Exhibit 10.11






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                                CREDIT AGREEMENT



                                 March 19, 2004



                                  I-TRAX, INC.,
                                    Borrower



                             BANK OF AMERICA, N.A.,
                              Administrative Agent,
                             Lender and Issuing Bank


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                                  $ 20,000,000

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                                CREDIT AGREEMENT


         THIS CREDIT AGREEMENT (this "Agreement"), dated as of March 19, 2004,
is made and entered into on the terms and conditions hereinafter set forth, by
and among I-TRAX, INC., a Delaware corporation (the "Borrower"), all
Subsidiaries of the Borrower now or hereafter becoming parties to this Agreement
(collectively, the "Guarantors" and, individually, a "Guarantor"), those several
lenders who are or become parties to this Agreement (collectively, the "Lenders"
and, individually, a "Lender"), and BANK OF AMERICA, N.A., a national banking
association ("Bank of America"), as administrative agent for the Lenders and the
Issuing Bank (in such capacity, the "Administrative Agent") and as Issuing Bank.


THE PARTIES HERETO AGREE AS FOLLOWS:


                                   ARTICLE 1

                          DEFINITIONS, ACCOUNTING TERMS
                         AND PRINCIPLES OF CONSTRUCTION

1.1. Defined Terms. In addition to terms defined elsewhere herein, the following
terms, as used in this Agreement, shall have the respective meanings set forth
below. Terms defined in the singular shall have the same meaning when used in
the plural, and vice versa, unless otherwise expressly indicated. If the meaning
of any term is stated to be "None" or "Not applicable", provisions of this
Agreement involving the application of that term shall be disregarded as to that
term. When used in this Agreement:

         "Accounting Changes" shall mean changes in accounting principles
required or permitted by the promulgation of any rule, regulation, pronouncement
or opinion by the Financial Accounting Standards Board of the American Institute
of Certified Public Accountants or, if applicable, the Commission.

         "Administrative Agent" shall mean Bank of America or such successor
Administrative Agent as may be appointed by the Lenders pursuant to Section
12.10.

         "Affiliate" shall mean, as to any Person, any other Person directly or
indirectly controlling (including all directors, officers and employees of such
Person), directly or indirectly controlled by or under direct or indirect common
control with such Person.

         "Affiliate Transaction" shall have the meaning given such term in
Section 9.9.

         "Agent-Related Persons" shall mean the Administrative Agent, together
with its Affiliates, and the officers, directors, employees, agents and
attorneys-in-fact of such Persons and Affiliates.


<PAGE>


         "Applicable Bankruptcy Law" shall mean, with respect to any Guarantor,
Title 11 of the United States Code, and any other laws governing bankruptcy,
suspension of payments, reorganization, arrangement, adjustment of debts, relief
of debtors, dissolution or insolvency and any other similar laws applicable to
such Guarantor.

         "Applicable Base Rate Margin" shall mean the margin to be added to the
Base Rate for purposes of determining the interest rate(s) applicable to Base
Rate Loans and Swingline Loans from time to time, which shall be determined as
provided in Section 2.15.

         "Applicable Commitment Fee Percentage" shall mean the percentage to be
used to calculate Commitment Fees from time to time, which shall be determined
as provided in Section 2.15.

         "Applicable Eurodollar Rate Margin" shall mean the margin to be added
to the Eurodollar Rate for purposes of determining the interest rate(s)
applicable to Eurodollar Loans from time to time, which shall be determined as
provided in Section 2.15.

         "Applicable Letter of Credit Fee Percentage" shall mean the annualized
percentage to be used to calculate Letter of Credit Fees from time to time,
which shall be determined as provided in Section 2.15.

         "Asset Acquisition" shall mean (a) any Investment by the Borrower or
any of its Subsidiaries in any other Person pursuant to which such Person shall
become a Subsidiary of the Borrower or any of its Subsidiaries or shall be
merged with the Borrower or any of its Subsidiaries or (b) any acquisition by
the Borrower or any of its Subsidiaries of the assets of any Person (other than
a Subsidiary of the Borrower) that constitute all or substantially all of the
assets of such Person or comprise any division or line of business of such
Person.

         "Asset Sale" shall mean any Disposition or series of related
Dispositions of any asset(s) of the Borrower or any Guarantor, excluding (a) any
such Disposition to the extent that (i) such assets were acquired with funds
advanced by a customer of the Borrower or a Guarantor pursuant to a contract
with that customer and (ii) the proceeds of such Disposition are used to repay
the amounts so advanced as required by such contract, and (b) any such
Disposition permitted by subsections 9.3(a), (b) or (c), that yields gross
proceeds to the Borrower or any such Guarantor (valued at the initial principal
amount thereof in the case of non-cash proceeds consisting of notes or other
debt securities and valued at fair market value in excess of (i) $50,000, for
the period from the date of this Agreement until the day that is eighteen (18)
months after the date hereof, and (2) $100,000, for the period on and after the
day that is eighteen (18) months after the date hereof.

         "Assignment and Assumption" shall mean an assignment and assumption,
substantially in the form of Exhibit 13.2, between a transferor Lender and a
proposed transferee, regarding the sale, assignment, transfer or other
disposition (other than the sale of a participation) of all or any amount of the
Commitments, Loans and participations in the Letters of Credit of such Lender.


                                      -2-
<PAGE>


         "Base Rate" shall mean, for any period, the greater of (1) the
fluctuating rate of interest per annum from time to time established by Bank of
America as its "prime rate", regardless of whether published or publicly
announced, or (2) a fluctuating rate of interest per annum equal to one-half of
one percentage point (0.5%) in excess of the Federal Funds Rate in effect from
time to time. Each change in the Base Rate shall be effective as of the opening
of business on the day such change occurs. The parties hereto acknowledge that
the rate established by Bank of America as its "prime rate" is an index or base
rate and is not necessarily the lowest rate charged to its customers or other
banks. In the event that Bank of America discontinues or abandons the practice
of establishing a prime rate, or should the same become unascertainable, the
Administrative Agent shall designate a comparable reference rate for use in
determining the Base Rate for purposes hereof.

         "Base Rate Loans" shall mean Term Loans or Revolving Loans bearing
interest at rates determined by reference to the Base Rate.

         "Borrower Healthcare Facility" shall have the meaning given such term
in Section 7.24.

         "Borrowing" shall mean a borrowing consisting of (1) Term Loans made to
the Borrower on the same day by the Lenders ratably according to their
respective Term Loan Commitments pursuant to the provisions of Section 2.2, (2)
Revolving Loans made to the Borrower on the same day by the Lenders ratably
according to their respective Revolving Credit Commitments pursuant to the
provisions of Section 2.3, and (3) a Swingline Loan made to the Borrower by the
Swingline Lender according to the Swingline Commitment pursuant to the
provisions of Section 2.4.

         "Business Day" shall mean any day other than a Saturday, a Sunday or
any other day on which commercial banks in Nashville, Tennessee are either
authorized or required by law or executive order to close; provided that for
purposes of provisions of this Agreement relating to Eurodollar Loans, "Business
Day" shall include only those days that meet the foregoing requirements and on
which trading in Dollar deposits is conducted in the London interbank Eurodollar
market.

         "Capital Expenditures" shall mean, as to any Person for any period, the
aggregate of all expenditures by such Person and its Subsidiaries for the
acquisition or leasing (pursuant to a Capitalized Lease) of fixed or capital
assets or additions to equipment (including replacements, capitalized repairs
and improvements during such period) that should be capitalized on a
consolidated balance sheet of such Person and its Subsidiaries in conformity
with GAAP, including charges in respect of Capitalized Lease Obligations
exclusive of imputed interest on such Capitalized Lease Obligations.

         "Capital Stock" shall mean any and all shares, interests,
participations or other equivalents (however designated) of capital stock of a
corporation, any and all equivalent ownership interests in a Person other than a
corporation and any and all warrants, rights or options to purchase any of the
foregoing.



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<PAGE>


         "Capitalization" shall mean, for the Borrower and its Subsidiaries on a
consolidated basis, the sum of Consolidated Funded Indebtedness plus
Consolidated Net Worth.

         "Capitalized Lease" shall mean, as to any Person, any lease of property
by such Person as lessee that would be capitalized on a balance sheet of such
Person prepared in conformity with GAAP.

         "Capitalized Lease Obligations" shall mean, as to any Person, the
capitalized amount of the obligations of such Person and its Subsidiaries under
all Capitalized Leases.

         "Cash Equivalents" shall mean, at any time,

     (a)  certificates  of  deposit  or time  deposits  having  a  maturity  not
          exceeding  ninety  (90)  days,  and  demand  deposits,  that are fully
          insured by the  Federal  Deposit  Insurance  Corporation  and that are
          maintained  with  commercial  banks  organized and existing  under, or
          chartered or otherwise qualified to do business under, the laws of the
          United  States of America  or any State  thereof  or the  District  of
          Columbia;

     (b)  Government Obligations having a maturity not exceeding one (1) year;

     (c)  commercial paper rated at least A-1 by S&P or P-1 by Moody's, having a
          maturity not exceeding ninety (90) days;

     (d)  certificates  of  deposit  or time  deposits  maintained  with (i) the
          Lenders or (ii) other  commercial  banks having  capital and undivided
          surplus of at least $500 million and issuing commercial paper rated as
          described  in the  preceding  clause (c) and  organized  and  existing
          under, or chartered or otherwise  qualified to do business under,  the
          laws of the  United  States of  America  or any State  thereof  or the
          District of  Columbia,  having a maturity  not  exceeding  ninety (90)
          days;

     (e)  repurchase  agreements or investment  contracts  having a maturity not
          exceeding seven (7) days with a financial  institution  insured by the
          Federal  Deposit  Insurance  Corporation,  or any broker or dealer (as
          defined in the  Securities  Exchange  Act of 1934) that is a dealer in
          government bonds and that is recognized by trades with and reports to,
          a Federal  Reserve Bank as a primary dealer in government  securities;
          provided that in any case (i) collateral is pledged for the repurchase
          agreement or investment  contract,  which  collateral  consists of (A)
          Government  Obligations  or evidences  of  ownership of  proportionate
          interests in future  interest  and  principal  payments on  Government
          Obligations held by a bank or trust company as custodian,  under which
          the owner of the  investment is the real party in interest and has the
          right to proceed directly and individually against the obligor on such
          obligations, and which underlying obligations are held in a segregated
          account and not available to satisfy any claim of the custodian or any
          person claiming  through the custodian or to whom the custodian may be
          obligated  or  (B)  evidences  of  indebtedness  issued  by any of the
          following:  Bank of  Cooperatives,  Export-Import  Bank of the  United
          States,  Farmers Home Administration,  Federal Financing Bank, Federal
          Home  Loan  Bank  System,   Federal  Home  Loan



                                      -4-
<PAGE>


          Mortgage Corporation (including participation  certificates),  Federal
          Housing  Administration,  Federal Farm Credit Banks,  Federal National
          Mortgage   Association,   Government  National  Mortgage  Association,
          Inter-American Development Bank, International Bank for Reconstruction
          and Development,  Small Business Administration or any other agency or
          instrumentality  of the United States of America  created by an act of
          Congress that is  substantially  similar to the foregoing in its legal
          relationship to the United States of America,  (ii) the current market
          value  of  the  collateral   securing  the  repurchase   agreement  or
          investment  contract is at least equal to the amount of the repurchase
          agreement or investment contract and (iii) the current market value of
          the collateral is determined not less frequently than monthly;

     (f)  investments  in money market funds  substantially  all of whose assets
          consist of securities of the types described in the foregoing  clauses
          (b) through (e);

     (g)  investments  in  obligations  the  return  with  respect  to  which is
          excludable  from gross income under Section 103 of the Code,  having a
          maturity of not more than six (6) months or  providing  the holder the
          right to put such  obligations  for purchase at par upon not more than
          twenty-eight  (28) days'  notice,  and which are rated at least A-1 by
          S&P or P-1 by Moody's at the time such investment is made;

     (h)  investments in tax free money market funds all of whose assets consist
          of securities of the types described in the foregoing clause (g); and

     (i)  investments,  redeemable upon not more than seven (7) days' notice, in
          money market  preferred  municipal  bond funds that are rated at least
          AAA by S&P or Aaa by Moody's.

         "Change of Control" shall mean the occurrence of one or more of the
following events:

     (a)  any sale,  lease,  exchange or other transfer (in one transaction or a
          series of related  transactions)  of all or  substantially  all of the
          assets of the Borrower  (regardless of whether otherwise in compliance
          with the provisions of this Agreement);

     (b)  the liquidation or dissolution of the Borrower  (regardless of whether
          otherwise in compliance with the provisions of this Agreement);

     (c)  any Person or group (as  defined in  Section  13(d) of the  Securities
          Exchange Act of 1934) shall become the owner,  directly or indirectly,
          beneficially or of record, of shares representing more than 30% of the
          aggregate   ordinary  voting  power  represented  by  the  issued  and
          outstanding Capital Stock ("Voting Stock") of the Borrower;

     (d)  the  replacement  of a  majority  of the  board  of  directors  of the
          Borrower over a two-year period from the directors who constituted the
          board of directors  of the  Borrower at the  beginning of such period,
          and such  replacement  shall  not have been  approved  by a vote of at
          least a majority of the board of directors of the Borrower  then


                                      -5-
<PAGE>


          still in office who either were  members of such board of directors at
          the  beginning  of such  period or whose  election as a member of such
          board of directors was previously so approved by members of such board
          of directors; or

     (e)  the  merger or  consolidation  of the  Borrower  with or into  another
          Person or the  merger of  another  Person  with or into the  Borrower,
          other than (i) the  Merger,  and (ii) a  transaction  following  which
          holders of securities that represented 100% of the Voting Stock of the
          Borrower  immediately  prior to such  transaction (or other securities
          into which such  securities  are  converted  as part of such merger or
          consolidation  transaction)  own  directly  or  indirectly  at least a
          majority  of the  voting  power of the Voting  Stock of the  surviving
          Person in such merger or consolidation  transaction  immediately after
          such  transaction and in  substantially  the same proportion as before
          the transaction.

         "CHD Meridian" shall mean Meridian Occupational Healthcare Associates,
Inc., a Delaware corporation d/b/a CHD Meridian Healthcare.

         "CHD Meridian Credit Agreement" shall mean the Second Amended and
Restated Credit Agreement dated as of May 15, 2000, by and between CHD Meridian
and Bank of America, as heretofore amended by an Amendment to Second Amended and
Restated Credit Agreement dated November 15, 2002, by and between CHD Meridian
and Bank of America, by a Second Amendment to Second Amended and Restated Credit
Agreement dated May 15, 2003, by and between CHD Meridian and Bank of America,
and by a Third Amendment to Second Amended and Restated Credit Agreement dated
December 8, 2003, by and between CHD Meridian and Bank of America.

         "Code" shall mean the Internal Revenue Code of 1986.

         "Collateral" shall mean all property and interests in property,
presently owned or hereafter acquired or presently existing or hereafter created
by the Credit Parties, including any and all proceeds thereof, in which a
security interest has been granted in favor of the Administrative Agent for the
ratable benefit of the Lenders, the Issuing Bank and the Administrative Agent,
whether under this Agreement, the Security Documents or any other Loan Document.

         "Collateral Account" shall mean the Collateral Account described in
Section 11.3.1.

         "Commission" shall mean the United States Securities and Exchange
Commission or any successor entity.

         "Commitment Fees" shall have the meaning given such term in Section
2.13.3.

         "Commitments" shall mean the Term Loan Commitments, the Revolving
Credit Commitments and the Letter of Credit Commitments, which collectively are
in the initial aggregate amount set forth in Section 2.1 and in the case of each
Lender are in the initial amount set forth with such Lender's signature on this
Agreement or the Assignment and Assumption


                                      -6-
<PAGE>



pursuant to which such Lender became a party hereto, and which are subject to
adjustment as provided in Section 2.1.

         "Commonly Controlled Entity" shall mean a Person that is under common
control with the Borrower within the meaning of subsection 414(b), (c), (m), (n)
or (o) of the Code.

         "Compliance Certificate" shall mean a certificate signed by a
Responsible Officer of the Borrower, substantially in the form of Exhibit 1.1A,
duly completed, regarding, among other things, compliance with the financial
covenants contained herein.

         "Consolidated Funded Indebtedness" shall mean, for the Borrower and its
Subsidiaries on a consolidated basis, (1) all Indebtedness of the Borrower and
its Subsidiaries of the types described in clauses (a) through (h) of the
definition of "Indebtedness" in this Agreement, and (2) without duplication, all
Contingent Obligations the primary obligation of which is Indebtedness of the
type described in the foregoing clause (1).

         "Consolidated Net Income" shall mean, for the Borrower and its
Subsidiaries on a consolidated basis for any period, the net income (or loss)
after taxes of the Borrower and its Subsidiaries on a consolidated basis for
such period taken as a single accounting period, determined in conformity with
GAAP; provided that there shall be excluded therefrom (1) extraordinary or
nonrecurring items of gain (but not loss) and corresponding tax consequences,
(2) the net income (but not loss) of any Subsidiary of the Borrower to the
extent that the declaration of dividends or similar distributions of that income
by that Subsidiary is actually restricted by contract or operation of law,
except to the extent of cash dividends or distributions actually paid by that
Subsidiary to the Borrower or a Wholly Owned Subsidiary of the Borrower, and (3)
income or loss attributable to discontinued operations.

         "Consolidated Net Worth" shall mean, for the Borrower and its
Subsidiaries on a consolidated basis, shareholders' or owner's equity,
determined in conformity with GAAP.

         "Contingent Obligations" shall mean, as to any Person, any contingent
obligation calculated in conformity with GAAP, and in any event shall include
(without duplication) all indebtedness, obligations or other liabilities of such
Person guaranteeing or in effect guaranteeing the payment or performance of any
indebtedness, obligation or other liability, whether or not contingent
(collectively, the "primary obligations"), of any other Person (the "primary
obligor") in any manner, whether directly or indirectly, including any
indebtedness, obligation or other liability of such Person, (a) to purchase any
such primary obligation or any property constituting direct or indirect security
therefor, (b) to advance or supply funds (i) for the purchase or payment of any
such primary obligation or (ii) to maintain working capital or equity capital of
the primary obligor or otherwise to maintain the net worth or solvency of the
primary obligor, (c) to purchase property, securities or services primarily for
the purpose of assuring the owner of any such primary obligation of the ability
of the primary obligor to make payment of such primary obligation, or (d)
otherwise to assure or hold harmless the owner of such primary obligation
against loss with respect thereto.




                                      -7-
<PAGE>


         "Contractual Obligations" shall mean, as to any Person, any and all
indebtedness, obligations or other liabilities of such Person, now existing or
hereafter arising, whether due or not due, absolute or contingent, liquidated or
unliquidated, direct or indirect, express or implied, individually or jointly
with others, pursuant to the provisions of any document, instrument or agreement
to which such Person is a party or by which such Person or any of its property
is or may be bound or affected or pursuant to the provisions of any security
issued by such Person.

         "Control" shall mean the possession, directly or indirectly (including
through intermediaries), of the power to direct or cause the direction of the
management and policies of a Person, whether through the ownership of voting
securities, by contract or otherwise, and the terms "controlling" and
"controlled" have corresponding meanings.

         "Credit Facility Base" shall mean, as of any date of determination, the
sum of (1) eighty percent (80%) of Eligible Accounts, plus (2) fifty percent
(50%) of Eligible FF&E.

         "Credit Facility Base Certificate" shall mean a certificate of a
Responsible Officer of the Borrower, substantially in the form of Exhibit 1.1B,
duly completed, regarding the calculation of the Credit Facility Base.

         "Credit Fees" shall mean the credit fees payable as provided in Section
2.13.

         "Credit Parties" shall mean the Borrower and each existing and future
Guarantor, individually and collectively.

         "Default" shall mean any of the events specified in Section 11.1,
regardless of whether any requirement for the giving of notice (and if
applicable, an opportunity to cure), the lapse of time or both has been
satisfied.

