<PAGE>
                                                                     EXHIBIT 4.1

================================================================================


                                  $175,000,000


                                CREDIT AGREEMENT


                         dated as of December 12, 2002,


                                  by and among


                       WACKENHUT CORRECTIONS CORPORATION,
                                  as Borrower,


                         the Lenders referred to herein,


                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                            as Administrative Agent,


                                       and


                                  BNP PARIBAS,
                              as Syndication Agent


                   WACHOVIA SECURITIES, INC. and BNP PARIBAS,
                              as Co-Lead Arrangers


================================================================================
<PAGE>

<TABLE>
<CAPTION>

                                TABLE OF CONTENTS

<S>                   <C>                                                                                        <C>
ARTICLE I  DEFINITIONS............................................................................................1
SECTION 1.1           Definitions.................................................................................1
SECTION 1.2           General....................................................................................18
SECTION 1.3           Other Definitions and Provisions...........................................................18


ARTICLE II  REVOLVING CREDIT FACILITY............................................................................19
SECTION 2.1           Revolving Credit Loans.....................................................................19
SECTION 2.2           Swingline Loans............................................................................19
SECTION 2.3           Procedure for Advances of Revolving Credit Loans and Swingline Loans.......................20
SECTION 2.4           Repayment of Loans.........................................................................21
SECTION 2.5           Notes......................................................................................22
SECTION 2.6           Permanent Reduction of the Revolving Credit Commitment.....................................22
SECTION 2.7           Termination of Revolving Credit Facility...................................................23


ARTICLE III  LETTER OF CREDIT FACILITY...........................................................................23
SECTION 3.1           L/C Commitment.............................................................................23
SECTION 3.2           Procedure for Issuance of Letters of Credit................................................24
SECTION 3.3           Commissions and Other Charges..............................................................24
SECTION 3.4           L/C Participations.........................................................................25
SECTION 3.5           Reimbursement Obligation of the Borrower...................................................26
SECTION 3.6           Obligations Absolute.......................................................................26
SECTION 3.7           Effect of Application......................................................................27


ARTICLE IV  TERM LOAN FACILITY...................................................................................27
SECTION 4.1           Term Loan..................................................................................27
SECTION 4.2           Procedure for Advance of Term Loan.........................................................27
SECTION 4.3           Repayment of Term Loan.....................................................................28
SECTION 4.4           Prepayments of Term Loan...................................................................28
SECTION 4.5           Term Notes.................................................................................31


ARTICLE V  GENERAL LOAN PROVISIONS...............................................................................31
SECTION 5.1           Interest...................................................................................31
SECTION 5.2           Notice and Manner of Conversion or Continuation of Loans...................................33
SECTION 5.3           Fees.......................................................................................34
SECTION 5.4           Manner of Payment..........................................................................35
SECTION 5.5           Crediting of Payments and Proceeds.........................................................35
SECTION 5.6           Adjustments................................................................................36
SECTION 5.7           Nature of Obligations of Lenders Regarding Extensions of Credit; Assumption
                      by the Administrative Agent ...............................................................36
SECTION 5.8           Changed Circumstances......................................................................37
SECTION 5.9           Indemnity..................................................................................39
SECTION 5.10          Capital Requirements.......................................................................39
</TABLE>


                                        i
<PAGE>

<TABLE>
<S>                   <C>                                                                                        <C>
SECTION 5.11          Taxes......................................................................................39
SECTION 5.12          Security...................................................................................41


ARTICLE VI  CLOSING; CONDITIONS OF CLOSING AND BORROWING.........................................................41
SECTION 6.1           Closing....................................................................................41
SECTION 6.2           Conditions to Closing and Initial Extensions of Credit.....................................41
SECTION 6.3           Conditions to All Extensions of Credit.....................................................46


ARTICLE VII  REPRESENTATIONS AND WARRANTIES OF THE BORROWER......................................................47
SECTION 7.1           Representations and Warranties.............................................................47
SECTION 7.2           Survival of Representations and Warranties, Etc............................................54


ARTICLE VIII  FINANCIAL INFORMATION AND NOTICES..................................................................54
SECTION 8.1           Financial Statements and Projections.......................................................54
SECTION 8.2           Officer's Compliance Certificate...........................................................55
SECTION 8.3           Annual Accountants' Certificate............................................................55
SECTION 8.4           Other Reports..............................................................................56
SECTION 8.5           Notice of Litigation and Other Matters.....................................................56
SECTION 8.6           Accuracy of Information....................................................................57


ARTICLE IX  AFFIRMATIVE COVENANTS................................................................................57
SECTION 9.1           Preservation of Corporate Existence and Related Matters....................................57
SECTION 9.2           Maintenance of Property....................................................................57
SECTION 9.3           Insurance..................................................................................58
SECTION 9.4           Accounting Methods and Financial Records...................................................58
SECTION 9.5           Payment and Performance of Obligations.....................................................58
SECTION 9.6           Compliance With Laws and Approvals.........................................................58
SECTION 9.7           Environmental Laws.........................................................................58
SECTION 9.8           Compliance with ERISA......................................................................59
SECTION 9.9           Compliance With Agreements.................................................................59
SECTION 9.10          Visits and Inspections.....................................................................59
SECTION 9.11          Additional Subsidiaries....................................................................59
SECTION 9.12          Use of Proceeds............................................................................61
SECTION 9.13          Existing Letters of Credit.................................................................61
SECTION 9.14          Further Assurances.........................................................................61


ARTICLE X  FINANCIAL COVENANTS...................................................................................61
SECTION 10.1          Leverage Ratio.............................................................................61
SECTION 10.2          Fixed Charge Coverage Ratio................................................................62
SECTION 10.3          Capital Expenditures.......................................................................62
SECTION 10.4          Minimum Net Worth..........................................................................62


ARTICLE XI  NEGATIVE COVENANTS...................................................................................63
</TABLE>


                                       ii
<PAGE>

<TABLE>
<S>                   <C>                                                                                        <C>
SECTION 11.1          Limitations on Debt........................................................................63
SECTION 11.2          Limitations on Liens.......................................................................64
SECTION 11.3          Limitations on Loans, Advances, Investments and Acquisitions...............................65
SECTION 11.4          Limitations on Mergers and Liquidation.....................................................66
SECTION 11.5          Limitations on Sale of Assets..............................................................66
SECTION 11.6          Restricted Payments........................................................................67
SECTION 11.7          Limitations on Exchange and Issuance of Capital Stock......................................67
SECTION 11.8          Transactions with Affiliates...............................................................67
SECTION 11.9          Certain Accounting Changes; Organizational Documents.......................................68
SECTION 11.10         Amendments; Payments and Prepayments of Subordinated Debt..................................68
SECTION 11.11         Restrictive Agreements.....................................................................68
SECTION 11.12         Nature of Business.........................................................................68
SECTION 11.13         Impairment of Security Interests...........................................................68


ARTICLE XII  DEFAULT AND REMEDIES................................................................................69
SECTION 12.1          Events of Default..........................................................................69
SECTION 12.2          Remedies...................................................................................71
SECTION 12.3          Rights and Remedies Cumulative; Non-Waiver; etc............................................72


ARTICLE XIII  THE AGENTS.........................................................................................72
SECTION 13.1          Appointment................................................................................72
SECTION 13.2          Delegation of Duties.......................................................................73
SECTION 13.3          Exculpatory Provisions.....................................................................73
SECTION 13.4          Reliance by the Agents.....................................................................73
SECTION 13.5          Notice of Default..........................................................................74
SECTION 13.6          Non-Reliance on the Agents and Other Lenders...............................................74
SECTION 13.7          Indemnification............................................................................75
SECTION 13.8          The Agents in Their Individual Capacities..................................................75
SECTION 13.9          Resignation of the Agents; Successor Agents................................................75


ARTICLE XIV  MISCELLANEOUS.......................................................................................76
SECTION 14.1          Notices....................................................................................76
SECTION 14.2          Expenses; Indemnity........................................................................78
SECTION 14.3          Set-off....................................................................................78
SECTION 14.4          Governing Law..............................................................................79
SECTION 14.5          Jurisdiction and Venue.....................................................................79
SECTION 14.6          Waiver of Jury Trial.......................................................................80
SECTION 14.7          Reversal of Payments.......................................................................80
SECTION 14.8          Injunctive Relief; Punitive Damages........................................................80
SECTION 14.9          Accounting Matters.........................................................................80
SECTION 14.10         Successors and Assigns; Participations.....................................................81
SECTION 14.11         Amendments, Waivers and Consents...........................................................85
SECTION 14.12         Performance of Duties......................................................................86
SECTION 14.13         All Powers Coupled with Interest...........................................................86
</TABLE>


                                      iii
<PAGE>

<TABLE>
<S>                   <C>                                                                                        <C>
SECTION 14.14         Survival of Indemnities....................................................................86
SECTION 14.15         Titles and Captions........................................................................86
SECTION 14.16         Severability of Provisions.................................................................86
SECTION 14.17         Counterparts...............................................................................86
SECTION 14.18         Term of Agreement..........................................................................87
SECTION 14.19         Advice of Counsel..........................................................................87
SECTION 14.20         No Strict Construction.....................................................................87
SECTION 14.21         Inconsistencies with Other Documents; Independent Effect of Covenants......................87
</TABLE>


                                       iv
<PAGE>


EXHIBITS

Exhibit A-1           -        Form of Revolving Credit Note
Exhibit A-2                    Form of Swingline Note
Exhibit A-3           -        Form of Term Note
Exhibit B             -        Form of Notice of Borrowing
Exhibit C             -        Form of Notice of Account Designation
Exhibit D             -        Form of Notice of Prepayment
Exhibit E             -        Form of Notice of Conversion/Continuation
Exhibit F             -        Form of Officer's Compliance Certificate
Exhibit G             -        Form of Assignment and Acceptance
Exhibit H             -        Form of Guaranty Agreement
Exhibit I             -        Form of Collateral Agreement
Exhibit J             -        Form of Joinder Agreement
Exhibit K             -        Form of Collateral Assignment

SCHEDULES

Schedule 1.1(a)       -        Designated Assets
Schedule 1.1(b)       -        Existing Letters of Credit
Schedule 1.1(c)       -        Unrestricted Subsidiaries
Schedule 7.1(a)       -        Jurisdictions of Organization and Qualification
Schedule 7.1(b)       -        Subsidiaries and Capitalization
Schedule 7.1(i)       -        ERISA Plans
Schedule 7.1(l)       -        Material Contracts
Schedule 7.1(m)       -        Labor and Collective Bargaining Agreements
Schedule 7.1(t)       -        Debt and Guaranty Obligations
Schedule 7.1(u)       -        Litigation
Schedule 11.2         -        Existing Liens
Schedule 11.3         -        Existing Loans, Advances and Investments
Schedule 11.8         -        Transactions with Affiliates


                                       v
<PAGE>

         CREDIT AGREEMENT, dated as of the 12th day of December, 2002, by and
among WACKENHUT CORRECTIONS CORPORATION, a Florida corporation, as Borrower, the
lenders who are or may become a party to this Agreement, as Lenders, WACHOVIA
BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative
Agent for the Lenders and BNP PARIBAS, as Syndication Agent.

                              STATEMENT OF PURPOSE

         The Borrower has requested, and the Lenders have agreed, to extend
certain credit facilities to the Borrower on the terms and conditions of this
Agreement.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties hereto, such parties
hereby agree as follows:


                                    ARTICLE I

                                   DEFINITIONS

         SECTION 1.1       Definitions. The following terms when used in this
Agreement shall have the meanings assigned to them below:

         "Administrative Agent" means Wachovia in its capacity as Administrative
Agent hereunder, and any successor thereto appointed pursuant to Section 13.9.

         "Administrative Agent's Office" means the office of the Administrative
Agent specified in or determined in accordance with the provisions of Section
14.1(c).

         "Affiliate" means, with respect to any Person, any other Person (other
than a Subsidiary of the Borrower) which directly or indirectly through one or
more intermediaries, controls, or is controlled by, or is under common control
with, such first Person or any of its Subsidiaries. The term "control" means (a)
the power to vote ten percent (10%) or more of the securities or other equity
interests of a Person having ordinary voting power, or (b) the possession,
directly or indirectly, of any other power to direct or cause the direction of
the management and policies of a Person, whether through ownership of voting
securities, by contract or otherwise.

         "Agents" means the collective reference to the Administrative Agent and
the Syndication Agent.

         "Aggregate Commitment" means the aggregate amount of the Lenders'
Commitments hereunder, as such amount may be reduced or otherwise modified at
any time or from time to time pursuant to the terms hereof. On the Closing Date,
the Aggregate Commitment shall be One Hundred Seventy-Five Million Dollars
($175,000,000).

         "Agreement" means this Credit Agreement, as amended, restated,
supplemented or otherwise modified from time to time.
<PAGE>

         "Applicable Law" means all applicable provisions of constitutions,
laws, statutes, ordinances, rules, treaties, regulations, permits, licenses,
approvals, interpretations and orders of courts or Governmental Authorities and
all orders and decrees of all courts and arbitrators.

         "Applicable Margin" has the meaning assigned thereto in Section 5.1(c).

         "Application" means an application, in the form specified by the
applicable Issuing Lender from time to time, requesting the applicable Issuing
Lender to issue a Letter of Credit.

         "Approved Fund" means any Person (other than a natural Person),
including, without limitation, any special purpose entity, that is (or will be)
engaged in making, purchasing, holding or otherwise investing in commercial
loans and similar extensions of credit in the ordinary course of its business;
provided, that such Approved Fund must be administered by (a) a Lender, (b) an
Affiliate of a Lender or (c) an entity or an Affiliate of an entity that
administers or manages a Lender.

         "Assignment and Acceptance" has the meaning assigned thereto in Section
14.10.

         "Assignment Agreement" has the meaning set forth in the Collateral
Agreement.

         "Assignment of Claims Act" means Assignment of Claims Act of 1940 (41
U.S.C. Section 15, 31 U.S.C. Section 3737, and 31 U.S.C. Section 3727),
including all amendments thereto and regulations promulgated thereunder.

         "Base Rate" means, at any time, the higher of (a) the Prime Rate and
(b) the Federal Funds Rate plus 1/2 of 1%; each change in the Base Rate shall
take effect simultaneously with the corresponding change or changes in the Prime
Rate or the Federal Funds Rate.

         "Base Rate Loan" means any Loan bearing interest at a rate based upon
the Base Rate as provided in Section 5.1(a).

         "Benefited Lender" has the meaning assigned thereto in Section 5.6.

         "Borrower" means Wackenhut Corrections Corporation, a Florida
corporation, in its capacity as borrower hereunder.

         "Business Day" means (a) for all purposes other than as set forth in
clause (b) below, any day other than a Saturday, Sunday or legal holiday on
which banks in Charlotte, North Carolina and New York, New York, are open for
the conduct of their commercial banking business, and (b) with respect to all
notices and determinations in connection with, and payments of principal and
interest on, any LIBOR Rate Loan, any day that is a Business Day described in
clause (a) and that is also a day for trading by and between banks in Dollar
deposits in the London interbank market.

         "Calculation Date" has the meaning assigned thereto in Section 5.1(c).


                                       2
<PAGE>

         "Capital Asset" means, with respect to the Borrower and its
Subsidiaries, any asset that should, in accordance with GAAP, be classified and
accounted for as a capital asset on a Consolidated balance sheet of the Borrower
and its Subsidiaries.

         "Capital Expenditures" means with respect to the Borrower and its
Restricted Subsidiaries for any period, the aggregate cost of all Capital Assets
acquired by the Borrower and its Restricted Subsidiaries during such period, as
determined in accordance with GAAP.

         "Capital Lease" means any lease of any property by the Borrower or any
of its Restricted Subsidiaries, as lessee, that should, in accordance with GAAP,
be classified and accounted for as a capital lease on a Consolidated balance
sheet of the Borrower and its Subsidiaries.

         "Change in Control" has the meaning assigned thereto in Section
12.1(h).

         "Closing Date" means the date of this Agreement or such later Business
Day upon which each condition described in Section 6.2 shall be satisfied or
waived in all respects in a manner acceptable to the Agents, in their sole
discretion.

         "Code" means the Internal Revenue Code of 1986, and the rules and
regulations thereunder, each as amended or modified from time to time.

         "Collateral" means the collateral security for the Obligations pledged
or granted pursuant to the Security Documents.

         "Collateral Agreement" means the collateral agreement of even date
executed by the Borrower and each Restricted Domestic Subsidiary in favor of the
Administrative Agent for the ratable benefit of itself and the Lenders,
substantially in the form of Exhibit I, as amended, restated, supplemented or
otherwise modified from time to time.

         "Collateral Assignment" means the collateral assignment agreement of
even date herewith executed by the Borrower or any of its Restricted
Subsidiaries, as applicable, substantially in the form of Exhibit K, in favor of
the Administrative Agent for the ratable benefit of itself and the Lenders, as
further amended, restated or supplemented from time to time

         "Commitment" means, as to any Lender, the sum of such Lender's
Revolving Credit Commitment and Term Loan Commitment as set forth in the
Register, as the same may be reduced or modified at any time or from time to
time pursuant to the terms hereof.

         "Commitment Fee Rate" has the meaning assigned thereto in Section
5.3(a).

         "Commitment Percentage" means, as to any Lender at any time, the ratio
of (a) the amount of the Commitment of such Lender to (b) the Aggregate
Commitment.


                                       3
<PAGE>

         "Consolidated" means, when used with reference to financial statements
or financial statement items of the Borrower and its Subsidiaries, such
statements or items on a consolidated basis in accordance with applicable
principles of consolidation under GAAP.

         "Credit Facility" means, collectively, the Revolving Credit Facility,
the Term Loan Facility, the Swingline Facility and the L/C Facility.

         "Debt" means, with respect to the Borrower and its Subsidiaries at any
date and without duplication, the sum of the following calculated in accordance
with GAAP: (a) all liabilities, obligations and indebtedness for borrowed money
including, but not limited to, obligations evidenced by bonds, debentures, notes
or other similar instruments of any such Person, (b) all obligations to pay the
deferred purchase price of property or services of any such Person (including,
without limitation, all obligations under non-competition agreements, except for
non-competition agreements in existence as of the Closing Date with Persons who
are employees of the Borrower or its Subsidiaries), except trade payables
arising in the ordinary course of business not more than ninety (90) days past
due or payable on such later date as is customary in the trade, (c) all
obligations of any such Person as lessee under Capital Leases, (d) all Debt of
any other Person secured by a Lien on any asset of the Borrower and its
Restricted Subsidiaries, (e) all Guaranty Obligations of any such Person, (f)
all obligations, contingent or otherwise, of any such Person relative to the
face amount of letters of credit, whether or not drawn, including, without
limitation, any Reimbursement Obligation, and banker's acceptances issued for
the account of any such Person, (g) all obligations of any such Person to
redeem, repurchase, exchange, defease or otherwise make payments in respect of
capital stock or other securities or partnership interests of such Person, (h)
all net payment obligations incurred by any such Person pursuant to Hedging
Agreements (which shall be deemed to be the Termination Value thereof as of the
date of calculation), to the extent such net payment obligations exceed
$1,000,000 on the date of determination, except for any net payment obligations
owing by Australasian Correctional Investment, PTY Ltd. (provided that such
obligations are non-recourse to the Borrower and its Restricted Subsidiaries),
(i) all outstanding payment obligations with respect to Synthetic Leases and (j)
the outstanding attributed principal amount under any asset securitization
program.

         "Default" means any of the events specified in Section 12.1 which with
the passage of time, the giving of notice or any other condition, would
constitute an Event of Default.

         "Designated Assets" means the collective reference to (a) the assets of
Wells Fargo Bank, Northwest, National Association previously leased to Borrower
and its Subsidiaries through the TROL and set forth on Schedule 1.1(a) and (b)
the Borrower's indirect ownership interest in Premier Custodial Group Limited.

         "Disputes" shall have the meaning set forth in Section 14.6.

         "Dollars" or "$" means, unless otherwise qualified, dollars in lawful
currency of the United States.

         "Domestic Subsidiary" means any Subsidiary that is organized under the
laws of any political subdivision of the United States.


                                       4
<PAGE>

         "EBITDA" means, for any period, the sum of the following determined on
a Consolidated basis, without duplication, for the Borrower and its Restricted
Subsidiaries in accordance with GAAP: (a) Net Income for such period plus (b)
the sum of the following to the extent deducted in determining Net Income: (i)
income and franchise taxes, (ii) Interest Expense, (iii) amortization,
depreciation and other non-cash charges (including insurance reserves), (iv)
historical lease payments made pursuant to the terms of the TROL (only for
purposes of calculating EBITDA for periods prior to the Closing Date), and (v)
extraordinary losses less (c) interest income and any extraordinary gains;
provided that, for purpose of calculating EBITDA, any start-up costs incurred in
connection with new facilities may, to the extent deducted in determining Net
Income, be amortized equally over a four (4) fiscal quarter period (consisting
of the fiscal quarter in which such costs were incurred and expensed and the
next three (3) succeeding fiscal quarters).

         "Eligible Assignee" means, with respect to any assignment of the
rights, interest and obligations of a Lender hereunder, a Person that is at the
time of such assignment (a) a commercial bank organized under the laws of the
United States or any state thereof, having combined capital and surplus in
excess of $500,000,000, (b) a commercial bank organized under the laws of any
other country that is a member of the Organization of Economic Cooperation and
Development, or a political subdivision of any such country, having combined
capital and surplus in excess of $500,000,000, (c) a finance company, insurance
company or other financial institution which in the ordinary course of business
extends credit of the type extended hereunder and that has total assets in
excess of $1,000,000,000, (d) already a Lender hereunder (whether as an original
party to this Agreement or as the assignee of another Lender), (e) the successor
(whether by transfer of assets, merger or otherwise) to all or substantially all
of the commercial lending business of the assigning Lender, (f) any Affiliate of
an assigning Lender or (g) any Approved Fund or (h) any other Person that has
been approved in writing as an Eligible Assignee by the Borrower (other than
upon the occurrence and during the continuance of any Default or Event of
Default) and the Administrative Agent.

         "Employee Benefit Plan" means any employee benefit plan within the
meaning of Section 3(3) of ERISA which (a) is maintained for employees of the
Borrower or any ERISA Affiliate or (b) has at any time within the preceding six
(6) years been maintained for the employees of the Borrower or any current or
former ERISA Affiliate.

         "Environmental Claims" means any and all administrative, regulatory or
judicial actions, suits, demands, demand letters, claims, liens, accusations,
allegations, notices of noncompliance or violation, investigations (other than
internal reports prepared by any Person in the ordinary course of business and
not in response to any third party action or request of any kind) or proceedings
relating in any way to any actual or alleged violation of or liability under any
Environmental Law or relating to any permit issued, or any approval given, under
any such Environmental Law, including, without limitation, any and all claims by
Governmental Authorities for enforcement, cleanup, removal, response, remedial
or other actions or damages, contribution, indemnification cost recovery,
compensation or injunctive relief resulting from Hazardous Materials or arising
from alleged injury or threat of injury to human health or the environment.


                                       5
<PAGE>

         "Environmental Laws" means any and all federal, foreign, state,
provincial and local laws, statutes, ordinances, rules, regulations, permits,
licenses, approvals, and orders of courts or Governmental Authorities, relating
to the protection of human health or the environment, including, but not limited
to, requirements pertaining to the manufacture, processing, distribution, use,
treatment, storage, disposal, transportation, handling, reporting, licensing,
permitting, investigation or remediation of Hazardous Materials.

         "ERISA" means the Employee Retirement Income Security Act of 1974, and
the rules and regulations thereunder, each as amended or modified from time to
time.

         "ERISA Affiliate" means any Person who together with the Borrower is
treated as a single employer within the meaning of Section 414(b), (c), (m) or
(o) of the Code or Section 4001(b) of ERISA.

         "Eurodollar Reserve Percentage" means, for any day, the percentage
(expressed as a decimal and rounded upwards, if necessary, to the next higher
1/100th of 1%) which is in effect for such day as prescribed by the Federal
Reserve Board (or any successor) for determining the maximum reserve requirement
(including, without limitation, any basic, supplemental or emergency reserves)
in respect of eurocurrency liabilities or any similar category of liabilities
for a member bank of the Federal Reserve System in New York City.

         "Event of Default" means any of the events specified in Section 12.1,
provided that any requirement for passage of time, giving of notice, or any
other condition, has been satisfied.

         "Excess Cash Flow" means, for any period, the sum of the following
determined on a Consolidated basis, without duplication, for the Borrower and
its Restricted Subsidiaries in accordance with GAAP: (a) EBITDA minus (b)
Interest Expense paid in cash minus (c) cash taxes, plus or minus (d) any
increases or decreases in working capital minus (e) Capital Expenditures, minus
(f) all scheduled amortization payments and optional prepayments with respect to
the Term Loan Facility.

         "Excess Proceeds" shall have the meaning assigned thereto in Section
2.6(b).

         "Existing Facility" means that certain Amended and Restated Credit
Agreement dated as of December 3, 1999 among Borrower, the lenders party
thereto, and NationsBank, National Association, as Agent.

         "Existing Letters of Credit" means those letters of credit described on
Schedule 1.1(b).

         "Extensions of Credit" means, as to any Lender at any time, (a) an
amount equal to the sum of (i) the aggregate principal amount of all Revolving
Credit Loans made by such Lender then outstanding, (ii) such Lender's Revolving
Credit Commitment Percentage of the L/C Obligations then outstanding, (iii) such
Lender's Revolving Credit Commitment Percentage of the Swingline Loans then
outstanding and (iv) the aggregate principal amount of all Term Loans


                                       6
<PAGE>

made by such Lender then outstanding, or (b) the making of any Loan or
participation in any Letter of Credit by such Lender, as the context requires.

         "FDIC" means the Federal Deposit Insurance Corporation, or any
successor thereto.

         "Federal Funds Rate" means, the rate per annum (rounded upwards, if
necessary, to the next higher 1/100th of 1%) representing the daily effective
federal funds rate as quoted by the Administrative Agent and confirmed in
Federal Reserve Board Statistical Release H.15 (519) or any successor or
substitute publication selected by the Administrative Agent. If, for any reason,
such rate is not available, then "Federal Funds Rate" shall mean a daily rate
which is determined, in the reasonable opinion of the Administrative Agent, to
be the rate at which federal funds are being offered for sale in the national
federal funds market at 9:00 a.m. (Charlotte time). Rates for weekends or
holidays shall be the same as the rate for the most immediately preceding
Business Day.

         "Fiscal Year" means the fiscal year of the Borrower and its
Subsidiaries ending on the last Sunday closest to calendar year end.

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

         "GAAP" means generally accepted accounting principles, as recognized by
the American Institute of Certified Public Accountants and the Financial
Accounting Standards Board, consistently applied and maintained on a consistent
basis for the Borrower and its Subsidiaries throughout the period indicated and
(subject to Section 14.9) consistent with the prior financial practice of the
Borrower and its Subsidiaries.

         "Government Contract" means a contract between the Borrower or any
Restricted Subsidiary and an agency, department or instrumentality of the United
States or any state, municipal or local Governmental Authority located in the
United States or all obligations of any such Governmental Authority arising
under any Account (as defined in the UCC) now or hereafter owing by any
Governmental Authority, as account debtor, to the Borrower or any Restricted
Subsidiary.

         "Governmental Approvals" means all authorizations, consents, approvals,
licenses and exemptions of, registrations and filings with, and reports to, all
Governmental Authorities.

         "Governmental Authority" means any nation, province, state or political
subdivision thereof, and any government or any Person exercising executive,
legislative, regulatory or administrative functions of or pertaining to
government, and any corporation or other entity owned or controlled, through
stock or capital ownership or otherwise, by any of the foregoing.

         "Guarantors" means the Restricted Domestic Subsidiaries and any other
Person which, after the Closing Date, becomes a party to the Guaranty Agreement
by executing and delivering a Joinder Agreement.


                                       7
<PAGE>

         "Guaranty Agreement" means the unconditional guaranty agreement of even
date executed by the Guarantors in favor of the Administrative Agent for the
ratable benefit of itself and the Lenders, substantially in the form of Exhibit
H, as amended, restated, supplemented or otherwise modified from time to time.

         "Guaranty Obligation" means, with respect to the Borrower and its
Subsidiaries, without duplication, any obligation, contingent or otherwise, of
any such Person pursuant to which such Person has directly or indirectly
guaranteed any Debt or other financial obligation of any other Person and,
without limiting the generality of the foregoing, any obligation, direct or
indirect, contingent or otherwise, of any such Person (a) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Debt or other
obligation (whether arising by virtue of partnership arrangements, by agreement
to keep well, to purchase assets, goods, securities or services, to take-or-pay,
or to maintain financial statement condition or otherwise) or (b) entered into
for the purpose of assuring in any other manner the obligee of such Debt or
other obligation of the payment thereof or to protect such obligee against loss
in respect thereof (in whole or in part); provided, that the term Guaranty
Obligation shall not include endorsements for collection or deposit in the
ordinary course of business.

         "Hazardous Materials" means any substances or materials (a) which are
or become defined as hazardous wastes, hazardous substances, pollutants,
contaminants, chemical substances or mixtures or toxic substances under any
Environmental Law, (b) which are toxic, explosive, corrosive, flammable,
infectious, radioactive, carcinogenic, mutagenic or otherwise harmful to human
health or the environment and are or become regulated by any Governmental
Authority, (c) the presence of which require investigation or remediation under
any Environmental Law or common law, (d) the discharge or emission or release of
which requires a permit or license under any Environmental Law or other
Governmental Approval, (e) which are deemed to constitute a nuisance or a
trespass which pose a health or safety hazard to Persons or neighboring
properties, (f) which consist of underground or aboveground storage tanks,
whether empty, filled or partially filled with any substance, or (g) which
contain, without limitation, asbestos, polychlorinated biphenyls, urea
formaldehyde foam insulation, petroleum hydrocarbons, petroleum derived
substances or waste, crude oil, nuclear fuel, natural gas or synthetic gas.

         "Hedging Agreement" means any agreement with respect to any Interest
Rate Contract, forward rate agreement, commodity swap, forward foreign exchange
agreement, currency swap agreement, cross-currency rate swap agreement, currency
option agreement or other agreement or arrangement designed to alter the risks
of any Person arising from fluctuations in interest rates, currency values or
commodity prices, all as amended, restated, supplemented or otherwise modified
from time to time.

         "Hedging Obligations" has the meaning assigned thereto in the
definition of "Obligations".

         "Insurance and Condemnation Proceeds" has the meaning assigned thereto
in Section 4.4(b)(iv).


                                       8
<PAGE>

         "Interest Expense" means, with respect to the Borrower and its
Restricted Subsidiaries (other than with respect to the non-recourse Debt of
Australasian Correctional Investment, PTY Ltd.) for any period, the gross
interest expense (including, without limitation, interest expense attributable
to Capital Leases, Synthetic Leases and all net payment obligations pursuant to
Hedging Agreements), all determined for such period on a Consolidated basis,
without duplication, in accordance with GAAP.

         "Interest Period" has the meaning assigned thereto in Section 5.1(b).

