Exhibit 10.1

                                                                  EXECUTION COPY


                                CREDIT AGREEMENT

                                   dated as of

                               November 30, 2004,

                                      among

                    AFFINIA GROUP INTERMEDIATE HOLDINGS INC.,

                               AFFINIA GROUP INC.,
                                  as Borrower,


                            The Lenders Party Hereto,


                           JPMORGAN CHASE BANK, N.A.,
                  as Administrative Agent and Collateral Agent,

                     GOLDMAN SACHS CREDIT PARTNERS L.P. and
                           CREDIT SUISSE FIRST BOSTON,
                            as Co-Syndication Agents,

                                       and

                   DEUTSCHE BANK AG, CAYMAN ISLANDS BRANCH and
                               UBS SECURITIES LLC
                           as Co-Documentation Agents

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

                     J.P. MORGAN SECURITIES INC. and GOLDMAN
                           SACHS CREDIT PARTNERS L.P.,
                              as Co-Lead Arrangers,

                                       and

                      J.P. MORGAN SECURITIES INC., GOLDMAN
                         SACHS CREDIT PARTNERS L.P. and
                           CREDIT SUISSE FIRST BOSTON
                              as Joint Bookrunners







                                TABLE OF CONTENTS


                                                                            Page
                                                                            ----
                                    ARTICLE I

                                   Definitions

SECTION 1.01.   Defined Terms..................................................3

SECTION 1.02.   Classification of Loans and Borrowings........................35

SECTION 1.03.   Terms Generally...............................................35

SECTION 1.04.   Accounting Terms; GAAP........................................36


                                   ARTICLE II

                                   The Credits

SECTION 2.01.   Commitments...................................................36

SECTION 2.02.   Loans and Borrowings..........................................36

SECTION 2.03.   Requests for Borrowings.......................................37

SECTION 2.04.   Swingline Loans...............................................38

SECTION 2.05.   Letters of Credit.............................................39

SECTION 2.06.   Funding of Borrowings.........................................43

SECTION 2.07.   Interest Elections............................................44

SECTION 2.08.   Termination and Reduction of Commitments......................45

SECTION 2.09.   Repayment of Loans; Evidence of Debt..........................46

SECTION 2.10.   Amortization of Tranche B Term Loans..........................47

SECTION 2.11.   Prepayment of Loans...........................................48

SECTION 2.12.   Fees..........................................................49

SECTION 2.13.   Interest......................................................50

SECTION 2.14.   Alternate Rate of Interest....................................51

SECTION 2.15.   Increased Costs...............................................52






SECTION 2.16.   Break Funding Payments........................................53

SECTION 2.17.   Taxes.........................................................53

SECTION 2.18.   Payments Generally; Pro Rata Treatment; Sharing of Set-offs...55

SECTION 2.19.   Mitigation Obligations; Replacement of Lenders................57

SECTION 2.20.   Incremental Extensions of Credit..............................57


                                   ARTICLE III

                         Representations and Warranties

SECTION 3.01.   Organization; Power...........................................59

SECTION 3.02.   Authorization; Enforceability.................................59

SECTION 3.03.   Governmental Approvals; No Conflicts..........................59

SECTION 3.04.   Financial Condition; No Material Adverse Change...............60

SECTION 3.05.   Properties....................................................60

SECTION 3.06.   Litigation and Environmental Matters..........................61

SECTION 3.07.   Compliance with Laws and Agreements...........................61

SECTION 3.08.   Investment and Holding Company Status.........................62

SECTION 3.09.   Taxes.........................................................62

SECTION 3.10.   ERISA.........................................................62

SECTION 3.11.   Disclosure....................................................62

SECTION 3.12.   Subsidiaries and Joint Ventures...............................62

SECTION 3.13.   Insurance.....................................................63

SECTION 3.14.   Labor Matters.................................................63

SECTION 3.15.   Solvency......................................................63

SECTION 3.16.   Senior Indebtedness; Designated Senior Indebtedness...........63

SECTION 3.17.   Collateral Matters............................................63



                                       ii




                                   ARTICLE IV

                                   Conditions

SECTION 4.01.   Effective Date................................................65

SECTION 4.02.   Each Credit Event.............................................69


                                    ARTICLE V

                              Affirmative Covenants

SECTION 5.01.   Financial Statements and Other Information....................70

SECTION 5.02.   Notices of Material Events....................................72

SECTION 5.03.   Information Regarding Collateral..............................72

SECTION 5.04.   Existence; Conduct of Business................................72

SECTION 5.05.   Payment of Taxes..............................................73

SECTION 5.06.   Maintenance of Properties.....................................73

SECTION 5.07.   Insurance.....................................................73

SECTION 5.08.   Casualty and Condemnation.....................................73

SECTION 5.09.   Books and Records; Inspection and Audit Rights................74

SECTION 5.10.   Compliance with Laws..........................................74

SECTION 5.11.   Use of Proceeds and Letters of Credit.........................74

SECTION 5.12.   Additional Subsidiaries.......................................74

SECTION 5.13.   Further Assurances............................................75

SECTION 5.14.   Interest Rate Protection......................................76

SECTION 5.15.   End of Fiscal Year; Fiscal Quarters...........................76


                                   ARTICLE VI

                               Negative Covenants

SECTION 6.01.   Indebtedness; Certain Equity Securities.......................76

SECTION 6.02.   Liens.........................................................79



                                      iii




SECTION 6.03.   Fundamental Changes...........................................81

SECTION 6.04.   Investments, Loans, Advances, Guarantees and Acquisitions.....82

SECTION 6.05.   Asset Sales...................................................86

SECTION 6.06.   Sale and Leaseback Transactions...............................88

SECTION 6.07.   Swap Agreements...............................................88

SECTION 6.08.   Restricted Payments; Certain Payments of Indebtedness.........88

SECTION 6.09.   Transactions with Affiliates..................................89

SECTION 6.10.   Restrictive Agreements........................................90

SECTION 6.11.   Amendment of Material Documents...............................91

SECTION 6.12.   Interest Expense Coverage Ratio...............................91

SECTION 6.13.   Leverage Ratio................................................92

SECTION 6.14.   Maximum Capital Expenditures..................................92


                                   ARTICLE VII

                                Events of Default

SECTION 7.01.   Events of Default.............................................93

SECTION 7.02.   Exclusion of Immaterial Subsidiaries..........................96


                                  ARTICLE VIII

                                   The Agents


                                   ARTICLE IX

                                  Miscellaneous

SECTION 9.01.   Notices.......................................................99

SECTION 9.02.   Waivers; Amendments..........................................100

SECTION 9.03.   Expenses; Indemnity; Damage Waiver...........................102

SECTION 9.04.   Successors and Assigns.......................................103

SECTION 9.05.   Survival.....................................................106



                                       iv




SECTION 9.06.   Counterparts; Integration; Effectiveness.....................107

SECTION 9.07.   Severability.................................................107

SECTION 9.08.   Right of Setoff..............................................107

SECTION 9.09.   Governing Law; Jurisdiction; Consent to Service of Process...108

SECTION 9.10.   WAIVER OF JURY TRIAL.........................................108

SECTION 9.11.   Headings.....................................................109

SECTION 9.12.   Confidentiality..............................................109

SECTION 9.13.   Interest Rate Limitation.....................................110

SECTION 9.14.   USA Patriot Act..............................................110





                                       v




SCHEDULES:

Schedule 1.01(a) -- Existing Joint Ventures
Schedule 1.01(b) -- Mortgaged Property
Schedule 1.01(c) -- Foreign Subsidiaries Pledged Under Foreign Pledge Agreements
Schedule 1.01(d) -- Domestic Subsidiary Non-Loan Parties
Schedule 1.01(e) -- Delivery of Certificates for Foreign Subsidiary Equity
                    Interests
Schedule 2.01 -- Commitments
Schedule 3.05 -- Real Property
Schedule 3.06 -- Disclosed Matters
Schedule 3.12 -- Subsidiaries and Joint Ventures
Schedule 3.13 -- Insurance
Schedule 3.17(a) -- Enforceability of Security Interests
Schedule 3.17(c) -- Mortgages
Schedule 4.01(a) -- Foreign Jurisdictions
Schedule 4.01(f)(i) -- Excluded Foreign Subsidiaries
Schedule 4.01(f)(ii) -- Deferred Foreign Subsidiaries
Schedule 4.01(m) -- Sources and Uses
Schedule 6.01 -- Existing Indebtedness
Schedule 6.02 -- Existing Liens
Schedule 6.04(a) -- Existing Investments
Schedule 6.04(s) -- Permitted Intercompany Investments
Schedule 6.09 -- Existing Transactions with Affiliates
Schedule 6.10 -- Existing Restrictions


EXHIBITS:
---------

Exhibit A     -- Form of Assignment and Assumption
Exhibit B-1   -- Form of Opinion of Simpson, Thacher & Bartlett LLP
Exhibit B-2   -- Form of Opinion of General Counsel of the Borrower
Exhibit C     -- Form of Collateral Agreement
Exhibit D     -- Form of Perfection Certificate
Exhibit E-1   -- Form of Borrowing Request
Exhibit E-2   -- Form of Swingline Borrowing Request
Exhibit F     -- Form of Interest Election Request




                                       vi




                           CREDIT AGREEMENT dated as of November 30, 2004, among
                  AFFINIA GROUP INTERMEDIATE HOLDINGS INC., a Delaware
                  corporation, AFFINIA GROUP INC., a Delaware corporation, the
                  LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as
                  Administrative Agent and Collateral Agent, GOLDMAN SACHS
                  CREDIT PARTNERS L.P. and CREDIT SUISSE FIRST BOSTON, as
                  Co-Syndication Agents, and DEUTSCHE BANK AG, CAYMAN ISLANDS
                  BRANCH and UBS SECURITIES LLC, as Co-Documentation Agents.

         Pursuant to the Stock and Asset Purchase Agreement dated as of July 8,
2004, as amended by Amendment No. 1 thereto dated as of November 1, 2004 and
Amendment No. 2 thereto dated as of November 30, 2004 (as so amended, the
"Purchase Agreement"), by and between Affinia Group Inc., a Delaware corporation
(the "Borrower"), and Dana Corporation, a Virginia corporation (the "Seller"),
the Borrower will acquire (the "Acquisition") the Automotive Aftermarket Group
of the Seller (the "Business") for an aggregate purchase price of approximately
$1,054,375,000 (the "Purchase Price"), comprised of (a) cash consideration (the
"Cash Purchase Price") of $950,000,000, (b) a subordinated pay-in-kind note
having a principal amount at maturity (excluding any pay-in-kind interest
accrued thereon) of $74,500,000 and a present value on the Effective Date (as
defined below) of approximately $50,000,000 and issued by Affinia Group Holdings
Inc. ("Holdings"), a Delaware corporation, to Seller (the "Holdings PIK Note"),
(c) $20,000,000 (the "Working Capital Payment") and (d) $9,825,000 (the "Cash
Balance Payment" and, together with the Working Capital Payment, the "Current
Asset Payments"). Following the Effective Date, the Current Asset Payments may
be adjusted based upon the actual amount of working capital and cash of the
Business on the Effective Date, with (i) any increase in the Current Asset
Payments up to $45,000,000 resulting in an additional cash payment by the
Borrower to the Seller and any increase in the Current Asset Payments above
$45,000,000 resulting in an increase of the principal amount of the Holdings PIK
Note, and (ii) any decrease in the Current Asset Payments up to $74,500,000
resulting in a decrease of the principal amount of the Holdings PIK Note and any
decrease in the Current Asset Payments above $74,500,000 resulting in a cash
refund from the Seller to the Borrower. On or shortly after the Effective Date,
the Borrower will contribute (the "Beck/Arnley Contribution") $25,000,000 in
cash to Beck/Arnley Worldparts Corp., a wholly owned subsidiary of the Business
to be acquired by the Borrower in the Acquisition.

         Immediately prior to, or substantially concurrently with, the
consummation of the Acquisition, (a) Cypress Merchant Banking Partners II L.P.,
Cypress Merchant Banking II C.V., 55th Street Partners II L.P., Cypress
Side-by-Side LLC, Ontario Municipal Employees Retirement System, The
Northwestern Mutual Life Insurance Company, California State Teachers Retirement
System and Stockwell Fund L.P. (the "Initial Investors") will contribute cash of
not less than $355,000,000 to Holdings in exchange for all the issued and
outstanding shares of common stock of Holdings, (b) Holdings will contribute the
aggregate amount of cash described in clause (a) to Affinia Group Intermediate
Holdings Inc. ("Intermediate Holdings"), a Delaware corporation, as common
equity in exchange for all the issued and outstanding





                                                                               2

Equity Interests (as defined below) of Intermediate Holdings, (c) Intermediate
Holdings will contribute the aggregate amount of cash described in clause (b) to
the Borrower as common equity in exchange for all the issued and outstanding
Equity Interests of the Borrower (the equity contributions described in clauses
(a), (b) and (c) are referred to herein collectively as the "Equity
Contribution"), (d) the Borrower will obtain senior secured credit facilities
having an aggregate principal amount of $475,000,000 pursuant to this Agreement,
(e) the Borrower will issue $300,000,000 aggregate principal amount of Senior
Subordinated Notes (as defined below) in a public offering, Rule 144A offering
or other private placement, (f) the Borrower will establish a receivables
purchase facility (the "Effective Date Receivables Securitization") in an
aggregate amount of $100,000,000, of which $75,000,000 will be funded on the
Effective Date, which Effective Date Receivables Securitization will be
established with Affinia Receivables LLC ("Affinia Receivables"), a Delaware
limited liability corporation and a wholly owned, bankruptcy-remote, special
purpose subsidiary of the Borrower, and (g) Intermediate Holdings and the
Borrower will pay fees, expenses and other costs in connection with the
foregoing in an aggregate amount not to exceed $55,000,000 (the "Transaction
Costs").

         The Borrower has requested that the Lenders extend credit in the form
of (a) Term Loans on the Effective Date in an aggregate principal amount not to
exceed $350,000,000 and (b) Revolving Loans, Swingline Loans and Letters of
Credit at any time and from time to time during the Revolving Availability
Period (as defined below) in an aggregate principal amount not to exceed
$125,000,000 at any time outstanding.

         The proceeds of the Term Loans will be used by the Borrower on the
Effective Date, solely (i) first, to pay the Transaction Costs and (ii) second,
together with (x) the proceeds of the Equity Contribution, (y) the proceeds of
the issuance of the Senior Subordinated Notes and (z) the proceeds of amounts
funded under the Effective Date Receivables Securitization on the Effective
Date, to pay the Cash Purchase Price and make the Beck/Arnley Contribution. The
proceeds of the Revolving Loans, Swingline Loans and Letters of Credit will be
used by the Borrower solely for working capital and general corporate purposes
of the Borrower and the Subsidiaries, provided that up to $20,000,000 aggregate
principal amount of Revolving Loans may be made on the Effective Date and used
by the Borrower to make the Current Asset Payments, to make VAT payments in
connection with the Acquisition and for other general corporate purposes.

         The Lenders are willing to extend such credit to the Borrower, and the
Issuing Bank is willing to issue Letters of Credit for the account of the
Borrower, on the terms and subject to the conditions set forth herein.
Accordingly, the parties hereto agree as follows:





                                                                               3

                                    ARTICLE I

                                   Definitions

         SECTION 1.01. Defined Terms. As used in this Agreement, the following
terms have the meanings specified below:

         "ABR", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are bearing interest
at a rate determined by reference to the Alternate Base Rate.

         "Acquisition" has the meaning set forth in the preamble to this
Agreement.

         "Acquisition Documents" means the Purchase Agreement, the other
material agreements, side letters and instruments to be entered into in
connection with the Acquisition, all schedules, exhibits and annexes to each of
the foregoing and all agreements, side letters and instruments affecting the
terms of any of the foregoing.

         "Additional Lender" has the meaning set forth in Section 2.20.

         "Additional Senior Subordinated Notes" means any senior subordinated
notes issued by the Borrower after the Effective Date and the Indebtedness
represented thereby, provided that (a) such senior subordinated notes (i) shall
not provide for guarantors, obligors or security in addition to those which
apply to the Senior Subordinated Notes, (ii) shall not have a maturity date that
is earlier than the date that is 180 days after the Tranche B Maturity Date or
provide for any amortization, sinking fund or other scheduled payments (other
than regularly scheduled interest payments) prior to the date that is 180 days
after the Tranche B Maturity Date and (iii) shall be subordinated to the
Obligations on terms not less favorable to the Lenders than the terms in respect
of the Senior Subordinated Notes and (b) all other terms (excluding interest
rates and redemption premiums) of such senior subordinated notes shall not be
materially less favorable to the Lenders than those existing with respect to the
Senior Subordinated Notes.

         "Additional Senior Subordinated Notes Documents" means all instruments,
agreements and other documents evidencing or governing any Additional Senior
Subordinated Notes or providing for any Guarantee or other right in respect
thereof.

         "Adjusted LIBO Rate" means, with respect to any Eurodollar Borrowing
for any Interest Period, an interest rate per annum (rounded upwards, if
necessary, to the next 1/100 of 1%) equal to (a) the LIBO Rate for such Interest
Period multiplied by (b) the Statutory Reserve Rate.

         "Administrative Agent" means JPMorgan Chase Bank, N.A., in its capacity
as administrative agent for the Lenders hereunder.






                                                                               4


         "Administrative Questionnaire" means an administrative questionnaire in
a form supplied by the Administrative Agent.

         "Affiliate" means, with respect to a specified Person, any other Person
that directly, or indirectly through one or more intermediaries, Controls or is
Controlled by or is under common Control with the Person specified.

         "Affinia Receivables" means Affinia Receivables LLC, a Delaware limited
liability company.

         "Agents" means the Administrative Agent, the Collateral Agent, the
Co-Syndication Agents and the Co-Documentation Agents.

         "Agreement" means this Credit Agreement, as the same may be renewed,
extended, modified, supplemented or amended from time to time.

         "Alternate Base Rate" means, for any day, a rate per annum equal to the
greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds
Effective Rate in effect on such day plus 1/2 of 1%. Any change in the Alternate
Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate
shall be effective from and including the effective date of such change in the
Prime Rate or the Federal Funds Effective Rate, respectively.

         "Applicable Percentage" means, with respect to any Revolving Lender,
the percentage of the aggregate Revolving Commitments represented by such
Lender's Revolving Commitment. If the Revolving Commitments have terminated or
expired, the Applicable Percentages shall be determined based upon the Revolving
Commitments most recently in effect, giving effect to any assignments that occur
thereafter.

         "Applicable Rate" means, for any day (a) with respect to any Tranche B
Term Loan, (i) 1.50% per annum, in the case of an ABR Loan, or (ii) 2.50% per
annum, in the case of a Eurodollar Loan, and (b) with respect to any ABR Loan or
Eurodollar Loan that is a Revolving Loan, the applicable rate per annum set
forth below under the caption "Revolving Loan ABR Spread" or "Revolving Loan
Eurodollar Spread", as applicable, in each case based upon the Leverage Ratio as
of the most recent determination date, provided that until the delivery to the
Administrative Agent, pursuant to Section 5.01, of the Borrower's consolidated
financial information for the Borrower's first two full fiscal quarters ending
after the Effective Date, the "Applicable Rate" for purposes of clause (b) above
shall be the applicable rate per annum set forth below in Category 1:

================================================================================
                                        Revolving Loan         Revolving Loan
            Leverage Ratio:               ABR Spread          Eurodollar Spread
--------------------------------------------------------------------------------
            Category 1
            ----------
      Equal to or greater                  2.00%                      3.00%
       than 3.75 to 1.00
--------------------------------------------------------------------------------
            Category 2
Less than 3.75 to 1.00 but equal           1.75%                      2.75%
to or greater than 3.25 to 1.00
================================================================================





                                                                               5

================================================================================
                                        Revolving Loan         Revolving Loan
            Leverage Ratio:               ABR Spread          Eurodollar Spread
--------------------------------------------------------------------------------
            Category 3
            ----------                     1.50%                      2.50%
      Less than 3.25 to 1.00
================================================================================

         For purposes of the foregoing, (a) the Leverage Ratio shall be
determined as of the end of each fiscal quarter of the Borrower based upon the
Borrower's consolidated financial statements delivered pursuant to Section
5.01(a) or (b) and (b) each change in the Applicable Rate resulting from a
change in the Leverage Ratio shall be effective during the period commencing on
and including the date of delivery to the Administrative Agent of such
consolidated financial statements indicating such change and ending on the date
immediately preceding the effective date of the next such change, provided that
the Leverage Ratio shall be deemed to be in Category 1 (A) at any time that an
Event of Default described in paragraph (a), (b), (h), (i) or (j) of Section
7.01 has occurred and is continuing or (B) at the option of the Administrative
Agent or at the request of the Required Lenders if the Borrower fails to deliver
the consolidated financial statements required to be delivered by it pursuant to
Section 5.01(a) or (b), during the period from the expiration of the time for
delivery thereof until such consolidated financial statements are delivered.

         "Approved Fund" has the meaning assigned to such term in Section 9.04.

         "Assignment and Assumption" means an assignment and assumption entered
into by a Lender and an assignee (with the consent of any party whose consent is
required by Section 9.04), and accepted by the Administrative Agent, in the form
of Exhibit A or any other form approved by the Administrative Agent.

         "Asset Disposition" means any disposition of assets of the Borrower or
any Subsidiary outside the ordinary course of business that is permitted under
Section 6.05.

         "Available Basket Amount" means, at any time, an amount equal to (a)
the aggregate amount of Net Proceeds received by the Borrower and the
Subsidiaries in respect of the Beck/Arnley Disposition, minus (b) any amount of
such Net Proceeds used after the Effective Date and prior to such time to make
investments pursuant to Section 6.04(a), Section 6.04(p) and/or Section 6.04(q),
minus (c) the aggregate amount of Capital Expenditures made from such Net
Proceeds after the Effective Date and prior to such time pursuant to Sections
6.14(d) and/or 6.14(e), minus (d) the aggregate amount of Restricted Payments
made from such Net Proceeds after the Effective Date and prior to such time
pursuant to Section 6.08(a)(vi).

         "Beck/Arnley Contribution" has the meaning set forth in the preamble to
this Agreement.





                                                                               6


         "Beck/Arnley Disposition" means the sale, transfer or disposition
(including by way of merger, consolidation, sale of capital stock or sale of
assets) of all or substantially all of the operations of Beck/Arnley Worldparts
Corp.

         "Board" means the Board of Governors of the Federal Reserve System of
the United States of America.

         "Borrower" means Affinia Group Inc., a Delaware corporation.

         "Borrowing" means (a) Loans of the same Class and Type, made, converted
or continued on the same date and, in the case of Eurodollar Loans, as to which
a single Interest Period is in effect, or (b) a Swingline Loan.

         "Borrowing Request" means a request by the Borrower for a Borrowing in
accordance with Section 2.03, provided that a written Borrowing Request shall be
substantially in the form of Exhibit E-1, or such other form as shall be
approved by the Administrative Agent.

         "Business" has the meaning set forth in the preamble to this Agreement.

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

         "Capital Expenditures" means, for any period, (a) the additions to
property, plant and equipment and other capital expenditures of the Borrower and
the Subsidiaries that are (or would be) set forth in a consolidated statement of
cash flows of the Borrower for such period prepared in accordance with GAAP and
(b) Capital Lease Obligations incurred by the Borrower and the Subsidiaries
during such period, provided that Capital Expenditures shall not include (i)
expenditures that constitute the consideration paid in respect of any Permitted
Acquisition, (ii) expenditures to the extent they are made with the Net Proceeds
from the issuance of Equity Interests of Holdings, (iii) expenditures to the
extent they are made with the Net Proceeds of a Prepayment Event described in
clause (a) or (b) of the definition of the term "Prepayment Event", so long as
such Net Proceeds are reinvested in the business of the Borrower and the
Subsidiaries pursuant to the requirements of the proviso contained in Section
2.11(c), (iv) the purchase price of equipment to the extent the consideration
therefor consists of any combination of (A) used or surplus equipment traded in
at the time of such purchase and (B) the Net Proceeds of a substantially
concurrent sale of used or surplus equipment, in each case in the ordinary
course of business, (v) interest capitalized during such period, (vi)
expenditures that are accounted for as capital expenditures of the Borrower and
the Subsidiaries and that actually are paid for by a third party (excluding
Intermediate Holdings or any subsidiary thereof) and for which neither
Intermediate Holdings nor any subsidiary thereof has provided or is required to
provide or incur, directly or indirectly, any consideration or obligation to
such third party or any other Person (whether before,







                                                                               7


during or after such period) and (vii) the book value of any asset owned by the
Borrower or any Subsidiary prior to or during such period to the extent that
such book value is included as a capital expenditure during such period as a
result of the Borrower or such Subsidiary reusing or beginning to reuse such
asset during such period without a corresponding expenditure actually having
been made in such period, provided that (A) any expenditure necessary in order
to permit such asset to be reused shall be included as a Capital Expenditure
during the period that such expenditure actually is made and (B) such book value
shall have been included in Capital Expenditures when such asset was originally
acquired if such asset was originally acquired on or after January 1, 2004.

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

         "Cash Balance Payment" has the meaning set forth in the preamble to
this Agreement.

         "Cash Purchase Price" has the meaning set forth in the preamble to this
Agreement.

         "Change in Control" means (a) the acquisition of ownership, directly or
indirectly, beneficially or of record, by any Person other than Holdings of any
Equity Interests in Intermediate Holdings, (b) the acquisition of ownership,
directly or indirectly, beneficially or of record, by any Person other than
Intermediate Holdings of any Equity Interests in the Borrower, (c) prior to an
IPO, the failure by the Permitted Holders to own, directly or indirectly,
beneficially and of record, Equity Interests in Holdings representing at least a
majority of the aggregate ordinary voting power represented by the issued and
outstanding Equity Interests in Holdings, (d) after an IPO, (i) the failure by
the Permitted Holders to own, directly or indirectly, beneficially and of
record, Equity Interests in Holdings representing at least 35% of the aggregate
ordinary voting power represented by the issued and outstanding Equity Interests
in Holdings or (ii) the acquisition of ownership, directly or indirectly,
beneficially or of record, by any Person or group (within the meaning of the
Exchange Act as in effect on the date hereof) other than the Permitted Holders
of Equity Interests in Holdings representing more than 35% of the aggregate
ordinary voting power represented by the issued and outstanding Equity Interests
in Holdings, provided that, in the case of this clause (ii), the Permitted
Holders own directly or indirectly, beneficially or of record, a smaller
percentage of such aggregate ordinary voting power, (e) occupation of a majority
of the seats (other than vacant seats) on the board of directors of Holdings by
Persons who were neither (i) nominated by the board of directors of Holdings,
(ii) appointed by directors so nominated or (iii) nominated or appointed by the
Permitted Holders, (f) the acquisition of direct or indirect Control of Holdings
by any Person or group other than the Permitted Holders or (g) the occurrence of
a "Change of Control", as defined in any of the Senior






                                                                               8



Subordinated Notes Documents or Additional Senior Subordinated Notes Documents
or the terms of the Sponsor Preferred Stock or the Holdings PIK Note.

         "Change in Law" means (a) the adoption of any law, rule or regulation
after the date of this Agreement, (b) any change in any law, rule or regulation
or in the interpretation or application thereof by any Governmental Authority
after the date of this Agreement or (c) compliance by any Lender or the Issuing
Bank (or, for purposes of Section 2.15(b), by any lending office of such Lender
or by such Lender's or the Issuing Bank's holding company, if any) with any
request, guideline or directive (whether or not having the force of law) of any
Governmental Authority made or issued after the date of this Agreement.

         "Class", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans,
Tranche B Term Loans or Swingline Loans and, when used in reference to any
Commitment, refers to whether such Commitment is a Revolving Commitment or a
Tranche B Commitment.

         "CLO" has the meaning assigned to such term in Section 9.04.

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

         "Co-Documentation Agent" means Deutsche Bank AG, Cayman Islands Branch
and UBS Securities LLC, in their capacities as co-documentation agents
hereunder.

         "Collateral" means any and all "Collateral", as defined in any
applicable Security Document.

         "Collateral Agent" means JPMorgan Chase Bank, N.A., in its capacity as
collateral agent for the Lenders under this Agreement and any Security Document.

         "Collateral Agreement" means the Guarantee and Collateral Agreement
among Intermediate Holdings, the Borrower, the Subsidiary Loan Parties and the
Collateral Agent, substantially in the form of Exhibit C.

         "Collateral and Guarantee Requirement" means the requirement that:

                  (a) the Collateral Agent shall have received from each Loan
         Party (i) a counterpart of the Collateral Agreement duly executed and
         delivered on behalf of such Loan Party and (ii) a counterpart of a
         Foreign Pledge Agreement relating to the Equity Interests of the
         Foreign Subsidiaries identified on Schedule 1.01(c) duly executed and
         delivered on behalf of such Loan Party;

                  (b) in the case of any Person that becomes a Loan Party after
         the Effective Date, the Collateral Agent shall have received from such
         Loan Party (i) a supplement to the Collateral Agreement, in the form
         specified therein, duly







                                                                               9


         executed and delivered on behalf of such Loan Party, and (ii) if such
         Loan Party owns Equity Interests of a material Foreign Subsidiary that,
         as a result of the laws of the jurisdiction of organization of such
         Foreign Subsidiary, cannot be pledged to the Collateral Agent under the
         Collateral Agreement, at the reasonable request of the Collateral
         Agent, a counterpart of a Foreign Pledge Agreement with respect to such
         Equity Interests duly executed and delivered on behalf of such Loan
         Party (it being understood that such Loan Party shall not be required
         to pledge more than 65% of the outstanding voting Equity Interests of
         any Foreign Subsidiary);

                  (c) all outstanding Equity Interests of (i) the Borrower and
         (ii) each Subsidiary owned directly by or on behalf of any Loan Party
         (including the Equity Interests of any SPE Subsidiary) shall have been
         pledged pursuant to the Collateral Agreement or a Foreign Pledge
         Agreement, as applicable (except that the Loan Parties shall not be
         required to pledge more than 65% of the outstanding voting Equity
         Interests of any Foreign Subsidiary), and the Collateral Agent shall
         have received certificates or other instruments representing all such
         Equity Interests, together with undated stock powers or other
         instruments of transfer with respect thereto endorsed in blank
         (provided that certificates representing the Equity Interests of the
         Foreign Subsidiaries listed on Schedule 1.01(e) may be delivered to the
         Collateral Agent not later than the date specified for delivery thereof
         on such schedule);

                  (d) all Indebtedness of Holdings, Intermediate Holdings, the
         Borrower and each Subsidiary that is owing to any Loan Party shall be
         evidenced by a promissory note and shall have been pledged pursuant to
         the Collateral Agreement, and the Collateral Agent shall have received
         all such promissory notes, together with undated instruments of
         transfer with respect thereto endorsed in blank;

                  (e) all documents and instruments, including Uniform
         Commercial Code financing statements, required by law or reasonably
         requested by the Collateral Agent to be filed, registered or recorded
         to create the Liens intended to be created by the Collateral Agreement
         and perfect such Liens to the extent required by, and with the priority
         required by, the Collateral Agreement, shall have been filed,
         registered or recorded or delivered to the Collateral Agent for filing,
         registration or recording;

                  (f) the Collateral Agent shall have received (i) counterparts
         of a Mortgage with respect to each Mortgaged Property duly executed and
         delivered by the record owner of such Mortgaged Property, (ii) a policy
         or policies of title insurance (or a marked-up and executed binding
         commitment in respect thereof, provided that such policy or policies
         are delivered to the Collateral Agent as soon as reasonably practicable
         after receipt of such commitment) issued by a nationally recognized
         title insurance company insuring the Lien of each such Mortgage as a
         valid first-priority Lien on the Mortgaged Property described therein,
         free of any other Liens except as expressly permitted by Section 6.02,
         together with such endorsements, coinsurance and reinsurance as the
         Collateral Agent may





                                                                              10


         reasonably request, and (iii) such surveys, abstracts, appraisals,
         legal opinions and other documents as the Collateral Agent may
         reasonably request with respect to any such Mortgage or Mortgaged
         Property; and

                  (g) each Loan Party shall have used reasonable best efforts to
         obtain all material consents and approvals required to be obtained by
         it in connection with the execution and delivery of all Security
         Documents to which it is a party, the performance of its obligations
         thereunder and the granting by it of the Liens thereunder;

provided that the foregoing definition shall not require the creation or
perfection of pledges of or security interests in, or the obtaining of title
insurance or legal opinions with respect to, particular assets of the Loan
Parties if and for so long as, the Administrative Agent, in consultation with
the Borrower, reasonably determines that the cost of creating or perfecting such
pledges or security interests in such assets (taking into account any adverse
tax consequences to the Borrower and its Affiliates (including the imposition of
withholding or other material taxes on Lenders)) shall be excessive in view of
the benefits to be obtained by the Lenders therefrom. The Administrative Agent
may grant extensions of time for the perfection of security interests in or the
obtaining of title insurance or legal opinions with respect to particular assets
where it determines that perfection cannot be accomplished without undue effort
or expense by the time or times at which it would otherwise be required by this
Agreement or the Security Documents.

         "Commitment" means a Revolving Commitment, a Tranche B Commitment, any
Commitment in respect of an Incremental Extension of Credit or any combination
thereof (as the context requires).

         "Consolidated Cash Interest Expense" means, for any period, the excess
of (a) the sum of (i) the interest expense (including imputed interest expense
in respect of Capital Lease Obligations) of the Borrower and the Subsidiaries
for such period, determined on a consolidated basis in accordance with GAAP,
(ii) any interest accrued during such period in respect of Indebtedness of the
Borrower or any Subsidiary that is required to be capitalized rather than
included in such consolidated interest expense for such period in accordance
with GAAP, (iii) any cash payments made during such period in respect of
obligations referred to in clause (b)(iii) below that were amortized or accrued
in a previous period and (iv) to the extent not otherwise included in
consolidated interest expense for such period, commissions, discounts, yield and
other fees, charges and amounts incurred in connection with Permitted
Securitizations during such period that are payable to any person other than a
Loan Party and that are comparable to or in the nature of interest under any
Permitted Securitization, including losses on the sale of assets relating to any
receivables securitization transaction accounted for as a "true sale" (other
than any one-time financing fees paid upon entering into any Permitted
Securitization), minus (b) the sum of (i) interest income (to the extent paid or
payable in cash) of the Borrower and the Subsidiaries for such period,
determined on a consolidated basis in accordance with GAAP, in an aggregate
amount not to exceed $4,000,000 during any period of four consecutive fiscal
quarters, (ii) to the extent included in such consolidated interest expense for
such period, non-cash amounts attributable to





                                                                              11


amortization of financing costs paid in a previous period and (iii) to the
extent included in such consolidated interest expense for such period, non-cash
amounts attributable to amortization of debt discounts or accrued interest
payable in kind for such period. Consolidated Cash Interest Expense shall be
deemed to be $11,600,000 for each of the fiscal quarters ended March 31, 2004,
June 30, 2004 and September 30, 2004. Consolidated Cash Interest Expense for the
fiscal quarter ending December 31, 2004 shall be equal to the product of (a) the
quotient of (i) Consolidated Cash Interest Expense attributable to the period
from and including the Effective Date to and including December 31, 2004 (the
"Adjustment Period") divided by (ii) the number of calendar days in the
Adjustment Period multiplied by (b) the number of calendar days in the fiscal
quarter ending December 31, 2004.

         "Consolidated EBITDA" means, for any period, Consolidated Net Income
for such period plus (a) without duplication and to the extent deducted in
determining such Consolidated Net Income for such period, the sum of (i)
consolidated interest expense of the Borrower and the Subsidiaries for such
period (including, to the extent not otherwise included in consolidated interest
expense for such period, commissions, discounts, yield and other fees and
charges incurred during such period in connection with Permitted Securitizations
that are payable to any person other than a Loan Party, and any other amounts
for such period comparable to or in the nature of interest under any Permitted
Securitization, including losses on the sale of assets relating to any
receivables securitization transaction accounted for as a "true sale"), (ii)
consolidated income tax expense of the Borrower and the Subsidiaries for such
period (including any income tax expense of Holdings or Intermediate Holdings
for such period to the extent the Borrower has made payment to or for the
account of Holdings or Intermediate Holdings in respect thereof), (iii) all
amounts attributable to depreciation and amortization expense of the Borrower
and the Subsidiaries for such period, (iv) any non-cash charges, losses or
expenses of the Borrower and the Subsidiaries for such period (but excluding any
non-cash charge, loss or expense in respect of an item that was included in
Consolidated Net Income in a prior period and any non-cash charge, loss or
expense that relates to the write-down or write-off of inventory, other than any
write-down or write-off of inventory as a result of purchase accounting
adjustments in respect of the Acquisition or any Permitted Acquisition), (v) any
non-recurring fees, cash charges and other cash expenses (excluding any
Restructuring Charges) made or incurred by the Borrower and the Subsidiaries in
connection with the Transactions that are paid or otherwise accounted for within
90 days of the Effective Date in an aggregate amount not to exceed $55,000,000,
(vi) any Specified Charges of the Borrower and the Subsidiaries for such period,
(vii) any Non-Specified Restructuring Charges of the Borrower and the
Subsidiaries for such period, provided that the aggregate amount of
Non-Specified Restructuring Charges in any period, together with the aggregate
amount of Non-Regulation S-X Adjustments attributable to such period, shall not
exceed 7.5% of Consolidated EBITDA for such period, (viii) any non-recurring
fees, expenses or charges made or incurred by the Borrower and the Subsidiaries
during such period in respect of professional or financial advisory, investment
banking, financing, underwriting, placement agent or other similar services
(including fees and expenses in respect of legal counsel, consultants and
accountants) to the extent related to any equity offering, investment,
acquisition, divestiture or recapitalization permitted hereunder or any issuance
of Indebtedness






                                                                              12


permitted to be incurred hereunder (whether or not successful), (ix) any
extraordinary charges or losses of the Borrower and the Subsidiaries for such
period, (x) any losses of the Borrower and the Subsidiaries for such period in
respect of the disposal of any discontinued operations during such period and
(xi) any losses of the Borrower and the Subsidiaries for such period in respect
of business dispositions or asset dispositions outside the ordinary course of
business (as determined in good faith by the Borrower) during such period, minus
(b) without duplication and to the extent included in determining such
Consolidated Net Income, (i) any cash payments made during such period in
respect of non-cash charges described in clause (a)(iv) taken in a prior period,
(ii) any extraordinary gains and any non-cash items of income for such period,
(iii) any gains for such period in respect of the disposal of any discontinued
operations during such period and (iv) any gains for such period in respect of
business dispositions or asset dispositions outside the ordinary course of
business (as determined in good faith by the Borrower) during such period, all
determined on a consolidated basis in accordance with GAAP. Consolidated EBITDA
shall be deemed to be $36,600,000, $47,200,000 and $54,800,000 for the fiscal
quarters ended March 31, 2004, June 30, 2004 and September 30, 2004,
respectively.

