CREDIT AGREEMENT


                            Dated as of March 4, 2005

                                      among

                            CHECKPOINT SYSTEMS, INC.,
                                 as the Company,

                    CHECKPOINT MANUFACTURING JAPAN CO., LTD.,
                              as Japanese Borrower,

          CERTAIN FOREIGN SUBSIDIARIES OF THE COMPANY FROM TIME TO TIME
                                  PARTY HERETO,
                              as Foreign Borrowers,

  Certain Domestic Subsidiaries of the COMPANY from time to time party hereto,
                                as US Guarantors,

          CERTAIN FOREIGN SUBSIDIARIES OF THE COMPANY FROM TIME TO TIME
                                  PARTY HERETO,
                              as Foreign Guarantors

                           THE LENDERS Parties Hereto

                                       and

                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                             as Administrative Agent

          BANK OF TOKYO-MITSUBISHI TRUST COMPANY, as Syndication Agent

                JPMORGAN CHASE BANK, N.A. as Documentation Agent

              HARRIS TRUST AND SAVINGS BANK, as Documentation Agent

                         WACHOVIA CAPITAL MARKETS, LLC,
                 As Sole Lead Arranger, Manager and Book Runner





i

                                TABLE OF CONTENTS


SECTION 1 DEFINITIONS                                                         1
         1.1      Definitions.................................................1
         1.2      Computation of Time Periods................................25
         1.3      Accounting Terms...........................................25
         1.4      Exchange Rates; Currency Equivalents.......................26
         1.5      Redenomination of Certain Foreign Currencies and
                               Computation of Dollar Amounts.................26

SECTION 2 CREDIT FACILITY                                                    27
         2.1      US Revolving Loans.........................................27
         2.2      Japanese Revolving Loans...................................30
         2.3      Swingline Loan Subfacility.................................33
         2.4      Letter of Credit Subfacility...............................35
         2.5      Additional Loans...........................................38
         2.6      Default Rate...............................................39
         2.7      Extension and Conversion...................................40
         2.8      Prepayments................................................40
         2.9      Termination and Reduction of Commitments...................41
         2.10     Fees.......................................................41
         2.11     Computation of Interest and Fees...........................43
         2.12     Pro Rata Treatment and Payments............................43
         2.13     Non-Receipt of Funds by the Administrative Agent...........45
         2.14     Inability to Determine Interest Rate.......................46
         2.15     Illegality.................................................46
         2.16     Requirements of Law........................................47
         2.17     Indemnity..................................................48
         2.18     Taxes......................................................49
         2.19     Indemnification; Nature of Issuing Lender's Duties.........51
         2.20     Replacement of Lenders.....................................53
         2.21     Additional Foreign Borrowers...............................53

SECTION 3 REPRESENTATIONS AND WARRANTIES.....................................54
         3.1      Existing Indebtedness......................................54
         3.2      Financial Statements.......................................54
         3.3      No Material Adverse Change.................................55
         3.4      Organization; Existence....................................55
         3.5      Authorization; Power; Enforceable Obligations..............55
         3.6      Consent; Government Authorizations.........................55
         3.7      No Material Litigation.....................................56
         3.8      No Default.................................................56
         3.9      Taxes......................................................56
         3.10     ERISA......................................................56
         3.11     Governmental Regulations, Etc..............................57
         3.12     Subsidiaries...............................................58
         3.13     Use of Proceeds............................................59
         3.14     Contractual Obligations; Compliance with Laws; No Conflicts59
         3.15     Accuracy and Completeness of Information...................59
         3.16     Environmental Matters......................................59
         3.17     Solvency...................................................60
         3.18     No Burdensome Restrictions.................................61
         3.19     Title to Property; Leases..................................61
         3.20     Insurance..................................................61
         3.21     Licenses and Permits.......................................61
         3.22     Anti-Terrorism Laws........................................61
         3.23     Labor Matters..............................................62
         3.24     Compliance with OFAC Rules and Regulations.................62

SECTION 4 CONDITIONS                                                         62
         4.1      Conditions to Closing......................................62
         4.2      Conditions to All Extensions of Credit.....................65

SECTION 5 AFFIRMATIVE COVENANTS..............................................65
         5.1      Financial Statements.......................................65
         5.2      Certificates; Other Information............................67
         5.3      Notices....................................................68
         5.4      Maintenance of Existence; Compliance with Laws; Contractual
                                          Obligations........................69
         5.5      Maintenance of Property; Insurance.........................69
         5.6      Inspection of Property; Books and Records; Discussions.....70
         5.7      Use of Proceeds............................................70
         5.8      Additional US Subsidiary Guarantors and Foreign Guarantors.70
         5.9      Financial Covenants.........................................72
         5.10     Payment of Obligations.....................................72
         5.11     Environmental Laws.........................................73

SECTION 6 NEGATIVE COVENANTS                                                 73
         6.1      Indebtedness...............................................74
         6.2      Liens......................................................75
         6.3      Nature of Business.........................................75
         6.4      Mergers, Sale of Assets and Indebtedness of Subsidiaries...75
         6.5      Advances, Investments and Loans............................76
         6.6      Transactions with Affiliates...............................77
         6.7      Fiscal Year; Organizational Documents; Material Contracts..77
         6.8      Limitation on Restricted Actions...........................77
         6.9      Restricted Payments........................................78
         6.10     Sale Leasebacks............................................78
         6.11     No Further Negative Pledges................................78

SECTION 7 EVENTS OF DEFAULT                                                  79
         7.1      Events of Default..........................................79
         7.2      Acceleration; Remedies.....................................81

SECTION 8 AGENCY PROVISIONS                                                  82
         8.1      Appointment................................................82
         8.2      Delegation of Duties.......................................82
         8.3      Exculpatory Provisions.....................................82
         8.4      Reliance by Administrative Agent...........................83
         8.5      Notice of Default..........................................83
         8.6      Non-Reliance on Administrative Agent and Other Lenders.....84
         8.7      Indemnification............................................84
         8.8      Administrative Agent in Its Individual Capacity............85
         8.9      Successor Administrative Agent.............................85
         8.10     Patriot Act Notice.........................................85
         8.11     Other Agents, Arrangers and Managers.......................85

SECTION 9 GUARANTY                                                           86
         9.1      The US Guaranty............................................86
         9.2      Bankruptcy.................................................86
         9.3      Nature of Liability........................................87
         9.4      Independent Obligation.....................................87
         9.5      Authorization..............................................87
         9.6      Reliance...................................................88
         9.7      Waiver.....................................................88
         9.8      Limitation on Enforcement..................................89
         9.9      Confirmation of Payment....................................90

SECTION 10 MISCELLANEOUS                                                     90
         10.1     Amendments and Waivers.....................................90
         10.2     Notices....................................................92
         10.3     No Waiver; Cumulative Remedies.............................94
         10.4     Survival of Representations and Warranties.................94
         10.5     Payment of Expenses and Taxes..............................94
         10.6     Successors and Assigns; Participations; Purchasing Lenders.95
         10.7     Adjustments; Set-off.......................................98
         10.8     Table of Contents and Section Headings.....................99
         10.9     Counterparts...............................................99
         10.10    Effectiveness..............................................99
         10.11    Severability...............................................99
         10.12    Integration................................................99
         10.13    GOVERNING LAW.............................................100
         10.14    Consent to Jurisdiction and Service of Process............100
         10.15    Confidentiality...........................................100
         10.16    Judgment Currency.........................................101
         10.17    Acknowledgments...........................................101
         10.18    Waivers of Jury Trial.....................................102



SECTION 11 SPECIAL PROVISIONS APPLICABLE TO LENDERS UPON THE

OCCURRENCE OF A SHARING EVENT                                               102
         11.1     Participations............................................102
         11.2     Administrative Agent's Determination Binding..............103
         11.3     Participation Payments in Dollars.........................103
         11.4     Delinquent Participation Payments.........................103
         11.5     Settlement of Participation Payments......................104
         11.6     Participation Obligations Absolute........................104
         11.7     Increased Cost; Indemnities...............................104
         11.8     Provisions Solely to Effect Intercreditor Agreement.......104






                                    SCHEDULES

Schedule 1.1-1     Form of Account Designation Letter
Schedule 1.1-2     Mandatory Cost Rate
Schedule 2.1(a)    Lenders and Commitments
Schedule 2.1(b)(i) Form of Notice of Borrowing
Schedule 2.1(e)    Form of US Note
Schedule 2.2(e)    Form of Japanese Note
Schedule 2.3(d)    Form of Swingline Note
Schedule 2.7       Form of Notice of Extension/Conversion
Schedule 2.18      2.18 Certificate
Schedule 2.21      Foreign Borrower Joinder Agreement
Schedule 3.1       Indebtedness
Schedule 3.7       Litigation
Schedule 3.12      Subsidiaries
Schedule 3.20      Insurance
Schedule 3.23      Labor Matters
Schedule 4.1(d)    Form of Secretary's Certificate
Schedule 5.2(b)    Form of Officer's Compliance Certificate
Schedule 5.8(a)    Form of US Guarantor Joinder Agreement
Schedule 5.8(b)    Form of Foreign Guarantor Joinder Agreement
Schedule 6.2       Liens
Schedule 6.5(e)    Investments
Schedule 10.2      Lenders' Lending Offices
Schedule 10.6(c)   Form of Commitment Transfer Supplement






99

                                CREDIT AGREEMENT

         THIS CREDIT AGREEMENT, dated as of March 4, 2005 (the "Credit
Agreement"), is by and among CHECKPOINT SYSTEMS, INC., a Pennsylvania
corporation (the "Company"), CHECKPOINT MANUFACTURING JAPAN CO., LTD. (the
"Japanese Borrower"), those Foreign Subsidiaries of the Company identified as
"Foreign Borrowers" on the signature pages hereto and each other Foreign
Subsidiary as may from time to time become a party hereto pursuant to Section
2.21 as a borrower (the "Foreign Borrowers"), those Domestic Subsidiaries of the
Company identified as "US Guarantors" on the signature pages hereto and each
other Domestic Subsidiary of the Company as may from time to time become a party
hereto as a guarantor (the "US Subsidiary Guarantors" and together with the
Company, the "US Guarantors"), those Foreign Subsidiaries of the Company
identified as "Foreign Guarantors" on the signature pages hereto and each other
Foreign Subsidiary as may from time to time become a party hereto pursuant to
Section 5.8 as a guarantor (the "Foreign Guarantors"), the several banks and
other financial institutions as may from time to time become parties to this
Credit Agreement (collectively, the "Lenders" and individually, a "Lender") and
WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent for the Lenders (in
such capacity, the "Administrative Agent").

                               W I T N E S S E T H

         WHEREAS, the Company has requested that the Lenders provide a
$150,000,000 revolving credit facility for the purposes hereinafter set forth;

         WHEREAS, the Company has directed that the Japanese Borrower and the
Foreign Borrowers obtain financing from the Lenders hereunder; and

         WHEREAS, the Lenders have agreed to make the requested credit facility
available to the Company and certain of its Subsidiaries on the terms and
conditions hereinafter set forth.

         NOW, THEREFORE, IN CONSIDERATION of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:


                                    SECTION 1
                                   DEFINITIONS

         1.1      Definitions.

         As used in this Credit Agreement, the following terms shall have the
meanings specified below unless the context otherwise requires:

         "Account Designation Letter" means the Notice of Account Designation
Letter dated the Closing Date from the Company to the Administrative Agent in
substantially the form attached hereto as Schedule 1.1-1.

         "Administrative Agent" has the meaning set forth in the first paragraph
hereof, together with any successors or assigns.

         "Affiliate" means as to any Person, any other Person which, directly or
indirectly, is in control of, is controlled by, or is under common control with,
such Person. For purposes of this definition, a Person shall be deemed to be
"controlled by" a Person if such Person possesses, directly or indirectly, power
either (a) to vote 10% or more of the securities having ordinary voting power
for the election of directors of such Person or (b) to direct or cause the
direction of the management and policies of such Person whether by contract or
otherwise.

         "Agent Approval Entity" means Checkpoint Systems International GmbH,
Checkpoint Systems GmbH, Checkpoint Systems Holding GmbH, Checkpoint Systems
Europe GmbH, Checkpoint Systems France S.A, Checkpoint Systems Espana, S.A.,
Checkpoint Holland Holding B.V. and Checkpoint Meto Benelux B.V.

         "Aggregate Japanese Revolving Committed Amount" means the aggregate
amount of Japanese Revolving Commitments in effect from time to time, being
initially TWENTY MILLION DOLLARS ($20,000,000) (as such amount may be reduced as
provided in Section 2.9 from time to time).

         "Aggregate US Revolving Committed Amount" means the aggregate amount of
US Revolving Commitments in effect from time to time, being initially ONE
HUNDRED THIRTY MILLION DOLLARS ($130,000,000) (as such amount may be increased
as provided in Section 2.5 or reduced as provided in Section 2.9 from time to
time).

         "Alternate Base Rate" means, for any day, the rate per annum (rounded
upwards, if necessary, to the nearest whole multiple of 1/100 of 1%) equal to
the greater of (a) the Federal Funds Rate in effect on such day plus 1/2 of 1%
or (b) the Prime Rate in effect on such day. If for any reason the
Administrative Agent shall have reasonably determined (which determination shall
be conclusive absent manifest error) that it is unable after due inquiry to
ascertain the Federal Funds Rate for any reason, including the inability or
failure of the Administrative Agent to obtain sufficient quotations in
accordance with the terms hereof, the Alternate Base Rate shall be determined
without regard to clause (a) of the first sentence of this definition until the
circumstances giving rise to such inability no longer exist. Any change in the
Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Rate
shall be effective on the effective date of such change in the Prime Rate or the
Federal Funds Rate, respectively.

         "Alternate Base Rate Loans" means Loans that bear interest at an
interest rate based on the Alternate Base Rate.

         "Anti-Terrorism Laws" has the meaning set forth in Section 3.22.

         "Applicable Percentage" means, for any day, the rate per annum set
forth below opposite the applicable level then in effect, it being understood
that the Applicable Percentage for (a) Revolving Loans that are Alternate Base
Rate Loans shall be the percentage set forth under the column "Alternate Base
Rate Margin for Revolving Loans", (b) Revolving Loans that are LIBOR Rate Loans
shall be the percentage set forth under the column "LIBOR Rate Margin for
Revolving Loans and Letter of Credit Fee", (c) the Letter of Credit Fee shall be
the percentage set forth under the column "LIBOR Rate Margin for Revolving Loans
and Letter of Credit Fee" and (d) the US Commitment Fee and the Japanese
Commitment Fee shall be the percentage set forth under the column "Commitment
Fee":


                                      APPLICABLE PERCENTAGE

                                  Alternate     LIBOR Rate
                                  Base Rate     Margin For
                                  Margin For   Revolving Loans
                                  Revolving     and Letter of    Commitment Fee
 Level          Leverage Ratio    Loans         Credit Fee
  I          > 2.50 to 1.0         0.500%          1.750%            0.300%
 II          < 2.50 to 1.0 but     0.250%          1.500%            0.300%
             > 2.00 to 1.0
III          < 2.00 to 1.0 but     0.000%          1.250%            0.250%
             > 1.50 to 1.0
 IV          < 1.50 to 1.0 but     0.000%          1.000%            0.250%
             > 1.00 to 1.0
  V          < 1.00 to 1.0         0.000%          0.750%            0.175%

         The Applicable Percentage shall, in each case, be determined and
adjusted quarterly on the date five (5) Business Days after the date on which
the Administrative Agent has received from the Company the financial information
and certifications required to be delivered to the Administrative Agent and the
Lenders in accordance with the provisions of Sections 5.1(a) and (b) and Section
5.2(b) (each an "Interest Determination Date"). Such Applicable Percentage shall
be effective from such Interest Determination Date until the next such Interest
Determination Date. The initial Applicable Percentages shall be based on Level
IV until the first Interest Determination Date occurring after the delivery of
the officer's compliance certificate pursuant to Section 5.2(b) for the quarter
ending December 26, 2004. After the Closing Date, if the Company shall fail to
provide the quarterly financial information and certifications in accordance
with the provisions of Sections 5.1(a) and (b) and Sections 5.2(a) and (b), the
Applicable Percentage from such Interest Determination Date shall, on the date
five (5) Business Days after the date by which the Company was so required to
provide such financial information and certifications to the Administrative
Agent and the Lenders, be based on Level I until such time as such information
and certifications are provided, whereupon the Level shall be determined by the
then current Leverage Ratio.

         "Applicable Time" means, with respect to any borrowings and payments in
Foreign Currencies, the local times in the place of settlement for such Foreign
Currencies as may be determined by the Administrative Agent to be necessary for
timely settlement on the relevant date in accordance with normal banking
procedures in the place of payment.

         "Applicant Foreign Borrower" has the meaning set forth in Section 2.21.

         "Bankruptcy Code" means the Bankruptcy Code in Title 11 of the United
States Code, as amended, modified, succeeded or replaced from time to time.

         "British Pounds Sterling" or "(pound)"means the lawful currency of the
United Kingdom.

         "Borrowers" means the Company, the Japanese Borrower and the
Foreign Borrowers.

         "Business Day" means any day other than a Saturday, Sunday or
legal holiday on which commercial banks in Charlotte, North Carolina or New
York, New York are authorized or required by law to close; provided, however,
that (a) when used in connection with a rate determination, borrowing or payment
in respect of a LIBOR Rate Loan, the term "Business Day" shall also exclude any
day on which banks in London, England are not open for dealings in deposits of
Dollars or Foreign Currencies, as applicable, in the London interbank market,
(b) with respect to any Foreign Currency Loan, the term "Business Day" shall
also exclude any day on which banks are not open for foreign exchange dealings
between banks in the exchange of the home country of the applicable Foreign
Currency and (c) with respect to any Foreign Currency Loan denominated in Euros,
the term "Business Day" shall exclude any day that is not a Target Settlement
Day.

         "Capital Lease" means, as applied to any Person, any lease of
any Property (whether real, personal or mixed) by that Person as lessee which,
in accordance with GAAP, is or should be accounted for as a capital lease on the
balance sheet of that Person.

         "Capital Stock" means (a) in the case of a corporation,
capital stock, (b) in the case of an association or business entity, any and all
shares, interests, participations, rights or other equivalents (however
designated) of capital stock, (c) in the case of a partnership, partnership
interests (whether general or limited), (d) in the case of a limited liability
company, membership interests and (e) any other interest or participation that
confers on a Person the right to receive a share of the profits and losses of,
or distribution of assets of, the issuing Person.

         "Cash Equivalents" means (a) marketable direct obligations issued by,
or unconditionally guaranteed by, the United States Government or issued by any
agency thereof and backed by the full faith and credit of the United States, in
each case maturing within one year from the date of acquisition; (b)
certificates of deposit, time deposits, eurodollar time deposits or overnight
bank deposits having maturities of six months or less from the date of
acquisition issued by any Lender or by any commercial bank organized under the
laws of the United States or any state thereof having combined capital and
surplus of not less than $500,000,000; (c) commercial paper of an issuer rated
at least A-1 by S&P or P-1 by Moody's, or carrying an equivalent rating by a
nationally recognized rating agency, if both of the two named rating agencies
cease publishing ratings of commercial paper issuers generally, and maturing
within six months from the date of acquisition; (d) repurchase obligations of
any Lender or of any commercial bank satisfying the requirements of clause (b)
of this definition, having a term of not more than 30 days, with respect to
securities issued or fully guaranteed or insured by the United States
government; (e) securities with maturities of one year or less from the date of
acquisition issued or fully guaranteed by any state, commonwealth or territory
of the United States, by any political subdivision or taxing authority of any
such state, commonwealth or territory or by any foreign government, the
securities of which state, commonwealth, territory, political subdivision,
taxing authority or foreign government (as the case may be) are rated at least A
by S&P or A by Moody's; (f) securities with maturities of six months or less
from the date of acquisition backed by standby letters of credit issued by any
Lender or any commercial bank satisfying the requirements of clause (b) of this
definition; or (g) shares of money market mutual or similar funds which invest
exclusively in assets satisfying the requirements of clauses (a) through (f) of
this definition.

         "Change of Control" means (a) any Person or two or more Persons acting
in concert shall have acquired "beneficial ownership," directly or indirectly,
of, or shall have acquired by contract or otherwise, or shall have entered into
a contract or arrangement that, upon consummation, will result in its or their
acquisition of, or control over, Voting Stock of the Company (or other
securities convertible into such Voting Stock) representing 30% or more of the
combined voting power of all Voting Stock of the Company, (b) Continuing
Directors shall cease for any reason to constitute a majority of the members of
the board of directors of the Company then in office, (c) the sale, lease,
transfer, conveyance or other disposition (other than by way of merger or
consolidation), in one or a series of related transactions, of all or
substantially all of the assets of the Company and its Subsidiaries taken as a
whole to any "person" (as such term is used in Sections 13(d) and 14(d) of the
Securities Act of 1934) or (d) the adoption by the stockholders of the Company
of a plan or proposal for the liquidation or dissolution of the Company. As used
herein, "beneficial ownership" shall have the meaning provided in Rule 13d-3 of
the Securities and Exchange Commission under the Securities Act of 1934.

         "Closing Date" means the date hereof.

         "Code" means the Internal Revenue Code of 1986, as amended,
and any successor statute thereto, as interpreted by the rules and regulations
issued thereunder, in each case as in effect from time to time. References to
sections of the Code shall be construed also to refer to any successor sections.

         "Commitment" means the US Revolving Commitment, the Japanese Revolving
Commitment, the LOC Commitment and the Swingline Commitment, individually or
collectively, as appropriate.

         "Commitment Fees" means the US Commitment Fee and the Japanese
Commitment Fee, individually or collectively, as appropriate.

         "Commitment Percentage" means, the US Commitment Percentage, the
Japanese Commitment Percentage and/or the LOC Commitment Percentage, as
appropriate.

         "Commitment Period" means the period from and including the Closing
Date to but not including the earlier of (a) the Maturity Date, or (b) the date
on which the Commitments terminate in accordance with the provisions of this
Credit Agreement.

         "Commitment Transfer Supplement" means a Commitment Transfer Supplement
substantially in the form of Schedule 10.6(c).

         "Company" has the meaning set forth in the first paragraph hereof,
together with any successors or assigns.

         "Consolidated Assets" means, at any time, the amount representing the
assets of the Company and its Subsidiaries that would appear on a consolidated
balance sheet of the Company and its Subsidiaries at such time prepared in
accordance with GAAP.

         "Consolidated Capital Expenditures" means, for any period, all
expenditures of the Company and its Subsidiaries on a consolidated basis for
such period which in accordance with GAAP would be classified as capital
expenditures, including without limitation, obligations under Capital Leases.

         "Consolidated EBITDA" means, for any period, (a) Consolidated Net
Income for such period plus (b) the sum of the following to the extent deducted
in calculating Consolidated Net Income: (i) Consolidated Interest Expense for
such period, (ii) the provision for Federal, state, local and foreign income
taxes payable by the Company and its Subsidiaries for such period, (iii)
depreciation and amortization expense for such period and (iv) other
extraordinary, unusual or non-recurring expenses of the Company and its
Subsidiaries reducing such Consolidated Net Income which do not represent a cash
item in such period or any future period and minus (c) the following to the
extent included in calculating such Consolidated Net Income: (i) any
extraordinary, unusual or non-recurring income or gains (including, whether or
not otherwise includable as a separate item in the statement of such
Consolidated Net Income for such period, gains on the sales of assets outside of
the ordinary course of business and excluding any payment received pursuant to
business interruption insurance) of the Company and its Subsidiaries for such
period and (ii) interest income of the Company and its Subsidiaries for such
period, all as determined on a consolidated basis.

         "Consolidated Funded Debt" means, as of any date of determination,
Funded Debt of the Company and its Subsidiaries on a consolidated basis.

         "Consolidated Interest Expense" means, for any period, all Interest
Expense (excluding amortization of debt discount and premium, but including the
interest component under Capital Leases) for such period of the Company and its
Subsidiaries on a consolidated basis.

         "Consolidated Net Income" means, for any period, for the Company and
its Subsidiaries on a consolidated basis, the net income of the Company and its
Subsidiaries for such period.

         "Consolidated Tangible Assets" means, at any time, the amount
representing the assets of the Company and the Subsidiaries that would appear on
the consolidated balance sheet of the Company and its Subsidiaries at such time
prepared in accordance with GAAP, less goodwill and other intangibles.

         "Continuing Directors" means, during any period of up to 12 consecutive
months commencing after the Closing Date, individuals who at the beginning of
such 12 month period were directors of the Company (together with any new
director whose election by the Company's board of directors or whose nomination
for election by the Company's shareholders was approved by a vote of at least
two-thirds of the directors then still in office who either were directors at
the beginning of such period or whose election or nomination for election was
previously so approved).

         "Credit Documents" means a collective reference to this Credit
Agreement (including the US Guaranty), the Notes, the LOC Documents, the Fee
Letter, any Foreign Guaranty, any US Guarantor Joinder Agreement, any Foreign
Borrower Joinder Agreement, any Foreign Guarantor Joinder Agreement, the
Intercompany Subordination Agreement and all other related agreements and
documents issued or delivered hereunder or thereunder or pursuant hereto or
thereto (excluding, however, any Hedging Agreement).

         "Credit Party" means any of the Company, the Japanese Borrower, the
Foreign Borrowers, the Foreign Guarantors or the US Subsidiary Guarantors.

         "Credit Party Obligations" means, without duplication, (a) all of the
obligations of the Credit Parties to the Lenders (including the Issuing Lender)
and the Administrative Agent, whenever arising, under this Credit Agreement or
any of the other Credit Documents (including, but not limited to, any interest
accruing after the occurrence of a filing of a petition of bankruptcy under the
Bankruptcy Code with respect to any Credit Party, regardless of whether such
interest is an allowed claim under the Bankruptcy Code) and (b) all liabilities
and obligations, whenever arising, owing from any Credit Party or any of its
Subsidiaries to any Hedging Agreement Provider arising under any Hedging
Agreement permitted pursuant to Section 6.1(e).

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

         "Defaulting Lender" means, at any time, any Lender that, at such time,
(a) has failed to make a Loan required pursuant to the terms of this Credit
Agreement, (b) has failed to pay to the Administrative Agent or any Lender an
amount owed by such Lender pursuant to the terms of the Credit Agreement or any
other of the Credit Documents, or (c) has been deemed insolvent or has become
subject to a bankruptcy or insolvency proceeding or to a receiver, trustee or
similar proceeding.

         "Dollar Amount" means, at any time, (a) with respect to Dollars or an
amount denominated in Dollars, such amount, and (b) with respect to an amount of
any Foreign Currency or an amount denominated in such Foreign Currency, the
equivalent amount thereof in Dollars as determined by the Administrative Agent
at such time on the basis of the Spot Rate (determined in respect of the most
recent Revaluation Date) for the purchase of Dollars with such Foreign Currency.

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

         "Domestic Credit Party" means each Credit Party that is organized and
existing under the laws of the United States or any state or commonwealth
thereof or under the laws of the District of Columbia.

         "Domestic Subsidiary" means any Subsidiary that is organized and
existing under the laws of the United States or any state or commonwealth
thereof or under the laws of the District of Columbia.

         "EMU" means Economic and Monetary Union as contemplated in the Treaty
on European Union.

         "EMU Legislation" means legislative measures of the European Council
(including without limitation European Council regulations) for the introduction
of, changeover to or operation of a single or unified European currency (whether
known as the Euro or otherwise), being in part the implementation of the third
stage of EMU.

         "Environmental Laws" means any and all applicable foreign, federal,
state, local or municipal laws, rules, orders, regulations, statutes,
ordinances, codes, decrees, requirements of any Governmental Authority or other
Requirement of Law (including common law) regulating, relating to or imposing
liability or standards of conduct concerning protection of human health or the
environment, as now or may at any time be in effect during the term of this
Credit Agreement.

         "ERISA" means the Employee Retirement Income Security Act of
1974, as amended, and any successor statute thereto, as interpreted by the rules
and regulations thereunder, all as the same may be in effect from time to time.
References to sections of ERISA shall be construed also to refer to any
successor sections.

         "ERISA Affiliate" means an entity which is under common control with
any Credit Party within the meaning of Section 4001(a)(14) of ERISA, or is a
member of a group which includes any Credit Party and which is treated as a
single employer under Sections 414(b) or (c) of the Code.

         "Euro" means the single currency of Participating Member States of the
European Union.

         "Eurodollar Reserve Percentage" means for any day, (A) with respect to
any LIBOR Rate Loan with respect to which the Mandatory Cost Rate does not
apply, the percentage (expressed as a decimal and rounded upwards, if necessary,
to the next higher 1/100th of 1%) which is in effect for such day as prescribed
by the Federal Reserve Board (or any successor) for determining the maximum
reserve requirement (including without limitation any basic, supplemental or
emergency reserves) in respect of Eurocurrency liabilities, as defined in
Regulation D of such Board as in effect from time to time, or any similar
category of liabilities for a member bank of the Federal Reserve System in New
York City and (B) with respect to any LIBOR Rate Loan with respect to which the
Mandatory Cost Rate does apply, zero (0).

         "Euro Unit" means the currency unit of the Euro.

         "Event of Default" means such term as defined in Section 7.1.

         "Exchange Percentage" means, as to each Lender, a fraction, expressed
as a decimal, in each case determined on the date of occurrence of a Sharing
Event (but before giving effect to any actions to occur on such date pursuant to
Article XI) of which (a) the numerator shall be the sum of the US Revolving
Commitment of such Lender and the Japanese Revolving Commitment of such Lender
and (b) the denominator of which shall be the sum of the Aggregate US Revolving
Committed Amount and the Aggregate Japanese Revolving Committed Amount.

         "Extension of Credit" means, as to any Lender, the making of a Loan by
such Lender or the issuance of, or participation in, a Letter of Credit by such
Lender.

         "Existing Facilities" means the facilities under that certain Credit
Agreement dated October 27, 1999 (as amended), among the Company, the lenders
party thereto and Wachovia Bank, National Association (formerly known as First
Union National Bank), as administrative agent.

         "Fee Letter" means that certain letter agreement, dated as of January
11, 2005, among the Administrative Agent, the Lead Arranger and the Company, as
amended, modified, supplemented or replaced from time to time.

         "Fees" means all fees payable pursuant to Section 2.10.

         "Federal Funds Rate" means, for any day, the rate of interest
per annum (rounded upwards, if necessary, to the nearest whole multiple of 1/100
of 1%) equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System of the United States
arranged by Federal funds brokers on such day, as published by the Federal
Reserve Bank of New York on the Business Day next succeeding such day, provided
that (a) if such day is not a Business Day, the Federal Funds Rate for such day
shall be such rate on such transactions on the next preceding Business Day and
(b) if no such rate is so published on such next preceding Business Day, the
Federal Funds Rate for such day shall be the average rate quoted to the
Administrative Agent on such day on such transactions as reasonably determined
by the Administrative Agent.

         "Foreign Borrower" has the meaning set forth in the first paragraph
hereof, together with any successors or assigns.

         "Foreign Borrower Joinder Agreement" means a Foreign Borrower Joinder
Agreement substantially in the form of Schedule 2.21.

         "Foreign Credit Party" means any Credit Party that is not a Domestic
Credit Party.

         "Foreign Currency" means (a) Euros, (b) British Pounds Sterling and (c)
Japanese Yen.

         "Foreign Currency Equivalent" means, with respect to any amount
denominated in Dollars, the equivalent amount thereof in the applicable Foreign
Currency as determined by the Administrative Agent at such time on the basis of
the Spot Rate (determined in respect of the most recent Revaluation Date) for
the purchase of such Foreign Currency with Dollars.

         "Foreign Currency Fronting Bank" means the Administrative Agent.

         "Foreign Currency Loan" means any Loan denominated in a Foreign
          Currency.

         "Foreign Currency Participant" means any Lender who is unable to fund a
Foreign Currency Loan in a particular Foreign Currency to the extent such Lender
has notified the Foreign Currency Fronting Bank in writing as of (i) the Closing
Date or (ii) the date such Lender becomes a Lender pursuant to a Commitment
Transfer Supplement delivered pursuant to Section 10.6.

         "Foreign European Subsidiary" means any Foreign Subsidiary of the
Company that is organized or formed under the laws of a country located in
Europe.

         "Foreign Guarantor" has the meaning set forth in the first paragraph
hereof, together with any successors or assigns.

         "Foreign Guarantor Joinder Agreement" means a Foreign Guarantor Joinder
Agreement in substantially the form of Schedule 5.8(b), executed and delivered
by each Person required to become a Foreign Guarantor in accordance with the
provisions of Section 5.8(b).

         "Foreign Guaranty" means a guaranty agreement in favor of the
Administrative Agent for the benefit of the Lenders which guarantees the Credit
Party Obligations of the Japanese Borrower and the Foreign Borrowers hereunder
executed by (a) any Foreign Guarantor pursuant to Section 5.8(b) or (c), (b) any
Foreign Borrower pursuant to Section 2.21 or (c) the Japanese Borrower pursuant
to Section 2.21.

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

         "Fronted Foreign Currency Loans" shall have the meaning set forth in
Section 2.1(b)(iii) or Section 2.2(b)(iii), as applicable.

         "Funded Debt" means, with respect to any Person, without duplication,
(a) all obligations of such Person for borrowed money, (b) all obligations of
such Person evidenced by bonds, debentures, notes or similar instruments, or
upon which interest payments are customarily made, (c) all obligations of such
Person under conditional sale or other title retention agreements relating to
property purchased by such Person (other than customary reservations or
retentions of title under agreements with suppliers entered into in the ordinary
course of business), (d) all obligations of such Person incurred, issued or
assumed as the deferred purchase price of property or services purchased by such
Person (other than trade debt incurred in the ordinary course of business and
due within six months of the incurrence thereof) that would appear as
liabilities on a balance sheet of such Person, (e) the principal portion of all
obligations of such Person under Capital Leases, (f) all obligations of such
Person under Hedging Agreements to the extent required to be accounted for as a
liability under GAAP, excluding any portion thereof which would be accounted for
as interest expense under GAAP, (g) the maximum amount of all letters of credit
issued or bankers' acceptances facilities created for the account of such Person
and, without duplication, all drafts drawn thereunder (to the extent
unreimbursed), (h) all preferred Capital Stock or other equity interests issued
by such Person and which by the terms thereof could be (at the request of the
holders thereof or otherwise) subject to mandatory sinking fund payments prior
to the date six months after the Maturity Date, redemption prior to the date six
months after the Maturity Date or other acceleration, (i) the principal balance
outstanding under any synthetic lease, tax retention operating lease,
off-balance sheet loan or similar off-balance sheet financing product, (j) all
Indebtedness of others of the type described in clauses (a) through (i) hereof
secured by (or for which the holder of such Indebtedness has an existing right,
contingent or otherwise, to be secured by) any Lien on, or payable out of the
proceeds of production from, property owned or acquired by such Person, whether
or not the obligations secured thereby have been assumed, (k) all Guaranty
Obligations of such Person with respect to Indebtedness of another Person of the
type described in clauses (a) through (i) hereof, and (l) all Indebtedness of
the type described in clauses (a) through (i) hereof of any partnership or
unincorporated joint venture in which such Person is a general partner or a
joint venturer; provided, however, that Funded Debt shall not include any
Indebtedness between or among the Company and any of its Subsidiaries.