         "Interest Rate Contract" means any interest rate swap agreement,
interest rate cap agreement, interest rate floor agreement, interest rate collar
agreement, interest rate option or any other agreement regarding the hedging of
interest rate risk exposure executed in connection with hedging the interest
rate exposure of any Person and any confirming letter executed pursuant to such
agreement, all as amended, restated, supplemented or otherwise modified from
time to time.

         "ISP98" means the International Standby Practices (1998 Revision,
effective January 1, 1999), International Chamber of Commerce Publication No.
590.

         "Issuing Lender" means either Wachovia or BNP Paribas, in their
respective capacities as issuer of any Letter of Credit, or any successor
thereto and "Issuing Lenders" means the collective reference to Wachovia and BNP
Paribas in their capacities as issuers of the Letters of Credit.

         "Joinder Agreement" means collectively, each joinder agreement executed
in favor of the Administrative Agent for the ratable benefit of itself and the
Lenders, substantially in the form of Exhibit J.

         "L/C Commitment" means the lesser of (a) Thirty Million Dollars
($30,000,000) and (b) the Revolving Credit Commitment.

         "L/C Facility" means the letter of credit facility established pursuant
to Article III.

         "L/C Obligations" means at any time, an amount equal to the sum of (a)
the aggregate undrawn and unexpired amount of the then outstanding Letters of
Credit and (b) the aggregate amount of drawings under Letters of Credit which
have not then been reimbursed pursuant to Section 3.5.

         "L/C Participants" means the collective reference to all the Lenders
with Revolving Credit Commitments other than the Issuing Lenders.

         "Lender" means each Person executing this Agreement as a Lender
(including, without limitation, each Issuing Lender and the Swingline Lender
unless the context otherwise requires) set forth on the signature pages hereto
and each Person that hereafter becomes a party to this Agreement as a Lender
pursuant to Section 14.10.


                                       9
<PAGE>

         "Lending Office" means, with respect to any Lender, the office of such
Lender maintaining such Lender's Revolving Credit Commitment Percentage or Term
Loan Percentage, as applicable, of the Extensions of Credit.

         "Letters of Credit" shall have the meaning assigned thereto in Section
3.1.

         "Leverage Ratio" shall have the meaning assigned thereto in Section
10.1.

         "LIBOR" means the rate of interest per annum determined on the basis of
the rate for deposits in Dollars in an amount equal to the amount of the Loan
requested by the Borrower for a period equal to the applicable Interest Period
which appears on the Dow Jones Market Screen 3750 at approximately 11:00 a.m.
(London time) two (2) Business Days prior to the first day of the applicable
Interest Period (rounded upward, if necessary, to the nearest 1/100th of 1%).
If, for any reason, such rate does not appear on Dow Jones Market Screen 3750,
then "LIBOR" shall be determined by the Administrative Agent to be the
arithmetic average of the rate per annum at which deposits in Dollars in an
amount equal to the amount of the Loan requested by the Borrower would be
offered by first class banks in the London interbank market to the
Administrative Agent at approximately 11:00 a.m. (London time) two (2) Business
Days prior to the first day of the applicable Interest Period for a period equal
to such Interest Period. Each calculation by the Administrative Agent of LIBOR
shall be conclusive and binding for all purposes, absent manifest error.
Notwithstanding the foregoing to contrary, solely for purposes of determining
LIBOR for Term Loans during the period of eighteen (18) months following the
Closing Date, at any time LIBOR as determined pursuant to this definition is
less than 2.00%, LIBOR shall be deemed to be equal to 2.00%.

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

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

         "LIBOR Rate Loan" means any Loan bearing interest at a rate based upon
the LIBOR Rate as provided in Section 5.1(a).

         "Lien" means, with respect to any asset, any mortgage, leasehold
mortgage, lien, pledge, charge, security interest, hypothecation or encumbrance
of any kind in respect of such asset. For the purposes of this Agreement, a
Person shall be deemed to own subject to a Lien any asset which it has acquired
or holds subject to the interest of a vendor or lessor under any conditional
sale agreement, Capital Lease or other title retention agreement relating to
such asset.

         "Loan Documents" means, collectively, this Agreement, the Notes, the
Applications, the Security Documents, each Joinder Agreement and each other
document, instrument, certificate and agreement executed and delivered by the
Borrower or any Subsidiary thereof in connection with this Agreement (excluding
any Hedging Agreement), all as may be amended, restated, supplemented or
otherwise modified from time to time.


                                       10
<PAGE>

         "Loans" means the collective reference to the Revolving Credit Loans,
the Term Loans and the Swingline Loans and "Loan" means any of such Loans.

         "Material Adverse Effect" means, with respect to the Borrower or any of
its Restricted Subsidiaries, a material adverse effect on the properties,
business, operations or condition (financial or otherwise) of any such Person or
the ability of any such Person to perform its obligations under any Loan
Document in each case to which it is a party.

         "Material Contract" means (a) any Material Government Contract or (b)
any other contract or agreement, written or oral, of the Borrower or any of its
Restricted Subsidiaries the failure to comply with which could reasonably be
expected to have a Material Adverse Effect.

         "Material Government Contract" means any Government Contract which
produces revenues to the Borrower or any Restricted Subsidiary in an amount in
excess of $3,000,000 per annum.

         "Mortgages" means the collective reference to each deed of trust,
mortgage or other real property security document, encumbering all real property
now or hereafter owned by the Borrower or any Restricted Subsidiary, in each
case, in form and substance reasonably satisfactory to the Administrative Agent
and executed by the Borrower or any Restricted Subsidiary thereof in favor of
the Administrative Agent, for the ratable benefit of itself and the Lenders, as
any such document may be amended, restated, supplemented or otherwise modified
from time to time.

         "Multiemployer Plan" means a "multiemployer plan" as defined in Section
4001(a)(3) of ERISA to which the Borrower or any ERISA Affiliate is making, or
is accruing an obligation to make, or has accrued an obligation to make
contributions within the preceding six (6) years.

         "Net Cash Proceeds" means, as applicable, (a) with respect to any sale
or other disposition of assets, the gross cash proceeds received by the Borrower
or any of its Restricted Subsidiaries from such sale less the sum of (i) all
income taxes and other taxes assessed by a Governmental Authority as a result of
such sale and any other fees and expenses (including legal brokerage and
accounting fees and expenses) incurred in connection therewith and (ii) the
principal amount of, premium, if any, and interest on any Debt secured by a Lien
on the asset (or a portion thereof) sold, which Debt is required to be repaid in
connection with such sale, (b) with respect to any offering of equity securities
or issuance of Debt, the gross cash proceeds received by the Borrower or any of
its Restricted Subsidiaries therefrom less all legal, underwriting and other
fees and expenses incurred in connection therewith and (c) with respect to any
payment under an insurance policy or in connection with a condemnation
proceeding, the amount of cash proceeds received by the Borrower or its
Restricted Subsidiaries from an insurance company or Governmental Authority, as
applicable, net of all expenses of collection.

         "Net Income" means, with respect to the Borrower and its Restricted
Subsidiaries, for any period of determination, the net income (or loss) for such
period, determined on a Consolidated basis in accordance with GAAP; provided
that there shall be excluded from Net Income (a) the net income (or loss) of any
Person (other than a Subsidiary which shall be subject


                                       11
<PAGE>

to clause (c) below), in which the Borrower or any of its Restricted
Subsidiaries has a joint interest with a third party, except to the extent such
net income is actually paid to the Borrower or any of its Restricted
Subsidiaries by dividend or other distribution during such period (in an amount
not to exceed the Borrower's or such Restricted Subsidiary's share of the equity
income from such Person), (b) the net income (or loss) of any Person accrued
prior to the date it becomes a Subsidiary of such Person or is merged into or
consolidated with such Person or any of its Restricted Subsidiaries or that
Person's assets are acquired by such Person or any of its Restricted
Subsidiaries except to the extent included pursuant to the foregoing clause (a),
(c) the net income (if positive) of (i) any Restricted Subsidiary and (ii) any
Unrestricted Subsidiary, to the extent such net income is actually paid to the
Borrower or any of its Restricted Subsidiaries by dividend or other distribution
during such period (in an amount not to exceed the Borrowers or any Subsidiary's
share of the net income from such Unrestricted Subsidiary), in each case, to the
extent that the declaration or payment of dividends or similar distributions by
such Subsidiary to the Borrower or any of its Subsidiaries of such net income
(i) is not at the time permitted by operation of the terms of its charter or any
agreement, instrument, judgment, decree, order, statute rule or governmental
regulation applicable to such Subsidiary or (ii) would be subject to any taxes
payable on such dividends or distributions, but only to the extent of the taxes
actually paid on such dividends or distributions.

         "Net Worth" means the shareholders' equity (including preferred stock)
of the Borrower and its Restricted Subsidiaries determined on a Consolidated
basis in accordance with GAAP.

         "Notes" means the collective reference to the Revolving Credit Notes,
the Term Notes and the Swingline Note, and "Note" means any of such Notes.

         "Notice of Account Designation" shall have the meaning assigned thereto
in Section 2.3(b).

         "Notice of Borrowing" shall have the meaning assigned thereto in
Section 2.3(a).

         "Notice of Conversion/Continuation" shall have the meaning assigned
thereto in Section 5.2.

         "Notice of Prepayment" shall have the meaning assigned thereto in
Section 2.4(c).

         "Obligations" means, in each case, whether now in existence or
hereafter arising: (a) the principal of and interest on (including interest
accruing after the filing of any bankruptcy or similar petition) the Loans, (b)
the L/C Obligations, (c) all existing or future payment and other obligations
owing by the Borrower under any Hedging Agreement (which such Hedging Agreement
is permitted hereunder) with any Person that is a Lender hereunder at the time
such Hedging Agreement is executed (all such obligations with respect to any
such Hedging Agreement, "Hedging Obligations") and (d) all other fees and
commissions (including reasonable attorneys' fees), charges, indebtedness,
loans, liabilities, financial accommodations, obligations, covenants and duties
owing by the Borrower or any of its Subsidiaries to the Lenders or the
Administrative Agent, in each case under or in respect of this Agreement, any
Note, any Letter of Credit or any of the other Loan Documents of every kind,
nature and description, direct


                                       12
<PAGE>

or indirect, absolute or contingent, due or to become due, contractual or
tortious, liquidated or unliquidated, and whether or not evidenced by any note.

         "Officer's Compliance Certificate" shall have the meaning assigned
thereto in Section 8.2.

         "Operating Lease" shall mean, as to any Person as determined in
accordance with GAAP, any lease of property (whether real, personal or mixed) by
such Person as lessee which is not a Capital Lease.

         "Other Taxes" shall have the meaning assigned thereto in Section
5.11(b).

         "Parent Shares" means the shares of capital stock of the Borrower
currently held by Group 4 Falck A/S or an entity owned or controlled by Group 4
Falck A/S.

         "PBGC" means the Pension Benefit Guaranty Corporation or any successor
agency.

         "Pension Plan" means any Employee Benefit Plan, other than a
Multiemployer Plan, which is subject to the provisions of Title IV of ERISA or
Section 412 of the Code and which (a) is maintained for the employees of the
Borrower or any ERISA Affiliates or (b) has at any time within the preceding six
(6) years been maintained for the employees of the Borrower or any of its
current or former ERISA Affiliates.

         "Person" means an individual, corporation, limited liability company,
partnership, association, trust, business trust, joint venture, joint stock
company, pool, syndicate, sole proprietorship, unincorporated organization,
Governmental Authority or any other form of entity or group thereof.

         "PIK Preferred Stock" shall mean preferred stock or other junior
securities of the Borrower that (a) require dividends or interest to be
"paid-in-kind" by the issuance of like preferred stock or other junior
securities and do not require cash dividends or interest to be paid, in each
case, issued on terms and conditions acceptable to the Agents and (b) are not
convertible or exchangeable into Debt or required to be redeemed or repurchased
before the Term Loan Maturity Date.

         "Prime Rate" means, at any time, the rate of interest per annum
publicly announced from time to time by Wachovia as its prime rate. Each change
in the Prime Rate shall be effective as of the opening of business on the day
such change in such prime rate occurs. The parties hereto acknowledge that the
rate announced publicly by Wachovia as its prime rate is an index or base rate
and shall not necessarily be its lowest or best rate charged to its customers or
other banks.

         "Purchasing Lender" shall have the meaning assigned thereto in Section
14.10(b).

         "Register" shall have the meaning assigned thereto in Section 14.10(d).


                                       13
<PAGE>

         "Reimbursement Obligation" means the obligation of the Borrower to
reimburse the applicable Issuing Lender pursuant to Section 3.5 for amounts
drawn under Letters of Credit.

         "Release Transaction" means an asset sale in which the Borrower
disposes of Designated Assets; provided that such Designated Assets are sold at
or above 95% of the book value of such assets.

         "Rental Expense" means, with respect to the Borrower and its Restricted
Subsidiaries for any period, all rent expense paid in cash with respect to
long-term real property leases during such period, determined on a Consolidated
basis in accordance with GAAP.

         "Required Lenders" means, at any date, any combination of Lenders whose
Commitment Percentages aggregate more than fifty percent (50%) of the Aggregate
Commitment or, if the Credit Facility has been terminated pursuant to Section
12.2, any combination of Lenders holding more than fifty percent (50%) of the
aggregate Extensions of Credit.

         "Responsible Officer" means any of the following: the chief executive
officer or chief financial officer of the Borrower or any other officer of the
Borrower designated by the chief executive officer or the chief financial
officer and reasonably acceptable to the Agents.

         "Restricted Payments" means (a) any direct or indirect distribution,
dividend or other payment to any Person (other than to the Borrower or any of
its Restricted Subsidiaries) on account of any capital stock or other ownership
interests of the Borrower or any of its Subsidiaries (other than dividends
payable solely in capital stock or other ownership interests of such Person and
splits thereof), (b) the purchase, redemption, retirement or other acquisition,
whether direct or indirect, of any shares of the Borrower's or its Restricted
Subsidiaries' capital stock or other ownership interests, (c) any distribution
of cash, property or assets among the holders of shares of the Borrower's or any
of its Restricted Subsidiaries' capital stock or other ownership interests, (d)
any cash interest payments with respect to Subordinated Debt, or (e) any change
in the Borrower's or any Restricted Subsidiary's capital structure (except for
any exchanges by the Borrower of common stock for PIK Preferred Stock with any
of its existing stockholders; provided no Default or Event of Default is
continuing or would result from such exchange).

         "Restricted Domestic Subsidiary" means any Domestic Subsidiary of the
Borrower that is not an Unrestricted Subsidiary.

         "Restricted Subsidiary" means any Subsidiary of the Borrower that is
not an Unrestricted Subsidiary.

         "Revolving Credit Commitment" means (a) as to any Lender, the
obligation of such Lender to make Revolving Credit Loans to the account of the
Borrower hereunder in an aggregate principal amount at any time outstanding not
to exceed the amount set forth in the Register as such amount may be reduced or
modified at any time or from time to time pursuant to the terms hereof and (b)
as to all Lenders, the aggregate commitment of all Lenders to make Revolving
Credit Loans, as such amount may be reduced at any time or from time to time


                                       14
<PAGE>

pursuant to the terms hereof. The Revolving Credit Commitment of all Lenders on
the Closing Date shall be $50,000,000.

         "Revolving Credit Commitment Percentage" means, as to any Lender at any
time, the ratio of (a) the amount of the Revolving Credit Commitment of such
Lender to (b) the Revolving Credit Commitments of all Lenders.

         "Revolving Credit Facility" means the revolving credit facility
established pursuant to Article II.

         "Revolving Credit Loan" means any revolving loan made to the Borrower
pursuant to Section 2.1, and all such revolving loans collectively as the
context requires.

         "Revolving Credit Maturity Date" means the earliest of the dates
referred to in Section 2.7.

         "Revolving Credit Notes" means the collective reference to the
Revolving Credit Notes made by the Borrower payable to the order of each Lender
holding a Revolving Credit Commitment, substantially in the form of Exhibit A-1
hereto, evidencing the Revolving Credit Facility, and any amendments,
supplements and modifications thereto, any substitutes therefor, and any
replacements, restatements, renewals or extension thereof, in whole or in part.

         "Security Documents" means the collective reference to the Guaranty
Agreement, the Collateral Agreement, the Mortgages, the Collateral Assignment
and each other agreement or writing pursuant to which the Borrower or any
Restricted Subsidiary thereof purports to pledge or grant a security interest in
any property or assets securing the Obligations or any such Person purports to
guaranty the payment and/or performance of the Obligations, in each case, as
amended, restated, supplemented or otherwise modified from time to time.

         "Solvent" means, as to the Borrower and its Restricted Subsidiaries on
a particular date, that any such Person (a) has capital sufficient to carry on
its business and transactions and all business and transactions in which it is
about to engage and is able to pay its debts as they mature, and (b) owns
property having a value, both at fair valuation and at present fair saleable
value, greater than the amount required to pay its probable liabilities
(including contingencies).

         "Subordinated Debt" means the collective reference to any Debt of the
Borrower or any Restricted Subsidiary subordinated in right and time of payment
to the Obligations and containing such other terms and conditions (including,
without limitation, subordination terms), in each case as are satisfactory to
the Required Lenders.

         "Subsidiary" means as to any Person, any corporation, partnership,
limited liability company or other entity of which more than fifty percent (50%)
of the outstanding capital stock or other ownership interests having ordinary
voting power to elect a majority of the board of directors or other managers of
such corporation, partnership, limited liability company or other entity is at
the time owned by or the management is otherwise controlled by such Person
(irrespective of whether, at the time, capital stock or other ownership
interests of any other class


                                       15
<PAGE>

or classes of such corporation, partnership, limited liability company or other
entity shall have or might have voting power by reason of the happening of any
contingency). Unless otherwise qualified references to "Subsidiary" or
"Subsidiaries" herein shall refer to those of the Borrower.

         "Survey Affidavit" shall have the meaning assigned thereto in Section
6.2(c).

         "Swingline Commitment" means the lesser of (a) Five Million Dollars
($5,000,000) and (b) the Revolving Credit Commitment.

         "Swingline Facility" means the swingline facility established pursuant
to Section 2.2.

         "Swingline Lender" means Wachovia in its capacity as swingline lender
hereunder.

         "Swingline Loan" means any swingline loan made by the Swingline Lender
to the Borrower pursuant to Section 2.2, and all such swingline loans
collectively as the context requires.

         "Swingline Note" means the Swingline Note made by the Borrower payable
to the order of the Swingline Lender, substantially in the form of Exhibit A-2
hereto, evidencing the Swingline Loans, and any amendments, supplements and
modifications thereto, any substitutes therefor, and any replacements,
restatements, renewals or extensions thereof, in whole or in part.

         "Swingline Termination Date" means the first to occur of (a) the
resignation of Wachovia as Administrative Agent in accordance with Section 13.9
or (b) the Revolving Credit Maturity Date.

         "Syndication Agent" means BNP Paribas in its capacity as syndication
agent hereunder.

         "Synthetic Lease" means any synthetic lease, tax retention operating
lease, off-balance sheet loan 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 in accordance with GAAP.

         "Taxes" shall have the meaning assigned thereto in Section 5.11(a).

         "Term Loan Commitment" means (a) as to any Lender, the obligation of
such Lender to make the Term Loans to the account of the Borrower hereunder in
an aggregate principal amount not to exceed the amount set forth in the
Register, as such amount may be reduced or otherwise modified at any time or
from time to time pursuant to the terms hereof and (b) as to all Lenders, the
aggregate commitment to make Term Loans. The Term Loan Commitment of all Lenders
as of the Closing Date shall be $125,000,000.

         "Term Loan Facility" shall mean the term loan facility established
pursuant to Article IV.


                                       16
<PAGE>

         "Term Loan Maturity Date" means the first to occur of (a) December 12,
2008, or (b) the date of termination by the Administrative Agent on behalf of
the Lenders pursuant to Section 12.2(a).

         "Term Loan Percentage" means, as to any Lender, the ratio of (a) the
outstanding principal balance of the Term Loan of such Lender to (b) the
aggregate outstanding principal balance of the Term Loans of all Lenders.

         "Term Loans" shall mean the term loans to be made to the Borrower by
the Lenders pursuant to Section 4.1.

         "Term Notes" means the collective reference to the Term Notes made by
the Borrower payable to the order of each Lender holding a Term Loan Commitment,
substantially in the form of Exhibit A-3 hereto, evidencing the Term Loan
Facility, and any amendments, modifications and supplements thereto, any
substitute therefor, and any replacement, restatements, renewals or extensions
thereof, in whole or in part.

         "Termination Event" means except for any such event or condition that
could not reasonably be expected to have a Material Adverse Effect: (a) a
"Reportable Event" described in Section 4043 of ERISA for which the notice
requirement has not been waived by the PBGC, or (b) the withdrawal of the
Borrower or any ERISA Affiliate from a Pension Plan during a plan year in which
it was a "substantial employer" as defined in Section 4001(a)(2) of ERISA, or
(c) the termination of a Pension Plan, the filing of a notice of intent to
terminate a Pension Plan or the treatment of a Pension Plan amendment as a
termination, under Section 4041 of ERISA, if the plan assets are not sufficient
to pay all plan liabilities, or (d) the institution of proceedings to terminate,
or the appointment of a trustee with respect to, any Pension Plan by the PBGC,
or (e) any other event or condition which would constitute grounds under Section
4042(a) of ERISA for the termination of, or the appointment of a trustee to
administer, any Pension Plan, or (f) the imposition of a Lien pursuant to
Section 412 of the Code or Section 302 of ERISA, or (g) the partial or complete
withdrawal of the Borrower of any ERISA Affiliate from a Multiemployer Plan if
withdrawal liability is asserted by such plan, or (h) any event or condition
which results in the reorganization or insolvency of a Multiemployer Plan under
Sections 4241 or 4245 of ERISA, or (i) any event or condition which results in
the termination of a Multiemployer Plan under Section 4041A of ERISA or the
institution by PBGC of proceedings to terminate a Multiemployer Plan under
Section 4042 of ERISA.

         "Termination Value" means, in respect of any one or more Hedging
Agreements, after taking into account the effect of any legally enforceable
netting agreement relating to such Hedging Agreements, (a) for any date on or
after the date such Hedging Agreements have been closed out and termination
value(s) determined in accordance therewith, such termination value(s), and (b)
for any date prior to the date referenced in clause (a), the amount(s)
determined as the mark-to-market value(s) for such Hedging Agreements, as
determined based upon one or more mid-market or other readily available
quotations provided by any recognized dealer in such Hedging Agreements (which
may include a Lender or any Affiliate of a Lender).


                                       17
<PAGE>

         "TROL" means the synthetic lease vehicle established pursuant to the
Amended and Restated Lease Agreement dated as of June 19, 1997, between
Borrower, as lessee, and Wells Fargo Bank, Northwest, National Association, as
Owner Trustee, as the lessor.

         "UCC" means the Uniform Commercial Code as in effect in the State of
New York, as amended or modified from time to time.

         "Uniform Customs" means the Uniform Customs and Practice for
Documentary Credits (1993 Revision), effective January, 1994 International
Chamber of Commerce Publication No. 500.

         "United States" means the United States of America.

         "Unrestricted Subsidiary" means any Subsidiary of the Borrower listed
on Schedule 1.1(c) or which is designated as an Unrestricted Subsidiary after
the Closing Date pursuant to Section 9.11, provided that (a) such Unrestricted
Subsidiary's obligations are non-recourse to the Borrower and its Subsidiaries
and (b) such Unrestricted Subsidiary meets the requirements set forth in Section
9.11.

         "Wachovia" means Wachovia Bank, National Association, a national
banking association, and its successors.

         "Wholly-Owned" means, with respect to a Subsidiary, that all of the
shares of capital stock or other ownership interests of such Subsidiary are,
directly or indirectly, owned or controlled by the Borrower and/or one or more
of its Wholly-Owned Subsidiaries (except for directors' qualifying shares or
other shares required by Applicable Law to be owned by a Person other than the
Borrower).

         SECTION 1.2       General. Unless otherwise specified, a reference in
this Agreement to a particular article, section, subsection, Schedule or Exhibit
is a reference to that article, section, subsection, Schedule or Exhibit of this
Agreement. Wherever from the context it appears appropriate, each term stated in
either the singular or plural shall include the singular and plural, and
pronouns stated in the masculine, feminine or neuter gender shall include the
masculine, the feminine and the neuter. Any reference herein to "Charlotte time"
shall refer to the applicable time of day in Charlotte, North Carolina.

         SECTION 1.3       Other Definitions and Provisions.

         (a)      Use of Capitalized Terms. Unless otherwise defined therein,
all capitalized terms defined in this Agreement shall have the defined meanings
when used in this Agreement, the Notes and the other Loan Documents or any
certificate, report or other document made or delivered pursuant to this
Agreement.

         (b)      Miscellaneous. The words "hereof", "herein" and "hereunder"
and words of similar import when used in this Agreement shall refer to this
Agreement as a whole and not to any particular provision of this Agreement.


                                       18
<PAGE>

         (c)      Plural and Singular.  The meanings of defined terms are
equally applicable to the singular and plural forms of the defined terms.


                                   ARTICLE II

                            REVOLVING CREDIT FACILITY

         SECTION 2.1       Revolving Credit Loans. Subject to the terms and
conditions of this Agreement, and in reliance upon the representations and
warranties set forth herein, each Lender severally agrees to make Revolving
Credit Loans to the Borrower from time to time from the Closing Date through,
but not including, the Revolving Credit Maturity Date as requested by the
Borrower in accordance with the terms of Section 2.3; provided, that (a) the
aggregate principal amount of all outstanding Revolving Credit Loans (after
giving effect to any amount requested) shall not exceed the Revolving Credit
Commitment less the sum of all outstanding Swingline Loans and L/C Obligations
and (b) the principal amount of outstanding Revolving Credit Loans from any
Lender to the Borrower shall not at any time exceed such Lender's Revolving
Credit Commitment less such Lender's Revolving Credit Commitment Percentage of
outstanding L/C Obligations and outstanding Swingline Loans. Each Revolving
Credit Loan by a Lender shall be in a principal amount equal to such Lender's
Revolving Credit Commitment Percentage of the aggregate principal amount of
Revolving Credit Loans requested on such occasion. Subject to the terms and
conditions hereof, the Borrower may borrow, repay and reborrow Revolving Credit
Loans hereunder until the Revolving Credit Maturity Date.

         SECTION 2.2       Swingline Loans.

         (a)      Availability. Subject to the terms and conditions of this
Agreement, the Swingline Lender agrees to make Swingline Loans to the Borrower
from time to time from the Closing Date through, but not including, the
Swingline Termination Date; provided, that the aggregate principal amount of all
outstanding Swingline Loans (after giving effect to any amount requested), shall
not exceed the lesser of (i) the Revolving Credit Commitment less the sum of all
outstanding Revolving Credit Loans and the L/C Obligations and (ii) the
Swingline Commitment.

         (b)      Refunding.

                  (i)      Swingline Loans shall be refunded by the Lenders on
demand by the Swingline Lender. Such refundings shall be made by the Lenders in
accordance with their respective Revolving Credit Commitment Percentages and
shall thereafter be reflected as Revolving Credit Loans of the Lenders on the
books and records of the Administrative Agent. Each Lender shall fund its
respective Revolving Credit Commitment Percentage of Revolving Credit Loans as
required to repay Swingline Loans outstanding to the Swingline Lender upon
demand by the Swingline Lender but in no event later than 2:00 p.m. (Charlotte
time) on the next succeeding Business Day after such demand is made. No Lender's
obligation to fund its respective Revolving Credit Commitment Percentage of a
Swingline Loan shall be affected by


                                       19
<PAGE>

any other Lender's failure to fund its Revolving Credit Commitment Percentage of
a Swingline Loan, nor shall any Lender's Revolving Credit Commitment Percentage
be increased as a result of any such failure of any other Lender to fund its
Revolving Credit Commitment Percentage of a Swingline Loan.

                  (ii)     The Borrower shall pay to the Swingline Lender on
demand the amount of such Swingline Loans to the extent amounts received from
the Lenders are not sufficient to repay in full the outstanding Swingline Loans
requested or required to be refunded. In addition, the Borrower hereby
authorizes the Administrative Agent to charge any account maintained by the
Borrower with the Swingline Lender (up to the amount available therein) in order
to immediately pay the Swingline Lender the amount of such Swingline Loans to
the extent amounts received from the Lenders are not sufficient to repay in full
the outstanding Swingline Loans requested or required to be refunded. If any
portion of any such amount paid to the Swingline Lender shall be recovered by or
on behalf of the Borrower from the Swingline Lender in bankruptcy or otherwise,
the loss of the amount so recovered shall be ratably shared among all the
Lenders in accordance with their respective Revolving Credit Commitment
Percentages (unless the amounts so recovered by or on behalf of the Borrower
pertain to a Swingline Loan extended after the occurrence and during the
continuance of an Event of Default of which the Administrative Agent has
received notice in the manner required pursuant to Section 13.5 and which such
Event of Default has not been waived by the Required Lenders or the Lenders, as
applicable).

                  (iii)    Each Lender acknowledges and agrees that its
obligation to refund Swingline Loans in accordance with the terms of this
Section 2.2 is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including, without limitation, non-satisfaction of the
conditions set forth in Article VI. Further, each Lender agrees and acknowledges
that if prior to the refunding of any outstanding Swingline Loans pursuant to
this Section 2.2, one of the events described in Section 12.1(i) or (j) shall
have occurred, each Lender will, on the date the applicable Revolving Credit
Loan would have been made, purchase an undivided participating interest in the
Swingline Loan to be refunded in an amount equal to its Revolving Credit
Commitment Percentage of the aggregate amount of such Swingline Loan. Each
Lender will immediately transfer to the Swingline Lender, in immediately
available funds, the amount of its participation and upon receipt thereof the
Swingline Lender will deliver to such Lender a certificate evidencing such
participation dated the date of receipt of such funds and for such amount.
Whenever, at any time after the Swingline Lender has received from any Lender
such Lender's participating interest in a Swingline Loan, the Swingline Lender
receives any payment on account thereof, the Swingline Lender will distribute to
such Lender its participating interest in such amount (appropriately adjusted,
in the case of interest payments, to reflect the period of time during which
such Lender's participating interest was outstanding and funded).

         SECTION 2.3       Procedure for Advances of Revolving Credit Loans and
Swingline Loans.

         (a)      Requests for Borrowing. The Borrower shall give the
Administrative Agent irrevocable prior written notice substantially in the form
attached hereto as Exhibit B (a "Notice of Borrowing") not later than 1:00 p.m.
(Charlotte time) (i) on the same Business Day as each Base Rate Loan and each
Swingline Loan and (ii) at least three (3) Business Days before each


                                       20
<PAGE>

LIBOR Rate Loan, of its intention to borrow, specifying (A) the date of such
borrowing, which shall be a Business Day, (B) the amount of such borrowing,
which shall be, (x) with respect to Base Rate Loans (other than Swingline Loans)
in an aggregate principal amount of $1,000,000 or a whole multiple of $1,000,000
in excess thereof, (y) with respect to LIBOR Rate Loans in an aggregate minimum
principal amount of $2,500,000 and (z) with respect to Swingline Loans in an
aggregate principal amount of $100,000 or a whole multiple of $100,000 in excess
thereof, (C) whether such Loan is to be a Revolving Credit Loan or Swingline
Loan, (D) in the case of a Revolving Credit Loan whether the Loans are to be
LIBOR Rate Loans or Base Rate Loans, and (E) in the case of a LIBOR Rate Loan,
the duration of the Interest Period applicable thereto. A Notice of Borrowing
received after 1:00 p.m. (Charlotte time) shall be deemed received on the next
Business Day. The Administrative Agent shall promptly notify the Lenders of each
Notice of Borrowing.

