Exhibit 10.12


                           AMENDED AND RESTATED CREDIT
                                    AGREEMENT


                          dated as of February 4, 2004


                                      among


                             JOHN H. HARLAND COMPANY
                                   as Borrower


                   THE LENDERS FROM TIME TO TIME PARTY HERETO


                                       and


                                  SUNTRUST BANK
                             as Administrative Agent


=======================================================================
                       WACHOVIA BANK, NATIONAL ASSOCIATION
                            as a Co-Syndication Agent

                                    U.S. BANK
                             As Co-Syndication Agent

                              BANK OF AMERICA, N.A.
                           as a Co-Documentation Agent

                                  BNP PARIBAS,
                           as a Co-Documentation Agent

    SUNTRUST ROBINSON HUMPHREY, a division of SUNTRUST CAPITAL MARKETS, INC.,
                     as Joint Lead Arranger and Book Manager

                         WACHOVIA CAPITAL MARKETS, LLC,
                             as Joint Lead Arranger

<PAGE>


<TABLE>
<CAPTION>

         TABLE OF CONTENTS


<S>      <C>          <C>                                                                              <C>
ARTICLE I             DEFINITIONS; CONSTRUCTION..........................................................1
         Section 1.1.       Definitions..................................................................1
         Section 1.2.       Classifications of Loans and Borrowings.....................................20
         Section 1.3.       Accounting Terms and Determination..........................................20
         Section 1.4.       Terms Generally.............................................................20
         Section 1.5.       Acknowledgement of Existing Obligations and Restatement Thereof.............21
         Section 1.6.       Interrelationship with the Existing Credit Agreement........................22
         Section 1.7.       True-Up Adjustment..........................................................22

ARTICLE II            AMOUNT AND TERMS OF THE COMMITMENTS...............................................23
         Section 2.1.       General Description of Facilities...........................................23
         Section 2.2.       Commitments.................................................................23
         Section 2.3.       Procedure for Revolving Borrowings..........................................24
         Section 2.4.       Swingline Commitment........................................................24
         Section 2.5.       Procedure for Swingline Borrowing; Etc......................................24
         Section 2.6.       Funding of Borrowings.......................................................26
         Section 2.7.       Interest Elections..........................................................27
         Section 2.8.       Optional Reduction and Termination of Commitments...........................28
         Section 2.9.       Repayment of Loans..........................................................28
         Section 2.10.      Evidence of Indebtedness....................................................28
         Section 2.11.      Optional Prepayments........................................................29
         Section 2.12.      Interest on Loans...........................................................30
         Section 2.13.      Fees........................................................................30
         Section 2.14.      Computation of Interest and Fees............................................31
         Section 2.15.      Inability to Determine Interest Rates.......................................31
         Section 2.16.      Illegality..................................................................32
         Section 2.17.      Increased Costs.............................................................32
         Section 2.18.      Funding Indemnity...........................................................34
         Section 2.19.      Taxes.......................................................................34
         Section 2.20.      Payments Generally; Pro Rata Treatment; Sharing of Set-offs.................35
         Section 2.21.      Mitigation of Obligations...................................................37
         Section 2.22.      Letters of Credit...........................................................37

ARTICLE III           CONDITIONS PRECEDENT TO LOANS AND LETTERS OF CREDIT...............................42
         Section 3.1.       Conditions To Effectiveness.................................................42
         Section 3.2.       Each Credit Event...........................................................43
         Section 3.3.       Delivery of Documents.......................................................44

ARTICLE IV            REPRESENTATIONS AND WARRANTIES....................................................44
         Section 4.1.       Existence; Power............................................................44
         Section 4.2.       Organizational Power; Authorization.........................................44
         Section 4.3.       Governmental Approvals; No Conflicts........................................44
         Section 4.4.       Financial Statements........................................................45



         Section 4.5.       Litigation and Environmental Matters........................................45
         Section 4.6.       Compliance with Laws and Agreements.........................................46
         Section 4.7.       Investment Company Act, Etc.................................................46
         Section 4.8.       Taxes.......................................................................46
         Section 4.9.       Margin Regulations..........................................................46
         Section 4.10.      ERISA.......................................................................46
         Section 4.11.      Ownership of Property.......................................................46
         Section 4.12.      Disclosure..................................................................47
         Section 4.13.      Labor Relations.............................................................47
         Section 4.14.      Subsidiaries................................................................47
         Section 4.15.      Indebtedness; Investments and Liens.........................................47

ARTICLE V             AFFIRMATIVE COVENANTS.............................................................48
         Section 5.1.       Financial Statements and Other Information..................................48
         Section 5.2.       Notices of Material Events..................................................49
         Section 5.3.       Existence; Conduct of Business..............................................50
         Section 5.4.       Compliance with Laws, Etc...................................................50
         Section 5.5.       Payment of Tax and Other Liabilities........................................50
         Section 5.6.       Books and Records...........................................................50
         Section 5.7.       Visitation, Inspection, Etc.................................................50
         Section 5.8.       Maintenance of Properties; Insurance........................................51
         Section 5.9.       Use of Proceeds; Margin Regulations and Letters of Credit...................51
         Section 5.10.      Subsidiary Guarantees; Releases.............................................51

ARTICLE VI            FINANCIAL COVENANTS...............................................................52
         Section 6.1.       Leverage Ratio..............................................................52
         Section 6.2.       Fixed Charge Coverage Ratio.................................................52
         Section 6.3.       Consolidated Net Worth......................................................52

ARTICLE  VII          NEGATIVE COVENANTS................................................................52
         Section 7.1.       Subsidiary Indebtedness.....................................................52
         Section 7.2.       Negative Pledge.............................................................53
         Section 7.3.       Fundamental Changes.........................................................54
         Section 7.4.       Investments, Loans, Acquisitions, Etc.......................................55
         Section 7.5.       Restricted Payments.........................................................56
         Section 7.6.       Sale of Assets..............................................................56
         Section 7.7.       Transactions with Affiliates................................................57
         Section 7.8.       Restrictive Agreements......................................................57
         Section 7.10.      Hedging Agreements..........................................................57
         Section 7.11.      Amendment to Material Documents.............................................57
         Section 7.12.      Accounting Changes..........................................................58
         Section 7.13.      Limitation on Securitization Undertakings of Borrower and Restricted
                            Subsidiaries................................................................58

ARTICLE VIII          EVENTS OF DEFAULT.................................................................58
         Section 8.1.       Events of Default...........................................................58



ARTICLE IX            THE ADMINISTRATIVE AGENT..........................................................61
         Section 9.1.       Appointment of Administrative Agent.........................................61
         Section 9.2.       Nature of Duties of Administrative Agent....................................61
         Section 9.3.       Lack of Reliance on the Administrative Agent................................62
         Section 9.4.       Certain Rights of the Administrative Agent..................................62
         Section 9.5.       Reliance by Administrative Agent............................................63
         Section 9.6.       The Administrative Agent in its Individual Capacity.........................63
         Section 9.7.       Successor Administrative Agent..............................................63

ARTICLE X             MISCELLANEOUS.....................................................................64
         Section 10.1.      Notices.....................................................................64
         Section 10.2.      Waiver; Amendments..........................................................65
         Section 10.3.      Expenses; Indemnification; Waivers..........................................66
         Section 10.4.      Successors and Assigns......................................................68
         Section 10.5.      Governing Law; Jurisdiction; Consent to Service of Process..................70
         Section 10.6.      WAIVER OF JURY TRIAL........................................................71
         Section 10.7.      Right of Setoff.............................................................71
         Section 10.8.      Counterparts; Integration...................................................71
         Section 10.9.      Survival....................................................................72
         Section 10.10.     Severability................................................................72
         Section 10.11.     Confidentiality.............................................................72
         Section 10.12.     Interest Rate Limitation....................................................73
         Section 10.13.     No Duties Imposed Upon Syndication Agent or Documentation Agent.............73



Annex and Schedules

         Annex I           -        True-Up Adjustment
         Schedule I                 -       Applicable Margin and Applicable Percentage
         Schedule 4.5               -       Environmental Matters
         Schedule 4.14              -       Subsidiaries
         Schedule 7.1               -       Outstanding Indebtedness
         Schedule 7.2               -       Existing Liens
         Schedule 7.4               -       Existing Investments


Exhibits

         Exhibit A                  -       Form of Revolving Credit Note
         Exhibit B                  -       Form of Swingline Note
         Exhibit C                          Form of Term Note
         Exhibit D                  -       Form of Assignment and Acceptance
         Exhibit E                  -       Form of Subsidiary Guarantee Agreement
         Exhibit F                  -       Form of Indemnity, Subrogation and Contribution Agreement
         Exhibit G                  -       Form of Legal Opinion for counsel to Borrower



         Exhibit 2.3                -       Notice of Revolving Borrowing
         Exhibit 2.5                -       Notice of Swingline Borrowing
         Exhibit 2.7                -       Form of Continuation/Conversion
         Exhibit 3.1(b)(iv)         -       Form of Secretary's Certificate of Borrower
         Exhibit 3.1(b)(vii)        -       Form of Officer's Certificate


</TABLE>


<PAGE>



                      AMENDED AND RESTATED CREDIT AGREEMENT


                  THIS AMENDED AND RESTAED CREDIT AGREEMENT (this "Agreement")
is made and entered into as of February 4, 2004, by and among JOHN H. HARLAND
COMPANY, a Georgia corporation (the "Borrower"), the several banks and other
financial institutions from time to time party hereto (the "Lenders"), and
SUNTRUST BANK, in its capacity as Administrative Agent for the Lenders (the
"Administrative Agent").

                              W I T N E S S E T H:

                  WHEREAS, the Borrower, the various banks and other financial
institutions party thereto (the "Existing Lenders") and SunTrust Bank, as
administrative agent (the "Existing Agent"), are parties to that certain
Revolving Credit Agreement dated as of August 23, 2000 (as amended and modified,
the "Existing Credit Agreement").

                  WHEREAS, subject to the terms and conditions of this
Agreement, (i) the Lenders severally, to the extent of their respective
Commitments, are willing to establish the requested revolving credit facility
and to make the term loans to the Borrower, (ii) restructure principal balance
of the obligations owing by Borrower under the Existing Credit Agreement into
revolving loans and term loans as set forth herein; and (iii) amend and restate
the Existing Credit Agreement as set forth herein.

                  NOW, THEREFORE, in consideration of the premises and the
mutual covenants herein contained, the Borrower, the Lenders and the
Administrative Agent agree to amend and restate the Existing Credit Agreement as
follows:


                                    ARTICLE I

                            DEFINITIONS; CONSTRUCTION

                  Section 1.1. Definitions. In addition to the other terms
defined herein, the following terms used herein shall have the meanings herein
specified (to be equally applicable to both the singular and plural forms of the
terms defined):

                  "Acquisition" shall mean any acquisition, whether by stock
purchase, asset purchase, merger, consolidation or otherwise of a Person or a
business line of a Person.

                   "Adjusted LIBO Rate" shall mean, with respect to each
Interest Period for a Eurodollar Borrowing, the rate per annum obtained by
dividing (i) LIBOR for such Interest Period by (ii) a percentage equal to 1.00
minus the Eurodollar Reserve Percentage.



                  "Administrative  Agent"  shall have the meaning  assigned  to
such term in the opening  paragraph hereof.

                  "Administrative Questionnaire" shall mean, with respect to
each Lender, an administrative questionnaire in the form prepared by the
Administrative Agent and submitted to the Administrative Agent duly completed by
such Lender.

                  "Affiliate" shall mean, as to any Person, any other Person
that directly, or indirectly through one or more intermediaries, Controls, is
Controlled by, or is under common Control with, such Person.

                  "Aggregate Revolving Commitments" shall mean the sum of the
Revolving Commitments of all Lenders at any time outstanding. On the Closing
Date, the Aggregate Revolving Commitments equal $325,000,000.

                  "Applicable Lending Office" shall mean, for each Lender and
for each Type of Loan, the "Lending Office" of such Lender (or an Affiliate of
such Lender) designated for such Type of Loan in the Administrative
Questionnaire submitted by such Lender or such other office of such Lender (or
an Affiliate of such Lender) as such Lender may from time to time specify to the
Administrative Agent and the Borrower as the office by which its Loans of such
Type are to be made and maintained.

                  "Applicable Margin" shall mean with respect to all Loans
outstanding on any date or the letter of credit fee, as the case may be, a
percentage per annum determined by reference to the applicable Leverage Ratio in
effect on such date as set forth on Schedule I attached hereto; provided, that a
change in the Applicable Margin resulting from a change in the Leverage Ratio
shall be effective on the second Business Day after which the Borrower is
required to deliver the financial statements required by Section 5.1(a) or (b)
and the compliance certificate required by Section 5.1 (c); provided further,
that if at any time the Borrower shall have failed to deliver such financial
statements and such certificate, the Applicable Margin shall be at Level VI
until such time as such financial statements and certificate are delivered, at
which time the Applicable Margin shall be determined on the second Business Day
after the date of delivery of such financial statements as provided above.
Notwithstanding the foregoing, the Applicable Margin from the Closing Date until
the financial statement and compliance certificates relating to the fiscal
quarter ending June 26, 2004 are required to be delivered shall be at Level II.

                  "Applicable Percentage" shall mean, with respect to the
commitment fee, as of any date, the percentage per annum determined by reference
to the applicable Leverage Ratio in effect on such date as set forth on Schedule
I attached hereto; provided, that a change in the Applicable Percentage
resulting from a change in the Leverage Ratio shall be effective on the second
Business Day after which the Borrower is required to deliver the financial



statements required by Section 5.1(a) or (b) and the compliance certificate
required by Section 5.1 (c); provided, further, that if at any time the Borrower
shall have failed to deliver such financial statements and such certificate, the
Applicable Percentage shall be at Level VI until such time as such financial
statements and certificate are delivered, at which time the Applicable
Percentage shall be determined on the second Business Day after the date of
delivery of such financial statements as provided above. Notwithstanding the
foregoing, the Applicable Percentage for the commitment fee from the Closing
Date until the financial statement and compliance certificates relating to the
fiscal quarter ending June 26, 2004 are required to be delivered shall be at
Level II.

                  "Assignment and Acceptance" shall mean an assignment and
acceptance entered into by a Lender and an assignee (with the consent of any
party whose consent is required by Section 10.4(b)) and accepted by the
Administrative Agent, in the form of Exhibit D attached hereto or any other form
approved by the Administrative Agent.

                  "Availability  Period" shall mean the period from the Closing
Date to the Commitment Termination Date.

                   "Base Rate" shall mean the higher of (i) the per annum rate
which the Administrative Agent publicly announces from time to time to be its
prime lending rate, as in effect from time to time, and (ii) the Federal Funds
Rate, as in effect from time to time, plus one-half of one percent (0.50%) per
annum. The Administrative Agent's prime lending rate is a reference rate and
does not necessarily represent the lowest or best rate charged to customers. The
Administrative Agent may make commercial loans or other loans at rates of
interest at, above or below the Administrative Agent's prime lending rate. Each
change in the Administrative Agent's prime lending rate shall be effective from
and including the date such change is publicly announced as being effective.

                   "Borrower" shall have the meaning in the introductory
paragraph hereof.

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

                  "Business Day" shall mean (i) any day other than a Saturday,
Sunday or other day on which commercial banks in Atlanta, Georgia are authorized
or required by law to close and (ii) if such day relates to a Borrowing of, a
payment or prepayment of principal or interest on, a conversion of or into, or
an Interest Period for, a Eurodollar Loan or a notice with respect to any of the
foregoing, any day on which dealings in Dollars are carried on in the London
interbank market.


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

                  "Change in Control" shall mean the occurrence of one or more
of the following events: (a) any sale, lease, exchange or other transfer (in a
single transaction or a series of related transactions) of all or substantially
all of the assets of the Borrower to any Person or "group" (within the meaning
of the Securities Exchange Act of 1934 and the rules of the Securities and
Exchange Commission thereunder in effect on the date hereof), (b) the



acquisition of ownership, directly or indirectly, beneficially or of record, by
any Person or "group" (within the meaning of the Securities Exchange Act of 1934
and the rules of the Securities and Exchange Commission thereunder as in effect
on the date hereof) of 30% or more of the outstanding shares of the voting stock
of the Borrower; or (c) occupation of a majority of the seats (other than vacant
seats) on the board of directors of the Borrower by Persons who were neither (i)
nominated by the current board of directors or (ii) appointed by directors so
nominated.

                  "Change in Law" shall mean (i) the adoption of any applicable
law, rule or regulation after the date of this Agreement, (ii) any change in any
applicable law, rule or regulation, or any change in the interpretation or
application thereof, by any Governmental Authority after the date of this
Agreement, or (iii) compliance by any Lender (or its Applicable Lending Office)
or the Issuing Bank (or for purposes of Section 2.17(b), by such Lender's or the
Issuing Bank's holding company, if applicable) with any request, guideline or
directive (whether or not having the force of law) of any Governmental Authority
made or issued after the date of this Agreement.

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

                  "Closing Date" shall mean the date on which the conditions
precedent set forth in Section 3.1 and Section 3.2 have been satisfied or waived
in accordance with Section 10.2.

                  "Code" shall mean the Internal Revenue Code of 1986, as
amended and in effect from time to time.

                  "Commitment" shall mean a Revolving Commitment, the Swingline
Commitment or a Term Loan Commitment or any combination thereof (as the context
shall permit or require).

                  "Commitment Termination Date" shall mean the earliest of (i)
February 4, 2009, (ii) the date on which the Revolving Commitments are
terminated pursuant to Section 2.8 and (iii) the date on which all amounts
outstanding under this Agreement have been declared or have automatically become
due and payable (whether pursuant to Section 8.1 or otherwise).

                   "Consolidated EBITDA" shall mean, for the Borrower and its
Subsidiaries for any period, an amount equal to the sum of (a) Consolidated Net
Income for such period plus (b) to the extent deducted in determining
Consolidated Net Income for such period, (i) Consolidated Interest Expense, (ii)
income tax expense, (iii) depreciation and amortization, (iv) the cash portion
of any restructuring charges up to an aggregate amount not to exceed five
percent (5%) of Consolidated EBITDA for the relevant period (as determined prior
to giving effect to this clause (iv)), and (v) all other non-cash charges,
determined on a consolidated basis in accordance with GAAP in each case for such
period; provided, however, that for purposes of calculating Consolidated EBITDA
of the Borrower for any period, (x) the Consolidated EBITDA of any Person
acquired by, or merged into or consolidated with, the Borrower during such
period shall be included on a pro forma basis for such period as if such
acquisition, merger or consolidation in connection therewith occurred on the
first day of such period and (y) the Consolidated EBITDA of any Subsidiary whose
(1) capital stock is sold or otherwise transferred to any Person other than to
the Borrower or to a Subsidiary of the Borrower during such period or (2) assets
(whether all or substantially all) are sold, leased or otherwise transferred to
any Person other than to the Borrower or to a Subsidiary of the Borrower during
such period, in either case under this clause (y), shall be excluded on a pro
forma basis for such period as if the consummation of such sale, lease or other
transfer occurred on the first day of such period.

                  "Consolidated EBITDAR" shall mean, for the Borrower and its
Subsidiaries for any period, an amount equal to the sum of (a) Consolidated
EBITDA and (b) Consolidated Lease Expense.

                  "Consolidated Fixed Charges" shall mean, for the Borrower and
its Subsidiaries for any period, the sum (without duplication) of (a)
Consolidated Interest Expense, net of interest income, for such period and (b)
Consolidated Lease Expense for such period.

                  "Consolidated Interest Expense" shall mean, for the Borrower
and its Subsidiaries for any period determined on a consolidated basis in
accordance with GAAP, the sum of (i) total cash interest expense, including
without limitation the interest component of any payments in respect of Capital
Lease Obligations capitalized or expensed during such period (whether or not
actually paid during such period) plus (ii) the net amount payable (or minus the
net amount receivable) under Hedging Agreements during such period (whether or
not actually paid or received during such period).

                  "Consolidated Lease Expense" shall mean, for any period, the
aggregate amount of fixed and contingent rentals payable by the Borrower and its
Subsidiaries with respect to leases of real and personal property (excluding
Capital Lease Obligations) determined on a consolidated basis in accordance with
GAAP for such period.

                  "Consolidated Net Income" shall mean, for any period, the net
income (or loss) of the Borrower and its Subsidiaries for such period determined
on a consolidated basis in accordance with GAAP, but excluding therefrom (to the
extent otherwise included therein) (i) any extraordinary gains or losses, (ii)
any gains attributable to write-ups of assets, (iii) any equity interest of the
Borrower or any Subsidiary of the Borrower in the unremitted earnings of any
Person that is not a Subsidiary, (iv) any income (or loss) of any Person accrued
prior to the date it becomes a Subsidiary or is merged into or consolidated with
the Borrower or any Subsidiary on the date that such Person's assets are
acquired by the Borrower or any Subsidiary and (v) any income (or loss) of any
Subsidiary which is not a Subsidiary Loan Party to the extent the payment of
such income in the form of dividends or other distributions to the Borrower or
any Subsidiary is currently prohibited whether on account of restrictions in
organizational documents or restrictions in any agreement, document, contract,
deed or other instrument applicable to such Subsidiary.

                  "Consolidated Net Worth" shall mean, as of any date, (i) the
total assets of the Borrower and its Subsidiaries that would be reflected on the
Borrower's consolidated balance sheet as of such date prepared in accordance
with GAAP, after eliminating all amounts properly attributable to minority
interests, if any, in the stock and surplus of Subsidiaries, minus the sum of
(i) the total liabilities of the Borrower and its Subsidiaries that would be
reflected on the Borrower's consolidated balance sheet as of such date prepared
in accordance with GAAP and (ii) the amount of any write-up in the book value of
any assets resulting from a revaluation thereof or any write-up in excess of the
cost of such assets acquired reflected on the consolidated balance sheet of the
Borrower as of such date prepared in accordance with GAAP.

                  "Consolidated Total Debt" shall mean, as of any date of
determination, without duplication, the sum of (i) all Indebtedness of the
Borrower and its Subsidiaries on a consolidated basis of the types described in
the definition of Indebtedness (other than as described in subsection (viii)
thereof), including, but not limited to, all obligations under the Loan
Documents plus (ii) all Indebtedness of any Permitted Securitization
Subsidiaries. For purposes of calculating Consolidated Total Debt, the face
amount of any outstanding Letter of Credit and amounts under any outstanding
Swingline Loan shall be included in Consolidated Total Debt.

                  "Control" shall mean the power, directly or indirectly, either
to (i) vote 15% or more of securities having ordinary voting power for the
election of directors (or persons performing similar functions) of a Person or
(ii) direct or cause the direction of the management and policies of a Person,
whether through the ability to exercise voting power, by contract or otherwise.
The terms "Controlling", "Controlled by", and "under common Control with" have
meanings correlative thereto.

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

                  "Default Interest" shall have the meaning set forth in Section
2.12(c).

                  "Dollar(s)" and the sign "$" shall mean lawful money of the
United States of America.

                  "Environmental Laws" shall mean all laws, rules, regulations,
codes, ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by or with any Governmental
Authority, relating in any way to the environment, preservation or reclamation
of natural resources, the management, Release or threatened Release of any
Hazardous Material or to health and safety matters.

                  "Environmental Liability" shall mean any liability, contingent
or otherwise (including any liability for damages, costs of environmental
investigation and remediation, costs of administrative oversight, fines, natural
resource damages, penalties or indemnities), of the Borrower or any Subsidiary
directly or indirectly resulting from or based upon (a) any actual or alleged
violation of any Environmental Law, (b) the generation, use, handling,
transportation, storage, treatment or disposal of any Hazardous Materials, (c)
any actual or alleged exposure to any Hazardous Materials, (d) the Release or
threatened Release of any Hazardous Materials or (e) any contract, agreement or
other consensual arrangement pursuant to which liability is assumed or imposed
with respect to any of the foregoing.



                  "ERISA" shall mean the Employee Retirement Income Security Act
of 1974, as amended from time to time, and any successor statute.

                  "ERISA Affiliate" shall mean any trade or business (whether or
not incorporated), which, together with the Borrower, is treated as a single
employer under Section 414(b) or (c) of the Code or, solely for the purposes of
Section 302 of ERISA and Section 412 of the Code, is treated as a single
employer under Section 414 of the Code.

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

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

                  "Eurodollar Reserve Percentage" shall mean the aggregate of
the maximum reserve percentages (including, without limitation, any emergency,
supplemental, special or other marginal reserves) expressed as a decimal
(rounded upwards to the next 1/100th of 1%) in effect on any day to which the
Administrative Agent is subject with respect to the Adjusted LIBO Rate pursuant
to regulations issued by the Board of Governors of the Federal Reserve System
(or any Governmental Authority succeeding to any of its principal functions)
with respect to eurocurrency funding (currently referred to as "eurocurrency
liabilities" under Regulation D). Eurodollar Loans shall be deemed to constitute
eurocurrency funding and to be subject to such reserve requirements without
benefit of or credit for proration, exemptions or offsets that may be available
from time to time to any Lender under Regulation D. The Eurodollar Reserve
Percentage shall be adjusted automatically on and as of the effective date of
any change in any reserve percentage.

                  "Event of Default" shall have the meaning provided in Article
VIII.

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

                   "Existing Agent" shall have the meaning in the recitals
hereof.

                  "Existing Credit Facility" shall mean the credit facility
established pursuant to that certain Revolving Credit Agreement dated as of
August 23, 2000 by an among the Borrower, the lenders party thereto and the
Administrative Agent, as amended.

                   "Existing Lenders" shall have the meaning in the recitals
hereof.

                  "Federal Funds Rate" shall mean, for any day, the rate per
annum (rounded upwards, if necessary, to the next 1/100th of 1%) equal to the
weighted average of the rates on overnight Federal funds transactions with
member banks of the Federal Reserve System arranged by Federal funds brokers, as
published by the Federal Reserve Bank of New York on the next succeeding
Business Day or if such rate is not so published for any Business Day, the
Federal Funds Rate for such day shall be the average rounded upwards, if
necessary, to the next 1/100th of 1% of the quotations for such day on such
transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by the Administrative Agent.

                  "Fixed Charge Coverage Ratio" shall mean, for any period of
four consecutive fiscal quarters of the Borrower, the ratio of (a) Consolidated
EBITDAR for such period to (b) Consolidated Fixed Charges for such period.

                  "Foreign Lender" shall mean any Lender that is organized under
the laws of a jurisdiction other than that of the Borrower. For purposes of this
definition, the United States of America or any State thereof or the District of
Columbia shall constitute one jurisdiction.

                  "Foreign Subsidiary" shall mean any direct or indirect
Restricted Subsidiary of the Borrower that is organized under the laws of a
jurisdiction other than the United States of America or any State thereof or the
District of Columbia.

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

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

                  "Guarantee" of or by any Person (the "guarantor") shall mean
any obligation, contingent or otherwise, of the guarantor guaranteeing or having
the economic effect of guaranteeing any Indebtedness or other obligation of any
other Person (the "primary obligor") in any manner, whether directly or
indirectly and including any obligation, direct or indirect, of the guarantor
(a) to purchase or pay (or advance or supply funds for the purchase or payment
of) such Indebtedness or other obligation or to purchase (or to advance or
supply funds for the purchase of) any security for the payment thereof, (b) to
purchase or lease property, securities or services for the purpose of assuring
the owner of such Indebtedness or other obligation of the payment thereof, (c)
to maintain working capital, equity capital or any other financial statement
condition or liquidity of the primary obligor so as to enable the primary
obligor to pay such Indebtedness or other obligation or (d) as an account party
in respect of any letter of credit or letter of guaranty issued in support of
such Indebtedness or obligation; provided, that the term "Guarantee" shall not
include endorsements for collection or deposits in the ordinary course of
business. The amount of any Guarantee shall be deemed to be an amount equal to
the stated or determinable amount of the primary obligation in respect of which
Guarantee is made or, if not so 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. The term
"Guarantee" used as a verb has a corresponding meaning.

                  "Hazardous Materials" means all explosive or radioactive
substances or wastes and all hazardous or toxic substances, wastes or other
pollutants, including petroleum or petroleum distillates, asbestos or asbestos
containing materials, polychlorinated biphenyls, radon gas, infectious or
medical wastes and all other substances or wastes of any nature regulated
pursuant to any Environmental Law.

                  "Hedging Agreements" shall mean interest rate swap, cap or
collar agreements, interest rate future or option contracts, currency swap
agreements, currency future or option contracts, commodity agreements and other
similar agreements or arrangements designed to protect against fluctuations in
interest rates, currency values or commodity values.

                  "Indebtedness" of any Person shall mean, without duplication,
such Person's (i) obligations for borrowed money, (ii) obligations representing
the deferred purchase price of property or services (other than accounts payable
arising in the ordinary course of such Person's business), (iii) obligations,
whether or not assumed, secured by Liens or payable out of the proceeds or
production from property or asset now or hereafter owned or acquired by such
Person, (iv) obligations which are evidenced by bonds, notes, acceptances or
other instruments, (v) Capital Lease Obligations, (vi) guaranties, letter of
credit reimbursement obligations and other contingent obligations in respect of
other types of Indebtedness, (vii) Off-Balance Sheet Liabilities, and (viii)
obligations under any Hedging Agreement permitted under Section 7.9 hereof. For
purposes of determining Indebtedness under clause (viii), the obligations of the
Borrower or any Subsidiary in respect to any Hedging Agreement at any time shall
be the maximum aggregate amount (giving effect to any netting agreements) that
the Borrower or such Subsidiary would be required to pay if such Hedging
Agreement were terminated at such time. The Indebtedness of any Person shall
include the Indebtedness of any partnership in which such Person is a general
partner, except to the extent that the terms of such Indebtedness provide that
such Person is not liable therefor.

                 "Indemnified Taxes" shall mean Taxes other than Excluded Taxes.

                 "Indemnity and Contribution Agreement" shall mean the
Indemnity, Subrogation and Contribution Agreement, substantially in the form of
Exhibit F, among the Borrower, the Subsidiary Loan Parties and the
Administrative Agent.

                   "Information Memorandum" shall mean the Confidential
Information Memorandum dated January 2004 relating to the Borrower and the
transactions contemplated by this Agreement and the other Loan Documents.

                  "Interest Period" shall mean (i) with respect to any
Eurodollar Borrowing, a period of one, two, three or six months and (ii) with
respect to a Swingline Loan, a period of such duration not to exceed seven days,
as the Borrower may request and the Swingline Lender may agree in accordance
with Section 2.5; provided, that:

                  (i) the initial Interest Period for such Borrowing shall
         commence on the date of such Borrowing (including the date of any
         conversion from a Borrowing of another Type) and each Interest Period
         occurring thereafter in respect of such Borrowing shall commence on the
         day on which the next preceding Interest Period expires;

                  (ii) if any Interest Period would otherwise end on a day other
         than a Business Day, such Interest Period shall be extended to the next
         succeeding Business Day, unless, in the case of a Eurodollar Borrowing,
         such Business Day falls in another calendar month, in which case such
         Interest Period would end on the next preceding Business Day;

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

                  (iv) each principal installment payable in respect of the Term
         Loans shall have an Interest Period ending on each installment payment
         date and the remaining principal balance (if any) of the Term Loans
         shall have an Interest Period determined as set forth above; and

                   (v) no Interest Period may extend beyond the Commitment
         Termination Date or the Swingline Termination Date, as the case may be.

                   "Issuing Bank" shall mean SunTrust Bank or any other Lender,
each in its capacity as an issuer of Letters of Credit pursuant to Section 2.22.

                  "Intangible Assets" shall mean assets which are classified as
intangible assets in accordance with GAAP.

                   "LC Commitment" shall mean that portion of the Aggregate
Revolving Commitments that may be used by the Borrower for the issuance of
Letters of Credit in an aggregate face amount not to exceed $20,000,000.

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

                  "LC Documents" shall mean the Letters of Credit and all
applications, agreements and instruments relating to the Letters of Credit.

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

                  "Lenders" shall have the meaning assigned to such term in the
opening paragraph of this Agreement and shall include, where appropriate, the
Swingline Lender.

                  "Letter of Credit" shall mean any letter of credit issued
pursuant to Section 2.22 by the Issuing Bank for the account of the Borrower
pursuant to the LC Commitment.

                   "Leverage Ratio" shall mean, as of any date of determination
with respect to the Borrower, the ratio of (i) Consolidated Total Debt as of
such date to (ii) Consolidated EBITDA for the four fiscal quarters then ending.

                  "LIBOR" means, relative to any Interest Period for each LIBOR
Borrowing in any applicable currency, the rate per annum quoted at or about
11:00 a.m. (London, England time) two Business Days before the commencement of
such Interest Period on that page of the Reuters, Telerate or Bloomberg
reporting service (as then being used by the Administrative Agent to obtain such
interest rate quotes) that displays British Bankers' Association interest
settlement rates for deposits in the applicable currency of such LIBOR
Borrowing, or if such page or such service shall cease to be available, such
other page or other service (as the case may be) for the purpose of displaying
British Bankers' Association interest settlement rates as reasonably determined
by the Administrative Agent upon advising the Borrower as to the use of any such
other service. If for any reason any such settlement interest rate for such
Interest Period is not available through any such interest rate reporting
service, then the "LIBOR Rate" with respect to such LIBOR Borrowing will be the
rate at which the Administrative Agent is offered deposits for such applicable
currency in the Dollar Equivalent of $5,000,000 for a period approximately equal
to such Interest Period in the London interbank market at 10:00 a.m. (New York
time) two Business Days before the commencement of such Interest Period.

                   "Lien" shall mean any mortgage, pledge, security interest,
lien (statutory or otherwise), charge, encumbrance, hypothecation, assignment,
deposit arrangement, or other arrangement having the practical effect of the
foregoing or any preference, priority or other security agreement or
preferential arrangement of any kind or nature whatsoever (including any
conditional sale or other title retention agreement and any capital lease having
the same economic effect as any of the foregoing).

                  "Loan Documents" shall mean, collectively, this Agreement, the
Notes, the LC Documents, all Notices of Borrowing, the Subsidiary Guarantee
Agreement, the Indemnity and Contribution Agreement, and any and all other
instruments, agreements, documents and writings executed in connection with any
of the foregoing including any commitment letters or fee letters.

                  "Loan Parties" shall mean the Borrower and any Subsidiary
Loan Party.

                  "Loans" shall mean all Revolving Loans, Swingline Loans and
Term Loans in the aggregate or any of them, as the context shall require.

