (other than any
such increase or reduction attributable to taxes) in respect of Letters of
Credit or L/C Participations therein, then, promptly after receipt of written
demand to the Borrower by the Letter of Credit Issuer or such L/C Participant,
as the case may be (a copy of which notice shall be sent by the Letter of Credit
Issuer or such L/C Participant to the Administrative Agent), the Borrower shall
pay to the Letter of Credit Issuer or such L/C Participant such additional
amount or amounts as will compensate the Letter of Credit Issuer or such L/C
Participant for such increased cost or reduction, it being understood and
agreed, however, that the Letter of Credit Issuer or a L/C Participant shall not
be entitled to such compensation as a result of such Person's compliance with,
or pursuant to any request or directive to comply with, any such law, rule or
regulation as in effect on the date hereof. A certificate submitted to the
Borrower by the Letter of Credit Issuer or a L/C Participant, as the case may be
(a copy of which certificate shall be sent by the Letter of Credit Issuer or
such L/C Participant to the Administrative Agent), setting forth in reasonable
detail the basis for the determination of such additional amount or amounts
necessary to compensate the Letter of Credit Issuer or such L/C Participant as
aforesaid shall be conclusive and binding on the Borrower absent clearly
demonstrable error.

3.6 SUCCESSOR LETTER OF CREDIT ISSUER. The Letter of Credit Issuer
may resign as Letter of Credit Issuer upon 60 days' prior written notice to the
Administrative Agent, the Lenders and the Borrower. If the Letter of Credit
Issuer shall resign as Letter of Credit Issuer under this Agreement, then the
Borrower shall appoint from among the Lenders with Revolving Credit Commitments
a successor issuer of Letters of Credit, whereupon such successor issuer shall
succeed to the rights, powers and duties of the Letter of Credit Issuer, and the
term "Letter of Credit Issuer" shall mean such successor issuer effective upon
such appointment. At the time such resignation shall become effective, the
Borrower shall pay to the resigning Letter of Credit Issuer all accrued and
unpaid fees pursuant to Sections 4.1(c) and (d). The acceptance of any
appointment as the Letter of Credit Issuer hereunder by a successor Lender shall
be evidenced by an agreement entered into by such successor, in a form
satisfactory to the Borrower and the Administrative Agent and, from and after
the effective date of such agreement, such successor Lender shall have all the
rights and obligations of the previous Letter of Credit Issuer under this
Agreement and the other Credit Documents. After the resignation of the Letter
of Credit Issuer hereunder, the resigning Letter of Credit Issuer shall remain a
party hereto and shall continue to have all the rights and obligations of a
Letter of Credit Issuer under this Agreement and the other Loan Documents with
respect to Letters of Credit issued by it prior to such resignation, but shall
not be required to issue additional Letters of Credit. After any retiring
Letter of Credit Issuer's resignation as Letter of Credit Issuer, the provisions
of this Agreement relating to the Letter of Credit Issuer shall inure to its
benefit as to any actions taken or omitted to be taken by it (a) while it was
Letter of Credit Issuer under this Agreement or (b) at any time with respect to
Letters of Credit issued by such Letter of Credit Issuer.

SECTION 4. FEES; COMMITMENTS.

4.1 FEES. (a) The Borrower agrees to pay to the Administrative
Agent, for the account of each Lender having a Revolving Credit Commitment (in
each case pro rata according

to the respective Commitments of all such Lenders), a commitment fee for each
day from and including the Closing Date to but excluding the Final Date. Such
commitment fee shall be payable in arrears (i) June 30, 1998 (for the period
ended on such day), (ii) on the last day of each March, June, September and
December (for the three-month period (or portion thereof) ended on the such day
for which no payment has been received pursuant to clause (i) above) and
(iii) on the Final Date (for the period ended on such date for which no payment
has been received pursuant to clause (ii) above), and shall be computed for each
day during such period at a rate per annum equal to the Commitment Fee Rate in
effect on such day on the Available Commitments in effect on such day.
Notwithstanding the foregoing, the Borrower shall not be obligated to pay any
amounts to any Defaulting Lender pursuant to this Section 4.1.

(b) The Borrower agrees to pay to the Administrative Agent for the
account of the Lenders PRO RATA on the basis of their respective Letter of
Credit Exposure, a fee in respect of each Letter of Credit (the "LETTER OF
CREDIT FEE"), for the period from and including the date of issuance of such
Letter of Credit to but not including the termination date of such Letter of
Credit computed at the per annum rate for each day equal to the Applicable
Eurodollar Margin for Revolving Credit Loans minus 0.125% per annum on the
average daily Stated Amount of such Letter of Credit. Such Letter of Credit
Fees shall be due and payable quarterly in arrears on the last day of each
March, June, September and December and on the date upon which the Total
Revolving Credit Commitment terminates and the Letter of Credit Outstandings
shall have been reduced to zero.

(c) The Borrower agrees to pay to the Administrative Agent for the
account of the Letter of Credit Issuer a fee in respect of each Letter of Credit
issued by it (the "FRONTING FEE"), for the period from and including the date of
issuance of such Letter of Credit to but not including the termination date of
such Letter of Credit, computed at the rate for each day equal to 0.125% per
annum on the average daily Stated Amount of such Letter of Credit. Such
Fronting Fees shall be due and payable quarterly in arrears on the last day of
each March, June, September and December and on the date upon which the Total
Revolving Credit Commitment terminates and the Letter of Credit Outstandings
shall have been reduced to zero.

(d) The Borrower agrees to pay directly to the Letter of Credit Issuer
upon each issuance of, drawing under, and/or amendment of, a Letter of Credit
issued by it such amount as the Letter of Credit Issuer and the Borrower shall
have agreed upon for issuances of, drawings under or amendments of, letters of
credit issued by it.

(e) The Borrower agrees to pay to the Administrative Agent, for the
benefit of the Agents, on the Closing Date, the fees in the amounts and on the
dates previously agreed to in writing by the Borrower and the Agents. The
Administrative Agent agrees to pay to each Lender, on behalf of the Agents, for
each Lender's own account on the Closing Date, the fees in the amounts and on
the dates previously agreed to in writing by the Agents and such Lender.

4.2 VOLUNTARY REDUCTION OF REVOLVING CREDIT COMMITMENTS. Upon at
least one Business Day's prior written notice (or telephonic notice promptly
confirmed in writing) to the Administrative Agent at the Administrative Agent's
Office (which notice the Administrative Agent shall promptly transmit to each of
the Lenders), the Borrower shall have the right, without premium or penalty, on
any day, permanently to terminate or reduce the Revolving Credit Commitments in
whole or in part, PROVIDED that (a) any such reduction shall apply
proportionately and permanently to reduce the Revolving Credit Commitment of
each of the Lenders, (b) any partial reduction pursuant to this Section 4.2
shall be in the amount of at least $1,000,000 and (c) after giving effect to
such termination or reduction and to any prepayments of

the Loans made on the date thereof in accordance with this Agreement, the sum of
(i) the aggregate outstanding principal amount of the Revolving Credit Loans and
the Swingline Loans and (ii) the Letter of Credit Outstandings shall not exceed
the Total Revolving Credit Commitment.

4.3 MANDATORY TERMINATION OF COMMITMENTS. (a) The Total Term Loan
Commitment shall terminate at 5:00 P.M. (New York time) on the Closing Date.

(b) The Total Revolving Credit Commitment shall terminate at 5:00 P.M.
(New York time) on the Revolving Credit Maturity Date.

SECTION 5. PAYMENTS.

5.1 VOLUNTARY PREPAYMENTS. The Borrower shall have the right to
prepay Term Loans, Revolving Credit Loans and Swingline Loans, without premium
or penalty, in whole or in part from time to time on the following terms and
conditions: (a) the Borrower shall give the Administrative Agent at the
Administrative Agent's Office written notice (or telephonic notice promptly
confirmed in writing) of its intent to make such prepayment, the amount of such
prepayment and (in the case of Eurodollar Term Loans and Eurodollar Revolving
Credit Loans) the specific Borrowing(s) pursuant to which made, which notice
shall be given by the Borrower no later than (i) in the case of Term Loans or
Revolving Credit Loans, 10:00 A.M. (New York time) one Business Day prior to, or
(ii) in the case of Swingline Loans, 10:00 A.M. (New York time) on, the date of
such prepayment and shall promptly be transmitted by the Administrative Agent to
each of the Lenders or Chase, as the case may be; (b) each partial prepayment of
any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of
$100,000 and in an aggregate principal amount of at least $1,000,000 and each
partial prepayment of Swingline Loans shall be in a multiple of $100,000 and in
an aggregate principal amount of at least $100,000, PROVIDED that no partial
prepayment of Eurodollar Term Loans or Eurodollar Revolving Credit Loans made
pursuant to a single Borrowing shall reduce the outstanding Eurodollar Term
Loans or Eurodollar Revolving Credit Loans made pursuant to such Borrowing to an
amount less than the Minimum Borrowing Amount for Eurodollar Term Loans or
Eurodollar Revolving Credit Loans; and (c) any prepayment of Eurodollar Term
Loans or Eurodollar Revolving Credit Loans pursuant to this Section 5.1 on any
day other than the last day of an Interest Period applicable thereto shall be
subject to compliance by the Borrower with the applicable provisions of Section
2.11. Each prepayment of Term Loans pursuant to this Section 5.1 shall be
applied to reduce the Repayment Amounts in such order as the Borrower may
determine. At the Borrower's election in connection with any prepayment
pursuant to this Section 5.1, such prepayment shall not be applied to any Term
Loan or Revolving Credit Loan of a Defaulting Lender.

5.2 MANDATORY PREPAYMENTS. (a) TERM LOAN PREPAYMENTS. (i) On each
occasion that a Prepayment Event occurs, the Borrower shall, within five
Business Days after the occurrence of such Prepayment Event, offer to prepay, in
accordance with paragraph (c) below, the principal amount of Term Loans in an
amount equal to 100% of the Net Cash Proceeds from such Prepayment Event.

(ii) Not later than the date that is six months after the last day of
any fiscal year (commencing with the fiscal year ending December 31, 1998), the
Borrower shall offer to prepay, in accordance with paragraph (c) below, the
principal of Term Loans in an amount equal to (x) 50% of Excess Cash Flow for
such fiscal year (or, in the case of the fiscal year ending December 31, 1998,
for the period from and including the Closing Date to and including December 31,
1998), MINUS (y) the amount of any such Excess Cash Flow that the Borrower has,
prior to such date, reinvested in the business of the Borrower or any of its
Subsidiaries (subject to Section 9.14).

(b) AGGREGATE REVOLVING CREDIT OUTSTANDINGS. If on any date the sum
of the outstanding principal amount of the Revolving Credit Loans and Swingline
Loans and the aggregate amount of Letter of Credit Outstandings (all the
foregoing, collectively, the "AGGREGATE REVOLVING CREDIT OUTSTANDINGS") exceeds
the Total Revolving Credit Commitment as then in effect, the Borrower shall
forthwith repay on such date the principal amount of Swingline Loans and, after
all Swingline Loans have been paid in full, Revolving Credit Loans, in an amount
equal to such excess. If, after giving effect to the prepayment of all
outstanding Swingline Loans and Revolving Credit Loans, the Aggregate Revolving
Credit Outstandings exceed the Total Revolving Credit Commitment then in effect,
the Borrower shall pay to the Administrative Agent an amount in cash equal to
such excess and the Administrative Agent shall hold such payment for the benefit
of the Lenders as security for the obligations of the Borrower hereunder
(including, without limitation, obligations in respect of Letter of Credit
Outstandings) pursuant to a cash collateral agreement to be entered into in form
and substance satisfactory to the Administrative Agent (which shall permit
certain investments in Permitted Investments satisfactory to the Administrative
Agent, until the proceeds are applied to the secured obligations).

(c) APPLICATION TO REPAYMENT AMOUNTS. Each prepayment of Term Loans
required by Section 5.2(a) shall be applied to reduce the Repayment Amounts in
such order as the Borrower may determine. With respect to each such prepayment,
(i) the Borrower will, not later than the date specified in Section 5.2(a) for
offering to make such prepayment, give the Administrative Agent telephonic
notice (promptly confirmed in writing) requesting that the Administrative Agent
provide notice of such prepayment to each Term Loan Lender, (ii) each Term Loan
Lender will have the right to refuse any such prepayment by giving written
notice of such refusal to the Borrower within fifteen Business Days after such
Lender's receipt of notice from the Administrative Agent of such prepayment (and
the Borrower shall not prepay any such Term Loans until the date that is
specified in the immediately following clause), (iii) the Borrower will make all
such prepayments not so refused upon the earlier of (x) such fifteenth Business
Day and (y) such time as the Borrower has received notice from each Lender that
it consents to or refuses such prepayment and (iv) any prepayment so refused may
be retained by the Borrower.

(d) APPLICATION TO TERM LOANS. With respect to each prepayment of
Term Loans required by Section 5.2(a), the Borrower may designate the Types of
Loans that are to be prepaid and the specific Borrowing(s) pursuant to which
made, PROVIDED that (i) Eurodollar Term Loans may be designated for prepayment
pursuant to this Section 5.2 only on the last day of an Interest Period
applicable thereto unless all Eurodollar Term Loans with Interest Periods ending
on such date of required prepayment and all ABR Term Loans have been paid in
full; and (ii) if any prepayment of Eurodollar Term Loans made pursuant to a
single Borrowing shall reduce the outstanding Term Loans made pursuant to such
Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar
Term Loans, such Borrowing shall immediately be converted into ABR 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

reasonable discretion with a view, but no obligation, to minimize breakage costs
owing under Section 2.11.

(e) APPLICATION TO REVOLVING CREDIT LOANS. With respect to each
prepayment of Revolving Credit Loans required by Section 5.2(b), the Borrower
may designate the Types of Loans that are to be prepaid and the specific
Borrowing(s) pursuant to which made, PROVIDED that (i) Eurodollar Revolving
Credit Loans may be designated for prepayment pursuant to this Section 5.2 only
on the last day of an Interest Period applicable thereto unless all Eurodollar
Revolving Credit Loans with Interest Periods ending on such date of required
prepayment and all ABR Loans have been paid in full; (ii) if any prepayment of
Eurodollar Revolving Credit Loans made pursuant to a single Borrowing shall
reduce the outstanding Revolving Credit Loans made pursuant to such Borrowing to
an amount less than the Minimum Borrowing Amount for Eurodollar Revolving Credit
Loans, such Borrowing shall immediately be converted into ABR Loans; (iii) each
prepayment of any Loans made pursuant to a Borrowing shall be applied PRO RATA
among such Loans; and (iv) notwithstanding the provisions of the preceding
clause (iii), no prepayment made pursuant to Section 5.2(b) of Revolving Credit
Loans shall be applied to the Revolving Credit Loans of any Defaulting Lender.
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 reasonable discretion with a view, but no obligation, to
minimize breakage costs owing under Section 2.11.

(f) EURODOLLAR INTEREST PERIODS. In lieu of making any payment
pursuant to this Section 5.2 in respect of any Eurodollar Loan other than on the
last day of the Interest Period therefor, so long as no Default or Event of
Default shall have occurred and be continuing, the Borrower at its option may
deposit with the Administrative Agent an amount equal to the amount of the
Eurodollar Loan to be prepaid and such Eurodollar Loan shall be repaid on the
last day of the Interest Period therefor in the required amount. Such deposit
shall be held by the Administrative Agent in a corporate time deposit account
established on terms reasonably satisfactory to the Administrative Agent,
earning interest at the then-customary rate for accounts of such type. Such
deposit shall constitute cash collateral for the Obligations, PROVIDED that the
Borrower may at any time direct that such deposit be applied to make the
applicable payment required pursuant to this Section 5.2.

(g) MINIMUM AMOUNT. No prepayment shall be required pursuant to
Section 5.2(a)(i) unless and until the amount at any time of Net Cash Proceeds
from Prepayment Events required to be applied at or prior to such time pursuant
to such Section and not yet applied at or prior to such time to prepay Term
Loans pursuant to such Section exceeds $15,000,000 in the aggregate.

(h) FOREIGN ASSET SALES. Notwithstanding any other provisions of
this Section 5.2, (i) to the extent that any of or all the Net Cash Proceeds of
any asset sale by a Restricted Foreign Subsidiary giving rise to an Asset Sale
Prepayment Event (a "FOREIGN ASSET SALE") are prohibited or delayed by
applicable local law from being repatriated to the United States, the portion of
such Net Cash Proceeds so affected will not be required to be applied to repay
Term Loans at the times provided in this Section 5.2 but may be retained by the
applicable Restricted Foreign Subsidiary so long, but only so long, as the
applicable local law will not permit repatriation to the United States (the
Borrower hereby agreeing to cause the applicable Restricted Foreign Subsidiary
to promptly take all actions required by the applicable local law to permit such
repatriation), and once such repatriation of any of such affected Net Cash
Proceeds is permitted under the applicable local law, such repatriation will be
immediately effected and such repatriated Net Cash Proceeds will be promptly
(and in any event not later than two Business Days after such repatriation)
applied (net of additional taxes payable or reserved against as a

result thereof) to the repayment of the Term Loans pursuant to this Section 5.2
and (ii) to the extent that the Borrower has determined in good faith that
repatriation of any of or all the Net Cash Proceeds of any Foreign Asset Sale
would have a material adverse tax cost consequence with respect to such Net Cash
Proceeds, the Net Cash Proceeds so affected may be retained by the applicable
Restricted Foreign Subsidiary, PROVIDED that, in the case of this clause (ii),
on or before the date on which any Net Cash Proceeds so retained would otherwise
have been required to be applied to reinvestments or prepayments pursuant to
Section 5.2(a), (x) the Borrower applies an amount equal to such Net Cash
Proceeds to such reinvestments or prepayments as if such Net Cash Proceeds had
been received by the Borrower rather than such Restricted Foreign Subsidiary,
less the amount of additional taxes that would have been payable or reserved
against if such Net Cash Proceeds had been repatriated (or, if less, the Net
Cash Proceeds that would be calculated if received by such Foreign Subsidiary)
or (y) such Net Cash Proceeds are applied to the repayment of Indebtedness of a
Restricted Foreign Subsidiary.

5.3 METHOD AND PLACE OF PAYMENT. (a) Except as otherwise
specifically provided herein, all payments under this Agreement shall be made,
without set-off, counterclaim or deduction of any kind, to the Administrative
Agent for the ratable account of the Lenders entitled thereto, the Letter of
Credit Issuer or Chase, as the case may be, not later than 12:00 Noon (New York
time) on the date when due and shall be made in immediately available funds and
in lawful money of the United States of America at the Administrative Agent's
Office, it being understood that written or facsimile notice by the Borrower to
the Administrative Agent to make a payment from the funds in the Borrower's
account at the Administrative Agent's Office shall constitute the making of such
payment to the extent of such funds held in such account. The Administrative
Agent will thereafter cause to be distributed on the same day (if payment was
actually received by the Administrative Agent prior to 2:00 P.M. (New York time)
on such day) like funds relating to the payment of principal or interest or Fees
ratably to the Lenders entitled thereto.

(b) Any payments under this Agreement that are made later than
2:00 P.M. (New York time) shall be deemed to have been made on the next
succeeding Business Day. Whenever any payment to be made hereunder shall be
stated to be due on a day that 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 during such extension at the applicable
rate in effect immediately prior to such extension.

5.4 NET PAYMENTS. (a) All payments made by the Borrower under this
Agreement shall be made free and clear of, and without deduction or withholding
for or on account of, any current or future income, stamp or other taxes,
levies, imposts, duties, charges, fees, deductions or withholdings, now or
hereafter imposed, levied, collected, withheld or assessed by any Governmental
Authority, excluding (i) net income taxes and franchise taxes (imposed in lieu
of net income taxes) imposed on the Administrative Agent or any Lender and
(ii) any taxes imposed on the Administrative Agent or any Lender as a result of
a current or former connection between the Administrative Agent or such Lender
and the jurisdiction of the Governmental Authority imposing such tax or any
political subdivision or taxing authority thereof or therein (other than any
such connection arising solely from the Administrative Agent or such Lender
having executed, delivered or performed its obligations or received a payment
under, or enforced, this Agreement). If any such non-excluded taxes, levies,
imposts, duties, charges, fees, deductions or withholdings ("NON-EXCLUDED
TAXES") are required to be withheld from any amounts payable to the
Administrative Agent or any Lender hereunder, the amounts so payable to the
Administrative Agent or such Lender shall be increased to the extent necessary
to yield to the Administrative Agent or such Lender (after payment of all
Non-Excluded Taxes) interest or any such other amounts payable hereunder at the
rates or in the amounts specified in

this Agreement; PROVIDED, HOWEVER, that the Borrower shall not be required to
increase any such amounts payable to any Lender that is not organized under the
laws of the United States of America or a state thereof if such Lender fails to
comply with the requirements of paragraph (b) of this Section 5.4. Whenever any
Non-Excluded Taxes are payable by the Borrower, as promptly as possible
thereafter the Borrower shall send to the Administrative Agent for its own
account or for the account of such Lender, as the case may be, a certified copy
of an original official receipt received by the Borrower showing payment
thereof. If the Borrower fails to pay any Non-Excluded Taxes when due to the
appropriate taxing authority or fails to remit to the Administrative Agent the
required receipts or other required documentary evidence, the Borrower shall
indemnify the Administrative Agent and the Lenders for any incremental taxes,
interest, costs or penalties that may become payable by the Administrative Agent
or any Lender as a result of any such failure. The agreements in this Section
5.4(a) shall survive the termination of this Agreement and the payment of the
Loans and all other amounts payable hereunder.

(b) Each Lender that is not incorporated or organized under the laws
of the United States of America or a state thereof shall:

(i) deliver to the Borrower and the Administrative Agent two copies
of either United States Internal Revenue Service Form 1001 or Form 4224 or,
in the case of Non-U.S. Lender claiming exemption from U.S. Federal
withholding tax under Section 871(h) or 881(c) of the Code with respect to
payments of "portfolio interest", a Form W-8, or any subsequent versions
thereof or successors thereto (and, if such Non-U.S. Lender delivers a
Form W-8, a certificate representing that such Non-U.S. Lender is not a
bank for purposes of Section 881(c) of the Code, is not a 10-percent
shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the
Borrower and is not a controlled foreign corporation related to the
Borrower (within the meaning of Section 864(d)(4) of the Code)), properly
completed and duly executed by such Non-U.S. Lender claiming complete
exemption from, or reduced rate of, U.S. Federal withholding tax on
payments by the Borrower under this Agreement;

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

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

unless in any such case any change in treaty, law or regulation has occurred
prior to the date on which any such delivery would otherwise be required that
renders any such form inapplicable or would prevent such Lender from duly
completing and delivering any such form with respect to it and such Lender so
advises the Borrower and the Administrative Agent. Each Person that shall
become a Participant pursuant to Section 13.6 or a Lender pursuant to Section
13.6 shall, upon the effectiveness of the related transfer, be required to
provide all the forms and statements required pursuant to this Section 5.4(b),
provided that in the case of a Participant such Participant shall furnish all
such required forms and statements to the Lender from which the related
participation shall have been purchased.

