CREDIT AGREEMENT

 

                                                                   EXHIBIT 10.2

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                                CREDIT AGREEMENT

                                      among

                              SAFELITE GLASS CORP.,

                          VARIOUS LENDING INSTITUTIONS,

                            THE CHASE MANHATTAN BANK,
                            AS ADMINISTRATIVE AGENT,

                             BANKERS TRUST COMPANY,
                              AS SYNDICATION AGENT,

                                       AND

                       GOLDMAN SACHS CREDIT PARTNERS L.P.,
                             AS DOCUMENTATION AGENT,

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

                          Dated as of December 20, 1996

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

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                               TABLE OF CONTENTS
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                                                                            Page

SECTION 1. Amount and Terms of Credit ......................................  1
           --------------------------  
     1.01 Commitments ......................................................  1
          -----------
     1.02 Minimum Borrowing Amounts, etc. ..................................  3
          ------------------------------
     1.03 Notice of Borrowing ..............................................  4
          -------------------
     1.04 Disbursement of Funds ............................................  4
          ---------------------
     1.05 Evidence of Debt .................................................  5
          ----------------
     1.06 Conversions ......................................................  6
          -----------
     1.07 Pro Rata Borrowings ..............................................  6
          -------------------
     1.08 Interest .........................................................  7
          --------
     1.09 Interest Periods .................................................  7
          ----------------
     1.10 Increased Costs, Illegality, etc. ................................  8
          --------------------------------
     1.11 Compensation ..................................................... 10
          ------------
     1.12 Change of Lending Office ......................................... 11
          ------------------------
     1.13 Replacement of Banks ............................................. 11
          --------------------

SECTION 2. Letters of Credit ............................................... 12
           -----------------
     2.01 Letters of Credit ................................................ 12
          -----------------
     2.02 Letter of Credit Requests; Notices of Issuance ................... 13
          ----------------------------------------------
     2.03 Agreement to Repay Letter of Credit Drawings ..................... 14
          --------------------------------------------
     2.04 Letter of Credit Participations .................................. 14
          -------------------------------
     2.05 Increased Costs .................................................. 16
          ---------------

SECTION 3. Fees; Commitments ............................................... 17
           -----------------
     3.01 Fees ............................................................. 17
          ----
     3.02 Voluntary Termination or Reduction of Commitments ................ 18
          -------------------------------------------------
     3.03 Mandatory Adjustments of Commitments, etc. ....................... 19
          -----------------------------------------

SECTION 4. Payments ........................................................ 20
           --------
     4.01 Voluntary Prepayments ............................................ 20
          ---------------------
     4.02 Mandatory Prepayments ............................................ 21
          ---------------------
     4.03 Method and Place of Payment ...................................... 25
          ---------------------------
     4.04 Net Payments ..................................................... 26
          ------------

SECTION 5. Conditions Precedent ............................................ 27
           --------------------
     5.01 Execution of Agreement; Notes .................................... 27
          -----------------------------
     5.02 No Default; Representations and Warranties ....................... 27
          ------------------------------------------
     5.03 Officer's Certificate ............................................ 28
          ---------------------
     5.04 Opinions of Counsel .............................................. 28
          -------------------
     5.05 Corporate Proceedings ............................................ 28
          ---------------------
     5.06 Adverse Change, etc. ............................................. 28
          -------------------
     5.07 Litigation ....................................................... 29
          ----------
     5.08 Approvals ........................................................ 29
          ---------
     5.09 Consummation of the Transaction .................................. 29
          -------------------------------

                                       (i)

                                                                            PAGE

     5.10 Security Documents................................................ 30
          ------------------
     5.11 Fees and Expenses................................................. 31
          -----------------
     5.12 Mortgages; Title Insurance........................................ 31
          --------------------------
     5.13 Existing Indebtedness Agreements; Shareholders' Agreements; 
          -----------------------------------------------------------
              Management Agreements; Tax Allocation Agreements.............. 32
              ------------------------------------------------
     5.14 Solvency Opinions; Evidence of Insurance.......................... 32
          ----------------------------------------
     5.15 Pro Forma Balance Sheet; Minimum EBITDA........................... 33
          ---------------------------------------
     5.16 Projections....................................................... 33
          -----------
     5.17 Existing Indebtedness............................................. 33
          ---------------------
     5.18 Payment of Fees................................................... 34
          ---------------
     5.19 Notice of Borrowing; Letter of Credit Request..................... 34
          ---------------------------------------------

SECTION 6. Representations, Warranties and Agreements....................... 34
           ------------------------------------------
     6.01 Corporate Status.................................................. 34
          ----------------
     6.02 Corporate Power and Authority..................................... 34
          -----------------------------
     6.03 No Violation...................................................... 35
          ------------
     6.04 Litigation........................................................ 35
          ----------
     6.05 Use of Proceeds; Margin Regulations............................... 35
          -----------------------------------
     6.06 Governmental Approvals............................................ 36
          ----------------------
     6.07 Investment Company Act............................................ 36
          ----------------------
     6.08 Public Utility Holding Company Act................................ 36
          ----------------------------------
     6.09 True and Complete Disclosure...................................... 36
          -----------------------------
     6.10 Financial Condition; Financial Statements......................... 36
          -----------------------------------------
     6.11 Security Interests................................................ 38
          ------------------
     6.12 Representations and Warranties in Other Documents................. 38
          -------------------------------------------------
     6.13 Transaction....................................................... 38
          -----------
     6.14 Special Purpose Corporation....................................... 38
          ---------------------------
     6.15 Compliance with ERISA............................................. 38
          ---------------------     
     6.16 Capitalization.................................................... 39
          --------------
     6.17 Subsidiaries...................................................... 40
          ------------
     6.18 Intellectual Property............................................. 40
          ---------------------
     6.19 Compliance with Statutes, etc. ................................... 40
          ------------------------------
     6.20 Environmental Matters............................................. 40
          ---------------------
     6.21 Properties........................................................ 41
          ----------
     6.22 Labor Relations................................................... 41
          ---------------
     6.23 Tax Returns and Payments.......................................... 41
          ------------------------
     6.24 Existing Indebtedness............................................. 42
          ---------------------
     6.25 Senior Subordinated Notes......................................... 42
          -------------------------
     6.26 LS Tax Sharing Agreement.......................................... 42
          ------------------------

SECTION 7. Affirmative Covenants............................................ 42
          ----------------------     
     7.01 Information Covenants............................................. 43
          ---------------------
     7.02 Books, Records and Inspections.................................... 46
          ------------------------------
     7.03 Insurance......................................................... 46
          ---------
     7.04 Payment of Taxes.................................................. 46
          ----------------
     7.05 Corporate Franchises.............................................. 46
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                                      (ii)

                                                                            PAGE
                                                                            ----

     11.01 Appointment......................................................  92
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     11.02 Delegation of Duties.............................................  92
           --------------------
     11.03 Exculpatory Provisions...........................................  92
           ----------------------
     11.04 Reliance by Administrative Agent.................................  93
           --------------------------------
     11.05 Notice of Default................................................  93
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     11.06 Nonreliance on Administrative Agent and other Banks..............  93
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     11.07 Indemnification..................................................  94
           ---------------
     11.08 Administrative Agent in its Individual Capacity..................  94
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     11.09 Holders..........................................................  95
           -------
     11.10 Resignation of the Administrative Agent; Successor                
           --------------------------------------------------
                Administrative Agent........................................  95
                --------------------
     11.11 Documentation Agent, Syndication Agent and Co-Agents.............  95
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     11.12 Letter of Credit Issuer..........................................  95
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SECTION 12. Miscellaneous...................................................  95
            -------------
     12.01 Payment of Expenses, etc. .......................................  95
           -------------------------
     12.02 Right of Setoff..................................................  96
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     12.03 Notices..........................................................  97
           -------
     12.04 Benefit of Agreement.............................................  97
           --------------------
     12.05 No Waiver; Remedies Cumulative...................................  99
           ------------------------------
     12.06 Payments Pro Rata................................................  99
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     12.07 Calculations; Computations....................................... 100
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     12.08 Governing Law; Submission to Jurisdiction; Venue................. 100
           ------------------------------------------------
     12.09 Counterparts..................................................... 101
           ------------
     12.10 Effectiveness.................................................... 101
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     12.11 Headings Descriptive............................................. 101
           --------------------
     12.12 Amendment or Waiver; etc. ....................................... 101
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     12.13 Survival......................................................... 102
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     12.14 Domicile of Loans................................................ 102
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     12.15 Confidentiality.................................................. 103
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     12.16 Waiver of Jury Trial............................................. 103
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     12.17 Integration...................................................... 103
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                                      (iv)

ANNEX I        List of Banks and Commitments
ANNEX II       Bank Addresses
SCHEDULE 2.01  Existing Letters of Credit
SCHEDULE 5.16  Projections
SCHEDULE 6.04  Litigation
SCHEDULE 6.16  Capital Stock of the Borrower
SCHEDULE 6.17  Subsidiaries
SCHEDULE 6.21  Real Properties
SCHEDULE 6.24  Existing Indebtedness
SCHEDULE 8.03  Existing Liens
SCHEDULE 8.06  Existing Investments

EXHIBIT A-1    Form of Notice of Borrowing
EXHIBIT A-2    Form of Letter of Credit Request
EXHIBIT B-1    Form of A Term Note
EXHIBIT B-2    Form of B Term Note
EXHIBIT B-3    Form of Revolving Note
EXHIBIT B-4    Form of Swingline Note
EXHIBIT C      Form of Section 4.04(b)(ii) Certificate
EXHIBIT D      Form of Opinion of Hutchins, Wheeler & Dittmar
EXHIBIT E      Form of Officers' Certificate
EXHIBIT F      Form of Pledge Agreement
EXHIBIT G      Form of Security Agreement
EXHIBIT H      Form of Subsidiary Guaranty
EXHIBIT I      Form of Subordination Provisions
EXHIBIT J      Form of Assignment and Assumption Agreement
EXHIBIT K      Form of Intercompany Note
EXHIBIT L      Form of Shareholder Subordinated Note

                                       (v)

          CREDIT AGREEMENT, dated as of December 20, 1996, among SAFELITE GLASS
CORP., a Delaware corporation (the "Borrower"), the lenders from time to time
party hereto (each a "Bank" and, collectively, the "Banks"), THE CHASE MANHATTAN
BANK, as Administrative Agent (in such capacity, the "Administrative Agent"),
BANKERS TRUST COMPANY, as Syndication Agent (in such capacity, the "Syndication
Agent"), and GOLDMAN SACHS CREDIT PARTNERS L.P., as Documentation Agent (in such
capacity, the "Documentation Agent"). Unless otherwise defined herein, all
capitalized terms used herein and defined in Section 10 are used herein as so
defined.

                              W I T N E S S E T H :
                              - - - - - - - - - -   

          WHEREAS, subject to and upon the terms and conditions herein set
forth, the Banks are willing to make available the credit facilities provided
for herein;

          NOW, THEREFORE, IT IS AGREED:

          SECTION 1. Amount and Terms of Credit.
                     --------------------------

          1.01 COMMITMENTS. (A) Subject to and upon the terms and conditions
herein set forth, each Bank severally agrees to make a loan or loans to the
Borrower which loans shall be drawn, to the extent such Bank has a commitment
under such Facility, under the A Term Loan Facility, the B Term Loan Facility
and the Revolving Credit Facility, as set forth below:

          (a) Each loan under the A Term Loan Facility (each an "A Term Loan"
     and, collectively, the "A Term Loans") (i) shall be made pursuant to a
     single drawing, which shall be on the Initial Borrowing Date, (ii) shall be
     denominated in U.S. Dollars, (iii) shall be made as Base Rate Loans or
     Eurodollar Loans and, except as hereinafter provided, may, at the option of
     the Borrower, be maintained as and/or converted into Base Rate Loans or
     Eurodollar Loans, PROVIDED that (x) all A Term Loans made by all Banks
     pursuant to the same Borrowing shall, unless otherwise specifically
     provided herein, consist entirely of A Term Loans of the same Type and (y)
     unless the Administrative Agent has determined that the Syndication Date
     has occurred (at which time this clause (y) shall no longer be applicable),
     no more than three Borrowings of A Term Loans to be maintained as
     Eurodollar Loans may be incurred prior to the 90th day after the Initial
     Borrowing Date (each of which Borrowings of Eurodollar Loans may only have
     an Interest Period of one month, and the first of which Borrowings may only
     be made on the Initial Borrowing Date, the second of which Borrowings may
     only be made on the last day of the Interest Period of the first such
     Borrowing and the third of which Borrowings may only be made on the last
     day of the Interest Period of the second such Borrowing), and (iv) shall
     not exceed for any Bank at the time of incurrence thereof on the Initial
     Borrowing Date that aggregate principal amount which equals the A Term Loan
     Commitment, if any, of such Bank at such time. Once repaid, A Term Loans
     may not be reborrowed.

          (b) Each loan under the B Term Loan Facility (each a "B Term Loan"
     and, collectively, the "B Term Loans") (i) shall be made pursuant to a
     single drawing, which shall be on the Initial Borrowing Date, (ii) shall be
     denominated in U.S. Dollars, (iii) shall be made as Base Rate Loans or
     Eurodollar Loans and, except as hereinafter provided, may, at the option of
     the Borrower, be maintained as and/or converted into Base Rate Loans or
     Eurodollar Loans, PROVIDED that (x) all B Term Loans made by all Banks
     pursuant to the same Borrowing shall, unless otherwise specifically
     provided herein, consist entirely of B Term Loans of the same Type and (y)
     unless the Administrative Agent has determined that the Syndication Date
     has occurred (at which time this clause (y) shall no longer be applicable),
     no more than three Borrowings of B Term Loans to be maintained as
     Eurodollar Loans may be incurred prior to the 90th day after the Initial
     Borrowing Date (each of which Borrowings of Eurodollar Loans may only have
     an Interest Period of one month, and the first of which Borrowings may only
     be made on the same date as the initial Borrowing of A Term Loans that are
     maintained as Eurodollar Loans, the second of which Borrowings may only be
     made on the last day of the Interest Period of the first such Borrowing and
     the third of which Borrowings may only be made on the last day of the
     Interest Period of the second such Borrowing) and (iv) shall not exceed for
     any Bank at the time of incurrence thereof on the Initial Borrowing Date
     that aggregate principal amount which equals the B Term Loan Commitment, if
     any, of such Bank at such time. Once repaid, B Term Loans may not be
     reborrowed.

          (c) Each loan under the Revolving Credit Facility (each a "Revolving
     Loan" and, collectively, the "Revolving Loans") (i) shall be made at any
     time and from time to time on or after the Initial Borrowing Date and prior
     to the Revolving Loan Maturity Date, (ii) shall be denominated in U.S.
     Dollars, (iii) except as hereinafter provided, may, at the option of the
     Borrower, be incurred and maintained as and/or converted into Base Rate
     Loans or Eurodollar Loans, PROVIDED that (x) all Revolving Loans made as
     part of the same Borrowing shall, unless otherwise specifically provided
     herein, consist of Revolving Loans of the same Type and (y) unless the
     Administrative Agent has determined that the Syndication Date has occurred
     (at which time this clause (y) shall no longer be applicable), no more than
     three Borrowings of Revolving Loans to be maintained as Eurodollar Loans
     may be incurred prior to the 90th day after the Initial Borrowing Date
     (each of which Borrowings of Eurodollar Loans may only have an Interest
     Period of one month, and the first of which Borrowings may only be made on
     the same date as the initial Borrowing of A Term Loans that are maintained
     as Eurodollar Loans, the second of which Borrowings may only be made on the
     last day of the Interest Period of the first such Borrowing and the third
     of which Borrowings may only be made on the last day of the Interest Period
     of the second such Borrowing), (iv) may be repaid and reborrowed in
     accordance with the provisions hereof and (v) shall not exceed for any Bank
     at any time outstanding that aggregate principal amount which equals such
     Bank's Revolving Percentage of the Total Unutilized Revolving Credit
     Commitment at such time.

          (B) Subject to and upon the terms and conditions herein set forth,
Chase in its individual capacity agrees to make at any time and from time to
time after the Initial Borrowing Date and prior to the Swingline Expiry Date, a
loan or loans to the Borrower (each a "Swingline Loan" and, collectively, the
"Swingline Loans"), which Swingline Loans (i) shall be made and maintained as
Base Rate Loans, (ii) shall be denominated in U.S. Dollars, (iii) may be repaid
and

                                       -2-

reborrowed in accordance with the provisions hereof, (iv) shall not exceed in
aggregate principal amount at any time outstanding, when combined with the
aggregate principal amount of all Revolving Loans then outstanding and the
Letter of Credit Outstandings (exclusive of Unpaid Drawings relating to Letters
of Credit which are repaid with the proceeds of, and simultaneously with the
incurrence of, the respective incurrence of such Swingline Loans) at such time,
an amount equal to the Total Revolving Credit Commitment then in effect and (v)
shall not exceed in aggregate principal amount at any time outstanding the
Maximum Swingline Amount. Chase shall not be obligated to make any Swingline
Loans at a time when a Bank Default exists unless Chase has entered into
arrangements satisfactory to it and the Borrower to eliminate Chase's risk with
respect to the Defaulting Bank's or Banks' participation in such Swingline
Loans, including by cash collateralizing such Defaulting Bank's or Banks'
Revolving Percentage of the outstanding Swingline Loans. Chase will not make a
Swingline Loan after it has received written notice from the Borrower or the
Required Banks stating that a Default or an Event of Default exists until such
time as Chase shall have received a written notice of (i) rescission of such
notice from the party or parties originally delivering the same or (ii) a waiver
of such Default or Event of Default from the Majority Banks under the Revolving
Credit Facility.

          (C) On any Business Day, Chase may, in its sole discretion, give
notice to the Revolving Banks that its outstanding Swingline Loans shall be
funded with a Borrowing of Revolving Loans (PROVIDED that each such notice shall
be deemed to have been automatically given upon the occurrence of a Default or
an Event of Default under Section 9.05 or upon the exercise of any of the
remedies provided in the last paragraph of Section 9), in which case a Borrowing
of Revolving Loans constituting Base Rate Loans (each such Borrowing, a
"Mandatory Borrowing") shall be made on the immediately succeeding Business Day
by all Revolving Banks PRO RATA based on each Revolving Bank's Revolving
Percentage, and the proceeds thereof shall be applied directly to repay Chase
for such outstanding Swingline Loans. Each Revolving Bank hereby irrevocably
agrees to make Base Rate Loans upon one Business Day's notice pursuant to each
Mandatory Borrowing in the amount and in the manner specified in the preceding
sentence and on the date specified in writing by Chase notwithstanding (i) that
the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing
Amount otherwise required hereunder, (ii) whether any conditions specified in
Section 5 are then satisfied, (iii) whether a Default or an Event of Default has
occurred and is continuing, (iv) the date of such Mandatory Borrowing and (v)
any reduction in the Total Revolving Credit Commitment after any such Swingline
Loans were made. 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 in
respect of the Borrower), each Revolving Bank (other than Chase) hereby agrees
that it shall forthwith purchase from Chase (without recourse or warranty) such
assignment of the outstanding Swingline Loans as shall be necessary to cause the
Revolving Banks to share in such Swingline Loans ratably based upon their
respective Revolving Percentages, PROVIDED that all interest payable on the
Swingline Loans shall be for the account of Chase until the date the respective
assignment is purchased and, to the extent attributable to the purchased
assignment, shall be payable to the Revolving Bank purchasing same from and
after such date of purchase.

          1.02 MINIMUM BORROWING AMOUNTS, ETC. The aggregate principal amount of
each Borrowing under a Facility shall not be less than the Minimum Borrowing
Amount for such

                                      -3-

Facility. More than one Borrowing may be incurred on any day; PROVIDED that at
no time shall there be outstanding more than sixteen (16) Borrowings of
Eurodollar Loans.

          1.03 NOTICE OF BORROWING. (a) Whenever the Borrower desires to incur
Loans under any Facility (excluding Borrowings of Swingline Loans and Mandatory
Borrowings), it shall give the Administrative Agent at its Notice Office, prior
to 3:00 P.M. (New York time), at least three Business Days' prior written notice
(or telephonic notice promptly confirmed in writing) of each Borrowing of
Eurodollar Loans and at least one Business Day's prior written notice (or
telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate
Loans to be made hereunder. Each such notice (each a "Notice of Borrowing")
shall, except as provided in Section 1.10, be irrevocable, and, in the case of
each written notice and each confirmation of telephonic notice, shall be in the
form of Exhibit A-1, appropriately completed to specify (i) the Facility
pursuant to which such Borrowing is to be made, (ii) the aggregate principal
amount of the Loans to be made pursuant to such Borrowing, (iii) the date of
such Borrowing (which shall be a Business Day) and (iv) whether the respective
Borrowing shall consist of Base Rate Loans or, to the extent permitted
hereunder, Eurodollar Loans and, if Eurodollar Loans, the Interest Period to be
initially applicable thereto. The Administrative Agent shall promptly give each
Bank written notice (or telephonic notice promptly confirmed in writing) of each
proposed Borrowing, of such Bank's proportionate share thereof, if any, and of
the other matters covered by the Notice of Borrowing.

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

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

          (c) Without in any way limiting the obligation of the Borrower to
confirm in writing any telephonic notice permitted to be given hereunder, the
Administrative Agent or Chase (in the case of a Borrowing of Swingline Loans) or
the Letter of Credit Issuer (in the case of the issuance of Letters of Credit),
as the case may be, may prior to receipt of written confirmation act without
liability upon the basis of such telephonic notice, believed by the
Administrative Agent, Chase or the Letter of Credit Issuer, as the case may be,
in good faith to be from an Authorized Officer of the Borrower. In each such
case, the Borrower hereby waives the right to dispute the Administrative
Agent's, Chase's or the Letter of Credit Issuer's record of the terms of such
telephonic notice (except in the case of gross negligence or bad faith).

          1.04 DISBURSEMENT OF FUNDS. (a) Not later than 1:00 P.M. (New York
time) on the date specified in each Notice of Borrowing (or (x) in the case of
Swingline Loans, not later than 2:00 P.M. (New York time) on the date specified
in Section 1.03(b)(i) or (y) in the case of Mandatory Borrowings, not later than
12:00 Noon (New York time) on the date specified in Section 1.01(C)), each Bank
with a Commitment under the respective Facility will make available

                                      -4-

its PRO RATA share, if any, of each Borrowing requested to be made on such date
(or in the case of Swingline Loans, Chase shall make available the full amount
thereof) in the manner provided below. All amounts shall be made available to
the Administrative Agent in U.S. dollars and immediately available funds at the
Payment Office and the Administrative Agent promptly will make available to the
Borrower by depositing to its account at the Payment Office the aggregate of the
amounts so made available in the type of funds received. Unless the
Administrative Agent shall have been notified by any Bank prior to the date of
Borrowing that such Bank does not intend to make available to the Administrative
Agent its portion of the Borrowing or Borrowings to be made on such date, the
Administrative Agent may assume that such Bank has made such amount available to
the Administrative Agent on such date of Borrowing, and the Administrative
Agent, in reliance upon such assumption, may (in its sole discretion and without
any obligation to do so) make available to the Borrower a corresponding amount.
If such corresponding amount is not in fact made available to the Administrative
Agent by such Bank and the Administrative Agent has made available same to the
Borrower, the Administrative Agent shall be entitled to recover such
corresponding amount from such Bank. If such Bank does not pay such
corresponding amount forthwith upon the Administrative Agent's demand therefor,
the Administrative Agent shall promptly notify the Borrower, and the Borrower
shall immediately pay such corresponding amount to the Administrative Agent. The
Administrative Agent shall also be entitled to recover from the Bank or the
Borrower, as the case may be, interest on such corresponding amount in respect
of each day from the date such corresponding amount was made available by the
Administrative Agent to the Borrower to the date such corresponding amount is
recovered by the Administrative Agent, at a rate per annum equal to (x) if paid
by such Bank, the overnight Federal Funds rate or (y) if paid by the Borrower,
the then applicable rate of interest, calculated in accordance with Section
1.08, for the respective Loans.

          (b) Nothing herein shall be deemed to relieve any Bank from its
obligation to fulfill its commitments hereunder or to prejudice any rights which
the Borrower may have against any Bank as a result of any default by such Bank
hereunder.

          1.05 EVIDENCE OF DEBT. (a) Each Bank shall maintain in accordance with
its usual practice an account or accounts evidencing indebtedness of the
Borrower to such Bank resulting from each Loan of such Bank from time to time,
including the amounts of principal and interest payable and paid to such Bank
from time to time under this Agreement.

          (b) The Administrative Agent shall maintain the Register pursuant to
subsection 12.04(c), and a subaccount therein for each Bank, in which shall be
recorded (i) the amount of each Revolving Loan and Term Loan made hereunder, the
Type thereof and each Interest Period applicable thereto, (ii) the amount of any
principal or interest due and payable or to become due and payable from the
Borrower to each Bank hereunder and (iii) both the amount of any sum received by
the Administrative Agent hereunder from the Borrower and each Bank's share
thereof.

          (c) The entries made in the Register and the accounts of each Bank
maintained pursuant to subsection 1.05(a) shall, to the extent permitted by
applicable law, be PRIMA FACIE evidence of the existence and amounts of the
obligations of the Borrower therein recorded; PROVIDED, HOWEVER, that the
failure of any Bank or the Administrative Agent to maintain the Register or any
such account, or any error therein, shall not in any manner affect the
obligation of

                                      -5-

the Borrower to repay (with applicable interest) the Loans made to such Borrower
by such Bank in accordance with the terms of this Agreement.

          (d) The Borrower agrees that, upon the request to the Administrative
Agent by any Bank, the Borrower will execute and deliver to such Bank (i) a
promissory note of the Borrower evidencing the Revolving Loans of such Bank,
substantially in the form of Exhibit B-3 with appropriate insertions as to date
and principal amount (a "Revolving Note"), (ii) a promissory note of the
Borrower evidencing the A Term Loan of such Bank, substantially in the form of
Exhibit B-1 with appropriate insertions as to date and principal amount (an
"A-Term Note"), (iii) a promissory note of the Borrower evidencing the B Term
Loan of such Bank, substantially in the form of Exhibit B-2 with appropriate
insertions as to date and principal amount (a "B-Term Note"), (iv) a promissory
note of the Borrower evidencing the Swingline Loan of such Bank, substantially
in the form of Exhibit B-4 with appropriate insertions as to date and principal
amount (a "Swingline Note").

          1.06 CONVERSIONS. The Borrower shall have the option to convert on any
Business Day occurring on or after the Initial Borrowing Date, all or a portion
at least equal to the applicable Minimum Borrowing Amount of the outstanding
principal amount of the Loans (other than Swingline Loans which at all times
shall be maintained as Base Rate Loans) owing by the Borrower pursuant to a
single Facility into a Borrowing or Borrowings of another Type of Loan under
such Facility; PROVIDED that (i) except as otherwise provided in Section
1.10(b), no partial conversion of a Borrowing of Eurodollar Loans shall reduce
the outstanding principal amount of the Eurodollar Loans made pursuant to such
Borrowing to less than the Minimum Borrowing Amount applicable thereto, (ii)
Base Rate Loans may only be converted into Eurodollar Loans if no Default or
Event of Default is in existence on the date of the conversion unless the
Required Banks otherwise agree, (iii) unless the Administrative Agent has
determined that the Syndication Date has occurred (at which time this clause
(iii) shall no longer be applicable), prior to the 90th day after the Initial
Borrowing Date, conversions of Base Rate Loans into Eurodollar Loans may only be
made if any such conversion is effective on the first day of the first, second
or third Interest Periods referred to in clause (y) of each of Sections
1.01(A)(a)(iii), 1.01(A)(b)(iii) and 1.01(A)(c)(iii) and so long as such
conversion does not result in a greater number of Borrowings of Eurodollar Loans
prior to the 90th day after the Initial Borrowing Date as are permitted under
such Sections and (iv) Borrowings of Eurodollar Loans resulting from this
Section 1.06 shall be limited in number as provided in Section 1.02. Each such
conversion shall be effected by the Borrower by giving the Administrative Agent
at its Notice Office, prior to 3:00 P.M. (New York time), at least three
Business Days' (or one Business Day's in the case of a conversion into Base Rate
Loans) prior written notice (or telephonic notice promptly confirmed in writing)
(each a "Notice of Conversion") specifying the Loans to be so converted, the
Type of Loans to be converted into and, if to be converted into a Borrowing of
Eurodollar Loans, the Interest Period to be initially applicable thereto. The
Administrative Agent shall give each Bank prompt notice of any such proposed
conversion affecting any of its Loans.

          1.07 PRO RATA BORROWINGS. All Borrowings of Loans (other than
Swingline Loans) under this Agreement shall be made by the Banks PRO RATA on the
basis of their A Term Loan Commitments, B Term Loan Commitments or Revolving
Credit Commitments, as the case may be. It is understood that no Bank shall be
responsible for any default by any other Bank of its obligation to make Loans
hereunder and that each Bank shall be obligated to make the Loans

                                       -6-

to be made by it hereunder regardless of the failure of any other Bank to
fulfill its commitments hereunder.

          1.08 INTEREST. (a) The unpaid principal amount of each Base Rate Loan
shall bear interest from the date of the Borrowing thereof until the earlier of
(i) the maturity (whether by acceleration or otherwise) of such Base Rate Loan
and (ii) the conversion of such Base Rate Loan to a Eurodollar Loan pursuant to
Section 1.06, at a rate per annum which shall at all times be the Applicable
Base Rate Margin plus the Base Rate in effect from time to time.

          (b) The unpaid principal amount of each Eurodollar Loan shall bear
interest from the date of the Borrowing thereof until the earlier of (i) the
maturity (whether by acceleration or otherwise) of such Eurodollar Loan and (ii)
the conversion of such Eurodollar Loan to a Base Rate Loan pursuant to Section
1.06, 1.09 or 1.10(b), as applicable, at a rate per annum which shall at all
times be the Applicable Eurodollar Margin plus the relevant Eurodollar Rate.

          (c) Overdue principal and, to the extent permitted by law, overdue
interest in respect of each Loan and other amounts (which other amounts are
overdue more than five days) owed by any Credit Party under the Credit Documents
shall bear interest at a rate per annum equal to (x) in the case of principal,
the rate which is 2% in excess of the rate then borne by such Loans, (y) in the
case of interest, the rate which is 2% in excess of the rate otherwise
applicable to Base Rate Loans of the applicable Facility from time to time and
(z) in the case of such other amounts, the rate which is 2% in excess of the
rate otherwise applicable to Base Rate Loans of the Revolving Facility from time
to time. Interest which accrues under this Section 1.08(c) shall be payable on
demand.

          (d) Interest shall accrue from and including the date of any Borrowing
to but excluding the date of any repayment thereof and shall be payable (i) in
respect of each Base Rate Loan, quarterly in arrears on each Quarterly Payment
Date, (ii) in respect of each Eurodollar Loan, on (x) the date of any prepayment
or repayment thereof (on the amount prepaid or repaid), (y) the date of any
conversion into a Base Rate Loan pursuant to Section 1.06, 1.09 or 1.10(b), as
applicable (on the amount converted) and (z) the last day of each Interest
Period applicable thereto and, in the case of an Interest Period in excess of
three months, on each date occurring at three month intervals after the first
day of such Interest Period and (iii) in respect of each Loan, at maturity
(whether by acceleration or otherwise) and, after such maturity, on demand.

          (e) All computations of interest hereunder shall be made in accordance
with Section 12.07(b).

          (f) The Administrative Agent, upon determining the interest rate for
any Borrowing of Eurodollar Loans for any Interest Period, shall promptly notify
the Borrower and the Banks thereof.

          1.09 INTEREST PERIODS. At the time the Borrower gives a Notice of
Borrowing or Notice of Conversion in respect of the making of, or conversion
into, a Borrowing of Eurodollar Loans (in the case of the initial Interest
Period applicable thereto) or prior to 3:00 P.M. (New York time) on the third
Business Day prior to the expiration of an Interest Period applicable

                                       -7-

to a Borrowing of Eurodollar Loans, it shall have the right to elect by giving
the Administrative Agent written notice (or telephonic notice promptly confirmed
in writing) of the Interest Period applicable to such Borrowing, which Interest
Period shall, at the option of the Borrower, be a one, two, three or six month
period. Notwithstanding anything to the contrary contained above:

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

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

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

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

          (v)   no Interest Period for a Borrowing under a Facility may be
     elected if it would extend beyond the respective Maturity Date for such
     Facility;

          (vi)  no Interest Period may be elected at any time when a Default or
     an Event of Default is then in existence unless the Required Banks
     otherwise agree; and

          (vii) no Interest Period with respect to any Borrowing of Term Loans
     shall extend beyond any date upon which a mandatory prepayment of such Term
     Loans is required to be made under Section 4.02(A)(b) (i), (ii) or (iii),
     as the case may be, if, after giving effect to the selection of such
     Interest Period, the aggregate principal amount of such Term Loans
     maintained as Eurodollar Loans with Interest Periods ending after such date
     of mandatory repayment would exceed the aggregate principal amount of such
     Term Loans permitted to be outstanding after such mandatory prepayment.

If upon the expiration of any Interest Period, the Borrower has failed to elect,
or is not permitted to elect by virtue of the application of clause (vi) above,
a new Interest Period to be applicable to the respective Borrowing of Eurodollar
Loans as provided above, the Borrower shall be deemed to have elected to convert
such Borrowing into a Borrowing of Base Rate Loans effective as of the
expiration date of such current Interest Period.

          1.10 INCREASED COSTS, ILLEGALITY, ETC. (a) In the event that (x) in
the case of clause (i) below, the Administrative Agent or (y) in the case of
clauses (ii) and (iii) below, any Bank,

                                       -8-

shall have determined (which determination shall, absent manifest error, be
final and conclusive and binding upon all parties hereto):

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

          (ii)  at any time, that such Bank shall incur increased costs or
     reductions in the amounts received or receivable hereunder with respect to
     any Eurodollar Loans (other than any increased cost or reduction in the
     amount received or receivable resulting from the imposition of or a change
     in the rate of net income taxes, assessments or similar charges imposed in
     lieu of net income taxes) because of (x) any change since the date of this
     Agreement in any applicable law, governmental rule, regulation, guideline,
     order or request (whether or not having the force of law), or in the
     interpretation or administration thereof and including the introduction of
     any new law or governmental rule, regulation, guideline, order or request
     (such as, for example, but not limited to, a change in official reserve
     requirements, but, in all events, excluding reserves required under
     Regulation D to the extent included in the computation of the Eurodollar
     Rate) and/or (y) other circumstances affecting such Bank, the interbank
     Eurodollar market or the position of such Bank in such market; or

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

then, and in any such event, such Bank (or the Administrative Agent in the case
of clause (i) above) shall (x) on such date and (y) within five Business Days of
the date on which such event no longer exists give notice (by telephone
confirmed in writing) to the Borrower and (except in the case of clause (i)) to
the Administrative Agent of such determination (which notice the Administrative
Agent shall promptly transmit to each of the other Banks). Thereafter, (x) in
the case of clause (i) above, Eurodollar Loans shall no longer be available
until such time as the Administrative Agent notifies the Borrower and the Banks
that the circumstances giving rise to such notice by the Administrative Agent no
longer exist, and any Notice of Borrowing or Notice of Conversion given by the
Borrower with respect to Eurodollar Loans which have not yet been incurred shall
be deemed rescinded by the Borrower, (y) in the case of clause (ii) above, the
Borrower agrees to pay to such Bank, upon written demand therefor (accompanied
by the written notice referred to below), such additional amounts (in the form
of an increased rate of, or a different method of calculating, interest or
otherwise as such Bank in its sole discretion shall determine) as shall be
required to compensate such Bank for such increased costs or reductions in
amounts received or receivable hereunder (a written notice as to the additional
amounts owed to such Bank, showing the basis for the calculation thereof,
submitted to the Borrower by such Bank

                                       -9-

shall, absent manifest error, be presumed to be final and conclusive and binding
upon all parties hereto) and (z) in the case of clause (iii) above, the Borrower
shall take one of the actions specified in Section 1.10(b) as promptly as
possible and, in any event, within the time period required by law.

          (b) At any time that any Eurodollar Loan is affected by the
circumstances described in Section 1.10(a)(ii) or (iii), the Borrower may (and
in the case of a Eurodollar Loan affected pursuant to Section 1.10(a)(iii) the
Borrower shall) either (i) if the affected Eurodollar Loan is then being made
pursuant to a Borrowing, cancel said Borrowing by giving the Administrative
Agent telephonic notice (confirmed promptly in writing) thereof on the same date
that the Borrower was notified by a Bank pursuant to Section 1.10(a)(ii) or
(iii)), or (ii) if the affected Eurodollar Loan is then outstanding, upon at
least three Business Days' notice to the Administrative Agent, require the
affected Bank to convert each such Eurodollar Loan into a Base Rate Loan (which
conversion, in the case of the circumstances described in Section 1.10(a)(iii),
shall occur no later than the last day of the Interest Period then applicable to
such Eurodollar Loan (or such earlier date as shall be required by applicable
law)); PROVIDED that if more than one Bank is affected at any time, then all
affected Banks must be treated the same pursuant to this Section 1.10(b).

          (c) If any Bank shall have determined that after the date hereof, the
adoption or effectiveness of any applicable law, rule or regulation regarding
capital adequacy, or any change therein, or any change in the interpretation or
administration thereof by any governmental authority, central bank or comparable
agency charged with the interpretation or administration thereof, or compliance
by such Bank or any corporation controlling such Bank with any request or
directive regarding capital adequacy issued after the date hereof (whether or
not having the force of law) of any such authority, central bank or comparable
agency, has or would have the effect of reducing the rate of return on such
Bank's or such other corporation's capital or assets as a consequence of such
Bank's Commitments or obligations hereunder to a level below that which such
Bank or such other corporation could have achieved but for such adoption,
effectiveness, change or compliance (taking into consideration such Bank's or
such other corporation's policies with respect to capital adequacy), then from
time to time, upon written demand by such Bank (with a copy to the
Administrative Agent), accompanied by the notice referred to in the last
sentence of this clause (c), the Borrower shall pay to such Bank such additional
amount or amounts as will compensate such Bank or such other corporation for
such reduction. Each Bank, upon determining in good faith that any additional
amounts will be payable pursuant to this Section 1.10(c), will give prompt
written notice thereof to the Borrower, which notice shall set forth the basis
of the calculation of such additional amounts, although the failure to give any
such notice shall not release or diminish the Borrower's obligations to pay
additional amounts pursuant to this Section 1.10(c) upon the subsequent receipt
of such notice.