                  "Margin Regulations" shall mean Regulation T, Regulation U and
Regulation X of the Board of Governors of the Federal Reserve System, as the
same may be in effect from time to time.

                  "Material Adverse Effect" shall mean, with respect to any
event, act, condition or occurrence of whatever nature (including any adverse
determination in any litigation, arbitration, or governmental investigation or
proceeding), whether singly or in conjunction with any other event or events,
act or acts, condition or conditions, occurrence or occurrences whether or not
related, a material adverse change in, or a material adverse effect on, (i) the
business, results of operations, financial condition, assets or liabilities of
the Borrower and its Subsidiaries taken as a whole, (ii) the ability of the Loan
Parties to perform any of their respective obligations under the Loan Documents,
(iii) the rights and remedies of the Administrative Agent, the Issuing Bank and
the Lenders under any of the Loan Documents or (iv) the legality, validity or
enforceability of any of the Loan Documents.

                   "Material Foreign Subsidiary" shall mean at any time any
direct or indirect wholly-owned Foreign Subsidiary having revenues in an amount
equal to at least 5% of the total revenues of the Borrower and its Subsidiaries
on a consolidated basis for the 12-month period ending on the last day of the
most recent fiscal quarter of the Borrower at such time.

                  "Maturity Date" shall mean, with respect to the Term Loans,
the earlier of (i) February 4, 2009 or (ii) the date on which the principal
amount of all outstanding Term Loans have been declared or automatically have
become due and payable (whether pursuant to Section 8.1 or otherwise).

                   "Minority Investment" shall mean with respect to any Person,
any corporation or other entity (including, without limitation, limited
liability companies, partnerships, joint ventures, and associations) regardless
of its jurisdiction of organization or formation, of which some but not more
than 50% of the total combined voting power of all classes of voting stock or
other ownership interests, at the time as of which any determination is being
made, is owned by such Person, either directly or indirectly through one or more
other Subsidiaries.

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

                  "Multiemployer Plan" shall have the meaning set forth in
Section 4001(a)(3) of ERISA.

                  "Notes" shall mean, collectively, the Revolving Credit Notes,
the Swingline Note and the Term Notes.

                  "Notices of Borrowing" shall mean, collectively, the Notices
of Revolving Borrowing and the Notices of Swingline Borrowing.

                  "Notice of Conversion/Continuation" shall mean the notice
given by the Borrower to the Administrative Agent in respect of the conversion
or continuation of an outstanding Borrowing as provided in Section 2.7(b)
hereof.

                  "Notice of Revolving Borrowing" shall have the meaning as set
forth in Section 2.3.

                  "Notice of Swingline Borrowing" shall have the meaning as set
forth in Section 2.5.

                  "Obligations" shall mean all amounts owing by the Borrower to
the Administrative Agent, the Issuing Bank or any Lender (including the
Swingline Lender) pursuant to or in connection with this Agreement or any other
Loan Document, including without limitation, all principal, interest (including
any interest accruing after the filing of any petition in bankruptcy or the
commencement of any insolvency, reorganization or like proceeding relating to
the Borrower, whether or not a claim for post-filing or post-petition interest
is allowed in such proceeding), all reimbursement obligations, fees, expenses,
indemnification and reimbursement payments, costs and expenses (including all
fees and expenses of counsel to the Administrative Agent and any Lender
(including the Swingline Lender) incurred pursuant to this Agreement or any
other Loan Document), whether direct or indirect, absolute or contingent,
liquidated or unliquidated, now existing or hereafter arising hereunder or
thereunder, together with all renewals, extensions, modifications or
refinancings thereof.

                  "Off-Balance Sheet Liabilities" of any Person shall mean (i)
any repurchase obligation or liability of such Person with respect to accounts
or notes receivable sold by such Person, (ii) any liability of such Person under
any sale and leaseback transactions which do not create a liability on the
balance sheet of such Person, (iii) any liability (i.e., the guaranteed portion)
of such Person under any Synthetic Lease or (iv) any obligation arising with
respect to any asset securitization program or any other transaction which is
the functional equivalent of or takes the place of borrowing but which does not
constitute a liability on the balance sheet of such Person.

                  "Offered Rate" shall mean, for any Interest Period, the rate
as offered by the Swingline Lender and accepted by the Borrower in accordance
with Section 2.5 hereof. The Borrower is under no obligation to accept the
Offered Rate and the Swingline Lender is under no obligation to provide it.

                  "Other Taxes" shall mean any and all present or future stamp
or documentary taxes or any other excise or property taxes, charges or similar
levies arising from any payment made hereunder or from the execution, delivery
or enforcement of, or otherwise with respect to, this Agreement or any other
Loan Document.

                  "Participant" shall have the meaning set forth in Section
10.4(c).

                  "Payment Office" shall mean the office of the Administrative
Agent located at 303 Peachtree Street, N.E., 25th Floor, Atlanta, Georgia 30308,
or such other location as to which the Administrative Agent shall have given
written notice to the Borrower and the other Lenders.

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

                  "Permitted Acquisitions" shall mean any Acquisition so long as
(a) at the time of such Acquisition, no Default or Event of Default is in
existence, (b) no Default or Event of Default would result from such
Acquisition, and (c) such Acquisition has been approved by the board of
directors of the Person being acquired prior to any public announcement thereof.

                  "Permitted Encumbrances" shall mean

                  (i) Liens imposed by law for taxes not yet due or which are
         being contested in good faith by appropriate proceedings and with
         respect to which adequate reserves are being maintained in accordance
         with GAAP;

                  (ii) statutory Liens of landlords and Liens of carriers,
         warehousemen, mechanics, materialmen and other Liens imposed by law
         created in the ordinary course of business for amounts not yet due or
         which are being contested in good faith by appropriate proceedings and
         with respect to which adequate reserves are being maintained in
         accordance with GAAP;

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

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

                  (v) judgment and attachment liens not giving rise to an Event
         of Default or Liens created by or existing from any litigation or legal
         proceeding that are currently being contested in good faith by
         appropriate proceedings and with respect to which adequate reserves are
         being maintained in accordance with GAAP; and

                  (vi) easements, zoning restrictions, rights-of-way and similar
         encumbrances on real property imposed by law or arising in the ordinary
         course of business that do not secure any monetary obligations and do
         not materially detract from the value of the affected property or
         materially interfere with the ordinary conduct of business of the
         Borrower and its Subsidiaries taken as a whole;

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

                  "Permitted Investments" 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 twelve months from the date of acquisition;

                  (ii) U.S. Dollar denominated time deposits and certificates of
         deposit of (a) any Lender, or (b) any domestic commercial bank of
         recognized standing (y) having capital and surplus in excess of
         US$500,000,000 and (z) 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 (any such bank being an "Approved
         Bank"), in each case with maturities of not more than 270 days from the
         date of acquisition;

                  (iii) commercial paper and variable or fixed rate notes issued
         by any Approved Bank (or by the parent company thereof) or any variable
         rate notes issued by, or guaranteed by, any domestic corporation rated
         A-1 (or the equivalent thereof) or better by S&P or P-1 (or the
         equivalent thereof) or better by Moody's and maturing within six months
         of the date of acquisition;

                  (iv) repurchase agreements entered into by a Person with a
         bank or trust company (including any of the Lenders) or recognized
         securities dealer having capital and surplus in excess of
         US$500,000,000 for direct obligations issued by or fully guaranteed by
         the United States of America in which such Person shall have a
         perfected first priority security interest (subject to no other Liens)
         and having, on the date of purchase thereof, a fair market value of at
         least 100% of the amount of the repurchase obligations;

                  (v) obligations of any State of the United States or any
         political subdivision thereof, the interest with respect to which is
         exempt from federal income taxation under Section 103 of the Internal
         Revenue Code, having a long term rating of at least AA- or Aa-3 by S&P
         or Moody's, respectively, and maturing within three years from the date
         of acquisition thereof;

                  (vi) Investments in municipal auction preferred stock (a)
         rated AAA (or the equivalent thereof) or better by S&P or Aaa (or the
         equivalent thereof) or better by Moody's and (b) with dividends that
         reset at least one every 365 days; and

                  (vii) Investments, classified in accordance with GAAP as
         current assets, in money market investment programs registered under
         the Investment Company Act of 1940, as amended, which are administered
         by reputable financial institutions having capital of at least
         US$100,000,000 and the portfolios of which are limited to Investments
         of the character described in the foregoing subdivisions (i) through
         (vi); and

                  (viii) other Investments deemed to cash equivalents in
         accordance with GAAP.

                  "Permitted Securitization Subsidiary" shall mean any
Subsidiary of the Borrower that (i) is directly or indirectly wholly-owned by
the Borrower, (ii) is formed and operated solely for purposes of a Permitted
Securitization Transaction, (iii) is "bankruptcy remote", (iv) has
organizational documents which limit the permitted activities of such Permitted
Securitization Subsidiary to the acquisition of accounts receivable and related
rights from the Borrower or one or more of its Restricted Subsidiaries, the
securitization of such accounts receivable and related rights and activities
necessary or incidental to the foregoing and (v) meets S&P's requirements for
special purpose entities engaged in securitization of assets.

                   "Permitted Securitization Transaction" shall mean the
transfer by Borrower or one or more of its Restricted Subsidiaries of
receivables and rights related thereto to one or more Permitted Securitization
Subsidiaries and the related financing of such receivables and rights related
thereto; provided that (i) such transaction is treated as a "sale" of
receivables under Statement of Financial Accounting Standards No. 140,
"Accounting for Transfers and Servicing of Financial Assets and Extinguishment
of Liabilities - a Replacement of FASB Statement No. 125", (ii) is non-recourse
to Borrower and its Restricted Subsidiaries, except for Standard Securitization
Undertakings and (iii) the aggregate total amount of all receivables at any time
subject to all Permitted Securitization Transactions shall not exceed
$75,000,000 in the aggregate.

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

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

                  "Pro Rata Share" shall mean, with respect to any Lender at any
time, a percentage, the numerator of which shall be the sum of such Lender's
Revolving Commitment and Term Loan Commitment and the denominator of which shall
be the sum of all Lenders' Revolving Commitments and Term Loan Commitments; or
if the Revolving Commitments have been terminated or expired or if the Loans
have been declared to be due and payable, a percentage, the numerator of which
shall be the sum of such Lender's Revolving Credit Exposure and Term Loan, and
the denominator of which shall be the sum of the aggregate Revolving Credit
Exposure of all Lenders and the aggregate outstanding Term Loans of all Lenders.

                   "Regulation D" shall mean Regulation D of the Board of
Governors of the Federal Reserve System, as the same may be in effect from time
to time, and any successor regulations.

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

                  "Release" means any release, spill, emission, leaking,
dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching
or migration into the environment (including ambient air, surface water,
groundwater, land surface or subsurface strata) or within any building,
structure, facility or fixture.

                  "Required Lenders" shall mean, at any time, Lenders holding
more than 50% of the aggregate outstanding Revolving Credit Exposures and Term
Loans at such time or if the Lenders have no Revolving Credit Exposure and Term
Loans outstanding, then Lenders holding more than 50% of the Aggregate Revolving
Commitments.

                  "Responsible Officer" shall mean any of the president, the
chief executive officer, the chief operating officer, the chief financial
officer, the treasurer, the controller or a vice president of the Borrower or
such other representative of the Borrower as may be designated in writing by any
one of the foregoing with the consent of the Administrative Agent; and, with
respect to the financial covenants only, the chief financial officer, the
treasurer or the controller of the Borrower.

                  "Restricted Payment" shall have the meaning set forth in
Section 7.5.

                  "Restricted Subsidiary" means all Subsidiaries of the Borrower
or its Subsidiaries other than a Permitted Securitization Subsidiary.

                  "Revolving Commitment" shall mean, with respect to each
Lender, the obligation of such Lender to make Revolving Loans to the Borrower
and to participate in Letters of Credit and Swingline Loans in an aggregate
principal amount not exceeding the amount set forth with respect to such Lender
on the signature pages to this Agreement or, in the case of a Person becoming a
Lender after the Closing Date, the amount of the assigned "Revolving Commitment"
as provided in the Assignment and Acceptance Agreement executed by such Person
as an assignee, as the same may be changed pursuant to the terms hereof.

                  "Revolving Commitment Percentage" shall mean, with respect to
any Lender at any time, a percentage, the numerator of which shall be such
Lender's Revolving Commitment and the denominator of which shall be the sum of
all Lenders' Revolving Commitments; or if the Revolving Commitments have been
terminated or expired or if the Revolving Loans have been declared to be due and
payable, a percentage, the numerator of which shall be the sum of such Lender's
Revolving Credit Exposure, and the denominator of which shall be the sum of the
aggregate Revolving Credit Exposure of all Lenders.

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

                  "Revolving Credit Note" shall mean a promissory note of the
Borrower payable to the order of a requesting Lender in the principal amount of
such Lender's Revolving Commitment, in substantially the form of Exhibit A.

                  "Revolving Loan" shall mean a loan made by a Lender (other
than the Swingline Lender) to the Borrower under its Revolving Commitment, which
may either be a Base Rate Loan or a Eurodollar Loan.

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

                   "Standard Securitization Undertakings" shall mean (i) any
obligations and undertakings of the Borrower and any Restricted Subsidiary on
terms and conditions consistent with sale treatment of receivables and that
result in a "sale" of receivables under Financial Accounting Standards No. 140,
"Accounting for Transfers and Servicing of Financial Assets and Extinguishment
of Liabilities - a Replacement of FASB Statement No. 125", as in effect on the
date of such transfer ("FASB 140") and (ii) any obligations and undertakings of
the Borrower not inconsistent with sale treatment under FASB 140 in connection
with the Borrower's servicing of receivables.

                  "Subsidiary" shall mean, with respect to any Person (the
"parent"), any corporation, partnership, joint venture, limited liability
company, association or other entity the accounts of which would be consolidated
with those of the parent in the parent's consolidated financial statements if
such financial statements were prepared in accordance with GAAP as of such date,
as well as any other corporation, partnership, joint venture, limited liability
company, association or other entity (i) of which securities or other ownership
interests representing more than 50% of the equity or more than 50% of the
ordinary voting power, or in the case of a partnership, more than 50% of the
general partnership interests are, as of such date, owned, Controlled or held,
or (ii) that is, as of such date, otherwise Controlled, by the parent or one or
more subsidiaries of the parent or by the parent and one or more subsidiaries of
the parent. Unless otherwise indicated, all references to a "wholly-owned
Subsidiary" shall mean any wholly-owned Subsidiary of the Borrower or any other
wholly-owned Subsidiary of any Subsidiary who is wholly-owned by the Borrower or
any of its direct or indirect wholly-owned Subsidiaries.



                  "Subsidiary Guarantee Agreement" shall mean the Subsidiary
Guarantee Agreement, substantially in the form of Exhibit E, made by the
Subsidiary Loan Parties in favor of the Administrative Agent for the benefit of
the Lenders.

                  "Subsidiary Loan Party" shall mean any Restricted Subsidiary
that is required to execute a Subsidiary Guarantee Agreement.

                  "Swingline Commitment" shall mean the commitment of the
Swingline Lender to make Swingline Loans in an aggregate principal amount at any
time outstanding not to exceed $25,000,000.

                  "Swingline Exposure" shall mean, with respect to each Lender,
the principal amount of the Swingline Loans in which such Lender is legally
obligated either to make a Base Rate Loan or to purchase a participation in
accordance with Section 2.5, which shall equal such Lender's Revolving
Commitment Percentage of all outstanding Swingline Loans.

                  "Swingline Lender" shall mean SunTrust Bank, or any other
Lender that may agree to make Swingline Loans hereunder.

                  "Swingline Loan" shall mean a loan made to the Borrower by the
Swingline Lender under the Swingline Commitment.

                  "Swingline Note" shall mean the promissory note of the
Borrower payable to the order of the Swingline Lender in the principal amount of
the Swingline Commitment, substantially in the form of Exhibit B.

                  "Swingline Termination Date" shall mean the date that is seven
(7) Business Days prior to the Commitment Termination Date.

                  "Synthetic Lease" shall mean any synthetic lease, tax
retention operating lease or similar off-balance sheet financing product where
such transaction is considered borrowed money indebtedness for tax purposes but
is classified as an operating lease under GAAP.

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

                  "Tangible Assets" shall mean assets which are not Intangible
Assets.

                  "Term Loan" shall have the meaning set forth in Section
2.2(b).

                  "Term Loan Commitment" shall mean, with respect to each
Lender, the obligation of such Lender to make a Term Loan hereunder on the
Closing Date, in a principal amount not exceeding the amount set forth with
respect to such Lender on the signature pages to this Agreement. The aggregate
principal amount of all Lenders' Term Loan Commitments is $100,000,000.

                  "Term Note" shall mean a promissory note of the Borrower
payable to the order of a requesting Lender in the principal amount of such
Lender's Term Loan Commitment, in substantially the form of Exhibit C.

                  "Total Tangible Assets" shall mean all of the Tangible Assets
of the Borrower and its Subsidiaries on a consolidated basis.

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

                  "Withdrawal Liability" shall mean liability to a Multiemployer
Plan as a result of a complete or partial withdrawal from such Multiemployer
Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

                  Section 1.2. Classifications of Loans and Borrowings. For
purposes of this Agreement, Loans may be classified and referred to by Class
(e.g. a "Revolving Loan," "Term Loan", or "Swing Line Loan") or by Type (e.g. a
"Eurodollar Loan", "Base Rate Loan" or "Offered Rate Loan") or by Class and Type
(e.g. "Revolving Eurodollar Loan"). Borrowings also may be classified and
referred to by Class (e.g. "Revolving Borrowing") or by Type (e.g. "Eurodollar
Borrowing") or by Class and Type (e.g. " Revolving Eurodollar Borrowing").

                  Section 1.3. Accounting Terms and Determination. Unless
otherwise defined or specified herein, all accounting terms used herein shall be
interpreted, all accounting determinations hereunder shall be made, and all
financial statements required to be delivered hereunder shall be prepared, in
accordance with GAAP as in effect from time to time, applied on a basis
consistent in all material respects (except for material changes approved by the
Borrower's independent public accountants) with the most recent audited
consolidated financial statement of the Borrower delivered pursuant to Section
5.1(a); provided, that if the Borrower notifies the Administrative Agent that
the Borrower wishes to amend any covenant in Article VI to eliminate the effect
of any change in GAAP on the operation of such covenant (or if the
Administrative Agent notifies the Borrower that the Required Lenders wish to
amend Article VI for such purpose), then the Borrower's compliance with such
covenant shall be determined on the basis of GAAP in effect immediately before
the relevant change in GAAP became effective, until either such notice is
withdrawn or such covenant is amended in a manner satisfactory to the Borrower
and the Required Lenders.

                  Section 1.4. Terms Generally. The definitions of terms herein
shall apply equally to the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words "include", "includes" and
"including" shall be deemed to be followed by the phrase "without limitation".
The word "will" shall be construed to have the same meaning and effect as the
word "shall". In the computation of periods of time from a specified date to a
later specified date, the word "from" means "from and including" and the word
"to" means "to but excluding". Unless the context requires otherwise (i) any
definition of or reference to any agreement, instrument or other document herein
shall be construed as referring to such agreement, instrument or other document
as it was originally executed or as it may from time to time be amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (ii) any reference
herein to any Person shall be construed to include such Person's successors and
permitted assigns, (iii) the words "hereof", "herein" and "hereunder" and words
of similar import shall be construed to refer to this Agreement as a whole and
not to any particular provision hereof, (iv) all references to Articles,
Sections, Exhibits and Schedules shall be construed to refer to Articles,
Sections, Exhibits and Schedules to this Agreement and (v) all references to a
specific time shall be construed to refer to the time in the city and state of
the Administrative Agent's principal office, unless otherwise indicated.

                  Section 1.5. Acknowledgement of Existing Obligations and
Restatement Thereof. (a) As stated in the recitals hereof, the Existing Credit
Agreement set forth the rights, duties and obligations of the Borrower, the
Existing Agent and the Existing Lenders with respect to the Loans (as defined
therein) and other financial accommodations provided from time to time by the
Existing Agent and the Existing Lenders prior to the Closing Date. The Borrower,
the Administrative Agent and the Lenders acknowledge and agree that immediately
prior to the effectiveness of this Agreement, the aggregate principal balance of
revolving loans owing by Borrower in respect of the Existing Credit Agreement
("Existing Revolving Obligations") totaled $141,000,000 (exclusive of interest,
fees, and reimbursable expenses and costs). The Borrower acknowledges and agrees
that immediately upon the effectiveness of this Agreement, all obligations of
the Borrower under the Existing Credit Agreement, including, without limitation,
the Existing Revolving Obligations shall constitute valid and binding
obligations of the Borrower hereunder without any offset, counterclaim, defense
or recoupment of any kind. The Borrower also acknowledges and agrees that all
outstanding Letters of Credit (under and as defined in the Existing Credit
Agreement) and all outstanding Swingline Loans (under and as defined in the
Existing Credit Agreement) under the Existing Credit Agreement immediately prior
to the effectiveness of this Agreement shall be deemed to be Letters of Credit
and Swingline Loans hereunder immediately upon the effectiveness of this
Agreement.

         (b) The Borrower, the Administrative Agent and the Lenders acknowledge
and agree that pursuant to the terms of this Agreement, the Existing Revolving
Obligations are being reallocated among the Revolving Loans and the Term Loan
effective as of the Closing Date as follows: (x) $100,000,000 of the Existing
Revolving Obligations shall be deemed to be the principal balance of the Term
Loan and (y) $41,000,000 of the Existing Revolving Obligations shall be deemed
to be the principal balance of the Revolving Loans. The Term Loan shall be
deemed fully funded as of the Closing Date. The Borrower, the Administrative
Agent and the Lenders acknowledge and agree that all interest, fees, costs and
reimbursable expenses accruing or arising under the Existing Credit Agreement
which remain unpaid and outstanding as of the Closing Date shall be and remain
outstanding and payable under this Agreement and the other Loan Documents;
provided that upon the effectiveness of this Agreement, the Existing Revolving
Obligations consisting of Eurodollar Borrowings (under and as defined in the
Existing Credit Agreement) shall accrue interest at the Adjusted LIBO Rate
(under and as defined in the Existing Credit Agreement) plus the Applicable
Margin (under and as defined in this Agreement) with respect to each Interest
Period for such Eurodollar Borrowings until such time as such Interest Periods
in effect on the Closing Date expire.

                  Section 1.6. Interrelationship with the Existing Credit
Agreement. This Agreement is intended to amend and restate the provisions of the
Existing Credit Agreement and, except as expressly set forth herein, (i) all of
the terms and provisions of the Existing Credit Agreement shall continue to
apply for the period prior to the Closing Date, including any determinations of
interest rates, fees, Events of Default, or any other amounts that may be
payable to the Existing Agent or the Existing Lenders and (ii) as of the Closing
Date, all terms and conditions set forth in the Existing Credit Agreement shall
be of no further force and effect, it being understood that all duties and
liabilities of Borrower with respect to the Obligations from and after the
Closing Date shall be governed by this Agreement.

                  Section 1.7. True-Up Adjustment. Each of the parties hereto
  acknowledge that certain of the Lenders are not Existing Lenders and that the
  Pro Rata Shares have been adjusted from the Pro Rata Shares under the Existing
  Credit Agreement. Accordingly, on the Closing Date, the Lenders identified on
  Annex I attached hereto as Purchasing Lenders shall purchase an aggregate
  amount of Loans consisting of Existing Revolving Obligations from the Lenders
  identified as Selling Lenders on Annex I in the amounts specified in Annex I
  and the Selling Lenders shall sell and assign such amount of Loans consisting
  of Existing Revolving Obligations to the Purchasing Lenders. Such purchase and
  assignment shall be effected by delivery by the Purchasing Lenders to the
  Administrative Agent via wire transfer in immediately available funds on the
  Agreement Date of the amount corresponding to each Purchasing Lender on Annex
  I and, upon receipt of such funds, the Administrative Agent shall deliver to
  each Selling Lender on the Agreement Date via wire transfer in immediately
  available funds the amount corresponding to each Selling Lender on Annex I.
  Such purchase and sale shall be without recourse to, or warranty of, any
  Selling Lender, except that each Selling Lender represents that it is the
  legal and beneficial owner of the Loans being assigned and that such Loans are
  free and clear of any adverse claim created by such Selling Lender. Each
  Purchasing Lender's obligation to purchase the interests set forth in Annex I
  from the Selling Lenders shall be absolute and unconditional and shall not be
  affected by any circumstance, including without limitation (i) any setoff,
  counterclaim, recoupment, defense or other right that such Purchasing Lender
  or any other Person may have or claim against the Selling Lender, the Borrower
  or any other Person for any reason whatsoever, (ii) the existence of a Default
  or an Event of Default or the termination of any Lender's Commitment, (iii)
  the existence (or alleged existence) of any event or condition which has had
  or could reasonably be expected to have a Material Adverse Effect, (iv) any
  breach of this Agreement or any other Loan Document by the Borrower, the
  Administrative Agent or any Lender or (v) any other circumstance, happening or
  event whatsoever, whether or not similar to any of the foregoing. If such
  amount is not in fact made available to the Selling Lender by any Purchasing
  Lender, the Selling Lender shall be entitled to recover such amount on demand
  from such Purchasing Lender, together with accrued interest thereon for each
  day from the date of demand thereof at the Federal Funds Rate. In addition,
  immediately upon the effectiveness of this Agreement, each of the Lenders
  shall be deemed to own a participating interest in all outstanding Letters of
  Credit on the Closing Date equal to such Lender's Revolving Commitment
  Percentage of the aggregate amount available to be drawn under such Letters of
  Credit.

                                   ARTICLE II

                       AMOUNT AND TERMS OF THE COMMITMENTS

                  Section 2.1. General Description of Facilities. Subject to and
upon the terms and conditions herein set forth, (A) (i) the Lenders hereby
establish in favor of the Borrower a revolving credit facility pursuant to which
the Lenders severally agree (to the extent of each Lender's Revolving Commitment
Percentage up to such Lender's Revolving Commitment) to make Revolving Loans to
the Borrower in accordance with Section 2.2, (ii) the Issuing Bank agrees to
issue Letters of Credit in accordance with Section 2.22, (iii) the Swingline
Lender agrees to make Swingline Loans in accordance with Section 2.4, and (iv)
each Lender agrees to purchase a participation interest in the Letters of Credit
and the Swingline Loans pursuant to the terms and conditions hereof; provided,
that in no event shall the aggregate principal amount of all outstanding
Revolving Loans, Swingline Loans and outstanding LC Exposure exceed at any time
the Aggregate Revolving Commitments from time to time in effect, and (B) each
Lender severally agrees to make a Term Loan to the Borrower in a principal
amount equal to such Lender's Term Loan Commitment on the Closing Date.

                  Section 2.2. Commitments. (a) Subject to the terms and
conditions set forth herein (including, without limitation, Section 1.5 hereof),
each Lender severally agrees to make Revolving Loans to the Borrower, from time
to time during the Availability Period, in an aggregate principal amount
outstanding at any time that will not result in (a) such Lender's Revolving
Credit Exposure exceeding such Lender's Revolving Commitment or (b) the sum of
the aggregate Revolving Credit Exposures of all Lenders exceeding the Aggregate
Revolving Commitments. During the Availability Period, the Borrower shall be
entitled to borrow, prepay and reborrow Revolving Loans in accordance with the
terms and conditions of this Agreement; provided, that the Borrower may not
borrow or reborrow should there exist a Default or Event of Default.

                  (b) Subject to the terms and conditions set forth herein
(including, without limitation, Section 1.5 hereof), each Lender severally
agrees to make a single loan (each, a "Term Loan") to the Borrower on the
Closing Date in a principal amount equal to the Term Loan Commitment of such
Lender; provided, that if for any reason the full amount of such Lender's Term
Loan Commitment is not fully drawn on the Closing Date, the undrawn portion
thereof shall automatically be cancelled. The Term Loans may be, from time to
time, Base Rate Loans or Eurodollar Loans or a combination thereof; provided,
that on the Closing Date, subject to Section 1.5 hereof, all Term Loans shall be
Base Rate Loans unless the Administrative Agent shall have received written
notice from the Borrower prior to 11:00 a.m. three (3) Business Days prior to
the Closing Date that such Term Loans are to be Eurodollar Loans, such notice to
contain substantially the same information as is required under Section 2.3 for
Revolving Borrowings as well as an agreement from the Borrower to indemnify the
Agent and each of the Lenders in a manner consistent with Section 2.18 hereof
for any loss, cost or expense resulting from the failure by the Borrower to
borrow such Eurodollar Loan on the date specified in such notice. The execution
and delivery of this Agreement by the Borrower and the satisfaction of all
conditions precedent pursuant to Section 3.1 shall be deemed to constitute the
Borrower's request to borrow the Term Loans on the Closing Date.

                  Section 2.3.      Procedure for Revolving Borrowings.

                  The Borrower shall give the Administrative Agent written
notice (or telephonic notice promptly confirmed in writing) of each Revolving
Borrowing substantially in the form of Exhibit 2.3 attached hereto (a "Notice of
Revolving Borrowing") (x) prior to 11:00 a.m. one (1) Business Day prior to the
requested date of each Base Rate Borrowing and (y) prior to 11:00 a.m. three (3)
Business Days prior to the requested date of each Eurodollar Borrowing. Each
Notice of Revolving Borrowing shall be irrevocable and shall specify: (i) the
aggregate principal amount of such Borrowing, (ii) the date of such Borrowing
(which shall be a Business Day), (iii) the Type of such Revolving Loan
comprising such Borrowing and (iv) in the case of a Eurodollar Borrowing, the
duration of the initial Interest Period applicable thereto (subject to the
provisions of the definition of Interest Period). Each Revolving Borrowing shall
consist entirely of Base Rate Loans or Eurodollar Loans, as the Borrower may
request. The aggregate principal amount of each Eurodollar Borrowing shall be
not less than $5,000,000 or a larger multiple of $1,000,000, and the aggregate
principal amount of each Base Rate Borrowing shall not be less than $1,000,000
or a larger multiple of $100,000; provided, that Base Rate Loans made pursuant
to Section 2.5 or Section 2.22(c) may be made in lesser amounts as provided
therein; provided further, that in the case of each Eurodollar Borrowing
consisting of a Term Loan, the aggregate principal amount of each such
Eurodollar Borrowing shall be not less than $5,000,000 or a larger multiple of
$250,000. Promptly following the receipt of a Notice of Revolving Borrowing in
accordance herewith, the Administrative Agent shall advise each Lender of the
details thereof and the amount of such Lender's Revolving Loan to be made as
part of the requested Revolving Borrowing.

                  Section 2.4. Swingline Commitment. Subject to the terms and
conditions set forth herein, the Swingline Lender agrees to make Swingline Loans
to the Borrower, from time to time during the period from the Closing Date to
but excluding the Swingline Termination Date, in an aggregate principal amount
outstanding at any time not to exceed the lesser of (i) the Swingline Commitment
then in effect and (ii) the difference between the Aggregate Revolving
Commitments and the aggregate Revolving Credit Exposures of all Lenders;
provided, that the Swingline Lender shall not be required to make a Swingline
Loan to refinance an outstanding Swingline Loan. The Borrower shall be entitled
to borrow, repay and reborrow Swingline Loans in accordance with the terms and
conditions of this Agreement.

                  Section 2.5. Procedure for Swingline Borrowing; Etc. (a)
Unless otherwise agreed to by the Borrower and the Administrative Agent, the
Borrower shall give the Administrative Agent written notice (or telephonic
notice promptly confirmed in writing) of each Swingline Borrowing ("Notice of
Swingline Borrowing") prior to 10:00 a.m. on the requested date of each
Swingline Borrowing. Each Notice of Swingline Borrowing shall be irrevocable and
shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of
such Swingline Loan (which shall be a Business Day) and (iii) the account of the
Borrower to which the proceeds of such Swingline Loan should be credited. The
Administrative Agent will promptly advise the Swingline Lender of each Notice of
Swingline Borrowing. Each Swingline Loan shall accrue interest at the Base Rate
or any other interest rate as agreed between the Borrower and the Swingline
Lender (the "Offered Rate") and shall have an Interest Period (subject to the
definition thereof) as agreed between the Borrower and the Swingline Lender. The
Swingline Lender will make the proceeds of each Swingline Loan available to the
Borrower in Dollars in immediately available funds at the account specified by
the Borrower in the applicable Notice of Swingline Borrowing not later than 1:00
p.m. on the requested date of such Swingline Loan. Notwithstanding the
foregoing, the Swingline Lender shall have no obligation to make, and hereby
agrees that it shall not make, any Swingline Loan to the Borrower to the extent
the applicable conditions precedent set forth in Section 3.2 have not been, to
the actual knowledge of the Swingline Lender, satisfied or waived as of the
requested date of such Swingline Borrowing. The Administrative Agent will notify
the Lenders on a quarterly basis if any Swingline Loans occurred during such
quarter.

                  (b) If (i) any Swingline Loan matures and remains unpaid, (ii)
any Default or Event of Default occurs or (iii) the Swingline Lender's total
amount of outstanding aggregate Revolving Credit Exposures and Swingline Loans
exceed the Swingline Lender's Revolving Commitment, then the Swingline Lender,
may, on behalf of the Borrower (which hereby irrevocably authorizes and directs
the Swingline Lender to act on its behalf), give a Notice of Revolving Borrowing
to the Administrative Agent requesting the Lenders (including the Swingline
Lender) to make Base Rate Loans in an amount equal to the unpaid principal
amount of any Swingline Loan. Each Lender will make the proceeds of its Base
Rate Loan included in such Borrowing available to the Administrative Agent for
the account of the Swingline Lender in accordance with Section 2.6, which will
be used solely for the repayment of such Swingline Loan.

                  (c) If for any reason a Base Rate Borrowing may not be (as
determined in the sole discretion of the Administrative Agent), or is not, made
in accordance with the foregoing provisions, then each Lender (other than the
Swingline Lender) shall purchase an undivided participating interest in such
Swingline Loan in an amount equal to its Revolving Commitment Percentage thereof
on the date that such Base Rate Borrowing should have occurred. On the date of
such required purchase, each Lender shall promptly transfer, in immediately
available funds, the amount of its participating interest to the Administrative
Agent for the account of the Swingline Lender. If such Swingline Loan bears
interest at a rate other than the Base Rate, such Swingline Loan shall
automatically become a Base Rate Loan on the effective date of any such
participation and interest shall become payable on demand.