         "Consolidated Net Income" means, for any period, the net income or loss
of the Borrower and the Subsidiaries for such period determined on a
consolidated basis in accordance with GAAP (adjusted to reflect any charge, tax
or expense incurred or accrued by Holdings or Intermediate Holdings during such
period as though such charge, tax or expense had been incurred by the Borrower,
to the extent that the Borrower has made or is permitted under the Loan
Documents to make any payment to or for the account of Holdings or Intermediate
Holdings, as applicable, in respect thereof), provided that (a) there shall be
excluded from Consolidated Net Income (i) the income of any Subsidiary to the
extent that the declaration or payment of dividends or other distributions by
such Subsidiary of that income is not at the time permitted by a Requirement of
Law or any agreement or instrument applicable to such Subsidiary, except to the
extent of the amount of cash dividends or other cash distributions actually paid
to the Borrower or any Subsidiary during such period (unless the income of the
Subsidiary receiving such dividend or distribution would be excluded from
Consolidated Net Income pursuant to this proviso) and (ii) the income or loss of
any Person accrued prior to the date it becomes a Subsidiary or is merged into
or consolidated with the Borrower or any Subsidiary or the date that such
Person's assets are acquired by the Borrower or any Subsidiary and (b) there
shall be included in Consolidated Net Income the income of Beck/Arnley
Worldparts Corp. or any Permitted Joint Venture to the extent of the amount of
cash dividends or other cash distributions actually paid by Beck/Arnley
Worldparts Corp. or such Permitted Joint Venture, as applicable, to the Borrower
or any Subsidiary during such period (unless the income of the Subsidiary
receiving such dividend or distribution would be excluded from Consolidated Net
Income pursuant to clause (a) above).

         "Control" means the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of a Person, whether
through the ability to exercise voting power, by contract or otherwise.
"Controlling" and "Controlled" have meanings correlative thereto.





                                                                              13


         "Controlled Joint Venture" means any Existing Joint Venture that is a
subsidiary of the Borrower or any other Subsidiary on the Effective Date.

         "Co-Syndication Agents" means Goldman Sachs Credit Partners L.P. and
Credit Suisse First Boston, in their capacities as co-syndication agents
hereunder.

         "Current Asset Payments" has the meaning set forth in the preamble to
this Agreement.

         "Default" means any event or condition that constitutes an Event of
Default or which upon notice, lapse of time or both would, unless cured or
waived, become an Event of Default.

         "Disclosed Matters" means the actions, suits and proceedings and the
environmental matters disclosed in Schedule 3.06.

         "Discontinuation" means any discontinuation of any of the operations of
the Business or any Subsidiary.

         "dollars" or "$" refers to lawful money of the United States of
America.

         "Domestic Permitted Acquisition" means any Permitted Acquisition
pursuant to which (a) any acquired or newly formed Subsidiary is a Domestic
Subsidiary or (b) the assets that are the subject of such Permitted Acquisition
are acquired by a Domestic Subsidiary and are located in the United States of
America.

         "Domestic Subsidiary" means any Subsidiary incorporated or organized
under the laws of the United States of America, any State thereof or the
District of Columbia.

         "Effective Date" means the date on which the conditions specified in
Section 4.01 are satisfied (or waived in accordance with Section 9.02).

         "Effective Date Receivables Securitization" has the meaning set forth
in the preamble to this Agreement.

         "Effective Date Receivables Securitization Documents" means (a) the
Receivables Sale Agreement dated as November 30, 2004, among the Borrower, the
originators identified therein and Affinia Receivables, (b) the Receivables
Purchase Agreement dated as of November 30, 2004, among Affinia Receivables, the
Borrower, the financial institutions identified therein, Park Avenue Receivables
Company LLC, as conduit, and JPMorgan Chase Bank, N.A., as agent, and (c) and
all other instruments, agreements and other documents governing or relating to
the Effective Date Receivables Securitization.

         "Environmental Laws" means all applicable federal, state, local and
foreign laws (including common law), treaties, regulations, rules, directives,
orders, injunctions, decrees, notices or legally binding agreements, in each
case issued,





                                                                              14


promulgated or entered into by any Governmental Authority relating to protection
of the environment, natural resources, human health and safety (as relating to
Hazardous Materials, the environment or occupational health and safety), or the
presence of, Release of, or exposure to, Hazardous Materials.

         "Environmental Liability" means liabilities, obligations, damages,
claims, actions, suits, judgments, orders, fines, penalties, fees, expenses and
costs (including administrative oversight costs, natural resource damages and
medical monitoring, investigation or remediation costs), whether contingent or
otherwise, arising out of or relating to (a) compliance or noncompliance with
any Environmental Law, (b) the presence, generation, use, handling,
transportation, storage, treatment or disposal of any Hazardous Materials, (c)
exposure to any Hazardous Materials, (d) the Release or threatened Release of
any Hazardous Materials or (e) any contract, agreement or other consensual
arrangement pursuant to which liability is assumed or imposed with respect to
any of the foregoing.

         "Equity Contribution" has the meaning set forth in the preamble to this
Agreement.

         "Equity Interests" means shares of capital stock, partnership
interests, membership interests in a limited liability company, beneficial
interests in a trust or other equity ownership interests in a Person, and any
warrants, options or other rights entitling the holder thereof to purchase or
acquire any such equity interest from the issuer thereof.

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

         "ERISA Affiliate" means any trade or business (whether or not
incorporated) that, together with the Borrower, is treated as a single employer
under Section 414 of the Code.

         "ERISA Event" means (a) any "reportable event", as defined in Section
4043 of ERISA or the regulations issued thereunder, with respect to a Plan
(other than reportable events with respect to which the 30-day notice period has
been waived), (b) the existence with respect to any Plan of an "accumulated
funding deficiency" (as defined in Section 412 of the Code or Section 302 of
ERISA), whether or not waived, (c) the filing pursuant to Section 412(d) of the
Code or Section 303(d) of ERISA of an application for a waiver of the minimum
funding standard with respect to any Plan, (d) the incurrence by the Borrower or
any of its ERISA Affiliates of any liability under Title IV of ERISA with
respect to the termination of any Plan, (e) the receipt by the Borrower or any
ERISA Affiliate from the PBGC or a plan administrator of any notice relating to
an intention to terminate any Plan or Plans or to appoint a trustee to
administer any Plan, (f) the incurrence by the Borrower or any of its ERISA
Affiliates of any liability with respect to the withdrawal or partial withdrawal
from any Plan or Multiemployer Plan or (g) the receipt by the Borrower or any
ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the
Borrower or any ERISA Affiliate of any notice, concerning the imposition of
Withdrawal Liability or a



                                                                              15



determination that a Multiemployer Plan is, or is expected to be, insolvent or
in reorganization, within the meaning of Title IV of ERISA.

         "Eurodollar", when used in reference to any Loan or Borrowing, refers
to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Adjusted LIBO Rate.

         "Event of Default" has the meaning assigned to such term in Section
7.01.

         "Excess Cash Flow" means, for any fiscal year, the sum (without
duplication) of:

                  (a) Consolidated Net Income for such fiscal year, adjusted to
         exclude any gains or losses attributable to Prepayment Events; plus

                  (b) depreciation, amortization and other non-cash charges or
         losses (including deferred income taxes) deducted in determining such
         Consolidated Net Income for such fiscal year; plus

                  (c) the sum of (i) the amount, if any, by which Net Working
         Capital decreased during such fiscal year (except as a result of
         reclassification of items from short-term to long-term) plus (ii) the
         net amount, if any, by which the consolidated deferred revenues and
         other consolidated accrued long-term liability accounts (excluding
         Long-Term Indebtedness) of the Borrower and its consolidated
         Subsidiaries increased during such fiscal year plus (iii) the net
         amount, if any, by which the consolidated accrued long-term asset
         accounts of the Borrower and its consolidated Subsidiaries decreased
         during such fiscal year; minus

                  (d) the sum of (i) any non-cash gains included in determining
         Consolidated Net Income for such fiscal year plus (ii) the amount, if
         any, by which Net Working Capital increased during such fiscal year
         (except as a result of reclassification of items from long-term to
         short-term) plus (iii) the net amount, if any, by which the
         consolidated deferred revenues and other consolidated accrued long-term
         liability accounts of the Borrower and its consolidated Subsidiaries
         decreased during such fiscal year plus (iv) the net amount, if any, by
         which the consolidated accrued long-term asset accounts of the Borrower
         and its consolidated Subsidiaries increased during such fiscal year;
         minus

                  (e) the sum of (i) Capital Expenditures for such fiscal year
         (except to the extent (A) attributable to the incurrence of Capital
         Lease Obligations, (B) financed by incurring Long-Term Indebtedness or
         (C) financed with all or any portion of the Available Basket Amount)
         plus (ii) cash consideration paid during such fiscal year to make
         Permitted Acquisitions or other capital investments or investments or
         expenditures pursuant to Section 6.04(p) or 6.04(q) (except to the
         extent financed (A) by incurring Long-Term Indebtedness, (B) with
         Equity Interests of Holdings or with the Net Proceeds of substantially
         concurrent equity contributions to, or sales or issuances of Equity
         Interests of, Holdings), (C) with





                                                                              16


         Retained Excess Cash Flow in respect of the immediately preceding
         fiscal year or (D) with all or any portion of the Available Basket
         Amount); minus

                  (f) the aggregate principal amount of Long-Term Indebtedness
         repaid or prepaid by the Borrower and its consolidated Subsidiaries
         during such fiscal year, excluding (i) Indebtedness in respect of
         Revolving Loans, Swingline Loans and Letters of Credit (unless there is
         a corresponding reduction in the aggregate Revolving Commitments), (ii)
         Tranche B Term Loans prepaid pursuant to Section 2.11(c) or (d) and
         (iii) repayments or prepayments of Long-Term Indebtedness financed by
         incurring other Long-Term Indebtedness; minus

                  (g) the aggregate amount of Restricted Payments made during
         such fiscal year pursuant to clause (iii) of Section 6.08(a); minus

                  (h) amounts paid in cash during such fiscal year in respect of
         (x) items that were accounted for as non-cash reductions of net income
         in determining Consolidated Net Income in a prior fiscal year and (y)
         reserves or accruals established in purchase accounting.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the SEC thereunder.

         "Excluded Taxes" means, with respect to the Administrative Agent, any
Lender, the Issuing Bank or any other recipient of any payment to be made by or
on account of any obligation of the Borrower hereunder, (a) income or franchise
taxes imposed on (or measured by) its net income by the United States of
America, or by the jurisdiction under the laws of which such recipient is
organized or in which its principal office is located or, in the case of any
Lender, in which its applicable lending office is located, (b) any branch
profits taxes imposed by the United States of America or any similar tax imposed
by any other jurisdiction described in clause (a) above, (c) in the case of a
Foreign Lender (other than an assignee pursuant to a request by the Borrower
under Section 2.19(b)), any withholding tax that is in effect and would apply to
amounts payable to such Foreign Lender at the time such Foreign Lender becomes a
party to this Agreement (or designates a new lending office), except to the
extent that such Foreign Lender (or its assignor, if any) was entitled, at the
time of designation of a new lending office (or assignment), to receive
additional amounts from the Borrower with respect to any withholding tax
pursuant to Section 2.17(a) and (d) any withholding tax that is attributable to
a Foreign Lender's failure to comply with Section 2.17(e).

         "Existing Joint Ventures" means joint ventures in respect of which the
Borrower or any Subsidiary holds an Equity Interest on the Effective Date, as
set forth on Schedule 1.01(a).

         "Federal Funds Effective Rate" means, for any day, the weighted average
(rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers, as published on the next succeeding Business
Day by the Federal






                                                                              17


Reserve Bank of New York, or, if such rate is not so published for any day that
is a Business Day, the average (rounded upwards, if necessary, to the next 1/100
of 1%) of the quotations for such day for such transactions received by the
Administrative Agent from three Federal funds brokers of recognized standing
selected by it.

         "Financial Officer" means the chief financial officer, principal
accounting officer, treasurer or controller of the Borrower.

         "Financial Ratio" means the Interest Coverage Ratio, the Leverage Ratio
or the Senior Leverage Ratio.

         "Foreign Lender" means any Lender that is organized under the laws of a
jurisdiction other than that in which the Borrower is located. For purposes of
this definition, the United States of America, each State thereof and the
District of Columbia shall be deemed to constitute a single jurisdiction.

         "Foreign Permitted Acquisition" means any Permitted Acquisition that is
not a Domestic Permitted Acquisition.

         "Foreign Pledge Agreement" means a pledge agreement (other than the
Collateral Agreement) with respect to the Equity Interests of a Foreign
Subsidiary owned by a Loan Party, in form and substance (including with respect
to governing law) reasonably satisfactory to the Collateral Agent.

         "Foreign Subsidiary" means any Subsidiary that is not a Domestic
Subsidiary.

         "Funded Debt" means, as of any date, the sum of (i) the aggregate
principal amount of Tranche B Term Loans outstanding on such date and (ii) the
aggregate principal amount of the Senior Subordinated Notes and Additional
Senior Subordinated Notes outstanding on such date.

         "GAAP" means generally accepted accounting principles in the United
States of America, as in effect from time to time.

         "Governmental Authority" means the government of the United States of
America, any other nation or any political subdivision thereof, whether state or
local, and any agency, authority, instrumentality, regulatory body, court,
central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to
government.

         "Guarantee" of or by any Person (the "guarantor") means any obligation,
contingent or otherwise, of the guarantor guaranteeing or having the economic
effect of guaranteeing any Indebtedness or other obligation of any other Person
(the "primary obligor") in any manner, whether directly or indirectly, and
including any obligation of the guarantor, direct or indirect, (a) to purchase
or pay (or advance or supply funds for the purchase or payment of) such
Indebtedness or other obligation or to purchase (or to advance or supply funds
for the purchase of) any security for the payment thereof, (b) to






                                                                              18


purchase or lease property, securities or services for the purpose of assuring
the owner of such Indebtedness or other obligation of the payment thereof
(including pursuant to any synthetic lease financing), (c) to maintain working
capital, equity capital or any other financial statement condition or liquidity
of the primary obligor so as to enable the primary obligor to pay such
Indebtedness or other obligation or (d) as an account party or applicant in
respect of any letter of credit or letter of guaranty issued to support such
Indebtedness or obligation, provided that the term Guarantee shall not include
endorsements for collection or deposit in the ordinary course of business. The
amount of any Guarantee shall be deemed to be the lower of (a) an amount equal
to the stated or determinable amount of the primary obligation in respect of
which such Guarantee is made and (b) the maximum amount for which such
guaranteeing Person may be liable pursuant to the terms of the instrument
embodying such Guarantee (without giving effect to any rights of
indemnification, contribution or subrogation), unless such primary obligation
and the maximum amount for which such guaranteeing Person may be liable are not
stated or determinable, in which case the amount of such Guarantee shall be such
guaranteeing Person's maximum reasonably anticipated liability in respect
thereof as determined by such Person in good faith.

         "Hazardous Materials" means (i) all petroleum products or byproducts
and all other petroleum hydrocarbons, coal ash, radon gas, asbestos or
asbestos-containing materials, urea formaldehyde foam insulation,
polychlorinated biphenyls, chlorofluorocarbons and all other ozone-depleting
substances and (ii) all chemicals, materials, substances or wastes that are
prohibited, limited or regulated by or pursuant to any Environmental Law.

         "Holdings" means Affinia Group Holdings Inc., a Delaware corporation.

         "Holdings PIK Note" has the meaning set forth in the preamble to this
Agreement.

         "Incremental Extensions of Credit" has the meaning set forth in Section
2.20.

         "Incremental Facility Amendment" has the meaning set forth in Section
2.20.

         "Incremental Facility Closing Date" has the meaning set forth in
Section 2.20.

         "Indebtedness" of any Person means, without duplication, (a) all
obligations of such Person for borrowed money or with respect to deposits or
advances of any kind, (b) all obligations of such Person evidenced by bonds,
debentures, notes or similar instruments, (c) all obligations of such Person
upon which interest charges are customarily paid, (d) all obligations of such
Person under conditional sale or other title retention agreements relating to
property acquired by such Person, (e) all obligations of such Person in respect
of the deferred purchase price of property or services (excluding trade accounts
payable and accrued obligations incurred in the ordinary course of






                                                                              19


business), (f) all obligations of others secured by (or for which the holder of
such obligations has an existing right, contingent or otherwise, to be secured
by) any Lien on property owned or acquired by such Person, whether or not the
obligations secured thereby have been assumed, (g) all Guarantees by such Person
of the obligations of others (to the extent such obligations would constitute
"Indebtedness" pursuant to the other clauses of this definition), (h) all
Capital Lease Obligations of such Person, (i) all obligations, contingent or
otherwise, of such Person as an account party or applicant in respect of letters
of credit and letters of guaranty, (j) the amount of any Permitted
Securitizations of such Person and (k) all obligations, contingent or otherwise,
of such Person in respect of bankers' acceptances. The Indebtedness of any
Person shall include the Indebtedness of any other entity (including any
partnership in which such Person is a general partner) to the extent such Person
is liable therefor as a result of such Person's ownership interest in or other
relationship with such entity, except to the extent the terms of such
Indebtedness provide that such Person is not liable therefor. Notwithstanding
the foregoing, in connection with any Permitted Acquisition, the term
"Indebtedness" shall not include post-closing payment adjustments or earn-outs
to which the seller in such Permitted Acquisition may become entitled.

         "Indemnified Taxes" means Taxes other than Excluded Taxes.

         "Information Memorandum" means the Confidential Information Memorandum
dated November 2004, relating to Holdings, Intermediate Holdings, the Borrower
and the Transactions.

         "Initial Investors" has the meaning set forth in the preamble to this
Agreement.

         "Interest Coverage Ratio" has the meaning set forth in Section 6.12.

         "Interest Election Request" means a request by the Borrower to convert
or continue a Revolving Borrowing or a Tranche B Term Borrowing in accordance
with Section 2.07, provided that a written Interest Election Request shall be
substantially in the form of Exhibit F, or such other form as shall be approved
by the Administrative Agent.

         "Interest Payment Date" means (a) with respect to any ABR Loan
(including a Swingline Loan), the last day of each March, June, September and
December and (b) with respect to any Eurodollar Loan, the last day of the
Interest Period applicable to the Borrowing of which such Loan is a part and, in
the case of a Eurodollar Borrowing with an Interest Period of more than three
months' duration, each day prior to the last day of such Interest Period that
occurs at intervals of three months' duration after the first day of such
Interest Period.

         "Interest Period" means, with respect to any Eurodollar Borrowing, the
period commencing on the date of such Borrowing and ending on the numerically
corresponding day in the calendar month that is one, two, three or six months
thereafter (or nine or twelve months thereafter if, at the time of the relevant
Borrowing, all Lenders







                                                                              20


participating therein make an interest period of such duration available), as
the Borrower may elect, provided that (a) if any Interest Period would end on a
day other than a Business Day, such Interest Period shall be extended to the
next succeeding Business Day unless such next succeeding Business Day would fall
in the next calendar month, in which case such Interest Period shall end on the
next preceding Business Day and (b) any Interest Period that commences on the
last Business Day of a calendar month (or on a day for which there is no
numerically corresponding day in the last calendar month of such Interest
Period) shall end on the last Business Day of the last calendar month of such
Interest Period. For purposes hereof, the date of a Borrowing initially shall be
the date on which such Borrowing is made and thereafter shall be the effective
date of the most recent conversion or continuation of such Borrowing.

         "Intermediate Holdings" means Affinia Group Intermediate Holdings Inc.,
a Delaware corporation.

         "IPO" means a bona fide underwritten initial public offering of common
stock of Holdings after the Effective Date.

         "Issuing Bank" means JPMorgan Chase Bank, N.A., in its capacity as the
issuer of Letters of Credit hereunder, and its successors in such capacity as
provided in Section 2.05(i). The Issuing Bank may, in its discretion, arrange
for one or more Letters of Credit to be issued by Affiliates of the Issuing
Bank, in which case the term "Issuing Bank" shall include any such Affiliate
with respect to Letters of Credit issued by such Affiliate.

         "LC Disbursement" means a payment made by the Issuing Bank pursuant to
a Letter of Credit.

         "LC Exposure" means, at any time, the sum of (a) the aggregate undrawn
amount of all outstanding Letters of Credit at such time plus (b) the aggregate
amount of all LC Disbursements that have not yet been reimbursed by or on behalf
of the Borrower at such time. The LC Exposure of any Revolving Lender at any
time shall be its Applicable Percentage of the aggregate LC Exposure at such
time.

         "Lenders" means the Persons listed on Schedule 2.01 and any other
Person that shall have become a party hereto pursuant to an Assignment and
Assumption or an Incremental Facility Amendment, other than any such Person that
ceases to be a party hereto pursuant to an Assignment and Assumption. Unless the
context otherwise requires, the term "Lenders" includes the Swingline Lender.

         "Letter of Credit" means any letter of credit issued pursuant to this
Agreement.

         "Leverage Ratio" means, on any date, the ratio of (a) Total
Indebtedness on such date to (b) Consolidated EBITDA for the period of four
consecutive fiscal quarters of the Borrower ended on such date (or, if such date
is not the last day of a fiscal quarter, ended on the last day of the fiscal
quarter of the Borrower most recently ended prior to such date), provided that,
to the extent the Borrower or any Subsidiary makes any






                                                                              21


Permitted Acquisition, Asset Disposition or Discontinuation during the period of
four fiscal quarters of the Borrower most recently ended, the Leverage Ratio for
such period shall be calculated on a Pro Forma Basis.

         "LIBO Rate" means, with respect to any Eurodollar Borrowing for any
Interest Period, the rate appearing on Page 3750 of the Dow Jones Market Service
(or on any successor or substitute page of such Service, or any successor to or
substitute for such Service, providing rate quotations comparable to those
currently provided on such page of such Service, as determined by the
Administrative Agent from time to time for purposes of providing quotations of
interest rates applicable to dollar deposits in the London interbank market) at
approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, as the rate for dollar deposits with a
maturity comparable to such Interest Period. In the event that such rate is not
available at such time for any reason, then the "LIBO Rate" with respect to such
Eurodollar Borrowing for such Interest Period shall be the rate at which dollar
deposits in an amount approximately equal to the amount of such Eurodollar
Borrowing and for a maturity comparable to such Interest Period are offered by
the principal London office of the Administrative Agent in immediately available
funds in the London interbank market at approximately 11:00 a.m., London time,
two Business Days prior to the commencement of such Interest Period.

         "Lien" means, with respect to any asset, (a) any mortgage, deed of
trust, lien, pledge, hypothecation, encumbrance, charge or security interest in,
on or of such asset, (b) the interest of a vendor or a lessor under any
conditional sale agreement, capital lease or title retention agreement (or any
financing lease having substantially the same economic effect as any of the
foregoing) relating to such asset and (c) in the case of securities, any
purchase option, call or similar right of a third party with respect to such
securities.

         "Loan Documents" means this Agreement, the promissory notes, if any,
executed and delivered pursuant to Section 2.09(e), any Incremental Facility
Amendment, the Collateral Agreement, any Foreign Pledge Agreement and the other
Security Documents.

         "Loan Parties" means Intermediate Holdings, the Borrower and the
Subsidiary Loan Parties.

         "Loans" means the loans made by the Lenders to the Borrower pursuant to
this Agreement or an Incremental Facility Amendment.

         "Long-Term Indebtedness" means any Indebtedness that, in accordance
with GAAP, constitutes (or, when incurred, constituted) a long-term liability.

         "Material Adverse Effect" means a material adverse effect on (a) the
business, condition (financial or otherwise) or results of operations of
Intermediate Holdings, the Borrower and the Subsidiaries, taken as a whole, (b)
the ability of any Loan






                                                                              22


Party to perform any of its material obligations under any Loan Document or (c)
the rights of or benefits available to the Lenders under any Loan Document.

         "Material Indebtedness" means Indebtedness (other than the Loans and
Letters of Credit), or obligations in respect of one or more Swap Agreements, of
any one or more of Intermediate Holdings, the Borrower and the Subsidiaries in
an aggregate principal amount exceeding $17,500,000. For purposes of determining
Material Indebtedness, the "principal amount" of the obligations of the Borrower
or any Subsidiary in respect of any Swap Agreement at any time shall be the
maximum aggregate amount (giving effect to any netting agreements) that the
Borrower or such Subsidiary would be required to pay if such Swap Agreement were
terminated at such time.

         "Moody's" means Moody's Investors Service, Inc.

         "Mortgage" means a mortgage, deed of trust, assignment of leases and
rents, leasehold mortgage or other security document granting a Lien on any
Mortgaged Property to secure the Obligations. Each Mortgage shall be reasonably
satisfactory in form and substance to the Collateral Agent with such changes as
may be advisable under the law of the jurisdiction in which such Mortgage is to
be recorded.

         "Mortgaged Property" means, initially, each parcel of real property and
the improvements thereto owned by a Loan Party and identified on Schedule
1.01(b) and includes each other parcel of real property and improvements thereto
with respect to which a Mortgage is granted pursuant to Section 5.12 or 5.13.

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

         "Net Proceeds" means, with respect to any event, (a) the cash proceeds
received in respect of such event including (i) any cash received in respect of
any non-cash proceeds (including any cash payments received by way of deferred
payment of principal pursuant to a note or installment receivable or purchase
price adjustment receivable or otherwise, but excluding any interest payments),
but only as and when received, (ii) in the case of a casualty, insurance
proceeds and (iii) in the case of a condemnation or similar event, condemnation
awards and similar payments, net of (b) the sum of (i) all reasonable fees and
out-of-pocket expenses paid to third parties (other than Affiliates) in
connection with such event, (ii) in the case of a sale, transfer or other
disposition of an asset (including pursuant to a sale and leaseback transaction
or a casualty or a condemnation or similar proceeding), the amount of all
payments required to be made as a result of such event to repay Indebtedness
(other than Loans) secured by such asset or otherwise subject to mandatory
prepayment as a result of such event and (iii) the amount of all taxes paid (or
reasonably estimated to be payable) and the amount of any reserves established
to fund contingent liabilities reasonably estimated to be payable, in each case
that are directly attributable to such event (as determined reasonably and in
good faith by a Financial Officer). Notwithstanding the foregoing, for purposes
of clauses (a) and (b) of the definition of the term "Prepayment Event", no net






                                                                              23


proceeds (calculated in the manner provided in the immediately preceding
sentence) received in respect of any single transaction or series of related
transactions shall constitute "Net Proceeds" unless such net proceeds shall
exceed $2,000,000 (in which case the entire amount of net proceeds from such
transaction or series of related transactions shall constitute "Net Proceeds").

         "Net Working Capital" means, at any date, (a) the consolidated current
assets of the Borrower and the Subsidiaries as of such date (excluding cash and
Permitted Investments) minus (b) the consolidated current liabilities of the
Borrower and the Subsidiaries as of such date (excluding current liabilities in
respect of Indebtedness). Net Working Capital at any date may be a positive or
negative number. Net Working Capital increases when it becomes more positive or
less negative and decreases when it becomes less positive or more negative.

         "Non-Regulation S-X Adjustments" has the meaning assigned to such term
in the definition of "Pro Forma Basis".

         "Non-Specified Restructuring Charges" means any non-recurring
Restructuring Charges that do not constitute Specified Charges.

         "Obligations" has the meaning assigned to such term in the Collateral
Agreement.

         "Other Taxes" means any and all present or future recording, stamp,
documentary, excise, transfer, sales, property or similar taxes, charges or
levies arising from any payment made under any Loan Document or from the
execution, delivery or enforcement of, or otherwise with respect to, any Loan
Document.

         "Participant" has the meaning set forth in Section 9.04.

         "PBGC" means the Pension Benefit Guaranty Corporation referred to and
defined in ERISA and any successor entity performing similar functions.

         "Perfection Certificate" means a certificate in the form of Exhibit D
or any other form approved by the Collateral Agent.

         "Permitted Acquisition" means any acquisition by the Borrower or any
wholly owned Subsidiary of all the outstanding Equity Interests in, all or
substantially all the assets of, or all or substantially all the assets
constituting a business unit, division, product line or line of business of, a
Person if (a) such acquisition was not preceded by, or consummated pursuant to,
a hostile offer (including a proxy contest), (b) no Default has occurred and is
continuing or would result therefrom, (c) all transactions related thereto are
consummated in accordance with applicable laws, (d) immediately after giving
effect to such acquisition, any acquired or newly formed Subsidiary that is a
Domestic Subsidiary is designated as a Subsidiary Loan Party hereunder and all
actions required to be taken with respect to such acquired or newly formed
Subsidiary and any assets acquired in such acquisition under Sections 5.12 and
5.13 shall have been taken, (e) on a Pro Forma Basis, as of the last day of the
most recently ended fiscal quarter of






                                                                              24


the Borrower for which financial statements are available, (i) the Borrower
shall be in compliance with the covenants contained in Sections 6.12 and 6.13,
(ii) the Leverage Ratio shall be less than 4.50 to 1.00 and (iii) the Senior
Leverage Ratio shall be less than 3.00 to 1.00, provided that the Borrower shall
not be required to comply with the terms of this clause (e) in connection with
any acquisition to the extent that the aggregate purchase price payable by the
Borrower and its Subsidiaries in respect of such acquisition, taken together
with the aggregate purchase price paid by the Borrower and its Subsidiaries in
respect of all other acquisitions consummated without complying with the terms
of this clause (e), does not exceed $25,000,000, (f) the business of such Person
or such assets, as applicable, constitute a business permitted by Section
6.03(b), (g) immediately before and after such Permitted Acquisition, the
aggregate Revolving Commitments exceed the aggregate Revolving Exposures by not
less than $50,000,000 and (h) the Borrower has delivered to the Administrative
Agent a certificate of a Financial Officer to the effect set forth in clauses
(a), (b), (c), (d), (e), (f) and (g) above, together with all relevant financial
information for the Person or assets to be acquired. For purposes of Section
6.04(a) and Section 6.04(p), the purchase price in respect of any Permitted
Acquisition shall be deemed to include (i) the principal amount of Indebtedness
that is assumed in connection with such Permitted Acquisition and (ii) the
Borrower's good faith estimate (as of the date of consummation of such Permitted
Acquisition) of the aggregate amount that will be payable by the Borrower and
its Subsidiaries pursuant to any post-closing payment adjustments or earn-outs
with respect to such Permitted Acquisition (provided that the Borrower and its
Subsidiaries shall only be permitted to make any such post-closing adjustment
payment or earn-out payment to the extent that, on a Pro Forma Basis, as of the
last day of the fiscal quarter most recently ended prior to the date of such
payment and for which financial statements are available, (A) the Borrower is in
compliance with the covenants contained in Sections 6.12 and 6.13, (B) the
Leverage Ratio shall be less than 4.50 to 1.00 and (C) the Senior Leverage Ratio
shall be less than 3.00 to 1.00).

         "Permitted Encumbrances" means:

                  (a) Liens imposed by law for taxes, rates, assessments or
         other governmental charges that are not yet due or are being contested
         in compliance with Section 5.05;

                  (b) carriers', warehousemen's, mechanics', materialmen's,
         repairmen's, suppliers' and other like Liens imposed by law (including
         Liens of customs and revenue authorities to secure customs duties in
         connection with the importation of goods), arising in the ordinary
         course of business and securing obligations that are not overdue by
         more than 30 days or are being contested in compliance with Section
         5.05;

                  (c) pledges and deposits made in the ordinary course of
         business in compliance with workers' compensation, unemployment
         insurance and other social security laws or regulations;






                                                                              25


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

                  (e) judgment liens in respect of judgments that do not
         constitute an Event of Default under paragraph (k) of Section 7.01;

                  (f) easements, zoning restrictions, rights-of-way, minor
         defects or irregularities of title and other similar encumbrances on
         real property imposed by law or arising in the ordinary course of
         business that do not secure any monetary obligations and do not
         materially detract from the value of the affected property or
         materially interfere with the ordinary conduct of business of the
         Borrower or any Subsidiary; and

                  (g) landlords' and lessors' and other like Liens in respect of
         rent not in default,

provided that the term "Permitted Encumbrances" shall not include any Lien
securing Indebtedness.

         "Permitted Holder" means (i) the Sponsor and any Affiliate of the
Sponsor that is neither an operating company nor a company controlled by an
operating company and (ii) any general partner of any of the foregoing.

         "Permitted Investments" means:

                  (a) direct obligations of, or obligations the principal of and
         interest on which are unconditionally guaranteed by, the United States
         of America (or by any agency thereof to the extent such obligations are
         backed by the full faith and credit of the United States of America),
         in each case maturing within one year from the date of acquisition
         thereof;

                  (b) investments in commercial paper maturing within 270 days
         from the date of acquisition thereof and having, at such date of
         acquisition, the highest credit rating obtainable from S&P or from
         Moody's;

                  (c) investments in certificates of deposit, banker's
         acceptances and time deposits maturing within 180 days from the date of
         acquisition thereof issued or guaranteed by or placed with, and money
         market deposit accounts issued or offered by, any domestic office of
         any commercial bank organized under the laws of the United States of
         America or any State thereof that has a combined capital and surplus
         and undivided profits of not less than $500,000,000;

                  (d) repurchase agreements with a term of not more than 30 days
         for securities described in clause (a) above and entered into with a
         financial institution satisfying the criteria described in clause (c)
         above; and






                                                                              26


                  (e) money market funds that comply with the criteria set forth
         in SEC Rule 2a-7 under the Investment Company Act of 1940,
         substantially all of whose assets are invested in investments of the
         type described in clauses (a) through (d) above.

         "Permitted Joint Venture" means any joint venture (a) in which the
Borrower or any Subsidiary holds an Equity Interest that represents less than
80% of the ordinary voting power and aggregate equity value represented by the
issued and outstanding Equity Interests in such joint venture and (b) that is
engaged in a business permitted under Section 6.03(b), including the Existing
Joint Ventures.

         "Permitted Quinton Hazell Joint Venture" has the meaning set forth in
the definition of "Quinton Hazell Disposition".

         "Permitted Securitization" means any transaction or series of
transactions that may be entered into by the Borrower or any Subsidiary pursuant
to which it may sell, convey, contribute to capital or otherwise transfer (which
sale, conveyance, contribution to capital or transfer may include or be
supported by the grant of a security interest) Receivables or interests therein
and all collateral securing such Receivables, all contracts and contract rights,
purchase orders, security interests, financing statements or other documentation
in respect of such Receivables, any guarantees, indemnities, warranties or other
obligations in respect of such Receivables, any other assets that are
customarily transferred or in respect of which security interests are
customarily granted in connection with asset securitization transactions
involving receivables similar to such Receivables and any collections or
proceeds of any of the foregoing (collectively, the "Related Assets") (i) to a
trust, partnership, corporation or other Person (other than the Borrower or any
Subsidiary other than a SPE Subsidiary), which transfer is funded in whole or in
part, directly or indirectly, by the incurrence or issuance by the transferee or
any successor transferee of Indebtedness, fractional undivided interests or
other securities that are to receive payments from, or that represent interests
in, the cash flow derived from such Receivables and Related Assets or interests
in such Receivables and Related Assets, or (ii) directly to one or more
investors or other purchasers (other than the Borrower or any Subsidiary), it
being understood that a Permitted Securitization may involve (A) one or more
sequential transfers or pledges of the same Receivables and Related Assets, or
interests therein (such as a sale, conveyance or other transfer to an SPE
Subsidiary followed by a pledge of the transferred Receivables and Related
Assets to secure Indebtedness incurred by the SPE Subsidiary), and all such
transfers, pledges and Indebtedness incurrences shall be part of and constitute
a single Permitted Securitization, and (B) periodic transfers or pledges of
Receivables and/or revolving transactions in which new Receivables and Related
Assets, or interests therein, are transferred or pledged upon collection of
previously transferred or pledged Receivables and Related Assets, or interests
therein, provided that any such transactions shall provide for recourse to such
Subsidiary (other than any SPE Subsidiary) or the Borrower (as applicable) only
in respect of the cash flows in respect of such Receivables and Related Assets
and to the extent of other customary securitization undertakings in the
jurisdiction relevant to such transactions. The Effective Date Receivables
Securitization shall constitute a Permitted Securitization.