         (b)      Disbursement of Revolving Credit and Swingline Loans. Not
later than 2:00 p.m. (Charlotte time) on the proposed borrowing date, (i) each
Lender will make available to the Administrative Agent, for the account of the
Borrower, at the office of the Administrative Agent in funds immediately
available to the Administrative Agent, such Lender's Revolving Credit Commitment
Percentage of the Revolving Credit Loans to be made on such borrowing date and
(ii) the Swingline Lender will make available to the Administrative Agent, for
the account of the Borrower, at the office of the Administrative Agent in funds
immediately available to the Administrative Agent, the Swingline Loans to be
made on such borrowing date. The Borrower hereby irrevocably authorizes the
Administrative Agent to disburse the proceeds of each borrowing requested
pursuant to this Section 2.3 in immediately available funds by crediting or
wiring such proceeds to the deposit account of the Borrower identified in the
most recent notice substantially in the form of Exhibit C hereto (a "Notice of
Account Designation") delivered by the Borrower to the Administrative Agent or
as may be otherwise agreed upon by the Borrower and the Administrative Agent
from time to time. Subject to Section 5.7 hereof, the Administrative Agent shall
not be obligated to disburse the portion of the proceeds of any Revolving Credit
Loan requested pursuant to this Section 2.3 to the extent that any Lender has
not made available to the Administrative Agent its Revolving Credit Commitment
Percentage of such Loan. Revolving Credit Loans to be made for the purpose of
refunding Swingline Loans shall be made by the Lenders as provided in Section
2.2(b).

         SECTION 2.4       Repayment of Loans.

         (a)      Repayment on Termination Date. The Borrower hereby agrees to
repay the outstanding principal amount of (i) all Revolving Credit Loans in full
on the Revolving Credit Maturity Date, and (ii) all Swingline Loans in
accordance with Section 2.2(b), together, in each case, with all accrued but
unpaid interest thereon.

         (b)      Mandatory Repayment of Revolving Credit Loans. If at any time
the outstanding principal amount of all Revolving Credit Loans plus the sum of
all outstanding Swingline Loans and L/C Obligations exceeds the Revolving Credit
Commitment, the Borrower agrees to repay immediately upon notice from the
Administrative Agent, by payment to the Administrative Agent for the account of
the Lenders, Extensions of Credit in an amount equal to such excess with each
such repayment applied first to the principal amount of outstanding Swingline
Loans,


                                       21
<PAGE>

second to the principal amount of outstanding Revolving Credit Loans and third,
with respect to any Letters of Credit then outstanding, a payment of cash
collateral into a cash collateral account opened by the Administrative Agent,
for the benefit of the Lenders in an amount equal to the aggregate then undrawn
and unexpired amount of such Letters of Credit (such cash collateral to be
applied in accordance with Section 12.2(b)).

         (c)      Optional Repayments. The Borrower may at any time and from
time to time repay the Loans, in whole or in part, upon at least three (3)
Business Days' irrevocable notice to the Administrative Agent with respect to
LIBOR Rate Loans and on the same day of irrevocable notice with respect to Base
Rate Loans and Swingline Loans, substantially in the form attached hereto as
Exhibit D (a "Notice of Prepayment") specifying the date and amount of repayment
and whether the repayment is of LIBOR Rate Loans, Base Rate Loans, Swingline
Loans or a combination thereof, and, if of a combination thereof, the amount
allocable to each. Upon receipt of such notice, the Administrative Agent shall
promptly notify each Lender. If any such notice is given, the amount specified
in such notice shall be due and payable on the date set forth in such notice.
Partial repayments shall be in an aggregate minimum amount of $1,000,000 or a
whole multiple of $1,000,000 in excess thereof with respect to Base Rate Loans
(other than Swingline Loans), $2,500,000 with respect to LIBOR Rate Loans and
$100,000 or a whole multiple of $100,000 in excess thereof with respect to
Swingline Loans. Each such repayment shall be accompanied by any amount required
to be paid pursuant to Section 5.9 hereof.

         (d)      Limitation on Repayment of LIBOR Rate Loans. The Borrower may
not repay any LIBOR Rate Loan on any day other than on the last day of the
Interest Period applicable thereto unless such repayment is accompanied by any
amount required to be paid pursuant to Section 5.9 hereof.

         (e)      Hedging  Agreements.  No  repayment or  prepayment  pursuant
to this Section 2.4 shall affect any of the Borrower's obligations under any
Hedging Agreement.

         SECTION 2.5       Notes.

         (a)      Revolving Credit Notes. Except as otherwise provided in
Section 14.10 (a)-(e), each Lender's Revolving Credit Loans and the obligation
of the Borrower to repay such Revolving Credit Loans shall be evidenced by a
separate Revolving Credit Note executed by the Borrower payable to the order of
such Lender.

         (b)      Swingline  Note.  The  Swingline  Loans and the  obligation of
the Borrower to repay such Swingline Loans shall be evidenced by a Swingline
Note executed by the Borrower payable to the order of the Swingline Lender.

         SECTION 2.6       Permanent Reduction of the Revolving Credit
Commitment.

         (a)      Voluntary Reduction. The Borrower shall have the right at any
time and from time to time, upon at least five (5) Business Days prior written
notice to the Administrative Agent, to permanently reduce, without premium or
penalty, (i) the entire Revolving Credit Commitment at any time or (ii) portions
of the Revolving Credit Commitment, from time to


                                       22
<PAGE>

time, in an aggregate principal amount not less than $3,000,000 or any whole
multiple of $1,000,000 in excess thereof. The amount of each partial permanent
reduction shall permanently reduce the Lenders' Revolving Credit Commitments pro
rata in accordance with their respective Revolving Credit Commitment
Percentages.

         (b)      Excess Proceeds. If at any time proceeds ("Excess Proceeds")
remain after the prepayment in full of the Term Loans pursuant to Section
4.4(b), the Revolving Credit Commitment shall be permanently reduced on the date
of the required prepayment under Section 4.4(b) by and amount equal to the
amount of such Excess Proceeds.

         (c)      Corresponding Payment. Each permanent reduction permitted
pursuant to this Section 2.6 shall be accompanied by a payment of principal
sufficient to reduce the aggregate outstanding Revolving Credit Loans, Swingline
Loans and L/C Obligations, as applicable, after such reduction to the Revolving
Credit Commitment as so reduced and if the Revolving Credit Commitment as so
reduced is less than the aggregate amount of all outstanding Letters of Credit,
the Borrower shall be required to deposit cash collateral in a cash collateral
account opened by the Administrative Agent in an amount equal to the amount by
which the aggregate face amount of all outstanding Letters of Credit exceeds the
Revolving Credit Commitment as so reduced. Such cash collateral shall be applied
in accordance with Section 12.2(b). Any reduction of the Revolving Credit
Commitment to zero shall be accompanied by payment of all outstanding Revolving
Credit Loans and Swingline Loans (and furnishing of cash collateral satisfactory
to the Administrative Agent for all L/C Obligations) and shall result in the
termination of the Revolving Credit Commitment and the Swingline Commitment and
the Revolving Credit Facility. Such cash collateral shall be applied in
accordance with Section 12.2(b). If the reduction of the Revolving Credit
Commitment requires the repayment of any LIBOR Rate Loan, such repayment shall
be accompanied by any amount required to be paid pursuant to Section 5.9 hereof.

         SECTION 2.7       Termination of Revolving Credit Facility. The
Revolving Credit Facility shall terminate on the earliest of (a) December 12,
2007, (b) the date of termination by the Borrower pursuant to Section 2.6, or
(c) the date of termination by the Administrative Agent on behalf of the Lenders
pursuant to Section 12.2(a).


                                   ARTICLE III

                            LETTER OF CREDIT FACILITY

         SECTION 3.1       L/C Commitment. Subject to the terms and conditions
hereof, the Issuing Lenders, in reliance on the agreements of the L/C
Participants set forth in Section 3.4(a), agree to issue standby letters of
credit ("Letters of Credit") for the account of the Borrower on any Business Day
from the Closing Date through but not including the Revolving Credit Maturity
Date in such form as may be approved from time to time by the applicable Issuing
Lender; provided, that the Issuing Lenders shall have no obligation to issue any
Letter of Credit if, after giving effect to such issuance, (a) the L/C
Obligations would exceed the L/C Commitment or (b) the aggregate principal
amount of outstanding Revolving Credit Loans, plus


                                       23
<PAGE>

the aggregate principal amount of outstanding Swingline Loans, plus the
aggregate amount of L/C Obligations would exceed the Revolving Credit
Commitment. Each Letter of Credit shall (i) be in a minimum amount of $25,000,
(ii) be a standby letter of credit issued to support obligations of the Borrower
or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary
course of business, (iii) expire on a date satisfactory to the applicable
Issuing Lender, which date shall be no later than the earlier of (A) one (1)
year after the date of its issuance or (B) five (5) Business Days prior to the
Revolving Credit Maturity Date and (iv) be subject to the Uniform Customs and/or
ISP98, as set forth in the Application or as determined by the applicable
Issuing Lender and, to the extent not inconsistent therewith, the laws of the
State of North Carolina. The applicable Issuing Lender shall not at any time be
obligated to issue any Letter of Credit hereunder if such issuance would
conflict with, or cause the applicable Issuing Lender or any L/C Participant to
exceed any limits imposed by, any Applicable Law. References herein to "issue"
and derivations thereof with respect to Letters of Credit shall also include
extensions or modifications of any existing Letters of Credit, unless the
context otherwise requires.

         SECTION 3.2       Procedure for Issuance of Letters of Credit. The
Borrower may from time to time request that the applicable Issuing Lender issue
a Letter of Credit by delivering to the applicable Issuing Lender at the
applicable Lending Office an Application therefor, completed to the satisfaction
of the applicable Issuing Lender, and such other certificates, documents and
other papers and information as the applicable Issuing Lender may request. Upon
receipt of any Application, the applicable Issuing Lender shall process such
Application and the certificates, documents and other papers and information
delivered to it in connection therewith in accordance with its customary
procedures and shall, subject to Section 3.1 and Article VI hereof, promptly
issue the Letter of Credit requested thereby (but in no event shall the
applicable Issuing Lender be required to issue any Letter of Credit earlier than
three (3) Business Days after its receipt of the Application therefor and all
such other certificates, documents and other papers and information relating
thereto) by issuing the original of such Letter of Credit to the beneficiary
thereof or as otherwise may be agreed by the applicable Issuing Lender and the
Borrower. The applicable Issuing Lender shall promptly furnish to the Borrower a
copy of such Letter of Credit and promptly notify each Lender of the issuance
and upon request by any Lender, furnish to such Lender a copy of such Letter of
Credit and the amount of such Lender's participation therein.

         SECTION 3.3       Commissions and Other Charges.

         (a)      The Borrower shall pay to the Administrative Agent, for the
account of the applicable Issuing Lender and the L/C Participants, a letter of
credit commission with respect to each Letter of Credit in an amount equal to
the face amount of such Letter of Credit multiplied by the Applicable Margin
with respect to Revolving Credit Loans that are LIBOR Rate Loans (determined on
a per annum basis). Such commission shall be payable quarterly in arrears on the
last Business Day of each calendar quarter and on the Revolving Credit Maturity
Date. The Administrative Agent shall, promptly following its receipt thereof,
distribute to the applicable Issuing Lender and the L/C Participants all
commissions received pursuant to this Section 3.3(a) in accordance with their
respective Revolving Credit Commitment Percentages.


                                       24
<PAGE>

         (b)      In addition to the foregoing commission, the Borrower shall
pay the applicable Issuing Lender, for its own account, an issuance fee with
respect to each Letter of Credit in an amount equal to the face amount of such
Letter of Credit multiplied by one quarter of one percent (0.25%) per annum.
Such issuance fee shall be payable upon issuance of each Letter of Credit.

         (c)      In addition to the foregoing fees and commissions, the
Borrower shall pay or reimburse the applicable Issuing Lender, for its own
account, for such normal and customary costs and expenses as are incurred or
charged by the applicable Issuing Lender in issuing, effecting payment under,
amending or otherwise administering any Letter of Credit.

         SECTION 3.4       L/C Participations.

         (a)      The Issuing Lenders irrevocably agree to grant and hereby
grant to each L/C Participant, and, to induce the Issuing Lenders to issue
Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept
and purchase and hereby accepts and purchases from the applicable Issuing
Lender, on the terms and conditions hereinafter stated, for such L/C
Participant's own account and risk an undivided interest equal to such L/C
Participant's Revolving Credit Commitment Percentage in the applicable Issuing
Lender's obligations and rights under and in respect of each Letter of Credit
issued hereunder and the amount of each draft paid by the applicable Issuing
Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees
with the applicable Issuing Lender that, if a draft is paid under any Letter of
Credit for which the applicable Issuing Lender is not reimbursed in full by the
Borrower through a Revolving Credit Loan or otherwise in accordance with the
terms of this Agreement, such L/C Participant shall pay to the applicable
Issuing Lender upon demand at the applicable Issuing Lender's address for
notices specified herein an amount equal to such L/C Participant's Revolving
Credit Commitment Percentage of the amount of such draft, or any part thereof,
which is not so reimbursed.

         (b)      Upon becoming aware of any amount required to be paid by any
L/C Participant to the applicable Issuing Lender pursuant to Section 3.4(a) in
respect of any unreimbursed portion of any payment made by the applicable
Issuing Lender under any Letter of Credit, the applicable Issuing Lender shall
notify each L/C Participant of the amount and due date of such required payment
and such L/C Participant shall pay to the applicable Issuing Lender the amount
specified on the applicable due date. If any such amount is paid to the
applicable Issuing Lender after the date such payment is due, such L/C
Participant shall pay to the applicable Issuing Lender on demand, in addition to
such amount, the product of (i) such amount, times (ii) the daily average
Federal Funds Rate as determined by the Administrative Agent during the period
from and including the date such payment is due to the date on which such
payment is immediately available to the applicable Issuing Lender, times (iii) a
fraction the numerator of which is the number of days that elapse during such
period and the denominator of which is 360. A certificate of the applicable
Issuing Lender with respect to any amounts owing under this Section 3.4(b) shall
be conclusive in the absence of manifest error. With respect to payment to the
applicable Issuing Lender of the unreimbursed amounts described in this Section
3.4(b), if the L/C Participants receive notice that any such payment is due (A)
prior to 1:00 p.m. (Charlotte


                                       25
<PAGE>

time) on any Business Day, such payment shall be due that Business Day, and (B)
after 1:00 p.m. (Charlotte time) on any Business Day, such payment shall be due
on the following Business Day.

         (c)      Whenever, at any time after the applicable Issuing Lender has
made payment under any Letter of Credit and has received from any L/C
Participant its Revolving Credit Commitment Percentage of such payment in
accordance with this Section 3.4, the applicable Issuing Lender receives any
payment related to such Letter of Credit (whether directly from the Borrower or
otherwise, or any payment of interest on account thereof, the applicable Issuing
Lender will distribute to such L/C Participant its pro rata share thereof;
provided, that in the event that any such payment received by the applicable
Issuing Lender shall be required to be returned by the applicable Issuing
Lender, such L/C Participant shall return to the applicable Issuing Lender the
portion thereof previously distributed by the applicable Issuing Lender to it.

         SECTION 3.5       Reimbursement Obligation of the Borrower. In the
event of any drawing under any Letter of Credit, the Borrower agrees to
reimburse (either with the proceeds of a Revolving Credit Loan as provided for
in this Section 3.5 or with funds from other sources), in same day funds, the
applicable Issuing Lender on each date on which the applicable Issuing Lender
notifies the Borrower of the date and amount of a draft paid under any Letter of
Credit for the amount of (a) such draft so paid and (b) any amounts referred to
in Section 3.3(c) incurred by the applicable Issuing Lender in connection with
such payment. Unless the Borrower shall immediately notify the applicable
Issuing Lender that the Borrower intends to reimburse the applicable Issuing
Lender for such drawing from other sources or funds, the Borrower shall be
deemed to have timely given a Notice of Borrowing to the Administrative Agent
requesting that the Lenders make a Revolving Credit Loan bearing interest at the
Base Rate on such date in the amount of (a) such draft so paid and (b) any
amounts referred to in Section 3.3(c) incurred by the applicable Issuing Lender
in connection with such payment, and the Lenders shall make a Revolving Credit
Loan bearing interest at the Base Rate in such amount, the proceeds of which
shall be applied to reimburse the applicable Issuing Lender for the amount of
the related drawing and costs and expenses. Each Lender acknowledges and agrees
that its obligation to fund a Revolving Credit Loan in accordance with this
Section 3.5 to reimburse the applicable Issuing Lender for any draft paid under
a Letter of Credit is absolute and unconditional and shall not be affected by
any circumstance whatsoever, including, without limitation, non-satisfaction of
the conditions set forth in Section 2.3(a) or Article VI. If the Borrower has
elected to pay the amount of such drawing with funds from other sources and
shall fail to reimburse the applicable Issuing Lender as provided above, the
unreimbursed amount of such drawing shall bear interest at the rate which would
be payable on any outstanding Base Rate Loans which were then overdue from the
date such amounts become payable (whether at stated maturity, by acceleration or
otherwise) until payment in full.

         SECTION 3.6       Obligations Absolute. The Borrower's obligations
under this Article III (including, without limitation, the Reimbursement
Obligation) shall be absolute and unconditional under any and all circumstances
and irrespective of any set-off, counterclaim or defense to payment which the
Borrower may have or have had against the applicable Issuing Lender or any
beneficiary of a Letter of Credit or any other Person. The Borrower also agrees
that the applicable Issuing Lender and the L/C Participants shall not be
responsible for, and the Borrower's Reimbursement Obligation under Section 3.5
shall not be affected by, among other


                                       26
<PAGE>

things, the validity or genuineness of documents or of any endorsements thereon,
even though such documents shall in fact prove to be invalid, fraudulent or
forged, or any dispute between or among the Borrower and any beneficiary of any
Letter of Credit or any other party to which such Letter of Credit may be
transferred or any claims whatsoever of the Borrower against any beneficiary of
such Letter of Credit or any such transferee. The applicable Issuing Lender
shall not be liable for any error, omission, interruption or delay in
transmission, dispatch or delivery of any message or advice, however
transmitted, in connection with any Letter of Credit, except for errors or
omissions caused by the applicable Issuing Lender's gross negligence or willful
misconduct. The Borrower agrees that any action taken or omitted by the
applicable Issuing Lender under or in connection with any Letter of Credit or
the related drafts or documents, if done in the absence of gross negligence or
willful misconduct, shall be binding on the Borrower and shall not result in any
liability of the applicable Issuing Lender or any L/C Participant to the
Borrower. The responsibility of the applicable Issuing Lender to the Borrower in
connection with any draft presented for payment under any Letter of Credit
shall, in addition to any payment obligation expressly provided for in such
Letter of Credit, be limited to determining that the documents (including each
draft) delivered under such Letter of Credit in connection with such presentment
are in conformity with such Letter of Credit.

         SECTION 3.7       Effect of Application. To the extent that any
provision of any Application related to any Letter of Credit is inconsistent
with the provisions of this Article III, the provisions of this Article III
shall apply.


                                   ARTICLE IV

                               TERM LOAN FACILITY

         SECTION 4.1       Term Loan. Subject to the terms and conditions of
this Agreement, each Lender severally agrees to make a Term Loan to the Borrower
on the Closing Date. The Term Loan shall be funded by each Lender in a principal
amount equal to such Lender's Term Loan Commitment on the Closing Date, which
aggregate principal amount shall equal the total Term Loan Commitment as of the
Closing Date.

         SECTION 4.2       Procedure for Advance of Term Loan. The Borrower
shall give the Administrative Agent an irrevocable Notice of Borrowing prior to
1:00 p.m. (Charlotte time) on the Closing Date requesting that the Lenders make
the Term Loan as a Base Rate Loan on such date. Upon receipt of such Notice of
Borrowing from the Borrower, the Administrative Agent shall promptly notify each
Lender thereof. Not later than 2:00 p.m. (Charlotte time) on the Closing Date,
each Lender will make available to the Administrative Agent for the account of
the Borrower, at the office of the Administrative Agent in immediately available
funds, the amount of such Term Loan to be made by such Lender on such borrowing
date. The Borrower hereby irrevocably authorizes the Administrative Agent to
disburse the proceeds of the Term Loan in immediately available funds by wire
transfer to such Person or Persons as may be designated by the Borrower.


                                       27
<PAGE>

         SECTION 4.3       Repayment of Term Loan. The Borrower shall repay the
aggregate outstanding principal amount of the Term Loan in consecutive quarterly
installments on the last Business Day of each calendar quarter commencing March
31, 2003 as set forth below, except as the amounts of individual installments
may be adjusted pursuant to Section 4.4 hereof:

<TABLE>
<CAPTION>

             YEAR                         PAYMENT DATE                           PRINCIPAL
                                                                                INSTALLMENT
                                                                                    ($)
<S>                                  <C>                                        <C>

             2003                    March 31                                       312,500
                                     June 30                                        312,500
                                     September 30                                   312,500
                                     December 31                                    312,500

             2004                    March 31                                       312,500
                                     June 30                                        312,500
                                     September 30                                   312,500
                                     December 31                                    312,500

             2005                    March 31                                       312,500
                                     June 30                                        312,500
                                     September 30                                   312,500
                                     December 31                                    312,500

             2006                    March 31                                       312,500
                                     June 30                                        312,500
                                     September 30                                   312,500
                                     December 31                                    312,500

             2007                    March 31                                       312,500
                                     June 30                                        312,500
                                     September 30                                   312,500
                                     December 31                                    312,500

             2008                    March 31                                    29,687,500
                                     June 30                                     29,687,500
                                     September 30                                29,687,500
                                     Term Loan Maturity Date                     29,687,500
</TABLE>

If not sooner paid, the Term Loan shall be paid in full, together with accrued
interest thereon, on the Term Loan Maturity Date. Amounts repaid under the Term
Loan pursuant to this Section 4.3 may not be reborrowed.

         SECTION 4.4       Prepayments of Term Loan.

         (a)      Optional Prepayment of Term Loan. The Borrower shall have the
right at any time and from time to time, upon delivery to the Administrative
Agent of a Notice of Prepayment at least three (3) Business Days prior to any
repayment, to prepay the Term Loan in whole or in part without premium or
penalty except as provided in Section 5.9. Each optional prepayment of the Term
Loan hereunder shall be in an aggregate principal amount of at least $5,000,000
or any whole multiple of $1,000,000 in excess thereof and shall be applied to
the outstanding principal installments of the Term Loan in inverse order of
maturity thereof. Each repayment shall be accompanied by any amount required to
be paid pursuant to Section 5.9 hereof.


                                       28
<PAGE>

         (b)      Mandatory Prepayment of Loans.

                  (i)      Debt Proceeds. The Borrower shall make mandatory
principal prepayments of the Loans in the manner set forth in Section 4.4(b)(vi)
below in amounts equal to one hundred percent (100%) of the aggregate Net Cash
Proceeds from any incurrence of Debt (other than Debt permitted pursuant to
Section 11.1(g) or otherwise permitted by the Required Lenders) by the Borrower
or any of its Restricted Subsidiaries. Such prepayment shall be made within
three (3) Business Days after the date of receipt of Net Cash Proceeds of any
such transaction.

                  (ii)     Equity Proceeds. The Borrower shall make mandatory
principal prepayments of the Loans in the manner set forth in Section 4.4(b)(vi)
below in amounts equal to fifty percent (50%) of the aggregate Net Cash Proceeds
from any offering of equity securities by the Borrower or any of its Restricted
Subsidiaries other than solely as a result of (A) offerings of equity securities
made in connection with any employee stock option, incentive plan or stock
purchase plan or made in connection with compensation or incentive plans for
directors and officers, in each case, entered into in the ordinary course of
business and (B) an offering of: (1) common stock of the Borrower or (2) PIK
Preferred Stock; provided that (x) no Default or Event of Default is continuing
or would result from such offering and (y) such Net Cash Proceeds are used to
repurchase the Parent Shares. Such prepayment shall be made within three (3)
Business Days after the date of receipt of Net Cash Proceeds of any such
transaction.

                  (iii)    Asset Sale Proceeds. To the extent permitted by
Applicable Law, and subject to the provisions of Section 4.4(b)(vi)(C), no later
than one hundred eighty (180) days following the Borrower's or applicable
Restricted Subsidiary's receipt thereof, the Borrower shall make mandatory
principal prepayments of the Loans in the manner set forth in Section 4.4(b)(vi)
below in amounts equal to one hundred percent (100%) of the aggregate Net Cash
Proceeds from the sale or other disposition or series of related sales or other
dispositions of assets by the Borrower or any of its Subsidiaries permitted
pursuant to Section 11.5(f) or (g) or otherwise permitted by the Required
Lenders which have not been reinvested as of such date in similar replacement
assets unless such Net Cash Proceeds have been committed to be reinvested within
such one hundred eighty (180) day period and are thereafter actually reinvested
within two hundred seventy (270) days after receipt of such Net Cash Proceeds.
If such Net Cash Proceeds are not actually reinvested in accordance with the
terms of this Section 4.4(b)(iii) by the date which is two hundred seventy (270)
days after the receipt thereof, the Borrower shall make a mandatory prepayment
in an amount equal to such Net Cash Proceeds as described above on such date.
Notwithstanding any of the foregoing to the contrary, upon and during the
continuance of an Event of Default and upon notice from the Administrative
Agent, all Net Cash Proceeds from the sale or other disposition or series of
related sales or other dispositions of assets by the Borrower or any of its
Restricted Subsidiaries, received by the Borrower and its Restricted
Subsidiaries shall be applied to make prepayments of the Loans pursuant to
Section 4.4(b)(vi), such prepayments to be made within three (3) Business Days
after the Borrower's or such Restricted Subsidiary's receipt of such Net Cash
Proceeds.

                  (iv)     Insurance and Condemnation Proceeds. No later than
one hundred eighty (180) days following the date of receipt by the Borrower or
any of its Restricted Subsidiaries of


                                       29
<PAGE>

any Net Cash Proceeds under any of the insurance policies maintained pursuant to
Section 9.3 or from any condemnation proceeding (the "Insurance and Condemnation
Proceeds") which have not been reinvested as of such date in similar replacement
assets, the Borrower shall make mandatory principal prepayments of the Loans in
the manner set forth in Section 4.4(b)(vi) below in amounts equal to one hundred
percent (100%) of the aggregate amount of such Insurance and Condemnation
Proceeds received by the Borrower or any of its Restricted Subsidiaries.
Notwithstanding any of the foregoing to the contrary, upon and during the
continuance of an Event of Default and upon notice from the Administrative
Agent, all Insurance and Condemnation Proceeds, received by the Borrower and its
Subsidiaries shall be applied to make prepayments of the Loans, such prepayments
to be made within three (3) Business Days after the Borrower's or such
Restricted Subsidiary's receipt of such Insurance and Condemnation Proceeds.

                  (v)      Excess Cash Flow. No later than ninety (90) days
after the end of any Fiscal Year commencing with the Fiscal Year ending December
31, 2003, during any period for which the Leverage Ratio exceeds 1.50 to 1.00,
the Borrower shall make a mandatory principal repayment of the Loans in an
amount equal to fifty percent (50%) of Excess Cash Flow, if any, for such Fiscal
Year.

                  (vi)     Notice; Manner of Payment.

                           (A)      Upon the occurrence of any event triggering
         the prepayment requirement under Sections 4.4(b)(i) through and
         including 4.4(b)(iv), the Borrower shall promptly deliver a Notice of
         Prepayment to the Administrative Agent and upon receipt of such notice,
         the Administrative Agent shall promptly so notify the Lenders.

                           (B)      Each prepayment under this Section 4.4(b),
         other than in connection with a Release Transaction, shall be applied
         as follows: (i) first, to reduce on a pro rata basis the remaining
         scheduled principal installments of the Term Loans pursuant to Section
         4.3 and (ii) second, to the extent of any excess, to reduce permanently
         the Revolving Credit Commitment pursuant to Section 2.6(b) provided,
         that each Lender shall have the right, so long as there are
         outstandings under the Revolving Credit Facility, to refuse any such
         mandatory prepayment of the Term Loans, at which time the full amount
         of any such refused payments shall be applied to repay outstanding
         Revolving Credit Loans without a corresponding reduction of the
         Revolving Credit Commitment.

                           (C)      Each prepayment under this Section 4.4(b) as
         a result of a Release Transaction shall be applied as follows: (i)
         first, to reduce on a pro rata basis the remaining scheduled principal
         installments of the Term Loans, pursuant to Section 4.3, as necessary
         to reduce the Leverage Ratio, on a pro forma basis after giving effect
         to the Release Transaction, to at least 0.50 below the Leverage Ratio
         then required under Section 10.1; (ii) second, at the option of the
         Borrower, to repurchase the Parent Shares; provided that, (A) no more
         than fifty percent (50%) of the Net Cash Proceeds from any Release
         Transaction may be used to repurchase the Parent Shares, and (B) the
         aggregate amount of the Net Cash Proceeds from all Release Transactions
         that may be applied to repurchase the Parent Shares shall not exceed
         $40,000,000 and (iii) third, any proceeds


                                       30
<PAGE>

         remaining after clauses (i) and (ii) of this sentence shall be applied
         pursuant to clause (B) above. All pro forma calculations of the
         Leverage Ratio pursuant to the prior sentence shall be reasonably
         acceptable to the Agents.

                           (D)      Amounts prepaid under the Term Loan pursuant
         to this Section 4.4 may not be reborrowed and will constitute a
         permanent reduction in such Term Loan Commitment. Each prepayment shall
         be accompanied by any amount required to be paid pursuant to Section
         5.9 hereof.

         SECTION 4.5       Term Notes. Except as otherwise provided in Section
14.10 (a)-(e), each Lender's Term Loan and the obligation of the Borrower to
repay such Term Loan shall be evidenced by a separate Term Note executed by the
Borrower payable to the order of such Lender.


                                    ARTICLE V

                             GENERAL LOAN PROVISIONS

         SECTION 5.1       Interest.

         (a)      Interest Rate Options. Subject to the provisions of this
Section 5.1, at the election of the Borrower, (i) Revolving Credit Loans and
Term Loans shall bear interest at (A) the Base Rate plus the Applicable Margin
or (B) the LIBOR Rate plus the Applicable Margin and (ii) Swingline Loans shall
bear interest at the Base Rate plus the Applicable Margin. The Borrower shall
select the rate of interest and Interest Period, if any, applicable to any Loan
at the time a Notice of Borrowing is given pursuant to Section 2.3 or Section
4.2, as applicable, or at the time a Notice of Conversion/Continuation is given
pursuant to Section 5.2. Any Loan or any portion thereof as to which the
Borrower has not duly specified an interest rate as provided herein shall be
deemed a Base Rate Loan.