          "GAAP" means generally accepted accounting principles in the
United States applied on a consistent basis and subject to the terms of Section
1.3 hereof.

         "Government Acts" has the meaning set forth in Section 2.19(a).

         "Governmental Authority" means any nation or government, any state or
other political subdivision thereof and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government.

         "Guaranty Obligations" means, with respect to any Person, without
duplication, any obligations of such Person (other than endorsements in the
ordinary course of business of negotiable instruments for deposit or collection)
guaranteeing or intended to guarantee any Indebtedness of any other Person in
any manner, whether direct or indirect, and including without limitation any
obligation, whether or not contingent, (a) to purchase any such Indebtedness or
any property constituting security therefor, (b) to advance or provide funds or
other support for the payment or purchase of any such Indebtedness or to
maintain working capital, solvency or other balance sheet condition of such
other Person (including without limitation keep well agreements, maintenance
agreements, comfort letters or similar agreements or arrangements) for the
benefit of any holder of Indebtedness of such other Person, (c) to lease or
purchase Property, securities or services primarily for the purpose of assuring
the holder of such Indebtedness, or (d) to otherwise assure or hold harmless the
holder of such Indebtedness against loss in respect thereof. The amount of any
Guaranty Obligation hereunder shall (subject to any limitations set forth
therein) be deemed to be an amount equal to the outstanding principal amount (or
maximum principal amount, if larger) of the Indebtedness in respect of which
such Guaranty Obligation is made.

         "Hedging Agreement Provider" means any Person that enters into a
Hedging Agreement with a Credit Party or any of its Subsidiaries that is
permitted by Section 6.1(e) to the extent such Person is a (a) Lender, (b) an
Affiliate of a Lender or (c) any other Person that was a Lender (or an Affiliate
of a Lender) at the time it entered into any such Hedging Agreement but has
ceased to be a Lender (or whose Affiliate has ceased to be a Lender) under the
Credit Agreement.

         "Hedging Agreements" means, with respect to any Person, any agreement
entered into to protect such Person against fluctuations in interest rates, or
currency or raw materials values, including, without limitation, any interest
rate swap, cap or collar agreement or similar arrangement between such Person
and one or more counterparties, any foreign currency exchange agreement,
currency protection agreements, commodity purchase or option agreements or other
interest or exchange rate or commodity price hedging agreements.

         "Indebtedness" means, with respect to any Person, without duplication,
(a) all obligations of such Person for borrowed money, (b) all obligations of
such Person evidenced by bonds, debentures, notes or similar instruments, or
upon which interest payments are customarily made, (c) all obligations of such
Person under conditional sale or other title retention agreements relating to
property purchased by such Person (other than customary reservations or
retentions of title under agreements with suppliers entered into in the ordinary
course of business), (d) all obligations of such Person issued or assumed as the
deferred purchase price of property or services purchased by such Person (other
than trade debt incurred in the ordinary course of business and due within six
(6) months of the incurrence thereof) that would appear as liabilities on a
balance sheet of such Person, (e) all obligations of such Person under
take-or-pay or similar arrangements or under commodities agreements, (f) all
Indebtedness of others secured by (or for which the holder of such Indebtedness
has an existing right, contingent or otherwise, to be secured by) any Lien on,
or payable out of the proceeds of production from, property owned or acquired by
such Person, whether or not the obligations secured thereby have been assumed;
provided that so long as such Indebtedness is non-recourse to such Person, only
the portion of such obligations which is secured shall constitute Indebtedness
hereunder, (g) all Guaranty Obligations of such Person with respect to
Indebtedness of another Person, (h) the principal portion of all obligations of
such Person under Capital Leases plus any accrued interest thereon, (i) all
obligations of such Person under Hedging Agreements to the extent required to be
accounted for as a liability under GAAP, excluding any portion thereof which
would be accounted for as interest expense under GAAP, (j) the maximum amount of
all letters of credit issued or bankers' acceptances facilities created for the
account of such Person and, without duplication, all drafts drawn thereunder (to
the extent unreimbursed), (k) all preferred Capital Stock or other equity
interest issued by such Person and which by the terms thereof could be (at the
request of the holders thereof or otherwise) subject to mandatory sinking fund
payments prior to the date six months after the Maturity Date, redemption prior
to the date six months after the Maturity Date or other acceleration, (l) the
principal balance outstanding under any synthetic lease, tax retention operating
lease, off-balance sheet loan or similar off-balance sheet financing product
plus any accrued interest thereon, and (m) the Indebtedness of any partnership
or unincorporated joint venture in which such Person is a general partner or a
joint venturer.

         "Insolvency" means, with respect to any Multiemployer Plan, the
condition that such Plan is insolvent within the meaning of such term as used in
Section 4245 of ERISA.

         "Intangibles" means all assets which would be shown as intangible
assets on a balance sheet prepared in accordance with GAAP.

         "Intercompany Subordination Agreement" means the Intercompany
Subordination Agreement dated as of the Closing Date by and among the Company,
its Subsidiaries and the Agent.

         "Interest Coverage Ratio" means, as of any date of determination, the
ratio of (i) Consolidated EBITDA for the period of the four prior fiscal
quarters ending on such date to (ii) Consolidated Interest Expense paid or
payable in cash during such period.

         "Interest Expense" means, with respect to any Person for any period,
the sum of the amount of interest paid or accrued in respect of such period.

         "Interest Payment Date" means (a) as to any Alternate Base
Rate Loan or Swingline Loan bearing interest at the Alternate Base Rate, the
last day of each March, June, September and December and on the Maturity Date,
(b) as to any LIBOR Rate Loan having an Interest Period of three months or less,
the last day of such Interest Period, and (c) as to any LIBOR Rate Loan having
an Interest Period longer than three months, each day which is three months
after the first day of such Interest Period and the last day of such Interest
Period.

         "Interest Period" means, as to any LIBOR Rate Loan, a period of one,
two, three or six months duration, as the Company may elect, commencing in each
case, on the date of the borrowing (including conversions, extensions and
renewals); provided, however, (i) if any Interest Period pertaining to a LIBOR
Rate Loan would otherwise end on a day that is not a Business Day, such Interest
Period shall be extended to the next succeeding Business Day unless the result
of such extension would be to carry such Interest Period into another calendar
month in which event such Interest Period shall end on the immediately preceding
Business Day, (ii) any Interest Period pertaining to a LIBOR Rate Loan that
begins on the last Business Day of a calendar month (or on a day for which there
is no numerically corresponding day in the calendar month at the end of such
Interest Period) shall end on the last Business Day of the relevant calendar
month, (iii) if the Company shall fail to give notice as provided above, the
Company shall be deemed to have selected an Alternate Base Rate Loan to replace
the affected LIBOR Rate Loan, (iv) any Interest Period in respect of any Loan
that would otherwise extend beyond the Maturity Date is due on the Maturity Date
and (v) no more than six (6) LIBOR Rate Loans may be in effect at any time. For
purposes hereof, LIBOR Rate Loans with separate or different Interest Periods
will be considered as separate LIBOR Rate Loans even if their Interest Periods
expire or begin on the same date.

         "Investment" has the meaning set forth in Section 6.5.

        "Issuing Lender" means Wachovia.

        "Issuing Lender Fees" has the meaning set forth in Section 2.10(c).

        "Japanese Borrower" means Checkpoint Manufacturing Japan Co., Ltd., a
Japanese corporation.


        "Japanese Commitment Fee" has the meaning set forth in Section
2.10(a)(ii).

        "Japanese Commitment Percentage" means, for each Japanese Lender, the
percentage identified as its Japanese Commitment Percentage on Schedule 2.1(a),
as such percentage may be modified in connection with any assignment made in
accordance with the provisions of Section 10.6(c).

        "Japanese Foreign Currency Reserve" means, at any time, the Dollar
Amount (determined as of the most recent Revaluation Date) equal to 5% of
Foreign Currency Loans outstanding to the Japanese Borrower at such time.

        "Japanese Lender" means any Lender with a Japanese Revolving Commitment

        "Japanese Note" or "Japanese Notes" means the promissory notes of the
Japanese Borrower and the Company in favor of each of the Japanese Lenders that
request such notes evidencing the Japanese Revolving Loans in substantially the
form attached as Schedule 2.2(e), as such promissory notes may be amended,
modified, supplemented, extended, renewed or replaced from time to time.

        "Japanese Revolving Commitment" means, with respect to each Japanese
Lender, the commitment of such Japanese Lender to make Japanese Revolving Loans
in an aggregate principal Dollar Amount at any time outstanding up to such
Japanese Lender's Japanese Revolving Committed Amount as specified in Schedule
2.1(a), as such amount may be reduced from time to time in accordance with the
provisions hereof.

        "Japanese Revolving Committed Amount" means the amount of each Japanese
Lender's Japanese Revolving Commitment as specified in Schedule 2.1(a), as such
amount may be reduced from time to time in accordance with the provisions
hereof.

        "Japanese Revolving Loans" has the meaning set forth in Section 2.2(a).

        "Japanese Yen" means the lawful currency of Japan.

        "Lead Arranger" means Wachovia Capital Markets, LLC, together
with its successors and assigns.

         "Lenders" has the meaning set forth in the first paragraph of this
Credit Agreement.

         "Letters of Credit" means any letter of credit issued by the Issuing
Lender pursuant to the terms hereof, as such Letters of Credit may be amended,
restated, modified, extended, renewed or replaced from time to time.

         "Letter of Credit Fee" has the meaning set forth in Section 2.10(b).

         "Leverage Ratio" means, as of any date of determination, the ratio of
(a) Consolidated Funded Debt as of such date to (b) Consolidated EBITDA for the
period of the four prior fiscal quarters ending on such date.

         "LC Mandatory Borrowing" has the meaning set forth in Section 2.4(e).

         "LIBOR" means, for any LIBOR Rate Loan for any Interest Period
therefor, the rate per annum (rounded upwards, if necessary, to the nearest
1/100 of 1%) appearing on, in the case of Dollars, the Telerate Page 3750 (or
any successor page) and, in the case of a Foreign Currency, the appropriate page
of the Telerate screen which displays British Bankers Association Interest
Settlement Rates for deposits in such Foreign Currency, as the London interbank
offered rate for deposits in Dollars or the applicable Foreign Currency, as
appropriate, at approximately 11:00 A.M. (London time) two Business Days prior
to the first day of such Interest Period for a term comparable to such Interest
Period. If for any reason such rate is not available, the term "LIBOR" shall
mean, for any LIBOR Rate Loan for any Interest Period therefor, the rate per
annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on
Reuters Screen LIBO Page as the London interbank offered rate for deposits in
Dollars or the applicable Foreign Currency, as appropriate, at approximately
11:00 A.M. (London time) two Business Days prior to the first day of such
Interest Period for a term comparable to such Interest Period; provided,
however, if more than one rate is specified on Reuters Screen LIBO Page, the
applicable rate shall be the arithmetic mean of all such rates (rounded upwards,
if necessary, to the nearest 1/100 of 1%). If, for any reason, neither of such
rates is available, then "LIBOR" shall mean the rate per annum at which, as
determined by the Administrative Agent, Dollars in an amount comparable to the
Loans then requested are being offered to leading banks at approximately 11:00
A.M. London time, two (2) Business Days prior to the commencement of the
applicable Interest Period for settlement in immediately available funds by
leading banks in the London interbank market for a period equal to the Interest
Period selected. With respect to any LIBOR Rate Loan denominated in British
Pounds Sterling, for any Interest Period, "LIBOR" shall mean the rate equal to
the sum of (A) the rate determined in accordance with the foregoing terms of
this definition plus (B) the Mandatory Cost Rate for such Interest Period.

         "LIBOR Lending Office" means, initially, the office of each Lender
designated as such Lender's LIBOR Lending Office shown on Schedule 10.2; and
thereafter, such other office of such Lender as such Lender may from time to
time specify to the Administrative Agent and the Company as the office of such
Lender at which the LIBOR Rate Loans of such Lender are to be made.

         "LIBOR Market Index Rate" means, for any day, the rate for one month
U.S. dollar deposits or Euros, as applicable, as reported on Telerate page 3750
as of 11:00 a.m., London time, on such day, or if such day is not a London
business day, then the immediately preceding London business day (or if not so
reported, then as determined by the Administrative Agent from another recognized
source or interbank quotation).

         "LIBOR Market Index Rate Loan" means any Loan bearing interest
at a rate determined by reference to the LIBOR Market Index Rate.

         "LIBOR Rate" means a rate per annum (rounded upwards, if necessary, to
the next higher 1/100th of 1%) determined by the Administrative Agent pursuant
to the following formula:

                  LIBOR Rate =                       LIBOR
                                    -----------------------------------
                                   1.00 - Eurodollar Reserve Percentage

        "LIBOR Rate Loan" means any Loan bearing interest at a rate
determined by reference to the LIBOR Rate.

        "Lien" means any mortgage, pledge, hypothecation, assignment,
deposit arrangement, security interest, encumbrance, lien (statutory or
otherwise), preference, priority or charge of any kind (including any
conditional sale or other title retention agreement, any financing or similar
statement or notice filed under the Uniform Commercial Code as adopted and in
effect in the relevant jurisdiction or other similar recording or notice
statute, and any lease in the nature thereof).

        "Loan" or "Loans" means a Revolving Loan and/or a Swingline
Loan, as appropriate.

        "LOC Commitment" means the commitment of the Issuing Lender to issue
Letters of Credit and with respect to each Lender, the commitment of such Lender
to purchase participation interests in the Letters of Credit up to such Lender's
LOC Committed Amount as specified in Schedule 2.1(a), as such amount may be
reduced from time to time in accordance with the provisions hereof.

        "LOC Commitment Percentage" means, for each Lender, the percentage
identified as its LOC Commitment Percentage on Schedule 2.1(a), as such
percentage may be modified in connection with any assignment made in accordance
with the provisions of Section 10.6(c).

         "LOC Committed Amount" means, collectively, the aggregate amount of all
of the LOC Commitments of the Lenders to issue and participate in Letters of
Credit as referenced in Section 2.4 and, individually, the amount of each
Lender's LOC Commitment as specified in Schedule 2.1(a).

         "LOC Documents" means, with respect to any Letter of Credit, such
Letter of Credit, any amendments thereto, any documents delivered in connection
therewith, any application therefor, and any agreements, instruments, guarantees
or other documents (whether general in application or applicable only to such
Letter of Credit) governing or providing for (a) the rights and obligations of
the parties concerned or (b) collateral security, if any, for such obligations.

         "LOC Obligations" means, at any time, the sum of (a) the maximum amount
which is, or at any time thereafter may become, available to be drawn under
Letters of Credit then outstanding, assuming compliance with all requirements
for drawings referred to in such Letters of Credit plus (b) the aggregate amount
of all drawings under Letters of Credit honored by the Issuing Lender but not
theretofore reimbursed.

         "Mandatory Borrowing" has the meaning set forth in Section 2.3(b).

         "Mandatory Cost Rate" means, with respect to any period, a rate per
annum determined in accordance with Schedule 1.1-2.

         "Material" means material in relation to the business, operations,
affairs, financial condition, assets, or properties of the Company and its
Subsidiaries taken as a whole.

         "Material Adverse Effect" means a material adverse change in, or a
material adverse effect upon, (a) the business, property, operations, condition
(financial or otherwise) or prospects of the Company and its Subsidiaries taken
as a whole, (b) the validity or enforceability of this Agreement or any of the
other Credit Documents or the rights and remedies of the Administrative Agent or
the Lenders hereunder or thereunder or (c) the Company's ability to pay the
Credit Party Obligations.

        "Material Contract" means any contract or other arrangement,
whether written or oral, to which the Company or any of its Subsidiaries is a
party as to which contract the breach, nonperformance or cancellation of such
contract by any party thereto would reasonably be expected to have a Material
Adverse Effect.

        "Materials of Environmental Concern" means any gasoline or petroleum
(including crude oil or any fraction thereof) or petroleum products or any
hazardous or toxic substances, materials, or wastes, defined or regulated as
such in or under any Environmental Law, including, without limitation, asbestos,
polychlorinated biphenyls and urea-formaldehyde insulation.

        "Material Subsidiary" means any Subsidiary of the Company whose
attributable portion of Consolidated Tangible Assets exceeds ten percent (10%)
of Consolidated Tangible Assets, or whose attributable portion of Consolidated
EBITDA exceeds ten percent (10%) of Consolidated EBITDA.

        "Maturity Date" means the fifth anniversary of the Closing Date.

        "Moody's"  means Moody's  Investors  Service,  Inc., or any
successor or assignee of the business

of such company in the business of rating securities.

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

        "Multiple Employer Plan" means a Plan (other than a
Multiemployer Plan) which any Credit Party or any ERISA Affiliate and at least
one employer other than the Credit Parties or any ERISA Affiliate are
contributing sponsors.

        "National Currency Unit" means a fraction or multiple of one Euro Unit
expressed in units of the former national currency of a Participating Member
State.

        "Note" or "Notes" means the US Notes and/or the Japanese Notes, as
appropriate.

        "Notice of Borrowing" means a written notice of borrowing in
substantially the form of Schedule 2.1(b)(i), as required by Section 2.1(b)(i),
Section 2.2(b)(i) and Section 2.3(b)(i).

        "Notice of Extension/Conversion" means the written notice of
extension or conversion in substantially the form of Schedule 2.7, as required
by Section 2.7.

        "OFAC" means the U.S. Department of the Treasury's Office of Foreign
Assets Control.

        "Participant" has the meaning set forth in Section 10.6(b).

        "Participating Member State" means each country so described in any EMU
Legislation.

        "Participation Interest" means the purchase by a US Lender of a
participation interest in Swingline Loans as provided in Section 2.3(b)(ii) or
in Letters of Credit as provided in Section 2.4(c).

        "Patriot Act" has the meaning set forth in Section 8.10.

        "PBGC" means the Pension Benefit Guaranty Corporation established
pursuant to Subtitle A of Title IV of ERISA.

        "Permitted Acquisition" means any acquisition or any series of related
acquisitions by a Credit Party of the assets or a majority of the Voting Stock
of a Person or any division, line of business or other business unit of a Person
(such Person or such division, line of business or other business unit of such
Person referred to herein as the "Target"), in each case that is a type of
business (or assets used in a type of business) permitted to be engaged in by
the Credit Parties and their Subsidiaries pursuant to Section 6.3 hereof, so
long as (a) no Default or Event of Default shall then exist or would exist after
giving effect thereto, (b) the Credit Parties certify to the Administrative
Agent and the Required Lenders that the Credit Parties will be in compliance on
a Pro Forma Basis with all of the terms and provisions of the financial
covenants set forth in Section 5.9, (c) the Target shall have executed a joinder
agreement in accordance with the terms of Section 5.8, if required by such
section, (d) immediately after giving effect to such acquisition the Borrowers
would have the ability (but shall not be required) to borrow at least
$50,000,000 under this Credit Agreement without causing a violation of any
covenant and (e) such acquisition is not a "hostile" acquisition and has been
approved by the board of directors and/or shareholders of the applicable Credit
Party and the Target.

        "Permitted Investments" has the meaning set forth in Section 6.5.

        "Permitted Liens" means:

                  (a) Liens created by or otherwise existing, under or in
         connection with this Credit Agreement or the other Credit Documents in
         favor of the Lenders;

                  (b) purchase money Liens securing purchase money indebtedness
         and Liens arising in connection with Capital Leases, to the extent each
         is permitted under Section 6.1(d);

                  (c) Liens for taxes, assessments, charges or other
         governmental levies not yet due or as to which the period of grace (not
         to exceed ninety (90) days), if any, related thereto has not expired or
         which are being contested in good faith by appropriate proceedings
         diligently pursued, provided that adequate reserves with respect
         thereto are maintained on the books of the Company or its Subsidiaries,
         as the case may be, in conformity with GAAP (or, in the case of
         Subsidiaries with significant operations outside of the United States
         of America, generally accepted accounting principles in effect from
         time to time in their respective jurisdictions of incorporation);

                  (d) carriers', warehousemen's, mechanics', materialmen's,
         repairmen's or other like Liens arising in the ordinary course of
         business which are not overdue for a period of more than sixty (60)
         days or which are being contested in good faith by appropriate
         proceedings diligently pursued, provided that adequate reserves with
         respect thereto are maintained on the books of the Company or its
         Subsidiaries, as the case may be, in conformity with GAAP (or, in the
         case of Subsidiaries with significant operations outside of the United
         States of America, generally accepted accounting principles in effect
         from time to time in their respective jurisdictions of incorporation);

                  (e) pledges or deposits in connection with workers'
         compensation, unemployment insurance and other social security
         legislation and deposits securing liability to insurance carriers under
         insurance or self-insurance arrangements;

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

                  (g) Liens existing on the Closing Date and set forth on
         Schedule 6.2; provided that no such Lien shall at any time be extended
         to cover property or assets other than the property or assets subject
         thereto on the Closing Date;

                  (h) zoning ordinances, easements, covenants and other
         customary restrictions on the use of real property and other title
         exceptions that do not interfere in any material respect with the
         business or operations of the Company and its Subsidiaries or
         materially impair the value of any such real property; and

                  (i) any extension, renewal or replacement (or successive
         extensions, renewals or replacements), in whole or in part, of any Lien
         referred to in the foregoing clauses; provided that such extension,
         renewal or replacement Lien shall be limited to all or a part of the
         property which secured the Lien so extended, renewed or replaced (plus
         improvements on such property); and

                  (j) other Liens in addition to those permitted by the
         foregoing clauses securing Indebtedness in an aggregate amount not to
         exceed $25,000,000.

         "Person" means any individual, partnership, joint venture, firm,
corporation, limited liability company, association, trust or other enterprise
(whether or not incorporated) or any Governmental Authority.

         "Plan" means any employee benefit plan (as defined in Section 3(3) of
ERISA) which is covered by ERISA and with respect to which any Credit Party or
any ERISA Affiliate is (or, if such plan were terminated at such time, would
under Section 4069 of ERISA be deemed to be) an "employer" as defined in Section
3(5) of ERISA.

        "Prime Rate" means the rate of interest per annum publicly
announced from time to time by the Wachovia as its prime commercial lending rate
in effect at its principal office in Charlotte, North Carolina, with each change
in the Prime Rate being effective on the date such change is publicly announced
as effective (it being understood and agreed that the Prime Rate is a reference
rate used by the Administrative Agent in determining interest rates on certain
loans and is not intended to be the lowest rate of interest charged on any
extension of credit by the Administrative Agent to any debtor).

        "Pro Forma Basis" means, with respect to any transaction, that such
transaction shall be deemed to have occurred as of the first day of the
twelve-month period ending as of the most recent quarter end preceding the date
of such transaction.

        "Property" means any interest in any kind of property or
asset, whether real, personal or mixed, or tangible or intangible.

        "Purchasing Lenders" has the meaning set forth in Section 10.6(c).

        "Recovery Event" means the receipt by the Company or any of its
Subsidiaries of any cash insurance proceeds or condemnation award payable by
reason of theft, loss, physical destruction or damage, taking or similar event
with respect to any of their respective property or assets.

        "Register" has the meaning set forth in Section 10.6(d).

        "Regulation T, U, or X" means Regulation T, U or X,
respectively, of the Board of Governors of the Federal Reserve System as from
time to time in effect and any successor to all or a portion thereof.

        "Reorganization" means, with respect to any Multiemployer Plan, the
condition that such Plan is in reorganization within the meaning of such term as
used in Section 4241 of ERISA.

        "Related Fund" means, with respect to any Lender, any fund or trust or
entity that invests in commercial bank loans in the ordinary course of business
and is advised or managed by (a) such Lender, (b) an Affiliate of such Lender,
(c) any other Lender or any Affiliate thereof or (d) the same investment advisor
as any Person described in clauses (a) through (c).

        "Reportable Event" means any of the events set forth in Section 4043(c)
of ERISA, other than those events as to which the thirty-day notice period is
waived pursuant to regulations issued by the PBGC.

        "Required Lender Approval Entity" means any Foreign Subsidiary of the
Company other than an Agent Approval Entity.

        "Required Lenders" means, at any time, Lenders having more than fifty
percent (50%) of (a) the Commitments or (b) if the Commitments have been
terminated, the aggregate principal Dollar Amount (determined as of the most
recent Revaluation Date) of Loans (including unfunded participations in Fronted
Foreign Currency Loans of the Foreign Currency Participants and including the
Participation Interests of the Issuing Lender in any Letters of Credit and of
the Swingline Lender in any Swingline Loans) outstanding; provided that the
Commitments of, and outstanding principal Dollar Amount of Loans owing to, a
Defaulting Lender shall be excluded for purposes hereof in making a
determination of Required Lenders.

        "Requirement of Law" means, as to any Person, the certificate
of incorporation and by-laws or other organizational or governing documents of
such Person, and any law, treaty, rule or regulation or determination of an
arbitrator or a court or other Governmental Authority, in each case applicable
to or binding upon such Person or any of its material property is subject.

        "Responsible Officer" means any of the Chief Executive Officer, Chief
Accounting Officer, Chief Financial Officer, the Treasurer, or Director of
Treasury Operations of the Company.

        "Restricted Payment" means (a) any dividend or other distribution,
direct or indirect, on account of any shares of any class of Capital Stock of
the Company or any of its Subsidiaries, now or hereafter outstanding, (b) any
redemption, retirement, sinking fund or similar payment, purchase or other
acquisition for value, direct or indirect, of any shares of any class of Capital
Stock of the Company or any of its Subsidiaries, now or hereafter outstanding,
(c) any payment made to retire, or to obtain the surrender of, any outstanding
warrants, options or other rights to acquire shares of any class of Capital
Stock of the Company or any of its Subsidiaries, now or hereafter outstanding,
(d) any payment with respect to any earnout obligation, (e) any payment or
prepayment of principal of, premium, if any, or interest on, redemption,
purchase, retirement, defeasance, sinking fund or similar payment with respect
to any Subordinated Indebtedness or (f) the payment by the Company or any of its
Subsidiaries of any management or consulting fee to any Person or of any salary,
bonus or other form of compensation to any Person who is directly or indirectly
a significant partner, shareholder, owner or executive officer of any such
Person, to the extent such salary, bonus or other form of compensation is not
included in the corporate overhead of the Company or such Subsidiary.

        "Revaluation Date" means each of the following: (a) each date a Loan
denominated in a Foreign Currency is made pursuant to Section 2.1 or 2.3; (b)
each date a LIBOR Rate Loan denominated in a Foreign Currency is continued
pursuant to Section 2.7; (c) each date a Revolving Loan is made to reimburse a
Swingline Loan (including a Mandatory Borrowing) or drawing under a Letter of
Credit (including an LC Mandatory Borrowing) or a Participation Interest is
required to be purchased in an outstanding Swingline Loan or outstanding LOC
Obligations pursuant to the terms of Section 2.3 or Section 2.4, respectively;
(d) the last Business Day of each calendar month; and (e) such additional dates
as the Administrative Agent or the Required Lenders shall specify.

        "Revolving Loan" or "Revolving Loans" means a US Revolving Loan and/or
a Japanese Revolving Loan, as appropriate.

        "S&P" means Standard & Poor's Ratings Group, a division of McGraw Hill,
Inc., or any successor or assignee of the business of such division in the
business of rating securities.

        "Sanctioned Country" means a country subject to a sanctions program
identified on the list maintained by OFAC and available at
http://www.treas.gov/offices/enforcement/ofac/sanctions/index.html, or as
otherwise published from time to time.

        "Sanctioned Person" means (a) a Person named on the list of "Specially
Designated Nationals and Blocked Persons" maintained by OFAC available at
http://www.treas.gov/offices/enforcement/ofac/sanctions/index.html, or as
otherwise published from time to time, or (b) (i) an agency of the government of
a Sanctioned Country, (ii) an organization controlled by a Sanctioned Country,
or (iii) a person resident in a Sanctioned Country, to the extent subject to a
sanctions program administered by OFAC.

        "Security" means "security" as defined in Section 2(1) of the
Securities Act of 1933, as amended.

        "Sharing Event" means (a) the occurrence of any Event of Default under
Section 7.1(e), (b) the declaration of the termination of any Commitment, or the
acceleration of the maturity of any Loans, in each case in accordance with
Section 7.2 or (iii) the failure of any Borrower to pay any principal of, or
interest on, any Loans or any LOC Obligations on the relevant Maturity Date.

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

        "Spot Rate" means, with respect to any Foreign Currency, the rate
quoted by Wachovia as the spot rate for the purchase by Wachovia of such Foreign
Currency with Dollars through its principal foreign exchange trading office at
approximately 11:00 A.M. on the date two Business Days prior to the date as of
which the foreign exchange computation is made.

        "Subordinated Indebtedness" means any Indebtedness (including, without
limitation, any intercompany loans) incurred by any Credit Party that is
specifically subordinated in right of payment to the prior payment of the Credit
Party Obligations on terms acceptable to the Administrative Agent and the
Lenders.

        "Subsidiary" means, as to any Person, a corporation, partnership,
limited liability company or other entity of which shares of stock or other
ownership interests having ordinary voting power to elect a majority of the
directors or other managers of such corporation, partnership, limited liability
company or other entity (irrespective of whether or not at the time, any class
or classes of such corporation shall have or might have voting power by reason
of the happening of any contingency) are at the time owned by such Person
directly or indirectly through Subsidiaries. Unless otherwise identified,
"Subsidiary" or "Subsidiaries" means Subsidiaries of the Company.

         "Swingline Commitment" means the commitment of the Swingline Lender to
make Swingline Loans in an aggregate principal amount at any time outstanding up
to the Swingline Committed Amount, and the commitment of the Lenders to purchase
participation interests in the Swingline Loans as provided in Section
2.3(b)(ii), as such amounts may be reduced from time to time in accordance with
the provisions hereof.

         "Swingline Committed Amount" means the amount of the Swingline Lender's
Swingline Commitment as specified in Section 2.3(a).

         "Swingline Lender" means Wachovia, in its capacity as such.

         "Swingline Loan" or "Swingline Loans" has the meaning set forth in
Section 2.3(a).

         "Swingline Note" means the promissory note of the Company in favor of
the Swingline Lender evidencing the Swingline Loans provided pursuant to Section
2.3(d), as such promissory note may be amended, modified, supplemented,
extended, renewed or replaced from time to time.

         "Target" has the meaning set forth in the definition of Permitted
Acquisition.

         "Target Settlement Day" means any day on which the Trans-European
Automated Real-Time Gross Settlement Express Transfer (TARGET) System is open.

         "Taxes" has the meaning set forth in Section 2.18.

         "Total Consideration" has the meaning set forth in Section 5.2(f).

         "Transfer Effective Date" has the meaning set forth in each Commitment
Transfer Supplement.

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

         "Type" means, as to any Loan, its nature as an Alternate Base
Rate Loan, LIBOR Rate Loan or Swingline Loan, as the case may be.

         "US Commitment Fee" has the meaning set forth in Section
2.10(a)(i).

         "US Commitment Percentage" means, for each US Lender, the percentage
identified as its US Commitment Percentage on Schedule 2.1(a), as such
percentage may be modified in connection with any assignment made in accordance
with the provisions of Section 10.6(c).

         "US Foreign Currency Reserve" means, at any time, the Dollar Amount
(determined as of the most recent Revaluation Date) equal to 5% of Foreign
Currency Loans outstanding to the Company and the Foreign Borrowers at such
time.

         "US Guarantor Joinder Agreement" means a US Guarantor Joinder Agreement
in substantially the form of Schedule 5.8(a), executed and delivered by each
Person required to become a US Subsidiary Guarantor in accordance with the
provisions of Section 5.8(a).

         "US Guarantors" has the meaning set forth in the first paragraph
hereof, together with any successors or assigns.

         "US Guaranty" means the guaranty of the US Guarantors set forth in
Section 9.

         "US Lender" means any Lender with a US Revolving Commitment.

         "US Note" or "US Notes" means the promissory notes of the Company in
favor of each of the US Lenders that request such notes (a) evidencing the US
Revolving Loans in substantially the form attached as Schedule 2.1(e) or (b)
evidencing the Swingline Loans in substantially the form attached as Schedule
2.3(d), with the foregoing individually or collectively, as appropriate, as such
promissory notes may be amended, modified, supplemented, extended, renewed or
replaced from time to time.

         "US Revolving Commitment" means, with respect to each US Lender, the
commitment of such US Lender to make US Revolving Loans in an aggregate
principal Dollar Amount at any time outstanding up to such US Lender's US
Revolving Committed Amount as specified in Schedule 2.1(a), as such amount may
be reduced or increased from time to time in accordance with the provisions
hereof.

         "US Revolving Committed Amount" means the amount of each US Lender's US
Revolving Commitment as specified in Schedule 2.1(a), as such amount may be
reduced or increased from time to time in accordance with the provisions hereof.

         "US Revolving Loans" has the meaning set forth in Section 2.1(a).

         "US Subsidiary Guarantors" has the meaning set forth in the first
paragraph hereof, together with any successors or assigns.

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

         "Wachovia" means Wachovia Bank, National Association and its successors
          --------

         1.2      Computation of Time Periods.

         All time references in this Credit Agreement and the other Credit
Documents shall be to Charlotte, North Carolina time unless otherwise indicated.
For purposes of computation of periods of time hereunder, the word "from" means
"from and including" and the words "to" and "until" each mean "to but
excluding."

         1.3      Accounting Terms.

         Unless otherwise specified herein, all accounting terms used herein
shall be interpreted, all accounting determinations hereunder shall be made, and
all financial statements required to be delivered hereunder shall be prepared in
accordance with GAAP applied on a basis consistent with the most recent audited
consolidated financial statements of the Company delivered to the Lenders;
provided that, if the Company notifies the Administrative Agent that it wishes
to amend any covenant in Section 5.9 to eliminate the effect of any change in
GAAP on the operation of such covenant (or if the Administrative Agent notifies
the Company that the Required Lenders wish to amend Section 5.9 for such
purpose), then the Credit Parties' compliance with such covenant shall be
determined on the basis of GAAP in effect immediately before the relevant change
in GAAP became effective, until either such notice is withdrawn or such covenant
is amended in a manner satisfactory to the Company and the Required Lenders.

         The Company shall deliver to the Administrative Agent and each Lender
at the same time as the delivery of any annual or quarterly financial statements
given in accordance with the provisions of Section 5.1, (a) a description in
reasonable detail of any material change in the application of accounting
principles employed in the preparation of such financial statements from those
applied in the most recently preceding quarterly or annual financial statements
as to which no objection shall have been made in accordance with the provisions
above and (b) a reasonable estimate of the effect on the financial statements on
account of such changes in application".

         Notwithstanding the above, the parties hereto acknowledge and agree
that, for purposes of all calculations made in determining compliance for any
applicable period with the financial covenants set forth in Section 5.9
(including, without limitation, for purposes of the definitions of "Pro Forma
Basis" and "Applicable Percentage" set forth in Section 1.1), after consummation
of any Permitted Acquisition, (i) income statement items and other balance sheet
items (whether positive or negative) attributable to the Target acquired in such
transaction shall be included in such calculations to the extent relating to
such applicable period, and (ii) Indebtedness of a Target which is retired in
connection with a Permitted Acquisition shall be excluded from such calculations
and deemed to have been retired as of the first day of such applicable period.