                  (d) Each Lender's obligation to make a Base Rate Loan pursuant
to Section 2.5(b) or to purchase the participating interests pursuant to Section
2.5(c) shall be absolute and unconditional and shall not be affected by any
circumstance, including without limitation (i) any setoff, counterclaim,
recoupment, defense or other right that such Lender or any other Person may have
or claim against the Swingline Lender, the Borrower or any other Person for any
reason whatsoever, (ii) the existence of a Default or an Event of Default or the
termination of any Lender's Revolving Commitment, (iii) the existence (or
alleged existence) of any event or condition which has had or could reasonably
be expected to have a Material Adverse Effect, (iv) any breach of this Agreement
or any other Loan Document by the Borrower, the Administrative Agent or any
Lender or (v) any other circumstance, happening or event whatsoever, whether or
not similar to any of the foregoing. If such amount is not in fact made
available to the Swingline Lender by any Lender, the Swingline Lender shall be
entitled to recover such amount on demand from such Lender, together with
accrued interest thereon for each day from the date of demand thereof at the
Federal Funds Rate. Until such time as such Lender makes its required payment,
the Swingline Lender shall be deemed to continue to have outstanding Swingline
Loans in the amount of the unpaid participation for all purposes of the Loan
Documents. In addition, such Lender shall be deemed to have assigned any and all
payments made of principal and interest on its Loans and any other amounts due
to it hereunder, to the Swingline Lender to fund the amount of such Lender's
participation interest in such Swingline Loans that such Lender failed to fund
pursuant to this Section, until such amount has been purchased in full.

                  Section 2.6.      Funding of Borrowings.

                  (a) Each Lender will make available each Loan to be made by it
hereunder on the proposed date thereof by wire transfer in immediately available
funds by 11:00 a.m. to the Administrative Agent at the Payment Office; provided,
that the Swingline Loans will be made as set forth in Section 2.5. The
Administrative Agent will make such Loans available to the Borrower by promptly
crediting the amounts that it receives, in like funds by the close of business
on such proposed date, to an account maintained by the Borrower with the
Administrative Agent or at the Borrower's option, by effecting a wire transfer
of such amounts to an account designated by the Borrower to the Administrative
Agent.

                   (b) Unless the Administrative Agent shall have been notified
by any Lender prior to 5 p.m. one (1) Business Day prior to the date of a
Borrowing in which such Lender is participating that such Lender will not make
available to the Administrative Agent such Lender's share of such Borrowing, the
Administrative Agent may assume that such Lender has made such amount available
to the Administrative Agent on such date, and the Administrative Agent, in
reliance on such assumption, may make available to the Borrower on such date a
corresponding amount. If such corresponding amount is not in fact made available
to the Administrative Agent by such Lender on the date of such Borrowing, the
Administrative Agent shall be entitled to recover such corresponding amount on
demand from such Lender together with interest at the Federal Funds Rate for up
to two (2) days and thereafter at the rate specified for such Borrowing. If such
Lender does not pay such corresponding amount forthwith upon the Administrative
Agent's demand therefor, the Administrative Agent shall promptly notify the
Borrower, and the Borrower shall immediately pay such corresponding amount to
the Administrative Agent together with interest at the rate specified for such
Borrowing. Nothing in this subsection shall be deemed to relieve any Lender from
its obligation to fund its share of any Borrowing hereunder or to prejudice any
rights which the Borrower may have against any Lender as a result of any default
by such Lender hereunder.

                  (c) All Revolving Borrowings shall be made by the Lenders on
the basis of their respective Revolving Commitment Percentages. No Lender shall
be responsible for any default by any other Lender in its obligations hereunder,
and each Lender shall be obligated to make its Loans provided to be made by it
hereunder, regardless of the failure of any other Lender to make its Loans
hereunder.

                  Section 2.7.  Interest Elections.
                                ------------------

                  (a) Subject to Section 1.5 hereof, each Borrowing initially
shall be of the Type specified in the applicable Notice of Borrowing (or, in the
case of a Term Loan, as selected by the Borrower in accordance with Section
2.2(b) hereof), and in the case of a Eurodollar Borrowing, shall have an initial
Interest Period as specified in such Notice of Borrowing (or, in the case of a
Term Loan, as selected by the Borrower in accordance with Section 2.2(b)
hereof). Thereafter, the Borrower may elect to convert such Borrowing into a
different Type or to continue such Borrowing, and in the case of a Eurodollar
Borrowing, may elect Interest Periods therefor, all as provided in this Section.
The Borrower may elect different options with respect to different portions of
the affected Borrowing, in which case each such portion shall be allocated
ratably among the Lenders holding Loans comprising such Borrowing, and the Loans
comprising each such portion shall be considered a separate Borrowing. This
Section shall NOT apply to Swingline Borrowings, which may not be converted or
continued. At no time shall the total number of Eurodollar Borrowings
outstanding at any time exceed twelve.

                  (b) To make an election pursuant to this Section, the Borrower
shall give the Administrative Agent prior written notice (or telephonic notice
promptly confirmed in writing) of each Borrowing (a "Notice of
Conversion/Continuation") that is to be converted or continued, as the case may
be, (x) prior to 11:00 a.m. one (1) Business Day prior to the requested date of
a conversion into a Base Rate Borrowing and (y) prior to 11:00 a.m. three (3)
Business Days prior to a continuation of or conversion into a Eurodollar
Borrowing. Each such Notice of Conversion/Continuation shall be irrevocable and
shall specify (i) the Borrowing to which such Notice of Continuation/Conversion
applies and if different options are being elected with respect to different
portions thereof, the portions thereof that are to be allocated to each
resulting Borrowing (in which case the information to be specified pursuant to
clauses (iii) and (iv) shall be specified for each resulting Borrowing); (ii)
the effective date of the election made pursuant to such Notice of
Continuation/Conversion, which shall be a Business Day, (iii) whether the
resulting Borrowing is to be a Base Rate Borrowing or a Eurodollar Borrowing;
and (iv) if the resulting Borrowing is to be a Eurodollar Borrowing, the
Interest Period applicable thereto after giving effect to such election, which
shall be a period contemplated by the definition of "Interest Period". If any
such Notice of Continuation/Conversion requests a Eurodollar Borrowing but does
not specify an Interest Period, the Borrower shall be deemed to have selected an
Interest Period of one month. The principal amount of any resulting Borrowing
shall satisfy the minimum borrowing amount for Eurodollar Borrowings and Base
Rate Borrowings set forth in Section 2.3.

                  (c) If, on the expiration of any Interest Period in respect of
any Eurodollar Borrowing, the Borrower shall have failed to deliver a Notice of
Conversion/ Continuation, then, unless such Borrowing is repaid as provided
herein, the Borrower shall be deemed to have elected to convert such Borrowing
to a Base Rate Borrowing. No Borrowing may be converted into, or continued as, a
Eurodollar Borrowing if a Default or an Event of Default exists, unless the
Administrative Agent and each of the Lenders shall have otherwise consented in
writing. No conversion of any Eurodollar Loans shall be permitted except on the
last day of the Interest Period in respect thereof.

                  (d) Upon receipt of any Notice of Conversion/Continuation, the
Administrative Agent shall promptly notify each Lender of the details thereof
and of such Lender's portion of each resulting Borrowing.

                 Section 2.8. Optional Reduction and Termination of Commitments.
                               -------------------------------------------------

                  (a) Unless previously terminated, all Revolving Commitments
and the Swingline Commitment shall terminate on the Commitment Termination Date.
The Term Loan Commitments shall terminate on the Closing Date upon the making of
the Term Loans pursuant to Section 2.2.

                  (b) Upon at least three (3) Business Days' prior written
notice (or telephonic notice promptly confirmed in writing) to the
Administrative Agent (which notice shall be irrevocable), the Borrower may
reduce the Aggregate Revolving Commitments in part or terminate the Aggregate
Revolving Commitments in whole; provided, that (i) any partial reduction shall
apply to reduce proportionately and permanently the Revolving Commitment of each
Lender, (ii) any partial reduction pursuant to this Section 2.8 shall be in an
amount of at least $5,000,000 and any larger multiple of $1,000,000, and (iii)
no such reduction shall be permitted which would reduce the Aggregate Revolving
Commitments to an amount less than the outstanding Revolving Credit Exposures of
all Lenders.

                  Section 2.9. Repayment of Loans.
                               ------------------

                  (a) The outstanding principal amount of all Revolving Loans
shall be due and payable (together with accrued and unpaid interest thereon) on
the Commitment Termination Date.

                  (b) The principal amount of each Swingline Borrowing shall be
due and payable (together with accrued interest thereon) on the earlier of (i)
the last day of the Interest Period applicable to such Borrowing and (ii) the
Commitment Termination Date.

                  (c) The Borrower unconditionally promises to pay to the
Administrative Agent for the account of each Lender the then unpaid principal
amount of the Term Loan in nineteen (19) equal installments of $1,250,000
payable on the last day of each calendar quarter, commencing on March 31, 2004,
with all unpaid principal due and payable on the Maturity Date.

                  Section 2.10. Evidence of Indebtedness. (a) Each Lender shall
maintain in accordance with its usual practice appropriate records evidencing
the indebtedness of the Borrower to such Lender resulting from each Loan made by
such Lender from time to time, including the amounts of principal and interest
payable thereon and paid to such Lender from time to time under this Agreement.
The Administrative Agent shall maintain appropriate records in which shall be
recorded (i) the Revolving Commitment and Term Loan Commitment of each Lender,
(ii) the amount of each Loan made hereunder by each Lender, the Class and Type
thereof and the Interest Period applicable thereto, (iii) the date of each
continuation thereof pursuant to Section 2.7, (iv) the date of each conversion
of all or a portion thereof to another Type pursuant to Section 2.7, (v) the
date and amount of any principal or interest due and payable or to become due
and payable from the Borrower to each Lender hereunder in respect of such Loans
and (vi) both the date and amount of any sum received by the Administrative
Agent hereunder from the Borrower in respect of the Loans and each Lender's Pro
Rata Share thereof. The entries made in such records shall be prima facie
evidence of the existence and amounts of the obligations of the Borrower therein
recorded; provided, that the failure or delay of any Lender or the
Administrative Agent in maintaining or making entries into any such record or
any error therein shall not in any manner affect the obligation of the Borrower
to repay the Loans (both principal and unpaid accrued interest) of such Lender
in accordance with the terms of this Agreement.

                  (b) At the request of any Lender (including the Swingline
Lender) at any time, the Borrower agrees that it will execute and deliver to
such Lender a Revolving Credit Note and/or a Term Loan Note and, in the case of
the Swingline Lender only, a Swingline Note, payable to the order of such
Lender.

                  Section 2.11. Optional Prepayments. The Borrower shall have
the right at any time and from time to time to prepay any Borrowing as
designated by the Borrower, in whole or in part, without premium or penalty, by
giving irrevocable written notice (or telephonic notice promptly confirmed in
writing) to the Administrative Agent no later than (i) in the case of prepayment
of any Eurodollar Borrowing, 11:00 a.m. not less than three (3) Business Days
prior to any such prepayment, (ii) in the case of any prepayment of any Base
Rate Borrowing, not less than one Business Day prior to the date of such
prepayment, and (iii) in the case of Swingline Borrowings, prior to 11:00 a. m.
on the date of such prepayment; provided, that any prepayment of Eurodollar
Borrowings must be in an amount of at least $5,000,000 and any larger multiple
of $1,000,000 and any prepayment of Base Rate Borrowings must be in an amount of
at least $1,000,000 and any larger multiple of $100,000. Each such notice shall
be irrevocable and shall specify the proposed date of such prepayment and the
principal amount of each Borrowing or portion thereof to be prepaid. Upon
receipt of any such notice, the Administrative Agent shall promptly notify each
affected Lender of the contents thereof and of such Lender's share of any such
prepayment. If such notice is given, the aggregate amount specified in such
notice shall be due and payable on the date designated in such notice, together
with accrued interest to such date on the amount so prepaid in accordance with
Section 2.12; provided, that if a Eurodollar Borrowing is prepaid on a date
other than the last day of an Interest Period applicable thereto, the Borrower
shall also pay all amounts required pursuant to Section 2.18. Each partial
prepayment of any Loan (other than a Swingline Loan) shall be in an amount that
would be permitted in the case of an advance of a Revolving Borrowing of the
same Type pursuant to Section 2.2 or in the case of a Swingline Loan pursuant to
Section 2.5. Each prepayment of a Borrowing shall be applied ratably to the
Loans comprising such Borrowing, and in the case of a prepayment of a Term Loan
Borrowing, to principal installments on a pro rata basis.

                  Section 2.12.     Interest on Loans.
                                    -----------------

                  (a) Subject to Section 1.5 hereof, the Borrower shall pay
interest on each Base Rate Loan at the Base Rate in effect from time to time and
on each Eurodollar Loan at the Adjusted LIBO Rate for the applicable Interest
Period in effect for such Loan, plus, in the case of a Eurodollar Loan, the
Applicable Margin in effect from time to time.

                  (b) The Borrower shall pay interest on each Swingline Loan at
the Base Rate or Offered Rate in effect from time to time.

                  (c) While an Event of Default exists or after acceleration, at
the option of the Required Lenders, the Borrower shall pay interest ("Default
Interest") with respect to all Eurodollar Loans at the rate otherwise applicable
for the then-current Interest Period plus an additional 2% per annum until the
last day of such Interest Period, and thereafter, and with respect to all Base
Rate Loans and Offered Rate Loans (including all Swingline Loans) and all other
Obligations hereunder (other than Loans), at an all-in rate in effect for Base
Rate Loans, plus an additional 2% per annum.

                  (d) Interest on the principal amount of all Loans shall accrue
from and including the date such Loans are made to but excluding the date of any
repayment thereof. Interest on all outstanding Base Rate Loans shall be payable
quarterly in arrears on the last day of each March, June, September and December
and on the Commitment Termination Date or the Maturity Date, as applicable.
Interest on all outstanding Eurodollar Loans shall be payable on the last day of
each Interest Period applicable thereto, and, in the case of any Eurodollar
Loans having an Interest Period in excess of three months, on each day which
occurs every three months, after the initial date of such Interest Period, and
on the Commitment Termination Date or the Maturity Date, as applicable. Interest
on each Swingline Loan shall be payable on the maturity date of such Loan, which
shall be the last day of the Interest Period applicable thereto, and on the
Swingline Termination Date. Interest on any Loan which is converted into a Loan
of another Type or which is repaid or prepaid shall be payable on the date of
such conversion or on the date of any such repayment or prepayment (on the
amount repaid or prepaid) thereof. All Default Interest shall be payable on
demand.

                  (e) The Administrative Agent shall determine each interest
rate applicable to the Loans hereunder and shall promptly notify the Borrower
and the Lenders of such rate in writing (or by telephone, promptly confirmed in
writing). Any such determination shall be conclusive and binding for all
purposes, absent manifest error.

                  Section 2.13.     Fees.
                                    ----

                  (a) The Borrower shall pay to the Administrative Agent for its
own account fees in the amounts and at the times previously agreed upon between
the Borrower and the Administrative Agent.

                  (b) Commitment Fee. The Borrower agrees to pay to the
Administrative Agent for the account of each Lender a commitment fee, which
shall accrue at the Applicable Percentage on the daily amount of the unused
Revolving Commitment of such Lender during the Availability Period. Accrued
commitment fees shall be payable in arrears on the last day of each March, June,
September and December of each year and on the Commitment Termination Date,
commencing on the first such date after the Closing Date. For purposes of
computing commitment fees with respect to the Revolving Commitments, (i) the
Revolving Commitment of each Lender shall be deemed used to the extent of the
outstanding Revolving Loans and LC Exposure of such Lender and (ii) Swingline
Loans will not be deemed used for purposes of the Revolving Commitment.

                  (c) Letter of Credit Fees. The Borrower agrees to pay (i) to
the Administrative Agent, for the account of each Lender, a letter of credit fee
with respect to its participation in each Letter of Credit, which shall accrue
at the Applicable Margin then in effect on the average daily amount of such
Lender's LC Exposure (excluding any portion thereof attributable to unreimbursed
LC Disbursements) attributable to such Letter of Credit during the period from
and including the date of issuance of such Letter of Credit to but excluding the
date on which such Letter expires or is drawn in full (including without
limitation any LC Exposure that remains outstanding after the Commitment
Termination Date) and (ii) to the Issuing Bank for its own account a fronting
fee, which shall accrue at the rate of 0.125% per annum on the average daily
amount of the LC Exposure (excluding any portion thereof attributable to
unreimbursed LC Disbursements) during the Availability Period (or until the date
that such Letter of Credit is irrevocably cancelled, whichever is later), as
well as the Issuing Bank's standard fees with respect to issuance, amendment,
renewal or extension of any Letter of Credit or processing of drawings
thereunder.

                  (d) Payments. Accrued fees shall be payable quarterly in
arrears on the last day of each March, June, September and December, commencing
on March 31, 2004 and on the Commitment Termination Date (and if later, the date
the Loans and LC Exposure shall be repaid in their entirety).

                  Section 2.14.  Computation of Interest and Fees.
                                 --------------------------------

                  Interest based on the prime rate hereunder shall be computed
on the basis of a year of 365 days (or 366 days in a leap year) and paid for the
actual number of days elapsed (including the first day but excluding the last
day). All other interest (including any interest at the Adjusted LIBO Rate) and
all fees shall be computed on the basis of a year of 360 days and paid for the
actual number of days elapsed (including the first day but excluding the last
day). Each determination by the Administrative Agent of an interest amount or
fee hereunder shall be made in good faith and, except for manifest error, shall
be final, conclusive and binding for all purposes.

                  Section 2.15.     Inability to Determine  Interest  Rates.
                                    ---------------------------------------
If prior to the  commencement  of any Interest Period for any Eurodollar
Borrowing,

                  (i) the Administrative Agent shall have determined (which
         determination shall be conclusive and binding upon the Borrower) that,
         by reason of circumstances affecting the relevant interbank market,
         adequate means do not exist for ascertaining LIBOR for such Interest
         Period, or

                  (ii) the Administrative Agent shall have received notice from
         the Required Lenders that the Adjusted LIBO Rate does not adequately
         and fairly reflect the cost to such Lenders (or Lender, as the case may
         be) of making, funding or maintaining their (or its, as the case may
         be) Eurodollar Loans for such Interest Period,

the Administrative Agent shall give written notice (or telephonic notice,
promptly confirmed in writing) to the Borrower and to the Lenders as soon as
practicable thereafter. In the case of Eurodollar Loans, until the
Administrative Agent shall notify the Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) the obligations of
the Lenders to make Eurodollar Revolving Loans or to continue or convert
outstanding Loans as or into Eurodollar Loans shall be suspended and (ii) all
such affected Loans shall be converted into Base Rate Loans on the last day of
the then current Interest Period applicable thereto unless the Borrower prepays
such Loans in accordance with this Agreement. Unless the Borrower notifies the
Administrative Agent at least one Business Day before the date of any Eurodollar
Revolving Borrowing for which a Notice of Revolving Borrowing has previously
been given that it elects not to borrow on such date, then such Revolving
Borrowing shall be made as a Base Rate Borrowing.

                  Section 2.16. Illegality. If any Change in Law shall make it
unlawful or impossible for any Lender to make, maintain or fund any Eurodollar
Loan and such Lender shall so notify the Administrative Agent, the
Administrative Agent shall promptly give notice thereof to the Borrower and the
other Lenders, whereupon until such Lender notifies the Administrative Agent and
the Borrower that the circumstances giving rise to such suspension no longer
exist, the obligation of such Lender to make Eurodollar Revolving Loans, or to
continue or convert outstanding Loans as or into Eurodollar Loans, shall be
suspended. In the case of the making of a Eurodollar Revolving Borrowing, such
Lender's Revolving Loan shall be made as a Base Rate Loan as part of the same
Revolving Borrowing for the same Interest Period and if the affected Eurodollar
Loan is then outstanding, such Loan shall be converted to a Base Rate Loan
either (i) on the last day of the then current Interest Period applicable to
such Eurodollar Loan if such Lender may lawfully continue to maintain such Loan
to such date or (ii) immediately if such Lender shall determine that it may not
lawfully continue to maintain such Eurodollar Loan to such date. Notwithstanding
the foregoing, the affected Lender shall, prior to giving such notice to the
Administrative Agent, designate a different Applicable Lending Office if such
designation would avoid the need for giving such notice and if such designation
would not otherwise be disadvantageous to such Lender in the good faith exercise
of its discretion.

                  Section 2.17.     Increased Costs.
                                    ---------------

(a) If any Change in Law shall:

                  (i) impose, modify or deem applicable any reserve, special
         deposit or similar requirement that is not otherwise included in the
         determination of the Adjusted LIBO Rate hereunder against assets of,
         deposits with or for the account of, or credit extended by, any Lender
         (except any such reserve requirement reflected in the Adjusted LIBO
         Rate) or the Issuing Bank; or

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

and the result of the foregoing is to increase the cost to such Lender of
making, converting into, continuing or maintaining a Eurodollar Loan or to
increase the cost to such Lender or the Issuing Bank of participating in or
issuing any Letter of Credit or to reduce the amount received or receivable by
such Lender or the Issuing Bank hereunder (whether of principal, interest or any
other amount), then the Borrower shall promptly pay, upon written notice from
and demand by such Lender on the Borrower (with a copy of such notice and demand
to the Administrative Agent), to the Administrative Agent for the account of
such Lender, within five Business Days after the date of such notice and demand,
additional amount or amounts sufficient to compensate such Lender or the Issuing
Bank, as the case may be, for such additional costs incurred or reduction
suffered.

                  (b) If any Lender or the Issuing Bank shall have determined
that on or after the date of this Agreement any Change in Law regarding capital
requirements has or would have the effect of reducing the rate of return on such
Lender's or the Issuing Bank's capital (or on the capital of such Lender's or
the Issuing Bank's parent corporation) as a consequence of its obligations
hereunder or under or in respect of any Letter of Credit to a level below that
which such Lender or the Issuing Bank or such Lender's or the Issuing Bank's
parent corporation could have achieved but for such Change in Law (taking into
consideration such Lender's or the Issuing Bank's policies or the policies of
such Lender's or the Issuing Bank's parent corporation with respect to capital
adequacy) by an amount deemed by such Lender to be material, then, from time to
time, within five (5) Business Days after receipt by the Borrower of written
demand by such Lender (with a copy thereof to the Administrative Agent), the
Borrower shall pay to such Lender such additional amounts as will compensate
such Lender or the Issuing Bank or such Lender's or the Issuing Bank's parent
corporation for any such reduction suffered.

                  (c) A certificate of a Lender or the Issuing Bank setting
forth the amount or amounts necessary to compensate such Lender or the Issuing
Bank or such Lender's or the Issuing Bank's parent corporation, as the case may
be, specified in paragraph (a) or (b) of this Section shall be delivered to the
Borrower (with a copy to the Administrative Agent) and shall be conclusive,
absent manifest error. The Borrower shall pay any such Lender or the Issuing
Bank, as the case may be, such amount or amounts within 10 days after receipt
thereof.

                   (d) Failure or delay on the part of any Lender or the Issuing
Bank to demand compensation pursuant to this Section shall not constitute a
waiver of such Lender's or the Issuing Bank's right to demand such compensation;
provided, that the Borrower shall not be required to compensate a Lender or the
Issuing Bank under this Section for any increased costs or reductions incurred
more than six (6) months prior to the date that such Lender or the Issuing Bank
notifies the Borrower of such increased costs or reductions and of such Lender's
or the Issuing Bank's intention to claim compensation therefor; provided
further, that if the Change in Law giving rise to such increased costs or
reductions is retroactive, then such six-month period shall be extended to
include the period of such retroactive effect.

                  Section 2.18. Funding Indemnity. In the event of (a) the
payment of any principal of a Eurodollar Loan other than on the last day of the
Interest Period applicable thereto (including as a result of an Event of
Default), (b) the conversion or continuation of a Eurodollar Loan other than on
the last day of the Interest Period applicable thereto, or (c) the failure by
the Borrower to borrow, prepay, convert or continue any Eurodollar Loan on the
date specified in any applicable notice (regardless of whether such notice is
withdrawn or revoked), then, in any such event, the Borrower shall compensate
each Lender, within five (5) Business Days after written demand from such
Lender, for any loss, cost or expense attributable to such event. In the case of
a Eurodollar Loan, such loss, cost or expense shall be deemed to include an
amount determined by such Lender to be the excess, if any, of (A) the amount of
interest that would have accrued on the principal amount of such Eurodollar Loan
if such event had not occurred at the Adjusted LIBO Rate applicable to such
Eurodollar Loan for the period from the date of such event to the last day of
the then current Interest Period therefor (or in the case of a failure to
borrow, convert or continue, for the period that would have been the Interest
Period for such Eurodollar Loan) over (B) the amount of interest that would
accrue on the principal amount of such Eurodollar Loan for the same period if
the Adjusted LIBO Rate were set on the date such Eurodollar Loan was prepaid or
converted or the date on which the Borrower failed to borrow, convert or
continue such Eurodollar Loan. A certificate as to any additional amount payable
under this Section 2.18 submitted to the Borrower by any Lender shall be
conclusive, absent manifest error.

                  Section 2.19.     Taxes.
                                    -----

                  (a) Any and all payments by or on account of any obligation of
the Borrower hereunder shall be made free and clear of and without deduction for
any Indemnified Taxes or Other Taxes; provided, that if the Borrower shall be
required to deduct any Indemnified Taxes or Other Taxes from such payments, then
(i) the sum payable shall be increased as necessary so that after making all
required deductions (including deductions applicable to additional sums payable
under this Section) the Administrative Agent, any Lender or the Issuing Bank (as
the case may be) shall receive an amount equal to the sum it would have received
had no such deductions been made, (ii) the Borrower shall make such deductions
and (iii) the Borrower shall pay the full amount deducted to the relevant
Governmental Authority in accordance with applicable law.

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

                  (c) The Borrower shall indemnify the Administrative Agent,
each Lender and the Issuing Bank, within five (5) Business Days after written
demand therefor, for the full amount of any Indemnified Taxes or Other Taxes
paid by the Administrative Agent, such Lender or the Issuing Bank, as the case
may be, on or with respect to any payment by or on account of any obligation of
the Borrower hereunder (including Indemnified Taxes or Other Taxes imposed or
asserted on or attributable to amounts payable under this Section) and any
penalties, interest and reasonable expenses arising therefrom or with respect
thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or
legally imposed or asserted by the relevant Governmental Authority. A
certificate as to the amount of such payment or liability delivered to the
Borrower by a Lender or the Issuing Bank, or by the Administrative Agent on its
own behalf or on behalf of a Lender or the Issuing Bank, shall be conclusive
absent manifest error.

                  (d) As soon as practicable after any payment of Indemnified
Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower
shall deliver to the Administrative Agent the original or a certified copy of a
receipt issued by such Governmental Authority evidencing such payment, a copy of
the return reporting such payment or other evidence of such payment reasonably
satisfactory to the Administrative Agent.

                  (e) Any Foreign Lender that is entitled to an exemption from
or reduction of withholding tax under the law of the jurisdiction in which the
Borrower is located, or any treaty to which such jurisdiction is a party, with
respect to payments under this Agreement shall deliver to the Borrower (with a
copy to the Administrative Agent), at the time or times prescribed by applicable
law, such properly completed and executed documentation prescribed by applicable
law or reasonably requested by the Borrower as will permit such payments to be
made without withholding or at a reduced rate. Without limiting the generality
of the foregoing, each Foreign Lender agrees that it will deliver to the
Administrative Agent and the Borrower (or in the case of a Participant, to the
Lender from which the related participation shall have been purchased) two (2)
duly completed copies of Internal Revenue Service Form W-8ECI or W-8BEN, or any
successor form thereto, as the case may be, certifying in each case that such
Foreign Lender is entitled to receive payments made by the Borrower hereunder
and under the Notes payable to it, without deduction or withholding of any
United States federal income taxes and (ii) a duly completed Internal Revenue
Service Form W-8 or W-9, or any successor form thereto, as the case may be, to
establish an exemption from United States backup withholding tax. Each such
Foreign Lender shall deliver to the Borrower and the Administrative Agent such
forms on or before the date that it becomes a party to this Agreement (or in the
case of a Participant, on or before the date such Participant purchases the
related participation). In addition, each such Lender shall deliver such forms
promptly upon the obsolescence or invalidity of any form previously delivered by
such Lender. Each such Lender shall promptly notify the Borrower and the
Administrative Agent at any time that it determines that it is no longer in a
position to provide any previously delivered certificate to the Borrower (or any
other form of certification adopted by the U.S. taxing authorities for such
purpose).

                  Section 2.20.     Payments Generally; Pro Rata Treatment;
                                    Sharing of Set-offs.
                                    ----------------------------------------

                  (a) The Borrower shall make each payment required to be made
by it hereunder (whether of principal, interest, fees or reimbursement of LC
Disbursements, or of amounts payable under Section 2.17, 2.18 or 2.19, or
otherwise) prior to 12:00 noon, on the date when due, in immediately available
funds, without set-off or counterclaim. Any amounts received after such time on
any date may, in the discretion of the Administrative Agent, be deemed to have
been received on the next succeeding Business Day for purposes of calculating
interest thereon. All such payments shall be made to the Administrative Agent at
the Payment Office, except payments to be made directly to the Issuing Bank or
Swingline Lender as expressly provided herein and except that payments pursuant
to Sections 2.17, 2.18 and 2.19 and 10.3 shall be made directly to the Persons
entitled thereto. The Administrative Agent shall distribute any such payments
received by it for the account of any other Person to the appropriate recipient
promptly following receipt thereof. If any payment hereunder shall be due on a
day that is not a Business Day, the date for payment shall be extended to the
next succeeding Business Day, and, in the case of any payment accruing interest,
interest thereon shall be made payable for the period of such extension. All
payments hereunder shall be made in Dollars.

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

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

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

                  (e) If any Lender shall fail to make any payment required to
be made by it pursuant to Section 2.5(b), 2.20(c) or (d), 2.22 (d) or 10.3(d),
then the Administrative Agent may, in its discretion (notwithstanding any
contrary provision hereof), apply any amounts thereafter received by the
Administrative Agent for the account of such Lender to satisfy such Lender's
obligations under such Sections until all such unsatisfied obligations are fully
paid.

                  Section 2.21. Mitigation of Obligations. (a) If any Lender
requests compensation under Section 2.17, or if the Borrower is required to pay
any additional amount to any Lender or any Governmental Authority for the
account of any Lender pursuant to Section 2.19, then such Lender shall use
reasonable efforts to designate a different lending office for funding or
booking its Loans hereunder or to assign its rights and obligations hereunder to
another of its offices, branches or affiliates, if, in the sole judgment of such
Lender, such designation or assignment (i) would eliminate or reduce amounts
payable under Section 2.17 or Section 2.19, as the case may be, in the future
and (ii) would not subject such Lender to any unreimbursed cost or expense and
would not otherwise be disadvantageous to such Lender. The Borrower hereby
agrees to pay all costs and expenses incurred by any Lender in connection with
such designation or assignment.

                  Section 2.22.     Letters of Credit.
                                    -----------------

                  (a) During the Availability Period, the Issuing Bank, in
reliance upon the agreements of the other Lenders pursuant to Section 2.22(d),
agrees to issue, at the request of the Borrower, Letters of Credit for the
account of the Borrower on the terms and conditions hereinafter set forth;
provided, that (i) each Letter of Credit shall expire on the date one year after
the date of issuance of such Letter of Credit (or in the case of any renewal or
extension thereof, one year after such renewal or extension); provided, that no
Letter of Credit shall be issued or renewed on or after the Commitment
Termination Date; (ii) each Letter of Credit shall be in a stated amount of at
least $5,000; and (iii) the Borrower may not request any Letter of Credit, if,
after giving effect to such issuance (A) the aggregate LC Exposure would exceed
the LC Commitment or (B) the aggregate LC Exposure, plus the aggregate
outstanding Revolving Loans of all Lenders, would exceed the Aggregate Revolving
Commitments. Upon the issuance of each Letter of Credit each Lender shall be
deemed to, and hereby irrevocably and unconditionally agrees to, purchase from
the Issuing Bank without recourse a participation in such Letter of Credit equal
to such Lender's Revolving Commitment Percentage of the aggregate amount
available to be drawn under such Letter of Credit. Each issuance of a Letter of
Credit shall be deemed to utilize the Revolving Commitment of each Lender by an
amount equal to the amount of such participation.

                  (b) To request the issuance of a Letter of Credit (or any
amendment, renewal or extension of an outstanding Letter of Credit), the
Borrower shall give the Issuing Bank and the Administrative Agent irrevocable
written notice at least three (3) Business Days prior to the requested date of
such issuance specifying the date (which shall be a Business Day) such Letter of
Credit is to be issued (or amended, extended or renewed, as the case may be),
the expiration date of such Letter of Credit, the amount of such Letter of
Credit , the name and address of the beneficiary thereof and such other
information as shall be necessary to prepare, amend, renew or extend such Letter
of Credit. In addition to the satisfaction of the conditions in Article III, the
issuance of such Letter of Credit (or any amendment which increases the amount
of such Letter of Credit) will be subject to the further conditions that such
Letter of Credit shall be in such form and contain such terms as the Issuing
Bank shall approve and that the Borrower shall have executed and delivered any
additional applications, agreements and instruments relating to such Letter of
Credit as the Issuing Bank shall reasonably require; provided, that in the event
of any conflict between such applications, agreements or instruments and this
Agreement, the terms of this Agreement shall control.

                  (c) At least two Business Days prior to the issuance of any
Letter of Credit, the Issuing Bank will confirm with the Administrative Agent
(by telephone or in writing) that the Administrative Agent has received such
notice and if not, the Issuing Bank will provide the Administrative Agent with a
copy thereof. Unless the Issuing Bank has received notice from the
Administrative Agent on or before the Business Day immediately preceding the
date the Issuing Bank is to issue the requested Letter of Credit directing the
Issuing Bank not to issue the Letter of Credit because such issuance is not then
permitted hereunder because of the limitations set forth in Section 2.22(a) or
that one or more conditions specified in Article III are not then satisfied,
then, subject to the terms and conditions hereof, the Issuing Bank shall, on the
requested date, issue such Letter of Credit in accordance with the Issuing
Bank's usual and customary business practices.