         "Default Rate" shall mean the rate(s) per annum applicable to Loans
from time to time pursuant to Tier 3 of Section 2.15, plus two percentage points
(2.00%); provided, however, that in no event shall any Default Rate exceed the
Highest Lawful Rate.

         "Defaulting Lender" shall mean any Lender that (a) has failed to fund
any portion of the Loans, participations in Letter of Credit Liabilities or
participations in Swingline Loans required to be funded by it hereunder, within
one Business Day of the date required to be funded by it hereunder, (b) has
otherwise failed to pay over to the Administrative Agent or any other Lender any
other amount required to be paid by it hereunder within one Business Day of the
date when due, unless the subject of a good faith dispute, or (c) has been
deemed insolvent or become the subject of a bankruptcy or insolvency case or
proceeding.

         "Disposition" shall mean any sale, lease, sale and leaseback,
assignment, conveyance, transfer or other disposition of property, and the terms
"Dispose" and "Disposed of" shall have correlative meanings.

         "Dollars" and "$" shall mean lawful money of the United States of
America.



                                      -8-
<PAGE>


         "Domestic Subsidiary" shall mean any Subsidiary of the Borrower
organized under the laws of any jurisdiction within the United States of
America.

         "EBITDA" shall mean, for the Borrower and its Subsidiaries on a
consolidated basis for any period, the sum of Consolidated Net Income plus (a)
the following, without duplication and to the extent deducted in computing
Consolidated Net Income: (1) Interest Expense, (2) federal, state, local and
foreign income, value-added and similar tax expense, (3) depreciation, and (4)
amortization of intangible assets and other non-cash charges, less (b) any
non-cash items increasing Consolidated Net Income for such period (except to the
extent cash relating to such item has been received after the date of this
Agreement).

         "EBITDAR" shall mean, for the Borrower and its Subsidiaries on a
consolidated basis for any period, EBITDA plus Rent Expense.

         "Eligible Accounts" shall mean, as of any date of determination,
accounts of the Borrower and the Guarantors, excluding:

                  (a) any account that does not represent a complete bona fide
         transaction fully earned by performance and requiring no further action
         to make such account payable by the account debtor;

                  (b) any account for which the invoice therefor has not been
         delivered;

                  (c) any account not payable in Dollars;

                  (d) any account that, at the date of issuance of the invoice
         therefor, was by its terms payable more than 60 days after provision of
         the related goods or services;

                  (e) any account due from (i) any Subsidiary or Affiliate of
         the Borrower or (ii) any employee, agent or representative of the
         Borrower or any of its Subsidiaries or Affiliates;

                  (f) any account with respect to all or part of which a check,
         promissory note, draft, trade acceptance or other instrument for the
         payment of money has been presented for payment and returned
         uncollected for any reason;

                  (g) any account as to which any one or more of the following
         events has occurred with respect to the applicable account debtor: the
         filing by or against such account debtor of a request or petition for
         liquidation, reorganization, arrangement, adjustment of debts,
         adjudication as a bankrupt, or other relief under the bankruptcy,
         insolvency, or similar laws of the United States of America, any state
         or territory thereof, or any foreign jurisdiction; the making of any
         general assignment by such account debtor for the benefit of creditors,
         or the appointment of a receiver or trustee for such account debtor or
         for any of the assets of such account debtor; the inability to pay or
         the nonpayment by such account debtor of its debts generally as they
         become due; or the cessation of the business of such account debtor as
         a going concern; provided that this


                                      -9-
<PAGE>


         clause (g) shall not apply to any billed account of a
         debtor-in-possession in a case under Chapter 11 of Title 11 of the
         United States Code that has received court-approved
         debtor-in-possession financing, if such account arises from the sale of
         goods or the provision of services to such debtor subsequent to the
         filing of the petition for relief in the case;

                  (h) any account due from an account debtor incorporated under
         the laws of any jurisdiction other than the United States of America or
         any state thereof or whose principal place of business or a substantial
         portion of whose assets is located outside of the United States of
         America;

                  (i)      any account that remains unpaid for more than 120
        days after the date of the original invoice;

                  (j) all accounts from any account debtor if more than 20% of
         the aggregate amount of the accounts of such account debtor are
         ineligible pursuant to clause (i) above;

                  (k) any account with respect to which there is any unresolved
         dispute, defense, offset or counterclaim with or by the respective
         account debtor, but only to the extent of the amount shown to be due on
         the invoice(s) with respect to which there is any dispute;

                  (l) any account as to which either (i) the perfection,
         enforceability or validity of the Administrative Agent's security
         interest in such account, or (ii) the Administrative Agent's right or
         ability to obtain direct payment of the proceeds of such account, is
         governed by any federal or state statutory requirements other than
         those of the UCC (including the Federal Assignment of Claims Act, 31
         U.S.C. ss. 3727);

                  (m) any account as to which (i) the Administrative Agent does
         not have a valid and enforceable first priority security interest,
         subject to no other Liens other than Permitted Liens or (ii) there
         exists any material regulatory, administrative or judicial obstacles to
         the Administrative Agent's direct enforcement of the account against
         the account debtor or (iii) the Administrative Agent does not have a
         right of direct payment upon an Event of Default;

                  (n) any account that has not been created in the ordinary
         course of business; and

                  (o) any account due from an account debtor whose total
         accounts exceeds 10% of the aggregate amount of all the Eligible
         Accounts; provided that only accounts due from such account debtor in
         excess of 10% of the aggregate amount of all of the Eligible Accounts
         shall be ineligible; provided further that, with respect to accounts
         due from Goodyear Tire & Rubber Company (and other account debtors
         mutually approved by the Borrower and the Administrative Agent for this
         purpose), the foregoing limitation shall not apply to any such account
         that is unpaid for less than 30 days after the original invoice.



                                      -10-
<PAGE>


         "Eligible FF&E" shall mean, as of any date of determination, the
aggregate net book value (calculated in accordance with GAAP) of the
furnishings, furniture and equipment of the Borrower and its Subsidiaries in
which the Administrative Agent, for the benefit of the Lenders and the Issuing
Bank, has a first priority perfected security interest, excluding (a) leasehold
improvements and any other property so affixed to real estate as to become a
fixture, (b) property that is obsolete or worn-out, and (c) intangible items,
such as capitalized software development costs.

         "Environmental Laws" shall mean all federal, state, regional, county or
local laws, statutes, rules, regulations or ordinances, now or hereafter in
effect, relating to the generation, recycling, use, reuse, sale, storage,
handling, transport, treatment or disposal of Hazardous Materials, including the
Comprehensive Environmental Response Compensation Liability Act of 1980, as
amended by the Superfund Amendments and Reauthorization Act of 1986, 42
U.S.C.ss.9601 et seq., the Resource Conservation and Recovery Act of 1976, as
amended by the Solid and Hazardous Waste Amendments of 1984, 42 U.S.C.ss.6901 et
seq., the Toxic Substances Control Act, 15 U.S.C.ss.2601 et seq., the Hazardous
Materials Transportation Act, 49 U.S.C.ss.1801, et seq., the Clean Air Act, 42
U.S.C.ss.7401 et seq., the Clean Water Act of 1977, 33 U.S.C.ss.1251 et seq.,
the Tennessee Hazardous Waste Management Act of 1977, Tenn. Code
Ann.ss.68-212-101 et seq., the Tennessee Hazardous Waste Management Act of 1983,
Tenn. Code Ann.ss.68-212-201 et seq., and any rules, regulations and guidance
documents promulgated or published thereunder, and any state, regional, county
or local statute, law, rule, regulation or ordinance now or hereafter in effect
that relates to public health or safety, to the discharge, emission or disposal
of Hazardous Materials in or to air, water, land or groundwater, to the
withdrawal or use of groundwater, to the use, handling or disposal of asbestos,
polychlorinated biphenyls, petroleum, petroleum derivatives or by-products,
other hydrocarbons or urea formaldehyde, to the treatment, storage, disposal or
management of Hazardous Materials, to exposure to Hazardous Materials or to the
transportation, storage, disposal, management or release of gaseous or liquid
substances, and any regulation, order, injunction, judgment, declaration, notice
or demand issued thereunder.

         "ERISA" shall mean the Employee Retirement Income Security Act of 1974.

         "Eurocurrency Reserve Requirements" shall mean for any day as applied
to a Eurodollar Loan, the aggregate (without duplication) of the maximum rates
(expressed as a decimal fraction, carried to five decimal places) of the reserve
requirements in effect on such day (including basic, supplemental, marginal and
emergency reserves under any regulations of the Federal Reserve Board or any
other banking authority or other Governmental Authority having jurisdiction with
respect thereto) prescribed for eurocurrency funding (currently referred to as
"Eurocurrency Liabilities" in Regulation D of the Federal Reserve Board)
maintained by a member bank of the Federal Reserve System. Eurodollar Loans
shall be deemed to constitute Eurocurrency Liabilities and as such shall be
deemed to be subject to such reserve requirements without benefit or credit for
proration, exceptions or offsets that may be available from time to time to any
Lender under Regulation D. Eurocurrency Reserve Requirements shall be deemed
adjusted automatically on and as of the effective date of any change in any
reserve percentage.



                                      -11-
<PAGE>


         "Eurodollar Base Rate" shall mean, for each day during each Interest
Period with respect to a Eurodollar Loan:

                  (a) the rate per annum (rounded upward, if necessary, to the
         nearest 0.01%) determined by the Administrative Agent to be the offered
         rate that appears on the page of the Telerate screen (or any successor
         thereto) that displays an average British Bankers Association Interest
         Settlement Rate in the London interbank Eurodollar market for deposits
         in Dollars in an amount equal to the principal amount of such
         Eurodollar Loan (for delivery on the first day of such Interest Period)
         with a term equivalent to such Interest Period, determined as of
         approximately 11:00 a.m. (London time) on the Interest Rate
         Determination Date immediately prior to the beginning of such Interest
         Period, or

                  (b) if the rate referenced in the preceding clause (a) does
         not appear on such page or service or such page or service shall not be
         available, the rate per annum (rounded upward, if necessary, to the
         nearest 0.01%) determined by the Administrative Agent to be the offered
         rate on such other page or other service that displays an average
         British Bankers Association Interest Settlement Rate in the London
         interbank Eurodollar market for deposits in Dollars in an amount equal
         to the principal amount of such Eurodollar Loan (for delivery on the
         first day of such Interest Period) with a term equivalent to such
         Interest Period, determined as of approximately 11:00 a.m. (London
         time) on the Interest Rate Determination Date immediately prior to the
         beginning of such Interest Period, or

                  (c) if the rates referenced in the preceding clauses (a) and
         (b) are not available, the rate per annum (rounded upward, if
         necessary, to the nearest 0.01%) determined by the Administrative Agent
         as the rate of interest for deposits in Dollars in the approximate
         amount of such Eurodollar Loan, for delivery on the first day of such
         Interest Period in same day funds by Bank of America and with a term
         equivalent to such Interest Period, that would be offered by Bank of
         America's London Branch to major banks in the London interbank
         Eurodollar market at their request at approximately 4:00 p.m. (London
         time) on the Interest Rate Determination Date immediately prior to the
         beginning of such Interest Period.

         "Eurodollar Loans" shall mean Term Loans or Revolving Loans bearing
interest at rates determined by reference to the Eurodollar Rate.

         "Eurodollar Rate" shall mean, for each day during each Interest Period
with respect to a Eurodollar Loan, a rate per annum determined for such day in
accordance with the following formula (rounded upward, if necessary, to the
nearest 0.01%):

         Eurodollar Rate = Eurodollar Base Rate / (1.00 - Eurocurrency Reserve
Requirements)

         "Event of Default" shall mean any of the events specified in Section
11.1, provided that any requirement for the giving of notice (and if applicable,
an opportunity to cure), the lapse of time or both has been satisfied.



                                      -12-
<PAGE>


         "Excluded Foreign Subsidiary" shall mean any Foreign Subsidiary in
respect of which either (1) the pledge of all of the Capital Stock of such
Subsidiary as Collateral or (2) the guaranteeing by such Subsidiary of the
Obligations, would, in the good faith judgment of the Borrower, result in
material adverse tax consequences to the Borrower and its Subsidiaries, taken as
a whole; provided, however, that a Foreign Subsidiary that is treated as a
pass-through entity for United States federal income tax purposes shall not be
an Excluded Foreign Subsidiary while so treated.

         "Excluded Prepayment Transaction" shall mean (1) the incurrence of any
Indebtedness in accordance with subsections 9.1 (a), (b), (c), (d), (g), (h) or
(i), (2) the incurrence of Subordinated Indebtedness permitted by this
Agreement, the proceeds of which are used in compliance with subsection 9.5(c),
(3) the issuance of any Capital Stock pursuant to subsection 9.6(a), provided
that the proceeds thereof are used in compliance with subsections 9.5(b) or (c),
and (4) the issuance of any Capital Stock pursuant to any stock option, stock
incentive or similar plan of the Borrower.

         "Excluded Subsidiary" shall mean (1) each Excluded Foreign Subsidiary,
(2) the RRG Subsidiary, and (3) any other Subsidiary of the Borrower that owns
assets having a fair market value of $10,000 or less, that engages in no
business and that otherwise has no activities other than activities related to
the maintenance of its existence and good standing.

         "Executive Order" shall have the meaning given such term in Section
7.31.

         "Existing Letters of Credit" shall mean the outstanding letters of
credit, in an aggregate stated amount of $3,250,000, issued by Bank of America
pursuant to the CHD Meridian Credit Agreement.

         "Existing Liens" shall mean those certain Liens in existence on the
date hereof that are described on Schedule 9.2.

         "Facilities" shall mean the Term Loan Facility, the Revolving Credit
Facility, the Swingline Facility and the Letter of Credit Facility.

         "Federal Funds Rate" shall mean, for any period, a fluctuating interest
rate per annum equal, for each day during such period, to the weighted average
of the rates on overnight federal funds transactions with members of the Federal
Reserve System arranged by federal funds brokers, as published for each day (or,
if such day is not a Business Day, for the immediately preceding Business Day)
by the Federal Reserve Bank of New York.

         "Federal Reserve Board" shall mean the Board of Governors of the
Federal Reserve System of the United States (or any successor).

         "Financing Statement" shall mean any UCC financing statement filed in
connection with this Agreement or any other Loan Document.



                                      -13-
<PAGE>


         "Fiscal Quarter" shall mean each of the accounting periods of
approximately three (3) months ending on March 31, June 30, September 30 and
December 31, respectively, of each year.

         "Fiscal Year" shall mean the twelve (12) month period ending on
December 31 of each year.

         "Fixed Charge Coverage Ratio" shall mean, for the Borrower and its
Subsidiaries on a consolidated basis, calculated as of any date of determination
for the period hereinafter specified, the ratio of (a) EBITDAR, less the
Maintenance Capital Expenditure Adjustment, less income, value-added and similar
tax expenses paid in cash, to (b) the sum of the portion of Interest Expense
that was paid in cash or its equivalent during such period, plus current
maturities of term Indebtedness, plus Rent Expense. For each determination date
specified below, the Fixed Charge Coverage Ratio shall be determined for the
indicated period:

            Determination Date                           Applicable Period
            ------------------                           -----------------
        June 30, 2004                              Fiscal Quarter then ending
        September 30, 2004                         Last Two Fiscal Quarters
        December 31, 2004                          Last Three Fiscal Quarters
        March 31, 2005 and thereafter              Last Four Fiscal Quarters

         "Foreign Subsidiary" shall mean any Subsidiary of the Borrower that is
not a Domestic Subsidiary.

         "Funded Indebtedness to Capitalization Ratio" shall mean, for the
Borrower and its Subsidiaries on a consolidated basis, as of any date of
determination, the ratio of Consolidated Funded Indebtedness to Capitalization.

         "Funded Indebtedness to EBITDA Ratio" shall mean, for the Borrower and
its Subsidiaries on a consolidated basis, calculated as of any date of
determination for the period hereinafter specified, the ratio of Consolidated
Funded Indebtedness to EBITDA. For each determination date specified below, the
Funded Indebtedness to EBITDA Ratio shall be determined for the indicated
period:

           Determination Date                            Applicable Period
           ------------------                            -----------------
        June 30, 2004                              Fiscal Quarter then ending
        September 30, 2004                         Last Two Fiscal Quarters
        December 31, 2004                          Last Three Fiscal Quarters
        March 31, 2005 and thereafter              Last Four Fiscal Quarters

For purposes of calculating the Funded Indebtedness to EBITDA Ratio for any
determination date prior to March 31, 2005, EBITDA for the indicated period
shall be annualized; thereafter, EBITDA shall be calculated for the Last Four
Fiscal Quarters.



                                      -14-
<PAGE>


         "Funding Date" shall mean each of the respective dates on which the
funding of a Borrowing made under this Agreement occurs.

         "GAAP" shall mean generally accepted accounting principles set forth in
the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants and in the statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as have been approved by a significant segment
of the accounting profession, as amended or modified from time to time, except
that for purposes of Article 10, GAAP shall be determined on the basis of such
principles in effect on the date hereof and consistent with those used in the
preparation of the most recent audited financial statements described in Section
7.5.

         "Government Obligations" shall mean (a) direct obligations of the
United States of America, (b) obligations for the full and prompt payment of
which the full faith and credit of the United States of America are pledged, and
(c) obligations of agencies or instrumentalities of the United States of America
that are generally recognized as having creditworthiness essentially equivalent
to that of the United States of America.

         "Governmental Authority" shall mean any nation, province, state or
other political subdivision thereof and any government or any natural person or
entity exercising executive, legislative, regulatory or administrative functions
of or pertaining to government.

         "Guaranteed Obligations" shall mean all of the Obligations of the
Borrower guaranteed by the Guarantors pursuant to Article 5.

         "Guarantor" shall mean each Subsidiary of the Borrower, whether now in
existence or hereafter created or acquired, other than an Excluded Subsidiary.

         "Guaranty" shall mean the guarantee of the Obligations of the Borrower
set forth in Article 5.

         "Hazardous Materials" shall mean gasoline, motor oil, fuel oil, waste
oil, other petroleum or petroleum-based products, asbestos, polychlorinated
biphenyls, medical and infectious wastes and any chemical, material or substance
to which exposure is prohibited, limited or regulated by any federal, state,
county, local or regional authority or which, even if not so regulated, is known
to pose a hazard to health and safety, including but not limited to substances
and materials defined or designated as "hazardous substances", "hazardous
wastes", "pollutants", "contaminants", "hazardous materials" or "toxic
substances" under any Environmental Law.

         "Hedge Agreements" shall mean, as to any Person, all interest rate
swaps, caps or collar agreements, interest rate insurance and other similar
agreements or arrangements entered into by such Person to obtain protection
against fluctuations in interest rates or currency exchange rates or the
exchange of nominal interest obligations, either generally or under specific
contingencies.

         "Highest Lawful Rate" shall mean, with respect to each Lender, the
maximum nonusurious interest rate, if any, that at any time or from time to time
may be contracted for,


                                      -15-
<PAGE>



taken, reserved, charged or received on debts outstanding hereunder or under the
Notes, as the case may be, under the laws applicable to such Lender that are
presently in effect or, to the extent allowed by law, under such applicable laws
that may hereafter be in effect and that allow a higher maximum nonusurious
interest rate than applicable laws now allow.

         "Indebtedness" shall mean, as to any Person, all items that in
conformity with GAAP would be shown on the balance sheet of such Person as a
liability and in any event shall include (without duplication) (a) indebtedness
for borrowed money or for notes, debentures or other debt securities, (b) notes
payable and drafts accepted representing extensions of credit regardless of
whether the same represent obligations for borrowed money, (c) reimbursement
obligations (regardless of whether due) in respect of letters of credit issued
for the account of such Person (including any such obligations in respect of any
drafts drawn thereunder), (d) liabilities for all or any part of the deferred
purchase price of property or services, including Purchase Money Debt and all
other liabilities arising from conditional sales contracts and similar title
retention debt instruments, (e) liabilities secured by any Lien on any property
or asset owned or held by such Person regardless of whether the indebtedness
secured thereby shall have been assumed by or is a primary liability of such
Person, (f) Capitalized Lease Obligations, (g) the principal component of any
synthetic lease, tax retention operating lease, off-balance sheet loan or
similar off-balance sheet financing pursuant to which such Person is the obligor
to the extent such transaction is considered indebtedness for federal income tax
purposes but is classified as an Operating Lease in accordance with GAAP, (h)
all Indebtedness described in clauses (a) through (g) of any partnership or
unincorporated joint venture to the extent such Person is legally obligated
therefor or with respect to whom such Person reasonably expects that it will be
liable with respect thereto, (i) Contingent Obligations, (j) for the purposes of
Section 11.1.8 only, all obligations of such Person in respect of Hedge
Agreements, and (k) the liquidation value of any mandatorily redeemable
preferred Capital Stock of such Person or its Subsidiaries held by any Person
other than such Person and its Wholly Owned Subsidiaries.