          1.11 COMPENSATION. The Borrower shall compensate each Bank, upon its
written request (which request shall set forth the basis for requesting such
compensation), for all reasonable losses, expenses and liabilities (including,
without limitation, any loss, expense or liability incurred by reason of the
liquidation or reemployment of deposits or other funds required by such Bank to
fund its Eurodollar Loans but excluding loss of anticipated profit with respect
to any Eurodollar Loans) which such Bank may sustain: (i) if for any reason
(other than a default by such Bank or the Administrative Agent) a Borrowing of
Eurodollar Loans does not occur on a

                                      -10-

date specified therefor in a Notice of Borrowing or Notice of Conversion
(whether or not withdrawn by the Borrower or deemed withdrawn pursuant to
Section 1.10(a)); (ii) if any repayment (including any repayment made pursuant
to Section 4.01 or 4.02 or as a result of an acceleration of the Loans pursuant
to Section 9) or conversion of any Eurodollar Loans occurs on a date which is
not the last day of an Interest Period applicable thereto; (iii) if any
prepayment of any Eurodollar Loans is not made on any date specified in a notice
of prepayment given by the Borrower; or (iv) as a consequence of (x) any other
default by the Borrower to repay its Eurodollar Loans when required by the terms
of this Agreement or (y) an election made pursuant to Section 1.10(b).
Calculation of all amounts payable to a Bank under this Section 1.11 shall be
made as though that Bank had actually funded its relevant Eurodollar Loan
through the purchase of a Eurodollar deposit bearing interest at the Eurodollar
Rate in an amount equal to the amount of that Loan, having a maturity comparable
to the relevant Interest Period and through the transfer of such Eurodollar
deposit from an offshore office of that Bank to a domestic office of that Bank
in the United States of America; PROVIDED, HOWEVER, that each Bank may fund each
of its Eurodollar Loans in any manner it sees fit and the foregoing assumption
shall be utilized only for the calculation of amounts payable under this Section
1.11. It is further understood and agreed that if any repayment of Eurodollar
Loans pursuant to Section 4.01 or any conversion of Eurodollar Loans pursuant to
Section 1.06 in either case occurs on a date which is not the last day of an
Interest Period applicable thereto, such repayment or conversion shall be
accompanied by any amounts owing to any Bank pursuant to this Section 1.11.

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

          1.13 REPLACEMENT OF BANKS. (x) If any Bank becomes a Defaulting Bank,
(y) upon the occurrence of any event giving rise to the operation of Section
1.10(a)(ii) or (iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect
to any Bank which results in such Bank charging to the Borrower increased costs
in excess of those being generally charged by the other Banks or (z) in the case
of a refusal by a Bank to consent to a proposed change, waiver, discharge or
termination with respect to this Agreement which has been approved by the
Required Banks as provided in Section 12.12(b), the Borrower shall have the
right, if no Default or Event of Default then exists or, in the case of clause
(z) above, would exist after giving effect to such replacement, to replace such
Bank (the "Replaced Bank") with one or more other Eligible Transferee or
Eligible Transferees, none of whom shall constitute a Defaulting Bank at the
time of such replacement (collectively, the "Replacement Bank") and each of whom
shall be reasonably acceptable to the Administrative Agent, PROVIDED that (i) at
the time of any replacement pursuant to this Section 1.13, the Replacement Bank
shall enter into one or more Assignment and Assumption Agreements pursuant to
Section 12.04(b) (and with all fees payable pursuant to said Section 12.04(b) to
be paid by the Replacement Bank) pursuant to which the Replacement Bank

                                      -11-

shall acquire all of the Commitments and outstanding Loans of, and in each case
participations in Letters of Credit and Swingline Loans by, the Replaced Bank
and, in connection therewith, shall pay to (x) the Replaced Bank in respect
thereof an amount equal to the sum of (A) an amount equal to the principal of,
and all accrued interest on, all outstanding Loans of the Replaced Bank, (B) an
amount equal to all Unpaid Drawings that have been funded by (and not reimbursed
to) such Replaced Bank, together with all then unpaid interest with respect
thereto at such time and (C) an amount equal to all accrued, but theretofore
unpaid, Fees owing to the Replaced Bank pursuant to Section 3.01, (y) the Letter
of Credit Issuer an amount equal to such Replaced Bank's Revolving Percentage of
any Unpaid Drawing relating to a Letter of Credit (which at such time remains an
Unpaid Drawing) to the extent such amount was not theretofore funded by such
Replaced Bank and (z) Chase an amount equal to such Replaced Bank's Revolving
Percentage of any Mandatory Borrowing to the extent such amount was not
theretofore funded by such Replaced Bank, and (ii) all obligations of the
Borrower owing to the Replaced Bank (other than those specifically described in
clause (i) above in respect of which the assignment purchase price has been, or
is concurrently being, paid) shall be paid in full to such Replaced Bank
concurrently with such replacement. Upon the execution of the respective
Assignment and Assumption Agreements, the payment of amounts referred to in
clauses (i) and (ii) above, recordation of the assignment on the Register by the
Administrative Agent pursuant to Section 7.13 and, if so requested by the
Replacement Bank, delivery to the Replacement Bank of the appropriate Note or
Notes executed by the Borrower, the Replacement Bank shall become a Bank
hereunder and the Replaced Bank shall cease to constitute a Bank hereunder,
except with respect to indemnification provisions under this Agreement, which
shall survive as to such Replaced Bank.

          SECTION 2. Letters of Credit.
                     -----------------

          2.01 LETTERS OF CREDIT. (a) The Existing Letters of Credit were issued
prior to the Initial Borrowing Date. On the Initial Borrowing Date, the Existing
Letters of Credit shall become Letters of Credit hereunder. Subject to and upon
the terms and conditions herein set forth, the Borrower may request the Letter
of Credit Issuer at any time and from time to time on or after the Initial
Borrowing Date and prior to the fifth Business Day (or the 30th day in the case
of trade Letters of Credit) preceding the Revolving Loan Maturity Date to issue,
for the account of the Borrower and in support of (i) trade obligations of the
Borrower or any of its Subsidiaries that arise in the ordinary course of
business and are in respect of general corporate purposes of the Borrower or any
of its Subsidiaries, as the case may be, and/or (ii) on a standby basis, L/C
Supportable Indebtedness of the Borrower or any of its Subsidiaries to any other
Person, irrevocable letters of credit in such form as may be approved by the
Letter of Credit Issuer, and subject to and upon the terms and conditions herein
set forth, the Letter of Credit Issuer in each case agrees to issue from time to
time Letters of Credit (each Existing Letter of Credit and each such letter of
credit issued pursuant to this paragraph (a), a "Letter of Credit" and,
collectively, the "Letters of Credit"). Notwithstanding the foregoing, the
Letter of Credit Issuer shall not be under any obligation to issue any Letter of
Credit if at the time of such issuance:

          (x) any order, judgment or decree of any governmental authority or
     arbitrator shall purport by its terms to enjoin or restrain the Letter of
     Credit Issuer from issuing such Letter of Credit or any requirement of law
     applicable to the Letter of Credit Issuer or any

                                      -12-

     request or directive (whether or not having the force of law) from any
     governmental authority with jurisdiction over the Letter of Credit Issuer
     shall prohibit, or request that the Letter of Credit Issuer refrain from,
     the issuance of letters of credit generally or such Letter of Credit in
     particular or shall impose upon the Letter of Credit Issuer with respect to
     such Letter of Credit any restriction or reserve or capital requirement
     (for which the Letter of Credit Issuer is not otherwise compensated) not in
     effect on the date hereof, or any unreimbursed loss, cost or expense which
     was not applicable, in effect or known to the Letter of Credit Issuer as of
     the date hereof and which the Letter of Credit Issuer in good faith deems
     material to it; or

          (y) the Letter of Credit Issuer shall have received notice from the
     Borrower or the Required Banks prior to the issuance of such Letter of
     Credit of the type described in clause (vi) of Section 2.01(b).

          (b) Notwithstanding the foregoing, (i) no Letter of Credit shall be
issued the Stated Amount of which, when added to the Letter of Credit
Outstandings (exclusive of Unpaid Drawings relating to Letters of Credit which
are repaid on the date of, and prior to the issuance of, the respective Letter
of Credit) at such time, would exceed either (x) $20,000,000 or (y) when added
to the aggregate principal amount of all Revolving Loans and Swingline Loans
then outstanding, the Total Revolving Credit Commitment at such time; (ii) (x)
each standby Letter of Credit shall have an expiry date occurring not later than
one year after such Letter of Credit's date of issuance, PROVIDED that any such
Letter of Credit may be automatically extendable for periods of up to one year
so long as such Letter of Credit provides that the Letter of Credit Issuer
retains an option, satisfactory to the Letter of Credit Issuer, to terminate
such Letter of Credit within a specified period of time prior to each scheduled
extension date and (y) each trade Letter of Credit shall have an expiry date
occurring not later than 180 days after such Letter of Credit's date of
issuance; (iii)(x) no standby Letter of Credit shall have an expiry date
occurring later than the fifth Business Day next preceding the Revolving Loan
Maturity Date and (y) no trade Letter of Credit shall have an expiry date
occurring later than 30 days prior to the Revolving Loan Maturity Date; (iv)
each Letter of Credit shall be denominated in U.S. Dollars; (v) the Stated
Amount of each Letter of Credit shall not be less than $100,000 or such lesser
amount as is acceptable to the Letter of Credit Issuer; and (vi) the Letter of
Credit Issuer will not issue any Letter of Credit after it has received written
notice from the Borrower or the Required Banks stating that a Default or an
Event of Default exists until such time as the Letter of Credit Issuer shall
have received a written notice of (x) rescission of such notice from the party
or parties originally delivering the same or (y) a waiver of such Default or
Event of Default by the Majority Banks under the Revolving Credit Facility.

          (c) Notwithstanding the foregoing, in the event a Bank Default exists,
the Letter of Credit Issuer shall not be required to issue any Letter of Credit
unless the Letter of Credit Issuer has entered into arrangements satisfactory to
it and the Borrower to eliminate the Letter of Credit Issuer's risk with respect
to the participation in Letters of Credit of the Defaulting Bank or Banks,
including by cash collateralizing such Defaulting Bank's or Banks' Revolving
Percentage of the applicable Letter of Credit Outstandings.

          2.02 LETTER OF CREDIT REQUESTS; NOTICES OF ISSUANCE. (a) Whenever it
desires that a Letter of Credit be issued, the Borrower shall give the
Administrative Agent and the Letter of

                                      -13-

Credit Issuer written notice (or telephonic notice confirmed in writing) thereof
prior to 12:00 Noon (New York time) at least five Business Days (or such shorter
period as may be acceptable to the Letter of Credit Issuer) prior to the
proposed date of issuance (which shall be a Business Day) which written notice
shall be in the form of Exhibit A-2 (each, a "Letter of Credit Request"). Each
Letter of Credit Request shall include any other documents as the Letter of
Credit Issuer customarily requires in connection therewith. The Administrative
Agent shall promptly transmit copies of each Letter of Credit Request to each
Bank.

          (b) The Letter of Credit Issuer shall, on the date of each issuance
of, or amendment or modification to, a Letter of Credit issued by it, give the
Administrative Agent, each Bank and the Borrower written notice of the issuance
of, or amendment or modification to, such Letter of Credit, accompanied by a
copy to the Administrative Agent of the Letter of Credit or Letters of Credit
issued by it and each such amendment or modification thereto.

          2.03 AGREEMENT TO REPAY LETTER OF CREDIT DRAWINGS. (a) The Borrower
hereby agrees to reimburse the Letter of Credit Issuer, by making payment to the
Administrative Agent in immediately available funds at the Payment Office, for
any payment or disbursement made by the Letter of Credit Issuer under any Letter
of Credit issued by it (each such amount so paid or disbursed until reimbursed,
an "Unpaid Drawing") no later than two Business Days following the date of such
payment or disbursement, with interest on the amount so paid or disbursed by the
Letter of Credit Issuer, to the extent not reimbursed prior to 1:00 P.M. (New
York time) on the date of such payment or disbursement, from and including the
date paid or disbursed to but not including the date the Letter of Credit Issuer
is reimbursed therefor at a rate per annum which shall be the Applicable Base
Rate Margin plus the Base Rate as in effect from time to time for Revolving
Loans (plus an additional 2% per annum if not reimbursed by the third Business
Day after the date of such payment or disbursement), such interest also to be
payable on demand. The Letter of Credit Issuer shall provide the Borrower prompt
notice of any payment or disbursement made by it under any Letter of Credit
issued by it, although the failure of, or delay in, giving any such notice shall
not release or diminish the obligations of the Borrower under this Section
2.03(a) or under any other Section of this Agreement.

          (b) The Borrower's obligation under this Section 2.03 to reimburse the
Letter of Credit Issuer with respect to Unpaid Drawings (including, in each
case, interest thereon) shall be absolute and unconditional under any and all
circumstances and irrespective of any setoff, counterclaim or defense to payment
which the Borrower or any of its Subsidiaries may have or have had against the
Letter of Credit Issuer, any Agent or any Bank, including, without limitation,
any defense based upon the failure of any drawing under a Letter of Credit to
conform to the terms of the Letter of Credit or any nonapplication or
misapplication by the beneficiary of the proceeds of such drawing; PROVIDED,
HOWEVER, that the Borrower shall not be obligated to reimburse the Letter of
Credit Issuer for any wrongful payment made by the Letter of Credit Issuer under
a Letter of Credit as a result of acts or omissions constituting willful
misconduct or gross negligence on the part of the Letter of Credit Issuer.

          2.04 LETTER OF CREDIT PARTICIPATIONS. (a) Effective on the Initial
Borrowing Date (in the case of each Existing Letter of Credit) and effective
immediately upon the issuance by the Letter of Credit Issuer of any Letter of
Credit (in the case of any Letter of Credit issued on or after the Initial
Borrowing Date), the Letter of Credit Issuer in respect of such Letter of Credit

                                      -14-

shall be deemed to have sold and transferred to each other Revolving Bank, and
each such Revolving Bank (each a "Participant") shall be deemed irrevocably and
unconditionally to have purchased and received from such Letter of Credit
Issuer, without recourse or warranty, an undivided interest and participation,
to the extent of such Participant's Revolving Percentage, in such Letter of
Credit, each substitute letter of credit, each drawing made thereunder and the
obligations of the Borrower under this Agreement with respect thereto (although
Letter of Credit Fees shall be payable directly to the Administrative Agent for
the account of the Revolving Banks as provided in Section 3.01(b) and the
Participants shall have no right to receive any portion of any Facing Fees with
respect to such Letters of Credit) and any security therefor or guaranty
pertaining thereto. Upon any change in the Revolving Credit Commitments of the
Revolving Banks pursuant to Section 1.13 or 12.04(b), it is hereby agreed that,
with respect to all outstanding Letters of Credit and Unpaid Drawings with
respect thereto, there shall be an automatic adjustment to the participations
pursuant to this Section 2.04 to reflect the new Revolving Percentages of the
assigning and assignee Bank.

          (b) In determining whether to pay under any Letter of Credit, the
Letter of Credit Issuer shall not have any obligation relative to the respective
Participants other than to determine that any documents required to be delivered
under such Letter of Credit have been delivered and that they appear to
substantially comply on their face with the requirements of such Letter of
Credit. Any action taken or omitted to be taken by the Letter of Credit Issuer
under or in connection with any Letter of Credit if taken or omitted in the
absence of gross negligence or willful misconduct, shall not create for the
Letter of Credit Issuer any resulting liability.

          (c) In the event that the Letter of Credit Issuer makes any payment
under any Letter of Credit and the Borrower shall not have reimbursed such
amount in full to the Letter of Credit Issuer pursuant to Section 2.03(a), the
Letter of Credit Issuer shall promptly notify the Administrative Agent, and the
Administrative Agent shall promptly notify each Participant of such failure, and
each such Participant shall promptly and unconditionally pay to the
Administrative Agent for the account of the Letter of Credit Issuer, the amount
of such Participant's Revolving Percentage of such payment in U.S. Dollars and
in same day funds; PROVIDED, HOWEVER, that no Participant shall be obligated to
pay to the Administrative Agent its Revolving Percentage of such unreimbursed
amount for any wrongful payment made by the Letter of Credit Issuer under a
Letter of Credit as a result of acts or omissions constituting willful
misconduct or gross negligence on the part of the Letter of Credit Issuer. If
the Administrative Agent so notifies any Participant prior to 11:00 A.M. (New
York time) on any Business Day, such Participant shall make available to the
Administrative Agent for the account of the Letter of Credit Issuer such
Participant's Revolving Percentage of the amount of such payment on such
Business Day in same day funds. If and to the extent such Participant shall not
have so made its Revolving Percentage of the amount of such payment available to
the Administrative Agent for the account of the Letter of Credit Issuer, such
Participant agrees to pay to the Administrative Agent for the account of the
Letter of Credit Issuer, forthwith on demand such amount, together with interest
thereon, for each day from such date until the date such amount is paid to the
Administrative Agent for the account of the Letter of Credit Issuer at the
overnight Federal Funds rate. The failure of any Participant to make available
to the Administrative Agent for the account of the Letter of Credit Issuer its
Revolving Percentage of any payment under any Letter of Credit shall not relieve
any other Participant of its obligation hereunder to make available to the
Administrative Agent for the account of the Letter of Credit Issuer its
Revolving Percentage of any payment under any Letter

                                      -15-

of Credit on the date required, as specified above, but no Participant shall be
responsible for the failure of any other Participant to make available to the
Administrative Agent for the account of the Letter of Credit Issuer such other
Participant's Revolving Percentage of any such payment.

          (d) Whenever the Letter of Credit Issuer receives a payment of a
reimbursement obligation as to which the Administrative Agent has received for
the account of the Letter of Credit Issuer any payments from the Revolving
Participants pursuant to clause (c) above, the Letter of Credit Issuer shall pay
to the Administrative Agent and the Administrative Agent shall promptly pay to
each such Participant which has paid its Revolving Percentage thereof, in U.S.
Dollars and in same day funds, an amount equal to such Participant's Revolving
Percentage of the principal amount thereof and interest thereon accruing after
the purchase of the respective participations.

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

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

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

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

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

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

          2.05 INCREASED COSTS. If after the date hereof, the adoption or
effectiveness of any applicable law, rule or regulation, or any change therein,
or any change in the interpretation or administration thereof by any
governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by the Letter of Credit
Issuer or any Participant with any request or directive issued after the date
hereof (whether or not having the force of law) by any such authority, central
bank or comparable agency shall either (i) impose,

                                      -16-

modify or make applicable any reserve, deposit, capital adequacy or similar
requirement against Letters of Credit issued by the Letter of Credit Issuer or
such Participant's participation therein, or (ii) impose on the Letter of Credit
Issuer or any Participant any other conditions affecting this Agreement, any
Letter of Credit or such Participant's participation therein; and the result of
any of the foregoing is to increase the cost to the Letter of Credit Issuer or
such Participant of issuing, maintaining or participating in any Letter of
Credit, or to reduce the amount of any sum received or receivable by the Letter
of Credit Issuer or such Participant hereunder, then, upon written demand to the
Borrower by the Letter of Credit Issuer or such Participant (a copy of which
notice shall be sent by the Letter of Credit Issuer or such Participant to the
Administrative Agent), accompanied by the certificate described in the last
sentence of this Section 2.05, the Borrower shall pay to the Letter of Credit
Issuer or such Participant such additional amount or amounts as will compensate
the Letter of Credit Issuer or such Participant for such increased cost or
reduction. A certificate submitted to the Borrower by the Letter of Credit
Issuer or such Participant, as the case may be (a copy of which certificate
shall be sent by the Letter of Credit Issuer or such Participant to the
Administrative Agent), setting forth the basis for the determination of such
additional amount or amounts necessary to compensate the Letter of Credit Issuer
or such Participant as aforesaid shall be final and conclusive and binding on
the Borrower absent manifest error, although the failure to deliver any such
certificate shall not release or diminish the Borrower's obligations to pay
additional amounts pursuant to this Section 2.05 upon subsequent receipt of such
certificate.

          SECTION 3. FEES; COMMITMENTS.

          3.01 FEES. (a) The Borrower shall pay to the Administrative Agent for
distribution to each Bank a commitment fee (the "Commitment Fee") for the period
from the Effective Date to but not including the date the Total Commitment has
been terminated, computed at the rate of 1/2 of 1% per annum on the daily
Aggregate Unutilized Commitment of such Bank. Accrued Commitment Fees shall be
due and payable quarterly in arrears on the Initial Borrowing Date, each
Quarterly Payment Date and the date upon which the Total Commitment is
terminated. From and after the first day of any Margin Reduction Period (the
"Start Date") to and including the last day of such Margin Reduction Period, the
Commitment Fee shall be the respective percentage per annum set forth in clause
(A) or (B) below if, but only if, as of the last day of the most recent fiscal
quarter or year, as the case may be, ended immediately prior to such Start Date
(the "Test Date"), the conditions set forth in clause (A) or (B) below are met:

          (A) 1/2 of 1% per annum if the Leverage Ratio on such Test Date is
greater than or equal to 3.75:1.0; or

          (B) 3/8 of 1% per annum if the Leverage Ratio on such Test Date is
less than 3.75:1.0.

Notwithstanding anything to the contrary contained in the immediately preceding
sentence, (i) the Commitment Fee shall be 1/2 of 1% per annum at any time when
an Event of Default shall exist and (ii) the Commitment Fee shall be 1/2 of 1%
per annum prior to the first anniversary of the Initial Borrowing Date.

                                      -17-

          (b) The Borrower shall pay to the Administrative Agent for the account
of the Revolving Banks PRO RATA on the basis of their Revolving Percentages, a
fee in respect of each Letter of Credit (the "Letter of Credit Fee") computed at
a rate per annum equal to the Applicable Eurodollar Margin then in effect with
respect to Revolving Loans on the daily Stated Amount of such Letter of Credit.
Accrued Letter of Credit Fees shall be due and payable quarterly in arrears on
each Quarterly Payment Date and upon the first day on or after the termination
of the Total Revolving Credit Commitment upon which no Letters of Credit remain
outstanding.

          (c) The Borrower shall pay to the Administrative Agent for the account
of the Letter of Credit Issuer a fee in respect of each Letter of Credit issued
by the Letter of Credit Issuer (the "Facing Fee") computed at the rate of 1/4 of
1% per annum on the daily Stated Amount of such Letter of Credit, PROVIDED that
in no event shall the annual Facing Fee with respect to each Letter of Credit be
less than $500; it being agreed that, on the date of issuance of any Letter of
Credit and on each anniversary thereof prior to the termination of such Letter
of Credit, if $500 will exceed the amount of Facing Fees that will accrue with
respect to such Letter of Credit for the immediately succeeding 12-month period,
the full $500 shall be payable on the date of issuance of such Letter of Credit
and on each such anniversary thereof prior to the termination of such Letter of
Credit. Except as provided in the immediately preceding sentence, accrued Facing
Fees shall be due and payable quarterly in arrears on each Quarterly Payment
Date and upon the first day on or after the termination of the Total Commitment
upon which no Letters of Credit remain outstanding.

          (d) The Borrower shall pay directly to the Letter of Credit Issuer
upon each issuance of, drawing under, and/or amendment of, a Letter of Credit
such amount as shall at the time of such issuance, drawing or amendment be the
administrative charge which the Letter of Credit Issuer is customarily charging
for issuances of, drawings under or amendments of, letters of credit issued by
it.

          (e) The Borrower shall pay to each Agent, for its own account, such
fees as may be agreed to from time to time between the Borrower and such Agent,
when and as due.

          (f) All computations of Fees shall be made in accordance with Section
12.07(b).

          3.02 VOLUNTARY TERMINATION OR REDUCTION OF COMMITMENTS. (a) Upon at
least two Business Days' prior written notice (or telephonic notice promptly
confirmed in writing) to the Administrative Agent at its Notice Office (which
notice the Administrative Agent shall promptly transmit to each of the Banks),
the Borrower shall have the right, without premium or penalty, to terminate or
partially reduce the Total Unutilized Revolving Credit Commitment, PROVIDED that
(x) any such termination or partial reduction shall apply to proportionately and
permanently reduce the Revolving Credit Commitment of each of the Revolving
Banks and (y) any partial reduction pursuant to this Section 3.02 shall be in
the amount of at least $500,000 and increments of $100,000 in excess thereof.

          (b) In the event of certain refusals by a Bank to consent to certain
proposed changes, waivers, discharges or terminations with respect to this
Agreement which have been approved by the Required Banks as provided in Section
12.12(b), the Borrower shall have the right, upon five Business Days' prior
written notice to the Administrative Agent at its Notice

                                      -18-

Office (which notice the Administrative Agent shall promptly transmit to each of
the Banks), to (i) require such Bank to assign its entire Revolving Credit
Commitment and all Loans, Fees and other amounts owing to such Bank to another
Bank or Banks (which would agree to provide the consent refused by the assignor
Bank) pursuant to subsection 12.04(b), if such other Bank or Banks consent to
such assignment, or (ii) terminate the entire Revolving Credit Commitment of
such Bank, so long as all Loans, together with accrued and unpaid interest, Fees
and all other amounts, owing to such Bank are repaid concurrently with the
effectiveness of such termination pursuant to Section 4.01(b) and the Borrower
shall pay to the Administrative Agent at such time an amount in cash and/or Cash
Equivalents equal to such Bank's Revolving Percentage of the outstanding Letters
of Credit (which cash and/or Cash Equivalents shall be held by the
Administrative Agent as security for the obligations of the Borrower hereunder
in respect of the outstanding Letters of Credit pursuant to a cash collateral
agreement to be entered into in form and substance reasonably satisfactory to
the Administrative Agent, which shall permit certain investments in Cash
Equivalents reasonably satisfactory to the Administrative Agent until the
proceeds are applied to the secured obligations or are released to the Borrower
upon termination of the respective Letter of Credit) (at which time Annex I
shall be deemed modified to reflect such changed amounts), and at such time,
such Bank shall no longer constitute a "Bank" for purposes of this Agreement,
except with respect to indemnifications under this Agreement (including, without
limitation, Sections 1.10, 1.11, 2.05, 4.04, 12.01 and 12.06), which shall
survive as to such repaid Bank.

          3.03 MANDATORY ADJUSTMENTS OF COMMITMENTS, ETC. (a) The Total
Commitment shall terminate in its entirety on December 31, 1996 unless the
Initial Borrowing Date has occurred on or before such date.

          (b) Each of the Total A Term Loan Commitment and the Total B Term Loan
Commitment shall terminate in its entirety on the Initial Borrowing Date, after
giving effect to the making of the respective Term Loans on such date.

          (c) The Total Revolving Credit Commitment (and the Revolving Credit
Commitment of each Revolving Bank) shall terminate in their entirety on the
earlier of (i) the date on which a Change of Control Event occurs and (ii) the
Revolving Loan Maturity Date.

          (d) From and after payment in full of the Term Loans, on each date
upon which a mandatory repayment of Term Loans pursuant to Section 4.02(A)(c),
(d), (e) or (f) would otherwise be required, the Total Revolving Credit
Commitment shall be permanently reduced by the amount, if any, required to be
applied pursuant to said Sections.

          (e) Each reduction of the Total A Term Loan Commitment, the Total B
Term Loan Commitment or the Total Revolving Credit Commitment pursuant to this
Section 3.03 shall apply proportionately to the A Term Loan Commitment, the B
Term Loan Commitment or the Revolving Credit Commitment, as the case may be, of
each Bank.

                                      -19-

          SECTION 4. Payments.
                     --------

          4.01 VOLUNTARY PREPAYMENTS. (a) The Borrower shall have the right to
prepay the Loans, in whole or in part, without premium or penalty except as
otherwise provided in this Agreement, from time to time on the following terms
and conditions: (i) the Borrower shall give the Administrative Agent at its
Notice Office written notice (or telephonic notice promptly confirmed in
writing) of its intent to prepay the Loans, whether such Loans are A Term Loans,
B Term Loans, Revolving Loans or Swingline Loans, the amount of such prepayment
and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to
which made, which notice shall be given by the Borrower prior to 3:00 P.M. (New
York time) (x) at least one Business Day prior to the date of such prepayment in
the case of Term Loans or Revolving Loans and (y) on the date of such prepayment
in the case of Swingline Loans, which notice shall, except in the case of
Swingline Loans, promptly be transmitted by the Administrative Agent to each of
the Banks; (ii) each prepayment shall be in an aggregate principal amount of at
least $500,000 (or $25,000 in the case of Swingline Loans) and in increments of
$100,000 (or $10,000, in the case of Swingline Loans) in excess thereof,
PROVIDED that no partial prepayment of Eurodollar Loans made pursuant to a
Borrowing shall reduce the aggregate principal amount of the Loans outstanding
pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount
applicable thereto; (iii) each prepayment in respect of any Loans made pursuant
to a Borrowing shall be applied PRO RATA among such Loans, PROVIDED that at the
Borrower's election in connection with any prepayment of Revolving Loans
pursuant to this Section 4.01(a), such prepayment shall not be applied to any
Revolving Loans of a Defaulting Bank at any time when the aggregate amount of
Revolving Loans of any Non-Defaulting Bank exceeds such Non-Defaulting Bank's
Revolving Percentage of all Revolving Loans then outstanding; (iv) each
prepayment of Term Loans pursuant to this Section 4.01(a) must consist of a
prepayment of A Term Loans (in an amount equal to the A TL Percentage of such
prepayment) and B Term Loans (in an amount equal to the B TL Percentage of such
prepayment); (v) each prepayment of A Term Loans pursuant to this Section
4.01(a) shall reduce the then remaining Scheduled A Repayments on a PRO RATA
basis (based upon the then remaining principal amount of each such Scheduled A
Repayment); and (vi) each prepayment of B Term Loans pursuant to this Section
4.01(a) shall reduce the then remaining Scheduled B Repayments on a PRO RATA
basis (based upon the then remaining principal amount of each such Scheduled B
Repayment).

          (b) In the event of certain refusals by a Bank to consent to certain
proposed changes, waivers, discharges or terminations with respect to this
Agreement which have been approved by the Required Banks as provided in Section
12.12(b), the Borrower shall have the right, upon five Business Days' prior
written notice to the Administrative Agent at its Notice Office (which notice
the Administrative Agent shall promptly transmit to each of the Banks) to repay
all Loans, together with accrued and unpaid interest, Fees and all other amounts
owing to such Bank in accordance with said Section 12.12(b) so long as (A) in
the case of the repayment of Revolving Loans of any Revolving Bank pursuant to
this paragraph (b) the Revolving Credit Commitment of such Revolving Bank is
terminated concurrently with such repayment pursuant to Section 3.02(b) (at
which time Annex I shall be deemed modified to reflect the changed Revolving
Credit Commitments) and (B) in the case the repayment of Loans of any Bank the
consents required by Section 12.12(b) in connection with the repayment pursuant
to this paragraph (b) shall have been obtained.

                                      -20-

          4.02 MANDATORY PREPAYMENTS.
               ---------------------

          (A) REQUIREMENTS:
              ------------

          (a) If on any date the sum of (i) the aggregate outstanding principal
amount of Revolving Loans and Swingline Loans (after giving effect to all other
repayments thereof on such date) plus (ii) the Letter of Credit Outstandings on
such date exceeds the Total Revolving Credit Commitment as then in effect, the
Borrower shall repay on such date the principal of Swingline Loans, and if no
Swingline Loans are or remain outstanding, Revolving Loans in an aggregate
amount equal to such excess. If, after giving effect to the prepayment of all
outstanding Swingline Loans and Revolving Loans, the aggregate amount of Letter
of Credit Outstandings exceeds the Total Revolving Credit Commitment as then in
effect, the Borrower shall pay to the Administrative Agent on such date an
amount in cash and/or Cash Equivalents equal to such excess (up to the aggregate
amount of Letter of Credit Outstandings at such time) and the Administrative
Agent shall hold such payment as security for the obligations of the Borrower
hereunder pursuant to a cash collateral agreement to be entered into in form and
substance reasonably satisfactory to the Administrative Agent (which shall
permit certain investments in Cash Equivalents reasonably satisfactory to the
Administrative Agent until the proceeds are applied to the secured obligations
or are released to the Borrower upon termination of the applicable Letter of
Credit).

          (b) (i) The Borrower shall be required to repay the principal amount
of A Term Loans on each date set forth below in the amount set forth opposite
such date below (each such repayment, as the same may be reduced as provided in
Sections 4.01 and 4.02(B)(b), a "Scheduled A Repayment"):

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

     the last Business Day in September, 1998                  $2,500,000
     the last Business Day in December, 1998                   $2,500,000

     the last Business Day in March, 1999                      $2,500,000
     the last Business Day in June, 1999                       $2,500,000
     the last Business Day in September, 1999                  $2,500,000
     the last Business Day in December, 1999                   $2,500,000
 
     the last Business Day in March, 2000                      $3,750,000
     the last Business Day in June, 2000                       $3,750,000
     the last Business Day in September, 2000                  $3,750,000
     the last Business Day in December, 2000                   $3,750,000
 
     the last Business Day in March, 2001                      $5,000,000
     the last Business Day in June, 2001                       $5,000,000
     the last Business Day in September, 2001                  $5,000,000
     the last Business Day in December, 2001                   $5,000,000

     the last Business Day in March, 2002                      $6,250,000

                                      -21-

     the last Business Day in June, 2002                       $6,250,000
     the last Business Day in September, 2002                  $6,250,000
     A Term Loan Maturity Date                                 $6,250,000

          (ii) The Borrower shall be required to repay the principal amount of B
Term Loans on each date set forth below in the amount set forth opposite such
date below (each such repayment, as the same may be reduced as provided in
Sections 4.01 and 4.02(B)(b), a "Scheduled B Repayment"):

     Scheduled B Repayment Date                                Amount
     --------------------------                                ------

     the last Business Day in September, 1998                  $  187,500
     the last Business Day in December, 1998                   $  187,500
                                                                   
     the last Business Day in March, 1999                      $  187,500
     the last Business Day in June, 1999                       $  187,500
     the last Business Day in September, 1999                  $  187,500
     the last Business Day in December, 1999                   $  187,500
                                                                   
     the last Business Day in March, 2000                      $  187,500
     the last Business Day in June, 2000                       $  187,500
     the last Business Day in September, 2000                  $  187,500
     the last Business Day in December, 2000                   $  187,500
                                                                
     the last Business Day in March, 2001                      $  187,500
     the last Business Day in June, 2001                       $  187,500
     the last Business Day in September, 2001                  $  187,500
     the last Business Day in December, 2001                   $  187,500

     the last Business Day in March, 2002                      $  187,500
     the last Business Day in June, 2002                       $  187,500
     the last Business Day in September, 2002                  $  187,500
     the last Business Day in December, 2002                   $  187,500

     the last Business Day in March, 2003                      $8,953,125
     the last Business Day in June, 2003                       $8,953,125
     the last Business Day in September, 2003                  $8,953,125
     the last Business Day in December, 2003                   $8,953,125

     the last Business Day in March, 2004                      $8,953,125
     the last Business Day in June, 2004                       $8,953,125
     the last Business Day in September, 2004                  $8,953,125
     B Term Loan Maturity Date                                 $8,953,125

          (c) On the Business Day after the date of receipt thereof by the
Borrower and/or any of its Subsidiaries of Cash Proceeds from any Asset Sale, an
amount equal to 100% of the Net Cash Proceeds from such Asset Sale shall be
applied as a mandatory repayment of principal

                                      -22-

of the Term Loans (with the A TL Percentage of such amount to be applied as a
repayment of the A Term Loans and the B TL Percentage of such amount to be
applied as a repayment of the B Term Loans, in each case subject to modification
of such application as set forth in Section 4.02(C)), PROVIDED that with respect
to no more than $3,000,000 in the aggregate of such Net Cash Proceeds in any
fiscal year of the Borrower, such Net Cash Proceeds shall not be required to be
so applied on such date to the extent that no Default or Event of Default then
exists and the Borrower delivers a certificate to the Administrative Agent on or
prior to such date stating that such Net Cash Proceeds shall be used to purchase
assets used or to be used in the businesses referred to in Section 8.01(a)
(including without limitation (but only to the extent permitted by Section
8.02), capital stock of a corporation engaged in any such business) within 180
days following the date of such Asset Sale (which certificate shall set forth
the estimates of the proceeds to be so expended), and PROVIDED FURTHER, that (1)
if all or any portion of such Net Cash Proceeds not so applied to the repayment
of Term Loans are not so used (or contractually committed to be used) within
such 180 day period, such remaining portion shall be applied on the last day of
such period as a mandatory repayment of principal of outstanding Term Loans as
provided above in this Section 4.02(A)(c) and (2) if all or any portion of such
Net Cash Proceeds are not required to be applied on the 180th day referred to in
clause (1) above because such amount is contractually committed to be used and
subsequent to such date such contract is terminated or expires without such
portion being so used, then such remaining portion shall be applied on the date
of such termination of expiration as a mandatory repayment of principal of
outstanding Term Loans as provided above in this Section 4.02(A)(c).
Notwithstanding the foregoing, and in addition to the exemption from repayment
described in the immediately preceding sentence, Net Cash Proceeds from any
Asset Sale in the ordinary course of business shall not be required to be
applied to the making of mandatory repayments pursuant to this paragraph (c) as
long as no Default or Event of Default then exists or would exist after giving
effect thereto.

          (d) On the Business Day after the date of the receipt thereof by the
Borrower and/or any of its Subsidiaries, an amount equal to 100% of the cash
proceeds (net of underwriting discounts and commissions and other reasonable
costs associated therewith) of the incurrence of Indebtedness or the issuance or
sale of equity securities by the Borrower and/or any of its Subsidiaries (other
than Indebtedness permitted to be incurred by Section 8.04 as such section is in
effect on the Effective Date) shall be applied as a mandatory repayment of
principal of the Term Loans (with the A TL Percentage of such amount to be
applied as a repayment of the A Term Loans and the B TL Percentage of such
amount to be applied as a repayment of the B Term Loans, in each case subject to
modification of such application as set forth in Section 4.02(C)); PROVIDED that
proceeds of equity applied in accordance with Section 8.07(iii) and/or Section
8.13 shall not be required to be applied as a mandatory prepayment pursuant to
this Section 4.02(A)(d).