                  (d) The Issuing Bank shall examine all documents purporting to
represent a demand for payment under a Letter of Credit promptly following its
receipt thereof. The Issuing Bank shall notify the Borrower and the
Administrative Agent of such demand for payment and whether the Issuing Bank has
made or will make a LC Disbursement thereunder; provided, that any failure to
give or delay in giving such notice shall not relieve the Borrower of its
obligation to reimburse the Issuing Bank and the Lenders with respect to such LC
Disbursement. The Borrower shall be irrevocably and unconditionally obligated to
reimburse the Issuing Bank for any LC Disbursements paid by the Issuing Bank in
respect of such drawing, without presentment, demand or other formalities of any
kind. Unless the Borrower shall have notified the Issuing Bank and the
Administrative Agent prior to 11:00 a.m. on the Business Day immediately prior
to the date on which such drawing is honored that the Borrower intends to
reimburse the Issuing Bank for the amount of such drawing in funds other than
from the proceeds of Revolving Loans, the Borrower shall be deemed to have
timely given a Notice of Revolving Borrowing to the Administrative Agent
requesting the Lenders to make a Base Rate Borrowing on the date on which such
drawing is honored in an exact amount due to the Issuing Bank; provided, that
for purposes solely of such Borrowing, the conditions precedents set forth in
Section 3.2 hereof shall not be applicable. The Administrative Agent shall
notify the Lenders of such Borrowing in accordance with Section 2.3, and each
Lender shall make the proceeds of its Base Rate Loan included in such Borrowing
available to the Administrative Agent for the account of the Issuing Bank in
accordance with Section 2.6. The proceeds of such Borrowing shall be applied
directly by the Administrative Agent to reimburse the Issuing Bank for such LC
Disbursement.

                  (e) If for any reason a Base Rate Borrowing may not be (as
determined in the sole discretion of the Administrative Agent), or is not, made
in accordance with the foregoing provisions, then each Lender (other than the
Issuing Bank) shall be obligated to fund the participation that such Lender
purchased pursuant to subsection (a) in an amount equal to its Revolving
Commitment Percentage of such LC Disbursement on and as of the date which such
Base Rate Borrowing should have occurred. Each Lender's obligation to fund its
participation shall be absolute and unconditional and shall not be affected by
any circumstance, including without limitation (i) any setoff, counterclaim,
recoupment, defense or other right that such Lender or any other Person may have
against the Issuing Bank or any other Person for any reason whatsoever, (ii) the
existence of a Default or an Event of Default or the termination of the
Aggregate Revolving Commitments, (iii) any adverse change in the condition
(financial or otherwise) of the Borrower or any of its Subsidiaries, (iv) any
breach of this Agreement by the Borrower or any other Lender, (v) any amendment,
renewal or extension of any Letter of Credit or (vi) any other circumstance,
happening or event whatsoever, whether or not similar to any of the foregoing.
On the date that such participation is required to be funded, each Lender shall
promptly transfer, in immediately available funds, the amount of its
participation to the Administrative Agent for the account of the Issuing Bank.
Whenever, at any time after the Issuing Bank has received from any such Lender
the funds for its participation in a LC Disbursement, the Issuing Bank (or the
Administrative Agent on its behalf) receives any payment on account thereof, the
Administrative Agent or the Issuing Bank, as the case may be, will distribute to
such Lender its Revolving Commitment Percentage of such payment; provided, that
if such payment is required to be returned for any reason to the Borrower or to
a trustee, receiver, liquidator, custodian or similar official in any bankruptcy
proceeding, such Lender will return to the Administrative Agent or the Issuing
Bank any portion thereof previously distributed by the Administrative Agent or
the Issuing Bank to it.

                  (f) To the extent that any Lender shall fail to pay any amount
required to be paid pursuant to paragraph (d) of this Section 2.22 on the due
date therefor, such Lender shall pay interest to the Issuing Bank (through the
Administrative Agent) on such amount from such due date to the date such payment
is made at a rate per annum equal to the Federal Funds Rate; provided, that if
such Lender shall fail to make such payment to the Issuing Bank within three (3)
Business Days of such due date, then, retroactively to the due date, such Lender
shall be obligated to pay interest on such amount at the Default Rate.

                  (g) If (i) any Event of Default shall occur and be continuing,
on the Business Day that the Borrower receives notice from the Administrative
Agent or the Required Lenders demanding the deposit of cash collateral pursuant
to this paragraph, or (ii) on the Commitment Termination Date, there are any
Letters of Credit outstanding hereunder, then in either case the Borrower shall
deposit in an account with the Administrative Agent, in the name of the
Administrative Agent and for the benefit of the Lenders, an amount in cash equal
to the LC Exposure as of such date plus any accrued and unpaid interest thereon;
provided, that the obligation to deposit such cash collateral shall become
effective immediately, and such deposit shall become immediately due and
payable, without demand or notice of any kind, upon the occurrence of any Event
of Default with respect to the Borrower described in clause (g) or (h) of
Section 8.1. Such deposit shall be held by the Administrative Agent as
collateral for the payment and performance of the obligations of the Borrower
under this Agreement. The Administrative Agent shall have exclusive dominion and
control, including the exclusive right of withdrawal, over such account. Such
deposits shall, at the Borrower's expense, be held in an interest bearing
account which shall bear interest at an interest rate which is customary for
overnight deposits of such type. Interest and profits, if any, on such
investments shall accumulate in such account. Moneys in such account shall
applied by the Administrative Agent to reimburse the Issuing Bank for LC
Disbursements for which it had not been reimbursed and to the extent so applied,
shall be held for the satisfaction of the reimbursement obligations of the
Borrower for the LC Exposure at such time or, if the maturity of the Loans has
been accelerated, with the consent of the Required Lenders, be applied to
satisfy other obligations of the Borrower under this Agreement. If the Borrower
is required to provide an amount of cash collateral hereunder as a result of the
occurrence of an Event of Default, such amount (to the extent not so applied as
aforesaid) shall be returned to the Borrower within three Business Days after
all Events of Default have been cured or waived. Notwithstanding the foregoing,
in the event that there are any Letters of Credit outstanding on the Commitment
Termination Date and there is no Event of Default then in existence, in lieu of
depositing cash collateral as set forth above, the Borrower may deliver a letter
of credit (issued by a financial institution acceptable to the Administrative
Agent) payable to the Administrative Agent, for the benefit of the Lenders, in
form and substance satisfactory to the Administrative Agent which assures the
Required Lenders satisfaction of all reimbursement obligations of the Borrower
for the LC Exposure at such time.

                  (h) Promptly following the end of each fiscal quarter, the
Issuing Bank shall deliver (through the Administrative Agent) to each Lender and
the Borrower a report describing the aggregate Letters of Credit outstanding at
the end of such fiscal quarter. Upon the request of any Lender from time to
time, the Issuing Bank shall deliver to such Lender any other information
reasonably requested by such Lender with respect to each Letter of Credit then
outstanding.

                  (i) The Borrower's obligation to reimburse LC Disbursements
hereunder shall be absolute, unconditional and irrevocable and shall be
performed strictly in accordance with the terms of this Agreement under all
circumstances whatsoever and irrespective of any of the following circumstances:

                           (i) Any lack of validity or enforceability of any
         Letter of Credit or this Agreement;

                           (ii) The existence of any claim, set-off, defense or
         other right which the Borrower or any Subsidiary or Affiliate of the
         Borrower may have at any time against a beneficiary or any transferee
         of any Letter of Credit (or any Persons or entities for whom any such
         beneficiary or transferee may be acting), any Lender (including the
         Issuing Bank) or any other Person, whether in connection with this
         Agreement or the Letter of Credit or any document related hereto or
         thereto or any unrelated transaction;

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

                           (iv) Payment by the Issuing Bank under a Letter of
         Credit against presentation of a draft or other document to the Issuing
         Bank that does not comply with the terms of such Letter of Credit;

                           (v) Any other event or circumstance whatsoever,
         whether or not similar to any of the foregoing, that might, but for the
         provisions of this Section, constitute a legal or equitable discharge
         of, or provide a right of setoff against, the Borrower's obligations
         hereunder; or

                           (vi) The existence of a Default or an Event of
         Default.

Neither the Administrative Agent, the Issuing Bank, the Lenders nor any Related
Party of any of the foregoing shall have any liability or responsibility by
reason of or in connection with the issuance or transfer of any Letter of Credit
or any payment or failure to make any payment thereunder (irrespective of any of
the circumstances referred to above), or any error, omission, interruption, loss
or delay in transmission or delivery of any draft, notice or other communication
under or relating to any Letter of Credit (including any document required to
make a drawing thereunder), any error in interpretation of technical terms or
any consequence arising from causes beyond the control of the Issuing Bank;
provided, that the foregoing shall not be construed to excuse the Issuing Bank
from liability to the Borrower to the extent of any direct damages (as opposed
to consequential damages, claims in respect of which are hereby waived by the
Borrower to the extent permitted by applicable law) suffered by the Borrower
that are caused by the Issuing Bank's failure to exercise care when determining
whether drafts or other documents presented under a Letter of Credit comply with
the terms thereof. The parties hereto expressly agree, that in the absence of
gross negligence or willful misconduct on the part of the Issuing Bank (as
finally determined by a court of competent jurisdiction), the Issuing Bank shall
be deemed to have exercised care in each such determination. In furtherance of
the foregoing and without limiting the generality thereof, the parties agree
that, with respect to documents presented that appear on their face to be in
substantial compliance with the terms of a Letter of Credit, the Issuing Bank
may, in its sole discretion, either accept and make payment upon such documents
without responsibility for further investigation, regardless of any notice or
information to the contrary, or refuse to accept and make payment upon such
documents if such documents are not in strict compliance with the terms of such
Letter of Credit.

                   (j) Unless otherwise expressly agreed by the Issuing Bank and
the Borrower when a Letter of Credit is issued and subject to applicable laws,
performance under Letters of Credit by the Issuing Bank, its correspondents, and
the beneficiaries thereof will be governed by the rules of the "International
Standby Practices 1998" (ISP98) (or such later revision as may be published by
the Institute of International Banking Law & Practice on any date any Letter of
Credit may be issued) and to the extent not inconsistent therewith, the
governing law of this Agreement set forth in Section 10.5.

                                   ARTICLE III

               CONDITIONS PRECEDENT TO LOANS AND LETTERS OF CREDIT

                  Section 3.1. Conditions To Effectiveness. The obligations of
the Lenders (including the Swingline Lender) to make Loans and the obligation of
the Issuing Bank to issue any Letter of Credit hereunder, or any Lender to
acquire any obligation with respect thereto, shall not become effective until
the date on which each of the following conditions is satisfied (or waived in
accordance with Section 10.2).

                  (a) The Administrative Agent shall have received all fees and
other amounts due and payable on or prior to the Closing Date, including
reimbursement or payment of all out-of-pocket expenses (including reasonable
fees, charges and disbursements of counsel to the Administrative Agent) required
to be reimbursed or paid by the Borrower hereunder, under any other Loan
Document and under any agreement with the Administrative Agent or SunTrust
Capital Markets, Inc., as Joint Lead Arranger unless, in the case of
out-of-pocket expenses, the Administrative Agent shall have agreed to accept
such reimbursement or payment after the Closing Date.

                  (b) The Administrative Agent (or its counsel) shall have
received the following:

                           (i) a counterpart of this Agreement signed by or on
         behalf of each party thereto or written evidence satisfactory to the
         Administrative Agent (which may include telecopy transmission of a
         signed signature page of this Agreement) that such party has signed a
         counterpart of this Agreement;

                           (ii) duly executed Notes payable to each Lender;

                           (iii) a duly executed Subsidiary Guarantee Agreement
         and Indemnity and Contribution Agreement for all wholly-owned
         Restricted Subsidiaries (other than Foreign Subsidiaries) existing as
         of the Closing Date;

                           (iv) a certificate of the Secretary or Assistant
         Secretary of each Loan Party, attaching and certifying copies of its
         bylaws and of the resolutions of its boards of directors (or any duly
         authorized Executive Committee thereof), authorizing the execution,
         delivery and performance of the Loan Documents to which it is a party
         and certifying the name, title and true signature of each officer of
         such Loan Party executing the Loan Documents to which it is a party;

                           (v) certified copies of the articles of incorporation
         or other charter documents of each Loan Party, together with
         certificates of good standing or existence, as may be available from
         the Secretary of State of the jurisdiction of incorporation of such
         Loan Party and to the extent different from the jurisdiction of
         incorporation, the jurisdiction where such Loan Party has its principal
         place of business;

                           (vi) a favorable written opinion of King & Spalding
         LLP, counsel to the Loan Parties, substantially in the form of Exhibit
         G attached hereto, addressed to the Administrative Agent and each of
         the Lenders;

                           (vii) a favorable written opinion of local counsel to
         the Loan Parties not otherwise covered in clause (vi) above, addressed
         to the Administrative Agent and each of the Lenders, in form and
         substance reasonably acceptable to the Administrative Agent and the
         Lenders;

                           (viii) a certificate, dated the Closing Date and
         signed by a Responsible Officer, confirming compliance with the
         conditions set forth in paragraphs (a), (b) and (c) of Section 3.2; and

                           (ix) duly executed Notices of Borrowing, if
         applicable.

                  (c) the Administrative Agent shall have received such other
documents, certificates, information or legal opinions as the Administrative
Agent or the Required Lenders may reasonably request, all in form and substance
reasonably satisfactory to the Administrative Agent or the Required Lenders.

                  Section 3.2. Each Credit Event. The obligation of each Lender
(including the Swingline Lender) to make a Loan on the occasion of any Borrowing
and of the Issuing Bank to issue, amend, renew or extend, or any Lender to
acquire a participation in, any Letter of Credit is subject to the satisfaction
of the following conditions:

                  (a) at the time of and immediately after giving effect to such
Borrowing or the issuance, amendment, renewal or extension of such Letter of
Credit, as applicable, no Default or Event of Default shall exist; and

                  (b) all representations and warranties of each Loan Party set
forth in the Loan Documents shall be true and correct in all material respects
on and as of the date of such Borrowing or the date of issuance, amendment,
extension or renewal of such Letter of Credit, in each case before and after
giving effect thereto;

                  (c) since the date of the most recent financial statements of
the Borrower described in Section 5.1(a), there shall have been no change which
has had or could reasonably be expected to have a Material Adverse Effect; and

                  (d) the Administrative Agent shall have received such other
documents, certificates, information or legal opinions as the Administrative
Agent or the Required Lenders may reasonably request, all in form and substance
reasonably satisfactory to the Administrative Agent or the Required Lenders.

                  Each Borrowing and each issuance, amendment, extension or
renewal of any Letter of Credit shall be deemed to constitute a representation
and warranty by the Borrower on the date thereof as to the matters specified in
paragraphs (a), (b) and (c) of this Section 3.2.

                  Section 3.3. Delivery of Documents. All of the Loan Documents,
certificates, legal opinions and other documents and papers referred to in this
Article III, unless otherwise specified, shall be delivered to the
Administrative Agent for the account of each of the Lenders and, except for the
Notes, in sufficient counterparts or copies for each of the Lenders and shall be
in form and substance satisfactory in all respects to the Administrative Agent.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

                  The Borrower represents and warrants to the Administrative
Agent and each Lender as follows:

                  Section 4.1. Existence; Power. The Borrower and any other Loan
Party (i) is duly organized, validly existing and in good standing as a
corporation or limited liability company under the laws of the jurisdiction of
its organization, (ii) has all requisite power and authority to carry on its
business as now conducted, and (iii) is duly qualified to do business, and is in
good standing, in each jurisdiction where such qualification is required, except
where a failure to be so qualified could not reasonably be expected to result in
a Material Adverse Effect.

                  Section 4.2. Organizational Power; Authorization. The
execution, delivery and performance by each Loan Party of the Loan Documents to
which it is a party are within such Loan Party's organizational powers and have
been duly authorized by all necessary organizational, and if required,
stockholder action. This Agreement has been duly executed and delivered by the
Borrower, and constitutes, and each other Loan Document to which any Loan Party
is a party, when executed and delivered by such Loan Party, will constitute,
valid and binding obligations of the Borrower or such Loan Party (as the case
may be), enforceable against it in accordance with their respective terms,
except as may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium, or similar laws affecting the enforcement of creditors' rights
generally and by general principles of equity.

                  Section 4.3. Governmental Approvals; No Conflicts. The
execution, delivery and performance by the Borrower of this Agreement, and by
each Loan Party of the other Loan Documents to which it is a party (a) do not
require any consent or approval of, registration or filing with, or any action
by, any Governmental Authority, except those as have been obtained or made and
are in full force and effect or where the failure to do so, individually or in
the aggregate, could not reasonably be expected to have a Material Adverse
Effect, (b) will not violate any applicable law or regulation or the charter,
by-laws or other organizational documents of the Borrower or any of its
Subsidiaries or any order of any Governmental Authority, (c) will not violate or
result in a default under any indenture, material agreement or other material
instrument binding on the Borrower or any of its Subsidiaries or any of its
assets or give rise to a right thereunder to require any payment to be made by
the Borrower or any of its Subsidiaries and (d) will not result in the creation
or imposition of any Lien on any asset of the Borrower or any of its
Subsidiaries, except Liens (if any) created under the Loan Documents.

                  Section 4.4. Financial Statements. The Borrower has furnished
to each Lender (i) the audited consolidated balance sheet of the Borrower and
its Subsidiaries and the related consolidated statements of income,
shareholders' equity and cash flows for the fiscal year ending December 31, 2002
prepared by Deloitte & Touche LLP; (ii) the unaudited consolidated balance sheet
of the Borrower and its Subsidiaries as at the end of the fiscal quarter ending
September 26, 2003, and the related unaudited consolidated statements of income
and cash flows for the fiscal quarter and year-to-date period then ending,
certified by a Responsible Officer. Such financial statements fairly present the
consolidated financial condition of the Borrower and its Subsidiaries as of such
dates and the consolidated results of operations for such periods in conformity
with GAAP consistently applied, subject to year end audit adjustments and the
absence of footnotes in the case of the statements referred to in clause (ii).
Since December 31, 2002, there have been no changes with respect to the Borrower
and its Subsidiaries which have had or could reasonably be expected to have,
singly or in the aggregate, a Material Adverse Effect.

                  Section 4.5.      Litigation and Environmental Matters.

                  (a) No litigation, investigation or proceeding of or before
any arbitrators or Governmental Authorities is pending against or, to the
knowledge of the Borrower, threatened against or affecting the Borrower or any
of its Subsidiaries (i) as to which there is a reasonable possibility of an
adverse determination that could reasonably be expected to have, either
individually or in the aggregate, a Material Adverse Effect or (ii) which in any
manner draws into question the validity or enforceability of this Agreement or
any other Loan Document.

                  (b) Except for the matters set forth on Schedule 4.5, neither
the Borrower nor any of its Subsidiaries (i) has failed to comply with any
Environmental Law or to obtain, maintain or comply with any permit, license or
other approval required under any Environmental Law, (ii) has become subject to
any Environmental Liability, (iii) has received notice of any claim with respect
to any Environmental Liability or (iv) knows of any basis for any Environmental
Liability, except where such failure or notice could not reasonably be expected
to result in a Material Adverse Effect.

                  Section 4.6. Compliance with Laws and Agreements. The Borrower
and each Subsidiary is in compliance with (a) all applicable laws, rules,
regulations and orders of any Governmental Authority, and (b) all indentures,
agreements or other instruments binding upon it or its properties, except where
non-compliance, either singly or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect.

                  Section 4.7. Investment Company Act, Etc. Neither the Borrower
nor any of its Subsidiaries is (a) an "investment company", as defined in, or
subject to regulation under, the Investment Company Act of 1940, as amended, (b)
a "holding company" as defined in, or subject to regulation under, the Public
Utility Holding Company Act of 1935, as amended or (c) otherwise subject to any
other regulatory scheme limiting its ability to incur debt.

                  Section 4.8. Taxes. The Borrower and its Subsidiaries and each
other Person for whose taxes the Borrower or any Subsidiary could become liable
have timely filed or caused to be filed all Federal income tax returns and all
other material tax returns that are required to be filed by them, and have paid
all taxes shown to be due and payable on such returns or on any assessments made
against it or its property and all other taxes, fees or other charges imposed on
it or any of its property by any Governmental Authority, except (i) to the
extent the failure to do so would not have a Material Adverse Effect or (ii)
where the same are currently being contested in good faith by appropriate
proceedings and for which the Borrower or such Subsidiary, as the case may be,
has set aside on its books adequate reserves.

                  Section 4.9. Margin Regulations. None of the proceeds of any
of the Loans or Letters of Credit will be used for "purchasing" or "carrying"
any "margin stock" within the respective meanings of each of such terms under
the Margin Regulations. None of the proceeds of any of the Loans or Letters of
Credit will be used for any purpose that violates the provisions of the
applicable Margin Regulations.

                  Section 4.10. ERISA. No ERISA Event has occurred or is
reasonably expected to occur that, when taken together with all other such ERISA
Events for which liability is reasonably expected to occur, could reasonably be
expected to result in a Material Adverse Effect. The present value of all
accumulated benefit obligations under each Plan (based on the assumptions used
for purposes of Statement of Financial Standards No. 87) did not, as of the date
of the most recent financial statements reflecting such amounts, exceed the fair
market value of the assets of such Plan, and the present value of all
accumulated benefit obligations of all underfunded Plans (based on the
assumptions used for purposes of Statement of Financial Standards No. 87) did
not, as of the date of the most recent financial statements reflecting such
amounts, exceed the fair market value of the assets of all such underfunded
Plans.

                  Section 4.11.     Ownership of Property.
                                    ---------------------

                  (a) Each of the Borrower and its Subsidiaries has good and
marketable title to, or valid leasehold interests in, all of its real and
personal property material to the operation of its business and which was
described in the most recent financial statements delivered pursuant to Section
5.1.

                  (b) Each of the Borrower and its Subsidiaries owns, or is
licensed, or otherwise has the right, to use, free from any burdensome
restriction, all patents, trademarks, service marks, tradenames, copyrights and
other intellectual property material to its business except for any failure
that, individually or in the aggregate, would not have a Material Adverse
Effect, and the use thereof by the Borrower and its Subsidiaries does not
infringe on the rights of any other Person, except for any such infringements
that, individually or in the aggregate, would not have a Material Adverse
Effect.

                  Section 4.12. Disclosure. The Borrower has disclosed to the
Lenders all agreements, instruments, and corporate or other restrictions to
which the Borrower or any of its Subsidiaries is subject, and all other matters
known to any of them, that, individually or in the aggregate, could reasonably
be expected to result in a Material Adverse Effect. Neither the Information
Memorandum nor any of the reports (including without limitation all reports that
the Borrower is required to file with the Securities and Exchange Commission),
financial statements, certificates or other information furnished by or on
behalf of the Borrower to the Administrative Agent or any Lender in connection
with the negotiation or syndication of this Agreement or any other Loan Document
or delivered hereunder or thereunder (as modified or supplemented by any other
information so furnished) contains any material misstatement of fact or omits to
state any material fact necessary to make the statements therein, taken as a
whole, in light of the circumstances under which they were made, not misleading.

                  Section 4.13. Labor Relations. There are no strikes, lockouts
or other material labor disputes or grievances pending against the Borrower or
any of its Subsidiaries, or, to the Borrower's knowledge, threatened against or
affecting the Borrower or any of its Subsidiaries, and no significant unfair
labor practice, charges or grievances are pending against the Borrower or any of
its Subsidiaries, or to the Borrower's knowledge, threatened against any of them
before any Governmental Authority which could reasonably be expected to have a
Material Adverse Effect. All payments due from the Borrower or any of its
Subsidiaries pursuant to the provisions of any collective bargaining agreement
have been paid or accrued as a liability on the books of the Borrower or any
such Subsidiary, except where the failure to do so could not reasonably be
expected to have a Material Adverse Effect.

                  Section 4.14. Subsidiaries. Schedule 4.14 sets forth as of the
Closing Date, the name of, the ownership interest of the Borrower or any other
Subsidiary in, the jurisdiction of incorporation of, and the type of, each
Subsidiary and identifies each Subsidiary that is a Subsidiary Loan Party and
each Subsidiary that is a Foreign Subsidiary or a Material Foreign Subsidiary.

                  Section 4.15. Indebtedness; Investments and Liens. Schedules
7.1, 7.2 and 7.4 attached hereto sets forth all Indebtedness, Liens (other than
Permitted Encumbrances) and Investments (other than Permitted Investments),
respectively, of the Loan Parties as of the Closing Date (other than
Indebtedness and Liens which will be paid on the Closing Date).

                                    ARTICLE V

                              AFFIRMATIVE COVENANTS
                  The Borrower covenants and agrees that so long as any Lender
has a Commitment hereunder or the principal of and interest on any Loan or any
fee or any LC Disbursement remains unpaid or any Letter of Credit remains
outstanding:

                  Section 5.1. Financial Statements and Other Information. The
Borrower will deliver to the Administrative Agent and each Lender:

                  (a) as soon as available and in any event within 90 days after
the end of each fiscal year of Borrower, a copy of the annual audited report for
such fiscal year for the Borrower and its Subsidiaries, containing a
consolidated balance sheet of the Borrower and its Subsidiaries as of the end of
such fiscal year and the related consolidated statements of income,
stockholders' equity and cash flows (together with all footnotes thereto) of the
Borrower and its Subsidiaries for such fiscal year, setting forth in each case
in comparative form the figures for the previous fiscal year, all in reasonable
detail and reported on by Deloitte & Touche, LLP or other independent public
accountants of nationally recognized standing (without a "going concern" or like
qualification, exception or explanation and without any qualification or
exception as to scope of such audit) to the effect that such financial
statements present fairly in all material respects the financial condition and
the results of operations of the Borrower and its Subsidiaries for such fiscal
year on a consolidated basis in accordance with GAAP and that the examination by
such accountants in connection with such consolidated financial statements has
been made in accordance with generally accepted auditing standards;

                  (b) as soon as available and in any event within 45 days after
the end of each of the first three fiscal quarters of each fiscal year of the
Borrower, an unaudited consolidated balance sheet of the Borrower and its
Subsidiaries as of the end of such fiscal quarter and the related unaudited
consolidated statements of income, stockholders equity and cash flows of the
Borrower and its Subsidiaries for such fiscal quarter and the then elapsed
portion of such fiscal year, setting forth in each case in comparative form the
figures for the corresponding quarter and the corresponding portion of
Borrower's previous fiscal year, all certified by the chief financial officer,
the controller or treasurer of the Borrower as presenting fairly in all material
respects the financial condition and results of operations of the Borrower and
its Subsidiaries on a consolidated basis in accordance with GAAP, subject to
normal year-end audit adjustments and the absence of footnotes;

                  (c) concurrently with the delivery of the financial statements
referred to in clauses (a) and (b) above, a certificate of a Responsible
Officer, (i) certifying as to such financial statements consistent with the
applicable requirements of the Securities and Exchange Commission, (ii)
certifying as to whether there exists a Default or Event of Default on the date
of such certificate, and if a Default or an Event of Default then exists,
specifying the details thereof and the action which the Borrower has taken or
proposes to take with respect thereto, (iii) setting forth in reasonable detail
calculations demonstrating compliance with Article VI and (iv) stating whether
any change in GAAP or the application thereof has occurred since the date of the
Borrower's audited financial statements referred to in Section 4.4 and, if any
change has occurred, specifying the effect of such change on the financial
statements accompanying such certificate;

                  (d) concurrently with the delivery of the financial statements
referred to in clause (a) above, a certificate of the accounting firm that
reported on such financial statements stating whether they obtained any
knowledge during the course of their examination of such financial statements of
any Default or Event of Default (which certificate may be limited to the extent
required by accounting rules or guidelines);

                  (e) promptly after the same become publicly available, copies
of all periodic and other reports, proxy statements and other materials filed
with the Securities and Exchange Commission, or any Governmental Authority
succeeding to any or all functions of said Commission, or with any national
securities exchange, or distributed by the Borrower to its shareholders
generally, as the case may be; and

                  (f) promptly following any request therefor, such other
information regarding the results of operations, business affairs and financial
condition of the Borrower or any Subsidiary as the Administrative Agent or any
Lender may reasonably request.

                  Section 5.2. Notices of Material Events. The Borrower will
furnish to the Administrative Agent and each Lender prompt written notice of the
following:

                  (a) the occurrence of any Default or Event of Default;

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

                  (c) the occurrence of any event or any other development by
which the Borrower or any of its Subsidiaries (i) fails to comply with any
Environmental Law or to obtain, maintain or comply with any permit, license or
other approval required under any Environmental Law, (ii) becomes subject to any
Environmental Liability, (iii) receives notice of any claim with respect to any
Environmental Liability, or (iv) becomes aware of any basis for any
Environmental Liability and in each of the preceding clauses, which individually
or in the aggregate, could reasonably be expected to result in a Material
Adverse Effect;

                  (d) the occurrence of any ERISA Event that alone, or together
with any other ERISA Events that have occurred, could reasonably be expected to
result in liability of the Borrower and its Subsidiaries in an aggregate amount
exceeding $5,000,000; and

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

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

                  Section 5.3. Existence; Conduct of Business. The Borrower
will, and will cause each of its Subsidiaries to, do or cause to be done all
things necessary to preserve, renew and maintain in full force and effect its
legal existence and its respective rights, licenses, permits, privileges,
franchises, patents, copyrights, trademarks and trade names material to the
conduct of its business and will continue to engage in the same business as
presently conducted or such other businesses that are reasonably related
thereto; provided, that nothing in this Section shall prohibit any merger,
consolidation, liquidation or dissolution permitted under Section 7.3.

                  Section 5.4. Compliance with Laws, Etc. The Borrower will, and
will cause each of its Subsidiaries to, comply with all laws, rules, regulations
and requirements of any Governmental Authority applicable to its properties,
except where the failure to do so, either individually or in the aggregate,
could not reasonably be expected to result in a Material Adverse Effect.

                  Section 5.5. Payment of Tax and Other Liabilities. The
Borrower will, and will cause each of its Subsidiaries to, pay and discharge at
or before maturity all of its tax liabilities and its other liabilities and
claims that could result in a statutory Lien before the same shall become
delinquent or in default, except where (a) the validity or amount thereof is
being contested in good faith by appropriate proceedings, (b) the Borrower or
such Subsidiary has set aside on its books adequate reserves with respect
thereto in accordance with GAAP and (c) the failure to make such payment could
not reasonably be expected to result in a Material Adverse Effect.

                  Section 5.6. Books and Records. The Borrower will, and will
cause each of its Subsidiaries to, keep proper books of record and account in
which full, true and correct entries shall be made of all dealings and
transactions in relation to its business and activities to the extent necessary
to prepare the consolidated financial statements of Borrower in conformity with
GAAP.

                  Section 5.7. Visitation, Inspection, Etc. The Borrower will,
and will cause each of its Subsidiaries to, permit any representative of the
Administrative Agent or any Lender, to visit and inspect its properties, to
examine its books and records and to make copies and take extracts therefrom,
and to discuss its affairs, finances and accounts with any of its officers and
with its independent certified public accountants, all at such reasonable times
and as often as the Administrative Agent or any Lender may reasonably request
after reasonable prior notice to the Borrower.

                  Section 5.8. Maintenance of Properties; Insurance. The
Borrower will, and will cause each of its Subsidiaries to, (a) keep and maintain
all property material to the conduct of its business in good working order and
condition, ordinary wear and tear excepted, except where the failure to do so,
either individually or it the aggregate, could not reasonably be expected to
result in a Material Adverse Effect and (b) maintain with financially sound and
reputable insurance companies, insurance with respect to its properties and
business, and the properties and business of its Subsidiaries, against loss or
damage of the kinds customarily insured against by companies in the same or
similar businesses operating in the same or similar locations.

                  Section 5.9. Use of Proceeds; Margin Regulations and Letters
of Credit. The Borrower will use all Letters of Credit and the proceeds of all
Loans to finance working capital needs, Permitted Acquisitions, capital
expenditures and for other general corporate purposes of the Borrower and its
Subsidiaries. No part of the proceeds of any Loan will be used, whether directly
or indirectly, for any purpose that would violate any rule or regulation of the
Board of Governors of the Federal Reserve System, including the Margin
Regulations.

                  Section 5.10.     Subsidiary Guarantees; Releases.
                                    -------------------------------

         (a) If any wholly-owned Restricted Subsidiary is acquired or formed
after the Closing Date or if any previously owned Restricted Subsidiary which
was not wholly-owned becomes wholly-owned after the Closing Date (in each case
other than any Foreign Subsidiary), the Borrower will, within ten (10) Business
Days after such Restricted Subsidiary is acquired or formed or becomes
wholly-owned, notify the Administrative Agent thereof and within 30 days from
the date of acquisition, creation or formation, will cause such Restricted
Subsidiary to become a Subsidiary Loan Party by executing agreements in the form
of Annex I to Exhibit E and Annex I to Exhibit F in form and substance
satisfactory to the Administrative Agent and shall deliver such documents as the
Administrative Agent may reasonably request (including without limitation,
certificates of incorporation, articles of incorporation and bylaws, membership
operating agreements of the Restricted Subsidiary and opinion letters and
appropriate resolutions of the Board of Directors of such Restricted
Subsidiary).

                  (b) In the event that any Subsidiary Loan Party is dissolved
as permitted in Section 7.3 or sold or disposed of as permitted by Section 7.6
hereof, then such Subsidiary Loan Party shall be released from all obligations
under the Subsidiary Guarantee Agreement and Indemnity and Contribution
Agreement which it had previously delivered to the Agent. Such release shall
occur upon the consummation of the dissolution or sale of any such Subsidiary,
as the case may be, and the Administrative Agent shall execute and deliver any
releases or other documents reasonably requested by the Borrower to effectuate
such release.


                                   ARTICLE VI

                               FINANCIAL COVENANTS

                  The Borrower covenants and agrees that so long as any Lender
has a Commitment hereunder or the principal of or interest on or any Loan
remains unpaid or any fee or any LC Disbursement remains unpaid or any Letter of
Credit remains outstanding:

                  Section 6.1. Leverage Ratio. The Borrower will have, as of the
end of each fiscal quarter of the Borrower, commencing with the fiscal quarter
ending March 26, 2004, a Leverage Ratio of not greater than 3.00 to 1.00.

                  Section 6.2. Fixed Charge Coverage Ratio. The Borrower will
have, as of the end of each fiscal quarter of the Borrower, commencing with the
fiscal quarter ending March 26, 2004, a Fixed Charge Coverage Ratio of not less
than 2.50 to 1.00.