                                                                              27


         The "amount" or "principal amount" of any Permitted Securitization
shall be deemed at any time to be (1) the aggregate principal or stated amount
of the Indebtedness, fractional undivided interests (which stated amount may be
described as a "net investment" or similar term reflecting the amount invested
in such undivided interest) or other securities incurred or issued pursuant to
such Permitted Securitization, in each case outstanding at such time, or (2) in
the case of any Permitted Securitization in respect of which no such
Indebtedness, fractional undivided interests or securities are incurred or
issued, the cash purchase price paid by the buyer in connection with its
purchase of Receivables less the amount of collections received by the Borrower
or any Subsidiary in respect of such Receivables and paid to such buyer,
excluding any amounts applied to purchase fees or discount or in the nature of
interest. Each Lender authorizes the Administrative Agent to enter into an
intercreditor agreement in respect of each Permitted Securitization from time to
time in effect and to take all actions it deems appropriate or necessary in
connection with any such intercreditor agreement.

         "Person" means any natural person, corporation, limited liability
company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.

         "Plan" means any employee pension benefit plan subject to the
provisions of Title IV or Section 302 of ERISA or Section 412 of the Code, and
in respect of which the Borrower or any ERISA Affiliate is (or, if such plan
were terminated, would under Section 4069 of ERISA be deemed to be) an
"employer" as defined in Section 3(5) of ERISA.

         "Prepayment Event" means:

                  (a) any sale, transfer or other disposition of any property or
         asset of Intermediate Holdings, the Borrower or any Subsidiary, other
         than dispositions described in clauses (a), (b), (c), (d), (e), (f),
         (h), (i), (k) and (l) of Section 6.05; or

                  (b) any casualty or other insured damage to, or any taking
         under power of eminent domain or by condemnation or similar proceeding
         of, any property or asset of Intermediate Holdings, the Borrower or any
         Subsidiary; or

                  (c) the incurrence by Intermediate Holdings, the Borrower or
         any Subsidiary of any Indebtedness pursuant to Section 6.01(a)(xiii)
         (other than amounts funded under the Effective Date Receivables
         Securitization on the Effective Date and thereafter, up to a maximum
         amount of $100,000,000) or Section 6.01(a)(xv) or any Indebtedness not
         permitted under Section 6.01 or by the Required Lenders pursuant to
         Section 9.02 (it being understood that the transfer of Receivables in
         connection with the establishment of a Permitted Securitization (and
         any subsequent transfer of Receivables that results in an increase in
         the aggregate funded amount of any Permitted Securitization over the
         greatest aggregate funded amount previously outstanding thereunder)
         shall be treated hereunder as an incurrence of Indebtedness).






                                                                              28


         "Prime Rate" means the rate of interest per annum publicly announced
from time to time by JPMorgan Chase Bank, N.A. as its prime rate in effect for
dollars at its principal office in New York City; each change in the Prime Rate
shall be effective from and including the date such change is publicly announced
as being effective.

         "Pro Forma Basis" means, with respect to the calculation of any
Financial Ratio (to the extent calculation of such Financial Ratio is required
on a "Pro Forma Basis" pursuant to the terms of this Agreement) for any period
of four consecutive fiscal quarters (the "Reference Period"):

                  (a) in making any determination of Consolidated EBITDA, pro
         forma effect shall be given to any Permitted Acquisition, Asset
         Disposition or Discontinuation, in either case that occurred during
         such Reference Period (or, in the case of any determination made
         pursuant to the definition of the term "Permitted Acquisition" or
         Section 2.20, or pursuant to Section 6.01(a)(xii) or Section
         6.08(a)(vi), occurring during such Reference Period or thereafter and
         through and including the date of the applicable Permitted Acquisition,
         Incremental Extension of Credit, issuance of Additional Senior
         Subordinated Notes or Restricted Payment, as the case may be), as if
         such Permitted Acquisition, Asset Disposition or Discontinuation
         occurred on the first day of such Reference Period; and

                  (b) in making any determination of Total Indebtedness or
         Consolidated Cash Interest Expense, pro forma effect shall be given to
         any incurrence, repayment or assumption of Indebtedness that occurred
         during such Reference Period and (i) in the case of any determination
         made pursuant to the definition of the term "Permitted Acquisition",
         occurring thereafter and through and including the date of the
         applicable Permitted Acquisition (including in connection with such
         Permitted Acquisition), (ii) in the case of any determination made
         pursuant to Section 2.20, occurring thereafter and through and
         including the date of the applicable Incremental Extension of Credit
         (including in connection with such Incremental Extension of Credit),
         (iii) in the case of any determination made pursuant to Section
         6.01(a)(xii), occurring thereafter and through and including the date
         of the applicable issuance of Additional Senior Subordinated Notes
         (including such issuance of Additional Senior Subordinated Notes) or
         (iv) in the case of any determination made pursuant to Section
         6.08(a)(vi), occurring thereafter and through and including the date of
         the applicable Restricted Payment (including in connection with such
         Restricted Payment), in each case as if such incurrence, repayment or
         assumption of Indebtedness occurred on the first day of such Reference
         Period,

in each case with such pro forma adjustments (i) as would be permitted to be
reflected in pro forma financial information complying with the requirements of
Article 11 of Regulation S-X under the Securities Act (and the interpretations
of the SEC thereunder) and (ii) that represent cost savings reasonably expected
by such Financial Officer to be realized within 12 months of the consummation of
the applicable Permitted Acquisition, Asset Disposition or Discontinuation (the
adjustments described in this clause (ii) being






                                                                              29


referred to herein as "Non-Regulation S-X Adjustments"), in each case to the
extent reflected in a certificate of a Financial Officer (with appropriate
information and calculations in reasonable detail supporting such adjustments)
delivered to the Administrative Agent. For purposes of calculating Consolidated
EBITDA for the fiscal quarter ending December 31, 2004, Consolidated EBITDA
shall be calculated on a Pro Forma Basis to give effect to the Acquisition as if
it were a Permitted Acquisition.

         For purposes of clause (b) above, if any Indebtedness the incurrence,
repayment or assumption of which is being given pro forma effect bears interest
at a floating rate, the interest on such Indebtedness shall be calculated as if
the rate in effect on the date of determination had been the applicable rate for
the entire Reference Period (taking into account any Swap Agreement applicable
to such Indebtedness if such Swap Agreement has a remaining term in excess of 12
months).

         "Purchase Agreement" has the meaning set forth in the preamble to this
Agreement.

         "Purchase Price" has the meaning set forth in the preamble to this
Agreement.

         "Quinton Hazell Disposition" means the sale, transfer or disposition
(including by way of merger, consolidation, sale of capital stock or sale of
assets) of all or substantially all of the Quinton Hazell operations of the
Borrower and the Subsidiaries, including any such sale, transfer or disposition
in connection with the creation of a Permitted Joint Venture engaged in such
operations (a "Permitted Quinton Hazell Joint Venture").

         "Receivables" means accounts receivable (including all rights to
payment created by or arising from the sales of goods, leases of goods or the
rendition of services, no matter how evidenced (including in the form of chattel
paper) and whether or not earned by performance).

         "Register" has the meaning set forth in Section 9.04.

         "Related Assets" has the meaning set forth in the definition of
"Permitted Securitization".

         "Related Parties" means, with respect to any specified Person, such
Person's Affiliates and the respective directors, officers, employees, trustees,
agents and advisors of such Person and such Person's Affiliates.

         "Release" means any release, spill, emission, leaking, dumping,
injection, pouring, deposit, disposal, discharge, dispersal, leaching or
migration into or through the environment or within or upon any building,
structure, facility or fixture.

         "Remaining Present Value" means, as of any date with respect to any
lease, the present value as of such date of the scheduled future lease payments
with






                                                                              30


respect to such lease, determined with a discount rate equal to a market rate of
interest for such lease reasonably determined at the time such lease was entered
into.

         "Required Lenders" means, at any time, Lenders having Revolving
Exposures, Tranche B Term Loans, Loans in respect of Incremental Extensions of
Credit, if any, and unused Commitments representing more than 50% of the
aggregate Revolving Exposures, outstanding Tranche B Term Loans, outstanding
Loans in respect of Incremental Extensions of Credit, if any, and unused
Commitments at such time.

         "Requirement of Law" means, with respect to any Person, (i) the
charter, articles or certificate of organization or incorporation and bylaws or
other organizational or governing documents of such Person and (ii) any statute,
law, treaty, rule, regulation, order, decree, writ, injunction or determination
of any arbitrator or court or other Governmental Authority, in each case
applicable to or binding upon such Person or any of its property or to which
such Person or any of its property is subject.

         "Restricted Payment" means any dividend or other distribution (whether
in cash, securities or other property) with respect to any Equity Interests in
Intermediate Holdings, the Borrower or any Subsidiary, or any payment (whether
in cash, securities or other property), including any sinking fund or similar
deposit, on account of the purchase, redemption, retirement, acquisition,
cancelation or termination of any Equity Interests in Intermediate Holdings, the
Borrower or any Subsidiary or any option, warrant or other right to acquire any
such Equity Interests in Intermediate Holdings, the Borrower or any Subsidiary.

         "Restructuring Charges" means charges in respect of restructurings,
plant closings, headcount reductions or other similar actions, including
severance charges in respect of employee terminations.

         "Retained Excess Cash Flow" means, with respect to any fiscal year
ended after the Effective Date, the amount of Excess Cash Flow for such fiscal
year that the Borrower was not required to use to prepay Tranche B Term
Borrowings pursuant to Section 2.11(d).

         "Revolving Availability Period" means the period from and including the
Effective Date to but excluding the earlier of (a) the Revolving Maturity Date
and (b) the date of termination of the Revolving Commitments.

         "Revolving Commitment" means, with respect to each Lender, the
commitment, if any, of such Lender to make Revolving Loans and to acquire
participations in Letters of Credit and Swingline Loans hereunder, expressed as
an amount representing the maximum possible aggregate amount of such Lender's
Revolving Exposure hereunder, as such commitment may be (a) reduced from time to
time pursuant to Section 2.08 and (b) reduced or increased from time to time
pursuant to assignments by or to such Lender pursuant to Section 9.04. The
initial amount of each Lender's Revolving Commitment is set forth on Schedule
2.01, or in the Assignment and Assumption pursuant to which such Lender shall
have assumed its Revolving






                                                                              31


Commitment, as applicable. The initial aggregate amount of the Lenders'
Revolving Commitments is $125,000,000.

         "Revolving Exposure" means, with respect to any Lender at any time, the
sum of the outstanding principal amount of such Lender's Revolving Loans and its
LC Exposure and Swingline Exposure at such time.

         "Revolving Lender" means a Lender with a Revolving Commitment or, if
the Revolving Commitments have terminated or expired, a Lender with Revolving
Exposure.

         "Revolving Loan" means a Loan made pursuant to clause (b) of Section
2.01.

         "Revolving Maturity Date" means November 30, 2010.

         "S&P" means Standard & Poor's Ratings Group, Inc.

         "Sale and Leaseback Transaction" has the meaning set forth in Section
6.06.

         "SEC" means the Securities and Exchange Commission or any Governmental
Authority succeeding to any of its principal functions.

         "Secured Party" means each applicable "Secured Party", as defined in
any applicable Security Document.

         "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations of the SEC thereunder.

         "Security Documents" means the Collateral Agreement, the Mortgages and
each other security agreement or other instrument or document executed and
delivered pursuant to Section 5.12 or 5.13 to secure any of the Obligations.

         "Senior Leverage Ratio" means, on any date, the ratio of (a) Total
Senior Indebtedness as of such date to (b) Consolidated EBITDA for the period of
four consecutive fiscal quarters of the Borrower ended on such date (or, if such
date is not the last day of a fiscal quarter, ended on the last day of the
fiscal quarter of the Borrower most recently ended prior to such date), provided
that, to the extent the Borrower or any Subsidiary makes any Permitted
Acquisition, Asset Disposition or Discontinuation during the period of four
fiscal quarters of the Borrower most recently ended, the Senior Leverage Ratio
for such period shall be calculated on a Pro Forma Basis.

         "Senior Subordinated Notes" means the 9% Senior Subordinated Notes due
2014 to be issued by the Borrower on or prior to the Effective Date in the
aggregate principal amount of $300,000,000 and the Indebtedness represented
thereby.





                                                                              32


         "Senior Subordinated Notes Documents" means the indenture dated as of
November 30, 2004, among the Borrower, the Subsidiaries listed therein and
Wilmington Trust Company, as trustee, in respect of the Senior Subordinated
Notes and all other instruments, agreements and other documents evidencing or
governing the Senior Subordinated Notes or providing for any Guarantee or other
right in respect thereof.

         "Sources and Uses Table" has the meaning set forth in Section 4.01(m).

         "Specified Charges" means (a) non-recurring Restructuring Charges
related to the operations of the Borrower and the Subsidiaries (including the
charges relating to the planned restructuring of the brake and chassis
operations of the Borrower and the Subsidiaries previously disclosed to the
Lenders) and (b) incremental expenditures incurred in connection with
change-over inventory acquisitions, provided that (i) such charges and expenses
are paid or otherwise accounted for within 18 months of the Effective Date, (ii)
the aggregate amount of expenses described in clause (b) of this definition
shall not exceed $7,500,000 and (iii) the aggregate amount of Specified Charges
shall not exceed $42,500,000.

         "SPE Subsidiary" means any wholly owned Subsidiary formed solely for
the purpose of, and that engages only in, one or more Permitted Securitizations.
Affinia Receivables is an SPE Subsidiary for purposes of the Effective Date
Receivables Securitization.

         "Sponsor" means The Cypress Group L.L.C.

         "Statutory Reserve Rate" means a fraction (expressed as a decimal), the
numerator of which is the number one and the denominator of which is the number
one minus the aggregate of the maximum reserve percentages (including any
marginal, special, emergency or supplemental reserves) expressed as a decimal
established by the Board to which the bank serving as the Administrative Agent
is subject with respect to the Adjusted LIBO Rate, for eurocurrency funding
(currently referred to as "Eurocurrency Liabilities" in Regulation D of the
Board). Such reserve percentages shall include those imposed pursuant to such
Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency
funding and to be subject to such reserve requirements without benefit of or
credit for proration, exemptions or offsets that may be available from time to
time to any Lender under such Regulation D or any comparable regulation. The
Statutory Reserve Rate shall be adjusted automatically on and as of the
effective date of any change in any reserve percentage.

         "Subordinated Debt" means the Senior Subordinated Notes and the
Additional Senior Subordinated Notes, and the Indebtedness represented thereby.

         "subsidiary" means, with respect to any Person (the "parent") at any
date, any corporation, limited liability company, partnership, association or
other entity the accounts of which would be consolidated with those of the
parent in the parent's consolidated financial statements if such financial
statements were prepared in accordance with GAAP as of such date, as well as any
other corporation, limited liability






                                                                              33


company, partnership, association or other entity of which securities or other
ownership interests representing more than 50% of the equity or more than 50% of
the ordinary voting power or, in the case of a partnership, more than 50% of the
general partnership interests are, as of such date, owned, controlled or held.

         "Subsidiary" means any subsidiary of the Borrower, other than any
Permitted Joint Venture and other than Beck/Arnley Worldparts Corp.

         "Subsidiary Loan Party" means any Domestic Subsidiary, other than any
SPE Subsidiary and any Domestic Subsidiary listed on Schedule 1.01(d).

         "Swap Agreement" means any agreement with respect to any swap, forward,
future or derivative transaction or option or similar agreement involving, or
settled by reference to, one or more rates, currencies, commodities, equity or
debt instruments or securities, or economic, financial or pricing indices or
measures of economic, financial or pricing risk or value or any similar
transaction or any combination of these transactions, provided that no phantom
stock or similar plan providing for payments only on account of services
provided by current or former directors, officers, employees or consultants of
the Borrower or the Subsidiaries shall be a Swap Agreement.

         "Swingline Exposure" means, at any time, the aggregate principal amount
of all Swingline Loans outstanding at such time. The Swingline Exposure of any
Lender at any time shall be its Applicable Percentage of the aggregate Swingline
Exposure at such time.

         "Swingline Borrowing Request" means a request by the Borrower for a
Swingline Borrowing in accordance with Section 2.04, provided that a written
Swingline Borrowing Request shall be substantially in the form of Exhibit E-2,
or such other form as shall be approved by the Administrative Agent and the
Swingline Lender.

         "Swingline Lender" means JPMorgan Chase Bank, N.A., in its capacity as
lender of Swingline Loans hereunder.

         "Swingline Loan" means a Loan made pursuant to Section 2.04.

         "Tax Distribution" means, in the event that Holdings, Intermediate
Holdings and the Borrower become pass-through or disregarded entities for U.S.
federal income tax purposes, a distribution to Holdings to the extent the
proceeds of such distribution are distributed to the holders of Equity Interests
of Holdings in any taxable year to enable such holders to pay their Tax
liability on their respective shares of cumulative taxable income attributable
to Holdings for such year.

         "Taxes" means any and all present or future taxes, levies, imposts,
duties, deductions, charges or withholdings imposed by any Governmental
Authority.

         "Total Indebtedness" means, as of any date, the sum of (a) the
aggregate principal amount of Indebtedness of the Borrower and the Subsidiaries
outstanding as of such date, in the amount that would be reflected on a balance
sheet prepared as of such






                                                                              34


date on a consolidated basis in accordance with GAAP, plus (b) the aggregate
principal amount of Indebtedness of the Borrower and the Subsidiaries
outstanding as of such date that is not required to be reflected on a balance
sheet in accordance with GAAP, determined on a consolidated basis, provided
that, for purposes of clause (b) above, the term "Indebtedness" shall not
include contingent obligations of the Borrower or any Subsidiary as an account
party or applicant in respect of any letter of credit or letter of guaranty
unless such letter of credit or letter of guaranty supports an obligation that
constitutes Indebtedness, minus (c) the aggregate amount of cash and Permitted
Investments of the Borrower and the Subsidiaries as of such date with respect to
which the Collateral Agent has a valid and enforceable security interest, prior
and superior to the rights of any other Person, except for rights secured by
Liens permitted by Section 6.02, provided that the aggregate amount of cash and
Permitted Investments permitted to be included in this clause (c) shall not
exceed $40,000,000.

         "Total Senior Indebtedness" means, as of any date, (a) Total
Indebtedness as of such date minus (b) the portion of Total Indebtedness as of
such date represented by Subordinated Debt or that is otherwise expressly
subordinated to the Obligations.

         "Tranche B Commitment" means, with respect to each Lender, the
commitment, if any, of such Lender to make a Tranche B Term Loan hereunder on
the Effective Date, expressed as an amount representing the maximum principal
amount of the Tranche B Term Loan to be made by such Lender hereunder, as such
commitment may be (a) reduced from time to time pursuant to Section 2.08 and (b)
reduced or increased from time to time pursuant to assignments by or to such
Lender pursuant to Section 9.04. The initial amount of each Lender's Tranche B
Commitment is set forth on Schedule 2.01, or in the Assignment and Assumption
pursuant to which such Lender shall have assumed its Tranche B Commitment, as
applicable. The initial aggregate amount of the Lenders' Tranche B Commitments
is $350,000,000.

         "Tranche B Lender" means a Lender with a Tranche B Commitment or an
outstanding Tranche B Term Loan.

         "Tranche B Maturity Date" means November 30, 2011.

         "Tranche B Term Loan" means a Loan made pursuant to clause (a) of
Section 2.01.

         "Transaction Costs" has the meaning set forth in the preamble to this
Agreement.

         "Transactions" means (a) the Acquisition and the other transactions
contemplated by the Acquisition Documents, (b) the Equity Contribution, (c) the
execution, delivery and performance by each Loan Party of the Loan Documents to
which it is to be a party, the borrowing of Loans, the use of the proceeds
thereof and the issuance of Letters of Credit hereunder, (d) the execution,
delivery and performance by each Loan Party of the Senior Subordinated Notes
Documents to which it is to be a party,






                                                                              35


the issuance of the Senior Subordinated Notes and the use of the proceeds
thereof and (e) the payment of the Transaction Costs.

         "Type", when used in reference to any Loan or Borrowing, refers to
whether the rate of interest on such Loan, or on the Loans comprising such
Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate
Base Rate.

         "USA Patriot Act" means the USA Patriot Act (Title III of Pub. L.
107-56 (signed into law October 26, 2001)).

         "VAT" means any value added Tax, goods and services Tax, sales or
turnover Tax or similar Tax, including such Tax as may be imposed by the Sixth
Council Directive of the European Communities and national legislation
implementing or supplemental to that directive.

         "Withdrawal Liability" means liability to a Multiemployer Plan as a
result of a complete or partial withdrawal from such Multiemployer Plan, as such
terms are defined in ERISA.

         "Working Capital Payment" has the meaning set forth in the preamble to
this Agreement.

         SECTION 1.02. Classification of Loans and Borrowings. For purposes of
this Agreement, Loans may be classified and referred to by Class (e.g., a
"Revolving Loan") or by Type (e.g., a "Eurodollar Loan") or by Class and Type
(e.g., a "Eurodollar Revolving Loan"). Borrowings also may be classified and
referred to by Class (e.g., a "Revolving Borrowing") or by Type (e.g., a
"Eurodollar Borrowing") or by Class and Type (e.g., a "Eurodollar Revolving
Borrowing").

         SECTION 1.03. Terms Generally. The definitions of terms herein shall
apply equally to the singular and plural forms of the terms defined. Whenever
the context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words "include", "includes" and "including" shall
be deemed to be followed by the phrase "without limitation". The word "will"
shall be construed to have the same meaning and effect as the word "shall".
Unless the context requires otherwise (a) any definition of or reference to any
agreement, instrument or other document herein shall be construed as referring
to such agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference
herein to any Person shall be construed to include such Person's successors and
assigns, (c) the words "herein", "hereof" and "hereunder", and words of similar
import, shall be construed to refer to this Agreement in its entirety and not to
any particular provision hereof, (d) all references herein to Articles,
Sections, Exhibits and Schedules shall be construed to refer to Articles and
Sections of, and Exhibits and Schedules to, this Agreement and (e) the words
"asset" and "property" shall be construed to have the same meaning and effect
and to refer to any and all tangible and intangible assets and properties,
including cash, securities, accounts and contract rights.





                                                                              36


         SECTION 1.04. Accounting Terms; GAAP. Except as otherwise expressly
provided herein, all terms of an accounting or financial nature shall be
construed in accordance with GAAP, as in effect from time to time, provided
that, if the Borrower notifies the Administrative Agent that the Borrower
requests an amendment to any provision hereof to eliminate the effect of any
change occurring after the date hereof in GAAP or in the application thereof on
the operation of such provision (or if the Administrative Agent notifies the
Borrower that the Required Lenders request an amendment to any provision hereof
for such purpose), regardless of whether any such notice is given before or
after such change in GAAP or in the application thereof, then such provision
shall be interpreted on the basis of GAAP as in effect and applied immediately
before such change shall have become effective until such notice shall have been
withdrawn or such provision amended in accordance herewith.


                                   ARTICLE II

                                   The Credits

         SECTION 2.01. Commitments. Subject to the terms and conditions set
forth herein, each Lender agrees (a) to make a Tranche B Term Loan to the
Borrower on the Effective Date in a principal amount not exceeding its Tranche B
Commitment and (b) to make Revolving Loans to the Borrower from time to time
during the Revolving Availability Period in an aggregate principal amount that
will not result in such Lender's Revolving Exposure exceeding such Lender's
Revolving Commitment, provided that the aggregate amount of Revolving Loans made
on the Effective Date may not exceed $20,000,000. Within the foregoing limits
and subject to the terms and conditions set forth herein, the Borrower may
borrow, prepay and reborrow Revolving Loans. Amounts prepaid or repaid in
respect of Tranche B Term Loans may not be reborrowed.

         SECTION 2.02. Loans and Borrowings. (a) Each Loan (other than a
Swingline Loan) shall be made as part of a Borrowing consisting of Loans of the
same Class and Type made by the Lenders ratably in accordance with their
respective Commitments of the applicable Class. The failure of any Lender to
make any Loan required to be made by it shall not relieve any other Lender of
its obligations hereunder, provided that the Commitments of the Lenders are
several and no Lender shall be responsible for any other Lender's failure to
make Loans as required.

         (b) Subject to Section 2.14, each Revolving Borrowing and Tranche B
Term Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as
the Borrower may request in accordance herewith, provided that all Borrowings
made on the Effective Date must be made as ABR Borrowings or Eurodollar
Borrowings with an Interest Period of one month's duration. Each Swingline Loan
shall be an ABR Loan. Each Lender at its option may make any Eurodollar Loan by
causing any domestic (or, if it does not result in any increased costs to the
Borrower, foreign) branch or Affiliate of such Lender to make such Loan,
provided that any exercise of such option shall not affect the obligation of the
Borrower to repay such Loan in accordance with the terms of this Agreement.





                                                                              37


         (c) At the commencement of each Interest Period for any Eurodollar
Borrowing, such Borrowing shall be in an aggregate amount that is an integral
multiple of $1,000,000 and not less than $5,000,000. At the time that each ABR
Borrowing is made, such Borrowing shall be in an aggregate amount that is an
integral multiple of $100,000 and not less than $500,000. Each Swingline Loan
shall be in an amount that is an integral multiple of $100,000 and not less than
$100,000. Borrowings of more than one Type and Class may be outstanding at the
same time. There shall not at any time be more than a total of 15 Eurodollar
Borrowings outstanding. Notwithstanding anything to the contrary herein, an ABR
Revolving Borrowing or Swingline Loan may be in an aggregate amount (i) that is
equal to the entire unused balance of the aggregate Revolving Commitments or
(ii) that is required to finance the reimbursement of an LC Disbursement as
contemplated by Section 2.05(e).

         (d) Notwithstanding any other provision of this Agreement, the Borrower
shall not be entitled to request, or to elect to convert or continue, any
Borrowing if the Interest Period requested with respect thereto would end after
the Revolving Maturity Date or the Tranche B Maturity Date, as applicable.

         SECTION 2.03. Requests for Borrowings. To request a Revolving Borrowing
or Tranche B Term Borrowing, the Borrower shall notify the Administrative Agent
of such request by telephone (a) in the case of a Eurodollar Borrowing, not
later than 12:00 noon, New York City time, three Business Days before the date
of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than
12:00 noon, New York City time, one Business Day before the date of the proposed
Borrowing, provided that any such notice of an ABR Revolving Borrowing to
finance the reimbursement of an LC Disbursement as contemplated by Section
2.05(e) may be given not later than 10:00 a.m., New York City time, on the date
of the proposed Borrowing. Each such telephonic Borrowing Request shall be
irrevocable and shall be confirmed promptly by hand delivery or telecopy to the
Administrative Agent of a written Borrowing Request signed by the Borrower. Each
such telephonic and written Borrowing Request shall specify the following
information in compliance with Section 2.02:

                  (i) whether the requested Borrowing is to be a Revolving
         Borrowing or a Tranche B Term Borrowing;

                  (ii) the aggregate amount of such Borrowing;

                  (iii) the date of such Borrowing, which shall be a Business
         Day;

                  (iv) whether such Borrowing is to be an ABR Borrowing or a
         Eurodollar Borrowing;

                  (v) in the case of a Eurodollar Borrowing, the initial
         Interest Period to be applicable thereto, which shall be a period
         contemplated by the definition of the term "Interest Period"; and




                                                                              38



                  (vi) the location and number of the Borrower's account to
         which funds are to be disbursed, which shall comply with the
         requirements of Section 2.06.

If no election as to the Type of Borrowing is specified, then the requested
Borrowing shall be an ABR Borrowing. If no Interest Period is specified with
respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed
to have selected an Interest Period of one month's duration. Promptly following
receipt of a Borrowing Request in accordance with this Section, the
Administrative Agent shall advise each Lender of the details thereof and of the
amount of such Lender's Loan to be made as part of the requested Borrowing.

         SECTION 2.04. Swingline Loans. (a) Subject to the terms and conditions
set forth herein, the Swingline Lender agrees to make Swingline Loans to the
Borrower from time to time during the Revolving Availability Period, in an
aggregate principal amount at any time outstanding that will not result in (i)
the aggregate principal amount of outstanding Swingline Loans exceeding
$20,000,000 or (ii) the aggregate Revolving Exposures exceeding the aggregate
Revolving Commitments, provided that the Swingline Lender shall not be required
to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the
foregoing limits and subject to the terms and conditions set forth herein, the
Borrower may borrow, prepay and reborrow Swingline Loans.

         (b) To request a Swingline Loan, the Borrower shall notify the
Administrative Agent of such request by telephone (confirmed by a Swingline
Borrowing Request by telecopy), not later than 1:00 p.m., New York City time, on
the day of a proposed Swingline Loan. Each such notice and Swingline Borrowing
Request shall be irrevocable and shall specify the requested date (which shall
be a Business Day) and amount of the requested Swingline Loan. The
Administrative Agent will promptly advise the Swingline Lender of any such
notice received from the Borrower. The Swingline Lender shall make each
Swingline Loan available to the Borrower by means of a credit to the general
deposit account of the Borrower maintained with the Swingline Lender (or, in the
case of a Swingline Loan made to finance the reimbursement of an LC Disbursement
as provided in Section 2.05(e), by remittance to the Issuing Bank) by 3:00 p.m.,
New York City time, on the requested date of such Swingline Loan.

         (c) The Swingline Lender may by written notice given to the
Administrative Agent not later than 12:00 noon, New York City time, on any
Business Day require the Revolving Lenders to acquire participations on such
Business Day in all or a portion of the Swingline Loans outstanding. Such notice
shall specify the aggregate amount of Swingline Loans in which Revolving Lenders
will participate. Promptly upon receipt of such notice, the Administrative Agent
will give notice thereof to each Revolving Lender, specifying in such notice
such Lender's Applicable Percentage of such Swingline Loan or Swingline Loans.
Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt
of notice as provided above, to pay to the Administrative Agent, for the account
of the Swingline Lender, such Lender's Applicable Percentage of such Swingline
Loan or Swingline Loans. Each Revolving Lender








                                                                              39


acknowledges and agrees that its obligation to acquire participations in
Swingline Loans pursuant to this paragraph is absolute and unconditional and
shall not be affected by any circumstance whatsoever, including the occurrence
and continuance of a Default or reduction or termination of the Commitments, and
that each such payment shall be made without any offset, abatement, withholding
or reduction whatsoever. Each Revolving Lender shall comply with its obligation
under this paragraph by wire transfer of immediately available funds, in the
same manner as provided in Section 2.06 with respect to Loans made by such
Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment
obligations of the Revolving Lenders), and the Administrative Agent shall
promptly pay to the Swingline Lender the amounts so received by it from the
Revolving Lenders. The Administrative Agent shall notify the Borrower of any
participations in any Swingline Loan acquired pursuant to this paragraph, and
thereafter payments in respect of such Swingline Loan shall be made to the
Administrative Agent and not to the Swingline Lender. Any amounts received by
the Swingline Lender from the Borrower (or other party on behalf of the
Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender
of the proceeds of a sale of participations therein shall be promptly remitted
to the Administrative Agent; any such amounts received by the Administrative
Agent shall be promptly remitted by the Administrative Agent to the Revolving
Lenders that shall have made their payments pursuant to this paragraph and to
the Swingline Lender, as their interests may appear, provided that any such
payment so remitted shall be repaid to the Swingline Lender or to the
Administrative Agent, as applicable, if and to the extent such payment is
required to be refunded to the Borrower for any reason. The purchase of
participations in a Swingline Loan pursuant to this paragraph shall not relieve
the Borrower of any default in the payment thereof.

         SECTION 2.05. Letters of Credit. (a) General. Subject to the terms and
conditions set forth herein, the Borrower may request the issuance of Letters of
Credit for its own account, in a form reasonably acceptable to the
Administrative Agent and the Issuing Bank, at any time and from time to time
during the Revolving Availability Period. In the event of any inconsistency
between the terms and conditions of this Agreement and the terms and conditions
of any form of letter of credit application or other agreement submitted by the
Borrower to, or entered into by the Borrower with, the Issuing Bank relating to
any Letter of Credit, the terms and conditions of this Agreement shall control.

         (b) Notice of Issuance, Amendment, Renewal, Extension; Certain
Conditions. To request the issuance of a Letter of Credit (or the amendment,
renewal or extension of an outstanding Letter of Credit), the Borrower shall
hand deliver or telecopy (or transmit by electronic communication, if
arrangements for doing so have been approved by the Issuing Bank) to the Issuing
Bank and the Administrative Agent (reasonably in advance of the requested date
of issuance, amendment, renewal or extension) a notice requesting the issuance
of a Letter of Credit, or identifying the Letter of Credit to be amended,
renewed or extended, and specifying the date of issuance, amendment, renewal or
extension (which shall be a Business Day), the date on which such Letter of
Credit is to expire (which shall comply with paragraph (c) of this Section), the
amount of such Letter of Credit, the name and address of the beneficiary thereof
and such other information as shall be necessary to prepare, amend, renew or
extend such





                                                                              40


Letter of Credit. If requested by the Issuing Bank, the Borrower also shall
submit a letter of credit application on the Issuing Bank's standard form in
connection with any request for a Letter of Credit. A Letter of Credit shall be
issued, amended, renewed or extended only if (and upon issuance, amendment,
renewal or extension of each Letter of Credit the Borrower shall be deemed to
represent and warrant that), after giving effect to such issuance, amendment,
renewal or extension (i) the LC Exposure shall not exceed $40,000,000 and (ii)
the aggregate Revolving Exposures shall not exceed the aggregate Revolving
Commitments.

         (c) Expiration Date. Each Letter of Credit shall expire at or prior to
the close of business on the earlier of (i) the date that is one year after the
date of the issuance of such Letter of Credit (or, in the case of any renewal or
extension thereof, one year after such renewal or extension) and (ii) the date
that is five Business Days prior to the Revolving Maturity Date.

         (d) Participations. By the issuance of a Letter of Credit (or an
amendment to a Letter of Credit increasing the amount thereof) and without any
further action on the part of the Issuing Bank or the Lenders, the Issuing Bank
hereby grants to each Revolving Lender, and each Revolving Lender hereby
acquires from the Issuing Bank, a participation in such Letter of Credit equal
to such Lender's Applicable Percentage of the aggregate amount available to be
drawn under such Letter of Credit. In consideration and in furtherance of the
foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to
pay to the Administrative Agent, for the account of the Issuing Bank, such
Lender's Applicable Percentage of each LC Disbursement made by the Issuing Bank
and not reimbursed by the Borrower on the date due as provided in paragraph (e)
of this Section, or of any reimbursement payment required to be refunded to the
Borrower for any reason. Each Revolving Lender acknowledges and agrees that its
obligation to acquire participations pursuant to this paragraph in respect of
Letters of Credit is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including any amendment, renewal or extension of any
Letter of Credit or the occurrence and continuance of a Default or reduction or
termination of the Commitments, and that each such payment shall be made without
any offset, abatement, withholding or reduction whatsoever.

         (e) Reimbursement. If the Issuing Bank shall make any LC Disbursement
in respect of a Letter of Credit, the Borrower shall reimburse such LC
Disbursement by paying to the Administrative Agent an amount equal to such LC
Disbursement not later than 12:00 noon, New York City time, on the Business Day
immediately following the day that the Borrower receives notice of such LC
Disbursement, provided that the Borrower may, subject to the conditions to
borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that
such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an
equivalent amount and, to the extent so financed, the Borrower's obligation to
make such payment shall be discharged and replaced by the resulting ABR
Revolving Borrowing or Swingline Loan. If the Borrower fails to make such
payment when due, the Administrative Agent shall notify each Revolving Lender of
the applicable LC Disbursement, the payment then due from the Borrower in
respect thereof and such Lender's Applicable Percentage thereof. Promptly






                                                                              41


following receipt of such notice, each Revolving Lender shall pay to the
Administrative Agent its Applicable Percentage of the payment then due from the
Borrower, in the same manner as provided in Section 2.06 with respect to Loans
made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the
payment obligations of the Revolving Lenders), and the Administrative Agent
shall promptly pay to the Issuing Bank the amounts so received by it from the
Revolving Lenders. Promptly following receipt by the Administrative Agent of any
payment from the Borrower pursuant to this paragraph, the Administrative Agent
shall distribute such payment to the Issuing Bank or, to the extent that
Revolving Lenders have made payments pursuant to this paragraph to reimburse the
Issuing Bank, then to such Lenders and the Issuing Bank as their interests may
appear. Any payment made by a Revolving Lender pursuant to this paragraph to
reimburse the Issuing Bank for any LC Disbursement (other than the funding of
ABR Revolving Loans or a Swingline Loan as contemplated above) shall not
constitute a Loan and shall not relieve the Borrower of its obligation to
reimburse such LC Disbursement.