(c) The Borrower shall not be required to indemnify any Non-U.S.
Lender, or to pay any additional amounts to any Non-U.S. Lender, in respect of
U.S. Federal withholding tax pursuant to paragraph (a) above to the extent that
(i) the obligation to withhold amounts with respect to

U.S. Federal withholding tax existed on the date such Non-U.S. Lender became a
party to this Agreement (or, in the case of a Non-U.S. Participant, on the date
such Participant became a Participant hereunder); PROVIDED, HOWEVER, that this
clause (i) shall not apply to the extent that (x) the indemnity payments or
additional amounts any Lender (or Participant) would be entitled to receive
(without regard to this clause (i)) do not exceed the indemnity payment or
additional amounts that the person making the assignment, participation or
transfer to such Lender (or Participant) would have been entitled to receive in
the absence of such assignment, participation or transfer, or (y) such
assignment, participation or transfer had been requested by the Borrower,
(ii) the obligation to pay such additional amounts would not have arisen but for
a failure by such Non-U.S. Lender or Non-U.S. Participant to comply with the
provisions of paragraph (b) above or (iii) any of the representations or
certifications made by a Non-U.S. Lender or Non-U.S. Participant pursuant to
paragraph (b) above are incorrect at the time a payment hereunder is made, other
than by reason of any change in treaty, law or regulation having effect after
the date such representations or certifications were made.

(d) If the Borrower determines in good faith that a reasonable basis
exists for contesting any taxes for which indemnification has been demanded
hereunder, the relevant Lender or the Administrative Agent, as applicable, shall
cooperate with the Borrower in challenging such taxes at the Borrower's expense
if so requested by the Borrower. If any Lender or the Administrative Agent, as
applicable, receives a refund of a tax for which a payment has been made by the
Borrower pursuant to this Agreement, which refund in the good faith judgment of
such Lender or Administrative Agent, as the case may be, is attributable to such
payment made by the Borrower, then the Lender or the Administrative Agent, as
the case may be, shall reimburse the Borrower for such amount as the Lender or
Administrative Agent, as the case may be, determines to be the proportion of the
refund as will leave it, after such reimbursement, in no better or worse
position than it would have been in if the payment had not been required. A
Lender or Administrative Agent shall claim any refund that it determines is
available to it, unless it concludes in its reasonable discretion that it would
be adversely affected by making such a claim. Neither the Lender nor the
Administrative Agent shall be obliged to disclose any information regarding its
tax affairs or computations to the Borrower in connection with this
paragraph (d) or any other provision of this Section 5.4.

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

5.5 COMPUTATIONS OF INTEREST AND FEES. (a) Interest on Eurodollar
Loans and, except as provided in the next succeeding sentence, ABR Loans shall
be calculated on the basis of a 360-day year for the actual days elapsed.
Interest on ABR Loans in respect of which the rate of interest is calculated on
the basis of the Prime Rate and interest on overdue interest shall be calculated
on the basis of a 365- (or 366-, as the case may be) day year for the actual
days elapsed.

(b) Fees and Letter of Credit Outstanding shall be calculated on the
basis of a 365- (or 366-, as the case may be) day year for the actual days
elapsed.

SECTION 6. CONDITIONS PRECEDENT TO INITIAL BORROWING.

The initial Borrowing under this Agreement is subject to the
satisfaction of the following conditions precedent:

6.1 CREDIT DOCUMENTS. The Administrative Agent shall have received
(a) this Agreement, executed and delivered by a duly authorized officer of the
Borrower and each Lender, (b) the Guarantee, executed and delivered by a duly
authorized officer of each Guarantor, (c) the Pledge Agreement, executed and
delivered by each pledgor party thereto and (d) all certificates representing
securities pledged under the Pledge Agreement, accompanied by instruments of
transfer and undated stock powers endorsed in blank (provided that such delivery
of, and perfection of the security interest under the Pledge Agreement in,
capital stock of direct Material Subsidiaries that are Foreign Subsidiaries
shall be satisfied within 60 days after the Closing Date).

6.2 CLOSING CERTIFICATE. The Administrative Agent shall have
received a certificate of each Credit Party, dated the Closing Date,
substantially in the form of Exhibit G, with appropriate insertions, executed by
the President or any Vice President and the Secretary or any Assistant Secretary
of such Credit Party, and attaching the documents referred to in Sections 6.3
and 6.4.

6.3 CORPORATE PROCEEDINGS OF EACH CREDIT PARTY. The Administrative
Agent shall have received a copy of the resolutions, in form and substance
satisfactory to the Administrative Agent, of the Board of Directors of each
Credit Party (or a duly authorized committee thereof) authorizing (a) the
execution, delivery and performance of the Credit Documents and the
Recapitalization Agreement (and any agreements relating thereto) to which it is
a party and (b) in the case of the Borrower, the extensions of credit
contemplated hereunder.

6.4 CORPORATE DOCUMENTS. The Administrative Agent shall
have received true and complete copies of the certificate of incorporation and
by-laws of each Credit Party.

6.5 NO MATERIAL ADVERSE CHANGE. There shall have been no material
adverse change in the business, assets, operations, properties, financial
condition or prospects of the Borrower and its Subsidiaries taken as a whole
since December 31, 1997.

6.6 FEES. The Administrative Agent shall have received the fees
referred to in Section 4.1(e) to be received on the Closing Date.

6.7 RECAPITALIZATION. (a) The Recapitalization shall have been
consummated in accordance with applicable law and the Recapitalization Agreement
and (b) CCPC and other Affiliates of KKR shall own, beneficially and of record,
shares representing at least 88% of the shares of Borrower Common Stock. The
Recapitalization Agreement shall not have been amended since April 1, 1998, in
any material respect that is, in the reasonable judgment of the Administrative
Agent, adverse to the interests of the Lenders.

6.8 CLOSING DATE BALANCE SHEET. The Lenders shall have received a
PRO FORMA consolidated closing balance sheet of the Borrower giving effect to
the Recapitalization, the financing therefor and the other transactions
contemplated hereby and thereby, dated the date of the corresponding PRO FORMA
balance sheet included in the draft Offering Memorandum dated April 9, 1998, for
the Subordinated Notes.

6.9 SOLVENCY OPINION. The Lenders shall have received an opinion
from Houlihan, Lokey, Xxxxxx & Xxxxx Financial Advisors, Inc., in form and
substance reasonably satisfactory to the Agents, as to the solvency of the
Borrower and its Subsidiaries on a consolidated basis after giving effect to the
Recapitalization, the making of the initial Loans and the consummation of the
other transactions contemplated hereby.

6.10 REQUIRED APPROVALS. All requisite material Governmental
Authorities and third parties shall have approved or consented to the
Recapitalization and the other transactions contemplated hereby to the extent
required, all applicable appeal periods shall have expired and there shall be no
governmental or judicial action, actual or threatened, that has or could have a
reasonable likelihood of restraining, preventing or imposing materially
burdensome conditions on the Recapitalization, the financing therefor or the
other transactions contemplated hereby or thereby.

6.11 LEGAL OPINIONS. The Administrative Agent shall have received,
with a counterpart for each Lender, the executed legal opinions of (a) Xxxxxxx
Xxxxxxx & Xxxxxxxx, special New York counsel to the Borrower, substantially in
the form of Exhibit E-1, (b) Xxxxxx X'Xxxxx, general counsel to the Borrower,
substantially in the form of Exhibit E-2, and the Borrower hereby instructs such
counsel to deliver such legal opinions.

SECTION 7. CONDITIONS PRECEDENT TO ALL CREDIT EVENTS. The
agreement of each Lender to make any Loan requested to be made by it on any date
(including, without limitation, its initial Loan, but excluding Mandatory
Borrowings) and the obligation of the Letter of Credit Issuer to issue Letters
of Credit on any date is subject to the satisfaction of the following conditions
precedent:

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

7.2 NOTICE OF BORROWING; LETTER OF CREDIT REQUEST. (a) Prior to the
making of each Term Loan, each Revolving Credit Loan (other than any Revolving
Credit Loan made pursuant to Section 3.4(a)) and each Swingline Loan, the
Administrative Agent shall have received a Notice of Borrowing (whether in
writing or by telephone) meeting the requirements of Section 2.3.

(b) Prior to the issuance of each Letter of Credit, the
Administrative Agent and the Letter of Credit Issuer shall have received a
Letter of Credit Request meeting the requirements of Section 3.2(a).

The acceptance of the benefits of each Credit Event shall constitute a
representation and warranty by each Credit Party to each of the Lenders that all
the applicable conditions specified above exist as of that time.

SECTION 8. REPRESENTATIONS, WARRANTIES AND AGREEMENTS. In order to
induce the Lenders to enter into this Agreement, to make the Loans and issue or
participate in Letters of Credit as provided for herein, the Borrower makes the
following representations and warranties to, and agreements with, the Lenders,
all of which shall survive the execution and delivery of this Agreement and the
making of the Loans and the issuance of the Letters of Credit:

8.1 CORPORATE STATUS. The Borrower and each Material Subsidiary (a)
is a duly organized and validly existing corporation or other entity in good
standing under the laws of the jurisdiction of its organization and has the
corporate or other organizational power and authority to own its property and
assets and to transact the business in which it is engaged and (b) has duly
qualified and is authorized to do business and is in good standing in all
jurisdictions where it is required to be so qualified, except where the failure
to be so qualified could not reasonably be expected to result in a Material
Adverse Effect.

8.2 CORPORATE POWER AND AUTHORITY. Each Credit Party has the
corporate power and authority to execute, deliver and carry out the terms and
provisions of the Credit Documents to which it is a party and has taken all
necessary corporate action to authorize the execution, delivery and performance
of the Credit Documents to which it is a party. Each Credit Party has duly
executed and delivered each Credit Document to which it is a party and each such
Credit Document constitutes the legal, valid and binding obligation of such
Credit Party enforceable in accordance with its terms, except as the
enforceability thereof may be limited by bankruptcy, insolvency or similar laws
affecting creditors' rights generally and subject to general principles of
equity.

8.3 NO VIOLATION. Neither the execution, delivery and performance by
any Credit Party of the Credit Documents to which it is a party nor compliance
with the terms and provisions thereof nor the consummation of the
Recapitalization and the other transactions contemplated therein will
(a) contravene any applicable provision of any material law, statute, rule,
regulation, order, writ, injunction or decree of any court or governmental
instrumentality, (b) 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 upon
any of the property or assets of the Borrower or any of the Restricted
Subsidiaries pursuant to, the terms of any material indenture (including the
Subordinated Note Indenture), loan agreement, lease agreement, mortgage, deed of
trust, agreement or other material instrument to which the Borrower or any of
the Restricted Subsidiaries is a party or by which it or any of its property or
assets is bound or (c) violate any provision of the certificate of incorporation
or By-Laws of the Borrower or any of the Restricted Subsidiaries.

8.4 LITIGATION. Except as set forth in the Borrower's audited
financial statements for the fiscal year ended December 31, 1997, there are no
actions, suits or proceedings (including, without limitation, Environmental
Claims) pending or, to the knowledge of the Borrower, threatened with respect to
the Borrower or any of its Subsidiaries that could reasonably be expected to
result in a Material Adverse Effect.

8.5 MARGIN REGULATIONS. Neither the making of any Loan hereunder nor
the use of the proceeds thereof will violate the provisions of Regulation T, U
or X of the Board.

8.6 GOVERNMENTAL APPROVALS. No order, consent, approval, license,
authorization, or validation of, or filing, recording or registration with, or
exemption by, any Governmental Authority is required to authorize or is required
in connection with (a) the execution, delivery and performance of any Credit
Document or (b) the legality, validity, binding

effect or enforceability of any Credit Document, except any of the foregoing the
failure to obtain or make could not reasonably be expected to have a Material
Adverse Effect.

8.7 INVESTMENT COMPANY ACT. The Borrower is not an "investment
company" within the meaning of the Investment Company Act of 1940, as amended.

8.8 TRUE AND COMPLETE DISCLOSURE. (a) All factual information and
data (taken as a whole) heretofore or contemporaneously furnished by the
Borrower, any of its Subsidiaries or any of their respective authorized
representatives in writing to the Administrative Agent and/or any Lender on or
before the Closing Date (including, without limitation, (i) the Confidential
Information Memorandum and (ii) all information contained in the Credit
Documents) for purposes of or in connection with this Agreement or any
transaction contemplated herein was true and complete in all material respects
on the date as of which such information or data is dated or certified and was
not incomplete by omitting to state any material fact necessary to make such
information and data (taken as a whole) not misleading at such time in light of
the circumstances under which such information or data was furnished, it being
understood and agreed that for purposes of this Section 8.8(a), such factual
information and data shall not include projections and pro forma financial
information.

(b) The projections and pro forma financial information contained in
the information and data referred to in paragraph (a) above were based on good
faith estimates and assumptions believed by such Persons to be reasonable at the
time made, it being recognized by the Lenders that such projections as to future
events are not to be viewed as facts and that actual results during the period
or periods covered by any such projections may differ from the projected
results.

8.9 FINANCIAL CONDITION; FINANCIAL STATEMENTS. The consolidated
balance sheet of the Borrower and its Subsidiaries at December 31, 1997, and the
related consolidated statements of operations and cash flows for the fiscal year
ended as of such date, which statements have been audited by Price Waterhouse
LLP, independent certified public accountants, who delivered an unqualified
opinion with respect thereto, in each case present fairly in all material
respects the consolidated financial position of the Borrower and its
Subsidiaries at the respective dates of said statements and the results of
operations for the respective periods covered thereby. All such financial
statements have been prepared in accordance with GAAP consistently applied
except to the extent provided in the notes to said financial statements. There
has been no Material Adverse Change since December 31, 1997, other than solely
as a result of changes in general economic conditions.

8.10 TAX RETURNS AND PAYMENTS. Each of the Borrower and 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 that have become due, other than
those not yet delinquent or contested in good faith. The Borrower and each of
its Subsidiaries have paid, or have provided adequate reserves (in the good
faith judgment of the management of the Borrower) in accordance with GAAP for
the payment of, all material federal, state and foreign income taxes applicable
for all prior fiscal years and for the current fiscal year to the Closing Date.

8.11 COMPLIANCE WITH ERISA. Each Plan is in compliance with ERISA,
the Code and any applicable Requirement of Law; no Reportable Event has occurred
(or is reasonably likely to occur) with respect to any Plan; no Plan is
insolvent or in reorganization (or

is reasonably likely to be insolvent or in reorganization), and no written
notice of any such insolvency or reorganization has been given to the Borrower,
any Subsidiary or any ERISA Affiliate; no Plan (other than a multiemployer plan)
has an accumulated or waived funding deficiency (or is reasonably likely to have
such a deficiency); neither the Borrower nor any Subsidiary nor any ERISA
Affiliate has incurred (or is reasonably likely expected to incur) any liability
to or on account of a Plan pursuant to Section 409, 502(i), 502(l), 515, 4062,
4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or
has been notified in writing that it will incur any liability under any of the
foregoing Sections with respect to any Plan; no proceedings have been instituted
(or are reasonably likely to be instituted) to terminate or to reorganize any
Plan or to appoint a trustee to administer any Plan, and no written notice of
any such proceedings has been given to the Borrower, any Subsidiary or any ERISA
Affiliate; and no lien imposed under the Code or ERISA on the assets of the
Borrower or any Subsidiary or any ERISA Affiliate exists (or is reasonably
likely to exist) nor has the Borrower, any Subsidiary or any ERISA Affiliate
been notified in writing that such a lien will be imposed on the assets of the
Borrower, any Subsidiary or any ERISA Affiliate on account of any Plan, EXCEPT
to the extent that a breach of any of the foregoing representations, warranties
or agreements in this Section 8.11 would not result, individually or in the
aggregate, in an amount of liability that would be reasonably likely to have a
Material Adverse Effect or relates to any matter disclosed in the financial
statements of the Borrower contained in the Confidential Information Memorandum.
No Plan (other than a multiemployer plan) has an Unfunded Current Liability that
would, individually or when taken together with any other liabilities referenced
in this Section 8.11, be reasonably likely to have a Material Adverse Effect.
With respect to Plans that are multiemployer plans (as defined in Section 3(37)
of ERISA), the representations and warranties in this Section 8.11, other than
any made with respect to (a) liability under Section 4201 or 4204 of ERISA or
(b) liability for termination or reorganization of such Plans under ERISA, are
made to the best knowledge of the Borrower.

8.12 SUBSIDIARIES. Schedule 8.12 lists each Subsidiary of the
Borrower (and the direct and indirect ownership interest of the Borrower
therein), in each case existing on the Closing Date. To the knowledge of the
Borrower, each Material Subsidiary as of the Closing Date has been so designated
on Schedule 8.12.

8.13 PATENTS, ETC. The Borrower and each of the Restricted
Subsidiaries have obtained all patents, trademarks, servicemarks, trade names,
copyrights, licenses and other rights, free from burdensome restrictions, that
are necessary for the operation of their respective businesses as currently
conducted and as proposed to be conducted, except where the failure to obtain
any such rights could not reasonably be expected to have a Material Adverse
Effect.

8.14 ENVIRONMENTAL LAWS. (a) Other than instances of noncompliance
that could not reasonably be expected to have a Material Adverse Effect: (i) the
Borrower and each of its Subsidiaries are in compliance with all Environmental
Laws in all jurisdictions in which the Borrower and each of its Subsidiaries are
currently doing business (including, without limitation, having obtained all
material permits required under Environmental Laws) and (ii) the Borrower will
comply and cause each of its Subsidiaries to comply with all such Environmental
Laws (including, without limitation, all permits required under Environmental
Laws).

(b) Neither the Borrower nor any of its Subsidiaries has treated, stored,
transported or disposed of Hazardous Materials at or from any currently or
formerly owned Real Estate (as defined in Section 9.1(f)) or facility relating
to its business in a manner that could reasonably be expected to have a Material
Adverse Effect.

8.15 PROPERTIES. The Borrower and each of the Restricted Subsidiaries
have good title to or leasehold interest in all properties that are necessary
for the operation of their respective businesses as currently conducted and as
proposed to be conducted, free and clear of all Liens (other than any Liens
permitted by this Agreement) and except where the failure to have such good
title could not reasonably be expected to have a Material Adverse Effect.

SECTION 9. AFFIRMATIVE COVENANTS. The Borrower hereby covenants and
agrees that on the Closing Date and thereafter, for so long as this Agreement is
in effect and until the Commitments, the Swingline Commitment and each Letter of
Credit have terminated and the Loans and Unpaid Drawings, together with
interest, Fees and all other Obligations incurred hereunder, are paid in full:

9.1 INFORMATION COVENANTS. The Borrower will furnish to each Lender
and the Administrative Agent:

(a) ANNUAL FINANCIAL STATEMENTS. As soon as available and in any
event on or before the date on which such financial statements are required
to be filed with the SEC, the consolidated balance sheet of (i) the
Borrower and the Restricted Subsidiaries and (ii) the Borrower and its
Subsidiaries, in each case as at the end of such fiscal year and the
related consolidated statement of operations and cash flows for such fiscal
year, setting forth comparative consolidated figures for the preceding
fiscal year, and certified by independent certified public accountants of
recognized national standing whose opinion shall not be qualified as to the
scope of audit or as to the status of the Borrower or any of the Material
Subsidiaries as a going concern, together in any event with a certificate
of such accounting firm stating that in the course of its regular audit of
the business of the Borrower and the Material Subsidiaries, which audit was
conducted in accordance with generally accepted auditing standards, such
accounting firm has obtained no knowledge of any Default or Event of
Default relating to Section 10.9, 10.10 and 10.11 that has occurred and is
continuing or, if in the opinion of such accounting firm such a Default or
Event of Default has occurred and is continuing, a statement as to the
nature thereof.

(b) QUARTERLY FINANCIAL STATEMENTS. As soon as available and in any
event on or before the date on which such financial statements are required
to be filed with the SEC with respect to each of the first three quarterly
accounting periods in each fiscal year of the Borrower, the consolidated
balance sheet of (i) the Borrower and the Restricted Subsidiaries and
(ii) the Borrower and its Subsidiaries, in each case as at the end of such
quarterly period and the related consolidated statement of operations for
such quarterly accounting period and for the elapsed portion of the fiscal
year ended with the last day of such quarterly period, and the related
consolidated statement of cash flows for the elapsed portion of the fiscal
year ended with the last day of such quarterly period, and setting forth
comparative consolidated figures for the related periods in the prior
fiscal year or, in the case of such consolidated balance sheet, for the
last day of the prior fiscal year, all of which shall be certified by an
Authorized Officer of the Borrower, subject to changes resulting from audit
and normal year-end audit adjustments.

(c) BUDGETS. Within 60 days after the commencement of each fiscal
year of the Borrower, budgets of the Borrower in reasonable detail for the
fiscal year as customarily prepared by management of the Borrower for its
internal use, setting forth the principal assumptions upon which such
budgets are based.

(d) OFFICER'S CERTIFICATES. At the time of the delivery of the
financial statements provided for in Sections 9.1(a) and (b), a certificate
of an Authorized Officer of the Borrower to the effect that no Default or
Event of Default exists or, if any Default or Event of Default does exist,
specifying the nature and extent thereof, which certificate shall set forth
(i) the calculations required to establish whether the Borrower and its
Subsidiaries were in compliance with the provisions of Sections 10.9, 10.10
and 10.11 as at the end of such fiscal year or period, as the case may be,
(ii) a specification of any change in the identity of the Restricted
Subsidiaries, Unrestricted Subsidiaries, Acquisition Subsidiaries and
Foreign Subsidiaries as at the end of such fiscal year or period, as the
case may be, from the Restricted Subsidiaries, Unrestricted Subsidiaries,
Acquisition Subsidiaries, and Foreign Subsidiaries, respectively, provided
to the Lenders on the Closing Date or the most recent fiscal year or
period, as the case may be, (iii) the then applicable Status and (iv) the
amount of any Pro Forma Adjustment not previously set forth in a Pro Forma
Adjustment Certificate or any change in the amount of a Pro Forma
Adjustment set forth in any Pro Forma Adjustment Certificate previously
provided and, in either case, in reasonable detail, the calculations and
basis therefor; and at the time of the delivery of the financial statements
provided for in Section 9.1(a), a certificate of an Authorized Officer of
the Borrower setting forth in reasonable detail the Available Amount as at
the end of the fiscal year to which such financial statements relate.