         "Interest Expense" shall mean, as to any Person and its Subsidiaries on
a consolidated basis for any period, without duplication, (a) interest expense
and amortization of deferred loan costs (calculated without regard to any
limitations on the payment thereof), (b) imputed interest on Capitalized Lease
Obligations and on synthetic leases, tax retention operating leases, off-balance
sheet loans and similar off-balance sheet financing transactions, (c)
commissions, discounts and other fees and charges owed with respect to letters
of credit and unused commitments, and (d) net costs under Hedge Agreements and
any other interest rate protection agreements, all as determined in conformity
with GAAP (except with respect to synthetic leases and similar items, which will
be determined in conformity with calculations for federal income tax purposes).

         "Interest Payment Date" shall mean, (a) with respect to any Swingline
Loan, the first day of each month, (b) with respect to any Base Rate Loan,
January 1, April 1, July 1 and October 1 of each year, commencing on the first
such date after the applicable Funding Date, and (c) with respect to any
Eurodollar Loan, the last day of the Interest Period applicable to such Loan;
provided, however, that with respect to any Interest Period of six (6) months
"Interest Payment Date" also shall include the day that is three (3) months
after the day on which that Interest


                                      -16-
<PAGE>


 Period commenced.

         "Interest Period" shall mean any interest period applicable to a
Eurodollar Loan as determined pursuant to Section 2.16.1.

         "Interest Rate Determination Date" shall mean each date for calculating
the Eurodollar Rate for purposes of determining the interest rate in respect of
an Interest Period, which in each case shall be the second (2nd) Business Day
prior to the first (1st) day of the corresponding Interest Period.

         "Investment" shall mean the making of any loan, advance, extension of
credit or capital contribution to, or the acquisition of any stock, bonds,
notes, debentures or other obligations or securities of, or the acquisition of
any other interest in or the making of any other investment in, any Person. For
purposes of Section 9.4, the amount of any Investment shall be the original cost
of such Investment plus the cost of all additional Investments by the Borrower
or any of its Subsidiaries, without any adjustments for increases or decreases
in value, or write-ups, write-downs or write-offs with respect to such
Investment, reduced by any repayment of principal or a return of capital, as the
case may be, and by the payment of dividends or distributions in connection with
such Investment or any other amounts received in respect of such Investment;
provided that no such repayment of principal, return of capital, payment of
dividends or distributions or receipt of any such other amounts shall reduce the
amount of any Investment if such repayment of principal, return of capital,
payment of dividends or distributions or receipt of any such amounts would be
included in Consolidated Net Income. If the Borrower or any Subsidiary of the
Borrower Disposes of any Capital Stock of any direct or indirect Subsidiary of
the Borrower such that, after giving effect to any such Disposition, such
Subsidiary ceases to be a Subsidiary of the Borrower, the Borrower shall be
deemed to have made an Investment on the date of any such Disposition equal to
the fair market value of the Capital Stock of such Subsidiary not Disposed of.

         "Issuing Bank" shall mean Bank of America and any other financial
institution that, subject to approval by the Administrative Agent and the
Borrower, agrees to become a party to this Agreement and to issue Letters of
Credit pursuant to Section 2.5.

         "Last Four Fiscal Quarters" shall mean, as of any date of
determination, the Fiscal Quarter ending on such date or otherwise then most
recently ended plus the immediately preceding three Fiscal Quarters.

         "Last Three Fiscal Quarters" shall mean, as of any date of
determination, the Fiscal Quarter ending on such date or otherwise then most
recently ended plus the immediately preceding two Fiscal Quarters.

         "Last Two Fiscal Quarters" shall mean, as of any date of determination,
the Fiscal Quarter ending on such date or otherwise then most recently ended
plus the immediately preceding Fiscal Quarter.



                                      -17-
<PAGE>


         "Lending Office" shall mean with respect to any Lender or the
Administrative Agent, the office of each such Lender at the address specified on
the signature pages hereto or in the Assignment and Assumption pursuant to which
it became a Lender, or such other office as any such Lender from time to time
may specify to the Borrower and the Administrative Agent.

         "Letter of Credit Commitments" shall mean, at any time, (a) the
commitment of the Issuing Bank to issue Letters of Credit pursuant to the
provisions of Section 2.5, and (b) the aggregate commitments of all the Lenders
to purchase participations in the Letter of Credit Liabilities pursuant to the
provision of Section 2.6; and the "Letter of Credit Commitment" of any Lender at
any time shall mean an amount equal to such Lender's Percentage multiplied by
the then effective aggregate Letter of Credit Commitments under clause (b)
above. The Letter of Credit Commitments are in the aggregate amount set forth in
Section 2.1.

         "Letter of Credit Facility" shall mean the letter of credit facility
provided by the Lenders pursuant to the Letter of Credit Commitments as more
particularly set forth in Section 2.5.

         "Letter of Credit Fees" shall have the meaning given such term in
Section 2.13.4.

         "Letter of Credit Liabilities" shall mean all liabilities of the
Borrower to the Issuing Bank in respect of Letters of Credit, regardless of
whether any such liability is contingent, and shall consist of the sum, without
duplication, of (a) the amount available to be drawn or that may become
available to be drawn under outstanding Letters of Credit (including all amounts
committed to be paid by the Issuing Bank thereunder), and (b) all amounts that
have been paid or made available by the Issuing Bank thereunder if and to the
extent the Issuing Bank has not received reimbursement from the Borrower
pursuant to the terms hereof.

         "Letter of Credit Request" shall mean a request substantially in the
form of Exhibit 2.5.2 with respect to the proposed issuance of a Letter of
Credit hereunder.

         "Letter of Credit Supportable Obligations" shall mean (a) obligations
of the Borrower or any of its Subsidiaries incurred in the ordinary course of
business with respect to workers' compensation, surety bonds and other similar
statutory obligations, and (b) such other obligations of the Borrower or any of
its Subsidiaries as are reasonably acceptable to the Issuing Bank and the
Administrative Agent and otherwise permitted to exist pursuant to the terms of
this Agreement.

         "Letters of Credit" shall mean the letters of credit issued by the
Issuing Bank pursuant to the provisions of Section 2.5 and shall include the
Existing Letters of Credit.

         "Lien" shall mean, as to any asset, (a) any lien, charge, claim,
mortgage, security interest, pledge, hypothecation or other encumbrance of any
kind with respect to such asset, (b) any interest of a vendor or lessor under
any conditional sale agreement, Capitalized Lease or other title retention
agreement relating to such asset, (c) any reservation, exception, encroachment,
easement, right-of-way, covenant, condition, restriction, lease or other title
exception affecting such asset, or (d) any assignment, deposit, preference,
priority or other security agreement or preferential arrangement of any kind or
nature whatsoever (including any conditional sale or


                                      -18-
<PAGE>


other title retention agreement, any financing lease having substantially the
same economic effect as any of the foregoing, and the filing of any financing
statement under the UCC or comparable law of any jurisdiction).

         "Loan Documents" shall mean this Agreement, the Notes, the Letters of
Credit, the Security Documents, the Specified Hedge Agreements and all other
documents, instruments and agreements now or hereafter executed or delivered
pursuant hereto or in connection herewith.

         "Loans" shall mean Term Loans, Revolving Loans and Swingline Loans.

         "Maintenance Capital Expenditure Adjustment" shall mean, for the
Borrower and its Subsidiaries on a consolidated basis, as of any date of
determination, an amount equal to $700,000.

         "Material Adverse Change" shall mean a material adverse change in (a)
the properties, business, prospects, operations, management or financial
condition of the Borrower and its Subsidiaries, taken as a whole, or (b) the
ability of the Borrower and its Subsidiaries, taken as a whole, to pay and
perform the Obligations.

         "Material Adverse Effect" shall mean a material adverse effect on (a)
the properties, business, prospects, operations, management or financial
condition of the Borrower and its Subsidiaries, taken as a whole, (b) the
ability of the Borrower and its Subsidiaries, taken as a whole, to pay and
perform the Obligations, (c) the validity or enforceability of this Agreement or
the other Loan Documents, (d) the validity, enforceability or priority of the
Liens purported to be created by the Security Documents, or (e) or the rights or
remedies of the Administrative Agent, any Lender or the Issuing Bank hereunder
or under any of the other Loan Documents.

         "Material Contract" shall mean each contract to which the Borrower or
any of its Subsidiaries is a party or a guarantor (or by which it is bound) that
requires payments (either to or for the benefit of, or by or on behalf of, the
Borrower or any of its Subsidiaries) in excess of $350,000 in any twelve-month
period (a) the cancellation, non-performance or non-renewal of which by any
party thereto would have a Material Adverse Effect, or (b) pursuant to which the
Borrower or any of its Subsidiaries may incur Indebtedness for borrowed money or
Capitalized Lease Obligations.

         "Maturity Date" shall mean the Term Loan Maturity Date or the Revolving
Credit Maturity Date, as appropriate in the context.

         "Maximum Guaranty Liability" shall mean the maximum liability hereunder
of the respective Guarantors permitted by Applicable Bankruptcy Law as provided
in Section 5.2.

         "Merger" shall have the meaning given such term in the Merger
Agreement.

         "Merger Agreement" shall mean that certain Merger Agreement dated
December 26, 2003, by and among the Borrower, DCG Acquisition, Inc., a Delaware
corporation, CHD


                                      -19-
<PAGE>


Meridian Healthcare, LLC, a Delaware limited liability company, and CHD
Meridian, as in effect on the date of this Agreement.

         "Moody's" shall mean Moody's Investors Service, Inc. and its
successors.

         "Mortgage" shall mean a mortgage, deed of trust, deed to secure debt or
other real property security instrument (including, in the discretion of the
Administrative Agent, a collateral assignment of lease with respect to real
property leased pursuant to a Capitalized Lease) in favor of the Administrative
Agent (or such other trustee as may be required or desired under applicable
law), for the ratable benefit of the Lenders, securing the Obligations.

         "Multi-Employer Plan" shall mean any multiple employer plan, as defined
in Section 4001(a)(3) of ERISA, that is maintained by the Borrower or any of its
Subsidiaries or a Commonly Controlled Entity.

         "Net Cash Proceeds" shall mean (a) in connection with any Asset Sale or
any Recovery Event, the proceeds thereof in the form of cash and Cash
Equivalents (including any such proceeds received by way of deferred payment of
principal pursuant to a note or installment receivable or purchase price
adjustment receivable or otherwise, but only as and when received) of such Asset
Sale or Recovery Event, net of reasonable and customary attorneys' fees,
accountants fees, investment banking fees, amounts required to be applied to the
repayment of Indebtedness secured by a Lien expressly permitted hereunder on any
asset that is the subject of such Asset Sale or Recovery Event (other than any
Lien pursuant to a Security Document) and other reasonable and customary fees
and expenses, in each case, to the extent actually incurred in connection
therewith and net of taxes paid or reasonably estimated to be payable as a
result thereof (after taking into account any available tax credits or
deductions and any tax sharing arrangements), and (b) in connection with any
issuance or sale of equity securities (excluding common stock issued or sold
pursuant to the exercise of an employee stock option) or debt securities or
instruments or the incurrence of Indebtedness, the cash proceeds and any
non-cash consideration received from such issuance or incurrence, net of
reasonable and customary attorneys' fees, investment banking fees, accountants'
fees, underwriting discounts and commissions and other reasonable and customary
fees and expenses, in each case, to the extent actually incurred in connection
therewith.

         "Non-Defaulting Lenders" shall mean Lenders other than Defaulting
Lenders.

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

         "Notice of Borrowing" shall mean (a) a notice substantially in the form
of Exhibit 2.2.4 with respect to a proposed Borrowing of Term Loans, and (b) a
notice substantially in the form of Exhibit 2.3.4 with respect to a proposed
Borrowing of Revolving Loans.

         "Notice of Conversion/Continuation" shall mean a notice substantially
in the form of Exhibit 2.9.2 with respect to a proposed conversion or
continuation of Loans bearing interest at a rate determined by reference to one
basis to Loans bearing interest at a rate determined by reference to an
alternative basis pursuant to Section 2.9.



                                      -20-
<PAGE>


         "Obligations" shall mean the unpaid principal of and interest on
(including interest accruing after the maturity of the Loans and Letter of
Credit Liabilities and interest accruing after the commencement of any
bankruptcy, insolvency, reorganization or similar case or proceeding with
respect to any Credit Party, regardless of whether a claim for post-filing or
post-petition interest is allowed in such case or proceeding) the Loans, the
Letter of Credit Liabilities and all other indebtedness, obligations and
liabilities of the Credit Parties to the Administrative Agent, any other
Agent-Related Person, any Lender or the Issuing Bank (or, in the case of
Specified Hedge Agreements, any Affiliate of any Lender or any Person that was a
Lender or an Affiliate thereof when such Specified Hedge Agreement was entered
into), whether direct or indirect, absolute or contingent, due or to become due
or now existing or hereafter incurred, that arise under, out of or in connection
with this Agreement, the Notes, the Letters of Credit, any other Loan Document,
any Specified Hedge Agreement or any other document made, delivered or given in
connection herewith or therewith, whether on account of principal, interest,
reimbursement obligations, fees, indemnities, costs, expenses (including all
fees, charges and disbursements of counsel to the Administrative Agent, any
other Agent-Related Person, any Lender or the Issuing Bank that are required to
be paid by any Credit Party pursuant hereto or to any other Loan Document) or
otherwise; provided that (a) Obligations of any Credit Party under any Specified
Hedge Agreement shall be guaranteed and secured pursuant to the Security
Documents only to the extent that, and for so long as, the other Obligations are
so guaranteed or secured and (b) any release of Collateral or a Guarantor
effected in a manner permitted by this Agreement shall not require the consent
of Persons (other than Lenders) who hold obligations under Specified Hedge
Agreements.

         "Operating Lease" shall mean, as to any Person, any lease of property
(whether real, personal or mixed) by such Person as lessee that is not a
Capitalized Lease.

         "Patriot Act" shall have the meaning given such term in Section 7.31.

         "PBGC" shall mean the Pension Benefit Guaranty Corporation established
pursuant to subtitle A of Title IV of ERISA.

         "Percentage" shall mean, as to each Lender:

                  (a) with respect to such Lender's Revolving Credit Commitment
         at any time, a fraction (expressed as a percentage, carried out to the
         ninth decimal place), the numerator of which is the amount of the
         Revolving Credit Commitment of such Lender at such time and the
         denominator of which is the amount of the aggregate Revolving Credit
         Commitments at such time; provided that if the Revolving Credit
         Commitments have been terminated pursuant to Section 11.2, then the
         Percentage of such Lender shall be determined based on the Percentage
         of such Lender immediately prior to such termination and after giving
         effect to any subsequent assignments made pursuant to the terms hereof,

                  (b) with respect to each Lender holding Term Loans at any
         time, a fraction (expressed as a percentage, carried out to the ninth
         decimal place), the numerator of


                                      -21-
<PAGE>


         which is the aggregate principal amount of the Term Loans held by such
         Lender at such time and the denominator of which is the aggregate
         principal amount of all of the Term Loans at such time, and

                  (c) with respect to such Lender's Commitment at any time, a
         fraction (expressed as a percentage, carried out to the ninth decimal
         place), the numerator of which is the amount of the Commitment of such
         Lender at such time and the denominator of which is the amount of the
         aggregate Commitments at such time; provided that if the Revolving
         Credit Commitments have been terminated pursuant to Section 11.2, then
         the Percentage of such Lender under this clause (c) shall be determined
         based on the Percentage of such Lender immediately prior to such
         termination and after giving effect to any subsequent assignments made
         pursuant to the terms hereof.

         "Permitted Liens" shall mean Liens permitted pursuant to the provisions
of Section 9.2.

         "Person" shall mean an individual, corporation, partnership, limited
partnership, limited liability company, limited liability limited partnership,
trust, business trust, association, joint stock company, joint venture, pool,
syndicate, sole proprietorship, unincorporated organization, Governmental
Authority or other form of entity not specifically listed herein.

         "Plan" shall mean an employee pension benefit plan covered by Title IV
of ERISA that is maintained by the Borrower or any of its Subsidiaries or a
Commonly Controlled Entity, and shall include any Single Employer Plan or any
Multi-Employer Plan.

         "Pledged Notes" shall have the meaning given such term in the Security
Agreement.

         "Pledged Stock" shall have the meaning given such term in the Security
Agreement.

         "Pricing Tier Determination Date" shall mean the fifth (5th) Business
Day following each deadline for delivering to the Administrative Agent the
financial statements, financial reports, certificates and other financial
information complying with the requirements of Section 8.1.1 or 8.1.2 and
containing information sufficient to enable a calculation of the Funded
Indebtedness to EBITDA Ratio for the purpose of determining the Applicable Base
Rate Margin, the Applicable Eurodollar Rate Margin, the Applicable Letter of
Credit Fee Percentage and the Applicable Commitment Fee Percentage pursuant to
Section 2.15.

         "Principal Obligor" shall mean, with respect to a specific indebtedness
or obligation, the Person creating, incurring, assuming or suffering to exist
such indebtedness or obligation without becoming liable for same as a surety or
guarantor.

         "Projections" shall mean the projected balance sheets, statements of
income and statements of cash flows for the Borrower and its Subsidiaries for
Fiscal Years 2004 and 2005, prepared or approved by the Borrower and furnished
to the Administrative Agent, the Lenders and the Issuing Bank in connection with
the transactions that are the subject of this Agreement.



                                      -22-
<PAGE>


         "Purchase Money Debt" shall mean (a) Indebtedness of the Borrower or
any of its Subsidiaries that, within thirty (30) days of the purchase of
equipment in which neither the Borrower nor any of its Subsidiaries at any time
prior to such purchase had any interest, is incurred to finance part or all of
(but not more than) the purchase price of such equipment, and that bears
interest at a rate per annum that is commercially reasonable at the time, and
(b) Indebtedness that constitutes a renewal, extension, refunding or refinancing
of, but not an increase in the principal amount of, Purchase Money Debt that is
such by virtue of clause (a), is binding only upon the obligor or obligors under
the Purchase Money Debt being renewed, extended or refunded and bears interest
at a rate per annum that is commercially reasonable at the time.

         "Recovery Event" shall mean any settlement of or payment in respect of
any property or casualty insurance claim or any eminent domain proceeding
relating to any asset of the Borrower or any Guarantor, which settlement or
payment yields gross proceeds to the Borrower or any such Guarantor in excess of
$100,000.

         "Reinvestment Deferred Amount" shall mean, with respect to any
Reinvestment Event, the aggregate Net Cash Proceeds received by the Borrower or
any Guarantor in connection therewith that are not applied to prepay Loans or
reduce the Commitments pursuant to Section 2.1.3 as a result of the delivery of
a Reinvestment Notice.

         "Reinvestment Event" shall mean any Asset Sale or Recovery Event in
respect of which the Borrower has delivered a Reinvestment Notice.

         "Reinvestment Notice" shall mean a written notice executed by a
Responsible Officer of the Borrower stating that no Default has occurred and is
continuing and that either the recipient of Net Cash Proceeds of an Asset Sale
or Recovery Event or the Borrower (directly or indirectly through a Wholly Owned
Subsidiary to the extent otherwise permitted hereunder) intends and expects to
use all or a specified portion of such Net Cash Proceeds to acquire assets
useful in its business.