          (e) On each Excess Cash Payment Date, an amount equal to 50% of Excess
Cash Flow of the Borrower and its Subsidiaries for the most recent Excess Cash
Flow Period ending prior to such Excess Cash Payment Date shall be applied as a
mandatory repayment of principal of the Term Loans (with the A TL Percentage of
such amount to be applied as a repayment of the A Term Loans and the B TL
Percentage of such amount to be applied as a repayment of the B Term Loans, in
each case subject to modification of such application as set forth in Section
4.02(C)).

                                      -23-

          (f) Within 10 days following each date on which the Borrower or any of
its Subsidiaries receives any proceeds from any Recovery Event, an amount equal
to 100% of the proceeds of such Recovery Event (net of reasonable costs and
taxes incurred in connection with such Recovery Event) shall be applied as a
mandatory repayment of principal of the Term Loans (with the A TL Percentage of
such amount to be applied as a repayment of the A Term Loans and the B TL
Percentage of such amount to be applied as a repayment of the B Term Loans, in
each case subject to modification of such application as set forth in Section
4.02(C)), PROVIDED that so long as no Default or Event of Default then exists,
such proceeds shall not be required to be so applied on such date to the extent
that the Borrower has delivered a certificate to the Administrative Agent on or
prior to such date stating that such proceeds shall be used to replace or
restore any properties or assets in respect of which such proceeds were paid
within 360 days following the date of the receipt of such proceeds (which
certificate shall set forth the estimates of the proceeds to be so expended),
and PROVIDED FURTHER, that (i) if all or any portion of such proceeds not
required to be applied to the repayment of Term Loans pursuant to the preceding
proviso are not so used (or contractually committed to be used) within 360 days
after the date of the receipt of such proceeds, such remaining portion shall be
applied on the last day of such period as a mandatory repayment of principal of
the Term Loans as provided above in this Section 4.02(A)(f) and (ii) if all or
any portion of such proceeds are not required to be applied on the 360th day
referred to in clause (i) above because such amount is contractually committed
to be used and subsequent to such date such contract is terminated or expires
without such portion being so used, then such remaining portion shall be applied
on the date of such termination or expiration as a mandatory repayment of
principal of outstanding Term Loans as provided in this Section 4.02(A)(f).

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

          (B) Application:
              -----------

          (a) Any amount required to be applied to A Term Loans or B Term Loans,
as the case may be, shall apply to the repayment of the outstanding principal
amount of A Term Loans and B Term Loans, respectively, of the respective
Facility.

          (b) All repayments of A Term Loans and B Term Loans pursuant to
Section 4.02(A)(c), (d), (e) or (f) shall be applied to reduce the then
remaining Scheduled Repayments of the respective Facility PRO RATA based on the
then remaining Scheduled Repayments of the respective Facility.

          (c) With respect to each repayment of Loans required by this Section
4.02, the Borrower may designate the Types of Loans which are to be repaid and
the specific Borrowing(s) under the affected Facility pursuant to which made;
PROVIDED that (i) Eurodollar Loans made pursuant to a specific Facility may be
designated for repayment pursuant to this Section 4.02 only on the last day of
an Interest Period applicable thereto unless all Eurodollar Loans made pursuant
to such Facility with Interest Periods ending on such date of required
prepayment and all Base Rate Loans made pursuant to such Facility have been paid
in full; (ii) if any repayment of

                                      -24-

Eurodollar Loans made pursuant to a single Borrowing shall reduce the
outstanding Loans made pursuant to such Borrowing to an amount less than the
Minimum Borrowing Amount, such Borrowing shall be immediately converted into
Base Rate Loans; and (iii) each repayment of any Loans made pursuant to a
Borrowing shall be applied PRO RATA among such Loans; PROVIDED that no repayment
pursuant to Section 4.02(A)(a) shall be applied to any Revolving Loans of a
Defaulting Bank at any time when the aggregate amount of the Revolving Loans of
any NonDefaulting Bank exceeds such Non-Defaulting Bank's Revolving Percentage
of Revolving Loans then outstanding. In the absence of a designation by the
Borrower as described in the preceding sentence, the Administrative Agent shall,
subject to the above, make such designation in its sole discretion with a view,
but no obligation, to minimize breakage costs owing under Section 1.11.

          (C) Waiver of Certain Mandatory Repayments By B Banks
              --------------------------------------------------

          Notwithstanding anything to the contrary contained in this Section
4.02 or elsewhere in this Agreement (including, without limitation, in Section
12.12), Banks with outstanding B Term Loans (the "B Banks") may waive a
mandatory repayment of such Loans pursuant to Section 4.02(A)(c), (d), (e)
and/or (f) (each such repayment, a "Waivable Mandatory Repayment") upon the
terms and provisions set forth in this Section 4.02(C). The Borrower shall give
to the Administrative Agent written notice of its intention to make a Waivable
Mandatory Repayment at least five Business Days prior to such repayment, which
notice the Administrative Agent shall promptly forward to all B Banks
(indicating in such notice the amount of such repayment to be applied to each
such Bank's outstanding Term Loans under such Facilities). Any B Bank may waive
all or any part of any such Waivable Mandatory Repayment. In the event any such
B Bank desires to waive such Bank's right to receive any such Waivable Mandatory
Repayment in whole or in part, such Bank shall so advise the Administrative
Agent no later than the close of business two Business Days after the date of
such notice from the Administrative Agent, which notice shall also include the
amount such Bank desires to receive in respect of such repayment. If any Bank
does not reply to the Administrative Agent within the two Business Days, it will
be deemed not to have waived any part of such repayment. If any Bank does not
specify an amount it wishes to receive, it will be deemed to have accepted 100%
of the total payment. In the event that any such Bank waives all or part of such
right to receive any such Waivable Mandatory Repayment, the Administrative Agent
shall apply 100% of the amount so waived by such Bank to the A Term Loans in
accordance with Section 4.02(B).

          4.03 METHOD AND PLACE OF PAYMENT. Except as otherwise specifically
provided herein, all payments under this Agreement shall be made to the
Administrative Agent for the ratable account of the Banks entitled thereto, not
later than 12:00 Noon (New York time) on the date when due and shall be made in
immediately available funds and in U.S. Dollars at the Payment Office, it being
understood that written, telex or facsimile transmission notice by the Borrower
to the Administrative Agent to make a payment from the funds in the Borrower's
account at the Payment Office shall constitute the making of such payment to the
extent of such funds held in such account. Any payments under this Agreement
which are made later than 12:00 Noon (New York time) shall be deemed to have
been made on the next succeeding Business Day. Whenever any payment to be made
hereunder shall be stated to be due on a day which is not a Business Day, the
due date thereof shall be extended to the next succeeding Business Day and,

                                      -25-

with respect to payments of principal, interest shall be payable during such
extension at the applicable rate in effect immediately prior to such extension.

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

          (b) Each Bank that is not a United States person (as such term is
defined in Section 7701(a)(30) of the Code) agrees to deliver to the Borrower
and the Administrative Agent on or prior to the Effective Date, or in the case
of a Bank that is an assignee or transferee of an interest under this Agreement
pursuant to Section 1.13 or 12.04 (unless the respective Bank was already a Bank
hereunder immediately prior to such assignment or transfer), on the date of such
assignment or transfer to such Bank, (i) two accurate and complete original
signed copies of Internal Revenue Service Form 4224 or 1001 (or successor forms)
certifying to such Bank's entitlement to a complete exemption from United States
withholding tax with respect to payments to be made under this Agreement and
under any Note, or (ii) if the Bank is not a "bank" within the meaning of
Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue
Service Form 1001 or 4224 pursuant to clause (i) above, (x) a certificate
substantially in the form of Exhibit C (any such certificate, a "Section
4.04(b)(ii) Certificate") and (y) two accurate and complete original signed
copies of Internal Revenue Service Form W-8 (or successor form) certifying to
such Bank's entitlement to a complete exemption from United States withholding
tax

                                      -26-

with respect to payments of interest to be made under this Agreement and under
any Note. In addition, each Bank agrees that from time to time after the
Effective Date, when a lapse in time or change in circumstances renders the
previous certification obsolete or inaccurate in any material respect, it will
deliver to the Borrower and the Administrative Agent two new accurate and
complete original signed copies of Internal Revenue Service Form 4224 or 1001,
or Form W-8 and a Section 4.04(b)(ii) Certificate, as the case may be, and such
other forms as may be required in order to confirm or establish the entitlement
of such Bank to a continued exemption from or reduction in United States
withholding tax with respect to payments under this Agreement and any Note, or
it shall immediately notify the Borrower and the Administrative Agent of its
inability to deliver any such Form or Certificate. Notwithstanding anything to
the contrary contained in Section 4.04(a), but subject to Section 12.04(b) and
the immediately succeeding sentence, (x) the Borrower shall be entitled, to the
extent it is required to do so by law, to deduct or withhold income or similar
taxes imposed by the United States (or any political subdivision or taxing
authority thereof or therein) from interest, fees or other amounts payable
hereunder for the account of any Bank which is not a United States person (as
such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income
tax purposes to the extent that such Bank has not provided to the Borrower U.S.
Internal Revenue Service Forms that establish a complete exemption from such
deduction or withholding and (y) the Borrower shall not be obligated pursuant to
Section 4.04(a) hereof to gross-up payments to be made to a Bank in respect of
income or similar taxes imposed by the United States if (I) such Bank has not
provided to the Borrower the Internal Revenue Service Forms required to be
provided to the Borrower pursuant to this Section 4.04(b). Notwithstanding
anything to the contrary contained in the preceding sentence or elsewhere in
this Section 4.04 and except as set forth in Section 12.04(b), the Borrower
agrees to pay additional amounts and to indemnify each Bank in the manner set
forth in Section 4.04(a) (without regard to the identity of the jurisdiction
requiring the deduction or withholding) in respect of any amounts deducted or
withheld by it as described in the immediately preceding sentence as a result of
any changes after the Effective Date in any applicable law, treaty, governmental
rule, regulation, guideline or order, or in the interpretation thereof, relating
to the deducting or withholding of income or similar Taxes.

          SECTION 5. CONDITIONS PRECEDENT. The obligation of each Bank to make
each Loan to the Borrower hereunder, and the obligation of the Letter of Credit
Issuer to issue each Letter of Credit hereunder, is subject, at the time of each
such Credit Event (except as otherwise hereinafter indicated), to the
satisfaction of the following conditions:

          5.01 EXECUTION OF AGREEMENT; NOTES. On or prior to the Initial
Borrowing Date, (i) the Effective Date shall have occurred and (ii) there shall
have been delivered to the Administrative Agent for the account of each Bank
which has requested such Notes, the appropriate A Term Note, B Term Note and
Revolving Note, if any, and to Chase, the Swingline Note, in each case executed
by the Borrower and in the amount, maturity and as otherwise provided herein.

          5.02 NO DEFAULT; REPRESENTATIONS AND WARRANTIES. At the time of each
Credit Event and also after giving effect thereto (i) there shall exist no
Default or Event of Default and (ii) all representations and warranties
contained herein and in the other Credit Documents in effect at such time shall
be true and correct in all material respects with the same effect as though such
representations and warranties had been made on and as of the date of such
Credit Event, unless

                                      -27-

stated to relate to a specific earlier date, in which case such representations
and warranties shall be true and correct in all material respects as of such
earlier date.

          5.03 OFFICER'S CERTIFICATE. On the Initial Borrowing Date, the
Administrative Agent shall have received a certificate dated such date signed by
an appropriate officer of the Borrower stating that all of the applicable
conditions set forth in Sections 5.02, 5.07, 5.08 and 5.09 exist as of such
date.

          5.04 OPINIONS OF COUNSEL. On the Initial Borrowing Date, the
Administrative Agent shall have received opinions, addressed to the
Administrative Agent and each of the Banks and dated the Initial Borrowing Date,
from (i) Hutchins, Wheeler & Dittmar, counsel to the Credit Parties, which
opinion shall cover the matters contained in Exhibit D and such other matters
incident to the transactions contemplated herein as the Administrative Agent may
reasonably request and (ii) local and other counsel to the Credit Parties and/or
the Administrative Agent reasonably satisfactory to the Administrative Agent,
which opinions shall cover such matters incident to the transactions
contemplated herein and in the other Credit Documents as the Administrative
Agent may reasonably request and shall be in form and substance reasonably
satisfactory to the Administrative Agent.

          5.05 CORPORATE PROCEEDINGS. (a) On the Initial Borrowing Date, the
Administrative Agent shall have received from each Credit Party a certificate,
dated the Initial Borrowing Date, signed by the chairman, a vice chairman, the
president or any vice-president of such Credit Party, and attested to by the
secretary or any assistant secretary of such Credit Party, in the form of
Exhibit E with appropriate insertions, together with copies of the Certificate
of Incorporation and By-Laws of such Credit Party and the resolutions of such
Credit Party referred to in such certificate and all of the foregoing (including
each such Certificate of Incorporation and By-Laws) shall be reasonably
satisfactory to the Administrative Agent.

          (b) On the Initial Borrowing Date, all corporate and legal proceedings
and all instruments and agreements in connection with the transactions
contemplated by this Agreement and the other Documents shall be reasonably
satisfactory in form and substance to the Administrative Agent, and the
Administrative Agent shall have received all information and copies of all
certificates, documents and papers, including good standing certificates,
bring-down certificates and any other records of corporate proceedings and
governmental approvals, if any, which the Administrative Agent reasonably may
have requested in connection therewith, such documents and papers, where
appropriate, to be certified by proper corporate or governmental authorities.

          5.06 ADVERSE CHANGE, ETC. Since August 31, 1996, except as set forth
in the Disclosure Schedule to the Recapitalization Agreement (including without
limitation payment of the Transaction Bonuses) or as permitted or contemplated
by the Recapitalization Agreement, the Borrower and its Subsidiaries shall not
have (a) suffered any damage, destruction or casualty loss to its physical
properties which, individually or in the aggregate, has a Material Adverse
Effect (as defined in the Recapitalization Agreement); (b) incurred or
discharged any obligation or liability or entered into any other transaction
except in the ordinary course of business and except for obligations,
liabilities and transactions that do not individually or in the aggregate have a
Material Adverse Effect (as defined in the Recapitalization Agreement); (c)
suffered any changes which

                                      -28-

individually or in the aggregate have a Material Adverse Effect (as defined in
the Recapitalization Agreement); (d) increased the rate or terms of compensation
payable or to become payable by the Borrower or any of its Subsidiaries to any
of their respective directors, officers or key employees, or increased the rate
or terms of any bonus, pension or other employee benefit plan covering any of
their respective directors, officers or key employees, except in each case
increases occurring in the ordinary course of business in accordance with their
respective customary practices (including normal periodic performance reviews
and related compensation and benefit increases) or as required by any
pre-existing Commitment (as defined in the Recapitalization Agreement); (e)
declared or paid any dividend or made any other distribution on or with respect
to any shares of its capital stock or redeemed, purchased or otherwise acquired
any outstanding shares of its capital stock; (f) incurred any long-term
indebtedness for borrowed money or Capital Lease Obligations or issued any debt
securities or assumed or incurred any Guarantee Obligation other than in the
ordinary course of business; (g) sold, transferred or otherwise disposed of any
of its material properties or assets; or (h) created any Encumbrance (other than
Permitted Encumbrances (each as defined in the Recapitalization Agreement)).

          5.07 LITIGATION. On the Initial Borrowing Date, there shall be no
actions, suits or proceedings pending or threatened (a) with respect to this
Agreement or any other Document or (b) which the Administrative Agent or the
Required Banks shall determine could reasonably be expected to (i) have a
Material Adverse Effect or (ii) have a material adverse effect on the
Transaction, the rights or remedies of the Banks or the Administrative Agent
hereunder or under any other Credit Document or on the ability of any Credit
Party to perform its respective obligations to the Banks or the Administrative
Agent hereunder or under any other Credit Document.

          5.08 APPROVALS. On or prior to the Initial Borrowing Date, all
necessary governmental (domestic and foreign) and third party approvals in
connection with the Transaction, the transactions contemplated by the Documents
and otherwise referred to herein or therein shall have been obtained and remain
in effect (other than any such approvals with respect to the Recapitalization
which the Borrower reasonably believes both individually and in the aggregate
are not material to the operations of the Borrower and its Subsidiaries taken as
a whole), and all applicable waiting periods shall have expired without any
action being taken by any competent authority which restrains, prevents or
imposes materially adverse conditions upon the consummation of the Transaction,
the transactions contemplated by the Documents and otherwise referred to herein
or therein. Additionally, there shall not exist any judgment, order, injunction
or other restraint issued or filed or a hearing seeking injunctive relief or
other restraint pending or notified prohibiting or imposing materially adverse
conditions upon the consummation of the Transaction or the making of Loans or
the issuance of the Letters of Credit.

          5.09 CONSUMMATION OF THE TRANSACTION. (a) On the Initial Borrowing
Date, the Recapitalization shall have been consummated in accordance with the
Recapitalization Documents and all applicable laws, and each of the conditions
precedent to the consummation of the Recapitalization (including, without
limitation, the accuracy in all material respects of the representations and
warranties contained in the Recapitalization Agreement) shall have been
satisfied and not waived, except with the consent of the Administrative Agent
and the Required Banks, to the satisfaction of the Administrative Agent and the
Required Banks.

                                      -29-

          (b) On or prior to the Initial Borrowing Date (i) the Borrower shall
have received cash proceeds of at least $114,500,000 from the sale of Borrower
Common Stock and Borrower Preferred Stock in connection with the
Recapitalization and (ii) the Banks shall have received complete and correct
copies of all documents executed and delivered in connection with such sale of
Borrower Common Stock and Borrower Preferred Stock, each of which shall be in
full force and effect and shall be in form and substance reasonably satisfactory
to the Administrative Agent and the Required Banks.

          (c) On or prior to the Initial Borrowing Date (i) the Borrower shall
have received at least $100,000,000 of gross cash proceeds from the sale or
issuance of the Senior Subordinated Notes, which cash proceeds, when aggregated
with the proceeds of the Loans made on the Initial Borrowing Date and the equity
referred to in Section 5.09(b), shall be sufficient to repay the
Recapitalization Demand Note on the Initial Borrowing Date and (ii) the Banks
shall have received complete and correct copies of all documents executed and
delivered in connection with such sale and issuance, each of which shall be in
full force and effect and in form and substance reasonably satisfactory to the
Administrative Agent and the Required Banks.

          (d) On or prior to the Initial Borrowing Date, there shall have been
delivered to the Administrative Agent true and correct copies of all Documents
entered into on or prior to such date in connection with the Transaction, and
all of the terms and conditions of such Documents, as well as the structure of
the Transaction and the ownership interests in AcquisitionCo and the Borrower
prior to and after giving effect to the Transaction, shall be in form and
substance satisfactory to the Agents and the Required Banks (it being
acknowledged that the terms and conditions of the Recapitalization Agreement as
in effect on the Initial Borrowing Date is satisfactory to the Agents).

          (e) On the Initial Borrowing Date, the Agents shall have received
evidence in form, scope and substance reasonably satisfactory to them that the
matters set forth in this Section 5.09 have been satisfied on such date.

          5.10 SECURITY DOCUMENTS. (a) On the Initial Borrowing Date the
Borrower shall have duly authorized, executed and delivered a Pledge Agreement
in the form of Exhibit F (as modified, amended or supplemented from time to time
in accordance with the terms thereof and hereof, the "Pledge Agreement") and
shall have delivered to the Collateral Agent, as pledgee thereunder, all of the
Pledged Securities referred to therein, endorsed in blank in the case of
promissory notes or accompanied by executed and undated stock powers in the case
of capital stock, and the Pledge Agreement shall be in full force and effect.

          (b) On the Initial Borrowing Date, the Borrower and each of its
material Subsidiaries, if any, shall have duly authorized, executed and
delivered a Security Agreement in the form of Exhibit G (as modified, amended or
supplemented from time to time in accordance with the terms thereof and hereof,
the "Security Agreement") covering all of the Security Agreement Collateral,
together with:

          (A) executed copies of Financing Statements (Form UCC-1) or
     appropriate local equivalent in appropriate form for filing under the UCC
     or appropriate local equivalent of

                                      -30-

     each jurisdiction as may be necessary to perfect the security interests
     purported to be created by the Security Agreement;

          (B) certified copies of Requests for Information or Copies (Form
     UCC-11), or equivalent reports, each of a recent date listing all effective
     financing statements that name AcquisitionCo, the Borrower or any of their
     Domestic Subsidiaries as debtor and that are filed in the jurisdictions
     referred to in clause (A) above, together with copies of such financing
     statements that name AcquisitionCo, the Borrower or any of their Domestic
     Subsidiaries as debtor (none of which shall cover the Collateral except (x)
     those with respect to which appropriate termination statements executed by
     the secured lender thereunder have been delivered to the Administrative
     Agent and (y) to the extent evidencing Permitted Liens);

          (C) evidence of the completion of all other recordings and filings of,
     or with respect to, the Security Agreement as may be necessary or, in the
     reasonable opinion of the Collateral Agent, desirable, to perfect the
     security interests purported to be created by the Security Agreement; and

          (D) evidence that all other actions necessary or, in the reasonable
     opinion of the Collateral Agent, desirable, to perfect the security
     interests purported to be created by the Security Agreement have been
     taken;

and the Security Agreement shall be in full force and effect.

          (c) On the Initial Borrowing Date, each of the Borrower's material
Subsidiaries, if any, shall have duly authorized, executed and delivered a
Subsidiary Guaranty in the form of Exhibit H (as modified, amended or
supplemented from time to time in accordance with the terms thereof and hereof,
the "Subsidiary Guaranty").

          5.11 FEES AND EXPENSES. The aggregate amount of all fees and expenses
to be paid in connection with the Transaction shall not exceed $25,000,000.

          5.12 MORTGAGES; TITLE INSURANCE. (a) On the Initial Borrowing Date,
the Collateral Agent shall have received fully executed counterparts of deeds of
trust, mortgages and similar documents in each case in form and substance
satisfactory to the Collateral Agent (as amended, modified or supplemented from
time to time in accordance with the terms thereof and hereof, each a "Mortgage"
and, collectively, the "Mortgages") with respect to each of the Mortgaged
Properties, and arrangements reasonably satisfactory to the Collateral Agent
shall be in place to provide that counterparts of such Mortgages shall be
recorded on the Initial Borrowing Date in all places to the extent necessary or
desirable, in the judgment of the Collateral Agent, effectively to create a
valid and enforceable first priority mortgage Lien, subject only to Permitted
Encumbrances, on each such Mortgaged Property in favor of the Collateral Agent
(or such other trustee as may be required or desired under local law) for the
benefit of the Secured Creditors.

          (b) On the Initial Borrowing Date, the Collateral Agent shall have
received mortgagee title insurance policies (or binding commitments to issue
such title insurance policies) issued by title insurers reasonably satisfactory
to the Collateral Agent (the "Mortgage Policies") in

                                      -31-

amounts reasonably satisfactory to the Collateral Agent and assuring the
Collateral Agent that the Mortgages are valid and enforceable first priority
mortgage Liens on the respective Mortgaged Properties, free and clear of all
defects and encumbrances except Permitted Encumbrances. Such Mortgage Policies
shall be in form and substance reasonably satisfactory to the Collateral Agent
and (i) shall include (to the extent available in the respective jurisdiction of
each Mortgaged Property) an endorsement for future advances under this
Agreement, the Notes and the Mortgages, and for such other matters that the
Collateral Agent in its discretion may reasonably request, (ii) shall not
include an exception for mechanics' liens, and (iii) shall provide for
affirmative insurance and such reinsurance (including direct access agreements)
as the Collateral Agent in its discretion may reasonably request.

          5.13 EXISTING INDEBTEDNESS AGREEMENTS; SHAREHOLDERS' AGREEMENTS;
MANAGEMENT AGREEMENTS; TAX ALLOCATION AGREEMENTS. On or prior to the Initial
Borrowing Date, there shall have been delivered to the Administrative Agent
copies, certified as true and correct by an appropriate officer of the Borrower,
of:

          (a) all agreements evidencing or relating to the Existing Indebtedness
     that are to remain in effect after giving effect to the consummation of the
     Transaction (collectively, the "Existing Indebtedness Agreements");

          (b) all agreements entered into by AcquisitionCo, the Borrower or any
     of their Subsidiaries governing the terms and relative rights of its
     capital stock, and any agreements entered into by shareholders relating to
     any such entity with respect to their capital stock, in each case that are
     to remain in effect after giving effect to the consummation of the
     Transaction (collectively, the "Shareholders' Agreements");

          (c) any material agreements (or the forms thereof) with members of, or
     with respect to, the management of AcquisitionCo, the Borrower or any of
     their Subsidiaries that are to remain in effect after giving effect to the
     consummation of the Transaction (collectively, the "Management
     Agreements"); and

          (d) any tax sharing or tax allocation agreements entered into by
     AcquisitionCo, the Borrower or any of their Subsidiaries (collectively, the
     "Tax Allocation Agreements");

all of which Existing Indebtedness Agreements, Shareholders' Agreements,
Management Agreements and Tax Allocation Agreements shall be in form and
substance reasonably satisfactory to the Administrative Agent and shall be in
full force and effect on the Initial Borrowing Date.

          5.14 SOLVENCY OPINIONS; EVIDENCE OF INSURANCE. On the Initial
Borrowing Date, the Administrative Agent shall have received:

          (a) a solvency opinion from Murray, Devine & Co, addressed to the
     Agents and each of the Banks and dated the Initial Borrowing Date and
     supporting the conclusions, that, after giving effect to the Transaction
     and the incurrence of all financings contemplated herein, the Borrower (on
     a stand alone basis) and the Borrower and its Subsidiaries and the LS
     Companies (on a consolidated basis) are not insolvent and will not

                                      -32-

     be rendered insolvent by the indebtedness incurred in connection herewith,
     will not be left with unreasonably small capital with which to engage in
     their respective businesses and will not have incurred debts beyond their
     ability to pay such debts as they mature and become due; and

          (b) evidence of insurance complying with the requirements of Section
     7.03 for the business and properties of the Borrower and its Subsidiaries,
     in scope, form and substance reasonably satisfactory to the Administrative
     Agent and the Required Banks and naming the Collateral Agent as an
     additional insured and/or loss payee, and stating that such insurance shall
     not be cancelled or revised without at least 30 days' (or 10 days' in the
     case of non-payment of premium) prior written notice by the insurer to the
     Collateral Agent.

          5.15 Pro Forma Balance Sheet; Minimum Ebitda.
               ---------------------------------------

          (a) On or prior the Initial Borrowing Date, there shall have been
     delivered to the Administrative Agent, an unaudited PRO FORMA consolidated
     balance sheet of the Borrower and its Subsidiaries and the LS Companies
     after giving effect to the Transaction and prepared in accordance with
     GAAP, together with a related statement of operations, which PRO FORMA
     balance sheets and statement of operations shall be reasonably satisfactory
     in form and substance to the Administrative Agent and the Required Banks.

          (b) The financial statements described in Section 5.15(a) shall
     demonstrate that Adjusted Pro Forma Consolidated EBITDA for the nine-month
     period ended September 28, 1996 was at least $39,200,000.

          5.16 PROJECTIONS. On or prior to the Initial Borrowing Date, the Banks
shall have received the financial projections (the "Projections") set forth on
Schedule 5.16, which include the projected results of the Borrower and its
Subsidiaries for the eight fiscal years ended after the Initial Borrowing Date.

          5.17 EXISTING INDEBTEDNESS. On the Initial Borrowing Date and after
giving effect to the Transaction and the Loans incurred on the Initial Borrowing
Date, neither the Borrower nor any of its Subsidiaries shall have any preferred
stock or Indebtedness outstanding except for the Borrower Preferred Stock, the
Obligations and the Existing Indebtedness. The Borrower's existing credit
agreement shall have been repaid in full from the proceeds of the Term Loans
and, together with any security interests granted in connection therewith,
terminated pursuant to documentation in form and substance satisfactory to the
Administrative Agent. On and as of the Initial Borrowing Date, all of the
Existing Indebtedness shall remain outstanding after giving effect to the
Transaction and the other transactions contemplated hereby without any default
or event of default existing thereunder or arising as a result of the
Transaction and the other transactions contemplated hereby, and there shall not
be any amendments or modifications to the Existing Indebtedness Agreements other
than as requested or approved by the Administrative Agent or the Required Banks.
On and as of the Initial Borrowing Date, the Administrative Agent and the
Required Banks shall be satisfied with the terms and conditions of the Borrower
Preferred Stock and the amount of and the terms and conditions of all Existing
Indebtedness.

                                      -33-

          5.18 PAYMENT OF FEES. On the Initial Borrowing Date, all costs, fees
and expenses, and all other compensation contemplated by this Agreement, due to
the Agents or the Banks (including, without limitation, legal fees and expenses)
shall have been paid to the extent due.

          5.19 NOTICE OF BORROWING; LETTER OF CREDIT REQUEST. The Administrative
Agent shall have received a Notice of Borrowing satisfying the requirements of
Section 1.03 with respect to each incurrence of Loans; and the Administrative
Agent and the Letter of Credit Issuer shall have received a Letter of Credit
Request satisfying the requirements of Section 2.02 with respect to each
issuance of a Letter of Credit.

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

          SECTION 6. REPRESENTATIONS, WARRANTIES AND AGREEMENTS. In order to
induce the Banks to enter into this Agreement and to make the Loans and issue
and/or participate in the Letters of Credit provided for herein, the Borrower
makes the following representations, warranties and agreements with the Banks in
each case after giving effect to the Transaction, all of which shall survive the
execution and delivery of this Agreement, the making of the Loans and the
issuance of the Letters of Credit (with the occurrence of each Credit Event
being deemed to constitute a representation and warranty that the matters
specified in this Section 6 are true and correct in all material respects on and
as of the date of each such Credit Event, unless stated to relate to a specific
earlier date, in which case all representations and warranties specifically
relating to an earlier date shall be true and correct in all material respects
as of such earlier date):

          6.01 CORPORATE STATUS. Each of the Borrower and each of its
Subsidiaries (i) is a duly organized and validly existing corporation in good
standing under the laws of the jurisdiction of its organization, (ii) has the
corporate power and authority to own its property and assets and to transact the
business in which it is engaged and presently proposes to engage and (iii) is
duly qualified and is authorized to do business and is in good standing in all
jurisdictions where it is required to be so qualified and where the failure to
be so qualified would have a Material Adverse Effect.

          6.02 CORPORATE POWER AND AUTHORITY. Each Credit Party has the
corporate power and authority to execute, deliver and carry out the terms and
provisions of the Documents to which it is a party and has taken all necessary
corporate action to authorize the execution, delivery and performance of the
Documents to which it is a party. Each Credit Party has duly executed and
delivered each Document to which it is a party and each such Document
constitutes the legal, valid and binding obligation of such Credit Party
enforceable in accordance with its terms, except to the extent that the
enforceability thereof may be limited by applicable bankruptcy, insolvency,

                                      -34-

reorganization, moratorium or similar laws generally affecting creditors' rights
and by equitable principles (regardless of whether enforcement is sought in
equity or at law).

          6.03 NO VIOLATION. Neither the execution, delivery or performance by
any Credit Party of the Documents to which it is a party nor compliance by any
Credit Party with the terms and provisions thereof, nor the consummation of the
transactions contemplated herein or therein, (i) will materially contravene any
applicable provision of any law, statute, rule or regulation, or any order,
writ, injunction or decree of any court or governmental instrumentality, (ii)
will materially conflict or be inconsistent with or result in any breach of, any
of the terms, covenants, conditions or provisions of, or constitute a default
under, or (other than pursuant to the Security Documents) result in the creation
or imposition of (or the obligation to create or impose) any Lien upon any of
the property or assets of the Borrower or any of its Subsidiaries pursuant to
the terms of any indenture, mortgage, deed of trust, loan agreement, credit
agreement or any other material agreement or instrument to which the Borrower or
any of its Subsidiaries is a party or by which it or any of its property or
assets are bound or to which it may be subject, except for such conflicts,
inconsistencies, breaches or defaults which, either individually or in the
aggregate, could not reasonably be expected to have a Material Adverse Effect,
or (iii) will violate any provision of the Certificate of Incorporation or
By-Laws of the Borrower or any of its Subsidiaries.

          6.04 LITIGATION. There are no actions, suits or proceedings pending
or, to the knowledge of the Borrower or any of its Subsidiaries, threatened,
with respect to the Borrower or any of its Subsidiaries (i) that are likely to
have a Material Adverse Effect or (ii) that could reasonably be expected to have
a material adverse effect on the rights or remedies of any Agent or the Banks or
on the ability of any Credit Party to perform its respective obligations to the
Agents or the Banks hereunder and under the other Credit Documents to which it
is, or will be, a party. Additionally, there does not exist any judgment, order
or injunction prohibiting or imposing material adverse conditions upon the
occurrence of any Credit Event. Schedule 6.04 describes a federal grand jury
investigation involving the Borrower which as of the Initial Borrowing Date the
Borrower does not expect will have a Material Adverse Effect. Since the Initial
Borrowing Date, there has been no change in the status of such investigation
which could reasonably be expected to have a Material Adverse Effect.

          6.05 USE OF PROCEEDS; MARGIN REGULATIONS. (a) The proceeds of all Term
Loans incurred on the Initial Borrowing Date shall be utilized to finance a
portion of the cash consideration price to be paid in connection with the
Recapitalization, to pay the fees and expenses incurred in connection therewith
and to refinance existing Indebtedness in an amount not to exceed $43,000,000.

          (b) The proceeds of all Revolving Loans and Swingline Loans shall be
utilized for the working capital purposes of the Borrower and its Subsidiaries.
Letters of Credit shall be utilized solely in the ordinary course of business of
the Borrower and its Subsidiaries.

          (c) Neither the making of any Loan, nor the use of the proceeds
thereof, will violate the provisions of Regulation G, T, U or X of the Board of
Governors of the Federal Reserve System and no part of the proceeds of any Loan
will be used to purchase or carry any Margin Stock or to extend credit for the
purpose of purchasing or carrying any Margin Stock.

                                      -35-

          6.06 GOVERNMENTAL APPROVALS. All orders, consents, approvals,
licenses, authorizations, or validations of, or filings, recordings or
registrations with, or exemptions by, any foreign or domestic governmental or
public body or authority, or any subdivision thereof, which may be required to
authorize (i) the execution, delivery and performance by the Borrower or any
Subsidiary of any Document or (ii) the legality, validity, binding effect or
enforceability of any Document have been obtained or made.

          6.07 INVESTMENT COMPANY ACT. Neither the Borrower nor any of its
Subsidiaries is an "investment company" or a company "controlled" by an
"investment company," within the meaning of the Investment Company Act of 1940,
as amended.

          6.08 PUBLIC UTILITY HOLDING COMPANY ACT. Neither the Borrower nor any
of its Subsidiaries is a "holding company," or a "subsidiary company" of a
"holding company," or an "affiliate" of a "holding company" or of a "subsidiary
company" of a "holding company," within the meaning of the Public Utility
Holding Company Act of 1935, as amended.

          6.09 TRUE AND COMPLETE DISCLOSURE. All factual information (taken as a
whole) heretofore or contemporaneously furnished by or on behalf of the Borrower
or any of its Subsidiaries in writing to any Agent or any Bank (including,
without limitation, all information contained in the Documents) for purposes of
or in connection with this Agreement or any transaction contemplated herein is,
and all other such factual information (taken as a whole) hereafter furnished by
or on behalf of any such Persons in writing to any Agent or any Bank will be,
true and accurate in all material respects on the date as of which such
information is dated or certified and not incomplete by omitting to state any
material fact necessary to make such information (taken as a whole) not
misleading at such time in light of the circumstances under which such
information was provided.

          6.10 FINANCIAL CONDITION; FINANCIAL STATEMENTS. (a) On and as of the
Initial Borrowing Date, on a PRO FORMA basis after giving effect to the
Transaction and to all Indebtedness incurred, and to be incurred, and Liens
created, and to be created, by each Credit Party in connection therewith, with
respect to the Borrower and its Subsidiaries (on a consolidated basis) and of
the Borrower (on a stand alone basis) (x) the sum of the assets, at a fair
valuation, of each of the Borrower and its Subsidiaries and the LS Companies (on
a consolidated basis) and of the Borrower (on a stand alone basis) will exceed
its debts, (y) it has not incurred nor intended to, nor believes that it will,
incur debts beyond its ability to pay such debts as such debts mature and (z) it
will have sufficient capital with which to conduct its business. For purposes of
this Section 6.10, "debt" means any liability on a claim, and "claim" means (i)
right to payment whether or not such a right is reduced to judgment, liquidated,
unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed,
legal, equitable, secured or unsecured or (ii) right to an equitable remedy for
breach of performance if such breach gives rise to a payment, whether or not
such right to an equitable remedy is reduced to judgment, fixed, contingent,
matured, unmatured, disputed, undisputed, secured or unsecured.

          (b) The consolidated balance sheets of Safelite and its Subsidiaries
at each of FYE 1995 and 1994 and at September 28, 1996 and the related
consolidated statements of income, stockholders' equity and cash flows of
Safelite and its Subsidiaries for the fiscal year or nine-month period, as the
case may be, ended as of said dates (all of which FYE financial statements

                                      -36-

have been audited by Deloitte & Touche LLP and all of which September 28, 1996
financial statements have been certified by the chief financial officer of
Safelite), copies of which have heretofore been furnished to each Bank, are true
and correct in all material respects and present fairly in all material respects
the combined financial position of Safelite and its Subsidiaries at the dates of
said statements and the results for the periods covered thereby. All such
financial statements have been prepared in accordance with GAAP consistently
applied except to the extent provided in the notes to said financial statements
and subject, in the case of the September 28, 1996 statements, to normal
year-end audit adjustments and the absence of footnotes.

          (c) The consolidated balance sheets of Lear Siegler and its
Subsidiaries at FYE 1995 and 1994 and at September 28, 1996 and the related
statements of income, stockholders' equity and cash flows of Lear Siegler and
its Subsidiaries for the fiscal year or nine-month period, as the case may be,
ended as of said dates (all of which FYE financial statements have been audited
by Deloitte & Touche LLP and all of which September 28, 1996 financial
statements have been certified by the President of Lear Siegler), copies of
which have heretofore been furnished to each Bank, are true and correct in all
material respects and present fairly in all material respects the consolidated
financial position of Lear Siegler and its Subsidiaries at the dates of said
statements and the results for the periods covered thereby (it being noted that
purchase accounting adjustments to such September 28, 1996 financial statements
have been made and appear in the adjusted PRO FORMA balance sheet referred to in
Section 5.15(a) hereof). All such financial statements have been prepared in
accordance with GAAP consistently applied except to the extent provided in the
notes to said financial statements and subject, in the case of the September 28,
1996 statements, to normal year-end audit adjustments and the absence of
footnotes.