(e) NOTICE OF DEFAULT OR LITIGATION. Promptly after an Authorized
Officer of the Borrower or any of its Subsidiaries obtains knowledge
thereof, notice of (i) the occurrence of any event that constitutes a
Default or Event of Default, which notice shall specify the nature thereof,
the period of existence thereof and what action the Borrower proposes to
take with respect thereto, and (ii) any litigation or governmental
proceeding pending against the Borrower or any of its Subsidiaries that
could reasonably be expected to result in a Material Adverse Effect.

(f) ENVIRONMENTAL MATTERS. The Borrower will promptly advise the
Lenders in writing after obtaining knowledge of any one or more of the
following environmental matters, unless such environmental matters would
not, individually or when aggregated with all other such matters, be
reasonably expected to result in a Material Adverse Effect:

(i Any pending or threatened Environmental Claim against
the Borrower or any of its Subsidiaries or any Real Estate (as defined
below);

(ii Any condition or occurrence on any Real Estate that
(x) results in noncompliance by the Borrower or any of its
Subsidiaries with any applicable Environmental Law or (y) could
reasonably be anticipated to form the basis of an Environmental Claim
against the Borrower or any of its Subsidiaries or any Real Estate;

(iii Any condition or occurrence on any Real Estate that
could reasonably be anticipated to cause such Real Estate to be
subject to any restrictions on the ownership, occupancy, use or
transferability of such Real Estate 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 Estate.

All such notices shall describe in reasonable detail the nature of the
claim, investigation, condition, occurrence or removal or remedial action
and the Borrower's response thereto. The term "REAL ESTATE" shall mean
land, buildings and improvements owned or leased by the

Borrower or any of its Subsidiaries, but excluding all operating fixtures
and equipment, whether or not incorporated into improvements.

(g) OTHER INFORMATION. Promptly upon filing thereof, copies of any
filings on Form 10-K, 10-Q or 8-K or registration statements with, and
reports to, the SEC by the Borrower or any of its Subsidiaries (other than
amendments to any registration statement (to the extent such registration
statement, in the form it becomes effective, is delivered to the Lenders),
exhibits to any registration statement and any registration statements on
Form S-8) and copies of all financial statements, proxy statements, notices
and reports that the Borrower or any of its Subsidiaries shall send to the
holders of any publicly issued debt of the Borrower and/or any of its
Subsidiaries (including the Subordinated Notes) in their capacity as such
holders (in each case to the extent not theretofore delivered to the
Lenders pursuant to this Agreement) and, with reasonable promptness, such
other information (financial or otherwise) as the Administrative Agent on
its own behalf or on behalf of any Lender may reasonably request in writing
from time to time.

(h) PRO FORMA ADJUSTMENT CERTIFICATE. Not later than the consummation
of the acquisition of any Acquired Entity or Business by the Borrower or
any Restricted Subsidiary for which there shall be a Pro Forma Adjustment,
a certificate of an Authorized Officer of the Borrower setting forth the
amount of such Pro Forma Adjustment and, in reasonable detail, the
calculations and basis therefor.

9.2 BOOKS, RECORDS AND INSPECTIONS. The Borrower will, and will
cause each of the Specified Subsidiaries to, permit officers and designated
representatives of the Administrative Agent or the Required Lenders to visit and
inspect any of the properties or assets of the Borrower and any such Specified
Subsidiary in whomsoever's possession to the extent that it is within the
Borrower's or such Specified Subsidiary's control to permit such inspection, and
to examine the books of account of the Borrower and any such Specified
Subsidiary and discuss the affairs, finances and accounts of the Borrower and of
any such Specified Subsidiary with, and be advised as to the same by, its and
their officers and independent accountants, all at such reasonable times and
intervals and to such reasonable extent as the Administrative Agent or the
Required Lenders may desire.

9.3 MAINTENANCE OF INSURANCE. The Borrower will, and will cause each
of the Material Subsidiaries to, at all times maintain in full force and effect,
with insurance companies that the Borrower believes (in the good faith judgment
of the management of the Borrower) are financially sound and responsible at the
time the relevant coverage is placed or renewed, insurance in at least such
amounts and against at least such risks (and with such risk retentions) as are
usually insured against in the same general area by companies engaged in the
same or a similar business; and will furnish to the Lenders, upon written
request from the Administrative Agent, information presented in reasonable
detail as to the insurance so carried.

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

(in the good faith judgment of the management of the Borrower) with respect
thereto in accordance with GAAP.

9.5 CONSOLIDATED CORPORATE FRANCHISES. The Borrower will do, and
will cause each Material Subsidiary to do, or cause to be done, all things
necessary to preserve and keep in full force and effect its existence, corporate
rights and authority, except to the extent that the failure to do so could not
reasonably be expected to have a Material Adverse Effect; PROVIDED, HOWEVER,
that the Borrower and its Subsidiaries may consummate any transaction permitted
under Section 10.3, 10.4 or 10.5.

9.6 COMPLIANCE WITH STATUTES, OBLIGATIONS, ETC. The Borrower will,
and will cause each Subsidiary to, comply with all applicable laws, rules,
regulations and orders, except to the extent the failure to do so could not
reasonably be expected to have a Material Adverse Effect.

9.7 ERISA. Promptly after the Borrower or any Subsidiary or any
ERISA Affiliate knows or has reason to know of the occurrence of any of the
following events that, individually or in the aggregate (including in the
aggregate such events previously disclosed or exempt from disclosure hereunder,
to the extent the liability therefor remains outstanding), would be reasonably
likely to have a Material Adverse Effect, the Borrower will deliver to each of
the Lenders a certificate of an Authorized Officer or any other senior officer
of the Borrower setting forth details as to such occurrence and the action, if
any, that the Borrower, such Subsidiary or such ERISA Affiliate is required or
proposes to take, together with any notices (required, proposed or otherwise)
given to or filed with or by the Borrower, such Subsidiary, such ERISA
Affiliate, the PBGC, a Plan participant (other than notices relating to an
individual participant's benefits) or the Plan administrator with respect
thereto: that a Reportable Event has occurred; that an accumulated funding
deficiency has been incurred or an application is to be made to the Secretary of
the Treasury for a waiver or modification of the minimum funding standard
(including any required installment payments) or an extension of any
amortization period under Section 412 of the Code with respect to a Plan; that a
Plan having an Unfunded Current Liability has been or is to be terminated,
reorganized, partitioned or declared insolvent under Title IV of ERISA
(including the giving of written notice thereof); that a Plan has an Unfunded
Current Liability that has or will result in a lien under ERISA or the Code;
that proceedings will be or have been instituted to terminate a Plan having an
Unfunded Current Liability (including the giving of written notice thereof);
that a proceeding has been instituted against the Borrower, a Subsidiary or an
ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent
contribution to a Plan; that the PBGC has notified the Borrower, any Subsidiary
or any ERISA Affiliate of its intention to appoint a trustee to administer any
Plan; that the Borrower, any Subsidiary or any ERISA Affiliate has failed to
make a required installment or other payment pursuant to Section 412 of the Code
with respect to a Plan; or that the Borrower, any Subsidiary or any ERISA
Affiliate has incurred or will incur (or has been notified in writing that it
will incur) any liability (including any 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 or 4204 of ERISA or Section 4971 or 4975 of the Code.

9.8 GOOD REPAIR. The Borrower will, and will cause each of the
Restricted Subsidiaries to, ensure that its properties and equipment used or
useful in its business in whomsoever's possession they may be to the extent that
it is within the Borrower's or such Restricted Subsidiary's control to cause
same, are kept in good repair, working order and condition, normal wear and tear
excepted, and that from time to time there are made in such properties and
equipment all needful and proper repairs, renewals, replacements, extensions,

additions, betterments and improvements thereto, to the extent and in the manner
customary for companies in similar businesses and consistent with third party
leases, except in each case to the extent the failure to do so could not be
reasonably expected to have a Material Adverse Effect.

9.9 TRANSACTIONS WITH AFFILIATES. The Borrower will conduct, and
cause each of the Restricted Subsidiaries to conduct, all transactions with any
of its Affiliates on terms that are substantially as favorable to the Borrower
or such Restricted Subsidiary as it would obtain in a comparable arm's-length
transaction with a Person that is not an Affiliate, PROVIDED that the foregoing
restrictions shall not apply to (a) the payment of customary annual fees to KKR
and/or its Affiliates for management, consulting and financial services rendered
to the Borrower and its Subsidiaries and investment banking fees paid to KKR and
its Affiliates for services rendered to the Borrower and its Subsidiaries in
connection with divestitures, acquisitions, financings and other transactions,
(b) customary fees paid to members of the Board of Directors of the Borrower and
its Subsidiaries and (c) transactions permitted by Section 10.6.

9.10 END OF FISCAL YEARS; FISCAL QUARTERS. The Borrower will, for
financial reporting purposes, cause (a) each of its, and each of its
Subsidiaries', fiscal years to end on December 31 of each year and (b) each of
its, and each of its Subsidiaries', fiscal quarters to end on dates consistent
with such fiscal year-end and the Borrower's past practice; PROVIDED, HOWEVER,
that the Borrower may, upon written notice to the Administrative Agent, change
the financial reporting convention specified above to any other financial
reporting convention reasonably acceptable to the Administrative Agent, in which
case the Borrower and the Administrative Agent will, and are hereby authorized
by the Lenders to, make any adjustments to this Agreement that are necessary in
order to reflect such change in financial reporting.

9.11 ADDITIONAL GUARANTORS. Except as provided in Section 10.1(j) or
(k), the Borrower will cause (a) any direct or indirect Domestic Subsidiary
(other than any Unrestricted Subsidiary or Acquisition Subsidiary) formed or
otherwise purchased or acquired after the date hereof and (b) any Subsidiary
(other than any Unrestricted Subsidiary or Acquisition Subsidiary) that is not a
Domestic Subsidiary on the date hereof but subsequently becomes a Domestic
Subsidiary (other than any Unrestricted Subsidiary or Acquisition Subsidiary),
in each case to execute a supplement to the Guarantee, in form and substance
reasonably satisfactory to the Administrative Agent, in order to become a
Guarantor.

9.12 PLEDGES OF ADDITIONAL STOCK AND EVIDENCE OF INDEBTEDNESS. Except
as provided in Section 10.1(j) or (k), the Borrower will pledge, and, in the
case of clause (c), will cause each direct Domestic Subsidiary to pledge, to the
Administrative Agent, for the benefit of the Lenders, (a) all the capital stock
of each direct Domestic Subsidiary (other than any Unrestricted Subsidiary,
Acquisition Subsidiary or any Domestic Subsidiary the assets of which consist
primarily of capital stock of Foreign Subsidiaries) and 65% of all the capital
stock of each direct Material Subsidiary that is a Foreign Subsidiary (other
than any Unrestricted Subsidiary or Acquisition Subsidiary), in each case,
formed or otherwise purchased or acquired after the date hereof, in each case
pursuant to a supplement to the Pledge Agreement in form and substance
reasonably satisfactory to the Administrative Agent, (b) all the capital stock
of any direct Domestic Subsidiary (other than any Unrestricted Subsidiary or
Acquisition Subsidiary) and 65% of all the capital stock of each direct Material
Subsidiary that is a Foreign Subsidiary (other than any Unrestricted Subsidiary
or Acquisition Subsidiary), in each case that is not a direct Subsidiary on the
date hereof but subsequently becomes a direct Subsidiary (other than an
Unrestricted Subsidiary or Acquisition Subsidiary), in each case pursuant to a
supplement to the Pledge Agreement in form and substance reasonably satisfactory
to the Administrative Agent, and (c) all evidences of Indebtedness in excess of
$5,000,000 received by the Borrower or any of

the direct Domestic Subsidiaries (other than any Unrestricted Subsidiary or
Acquisition Subsidiary) in connection with any disposition of assets pursuant to
Section 10.4(b), in each case pursuant to a supplement to the Pledge Agreement
in form and substance reasonably satisfactory to the Administrative Agent.

9.13 USE OF PROCEEDS. The Borrower will use the Letters of Credit and
the proceeds of all Loans for the purposes set forth in the introductory
statement to this Agreement.

9.14 CHANGES IN BUSINESS. The Borrower and its Subsidiaries taken as
a whole will not fundamentally and substantively alter the character of their
business taken as a whole from the business conducted by the Borrower and its
Subsidiaries taken as a whole on the date hereof and other business activities
incidental or related to any of the foregoing.

9.15 OWNERSHIP OF ASSETS. (a) The Borrower will, as soon as
reasonably practicable and in any event by the date that is 120 days after the
Closing Date, engage in transactions involving the Borrower and its
Subsidiaries so that, after giving effect to such transactions, the Pledged
Subsidiaries hold assets representing not less than a substantial majority of
the aggregate fair value of the assets of the Borrower and its Subsidiaries
(determined by the Borrower in good faith on a consolidated basis) at such date,
PROVIDED that the foregoing shall not be deemed to require the Borrower or its
Subsidiaries to obtain (i) consent by any lessor or landlord under any leases,
(ii) transfer of supply and similar trade arrangements entered into in the
ordinary course of business or (iii) any consent from any other third party in
connection therewith if the Borrower determines that seeking such consent would
be materially detrimental to the Borrower's business or if the Borrower has used
commercially reasonably efforts to obtain such consent and has been usable to do
so, so long as, to the extent that the contract, license, arrangement or asset
as to which such consent is not obtained is necessary for the normal conduct of
the business of the Borrower and its Subsidiaries, such Pledged Subsidiaries (or
their Subsidiaries) shall have the ability to realize the practical benefits of
such contract, license, arrangement or asset notwithstanding the failure to
obtain such consent to respect thereof.

(b) The Borrower will, from and after the date that is 120 days after
the Closing Date, refrain from engaging in or permitting to occur any
transaction or other event that results, after giving effect to such transaction
or event, in the Pledged Subsidiaries (and their Restricted Subsidiaries)
holding assets representing less than the lesser of (i) a substantial majority
of the aggregate fair value of the assets of the Borrower and its Subsidiaries
(determined by the Borrower in good faith on a consolidated basis) at such time
and (ii) an aggregate fair value at such time substantially equal to the fair
value (determined by the Borrower in good faith on a consolidated basis) at such
time of the assets initially transferred to Pledged Subsidiaries (and their
Restricted Subsidiaries) pursuant to Section 9.15(a).

9.16 ISSUANCE OF SUBORDINATED NOTES. The Borrower will use
commercially reasonable efforts to issue the Subordinated Notes as soon as
reasonably practicable following the Closing Date.

SECTION 10. NEGATIVE COVENANTS. The Borrower hereby covenants and
agrees that on the Closing Date and thereafter, for so long as this Agreement is
in effect and until the Commitments, the Swingline Commitment and each Letter of
Credit have terminated and the

Loans and Unpaid Drawings, together with interest, Fees and all other
Obligations incurred hereunder, are paid in full:

10.1 LIMITATION ON INDEBTEDNESS. The Borrower will not, and will not
permit any of the Restricted Subsidiaries to, create, incur, assume or suffer to
exist any Indebtedness, except:

(a) Indebtedness arising under the Credit Documents;

(b) Indebtedness of (i) the Borrower to any Subsidiary of the Borrower
and (ii) any Restricted Subsidiary to the Borrower or any other Subsidiary
of the Borrower;

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

(d) except as provided in clauses (j) and (k) below, Guarantee
Obligations incurred by (i) Restricted Subsidiaries in respect of
Indebtedness of the Borrower or other Restricted Subsidiaries that is
permitted to be incurred under this Agreement and (ii) the Borrower in
respect of Indebtedness of the Restricted Subsidiaries that is permitted to
be incurred under this Agreement;

(e) Guarantee Obligations incurred in the ordinary course of business
in respect of obligations of suppliers, customers, franchisees, lessors and
licensees;

(f) (i) Indebtedness (including Indebtedness arising under Capital
Leases) incurred within 270 days of the acquisition, construction or
improvement of fixed or capital assets to finance the acquisition,
construction or improvement of such fixed or capital assets or otherwise
incurred in respect of Capital Expenditures permitted by Section 10.12,
(ii) Indebtedness arising under Capital Leases entered into in connection
with Permitted Sale Leasebacks and (iii) Indebtedness arising under Capital
Leases, other than Capital Leases in effect on the date hereof and Capital
Leases entered into pursuant to subclauses (i) and (ii) above, PROVIDED
that the aggregate amount of Indebtedness incurred pursuant to this
subclause (iii) shall not exceed $25,000,000 at any time outstanding, and
(iv) any refinancing, refunding, renewal or extension of any Indebtedness
specified in subclause (i), (ii) or (iii) above, PROVIDED that the
principal amount thereof is not increased above the principal amount
thereof outstanding immediately prior to such refinancing, refunding,
renewal or extension;

(g) Indebtedness outstanding on the date hereof and listed on
Schedule 10.1 and any refinancing, refunding, renewal or extension thereof,
PROVIDED that (i) the principal amount thereof is not increased above the
principal amount thereof outstanding immediately prior to such refinancing,
refunding, renewal or extension, except to the extent otherwise permitted
hereunder, and (ii) the direct and contingent obligors with respect to such
Indebtedness are not changed;

(h) Indebtedness in respect of Hedge Agreements;

(i) Indebtedness in respect of (i) the Subordinated Loans and (ii) the
Subordinated Notes;

(j) (i) Indebtedness of a Person or Indebtedness attaching to assets
of a Person that, in either case, becomes a Restricted Subsidiary
(including a Restricted Subsidiary that is also an Acquisition Subsidiary)
or Indebtedness attaching to assets that are acquired by the Borrower

or any Restricted Subsidiary (including any Acquisition Subsidiary), in
each case after the Closing Date as the result of a Permitted Acquisition,
PROVIDED that (w) such Indebtedness existed at the time such Person became
a Restricted Subsidiary or at the time such assets were acquired and, in
each case, was not created in anticipation thereof, (x) such Indebtedness
is not guaranteed in any respect by the Borrower or any Restricted
Subsidiary (other than any such person that so becomes a Restricted
Subsidiary), (y)(A) the Borrower pledges the capital stock of such Person
to the Administrative Agent to the extent required under Section 9.12, (B)
such Person executes a supplement to the Guarantee to the extent required
under Section 9.11 and (C) if any such Indebtedness is secured, (1) the
Guarantee referred to in the preceding subclause (B) is equally and ratably
secured or (2) in the case of assets acquired by the Borrower or any
Restricted Subsidiary (other than any Acquisition Subsidiary), the
Borrower's obligations hereunder or such Restricted Subsidiary's Guarantee,
as the case may be, are equally and ratably secured, PROVIDED that the
requirements of this subclause (y) shall not apply to an aggregate amount
at any time outstanding of up to (and including) $75,000,000 of the
aggregate of (1) such Indebtedness and (2) all Indebtedness as to which the
proviso to clause (k)(i)(y) below then applies, and (z) the aggregate
amount of such Indebtedness and all Indebtedness incurred under clause (k)
below, when taken together, does not exceed $150,000,000 in the aggregate
at any time outstanding, PROVIDED that, when calculating the outstanding
amount of Indebtedness for purposes of this subclause (z), Indebtedness of
any Acquisition Subsidiary, Indebtedness attaching to assets of any
Acquisition Subsidiary and Indebtedness attaching to assets acquired by any
Acquisition Subsidiary shall be excluded, and (ii) any refinancing,
refunding, renewal or extension of any Indebtedness specified in
subclause (i) above, PROVIDED that, except to the extent otherwise
permitted hereunder, (x) the principal amount of any such Indebtedness is
not increased above the principal amount thereof outstanding immediately
prior to such refinancing, refunding, renewal or extension and (y) the
direct and contingent obligors with respect to such Indebtedness are not
changed;

(k) (i) Indebtedness of the Borrower or any Restricted Subsidiary
(including any Acquisition Subsidiary) incurred to finance a Permitted
Acquisition, PROVIDED that (x) such Indebtedness is not guaranteed in any
respect by any Restricted Subsidiary (other than any Person acquired (the
"ACQUIRED PERSON") as a result of such Permitted Acquisition or the
Restricted Subsidiary so incurring such Indebtedness) or, in the case of
Indebtedness of any Restricted Subsidiary, by the Borrower, (y)(A) the
Borrower pledges the capital stock of such acquired Person to the
Administrative Agent to the extent required under Section 9.12, (B) such
acquired Person executes a supplement to the Guarantee to the extent
required under Section 9.11 and (C) if a guarantee by such acquired Person
of any such Indebtedness is secured by assets of such acquired Person, the
Guarantee referred to in the preceding subclause (B) is equally and ratably
secured, PROVIDED that the requirements of this subclause (y) shall not
apply to an aggregate amount at any time outstanding of up to (and
including) $75,000,000 of the aggregate of (1) such Indebtedness and
(2) all Indebtedness as to which the proviso to clause (j)(i)(y) above then
applies, and (z) the aggregate amount of such Indebtedness and all
Indebtedness assumed or permitted to exist under clause (j) above, when
taken together, does not exceed $150,000,000 in the aggregate at any time
outstanding, PROVIDED that, when calculating the outstanding amount of
Indebtedness for purposes of this subclause (z), Indebtedness of any
Acquisition Subsidiary shall be excluded, and (ii) any refinancing,
refunding, renewal or extension of any Indebtedness specified in
subclause (i) above, PROVIDED that (x) the principal amount of any such
Indebtedness is not increased above the principal amount thereof
outstanding immediately prior to such refinancing, refunding, renewal or
extension and (y) the direct and contingent obligors with respect to such
Indebtedness are not changed, except to the extent otherwise permitted
hereunder;

(l) Indebtedness of Restricted Foreign Subsidiaries in an aggregate
amount at any time outstanding not to exceed (i) $50,000,000 MINUS (ii) the
amount, if any, by which the aggregate amount of Indebtedness incurred and
outstanding at such time pursuant to clause (n) below exceeds $100,000,000;

(m) (i) Indebtedness incurred in connection with any Permitted Sale
Leaseback and (ii) any refinancing, refunding, renewal or extension of any
Indebtedness specified in subclause (i) above, PROVIDED that, except to the
extent otherwise permitted hereunder, (x) the principal amount of any such
Indebtedness is not increased above the principal amount thereof
outstanding immediately prior to such refinancing, refunding, renewal or
extension and (y) the direct and contingent obligors with respect to such
Indebtedness are not changed; and

(n) (i) additional Indebtedness, PROVIDED that the aggregate amount of
Indebtedness incurred and remaining outstanding pursuant to this clause (n)
shall not at any time exceed the sum of (x) $100,000,000 and (y) the
amount, if any, by which $50,000,000 exceeds the aggregate amount of
Indebtedness then outstanding under clause (l) above, and (ii) any
refinancing, refunding, renewal or extension of any Indebtedness specified
in subclause (i) above.