         (b)      Interest Periods. In connection with each LIBOR Rate Loan, the
Borrower, by giving notice at the times described in Section 5.1(a), shall elect
an interest period (each, an "Interest Period") to be applicable to such Loan,
which Interest Period shall be a period of one (1), two (2), three (3), or six
(6) months with respect to each LIBOR Rate Loan; provided that:

                           (i)      the Interest Period shall commence on the
date of advance of or conversion to any LIBOR Rate Loan and, in the case of
immediately successive Interest Periods, each successive Interest Period shall
commence on the date on which the immediately preceding Interest Period expires;

                           (ii)     if any Interest Period would otherwise
expire on a day that is not a Business Day, such Interest Period shall expire on
the next succeeding Business Day; provided, that if any Interest Period with
respect to a LIBOR Rate Loan would otherwise expire on a day that is not a
Business Day but is a day of the month after which no further Business Day
occurs in such month, such Interest Period shall expire on the immediately
preceding Business Day;


                                       31
<PAGE>

                           (iii)    any Interest Period with respect to a LIBOR
Rate Loan that begins on the last Business Day of a calendar month (or on a day
for which there is no numerically corresponding day in the calendar month at the
end of such Interest Period) shall end on the last Business Day of the relevant
calendar month at the end of such Interest Period;

                           (iv)     no Interest Period shall extend beyond the
Revolving Credit Maturity Date or the Term Loan Maturity Date, as applicable,
and Interest Periods shall be selected by the Borrower so as to permit the
Borrower to make the quarterly principal installment payments pursuant to
Section 4.3 without payment of any amounts pursuant to Section 5.9; and

                           (v)      there shall be no more than six (6) Interest
Periods in effect at any time.

         (c)      Applicable Margin. The Applicable Margin provided for in
Section 5.1(a) with respect to any Loan (the "Applicable Margin") shall be based
upon the table set forth below and shall be determined and adjusted quarterly on
the date (each a "Calculation Date") ten (10) Business Days after the date by
which the Borrower is required to provide an Officer's Compliance Certificate
for the most recently ended fiscal quarter of the Borrower; provided, however,
that (a) the initial Applicable Margin shall be based on Pricing Level III (as
shown below) and shall remain at Pricing Level III until receipt by the
Administrative Agent of the Officer's Compliance Certificate for the period
ended June 30, 2003 and, thereafter the Pricing Level shall be determined by
reference to the Leverage Ratio as of the last day of the most recently ended
fiscal quarter of the Borrower preceding the applicable Calculation Date, and
(b) if the Borrower fails to provide the Officer's Compliance Certificate as
required by Section 8.2 for the most recently ended fiscal quarter of the
Borrower preceding the applicable Calculation Date, the Applicable Margin from
such Calculation Date shall be based on Pricing Level IV (as shown below) until
such time as an appropriate Officer's Compliance Certificate is provided, at
which time the Pricing Level shall be determined by reference to the Leverage
Ratio as of the last day of the most recently ended fiscal quarter of the
Borrower preceding such Calculation Date. The Applicable Margin shall be
effective from one Calculation Date until the next Calculation Date. Any
adjustment in the Applicable Margin shall be applicable to all Extensions of
Credit then existing or subsequently made or issued.

<TABLE>
<CAPTION>

                                                      REVOLVING CREDIT LOANS                  TERM LOANS
                                                  -------------------------------- ---------------------------------
PRICING LEVEL           LEVERAGE RATIO                LIBOR          BASE RATE          LIBOR          BASE RATE
-------------- ---------------------------------- --------------- ---------------- ---------------- ----------------
<S>            <C>                                <C>             <C>              <C>              <C>
     IV        Greater than 3.00 to 1.00              3.25%            2.00%            4.00%            2.75%

     III       Greater than 2.50 to 1.00, but         3.00%            1.75%            4.00%            2.75%
               less than or equal to 3.00 to
               1.00

     II        Greater than 2.00 to 1.00, but         2.75%            1.50%            4.00%            2.75%
               less than or equal to 2.50 to
               1.00

      I        Less than or equal to 2.00             2.50%            1.25%            4.00%            2.75%
</TABLE>


                                       32
<PAGE>

         (d)      Default Rate. Subject to Section 12.3, at the discretion of
the Administrative Agent or as directed by the Required Lenders, upon the
occurrence and during the continuance of an Event of Default, (i) the Borrower
shall no longer have the option to request LIBOR Rate Loans or Swingline Loans,
(ii) all outstanding LIBOR Rate Loans shall bear interest at a rate per annum of
two percent (2%) in excess of the rate then applicable to LIBOR Rate Loans until
the end of the applicable Interest Period and thereafter at a rate equal to two
percent (2%) in excess of the rate then applicable to Base Rate Loans, and (iii)
all outstanding Base Rate Loans and other Obligations arising hereunder or under
any other Loan Document shall bear interest at a rate per annum equal to two
percent (2%) in excess of the rate then applicable to Base Rate Loans or such
other Obligations arising hereunder or under any other Loan Document. Interest
shall continue to accrue on the Notes after the filing by or against the
Borrower of any petition seeking any relief in bankruptcy or under any act or
law pertaining to insolvency or debtor relief, whether state, federal or
foreign.

         (e)      Interest Payment and Computation. Interest on each Base Rate
Loan shall be payable in arrears on the last Business Day of each calendar
quarter commencing December 31, 2002; and interest on each LIBOR Rate Loan shall
be payable on the last day of each Interest Period applicable thereto, and if
such Interest Period extends over three (3) months, at the end of each three (3)
month interval during such Interest Period. Interest on LIBOR Rate Loans and all
fees payable hereunder shall be computed on the basis of a 360-day year and
assessed for the actual number of days elapsed and interest on Base Rate Loans
shall be computed on the basis of a 365/366-day year and assessed for the actual
number of days elapsed.

         (f)      Maximum Rate. In no contingency or event whatsoever shall the
aggregate of all amounts deemed interest hereunder or under any of the Notes
charged or collected pursuant to the terms of this Agreement or pursuant to any
of the Notes exceed the highest rate permissible under any Applicable Law which
a court of competent jurisdiction shall, in a final determination, deem
applicable hereto. In the event that such a court determines that the Lenders
have charged or received interest hereunder in excess of the highest applicable
rate, the rate in effect hereunder shall automatically be reduced to the maximum
rate permitted by Applicable Law and the Lenders shall at the Administrative
Agent's option (i) promptly refund to the Borrower any interest received by the
Lenders in excess of the maximum lawful rate or (ii) apply such excess to the
principal balance of the Obligations on a pro rata basis. It is the intent
hereof that the Borrower not pay or contract to pay, and that neither the
Administrative Agent nor any Lender receive or contract to receive, directly or
indirectly in any manner whatsoever, interest in excess of that which may be
paid by the Borrower under Applicable Law.

         SECTION 5.2       Notice and Manner of Conversion or Continuation of
Loans. Provided that no Default or Event of Default has occurred and is then
continuing, the Borrower shall have the option to (a) convert at any time
following the third Business Day after the Closing Date all or any portion of
any outstanding Base Rate Loans (other than Swingline Loans) in a minimum
principal amount equal to $2,500,000 into one or more LIBOR Rate Loans and (b)
upon the expiration of any Interest Period, (i) convert all or any part of its
outstanding LIBOR Rate Loans in a principal amount equal to $1,000,000 or a
whole multiple of $1,000,000 in excess thereof into Base Rate Loans (other than
Swingline Loans) or (ii) continue such


                                       33
<PAGE>

LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert
or continue Loans as provided above, the Borrower shall give the Administrative
Agent irrevocable prior written notice in the form attached as Exhibit E (a
"Notice of Conversion/Continuation") not later than 1:00 p.m. (Charlotte time)
three (3) Business Days before the day on which a proposed conversion or
continuation of such Loan is to be effective specifying (A) the Loans to be
converted or continued, and, in the case of any LIBOR Rate Loan to be converted
or continued, the last day of the Interest Period therefor, (B) the effective
date of such conversion or continuation (which shall be a Business Day), (C) the
principal amount of such Loans to be converted or continued, and (D) the
Interest Period to be applicable to such converted or continued LIBOR Rate Loan.
The Administrative Agent shall promptly notify the Lenders of such Notice of
Conversion/Continuation.

         SECTION 5.3       Fees.

         (a)      Commitment Fee. Commencing on the Closing Date, the Borrower
shall pay to the Administrative Agent, for the account of the Lenders, a
non-refundable commitment fee at a rate per annum equal to the applicable rate
based upon the table set forth below (the "Commitment Fee Rate") on the average
daily unused portion of the Revolving Credit Commitment; provided that the
amount of outstanding Swingline Loans shall not be considered usage of the
Revolving Credit Commitment for the purpose of calculating such commitment fee.
The commitment fee shall be payable in arrears on the last Business Day of each
calendar quarter during the term of this Agreement commencing December 31, 2002
and on the Revolving Credit Maturity Date. Such commitment fee shall be
distributed by the Administrative Agent to the Lenders pro rata in accordance
with the Lenders' respective Revolving Credit Commitment Percentages. The
Commitment Fee Rate shall be determined and adjusted quarterly on each
Calculation Date; provided, however, that (a) the initial Commitment Fee Rate
shall be based on Pricing Level II (as shown below) and shall remain at Pricing
Level II until receipt by the Administrative Agent of the Officer's Compliance
Certificate for the period ended June 30, 2003 and thereafter the Pricing Level
shall be determined by reference to the Leverage Ratio as of the last day of the
most recently ended fiscal quarter of the Borrower preceding the applicable
Calculation Date, and (b) if the Borrower fails to provide the Officer's
Compliance Certificate as required by Section 8.2 for the most recently ended
fiscal quarter of the Borrower preceding the applicable Calculation Date, the
Commitment Fee Rate from such Calculation Date shall be based on Pricing Level
IV (as shown below) until such time as an appropriate Officer's Compliance
Certificate is provided, at which time the Pricing Level shall be determined by
reference to the Leverage Ratio as of the last day of the most recently ended
fiscal quarter of the Borrower preceding such Calculation Date. The Commitment
Fee Rate shall be effective from one Calculation Date until the next Calculation
Date.

<TABLE>
<CAPTION>
  PRICING LEVEL          LEVERAGE RATIO                    COMMITMENT FEE RATE
<S>                 <C>                                    <C>
        II          Greater than 2.00 to 1.00                     0.500%

        I           Less than or equal to 2.00                    0.375%
</TABLE>

         (b)      Administrative Agent's and Other Fees. In order to compensate
the Administrative Agent for structuring and syndicating the Loans and for its
obligations hereunder,


                                       34
<PAGE>

the Borrower agrees to pay to the Administrative Agent, for its account, the
fees set forth in (i) the separate fee letter agreement executed by the Borrower
and the Administrative Agent dated November 1, 2002 and (ii) the separate Fee
Letter executed by the Borrower and the Syndication Agent dated November 1,
2002.

         SECTION 5.4       Manner of Payment. Each payment by the Borrower on
account of the principal of or interest on the Loans or of any fee, commission
or other amounts (including the Reimbursement Obligation) payable to the Lenders
under this Agreement or any Note shall be made not later than 1:00 p.m.
(Charlotte time) on the date specified for payment under this Agreement to the
Administrative Agent at the Administrative Agent's Office for the account of the
Lenders (other than as set forth below) pro rata in accordance with their
respective Revolving Credit Commitment Percentages or Term Loan Percentages, as
applicable, (except as specified below), in Dollars, in immediately available
funds and shall be made without any set-off, counterclaim or deduction
whatsoever. Any payment received after such time but before 2:00 p.m. (Charlotte
time) on such day shall be deemed a payment on such date for the purposes of
Section 12.1, but for all other purposes shall be deemed to have been made on
the next succeeding Business Day. Any payment received after 2:00 p.m.
(Charlotte time) shall be deemed to have been made on the next succeeding
Business Day for all purposes. Upon receipt by the Administrative Agent of each
such payment, the Administrative Agent shall distribute to each Lender at its
address for notices set forth herein its pro rata share of such payment in
accordance with such Lender's Revolving Credit Commitment Percentage or Term
Loan Percentage, as applicable, (except as specified below) and shall wire
advice of the amount of such credit to each Lender. Each payment to the
Administrative Agent of the Issuing Lenders' fees or L/C Participants'
commissions shall be made in like manner, but for the account of the applicable
Issuing Lender or the L/C Participants, as the case may be. Each payment to the
Administrative Agent of Administrative Agent's fees or expenses shall be made
for the account of the Administrative Agent and any amount payable to any Lender
under Sections 5.8, 5.9, 5.10, 5.11 or 14.2 shall be paid to the Administrative
Agent for the account of the applicable Lender. Subject to Section 5.1(b)(ii) if
any payment under this Agreement or any Note shall be specified to be made upon
a day which is not a Business Day, it shall be made on the next succeeding day
which is a Business Day and such extension of time shall in such case be
included in computing any interest if payable along with such payment.

         SECTION 5.5       Crediting of Payments and Proceeds. In the event that
the Borrower shall fail to pay any of the Obligations when due and the
Obligations have been accelerated pursuant to Section 12.2, all payments
received by the Lenders upon the Notes and the other Obligations and all net
proceeds from the enforcement of the Obligations shall be applied: (a) first to
all expenses then due and payable by the Borrower hereunder and under the other
Loan Documents, (b) then to all indemnity obligations then due and payable by
the Borrower hereunder and under the other Loan Documents, (c) then to all
Administrative Agent's and Issuing Lenders' fees then due and payable, (d) then
to all commitment and other fees and commissions then due and payable, (e) then
to accrued and unpaid interest on the Notes, accrued and unpaid interest on the
Reimbursement Obligation and any Hedging Obligations (including any termination
payments and any accrued and unpaid interest thereon) (pro rata in accordance
with all such amounts due), (f) then to the principal amount of the Notes and
Reimbursement Obligation (pro rata in accordance with all such amounts due) and
(g) then to the cash collateral


                                       35
<PAGE>

account described in Section 12.2(b) hereof to the extent of any L/C Obligations
then outstanding, in that order.

         SECTION 5.6       Adjustments. If any Lender (a "Benefited Lender")
shall at any time receive any payment of all or part of the Obligations owing to
it, or interest thereon, or if any Lender shall at any time receive any
collateral in respect to the Obligations owing to it (whether voluntarily or
involuntarily, by set-off or otherwise) (other than pursuant to Sections 5.8,
5.9, 5.10, 5.11 or 14.2 hereof) in a greater proportion than any such payment to
and collateral received by any other Lender, if any, in respect of the similar
Obligations owing to such other Lender, or interest thereon, such Benefited
Lender shall purchase for cash from the other Lenders such portion of each such
other Lender's Extensions of Credit, or shall provide such other Lenders with
the benefits of any such collateral, or the proceeds thereof, as shall be
necessary to cause such Benefited Lender to share the excess payment or benefits
of such collateral or proceeds ratably with each of the Lenders; provided, that
if all or any portion of such excess payment or benefits is thereafter recovered
from such Benefited Lender, such purchase shall be rescinded, and the purchase
price and benefits returned to the extent of such recovery, but without
interest. The Borrower agrees that each Lender so purchasing a portion of
another Lender's Extensions of Credit may exercise all rights of payment
(including, without limitation, rights of set-off) with respect to such portion
as fully as if such Lender were the direct holder of such portion.

         SECTION 5.7       Nature of Obligations of Lenders Regarding Extensions
of Credit; Assumption by the Administrative Agent. The obligations of the
Lenders under this Agreement to make the Loans and issue or participate in
Letters of Credit are several and are not joint or joint and several. Unless the
Administrative Agent shall have received notice from a Lender prior to a
proposed borrowing date that such Lender will not make available to the
Administrative Agent such Lender's ratable portion of the amount to be borrowed
on such date (which notice shall not release such Lender of its obligations
hereunder), the Administrative Agent may assume that such Lender has made such
portion available to the Administrative Agent on the proposed borrowing date in
accordance with Sections 2.3(b) and 4.2, and the Administrative Agent may, in
reliance upon such assumption, make available to the Borrower on such date a
corresponding amount. If such amount is made available to the Administrative
Agent on a date after such borrowing date, such Lender shall pay to the
Administrative Agent on demand an amount, until paid, equal to the product of
(a) the amount not made available by such Lender in accordance with the terms
hereof, times (b) the daily average Federal Funds Rate during such period as
determined by the Administrative Agent, times (c) a fraction the numerator of
which is the number of days that elapse from and including such borrowing date
to the date on which such amount not made available by such Lender in accordance
with the terms hereof shall have become immediately available to the
Administrative Agent and the denominator of which is 360. A certificate of the
Administrative Agent with respect to any amounts owing under this Section 5.7
shall be conclusive, absent manifest error. If such Lender's Revolving Credit
Commitment Percentage or Term Loan Percentage, as applicable, of such borrowing
is not made available to the Administrative Agent by such Lender within three
(3) Business Days after such borrowing date, the Administrative Agent shall be
entitled to recover such amount made available by the Administrative Agent with
interest thereon at the rate per annum applicable to Base Rate Loans hereunder,
on demand, from the Borrower. The failure of any Lender to make


                                       36
<PAGE>

available its Revolving Credit Commitment Percentage or Term Loan Percentage, as
applicable, of any Loan requested by the Borrower shall not relieve it or any
other Lender of its obligation, if any, hereunder to make its Revolving Credit
Commitment Percentage or Term Loan Percentage, as applicable, of such Loan
available on the borrowing date, but no Lender shall be responsible for the
failure of any other Lender to make its Revolving Credit Commitment Percentage
or Term Loan Percentage, as applicable, of such Loan available on the borrowing
date. Notwithstanding anything set forth herein to the contrary, any Lender that
fails to make available its Revolving Credit Commitment Percentage or Term Loan
Percentage, as applicable, of any Loan shall not (a) have any voting or consent
rights under or with respect to any Loan Document or (b) constitute a "Lender"
(or be included in the calculation of Required Lenders hereunder) for any voting
or consent rights under or with respect to any Loan Document.

         SECTION 5.8       Changed Circumstances.

         (a)      Circumstances Affecting LIBOR Rate Availability. If with
respect to any Interest Period the Administrative Agent or any Lender (after
consultation with the Administrative Agent) shall determine that, by reason of
circumstances affecting the foreign exchange and interbank markets generally,
deposits in eurodollars, in the applicable amounts are not being quoted via the
Dow Jones Market Screen 3750 or offered to the Administrative Agent or such
Lender for such Interest Period, then the Administrative Agent shall forthwith
give notice thereof to the Borrower. Thereafter, until the Administrative Agent
notifies the Borrower that such circumstances no longer exist, the obligation of
the Lenders to make LIBOR Rate Loans and the right of the Borrower to convert
any Loan to or continue any Loan as a LIBOR Rate Loan shall be suspended, and
the Borrower shall repay in full (or cause to be repaid in full) the then
outstanding principal amount of each such LIBOR Rate Loan together with accrued
interest thereon, on the last day of the then current Interest Period applicable
to such LIBOR Rate Loan or convert the then outstanding principal amount of each
such LIBOR Rate Loan to a Base Rate Loan as of the last day of such Interest
Period.

         (b)      Laws Affecting LIBOR Rate Availability. If, after the date
hereof, the introduction of, or any change in, any Applicable Law or any change
in the interpretation or administration thereof by any Governmental Authority,
central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by any of the Lenders (or any of their
respective Lending Offices) with any request or directive (whether or not having
the force of law) of any such Governmental Authority, central bank or comparable
agency, shall make it unlawful or impossible for any of the Lenders (or any of
their respective Lending Offices) to honor its obligations hereunder to make or
maintain any LIBOR Rate Loan, such Lender shall promptly give notice thereof to
the Administrative Agent and the Administrative Agent shall promptly give notice
to the Borrower and the other Lenders. Thereafter, until the Administrative
Agent notifies the Borrower that such circumstances no longer exist, (i) the
obligations of the Lenders to make LIBOR Rate Loans and the right of the
Borrower to convert any Loan or continue any Loan as a LIBOR Rate Loan shall be
suspended and thereafter the Borrower may select only Base Rate Loans hereunder,
and (ii) if any of the Lenders may not lawfully continue to maintain a LIBOR
Rate Loan to the end of the then current Interest Period applicable thereto as a
LIBOR Rate Loan, the applicable LIBOR Rate Loan shall immediately be converted
to a Base Rate Loan for the remainder of such Interest Period.


                                       37
<PAGE>

         (c)      Increased Costs. If, after the date hereof, the introduction
of, or any change in, any Applicable Law, or in the interpretation or
administration thereof by any Governmental Authority, central bank or comparable
agency charged with the interpretation or administration thereof, or compliance
by any of the Lenders (or any of their respective Lending Offices) with any
request or directive (whether or not having the force of law) of such
Governmental Authority, central bank or comparable agency:

                  (i)      shall (except as provided in Section 5.11(e)) subject
any of the Lenders (or any of their respective Lending Offices) to any tax, duty
or other charge with respect to any Note, Letter of Credit or Application or
shall change the basis of taxation of payments to any of the Lenders (or any of
their respective Lending Offices) of the principal of or interest on any Note,
Letter of Credit or Application or any other amounts due under this Agreement in
respect thereof (except for changes in the rate of franchise tax or tax on the
overall net income of any of the Lenders or any of their respective Lending
Offices imposed by the jurisdiction in which such Lender is organized or is or
should be qualified to do business or such Lending Office is located); provided
that the Borrower shall not be obligated to pay any amounts pursuant to this
Section 5.8(c)(i) to the extent that such amounts are duplicative of any amounts
paid by the Borrower pursuant to Section 5.11; or

                  (ii)     shall impose, modify or deem applicable any reserve
(including, without limitation, any reserve imposed by the Board of Governors of
the Federal Reserve System), special deposit, insurance or capital or similar
requirement against assets of, deposits with or for the account of, or credit
extended by any of the Lenders (or any of their respective Lending Offices) or
shall impose on any of the Lenders (or any of their respective Lending Offices)
or the foreign exchange and interbank markets any other condition affecting any
Note; and the result of any of the foregoing events described in clause (i) or
(ii) above is to increase the costs to any of the Lenders of maintaining any
LIBOR Rate Loan or issuing or participating in Letters of Credit or to reduce
the yield or amount of any sum received or receivable by any of the Lenders
under this Agreement or under the Notes in respect of a LIBOR Rate Loan or
Letter of Credit or Application, then such Lender shall promptly notify the
Administrative Agent, and the Administrative Agent shall promptly notify the
Borrower of such fact and demand compensation therefor and, within fifteen (15)
days after such notice by the Administrative Agent, the Borrower shall pay to
such Lender such additional amount or amounts as will compensate such Lender or
Lenders for such increased cost or reduction. The Administrative Agent will
promptly notify the Borrower of any event of which it has knowledge which will
entitle such Lender to compensation pursuant to this Section 5.8(c); provided,
that the Administrative Agent shall incur no liability whatsoever to the Lenders
or the Borrower in the event it fails to do so. The amount of such compensation
shall be determined, in the applicable Lender's reasonable discretion, based
upon the assumption that such Lender funded its Revolving Credit Commitment
Percentage or Term Loan Percentage, as applicable, of the LIBOR Rate Loans in
the London interbank market and using any reasonable attribution or averaging
methods which such Lender reasonably deems appropriate and practical. A
certificate of such Lender setting forth the basis for determining such amount
or amounts necessary to compensate such Lender shall be forwarded to the
Borrower through the Administrative Agent and shall be conclusively presumed to
be correct save for manifest error.


                                       38
<PAGE>

         SECTION 5.9       Indemnity. The Borrower hereby indemnifies each of
the Lenders against any actual loss or expense, as certified by such Lender,
which arises or is attributable to each Lender's obtaining, liquidating or
employing deposits or other funds acquired to effect, fund or maintain any Loan
(a) as a consequence of any failure by the Borrower to make any payment when due
of any amount due hereunder in connection with a LIBOR Rate Loan, (b) due to any
failure of the Borrower to borrow, continue or convert on a date specified
therefor in a Notice of Borrowing or Notice of Conversion/Continuation or (c)
due to any payment, prepayment or conversion of any LIBOR Rate Loan on a date
other than the last day of the Interest Period therefor. The amount of such loss
or expense shall be determined, in the applicable Lender's sole discretion,
based upon the assumption that such Lender funded its Revolving Credit
Commitment Percentage or Term Loan Percentage, as applicable, of the LIBOR Rate
Loans in the London interbank market and using any reasonable attribution or
averaging methods which such Lender reasonably deems appropriate and practical.
A certificate of such Lender setting forth the basis for determining such amount
or amounts necessary to compensate such Lender shall be forwarded to the
Borrower through the Administrative Agent and shall be conclusively presumed to
be correct save for manifest error.

         SECTION 5.10      Capital Requirements. If either (a) the introduction
of, or any change in, or in the interpretation of, any Applicable Law or (b)
compliance with any guideline or request from any central bank or comparable
agency or other Governmental Authority (whether or not having the force of law),
has or would have the effect of reducing the rate of return on the capital of,
or has affected or would affect the amount of capital required to be maintained
by, any Lender or any corporation controlling such Lender as a consequence of,
or with reference to the Commitments and other commitments of this type, below
the rate which such Lender or such other corporation could have achieved but for
such introduction, change or compliance, then within five (5) Business Days
after written demand by any such Lender, the Borrower shall pay to such Lender
from time to time as specified by such Lender additional amounts sufficient to
compensate such Lender or other corporation for such reduction. A certificate as
to such amounts submitted to the Borrower and the Administrative Agent by such
Lender, shall, in the absence of manifest error, be presumed to be correct and
binding for all purposes.

         SECTION 5.11      Taxes.

         (a)      Payments Free and Clear. Except as otherwise provided in
Section 5.11(e), any and all payments by the Borrower hereunder or under the
Notes or the Letters of Credit shall be made free and clear of and without
deduction for any and all present or future taxes, levies, imposts, deductions,
charges or withholding, and all liabilities with respect thereto excluding, (i)
in the case of each Lender and the Administrative Agent, income and franchise
taxes imposed by the jurisdiction under the laws of which such Lender or the
Administrative Agent (as the case may be) is organized or is or should be
qualified to do business or any political subdivision thereof and (ii) in the
case of each Lender, income and franchise taxes imposed by the jurisdiction of
such Lender's Lending Office or any political subdivision thereof (all such
non-excluded taxes, levies, imposts, deductions, charges, withholdings and
liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be
required by law to deduct or


                                       39
<PAGE>

withhold any Taxes from or in respect of any sum payable hereunder or under any
Note or in respect of any Letter of Credit to any Lender or the Administrative
Agent, (A) except as otherwise provided in Section 5.11(e), the sum payable
shall be increased as may be necessary so that after making all required
deductions or withholdings (including deductions or withholdings applicable to
additional sums payable under this Section 5.11) such Lender or the
Administrative Agent (as the case may be) receives an amount equal to the amount
such party would have received had no such deductions or withholdings been made,
(B) the Borrower shall make such deductions or withholdings, (C) the Borrower
shall pay the full amount deducted to the relevant taxing authority or other
authority in accordance with Applicable Law, and (D) the Borrower shall deliver
to the Administrative Agent and such Lender evidence of such payment to the
relevant taxing authority or other Governmental Authority in the manner provided
in Section 5.11(d).

         (b)      Stamp and Other Taxes. In addition, the Borrower shall pay any
present or future stamp, registration, recordation or documentary taxes or any
other similar fees or charges or excise or property taxes, levies of the United
States or any state or political subdivision thereof or any applicable foreign
jurisdiction which arise from any payment made hereunder or from the execution,
delivery or registration of, or otherwise with respect to, this Agreement, the
Loans, the Letters of Credit or the other Loan Documents, or the perfection of
any rights or security interest in respect thereof (hereinafter referred to as
"Other Taxes").

         (c)      Indemnity. Except as otherwise provided in Section 5.11(e),
the Borrower shall indemnify each Lender and the Administrative Agent for the
full amount of Taxes and Other Taxes (including, without limitation, any Taxes
and Other Taxes imposed by any jurisdiction on amounts payable under this
Section 5.11) paid by such Lender or the Administrative Agent (as the case may
be) and any liability (including penalties, interest and expenses) arising
therefrom or with respect thereto, whether or not such Taxes or Other Taxes were
correctly or legally asserted. Such indemnification shall be made within thirty
(30) days from the date such Lender or the Administrative Agent (as the case may
be) makes written demand therefor. A certificate of such Lender setting forth
the basis for determining such amount or amounts necessary to compensate such
Lender shall be forwarded to the Borrower through the Administrative Agent and
shall be conclusively presumed to be correct save for manifest error.

         (d)      Evidence of Payment. Within thirty (30) days after the date of
any payment of Taxes or Other Taxes, the Borrower shall furnish to the
Administrative Agent and the applicable Lender, at its address referred to in
Section 14.1, the original or a certified copy of a receipt evidencing payment
thereof or other evidence of payment satisfactory to the Administrative Agent.

         (e)      Delivery of Tax Forms. To the extent required by Applicable
Law to reduce or eliminate withholding or payment of taxes, each Lender and the
Administrative Agent shall deliver to the Borrower, with a copy to the
Administrative Agent, on the Closing Date or concurrently with the delivery of
the relevant Assignment and Acceptance, as applicable, (i) two United States
Internal Revenue Service Forms W-9, Forms W-8ECI or Forms W-8BEN, as applicable
(or successor forms) properly completed and certifying in each case that such
Lender is entitled to a complete exemption from withholding or deduction for or
on account of any


                                       40
<PAGE>

United States federal income taxes, and (ii) an Internal Revenue Service Form
W-8BEN or W-8ECI or successor applicable form, as the case may be, to establish
an exemption from United States backup withholding taxes. Each such Lender
further agrees to deliver to the Borrower, with a copy to the Administrative
Agent, as applicable, two Form W-9, Form W-8BEN or W-8ECI, or successor
applicable forms or manner of certification, as the case may be, on or before
the date that any such form expires or becomes obsolete or after the occurrence
of any event requiring a change in the most recent form previously delivered by
it to the Borrower, certifying in the case of a Form W-9, Form W-8BEN or W-8ECI
(or successor forms) that such Lender is entitled to receive payments under this
Agreement without deduction or withholding of any United States federal income
taxes (unless in any such case an event (including, without limitation, any
change in treaty, law or regulation) has occurred prior to the date on which any
such delivery would otherwise be required which renders such forms inapplicable
or the exemption to which such forms relate unavailable and such Lender notifies
the Borrower and the Administrative Agent that it is not entitled to receive
payments without deduction or withholding of United States federal income taxes)
and, in the case of a Form W-9, Form W-8BEN or W-8ECI, establishing an exemption
from United States backup withholding tax. Notwithstanding anything in any Loan
Document to the contrary, the Borrower shall not be required to pay additional
amounts to any Lender or the Administrative Agent under Section 5.11 or Section
5.8(c), (i) if such Lender or the Administrative Agent fails to comply with the
requirements of this Section 5.11(e), other than to the extent that such failure
is due to a change in law occurring after the date on which such Lender or the
Administrative Agent became a party to this Agreement or (ii) that are the
result of such Lender's or the Administrative Agent's gross negligence or
willful misconduct, as applicable.