         "Reinvestment Prepayment Amount" shall mean, with respect to any
Reinvestment Event, the Reinvestment Deferred Amount relating thereto less any
amounts expended prior to the relevant Reinvestment Prepayment Date to acquire
assets useful in the business of the Borrower and its Subsidiaries.

         "Reinvestment Prepayment Date" shall mean, with respect to any
Reinvestment Event, the earlier of (a) the date occurring three hundred and
sixty-five (365) days after such Reinvestment Event, and (b) the date on which
the Borrower shall have determined not to acquire assets useful in the
Borrower's or the applicable Subsidiary's business with all or any portion of
the relevant Reinvestment Deferred Amount.

         "Rent Expense" shall mean, as to any Person for any period, the
aggregate rent and lease expenses recorded by such Person and its Subsidiaries
on a consolidated basis in conformity with GAAP pursuant to any Operating Lease.



                                      -23-
<PAGE>


         "Reportable Event" shall mean any of the events set forth under Section
4043(c) of ERISA or the PBGC regulations thereunder.

         "Requirement of Law" shall mean, as to any Person (a) the partnership
agreement, charter, certificate of incorporation, articles of incorporation,
bylaws, operating agreement or other organizational or governing documents of
such Person, (b) any federal, state or local law, treaty, ordinance, rule or
regulation, and (c) any order, decree or determination of a court, arbitrator or
other Governmental Authority; in each case applicable to or binding upon such
Person or any of its property or to which such Person or any of its property is
subject.

         "Requisite Lenders" shall mean, as of any date of determination,
Lenders holding in the aggregate more than fifty percent (50%) of (a) the
Revolving Credit Commitments and the outstanding Term Loans or (b) if the
Revolving Credit Commitments have been terminated, the outstanding Loans, Letter
of Credit Liabilities, Swingline Loans and participations therein. The Revolving
Credit Commitments of, and the outstanding Term Loans held or deemed held by,
any Defaulting Lender shall be excluded for purposes of making a determination
of Required Lenders.

         "Responsible Officer" shall mean, as to any Person, either (a) its
president, chief executive officer or chief financial officer, or (b) with
respect to financial matters, its president, chief executive officer, chief
financial officer or any vice president designated in writing by the chief
executive officer to the Administrative Agent.

         "Restricted Payments" shall mean, as to any Person for any period:

                  (a) dividends, other distributions and other payments or
         deliveries of property on account of the Capital Stock, or any
         warrants, options or other rights in respect of any Capital Stock, of
         such Person or its Subsidiaries, now or hereafter outstanding, that are
         recorded by such Person and its Subsidiaries on a consolidated basis
         (excluding any such dividends, distributions and other payments made
         solely to such Person or a Wholly Owned Subsidiary of such Person by a
         Subsidiary of such Person),

                  (b) amounts paid to purchase, redeem, retire or otherwise
         acquire for value any of the Capital Stock, or any warrants, options or
         other rights in respect of any Capital Stock, of such Person or its
         Subsidiaries, now or hereafter outstanding (excluding any such amounts
         paid solely to such Person or a Wholly Owned Subsidiary of such Person
         by a Subsidiary of such Person),

                  (c) any assets segregated or set apart by such Person or any
         of its Subsidiaries (including any money or property deposited with a
         trustee or other paying agent) for a sinking or analogous fund for the
         purchase, redemption or retirement or other acquisition of any Capital
         Stock, or any warrants, options or other rights in respect of any
         Capital Stock, of such Person or its Subsidiaries, now or hereafter
         outstanding (excluding any assets so segregated or set apart with
         respect to any stock, warrants, options or other rights held by a
         Wholly Owned Subsidiary of such Person),



                                      -24-
<PAGE>


                  (d) payments made or required to be made by such Person with
         respect to any stock appreciation rights plan, equity incentive or
         achievement plan or any similar plan and any assets segregated or set
         apart for such purposes (including any money or property deposited with
         a trustee or other paying agent), and

                  (e) any payment, purchase, redemption or acquisition of
         Subordinated Indebtedness and any assets segregated or set apart for
         such purposes (including any money or property deposited with a trustee
         or other paying agent), excluding, however, regularly scheduled
         payments of interest made according to the stated terms of such
         Subordinated Indebtedness;

         all as determined in conformity with GAAP.

         "Revolving Credit Commitment Period" shall mean that period commencing
on the date hereof and continuing to, but not including, the Revolving Credit
Maturity Date.

         "Revolving Credit Commitments" shall mean, at any time, the commitment
of all the Lenders, collectively, to make Revolving Loans to the Borrower during
the Revolving Credit Commitment Period pursuant to the provisions of Section
2.3, and the "Revolving Credit Commitment" of any Lender at any time shall mean
an amount equal to such Lender's Percentage multiplied by the then effective
aggregate Revolving Credit Commitments. The Revolving Credit Commitments are in
the aggregate amount set forth in Section 2.1.

         "Revolving Credit Facility" shall mean the revolving credit facility
provided by the Lenders pursuant to the Revolving Credit Commitments as more
particularly set forth in Section 2.3.

         "Revolving Credit Maturity Date" shall mean the third (3rd) anniversary
of the date of this Agreement, or such earlier date to which the maturity of the
Revolving Loans may be accelerated pursuant to the terms of this Agreement.

         "Revolving Loans" shall mean the loans made by the Lenders to the
Borrower pursuant to the provisions of Section 2.3.

         "Revolving Notes" shall mean the promissory notes, substantially in the
form of Exhibit 2.10B, executed by the Borrower in favor of the Lenders,
evidencing the indebtedness of the Borrower to the Lenders in connection with
the Revolving Loans.

         "RRG Subsidiary" shall mean Green Hills Insurance Company, A Risk
Retention Group, a Vermont corporation.

         "S&P" shall mean Standard & Poor's Ratings Service, a division of The
McGraw-Hill Companies, and its successors.

         "Security Agreement" shall mean the Security Agreement, substantially
in the form of Exhibit 4.1, to be executed and delivered by the Borrower and
each Guarantor in favor of the


                                      -25-
<PAGE>


Administrative Agent for the ratable benefit of the Lenders, the Issuing Bank
and the Administrative Agent.

         "Security Documents" shall mean the Security Agreement, the Mortgages
and the Financing Statements, together with all documents, instruments and
agreements now or hereafter executed or delivered pursuant thereto or in
connection therewith.

         "Series A Certificate of Designation" shall mean the Certificate of
Designations, Preferences and Rights of the Series A Convertible Preferred Stock
of I-trax, Inc. filed with the Delaware Secretary of State on March 19, 2004.

         "Series A Preferred Stock" shall mean Series A Convertible Preferred
Stock of the Borrower as described in the Series A Certificate of Designation.

         "Single Employer Plan" shall mean any Plan that is not a Multi-Employer
Plan.

         "Solvent" shall mean, with respect to any Person on any particular
date, that on such date (a) the fair value of the assets of such Person is, on
the date of determination, greater than the total amount of liabilities,
including contingent and unliquidated liabilities, of such Person, (b) such
Person is able to pay all liabilities of such Person as they mature, and (c)
such Person does not have unreasonably small capital with which to carry on its
business. In computing the amount of contingent or unliquidated liabilities at
any time, such liabilities will be computed at the amount that, in light of all
the facts and circumstances existing at such time, represents the amount that
can be reasonably expected to become an actual or matured liability.

         "Specified Hedge Agreement" shall mean any Hedge Agreement (a) entered
into by (i) the Borrower or any of its Subsidiaries and (ii) any Lender or any
Affiliate thereof, or any Person that was a Lender or an Affiliate thereof when
such Hedge Agreement was entered into as counterparty and (b) that has been
designated by such Lender and the Borrower, by notice to the Administrative
Agent not later than 90 days after the execution and delivery thereof by the
Borrower or such Subsidiary, as a Specified Hedge Agreement; provided that the
designation of any Hedge Agreement as a Specified Hedge Agreement shall not of
itself create in favor of any Lender or Affiliate thereof that is a party
thereto any rights in connection with the administration, management or release
of any Collateral or of the obligations of any Guarantor hereunder or under the
Security Agreement.

         "Subordinated Indebtedness" shall mean any Indebtedness of the Borrower
and its Subsidiaries that (a) accrues interest at a rate satisfactory to the
Administrative Agent and Requisite Lenders, in their discretion, (b) is
subordinated in right of payment to the Obligations as provided in Exhibit 1.1C
or on other terms satisfactory to the Administrative Agent and Requisite
Lenders, in their discretion, and (c) does not mature or require any principal
amortization prior to the day that is six (6) months after the Maturity Date.

         "Subsidiary" shall mean, as to any Person (a) a corporation, limited
liability company or other entity of which shares of Capital Stock having
ordinary voting power (other than Capital Stock having such power only by reason
of the occurrence of a contingency) to elect a majority


                                      -26-
<PAGE>


of the board of directors or other managers thereof are at the time owned, or
which entity otherwise is controlled, directly or indirectly through one or more
intermediaries or both, by such Person, or (b) a partnership in which such
Person is the controlling general partner or that otherwise is controlled,
directly or indirectly through one or more intermediaries or both, by such
Person.

         "Swingline Commitment"  - Not applicable.

         "Swingline Facility" - Not applicable.

         "Swingline Lender" - Not applicable.

         "Swingline Loans" - Not applicable.

         "Swingline Note" - Not applicable.

         "Term Loan Commitments" shall mean, at any time, the commitment of all
the Lenders, collectively, to make Term Loans to the Borrower pursuant to the
provisions of Section 2.2, and the "Term Loan Commitment" of any Lender at any
time shall mean an amount equal to such Lender's Percentage multiplied by the
then effective aggregate Term Loan Commitments. The Term Loan Commitments are in
the aggregate amount set forth in Section 2.1.

         "Term Loan Facility" shall mean the term loan facility provided by the
Lenders pursuant to the Term Loan Commitments as more particularly set forth in
Section 2.2.

         "Term Loan Maturity Date" shall mean the third (3rd) anniversary of the
date of this Agreement, or such earlier date to which the maturity of the Term
Loans may be accelerated pursuant to the terms of this Agreement.

         "Term Loans" shall mean the loans made to the Borrower by the Lenders
pursuant to the provisions of Section 2.2.

         "Term Notes" shall mean the promissory notes, substantially in the form
of Exhibit 2.10A, executed by the Borrower in favor of the Lenders, evidencing
the indebtedness of the Borrower to the Lenders in connection with the Term
Loans.

         "UCC" shall mean the Uniform Commercial Code as in effect in the State
of Tennessee or any other applicable jurisdiction, as the context may require.

         "Wholly Owned Subsidiary" shall mean, as to any Person, any other
Person all of the Capital Stock of which (other than directors' qualifying
shares required by law) is owned by the first Person directly or through one or
more other Wholly Owned Subsidiaries of the first Person.

         1.2. Accounting and Commercial Terms. As used in this Agreement, all
accounting terms used but not otherwise defined herein shall have the respective
meanings assigned to them


                                      -27-
<PAGE>


in conformity with GAAP. All terms used but not otherwise defined herein that
are defined or used in Article 9 of the UCC shall have the respective meanings
assigned to them in such Article.

         1.3. General Construction. As used in this Agreement, the masculine,
feminine and neuter genders and the plural and singular numbers shall be deemed
to include the others in all cases in which they would so apply. "Includes" and
"including" are not limiting, and shall be deemed to be followed by "without
limitation" regardless of whether such words or words of like import in fact
follow same. The word "or" is not intended and shall not be construed to be
exclusive, and unless the context clearly indicates otherwise, the disjunctive
"or" shall include the conjunctive "and".

         1.4. Defined Terms; Headings. The use of defined terms in the Loan
Documents is for convenience of reference and shall not be deemed to be limiting
or to have any other substantive effect with respect to the persons or things to
which reference is made through the use of such defined terms. Article and
section headings and captions in the Loan Documents are included in such Loan
Documents for convenience of reference and shall not constitute a part of the
applicable Loan Documents for any other purpose. 1.5. References to this
Agreement and Parts Thereof. As used in this Agreement, unless otherwise
specified the words "hereof," "herein" and "hereunder" and words of similar
import shall refer to this Agreement including all schedules and exhibits
hereto, as a whole, and not to any particular provision of this Agreement, and
the words "Article", "Section", "Schedule" and "Exhibit" refer to articles,
sections, schedules and exhibits of or to this Agreement.

         1.6. Documentary References. Any reference herein to any instrument,
document or agreement, by whatever terminology used, shall be deemed to include
any and all amendments, modifications, supplements, extensions, renewals,
substitutions or replacements thereof as the context may require.

         1.7. Legal References. Any reference herein to any law shall be a
reference to such law as in effect from time to time and shall include any rules
and regulations promulgated or published thereunder and published
interpretations thereof.


                                   ARTICLE 2

                           LOANS AND LETTERS OF CREDIT

         2.1. Commitments.

         2.1.1. Amounts of Commitments. Subject to reduction as provided herein:

               (a)  The aggregate amount of the Commitments shall be
                    $20,000,000.

               (b)  The aggregate amount of the Term Loan Commitments shall be
                    $6,000,000.



                                      -28-
<PAGE>


               (c)  The aggregate amount of the Revolving Credit Commitments at
                    any time shall be $14,000,000 less the aggregate amount of
                    Letter of Credit Liabilities outstanding at such time.

               (d)  The aggregate amount of the Letter of Credit Commitments at
                    any time is equal to the lesser of: (1) the aggregate amount
                    of the Revolving Credit Commitments in effect at such time
                    less the aggregate amount of Revolving Loans and Swingline
                    Loans outstanding at such time, and (2) $3,250,000 prior to
                    June 1, 2004 and $2,000,000 thereafter.

         2.1.2. Voluntary Reductions of Revolving Credit Commitments. The
Borrower shall have the right, at any time and from time to time, to terminate
in whole or permanently reduce in part, without premium or penalty, the
Revolving Credit Commitments in an amount up to the amount by which the
Revolving Credit Commitments exceed the aggregate amount of the then outstanding
Swingline Loans, Revolving Credit Loans and Letter of Credit Liabilities. The
Borrower shall give not less than ten (10) Business Days' prior written notice
to the Administrative Agent designating the date (which shall be a Business Day)
of such termination or reduction and the amount of any reduction. Promptly after
receipt of a notice of such termination or reduction, the Administrative Agent
shall notify each Lender of the proposed termination or reduction. Such
termination or reduction of the Revolving Credit Commitments shall be effective
on the date specified in the Borrower's notice and shall reduce the Revolving
Credit Commitment of each Lender in proportion to its Percentage of the
Revolving Credit Commitments. Any such reduction of the Revolving Credit
Commitments shall be in a minimum amount of $500,000 and in integral multiples
of $100,000.

         2.1.3. Mandatory Reductions of Revolving Credit Commitments. Any Net
Cash Proceeds or Reinvestment Prepayment Amount, as the case may be, not applied
to the repayment of Term Loans pursuant to paragraph (3) or paragraph (4) of
subsection 3.1.2(c) shall be applied to the permanent reduction of the Revolving
Credit Commitments so long as any portion of the Revolving Credit Commitments
remains in effect, and in connection therewith the Borrower shall prepay
Swingline Loans and Revolving Loans as and to the extent required by paragraph
(2) of subsection 3.1.2(c). If after any such prepayment of Swingline Loans and
Revolving Loans the aggregate principal amount of Letter of Credit Liabilities
then outstanding exceeds the amount of the Revolving Credit Commitments as so
reduced, the Borrower shall, to the extent of the balance of such excess,
replace outstanding Letters of Credit or deposit an amount in immediately
available funds in a Collateral Account established with the Administrative
Agent in accordance with the procedures specified in Section 11.3 in the same
manner as if an Event of Default had occurred and was continuing. After the
Revolving Credit Commitments have been reduced to zero and all Obligations have
been satisfied, any remaining amounts shall be paid to or retained by the
Borrower or such other Person as shall be lawfully entitled thereto.



                                      -29-
<PAGE>


         2.2. Term Loans.

         2.2.1. Commitment to Make Term Loans. Subject to all of the terms and
conditions of this Agreement (including the conditions set forth in Sections 6.1
and 6.2) and in reliance upon the representations and warranties of the Borrower
herein set forth, each Lender holding a Term Loan Commitment hereby severally
agrees to make a Term Loan to the Borrower in the amount of its respective Term
Loan Commitment, for the purposes identified in Section 2.12. The Term Loans
shall be funded in a single Borrowing on the same Funding Date. Each Lender's
Term Loan Commitment shall expire upon the earlier of the funding of the Term
Loans or April 30, 2004, and the Term Loans shall be paid in full no later than
the Term Loan Maturity Date.

         2.2.2. Lenders' Obligations Several; Proportionate Loans. The
obligations of the Lenders to make Term Loans under Section 2.2.1 shall be
several and not joint and, subject to Section 2.16.4, all Term Loans under this
Agreement shall be made by the Lenders simultaneously and in proportion to the
respective Term Loan Commitment of each. It is understood and agreed that the
failure of any Lender to make its Term Loan as part of any Borrowing under
Section 2.2.1 shall not relieve any other Lender of its obligation to make its
Term Loan as provided in Section 2.2.1. Neither the Administrative Agent nor any
Lender shall be responsible for the failure of any other Lender to make its Term
Loan as provided herein nor shall the Term Loan Commitment of any Lender be
increased as a result of the default by any other Lender in such other Lender's
obligation to make its Term Loan hereunder.

         2.2.3. Term Loan Borrowings May Not be Reborrowed. Amounts borrowed by
the Borrower under the Term Loan Commitments may be prepaid but may not be
reborrowed.

         2.2.4. Notice of Borrowing.

               (a)  Delivery of Notice. Whenever the Borrower desires to borrow
                    under Section 2.2.1, it shall deliver to the Administrative
                    Agent a Notice of Borrowing no later than 11:00 a.m. on the
                    proposed Funding Date (in the case of Base Rate Loans) or
                    three (3) Business Days in advance of the proposed Funding
                    Date (in the case of Eurodollar Loans), unless the
                    Administrative Agent and the Lenders in their discretion
                    approve a shorter notice period. The Notice of Borrowing
                    shall specify (i) the proposed Funding Date (which shall be
                    a Business Day), (ii) the amount of the proposed Borrowing,
                    (iii) whether the proposed Borrowing shall be in the form of
                    Base Rate Loans or Eurodollar Loans, and (iv) in the case of
                    Eurodollar Loans, the requested Interest Period. In lieu of
                    delivering a Notice of Borrowing, the Borrower may give the
                    Administrative Agent Telephonic Notice by the required time
                    of notice of any proposed Borrowing under this Section
                    2.2.4; provided, however, that such notice shall be promptly
                    confirmed in writing by delivery of a Notice of Borrowing to
                    the Administrative Agent on or prior to the Funding Date of
                    the requested Term Loans. The execution and delivery of each
                    Notice of Borrowing shall be deemed


                                      -30-
<PAGE>


                    a representation and warranty by the Borrower that the
                    requested Term Loans may be made in accordance with, and
                    will not violate the requirements of, this Agreement,
                    including those set forth in Section 2.2.1.

               (b)  No Liability for Telephonic Notices. Neither the
                    Administrative Agent nor any Lender shall incur any
                    liability to the Borrower in acting upon any telephonic
                    notice given pursuant to this Section 2.2.4 that the
                    Administrative Agent believes in good faith to have been
                    properly given or for otherwise acting in good faith under
                    this Section 2.2.4 and, upon the funding of Term Loans by
                    the Lenders in accordance with this Agreement pursuant to
                    any telephonic notice, the Borrower shall have effected a
                    Borrowing of Term Loans hereunder.

               (c)  Notice Irrevocable. A Notice of Borrowing for Eurodollar
                    Loans (or a telephonic notice in lieu thereof) shall be
                    irrevocable on and after the related Interest Rate
                    Determination Date, and the Borrower shall be bound to make
                    a Borrowing in accordance therewith.