          (d) Since August 31, 1996, except as set forth in the Disclosure
Schedule to the Recapitalization Agreement (including, without limitation, as to
the Transaction Bonuses) or permitted or contemplated by the Recapitalization
Agreement, nothing has occurred that has had or could reasonably be expected to
have a Material Adverse Effect.

          (e) Except as fully reflected in the financial statements described in
Sections 5.15(a) and 6.10(b) and (c) and the Indebtedness incurred under this
Agreement, there were as of the Initial Borrowing Date (and after giving effect
to any Loans made on such date), no liabilities or obligations (excluding
current obligations incurred in the ordinary course of business) with respect to
Safelite, Lear Siegler or any of their Subsidiaries (whether absolute, accrued,
contingent or otherwise and whether or not due), and neither the Borrower nor
any of its Subsidiaries know of any basis for the assertion against Safelite,
Lear Siegler or any of their Subsidiaries of any such liability or obligation,
which, either individually or in the aggregate, are or would be reasonably
likely to have, a Material Adverse Effect.

          (f) The Projections are based on good faith estimates and assumptions
made by the management of the Borrower, and on the Initial Borrowing Date such
management believed that the Projections were reasonable and attainable, it
being recognized by the Banks, however, that projections as to future events are
not to be viewed as facts and that the actual results during the period or
periods covered by the Projections probably will differ from the projected
results and that the differences may be material.

                                      -37-

          6.11 SECURITY INTERESTS. On and after the Initial Borrowing Date, each
of the Security Documents creates (or after the execution and delivery thereof
will create), as security for the Obligations, a valid and enforceable perfected
security interest in and Lien on all of the Collateral subject thereto, superior
to and prior to the rights of all third Persons, and subject to no other Liens
(except that the Security Agreement Collateral, the Mortgaged Properties and the
Collateral covered by the Additional Security Documents may be subject to
Permitted Liens relating thereto), in favor of the Collateral Agent. No filings
or recordings are required in order to perfect the security interests created
under any Security Document except for filings or recordings required in
connection with any such Security Document which shall have been made on or
prior to the Initial Borrowing Date as contemplated by Section 5.10(b) or on or
prior to the execution and delivery thereof as contemplated by Sections 7.11,
7.13 and 8.15.

          6.12 REPRESENTATIONS AND WARRANTIES IN OTHER DOCUMENTS. All
representations and warranties of the Credit Parties set forth in the other
Documents, and, to the knowledge of the Borrower, all representations and
warranties of the other parties set forth in the other Documents, were true and
correct in all material respects as of the time such representations and
warranties were made and shall be true and correct in all material respects as
of the Initial Borrowing Date as if such representations and warranties were
made on and as of such date, unless stated to relate to a specific earlier date,
in which case such representations and warranties shall be true and correct in
all material respects as of such earlier date.

          6.13 TRANSACTION. At the time of consummation thereof, the Transaction
shall have been consummated in accordance with the terms of the respective
Documents and all applicable laws. At the time of consummation thereof, all
consents and approvals of, and filings and registrations with, and all other
actions in respect of, all governmental agencies, authorities or
instrumentalities required to make or consummate the Transaction have been
obtained, given, filed or taken or waived and are or will be in full force and
effect (or effective judicial relief with respect thereto has been obtained)
except where the failure to obtain, give, file, or take would not reasonably be
expected to have a Material Adverse Effect. All applicable waiting periods with
respect thereto have or, prior to the time when required, will have, expired
without, in all such cases, any action being taken by any competent authority
which restrains, prevents, or imposes material adverse conditions upon the
Transaction. Additionally, there does not exist any judgment, order or
injunction prohibiting or imposing material adverse conditions upon the
Transaction, or the occurrence of any Credit Event or the performance by any
Credit Party of their obligations under the Documents and all applicable laws.
The Transaction has been consummated in accordance with the respective Documents
and all applicable laws.

          6.14 SPECIAL PURPOSE CORPORATION. Prior to the consummation of the
Transaction, AcquisitionCo had no significant assets or liabilities (other than
those rights and liabilities under the Documents to which it is a party).

          6.15 COMPLIANCE WITH ERISA. (a) Except for any noncompliance,
liabilities and obligations that would not individually or in the aggregate have
a Material Adverse Effect: each Plan is in substantial compliance with ERISA and
the Code; no Reportable Event has occurred with respect to a Plan during the
five year period prior to the date on which this representation is made or
deemed made with respect to any Plan; no Multiemployer Plan is insolvent or in
reorganization; no Plan has an Unfunded Current Liability; no Plan has an
accumulated or waived

                                      -38-

funding deficiency, has permitted decreases in its funding standard account or
has applied for a waiver of the minimum funding standard or an extension of any
amortization period within the meaning of Section 412 of the Code during the
five year period prior to the date on which this representation is made or
deemed made with respect to any Plan; all contributions required to be made with
respect to each Plan, Multiemployer Plan and Foreign Pension Plan have been
timely made; neither the Borrower nor any of its Subsidiaries nor any ERISA
Affiliate has incurred any material liability to or on account of a Plan
pursuant to Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201, 4204
or 4212 of ERISA or Section 401(a)(29), 4971, 4975 or 4980 of the Code or
reasonably expects to incur any material liability (including any indirect,
contingent or secondary liability) under any of the foregoing Sections with
respect to any Plan (other than liabilities of any ERISA Affiliate which could
not, by operation of law or otherwise, become a liability of the Borrower or any
of its Subsidiaries); no proceedings have been instituted to terminate, or to
appoint a trustee to administer, any Plan; no condition exists which presents a
material risk to the Borrower or any of its Subsidiaries or any ERISA Affiliate
of incurring a liability to or on account of a Plan pursuant to the foregoing
provisions of ERISA and the Code; using actuarial assumptions and computation
methods consistent with subpart 1 of subtitle E of Title IV of ERISA, the
aggregate liabilities of the Borrower and its Subsidiaries and its ERISA
Affiliates to all Plans which are multiemployer plans (as defined in Section
4001(a)(3) of ERISA) in the event of a complete withdrawal therefrom, as of the
close of the most recent fiscal year of each such Plan ended prior to the date
of the most recent Credit Event, would not result in a Material Adverse Effect;
no lien imposed under the Code or ERISA on the assets of the Borrower or any of
its Subsidiaries or any ERISA Affiliate exists or is likely to arise on account
of any Plan; and the Borrower and its Subsidiaries do not maintain or contribute
to any Retiree Welfare Plan.

          (b) Except for any noncompliance, liabilities and obligations that
would not individually or in the aggregate have a Material Adverse Effect: any
Foreign Pension Plan has been maintained in substantial compliance with its
terms and with the requirements of any and all applicable laws, statutes, rules,
regulations and orders and has been maintained, where required, in good standing
with applicable regulatory authorities. Neither the Borrower nor any of its
Subsidiaries has incurred any material obligation in connection with the
termination of or withdrawal from any Foreign Pension Plan. The present value of
the accrued benefit liabilities (whether or not vested) under any Foreign
Pension Plan which is funded, determined as of the end of the most recently
ended fiscal year of the Borrower on the basis of actuarial assumptions, each of
which is reasonable, did not exceed the current value of the assets of such
Foreign Pension Plan, and for any Foreign Pension Plan which is not funded, the
obligations of such Foreign Pension Plan are properly accrued.

          6.16 CAPITALIZATION. On the Initial Borrowing Date and after giving
effect to the Transaction and the other transactions contemplated hereby, the
authorized and issued capital stock of the Borrower shall be as set forth on
Schedule 6.16. All outstanding shares of capital stock of the Borrower have been
duly and validly issued, and are fully paid and nonassessable. The Borrower does
not have outstanding any securities convertible into or exchangeable for its
capital stock or outstanding any rights to subscribe for or to purchase, or any
options for the purchase of, or any agreements providing for the issuance
(contingent or otherwise) of, or any calls, commitments or claims of any
character relating to, its capital stock, except as set forth on Schedule 6.16.

                                      -39-

          6.17 SUBSIDIARIES. (a) Prior to the consummation of the Transaction
(i) AcquisitionCo has no direct Subsidiaries and (ii) the Borrower has no
Subsidiaries other than as set forth on Schedule 6.17. All such Subsidiaries
other than SGC Franchising Corp. will be merged into the Borrower on or before
the Initial Borrowing Date.

          (b) On and as of the Initial Borrowing Date and after giving effect to
the consummation of the Transaction, AcquisitionCo shall have been merged into
the Borrower in accordance with the Recapitalization Documents and the Borrower
shall have no Subsidiaries other than the Subsidiary listed on Schedule 6.17 as
a Subsidiary remaining after the Initial Borrowing Date; the net book value of
such Subsidiary is set forth on Schedule 6.17. Schedule 6.17 correctly sets
forth, as of the Initial Borrowing Date and after giving effect to the
Transaction, the percentage ownership (direct and indirect) of the Borrower in
each class of capital stock of each of its Subsidiaries and also identifies the
direct owner thereof.

          (c) Schedule 6.17 correctly sets forth, as of the Initial Borrowing
Date and after giving effect to the Transaction, the percentage ownership
(direct and indirect) of the Borrower in each class of capital stock of each of
the LS Companies and also identifies the direct owner thereof.

          6.18 INTELLECTUAL PROPERTY. Each of the Borrower and each of its
Subsidiaries owns or holds a valid license to use all the material patents,
trademarks, permits, service marks, trade names, technology, know-how and
formulas or other rights with respect to the foregoing, free from restrictions
that are materially adverse to the use thereof, that are used in the operation
of the business of the Borrower and each of its Subsidiaries as presently
conducted.

          6.19 COMPLIANCE WITH STATUTES, ETC. The Borrower and each of its
Subsidiaries is in compliance with all applicable statutes, regulations and
orders of, and all applicable restrictions imposed by, all governmental bodies,
domestic or foreign, in respect of the conduct of its business and the ownership
of its property (including compliance with all applicable Environmental Laws
with respect to any Real Property or governing its business and the requirements
of any permits issued under such Environmental Laws with respect to any such
Real Property or the operations of the Borrower or any of its Subsidiaries),
except such non-compliance as is not likely to, individually or in the
aggregate, have a Material Adverse Effect.

          6.20 ENVIRONMENTAL MATTERS. (a) Each of the Borrower and each of its
Subsidiaries has complied with, and on the date of each Credit Event is in
compliance with, all applicable Environmental Laws and the requirements of any
permits issued under such Environmental Laws. There are no pending or, to the
best knowledge of the Borrower, past or threatened Environmental Claims against
the Borrower or any of its Subsidiaries or any Real Property owned or operated
by the Borrower or any of its Subsidiaries. There are no facts, circumstances,
conditions or occurrences on any Real Property owned or operated by the Borrower
or any of its Subsidiaries or, to the best knowledge of the Borrower, on any
property adjoining or in the vicinity of any such Real Property that would
reasonably be expected (i) to form the basis of an Environmental Claim against
the Borrower or any of its Subsidiaries or any such Real Property or (ii) to
cause any such Real Property to be subject to any restrictions on the ownership,
occupancy, use or transferability of such Real Property by the Borrower or any
of its Subsidiaries under any applicable Environmental Law.

                                      -40-

          (b) Hazardous Materials have not at any time been generated, used,
treated or stored on, or transported to or from, any Real Property owned or
operated by the Borrower or any of its Subsidiaries where such generation, use,
treatment or storage has violated or would reasonably be expected to violate any
Environmental Law. Hazardous Materials have not at any time been Released on or
from any Real Property owned or operated by the Borrower or any of its
Subsidiaries in a manner that would reasonably be expected to form the basis for
an Environmental Claim against the Borrower or any of its Subsidiaries. There
are not now any underground storage tanks located on any Real Property owned or
operated by the Borrower or any of its Subsidiaries which could reasonably be
expected to form the basis for an Environmental Claim against the Borrower or
any of its Subsidiaries.

          (c) Notwithstanding anything to the contrary in this Section 6.20, the
representations made in this Section 6.20 shall only be untrue if the aggregate
effect of all conditions, failures, noncompliances, Environmental Claims,
Releases and presence of underground storage tanks, in each case of the types
described above, would reasonably be expected to have a Material Adverse Effect.

          6.21 PROPERTIES. All Real Property owned by the Borrower or any of its
Subsidiaries and all material Leaseholds leased by the Borrower or any of its
Subsidiaries, in each case as of the Initial Borrowing Date and after giving
effect to the Transaction, and the nature of the interest therein, is correctly
set forth in Schedule 6.21. Each of the Borrower and each of its Subsidiaries
has good and marketable title to, or a validly subsisting leasehold interest in,
all material properties owned or leased by it, including all Real Property
reflected in Schedule 6.21 or in the financial statements referred to in Section
6.10(b), free and clear of all Liens, other than Permitted Liens.

          6.22 LABOR RELATIONS. Neither the Borrower nor any of its Subsidiaries
is engaged in any unfair labor practice that could reasonably be expected to
have a Material Adverse Effect. There is (i) no unfair labor practice complaint
pending against the Borrower or any of its Subsidiaries or, to the best
knowledge of the Borrower, threatened against any of them, before the National
Labor Relations Board, and no grievance or arbitration proceeding arising out of
or under any collective bargaining agreement is so pending against the Borrower
or any of its Subsidiaries or, to the best knowledge of the Borrower, threatened
against any of them, (ii) no strike, labor dispute, slowdown or stoppage pending
against the Borrower or any of its Subsidiaries or, to the best knowledge of the
Borrower, threatened against the Borrower or any of its Subsidiaries and (iii)
to the best knowledge of the Borrower, no union representation question existing
with respect to the employees of the Borrower or any of its Subsidiaries and, to
the best knowledge of the Borrower, no union organizing activities are taking
place, except (with respect to any matter specified in clause (i), (ii) or (iii)
above, either individually or in the aggregate) such as is not reasonably likely
to have a Material Adverse Effect.

          6.23 TAX RETURNS AND PAYMENTS. All Federal, material state and other
material returns, statements, forms and reports for taxes (the "Returns")
required to be filed by or with respect to the income, properties or operations
of the Borrower and/or any of its Subsidiaries have been timely filed (taking
into account all extensions of due dates) with the appropriate taxing authority.
The Returns accurately reflect all liability for taxes of the Borrower and its
Subsidiaries for the periods covered thereby. The Borrower and each of its
Subsidiaries have paid all taxes

                                      -41-

payable by them other than immaterial taxes and other taxes which are not yet
due and payable, and other than taxes contested in good faith and for which
adequate reserves have been established in accordance with GAAP. Except as
disclosed in the financial statements referred to in Section 6.10(b) and in
Schedule 2.13 of the Recapitalization Agreement, there is no material action,
suit, proceeding, investigation, audit, or claim now pending or, to the
knowledge of the Borrower, threatened by any authority regarding any material
taxes relating to the Borrower or any of its Subsidiaries. As of the Initial
Borrowing Date, and except as disclosed in Schedule 2.13 of the Recapitalization
Agreement, neither the Borrower nor any of its Subsidiaries has entered into an
agreement or waiver or been requested to enter into an agreement or waiver
extending any statute of limitations relating to the payment or collection of
material taxes of the Borrower or any of its Subsidiaries, or is aware of any
circumstances that would cause the taxable years or other taxable periods of the
Borrower or any of its Subsidiaries not to be subject to the normally applicable
statute of limitations. Neither the Borrower nor any of its Subsidiaries has
provided, with respect to themselves or property held by them, any consent under
Section 341 of the Code. Neither the Borrower nor any of its Subsidiaries has
incurred, or will incur, any material tax liability in connection with the
Transaction and the other transactions contemplated hereby.

          6.24 EXISTING INDEBTEDNESS. Schedule 6.24 sets forth a true and
complete list of all Indebtedness of AcquisitionCo, Safelite and their
Subsidiaries (other than Indebtedness which in the aggregate does not exceed
$100,000) as of the Initial Borrowing Date and which is to remain outstanding
after giving effect to the Transaction and the incurrence of Loans on such date
(excluding the Loans and the Letters of Credit, the "Existing Indebtedness"), in
each case showing the aggregate principal amount thereof and the name of the
respective borrower and any other entity which directly or indirectly guaranteed
such debt.

          6.25 SENIOR SUBORDINATED NOTES. On and after the issuance thereof, the
subordination provisions contained in the Senior Subordinated Note Documents are
enforceable against the Borrower, the respective Guarantors and the holders
thereof, and all Obligations and Guaranteed Obligations (as defined herein and
in the Subsidiary Guaranty) are within the definition of "Senior Indebtedness"
or "Guarantor Senior Indebtedness," as the case may be, included in such
subordination provisions.

          6.26 LS TAX SHARING AGREEMENT. The LS Tax Sharing Agreement contains
terms and conditions substantially as favorable to the Borrower and its
Subsidiaries as would be reasonably expected to be obtainable by the Borrower
and its Subsidiaries in a comparable arm's- length transaction with a Person
other than an Affiliate.

          SECTION 7. AFFIRMATIVE COVENANTS. The Borrower hereby covenants and
agrees that as of the Effective Date and thereafter for so long as this
Agreement is in effect and until the Commitments have terminated, no Letters of
Credit (other than Letters of Credit, together with all Fees that have accrued
and will accrue thereon through the stated termination date of such Letters of
Credit, which have been cash collaterialized in a manner reasonably satisfactory
to the Letter of Credit Issuer) or Notes are outstanding and the Loans and
Unpaid Drawings, together with interest, Fees and all other Obligations (other
than any indemnities described in Section 12.13 which are not then due and
payable) incurred hereunder, are paid in full:

                                      -42-

          7.01 INFORMATION COVENANTS. The Borrower will furnish to each Bank:

          (a) MONTHLY REPORTS. Within 45 days after the end of each fiscal month
     of the Borrower (commencing with the fiscal month ending on FYE 1996), the
     consolidated balance sheet of the Borrower and its Subsidiaries as at the
     end of such fiscal month and the related consolidated statements of income
     and retained earnings and of cash flows for such fiscal month and for the
     elapsed portion of the fiscal year ended with the last day of such fiscal
     month, in each case setting forth comparative figures for the corresponding
     fiscal month in the prior fiscal year and comparable budgeted figures for
     such fiscal month, all of which shall be certified by the chief financial
     officer or other Authorized Officer of the Borrower, subject to normal
     year-end audit adjustments and the absence of footnotes.

          (b) QUARTERLY FINANCIAL STATEMENTS. (i) Within 45 days after the close
     of each quarterly accounting period in each fiscal year of the Borrower,
     the consolidated balance sheet of the Borrower and its Subsidiaries as at
     the end of such quarterly accounting period and the related consolidated
     statements of income and retained earnings and of cash flows for such
     quarterly accounting period and for the elapsed portion of the fiscal year
     ended with the last day of such quarterly accounting period; all of which
     shall be in reasonable detail and certified by the chief financial officer
     or other Authorized Officer of the Borrower that they fairly present in all
     material respects the financial condition of the Borrower and its
     Subsidiaries as of the dates indicated and the results of their operations
     and changes in their cash flows for the periods indicated, subject to
     normal year-end audit adjustments and the absence of footnotes.

          (ii) Within 45 days after the close of each quarterly accounting
     period in each fiscal year of the Borrower, Consolidated EBITDA for such
     quarterly accounting period and for the elapsed portion of the fiscal year
     ended with the last day of such quarterly accounting period; all of which
     shall be in reasonable detail and certified by the chief financial officer
     or other Authorized Officer of the Borrower that they fairly represent the
     information contained therein for the periods indicated, subject to normal
     year-end audit adjustments and the absence of footnotes.

          (c) ANNUAL FINANCIAL STATEMENTS. (i) Within 90 days after the close of
     each fiscal year of the Borrower, the consolidated balance sheet of the
     Borrower and its Subsidiaries as at the end of such fiscal year and the
     related consolidated statements of income and retained earnings and of cash
     flows for such fiscal year and setting forth comparative consolidated
     figures for the preceding fiscal year (except for the financial statements
     delivered for the 1996 fiscal year) and comparable budgeted figures for
     such fiscal year and (except for such comparable budgeted figures)
     certified by Deloitte & Touche LLP or such other independent certified
     public accountants of recognized national standing as shall be reasonably
     acceptable to the Administrative Agent, in each case to the effect that
     such statements fairly present the financial condition of the Borrower and
     its Subsidiaries as of the dates indicated and the results of their
     operations and changes in cash flows, together with a certificate of such
     accounting firm stating that in the course of its regular audit of the
     business of the Borrower and its Subsidiaries, which audit was conducted in
     accordance with generally accepted auditing standards, no Default or Event
     of Default

                                      -43-

     which has occurred and is continuing has come to their attention or, if
     such a Default or an Event of Default has come to their attention a
     statement as to the nature thereof.

          (ii) Within 90 days after the close of each fiscal year of the
     Borrower, Consolidated EBITDA for such fiscal year; all of which shall be
     in reasonable detail and certified by the chief financial officer or other
     Authorized Officer of the Borrower that they fairly present the information
     contained therein for the periods indicated.

          (d) BUDGETS, ETC. Not more than 60 days after the commencement of each
     fiscal year of the Borrower, budgets of the Borrower and its Subsidiaries
     in reasonable detail for each of the four fiscal quarters of such fiscal
     year and for the immediately succeeding fiscal year taken as a whole, in
     each case as customarily prepared by management for its internal use
     setting forth, with appropriate discussion, the principal assumptions upon
     which such budgets are based. Together with each delivery of financial
     statements pursuant to Section 7.01(b) and (c), a comparison of the current
     year to date financial results (other than in respect of the balance sheets
     included therein) against the budgets required to be submitted pursuant to
     this clause (d) shall be presented.

          (e) OFFICER'S CERTIFICATES. At the time of the delivery of the
     financial statements provided for in Section 7.01(b) and (c), (i) a
     certificate of the chief financial officer or other Authorized Officer of
     the Borrower to the effect that no Default or Event of Default exists or,
     if any Default or Event of Default does exist, specifying the nature and
     extent thereof, which certificate shall set forth the calculations required
     to establish whether the Borrower and its Subsidiaries were in compliance
     with the provisions of Sections 8.04(e), 8.06 and 8.09 through and
     including 8.12, as at the end of such fiscal quarter or year, as the case
     may be and (ii) a narrative discussion and analysis of the financial
     condition and results of operations of the Borrower and its Subsidiaries
     for the period covered by such financial statements, as compared to the
     portion of the Projections covering such period and to the comparable
     period of the previous year. In addition, at the time of the delivery of
     the financial statements provided for in Section 7.01(c)(i), a certificate
     of the chief financial officer or other Authorized Officer of the Borrower
     setting forth (i) the amount of, and calculations required to establish the
     amount of, Excess Cash Flow for the Excess Cash Flow Period ending on the
     last day of the respective fiscal year and (ii) the calculations required
     to establish whether the Borrower was in compliance with Section 4.02(A)(c)
     for the respective fiscal year.

          (f) NOTICE OF DEFAULT OR LITIGATION. Promptly, and in any event within
     three Business Days (or 10 Business Days in the case of clause (y) below)
     after any officer of the Borrower obtains knowledge thereof, notice of (x)
     the occurrence of any event which constitutes a Default or an Event of
     Default, which notice shall specify the nature thereof, the period of
     existence thereof and what action the Borrower proposes to take with
     respect thereto and (y) the commencement of, or threat of, or any
     significant development in, any litigation or governmental proceeding
     pending against the Borrower or any of its Subsidiaries (i) in which the
     amount involved is $5,000,000 or more or (ii) which is likely to have a
     Material Adverse Effect, or a material adverse effect on the ability of any
     Credit Party to perform its respective obligations hereunder or under any
     other Credit Document.

                                      -44-

          (g) AUDITORS' REPORTS. Promptly upon receipt thereof, a copy of each
     report or "management letter" submitted to the Borrower or any of its
     Subsidiaries by its independent accountants in connection with any annual,
     interim or special audit made by them of the books of the Borrower or any
     of its Subsidiaries.

          (h) ENVIRONMENTAL MATTERS. Promptly after obtaining knowledge of any
     of the following, written notice of:

               (i)   any pending or threatened material Environmental Claim
          against the Borrower or any of its Subsidiaries or any Real Property
          owned or operated by the Borrower or any of its Subsidiaries;

               (ii)  any condition or occurrence on any Real Property owned or
          operated by the Borrower or any of its Subsidiaries that (x) results
          in material noncompliance by the Borrower or any of its Subsidiaries
          with any applicable Environmental Law or (y) could reasonably be
          anticipated to form the basis of a material Environmental Claim
          against the Borrower or any of its Subsidiaries or any such Real
          Property;

               (iii) any condition or occurrence on any Real Property owned or
          operated by the Borrower or any of its Subsidiaries that could
          reasonably be anticipated to cause such Real Property to be subject to
          any material restrictions on the ownership, occupancy, use or
          transferability by the Borrower or its Subsidiary, as the case may be,
          of its interest in such Real Property under any Environmental Law; and

               (iv)  the taking of any material removal or remedial action in
          response to the actual or alleged presence of any Hazardous Material
          on any Real Property owned or operated by the Borrower or any of its
          Subsidiaries.

     All such notices shall describe in reasonable detail the nature of the
     claim, investigation, condition, occurrence or removal or remedial action
     and the Borrower's response thereto. In addition, the Borrower agrees to
     provide the Banks with copies of all material written communications by the
     Borrower or any of its Subsidiaries with any Person, government or
     governmental agency relating to any of the matters set forth in clauses
     (i)-(iv) above, and such detailed reports relating to any of the matters
     set forth in clauses (i)-(iv) above as may reasonably be requested by the
     Administrative Agent or the Required Banks.

          (i) INFORMATION CONCERNING LS COMPANIES. Promptly upon request, such
     information and documents concerning the LS Companies as the Administrative
     Agent or any Bank shall reasonably request.

          (j) OTHER INFORMATION. Promptly upon transmission thereof, copies of
     any filings and registrations with, and reports to, the SEC by the Borrower
     or any of its Subsidiaries and copies of all financial statements, proxy
     statements, notices and reports as the Borrower or any of its Subsidiaries
     shall send generally to analysts, the holders of their capital stock or of
     the Senior Subordinated Notes in their capacity as such holders (in each

                                      -45-

     case to the extent not theretofore delivered to the Banks pursuant to this
     Agreement) and, with reasonable promptness, such other information or
     documents (financial or otherwise) as the Administrative Agent on its own
     behalf or on behalf of the Required Banks may reasonably request from time
     to time.

          7.02 BOOKS, RECORDS AND INSPECTIONS. The Borrower will, and will cause
each of its Subsidiaries to, permit, upon two Business Days' prior notice to the
chief financial officer or other Authorized Officer of the Borrower (except when
a Default or Event of Default has occurred and is continuing, in which case, no
notice shall be required), officers and designated representatives of any Agent
or any Bank to visit and inspect any of the properties or assets of the Borrower
and any of its Subsidiaries in whomsoever's possession, and to examine the books
of account of the Borrower and any of its Subsidiaries and discuss the affairs,
finances and accounts of the Borrower and of any of its Subsidiaries with, and
be advised as to the same by, their officers and independent accountants, all at
such reasonable times and intervals and to such reasonable extent as any Agent
or any Bank may desire, PROVIDED that all such visits and inspections shall be
coordinated through an Agent.

          7.03 INSURANCE. The Borrower will, and will cause each of its
Subsidiaries to, at all times from and after the Effective Date maintain in full
force and effect insurance with reputable and solvent insurance carriers in such
amounts, covering such risks and liabilities and with such deductibles or
self-insured retentions as are in accordance with normal industry practice, and
shall furnish to the Administrative Agent upon written request full information
as to the insurance so carried.

          7.04 PAYMENT OF TAXES. The Borrower will pay and discharge, and will
cause each of its Subsidiaries to pay and discharge, all taxes, assessments and
governmental charges or levies imposed upon it or upon its income or profits, or
upon any properties belonging to it, prior to the date on which material
penalties attach thereto, and all lawful claims for sums that have become due
and payable which, if unpaid, might become a Lien not otherwise permitted under
Section 8.03(a) or charge upon any properties of the Borrower or any of its
Subsidiaries; PROVIDED that neither the Borrower nor any of its Subsidiaries
shall be required to pay any such tax, assessment, charge, levy or claim which
is being contested in good faith and by proper proceedings if it has maintained
adequate reserves with respect thereto in accordance with GAAP.

          7.05 CORPORATE FRANCHISES. The Borrower will do, and will cause each
of its Subsidiaries to do, or cause to be done, all things necessary to preserve
and keep in full force and effect its existence and its material rights,
franchises and authority to do business; PROVIDED, HOWEVER, that any transaction
permitted by Section 8.02 will not constitute a breach of this Section 7.05.

          7.06 COMPLIANCE WITH STATUTES, ETC. The Borrower will, and will cause
each of its Subsidiaries to, comply with all applicable statutes, regulations
and orders of, and all applicable restrictions imposed by, all governmental
bodies, domestic or foreign, in respect of the conduct of its business and the
ownership of its property (including applicable statutes, regulations, orders
and restrictions relating to environmental standards and controls) except for
such noncompliance as would not have a Material Adverse Effect or a material
adverse effect on the ability of any Credit Party to perform its obligations
under any Credit Document to which it is a party.

                                      -46-

          7.07 COMPLIANCE WITH ENVIRONMENTAL LAWS. (a) The Borrower will pay,
and will cause each of its Subsidiaries to pay, all costs and expenses incurred
by it in keeping in compliance with all Environmental Laws, and will keep or
cause to be kept all Real Properties owned or operated by the Borrower or any of
its Subsidiaries free and clear of any Liens imposed pursuant to such
Environmental Laws; and (b) neither the Borrower nor any of its Subsidiaries
will generate, use, treat, store, release or dispose of, or permit the
generation, use, treatment, storage, release or disposal of, Hazardous Materials
on any Real Property owned or operated by the Borrower or any of its
Subsidiaries, or transport or permit the transportation of Hazardous Materials
to or from any such Real Property, unless the failure to comply with the
requirements specified in clause (a) or (b) above, either individually or in the
aggregate, would not reasonably be expected to have a Material Adverse Effect.
If the Borrower or any of its Subsidiaries, or any tenant or occupant of any
Real Property owned or operated by the Borrower or any of its Subsidiaries,
cause or permit any intentional or unintentional act or omission resulting in
the presence or Release of any Hazardous Material (except in compliance with
applicable Environmental Laws), the Borrower agrees to undertake, and/or to
cause any of its Subsidiaries, tenants or occupants to undertake, at their sole
expense, any clean up, removal, remedial or other action required pursuant to
Environmental Laws to remove and clean up any Hazardous Materials from any Real
Property except where the failure to do so would not reasonably be expected to
have a Material Adverse Effect; PROVIDED that neither the Borrower nor any of
its Subsidiaries shall be required to comply with any such order or directive
which is being contested in good faith and by proper proceedings so long as it
has maintained adequate reserves with respect to such compliance to the extent
required in accordance with GAAP.

          7.08 ERISA. As soon as possible and, in any event, within 10 days
after the Borrower or any Subsidiary of the Borrower or any ERISA Affiliate
knows or has reason to know of the occurrence of any of the following events to
the extent that one or more of such events is reasonably likely to result in a
material liability to the Borrower or any Subsidiary of the Borrower, the
Borrower will deliver to each of the Banks a certificate of the chief financial
officer or other Authorized Officer of the Borrower setting forth details as to
such occurrence and the action, if any, which the Borrower, such Subsidiary or
such ERISA Affiliate is required or proposes to take, together with any notices
required or proposed to be given to or filed with or by the Borrower, the
Subsidiary, the ERISA Affiliate, the PBGC, a Plan participant or the Plan
administrator with respect thereto: that a Reportable Event has occurred, that
an accumulated funding deficiency has been incurred or an application may be or
has been made to the Secretary of the Treasury for a waiver or modification of
the minimum funding standard (including any required installment payments) or an
extension of any amortization period under Section 412 of the Code with respect
to a Plan; that a contribution required to be made to a Plan, Multiemployer Plan
or Foreign Pension Plan has not been timely made; that a Plan has been or may be
terminated, reorganized, partitioned or declared insolvent under Title IV of
ERISA; that a Plan has an Unfunded Current Liability giving rise to a lien under
ERISA or the Code; that proceedings may be or have been instituted by the PBGC
to terminate or appoint a trustee to administer a Plan; that a proceeding has
been instituted pursuant to Section 515 of ERISA to collect a delinquent
contribution to a Multiemployer Plan; that the Borrower, any Subsidiary of the
Borrower or any ERISA Affiliate will or could reasonably be expected to incur
any material liability (including any contingent or secondary liability) to or
on account of the termination of or withdrawal from a Plan or Multiemployer Plan
under Section 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or with
respect to a Plan under Section 401(a)(29), 4971, 4975 or 4980 of the

                                      -47-

Code or Section 409, 502(i) or 502(l) of ERISA; or that the Borrower or any
Subsidiary of the Borrower has or may incur any material liability under any
Retiree Welfare Plan or Foreign Pension Plan. At the request of any Bank, the
Borrower will deliver to such Bank a complete copy of the annual report (Form
5500) of each Plan required to be filed with the Internal Revenue Service. In
addition to any certificates or notices delivered to the Banks pursuant to the
first sentence hereof, copies of annual reports and any notices received by the
Borrower or any Subsidiary of the Borrower or any ERISA Affiliate with respect
to any Plan or Foreign Pension Plan shall be delivered to the Banks no later
than 10 days after the date such report has been filed with the Internal Revenue
Service or received by the Borrower or the Subsidiary or the ERISA Affiliate.

          7.09 GOOD REPAIR. The Borrower will, and will cause each of its
Subsidiaries to, ensure that its material properties and equipment used in its
business are kept in good repair, working order and condition, normal wear and
tear and damage by casualty excepted, and, subject to Section 8.09, that from
time to time there are made in such properties and equipment all needful and
proper repairs, renewals, replacements, extensions, additions, betterments and
improvements thereto, to the extent and in the manner useful or customary for
companies in similar businesses.

          7.10 END OF FISCAL YEARS; FISCAL QUARTERS. The Borrower will, for
financial reporting purposes, cause (i) each of its, and each of its
Subsidiaries', fiscal years to end on FYE of each year and (ii) each of its, and
each of its Subsidiaries', fiscal quarters to end on FQE1, FQE2, FQE3 and FYE of
each year.

          7.11 ADDITIONAL SECURITY; FURTHER ASSURANCES. (a) The Borrower will,
and will cause each of its Domestic Subsidiaries (and subject to Section 7.13,
each of its Foreign Subsidiaries) to, grant to the Collateral Agent security
interests and mortgages in such assets and properties of the Borrower and its
Subsidiaries as are not covered by the original Security Documents, and as may
be requested from time to time by the Administrative Agent or the Required Banks
(collectively, the "Additional Security Documents"). All such security interests
and mortgages shall be granted pursuant to documentation reasonably satisfactory
in form and substance to the Administrative Agent and shall constitute valid and
enforceable perfected security interests and mortgages superior to and prior to
the rights of all third Persons and subject to no other Liens except for
Permitted Liens. The Additional Security Documents or instruments related
thereto shall have been duly recorded or filed in such manner and in such places
as are required by law to establish, perfect, preserve and protect the Liens in
favor of the Collateral Agent required to be granted pursuant to the Additional
Security Documents and all taxes, fees and other charges payable in connection
therewith shall have been paid in full.

          (b) The Borrower will, and will cause each of its Subsidiaries to, at
the expense of the Borrower, make, execute, endorse, acknowledge, file and/or
deliver to the Collateral Agent from time to time such vouchers, invoices,
schedules, confirmatory assignments, conveyances, financing statements, transfer
endorsements, powers of attorney, certificates, real property surveys, reports
and other assurances or instruments and take such further steps relating to the
collateral covered by any of the Security Documents as the Collateral Agent may
reasonably require. Furthermore, the Borrower shall cause to be delivered to the
Collateral Agent such opinions of

                                      -48-

counsel, title insurance and other related documents as may be reasonably
requested by the Administrative Agent to assure themselves that this Section
7.11 has been complied with.

          (c) If the Administrative Agent or the Required Banks determine that
they are required by law or regulation to have appraisals prepared in respect of
the Real Property of the Borrower and its Subsidiaries constituting Collateral,
the Borrower shall provide to the Administrative Agent appraisals which satisfy
the applicable requirements of the Real Estate Appraisal Reform Amendments of
the Financial Institution Reform, Recovery and Enforcement Act of 1989 and which
shall be in form and substance reasonably satisfactory to the Administrative
Agent.

          (d) The Borrower agrees that each action required above by this
Section 7.11 shall be completed within 90 days after such action is either
requested to be taken by the Administrative Agent or the Required Banks or
required to be taken by the Borrower and its Subsidiaries pursuant to the terms
of this Section 7.11; PROVIDED that in no event shall the Borrower be required
to take any action, other than using its reasonable commercial efforts, to
obtain consents from third parties with respect to its compliance with this
Section 7.11.

          (e) Within 60 days following the Initial Borrowing Date, the Borrower
shall cause to be delivered to the Collateral Agent surveys in form and
substance reasonably satisfactory to the Collateral Agent of each Mortgaged
Property designated as "owned" on Schedule 6.21, dated a recent date reasonably
acceptable to the Collateral Agent, certified in a manner reasonably
satisfactory to the Collateral Agent by a licensed professional surveyor
reasonably satisfactory to the Collateral Agent. At the time of the delivery of
such surveys for such Mortgaged Properties, the Mortgage Policies with respect
to such Mortgaged Properties shall be amended in a manner reasonably
satisfactory to the Collateral Agent to remove therefrom any "survey exception"
noted therein or cause the title company providing such Mortgage Policies to
insure over the same in a manner reasonably satisfactory to the Collateral
Agent. In addition, by such date, the Borrower also shall cause to be delivered
to the Collateral Agent such estoppel letters, landlord waiver letters,
non-disturbance letters and similar assurances as may have been reasonably
requested (and not waived) by the Collateral Agent with respect to Mortgaged
Properties that are Leaseholds, which letters shall be in form and substance
reasonably satisfactory to the Collateral Agent.

          7.12 INTEREST RATE PROTECTION. The Borrower shall no later than 90
days following the Initial Borrowing Date enter into Interest Rate Protection
Agreements, satisfactory to the Administrative Agent, with a term of at least
three years, establishing a fixed or maximum interest rate acceptable to the
Administrative Agent in respect of at least 50% of the sum of the then
outstanding Term Loans.