         (f)      Survival. Without prejudice to the survival of any other
agreement of the Borrower hereunder, the agreements and obligations of the
Borrower contained in this Section 5.11 shall survive the payment in full of the
Obligations and the termination of the Commitments.

         SECTION 5.12      Security.  The Obligations shall be secured as
provided in the Security Documents.


                                   ARTICLE VI

                  CLOSING; CONDITIONS OF CLOSING AND BORROWING

         SECTION 6.1       Closing.  The  closing  shall take place at the
offices of Kennedy Covington Lobdell & Hickman, L.L.P. at 10:00 a.m. on December
12, 2002, or on such other place, date and time as the parties hereto shall
mutually agree.

         SECTION 6.2       Conditions to Closing and Initial Extensions of
Credit. The obligation of the Lenders to close this Agreement and to make the
initial Loan or issue or participate in the initial Letter of Credit, if any, is
subject to the satisfaction of each of the following conditions:


                                       41
<PAGE>

         (a)      Executed Loan Documents. This Agreement, the Revolving Credit
Notes, the Term Notes, the Swingline Note, the Security Documents, together with
any other applicable Loan Documents, shall have been duly authorized, executed
and delivered to the Administrative Agent by the parties thereto, shall be in
full force and effect and no Default or Event of Default shall exist thereunder,
and the Borrower shall have delivered original counterparts thereof to the
Administrative Agent.

         (b)      Closing Certificates; etc.

                  (i)      Officer's Certificate of the Borrower. The
Administrative Agent shall have received a certificate from a Responsible
Officer, in form and substance satisfactory to the Administrative Agent, to the
effect that all representations and warranties of the Borrower contained in this
Agreement and the other Loan Documents are true, correct and complete; that the
Borrower is not in violation of any of the covenants contained in this Agreement
and the other Loan Documents; that, after giving effect to the transactions
contemplated by this Agreement, no Default or Event of Default has occurred and
is continuing; and that the Borrower has satisfied each of the closing
conditions.

                  (ii)     Certificate of Secretary of the Borrower and
Guarantors. The Administrative Agent shall have received a certificate of the
secretary or assistant secretary of the Borrower and each Guarantor certifying
as to the incumbency and genuineness of the signature of each officer of the
Borrower and each Guarantor executing Loan Documents to which it is a party and
certifying that attached thereto is a true, correct and complete copy of (A) the
articles of incorporation of the Borrower and each Guarantor and all amendments
thereto, certified as of a recent date by the appropriate Governmental Authority
in its jurisdiction of incorporation, (B) the bylaws of the Borrower and each
Guarantor as in effect on the date of such certifications, (C) resolutions duly
adopted by the Board of Directors of the Borrower and each Guarantor authorizing
the borrowings contemplated hereunder and the execution, delivery and
performance of this Agreement and the other Loan Documents to which it is a
party, and (D) each certificate required to be delivered pursuant to Section
6.2(b)(iii).

                  (iii)    Certificates of Good Standing. The Administrative
Agent shall have received certificates as of a recent date of the good standing
of the Borrower and each Guarantor under the laws of its jurisdiction of
organization and, to the extent requested by the Administrative Agent, each
other jurisdiction where the Borrower is qualified to do business and a
certificate of the relevant taxing authorities of such jurisdictions certifying
that such Person has filed required tax returns and owes no delinquent taxes.

                  (iv)     Opinions of Counsel. The Administrative Agent shall
have received favorable opinions of counsel to the Borrower addressed to the
Administrative Agent and the Lenders with respect to the Borrower, the Loan
Documents and such other matters as the Lenders shall request, all in form and
substance reasonably satisfactory to the Administrative Agent.

                  (v)      Tax Forms. The Administrative Agent shall have
received copies of the United States Internal Revenue Service forms required by
Section 5.11(e) hereof.


                                       42
<PAGE>

         (c)      Collateral.

                  (i)      Filings and Recordings. All filings and recordations
that are necessary to perfect the security interests of the Lenders in the
collateral described in the Security Documents (including, without limitation,
Assignment Agreements and Notices of Assignment executed by the applicable Loan
Party (but not the Governmental Authority party thereto) with respect to each
Material Government Contract existing as of the Closing Date) shall have been
received by the Administrative Agent and the Administrative Agent shall have
received evidence reasonably satisfactory thereto that upon such filings and
recordations such security interests constitute valid and perfected first
priority Liens therein.

                  (ii)     Pledged Collateral. The Administrative Agent shall
have received (A) original stock certificates or other certificates evidencing
the capital stock or other ownership interests pledged pursuant to the
Collateral Agreement (to the extent such ownership interests are certificated),
together with an undated stock power for each such certificate duly executed in
blank by the registered owner thereof and (B) each original promissory note
pledged pursuant to the Collateral Agreement.

                  (iii)    Lien Search. The Administrative Agent shall have
received the results of a Lien search (including a search as to judgments,
pending litigation and tax matters) made against the Borrower and each
Restricted Domestic Subsidiary under the UCC (or applicable judicial docket) as
in effect in any state in which any of its assets are located, indicating among
other things that its assets are free and clear of any Lien except for Liens
permitted hereunder or released in connection herewith.

                  (iv)     Hazard and Liability Insurance. The Administrative
Agent shall have received certificates of insurance, evidence of payment of all
insurance premiums for the current policy year of each, and, if requested by the
Administrative Agent, copies (certified by a Responsible Officer) of insurance
policies in the form required under the Security Documents and otherwise in form
and substance reasonably satisfactory to the Administrative Agent.

                  (v)      Title Insurance. The Administrative Agent shall have
received a marked-up commitment for a policy of title insurance, insuring
Lenders' first priority Liens and showing no Liens prior to Lenders' Liens other
than for ad valorem taxes not yet due and payable, with title insurance
companies reasonably acceptable to the Administrative Agent on the property
subject to the Mortgages, with the final title insurance policy being delivered
within thirty (30) days after the Closing Date. Further, the Borrower agrees to
provide or obtain any customary affidavits and indemnities as may be required or
necessary to obtain title insurance satisfactory to the Administrative Agent.

                  (vi)     Title Exceptions. The Administrative Agent shall have
received copies of all recorded documents creating exceptions to the title
policy referred to in Section 6.2(c)(v).


                                       43
<PAGE>

                  (vii)    Matters Relating to Flood Hazard Properties. The
Administrative Agent shall have received a certification from the National
Research Center, or any successor agency thereto, regarding each parcel of real
property subject to the Mortgages.

                  (viii)   Surveys. The Administrative Agent shall have received
copies of as-built surveys of a recent date of each parcel of real property
subject to the Mortgages certified as of a recent date by a registered engineer
or land surveyor. Each such survey shall be accompanied by an affidavit (a
"Survey Affidavit") of an authorized signatory of the owner of such property
stating that there have been no improvements or encroachments to the property
since the date of the respective survey such that the existing survey is no
longer accurate. Such survey shall show the area of such property, all
boundaries of the land with courses and distances indicated, including chord
bearings and arc and chord distances for all curves, and shall show dimensions
and locations of all easements, private drives, roadways, and other facts
materially affecting such property, and shall show such other details as the
Administrative Agent may reasonably request, including, without limitation, any
encroachment (and the extent thereof in feet and inches) onto the property or by
any of the improvements on the property upon adjoining land or upon any easement
burdening the property; any improvements, to the extent constructed, and the
relation of the improvements by distances to the boundaries of the property, to
any easements burdening the property, and to the established building lines and
the street lines; and if improvements are existing, (A) a statement of the
number of each type of parking space required by applicable laws, ordinances,
orders, rules, regulations, restrictive covenants and easements affecting the
improvement, and the number of each such type of parking space provided, and (B)
the locations of all utilities serving the improvement.

                  (ix)     Environmental Assessments. The Administrative Agent
shall have received a Phase I environmental assessment and such other
environmental report reasonably requested by the Administrative Agent regarding
each parcel of real property subject to the Mortgages by an environmental
engineering firm acceptable to the Administrative Agent showing no environmental
conditions or liabilities in violation of Environmental Laws that could
reasonably be expected to have a Material Adverse Effect.

                  (x)      Appraisals. The Administrative Agent shall have
received appraisals of each parcel of real property subject to the Mortgages, in
form and substance satisfactory to the Agents.

                  (xi)     Other Real Property Information. The Administrative
Agent shall have received such other certificates, documents and information as
are reasonably requested by the Lenders, including, without limitation,
engineering and structural reports, permanent certificates of occupancy and
evidence of zoning compliance, each in form and substance reasonably
satisfactory to the Administrative Agent.

         (d)      Consents; Defaults.

                  (i)      Governmental and Third Party Approvals. The Borrower
shall have obtained all necessary approvals, authorizations and consents of any
Person and of all


                                       44
<PAGE>

Governmental Authorities and courts having jurisdiction with respect to the
transactions contemplated by this Agreement and the other Loan Documents.

                  (ii)     No Injunction, Etc. No action, proceeding,
investigation, regulation or legislation shall have been instituted, threatened
or proposed before any Governmental Authority to enjoin, restrain, or prohibit,
or to obtain substantial damages in respect of, or which is related to or arises
out of this Agreement or the other Loan Documents or the consummation of the
transactions contemplated hereby or thereby, or which, in the Administrative
Agent's sole discretion, would make it inadvisable to consummate the
transactions contemplated by this Agreement and such other Loan Documents.

                  (iii)    No Event of Default. No Default or Event of Default
shall have occurred and be continuing.

         (e)      Financial Matters.

                           (i)      Financial Statements. The Agents shall have
received the most recent audited Consolidated financial statements of the
Borrower and its Subsidiaries, all in form and substance reasonably satisfactory
to the Agents and prepared in accordance with GAAP.

                           (ii)     Financial Condition Certificate. The
Borrower shall have delivered to the Administrative Agent a certificate, in form
and substance satisfactory to the Administrative Agent, and certified as
accurate by a Responsible Officer, that (A) the Borrower and each of its
Subsidiaries are each Solvent, (B) the Borrower's payables are current and not
past due, (C) attached thereto are calculations evidencing compliance on a pro
forma basis with the covenants contained in Article X hereof, (D) the financial
projections previously delivered to the Administrative Agent represent the good
faith estimates (utilizing reasonable assumptions) of the financial condition
and operations of the Borrower and its Subsidiaries and (E) attached thereto is
a calculation of the Applicable Margin pursuant to Section 5.1(c).

                           (iii)    Payment at Closing; Fee Letters. The
Borrower shall have paid to the Administrative Agent and the Lenders the fees
set forth or referenced in Section 5.3 and any other accrued and unpaid fees or
commissions due hereunder (including, without limitation, reasonable legal fees
and expenses) and to any other Person such amount as may be due thereto in
connection with the transactions contemplated hereby, including all taxes, fees
and other charges in connection with the execution, delivery, recording, filing
and registration of any of the Loan Documents.

         (f)      Miscellaneous.

                  (i)      Notice of Borrowing. The Administrative Agent shall
have received a Notice of Borrowing, as applicable, from the Borrower in
accordance with Section 2.3(a) and Section 4.2, and a Notice of Account
Designation specifying the account or accounts to which the proceeds of any
Loans made after the Closing Date are to be disbursed.


                                       45
<PAGE>

                  (ii)     Existing Facility. The Existing Facility shall be
repaid in full and terminated and all collateral security therefor shall be
released, and the Administrative Agent shall have received a pay-off letter in
form and substance reasonably satisfactory to it evidencing such repayment,
termination, reconveyance and release.

                  (iii)    Rating of the Facility and the Borrower. The Borrower
shall have received a senior secured debt rating from Standard and Poor's Rating
Services, a division of The McGraw-Hill Companies, and Moody's Investors
Service, Inc.

                  (iv)     Sale of the Assets Currently Owned by the TROL. The
Borrower shall have effected the purchase of all of the real estate assets
currently owned by the TROL and all outstanding Debt in connection with the
TROL's credit facility shall be repaid in full and terminated and all collateral
security therefor shall be released, and the Administrative Agent shall have
received a pay-off letter in form and substance reasonably satisfactory to it
evidencing such repayment, termination, reconveyance and release.

                  (v)      Other Documents. All opinions, certificates and other
instruments and all proceedings in connection with the transactions contemplated
by this Agreement shall be satisfactory in form and substance to the Agents. The
Agents shall have received copies of all other documents, certificates and
instruments reasonably requested thereby, with respect to the transactions
contemplated by this Agreement.

         SECTION 6.3       Conditions to All Extensions of Credit. The
obligations of the Lenders to make any Extensions of Credit (including the
initial Extension of Credit), convert or continue any Loan and/or the Issuing
Lenders to issue or extend any Letter of Credit are subject to the satisfaction
of the following conditions precedent on the relevant borrowing, continuation,
conversion, issuance or extension date:

                  (a)      Continuation of Representations and Warranties. The
representations and warranties contained in Article VII shall be true and
correct on and as of such borrowing, continuation, conversion, issuance or
extension date with the same effect as if made on and as of such date, except
for any representation and warranty made as of an earlier date, which
representation and warranty shall remain true and correct as of such earlier
date.

                  (b)      No Existing Default. No Default or Event of Default
shall have occurred and be continuing (i) on the borrowing, continuation or
conversion date with respect to such Loan or after giving effect to the Loans to
be made, continued or converted on such date or (ii) on the issuance or
extension date with respect to such Letter of Credit or after giving effect to
the issuance or extension of such Letter of Credit on such date.

                  (c)      Notices. The Administrative Agent shall have received
a Notice of Borrowing or Notice of Conversion/Continuation, as applicable, from
the Borrower in accordance with Section 2.3(a) and Section 4.2.

                  (d)      Additional Documents. The Administrative Agent shall
have received each additional document, instrument, legal opinion or other item
reasonably requested by it.


                                       46
<PAGE>

                                   ARTICLE VII

                 REPRESENTATIONS AND WARRANTIES OF THE BORROWER

         SECTION 7.1       Representations and Warranties. To induce the
Administrative Agent and Lenders to enter into this Agreement and to induce the
Lenders to make Extensions of Credit, the Borrower hereby represents and
warrants to the Administrative Agent and Lenders both before and after giving
effect to the transactions contemplated hereunder that:

         (a)      Organization; Power; Qualification. Each of the Borrower and
its Subsidiaries is duly organized, validly existing and in good standing (or
its equivalent) under the laws of the jurisdiction of its incorporation or
formation, has the power and authority to own its properties and to carry on its
business as now being and hereafter proposed to be conducted and is duly
qualified and authorized to do business in each jurisdiction in which the
character of its properties or the nature of its business requires such
qualification and authorization, except where such failure to qualify could not
reasonably be expected to result in a Material Adverse Effect. The jurisdictions
in which the Borrower and its Subsidiaries are organized and qualified to do
business as of the Closing Date are described on Schedule 7.1(a).

         (b)      Ownership. Each Subsidiary of the Borrower as of the Closing
Date is listed on Schedule 7.1(b). As of the Closing Date, the capitalization of
the Borrower and its Subsidiaries consists of the number of shares, authorized,
issued and outstanding, of such classes and series, with or without par value,
described on Schedule 7.1(b). All outstanding shares have been duly authorized
and validly issued and are fully paid and nonassessable, with no personal
liability attaching to the ownership thereof, and not subject to any preemptive
or similar rights. The shareholders of the Subsidiaries of the Borrower and the
number of shares owned by each as of the Closing Date are described on Schedule
7.1(b). As of the Closing Date, there are no outstanding stock purchase
warrants, subscriptions, options, securities, instruments or other rights of any
type or nature whatsoever, which are convertible into, exchangeable for or
otherwise provide for or permit the issuance of capital stock of the Borrower or
its Subsidiaries, except as described on Schedule 7.1(b).

         (c)      Authorization of Agreement, Loan Documents and Borrowing. Each
of the Borrower and its Restricted Subsidiaries has the right, power and
authority and has taken all necessary corporate and other action to authorize
the execution, delivery and performance of this Agreement and each of the other
Loan Documents to which it is a party in accordance with their respective terms.
This Agreement and each of the other Loan Documents have been duly executed and
delivered by the duly authorized officers of the Borrower and each of its
Subsidiaries party thereto, and each such document constitutes the legal, valid
and binding obligation of the Borrower or its Subsidiary party thereto,
enforceable in accordance with its terms, except as such enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium or similar state
or federal debtor relief laws from time to time in effect which affect the
enforcement of creditors' rights in general and the availability of equitable
remedies.


                                       47
<PAGE>

         (d)      Compliance of Agreement, Loan Documents and Borrowing with
Laws, Etc. The execution, delivery and performance by the Borrower and its
Subsidiaries of the Loan Documents to which each such Person is a party, in
accordance with their respective terms, the Extensions of Credit hereunder and
the transactions contemplated hereby do not and will not, by the passage of
time, the giving of notice or otherwise, (i) require any Governmental Approval
or violate any Applicable Law relating to the Borrower or any of its
Subsidiaries, (ii) conflict with, result in a breach of or constitute a default
under the articles of incorporation, bylaws or other organizational documents of
the Borrower or any of its Subsidiaries or, except as could not reasonably be
expected to result in a Material Adverse Effect, any indenture, agreement or
other instrument to which such Person is a party or by which any of its
properties may be bound or any Governmental Approval relating to such Person,
(iii) result in or require the creation or imposition of any Lien upon or with
respect to any property now owned or hereafter acquired by such Person other
than Liens arising under the Loan Documents or (iv) require any consent or
authorization of, filing with, or other act in respect of, an arbitrator or
Governmental Authority and no consent of any other Person is required in
connection with the execution, delivery, performance, validity or enforceability
of this Agreement except, in each case, (w) as may be required by laws affecting
the offering and sale of securities generally, (x) filings with the United
States Copyright Office and/or the United States Patent and Trademark Office,
(y) filings under the UCC and/or the Assignment of Claims Act (or analogous
state Applicable Law) and (z) those notices, consents and authorizations which
have been obtained prior to the Closing Date.

         (e)      Compliance with Law; Governmental Approvals. Each of the
Borrower and its Subsidiaries (i) has all Governmental Approvals required by any
Applicable Law for it to conduct its business, each of which is in full force
and effect, is final and not subject to review on appeal and is not the subject
of any pending or, to the best of its knowledge, threatened attack by direct or
collateral proceeding, (ii) is in compliance with each Governmental Approval
applicable to it and in compliance with all other Applicable Laws relating to it
or any of its respective properties and (iii) has timely filed all material
reports, documents and other materials required to be filed by it under all
Applicable Laws with any Governmental Authority and has retained all material
records and documents required to be retained by it under Applicable Law in each
case, except as could not reasonably be expected to result in a Material Adverse
Effect.

         (f)      Tax Returns and Payments. Each of the Borrower and its
Subsidiaries has duly filed or caused to be filed all federal, state, local and
other tax returns required by Applicable Law to be filed, and has paid, or made
adequate provision for the payment of, all federal, state, local and other
taxes, assessments and governmental charges or levies upon it and its property,
income, profits and assets which are due and payable except for such taxes,
assessments, charges and levies being contested in good faith by appropriate
proceedings. Such returns accurately reflect in all material respects all
liability for taxes of the Borrower and its Subsidiaries for the periods covered
thereby. There is no ongoing audit or examination or, to the knowledge of the
Borrower, other investigation by any Governmental Authority of the tax liability
of the Borrower and its Subsidiaries that could reasonably be expected to result
in a Material Adverse Effect. No Governmental Authority has asserted any Lien or
other claim against the Borrower or any Subsidiary thereof with respect to
unpaid taxes which has not been discharged or resolved other than any lien or
claim being contested in good faith by appropriate proceedings. The charges,
accruals and reserves on the books of the Borrower and any of its Subsidiaries
in respect of


                                       48
<PAGE>

federal, state, local and other taxes for all Fiscal Years and portions thereof
since the organization of the Borrower and any of its Subsidiaries are in the
judgment of the Borrower adequate, and the Borrower does not anticipate any
additional taxes or assessments for any of such years.

         (g)      Intellectual Property Matters. Each of the Borrower and its
Restricted Subsidiaries owns or possesses rights to use all franchises,
licenses, copyrights, copyright applications, patents, patent rights or
licenses, patent applications, trademarks, trademark rights, service mark,
service mark rights, trade names, trade name rights, copyrights and rights with
respect to the foregoing which are required to conduct its business. No event
has occurred which permits, or after notice or lapse of time or both would
permit, the revocation or termination of any such rights, and neither the
Borrower nor any Restricted Subsidiary thereof is liable to any Person for
infringement under Applicable Law with respect to any such rights as a result of
its business operations.

         (h)      Environmental Matters.

                  (i)      The properties owned, leased or operated by the
Borrower and its Subsidiaries now or in the past do not contain, and to their
knowledge have not previously contained, any Hazardous Materials in amounts or
concentrations which (A) constitute or constituted a violation of applicable
Environmental Laws or (B) could give rise to liability under applicable
Environmental Laws;

                  (ii)     The Borrower, each Subsidiary and such properties and
all operations conducted in connection therewith are in material compliance, and
have been in material compliance, with all applicable Environmental Laws, and
there is no contamination at, under or about such properties or such operations
which could interfere with the continued operation of such properties or impair
the fair saleable value thereof;

                  (iii)    Neither the Borrower nor any Subsidiary thereof has
received any written notification of any notice of violation, alleged violation,
non-compliance, liability or potential liability regarding environmental
matters, Hazardous Materials, or compliance with Environmental Laws, nor does
the Borrower or any Subsidiary thereof have knowledge or reason to believe that
any such notice will be received or is being threatened;

                  (iv)     Hazardous Materials have not been transported or
disposed of to or from the properties owned, leased or operated by the Borrower
and its Subsidiaries in material violation of, or in a manner or to a location
which could give rise to material liability under, Environmental Laws, nor have
any Hazardous Materials been generated, treated, stored or disposed of at, on or
under any of such properties in material violation of, or in a manner that could
give rise to material liability under, any applicable Environmental Laws;

                  (v)      No judicial proceedings or governmental or
administrative action is pending, or, to the knowledge of the Borrower,
threatened, under any Environmental Law to which the Borrower or any Subsidiary
thereof is or will be named as a potentially responsible party with respect to
such properties or operations conducted in connection therewith, nor are


                                       49
<PAGE>

there any consent decrees or other decrees, consent orders, administrative
orders or other orders, or other administrative or judicial requirements
outstanding under any Environmental Law with respect to Borrower, any Subsidiary
or such properties or such operations; and

                  (vi)     There has been no release, or to the best of the
Borrower's knowledge, threat of release, of Hazardous Materials at or from
properties owned, leased or operated by the Borrower or any Subsidiary, now or
in the past, in violation of or in amounts or in a manner that could give rise
to liability under Environmental Laws.

         (i)      ERISA.

                  (i)      As of the Closing Date, neither the Borrower nor any
ERISA Affiliate maintains or contributes to, or has any obligation under, any
Employee Benefit Plans other than those identified on Schedule 7.1(i);

                  (ii)     The Borrower and each ERISA Affiliate is in material
compliance with all applicable provisions of ERISA and the regulations and
published interpretations thereunder with respect to all Employee Benefit Plans
except for any required amendments for which the remedial amendment period as
described in Section 401(b) of the Code has not yet expired and except where a
failure to so comply could not reasonably be expected to have a Material Adverse
Effect. Each Employee Benefit Plan that is intended to be qualified under
Section 401(a) of the Code has been determined by the Internal Revenue Service
to be so qualified, and each trust related to such plan has been determined to
be exempt under Section 501(a) of the Code except for such plans that have not
yet received determination letters but for which the remedial amendment period
for submitting a determination letter has not yet expired. No liability has been
incurred by the Borrower or any ERISA Affiliate which remains unsatisfied for
any taxes or penalties with respect to any Employee Benefit Plan or any
Multiemployer Plan except for a liability that could not reasonably be expected
to have a Material Adverse Effect;

                  (iii)    As of the Closing Date, no Pension Plan has been
terminated, nor has any accumulated funding deficiency (as defined in Section
412 of the Code) been incurred (without regard to any waiver granted under
Section 412 of the Code), nor has any funding waiver from the Internal Revenue
Service been received or requested with respect to any Pension Plan, nor has the
Borrower or any ERISA Affiliate failed to make any contributions or to pay any
amounts due and owing as required by Section 412 of the Code, Section 302 of
ERISA or the terms of any Pension Plan prior to the due dates of such
contributions under Section 412 of the Code or Section 302 of ERISA, nor has
there been any event requiring any disclosure under Section 4041(c)(3)(C) or
4063(a) of ERISA with respect to any Pension Plan;

                  (iv)     Except where the failure of any of the following
representations to be correct in all material respects could not reasonably be
expected to have a Material Adverse Effect, neither the Borrower nor any ERISA
Affiliate has: (A) engaged in a nonexempt prohibited transaction described in
Section 406 of the ERISA or Section 4975 of the Code, (B) incurred any liability
to the PBGC which remains outstanding other than the payment of premiums and
there are no premium payments which are due and unpaid, (C) failed to make a


                                       50
<PAGE>

required contribution or payment to a Multiemployer Plan, or (D) failed to make
a required installment or other required payment under Section 412 of the Code;

                  (v)      No Termination Event has occurred or is reasonably
expected to occur; and

                  (vi)     Except where the failure of any of the following
representations to be correct in all material respects could not reasonably be
expected to have a Material Adverse Effect, no proceeding, claim (other than a
benefits claim in the ordinary course of business), lawsuit and/or investigation
is existing or, to the best knowledge of the Borrower after due inquiry,
threatened concerning or involving any (A) employee welfare benefit plan (as
defined in Section 3(1) of ERISA) currently maintained or contributed to by the
Borrower or any ERISA Affiliate, (B) Pension Plan or (C) Multiemployer Plan.

         (j)      Margin Stock. Neither the Borrower nor any Subsidiary thereof
is engaged principally or as one of its activities in the business of extending
credit for the purpose of "purchasing" or "carrying" any "margin stock" (as each
such term is defined or used, directly or indirectly, in Regulation U of the
Board of Governors of the Federal Reserve System). No part of the proceeds of
any of the Loans or Letters of Credit will be used for purchasing or carrying
margin stock or for any purpose which violates, or which would be inconsistent
with, the provisions of Regulation T, U or X of such Board of Governors.

         (k)      Government Regulation. Neither the Borrower nor any Subsidiary
thereof is an "investment company" or a company "controlled" by an "investment
company" (as each such term is defined or used in the Investment Company Act of
1940, as amended) and neither the Borrower nor any Subsidiary thereof is, or
after giving effect to any Extension of Credit will be, subject to regulation
under the Public Utility Holding Company Act of 1935 or the Interstate Commerce
Act, each as amended, or any other Applicable Law which limits its ability to
incur or consummate the transactions contemplated hereby.

         (l)      Material Contracts. Schedule 7.1(l) sets forth a complete and
accurate list of all Material Contracts of the Borrower and its Subsidiaries in
effect as of the Closing Date not listed on any other Schedule hereto; other
than as set forth in Schedule 7.1(l), each such Material Contract is, and after
giving effect to the consummation of the transactions contemplated by the Loan
Documents will be, in full force and effect in accordance with the terms
thereof. To the extent requested by the Administrative Agent, the Borrower and
its Subsidiaries have delivered to the Administrative Agent a true and complete
copy of each Material Contract required to be listed on Schedule 7.1(l) or any
other Schedule hereto. Neither the Borrower nor any Subsidiary (nor, to the
knowledge of the Borrower, any other party thereto) is in breach of or in
default under any Material Contract in any material respect.

         (m)      Employee Relations. Neither the Borrower nor any Restricted
Subsidiary is, as of the Closing Date, party to any collective bargaining
agreement nor has any labor union been recognized as the representative of its
employees except as set forth on Schedule 7.1(m). The Borrower knows of no
pending, threatened or contemplated strikes, work stoppage or other collective
labor disputes involving its employees or those of its Restricted Subsidiaries.


                                       51
<PAGE>

         (n)      Burdensome Provisions. Neither the Borrower nor any Subsidiary
thereof is a party to any indenture, agreement, lease or other instrument, or
subject to any corporate or partnership restriction, Governmental Approval or
Applicable Law which in the foreseeable future could be reasonably expected to
have a Material Adverse Effect. The Borrower and its Subsidiaries do not
presently anticipate that future expenditures needed to meet the provisions of
any statutes, orders, rules or regulations of a Governmental Authority will be
so burdensome as to have a Material Adverse Effect. No Subsidiary is party to
any agreement or instrument or otherwise subject to any restriction or
encumbrance that restricts or limits its ability to make dividend payments or
other distributions in respect of its capital stock to the Borrower or any
Subsidiary or to transfer any of its assets or properties to the Borrower or any
other Subsidiary in each case other than existing under or by reason of the Loan
Documents or Applicable Law.

         (o)      Financial Statements. The (i) audited Consolidated balance
sheet of the Borrower and its Subsidiaries as of December 30, 2001 and the
related audited statements of income and retained earnings and cash flows for
the Fiscal Year then ended and (ii) unaudited Consolidated balance sheet of the
Borrower and its Subsidiaries as of September 29, 2002 and related unaudited
interim statements of income and retained earnings, copies of which have been
furnished to the Administrative Agent and each Lender, are complete and correct
and fairly present on a Consolidated basis the assets, liabilities and financial
position of the Borrower and its Subsidiaries as at such dates, and the results
of the operations and changes of financial position for the periods then ended
(other than customary year-end adjustments for unaudited financial statements).
All such financial statements, including the related schedules and notes
thereto, have been prepared in accordance with GAAP. The Borrower and its
Subsidiaries have no Debt, obligation or other unusual forward or long-term
commitment which is not fairly reflected in the foregoing financial statements
or in the notes thereto.

         (p)      No Material Adverse Change. Since December 30, 2001, there has
been no material adverse change in the properties, business, operations,
prospects, or condition (financial or otherwise) of the Borrower and its
Subsidiaries and no event has occurred or condition arisen that could reasonably
be expected to have a Material Adverse Effect.

         (q)      Solvency. As of the Closing Date and after giving effect to
each Extension of Credit made hereunder, the Borrower and each of its
Subsidiaries will be Solvent.

         (r)      Titles to Properties. Each of the Borrower and its
Subsidiaries has such title to the real property owned or leased by it as is
necessary or desirable to the conduct of its business and valid and legal title
to all of its personal property and assets, including, but not limited to, those
reflected on the balance sheets of the Borrower and its Subsidiaries delivered
pursuant to Section 7.1(o), except those which have been disposed of by the
Borrower or its Subsidiaries subsequent to such date which dispositions have
been in the ordinary course of business or as otherwise expressly permitted
hereunder.

         (s)      Liens. None of the properties and assets of the Borrower or
any Subsidiary thereof is subject to any Lien, except Liens permitted pursuant
to Section 11.2. No financing statement under the UCC of any state which names
the Borrower or any Subsidiary thereof or


                                       52
<PAGE>

any of their respective trade names or divisions as debtor and which has not
been terminated, has been filed in any state or other jurisdiction and neither
the Borrower nor any Subsidiary thereof has signed any such financing statement
or any security agreement authorizing any secured party thereunder to file any
such financing statement, except to perfect those Liens permitted by Section
11.2 hereof and financing statements filed solely for notification purposes by
lessors and/or consignors.