         2.2.5. Disbursement of Funds. Promptly after receipt of a Notice of
Borrowing (or Telephonic Notice in lieu thereof), the Administrative Agent shall
notify each Lender of the proposed Borrowing in writing, or by telephone
promptly confirmed in writing. Each Lender shall make the amount of its Term
Loan available to the Administrative Agent, in immediately available (same day)
funds, at the Lending Office of the Administrative Agent, not later than 2:00
p.m. (Central time) on the Funding Date. The Administrative Agent shall make the
proceeds of such Term Loans available to the Borrower on such Funding Date by
causing an amount of immediately available (same day) funds equal to the
proceeds of all such Term Loans received by the Administrative Agent to be
credited to the account of the Borrower at such office of the Administrative
Agent.

         2.3. Revolving Loans.

         2.3.1. Commitment to Make Revolving Loans. Subject to all of the terms
and conditions of this Agreement (including the conditions set forth in Sections
6.1 and 6.2) and in reliance upon the representations and warranties of the
Borrower herein set forth, each Lender holding a Revolving Credit Commitment
hereby severally agrees to make Revolving Loans to the Borrower from time to
time during the Revolving Credit Commitment Period, in amounts up to its
Percentage of the aggregate Revolving Credit Commitments, for the purposes
identified in Section 2.12; provided, however, that:

               (a)  the aggregate principal amount of the Revolving Loans made
                    by any Lender that are outstanding at any time shall not
                    exceed such Lender's Revolving Credit Commitment,

               (b)  the aggregate principal amount of the Revolving Loans made
                    by all Lenders and the Swingline Loans made by the Swingline
                    Lender that are outstanding at any time shall not exceed the
                    Revolving Credit Commitments then in effect,



                                      -31-
<PAGE>


               (c)  prior to the first day after June 1, 2004 on which the
                    Borrower has delivered to the Administrative Agent a Credit
                    Facility Base Certificate as required by Section 8.1.4, the
                    aggregate principal amount of the Revolving Loans made by
                    all Lenders and the Swingline Loans made by the Swingline
                    Lender that are outstanding at any time shall not exceed
                    $10,000,000,

               (d)  on and after the date described in the preceding clause (c)
                    and prior to the day that is eighteen (18) months after the
                    date of this Agreement, the aggregate principal amount of
                    the Revolving Loans made by all Lenders, Swingline Loans
                    made by the Swingline Lender and Letter of Credit
                    Liabilities that are outstanding at any time shall not
                    exceed the Credit Facility Base, and

               (e)  on and after the day that is eighteen (18) months after the
                    date of this Agreement, the aggregate principal amount of
                    the Loans and Letter of Credit Liabilities that are
                    outstanding at any time shall not exceed the Credit Facility
                    Base.

         Each Lender's Revolving Credit Commitment shall expire upon the
         expiration of the Revolving Credit Commitment Period, and all Revolving
         Loans shall be paid in full no later than the Maturity Date.

         2.3.2. Lenders' Obligations Several; Proportionate Loans. The
obligations of the Lenders to make Revolving Loans under Section 2.3.1 shall be
several and not joint and, subject to Section 2.16.4, all Revolving Loans under
this Agreement shall be made by the Lenders simultaneously and proportionately
to their respective Percentages of the Revolving Credit Commitments. It is
understood and agreed that the failure of any Lender to make its Revolving Loan
as part of any Borrowing under Section 2.3.1 shall not relieve any other Lender
of its obligation to make its Revolving Loan as provided in Section 2.3.1 with
respect to such Borrowing (or any future Borrowings under Section 2.3.1).
Neither the Administrative Agent nor any Lender shall be responsible for the
failure of any other Lender to make a Revolving Loan as provided herein nor
shall the Revolving Credit Commitment of any Lender be increased as a result of
the default by any other Lender in such other Lender's obligation to make
Revolving Loans hereunder.

         2.3.3. Revolving Credit; Minimum Borrowings. Amounts borrowed by the
Borrower under the Revolving Credit Commitments may be prepaid and reborrowed
from time to time to during the Revolving Credit Commitment Period. The
aggregate amount of Revolving Loans made on any Funding Date shall be in a
minimum amount of $500,000 and in integral multiples of $100,000 in excess of
that amount.

         2.3.4. Notice of Borrowing.

               (a)  Delivery of Notice. Whenever the Borrower desires to borrow
                    under Section 2.3, it shall deliver to the Administrative
                    Agent a Notice of Borrowing no later than 11:00 a.m.
                    (Central time) on the proposed Funding Date (in the case of
                    Base Rate Loans) or three (3) Business Days in advance of




                                      -32-
<PAGE>

                    the proposed Funding Date (in the case of Eurodollar Loans).
                    The Notice of Borrowing shall specify (i) the proposed
                    Funding Date (which shall be a Business Day), (ii) the
                    amount of the proposed Borrowing, (iii) whether the proposed
                    Borrowing shall be in the form of Base Rate Loans or
                    Eurodollar Loans, and (iv) in the case of Eurodollar Loans,
                    the requested Interest Period. In lieu of delivering a
                    Notice of Borrowing, the Borrower may give the
                    Administrative Agent telephonic notice by the required time
                    of notice of any proposed Borrowing under this Section
                    2.3.4; provided, however, that such notice shall be promptly
                    confirmed in writing by delivery of a Notice of Borrowing to
                    the Administrative Agent on or prior to the Funding Date of
                    the requested Revolving Loans. The execution and delivery of
                    each Notice of Borrowing shall be deemed a representation
                    and warranty by the Borrower that the requested Revolving
                    Loans may be made in accordance with, and will not violate
                    the requirements of, this Agreement, including those set
                    forth in Section 2.3.1.

               (b)  No Liability for Telephonic Notices. Neither the
                    Administrative Agent nor any Lender shall incur any
                    liability to the Borrower in acting upon any telephonic
                    notice given pursuant to this Section 2.3.4 that the
                    Administrative Agent believes in good faith to have been
                    given by a duly authorized officer or other person
                    authorized to borrow on behalf of the Borrower or for
                    otherwise acting in good faith under this Section 2.3.4 and,
                    upon the funding of Revolving Loans by the Lenders in
                    accordance with this Agreement pursuant to any telephonic
                    notice, the Borrower shall have effected a Borrowing of
                    Revolving Loans hereunder.

               (c)  Notice Irrevocable. A Notice of Borrowing for Eurodollar
                    Loans (or a telephonic notice in lieu thereof) shall be
                    irrevocable on and after the related Interest Rate
                    Determination Date, and the Borrower shall be bound to make
                    a Borrowing in accordance therewith.

               (d)  Automated Cash Management System. No Notice of Borrowing
                    shall be required pursuant to this Section 2.3.4 with
                    respect to Revolving Loans funded and administered pursuant
                    to an automated cash management system mutually approved in
                    writing by the Borrower and the Administrative Agent;
                    provided, however, that all such Revolving Loans shall be
                    Base Rate Loans unless and until converted to Eurodollar
                    Loans pursuant to Section 2.9.

         2.3.5. Disbursement of Funds. Promptly after receipt of a Notice of
Borrowing (or telephonic notice in lieu thereof), the Administrative Agent shall
notify each Lender of the proposed Borrowing in writing, or by telephone
promptly confirmed in writing. Each Lender shall make the amount of its
Revolving Loan available to the Administrative Agent, in immediately available
(same day) funds, at the Lending Office of the Administrative Agent, not later
than 2:00 p.m. (Central time) on the Funding Date. The Administrative Agent
shall make the proceeds of such Revolving Loans available to the Borrower on
such Funding Date by causing an amount of immediately available (same day) funds
equal to the proceeds of all such Revolving Loans received by the


                                      -33-
<PAGE>


Administrative Agent to be credited to the account of the Borrower at such
office of the Administrative Agent.

         2.4. Swingline Loans.

         2.4.1. Commitment to Make Swingline Loans. Subject to all of the terms
and conditions of this Agreement (including the conditions set forth in Sections
6.1 and 6.2 and the limitations set forth in Section 2.3.1), and in reliance
upon the representations and warranties of the Borrower set forth herein and the
agreements of the other Lenders set forth in Sections 2.4.3 and 2.4.4, the
Swingline Lender hereby agrees to make Swingline Loans to the Borrower from time
to time during the Revolving Credit Commitment Period, in an aggregate principal
amount not to exceed [NOT APPLICABLE] outstanding at any time, for the purposes
identified in Section 2.12, notwithstanding the fact that the aggregate amount
of the outstanding Swingline Loans, when added to the Swingline Lender's
Percentage of the outstanding Revolving Loans and Letter of Credit Liabilities,
from time to time may exceed the amount of such Lender's Revolving Credit
Commitment. Immediately upon the making of a Swingline Loan, each Lender holding
a Revolving Credit Commitment shall be deemed to have purchased, and hereby
irrevocably and unconditionally agrees to purchase, from the Swingline Lender a
risk participation in such Swingline Loan in an amount equal to the product
obtained by multiplying such Lender's Percentage by the amount of such Swingline
Loan. Amounts borrowed by the Borrower under the Swingline Commitment may be
prepaid and reborrowed from time to time during the Revolving Credit Commitment
Period. The Swingline Lender's commitment to make Swingline Loans as provided in
this Section 2.4.1 shall expire upon the expiration of the Revolving Credit
Commitment Period, and all Swingline Loans shall be paid in full no later than
the Maturity Date.

         2.4.2. Funding Procedures for Swingline Loans. Except to the extent
that funding of Swingline Loans is being administered through an automated cash
management system mutually approved in writing by the Borrower and the Swingline
Lender, the Borrower shall give to the Swingline Lender written notice (or
telephonic notice to be confirmed promptly in writing) of a proposed Borrowing
consisting of a Swingline Loan, specifying the amount of the requested Swingline
Loan, not later than 11:00 a.m., Central time, on the Business Day of the
proposed Borrowing. Each request for a Swingline Loan shall be deemed a
representation and warranty by the Borrower that the requested Swingline Loan
may be made in accordance with, and will not violate the requirements of, this
Agreement, including those set forth in Section 2.4.1. Not later than 2:00 p.m.,
Central time, on the Business Day of the proposed Borrowing of a Swingline Loan,
the Swingline Lender shall make the proceeds of the requested Swingline Loan
available to the Borrower at the office of the Swingline Lender by crediting an
account of the Borrower maintained at such office that has been designated for
such purpose in writing by the Borrower to the Swingline Lender. Except to the
extent that funding of Swingline Loans is being administered through an
automated cash management system as aforesaid, each Swingline Loan shall be in a
minimum amount of [NOT APPLICABLE] and in integral multiples of [NOT APPLICABLE]
in excess of that amount.



                                      -34-
<PAGE>


         2.4.3. Repayment of Swingline Loans With Revolving Loans. Regardless of
whether the conditions set forth in Sections 6.1 and 6.2 have been or are
capable of being satisfied, on any Business Day the Swingline Lender may, in its
sole discretion, give notice to the Lenders that some part or all of the
outstanding Swingline Loans are to be repaid on the next succeeding Business Day
with a Borrowing of Revolving Loans constituting Base Rate Loans made pursuant
to Section 2.3.1 (but not subject to Section 2.3.3) in the same manner and with
the same force and effect as if the Borrower had submitted a Notice of Borrowing
therefor pursuant to Section 2.3.4. Subject to and in accordance with Sections
2.3.1 and 2.3.2, each Lender holding a Revolving Credit Commitment shall make
the amount of its Revolving Loan available to the Administrative Agent, in
immediately available funds, at the Lending Office of the Administrative Agent,
not later than 11:00 a.m. (Central time) on the applicable Funding Date. The
Administrative Agent shall make the proceeds of such Revolving Loans available
to the Swingline Lender on such Funding Date by causing an amount of immediately
available funds equal to the proceeds of all such Revolving Loans received by
the Administrative Agent to be credited to an account of the Swingline Lender at
such office of the Administrative Agent, or shall make such proceeds available
to the Swingline Lender in such other manner as shall be satisfactory to the
Administrative Agent and the Swingline Lender.

         2.4.4. Participations in Swingline Loans. If for any reason a requested
Borrowing of Revolving Loans pursuant to Section 2.4.3 is not or cannot be
effected, the Lenders holding Revolving Credit Commitments will, as of the date
such proposed Borrowing otherwise would have occurred but adjusted for any
payments received in respect of such Swingline Loan(s) by or for the account of
the Borrower on or after such date and prior to such purchase, immediately fund
their respective participations in the outstanding Swingline Loans as necessary
to cause such Lenders to share in such Swingline Loan(s) proportionately in
accordance with their respective Percentages. Whenever, at any time after any
Lender has purchased a participating interest in a Swingline Loan, the Swingline
Lender receives any payment on account thereof, the Swingline Lender will
distribute to such Lender its proportionate share of 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);
provided, however, that in the event any such payment received by the Swingline
Lender is subsequently set aside or is required to be refunded, returned or
repaid, such Lender will repay to the Swingline Lender its proportionate share
thereof.

         2.4.5. Failure to Pay by Lenders. If any Lender shall fail to perform
its obligation to make a Revolving Loan pursuant to Section 2.4.3 or to purchase
a participation in Swingline Loans pursuant to Section 2.4.4, the amount in
default shall bear interest for each day from the day such amount is payable
until fully paid at a rate per annum equal to the Federal Funds Rate or any
other rate customarily used by banks for the correction of errors among banks,
but in no event to exceed the Highest Lawful Rate, and such obligation may be
satisfied by application by the Administrative Agent (for the account of the
Swingline Lender) of any payment that such Lender otherwise is


                                      -35-
<PAGE>


entitled to receive under this Agreement. Pending repayment, each such advance
shall be secured by such Lender's participation interest, if any, in the
Swingline Loans and any security therefor, and the Swingline Lender shall be
subrogated to such Lender's rights hereunder in respect thereof.

         2.4.6. Lenders' Obligations Absolute. The obligation of each Lender to
make Revolving Loans pursuant to Section 2.4.3 and to purchase participations in
Swingline Loans pursuant to Section 2.4.4 shall be unconditional and
irrevocable, shall not be subject to any qualification or exception whatsoever,
shall be made in accordance with the terms and conditions of this Agreement
under all circumstances and shall be binding in accordance with the terms and
conditions of this Agreement under all circumstances, including the following
circumstances:

               (a)  any lack of validity or enforceability of this Agreement,
                    any of the other Loan Documents or any other instrument,
                    document or agreement relating to the transactions that are
                    the subject thereof;

               (b)  the existence of any claim, defense, set-off or other right
                    that the Borrower, any Guarantor or any Lender may have at
                    any time against the any Agent-Related Person, the Swingline
                    Lender, any other Lender, the Issuing Bank or any other
                    Person, whether in connection with this Agreement, the
                    transactions contemplated herein or any related
                    transactions;

               (c)  the surrender or impairment of any security for the
                    performance or observance of any of the terms of this
                    Agreement;

               (d)  the occurrence or continuance of any Default;

               (e)  any adverse change in the condition (financial or other) of
                    the Borrower or any Guarantor; or

               (f)  any other reason.

         2.5. Letters of Credit.

         2.5.1. Issuance of Letters of Credit. The Borrower may request the
Issuing Bank at any time and from time to time during the Revolving Credit
Commitment Period to issue, and subject to and upon all of the terms and
conditions of this Agreement (including the conditions set forth in Sections 6.1
and 6.2 and the limitations set forth in Section 2.3.1) and in reliance upon the
representations and warranties of the Borrower herein set forth, the Issuing
Bank shall issue, for the account of the Borrower and for the benefit of the
holder(s) (or any trustee, agent or other representative of such holder(s)) of
Letter of Credit Supportable Obligations of the Borrower and its Subsidiaries,
one or more irrevocable standby letters of credit in the form customarily used
by such Issuing Bank, or in such other form as has been approved by the Issuing
Bank and the Administrative Agent, in support of such Letter of Credit
Supportable Obligations;



                                      -36-
<PAGE>


 provided, however, that (a) each Letter of Credit shall
be in a minimum stated amount of $100,000, (b) each Letter of Credit by its
terms shall terminate no later than three hundred sixty-five (365) days after
the date of issuance (or the date of the most recent extension, as the case may
be), nor later than thirty (30) days prior to the Maturity Date, and (c) in no
event shall any Letter of Credit be issued if the issuance thereof would cause
(i) the aggregate amount of the then outstanding Letter of Credit Liabilities to
exceed the aggregate amount of the Letter of Credit Commitments then in effect
or (ii) the limitations set forth in Section 2.3.1 to be exceeded. All Existing
Letters of Credit shall be deemed to have been issued pursuant hereto and
subject to and governed by the terms, conditions and provisions hereof.

         2.5.2. Letter of Credit Requests. At least five (5) Business Days prior
to (a) the date on which the Borrower desires that a Letter of Credit be issued
hereunder or (b) the date on which the Borrower desires that the expiration date
of an outstanding Letter of Credit be extended, as the case may be, the Borrower
shall deliver to the Issuing Bank (with copies to the Administrative Agent and
each Lender) a Letter of Credit Request therefor. The execution and delivery of
each Letter of Credit Request shall be deemed a representation and warranty by
the Borrower that the requested Letter of Credit issuance or extension may be
accomplished in accordance with, and will not violate the requirements of, this
Agreement, including those set forth in Section 2.5.1. Unless the Issuing Bank
has received notice from the Administrative Agent or Requisite Lenders before it
issues or extends the requested Letter of Credit that a Default exists or that
the requested issuance or extension would violate the requirements of this
Agreement, including those set forth in Section 2.5.1, then the Issuing Bank may
issue or extend, as the case may be, the requested Letter of Credit for the
account of the Borrower in accordance with the Issuing Bank's usual and
customary practices. Upon the issuance or extension of any Letter of Credit, the
Issuing Bank shall promptly notify the Administrative Agent of such issuance or
extension, which notice to the Administrative Agent shall be accompanied by a
copy of the Letter of Credit so issued or the instrument(s) evidencing such
extension.

         2.6. Participations in Letter of Credit Liabilities.

         2.6.1. Purchase of Participations by Lenders. Each Lender holding a
Revolving Credit Commitment shall be deemed to have irrevocably and
unconditionally purchased and received from the Issuing Bank, without recourse
or warranty and without any further action on the part of any party, an
undivided interest and participation to the extent of such Lender's Percentage
in all Letter of Credit Liabilities as to each Letter of Credit and any security
therefor or guarantee relating thereto.

         2.6.2. Notification by Issuing Bank of Drawing. The Issuing Bank shall
notify the Administrative Agent promptly after the presentation of any draft and
certificate or equivalent documents to the Issuing Bank in connection with any
drawing under a Letter of Credit not reimbursed by or on behalf of the Borrower
on the date such drawing is made. The Administrative Agent shall notify each
Lender and the Borrower of the same promptly after receipt of the aforesaid
notice from the Issuing Bank; provided that no


                                      -37-
<PAGE>


failure of the Administrative Agent to notify the Borrower shall impair or
otherwise affect the obligations of the Borrower with respect thereto.

         2.6.3. Payments by Lenders Upon a Drawing or Payment Under a Letter of
Credit; Adjustments. Each Lender holding a Revolving Credit Commitment shall, on
or before 11:00 a.m. (Central time) on the date on which the Issuing Bank honors
a drawing under a Letter of Credit, unconditionally pay to the Administrative
Agent, for distribution by the Administrative Agent to the Issuing Bank, such
Lender's Percentage of such drawing; provided, however, that, if the Borrower
should pay in full or in part such drawing on the date thereof, the obligation
of each Lender to pay to the Issuing Bank pursuant to this Section 2.6.3 such
Lender's Percentage of such drawing shall be reduced by the amount equal to such
Lender's Percentage of such payment by the Borrower. Amounts paid in excess of
the net amount so owed by each Lender to the Issuing Bank shall promptly be
refunded by the Issuing Bank to the Administrative Agent for distribution by the
Administrative Agent to the respective Lenders.

         2.6.4. Failure to Pay by Lenders. If any Lender shall fail to pay its
Percentage of any drawing under a Letter of Credit as provided in Section 2.6.3
above, the Issuing Bank shall be deemed to have advanced funds on behalf of such
Lender. Any advance made by the Issuing Bank on behalf of a Lender hereunder and
not paid by such Lender to the Issuing Bank shall bear interest for each day
from the day such payment is due until such payment shall be paid in full at a
rate per annum equal to the Federal Funds Rate or any other rate customarily
used by banks for the correction of errors among banks, but in no event to
exceed the Highest Lawful Rate, and shall be repaid by application by the
Administrative Agent (for the account of the Issuing Bank) of any payment that
such Lender otherwise is entitled to receive under this Agreement. Pending
repayment, each such advance shall be secured by such Lender's participation
interest in the Letter of Credit drawn upon, the Letter of Credit Liabilities
arising therefrom and any security therefor, and the Issuing Bank shall be
subrogated to such Lender's rights hereunder in respect thereof.