10.2 LIMITATION ON LIENS. The Borrower will not, and will not permit
any of the Restricted Subsidiaries to, create, incur, assume or suffer to exist
any Lien upon any property or assets of any kind (real or personal, tangible or
intangible) of the Borrower or any Restricted Subsidiary, whether now owned or
hereafter acquired, except:

(a) Liens arising under the Credit Documents;

(b) Permitted Liens;

(c) Liens securing Indebtedness permitted pursuant to Section 10.1(f),
PROVIDED that such Liens attach at all times only to the assets so
financed;

(d) Liens existing on the date hereof;

(e) Liens existing on the assets of any Person that becomes a
Restricted Subsidiary, or existing on assets acquired, pursuant to a
Permitted Acquisition to the extent the Liens on such assets secure
Indebtedness permitted by Section 10.1(j), PROVIDED that such Liens attach
at all times only to the same assets that such Liens attached to, and
secure only the same Indebtedness that such Liens secured, immediately
prior to such Permitted Acquisition;

(f) (i) Liens placed upon the capital stock of any Restricted
Subsidiary acquired pursuant to a Permitted Acquisition to secure
Indebtedness of the Borrower or any other Restricted Subsidiary incurred
pursuant to Section 10.1(k) in connection with such Permitted Acquisition,
(ii) Liens placed upon the assets of such Restricted Subsidiary to secure a
guarantee by such Restricted Subsidiary of any such Indebtedness of the
Borrower or any other Restricted Subsidiary and (iii) Liens placed upon the
capital stock or assets of any Acquisition Subsidiary to secure
Indebtedness of such Acquisition Subsidiary incurred pursuant to Section
10.1(k) in connection with any Permitted Acquisition;

(g) the replacement, extension or renewal of any Lien permitted by
clauses (a) through (f) above upon or in the same assets theretofore
subject to such Lien or the replacement, extension

or renewal (without increase in the amount or change in any direct or
contingent obligor except to the extent otherwise permitted hereunder) of
the Indebtedness secured thereby; and

(h) additional Liens so long as the aggregate principal amount of the
obligations so secured does not exceed $25,000,000 at any time outstanding.

LIMITATION ON FUNDAMENTAL CHANGES. Except as expressly permitted by
Section 10.4 or 10.5, the Borrower will not, and will not permit any of the
Restricted Subsidiaries to, enter into any merger, consolidation or
amalgamation, or liquidate, wind up or dissolve itself (or suffer any
liquidation or dissolution), or convey, sell, lease, assign, transfer or
otherwise dispose of, all or substantially all its business units, assets or
other properties, except that:

(i) any Subsidiary of the Borrower or any other Person may be
merged or consolidated with or into the Borrower, PROVIDED that
(i) the Borrower shall be the continuing or surviving corporation or
the Person formed by or surviving any such merger or consolidation (if
other than the Borrower) shall be a corporation organized or existing
under the laws of the United States, any state thereof, the District
of Columbia or any territory thereof (the Borrower or such Person, as
the case may be, being herein referred to as the "SUCCESSOR
BORROWER"), (ii) the Successor Borrower (if other than the Borrower)
shall expressly assume all the obligations of the Borrower under this
Agreement and the other Credit Documents pursuant to a supplement
hereto or thereto in form reasonably satisfactory to the
Administrative Agent, (iii) no Default or Event of Default would
result from the consummation of such merger or consolidation, (iv) the
Successor Borrower shall be in compliance, on a pro forma basis after
giving effect to such merger or consolidation, with the covenants set
forth in Sections 10.9, 10.10 and 10.11, as such covenants are
recomputed as at the last day of the most recently ended Test Period
under such Section as if such merger or consolidation had occurred on
the first day of such Test Period, (v) each Guarantor, unless it is
the other party to such merger or consolidation, shall have by a
supplement to the Guarantee confirmed that its Guarantee shall apply
to the Successor Borrower's obligations under this Agreement and (vi)
the Borrower shall have delivered to the Administrative Agent an
officer's certificate and an opinion of counsel, each stating that
such merger or consolidation and such supplement to this Agreement or
any Guarantee comply with this Agreement, PROVIDED FURTHER that if the
foregoing are satisfied, the Successor Borrower (if other than the
Borrower) will succeed to, and be substituted for, the Borrower under
this Agreement;

(ii) any Subsidiary of the Borrower or any other Person may be
merged or consolidated with or into any one or more Subsidiaries of
the Borrower, PROVIDED that (i) in the case of any merger or
consolidation involving one or more Restricted Subsidiaries, (A) a
Restricted Subsidiary shall be the continuing or surviving corporation
or (B) the Borrower shall take all steps necessary to cause the Person
formed by or surviving any such merger or consolidation (if other than
a Restricted Subsidiary) to become a Restricted Subsidiary, (ii) in
the case of any merger or consolidation involving one or more
Guarantors, a Guarantor shall be the continuing or surviving
corporation or the Person formed by or surviving any such merger or
consolidation (if other than a Guarantor) shall execute a supplement
to the Guarantee in form and substance reasonably satisfactory to the
Administrative Agent in order to become a Guarantor, (iii) no Default
or Event of Default would result from the consummation of such merger
or consolidation, (iv) the Borrower shall be in compliance, on a pro
forma basis after giving effect to such merger or consolidation, with
the covenants set forth in Sections 10.9, 10.10 and 10.11,

as such covenants are recomputed as at the last day of the most
recently ended Test Period under such Section as if such merger or
consolidation had occurred on the first day of such Test Period, and
(v) the Borrower shall have delivered to the Administrative Agent an
Officers' Certificate stating that such merger or consolidation and
such supplement to any Guarantee comply with this Agreement;

(iii) any Restricted Subsidiary that is not a Guarantor may sell,
lease, transfer or otherwise dispose of any or all of its assets (upon
voluntary liquidation or otherwise) to the Borrower, a Guarantor or
any other Restricted Subsidiary of the Borrower; and

(iv) any Guarantor may sell, lease, transfer or otherwise dispose
of any or all of its assets (upon voluntary liquidation or otherwise)
to the Borrower or any other Guarantor.

10.4 LIMITATION ON SALE OF ASSETS. The Borrower will not, and will
not permit any of the Restricted Subsidiaries to, (i) convey, sell, lease,
assign, transfer or otherwise dispose of any of its property, business or assets
(including, without limitation, receivables and leasehold interests), whether
now owned or hereafter acquired (other than any such sale, transfer, assignment
or other disposition resulting from any casualty or condemnation, of any assets
of the Borrower or the Restricted Subsidiaries) or (ii) sell any shares owned by
it of any Restricted Subsidiary's capital stock to any Person other than the
Borrower, a Guarantor or a Restricted Foreign Subsidiary, except that:

(a) the Borrower and the Restricted Subsidiaries may sell, transfer or
otherwise dispose of used or surplus equipment, vehicles, inventory and
other assets in the ordinary course of business;

(b) the Borrower and the Restricted Subsidiaries may sell, transfer or
otherwise dispose of other assets for fair value, PROVIDED that (i) the
aggregate amount of such sales, transfers and disposals by the Borrower and
the Restricted Subsidiaries taken as a whole pursuant to this clause (b)
shall not exceed in the aggregate $125,000,000 during the term of this
Agreement, (ii) any consideration in excess of $5,000,000 received by the
Borrower or any Guarantor in connection with such sales, transfers and
other dispositions of assets pursuant to this clause (b) that is in the
form of Indebtedness shall be pledged to the Administrative Agent pursuant
to Section 9.12, (iii) with respect to any such sale, transfer or
disposition (or series of related sales, transfers or dispositions) in an
aggregate amount in excess of $10,000,000, the Borrower shall be in
compliance, on a pro forma basis after giving effect to such sale, transfer
or disposition, with the covenants set forth in Sections 10.9, 10.10 and
10.11, as such covenants are recomputed as at the last day of the most
recently ended Test Period under such Sections as if such sale, transfer or
disposition had occurred on the first day of such Test Period, and
(iv) after giving effect to any such sale, transfer or disposition, no
Default or Event of Default shall have occurred and be continuing;

(c) the Borrower and the Restricted Subsidiaries may make sales of
assets to the Borrower or to any Restricted Subsidiary, PROVIDED that any
such sales to Restricted Foreign Subsidiaries shall be for fair value;

(d) any Restricted Subsidiary may effect any transaction permitted by
Section 10.3;

(e) in addition to selling or transferring accounts receivable
pursuant to the other provisions hereof, the Borrower and the Restricted
Subsidiaries may sell or discount without

recourse accounts receivable arising in the ordinary course of business in
connection with the compromise or collection thereof; and

(f) the Borrower and the Restricted Subsidiaries may sell, transfer or
otherwise dispose of Stores in connection with Permitted Sale Leasebacks.

10.5 LIMITATION ON INVESTMENTS. The Borrower will not, and will not
permit any of the Restricted Subsidiaries to, make any advance, loan, extensions
of credit or capital contribution to, or purchase any stock, bonds, notes,
debentures or other securities of or any assets of, or make any other investment
in, any Person, except:

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

(b) Permitted Investments;

(c) loans and advances to officers, directors and employees of the
Borrower or any of its Subsidiaries (i) to finance the purchase of capital
stock of the Borrower and (ii) for additional purposes not contemplated by
subclause (i) above in an aggregate principal amount at any time
outstanding with respect to this clause (ii) not exceeding $10,000,000;

(d) investments existing on the date hereof and any extensions,
renewals or reinvestments thereof, so long as the aggregate amount of all
investments pursuant to this clause (d) is not increased at any time above
the amount of such investments existing on the date hereof;

(e) investments in Hedge Agreements permitted by Section 10.1(h);

(f) investments received in connection with the bankruptcy or
reorganization of suppliers or customers and in settlement of delinquent
obligations of, and other disputes with, customers arising in the ordinary
course of business;

(g) investments to the extent that payment for such investments is
made solely with capital stock of the Borrower;

(h) investments constituting non-cash proceeds of sales, transfers and
other dispositions of assets to the extent permitted by Section 10.4;

(i) investments in any Guarantor;

(j) investments constituting Permitted Acquisitions, PROVIDED that the
aggregate amount of any such investment made by the Borrower or any
Restricted Subsidiary (other than any Acquisition Subsidiary) in any
Acquisition Subsidiary shall not exceed the Available Amount at the time of
such investment, and PROVIDED FURTHER that the aggregate amount of any such
investment made by the Borrower or any Restricted Subsidiary (other than
any Restricted Foreign Subsidiary) in any Restricted Foreign Subsidiary
shall not exceed (i) the Available Foreign Investment Amount at the time of
such investment MINUS (ii) the portion of the Available Foreign Investment
Amount being used at such time for investments made pursuant to clause (n)
below;

(k) investments in any Restricted Foreign Subsidiary, PROVIDED that
the aggregate amount of any such investment made by the Borrower or any
Restricted Subsidiary (other than any Restricted Foreign Subsidiary) shall
not exceed (i) the Available Foreign Investment Amount

at the time of such investment MINUS (ii) the portion of the Available
Foreign Investment Amount being used at such time for investments made
pursuant to clause (n) below;

(l) investments made to pay for the repurchase, retirement or other
acquisition of the Remaining Equity in an aggregate amount at the time of
such investment not in excess of the lesser of (i) the Available Amount at
such time and (ii) the aggregate amount of such investments then permitted
to be made under the Subordinated Note Indenture;

(m) investments made to repurchase or retire common stock of the
Borrower owned by the Borrower's employee stock ownership plan or key
employee stock ownership plan;

(n) additional investments (including investments in Minority
Investments, Unrestricted Subsidiaries and Acquisition Subsidiaries) in an
aggregate amount at the time of such investment not in excess of the sum of
(i) the Available Amount at such time and (ii) the amount equal to one-half
of the Available Foreign Investment Amount at such time; and

(o) investments permitted under Section 10.6.

10.6 LIMITATION ON DIVIDENDS. The Borrower will not declare or pay
any dividends (other than dividends payable solely in its capital stock or
rights, warrants or options to purchase its capital stock) or return any capital
to its stockholders or make any other distribution, payment or delivery of
property or cash to its stockholders as such, or redeem, retire, purchase or
otherwise acquire, directly or indirectly, for consideration, any shares of any
class of its capital stock or the capital stock of any direct or indirect parent
of the Borrower now or hereafter outstanding (or any warrants for or options or
stock appreciation rights in respect of any of such shares), or set aside any
funds for any of the foregoing purposes, or permit any of the Restricted
Subsidiaries to purchase or otherwise acquire for consideration (other than in
connection with an investment permitted by Section 10.5) any shares of any class
of the capital stock of the Borrower, now or hereafter outstanding (or any
options or warrants or stock appreciation rights issued by such Person with
respect to its capital stock) (all of the foregoing "DIVIDENDS"), PROVIDED that,
so long as no Default or Event of Default exists or would exist after giving
effect thereto, (a) the Borrower may redeem in whole or in part any capital
stock of the Borrower (i) for the Replacement Preferred Stock, (ii) for another
class of capital stock or rights to acquire capital stock of the Borrower or
(iii) with proceeds from substantially concurrent equity contributions or
issuances of new shares of capital stock, PROVIDED that such other class of
capital stock (other than any Replacement Preferred Stock) contains terms and
provisions at least as advantageous to the Lenders in all respects material to
their interests as those contained in the capital stock redeemed thereby,
(b) the Borrower may repurchase shares of its capital stock (and/or options or
warrants in respect thereof) held by its officers, directors and employees so
long as such repurchase is pursuant to, and in accordance with the terms of,
management and/or employee stock plans, stock subscription agreements or
shareholder agreements, (c) the Borrower may make investments permitted by
Section 10.5, (d) the Borrower may declare and pay dividends on its capital
stock, PROVIDED that (i) the aggregate amount of dividends paid pursuant to this
clause (d) shall not at any time exceed 50% of Cumulative Consolidated Net
Income Available to Stockholders at such time less the amount of dividends
previously paid pursuant to this clause (d) following the last day of the most
recent fiscal quarter for which Section 9.1 Financials have been delivered to
the Lenders under Section 9.1 and (ii) at the time of the payment of any such
dividends and after giving effect thereto, the Consolidated Total Debt to
Consolidated EBITDA Ratio on the date of such payment of such dividends shall be
less than 4.00:1.00 and (e) the Borrower may declare and pay dividends and/or
make distributions on its capital stock, the proceeds of which will be used by
CCPC solely to pay taxes of CCPC, the Borrower and its

Subsidiaries as part of a consolidated tax filing group, along with franchise
taxes, administrative and similar expenses related to its existence and
ownership of the Borrower, PROVIDED that the amount of such dividends does not
exceed in any fiscal year the amount of such taxes and expenses payable for such
fiscal year.

10.7 LIMITATIONS ON DEBT PAYMENTS AND AMENDMENTS. (a) The Borrower
will not (i) prepay, repurchase or redeem or otherwise defease any portion of
the Subordinated Loans or (ii) prepay, repurchase or redeem or otherwise defease
any Subordinated Notes; PROVIDED, HOWEVER, that (A) the Borrower may prepay the
principal of, and accrued interest on, the Subordinated Loans with Revolving
Credit Loans as contemplated by this Agreement and may prepay the remainder of
the principal of, and accrued interest on, the Subordinated Loans with the Net
Cash Proceeds of the Subordinated Notes and (B) so long as no Default or Event
of Default has occurred and is continuing, the Borrower may prepay, repurchase
or redeem Subordinated Notes (x) for an aggregate price not in excess of the
Available Amount at the time of such prepayment, repurchase or redemption or
(y) with the proceeds of subordinated Indebtedness that (1) is permitted by
Section 10.1 and (2) has terms material to the interests of the Lenders not
materially less advantageous to the Lenders than those of the Subordinated
Notes.

(b) The Borrower will not waive, amend, modify, terminate or release
the Subordinated Loan Agreement or the Subordinated Note Indenture to the
extent that any such waiver, amendment, modification, termination or release
would be adverse to the Lenders in any material respect.

(c) The Borrower will not waive, amend, modify, terminate or release
the Certificate of Designations relating to the Junior Preferred Stock to the
extent that any such waiver, amendment, modification, termination or release
would be adverse to the Lenders in any material respect, PROVIDED that the
Borrower shall be entitled to make appropriate modifications to the Certificate
of Designations consistent with clause (b) of the definition of the term
Replacement Preferred Stock or in connection with the issuance of the
Replacement Preferred Stock as contemplated by Section 10.6(a).

10.8 LIMITATIONS ON SALE LEASEBACKS. The Borrower will not, and will
not permit any of the Restricted Subsidiaries to, enter into or effect any Sale
Leasebacks, other than Permitted Sale Leasebacks.

10.9 CONSOLIDATED LEASE EXPENSE. The Borrower will not permit
Consolidated Lease Expense for any fiscal year of the Borrower set forth below
to exceed the amount set forth below opposite such fiscal year:

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

1998 $32,000,000
1999 35,000,000
2000 38,000,000
2001 42,000,000
2002 46,000,000
2003 50,600,000
2004 55,700,000
2005 61,200,000
2006 67,300,000

10.10 CONSOLIDATED TOTAL DEBT TO CONSOLIDATED EBITDA RATIO. The
Borrower will not permit the Consolidated Total Debt to Consolidated EBITDA
Ratio for any Test Period ending during any period set forth below to be greater
than the ratio set forth below opposite such period:

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

12/31/98 - 3/30/99 6.50:1.00

3/31/99 - 12/30/99 6.35:1.00

12/31/99 - 12/30/00 6.00:1.00

12/31/00 - 12/30/01 5.50:1.00

12/31/01 - 12/30/02 5.00:1.00

12/31/02 - 12/30/03 4.50:1.00

12/31/03 - 12/30/04 4.25:1.00

12/31/04 and thereafter 4.00:1.00

10.11 CONSOLIDATED EBITDA TO CONSOLIDATED INTEREST EXPENSE RATIO.
The Borrower will not permit the Consolidated EBITDA to Consolidated Interest
Expense Ratio for any Test Period ending during any period set forth below to be
less than the ratio set forth below opposite such period:

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

6/30/98 - 12/30/98 1.50:1.00

12/31/98 - 12/30/99 1.60:1.00

12/31/99 - 12/30/00 1.80:1.00

12/31/00 - 12/30/01 2.00:1.00

12/31/01 - 12/30/02 2.00:1.00

12/31/02 - 12/30/03 2.25:1.00

12/31/03 and thereafter 2.50:1.00

10.12 CAPITAL EXPENDITURES. The Borrower will not, and will not
permit any of the Restricted Subsidiaries to, make any Capital Expenditures
(other than Permitted Acquisitions that constitute Capital Expenditures), that
would cause the aggregate amount of such Capital Expenditures made by the
Borrower and the Restricted Subsidiaries in any fiscal year of the Borrower set
forth below to exceed the greater of (a) the amount set forth below under column
A and (b) the amount equal to the Consolidated Net Sales for such fiscal year
multiplied by the number set forth below under column B opposite such fiscal
year:

Fiscal Year A B
----------- --- ---

1998 $35,000,000 0.06
1999 45,000,000 0.07
2000 45,000,000 0.07
2001 45,000,000 0.07
2002 45,000,000 0.07
2003 45,000,000 0.07
2004 45,000,000 0.07
2005 45,000,000 0.07
2006 45,000,000 0.07

To the extent that Capital Expenditures (other than Permitted Acquisitions that
constitute Capital Expenditures) made by the Borrower and the Restricted
Subsidiaries during any fiscal year are less than the maximum amount permitted
to be made for such fiscal year, 75% of such unused amount (each such amount, a
"CARRY-FORWARD AMOUNT") may be carried forward to the immediately succeeding
fiscal year and utilized to make such Capital Expenditures in such succeeding
fiscal year in the event the amount set forth above for such succeeding fiscal
year has been used (it being understood and agreed that (a) no carry-forward
amount may be carried forward beyond the first two fiscal years immediately
succeeding the fiscal year in which it arose, (b) no portion of the
carry-forward amount available for any fiscal year may be used until the entire
amount of such Capital Expenditures permitted to be made in such fiscal year
(without giving effect to such carry-forward amount) shall be made and (c) if
the carry-forward amount

available for any fiscal year is the sum of amounts carried forward from each of
the two immediately preceding fiscal years, no portion of such carry-forward
amount from the earlier of the two immediately preceding fiscal years may be
used until the entire portion of such carry-forward amount from the more recent
immediately preceding fiscal year shall have been used for such Capital
Expenditures made in such fiscal year).