         (f) Obligations Absolute. The Borrower's obligation to reimburse LC
Disbursements as provided in paragraph (e) of this Section shall be absolute,
unconditional and irrevocable, and shall be performed strictly in accordance
with the terms of this Agreement under any and all circumstances whatsoever and
irrespective of (i) any lack of validity or enforceability of any Letter of
Credit or this Agreement, or any term or provision therein, (ii) any draft or
other document presented under a Letter of Credit proving to be forged,
fraudulent or invalid in any respect or any statement therein being untrue or
inaccurate in any respect, (iii) payment by the Issuing Bank under a Letter of
Credit against presentation of a draft or other document that does not comply
with the terms of such Letter of Credit or (iv) any other event or circumstance
whatsoever, whether or not similar to any of the foregoing, that might, but for
the provisions of this Section, constitute a legal or equitable discharge of, or
provide a right of setoff against, the Borrower's obligations hereunder. Neither
the Administrative Agent, the Lenders nor the Issuing Bank, nor any of their
Related Parties, shall have any liability or responsibility by reason of or in
connection with the issuance or transfer of any Letter of Credit or any payment
or failure to make any payment thereunder (irrespective of any of the
circumstances referred to in the preceding sentence), or any error, omission,
interruption, loss or delay in transmission or delivery of any draft, notice or
other communication under or relating to any Letter of Credit (including any
document required to make a drawing thereunder), any error in interpretation of
technical terms or any consequence arising from causes beyond the control of the
Issuing Bank, provided that the foregoing shall not be construed to excuse the
Issuing Bank from liability to the Borrower to the extent of any direct damages
(as opposed to consequential or punitive damages, claims in respect of which are
hereby waived by the Borrower to the extent permitted by applicable law)
suffered by the Borrower that are caused by the Issuing Bank's failure to
exercise care when determining whether drafts and other documents presented
under a Letter of Credit comply with the terms thereof. The parties hereto
expressly agree that, in the absence of gross negligence or willful misconduct
on the part of the Issuing Bank (as determined by a court of competent
jurisdiction), the Issuing Bank shall be deemed to have exercised care in each
such determination. In furtherance of the foregoing and without limiting the
generality thereof, the parties agree that, with respect to documents presented
that appear on their face to be in substantial compliance






                                                                              42


with the terms of a Letter of Credit, the Issuing Bank may, in its sole
discretion, either accept and make payment upon such documents without
responsibility for further investigation, regardless of any notice or
information to the contrary, or refuse to accept and make payment upon such
documents if such documents are not in strict compliance with the terms of such
Letter of Credit.

         (g) Disbursement Procedures. The Issuing Bank shall, promptly following
its receipt thereof, examine all documents purporting to represent a demand for
payment under a Letter of Credit. The Issuing Bank shall promptly notify the
Administrative Agent and the Borrower by telephone (confirmed by telecopy) of
such demand for payment and whether the Issuing Bank has made or will make an LC
Disbursement thereunder, provided that any failure to give or delay in giving
such notice shall not relieve the Borrower of its obligation to reimburse the
Issuing Bank and the Revolving Lenders with respect to any such LC Disbursement
in accordance with paragraph (e) of this Section.

         (h) Interim Interest. If the Issuing Bank shall make any LC
Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in
full on the date such LC Disbursement is made, the unpaid amount thereof shall
bear interest, for each day from and including the date such LC Disbursement is
made to but excluding the date that the Borrower reimburses such LC
Disbursement, at the rate per annum then applicable to ABR Revolving Loans,
provided that, if the Borrower fails to reimburse such LC Disbursement when due
pursuant to paragraph (e) of this Section, then Section 2.13(c) shall apply.
Interest accrued pursuant to this paragraph shall be for the account of the
Issuing Bank, except that interest accrued on and after the date of payment by
any Revolving Lender pursuant to paragraph (e) of this Section to reimburse the
Issuing Bank shall be for the account of such Lender to the extent of such
payment.

         (i) Replacement of the Issuing Bank. The Issuing Bank may be replaced
at any time by written agreement among the Borrower, the Administrative Agent
and the successor Issuing Bank. Any successor Issuing Bank must be a Lender or
an Affiliate of a Lender. The Administrative Agent shall notify the Lenders of
any such replacement of the Issuing Bank. At the time any such replacement shall
become effective, the Borrower shall pay all unpaid fees accrued for the account
of the replaced Issuing Bank pursuant to Section 2.12(b). From and after the
effective date of any such replacement, (i) the successor Issuing Bank shall
have all the rights and obligations of the Issuing Bank under this Agreement
with respect to Letters of Credit to be issued thereafter and (ii) references
herein to the term "Issuing Bank" shall be deemed to refer to such successor or
to any previous Issuing Bank, or to such successor and all previous Issuing
Banks, as the context shall require. After the replacement of the Issuing Bank
hereunder, the replaced Issuing Bank shall remain a party hereto and shall
continue to have all the rights and obligations of the Issuing Bank under this
Agreement with respect to Letters of Credit issued by it prior to such
replacement, but shall not be required to issue additional Letters of Credit.

         (j) Cash Collateralization. If any Event of Default shall occur and be
continuing, on the Business Day that the Borrower receives notice from the
Administrative Agent or the Required Lenders (or, if the maturity of the Loans
has been






                                                                              43


accelerated, Revolving Lenders with LC Exposure representing greater than 50% of
the aggregate LC Exposure) demanding the deposit of cash collateral pursuant to
this paragraph, the Borrower shall deposit in an account with the Collateral
Agent, in the name of the Collateral Agent and for the benefit of the Lenders,
an amount in cash equal to the LC Exposure as of such date plus any accrued and
unpaid interest thereon, provided that the obligation to deposit such cash
collateral shall become effective immediately, and such deposit shall become
immediately due and payable, without demand or other notice of any kind, upon
the occurrence of any Event of Default with respect to the Borrower described in
paragraph (h) or (i) of Section 7.01. The Borrower also shall deposit cash
collateral pursuant to this paragraph as and to the extent required by Section
2.11(b). Each such deposit shall be held by the Collateral Agent as collateral
for the payment and performance of the obligations of the Borrower under this
Agreement. The Collateral Agent shall have exclusive dominion and control,
including the exclusive right of withdrawal, over such account. Other than any
interest earned on the investment of such deposits (which investments shall be
made (i) at the option and sole discretion of (A) for so long as an Event of
Default shall be continuing, the Administrative Agent and (B) at any other time,
the Borrower, (ii) in Permitted Investments and (iii) at the Borrower's risk and
expense), such deposits shall not bear interest. Interest or profits, if any, on
such investments shall accumulate in such account. Moneys in such account shall
be applied by the Administrative Agent to reimburse the Issuing Bank for LC
Disbursements for which it has not been reimbursed and, to the extent not so
applied, shall be held for the satisfaction of the reimbursement obligations of
the Borrower for the LC Exposure at such time or, if the maturity of the Loans
has been accelerated (but subject to the consent of Revolving Lenders with LC
Exposure representing greater than 50% of the aggregate LC Exposure), be applied
to satisfy other obligations of the Borrower under this Agreement. If the
Borrower is required to provide an amount of cash collateral hereunder as a
result of the occurrence of an Event of Default, such amount (to the extent not
applied as aforesaid) shall be returned to the Borrower within three Business
Days after all Events of Default have been cured or waived. If the Borrower is
required to provide an amount of cash collateral pursuant to this paragraph as
required by Section 2.11(b), such amount (to the extent not applied as
aforesaid) shall be returned to the Borrower as and to the extent that, after
giving effect to such return, the Borrower would remain in compliance with
Section 2.11(b) and no Event of Default shall have occurred and be continuing.

         SECTION 2.06. Funding of Borrowings. (a) Each Lender shall make each
Loan to be made by it hereunder on the proposed date thereof by wire transfer of
immediately available funds by 12:00 noon, New York City time, to the account of
the Administrative Agent most recently designated by it for such purpose by
notice to the Lenders, provided that Swingline Loans shall be made as provided
in Section 2.04. The Administrative Agent will make such Loans available to the
Borrower by promptly crediting the amounts so received, in like funds, to an
account of the Borrower maintained with the Administrative Agent in New York
City and designated by the Borrower in the applicable Borrowing Request,
provided that ABR Revolving Loans made to finance the reimbursement of an LC
Disbursement as provided in Section 2.05(e) shall be remitted by the
Administrative Agent to the Issuing Bank.






                                                                              44


         (b) Unless the Administrative Agent shall have received notice from a
Lender prior to the proposed date of any Borrowing that such Lender will not
make available to the Administrative Agent such Lender's share of such
Borrowing, the Administrative Agent may assume that such Lender has made such
share available on such date in accordance with paragraph (a) of this Section
and may, in reliance upon such assumption, make available to the Borrower a
corresponding amount. In such event, if a Lender has not in fact made its share
of the applicable Borrowing available to the Administrative Agent, then the
applicable Lender and the Borrower severally agree to pay to the Administrative
Agent forthwith on demand such corresponding amount with interest thereon, for
each day from and including the date such amount is made available to the
Borrower to but excluding the date of payment to the Administrative Agent, at
(i) in the case of such Lender, the greater of the Federal Funds Effective Rate
and a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation or (ii) in the case of the Borrower,
the interest rate applicable to ABR Loans. If such Lender pays such amount to
the Administrative Agent, then such amount shall constitute such Lender's Loan
included in such Borrowing.

         SECTION 2.07. Interest Elections. (a) Each Revolving Borrowing and
Tranche B Term Borrowing initially shall be of the Type specified in the
applicable Borrowing Request and, in the case of a Eurodollar Borrowing, shall
have an initial Interest Period as specified in such Borrowing Request or as
designated by Section 2.03. Thereafter, the Borrower may elect to convert such
Borrowing to a different Type or to continue such Borrowing and, in the case of
a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in
this Section. The Borrower may elect different options with respect to different
portions of the affected Borrowing, in which case each such portion shall be
allocated ratably among the Lenders holding the Loans comprising such Borrowing,
and the Loans comprising each such portion shall be considered a separate
Borrowing. This Section shall not apply to Swingline Borrowings, which may not
be converted or continued.

         (b) To make an election pursuant to this Section, the Borrower shall
notify the Administrative Agent of such election by telephone by the time that a
Borrowing Request would be required under Section 2.03 if the Borrower were
requesting a Revolving Borrowing of the Type resulting from such election to be
made on the effective date of such election. Each such telephonic Interest
Election Request shall be irrevocable and shall be confirmed promptly by hand
delivery or telecopy to the Administrative Agent of a written Interest Election
Request signed by the Borrower.

         (c) Each telephonic and written Interest Election Request shall specify
the following information in compliance with Section 2.02:

                  (i) the Borrowing to which such Interest Election Request
         applies and, if different options are being elected with respect to
         different portions thereof, the portions thereof to be allocated to
         each resulting Borrowing (in which case the information to be specified
         pursuant to clauses (iii) and (iv) below shall be specified for each
         resulting Borrowing);





                                                                              45


                  (ii) the effective date of the election made pursuant to such
         Interest Election Request, which shall be a Business Day;

                  (iii) whether the resulting Borrowing is to be an ABR
         Borrowing or a Eurodollar Borrowing; and

                  (iv) if the resulting Borrowing is a Eurodollar Borrowing, the
         Interest Period to be applicable thereto after giving effect to such
         election, which shall be a period contemplated by the definition of the
         term "Interest Period".

If any such Interest Election Request requests a Eurodollar Borrowing but does
not specify an Interest Period, then the Borrower shall be deemed to have
selected an Interest Period of one month's duration.

         (d) Promptly following receipt of an Interest Election Request, the
Administrative Agent shall advise each Lender of the details thereof and of such
Lender's portion of each resulting Borrowing.

         (e) If the Borrower fails to deliver a timely Interest Election Request
with respect to a Eurodollar Borrowing prior to the end of the Interest Period
applicable thereto, then, unless such Borrowing is repaid as provided herein, at
the end of such Interest Period such Borrowing shall be converted to an ABR
Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default
has occurred and is continuing and the Administrative Agent, at the request of
the Required Lenders, so notifies the Borrower, then, so long as an Event of
Default is continuing, (i) no outstanding Borrowing may be converted to or
continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar
Borrowing shall be converted to an ABR Borrowing at the end of the Interest
Period applicable thereto.

         SECTION 2.08. Termination and Reduction of Commitments. (a) Unless
previously terminated, (i) the Tranche B Commitments shall terminate at 5:00
p.m., New York City time, on the Effective Date and (ii) the Revolving
Commitments shall terminate on the Revolving Maturity Date.

         (b) The Borrower may at any time terminate, or from time to time
reduce, the Commitments of any Class, provided that (i) each reduction of the
Commitments of any Class shall be in an amount that is an integral multiple of
$1,000,000 and not less than $5,000,000 (or, if less, the remaining amount of
the Revolving Commitments) and (ii) the Borrower shall not terminate or reduce
the Revolving Commitments if, after giving effect to any concurrent prepayment
of the Revolving Loans in accordance with Section 2.11, the aggregate Revolving
Exposures would exceed the aggregate Revolving Commitments.

         (c) The Borrower shall notify the Administrative Agent of any election
to terminate or reduce the Commitments under paragraph (b) of this Section at
least three Business Days prior to the effective date of such termination or
reduction, specifying such election and the effective date thereof. Promptly
following receipt of any notice, the







                                                                              46


Administrative Agent shall advise the Lenders of the contents thereof. Each
notice delivered by the Borrower pursuant to this Section shall be irrevocable,
provided that a notice of termination of the Revolving Commitments delivered by
the Borrower may state that such notice is conditioned upon the effectiveness of
other credit facilities, in which case such notice may be revoked by the
Borrower (by notice to the Administrative Agent on or prior to the specified
effective date) if such condition is not satisfied. Any termination or reduction
of the Commitments of any Class shall be permanent. Each reduction of the
Commitments of any Class shall be made ratably among the Lenders in accordance
with their respective Commitments of such Class.

         SECTION 2.09. Repayment of Loans; Evidence of Debt. (a) The Borrower
hereby unconditionally promises to pay (i) to the Administrative Agent for the
account of each Lender the then unpaid principal amount of each Revolving Loan
of such Lender on the Revolving Maturity Date, (ii) to the Administrative Agent
for the account of each Lender the then unpaid principal amount of each Tranche
B Term Loan of such Lender as provided in Section 2.10 and (iii) to the
Swingline Lender the then unpaid principal amount of each Swingline Loan on the
Revolving Maturity Date, provided that on each date that a Revolving Borrowing
is made, the Borrower shall repay all Swingline Loans that were outstanding on
the date such Borrowing was requested.

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

         (c) The Administrative Agent shall maintain accounts in which it shall
record (i) the amount of each Loan made hereunder, the Class and Type thereof
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 hereunder and (iii) the amount of any sum received by the Administrative
Agent hereunder for the account of the Lenders and each Lender's share thereof.

         (d) The entries made in the accounts maintained pursuant to paragraph
(b) or (c) of this Section shall be prima facie evidence of the existence and
amounts of the obligations recorded therein, provided that the failure of any
Lender or the Administrative Agent to maintain such accounts or any error
therein shall not in any manner affect the obligation of the Borrower to repay
the Loans in accordance with the terms of this Agreement.

         (e) Any Lender may request that Loans of any Class made by it be
evidenced by a promissory note. In such event, the Borrower shall prepare,
execute and deliver to such Lender a promissory note payable to the order of
such Lender (or, if requested by such Lender, to such Lender and its registered
assigns) and in a form approved by the Administrative Agent. Thereafter, the
Loans evidenced by such promissory note and interest thereon shall at all times
(including after assignment pursuant to Section 9.04) be represented by one or
more promissory notes in such form






                                                                              47


payable to the order of the payee named therein (or, if such promissory note is
a registered note, to such payee and its registered assigns).

         SECTION 2.10. Amortization of Tranche B Term Loans. (a) Subject to
adjustment pursuant to paragraph (c) of this Section, the Borrower shall repay
Tranche B Term Borrowings on each date set forth below in the aggregate
principal amount set forth opposite such date (as adjusted from time to time
pursuant to Section 2.10(c)):

         ----------------------------------------------------------------
         Date                                                     Amount
         ----                                                     ------
         ----------------------------------------------------------------
         March 31, 2005                                         $875,000
         ----------------------------------------------------------------
         June 30, 2005                                          $875,000
         ----------------------------------------------------------------
         September 30, 2005                                     $875,000
         ----------------------------------------------------------------
         December 30, 2005                                      $875,000
         ----------------------------------------------------------------
         March 31, 2006                                         $875,000
         ----------------------------------------------------------------
         June 30, 2006                                          $875,000
         ----------------------------------------------------------------
         September 29, 2006                                     $875,000
         ----------------------------------------------------------------
         December 29, 2006                                      $875,000
         ----------------------------------------------------------------
         March 30, 2007                                         $875,000
         ----------------------------------------------------------------
         June 29, 2007                                          $875,000
         ----------------------------------------------------------------
         September 28, 2007                                     $875,000
         ----------------------------------------------------------------
         December 31, 2007                                      $875,000
         ----------------------------------------------------------------
         March 31, 2008                                         $875,000
         ----------------------------------------------------------------
         June 30, 2008                                          $875,000
         ----------------------------------------------------------------
         September 30, 2008                                     $875,000
         ----------------------------------------------------------------
         December 31, 2008                                      $875,000
         ----------------------------------------------------------------
         March 31, 2009                                         $875,000
         ----------------------------------------------------------------
         June 30, 2009                                          $875,000
         ----------------------------------------------------------------
         September 30, 2009                                     $875,000
         ----------------------------------------------------------------
         December 31, 2009                                      $875,000
         ----------------------------------------------------------------
         March 31, 2010                                         $875,000
         ----------------------------------------------------------------
         June 30, 2010                                          $875,000
         ----------------------------------------------------------------
         September 30, 2010                                     $875,000
         ----------------------------------------------------------------
         December 31, 2010                                      $875,000
         ----------------------------------------------------------------
         March 31, 2011                                         $875,000
         ----------------------------------------------------------------
         June 30, 2011                                          $875,000
         ----------------------------------------------------------------
         September 30, 2011                                     $875,000
         ----------------------------------------------------------------
         November 30, 2011                                  $326,375,000
         ----------------------------------------------------------------

         (b) To the extent not previously paid, all Tranche B Term Loans shall
be due and payable on the Tranche B Maturity Date.

         (c) Any prepayment of a Tranche B Term Borrowing shall be applied (i)
in the case of prepayments made pursuant to Section 2.11(a), to reduce the
remaining scheduled repayments of Tranche B Borrowings pursuant to this Section
as directed by the Borrower and (ii) in the case of prepayments made pursuant to
Section 2.11(c) or Section 2.11(d), (A) first, to reduce, in direct order of
maturity, the scheduled repayments






                                                                              48


of the Tranche B Term Borrowings to be made pursuant to this Section on the four
consecutive scheduled payment dates next following the date of such prepayment
unless and until each such scheduled repayment has been eliminated as a result
of reductions hereunder and (B) second, to reduce ratably the remaining
scheduled repayments of the Tranche B Term Borrowings.

         (d) Prior to any repayment of any Tranche B Term Borrowings hereunder,
the Borrower shall select the Borrowing or Borrowings to be repaid and shall
notify the Administrative Agent by telephone (confirmed by telecopy) of such
selection not later than 11:00 a.m., New York City time, three Business Days
before the scheduled date of such repayment. Each repayment of a Borrowing shall
be applied ratably to the Loans included in the repaid Borrowing. Repayments of
Tranche B Term Borrowings shall be accompanied by accrued interest on the amount
repaid.

         SECTION 2.11. Prepayment of Loans. (a) The Borrower shall have the
right at any time and from time to time to prepay any Borrowing in whole or in
part, subject to the requirements of this Section.

         (b) In the event and on such occasion that the aggregate Revolving
Exposures exceeds the aggregate Revolving Commitments, the Borrower shall prepay
Revolving Borrowings or Swingline Borrowings (or, if no such Borrowings are
outstanding, deposit cash collateral in an account with the Collateral Agent
pursuant to Section 2.05(j)) in an aggregate amount equal to such excess.

         (c) In the event and on each occasion that any Net Proceeds are
received by or on behalf of Intermediate Holdings, the Borrower or any
Subsidiary in respect of any Prepayment Event, the Borrower shall, promptly
after such Net Proceeds are received by Intermediate Holdings, the Borrower or
such Subsidiary, prepay Tranche B Term Borrowings in an aggregate amount equal
to 100% of such Net Proceeds, provided that in the case of any event described
in clauses (a) or (b) of the definition of the term "Prepayment Event", if the
Borrower shall deliver to the Administrative Agent a certificate of a Financial
Officer to the effect that the Borrower and the Subsidiaries intend to apply the
Net Proceeds from such event (or a portion thereof specified in such
certificate), within 360 days after receipt of such Net Proceeds, to acquire
real property, equipment or other assets (excluding inventory) to be used in the
business of the Borrower and the Subsidiaries or to make Permitted Acquisitions,
and certifying that no Default has occurred and is continuing, then no
prepayment shall be required pursuant to this paragraph in respect of the Net
Proceeds specified in such certificate, except to the extent of any such Net
Proceeds therefrom that have not been so applied by the end of such 360-day
period, at which time a prepayment shall be required in an amount equal to such
Net Proceeds that have not been so applied.

         (d) Following the end of each fiscal year of the Borrower, commencing
with the fiscal year ending December 31, 2005, the Borrower shall prepay Tranche
B Term Borrowings in an aggregate amount equal to (i) 75% of Excess Cash Flow
during such fiscal year for any fiscal year for which the Leverage Ratio at the
end of such fiscal year is greater than or equal to 4.25 to 1.00, (ii) 50% of
Excess Cash Flow during such






                                                                              49


fiscal year for any fiscal year for which the Leverage Ratio at the end of such
fiscal year is less than 4.25 to 1.00 and greater than or equal to 3.25 to 1.00,
(iii) 25% of Excess Cash Flow during such fiscal year for any fiscal year for
which the Leverage Ratio at the end of such fiscal year is less than 3.25 to
1.00 and greater than or equal to 2.50 to 1.00 and (iv) 0% of Excess Cash Flow
for any fiscal year for which the Leverage Ratio at the end of such fiscal year
is less than 2.50 to 1.00. Each prepayment pursuant to this paragraph shall be
made no later than five days after the date on which financial statements are
delivered pursuant to Section 5.01 with respect to the fiscal year for which
Excess Cash Flow is being calculated (and in any event within 95 days after the
end of such fiscal year).

         (e) Prior to any optional or mandatory prepayment of Borrowings
hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid
and shall specify such selection in the notice of such prepayment pursuant to
paragraph (f) of this Section.

         (f) The Borrower shall notify the Administrative Agent (and, in the
case of prepayment of a Swingline Loan, the Swingline Lender) by telephone
(confirmed by telecopy) of any prepayment hereunder (i) in the case of
prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York City
time, three Business Days before the date of prepayment, (ii) in the case of
prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time,
one Business Day before the date of prepayment or (iii) in the case of
prepayment of a Swingline Loan, not later than 12:00 noon, New York City time,
on the date of prepayment. Each such notice shall be irrevocable and shall
specify the prepayment date, the principal amount of each Borrowing or portion
thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably
detailed calculation of the amount of such prepayment, provided that, if a
notice of optional prepayment is given in connection with a conditional notice
of termination of the Revolving Commitments as contemplated by Section 2.08,
then such notice of prepayment may be revoked if such notice of termination is
revoked in accordance with Section 2.08. Promptly following receipt of any such
notice (other than a notice relating solely to Swingline Loans), the
Administrative Agent shall advise the Lenders of the contents thereof. Each
partial prepayment of any Borrowing shall be in an amount that would be
permitted in the case of an advance of a Borrowing of the same Type as provided
in Section 2.02, except as necessary to apply fully the required amount of a
mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to
the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by
accrued interest to the extent required by Section 2.13.

         SECTION 2.12. Fees. (a) The Borrower agrees to pay to the
Administrative Agent for the account of each Lender a commitment fee, which
shall accrue at a rate equal to 0.50% per annum on the average daily unused
amount of each Revolving Commitment of such Lender during the period from and
including the Effective Date to but excluding the date on which the aggregate
Revolving Commitments terminate. Accrued commitment fees shall be payable in
arrears in respect of the Revolving Commitments, on the last Business Day of
March, June, September and December of each year and on the date on which the
Revolving Commitments terminate,





                                                                              50


commencing on the first such date to occur after the date hereof. All commitment
fees shall be computed on the basis of a year of 360 days and shall be payable
for the actual number of days elapsed (including the first day but excluding the
last day). For purposes of computing commitment fees with respect to Revolving
Commitments, a Revolving Commitment of a Lender shall be deemed to be used to
the extent of the outstanding Revolving Loans and LC Exposure of such Lender
(and the Swingline Exposure of such Lender shall be disregarded for such
purpose).

         (b) The Borrower agrees to pay (i) to the Administrative Agent for the
account of each Revolving Lender a participation fee with respect to its
participations in Letters of Credit, which shall accrue at the same Applicable
Rate used to determine the interest rate applicable to Eurodollar Revolving
Loans on the average daily amount of such Lender's LC Exposure (excluding any
portion thereof attributable to unreimbursed LC Disbursements) during the period
from and including the Effective Date to but excluding the later of the date on
which such Lender's Revolving Commitment terminates and the date on which such
Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting
fee, which shall accrue at a rate equal to 0.25% per annum on the average daily
amount of the LC Exposure (excluding any portion thereof attributable to
unreimbursed LC Disbursements) during the period from and including the
Effective Date to but excluding the later of the date of termination of the
Revolving Commitments and the date on which there ceases to be any LC Exposure,
as well as the Issuing Bank's standard fees with respect to the issuance,
amendment, renewal or extension of any Letter of Credit or processing of
drawings thereunder. Participation fees and fronting fees shall be payable on
the last Business Day of March, June, September and December of each year,
commencing on the first such date to occur after the Effective Date, provided
that all such fees shall be payable on the date on which the Revolving
Commitments terminate and any such fees accruing after the date on which the
Revolving Commitments terminate shall be payable on demand. Any other fees
payable to the Issuing Bank pursuant to this paragraph shall be payable within
10 days after demand. All participation fees and fronting fees shall be computed
on the basis of a year of 360 days and shall be payable for the actual number of
days elapsed (including the first day but excluding the last day).

         (c) The Borrower agrees to pay to the Administrative Agent, for its own
account, fees payable in the amounts and at the times separately agreed upon
between the Borrower and the Administrative Agent.

         (d) All fees payable hereunder shall be paid on the dates due, in
immediately available funds, to the Administrative Agent (or to the Issuing
Bank, in the case of fees payable to it) for distribution, in the case of
commitment fees and participation fees, to the Lenders entitled thereto. Fees
paid shall not be refundable under any circumstances.

         SECTION 2.13. Interest. (a) The Loans comprising each ABR Borrowing
(including each Swingline Loan) shall bear interest at the Alternate Base Rate
plus the Applicable Rate.





                                                                              51


         (b) The Loans comprising each Eurodollar Borrowing shall bear interest
at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing
plus the Applicable Rate.

         (c) Notwithstanding the foregoing, if any principal of or interest on
any Loan or any fee or other amount payable by the Borrower hereunder is not
paid when due, whether at stated maturity, upon acceleration or otherwise, such
overdue amount shall bear interest, after as well as before judgment, at a rate
per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the
rate otherwise applicable to such Loan as provided in the preceding paragraphs
of this Section or (ii) in the case of any other amount, 2% plus the rate
applicable to ABR Revolving Loans as provided in paragraph (a) of this Section.

         (d) Accrued interest on each Loan shall be payable by the Borrower in
arrears on each Interest Payment Date for such Loan and, in the case of
Revolving Loans, upon termination of the Revolving Commitments, provided that
(i) interest accrued pursuant to paragraph (c) of this Section shall be payable
on demand, (ii) in the event of any repayment or prepayment of any Loan (other
than a prepayment of an ABR Revolving Loan prior to the end of the Revolving
Availability Period), accrued interest on the principal amount repaid or prepaid
shall be payable on the date of such repayment or prepayment and (iii) in the
event of any conversion of any Eurodollar Loan prior to the end of the current
Interest Period therefor, accrued interest on such Loan shall be payable on the
effective date of such conversion.

         (e) All interest hereunder shall be computed on the basis of a year of
360 days, except that interest computed by reference to the Alternate Base Rate
at times when the Alternate Base Rate is based on the Prime Rate shall be
computed on the basis of a year of 365 days (or 366 days in a leap year), and in
each case shall be payable for the actual number of days elapsed (including the
first day but excluding the last day). The applicable Alternate Base Rate or
Adjusted LIBO Rate shall be determined by the Administrative Agent, and such
determination shall be conclusive absent manifest error.

         SECTION 2.14. Alternate Rate of Interest. If prior to the commencement
of any Interest Period for a Eurodollar Borrowing:

                  (a) the Administrative Agent determines (which determination
         shall be conclusive absent manifest error) that adequate and reasonable
         means do not exist for ascertaining the Adjusted LIBO Rate for such
         Interest Period; or

                  (b) the Administrative Agent is advised by the Required
         Lenders that the Adjusted LIBO Rate for such Interest Period will not
         adequately and fairly reflect the cost to such Lenders of making or
         maintaining their Loans included in such Borrowing for such Interest
         Period;

then the Administrative Agent shall give notice thereof to the Borrower and the
Lenders by telephone or telecopy as promptly as practicable thereafter and,
until the Administrative Agent notifies the Borrower and the Lenders that the
circumstances






                                                                              52


giving rise to such notice no longer exist, (i) any Interest Election Request
that requests the conversion of any Borrowing to, or continuation of any
Borrowing as, a Eurodollar Borrowing shall be ineffective and (ii) if any
Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made
as an ABR Borrowing.

         SECTION 2.15. Increased Costs. (a) If any Change in Law shall:

                  (i) impose, modify or deem applicable any reserve, special
         deposit or similar requirement against assets of, deposits with or for
         the account of, or credit extended by, any Lender (except any such
         reserve requirement reflected in the Adjusted LIBO Rate) or the Issuing
         Bank; or

                  (ii) impose on any Lender or the Issuing Bank or the London
         interbank market any other condition affecting this Agreement or
         Eurodollar Loans made by such Lender or any Letter of Credit or
         participation therein;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurodollar Loan (or of maintaining its
obligation to make any such Loan) or to increase the cost to such Lender or the
Issuing Bank of participating in, issuing or maintaining any Letter of Credit or
to reduce the amount of any sum received or receivable by such Lender or the
Issuing Bank hereunder (whether of principal, interest or otherwise), then the
Borrower will pay to such Lender or the Issuing Bank, as applicable, such
additional amount or amounts as will compensate such Lender or the Issuing Bank,
as applicable, for such additional costs incurred or reduction suffered.

         (b) If any Lender or the Issuing Bank determines that any Change in Law
regarding capital requirements has or would have the effect of reducing the rate
of return on such Lender's or the Issuing Bank's capital or on the capital of
such Lender's or the Issuing Bank's holding company, if any, as a consequence of
this Agreement or the Loans made by, or participations in Letters of Credit held
by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level
below that which such Lender or the Issuing Bank or such Lender's or the Issuing
Bank's holding company could have achieved but for such Change in Law (taking
into consideration such Lender's or the Issuing Bank's policies and the policies
of such Lender's or the Issuing Bank's holding company with respect to capital
adequacy), then from time to time the Borrower will pay to such Lender or the
Issuing Bank, as applicable, such additional amount or amounts as will
compensate such Lender or the Issuing Bank or such Lender's or the Issuing
Bank's holding company for any such reduction suffered.

         (c) A certificate of a Lender or the Issuing Bank setting forth the
amount or amounts necessary to compensate such Lender or the Issuing Bank or its
holding company, as applicable, as specified in paragraph (a) or (b) of this
Section shall be delivered to the Borrower and shall be conclusive absent
manifest error. The Borrower shall pay such Lender or the Issuing Bank, as
applicable, the amount shown as due on any such certificate within 10 days after
receipt thereof.





                                                                              53


         (d) Failure or delay on the part of any Lender or the Issuing Bank to
demand compensation pursuant to this Section shall not constitute a waiver of
such Lender's or the Issuing Bank's right to demand such compensation, provided
that the Borrower shall not be required to compensate a Lender or the Issuing
Bank pursuant to this Section for any increased costs or reductions incurred
more than 180 days prior to the date that such Lender or the Issuing Bank, as
applicable, notifies the Borrower of the Change in Law giving rise to such
increased costs or reductions and of such Lender's or the Issuing Bank's
intention to claim compensation therefor, provided further that, if the Change
in Law giving rise to such increased costs or reductions is retroactive, then
the 180-day period referred to above shall be extended to include the period of
retroactive effect thereof.

         SECTION 2.16. Break Funding Payments. In the event of (a) the payment
of any principal of any Eurodollar Loan other than on the last day of an
Interest Period applicable thereto (including as a result of an Event of
Default), (b) the conversion of any Eurodollar Loan other than on the last day
of the Interest Period applicable thereto, (c) the failure to borrow, convert,
continue or prepay any Revolving Loan or Tranche B Term Loan on the date
specified in any notice delivered pursuant hereto (regardless of whether such
notice may be revoked under Section 2.11(f) and is revoked in accordance
therewith), or (d) the assignment of any Eurodollar Loan other than on the last
day of the Interest Period applicable thereto as a result of a request by the
Borrower pursuant to Section 2.19, then, in any such event, the Borrower shall
compensate each Lender for the loss, cost and expense attributable to such
event. In the case of a Eurodollar Loan, such loss, cost or expense to any
Lender shall be deemed to include an amount determined by such Lender to be the
excess, if any, of (i) the amount of interest that would have accrued on the
principal amount of such Loan had such event not occurred, at the Adjusted LIBO
Rate that would have been applicable to such Loan, for the period from the date
of such event to the last day of the then current Interest Period therefor (or,
in the case of a failure to borrow, convert or continue, for the period that
would have been the Interest Period for such Loan), over (ii) the amount of
interest that would accrue on such principal amount for such period at the
interest rate that such Lender would bid were it to bid, at the commencement of
such period, for dollar deposits of a comparable amount and period from other
banks in the eurodollar market. A certificate of any Lender setting forth any
amount or amounts that such Lender is entitled to receive pursuant to this
Section shall be delivered to the Borrower and shall be conclusive absent
manifest error. The Borrower shall pay such Lender the amount shown as due on
any such certificate within 10 days after receipt thereof.

         SECTION 2.17. Taxes. (a) Any and all payments by or on account of any
obligation of the Borrower hereunder or under any other Loan Document shall be
made free and clear of and without deduction for any Indemnified Taxes or Other
Taxes, provided that if the Borrower shall be required to deduct any Indemnified
Taxes or Other Taxes from such payments, then (i) the sum payable shall be
increased as necessary so that after making all required deductions (including
deductions applicable to additional sums payable under this Section) the
Administrative Agent, Lender or Issuing Bank (as applicable) receives an amount
equal to the sum it would have received had no such deductions been made, (ii)
the Borrower shall make such deductions and (iii) the





                                                                              54


Borrower shall pay the full amount deducted to the relevant Governmental
Authority in accordance with applicable law.

         (b) In addition, the Borrower shall pay any Other Taxes to the relevant
Governmental Authority in accordance with applicable law.

         (c) The Borrower shall indemnify the Administrative Agent, each Lender
and the Issuing Bank, within 10 days after written demand therefor, for the full
amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent,
such Lender or the Issuing Bank, as applicable, on or with respect to any
payment by or on account of any obligation of the Borrower hereunder or under
any other Loan Document (including Indemnified Taxes or Other Taxes imposed or
asserted on or attributable to amounts payable under this Section) and any
penalties, interest and reasonable expenses arising therefrom or with respect
thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or
legally imposed or asserted by the relevant Governmental Authority. A
certificate as to the amount of such payment or liability delivered to the
Borrower by a Lender or the Issuing Bank, or by the Administrative Agent on its
own behalf or on behalf of a Lender or the Issuing Bank, shall be conclusive
absent manifest error.

         (d) As soon as reasonably practicable after any payment of Indemnified
Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower
shall deliver to the Administrative Agent the original or a certified copy of a
receipt (or if an original or certified copy is not available, such other
documentation as shall be reasonably satisfactory to the Administrative Agent)
issued by such Governmental Authority evidencing such payment, a copy of the
return reporting such payment or other evidence of such payment reasonably
satisfactory to the Administrative Agent.

         (e) Any Foreign Lender that is entitled to an exemption from or
reduction of withholding tax under the law of the jurisdiction in which the
Borrower is located, or any treaty to which such jurisdiction is a party, with
respect to payments under this Agreement shall deliver to the Borrower (with a
copy to the Administrative Agent), at the time or times prescribed by applicable
law, such properly completed and executed documentation prescribed by applicable
law or reasonably requested by the Borrower as will permit such payments to be
made without withholding or at a reduced rate. In addition, each Foreign Lender
shall deliver such documentation from time to time thereafter upon the
reasonable request of the Borrower or the Administrative Agent and promptly upon
notice of the Borrower of the obsolescence or invalidity of any form previously
delivered by such Foreign Lender. Each Foreign Lender shall notify the Borrower
as soon as reasonably practicable after it acquires actual knowledge that it is
no longer in a position to provide any previously delivered certificate to the
Borrower (or any other forms of certification adopted by the U.S. taxing
authorities for such purpose).