          7.13 FOREIGN SUBSIDIARIES SECURITY. If following a change in the
relevant sections of the Code or the regulations, rules, rulings, notices or
other official pronouncements issued or promulgated thereunder, counsel for the
Borrower reasonably acceptable to the Administrative Agent does not within 30
days after a request from the Administrative Agent or the Required Banks deliver
evidence, in form and substance mutually satisfactory to the Administrative
Agent and the Borrower, with respect to any Foreign Subsidiary of the Borrower
which has not already had all of its stock pledged pursuant to the Pledge
Agreement that (i) a pledge (x) of 66-2/3% or more of the total combined voting
power of all classes of capital stock of such Foreign Subsidiary

                                      -49-

entitled to vote, and (y) of any promissory note issued by such Foreign
Subsidiary to the Borrower or any of its Domestic Subsidiaries, (ii) the
entering into by such Foreign Subsidiary of a security agreement in
substantially the form of the Security Agreement and (iii) the entering into by
such Foreign Subsidiary of a guaranty in substantially the form of the
Subsidiary Guaranty, in any such case would cause the undistributed earnings of
such Foreign Subsidiary as determined for Federal income tax purposes to be
treated as a deemed dividend to such Foreign Subsidiary's United States parent
for Federal income tax purposes, then in the case of a failure to deliver the
evidence described in clause (i) above, that portion of such Foreign
Subsidiary's outstanding capital stock or any promissory notes so issued by such
Foreign Subsidiary, in each case not theretofore pledged pursuant to the Pledge
Agreement shall be pledged to the Collateral Agent for the benefit of the
Secured Creditors pursuant to the Pledge Agreement (or another pledge agreement
in substantially similar form, if needed), and in the case of a failure to
deliver the evidence described in clause (ii) above, such Foreign Subsidiary
shall execute and deliver the Security Agreement (or another security agreement
in substantially similar form, if needed), granting the Secured Creditors a
security interest in all of such Foreign Subsidiary's assets and securing the
Obligations of the Borrower under the Credit Documents and under any Interest
Rate Protection Agreement or Other Hedging Agreement and, in the event the
Subsidiary Guaranty shall have been executed by such Foreign Subsidiary, the
obligations of such Foreign Subsidiary thereunder, and in the case of a failure
to deliver the evidence described in clause (iii) above, such Foreign Subsidiary
shall execute and deliver the Subsidiary Guaranty (or another guaranty in
substantially similar form, if needed), guaranteeing the Obligations of the
Borrower under the Credit Documents and under any Interest Rate Protection
Agreement or Other Hedging Agreement, in each case to the extent that the
entering into such Security Agreement or Subsidiary Guaranty is permitted by the
laws of the respective foreign jurisdiction and with all documents delivered
pursuant to this Section 7.13 to be in form and substance reasonably
satisfactory to the Administrative Agent.

          7.14 PLEDGE OF BORROWER'S STOCK. In the event that at any time after
the Initial Borrowing Date a holding company shall be formed to own the voting
stock of the Borrower, the Borrower will promptly cause such holding company to
pledge to the Collateral Agent, for the benefit of the Secured Creditors, all
voting stock of the Borrower pursuant to documentation (including legal opinions
related thereto) reasonably satisfactory to the Collateral Agent.

          SECTION 8. NEGATIVE COVENANTS. The Borrower hereby covenants and
agrees that as of the Effective Date and thereafter for so long as this
Agreement is in effect and until the Commitments have terminated, no Letters of
Credit (other than Letters of Credit, together with all Fees that have accrued
and will accrue thereon through the stated termination date of such Letters of
Credit, which have been cash collaterialized in a manner reasonably satisfactory
to the Letter of Credit Issuer) or Notes are outstanding and the Loans, together
with interest, Fees and all other Obligations (other than any indemnities
described in Section 12.13 which are not then due and payable) incurred
hereunder, are paid in full:

          8.01 CHANGES IN BUSINESS. The Borrower and its Subsidiaries will not
engage in any businesses which are not the same, similar, related or ancillary
to the businesses in which the Borrower and its Subsidiaries are engaged on the
Initial Borrowing Date.

                                      -50-

          8.02 CONSOLIDATION, MERGER, SALE OR PURCHASE OF ASSETS, ETC. The
Borrower will not, and will not permit any of its Subsidiaries to, wind up,
liquidate or dissolve its affairs or enter into any transaction of merger or
consolidation, or convey, sell, lease or otherwise dispose of (or agree to do
any of the foregoing at any future time) all or any part of its property or
assets (other than inventory in the ordinary course of business), or enter into
any partnerships, joint ventures or sale-leaseback transactions, or purchase or
otherwise acquire (in one or a series of related transactions) any part of the
property or assets (other than purchases or other acquisitions of inventory,
materials, equipment and databases in the ordinary course of business) of any
Person, except that the following shall be permitted:

          (a) the consummation of the Recapitalization;

          (b) the Borrower and its Subsidiaries may, as lessee, enter into
     operating leases in the ordinary course of business with respect to real or
     personal property;

          (c) Capital Expenditures by the Borrower and its Subsidiaries to the
     extent not in violation of Section 8.09;

          (d) the advances, investments and loans permitted pursuant to Section
     8.06;

          (e) the Borrower and its Subsidiaries may sell assets, PROVIDED that
     (i) the aggregate sale proceeds from all assets subject to such sales
     pursuant to this clause (e) (other than in the ordinary course of business,
     the Net Cash Proceeds of which are not required to be applied to the making
     of mandatory prepayments pursuant to the last sentence of Section
     4.02(A)(c)) shall not exceed $3,000,000 in any fiscal year of the Borrower
     and (ii) the Net Cash Proceeds from sales described in (i) above are either
     applied to repay Term Loans as provided in Section 4.02(A)(c) or reinvested
     in replacement assets to the extent permitted by Section 4.02(A)(c);

          (f) the Borrower and its Subsidiaries may sell other assets, PROVIDED
     that the aggregate sale proceeds from all such asset sales pursuant to this
     clause (f) does not exceed $50,000 in any fiscal year of the Borrower;

          (g) the Borrower and its Subsidiaries may sell or discount, in each
     case without recourse, accounts receivable arising in the ordinary course
     of business, but only in connection with the compromise or collection
     thereof;

          (h) the Borrower and its Subsidiaries may sell or exchange any item of
     equipment, so long as the purpose of each such sale or exchange is to
     acquire (and results within 90 days before or after such sale or exchange
     in the acquisition of) replacement items of equipment which are the
     functional equivalent of the item of equipment so sold or exchanged;

          (i) the Borrower and its Subsidiaries may, in the ordinary course of
     business, license patents, trademarks, copyrights and know-how to third
     Persons and to one another, so long as each such license is permitted to be
     assigned pursuant to the Security Agreement (to the extent that a security
     interest in such patents, trademarks, copyrights

                                      -51-

     and know-how is granted thereunder) and does not otherwise prohibit the
     granting of a Lien by the Borrower or any of its Subsidiaries pursuant to
     the Security Agreement in the intellectual property covered by such
     license;

          (j) any Subsidiary of the Borrower may be merged or consolidated with
     or into the Borrower (PROVIDED that the Borrower shall be the continuing or
     surviving corporation) or with or into any one or more wholly owned
     Subsidiary Guarantors (PROVIDED that the wholly owned Subsidiary or
     Subsidiaries shall be the continuing or surviving corporation);

          (k) any wholly owned Subsidiary may sell, lease, transfer or otherwise
     dispose of any or all of its assets (upon voluntary liquidation or
     otherwise) to the Borrower or any other wholly owned Subsidiary Guarantor;

          (l) the Borrower may dissolve any Subsidiary that is inactive and
     holds minimal assets and the continued existence of which is of no value to
     the Borrower, any other Credit Party or the interests of the Banks;

          (m) so long as no Default or Event of Default then exists or would
     result therefrom, the Borrower may acquire assets or the capital stock of
     any Person (any such acquisition permitted by this clause (m), a "Permitted
     Acquisition"), other than any of the LS Companies, PROVIDED that (i) such
     Person (or the assets so acquired) was, immediately prior to such
     acquisition, engaged (or used) primarily in the business permitted pursuant
     to Section 8.01, (ii) if such acquisition is structured as a stock
     acquisition, then either (A) the Person so acquired becomes a Wholly-Owned
     Domestic Subsidiary of the Borrower or (B) such Person is merged with and
     into a Wholly-Owned Domestic Subsidiary of the Borrower (with such
     Wholly-Owned Domestic Subsidiary being the surviving corporation of such
     merger), and in any case, all of the provisions of Section 8.14 have been
     complied with in respect of such Person, (iii) any Liens or Indebtedness
     assumed or issued in connection with such acquisition are otherwise
     permitted under Section 8.03 or 8.04, as the case may be, and (iv) the
     aggregate amount expended (including any deferred compensation or payment
     arrangements) by the Borrower for all such acquisitions shall not exceed
     $5,000,000; and

          (n) leases or subleases granted by the Borrower or any of its
     Subsidiaries to third Persons not interfering in any material respect with
     the business of the Borrower or any of its Subsidiaries.

To the extent the Required Banks waive the provisions of this Section 8.02 with
respect to the sale or other disposition of any Collateral, or any Collateral is
sold or otherwise disposed of as permitted by this Section 8.02, such Collateral
in each case shall be sold or otherwise disposed of free and clear of the Liens
created by the Security Documents and the Administrative Agent shall take such
actions (including, without limitation, directing the Collateral Agent to take
such actions) as are appropriate in order to effectuate the release and
discharge of such Liens as to such Collateral.

          8.03 LIENS. The Borrower will not, and will not permit any of its
Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with
respect to any property or assets of

                                      -52-

any kind (real or personal, tangible or intangible) of the Borrower or any of
its Subsidiaries, whether now owned or hereafter acquired, or sell any such
property or assets subject to an understanding or agreement, contingent or
otherwise, to repurchase such property or assets (including sales of accounts
receivable or notes with recourse to the Borrower or any of its Subsidiaries) or
assign any right to receive income, except for the following (collectively, the
"Permitted Liens"):

          (a) inchoate Liens for taxes, assessments or governmental charges or
     levies not yet due or Liens for taxes, assessments or governmental charges
     or levies being contested in good faith and by appropriate proceedings for
     which adequate reserves have been established in accordance with GAAP;

          (b) Liens in respect of property or assets of the Borrower or any of
     its Subsidiaries imposed by law which were incurred in the ordinary course
     of business and which have not arisen to secure Indebtedness for borrowed
     money, such as carriers', warehousemen's and mechanics' Liens, statutory
     landlord's Liens, and other similar Liens arising in the ordinary course of
     business, and which either (x) do not in the aggregate materially detract
     from the value of such property or assets or materially impair the use
     thereof in the operation of the business of the Borrower or any of its
     Subsidiaries or (y) are being contested in good faith by appropriate
     proceedings, which proceedings have the effect of preventing the forfeiture
     or sale of the property or asset subject to such Lien;

          (c) Liens created by or pursuant to this Agreement and the Security
     Documents;

          (d) Liens in existence on the Initial Borrowing Date which are listed,
     and the property subject thereto described, in Schedule 8.03, without
     giving effect to any extensions or renewals thereof;

          (e) Liens arising from judgments, decrees or attachments in
     circumstances not constituting an Event of Default under Section 9.09;

          (f) Liens incurred or deposits made (x) in the ordinary course of
     business in connection with workers' compensation, unemployment insurance
     and other types of social security, or to secure the performance of
     tenders, statutory obligations, surety and appeal bonds, bids, government
     contracts, performance and return-of-money bonds and other similar
     obligations incurred in the ordinary course of business (exclusive of
     obligations in respect of the payment for borrowed money); and (y) to
     secure the performance of leases of Real Property, to the extent incurred
     or made in the ordinary course of business;

          (g) licenses, leases or subleases granted to third Persons not
     interfering in any material respect with the business of the Borrower or
     any of its Subsidiaries;

          (h) easements, rights-of-way, restrictions, minor defects or
     irregularities in title and other similar charges or encumbrances not
     interfering in any material respect with the ordinary conduct of the
     business of the Borrower or any of its Subsidiaries;

                                      -53-

          (i) Liens arising from precautionary UCC financing statements
     regarding operating leases permitted by this Agreement;

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

          (k) Liens created pursuant to Capital Leases permitted pursuant to
     Section 8.04(e);

          (l) Permitted Encumbrances;

          (m) Liens arising pursuant to purchase money mortgages or security
     interests securing Indebtedness representing the purchase price (or
     financing of the purchase price within 90 days after the respective
     purchase) of assets acquired after the Initial Borrowing Date, PROVIDED
     that (i) any such Liens attach only to the assets so purchased, (ii) the
     Indebtedness secured by any such Lien does not exceed 100%, nor is less
     than 70%, of the lesser of the fair market value or the purchase price of
     the property being purchased at the time of the incurrence of such
     Indebtedness and (iii) the Indebtedness secured thereby is permitted to be
     incurred pursuant to Section 8.04(e);

          (n) Liens on property or assets acquired pursuant to a Permitted
     Acquisition, or on property or assets of a Subsidiary of the Borrower in
     existence at the time such Subsidiary is acquired pursuant to a Permitted
     Acquisition, PROVIDED that (i) any Indebtedness that is secured by such
     Liens is permitted to exist under Section 8.04(k), and (ii) such Liens are
     not incurred in connection with, or in contemplation or anticipation of,
     such Permitted Acquisition and do not attach to any other asset of the
     Borrower or any of its Subsidiaries; and

          (o) additional Liens incurred by the Borrower and its Subsidiaries so
     long as the value of the property subject to such Liens, and the
     Indebtedness and other obligations secured thereby, do not exceed $250,000
     in the aggregate at any time.

          8.04 INDEBTEDNESS. The Borrower will not, and will not permit any of
its Subsidiaries to, contract, create, incur, assume or suffer to exist any
Indebtedness, except:

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

          (b) Existing Indebtedness outstanding on the Initial Borrowing Date
     and listed on Schedule 6.24, without giving effect to any subsequent
     extension, renewal or refinancing thereof;

          (c) Indebtedness of the Borrower and the Subsidiary Guarantors
     incurred under one or more Senior Subordinated Note Indentures and Senior
     Subordinated Notes and the other Senior Subordinated Note Documents
     delivered in connection therewith so long as (A) all of the terms and
     conditions (and the documentation) in connection therewith (including,
     without limitation, the issuer, amortization, maturities, interest rates,
     limitations on cash interest payable, covenants, defaults, remedies,
     sinking fund provisions,

                                      -54-

     subordination provisions and other terms), taken as a whole, are not
     materially less favorable to the Borrower, and the subordination provisions
     thereof are not less favorable to the Banks, than those described in the
     Offering Memorandum dated December 13, 1996 relating to the Senior
     Subordinated Notes and (B) the aggregate principal amount of outstanding
     Senior Subordinated Notes under the Senior Subordinated Note Indenture
     shall not exceed $100,000,000 at any time plus the amount of additional
     Senior Subordinated Notes issued to pay interest in lieu of payment of
     interest in cash;

          (d) Indebtedness under Interest Rate Protection Agreements entered
     into to protect the Borrower against fluctuations in interest rates in
     respect of the Obligations;

          (e) Capitalized Lease Obligations and Indebtedness of the Borrower and
     its Subsidiaries incurred pursuant to purchase money Liens permitted under
     Section 8.03(m), PROVIDED that (i) all such Capitalized Lease Obligations
     are permitted under Section 8.09, and (ii) the sum of (x) the aggregate
     Capitalized Lease Obligations outstanding at any time plus (y) the
     aggregate principal amount of such purchase money Indebtedness outstanding
     at such time shall not exceed $10,000,000;

          (f) Indebtedness constituting Intercompany Loans to the extent
     permitted by Section 8.06(h);

          (g) Indebtedness of the Borrower under the Shareholder Subordinated
     Notes to the extent permitted by Section 8.07(ii);

          (h) Indebtedness under Other Hedging Agreements providing protection
     against fluctuations in currency values in connection with the Borrower's
     or any of its Subsidiaries' operations so long as management of the
     Borrower or such Subsidiary, as the case may be, has determined that the
     entering into of such Other Hedging Agreements are bona fide hedging
     activities;

          (i) Indebtedness of Foreign Subsidiaries to the Borrower or any of its
     Domestic Subsidiaries as a result of any investment made pursuant to
     Section 8.06(l);

          (j) Indebtedness consisting of guaranties (x) by the Borrower of
     Indebtedness, leases and any other obligation or liability permitted to be
     incurred by Wholly-Owned Domestic Subsidiaries of the Borrower, (y) by
     Domestic Subsidiaries of the Borrower of Indebtedness, leases and any other
     obligation or liability permitted to be incurred by the Borrower or other
     Wholly-Owned Domestic Subsidiaries of the Borrower, and (z) by Foreign
     Subsidiaries of the Borrower of Indebtedness, leases and any other
     obligation or liability permitted to be incurred by other Wholly-Owned
     Foreign Subsidiaries of the Borrower;

          (k) Indebtedness of a Subsidiary acquired pursuant to a Permitted
     Acquisition (or Indebtedness assumed at the time of a Permitted Acquisition
     of an asset securing such Indebtedness), PROVIDED that (i) such
     Indebtedness was not incurred in connection with, or in anticipation or
     contemplation of, such Permitted Acquisition and (ii) at the time of such

                                      -55-

     Permitted Acquisition such Indebtedness does not exceed 10% of the total
     value of the assets of the Subsidiary so acquired, or of the asset so
     acquired, as the case may be;

          (l) Insurance Debt;

          (m) Indebtedness of the Borrower evidenced by the Recapitalization
     Demand Note; PROVIDED that such Indebtedness is paid in full on the Initial
     Borrowing Date; and

          (n) additional Indebtedness of the Borrower and its Subsidiaries not
     otherwise permitted hereunder not exceeding $7,500,000 in aggregate
     principal amount at any time outstanding.

          8.05 DESIGNATED SENIOR DEBT. The Borrower will not, and will not
permit any of its Subsidiaries to, designate any Indebtedness (other than the
Obligations) as "Designated Senior Debt" for purposes of, and as defined in, the
Senior Subordinated Note Documents.

          8.06 ADVANCES, INVESTMENTS AND LOANS. The Borrower will not, and will
not permit any of its Subsidiaries to, lend money or credit or make advances to
any Person, or purchase or acquire any stock, obligations or securities of, or
any other interest in, or make any capital contribution to, any Person, or
purchase or own a futures contract or otherwise become liable for the purchase
or sale of currency or other commodities at a future date in the nature of a
futures contract, or hold any cash, Cash Equivalents or Foreign Cash
Equivalents, except:

          (a) the Borrower and its Subsidiaries may invest in cash and Cash
     Equivalents, and Foreign Subsidiaries of the Borrower may invest in Foreign
     Cash Equivalents;

          (b) the Borrower and its Subsidiaries may acquire and hold receivables
     owing to them, if created or acquired in the ordinary course of business
     and payable or dischargeable in accordance with customary trade terms
     (including the dating of receivables and extensions of payment in the
     ordinary course of business consistent with past practices) of the Borrower
     or such Subsidiary;

          (c) the Borrower and its Subsidiaries may acquire and own investments
     (including debt obligations) received in connection with the bankruptcy or
     reorganization of suppliers and customers and in settlement of delinquent
     obligations of, and other disputes with, customers and suppliers arising in
     the ordinary course of business;

          (d) Interest Rate Protection Agreements entered into in compliance
     with Section 8.04(d) shall be permitted;

          (e) advances, loans and investments in existence on the Initial
     Borrowing Date and listed on Schedule 8.06 shall be permitted, without
     giving effect to any additions thereto or replacements thereof;

          (f) (i) the Borrower may acquire and hold obligations of one or more
     officers or other employees of the Borrower or its Subsidiaries in
     connection with such officers' or employees' acquisition of shares of the
     Borrower Common Stock so long as no cash is

                                      -56-

     paid by the Borrower or any of its Subsidiaries in connection with the
     acquisition of any such obligations, (ii) the Borrower may extend loans to
     officers and employees of the Borrower and its Subsidiaries on or after the
     date on which any such officers and employees exercise their options to
     purchase capital stock of the Borrower issued to them in connection with
     the Transaction so long as the proceeds of such loans are promptly used by
     such officers and employees to pay taxes payable by them as a result of
     such exercise and (iii) investments consisting of loans by the Borrower or
     its Subsidiaries to employees of the Borrower or its Subsidiaries made
     solely for the purpose of funding purchases by such employees of Borrower
     Common Stock; PROVIDED that the aggregate principal amount at any time
     outstanding of the obligations and loans extended pursuant to clauses (i),
     (ii) and (iii) shall not exceed $3,000,000;

          (g) deposits made in the ordinary course of business consistent with
     past practices to secure the performance of leases shall be permitted;

          (h) the Borrower may make intercompany loans and advances to any of
     its Subsidiaries and any Subsidiary of the Borrower may make intercompany
     loans and advances to the Borrower or any other Subsidiary of the Borrower
     (collectively, "Intercompany Loans"), PROVIDED that (w) at no time shall
     the aggregate outstanding principal amount of all Intercompany Loans made
     pursuant to this clause (h) when added to the amount of contributions,
     capitalizations and forgiveness theretofore made pursuant to Section
     8.06(n), exceed $3,000,000 (determined without regard to any write-downs or
     write-offs of such loans and advances), (x) each Intercompany Loan made by
     a Foreign Subsidiary or a non-Wholly-Owned Domestic Subsidiary to the
     Borrower or a Wholly- Owned Domestic Subsidiary of the Borrower shall
     contain the subordination provisions set forth on Exhibit I, (y) each
     Intercompany Loan shall be evidenced by an Intercompany Note and (z) each
     such Intercompany Note (other than (1) Intercompany Notes issued by Foreign
     Subsidiaries of the Borrower to the Borrower or any of its Domestic
     Subsidiaries and (2) Intercompany Notes held by Foreign Subsidiaries of the
     Borrower, in each case except to the extent provided in Section 7.13) shall
     be pledged to the Collateral Agent pursuant to the Pledge Agreement;

          (i) loans and advances by the Borrower and its Subsidiaries to
     employees of the Borrower and its Subsidiaries for moving and travel
     expenses and other similar expenses, in each case incurred in the ordinary
     course of business, in an aggregate outstanding principal amount not to
     exceed $1,000,000 at any time (determined without regard to any write-downs
     or write-offs of such loans and advances), shall be permitted;

          (j) Other Hedging Agreements entered into in compliance with Section
     8.04(h) shall be permitted;

          (k) Permitted Acquisitions shall be permitted;

          (l) the Borrower and its Subsidiaries may make investments in their
     respective Subsidiaries in connection with the transfers of those assets
     permitted to be transferred pursuant to Section 8.02(k), it being
     understood that the Borrower and its Subsidiaries may

                                      -57-

     convert any investment initially made as an equity investment to
     intercompany Indebtedness held by the Borrower or such Subsidiary;

          (m) [Reserved]

          (n) the Borrower and its Wholly-Owned Domestic Subsidiaries may make
     cash capital contributions to non-Wholly-Owned Domestic Subsidiaries and
     Foreign Subsidiaries of the Borrower, and may capitalize or forgive any
     Indebtedness owed to them by a non-Wholly-Owned Domestic Subsidiary or
     Foreign Subsidiary of the Borrower, and outstanding under clause (h) of
     this Section 8.06, PROVIDED that the aggregate amount of such
     contributions, capitalizations and forgiveness, when added to the aggregate
     outstanding principal amount of Intercompany Loans made under such clause
     (h) (determined without regard to any write-downs or write-offs thereof),
     shall not exceed $3,000,000;

          (o) the Borrower may contribute cash to one or more of its
     Wholly-Owned Domestic Subsidiaries, formed after the Initial Borrowing Date
     in accordance with Section 8.14, so long as the aggregate amount of such
     cash so contributed to all such Wholly- Owned Domestic Subsidiaries does
     not exceed $500,000;

          (p) the Borrower and its Subsidiaries may own the capital stock of
     their respective Subsidiaries created or acquired in accordance with the
     terms of this Agreement;

          (q) the Borrower may make loans or cash capital contributions to the
     LS Companies in an aggregate amount not exceeding $5,000,000 at any time
     outstanding, and may fund or assume pension plan obligations of the LS
     Companies in an amount not exceeding $750,000 per year; and

          (r) the Recapitalization.

          8.07 DIVIDENDS, ETC. The Borrower will not, and will not permit any of
its Subsidiaries to, declare or pay any dividends (other than dividends payable
solely in common stock of the Borrower or any such Subsidiary, as the case may
be) or return any capital to, its stockholders or authorize or make any other
distribution, payment or delivery of property or cash to its stockholders as
such, or redeem, retire, purchase or otherwise acquire, directly or indirectly,
for a consideration, any shares of any class of its capital stock, now or
hereafter outstanding (or any warrants for or options or stock appreciation
rights in respect of any of such shares), or set aside any funds for any of the
foregoing purposes, and the Borrower will not permit any of its Subsidiaries to
purchase or otherwise acquire for consideration any shares of any class of the
capital stock of the Borrower or any Subsidiary, as the case may be, now or
hereafter outstanding (or any options or warrants or stock appreciation rights
issued by such Person with respect to its capital stock) (all of the foregoing
"Dividends"), except that:

          (i)  any Subsidiary of the Borrower may pay Dividends to the Borrower
     or any Wholly-Owned Subsidiary of the Borrower;

                                      -58-

     (ii)  the Borrower may redeem or purchase shares of Borrower Common Stock
and Additional Permitted Preferred Stock or options to purchase Borrower Common
Stock or Additional Permitted Preferred Stock, as the case may be, held by
former employees of the Borrower or any of its Subsidiaries following the
termination of their employment and/or by existing employees of the Borrower or
any of its Subsidiaries who satisfy the "deemed hardship distribution standards"
within the meaning of Treas. Reg. [Section] 1.401(k)-1(d)(2)(iv) and who the
Borrower designates, in its discretion, as eligible for such redemption or
purchase; PROVIDED that (w) the only consideration paid by the Borrower in
respect of such redemptions and/or purchases shall be cash and Shareholder
Subordinated Notes, (x) the sum of (A) the aggregate amount paid by the Borrower
in cash in respect of all such redemptions and/or purchases plus (B) the
aggregate amount of all principal and interest payments made (other than
payments solely in the form of additional Shareholder Subordinated Notes) on
Shareholder Subordinated Notes shall not exceed $1,500,000 in any fiscal year of
the Borrower, PROVIDED that such amount shall be increased by an amount (not to
exceed $5,000,000 for purposes of this clause (ii)) equal to the proceeds
received by the Borrower after the Initial Borrowing Date and during such fiscal
year from the sale or issuance of Borrower Common Stock or Additional Permitted
Preferred Stock, as the case may be, to management of the Borrower or any of its
Subsidiaries and (y) at the time of any cash payment permitted to be made
pursuant to this Section 8.07(ii), including any cash payment under a
Shareholder Subordinated Note, no Default or Event of Default shall then exist
or result therefrom;

     (iii) so long as no Default or Event of Default then exists or would result
therefrom, the Borrower may redeem shares of Preferred Stock (i) with the
proceeds of the sale of Borrower Common Stock, if, after giving pro forma effect
to such sale of common stock and such redemption of Preferred Stock as if such
events had occurred on the last day of the most recently ended Test Period, the
Leverage Ratio would be less than or equal to 4.5 to 1.0 and (ii) with the
proceeds of Additional Permitted Preferred Stock; and

     (iv)  Borrower Preferred Stock issued as a dividend on other Borrower
Preferred Stock.

          8.08 TRANSACTIONS WITH AFFILIATES. The Borrower will not, and will not
permit any of its Subsidiaries to, enter into any transaction or series of
transactions with any Affiliate other than on terms and conditions substantially
as favorable to the Borrower or such Subsidiary as would be reasonably expected
to be obtainable by the Borrower or such Subsidiary at the time in a comparable
arm's-length transaction with a Person other than an Affiliate; PROVIDED that
the following shall in any event be permitted: (i) the Transaction; (ii) the
payment on the Initial Borrowing Date of one time fees to Lee and/or the Lee
Affiliates in an aggregate amount (for all such Persons taken together) not to
exceed $5,000,000 (plus reasonable out-of-pocket expenses incurred by such
Persons in providing services to the Borrower); (iii) the payment, on a
quarterly basis, of management fees to Lee and/or Lee Affiliates in an aggregate
amount (for all such Persons taken together) not to exceed $125,000 in any
fiscal quarter of the Borrower, PROVIDED that if during any fiscal quarter of
the Borrower a Default or an Event of Default exists, only one-half of such fee
for such fiscal quarter may be paid and the remaining one-half of

                                      -59-

     such fee may be paid at such time as all Defaults and Events of Default
     have been cured or waived; (iv) the reimbursement of Lee and/or Lee
     Affiliates for their reasonable out-of-pocket expenses incurred by them in
     connection with performing management services to the Borrower and its
     Subsidiaries; (v) the payment of one time fees to Lee and/or the Lee
     Affiliates in connection with each acquisition of a company or a line of
     business by the Borrower or its Subsidiaries, such fees to be payable at
     the time of each such acquisition and not to exceed 1% of the aggregate
     consideration paid by the Borrower and its Subsidiaries for any such
     acquisition and (vi) the Transaction Bonuses. Notwithstanding anything to
     the contrary contained in this Section 8.08, at no time will the Borrower
     or any of its Subsidiaries make any payments to Lee and/or any of its
     Affiliates in an amount which would exceed that amount permitted to be paid
     pursuant to the Senior Subordinated Note Indenture at such time.

          8.09 CAPITAL EXPENDITURES. (a) The Borrower will not, and will not
permit any of its Subsidiaries to, make any Capital Expenditures, except that
during any fiscal year set forth below, the Borrower and its Subsidiaries may
make Capital Expenditures so long as the aggregate amount of such Capital
Expenditures does not exceed in any fiscal year set forth below the amount set
forth opposite such fiscal year below:

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

           FYE 1996                                               $12,500,000

           FYE 1997                                               $12,000,000

           FYE 1998                                               $12,500,000

           FYE 1999                                               $13,000,000

           FYE 2000                                               $13,500,000

           FYE 2001                                               $14,000,000

           FYE 2002                                               $14,500,000

           FYE 2003                                               $15,000,000

           FYE 2004                                               $15,500,000

          (b) Notwithstanding the foregoing, in the event that the amount of
Capital Expenditures permitted to be made by the Borrower and its Subsidiaries
pursuant to clause (a) above in any fiscal year (before giving effect to any
increase in such permitted expenditure amount pursuant to this clause (b)) is
greater than the amount of such Capital Expenditures made by the Borrower and
its Subsidiaries during such fiscal year, such excess (the "Rollover Amount")
may be carried forward and utilized to make Capital Expenditures in succeeding
fiscal years, PROVIDED that in no event shall the aggregate amount of Capital
Expenditures made by the

                                      -60-

Borrower and its Subsidiaries during any fiscal year pursuant to Section 8.09(a)
exceed 125% of the amount set forth opposite such fiscal year as set forth in
the table in such Section 8.09(a).

          (c) Notwithstanding the foregoing, the Borrower and its Subsidiaries
may make Capital Expenditures (which Capital Expenditures will not be included
in any determination under the foregoing clause (a)) with the Net Cash Proceeds
of Asset Sales to the extent such proceeds are not required to be applied to
repay Term Loans pursuant to Section 4.02(A)(c).

          (d) Notwithstanding the foregoing, the Borrower and its Subsidiaries
may make Capital Expenditures (which Capital Expenditures will not be included
in any determination under the foregoing clause (a)) with the insurance proceeds
received by the Borrower or any of its Subsidiaries from any Recovery Event so
long as such Capital Expenditures are to replace or restore any properties or
assets in respect of which such proceeds were paid within 360 days following the
date of the receipt of such insurance proceeds to the extent such insurance
proceeds are not required to be applied to repay Term Loans pursuant to Section
4.02(A)(f).

          (e) Notwithstanding the foregoing, the Borrower may make Capital
Expenditures (which Capital Expenditures will not be included in any
determination under the foregoing clause (a)) constituting Permitted
Acquisitions.

          (f) Notwithstanding the foregoing, the Borrower may make Capital
Expenditures (which Capital Expenditures will not be included in any
determination under the foregoing clause (a)) in an amount equal to the net cash
proceeds of any equity offering by the Borrower not required to be prepaid
pursuant to Section 4.02(A)(d).

          8.10 MINIMUM CONSOLIDATED EBITDA. The Borrower will not permit
Consolidated EBITDA for any Test Period ending on a date set forth below to be
less than the amount set forth opposite such date:

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

          FQE1 1997                                             $39,000,000
          FQE2 1997                                             $40,000,000
          FQE3 1997                                             $40,000,000
          FYE  1997                                             $42,000,000
          FQE1 1998                                             $42,000,000
          FQE2 1998                                             $42,000,000
          FQE3 1998                                             $42,000,000
          FYE  1998                                             $45,000,000
          FQE1 1999                                             $45,000,000
          FQE2 1999                                             $45,000,000
          FQE3 1999                                             $45,000,000
          FYE  1999                                             $52,000,000
          FQE1 2000                                             $52,000,000
          FQE2 2000                                             $52,000,000
          FQE3 2000                                             $52,000,000
          FYE  2000                                             $58,000,000

                                      -61-

          FQE1 2001                                             $58,000,000
          FQE2 2001                                             $58,000,000
          FQE3 2001                                             $58,000,000
          FYE  2001                                             $65,000,000
          FQE1 2002                                             $65,000,000
          FQE2 2002                                             $65,000,000
          FQE3 2002                                             $65,000,000
          FYE  2002                                             $70,000,000
          FQE1 2003                                             $70,000,000
          FQE2 2003                                             $70,000,000
          FQE3 2003                                             $70,000,000
          FYE  2003                                             $75,000,000
          FQE1 2004                                             $75,000,000
          FQE2 2004                                             $75,000,000
          FQE3 2004                                             $75,000,000
          FYE  2004                                             $80,000,000

          8.11 INTEREST COVERAGE RATIO. The Borrower will not permit the
Interest Coverage Ratio for any Test Period ending on a date set forth below to
be less than the ratio set forth opposite such date:

               Date                                                   Ratio
               ----                                                   -----

          FQE1 1997                                               1.50:1.00
          FQE2 1997                                               1.50:1.00
          FQE3 1997                                               1.50:1.00
          FYE  1997                                               1.70:1.00
          FQE1 1998                                               1.70:1.00
          FQE2 1998                                               1.70:1.00
          FQE3 1998                                               1.70:1.00
          FYE  1998                                               2.00:1.00
          FQE1 1999                                               2.00:1.00
          FQE2 1999                                               2.00:1.00
          FQE3 1999                                               2.00:1.00
          FYE  1999                                               2.35:1.00
          FQE1 2000                                               2.35:1.00
          FQE2 20001                                              2.35:1.00
          FQE3 2000                                               2.35:1.00
          FYE  2000                                               2.80:1.00
          FQE1 2001                                               2.80:1.00
          FQE2 2001                                               2.80:1.00
          FQE3 2001                                               2.80:1.00
          FYE  2001                                               3.00:1.00
          FQE1 2002                                               3.00:1.00
          FQE2 2002                                               3.00:1.00
          FQE3 2002                                               3.00:1.00
          FYE  2002                                               3.00:1.00

                                      -62-

          FQE1 2003                                               3.00:1.00
          FQE2 2003                                               3.00:1.00
          FQE3 2003                                               3.00:1.00
          FYE  2003                                               3.00:1.00
          FQE1 2004                                               3.00:1.00
          FQE2 2004                                               3.00:1.00
          FQE3 2004                                               3.00:1.00
          FYE  2004                                               3.00:1.00

          8.12 LEVERAGE RATIO. The Borrower will not permit the Leverage Ratio
on the last day of any fiscal quarter ending on or about any date set forth
below to be more than the ratio set forth opposite such date:

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

          FQE1 1997                                               6.75:1.00
          FQE2 1997                                               6.75:1.00
          FQE3 1997                                               6.75:1.00
          FYE  1997                                               6.00:1.00
          FQE1 1998                                               6.00:1.00
          FQE2 1998                                               6.00:1.00
          FQE3 1998                                               6.00:1.00
          FYE  1998                                               5.00:1.00
          FQE1 1999                                               5.00:1.00
          FQE2 1999                                               5.00:1.00
          FQE3 1999                                               5.00:1.00
          FYE  1999                                               4.20:1.00
          FQE1 2000                                               4.20:1.00
          FQE2 2000                                               4.20:1.00
          FQE3 2000                                               4.20:1.00
          FYE  2000                                               3.40:1.00
          FQE1 2001                                               3.40:1.00
          FQE2 2001                                               3.40:1.00
          FQE3 2001                                               3.40:1.00
          FYE  2001                                               3.00:1.00
          FQE1 2002                                               3.00:1.00
          FQE2 2002                                               3.00:1.00
          FQE3 2002                                               3.00:1.00
          FYE  2002                                               3.00:1.00
          FQE1 2003                                               3.00:1.00
          FQE2 2003                                               3.00:1.00
          FQE3 2003                                               3.00:1.00
          FYE  2003                                               3.00:1.00
          FQE1 2004                                               3.00:1.00
          FQE2 2004                                               3.00:1.00
          FQE3 2004                                               3.00:1.00
          FYE  2004                                               3.00:1.00

                                      -63-

          8.13 LIMITATION ON VOLUNTARY PAYMENTS AND MODIFICATIONS OF
INDEBTEDNESS; MODIFICATIONS OF CERTIFICATE OF INCORPORATION, BY-LAWS AND CERTAIN
OTHER AGREEMENTS; ISSUANCES OF CAPITAL STOCK; ETC. The Borrower will not, and
will not permit any of its Subsidiaries to:

          (i)   make (or give any notice in respect of) any voluntary or
     optional payment or prepayment on or redemption or defeasance or
     acquisition for value of (including, without limitation, by way of
     depositing with the trustee with respect thereto or any other Person money
     or securities before due for the purpose of paying when due) any Existing
     Indebtedness or any Senior Subordinated Note;

          (ii)  make (or give any notice in respect of) any prepayment or
     redemption or acquisition for value or defeasance as a result of any asset
     sale, change of control or similar event (including, without limitation, by
     way of depositing with the trustee with respect thereto or any other Person
     money or securities before due for the purpose of paying when due) with
     respect to any Senior Subordinated Note; or pay interest in cash on any
     Senior Subordinated Note to the extent the relevant obligor has an option
     to make such payment by the issuance of additional Senior Subordinated
     Notes;

          (iii) make (or give any notice in respect of) any principal or
     interest payment on, or any redemption or acquisition for value of, any
     Shareholder Subordinated Note, except to the extent permitted by Section
     8.07(ii);

          (iv)  amend or modify, or permit the amendment or modification of, any
     provision of any Senior Subordinated Note Document or any Shareholder
     Subordinated Notes which is in any way adverse to the interest of the Banks
     in the opinion of the Administrative Agent in its sole discretion;

          (v)   amend, modify or change in any way adverse to the interests of
     the Banks, any Tax Allocation Agreement, any Management Agreement, any
     Recapitalization Document, its Certificate of Incorporation (including,
     without limitation, by the filing or modification of any certificate of
     designation) or By-Laws, or any agreement entered into by it, with respect
     to its capital stock (including any Shareholders' Agreement), or enter into
     any new agreement with respect to its capital stock which in any way could
     be adverse to the interests of the Banks; and

          (vi)  issue any class of capital stock other than non-redeemable
     common stock, the Borrower Preferred Stock and Additional Permitted
     Preferred Stock.