SECTION 11 EVENTS OF DEFAULT. Upon the occurrence of any of the
following specified events (each an "EVENT OF DEFAULT"):

11.1 PAYMENTS. The Borrower shall (a) default in the payment when due
of any principal of the Loans or (b) default, and such default shall continue
for five or more days, in the payment when due of any interest on the Loans or
any Fees or any Unpaid Drawings or of any other amounts owing hereunder or under
any other Credit Document; or

11.2 REPRESENTATIONS, ETC.. Any representation, warranty or statement
made or deemed made by any Credit Party herein or in the Guarantee, the Pledge
Agreement or any certificate delivered or required to be delivered pursuant
hereto or thereto shall prove to be untrue in any material respect on the date
as of which made or deemed made; or

11.3 COVENANTS. Any Credit Party shall (a) default in the due
performance or observance by it of any term, covenant or agreement contained in
Section 9.1(e), 9.15 or Section 10 or (b) default in the due performance or
observance by it of any term, covenant or agreement (other than those referred
to in Section 11.1 or 11.2 or clause (a) of this Section 11.3) contained in this
Agreement, the Guarantee or the Pledge Agreement and such default shall continue
unremedied for a period of at least 30 days after receipt of written notice by
the Borrower from the Administrative Agent or the Required Lenders; or

11.4 DEFAULT UNDER OTHER AGREEMENTS. (a) The Borrower or any of the
Restricted Subsidiaries shall (i) default in any payment with respect to any
Indebtedness (other than the Obligations) in excess of $20,000,000 in the
aggregate, for the Borrower and such Subsidiaries, beyond the period of grace,
if any, provided in the instrument or agreement under which such Indebtedness
was created or (ii) default in the observance or performance of any agreement or
condition relating to any such Indebtedness or contained in any instrument or
agreement evidencing, securing or relating thereto, or (except in the case of
Indebtedness consisting of any Hedge Agreement) any other event shall occur or
condition exist, the effect of which default or other event or condition is to
cause, or to permit the holder or holders of such Indebtedness (or a trustee or
agent on behalf of such holder or holders) to cause, any such Indebtedness to
become due prior to its stated maturity; or (b) without limiting the provisions
of clause (a) above, any such Indebtedness (other than Indebtedness consisting
of any Hedge Agreement) shall be declared to be due and payable, or required to
be prepaid other than by a regularly scheduled required prepayment or as a
mandatory prepayment, prior to the stated maturity thereof; or

11.5 BANKRUPTCY, ETC.. The Borrower or any Specified Subsidiary shall
commence a voluntary case concerning itself under Title 11 of the United States
Code entitled "Bankruptcy," as now or hereafter in effect, or any successor
thereto (the "BANKRUPTCY CODE"); or an involuntary case is commenced against the
Borrower or any Specified Subsidiary and the petition is not controverted within
10 days after commencement of the case; or an involuntary case is commenced
against the Borrower or any Specified Subsidiary and the petition is not
dismissed within 60 days after commencement of the case; or a custodian (as
defined in the Bankruptcy Code) is appointed for, or takes charge of, all or
substantially all of the property of

the Borrower or any Specified Subsidiary; or the Borrower or any Specified
Subsidiary commences any other proceeding under any reorganization, arrangement,
adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or
similar law of any jurisdiction whether now or hereafter in effect relating to
the Borrower or any Specified Subsidiary; or there is commenced against the
Borrower or any Specified Subsidiary any such proceeding that remains
undismissed for a period of 60 days; or the Borrower or any Specified Subsidiary
is adjudicated insolvent or bankrupt; or any order of relief or other order
approving any such case or proceeding is entered; or the Borrower or any
Specified Subsidiary suffers any appointment of any custodian or the like for it
or any substantial part of its property to continue undischarged or unstayed for
a period of 60 days; or the Borrower or any Specified Subsidiary makes a general
assignment for the benefit of creditors; or any corporate action is taken by the
Borrower or any Specified Subsidiary for the purpose of effecting any of the
foregoing; or

11.6 ERISA. (a) Any Plan shall fail to satisfy the minimum funding
standard required for any plan year or part thereof or a waiver of such standard
or extension of any amortization period is sought or granted under Section 412
of the Code; any Plan is or shall have been terminated or is the subject of
termination proceedings under ERISA (including the giving of written notice
thereof); an event shall have occurred or a condition shall exist in either case
entitling the PBGC to terminate any Plan or to appoint a trustee to administer
any Plan (including the giving of written notice thereof); any Plan shall have
an accumulated funding deficiency (whether or not waived); the Borrower or any
Subsidiary or any ERISA Affiliate has incurred or is likely to incur a liability
to or on account of a Plan under Section 409, 502(i), 502(l), 515, 4062, 4063,
4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code (including
the giving of written notice thereof); (b) there could result from any event or
events set forth in clause (a) of this Section 11.6 the imposition of a lien,
the granting of a security interest, or a liability, or the reasonable
likelihood of incurring a lien, security interest or liability; and (c) such
lien, security interest or liability will or would be reasonably likely to have
a Material Adverse Effect; or

11.7 GUARANTEE. The Guarantee or any material provision thereof shall
cease to be in full force or effect or any Guarantor thereunder or any Credit
Party shall deny or disaffirm in writing such Guarantor's obligations under the
Guarantee; or

11.8 PLEDGE AGREEMENT. The Pledge Agreement or any material provision
thereof shall cease to be in full force or effect (other than pursuant to the
terms hereof or thereof or as a result of acts or omissions of the
Administrative Agent or any Lender) or any Pledgor thereunder or any Credit
Party shall deny or disaffirm in writing such Pledgor's obligations under the
Pledge Agreement; or

11.9 JUDGMENTS. One or more judgments or decrees shall be entered
against the Borrower or any of the Restricted Subsidiaries involving a liability
of $20,000,000 or more in the aggregate for all such judgments and decrees for
the Borrower and the Restricted Subsidiaries (to the extent not paid or fully
covered by insurance provided by a carrier not disputing coverage) and any such
judgments or decrees shall not have been satisfied, vacated, discharged or
stayed or bonded pending appeal within 60 days from the entry thereof; or

11.10 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 shall, upon the written
request of the Required Lenders, by written notice to the Borrower, take any or
all of the following actions, without prejudice to the

rights of the Administrative Agent or any Lender to enforce its claims against
the Borrower, except as otherwise specifically provided for in this Agreement
(PROVIDED that, if an Event of Default specified in Section 11.5 shall occur
with respect to the Borrower or any Specified Subsidiary, the result that would
occur upon the giving of written notice by the Administrative Agent as specified
in clauses (i), (ii) and (iv) below shall occur automatically without the giving
of any such notice): (i) declare the Total Term Loan Commitment and the Total
Revolving Commitment terminated, whereupon the Commitments and Swingline
Commitment, if any, of each Lender or Chase, as the case may be, shall forthwith
terminate immediately and any Fees theretofore accrued shall forthwith become
due and payable without any other notice of any kind; (ii) declare the principal
of and any accrued interest in respect of all Loans and all Obligations owing
hereunder and thereunder to be, whereupon the same shall become, forthwith due
and payable without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by the Borrower; (iii) terminate any Letter of
Credit that may be terminated in accordance with its terms; and/or (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 11.5 with
respect to the Borrower or any Specified Subsidiary, it will pay) to the
Administrative Agent at the Administrative Agent's Office such additional
amounts of cash, to be held as security for the Borrower's reimbursement
obligations for Drawings that may subsequently occur thereunder, equal to the
aggregate Stated Amount of all Letters of Credit issued and then outstanding.

SECTION 12 THE ADMINISTRATIVE AGENT.

12.1 APPOINTMENT. Each Lender hereby irrevocably designates and
appoints the Administrative Agent as the agent of such Lender under this
Agreement and the other Credit Documents, and each such Lender irrevocably
authorizes the Administrative Agent, in such capacity, to take such action on
its behalf under the provisions of this Agreement and the other Credit Documents
and to exercise such powers and perform such duties as are expressly delegated
to the Administrative Agent by the terms of this Agreement and the other Credit
Documents, together with such other powers as are reasonably incidental thereto.
Notwithstanding any provision to the contrary elsewhere in this Agreement, the
Administrative Agent shall not have any duties or responsibilities, except those
expressly set forth herein, or any fiduciary relationship with any Lender, and
no implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or any other Credit Document or
otherwise exist against the Administrative Agent. Neither the Syndication Agent
nor the Documentation Agent, in their respective capacities as such, shall have
any obligations, duties or responsibilities under this Agreement.

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

12.3 EXCULPATORY PROVISIONS. Neither the Administrative Agent nor any
of its officers, directors, employees, agents, attorneys-in-fact or Affiliates
shall be (a) liable for any action lawfully taken or omitted to be taken by it
or such Person under or in connection with this Agreement or any other Credit
Document (except for its or such Person's own gross negligence or willful
misconduct) or (b) responsible in any manner to any of the Lenders for any
recitals, statements, representations or warranties made by the Borrower or any
Guarantor or any officer

thereof contained in this Agreement or any other Credit Document or in any
certificate, report, statement or other document referred to or provided for in,
or received by the Administrative Agent under or in connection with, this
Agreement or any other Credit Document or for the value, validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement or
any other Credit Document or for any failure of the Borrower or any Guarantor to
perform its obligations hereunder or thereunder. The Administrative Agent shall
not be under any obligation to any Lender to ascertain or to inquire as to the
observance or performance of any of the agreements contained in, or conditions
of, this Agreement or any other Credit Document, or to inspect the properties,
books or records of the Borrower.

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

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

12.6 NON-RELIANCE ON ADMINISTRATIVE AGENT AND OTHER LENDERS. Each
Lender expressly acknowledges that neither the Administrative Agent nor any of
its officers, directors, employees, agents, attorneys-in-fact or Affiliates has
made any representations or warranties to it and that no act by the
Administrative Agent hereinafter taken, including any review of the affairs of
the Borrower or any Guarantor, shall be deemed to constitute any representation
or warranty by the Administrative Agent to any Lender. Each Lender represents
to the Administrative Agent that it has, independently and without reliance upon
the Administrative Agent or any other Lender, and based on such documents and
information as it has deemed appropriate, made its

own appraisal of and investigation into the business, operations, property,
financial and other condition and creditworthiness of the Borrower and any
Guarantor and made its own decision to make its Loans hereunder and enter into
this Agreement. Each Lender also represents that it will, independently and
without reliance upon the Administrative Agent or any other Lender, and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit analysis, appraisals and decisions in taking or
not taking action under this Agreement and the other Credit Documents, and to
make such investigation as it deems necessary to inform itself as to the
business, operations, property, financial and other condition and
creditworthiness of the Borrower and any Guarantor. Except for notices, reports
and other documents expressly required to be furnished to the Lenders by the
Administrative Agent hereunder, the Administrative Agent shall not have any duty
or responsibility to provide any Lender with any credit or other information
concerning the business, assets, operations, properties, financial condition,
prospects or creditworthiness of the Borrower or any Guarantor that may come
into the possession of the Administrative Agent or any of its officers,
directors, employees, agents, attorneys-in-fact or Affiliates.

12.7 INDEMNIFICATION. The Lenders agree to indemnify the
Administrative Agent in its capacity as such (to the extent not reimbursed by
the Borrower and without limiting the obligation of the Borrower to do so),
ratably according to their respective portions of the Total Credit Exposure in
effect on the date on which indemnification is sought (or, if indemnification is
sought after the date upon which the Commitments shall have terminated and the
Loans shall have been paid in full, ratably in accordance with their respective
portions of the Total Credit Exposure in effect immediately prior to such date),
from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind whatsoever that may at any time (including, without limitation, at any time
following the payment of the Loans) be imposed on, incurred by or asserted
against the Administrative Agent in any way relating to or arising out of, the
Commitments, this Agreement, any of the other Credit Documents or any documents
contemplated by or referred to herein or therein or the transactions
contemplated hereby or thereby or any action taken or omitted by the
Administrative Agent under or in connection with any of the foregoing, PROVIDED
that no Lender shall be liable for the payment of any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting from the Administrative Agent's gross
negligence or willful misconduct. The agreements in this Section 12.7 shall
survive the payment of the Loans and all other amounts payable hereunder.

12.8 ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY. The
Administrative Agent and its Affiliates may make loans to, accept deposits from
and generally engage in any kind of business with the Borrower and any Guarantor
as though the Administrative Agent were not the Administrative Agent hereunder
and under the other Credit Documents. With respect to the Loans made by it, the
Administrative Agent shall have the same rights and powers under this Agreement
and the other Credit Documents as any Lender and may exercise the same as though
it were not the Administrative Agent, and the terms "Lender" and "Lenders" shall
include the Administrative Agent in its individual capacity.

12.9 SUCCESSOR AGENT. The Administrative Agent may resign as
Administrative Agent upon 20 days' prior written notice to the Lenders and the
Borrower. If the Administrative Agent shall resign as Administrative Agent
under this Agreement and the other Credit Documents, then the Required Lenders
shall appoint from among the Lenders a successor agent for the Lenders, which
successor agent shall be approved by the Borrower (which approval shall not be
unreasonably withheld), whereupon such successor agent shall succeed to the
rights, powers and duties of the Administrative Agent, and the term
"Administrative Agent" shall mean

such successor agent effective upon such appointment and approval, and the
former Administrative Agent's rights, powers and duties as Administrative Agent
shall be terminated, without any other or further act or deed on the part of
such former Administrative Agent or any of the parties to this Agreement or any
holders of the Loans. After any retiring Administrative Agent's resignation as
Administrative Agent, the provisions of this Section 12 shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent under this Agreement and the other Credit Documents.

SECTION 13. MISCELLANEOUS.

13.1 AMENDMENTS AND WAIVERS. Neither this Agreement nor any other
Credit Document, nor any terms hereof or thereof may be amended, supplemented or
modified except in accordance with the provisions of this Section 13.1. The
Required Lenders may, or, with the written consent of the Required Lenders, the
Administrative Agent may, from time to time, (a) enter into with the relevant
Credit Party or Credit Parties written amendments, supplements or modifications
hereto and to the other Credit Documents for the purpose of adding any
provisions to this Agreement or the other Credit Documents or changing in any
manner the rights of the Lenders or of the Borrower hereunder or thereunder or
(b) waive, on such terms and conditions as the Required Lenders or the
Administrative Agent, as the case may be, may specify in such instrument, any of
the requirements of this Agreement or the other Credit Documents or any Default
or Event of Default and its consequences; PROVIDED, HOWEVER, that no such waiver
and no such amendment, supplement or modification shall directly (i) forgive any
portion of any Loan or extend the final scheduled maturity date of any Loan or
reduce the stated rate, or forgive any portion, or extend the date for the
payment, of any interest or fee payable hereunder (other than as a result of
waiving the applicability of any post-default increase in interest rates) or
extend the final expiration date of any Lender's Commitment or extend the final
expiration date of any Letter of Credit beyond the L/C Maturity Date or increase
the aggregate amount of the Commitments of any Lender, in each case without the
written consent of each Lender directly and adversely affected thereby, or
(ii) amend, modify or waive any provision of this Section 13.1 or reduce the
percentages specified in the definitions of the terms "Required Lenders",
"Required Revolving Credit Lenders" and "Required Term Loan Lenders", or consent
to the assignment or transfer by the Borrower of its rights and obligations
under any Credit Document to which it is a party (except as permitted pursuant
to Section 10.3), in each case without the written consent of each Lender
directly and adversely affected thereby, or (iii) amend, modify or waive any
provision of Section 12 without the written consent of the then-current Agents,
or (iv) amend, modify or waive any provision of Section 3 without the written
consent of the Letter of Credit Issuer, or (v) amend, modify or waive any
provisions hereof relating to Swingline Loans without the written consent of
Chase, or (vi) change any Revolving Credit Commitment to a Term Loan Commitment,
or change any Term Loan Commitment to a Revolving Credit Commitment, in each
case without the prior written consent of each Lender directly and adversely
affected thereby, or (vii) decrease any Repayment Amount or extend any scheduled
Repayment Date, in each case without the written consent of the Required Term
Loan Lenders, or (viii) except to the extent permitted under the applicable
Credit Document, release all or substantially all the Collateral under the
Pledge Agreement or release all or substantially all the Guarantors under the
Guarantee, in each case without the written consent of (x) the Required
Revolving Credit Lenders and (y) the Required Term Loan Lenders, and PROVIDED
FURTHER, that at any time that no Default or Event of Default has occurred and
is continuing, the Revolving Credit Commitment of any Lender may be increased to
finance a Permitted Acquisition, with the consent of such Lender, the Borrower
and the Administrative Agent (which consent, in the case of the Administrative
Agent, shall not be unreasonably withheld) and without the consent of the

Required Lenders, so long as (i) the Increased Commitment Amount (as defined
below) at such time, when added to the amount of Indebtedness incurred pursuant
to Section 10.1(k) and outstanding at such time, does not exceed the limits set
forth therein, (ii) the Borrower shall pledge the Capital Stock of any person
acquired pursuant thereto to the Administrative Agent for the benefit of the
Lenders to the extent required under Section 9.12 and (iii) to the extent
determined by the Administrative Agent to be necessary to ensure pro rata
borrowings commencing with the initial borrowing after giving effect to such
increase, the Borrower shall prepay any Eurodollar Loans outstanding immediately
prior to such initial borrowing; as used herein, the "Increased Commitment
Amount" means, at any time, aggregate amount of all increases pursuant to this
proviso made at or prior to such time less the aggregate amount of all voluntary
reductions of the Revolving Credit Commitments made prior to such time. Any
such waiver and any such amendment, supplement or modification shall apply
equally to each of the affected Lenders and shall be binding upon the Borrower,
such Lenders, the Administrative Agent and all future holders of the affected
Loans. In the case of any waiver, the Borrower, the Lenders and the
Administrative Agent shall be restored to their former positions and rights
hereunder and under the other Credit Documents, and any Default or Event of
Default waived shall be deemed to be cured and not continuing, it being
understood that no such waiver shall extend to any subsequent or other Default
or Event of Default or impair any right consequent thereon.

13.2 NOTICES. All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing (including by
facsimile transmission), and, unless otherwise expressly provided herein, shall
be deemed to have been duly given or made when delivered, or three days after
being deposited in the mail, postage prepaid, or, in the case of telecopy
notice, when received, addressed as follows in the case of the Borrower and the
Administrative Agent, and as set forth on Schedule 1.1 in the case of the other
parties hereto, or to such other address as may be hereafter notified by the
respective parties hereto:

The Borrower: Corning Consumer Products Company
X Xxxxxxxx
Xxxxxxxx Xxxx
Xxxxxxx, Xxx Xxxx 00000
Attention: Xxxxxx X'Xxxxx
Fax: (000) 000-0000

with a copy to:

Xxxxxx, Inc.
000 Xxxx Xxxxx Xxxxxx
Xxxxxxxx, Xxxx 00000
Attention: Xxxxxx Xxxxxxxx
Fax: (000) 000-0000

The Administrative Agent: The Chase Manhattan Bank
c/o The Loan and Agency Services Group
Xxx Xxxxx Xxxxxxxxx Xxxxx, Xxxxxx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx Xxxxxx
Fax: (000) 000-0000

with a copy to:

The Chase Manhattan Bank
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxxx Xxxxx
Fax: (000) 000-0000

PROVIDED that any notice, request or demand to or upon the Administrative Agent
or the Lenders pursuant to Sections 2.3, 2.6, 2.9, 4.2 and 5.1 shall not be
effective until received.

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

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

13.5 PAYMENT OF EXPENSES AND TAXES. The Borrower agrees (a) to pay or
reimburse the Agents for all their reasonable out-of-pocket costs and expenses
incurred in connection with the development, preparation and execution of, and
any amendment, supplement or modification to, this Agreement and the other
Credit Documents and any other documents prepared in connection herewith or
therewith, and the consummation and administration of the transactions
contemplated hereby and thereby, including, without limitation, the reasonable
fees, disbursements and other charges of counsel to the Agents, (b) to pay or
reimburse each Lender and the Administrative Agent for all its reasonable and
documented costs and expenses incurred in connection with the enforcement or
preservation of any rights under this Agreement, the other Credit Documents and
any such other documents, including, without limitation, the reasonable fees,
disbursements and other charges of counsel to each Lender and of counsel to the
Administrative Agent, (c) to pay, indemnify, and hold harmless each Lender and
the Administrative Agent from, any and all recording and filing fees and any and
all liabilities with respect to, or resulting from any delay in paying, stamp,
excise and other similar taxes, if any, that may be payable or determined to be
payable in connection with the execution and delivery of, or consummation or
administration of any of the transactions contemplated by, or any amendment,
supplement or modification of, or any waiver or consent under or in respect of,
this Agreement, the other Credit Documents and any such other documents, and (d)
to pay, indemnify, and hold harmless each Lender and the Administrative Agent
and their respective directors, officers, employees, trustees and agents from
and against any and all other liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever, including, without limitation, reasonable and
documented fees, disbursements and other charges of counsel, with respect to the
execution, delivery, enforcement, performance and administration of this
Agreement, the other Credit Documents and any such other documents, including,
without limitation, any of the foregoing relating to the violation of,
noncompliance with or liability under, any Environmental Law applicable to the
operations of the Borrower, any of its Subsidiaries or any of the Properties
(all

the foregoing in this clause (d), collectively, the "INDEMNIFIED LIABILITIES"),
PROVIDED that the Borrower shall have no obligation hereunder to the
Administrative Agent or any Lender nor any of their respective directors,
officers, employees and agents with respect to indemnified liabilities arising
from (i) the gross negligence or willful misconduct of the party to be
indemnified or (ii) disputes among the Administrative Agent, the Lenders and/or
their transferees. The agreements in this Section 13.5 shall survive repayment
of the Loans and all other amounts payable hereunder.

13.6 SUCCESSORS AND ASSIGNS; PARTICIPATIONS AND ASSIGNMENTS. (a)
(i) This Agreement shall be binding upon and inure to the benefit of the
Borrower, the Lenders, the Administrative Agent and their respective successors
and assigns, except that the Borrower may not assign or transfer any of its
rights or obligations under this Agreement without the prior written consent of
each Lender.

(ii) Any Lender may, in the ordinary course of its business and in
accordance with applicable law, at any time sell to one or more banks or other
entities ("PARTICIPANTS") participating interests in any Loan owing to such
Lender, any Commitment of such Lender or any other interest of such Lender
hereunder and under the other Credit Documents (including to loan derivative
counterparties in respect of swaps or similar arrangements having the practical
or economic effect thereof). In the event of any such sale by a Lender of a
participating interest to a Participant, such Lender's obligations under this
Agreement to the other parties to this Agreement shall remain unchanged, such
Lender shall remain solely responsible for the performance thereof, such Lender
shall remain the holder of any such Loan for all purposes under this Agreement
and the other Credit Documents, and the Borrower and the Administrative Agent
shall continue to deal solely and directly with such Lender in connection with
such Lender's rights and obligations under this Agreement and the other Credit
Documents. In no event shall any Participant under any such participation have
any right to approve any amendment or waiver of any provision of any Credit
Document, or any consent to any departure by any Credit Party therefrom, except
to the extent that such amendment, waiver or consent would directly forgive any
principal of any Loan or reduce the stated rate, or forgive any portion, or
postpone the date for the payment, of any interest or fee payable hereunder
(other than as a result of waiving the applicability of any post-default
increase in interest rates), or increase the aggregate amount of the Commitments
of any Lender or postpone the date of the final scheduled maturity of any Loan,
in each case to the extent subject to such participation. The Borrower agrees
that if amounts outstanding under this Agreement are due or unpaid, or shall
have been declared or shall have become due and payable upon the occurrence of
an Event of Default, each Participant shall, to the maximum extent permitted by
applicable law, be deemed to have the right of setoff in respect of its
participating interest in amounts owing under this Agreement to the same extent
as if the amount of its participating interest were owing directly to it as a
Lender under this Agreement, PROVIDED that, in purchasing such participating
interest, such Participant shall be deemed to have agreed to share with the
Lenders the proceeds thereof as provided in Section 13.7 as fully as if it were
a Lender hereunder. The Borrower also agrees that each Participant shall be
entitled to the benefits of Sections 2.10 and 2.11 with respect to its
participation in the Commitments and the Loans outstanding from time to time as
if it were a Lender, PROVIDED that no Participant shall be entitled to receive
any greater amount pursuant to any such Section than the transferor Lender would
have been entitled to receive in respect of the amount of the participation
transferred by such transferor Lender to such Participant had no such transfer
occurred.