         1.4      Exchange Rates; Currency Equivalents.

         (a) The Administrative Agent shall determine the Spot Rates as of each
Revaluation Date to be used for calculating the Dollar Amounts of Extensions of
Credit and amounts outstanding hereunder denominated in Foreign Currencies. Such
Spot Rates shall become effective as of such Revaluation Date and shall be the
Spot Rates employed in converting any amounts between the applicable currencies
until the next Revaluation Date to occur. Except for purposes of financial
statements delivered by the Borrower hereunder or calculating financial
covenants hereunder or except as otherwise provided herein, the applicable
amount of any currency for purposes of the Credit Documents shall be such Dollar
Amount as so determined by the Administrative Agent.

         (b) Wherever in this Credit Agreement, in connection with any Extension
of Credit, any conversion, continuation or prepayment of a Loan or any renewal
of a Letter of Credit, an amount, such as a required minimum or multiple amount,
is expressed in Dollars, but such Extension of Credit or Loan is denominated in
a Foreign Currency, such amount shall be the relevant Foreign Currency
Equivalent of such Dollar amount (rounded to the nearest 1,000 units of such
Foreign Currency), as determined by the Administrative Agent.

         (c) Determinations by the Administrative Agent pursuant to this Section
1.4 shall be conclusive absent manifest error.

         1.5      Redenomination of Certain Foreign Currencies and Computation
of Dollar Amounts.


         (a) Each obligation of the Borrower to make a payment denominated in
the National Currency Unit of any member state of the European Union that adopts
the Euro as its lawful currency after the date hereof shall be redenominated
into Euros at the time of such adoption (in accordance with the EMU
Legislation). If, in relation to the currency of any such member state, the
basis of accrual of interest expressed in this Credit Agreement in respect of
that currency shall be inconsistent with any convention or practice in the
London interbank market for the basis of accrual of interest in respect of the
Euro, such expressed basis shall be replaced by such convention or practice with
effect from the date on which such member state adopts the Euro as its lawful
currency; provided that if any Extension of Credit in the currency of such
member state is outstanding immediately prior to such date, such replacement
shall take effect, with respect to such Extension of Credit, at the end of the
then current Interest Period.

         (b) Each provision of this Credit Agreement shall be subject to such
reasonable changes of construction as the Administrative Agent may from time to
time specify to be appropriate to reflect the adoption of the Euro by any member
state of the European Union and any relevant market conventions or practices
relating to the Euro.

         (c) References herein to minimum Dollar Amounts and integral multiples
stated in Dollars, where they shall also be applicable to Foreign Currency,
shall be deemed to refer to approximate Foreign Currency Equivalents. Wherever
in this Credit Agreement an amount, such as a minimum or maximum limitation on
Indebtedness permitted to be incurred or Investments permitted to be made
hereunder, is expressed in Dollars, it shall be deemed to refer to the Dollar
Amount thereof.


                                    SECTION 2
                                 CREDIT FACILITY

         2.1      US Revolving Loans.

         (a) US Revolving Commitment. During the Commitment Period, subject to
the terms and conditions hereof, each US Lender severally agrees to make
revolving credit loans (the "US Revolving Loans") (i) in Dollars and in Foreign
Currencies to the Company and (ii) in Foreign Currencies to the Foreign
Borrowers, in each case, from time to time in the amount of such US Lender's US
Commitment Percentage of such Loans for the purposes hereinafter set forth;
provided that (A) with regard to the US Lenders collectively, the sum of the
aggregate principal Dollar Amount (determined as of the most recent Revaluation
Date) of outstanding US Revolving Loans plus outstanding Swingline Loans plus
LOC Obligations plus the US Foreign Currency Reserve shall not exceed the
Aggregate US Revolving Committed Amount, (B) with regard to each US Lender
individually, the sum of the aggregate principal Dollar Amount (determined as of
the most recent Revaluation Date) of such US Lender's US Commitment Percentage
of outstanding US Revolving Loans (including, without limitation, unfunded
participations in Fronted Foreign Currency Loans) plus such US Lender's US
Commitment Percentage of Swingline Loans plus such US Lender's LOC Commitment
Percentage of LOC Obligations plus such US Lender's US Commitment Percentage of
the US Foreign Currency Reserve shall not exceed such US Lender's US Revolving
Committed Amount, (C) the aggregate Dollar Amount (determined as of the most
recent Revaluation Date) of US Revolving Loans made to the Company that are
Foreign Currency Loans shall not exceed $115,000,000 and (D) the aggregate
Dollar Amount (determined as of the most recent Revaluation Date) of US
Revolving Loans made to the Foreign Borrowers shall not exceed $55,000,000. US
Revolving Loans denominated in Foreign Currencies shall consist solely of LIBOR
Rate Loans. US Revolving Loans made on the Closing Date or on any of the three
Business Days following the Closing Date may only consist of Alternate Base Rate
Loans. LIBOR Rate Loans shall be made by each US Lender at its LIBOR Lending
Office and Alternate Base Rate Loans shall be made by each US Lender at its
Domestic Lending Office.

         (b) US Revolving Loan Borrowings.

                  (i) Notice of Borrowing. The Company shall request a US
         Revolving Loan borrowing by delivering a written Notice of Borrowing
         (or telephone notice promptly confirmed in writing) to the
         Administrative Agent (A) not later than 11:00 A.M. (I) on the Business
         Day of the requested borrowing in the case of Alternate Base Rate Loans
         denominated in Dollars, (II) on the third Business Day prior to the
         date of the requested borrowing in the case of LIBOR Rate Loans
         denominated in Dollars and (B) not later than 10:00 A.M. (London,
         England time) four (4) Business Days prior to the date of the requested
         borrowing in the case of Foreign Currency Loans. Each such request for
         borrowing shall be irrevocable and shall specify (1) that a US
         Revolving Loan is requested, (2) the applicable Borrower to which such
         US Revolving Loan is to be made, (3) the date of the requested
         borrowing (which shall be a Business Day), (4) the aggregate principal
         amount to be borrowed, (5) the applicable currency in which such US
         Revolving Loan is to be funded (such currency shall either be Dollars
         or a Foreign Currency), (6) if the US Revolving Loan is to be made in
         Dollars, whether the borrowing shall be comprised of Alternate Base
         Rate Loans, LIBOR Rate Loans or a combination thereof, (7) if the US
         Revolving Loan is to be made in Foreign Currencies, that such borrowing
         shall be comprised solely of LIBOR Rate Loans and (8) if LIBOR Rate
         Loans are requested, the Interest Period(s) therefor. If the Company
         shall fail to specify in any such Notice of Borrowing (x) an applicable
         Interest Period in the case of a LIBOR Rate Loan, then such notice
         shall be deemed to be a request for an Interest Period of one month,
         (y) the Type of Loan requested in the case of a Loan to be made in
         Dollars, then such notice shall be deemed to be a request for a
         Alternate Base Rate Loan hereunder or (z) the currency for such Loan,
         then such Loan shall be made in Dollars. The Administrative Agent shall
         give notice to each US Lender promptly upon receipt of each Notice of
         Borrowing pursuant to this Section 2.1(b)(i), the contents thereof and
         each such Lender's share of any borrowing to be made pursuant thereto.

                  (ii) Minimum Amounts. Each US Revolving Loan shall be in a
         minimum aggregate principal Dollar Amount of (A) in the case of LIBOR
         Rate Loans, $5,000,000 and integral multiples of $1,000,000 in excess
         thereof (or the remaining Aggregate US Revolving Committed Amount, if
         less) and (B) in the case of Alternate Base Rate Loans, $1,000,000 and
         integral multiples of $1,000,000 in excess thereof (or the remaining
         Aggregate US Revolving Committed Amount, if less).

                  (iii) Advances. Each US Lender (or in the case of any Foreign
         Currency Participant, the Foreign Currency Fronting Bank, on such
         Foreign Currency Participant's behalf as set forth below) will make its
         US Commitment Percentage of each US Revolving Loan borrowing available
         to the Administrative Agent for the account of the applicable Borrower
         at the office of the Administrative Agent specified in Section 10.2, or
         at such office as the Administrative Agent may designate in writing, in
         Dollars or the applicable Foreign Currency and in funds immediately
         available to the Administrative Agent, by (A) 1:00 P.M. on the date
         specified in the applicable Notice of Borrowing in the case of any US
         Revolving Loan denominated in Dollars and (B) the Applicable Time
         specified by the Administrative Agent in the case of any US Revolving
         Loan denominated in a Foreign Currency. With respect to any Foreign
         Currency Participant, the Foreign Currency Fronting Bank will make such
         Foreign Currency Participant's US Commitment Percentage of each
         applicable Foreign Currency Loan on behalf of such Foreign Currency
         Participant for the account of the applicable Borrower, in the
         applicable Foreign Currency (each such Foreign Currency Loan a "Fronted
         Foreign Currency Loan"). Such borrowing will then be made available to
         the applicable Borrower by the Administrative Agent by crediting the
         account designated by the Company with the aggregate of the amounts
         made available to the Administrative Agent by the Lenders and in like
         funds as received by the Administrative Agent.

         (c) Repayment. The principal amount of all US Revolving Loans shall be
due and payable in full on the Maturity Date.

         (d) Interest. Subject to the provisions of Section 2.6:

                  (i) Alternate Base Rate Loans. During such periods as US
         Revolving Loans shall be comprised in whole or in part of Alternate
         Base Rate Loans, such Alternate Base Rate Loans shall bear interest at
         a per annum rate equal to the Alternate Base Rate plus the Applicable
         Percentage; and

                  (ii) LIBOR Rate Loans. During such periods as US Revolving
         Loans shall be comprised in whole or in part of LIBOR Rate Loans, such
         LIBOR Rate Loans shall bear interest at a per annum rate equal to the
         LIBOR Rate plus the Applicable Percentage.

Interest on US Revolving Loans shall be payable in arrears on each applicable
Interest Payment Date (or at such other times as may be specified herein).

         (e) US Notes. The US Revolving Loans shall be further evidenced by a
duly executed US Note in favor of each US Lender in the form of Schedule 2.1(e)
attached hereto, if requested by such Lender.

         (f) Maximum Number of LIBOR Rate Loans. The Borrowers will be limited
to a maximum number of six (6) LIBOR Rate Loans outstanding at any time. For
purposes hereof, LIBOR Rate Loans with separate or different Interest Periods
will be considered as separate LIBOR Rate Loans even if their Interest Periods
expire on the same date.

         (g) Participations of Foreign Currency Loans. At the time that the
Foreign Currency Fronting Bank makes a Fronted Foreign Currency Loan, each
Foreign Currency Participant shall be deemed, without any further action by any
Person, to have purchased from the Foreign Currency Fronting Bank an unfunded
participation, without recourse to or warranty of the Foreign Currency Fronting
Bank, in such Fronted Foreign Currency Loan in an amount equal to such Foreign
Currency Participant's US Commitment Percentage of such Loan and shall be
obligated to fund such participation at the time and in the manner provided
below. In the event that the applicable Borrower shall fail to timely repay any
Foreign Currency Loan, and in any event upon (i) the request of the Foreign
Currency Fronting Bank and (ii) the occurrence and during the continuance of a
Default or an Event of Default, each Foreign Currency Participant shall fund its
participation in such Loan (regardless of whether the conditions precedent
thereto set forth in Section 4.2 are then satisfied, whether or not the Company
has then submitted a Notice of Borrowing and whether or not the US Revolving
Commitments are then in effect, any Event of Default exists or all the Loans
have been accelerated) by paying to the Foreign Currency Fronting Bank, at the
address provided in Section 10.2 or at such other address as the Foreign
Currency Fronting Bank may designate, the Dollar Amount (as determined as of the
date such participation is to be funded) of its participation in such Foreign
Currency Loan. Upon the funding of its US Commitment Percentage of such Foreign
Currency Loan, a Foreign Currency Participant shall have a US Revolving Loan
denominated in Dollars equal to the Dollar amount funded. If such amount is not
in fact made available to the Foreign Currency Fronting Bank by any Foreign
Currency Participant, the Foreign Currency Fronting Bank shall be entitled to
recover such amount on demand from such Foreign Currency Participant, together
with accrued interest thereon for each day from the date of demand thereof, at
the Federal Funds Rate if paid within two Business Days of the date of demand
thereof, and thereafter at a rate equal to the Alternate Base Rate. If such
Foreign Currency Participant does not pay such amount forthwith upon the Foreign
Currency Fronting Bank's demand therefor, and until such time as such Foreign
Currency Participant makes the required payment, the Foreign Currency Fronting
Bank shall be deemed to continue to have outstanding Foreign Currency Loans in
the amount of such unpaid participation obligation for all purposes of the
Credit Documents other than those provisions requiring the Foreign Currency
Participants to purchase a participation therein. From the date on which the
Foreign Currency Fronting Bank makes any Fronted Foreign Currency Loan on behalf
of any Foreign Currency Participant until the date on which such Foreign
Currency Participant funds its US Commitment Percentage of any such Foreign
Currency Loans to the Foreign Currency Fronting Bank in the manner set forth
above, the interest payable on such Foreign Currency Loan as set forth in
Section 2.1(d) shall be allocated among the Foreign Currency Fronting Bank and
each Foreign Currency Participant such that each Foreign Currency Participant
shall receive the Applicable Percentage on such Foreign Currency Loan and the
Foreign Currency Fronting Bank shall receive the remainder of the interest paid
by the applicable Borrower pursuant to Section 2.1(d).

         2.2      Japanese Revolving Loans.

         (a) Japanese Revolving Commitment. During the Commitment Period,
subject to the terms and conditions hereof, each Japanese Lender severally
agrees to make revolving credit loans (the "Japanese Revolving Loans") (i) in
Dollars and in Foreign Currencies to the Company and to the Foreign Borrowers
and (ii) in Japanese Yen to the Japanese Borrower, in each case, from time to
time in the amount of such Japanese Lender's Japanese Commitment Percentage of
such Loans for the purposes hereinafter set forth; provided that (A) with regard
to the Japanese Lenders collectively, the sum of the aggregate principal Dollar
Amount (determined as of the most recent Revaluation Date) of outstanding
Japanese Revolving Loans plus the Japanese Foreign Currency Reserve shall not
exceed the Aggregate Japanese Revolving Committed Amount and (B) with regard to
each Japanese Lender individually, the sum of the aggregate principal Dollar
Amount (determined as of the most recent Revaluation Date) of such Japanese
Lender's Japanese Commitment Percentage of outstanding Japanese Revolving Loans
(including, without limitation, unfunded participations in Fronted Foreign
Currency Loans) plus such Japanese Lender's Japanese Commitment Percentage of
the Japanese Foreign Currency Reserve shall not exceed such Japanese Lender's
Japanese Revolving Committed Amount. Japanese Revolving Loans denominated in
Foreign Currencies shall consist solely of LIBOR Rate Loans. Japanese Revolving
Loans made on the Closing Date or on any of the three Business Days following
the Closing Date may only consist of Alternate Base Rate Loans. LIBOR Rate Loans
shall be made by each Japanese Lender at its LIBOR Lending Office and Alternate
Base Rate Loans shall be made by each Japanese Lender at its Domestic Lending
Office.

         (b) Japanese Revolving Loan Borrowings.

                  (i) Notice of Borrowing. The Company shall request a Japanese
         Revolving Loan borrowing by delivering a written Notice of Borrowing
         (or telephone notice promptly confirmed in writing) to the
         Administrative Agent (A) not later than 11:00 A.M. (I) on the Business
         Day of the requested borrowing in the case of Alternate Base Rate Loans
         denominated in Dollars, (II) on the third Business Day prior to the
         date of the requested borrowing in the case of LIBOR Rate Loans
         denominated in Dollars and (B) not later than 10:00 A.M. (London,
         England time) four (4) Business Days prior to the date of the requested
         borrowing in the case of Foreign Currency Loans. Each such request for
         borrowing shall be irrevocable and shall specify (1) that a Japanese
         Revolving Loan is requested, (2) the applicable Borrower to which such
         Japanese Revolving Loan is to be made, (3) the date of the requested
         borrowing (which shall be a Business Day), (4) the aggregate principal
         amount to be borrowed, (5) the applicable currency in which such
         Japanese Revolving Loan is to be funded (such currency shall either be
         Dollars or a Foreign Currency), (6) if the Japanese Revolving Loan is
         to be made in Dollars, whether the borrowing shall be comprised of
         Alternate Base Rate Loans, LIBOR Rate Loans or a combination thereof,
         (7) if the Japanese Revolving Loan is to be made in Foreign Currencies,
         that such borrowing shall be comprised solely of LIBOR Rate Loans and
         (8) if LIBOR Rate Loans are requested, the Interest Period(s) therefor.
         If the Company shall fail to specify in any such Notice of Borrowing
         (x) an applicable Interest Period in the case of a LIBOR Rate Loan,
         then such notice shall be deemed to be a request for an Interest Period
         of one month, (y) the Type of Loan requested in the case of a Loan to
         be made in Dollars, then such notice shall be deemed to be a request
         for a Alternate Base Rate Loan hereunder or (z) the currency for such
         Loan, then such Loan shall be made in Dollars. The Administrative Agent
         shall give notice to each Japanese Lender promptly upon receipt of each
         Notice of Borrowing pursuant to this Section 2.1(b)(i), the contents
         thereof and each such Lender's share of any borrowing to be made
         pursuant thereto.

                  (ii) Minimum Amounts. Each Japanese Revolving Loan shall be in
         a minimum aggregate principal Dollar Amount of (A) in the case of LIBOR
         Rate Loans, $5,000,000 and integral multiples of $1,000,000 in excess
         thereof (or the remaining Aggregate Japanese Revolving Committed
         Amount, if less) and (B) in the case of Alternate Base Rate Loans,
         $1,000,000 and integral multiples of $1,000,000 in excess thereof (or
         the remaining Aggregate Japanese Revolving Committed Amount, if less).

                  (iii) Advances. Each Japanese Lender (or in the case of any
         Foreign Currency Participant, the Foreign Currency Fronting Bank, on
         such Foreign Currency Participant's behalf as set forth below) will
         make its Japanese Commitment Percentage of each Japanese Revolving Loan
         borrowing available to the Administrative Agent for the account of the
         applicable Borrower at the office of the Administrative Agent specified
         in Section 10.2, or at such office as the Administrative Agent may
         designate in writing, in Dollars or the applicable Foreign Currency and
         in funds immediately available to the Administrative Agent, by (A) 1:00
         P.M. on the date specified in the applicable Notice of Borrowing in the
         case of any Japanese Revolving Loan denominated in Dollars and (B) the
         Applicable Time specified by the Administrative Agent in the case of
         any Japanese Revolving Loan denominated in a Foreign Currency. With
         respect to any Foreign Currency Participant, the Foreign Currency
         Fronting Bank will make such Foreign Currency Participant's Japanese
         Commitment Percentage of each applicable Foreign Currency Loan on
         behalf of such Foreign Currency Participant for the account of the
         applicable Borrower, in the applicable Foreign Currency (each such
         Foreign Currency Loan a "Fronted Foreign Currency Loan"). Such
         borrowing will then be made available to the applicable Borrower by the
         Administrative Agent by crediting the account designated by the Company
         with the aggregate of the amounts made available to the Administrative
         Agent by the Lenders and in like funds as received by the
         Administrative Agent.

         (c) Repayment. The principal amount of all Japanese Revolving Loans
shall be due and payable in full on the Maturity Date.

         (d) Interest. Subject to the provisions of Section 2.6:

                  (i) Alternate Base Rate Loans. During such periods as Japanese
         Revolving Loans shall be comprised in whole or in part of Alternate
         Base Rate Loans, such Alternate Base Rate Loans shall bear interest at
         a per annum rate equal to the Alternate Base Rate plus the Applicable
         Percentage; and

                  (ii) LIBOR Rate Loans. During such periods as Japanese
         Revolving Loans shall be comprised in whole or in part of LIBOR Rate
         Loans, such LIBOR Rate Loans shall bear interest at a per annum rate
         equal to the LIBOR Rate plus the Applicable Percentage.

Interest on Japanese Revolving Loans shall be payable in arrears on each
applicable Interest Payment Date (or at such other times as may be specified
herein).

         (e) Japanese Notes. The Japanese Revolving Loans shall be further
evidenced by a duly executed Japanese Note in favor of each Japanese Lender in
the form of Schedule 2.2(e) attached hereto, if requested by such Lender.

         (f) Maximum Number of LIBOR Rate Loans. The Borrowers will be limited
to a maximum number of six (6) LIBOR Rate Loans outstanding at any time. For
purposes hereof, LIBOR Rate Loans with separate or different Interest Periods
will be considered as separate LIBOR Rate Loans even if their Interest Periods
expire on the same date.

         (g) Participations of Foreign Currency Loans. At the time that the
Foreign Currency Fronting Bank makes a Fronted Foreign Currency Loan, each
Foreign Currency Participant shall be deemed, without any further action by any
Person, to have purchased from the Foreign Currency Fronting Bank an unfunded
participation, without recourse to or warranty of the Foreign Currency Fronting
Bank, in such Fronted Foreign Currency Loan in an amount equal to such Foreign
Currency Participant's Japanese Commitment Percentage of such Loan and shall be
obligated to fund such participation at the time and in the manner provided
below. In the event that the applicable Borrower shall fail to timely repay any
Foreign Currency Loan, and in any event upon (i) the request of the Foreign
Currency Fronting Bank and (ii) the occurrence and during the continuance of a
Default or an Event of Default, each Foreign Currency Participant shall fund its
participation in such Loan (regardless of whether the conditions precedent
thereto set forth in Section 4.2 are then satisfied, whether or not the Company
has then submitted a Notice of Borrowing and whether or not the Japanese
Revolving Commitments are then in effect, any Event of Default exists or all the
Loans have been accelerated) by paying to the Foreign Currency Fronting Bank, at
the address provided in Section 10.2 or at such other address as the Foreign
Currency Fronting Bank may designate, the Dollar Amount (as determined as of the
date such participation is to be funded) of its participation in such Foreign
Currency Loan. Upon the funding of its Japanese Commitment Percentage of such
Foreign Currency Loan, a Foreign Currency Participant shall have a Japanese
Revolving Loan denominated in Dollars equal to the Dollar amount funded. If such
amount is not in fact made available to the Foreign Currency Fronting Bank by
any Foreign Currency Participant, the Foreign Currency Fronting Bank shall be
entitled to recover such amount on demand from such Foreign Currency
Participant, together with accrued interest thereon for each day from the date
of demand thereof, at the Federal Funds Rate if paid within two Business Days of
the date of demand thereof, and thereafter at a rate equal to the Alternate Base
Rate. If such Foreign Currency Participant does not pay such amount forthwith
upon the Foreign Currency Fronting Bank's demand therefor, and until such time
as such Foreign Currency Participant makes the required payment, the Foreign
Currency Fronting Bank shall be deemed to continue to have outstanding Foreign
Currency Loans in the amount of such unpaid participation obligation for all
purposes of the Credit Documents other than those provisions requiring the
Foreign Currency Participants to purchase a participation therein. From the date
on which the Foreign Currency Fronting Bank makes any Fronted Foreign Currency
Loan on behalf of any Foreign Currency Participant until the date on which such
Foreign Currency Participant funds its Japanese Commitment Percentage of any
such Foreign Currency Loans to the Foreign Currency Fronting Bank in the manner
set forth above, the interest payable on such Foreign Currency Loan as set forth
in Section 2.2(d) shall be allocated among the Foreign Currency Fronting Bank
and each Foreign Currency Participant such that each Foreign Currency
Participant shall receive the Applicable Percentage on such Foreign Currency
Loan and the Foreign Currency Fronting Bank shall receive the remainder of the
interest paid by the applicable Borrower pursuant to Section 2.2(d).

         2.3      Swingline Loan Subfacility.

         (a) Swingline Commitment. During the Commitment Period, subject to the
terms and conditions hereof, the Swingline Lender, in its individual capacity,
agrees to make certain revolving credit loans in Dollars and in Euros to the
Company (each a "Swingline Loan" and, collectively, the "Swingline Loans") for
the purposes hereinafter set forth; provided, however, (i) the aggregate Dollar
Amount of Swingline Loans (determined as of the most recent Revaluation Date)
outstanding at any time shall not exceed FIFTEEN MILLION DOLLARS ($15,000,000)
(the "Swingline Committed Amount") and (ii) the sum of the aggregate Dollar
Amount (determined as of the most recent Revaluation Date and after giving
effect to the making of the requested Swingline Loan) of outstanding US
Revolving Loans plus Swingline Loans plus LOC Obligations plus the US Foreign
Currency Reserve shall not exceed the Aggregate US Revolving Committed Amount.
Swingline Loans hereunder may be repaid and reborrowed in accordance with the
provisions hereof. Swingline Loans denominated in Euros shall consist solely of
LIBOR Market Index Rate Loans.

         (b) Swingline Loan Borrowings.

                  (i) Notice of Borrowing and Disbursement. Upon receiving a
         Notice of Borrowing from the Company (A) not later than 12:00 Noon
         (Charlotte, North Carolina time) on any Business Day requesting that a
         Swingline Loan be made in Dollars, the Swingline Lender will make a
         Swingline Loan which is denominated in Dollars available to the Company
         on the same Business Day and (B) not later than 10:00 A.M. (London,
         England time) on any Business Day requesting that a Swingline Loan be
         made in Euros, the Swingline Lender will make a Swingline Loan which is
         denominated in Euros available to the Company on such date. Swingline
         Loan borrowings hereunder shall be made in minimum amounts of $100,000
         and in integral amounts of $100,000 in excess thereof. Each such
         request for borrowing shall be irrevocable and shall specify (A) that a
         Swingline Loan is requested, (B) the date of the requested borrowing
         (which shall be a Business Day), (C) the aggregate principal amount to
         be borrowed, and (D) whether the borrowing shall be made in Dollars or
         in Euros. If the Company shall fail to specify in any such Notice of
         Borrowing the applicable currency for such Swingline Loan, such
         Swingline Loan shall be made in Dollars.

                  (ii) Repayment of Swingline Loans. Each Swingline Loan
         borrowing shall be due and payable on the Maturity Date. The Swingline
         Lender may, at any time, in its sole discretion, by written notice to
         the Company and the Administrative Agent, demand repayment of its
         Swingline Loans by way of a US Revolving Loan borrowing, in which case
         the Company shall be deemed to have requested a US Revolving Loan
         borrowing in Dollars comprised entirely of Alternate Base Rate Loans in
         the Dollar Amount of such Swingline Loans; provided, however, that, in
         the following circumstances, any such demand shall also be deemed to
         have been given one Business Day prior to each of (A) the Maturity
         Date, (B) the occurrence of any Event of Default described in Section
         7.1(e), (C) upon acceleration of the Credit Party Obligations
         hereunder, whether on account of an Event of Default described in
         Section 7.1(e) or any other Event of Default and (D) the exercise of
         remedies in accordance with the provisions of Section 7.2 hereof (each
         such US Revolving Loan borrowing made on account of any such deemed
         request therefor as provided herein being hereinafter referred to as a
         "Mandatory Borrowing"). Each US Lender hereby irrevocably agrees to
         make such US Revolving Loans promptly upon any such request or deemed
         request on account of each Mandatory Borrowing in the Dollar Amount and
         in the manner specified in the preceding sentence and on the same such
         date notwithstanding (A) the amount of Mandatory Borrowing may not
         comply with the minimum amount for borrowings of US Revolving Loans
         otherwise required hereunder, (B) whether any conditions specified in
         Section 4.2 are then satisfied, (C) whether a Default or an Event of
         Default then exists, (D) failure of any such request or deemed request
         for US Revolving Loans to be made by the time otherwise required in
         Section 2.1(b)(i), (E) the date of such Mandatory Borrowing, or (F) any
         reduction in the US Revolving Committed Amount or termination of the US
         Revolving Commitments immediately prior to such Mandatory Borrowing or
         contemporaneously therewith. In the event that any Mandatory Borrowing
         cannot for any reason be made on the date otherwise required above
         (including, without limitation, as a result of the commencement of a
         proceeding under the Bankruptcy Code with respect to the Company), then
         each US Lender hereby agrees that it shall forthwith purchase (as of
         the date the Mandatory Borrowing would otherwise have occurred, but
         adjusted for any payments received from the Company on or after such
         date and prior to such purchase) from the Swingline Lender such
         participations in the outstanding Swingline Loans as shall be necessary
         to cause each such US Lender to share in such Swingline Loans ratably
         based upon its respective US Commitment Percentage (determined before
         giving effect to any termination of the Commitments pursuant to Section
         7.2), provided that (A) subject to clause (B) below, all interest
         payable on the Swingline Loans shall be for the account of the
         Swingline Lender until the date as of which the respective
         participation is purchased, and (B) at the time any purchase of
         participations pursuant to this sentence is actually made, the
         purchasing US Lender shall be required to pay to the Swingline Lender
         interest on the principal Dollar Amount of such participation purchased
         for each day from and including the day upon which the Mandatory
         Borrowing would otherwise have occurred to but excluding the date of
         payment for such participation, at the rate equal to, if paid within
         two (2) Business Days of the date of the Mandatory Borrowing, the
         Federal Funds Effective Rate, and thereafter at a rate equal to the
         Alternate Base Rate, and upon such purchase shall be entitled to
         interest on such amounts from and including the date of the Mandatory
         Borrowing.

         (c) Interest on Swingline Loans. Subject to the provisions of Section
2.6, Swingline Loans that are denominated in (i) Dollars shall bear interest at
a per annum rate equal to the Alternate Base Rate plus the Applicable Percentage
for Revolving Loans that are Alternate Base Rate Loans and (ii) Euros shall bear
interest at the LIBOR Market Index Rate plus the Applicable Percentage for
Revolving Loans that are LIBOR Rate Loans. Interest on Swingline Loans shall be
payable in arrears on each Interest Payment Date.

         (d) Swingline Note. The Swingline Loans shall be evidenced by a duly
executed promissory note of the Company to the Swingline Lender in the original
amount of the Swingline Committed Amount and substantially in the form of
Schedule 2.3(d).

         2.4      Letter of Credit Subfacility.

         (a) Issuance. Subject to the terms and conditions hereof and of the LOC
Documents, if any, and any other terms and conditions which the Issuing Lender
may reasonably require, during the Commitment Period the Issuing Lender shall
issue, and the US Lenders shall participate in, Letters of Credit for the
account of the Company from time to time upon request in a form acceptable to
the Issuing Lender; provided, however, that (i) the aggregate Dollar Amount of
LOC Obligations shall not at any time exceed TWENTY-FIVE MILLION DOLLARS
($25,000,000) (the "LOC Committed Amount"), (ii) the sum of outstanding Dollar
Amount (determined as of the most recent Revaluation Date) of US Revolving Loans
plus Swingline Loans plus LOC Obligations plus the US Foreign Currency Reserve
shall not at any time exceed the Aggregate US Revolving Committed Amount, (iii)
all Letters of Credit shall be denominated in Dollars and (iv) Letters of Credit
shall be issued for lawful corporate purposes and may be issued as standby
letters of credit, including in connection with workers' compensation and other
insurance programs, commercial letters of credit and trade letters of credit.
Except as otherwise expressly agreed upon by all the Lenders, no Letter of
Credit shall have an original expiry date more than twelve (12) months from the
date of issuance; provided, however, so long as no Default or Event of Default
has occurred and is continuing and subject to the other terms and conditions to
the issuance of Letters of Credit hereunder, the expiry dates of Letters of
Credit may be extended annually or periodically from time to time upon the
request of the Company or by operation of the terms of the applicable Letter of
Credit to a date not more than twelve (12) months from the date of extension;
provided, further, that no Letter of Credit, as originally issued or as
extended, shall have an expiry date extending beyond the date which is six (6)
Business Days prior to the Maturity Date. Each Letter of Credit shall comply
with the related LOC Documents. The issuance and expiry date of each Letter of
Credit shall be a Business Day. Any Letters of Credit issued hereunder shall be
in a minimum original face amount of $100,000 or such lesser amount as the
Issuing Lender may agree.

         (b) Notice and Reports. The request for the issuance of a Letter of
Credit shall be submitted to the Issuing Lender at least five (5) Business Days
prior to the requested date of issuance. The Issuing Lender will promptly upon
request provide to the Administrative Agent for dissemination to the US Lenders
a detailed report specifying the Letters of Credit which are then issued and
outstanding and any activity with respect thereto which may have occurred since
the date of any prior report, and including therein, among other things, the
account party, the beneficiary, the face amount, expiry date as well as any
payments or expirations which may have occurred. The Issuing Lender will further
provide to the Administrative Agent promptly upon request copies of the Letters
of Credit. The Issuing Lender will provide to the Administrative Agent promptly
upon request a summary report of the nature and extent of LOC Obligations then
outstanding.

         (c) Participations. Each US Lender upon issuance of a Letter of Credit
shall be deemed to have purchased without recourse a risk participation from the
Issuing Lender in such Letter of Credit and the obligations arising thereunder
and any collateral relating thereto, in each case in an amount equal to its LOC
Commitment Percentage of the obligations under such Letter of Credit and shall
absolutely, unconditionally and irrevocably assume, as primary obligor and not
as surety, and be obligated to pay to the Issuing Lender therefor and discharge
when due, its LOC Commitment Percentage of the obligations arising under such
Letter of Credit. Without limiting the scope and nature of each US Lender's
participation in any Letter of Credit, to the extent that the Issuing Lender has
not been reimbursed as required hereunder or under any LOC Document, each such
US Lender shall pay to the Issuing Lender its LOC Commitment Percentage of such
unreimbursed drawing in same day funds on the day of notification by the Issuing
Lender of an unreimbursed drawing pursuant to the provisions of subsection (d)
hereof. The obligation of each US Lender to so reimburse the Issuing Lender
shall be absolute and unconditional and shall not be affected by the occurrence
of a Default, an Event of Default or any other occurrence or event. Any such
reimbursement shall not relieve or otherwise impair the obligation of the
Company to reimburse the Issuing Lender under any Letter of Credit, together
with interest as hereinafter provided.

         (d) Reimbursement. In the event of any drawing under any Letter of
Credit, the Issuing Lender will promptly notify the Company and the
Administrative Agent. The Company shall reimburse the Issuing Lender on the day
of drawing under any Letter of Credit (with the proceeds of a US Revolving Loan
obtained hereunder or otherwise) in same day funds as provided herein or in the
LOC Documents. If the Company shall fail to reimburse the Issuing Lender as
provided herein, the unreimbursed amount of such drawing shall bear interest at
a per annum rate equal to the Alternate Base Rate plus the Applicable Percentage
plus two percent (2%). Unless the Company shall immediately notify the Issuing
Lender and the Administrative Agent of its intent to otherwise reimburse the
Issuing Lender, the Company shall be deemed to have requested a US Revolving
Loan in the amount of the drawing as provided in subsection (e) hereof, the
proceeds of which will be used to satisfy the reimbursement obligations. The
Company's reimbursement obligations hereunder shall be absolute and
unconditional under all circumstances irrespective of any rights of set-off,
counterclaim or defense to payment the Company may claim or have against the
Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the
Letter of Credit drawn upon or any other Person, including without limitation
any defense based on any failure of the Company to receive consideration or the
legality, validity, regularity or unenforceability of the Letter of Credit. The
Issuing Lender will promptly notify the US Lenders of the amount of any
unreimbursed drawing and each US Lender shall promptly pay to the Administrative
Agent for the account of the Issuing Lender in Dollars and in immediately
available funds, the amount of such US Lender's LOC Commitment Percentage of
such unreimbursed drawing. Such payment shall be made on the day such notice is
received by such US Lender from the Issuing Lender if such notice is received at
or before 2:00 P.M., otherwise such payment shall be made at or before 12:00
noon on the Business Day next succeeding the day such notice is received. If
such US Lender does not pay such amount to the Issuing Lender in full upon such
request, such US Lender shall, on demand, pay to the Administrative Agent for
the account of the Issuing Lender interest on the unpaid amount during the
period from the date such amount is due until such US Lender pays such amount to
the Issuing Lender in full at a rate per annum equal to, if paid within two (2)
Business Days of the date of drawing, the Federal Funds Rate and thereafter at a
rate equal to the Alternate Base Rate. Each US Lender's obligation to make such
payment to the Issuing Lender, and the right of the Issuing Lender to receive
the same, shall be absolute and unconditional, shall not be affected by any
circumstance whatsoever and without regard to the termination of this Credit
Agreement or the Commitments hereunder, the existence of a Default or Event of
Default or the acceleration of the Credit Party Obligations hereunder and shall
be made without any offset, abatement, withholding or reduction whatsoever.