         (t)      Debt and Guaranty Obligations. Schedule 7.1(t) is a complete
and correct listing of all Debt and Guaranty Obligations of the Borrower and its
Subsidiaries as of the Closing Date in excess of $1,000,000. The Borrower and
its Subsidiaries have performed and are in compliance with all of the material
terms of such Debt and Guaranty Obligations and all instruments and agreements
relating thereto, and no default or event of default, or event or condition
which with notice or lapse of time or both would constitute such a default or
event of default on the part of the Borrower or any of its Subsidiaries exists
with respect to any such Debt or Guaranty Obligation.

         (u)      Litigation. Except for matters existing on the Closing Date
and set forth on Schedule 7.1(u), there are no actions, suits or proceedings
pending nor, to the knowledge of the Borrower, threatened against or in any
other way relating adversely to or affecting the Borrower or any Subsidiary
thereof or any of their respective properties in any court or before any
arbitrator of any kind or before or by any Governmental Authority, in each case
except as could not reasonably be expected to result in a Material Adverse
Effect.

         (v)      Absence of Defaults. No event has occurred or is continuing
which constitutes a Default or an Event of Default, or which constitutes, or
which with the passage of time or giving of notice or both would constitute, a
default or event of default by the Borrower or any Restricted Subsidiary under
any Material Contract or judgment, decree or order to which the Borrower or its
Subsidiaries is a party or by which the Borrower or its Subsidiaries or any of
their respective properties may be bound or which would require the Borrower or
its Subsidiaries to make any payment thereunder prior to the scheduled maturity
date therefor.

         (w)      Senior Debt Status. The Obligations of the Borrower and each
of its Subsidiaries under this Agreement and each of the other Loan Documents
ranks and shall continue to rank senior in priority of payment to all
Subordinated Debt and all senior unsecured Debt of each such Person and is
designated as "Senior Indebtedness" under all instruments and documents, now or
in the future, relating to all Subordinated Debt and all senior unsecured Debt
of such Person.

         (x)      Accuracy and Completeness of Information. All written
information, reports and other papers and data produced by or on behalf of the
Borrower or any Subsidiary thereof (other than financial projections, which
shall be subject to the standard set forth in Section 8.1(c)) and furnished to
the Lenders were, at the time the same were so furnished, complete and correct
in all material respects to the extent necessary to give the recipient a true
and accurate knowledge of the subject matter. No document furnished or written
statement made to the Administrative Agent or the Lenders by the Borrower or any
Subsidiary thereof in connection with the negotiation, preparation or execution
of this Agreement or any of the Loan Documents contains or will contain any
untrue statement of a fact material to the creditworthiness of the Borrower or


                                       53
<PAGE>


its Subsidiaries or omits or will omit to state a fact necessary in order to
make the statements contained therein not misleading. The Borrower has disclosed
in writing to the Administrative Agent all pending claims or matters that could
reasonably be expected to have a Material Adverse Effect.

         SECTION 7.2       Survival of Representations and Warranties, Etc. All
representations and warranties set forth in this Article VII and all
representations and warranties contained in any certificate, or any of the Loan
Documents (including, but not limited to, any such representation or warranty
made in or in connection with any amendment thereto) shall constitute
representations and warranties made under this Agreement. All representations
and warranties made under this Agreement shall be made or deemed to be made at
and as of the Closing Date (except those that are expressly made as of a
specific date), shall survive the Closing Date and shall not be waived by the
execution and delivery of this Agreement, any investigation made by or on behalf
of the Lenders or any borrowing hereunder.

                                  ARTICLE VIII

                        FINANCIAL INFORMATION AND NOTICES

         Until all the Obligations have been paid and satisfied in full and the
Commitments terminated, unless consent has been obtained in the manner set forth
in Section 14.11, the Borrower will furnish or cause to be furnished to the
Administrative Agent at the Administrative Agent's Office at the address set
forth in Section 14.1 and to the Lenders at their respective addresses as set
forth in the Register, or such other office as may be designated by the
Administrative Agent and Lenders from time to time:

         SECTION 8.1       Financial Statements and Projections.

         (a)      Quarterly Financial Statements. As soon as practicable and in
any event within forty-five (45) days after the end of each of the first three
fiscal quarters of each Fiscal Year (or, if either such date is earlier, on the
date of any required public filing thereof, or five (5) days following any date
on which the Borrower may be required to file such statements), an unaudited
Consolidated balance sheet of the Borrower and its Subsidiaries as of the close
of such fiscal quarter and unaudited Consolidated statements of income, retained
earnings and cash flows for the fiscal quarter then ended and that portion of
the Fiscal Year then ended, including the notes thereto, all in reasonable
detail setting forth in comparative form the corresponding figures as of the end
of and for the corresponding period in the preceding Fiscal Year and prepared by
the Borrower in accordance with GAAP and, if applicable, containing disclosure
of the effect on the financial position or results of operations of any change
in the application of accounting principles and practices during the period, and
certified by the chief financial officer of the Borrower to present fairly in
all material respects the financial condition of the Borrower and its
Subsidiaries on a Consolidated basis as of their respective dates and the
results of operations of the Borrower and its Subsidiaries for the respective
periods then ended, subject to normal year end adjustments. Delivery by the
Borrower to the Administrative Agent for the benefit of the Lenders of the
Borrower's quarterly report to the SEC on Form 10-Q with respect to any fiscal


                                       54
<PAGE>

quarter within the period specified above shall be deemed to be compliance by
the Borrower with this Section 8.1(a).

         (b)      Annual Financial Statements. As soon as practicable and in any
event within ninety (90) days after the end of each Fiscal Year (or, if either
such date is earlier, on the date of any required public filing thereof, or five
(5) days following any date on which the Borrower may be required to file such
statements), an audited Consolidated balance sheet of the Borrower and its
Subsidiaries as of the close of such Fiscal Year and audited Consolidated
statements of income, retained earnings and cash flows for the Fiscal Year then
ended, including the notes thereto, all in reasonable detail setting forth in
comparative form the corresponding figures as of the end of and for the
preceding Fiscal Year and audited by an independent certified public accounting
firm acceptable to the Administrative Agent in accordance with GAAP and, if
applicable, containing disclosure of the effect on the financial position or
results of operations of any change in the application of accounting principles
and practices during the year, and accompanied by a report thereon by such
certified public accountants that is not qualified with respect to scope
limitations imposed by the Borrower or any of its Subsidiaries or with respect
to accounting principles followed by the Borrower or any of its Subsidiaries not
in accordance with GAAP. Delivery by the Borrower to the Administrative Agent
for the benefit of the Lenders of the Borrower's annual report to the SEC on
Form 10-K with respect to any fiscal year within the period specified above
shall be deemed to be compliance by the Borrower with this Section 8.1(b).

         (c)      Annual Business Plan and Financial Projections. As soon as
practicable and in any event within fifteen (15) days prior to the beginning of
each Fiscal Year commencing for Fiscal Year 2004, a business plan of the
Borrower and its Subsidiaries for the ensuing Fiscal Year, such plan to be
prepared in accordance with GAAP and to include the following: an operating and
capital budget, a projected income statement, statement of cash flows and
balance sheet and a report containing management's discussion and analysis of
such projections, accompanied by a certificate from the chief financial officer
of the Borrower to the effect that, to the best of such officer's knowledge,
such projections are good faith estimates (utilizing reasonable assumptions) of
the financial condition and operations of the Borrower and its Subsidiaries for
such four (4) quarter period.

         SECTION 8.2       Officer's Compliance Certificate. At each time
financial statements are delivered pursuant to Sections 8.1(a) or (b) and at
such other times as the Administrative Agent shall reasonably request, a
certificate of the chief financial officer or the treasurer of the Borrower in
the form of Exhibit F attached hereto (an "Officer's Compliance Certificate").

         SECTION 8.3       Annual Accountants' Certificate. At each time
financial statements are delivered pursuant to Section 8.1(b), a certificate of
the independent public accountants certifying such financial statements
addressed to the Administrative Agent for the benefit of the Lenders:

         (a)      stating that in making the examination necessary for the
certification of such financial statements, they obtained no knowledge of any
Default or Event of Default or, if such is


                                       55
<PAGE>

not the case, specifying such Default or Event of Default and its nature and
period of existence; and

         (b)      including the calculations reviewed by such accountants in
connection with their audit of the Consolidated financial statements required to
establish whether or not the Borrower and its Subsidiaries are in compliance
with the financial covenants set forth in Article X hereof as at the end of each
respective period.

         SECTION 8.4       Other Reports.

         (a)      Promptly upon receipt thereof, copies of all material reports,
if any, submitted to the Borrower or its Board of Directors by its independent
public accountants in connection with their auditing function, including,
without limitation, any management report and any management responses thereto;
and

         (b)      Such other information regarding the operations, business
affairs and financial condition of the Borrower or any of its Subsidiaries as
the Administrative Agent or any Lender may reasonably request.

         SECTION 8.5       Notice of Litigation and Other Matters. Prompt (but
in no event later than ten (10) days after an officer of the Borrower obtains
knowledge thereof) telephonic and written notice of:

         (a)      the commencement of all proceedings and investigations by or
before any Governmental Authority and all actions and proceedings in any court
or before any arbitrator against or involving the Borrower or any Subsidiary
thereof or any of their respective properties, assets or businesses which could
reasonably be determined to result in a Material Adverse Effect;

         (b)      any notice of any material violation received by the Borrower
or any Subsidiary thereof from any Governmental Authority including, without
limitation, any notice of material violation of Environmental Laws;

         (c)      any labor controversy that has resulted in, or threatens to
result in, a strike or other work action against the Borrower or any Subsidiary
thereof which could reasonably be determined to result in a Material Adverse
Effect;

         (d)      any attachment, judgment, lien, levy or order exceeding
$1,000,000 that may be assessed against the Borrower or any Subsidiary thereof;

         (e)      (i) any Default or Event of Default, or (ii) any event which
constitutes or which with the passage of time or giving of notice or both would
constitute a default or event of default under any Material Contract to which
the Borrower or any of its Subsidiaries is a party or by which the Borrower or
any Subsidiary thereof or any of their respective properties may be bound;


                                       56
<PAGE>

         (f)      (i) any unfavorable determination letter from the Internal
Revenue Service regarding the qualification of an Employee Benefit Plan under
Section 401(a) of the Code (along with a copy thereof), (ii) all notices
received by the Borrower or any ERISA Affiliate of the PBGC's intent to
terminate any Pension Plan or to have a trustee appointed to administer any
Pension Plan, (iii) all notices received by the Borrower or any ERISA Affiliate
from a Multiemployer Plan sponsor concerning the imposition or amount of
withdrawal liability pursuant to Section 4202 of ERISA and (iv) the Borrower
obtaining knowledge or reason to know that the Borrower or any ERISA Affiliate
has filed or intends to file a notice of intent to terminate any Pension Plan
under a distress termination within the meaning of Section 4041(c) of ERISA;

         (g)      contemporaneously with the delivery of the quarterly reports
required herein, (and, upon the occurrence and during the continuation of an
Event of Default, on a more frequent basis if requested by the Administrative
Agent), a list of all Material Government Contracts which have (i) been
completed or have lapsed or terminated and not renewed or (ii) been entered
into, in each case, since the most recent list provided by the Borrower and
signed by a Responsible Officer of the Borrower as of the last Business Day of
such fiscal quarter; and

         (h)      any event which makes any of the representations set forth in
Section 7.1 inaccurate in any respect.

         SECTION 8.6       Accuracy of Information. All written information,
reports, statements and other papers and data furnished by or on behalf of the
Borrower to the Administrative Agent or any Lender whether pursuant to this
Article VIII or any other provision of this Agreement, or any of the Security
Documents, shall, at the time the same is so furnished, comply with the
representations and warranties set forth in Section 7.1(x).


                                   ARTICLE IX

                              AFFIRMATIVE COVENANTS

         Until all of the Obligations have been paid and satisfied in full and
the Commitments terminated, unless consent has been obtained in the manner
provided for in Section 14.11, the Borrower will, and will cause each of its
Restricted Subsidiaries to:

         SECTION 9.1       Preservation of Corporate Existence and Related
Matters. Except as permitted by Section 11.4, preserve and maintain its separate
corporate existence and all rights, franchises, licenses and privileges
necessary to the conduct of its business, and qualify and remain qualified as a
foreign corporation and authorized to do business in each jurisdiction in which
the failure to so qualify could reasonably be expected to have a Material
Adverse Effect.

         SECTION 9.2       Maintenance of Property. In addition to the
requirements of any of the Security Documents, protect and preserve all
properties useful in and material to its business, including copyrights,
patents, trade names, service marks and trademarks; maintain in good


                                       57
<PAGE>

working order and condition all buildings, equipment and other tangible real and
personal property; and from time to time make or cause to be made all renewals,
replacements and additions to such property necessary for the conduct of its
business, so that the business carried on in connection therewith may be
conducted in a commercially reasonable matter.

         SECTION 9.3       Insurance. Maintain insurance with financially sound
and reputable insurance companies against such risks and in such amounts as are
customarily maintained by similar businesses and as may be required by
Applicable Law and as are required by any Security Documents, and on the Closing
Date and from time to time thereafter deliver to the Administrative Agent upon
its request a detailed list of the insurance then in effect, stating the names
of the insurance companies, the amounts and rates of the insurance, the dates of
the expiration thereof and the properties and risks covered thereby.

         SECTION 9.4       Accounting Methods and Financial Records. Maintain a
system of accounting, and keep such books, records and accounts (which shall be
true and complete in all material respects) as may be required or as may be
necessary to permit the preparation of financial statements in accordance with
GAAP and in compliance with the regulations of any Governmental Authority having
jurisdiction over it or any of its properties.

         SECTION 9.5       Payment and Performance of Obligations. Pay and
perform all Obligations under this Agreement and the other Loan Documents, and
pay or perform (a) all taxes, assessments and other governmental charges that
may be levied or assessed upon it or any of its property, and (b) all other
indebtedness, obligations and liabilities in accordance with customary trade
practices; provided, that the Borrower or such Restricted Subsidiary may contest
any item described in clauses (a) or (b) of this Section 9.5 in good faith so
long as adequate reserves are maintained with respect thereto in accordance with
GAAP.

         SECTION 9.6       Compliance With Laws and Approvals. Observe and
remain in compliance in all material respects with all Applicable Laws and
maintain in full force and effect all material Governmental Approvals, in each
case applicable to the conduct of its business.

         SECTION 9.7       Environmental Laws. In addition to and without
limiting the generality of Section 9.6, (a) materially comply with, and ensure
such material compliance by all tenants and subtenants with all applicable
Environmental Laws and obtain and comply with and maintain, and ensure that all
tenants and subtenants, if any, obtain and comply with and maintain, any and all
licenses, approvals, notifications, registrations or permits required by
applicable Environmental Laws, (b) conduct and complete all investigations,
studies, sampling and testing, and all remedial, removal and other actions
required under Environmental Laws, and promptly comply with all lawful orders
and directives of any Governmental Authority regarding Environmental Laws, and
(c) defend, indemnify and hold harmless the Administrative Agent and the
Lenders, and their respective parents, Subsidiaries, Affiliates, employees,
agents, officers and directors, from and against any claims, demands, penalties,
fines, liabilities, settlements, damages, costs and expenses of whatever kind or
nature known or unknown, contingent or otherwise, arising out of, or relating to
the presence of Hazardous Materials, or the violation of, noncompliance with or
liability under any Environmental Laws applicable to the operations of the
Borrower or any such Restricted Subsidiary, or any orders, requirements or
demands of


                                       58
<PAGE>

Governmental Authorities related thereto, including, without limitation,
reasonable attorney's and consultant's fees, investigation and laboratory fees,
response costs, court costs and litigation expenses, except to the extent that
any of the foregoing directly result from the gross negligence or willful
misconduct of the party seeking indemnification therefor.

         SECTION 9.8       Compliance with ERISA. In addition to and without
limiting the generality of Section 9.6, (a) except where the failure to so
comply could not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect, (i) comply with all material applicable
provisions of ERISA and the regulations and published interpretations thereunder
with respect to all Employee Benefit Plans, (ii) not take any action or fail to
take action the result of which could be a liability to the PBGC or to a
Multiemployer Plan, (iii) not participate in any prohibited transaction that
could result in any civil penalty under ERISA or tax under the Code and (iv)
operate each Employee Benefit Plan in such a manner that will not incur any tax
liability under Section 4980B of the Code or any liability to any qualified
beneficiary as defined in Section 4980B of the Code and (b) furnish to the
Administrative Agent upon the Administrative Agent's request such additional
information about any Employee Benefit Plan as may be reasonably requested by
the Administrative Agent.

         SECTION 9.9       Compliance With Agreements. Comply in all respects
with each material term, condition and provision of all leases, agreements and
other instruments entered into in the conduct of its business including, without
limitation, any Material Contract; provided, that the Borrower or any such
Restricted Subsidiary may contest any such lease, agreement or other instrument
in good faith through applicable proceedings so long as adequate reserves are
maintained in accordance with GAAP.

         SECTION 9.10      Visits and Inspections. Permit representatives of the
Administrative Agent or any Lender, from time to time (during regular business
hours upon advance notice, provided no Default or Event of Default is
continuing), to visit and inspect its properties; inspect, audit and make
extracts from its books, records and files, including, but not limited to,
management letters prepared by independent accountants; and discuss with its
principal officers, and its independent accountants, its business, assets,
liabilities, financial condition, results of operations and business prospects.

         SECTION 9.11      Additional Subsidiaries.

         (a)      Additional Domestic Subsidiary. Notify the Administrative
Agent of (i) the redesignation of an Unrestricted Subsidiary as a Restricted
Subsidiary in accordance with Section 9.11(c) below or (ii) the creation or
acquisition of any Domestic Subsidiary, and (unless such Domestic Subsidiary has
been designated as an Unrestricted Subsidiary pursuant to Section 9.11(d))
promptly thereafter (and in any event within thirty (30) days), cause such
Person to (A) become a Guarantor by executing and delivering to the
Administrative Agent a counterpart of the Guaranty Agreement or such other
document as the Administrative Agent shall deem appropriate for such purpose,
(B) deliver to the Administrative Agent a duly executed Joinder Agreement and
comply with the terms of each Security Document, (C) deliver to the
Administrative Agent documents of the types referred to in clauses (ii) and
(iii) of Section 6.2(b) and favorable opinions of counsel to such Person (which
shall cover, among other things, the legality, validity,


                                       59
<PAGE>

binding effect and enforceability of the documentation referred to in clauses
(A) and (B)) and (D) deliver to the Administrative Agent such other documents
and closing certificates as may be reasonably requested by the Administrative
Agent, all in form, content and scope reasonably satisfactory to the
Administrative Agent.

         (b)      Additional Foreign Subsidiaries. Notify the Administrative
Agent at the time that any Person becomes a first tier Foreign Subsidiary of the
Borrower or any Restricted Subsidiary, and at the request of the Administrative
Agent, promptly thereafter (and in any event within forty-five (45) days after
such request), cause (i) the Borrower or applicable Restricted Subsidiary to
deliver to the Administrative Agent a supplement to the Security Documents
pledging sixty-five percent (65%) of the total outstanding ownership interest or
capital stock of such new Foreign Subsidiary and a consent thereto executed by
such new Foreign Subsidiary (including, without limitation, if applicable,
original stock certificates (or the equivalent thereof pursuant to the
Applicable Laws and practices of any relevant foreign jurisdiction) evidencing
the capital stock of such new Foreign Subsidiary, together with an appropriate
undated stock power for each certificate duly executed in blank by the
registered owner thereof), (ii) such Person to deliver to the Administrative
Agent documents of the types referred to in clauses (ii) and (iii) of Section
6.2(b) and favorable opinions of counsel to such Person (which shall cover,
among other things, the legality, validity, binding effect and enforceability of
the documentation referred to in clauses (i) and (ii)), and (iii) such Person to
deliver to the Administrative Agent such other documents and closing
certificates as may be reasonably requested by the Administrative Agent, all in
form, content and scope reasonably satisfactory to the Administrative Agent.

         (c)      Redesignation of Unrestricted Subsidiaries. The Borrower may,
at any time and upon written notice to the Administrative Agent, redesignate an
Unrestricted Subsidiary as a Restricted Subsidiary. Further, promptly after the
date on which the Borrower or the Administrative Agent determines that all
Unrestricted Subsidiaries and their respective Subsidiaries represent ten
percent (10%) or more of the Consolidated EBITDA of the Borrower and its
Subsidiaries (notwithstanding the definition thereof, calculated to include all
Unrestricted Subsidiaries) for the four (4) consecutive fiscal quarters most
recently ended prior to such date, then the Borrower shall promptly identify in
writing to the Administrative Agent such Unrestricted Subsidiaries to be
redesignated as Restricted Subsidiaries to cause such remaining Unrestricted
Subsidiaries and their Subsidiaries (after giving effect to such redesignation)
to represent less than ten percent (10%) of the Consolidated EBITDA of the
Borrower and its Subsidiaries (notwithstanding the definition thereof,
calculated to include all Unrestricted Subsidiaries) for the four (4)
consecutive fiscal quarters most recently ended prior to such date.

         (d)      Designation of Restricted Subsidiaries. So long as no Default
or Event of Default has occurred and is continuing, the Borrower shall be
permitted, on prior written notice to the Administrative Agent, to redesignate
any Restricted Subsidiary as an Unrestricted Subsidiary (or designate any newly
formed or acquired Subsidiary as an Unrestricted Subsidiary; provided that such
formation or acquisition is otherwise permitted hereunder), so long as the
Administrative Agent reasonably determines that at the time of such proposed
designation (or redesignation, as applicable), and after giving effect thereto,
all Unrestricted Subsidiaries and their respective Subsidiaries (including the
Subsidiary and its respective Subsidiaries to be designated or


                                       60
<PAGE>

redesignated, as applicable, as an Unrestricted Subsidiary) represent no more
than ten percent (10%) of the Consolidated EBITDA of the Borrower and its
Subsidiaries (notwithstanding the definition thereof, calculated to include all
Unrestricted Subsidiaries) for the four (4) consecutive fiscal quarters most
recently ended prior to such date. Such designation (or redesignation, as
applicable) shall have an effective date mutually acceptable to the
Administrative Agent and Borrower, but in no event earlier than five (5)
Business Days following receipt by the Administrative Agent of such written
notice.

         SECTION 9.12      Use of Proceeds. The Borrower shall use the proceeds
of the Extensions of Credit (a) to finance the acquisition of Capital Assets,
(b) to refinance the Existing Facility, (c) to acquire the Designated Assets
from the TROL for an amount not to exceed the amount outstanding under the
TROL's existing senior credit facility, (d) to fund Restricted Payments
permitted hereunder, and (e) for working capital and general corporate
requirements of the Borrower and its Subsidiaries and payment of certain fees
and expenses incurred in connection with the transactions contemplated hereby.

         SECTION 9.13      Existing Letters of Credit. Within thirty (30) days
following the Closing Date, cause the Existing Letters of Credit (other than
those issued by the Issuing Lenders) to be terminated and replaced with letters
of credit issued by a Lender, in each case in a manner reasonably satisfactory
to the Administrative Agent.

         SECTION 9.14      Landlord Consents. Promptly after Closing, the
Borrower shall diligently pursue and use all reasonable efforts to obtain
landlord consents, estoppel letters or consents and waivers, in form and
substance reasonably acceptable to the Administrative Agent, in respect of
Collateral held on leased premises.

         SECTION 9.15      Further Assurances. Make, execute and deliver all
such additional and further acts, things, deeds and instruments as the
Administrative Agent or the Required Lenders (through the Administrative Agent)
may reasonably require to document and consummate the transactions contemplated
hereby and to vest completely in and insure the Administrative Agent and the
Lenders their respective rights under this Agreement, the Notes, the Letters of
Credit and the other Loan Documents.


                                    ARTICLE X

                               FINANCIAL COVENANTS

         Until all of the Obligations have been paid and satisfied in full and
the Commitments terminated, unless consent has been obtained in the manner set
forth in Section 14.11, the Borrower and its Restricted Subsidiaries on a
Consolidated basis will not:

         SECTION 10.1      Leverage Ratio. As of any fiscal quarter end, permit
the ratio (the "Leverage Ratio") of (a) the sum of (i) Debt of the Borrower and
its Restricted Subsidiaries on such date (other than any non-recourse Debt of
Australasian Correctional Investment, Pty. Ltd.), less (ii) cash on hand of the
Borrower and its Restricted Subsidiaries, to


                                       61
<PAGE>

(b) EBITDA for the period of four (4) consecutive fiscal quarters ending on or
immediately prior to such date to be greater than the corresponding ratio set
forth below:

<TABLE>
<CAPTION>
        PERIOD                                                                          MAXIMUM RATIO
        ------                                                                          -------------
        <S>                                                                             <C>
        Closing Date through December 30, 2003                                          3.25 to 1.00
        December 31, 2003 through December 30, 2004                                     3.00 to 1.00
        December 31, 2004 through December 30, 2005                                     2.75 to 1.00
        December 31, 2005 through December 30, 2006                                     2.50 to 1.00
        December 31, 2006 through December 30, 2007                                     2.25 to 1.00
        Thereafter                                                                      2.00 to 1.00
</TABLE>

         SECTION 10.2      Fixed Charge Coverage Ratio. As of any fiscal quarter
end, permit the ratio of (a) the sum of (i) EBITDA for the period of four (4)
consecutive fiscal quarters ending on such date, plus (ii) Rental Expense, less
(iii) Capital Expenditures, to (b) the sum of (i) Interest Expense paid in cash,
(ii) any federal, state or local income taxes paid in cash by the Borrower and
its Restricted Subsidiaries, (iii) scheduled principal payments required to be
made by the Borrower and its Restricted Subsidiaries with respect to Debt, (iv)
Rental Expense and (v) Restricted Payments (excluding payments for the
repurchase of Parent Shares permitted pursuant to Section 11.6), in each case
for the period of four (4) consecutive fiscal quarters ending on such date to be
less than the corresponding ratio set forth below:

<TABLE>
<CAPTION>
        PERIOD                                                                          MINIMUM RATIO
        <S>                                                                             <C>
        Closing Date through December 30, 2003                                          1.25 to 1.00
        December 31, 2003 through December 30, 2004                                     1.30 to 1.00
        Thereafter                                                                      1.35 to 1.00
</TABLE>

         SECTION 10.3      Capital Expenditures. Permit Capital Expenditures to
be greater than $10,000,000 in the aggregate during any Fiscal Year.
Notwithstanding the foregoing, the maximum amount of Capital Expenditures
permitted by this Section 10.3 in any Fiscal Year shall be increased by the
amount of Capital Expenditures that were permitted to be made under this Section
10.3 in the immediately preceding Fiscal Year (without giving effect to any
carryover amount from prior Fiscal Years) over the amount of Capital
Expenditures actually made during such preceding Fiscal Year.

         SECTION 10.4      Minimum Net Worth. As of any fiscal quarter end,
permit Net Worth for the fiscal quarter ending on or immediately prior to such
date to be less than the sum of (a) $130,000,000, plus (b) an amount equal to
fifty percent (50%) of the Consolidated Net Income earned in each full fiscal
quarter ending after the Closing Date (with no deduction for a net loss in any
such fiscal quarter), plus (c) an amount equal to fifty percent (50%) of the
aggregate increases in Consolidated shareholders' equity of the Borrower and its
Restricted Subsidiaries after the Closing Date by reason of the issuance and
sale of capital stock or other


                                       62
<PAGE>

equity interests of the Borrower or any Restricted Subsidiary (other than
issuances to the Borrower or a Wholly-Owned Restricted Subsidiary), including
upon any conversion of debt securities of the Borrower into such capital stock
or other equity interests, minus (d) the total amount of repurchases of Parent
Shares permitted hereunder.



                                   ARTICLE XI

                               NEGATIVE COVENANTS

         Until all of the Obligations have been paid and satisfied in full and
the Commitments terminated, unless consent has been obtained in the manner set
forth in Section 14.11, the Borrower has not and will not and will not permit
any of its Restricted Subsidiaries to:

         SECTION 11.1      Limitations on Debt. Create, incur, assume or suffer
to exist any Debt except:

         (a)      the Obligations (excluding Hedging Agreements permitted
pursuant to Section 11.1(b));

         (b)      Debt incurred in connection with a Hedging Agreement with a
counterparty and upon terms and conditions (including interest rate) reasonably
satisfactory to the Administrative Agent; provided, that any counterparty that
is a Lender shall be deemed satisfactory to the Administrative Agent;

         (c)      Debt existing on the Closing Date and not otherwise permitted
under this Section 11.1, as set forth on Schedule 7.1(t), and the renewal,
refinancing, extension and replacement (but not the increase in the aggregate
principal amount) thereof;

         (d)      Debt of the Borrower and its Restricted Subsidiaries incurred
in connection with Capitalized Leases in an aggregate amount not to exceed
$3,000,000 on any date of determination;

         (e)      purchase money Debt of the Borrower and its Restricted
Subsidiaries in an aggregate amount not to exceed $3,000,000 on any date of
determination;

         (f)      Guaranty Obligations in favor of the Administrative Agent for
the benefit of the Administrative Agent and the Lenders;

         (g)      Debt in an aggregate principal amount not to exceed $5,000,000
at any time outstanding;

         (h)      Debt arising from intercompany loans from the Borrower to any
Restricted Subsidiary or from any Restricted Subsidiary to the Borrower; and


                                       63
<PAGE>

         (i)      Guaranty Obligations of the Borrower and its Restricted
Subsidiaries with respect to Debt permitted pursuant to this Section 11.1.

provided, that no agreement or instrument with respect to Debt permitted to be
incurred by this Section shall restrict, limit or otherwise encumber (by
covenant or otherwise) the ability of any Subsidiary of the Borrower to make any
payment to the Borrower or any of its Subsidiaries (in the form of dividends,
intercompany advances or otherwise) for the purpose of enabling the Borrower to
pay the Obligations.

         SECTION 11.2      Limitations on Liens. Create, incur, assume or suffer
to exist, any Lien on or with respect to any of its assets or properties
(including, without limitation, shares of capital stock or other ownership
interests), real or personal, whether now owned or hereafter acquired, except:

         (a)      Liens for taxes, assessments and other governmental charges or
levies (excluding any Lien imposed pursuant to any of the provisions of ERISA or
Environmental Laws) not yet due or as to which the period of grace, if any,
related thereto has not expired or which are being contested in good faith and
by appropriate proceedings if adequate reserves are maintained to the extent
required by GAAP;

         (b)      the claims of materialmen, mechanics, carriers, warehousemen,
processors or landlords for labor, materials, supplies or rentals incurred in
the ordinary course of business, (i) which are not overdue for a period of more
than thirty (30) days or (ii) which are being contested in good faith and by
appropriate proceedings;

         (c)      Liens consisting of deposits or pledges made in the ordinary
course of business in connection with, or to secure payment of, obligations
under workers' compensation, unemployment insurance or similar legislation;

         (d)      Liens constituting encumbrances in the nature of zoning
restrictions, easements and rights or restrictions of record on the use of real
property, which in the aggregate are not substantial in amount and which do not,
in any case, materially detract from the value of such property or impair the
use thereof in the ordinary conduct of business;

         (e)      Liens of the Administrative Agent for the benefit of the
Administrative Agent and the Lenders;

         (f)      Liens not otherwise permitted by this Section 11.2 and in
existence on the Closing Date and described on Schedule 11.2, and any renewals
or extensions thereof, provided that the property covered thereby is not
increased and any renewal or extension of the obligations secured or benefited
thereby is permitted by Section 11.1(c);

         (g)      Liens securing Debt permitted under Sections 11.1(d) and (e);
provided that (i) such Liens shall be created substantially simultaneously with
the acquisition or lease of the related asset, (ii) such Liens do not at any
time encumber any property other than the property financed by such Debt, (iii)
the amount of Debt secured thereby is not increased and (iv) the


                                       64
<PAGE>

principal amount of Debt secured by any such Lien shall at no time exceed one
hundred percent (100%) of the original purchase price or lease payment amount of
such property at the time it was acquired; and

         (h)      other Liens securing Debt permitted by Section 11.1(g), not to
exceed $2,000,000 in the aggregate.