(iii) Any Lender may, in the ordinary course of its business and in
accordance with applicable law, at any time and from time to time assign to any
Lender or any Affiliate

(with the consent of the Borrower if any increased costs would result therefrom)
thereof or, with the consent of the Borrower and the Administrative Agent (which
in each case shall not be unreasonably withheld, it being understood that,
without limitation, the Borrower shall have the right to withhold its consent to
any assignment if, in order for such assignment to comply with applicable law,
the Borrower would be required to obtain the consent of, or make any filing or
registration with, any Governmental Authority), to an additional bank or fund
that is regularly engaged in making, purchasing or investing in loans or
securities or financial institution (an "ASSIGNEE") all or any part of its
rights and obligations under this Agreement and the other Credit Documents
pursuant to an Assignment and Acceptance, substantially in the form of Exhibit
F, executed by such Assignee, such assigning Lender (and, in the case of an
Assignee that is not then a Lender or an Affiliate thereof, by the Borrower and
the Administrative Agent) and delivered to the Administrative Agent for its
acceptance and recording in the Register, PROVIDED that, except in the case of
an assignment of all of a Lender's interests under this Agreement, unless
otherwise agreed to by the Borrower and the Administrative Agent, no such
assignment to an Assignee (other than any Lender or any Affiliate thereof) shall
be in an aggregate principal amount of less than $5,000,000. Upon such
execution, delivery, acceptance and recording, from and after the effective date
determined pursuant to such Assignment and Acceptance, (x) the Assignee
thereunder shall be a party hereto and, to the extent provided in such
Assignment and Acceptance, have the rights and obligations of a Lender hereunder
with a Commitment as set forth therein and (y) the assigning Lender thereunder
shall, to the extent provided in such Assignment and Acceptance, be released
from its obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all or the remaining portion of an assigning Lender's rights
and obligations under this Agreement, such assigning Lender shall cease to be a
party hereto). Notwithstanding any provision of this Agreement to the contrary,
the consent of the Borrower shall not be required for any assignment that occurs
at any time when any of the events described in Section 11.5 shall have occurred
and be continuing with respect to the Borrower.

(b) Nothing herein shall prohibit any Lender from pledging or
assigning all or any portion of its Loans to any Federal Reserve Bank in
accordance with applicable law. In order to facilitate such pledge or
assignment, the Borrower hereby agrees that, upon request of any Lender at any
time and from time to time after the Borrower has made its initial borrowing
hereunder, the Borrower shall provide to such Lender, at the Borrower's own
expense, a promissory note, substantially in the form of Exhibit C-1 or C-2, as
the case may be, evidencing the Term Loans and Revolving Credit Loans,
respectively, owing to such Lender.

(c) The Administrative Agent, on behalf of the Borrower, shall
maintain at the address of the Administrative Agent referred to in Section 13.2
a copy of each Assignment and Acceptance delivered to it and a register (the
"REGISTER") for the recordation of the names and addresses of the Lenders and
the Commitment of, and principal amount of the Loans owing to, each Lender from
time to time. The entries in the Register shall be conclusive, in the absence
of manifest error, and the Borrower, the Administrative Agent and the Lenders
shall treat each Person whose name is recorded in the Register as the owner of a
Loan or other obligation hereunder as the owner thereof for all purposes of this
Agreement and the other Credit Documents, notwithstanding any notice to the
contrary. Any assignment of any Loan or other obligation hereunder shall be
effective only upon appropriate entries with respect thereto being made in the
Register. The Register shall be available for inspection by the Borrower or any
Lender at any reasonable time and from time to time upon reasonable prior
notice.

(d)(i) Upon its receipt of an Assignment and Acceptance executed by
an assigning Lender and an Assignee (and, in the case of an Assignee that is not
then a Lender or an Affiliate

thereof, by the Borrower and the Administrative Agent) together with payment to
the Administrative Agent of a registration and processing fee of $3,500, the
Administrative Agent shall (i) promptly accept such Assignment and Acceptance
and (ii) on the effective date determined pursuant thereto record the
information contained therein in the Register and give notice of such acceptance
and recordation to the Lenders and the Borrower.

(e) Subject to Section 13.16, the Borrower authorizes each Lender to
disclose to any Participant or Assignee (each, a "TRANSFEREE") and any
prospective Transferee any and all financial information in such Lender's
possession concerning the Borrower and its Affiliates that has been delivered to
such Lender by or on behalf of the Borrower pursuant to this Agreement or which
has been delivered to such Lender by or on behalf of the Borrower in connection
with such Lender's credit evaluation of the Borrower and its Affiliates prior to
becoming a party to this Agreement, PROVIDED that neither the Administrative
Agent nor any Lender shall provide to any Transferee or prospective Transferee
any of the Confidential Information unless such person shall have previously
executed a Confidentiality Agreement in the form of Exhibit H.

13.7 REPLACEMENTS OF LENDERS UNDER CERTAIN CIRCUMSTANCES. The
Borrower shall be permitted to replace any Lender that (a) requests
reimbursement for amounts owing pursuant to Section 2.10, 2.12, 3.5 or 5.4, (b)
is affected in the manner described in Section 2.10(a)(iii) and as a result
thereof any of the actions described in such Section is required to be taken or
(c) becomes a Defaulting Lender, with a replacement bank or other financial
institution, PROVIDED that (i) such replacement does not conflict with any
Requirement of Law, (ii) no Event of Default shall have occurred and be
continuing at the time of such replacement, (iii) the Borrower shall repay (or
the replacement bank or institution shall purchase, at par) all Loans and other
amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11, 2.12,
3.5 or 5.4, as the case may be) owing to such replaced Lender prior to the date
of replacement, (iv) the replacement bank or institution, if not already a
Lender, and the terms and conditions of such replacement, shall be reasonably
satisfactory to the Administrative Agent, (v) the replaced Lender shall be
obligated to make such replacement in accordance with the provisions of Section
13.6 (provided that the Borrower shall be obligated to pay the registration and
processing fee referred to therein) and (vi) any such replacement shall not be
deemed to be a waiver of any rights that the Borrower, the Administrative Agent
or any other Lender shall have against the replaced Lender.

13.8 ADJUSTMENTS; SET-OFF. (a) If any Lender (a "BENEFITTED LENDER")
shall at any time receive any payment of all or part of its Loans, or interest
thereon, or receive any collateral in respect thereof (whether voluntarily or
involuntarily, by set-off, pursuant to events or proceedings of the nature
referred to in Section 11.5, or otherwise), in a greater proportion than any
such payment to or collateral received by any other Lender, if any, in respect
of such other Lender's Loans, or interest thereon, such benefitted Lender shall
purchase for cash from the other Lenders a participating interest in such
portion of each such other Lender's Loan, or shall provide such other Lenders
with the benefits of any such collateral, or the proceeds thereof, as shall be
necessary to cause such benefitted Lender to share the excess payment or
benefits of such collateral or proceeds ratably with each of the Lenders;
PROVIDED, HOWEVER, that if all or any portion of such excess payment or benefits
is thereafter recovered from such benefitted Lender, such purchase shall be
rescinded, and the purchase price and benefits returned, to the extent of such
recovery, but without interest.

(b) After the occurrence and during the continuance of an Event of
Default, in addition to any rights and remedies of the Lenders provided by law,
each Lender shall have the right, without prior notice to the Borrower, any such
notice being expressly waived by the

Borrower to the extent permitted by applicable law, upon any amount becoming due
and payable by the Borrower hereunder (whether at the stated maturity, by
acceleration or otherwise) to set-off and appropriate and apply against such
amount any and all deposits (general or special, time or demand, provisional or
final), in any currency, and any other credits, indebtedness or claims, in any
currency, in each case whether direct or indirect, absolute or contingent,
matured or unmatured, at any time held or owing by such Lender or any branch or
agency thereof to or for the credit or the account of the Borrower. Each Lender
agrees promptly to notify the Borrower and the Administrative Agent after any
such set-off and application made by such Lender, PROVIDED that the failure to
give such notice shall not affect the validity of such set-off and application.

13.9 COUNTERPARTS. This Agreement may be executed by one or more of
the parties to this Agreement on any number of separate counterparts (including
by facsimile transmission), and all of said counterparts taken together shall be
deemed to constitute one and the same instrument. A set of the copies of this
Agreement signed by all the parties shall be lodged with the Borrower and the
Administrative Agent.

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

13.11 INTEGRATION. This Agreement and the other Credit Documents
represent the agreement of the Borrower, the Administrative Agent and the
Lenders with respect to the subject matter hereof, and there are no promises,
undertakings, representations or warranties by the Administrative Agent or any
Lender relative to subject matter hereof not expressly set forth or referred to
herein or in the other Credit Documents.

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

13.13 SUBMISSION TO JURISDICTION; WAIVERS. The Borrower hereby
irrevocably and unconditionally:

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

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

(c) agrees that service of process in any such action or proceeding
may be effected by mailing a copy thereof by registered or certified mail
(or any substantially similar form of

mail), postage prepaid, to the Borrower at its address set forth in Section
13.2 or at such other address of which the Administrative Agent shall have
been notified pursuant thereto;

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

(e) waives, to the maximum extent not prohibited by law, any right it
may have to claim or recover in any legal action or proceeding referred to
in this Section 13.13 any special, exemplary, punitive or consequential
damages.

13.14 ACKNOWLEDGMENTS. The Borrower hereby acknowledges that:

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

(b) neither the Administrative Agent nor any Lender has any fiduciary
relationship with or duty to the Borrower arising out of or in connection
with this Agreement or any of the other Credit Documents, and the
relationship between Administrative Agent and Lenders, on one hand, and the
Borrower, on the other hand, in connection herewith or therewith is solely
that of debtor and creditor; and

(c) no joint venture is created hereby or by the other Credit
Documents or otherwise exists by virtue of the transactions contemplated
hereby among the Lenders or among the Borrower and the Lenders.

13.15 WAIVERS OF JURY TRIAL. THE BORROWER, THE ADMINISTRATIVE AGENT
AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN
ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT
DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

13.16 CONFIDENTIALITY. The Administrative Agent and each Lender
shall hold all non-public information furnished by or on behalf of the Borrower
in connection with such Lender's evaluation of whether to become a Lender
hereunder or obtained by such Lender or the Administrative Agent pursuant to the
requirements of this Agreement ("CONFIDENTIAL INFORMATION"), in accordance with
its customary procedure for handling confidential information of this nature and
(in the case of a Lender that is a bank) in accordance with safe and sound
banking practices and in any event may make disclosure as required or requested
by any governmental agency or representative thereof or pursuant to legal
process or to such Lender's or the Administrative Agent's attorneys,
professional advisors or independent auditors or Affiliates, PROVIDED that
unless specifically prohibited by applicable law or court order, each Lender and
the Administrative Agent shall notify the Borrower of any request by any
governmental agency or representative thereof (other than any such request in
connection with an examination of the financial condition of such Lender by such
governmental agency) for disclosure of any such non-public information prior to
disclosure of such information, and PROVIDED FURTHER that in no event shall any
Lender or the Administrative Agent be obligated or required to return any
materials furnished by the Borrower or any Subsidiary of the Borrower. Each
Lender and the Administrative Agent agrees that it will not provide to
prospective Transferees or to prospective direct or indirect contractual
counterparties in swap agreements to be entered into in connection

with Loans made hereunder any of the Confidential Information unless such Person
shall have previously executed a Confidentiality Agreement in the form of
Exhibit H.

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

CORNING CONSUMER PRODUCTS COMPANY,

by
/s/ Xxxxxx X. Xxxxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Assistant Treasurer

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

by
/s/ Xxxxxxxx Xxxxxxx, Xx.
-------------------------------
Name: Xxxxxxxx Xxxxxxx, Xx.
Title: Vice President

SALOMON BROTHERS HOLDING COMPANY INC,
Syndication Agent and as a Lender,

by
/s/ Xxxx X. Xxxx
-------------------------------
Name: Xxxx X. Xxxx
Title: Managing Director

BANKERS TRUST COMPANY,
as Documentation Agent and as a Lender,

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

EXHIBIT A
TO THE CREDIT AGREEMENT
-----------------------

FORM OF GUARANTEE

GUARANTEE dated as of April 9, 1998, made by each of the corporations
listed on Annex A hereto (the "GUARANTORS") in favor of THE CHASE MANHATTAN
BANK, as administrative agent (in such capacity, the "ADMINISTRATIVE AGENT") for
the lenders (the "LENDERS") from time to time parties to the Credit Agreement
dated as of April 9, 1998 (as the same may be amended, supplemented or otherwise
modified from time to time, the "CREDIT AGREEMENT"), among CORNING CONSUMER
PRODUCTS COMPANY, a Delaware corporation (the "BORROWER"), the Lenders, the
Administrative Agent, SALOMON BROTHERS HOLDING COMPANY INC, as syndication agent
(in such capacity, the "SYNDICATION AGENT") for the Lenders, and BANKERS TRUST
COMPANY, as documentation agent (in such capacity, the "DOCUMENTATION AGENT")
for the Lenders.

W I T N E S S E T H:

WHEREAS, (a) pursuant to the Credit Agreement, the Lenders have
severally agreed to make Loans and other extensions of credit (collectively, the
"EXTENSIONS OF CREDIT") to the Borrower upon the terms and subject to the
conditions set forth therein and (b) one or more Lenders or affiliates of
Lenders may from time to time enter into Hedge Agreements (as defined in the
Credit Agreement) with the Borrower;

WHEREAS, each Guarantor is a Domestic Subsidiary of the Borrower;

WHEREAS, the proceeds of the Extensions of Credit will be used in part
to enable the Borrower to make valuable transfers to the Guarantors in
connection with the operation of their respective businesses;

WHEREAS, the Borrower and the Guarantors are engaged in related
businesses, and each Guarantor will derive substantial direct and indirect
benefit from the making of the Extensions of Credit; and

WHEREAS, it is a condition precedent to the obligation of the Lenders
to make their respective Extensions of Credit to the Borrower under the Credit
Agreement that the Guarantors shall have executed and delivered this Guarantee
to the Administrative Agent for the ratable benefit of the Lenders;

NOW, THEREFORE, in consideration of the premises and to induce the
Administrative Agent, the Syndication Agent, the Documentation Agent and the
Lenders to enter into the Credit Agreement and to induce the Lenders to make
their respective Extensions of Credit to the Borrower under the Credit Agreement
and to induce one or more Lenders or affiliates of Lenders to enter into Hedge
Agreements with the Borrower, the Guarantors hereby agree with the
Administrative Agent, for the ratable benefit of the Lenders, as follows:

1. DEFINED TERMS. (a) Unless otherwise defined herein, terms
defined in the Credit Agreement and used herein shall have the meanings given to
them in the Credit Agreement.

(b) As used herein, the term "OBLIGATIONS" means the collective
reference to (i) the unpaid principal of and interest on the Loans and all other
obligations and liabilities of the Borrower to the Administrative Agent or any
Lender (including, without limitation, interest accruing at the then applicable
rate provided in the Credit Agreement after the maturity of the Loans and
interest accruing at the then applicable rate provided in the Credit Agreement
after the filing of any petition in bankruptcy, or the commencement of any
insolvency, reorganization or like proceeding, relating to the Borrower, whether
or not a claim for post-filing or post-petition interest is allowed in such
proceeding), whether direct or indirect, absolute or contingent, due or to
become due, now existing or hereafter incurred, that may arise under, out of, or
in connection with, the Credit Agreement, the other Credit Documents, the
Letters of Credit or any other documents made, delivered or given in connection
therewith, whether on account of principal, interest, reimbursement obligations,
fees, indemnities, costs, expenses or otherwise (including, without limitation,
all fees and disbursements of counsel to the Administrative Agent or to the
Lenders that are required to be paid by the Borrower or any Guarantor pursuant
to the terms of the Credit Agreement or any other Credit Document) and (ii) all
obligations and liabilities of the Borrower to any Lender or any affiliate of a
Lender, whether direct or indirect, absolute or contingent, due or to become
due, now existing or hereafter incurred, that may arise under, out of, or in
connection with, any Hedge Agreement or any other document made, delivered or
given in connection therewith.

(c) References to "Lenders" in this Guarantee shall be deemed to
include affiliates of Lenders that may from time to time enter into Hedge
Agreements with the Borrower.

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

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

2. GUARANTEE. (a) Subject to the provisions of Section 2(b), each of
the Guarantors hereby, jointly and severally, unconditionally and irrevocably,
guarantees to the Administrative Agent, for the ratable benefit of the Lenders
and their respective successors, indorsees, transferees and assigns, the prompt
and complete payment and performance by the Borrower when due (whether at the
stated maturity, by acceleration or otherwise) of the Obligations.

(b) Anything herein or in any other Credit Document to the contrary
notwithstanding, the maximum liability of each Guarantor hereunder and under the
other

Credit Documents shall in no event exceed the amount that can be guaranteed by
such Guarantor under applicable federal and state laws relating to the
insolvency of debtors.

(d) Each Guarantor further agrees to pay any and all expenses
(including, without limitation, all fees and disbursements of counsel) that may
be paid or incurred by the Administrative Agent or any Lender in enforcing, or
obtaining advice of counsel in respect of, any rights with respect to, or
collecting, any or all of the Obligations and/or enforcing any rights with
respect to, or collecting against, such Guarantor under this Guarantee. This
Guarantee shall remain in full force and effect until the Obligations are paid
in full, the Commitments are terminated and no Letters of Credit shall be
outstanding, notwithstanding that from time to time prior thereto the Borrower
may be free from any Obligations.

(e) Each Guarantor agrees that the Obligations may at any time and
from time to time exceed the amount of the liability of such Guarantor hereunder
without impairing this Guarantee or affecting the rights and remedies of the
Administrative Agent or any Lender hereunder.

(f) No payment or payments made by the Borrower, any of the
Guarantors, any other guarantor or any other Person or received or collected by
the Administrative Agent or any Lender from the Borrower, any of the Guarantors,
any other guarantor or any other Person by virtue of any action or proceeding or
any set-off or appropriation or application at any time or from time to time in
reduction of or in payment of the Obligations shall be deemed to modify, reduce,
release or otherwise affect the liability of any Guarantor hereunder, which
shall, notwithstanding any such payment or payments other than payments made by
such Guarantor in respect of the Obligations or payments received or collected
from such Guarantor in respect of the Obligations, remain liable for the
Obligations up to the maximum liability of such Guarantor hereunder until the
Obligations are paid in full, the Commitments are terminated and no Letters of
Credit shall be outstanding.

(g) Each Guarantor agrees that whenever, at any time, or from time to
time, it shall make any payment to the Administrative Agent or any Lender on
account of its liability hereunder, it will notify the Administrative Agent in
writing that such payment is made under this Guarantee for such purpose.

3. RIGHT OF CONTRIBUTION. Each Guarantor hereby agrees that to the
extent that a Guarantor shall have paid more than its proportionate share of any
payment made hereunder, such Guarantor shall be entitled to seek and receive
contribution from and against any other Guarantor hereunder who has not paid its
proportionate share of such payment. Each Guarantor's right of contribution
shall be subject to the terms and conditions of Section 5 hereof. The
provisions of this Section 3 shall in no respect limit the obligations and
liabilities of any Guarantor to the Administrative Agent and the Lenders, and
each Guarantor shall remain liable to the Administrative Agent and the Lenders
for the full amount guaranteed by such Guarantor hereunder.

4. RIGHT OF SET-OFF. Each Guarantor hereby irrevocably authorizes
the Administrative Agent and each Lender at any time and from time to time
following the

occurrence and during the continuance of an Event of Default without notice to
such Guarantor or any other Guarantor, any such notice being expressly waived by
each Guarantor, upon any amount becoming due and payable by such Guarantor
hereunder (whether at stated maturity, by acceleration or otherwise) to set-off
and appropriate and apply any and all deposits (general or special, time or
demand, provisional or final), in any currency, and any other credits,
indebtedness or claims, in any currency, in each case whether direct or
indirect, absolute or contingent, due or to become due, at any time held or
owing by the Administrative Agent or such Lender to or for the credit or the
account of such Guarantor. The Administrative Agent and each Lender shall
notify such Guarantor promptly of any such set-off and the appropriation and
application made by the Administrative Agent or such Lender, PROVIDED that the
failure to give such notice shall not affect the validity of such set-off and
application.

5. NO SUBROGATION. Notwithstanding any payment or payments made by
any of the Guarantors hereunder or any set-off or appropriation and application
of funds of any of the Guarantors by the Administrative Agent or any Lender, no
Guarantor shall be entitled to be subrogated to any of the rights of the
Administrative Agent or any Lender against the Borrower or any other Guarantor
or any collateral security or guarantee or right of offset held by the
Administrative Agent or any Lender for the payment of the Obligations, nor shall
any Guarantor seek or be entitled to seek any contribution or reimbursement from
the Borrower or any other Guarantor in respect of payments made by such
Guarantor hereunder, until all amounts owing to the Administrative Agent and the
Lenders by the Borrower on account of the Obligations are paid in full, the
Commitments are terminated and no Letters of Credit shall be outstanding. If
any amount shall be paid to any Guarantor on account of such subrogation rights
at any time when all the Obligations shall not have been paid in full, such
amount shall be held by such Guarantor in trust for the Administrative Agent and
the Lenders, segregated from other funds of such Guarantor, and shall, forthwith
upon receipt by such Guarantor, be turned over to the Administrative Agent in
the exact form received by such Guarantor (duly indorsed by such Guarantor to
the Administrative Agent, if required), to be applied against the Obligations,
whether due or to become due, in such order as the Administrative Agent may
determine.