         (e) Repayment with Loans. On any day on which the Company shall have
requested, or been deemed to have requested a US Revolving Loan to reimburse a
drawing under a Letter of Credit, the Administrative Agent shall give notice to
the US Lenders that a US Revolving Loan has been requested or deemed requested
in connection with a drawing under a Letter of Credit, in which case a US
Revolving Loan borrowing comprised entirely of Alternate Base Rate Loans (each
such borrowing, a "LC Mandatory Borrowing") shall be immediately made (without
giving effect to any termination of the Commitments pursuant to Section 7.2) pro
rata based on each US Lender's respective US Commitment Percentage (determined
before giving effect to any termination of the Commitments pursuant to Section
7.2) and the proceeds thereof shall be paid directly to the Issuing Lender for
application to the respective LOC Obligations. Each US Lender hereby irrevocably
agrees to make such US Revolving Loans immediately upon any such request or
deemed request on account of each LC Mandatory Borrowing in the amount and in
the manner specified in the preceding sentence and on the same such date
notwithstanding (i) the amount of LC Mandatory Borrowing may not comply with the
minimum amount for borrowings of Loans otherwise required hereunder, (ii)
whether any conditions specified in Section 4.2 are then satisfied, (iii)
whether a Default or an Event of Default then exists, (iv) failure for any such
request or deemed request for a US Revolving Loan to be made by the time
otherwise required in Section 2.1(b)(i), (v) the date of such LC Mandatory
Borrowing, or (vi) any reduction in the Aggregate US Revolving Committed Amount
after any such Letter of Credit may have been drawn upon. In the event that any
LC Mandatory Borrowing cannot for any reason be made on the date otherwise
required above (including, without limitation, as a result of the commencement
of a proceeding under the Bankruptcy Code), then each such US Lender hereby
agrees that it shall forthwith fund (as of the date the LC Mandatory Borrowing
would otherwise have occurred, but adjusted for any payments received from the
Company on or after such date and prior to such purchase) its Participation
Interests in the LOC Obligations; provided, further, that in the event any US
Lender shall fail to fund its Participation Interest on the day the LC Mandatory
Borrowing would otherwise have occurred, then the amount of such US Lender's
unfunded Participation Interest therein shall bear interest payable by such US
Lender to the Issuing Lender upon demand, at the rate equal to, if paid within
two (2) Business Days of such date, the Federal Funds Rate, and thereafter at a
rate equal to the Alternate Base Rate.

         (f) Modification, Extension. The issuance of any supplement,
modification, amendment, renewal, or extension to any Letter of Credit shall,
for purposes hereof, be treated in all respects the same as the issuance of a
new Letter of Credit hereunder.

         (g) Letter of Credit Governing Law. Unless otherwise expressly agreed
by the Issuing Lender and the Company when a Letter of Credit is issued, (i) the
rules of the "International Standby Practices 1998" published by the Institute
of International Banking Law & Practice (or such later version thereof as may be
in effect at the time of issuance) shall apply to each standby Letter of Credit,
and (ii) the rules of the Uniform Customs and Practice for Documentary Credits,
as most recently published by the International Chamber of Commerce at the time
of issuance, shall apply to each commercial Letter of Credit.

         2.5      Additional Loans.

         Subject to the terms and conditions set forth herein, so long as no
Default or Event of Default shall have occurred and be continuing, the Company
and the Foreign Borrowers shall have the right during the period from the
Closing Date until the date one Business Day prior to the Maturity Date, to
incur additional Indebtedness (the "Additional Loans") under this Credit
Agreement in the form of one or more increases in the Aggregate US Revolving
Committed Amount by an aggregate amount of up to $50,000,000. The following
terms and conditions shall apply to all Additional Loans: (a) the loans made
under any such Additional Loan shall constitute Credit Party Obligations, (b)
such Additional Loan shall have the same terms (including interest rate) as the
existing Loans, (c) any such Additional Loan shall be entitled to the same
voting rights as the existing Loans and shall be entitled to receive proceeds of
prepayments on the same basis as comparable Loans, (d) any such Additional Loan
shall be obtained from existing Lenders or from other banks, financial
institutions or investment funds, in each case in accordance with the terms set
forth below, (e) such Additional Loan shall be in a minimum principal Dollar
Amount (determined as of the most recent Revaluation Date) of $25,000,000 or the
unused portion of the limit set forth above and integral multiples of $1,000,000
in excess thereof, (f) the proceeds of any Additional Loan will be used to
finance capital expenditures and working capital and other general corporate
purposes, including Permitted Acquisitions, (g) the Company and the Foreign
Borrowers shall execute such promissory notes as are necessary and requested by
the Lenders to reflect the Additional Loans, (h) the conditions to Extensions of
Credit in Section 4.2 shall have been satisfied, (i) the Administrative Agent
shall have received such legal opinions from counsel to the Credit Parties, in
form and substance reasonably satisfactory to the Administrative Agent, as the
Administrative Agent reasonably shall request, (j) the Administrative Agent
shall have received such amendments to the Foreign Guaranties and other Credit
Documents, in form and substance satisfactory to the Administrative Agent, as
the Administrative Agent shall request and (k) the Administrative Agent shall
have received from the Company updated financial projections and an officer's
certificate, in each case in form and substance satisfactory to the
Administrative Agent, demonstrating that, after giving effect to any such
Additional Loan, the Company will be in compliance with the financial covenants
set forth in Section 5.9. Participation in any Additional Loan shall be offered
first to each of the existing Lenders, but no such Lender shall be required to
provide all or any portion of any such Additional Loan. If the amount of any
Additional Loan requested by the Company shall exceed the commitments which the
existing Lenders are willing to provide with respect to such Additional Loan,
then the Company may invite other banks, financial institutions and investment
funds reasonably acceptable to the Administrative Agent to join this Credit
Agreement as Lenders hereunder for the portion of such Additional Loan not taken
by existing Lenders, provided that such other banks, financial institutions and
investment funds shall enter into such joinder agreements to give effect thereto
as the Administrative Agent and the Company may reasonably request. The existing
Lenders shall make such assignments (which assignments shall not be subject to
the requirements set forth in Section 10.6(c)) of the outstanding Loans and
Participation Interests to the Lenders providing any Additional Loan so that,
after giving effect to such assignments, each Lender (including the Lenders
providing the Additional Loans) will hold Loans and Participation Interests
equal to its Commitment Percentage of all outstanding Loans and LOC Obligations.
The Administrative Agent is authorized to enter into, on behalf of the Lenders,
any amendment to this Credit Agreement or any other Credit Document as may be
necessary to incorporate the terms of any Additional Loan.

         2.6      Default Rate.
                  ------------

         Upon the occurrence, and during the continuance, of an Event of
Default, the principal of and, to the extent permitted by law, interest on the
Loans and any other amounts owing hereunder or under the other Credit Documents
shall, upon the election of the Required Lenders (except with respect to an
Event of Default occurring under either Section 7.1(a) or Section 7.1(e), in
which case such interest rate increase shall be immediate) bear interest,
payable on demand, at a per annum rate 2% greater than the interest rate which
would otherwise be applicable (or if no rate is applicable, whether in respect
of interest, fees or other amounts, then 2% greater than the Alternate Base Rate
plus the Applicable Percentage).

         2.7      Extension and Conversion.

         The Company shall have the option, on any Business Day, to extend
existing Loans into a subsequent permissible Interest Period or to convert Loans
made in Dollars into Loans of another Type; provided, however, that (a) except
as expressly provided otherwise in this Credit Agreement, LIBOR Rate Loans may
be converted into Alternate Base Rate Loans only on the last day of the Interest
Period applicable thereto, (b) LIBOR Rate Loans may be extended, and Alternate
Base Rate Loans may be converted into LIBOR Rate Loans, only if the conditions
in Section 4.2 have been satisfied and (c) Loans extended as, or converted into,
LIBOR Rate Loans shall be subject to the terms of the definition of "Interest
Period" set forth in Section 1.1 and shall be in such minimum amounts as
provided in Section 2.1(b)(ii). Any request for extension or conversion of a
LIBOR Rate Loan which shall fail to specify an Interest Period shall be deemed
to be a request for an Interest Period of one month. Each such extension or
conversion shall be effected by the Company by giving a Notice of
Extension/Conversion (or telephone notice promptly confirmed in writing) to the
Administrative Agent prior to 11:00 A.M. on the Business Day of, in the case of
the conversion of a LIBOR Rate Loan into a Alternate Base Rate Loan, and on the
third Business Day prior to, in the case of the extension of a LIBOR Rate Loan
as, or conversion of a Alternate Base Rate Loan into, a LIBOR Rate Loan, the
date of the proposed extension or conversion, specifying (i) the date of the
proposed extension or conversion, (ii) the Loans to be so extended or converted,
(iii) the Types of Loans into which such Loans are to be converted and (iv) if
appropriate, the applicable Interest Periods with respect thereto. Each request
for extension or conversion shall be irrevocable and shall constitute a
representation and warranty by the Company of the matters specified in Section
4.2. In the event the Company fails to request extension or conversion of any
LIBOR Rate Loan made in Dollars in accordance with this Section, or any such
conversion or extension is not permitted or required by this Section, then such
LIBOR Rate Loan shall be converted to an Alternate Base Rate Loan at the end of
the Interest Period applicable thereto. The Administrative Agent shall give each
Lender notice as promptly as practicable of any such proposed extension or
conversion affecting any Loan.

         2.8      Prepayments.

         (a) Voluntary Repayments. Revolving Loans and Swingline Loans may be
repaid in whole or in part without premium or penalty; provided that (i) LIBOR
Rate Loans may be repaid only upon five (5) Business Days' prior written notice
to the Administrative Agent, and Alternate Base Rate Loans may be repaid only
upon at least one (1) Business Day's prior written notice to the Administrative
Agent, (ii) repayments of LIBOR Rate Loans must be accompanied by payment of any
amounts owing under Section 2.17, and (iii) partial repayments of the LIBOR Rate
Loans shall be in minimum principal amount of $2,000,000, and in integral
multiples of $1,000,000 in excess thereof, or if less, the remaining amount
thereof, and partial repayments of Alternate Base Rate Loans shall be in a
minimum principal amount of $1,000,000, and in integral multiples of $500,000 in
excess thereof, or if less, the remaining amount thereof.

         (b) Mandatory Prepayments. If at any time, (i) the aggregate principal
Dollar Amount (determined as of the most recent Revaluation Date) of outstanding
US Revolving Loans plus Swingline Loans plus LOC Obligations plus the US Foreign
Currency Reserve (if any) shall exceed 105% of the Aggregate US Revolving
Committed Amount, the Company shall immediately make payment on the Loans so
that such amount will not exceed the Aggregate US Revolving Committed Amount or
(ii) the aggregate principal Dollar Amount (determined as of the most recent
Revaluation Date) of outstanding Japanese Revolving Loans plus the Japanese
Foreign Currency Reserve (if any) shall exceed 105% of the Aggregate Japanese
Revolving Committed Amount, the Japanese Borrower or the Company, as applicable,
shall immediately make payment on the Loans so that such amount will not exceed
the Aggregate Japanese Revolving Committed Amount.

         (c) Application. Unless otherwise specified by the Company, voluntary
repayments and mandatory prepayments made hereunder shall be applied first to
Alternate Base Rate Loans, then to LIBOR Rate Loans in direct order of Interest
Period maturities and second (after all Loans have been repaid) to a cash
collateral account in respect of LOC Obligations. Amounts repaid on the
Swingline Loan and the Revolving Loans may be reborrowed in accordance with the
provisions hereof.

         (d) Hedging Obligations Unaffected. Any repayment or prepayment made
pursuant to this Section 2.8 shall not affect the Company's obligation to
continue to make payments under any Hedging Agreement with a Hedging Agreement
Provider, which shall remain in full force and effect notwithstanding such
repayment or prepayment, subject to the terms of such Hedging Agreement.

         2.9      Termination and Reduction of Commitments

         (a) Voluntary Reductions. The Commitments may be terminated or
permanently reduced by the Company in whole or in part upon three (3) Business
Days' prior written notice to the Administrative Agent; provided that (i) after
giving effect to any voluntary reduction, the aggregate principal outstanding
Dollar Amount of US Revolving Loans plus the aggregate principal Dollar Amount
of Swingline Loans plus the aggregate Dollar Amount of the LOC Obligations plus
the US Foreign Currency Reserve shall not exceed the Aggregate US Revolving
Committed Amount, as reduced, (ii) after giving effect to any voluntary
reduction, the aggregate principal outstanding Dollar Amount of Japanese
Revolving Loans plus the Japanese Foreign Currency Reserve shall not exceed the
Aggregate Japanese Revolving Committed Amount, as reduced and (iii) partial
reductions shall be in minimum principal amounts of $5,000,000, and in integral
multiples of $1,000,000 in excess thereof.

         (b) Mandatory Reduction. The US Revolving Commitment, the Japanese
Revolving Commitment, the LOC Commitment and the Swingline Commitment shall
automatically terminate on the Maturity Date.

         2.10     Fees.
                  ----

         (a)      Commitment Fees.

                  (i) In consideration of the US Revolving Commitments, the
         Company agrees to pay to the Administrative Agent for the ratable
         benefit of the US Lenders holding US Revolving Commitments a commitment
         fee (the "US Commitment Fee") in an amount equal to the Applicable
         Percentage per annum times the average daily unused Dollar Amount
         (determined as of the most recent Revaluation Date) of the Aggregate US
         Revolving Committed Amount. For purposes of computation of the US
         Commitment Fee, LOC Obligations and Swingline Loans shall be considered
         usage of the Aggregate US Revolving Committed Amount. The US Commitment
         Fee shall be payable quarterly in arrears on the 15th day following the
         last day of each calendar quarter for the prior calendar quarter,
         commencing with the first such date to occur after the Closing Date,
         and on the Maturity Date (and, if applicable, thereafter on demand).
         The US Commitment Fee shall be calculated quarterly in arrears, and if
         there is any change in the Applicable Percentage during any quarter,
         the actual daily amount shall be computed and multiplied by the
         Applicable Percentage separately for each period during such quarter
         that such Applicable Percentage was in effect.

                  (ii) In consideration of the Japanese Revolving Commitments,
         the Company agrees to pay to the Administrative Agent for the ratable
         benefit of the Japanese Lenders holding Japanese Revolving Commitments
         a commitment fee (the "Japanese Commitment Fee") in an amount equal to
         the Applicable Percentage per annum times the average daily unused
         Dollar Amount (determined as of the most recent Revaluation Date) of
         the Aggregate Japanese Revolving Committed Amount. The Japanese
         Commitment Fee shall be payable quarterly in arrears on the 15th day
         following the last day of each calendar quarter for the prior calendar
         quarter, commencing with the first such date to occur after the Closing
         Date, and on the Maturity Date (and, if applicable, thereafter on
         demand). The Japanese Commitment Fee shall be calculated quarterly in
         arrears, and if there is any change in the Applicable Percentage during
         any quarter, the actual daily amount shall be computed and multiplied
         by the Applicable Percentage separately for each period during such
         quarter that such Applicable Percentage was in effect.

         (b) Letter of Credit Fee. In consideration of the LOC Commitments, the
Company agrees to pay to the Issuing Lender a fee (the "Letter of Credit Fee")
equal to the Applicable Percentage per annum on the average daily maximum amount
available to be drawn under each Letter of Credit from the date of issuance to
the date of expiration. The Issuing Lender shall promptly pay over to the
Administrative Agent for the ratable benefit of the US Lenders (including the
Issuing Lender) the Letter of Credit Fee. The Letter of Credit Fee shall be
payable quarterly in arrears on the 15th day following the last day of each
calendar quarter for the prior calendar quarter.

         (c) Issuing Lender Fees. In addition to the Letter of Credit Fees
payable pursuant to subsection (b) above, the Company shall pay to the Issuing
Lender for its own account without sharing by the other Lenders (i) a fronting
fee of one-eighth of one percent (0.125%) per annum on the average daily maximum
amount available to be drawn under each such Letter of Credit issued by it, such
fee to be paid on the 15th day following the last day of the calendar quarter in
which such Letter of Credit is issued and (ii) the reasonable and customary
charges from time to time of the Issuing Lender with respect to the amendment,
transfer, administration, cancellation and conversion of, and drawings under,
such Letters of Credit (collectively, the "Issuing Lender Fees").

         (d) Administrative Agent's Fee. The Company agrees to pay to the
Administrative Agent the annual administrative agent fee as described in the Fee
Letter.

         2.11     Computation of Interest and Fees.

         (a) Interest payable hereunder with respect to Alternate Base Rate
Loans based on the Prime Rate and Foreign Currency Loans denominated in British
Pounds Sterling shall be calculated on the basis of a year of 365 days (or 366
days, as applicable) for the actual days elapsed. All other fees, interest and
all other amounts payable hereunder shall be calculated on the basis of a 360
day year for the actual days elapsed. The Administrative Agent shall as soon as
practicable notify the Company and the Lenders of each determination of a LIBOR
Rate on the Business Day of the determination thereof. Any change in the
interest rate on a Loan resulting from a change in the Alternate Base Rate shall
become effective as of the opening of business on the day on which such change
in the Alternate Base Rate shall become effective. The Administrative Agent
shall as soon as practicable notify the Company and the Lenders of the effective
date and the amount of each such change.

         (b) Each determination of an interest rate by the Administrative Agent
pursuant to any provision of this Credit Agreement shall be conclusive and
binding on the Company and the Lenders in the absence of manifest error. The
Administrative Agent shall, at the request of the Company, deliver to the
Company a statement showing the computations used by the Administrative Agent in
determining any interest rate.

         2.12     Pro Rata Treatment and Payments.

         (a) Each borrowing of Loans and any reduction of the Commitments shall
be made pro rata according to the respective Commitment Percentages of the
Lenders. Each payment under this Credit Agreement or any Note shall be applied
(i) first, to any Fees then due and owing, (ii) second, to interest then due and
owing in respect of the Notes and (iii) third, to principal then due and owing
hereunder and under the Notes. Each payment on account of the Commitment Fees or
the Letter of Credit Fees shall be made pro rata in accordance with the
respective amounts due and owing. Each payment (other than voluntary repayments
and mandatory prepayments) by the Borrowers on account of principal of and
interest on the Loans shall be made pro rata according to the respective amounts
due and owing hereunder in the currency in which such amount is denominated and
in such funds as are customary at the place and time of payment for the
settlement of international payments in such currency. Without limiting the
terms of the preceding sentence, accrued interest on any Loans denominated in a
Foreign Currency shall be payable in the same Foreign Currency as such Loan.
Each voluntary repayment and mandatory prepayment on account of principal of the
Loans shall be applied in accordance with Section 2.8. All payments (including
prepayments) to be made by the Borrowers on account of principal, interest and
fees shall be made without defense, set-off or counterclaim (except as provided
in Section 2.18(b)) and shall be made to the Administrative Agent for the
account of the Lenders at the Administrative Agent's office specified in Section
10.2 in immediately available funds and (A) in the case of Loans or other
amounts denominated in Dollars, shall be made in Dollars not later than 1:00
P.M. on the date when due and (B) in the case of Loans or other amounts
denominated in a Foreign Currency, shall be made in such Foreign Currency not
later than the Applicable Time specified by the Administrative Agent on the date
when due. The Administrative Agent shall distribute such payments to the Lenders
entitled thereto promptly upon receipt in like funds as received. If any payment
hereunder (other than payments on the LIBOR Rate Loans) becomes due and payable
on a day other than a Business Day, such payment shall be extended to the next
succeeding Business Day, and, with respect to payments of principal, interest
thereon shall be payable at the then applicable rate during such extension. If
any payment on a LIBOR Rate Loan becomes due and payable on a day other than a
Business Day, the maturity thereof shall be extended to the next succeeding
Business Day unless the result of such extension would be to extend such payment
into another calendar month, in which event such payment shall be made on the
immediately preceding Business Day.

         (b) Allocation of Payments After Event of Default. Notwithstanding any
other provision of this Credit Agreement to the contrary, after the occurrence
and during the continuance of an Event of Default, all amounts collected or
received by the Administrative Agent or any Lender on account of the Credit
Party Obligations or any other amounts outstanding under any of the Credit
Documents shall be paid over or delivered as follows:

               FIRST, to the payment of all reasonable out-of-pocket costs
         and expenses (including without limitation reasonable attorneys' fees)
         of the Administrative Agent in connection with enforcing the rights of
         the Lenders under the Credit Documents;

               SECOND, to payment of any fees owed to the Administrative Agent;

               THIRD, to the payment of all reasonable out-of-pocket costs
         and expenses (including without limitation, reasonable attorneys' fees)
         of each of the Lenders in connection with enforcing its rights under
         the Credit Documents or otherwise with respect to the Credit Party
         Obligations owing to such Lender;

               FOURTH, to the payment of all of the Credit Party Obligations
         consisting of accrued fees and interest (including, without limitation,
         accrued fees and interest arising under any Hedging Agreement with a
         Hedging Agreement Provider);

               FIFTH, to the payment of the outstanding principal amount of
         the Credit Party Obligations (including, without limitation, the
         payment or cash collateralization of the outstanding LOC Obligations,
         and including with respect to any Hedging Agreement with a Hedging
         Agreement Provider, any breakage, termination or other payments due
         under such Hedging Agreement with a Hedging Agreement Provider and any
         interest accrued thereon);

               SIXTH, to all other Credit Party Obligations and other
         obligations which shall have become due and payable under the Credit
         Documents or otherwise and not repaid pursuant to clauses "FIRST"
         through "FIFTH" above; and

               SEVENTH, to the payment of the surplus, if any, to whoever may
         be lawfully entitled to receive such surplus.

         In carrying out the foregoing, (i) amounts received shall be applied in
         the numerical order provided until exhausted prior to application to
         the next succeeding category and (ii) each of the Lenders and/or
         Hedging Agreement Providers shall receive an amount equal to its pro
         rata share (based on the proportion that the then outstanding Loans and
         LOC Obligations held by such Lender or the outstanding obligations
         payable to such Hedging Agreement Provider bears to the aggregate then
         outstanding Loans, LOC Obligations and obligations payable under all
         Hedging Agreements with a Hedging Agreement Provider) of amounts
         available to be applied pursuant to clauses "THIRD", "FOURTH", "FIFTH"
         and "SIXTH" above.

         2.13     Non-Receipt of Funds by the Administrative Agent.
                  ------------------------------------------------

         (a) Unless the Administrative Agent shall have been notified in writing
by a Lender prior to the date a Loan is to be made by such Lender (which notice
shall be effective upon receipt) that such Lender does not intend to make the
proceeds of such Loan available to the Administrative Agent, the Administrative
Agent may assume that such Lender has made such proceeds available to the
Administrative Agent on such date, and the Administrative Agent may in reliance
upon such assumption (but shall not be required to) make available to the
applicable Borrower a corresponding amount. If such corresponding amount is not
in fact made available to the Administrative Agent, the Administrative Agent
shall be able to recover such corresponding amount from such Lender. If such
Lender does not pay such corresponding amount forthwith upon the Administrative
Agent's demand therefor, the Administrative Agent will promptly notify the
Company, and the Borrowers shall immediately pay such corresponding amount to
the Administrative Agent. The Administrative Agent shall also be entitled to
recover from the Lender or the Borrowers, as the case may be, interest on such
corresponding amount in respect of each day from the date such corresponding
amount was made available by the Administrative Agent to the applicable Borrower
to the date such corresponding amount is recovered by the Administrative Agent
at a per annum rate equal to (i) from the applicable Borrower at the applicable
rate for the applicable borrowing pursuant to the Notice of Borrowing and (ii)
from a Lender at the Federal Funds Rate.

         (b) Unless the Administrative Agent shall have been notified in writing
by the Company, prior to the date on which any payment is due from a Borrower
hereunder (which notice shall be effective upon receipt) that such Borrower does
not intend to make such payment, the Administrative Agent may assume that such
Borrower has made such payment when due, and the Administrative Agent may in
reliance upon such assumption (but shall not be required to) make available to
each Lender on such payment date an amount equal to the portion of such assumed
payment to which such Lender is entitled hereunder, and if such Borrower has not
in fact made such payment to the Administrative Agent, such Lender shall, on
demand, repay to the Administrative Agent the amount made available to such
Lender. If such amount is repaid to the Administrative Agent on a date after the
date such amount was made available to such Lender, such Lender shall pay to the
Administrative Agent on demand interest on such amount in respect of each day
from the date such amount was made available by the Administrative Agent at a
per annum rate equal to, if repaid to the Administrative Agent within two (2)
days from the date such amount was made available by the Administrative Agent,
the Federal Funds Rate and thereafter at a rate equal to the Alternate Base
Rate.

         (c) A certificate of the Administrative Agent submitted to the Company
or any Lender with respect to any amount owing under this Section 2.13 shall be
conclusive in the absence of manifest error.

         2.14     Inability to Determine Interest Rate.

         Notwithstanding any other provision of this Credit Agreement, if (a)
the Administrative Agent shall reasonably determine (which determination shall
be conclusive and binding absent manifest error) that, by reason of
circumstances affecting the relevant market, reasonable and adequate means do
not exist for ascertaining LIBOR for such Interest Period, or (b) the Required
Lenders shall reasonably determine (which determination shall be conclusive and
binding absent manifest error) that the LIBOR Rate does not adequately and
fairly reflect the cost to such Lenders of funding LIBOR Rate Loans that the
Company has requested be outstanding as a LIBOR tranche during such Interest
Period, the Administrative Agent shall forthwith give telephone notice of such
determination, confirmed in writing, to the Company, and the Lenders at least
two Business Days prior to the first day of such Interest Period. If such notice
is given (a) no Foreign Currency Loans may be made, (b) any affected LIBOR Rate
Loans requested to be made on the first day of such Interest Period shall be
made, at the sole option of the Company, in Dollars as Alternate Base Rate Loans
or such request shall be cancelled and (c) any affected Loans that were to have
been converted on the first day of such Interest Period to or continued as LIBOR
Rate Loans shall be converted to or continued, at the sole option of the
Company, in Dollars as Alternate Base Rate Loans or such request shall be
cancelled. Until any such notice has been withdrawn by the Administrative Agent,
no further Loans shall be made as, continued as, or converted into, LIBOR Rate
Loans for the Interest Periods so affected.

         2.15     Illegality.

         (a) Notwithstanding any other provision of this Credit Agreement, if
(i) the adoption of or any change in any Requirement of Law or in the
interpretation or application thereof by the relevant Governmental Authority to
any Lender shall make it unlawful for such Lender or its LIBOR Lending Office to
make or maintain LIBOR Rate Loans as contemplated by this Credit Agreement or to
obtain in the interbank eurodollar market through its LIBOR Lending Office the
funds with which to make such Loans, or (ii) there shall have occurred any
change in national or international financial, political or economic conditions
(including the imposition of or any change in exchange controls) or currency
exchange rates which would make it unlawful or impossible for any Lender to make
Loans denominated in any Foreign Currency to any Borrower, as contemplated by
this Credit Agreement, then such Lender shall be an "Affected Lender" and by
written notice to the Company and to the Administrative Agent:

                           (i) such Lender may declare that LIBOR Rate Loans (in
                  the affected currency or currencies) will not thereafter (for
                  the duration of such unlawfulness or impossibility) be made by
                  such Lender hereunder, whereupon any request for a LIBOR Rate
                  Loan (in the affected currency or currencies) shall, as to
                  such Lender only (A) if such Loan is not a Foreign Currency
                  Loan, be deemed a request for a Alternate Base Rate Loan
                  (unless it should also be illegal for the Affected Lender to
                  provide an Alternate Base Rate Loan, in which case such Loan
                  shall bear interest at a commensurate rate to be agreed upon
                  by the Administrative Agent and the Affected Lender, and so
                  long as no Event of Default shall have occurred and be
                  continuing, the Company), unless such declaration shall be
                  subsequently withdrawn and (B) if such Loan is a Foreign
                  Currency Loan, be deemed to have been withdrawn; and

                           (ii) such Lender may require that all outstanding
                  LIBOR Rate Loans or Foreign Currency Loans (in the affected
                  currency or currencies), as the case may be, made by it be (A)
                  if such Loans are not Foreign Currency Loans, converted to
                  Alternate Base Rate Loans, in which event all such LIBOR Rate
                  Loans shall be automatically converted to Alternate Base Rate
                  Loans as of the effective date of such notice as provided in
                  paragraph (b) below or (B) if such Loans are Foreign Currency
                  Loans, repaid immediately, in which event all such Foreign
                  Currency Loans (in the affected currency or currencies) shall
                  be required to be repaid in full by the applicable Borrower as
                  of the effective date of such notice as provided in paragraph
                  (b) below.

         In the event any Lender shall exercise its rights under (i) or (ii)
         above with respect to any Loans which are not Foreign Currency Loans,
         all payments and prepayments of principal which would otherwise have
         been applied to repay the LIBOR Rate Loans that would have been made by
         such Lender or the converted LIBOR Rate Loans of such Lender shall
         instead be applied to repay the Alternate Base Rate Loans made by such
         Lender in lieu of, or resulting from the conversion, of such LIBOR Rate
         Loans.

         (b) For purposes of this Section 2.15, a notice to the Company by any
Lender shall be effective as to each such Loan, if lawful, on the last day of
the Interest Period currently applicable to such Loan; in all other cases such
notice shall be effective on the date of receipt by the Company.

         2.16     Requirements of Law.

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

                  (i) shall subject such Lender to any tax of any kind
         whatsoever with respect to any LIBOR Rate Loan made by it, or change
         the basis of taxation of payments to such Lender in respect thereof
         (except for changes in the rate of tax on the overall net income of
         such Lender);

                  (ii) shall impose, modify or hold applicable any reserve,
         special deposit, compulsory loan or similar requirement against assets
         held by, deposits or other liabilities in or for the account of,
         advances, loans or other extensions of credit by, or any other
         acquisition of funds by, any office of such Lender which is not
         otherwise included in the determination of the LIBOR Rate hereunder; or

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

and the result of any of the foregoing is to increase the cost to such Lender of
making or maintaining LIBOR Rate Loans or to reduce any amount receivable
hereunder or under any Note, then, in any such case, the Borrowers shall
promptly pay such Lender, upon its demand, any additional amounts necessary to
compensate such Lender for such additional cost or reduced amount receivable
which such Lender reasonably deems to be material as determined by such Lender
with respect to its LIBOR Rate Loans. A certificate as to any additional amounts
payable pursuant to this Section submitted by such Lender, through the
Administrative Agent, to the Company shall be conclusive in the absence of
manifest error. Each Lender agrees to use reasonable efforts (including
reasonable efforts to change its LIBOR Lending Office, as the case may be) to
avoid or to minimize any amounts which might otherwise be payable pursuant to
this paragraph of this Section; provided, however, that such efforts shall not
cause the imposition on such Lender of any additional costs or legal or
regulatory burdens deemed by such Lender in its sole discretion to be material.

         (b) If any Lender shall have reasonably determined that the adoption of
or any change in any Requirement of Law regarding capital adequacy or in the
interpretation or application thereof or compliance by such Lender or any
corporation controlling such Lender with any request or directive regarding
capital adequacy (whether or not having the force of law) from any central bank
or Governmental Authority made subsequent to the date hereof does or shall have
the effect of reducing the rate of return on such Lender's or such corporation's
capital as a consequence of its obligations hereunder to a level below that
which such Lender or such corporation could have achieved but for such adoption,
change or compliance (taking into consideration such Lender's or such
corporation's policies with respect to capital adequacy) by an amount reasonably
deemed by such Lender in its sole discretion to be material, then from time to
time, within fifteen (15) days after demand by such Lender, the Borrowers shall
pay to such Lender such additional amount as shall be certified by such Lender
as being required to compensate it for such reduction. Such a certificate as to
any additional amounts payable under this Section submitted by a Lender (which
certificate shall include a description of the basis for the computation),
through the Administrative Agent, to the Company shall be conclusive absent
manifest error.

         (c) The agreements in this Section 2.16 shall survive the termination
of this Credit Agreement and payment of the Notes and all other amounts payable
hereunder.

         2.17     Indemnity.

         The Company hereby agrees to indemnify each Lender and to hold such
Lender harmless from any funding loss or expense which such Lender may sustain
or incur as a consequence of (a) default by any Borrower in payment of the
principal amount of or interest on any Loan by such Lender in accordance with
the terms hereof, (b) default by any Borrower in accepting a borrowing after the
Company has given a notice in accordance with the terms hereof, (c) default by
any Borrower in making any repayment after the Company has given a notice in
accordance with the terms hereof, and/or (d) the making by any Borrower of a
repayment or prepayment of a Loan, or the conversion thereof, on a day which is
not the last day of the Interest Period with respect thereto, in each case
including, but not limited to, any such loss or expense arising from interest or
fees payable by such Lender to lenders of funds obtained by it in order to
maintain its Loans hereunder. A certificate as to any additional amounts payable
pursuant to this Section submitted by any Lender, through the Administrative
Agent, to the Company (which certificate must be delivered to the Company within
thirty (30) days following such default, prepayment or conversion) shall be
conclusive in the absence of manifest error. The agreements in this Section 2.17
shall survive termination of this Credit Agreement and payment of the Notes and
all other amounts payable hereunder.

         2.18     Taxes.


         (a) All payments made by any Borrower hereunder or under any Note will
be, except as provided in Section 2.18(b), made free and clear of, and without
deduction or withholding for, any present or future taxes, levies, imposts,
duties, fees, assessments or other charges of whatever nature now or hereafter
imposed by any Governmental Authority or by any political subdivision or taxing
authority thereof or therein with respect to such payments (but excluding any
tax imposed on or measured by the net income or profits of a Lender pursuant to
the laws of the jurisdiction in which it is organized or the jurisdiction in
which the principal office or applicable lending office of such Lender is
located or any subdivision thereof or therein) and all interest, penalties or
similar liabilities with respect thereto (all such non-excluded taxes, levies,
imposts, duties, fees, assessments or other charges being referred to
collectively as "Taxes"). If any Taxes are so levied or imposed, the Borrowers
agree to pay the full amount of such Taxes, and such additional amounts as may
be necessary so that every payment of all amounts due under this Credit
Agreement or under any Note, after withholding or deduction for or on account of
any Taxes, will not be less than the amount provided for herein or in such Note.
The Company will furnish to the Administrative Agent as soon as practicable
after the date the payment of any Taxes is due pursuant to applicable law
certified copies (to the extent reasonably available and required by law) of tax
receipts evidencing such payment by the applicable Borrower. The Borrowers agree
to indemnify and hold harmless each Lender, and reimburse such Lender upon its
written request, for the amount of any Taxes so levied or imposed and paid by
such Lender.