         (f) If the Administrative Agent or a Lender determines, in its sole
discretion exercised in good faith, that it has received a refund of any
Indemnified Taxes or Other Taxes as to which it has been indemnified by the
Borrower or with respect to which the Borrower has paid additional amounts
pursuant to this Section 2.17, it shall pay over such refund to the Borrower
(but only to the extent of indemnity payments made, or






                                                                              55


additional amounts paid, by the Borrower under this Section 2.17 with respect to
the Indemnified Taxes or Other Taxes giving rise to such refund), net of all
out-of-pocket expenses of the Administrative Agent or such Lender and without
interest (other than any interest paid by the relevant Governmental Authority
with respect to such refund), provided, that the Borrower, upon the request of
the Administrative Agent or such Lender, agrees to repay the amount paid over to
the Borrower (plus any penalties, interest or other charges imposed by the
relevant Governmental Authority) to the Administrative Agent or such Lender in
the event the Administrative Agent or such Lender is required to repay such
refund to such Governmental Authority. This Section shall not be construed to
require the Administrative Agent or any Lender to make available its tax returns
(or any other information relating to its taxes that it deems confidential) to
the Borrower or any other Person.

         SECTION 2.18. Payments Generally; Pro Rata Treatment; Sharing of
Set-offs. (a) The Borrower shall make each payment required to be made by it
hereunder or under any other Loan Document (whether of principal, interest, fees
or reimbursement of LC Disbursements, or of amounts payable under Section 2.15,
2.16 or 2.17, or otherwise) prior to the time expressly required hereunder or
under such other Loan Document for such payment (or, if no such time is
expressly required, prior to 12:00 noon, New York City time), on the date when
due, in immediately available funds, without set-off or counterclaim. Any
amounts received after such time on any date may, in the discretion of the
Administrative Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon. All such payments
shall be made to the Administrative Agent at its offices at 270 Park Avenue, New
York, New York, except payments to be made directly to the Issuing Bank or
Swingline Lender as expressly provided herein and except that payments pursuant
to Sections 2.15, 2.16, 2.17 and 9.03 shall be made directly to the Persons
entitled thereto and payments pursuant to other Loan Documents shall be made to
the Persons specified therein. The Administrative Agent shall distribute any
such payments received by it for the account of any other Person to the
appropriate recipient promptly following receipt thereof. If any payment under
any Loan Document shall be due on a day that is not a Business Day, the date for
payment shall be extended to the next succeeding Business Day, and, in the case
of any payment accruing interest, interest thereon shall be payable for the
period of such extension. All payments under each Loan Document shall be made in
dollars.

         (b) If at any time insufficient funds are received by and available to
the Administrative Agent to pay fully all amounts of principal, unreimbursed LC
Disbursements, interest and fees then due hereunder, such funds shall be applied
(i) first, towards payment of interest and fees then due hereunder, ratably
among the parties entitled thereto in accordance with the amounts of interest
and fees then due to such parties, and (ii) second, towards payment of principal
and unreimbursed LC Disbursements then due hereunder, ratably among the parties
entitled thereto in accordance with the amounts of principal and unreimbursed LC
Disbursements then due to such parties.

         (c) If any Lender shall, by exercising any right of set-off or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its






                                                                              56


Revolving Loans, Tranche B Term Loans or participations in LC Disbursements or
Swingline Loans resulting in such Lender receiving payment of a greater
proportion of the aggregate amount of its Revolving Loans, Tranche B Term Loans
and participations in LC Disbursements and Swingline Loans and accrued interest
thereon than the proportion received by any other Lender, then the Lender
receiving such greater proportion shall purchase (for cash at face value)
participations in the Revolving Loans, Tranche B Term Loans and participations
in LC Disbursements and Swingline Loans of other Lenders to the extent necessary
so that the benefit of all such payments shall be shared by the Lenders ratably
in accordance with the aggregate amount of principal of and accrued interest on
their respective Revolving Loans, Tranche B Term Loans and participations in LC
Disbursements and Swingline Loans, provided that (i) if any such participations
are purchased and all or any portion of the payment giving rise thereto is
recovered, such participations shall be rescinded and the purchase price
restored to the extent of such recovery, without interest, and (ii) the
provisions of this paragraph shall not be construed to apply to any payment made
by the Borrower pursuant to and in accordance with the express terms of this
Agreement or any payment obtained by a Lender as consideration for the
assignment of or sale of a participation in any of its Loans or participations
in LC Disbursements to any assignee or participant, other than to the Borrower
or any Subsidiary or Affiliate thereof (as to which the provisions of this
paragraph shall apply). The Borrower consents to the foregoing and agrees, to
the extent it may effectively do so under applicable law, that any Lender
acquiring a participation pursuant to the foregoing arrangements may exercise
against the Borrower rights of set-off and counterclaim with respect to such
participation as fully as if such Lender were a direct creditor of the Borrower
in the amount of such participation.

         (d) Unless the Administrative Agent shall have received notice from the
Borrower prior to the date on which any payment is due to the Administrative
Agent for the account of the Lenders or the Issuing Bank hereunder that the
Borrower will not make such payment, the Administrative Agent may assume that
the Borrower has made such payment on such date in accordance herewith and may,
in reliance upon such assumption, distribute to the Lenders or the Issuing Bank,
as applicable, the amount due. In such event, if the Borrower has not in fact
made such payment, then each of the Lenders or the Issuing Bank, as applicable,
severally agrees to repay to the Administrative Agent forthwith on demand the
amount so distributed to such Lender or Issuing Bank with interest thereon, for
each day from and including the date such amount is distributed to it to but
excluding the date of payment to the Administrative Agent, at the greater of the
Federal Funds Effective Rate and a rate determined by the Administrative Agent
in accordance with banking industry rules on interbank compensation.

         (e) If any Lender shall fail to make any payment required to be made by
it pursuant to Section 2.04(c), 2.05(d) or (e), 2.06(a), 2.18(d) or 9.03(c),
then the Administrative Agent may, in its discretion (notwithstanding any
contrary provision hereof), apply any amounts thereafter received by the
Administrative Agent for the account of such Lender to satisfy such Lender's
obligations under such Sections until all such unsatisfied obligations are fully
paid.





                                       57


         SECTION 2.19. Mitigation Obligations; Replacement of Lenders. (a) If
any Lender requests compensation under Section 2.15, or if the Borrower is
required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.17, then such
Lender shall use reasonable efforts to designate a different lending office for
funding or booking its Loans hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or affiliates, if, in the
reasonable judgment of such Lender, such designation or assignment (i) would
eliminate or materially reduce amounts payable pursuant to Section 2.15 or 2.17,
as applicable, in the future and (ii) would not subject such Lender to any
unreimbursed cost or expense and would not otherwise be disadvantageous to such
Lender in any material respect. The Borrower hereby agrees to pay all reasonable
costs and expenses incurred by any Lender in connection with any such
designation or assignment.

         (b) If any Lender requests compensation under Section 2.15, or if the
Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.17,
or if any Lender defaults in its obligation to fund Loans hereunder, then the
Borrower may, at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in
Section 9.04), all its interests, rights and obligations under this Agreement to
an assignee that shall assume such obligations (which assignee may be another
Lender, if a Lender accepts such assignment), provided that (i) the Borrower
shall have received the prior written consent of the Administrative Agent (and
if a Revolving Commitment is being assigned, the Issuing Bank and the Swingline
Lender), which consent shall not unreasonably be withheld, (ii) such Lender
shall have received payment of an amount equal to the outstanding principal of
its Loans and participations in LC Disbursements and Swingline Loans, accrued
interest thereon, accrued fees and all other amounts payable to it hereunder,
from the assignee (to the extent of such outstanding principal and accrued
interest and fees) or the Borrower (in the case of all other amounts) and (iii)
in the case of any such assignment resulting from a claim for compensation under
Section 2.15 or payments required to be made pursuant to Section 2.17, such
assignment will result in a material reduction in such compensation or payments.
A Lender shall not be required to make any such assignment and delegation if,
prior thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling the Borrower to require such assignment and delegation
cease to apply.

         SECTION 2.20. Incremental Extensions of Credit. At any time prior to
the Tranche B Maturity Date, subject to the terms and conditions set forth
herein, the Borrower may at any time and from time to time, by notice to the
Administrative Agent (whereupon the Administrative Agent shall promptly deliver
a copy of such notice to each of the Lenders), request to add additional term
loans (the "Incremental Extensions of Credit") in minimum principal amounts of
$25,000,000, provided that immediately prior to and after giving effect to any
Incremental Facility Amendment (as defined below), (a) no Default has occurred
or is continuing or shall result therefrom and (b) on a Pro Forma Basis, as of
the last day of the most recently ended fiscal quarter of the Borrower for which
financial statements are available, (i) the Borrower shall be in compliance with
the covenants contained in Sections 6.12 and 6.13, (ii) the Leverage Ratio shall
be less






                                                                              58


than 4.50 to 1.00 and (iii) the Senior Leverage Ratio shall be less than 3.00 to
1.00. The Incremental Extensions of Credit (a) shall be in an aggregate
principal amount not exceeding $225,000,000 (provided that at no time may the
sum of (x) the aggregate principal amount of Incremental Extensions of Credit
made pursuant to this Section 2.20 and (y) the aggregate principal amount of
Additional Senior Subordinated Notes issued pursuant to Section 6.01(a)(xii) and
outstanding at such time exceed $350,000,000), (b) shall rank pari passu or
junior in right of payment and right of security in respect of the Collateral
with the Tranche B Term Loans and (c) other than amortization, pricing and
maturity date, shall have the same terms as the Tranche B Term Loans as in
effect immediately prior to the effectiveness of the applicable Incremental
Facility Amendment, provided that (i) if the Applicable Rate (which, for such
purposes only, shall be deemed to include all upfront or similar fees or
original issue discount payable to all Lenders providing such Incremental
Extensions of Credit) relating to the Incremental Extensions of Credit exceed
the Applicable Rate (which, for such purposes only, shall be deemed to include
all upfront or similar fees or original issue discount payable to all Tranche B
Lenders) relating to the Tranche B Term Loans by more than 0.25%, the Applicable
Rate relating to the Tranche B Term Loans shall be adjusted to be equal to the
Applicable Rate (which, for such purposes only, shall be deemed to include all
upfront or similar fees or original issue discount payable to all Lenders
providing such Incremental Extensions of Credit) relating to the applicable
Incremental Extensions of Credit minus 0.25%, (ii) the Incremental Extensions of
Credit shall not have a final maturity date earlier than the Tranche B Maturity
Date and (iii) the Incremental Extensions of Credit shall not have a weighted
average life that is shorter than that of the then-remaining weighted average
life of the Tranche B Term Loans. The Borrower shall offer each Tranche B Lender
the opportunity to provide any requested Incremental Extension of Credit,
provided that no Tranche B Lender shall be obligated to provide any Incremental
Extension of Credit unless it so agrees. Any additional bank, financial
institution, Tranche B Lender or other Person that elects to extend Incremental
Extensions of Credit shall be reasonably satisfactory to the Borrower and the
Administrative Agent (any such bank, financial institution, Tranche B Lender or
other Person being called an "Additional Lender") and shall become a Lender
under this Agreement, pursuant to an amendment (an "Incremental Facility
Amendment") to this Agreement, giving effect to the modifications permitted by
this Section 2.20, and, as appropriate, the other Loan Documents, executed by
the Borrower, each Additional Lender and the Administrative Agent. Commitments
in respect of Incremental Extensions of Credit shall be Commitments under this
Agreement. An Incremental Facility Amendment may, without the consent of any
other Lenders, effect such amendments to this Agreement and the other Loan
Documents as may be necessary or appropriate, in the opinion of the
Administrative Agent, to effect the provisions of this Section 2.20 (including
voting provisions applicable to the Additional Lenders comparable to the
provisions of clause (B) of the second proviso of Section 9.02). The
effectiveness of any Incremental Facility Amendment shall be subject to the
satisfaction on the date thereof (each, an "Incremental Facility Closing Date")
of each of the conditions set forth in Section 4.02 (it being understood that
all references to "the date of such Borrowing" in such Section 4.02 shall be
deemed to refer to the Incremental Facility Closing Date). The proceeds of the
Incremental Extensions of Credit shall be used to make Domestic Permitted
Acquisitions (including payments of






                                                                              59


post-closing adjustments or earn-outs in connection therewith), to make
investments and expenditures permitted under Sections 6.04(p), 6.14(d) and
6.14(e) and for general corporate purposes of the Borrower and the Subsidiaries
(provided that no more than 50% of the Net Proceeds of the Incremental
Extensions of Credit may be used for general corporate purposes of the Borrower
and the Subsidiaries).


                                   ARTICLE III

                         Representations and Warranties

         Each of Intermediate Holdings and the Borrower represents and warrants
to the Lenders that:

         SECTION 3.01. Organization; Power. Each of Intermediate Holdings, the
Borrower and the Subsidiaries (a) is duly organized, validly existing and in
good standing under the laws of the jurisdiction of its organization, (b) has
all requisite power and authority to own its assets, to carry on its business as
now conducted and as proposed to be conducted and to execute, deliver and
perform its obligations under each Loan Document to which it is a party and (c)
except where the failure to do so, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect, is qualified to
do business in, and is in good standing in, every jurisdiction where such
qualification is required.

         SECTION 3.02. Authorization; Enforceability. The Transactions to be
entered into by each Loan Party have been duly authorized by all necessary
corporate or other action and, if required, stockholder action. This Agreement
has been duly executed and delivered by each of Intermediate Holdings and the
Borrower and constitutes, and each other Loan Document to which any Loan Party
is to be a party, when executed and delivered by such Loan Party, will
constitute, a legal, valid and binding obligation of Intermediate Holdings, the
Borrower or such Loan Party, as applicable, enforceable in accordance with its
terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium
or other laws affecting creditors' rights generally and subject to general
principles of equity, regardless of whether considered in a proceeding in equity
or at law.

         SECTION 3.03. Governmental Approvals; No Conflicts. The Transactions
(a) do not require any consent or approval of, registration or filing with, or
any other action by, any Governmental Authority, except such as have been
obtained or made and are in full force and effect and except filings necessary
to perfect Liens created under the Loan Documents, (b) will not violate any
Requirement of Law applicable to Intermediate Holdings, the Borrower, any of the
Subsidiaries or any Permitted Joint Venture, as applicable, (c) will not violate
or result in a default under any indenture or other material agreement or
instrument binding upon Intermediate Holdings, the Borrower, any of the
Subsidiaries or any Permitted Joint Venture or any of their respective assets,
or give rise to a right thereunder to require any payment to be made by
Intermediate Holdings, the Borrower, any of the Subsidiaries or any Permitted
Joint Venture or give rise to a right of, or result in, termination, cancelation
or acceleration of






                                                                              60


any material obligation thereunder, and (d) will not result in the creation or
imposition of any Lien on any asset of Intermediate Holdings, the Borrower, any
of the Subsidiaries or any Permitted Joint Venture, except Liens created under
the Loan Documents.

         SECTION 3.04. Financial Condition; No Material Adverse Change. (a) The
Borrower has heretofore furnished to the Lenders (i) its combined balance sheet
as of December 31, 2002, and December 31, 2003, (ii) its combined statements of
income, stockholders' equity and cash flows for the fiscal years ended December
31, 2001, December 31, 2002, and December 31, 2003, in the case of clauses (i)
and (ii), reported on by PricewaterhouseCoopers LLP, independent public
accountants, and (iii) its combined balance sheet and combined statements of
income, stockholders' equity and cash flows as of and for the nine months ended
September 30, 2004 (and the comparable period for the prior fiscal year), as
reviewed by PricewaterhouseCoopers LLP, independent public accounts, in
accordance with Statement on Auditing Standards No. 100. Such financial
statements present fairly, in all material respects, the financial position and
results of operations and cash flows of the Borrower and the Subsidiaries as of
such dates and for such periods in accordance with GAAP consistently applied,
subject to normal year-end audit adjustments and the absence of footnotes in the
case of the statements referred to in clause (ii) above.

         (b) The Borrower has heretofore furnished to the Lenders its pro forma
combined balance sheet as of September 30, 2004, prepared giving effect to the
Transactions as if the Transactions had occurred on such date. Such pro forma
combined balance sheet (i) has been prepared in good faith based on the same
assumptions used to prepare the pro forma financial statements included in the
Information Memorandum (which assumptions are believed by the Borrower to be
reasonable at the time made available to the Lenders and as of the Effective
Date), (ii) subject to the assumptions and qualifications described in the
Information Memorandum, accurately reflects all adjustments necessary to give
effect to the Transactions and (iii) presents fairly, in all material respects,
the pro forma financial position of the Borrower and the Subsidiaries as of
September 30, 2004 as if the Transactions had occurred on such date.

         (c) Except as disclosed in the financial statements referred to above
or the notes thereto or in the Information Memorandum and except for the
Disclosed Matters, after giving effect to the Transactions, none of Intermediate
Holdings, the Borrower or its Subsidiaries has, as of the Effective Date, any
material direct or contingent liabilities, unusual long-term commitments or
material unrealized losses.

         (d) There has not been any event, development or circumstance that has
had, or could reasonably be expected to have, individually or in the aggregate,
a material adverse effect on the business, condition (financial or otherwise) or
results of operations of Intermediate Holdings, the Borrower and the
Subsidiaries, taken as a whole, since December 31, 2003.

         SECTION 3.05. Properties. (a) Each of Intermediate Holdings, the
Borrower and the Subsidiaries has good title to, or valid leasehold interests
in, all its real and personal property material to its business (including its
Mortgaged Properties),






                                                                              61


except for minor defects in title that do not interfere with its ability to
conduct its business as currently conducted and as proposed to be conducted or
to utilize such properties for their intended purposes.

         (b) Each of Intermediate Holdings, the Borrower and the Subsidiaries
owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and
other intellectual property material to its business, and the use thereof by
Intermediate Holdings, the Borrower and the Subsidiaries does not infringe upon
the rights of any other Person, except for any such infringements that,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect.

         (c) Schedule 3.05 sets forth the address of each real property that is
owned or leased by Intermediate Holdings, the Borrower or any of the
Subsidiaries as of the Effective Date after giving effect to the Transactions.

         (d) As of the Effective Date, neither Intermediate Holdings or the
Borrower nor any of the Subsidiaries has received notice of, or has knowledge
of, any pending or contemplated condemnation proceeding affecting any Mortgaged
Property or any sale or disposition thereof in lieu of condemnation. Neither any
Mortgaged Property nor any interest therein is subject to any right of first
refusal, option or other contractual right to purchase such Mortgaged Property
or interest therein, except as permitted by Sections 6.02 and 6.05.

         SECTION 3.06. Litigation and Environmental Matters. (a) There are no
actions, suits or proceedings by or before any arbitrator or Governmental
Authority pending against or, to the knowledge of Intermediate Holdings, the
Borrower or any Subsidiary, threatened against or affecting Intermediate
Holdings, the Borrower or any Subsidiary that could reasonably be expected,
individually or in the aggregate, to (i) result in a Material Adverse Effect or
(ii) adversely affect in any material respect the ability of the Loan Parties to
consummate the Transactions.

         (b) Except for the Disclosed Matters and except with respect to any
other matters that, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect, neither Intermediate Holdings,
the Borrower nor any Subsidiary (i) has failed to comply with any Environmental
Law or to obtain, maintain or comply with any permit, license or other approval
required under any Environmental Law, (ii) has become subject to any
Environmental Liability, (iii) has received notice of any claim with respect to
any Environmental Liability or (iv) knows of any basis for any Environmental
Liability.

         SECTION 3.07. Compliance with Laws and Agreements. Each of Intermediate
Holdings, the Borrower and the Subsidiaries is in compliance with all material
Requirements of Law applicable to it or its property and all material
indentures, agreements and other instruments binding upon it or its property. No
Default has occurred and is continuing.








                                                                              62


         SECTION 3.08. Investment and Holding Company Status. Neither
Intermediate Holdings, the Borrower nor any Subsidiary is (a) an "investment
company" as defined in, or subject to regulation under, the Investment Company
Act of 1940 or (b) a "holding company" as defined in, or subject to regulation
under, the Public Utility Holding Company Act of 1935.

         SECTION 3.09. Taxes. Each of Intermediate Holdings, the Borrower and
the Subsidiaries has timely filed or caused to be filed all Tax returns and
reports required to have been filed and has paid or caused to be paid all Taxes
required to have been paid by it, except (a) any Taxes that are being contested
in good faith by appropriate proceedings and for which Intermediate Holdings,
the Borrower or such Subsidiary, as applicable, has set aside on its books
adequate reserves or (b) to the extent that the failure to do so could not
reasonably be expected to result in a Material Adverse Effect.

         SECTION 3.10. ERISA. No ERISA Event has occurred or is reasonably
expected to occur that, when taken together with all other such ERISA Events for
which liability is reasonably expected to occur, could reasonably be expected to
result in a Material Adverse Effect. The present value of all accumulated
benefit obligations of all underfunded Plans (based on the assumptions used for
purposes of Statement of Financial Accounting Standards No. 87) did not, as of
the date of the most recent financial statements reflecting such amounts, exceed
the fair market value of the assets of all such underfunded Plans by an amount
that could reasonably be expected to result in a Material Adverse Effect.

         SECTION 3.11. Disclosure. Neither the Information Memorandum nor any of
the other reports, financial statements, certificates or other information
furnished by or on behalf of any Loan Party to the Administrative Agent or any
Lender in connection with the negotiation of this Agreement or any other Loan
Document or delivered hereunder or thereunder (as modified or supplemented by
other information so furnished) contains any material misstatement of fact or
omits to state any material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading,
provided that, with respect to projected financial information, Intermediate
Holdings and the Borrower represent only that such information was prepared in
good faith based upon assumptions believed by it to be reasonable at the time
delivered and, if such projected financial information was delivered prior to
the Effective Date, as of the Effective Date.

         SECTION 3.12. Subsidiaries and Joint Ventures. Before giving effect to
the Acquisition, Intermediate Holdings does not have any subsidiaries other than
the Borrower and the Subsidiaries listed on Schedule 3.12(a). After giving
effect to the Acquisition, Intermediate Holdings does not have any subsidiaries
other than the Borrower, the Subsidiaries and the Controlled Joint Ventures
listed on Schedule 3.12(b) and Beck/Arnley Worldparts Corp. Schedule 3.12(b)
sets forth the name of, and the ownership interest of Intermediate Holdings in,
(a) each Subsidiary, including the Borrower (and identifies each Subsidiary that
is a Subsidiary Loan Party), and (b) each joint venture in which Intermediate
Holdings, the Borrower or any Subsidiary holds an Equity Interest, in each case
as of the Effective Date.




                                                                              63



         SECTION 3.13. Insurance. Schedule 3.13 sets forth a description of all
insurance maintained by or on behalf of Intermediate Holdings, the Borrower and
the Subsidiaries as of the Effective Date. As of the Effective Date, all
premiums due and payable in respect of such insurance have been paid.
Intermediate Holdings and the Borrower believe that the insurance maintained by
or on behalf of the Borrower and the Subsidiaries is adequate.

         SECTION 3.14. Labor Matters. As of the Effective Date, there are no
strikes, lockouts or slowdowns against Intermediate Holdings, the Borrower or
any Subsidiary pending or, to the knowledge of Intermediate Holdings or the
Borrower, threatened. The hours worked by and payments made to employees of
Intermediate Holdings, the Borrower and the Subsidiaries have not been in
violation of the Fair Labor Standards Act or any other applicable Federal,
state, local or foreign law dealing with such matters. All payments due from
Intermediate Holdings, the Borrower or any Subsidiary, or for which any claim
may be made against Intermediate Holdings, the Borrower or any Subsidiary, on
account of wages and employee health and welfare insurance and other benefits,
have been paid or accrued as a liability on the books of Intermediate Holdings,
the Borrower or such Subsidiary. The consummation of the Transactions will not
give rise to any right of termination or right of renegotiation on the part of
any union under any collective bargaining agreement to which Intermediate
Holdings, the Borrower or any Subsidiary is bound.

         SECTION 3.15. Solvency. Immediately after the consummation of the
Transactions to occur on the Effective Date (taking into account each Loan
Party's right to contribution and rights of subrogation) (a) the fair value of
the assets of each Loan Party, at a fair valuation, will exceed its debts and
liabilities, subordinated, contingent or otherwise, (b) the present fair
saleable value of the property of each Loan Party will be greater than the
amount that will be required to pay the probable liability of its debts and
other liabilities, subordinated, contingent or otherwise, as such debts and
other liabilities become absolute and matured, (c) each Loan Party will be able
to pay its debts and liabilities, subordinated, contingent or otherwise, as such
debts and liabilities become absolute and matured, and (d) each Loan Party will
not have unreasonably small capital with which to conduct the business in which
it is engaged as such business is now conducted and is proposed to be conducted
following the Effective Date.

         SECTION 3.16. Senior Indebtedness; Designated Senior Indebtedness. The
Obligations constitute "Senior Indebtedness" and "Designated Senior
Indebtedness" under and as defined in the Senior Subordinated Notes Documents
(and to the extent any Additional Senior Subordinated Notes are issued, the
Additional Senior Subordinated Notes Documents).

         SECTION 3.17. Collateral Matters. (a) Except as set forth on Schedule
3.17(a), when executed and delivered, the Collateral Agreement will be effective
to create in favor of the Collateral Agent for the ratable benefit of the
Secured Parties a valid and enforceable security interest in the Collateral
described therein and (i) when the Collateral described therein constituting
certificated securities (as defined in the Uniform Commercial Code) is delivered
to the Collateral Agent thereunder together with undated






                                                                              64


instruments of transfer duly endorsed in blank, the Collateral Agreement will
constitute a fully perfected Lien on, and security interest in, all right, title
and interest of the pledgors thereunder in such Collateral, prior and superior
in right to any other Person, and (ii) when financing statements in appropriate
form are filed in the offices specified in the Perfection Certificate, the
Collateral Agreement will constitute a fully perfected Lien on and security
interest in all right, title and interest of the Loan Parties in the remaining
Collateral described therein to the extent perfection can be obtained by filing
Uniform Commercial Code financing statements, prior and superior to the rights
of any other Person, except for rights secured by Liens expressly permitted by
Section 6.02.

         (b) When executed and delivered, each Foreign Pledge Agreement will be
effective to create in favor of the Collateral Agent for the ratable benefit of
the Secured Parties a valid and enforceable security interest in the Collateral
described therein and when the Collateral described therein constituting
certificated securities is delivered to the Collateral Agent thereunder and the
other actions, if any, specified in such Foreign Pledge Agreement are taken,
such Foreign Pledge Agreement will constitute a fully perfected Lien on, and
security interest in, all right, title and interest of the pledgor thereunder in
such Collateral, prior to and superior in right to any other Person, except for
rights secured by Liens expressly permitted by Section 6.02.

         (c) Each Mortgage, upon execution and delivery by the parties thereto,
will create in favor of the Collateral Agent, for the ratable benefit of the
Secured Parties, a legal, valid and enforceable Lien on all the applicable
mortgagor's right, title and interest in and to the Mortgaged Properties subject
thereto and the proceeds thereof, and when the Mortgages have been filed in the
jurisdictions specified in Schedule 3.17(c), the Mortgages will constitute a
fully perfected Lien on all right, title and interest of the mortgagors in the
Mortgaged Properties and the proceeds thereof, prior and superior in right to
any other Person (but subject to Liens or other encumbrances for which
exceptions are taken in the policies of title insurance delivered in respect of
the Mortgaged Properties and subject to Liens permitted under Section 6.02).

         (d) Upon the timely and proper recordation of the Collateral Agreement
(or a memorandum incorporating such Agreement) with the United States Patent and
Trademark Office and the United States Copyright Office, as applicable, the Lien
created under the Collateral Agreement will constitute a fully perfected Lien on
all right, title and interest of the Loan Parties in the Intellectual Property
(as defined in the Collateral Agreement) in which a security interest may be
perfected by filing with such agencies in the United States and its territories
and possessions, in each case prior and superior in right to any other Person,
subject to Liens permitted under Section 6.02 (it being understood that
subsequent recordings in the United States Patent and Trademark Office may be
necessary to perfect a Lien on registered trademarks, registered patents,
trademark applications and patent applications acquired by the Loan Parties
after the Effective Date, and subsequent recordings in the United States
Copyright Office may be necessary to perfect a Lien on copyright registrations
acquired by the Loan Parties after the Effective Date).






                                                                              65


         (e) Each Security Document other than the Collateral Agreement and the
Mortgages, when executed and delivered, will be effective under applicable law
to create in favor of the Collateral Agent for the ratable benefit of the
Secured Parties a valid and enforceable security interest in the Collateral
subject thereto, and will, upon the taking of any required action under
applicable law to perfect each Lien, constitute a fully perfected Lien on and
security interest in all right, title and interest of the Loan Parties in the
Collateral subject thereto, prior and superior to the rights of any other
Person, except for rights secured by Liens expressly permitted by Section 6.02.

         (f) As of the Effective Date, there does not exist any Subsidiary that
is organized under the laws of the United States other than Subsidiary Loan
Parties, Affinia Receivables and the Domestic Subsidiaries listed on Schedule
1.01(d).


                                   ARTICLE IV

                                   Conditions

         SECTION 4.01. Effective Date. The obligations of the Lenders to make
Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not
become effective until the date on which each of the following conditions is
satisfied (or waived in accordance with Section 9.02):

                  (a) The Administrative Agent shall have received from each
         party hereto either (i) a counterpart of this Agreement signed on
         behalf of such party or (ii) written evidence satisfactory to the
         Administrative Agent (which may include telecopy transmission of a
         signed signature page of this Agreement) that such party has signed a
         counterpart of this Agreement.

                  (b) The Administrative Agent shall have received a written
         opinion (addressed to the Administrative Agent and the Lenders and
         dated the Effective Date) of each of (i) Simpson Thacher & Bartlett
         LLP, counsel for Intermediate Holdings and the Borrower, substantially
         in the form of Exhibit B-1, (ii) the chief legal officer of
         Intermediate Holdings and the Borrower, substantially in the form of
         Exhibit B-2, (iii) local counsel in each jurisdiction where a
         Subsidiary Loan Party is organized or a Mortgaged Property is located,
         in form and substance reasonably satisfactory to the Administrative
         Agent, and (iv) with respect to each jurisdiction identified on
         Schedule 4.01(a), foreign counsel of the Borrower or the Administrative
         Agent qualified in such jurisdictions in form and substance reasonably
         satisfactory to the Administrative Agent, and, in the case of each such
         opinion required by this paragraph, covering such other matters
         relating to the Loan Parties, the Loan Documents or the Transactions as
         the Administrative Agent shall reasonably request. Intermediate
         Holdings and the Borrower hereby request such counsel to deliver such
         opinions.

                  (c) The Administrative Agent shall have received such
         documents and certificates as the Administrative Agent or its counsel
         may reasonably request





                                                                              66


         relating to the organization, existence and good standing of each Loan
         Party, the authorization of the Transactions and any other legal
         matters relating to the Loan Parties, the Loan Documents or the
         Transactions, all in form and substance reasonably satisfactory to the
         Administrative Agent.

                  (d) The Administrative Agent shall have received a
         certificate, dated the Effective Date and signed by a Financial
         Officer, confirming compliance with the conditions set forth in
         paragraphs (a) and (b) of Section 4.02 (other than, with respect to
         paragraph (a) of Section 4.02, the representation and warranty set
         forth in paragraph (d) of Section 3.04, which representation and
         warranty need not be made on the Effective Date).

                  (e) The Administrative Agent shall have received all fees and
         other amounts due and payable on or prior to the Effective Date,
         including, to the extent invoiced, reimbursement or payment of all
         out-of-pocket expenses (including fees, charges and disbursements of
         counsel) required to be reimbursed or paid by any Loan Party hereunder
         or under any other Loan Document.

                  (f) The Collateral and Guarantee Requirement shall have been
         satisfied and the Administrative Agent shall have received a completed
         Perfection Certificate dated the Effective Date and signed by the chief
         financial officer and chief legal officer of the Borrower, together
         with all attachments contemplated thereby, including the results of a
         search of the Uniform Commercial Code (or equivalent) filings made with
         respect to the Loan Parties in the jurisdictions contemplated by the
         Perfection Certificate and copies of the financing statements (or
         similar documents) disclosed by such search and evidence reasonably
         satisfactory to the Administrative Agent that the Liens indicated by
         such financing statements (or similar documents) are permitted by
         Section 6.02 or have been released, provided that, notwithstanding
         anything to the contrary set forth in this paragraph (f), the Equity
         Interests of the Foreign Subsidiaries identified on Schedules
         4.01(f)(i) and 4.01(f)(ii) shall not be required to be pledged to the
         Collateral Agent pursuant to the terms of the Collateral Agreement or a
         Foreign Pledge Agreement on the Effective Date and shall only be
         required to be pledged to the Collateral Agent following the Effective
         Date to the extent required by the terms of Section 5.13(c) or Section
         5.13(d), as applicable.

                  (g) The Administrative Agent shall have received evidence that
         the insurance required by Section 5.07 and the Security Documents is in
         effect and that the related insurance policies have been endorsed or
         otherwise amended to include a customary lender's loss payable
         endorsement and to name the Collateral Agent as additional insured, in
         each case in form and substance reasonably satisfactory to the
         Administrative Agent.

                  (h) Holdings shall have received not less than $350,000,000 in
         gross cash proceeds as a result of the Equity Contribution. Holdings
         shall have contributed all such cash proceeds to Intermediate Holdings
         in the form of common equity, and Intermediate Holdings shall have
         contributed all such cash proceeds to the





                                                                              67

         Borrower in the form of common equity.

                  (i) The Borrower shall have received (or simultaneously with
         the initial funding of the Loans shall receive) gross cash proceeds of
         not less than $300,000,000 from the issuance of the Senior Subordinated
         Notes. The terms and conditions of the Senior Subordinated Notes and
         the form and substance of the Senior Subordinated Notes Documents shall
         be reasonably satisfactory to the Agents. The Administrative Agent
         shall have received copies of the Senior Subordinated Notes Documents,
         certified by a Financial Officer as complete and correct.

                  (j) The Borrower shall have received (or simultaneously with
         the initial funding of the Loans shall receive) gross cash proceeds of
         not less than $75,000,000 from the initial funding under the Effective
         Date Receivables Securitization. The Effective Date Receivables
         Securitization Documents shall be reasonably satisfactory to the
         Agents. The Administrative Agent shall have received copies of the
         Effective Date Receivables Securitization Documents, certified by a
         Financial Officer as complete and correct.

                  (k) All material consents and approvals required to be
         obtained from any Governmental Authority or other Person in connection
         with the Acquisition shall have been obtained, and all applicable
         waiting periods and appeal periods shall have expired, in each case
         without the imposition of any materially burdensome conditions.

                  (l) The Acquisition shall have been (or simultaneously with
         the initial funding of the Loans shall be) consummated in accordance
         with applicable law in all material respects and all material
         Acquisition Documents (and the Agents shall be reasonably satisfied
         with respect to any divestiture of assets or similar action in response
         to the order or request of regulatory authorities). The Agents shall be
         reasonably satisfied that the material conditions to the Borrower's
         obligations set forth in the Purchase Agreement shall have been
         satisfied without giving effect to any waiver or amendment (including
         any modification to any material Acquisition Document in agreed form on
         the date of execution of the Purchase Agreement) that is materially
         adverse to the Lenders. The Administrative Agent shall have received
         copies of the Acquisition Documents and all certificates, opinions and
         other documents delivered thereunder, certified by a Financial Officer
         as complete and correct.

                  (m) The Transactions shall have been consummated in a manner
         consistent with the Sources and Uses table set forth in Schedule
         4.01(m) (the "Sources and Uses Table"). The fees and expenses relating
         to the Transactions shall not exceed $55,000,000.

                  (n) The Lenders shall have received (i) the financial
         statements referred to in Section 3.04(a), (ii) to the extent available
         to management of the Business, monthly financial data generated by the
         internal accounting systems of the





                                                                              68


         Business, for use by senior and financial management of the Business in
         the management of the Business for each month ended after September 30,
         2004 and prior to the Effective Date and (iii) all other financial
         statements for completed or pending acquisitions by or of the Business
         that may be required under Regulation S-X of the Securities Act. The
         financial statements and financial information provided pursuant to
         this clause (n) shall not be materially inconsistent with the financial
         statements or forecasts previously provided to the Lenders for the same
         periods.

                  (o) The Lenders shall have received a pro forma combined
         balance sheet of Holdings and its consolidated subsidiaries as of
         September 30, 2004 and pro forma combined income statements for (i) the
         fiscal year ended December 31, 2003, (ii) the nine months ended
         September 30, 2003 and September 30, 2004, and (iii) the twelve months
         ended September 30, 2004, in each case adjusted to give effect to the
         consummation of the Transactions as if the Transactions, with respect
         to the pro forma balance sheet, had occurred on such date or, with
         respect to the pro forma income statements, had occurred on the first
         day of the periods presented. Such pro forma balance sheet and pro
         forma income statements shall be based upon assumptions consistent in
         all material respects with Sources and Uses Table and the forecasts
         previously provided to the Lenders. Such pro forma income statement for
         the nine months ended September 30, 2004 shall be accompanied by a
         forecast in a form reasonably satisfactory to the Agents prepared in
         good faith by the Borrower of Consolidated EBITDA for the remainder of
         the fiscal year ending December 31, 2004, with appropriate supporting
         details.

                  (p) The Administrative Agent shall have received a
         certificate, dated the Effective Date and signed by a Financial
         Officer, certifying that Consolidated EBITDA for the period of four
         consecutive fiscal quarters ended September 30, 2004, calculated on a
         Pro Forma Basis to give effect to the Transactions is not less than
         $165,000,000.