6. AMENDMENTS, ETC. WITH RESPECT TO THE OBLIGATIONS; WAIVER OF
RIGHTS. Each Guarantor shall remain obligated hereunder notwithstanding that,
without any reservation of rights against any Guarantor and without notice to or
further assent by any Guarantor, any demand for payment of any of the
Obligations made by the Administrative Agent or any Lender may be rescinded by
such party and any of the Obligations continued, and the Obligations, or the
liability of any other party upon or for any part thereof, or any collateral
security or guarantee therefor or right of offset with respect thereto, may,
from time to time, in whole or in part, be renewed, extended, amended, modified,
accelerated, compromised, waived, surrendered or released by the Administrative
Agent or any Lender, and the Credit Agreement, the other Credit Documents, the
Letters of Credit and any other documents executed and delivered in connection
therewith and the Hedge Agreements and any other documents executed and
delivered in connection therewith may be amended, modified, supplemented or
terminated, in whole or in part, as the Administrative Agent (or the Required
Lenders, as the case may be, or, in the case of any Hedge Agreement, the Lender
party thereto) may

deem advisable from time to time, and any collateral security, guarantee or
right of offset at any time held by the Administrative Agent or any Lender for
the payment of the Obligations may be sold, exchanged, waived, surrendered or
released. Neither the Administrative Agent nor any Lender shall have any
obligation to protect, secure, perfect or insure any Lien at any time held by it
as security for the Obligations or for this Guarantee or any property subject
thereto. When making any demand hereunder against any of the Guarantors, the
Administrative Agent or any Lender may, but shall be under no obligation to,
make a similar demand on the Borrower or any other Guarantor or guarantor, and
any failure by the Administrative Agent or any Lender to make any such demand or
to collect any payments from the Borrower or any such other Guarantor or
guarantor or any release of the Borrower or such other Guarantor or guarantor
shall not relieve any of the Guarantors in respect of which a demand or
collection is not made or any of the Guarantors not so released of their several
obligations or liabilities hereunder, and shall not impair or affect the rights
and remedies, express or implied, or as a matter of law, of the Administrative
Agent or any Lender against any of the Guarantors. For the purposes hereof,
"demand" shall include the commencement and continuance of any legal
proceedings.

7. GUARANTEE ABSOLUTE AND UNCONDITIONAL. Each Guarantor waives any
and all notice of the creation, contraction, incurrence, renewal, extension,
amendment, waiver or accrual of any of the Obligations, and notice of or proof
of reliance by the Administrative Agent or any Lender upon this Guarantee or
acceptance of this Guarantee, the Obligations or any of them, shall conclusively
be deemed to have been created, contracted or incurred, or renewed, extended,
amended, waived or accrued, in reliance upon this Guarantee; and all dealings
between the Borrower and any of the Guarantors, on the one hand, and the
Administrative Agent and the Lenders, on the other hand, likewise shall be
conclusively presumed to have been had or consummated in reliance upon this
Guarantee. Each Guarantor waives diligence, presentment, protest, demand for
payment and notice of default or nonpayment to or upon the Borrower or any of
the Guarantors with respect to the Obligations. Each Guarantor understands and
agrees that this Guarantee shall be construed as a continuing, absolute and
unconditional guarantee of payment without regard to (a) the validity,
regularity or enforceability of the Credit Agreement, any other Credit Document,
any Letter of Credit or any Hedge Agreement, any of the Obligations or any other
collateral security therefor or guarantee or right of offset with respect
thereto at any time or from time to time held by the Administrative Agent or any
Lender, (b) any defense, set-off or counterclaim (other than a defense of
payment or performance) that may at any time be available to or be asserted by
the Borrower against the Administrative Agent or any Lender or (c) any other
circumstance whatsoever (with or without notice to or knowledge of the Borrower
or such Guarantor) that constitutes, or might be construed to constitute, an
equitable or legal discharge of the Borrower for the Obligations, or of such
Guarantor under this Guarantee, in bankruptcy or in any other instance. When
pursuing its rights and remedies hereunder against any Guarantor, the
Administrative Agent and any Lender may, but shall be under no obligation to,
pursue such rights and remedies as it may have against the Borrower or any other
Person or against any collateral security or guarantee for the Obligations or
any right of offset with respect thereto, and any failure by the Administrative
Agent or any Lender to pursue such other rights or remedies or to collect any
payments from the Borrower or any such other Person or to realize upon any such
collateral security or

guarantee or to exercise any such right of offset, or any release of the
Borrower or any such other Person or any such collateral security, guarantee or
right of offset, shall not relieve such Guarantor of any liability hereunder,
and shall not impair or affect the rights and remedies, whether express, implied
or available as a matter of law, of the Administrative Agent and the Lenders
against such Guarantor. This Guarantee shall remain in full force and effect
and be binding in accordance with and to the extent of its terms upon each
Guarantor and the successors and assigns thereof, and shall inure to the benefit
of the Administrative Agent and the Lenders, and their respective successors,
indorsees, transferees and assigns, until all the Obligations and the
obligations of each Guarantor under this Guarantee shall have been satisfied by
payment in full, the Commitments shall be terminated and no Letters of Credit
shall be outstanding, notwithstanding that from time to time during the term of
the Credit Agreement and any Hedge Agreement the Borrower may be free from any
Obligations.

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

9. PAYMENTS. Each Guarantor hereby guarantees that payments
hereunder will be paid to the Administrative Agent without set-off or
counterclaim in Dollars at the office of the Administrative Agent located at 000
Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.

10. REPRESENTATIONS AND WARRANTIES; COVENANTS. Each Guarantor
hereby represents and warrants that the representations and warranties set forth
in Section 8 of the Credit Agreement as they relate to such Guarantor or the
Credit Documents to which such Guarantor is a party, each of which is hereby
incorporated herein by reference, are true and correct, and the Administrative
Agent and each Lender shall be entitled to rely on each of them as if they were
fully set forth herein.

(b) Each Guarantor hereby covenants and agrees with the
Administrative Agent and each Lender that, from and after the date of this
Guarantee until the Obligations are paid in full, the Commitments are terminated
and no Letter of Credit remains outstanding, such Guarantor shall take, or shall
refrain from taking, as the case may be, all actions that are necessary to be
taken or not taken so that no violation of any provision, covenant or agreement
contained in Section 9 or 10 of the Credit Agreement, and so that no Default or
Event of Default, is caused by any act or failure to act of such Guarantor or
any of its Subsidiaries.

11. AUTHORITY OF AGENT. Each Guarantor acknowledges that the rights
and responsibilities of the Administrative Agent under this Guarantee with
respect to any action taken by the Administrative Agent or the exercise or
non-exercise by the Administrative Agent of any option, right, request, judgment
or other right or remedy

provided for herein or resulting or arising out of this Guarantee shall, as
between the Administrative Agent and the Lenders, be governed by the Credit
Agreement and by such other agreements with respect thereto as may exist from
time to time among them, but, as between the Administrative Agent and such
Guarantor, the Administrative Agent shall be conclusively presumed to be acting
as agent for the Lenders with full and valid authority so to act or refrain from
acting, and no Guarantor shall be under any obligation, or entitlement, to make
any inquiry respecting such authority.

12. NOTICES. All notices, requests and demands pursuant hereto shall
be made in accordance with Section 13.2 of the Credit Agreement, PROVIDED that
any such notice, request or demand to or upon any Guarantor shall be addressed
to such Guarantor at the notice address set forth under its signature below.

13. COUNTERPARTS. This Guarantee may be executed by one or more of
the Guarantors on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument. A set of the counterparts of this Guarantee signed by all the
Guarantors shall be lodged with the Administrative Agent.

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

15. INTEGRATION. This Guarantee represents the agreement of each
Guarantor with respect to the subject matter hereof and there are no promises or
representations by the Administrative Agent or any Lender relative to the
subject matter hereof not reflected herein.

16. (a) AMENDMENTS IN WRITING; NO WAIVER; CUMULATIVE REMEDIES.
None of the terms or provisions of this Agreement may be waived, amended,
supplemented or otherwise modified except by a written instrument executed by
the affected Guarantor(s) and the Administrative Agent in accordance with
Section 13.1 of the Credit Agreement.

(b) Neither the Administrative Agent nor any Lender shall by any act
(except by a written instrument pursuant to Section 16(a)), delay, indulgence,
omission or otherwise be deemed to have waived any right or remedy hereunder or
to have acquiesced in any Default or Event of Default or in any breach of any of
the terms and conditions hereof. No failure to exercise, nor any delay in
exercising, on the part of the Administrative Agent or any Lender, any right,
power or privilege hereunder shall operate as a waiver thereof. No single or
partial exercise of any right, power or privilege hereunder shall preclude any
other or further exercise thereof or the exercise of any other right, power or
privilege. A waiver by the Administrative Agent or any Lender of any right or
remedy hereunder on any one occasion shall not be construed as a bar to any
right or remedy that the Administrative Agent or such Lender would otherwise
have on any future occasion.

(c) The rights and remedies herein provided are cumulative, may be
exercised singly or concurrently and are not exclusive of any other rights or
remedies provided by law.

17. SECTION HEADINGS. The Section headings used in this Guarantee
are for convenience of reference only and are not to affect the construction
hereof or be taken into consideration in the interpretation hereof.

18. SUCCESSORS AND ASSIGNS. This Guarantee shall be binding upon the
successors and assigns of each Guarantor and shall inure to the benefit of the
Administrative Agent and the Lenders and their successors and assigns, except
that no Guarantor may assign, transfer or delegate any of its rights or
obligations under this Agreement without the prior written consent of the
Administrative Agent; PROVIDED, HOWEVER, that at the time any Guarantor ceases
to be a Domestic Subsidiary of the Borrower, such Guarantor shall be released
from its obligations under this Guarantee without further action.

19. WAIVER OF JURY TRIAL. EACH GUARANTOR HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING
TO THIS GUARANTEE, ANY OTHER CREDIT DOCUMENT OR ANY LETTER OF CREDIT AND FOR ANY
COUNTERCLAIM THEREIN.

20. SUBMISSION TO JURISDICTION; WAIVERS. Each Guarantor hereby
irrevocably and unconditionally:

(i) submits for itself and its property in any legal action or
proceeding relating to this Guarantee, any other Credit Document or any
Letter of Credit, or for recognition and enforcement of any judgment in
respect thereof, to the non-exclusive general jurisdiction of the Courts of
the State of New York, the courts of the United States of America for the
Southern District of New York and appellate courts from any thereof;

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

(iii) agrees that service of process in any such action or proceeding
may be effected by mailing a copy thereof by registered or certified mail
(or any substantially similar form of mail), postage prepaid, to such
Guarantor at its address referred to in Section 12 or at such other address
of which the Administrative Agent shall have been notified pursuant
thereto;

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

(v) waives, to the maximum extent not prohibited by law, any right it
may have to claim or recover in any legal action or proceeding referred to
in this Section 20 any special, exemplary, punitive or consequential
damages.

21. GOVERNING LAW. THIS GUARANTEE SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee
to be duly executed and delivered by its duly authorized officer as of the day
and year first above written.

EACH SUBSIDIARY GUARANTOR LISTED ON
ANNEX A HERETO,

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

Address for Notices for each Guarantor:

Corning Consumer Products Company
X Xxxxxxxx
Xxxxxxxx Xxxx
Xxxxxxx, Xxx Xxxx 00000
Attention: Xxxxxx X'Xxxxx
Fax: (000) 000-0000

With a copy to:

Xxxxxx, Inc.
000 Xxxx Xxxxx Xxxxxx
Xxxxxxxx, Xxxx 00000-0000
Attention: Xxxxxx Xxxxxxxx
Fax: (000) 000-0000

ANNEX A
TO THE GUARANTEE AGREEMENT

SUBSIDIARY GUARANTORS

EXHIBIT B
TO THE CREDIT AGREEMENT
-----------------------

FORM OF PLEDGE AGREEMENT

PLEDGE AGREEMENT dated as of April 9, 1998, among CORNING CONSUMER
PRODUCTS COMPANY, a Delaware corporation (the "BORROWER PLEDGOR"), the
undersigned Subsidiaries of the Borrower Pledgor listed on Annex A hereto (each
a "SUBSIDIARY PLEDGOR" and, collectively, the "SUBSIDIARY PLEDGORS"; the
Borrower Pledgor and the Subsidiary Pledgors, collectively, the "PLEDGORS") and
THE CHASE MANHATTAN BANK, as administrative agent (in such capacity, the
"ADMINISTRATIVE AGENT") for the lenders (the "LENDERS") from time to time
parties to the Credit Agreement dated as of April 9, 1998 (as the same may be
amended, supplemented or otherwise modified from time to time, the "CREDIT
AGREEMENT"), among the Borrower Pledgor, the Lenders, the Administrative Agent,
SALOMON BROTHERS HOLDING COMPANY INC, as syndication agent (in such capacity,
the "SYNDICATION AGENT") for the Lenders, and BANKERS TRUST COMPANY, as
documentation agent (in such capacity, the "DOCUMENTATION AGENT") for the
Lenders.

W I T N E S S E T H:

WHEREAS, (a) pursuant to the Credit Agreement, the Lenders have
severally agreed to make Loans and other extensions of credit (collectively, the
"EXTENSIONS OF CREDIT") to the Borrower Pledgor upon the terms and subject to
the conditions set forth therein and (b) one or more Lenders or affiliates of
Lenders may from time to time enter into Hedge Agreements (as defined in the
Credit Agreement) with the Borrower Pledgor;

WHEREAS, (a) each Subsidiary Pledgor is a direct Domestic Subsidiary
(as defined in the Credit Agreement) of the Borrower Pledgor and (b) each
Subsidiary Pledgor has, pursuant to the Guarantee dated as of the date hereof,
guaranteed to the Administrative Agent, for the ratable benefit of the Lenders
and their respective successors, indorsees, transferees and assigns, the prompt
and complete payment and performance by the Borrower Pledgor when due (whether
at the stated maturity, by acceleration or otherwise) of the Obligations (as
defined in the Credit Agreement);

WHEREAS, the proceeds of the Extensions of Credit will be used in part
to enable the Borrower Pledgor to make valuable transfers to the Subsidiary
Pledgors in connection with the operation of their respective businesses;

WHEREAS, the Borrower Pledgor and the Subsidiary Pledgors are engaged
in related businesses, and each Pledgor will derive substantial direct and
indirect benefit from the making of the Extensions of Credit;

WHEREAS, it is a condition precedent to the obligation of the Lenders
to make their respective Extensions of Credit to the Borrower Pledgor under the
Credit Agreement that the Borrower Pledgor and the Subsidiary Pledgors shall
have executed and delivered this Pledge Agreement to the Administrative Agent
for the ratable benefit of the Lenders; and

WHEREAS, (a) the Borrower Pledgor is the legal and beneficial owner of
the shares of stock (the "PLEDGED SHARES") described on Schedule I hereto and
issued by the corporations named therein, which Pledged Shares constitute the
percentage of all the issued and outstanding shares of capital stock of such
companies identified on such Schedule I, and

(b) each of the Pledgors is the legal and beneficial owner of the indebtedness
(the "PLEDGED DEBT") described from time to time on a schedule hereafter
delivered to the Administrative Agent in accordance with the terms of the Credit
Agreement at the time of receipt by any such Pledgor of non-cash proceeds in
excess of $5,000,000 from sales of assets permitted by the Credit Agreement;

1.DEFINED TERMS. (a) Unless otherwise defined herein, terms defined
in the Credit Agreement and used herein shall have the meanings given to them in
the Credit Agreement.

(b) As used herein, the term "OBLIGATIONS" means the collective
reference to (i) the unpaid principal of and interest on the Loans and all other
obligations and liabilities of the Borrower Pledgor to the Administrative Agent
or any Lender (including, without limitation, interest accruing at the
then-applicable rate provided in the Credit Agreement after the maturity of the
Loans and interest accruing at the then-applicable rate provided in the Credit
Agreement after the filing of any petition in bankruptcy, or the commencement of
any insolvency, reorganization or like proceeding, relating to the Borrower
Pledgor, whether or not a claim for post-filing or post-petition interest is
allowed in such proceeding), whether direct or indirect, absolute or contingent,
due or to become due, now existing or hereafter incurred, that may arise under,
out of, or in connection with, the Credit Agreement, the other Credit Documents,
the Letters of Credit or any other documents made, delivered or given in
connection therewith, whether on account of principal, interest, reimbursement
obligations, fees, indemnities, costs, expenses or otherwise (including, without
limitation, all fees and disbursements of counsel to the Administrative Agent or
to the Lenders that are required to be paid by the Borrower Pledgor or any
Subsidiary Pledgor pursuant to the terms of the Credit Agreement or any other
Credit Document) and (ii) all obligations and liabilities of the Borrower
Pledgor to any Lender or any affiliate of a Lender, whether direct or indirect,
absolute or contingent, due or to become due, now existing or hereafter
incurred, that may arise under, out of, or in connection with, any Hedge
Agreement or any other document made, delivered or given in connection
therewith.

(c) References to "Lenders" in this Pledge Agreement shall be deemed
to include affiliates of Lenders that may from time to time enter into Hedge
Agreements with the Borrower Pledgor.

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

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

2. GRANT OF SECURITY. The Pledgors hereby transfer, assign and
pledge to the Administrative Agent for the ratable benefit of the Lenders, and
hereby grant to the

Administrative Agent for the ratable benefit of the Lenders, a security interest
in, the following, whether now owned or existing or hereafter acquired or
existing (collectively, the "COLLATERAL"):

(a) in the case of the Borrower Pledgor, the Pledged Shares and the
certificates representing the Pledged Shares and any interest of the Borrower
Pledgor in the entries on the books of any financial intermediary pertaining to
the Pledged Shares, and all dividends, cash, warrants, rights, instruments and
other property or proceeds from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of the Pledged Shares;
and

(b) in the case of each Pledgor, the Pledged Debt and the instruments
evidencing the Pledged Debt, and all interest, cash, instruments and other
property or proceeds from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of the Pledged Debt; and

(c) in the case of the Borrower Pledgor and each Pledgor, to the
extent not covered by clauses (a) and (b) above, respectively, all proceeds of
any or all of the foregoing Collateral. For purposes of this Pledge Agreement,
the term "proceeds" includes whatever is receivable or received when Collateral
or proceeds are sold, exchanged, collected or otherwise disposed of, whether
such disposition is voluntary or involuntary, and includes, without limitation,
proceeds of any indemnity or guaranty payable to any Pledgor or the
Administrative Agent from time to time with respect to any of the Collateral.

3. SECURITY FOR OBLIGATIONS. This Pledge Agreement secures the
payment of all Obligations of each Pledgor. Without limiting the generality of
the foregoing, this Pledge Agreement secures the payment of all amounts that
constitute part of the Obligations and would be owed by any of the Pledgors to
the Administrative Agent or the Lenders under the Credit Documents but for the
fact that they are unenforceable or not allowable due to the existence of a
bankruptcy, reorganization or similar proceeding involving any Pledgor.

4. DELIVERY OF THE COLLATERAL. All certificates or instruments, if
any, representing or evidencing the Collateral shall be promptly delivered to
and held by or on behalf of the Administrative Agent pursuant hereto and shall
be in suitable form for transfer by delivery, or shall be accompanied by duly
executed instruments of transfer or assignment in blank, all in form and
substance reasonably satisfactory to the Administrative Agent. The
Administrative Agent shall have the right, at any time after the occurrence and
during the continuance of an Event of Default and without notice to any Pledgor,
to transfer to or to register in the name of the Administrative Agent or any of
its nominees any or all of the Pledged Shares.

5. REPRESENTATIONS AND WARRANTIES. Each Pledgor represents and
warrants as follows:

(a) In the case of the Borrower Pledgor, the Pledged Shares set forth
on Schedule I hereto represent on the date hereof the percentage of all the
issued and outstanding capital stock of each Restricted Subsidiary of the
Borrower Pledgor as identified on such Schedule I.

(b) In the case of each Pledgor, such Pledgor is the legal and
beneficial owner of the Collateral, as indicated on Schedule I, pledged or
assigned by such Pledgor hereunder

free and clear of any Lien, except for the Lien created by this Pledge Agreement
or Liens permitted under Section 8 hereof.

(c) As of the date of this Pledge Agreement, the Pledged Shares
pledged by the Borrower Pledgor hereunder have been duly authorized and validly
issued and are fully paid and non-assessable.

(d) The execution and delivery by such Pledgor of this Pledge
Agreement and the pledge of the Collateral pledged by such Pledgor hereunder
pursuant hereto create a valid and perfected first priority security interest in
the Collateral, securing the payment of the Obligations.

(e) Such Pledgor has full power, authority and legal right to pledge
all the Collateral pledged by such Pledgor pursuant to this Pledge Agreement and
will defend its and the Administrative Agent's title or interest thereto or
therein (and in the proceeds thereof) against any and all Liens (other than the
Lien of this Pledge Agreement), however arising, or any and all persons
whomsoever.

6. FURTHER ASSURANCES. Each Pledgor agrees that at any time and from
time to time, at the expense of such Pledgor, it will promptly execute and
deliver all further instruments and documents, and take all further action, that
may be necessary, or that the Administrative Agent may reasonably request, in
order to perfect and protect any pledge, assignment or security interest granted
or purported to be granted hereby or to enable the Administrative Agent to
exercise and enforce its rights and remedies hereunder with respect to any
Collateral.

7. VOTING RIGHTS; DIVIDENDS AND DISTRIBUTIONS; ETC. (a) So long as
no Event of Default shall have occurred and be continuing:

(i) Each Pledgor shall be entitled to exercise any and all
voting and other consensual rights pertaining to the Collateral or any
part thereof for any purpose not prohibited by the terms of this
Pledge Agreement or the other Credit Documents.

(ii) The Administrative Agent shall execute and deliver (or
cause to be executed and delivered) to each Pledgor all such proxies
and other instruments as such Pledgor may reasonably request for the
purpose of enabling such Pledgor to exercise the voting and other
rights that it is entitled to exercise pursuant to paragraph (i)
above.

(b) Subject to paragraph (c) below, each Pledgor shall be entitled to
receive and retain and use, free and clear of the Lien of this Pledge Agreement,
any and all dividends, distributions, principal and interest made or paid in
respect of the Collateral; PROVIDED, HOWEVER, that any and all dividends and
other distributions in equity securities included in the Collateral shall be,
and shall be forthwith delivered to the Administrative Agent to hold as,
Collateral and shall, if received by such Pledgor, be received in trust for the
benefit of the Administrative Agent, be segregated from the other property or
funds of such Pledgor and be forthwith delivered to the Administrative Agent as
Collateral in the same form as so received (with any necessary indorsement).