         (b) Each Lender that is not a United States person (as such term is
defined in Section 7701(a)(30) of the Code) agrees to deliver to the Company and
the Administrative Agent on or prior to the Closing Date, or in the case of a
Lender that is an assignee or transferee of an interest under this Credit
Agreement pursuant to Section 10.6 (unless the respective Lender was already a
Lender hereunder immediately prior to such assignment or transfer), on the date
of such assignment or transfer to such Lender, (i) if the Lender is a "bank"
within the meaning of Section 881(c)(3)(A) of the Code, two accurate and
complete original signed copies of Internal Revenue Service Form W-8BEN or
W-8ECI (or successor forms) certifying such Lender's entitlement to a complete
exemption from United States withholding tax with respect to payments to be made
under this Credit Agreement and under any Note, or (ii) if the Lender is not a
"bank" within the meaning of Section 881(c)(3)(A) of the Code, either Internal
Revenue Service Form W-8BEN or W-8ECI as set forth in clause (i) above, or (x) a
certificate substantially in the form of Schedule 2.18 (any such certificate, a
"2.18 Certificate") and (y) two accurate and complete original signed copies of
Internal Revenue Service Form W-8 (or successor form) certifying such Lender's
entitlement to an exemption from United States withholding tax with respect to
payments of interest to be made under this Credit Agreement and under any Note.
In addition, each Lender agrees that it will deliver upon the Company's request
updated versions of the foregoing, as applicable, whenever the previous
certification has become obsolete or inaccurate in any material respect,
together with such other forms as may be required in order to confirm or
establish the entitlement of such Lender to a continued exemption from or
reduction in United States withholding tax with respect to payments under this
Credit Agreement and any Note. Notwithstanding anything to the contrary
contained in Section 2.18(a), but subject to the immediately succeeding
sentence, (x) the Borrowers shall be entitled, to the extent required to do so
by law, to deduct or withhold Taxes imposed by the United States (or any
political subdivision or taxing authority thereof or therein) from interest,
fees or other amounts payable hereunder for the account of any Lender which is
not a United States person (as such term is defined in Section 7701(a)(30) of
the Code) for U.S. Federal income tax purposes to the extent that such Lender
has not provided to the Company U.S. Internal Revenue Service Forms that
establish a complete exemption from such deduction or withholding and (y) the
Borrowers shall not be obligated pursuant to Section 2.18(a) hereof to gross-up
payments to be made to a Lender in respect of Taxes imposed by the United States
if (I) such Lender has not provided to the Company the Internal Revenue Service
Forms required to be provided to the Company pursuant to this Section 2.18(b) or
(II) in the case of a payment, other than interest, to a Lender described in
clause (ii) above, to the extent that such Forms do not establish a complete
exemption from withholding of such Taxes. Notwithstanding anything to the
contrary contained in the preceding sentence or elsewhere in this Section 2.18,
the Borrowers agree to pay additional amounts and to indemnify each Lender in
the manner set forth in Section 2.18(a) (without regard to the identity of the
jurisdiction requiring the deduction or withholding) in respect of any amounts
deducted or withheld by it as described in the immediately preceding sentence as
a result of any changes after the Closing Date in any applicable law, treaty,
governmental rule, regulation, guideline or order, or in the interpretation
thereof, relating to the deducting or withholding of Taxes.

         Without limiting the obligations of the Lenders set forth above
regarding delivery of certain forms and documents to establish each Lender's
status for U.S. withholding tax purposes, each Lender agrees promptly to deliver
to the Administrative Agent or the Company, as the Administrative Agent or the
Company shall reasonably request, on or prior to the Closing Date, and in a
timely fashion thereafter, such other documents and forms required by any
relevant taxing authorities under the Requirements of Law of any other
jurisdiction, duly executed and completed by such Lender, as are required under
such Requirements of Law and which such Lender is able to lawfully complete and
deliver, to confirm such Lender's entitlement to any available exemption from,
or reduction of, applicable withholding taxes in respect of all payments to be
made to such Lender outside of the U.S. by the Borrowers pursuant to this
Agreement or otherwise to establish such Lender's status for withholding tax
purposes in such other jurisdiction. Each Lender shall promptly (i) notify the
Administrative Agent of any change in circumstances which would modify or render
invalid any such claimed exemption or reduction, and (ii) take such steps as
shall not be materially disadvantageous to it, in the sole judgment of such
Lender, and as may be reasonably necessary (including the re-designation of its
LIBOR Lending Office) to avoid any requirement of applicable Requirements of Law
of any such jurisdiction that any Borrower make any deduction or withholding for
taxes from amounts payable to such Lender. Additionally, each of the Borrowers
shall promptly deliver to the Administrative Agent or any Lender, as the
Administrative Agent or such Lender shall reasonably request, on or prior to the
Closing Date, and in a timely fashion thereafter, such documents and forms
required by any relevant taxing authorities under the Requirements of Law of any
jurisdiction, duly executed and completed by such Borrower, as are required to
be furnished by such Lender or the Administrative Agent under such Requirements
of Law in connection with any payment by the Administrative Agent or any Lender
of Taxes or other Taxes, or otherwise in connection with the Credit Documents,
with respect to such jurisdiction.

         (c) Each Lender agrees to use reasonable efforts (including reasonable
efforts to change its LIBOR Lending Office, as the case may be) to avoid or to
minimize any amounts which might otherwise be payable pursuant to this Section;
provided, however, that such efforts shall not cause the imposition on such
Lender of any additional costs or legal or regulatory burdens deemed by such
Lender in its sole discretion to be material. For the avoidance of doubt, each
Lender lending to the Japanese Borrower shall use commercially reasonable
efforts to lend such funds through a lending office located in Japan, the United
States or such other jurisdiction which would minimize any amounts which might
otherwise be payable pursuant to this Section.

         (d) If any Borrower pays any additional amount pursuant to this Section
2.18 with respect to a Lender, such Lender shall use reasonable efforts to
obtain a refund of tax or credit against its tax liabilities on account of such
payment; provided that such Lender shall have no obligation to use such
reasonable efforts if either (i) it is in an excess foreign tax credit position
or (ii) it believes in good faith, in its sole discretion, that claiming a
refund or credit would cause adverse tax consequences to it. In the event that
such Lender receives such a refund or credit, such Lender shall pay to the
applicable Borrower an amount that such Lender reasonably determines is equal to
the net tax benefit obtained by such Lender as a result of such payment by the
applicable Borrower. In the event that no refund or credit is obtained with
respect to the applicable Borrower's payments to such Lender pursuant to this
Section 2.18, then such Lender shall upon request provide a certification that
such Lender has not received a refund or credit for such payments. Nothing
contained in this Section 2.18 shall require a Lender to disclose or detail the
basis of its calculation of the amount of any tax benefit or any other amount or
the basis of its determination referred to in the proviso to the first sentence
of this Section 2.18 to any Borrower or any other party.

         (e) The agreements in this Section 2.18 shall survive the termination
of this Credit Agreement and the payment of the Notes and all other amounts
payable hereunder.

         2.19     Indemnification; Nature of Issuing Lender's Duties.


         (a) In addition to its other obligations under Section 2.4, the Company
hereby agrees to protect, indemnify, pay and hold the Issuing Lender harmless
from and against any and all claims, demands, liabilities, damages, losses,
costs, charges and expenses (including reasonable attorneys' fees) that the
Issuing Lender may incur or be subject to as a consequence, direct or indirect,
of (i) the issuance of any Letter of Credit, except to the extent resulting from
the gross negligence, bad faith or willful misconduct of the Issuing Lender or
(ii) the failure of the Issuing Lender to honor a drawing under a Letter of
Credit as a result of any act or omission, whether rightful or wrongful, of any
present or future de jure or de facto government or governmental authority (all
such acts or omissions, herein called "Government Acts").

         (b) As between the Company and the Issuing Lender, the Company shall
assume all risks of the acts, omissions or misuse of any Letter of Credit by the
beneficiary thereof. The Issuing Lender shall not be responsible for: (i) the
form, validity, sufficiency, accuracy, genuineness or legal effect of any
document submitted by any party in connection with the application for and
issuance of any Letter of Credit, even if it should in fact prove to be in any
or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii)
the validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign any Letter of Credit or the rights or benefits
thereunder or proceeds thereof, in whole or in part, that may prove to be
invalid or ineffective for any reason; (iii) failure of the beneficiary of a
Letter of Credit to comply fully with conditions required in order to draw upon
a Letter of Credit; (iv) errors, omissions, interruptions or delays in
transmission or delivery of any messages, by mail, cable, telegraph, telex or
otherwise, whether or not they be in cipher; (v) errors in interpretation of
technical terms; (vi) any loss or delay in the transmission or otherwise of any
document required in order to make a drawing under a Letter of Credit or of the
proceeds thereof; and (vii) any consequences arising from causes beyond the
control of the Issuing Lender, including, without limitation, any Government
Acts. None of the above shall affect, impair, or prevent the vesting of the
Issuing Lender's rights or powers hereunder.

         (c) In furtherance and extension and not in limitation of the specific
provisions hereinabove set forth, any action taken or omitted by the Issuing
Lender, under or in connection with any Letter of Credit or the related
certificates, if taken or omitted in good faith, shall not put such Issuing
Lender under any resulting liability to the Company or any other Borrower. It is
the intention of the parties that this Credit Agreement shall be construed and
applied to protect and indemnify the Issuing Lender against any and all risks
involved in the issuance of the Letters of Credit, all of which risks are hereby
assumed by the Company, including, without limitation, any and all risks of the
acts or omissions, whether rightful or wrongful, of any Government Authority.
The Issuing Lender shall not, in any way, be liable for any failure by the
Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a
result of any Government Acts or any other cause beyond the control of the
Issuing Lender.

         (d) Nothing in this Section 2.19 is intended to limit the reimbursement
obligation of the Company contained in Section 2.4 hereof. The obligations of
the Company under this Section 2.19 shall survive the termination of this Credit
Agreement. No act or omissions of any current or prior beneficiary of a Letter
of Credit shall in any way affect or impair the rights of the Issuing Lender to
enforce any right, power or benefit under this Credit Agreement.

         (e) Notwithstanding anything to the contrary contained in this Section
2.19, the Company shall have no obligation to indemnify any Issuing Lender in
respect of any liability incurred by such Issuing Lender arising out of the
gross negligence, bad faith or willful misconduct of the Issuing Lender, as
determined by a court of competent jurisdiction.

         2.20     Replacement of Lenders.

         The Company shall be permitted to replace with a financial institution
acceptable to the Administrative Agent any Lender (other than Wachovia Bank,
National Association) that (a) requests reimbursement for amounts owing pursuant
to 2.15, 2.16 or 2.18(a) or (b) is then in default of its obligation to make
Loans hereunder; provided that (i) such replacement does not conflict with any
Requirement of Law, (ii) no Event of Default shall have occurred and be
continuing at the time of such replacement, (iii) prior to any such replacement,
such Lender shall have taken no action under Section 2.15, 2.16(a) or 2.18(c),
as applicable, so as to eliminate the continued need for payment of amounts
owing pursuant to Section 2.15, 2.16 or 2.18(a), (iv) the replacement financial
institution shall purchase, at par, all Loans and other amounts owing to such
replaced Lender on or prior to the date of replacement, (v) the Company shall be
liable to such replaced Lender under Section 2.17 if any LIBOR Loan owing to
such replaced Lender shall be purchased other than on the last day of the
Interest Period relating thereto, (vi) the replacement financial institution, if
not already a Lender, shall be reasonably satisfactory to the Administrative
Agent, (vii) the replaced Lender shall be obligated to make such replacement in
accordance with the provisions of Section 10.6 (provided that the Company shall
be obligated to pay the registration and processing fee referred to therein),
(viii) until such time as such replacement shall be consummated, the Company
shall pay all additional amounts (if any) required pursuant to Section 2.15,
2.16 or 2.18(a), as the case may be, and (ix) any such replacement shall not be
deemed to be a waiver of any rights that the Company, the Administrative Agent
or any other Lender shall have against the replaced Lender. In the event any
replaced Lender fails to execute the agreements required under Section 10.6 in
connection with an assignment pursuant to this Section 2.20, the Company may,
upon two (2) Business Days' prior notice to such replaced Lender, execute such
agreements on behalf of such replaced Lender. A Lender shall not be required to
be replaced if, prior thereto, as a result of a waiver by such Lender or
otherwise, the circumstances entitling the Company to require such replacement
cease to apply.

         2.21     Additional Foreign Borrowers.

         The Company may request that any of its Foreign Subsidiaries (each, an
"Applicant Foreign Borrower") be designated a Foreign Borrower by delivery of a
written request to the Administrative Agent, together with an executed copy of a
Foreign Borrower Joinder Agreement. The Administrative Agent will promptly
notify the Lenders of any such request and will provide the Lenders with a copy
of such Foreign Borrower Joinder Agreement. Designation of any Applicant Foreign
Borrower as a Foreign Borrower is subject to (a) if such Applicant Foreign
Borrower is an Agent Approval Entity, the prior written consent of the
Administrative Agent and such other requirements as the Administrative Agent may
deem appropriate or, if such Applicant Foreign Borrower is a Required Lender
Approval Entity, the prior written consent of the Required Lenders and such
other requirements as the Required Lenders may deem appropriate, including,
without limitation, guaranties of one or more Foreign Subsidiaries, (b) delivery
of each executed promissory note as may be requested by any US Lender in
connection therewith, (c) delivery of supporting resolutions, articles of
incorporation and bylaws (or their equivalents), incumbency certificates,
opinions of counsel and such other items as the Administrative Agent or the
Required Lenders, as applicable, may request, (d) if such Applicant Foreign
Borrower is an Agent Approval Entity, delivery of a Foreign Guaranty executed by
such Foreign Borrower in form and substance satisfactory to the Administrative
Agent pursuant to Section 5.8(c) hereof, and (e) if such Applicant Foreign
Borrower would be the first Foreign Subsidiary to be designated a Foreign
Borrower after the Closing Date, delivery of (i) each item, if any, required to
be delivered by the terms of Section 5.8 with respect to each Foreign Subsidiary
exceeding the Foreign Threshold Amount and (ii) a Foreign Guaranty executed by
the Japanese Borrower. The designation of an Applicant Foreign Borrower as a
Foreign Borrower shall be effective ten Business Days after the last to occur of
(A) receipt by the Administrative Agent of the consent of the Required Lenders
and (B) receipt by the Administrative Agent of each of the items required
pursuant to clauses (b) through (e) herein. Such Applicant Foreign Borrower
shall thereupon become a Foreign Borrower and a Credit Party hereunder and shall
be (1) entitled to all rights and benefits of a Foreign Borrower hereunder and
under each of the Credit Documents and (2) subject to all obligations of a
Foreign Borrower hereunder and under the Credit Documents.

                                    SECTION 3
                         REPRESENTATIONS AND WARRANTIES

         To induce the Lenders to enter into this Credit Agreement and to make
Loans herein provided for, the Credit Parties hereby represent and warrant to
the Administrative Agent and to each Lender that:

         3.1      Existing Indebtedness.

         Schedule 3.1 sets forth a complete and correct list of all outstanding
Indebtedness of the Company and its Subsidiaries as of December 26, 2004, since
which date there has been no Material change in the amounts, interest rates,
sinking funds, installment payments or maturities of the Indebtedness of the
Company or its Subsidiaries. Neither the Company nor any Subsidiary is in
default and no waiver of default is currently in effect, in the payment of any
principal or interest on any Indebtedness of the Company or such Subsidiary and
no event or condition exists with respect to any Indebtedness of the Company or
any Subsidiary the outstanding principal amount of which exceeds $5,000,000 that
would permit (or that with notice or the lapse of time, or both, would permit)
one or more Persons to cause such Indebtedness to become due and payable before
its stated maturity or before its regularly scheduled dates of payment.

         3.2      Financial Statements.

         The Company has delivered to the Administrative Agent copies of the
financial statements of the Company and its Subsidiaries referenced in Section
4.1(g). All of said financial statements (including in each case the related
schedules and notes) fairly present in all material respects the consolidated
financial position of the Company and its Subsidiaries as of the respective
dates specified in such financial statements and the consolidated results of
their operations and cash flows for the respective periods so specified and have
been prepared in accordance with GAAP consistently applied throughout the
periods involved except as set forth in the notes thereto (subject, in the case
of any interim financial statements, to normal year-end adjustments).

         3.3      No Material Adverse Change.

         (a) As of the Closing Date, since December 28, 2003, there has been no
development or event which has had or would reasonably be expected to have a
Material Adverse Effect, except as disclosed in any of the following filings of
the Company with the Securities and Exchange Commission: Form 10-K/A filed on
May 21, 2004, Form 10-Q/A filed on May 13, 2004, Form 10-Q filed on August 5,
2004, Form 10-Q filed on November 5, 2004 or Form 8-K filed on December 16,
2004.

         (b) Since the date of the Company's most recent annual report on Form
10-K filed after the Closing Date with the Securities and Exchange Commission,
there has been no development or event which has had or would reasonably be
expected to have a Material Adverse Effect.

         3.4      Organization; Existence.

         Each of the Credit Parties is duly organized, validly existing and in
good standing under the laws of its jurisdiction of organization, and is duly
qualified as a foreign entity and is in good standing under the laws of each
jurisdiction in which such qualification is required by law, other than those
jurisdictions as to which the failure to be so qualified or in good standing
would not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect. Each of the Credit Parties has the corporate power and
authority to own or hold under lease the properties it purports to own or hold
under lease, to transact the business it transacts and proposes to transact, to
execute and deliver this Credit Agreement and the other Credit Documents and to
perform the provisions hereof and thereof.

         3.5      Authorization; Power; Enforceable Obligations.

         This Credit Agreement and the other Credit Documents have been duly
authorized by all necessary corporate action on the part of the Company and the
other Credit Parties, and this Credit Agreement constitutes, and upon execution
and delivery thereof each Note will constitute, a legal, valid and binding
obligation of the Company and the other Credit Parties enforceable against the
Company and any such Credit Party in accordance with its terms, except as such
enforceability may be limited by (i) applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the enforcement of
creditors' rights generally and (ii) general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law).

         3.6      Consent; Government Authorizations.

         No approval, consent or authorization of, filing with, notice to or
other act by or in respect of, any Governmental Authority or any other Person is
required in connection with acceptance of extensions of credit by the Company or
the making of the guaranties hereunder or with the execution, delivery or
performance of any Credit Documents by the other Credit Parties (other than
those which have been obtained) or with the validity or enforceability of any
Credit Document against the Credit Parties.

         3.7      No Material Litigation.

         (a) Except as set forth on Schedule 3.7 hereto, there are no actions,
suits or proceedings pending or, to the knowledge of the Company, threatened
against or affecting the Company or any Subsidiary or any property of the
Company or any Subsidiary in any court or before any arbitrator of any kind or
before or by any Governmental Authority that, individually or in the aggregate,
would reasonably be expected to have a Material Adverse Effect.

         (b) Neither the Company nor any Subsidiary is in default under any
order, judgment, decree or ruling of any court, arbitrator or Governmental
Authority or is in violation of any applicable law, ordinance, rule or
regulation (including without limitation Environmental Laws) of any Governmental
Authority, which default or violation, individually or in the aggregate, would
reasonably be expected to have a Material Adverse Effect.

         3.8      No Default.


         No Default or Event of Default has occurred and is continuing.

         3.9      Taxes.


         The Company and its Subsidiaries have filed all tax returns (federal,
state, local and foreign) that are required to have been filed in any
jurisdiction, and have paid all income taxes shown to be due and payable
(including interest and penalties) on such returns and all other taxes and
assessments payable by them, to the extent such taxes and assessments have
become due and payable and before they have become delinquent, except for any
taxes and assessments (a) the amount of which is not individually or in the
aggregate Material or (b) the amount, applicability or validity of which is
currently being contested in good faith by appropriate proceedings and with
respect to which the Company or a Subsidiary, as the case may be, has
established adequate reserves in accordance with GAAP (or, in the case of
Subsidiaries with significant operations outside of the United States of
America, generally accepted accounting principles in effect from time to time in
their respective jurisdictions of incorporation). None of the Credit Parties or
their respective Subsidiaries are aware, as of the Closing Date, of any proposed
tax assessments against it or any of its Subsidiaries which would reasonably be
expected to have a Material Adverse Effect. The Federal income tax liabilities
of the Company and its Subsidiaries have been determined by the Internal Revenue
Service and paid for all fiscal years up to and including the fiscal year ended
December 28, 2003.

         3.10     ERISA.

         (a) Each Credit Party and each ERISA Affiliate have operated and
administered each Plan in compliance with all applicable laws except for such
instances of noncompliance as have not resulted in and would not reasonably be
expected to result in a Material Adverse Effect. Neither any Credit Party nor
any ERISA Affiliate has incurred any liability pursuant to Title IV of ERISA or
the penalty or excise tax provisions of the Code relating to employee benefit
plans (as defined in Section 3 of ERISA) or for failure to comply with the
provisions of Title I of ERISA and no event, transaction or condition has
occurred or exists that would reasonably be expected to result in the incurrence
of any such liability by any Credit Party or any ERISA Affiliate, or in the
imposition of any Lien on any of the rights, properties or assets of any Credit
Party or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA
or to such penalty or to excise tax provisions including Section 401(a)(29) or
412 of the Code, other than such liabilities or Liens as would not be
individually or in the aggregate Material.

         (b) The present value of all "benefit liabilities" (as defined in
Section 4001(a)(16) of ERISA), whether or not vested, under all Single Employer
Plans, determined with respect to each Single Employer Plan as of the most
recent valuation date prior to the date on which this representation is made on
the basis of the actuarial assumptions specified for funding purposes in the
Single Employer Plan's most recent actuarial valuation report, did not exceed
the fair market value of the assets of the Single Employer Plans by more than
$500,000 in the aggregate for all such Plans.

         (c) Neither any Credit Party nor any ERISA Affiliate has incurred any
withdrawal liabilities under Section 4201 of ERISA or is subject to secondary
withdrawal liabilities under Section 4204 of ERISA with respect to any
Multiemployer Plan that individually or in the aggregate are Material. Neither
any Credit Party nor any ERISA Affiliate has received any notification that any
Multiemployer Plan is in Reorganization, Insolvency, or has been terminated
(within the meaning of Title IV of ERISA), and no Multiemployer Plan is
reasonably expected to be in Reorganization, Insolvency, or terminated.

         (d) The expected post-retirement benefit obligation (within the meaning
of Financial Accounting Standards Board Statement No. 106, without regard to
liabilities attributable to continuation coverage mandated by Section 4980B of
the Code) of the each Credit Party and its ERISA Affiliates is not Material.

         (e) The execution and delivery of this Credit Agreement and the other
Credit Documents hereunder will not involve any transaction that is subject to
the prohibitions of Section 406 of ERISA or in connection with which a tax could
be imposed pursuant to Section 4975(c)(1)(A)-(D) of the Code.

         3.11     Governmental Regulations, Etc.

         (a) No part of the proceeds of the Loans hereunder will be used,
directly or indirectly, for the purpose of purchasing or carrying any "margin
stock" within the meaning of Regulation U, or for the purpose of purchasing or
carrying or trading in any securities. If requested by any Lender or the
Administrative Agent, the Company will furnish to the Administrative Agent and
each Lender a statement to the foregoing effect in conformity with the
requirements of FR Form U-1 referred to in said Regulation U. No Indebtedness
being reduced or retired out of the proceeds of the Loans hereunder was or will
be incurred for the purpose of purchasing or carrying any margin stock within
the meaning of Regulation U or any "margin security" within the meaning of
Regulation T. "Margin stock" within the meaning of Regulation U does not
constitute more than 25% of the value of the Consolidated Assets of the Company
and its Subsidiaries. Neither the execution and delivery hereof by the Company,
nor the performance by it of any of the transactions contemplated by this Credit
Agreement (including, without limitation, the direct or indirect use of the
proceeds of the Loans) will violate or result in a violation of the Securities
Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, or
regulations issued pursuant thereto, or Regulation T, U or X.

         (b) The Company is not (i) an "investment company" registered or
required to be registered under the Investment Company Act of 1940, as amended,
and is not controlled by such a company, or (ii) a "holding company", or a
"subsidiary company" of a "holding company", or an "affiliate" of a "holding
company" or of a "subsidiary" of a "holding company", within the meaning of the
Public Utility Holding Company Act of 1935, as amended.

         (c) The use of the proceeds of the Loans hereunder will not violate the
Trading with the Enemy Act, as amended, or any of the foreign assets control
regulations of the United States Treasury Department (31 CFR, Subtitle B,
Chapter V, as amended) or any enabling legislation or executive order relating
thereto. Without limiting the foregoing, none of the Credit Parties is or will
(i) become a person whose property or interest in property are blocked pursuant
to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property
and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or
Support Terrorism (66 Fed. Reg. 49079 (2001)) or (ii) to the best of its
knowledge, engage in any dealings or transactions, or be associated with, any
such person.

         3.12     Subsidiaries.

         (a) Schedule 3.12 is (except as noted therein) a complete and correct
list of the Company's Subsidiaries, showing, as to each Subsidiary, the correct
name thereof, the jurisdiction of its organization, and the percentage of shares
of each class of its capital stock or similar equity interests outstanding owned
by the Company and each other Subsidiary.

         (b) All of the outstanding shares of capital stock or similar equity
interests of each Subsidiary shown in Schedule 3.12 as being owned by the
Company and its Subsidiaries have been validly issued, are fully paid and
nonassessable and are owned by the Company or another Subsidiary free and clear
of any Lien (except as otherwise disclosed in Schedule 3.12).

         (c) Each Subsidiary identified in Schedule 3.12 is a corporation or
other legal entity duly organized, validly existing and in good standing under
the laws of its jurisdiction of organization, and is duly qualified as a foreign
corporation or other legal entity and is in good standing in each jurisdiction
in which such qualification is required by law, other than those jurisdictions
as to which the failure to be so qualified or in good standing would not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. Each such Subsidiary has the corporate or other power and
authority to own or hold under lease the properties it purports to own or hold
under lease and to transact the business it transacts and proposes to transact.

         3.13     Use of Proceeds.

         The Extensions of Credit will be used solely (a) to refinance the
Existing Facility and certain other Indebtedness, (b) to pays fees and expenses
associated with this Credit Agreement and (c) to provide for the working capital
and general corporate requirements of the Company, including Permitted
Acquisitions.

         3.14     Contractual Obligations; Compliance with Laws; No Conflicts.


         The execution, delivery and performance by the Company and the other
Credit Parties, as applicable, of this Credit Agreement and the other Credit
Documents will not (a) contravene, result in any breach of, or constitute a
default under, or result in the creation of any Lien in respect of any property
of the Company or any Subsidiary under, any Material indenture, mortgage, deed
of trust, loan, purchase or credit agreement, lease, corporate charter or
by-laws, or any other Material agreement or instrument to which the Company or
any Subsidiary is bound or by which the Company or any Subsidiary or any of
their respective properties may be bound or affected, including, without
limitation, any Material Contract, (b) conflict with or result in a breach of
any of the terms, conditions or provisions of any order, judgment, decree, or
ruling of any court, arbitrator or Governmental Authority applicable to the
Company or any Subsidiary, (c) violate any Requirement of Law applicable to the
Company or any of its Subsidiaries (except those as to which waivers or consents
have been obtained) or (d) conflict with, result in a breach of or constitute a
default under (i) the articles of incorporation, bylaws or other organizational
documents of such Person, (ii) any Material indenture, agreement or other
instrument to which such Person is a party or by which any of its properties may
be bound or (iii) any approval of any Governmental Authority relating to such
Person.

         3.15     Accuracy and Completeness of Information.

         All factual information heretofore, contemporaneously or hereafter
furnished by or on behalf of the Company or any Credit Party in writing to the
Administrative Agent or any Lender for purposes of or in connection with this
Credit Agreement or any other Credit Document, or any transaction contemplated
hereby or thereby, is or will be true and accurate in all material respects as
of the date stated therein and not incomplete by omitting to state any material
fact necessary to make such information not misleading. There is no fact now
known to the Company or any Credit Party which has, or would reasonably be
expected to have, a Material Adverse Effect which fact has not been set forth
herein, in the financial statements of the Company furnished to the
Administrative Agent and/or the Lenders, or in any certificate, opinion or other
written statement made or furnished by the Company or any Credit Party to the
Administrative Agent and/or the Lenders.

         3.16     Environmental Matters.

         (a) Except where such violation or liability would not reasonably be
expected to have a Material Adverse Effect, the facilities and properties owned,
leased or operated by the any of the Credit Parties and their Subsidiaries (the
"Properties") do not contain any Materials of Environmental Concern in amounts
or concentrations which (i) constitute a violation of, or (ii) have resulted in
liability under, any Environmental Law.

         (b) Except where such violation would not reasonably be expected to
have a Material Adverse Effect, the Properties and all operations of the Credit
Parties and their Subsidiaries at the Properties are in compliance, and have in
the last five years been in compliance, in all material respects with all
applicable Environmental Laws, and there is no contamination at or under the
Properties or violation of any Environmental Law with respect to the Properties
or the business operated by any of the Credit Parties (the "Business").

         (c) Neither the Company nor any of its Subsidiaries has received any
written notice of violation, alleged violation, non-compliance, liability or
potential liability regarding environmental matters or compliance with
Environmental Laws with regard to any of the Properties or the Business, nor
does the Company nor any of its Subsidiaries have knowledge of any such
threatened notice.

         (d) Except where such violation or liability would not reasonably be
expected to have a Material Adverse Effect, Materials of Environmental Concern
have not been transported or disposed of from the Properties in violation of, or
in a manner or to a location which has given rise to liability under any
Environmental Law, nor have any Materials of Environmental Concern been
generated, treated, stored or disposed of at, on or under any of the Properties
in violation of, or in a manner that has given rise to liability under, any
applicable Environmental Law.

         (e) No judicial proceeding or governmental or administrative action is
pending or, to the knowledge of any Credit Party, threatened, under any
Environmental Law to which any of the Credit Parties is or will be named as a
party with respect to the Properties or the Business, nor are there any consent
decrees or other decrees, consent orders, administrative orders or other orders,
or other administrative or judicial directives outstanding under any
Environmental Law with respect to the Properties or the Business.

         (f) Except where such violation or liability would not reasonably be
expected to have a Material Adverse Effect, there has been no release or threat
of release of Materials of Environmental Concern at or from the Properties, or
arising from or related to the operations of any of the Credit Parties in
connection with the Properties or otherwise in connection with the Business, in
violation of or in amounts or in a manner requiring remediation under
Environmental Laws.

         3.17     Solvency.

         The fair saleable value of the Credit Parties' assets, measured on a
going concern basis, exceeds all probable liabilities, including those to be
incurred pursuant to this Credit Agreement. None of the Credit Parties (a) has
unreasonably small capital in relation to the business in which it is or
proposes to be engaged and (b) has incurred or believes that it will incur after
giving effect to the transactions contemplated by this Credit Agreement, debts
beyond its ability to pay such debts as they become due.

         3.18     No Burdensome Restrictions.

         None of the Company or any of its Subsidiaries is a party to any
agreement or instrument or subject to any other obligation or any charter or
corporate restriction or any provision of any applicable law, rule or regulation
which, individually or in the aggregate, would reasonably be expected to have a
Material Adverse Effect.

         3.19     Title to Property; Leases.

         The Company and its Subsidiaries have good and sufficient title to
their respective Material properties, including all such properties reflected in
the most recent audited balance sheet referred to in Section 3.2 and Section 5.1
or purported to have been acquired by the Company or any Subsidiary after said
date (except as sold or otherwise disposed of in the ordinary course of
business), in each case free and clear of Liens prohibited by this Credit
Agreement, except for those defects in title and Liens that, individually or in
the aggregate, would not reasonably be expected to have a Material Adverse
Effect. All Material leases are valid and subsisting and are in full force and
effect in all material respects.

         3.20     Insurance.

         The present insurance coverage of the Company and its Subsidiaries is
outlined as to carrier, policy number, expiration date, type and amount on
Schedule 3.20 and such insurance coverage complies with the requirements set
forth in Section 5.5.

         3.21     Licenses and Permits.

         The Company and its Subsidiaries own, possess or are authorized to use
all licenses, permits, franchises, authorizations, patents, copyrights, service
marks, trademarks and trade names, or rights thereto, that are Material, without
known conflict with the rights of others, except for those conflicts that,
individually or in the aggregate, would not reasonably be expected to have a
Material Adverse Effect.

         3.22     Anti-Terrorism Laws.

         Neither the making of the Loans hereunder nor the Company's use of the
proceeds thereof will violate the Patriot Act, the Trading with the Enemy Act,
as amended, or any of the foreign assets control regulations of the United
States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any
enabling legislation or executive order relating thereto, or is in violation of
any Federal statute or Presidential Executive Order, including without
limitation Executive Order 13224 66 Fed. Reg. 49079 (September 25, 2001)
(Blocking Property and Prohibiting Transactions with Persons who Commit,
Threaten to Commit or Support Terrorism)(collectively, "Anti-Terrorism Laws").

         3.23     Labor Matters.

         There are no collective bargaining agreements covering the employees of
the Credit Parties as of the Closing Date, other than as set forth in Schedule
3.23 hereto, and none of the Credit Parties has suffered any strikes, walkouts,
work stoppages or other material labor difficulty within the five years prior to
the date hereof, other than as set forth in Schedule 3.23 hereto.

         3.24     Compliance with OFAC Rules and Regulations.

         None of the Company, any Subsidiary of the Company or any Affiliate of
the Company (a) is a Sanctioned Person, (b) has more than 15% of its assets in
Sanctioned Countries, or (c) derives more than 15% of its operating income from
investments in, or transactions with Sanctioned Persons or Sanctioned Countries.
No part of the proceeds of any Extension of Credit hereunder will be used
directly or indirectly to fund any operations in, finance any investments or
activities in or make any payments to, a Sanctioned Person or a Sanctioned
Country.


                                    SECTION 4
                                   CONDITIONS

         4.1      Conditions to Closing.

         This Credit Agreement shall become effective upon, and the obligation
of each Lender to make the initial Loans is subject to, the satisfaction of the
following conditions precedent:

         (a) Execution of Credit Agreement and Credit Documents. Receipt by the
Administrative Agent of (i) multiple counterparts of this Credit Agreement, (ii)
for the account of each US Lender that requests a US Note, US Notes, (iii) for
the account of each Japanese Lender that requests a Japanese Note, Japanese
Notes, (iv) for the account of the Swingline Lender, a Swingline Note and (v)
the Intercompany Subordination Agreement executed by the Company and certain of
its Subsidiaries, in each case executed by a duly authorized officer of each
party thereto and in each case conforming to the requirements of this Credit
Agreement.