                  (q) The Administrative Agent shall have received a customary
         letter, from the chief financial officer of the Borrower, in form and
         substance reasonably satisfactory to the Administrative Agent, that
         shall document the solvency of Intermediate Holdings, the Borrower and
         the Subsidiary Loan Parties after giving effect to the Transactions.

                  (r) The Administrative Agent shall have received a certificate
         of a Financial Officer, certifying that there has not occurred any
         event, development or circumstance that has had or would reasonably be
         expected to have, individually or in the aggregate, a Closing Material
         Adverse Effect since December 31, 2003. For purposes of this clause
         (r), "Closing Material Adverse Effect" means any state of facts,
         change, event or effect that is materially adverse to (i) the condition
         (financial or otherwise), (ii) results of operations, (iii) business,
         (iv) properties, (v) assets or (vi) liabilities (whether accrued,
         absolute, contingent or otherwise, and whether or not due or to become
         due or asserted or unasserted) of Holdings,





                                                                              69


         Intermediate Holdings, the Borrower, the Subsidiaries and the Business,
         taken as a whole, except that any such state of facts, change, event or
         effect resulting from or arising out of (a) changes or developments in
         law (including any statute, constitutional provision, code, ordinance,
         rule, regulation, directive, concession, order or other requirement or
         guideline of any country or subdivision thereof) or changes or
         developments in the enforcement thereof, (b) changes or developments in
         international, national, regional, state or local wholesale or retail
         markets for automotive aftermarket products, (c) changes or
         developments in financial or securities markets or the economy in
         general, including changes in currency exchange or interest rates, or
         (d) changes or developments resulting from acts of terrorism or war
         (whether or not declared), except to the extent causing damage to the
         properties and assets of Holdings, Intermediate Holdings, the Borrower
         or the Business, shall not constitute a Closing Material Adverse
         Effect, except, in the case of clauses (a) through (d), to the extent
         such changes or developments have a materially disproportionate effect
         on Holdings, Intermediate Holdings, the Borrower and the Business
         relative to other persons or entities engaged in the manufacture and
         sale of products that are within the scope of the Business as presently
         conducted. In determining whether there has been a "Closing Material
         Adverse Effect", both the adverse and the favorable aspects of any
         state of facts, change, event or effect on the elements set forth in
         clauses (i) through (vi) of the previous sentence shall be considered
         taken as a whole, although a "Closing Material Adverse Effect" may
         arise from adverse aspects that relate to less than all (including only
         one) of such elements (with such adverse aspects considered in light of
         the favorable aspects of the elements set forth in clauses (i) through
         (vi) of the previous sentence taken together as a whole).

                  (s) The Agents shall have received all documentation and other
         information requested by them to satisfy the requirements of bank
         regulatory authorities under applicable "know your customer" and
         anti-money laundering rules and regulations, including the USA Patriot
         Act.

The Administrative Agent shall notify the Borrower and the Lenders of the
Effective Date, and such notice shall be conclusive and binding. Notwithstanding
the foregoing, the obligations of the Lenders to make Loans and of the Issuing
Bank to issue Letters of Credit hereunder shall not become effective unless each
of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at
or prior to 5:00 p.m., New York City time, on December 31, 2004 (and, in the
event such conditions are not so satisfied or waived, the Commitments shall
terminate at such time).

         SECTION 4.02. Each Credit Event. The obligation of each Lender to make
any Loan and of the Issuing Bank to issue, amend, renew or extend any Letter of
Credit, is subject to receipt of the request therefor in accordance herewith and
to the satisfaction of the following conditions:

                  (a) The representations and warranties of each Loan Party set
         forth in the Loan Documents shall be true and correct in all material
         respects, in each case on and as of the date of such Borrowing or the
         date of issuance, amendment, renewal








                                                                              70


         or extension of such Letter of Credit, as applicable, except to the
         extent such representations and warranties expressly relate to an
         earlier date (in which case such representations and warranties shall
         be true and correct in all material respects as of such earlier date).

                  (b) At the time of and immediately after giving effect to such
         Borrowing or the issuance, amendment, renewal or extension of such
         Letter of Credit, as applicable, no Default shall have occurred and be
         continuing.

Each Borrowing and each issuance, amendment, renewal or extension of a Letter of
Credit shall be deemed to constitute a representation and warranty by
Intermediate Holdings and the Borrower on the date thereof as to the matters
specified in paragraphs (a) and (b) of this Section.


                                   ARTICLE V

                              Affirmative Covenants

         Until the Commitments have expired or been terminated and the principal
of and interest on each Loan and all fees, expenses and other amounts payable
under any Loan Document shall have been paid in full and all Letters of Credit
shall have expired or terminated and all LC Disbursements shall have been
reimbursed, each of Intermediate Holdings and the Borrower covenants and agrees
with the Lenders that:

         SECTION 5.01. Financial Statements and Other Information. The Borrower
will furnish to the Administrative Agent (for prompt distribution to each
Lender):

                  (a) within 90 days (or such shorter period as the SEC shall
         specify for the filing of annual reports on Form 10-K) after the end of
         each fiscal year of the Borrower, its audited consolidated balance
         sheet and consolidated statements of income, stockholders' equity and
         cash flows as of the end of and for such fiscal year, and the related
         notes thereto, setting forth in each case in comparative form the
         figures for the previous fiscal year, all reported on by independent
         public accountants of recognized national standing (without a "going
         concern" or like qualification or exception and without any
         qualification or exception as to the scope of such audit) to the effect
         that such consolidated financial statements present fairly in all
         material respects the financial condition and results of operations of
         the Borrower and the Subsidiaries on a consolidated basis in accordance
         with GAAP consistently applied;

                  (b) within 45 days (or such shorter period as the SEC shall
         specify for the filing of quarterly reports on Form 10-Q) after the end
         of each of the first three fiscal quarters of each fiscal year of the
         Borrower, its consolidated balance sheet and consolidated statements of
         income, stockholders' equity and cash flows as of the end of and for
         such fiscal quarter and the then-elapsed portion of the fiscal year,
         setting forth in each case in comparative form the figures for the






                                                                              71


         corresponding period or periods of (or, in the case of the balance
         sheet, as of the end of) the previous fiscal year, all certified by a
         Financial Officer as presenting fairly in all material respects the
         financial condition and results of operations of the Borrower and the
         Subsidiaries on a consolidated basis in accordance with GAAP
         consistently applied, subject to normal year-end audit adjustments and
         the absence of footnotes;

                  (c) concurrently with any delivery of financial statements
         under paragraph (a) or (b) above, a certificate of a Financial Officer
         (i) certifying as to whether a Default has occurred and, if a Default
         has occurred, specifying the details thereof and any action taken or
         proposed to be taken with respect thereto, (ii) setting forth
         reasonably detailed calculations (A) demonstrating compliance with
         Sections 6.12, 6.13 and 6.14 and (B) in the case of financial
         statements delivered under paragraph (a) above for any fiscal year
         ending on or after December 31, 2005, of Excess Cash Flow for such
         fiscal year and (iii) stating whether any change in GAAP or in the
         application thereof has occurred since the date of the Borrower's
         audited financial statements referred to in Section 3.04 and, if any
         such change has occurred, specifying the effect of such change on the
         financial statements accompanying such certificate;

                  (d) concurrently with any delivery of financial statements
         under paragraph (a) above, a certificate of the accounting firm that
         reported on such financial statements stating whether they obtained
         knowledge during the course of their examination of such financial
         statements of any Default and, if such knowledge has been obtained,
         describing such Default (which certificate may be limited to the extent
         required by accounting rules or guidelines);

                  (e) within 60 days after the commencement of each fiscal year
         of the Borrower, a detailed consolidated budget for such fiscal year
         (including a projected consolidated balance sheet and consolidated
         statements of income, stockholders' equity and cash flows as of the end
         of and for such fiscal year and setting forth the assumptions used for
         purposes of preparing such budget) and, promptly when available, any
         significant revisions of such budget;

                  (f) promptly after the same become publicly available, copies
         of all periodic and other reports, proxy statements and other materials
         filed by Intermediate Holdings, the Borrower or any Subsidiary with the
         SEC or with any national securities exchange, as applicable; and

                  (g) promptly following any request therefor, such other
         information regarding the operations, business affairs and financial
         condition of Intermediate Holdings, the Borrower or any Subsidiary or
         any Plan, or compliance with the terms of any Loan Document, as the
         Administrative Agent or any Lender may reasonably request.






                                                                              72


         SECTION 5.02. Notices of Material Events. Intermediate Holdings and the
Borrower will furnish to the Administrative Agent (for distribution to each
Lender), prompt written notice of the following:

                  (a) the occurrence of any Default;

                  (b) the filing or commencement of any action, suit or
         proceeding by or before any arbitrator or Governmental Authority
         against or affecting Intermediate Holdings, the Borrower, any of their
         respective Affiliates that, if adversely determined, could reasonably
         be expected to result in a Material Adverse Effect;

                  (c) the occurrence of any ERISA Event or any fact or
         circumstance that gives rise to a reasonable expectation that any ERISA
         Event will occur that, in either case, alone or together with any other
         ERISA Events that have occurred, could reasonably be expected to result
         in liability of Intermediate Holdings, the Borrower and the
         Subsidiaries in an aggregate amount exceeding $5,000,000; and

                  (d) any other development that results in, or could reasonably
         be expected to result in, a Material Adverse Effect.

Each notice delivered under this Section shall be accompanied by a statement of
a Financial Officer setting forth the details of the event or development
requiring such notice and any action taken or proposed to be taken with respect
thereto.

         SECTION 5.03. Information Regarding Collateral. (a) The Borrower will
furnish to the Collateral Agent prompt written notice of any change (i) in any
Loan Party's corporate name, (ii) in the jurisdiction of incorporation or
organization of any Loan Party or (iii) in any Loan Party's organizational
identification number. The Borrower agrees not to effect or permit any change
referred to in the preceding sentence unless all filings have been made under
the Uniform Commercial Code or otherwise that are required in order for the
Collateral Agent to continue at all times following such change to have a valid,
legal and perfected security interest in all the Collateral. The Borrower also
agrees promptly to notify the Collateral Agent if any material portion of the
Collateral is damaged or destroyed.

         (b) Each year at the time of delivery of annual financial statements
pursuant to Section 5.01(a), the Borrower shall deliver to the Collateral Agent
a certificate of a Financial Officer and the chief legal officer of the Borrower
setting forth the information required pursuant to Sections 1 and 2 of the
Perfection Certificate or confirming that there has been no change in such
information since the date of the Perfection Certificate delivered on the
Effective Date or the date of the most recent certificate delivered pursuant to
this Section, provided that the Borrower shall deliver the certificate required
by this Section 5.03(b) with respect to Sections 1(a), 1(c), 1(e), 1(f) and 2(f)
of the Perfection Certificate on a quarterly basis at the time of delivery of
financial statements pursuant to Sections 5.01(a) and (b).

         SECTION 5.04. Existence; Conduct of Business. Each of Intermediate
Holdings and the Borrower will, and will cause each of the Subsidiaries to, do
or cause to





                                                                              73


be done all things necessary to preserve, renew and keep in full force and
effect its legal existence and the rights, qualifications, permits, approvals,
authorizations, licenses, franchises, patents, copyrights, trademarks and trade
names material to the conduct of its business, provided that the foregoing shall
not prohibit any merger, consolidation, liquidation or dissolution permitted
under Section 6.03, and provided further that the foregoing shall not prohibit
Intermediate Holdings, the Borrower or any of the Subsidiaries from causing or
permitting the expiration, abandonment, impairment or invalidation of any
rights, qualifications, permits, approvals, authorizations, licenses,
franchises, patents, copyrights, trademarks or tradenames, or from failing to
renew, abandoning, impairing or permitting to expire any applications or
registrations for any of such item, if, in Intermediate Holdings', the
Borrower's or such Subsidiary's, as applicable, reasonable good faith judgment,
such item is no longer material to the conduct of its business.

         SECTION 5.05. Payment of Taxes. Each of Intermediate Holdings and the
Borrower will, and will cause each of the Subsidiaries to, pay its Tax
liabilities, before the same shall become delinquent or in default, except where
(a) the validity or amount thereof is being contested in good faith by
appropriate proceedings, (b) Intermediate Holdings, the Borrower or such
Subsidiary has set aside on its books adequate reserves with respect thereto in
accordance with GAAP, (c) such contest effectively suspends collection of the
contested obligation and the enforcement of any Lien securing such obligation
and (d) the failure to make payment pending such contest could not reasonably be
expected to result in a Material Adverse Effect.

         SECTION 5.06. Maintenance of Properties. Each of Intermediate Holdings
and the Borrower will, and will cause each of the Subsidiaries to, keep and
maintain all property material to the conduct of its business in good working
order and condition, ordinary wear and tear excepted.

         SECTION 5.07. Insurance. Each of Intermediate Holdings and the Borrower
will, and will cause each of the Subsidiaries to, maintain, with financially
sound and reputable insurance companies, (a) insurance in such amounts (with no
greater risk retention) and against such risks as are customarily maintained by
companies of established repute engaged in the same or similar businesses
operating in the same or similar locations and (b) all insurance required to be
maintained pursuant to the Security Documents. The Borrower will furnish to the
Lenders, upon request of the Administrative Agent, information in reasonable
detail as to the insurance so maintained.

         SECTION 5.08. Casualty and Condemnation. The Borrower (a) will furnish
to the Administrative Agent and the Lenders prompt written notice of any
casualty or other insured damage to any material portion of the Collateral or
the commencement of any action or proceeding for the taking of any material
portion of the Collateral or interest therein under power of eminent domain or
by condemnation or similar proceeding and (b) will ensure that the Net Proceeds
of any such event (whether in the form of insurance proceeds, condemnation
awards or otherwise) are collected and applied in accordance with the applicable
provisions of this Agreement and the Security Documents.






                                                                              74


         SECTION 5.09. Books and Records; Inspection and Audit Rights. Each of
Intermediate Holdings and the Borrower will, and will cause each of the
Subsidiaries to, keep proper books of record and account in accordance with
GAAP, consistently applied, and in accordance with the internal controls of the
Borrower and the Subsidiaries. Each of Intermediate Holdings and the Borrower
will, and will cause each of the Subsidiaries to, permit any representatives
designated by the Administrative Agent or any Lender, upon reasonable prior
notice, to visit and inspect its properties during normal business hours, to
examine and make extracts from its books and records, including environment
assessment reports and Phase I or Phase II studies, and to discuss its affairs,
finances and condition with its officers and independent accountants, all at
such reasonable times and as often as reasonably requested (subject to
reasonable requirements of confidentiality, including requirements imposed by
law or by contract), provided that an officer of the Borrower may attend any
such discussions with such accountants.

         SECTION 5.10. Compliance with Laws. Each of Intermediate Holdings and
the Borrower will, and will cause each of the Subsidiaries to, comply with all
Requirements of Law, including Environmental Laws, applicable to it or its
property, except where the failure to do so, individually or in the aggregate,
could not reasonably be expected to result in a Material Adverse Effect.

         SECTION 5.11. Use of Proceeds and Letters of Credit. The proceeds of
the Tranche B Term Loans will be used only for (a) first, the payment of the
Transaction Costs and (b) second, together with (x) the proceeds of the Equity
Contribution, (y) the proceeds of the Senior Subordinated Notes and (z) the
proceeds of the amounts funded under the Effective Date Receivables
Securitization on the Effective Date, to pay the Cash Purchase Price and make
the Beck/Arnley Contribution. The proceeds of the Revolving Loans, Swingline
Loans and Letters of Credit will be used only for working capital and for other
general corporate purposes, provided that up to $20,000,000 aggregate principal
amount of Revolving Loans made on the Effective Date may be used to make the
Current Asset Payments, to make VAT payments in connection with the Acquisition
and for other general corporate purposes. No part of the proceeds of any Loan
and no Letter of Credit will be used, whether directly or indirectly, for any
purpose that entails a violation of any of the Regulations of the Board,
including Regulations T, U and X, or for the purpose of purchasing or carrying
Margin Stock (as defined within the meaning of Regulation U).

         SECTION 5.12. Additional Subsidiaries. If any additional Subsidiary is
formed or acquired after the Effective Date, the Borrower will, promptly after
such Subsidiary is formed or acquired, notify the Collateral Agent and the
Lenders (through the Administrative Agent) thereof and cause the Collateral and
Guarantee Requirement to be satisfied with respect to such Subsidiary (if it is
a Subsidiary Loan Party) and with respect to any Equity Interest in or
Indebtedness of such Subsidiary owned by or on behalf of any Loan Party,
provided that the terms of this Section 5.12 shall not be required to be
satisfied with respect to any SPE Subsidiary until the consummation of the
Permitted Securitization to which such SPE Subsidiary relates.






                                                                              75


         SECTION 5.13. Further Assurances. (a) Each of Intermediate Holdings and
the Borrower will, and will cause each Subsidiary Loan Party to, execute any and
all further documents, financing statements, agreements and instruments, and
take all such further actions (including the filing and recording of financing
statements, fixture filings, mortgages, deeds of trust and other documents),
which may be required under any applicable law, or which the Administrative
Agent or the Required Lenders may reasonably request, to cause the Collateral
and Guarantee Requirement to be and remain satisfied, all at the expense of the
Loan Parties. Each of Intermediate Holdings and the Borrower also agrees to
provide to the Collateral Agent, from time to time upon reasonable request,
evidence reasonably satisfactory to the Administrative Agent as to the
perfection and priority of the Liens created or intended to be created by the
Security Documents.

         (b) If any material assets (including any real property or improvements
thereto or any interest therein, other than any real property with a market
value of less than $5,000,000) are acquired by the Borrower or any Subsidiary
Loan Party after the Effective Date (other than assets constituting Collateral
under the Collateral Agreement that become subject to the Lien in favor of the
Collateral Agreement upon acquisition thereof), the Borrower will notify the
Administrative Agent and the Lenders thereof, and, if requested by the
Administrative Agent or the Required Lenders, the Borrower will cause such
assets to be subjected to a Lien securing the Obligations and will take, and
cause the Subsidiary Loan Parties to take, such actions as shall be necessary or
reasonably requested by the Administrative Agent to grant and perfect such
Liens, including actions described in paragraph (a) of this Section, all at the
expense of the Loan Parties.

         (c) With respect to each Foreign Subsidiary identified on Schedule
4.01(f)(i), to the extent that any Equity Interests of any such Foreign
Subsidiary continue to be directly held by a Loan Party on the date that is 60
days after the Effective Date (the "Pledge Exclusion Expiration Date"), the
Borrower will cause the Collateral and Guarantee Requirement to be satisfied
with respect to such Equity Interests within 15 days after the Pledge Exclusion
Expiration Date (the "Supplemental Pledge Date"), provided that the Supplemental
Pledge Date with respect to the Equity Interests of any Foreign Subsidiary may
be extended by the Administrative Agent if it determines that the Collateral and
Guarantee Requirement with respect to such Equity Interests cannot reasonably be
satisfied by the Supplemental Pledge Date, in which case the Borrower shall
cause the Collateral and Guarantee Requirement with respect to such Equity
Interests to be satisfied by a new date established by the Administrative Agent.

         (d) With respect to each Foreign Subsidiary identified on Schedule
4.01(f)(ii), the Borrower will cause the Collateral and Guarantee Requirement to
be satisfied with respect to the Equity Interests of such Foreign Subsidiaries
within 75 days after the Effective Date (the "Deferred Foreign Pledge Date"),
provided that the Deferred Foreign Pledge Date with respect to the Equity
Interests of any Foreign Subsidiary may be extended by the Administrative Agent
if it determines that the Collateral and Guarantee Requirement with respect to
such Equity Interests cannot reasonably be satisfied by the Deferred Foreign
Pledge Date, in which case the Borrower






                                                                              76


shall cause the Collateral and Guarantee Requirement with respect to such Equity
Interests to be satisfied by a new date established by the Administrative Agent.

         SECTION 5.14. Interest Rate Protection. As promptly as practicable, and
in any event within 90 days after the Effective Date, the Borrower will enter
into, and thereafter for a period of not less than two years will maintain in
effect, one or more Swap Agreements with one or more of the Lenders (or
Affiliates thereof), the effect of which is that at least 40% of Funded Debt
will bear interest at a fixed rate or the interest cost in respect of which will
be fixed, in each case on terms and conditions reasonably acceptable, taking
into account current market conditions, to the Administrative Agent.

         SECTION 5.15. End of Fiscal Year; Fiscal Quarters. If Intermediate
Holdings and the Borrower change their and the Subsidiaries' fiscal year or
fiscal quarter end dates, Intermediate Holdings and the Borrower shall give
immediate written notice of such change to the Administrative Agent and, in such
an event, Intermediate Holdings, the Borrower and the Administrative Agent
shall, and are hereby authorized by the Lenders to, make any modifications or
adjustments to this Agreement (including the financial covenants contained in
Sections 6.12, 6.13 and 6.14) that are necessary to reflect any such change.


                                   ARTICLE VI

                               Negative Covenants

         Until the Commitments have expired or been terminated and the principal
of and interest on each Loan and all fees, expenses and other amounts payable
under any Loan Document have been paid in full and all Letters of Credit have
expired or terminated and all LC Disbursements shall have been reimbursed, each
of Intermediate Holdings and the Borrower covenants and agrees with the Lenders
that:

         SECTION 6.01. Indebtedness; Certain Equity Securities. (a) Neither
Intermediate Holdings nor the Borrower will, nor will they permit any Subsidiary
to, create, incur, assume or permit to exist any Indebtedness, except:

                  (i) Indebtedness created under the Loan Documents;

                  (ii) the Senior Subordinated Notes;

                  (iii) Indebtedness existing on the date hereof and set forth
         in Schedule 6.01 and extensions, renewals and replacements of any such
         Indebtedness, provided that such extending, renewal or replacement
         Indebtedness (A) shall not add guarantors, obligors or security from
         that which applied to the Indebtedness being extended, renewed or
         replaced, (B) shall not be in principal amount that exceeds the
         principal amount of the Indebtedness being extended, renewed or
         replaced (plus accrued interest and premium thereon), (C) shall not
         have an earlier maturity date or a decreased weighted average life than
         the Indebtedness being





                                                                              77


         extended, renewed or replaced and (D) shall be subordinated to the
         Obligations on the same terms (or, from the perspective of the Lenders,
         better terms), if any, as the Indebtedness being extended, renewed or
         replaced;

                  (iv) Indebtedness of the Borrower to any Subsidiary and of any
         Subsidiary to the Borrower or any other Subsidiary, provided that (A)
         Indebtedness of any Subsidiary that is not a Loan Party to the Borrower
         or any Subsidiary Loan Party shall be subject to Section 6.04 and (B)
         Indebtedness of the Borrower to any Subsidiary and Indebtedness of any
         Subsidiary Loan Party to any Subsidiary that is not a Subsidiary Loan
         Party shall be subordinated to the Obligations on terms reasonably
         satisfactory to the Administrative Agent;

                  (v) Guarantees (A) by Intermediate Holdings of the Senior
         Subordinated Notes and the Additional Senior Subordinated Notes, (B) by
         the Borrower of Indebtedness of any Subsidiary and (C) by any
         Subsidiary of Indebtedness of the Borrower or any other Subsidiary,
         provided that, in each case, (1) the Indebtedness so Guaranteed is
         permitted by this Section 6.01 (other than Section 6.01(a)(iii)), (2)
         Guarantees by the Borrower or any Subsidiary Loan Party of Indebtedness
         of any Subsidiary that is not a Loan Party shall be subject to Section
         6.04, (3) Guarantees permitted under this clause (v) shall be
         subordinated to the Obligations of Intermediate Holdings, the Borrower
         or the applicable Subsidiary, as the case may be, on the same terms as
         the Indebtedness so Guaranteed is subordinated to the Obligations and
         (4) the Senior Subordinated Notes and the Additional Senior
         Subordinated Notes shall not be Guaranteed by any Subsidiary that is
         not a Subsidiary Loan Party;

                  (vi) Indebtedness of the Borrower or any Subsidiary incurred
         to finance the acquisition, construction or improvement of any fixed or
         capital assets, including Capital Lease Obligations and any
         Indebtedness assumed by the Borrower or any Subsidiary in connection
         with the acquisition of any such assets or secured by a Lien on any
         such assets prior to the acquisition thereof, and extensions, renewals
         and replacements of any such Indebtedness that do not increase the
         outstanding principal amount thereof (plus accrued interest and premium
         in respect thereof), provided that (A) such Indebtedness is incurred
         prior to or within 120 days after such acquisition or the completion of
         such construction or improvement and (B) the aggregate principal amount
         of Indebtedness permitted by this clause (vi) shall not exceed,
         together with the Remaining Present Value of all leases permitted under
         Section 6.06, $25,000,000 at any time outstanding;

                  (vii) (A) Indebtedness of any Person that becomes a Subsidiary
         after the date hereof, provided that (1) such Indebtedness exists at
         the time such Person becomes a Subsidiary and is not created in
         contemplation of or in






                                                                              78


         connection with such Person becoming a Subsidiary and (2) the aggregate
         principal amount of Indebtedness permitted by this clause (vii) shall
         not exceed $20,000,000 at any time outstanding and (B) any
         refinancings, renewals and replacements of any such Indebtedness
         pursuant to the preceding clause (A) that do not increase the
         outstanding principal amount thereof (plus accrued interest and premium
         in respect thereof);

                  (viii) Indebtedness owed to any person providing workers'
         compensation, health, disability or other employee benefits or
         property, casualty or liability insurance, pursuant to reimbursement or
         indemnification obligations to such person, in each case incurred in
         the ordinary course of business;

                  (ix) (A) Indebtedness of the Borrower or any Subsidiary in
         respect of performance bonds, bid bonds, appeal bonds, surety bonds,
         completion guarantees and similar obligations, in each case provided in
         the ordinary course of business and (B) any refinancings, renewals and
         replacements of any such Indebtedness pursuant to the preceding clause
         (A) that do not increase the outstanding principal amount thereof (plus
         accrued interest and premium in respect thereof);

                  (x) Indebtedness of any Loan Party pursuant to Swap Agreements
         permitted by Section 6.07;

                  (xi) Indebtedness arising from the honoring by a bank or other
         financial institution of a check, draft or similar instrument drawn
         against insufficient funds in the ordinary course of business, provided
         that such Indebtedness is extinguished within two Business Days of its
         incurrence;

                  (xii) Additional Senior Subordinated Notes of the Borrower not
         permitted by Section 6.01(a)(xv) in an aggregate principal amount not
         exceeding $225,000,000 at any time outstanding, provided that (A) at no
         time may the sum of (x) aggregate principal amount of Additional Senior
         Subordinated Notes issued pursuant to this Section 6.01(a)(xii) and
         outstanding at such time and (y) the aggregate principal amount of
         Incremental Extensions of Credit made pursuant to Section 2.20 exceed
         $350,000,000, (B) immediately prior to and after giving effect to any
         such issuance of Additional Senior Subordinated Notes, on a Pro Forma
         Basis, as of the last day of the most recently ended fiscal quarter
         prior to such issuance and for which financial statements are
         available, (1) the Borrower shall be in compliance with the covenants
         contained in Sections 6.12 and 6.13, (2) the Leverage Ratio shall be
         less than 4.50 to 1.00 and (3) the Senior Leverage Ratio shall be less
         than 3.00 to 1.00 and (C) the Net Proceeds of such Additional Senior
         Subordinated Notes are used to finance all or any portion of any
         investment or expenditure permitted by Section 6.04 (including all or
         any portion of any Permitted Acquisition permitted thereunder), to
         finance Capital Expenditures permitted by





                                                                              79


         Section 6.14 or for general corporate purposes of the Borrower and the
         Subsidiaries (provided that no more than 50% of the Net Proceeds of
         such Additional Senior Subordinated Notes may be used for general
         corporate purposes of the Borrower and the Subsidiaries);

                  (xiii) Permitted Securitizations, provided that the Net
         Proceeds from each Permitted Securitization established pursuant to
         this clause (xiii) shall have been applied to prepay Tranche B Term
         Borrowings to the extent required under Section 2.11(c);

                  (xiv) Indebtedness of any Subsidiary that is not a Loan Party
         incurred to finance working capital needs of such Subsidiary, provided
         that the aggregate principal amount of Indebtedness permitted by this
         clause (xiv), together with the aggregate amount of all outstanding (i)
         investments by Loan Parties in Subsidiaries that are not Loan Parties
         pursuant to Section 6.04(d), (ii) loans and advances by Loan Parties in
         Subsidiaries that are not Loan Parties pursuant to Section 6.04(e) and
         (iii) Guarantees by Loan Parties of Indebtedness of Subsidiaries that
         are not Loan Parties pursuant to Section 6.04(f), shall not exceed
         $50,000,000 at any time outstanding;

                  (xv) Additional Senior Subordinated Notes of the Borrower,
         provided that the Net Proceeds of such Additional Senior Subordinated
         Notes shall have been applied to prepay Tranche B Term Borrowings
         pursuant to Section 2.11(c);

                  (xvi) Indebtedness arising from agreements of the Borrower or
         a Subsidiary providing for indemnification in connection with the
         disposition of any business, any assets or any Subsidiary, other than
         Guarantees of Indebtedness incurred by any Person acquiring all or any
         portion of such business, assets or Subsidiary for the purpose of
         financing such acquisition; and

                  (xvii) other Indebtedness of the Borrower or any Subsidiary
         Loan Party, provided that the aggregate principal amount of
         Indebtedness permitted by this clause (xvii) shall not exceed
         $15,000,000 at any time outstanding.

         (b) Intermediate Holdings and the Borrower will not, and Intermediate
Holdings and the Borrower will not permit any Subsidiary to, issue any preferred
Equity Interests.

         SECTION 6.02. Liens. (a) Neither Intermediate Holdings nor the Borrower
will, nor will they permit any Subsidiary to, create, incur, assume or permit to
exist any Lien on any property or asset now owned or hereafter acquired by it,
or assign or sell any income or revenues (including accounts receivable) or
rights in respect of any thereof, except:

                  (i) Liens created under the Loan Documents;





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                  (ii) Permitted Encumbrances;

                  (iii) any Lien on any property or asset of the Borrower or any
         Subsidiary existing on the date hereof and set forth in Schedule 6.02,
         provided that (A) such Lien shall not apply to any other property or
         asset of the Borrower or any Subsidiary and (B) such Lien shall secure
         only those obligations which it secures on the date hereof and
         extensions, renewals and replacements thereof that do not increase the
         outstanding principal amount thereof (plus accrued interest and premium
         in respect thereof);

                  (iv) any Lien existing on any property or asset prior to the
         acquisition thereof by the Borrower or any Subsidiary or existing on
         any property or asset of any Person that becomes a Subsidiary after the
         date hereof prior to the time such Person becomes a Subsidiary,
         provided that (A) such Lien is not created in contemplation of or in
         connection with such acquisition or such Person becoming a Subsidiary,
         as applicable, (B) such Lien shall not apply to any other property or
         asset of the Borrower or any Subsidiary and (C) such Lien shall secure
         only those obligations that it secures on the date of such acquisition
         or the date such Person becomes a Subsidiary, as applicable, and
         extensions, renewals and replacements thereof that do not increase the
         outstanding principal amount thereof (plus accrued interest and
         premiums in respect thereof);

                  (v) Liens on fixed or capital assets acquired, constructed or
         improved by the Borrower or any Subsidiary, provided that (A) such
         Liens secure Indebtedness permitted by clause (vi) of Section 6.01(a),
         (B) such Liens and the Indebtedness secured thereby are incurred prior
         to or within 120 days after such acquisition or the completion of such
         construction or improvement, (C) the Indebtedness secured thereby does
         not exceed the cost of acquiring, constructing or improving such fixed
         or capital assets and (D) such Liens shall not apply to any other
         property or assets of the Borrower or any Subsidiary;

                  (vi) Liens of a collecting bank arising in the ordinary course
         of business under Section 4-208 of the Uniform Commercial Code in
         effect in the relevant jurisdiction covering only the items being
         collected upon;

                  (vii) Liens that are statutory, common law or contractual
         rights of set-off relating to deposit accounts in favor of banks and
         other depositary institutions in the ordinary course of business;

                  (viii) Liens arising out of sale and leaseback transactions
         permitted by Section 6.06;





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                  (ix) Liens granted by a Subsidiary that is not a Loan Party in
         favor of the Borrower or another Loan Party in respect of Indebtedness
         owed by such Subsidiary;

                  (x) Liens representing any interest or title of a licensor,
         lessor or sublicensor under any lease or license entered into by the
         Borrower or any Subsidiary in the ordinary course of business;

                  (xi) sales or other transfers of Receivables pursuant to, and
         Liens existing or deemed to exist in connection with, Permitted
         Securitizations permitted by Section 6.01(a)(xiii);

                  (xii) Liens on property of a Subsidiary that is not a Loan
         Party or any of its subsidiaries securing Indebtedness permitted by
         Section 6.01(a)(xiv);

                  (xiii) Liens with respect to property or assets not
         constituting Collateral with an aggregate fair value (valued at the
         time of creation thereof) of not more than $5,000,000 at any time;

                  (xiv) Liens securing obligations in respect of trade-related
         letters of credit or trade-related bankers acceptances issued in the
         ordinary course of business of the Borrower and the Subsidiaries, in
         each case covering the goods (or the documents of title in respect of
         such goods) financed by such letters of credit or trade-related bankers
         acceptances and the proceeds and products thereof; and

                  (xv) Liens on securities held by the Borrower or any
         Subsidiary representing an interest in a joint venture to which the
         Borrower or such Subsidiary is a party (provided that such joint
         venture is not a Subsidiary) to the extent that (A) such Liens
         constitute purchase options, calls or similar rights of a counterparty
         to such joint venture and (B) such Liens are granted pursuant to the
         terms of the partnership agreement, joint venture agreement or other
         similar document or documents pursuant to which such joint venture was
         created or otherwise governing the rights and obligations of the
         parties to such joint venture.

         SECTION 6.03. Fundamental Changes. (a) Neither Intermediate Holdings
nor the Borrower will, nor will they permit any Subsidiary to, merge into or
consolidate with any other Person, or permit any other Person to merge into or
consolidate with it, or liquidate or dissolve, except that, if at the time
thereof and immediately after giving effect thereto no Default shall have
occurred and be continuing, (i) any Person may merge into the Borrower in a
transaction in which the surviving entity is a Person organized or existing
under the laws of the United States of America, any State thereof or the
District of Columbia and, if such surviving entity is not the Borrower, such
Person expressly assumes, in writing, all the obligations of the Borrower under
the Loan Documents, (ii) any Person may merge into any Subsidiary in a
transaction in which the surviving entity is a Subsidiary and, if any party to
such merger is a Subsidiary





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Loan Party, is or becomes a Subsidiary Loan Party concurrently with such merger,
(iii) any Subsidiary may liquidate, dissolve or discontinue its operations if
the Borrower determines in good faith that such liquidation, dissolution or
discontinuation is in the best interests of the Borrower and is not materially
disadvantageous to the Lenders and (iv) any asset sale permitted by Section
6.05(f), (g) or (l) may be effected through the merger of a Subsidiary with a
third party, provided that, in each case, any such merger involving a Person
that is not a wholly owned Subsidiary immediately prior to such merger shall not
be permitted unless also permitted by Section 6.04.

         (b) The Borrower will not, and Intermediate Holdings and the Borrower
will not permit any Subsidiary to, engage to any material extent in any business
other than (i) businesses of the type conducted by the Borrower and the
Subsidiaries on the Effective Date and businesses reasonably related or
incidental thereto and (ii) in the case of SPE Subsidiaries, Permitted
Securitizations.

         (c) Intermediate Holdings will not engage in any business or activity
other than the ownership of all the outstanding Equity Interests of the Borrower
and activities incidental thereto. Intermediate Holdings will not own or acquire
any assets (other than Equity Interests of the Borrower and the cash proceeds of
any Restricted Payments permitted by Section 6.08) or incur any liabilities
(other than liabilities under the Loan Documents and liabilities reasonably
incurred in connection with its maintenance of its existence).