         2.6.5. Lenders' Obligations Absolute. The obligation of each Lender
holding a Revolving Credit Commitment to pay to the Administrative Agent, for
the benefit of the Issuing Bank, its Percentage of each drawing under a Letter
of Credit not indefeasibly repaid by the Borrower shall be unconditional and
irrevocable, shall not be subject to any qualification or exception whatsoever,
shall be made in accordance with the terms and conditions of this Agreement
under all circumstances and shall be binding in accordance with the terms and
conditions of this Agreement under all circumstances, including the following
circumstances:

               (a)  any lack of validity or enforceability of this Agreement,
                    any of the other Loan Documents or any other instrument,
                    document or agreement relating to the transactions that are
                    the subject thereof;

               (b)  the existence of any claim, set-off, defense or other right
                    that the Borrower or any other Credit Party or any Lender
                    may have at any time against


                                      -38-
<PAGE>


                    any Agent-Related Person, the Issuing Bank, any Lender or
                    any other Person, whether in connection with this Agreement,
                    the transactions contemplated herein or any related
                    transactions;

               (c)  any draft, statement or other document presented under or in
                    connection with any Letter of Credit, this Agreement or any
                    other Loan Document proving to be forged, fraudulent,
                    invalid or insufficient in any respect or any statement
                    therein being untrue or inaccurate in any respect;

               (d)  the surrender or impairment of any security for the
                    performance or observance of any of the terms of this
                    Agreement;

               (e)  the occurrence or continuance of any Default;

               (f)  payment by the Issuing Bank under a Letter of Credit against
                    presentation of a draft or certificate that does not comply
                    with the terms of the Letter of Credit, except for any such
                    payment resulting from the Issuing Bank's gross negligence
                    or willful misconduct; or

               (g)  any other reason.

         2.6.6. Information Regarding Letter of Credit Liabilities. Upon request
by the Administrative Agent from time to time, the Issuing Bank shall advise the
Administrative Agent as to the various amounts of the outstanding Letter of
Credit Liabilities as shown on the records of the Issuing Bank. Upon request by
the Lenders from time to time, the Administrative Agent shall provide to the
Lenders the aforesaid information received from the Issuing Bank.

         2.7. Borrower's Obligations Absolute.

         2.7.1. Obligations Absolute. The obligations of the Borrower under this
Agreement in respect of any Letter of Credit and under any other agreement or
instrument relating to any Letter of Credit shall be unconditional and
irrevocable, and shall be paid strictly in accordance with the terms of this
Agreement and such other agreement or instrument under all circumstances, to the
extent permitted by law, including the following circumstances:

               (a)  any lack of validity or enforceability of this Agreement,
                    any of the other Loan Documents or any other instrument,
                    document or agreement relating to the transactions that are
                    the subject thereof;

               (b)  any change in the time, manner or place of payment of, or in
                    any other term of, all or any of the obligations of the
                    Borrower in respect of the Letters of Credit or any other
                    amendment or waiver of or any consent to departure from all
                    or any of the Loan Documents;



                                      -39-
<PAGE>


               (c)  any exchange or release of, or the non-perfection of any
                    Lien on any Collateral, or any release or amendment or
                    waiver of or consent to departure from any guaranty, for all
                    or any of the Letter of Credit Liabilities;

               (d)  the existence of any claim, set-off, defense or other right
                    that the Borrower or any other Credit Party may have at any
                    time against any beneficiary or any transferee of a Letter
                    of Credit (or any Persons for whom any such beneficiary or
                    transferee may be acting), any Agent-Related Person, the
                    Issuing Bank, any Lender or any other Person, whether in
                    connection with this Agreement, any of the other Loan
                    Documents or the transactions contemplated hereby or thereby
                    or any unrelated transaction;

               (e)  any draft, statement or other document presented under or in
                    connection with any Letter of Credit, this Agreement or any
                    other Loan Document proving to be forged, fraudulent,
                    invalid or insufficient in any respect or any statement
                    therein being untrue or inaccurate in any respect;

               (f)  payment by the Issuing Bank under a Letter of Credit against
                    presentation of a draft or certificate that does not comply
                    with the terms of the Letter of Credit, except for any such
                    payment resulting from the Issuing Bank's gross negligence
                    or willful misconduct;

               (g)  any consequences arising from causes beyond the control of
                    the Issuing Bank; and

               (h)  any other circumstances or happening whatsoever, regardless
                    of whether similar to any of the foregoing, that might
                    otherwise constitute a defense available to, or a discharge
                    of, the Borrower or any other Credit Party.

         2.7.2. No Liability. No action taken or omitted by the Issuing Bank
under or in connection with the Letters of Credit or the related applications,
agreements or certificates, if taken or omitted in good faith, shall put the
Administrative Agent, the Issuing Bank or any Lender under any resulting
liability to the Borrower.

         2.8. Interest.

         2.8.1. Interest Rate on Loans. Subject to Section 2.8.3, the unpaid
principal balances of the Loans shall bear interest from their respective
Funding Dates through maturity (whether by acceleration or otherwise) (including
post-petition interest in any case or proceeding under applicable bankruptcy
laws) at a rate determined by reference to the Base Rate or the Eurodollar Rate.
The applicable basis for determining the rate of interest for Revolving Loans
shall be selected by the Borrower at the time a Notice of Borrowing is given
pursuant to Section 2.2.4 or Section 2.3.4 or at the time a Notice of
Conversion/Continuation is given pursuant to Section 2.9.2. If on any day any
Revolving Loan is outstanding with respect to which notice has not been
delivered to the Administrative Agent in accordance with the terms of this
Agreement specifying the basis for determining the rate of interest, then for
that day such Revolving Loan shall bear


                                      -40-
<PAGE>


interest determined by reference to the Base Rate. The Revolving Loans shall
bear interest as follows:

               (a)  if a Swingline Loan or a Base Rate Loan, then at a
                    fluctuating rate per annum equal to the sum of the Base
                    Rate, as it varies from time to time, plus the Applicable
                    Base Rate Margin; or

               (b)  if a Eurodollar Loan, then at a rate per annum equal to the
                    sum of the Eurodollar Rate plus the Applicable Eurodollar
                    Rate Margin.

         2.8.2. Interest Rate on Unreimbursed Draws Under Letters of Credit. The
unpaid principal amount of all draws under Letters of Credit not immediately
repaid pursuant to Section 3.2 shall bear interest from the date of such drawing
until the principal balance thereof is paid in full at the Default Rate
applicable to Base Rate Loans. Interest accruing pursuant to this Section 2.8.2
shall be payable upon demand.

         2.8.3. Default Rate. Upon the occurrence and during the continuance of
an Event of Default, the unpaid principal balances of the Loans and, to the
extent permitted by applicable law, any unpaid interest accrued in respect of
the Loans shall bear interest at the Default Rate; provided, however, that in
the case of Eurodollar Loans, upon the expiration of the Interest Period in
effect at the time any such increase in interest rate is effective, such
Eurodollar Loans shall thereupon become Base Rate Loans and thereafter bear
interest at the corresponding Default Rate. Interest accruing pursuant to this
Section 2.8.3 shall be payable upon demand.

         2.8.4. Conclusive Determination. Each determination by the
Administrative Agent of an interest rate under this Agreement shall be
conclusive and binding for all purposes, absent manifest error.

2.9.     Conversion or Continuation.

         2.9.1. Option to Convert or Continue. Subject to the provisions of
Section 2.16, the Borrower shall have the option (a) at any time to convert all
or any part of any outstanding Base Rate Loans in an aggregate minimum amount of
$500,000 and integral multiples of $100,000 in excess of that amount from Base
Rate Loans to Eurodollar Loans, and (b) upon the expiration of any Interest
Period applicable to a specific Borrowing of Eurodollar Loans, (i) to convert
all or any portion of such Loans to Base Rate Loans, or (ii) to continue all or
any portion of such Loans in an aggregate minimum amount of $500,000 and
integral multiples of $100,000 in excess of that amount as Eurodollar Loans, and
the succeeding Interest Period of such continued Eurodollar Loans shall commence
on the expiration date of the Interest Period previously applicable thereto.

         2.9.2. Notice of Conversion/Continuation. The Borrower shall deliver a
Notice of Conversion/Continuation to the Administrative Agent no later than
11:00 a.m. (Central time) at least three (3) Business Days in advance of the
proposed conversion/continuation date. A Notice of Conversion/Continuation shall
specify (a) the proposed conversion/continuation date (which shall be a Business
Day), (b) the aggregate amount of Loans to be converted/continued, (c) the
nature of the proposed


                                      -41-
<PAGE>


conversion/continuation, and (d) the requested Interest Period. In lieu of
delivering a Notice of Conversion/Continuation, the Borrower may give the
Administrative Agent telephonic notice by the required time of any proposed
conversion/continuation under this Section 2.9; provided, however, that such
notice shall be promptly confirmed in writing by a Notice of
Conversion/Continuation delivered to the Administrative Agent on or before the
proposed conversion/continuation date. The execution and delivery of each Notice
of Conversion/Continuation shall be deemed a representation and warranty by the
Borrower that the requested conversion/continuation may be made in accordance
with, and will not violate the requirements of, this Agreement, including those
set forth in Sections 2.9.1 and 2.16.1.

         2.9.3. Notice to the Lenders. Promptly after receipt of a Notice of
Conversion/Continuation (or telephonic notice in lieu thereof), the
Administrative Agent shall notify each Lender of the proposed conversion or
continuation. Neither the Administrative Agent nor any Lender shall incur any
liability to the Borrower in acting upon any telephonic notice referred to above
that the Administrative Agent believes in good faith to have been given by a
duly authorized officer or other person authorized to act on behalf of the
Borrower or for otherwise acting in good faith under this Section 2.9 and, upon
conversion/continuation by the Administrative Agent in accordance with this
Agreement pursuant to any telephonic notice, the Borrower shall have effected a
conversion/continuation of Loans hereunder.

         2.9.4. Notice Irrevocable. A Notice of Conversion/Continuation shall be
irrevocable on and after the related Interest Rate Determination Date, and the
Borrower shall be bound to convert or continue such Loan in accordance
therewith.

         2.9.5. Automatic Conversion. In the event any Eurodollar Loan is unpaid
upon the expiration of the Interest Period applicable thereto and a Notice of
Conversion/Continuation has not been given in the manner provided in Section
2.9.2, such Eurodollar Loan shall, effective as of the last day of such Interest
Period, become a Base Rate Loan.

         2.10. Notes; Records of Payments.

         2.10.1. Notes.

               (a)  The Term Loan made by a Lender to the Borrower pursuant to
                    this Agreement shall be evidenced by a Term Note payable to
                    the order of such Lender in an amount equal to such Lender's
                    Term Loan Commitment.

               (b)  Each Revolving Loan made by a Lender to the Borrower
                    pursuant to this Agreement shall be evidenced by a Revolving
                    Note payable to the order of such Lender in an amount equal
                    to such Lender's Revolving Credit Commitment.



                                      -42-
<PAGE>


               (c)  The Swingline Loans made by the Swingline Lender to the
                    Borrower pursuant to this Agreement shall be evidenced by
                    the Swingline Note.

         2.10.2. Records of Payments. Each Lender (including the Swingline
Lender) hereby is authorized to record and endorse the date and principal amount
of each Loan made by it, and the amount of all payments and prepayments of
principal and interest made to such Lender with respect to such Loans, on a
schedule annexed to and constituting a part of the corresponding Note(s) of such
Lender, which recordation and endorsement shall constitute prima facie evidence
of such Loans made by such Lender to the Borrower and payments made by the
Borrower to such Lender, absent manifest error; provided, however, that (a)
failure by any Lender to make any such recordation or endorsement shall not in
any way limit or otherwise affect the obligations of the Borrower or the rights
and remedies of the Lenders under this Agreement or the Notes, and (b) payments
of principal and interest on the Loans to the Lenders shall not be affected by
the failure to make any such recordation or endorsement thereof. In lieu of
making recordation or endorsement, the Lenders hereby are authorized, at their
option, to record the payments or prepayments on their respective books and
records in accordance with their usual and customary practice, which recordation
shall constitute prima facie evidence of the Loans made by the Lenders to the
Borrower and the payments and prepayments made by the Borrower to the Lenders,
absent manifest error.

         2.11. Administrative Agent's Right to Assume Funds Available. The
Administrative Agent may assume that each Lender has made the proceeds of its
Term Loan or Revolving Loans available to the Administrative Agent on the
corresponding Funding Date in the event the applicable conditions precedent to
funding the requested Revolving Loans set forth in Article 6 have been satisfied
or waived in accordance with Section 14.3, and the Administrative Agent, in its
sole discretion, may, but shall not be obligated to, advance all or any portion
of the amount of any requested Borrowing on such Funding Date to the Borrower
prior to receiving the proceeds of the corresponding Loans from the Lenders. If
the Administrative Agent has advanced proceeds of any Loan to the Borrower on
behalf of any Lender and such Lender fails to make available to the
Administrative Agent its Percentage share of such Loan as required by Section
2.2, Section 2.3 or Section 2.4, the Administrative Agent shall be entitled to
recover such amount on demand from such Lender. If such Lender does not pay such
amount forthwith upon the Administrative Agent's demand therefor, the
Administrative Agent shall notify the Borrower and the Borrower shall pay such
amount to the Administrative Agent. The Administrative Agent also shall be
entitled to recover from such Lender interest on such amount so advanced on
behalf of such Lender for each day from the date such amount was made available
by the Administrative Agent to the Borrower to the date such amount is recovered
by the Administrative Agent at a rate per annum equal to the Federal Funds Rate
or any other rate customarily used by banks for the correction of errors among
banks, but in no event to exceed the Highest Lawful Rate. Nothing herein shall
be deemed to relieve any Lender from its obligation to fulfill such Lender's
Commitments or to prejudice any rights that the Administrative Agent or the
Borrower may have against any Lender as a result of any default by such Lender
hereunder.

         2.12. Use of Proceeds.



                                      -43-
<PAGE>


               (a)  The proceeds of the Term Loans will be used by the Borrower
                    to pay a portion of the purchase price for, and costs and
                    expenses associated with, the Merger.

               (b)  The proceeds of the Revolving Loans and the Swingline Loans
                    will be used by the Borrower (1) to pay a portion of the
                    purchase price for, and costs and expenses associated with,
                    the Merger, (2) to repay certain outstanding Consolidated
                    Funded Indebtedness of the Borrower and its Subsidiaries,
                    and (3) for working capital purposes and for other general
                    corporate purposes, including the making of Capital
                    Expenditures.

               (c)  The Borrower will not use or permit the use of the proceeds
                    of the Loans for any purpose prohibited by the terms of this
                    Agreement or by any law.

         2.13. Credit Fees. In consideration for the obligations of the
Administrative Agent, the Issuing Bank and the Lenders set forth herein, the
Borrower shall pay the following credit fees ("Credit Fees"):

         2.13.1. [Reserved.]

         2.13.2. Facility Initiation Fees. In consideration of each Lender's
agreement to participate in the Facilities as provided herein, the Borrower
shall pay to such Lender a fee in an amount equal to seventy-five one hundredths
of one percent (0.75%) of such Lender's Percentage of the Commitments hereunder.
Such fees shall be due and payable upon the execution and delivery of this
Agreement by the Borrower.

         2.13.3. Commitment Fees. The Borrower agrees to pay to the
Administrative Agent, for distribution to the Lenders holding Revolving Credit
Commitments in proportion to their respective Percentages, annual commitment
fees during the Revolving Credit Commitment Period equal to the average of the
daily unused portion of the Revolving Credit Commitments (i.e., the aggregate
amount of the Revolving Credit Commitments less the aggregate amount of
Revolving Loans and Letter of Credit Liabilities outstanding, but without
reduction for Swingline Loans) multiplied by the Applicable Commitment Fee
Percentage ("Commitment Fees"). Commitment Fees shall be payable in
quarter-annual installments, in arrears, on January 1, April 1, July 1 and
October 1 of each year, commencing July 1, 2004, and on the Maturity Date.

         2.13.4. Letter of Credit Fees. The Borrower agrees to pay to the
Administrative Agent, for distribution to the Lenders holding Revolving Credit
Commitments in proportion to their respective Percentages, annual letter of
credit fees for the period commencing on the date hereof to but excluding the
Maturity Date equal to the average of the daily aggregate amount available to be
drawn under issued and outstanding Letters of Credit (regardless of whether such
amount then continues to remain available thereunder) multiplied by the
Applicable Letter of Credit Fee Percentage ("Letter of Credit Fees"). Letter of
Credit Fees shall be payable in quarter-annual installments, in arrears, on
January 1, April 1, July 1 and October 1 of each year, commencing July 1, 2004,
and on the Maturity Date.



                                      -44-
<PAGE>


         2.13.5. Opening Fees; Amendment or Transfer Fees; Drawing Fees.
Pursuant to one or more separate agreements with the Issuing Bank, Borrower
shall pay to the Issuing Bank its fees for the issuance of Letters of Credit
pursuant to this Agreement, together with the normal and customary fees charged
by the Issuing Bank upon the establishment of any Letter of Credit, upon any
amendment or transfer of a Letter of Credit and upon the payment of any drawing
under any Letter of Credit.

         2.14. Computations. To the extent permitted by applicable law, all
computations of fees and interest under this Agreement payable in respect of any
period shall be made by the Administrative Agent on the basis of a 360-day year,
in each case for the actual number of days (including the first day but
excluding the last day) occurring in the period for which such fees or interest
are payable; provided, however, that computations regarding interest accruing
with reference to the Base Rate shall be made on the basis of a 365-day (or
366-day, as applicable) year and the actual number of days (including the first
day but excluding the last day) occurring in the period for which interest is
payable. In computing interest on any Loan, the date of the making of such Loan
or the first day of an Interest Period, as the case may be, shall be included
and the date of payment or the expiration date of an Interest Period, as the
case may be, shall be excluded; provided, however, that if a Loan is repaid on
the same day on which it is made, one day's interest shall be paid on that Loan.

         2.15. Interest and Fees Margins. For purposes of interest and fee
computations hereunder involving the Applicable Base Rate Margin, the Applicable
Eurodollar Rate Margin, the Applicable Letter of Credit Fee Percentage and the
Applicable Commitment Fee Percentage, such margins and percentages shall be
determined as follows:

<TABLE>
<CAPTION>

                                                                    Applicable             Applicable
                      Applicable             Applicable              Letter of             Commitment
                   Eurodollar Rate            Base Rate             Credit Fee                Fee
     Tier               Margin                 Margin               Percentage             Percentage
     ----          ----------------         -----------            -----------            -----------
<S>    <C>              <C>                     <C>                    <C>                   <C>
       1                2.00%                   0.00%                  2.00%                 0.35%
       2                2.50%                   0.50%                  2.50%                 0.50%
       3                3.00%                   0.75%                  3.00%                 0.50%




         Except as expressly hereinafter provided, the applicable tier at any
time shall be determined with reference to the Borrower's Funded Indebtedness to
EBITDA Ratio, as follows:

         Tier             Funded Indebtedness to EBITDA Ratio
         ----             -----------------------------------

           1              Less than or equal to 1.50 to 1.00

           2              Greater than 1.50 to 1.00 but less than or equal to
                          2.00 to 1.00

           3              Greater than 2.00

</TABLE>



                                      -45-
<PAGE>


         From the date hereof to but not including the first Pricing Tier
Determination Date occurring after June 30, 2004, Tier 3 shall be applicable.
Any adjustment in the margins set forth above shall take effect on the first
Pricing Tier Determination Date following the Fiscal Quarter as of the end of
which such ratio was calculated; provided, however, that following any failure
of the Borrower to deliver to the Administrative Agent any of the financial
statements, financial reports, certificates or other financial information
required by Section 8.1.1 or Section 8.1.2 in a timely manner and until such
failure is cured or corrected, and without limitation of or prejudice to any
other right or remedy of the Administrative Agent, the Lenders or the Issuing
Bank in respect of such failure, Tier 3 shall be applicable.