         (b) Legal Opinion. Receipt by the Administrative Agent of (i) a legal
opinion of Stradley, Ronon, Stevens & Young, LLP, special counsel to the Credit
Parties,(ii) a legal opinion of special Minnesota counsel to the Credit Parties,
(iii) a legal opinion of special Japanese counsel to the Credit Parties, and
(iv) a legal opinion of the General Counsel of the Company, each dated the
Closing Date and in form and substance reasonably acceptable to the
Administrative Agent.

         (c) Absence of Legal Proceedings. The absence of any Material pending
or, to the best knowledge of the Company, threatened action, suit,
investigation, proceeding, bankruptcy or insolvency, injunction, order or claim
with respect to the Company or any of its Subsidiaries, other than as disclosed
in Schedule 3.7.

         (d) Corporate Documents. Receipt by the Administrative Agent of the
following (or their equivalent), each (other than with respect to clause (iv))
certified by the secretary or assistant secretary of the Company as of the
Closing Date to be true and correct and in force and effect pursuant to a
certificate substantially in the form attached hereto as Schedule 4.1(d):

                  (i) Articles of Incorporation. Copies of the articles of
         incorporation or charter documents or similar organizational document
         of the Credit Parties certified to be true and complete as of a recent
         date by the appropriate Governmental Authority of the state or country
         of its organization, as appropriate.

                  (ii) Resolutions. Copies of resolutions of the board of
         directors or comparable managing body of the Credit Parties approving
         and adopting the respective Credit Documents, the transactions
         contemplated therein and authorizing execution and delivery thereof.

                  (iii) Bylaws. Copies of the bylaws, operating agreement,
         partnership agreement or similar governing document of the Credit
         Parties certified by a secretary or assistant secretary as of the
         Closing Date to be true and correct and in force and effect as of such
         date.

                  (iv) Good Standing. Copies, where applicable, of certificates
         of good standing (or equivalent document), existence or its equivalent
         of each of the Credit Parties certified as of a recent date by the
         appropriate Governmental Authorities of the State (or country, if
         applicable) of organization and each other State (or country, if
         applicable) in which such Credit Party is qualified to do business as
         foreign corporation.

         (e) Officer's Certificate. Receipt by the Administrative Agent of a
certificate, in form and substance reasonably satisfactory to it, of a
Responsible Officer certifying that (i) the Company and each of the other Credit
Parties is solvent as of the Closing Date and (ii) the Company, on a
consolidated basis with its Subsidiaries, is in pro forma compliance with all of
the financial covenants in Section 5.9 both before and after giving effect to
any Loans to be made on the Closing Date.

         (f) Account Designation Letter. Receipt by the Administrative Agent of
an executed counterpart of the Account Designation Letter.

         (g) Financial Information. Receipt by the Administrative Agent of (i)
five-year financial and operational projections for the Company and its
Subsidiaries together with a detailed explanation of all management assumptions
contained therein, which projections shall be in form and substance satisfactory
to the Administrative Agent and the Lenders, (ii) the final audited financial
statements of the Company for the twelve month period ending December 28, 2003
and (iii) the unaudited quarterly financial statements of the Company for the
quarter ending September 26, 2004.

         (h) Capital Structure/Other Documentation. Receipt by the
Administrative Agent of any information requested by it relating to the
corporate and capital structure of the Company and its Subsidiaries.

         (i) Flow of Funds. Receipt by the Administrative Agent of a sources and
uses table and payment instructions with respect to each wire transfer to be
made by the Administrative Agent on behalf of the Lenders or the Company on the
Closing Date setting forth the amount of such transfer, the purpose of such
transfer, the name and number of the account to which such transfer is to be
made, the name and ABA number of the bank or other financial institution where
such account is located and the name and telephone number of an individual that
can be contacted to confirm receipt of such transfer.

         (j) Repayment of Existing Indebtedness. All existing Indebtedness for
borrowed money of the Company and its Subsidiaries (including the Existing
Facilities, but excluding the existing Indebtedness listed on Schedule 3.1)
shall have been repaid in full and terminated and the Administrative Agent shall
have received such evidence of such repayment and termination as the
Administrative Agent may reasonably require.

         (k) Consents. The Administrative Agent shall have received evidence
that all necessary governmental, corporate, shareholder and third party consents
and approvals, if any, in connection with the financings and other transactions
contemplated hereby have been received and no condition exists which would
reasonably be likely to restrain, prevent or impose any material adverse
conditions on the transactions contemplated hereby.

         (l) No Material Adverse Change. No material adverse change shall have
occurred since December 28, 2003 in the business, assets, liabilities, condition
(financial or otherwise) or prospects of the Company and its Subsidiaries taken
as a whole, except as disclosed in any of the following filings of the Company
with the Securities and Exchange Commission: Form 10-K/A filed on May 21, 2004,
Form 10-Q/A filed on May 13, 2004, Form 10-Q filed on August 5, 2004, Form 10-Q
filed on November 5, 2004 or Form 8-K filed on December 16, 2004.

         (m) Fees. Receipt by the Administrative Agent and the Lenders of all
fees, if any, then owing pursuant to the Fee Letter, Section 2.10 or pursuant to
any other Credit Document.

         (n) Patriot Act Certificate. The Administrative Agent shall have
received a certificate satisfactory thereto, for benefit of itself and the
Lenders, provided by the Company that sets forth information required by the
Patriot Act (as defined in Section 8.10) including, without limitation, the
identity of the Company and each other Credit Party, the name and address of the
Company, each other Credit Party and other information that will allow the
Administrative Agent or any Lender, as applicable, to identify the Company and
each other Credit Party in accordance with the Patriot Act.

         (o) Additional Matters. All other documents and legal matters in
connection with the transactions contemplated by this Credit Agreement shall be
reasonably satisfactory in form and substance to the Administrative Agents and
the Required Lenders.

         4.2      Conditions to All Extensions of Credit.

         The obligation of each Lender to make any Extension of Credit hereunder
is subject to the satisfaction of the following conditions precedent on the date
of making such Extension of Credit:

         (a) Representations and Warranties. The representations and warranties
made by the Company herein or in any other Credit Document or which are
contained in any certificate furnished at any time under or in connection
herewith or therewith shall be true and correct in all material respects on and
as of the date of such Extension of Credit as if made on and as of such date
(except for those which expressly relate to an earlier date).

         (b) No Default or Event of Default. No Default or Event of Default
shall have occurred and be continuing on such date or after giving effect to the
Extension of Credit to be made on such date.

         (c) Compliance with Commitments. Immediately after giving effect to the
making of any such Extension of Credit (and the application of the proceeds
thereof), (i) the sum of the aggregate principal amount of outstanding US
Revolving Loans plus Swingline Loans plus LOC Obligations plus the US Foreign
Currency Reserve shall not exceed the Aggregate US Revolving Committed Amount,
(ii) the sum of the aggregate principal amount of outstanding Japanese Revolving
Loans plus the Japanese Foreign Currency Reserve shall not exceed the Japanese
Revolving Committed Amount, (iii) the LOC Obligations shall not exceed the LOC
Committed Amount and (iv) the Swingline Loans shall not exceed the Swingline
Commitment.

         Each request for an Extension of Credit (including extensions and
conversions) and each acceptance by the Company of an Extension of Credit
(including extensions and conversions) shall be deemed to constitute a
representation and warranty by the Company as of the date of such Loan that the
conditions in subsections (a) and (b) of this Section have been satisfied.


                                    SECTION 5
                              AFFIRMATIVE COVENANTS

         The Credit Parties covenant and agree that on the Closing Date, and so
long as this Credit Agreement is in effect and until the Commitments have been
terminated, no Loans remain outstanding and all amounts owing hereunder or under
any other Credit Document or in connection herewith or therewith have been paid
in full, the Credit Parties shall, and shall cause each Subsidiary to:

         5.1      Financial Statements.

         Furnish, or cause to be furnished, to the Administrative Agent and the
Lenders:

                  (a) as soon as available, but in any event within 90 days
         after the end of each fiscal year of the Company (commencing with the
         fiscal year 2004) (or, if earlier, within five (5) business Days after
         such date as the Company is required to file its annual report on Form
         10-K for such fiscal year with the Securities and Exchange Commission),
         a consolidated balance sheet of the Company and its Subsidiaries as at
         the end of such fiscal year, and the related consolidated statements of
         income or operations, shareholders' equity and cash flows for such
         fiscal year, setting forth in each case in comparative form the figures
         for the previous fiscal year, all in reasonable detail and prepared in
         accordance with GAAP, such consolidated statements to be audited and
         accompanied by a report and opinion of PricewaterhouseCoopers, LLP or
         another independent certified public accountant of nationally
         recognized standing reasonably acceptable to the Administrative Agent,
         which report and opinion shall be prepared in accordance with generally
         accepted auditing standards and shall not be subject to any "going
         concern" or like qualification or exception or any qualification or
         exception as to the scope of such audit;

                  (b) as soon as available, but in any event within 45 days
         after the end of each of the first three fiscal quarters of each fiscal
         year of the Company (commencing with the fiscal quarter ended March 27,
         2005) (or, if earlier, within five (5) business Days after such date as
         the Company is required to file its quarterly report on Form 10-Q for
         such fiscal quarter with the Securities and Exchange Commission), a
         consolidated balance sheet of the Company and its Subsidiaries as at
         the end of such fiscal quarter, and the related consolidated statements
         of income or operations, shareholders' equity and cash flows for such
         fiscal quarter and for the portion of the Company's fiscal year then
         ended, setting forth in each case in comparative form the figures for
         the corresponding fiscal quarter of the previous fiscal year and the
         corresponding portion of the previous fiscal year, all in reasonable
         detail, such consolidated statements to be certified by a Responsible
         Officer of the Company as fairly presenting in all material respects
         the financial condition, results of operations, shareholders' equity
         and cash flows of the Company and its Subsidiaries in accordance with
         GAAP, subject only to normal year-end audit adjustments and the absence
         of footnotes; and

                  (c) as soon as available, but in any event not later than
         January 31st of each fiscal year of the Company, forecasts prepared by
         management of the Company, in form satisfactory to the Administrative
         Agent, of consolidated balance sheets and statements of income or
         operations and cash flows of the Company and its Subsidiaries on a
         quarterly basis for such fiscal year (including the fiscal year in
         which the Maturity Date occurs).

As to any information contained in materials furnished pursuant to Section
5.2(e), the Company shall not be separately required to furnish such information
under clause (a) or (b) above, but the foregoing shall not be in derogation of
the obligation of the Company to furnish the information and materials described
in clauses (a) and (b) above at the times specified therein. All such financial
statements shall be complete and correct in all material respects (subject, in
the case of interim statements, to normal recurring year-end audit adjustments)
and shall be prepared in reasonable detail and in accordance with GAAP applied
consistently throughout the periods reflected therein , except as approved by
such accountants or such officers, as the case may be, and disclosed therein,
and further accompanied by a description of, and an estimation of the effect on
the financial statements on account of, a change in the application of
accounting principles as provided in Section 1.3.

         5.2      Certificates; Other Information.

         Furnish, or cause to be furnished, to the Administrative Agent for
distribution to the Lenders:

         (a) Accountant's Certificate and Reports. Concurrently with the
delivery of the financial statements referred to in Section 5.1(a) above, a
certificate of the independent certified public accountants reporting on such
financial statements stating that in making the examination necessary therefor
no knowledge was obtained of any Default or Event of Default under Section 5.9
hereof, except as specified in such certificate.

         (b) Officer's Certificate. Concurrently with the delivery of the
financial statements referred to in Sections 5.1(a) and 5.1(b) above, a
certificate of a Responsible Officer stating that, to the best of such
Responsible Officer's knowledge and belief, (i) the financial statements fairly
present in all material respects the financial condition of the parties covered
by such financial statements, (ii) during such period each Credit Party has
observed or performed in all material respects its covenants and other
agreements hereunder and under the other Credit Documents, and satisfied in all
material respects the conditions contained in this Credit Agreement to be
observed, performed or satisfied by it (except to the extent waived in
accordance with the provisions hereof) and (iii) such Responsible Officer has
obtained no knowledge of any Default or Event of Default except as specified in
such certificate. Such certificate shall include the calculations required to
indicate compliance with Section 5.9 as of the last day of the period covered by
such financial statements. A form of Officer's Compliance Certificate is
attached as Schedule 5.2(b).

         (c) Management Letter. Promptly upon receipt thereof, a copy of any
other report or "management letter" submitted by independent accountants to the
Company or any of its Subsidiaries in connection with any annual, interim or
special audit of the books of such Person.

         (d) Other Information. Promptly, such additional financial and other
information as the Administrative Agent, at the request of any Lender, may from
time to time reasonably request.

         (e) Public Information. Promptly after the same are sent, copies of all
reports (other than those otherwise provided pursuant to Section 5.1) and other
financial information which any Credit Party sends to its public stockholders,
and promptly after the same are filed, copies of all financial statements and
non-confidential reports which any Credit Party may make to, or file with, the
Securities and Exchange Commission or any successor or analogous United States
Governmental Authority.

         (f) Permitted Acquisition Report. Not less than twenty (20) Business
Days prior to the consummation of any Permitted Acquisition where the total
consideration, including, without limitation, assumed Indebtedness, earnout
payments and any other deferred payments (the "Total Consideration") for such
Permitted Acquisition is expected to exceed $15,000,000:

                  (i) a reasonably detailed description of the material terms of
         such Permitted Acquisition (including, without limitation, the purchase
         price and method and structure of payment) and of each Target;

                  (ii) if the Total Consideration is expected to be greater than
         $25,000,000, audited financial statements (or, if unavailable,
         management-prepared financial statements) of the Target for its two (2)
         most recent fiscal years and two (2) most recent fiscal quarters;

                  (iii) consolidated projected income statements of the Company
         and its consolidated Subsidiaries (giving effect to such Permitted
         Acquisition and the consolidation with the Company of each relevant
         Target) for the three (3)-year period following the consummation of
         such Permitted Acquisition, in reasonable detail, together with any
         appropriate statement of assumptions and pro forma adjustments
         reasonably acceptable to the Administrative Agent;

                  (iv) a certificate, in form and substance reasonably
         satisfactory to the Administrative Agent, executed by a Responsible
         Officer of the Company (A) setting forth the best good faith estimate
         of the Total Consideration to be paid for each Target, (B) certifying
         that (1) such Permitted Acquisition complies with the requirements of
         this Credit Agreement and (2) after giving effect to such Permitted
         Acquisition and any borrowings in connection therewith, the Company
         believes in good faith that it will have sufficient availability under
         the Aggregate US Revolving Committed Amount and the Aggregate Japanese
         Revolving Committed Amount to meet its ongoing working capital
         requirements and (C) demonstrating compliance with clauses (b) and (d)
         of the definition of the Permitted Acquisition; and

                  (v) any due diligence reports (including, but not limited to,
         reports prepared by a nationally recognized accounting firm,
         consultants reports and customer surveys) prepared by, or on behalf of,
         any Credit Party with respect to the Target.

         5.3      Notices.


         Give notice to the Administrative Agent (which shall promptly transmit
such notice to each Lender) of:

         (a) Defaults. Promptly (but in any event within two (2) Business Days),
after any Credit Party knows thereof, the occurrence of any Default or Event of
Default.

         (b) Legal Proceedings. Promptly, any litigation, or any investigation
or proceeding (including without limitation, any environmental or Governmental
Authority proceeding) known to any Credit Party, relating to the Company or any
of its Subsidiaries which, if adversely determined, would reasonably be expected
to have a Material Adverse Effect.

         (c) ERISA. Promptly, on any Credit Party gaining knowledge of (i) the
occurrence of any Reportable Event with respect to any Single Employer Plan,
(ii) a failure by any Credit Party or any ERISA Affiliate to make any required
contribution to a Single Employer Plan required to meet the minimum funding
standard set forth in ERISA and the Code with respect thereto, (iii) the
creation of any Lien on the assets of any Credit Party or any ERISA Affiliate in
favor of the PBGC (other than a Permitted Lien) or a Plan, or (iv) with respect
to any Multiemployer Plan, the assessment of any withdrawal liability against
any Credit Party or any ERISA Affiliate, or the termination, Reorganization or
Insolvency of, any Multiemployer Plan; and in each case in clauses (i) and (iv)
above, such event or condition would reasonably be expected to have a Material
Adverse Effect.

         (d) Other. Promptly, any other development or event which a Responsible
Officer gains knowledge of which would reasonably be expected to have a Material
Adverse Effect.

Each notice pursuant to this Section 5.3 shall be accompanied by a statement of
a Responsible Officer setting forth details of the occurrence referred to
therein and stating what action the Company proposes to take with respect
thereto.

         5.4      Maintenance of Existence; Compliance with Laws; Contractual
Obligations.

         (a) Preserve and keep in full force and effect its corporate existence.
Subject to Section 6.4, each Credit Party will at all times preserve and keep in
full force and effect the corporate existence of each of its Subsidiaries
(unless merged into the Company or a Subsidiary) and all rights and franchises
of itself and its Subsidiaries unless, in the good faith judgment of the
Company, the termination of or failure to preserve and keep in full force and
effect such corporate existence, right or franchise would not, individually or
in the aggregate, reasonably be expected to have a Material Adverse Effect.

         (b) Comply with all Requirements of Law, ordinances or governmental
rules or regulations to which each of them is subject, including, without
limitation, Environmental Laws and ERISA-related Requirements of Law, and will
obtain and maintain in effect all licenses, certificates, permits, franchises
and other governmental authorizations necessary to the ownership of their
respective properties or to the conduct of their respective businesses, in each
case to the extent necessary to ensure that non-compliance with such laws,
ordinances or governmental rules or regulations or failures to obtain or
maintain in effect such licenses, certificates, permits, franchises and other
governmental authorizations would not reasonably be expected, individually or in
the aggregate, to have a Material Adverse Effect.

         (c) Fully perform and satisfy all of its obligations under all of its
contractual obligations except to the extent that failure to perform and satisfy
such obligations would not, in the aggregate, reasonably be expected to have a
Material Adverse Effect.

         5.5      Maintenance of Property; Insurance.

         (a) Maintain and keep, or cause to be maintained and kept, their
respective properties in good repair, working order and condition (other than
ordinary wear and tear), so that the business carried on in connection therewith
may be properly conducted at all times, provided that this Section 5.5 shall not
prevent the Company or any Subsidiary from discontinuing the operation and the
maintenance of any of its properties if such discontinuance is desirable in the
conduct of its business and the Company has concluded that such discontinuance
would not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.

         (b) Maintain, with financially sound and reputable insurers, insurance
with respect to their respective properties and businesses against such
casualties and contingencies, of such types, on such terms and in such amounts
(including deductibles, co-insurance and self-insurance, if adequate reserves
are maintained with respect thereto) as is customary in the case of entities of
established reputations engaged in the same or a similar business and similarly
situated; and furnish to the Administrative Agent, upon written request, full
information as to the insurance carried.

         5.6      Inspection of Property; Books and Records; Discussions.


         Keep proper books of records and account in which full, true and
correct entries in conformity with GAAP (or, in the case of Subsidiaries with
significant operations outside of the United States of America, generally
accepted accounting principles in effect from time to time in their respective
jurisdictions of incorporation) and all Requirements of Law shall be made of all
dealings and transactions in relation to its businesses and activities; and
permit, during regular business hours and upon reasonable notice by the
Administrative Agent, the Administrative Agent to visit and inspect any of its
properties and examine and make abstracts (including photocopies) from any of
its books and records at any reasonable time (other than material protected by
the attorney-client privilege and material subject to a confidentiality
agreement prohibiting disclosure thereof), and to discuss the business,
operations, properties and financial and other condition of the Credit Parties
and their Subsidiaries with officers and employees of the Credit Parties and
their Subsidiaries and with their independent certified public accountants. The
cost of the inspection referred to in the preceding sentence shall be for the
account of the Lenders unless an Event of Default has occurred and is
continuing, in which case the cost of such inspection shall be for the account
of the Company.

         5.7      Use of Proceeds.


         Use the Loans solely for the purposes provided in Section 3.13.

         5.8      Additional US Subsidiary Guarantors and Foreign Guarantors.


                  (a) If:

                           (i) the portion of Consolidated Tangible Assets
                  attributable to a Domestic Subsidiary of the Company that is
                  not a Credit Party hereunder shall at any time exceed ten
                  percent (10%) of Consolidated Tangible Assets, or

                           (ii) the portion of Consolidated EBITDA attributable
                  to a Domestic Subsidiary of the Company that is not a Credit
                  Party hereunder shall at any time exceed ten percent (10%) of
                  Consolidated EBITDA

         (collectively, the "Threshold Requirement"), then the Company shall so
         notify the Administrative Agent and shall cause such Domestic
         Subsidiary to become a "US Guarantor" hereunder by (A) executing a US
         Guarantor Joinder Agreement and (B) delivering such other documentation
         as the Administrative Agent may reasonably request in connection with
         the foregoing, including, without limitation, certified resolutions and
         other organizational and authorizing documents of such Person and
         favorable opinions of counsel to such Person (which shall cover, among
         other things, the legality, validity, binding effect and enforceability
         of the documentation referred to above), all in form, content and scope
         reasonably satisfactory to the Administrative Agent.

                  For purposes of determining compliance with this Section
         5.8(a), the Threshold Requirement shall be tested (1) at the end of
         each fiscal year of the Company, (2) at the time any Permitted
         Acquisition for a purchase price in excess of $35,000,000 is
         consummated, and (3) at the end of each fiscal quarter of the Company
         for which the Leverage Ratio (calculated as of the end of such fiscal
         quarter) shall be greater than or equal to 2.0 to 1.0.

                  (b) If, at any time after the Company shall have requested
         that an Agent Approval Entity be designated a Foreign Borrower:

                           (i) the portion of Consolidated Tangible Assets
                  attributable to a Foreign European Subsidiary of the Company
                  that is not a Credit Party hereunder shall at any time exceed
                  ten percent (10%) of Consolidated Tangible Assets, or

                           (ii) the portion of Consolidated EBITDA attributable
                  to a Foreign European Subsidiary of the Company that is not a
                  Credit Party hereunder shall at any time exceed ten percent
                  (10%) of Consolidated EBITDA

         (collectively, the "Foreign Threshold Requirement"), then the Company
         shall so notify the Administrative Agent and shall cause such Foreign
         European Subsidiary to become a "Foreign Guarantor" (to the extent
         legally permissible and subject to limitations arising under applicable
         tax laws) hereunder by (A) executing a Foreign Guaranty in form and
         substance satisfactory to the Administrative Agent, (B) executing a
         Foreign Guarantor Joinder Agreement and (C) delivering such other
         documentation as the Administrative Agent may reasonably request in
         connection with the foregoing, including, without limitation, certified
         resolutions and other organizational and authorizing documents of such
         Person and favorable opinions of counsel to such Person (which shall
         cover, among other things, the legality, validity, binding effect and
         enforceability of the documentation referred to above), all in form,
         content and scope reasonably satisfactory to the Administrative Agent.

                  For purposes of determining compliance with this Section
         5.8(b), the Foreign Threshold Requirement shall be tested (1) at the
         end of each fiscal year of the Company, (2) at the time any Permitted
         Acquisition for a purchase price in excess of $35,000,000 is
         consummated, and (3) at the end of each fiscal quarter of the Company
         for which the Leverage Ratio (calculated as of the end of such fiscal
         quarter) shall be greater than or equal to 2.0 to 1.0.

                  (c) In addition, the Company shall cause each Agent Approval
         Entity which becomes a Foreign Borrower to become a "Foreign Guarantor"
         (to the extent legally permissible and subject to limitations arising
         under applicable tax laws) hereunder by (i) executing a Foreign
         Guaranty in form and substance satisfactory to the Administrative
         Agent, (ii) executing a Foreign Guarantor Joinder Agreement and (iii)
         delivering such other documentation as the Administrative Agent may
         reasonably request in connection with the foregoing, including, without
         limitation, certified resolutions and other organizational and
         authorizing documents of such Person and favorable opinions of counsel
         to such Person (which shall cover, among other things, the legality,
         validity, binding effect and enforceability of the documentation
         referred to above), all in form, content and scope reasonably
         satisfactory to the Administrative Agent

                  Notwithstanding the foregoing clauses (b) and (c) immediately
         above to the contrary, the Company shall not be required to join a
         Foreign Subsidiary as a Foreign Guarantor pursuant to this Section 5.8
         if (A) such joinder would cause Material adverse tax consequences to
         the Company or any Credit Party or would be prohibited by applicable
         law or (B) the aggregate amount of the US Revolving Loans to the Agent
         Approval Entities which have become Foreign Borrowers does not exceed
         $15,000,000 outstanding.

         5.9      Financial Covenants.

         (a) Leverage Ratio. On a consolidated basis, maintain a Leverage Ratio
as of the end of each fiscal quarter of the Company of less than or equal to
3.00 to 1.0.

         (b) Interest Coverage Ratio. On a consolidated basis, maintain an
Interest Coverage Ratio as of the end of each fiscal quarter of the Company of
greater than or equal to 3.50 to 1.0.

         (c) Consolidated Capital Expenditures. Not make Consolidated Capital
Expenditures in an amount in excess of $30,000,000 during any fiscal year of the
Company, plus up to $10,000,000 of the unused amount available for Consolidated
Capital Expenditures under this Section 5.9(c) for the immediately preceding
fiscal year (excluding any carry forward available from any prior fiscal year);
provided, however, that with respect to any fiscal year, Consolidated Capital
Expenditures made during such fiscal year shall be deemed to be made first with
respect to the applicable limitation for such fiscal year and then with respect
to any carry-forward from the immediately preceding fiscal year.

         5.10     Payment of Obligations.

         File all income tax or similar tax returns required to be filed in any
jurisdiction and to pay and discharge all taxes shown to be due and payable on
such returns and all other taxes, assessments, governmental charges, or levies
payable by any of them, to the extent such taxes and assessments have become due
and payable and before they have become delinquent, provided that neither the
Company nor any Subsidiary need pay any such tax or assessment if (a) the
amount, applicability or validity thereof is contested by the Company or such
Subsidiary on a timely basis in good faith and in appropriate proceedings, and
the Company or a Subsidiary has established adequate reserves therefore in
accordance with GAAP (or, in the case of Subsidiaries with significant
operations outside of the United States of America, generally accepted
accounting principles in effect from time to time in their respective
jurisdictions of incorporation) on the books of the Company or such Subsidiary
or (b) the nonpayment of all such taxes and assessments in the aggregate would
not reasonably be expected to have a Material Adverse Effect.

         5.11     Environmental Laws.

         (a) Comply in all material respects with and take commercially
reasonable steps to ensure compliance in all material respects by all tenants
and subtenants, if any, with, all applicable Environmental Laws and obtain and
comply in all material respects with and maintain, and take commercially
reasonable steps to ensure that all tenants and subtenants obtain and comply in
all material respects with and maintain, any and all licenses, approvals,
notifications, registrations or permits required by applicable Environmental
Laws except to the extent that failure to do so would not reasonably be expected
to have a Material Adverse Effect;

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

         (c) Defend, indemnify and hold harmless the Administrative Agent and
the Lenders, and their respective employees, agents, officers and directors and
affiliates, from and against any and all claims, demands, penalties, fines,
liabilities, settlements, damages, costs and expenses of whatever kind or nature
known or unknown, contingent or otherwise, arising out of, or in any way
relating to the violation of, noncompliance with or liability under, any
Environmental Law applicable to the operations of the Company or any of its
Subsidiaries or their Properties, or any orders, requirements or demands of
Governmental Authorities related thereto, including, without limitation,
reasonable attorney's and consultant's fees, investigation and laboratory fees,
response costs, court costs and litigation expenses, except to the extent that
any of the foregoing arise out of the gross negligence or willful misconduct of
the party seeking indemnification therefor. The agreements in this paragraph
shall survive repayment of the Notes and all other amounts payable hereunder.

                                    SECTION 6
                               NEGATIVE COVENANTS

         The Credit Parties covenant and agree that on the Closing Date, and so
long as this Credit Agreement is in effect and until the Commitments have been
terminated, no Loans remain outstanding and all amounts owing hereunder or under
any other Credit Document or in connection herewith or therewith have been paid
in full, the Credit Parties shall not and shall not permit any Subsidiary to:

         6.1      Indebtedness.

         At any time, create, incur, assume or suffer to exist any Indebtedness,
except:

         (a) Indebtedness represented by the Credit Party Obligations;

         (b) (i) Indebtedness of any Credit Party owing to any Subsidiary that
is not a Credit Party, (ii) Indebtedness of any Credit Party owing to any Credit
Party, (iii) Indebtedness of any Subsidiary which is not a Credit Party owing to
any Credit Party in an amount, which when added to all Investments made after
the Closing Date by any Credit Party in any Subsidiary which is not a Credit
Party pursuant to Section 6.5(a)(iii), does not exceed $60,000,000 in the
aggregate, and (iv) Indebtedness of any Subsidiary which is not a Credit Party
owing to any other Subsidiary which is not a Credit Party; provided, that with
respect to any of the foregoing Indebtedness in an amount in excess of $100,000
incurred pursuant to clauses (i) or (ii) immediately above, any Person to whom
such Indebtedness is owed shall be a party to the Intercompany Subordination
Agreement;

         (c) Indebtedness existing as of the Closing Date and set forth on
Schedule 3.1;

         (d) Indebtedness of the Company and its Subsidiaries incurred after the
Closing Date consisting of Capital Leases or Indebtedness incurred to provide
all or a portion of the purchase price or cost of construction of an asset, not
to exceed $25,000,000 at any time; provided that (i) such Indebtedness when
incurred shall not exceed the purchase price or cost of construction of such
asset and (ii) no such Indebtedness shall be refinanced for a principal amount
in excess of the principal balance outstanding thereon at the time of such
refinancing;

         (e) Indebtedness and obligations owing under Hedging Agreements entered
into in order to manage existing or anticipated interest rate or exchange rate
risks and not for speculative purposes;

         (f) (i) Guaranty Obligations in respect of Indebtedness of a Credit
Party to the extent such Indebtedness is permitted to exist or be incurred
pursuant to this Section 6.1, (ii) Guarantee Obligations incurred in the
ordinary course of business by the Company or any of its Subsidiaries of
obligations of any wholly-owned Subsidiary with respect to: (A) real estate
lease payments and (B) payments to vendors for products for resale; provided
that the amount of such payments guaranteed shall not exceed $15,000,000 in the
aggregate at any time outstanding, and (iii) Guarantee Obligations incurred in
the ordinary course of business by the Company of obligations of any
wholly-owned Foreign Subsidiary with respect to payments to third parties
incurred in connection with establishing, maintaining and operating an
international cash pooling system among the Company's wholly-owned Foreign
Subsidiaries to meet requirements of intraday and overdraft limits and
concentration of cash balances to facilitate cash management among such Foreign
Subsidiaries; provided that the aggregate amount of such payments guaranteed
shall not exceed $20,000,000 in the aggregate at any time outstanding; and

         (g) other Indebtedness of the Company and its Subsidiaries in an
aggregate amount not to exceed $75,000,000, of which up to $25,000,000 may be
secured.

         6.2      Liens.


         Contract, create, incur, assume or permit to exist any Lien with
respect to any of its property or assets of any kind (whether real or personal,
tangible or intangible), whether now owned or hereafter acquired, except for
Permitted Liens.

         6.3      Nature of Business.

         Enter into any business, either directly or through any Subsidiary,
except for those businesses in which the Company and its Subsidiaries are
engaged on the Closing Date or that are reasonably related thereto.

         6.4      Mergers, Sale of Assets and Indebtedness of Subsidiaries

         (a) Dissolve, liquidate or wind up its affairs, sell, transfer, lease
or otherwise dispose of its property or assets or agree to do so at a future
time; provided that the following, without duplication, shall be expressly
permitted:

                  (i) the sale, transfer, lease or other disposition of
         inventory and materials in the ordinary course of business

                  (ii) the sale, transfer or other disposition of cash and Cash
         Equivalents;

                  (iii) (A) the disposition of property or assets as a direct
         result of a Recovery Event or (B) the sale, lease, transfer or other
         disposition of machinery, parts and equipment no longer used or useful
         in the conduct of the business of the Company or any of its
         Subsidiaries, so long as the net proceeds therefrom are used to replace
         such machinery, parts and equipment or to purchase or otherwise acquire
         new assets or property within 180 days of receipt of the net proceeds;

                  (iv) (A) the sale, lease or transfer of property or assets
         from any Subsidiary that is not a Credit Party to any Credit Party, (B)
         the sale, lease or transfer of property or assets from any Credit Party
         to any Domestic Credit Party, (C) the sale, lease or transfer of
         property or assets from any Foreign Credit Party to any other Foreign
         Credit Party, (D) the sale, lease or transfer of property or assets
         from any Domestic Credit Party to any Foreign Credit Party not to
         exceed $10,000,000 in the aggregate in any fiscal year or $50,000,000
         in the aggregate during the term of this Agreement, (E) the sale, lease
         or transfer of property or assets from any Credit Party to any
         Subsidiary that is not a Credit Party not to exceed $35,000,000 in the
         aggregate in any fiscal year or $75,000,000 in the aggregate during the
         term of this Agreement, and (F) the sale, lease or transfer of property
         or assets from any Subsidiary that is not a Credit Party to any other
         Subsidiary that is not a Credit Party;

                  (v) the sale, lease or transfer of property or assets, the
         fair market value of which, does not exceed the lesser of ten percent
         (10%) of Consolidated EBITDA or ten percent (10%) of Consolidated
         Tangible Assets (determined at the time of such sale, lease or transfer
         based on the immediately preceding four consecutive fiscal quarters of
         the Company) in the aggregate in any fiscal year;

         provided, that, in the case of clauses (i), (ii), (iii) and (v) above,
at least 75% of the consideration received therefor by the Company or any such
Subsidiary is in the form of cash or Cash Equivalents; provided, further, that,
notwithstanding the foregoing, up to $10,000,000 of the aggregate consideration
received therefor in any fiscal year in connection with all such sales, leases
or transfers of property or assets may be in the form of non-cash assets; or

         (b) (i) purchase, lease or otherwise acquire (in a single transaction
or a series of related transactions) the property or assets of any Person (other
than purchases or other acquisitions of inventory, materials, property and
equipment in the ordinary course of business, except as otherwise limited or
prohibited herein) or (ii) enter into any transaction of merger or
consolidation, except for (A) investments or acquisitions permitted pursuant to
Section 6.5, and (B) the merger or consolidation of a Credit Party with and into
another Credit Party; provided that if the Company is a party thereto, the
Company will be the surviving corporation.