Notwithstanding the foregoing (a) the Senior Subordinated Notes may be
refinanced in accordance with the provisions of Section 8.04(c) without
limitation by this Section 8.13 and (b) so long as no Default or Event of
Default exists or would result after giving effect thereto, (i) the Senior
Subordinated Notes and accrued interest thereon may be repaid with the proceeds
of the issuance of common stock by the Borrower and (ii) the Senior Subordinated
Notes issued under the Senior Subordinated Note Indenture and accrued interest
thereon may be repaid with the proceeds of the sale of common stock by the
Borrower to the extent permitted by the "equity clawback" provisions of the
Senior Subordinated Note Indenture; PROVIDED that in the case of any repayment
with proceeds of common stock under the foregoing clauses (i) or (ii), after
giving pro forma

                                      -64-

effect to the sale of such common stock and such repayment as if such events had
occurred on the last day of the most recently ended Test Period, the Leverage
Ratio would have been less than or equal to 4.5 to 1.0.

          8.14 LIMITATION ON CERTAIN RESTRICTIONS ON SUBSIDIARIES. The Borrower
will not, and will not permit any of its Subsidiaries to, directly or
indirectly, create or otherwise cause or suffer to exist or become effective any
encumbrance or restriction on the ability of any such Subsidiary to (a) pay
dividends or make any other distributions on its capital stock or any other
interest or participation in its profits owned by the Borrower or any Subsidiary
of the Borrower or pay any Indebtedness owed to the Borrower or a Subsidiary of
the Borrower, (b) make loans or advances to the Borrower or any of the
Borrower's Subsidiaries or (c) transfer any of its properties or assets to the
Borrower or any of its Subsidiaries, except for such encumbrances or
restrictions existing under or by reason of (i) applicable law, (ii) this
Agreement and the other Credit Documents, (iii) customary provisions restricting
subletting or assignment of any lease governing a leasehold interest of the
Borrower or a Subsidiary of the Borrower, (iv) customary provisions restricting
assignment of any licensing agreement entered into by the Borrower or a
Subsidiary of the Borrower in the ordinary course of business, (v) the Senior
Subordinated Note Documents, (vi) the Existing Indebtedness Agreements and (vii)
customary provisions restricting the transfer of assets subject to Liens
permitted under Sections 8.03(k) and (m).

          8.15. LIMITATION ON THE CREATION OF SUBSIDIARIES. Notwithstanding
anything to the contrary contained in this Agreement, the Borrower will not, and
will not permit any of its Subsidiaries to, establish, create or acquire after
the Initial Borrowing Date any Subsidiary; PROVIDED that the Borrower and its
Wholly-Owned Subsidiaries shall be permitted to establish or create (x)
Subsidiaries as a result of investments made pursuant to Section 8.06(n), (o)
and (p) and (y) Wholly-Owned Subsidiaries so long as (i) at least 30 days' prior
written notice thereof is given to the Administrative Agent, (ii) the capital
stock of such new Subsidiary is pledged pursuant to, and to the extent required
by, the Pledge Agreement and the certificates representing such stock, together
with stock powers duly executed in blank, are delivered to the Collateral Agent,
(iii) such new Subsidiary (other than a Foreign Subsidiary except to the extent
otherwise required pursuant to Section 7.13) executes a counterpart of the
Subsidiary Guaranty, the Pledge Agreement and the Security Agreement, and (iv)
to the extent requested by the Administrative Agent or the Required Banks, takes
all actions required pursuant to Section 7.11. In addition, each new
Wholly-Owned Subsidiary shall execute and deliver, or cause to be executed and
delivered, all other relevant documentation of the type described in Section 5
as such new Subsidiary would have had to deliver if such new Subsidiary were a
Credit Party on the Initial Borrowing Date.

          8.16. LIMITATION ON LS COMPANIES. Notwithstanding anything to the
contrary contained in this Agreement, and except (i) for the LS Tax Sharing
Agreement, (ii) the intercompany Indebtedness referred to on Schedule 6.24 in an
aggregate amount (including principal, interest, fees and other amounts) not to
exceed $1,100,000 and (iii) as permitted by Section 8.06(q), the Borrower will
not, and will not permit any of its Subsidiaries to, engage in any of the
following transactions, activities or relationships with any of the LS
Companies: (a) any transaction of merger or consolidation, (b) any conveyance,
sale, lease, grant of a security or other interest in or other disposition of
(or agree to do any of the foregoing at any future time) all or part of its
property, assets or liabilities, (c) enter into any partnership, joint venture,
or sale-

                                      -65-

leaseback transaction, (d) any acquisition of any property, assets or
liabilities, (e) borrow from or loan any money or credit or make advances to,
(f) purchase or acquire any stock, obligations or securities of, or any other
interest in, or make any capital contribution to or investment in, (g)
capitalize or forgive any Indebtedness or other obligation owed, (h) pay any
dividends to, (i) guaranty any obligations of or (j) enter into or engage in any
other transactions, relationship or activity.

          8.17. MAINTENANCE OF CORPORATE SEPARATENESS; ETC. The Borrower will
not, and will not permit any of its Subsidiaries or the LS Companies to, (a)
fail to satisfy customary corporate formalities, including, without limitation,
(i) the holding of regular board of directors' and shareholders' meetings, (ii)
the maintenance of separate corporate offices and records and (iii) the
maintenance of separate bank accounts in its own name; (b) fail to act solely in
its own corporate name and through its authorized officers and agents; (c) in
the case of each of the LS Companies, at all times cause at least one director
of such LS Company to be an individual who is not an officer, employee, director
or shareholder of the Borrower or any of its Subsidiaries; (d) commingle any
money or other assets of the Borrower or any of its Subsidiaries with any money
or other assets of any LS Company; (e) distribute financial statements to any
creditor which fail to clearly establish the separateness of each LS Company
from the Borrower and each of its Subsidiaries; or (f) take any action, or
conduct its affairs in a manner, which could reasonably be expected to result in
the separate corporate existence of each of the Borrower and each of its
Subsidiaries from the LS Companies being ignored, or the assets and liabilities
of the Borrower of any of its Subsidiaries being substantively consolidated with
those of any LS Company in a bankruptcy, reorganization or other insolvency
proceeding.

          SECTION 9. EVENTS OF DEFAULT. Upon the occurrence of any of the
following specified events (each an "Event of Default"):

          9.01 PAYMENTS. The Borrower shall (i) default in the payment when due
of any principal of the Loans or (ii) default, and such default shall continue
for three or more days, in the payment when due of any Unpaid Drawing, any
interest on the Loans or any Fees or any other amounts owing hereunder or under
any other Credit Document;

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

          9.03 COVENANTS. Any Credit Party shall (a) default in the due
performance or observance by it of any term, covenant or agreement contained in
Section 7.11, 7.14 or 8, or (b) default in the due performance or observance by
it of any term, covenant or agreement (other than those referred to in Section
9.01, 9.02 or clause (a) of this Section 9.03) contained in this Agreement and
such default shall continue unremedied for a period of at least 30 days after
notice to the defaulting party by any Agent or the Required Banks; or

          9.04 DEFAULT UNDER OTHER AGREEMENTS. (a) The Borrower or any of its
Subsidiaries shall (i) default in any payment with respect to any Indebtedness
(other than the Obligations) beyond the period of grace, if any, provided in the
instrument or agreement under

                                      -66-

which Indebtedness was created or (ii) default in the observance or performance
of any agreement or condition relating to any such Indebtedness or contained in
any instrument or agreement evidencing, securing or relating thereto, or any
other event shall occur or condition exist, the effect of which default or other
event or condition is to cause, or to permit the holder or holders of such
Indebtedness (or a trustee or agent on behalf of such holder or holders) to
cause any such Indebtedness to become due prior to its stated maturity; or (b)
any Indebtedness (other than the Obligations) of the Borrower or any of their
Subsidiaries shall be declared to be due and payable, or shall be required to be
prepaid other than by a regularly scheduled required prepayment or as a
mandatory prepayment (unless such required prepayment or mandatory prepayment
results from a default thereunder or an event of the type that constitutes an
Event of Default), prior to the stated maturity thereof; PROVIDED that it shall
not constitute an Event of Default pursuant to clause (a) or (b) of this Section
9.04 unless the principal amount of any one issue of such Indebtedness, or the
aggregate amount of all such Indebtedness referred to in clauses (a) and (b)
above, exceeds $5,000,000 at any one time; or

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

          9.06 ERISA. (a) Any Plan shall fail to satisfy the minimum funding
standard required for any plan year or part thereof or a waiver of such standard
or extension of any amortization period is sought or granted under Section 412
of the Code, any Plan shall have had or is likely to have a trustee appointed to
administer such Plan, any Plan is, shall have been or is likely to be terminated
or the subject of termination proceedings under ERISA, any Plan shall have an
Unfunded Current Liability, a contribution required to be made to a Plan or a
Foreign Pension Plan has not been timely made, the Borrower or any of its
Subsidiaries or any ERISA Affiliate has incurred or is likely to incur a
liability to or on account of a Plan under Section 409, 502(i), 502(l), 515,
4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or Section 401(a)(29), 4971,
4975 or 4980 of the Code, or the Borrower or any of its Subsidiaries has
incurred or is likely to incur liabilities pursuant to one or more Retiree
Welfare Plan or Foreign Pension Plans; (b) there shall result from any such
event or events the imposition of a lien, the granting of a security interest,
or a liability or a material risk of incurring a liability; and (c) which lien,

                                      -67-

security interest or liability which arises from such event or events will have
a Material Adverse Effect; or

          9.07 SECURITY DOCUMENTS. (a) Except in each case to the extent
resulting from the failure of the Collateral Agent to retain possession of the
applicable Pledged Securities, any Security Document shall cease to be in full
force and effect, or shall cease to give the Collateral Agent the Liens, rights,
powers and privileges purported to be created thereby in favor of the Collateral
Agent, (including, without limitation, a perfected security interest in, and
Lien on, all of the Collateral, other than Collateral with an aggregate value of
less than or equal to $50,000), or (b) any Credit Party shall default in the due
performance or observance of any term, covenant or agreement on its part to be
performed or observed pursuant to any such Security Document and such default
(except to the extent that same will adversely affect the continued perfection
and priority of the Liens created by any such Security Document in Collateral
with an aggregate value in excess of $50,000, in which case clause (a) of this
Section 9.07 will be applicable) shall continue unremedied for a period of 30
days; or

          9.08 GUARANTIES. The Guaranties or any provision thereof shall cease
to be in full force and effect, or any Guarantor or any Person acting by or on
behalf of such Guarantor shall deny or disaffirm such Guarantor's obligations
under any Guaranty or any Guarantor shall default in the due performance or
observance of any term, covenant or agreement on its part to be performed or
observed pursuant to any Guaranty; or

          9.09 JUDGMENTS. One or more judgments or decrees shall be entered
against the Borrower or any of its Subsidiaries involving a liability (to the
extent not paid or not fully covered by insurance) in excess of $5,000,000 for
all such judgments and decrees and all such judgments or decrees shall not have
been vacated, discharged or stayed or bonded pending appeal within 60 days from
the entry thereof; or

          9.10 OWNERSHIP. A Change of Control Event shall have occurred;

then, and in any such event, and at any time thereafter, if any Event of Default
shall then be continuing, the Administrative Agent shall, upon the written
request of the Required Banks, by written notice to the Borrower, take any or
all of the following actions, without prejudice to the rights of any Agent or
any Bank to enforce its claims against any Guarantor or the Borrower, except as
otherwise specifically provided for in this Agreement (PROVIDED, that if an
Event of Default specified in Section 9.05 shall occur with respect to the
Borrower or a Subsidiary Guarantor, the result which would occur upon the giving
of written notice by the Administrative Agent as specified in clauses (i) and
(ii) below shall occur automatically without the giving of any such notice): (i)
declare the Total Commitment terminated, whereupon the Commitment of each Bank
shall forthwith terminate immediately and any Commitment Fees shall forthwith
become due and payable without any other notice of any kind; (ii) declare the
principal of and any accrued interest in respect of all Loans and all
Obligations owing hereunder (including Unpaid Drawings) to be, whereupon the
same shall become, forthwith due and payable without presentment, demand,
protest or other notice of any kind, all of which are hereby waived by the
Borrower; (iii) enforce, as Collateral Agent (or direct the Collateral Agent to
enforce), any or all of the Liens and security interests created pursuant to the
Security Documents; (iv) terminate any Letter of Credit which may be terminated
in accordance with its terms; and (v) direct the Borrower to pay (and the

                                      -68-

Borrower hereby agrees upon receipt of such notice, or upon the occurrence of
any Event of Default specified in Section 9.05, to pay) to the Collateral Agent
at the Payment Office such additional amounts of cash, to be held as security
for the Borrower's reimbursement obligations in respect of Letters of Credit
then outstanding, equal to the aggregate Stated Amount of all Letters of Credit
then outstanding.

          SECTION 10. DEFINITIONS. As used herein, the following terms shall
have the meanings herein specified unless the context otherwise requires.
Defined terms in this Agreement shall include in the singular number the plural
and in the plural the singular:

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

          "A Term Loan Commitment" shall mean, with respect to each Bank, the
amount set forth opposite such Bank's name in Annex I directly below the column
entitled "A Term Loan Commitment," as the same may be terminated pursuant to
Section 3.03 and/or Section 9.

          "A Term Loan Facility" shall mean the Facility evidenced by the Total
A Term Loan Commitment.

          "A Term Loan Maturity Date" shall mean the sixth anniversary of the
Initial Borrowing Date.

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

          "A TL Percentage" shall mean, at any time, a fraction (expressed as a
percentage) the numerator of which is equal to the sum of the aggregate
principal amount of all A Term Loans outstanding at such time and the
denominator of which is equal to the sum of the aggregate principal amount of
all Term Loans outstanding at such time.

          "AcquisitionCo" shall mean Lite Acquisition Corp.

          "Additional Permitted Preferred Stock" shall mean preferred stock of
the Borrower the terms of which shall be required to be reasonably acceptable to
the Administrative Agent.

          "Additional Security Documents" shall have the meaning provided in
Section 7.11(a).

          "Adjusted Pro Forma Consolidated EBITDA" shall mean, for the
nine-month period ended September 28, 1996, Consolidated EBITDA for such period
adjusted to give pro forma effect to Safelite's cost savings resulting from the
Transaction.

          "Administrative Agent" shall have the meaning provided in the first
paragraph of this Agreement and shall include any successor to the Agent
appointed pursuant to Section 11.10.

          "Affiliate" shall mean, with respect to any Person, any other Person
directly or indirectly controlling (including but not limited to all directors
and officers of such Person), controlled by, or under direct or indirect common
control with such Person. A Person shall be

                                      -69-

deemed to control a corporation if such Person possesses, directly or
indirectly, the power (i) to vote 10% or more of the securities having ordinary
voting power for the election of directors of such corporation or (ii) to direct
or cause the direction of the management and policies of such corporation,
whether through the ownership of voting securities, by contract or otherwise. In
addition, for the purpose of this Agreement, an Affiliate of Lee shall include
any Lee Investor or any investment fund under common control with the Lee
Investors. Notwithstanding the foregoing, none of the Banks or any of their
respective affiliates shall be deemed to be Affiliates of the Borrower or its
Subsidiaries.

          "Agents" shall mean the Administrative Agent, the Collateral Agent,
the Documentation Agent and the Syndication Agent.

          "Aggregate Unutilized Commitment" with respect to any Bank at any time
shall mean the sum of (i) such Bank's A Term Loan Commitment at such time, if
any, (ii) such Bank's B Term Loan Commitment at such time, if any, and (iii)
such Bank's Revolving Credit Commitment at such time, if any, less the sum of
(x) the aggregate outstanding principal amount of all Revolving Loans made by
such Bank and (y) such Bank's Revolving Percentage of the Letter of Credit
Outstandings at such time.

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

          "Applicable Base Rate Margin" shall mean (i) in the case of A Term
Loans, Revolving Loans and Swingline Loans, 1.50%, less, for each day occurring
after the first anniversary of the Initial Borrowing Date, the then applicable
Interest Reduction Discount, if any, and (ii) in the case of B Term Loans,
2.00%.

          "Applicable Eurodollar Margin" shall mean (i) in the case of A Term
Loans and Revolving Loans, 2.50%, less, for each day occurring after the first
anniversary of the Initial Borrowing Date, the then applicable Interest
Reduction Discount, if any, and (ii) in the case of B Term Loans, 3.00%.

          "Arranger" shall mean Chase Securities Inc.

          "Asset Sale" shall mean any sale, transfer or other disposition by the
Borrower or any of its Subsidiaries to any Person other than the Borrower or any
Wholly-Owned Subsidiary of the Borrower of any asset (including, without
limitation, any capital stock or other securities of another Person, but
excluding the sale by such Person of its own capital stock) of the Borrower or
any such Subsidiary other than (i) sales, transfers or other dispositions of
inventory made in the ordinary course of business and (ii) sales of assets
pursuant to Sections 8.02(f), (g), (h), (i) and (k).

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

                                      -70-

          "Authorized Officer" shall mean any senior officer of the Borrower
designated as such in writing to the Administrative Agent by the Borrower, in
each case to the extent reasonably acceptable to the Agent.

          "B Banks" shall have the meaning provided in Section 4.02(C).

          "B Term Loan" shall have the meaning provided in Section 1.01(A)(b).

          "B Term Loan Commitment" shall mean, with respect to each Bank, the
amount set forth opposite such Bank's name in Annex I directly below the column
entitled "B Term Loan Commitment," as the same may be terminated pursuant to
Section 3.03 and/or Section 9.

          "B Term Loan Facility" shall mean the Facility evidenced by the Total
B Term Loan Commitment.

          "B Term Loan Maturity Date" shall mean the eighth anniversary of the
Initial Borrowing Date.

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

          "B TL Percentage" shall mean, at any time, a fraction (expressed as a
percentage) the numerator of which is equal to the aggregate principal amount of
all B Term Loans outstanding at such time and the denominator of which is equal
to the sum of the aggregate principal amount of all Term Loans outstanding at
such time.

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

          "Bank Default" shall mean (i) the refusal (which has not been
retracted) of a Revolving Bank to make available its portion of any Borrowing
(including any Mandatory Borrowing) or to fund its portion of any unreimbursed
payment under Section 2.04(c) or (ii) a Revolving Bank having notified the
Administrative Agent and/or the Borrower that it does not intend to comply with
the obligations under Section 1.01(A)(d), 1.01(C) or 2.04(c), in the case of
either clause (i) or (ii) above as a result of the appointment of a receiver or
conservator with respect to such Bank at the direction or request of any
regulatory agency or authority.

          "Bankruptcy Code" shall have the meaning provided in Section 9.05.

          "Base Rate" for any day shall mean the higher of (x) the rate which is
1/2 of 1% in excess of the Federal Funds Effective Rate in effect on such day
and (y) the Prime Rate in effect on such day.

          "Base Rate Loan" shall mean each Loan bearing interest at the rates
provided in Section 1.08(a).

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

          "Borrower Common Stock" shall be as described in Schedule 6.16.

                                      -71-

          "Borrower Preferred Stock" shall be as described in Schedule 6.16,
PROVIDED that such preferred stock shall only pay non-cash dividends and shall
not mature prior to 2007.

          "Borrowing" shall mean the incurrence of one Type of Loan pursuant to
a single Facility by the Borrower from all of the Banks having Commitments with
respect to such Facility on a PRO RATA basis on a given date (or resulting from
conversions on a given date), having in the case of Eurodollar Loans the same
Interest Period; PROVIDED that Base Rate Loans incurred pursuant to Section
1.10(b) shall be considered part of any related Borrowing of Eurodollar Loans.

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

          "Capital Expenditures" shall mean, with respect to any Person, all
expenditures by such Person for plant, property and equipment which should be
capitalized in accordance with GAAP (including, without limitation, expenditures
for maintenance and repairs which should be capitalized in accordance with
GAAP).

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

          "Capitalized Lease Obligations" shall mean all obligations under
Capital Leases of the Borrower or any of its Subsidiaries in each case taken at
the amount thereof accounted for as liabilities in accordance with GAAP.

          "Cash Equivalents" shall mean (i) securities issued or directly and
fully guaranteed or insured by the United States of America or any agency or
instrumentality thereof (PROVIDED that the full faith and credit of the United
States of America is pledged in support thereof) having maturities of not more
than one year from the date of acquisition, (ii) U.S. dollar denominated time
deposits, certificates of deposit and bankers acceptances of (x) any Bank or (y)
any bank, or holding company of such bank, whose short-term commercial paper
rating or that of its parent company from S&P is at least A-1 or the equivalent
thereof or from Moody's is at least P-1 or the equivalent thereof (any such bank
or Bank, an "Approved Bank"), in each case with maturities of not more than one
year from the date of acquisition, (iii) commercial paper issued by any Approved
Bank or by the parent company of any Approved Bank and commercial paper issued
by, or guaranteed by, any industrial or financial company with a short-term
commercial paper rating of at least A-1 or the equivalent thereof by S&P or at
least P-1 or the equivalent thereof by Moody's, or guaranteed by any industrial
company with a long term unsecured debt rating of at least A or A2, or the
equivalent of each thereof, from S&P or Moody's, as the case may be, and in each
case maturing within one year after the date of acquisition, (iv) marketable
direct obligations issued by any state of the United States of America or any
political subdivision of any such state or any public instrumentality thereof
maturing within one year from the date of

                                      -72-

acquisition thereof and, at the time of acquisition, having one of the two
highest ratings obtainable from either S&P or Moody's and (v) investments in
money market funds substantially all the assets of which are comprised of
securities of the types described in clauses (i) through (iv) above.

          "Cash Proceeds" shall mean, with respect to any Asset Sale, the
aggregate cash payments (including any cash received by way of deferred payment
pursuant to a note receivable issued in connection with such Asset Sale, other
than the portion of such deferred payment constituting interest, but only as and
when so received) received by the Borrower and/or any of its Subsidiaries from
such Asset Sale.

          "Change of Control Event" shall mean (a) prior to the date of an
initial registered public offering by the Borrower of Borrower Common Stock, the
Permitted Holders shall cease to own on a fully diluted basis in the aggregate
at least 51% of the economic and voting interest in the Borrower's capital stock
free of Liens except Liens created by the Pledge Agreement, (b) on or after the
date of an initial registered public offering by the Borrower of Borrower Common
Stock, (A) any other Person or "group" (within the meaning of Rules 13d-3 and
13d-5 under the Securities Exchange Act of 1934, as in effect on the Initial
Borrowing Date) shall own more than 20% of the voting and/or economic interest
in the Borrower's capital stock, (B) the Board of Directors of the Borrower
shall cease to consist of a majority of Continuing Directors or (C) the
Permitted Holders shall cease to own on a fully diluted basis in the aggregate
at least 30% of the economic and voting interest in the Borrower's capital stock
free of Liens except Liens created by the Pledge Agreement, or (c) a "change of
control" or similar event shall occur as provided in the Senior Subordinated
Note Indenture.

          "Chase" shall mean The Chase Manhattan Bank, in its individual
capacity, and any successor corporation thereto by merger, consolidation or
otherwise.

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

          "Collateral" shall mean all of the Collateral as defined in each of
the Security Documents.

          "Collateral Agent" shall mean the Administrative Agent acting as
collateral agent for the Secured Creditors.

          "Commitment" shall mean, with respect to each Bank, such Bank's A Term
Loan Commitment, B Term Loan Commitment and Revolving Credit Commitment.

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

          "Confidential Information Memorandum" shall mean the Confidential
Information Memorandum dated November 1996 relating to the Facilities.

                                      -73-

          "Consolidated Current Assets" shall mean, at any time, the current
assets (other than cash, Cash Equivalents and deferred income taxes to the
extent included in current assets) of the Borrower and its Subsidiaries at such
time determined on a consolidated basis.

          "Consolidated Current Liabilities" shall mean, at any time, the
current liabilities of the Borrower and its Subsidiaries determined on a
consolidated basis, but excluding deferred income taxes and the current portion
of and accrued but unpaid interest on any Indebtedness under this Agreement and
any other long-term Indebtedness which would otherwise be included therein.

          "Consolidated Debt" shall mean, at any time, all Indebtedness
(excluding Indebtedness of the type described in clause (vii) of the definition
of Indebtedness) of the Borrower and its Subsidiaries determined on a
consolidated basis which would be reflected on a consolidated balance sheet at
such time in accordance with GAAP.

          "Consolidated EBIT" shall mean, for any period, Consolidated Net
Income of the Borrower and its Subsidiaries, before total interest expense
(whether cash or non-cash) and provisions for taxes based on income, and
determined (i) without giving effect to any extraordinary gains or losses but
with giving effect to gains or losses from sales of assets sold in the ordinary
course of business, (ii) without giving effect to any impact from the LIFO
method of inventory accounting, (iii) without giving effect to any noncash
charge (other than depreciation or amortization) deducted in determining
Consolidated Net Income for such period, including non-cash charges related to
the issuance by the Borrower or any of its Subsidiaries of stock, warrants or
options to management (or any exercise of any such warrants or options), (iv)
without giving effect to any compensation expense incurred in connection with
the Recapitalization (including, without limitation, the Transaction Bonuses),
(v) without giving effect to nonrecurring charges, noncash charges or documented
cash charges, in each case deducted in determining Consolidated Net Income for
such period and related to the Transaction and (vi) without giving effect to
management fees permitted to be paid to Lee and the Lee Affiliates pursuant to
Section 8.08.

          "Consolidated EBITDA" shall mean, for any period, Consolidated EBIT,
adjusted by adding thereto the amount of all depreciation expense and
amortization expense that were deducted in determining Consolidated EBIT for
such period.

          "Consolidated Interest Expense" shall mean, for any period, total
interest expense (including that attributable to Capital Leases in accordance
with GAAP) of the Borrower and its Subsidiaries determined on a consolidated
basis with respect to all outstanding Indebtedness of the Borrower and its
Subsidiaries, including, without limitation, all commissions, discounts and
other fees and charges owed with respect to letters of credit and bankers'
acceptance financing and net costs or benefits under Interest Rate Protection
Agreements, but excluding, however, amortization of original issue discount, any
payments made to obtain any Interest Rate Protection Agreement, deferred
financing costs and any interest expense on deferred compensation arrangements
and any other non-cash interest to the extent included in total interest
expense.

          "Consolidated Net Income" shall mean, for any period, the net income
(or loss), after provision for taxes and before any pay-in-kind or non-cash
accumulating dividend on Preferred Stock, of the Borrower and its Subsidiaries
on a consolidated basis for such period taken

                                      -74-

as a single accounting period, but excluding any unrealized losses and gains for
such period resulting from mark-to-market of Other Hedging Agreements.

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

          "Continuing Directors" shall mean the directors of the Borrower on the
Effective Date and each other director if such director's nomination for the
election to the Board of Directors of the Borrower is recommended by a majority
of the then Continuing Directors.

          "Credit Documents" shall mean this Agreement, the Notes, the
Guaranties and each Security Document.

          "Credit Event" shall mean the making of a Loan (other than a Revolving
Loan made pursuant to a Mandatory Borrowing) or the issuance of a Letter of
Credit.

          "Credit Party" shall mean the Borrower and each Subsidiary Guarantor.

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

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

          "Deficiency" shall have the meaning provided in Section 8.09(b).

          "Dividends" shall have the meaning provided in Section 8.07.

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

                                      -75-

          "Documents" shall mean the Credit Documents, the Recapitalization
Documents and the Senior Subordinated Note Documents.

          "Domestic Subsidiary" shall mean each Subsidiary of the Borrower
incorporated or organized in the United States or any State or territory
thereof.

          "Effective Date" shall have the meaning provided in Section 12.10.

          "Eligible Transferee" shall mean and include (i) a commercial bank,
financial institution, fund which is regularly engaged in making, purchasing or
investing in loans of the type provided for herein or other "qualified
institutional buyer" (as defined in Rule 144A of the Securities Act) and (ii)
any other Person approved by the Borrower (such approval not to be unreasonably
withheld).

          "Environmental Claims" shall mean any and all administrative,
regulatory or judicial actions, suits, demands, demand letters, claims, liens,
notices of non-compliance or violation, investigations or proceedings relating
in any way to any violation (or alleged violation) by the Borrower or any of its
Subsidiaries under any Environmental Law (hereafter "Claims") or any permit
issued to the Borrower or any of its Subsidiaries under any such law, including,
without limitation, (a) any and all Claims by governmental or regulatory
authorities for enforcement, cleanup, removal, response, remedial or other
actions or damages pursuant to any applicable Environmental Law, and (b) any and
all Claims by any third party seeking damages, contribution, indemnification,
cost recovery, compensation or injunctive relief resulting from Hazardous
Materials or arising from alleged injury or threat of injury to health, safety
or the environment.

          "Environmental Law" shall mean any federal, state or local policy,
statute, law, rule, regulation, ordinance, code or rule of common law now or
hereafter in effect and in each case as amended, and any judicial or
administrative interpretation thereof, including any judicial or administrative
order, consent, decree or judgment (for purposes of this definition
("collectively, Laws")), relating to the environment, or Hazardous Materials or
health and safety to the extent such health and safety issues arise under the
Occupational Safety and Health Act of 1970, as amended, or any such similar
Laws.

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

          "ERISA Affiliate" shall mean each person (as defined in Section 3(9)
of ERISA) which together with the Borrower or any of its Subsidiaries would be
deemed, at any time following the Initial Borrowing Date, to be a "single
employer" within the meaning of Section 414(b), (c), (m) or (o) of the Code.

          "Eurodollar Loans" shall mean each Loan bearing interest at the rates
provided in Section 1.08(b).

                                      -76-

          "Eurodollar Rate" shall mean with respect to each Interest Period for
a Eurodollar Loan, (i) the rate per annum equal to the rate at which Chase is
offered Dollar deposits at or about 10:00 A.M., New York City time, two Business
Days prior to the beginning of such Interest Period in the interbank eurodollar
market where the eurodollar and foreign currency and exchange operations in
respect of its Eurodollar Loans are then being conducted for delivery on the
first day of such Interest Period for the number of days comprised therein and
in an amount comparable to the amount of its Eurodollar Loan to be outstanding
during such Interest Period (and rounded upward to the next whole multiple of
1/16 of 1%) divided by (ii) a percentage equal to 100% minus the then stated
maximum rate of all reserve requirements (including, without limitation, any
basic, marginal, emergency, supplemental, special or other reserves under any
regulations of the Board of Governors of the Federal Reserve System or other
Governmental Authority having jurisdiction with respect thereto) dealing with
reserve requirements prescribed for eurocurrency funding (currently referred to
an "Eurocurrency Liabilities" in Regulation D of such Board) maintained by a
member bank of such System.

          "Event of Default" shall have the meaning provided in Section 9.

          "Excess Cash Flow" shall mean, for any period (i) the sum of (A)
Consolidated Net Income for such period PLUS (B) the amount of all non-cash
charges (including, without limitation or duplication, depreciation,
amortization and non-cash interest expense, but excluding those non-cash charges
that had the effect of decreasing Working Capital for such period) included in
determining Consolidated Net Income for such period plus (C) the decrease, if
any, in Working Capital from the first day to the last day of such period, minus
(ii) the sum of (A) any non-cash credits (including from sales or other
dispositions of assets) included in determining Consolidated Net Income for such
period, (B) gains from sales or other dispositions of assets (other than sales
of inventory in the ordinary course of business) included in determining
Consolidated Net Income for such period, (C) an amount equal to (1) all Capital
Expenditures (other than Capital Expenditures made pursuant to Section 8.09(d),
(e) or (f)) made during such period that are not financed by Indebtedness
(including Capitalized Lease Obligations but excluding Loans hereunder) plus (or
minus, if negative) (2) the Rollover Amount for such period to be carried
forward to the next period less the Rollover Amount (if any) for the preceding
period carried forward to the current period, (D) the amount expended in respect
of Permitted Acquisitions during such period, except to the extent constituting
Capital Expenditures, (E) the aggregate principal amount of permanent principal
payments of Indebtedness for borrowed money of the Borrower and its Subsidiaries
(other than repayments of Loans, PROVIDED that repayments of Loans shall be
deducted in determining Excess Cash Flow if such repayments were (x) required as
a result of a Scheduled A Repayment or a Scheduled B Repayment under Section
4.02(A)(b) or (y) made as a voluntary prepayment with internally generated funds
(but in the case of a voluntary prepayment of Revolving Loans, only to the
extent accompanied by a voluntary reduction to the Total Revolving Credit
Commitment)) during such period, (F) non-cash charges added back in a previous
period pursuant to clause (i)(B) above to the extent any such charge has become
a cash item in the current period, (G) the amount of expenditures which are not
classified Capital Expenditures but which were capitalized and not expensed
during such period, (H) the increase, if any, in Working Capital from the first
day to the last day of such period, (I) any cash disbursements made against
noncurrent liabilities (such as transition reserves and deferred taxes) to the
extent not deducted in determining Consolidated Net Income for such period and
(J) the amount of unusual or non-recurring charges that decreased Working
Capital during such period.

                                      -77-

          "Excess Cash Flow Period" shall mean each fiscal year of the Borrower
commencing with the fiscal year ending FYE 1997.

          "Excess Cash Payment Date" shall mean the date occurring 90 days after
the last day of a fiscal year of the Borrower (beginning with its fiscal year
ending FYE 1997).

          "Existing Indebtedness" shall have the meaning provided in Section
6.24.

          "Existing Indebtedness Agreements" shall have the meaning provided in
Section 5.13.

          "Existing Letters of Credit" shall mean the letters of credit
described in Schedule 2.01.

          "Expenditures for Intangible Assets" shall mean, with respect to any
Person, the amount of expenditures which are not classified as Capital
Expenditures but which were capitalized and not expensed during such period,
including the expenditures for the acquisition or development of data bases and
for research and development.

          "FQE1", "FQE2" or "FQE3" shall mean, respectively, the last day of the
Borrower's first, second and third fiscal quarters. The first fiscal quarter of
each fiscal year begins on the Saturday closest to the last day of the prior
calendar year, and continues for 13 calendar weeks. The second and third fiscal
quarters continue for successive periods of 13 weeks each, and the fourth fiscal
quarter continues for the period of 13 or 14 weeks, as the case may be, until
the end of such fiscal year.

          "FYE" shall mean the end of the designated fiscal year of the
Borrower. Each fiscal year ends on the Saturday following closest to the last
day of the designated year (which Saturday may fall in the succeeding calendar
year).

          "Facility" shall mean any of the credit facilities established under
this Agreement, I.E., the A Term Loan Facility, the B Term Loan Facility or the
Revolving Credit Facility.

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

          "Federal Funds Effective Rate" shall mean, for any day, the weighted
average of the rates on overnight federal funds transactions with members of the
Federal Reserve System arranged by federal funds brokers, as published on the
next succeeding Business Day by the Federal Reserve Bank of New York, or, if
such rate is not so published for any day which is a Business Day, the average
of the quotations for the day of such transactions received by the
Administrative Agent from three federal funds brokers of recognized standing
selected by it. Any change in the Base Rate due to a change in the Federal Funds
Effective Rate shall be effective as of the opening of business on the effective
day of such change in the Federal Funds Effective Rate.

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

                                      -78-

          "Foreign Cash Equivalents" shall mean certificates of deposit or
bankers acceptances of any bank organized under the laws of Canada, Japan or any
country that is a member of the European Economic Community whose short-term
commercial paper rating from S&P is at least A-1 or the equivalent thereof or
from Moody's is at least P-1 or the equivalent thereof, in each case with
maturities of not more than six months from the date of acquisition.

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

          "Foreign Subsidiary" shall mean each Subsidiary of the Borrower other
than a Domestic Subsidiary.

          "GAAP" shall mean generally accepted accounting principles in the
United States of America as promulgated by FASB and as in effect from time to
time; it being understood and agreed that determinations in accordance with GAAP
for purposes of Section 8, including defined terms as used therein, are subject
(to the extent provided therein) to Section 12.07(a).

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

          "Guaranteed Obligations" shall mean (i) the principal and interest on
each Note issued by the Borrower to each Bank, and Loans made, under this
Agreement and all reimbursement obligations and Unpaid Drawings with respect to
Letters of Credit, together with all the other obligations (including
obligations which, but for the automatic stay under Section 362(a) of the
Bankruptcy Code, would become due) and liabilities (including, without
limitation, indemnities, fees and interest thereon) of the Borrower to such
Bank, the Administrative Agent, the Documentation Agent and the Collateral Agent
now existing or hereafter incurred under, arising out of or in connection with
this Agreement or any other Credit Document and the due performance and
compliance with all the terms, conditions and agreements contained in the Credit
Documents by the Borrower and (ii) all obligations (including obligations which,
but for the automatic stay under Section 362(a) of the Bankruptcy Code, would
become due) and liabilities of the Borrower or any of its Subsidiaries owing
under any Interest Rate Protection Agreement or Other Hedging Agreement entered
into by the Borrower or any of its Subsidiaries with any Bank or any affiliate
thereof (even if such Bank subsequently ceases to be a Bank under this Agreement
for any reason) so long as such Bank or affiliate participates in such Interest
Rate Protection Agreement or Other Hedging Agreement, and their subsequent
assigns, if any, whether now in existence or hereafter arising, and the due
performance and compliance with all terms, conditions and agreements contained
therein.

          "Guarantor" shall mean each Subsidiary Guarantor.