         2.16. Special Provisions Governing Eurodollar Loans. Notwithstanding
other provisions of this Agreement, the following provisions shall govern with
respect to Eurodollar Loans as to the matters covered:

         2.16.1. Determination of Interest Period. By giving a Notice of
Borrowing pursuant to Section 2.3.4, the Borrower shall have the option, subject
to the other provisions of this Section 2.16.1, to specify whether the Interest
Period commencing on the date specified therein shall be a one, two, three or
six month period; provided that:

               (a)  in the case of immediately successive Interest Periods, each
                    successive Interest Period shall commence on the day on
                    which the next preceding Interest Period expires;

               (b)  if any Interest Period otherwise would expire on a day that
                    is not a Business Day, that Interest Period shall be
                    extended to expire on the next succeeding Business Day;
                    provided, however, that if any such Interest Period 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 that month, that Interest Period shall expire on
                    the immediately preceding Business Day;

               (c)  any Interest Period 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, subject to paragraphs
                    (d), (e) and (f) below, end on the last Business Day of a
                    calendar month;

               (d)  with respect to any Loan that is the subject of a Specified
                    Hedge Agreement, (1) no Interest Period may be chosen that
                    would extend beyond any date on which principal is scheduled
                    to be paid in respect of such Loan, (2) to the extent that
                    such Loan is intended to be a Eurodollar Loan following the
                    date of such scheduled principal payment, Interest Periods
                    shall be selected such that the date of such scheduled
                    principal payment shall coincide with the expiration of an
                    Interest Period, and (3) a single initial Interest Period
                    may be chosen that will not be a period of precisely one,
                    two, three or six months (as applicable) but will end on a
                    date that will accommodate the foregoing with respect to
                    successive Interest Periods;


                                      -46-
<PAGE>


               (e)  no Interest Period may be chosen that would extend beyond
                    the date of any scheduled reduction of the Commitments or
                    any date on which principal is scheduled to be paid in
                    respect of the Loans unless, after giving effect to such
                    Eurodollar Loan, the aggregate principal amount of Loans
                    that are Base Rate Loans or that have Interest Periods that
                    will expire on or before such date equals or exceeds the
                    amount of any prepayment of Loans required in connection
                    with such scheduled reduction of the Commitments or the
                    amount of such scheduled principal payment, as the case may
                    be;

               (f)  no Interest Period shall extend beyond the Maturity Date;

               (g)  if a Notice of Borrowing for Eurodollar Loans fails to
                    specify an Interest Period, the Borrower shall be deemed to
                    have selected a one-month Interest Period for such
                    Eurodollar Loans; and

               (h)  there shall not be more than five (5) Interest Periods in
                    effect with respect to the Loans at any time.

         2.16.2. Determination of Interest Rate. As soon as is practicable after
11:00 a.m. (Central time) on the Interest Rate Determination Date, the
Administrative Agent shall determine (which determination shall, absent manifest
error, be final, conclusive and binding upon all parties) the interest rate that
shall apply to the Eurodollar Loans for which an interest rate is then being
determined for the applicable Interest Period and shall promptly give notice
thereof (in writing or by telephone confirmed in writing) to the Borrower and to
each Lender.

         2.16.3. Inability to Determine Rate. In the event the Administrative
Agent shall have determined (which determination shall be conclusive and binding
absent manifest error) that by reason of circumstances affecting the London
interbank Eurodollar market, adequate and reasonable means do not exist for
ascertaining Eurodollar Base Rate, the Administrative Agent forthwith shall give
telephonic notice of such determination, confirmed in writing, to the Borrower
and to each Lender. If such notice is given, and until such notice has been
withdrawn by the Administrative Agent, no additional Eurodollar Loans shall be
made.

         2.16.4. Illegality; Termination of Commitment to Make Eurodollar Loans.
Notwithstanding any other provisions of this Agreement, if any law, treaty, rule
or regulation or determination of a court or other governmental authority, or
any change therein or in the interpretation or application thereof, shall make
it unlawful for any Lender to make or maintain Eurodollar Loans, as contemplated
by this Agreement, then, and in any such event, such Lender shall be an
"Affected Lender" and shall promptly give notice (by telephone confirmed in
writing) to the Borrower and the Administrative Agent (which notice the
Administrative Agent shall promptly transmit to each Lender in writing, or by
telephone confirmed in writing) of such determination, and the obligation of the
Affected Lender to make Eurodollar Loans shall be terminated, and its obligation
to maintain its Eurodollar Loans during such period shall be terminated at the
earlier to occur of the termination of the last Interest Period then in effect
or when required by law.


                                      -47-
<PAGE>


Thereafter, and until such notice has been withdrawn by the Affected Lender, the
Affected Lender shall have no obligation to make Eurodollar Loans, and any
Eurodollar Loans of the Affected Lender then outstanding shall be converted into
Base Rate Loans as of the end of the corresponding Interest Period for each.

         2.16.5. Eurodollar Loans After Default. Unless all Lenders shall
otherwise agree, after the occurrence of and during the continuance of a
Default, the Borrower may not elect to have a Loan be made or continued as, or
converted to, a Eurodollar Loan.

         2.17. Expenses. The Borrower shall reimburse the Administrative Agent,
on demand, for all reasonable attorneys' and paralegals' fees and expenses of
counsel to the Administrative Agent, all fees and expenses for title, lien and
other public records searches, all filing and recordation fees and taxes, all
title insurance premiums, survey charges and environmental consulting fees, all
duplicating expenses, corporation search fees, appraisal fees and escrow agent
fees and expenses and all other customary fees and expenses incurred in
connection with (a) the negotiation, documentation and closing of the
transactions contemplated hereby, (b) the perfection of or the continued
perfection of the security interests contemplated hereby, and (c) the review and
preparation of any documentation in connection with, and the approval by the
Administrative Agent or the Lenders of, any matter for which the approval of the
Administrative Agent or the Lenders is requested or required hereunder. The
obligations described in this Section 2.17 regarding the payment of expenses are
independent of all other obligations of the Borrower hereunder, shall survive
the expiration or termination of the Commitments and shall be payable regardless
of whether the financing transactions contemplated by this Agreement shall be
consummated.


                                   ARTICLE 3

                     PAYMENTS, PREPAYMENTS AND COMPUTATIONS

         3.1. General Provisions Relating to Repayment of Loans. The Loans shall
be repaid as provided in this Section 3.1.

         3.1.1. Interest Payments. The interest accrued on each Loan shall be
payable on each Interest Payment Date applicable to such Loan, upon any
prepayment of any Eurodollar Loan (to the extent accrued on the amount being
prepaid) and at maturity.

         3.1.2. Principal Payments.

               (a)  Scheduled Principal Payments - Term Loans. On July 1, 2004
                    and on each October 1, January 1, April 1 and July 1
                    thereafter until the Term Loan Maturity Date, the Borrower
                    shall make a principal payment in respect of the Term Loans
                    in an amount equal to one-twelfth (1/12) of the aggregate
                    principal amount of the Term Loans outstanding immediately
                    following the expiration of the Term Loan Commitments.



                                      -48-
<PAGE>


               (b)  Optional Prepayments.

                    (1)  The Borrower may prepay Swingline Loans, in whole or in
                         part, at any time and from time to time. Except to the
                         extent that repayment of Swingline Loans is being
                         administered through an automated cash management
                         system mutually approved in writing by the Borrower and
                         the Swingline Lender, the Borrower shall, prior to or
                         contemporaneously with making any such prepayment, give
                         the Swingline Lender such notice of prepayment (written
                         notice or telephonic notice confirmed in writing to the
                         Swingline Lender) as is sufficient to enable the
                         Swingline Lender to apply such prepayment properly to
                         the repayment of Swingline Loans.

                    (2)  The Borrower may prepay Revolving Loans, in whole or in
                         part, at any time and from time to time. Except to the
                         extent that repayment of Revolving Loans is being
                         administered through an automated cash management
                         system mutually approved in writing by the Borrower and
                         the Administrative Agent, (A) the Borrower shall give
                         the Administrative Agent written notice (or telephonic
                         notice confirmed in writing) not later than 11:00 a.m.
                         (Central time) on the Business Day of any proposed
                         prepayment of Base Rate Loans and not less than three
                         (3) Business Days' prior written notice (or telephonic
                         notice confirmed in writing) with respect to any
                         proposed prepayment of Eurodollar Loans (each of which
                         notices the Administrative Agent will promptly transmit
                         to each Lender in writing, or by telephone confirmed in
                         writing), and (B) Revolving Loans shall be prepaid in
                         whole, or in part in integral multiples of $100,000.
                         Notwithstanding the foregoing, (A) Eurodollar Loans may
                         only be prepaid in part if, after such prepayment, the
                         unpaid portion of such Loans shall have aggregate
                         minimum balances of $500,000, and (B) in connection
                         with any prepayment of Eurodollar Loans, the Borrower
                         shall pay to the Administrative Agent, for distribution
                         to the Lenders, the accrued interest on such Eurodollar
                         Loans required to be paid pursuant to Section 3.1.1 and
                         any amounts required to be paid pursuant to Section
                         3.4.5.

               (c)  Mandatory Prepayments.

                    (1)  If (A) the aggregate average daily outstanding
                         principal balance of Swingline Loans during any weekly
                         period ending on [NOT APPLICABLE] of any week (or if
                         [NOT APPLICABLE] is not a Business Day, then on the
                         next succeeding Business Day) exceeds [NOT APPLICABLE],
                         and (B) the aggregate principal balance of Swingline
                         Loans outstanding on such day exceeds [NOT APPLICABLE],
                         then on the next succeeding Business Day the Borrower
                         shall prepay Swingline Loans in an amount sufficient to
                         reduce the aggregate outstanding principal balance of
                         Swingline Loans to an amount not exceeding [NOT
                         APPLICABLE]. The Borrower shall, prior to or
                         contemporaneously with


                                      -49-
<PAGE>


                         making any such prepayment, give the Swingline Lender
                         such notice of prepayment (written notice or telephonic
                         notice confirmed in writing to the Swingline Lender) as
                         is sufficient to enable the Swingline Lender to apply
                         such prepayment properly to the repayment of Swingline
                         Loans.

                    (2)  The Borrower shall prepay Loans as and to the extent
                         necessary so that at no time will (A) the aggregate
                         principal amount of Loans and Letter of Credit
                         Liabilities outstanding exceed the Commitments in
                         effect at such time, and (B) any applicable limits
                         specified in Section 2.3.1, Section 2.4.1 or Section
                         2.5.1 be exceeded. Any prepayments made by the Borrower
                         in respect of Term Loans pursuant to this paragraph (2)
                         shall be applied first to outstanding Term Loans that
                         are Base Rate Loans, to the full extent thereof, in
                         inverse order of maturity, and next to Term Loans that
                         are Eurodollar Loans, to the full extent thereof, in
                         inverse order of maturity. Any prepayments made by the
                         Borrower in respect of Swingline Loans or Revolving
                         Loans pursuant to this paragraph (2) shall be applied
                         first to outstanding Swingline Loans, to the full
                         extent thereof, next to outstanding Revolving Loans
                         that are Base Rate Loans, to the full extent thereof,
                         and finally to Revolving Loans that are Eurodollar
                         Loans.

                    (3)  If on any date any Capital Stock shall be issued or
                         Indebtedness shall be incurred by the Borrower or any
                         of the other Credit Parties other than pursuant to an
                         Excluded Prepayment Transaction, then an amount equal
                         to 100% of the Net Cash Proceeds thereof shall be
                         applied on such date to the prepayment of outstanding
                         Term Loans to the full extent thereof and thereafter to
                         the reduction of the Revolving Credit Commitments and
                         the repayment of outstanding Swingline Loans and
                         Revolving Loans as set forth in subsection 2.1.3.

                    (4)  If on any date the Borrower or any Guarantor shall
                         receive Net Cash Proceeds from any Asset Sale or
                         Recovery Event then, unless a Reinvestment Notice shall
                         have been delivered previously to the Administrative
                         Agent in respect thereof, such Net Cash Proceeds shall
                         be applied on such date to the prepayment of
                         outstanding Term Loans to the full extent thereof and
                         thereafter to the reduction of the Revolving Credit
                         Commitments and the repayment of Swingline Loans and
                         Revolving Loans as set forth in subsection 2.1.3);
                         provided that on each Reinvestment Prepayment Date, an
                         amount equal to the Reinvestment Prepayment Amount with
                         respect to the relevant Reinvestment Event shall be
                         applied to the prepayment of outstanding Term Loans to
                         the full extent thereof and thereafter to the reduction
                         of the Revolving Credit Commitments and the repayment
                         of outstanding Swingline Loans and Revolving Loans as
                         set forth in subsection 2.1.3.

                    (5)  Prepayments of Loans pursuant to the preceding
                         paragraphs (3) and (4) shall be applied first to
                         outstanding Term Loans


                                      -50-
<PAGE>


                         that are Base Rate Loans, to the full extent thereof,
                         in inverse order of maturity, next to Term Loans that
                         are Eurodollar Loans, to the full extent thereof, in
                         inverse order of maturity, next to outstanding
                         Swingline Loans, to the full extent thereof, next to
                         outstanding Revolving Loans that are Base Rate Loans,
                         to the full extent thereof, and finally to Revolving
                         Loans that are Eurodollar Loans.

                    (6)  In connection with any prepayment of any Eurodollar
                         Loan pursuant to this subsection (c), the Borrower
                         shall pay to the Administrative Agent, for distribution
                         to the Lenders, the accrued interest on such Loan
                         required to be paid pursuant to Section 3.1.1 and any
                         amounts required to be paid pursuant to Section 3.4.5.

         3.1.3. Final Maturity of Loans. In all events, (a) the entire aggregate
principal balances of, all accrued and unpaid interest on and all fees and other
sums due and payable in respect of the Term Loans shall be due and payable in
full on the Term Loan Maturity Date if not sooner paid, and (b) the entire
aggregate principal balances of, all accrued and unpaid interest on and all fees
and other sums due and payable in respect of the Revolving Loans and Swingline
Loans shall be due and payable in full on the Revolving Credit Maturity Date if
not sooner paid.

         3.2. Repayment of Amounts Drawn Under Letters of Credit. On each day
the Issuing Bank honors a drawing under a Letter of Credit, the Borrower shall,
after the Issuing Bank has honored such drawing, immediately reimburse the
Issuing Bank for the account of the Lenders holding Revolving Credit
Commitments, by 11:00 a.m. (Central time) (or as soon thereafter as the drawing
has been honored) in an amount equal to the amount of such drawing.

         3.3. Payments and Computations, Etc.

         3.3.1. Time and Manner of Payments. Except as otherwise expressly set
forth herein, all payments of principal, interest and fees hereunder and under
the Notes shall be in lawful currency of the United States of America, in
immediately available (same day) funds, and delivered to the Administrative
Agent at its Lending Office for its account, the account of the Lenders, the
account of the Swingline Lender or the account of the Issuing Bank, as the case
may be (or, in the case of Swingline Loans and if so directed in writing by the
Swingline Lender, delivered directly to the Swingline Lender), not later than
11:00 a.m. (Central time) on the date due. As soon as is practicable thereafter,
the Administrative Agent shall cause to be distributed like funds relating to
the payment of principal or interest or fees ratably to the Lenders in
accordance with their respective Percentages (other than amounts payable
pursuant to Sections 2.13.1, 3.4 and 3.5, which are to be distributed other than
ratably). Funds received by the Administrative Agent after the time specified in
the first sentence of this paragraph shall be deemed to have been paid by the
Borrower on the next succeeding Business Day.

         3.3.2. Payments on Non-Business Days. Whenever any payment to be made
hereunder or under the Notes shall be stated to be due on a day that is not a
Business Day, the payment shall be made on the next succeeding Business Day and
such extension of


                                      -51-
<PAGE>


time shall be included in the computation of the payment of interest hereunder
or under the Notes or of the fees payable hereunder, as the case may be;
provided, however, that in the event that the day on which payment relating to a
Eurodollar Loan is due is not a Business Day but is a day of the month after
which no further Business Day occurs in that month, then the due date thereof
shall be the next preceding Business Day.

         3.3.3. Apportionment of Payments. Aggregated principal and interest
payments shall be apportioned among all outstanding Loans to which such payments
relate, and shall be apportioned ratably among the Lenders in proportion to the
Lenders' respective Percentages of the corresponding Loans. The Administrative
Agent shall promptly distribute to each Lender at its Lending Office its
Percentage of all such payments received by the Administrative Agent.
Notwithstanding the foregoing provisions of this Section 3.3.3, if, pursuant to
the provisions of Section 2.16.4, any Notice of Borrowing is withdrawn as to any
Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its
Percentage of Eurodollar Loans, the Administrative Agent shall give effect
thereto in apportioning payments received thereafter.

         3.3.4. Assumption of Payments Made. Unless the Borrower or any Lender
shall have notified the Administrative Agent, prior to the date any payment is
required to be made by it to the Administrative Agent hereunder, that the
Borrower or such Lender, as the case may be, will not make such payment, the
Administrative Agent may assume that the Borrower or such Lender, as the case
may be, has timely made such payment and may (but shall not be so required to),
in reliance thereon, make available a corresponding amount to the Person
entitled thereto. If and to the extent that such payment was not in fact made to
the Administrative Agent in immediately available funds, then:

     (a)  if the Borrower failed to make such payment, each Lender shall
          forthwith on demand repay to the Administrative Agent the portion of
          such assumed payment that was made available to such Lender in
          immediately available funds, together with interest thereon in respect
          of each day from and including the date such amount was made available
          by the Administrative Agent to such Lender to the date such amount is
          repaid to the Administrative Agent in immediately available funds at
          the Federal Funds Rate or any other rate customarily used by banks for
          the correction of errors among banks, but in no event to exceed the
          Highest Lawful Rate; and

     (b)  if any Lender failed to make such payment, such Lender shall forthwith
          on demand pay to the Administrative Agent the amount thereof in
          immediately available funds, together with interest thereon for the
          period from the date such amount was made available by the
          Administrative Agent to the Borrower to the date such amount is
          recovered by the Administrative Agent (the "Compensation Period") at a
          rate per annum equal to the Federal Funds Rate or any other rate
          customarily used by banks for the correction of errors among banks,
          but in no event to exceed the Highest Lawful Rate. If such Lender pays
          such amount to the Administrative Agent, then such amount shall
          constitute such Lender's Loan included in the applicable Borrowing. If
          such Lender does not pay


                                      -52-
<PAGE>


          such amount forthwith upon the Administrative Agent's demand therefor,
          the Administrative Agent may make a demand therefor upon the Borrower,
          and the Borrower shall pay such amount to the Administrative Agent,
          together with interest thereon for the Compensation Period at a rate
          per annum equal to the rate of interest applicable to the applicable
          Borrowing. Nothing herein shall be deemed to relieve any Lender from
          its obligation to fulfill its Commitment or to prejudice or impair any
          rights (including any right of offset) that the Administrative Agent
          or the Borrower may have against any Lender as a result of any default
          by such Lender hereunder.

         A notice of the Administrative Agent to any Lender or the Borrower with
         respect to any amount owing under this Section 3.3.4 shall be
         conclusive, absent manifest error.