                  Section 6.3. Consolidated Net Worth. The Borrower will not
permit its Consolidated Net Worth at the end of each fiscal quarter of the
Borrower, commencing with the fiscal quarter ending March 26, 2004, to be less
than an amount equal to 80% of the Consolidated Net Worth as of December 31,
2003 plus (i) 50% of Consolidated Net Income on a cumulative basis for all
fiscal quarters of the Borrower preceding the date of determination, commencing
with the fiscal quarter beginning January 1, 2004; provided, that if
Consolidated Net Income is negative in any fiscal quarter the amount added for
such fiscal quarter shall be zero and such negative Consolidated Net Income
shall not reduce the amount of Consolidated Net Income added from any previous
fiscal quarter, plus (ii) 100% of the net proceeds from any equity offering.


                                   ARTICLE VII

                               NEGATIVE COVENANTS

                  The Borrower covenants and agrees that so long as any Lender
has a Commitment hereunder or the principal of or interest on any Loan remains
unpaid or any fee or any LC Disbursement remains unpaid or any Letter of Credit
remains outstanding:

                  Section 7.1. Subsidiary Indebtedness. The Borrower will not
permit any of its Subsidiaries to, create, incur, assume or suffer to exist any
Indebtedness, except:

                  (a) Indebtedness created pursuant to the Loan Documents;

                  (b) Indebtedness existing on the date hereof and set forth on
Schedule 7.1 and extensions, renewals and replacements of any such Indebtedness
that do not increase the outstanding principal amount thereof (immediately prior
to giving effect to such extension, renewal or replacement) unless permitted
under this Section 7.1;

                  (c) Indebtedness of any Subsidiary (other than any
Indebtedness under any Synthetic Lease) incurred to finance the acquisition,
construction or improvement of any fixed or capital assets, including Capital
Lease Obligations and any Indebtedness assumed in connection with the
acquisition of any such assets secured by a Lien on any such assets prior to the
acquisition thereof; provided, that such Indebtedness is incurred prior to or
within 90 days after such acquisition or the completion of such construction or
improvements; provided, further, that the aggregate principal amount of such
Indebtedness does not exceed $10,000,000 at any time outstanding;

                  (d) Indebtedness of any Subsidiary owing to the Borrower or
any other Subsidiary; provided, that any such Indebtedness that is owed to a
Subsidiary that is not a Subsidiary Loan Party shall be subject to Section 7.4;

                  (e) Guarantees by any Subsidiary of Indebtedness of the
Borrower or any other Subsidiary or Minority Investment; provided, that (i)
Guarantees by any Loan Party of Indebtedness of any Subsidiary or Minority
Investment that is not a Subsidiary Loan Party shall be subject to Section 7.4
and (ii) Guarantees of Indebtedness of the Borrower shall only be permitted if
the Subsidiary could incur such Indebtedness that is being Guaranteed under this
Section 7.1;

                  (f)      Indebtedness in respect of obligations  under Hedging
  Agreements  permitted by Section -------- 7.9; and ---

                  (g) Indebtedness under Synthetic Leases and other unsecured
Indebtedness in an aggregate principal amount not to exceed $50,000,000 at any
time outstanding; and

                  (h) Indebtedness of any Restricted Subsidiary (i) resulting
from the transfer of any receivable in connection with a Permitted
Securitization Transaction so long as such Indebtedness is non-recourse as to
the Borrower or any Restricted Subsidiary (other than as to the transferred
receivables and related property) and (ii) consisting of Standard Securitization
Undertakings in connection with any Permitted Securitization Transaction; and

                  (i) Indebtedness of any Permitted Securitization Subsidiary
incurred in connection with any Permitted Securitization Transaction.

                  Section 7.2. Negative Pledge. The Borrower will not, and will
not permit any of its Subsidiaries to, create, incur, assume or suffer to exist
any Lien on any of its assets or property now owned or hereafter acquired or,
except:

                  (a) Permitted Encumbrances;

                  (b) any Liens on any property or asset of the Borrower or any
Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided,
that such Lien shall not apply to any other property or asset of the Borrower or
any Subsidiary;

                  (c) purchase money Liens upon or in any fixed or capital
assets to secure the purchase price or the cost of construction or improvement
of such fixed or capital assets or to secure Indebtedness incurred solely for
the purpose of financing the acquisition, construction or improvement of such
fixed or capital assets (including Liens securing any Capital Lease
Obligations); provided, that (i) such Lien secures Indebtedness permitted by
Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 90
days after the acquisition, improvement or completion of the construction
thereof; (iii) such Lien does not extend to any other asset; and (iv) the
Indebtedness secured thereby does not exceed the cost of acquiring, constructing
or improving such fixed or capital assets;

                  (d) Liens, if any, upon or in any fixed or capital assets to
secure any Synthetic Lease permitted under Section 7.1(g);

                  (e) extensions, renewals, or replacements of any Lien referred
to in paragraphs (a) through (d) of this Section; provided, that the principal
amount of the Indebtedness secured thereby is not increased and that any such
extension, renewal or replacement is limited to the assets originally encumbered
thereby;

                  (f) any Lien against the Borrower or any Restricted Subsidiary
evidencing the transfer of any receivables and related property to any Permitted
Securitization Subsidiary pursuant to any Permitted Securitization Transaction;
and

                  (g) any Lien against a Permitted Securitization Subsidiary
pursuant to any Permitted Securitization Transaction.

                  Section 7.3.      Fundamental Changes.

                  (a) The Borrower will not, and will not permit any Subsidiary
to, merge into or consolidate with any other Person, or permit any other Person
to merge into or consolidate with it, or liquidate or dissolve; provided, that
if at the time thereof and immediately after giving effect thereto, no Default
or Event of Default shall have occurred and be continuing (i) the Borrower or
any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if
the Borrower is not a party to such merger) is the surviving Person, (ii) any
Subsidiary may merge into another Subsidiary; provided, that if any party to
such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the
surviving Person or the Subsidiary into whom the Subsidiary Loan Party is merged
into must expressly assume all obligations under the Subsidiary Guarantee and
become a Subsidiary Loan Party (and deliver to the Administrative Agent all
appropriate documents, opinions and certificates referenced in Section 5.10),
(iii) any Subsidiary may merge into another Person in order to consummate a
Permitted Acquisition; provided, that if any party to such merger is a
Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person
or the Person into whom the Subsidiary Loan Party is merged into must expressly
assume all obligations under the Subsidiary Guarantee and become a Subsidiary
Loan Party (and deliver to the Administrative Agent all appropriate documents,
opinions and certificates referenced in Section 5.10), (iv) any Subsidiary
(other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower
determines in good faith that such liquidation or dissolution is in the best
interests of the Borrower and is not materially disadvantageous to the Lenders
and (v) any Subsidiary Loan Party may liquidate or dissolve provided that the
assets of such Subsidiary Loan Party are transferred or liquidated into the
Borrower or any other Subsidiary Loan Party.

                  (b) The Borrower will not, and will not permit any of its
Subsidiaries to, engage to any material extent in any business other than
businesses of the type conducted by the Borrower and its Subsidiaries on the
date hereof and businesses reasonably related thereto (including the
securitization of receivables by any Permitted Securitization Subsidiary).

                  Section 7.4. Investments, Loans, Acquisitions, Etc. The
Borrower will not, and will not permit any of its Subsidiaries to, either (i)
purchase, hold or acquire (including pursuant to any merger with any Person that
was not a wholly-owned Subsidiary prior to such merger), any common stock,
evidence of indebtedness or other securities (including any option, warrant, or
other right to acquire any of the foregoing) of, make or permit to exist any
loans or advances to, Guarantee any obligations of, or make or permit to exist
any investment or any other interest in, any other Person (all of the foregoing
being collectively called "Investments"), or (ii) consummate any Acquisition,
except:

                  (a) Investments (other than Permitted Investments) existing on
the date hereof and set forth on Schedule 7.4 (including Investments in
Subsidiaries set forth on Schedule 7.4);

                  (b) Permitted Investments;

                  (c) Guarantees constituting Indebtedness permitted by Section
7.1; provided, that the aggregate principal amount of Indebtedness of
Subsidiaries that are not Subsidiary Loan Parties that is Guaranteed by any Loan
Party shall be subject to the limitation set forth in clause (d) hereof;

                  (d) Investments made by the Borrower in or to any Subsidiary
or any Minority Investment and by any Subsidiary in or to the Borrower or in or
to another Subsidiary or Minority Investment; provided, that the aggregate
amount of Investments by Loan Parties in or to, and Guarantees by Loan Parties
of Indebtedness of any Subsidiary or Minority Investment that is not a
Subsidiary Loan Party (excluding all such Investments and Guarantees existing on
the Closing Date described in Schedule 7.4) shall not exceed at the time of any
such investment, 10% of the Consolidated Net Worth at end of the immediately
preceding fiscal quarter;

                  (e) loans or advances to employees, officers or directors of
the Borrower or any Subsidiary in the ordinary course of business;

                  (f) Hedging Agreements permitted by Section 7.9;

                  (g) Permitted Acquisitions;

                  (h) Investments which are received by the Borrower or any
Subsidiary in consideration of any sale or other disposition of assets permitted
by Sections 7.6(c) and (d); and

                  (i) Investments in Permitted Securitization Subsidiaries
pursuant to any Permitted Securitization Transaction.

In calculating the amount of an Investment under Section 7.4(d), the amount of
an Investment shall be deemed to be the amount of the Investment as of the date
the Borrower or any Subsidiary acquires or makes such Investment.

                  Section 7.5. Restricted Payments. The Borrower will not, and
will not permit its Subsidiaries to, declare or make, or agree to pay or make,
directly or indirectly, any dividend on any class of its stock, or make any
payment on account of, or set apart assets for a sinking or other analogous fund
for, the purchase, redemption, retirement, defeasance or other acquisition of,
any subordinated Indebtedness, any shares of common stock of the Borrower or any
options, warrants, or other rights to purchase such common stock, whether now or
hereafter outstanding (each, a "Restricted Payment"), if a Default or Event of
Default has occurred and is continuing or would be caused by the making of such
Restricted Payment (except for Restricted Payments from a Subsidiary to the
Borrower and except for dividends payable by the Borrower solely in shares of
any class of its common stock).

                  Section 7.6. Sale of Assets. The Borrower will not, and will
not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or
otherwise dispose of, any of its assets, business or property, whether now owned
or hereafter acquired, or, in the case of any Subsidiary, issue or sell any
shares of such Subsidiary's common stock to any Person other than the Borrower
or a Subsidiary Loan Party (or to qualify directors if required by applicable
law), except:

                  (a) the sale or other disposition for fair value, if any, of
                   obsolete or worn out property or the sale or other
                   disposition for fair value of other property not necessary
                   for operations disposed of in the ordinary course of business
                   (including any dispositions associated with a closed plant);

                  (b) the sale of inventory and Permitted Investments in the
                   ordinary course of business;

                  (c) provided that no Default or Event of Default has occurred
                  and is continuing or would be caused thereby, the sale or
                  other disposition of assets (including the sale or other
                  disposition of assets in connection with any sale and
                  leaseback transactions), provided that the aggregate book
                  value of all Tangible Assets sold or disposed hereunder
                  (excluding assets sold under clauses (a) - (b) above)
                  from the Closing Date through the Commitment Termination Date
                  shall not exceed 10% of the book value of Total Tangible
                  Assets calculated at the time immediately prior to the
                  proposed sale or disposition; and

                  (d) the sale of any receivables and related property to one or
                  more Permitted Securitization Subsidiaries so long as such
                  sale is made to consummate a Permitted Securitization
                  Transaction.

                  Section 7.7. Transactions with Affiliates. The Borrower will
not, and will not permit any of its Subsidiaries to, sell, lease or otherwise
transfer any property or assets to, or purchase, lease or otherwise acquire any
property or assets from, or otherwise engage in any other transactions with, any
of its Affiliates, except (a) in the ordinary course of business at prices and
on terms and conditions not less favorable to the Borrower or such Subsidiary
than could be obtained on an arm's-length basis from unrelated third parties,
(b) transactions between or among the Borrower and any Subsidiary Loan Party not
involving any other Affiliates, (c) transactions between or among the Borrower
and any of its Subsidiaries on the one hand and any Minority Investment or any
Subsidiary which is not a Subsidiary Loan Party on the other hand subject to the
limitations set forth in Section 7.4, (d) any Restricted Payment permitted by
Section 7.5 and (e) transactions between the Borrower and any Restricted
Subsidiary on the one hand and any Permitted Securitization Subsidiary on the
other hand pursuant to any Permitted Securitization Transaction.

                  Section 7.8. Restrictive Agreements. The Borrower will not,
and will not permit any wholly-owned Restricted Subsidiary to, directly or
indirectly, enter into, incur or permit to exist any agreement that prohibits,
restricts or imposes any condition upon (a) the ability of the Borrower or any
wholly-owned Restricted Subsidiary to create, incur or permit any Lien upon any
of its assets or properties, whether now owned or hereafter acquired, or (b) the
ability of any wholly-owned Restricted Subsidiary to pay dividends or other
distributions with respect to its common stock, to make or repay loans or
advances to the Borrower or any other Subsidiary, to Guarantee Indebtedness of
the Borrower or any other Subsidiary or to transfer any of its property or
assets to the Borrower or any Subsidiary of the Borrower; provided, that (i) the
foregoing shall not apply to restrictions or conditions imposed by law or by
this Agreement or any other Loan Document, (ii) the foregoing shall not apply to
customary restrictions and conditions contained in agreements relating to the
sale of a Subsidiary pending such sale, provided such restrictions and
conditions apply only to the Subsidiary that is sold and such sale is permitted
hereunder, (iii) clause (a) shall not apply to restrictions or conditions
imposed by any agreement relating to secured Indebtedness permitted by this
Agreement if such restrictions and conditions apply only to the property or
assets securing such Indebtedness and (iv) clause (a) shall not apply to
customary provisions in leases restricting the assignment thereof.

                  Section 7.9. Hedging Agreements. The Borrower will not, and
will not permit any of the Subsidiaries to, enter into any Hedging Agreement,
other than Hedging Agreements entered into in the ordinary course of business
which are designed to protect the Borrower or its Subsidiaries against
fluctuations in interest rates, exchange rates or fluctuations in commodity
prices.

                  Section 7.10. Amendment to Material Documents. The Borrower
will not, and will not permit any other Loan Party to, amend, modify or waive
any of its rights in a manner materially adverse to the Lenders under its
certificate of incorporation, bylaws or other organizational documents.

                  Section 7.11. Accounting Changes. The Borrower will not, and
will not permit any Subsidiary to, make any significant change in accounting
treatment or reporting practices, except as required by GAAP, or change the
fiscal year of the Borrower or of any Subsidiary, except to change the fiscal
year of a Subsidiary to conform its fiscal year to that of the Borrower.

                  Section 7.12. Limitation on Securitization Undertakings of
Borrower and Restricted Subsidiaries. Neither the Borrower nor any Restricted
Subsidiary shall incur or become obligated in respect of any Indebtedness or
other obligation in connection with any Permitted Securitization Transaction
other than Indebtedness (i) resulting from the transfer of any receivable and
related property in connection with a Permitted Securitization Transaction so
long as such Indebtedness is non-recourse as to the Borrower and any Restricted
Subsidiary (other than as to the transferred receivables and related property)
and (ii) consisting of Standard Securitization Undertakings.


                                  ARTICLE VIII

                                EVENTS OF DEFAULT

                  Section 8.1.      Events of Default.  If any of the following
events (each an "Event of Default") shall occur:

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

                  (b) the Borrower shall fail to pay any interest on any Loan or
any fee or any other amount (other than an amount payable under clause (a) of
this Article) payable under this Agreement or any other Loan Document, when and
as the same shall become due and payable, and such failure shall continue
unremedied for a period of three (3) Business Days; or

                  (c) any representation or warranty made or deemed made by or
on behalf of the Borrower or any Subsidiary in or in connection with this
Agreement or any other Loan Document (including the Schedules attached thereto)
and any amendments or modifications hereof or waivers hereunder, or in any
certificate or financial statement submitted to the Administrative Agent or the
Lenders by any Loan Party pursuant to or in connection with this Agreement or
any other Loan Document shall prove to be incorrect in any material respect when
made or deemed made or submitted; or

                  (d) the Borrower shall fail to observe or perform any covenant
or agreement contained in Sections 5.2, 5.3 (with respect to the Borrower's
existence) or Articles VI or VII; or

                  (e) any Loan Party shall fail to observe or perform any
covenant or agreement contained in this Agreement (other than those referred to
in clauses (a), (b) and (d) above), and such failure shall remain unremedied for
30 days after the earlier of (i) any officer of the Borrower becomes aware of
such failure, or (ii) notice thereof shall have been given to the Borrower by
the Administrative Agent or any Lender; or

                  (f) the Borrower, any Permitted Securitization Subsidiary, any
Subsidiary Loan Party or any Material Foreign Subsidiary (whether as primary
obligor or as guarantor or other surety) shall fail to pay any principal of or
premium or interest on any Indebtedness exceeding $10,000,000 individually or in
the aggregate, when and as the same shall become due and payable (whether at
scheduled maturity, required prepayment, acceleration, demand or otherwise), and
such failure shall continue after the applicable grace period, if any, specified
in the agreement or instrument evidencing such Indebtedness; or any other event
shall occur or condition shall exist under any agreement or instrument relating
to such Indebtedness and shall continue after the applicable grace period, if
any, specified in such agreement or instrument, if the effect of such event or
condition is to accelerate, or permit the acceleration of, the maturity of such
Indebtedness; or any such Indebtedness shall be declared to be due and payable;
or required to be prepaid or redeemed (other than by a regularly scheduled
required prepayment or redemption), purchased or defeased, or any offer to
prepay, redeem, purchase or defease such Indebtedness shall be required to be
made, in each case prior to the stated maturity thereof; or

                  (g) the Borrower, any Permitted Securitization Subsidiary, any
Subsidiary Loan Party or any Material Foreign Subsidiary shall (i) commence a
voluntary case or other proceeding or file any petition seeking liquidation,
reorganization or other relief under any federal, state or foreign bankruptcy,
insolvency or other similar law now or hereafter in effect or seeking the
appointment of a custodian, trustee, receiver, liquidator or other similar
official of it or any substantial part of its property, (ii) consent to the
institution of, or fail to contest in a timely and appropriate manner, any
proceeding or petition described in clause (i) of this Section, (iii) apply for
or consent to the appointment of a custodian, trustee, receiver, liquidator or
other similar official for the Borrower, any Subsidiary Loan Party or any
Material Foreign Subsidiary or for a substantial part of its assets, (iv) file
an answer admitting the material allegations of a petition filed against it in
any such proceeding, (v) make a general assignment for the benefit of creditors,
or (vi) take any action for the purpose of effecting any of the foregoing; or

                  (h) an involuntary proceeding shall be commenced or an
involuntary petition shall be filed seeking (i) liquidation, reorganization or
other relief in respect of the Borrower, any Subsidiary Loan Party, any
Permitted Securitization Subsidiary or any Material Foreign Subsidiary or its
debts, or any substantial part of its assets, under any federal, state or
foreign bankruptcy, insolvency or other similar law now or hereafter in effect
or (ii) the appointment of a custodian, trustee, receiver, liquidator or other
similar official for the Borrower, any Subsidiary Loan Party or any Material
Foreign Subsidiary or for a substantial part of its assets, and in any such
case, such proceeding or petition shall remain undismissed for a period of 60
days or an order or decree approving or ordering any of the foregoing shall be
entered; or

                  (i) the Borrower, any Permitted Securitization Subsidiary, any
Subsidiary Loan Party or any Material Foreign Subsidiary shall become unable to
pay, shall admit in writing its inability to pay, or shall fail to pay, its
debts as they become due; or

                  (j) an ERISA Event shall have occurred that, when taken
together with other ERISA Events that have occurred, could reasonably be
expected to result in liability to the Borrower and the Subsidiaries in an
aggregate amount exceeding $10,000,000; or

                  (k) any judgment or order for the payment of money where the
amount not covered by insurance (or the amount as to which the insurer denies
liability) exceeds $10,000,000 in the aggregate shall be rendered against the
Borrower, any Permitted Securitization Subsidiary, any Subsidiary Loan Party or
any Material Foreign Subsidiary which judgment remains in effect for 30 days
without being paid, stayed, dismissed or deferred; or

                  (l) any non-monetary judgment or order shall be rendered
against the Borrower, any Permitted Securitization Subsidiary, any Subsidiary
Loan Party or any Material Foreign Subsidiary that could reasonably be expected
to have a Material Adverse Effect, and there shall be a period of 30 consecutive
days during which a stay of enforcement of such judgment or order, by reason of
a pending appeal or otherwise, shall not be in effect; or

                  (m) a Change in Control shall occur or exist; or

                  (n) any provision of any Loan Document shall for any reason
cease to be valid and binding on, or enforceable against, any Loan Party, or any
Loan Party shall so state in writing, or any Subsidiary Loan Party shall seek to
terminate its Subsidiary Guarantee Agreement; or

                  (o) any event of default shall occur under any Loan Document,
or the Borrower, or any Subsidiary Loan Party shall violate any term or
condition of any Loan Document (after giving effect to any cure or grace periods
therein); or

                  (p) There shall occur any breach of any covenant by the
Borrower, any Restricted Subsidiary or any Permitted Securitization Subsidiary
contained in any agreement relating to Permitted Securitization Transaction
causing or permitting the acceleration of the obligations thereunder or
requiring the prepayment of such obligations or termination of such
securitization program prior to its stated maturity or term;

then, and in every such event (other than an event with respect to the Borrower
described in clause (g) or (h) of this Section) and at any time thereafter
during the continuance of such event, the Administrative Agent may, and upon the
written request of the Required Lenders shall, by notice to the Borrower, take
any or all of the following actions, at the same or different times: (i)
terminate the Commitments, whereupon the Commitment of each Lender shall
terminate immediately; (ii) declare the principal of and any accrued interest on
the Loans, and all other Obligations owing hereunder, to be, whereupon the same
shall become due and payable immediately, without presentment, demand, protest
or other notice of any kind, all of which are hereby waived by the Borrower,
(iii) to demand the deposit of cash collateral pursuant to Section 2.22(g)
hereof and (iv) exercise all remedies contained in any other Loan Document; and
that, if an Event of Default specified in either clause (g) or (h) shall occur,
the Commitments shall automatically terminate and the principal of the Loans
then outstanding, together with accrued interest thereon, and all fees, and all
other Obligations shall automatically become due and payable, without
presentment, demand, protest or other notice of any kind, all of which are
hereby waived by the Borrower.


                                   ARTICLE IX

                            THE ADMINISTRATIVE AGENT

                  Section 9.1. Appointment of Administrative Agent. (a) Each
Lender irrevocably appoints SunTrust Bank as the Administrative Agent and
authorizes it to take such actions on its behalf and to exercise such powers as
are delegated to the Administrative Agent under this Agreement and the other
Loan Documents, together with all such actions and powers that are reasonably
incidental thereto. The Administrative Agent may perform any of its duties
hereunder by or through any one or more sub-agents appointed by the
Administrative Agent. The Administrative Agent and any such sub-agent may
perform any and all of its duties and exercise its rights and powers through
their respective Related Parties. The exculpatory provisions set forth in this
Article shall apply to any such sub-agent and the Related Parties of the
Administrative Agent and any such sub-agent and shall apply to their respective
activities in connection with the syndication of the credit facilities provided
for herein as well as activities as Administrative Agent.

                  (b) The Issuing Bank shall act on behalf of the Lenders with
respect to any Letters of Credit issued by it and the documents associated
therewith until such time and except for so long as the Administrative Agent may
agree at the request of the Required Lenders to act for the Issuing Bank with
respect thereto; provided, that the Issuing Bank shall have all the benefits and
immunities (i) provided to the Administrative Agent in this Article IX with
respect to any acts taken or omissions suffered by the Issuing Bank in
connection with Letters of Credit issued by it or proposed to be issued by it
and the application and agreements for letters of credit pertaining to the
Letters of Credit as fully as the term "Administrative Agent" as used in this
Article IX included the Issuing Bank with respect to such acts or omissions and
(ii) as additionally provided in this Agreement with respect to the Issuing
Bank.

                  Section 9.2. Nature of Duties of Administrative Agent. The
Administrative Agent shall not have any duties or obligations except those
expressly set forth in this Agreement and the other Loan Documents. Without
limiting the generality of the foregoing, (a) the Administrative Agent shall not
be subject to any fiduciary or other implied duties, regardless of whether a
Default or an Event of Default has occurred and is continuing, (b) the
Administrative Agent shall not have any duty to take any discretionary action or
exercise any discretionary powers, except those discretionary rights and powers
expressly contemplated by the Loan Documents that the Administrative Agent is
required to exercise in writing by the Required Lenders (or such other number or
percentage of the Lenders as shall be necessary under the circumstances as
provided in Section 10.2), and (c) except as expressly set forth in the Loan
Documents, the Administrative Agent shall not have any duty to disclose, and
shall not be liable for the failure to disclose, any information relating to the
Borrower or any of its Subsidiaries that is communicated to or obtained by the
Administrative Agent or any of its Affiliates in any capacity. The
Administrative Agent shall not be liable for any action taken or not taken by it
with the consent or at the request of the Required Lenders (or such other number
or percentage of the Lenders as shall be necessary under the circumstances as
provided in Section 10.2) or in the absence of its own gross negligence or
willful misconduct. The Administrative Agent shall not be deemed to have
knowledge of any Default or Event of Default unless and until written notice
thereof is given to the Administrative Agent by the Borrower or any Lender, and
the Administrative Agent shall not be responsible for or have any duty to
ascertain or inquire into (i) any statement, warranty or representation made in
or in connection with any Loan Document, (ii) the contents of any certificate,
report or other document delivered hereunder or thereunder or in connection
herewith or therewith, (iii) the performance or observance of any of the
covenants, agreements, or other terms and conditions set forth in any Loan
Document, (iv) the validity, enforceability, effectiveness or genuineness of any
Loan Document or any other agreement, instrument or document, or (v) the
satisfaction of any condition set forth in Article III or elsewhere in any Loan
Document, other than to confirm receipt of items expressly required to be
delivered to the Administrative Agent.

                  Section 9.3. Lack of Reliance on the Administrative Agent.
Each of the Lenders, the Swingline Lender and the Issuing Bank acknowledges that
it has, independently and without reliance upon the Administrative Agent or any
other Lender and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Agreement. Each of the Lenders, the Swingline Lender and the Issuing Bank also
acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and
information as it has deemed appropriate, continue to make its own decisions in
taking or not taking of any action under or based on this Agreement, any related
agreement or any document furnished hereunder or thereunder.

                  Section 9.4. Certain Rights of the Administrative Agent. If
the Administrative Agent shall request instructions from the Required Lenders
with respect to any action or actions (including the failure to act) in
connection with this Agreement, the Administrative Agent shall be entitled to
refrain from such act or taking such act, unless and until it shall have
received instructions from such Lenders; and the Administrative Agent shall not
incur liability to any Person by reason of so refraining. Without limiting the
foregoing, no Lender shall have any right of action whatsoever against the
Administrative Agent as a result of the Administrative Agent acting or
refraining from acting hereunder in accordance with the instructions of the
Required Lenders where required by the terms of this Agreement.

                  Section 9.5. Reliance by Administrative Agent. The
Administrative Agent shall be entitled to rely upon, and shall not incur any
liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by it to be genuine
and to have been signed, sent or made by the proper Person. The Administrative
Agent may also rely upon any statement made to it orally or by telephone and
believed by it to be made by the proper Person and shall not incur any liability
for relying thereon. The Administrative Agent may consult with legal counsel
(including counsel for the Borrower), independent public accountants and other
experts selected by it and shall not be liable for any action taken or not taken
by it in accordance with the advice of such counsel, accountants or experts.

                  Section 9.6. The Administrative Agent in its Individual
Capacity. The bank serving as the Administrative Agent shall have the same
rights and powers under this Agreement and any other Loan Document in its
capacity as a Lender as any other Lender and may exercise or refrain from
exercising the same as though it were not the Administrative Agent; and the
terms "Lenders", "Required Lenders", "holders of Notes", or any similar terms
shall, unless the context clearly otherwise indicates, include the
Administrative Agent in its individual capacity. The bank acting as the
Administrative Agent and its Affiliates may accept deposits from, lend money to,
and generally engage in any kind of business with the Borrower or any Subsidiary
or Affiliate of the Borrower as if it were not the Administrative Agent
hereunder.

                  Section 9.7.      Successor Administrative Agent.

                  (a) The Administrative Agent may resign at any time by giving
notice thereof to the Lenders and the Borrower. Upon any such resignation, the
Required Lenders shall have the right to appoint a successor Administrative
Agent, subject to the approval by the Borrower (not to be unreasonably withheld
or delayed) provided that no Default or Event of Default shall exist at such
time. If no successor Administrative Agent shall have been so appointed, and
shall have accepted such appointment within 30 days after the retiring
Administrative Agent gives notice of resignation, then the retiring
Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint
a successor Administrative Agent, which shall be a commercial bank organized
under the laws of the United States of America or any state thereof or a bank
which maintains an office in the United States, having a combined capital and
surplus of at least $500,000,000.

                  (b) Upon the acceptance of its appointment as the
Administrative Agent hereunder by a successor, such successor Administrative
Agent shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Administrative Agent, and the retiring
Administrative Agent shall be discharged from its duties and obligations under
this Agreement and the other Loan Documents. If within 45 days after written
notice is given of the retiring Administrative Agent's resignation under this
Section 9.7 no successor Administrative Agent shall have been appointed and
shall have accepted such appointment, then on such 45th day (i) the retiring
Administrative Agent's resignation shall become effective, (ii) the retiring
Administrative Agent shall thereupon be discharged from its duties and
obligations under the Loan Documents and (iii) the Required Lenders shall
thereafter perform all duties of the retiring Administrative Agent under the
Loan Documents until such time as the Required Lenders appoint a successor
Administrative Agent as provided above. After any retiring Administrative
Agent's resignation hereunder, the provisions of this Article IX shall continue
in effect for the benefit of such retiring Administrative Agent and its
representatives and agents in respect of any actions taken or not taken by any
of them while it was serving as the Administrative Agent.

                                    ARTICLE X

                                  MISCELLANEOUS

                  Section 10.1.     Notices.
                                    -------

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

         To the Borrower:          John H. Harland Company
                                            2939 Miller Road
                                            Decatur, GA  30035
                                            Attention:  Henry R. Bond
                                            Telecopy Number:  (770) 593-5367

         With a copy to:           John H. Harland Company
                                            2939 Miller Road
                                            Decatur, GA  30035
                                            Attention:  John Walters
                                            Telecopy Number:  (770) 593-5619

         To the Administrative Agent:

                                  SunTrust Bank
                                            303 Peachtree Street, N. E.,
                                            3rd Floor
                                            Atlanta, Georgia 30308
                                            Attention:  Brian Peters
                                            Telecopy Number:  (404) 588-8833

         With a copy to:           SunTrust Robinson Humphrey, a division
                                    of SunTrust Capital Markets
                                            303 Peachtree Street, N. E.
                                            25th Floor
                                            Atlanta, Georgia 30308
                                            Attention:  Agency Services
                                            Telecopy Number:  (404) 724-3879

         To the Issuing Bank:     SunTrust Bank
                                            25 Park Place, N. E./Mail Code 3706
                                            Atlanta, Georgia 30303
                                            Attention: Jon Conley,
                                                       Vice President
                                            Telecopy Number: (404) 588-8129

         To the Swingline Lender:  SunTrust Bank
                                            303 Peachtree Street, N.E./3rd Floor
                                            Atlanta, Georgia 30308
                                            Attention:  Brian Peters
                                            Telecopy Number:  (404) 588-8833

         To any other Lender:      the address set forth in the Administrative
Questionnaire

Any party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto. All such notices
and other communications shall, when transmitted by overnight delivery, or
faxed, be effective when delivered for overnight (next-day) delivery, or
transmitted in legible form by facsimile machine, respectively, or if mailed,
upon the third Business Day after the date deposited into the mails or if
delivered, upon delivery; provided, that notices delivered to the Administrative
Agent, the Issuing Bank or the Swingline Bank shall not be effective until
actually received by such Person at its address specified in this Section 10.1.

                  (b) Any agreement of the Administrative Agent and the Lenders
herein to receive certain notices by telephone or facsimile is solely for the
convenience and at the request of the Borrower. The Administrative Agent and the
Lenders shall be entitled to rely on the authority of any Person purporting to
be a Person authorized by the Borrower to give such notice and the
Administrative Agent and Lenders shall not have any liability to the Borrower or
other Person on account of any action taken or not taken by the Administrative
Agent or the Lenders in reliance upon such telephonic or facsimile notice. The
obligation of the Borrower to repay the Loans and all other Obligations
hereunder shall not be affected in any way or to any extent by any failure of
the Administrative Agent and the Lenders to receive written confirmation of any
telephonic or facsimile notice or the receipt by the Administrative Agent and
the Lenders of a confirmation which is at variance with the terms understood by
the Administrative Agent and the Lenders to be contained in any such telephonic
or facsimile notice.

                  Section 10.2.     Waiver; Amendments.
                                    ------------------

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

                  (b) No amendment or waiver of any provision of this Agreement
or the other Loan Documents, nor consent to any departure by the Borrower
therefrom, shall in any event be effective unless the same shall be in writing
and signed by the Borrower and the Required Lenders or the Borrower and the
Administrative Agent with the consent of the Required Lenders and then such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given; provided, that no amendment or waiver shall:
(i) increase the Commitment of any Lender without the written consent of such
Lender, (ii) reduce the principal amount of any Loan or LC Disbursement or
reduce the rate of interest thereon, or reduce any fees payable hereunder,
without the written consent of each Lender affected thereby, (iii) postpone the
date fixed for any payment of any principal of, or interest on, any Loan or LC
Disbursement or interest thereon or any fees hereunder or reduce the amount of,
waive or excuse any such payment, or postpone the scheduled date for the
termination or reduction of any Commitment, without the written consent of each
Lender affected thereby, (iv) change Section 2.20 (b) or (c) in a manner that
would alter the pro rata sharing of payments required thereby, without the
written consent of each Lender, (v) change any of the provisions of this Section
or the definition of "Required Lenders" or any other provision hereof specifying
the number or percentage of Lenders which are required to waive, amend or modify
any rights hereunder or make any determination or grant any consent hereunder,
without the consent of each Lender; (vi) release any guarantor or limit the
liability of any such guarantor under any guaranty agreement except as provided
in Section 5.10 hereof without the written consent of each Lender; (vii) release
all or substantially all collateral (if any) securing any of the Obligations
except as provided in Section 5.10 hereof or agree to subordinate any Lien in
such collateral to any other creditor of the Borrower or any Subsidiary without
the written consent of each Lender; provided further, that no such agreement
shall amend, modify or otherwise affect the rights, duties or obligations of the
Administrative Agent, the Swingline Bank or the Issuing Bank without the prior
written consent of such Person.