                                      -79-

          "Guaranty" shall mean each Subsidiary Guaranty.

          "Hazardous Materials" shall mean (a) any petrochemical or petroleum
products, radioactive materials, asbestos in any form that is or could become
friable, urea formaldehyde foam insulation, transformers or other equipment that
contain dielectric fluid containing levels of polychlorinated biphenyls, and
radon gas; and (b) any chemicals, materials or substances defined as or included
in the definition of "hazardous substances," "hazardous wastes," "hazardous
materials," "restricted hazardous materials," "extremely hazardous wastes,"
"restrictive hazardous wastes," "toxic substances," "toxic pollutants,"
"contaminants" or "pollutants," or words of similar meaning and regulatory
effect.

          "Indebtedness" of any Person shall mean, without duplication, (i) all
indebtedness of such Person for borrowed money, (ii) the deferred purchase price
of assets or services payable to the sellers thereof or any of such seller's
assignees which in accordance with GAAP would be shown on the liability side of
the balance sheet of such Person but excluding deferred rent as determined in
accordance with GAAP, (iii) the face amount of all letters of credit issued for
the account of such Person and, without duplication, all drafts drawn
thereunder, (iv) all Indebtedness of a second Person secured by any Lien on any
property owned by such first Person, whether or not such Indebtedness has been
assumed, (v) all Capitalized Lease Obligations of such Person, (vi) all
obligations of such Person to pay a specified purchase price for goods or
services whether or not delivered or accepted, I.E., take-or-pay and similar
obligations, (vii) all obligations under Interest Rate Protection Agreements and
Other Hedging Agreements and (viii) all Contingent Obligations of such Person,
PROVIDED that Indebtedness shall not include trade payables and accrued
expenses, in each case arising in the ordinary course of business.

          "Initial Borrowing Date" shall mean the date upon which the Term Loans
are incurred hereunder.

          "Insurance Debt" shall mean Indebtedness of the Borrower, in an
aggregate amount not exceeding $14,000,000, in respect of deferred premium
payments under liability, casualty or other insurance policies of the Borrower.

          "Intercompany Loan" shall have the meaning provided in Section
8.06(h).

          "Intercompany Notes" shall mean promissory notes, in the form of
Exhibit K, evidencing Intercompany Loans.

          "Interest Coverage Ratio" shall mean, for any period, the ratio of
Consolidated EBITDA to Consolidated Interest Expense for such period; PROVIDED
that for purposes of calculating such ratio on a specific date in the 1997
fiscal year, Consolidated Interest Expense shall be the sum of (a) actual
Consolidated Interest Expense for each fiscal quarter of such fiscal year ended
on or prior to such date and (b) $5,845,000 per fiscal quarter for each fiscal
quarter in the portion of the 1997 fiscal year remaining subsequent to such
date.

          "Interest Period" with respect to any Eurodollar Loan, shall mean the
interest period applicable thereto, as determined pursuant to Section 1.09.

                                      -80-

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

          "Interest Reduction Discount" shall mean initially zero, PROVIDED that
from and after the first day of any Margin Reduction Period (the "Start Date")
to and including the last day of such Margin Reduction Period, the Interest
Reduction Discount shall be the respective percentage per annum set forth in
clause (A), (B), (C), (D) or (E) below if, but only if, as of the last day of
the most recent fiscal quarter or year, as the case may be, ended immediately
prior to such Start Date (the "Test Date"), the conditions set forth in clause
(A), (B), (C), (D) or (E) below are met:

          (A) 0.00% if the Leverage Ratio on such Test Date is greater than or
equal to 4.25;

          (B) .25% if the Leverage Ratio on such Test Date is greater than or
equal to 3.75:1.0 and less than 4.25;

          (C) .50% if the Leverage Ratio on such Test Date is greater than or
equal to 3.25:1.0 and less than 3.75;

          (D) .75% if the Leverage Ratio on such Test Date is greater than or
equal to 2.75:1.0 and less than 3.25; or

          (E) 1.00% if the Leverage Ratio on such Test Date is less than 2.75.

Notwithstanding anything to the contrary contained above in this definition, (i)
the Interest Reduction Discount shall be zero at any time when an Event of
Default shall exist and (ii) no Interest Reduction Discount shall apply prior to
the first anniversary of the Initial Borrowing Date.

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

          "Lear Siegler" shall mean Lear Siegler Holdings Corp., a Delaware
corporation.

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

          "Lee" shall mean Thomas H. Lee Company, a sole proprietorship located
in Massachusetts.

                                      -81-

          "Lee Affiliates" shall mean any Affiliate of Lee, PROVIDED that for
purposes of the definition of "Change of Control Event", the term Lee Affiliate
shall not include any portfolio company of either Lee or any Affiliate of Lee.

          "Lee Investor" shall mean and include Thomas H. Lee Equity Fund, III
L.P., Thomas H. Lee Foreign Fund III, L.P. and THL-CCI Limited Partnership, or
any limited or general partner, stockholder, officer, employee or consultant of
such Lee Investor or any officer, employee or consultant of Lee; PROVIDED that
for the purposes of making calculations under the definition of "Change of
Control Event", the aggregate amount of equity of the Borrower attributable to
consultants of Lee and consultants of Lee Investors may not exceed $3,000,000.

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

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

          "Letter of Credit Issuer" shall mean (i) in respect of the Existing
Letters of Credit, The Chase Manhattan Bank and (ii) in respect of other Letters
of Credit, Chase Manhattan Bank Delaware.

          "Letter of Credit Outstandings" shall mean, at any time, the sum of,
without duplication, (i) the aggregate Stated Amount of all outstanding Letters
of Credit and (ii) the aggregate amount of all Unpaid Drawings in respect of all
Letters of Credit.

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

          "Leverage Ratio" shall mean, at any time, the ratio of (x)
Consolidated Debt at such time (excluding Insurance Debt) to (y) Consolidated
EBITDA for the Test Period then last ended.

          "Lien" shall mean any mortgage, pledge, security interest,
encumbrance, lien or charge of any kind (including any agreement to give any of
the foregoing, any conditional sale or other title retention agreement, any
financing or similar statement or notice filed under the UCC or any similar
recording or notice statute, and any lease having substantially the same effect
as the foregoing).

          "Loan" shall mean each and every Loan made by any Bank hereunder,
including A Term Loans, B Term Loans, Revolving Loans or Swingline Loans.

          "LSAC" shall mean L.S. Acquisition Corp., a Delaware corporation.

          "LS Companies" shall mean LSAC and its subsidiaries, as listed on
Schedule 6.17.

          "LSNWY" shall mean LSNWY Corp., a Delaware corporation.

          "LS Partners" shall have the meaning provided in the Recapitalization
Agreement.

                                      -82-

          "LS Tax Sharing Agreement" shall mean the Tax Sharing Agreement
between the Borrower and Lear Siegler in a form reasonably satisfactory to the
Administrative Agent.

          "Management Agreements" shall have the meaning provided in Section
5.13.

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

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

          "Margin Reduction Period" shall mean each period which shall commence
on a date on which the financial statements are delivered pursuant to Section
7.01(b)(i) or (c)(i), as the case may be, and which shall end on the earlier of
(i) the date of actual delivery of the next financial statements pursuant to
Section 7.01(b)(i) or (c)(i), as the case may be, and (ii) the latest date on
which the next financial statements are required to be delivered pursuant to
Section 7.01(b)(i) or (c)(i), as the case may be.

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

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

          "Maturity Date" with respect to any Facility shall mean either the A
Term Loan Maturity Date, the B Term Loan Maturity Date or the Revolving Loan
Maturity Date, as the case may be.

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

          "Merger" shall mean the merger of AcquisitionCo and Safelite with
Safelite as the surviving company.

          "Minimum Borrowing Amount" shall mean (i) for Term Loans, $5,000,000;
(ii) for Revolving Loans, $500,000 and (iii) for Swingline Loans, $50,000.

          "Moody's" shall mean Moody's Investors Service, Inc.

          "Mortgage" shall have the meaning provided in Section 5.12(a).

          "Mortgage Policies" shall have the meaning provided in Section
5.12(b).

          "Mortgaged Properties" shall mean and include the Real Properties
owned or leased by the Borrower and its Domestic Subsidiaries to the extent
designated as such on Schedule 6.21. Notwithstanding the foregoing, leased Real
Property so designated on Schedule 6.21 shall not be Mortgaged Property under
this Agreement if the consent of the owner or lessor

                                      -83-

is required to grant a Mortgage on such Real Property and the Borrower is unable
to obtain such consent after using its reasonable efforts to do so.

          "Multiemployer Plan" shall mean any multiemployer plan (within the
meaning of section 4001(a)(3) of ERISA) to which the Company or any of its
Subsidiaries has any liability or contributes (or has at any time within the
past five years contributed to or had any liability to contribute).

          "Net Cash Proceeds" shall mean, with respect to any Asset Sale, the
Cash Proceeds resulting therefrom net of (a) cash expenses of sale (including
brokerage fees, if any, transfer taxes and payment of principal, premium and
interest of Indebtedness other than the Loans required to be repaid as a result
of such Asset Sale) and (b) incremental income taxes paid or payable as a result
thereof.

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

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

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

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

          "Notice Office" shall mean the office of the Administrative Agent
located at 270 Park Avenue, New York, New York 10017 or such other office as the
Administrative Agent may designate to the Borrower and the Banks from time to
time.

          "Obligations" shall mean all amounts, direct or indirect, contingent
or absolute, of every type or description, and at any time existing, owing to
any Agent or any Bank pursuant to the terms of this Agreement or any other
Credit Document.

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

          "Participant" shall have the meaning provided in Section 2.04(a).

          "Payment Office" shall mean the office of the Administrative Agent
located at 270 Park Avenue, New York, New York 10017 or such other office as the
Administrative Agent may designate to the Borrower and the Banks from time to
time.

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

          "Permitted Acquisition" shall have the meaning provided in Section
8.02(m).

                                      -84-

          "Permitted Encumbrances" shall mean (i) those liens, encumbrances and
other matters affecting title to any Mortgaged Property listed in the Mortgage
Policies in respect thereof and found reasonably acceptable by the
Administrative Agent, (ii) as to any particular Mortgaged Property at any time,
such easements, encroachments, covenants, rights of way, minor defects,
irregularities or encumbrances on title which do not, in the reasonable opinion
of the Administrative Agent, materially impair such Mortgaged Property for the
purpose for which it is held by the mortgagor thereof, or the lien held by the
Collateral Agent, (iii) zoning and other municipal ordinances which are not
violated in any material respect by the existing improvements and the present
use made by the mortgagor thereof of the Premises (as defined in the respective
Mortgage), (iv) general real estate taxes and assessments not yet delinquent,
and (v) such other items as the Administrative Agent may consent to (such
consent not to be unreasonably withheld).

          "Permitted Holders" shall mean (a) Lee and the Lee Affiliates, (b) the
Lee Investors, (c) each other holder of common stock of the Borrower on the
Initial Borrowing Date, (d) senior management employees and directors of the
Borrower who acquire common stock of the Borrower within 90 days after the
Initial Borrowing Date for an aggregate purchase price not in excess of
$5,000,000 and (e) other Persons to which Lee and the Lee Affiliates may
transfer common stock of the Borrower for an aggregate purchase price not
exceeding $17,000,000.

          "Permitted Liens" shall have the meaning provided in Section 8.03.

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

          "Plan" shall mean any employee pension benefit plan (within the
meaning of section 3(2) of ERISA) which is maintained or contributed to by the
Borrower or any of its Subsidiaries, or for which the Company or any of its
Subsidiaries has any liability or contingent liability, other than a
Multiemployer Plan.

          "Pledge Agreement" shall have the meaning provided in Section 5.10(a).

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

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

          "Preferred Stock" shall mean the Borrower Preferred Stock and any
Additional Permitted Preferred Stock.

          "Prime Rate" shall mean the rate of interest per annum publicly
announced from time to time by Chase as its prime rate in effect at its
principal office in New York City, the Prime Rate to change when and as such
publicly announced rate changes. The Prime Rate is a reference rate and does not
necessarily represent the lowest or best rate actually charged to any customer.
Chase may make commercial loans or other loans at rates of interest at, above or
below the Prime Rate.

                                      -85-

          "Projections" shall have the meaning provided in Section 5.16.

          "Quarterly Payment Date" shall mean the last Business Day of each
March, June, September and December.

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

          "Recapitalization" shall mean the recapitalization of the Borrower
pursuant to, and in accordance with the terms of, the Recapitalization
Documents.

          "Recapitalization Agreement" shall mean the Recapitalization Agreement
and Plan of Merger and Stock Purchase Agreement dated as of November 8, 1996, as
amended and as in effect on the Initial Borrowing Date by and among Lear
Siegler, The LS Selling Stockholders (as defined therein), the Borrower, LSNWY,
LSAC and AcquisitionCo.

          "Recapitalization Demand Note" shall mean the Demand Note payable by
LSAC to the LS Partners in the original principal amount of $298,800,000
delivered pursuant to Section 1.11 of the Recapitalization Agreement.

          "Recapitalization Documents" shall mean the Recapitalization Agreement
and all other agreements and documents relating to the Recapitalization.

          "Recovery Event" shall mean the receipt by the Borrower or any of its
Subsidiaries of any insurance or condemnation proceeds payable (i) by reason of
theft, physical destruction or damage or any other similar event with respect to
any properties or assets of the Borrower or any of its Subsidiaries, (ii) by
reason any condemnation, taking, seizing or similar event with respect to any
properties or assets of the Borrower or any of its Subsidiaries and (iii) under
any policy of insurance required to be maintained under Section 7.03.

          "Register" shall have the meaning provided in subsection 12.04(c).

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

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

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

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

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

                                      -86-

          "Release" means disposing, discharging, injecting, spilling, pumping,
leaking, leaching, dumping, emitting, escaping, emptying, seeping, placing,
pouring and the like, into or upon any land or water or air, or otherwise
entering into the environment.

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

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

          "Reportable Event" shall mean an event described in Section 4043(c) of
ERISA with respect to a Plan as to which the 30-day notice requirement has not
been waived by the PBGC.

          "Required Banks" shall mean collectively (and not individually)
Non-Defaulting Banks the sum of whose outstanding Term Loans, Term Loan
Commitments, Revolving Credit Commitments (or, if after the Total Revolving
Credit Commitment has been terminated, outstanding Revolving Loans and Revolving
Percentages of outstanding Swingline Loans and Letter of Credit Outstandings)
constitute greater than 50% of the sum of (i) the total outstanding Term Loans
of Non-Defaulting Banks, or the Total Term Loan Commitment then in effect and
(ii) the Total Revolving Credit Commitment less the aggregate Revolving Credit
Commitments of Defaulting Banks (or, if after the Total Revolving Credit
Commitment has been terminated, the total outstanding Revolving Loans of
Non-Defaulting Banks and the aggregate Revolving Percentages of all
Non-Defaulting Banks of the total outstanding Swingline Loans and Letter of
Credit Outstandings at such time).

          "Retiree Welfare Plan" shall mean any employee welfare benefit plan
(within the meaning of section 3(1) of ERISA) which provides benefits to retired
or other former employees of the Borrower or any of its Subsidiaries (other than
continuation of group health plan coverage under the Consolidated Omnibus Budget
Reconciliation Act of 1985, as amended, or pursuant to applicable State law).

          "Returns" shall have the meaning provided in Section 6.23.

          "Revolving Bank" shall mean at any time each Bank with a Revolving
Credit Commitment or with outstanding Revolving Loans.

          "Revolving Credit Commitment" shall mean, with respect to each Bank,
the amount set forth opposite such Bank's name in Annex I directly below the
column entitled "Revolving Credit Commitment," as the same may be reduced from
time to time pursuant to Section 3.02, Section 3.03 and/or Section 9.

          "Revolving Credit Facility" shall mean the Facility evidenced by the
Total Revolving Credit Commitment.

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

          "Revolving Loan Maturity Date" shall mean the sixth anniversary of the
Initial Borrowing Date.

                                      -87-

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

          "Revolving Percentage" shall mean at any time for each Revolving Bank,
with respect to Revolving Loans, Swingline Loans and Letters of Credit, the
percentage obtained by dividing such Revolving Bank's Revolving Credit
Commitment by the Total Revolving Credit Commitment, PROVIDED that if the Total
Revolving Credit Commitment has been terminated, the Revolving Percentage of
each Revolving Bank shall be determined by dividing such Revolving Bank's
Revolving Credit Commitment immediately prior to such termination by the Total
Revolving Credit Commitment immediately prior to such termination.

          "Rollover Amount" shall have the meaning provided in Section 8.09(b).

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

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

          "Scheduled Repayment" shall mean any Scheduled A Repayment or any
Scheduled B Repayment.

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

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

          "Secured Creditors" shall have the meaning provided in the Security
Documents.

          "Security Agreement" shall have the meaning provided in Section
5.10(b).

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

          "Security Documents" shall mean and include the Security Agreement,
the Pledge Agreement, each Mortgage, and each Additional Security Document, if
any.

          "Senior Subordinated Note Documents" shall mean and include each of
the Senior Subordinated Note Indenture and the Senior Subordinated Notes, as the
same may be entered into, modified, supplemented or amended from time to time
pursuant to the terms hereof and thereof.

          "Senior Subordinated Note Indenture" shall mean one or more Indentures
that will be entered into by and between the Borrower and the Subsidiary
Guarantors and the trustee for the holders of the Senior Subordinated Notes or
the purchasers of the Senior Subordinated Notes, as applicable, in the form
referred to in, or having the terms permitted by, Section 8.04(c), as the same
may be entered into, modified, amended or supplemented from time to time in
accordance with the terms hereof and thereof.

                                      -88-

          "Senior Subordinated Notes" shall mean the senior subordinated notes
of the Borrower that may be issued pursuant to a Senior Subordinated Note
Indenture and as the same may be modified, supplemented or amended from time to
time pursuant to the terms hereof and thereof.

          "Shareholder Subordinated Note" shall mean an unsecured junior
subordinated note issued by the Borrower or any of its Subsidiaries in the form
of Exhibit L.

          "Shareholders' Agreements" shall have the meaning set forth in Section
5.13.

          "S&P" shall mean Standard & Poor's Corporation Ratings Services, a
division of McGraw-Hill.

          "Stated Amount" of each Letter of Credit shall mean the maximum amount
available to be drawn thereunder (regardless of whether any conditions for
drawing could then be met).

          "Subsidiary" of any Person shall mean and include (i) any corporation
more than 50% of whose stock of any class or classes having by the terms thereof
ordinary voting power to elect a majority of the directors of such corporation
(irrespective of whether or not at the time stock of any class or classes of
such corporation shall have or might have voting power by reason of the
happening of any contingency) is at the time owned by such Person directly or
indirectly through Subsidiaries and (ii) any partnership, association, joint
venture or other entity (other than a corporation) in which such Person directly
or indirectly through Subsidiaries, has more than a 50% equity interest at the
time; PROVIDED that the LS Companies shall not be deemed to be Subsidiaries of
the Borrower.

          "Subsidiary Guarantor" shall mean each Subsidiary of the Borrower
(other than a Foreign Subsidiary except to the extent otherwise provided in
Section 7.13) that is or becomes a party to the Subsidiary Guaranty.

          "Subsidiary Guaranty" shall mean each subsidiary guaranty, in the form
of Exhibit H (as modified, amended or supplemented from time to time in
accordance with the terms thereof and hereof).

          "Supermajority Banks" of the Facilities shall mean collectively (and
not individually) Non-Defaulting Banks the sum of whose outstanding Term Loans,
Revolving Credit Commitments (or, after the Total Revolving Credit Commitment
has been terminated, outstanding Revolving Loans and Revolving Percentages of
outstanding Swingline Loans and Letter of Credit Outstandings) constitute
greater than 66-2/3% of the sum of (i) the total outstanding Term Loans of
Non-Defaulting Banks and (ii) the Total Revolving Credit Commitment less the
aggregate Revolving Credit Commitments of Defaulting Banks (or, after the Total
Revolving Credit Commitment has been terminated, the total outstanding Revolving
Loans of Non-Defaulting Banks and the aggregate Revolving Percentages of all
Non-Defaulting Banks of the total outstanding Swingline Loans and Letter of
Credit Outstandings at such time).

                                      -89-

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

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

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

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

          "Syndication Date" shall mean that date upon which the Agents
determine (and notify the Borrower) that the primary syndication (and resultant
addition of Persons as Banks pursuant to Section 12.04(b)) has been completed.

          "Tax Allocation Agreements" shall have the meaning provided in Section
5.13.

          "Taxes" shall have the meaning provided in Section 4.04.

          "Term Loan" shall mean each A Term Loan and each B Term Loan.

          "Term Loan Commitment" shall mean, with respect to each Bank at any
time, the sum of the A Term Loan Commitment and the B Term Loan Commitment of
such Bank at such time.

          "Term Loan Facilities" shall mean the A Term Loan Facility and the B
Term Loan Facility.

          "Test Period" shall mean for any determination made on a specific
date, the four consecutive fiscal quarters of the Borrower then last ended
(taken as one accounting period).

          "Total A Term Loan Commitment" shall mean the sum of the A Term Loan
Commitments of each of the Banks.

          "Total B Term Loan Commitment" shall mean the sum of the B Term Loan
Commitments of each of the Banks.

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

          "Total Revolving Credit Commitment" shall mean the sum of the
Revolving Credit Commitments of each of the Banks.

          "Total Term Loan Commitment" shall mean the sum of the Total A Term
Loan Commitment and the Total B Term Loan Commitment.

          "Total Unutilized Revolving Credit Commitment" shall mean, at any
time, (i) the Total Revolving Credit Commitment at such time LESS (ii) the sum
of the aggregate principal

                                      -90-

amount of all Revolving Loans and Swingline Loans at such time plus the Letter
of Credit Outstandings at such time.

          "Transaction" shall mean, collectively, (i) the Recapitalization, (ii)
the incurrence of Loans and the issuance of Letters of Credit on the Initial
Borrowing Date, (iii) the entering into of the Senior Subordinated Note
Documents and the issuance of the Senior Subordinated Notes pursuant thereto and
(iv) the payment of fees and expenses in connection with the foregoing.

          "Transaction Bonuses" shall mean, collectively, the bonuses in an
aggregate amount of up to $7,000,000 paid to members of management of the
Borrower in connection with the Transaction.

          "Type" shall mean any type of Loan determined with respect to the
interest option applicable thereto, I.E., a Base Rate Loan or a Eurodollar Loan.

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

          "Unfunded Current Liability" of any Plan shall mean the amount, if
any, by which the actuarial present value of the accumulated plan benefits under
the Plan as of the close of its most recent plan year exceeds the fair market
value of the assets allocable thereto, each determined in accordance with
Statement of Financial Accounting Standards No. 35, based upon the actuarial
assumptions used by the Plan's actuary in the most recent annual valuation of
the Plan.

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

          "U.S. Dollars" and the sign "$" shall each mean freely transferable
lawful money of the United States of America.

          "Waivable Mandatory Repayment" shall have the meaning provided in
Section 4.02(C).

          "Wholly-Owned Domestic Subsidiary" shall mean, as to any Person, any
Wholly-Owned Subsidiary of such Person which is a Domestic Subsidiary.

          "Wholly-Owned Foreign Subsidiary" shall mean, as to any Person, any
Wholly-Owned Subsidiary of such Person which is a Foreign Subsidiary.

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

                                      -91-

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

          "Written" (whether lower or upper case) or "in writing" shall mean any
form of written communication or a communication by means of telex, facsimile
device, telegraph or cable.

          SECTION 11. The Agents.
                      ----------

          11.01 APPOINTMENT. Each Bank hereby irrevocably designates and
appoints Chase as Administrative Agent of such Bank (such term to include for
purposes of this Section 11, Chase acting as Collateral Agent) to act as
specified herein and in the other Credit Documents, and each such Bank hereby
irrevocably authorizes Chase as the Administrative Agent to take such action on
its behalf under the provisions of this Agreement and the other Credit Documents
and to exercise such powers and perform such duties as are expressly delegated
to the Administrative Agent by the terms of this Agreement and the other Credit
Documents, together with such other powers as are reasonably incidental thereto.
The Administrative Agent agrees to act as such upon the express conditions
contained in this Section 11. Notwithstanding any provision to the contrary
elsewhere in this Agreement or in any other Credit Document, the Administrative
Agent shall not have any duties or responsibilities, except those expressly set
forth herein or in the other Credit Documents, or any fiduciary relationship
with any Bank, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into this Agreement or otherwise exist
against the Administrative Agent. The provisions of this Section 11 are solely
for the benefit of the Administrative Agent and the Banks, and neither the
Borrower nor any of its Subsidiaries shall have any rights as a third party
beneficiary of any of the provisions hereof. In performing its functions and
duties under this Agreement, the Administrative Agent shall act solely as agent
of the Banks and the Administrative Agent does not assume and shall not be
deemed to have assumed any obligation or relationship of agency or trust with or
for the Borrower or any of its Subsidiaries.

          11.02 DELEGATION OF DUTIES. The Administrative Agent may execute any
of its duties under this Agreement or any other Credit Document 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 except to the extent
otherwise required by Section 11.03.

          11.03 EXCULPATORY PROVISIONS. Neither the Administrative Agent nor any
of its officers, directors, employees, agents, attorneys-in-fact or affiliates
shall be (i) liable for any action lawfully taken or omitted to be taken by it
or such Person under or in connection with this Agreement or the other Credit
Documents (except for its or such Person's own gross negligence or willful
misconduct) or (ii) responsible in any manner to any of the Banks for any
recitals, statements, representations or warranties made by the Borrower, any of
its Subsidiaries or any of their respective officers contained in this Agreement
or the other Credit Documents, any other Document or in any certificate, report,
statement or other document referred to or provided for in, or received by the
Administrative Agent under or in connection with, this Agreement or any other
Document or for any failure of the Borrower or any of its Subsidiaries or any of
their respective

                                      -92-

officers to perform its obligations hereunder or thereunder. The Administrative
Agent shall not be under any obligation to any Bank to ascertain or to inquire
as to the observance or performance of any of the agreements contained in, or
conditions of, this Agreement or the other Documents, or to inspect the
properties, books or records of the Borrower or any of its Subsidiaries. The
Administrative Agent shall not be responsible to any Bank for the effectiveness,
genuineness, validity, enforceability, collectability or sufficiency of this
Agreement or any other Document or for any representations, warranties, recitals
or statements made herein or therein or made in any written or oral statement or
in any financial or other statements, instruments, reports, certificates or any
other documents in connection herewith or therewith furnished or made by the
Administrative Agent to the Banks or by or on behalf of the Borrower or any of
its Subsidiaries to the Administrative Agent or any Bank or be required to
ascertain or inquire as to the performance or observance of any of the terms,
conditions, provisions, covenants or agreements contained herein or therein or
as to the use of the proceeds of the Loans or of the existence or possible
existence of any Default or Event of Default.

          11.04 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, facsimile, telex or teletype message, statement, order or other
document or conversation believed by it to be genuine and correct and to have
been signed, sent or made by the proper Person or Persons and upon advice and
statements of legal counsel (including, without limitation, counsel to the
Borrower or any of its Subsidiaries), independent accountants and other experts
selected by the Administrative Agent. The Administrative Agent shall be fully
justified in failing or refusing to take any action under this Agreement or any
other Credit Document unless it shall first receive such advice or concurrence
of the Required Banks as it deems appropriate or it shall first be indemnified
to its satisfaction by the Banks against any and all liability and expense which
may be incurred by it by reason of taking or continuing to take any such action.
The Administrative Agent shall in all cases be fully protected in acting, or in
refraining from acting, under this Agreement and the other Credit Documents in
accordance with a request of the Required Banks, and such request and any action
taken or failure to act pursuant thereto shall be binding upon all the Banks.

          11.05 NOTICE OF DEFAULT. The Administrative Agent shall not be deemed
to have knowledge or notice of the occurrence of any Default or Event of Default
unless the Administrative Agent has actually received notice from a Bank or the
Borrower referring to this Agreement, describing such Default or Event of
Default and stating that such notice is a "notice of default." In the event that
the Administrative Agent receives such a notice, the Administrative Agent shall
give prompt notice thereof to the Banks. The Administrative Agent shall take
such action with respect to such Default or Event of Default as shall be
reasonably directed by the Required Banks; PROVIDED that, unless and until the
Administrative Agent shall have received such directions, the Administrative
Agent may (but shall not be obligated to) take such action, or refrain from
taking such action, with respect to such Default or Event of Default as it shall
deem advisable in the best interests of the Banks.

          11.06 NONRELIANCE ON ADMINISTRATIVE AGENT AND OTHER BANKS. Each Bank
expressly acknowledges that neither the Administrative Agent nor any of its
respective officers, directors, employees, agents, attorneys-in-fact or
affiliates have made any representations or warranties to it and that no act by
the Administrative Agent hereinafter taken, including any

                                      -93-

review of the affairs of the Borrower or any of its Subsidiaries, shall be
deemed to constitute any representation or warranty by the Administrative Agent
to any Bank. Each Bank represents to the Administrative Agent that it has,
independently and without reliance upon the Administrative Agent or any other
Bank, and based on such documents and information as it has deemed appropriate,
made its own appraisal of and investigation into the business, assets,
operations, property, financial and other condition, prospects and
creditworthiness of the Borrower and its Subsidiaries and made its own decision
to make its Loans hereunder and enter into this Agreement. Each Bank also
represents that it will, independently and without reliance upon the
Administrative Agent or any other Bank, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking action under
this Agreement, and to make such investigation as it deems necessary to inform
itself as to the business, assets, operations, property, financial and other
condition, prospects and creditworthiness of the Borrower and its Subsidiaries.
The Administrative Agent shall not have any duty or responsibility to provide
any Bank with any credit or other information concerning the business,
operations, assets, property, financial and other condition, prospects or
creditworthiness of the Borrower or any of its Subsidiaries which may come into
the possession of the Administrative Agent or any of its officers, directors,
employees, agents, attorneys-in-fact or affiliates.

          11.07 INDEMNIFICATION. The Banks agree to indemnify the Administrative
Agent in its capacity as such ratably according to their respective
"percentages" as used in determining the Required Banks at such time (with such
"percentages" to be determined as if there are no Defaulting Banks), from and
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, reasonable expenses or disbursements of any
kind whatsoever which may at any time (including, without limitation, at any
time following the payment of the Obligations) be imposed on, incurred by or
asserted against the Administrative Agent in its capacity as such in any way
relating to or arising out of this Agreement or any other Credit Document, or
any documents contemplated by or referred to herein or the transactions
contemplated hereby or any action taken or omitted to be taken by the
Administrative Agent under or in connection with any of the foregoing, but only
to the extent that any of the foregoing is not paid by the Borrower or any of
its Subsidiaries; PROVIDED that no Bank shall be liable to the Administrative
Agent for the payment of any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
resulting solely from the gross negligence or willful misconduct of the
Administrative Agent. To the extent any Bank would be required to indemnify the
Administrative Agent pursuant to the immediately preceding sentence but for the
fact that it is a Defaulting Bank, such Defaulting Bank shall not be entitled to
receive any portion of any payment or other distribution hereunder until each
other Bank shall have been reimbursed for the excess, if any, of the aggregate
amount paid by such Bank under this Section 11.07 over the aggregate amount such
Bank would have been obligated to pay had such first Bank not been a Defaulting
Bank. If any indemnity furnished to the Administrative Agent for any purpose
shall, in the opinion of the Administrative Agent be insufficient or become
impaired, the Administrative Agent may call for additional indemnity and cease,
or not commence, to do the acts indemnified against until such additional
indemnity is furnished. The agreements in this Section 11.07 shall survive the
payment of all Obligations.

          11.08 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

                                      -94-

business with the Borrower and its Subsidiaries as though the Administrative
Agent were not the Administrative Agent hereunder. With respect to the Loans
made by it and all Obligations owing to it, the Administrative Agent shall have
the same rights and powers under this Agreement as any Bank and may exercise the
same as though it were not the Administrative Agent and the terms "Bank" and
"Banks" shall include the Administrative Agent in its individual capacity.

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

          11.10 RESIGNATION OF THE ADMINISTRATIVE AGENT; SUCCESSOR
ADMINISTRATIVE AGENT. The Administrative Agent may resign as the Administrative
Agent upon 20 days' notice to the Banks. Upon the resignation of the
Administrative Agent, the Required Banks shall appoint from among the Banks a
successor Administrative Agent which is a bank or a trust company for the Banks
subject to prior approval by the Borrower (such approval not to be unreasonably
withheld), whereupon such successor agent shall succeed to the rights, powers
and duties of the Administrative Agent, and the term "Administrative Agent"
shall include such successor agent effective upon its appointment, and the
resigning Agent's rights, powers and duties as the Administrative Agent shall be
terminated, without any other or further act or deed on the part of such former
Administrative Agent or any of the parties to this Agreement. After the
resignation of the Administrative Agent hereunder, the provisions of this
Section 11 shall inure to its benefit as to any actions taken or omitted to be
taken by it while it was Administrative Agent under this Agreement.

          11.11 DOCUMENTATION AGENT, SYNDICATION AGENT AND CO-AGENTS. The
Documentation Agent and the Syndication Agent shall have no duties or
liabilities under the Credit Documents in such capacity.

          11.12 LETTER OF CREDIT ISSUER. The provisions of this Section 11 shall
apply to the Letter of Credit Issuer in its capacity as such, MUTATIS MUTANDIS.

          SECTION 12. Miscellaneous.
                      -------------

          12.01 PAYMENT OF EXPENSES, ETC. The Borrower agrees to: (i) whether or
not the transactions herein contemplated are consummated, pay all reasonable
out-of-pocket costs and expenses of each Agent (including, without limitation,
the reasonable fees and disbursements of Simpson Thacher & Bartlett and local
counsel) in connection with the negotiation, preparation, execution and delivery
of the Credit Documents and the documents and instruments referred to therein
and any amendment, waiver or consent relating thereto and requested by the
Borrower and in connection with the Agents' syndication efforts with respect to
this Agreement; (ii) pay all reasonable out-of-pocket costs and expenses of each
Agent and each of the Banks in connection with the enforcement of the Credit
Documents and the documents and instruments referred to

                                      -95-

therein and, after an Event of Default shall have occurred and be continuing,
the protection of the rights of each of the Agents and each of the Banks
thereunder (including, without limitation, the reasonable fees and disbursements
of counsel for the Agents and the Banks), PROVIDED that the Borrower shall be
obligated to pay the fees and disbursements of only one counsel to the Agents
and the Banks pursuant to this clause (ii) unless an Agent or Bank notifies the
Borrower that it reasonably believes that its legal position differs from the
other Agents or Banks or that it may be subject to different claims or defenses
than the other Agents and Banks, in which case the Borrower will also pay the
reasonable fees and disbursements of counsel (including in-house counsel) of
such Agent or Bank; (iii) pay and hold each of the Banks harmless from and
against any and all present and future stamp and other similar taxes with
respect to the foregoing matters and save each of the Banks harmless from and
against any and all liabilities with respect to or resulting from any delay or
omission (other than to the extent attributable to such Bank) to pay such taxes;
and (iv) indemnify each Agent and each Bank, their respective officers,
directors, trustees, employees, representatives and agents from and hold each of
them harmless against any and all losses, liabilities, claims, damages or
expenses incurred by any of them as a result of, or arising out of, or in any
way related to, or by reason of, (a) any investigation, litigation or other
proceeding (whether or not any Agent or any Bank is a party thereto) related to
the entering into and/or performance of this Agreement or any other Document or
the use of the proceeds of any Loans hereunder or the Transaction or the
consummation of any other transactions contemplated in any Document (but
excluding any such losses, liabilities, claims, damages or expenses to the
extent incurred by reason of the gross negligence or willful misconduct of the
Person to be indemnified), or (b) the actual or alleged presence of Hazardous
Materials in the air, surface water or groundwater or on the surface or
subsurface of any Real Property or any Environmental Claim, in each case,
including, without limitation, the reasonable fees and disbursements of counsel
and independent consultants incurred in connection with any such investigation,
litigation or other proceeding.

          12.02 RIGHT OF SETOFF. In addition to any rights now or hereafter
granted under applicable law or otherwise, and not by way of limitation of any
such rights, upon the occurrence of an Event of Default, each Agent and each
Bank is hereby authorized at any time or from time to time, without presentment,
demand, protest or other notice of any kind to the Borrower or any of its
Subsidiaries or to any other Person, any such notice being hereby expressly
waived, to set off and to appropriate and apply any and all deposits (general or
special) and any other Indebtedness at any time held or owing by such Agent or
such Bank (including, without limitation, by branches and agencies of such Agent
and such Bank wherever located) to or for the credit or the account of the
Borrower or any of its Subsidiaries against and on account of the Obligations
and liabilities of the Borrower or any of its Subsidiaries to such Agent or such
Bank under this Agreement or under any of the other Credit Documents, including,
without limitation, all interests in Obligations of the Borrower or any of its
Subsidiaries purchased by such Bank pursuant to Section 12.06(b), and all other
claims of any nature or description arising out of or connected with this
Agreement or any other Credit Document, irrespective of whether or not such Bank
shall have made any demand hereunder and although said Obligations, liabilities
or claims, or any of them, shall be contingent or unmatured. Notwithstanding
anything to the contrary contained in this Section 12.02, no Bank shall exercise
any such right of set-off without the prior consent of the Administrative Agent
or the Required Banks so long as the Obligations shall be secured by any Real
Property located in the State of California, it being understood and agreed,
however, that this sentence is for the sole benefit of the Banks and may be
amended, modified or

                                      -96-

waived in any respect by the Required Banks without the requirement of prior
notice to or consent by any Credit Party and does not constitute a waiver of any
rights against any Credit Party or against any Collateral.

          12.03 NOTICES. Except as otherwise expressly provided herein, all
notices and other communications provided for hereunder shall be in writing
(including telegraphic, telex, facsimile or cable communication) and mailed,
telegraphed, telexed, telecopied, cabled or delivered, if to any Credit Party,
at the address specified opposite its signature below or in the other relevant
Credit Documents, as the case may be; if to any Bank, at its address specified
for such Bank on Annex II; or, at such other address as shall be designated by
any party in a written notice to the other parties hereto. All such notices and
communications shall be mailed, telegraphed, telexed, telecopied or cabled or
sent by overnight courier, and shall be effective when received.