         SECTION 6.04. Investments, Loans, Advances, Guarantees and
Acquisitions. Neither Intermediate Holdings nor the Borrower will, nor will they
permit any Subsidiary to, purchase, hold or acquire (including pursuant to any
merger with any Person that was not a wholly owned Subsidiary prior to such
merger) any Equity Interests in or evidences of indebtedness or other securities
(including any option, warrant or other right to acquire any of the foregoing)
of, make or permit to exist any loans or advances to, Guarantee any obligations
of, or make or permit to exist any investment or any other interest in, any
other Person, or purchase or otherwise acquire (in one transaction or a series
of transactions) all or substantially all the assets constituting a business
unit, division, product line or line of business of any other Person, except:

                  (a) Domestic Permitted Acquisitions, provided that the
         aggregate purchase price (calculated as described in the definition of
         the term "Permitted Acquisition") in respect of all Domestic Permitted
         Acquisitions made after the Effective Date shall not exceed
         $350,000,000 plus (i) an amount equal to any returns of capital
         actually received in cash in respect of such Domestic Permitted
         Acquisitions (which amount shall not exceed the purchase price paid
         (calculated as described in the definition of the term "Permitted
         Acquisition") in respect of such Domestic Permitted Acquisitions) plus
         (ii) the portion, if any, of the Available Basket Amount at the time
         such election is made that the Borrower elects to apply to this
         paragraph (a);

                  (b) Permitted Investments;





                                                                              83


                  (c) investments and Guarantees existing on the date hereof and
         set forth on Schedule 6.04(a);

                  (d) investments by Intermediate Holdings in the Borrower and
         by the Borrower and the Subsidiaries in Equity Interests in their
         respective Subsidiaries, provided that (i) any such Equity Interests
         held by a Loan Party shall be pledged pursuant to the Collateral
         Agreement (subject to the limitations applicable to voting Equity
         Interests of a Foreign Subsidiary referred to in the definition of
         "Collateral and Guarantee Requirement"), (ii) investments by Loan
         Parties in Subsidiaries that are not Loan Parties shall be made solely
         to finance working capital needs of such Subsidiaries and (iii) the
         aggregate amount of such investments by Loan Parties in Subsidiaries
         that are not Loan Parties (together with outstanding intercompany loans
         permitted under clause (iii) to the proviso to Section 6.04(e),
         outstanding Guarantees permitted under clause (iii) to the proviso to
         Section 6.04(f) and outstanding Indebtedness permitted under Section
         6.01(a)(xiv)) at any time outstanding (in each case determined without
         regard to any write-downs or write-offs) shall not exceed $50,000,000;

                  (e) loans or advances made by the Borrower to any Subsidiary
         and made by any Subsidiary to the Borrower or any other Subsidiary,
         provided that (i) any such loans and advances made by a Loan Party
         shall be evidenced by a promissory note pledged pursuant to the
         Collateral Agreement, (ii) loans and advances by Loan Parties in
         Subsidiaries that are not Loan Parties shall be made solely to finance
         working capital needs of such Subsidiaries and (iii) the aggregate
         amount of such loans and advances made by Loan Parties to Subsidiaries
         that are not Loan Parties (together with outstanding investments
         permitted under clause (iii) to the proviso to Section 6.04(d),
         outstanding Guarantees permitted under clause (iii) to the proviso to
         Section 6.04(f) and outstanding Indebtedness permitted under Section
         6.01(a)(xiv)) at any time outstanding (in each case determined without
         regard to any write-downs or write-offs) shall not exceed $50,000,000;

                  (f) Guarantees constituting Indebtedness permitted by Section
         6.01, provided that (i) a Subsidiary shall not Guarantee the Senior
         Subordinated Notes or Additional Senior Subordinated Notes unless (A)
         such Subsidiary also has Guaranteed the Obligations pursuant to the
         Collateral Agreement, (B) such Guarantee of the Senior Subordinated
         Notes or the Additional Senior Subordinated Notes is subordinated to
         such Guarantee of the Obligations on terms no less favorable to the
         Lenders than the subordination provisions of the Senior Subordinated
         Notes or the Additional Senior Subordinated Notes, as applicable, and
         (C) such Guarantee of the Senior Subordinated Notes or Additional
         Senior Subordinated Notes provides for the release and termination
         thereof, without action by any party, upon any release and termination
         of such





                                                                              84


         Guarantee of the Obligations, (ii) Indebtedness of Subsidiaries that
         are not Loan Parties that is Guaranteed by any Loan Party shall have
         been incurred solely to finance working capital needs of such
         Subsidiaries and (iii) the aggregate principal amount of Indebtedness
         of Subsidiaries that are not Loan Parties that is Guaranteed by any
         Loan Party (together with outstanding investments permitted under
         clause (iii) to the proviso to Section 6.04(d), outstanding
         intercompany loans permitted under clause (iii) to the proviso to
         Section 6.04(e) and outstanding Indebtedness permitted under Section
         6.01(a)(xiv)) at any time outstanding (in each case determined without
         regard to any write-downs or write-offs) shall not exceed $50,000,000;

                  (g) receivables or other trade payables owing to the Borrower
         or any Subsidiary if created or acquired in the ordinary course of
         business and payable or dischargeable in accordance with customary
         trade terms, provided that such trade terms may include such
         concessionary trade terms as the Borrower or any such Subsidiary deems
         reasonable under the circumstances;

                  (h) investments consisting of Equity Interests, obligations,
         securities or other property received in settlement of delinquent
         accounts of and disputes with customers and suppliers in the ordinary
         course of business and owing to the Borrower or any Subsidiary or in
         satisfaction of judgments;

                  (i) investments by the Borrower or any Subsidiary in payroll,
         travel and similar advances to cover matters that are expected at the
         time of such advances ultimately to be treated as expenses for
         accounting purposes and that are made in the ordinary course of
         business;

                  (j) loans or advances by the Borrower or any Subsidiary to
         employees made in the ordinary course of business (including travel,
         entertainment and relocation expenses) of the Borrower or any
         Subsidiary not exceeding $1,000,000 in the aggregate at any time
         outstanding (determined without regard to any write-downs or write-offs
         of such loans or advances);

                  (k) investments in the form of Swap Agreements permitted by
         Section 6.07;

                  (l) investments of any Person existing at the time such Person
         becomes a Subsidiary of the Borrower or consolidates or merges with the
         Borrower or any of the Subsidiaries (including in connection with a
         Permitted Acquisition) so long as such investments were not made in
         contemplation of such Person becoming a Subsidiary or of such merger;





                                                                              85


                  (m) investments received in connection with the dispositions
         of assets permitted by Section 6.05;

                  (n) investments constituting deposits described in clauses (c)
         and (d) of the definition of the term "Permitted Encumbrances";

                  (o) investments and Guarantees arising or made under Permitted
         Securitizations permitted by Section 6.01(a)(xiii);

                  (p) investments by the Borrower or any Subsidiary (i) in
         Subsidiaries that are not Loan Parties (to the extent not otherwise
         permitted under paragraph (c), (d) or (e) of this Section 6.04), (ii)
         in Permitted Joint Ventures and other non wholly-owned Subsidiaries
         (other than any Permitted Quinton Hazell Joint Venture) and (iii) in
         respect of Foreign Permitted Acquisitions (the purchase price with
         respect to which shall be calculated as described in the definition of
         the term "Permitted Acquisition"), in an amount, as valued at cost at
         the time each such investment is made (including all commitments for
         future investments), not exceeding, together with the aggregate amount
         of Capital Expenditures made pursuant to Section 6.14(e), $50,000,000
         in the aggregate for all such investments and Capital Expenditures made
         from and after the Effective Date plus (i) an amount equal to any
         returns of capital actually received in cash in respect of any such
         investments (which amount shall not exceed the amount of such
         investment at the time such investment was made) plus (ii) the portion,
         if any, of the Available Basket Amount at the time such election is
         made that the Borrower elects to apply to this paragraph (p);

                  (q) other investments by the Borrower or any Subsidiary in an
         aggregate amount, as valued at cost at the time each such investment is
         made (including all commitments for future investments), not exceeding
         $10,000,000 in the aggregate for all such investments made from and
         after the Effective Date plus (i) an amount equal to any returns of
         capital actually received in cash in respect of any such investments
         (which amount shall not exceed the amount of such investment valued at
         cost at the time such investment was made) plus (ii) the portion, if
         any, of the Available Basket Amount at the time such election is made
         that the Borrower elects to apply to this paragraph (q);

                  (r) the contribution of substantially all the assets of the
         Quinton Hazell operations of the Borrower and the Subsidiaries (but not
         any other assets) in connection with the creation of any Permitted
         Quinton Hazell Joint Venture (but not any subsequent investments
         therein); and

                  (s) the intercompany investments set forth on Schedule
         6.04(s), provided that no Default has occurred and is continuing or
         would result therefrom.






                                                                              86


         Notwithstanding anything to the contrary in this Section 6.04, neither
Intermediate Holdings nor the Borrower will, nor will they permit any Subsidiary
to, make any investment in, or loan or advance to, or provide any Guarantees of
Indebtedness of Beck/Arnley Worldparts Corp. (other than the Beck/Arnley
Contribution on the Effective Date).

         SECTION 6.05. Asset Sales. Neither Intermediate Holdings nor the
Borrower will, nor will they permit any Subsidiary to, sell, transfer, lease or
otherwise dispose of any asset, including any Equity Interest owned by it, nor
will the Borrower permit any Subsidiary to issue any additional Equity Interest
in such Subsidiary (other than to the Borrower or another Subsidiary in
compliance with Section 6.04), except:

                  (a) sales, transfers and dispositions of (i) inventory in the
         ordinary course of business and (ii) used, obsolete, worn out or
         surplus equipment or property in the ordinary course of business;

                  (b) sales, transfers and dispositions to the Borrower or any
         Subsidiary, provided that any such sales, transfers or dispositions
         involving a Subsidiary that is not a Loan Party shall be made in
         compliance with Section 6.09;

                  (c) sales, transfers and dispositions of accounts receivable
         in connection with the compromise, settlement or collection thereof;

                  (d) sales, transfers and dispositions of property to the
         extent such property constitutes an investment permitted by clause (b),
         (h), (l), (m) or (n) of Section 6.04;

                  (e) sale and leaseback transactions permitted by Section 6.06;

                  (f) the Beck/Arnley Disposition;

                  (g) the Quinton Hazell Disposition;

                  (h) dispositions resulting from any casualty or other insured
         damage to, or any taking under power of eminent domain or by
         condemnation or similar proceeding of, any property or asset of the
         Borrower or any Subsidiary;

                  (i) sales, transfers and other dispositions of Receivables and
         Related Assets (as defined in the definition of "Permitted
         Securitization") pursuant to Permitted Securitizations permitted by
         Section 6.01(a)(xiii);

                  (j) licensing and cross-licensing arrangements entered into in
         the ordinary course of business involving any technology or other
         intellectual property of the Borrower or any Subsidiary;

                  (k) sales, transfers, leases and other dispositions of assets
         to the extent such assets are exchanged substantially simultaneously
         for similar replacement assets, provided that, (i) the fair value of
         the assets received in any such sale,







                                                                              87


         transfer or other disposition is equal to or greater than the fair
         value of the assets exchanged therefor and (ii) after giving effect to
         each such sale, transfer or other disposition, the aggregate fair value
         of all assets sold, transferred or otherwise disposed of in reliance
         upon this paragraph (k) shall not exceed $10,000,000 in any fiscal year
         of the Borrower;

                  (l) sales, transfers and other dispositions of assets for
         proceeds not constituting cash or Permitted Investments, provided that
         the aggregate fair market value of all assets, sold, transferred or
         otherwise disposed of in reliance upon this paragraph (l) shall not
         exceed $10,000,000 during the term of this Agreement;

                  (m) sales, transfers and other dispositions of assets (other
         than Equity Interests in a Subsidiary unless all Equity Interests in
         such Subsidiary are sold) that are not permitted by any other paragraph
         of this Section, provided that the aggregate fair market value of all
         assets sold, transferred or otherwise disposed of in reliance upon this
         paragraph (m) shall not exceed $10,000,000 during any fiscal year of
         the Borrower and provided further that the amount of sales, transfers
         and other dispositions permitted to be made during any fiscal year
         pursuant to this paragraph (m) shall be increased by the unused amount
         of such sales, transfers and other dispositions that were permitted to
         be made during the immediately preceding fiscal year (including any
         amounts carried forward from prior fiscal years), so long as the
         aggregate amount of sales, transfers and other dispositions permitted
         to be made during any fiscal year pursuant to this clause (m) shall not
         exceed $25,000,000; and

                  (n) sales, transfers and other dispositions of assets related
         to the brake and chassis and filtration operations of the Borrower and
         the Subsidiaries in connection with the planned restructuring of such
         operations, provided that (i) any such sale, transfer or other
         disposition is consummated within 24 months of the Effective Date and
         (ii) the aggregate fair market value of all assets sold, transferred or
         otherwise disposed of in reliance upon this paragraph (n) shall not
         exceed $15,000,000 during the term of this Agreement,

provided that (i) all sales, transfers, leases and other dispositions permitted
hereby (other than those permitted by paragraphs (b) and (h) above) shall be
made for fair value and (ii) all sales, transfers, leases and other dispositions
permitted hereby (other than those permitted by paragraphs (b), (f), (h), (j)
(to the extent relating to cross-licensing), (k) and (l) above) shall be made
for at least 75% cash consideration (which cash consideration (1) for purposes
of clause (a)(i) above, shall be deemed to include accounts receivable, (2) for
purposes of clause (a)(ii) above, shall be deemed to include additions to
property, plant and equipment received in connection with a trade in of used,
obsolete, worn out or surplus equipment and (3) for purposes of the Quinton
Hazell Disposition, shall be deemed to include any Equity Interests of any
Permitted Quinton Hazell Joint Venture received by the Borrower and the
Subsidiaries in respect thereof and provided further that for purposes of the
preceding proviso, the assumption by the transferee of liabilities associated
with the assets subject to any sale, transfer or other disposition (other than
any





                                                                              88


liabilities that are subordinated to the Obligations or have stated maturity
that is outside the Tranche B Maturity Date) shall not be deemed to be
consideration paid in respect of such assets.

         SECTION 6.06. Sale and Leaseback Transactions. Neither Intermediate
Holdings nor the Borrower will, nor will they permit any Subsidiary to, enter
into any arrangement, directly or indirectly, whereby it shall sell or transfer
any property, real or personal, used or useful in its business, whether now
owned or hereafter acquired, and thereafter rent or lease such property or other
property that it intends to use for substantially the same purpose or purposes
as the property sold or transferred (a "Sale and Leaseback Transaction"),
provided that a Sale and Leaseback Transaction shall be permitted so long as at
the time the lease in connection therewith is entered into, and after giving
effect to the entering into of such lease, the Remaining Present Value of such
lease (together with Indebtedness outstanding pursuant to paragraph (vi) of
Section 6.01(a) and the Remaining Present Value of outstanding leases previously
entered into under this Section 6.06) does not exceed $25,000,000.

         SECTION 6.07. Swap Agreements. Neither Intermediate Holdings nor the
Borrower will, nor will they permit any Subsidiary to, enter into any Swap
Agreement, except (a) Swap Agreements entered into to hedge or mitigate risks to
which the Borrower or any Subsidiary has actual exposure (other than those in
respect of Equity Interests of the Borrower or any of the Subsidiaries) and (b)
Swap Agreements entered into in order to effectively cap, collar or exchange
interest rates (from fixed to floating rates, from one floating rate to another
floating rate or otherwise) with respect to any interest-bearing liability or
investment of the Borrower or any Subsidiary.

         SECTION 6.08. Restricted Payments; Certain Payments of Indebtedness.
(a) Neither Intermediate Holdings nor the Borrower will, nor will they permit
any Subsidiary to, declare or make, or agree to pay or make, directly or
indirectly, any Restricted Payment, or incur any obligation (contingent or
otherwise) to do so, except (i) each of Intermediate Holdings and the Borrower
may declare and pay dividends with respect to its common stock payable solely in
additional shares of its common stock, (ii) Subsidiaries may declare and pay
dividends ratably with respect to their capital stock, membership or partnership
interests or other similar Equity Interests, (iii) the Borrower may make
Restricted Payments to Intermediate Holdings (which may, in turn, make
Restricted Payments to Holdings in an amount equal to the Restricted Payments
received from the Borrower) to permit Holdings to make payments pursuant to and
in accordance with stock option plans or other benefit plans for management or
employees of Holdings, Intermediate Holdings, the Borrower and the Subsidiaries
that have been approved by the board of directors of Holdings in an amount not
to exceed $1,000,000 during any fiscal year, which amount, if not used in any
fiscal year, may be carried forward to any subsequent fiscal year, (iv) the
Borrower may pay dividends to Intermediate Holdings (which may, in turn, make
Restricted Payments to Holdings in an amount equal to the Restricted Payments
received from the Borrower) at such times and in such amounts (A) not exceeding
$2,500,000 during any fiscal year, as shall be necessary to permit Holdings and
Intermediate Holdings to discharge their corporate overhead (including franchise
taxes and directors fees) and other permitted liabilities and to make payments







                                                                              89


permitted by Section 6.09 and (B) as shall be necessary to pay any taxes that
are due and payable by Holdings and Intermediate Holdings as part of a
consolidated group that includes the Borrower, to the extent that such taxes
relate to the operations of the Borrower and the Subsidiaries, (v) so long as no
Default has occurred and is continuing or would result therefrom, Intermediate
Holdings and the Borrower may make Restricted Payments to the extent necessary
to permit them or Holdings to, and the Borrower or Intermediate Holdings may,
make payments of or on account of monitoring or management or similar fees
(including reasonable out-of-pocket expenses incurred in connection therewith)
to the Sponsor or its Affiliates in an aggregate amount in any fiscal year not
in excess of $2,500,000, (vi) so long as no Default has occurred and is
continuing or would result therefrom, Intermediate Holdings may make additional
Restricted Payments (and the Borrower may make Restricted Payments to
Intermediate Holdings the proceeds of which are to be used by Intermediate
Holdings to make such additional Restricted Payments) in an aggregate amount not
to exceed the Available Basket Amount at the time of such Restricted Payment and
(vii) without duplication as to amounts distributable with respect to taxes
under clause (iv) above, in the event that Holdings, Intermediate Holdings and
the Borrower become pass-through or disregarded entities for U.S. federal income
tax purposes, Intermediate Holdings may make Tax Distributions to Holdings (and
the Borrower may make distributions to Intermediate Holdings, the proceeds of
which are used by Intermediate Holdings to make such Tax Distributions) to the
extent that the aggregate amount of Tax Distributions made pursuant to this
clause (vii) in respect of any taxable year does not exceed the aggregate amount
of U.S. federal, state and local income taxes that would have otherwise been
payable by the Borrower for such taxable year had it remained a corporation for
U.S. federal income tax purposes for such taxable year.

         (b) Neither Intermediate Holdings nor the Borrower will, nor will they
permit any Subsidiary to, make or agree to pay or make, directly or indirectly,
any payment or other distribution (whether in cash, securities or other
property) of or in respect of principal of or interest on any Senior
Subordinated Notes, Additional Senior Subordinated Notes or Indebtedness set
forth on Schedule 6.01, or any payment or other distribution (whether in cash,
securities or other property), including any sinking fund or similar deposit, on
account of the purchase, redemption, retirement, acquisition, cancelation or
termination of any such Indebtedness, except:

                  (i) payment of regularly scheduled interest and principal
         payments as and when due in respect of any such Indebtedness, other
         than payments in respect of any such Indebtedness prohibited by the
         subordination provisions thereof; and

                  (ii) refinancings of such Indebtedness to the extent permitted
         by Section 6.01 (in which case the provisions of this Section 6.08
         shall apply to such refinancing Indebtedness).

         SECTION 6.09. Transactions with Affiliates. Neither Intermediate
Holdings nor the Borrower will, nor will they permit any Subsidiary to, sell,
lease or otherwise transfer any property or assets to, or purchase, lease or
otherwise acquire any






                                                                              90


property or assets from, or otherwise engage in any other transactions with, any
of its Affiliates, except (a) transactions that (i) are in the ordinary course
of business and (ii) are at prices and on terms and conditions not less
favorable to the Borrower or such Subsidiary than could be obtained on an
arm's-length basis from unrelated third parties, (b) transactions between or
among the Borrower and the Subsidiary Loan Parties not involving any other
Affiliate, (c) any investment or Guarantee permitted by Section 6.04(d),
6.04(e), 6.04(f) or 6.04(o), (d) any Indebtedness permitted under Section
6.01(a)(iv) or Section 6.01(a)(v), (e) any Restricted Payment permitted by
Section 6.08, (f) loans or advances to employees permitted under Section 6.04,
(g) the payment of reasonable fees to directors of Holdings, Intermediate
Holdings, the Borrower or any Subsidiary who are not employees of Holdings,
Intermediate Holdings, the Borrower or any Subsidiary, and compensation and
employee benefit arrangements paid to, and indemnities provided for the benefit
of, directors, officers or employees of Holdings, Intermediate Holdings, the
Borrower or its Subsidiaries in the ordinary course of business, (h) any
transactions permitted by Section 6.05(i), (i) payments by Intermediate
Holdings, the Borrower or any of the Subsidiaries to the Sponsor or any of its
Affiliates in respect of any financial advisory, financing, underwriting or
placement services or in respect of other investment banking activities, in each
case in connection with acquisitions or divestitures, which payments are
approved in good faith by a majority of the members of the board of directors of
Holdings disinterested with respect to such payments and do not exceed (i) in
connection with any one transaction or series of related transactions, the
greater of (A) $2,500,000 and (B) 1.25% of the total value of the assets
acquired or divested in such transaction or series of related transactions and
(ii) in the aggregate during the term of this Agreement, the greater of (A)
$5,000,000 and (B) 1.25% of the total value of the assets acquired or divested
in all such transactions and series of related transactions consummated during
the term of this Agreement and (j) transactions in existence on the Effective
Date or pursuant to agreements in existence on the Effective Date and, in each
case, set forth on Schedule 6.09 or any amendment thereto to the extent such
amendment is not adverse to the Lenders in any material respect.

         SECTION 6.10. Restrictive Agreements. Neither Intermediate Holdings nor
the Borrower will, nor will they permit any Subsidiary to, directly or
indirectly, enter into, incur or permit to exist any agreement or other
arrangement that prohibits, restricts or imposes any condition upon (a) the
ability of Intermediate Holdings, the Borrower or any Subsidiary to create,
incur or permit to exist any Lien upon any of its property or assets or (b) the
ability of any Subsidiary to pay dividends or other distributions with respect
to any shares of its capital stock or to make or repay loans or advances to the
Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or
any other Subsidiary, provided that (i) the foregoing shall not apply to
restrictions and conditions imposed by (A) law (B) any Loan Document, Senior
Subordinated Note Document or Additional Senior Subordinated Note Document, (C)
any agreement or instrument governing the terms of Indebtedness permitted under
Section 6.01(a)(vii), but only to the extent such restrictions or






                                                                              91


conditions are imposed only on the Person who becomes a Subsidiary concurrently
with the incurrence of such Indebtedness, and (D) any instrument or agreement
governing any Indebtedness incurred by a Subsidiary that is not a Loan Party
pursuant to Section 6.01(a)(xiv), but only to the extent such restrictions or
conditions are imposed only on such Subsidiary and its subsidiaries, (ii) the
foregoing shall not apply to restrictions and conditions existing on the date
hereof identified on Schedule 6.10 (but shall apply to any extension or renewal
of, or any amendment or modification expanding the scope of, any such
restriction or condition), (iii) the foregoing shall not apply to customary
restrictions and conditions contained in agreements and other documents
(including organizational documents) governing any Permitted Joint Venture, (iv)
the foregoing shall not apply to customary restrictions and conditions contained
in agreements relating to the sale of a Subsidiary or the sale of assets pending
such sale, provided such restrictions and conditions apply only to the
Subsidiary or assets that are to be sold and such sale is permitted hereunder,
(v) paragraph (a) of the foregoing shall not apply to restrictions or conditions
imposed by any agreement relating to Permitted Securitizations permitted by this
Agreement if such restrictions or conditions apply only to the Receivables and
the Related Assets that are the subject of the Permitted Securitization, and
neither paragraph (a) nor paragraph (b) of the foregoing shall apply to
restrictions or conditions imposed on any SPE Subsidiary in connection with any
Permitted Securitization, (vi) paragraph (a) of the foregoing shall not apply to
restrictions or conditions imposed by any agreement relating to secured
Indebtedness permitted by this Agreement (other than in respect of a Permitted
Securitization) if such restrictions or conditions apply only to the property or
assets securing such Indebtedness and (vii) paragraph (a) of the foregoing shall
not apply to customary provisions in leases restricting the assignment thereof.

         SECTION 6.11. Amendment of Material Documents. Neither Intermediate
Holdings nor the Borrower will, nor will they permit any Subsidiary to, amend,
modify or waive any of its rights under (a) any Acquisition Document, (b) any
Senior Subordinated Notes Document or Additional Senior Subordinated Notes
Document or (c) its certificate of incorporation, by-laws or other
organizational documents, in each case to the extent such amendment,
modification or waiver would be materially adverse to the Lenders. Neither
Intermediate Holdings nor the Borrower will, nor will they permit any Subsidiary
to, amend or modify any of the terms of the Effective Date Receivables
Securitization Documents if, as a result of such amendment or modification, the
Effective Date Receivables Securitization would no longer satisfy the
requirements set forth in the definition of "Permitted Securitization" (and any
other definition referred to therein), without giving effect to the last
sentence of the first paragraph of such definition.

         SECTION 6.12. Interest Expense Coverage Ratio. The Borrower will not
permit the ratio of (a) Consolidated EBITDA to (b) Consolidated Cash Interest
Expense (the "Interest Coverage Ratio"), in each case for any period of four
consecutive fiscal quarters ending on the last day of any fiscal quarter ending
during any period set forth below, to be less than the ratio set forth below
opposite such period, provided that, to the extent the Borrower or any
Subsidiary makes any Permitted Acquisition, Asset Disposition or Discontinuation
during the period of four fiscal quarters of the Borrower most recently ended,
the Interest Coverage Ratio for such period shall be calculated on a Pro Forma
Basis:





                                                                              92


                     Period                                      Ratio
                     ------                                      -----
         Effective Date to December 31, 2006                 2.00 to 1.00
         January 1, 2007 to December 31, 2008                2.25 to 1.00
         January 1, 2009 to December 31, 2010                2.50 to 1.00
         Thereafter                                          2.75 to 1.00

         SECTION 6.13. Leverage Ratio. The Borrower will not permit the Leverage
Ratio as of the last day of any fiscal quarter ending during any period set
forth below to exceed the ratio set forth below opposite such period:

                     Period                                      Ratio
                     ------                                      -----
         Effective Date to June 30, 2005                     5.25 to 1.00
         July 1, 2005 to September 30, 2005                  5.00 to 1.00
         October 1, 2005 to June 30, 2006                    4.75 to 1.00
         July 1, 2006 to December 31, 2006                   4.50 to 1.00
         January 1, 2007 to September 30, 2007               4.25 to 1.00
         October 1, 2007 to September 30, 2008               4.00 to 1.00
         October 1, 2008 to September 30, 2009               3.75 to 1.00
         October 1, 2009 to September 30, 2010               3.50 to 1.00
         October 1, 2010 to September 30, 2011               3.25 to 1.00
         Thereafter                                          3.00 to 1.00

         SECTION 6.14. Maximum Capital Expenditures. (a) The Borrower will not,
nor will it permit any Subsidiary to, incur or make any Capital Expenditures
during any fiscal year set forth below in an amount exceeding the amount set
forth opposite such fiscal year:

                                                           Maximum
               Fiscal Year                          Capital Expenditures
               -----------                          --------------------
                   2004                                   $67,500,000
                   2005                                   $67,500,000
         Each fiscal year thereafter                      $62,500,000

         (b) The amount of any Capital Expenditures permitted to be made in
respect of any fiscal year shall be increased by the unused amount of Capital
Expenditures that were permitted to be made during the immediately preceding
fiscal year pursuant to Section 6.14(a). Capital Expenditures in any fiscal year
shall be deemed to use first, any amount carried forward to such fiscal year
pursuant to this Section 6.14(b) and, second, the amount for such fiscal year
set forth in Section 6.14(a).

         (c) The amount of any Capital Expenditures permitted to be made in
respect of any fiscal year shall be further increased, after the consummation of
any






                                                                              93


Permitted Acquisition, in an amount equal to 100% of the aggregate amount of
capital expenditures made by the Person or business so acquired during the
fiscal year of such Person or business most recently completed prior to such
Permitted Acquisition, as reflected in the financial statements of such Person
or business (such amount, the "Acquired Business Annual Capital Expenditure
Amount"), provided that, with respect to the fiscal year of the Borrower during
which any such Permitted Acquisition occurs (the "Acquisition Fiscal Year"), the
amount of Capital Expenditures permitted to be made during the Acquisition
Fiscal Year shall only be increased by the amount equal to the Acquired Business
Annual Capital Expenditure Amount less the amount of capital expenditures made
by such Person or business during the Acquisition Fiscal Year.

         (d) In addition to the Capital Expenditures permitted pursuant to the
preceding paragraphs (a) through (c), the Borrower and the Subsidiaries may make
additional Capital Expenditures at any time in an amount not to exceed the
portion, if any, of the Available Basket Amount at the time of such Capital
Expenditure that the Borrower elects to apply to this Section 6.14(d).

         (e) In addition to the Capital Expenditures permitted pursuant to the
preceding paragraphs (a) through (d), Foreign Subsidiaries may make additional
Capital Expenditures as part of an acquisition or strategic development of
assets which, together with investments made under Section 6.04(p), do not
exceed $50,000,000 in the aggregate for all such Capital Expenditures and
investments made since the Effective Date plus an amount equal to any returns of
capital actually received in cash in respect of any investments made under
Section 6.04(p) (which amount shall not exceed the amount of such investment at
the time such investment was made).


                                  ARTICLE VII

                                Events of Default

         SECTION 7.01. Events of Default. If any of the following events (any
such event, an "Event of Default") shall occur:

                  (a) the Borrower shall fail to pay any principal of any Loan
         or any reimbursement obligation in respect of any LC Disbursement when
         and as the same shall become due and payable, whether at the due date
         thereof or at a date fixed for prepayment thereof or otherwise;

                  (b) the Borrower shall fail to pay any interest on any Loan or
         any fee or any other amount (other than an amount referred to in
         paragraph (a) of this Section) payable under this Agreement or any
         other Loan Document, when and as the same shall become due and payable,
         and such failure shall continue unremedied for a period of three
         Business Days;

                  (c) any representation or warranty made or deemed made by or
         on behalf of Intermediate Holdings, the Borrower or any Subsidiary in
         or in connection with any Loan Document or any amendment or
         modification thereof or waiver







                                                                              94


         thereunder, or in any report, certificate, financial statement or other
         document furnished pursuant to or in connection with any Loan Document
         or any amendment or modification thereof or waiver thereunder, shall
         prove to have been incorrect in any material respect, in either case
         when made or deemed made, except to the extent such representation or
         warranty relates expressly to an earlier date (in which case such
         representation or warranty shall prove to have been incorrect in any
         material respect as of such earlier date);

                  (d) Intermediate Holdings or the Borrower shall fail to
         observe or perform any covenant, condition or agreement contained in
         Section 5.02(a), 5.03(a), 5.04 (with respect to the existence of
         Intermediate Holdings and the Borrower) or 5.11 or in Article VI;

                  (e) Intermediate Holdings, the Borrower or any Subsidiary Loan
         Party shall fail to observe or perform any covenant, condition or
         agreement contained in any Loan Document (other than those specified in
         paragraph (a), (b) or (d) of this Section), and such failure shall
         continue unremedied for a period of 30 days after notice thereof from
         the Administrative Agent to the Borrower (which notice will be given at
         the request of any Lender);

                  (f) Intermediate Holdings, the Borrower or any Subsidiary
         shall fail to make any payment (whether of principal or interest and
         regardless of amount) in respect of any Material Indebtedness, when and
         as the same shall become due and payable (after giving effect to any
         applicable grace period with respect thereto, provided that, during the
         applicable grace period, no additional consideration is paid or
         additional rights are granted in respect of such Material
         Indebtedness);

                  (g) any event or condition occurs that results in any Material
         Indebtedness becoming due or, in the case of a Permitted
         Securitization, terminating (except voluntary terminations) prior to
         its scheduled maturity or that enables or permits (with all applicable
         grace periods having expired) the holder or holders of any Material
         Indebtedness or any trustee or agent on its or their behalf to cause
         any Material Indebtedness to become due or, in the case of a Permitted
         Securitization, to be terminated, or to require the prepayment,
         repurchase, redemption or defeasance thereof, prior to its scheduled
         maturity, provided that this paragraph (g) shall not apply to secured
         Indebtedness that becomes due as a result of the voluntary sale or
         transfer of the property or assets (to the extent not prohibited under
         this Agreement) securing such Indebtedness;

                  (h) an involuntary proceeding shall be commenced or an
         involuntary petition shall be filed seeking (i) liquidation,
         reorganization or other relief in respect of Intermediate Holdings, the
         Borrower or any Subsidiary or its debts, or of a substantial part of
         its assets, under any Federal, state or foreign bankruptcy, insolvency,
         receivership or similar law now or hereafter in effect or (ii) the
         appointment of a receiver, trustee, custodian, sequestrator,
         conservator or similar official for Intermediate Holdings, the Borrower
         or any Subsidiary or for a substantial part of its assets, and, in any
         such case, such proceeding or petition






                                                                              95


         shall continue undismissed for 60 days or an order or decree approving
         or ordering any of the foregoing shall be entered;

                  (i) Intermediate Holdings, the Borrower or any Subsidiary
         shall (i) voluntarily commence any proceeding or file any petition
         seeking liquidation, reorganization or other relief under any Federal,
         state or foreign bankruptcy, insolvency, receivership or similar law
         now or hereafter in effect, (ii) consent to the institution of, or fail
         to contest in a timely and appropriate manner, any proceeding or
         petition described in paragraph (h) of this Section, (iii) apply for or
         consent to the appointment of a receiver, trustee, custodian,
         sequestrator, conservator or similar official for Intermediate
         Holdings, the Borrower or any Subsidiary or for a substantial part of
         its assets, (iv) file an answer admitting the material allegations of a
         petition filed against it in any such proceeding, (v) make a general
         assignment for the benefit of creditors or (vi) take any formal action
         for the purpose of effecting any of the foregoing;

                  (j) Intermediate Holdings, the Borrower or any Subsidiary
         shall become unable, admit in writing its inability or fail generally
         to pay its debts as they become due;

                  (k) one or more judgments for the payment of money in an
         aggregate amount in excess of $17,500,000 shall be rendered against
         Intermediate Holdings, the Borrower, any Subsidiary or any combination
         thereof and the same shall remain undischarged for a period of 30
         consecutive days during which execution shall not be effectively
         stayed, or any action shall be legally taken by a judgment creditor to
         attach or levy upon any assets of Intermediate Holdings, the Borrower
         or any Subsidiary to enforce any such judgment;

                  (l) an ERISA Event shall have occurred that, when taken
         together with all other ERISA Events that have occurred, could
         reasonably be expected to result in liability of the Borrower and the
         Subsidiaries in an aggregate amount exceeding $17,500,000 for all
         periods;

                  (m) any Lien purported to be created under any Security
         Document shall cease to be, or shall be asserted by any Loan Party not
         to be, a valid and perfected Lien on any material portion of the
         Collateral, with the priority required by the applicable Security
         Document, except (i) as a result of the sale or other disposition of
         the applicable Collateral in a transaction permitted under the Loan
         Documents or (ii) as a result of the Administrative Agent's failure to
         maintain possession of any stock certificates, promissory notes or
         other instruments delivered to it under the Collateral Agreement or to
         file all continuation statements;

                  (n) any Loan Document shall for any reason be asserted by any
         Loan Party not to be a legal, valid and binding obligation of any party
         thereto;

                  (o) the Guarantees by Intermediate Holdings and the Subsidiary
         Loan




                                                                              96


         Parties pursuant to the Collateral Agreement shall cease to be in full
         force and effect (other than in accordance with the terms of the Loan
         Documents) or shall be asserted by Intermediate Holdings, the Borrower
         or any Subsidiary Loan Party not to be in effect or not to be legal,
         valid and binding obligations;

                  (p) the Senior Subordinated Notes, the Additional Senior
         Subordinated Notes or any Guarantees thereof, or the Holdings PIK Note,
         shall cease, for any reason, to be validly subordinated to the
         Obligations or the obligations of Intermediate Holdings and the
         Subsidiary Loan Parties in respect of their Guarantees under the
         Collateral Agreement, as applicable, as provided in the Senior
         Subordinated Notes Documents or Additional Senior Subordinated Notes
         Documents, or the terms of the Holdings PIK Note, as applicable, or any
         Loan Party or the holders of at least 25% in aggregate principal amount
         of the Senior Subordinated Notes, the Additional Senior Subordinated
         Notes or the Holdings PIK Note, as applicable, shall so assert;

                  (q) a Change in Control shall occur; or

                  (r) Holdings shall amend, modify or waive any of the terms of
         the Holdings PIK Note in any manner that is materially adverse to the
         Lenders;

then, and in every such event (other than an event with respect to the Borrower
described in paragraph (h) or (i) of this Section), and at any time thereafter
during the continuance of such event, the Administrative Agent may, and at the
request of the Required Lenders shall, by notice to the Borrower, take either or
both of the following actions, at the same or different times: (i) terminate the
Commitments, and thereupon the Commitments shall terminate immediately, and (ii)
declare the Loans then outstanding to be due and payable in whole (or in part,
in which case any principal not so declared to be due and payable may thereafter
be declared to be due and payable), and thereupon the principal of the Loans so
declared to be due and payable, together with accrued interest thereon and all
fees and other obligations of the Borrower accrued hereunder, shall become due
and payable immediately, without presentment, demand, protest or other notice of
any kind, all of which are hereby waived by the Borrower; and in case of any
event with respect to the Borrower described in paragraph (h) or (i) of this
Section, the Commitments shall automatically terminate and the principal of the
Loans then outstanding, together with accrued interest thereon and all fees and
other obligations of the Borrower accrued hereunder, shall automatically become
due and payable, without presentment, demand, protest or other notice of any
kind, all of which are hereby waived by the Borrower.