         6.5      Advances, Investments and Loans.

         At any time make or permit to remain outstanding any loan or advance
to, or guarantee, endorse or otherwise be or become contingently liable,
directly or indirectly, in connection with the obligations, stock or dividends
of, or own, purchase or acquire any stock, obligations or Securities of, or any
other interest in, or make any capital contribution to (collectively,
"Investments"), any Person, except that (each of the following, collectively,
"Permitted Investments"):

         (a) (i) any Subsidiary that is not a Credit Party may make or permit to
remain outstanding Investments to or in any Credit Party, (ii) any Credit Party
may make or permit to remain outstanding Investments to or in any Credit Party,
(iii) any Credit Party may make or permit to remain outstanding Investments to
or in any Subsidiary that is not a Credit Party in an amount, which when added
to all Indebtedness owed by any Subsidiary which is not a Credit Party to any
Credit Party incurred after the Closing Date pursuant to Section 6.1(b)(iii),
does not exceed $60,000,000, and (iv) any Subsidiary that is not a Credit Party
may make or permit to remain outstanding Investments to or in any other
Subsidiary that is not a Credit Party ;

         (b) the Company and any Subsidiary may make Permitted Acquisitions;

         (c) the Company and its Subsidiaries may own, purchase or acquire cash
and Cash Equivalents;

         (d) the Company and its Subsidiaries may make loans and advances to
employees (other than any officer or director) of the Company or its
Subsidiaries in an aggregate amount not to exceed $2,000,000 at any time
outstanding;

         (e) Investments existing as of the Closing Date and set forth on
Schedule 6.5(e); and

         (f) the Company and Subsidiaries may make or permit to remain
outstanding any Investment in any other Person, which is not otherwise included
in the foregoing clauses (a) through (d), inclusive, provided that the aggregate
of such Investments shall not, at any time, exceed $15,000,000.

         Investments shall be valued at cost, less any return of capital
thereon.

         6.6      Transactions with Affiliates.

         Enter into directly or indirectly any Material transaction or Material
group of related transactions (including without limitation the purchase, lease,
sale or exchange of properties of any kind or the rendering of any service) with
any Affiliate (other than the Company or another Subsidiary), except pursuant to
the reasonable requirements of the Company's or such Subsidiary's business and
upon fair and reasonable terms no less favorable to the Company or such
Subsidiary than would be obtainable in a comparable arm's-length transaction
with a Person not an Affiliate.

         6.7      Fiscal Year; Organizational Documents; Material Contracts.


         Neither change its fiscal year nor amend, modify or change its articles
of incorporation (or corporate charter or other similar organizational document)
or bylaws (or other similar document) in any manner materially adverse to the
interests of the Lenders without the prior written consent of the Administrative
Agent, nor without the prior written consent of the Administrative Agent, amend,
modify, cancel or terminate or fail to renew or extend or permit the amendment,
modification, cancellation or termination of any of the Material Contracts,
except in the event that such amendments, modifications, cancellations or
terminations would not reasonably be expected to have a Material Adverse Effect.

         6.8      Limitation on Restricted Actions.

         Directly or indirectly, create or otherwise cause or suffer to exist or
become effective any encumbrance or restriction on the ability of any such
Person to (a) pay dividends or make any other distributions to the Company on
its Capital Stock or with respect to any other interest or participation in, or
measured by, its profits, (b) pay any Indebtedness or other obligation owed to
the Company, (c) make loans or advances to the Company, (d) sell, lease or
transfer any of its properties or assets to the Company, or (e) act as a
guarantor and pledge its assets pursuant to the Credit Documents or any
renewals, refinancings, exchanges, refundings or extension thereof, except (in
respect of any of the matters referred to in clauses (a)-(d) above) for such
encumbrances or restrictions existing under or by reason of (i) this Credit
Agreement and the other Credit Documents, (ii) applicable law or (iii) any
Permitted Lien or any document or instrument governing any Permitted Lien;
provided that any such restriction contained therein relates only to the asset
or assets subject to such Permitted Lien.

         6.9      Restricted Payments.

         Directly or indirectly, declare, order, make or set apart any sum for
or pay any Restricted Payment, except (a) to make dividends payable solely in
the same class of Capital Stock of such Person, (b) to make dividends or other
distributions payable to the Company (directly or indirectly through
Subsidiaries) and (c) the Company may make other Restricted Payments so long as,
after giving effect thereto (i) on a Pro Forma Basis, no Default or Event of
Default shall then exist or would exist after giving effect thereto, (ii) the
Credit Parties certify to the Administrative Agent and the Required Lenders that
the Credit Parties will be in compliance on a Pro Forma Basis with all of the
terms and provisions of the financial covenants set forth in Section 5.9, and
(iii) immediately after the making of such Restricted Payment the Borrowers
would have the ability (but shall not be required) to borrow at least
$50,000,000 under this Credit Agreement without causing a violation of any
covenant.

         6.10     Sale Leasebacks.

         Directly or indirectly, become or remain liable as lessee or as
guarantor or other surety with respect to any lease, whether an operating lease
or a Capital Lease, of any property (whether real, personal or mixed), whether
now owned or hereafter acquired, (a) which the Company has sold or transferred
or is to sell or transfer or (b) which the Company intends to use for
substantially the same purpose as any other property which has been sold or is
to be sold or transferred by the Company in connection with such lease.
Notwithstanding the foregoing provisions of this Section 6.10, the Company may
become or remain liable as lessee or as guarantor or other surety with respect
to any lease, whether an operating lease or a Capital Lease, of any property
(whether real, personal or mixed), whether now owned or hereafter acquired,
owned and sold or transferred by it as described in the preceding sentence
provided that the aggregate current market value of all property so sold or
transferred (in each case determined at the time of such sale or transfer) shall
not at any time exceed $25,000,000.


         6.11     No Further Negative Pledges.

         Enter into, assume or become subject to any agreement prohibiting or
otherwise restricting the creation or assumption of any Lien upon its properties
or assets, whether now owned or hereafter acquired, or requiring the grant of
any security for such obligation if security is given for some other obligation,
except (a) pursuant to this Credit Agreement and the other Credit Documents and
(b) in connection with any Permitted Lien or any document or instrument
governing any Permitted Lien, provided that any such restriction contained
therein relates only to the asset or assets subject to such Permitted Lien.


                                    SECTION 7
                                EVENTS OF DEFAULT

         7.1      Events of Default.

         An Event of Default shall exist upon the occurrence of any of the
following specified events (each an "Event of Default"):

         (a) The Company shall fail to pay any principal on any Loan when due in
accordance with the terms hereof; or the Company shall fail to reimburse the
Issuing Lender for any LOC Obligations when due in accordance with the terms
hereof; or the Company shall fail to pay any interest on any Loan or any Fee or
other amount payable hereunder when due in accordance with the terms hereof and
such failure shall continue unremedied for three (3) Business Days (or any US
Guarantor or Foreign Guarantor shall fail to pay on the US Guaranty or the
Foreign Guaranties, as applicable) in respect of any of the foregoing or in
respect of any other Guaranty Obligations thereunder within the aforesaid period
of time); or

         (b) Any representation or warranty made or deemed made herein or in any
of the other Credit Documents or which is contained in any certificate, document
or financial or other statement furnished at any time under or in connection
with this Credit Agreement shall prove to have been incorrect, false or
misleading in any material respect on or as of the date made or deemed made; or

         (c) (i) Any Credit Party shall fail to perform, comply with or observe
any term, covenant or agreement applicable to it contained in Sections 5.3(a),
5.4(a) or 5.9 or in Section 6; or (ii) any Credit Party shall fail to perform,
comply with or observe any covenant or agreement contained in Section 5.1 and
such failure shall continue unremedied for a period of five Business Days; or
(iii) any Credit Party shall fail to comply with any other covenant contained in
this Credit Agreement or the other Credit Documents or any other agreement,
document or instrument among any Credit Party, the Administrative Agent and the
Lenders or executed by any Credit Party in favor of the Administrative Agent or
the Lenders (other than as described in Sections 7.1(a), 7.1(b), 7.1(c)(i) or
7.1(c)(ii) above), and in the event such breach or failure to comply is capable
of cure, is not cured within thirty (30) days of the date on which such Credit
Party shall have obtained knowledge of its occurrence, by notice from the Agent
or any Lender, or otherwise; or

         (d) Any Credit Party or any Material Subsidiary shall (i) default in
any payment of principal of or interest on any Indebtedness (other than the
Notes) in a principal amount outstanding of at least $5,000,000 in the aggregate
for the Credit Parties and their Subsidiaries beyond the period of grace (not to
exceed 30 days), if any, provided in the instrument or agreement under which
such Indebtedness was created or (ii) default in the observance or performance
of any other agreement or condition relating to any Indebtedness in a principal
amount outstanding of at least $5,000,000 in the aggregate for the Credit
Parties or their Subsidiaries or contained in any instrument or agreement
evidencing, securing or relating thereto, or any other event shall occur or
condition exist, the effect of which default or other event or condition is to
cause, or to permit the holder or holders of such Indebtedness or beneficiary or
beneficiaries of such Indebtedness (or a trustee or agent on behalf of such
holder or holders or beneficiary or beneficiaries) to cause, with the giving of
notice if required, such Indebtedness to become due prior to its stated
maturity; or

         (e) (i) Any Credit Party or any Material Subsidiary shall commence any
case, proceeding or other action (A) under any existing or future law of any
jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
reorganization or relief of debtors, seeking to have an order for relief entered
with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or
seeking reorganization, arrangement, adjustment, winding-up, liquidation,
dissolution, composition or other relief with respect to it or its debts, or (B)
seeking appointment of a receiver, trustee, custodian, conservator or other
similar official for it or for all or any substantial part of its assets, or any
Credit Party or any Material Subsidiary shall make a general assignment for the
benefit of its creditors; or (ii) there shall be commenced against any Credit
Party or any Material Subsidiary any case, proceeding or other action of a
nature referred to in clause (i) above which (A) results in the entry of an
order for relief or any such adjudication or appointment or (B) remains
undismissed, undischarged or unbonded for a period of 60 days; or (iii) there
shall be commenced against any Credit Party or any Material Subsidiary any case,
proceeding or other action seeking issuance of a warrant of attachment,
execution, distraint or similar process against all or any substantial part of
its assets which results in the entry of an order for any such relief which
shall not have been vacated, discharged, or stayed or bonded pending appeal
within 60 days from the entry thereof; or (iv) any Credit Party or any Material
Subsidiary shall take any action in furtherance of, or indicating its consent
to, approval of, or acquiescence in, any of the acts set forth in clauses (i),
(ii), or (iii) above; or (v) any Credit Party or any Material Subsidiary shall
generally not, or shall be unable to, or shall admit in writing its inability
to, pay its debts as they become due; or

         (f) One or more judgments or decrees shall be entered against any
Credit Party or any Material Subsidiary involving in the aggregate a liability
(to the extent not paid when due or covered by insurance) of $5,000,000 or more
and all such judgments or decrees shall not have been paid and satisfied,
vacated, discharged, stayed or bonded pending appeal within 30 days from the
entry thereof; or

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

         (h) There shall occur a Change of Control; or

         (i) The US Guaranty, any Foreign Guaranty or any provision thereof
shall cease to be in full force and effect or any US Guarantor, any Foreign
Guarantor or any Person acting by or on behalf of any such guarantor shall deny
or disaffirm any such guarantor's obligations under the US Guaranty or any
Foreign Guaranty; or

         (j) Any other Credit Document shall fail to be in full force and effect
or to give the Administrative Agent and/or the Lenders the rights, powers and
privileges purported to be created thereby, or any Credit Party or any Person
acting by or on behalf of any Credit Party shall deny or disaffirm any Credit
Party Obligation.

         7.2      Acceleration; Remedies.

         Upon the occurrence and during the continuance of an Event of Default,
the Administrative Agent may, or upon the request and direction of the Required
Lenders shall, by written notice to the Company take any of the following
actions (including any combination of such actions):

                  (a) Termination of Commitments. Declare the Commitments
         terminated whereupon the Commitments shall be immediately terminated.

                  (b) Acceleration. Declare the unpaid principal of and any
         accrued interest in respect of all Loans and any and all other
         indebtedness or obligations (including, without limitation, Fees) of
         any and every kind owing by any Credit Party to the Administrative
         Agent and/or any of the Lenders hereunder to be due and direct the
         Company to pay to the Administrative Agent cash collateral as security
         for the LOC Obligations for subsequent drawings under then outstanding
         Letters of Credit an amount equal to 105% of the maximum amount which
         may be drawn under Letters of Credit then outstanding, whereupon the
         same shall be immediately due and payable without presentment, demand,
         protest or other notice of any kind, all of which are hereby waived by
         each Credit Party.

                  (c) Enforcement of Rights. Exercise any and all rights and
         remedies created and existing under the Credit Documents, whether at
         law or in equity.

                  (d) Rights Under Applicable Law. Exercise any and all rights
         and remedies available to the Administrative Agent or the Lenders under
         applicable law.

Notwithstanding the foregoing, if an Event of Default specified in Section
7.1(e) shall occur, then the Commitments shall automatically terminate and all
Loans, all accrued interest in respect thereof, all accrued and unpaid Fees and
other indebtedness or obligations owing to the Administrative Agent and/or any
of the Lenders hereunder automatically shall immediately become due and payable
without presentment, demand, protest or the giving of any notice or other action
by the Administrative Agent or the Lenders, all of which are hereby waived by
the Company.


                                    SECTION 8
                                AGENCY PROVISIONS

         8.1      Appointment.

         Each Lender hereby irrevocably designates and appoints Wachovia as the
Administrative Agent of such Lender under this Credit Agreement, and each such
Lender irrevocably authorizes Wachovia, as the Administrative Agent for such
Lender, to take such action on its behalf under the provisions of this Credit
Agreement and to exercise such powers and perform such duties as are expressly
delegated to the Administrative Agent by the terms of this Credit Agreement,
together with such other powers as are reasonably incidental thereto.
Notwithstanding any provision to the contrary elsewhere in this Credit
Agreement, the Administrative Agent shall not have any duties or
responsibilities, except those expressly set forth herein, or any fiduciary
relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Credit Agreement or otherwise exist against the Administrative Agent.

         8.2      Delegation of Duties.

         The Administrative Agent may execute any of its duties under this
Credit Agreement by or through agents or attorneys-in-fact and shall be entitled
to advice of counsel concerning all matters pertaining to such duties. The
Administrative Agent shall not be responsible for the negligence or misconduct
of any agents or attorneys-in-fact selected by it with reasonable care. Without
limiting the foregoing, the Administrative Agent may appoint one of its
affiliates as its agent to perform the functions of the Administrative Agent
hereunder relating to the advancing of funds to the Company and distribution of
funds to the Lenders and to perform such other related functions of the
Administrative Agent hereunder as are reasonably incidental to such functions.

         8.3      Exculpatory Provisions.

         Neither the Administrative Agent nor any of its officers, directors,
employees, agents, attorneys-in-fact or affiliates shall be (a) liable for any
action lawfully taken or omitted to be taken by it or such Person under or in
connection with this Credit Agreement (except for its or such Person's own gross
negligence or willful misconduct) or (b) responsible in any manner to any of the
Lenders for any recitals, statements, representations or warranties made by any
Credit Party or any officer thereof contained in this Credit Agreement or in any
certificate, report, statement or other document referred to or provided for in,
or received by the Administrative Agent under or in connection with, this Credit
Agreement or for the value, validity, effectiveness, genuineness, enforceability
or sufficiency of any of the Credit Documents or for any failure of any Credit
Party to perform its obligations hereunder or thereunder. The Administrative
Agent shall not be under any obligation to any Lender to ascertain or to inquire
as to the observance or performance by any Credit Party of any of the agreements
contained in, or conditions of, this Credit Agreement, or to inspect the
properties, books or records of any Credit Party.

         8.4      Reliance by Administrative Agent.

         The Administrative Agent shall be entitled to rely, and shall be fully
protected in relying, upon any Note, writing, resolution, notice, consent,
certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype
message, statement, order or other document or conversation believed by it in
good faith to be genuine and correct and to have been signed, sent or made by
the proper Person or Persons and upon advice and statements of legal counsel
(including, without limitation, counsel to the Credit Parties), independent
accountants and other experts selected by the Administrative Agent. The
Administrative Agent may deem and treat the payee of any Note as the owner
thereof for all purposes unless (a) a written notice of assignment, negotiation
or transfer thereof shall have been filed with the Administrative Agent and (b)
the Administrative Agent shall have received the written agreement of such
assignee to be bound hereby as fully and to the same extent as if such assignee
were an original Lender party hereto, in each case in form satisfactory to the
Administrative Agent. The Administrative Agent shall be fully justified in
failing or refusing to take any action under this Credit Agreement unless it
shall first receive such advice or concurrence of the Required Lenders as it
deems appropriate or it shall first be indemnified to its satisfaction by the
Lenders against any and all liability and expense which may be incurred by it by
reason of taking or continuing to take any such action. The Administrative Agent
shall in all cases be fully protected in acting, or in refraining from acting,
under any of the Credit Documents in accordance with a request of the Required
Lenders or all of the Lenders, as may be required under this Credit Agreement,
and such request and any action taken or failure to act pursuant thereto shall
be binding upon all the Lenders and all future holders of the Notes.

         8.5      Notice of Default.

         The Administrative Agent shall not be deemed to have knowledge or
notice of the occurrence of any Default or Event of Default hereunder unless the
Administrative Agent has received notice from a Lender or the Company referring
to this Credit Agreement, describing such Default or Event of Default and
stating that such notice is a "notice of default". In the event that the
Administrative Agent receives such a notice, the Administrative Agent shall give
prompt notice thereof to the Lenders. The Administrative Agent shall take such
action with respect to such Default or Event of Default as shall be reasonably
directed by the Required Lenders; provided, however, that unless and until the
Administrative Agent shall have received such directions, the Administrative
Agent may (but shall not be obligated to) take such action, or refrain from
taking such action, with respect to such Default or Event of Default as it shall
deem advisable in the best interests of the Lenders except to the extent that
this Credit Agreement expressly requires that such action be taken, or not
taken, only with the consent or upon the authorization of the Required Lenders,
or all of the Lenders, as the case may be.

         8.6      Non-Reliance on Administrative Agent and Other Lenders.


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

         8.7      Indemnification.

         The Lenders agree to indemnify the Administrative Agent in its capacity
hereunder (to the extent not reimbursed by the Credit Parties and without
limiting the obligation of the Credit Parties to do so), ratably according to
their respective Commitment Percentages in effect on the date on which
indemnification is sought under this Section, from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind whatsoever which may at any time
(including, without limitation, at any time following the payment of the Loans)
be imposed on, incurred by or asserted against the Administrative Agent in any
way relating to or arising out of any Credit Document or any documents
contemplated by or referred to herein or therein or the transactions
contemplated hereby or thereby or any action taken or omitted by the
Administrative Agent under or in connection with any of the foregoing; provided,
however, that no Lender shall be liable for the payment of any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements to the extent resulting from the Administrative
Agent's gross negligence or willful misconduct, as determined by a court of
competent jurisdiction pursuant to a final non-appealable judgment. The
agreements in this Section 8.7 shall survive the termination of this Credit
Agreement and payment of the Loans and all other amounts payable hereunder.

         8.8      Administrative Agent in Its Individual Capacity.

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

         8.9      Successor Administrative Agent.

         The Administrative Agent may resign as Administrative Agent upon 30
days' prior notice to the Company and the Lenders. If the Administrative Agent
shall resign as Administrative Agent under this Credit Agreement and the other
Credit Documents, then the Required Lenders shall appoint from among the Lenders
a successor agent for the Lenders, which successor agent shall be approved by
the Company (so long as no Event of Default has occurred and is continuing),
whereupon such successor agent shall succeed to the rights, powers and duties of
the Administrative Agent, and the term "Administrative Agent" shall mean such
successor agent effective upon such appointment and approval, and the former
Administrative Agent's rights, powers and duties as Administrative Agent shall
be terminated, without any other or further act or deed on the part of such
former Administrative Agent or any of the parties to this Credit Agreement or
any holders of the Notes. After any retiring Administrative Agent's resignation
as Administrative Agent, the provisions of this Section 8.9 shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent under this Credit Agreement.

         8.10     Patriot Act Notice.

         Each Lender and the Administrative Agent (for itself and not on behalf
of any other party) hereby notifies the Company and each other Credit Party
that, pursuant to the requirements of the USA Patriot Act, Title III of Pub. L.
107-56, signed into law October 26, 2001 (the "Patriot Act"), it is required to
obtain, verify and record information that identifies the Company and each other
Credit Party, which information includes the name and address of the Company,
each other Credit Party and other information that will allow such Lender or the
Administrative Agent, as applicable, to identify the Company and each other
Credit Party in accordance with the Patriot Act.

         8.11     Other Agents, Arrangers and Managers.

         None of the Lenders or other Persons identified on the front page or
signature pages of this Credit Agreement as "Syndication Agent," "Lead Arranger"
or "Book Runner" shall have any right, power, obligation, liability,
responsibility or duty under this Credit Agreement other than, in the case of
the Syndication Agent, those applicable to all Lenders as such. Without limiting
the foregoing, none of the Lenders or other Persons so identified shall have or
be deemed to have any fiduciary relationship with any Lender. Each Lender
acknowledges that it has not relied, and will not rely, on any of the Lenders or
other Persons so identified in deciding to enter into this Credit Agreement or
in taking or not taking action hereunder.


                                    SECTION 9
                                    GUARANTY

         9.1      The US Guaranty.


         In order to induce the Lenders to enter into this Credit Agreement and
any Hedging Agreement Provider to enter into any Hedging Agreement and to extend
credit hereunder and thereunder and in recognition of the direct benefits to be
received by the US Guarantors from the Extensions of Credit hereunder and any
Hedging Agreement, each of the US Guarantors hereby agrees with the
Administrative Agent and the Lenders as follows: each US Guarantor hereby
unconditionally and irrevocably jointly and severally guarantees as primary
obligor and not merely as surety the full and prompt payment when due, whether
upon maturity, by acceleration or otherwise, of any and all indebtedness of the
Credit Parties owed to the Administrative Agent, the Lenders and the Hedging
Agreement Providers. If any or all of the indebtedness becomes due and payable
hereunder or under any Hedging Agreement with a Hedging Agreement Provider, each
US Guarantor unconditionally promises to pay such indebtedness to the
Administrative Agent, the Lenders, the Hedging Agreement Providers, or their
respective order, or demand, together with any and all reasonable expenses which
may be incurred by the Administrative Agent, the Lenders or the Hedging
Agreement Providers in collecting any of the Credit Party Obligations. The word
"indebtedness" is used in this Article X in its most comprehensive sense and
includes any and all advances, debts, obligations and liabilities of the Credit
Parties, including specifically all Credit Party Obligations, arising in
connection with this Credit Agreement, the other Credit Documents or Hedging
Agreement with a Hedging Agreement Provider, in each case, heretofore, now, or
hereafter made, incurred or created, whether voluntarily or involuntarily,
absolute or contingent, liquidated or unliquidated, determined or undetermined,
whether or not such indebtedness is from time to time reduced, or extinguished
and thereafter increased or incurred, whether the Credit Parties may be liable
individually or jointly with others, whether or not recovery upon such
indebtedness may be or hereafter become barred by any statute of limitations,
and whether or not such indebtedness may be or hereafter become otherwise
unenforceable.

         Notwithstanding any provision to the contrary contained herein or in
any other of the Credit Documents, to the extent the obligations of a US
Guarantor shall be adjudicated to be invalid or unenforceable for any reason
(including, without limitation, because of any applicable law relating to
fraudulent conveyances or transfers) then the obligations of each such US
Guarantor hereunder shall be limited to the maximum amount that is permissible
under applicable law (including, without limitation, the Bankruptcy Code or its
non-U.S. equivalent).

         9.2      Bankruptcy.

         Additionally, each of the US Guarantors unconditionally and irrevocably
guarantees jointly and severally the payment of any and all Credit Party
Obligations to the Lenders and any Hedging Agreement Provider whether or not due
or payable by the Credit Parties upon the occurrence of any of the events
specified in Section 7.1(e) as applicable to the Credit Parties or any
Subsidiaries of the Credit Parties, and unconditionally promises to pay such
Credit Party Obligations to the Administrative Agent for the account of the
Lenders and to any such Hedging Agreement Provider, or order, on demand, in
lawful money of the United States. Each of the US Guarantors further agrees that
to the extent that any Credit Party shall make a payment or a transfer of an
interest in any property to the Administrative Agent, any Lender or any Hedging
Agreement Provider, which payment or transfer or any part thereof is
subsequently invalidated, declared to be fraudulent or preferential, or
otherwise is avoided, and/or required to be repaid to such Credit Party, the
estate of such Credit Party, a trustee, receiver or any other party under any
bankruptcy law, state or federal law, common law or other applicable law or
equitable cause, then to the extent of such avoidance or repayment, the
obligation or part thereof intended to be satisfied shall be revived and
continued in full force and effect as if said payment had not been made.

         9.3      Nature of Liability.

         The liability of each US Guarantor hereunder is exclusive and
independent of any security for or other guaranty of the Credit Party
Obligations of the Credit Parties whether executed by any such US Guarantor, any
other guarantor or by any other party, and no US Guarantor's liability hereunder
shall be affected or impaired by (a) any direction as to application of payment
by any Credit Party or by any other party, or (b) any other continuing or other
guaranty, undertaking or maximum liability of a guarantor or of any other party
as to the Credit Party Obligations, or (c) any payment on or in reduction of any
such other guaranty or undertaking, or (d) any dissolution, termination or
increase, decrease or change in personnel by any Credit Party, or (e) any
payment made to the Administrative Agent, the Lenders or any Hedging Agreement
Provider on the Credit Party Obligations that the Administrative Agent, such
Lenders or such Hedging Agreement Provider repay any Credit Party pursuant to
court order in any bankruptcy, reorganization, arrangement, moratorium or other
debtor relief proceeding, and each of the US Guarantors waives any right to the
deferral or modification of its obligations hereunder by reason of any such
proceeding.

         9.4      Independent Obligation.

         The obligations of each US Guarantor hereunder are independent of the
obligations of any other guarantor or any Credit Party, and a separate action or
actions may be brought and prosecuted against each US Guarantor whether or not
action is brought against any other guarantor or Credit Party and whether or not
any other US Guarantor or Credit Party is joined in any such action or actions.

         9.5      Authorization.

         Each of the US Guarantors authorizes the Administrative Agent, each
Lender and each Hedging Agreement Provider without notice or demand (except as
shall be required by applicable law and cannot be waived), and without affecting
or impairing its liability hereunder, from time to time to (a) renew,
compromise, extend, increase, accelerate or otherwise change the time for
payment of, or otherwise change the terms of the Credit Party Obligations or any
part thereof in accordance with this Credit Agreement and any Hedging Agreement,
as applicable, including any increase or decrease of the rate of interest
thereon, (b) take and hold security, if any, from any US Guarantor or any other
party for the payment of this US Guaranty or the Credit Party Obligations and
exchange, enforce waive and release any such security, (c) apply such security,
if any, and direct the order or manner of sale thereof as the Administrative
Agent and the Lenders in their discretion may determine and (d) release or
substitute any one or more endorsers, US Guarantors, Credit Parties or other
obligors.

         9.6      Reliance.


         It is not necessary for the Administrative Agent, the Lenders or any
Hedging Agreement Providers to inquire into the capacity or powers of the Credit
Parties or the officers, directors, members, partners or agents acting or
purporting to act on its behalf, and any indebtedness made or created in
reliance upon the professed exercise of such powers shall be guaranteed
hereunder.

         9.7      Waiver.


                  (a) Each of the US Guarantors waives any right (except as
         shall be required by applicable law and cannot be waived) to require
         the Administrative Agent, any Lender or any Hedging Agreement Provider
         to (i) proceed against the Credit Parties, any other guarantor or any
         other party, (ii) proceed against or exhaust any security held from the
         Credit Parties, any other guarantor or any other party, or (iii) pursue
         any other remedy in the Administrative Agent's, any Lender's or any
         Hedging Agreement Provider's power whatsoever. Each of the US
         Guarantors waives any defense based on or arising out of any defense of
         the Credit Parties, any other guarantor or any other party other than
         payment in full of the Credit Party Obligations, including without
         limitation any defense based on or arising out of the disability of the
         Credit Parties, any other guarantor or any other party, or the
         unenforceability of the Credit Party Obligations or any part thereof
         from any cause, or the cessation from any cause of the liability of the
         Credit Parties other than payment in full of the Credit Party
         Obligations. The Administrative Agent or any of the Lenders may, at
         their election, foreclose on any security held by the Administrative
         Agent or a Lender by one or more judicial or nonjudicial sales, whether
         or not every aspect of any such sale is commercially reasonable (to the
         extent such sale is permitted by applicable law), or exercise any other
         right or remedy the Administrative Agent and any Lender may have
         against the Credit Parties or any other party, or any security, without
         affecting or impairing in any way the liability of any US Guarantor
         hereunder except to the extent the Credit Party Obligations have been
         paid in full. Each of the US Guarantors, to the extent permitted by
         law, waives any defense arising out of any such election by the
         Administrative Agent and each of the Lenders, even though such election
         operates to impair or extinguish any right of reimbursement or
         subrogation or other right or remedy of the US Guarantors against the
         Credit Parties or any other party or any security.

                  (b) Each of the US Guarantors waives all presentments, demands
         for performance, protests and notices, including without limitation
         notices of nonperformance, notice of protest, notices of dishonor,
         notices of acceptance of this US Guaranty, and notices of the
         existence, creation or incurring of new or additional Credit Party
         Obligations. Each US Guarantor assumes all responsibility for being and
         keeping itself informed of the Credit Parties' financial condition and
         assets, and of all other circumstances bearing upon the risk of
         nonpayment of the Credit Party Obligations and the nature, scope and
         extent of the risks which such US Guarantor assumes and incurs
         hereunder, and agrees that neither the Administrative Agent nor any
         Lender shall have any duty to advise such US Guarantor of information
         known to it regarding such circumstances or risks.

                  (c) Each of the US Guarantors hereby agrees it will not
         exercise any rights of subrogation which it may at any time otherwise
         have as a result of this US Guaranty (whether contractual, under
         Section 509 of the U.S. Bankruptcy Code, or otherwise) to the claims of
         the Lenders or the Hedging Agreement Provider against the Credit
         Parties or any other guarantor of the Credit Party Obligations owing to
         the Lenders or such Hedging Agreement Provider (collectively, the
         "Other Parties") and all contractual, statutory or common law rights of
         reimbursement, contribution or indemnity from any Other Party which it
         may at any time otherwise have as a result of this US Guaranty until
         such time as the Credit Party Obligations shall have been paid in full,
         no Credit Document or Hedging Agreement with a Hedging Agreement
         Provider remains in effect and the Commitments have been terminated.
         Each of the US Guarantors hereby further agrees not to exercise any
         right to enforce any other remedy which the Administrative Agent, the
         Lenders or any Hedging Agreement Provider now have or may hereafter
         have against any Other Party, any endorser or any other guarantor of
         all or any part of the Credit Party Obligations and any benefit of, and
         any right to participate in, any security or collateral given to or for
         the benefit of the Lenders and/or the Hedging Agreement Providers to
         secure payment of the Credit Party Obligations until such time as the
         Credit Party Obligations shall have been paid in full, no Credit
         Document or Hedging Agreement with a Hedging Agreement Provider remains
         in effect and the Commitments have been terminated.

         9.8      Limitation on Enforcement.

         The Lenders and the Hedging Agreement Providers agree that this US
Guaranty may be enforced only by the action of the Administrative Agent acting
upon the instructions of the Required Lenders or any such Hedging Agreement
Provider (only with respect to obligations under the applicable Hedging
Agreement entered into with such Hedging Agreement Provider) and that no Lender
or Hedging Agreement Provider shall have any right individually to seek to
enforce or to enforce this US Guaranty, it being understood and agreed that such
rights and remedies may be exercised by the Administrative Agent for the benefit
of the Lenders under the terms of this Credit Agreement and for the benefit of
any Hedging Agreement Provider under any Hedging Agreement provided by such
Hedging Agreement Provider. The Lenders and the Hedging Agreement Providers
further agree that this US Guaranty may not be enforced against any director,
officer, employee or stockholder of the US Guarantors.

         9.9      Confirmation of Payment.

         The Administrative Agent and the Lenders will, upon request after
payment of the Credit Party Obligations under the Credit Documents which are the
subject of this US Guaranty and termination of the Commitments relating thereto,
confirm to the Credit Parties or any other Person that the Credit Party
Obligations under the Credit Documents have been paid in full and the
Commitments relating thereto terminated, subject to the provisions of Section
9.2.

                                   SECTION 10
                                  MISCELLANEOUS

         10.1     Amendments and Waivers.

         Neither this Credit Agreement, nor any of the other Credit Documents,
nor any terms hereof or thereof may be amended, supplemented, waived or modified
except in accordance with the provisions of this Section. The Required Lenders
may, or, with the written consent of the Required Lenders, the Administrative
Agent may, from time to time, (a) enter into with the Company written
amendments, supplements or modifications hereto and to the other Credit
Documents for the purpose of adding any provisions to this Credit Agreement or
the other Credit Documents or changing in any manner the rights of the Lenders
or of the Company hereunder or thereunder or (b) waive, on such terms and
conditions as the Required Lenders may specify in such instrument, any of the
requirements of this Credit Agreement or the other Credit Documents or any
Default or Event of Default and its consequences; provided, however, that no
such waiver and no such amendment, waiver, supplement, modification or release
shall:

                  (i) reduce the amount or extend the scheduled date of maturity
         of any Loan or Note or any installment thereon or any LOC Obligation,
         or reduce the stated rate of any interest or fee payable hereunder
         (except in connection with a waiver of interest at the increased
         post-default rate) or extend the scheduled date of any payment thereof
         or increase the amount or extend the expiration date of any Lender's
         Commitment, in each case without the written consent of each Lender
         directly affected thereby; or

                  (ii) amend, modify or waive any provision of this Section 10.1
         or reduce the percentage specified in the definition of Required
         Lenders, without the written consent of all the Lenders; or

                  (iii) amend, modify or waive any provision of Section 9
         without the written consent of the then Administrative Agent; or

                  (iv) release all or substantially all of the US Guarantors and
         the Foreign Guarantors from their respective obligations under the US
         Guaranty and the Foreign Guaranties, as applicable, without the written
         consent of all the Lenders; or

                  (v) amend, modify or waive any provision of the Credit
         Documents requiring consent, approval or request of the Required
         Lenders or all Lenders, without the written consent of the Required
         Lenders or of all Lenders as appropriate; or

                  (vi) amend or modify the definition of Credit Party
         Obligations to delete or exclude any obligation or liability described
         therein without the written consent of each Lender and each Hedging
         Agreement Provider directly affected thereby; or

                  (vii) amend, modify or waive the order in which Credit Party
         Obligations are paid in Section 2.12(b) without the written consent of
         each Lender and each Hedging Agreement Provider directly affected
         thereby;

provided, further, that no amendment, waiver or consent affecting the rights or
duties of the Administrative Agent under any Credit Document shall in any event
be effective, unless in writing and signed by the Administrative Agent in
addition to the Lenders required hereinabove to take such action.

         Any such waiver, any such amendment, supplement or modification and any
such release shall apply equally to each of the Lenders and shall be binding
upon the Company, the Lenders, the other Credit Parties, the Administrative
Agent and all future holders of the Notes. In the case of any waiver, the
Company, the other Credit Parties, the Lenders and the Administrative Agent
shall be restored to their former position and rights hereunder and under the
outstanding Loans and Notes and other Credit Documents, and any Default or Event
of Default permanently waived shall be deemed to be cured and not continuing;
but no such waiver shall extend to any subsequent or other Default or Event of
Default, or impair any right consequent thereon.