          12.04 BENEFIT OF AGREEMENT. (a) This Agreement shall be binding upon
and inure to the benefit of and be enforceable by the respective successors and
assigns of the parties hereto; PROVIDED, HOWEVER, the Borrower may not assign or
transfer any of its rights, obligations or interest hereunder or under any other
Credit Document without the prior written consent of all of the Banks and,
PROVIDED FURTHER, that, although any Bank may transfer, assign or grant
participations in its rights hereunder, such Bank shall remain a "Bank" for all
purposes hereunder (and may not transfer or assign all or any portion of its
Commitments hereunder except as provided in Section 12.04(b)) and the
transferee, assignee or participant, as the case may be, shall not constitute a
"Bank" hereunder and, PROVIDED FURTHER, that no Bank shall transfer or grant any
participation under which the participant shall have rights to approve any
amendment to or waiver of this Agreement or any other Credit Document except to
the extent such amendment or waiver would (i) extend the final scheduled
maturity of any Loan, Note or Letter of Credit (unless such Letter of Credit is
not extended beyond the Revolving Loan Maturity Date) in which such participant
is participating, or reduce the rate or extend the time of payment of interest
or Fees thereon (except in connection with a waiver of applicability of any
post-default increase in interest rates) or reduce the principal amount thereof,
or increase the amount of the participant's participation over the amount
thereof then in effect (it being understood that a waiver of any Default or
Event of Default or of a mandatory reduction in the Total Commitment shall not
constitute a change in the terms of such participation, and that an increase in
any Commitment or Loan shall be permitted without the consent of any participant
if the participant's participation is not increased as a result thereof), (ii)
consent to the assignment or transfer by the Borrower of any of its rights and
obligations under this Agreement or (iii) release all or substantially all of
the Collateral under all of the Security Documents (except as expressly provided
in the Credit Documents) supporting the Loans hereunder in which such
participant is participating. In the case of any such participation, the
participant shall not have any rights under this Agreement or any of the other
Credit Documents (the participant's rights against such Bank in respect of such
participation to be those set forth in the agreement executed by such Bank in
favor of the participant relating thereto) and all amounts payable by the
Borrower hereunder shall be determined as if such Bank had not sold such
participation.

          (b) Notwithstanding the foregoing, any Bank (or any Bank together with
one or more other Banks) may (x) assign all or a portion of its Revolving Credit
Commitment (and related outstanding Obligations hereunder) and/or its
outstanding Term Loans to its parent

                                      -97-

company and/or any affiliate of such Bank which is at least 50% owned by such
Bank or its parent company or to one or more other Banks or (y) assign all, or
if less than all, a portion equal to at least $5,000,000 (or at least $1,000,000
in the case of any assignment by Chase within fourteen Business Days of the
Initial Borrowing Date) in the aggregate for the assigning Bank or assigning
Banks, of such Revolving Credit Commitments and/or outstanding principal amount
of Term Loans hereunder to one or more Eligible Transferees, each of which
assignees shall become a party to this Agreement as a Bank by execution of an
Assignment and Assumption Agreement, PROVIDED that (i) at such time Annex I
shall be deemed modified to reflect the Commitments (and/or outstanding Term
Loans, as the case may be) of such new Bank and of the existing Banks, (ii) upon
surrender of the old Notes, new Notes will be issued, at the Borrower's expense,
to such new Bank and to the assigning Bank to the extent it is retaining any
Commitments or Loans, such new Notes to be in conformity with the requirements
of Section 1.05 (with appropriate modifications) to the extent needed to reflect
the revised Commitments (and/or outstanding Term Loans, as the case may be),
(iii) the consent of the Administrative Agent shall be required in connection
with any such assignment pursuant to clause (y) of this Section 12.04(b) (which
consent shall not be unreasonably withheld) and (iv) the Administrative Agent
shall receive at the time of each such assignment, from the assigning or
assignee Bank, the payment of a non-refundable assignment fee of $3,500 and,
PROVIDED FURTHER, that such transfer or assignment will not be effective until
recorded by the Administrative Agent on the Register pursuant to Section
12.04(c). To the extent of any assignment pursuant to this Section 12.04(b), the
assigning Bank shall be relieved of its obligations hereunder with respect to
its assigned Commitments and/or Loans but shall continue to be entitled to the
benefit of all indemnities hereunder with respect to matters arising out of the
prior involvement of such assignor as a Bank hereunder. At the time of each
assignment pursuant to this Section 12.04(b) to a Person which is not already a
Bank hereunder and which is not a United States person (as such term is defined
in Section 7701(a)(30) of the Code) for Federal income tax purposes, the
respective assignee Bank shall provide to the Borrower and the Administrative
Agent the appropriate Internal Revenue Service Forms (and, if applicable a
Section 4.04(b)(ii) Certificate) described in Section 4.04(b). To the extent
that an assignment of all or any portion of a Bank's Commitments and related
outstanding Obligations pursuant to Section 1.13 or this Section 12.04(b) would,
at the time of such assignment, result in increased costs under Section 1.10,
1.11, 2.05 or 4.04 from those being charged by the respective assigning Bank
prior to such assignment, then the Borrower shall not be obligated to pay such
increased costs (although the Borrower shall be obligated to pay any other
increased costs of the type described above resulting from changes after the
date of the respective assignment).

          (c) The Borrower hereby designates the Administrative Agent to serve
as the Borrower's agent, solely for purposes of this Section 12.04(c), to
maintain a register (the "Register") on which it will record the names and
addresses of the Banks and the Commitments from time to time of each of the
Banks, the Loans made by each of the Banks and each repayment in respect of the
principal amount of the Loans of each Bank. Failure to make any such
recordation, or any error in such recordation, shall not affect the Borrower's
obligations in respect of such Loans. With respect to any Bank, the transfer of
the Commitments of such Bank and the rights to the principal of, and interest
on, any Loan made pursuant to such Commitments shall not be effective until such
transfer is recorded on the Register maintained by the Administrative Agent with
respect to ownership of such Commitments and Loans and prior to such recordation
all amounts owing to the transferor with respect to such Commitments and Loans

                                      -98-

shall remain owing to the transferor. The registration of assignment or transfer
of all or part of any Commitments and Loans shall be recorded by the
Administrative Agent on the Register only upon the acceptance by the
Administrative Agent of a properly executed and delivered Assignment and
Assumption Agreement pursuant to Section 12.04(b). Coincident with the delivery
of such an Assignment and Assumption Agreement to the Administrative Agent for
acceptance and registration of assignment or transfer of all or part of a Loan,
or as soon thereafter as practicable, the assigning or transferor Bank shall
surrender the Note evidencing such Loan, and thereupon one or more new Notes in
the same aggregate principal amount shall be issued to the assigning or
transferor Bank and/or the new Bank. The Borrower agrees to indemnify the
Administrative Agent from and against any and all losses, claims, damages and
liabilities of whatsoever nature which may be imposed on, asserted against or
incurred by the Administrative Agent in performing its duties under this Section
12.04(c) except when caused by the gross negligence or willful misconduct of the
Administrative Agent.

          (d) Nothing in this Agreement shall prevent or prohibit any Bank from
pledging its Loans and Notes hereunder to a Federal Reserve Bank in support of
borrowings made by such Bank from such Federal Reserve Bank.

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

          12.06 PAYMENTS PRO RATA. (a) The Administrative Agent agrees that
promptly after its receipt of each payment from or on behalf of any Credit Party
in respect of any Obligations of such Credit Party, it shall, except as
otherwise provided in this Agreement, distribute such payment to the Banks
(other than any Bank that has consented in writing to waive its PRO RATA share
of such payment) PRO RATA based upon their respective shares, if any, of the
Obligations with respect to which such payment was received.

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

                                      -99-

by all of the Banks in such amount; PROVIDED that if all or any portion of such
excess amount is thereafter recovered from such Bank, such purchase shall be
rescinded and the purchase price restored to the extent of such recovery, but
without interest.

          12.07 CALCULATIONS; COMPUTATIONS. (a) The financial statements to be
furnished to the Banks pursuant hereto shall be made and prepared in accordance
with GAAP consistently applied throughout the periods involved (except as set
forth in the notes thereto or as otherwise disclosed in writing by the Borrower
to the Banks); PROVIDED that except as otherwise specifically provided herein,
all computations determining compliance with Sections 4.02 and 8, including
definitions used therein, shall utilize accounting principles and policies in
effect at the time of the preparation of, and in conformity with those used to
prepare, the FYE 1996 financial statements delivered to the Banks pursuant to
Section 7.01(c) except that such computations shall not in any event (i) give
effect to purchase accounting adjustments required or permitted by APB 16
(including non-cash write-ups and non-cash charges relating to inventory and
fixed assets, in each case arising in connection with the Borrower) and APB 17
(including non-cash charges relating to intangibles and goodwill arising in
connection with the Borrower) or (ii) give effect to any charges in connection
with accounting for the Recapitalization.

          (b) All computations of interest and Fees hereunder shall be made on
the actual number of days elapsed over a year of 360 days, PROVIDED that
interest on Base Rate Loans based on the Prime Rate shall be computed on the
actual number of days elapsed over a year of 365 or 366 days, as the case may
be.

          12.08 GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE. (a) THIS
AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE
GOVERNED BY THE LAW OF THE STATE OF NEW YORK. Any legal action or proceeding
with respect to this Agreement or any other Credit Document may be brought in
the courts of the State of New York or of the United States for the Southern
District of New York, and, by execution and delivery of this Agreement, each
Credit Party hereby irrevocably accepts for itself and in respect of its
property, generally and unconditionally, the jurisdiction of the aforesaid
courts. Each Credit Party hereby further irrevocably waives any claim that any
such courts lack jurisdiction over such Credit Party, and agrees not to plead or
claim, in any legal action or proceeding with respect to this Agreement or any
other Credit Document brought in any of the aforesaid courts, that any such
court lacks jurisdiction over such Credit Party. Each Credit Party irrevocably
consents to the service of process in any such action or proceeding by the
mailing of copies thereof by registered or certified mail, postage prepaid, to
such Credit Party, at its address for notices pursuant to Section 12.03, such
service to become effective 30 days after such mailing. Each Credit Party hereby
irrevocably waives any objection to such service of process and further
irrevocably waives and agrees not to plead or claim in any action or proceeding
commenced hereunder or under any other Credit Document that service of process
was in any way invalid or ineffective. Nothing herein shall affect the right of
any Agent, any Bank or the holder of any Note to serve process in any other
manner permitted by law or to commence legal proceedings or otherwise proceed
against any Credit Party in any other jurisdiction.

                                     -100-

          (b) Each Credit Party hereby irrevocably waives any objection which it
may now or hereafter have to the laying of venue of any of the aforesaid actions
or proceedings arising out of or in connection with this Agreement or any other
Credit Document brought in the courts referred to in clause (a) above and hereby
further irrevocably waives and agrees not to plead or claim in any such court
that any such action or proceeding brought in any such court has been brought in
an inconvenient forum.

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

          12.10 EFFECTIVENESS. This Agreement shall become effective on the date
(the "Effective Date") on which the Borrower, the Administrative Agent, the
Documentation Agent and each of the Banks shall have signed a counterpart hereof
(whether the same or different counterparts) and shall have delivered the same
to the Administrative Agent at the Notice Office or, in the case of the Banks,
shall have given to the Administrative Agent telephonic (confirmed in writing),
written, telex or facsimile notice (actually received) at such office that the
same has been signed and mailed to it. The Administrative Agent will give the
Borrower and each Bank prompt written notice of the occurrence of the Effective
Date.

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

          12.12 AMENDMENT OR WAIVER; ETC. (a) Neither this Agreement nor any
other Credit Document nor any terms hereof or thereof may be changed, waived,
discharged or terminated unless such change, waiver, discharge or termination is
in writing signed by the respective Credit Parties party thereto and the
Required Banks, PROVIDED that no such change, waiver, discharge or termination
shall, without the consent of each Bank (other than a Defaulting Bank) (with
Obligations being directly affected thereby in the case of the following clause
(i)), (i) extend the final scheduled maturity of any Loan or Note or extend the
stated maturity of any Letter of Credit beyond the Revolving Loan Maturity Date,
or reduce the rate or extend the time of payment of interest or Fees thereon, or
reduce the principal amount thereof, (ii) release all or substantially all of
the Collateral (except as expressly provided in the Security Documents) under
all the Security Documents, (iii) amend, modify or waive any provision of this
Section 12.12, (iv) reduce the percentage specified in the definition of
Required Banks (it being understood that, with the consent of the Required
Banks, additional extensions of credit pursuant to this Agreement may be
included in the determination of the Required Banks on substantially the same
basis as the extensions of Term Loans and Revolving Credit Commitments are
included on the Effective Date) or (v) consent to the assignment or transfer by
the Borrower of any of its rights and obligations under this Agreement; PROVIDED
FURTHER, that no such change, waiver, discharge or termination shall (u)
increase the Commitments of any Bank over the amount thereof then in effect
without the consent of such Bank (it being understood that waivers or
modifications of conditions precedent, covenants, Defaults or Events of Default
or of a mandatory reduction in the Total Commitment shall not constitute an
increase of the Commitment of any Bank, and that an increase

                                      -101-

in the available portion of any Commitment of any Bank shall not constitute an
increase in the Commitment of such Bank), (v) without the consent of Chase or
the Letter of Credit Issuer, as the case may be, amend, modify or waive any
provision of Section 2 or alter its rights or obligations with respect to
Letters of Credit or Swingline Loans, (w) without the consent of any Agent,
amend, modify or waive any provision of Section 11 as same applies to such Agent
or any other provision as same relates to the rights or obligations of such
Agent, (x) without the consent of the Collateral Agent, amend, modify or waive
any provision relating to the rights or obligations of the Collateral Agent, (y)
without the consent of the Majority Banks of each Facility which is being
allocated a lesser prepayment or commitment reduction as a result of the actions
described below, alter the required application of any prepayments (or
commitment reduction), as between the various Facilities pursuant to Section
4.01(a) and 4.02(B)(b) (although the Required Banks may waive, in whole or in
part, any such prepayment, repayment or commitment reduction so long as the
application, as amongst the various Facilities, of any such prepayment,
repayment or commitment reduction which is still required to be made is not
altered), (z) without the consent of the Majority Banks of the respective
Facility, amend the definition of Majority Banks or amend, modify or waive the
order of the application of any payment or prepayment or (aa) without the
consent of the Majority Banks of each Facility, amend, modify or waive any
Scheduled Repayment of any Facility (without extending the final scheduled
maturity thereof). A waiver or amendment to cure any Default or Event of Default
shall not be effective for purposes of Section 5.02 unless such waiver or
amendment has been consented to by the Majority Banks under the Revolving Credit
Facility.

          (b) If, in connection with any proposed change, waiver, discharge or
termination to any of the provisions of this Agreement as contemplated by clause
(a)(i) through (v), inclusive, of the first proviso to Section 12.12(a), the
consent of the Required Banks is obtained but the consent of one or more of such
other Banks whose consent is required is not obtained, then the Borrower shall
have the right, so long as all non-consenting banks whose individual consent is
required are treated as described in either clause (A) or (B) below, to either
(A) replace each such non-consenting Bank or Banks with one or more Replacement
Banks pursuant to Section 1.13 so long as at the time of such replacement, each
such Replacement Bank consents to the proposed change, waiver, discharge or
termination or (B) terminate such non-consenting Bank's Commitments and repay in
full its outstanding Loans, in accordance with Sections 3.02(b) and/or 4.01(b),
PROVIDED that, unless the Commitments terminated and Loans repaid pursuant to
preceding clause (B) are immediately replaced in full at such time through the
addition of new Banks or the increase of the Commitments and/or outstanding
Loans of existing Banks (who in each case must specifically consent thereto),
then in the case of any action pursuant to preceding clause (B) the Required
Banks (determined before giving effect to the proposed action) shall
specifically consent thereto, PROVIDED FURTHER, that the Borrower shall not have
the right to replace a Bank solely as a result of the exercise of such Bank's
rights (and the withholding of any required consent by such Bank) pursuant to
the second proviso to Section 12.12(a).

          12.13 SURVIVAL. All indemnities set forth herein including, without
limitation, in Section 1.10, 1.11, 2.05, 4.04, 11.07 or 12.01, shall survive the
execution and delivery of this Agreement and the making, repayment and
assignment of the Loans.

          12.14 DOMICILE OF LOANS. Each Bank may transfer and carry its Loans
at, to or for the account of any branch office, subsidiary or affiliate of such
Bank; PROVIDED, that the

                                      -102-

Borrower shall not be responsible for costs arising under Section 1.10, 1.11,
2.05 or 4.04 resulting from any such transfer (other than a transfer pursuant to
Section 1.12) to the extent such costs would not otherwise be applicable to such
Bank in the absence of such transfer.

          12.15 CONFIDENTIALITY. (a) Each of the Banks agrees that it will use
its reasonable efforts not to disclose without the prior consent of the Borrower
(other than to its employees, auditors, counsel or other professional advisors,
to affiliates or to another Bank if the Bank or such Bank's holding or parent
company in its sole discretion determines that any such party should have access
to such information) any information with respect to the Borrower or any of its
Subsidiaries which is furnished pursuant to this Agreement; PROVIDED, that any
Bank may disclose any such information (a) as has become generally available to
the public, (b) as may be required or appropriate in any report, statement or
testimony submitted to any municipal, state or Federal regulatory body having or
claiming to have jurisdiction over such Bank or to the Federal Reserve Board or
the Federal Deposit Insurance Corporation or similar organizations (whether in
the United States or elsewhere) or their successors or to the National
Association of Insurance Commissioners (to the extent necessary to receive the
benefits of any law or regulation governing such Bank's investments), (c) as may
be required or appropriate in response to any summons or subpoena or in
connection with any litigation, (d) to comply with any law, order, regulation or
ruling applicable to such Bank, (e) to the National Association of Insurance
Commissioners or any similar organization or any nationally recognized rating
agency that requires access to information about such Bank's investment
portfolio in connection with ratings issued with respect to such Bank, (f) to
any prospective transferee or participant in connection with any contemplated
assignment, grant of a participation or transfer of any of the Commitments
and/or Loans or any interest therein by such Bank and (g) any direct or indirect
counterparty with a Bank or its affiliate in a swap agreement with respect to
such Bank's Loans; PROVIDED, that, in the case of clauses (f) and (g), such
prospective transferee or contractual counterparty executes an agreement with
such Bank, for the benefit of such Bank and the Borrower, containing provisions
substantially identical to those contained in this Section.

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

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

          12.17 INTEGRATION. This Agreement and the other Credit Documents
represent the entire agreement of the Credit Parties, the Agents and the Banks
with respect to the subject matter hereof and thereof, and there are no
promises, undertakings, representations or warranties by any Credit Party, any
Agent or any Bank relative to subject matter hereof or thereof not expressly set
forth or referred to herein or in the other Credit Documents.

                                      -103-

          12.18 PRE-FUNDING ESCROW ARRANGEMENTS. The Borrower currently intends
that the Initial Borrowing Date occur on December 20, 1996, and currently
desires that the Banks make on the Initial Borrowing Date A Term Loans in an
aggregate principal amount equal to $75,000,000 and B Term Loans in an aggregate
principal amount equal to $75,000,000 (such aggregate amount of the Loans to be
made on the Initial Borrowing Date, the "Initial Loan Amount"). In order to
ensure that the Initial Loan Amount will be available at 10:00 a.m., New York
City time, on December 20, 1996, the Borrower (a) will deliver a Notice of
Borrowing (the "Pre-Funding Request") to the Administrative Agent not later than
12:00 noon, New York City time, on December 18, 1996, and (b) desires that the
Banks, pursuant to the Pre-Funding Request, transfer an amount equal to the
Initial Loan Amount (such amount, the "Delivered Funds") to the account of the
Administrative Agent specified in Annex II (such account, solely for the
purposes of this Section 12.18, the "Escrow Account") on December 19, 1996. The
following agreements and understandings will apply with respect to (a) the
arrangements for the availability of funds to enable the funding by the Banks of
the Initial Loan Amount upon the satisfaction of the conditions precedent set
forth in Section 5 of this Agreement (the "CLOSING") and (b) the release of the
Delivered Funds as the Initial Loan Amount upon the Closing:

          (i)   The Administrative Agent, on behalf of the Banks, shall have
     sole and exclusive dominion over and control of the Escrow Account and all
     property from time to time deposited therein.

          (ii)  Upon receipt from the Borrower of the Pre-Funding Request on
     December 18, 1996, the Administrative Agent will provide notice to each
     Bank, in the manner that would be applicable to a Notice of Borrowing under
     Section 1.03, that such Bank should make available to the Administrative
     Agent not later than 2:00 p.m., New York City time, on December 19, 1996,
     such Bank's pro rata portion of the Delivered Funds, as such pro rata
     portion may be determined by the Administrative Agent pursuant to the
     respective Commitments of the Banks as set forth in Annex I. Each Bank
     shall make its pro rata portion of the Delivered Funds available to the
     Administrative Agent by wire transfer of immediately available funds to the
     Escrow Account.

          (iii) Notwithstanding anything in this Agreement or any other document
     to the contrary, (A) the Administrative Agent shall hold the Delivered
     Funds for the account of the Banks pending release of the Delivered Funds
     pursuant to paragraph (v) below and (B) the Borrower shall have no right,
     title or interest in or to the Delivered Funds pending such release. To the
     extent that the Administrative Agent has any interest in the Delivered
     Funds, the Administrative Agent hereby grants a Lien on such interest to
     the Collateral Agent for the benefit of the Banks. The Administrative Agent
     shall use its reasonable efforts to invest (in any of (1) a time deposit
     with the Nassau, Bahamas, branch of The Chase Manhattan Bank, (2) United
     States government repurchase obligations or (3) commercial paper issued by
     The Chase Manhattan Bank, as determined by the Administrative Agent) such
     of the Delivered Funds as are on deposit in the Escrow Account at 2:00
     p.m., New York City time, on December 19, 1996. All earnings on the
     Delivered Funds (the "Investment Earnings") shall be paid into the Escrow
     Account. The Administrative Agent shall not be liable to any Person for any
     loss suffered in connection with any investment of funds made by it in
     accordance with this Section 12.18.

                                      -104-

          (iv)  The Borrower shall reimburse each Bank for its cost of delivery
     of the Delivered Funds to the Administrative Agent. Such reimbursement
     shall, as to each Bank, be equal to the product of (A) such Bank's pro rata
     portion (determined as set forth above) of the Delivered Funds TIMES (B) a
     percentage equal to the Base Rate plus the margin that would be applicable
     to such Bank's Base Rate Loans as of the Initial Borrowing Date MULTIPLIED
     BY (C) a fraction the numerator of which is the actual number of days
     elapsed from December 19, 1996, to the date such Delivered Funds are
     released pursuant to paragraph (v) below and the denominator of which is
     365. Such reimbursement in respect of the Delivered Funds shall be paid by
     the Borrower to the Administrative Agent on behalf of the Banks on the
     first date to occur after the Initial Borrowing Date on which an interest
     payment shall be due and payable pursuant to the terms of this Agreement;
     PROVIDED, HOWEVER, that if the Delivered Funds are released to the Banks
     (and not to the Borrower) pursuant to paragraph (v) below, such
     reimbursement amount shall be payable by the Borrower immediately upon
     release of the Delivered Funds.

          (v)   Upon the occurrence of the Closing on December 20, 1996, the
     Administrative Agent is authorized to release to and thereby make available
     to the Borrower (A) the Delivered Funds as the Initial Loan Amount and (B)
     all Investment Earnings. If the Closing has not occurred by 11:59 p.m., New
     York City time, on December 20, 1996, the Delivered Funds shall be
     immediately released to the Administrative Agent for distribution to the
     Banks on December 21, 1996, and all Investment Earnings shall be released
     to the Administrative Agent to the extent necessary to offset amounts
     payable by the Borrower to the Banks.

          (vi)  In order to induce the Administrative Agent to act under this
     Section 12.18, the Borrower, the Administrative Agent and the Banks agree
     that:

             (A) The duties and obligations of the Administrative Agent under
        this Section 12.18 are those herein specifically provided and no other.
        The Administrative Agent shall not incur any liability whatsoever other
        than for its own wilful misconduct or gross negligence.

             (B) The Administrative Agent shall not have any responsibility for
        the genuineness or validity of any document or other material presented
        to or deposited with it pursuant to this Section 12.18, nor any
        liability for any action taken, suffered or omitted in accordance with
        any written instructions or certificates given to it hereunder and
        believed by it to be signed by the proper party or parties pursuant to
        this Section 12.18.

             (C) In the event that the Administrative Agent shall be uncertain
        as to its duties or rights hereunder or shall receive instructions,
        claims or demands from any party hereto that, in its opinion, conflict
        with any of the provisions under this Section 12.18, the Administrative
        Agent shall be entitled to refrain from taking any action and its sole
        obligation shall be to keep safely all property held in escrow until it
        shall be directed otherwise in writing by all the other parties hereto
        or by a final order or judgment of a court of competent jurisdiction.

                                      -105-

             (D) The Administrative Agent shall not be bound by any
        modification, amendment, termination, cancellation, rescission or
        supersession of this Section 12.18 unless the same shall be in writing
        and signed by all the other parties hereto, and, if its rights, duties
        or immunities as Administrative Agent are affected thereby, unless it
        shall have given its prior written consent thereto.

             (E) This Section 12.18 sets forth exclusively the duties of the
        Administrative Agent with respect to any and all matters pertinent to
        this Section 12.18 and no implied duties or obligations shall be read
        into this Section 12.18 against the Administrative Agent.

                                      -106-

          IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Agreement as of the date first
above written.

                                            SAFELITE GLASS CORP.
                                            By: /s/ DOUGLAS A. HERRON
                                               --------------------------------
                                               Title:  Chief Financial Officer

                                            Address for Notices:

                                            Safelite Glass Corp.
                                            1105 Schrock Road
                                            Columbus, OH  43229

                                            Facsimile No.: (614) 842-3321
                                            Attn: Douglas A. Herron

                                      -107-

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

                                            By: /s/ WILLIAM J. CAGGIANO
                                               --------------------------------
                                               Title:  Managing Director

                                     -108-

                                            BANKERS TRUST COMPANY, as
                                            Syndication Agent and as a Bank

                                            By: /s/ GINA S. THOMPSON
                                               --------------------------------
                                               Title: Vice President

                                      -109-

                                            GOLDMAN SACHS CREDIT PARTNERS L.P.,
                                            as Documentation Agent and as a Bank

                                            By: /s/ EDWARD FORST
                                                --------------------------------
                                               Title: Authorized Signatory

                                      -110-

                                            ALLSTATE INSURANCE COMPANY

                                            By: /s/ CHARLES D. MIRES
                                               --------------------------------
                                               Title: Authorized Signatory

                                            By: /s/ STEVEN M. LAUDE
                                               --------------------------------
                                               Title: Authorized Signatory

                                      -111-

                                            THE FIRST NATIONAL BANK OF BOSTON

                                            By: /s/ KIMBERLY F. HARRIS
                                               --------------------------------
                                               Title: Vice President

                                      -112-

                                            THE BANK OF NEW YORK

                                            By: /s/ WILLIAM BARNUM
                                               --------------------------------
                                               Title: Vice President

                                      -113-

                                            THE BANK OF NOVA SCOTIA

                                            By: /s/ MICHAEL R. BRADLEY
                                               --------------------------------
                                               Title: Authorized Signatory

                                      -114-

                                            BANK ONE, COLUMBUS, NA

                                            By: /s/ THOMAS IGOE
                                               --------------------------------
                                               Title: Senior Vice President

                                      -115-

                                           CREDITANSTALT CORPORATE FINANCE, INC.

                                           By: /s/ CHRISTINA T. SCHOEN
                                               --------------------------------
                                               Christina T. Schoen
                                               Title: Vice President

                                           By: /s/ CATHERINE K. MACDONALD
                                               --------------------------------
                                               Catherine K. MacDonald
                                               Title: Senior Associate

                                      -116-

                                           PRIME INCOME TRUST

                                           By: /s/  HOWARD SCHLOSS
                                               --------------------------------
                                              Title:  Senior Vice President

                                      -117-

                                           FIRST UNION NATIONAL BANK OF NORTH 
                                           CAROLINA

                                           By: /s/ JORGE GONZALES
                                               --------------------------------
                                              Title: Senior Vice President

                                      -118-

                                           FLEET NATIONAL BANK

                                           By: /s/ JAMES C. SILVA
                                               --------------------------------
                                              Title:  Assistant Vice President

                                      -119-

                                           NEW YORK LIFE INSURANCE COMPANY

                                           By: /s/ STEVEN M. BENEVENTO
                                               --------------------------------
                                              Title: Assistant Vice President

                                      -120-

                                           OAK HILL SECURITIES FUND, L.P.

                                           By: Oak Hill Securities GenPar, L.P.
                                               its General Partner

                                           By: Oak Hill Securities MGP, Inc.,
                                               its General Partner

                                           By: /s/ SCOTT D. KRASE
                                               --------------------------------
                                               Scott D. Krase
                                               Title: Vice President

                                      -121-

                                           PILGRIM AMERICA PRIME RATE TRUST

                                           By: /s/ HOWARD TIFFEN
                                               --------------------------------
                                               Howard Tiffen
                                               Title:  Senior Vice President

                                      -122-

                                           PNC BANK, NATIONAL ASSOCIATION

                                           By: /s/ MARK J. WILLIAMS
                                               --------------------------------
                                              Title: Vice President

                                      -123-

                                           THE TRAVELERS INSURANCE COMPANY

                                           By: /s/ ROBERT M. MILLS
                                               --------------------------------
                                               Robert M. Mills
                                               Title:  Investment Officer

                                      -124-

                                           CRESCEN T/MACH I PARTNERS, L.P.

                                           BY: TCW ASSET MANAGEMENT COMPANY,
                                               Its Investment Manager

                                           By: /s/ JUSTIN DRISCOLL
                                               --------------------------------
                                               Justin Driscoll  
                                               Title: Vice President

                                      -125-

                                           KZH HOLDING CORPORATION

                                           By: /s/ ROBERT GOODWIN
                                               --------------------------------
                                              Title: Authorized Agent

                                      -126-

                                           VAN KAMPEN AMERICAN CAPITAL PRIME
                                           RATE INCOME TRUST

                                           By: /s/ KATHLEEN A. ZARNE
                                               --------------------------------
                                               Kathleen A. Zarne  
                                               Title: Vice President

                                      -127- 

Basic Info X:

Name: CREDIT AGREEMENT
Type: Credit Agreement
Date: Feb. 18, 1997
Company: SAFELITE GLASS CORP
State: Delaware

Other info:

Date:

  • last Business Day
  • last day of the
  • December 31 , 1996
  • June , 2000
  • September , 2000
  • June , 2001
  • September , 2001
  • March , 2002
  • June , 2002
  • September , 2002
  • September , 1998
  • December , 1998
  • March , 1999
  • June , 1999
  • September , 1999
  • December , 1999
  • March , 2000
  • December , 2000
  • March , 2001
  • December , 2001
  • March , 2003
  • June , 2003
  • September , 2003
  • December , 2003
  • March , 2004
  • June , 2004
  • September , 2004
  • August 31 , 1996
  • December 13 , 1996
  • last day of any fiscal quarter
  • September 28 , 1996
  • Sunday
  • November 1996
  • fourth fiscal quarter
  • Saturday
  • November 8 , 1996
  • December 18 , 1996
  • December 19 , 1996
  • December 20 , 1996
  • December 21 , 1996

Organization:

  • Mandatory Adjustments of Commitments
  • Notice of Borrowing EXHIBIT A-2 Form of Letter of Credit Request EXHIBIT
  • Opinion of Hutchins , Wheeler & Dittmar EXHIBIT E Form of Officers
  • GOLDMAN SACHS CREDIT PARTNERS L.P.
  • Terms of Credit
  • Borrowing of Eurodollar Loans
  • Notice of Borrowing or Notice of Conversion
  • 2. Letters of Credit
  • Existing Letters of Credit
  • Existing Letter of Credit
  • Defaulting Bank or Banks
  • Administrative Agent of the Letter of Credit or Letters of Credit
  • Aggregate Unutilized Commitment of such Bank
  • Applicable Eurodollar Margin
  • Total Unutilized Revolving Credit Commitment
  • The Total Commitment
  • Excess Cash Payment Date
  • Minimum Borrowing Amount
  • Borrower U.S. Internal Revenue Service
  • Internal Revenue Service Forms
  • Certificate of Incorporation
  • Murray , Devine & Co
  • Pro Forma Balance Sheet ; Minimum Ebitda
  • Credit Party of the Documents
  • Security Agreement Collateral
  • SGC Franchising Corp.
  • National Labor Relations Board
  • Deloitte & Touche LLP
  • Excess Cash Flow Period
  • Material Adverse Effect
  • Additional Security Documents
  • Real Estate Appraisal Reform Amendments of the Financial Institution Reform
  • Capitalized Lease Obligations
  • Borrower Common Stock and Additional Permitted Preferred Stock
  • Borrower Common Stock or Additional Permitted Preferred Stock
  • Net Cash Proceeds of Asset Sales
  • Borrower Preferred Stock and Additional Permitted Preferred Stock
  • Event of Default
  • Change of Control Event
  • Lite Acquisition Corp.
  • Chase Securities Inc.
  • Total B Term Loan Commitment
  • Borrower of Borrower Common Stock
  • Confidential Information Memorandum
  • Board of Directors of the Borrower
  • Consolidated Net Income
  • Federal Reserve Bank of New York
  • Federal Funds Effective Rate
  • European Economic Community
  • Interest Rate Protection Agreements and Other Hedging Agreements
  • Consolidated Interest Expense
  • Margin Reduction Period
  • Interest Reduction Discount
  • Lear Siegler Holdings Corp.
  • Chase Manhattan Bank Delaware
  • Moody 's Investors Service
  • Pension Benefit Guaranty Corporation
  • Plan of Merger and Stock Purchase Agreement
  • Board of Governors of the Federal Reserve System
  • Swingline Loans and Letter of Credit Outstandings
  • Swingline Loans and Letters of Credit
  • Securities and Exchange Commission
  • Standard & Poor 's Corporation Ratings Services
  • Revolving Credit Commitments of Defaulting Banks
  • the Total Revolving Credit Commitment
  • Revolving Loan Maturity Date
  • Total Term Loan Commitment
  • Senior Subordinated Note Documents
  • Statement of Financial Accounting Standards No
  • Letter of Credit Issuer
  • Simpson Thacher & Bartlett
  • Commitments of such Bank
  • Southern District of New York
  • Commitment of any Bank
  • Revolving Credit Facility
  • Bank 's Commitments
  • Federal Reserve Board
  • Federal Deposit Insurance Corporation
  • National Association of Insurance Commissioners
  • The Chase Manhattan Bank
  • Initial Borrowing Date
  • Safelite Glass Corp.
  • Oak Hill Securities GenPar
  • Oak Hill Securities MGP , Inc.

Location:

  • U.S.
  • A.M.
  • Canada
  • Japan
  • Massachusetts
  • Delaware
  • Park Avenue
  • I.E.
  • United States of America
  • State of California
  • PRO RATA
  • Nassau
  • Bahamas
  • New York City
  • MANHATTAN
  • BOSTON
  • COLUMBUS
  • L.P.

Money:

  • $ 20,000,000
  • $ 6,250,000
  • $ 187,500
  • $ 8,953,125
  • $ 114,500,000
  • $ 25,000,000
  • $ 39,200,000
  • $ 43,000,000
  • $ 250,000
  • $ 100,000,000
  • $ 10,000,000
  • $ 7,500,000
  • $ 750,000
  • $ 1,500,000
  • $ 125,000
  • $ 13,500,000 FYE 2001 $ 14,000,000 FYE 2002 $ 14,500,000 FYE 2003 $ 15,000,000 FYE 2004 $ 15,500,000
  • $ 39,000,000 FQE2 1997 $ 40,000,000 FQE3 1997 $ 40,000,000 FYE 1997 $ 42,000,000 FQE1 1998 $ 42,000,000 FQE2 1998 $ 42,000,000 FQE3 1998 $ 42,000,000 FYE 1998 $ 45,000,000 FQE1 1999 $ 45,000,000 FQE2 1999 $ 45,000,000 FQE3 1999 $ 45,000,000 FYE 1999 $ 52,000,000 FQE1 2000 $ 52,000,000 FQE2 2000 $ 52,000,000 FQE3 2000 $ 52,000,000 FYE 2000 $ 58,000,000
  • $ 58,000,000 FQE2 2001 $ 58,000,000 FQE3 2001 $ 58,000,000 FYE 2001 $ 65,000,000 FQE1 2002 $ 65,000,000
  • $ 65,000,000 FQE3 2002 $ 65,000,000 FYE 2002 $ 70,000,000 FQE1 2003 $ 70,000,000
  • $ 70,000,000 FQE3 2003 $ 70,000,000 FYE 2003 $ 75,000,000 FQE1 2004 $ 75,000,000 FQE2 2004 $ 75,000,000 FQE3 2004 $ 75,000,000 FYE 2004 $ 80,000,000
  • $ 1,100,000
  • $ 5,845,000
  • $ 3,000,000
  • $ 500,000
  • $ 50,000
  • $ 17,000,000
  • $ 298,800,000
  • $ 7,000,000
  • $ 5,000,000
  • $ 1,000,000
  • $ 3,500

Person:

  • Hutchins
  • Lien
  • Thomas H. Lee Company
  • Lear Siegler
  • Schrock
  • Douglas A. Herron
  • WILLIAM J. CAGGIANO
  • GINA S. THOMPSON
  • EDWARD FORST
  • CHARLES D. MIRES
  • STEVEN M. LAUDE
  • KIMBERLY F. HARRIS
  • WILLIAM BARNUM
  • MICHAEL R. BRADLEY
  • THOMAS IGOE
  • Christina T. Schoen
  • Catherine K. MacDonald
  • HOWARD SCHLOSS
  • JORGE GONZALES
  • JAMES C. SILVA
  • Scott D. Krase
  • Howard Tiffen
  • MARK J. WILLIAMS
  • Robert M. Mills
  • Justin Driscoll
  • ROBERT GOODWIN
  • Kathleen A. Zarne

Time:

  • 1:00 P.M.
  • 3:00 P.M.
  • 10:00 a.m.
  • 2:00 p.m.
  • 11:59 p.m.

Percent:

  • 2 %
  • 70 %
  • 125 %
  • 10 %
  • 1.50 %
  • 2.00 %
  • 2.50 %
  • 3.00 %
  • 51 %
  • 20 %
  • 30 %
  • 0.00 %
  • .25 %
  • .75 %
  • 1.00 %
  • 66-23 %
  • 100 %