         SECTION 7.02. Exclusion of Immaterial Subsidiaries. Solely for the
purposes of determining whether a Default has occurred under paragraph (h) or
(i) of Section 7.01, any reference in any such clause to any Subsidiary shall be
deemed not to include any Subsidiary affected by any event or circumstance
referred to in any such clause that did not, as of the last day of the fiscal
quarter of the Borrower most recently ended, have assets with a value in excess
of 5% of the consolidated total assets of the Borrower and the Subsidiaries or
5% of the total revenues of the Borrower and the Subsidiaries as of such date,
provided that if it is necessary to exclude more than one







                                                                              97


Subsidiary from paragraph (h) or (i) of Section 7.01 pursuant to this Section
7.02 in order to avoid an Event of Default thereunder, all excluded Subsidiaries
shall be considered to be a single consolidated Subsidiary for purposes of
determining whether the condition specified above is satisfied.


                                  ARTICLE VIII

                                   The Agents

         Each of the Lenders and the Issuing Bank hereby irrevocably appoints
the Administrative Agent as its agent and authorizes the Administrative Agent to
take such actions on its behalf and to exercise such powers as are delegated to
the Administrative Agent by the terms of the Loan Documents, together with such
actions and powers as are reasonably incidental thereto. For purposes of this
Article VIII, all references to the Administrative Agent shall be deemed to be
references to both the Administrative Agent and the Collateral Agent.

         The bank serving as the Administrative Agent hereunder shall have the
same rights and powers in its capacity as a Lender as any other Lender and may
exercise the same as though it were not the Administrative Agent, and such bank
and its Affiliates may accept deposits from, lend money to and generally engage
in any kind of business with the Borrower or any Subsidiary or other Affiliate
thereof as if it were not the Administrative Agent hereunder.

         The Administrative Agent shall not have any duties or obligations
except those expressly set forth in the Loan Documents. Without limiting the
generality of the foregoing, (a) the Administrative Agent shall not be subject
to any fiduciary or other implied duties, regardless of whether a Default has
occurred and is continuing, (b) the Administrative Agent shall not have any duty
to take any discretionary action or exercise any discretionary powers, except
discretionary rights and powers expressly contemplated by the Loan Documents
that the Administrative Agent is required to exercise in writing as directed by
the Required Lenders (or such other number or percentage of the Lenders as shall
be necessary under the circumstances as provided in Section 2.05(j) and Section
9.02), and (c) except as expressly set forth in the Loan Documents, the
Administrative Agent shall not have any duty to disclose, and shall not be
liable for the failure to disclose, any information relating to Holdings,
Intermediate Holdings the Borrower or any of the Subsidiaries that is
communicated to or obtained by the bank serving as Administrative Agent or any
of its Affiliates in any capacity. The Administrative Agent shall not be liable
for any action taken or not taken by it with the consent or at the request of
the Required Lenders (or such other number or percentage of the Lenders as shall
be necessary under the circumstances as provided in Section 2.05(j) and Section
9.02) or in the absence of its own gross negligence or willful misconduct. The
Administrative Agent shall not be deemed to have knowledge of any Default unless
and until written notice thereof is given to the Administrative Agent by
Intermediate Holdings, the Borrower or a Lender, and the Administrative Agent
shall not be responsible for or have any duty to ascertain or inquire into (i)
any statement, warranty or






                                                                              98


representation made in or in connection with any Loan Document, (ii) the
contents of any certificate, report or other document delivered thereunder or in
connection therewith, (iii) the performance or observance of any of the
covenants, agreements or other terms or conditions set forth in any Loan
Document, (iv) the validity, enforceability, effectiveness or genuineness of any
Loan Document or any other agreement, instrument or document or (v) the
satisfaction of any condition set forth in Article IV or elsewhere in any Loan
Document, other than to confirm receipt of items expressly required to be
delivered to the Administrative Agent.

         The Administrative Agent shall be entitled to rely upon, and shall not
incur any liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by it to be genuine
and to have been signed or sent by the proper Person. The Administrative Agent
also may rely upon any statement made to it orally or by telephone and believed
by it to be made by the proper Person, and shall not incur any liability for
relying thereon. The Administrative Agent may consult with legal counsel (who
may be counsel for the Borrower), independent accountants and other experts
selected by it, and shall not be liable for any action taken or not taken by it
in accordance with the advice of any such counsel, accountants or experts.

         The Administrative Agent may perform any and all its duties and
exercise its rights and powers by or through any one or more sub-agents
appointed by the Administrative Agent. The Administrative Agent and any such
sub-agent may perform any and all its duties and exercise its rights and powers
through their respective Related Parties. The exculpatory provisions of the
preceding paragraphs shall apply to any such sub-agent and to the Related
Parties of each Administrative Agent and any such sub-agent, and shall apply to
their respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Administrative Agent.

         Subject to the appointment and acceptance of a successor Administrative
Agent as provided in this paragraph, the Administrative Agent may resign at any
time by notifying the Lenders, the Issuing Bank and the Borrower. Upon any such
resignation, the Required Lenders shall have the right, in consultation with the
Borrower (except if a Default has occurred and is continuing), to appoint a
successor. If no successor shall have been so appointed by the Required Lenders
and shall have accepted such appointment within 30 days after the retiring
Administrative Agent gives notice of its resignation, then the retiring
Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint
a successor Administrative Agent which shall be a bank with an office in New
York, New York, or an Affiliate of any such bank. Upon the acceptance of its
appointment as Administrative Agent hereunder by a successor, such successor
shall succeed to and become vested with all the rights, powers, privileges and
duties of the retiring Administrative Agent, and the retiring Administrative
Agent shall be discharged from its duties and obligations hereunder. The fees
payable by the Borrower to a successor Administrative Agent shall be the same as
those payable to its predecessor unless otherwise agreed between the Borrower
and such successor. After the Administrative Agent's resignation hereunder, the
provisions of this Article and Section 9.03 shall continue in effect for the
benefit of such retiring Administrative Agent,






                                                                              99


its sub-agents and their respective Related Parties in respect of any actions
taken or omitted to be taken by any of them while it was acting as
Administrative Agent.

         Each Lender acknowledges 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 credit
analysis and decision to enter into this Agreement. Each Lender also
acknowledges 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 from time to time deem appropriate, continue to make its
own decisions in taking or not taking action under or based upon this Agreement,
any other Loan Document or related agreement or any document furnished hereunder
or thereunder. The Lenders identified in this Agreement as the Syndication Agent
and the Documentation Agent shall not have any right, power, obligation,
liability, responsibility or duty under this Agreement other than those
applicable to all Lenders. Without limiting the foregoing, neither the
Syndication Agent nor the Documentation Agent shall have or be deemed to have a
fiduciary relationship with any Lender.


                                   ARTICLE IX

                                  Miscellaneous

         SECTION 9.01. Notices. (a) Except in the case of notices and other
communications expressly permitted to be given by telephone, all notices and
other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:

                  (i) if to the Borrower, to Affinia Group Inc., 1796 Indianwood
         Circle, Maumee, Ohio 43537, Attention of Thomas Madden (Telecopy No.
         (419) 891-2859), with a copy to The Cypress Group, 65 East 55th Street,
         New York, New York, Attention of Joseph Parzick (Telecopy No. (212)
         705-0199);

                  (ii) if to the Administrative Agent, Issuing Bank, Swingline
         Lender or Collateral Agent, JPMorgan Loan and Agency Services Group,
         1111 Fannin, 10th Floor, Houston, Texas 77002, Attention of Omar Jones
         (Telecopy No. (713) 750-2938), with a copy to JPMorgan Chase Bank,
         N.A., 270 Park Avenue, 15th Floor, New York, New York 10017, Attention
         of Stephen Simon (Telecopy No.(212) 270-4016); and

                  (iii) if to any other Lender, to it at its address (or
         telecopy number) set forth in its Administrative Questionnaire.

         (b) Notices and other communications to the Lenders hereunder may be
delivered or furnished by electronic communications pursuant to procedures
approved by the Administrative Agent, provided that the foregoing shall not
apply to notices pursuant to Article II unless otherwise agreed by the
Administrative Agent and the applicable







                                                                             100


Lender. The Administrative Agent or the Borrower may, in its discretion, agree
to accept notices and other communications to it hereunder by electronic
communications pursuant to procedures approved by it, provided that approval of
such procedures may be limited to particular notices or communications.

         (c) Any party hereto may change its address or telecopy number for
notices and other communications hereunder by notice to the Administrative Agent
(and, in the case of the Administrative Agent, by written notice to the
Borrower). All notices and other communications given to any party hereto in
accordance with the provisions of this Agreement shall be deemed to have been
given on the date of receipt.

         SECTION 9.02. Waivers; Amendments. (a) No failure or delay by the
Administrative Agent, the Issuing Bank, the Collateral Agent, the Swingline
Lender or any Lender in exercising any right or power hereunder or under any
other Loan Document shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or
further exercise thereof or the exercise of any other right or power. The rights
and remedies of the Administrative Agent, the Issuing Bank, the Collateral
Agent, the Swingline Lender and the Lenders hereunder and under the other Loan
Documents are cumulative and are not exclusive of any rights or remedies that
they would otherwise have. No waiver of any provision of any Loan Document or
consent to any departure by any Loan Party therefrom shall in any event be
effective unless the same shall be permitted by paragraph (b) of this Section,
and then such waiver or consent shall be effective only in the specific instance
and for the purpose for which given. Without limiting the generality of the
foregoing, the making of a Loan or issuance of a Letter of Credit shall not be
construed as a waiver of any Default, regardless of whether the Administrative
Agent, any Lender, the Collateral Agent, the Swingline Lender or the Issuing
Bank may have had notice or knowledge of such Default at the time.

         (b) Except as provided in Section 2.20 with respect to an Incremental
Facility Amendment, neither this Agreement nor any other Loan Document nor any
provision hereof or thereof may be waived, amended or modified except, in the
case of this Agreement, pursuant to an agreement or agreements in writing
entered into by Intermediate Holdings, the Borrower and the Required Lenders or,
in the case of any other Loan Document, pursuant to an agreement or agreements
in writing entered into by the Administrative Agent and the Loan Party or Loan
Parties that are parties thereto, in each case with the consent of the Required
Lenders, provided that no such agreement shall (i) increase the Commitment of
any Lender without the written consent of such Lender, (ii) reduce or forgive
the principal amount of any Loan or LC Disbursement or reduce the rate of
interest thereon, or reduce any fees payable hereunder, without the written
consent of each Lender affected thereby, (iii) postpone the maturity of any
Loan, any scheduled date of payment of the principal amount of any Tranche B
Term Loan under Section 2.10, the required date of reimbursement of any LC
Disbursement or any date for the payment of any interest or fees payable
hereunder, or reduce the amount of, waive or excuse any such payment, or
postpone the scheduled date of expiration of any Commitment, without the written
consent of each Lender affected thereby, (iv) change







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Section 2.18(b) or (c) in a manner that would alter the pro rata sharing of
payments required thereby, without the written consent of each Lender, (v)
change any of the provisions of this Section or the percentage set forth in the
definition of "Required Lenders" or any other provision of any Loan Document
specifying the number or percentage of Lenders (or Lenders of any Class)
required to waive, amend or modify any rights thereunder or make any
determination or grant any consent thereunder, without the written consent of
each Lender (or each Lender of such Class, as applicable), (vi) release
Intermediate Holdings or any Subsidiary Loan Party from its Guarantee under the
Collateral Agreement (except as expressly provided in the Collateral Agreement)
or limit its liability in respect of such Guarantee, without the written consent
of each Lender, (vii) release all or substantially all the Collateral from the
Liens of the Security Documents (except as expressly provided in the Collateral
Agreement), without the written consent of each Lender or (viii) change any
provisions of any Loan Document in a manner that by its terms adversely affects
the rights in respect of payments due to Lenders holding Loans of any Class
differently than those holding Loans of any other Class, without the written
consent of Lenders holding a majority in interest of the outstanding Loans and
unused Commitments of each adversely affected Class; provided further that (A)
no such agreement shall amend, modify or otherwise affect the rights or duties
of the Administrative Agent, the Issuing Bank or the Swingline Lender without
the prior written consent of the Administrative Agent, the Issuing Bank or the
Swingline Lender, as applicable, and (B) any waiver, amendment or modification
of this Agreement that by its terms affects the rights or duties under this
Agreement of the Revolving Lenders (but not the Tranche B Lenders), or the
Tranche B Lenders (but not the Revolving Lenders) may be effected by an
agreement or agreements in writing entered into by Intermediate Holdings, the
Borrower and requisite percentage in interest of the affected Class of Lenders
that would be required to consent thereto under this Section if such Class of
Lenders were the only Class of Lenders hereunder at the time. In connection with
any proposed amendment, modification, waiver or termination (a "Proposed
Change") requiring the consent of all affected Lenders, if the consent of the
Required Lenders (and, to the extent any Proposed Change requires the consent of
Lenders holding Loans of any Class pursuant to clause (viii) of this Section
9.02(b), the consent of more than 50% in interest of the outstanding Loans and
unused Commitments of such Class) to such Proposed Change is obtained, but the
consent to such Proposed Change of other Lenders whose consent is required is
not obtained (any such Lender whose consent is not obtained as described in this
Section 9.02(b) being referred to as a "Non-Consenting Lender"), then, so long
as the Lender that is acting as the Administrative Agent is not a Non-Consenting
Lender, at the Borrower's request, any assignee that is acceptable to the
Administrative Agent (and that is not a Non-Consenting Lender) shall have the
right, with the Administrative Agent's consent, to purchase from such
Non-Consenting Lender, and such Non-Consenting Lender agrees that it shall, upon
the Borrower's request, sell and assign to such assignee, at no expense to such
Non-Consenting Lender (including with respect to any processing and recordation
fees that may be applicable pursuant to Section 9.04(b)(ii)(c)), all the
Commitments, Tranche B Term Loans and Revolving Exposure of such Non-Consenting
Lender for an amount equal to the principal balance of all Tranche B Term Loans
and Revolving Loans (and funded participations in Swingline Loans and
unreimbursed LC Disbursements) held by







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such Non-Consenting Lender and all accrued interest, fees and other amounts with
respect thereto through the date of sale (including amounts under Sections 2.15,
2.16 and 2.17), such purchase and sale to be consummated pursuant to an executed
Assignment and Assumption in accordance with Section 9.04(b) (which Assignment
and Assumption need not be signed by such Non-Consenting Lender).

         SECTION 9.03. Expenses; Indemnity; Damage Waiver. (a) The Borrower
shall pay (i) all reasonable out-of-pocket expenses incurred by the Agents and
their respective Affiliates, including the reasonable fees, charges and
disbursements of counsel for the Agents, in connection with the syndication of
the credit facilities provided for herein, the preparation and administration of
the Loan Documents or any amendments, modifications or waivers of the provisions
thereof (whether or not the transactions contemplated hereby or thereby shall be
consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing
Bank in connection with the issuance, amendment, renewal or extension of any
Letter of Credit or any demand for payment thereunder and (iii) all reasonable
out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or
any Lender, including the reasonable fees, charges and disbursements of any
counsel for the Administrative Agent, the Issuing Bank or any Lender, in
connection with the enforcement or protection of its rights in connection with
the Loan Documents, including its rights under this Section, or in connection
with the Loans made or Letters of Credit issued hereunder, including all such
reasonable out-of-pocket expenses incurred during any workout, restructuring or
negotiations in respect of such Loans or Letters of Credit.

         (b) The Borrower shall indemnify the Administrative Agent, the Issuing
Bank and each Lender, and each Related Party of any of the foregoing Persons
(each such Person being called an "Indemnitee") against, and hold each
Indemnitee harmless from, any and all losses, claims, damages, liabilities and
related expenses, including the fees, charges and disbursements of any counsel
for any Indemnitee, incurred by or asserted against any Indemnitee arising out
of, in connection with, or as a result of (i) the execution or delivery of any
Loan Document or any other agreement or instrument contemplated hereby, the
performance by the parties to the Loan Documents of their respective obligations
thereunder or the consummation of the Transactions or any other transactions
contemplated hereby, (ii) any Loan or Letter of Credit or the use of the
proceeds therefrom (including any refusal by the Issuing Bank to honor a demand
for payment under a Letter of Credit if the documents presented in connection
with such demand do not strictly comply with the terms of such Letter of
Credit), (iii) any actual or alleged presence or Release of Hazardous Materials
on or from any Mortgaged Property or any other property currently or formerly
owned or operated by the Borrower or any of its Subsidiaries, or any actual or
alleged Environmental Liability related in any way to the Borrower or any of its
Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation
or proceeding relating to any of the foregoing, whether based on contract, tort
or any other theory and regardless of whether any Indemnitee is a party thereto,
provided that such indemnity shall not, as to any Indemnitee, be available to
the extent that such losses, claims, damages, liabilities or related expenses
are determined by a court of competent jurisdiction to have resulted from the
gross negligence or willful misconduct of such Indemnitee.





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         (c) To the extent that the Borrower fails to pay any amount required to
be paid by it to the Administrative Agent, the Issuing Bank or the Swingline
Lender under paragraph (a) or (b) of this Section, each Lender severally agrees
to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as
applicable, such Lender's pro rata share (determined as of the time that the
applicable unreimbursed expense or indemnity payment is sought) of such unpaid
amount, provided that the unreimbursed expense or indemnified loss, claim,
damage, liability or related expense, as applicable, was incurred by or asserted
against the Administrative Agent, the Issuing Bank or the Swingline Lender in
its capacity as such. For purposes hereof, a Lender's "pro rata share" shall be
determined based upon its share of the aggregate Revolving Exposures,
outstanding Tranche B Term Loans and unused Commitments at the time.

         (d) To the extent permitted by applicable law, neither Intermediate
Holdings nor the Borrower shall assert, and each hereby waives, any claim
against any Indemnitee, on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages)
arising out of, in connection with, or as a result of, this Agreement or any
agreement or instrument contemplated hereby, the Transactions, any Loan or
Letter of Credit or the use of the proceeds thereof.

         (e) All amounts due under this Section shall be payable not later than
three days after written demand therefor.

         SECTION 9.04. Successors and Assigns. (a) The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns permitted hereby (including any
Affiliate of the Issuing Bank that issues any Letter of Credit), except that (i)
the Borrower may not assign or otherwise transfer any of its rights or
obligations hereunder without the prior written consent of each Lender (and any
attempted assignment or transfer by the Borrower without such consent shall be
null and void) and (ii) no Lender may assign or otherwise transfer its rights or
obligations hereunder except in accordance with this Section. Nothing in this
Agreement, expressed or implied, shall be construed to confer upon any Person
(other than the parties hereto, their respective successors and assigns
permitted hereby (including any Affiliate of the Issuing Bank that issues any
Letter of Credit), Participants (to the extent provided in paragraph (c) of this
Section) and, to the extent expressly contemplated hereby, the Related Parties
of each of the Administrative Agent, the Issuing Bank and the Lenders) any legal
or equitable right, remedy or claim under or by reason of this Agreement.

         (b) (i) Subject to the conditions set forth in paragraph (b)(ii) below,
any Lender may assign to one or more assignees all or a portion of its rights
and obligations under this Agreement (including all or a portion of its
Commitment and the Loans at the time owing to it) with the prior written consent
(such consent not to be unreasonably withheld or delayed) of:

                  (A) the Borrower, provided that (1) no consent of the Borrower
         shall be required for an assignment of all or any portion of a
         Revolving Commitment or any Lender's obligations in respect of its LC
         Exposure or Swingline Exposure to






                                                                             104


         a Lender, an Affiliate of a Lender, an Approved Fund unless such
         assignment shall result in increased costs to the Borrower or, if an
         Event of Default has occurred and is continuing, any other assignee,
         and (2) no consent of the Borrower shall be required for an assignment
         of all or any portion of a Tranche B Term Loan;

                  (B) the Administrative Agent, provided that no consent of the
         Administrative Agent shall be required for an assignment of all or any
         portion of a Tranche B Term Loan to a Lender, an Affiliate of a Lender
         or an Approved Fund; and

                  (C) the Issuing Bank, provided that no consent of the Issuing
         Bank shall be required for an assignment of all or any portion of a
         Tranche B Term Loan.

                           (ii) Assignments shall be subject to the following
                  conditions:

                  (A) except in the case of an assignment to a Lender or an
         Affiliate of a Lender or an Approved Fund or an assignment of the
         entire remaining amount of the assigning Lender's Commitment or Loans
         of any Class, the amount of the Commitment or Loans of the assigning
         Lender subject to each such assignment (determined as of the date the
         Assignment and Assumption with respect to such assignment is delivered
         to the Administrative Agent) shall not be less than $2,500,000 or, in
         the case of a Tranche B Term Loan, $1,000,000, unless each of the
         Borrower and the Administrative Agent otherwise consents (such consent
         not to be unreasonably withheld or delayed), provided that (1) no such
         consent of the Borrower shall be required if an Event of Default has
         occurred and is continuing and (2) contemporaneous assignments to two
         or more Approved Funds of a single Lender shall be treated as a single
         assignment for purposes of this clause (A);

                  (B) each partial assignment shall be made as an assignment of
         a proportionate part of all the assigning Lender's rights and
         obligations under this Agreement, provided that this clause shall not
         be construed to prohibit assignment of a proportionate part of all the
         assigning Lender's rights and obligations in respect of one Class of
         Commitments or Loans;

                  (C) the parties to each assignment shall execute and deliver
         to the Administrative Agent an Assignment and Assumption, together with
         a processing and recordation fee of $3,500, provided that only one such
         fee shall be payable in connection with contemporaneous assignments
         pursuant to the same Assignment and Assumption to or by two or more
         Approved Funds of a single Lender; and

                  (D) the assignee, if it shall not be a Lender, shall deliver
         to the Administrative Agent an Administrative Questionnaire.

         For purposes of this Section 9.04(b), the term "Approved Fund" means
(a) a CLO and (b) with respect to any Lender that is a fund which invests in
bank loans and similar extensions of credit, any other fund that invests in bank
loans and similar







                                                                             105


extensions of credit and is managed by the same investment advisor as such
Lender or by an Affiliate of such investment advisor.

         "CLO" means any entity (whether a corporation, partnership, trust or
otherwise) that is engaged in making, purchasing, holding or otherwise investing
in bank loans and similar extensions of credit in the ordinary course and is
administered or managed by a Lender or an Affiliate of such Lender.

                  (iii) Subject to acceptance and recording thereof pursuant to
         paragraph (b)(iv) of this Section, from and after the effective date
         specified in each Assignment and Assumption the assignee thereunder
         shall be a party hereto and, to the extent of the interest assigned by
         such Assignment and Assumption, have the rights and obligations of a
         Lender under this Agreement, and the assigning Lender thereunder shall,
         to the extent of the interest assigned by such Assignment and
         Assumption, be released from its obligations under this Agreement (and,
         in the case of an Assignment and Assumption covering all the assigning
         Lender's rights and obligations under this Agreement, such Lender shall
         cease to be a party hereto but shall continue to be entitled to the
         benefits of Sections 2.15, 2.16, 2.17 and 9.03). Any assignment or
         transfer by a Lender of rights or obligations under this Agreement that
         does not comply with this Section 9.04 shall be treated for purposes of
         this Agreement as a sale by such Lender of a participation in such
         rights and obligations in accordance with paragraph (c) of this
         Section.

                  (iv) The Administrative Agent, acting for this purpose as an
         agent of the Borrower, shall maintain at one of its offices a copy of
         each Assignment and Assumption delivered to it and a register for the
         recordation of the names and addresses of the Lenders, and the
         Commitment of, and principal amount of the Loans and LC Disbursements
         owing to, each Lender pursuant to the terms hereof from time to time
         (the "Register"). The entries in the Register shall be conclusive, and
         the Borrower, the Administrative Agent, the Issuing Bank and the
         Lenders may treat each Person whose name is recorded in the Register
         pursuant to the terms hereof as a Lender hereunder for all purposes of
         this Agreement, notwithstanding notice to the contrary. The Register
         shall be available for inspection by the Borrower, the Issuing Bank and
         any Lender, at any reasonable time and from time to time upon
         reasonable prior notice.

                  (v) Upon its receipt of a duly completed Assignment and
         Assumption executed by an assigning Lender and an assignee, the
         assignee's completed Administrative Questionnaire (unless the assignee
         shall already be a Lender hereunder), the processing and recordation
         fee referred to in paragraph (b) of this Section and any written
         consent to such assignment required by paragraph (b) of this Section,
         the Administrative Agent shall accept such Assignment and Assumption
         and record the information







                                                                             106


         contained therein in the Register. No assignment shall be effective for
         purposes of this Agreement unless it has been recorded in the Register
         as provided in this paragraph.

         (c) (i) Any Lender may, without the consent of the Borrower, the
Administrative Agent, the Issuing Bank or the Swingline Lender, sell
participations to one or more banks or other entities (a "Participant") in all
or a portion of such Lender's rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans owing to it),
provided that (A) such Lender's obligations under this Agreement shall remain
unchanged, (B) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations and (C) the Borrower, the
Administrative Agent, the Issuing Bank and the other Lenders shall continue to
deal solely and directly with such Lender in connection with such Lender's
rights and obligations under this Agreement. Any agreement or instrument
pursuant to which a Lender sells such a participation shall provide that such
Lender shall retain the sole right to enforce this Agreement and to approve any
amendment, modification or waiver of any provision of this Agreement, provided
that such agreement or instrument may provide that such Lender will not, without
the consent of the Participant, agree to any amendment, modification or waiver
described in the first proviso to Section 9.02(b) that affects such Participant.
Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each
Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 to
the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to paragraph (b) of this Section. To the extent permitted by
law, each Participant also shall be entitled to the benefits of Section 9.08 as
though it were a Lender, provided such Participant agrees to be subject to
Section 2.18(c) as though it were a Lender.

                  (ii) A Participant shall not be entitled to receive any
         greater payment under Section 2.15 or 2.17 than the applicable Lender
         would have been entitled to receive with respect to the participation
         sold to such Participant, unless the sale of the participation to such
         Participant is made with the Borrower's prior written consent. A
         Participant that would be a Foreign Lender if it were a Lender shall
         not be entitled to the benefits of Section 2.17 unless the Borrower is
         notified of the participation sold to such Participant and such
         Participant agrees, for the benefit of the Borrower, to comply with
         Section 2.17(e) as though it were a Lender.

                  (iii) Any Lender may at any time, without the consent of the
         Borrower or the Administrative Agent, pledge, assign or grant a
         security interest in all or any portion of its rights under this
         Agreement to secure obligations of such Lender, including any pledge,
         assignment or grant to secure obligations to a Federal Reserve Bank,
         and this Section shall not apply to any such pledge, assignment or
         grant of a security interest, provided that no such pledge, assignment
         or grant of a security interest shall release a Lender from any of its
         obligations hereunder or substitute any such pledgee or assignee for
         such Lender as a party hereto.

         SECTION 9.05. Survival. All covenants, agreements, representations and
warranties made by the Loan Parties in the Loan Documents and in the
certificates or other instruments delivered in connection with or pursuant to
this Agreement or any other






                                                                             107


Loan Document shall be considered to have been relied upon by the other parties
hereto and shall survive the execution and delivery of the Loan Documents and
the making of any Loans and issuance of any Letters of Credit, regardless of any
investigation made by any such other party or on its behalf and notwithstanding
that the Administrative Agent, the Issuing Bank or any Lender may have had
notice or knowledge of any Default or incorrect representation or warranty at
the time any credit is extended hereunder, and shall continue in full force and
effect as long as the principal of or any accrued interest on any Loan or any
fee or any other amount payable under this Agreement is outstanding and unpaid
or any Letter of Credit is outstanding and so long as the Commitments have not
expired or terminated. The provisions of Sections 2.15, 2.16, 2.17 and 9.03 and
Article VIII shall survive and remain in full force and effect regardless of the
consummation of the transactions contemplated hereby, the repayment of the
Loans, the expiration or termination of the Letters of Credit and the
Commitments or the termination of this Agreement or any provision hereof.

         SECTION 9.06. Counterparts; Integration; Effectiveness. This Agreement
may be executed in counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract. This Agreement, the other
Loan Documents and any separate letter agreements with respect to fees payable
to the Administrative Agent constitute the entire contract among the parties
relating to the subject matter hereof and supersede any and all previous
agreements and understandings, oral or written, relating to the subject matter
hereof. Except as provided in Section 4.01, this Agreement shall become
effective when it shall have been executed by the Administrative Agent and when
the Administrative Agent shall have received counterparts hereof which, when
taken together, bear the signatures of each of the other parties hereto, and
thereafter shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns. Delivery of an executed counterpart
of a signature page of this Agreement by telecopy shall be effective as delivery
of a manually executed counterpart of this Agreement.

         SECTION 9.07. Severability. Any provision of this Agreement held to be
invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

         SECTION 9.08. Right of Setoff. If an Event of Default shall have
occurred and be continuing, each Lender and each of its Affiliates is hereby
authorized at any time and from time to time, to the fullest extent permitted by
law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other obligations at any time
owing by such Lender or Affiliate to or for the credit or the account of the
Borrower against any of and all the obligations of the Borrower now or hereafter
existing under this Agreement held by such Lender, irrespective of whether or
not such Lender shall have made any demand under this Agreement and although
such obligations may be unmatured. The applicable Lender





                                                                             108


shall notify the Borrower and the Administrative Agent of such set-off or
application, provided that any failure to give or any delay in giving such
notice shall not affect the validity of any such set-off or application under
this Section. The rights of each Lender under this Section are in addition to
other rights and remedies (including other rights of setoff) which such Lender
may have.

         SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of
Process. (a) This Agreement shall be construed in accordance with and governed
by the law of the State of New York.

         (b) Each of Intermediate Holdings and the Borrower hereby irrevocably
and unconditionally submits, for itself and its property, to the nonexclusive
jurisdiction of the Supreme Court of the State of New York sitting in New York
County and of the United States District Court of the Southern District of New
York, and any appellate court from any thereof, in any action or proceeding
arising out of or relating to any Loan Document, or for recognition or
enforcement of any judgment, and each of the parties hereto hereby irrevocably
and unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State or, to the extent
permitted by law, in such Federal court. Each of the parties hereto agrees that
a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law. Nothing in this Agreement or any other Loan Document shall
affect any right that the Administrative Agent, the Issuing Bank or any Lender
may otherwise have to bring any action or proceeding relating to this Agreement
or any other Loan Document against Intermediate Holdings, the Borrower or their
respective properties in the courts of any jurisdiction.

         (c) Each of Intermediate Holdings and the Borrower hereby irrevocably
and unconditionally waives, to the fullest extent it may legally and effectively
do so, any objection that it may now or hereafter have to the laying of venue of
any suit, action or proceeding arising out of or relating to this Agreement or
any other Loan Document in any court referred to in paragraph (b) of this
Section. Each of the parties hereto hereby irrevocably waives, to the fullest
extent permitted by law, the defense of an inconvenient forum to the maintenance
of such action or proceeding in any such court.

         (d) Each party to this Agreement irrevocably consents to service of
process in the manner provided for notices in Section 9.01. Nothing in this
Agreement or any other Loan Document will affect the right of any party to this
Agreement to serve process in any other manner permitted by law.

         SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH
PARTY HERETO






                                                                             109


(A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.

         SECTION 9.11. Headings. Article and Section headings and the Table of
Contents used herein are for convenience of reference only, are not part of this
Agreement and shall not affect the construction of, or be taken into
consideration in interpreting, this Agreement.

         SECTION 9.12. Confidentiality. Each of the Administrative Agent, the
Issuing Bank and the Lenders agrees to maintain the confidentiality of the
Information (as defined below), except that Information may be disclosed (a) to
its and its Affiliates' directors, officers, employees, trustees and agents,
including accountants, legal counsel and other advisors (it being understood
that the Persons to whom such disclosure is made will be informed of the
confidential nature of such Information and instructed to keep such Information
confidential), (b) to the extent requested by any regulatory authority, (c) to
the extent required by applicable laws or regulations or by any subpoena or
similar legal process, (d) to any other party to this Agreement, (e) in
connection with the exercise of any remedies hereunder or any suit, action or
proceeding relating to this Agreement or any other Loan Document or the
enforcement of rights hereunder or thereunder, (f) subject to an agreement
containing provisions substantially the same as those of this Section, to (i)
any assignee of or Participant in, or any prospective assignee of or Participant
in, any of its rights or obligations under this Agreement (including any pledgee
under Section 9.04(c)(iii)) or (ii) any actual or prospective counterparty (or
its advisors) to any swap or derivative transaction relating to the Borrower or
any Subsidiary and its obligations, (g) with the consent of the Borrower or (h)
to the extent such Information (i) becomes publicly available other than as a
result of a breach of this Section or (ii) becomes available to the
Administrative Agent, the Issuing Bank or any Lender on a nonconfidential basis
from a source other than Intermediate Holdings or the Borrower, provided that
such source is not actually known by such disclosing party to be bound by an
agreement containing provisions substantially the same as those contained in
this Section. For the purposes of this Section, the term "Information" means all
information received from Intermediate Holdings, the Borrower or any of the
Subsidiaries relating to any of Intermediate Holdings, the Borrower, any of the
Subsidiaries or its business, other than any such information that is available
to the Administrative Agent, the Issuing Bank or any Lender on a nonconfidential
basis prior to disclosure by Intermediate Holdings, the Borrower or such
Subsidiary, provided that, in the case of information received from Intermediate
Holdings, the Borrower or such Subsidiary after the date hereof, such
information is clearly identified at the time of delivery as confidential. Any
Person required to maintain the confidentiality of Information as provided in
this Section shall be considered to have complied with its obligation to do so
if such Person has exercised the same degree of care to maintain the






                                                                             110


confidentiality of such Information as such Person would accord to its own
confidential information.

         SECTION 9.13. Interest Rate Limitation. Notwithstanding anything herein
to the contrary, if at any time the interest rate applicable to any Loan,
together with all fees, charges and other amounts that are treated as interest
on such Loan under applicable law (collectively the "Charges"), shall exceed the
maximum lawful rate (the "Maximum Rate") that may be contracted for, charged,
taken, received or reserved by the Lender holding such Loan in accordance with
applicable law, the rate of interest payable in respect of such Loan hereunder,
together with all Charges payable in respect thereof, shall be limited to the
Maximum Rate and, to the extent lawful, the interest and Charges that would have
been payable in respect of such Loan but were not payable as a result of the
operation of this Section shall be cumulated and the interest and Charges
payable to such Lender in respect of other Loans or periods shall be increased
(but not above the Maximum Rate therefor) until such cumulated amount, together
with interest thereon at the Federal Funds Effective Rate to the date of
repayment, shall have been received by such Lender.

         SECTION 9.14. USA Patriot Act. Each Lender hereby notifies the Borrower
that pursuant to the requirements of the USA Patriot Act, it is required to
obtain, verify and record information that identifies the Borrower, which
information includes the name and address of the Borrower and other information
that will allow such Lender to identify the Borrower in accordance with the USA
Patriot Act.








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

                                           AFFINIA GROUP INC.,
                                           as Borrower,


                                           by
                                                       /s/ Thomas H. Madden
                                              ----------------------------------
                                              Name: Thomas H. Madden
                                              Title: Chief Financial Officer and
                                                     Treasurer


                                           AFFINIA GROUP INTERMEDIATE
                                           HOLDINGS INC.,


                                           by
                                                       /s/ Thomas H. Madden
                                              ----------------------------------
                                              Name: Thomas H. Madden
                                              Title: Chief Financial Officer and
                                                     Treasurer
























                      [SIGNATURE PAGE TO CREDIT AGREEMENT]





                                              JPMORGAN CHASE BANK, N.A.
                                              individually and as
                                              Administrative Agent,


                                              by
                                                      /s/ Robert Anastasio
                                                  -----------------------------
                                                  Name:  Robert Anastasio
                                                  Title:    Vice President




































                      [SIGNATURE PAGE TO CREDIT AGREEMENT]





                                                   GOLDMAN SACHS CREDIT PARTNERS
                                                   L.P., individually and as
                                                   Co-Syndication Agent,


                                                   by
                                                         /s/ William W. Archer
                                                      ------------------------
                                                      Name: William W. Archer
                                                      Title: Managing Director


































                      [SIGNATURE PAGE TO CREDIT AGREEMENT]






                                               CREDIT SUISSE FIRST BOSTON,
                                               acting through its Cayman
                                               Island Branch, individually
                                               and as Co-Syndication
                                               Agent,


                                               by
                                                        /s/ James P. Moran
                                                   -----------------------------
                                                   Name: James P. Moran
                                                   Title: Director


                                               by
                                                        /s/ Denise L. Alvarez
                                                   -----------------------------
                                                   Name: Denise L. Alvarez
                                                   Title: Associate
































                      [SIGNATURE PAGE TO CREDIT AGREEMENT]






                                              DEUTSCHE BANK AG, CAYMAN ISLANDS
                                              BRANCH, individually and as
                                              Co-Documentation Agent,


                                              by
                                                    /s/ Marguerite Sutton
                                                 -----------------------------
                                                 Name: Marguerite Sutton
                                                 Title:   Vice President


                                              by
                                                    /s/ Scottye Lindsey
                                                 -----------------------------
                                                 Name: Scottye Lindsey
                                                 Title:   Director








                      [SIGNATURE PAGE TO CREDIT AGREEMENT]



                                              UBS SECURITIES LLC, as
                                              Co-Documentation Agent,

                                              by
                                                      /s/ David A. Juge
                                                  ------------------------------
                                                  Name: David A. Juge
                                                  Title:   Managing Director


                                              by
                                                       /s/ James P. Boland
                                                  ------------------------------
                                                  Name: James P. Boland
                                                  Title:   Executive Director

















                      [SIGNATURE PAGE TO CREDIT AGREEMENT]