INTERCREDITOR AGREEMENT



                  INTERCREDITOR AGREEMENT dated as of March 27, 2003 by and

among (i) the lenders identified on the signature pages hereof as revolving

credit lenders (such revolving credit lenders, together with successor revolving

credit lenders under the Revolving Credit (as defined below), are referred to

hereinafter each individually as a "Revolver Lender" and collectively as the

"Revolver Lenders"), and BANK ONE, NA, a national banking association having its

principal office in Chicago, Illinois ("Bank One"), as administrative agent and

collateral agent for the Revolver Lenders (Bank One, NA, in such capacity, and

any successor agent in such capacity, the "Revolver Agent"), (ii) the lenders

identified on the signature pages hereof as bank term lenders (such bank term

lenders, together with successor lenders of the Bank Term Loans (as defined

below), are referred to hereinafter each individually as a "Bank Term Lender"

and collectively as the "Bank Term Lenders"), and BANK ONE, NA, a national

banking association having its principal office in Chicago, Illinois, as

administrative agent and collateral agent for the Bank Term Lenders (Bank One,

NA, in such capacity, and any successor agent in such capacity, the "Bank Term

Agent"), (iii) the institutional investors identified on the signature pages

hereof as institutional investors (such institutional investors, together with

successor holders of the Institutional Investor Notes (as defined below), are

referred to hereinafter each individually as an "Institutional Investor" and

collectively as the "Institutional Investors"), and U.S. Bank National

Association, as collateral agent for the Institutional Investors (US Bank, in

such capacity, and any successor agent in such capacity, the "Collateral

Agent"). The Revolving Lenders, the Bank Term Lenders and the Institutional

Investors are referred to collectively as the "Secured Parties" and individually

as a "Secured Party". The Revolver Agent, the Bank Term Agent and the Collateral

Agent are referred to collectively as the "Agents" and each individually as an

"Agent".



         In consideration of the mutual agreements herein contained and other

good and valuable consideration, the receipt and sufficiency of which is hereby

acknowledged, the parties hereto agree as follows:



         SECTION 1.  RECITALS



         Section 1.1. Bank Loan Agreement; Revolving Credit. Pursuant to that

certain Loan and Security Agreement of even date among the Obligors, the

Revolver Lenders, the Bank Term Lenders and Bank One, in its capacity as the

Revolver Agent and the Bank Term Agent (such agreement as hereafter amended,

supplemented, restated or modified from time to time in compliance with Section

6.2 hereof, the "Bank Loan Agreement"), the Revolver Lenders have agreed,

severally and not jointly, subject to the terms and conditions set forth

therein, to establish in favor of the Borrowers a revolving line of credit to

fund ongoing working capital needs of the Obligors (the "Revolving Credit"), and

to make loans to the Borrowers under the Revolving Credit and to issue letters

of credit (collectively, the "Revolver Loans"), all as set forth in the Bank

Loan Agreement, such Revolving Loans to be evidenced by the promissory notes of

the Borrowers (such notes, as hereafter amended, supplemented, restated or

modified from time to time in compliance with Section 6.2 hereof, the "Revolver

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