         SECTION 11.3      Limitations on Loans, Advances, Investments and
Acquisitions. Purchase, own, invest in or otherwise acquire, directly or
indirectly, any capital stock, interests in any partnership or joint venture
(including, without limitation, the creation or capitalization of any Restricted
Subsidiary), evidence of Debt or other obligation or security, substantially all
or a portion of the business or assets of any other Person or any other
investment or interest whatsoever in any other Person, or make or permit to
exist, directly or indirectly, any loans, advances or extensions of credit to,
or any investment in cash or by delivery of property in, any Person except:

         (a)      (i) investments in or loans, advances or extensions of credit
to Subsidiaries existing on the Closing Date, (ii) investments in or loans,
advances or extensions of credit to Restricted Subsidiaries formed or acquired
after the Closing Date so long as the Borrower and its Subsidiaries comply with
the applicable provisions of Section 9.11 and (iii) the other loans, advances
and investments described on Schedule 11.3 existing on the Closing Date;

         (b)      investments in (i) marketable direct obligations issued or
unconditionally guaranteed by the United States or any agency thereof maturing
within one hundred twenty (120) days from the date of acquisition thereof, (ii)
commercial paper maturing no more than one hundred twenty (120) days from the
date of creation thereof and currently having an A1-P1 rating from either
Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies,
Inc. or Moody's Investors Service, Inc., (iii) certificates of deposit maturing
no more than one hundred twenty (120) days from the date of creation thereof
issued by commercial banks incorporated under the laws of the United States,
each having combined capital, surplus and undivided profits of not less than
$500,000,000 and having a rating of "A" or better by a nationally recognized
rating agency; provided, that the aggregate amount invested in such certificates
of deposit shall not at any time exceed $5,000,000 for any one such certificate
of deposit and $10,000,000 for any one such bank, (iv) time deposits maturing no
more than thirty (30) days from the date of creation thereof with commercial
banks or savings banks or savings and loan associations each having membership
either in the FDIC or the deposits of which are insured by the FDIC and in
amounts not exceeding the maximum amounts of insurance thereunder, or (v)
municipal securities rated investment grade or better by either Standard &
Poor's Rating Services, a division of the McGraw-Hill Companies, or Moody's
Investors Service, Inc.;

         (c)      investments by the Borrower or any of its Subsidiaries in the
form of acquisitions of all or substantially all of the business or a line of
business (whether by the acquisition of capital stock, assets or any combination
thereof) of any other Person if such acquisition has been previously approved in
writing by the Required Lenders;


                                       65
<PAGE>

         (d)      Hedging Agreements permitted pursuant to Section 11.1;

         (e)      purchases of assets in the ordinary course of business;

         (f)      to the extent they constitute an investment, contributions to
and payments of benefits under any Employee Benefits Plan in existence as of the
Closing Date as required by the benefit commitment in such Employee Benefits
Plan as of the Closing Date;

         (g)      investments, loans, advances or extensions of credit in
addition to those permitted elsewhere in this Section 11.3 in an aggregate
amount not to exceed $2,000,000 in the aggregate at any time outstanding; and

         (h)      investments in or loans, advances or extensions of credit to
Unrestricted Subsidiaries and/or joint ventures in an amount not to exceed
$10,000,000 during the term of this Agreement.

         SECTION 11.4      Limitations on Mergers and Liquidation. Merge,
consolidate or enter into any similar combination with any other Person or
liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution)
except:

         (a)      any Subsidiary of the Borrower may merge with the Borrower or
any Restricted Subsidiary; provided that in any merger involving the Borrower or
a Restricted Subsidiary, the Borrower or such Restricted Subsidiary shall be the
surviving entity;

         (b)      any Restricted Subsidiary of the Borrower may merge into the
Person such Restricted Subsidiary was formed to acquire in connection with an
acquisition permitted by Section 11.3(c); provided that the Restricted
Subsidiary shall be the continuing or surviving Person or the survivor shall
complied with the requirements of Section 9.11; and

         (c)      any Restricted Subsidiary may wind-up into the Borrower or any
other Restricted Subsidiary.

         SECTION 11.5      Limitations on Sale of Assets. Convey, sell, lease,
assign, transfer or otherwise dispose of any of its property, business or assets
(including, without limitation, the sale of any receivables and leasehold
interests and any sale-leaseback or similar transaction), whether now owned or
hereafter acquired except:

         (a)      the sale of inventory in the ordinary course of business;

         (b)      the sale of obsolete assets no longer used or usable in the
business of the Borrower or any of its Subsidiaries;

         (c)      the transfer of assets to the Borrower or any Restricted
Subsidiary pursuant to Section 11.4(c);


                                       66
<PAGE>

         (d)      the sale or discount without recourse of accounts receivable
arising in the ordinary course of business in connection with the compromise or
collection thereof;

         (e)      the disposition of any Hedging Agreement;

         (f)      the sale or other disposition of assets by the Borrower or any
Restricted Subsidiary not otherwise permitted under this Section 11.5; provided
that (i) as of the time of such sale or other disposition, no Default or Event
of Default shall be continuing or would result therefrom, (ii) the aggregate
book value of all assets sold or disposed of pursuant to this clause (f) in any
Fiscal Year shall not exceed $5,000,000, and (iii) the Borrower shall have
complied with the requirements of Section 4.4(b);

         (g)      sales of Designated Assets pursuant to a Release Transaction;
provided that the Borrower shall have complied with the requirements of Section
4.4(b);

         (h)      the transfer of Designated Assets from the Borrower or any
Restricted Domestic Subsidiary to any Restricted Domestic Subsidiary; provided
that (i) the Borrower or such Restricted Domestic Subsidiary shall have complied
with the terms of this Agreement and each of the Security Documents with respect
to such transfer, (ii) the Borrower and/or such Restricted Domestic Subsidiary
shall have delivered such documents as reasonably requested by the
Administrative Agent, in form and substance reasonably satisfactory thereto, and
(iii) prior to and after giving effect to such transfer, no Default or Event of
Default shall be continuing; and

         (i)      the sale of any investments permitted under Section 11.3(b)
hereof.

         SECTION 11.6      Restricted Payments.  Declare, pay or make any
Restricted Payment except:

         (a)      each Restricted Subsidiary may make Restricted Payments to the
Borrower and to Restricted Subsidiaries; and

         (b)      the Borrower shall be allowed to repurchase the Parent Shares
(i) pursuant to Section 4.4(b)(ii), (ii) pursuant to Section 4.4(b)(vi)(C), and
(iii) in addition to clauses (i) and (ii), in an aggregate amount not to exceed
the sum of (A) $15,000,000 plus (B) commencing with the Fiscal Year ending
December 31, 2003, 50% of Excess Cash Flow.

         SECTION 11.7      Limitations on Exchange and Issuance of Capital
Stock. Issue, sell or otherwise dispose of any class or series of capital stock
that, by its terms or by the terms of any security into which it is convertible
or exchangeable, is, or upon the happening of an event or passage of time would
be, (a) convertible or exchangeable into Debt or (b) required to be redeemed or
repurchased, including at the option of the holder, in whole or in part, or has,
or upon the happening of an event or passage of time would have, a redemption or
similar payment due.

         SECTION 11.8      Transactions with Affiliates. Except for transactions
permitted by 11.1, 11.3, 11.6 and 11.7, directly or indirectly (a) make any loan
or advance to, or purchase or


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<PAGE>

assume any note or other obligation to or from, any of its officers, directors,
shareholders or other Affiliates, or to or from any member of the immediate
family of any of its officers, directors, shareholders or other Affiliates, or
subcontract any operations to any of its Affiliates or (b) enter into, or be a
party to, any other transaction not described in clause (a) above with any of
its Affiliates, except pursuant to the reasonable requirements of its business
and upon fair and reasonable terms that are no less favorable to it than it
would obtain in a comparable arm's length transaction with a Person not its
Affiliate.

         SECTION 11.9      Certain Accounting Changes; Organizational Documents.
(a) Change its Fiscal Year end, or make any change in its accounting treatment
and reporting practices except as required by GAAP or (b) amend, modify or
change its articles of incorporation (or corporate charter or other similar
organizational documents) or amend, modify or change its bylaws (or other
similar documents) in any manner adverse in any respect to the rights or
interests of the Lenders.

         SECTION 11.10     Amendments; Payments and Prepayments of Subordinated
Debt. Amend or modify (or permit the modification or amendment of) any of the
terms or provisions of any Subordinated Debt, or cancel or forgive, make any
voluntary or optional payment or prepayment on, or redeem or acquire for value
(including, without limitation, by way of depositing with any trustee with
respect thereto money or securities before due for the purpose of paying when
due) any Subordinated Debt.

         SECTION 11.11     Restrictive Agreements.

         (a)      Enter into any Debt which contains any negative pledge on
assets or any covenants more restrictive than the provisions of Articles IX, X
and XI hereof, or which restricts, limits or otherwise encumbers its ability to
incur Liens on or with respect to any of its assets or properties other than the
assets or properties securing such Debt.

         (b)      Enter into or permit to exist any agreement which impairs or
limits the ability of any Restricted Subsidiary of the Borrower to pay dividends
to the Borrower.

         SECTION 11.12     Nature of Business. Alter the character or conduct of
the business conducted by the Borrower and its Restricted Subsidiaries as of the
Closing Date.

         SECTION 11.13     Impairment of Security Interests. Take or omit to
take any action, which might or would have the result of materially impairing
the security interests in favor of the Administrative Agent with respect to the
Collateral or grant to any Person (other than the Administrative Agent for the
benefit of itself and the Lenders pursuant to the Security Documents) any
interest whatsoever in the Collateral, except for Liens permitted under Section
11.2 and asset sales permitted under Section 11.5.


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<PAGE>

                                   ARTICLE XII

                              DEFAULT AND REMEDIES

         SECTION 12.1      Events of Default. Each of the following shall
constitute an Event of Default, whatever the reason for such event and whether
it shall be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment or order of any court or any order, rule or regulation
of any Governmental Authority or otherwise:

         (a)      Default in Payment of Principal of Loans and Reimbursement
Obligations. The Borrower shall default in any payment of principal of any Loan,
Note or Reimbursement Obligation when and as due (whether at maturity, by reason
of acceleration or otherwise).

         (b)      Other Payment Default. The Borrower shall default in the
payment when and as due (whether at maturity, by reason of acceleration or
otherwise) of interest on any Loan, Note or Reimbursement Obligation or the
payment of any other Obligation, and such default shall continue for a period of
three (3) Business Days.

         (c)      Misrepresentation. Any representation, warranty, certification
or statement of fact made or deemed made by or on behalf of the Borrower or any
Restricted Subsidiary under this Agreement, any other Loan Document, or in any
document delivered in connection herewith or therewith that is subject to
materiality or Material Adverse Effect qualifications, shall be incorrect or
misleading in any respect when made or deemed made or any representation,
warranty, certification or statement of fact made or deemed made by or on behalf
of the Borrower or any Restricted Subsidiary herein, any other Loan Document, or
in any document delivered in connection herewith or therewith that is not
subject to materiality or Material Adverse Effect qualifications, shall be
incorrect or misleading in any material respect when made or deemed made.

         (d)      Default in Performance of Certain Covenants. The Borrower
shall default in the performance or observance of any covenant or agreement
contained in Sections 8.1, 8.2, 8.5(e)(i), 9.10, 9.11 or 9.13 or Articles X or
XI of this Agreement.

         (e)      Default in Performance of Other Covenants and Conditions. The
Borrower or any Subsidiary thereof shall default in the performance or
observance of any term, covenant, condition or agreement contained in this
Agreement (other than as specifically provided for otherwise in this Section
12.1) or any other Loan Document and such default shall continue for a period of
thirty (30) days after written notice thereof has been given to the Borrower by
the Administrative Agent.

         (f)      Hedging Agreement. The Borrower shall default in the
performance or observance of any terms, covenant, condition or agreement (after
giving effect to any applicable grace or cure period) under any Hedging
Agreement and such default causes the termination of such Hedging Agreement or
permits any counterparty to such Hedging Agreement to terminate any such Hedging
Agreement.


                                       69
<PAGE>

         (g)      Debt Cross-Default. The Borrower or any of its Subsidiaries
shall (i) default in the payment of any Debt (other than the Notes or any
Reimbursement Obligation) the aggregate outstanding amount of which Debt is in
excess of $2,000,000 beyond the period of grace if any, provided in the
instrument or agreement under which such Debt was created, or (ii) default in
the observance or performance of any other agreement or condition relating to
any Debt (other than the Notes or any Reimbursement Obligation) the aggregate
outstanding amount of which Debt is in excess of $2,000,000 or contained in any
instrument or agreement evidencing, securing or relating thereto or any other
event shall occur or condition exist, the effect of which default or other event
or condition is to cause, or to permit the holder or holders of such Debt (or a
trustee or agent on behalf of such holder or holders) to cause, with the giving
of notice if required, any such Debt to become due prior to its stated maturity
(any applicable grace period having expired).

         (h)      Change in Control. Any person or group of persons (within the
meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended)
other than The Wackenhut Corporation, shall obtain ownership or control in one
or more series of transactions of more than thirty percent (30%) of the common
stock or thirty percent (30%) of the voting power of the Borrower entitled to
vote in the election of members of the board of directors of the Borrower or
there shall have occurred under any indenture or other instrument evidencing any
Debt in excess of $2,000,000 any "change in control" (as defined in such
indenture or other evidence of Debt) obligating the Borrower to repurchase,
redeem or repay all or any part of the Debt or capital stock provided for
therein (any such event, a "Change in Control").

         (i)      Voluntary Bankruptcy Proceeding. The Borrower or any
Subsidiary thereof shall (i) commence a voluntary case under the federal
bankruptcy laws (as now or hereafter in effect), (ii) file a petition seeking to
take advantage of any other laws, domestic or foreign, relating to bankruptcy,
insolvency, reorganization, winding up or composition for adjustment of debts,
(iii) consent to or fail to contest in a timely and appropriate manner any
petition filed against it in an involuntary case under such bankruptcy laws or
other laws, (iv) apply for or consent to, or fail to contest in a timely and
appropriate manner, the appointment of, or the taking of possession by, a
receiver, custodian, trustee, or liquidator of itself or of a substantial part
of its property, domestic or foreign, (v) admit in writing its inability to pay
its debts as they become due, (vi) make a general assignment for the benefit of
creditors, or (vii) take any corporate action for the purpose of authorizing any
of the foregoing.

         (j)      Involuntary Bankruptcy Proceeding. A case or other proceeding
shall be commenced against the Borrower or any Subsidiary thereof in any court
of competent jurisdiction seeking (i) relief under the federal bankruptcy laws
(as now or hereafter in effect) or under any other laws, domestic or foreign,
relating to bankruptcy, insolvency, reorganization, winding up or adjustment of
debts, or (ii) the appointment of a trustee, receiver, custodian, liquidator or
the like for the Borrower or any Subsidiary thereof or for all or any
substantial part of their respective assets, domestic or foreign, and such case
or proceeding shall continue without dismissal or stay for a period of sixty
(60) consecutive days, or an order granting the relief requested in such case or
proceeding (including, but not limited to, an order for relief under such
federal bankruptcy laws) shall be entered.


                                       70
<PAGE>

         (k)      Failure of Agreements. Any provision of this Agreement or any
provision of any other Loan Document shall for any reason cease to be valid and
binding on the Borrower or Subsidiary party thereto or any such Person shall so
state in writing, or any Loan Document shall for any reason cease to create a
valid and perfected first priority Lien on, or security interest in, any of the
collateral purported to be covered thereby, in each case other than in
accordance with the express terms hereof or thereof.

         (l)      Termination Event. The occurrence of any of the following
events: (i) the Borrower or any ERISA Affiliate fails to make full payment when
due of all amounts which, under the provisions of any Pension Plan or Section
412 of the Code, the Borrower or any ERISA Affiliate is required to pay as
contributions thereto, (ii) an accumulated funding deficiency in excess of
$1,000,000 occurs or exists, whether or not waived, with respect to any Pension
Plan, (iii) a Termination Event or (iv) the Borrower or any ERISA Affiliate as
employers under one or more Multiemployer Plans makes a complete or partial
withdrawal from any such Multiemployer Plan and the plan sponsor of such
Multiemployer Plans notifies such withdrawing employer that such employer has
incurred a withdrawal liability requiring payments in an amount exceeding
$1,000,000.

         (m)      Judgment. A judgment or order for the payment of money which
causes the aggregate amount of all such judgments to exceed $2,000,000 in any
Fiscal Year shall be entered against the Borrower or any of its Subsidiaries by
any court and such judgment or order shall continue without discharge or stay or
shall not be bonded for a period of thirty (30) days.

         (n)      Environmental. Any one or more Environmental Claims shall have
been asserted against the Borrower or any of its Subsidiaries; the Borrower and
its Subsidiaries would be reasonably likely to incur liability as a result
thereof; and such liability could be reasonably expected, individually or in the
aggregate, to have a Material Adverse Effect.

         SECTION 12.2      Remedies. Upon the occurrence of an Event of Default,
with the consent of the Required Lenders, the Administrative Agent may, or upon
the request of the Required Lenders, the Administrative Agent shall, by notice
to the Borrower:

         (a)      Acceleration; Termination of Facilities. Declare the principal
of and interest on the Loans, the Notes and the Reimbursement Obligations at the
time outstanding, and all other amounts owed to the Lenders and to the
Administrative Agent under this Agreement or any of the other Loan Documents
(including, without limitation, all L/C Obligations, whether or not the
beneficiaries of the then outstanding Letters of Credit shall have presented or
shall be entitled to present the documents required thereunder) and all other
Obligations (other than Hedging Obligations), to be forthwith due and payable,
whereupon the same shall immediately become due and payable without presentment,
demand, protest or other notice of any kind, all of which are expressly waived,
anything in this Agreement or the other Loan Documents to the contrary
notwithstanding, and terminate the Credit Facility and any right of the Borrower
to request borrowings or Letters of Credit thereunder; provided, that upon the
occurrence of an Event of Default specified in Section 12.1(i) or (j), the
Credit Facility shall be automatically terminated and all Obligations (other
than Hedging Obligations) shall automatically become due and payable without
presentment, demand, protest or other notice of any kind, all of which are



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<PAGE>

expressly waived, anything in this Agreement or in any other Loan Document to
the contrary notwithstanding.

         (b)      Letters of Credit. With respect to all Letters of Credit with
respect to which presentment for honor shall not have occurred at the time of an
acceleration pursuant to the preceding paragraph, the Borrower shall at such
time deposit in a cash collateral account opened by the Administrative Agent an
amount equal to the aggregate then undrawn and unexpired amount of such Letters
of Credit. Amounts held in such cash collateral account shall be applied by the
Administrative Agent to the payment of drafts drawn under such Letters of
Credit, and the unused portion thereof after all such Letters of Credit shall
have expired or been fully drawn upon, if any, shall be applied to repay the
other Obligations on a pro rata basis. After all such Letters of Credit shall
have expired or been fully drawn upon, the Reimbursement Obligation shall have
been satisfied and all other Obligations shall have been paid in full, the
balance, if any, in such cash collateral account shall be returned to the
Borrower.

         (c)      Rights of Collection. Exercise on behalf of the Lenders all of
its other rights and remedies under this Agreement, the other Loan Documents and
Applicable Law, in order to satisfy all of the Borrower's Obligations.

         SECTION 12.3      Rights and Remedies Cumulative; Non-Waiver; etc. The
enumeration of the rights and remedies of the Administrative Agent and the
Lenders set forth in this Agreement is not intended to be exhaustive and the
exercise by the Administrative Agent and the Lenders of any right or remedy
shall not preclude the exercise of any other rights or remedies, all of which
shall be cumulative, and shall be in addition to any other right or remedy given
hereunder or under the other Loan Documents or that may now or hereafter exist
at law or in equity or by suit or otherwise. No delay or failure to take action
on the part of the Administrative Agent or any Lender in exercising any right,
power or privilege shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right, power or privilege preclude any other or
further exercise thereof or the exercise of any other right, power or privilege
or shall be construed to be a waiver of any Event of Default. No course of
dealing between the Borrower, the Administrative Agent and the Lenders or their
respective agents or employees shall be effective to change, modify or discharge
any provision of this Agreement or any of the other Loan Documents or to
constitute a waiver of any Event of Default.


                                  ARTICLE XIII

                                   THE AGENTS

         SECTION 13.1      Appointment. Each of the Lenders hereby irrevocably
designates and appoints Wachovia as Administrative Agent of such Lender under
this Agreement and the other Loan Documents for the term hereof and each such
Lender irrevocably authorizes Wachovia, as Administrative Agent for such Lender,
to take such action on its behalf under the provisions of this Agreement and the
other Loan Documents and to exercise such powers and perform such duties as are
expressly delegated to the Administrative Agent by the terms of this Agreement
and such other Loan Documents, together with such other powers as are reasonably


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<PAGE>

incidental thereto. BNP Paribas is hereby appointed by each of the Lenders as
its contractual representative to serve as the sole and exclusive Syndication
Agent hereunder and under each other Loan Document, and each of the Lenders
irrevocably authorizes the Syndication Agent to act as the contractual
representative of such Lender with the rights and duties expressly set forth
herein and in the other Loan Documents. The Agents agree to act as such
contractual representatives upon the express conditions contained in this
Article XIII. Notwithstanding any provision to the contrary elsewhere in this
Agreement or such other Loan Documents, the Administrative Agent and the
Syndication Agent shall not have any duties or responsibilities, except those
expressly set forth herein and therein, or any fiduciary relationship with any
Lender, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into this Agreement or the other Loan
Documents or otherwise exist against the Administrative Agent. Any reference to
the Administrative Agent in this Article XIII shall be deemed to refer to the
Administrative Agent solely in its capacity as Administrative Agent and not in
its capacity as a Lender.

         SECTION 13.2      Delegation of Duties. The Agents may execute any of
their respective duties under this Agreement and the other Loan Documents by or
through agents or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties. The Agents shall not be
responsible for the negligence or misconduct of any agents or attorneys-in-fact
selected by the Agents with reasonable care.

         SECTION 13.3      Exculpatory Provisions. Neither the Agents nor any of
their officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or
Affiliates shall be (a) liable for any action lawfully taken or omitted to be
taken by it or such Person under or in connection with this Agreement or the
other Loan Documents (except for actions occasioned solely by its or such
Person's own gross negligence or willful misconduct), or (b) responsible in any
manner to any of the Lenders for any recitals, statements, representations or
warranties made by the Borrower or any of its Subsidiaries or any officer
thereof contained in this Agreement or the other Loan Documents or in any
certificate, report, statement or other document referred to or provided for in,
or received by either Agent under or in connection with, this Agreement or the
other Loan Documents or for the value, validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement or the other Loan Documents or
for any failure of the Borrower or any of its Subsidiaries to perform its
obligations hereunder or thereunder. The Agents shall not be under any
obligation to any Lender to ascertain or to inquire as to the observance or
performance of any of the agreements contained in, or conditions of, this
Agreement, or to inspect the properties, books or records of the Borrower or any
of its Subsidiaries.

         SECTION 13.4      Reliance by the Agents. Each Agent shall be entitled
to rely, and shall be fully protected in relying, upon any note, writing,
resolution, notice, consent, certificate, affidavit, letter, cablegram,
telegram, telecopy, telex or teletype message, statement, order or other
document or conversation believed by it to be genuine and correct and to have
been signed, sent or made by the proper Person or Persons and upon advice and
statements of legal counsel (including, without limitation, counsel to the
Borrower), independent accountants and other experts selected by such Agent. The
Agents may deem and treat the payee of any Note as the owner thereof for all
purposes unless such Note shall have been transferred in accordance with Section
14.10. The Agents shall be fully justified in failing or refusing to take any
action under


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<PAGE>

this Agreement and the other Loan Documents unless it shall first receive such
advice or concurrence of the Required Lenders (or, when expressly required
hereby or by the relevant other Loan Documents, all the Lenders) as it deems
appropriate or it shall first be indemnified to its satisfaction by the Lenders
against any and all liability and expense which may be incurred by it by reason
of taking or continuing to take any such action except for its own gross
negligence or willful misconduct. The Agents shall in all cases be fully
protected in acting, or in refraining from acting, under this Agreement and the
Notes in accordance with a request of the Required Lenders (or, when expressly
required hereby, all the Lenders), and such request and any action taken or
failure to act pursuant thereto shall be binding upon all the Lenders and all
future holders of the Notes.

         SECTION 13.5      Notice of Default. Neither of the Agents shall be
deemed to have knowledge or notice of the occurrence of any Default or Event of
Default unless it has received notice from a Lender or the Borrower referring to
this Agreement, describing such Default or Event of Default and stating that
such notice is a "notice of default". In the event that either of the Agents
receives such a notice, it shall promptly give notice thereof to the Lenders.
The Administrative Agent shall take such action with respect to such Default or
Event of Default as shall be reasonably directed by the Required Lenders (or,
when expressly required hereby, all the Lenders); provided that unless and until
the Administrative Agent shall have received such directions, the Administrative
Agent may (but shall not be obligated to) take such action, or refrain from
taking such action, with respect to such Default or Event of Default as it shall
deem advisable in the best interests of the Lenders, except to the extent that
other provisions of this Agreement expressly require that any such action be
taken or not be taken only with the consent and authorization or the request of
the Lenders or Required Lenders, as applicable.

         SECTION 13.6      Non-Reliance on the Agents and Other Lenders. Each
Lender expressly acknowledges that neither Agent nor any of its respective
officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or
Affiliates has made any representations or warranties to it and that no act by
an Agent hereafter taken, including any review of the affairs of the Borrower or
any of its Subsidiaries, shall be deemed to constitute any representation or
warranty by the Agent to any Lender. Each Lender represents to the Agents that
it has, independently and without reliance upon the Agents or any other Lender,
and based on such documents and information as it has deemed appropriate, made
its own appraisal of and investigation into the business, operations, property,
financial and other condition and creditworthiness of the Borrower and its
Subsidiaries and made its own decision to make its Loans and issue or
participate in Letters of Credit hereunder and enter into this Agreement. Each
Lender also represents that it will, independently and without reliance upon the
Agents or any other Lender, and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit analysis,
appraisals and decisions in taking or not taking action under this Agreement and
the other Loan Documents, and to make such investigation as it deems necessary
to inform itself as to the business, operations, property, financial and other
condition and creditworthiness of the Borrower and its Subsidiaries. Except for
notices, reports and other documents expressly required to be furnished to the
Lenders by the Agents hereunder or by the other Loan Documents, the Agents shall
not have any duty or responsibility to provide any Lender with any credit or
other information concerning the business, operations, property, financial and
other condition or creditworthiness of the Borrower or any of its Subsidiaries
which


                                       74
<PAGE>

may come into the possession of the Agents or any of their respective officers,
directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates.

         SECTION 13.7      Indemnification. The Lenders agree to indemnify the
Agents in their capacity as such and (to the extent not reimbursed by the
Borrower and without limiting the obligation of the Borrower to do so), ratably
according to the respective amounts of their Revolving Credit Commitment
Percentages or Term Loan Percentages, as applicable, from and against any and
all liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind whatsoever which may at any
time (including, without limitation, at any time following the payment of the
Notes or any Reimbursement Obligation) be imposed on, incurred by or asserted
against either Agent in any way relating to or arising out of this Agreement or
the other Loan Documents, or any documents, reports or other information
provided to the Agents or any Lender or contemplated by or referred to herein or
therein or the transactions contemplated hereby or thereby or any action taken
or omitted by the an Agent under or in connection with any of the foregoing;
provided that no Lender shall be liable for the payment of any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting solely from the Agent's bad faith,
gross negligence or willful misconduct. The agreements in this Section 13.7
shall survive the payment of the Notes, any Reimbursement Obligation and all
other amounts payable hereunder and the termination of this Agreement.

         SECTION 13.8      The Agents in Their Individual Capacities. The Agents
and their respective Subsidiaries and Affiliates may make loans to, accept
deposits from and generally engage in any kind of business with the Borrower as
though the Agents were not the Agents hereunder. With respect to any Loans made
or renewed by it and any Note issued to it and with respect to any Letter of
Credit issued by it or participated in by it, each Agent shall have the same
rights and powers under this Agreement and the other Loan Documents as any
Lender and may exercise the same as though it were not an Agent, and the terms
"Lender" and "Lenders" shall include the Agents in their individual capacities.

         SECTION 13.9      Resignation of the Agents; Successor Agents. Subject
to the appointment and acceptance of a successor as provided below, the Agents
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 or Syndication Agent, as applicable, which
successor shall have minimum capital and surplus of at least $500,000,000. If no
successor Administrative Agent or Syndication Agent, as applicable, shall have
been so appointed by the Required Lenders and shall have accepted such
appointment within thirty (30) days after such Agent's giving of notice of
resignation, then the Administrative Agent may, on behalf of the Lenders,
appoint a successor Administrative Agent or Syndication Agent, as applicable,
which successor shall have minimum capital and surplus of at least $500,000,000.
Upon the acceptance of any appointment as Administrative Agent or Syndication
Agent, as applicable, hereunder by a successor Administrative Agent or
Syndication Agent, as applicable, such successor Administrative Agent or
Syndication Agent, as applicable, shall thereupon succeed to and become vested
with all rights, powers, privileges and duties of the retiring Agent, and the
retiring Agent shall be discharged from its duties and obligations hereunder.
After any retiring Agent's resignation hereunder as Administrative Agent or


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<PAGE>

Syndication Agent, as applicable, the provisions of this Section 13.9 shall
continue in effect for its benefit in respect of any actions taken or omitted to
be taken by it while it was acting as Administrative Agent or Syndication Agent,
as applicable.


                                   ARTICLE XIV

                                  MISCELLANEOUS

         SECTION 14.1      Notices.