                  Section 10.3.     Expenses; Indemnification; Waivers.
                                    ----------------------------------

                  (a) The Borrower shall pay (i) all reasonable, out-of-pocket
costs and expenses of the Administrative Agent and its Affiliates, including the
reasonable fees, charges and disbursements of counsel for the Administrative
Agent and its Affiliates, in connection with the syndication of the credit
facilities provided for herein, the preparation and administration of the Loan
Documents and any amendments, modifications or waivers thereof (whether or not
the transactions contemplated in this Agreement or any other Loan Document shall
be consummated) including all such out-of-pocket expenses incurred during any
workout, restructuring or negotiations in respect of such Loans or Letters of
Credit, (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank
in connection with the issuance, amendment, renewal or extension of any Letter
of Credit or any demand for payment thereunder and (iii) all out-of-pocket costs
and expenses (including, without limitation, the reasonable fees, charges and
disbursements of outside counsel) incurred by the Administrative Agent, the
Issuing Bank or any Lender in connection with the enforcement of its rights in
connection with this Agreement, including its rights under this Section, or in
connection with the Loans made or any Letters of Credit issued hereunder.

                   (b) The Borrower shall indemnify the Administrative Agent,
the Issuing Bank and each Lender, and each Related Party of any of the foregoing
(each, an "Indemnitee") against, and hold each of them harmless from, any and
all costs, losses, liabilities, claims, damages and related expenses, including
the fees, charges and disbursements of any counsel for any Indemnitee, which may
be incurred by or asserted against any Indemnitee arising out of, in connection
with or as a result of (i) the execution or delivery of this Agreement or any
other agreement or instrument contemplated hereby, the performance by the
parties hereto of their respective obligations hereunder or the consummation of
any of the transactions contemplated hereby, (ii) any Loan or Letter of Credit
or any actual or proposed use of the proceeds therefrom (including any refusal
by the Issuing Bank to honor a demand for payment under a Letter of Credit if
the documents presented in connection with such demand do not strictly comply
with the terms of such Letter of Credit), (iii) any actual or alleged presence
or release of Hazardous Materials on or from any property owned by the Borrower
or any Subsidiary or any Environmental Liability related in any way to the
Borrower or any Subsidiary or (iv) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory and regardless of whether any Indemnitee is a
party thereto; provided, that the Borrower shall not be obligated to indemnify
any Indemnitee for any of the foregoing arising out of such Indemnitee's gross
negligence or willful misconduct as determined by a court of competent
jurisdiction in a final and nonappealable judgment.

                   (c) The Borrower shall pay, and hold the Administrative Agent
and each of the Lenders harmless from and against, any and all present and
future stamp, documentary, and other similar taxes with respect to this
Agreement and any other Loan Documents, any collateral described therein, or any
payments due thereunder, and save the Administrative Agent and each Lender
harmless from and against any and all liabilities with respect to or resulting
from any delay or omission to pay such taxes.

                  (d) To the extent that the Borrower fails to pay any amount
required to be paid to the Administrative Agent, the Issuing Bank or the
Swingline Lender under clauses (a), (b) or (c) hereof (other than any amounts
consisting of out-of-pocket costs and expenses incurred in connection with the
syndication of the credit facilities), each Lender severally agrees to pay to
the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case
may be, such Lender's Pro Rata Share (determined as of the time that the
unreimbursed expense or indemnity payment is sought) of such unpaid amount;
provided, that the unreimbursed expense or indemnified payment, claim, damage,
liability or related expense, as the case may be, was incurred by or asserted
against the Administrative Agent, the Issuing Bank or the Swingline Lender in
its capacity as such.

                  (e) To the extent permitted by applicable law, the Borrower
shall not assert, and hereby waives, any claim against any Indemnitee, on any
theory of liability, for special, indirect, consequential or punitive damages
(as opposed to actual or direct damages) arising out of, in connection with or
as a result of, this Agreement or any agreement or instrument contemplated
hereby, the transactions contemplated therein, any Loan or any Letter of Credit
or the use of proceeds thereof.

                  (f) All amounts due under this Section shall be payable
promptly after written demand therefor.

                  Section 10.4.Successors and Assigns.

                  (a) The provisions of this Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns, except that the Borrower may not assign or transfer any of its rights
hereunder without the prior written consent of each Lender (and any attempted
assignment or transfer by the Borrower without such consent shall be null and
void).

                  (b) Any Lender may at any time assign to one or more banks or
other financial institutions all or a portion of its rights and obligations
under this Agreement and the other Loan Documents (including all or a portion of
its Commitment and the Loans and LC Exposure at the time owing to it); provided,
that (i) except in the case of an assignment to a Lender or an Affiliate of a
Lender, each of the Borrower and the Administrative Agent (and, in the case of
an assignment of all or a portion of a Commitment or any Lender's obligations in
respect of its LC Exposure or Swingline Exposure, the Issuing Bank and the
Swingline Lender) must give their prior written consent (which consent shall not
be unreasonably withheld or delayed), (ii) except in the case of an assignment
to a Lender or an Affiliate of a Lender or an assignment of the entire amount of
the assigning Lender's Commitment hereunder or an assignment while an Event of
Default has occurred and is continuing, the amount of the Commitment of the
assigning Lender subject to each such assignment (determined as of the date the
Assignment and Acceptance with respect to such assignment is delivered to the
Administrative Agent) shall not be less than $1,000,000 (unless the Borrower and
the Administrative Agent shall otherwise consent), (iii) the assigning Lender
and the assignee shall execute and deliver to the Administrative Agent an
Assignment and Acceptance, together with a processing and recordation fee
payable by the assigning Lender or the assignee (as determined between such
Persons) in an amount equal to $1,000 and (iv) such assignee, if it is not a
Lender, shall deliver a duly completed Administrative Questionnaire to the
Administrative Agent; provided, that any consent of the Borrower otherwise
required hereunder shall not be required if an Event of Default has occurred and
is continuing. Upon the execution and delivery of the Assignment and Acceptance
and payment by such assignee to the assigning Lender of an amount equal to the
purchase price agreed between such Persons, such assignee shall become a party
to this Agreement and any other Loan Documents to which such assigning Lender is
a party and, to the extent of such interest assigned by such Assignment and
Acceptance, shall have the rights and obligations of a Lender under this
Agreement, and the assigning Lender shall be released from its obligations
hereunder to a corresponding extent (and, in the case of an Assignment and
Acceptance covering all of the assigning Lender's rights and obligations under
this Agreement, such Lender shall cease to be a party hereto but shall continue
to be entitled to the benefits of Sections 2.17, 2.18, 2.19 and 10.3). Upon the
consummation of any such assignment hereunder, the assigning Lender, the
Administrative Agent and the Borrower shall make appropriate arrangements to
have new Notes issued. Any assignment or other transfer by a Lender that does
not fully comply with the terms of this clause (b) shall be treated for purposes
of this Agreement as a sale of a participation pursuant to clause (c) below.

                  (c) Any Lender may at any time, without the consent of the
Borrower, the Administrative Agent, the Issuing Bank or the Swingline Lender,
sell participations to one or more banks or other entities (a "Participant") in
all or a portion of such Lender's rights and obligations under this Agreement
(including all or a portion of its Commitment, the Loans owing to it and its LC
Exposure); provided, that (i) such Lender's obligations under this Agreement
shall remain unchanged, (ii) such Lender shall remain solely responsible to the
other parties hereto for the performance of its obligations hereunder, and (iii)
the Borrower, the Administrative Agent, the Swingline Bank, the Issuing Bank and
the other Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under this Agreement and
the other Loan Documents. Any agreement between such Lender and the Participant
with respect to such participation shall provide that such Lender shall retain
the sole right and responsibility to enforce this Agreement and the other Loan
Documents and the right to approve any amendment, modification or waiver of this
Agreement and the other Loan Documents; provided, that such participation
agreement may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, modification or waiver of this Agreement
described in the first proviso of Section 10.2(b) that affects the Participant.
The Borrower agrees that each Participant shall be entitled to the benefits of
Sections 2.17, 2.18 and 2.19 to the same extent as if it were a Lender hereunder
and had acquired its interest by assignment pursuant to paragraph (b); provided,
that no Participant shall be entitled to receive any greater payment under
Section 2.17 or 2.19 than the applicable Lender would have been entitled to
receive with respect to the participation sold to such Participant unless the
sale of such participation is made with the Borrower's prior written consent. To
the extent permitted by law, the Borrower agrees that each Participant shall be
entitled to the benefits of Section 2.20 as though it were a Lender, provided,
that such Participant agrees to share with the Lenders the proceeds thereof in
accordance with Section 2.20 as fully as if it were a Lender hereunder. A
Participant that would be a Foreign Lender if it were a Lender shall not be
entitled to the benefits of Section 2.19 unless the Borrower is notified of such
participation sold to such Participant and such Participant agrees, for the
benefit of the Borrower, to comply with Section 2.19(e) as though it were a
Lender hereunder.

                  (d) Any Lender may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement and its Notes
(if any) to secure its obligations to a Federal Reserve Bank without complying
with this Section; provided, that no such pledge or assignment shall release a
Lender from any of its obligations hereunder or substitute any such pledgee or
assignee for such Lender as a party hereto.

                  (e) Notwithstanding anything to the contrary contained herein,
any Lender (a "Granting Lender") may grant to a special purpose funding vehicle
(an "SPV"), identified as such in writing from time to time by the Granting
Lender to the Administrative Agent and the Borrower, the option to provide to
the Borrower all or any part of any Loan that such Granting Lender would
otherwise be obligated to make to the Borrower pursuant to this Agreement;
provided, that (i) nothing herein shall constitute a commitment by any SPV to
make any Loan and (ii) if an SPV elects not to exercise such option or otherwise
fails to provide all or any part of any Loan, the Granting Lender shall be
obligated to make such Loan pursuant to the terms hereof. The making of a Loan
by an SPV hereunder shall utilize the Commitment of the Granting Lender to the
same extent, and as if such Loan were made by such Granting Lender. Each party
hereto hereby agrees that no SPV shall be liable for any indemnity or similar
payment obligation under this Agreement (all liability for which shall remain
with the Granting Lender). In furtherance of the foregoing, each party hereto
hereby agrees (which agreement shall survive the termination of this Agreement)
that, prior to the date that is one year and one day after the payment in full
of all outstanding commercial paper or other senior indebtedness of any SPV, it
will not institute against, or join any other Person in instituting against,
such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings under the laws of the United States or any State contrary in this
Section 10.4, any SPV may (i) with notice to, but without the prior written
consent of, the Borrower and the Administrative Agent and without paying any
processing fee therefor, assign all or a portion of its interests in any Loans
to the Granting Lender or to any financial institutions (consented to by the
Borrower and the Administrative Agent) providing liquidity and/or credit support
to or for the account of such SPV to support the funding or maintenance of Loans
and (ii) disclose on a confidential basis any non-public information relating to
its Loans to any rating agency, commercial paper dealer or provider of any
surety, guarantee or credit or liquidity enhancement to such SPV. As this
Section 10.4(e) applies to any particular SPV, this Section may not be amended
without the written consent of such SPV.

                  Section 10.5.Governing Law; Jurisdiction; Consent to Service
                               of Process.
                               ------------------------------------------------

                  (a) This Agreement and the other Loan Documents shall be
construed in accordance with and be governed by the law (without giving effect
to the conflict of law principles thereof) of the State of Georgia.

                  (b) The Borrower hereby irrevocably and unconditionally
submits, for itself and its property, to the non-exclusive jurisdiction of the
United States District Court of the Northern District of Georgia, and of any
state court of the State of Georgia located in Fulton County and any appellate
court from any thereof, in any action or proceeding arising out of or relating
to this Agreement or any other Loan Document or the transactions contemplated
hereby or thereby, or for recognition or enforcement of any judgment, and each
of the parties hereto hereby irrevocably and unconditionally agrees that all
claims in respect of any such action or proceeding may be heard and determined
in such Georgia state court or , to the extent permitted by applicable law, such
Federal court. Each of the parties hereto agrees that a final judgment in any
such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in this Agreement or any other Loan Document shall affect any right that
the Administrative Agent, the Issuing Bank or any Lender may otherwise have to
bring any action or proceeding relating to this Agreement or any other Loan
Document against the Borrower or its properties in the courts of any
jurisdiction.

                  (c) The Borrower irrevocably and unconditionally waives any
objection which it may now or hereafter have to the laying of venue of any such
suit, action or proceeding described in paragraph (b) of this Section and
brought in any court referred to in paragraph (b) of this Section. Each of the
parties hereto irrevocably waives, to the fullest extent permitted by applicable
law, the defense of an inconvenient forum to the maintenance of such action or
proceeding in any such court.

                  (d) Each party to this Agreement irrevocably consents to the
service of process in the manner provided for notices in Section 10.1. Nothing
in this Agreement or in any other Loan Document will affect the right of any
party hereto to serve process in any other manner permitted by law.

                  Section 10.6.WAIVER OF JURY TRIAL. EACH PARTY HERETO
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY
ARISING OUT OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

                  Section 10.7. Right of Setoff. In addition to any rights now
or hereafter granted under applicable law and not by way of limitation of any
such rights, each Lender and the Issuing Bank shall have the right, at any time
or from time to time upon the occurrence and during the continuance of an Event
of Default, without prior notice to the Borrower, any such notice being
expressly waived by the Borrower to the extent permitted by applicable law, to
set off and apply against all deposits (general or special, time or demand,
provisional or final) of the Borrower at any time held or other obligations at
any time owing by such Lender and the Issuing Bank to or for the credit or the
account of the Borrower against any and all Obligations held by such Lender or
the Issuing Bank, as the case may be, irrespective of whether such Lender or the
Issuing Bank shall have made demand hereunder and although such Obligations may
be unmatured. Each Lender and the Issuing Bank agree promptly to notify the
Administrative Agent and the Borrower after any such set-off and any application
made by such Lender and the Issuing Bank, as the case may be; provided, that the
failure to give such notice shall not affect the validity of such set-off and
application.

                  Section 10.8.Counterparts; Integration. This Agreement may be
executed by one or more of the parties to this Agreement on any number of
separate counterparts (including by telecopy), and all of said counterparts
taken together shall be deemed to constitute one and the same instrument. This
Agreement, the other Loan Documents, and any separate letter agreement(s)
relating to any fees payable to the Administrative Agent constitute the entire
agreement among the parties hereto and thereto regarding the subject matters
hereof and thereof and supersede all prior agreements and understandings, oral
or written, regarding such subject matters.

                  Section 10.9.Survival. All covenants, agreements,
representations and warranties made by the Borrower herein and in the
certificates or other instruments delivered in connection with or pursuant to
this Agreement shall be considered to have been relied upon by the other parties
hereto and shall survive the execution and delivery of this Agreement and the
making of any Loans and issuance of any Letters of Credit, regardless of any
investigation made by any such other party or on its behalf and notwithstanding
that the Administrative Agent, the Issuing Bank or any Lender may have had
notice or knowledge of any Default or incorrect representation or warranty at
the time any credit is extended hereunder, and shall continue in full force and
effect as long as the principal of or any accrued interest on any Loan or any
fee or any other amount payable under this Agreement is outstanding and unpaid
or any Letter of Credit is outstanding and so long as the Commitments have not
expired or terminated. The provisions of Sections 2.17, 2.18, 2.19, and 10.3 and
Article IX shall survive and remain in full force and effect regardless of the
consummation of the transactions contemplated hereby, the repayment of the
Loans, the expiration or termination of the Letters of Credit and the
Commitments or the termination of this Agreement or any provision hereof. All
representations and warranties made herein, in the certificates, reports,
notices, and other documents delivered pursuant to this Agreement shall survive
the execution and delivery of this Agreement and the other Loan Documents, and
the making of the Loans and the issuance of the Letters of Credit.

                  Section 10.10. Severability. Any provision of this Agreement
or any other Loan Document held to be illegal, invalid or unenforceable in any
jurisdiction, shall, as to such jurisdiction, be ineffective to the extent of
such illegality, invalidity or unenforceability without affecting the legality,
validity or enforceability of the remaining provisions hereof or thereof; and
the illegality, invalidity or unenforceability of a particular provision in a
particular jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction.

                  Section 10.11. Confidentiality. Each of the Administrative
Agent, the Issuing Bank and each Lender agrees to take normal and reasonable
precautions to maintain the confidentiality of any information designated in
writing as confidential and provided to it by the Borrower or any Subsidiary,
except that such information may be disclosed (i) to any Related Party of the
Administrative Agent, the Issuing Bank or any such Lender, including without
limitation accountants, legal counsel and other advisors, (ii) to the extent
required by applicable laws or regulations or by any subpoena or similar legal
process, (iii) to the extent requested by any regulatory agency or authority,
(iv) to the extent that such information becomes publicly available other than
as a result of a breach of this Section, or which becomes available to the
Administrative Agent, the Issuing Bank, any Lender or any Related Party of any
of the foregoing on a nonconfidential basis from a source other than the
Borrower, (v) in connection with the exercise of any remedy hereunder or any
suit, action or proceeding relating to this Agreement or the enforcement of
rights hereunder, and (ix) subject to provisions substantially similar to this
Section 10.11, to any actual or prospective assignee or Participant, or (vi)
with the consent of the Borrower. Any Person required to maintain the
confidentiality of any information as provided for in this Section shall be
considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such
information as such Person would accord its own confidential information.

                  Section 10.12. Interest Rate Limitation. Notwithstanding
anything herein to the contrary, if at any time the interest rate applicable to
any Loan, together with all fees, charges and other amounts which may be treated
as interest on such Loan under applicable law (collectively, the "Charges"),
shall exceed the maximum lawful rate of interest (the "Maximum Rate") which may
be contracted for, charged, taken, received or reserved by a Lender holding such
Loan in accordance with applicable law, the rate of interest payable in respect
of such Loan hereunder, together with all Charges payable in respect thereof,
shall be limited to the Maximum Rate and, to the extent lawful, the interest and
Charges that would have been payable in respect of such Loan but were not
payable as a result of the operation of this Section shall be cumulated and the
interest and Charges payable to such Lender in respect of other Loans or periods
shall be increased (but not above the Maximum Rate therefor) until such
cumulated amount, together with interest thereon at the Federal Funds Rate to
the date of repayment, shall have been received by such Lender.

                  Section 10.13. No Duties Imposed Upon Syndication Agent or
  Documentation Agent. None of the Persons identified as a "Co-Syndication
  Agent", "Joint Lead Arranger", "Book Manager" or "Co-Documentation Agent" from
  time to time under this Agreement shall have any right, power, obligation,
  liability, responsibility or duty under this Agreement other than, if such
  Person is a Lender, those applicable to all Lenders as such. Without limiting
  the foregoing, none of the Persons identified as a "Co-Syndication Agent",
  "Joint Lead Arranger", "Book Manager" or "Co-Documentation Agent" under this
  Agreement shall have or be deemed to have any fiduciary duty to or fiduciary
  relationship with any Lender. In addition to the agreements set forth in
  Section 9.3, each of the Lenders acknowledges that it has not relied, and will
  not rely, on any of the Persons so identified in deciding to enter into this
  Agreement or in taking or not taking action hereunder.

                  (remainder of page left intentionally blank)






<PAGE>

            [SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT]
                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their respective authorized officers as of the
day and year first above written.

                             JOHN H. HARLAND COMPANY

                          By___________________________
                              Name: John C. Walters
                              Title: Senior Vice President



                                            SUNTRUST BANK
                                             as  Administrative  Agent,
                                             as Issuing Bank,
                                             as Swingline Lender and
                                             as a Lender


                          By___________________________________
                              Name: Brian Peters
                              Title: Managing Director


                                            Revolving Commitment: 53,529,412.50

                                            LC Commitment:        $20,000,000

                                            Swingline Commitment: $25,000,000

                                            Term Loan Commitment: $16,470,587.50





<PAGE>

                                            WACHOVIA BANK, NATIONAL ASSOCIATION
                                             as a Lender


                                            By_________________________________
                                            Name:
                                            Title:


                                            Revolving Commitment: $53,529,412.50

                                            Term Loan Commitment: $16,470,587.50

Address for Notices

For General Notices:

Wachovia Bank, National Association
191 Peachtree Street, N.E.
GA8050
Atlanta, Georgia 30303
Telephone:  (404) 332-4333
Facsimile:  (404) 332-4058
Attention:  Kirsten Carver


For Administrative/Operations Notices:

Wachovia Bank, National Association
201 S. College Street, CP 9
NC1183
Charlotte, North Carolina 28288
Telephone:  (704) 715-7608
Facsimile:  (704) 715-0094
Attention:  Sharon Gibson




<PAGE>


                          US BANK NATIONAL ASSOCIATION
                                             as a Lender


                                            By_________________________________
                                            Name:
                                            Title:


                                            Revolving Commitment:   $42,058,824

                                            Term Loan Commitment:   $12,941,176

Address for Notices

For General Notices:

US Bank National Association
One US Bank Plaza
St. Louis, Missouri 63101
Telephone: (314) 418-2336
Facsimile:  (314) 418-3859
Attention:  Eric Hartman



For Administrative/Operations Notices:

US Bank National Association
P. O. Box 2188
Oshkosh, Wisconsin 54903
Telephone:  (920) 237-7604
Facsimile:  (920) 237-7993
Attention:  Connie Sweeney





<PAGE>

                                            BANK OF AMERICA, N.A.
                                             as a Lender


                                            By_________________________________
                                            Name:
                                            Title:


                                            Revolving Commitment:  $30,588,235

                                            Term Loan Commitment:   $9,411,765

Address for Notices

For General Notices:

Bank of America, N.A.
600 Peachtree Street
Atlanta, Georgia 30308
Telephone:  (404) 607-4569
Facsimile:  (404) 607-6343
Attention:  Will Powell



For Administrative/Operations Notices:

Bank of America, N.A.
9000 Southside Boulevard
Building 100
Jacksonville, Florida 32256
Telephone:  (904) 464-6502
Facsimile:  (904) 464-5552
Attention:  Andrea Hager



<PAGE>


                                            BNP PARIBAS
                                             as a Lender


                                            By_________________________________
                                            Name:
                                            Title:


                                            Revolving Commitment:   $30,588,235

                                            Term Loan Commitment:   $9,411,765

Address for Notices

For General Notices:

BNP Paribas
1200 Smith #3100
Houston, Texas 77002
Telephone:  (713) 982-1111
Facsimile:  (713) 659-5228
Attention:  John Stacy



For Administrative/Operations Notices:

BNP Paribas
919 Third Avenue
New York, New York 10022
Telephone:  (212) 471-6626
Facsimile:  (212) 841-2682
Attention:  Gabriel Candamo


<PAGE>


                                            REGIONS BANK
                                             as a Lender


                                            By_________________________________
                                            Name:
                                            Title:


                                            Revolving Commitment:   $30,588,235

                                            Term Loan Commitment:   $9,411,765

Address for Notices

For General Notices:

Regions Bank
6600 Peachtree Dunwoody Road
400 Embassy Row
Suite 210
Atlanta, Georgia 30328
Telephone:  (770) 481-4323
Facsimile:  (770) 481-4395
Attention:  Stephen Lee



For Administrative/Operations Notices:

Regions Bank
6600 Peachtree Dunwoody Road
400 Embassy Row
Suite 210
Atlanta, Georgia 30328
Telephone:  (770) 481-4378
Facsimile:  (770) 481-4395
Attention:  Rhonda Mitchell



<PAGE>


                                            FLEET NATIONAL BANK
                                             as a Lender


                                            By_________________________________
                                              Name:
                                              Title:


                                            Revolving Commitment:   $22,941,176

                                            Term Loan Commitment:   $7,058,824

Address for Notices

For General Notices:

Fleet National Bank
100 Federal Street
Boston, Massachusetts 02110
Telephone:  (617) 434-2903
Facsimile:  (617) 434-0800
Attention:  Irene Bartenstein



For Administrative/Operations Notices:

Fleet National Bank
100 Federal Street
Boston, Massachusetts 02110
Telephone:  (617) 434-5182
Facsimile:  (617) 434-0800
Attention:  Carol DeAngelo



<PAGE>


                                            FIFTH THIRD BANK
                                             as a Lender


                                            By_________________________________
                                            Name:
                                            Title:


                                            Revolving Commitment:   $19,117,647

                                            Term Loan Commitment:   $5,882,353

Address for Notices

For General Notices:

Fifth Third Bank
38 Fountain Square Plaza
MO 109046
Cincinnati, Ohio  45202
Telephone:  (513) 579-4110
Facsimile:  (513) 534-5947
Attention:  Chris Motley



For Administrative/Operations Notices:

Fifth Third Bank
38 Fountain Square Plaza
MO 109046
Cincinnati, Ohio 45202
Telephone:  (513) 534-7018
Facsimile:  (513) 534-5947
Attention:  Sylvana Schraffenberger




<PAGE>


                           MIZUHO CORPORATE BANK, LTD.
                                             as a Lender


                                            By_________________________________
                                            Name:
                                            Title:


                                            Revolving Commitment:   $19,117,647

                                            Term Loan Commitment:   $5,882,353

Address for Notices

For General Notices:

Mizuho Corporate Bank, Ltd.
1251 Avenue of the Americas
New York, New York 10020
Telephone:  (212) 282-3328
Facsimile:  (212) 282-4488
Attention:  Yumiko Kojima


For Administrative/Operations Notices:

Mizuho Corporate Bank, Ltd.
1800 Plaza Ten
Jersey City, New Jersey 07311
Telephone:  (201) 626-9311
Facsimile:  (201) 626-9935
Attention:  Xujian Huang




<PAGE>


                                            BANK HAPOALIM B.M.
                                             as a Lender


                                            By_________________________________
                                            Name:
                                            Title:


                                            Revolving Commitment:   $11,470,588

                                            Term Loan Commitment:   $3,529,412

Address for Notices

For General Notices:

Bank Hapoalim
1177 Avenue of the Americas
New York, New York 10036
Telephone:  (212) 782-2181
Facsimile:  (212) 782-2382
Attention:  Marc Bosc



For Administrative/Operations Notices:

Bank Hapoalim
1177 Avenue of the Americas
New York, New York 10036
Telephone:  (212) 782-2179
Facsimile:  (212) 782-2187
Attention:  Donna Gindoff



<PAGE>


                                            JPMORGAN CHASE BANK
                                             as a Lender


                                            By_________________________________
                                            Name:
                                            Title:


                                            Revolving Commitment:   $11,470,588

                                            Term Loan Commitment:   $3,529,412

Address for Notices

For General Notices:

JPMorgan Chase Bank
707 Travis Street
Houston, Texas 77002
Telephone:  (713) 216-4940
Facsimile:  (713) 216-6004
Attention:  H. David Jones



For Administrative/Operations Notices:

JPMorgan Chase Bank
1111 Fannin
10th Floor
Houston, Texas 77002
Telephone:  (713) 750-2513
Facsimile:  (713) 750-2228
Attention:  Angelica M. Castillo








<PAGE>


                                     ANNEX I

                               TRUE-UP ADJUSTMENT
<TABLE>
<CAPTION>


---------------------------------------------------------------------------------- -------------------------
                                                                                    Amount to be Funded to
                                                                                    Agent on Agreement Date
                                    Purchasing Lenders
---------------------------------------------------------------------------------- -------------------------
<S>                                                                                     <C>
SunTrust Bank                                                                           $ 1,531,221.72
---------------------------------------------------------------------------------- -------------------------
---------------------------------------------------------------------------------- -------------------------
Fifth Third Bancorp                                                                     $ 1,786,425.34
---------------------------------------------------------------------------------- -------------------------
---------------------------------------------------------------------------------- -------------------------
US Bank National Association                                                            $ 7,400,904.98
---------------------------------------------------------------------------------- -------------------------
---------------------------------------------------------------------------------- -------------------------
Regions Bank                                                                            $13,270,588.24
---------------------------------------------------------------------------------- -------------------------
---------------------------------------------------------------------------------- -------------------------
JPMorgan Chase Bank                                                                     $ 4,976,470.59
---------------------------------------------------------------------------------- -------------------------
---------------------------------------------------------------------------------- -------------------------
Mizuho Corporate Bank, Ltd.                                                             $ 8,294,117.65
---------------------------------------------------------------------------------- -------------------------



---------------------------------------------------------------------------------- -------------------------
                                                                                    Amount to be Funded to
                                                                                   Selling Lenders by Agent
                                                                                       on Agreement Date
                                     Selling Lenders
---------------------------------------------------------------------------------- -------------------------
Bank Hapoalim B.M.                                                                      $ 1,531,221.71
---------------------------------------------------------------------------------- -------------------------
---------------------------------------------------------------------------------- -------------------------
Bank of America, N.A.                                                                   $ 8,421,719.46
---------------------------------------------------------------------------------- -------------------------
---------------------------------------------------------------------------------- -------------------------
BNP Paribas                                                                             $ 1,914,027.15
---------------------------------------------------------------------------------- -------------------------
---------------------------------------------------------------------------------- -------------------------
Fleet National Bank                                                                     $11,739,366.52
---------------------------------------------------------------------------------- -------------------------
---------------------------------------------------------------------------------- -------------------------
Wachovia Bank, National Association                                                     $13,653,393.67
---------------------------------------------------------------------------------- -------------------------

</TABLE>


<PAGE>


<TABLE>
<CAPTION>
                                   Schedule I

                 APPLICABLE MARGIN AND COMMITMENT FEE PERCENTAGE

                   -------------- ----------------- --------------- -----------------
                   Pricing         Leverage Ratio     Applicable        Applicable
                   Level                                Margin          Percentage
                   -------------- ----------------- --------------- -----------------
                   -------------- ----------------- --------------- -----------------
                   <S>                                <C>              <C>
                         I        Less than           .625% p.a.       .150% p.a.
                                  0.50:1:00
                   -------------- ----------------- --------------- -----------------
                   -------------- ----------------- --------------- -----------------
                        II        Less than           .75% p.a.        .175% p.a.
                                  1.00:1.00 but
                                 greater than or
                                  equal to
                                  0.50:1.00
                   -------------- ----------------- --------------- -----------------
                   -------------- ----------------- --------------- -----------------
                        III       Less than           .875% p.a.       .20% p.a.
                                  1.50:1.00 but
                                 greater than or
                                  equal to
                                  1.00:1.00
                   -------------- ----------------- --------------- -----------------
                   -------------- ----------------- --------------- -----------------
                        IV        Less than           1.00% p.a.       .225% p.a.
                                  2.00:1.00 but
                                 greater than or
                                  equal to
                                  1.50:1.00
                   -------------- ----------------- --------------- -----------------
                   -------------- ----------------- --------------- -----------------
                         V        Less than          1.125% p.a.       .25% p.a.
                                  2.50:1.00 but
                                 greater than or
                                  equal to
                                  2.00:1.0
                   -------------- ----------------- --------------- -----------------
                   -------------- ----------------- --------------- -----------------
                        VI        Greater than or     1.25% p.a.       .30% p.a.
                                  equal to
                                  2.50:1.00
                   -------------- ----------------- --------------- -----------------




</TABLE>




<PAGE>


                                  Schedule 4.5


                              ENVIRONMENTAL MATTERS



<PAGE>


                                  Schedule 4.14



                                  SUBSIDIARIES







<PAGE>


                                  Schedule 7.1


                            OUTSTANDING INDEBTEDNESS







<PAGE>


                                  Schedule 7.2


                                 EXISTING LIENS






<PAGE>


                                  Schedule 7.2


                              EXISTING INVESTMENTS






<PAGE>




                                    EXHIBIT A

                                     FORM OF
                              REVOLVING CREDIT NOTE


$___________                                         Atlanta, Georgia
                                                     _________, 200_


         FOR VALUE RECEIVED, the undersigned, John H. Harland Company, a Georgia
corporation (the "Borrower"), hereby promises to pay to
_________________________ (the "Lender") or its registered assigns, at the
office of SunTrust Bank ("SunTrust") at 303 Peachtree Street, N.E., 25th Floor,
Atlanta, Georgia 30308, on the Commitment Termination Date (as defined in the
Amended and Restated Credit Agreement dated as of February 4, 2004 (as the same
may be amended, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among the Borrower, the lenders from time to time party
thereto and SunTrust, as administrative agent for the lenders) the lesser of the
principal sum of ____________________________________ and the aggregate unpaid
principal amount of all Revolving Loans made by the Lender to the Borrower
pursuant to the Credit Agreement, in lawful money of the United States of
America in immediately available funds, and to pay interest from the date hereof
on the principal amount thereof from time to time outstanding, in like funds, at
said office, at the rate or rates per annum and payable on such dates as
provided in the Credit Agreement. In addition, should legal action or an
attorney-at-law be utilized to collect any amount due hereunder, the Borrower
further promises to pay all costs of collection, including the reasonable
attorneys' fees of the Lender.

         The Borrower promises to pay interest, on demand, on any overdue
principal and, to the extent permitted by law, overdue interest from their due
dates at a rate or rates provided in the Credit Agreement.

         All borrowings evidenced by this Revolving Credit Note and all payments
and prepayments of the principal hereof and the date thereof shall be endorsed
by the holder hereof on the schedule attached hereto and made a part hereof or
on a continuation thereof which shall be attached hereto and made a part hereof,
or otherwise recorded by such holder in its internal records; provided, that the
delay or failure of the holder hereof to make such a notation or any error in
such notation shall not affect the obligations of the Borrower to make the
payments of principal and interest in accordance with the terms of this
Revolving Credit Note and the Credit Agreement.

         This Revolving Credit Note is issued in connection with, and is
entitled to the benefits of, the Credit Agreement which, among other things,
contains provisions for the acceleration of the maturity hereof upon the
happening of certain events, for prepayment of the principal hereof prior to the
maturity hereof and for the amendment or waiver of certain provisions of the
Credit Agreement, all upon the terms and conditions therein specified. THIS
REVOLVING CREDIT NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE
LAWS OF THE STATE OF GEORGIA AND ANY APPLICABLE LAWS OF THE UNITED STATES OF
AMERICA.