(c) Upon written notice to each Pledgor by the Administrative Agent
following the occurrence and during the continuance of an Event of Default,

(i) all rights of such Pledgor to exercise or refrain from
exercising the voting and other consensual rights that it would
otherwise be entitled to exercise pursuant to Section 7(a)(i) shall
cease, and all such rights shall thereupon become vested in the
Administrative Agent, which shall thereupon have the sole right to
exercise or refrain from exercising such voting and other consensual
rights during the continuance of such Event of Default;

(ii) all rights of such Pledgor to receive the dividends,
distributions and principal and interest payments that such Pledgor
would otherwise be authorized to receive and retain pursuant to
Section 7(b) shall cease, and all such rights shall thereupon become
vested in the Administrative Agent, which shall thereupon have the
sole right to receive and hold as Collateral such dividends,
distributions and principal and interest payments during the
continuance of such Event of Default;

(iii) all dividends, distributions and principal and interest
payments that are received by such Pledgor contrary to the provisions
of Section 7(b) shall be received in trust for the benefit of the
Administrative Agent, shall be segregated from other funds of such
Pledgor and shall forthwith be paid over to the Administrative Agent
as Collateral in the same form as so received (with any necessary
indorsements); and

(iv) in order to permit the Administrative Agent to receive all
dividends, distributions and principal and interest payments to which
it may be entitled under Section 7(b) above, to exercise the voting
and other consensual rights that it may be entitled to exercise
pursuant to Section 7(c)(i) above, and to receive all dividends,
distributions and principal and interest payments that it may be
entitled to under Section 7(c)(ii) above, such Pledgor shall, if
necessary, upon written notice from the Administrative Agent, from
time to time execute and deliver to the Administrative Agent,
appropriate proxies, dividend payment orders and other instruments as
the Administrative Agent may reasonably request.

8. TRANSFERS AND OTHER LIENS; ADDITIONAL COLLATERAL; ETC. Each
Pledgor shall:

(a) not, except as permitted by the Credit Agreement, (i) sell or
otherwise dispose of, or grant any option or warrant with respect to, any of the
Collateral or (ii) create or suffer to exist any consensual Lien upon or with
respect to any of the Collateral, except for the Lien under this Pledge
Agreement, PROVIDED that in the event such Pledgor sells assets or any other
Collateral permitted by the Credit Agreement and such assets are or include
Collateral, the Administrative Agent shall release such Collateral to such
Pledgor free and clear of the Lien under this Pledge Agreement concurrently with
the consummation of such sale; and

(b) (i) in the case of the Borrower Pledgor, except as permitted by
the Credit Agreement, cause each issuer of Pledged Shares not to issue any stock
or other securities in addition to or in substitution for the Pledged Shares
issued by such issuer, except to such Pledgor, and (ii) pledge hereunder,
immediately upon its acquisition (directly or indirectly)

thereof, any and all additional shares of stock or other securities of each such
issuer (other than those issuers organized outside of the United States (with
respect to which the Pledgor shall pledge 65 percent of such shares within
60 Business Days of such acquisition)) of Pledged Shares.

9. ADMINISTRATIVE AGENT APPOINTED ATTORNEY-IN-FACT. Each Pledgor
hereby irrevocably appoints the Administrative Agent as such Pledgor's
attorney-in-fact, with full authority in the place and stead of such Pledgor and
in the name of such Pledgor or otherwise to take any action and to execute any
instrument, in each case after the occurrence and during the continuance of an
Event of Default, that the Administrative Agent may deem reasonably necessary or
advisable to accomplish the purposes of this Pledge Agreement, including,
without limitation, to receive, indorse and collect all instruments made payable
to such Pledgor representing any dividend, distribution or principal or interest
payment in respect of the Collateral or any part thereof and to give full
discharge for the same.

10. THE ADMINISTRATIVE AGENT'S DUTIES. The powers conferred on the
Administrative Agent hereunder are solely to protect its interest in the
Collateral and shall not impose any duty upon it to exercise any such powers.
Except for the safe custody of any Collateral in its possession and the
accounting for moneys actually received by it hereunder, the Administrative
Agent shall have no duty as to any Collateral, as to ascertaining or taking
action with respect to calls, conversions, exchanges, maturities, tenders or
other matters relative to any Pledged Shares, whether or not the Administrative
Agent or any Lender has or is deemed to have knowledge of such matters, or as to
the taking of any necessary steps to preserve rights against any parties or any
other rights pertaining to any Collateral. The Administrative Agent shall be
deemed to have exercised reasonable care in the custody and preservation of any
Collateral in its possession if such Collateral is accorded treatment
substantially equal to that which the Administrative Agent accords its own
property.

11. REMEDIES. If any Event of Default shall have occurred and be
continuing:

(a) The Administrative Agent may exercise in respect of the
Collateral, in addition to other rights and remedies provided for herein or
otherwise available to it, all the rights and remedies of a secured party upon
default under the Uniform Commercial Code in effect in the State of New York at
such time (the "N.Y. UNIFORM COMMERCIAL CODE") (whether or not the N.Y. Uniform
Commercial Code applies to the affected Collateral) and also may without notice
except as specified below, sell the Collateral or any part thereof in one or
more parcels at public or private sale, at any exchange broker's board or at any
of the Administrative Agent's offices or elsewhere, for cash, on credit or for
future delivery, at such price or prices and upon such other terms as are
commercially reasonable irrespective of the impact of any such sales on the
market price of the Collateral. Each purchaser at any such sale shall hold the
property sold absolutely free from any claim or right on the part of any
Pledgor, and each Pledgor hereby waives (to the extent permitted by law) all
rights of redemption, stay and/or appraisal which it now has or may at any time
in the future have under any rule of law or statute now existing or hereafter
enacted. Each Pledgor agrees that, to the extent notice of sale shall be
required by law, at least ten days' notice to such Pledgor of the time and place
of any public sale or the time after which any private sale is to be made shall
constitute reasonable notification. The Administrative Agent shall not be
obligated to make any sale of Collateral regardless of notice of sale having
been given. The Administrative Agent may adjourn any public or private sale
from time to time by announcement at the time and place fixed therefor, and such
sale may, without further notice, be made at the time and place to which it was
so adjourned. To the extent permitted by law, each Pledgor hereby

waives any claim against the Administrative Agent arising by reason of the fact
that the price at which any Collateral may have been sold at such a private sale
was less than the price that might have been obtained at a public sale, even if
the Administrative Agent accepts the first offer received and does not offer
such Collateral to more than one offeree.

(b) All cash and cash proceeds received by the Administrative Agent
in respect of any sale of, collection from, or other realization upon, all or
any part of the Collateral may, in the discretion of the Administrative Agent,
be held by the Administrative Agent as collateral for, and/or then or at any
time thereafter applied (after payment of any amounts payable to the
Administrative Agent pursuant to Section 13.5 of the Credit Agreement) in whole
or in part by the Administrative Agent for the ratable benefit of the Lenders
against, all or any part of the Obligations in such order as the Administrative
Agent shall elect. Any surplus of such cash or cash proceeds held by the
Administrative Agent and remaining after payment in full of all the Obligations
shall be paid over to applicable Pledgor or to any other Person that may be
lawfully entitled to receive such surplus.

(d) All payments received by any Pledgor after the occurrence and
during the continuance of an Event of Default in respect of the Collateral shall
be received in trust for the benefit of the Administrative Agent, shall be
segregated from other funds of such Pledgor and shall be forthwith paid over to
the Administrative Agent in the same form as so received (with any necessary
indorsement).

12. AMENDMENTS, ETC. WITH RESPECT TO THE OBLIGATIONS; WAIVER OF
RIGHTS. Each Pledgor shall remain obligated hereunder notwithstanding that,
without any reservation of rights against such Pledgor and without notice to or
further assent by such Pledgor, any demand for payment of any of the Obligations
made by the Administrative Agent or any Lender may be rescinded by such party
and any of the Obligations continued, and the Obligations, or the liability of
any other party upon or for any part thereof, or any collateral security or
guarantee therefor or right of offset with respect thereto, may, from time to
time, in whole or in part, be renewed, extended, amended, modified, accelerated,
compromised, waived, surrendered or released by the Administrative Agent or any
Lender, and the Credit Agreement, the other Credit Documents, the Letters of
Credit and any other documents executed and delivered in connection therewith
and the Hedge Agreements and any other documents executed and delivered in
connection therewith may be amended, modified, supplemented or terminated, in
whole or in part, as the Administrative Agent (or the Required Lenders, as the
case may be, or, in the case of any Hedge Agreement, the Lender party thereto)
may deem advisable from time to time, and any collateral security, guarantee or
right of offset at any time held by the Administrative Agent or any Lender for
the payment of the Obligations may be sold, exchanged, waived, surrendered or
released. Neither the Administrative Agent nor any Lender shall have any
obligation to protect, secure, perfect or insure any Lien at any time held by it
as security for the Obligations or for this Pledge Agreement or any property
subject thereto. When making any demand hereunder against any Pledgor, the
Administrative Agent or any Lender may, but shall be under no obligation to,
make a similar demand on the Borrower Pledgor, any other Pledgor or pledgor, and
any failure by the Administrative Agent or any Lender to make any such demand or
to collect any payments from the Borrower Pledgor or any other Pledgor or
pledgor or any release of the Borrower Pledgor or any other Pledgor or pledgor
shall not relieve any Pledgor in respect of which a demand is made or collection
is not made or any Pledgor not so released of its several

obligations or liabilities hereunder, and shall not impair or affect the rights
and remedies, express or implied, or as a matter of law, of the Administrative
Agent or any Lender against any Pledgor. For the purposes hereof "demand" shall
include the commencement and continuance of any legal proceedings.

13. CONTINUING SECURITY INTEREST; ASSIGNMENTS UNDER THE CREDIT
AGREEMENT. This Pledge Agreement shall create a continuing security interest in
the Collateral and shall (a) remain in full force and effect until the payment
in full in cash of the Obligations, (b) be binding upon each Pledgor, its
successors and assigns and (c) inure, together with the rights and remedies of
the Administrative Agent hereunder, to the benefit of the Administrative Agent,
the Lenders and their respective successors, transferees and assigns.

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

15. NOTICES. All notices, requests and demands pursuant hereto shall
be made in accordance with Section 13.2 of the Credit Agreement, PROVIDED that
any such notice, request or demand to or upon any Subsidiary Pledgor shall be
addressed to such Subsidiary Pledgor at the notice address set forth under its
signature below.

16. COUNTERPARTS. This Pledge Agreement may be executed by one or
more of the Pledgors on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument. A set of the counterparts of this Pledge Agreement signed by all
the Pledgors shall be lodged with the Administrative Agent and the Borrower
Pledgor.

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

18. INTEGRATION. This Pledge Agreement represents the agreement of
each of the Pledgors with respect to the subject matter hereof and there are no
promises or representations by the Administrative Agent or any Lender relative
to the subject matter hereof not reflected herein or in the other Credit
Documents.

19. AMENDMENTS IN WRITING; NO WAIVER; CUMULATIVE REMEDIES. (a) None
of the terms or provisions of this Pledge Agreement may be waived, amended,
supplemented or otherwise modified except by a written instrument executed by
the affected Pledgor and the Administrative Agent in accordance with Section
13.1 of the Credit Agreement.

(b) Neither the Administrative Agent nor any Lender shall by any act
(except by a written instrument pursuant to Section 19(a)), delay, indulgence,
omission or otherwise be deemed to have waived any right or remedy hereunder or
to have acquiesced in any Default

or Event of Default or in any breach of any of the terms and conditions hereof.
No failure to exercise, nor any delay in exercising, on the part of the
Administrative Agent or any Lender, any right, power or privilege hereunder
shall operate as a waiver thereof. No single or partial exercise of any right,
power or privilege hereunder shall preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. A waiver by the
Administrative Agent or any Lender of any right or remedy hereunder on any one
occasion shall not be construed as a bar to any right or remedy that the
Administrative Agent or such Lender would otherwise have on any future occasion.

(c) The rights and remedies herein provided are cumulative, may be
exercised singly or concurrently and are not exclusive of any other rights or
remedies provided by law.

20. SECTION HEADINGS. The Section headings used in this Pledge
Agreement are for convenience of reference only and are not to affect the
construction hereof or be taken into consideration in the interpretation hereof.

21. SUCCESSORS AND ASSIGNS. This Pledge Agreement shall be binding
upon the successors and assigns of each of the Pledgors and shall inure to the
benefit of the Administrative Agent and the Lenders and their successors and
assigns, except that none of the Pledgors may assign, transfer or delegate any
of its rights or obligations under this Pledge Agreement without the prior
written consent of the Administrative Agent.

22. WAIVER OF JURY TRIAL. EACH OF THE PLEDGORS HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING
TO THIS PLEDGE AGREEMENT, ANY OTHER CREDIT DOCUMENT OR ANY LETTER OF CREDIT AND
FOR ANY COUNTERCLAIM THEREIN.

23. SUBMISSION TO JURISDICTION; WAIVERS. Each of the Pledgors hereby
irrevocably and unconditionally:

(i) submits for itself and its property in any legal action or
proceeding relating to this Pledge Agreement, any other Credit Document or
any Letter of Credit, or for recognition and enforcement of any judgment in
respect thereof, to the non-exclusive general jurisdiction of the Courts of
the State of New York, the courts of the United States of America for the
Southern District of New York and appellate courts from any thereof;

(iii) agrees that service of process in any such action or proceeding
may be effected by mailing a copy thereof by registered or certified mail
(or any substantially similar form of mail), postage prepaid, to such
Pledgor at its address referred to in Section 15 or at such other address
of which the Administrative Agent shall have been notified pursuant
thereto;

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

(v) waives, to the maximum extent not prohibited by law, any right it
may have to claim or recover in any legal action or proceeding referred to
in this Section 23 any special, exemplary, punitive or consequential
damages.

45. GOVERNING LAW. THIS PLEDGE AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

IN WITNESS WHEREOF, each of the undersigned has caused this Pledge
Agreement to be duly executed and delivered by its duly authorized officer as of
the day and year first above written.

CORNING CONSUMER PRODUCTS COMPANY,

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

EACH SUBSIDIARY PLEDGOR LISTED ON
ANNEX A HERETO,

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

Address for Notices for each Pledgor:

Corning Consumer Products Company
X Xxxxxxxx
Xxxxxxxx Xxxx
Xxxxxxx, Xxx Xxxx 00000
Attention: Xxxxxx X'Xxxxx
Fax: (000) 000-0000

With a copy to:

Xxxxxx, Inc.
000 Xxxx Xxxxx Xxxxxx
Xxxxxxxx, Xxxx 00000-0000
Attention: Xxxxxx Xxxxxxxx
Fax: (000) 000-0000

THE CHASE MANHATTAN BANK, as Administrative
Agent,

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

ANNEX A
TO THE PLEDGE AGREEMENT

SUBSIDIARY PLEDGORS

SCHEDULE 1
TO THE PLEDGE AGREEMENT
-----------------------

PLEDGED SHARES

Stock Percentage of
Class of Stock/ Certificate Number of Outstanding
Pledgor Issuer Par Value No(s) Shares Shares
------- ------ --------- ---- ------ ------

EXHIBIT C-1
TO THE CREDIT AGREEMENT
-----------------------

TERM LOAN PROMISSORY NOTE

$[ ] New York, New York
April [ ], 1998

FOR VALUE RECEIVED, the undersigned, CORNING CONSUMER PRODUCTS COMPANY, a
Delaware corporation (the "BORROWER"), hereby unconditionally promises to pay to
the order of [LENDER] (the "LENDER") at the office of The Chase Manhattan Bank
(together with its successors in such capacity, the "ADMINISTRATIVE AGENT"),
located at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, in lawful money of the
United States of America and in immediately available funds, in accordance with
Section 2.5 of the Credit Agreement (as hereinafter defined), the principal
amount of (a) [DOLLARS] ($[ ]), or, if less, (b) the aggregate unpaid
principal amount of all Term Loans made by the Lender to the Borrower pursuant
to Section 2.1 of the Credit Agreement. The Borrower further agrees to pay
interest in like money at such office on the unpaid principal amount hereof from
time to time outstanding at the rates and on the dates specified in Section 2.8
of the Credit Agreement.

The holder of this promissory note is authorized to endorse on the
schedules annexed hereto and made a part hereof or on a continuation thereof
that shall be attached hereto and made a part hereof the date, Type and amount
of each Term Loan made pursuant to the Credit Agreement and the date and amount
of each payment or prepayment of principal thereof, each continuation thereof,
each conversion of all or a portion thereof to another Type and, in the case of
Eurodollar Term Loans, the length of each Interest Period with respect thereto.
Each such endorsement shall constitute PRIMA FACIE evidence of the accuracy of
the information endorsed, PROVIDED that the failure to make any such endorsement
or any error in such endorsement shall not affect the obligations of the
Borrower in respect of any Term Loan.

This promissory note (a) has been issued pursuant to Section 13.6(b) of the
Credit Agreement dated as of April 9, 1998 (as the same may be amended,
supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT"),
among the Borrower, the Lenders from time to time parties thereto, the
Administrative Agent, Salomon Brothers Holding Company Inc, as Syndication
Agent, and Bankers Trust Company, as Documentation Agent, (b) is subject to the
provisions of the Credit Agreement and (c) is subject to prepayment in whole or
in part as provided in the Credit Agreement.

Upon the occurrence of any one or more of the Events of Default specified
in the Credit Agreement, all amounts then remaining unpaid on this promissory
note shall become, or may be declared to be, immediately due and payable, all as
provided in the Credit Agreement.

All parties now and hereafter liable with respect to this promissory note,
whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive
presentment, demand, protest and all other notices of any kind.

Unless otherwise defined herein, terms defined in the Credit Agreement and
used herein shall have the meanings given to them in the Credit Agreement.

THIS PROMISSORY NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

CORNING CONSUMER PRODUCTS COMPANY,

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

Schedule A
To term note

LOANS, CONVERSIONS AND REPAYMENTS OF ABR LOANS

------------ ---------------------- ------------- ----------------------- ----------------------- ------------------ -----------
Amount Amount of ABR Loans Unpaid Principal
Converted to Amount of Principal of Converted to Balance of Notation
Date Amount of ABR Loans ABR Loans ABR Loans Repaid Eurodollar Term Loans ABR Loans Made By
------------ ---------------------- ------------- ----------------------- ----------------------- ------------------ -----------

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

Schedule B
To Term Note
------------

LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EURODOLLAR TERM LOANS

Amount Amount of Unpaid Principal
Amount of Converted Interest Period and Amount of Principal Eurodollar Term Balance of
Eurodollar to Eurodollar Eurodollar Rate with of Eurodollar Term Loans Converted Eurodollar Notation
Date Term Loans Term Loans Respect Thereto Loans Repaid to ABR Loans Term Loans Made By
-------------- ---------- ------------- -------------------- ------------------- ---------------- ---------------- --------

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

EXHIBIT C-2
TO THE CREDIT AGREEMENT
-----------------------

REVOLVING CREDIT LOAN PROMISSORY NOTE

$[ ] New York, New York
April [ ], 1998

FOR VALUE RECEIVED, the undersigned, CORNING CONSUMER PRODUCTS COMPANY, a
Delaware corporation (the "BORROWER"), hereby unconditionally promises to pay to
the order of [LENDER] (the "LENDER") at the office of The Chase Manhattan Bank
(together with its successors in such capacity, the "ADMINISTRATIVE AGENT"),
located at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, in lawful money of the
United States of America and in immediately available funds, in accordance with
Section 2.5 of the Credit Agreement (as hereinafter defined), the principal
amount of (a) [DOLLARS] ($[ ]), or, if less, (b) the aggregate unpaid
principal amount of all Revolving Credit Loans made by the Lender to the
Borrower pursuant to Section 2.1 of the Credit Agreement. The Borrower further
agrees to pay interest in like money at such office on the unpaid principal
amount hereof from time to time outstanding at the rates and on the dates
specified in Section 2.8 of the Credit Agreement.

The holder of this promissory note is authorized to endorse on the
schedules annexed hereto and made a part hereof or on a continuation thereof
that shall be attached hereto and made a part hereof the date, Type and amount
of each Revolving Credit Loan made pursuant to the Credit Agreement and the date
and amount of each payment or prepayment of principal thereof, each continuation
thereof, each conversion of all or a portion thereof to another Type and, in the
case of Eurodollar Revolving Credit Loans, the length of each Interest Period
with respect thereto. Each such endorsement shall constitute PRIMA FACIE
evidence of the accuracy of the information endorsed, PROVIDED that the failure
to make any such endorsement or any error in such endorsement shall not affect
the obligations of the Borrower in respect of any Revolving Credit Loan.

Unless otherwise defined herein, terms defined in the Credit Agreement and
used herein shall have the meanings given to them in the Credit Agreement.

THIS PROMISSORY NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

CORNING CONSUMER PRODUCTS COMPANY,

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

SCEDULE A
TO REVOLVING CREDIT NOTE

LOANS, CONVERSIONS AND REPAYMENTS OF ABR LOANS

------------ ---------------------- ------------- ----------------------- ----------------------- ------------------ -----------
Amount of ABR Loans
Amount Converted to Unpaid Principal
Converted to Amount of Principal of Eurodollar Revolving Balance of Notation
Date Amount of ABR Loans ABR Loans ABR Loans Repaid Credit Loans ABR Loans Made By
------------ ---------------------- ------------- ----------------------- ----------------------- ------------------ -----------

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

Schedule B
To Term Note
------------

LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EURODOLLAR TERM LOANS

-------------- ------------ ------------- -------------------- ------------------- ---------------- ---------------- --------
Amount of Unpaid Principal
Amount Eurodollar Balance of
Amount of Converted to Amount of Principal Revolving Eurodollar
Eurodollar Eurodollar Interest Period and of Eurodollar Credit Loans Revolving
Revolving Revolving Eurodollar Rate with Revolving Credit Converted to Credit Notation
Date Credit Loans Credit Loans Respect Thereto Loans Repaid ABR Loans Loans Made By
-------------- ------------ ------------- -------------------- ------------------- ---------------- ---------------- --------

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

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CREDIT AGREEMENT AMONG CORNING CONSUMER PRODUCTS COMPANY THE SEVERAL LENDERS FROM TIME TO TIME PARTIES HERETO THE CHASE MANHATTAN BANK, AS ADMINISTRATIVE AGENT SALOMON BROTHERS HOLDING COMPANY INC, AS SYNDICATION AGENT AND BANKERS TRUST COMPANY, AS...

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