         (a)      Method of Communication. Except as otherwise provided in this
Agreement, all notices and communications hereunder shall be in writing (for
purposes hereof, the term "writing" shall include information in electronic
format such as electronic mail and internet web pages), or by telephone
subsequently confirmed in writing. Any notice shall be effective if delivered by
hand delivery or sent via electronic mail, posting on an internet web page,
telecopy, recognized overnight courier service or certified mail, return receipt
requested, and shall be presumed to be received by a party hereto (i) on the
date of delivery if delivered by hand or sent by electronic mail, posting on an
internet web page (provided the recipients of such notice have been made
specifically aware of the posting of such notice by any other method permitted
by this Section 14.1(a)), telecopy, (ii) on the next Business Day if sent by
recognized overnight courier service and (iii) on the third Business Day
following the date sent by certified mail, return receipt requested. A
telephonic notice to the Administrative Agent as understood by the
Administrative Agent will be deemed to be the controlling and proper notice in
the event of a discrepancy with or failure to receive a confirming written
notice.

         (b)      Addresses for Notices. Notices to any party shall be sent to
it at the following addresses, or any other address as to which all the other
parties are notified in writing.

         If to the Borrower:        Wackenhut Corrections Corporation
                                    4200 Wackenhut Drive
                                    Palm Beach Gardens, Florida  33410
                                    Attention: John O'Rourke
                                    Telephone No.: 800-666-5640
                                    Telecopy No.: 561-630-5400

         With copies to:            Akerman Senterfitt
                                    350 East Las Olas Blvd., Suite 1600
                                    Ft. Lauderdale, Florida  33301
                                    Attention: Bruce March, Esq.
                                    Telephone No.: 954-463-2700
                                    Telecopy No.: 954-463-2224


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<PAGE>

         And                        Wackenhut Corrections Corporation
                                    4200 Wackenhut Drive
                                    Palm Beach Gardens, Florida  33410
                                    Attention: John Bulfin, General Counsel
                                    Telephone No.: 800-666-5640
                                    Telecopy No.: 561-630-5400

         If to Wachovia as          Wachovia Bank, National Association
          Administrative Agent:     Charlotte Plaza, CP-8
                                    201 South College Street
                                    Charlotte, North Carolina 28288-0680
                                    Attention:  Syndication Agency Services
                                    Telephone No.:  (704) 374-2698
                                    Telecopy No.:  (704) 383-0288

         With copies to:            Wachovia Bank, National Association
                                    301 South College Street, TW-5
                                    Charlotte, North Carolina 28288
                                    Attention:  Will Goley
                                    Telephone No.:  (704) 383-8180
                                    Telecopy No.:  (704) 374-4793

         If to BNP Paribas as
          Syndication Agent:        BNP Paribas
                                    31st Floor
                                    787 Seventh Avenue
                                    New York, New York 10019
                                    Attention:  Shayn March
                                    Telephone No.:  (212) 841-3938
                                    Telecopy No.:  (212) 841-3830

         With copies to:            BNP Paribas
                                    31st Floor
                                    787 Seventh Avenue
                                    New York, New York 10019
                                    Attention: Duane Helkowski
                                    Telephone No.: (212) 841-2940
                                    Telecopy No.: (212) 841-3830


         If to any Lender:          To the address referred to on the Register.


         (c)      Administrative Agent's Office. The Administrative Agent hereby
designates its office located at the address set forth above, or any subsequent
office which shall have been specified for such purpose by written notice to the
Borrower and Lenders, as the Administrative


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<PAGE>

Agent's Office referred to herein, to which payments due are to be made and at
which Loans will be disbursed and Letters of Credit issued.

         SECTION 14.2      Expenses; Indemnity. The Borrower will (a) pay all
reasonable out-of-pocket expenses (including, without limitation, all costs of
electronic or internet distribution of any information hereunder) of the
Administrative Agent in connection with (i) the preparation, execution and
delivery of this Agreement and each other Loan Document, whenever the same shall
be executed and delivered, including, without limitation, all reasonable
out-of-pocket syndication and due diligence expenses and reasonable fees and
disbursements of counsel for the Administrative Agent and (ii) the preparation,
execution and delivery of any waiver, amendment or consent by the Administrative
Agent or the Lenders relating to this Agreement or any other Loan Document,
including, without limitation, reasonable fees and disbursements of counsel for
the Administrative Agent, (b) pay all reasonable out-of-pocket expenses of the
Administrative Agent and each Lender actually incurred in connection with the
administration and enforcement of any rights and remedies of the Administrative
Agent and Lenders under the Credit Facility, including, without limitation, in
connection with any workout, restructuring, bankruptcy or other similar
proceeding, creating and perfecting Liens in favor of Administrative Agent on
behalf of Lenders pursuant to any Security Document, enforcing any Obligations
of, or collecting any payments due from, the Borrower or any Subsidiary
Guarantor by reason of an Event of Default (including in connection with the
sale of, collection from, or other realization upon any of the Collateral or the
enforcement of the Guaranty Agreement; consulting with appraisers, accountants,
engineers, attorneys and other Persons concerning the nature, scope or value of
any right or remedy of the Administrative Agent or any Lender hereunder or under
any other Loan Document or any factual matters in connection therewith, which
expenses shall include without limitation the reasonable fees and disbursements
of such Persons, and (c) defend, indemnify and hold harmless the Administrative
Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates,
employees, agents, trustees, officers and directors, from and against any
losses, penalties, fines, liabilities, settlements, damages, costs and expenses,
suffered by any such Person in connection with any claim (including, without
limitation, any Environmental Claims), investigation, litigation or other
proceeding (whether or not the Administrative Agent or any Lender is a party
thereto) and the prosecution and defense thereof, arising out of or in any way
connected with the Loans, this Agreement, any other Loan Document, or any
documents, reports or other information provided to the Administrative Agent or
any Lender or contemplated by or referred to herein or therein or the
transactions contemplated hereby or thereby, including, without limitation,
reasonable attorney's and consultant's fees, except to the extent that any of
the foregoing directly result from the gross negligence or willful misconduct of
the party seeking indemnification therefor.

         SECTION 14.3      Set-off. In addition to any rights now or hereafter
granted under Applicable Law and not by way of limitation of any such rights,
upon and after the occurrence of any Event of Default and during the continuance
thereof, the Lenders and any assignee or participant of a Lender in accordance
with Section 14.10 are hereby authorized by the Borrower at any time or from
time to time, without notice to the Borrower or to any other Person, any such
notice being hereby expressly waived, to set off and to appropriate and to apply
any and all deposits (general or special, time or demand, including, but not
limited to, indebtedness evidenced by certificates of deposit, whether matured
or unmatured) and any other indebtedness


                                       78
<PAGE>

at any time held or owing by the Lenders, or any such assignee or participant to
or for the credit or the account of the Borrower against and on account of the
Obligations irrespective of whether or not (a) the Lenders shall have made any
demand under this Agreement or any of the other Loan Documents or (b) the
Administrative Agent shall have declared any or all of the Obligations to be due
and payable as permitted by Section 12.2 and although such Obligations shall be
contingent or unmatured. Notwithstanding the preceding sentence, each Lender
agrees to notify the Borrower and the Administrative Agent after any such
set-off and application, provided that the failure to give such notice shall not
affect the validity of such set-off and application.

         SECTION 14.4      Governing Law. This Agreement, the Notes and the
other Loan Documents, unless otherwise expressly set forth therein, shall be
governed by, construed and enforced in accordance with the laws of the State of
New York (including Section 5-1401 and Section 5-1402 of the General Obligations
Law of the State of New York), without regard to the conflicts of law provisions
of such state.

         SECTION 14.5      Jurisdiction and Venue.

         (a)      Jurisdiction. The Borrower hereby irrevocably consents to the
personal jurisdiction of the state and federal courts located in Mecklenburg
County, North Carolina and New York, New York (and any courts from which an
appeal from any of such courts must or may be taken), in any action, claim or
other proceeding arising out of any dispute in connection with this Agreement,
the Notes and the other Loan Documents, any rights or obligations hereunder or
thereunder, or the performance of such rights and obligations. The Borrower
hereby irrevocably consents to the service of a summons and complaint and other
process in any action, claim or proceeding brought by the Administrative Agent
or any Lender in connection with this Agreement, the Notes or the other Loan
Documents, any rights or obligations hereunder or thereunder, or the performance
of such rights and obligations, on behalf of itself or its property, in the
manner specified in Section 14.1 (other than by posting on an internet web
page). Nothing in this Section 14.5 shall affect the right of the Administrative
Agent or any Lender to serve legal process in any other manner permitted by
Applicable Law or affect the right of the Administrative Agent or any Lender to
bring any action or proceeding against the Borrower or its properties in the
courts of any other jurisdictions.

         (b)      Venue. The Borrower hereby irrevocably waives any objection it
may have now or in the future to the laying of venue in the aforesaid
jurisdiction in any action, claim or other proceeding arising out of or in
connection with this Agreement, any other Loan Document or the rights and
obligations of the parties hereunder or thereunder. The Borrower irrevocably
waives, in connection with such action, claim or proceeding, any plea or claim
that the action, claim or other proceeding has been brought in an inconvenient
forum.


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<PAGE>

         SECTION 14.6      Waiver of Jury Trial. THE AGENTS, EACH LENDER AND THE
BORROWER HEREBY IRREVOCABLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL WITH
RESPECT TO ANY ACTION, CLAIM OR OTHER PROCEEDING ARISING OUT OF ANY DISPUTE,
JUDICIAL PROCEEDING, CLAIM OR CONTROVERSY IN CONNECTION WITH THIS AGREEMENT
("DISPUTES"), THE NOTES OR THE OTHER LOAN DOCUMENTS, ANY RIGHTS OR OBLIGATIONS
HEREUNDER OR THEREUNDER, OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS.


         SECTION 14.7      Reversal of Payments. To the extent the Borrower
makes a payment or payments to the Administrative Agent for the ratable benefit
of the Lenders or the Administrative Agent receives any payment or proceeds of
the collateral which payments or proceeds or any part thereof are subsequently
invalidated, declared to be fraudulent or preferential, set aside and/or
required to be repaid to a trustee, receiver or any other party under any
bankruptcy law, state or federal law, common law or equitable cause, then, to
the extent of such payment or proceeds repaid, the Obligations or part thereof
intended to be satisfied shall be revived and continued in full force and effect
as if such payment or proceeds had not been received by the Administrative
Agent.

         SECTION 14.8      Injunctive Relief; Punitive Damages.

         (a)      The Borrower recognizes that, in the event the Borrower fails
to perform, observe or discharge any of its obligations or liabilities under
this Agreement, any remedy of law may prove to be inadequate relief to the
Lenders. Therefore, the Borrower agrees that the Lenders, at the Lenders'
option, shall be entitled to temporary and permanent injunctive relief in any
such case without the necessity of proving actual damages.

         (b)      The Administrative Agent, the Lenders and the Borrower (on
behalf of itself and its Subsidiaries) hereby agree that no such Person shall
have a remedy of punitive or exemplary damages against any other party to a Loan
Document and each such Person hereby waives any right or claim to punitive or
exemplary damages that they may now have or may arise in the future in
connection with any Dispute, whether such Dispute is resolved through
arbitration or judicially.

         SECTION 14.9      Accounting Matters. Except as otherwise expressly
provided herein, all terms of an accounting or financial nature shall be
construed in accordance with GAAP, as in effect from time to time, provided
that, if the Borrower notifies the Administrative Agent that the Borrower
requests an amendment to any provision hereof to eliminate the effect of any
change occurring after the date hereof in GAAP or in the application thereof on
the operation of such provision (or if the Administrative Agent notifies the
Borrower that the Required Lenders request an amendment to any provision hereof
for such purpose), regardless of whether any such notice is given before or
after such change in GAAP or in the application thereof, then such provision
shall be interpreted on the basis of GAAP as in effect and applied immediately
before such change shall have become effective until such notice shall have been
withdrawn or such provision amended in accordance therewith.


                                       80
<PAGE>

         SECTION 14.10     Successors and Assigns; Participations.

         (a)      Benefit of Agreement. This Agreement shall be binding upon and
inure to the benefit of the Borrower, the Administrative Agent and the Lenders,
all future holders of the Notes, and their respective successors and assigns,
except that the Borrower shall not assign or transfer any of its rights or
obligations under this Agreement without the prior written consent of each
Lender.

         (b)      Assignment by Lenders. Each Lender may, in the ordinary course
of its business and in accordance with Applicable Law, sell or assign to any
Lender, any Affiliate of a Lender or in the case of the Term Loans any Approved
Fund and with the consent of the Borrower (so long as no Default or Event of
Default has occurred and is continuing) and the consent of the Administrative
Agent, which consents shall not be unreasonably withheld or delayed, assign to
one or more other Eligible Assignees (any of the foregoing assignees or
purchasers, a "Purchasing Lender") all or a portion of its interests, rights and
obligations under this Agreement and the other Loan Documents (including,
without limitation, all or a portion of the Extensions of Credit at the time
owing to it and the Notes held by it); provided that:

                  (i)      each such assignment shall be of a constant, and not
a varying, percentage of the Revolving Credit Commitment and/or the Term Loan
Commitment, as applicable, of the assigning Lender's rights and obligations
under this Agreement;

                  (ii)     if less than all of the assigning Lender's Revolving
Credit Commitment or Term Loan Commitment, as applicable, is to be assigned, the
Commitment so assigned shall not be less than $2,500,000 with respect to the
Revolving Credit Facility and $1,000,000 (or otherwise agreed by the
Administrative Agent and Borrower) with respect to the Term Loan Facility,
unless such sale or assignment is made to an existing Lender, to an Affiliate
thereof, or (with respect to any Term Loan) to an Approved Fund, in which case
no minimum amount shall apply;

                  (iii)    the Purchasing Lender shall have delivered to the
Administrative Agent all United States Internal Revenue Service Forms required
pursuant to Section 5.11(e) and all of the parties to each such assignment shall
execute and deliver to the Administrative Agent, for its acceptance and
recording in the Register, an Assignment and Acceptance substantially in the
form of Exhibit G attached hereto (an "Assignment and Acceptance"), together
with (to the extent requested by any Purchasing Lender) any Note or Notes
subject to such assignment;

                  (iv)     no assignment of a Revolving Credit Commitment, or
participation in L/C Obligations or Swingline Loans shall be made without the
prior written consent of the Administrative Agent, the Swingline Lender, the
Issuing Lenders and (so long as no Default or Event of Default has occurred and
is continuing) the Borrower (which consents shall not be unreasonably withheld);

                  (v)      where consent of the Borrower to an assignment to a
Purchasing Lender is required hereunder (including consent to an assignment to
an Approved Fund), the


                                       81
<PAGE>

Borrower shall be deemed to have given its consent five (5) Business Days after
the date written notice thereof has been delivered by the assigning Lender
(through the Administrative Agent) unless such consent is expressly refused by
the Borrower prior to such fifth (5th) Business Day;

                  (vi)     such assignment shall not, without the consent of the
Borrower, require the Borrower to file a registration statement with the
Securities and Exchange Commission or apply to or qualify the Loans or the Notes
under the blue sky laws of any state; and

                  (vii)    unless otherwise agreed to by the Administrative
Agent, the assigning Lender shall pay to the Administrative Agent an assignment
fee of $3,500 upon the execution by such Lender of the Assignment and
Acceptance; provided that no such fee shall be payable upon any assignment by a
Lender to an Affiliate thereof; and provided further that, in any case of
contemporaneous assignments by a Lender (including a group of affiliated Lenders
that are funds managed by the same investment advisor) to a single assignee or
more than one fund managed by the same investment advisor (which funds are not
then Lenders hereunder), only a single $3,500 fee shall be payable for all such
contemporaneous assignments.

Upon such execution, delivery, acceptance and recording, from and after the
effective date specified in each Assignment and Acceptance, which effective date
shall be at least five (5) Business Days after the execution thereof (unless
otherwise agreed to by the Administrative Agent), (A) the Purchasing Lender
thereunder shall be a party hereto and, to the extent provided in such
Assignment and Acceptance, have the rights and obligations of a Lender hereby
and (B) the Lender thereunder shall, to the extent provided in such assignment,
be released from its obligations under this Agreement.

         (c)      Rights and Duties Upon Assignment. By executing and delivering
an Assignment and Acceptance, the assigning Lender thereunder and the Purchasing
Lender thereunder confirm to and agree with each other and the other parties
hereto as set forth in such Assignment and Acceptance.

         (d)      Register. The Administrative Agent shall maintain a copy of
each Assignment and Acceptance delivered to it and a register for the
recordation of the names and addresses of the Lenders and the amount of the
Extensions of Credit with respect to each Lender from time to time (the
"Register"). The entries in the Register shall be conclusive, in the absence of
manifest error, and the Borrower, the Administrative Agent and the Lenders may
treat each person whose name is recorded in the Register as a Lender hereunder
for all purposes of this Agreement. The Register shall be available for
inspection by the Borrower at any reasonable time and from time to time upon
reasonable prior notice.

         (e)      Issuance of New Notes. Upon its receipt of an Assignment and
Acceptance executed by an assigning Lender and a Purchasing Lender together with
any Note or Notes (if applicable) subject to such assignment and (if applicable)
the written consent to such assignment, the Administrative Agent shall, if such
Assignment and Acceptance has been completed and is substantially in the form of
Exhibit G:


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<PAGE>

                  (i)      accept such Assignment and Acceptance;

                  (ii)     record the information contained therein in the
Register;

                  (iii)    give prompt notice thereof to the applicable Lenders
and the Borrower; and

                  (iv)     promptly deliver a copy of such Assignment and
Acceptance to the Borrower.

Within five (5) Business Days after receipt of notice, the Borrower shall
execute and deliver to the Administrative Agent, in exchange for the surrendered
Note or Notes, a new Note or Notes to the order of such Purchasing Lender (to
the extent requested thereby) in amounts equal to the Revolving Credit
Commitment and/or Term Loan Commitment assumed by it pursuant to such Assignment
and Acceptance and a new Note or Notes to the order of the assigning Lender (to
the extent requested thereby) in an amount equal to the Revolving Credit
Commitment and/or Term Loan Commitment retained by it hereunder. Such new Note
or Notes shall be in an aggregate principal amount equal to the aggregate
principal amount of such surrendered Note or Notes, shall be dated the effective
date of such Assignment and Acceptance and shall otherwise be in substantially
the form of the assigned Notes delivered to the assigning Lender. Each
surrendered Note or Notes shall be canceled and returned to the Borrower.
Notwithstanding anything in this Agreement to the contrary, any Lender which has
not been issued a Note or Notes hereunder may at any time deliver a written
request for a Note or Notes to the Administrative Agent and the Borrower. Within
five (5) Business Days after receipt of notice, the Borrower shall execute and
deliver to the Administrative Agent, a Note or Notes (as applicable) to the
order of such Lender in amounts equal to the Revolving Credit Commitment and/or
Term Loan Commitment of such Lender. Upon receipt thereby, the Administrative
Agent shall promptly deliver such Note or Notes to such Lender.

         (f)      Participations. Each Lender may, without notice to or the
consent of the Borrower or the Administrative Agent, in the ordinary course of
its commercial banking business and in accordance with Applicable Law, sell
participations to one or more banks or other entities (any such bank or other
entity, a "Participant") in all or a portion of its rights and obligations under
this Agreement (including, without limitation, all or a portion of its
Extensions of Credit and the Notes held by it); provided that:

                  (i)      each such participation shall be in an amount not
less than $2,500,000 with respect to the Revolving Credit Facility and
$1,000,000 with respect to the Term Loan Facility;

                  (ii)     such Lender's obligations under this Agreement
(including, without limitation, its Revolving Credit Commitment and/or Term Loan
Commitment, as applicable) shall remain unchanged;

                  (iii)    such Lender shall remain solely responsible to the
other parties hereto for the performance of such obligations;


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<PAGE>

                  (iv)     such Lender shall remain the holder of the Notes held
by it for all purposes of this Agreement;

                  (v)      the Borrower, the Administrative Agent 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;

                  (vi)     such Lender shall not permit such Participant the
right to approve any waivers, amendments or other modifications to this
Agreement or any other Loan Document other than waivers, amendments or
modifications which would reduce the principal of or the interest rate on any
Loan or Reimbursement Obligation, extend the term or increase the amount of the
Revolving Credit Commitment and/or Term Loan Commitment of such Lender, reduce
the amount of any fees to which such Participant is entitled, extend any
scheduled payment date for principal of any Loan or, except as expressly
contemplated hereby or thereby, release substantially all of the Collateral; and

                  (vii)    any such disposition shall not, without the consent
of the Borrower, require the Borrower to file a registration statement with the
Securities and Exchange Commission to apply to qualify the Loans or the Notes
under the blue sky law of any state.

         The Borrower agrees that each Participant shall be entitled to the
benefits of Section 5.7, Section 5.8, Section 5.9, Section 5.10, Section 5.11
and Section 14.3 to the same extent as if it were a Lender and had acquired its
interest by assignment pursuant to paragraph (b) of this Section 14.10; provided
that a Participant shall not be entitled to receive any greater payment under
Section 5.7, Section 5.8, Section 5.9, Section 5.10, and Section 5.11 than the
applicable Lender would have been entitled to receive with respect to the
participation sold to such Participant, unless the sale of the participation to
such Participant is made with the Borrower's prior written consent and such
Participant shall have delivered to the Administrative Agent all United States
Internal Revenue Service Forms required pursuant to Section 5.11(e).

         (g)      Disclosure of Information; Confidentiality. The Administrative
Agent and the Lenders shall hold all non-public information with respect to the
Borrower obtained pursuant to the Loan Documents (or any Hedging Agreement with
a Lender or the Administrative Agent) in accordance with their customary
procedures for handling confidential information; provided, that the
Administrative Agent may disclose information relating to this Agreement to Gold
Sheets and other similar bank trade publications, such information to consist of
deal terms and other information customarily found in such publications and
provided further, that the Administrative Agent or any Lender may disclose any
such information to the extent such disclosure is (i) required by law or
requested or required pursuant to any legal process, (ii) requested by, or
required to be disclosed to, any rating agency, or regulatory or similar
authority (including, without limitation, the National Association of Insurance
Commissioners) or (iii) used in any suit, action or proceeding for the purpose
of defending itself, reducing its liability or protecting any of its claims,
rights, remedies or interests under or in connection with the Loan Documents (or
any Hedging Agreement with a Lender or the Administrative Agent). Any Lender
may, in connection with any assignment, proposed assignment, participation or
proposed participation


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<PAGE>

pursuant to this Section 14.10, disclose to the Purchasing Lender, proposed
Purchasing Lender, Participant, proposed Participant, or to any direct or
indirect contractual counterparty in swap agreements or such contractual
counterparty's professional advisor any information relating to the Borrower
furnished to such Lender by or on behalf of the Borrower; provided, that prior
to any such disclosure, each such Purchasing Lender, proposed Purchasing Lender,
Participant or proposed Participant, contractual counterparty or professional
advisor shall agree to be bound by the provisions of this Section 14.10(g).

         (h)      Certain Pledges or Assignments. Any Lender may, without the
consent of the Borrower or the Administrative Agent, at any time pledge or
assign a security interest in all or any portion of its rights under this
Agreement or any other Loan Document to secure obligations of such Lender,
including without limitation any pledge or assignment to secure obligations to a
Federal Reserve Bank; provided that no such pledge or assignment of a security
interest shall release a Lender form any of its obligations hereunder or
substitute such pledgee or assignee for such Lender as a party hereto. In the
case of any Lender that is a fund that invests in bank loans, such Lender may,
without the consent of the Borrower or Administrative Agent, assign or pledge
all or any portion of its rights under this Agreement, including the Loans and
Notes or any other instrument evidencing its rights as a Lender under this
Agreement, to any holder or, trustee for, or any other representative of holders
of, obligations owed or securities issued, by such fund, as security for such
obligations or securities; provided that any foreclosure or similar action by
such trustee or representative shall be subject to the provisions of this
Section 14.10(b) concerning assignments.

         SECTION 14.11     Amendments, Waivers and Consents. Except as set forth
below or as specifically provided in any Loan Document, any term, covenant,
agreement or condition of this Agreement or any of the other Loan Documents may
be amended or waived by the Lenders, and any consent given by the Lenders, if,
but only if, such amendment, waiver or consent is in writing signed by the
Required Lenders (or by the Administrative Agent with the consent of the
Required Lenders) and delivered to the Administrative Agent and, in the case of
an amendment, signed by the Borrower; provided, that no amendment, waiver or
consent shall (a) increase the Revolving Credit Commitment or Term Loan
Commitment of any Lender or increase the amount of the Loans, (b) reduce the
rate of interest or fees payable on any Loan or Reimbursement Obligation, (c)
reduce or forgive the principal amount of any Loan or Reimbursement Obligation,
(d) extend the scheduled time or times of payment of the principal of any Loan
or Reimbursement Obligation (including, without limitation, the date of any
principal amortization payment set forth in Section 4.3 or the final maturity
date) or the time or times of payment of interest on any Loan or Reimbursement
Obligation or any fee or commission with respect thereto or the duration of any
Interest Period beyond six (6) months, (e) permit any subordination of the
principal or interest on any Loan or Reimbursement Obligation, (f) release the
Borrower from the Obligations (other than Hedging Obligations) hereunder, (g)
permit any assignment (other than as specifically permitted or contemplated in
this Agreement) of any of the Borrower's rights and obligations hereunder, (h)
release any material portion of the Collateral or release any Security Document
(other than asset sales permitted pursuant to Section 11.5 and as otherwise
specifically permitted or contemplated in this Agreement or the applicable
Security Document) (i) release any Guarantor from its obligations under the
Guaranty Agreement, (j) amend the provisions of this Section 14.11 or the
definition of Required Lenders, in each case with respect


                                       85
<PAGE>

to subsections (a) through (j) above, without the prior written consent of each
Lender or (k) extend the time of the obligation of the Lenders holding Revolving
Credit Commitments to make or issue or participate in Letters of Credit, in each
case, without the prior written consent of each Lender holding Revolving Credit
Loans or a Revolving Credit Commitment.

In addition, no amendment waiver or consent to the provisions of Section
4.4(b)(vi) with respect to the order of application of amounts prepaid, Section
5.4 with respect to the pro rata treatment of payments, or Section 5.5 with
respect to the order of application of proceeds shall be made without the
written consent of each Lender adversely affected thereby.

In addition, no amendment, waiver or consent to the provisions of (a) Article
XIII shall be made without the written consent of the Administrative Agent and
(b) Article III without the written consent of the Issuing Lenders.

         SECTION 14.12     Performance of Duties. The Borrower's obligations
under this Agreement and each of the other Loan Documents shall be performed by
the Borrower at its sole cost and expense.

         SECTION 14.13     All Powers Coupled with Interest. All powers of
attorney and other authorizations granted to the Lenders, the Administrative
Agent and any Persons designated by the Administrative Agent or any Lender
pursuant to any provisions of this Agreement or any of the other Loan Documents
shall be deemed coupled with an interest and shall be irrevocable so long as any
of the Obligations remain unpaid or unsatisfied, any of the Commitments remain
in effect or the Credit Facility has not been terminated.

         SECTION 14.14     Survival of Indemnities. Notwithstanding any
termination of this Agreement, the indemnities to which the Administrative Agent
and the Lenders are entitled under the provisions of this Article XIV and any
other provision of this Agreement and the other Loan Documents shall continue in
full force and effect and shall protect the Administrative Agent and the Lenders
against events arising after such termination as well as before.

         SECTION 14.15     Titles and Captions. Titles and captions of Articles,
Sections and subsections in, and the table of contents of, this Agreement are
for convenience only, and neither limit nor amplify the provisions of this
Agreement.

         SECTION 14.16     Severability of Provisions. Any provision of this
Agreement or any other Loan Document which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective only to the extent
of such prohibition or unenforceability without invalidating the remainder of
such provision or the remaining provisions hereof or thereof or affecting the
validity or enforceability of such provision in any other jurisdiction.

         SECTION 14.17     Counterparts. This Agreement may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and shall be
binding upon all parties, their successors and assigns, and all of which taken
together shall constitute one and the same agreement.


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<PAGE>

         SECTION 14.18     Term of Agreement. This Agreement shall remain in
effect from the Closing Date through and including the date upon which all
Obligations arising hereunder or under any other Loan Document shall have been
indefeasibly and irrevocably paid and satisfied in full and all Commitments have
been terminated. The Administrative Agent is hereby permitted to release all
Liens on the Collateral in favor of the Administrative Agent, for the ratable
benefit of itself and the Lenders, upon repayment of the outstanding principal
of and all accrued interest on the Loans, payment of all outstanding fees and
expenses hereunder and the termination of the Lender's Commitments. No
termination of this Agreement shall affect the rights and obligations of the
parties hereto arising prior to such termination or in respect of any provision
of this Agreement which survives such termination.

         SECTION 14.19     Advice of Counsel. Each of the parties represents to
each other party hereto that it has discussed this Agreement with its counsel.

         SECTION 14.20     No Strict Construction. The parties hereto have
participated jointly in the negotiation and drafting of this Agreement. In the
event an ambiguity or question of intent or interpretation arises, this
Agreement shall be construed as if drafted jointly by the parties hereto and no
presumption or burden of proof shall arise favoring or disfavoring any party by
virtue of the authorship of any provisions of this Agreement.

         SECTION 14.21     Inconsistencies with Other Documents; Independent
Effect of Covenants.

         (a)      In the event there is a conflict or inconsistency between this
Agreement and any other Loan Document, the terms of this Agreement shall
control; provided, that any provision of the Security Documents which imposes
additional burdens on the Borrower or its Subsidiaries or further restricts the
rights of the Borrower or its Subsidiaries or gives the Administrative Agent or
Lenders additional rights shall not be deemed to be in conflict or inconsistent
with this Agreement and shall be given full force and effect.

         (b)      The Borrower expressly acknowledges and agrees that each
covenant contained in Articles IX, X, or XI hereof shall be given independent
effect. Accordingly, the Borrower shall not engage in any transaction or other
act otherwise permitted under any covenant contained in Articles IX, X, or XI
if, before or after giving effect to such transaction or act, the Borrower shall
or would be in breach of any other covenant contained in Articles IX, X, or XI.

                           [Signature pages to follow]


                                       87
<PAGE>


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


                                    WACKENHUT CORRECTIONS CORPORATION,
                                    as Borrower

                                    By:  /s/ John G. O'Rourke
                                        ----------------------------------------
                                         Name:  John G. O'Rourke
                                                --------------------------------
                                         Title: Senior Vice President and
                                                Chief Financial Officer
                                                --------------------------------
<PAGE>



                                    WACHOVIA BANK, NATIONAL ASSOCIATION,
                                    as Administrative Agent and Lender

                                    By: /s/ Dave S. Sozio
                                        ----------------------------------------
                                         Name: Dave S. Sozio
                                               ---------------------------------
                                         Title: Managing Director
                                                --------------------------------
<PAGE>



                                    BNP PARIBAS, as Syndication Agent and Lender

                                    By: /s/ Duane P. Helkowski
                                        ----------------------------------------
                                         Name: Duane P. Helkowski
                                               ---------------------------------
                                         Title: Director
                                                --------------------------------


                                    By: /s/ Shayne P. March
                                        ----------------------------------------
                                         Name: Shayne P. March
                                               ---------------------------------
                                         Title: Vice President
                                                --------------------------------
<PAGE>

                                    [ADDITIONAL LENDERS], as Lender

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