                                                JOHN H. HARLAND COMPANY

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

                                                                       [SEAL]

<PAGE>


                                       A-3



                               LOANS AND PAYMENTS

<TABLE>
<CAPTION>


                                                                          Unpaid
                                                                         Principal            Name of Person
                           Amount and                Payments of        Balance of                Making
      Date                Type of Loan               Principal             Note                  Notation
                                                                           Note
      <S>                 <C>                        <C>                <C>                   <C>























</TABLE>











<PAGE>


                                       B-2



                                    EXHIBIT B

                                     FORM OF
                                 SWINGLINE NOTE


$25,000,000                                               Atlanta, Georgia
                                                          February 4, 2004


         FOR VALUE RECEIVED, the undersigned, JOHN H. HARLAND COMPANY, a Georgia
corporation (the "Borrower"), hereby promises to pay to SUNTRUST BANK (the
"Swingline Lender") or its registered assigns, at the office of SunTrust Bank
("SunTrust") at 303 Peachtree Street, N.E., 25th Floor, Atlanta, Georgia 30308,
on the Commitment Termination Date (as defined in the Amended and Restated
Credit Agreement dated as of February 4, 2004 (as the same may be amended,
supplemented or otherwise modified from time to time, the "Credit Agreement"),
among the Borrower, the lenders from time to time party thereto and SunTrust, as
administrative agent for the lenders), the lesser of the principal sum of TWENTY
FIVE MILLION DOLLARS ($25,000,000) and the aggregate unpaid principal amount of
all Swingline Loans made by the Swingline Lender to the Borrower pursuant to the
Credit Agreement, in lawful money of the United States of America in immediately
available funds, and to pay interest from the date hereof on the principal
amount thereof from time to time outstanding, in like funds, at said office, at
the rate or rates per annum and payable on such dates as provided in the Credit
Agreement. In addition, should legal action or an attorney-at-law be utilized to
collect any amount due hereunder, the Borrower further promises to pay all costs
of collection, including the reasonable attorneys' fees of the Swingline Lender.

         The Borrower promises to pay interest, on demand, on any overdue
principal and, to the extent permitted by law, overdue interest from their due
dates at a rate or rates provided in the Credit Agreement.

         All borrowings evidenced by this Swingline Note and all payments and
prepayments of the principal hereof and the date thereof shall be endorsed by
the holder hereof on the schedule attached hereto and made a part hereof or on a
continuation thereof which shall be attached hereto and made a part hereof, or
otherwise recorded by such holder in its internal records; provided, that the
delay or failure of the holder hereof to make such a notation or any error in
such notation shall not affect the obligations of the Borrower to make the
payments of principal and interest in accordance with the terms of this
Swingline Note and the Credit Agreement.

         This Swingline Note is issued in connection with, and is entitled to
the benefits of, the Credit Agreement which, among other things, contains
provisions for the acceleration of the maturity hereof upon the happening of
certain events, for optional and mandatory prepayment of the principal hereof
prior to the maturity hereof and for the amendment or waiver of certain
provisions of the Credit Agreement, all upon the terms and conditions therein
specified. THIS SWINGLINE NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF GEORGIA AND ANY APPLICABLE LAWS OF THE
UNITED STATES OF AMERICA.

                                            JOHN H. HARLAND COMPANY

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

                                                                       [SEAL]



<PAGE>

<TABLE>

                               LOANS AND PAYMENTS




                                                                      Unpaid Principal          Name of Person
                            Amount                   Payments of         Balance of                 Making
    Date                   of Loan                   Principal              Note                   Notation
                                                                            Note
    <S>                    <C>                       <C>              <C>                       <C>


























</TABLE>





<PAGE>

                                    EXHIBIT C

                                     FORM OF
                                    TERM NOTE


$___________                                       Atlanta, Georgia
                                                   ________, 200_


         FOR VALUE RECEIVED, the undersigned, John H. Harland Company, a Georgia
corporation (the "Borrower"), hereby promises to pay to
_________________________ (the "Lender") or its registered assigns, at the
office of SunTrust Bank ("SunTrust") at 303 Peachtree Street, N.E., 25th Floor,
Atlanta, Georgia 30308, (i) on the Maturity Date (as defined in the Amended and
Restated Credit Agreement dated as of February 4, 2004 (as the same may be
amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"), among the Borrower, the lenders from time to time party thereto and
SunTrust, as administrative agent for the lenders), the aggregate unpaid
principal amount of the Term Loan made by the Lender to the Borrower pursuant to
the Credit Agreement, and (ii) on each date specified in the Credit Agreement
prior to the Maturity Date, the principal amount of the Term Loan made to the
Borrower by the Lender pursuant to the Credit Agreement and payable to the
Lender on such date as specified therein, in each case in lawful money of the
United States of America in immediately available funds, and to pay interest
from the date hereof on the principal amount thereof from time to time
outstanding, in like funds, at said office, at the rate or rates per annum and
payable on such dates as provided in the Credit Agreement. In addition, should
legal action or an attorney-at-law be utilized to collect any amount due
hereunder, the Borrower further promises to pay all costs of collection,
including the reasonable attorneys' fees of the Lender.

         The Borrower promises to pay interest, on demand, on any overdue
principal and, to the extent permitted by law, overdue interest from their due
dates at a rate or rates provided in the Credit Agreement.

         All borrowings evidenced by this Term Note and all payments and
prepayments of the principal hereof and the date thereof shall be endorsed by
the holder hereof on the schedule attached hereto and made a part hereof or on a
continuation thereof which shall be attached hereto and made a part hereof, or
otherwise recorded by such holder in its internal records; provided, that the
failure of the holder hereof to make such a notation or any error in such
notation shall not affect the obligations of the Borrower to make the payments
of principal and interest in accordance with the terms of this Term Note and the
Credit Agreement.

         This Term Note is issued in connection with, and is entitled to the
benefits of, the Credit Agreement which, among other things, contains provisions
for the acceleration of the maturity hereof upon the happening of certain
events, for prepayment of the principal hereof prior to the maturity hereof and
for the amendment or waiver of certain provisions of the Credit Agreement, all
upon the terms and conditions therein specified. THIS TERM NOTE SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF GEORGIA
AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.

                                                   JOHN H. HARLAND COMPANY


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

                                                                       [SEAL]




<PAGE>

<TABLE>
<CAPTION>


                               LOANS AND PAYMENTS


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

      Date                  Amount and                Payments of                                 Name of Person
                           Type of Loan                Principal        Unpaid Principal          Making Notation
                           ------------                ---------                                         --------
                                                                        Balance of Note
------------------ ----------------------------- ---------------------- --------------------- ------------------------
------------------ ----------------------------- ---------------------- --------------------- ------------------------
<S>   <C>                  <C>                        <C>               <C>                       <C>

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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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



</TABLE>



<PAGE>


                                    EXHIBIT D

                                     FORM OF
                            ASSIGNMENT AND ACCEPTANCE
                                                         [date to be supplied]

         Reference is made to the Amended and Restated Credit Agreement dated as
of February 4, 2004 (as amended and in effect on the date hereof, the "Credit
Agreement"), among John H. Harland Company, a Georgia corporation, the Lenders
from time to time party hereto and SunTrust Bank, as Administrative Agent for
the Lenders. Terms defined in the Credit Agreement are used herein with the same
meanings.

         _______________________ (the "Assignor") hereby sells and assigns,
without recourse, to _________________________, the assignee designated below
(the "Assignee"), and the Assignee hereby purchases and assumes, without
recourse, from the Assignor, effective as of the Assignment Date set forth
below, the interests set forth below (the "Assigned Interest") in the Assignor's
rights and obligations under the Credit Agreement, including, without
limitation, the interests set forth below in [the Revolving Commitment of the
Assignor on the Assignment Date and Revolving Loans owing to the Assignor which
are outstanding on the Assignment Date, together with the participations in the
LC Exposure and the Swingline Exposure of the Assignor on the Assignment Date,]
[and] [the interests set forth below in the portion of the Term Loan owing to
Assignor which is outstanding on the Assignment Date,] but excluding accrued
interest and fees to and excluding the Assignment Date. The Assignor represents
that it is the legal and beneficial owner of the Assigned Interest which is free
and clear of any adverse claim created by the Assignor. The Assignee hereby
acknowledges receipt of a copy of the Credit Agreement. From and after the
Assignment Date (i) the Assignee shall be a party to and be bound by the
provisions of the Credit Agreement and, to the extent of the Assigned Interest,
have the rights and obligations of a Lender thereunder and (ii) the Assignor
shall, to the extent of the Assigned Interest, relinquish its rights and be
released from its obligations under the Credit Agreement (except for such rights
that the Assignor shall continue to be entitled to as expressly set forth in
Section 10.4(b) of the Credit Agreement).

         This Assignment and Acceptance is being delivered to the Administrative
Agent together with (i) if the Assignee is a Foreign Lender, any documentation
required to be delivered by the Assignee pursuant to Section 2.19(e) of the
Credit Agreement, duly completed and executed by the Assignee, and (ii) if the
Assignee is not already a Lender under the Credit Agreement, an Administrative
Questionnaire in the form supplied by the Administrative Agent, duly completed
by the Assignee. The Assignee shall pay the fee payable to the Administrative
Agent pursuant to Section 10.4(b) of the Credit Agreement.

         This Assignment and Acceptance shall be governed by and construed in
accordance with the laws of the State of Georgia.

Date of Assignment:

Legal Name of Assignor:

Legal Name of Assignee:

Assignee's Address for Notices:

Effective Date of Assignment:
("Assignment Date"):

                                                                  Percentage
                                                                  Assigned of
                                                                  [Revolving
                                                                  Commitment
                                                                  (set forth, to
                                                                  at least 8
                                                                  decimals, as a
                                                                  percentage of
                                                                  the aggregate
                                                                  Revolving
                                                                  Commitments of
                                                                  all Lenders
                                                                  thereunder)]
                                                                  [portion of
                                                                  the Term Loan
                                                                  owning to
                                                                  Assignor (set
                                                                  forth , to at
                                                                  least 8
                                                                  decimals, as a
                                                                  percentage of
                                                                  the aggregate
                                                                  Term Loan
                                                                  owing to all
                                                                  Lenders
                                                                  thereunder)]
                            Principal Amount
Facility                    Assigned
--------------------------- ------------------------------------- ------------

[Revolving Loans:]                  $                                  %

[Term Loan:]                        $


The terms set forth above are hereby agreed to:

                                            [ASSIGNOR], as Assignor

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


                                            [ASSIGNEE], as Assignee

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




<PAGE>


The undersigned hereby consents to the within assignment:1

JOHN H. HARLAND COMPANY                     SUNTRUST BANK, as
                                            Administrative Agent:

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


                                            [SUNTRUST BANK, as
                                            Issuing Bank:]

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

                                            [SUNTRUST BANK, as
                                            Swingline Lender:]

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




<PAGE>


                                    EXHIBIT E

                                     FORM OF
                         SUBSIDIARY GUARANTEE AGREEMENT

         SUBSIDIARY GUARANTEE AGREEMENT dated as of February 4, 2004, among each
of the Subsidiaries a signatory hereto (each such subsidiary individually, a
"Guarantor" and collectively, the "Guarantors") of John H. Harland Company, a
Georgia corporation (the "Borrower"), and SUNTRUST BANK, a Georgia banking
corporation as administrative agent (the "Administrative Agent") for the Lenders
(as defined in the Credit Agreement referred to below).

         Reference is made to the Amended and Restated Credit Agreement dated as
of February 4, 2004 (as amended, supplemented or otherwise modified from time to
time, the "Credit Agreement"), among the Borrower, the lenders from time to time
party thereto (the "Lenders") and SunTrust Bank, as Administrative Agent,
swingline lender and issuing bank (in such capacity, the "Issuing Bank").
Capitalized terms used herein and not defined herein shall have the meanings
assigned to such terms in the Credit Agreement.

                  The Lenders have agreed to make Loans to the Borrower, and the
Issuing Bank has agreed to issue Letters of Credit for the account of the
Borrower, pursuant to, and upon the terms and subject to the conditions
specified in, the Credit Agreement. Each of the Guarantors is a direct or
indirect wholly-owned Subsidiary of the Borrower and acknowledges that it will
derive substantial benefit from the making of the Loans by the Lenders, and the
issuance of the Letters of Credit by the Issuing Bank. The obligations of the
Lenders to make Loans and of the Issuing Bank to issue Letters of Credit are
conditioned on, among other things, the execution and delivery by the Guarantors
of a Subsidiary Guarantee Agreement in the form hereof. As consideration
therefor and in order to induce the Lenders to make Loans and the Issuing Bank
to issue Letters of Credit, the Guarantors are willing to execute this
Subsidiary Guarantee Agreement.

                  Accordingly, the parties hereto agree as follows:

                  SECTION 1. Guarantee. Each Guarantor unconditionally
guarantees, jointly with the other Guarantors and severally, as a primary
obligor and not merely as a surety, (a) the due and punctual payment of (i) the
principal of and premium, if any, and interest (including interest accruing
during the pendency of any bankruptcy, insolvency, receivership or other similar
proceeding, regardless of whether allowed or allowable in such proceeding) on
the Loans, when and as due, whether at maturity, by acceleration, upon one or
more dates set for prepayment or otherwise, (ii) each payment required to be
made by the Borrower under the Credit Agreement in respect of any Letter of
Credit, when and as due, including payments in respect of reimbursement or
disbursements, interest thereon and obligations to provide cash collateral, and
(iii) all other monetary obligations, including fees, costs, expenses and
indemnities, whether primary, secondary, direct, contingent, fixed or otherwise
(including monetary obligations incurred during the pendency of any bankruptcy,
insolvency, receivership or other similar proceeding, regardless of whether
allowed or allowable in such proceeding), of the Loan Parties to the
Administrative Agent and the Lenders under the Credit Agreement and the other
Loan Documents, (b) the due and punctual performance of all covenants,
agreements, obligations and liabilities of the Loan Parties under or pursuant to
the Credit Agreement and the other Loan Documents; and (c) the due and punctual
payment and performance of all obligations of the Borrower, monetary or
otherwise, under each Hedging Agreement entered into with a counterparty that
was a Lender or an Affiliate of a Lender at the time such Hedging Agreement was
entered into (all the monetary and other obligations referred to in the
preceding clauses (a) through (c) being collectively called the "Obligations").
Each Guarantor further agrees that the Obligations may be extended or renewed,
in whole or in part, without notice to or further assent from it, and that it
will remain bound upon its guarantee notwithstanding any extension or renewal of
any Obligation.

                  SECTION 2. Obligations Not Waived. To the fullest extent
permitted by applicable law, each Guarantor waives presentment to, demand of
payment from and protest to the Borrower of any of the Obligations, and also
waives notice of acceptance of its guarantee and notice of protest for
nonpayment. To the fullest extent permitted by applicable law, the obligations
of each Guarantor hereunder shall not be affected by (a) the failure of the
Administrative Agent or any Lender to assert any claim or demand or to enforce
or exercise any right or remedy against the Borrower or any other Guarantor
under the provisions of the Credit Agreement, any other Loan Document or
otherwise, (b) any rescission, waiver, amendment or modification of, or any
release from any of the terms or provisions of, this Agreement, any other Loan
Document, any Guarantee or any other agreement, including with respect to any
other Guarantor under this Agreement, or (c) the failure to perfect any security
interest in, or the release of, any of the security held by or on behalf of the
Administrative Agent or any Lender.

                  SECTION 3. Security. Each of the Guarantors authorizes the
Administrative Agent and each of the Lenders to (a) take and hold security for
payment of this Guarantee and the Obligations and exchange, enforce, waive and
release any such security, (b) apply such security and direct the order or
manner of sale thereof as they in their sole discretion may determine and (c)
release or substitute any one or more endorsees, other guarantors of other
obligors.

                  SECTION 4. Guarantee of Payment. Each Guarantor further agrees
that its guarantee constitutes a guarantee of payment when due and not of
collection, and waives any right to require that any resort be had by the
Administrative Agent or any Lender to any of the security held for payment of
the Obligations or to any balance of any deposit account or credit on the books
of the Administrative Agent or any Lender in favor of the Borrower or any other
person.

                  SECTION 5. No Discharge or Diminishment of Guarantee. The
obligations of each Guarantor hereunder shall not be subject to any reduction,
limitation, impairment or termination for any reason (other than the
indefeasible payment in full in cash of the Obligations), including any claim of
waiver, release, surrender, alteration or compromise of any of the Obligations,
and shall not be subject to any defense or setoff, counterclaim, recoupment or
termination whatsoever by reason of the invalidity, illegality or
unenforceability of the Obligations or otherwise. Without limiting the
generality of the foregoing, the obligations of each Guarantor hereunder shall
not be discharged or impaired or otherwise affected by the failure of the
Administrative Agent or any Lender to assert any claim or demand or to enforce
any remedy under the Credit Agreement, any other Loan Document or any other
agreement, by any waiver or modification of any provision of any thereof, by any
default, failure or delay, willful or otherwise, in the performance of the
Obligations, or by any other act or omission that may or might in any manner or
to the extent vary the risk of any Guarantor or that would otherwise operate as
a discharge of each Guarantor as a matter of law or equity (other than the
indefeasible payment in full in cash of all the Obligations).

         SECTION 6. Defenses of Borrower Waived. To the fullest extent permitted
by applicable law, each Guarantor waives any defense based on or arising out of
any defense of the Borrower or the unenforceability of the Obligations or any
part thereof from any cause, or the cessation from any cause of the liability of
the Borrower, other than the final and indefeasible payment in full in cash of
the Obligations. The Administrative Agent and the Lenders may, at their
election, foreclose on any security held by one or more of them by one or more
judicial or nonjudicial sales, accept an assignment of any such security in lieu
of foreclosure, compromise or adjust any part of the Obligations, make any other
accommodation with the Borrower or any other guarantor, without affecting or
impairing in any way the liability of any Guarantor hereunder except to the
extent the Obligations have been fully, finally and indefeasibly paid in cash.
Pursuant to applicable law, each Guarantor waives any defense arising out of any
such election even though such election operates, pursuant to applicable law, to
impair or to extinguish any right of reimbursement or subrogation or other right
or remedy of such Guarantor against the Borrower or any other Guarantor or
guarantor, as the case may be, or any security.

                  SECTION 7. Agreement to Pay; Subordination. In furtherance of
the foregoing and not in limitation of any other right that the Administrative
Agent or any Lender has at law or in equity against any Guarantor by virtue
hereof, upon the failure of the Borrower or any other Loan Party to pay any
Obligation when and as the same shall become due, whether at maturity, by
acceleration, after notice of prepayment or otherwise, each Guarantor hereby
promises to and will forthwith pay, or cause to be paid, to the Administrative
Agent for the benefit of the Lenders in cash the amount of such unpaid
Obligations. Upon payment by any Guarantor of any sums to the Administrative
Agent, all rights of such Guarantor against the Borrower arising as a result
thereof by way of right of subrogation, contribution, reimbursement, indemnity
or otherwise shall in all respects be subordinate and junior in right of payment
to the prior indefeasible payment in full in cash of all the Obligations. In
addition, any indebtedness of the Borrower now or hereafter held by any
Guarantor is hereby subordinated in right of payment to the prior payment in
full in cash of the Obligations. If any amount shall erroneously be paid to any
Guarantor on account of (i) such subrogation, contribution, reimbursement,
indemnity or similar right or (ii) any such indebtedness of the Borrower if an
Event of Default shall have occurred and be continuing at such time, such amount
shall be held in trust for the benefit of the Administrative Agent and the
Lenders and shall forthwith be paid to the Administrative Agent to be credited
against the payment of the Obligations, whether matured or unmatured, in
accordance with the terms of the Loan Documents.

                  SECTION 8. Information. Each Guarantor assumes all
responsibility for being and keeping itself informed of the Borrower's financial
condition and assets, and of all other circumstances bearing upon the risk of
nonpayment of the Obligations and the nature, scope and extent of the risks that
such Guarantor assumes and incurs hereunder, and agrees that none of the
Administrative Agent or the Lenders will have any duty to advise any of the
Guarantors of information known to it or any of them regarding such
circumstances or risks.

                  SECTION 9. Representations and Warranties. Each Guarantor
represents and warrants as to itself that all representations and warranties
relating to it (as a Subsidiary of the Borrower) contained in the Credit
Agreement are true and correct.

                  SECTION 10. Termination. The guarantees made hereunder (a)
shall terminate when all the Obligations have been paid in full in cash and the
Lenders have no further commitment to lend under the Credit Agreement, the LC
Exposure has been reduced to zero and the Issuing Bank has no further obligation
to issue Letters of Credit under the Credit Agreement and (b) shall continue to
be effective or be reinstated, as the case may be, if at any time payment, or
any part thereof, of any Obligation is rescinded or must otherwise be restored
by any Lender or any Guarantor upon the bankruptcy or reorganization of the
Borrower, any Guarantor or otherwise. In connection with the foregoing, the
Administrative Agent shall execute and deliver to such Guarantor or Guarantor's
designee, at such Guarantor's expense, any documents or instruments which such
Guarantor shall reasonably request from time to time to evidence such
termination and release.

                  SECTION 11. Binding Effect; Several Agreement; Assignments.
Whenever in this Agreement any of the parties hereto is referred to, such
reference shall be deemed to include the successors and assigns of such party;
and all covenants, promises and agreements by or on behalf of the Guarantors
that are contained in this Agreement shall bind and inure to the benefit of each
party hereto and their respective successors and assigns. This Agreement shall
become effective as to any Guarantor when a counterpart hereof executed on
behalf of such Guarantor shall have been delivered to the Administrative Agent,
and a counterpart hereof shall have been executed on behalf of the
Administrative Agent, and thereafter shall be binding upon such Guarantor and
the Administrative Agent and their respective successors and assigns, and shall
inure to the benefit of such Guarantor, the Administrative Agent and the
Lenders, and their respective successors and assigns, except that no Guarantor
shall have the right to assign its rights or obligations hereunder or any
interest herein (and any such attempted assignment shall be void). If all of the
capital stock of a Guarantor is sold, transferred or otherwise disposed of
pursuant to a transaction permitted by the Credit Agreement, such Guarantor
shall be released from its obligations under this Agreement without further
action. This Agreement shall be construed as a separate agreement with respect
to each Guarantor and may be amended, modified, supplemented, waived or released
with respect to any Guarantor without the approval of any other Guarantor and
without affecting the obligations of any other Guarantor hereunder.

                  SECTION 12. Waivers; Amendment. (a) No failure or delay of the
Administrative Agent in exercising any power or right hereunder shall operate as
a waiver thereof, nor shall any single or partial exercise of any such right or
power, or any abandonment or discontinuance of steps to enforce such a right or
power, preclude any other or further exercise thereof or the exercise of any
other right or power. The rights and of the Administrative Agent hereunder and
of the Lenders under the other Loan Documents are cumulative and are not
exclusive of any rights or remedies that they would otherwise have. No waiver of
any provision of this Agreement or consent to any departure by any Guarantor
therefrom shall in any event be effective unless the same shall be permitted by
paragraph (b) below, and then such waiver and consent shall be effective only in
the specific instance and for the purpose for which given. No notice or demand
on any Guarantor in any case shall entitle such Guarantor to any other or
further notice in similar or other circumstances.

                  (b) Neither this Agreement nor any provision hereof may be
waived, amended or modified except pursuant to a written agreement entered into
between the Guarantors with respect to which such waiver, amendment or
modification relates and the Administrative Agent, with the prior written
consent of the Required Lenders (except as otherwise provided in the Credit
Agreement).

                  SECTION 13. Governing Law. THIS AGREEMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA.

                  SECTION 14. Notices. All communications and notices hereunder
shall be in writing and given as provided in Section 10.01 of the Credit
Agreement. All communications and notices hereunder to each Guarantor shall be
given to it at its address set forth on Schedule I attached hereto, with a copy
to the Borrower.

                  SECTION 15. Survival of Agreement; Severability. (a) All
covenants, agreements representations and warranties made by the Guarantors
herein and in the certificates or other instruments prepared or delivered in
connection with or pursuant to this Agreement or the other Loan Document shall
be considered to have been relied upon by the Administrative Agent and the
Lenders and shall survive the making by the Lenders of the Loans and the
issuance of the Letters of Credit by the Issuing Bank regardless of any
investigation made by any of them or on their behalf, and shall continue in full
force and effect as long as the principal of or any accrued interest on any Loan
or any other fee or amount payable under this Agreement or any other Loan
Document is outstanding and unpaid or the LC Exposure does not equal zero and as
long as the Commitments have not been terminated.

                  (b) In the event one or more of the provisions contained in
this Agreement or in any other Loan Document should be held invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein and therein shall not in any way be
affected or impaired thereby (it being understood that the invalidity of a
particular provision in a particular jurisdiction shall not in and of itself
affect the validity of such provision in any other jurisdiction). The parties
shall endeavor in good-faith negotiations to replace the invalid, illegal or
unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the invalid, illegal or unenforceable
provisions.

                  SECTION 16. Counterparts. This Agreement may be executed in
counterparts, each of which shall constitute an original, but all of which when
taken together shall constitute a single contract (subject to Section 11), and
shall become effective as provided in Section 11. Delivery of an executed
signature page to this Agreement by facsimile transmission shall be as effective
as delivery of a manually executed counterpart of this Agreement.

                  SECTION 17. Rules of Interpretation. The rules of
interpretation specified in Section 1.03 of the Credit Agreement shall be
applicable to this Agreement.

                  SECTION 18. Jurisdiction; Consent to Service of Process. (a)
Each Guarantor hereby irrevocably and unconditionally submits, for itself and
its property, to the nonexclusive jurisdiction of any Georgia State court or
Federal court of the United States of America sitting in Atlanta, Georgia, and
any appellate court from any thereof, in any action or proceeding arising out of
or relating to this Agreement or the other Loan Documents, or for recognition or
enforcement of any judgment, and each of the parties hereto hereby irrevocably
and unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such Georgia State court or, to the
extent permitted by law, in such Federal court. Each of the parties hereto
agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law. Nothing in this Agreement shall affect any
right that the Administrative Agent, the Issuing Bank or any Lender may
otherwise have to bring any action or proceeding relating to this Agreement or
the other Loan Documents against any Guarantor or its properties in the courts
of any jurisdiction.

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

                  (c) Each party to this Agreement irrevocably consents to
service of process in the manner provided for notices in Section 14. Nothing in
this Agreement will affect the right of any party to this Agreement to serve
process in any other manner permitted by law.

                  SECTION 19. Waiver of Jury Trial. EACH PARTY HERETO HERBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING
OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS.
EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 19.

                  SECTION 20. Additional Guarantors. Pursuant to Section 5.10 of
the Credit Agreement, each Subsidiary Loan Party that was not in existence on
the date of the Credit Agreement is required to enter into this Agreement as a
Guarantor upon becoming Subsidiary Loan Party. Upon execution and delivery after
the date hereof by the Administrative Agent and such Subsidiary of an instrument
in the form of Annex 1 or of an assumption agreement acceptable to the
Administrative Agent, such Subsidiary shall become a Guarantor hereunder with
the same force and effect as if originally named as a Guarantor herein. The
execution and delivery of any instrument adding an additional Guarantor as a
party to this Agreement shall not require the consent of any other Guarantor
hereunder. The rights and obligations of each Guarantor hereunder shall remain
in full force and effect notwithstanding the addition of any new Guarantor as a
party to this Agreement.

                  SECTION 21. Right of Setoff. In addition to any rights now or
hereafter granted under applicable law and not by way of limitation of any such
rights, each Lender and the Issuing Bank shall have the right, at any time or
from time to time upon the occurrence and during the continuance of an Event of
Default, without prior notice to the Guarantor, any such notice being expressly
waived by the Guarantor to the extent permitted by applicable law, to set off
and apply against all deposits (general or special, time or demand, provisional
or final) of the Guarantor at any time held or other obligations at any time
owing by such Lender and the Issuing Bank to or for the credit or the account of
the Guarantor against any and all obligations of the Guarantor under this
Agreement, irrespective of whether such Lender or the Issuing Bank shall have
made demand hereunder and although such obligations may be unmatured. Each
Lender and the Issuing Bank agree promptly to notify the Administrative Agent
and the Guarantor after any such set-off and any application made by such Lender
and the Issuing Bank, as the case may be; provided, that the failure to give
such notice shall not affect the validity of such set-off and application.

                  IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.

                                  [GUARANTORS]





                                            By:
                                            Name:
                                            Title:



                                  SUNTRUST BANK, as Administrative Agent



                                            By:
                                            Name:
                                            Title:








<PAGE>


                                   SCHEDULE I
                                     TO THE
                         SUBSIDIARY GUARANTEE AGREEMENT


                              Guarantors Addresses:




<PAGE>

                                 ANNEX 1 TO THE
                         SUBSIDIARY GUARANTEE AGREEMENT



                                                     SUPPLEMENT NO. [ ] dated as
                                                     of [ ], to the Subsidiary
                                                     Guarantee Agreement (the
                                                     "Guarantee Agreement")
                                                     dated as of February 4,
                                                     2004 among each of the
                                                     subsidiaries a party
                                                     thereto (each such
                                                     Subsidiary individually, a
                                                     "Guarantor" and
                                                     collectively, the
                                                     "Guarantors") of John H.
                                                     Harland Company, a Georgia
                                                     corporation (the
                                                     "Borrower"), and SUNTRUST
                                                     BANK, a Georgia banking
                                                     corporation, as
                                                     Administrative Agent (the
                                                     "Administrative Agent") for
                                                     the Lenders (as defined in
                                                     the Credit Agreement
                                                     referred to below).

                  A. Reference is made to the Amended and Restated Credit
Agreement dated as of February 4, 2004 (as amended, supplemented or otherwise
modified from time to time, the "Credit Agreement"), among the Borrower, the
lenders from time to time party thereto (the "Lenders") and SunTrust Bank, as
Administrative Agent, swingline lender and issuing bank (in such capacity, the
"Issuing Bank"). Capitalized terms used herein and not otherwise defined herein
shall have the meanings assigned to such terms in the Credit Agreement.

                  B. Capitalized terms used herein and not otherwise defined
herein shall have the meanings assigned to such terms in the Guarantee Agreement
and the Credit Agreement.

                  C. The Guarantors have entered into the Guarantee Agreement in
order to induce the Lenders to make Loans and the Issuing Bank to issue Letters
of Credit. Pursuant to Section 5.10 of the Credit Agreement, each Subsidiary
Loan Party that was not in existence or not a Subsidiary Loan Party on the date
of the Credit Agreement is required to enter into the Guarantee Agreement as a
Guarantor upon becoming a Subsidiary Loan Party. Section 20 of the Guarantee
Agreement provides that certain additional Subsidiaries of the Borrower may
become Guarantors under the Guarantee Agreement by execution and delivery of an
instrument in the form of this Supplement. The undersigned Subsidiary of the
Borrower (the "New Guarantor") is executing this Supplement in accordance with
the requirements of the Credit Agreement to become a Guarantor under the
Guarantee Agreement in order to induce the Lenders to make additional Loans and
the Issuing Bank to issue additional Letters of Credit and as consideration for
Loans previously made and Letters of Credit previously issued.

                  Accordingly, the Administrative Agent and the New Guarantor
agree as follows:

                  SECTION 1. In accordance with Section 20 of the Guarantee
Agreement, the New Guarantor by its signature below becomes a Guarantor under
the Guarantee Agreement with the same force and effect as if originally named
therein as a Guarantor and the New Guarantor hereby (a) agrees to all the terms
and provisions of the Guarantee Agreement applicable to it as Guarantor
thereunder and (b) represents and warrants that the representations and
warranties made by it as a Guarantor thereunder are true and correct on and as
of the date hereof. Each reference to a Guarantor in the Guarantee Agreement
shall be deemed to include the New Guarantor. The Guarantee Agreement is hereby
incorporated herein by reference.

                  SECTION 2. The New Guarantor represents and warrants to the
Administrative Agent and the Lenders that this Supplement has been duly
authorized, executed and delivered by it and constitutes its legal, valid and
binding obligation, enforceable against it in accordance with its terms.

                  SECTION 3. This Supplement may be executed in counterparts
each of which shall constitute an original, but all of which when taken together
shall constitute a single contract. This Supplement shall become effective when
the Administrative Agent shall have received counterparts of this Supplement
that, when taken together, bear the signatures of the New Guarantor and the
Administrative Agent. Delivery of an executed signature page to this Supplement
by facsimile transmission shall be as effective as delivery of a manually signed
counterpart of this Supplement.

                  SECTION 4. Except as expressly supplemented hereby, the
Guarantee Agreement shall remain in full force and effect.

                  SECTION 5. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA.

                  SECTION 6. In case any one or more of the provisions contained
in this Supplement should be held invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions
contained herein and in the Guarantee Agreement shall not in any way be affected
or impaired thereby (it being understood that the invalidity of a particular
provision hereof in a particular jurisdiction shall not in and of itself affect
the validity of such provision in any other jurisdiction). The parties hereto
shall endeavor in good-faith negotiations to replace the invalid, illegal or
unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the invalid, illegal or unenforceable
provisions.

                  SECTION 7. All communications and notices hereunder shall be
in writing and given as provided in Section 14 of the Guarantee Agreement. All
communications and notices hereunder to the New Guarantor shall be given to it
at the address set forth under its signature below, with a copy to the Borrower.

                  SECTION 8. The New Guarantor agrees to reimburse the
Administrative Agent for its out-of-pocket expenses in connection with this
Supplement, including the fees, disbursements and other charges of counsel for
the Administrative Agent.



<PAGE>


                  IN WITNESS WHEREOF, the New Guarantor and the Administrative
Agent have duly executed this Supplement to the Guarantee Agreement as of the
day and year first above written.

                                            [Name of New Guarantor]

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


                                 Address:



                                 Attention:
                                 Telecopy No.:


                                 SUNTRUST BANK, as
                                 Administrative Agent

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



<PAGE>

                                    EXHIBIT F

                                     FORM OF
                INDEMNITY, SUBROGATION AND CONTRIBUTION AGREEMENT

         INDEMNITY, SUBROGATION and CONTRIBUTION AGREEMENT dated as of February
4, 2004, among John H. Harland Company, a Georgia corporation (the "Borrower"),
each Subsidiary a signatory hereto (the "Guarantors"), and SUNTRUST BANK, a
Georgia banking corporation, as administrative agent (in such capacity, the
"Administrative Agent") for the Lenders (as defined in the Credit Agreement
referred to below).