         Notwithstanding any of the foregoing to the contrary, the consent of
the Company shall not be required for any amendment, modification or waiver of
the provisions of Article VIII (other than the provisions of Section 8.9);
provided, however, that the Administrative Agent will provide written notice to
the Company of any such amendment, modification or waiver. In addition, the
Company and the Lenders hereby authorize the Administrative Agent to modify this
Credit Agreement by unilaterally amending or supplementing Schedule 2.1(a) from
time to time in the manner requested by the Company, the Administrative Agent or
any Lender in order to reflect any assignments or transfers of the Loans as
provided for hereunder; provided further, however, that the Administrative Agent
shall promptly deliver a copy of any such modification to the Company and each
Lender.

         Notwithstanding the fact that the consent of all the Lenders is
required in certain circumstances as set forth above, (A) each Lender is
entitled to vote as such Lender sees fit on any bankruptcy reorganization plan
that affects the Loans, and each Lender acknowledges that the provisions of
Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent
provisions set forth herein and (B) the Required Lenders may consent to allow a
Credit Party to use cash collateral in the context of a bankruptcy or insolvency
proceeding.

         The Company shall be permitted to replace with a replacement financial
institution acceptable to the Administrative Agent any Lender (other than
Wachovia Bank, National Association) that fails to consent to any proposed
amendment, modification, termination, waiver or consent with respect to any
provision hereof or of any other Credit Document that requires the unanimous
approval of all of the Lenders, the approval of all of the Lenders affected
thereby or the approval of a class of Lenders, in each case in accordance with
the terms of this Section 10.1, so long as the consent of the Required Lenders
shall have been obtained with respect to such amendment, modification,
termination, waiver or consent; provided that (1) such replacement does not
conflict with any Requirement of Law, (2) the replacement financial institution
shall purchase, at par, all Loans and other amounts owing to such replaced
Lender on or prior to the date of replacement, (3) the replacement financial
institution shall approve the proposed amendment, modification, termination,
waiver or consent, (4) the Company shall be liable to such replaced Lender under
Section 2.17 if any LIBOR Rate Loan owing to such replaced Lender shall be
purchased other than on the last day of the Interest Period relating thereto,
(5) the replaced Lender shall be obligated to make such replacement in
accordance with the provisions of Section 10.6 (provided that the Company shall
be obligated to pay the registration and processing fee referred to therein),
(6) until such time as such replacement shall be consummated, the Company shall
pay to the replaced Lender all additional amounts (if any) required pursuant to
Section 2.15, 2.16 or 2.18(a), as the case may be, (7) the Company provides at
least three (3) Business Days' prior notice to such replaced Lender, and (8) any
such replacement shall not be deemed to be a waiver of any rights that the
Company, the Administrative Agent or any other Lender shall have against the
replaced Lender. In the event any replaced Lender fails to execute the
agreements required under Section 10.6 in connection with an assignment pursuant
to this Section 10.1, the Company may, upon two (2) Business Days' prior notice
to such replaced Lender, execute such agreements on behalf of such replaced
Lender. A Lender shall not be required to be replaced if, prior thereto, as a
result of a waiver by such Lender or otherwise, the circumstances entitling the
Company to require such replacement cease to apply.

         10.2     Notices.

                  (a) All notices, requests and demands to or upon the
         respective parties hereto to be effective shall be in writing
         (including by telecopy or other electronic communications as provided
         below), and, unless otherwise expressly provided herein, shall be
         deemed to have been duly given or made (a) when delivered by hand, (b)
         when transmitted via telecopy (or other facsimile device) to the number
         set out herein, (c) the day following the day on which the same has
         been delivered prepaid (or pursuant to an invoice arrangement) to a
         reputable national overnight air courier service, or (d) the third
         Business Day following the day on which the same is sent by certified
         or registered mail, postage prepaid, in each case addressed as follows
         in the case of the Company, the other Credit Parties and the
         Administrative Agent, and as set forth on Schedule 10.2 in the case of
         the Lenders, or to such other address as may be hereafter notified by
         the respective parties hereto and any future holders of the Notes:

                           if to the Company:

                                    Checkpoint Systems, Inc.
                                    101 Wolf Drive
                                    Thorofare, New Jersey 08086
                                    Attn:   Mr. Craig Burns,
                                    Chief Financial Officer and Treasurer
                                    Telephone:       (856) 384-3174
                                    Telecopy:        (856) 848-2042

                                    with a copy to:

                                    Checkpoint Systems, Inc.
                                    101 Wolf Drive
                                    Thorofare, New Jersey 08086
                                    Attn:  Ms. Regina Hurff
                                    Telephone:       (856) 384-3145
                                    Telecopy:        (856) 848-2042

                                    and a copy to:

                                    Stradley, Ronon, Stevens & Young, LLP
                                    2600 One Commerce Square, 26th Floor
                                    Philadelphia, Pennsylvania 19103
                                    Attn:  Mr. David Beavers
                                    Telephone:   (215) 564-8036
                                    Telecopy:     (215) 564-8120

                           if to the Administrative Agent:

                                    Wachovia Bank, National Association
                                    201 South College Street
                                    NC0608/CP8
                                    Charlotte, North Carolina  28288-0608
                                    Attention:  Callie Moses
                                    Telecopier:  (704) 383-0288
                                    Telephone:  (704) 383-1366

                                    with a copy to:

                                    Wachovia Bank, National Association
                                    One Wachovia Center, DC-6
                                    Charlotte, North Carolina  28288-0760
                                    Attention:    David Hall, Agency Management
                                    Telecopier:  (704) 383-6647
                                    Telephone:  (704) 383-3727

                  (b) Notices and other communications to the Lenders or the
         Administrative Agent hereunder may be delivered or furnished by
         electronic communication (including e-mail and Internet or intranet
         websites) pursuant to procedures approved by the Administrative Agent;
         provided that the foregoing shall not apply to notices to any Lender
         pursuant to Section 2 if such Lender, as applicable, has notified the
         Administrative Agent that it is incapable of receiving notices under
         such Section by electronic communication. The Administrative Agent or
         the Company 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.

                  Unless the Administrative Agent otherwise prescribes, (i)
         notices and other communications sent to an e-mail address shall be
         deemed received upon the sender's receipt of an acknowledgement from
         the intended recipient (such as by the "return receipt requested"
         function, as available, return e-mail or other written
         acknowledgement); provided that if such notice or other communication
         is not sent during the normal business hours of the recipient, such
         notice or communication shall be deemed to have been sent at the
         opening of business on the next business day for the recipient, and
         (ii) notices or communications posted to an Internet or intranet
         website shall be deemed received upon the deemed receipt by the
         intended recipient at its e-mail address as described in the foregoing
         clause (i) of notification that such notice or communication is
         available and identifying the website address therefor.

         10.3     No Waiver; Cumulative Remedies.

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

         10.4     Survival of Representations and Warranties.

         All representations and warranties made hereunder and in any document,
certificate or statement delivered pursuant hereto or in connection herewith
shall survive the execution and delivery of this Credit Agreement and the Notes
and the making of the Loans; provided that all such representations and
warranties shall terminate on the date upon which the Commitments have been
terminated and all Credit Party Obligations have been paid in full.

         10.5     Payment of Expenses and Taxes.

         The Credit Parties jointly and severally agree (a) to pay or reimburse
the Administrative Agent and the Lead Arranger for all their reasonable
out-of-pocket costs and expenses incurred in connection with the development,
preparation, negotiation, printing and execution of, and any amendment,
supplement or modification to, this Credit Agreement and the other Credit
Documents and any other documents prepared in connection herewith or therewith,
and the consummation and administration of the transactions contemplated hereby
and thereby, together with the reasonable fees and disbursements of counsel to
the Administrative Agent and the Lead Arranger, (b) to pay or reimburse each
Lender and the Administrative Agent for all its costs and expenses incurred in
connection with the enforcement or preservation of any rights under this Credit
Agreement and the other Credit Documents, including, without limitation, the
reasonable fees and disbursements of counsel to the Administrative Agent and to
the Lenders, (c) on demand, to pay, indemnify, and hold each Lender and the
Administrative Agent harmless from, any and all recording and filing fees and
any and all liabilities with respect to, or resulting from any delay in paying,
stamp, excise and other similar taxes, if any, which may be payable or
determined to be payable in connection with the execution and delivery of, or
consummation or administration of any of the transactions contemplated by, or
any amendment, supplement or modification of, or any waiver or consent under or
in respect of, the Credit Documents and any such other documents, (d) to pay or
reimburse each Lender and the Administrative Agent for any costs, fees or
expenses incurred in connection with any investigation (including, without
limitation, background checks) performed to determine whether the Company or any
of its Subsidiaries or any officer, director, shareholder or affiliate of the
Company or any of its Subsidiaries has violated any Anti-Terrorism Laws or other
similar law and (e) to pay, indemnify, and hold each Lender and the
Administrative Agent and their Affiliates harmless from and against, any and all
other liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs (including, without limitation, settlement costs), expenses or
disbursements of any kind or nature whatsoever with respect to the execution,
delivery, enforcement, performance and administration of the Credit Documents
and any such other documents and the use, or proposed use, of proceeds of the
Loans (all of the foregoing, collectively, the "Indemnified Liabilities");
provided, however, that the Company shall not have any obligation hereunder to
the Administrative Agent or any Lender with respect to Indemnified Liabilities
arising from the gross negligence or willful misconduct of the Administrative
Agent or any such Lender, as determined by a court of competent jurisdiction
pursuant to a final non-appealable judgment. The agreements in this Section 10.5
shall survive repayment of the Loans, Notes and all other Credit Party
Obligations.

         10.6     Successors and Assigns; Participations; Purchasing Lenders.


         (a) This Credit Agreement shall be binding upon and inure to the
benefit of the Company, the Lenders, the Administrative Agent, all future
holders of the Notes and their respective successors and assigns, except that no
Credit Party may assign or transfer any of its rights or obligations under this
Credit Agreement or the other Credit Documents without the prior written consent
of each Lender.

         (b) Any Lender may, in the ordinary course of its commercial banking
business and in accordance with applicable law, at any time sell to one or more
banks or other entities ("Participants") participating interests in any Loan
owing to such Lender, any Note held by such Lender, any Commitment of such
Lender, or any other interest of such Lender hereunder. In the event of any such
sale by a Lender of participating interests to a Participant, such Lender's
obligations under this Credit Agreement to the other parties to this Credit
Agreement shall remain unchanged, such Lender shall remain solely responsible
for the performance thereof, such Lender shall remain the holder of any such
Note for all purposes under this Credit Agreement, and the Company and the
Administrative Agent shall continue to deal solely and directly with such Lender
in connection with such Lender's rights and obligations under this Credit
Agreement. No Lender shall transfer or grant any participation under which the
Participant shall have rights to approve any amendment to or waiver of this
Credit Agreement or any other Credit Document except to the extent such
amendment or waiver would (i) extend the scheduled maturity of any Loan or Note
or any installment thereon in which such Participant is participating, or reduce
the stated rate or extend the time of payment of interest or fees thereon
(except in connection with a waiver of interest at the increased post-default
rate) or reduce the principal amount thereof, or increase the amount of the
Participant's participation over the amount thereof then in effect (it being
understood that a waiver of any Default or Event of Default shall not constitute
a change in the terms of such participation, and that an increase in any
Commitment or Loan shall be permitted without consent of any Participant if the
Participant's participation is not increased as a result thereof), (ii) release
all or substantially all of the US Guarantors and Foreign Guarantors from their
respective obligations under the US Guaranty and Foreign Guaranties, as
applicable, or (iii) consent to the assignment or transfer by any Credit Party
of any of its rights and obligations under this Credit Agreement. In the case of
any such participation, the Participant shall not have any rights under this
Credit Agreement or any of the other Credit Documents (the Participant's rights
against such Lender in respect of such participation to be those set forth in
the agreement executed by such Lender in favor of the Participant relating
thereto) and all amounts payable by the Company hereunder shall be determined as
if such Lender had not sold such participation; provided that each Participant
shall be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 10.5 with
respect to its participation in the Commitments and the Loans outstanding from
time to time; provided further, that no Participant shall be entitled to receive
any greater amount pursuant to such Sections than the transferor Lender would
have been entitled to receive in respect of the amount of the participation
transferred by such transferor Lender to such Participant had no such transfer
occurred.

         (c) Any Lender may, in the ordinary course of its lending business and
in accordance with applicable law, at any time, sell or assign to any Lender or
any Affiliate or Related Fund thereof and, with the consent of the
Administrative Agent and, so long as no Default or Event of Default has occurred
and is continuing, the Company (in each case, which consent shall not be
unreasonably withheld or delayed), to one or more additional banks or financial
institutions or entities ("Purchasing Lenders"), all or any part of its rights
and obligations under this Credit Agreement and the Notes in minimum amounts of
$2,500,000 with respect to its Commitment and Loans (or, if less, the entire
amount of such Lender's obligations), pursuant to a Commitment Transfer
Supplement, executed by such Purchasing Lender and such transferor Lender (and,
to the extent required above, the Administrative Agent and the Company), and
delivered to the Administrative Agent for its acceptance and recording in the
Register; provided that, except in the case of an assignment to a Lender, an
Affiliate of a Lender or Related Fund or an assignment of the entire remaining
amount of the assigning Lender's Commitment and the Loans at the time owing to
it, the principal outstanding balance of the Loans of the transferor Lender
subsequent to the effectiveness of the Commitment Transfer Supplement shall not
be less than $2,500,000, unless each of the Administrative Agent and, so long as
no Event of Default has occurred and is continuing, the Company otherwise
consent (each such consent not to be unreasonably withheld or delayed). Upon
such execution, delivery, acceptance and recording, from and after the Transfer
Effective Date specified in such Commitment Transfer Supplement, (x) the
Purchasing Lender thereunder shall be a party hereto and, to the extent provided
in such Commitment Transfer Supplement, have the rights and obligations of a
Lender hereunder with a Commitment as set forth therein, and (y) the transferor
Lender thereunder shall, to the extent provided in such Commitment Transfer
Supplement, be released from its obligations under this Credit Agreement (and,
in the case of a Commitment Transfer Supplement covering all or the remaining
portion of a transferor Lender's rights and obligations under this Credit
Agreement, such transferor Lender shall cease to be a party hereto; provided,
however, that such Lender shall still be entitled to any indemnification rights
hereunder). Such Commitment Transfer Supplement shall be deemed to amend this
Credit Agreement to the extent, and only to the extent, necessary to reflect the
addition of such Purchasing Lender and the resulting adjustment of Commitment
Percentages arising from the purchase by such Purchasing Lender of all or a
portion of the rights and obligations of such transferor Lender under this
Credit Agreement and the Notes. On or prior to the Transfer Effective Date
specified in such Commitment Transfer Supplement, the Company shall execute and
deliver to the Administrative Agent in exchange for the Notes delivered to the
Administrative Agent pursuant to such Commitment Transfer Supplement new Notes
to the order of such Purchasing Lender, to the extent requested by such
Purchasing Lender, in an amount equal to the Commitment assumed by it pursuant
to such Commitment Transfer Supplement and, unless the transferor Lender has not
retained a Commitment hereunder, new Notes to the order of the transferor Lender
in an amount equal to the Commitment retained by it hereunder. Such new Notes
shall be dated the Closing Date and shall otherwise be in the form of the Notes
replaced thereby. The Notes surrendered by the transferor Lender shall be
returned by the Administrative Agent to the Company marked "canceled".

         (d) The Administrative Agent shall maintain at its address referred to
in Section 10.2 a copy of each Commitment Transfer Supplement delivered to it
and a register (the "Register") for the recordation of the names and addresses
of the Lenders and the Commitment of, and principal amount of the Loans owing
to, each Lender from time to time. The entries in the Register shall be
conclusive, in the absence of manifest error, and the Company, the
Administrative Agent and the Lenders may treat each Person whose name is
recorded in the Register as the owner of the Loan recorded therein for all
purposes of this Credit Agreement. The Register shall be available for
inspection by the Company or any Lender at any reasonable time and from time to
time upon reasonable prior notice.

         (e) Upon its receipt of a duly executed Commitment Transfer Supplement,
together with payment to the Administrative Agent by the transferor Lender or
the Purchasing Lender, as agreed between them, of a registration and processing
fee of $3,500 for each Purchasing Lender listed in such Commitment Transfer
Supplement and the Notes subject to such Commitment Transfer Supplement, the
Administrative Agent shall (i) accept such Commitment Transfer Supplement, (ii)
record the information contained therein in the Register and (iii) give prompt
notice of such acceptance and recordation to the Lenders and the Company.

         (f) The Company authorizes each Lender to disclose to any Participant
or Purchasing Lender (each, a "Transferee") and any prospective Transferee any
and all financial information in such Lender's possession concerning the Company
and its Affiliates which has been delivered to such Lender by or on behalf of
the Company pursuant to this Credit Agreement or which has been delivered to
such Lender by or on behalf of the Company in connection with such Lender's
credit evaluation of the Company and its Subsidiaries prior to becoming a party
to this Credit Agreement, in each case subject to Section 10.15.

         (g) At the time of each assignment pursuant to this Section 10.6 to a
Person which is not already a Lender hereunder and which is not a United States
person (as such term is defined in Section 7701(a)(30) of the Code) for federal
income tax purposes, the respective assignee Lender shall provide to the Company
and the Administrative Agent the appropriate Internal Revenue Service Forms
(and, if applicable, a 2.18 Certificate) described in Section 2.18.

         (h) Nothing herein shall prohibit any Lender from pledging or assigning
any of its rights under this Credit Agreement (including, without limitation,
any right to payment of principal and interest under any Note) to any Federal
Reserve Bank in accordance with applicable laws.

         10.7     Adjustments; Set-off.

         (a) Each Lender agrees that if any Lender (a "Benefited Lender") shall
at any time receive any payment of all or part of its Loans, or interest
thereon, or receive any collateral in respect thereof (whether voluntarily or
involuntarily, by set-off, pursuant to events or proceedings of the nature
referred to in Section 7.1(e), or otherwise) in a greater proportion than any
such payment to or collateral received by any other Lender, if any, in respect
of such other Lender's Loans, or interest thereon, such Benefited Lender shall
purchase for cash from the other Lenders a participating interest in such
portion of each such other Lender's Loan, or shall provide such other Lenders
with the benefits of any such collateral, or the proceeds thereof, as shall be
necessary to cause such Benefited Lender to share the excess payment or benefits
of such collateral or proceeds ratably with each of the Lenders; provided,
however, that if all or any portion of such excess payment or benefits is
thereafter recovered from such Benefited Lender, such purchase shall be
rescinded, and the purchase price and benefits returned, to the extent of such
recovery, but without interest. The Company agrees that each Lender so
purchasing a portion of another Lender's Loans may exercise all rights of
payment (including, without limitation, rights of set-off) with respect to such
portion as fully as if such Lender were the direct holder of such portion.

         (b) In addition to any rights and remedies of the Lenders provided by
law (including, without limitation, other rights of set-off), each Lender shall
have the right, without prior notice to any Credit Party, any such notice being
expressly waived by the Credit Parties to the extent permitted by applicable
law, upon the occurrence of any Event of Default, to setoff and appropriate and
apply any and all deposits (general or special, time or demand, provisional or
final), in any currency, and any other credits, indebtedness or claims, in any
currency, in each case whether direct or indirect, absolute or contingent,
matured or unmatured, at any time held or owing by such Lender or any branch or
agency thereof to or for the credit or the account of any Credit Party, or any
part thereof in such amounts as such Lender may elect, against and on account of
the obligations and liabilities of the Company and the other Credit Parties to
such Lender hereunder and claims of every nature and description of such Lender
against the Company, in any currency, whether arising hereunder, under any other
Credit Document or any Hedging Agreement with a Hedging Agreement Provider
provided by such Lender pursuant to the terms of this Credit Agreement, as such
Lender may elect, whether or not such Lender has made any demand for payment and
although such obligations, liabilities and claims may be contingent or
unmatured. The aforesaid right of set-off may be exercised by such Lender
against the Credit Party or against any trustee in bankruptcy, debtor in
possession, assignee for the benefit of creditors, receiver or execution,
judgment or attachment creditor of any such Credit Party, or against anyone else
claiming through or against any such Credit Party or any such trustee in
bankruptcy, debtor in possession, assignee for the benefit of creditors,
receiver, or execution, judgment or attachment creditor, notwithstanding the
fact that such right of set-off shall not have been exercised by such Lender
prior to the occurrence of any Event of Default. Each Lender agrees promptly to
notify the applicable Credit Party and the Administrative Agent after any such
set-off and application made by such Lender; provided, however, that the failure
to give such notice shall not affect the validity of such set-off and
application.

         10.8     Table of Contents and Section Headings.

         The table of contents and the Section and subsection headings herein
are intended for convenience only and shall be ignored in construing this Credit
Agreement.

         10.9     Counterparts.

         This Credit Agreement may be executed by one or more of the parties to
this Credit Agreement on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
agreement.

         10.10    Effectiveness.

         This Credit Agreement shall become effective on the date on which all
of the parties have signed a copy hereof (whether the same or different copies)
and shall have delivered the same to the Administrative Agent (or counsel to the
Administrative Agent) or, in the case of the Lenders, shall have given to the
Administrative Agent written, telecopied or telex notice (actually received) at
such office that the same has been signed and mailed to it.

         10.11    Severability.

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

         10.12    Integration.

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

         10.13    GOVERNING LAW.


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

         10.14    Consent to Jurisdiction and Service of Process.


         All judicial proceedings brought against the Company and/or any other
Credit Party with respect to this Credit Agreement, any Note or any of the other
Credit Documents may be brought in the courts of the State of New York in New
York County or of the United States for the Southern District of New York, and,
by execution and delivery of this Credit Agreement, each of the Company and the
other Credit Parties accepts, for itself and in connection with its properties,
generally and unconditionally, the non-exclusive jurisdiction of the aforesaid
courts and irrevocably agrees to be bound by any final judgment rendered thereby
in connection with this Credit Agreement, any Note or any other Credit Document
from which no appeal has been taken or is available. Each of the Administrative
Agent, the Lenders, the Company and the other Credit Parties irrevocably agrees
that all service of process in any such proceedings in any such court may be
effected by mailing a copy thereof by registered or certified mail (or any
substantially similar form of mail), postage prepaid, to it at its address set
forth in Section 10.2 or at such other address of which the Administrative Agent
shall have been notified pursuant thereto, such service being hereby
acknowledged by each of the Company and the other Credit Parties to be effective
and binding service in every respect. Each of the Company, the Administrative
Agent and the Lenders irrevocably waives any objection, including, without
limitation, any objection to the laying of venue based on the grounds of forum
non conveniens which it may now or hereafter have to the bringing of any such
action or proceeding in any such jurisdiction. Nothing herein shall affect any
right that any party hereto may have to serve process in any other manner
permitted by law or shall limit the right of any Lender to bring proceedings
against the Company or the other Credit Parties in the court of any other
jurisdiction.

         10.15    Confidentiality.

         The Administrative Agent and each of the Lenders agrees that it will
use its reasonable best efforts not to disclose without the prior consent of the
Company (other than to its employees, affiliates, auditors or counsel or to
another Lender) any information with respect to the Company and its Subsidiaries
which is furnished pursuant to this Credit Agreement, any other Credit Document
or any documents contemplated by or referred to herein or therein and which is
designated by the Company to the Lenders in writing as confidential or as to
which it is otherwise reasonably clear such information is not public, except
that any Lender may disclose any such information (a) as has become generally
available to the public other than by a breach of this Section 10.15, (b) as may
be required or appropriate in any report, statement or testimony submitted to
any municipal, state or federal regulatory body having or claiming to have
jurisdiction over such Lender or to the Federal Reserve Board or the Federal
Deposit Insurance Corporation or the OCC or the NAIC or similar organizations
(whether in the United States or elsewhere) or their successors, (c) as may be
required or appropriate in response to any summons or subpoena or any law,
order, regulation or ruling applicable to such Lender, (d) to any prospective
Participant or assignee in connection with any contemplated transfer pursuant to
Section 10.6; provided that such prospective transferee shall have been made
aware of this Section 10.15, (e) to any actual or prospective counterparty (or
its advisors) to any Hedging Agreement relating to a Credit Party and its
obligations; provided that such prospective transferee shall have agreed to be
bound by the confidentiality provisions set forth in this Section, (f) to Gold
Sheets and other similar bank trade publications, such information to consist of
deal terms and other information regarding the credit facilities evidenced by
this Credit Agreement customarily found in such publications or (g) in
connection with any suit, action or proceeding for the purpose of defending
itself, reducing its liability, or protecting or exercising any of its claims,
rights, remedies or interests under or in connection with the Credit Documents
or any Hedging Agreement entered into with a Hedging Agreement Provider.

         10.16    Judgment Currency.

         If, for the purposes of obtaining judgment in any court, it is
necessary to convert a sum due hereunder or under any other Credit Document in
one currency into another currency, the rate of exchange used shall be that at
which in accordance with normal banking procedures the Administrative Agent
could purchase the first currency with such other currency on the Business Day
preceding that on which final judgment is given. The obligation of any Credit
Party in respect of any such sum due from it to the Administrative Agent or any
Lender hereunder or under the other Credit Documents shall, notwithstanding any
judgment in a currency (the "Judgment Currency") other than that in which such
sum is denominated in accordance with the applicable provisions of this Credit
Agreement (the "Agreement Currency"), be discharged only to the extent that on
the Business Day following receipt by the Administrative Agent or such Lender of
any sum adjudged to be so due in the Judgment Currency, the Administrative Agent
or such Lender may in accordance with normal banking procedures purchase the
Agreement Currency with the Judgment Currency. If the amount of the Agreement
Currency so purchased is less than the sum originally due to the Administrative
Agent or such Lender in the Agreement Currency, each Credit Party agrees, as a
separate obligation and notwithstanding any such judgment, to indemnify the
Administrative Agent or such Lender or the Person to whom such obligation was
owing against such loss. If the amount of the Agreement Currency so purchased is
greater than the sum originally due to the Administrative Agent or such Lender
in such currency, the Administrative Agent or such Lender agrees to return the
amount of any excess to the Borrower (or to any other Person who may be entitled
thereto under applicable law).

         10.17    Acknowledgments.

         The Company and the other Credit Parties each hereby acknowledges that:

         (a) it has been advised by counsel in the negotiation, execution and
delivery of each Credit Document;

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

         (c) no joint venture exists among the Lenders or among the Company and
the Lenders.

         10.18    Waivers of Jury Trial.

         THE BORROWERS, THE OTHER CREDIT PARTIES, THE ADMINISTRATIVE AGENT AND
THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE EXTENT
PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING
RELATING TO THIS CREDIT AGREEMENT OR ANY OTHER CREDIT DOCUMENT AND FOR ANY
COUNTERCLAIM THEREIN.

                                   SECTION 11
                  SPECIAL PROVISIONS APPLICABLE TO LENDERS UPON THE OCCURRENCE
OF A SHARING EVENT

         11.1     Participations.

         Upon the occurrence of a Sharing Event, the Lenders shall automatically
and without further action be deemed to have exchanged interests in the
outstanding Loans and outstanding Letters of Credit such that, in lieu of the
interests of each Lender in each Loan and each outstanding Letter of Credit,
such Lender shall hold an interest in all Revolving Loans and Swingline Loans,
made to the Borrowers and all outstanding Letters of Credit issued for the
account of such Persons or their Subsidiaries at such time, whether or not such
Lender shall previously have participated therein, equal to such Lender's
Exchange Percentage thereof. The foregoing exchanges shall be accomplished
automatically pursuant to this Section 11.1 through purchases and sales of
participations in the various Loans and outstanding Letters of Credit as
required hereby, although at the request of the Administrative Agent each Lender
hereby agrees to enter into customary participation agreements approved by the
Administrative Agent to evidence the same. All purchases and sales of
participating interests pursuant to this Section 11.1 shall be made in Dollars.
At the request of the Administrative Agent, each Lender which has sold
participations in any of its Loans and outstanding Letters of Credit as provided
above (through the Administrative Agent) will deliver to each Lender (through
the Administrative Agent) which has so purchased a participating interest
therein a participation certificate in the appropriate amount as determined in
conjunction with the Administrative Agent. It is understood that the amount of
funds delivered by each Lender shall be calculated on a net basis, giving effect
to both the sales and purchases of participations by the various Lenders as
required above.

         11.2     Administrative Agent's Determination Binding.

         All determinations by the Administrative Agent pursuant to this Section
11 shall be made by it in accordance with the provisions herein and with the
intent being to equitably share the credit risk for all Loans and Letters of
Credit and other Extensions of Credit hereunder in accordance with the
provisions hereof. Absent manifest error, all determinations by the
Administrative Agent hereunder shall be binding on the Credit Parties and each
of the Lenders. The Administrative Agent shall have no liability to any Credit
Party or Lender hereunder for any determinations made by it hereunder except to
the extent resulting from the Administrative Agent's gross negligence or willful
misconduct (as determined by a court of competent jurisdiction in a final and
non-appealable decision).

         11.3     Participation Payments in Dollars.

         Upon, and after, the occurrence of a Sharing Event (a) no further
Extensions of Credit shall be made, (b) all amounts from time to time accruing
with respect to, and all amounts from time to time payable on account of, Loans
denominated in Foreign Currencies (including, without limitation, any interest
and other amounts which were accrued but unpaid on the date of such Sharing
Event) shall be payable in Dollars (taking the Dollar Amount of such amounts on
the date payment is made with respect thereto) and shall be distributed by the
Administrative Agent for the account of the Lenders which made such Loans or are
participating therein and (c) all Commitments shall be automatically terminated.
Notwithstanding anything to the contrary contained above, the failure of any
Lender to purchase its participating interests as required above in any
Extensions of Credit upon the occurrence of a Sharing Event shall not relieve
any other Lender of its obligation hereunder to purchase its participating
interests in a timely manner, but no Lender shall be responsible for the failure
of any other Lender to purchase the participating interest to be purchased by
such other Lender on any date.

         11.4     Delinquent Participation Payments.

         If any amount required to be paid by any Lender pursuant to this
Section 11 is not paid to the Administrative Agent on the date upon which the
Sharing Event occurred, such Lender shall, in addition to such aforementioned
amount, also pay to the Administrative Agent on demand an amount equal to the
product of (a) the amount so required to be paid by such Lender for the purchase
of its participations, (b) the daily average Federal Funds Rate, during the
period from and including the date of request for payment to the date on which
such payment is immediately available to the Administrative Agent and (c) a
fraction the numerator of which is the number of days that elapsed during such
period and the denominator of which is 360. A certificate of the Administrative
Agent submitted to any Lender with respect to any amounts payable under this
Section 11 shall be conclusive in the absence of manifest error. Amounts payable
by any Lender pursuant to this Section 11 shall be paid to the Administrative
Agent for the account of the relevant Lenders; provided that, if the
Administrative Agent (in its sole discretion) has elected to fund on behalf of
such other Lender the amounts owing to such other Lenders, then the amounts
shall be paid to the Administrative Agent for its own account.

         11.5     Settlement of Participation Payments.

         Whenever, at any time after the relevant Lenders have received from any
other Lenders purchases of participations pursuant to this Section 11 and the
various Lenders receive any payment on account thereof, such Lenders will
distribute to the Administrative Agent, for the account of the various Lenders
participating therein, such Lenders' participating interests in such amounts
(appropriately adjusted, in the case of interest payments, to reflect the period
of time during which such participations were outstanding) in like funds as
received; provided, however, that in the event that such payment received by any
Lenders is required to be returned, the Lenders who received previous
distributions in respect of their participating interests therein will return to
the respective Lenders any portion thereof previously so distributed to them in
like funds as such payment is required to be returned by the respective Lenders.

         11.6     Participation Obligations Absolute.

         Each Lender's obligation to purchase participating interests pursuant
to this Section 11 shall be absolute and unconditional and shall not be affected
by any circumstance including, without limitation, (a) any setoff, counterclaim,
recoupment, defense or other right which such Lender may have against any other
Lender, any Credit Party or any other Person for any reason whatsoever, (b) the
occurrence or continuance of a Default or an Event of Default, (c) any adverse
change in the condition (financial or otherwise) of any Credit Party or any
other Person, (iv) any breach of this Agreement by any Credit Party, any Lender
or any other Person, or (v) any other circumstance, happening or event
whatsoever, whether or not similar to any of the foregoing.

         11.7     Increased Cost; Indemnities.

         Notwithstanding anything to the contrary contained elsewhere in this
Agreement, upon any purchase of participations as required above, (a) each
Lender which has purchased such participations shall be entitled to receive from
the Credit Parties any increased costs and indemnities (including, without
limitation, pursuant to Section 2.15, 2.16, 2.17, 2.18, 2.19 and 10.5) directly
from the Credit Parties to the same extent as if it were the direct Lender as
opposed to a participant therein and (b) each Lender which has sold such
participations shall be entitled to receive from the Credit Parties
indemnification from and against any and all Taxes imposed as a result of the
sale of the participations pursuant to this Section 11. Each Credit Party
acknowledges and agrees that, upon the occurrence of a Sharing Event and after
giving effect to the requirements of this Section 11, increased Taxes may be
owing by it pursuant to Section 2.18, which Taxes shall be paid (to the extent
provided in Section 2.18) by the respective Credit Party or Credit Parties,
without any claim that the increased Taxes are not payable because some resulted
from the participations effected as otherwise required by this Section 11.

         11.8     Provisions Solely to Effect Intercreditor Agreement.

         The provisions of this Section 11 are and are intended solely for the
purpose of effecting a sharing arrangement among the Lenders and reflects an
agreement among creditors. Except as contemplated by Sections 11.3 and 11.7,
none of the Credit Parties shall have any rights or obligations under this
Section 11. Nothing contained in this Section 11 is intended to or shall impair
the obligations of the Credit Parties, which are absolute and unconditional, to
pay the Credit Party Obligations as and when the same shall become due and
payable in accordance with their terms.

                  [Remainder of Page Intentionally Left Blank]






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

COMPANY:                  CHECKPOINT SYSTEMS, INC.,
                          a Pennsylvania corporation

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

FOREIGN BORROWERS:                  [NONE]


JAPANESE BORROWER:        CHECKPOINT MANUFACTURING JAPAN CO., LTD.


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


US GUARANTORS:            CHECKPOINT SECURITY SYSTEMS GROUP, INC.,
                          a Minnesota corporation


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

                          CHECKPOINT CARIBBEAN, INC.,
                          a Delaware corporation

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


                          CHECKPOINT SYSTEMS OF PUERTO RICO, INC.,
                          a Delaware corporation

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


FOREIGN GUARANTORS:                         [NONE]






LENDERS:                   WACHOVIA BANK, NATIONAL ASSOCIATION,

                           individually in its capacity as a Lender and in its
                           capacity as Administrative Agent

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








                          BANK OF TOKYO-MITSUBISHI TRUST COMPANY,
                          individually in its capacity as a Lender and in its
                          capacity as Syndication Agent



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





                          JPMORGAN CHASE BANK, N.A.
                          individually in its capacity as a Lender and in its
                          capacity as Documentation Agent

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






                          HARRIS TRUST AND SAVINGS BANK,
                          individually in its capacity as a Lender and in its
                          capacity as Documentation Agent

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





                          ING CAPITAL LLC,
                          individually in its capacity as a
                          Lender

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





                          COMERICA BANK,
                          individually in its capacity as a
                          Lender

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





                          Commerzbank AG, New York and Grand Cayman Branches
                          individually in its capacity as a
                          Lender

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

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







                          CITIZENS BANK OF PENNSYLVANIA,
                          individually in its capacity as a
                          Lender

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