                  Reference is made to (a) the Amended and Restated Credit
Agreement dated as of February 4, 2004 (as amended, supplemented or otherwise
modified from time to time, the "Credit Agreement"), among the Borrower, the
lenders from time to time party thereto (the "Lenders") and SunTrust Bank, as
Administrative Agent, swingline lender and issuing bank (in such capacity, the
"Issuing Bank"), and (b) the Subsidiary Guarantee Agreement dated as February 4,
2004, among the Guarantors and the Administrative Agent (as amended,
supplemented or otherwise modified from time to time, the "Guarantee
Agreement"). Capitalized terms used herein and not defined herein shall have the
meanings assigned to such terms in the Credit Agreement.

                  The Lenders have agreed to make Loans to the Borrower, and the
Issuing Bank has agreed to issue Letters of Credit for the account of the
Borrower, pursuant to, and upon the terms and subject to the conditions
specified in, the Credit Agreement. The Guarantors have guaranteed such Loans
and the other Obligations (as defined in the Guarantee Agreement) of the
Borrower under the Credit Agreement pursuant to the Guarantee Agreement. The
obligations of the Lenders to make Loans and of the Issuing Bank to issue
Letters of Credit are conditioned on, among other things, the execution and
delivery by the Borrower and the Guarantors of an agreement in the form hereof.

                  Accordingly, the Borrower, each Guarantor and the
Administrative Agent agree as follows:

                  SECTION 1. Indemnity and Subrogation. In addition to all such
rights of indemnity and subrogation as the Guarantors may have under applicable
law (but subject to Section 3), the Borrower agrees that in the event a payment
shall be made by any Guarantor under the Guarantee Agreement, the Borrower shall
indemnify such Guarantor for the full amount of such payment and such Guarantor
shall be subrogated to the rights of the person to whom such payment shall have
been made to the extent of such payment.

                  SECTION 2. Contribution and Subrogation. Each Guarantor (a
"Contributing Guarantor") agrees (subject to Section 3) that, in the event a
payment shall be made by any other Guarantor under the Guarantee Agreement, and
such other Guarantor (the "Claiming Guarantor") shall not have been fully
indemnified by the Borrower as provided in Section 1, the Contributing Guarantor
shall indemnify the Claiming Guarantor in an amount equal to the amount of such
payment, as the case may be, in each case multiplied by a fraction of which the
numerator shall be the net worth of the Contributing Guarantor on the date
hereof and the denominator shall be the aggregate net worth of all the
Guarantors on the date hereof (or, in the case of any Guarantor becoming a party
hereto pursuant to Section 12, the date of the Supplement hereto executed and
delivered by such Guarantor). Any Contributing Guarantor making any payment to a
Claiming Guarantor pursuant to this Section 2 shall be subrogated to the rights
of such Claiming Guarantor under Section 1 to the extent of such payment.

                  SECTION 3. Subordination. Notwithstanding any provision of
this Agreement to the contrary, all rights of the Guarantors under Sections 1
and 2 and all other rights of indemnity, contribution or subrogation under
applicable law or otherwise shall be fully subordinated to the indefeasible
payment in full in cash of the Obligations. No failure on the part of the
Borrower or any Guarantor to make the payments required under applicable law or
otherwise shall in any respect limit the obligations and liabilities of any
Guarantor with respect to its obligations hereunder, and each Guarantor shall
remain liable for the full amount of the obligations of such Guarantor
hereunder.

                  SECTION 4. Termination. This Agreement shall survive and be in
full force and effect so long as any Obligation is outstanding and has not been
indefeasibly paid in full in cash, and so long as the LC Exposure has not been
reduced to zero or any of the Commitments under the Credit Agreement have not
been terminated, and shall continue to be effective or be reinstated, as the
case may be, if at any time payment, or any part thereof, of any Obligation is
rescinded or must otherwise be restored by any Lender or any Guarantor upon the
bankruptcy or reorganization of the Borrower, any Guarantor or otherwise.

                  SECTION 5. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA.

                  SECTION 6. No Waiver; Amendment. (a) No failure on the part of
the Administrative Agent or any Guarantor to exercise, and no delay in
exercising, any right, power or remedy hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right, power or
remedy by the Administrative Agent or any Guarantor preclude any other or
further exercise thereof or the exercise of any other right, power or remedy.
All remedies hereunder are cumulative and are not exclusive of any other
remedies provided by law. None of the Administrative Agent and the Guarantors
shall be deemed to have waived any rights hereunder unless such waiver shall be
in writing and signed by such parties.

                  (b) Neither this Agreement nor any provision hereof may be
waived, amended or modified except pursuant to a written agreement entered into
between the Borrower, the Guarantors and the Administrative Agent, with the
prior written consent of the Required Lenders (except as otherwise provided in
the Credit Agreement).

                  SECTION 7. Notices. All communications and notices hereunder
shall be in writing and given as provided in the Guarantee Agreement and
addressed as specified therein.

                  SECTION 8. Binding Agreement; Assignments. Whenever in this
Agreement any of the parties hereto is referred to, such reference shall be
deemed to include the successors and assigns of such party; and all covenants,
promises and agreements by or on behalf of the parties that are contained in
this Agreement shall bind and inure to the benefit of their respective
successors and assigns. Neither the Borrower nor any Guarantor may assign or
transfer any of its rights or obligations hereunder (and any such attempted
assignment or transfer shall be void) without the prior written consent of the
Required Lenders. Notwithstanding the foregoing, at the time any Guarantor is
released from its obligations under the Guarantee Agreement in accordance with
such Guarantee Agreement and the Credit Agreement, such Guarantor will cease to
have any rights or obligations under this Agreement.

                  SECTION 9. Survival of Agreement; Severability. (a) All
covenants and agreements made by the Borrower and each Guarantor herein and in
the certificates or other instruments prepared or delivered in connection with
this Agreement or the other Loan Documents shall be considered to have been
relied upon by the Administrative Agent, the Lenders and each Guarantor and
shall survive the making by the Lenders of the Loans and the issuance of the
Letters of Credit by the Issuing Bank, and shall continue in full force and
effect as long as the principal of or any accrued interest on any Loans or any
other fee or amount payable under the Credit Agreement or this Agreement or
under any of the other Loan Documents is outstanding and unpaid or the LC
Exposure does not equal zero and as long as the Commitments have not been
terminated.

                  (b) In case one or more of the provisions contained in this
Agreement should be held invalid, illegal or unenforceable in any respect, no
party hereto shall be required to comply with such provision for so long as such
provision is held to be invalid, illegal or unenforceable, but the validity,
legality and enforceability of the remaining provisions contained herein shall
not in any way be affected or impaired thereby. The parties shall endeavor in
good-faith negotiations to replace the invalid, illegal or unenforceable
provisions with valid provisions the economic effect of which comes as close as
possible to that of the invalid, illegal or unenforceable provisions.

                  SECTION 10. Counterparts. This Agreement may be executed in
counterparts (and by different parties hereto on different counterparts) each of
which shall constitute an original, but all of which when taken together shall
constitute a single contract. This Agreement shall be effective with respect to
any Guarantor when a counterpart bearing the signature of such Guarantor shall
have been delivered to the Administrative Agent. Delivery of an executed
signature page to this Agreement by facsimile transmission shall be as effective
as delivery of a manually signed counterpart of this Agreement.

                  SECTION 11. Rules of Interpretation. The rules of
interpretation specified in Section 1.3 of the Credit Agreement shall be
applicable to this Agreement.

                  SECTION 12. Additional Guarantors. Pursuant to Section 5.10 of
the Credit Agreement, each Subsidiary Loan Party of the Borrower that was not in
existence or not such a Subsidiary Loan Party on the date of the Credit
Agreement is required to enter into the Guarantee Agreement as Guarantor upon
becoming such a Subsidiary Loan Party. Upon the execution and delivery, after
the date hereof, by the Administrative Agent and such Subsidiary of an
instrument in the form of Annex I hereto or of an assumption agreement
acceptable to the Administrative Agent, such Subsidiary shall become a Guarantor
hereunder with the same force and effect as if originally named as a Guarantor
hereunder. The execution and delivery of any instrument adding an additional
Guarantor as a party to this Agreement shall not require the consent of any
Guarantor hereunder. The rights and obligations of each Guarantor hereunder
shall remain in full force and effect notwithstanding the addition of any new
Guarantor as a party to this Agreement.


<PAGE>


                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their duly authorized officers as of the date first
appearing above.



                                            JOHN H. HARLAND COMPANY

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


                                            [GUARANTORS]

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


                                            SUNTRUST BANK, as
                                            Administrative Agent

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




<PAGE>

                                   SCHEDULE I
                          TO THE INDEMNITY, SUBROGATION
                           AND CONTRIBUTION AGREEMENT



                  Guarantors                                      Address





<PAGE>

                                   ANNEX I TO
                         THE INDEMNITY, SUBROGATION AND
                             CONTRIBUTION AGREEMENT



                                            SUPPLEMENT NO. [ ] dated as of [ ],
                                            to the Indemnity, Subrogation and
                                            Contribution Agreement dated as of
                                            February 4, 2004 (as the same may be
                                            amended, supplemented or otherwise
                                            modified from time to time, the
                                            "Indemnity, Subrogation and
                                            Contribution Agreement") among John
                                            H. Harland Company, a Georgia
                                            corporation (the "Borrower"), each
                                            Subsidiary a party thereto (the
                                            "Guarantors") and SunTrust Bank, a
                                            Georgia banking corporation, as
                                            administrative agent (the
                                            "Administrative Agent") for the
                                            Lenders (as defined in the Credit
                                            Agreement referred to below).

                  A. Reference is made to (a) the Amended and Restated Credit
Agreement dated as of February 4, 2004 (as amended, supplemented or otherwise
modified from time to time, the "Credit Agreement"), among the Borrower, the
lenders from time to time party thereto (the "Lenders") and SunTrust Bank, as
the Administrative Agent, swingline lender and issuing bank (in such capacity,
the "Issuing Bank"), and (b) the Subsidiary Guarantee Agreement dated as
February 4, 2004, among the Guarantors and the Administrative Agent (as amended,
supplemented or otherwise modified from time to time, the "Guarantee
Agreement").

                  B. Capitalized terms used herein and not otherwise defined
herein shall have the meanings assigned to such terms in the Indemnity,
Subrogation and Contribution Agreement and the Credit Agreement.

                  C. The Borrower and the Guarantors have entered into the
Indemnity, Subrogation and Contribution Agreement in order to induce the Lenders
to make Loans and the Issuing Bank to issue Letters of Credit. Pursuant to
Section 5.10 of the Credit Agreement, each Subsidiary Loan Party that was not in
existence or not such a Subsidiary Loan Party on the date of the Credit
Agreement is required to enter into the Guarantee Agreement as a Guarantor upon
becoming a Subsidiary Loan Party. Section 12 of the Indemnity, Subrogation and
Contribution Agreement provides that additional Subsidiaries may become
Guarantors under the Indemnity, Subrogation and Contribution Agreement by
execution and delivery of an instrument in the form of this Supplement. The
undersigned Subsidiary (the "New Guarantor") is executing this Supplement in
accordance with the requirements of the Credit Agreement to become a Guarantor
under the Indemnity, Subrogation and Contribution Agreement in order to induce
the Lenders to make additional Loans and the Issuing Bank to issue additional
Letters of Credit and as consideration for Loans previously made and Letters of
Credit previously issued.

                  Accordingly, the Administrative Agent and the New Guarantor
agree as follows:

                  SECTION 1. In accordance with Section 12 of the Indemnity,
Subrogation and Contribution Agreement, the New Guarantor by its signature below
becomes a Guarantor under the Indemnity, Subrogation and Contribution Agreement
with the same force and effect as if originally named therein as a Guarantor and
the New Guarantor hereby agrees to all the terms and provisions of the
Indemnity, Subrogation and Contribution Agreement applicable to it as Guarantor
thereunder. Each reference to a Guarantor in the Indemnity, Subrogation and
Contribution Agreement shall be deemed to include the New Guarantor. The
Indemnity, Subrogation and Contribution Agreement is hereby incorporated herein
by reference.

                  SECTION 2. The New Guarantor represents and warrants to the
Administrative Agent and the Lenders that this Supplement has been duly
authorized, executed and delivered by it and constitutes its legal, valid and
binding obligation, enforceable against it in accordance with its terms.

                  SECTION 3. This Supplement may be executed in counterparts
(and by different parties hereto on different counterparts) each of which shall
constitute an original, but all of which when taken together shall constitute a
single contract. This Supplement shall become effective when the Administrative
Agent shall have received counterparts of this Supplement that, when taken
together, bear the signature of the New Guarantor and the Administrative Agent.
Delivery of an executed signature page to this Supplement by facsimile
transmission shall be as effective as delivery of a manually signed counterpart
of this Supplement.

                  SECTION 4. Except as expressly supplemented hereby, the
Indemnity, Subrogation and Contribution Agreement shall remain in full force and
effect.

                  SECTION 5. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA.

                  SECTION 6. In case any one or more of the provisions contained
in this Supplement should be held invalid, illegal or unenforceable in any
respect, neither party hereto shall be required to comply with such provision
for so long as such provision is held to be invalid, illegal or unenforceable,
but the validity, legality and enforceability of the remaining provisions
contained herein and in the Indemnity, Subrogation and Contribution Agreement
shall not in any way be affected or impaired. The parties hereto shall endeavor
in good-faith negotiations to replace the invalid, illegal or unenforceable
provisions with valid provisions the economic effect of which comes as close as
possible to that of the invalid, illegal or unenforceable provisions.

                  SECTION 7. All communications and notices hereunder shall be
in writing and given as provided in Section 7 of the Indemnity, Subrogation and
Contribution Agreement. All communications and notices hereunder to the New
Guarantor shall be given to it at the address set forth under its signature.

                  SECTION 8. The New Guarantor agrees to reimburse the
Administrative Agent for its reasonable out-of-pocket expenses in connection
with this Supplement, including the reasonable fees, other charges and
disbursements of counsel for the Administrative Agent.



<PAGE>


                  IN WITNESS WHEREOF, the New Guarantor and the Administrative
Agent have duly executed this Supplement to the Indemnity, Subrogation and
Contribution Agreement as of the day and year first above written.

                                            [Name of New Guarantor]

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


                                            Address:


                                            Attention:
                                            Telecopy No.:


                                            SUNTRUST BANK, as
                                            Administrative Agent

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






<PAGE>

                                    EXHIBIT G

                                     FORM OF
                         OPINION OF KING & SPALDING LLP


                              ______________, 2004


To: Each of the Lenders party to the Credit Agreement referenced below and each
assignee thereof that becomes a "Lender" as provided therein and SunTrust Bank,
as Administrative Agent

         Re:      Amended and Restated Credit Agreement dated as of February 4,
                  2004 (the "Credit Agreement") among John H. Harland Company,
                  each of the Lenders listed on the signature pages thereto and
                  SunTrust Bank, as Administrative Agent thereunder (the
                  "Agent")

         We have acted as special counsel to John H. Harland Company, a Georgia
corporation (the "Borrower"), and each of its wholly-owned domestic Subsidiaries
listed on Schedule 1 attached hereto (collectively, the "Subsidiary Loan
Parties"; the Borrower and the Subsidiary Loan Parties are collectively referred
to herein as the "Loan Parties") in connection with the Credit Agreement. In
such capacity, we have participated in the negotiation, execution and delivery
of the Credit Agreement. This opinion is furnished to you at the request of the
Borrower pursuant to Section 3.1(b) of the Credit Agreement.

         This opinion letter is limited by, and is given in accordance with, the
January 1, 1992 edition of the Interpretive Standards applicable to Legal
Opinions to Third Parties in Corporate Transactions adopted by the Legal Opinion
Committee of the Corporate and Banking Law Section of the State Bar of Georgia
(the "Interpretive Standards"), which Interpretive Standards are incorporated in
this opinion letter by this reference. Capitalized terms used in this opinion
letter, and not otherwise expressly defined herein, shall have the meanings
assigned to such terms in the Interpretive Standards and/or the Credit
Agreement.

         For the purpose of giving this opinion, we have examined executed
copies of each of the following documents delivered, or to be delivered, to the
Agent and the Lenders on the date hereof pursuant to the requirements of the
Credit Agreement (collectively, the "Credit Documents"):

         (1) the Credit Agreement;

         (2) the Revolving Credit Notes;

         (3) the Term Notes;

         (4) the Subsidiary Guarantee Agreement;

         (5) the Indemnity and Contribution Agreement; and

         (6) the Swing Line Note.

         We have also reviewed such other documents, including certificates of
officers of the Loan Parties, and given consideration to such matters of law and
fact as we have deemed appropriate, in our professional judgment, to render the
opinions expressed in this letter. We have assumed the genuineness of all
signatures on, and authenticity of, all documents submitted to us as originals
and the conformity to original documents of all documents submitted to us as
copies.

         With respect to any element of mutuality that may be required in order
to support the validity, binding effect or enforceability of the Credit
Documents, we have assumed, with your permission, that (i) the Lenders and the
Agent have all requisite power and authority to enter into and perform their
respective obligations under the Credit Agreement, (ii) the Credit Agreement has
been duly authorized, executed and delivered by such Lenders and the Agent,
(iii) the Credit Agreement constitutes the legal, valid and binding obligations
of each such Lender and Agent, and (iv) the Lenders and the Agent are entitled
to avail themselves of the courts of the State of Georgia to enforce the Credit
Documents. We have further assumed that, to the extent applicable law requires
the Lenders and the Agent to act in accordance with duties of good faith or fair
dealing, in a commercially reasonable manner, or otherwise in compliance with
applicable legal requirements in exercising their respective rights and remedies
under the Credit Documents, the Lenders and the Agent will fully comply with
such legal requirements, notwithstanding any provision of the Credit Documents
that purports to grant the Lenders or the Agent the right to act in a manner
contrary to such legal requirements, or based on their sole judgment or in their
sole discretion or provisions of similar import.

         With your permission, we have also assumed that:

         (a) Each of the Subsidiary Loan Parties listed on Schedule 2 attached
hereto (collectively, "Excluded Subsidiary Loan Parties"), (i) is a corporation
or limited liability company duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization; (ii) has the
corporate or limited liability company power and authority to own and operate
its properties and to conduct its business as now conducted; (iii) has the
corporate or limited liability company power and authority to make, deliver and
perform its obligations under the Credit Documents to which it is a party and
has taken all necessary corporate or limited liability company action to
authorize the execution, delivery and performance of its obligations under such
Credit Documents; and (iv) has duly authorized, executed and delivered each
Credit Document to which it is a party;

         (b) The execution, delivery and performance by each Excluded Subsidiary
Loan Party of its obligations under the Credit Documents to which it is party in
accordance with their respective terms do not conflict with or result in a
breach of the articles or certificate of incorporation or bylaws of such
Excluded Subsidiary Loan Party;

         (c) The only interest, fees and other charges contracted for or to be
reserved, charged, taken or paid in connection with the transactions
contemplated by the Credit Documents are those set forth in the Credit Documents
and that all such interest, fees and charges will be reserved, charged, taken
and applied by the Agent and the Lenders solely as described therein, and that
no interest shall be reserved, charged, taken or paid under the Credit Documents
on unpaid interest and that under no circumstances shall the rate of interest
payable under the Credit Documents (including any fees, charges, premiums or
other amounts that may be characterized as interest) exceed five percent (5%)
per month (whether due to prepayment, acceleration or otherwise); and

         (d) For purposes of the opinion set forth in paragraph 6 below, (i) the
Borrower and its Subsidiaries will comply with the requirements of Section 4.9
and Section 5.9 of the Credit Agreement; (ii) the Borrower had substantial
assets and cash flow to support the obligations incurred under the Existing
Credit Facility, without regard to the common stock of Concentrex Incorporated,
now known as Harland Financial Solutions, Inc. ("Concentrex") acquired by JH
Acquisition Corp. utilizing proceeds of the loans made under the Existing Credit
Facility (within the meaning of 12 C.F.R. ss.221.124 (1/1/00 edition)); and
(iii) the lenders under the Existing Credit Facility in good faith did not rely
on the common stock of Concentrex acquired utilizing proceeds of the loans under
the Existing Credit Facility (within the meaning of 12 C.F.R. ss.221.124 (1/1/00
edition)) in making such loans. For purposes of the opinion set forth in
paragraph 6 below, we have also relied on (i) the Agreement and Plan of Merger
dated as of July 17, 2000 among the Borrower, JH Acquisition Corp. and
Concentrex; and (ii) the Interpretation of Regulation U by the Board of
Governors of the Federal Reserve System set forth at 12 C.F.R. ss.221.124
(1/1/00 edition).

         Based on the foregoing, and subject to the qualifications hereinafter
set forth, we are of the opinion that:

1. Except with respect to the Excluded Subsidiary Loan Parties (as to which we
express no opinion), each of the Loan Parties is a corporation validly existing
and in good standing under the laws of its jurisdiction of incorporation. Except
with respect to the Excluded Subsidiary Loan Parties (as to which we express no
opinion), each of the Loan Parties has the corporate power and authority to own
its properties and to carry on its business as now being conducted, and is duly
qualified and authorized to do business and in good standing in each additional
jurisdiction so indicated on Schedule 3 attached hereto.

2. Except with respect to the Excluded Subsidiary Loan Parties (as to which we
express no opinion), each of the Loan Parties has the corporate power and
authority, and has taken all necessary corporate action to authorize it, to
borrow under the Credit Documents (in the case of the Borrower) and to execute,
deliver and perform its obligations under the Credit Documents in accordance
with their respective terms. Except with respect to the Excluded Subsidiary Loan
Parties (as to which we express no opinion), each of the Credit Documents has
been duly executed and delivered on behalf of each of the Loan Parties a party
thereto.

3. The execution, delivery and performance by each Loan Party of its obligations
under the Credit Documents in accordance with their respective terms, and the
borrowings under the Credit Agreement (in the case of the Borrower), do not (i)
require any approval, consent, or authorization of, or registration, declaration
or filing with, the United States or any Georgia governmental authority or
violate any applicable United States federal or Georgia law relating to any Loan
Party, (ii) conflict with, result in a breach of or constitute a default under
(x) except with respect to the Excluded Subsidiary Loan Parties (as to which we
express no opinion), the articles or certificate of incorporation or by-laws of
any Loan Party, or (y) to our knowledge, any of the "Material Contracts" (as
hereinafter defined), or (iii) to our knowledge, result in or require the
creation or imposition of any Lien upon or with respect to any property now
owned or hereafter acquired by any of the Loan Parties pursuant to any of the
Material Contracts. For purposes hereof, the term "Material Contracts" shall
mean, collectively, those contracts (if any) to which any Loan Party is a party
or by which any Loan Party or their respective properties is bound described on
Schedule 4 (which are those written contracts as to which the Borrower has
certified to us that a violation by a Loan Party of which or a termination of
which would have a Material Adverse Effect).

4. Each of the Credit Documents constitutes the legal, valid and binding
obligation of each Loan Party a party thereto, enforceable against such Loan
Party in accordance with its terms; provided that no opinion is expressed herein
as to the enforceability of (i) those provisions of the Credit Agreement and the
Subsidiary Guarantee purporting to require the waiver of defenses, set-offs, or
counterclaims by any Loan Party or (ii) Section 10.12 of the Credit Agreement.
The provisions of the Credit Documents with respect to payment of interest,
fees, costs, and other charges for the use of money do not violate the interest
and usury laws as in effect in the State of Georgia.

5. None of the Loan Parties (except for the Excluded Subsidiary Loan Parties, as
to which we express no opinion) is an "investment company" or a company
"controlled" by an "investment company" within the meaning of the Investment
Company Act of 1940, or a "holding company" or a "subsidiary company" of a
"holding company" within the meaning of the Public Utility Holding Company Act
of 1935, as amended.

6. The making of any Revolving Loans, the Term Loan and any Swingline Loans and
the application of the proceeds thereof as provided in the Credit Agreement do
not violate Regulation T, U or X of the Board of Governors of the Federal
Reserve System.

         Based upon and subject to the limitations contained herein, we confirm
to you that, to our knowledge, except as disclosed in the schedules to the
Credit Agreement, no litigation or other proceeding against any Loan Party or
any of its properties is pending or overtly threatened by a written
communication to any Loan Party as to which (i) there is a reasonable
possibility of an adverse determination that could reasonably be expected to
have, either individually or in the aggregate, a Material Adverse Effect, or
(ii) which in any manner draws into question the validity or enforceability of
the Credit Agreement or any of the other Credit Documents.

         Our opinion in paragraph 1 above with respect to the status of the Loan
Parties (other than the Excluded Subsidiary Loan Parties) under the laws of
various jurisdictions is based solely on the certificates issued by the
respective Secretaries of State for the jurisdictions specified, copies of which
certificates have been delivered to you on the date hereof, and we have assumed
that such certificates were accurate and continue to be accurate on the date
hereof.

         The opinions expressed herein are limited to the laws of the State of
Georgia, the Delaware General Corporation Law (as to corporate matters affecting
Scantron Corporation, Harland Business Products, Inc. and Venus Flytrap
Corporation) and applicable United States federal law, and we express no opinion
as to the laws of any other jurisdiction or the effect any such laws may have on
the matters set forth herein.

         This opinion is provided to you for your exclusive use solely in
connection with the transactions contemplated by the Credit Agreement and may
not be relied upon by any other person or for any other purpose without our
prior written consent. The opinions expressed in this letter are strictly
limited to the matters stated in this letter as of the date hereof, and no other
opinions are to be implied or inferred. We undertake no obligation to advise you
or any other person or entity of changes of law or fact that occur after the
date of this letter, whether or not such change may affect any of the opinions
expressed herein.

                                                      Very truly yours,



                                                     KING & SPALDING LLP


<PAGE>

                                   Schedule 1
                            (Subsidiary Loan Parties)



<PAGE>


                                   Schedule 2

                    (Subsidiaries excluded from Loan Parties)


<PAGE>


                                   Schedule 3

                     (Good Standings/Foreign Qualifications)


<PAGE>

                                   EXHIBIT 2.3

                          NOTICE OF REVOLVING BORROWING

                                     [Date]

SunTrust Bank,
 as Administrative Agent
 for the Lenders referred to below
303 Peachtree Street, N.E.
Atlanta, GA  30308
Attention:
          --------------------------


Dear Sirs:

         Reference is made to the Amended and Restated Credit Agreement dated as
of February 4, 2004 (as amended and in effect on the date hereof, the "Credit
Agreement"), among the undersigned, as Borrower, the Lenders named therein, and
SunTrust Bank, as Administrative Agent. Terms defined in the Credit Agreement
are used herein with the same meanings. This notice constitutes a Notice of
Revolving Borrowing, and the Borrower hereby requests a Revolving Borrowing
under the Credit Agreement, and in that connection the Borrower specifies the
following information with respect to the Revolving Borrowing requested hereby:

         (A) Aggregate principal amount of Revolving Borrowing2: (B) Date of
         Revolving Borrowing (which is a Business Day)3: (C) Interest Rate
         basis4: (D) Interest Period5: (E) Location and number of Borrower's
         account to which proceeds of Revolving Borrowing are to be
                  disbursed:
                            ----------------------------------


<PAGE>


         The Borrower hereby represents and warrants that the conditions
specified in paragraphs (a), (b) and (c) of Section 3.2 of the Credit Agreement
are satisfied.
                                          Very truly yours,
                                          JOHN H. HARLAND COMPANY

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



<PAGE>

                                   EXHIBIT 2.5

                          NOTICE OF SWINGLINE BORROWING

                                     [Date]

SunTrust Bank,
 as Administrative Agent
 for the Lenders referred to below
303 Peachtree Street, N.E.
Atlanta, GA  30308
Attention:  __________________

Dear Sirs:

         Reference is made to the Amended and Restated Credit Agreement dated as
of February 4, 2004 (as amended and in effect on the date hereof, the "Credit
Agreement"), among the undersigned, as Borrower, the Lenders named therein, and
SunTrust Bank, as Administrative Agent. Terms defined in the Credit Agreement
are used herein with the same meanings. This notice constitutes a Notice of
Swingline Borrowing, and the Borrower hereby requests a Swingline Borrowing
under the Credit Agreement, and in that connection the Borrower specifies the
following information with respect to the Swingline Borrowing requested hereby:

         (A) Principal amount of Swingline Loan6: (B) Date of Swingline Loan
         (which is a Business Day)
          (C)     Location and number of Borrower's account to which proceeds of
                  Swingline Loan are to be disbursed:
         The Borrower hereby represents and warrants that the conditions
specified in paragraphs (a), (b) and (c) of Section 3.2 of the Credit Agreement
are satisfied.
                                            Very truly yours,
                                            JOHN H. HARLAND COMPANY

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


<PAGE>

                                  EXHIBIT 2.7

                         FORM OF CONTINUATION/CONVERSION

                                     [Date]


SunTrust Bank,
 as Administrative Agent
for the Lenders referred to below
303 Peachtree Street, N.E.
Atlanta, GA  30308
Attention:
           -------------------------

Dear Sirs:

         Reference is made to the Amended and Restated Credit Agreement dated as
of February 4, 2004 (as amended and in effect on the date hereof, the "Credit
Agreement"), among the undersigned, as Borrower, the Lenders named therein, and
SunTrust Bank, as Administrative Agent. Terms defined in the Credit Agreement
are used herein with the same meanings. This notice constitutes a
Continuation/Conversion and the Borrower hereby requests the conversion or
continuation of a [Revolving Borrowing] [Term Loan Borrowing] under the Credit
Agreement, and in that connection the Borrower specifies the following
information with respect to the [Revolving Borrowing] [Term Loan Borrowing] to
be converted or continued as requested hereby:

         (A) [Revolving] [Term Loan] Borrowing to which this request applies:
         (B) Principal amount of [Revolving[ [Term Loan] Borrowing to be
                  converted/continued :
                                       --------------------------------
         (C) Effective date of election (which is a Business Day): (D) Interest
         rate basis:
         (E) Interest Period:

                                            Very truly yours,
                                            JOHN H. HARLAND COMPANY

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


<PAGE>

                               EXHIBIT 3.1(b)(iv)


                  FORM OF SECRETARY'S CERTIFICATE OF John H. Harland Company

         Reference is made to the Amended and Restated Credit Agreement dated as
of February 4, 2004 (the "Credit Agreement"), among John H. Harland Company (the
"Borrower"), the lenders named therein, and SunTrust Bank, as Administrative
Agent. Terms defined in the Credit Agreement are used herein with the same
meanings. This certificate is being delivered pursuant to Section 3.1 of the
Credit Agreement.

         I, [ ], Secretary of the Borrower, DO HEREBY CERTIFY that:

         (a) there have been no amendments or supplements to, or restatements
of, the articles of incorporation of the Borrower delivered pursuant to Section
3.1 of the Credit Agreement;

         (b) no proceeding have been instituted or are pending or contemplated
with respect to the dissolution, liquidation or sale of all or substantially all
the assets of the Borrower or threatening its existence or the forfeiture or any
of its corporate rights;

         (c) annexed hereto as Exhibit A is a true and correct copy of the
Bylaws of the Borrower as in effect on ______________7 and at all times
thereafter through the date hereof;

         (d) annexed hereto as Exhibit B is a true and correct copy of certain
resolutions duly adopted by the Board of Directors of the Borrower [at a meeting
of said Board of Directors duly called and held on ________________][by
unanimous written consent], which resolutions are the only resolutions adopted
by the Board of Directors of the Borrower or any committee thereof relating to
the Credit Agreement and the other Loan Documents to which the Borrower is a
party and the transactions contemplated therein and have not been revoked,
amended, supplemented or modified and are in full force and effect on the date
hereof; and

         (e) each of the persons named below is and has been at all times since
[date] a duly elected and qualified officer of the Borrower holding the
respective office set forth opposite his or her name and the signature set forth
opposite of each such person is his or her genuine signature:

Name                               Title                     Specimen Signature

                  [Include all officers who are signing the Credit Agreement or
                  any other Loan Documents.]

         IN WITNESS WHEREOF, I have hereunto signed my name this 4th day of
February, 2004.


                                    Secretary


<PAGE>



                  I,     [     ],     [     ]     of     the     Borrower,
do     hereby      certify     that [  ]  has  been  duly   elected,   is  duly
qualified  and  is  the   [Assistant]   Secretary  of  the  Borrower, that the
signature  set forth above is [his/her]  genuine  signature and that [he/she]
has held such office at all times since [                     ].

         IN WITNESS WHEREOF, I have hereunto signed my name this 4th day of
February, 2004.

                                                                       8
                                      -----------------------------------
                                 Title:
                                       --------------------------------





<PAGE>


                                  Schedule 7.4
                               EXHIBIT 3.1(b)(vii)


                          FORM OF OFFICER'S CERTIFICATE


         Reference is made to the Amended and Restated Credit Agreement dated as
of February 4, 2004 (the "Credit Agreement"), among John H. Harland Company (the
"Borrower"), the Lenders from time to time party thereto, and SunTrust Bank, as
Administrative Agent. Terms defined in the Credit Agreement are used herein with
the same meanings. This certificate is being delivered pursuant to Section
3.1(b)(vii) of the Credit Agreement.

         I, ____________________, ___________________ of the Borrower,
DO HEREBY CERTIFY that:

         (a) the representations and warranties of the Borrower set forth in the
Credit Agreement are true and correct in all material respects on and as of the
date hereof; and

         (b) no Default or Event of Default has occurred and is continuing at
the date hereof; and

         (c) since ___________________, which is the date of the most recent
financial statements described in Section 5.1(a) of the Credit Agreement, there
has been no change which has had or could reasonably be expected to have a
Material Adverse Effect.

         IN WITNESS WHEREOF, I have hereunto signed my name this 4th day of
February, 2004.



                                      Name:
                                      Title:




--------
1 Consents to be included to the extent required by Section 10.4(b) of the
Credit Agreement.
2 Not less than $5,000,000 and an integral multiple of $1,000,000, in the case
of Eurodollar Loans; not less than $1,000,000 and an integral multiple of
$100,000 in the case of Base Rate Loans.
3 Not earlier than three business days
later in the case of Eurodollar Loans, one business day later in the case of
Base Rate Loans, in each case, assuming notice delivered by 11:00 a.m.
4 Eurodollar or Base Rate.
5 Which must comply with the definition of "Interest Period" and end not later
than the Commitment Termination Date. 6 Not less than $100,000 and an integral
multiple of $50,000.
7 This date should be prior to the date of the resolutions referred to in clause
(d)
8 This certification should be included as part of the Secretary's certificate
and signed by one of the officers whose incumbency is certified pursuant to
clause (e) above.