         3.3.5. Application of Proceeds. After the occurrence and during the
continuance of an Event of Default, unless otherwise set forth in this Agreement
or the other Loan Documents, all payments received by the Administrative Agent
from the enforcement of remedies under the Loan Documents or otherwise with
respect to the Obligations shall be applied (a) first, to the payment of any
fees, expenses, reimbursements or indemnities then due from the Borrower to the
Administrative Agent; (b) second, to the payment of any fees, expenses,
reimbursements or indemnities then due from the Borrower to the Lenders, or any
of them; (c) third, to the ratable payment of interest due from the Borrower
with respect to any of the Loans and fees in respect of the Letters of Credit;
(d) fourth, to the ratable payment of principal of any of the Loans of the
Borrower and all obligations of the Borrower to reimburse the Issuing Bank and
the Lenders in respect of drawings under Letters of Credit; (e) fifth, to be
held as cash collateral by the Administrative Agent for the ratable benefit of
the Lenders, the Issuing Bank and the Administrative Agent, as security for
outstanding Letter of Credit Liabilities, and (f) sixth, to pay all other
Obligations. Amounts applied to the interest on or principal of Loans as
aforesaid shall be applied to the interest on or principal of outstanding
Swingline Loans, if any, prior to the application of same to other Loans.

         3.4. Increased Costs, Capital Requirements and Taxes.

         3.4.1. Increased Costs. Except to the extent reimbursed pursuant to
other provisions of this Section 3.4, in the event that either (i) the
introduction of, or any change in, or in the interpretation of, any law or
regulation or (ii) compliance with any guideline or request from any central
bank or other Governmental Authority (regardless of whether having the force of
law):

     (a)  does or shall subject any Lender to any additional income, preference,
          minimum or excise tax or to any additional tax of any kind whatsoever
          with respect to this Agreement, the Notes, the Letters of Credit or
          any of the Loans or change the basis of taxation of payments to such
          Lender of principal, commitment fees, interest or any other amount
          payable hereunder (except for changes in the rate of tax on the
          overall gross or net income of that Lender or its foreign branch,
          agency or subsidiary); or



                                      -53-
<PAGE>


     (b)  does or shall impose, modify or hold applicable any reserve, special
          deposit, compulsory loan, FDIC insurance or similar requirement
          against assets held by, or deposits or other liabilities in or for the
          account of, advances or loans by, or other credit extended by, or any
          other acquisition of funds by, any office of such Lender (except, with
          respect to Eurodollar Loans, to the extent that the reserve
          requirements are reflected in the definition of "Eurodollar Rate"); or

     (c)  does or shall impose on that Lender any other condition;

         and the result of any of the foregoing is to increase the cost to that
         Lender of issuing or participating in the Letters of Credit or of
         making, renewing or maintaining the Loans or the Commitments or to
         reduce any amount receivable hereunder or thereunder; then, in any such
         case, the Borrower shall promptly pay to such Lender, upon demand, such
         additional amounts as are sufficient to compensate such Lender for any
         such additional cost or reduced amount received.

         3.4.2. Capital Requirements - General. If either (i) the introduction
of, or any change in, or in the interpretation of, any law or regulation or (ii)
compliance with any guideline or request from any central bank or other
Governmental Authority (regardless of whether having the force of law), affects
or would affect in any way the amount of capital required or expected to be
maintained by any Lender or any corporation controlling such Lender with the
effect of reducing the rate of return on such capital to a level below the rate
that such Lender or such other corporation could have achieved but for such
introduction, change or compliance, and such Lender reasonably determines that
such reduction is based on the existence of such Lender's Commitments hereunder
and other commitments of this type, then upon demand by such Lender, the
Borrower shall further pay to such Lender from time to time as specified by such
Lender such additional amounts as are sufficient to compensate such Lender or
other corporation for such reduction.

         3.4.3. Capital Requirements - Letters of Credit. If the Issuing Bank or
any Lender determines that either (i) the introduction of, or any change in, or
in the interpretation of, any law or regulation or (ii) compliance with any
guideline or request from any central bank or other Governmental Authority
(regardless of whether having the force of law), affects or would affect in any
way the amount of capital required or expected to be maintained by the Issuing
Bank or such Lender or any corporation controlling the Issuing Bank or such
Lender with the effect of reducing the rate of return on such capital below the
rate that the Issuing Bank or such Lender or such other corporation could have
achieved but for such introduction, change or compliance, and the Issuing Bank
or such Lender reasonably determines that such reduction is based on the
existence of the Letters of Credit issued hereunder and other commitments of
this type, then upon demand by the Issuing Bank or such Lender, the Borrower
shall further pay to the Issuing Bank and such Lender from time to time as
specified by the Issuing Bank and such Lender such additional amounts as are
sufficient to compensate the Issuing Bank and such Lender or other corporation
for such reduction.



                                      -54-
<PAGE>


         3.4.4. Increased Reserves - Letters of Credit. If either (i) the
introduction of, or any change in, or in the interpretation of, any law or
regulation or (ii) compliance with any guideline or request from any central
bank or other Governmental Authority (regardless of whether having the force of
law), shall either (a) impose, modify or deem applicable any reserve, special
deposit or similar requirement against letters of credit or similar instruments
issued by, or assets held by, or deposits in or for the account of, the Issuing
Bank or any Lender, or (b) impose on the Issuing Bank or any Lender any other
condition regarding this Agreement as it pertains to the Letters of Credit, or
any letter of credit, and the result of any event referred to in the preceding
clause (a) or (b) shall be to increase the cost to the Issuing Bank or any
Lender of issuing or maintaining any Letter of Credit or any participation
therein (which increase in cost shall be determined by the Issuing Bank's or
such Lender's, as the case may be, reasonable allocations of the aggregate of
such cost increases resulting from such event), then, upon demand by the Issuing
Bank or such Lender, as the case may be, the Borrower shall forthwith pay to the
Issuing Bank or such Lender, as the case may be, from time to time as specified
by the Issuing Bank or such Lender, as the case may be, such additional amounts
as are sufficient to compensate the Issuing Bank or such Lender, as the case may
be, for such increased cost.

         3.4.5. Breakage Costs - Eurodollar Loans. The Borrower shall indemnify
each Lender against and hold each Lender free and harmless from all losses,
liabilities and reasonable expenses (including any loss sustained by that Lender
in connection with the re-employment of such funds), that such Lender may
sustain: (a) if for any reason (other than a default by such Lender) a Borrowing
of Eurodollar Loans does not occur on a date specified therefor in a Notice of
Borrowing or a telephonic request for borrowing or a continuation of or
conversion to Eurodollar Loans does not occur on a date specified therefor in a
Notice of Conversion/Continuation or in a telephonic request for
conversion/continuation, (b) if any prepayment of any of its Eurodollar Loans
occurs on a date that is not the last day of an Interest Period, (c) if any
prepayment of any of its Eurodollar Loans is not made on any date specified in a
notice of prepayment given by the Borrower, or (d) as a consequence of any other
default by the Borrower to repay its Eurodollar Loans when required by the terms
of this Agreement.

         3.4.6. Eurodollar Rate Taxes. The Borrower shall indemnify each Lender
against and hold each Lender free and harmless from, and shall pay, prior to the
date on which penalties attach thereto, all present and future income, stamp and
other taxes, levies or costs and charges whatsoever imposed, assessed, levied or
collected on or in respect of a Loan solely as a result of the interest rate
being determined by reference to the Eurodollar Rate or the provisions of this
Agreement related to the Eurodollar Rate or the recording, registration,
notarization or other formalization of any thereof or any payments of principal,
interest or other amounts made on or in respect of a Loan when the interest rate
is determined by reference to the Eurodollar Rate (all such taxes, levies, costs
and charges being herein collectively called "Eurodollar Rate Taxes"); provided,
however, that Eurodollar Rate Taxes shall not include: taxes imposed on or
measured by the overall gross or net income of such Lender or any foreign
branch, agency or



                                      -55-
<PAGE>


subsidiary of such Lender by the United States of America or any political
subdivision or taxing authority thereof or therein, or taxes on or measured by
the overall gross or net income of that Lender or any foreign branch, agency or
subsidiary of that Lender by any foreign country or subdivision thereof in which
that Lender, branch, agency or subsidiary is doing business. The Borrower also
shall indemnify each Lender against and hold each Lender free and harmless from,
and shall pay such additional amounts equal to, increases in taxes payable by
that Lender described in the foregoing proviso that are attributable to payments
made by the Borrower described in the immediately preceding sentence or this
sentence. Promptly after the date on which payment of any such Eurodollar Rate
Tax is due pursuant to applicable law, the Borrower will, at the request of such
Lender, furnish to such Lender evidence, in form and substance satisfactory to
such Lender, that the Borrower has met its obligation under this Section 3.4.6;
and the Borrower will indemnify each Lender against, and reimburse each Lender
on demand for, any Eurodollar Rate Taxes payable by that Lender. Such Lender
shall provide the Borrower with appropriate receipts for any payments or
reimbursements made by the Borrower pursuant to this Section 3.4.6.

         3.4.7. Notice of Increased Costs; Payment. Each Lender and the Issuing
Bank will promptly notify the Administrative Agent (with a copy to the Borrower)
of any event of which it has knowledge, occurring after the date hereof, that
entitles such Lender or the Issuing Bank to compensation, reimbursement or
indemnity pursuant to this Section 3.4 or Section 3.5, and shall furnish to the
Administrative Agent (with a copy to the Borrower) a certificate of such Lender
or the Issuing Bank claiming compensation, reimbursement or indemnity under this
Section 3.4 or Section 3.5, setting forth in reasonable detail the additional
amount or amounts to be paid to it hereunder if not theretofore paid by the
Borrower as provided in Section 3.5 (which certificate shall be presumed correct
and binding in the absence of manifest error). In determining such amount, such
Lender and the Issuing Bank may use any reasonable averaging, attribution or
allocation methods. Within fifteen (15) days following receipt of such notice,
the Borrower shall pay to the Administrative Agent, for distribution to such
Lender, or to the Issuing Bank, as the case may be, the amount shown to be due
and payable by such certificate.

         3.5. Taxes.

         3.5.1. Taxes Generally. Any and all payments by the Borrower hereunder
or under the Notes or the other Loan Documents shall be made free and clear of
and without deduction for any and all present or future taxes, levies, imposts,
deductions, charges or withholdings, and all liabilities with respect to such
payments (including interest, additions to tax and penalties thereon),
excluding, in the case of each Lender, the Administrative Agent and the Issuing
Bank, (i) taxes imposed on or measured by its net income or, in the State of
Tennessee, net assets, and franchise taxes imposed on it, by the jurisdiction
under whose law such Lender is organized, by the jurisdiction of such Lender's
Lending Office or by any political subdivision or taxing authority of either
thereof, and (ii) withholding taxes that are the subject of Sections 3.5.2
through 3.5.5. If the Borrower shall be required by law to deduct any such taxes
from or in respect of any



                                      -56-
<PAGE>


sum payable hereunder or under any Note or any other Loan Document to the
Administrative Agent, any Lender or the Issuing Bank (a) the sum payable shall
be increased as may be necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this Section
3.5) the Administrative Agent, such Lender or the Issuing Bank (as the case may
be) shall receive an amount equal to the sum it would have received had no such
deductions been made, and (b) the Borrower shall pay the full amount deducted to
the relevant taxation authority or other authority in accordance with applicable
law. If and to the extent that any Lender subsequently shall be refunded or
otherwise recover all or any part of any such deduction, it shall promptly
refund to the Borrower the amount so recovered.

         3.5.2. Withholding Tax Exemption. Each Lender that is not a citizen or
resident of the United States of America, a corporation, partnership or other
entity created or organized in or under the laws of the United States of America
(or any jurisdiction thereof) or an estate or trust that is subject to federal
income taxation regardless of the source of its income (a "Non-U.S. Lender")
shall deliver to the Borrower and the Administrative Agent (and, in the case of
a participant, to the Lender from which the related participation shall have
been purchased) two copies of either U.S. Internal Revenue Service Form W-8BEN
or Form W-8ECI, or, in the case of a Non-U.S. Lender claiming exemption from
U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with
respect to payments of "portfolio interest", a statement in form satisfactory to
the Administrative Agent to the effect that such Lender is eligible for a
complete exemption from withholding of U.S. taxes under Section 871(h) or 881(c)
of the Code and a Form W-8BEN, or any subsequent versions thereof or successors
thereto properly completed and duly executed by such Non-U.S. Lender claiming
complete exemption from, or a reduced rate of, U.S. federal withholding tax on
payments by the Borrower or any Guarantor under this Agreement and the other
Loan Documents. Such forms shall be delivered by each Non-U.S. Lender on or
before the date it becomes a party to this Agreement (or, in the case of any
participant, on or before the date such participant purchases the related
participation). In addition, each Non-U.S. Lender shall deliver such forms
promptly upon the obsolescence or invalidity of any form previously delivered by
such Non-U.S. Lender. Each Non-U.S. Lender shall promptly notify the Borrower at
any time it determines that it is no longer in a position to provide any
previously delivered certificate to the Borrower (or any other form of
certification adopted by the U.S. taxing authorities for such purpose).
Notwithstanding any other provision of this paragraph, a Non-U.S. Lender shall
not be required to deliver any form pursuant to this paragraph that such
Non-U.S. Lender is not legally able to deliver.

         3.5.3. Withholding Taxes. A Lender that is entitled to an exemption
from or reduction of non-U.S. withholding tax under the law of the jurisdiction
in which the Borrower is located, or any treaty to which such jurisdiction is a
party, with respect to payments under this Agreement, shall deliver to the
Borrower (with a copy to the Administrative Agent), at the time or times
prescribed by applicable law or reasonably requested by the Borrower, such
properly completed and executed documentation prescribed by applicable law as
will permit such payments to be made without withholding or at a reduced rate,
provided that such Lender is legally entitled to



                                      -57-
<PAGE>


complete, execute and deliver such documentation and in such Lender's reasonable
judgment such completion, execution or submission will not materially prejudice
the legal position of such Lender.

         3.5.4. Indemnification. If the Internal Revenue Service or any
authority of the United States or other jurisdiction asserts a claim that the
Administrative Agent did not properly withhold tax from amounts paid to or for
the account of any Lender (because the appropriate form was not delivered or was
not properly executed, or because such Lender failed to notify the
Administrative Agent of a change in circumstances that rendered the exemption
from or reduction of withholding tax ineffective, or for any other reason) such
Lender shall indemnify the Administrative Agent fully for all amounts paid,
directly or indirectly, by the Administrative Agent as tax or otherwise,
including penalties and interest, together with all expenses incurred, including
legal expenses, allocated staff costs and any out-of-pocket expenses.

         3.5.5. Subsequent Lenders. If any Lender sells, assigns, grants
participations in or otherwise transfers its rights under this Agreement, the
participant shall comply and be bound by the terms of Sections 3.5.2, 3.5.3 and
3.5.4 as though it were such Lender.

         3.6. Booking of Loans. Any Lender may make, carry or transfer Loans at,
to or for the account of, any of its branch or agency offices, provided,
however, that in the event that any Lender transfers its Loans to another branch
or agency office in a transaction that does not involve the transfer by such
Lender of any of its other loans to such branch or agency office, such Lender
shall not be entitled to reimbursement for additional costs or taxes with
respect to such Loans pursuant to Section 3.4 or Section 3.5 if the Borrower
would be subject to additional liability under Section 3.4 or Section 3.5 to
which it would not be subject if such Lender's Loans were maintained at the
office at which such Loans were carried prior to such transfer.

         The Borrower acknowledges and agrees that (a) each Lender's method of
funding its Loans hereunder shall be in the sole discretion of such Lender, so
long as such funding complies with all applicable requirements of this
Agreement, and (b) for purposes of any determination to be made pursuant to
Sections 2.16.4 or 3.4.5 of this Agreement, each Lender shall be presumed
conclusively to have funded its Eurodollar Loans with the proceeds of Dollar
deposits obtained by such Lender in the interbank Eurodollar market.


                                   ARTICLE 4

                                    SECURITY

         4.1. Initial Security. The Obligations of the Borrower shall be secured
by:

     (a)  the Security Agreement, the other Loan Documents and the other
          instruments, documents and agreements executed and delivered pursuant
          to the Security Agreement; and



                                      -58-
<PAGE>


     (b)  the security interest in the Collateral Account herein granted in
          favor of the Administrative Agent for the ratable benefit of the
          Lenders, the Issuing Bank and the Administrative Agent, and the other
          Liens provided in this Agreement and the other Security Documents.

         4.2. Mortgages. With respect to any fee interest in any real property
having a value (together with improvements thereof) of at least $500,000 or any
lease of real property pursuant to a Capitalized Lease that contemplates an
initial annual rent payment, including any projected percentage rent, after the
expiration of any free rent or "rent abatement" period, of at least $50,000,
that is acquired or leased by the Borrower or any of its Subsidiaries after the
date hereof (other than any such real property owned or leased by an Excluded
Subsidiary), the Borrower will, and will cause its Subsidiaries to, take the
following actions promptly if and as requested by the Administrative Agent:

     (a)  execute, deliver and record a first priority Mortgage in favor of the
          Administrative Agent, for the benefit of the Administrative Agent, the
          Lenders and the Issuing Bank, covering such real property;

     (b)  provide the Administrative Agent with (i) policies of title insurance
          and casualty insurance in form, substance and amount, and issued by
          insurance companies, satisfactory to the Administrative Agent, (ii) a
          current survey of such real property, together with a surveyor's
          certificate, in form and substance and prepared by a licensed land
          surveyor satisfactory to the Administrative Agent, (iii) an appraisal
          of such real property in form, substance and amount, and issued by a
          qualified appraiser engaged by and satisfactory to the Administrative
          Agent, and (iii) any consents or estoppels deemed necessary or
          advisable by the Administrative Agent in connection with such
          Mortgage, in form and substance satisfactory to the Administrative
          Agent;

     (c)  provide the Administrative Agent with evidence reasonably satisfactory
          to the Administrative Agent that (i) such property is not contaminated
          with, nor threatened with contamination from outside sources by,
          Hazardous Materials, and (ii) such property otherwise complies in all
          material respects with all applicable Environmental Laws, such
          evidence to include an inspection of the property and a report, in
          form and substance satisfactory to the Administrative Agent, by a
          qualified engineering firm or other consultant acceptable to the
          Administrative Agent, disclosing the absence of any such Hazardous
          Materials;

     (d)  deliver to the Administrative Agent legal opinions relating to the
          matters described above, which opinions shall be in form and
          substance, and from counsel, reasonably satisfactory to the
          Administrative Agent; and

     (e)  take such other actions as may be required by the Administrative Agent
          to assure the validity, enforceability and priority of the Lien of
          such Mortgage.

         4.3. Further Assurances. Without limiting any of the foregoing, the
Borrower and all of the other Credit Parties shall, at the sole cost and expense
of the Borrower and such Credit Parties, execute and deliver to the
Administrative Agent, the Lenders and the Issuing Bank all



                                      -59-
<PAGE>


such further documents, instruments and agreements and perform all such other
acts that reasonably may be required in the opinion of the Administrative Agent
to evidence, confirm and effectuate the transactions contemplated by this
Agreement and the other Loan Documents, to accomplish the intents and purposes
of this Agreement and the other Loan Documents and to enable the Administrative
Agent, the Lenders and the Issuing Bank to exercise and enforce their respective
rights as the secured parties under the Security Documents. To the extent
permitted by applicable law, each of the Credit Parties hereby authorizes the
Administrative Agent on behalf of itself, the Lenders and the Issuing Bank to
file Financing Statements and continuation statements with respect to the
security interests granted or assigned under the Security Documents and to
execute such Financing Statements and continuation statements on its behalf. The
Administrative Agent shall furnish to the Borrower copies of all such Financing
Statements and continuation statements filed by the Administrative Agent on
behalf of the Lenders pursuant to this Section 4.3.


                                   ARTICLE 5

                                    GUARANTY

         5.1. Guaranty. Each of the Guarantors hereby unconditionally and
irrevocably, jointly and severally, guarantees to the Administrative Agent, the
Lenders and the Issuing Bank the due and punctual payment and performance of all
of the Obligations (except to the extent such Guarantor is a Principal Obligor
on such Obligations), in each case as and when the same shall become due and
payable, whether at maturity, by acceleration, mandatory prepayment or
otherwise, according to their terms. In case of failure by a Principal Obligor
of any Obligation punctually to pay or perform such Obligation, each of the
Guarantors (other than a Principal Obligor on such Obligation) hereby
unconditionally and irrevocably agrees to cause such payment to be made
punctually as and when the same shall become due and payable, whether at
maturity, by prepayment, declaration or otherwise, and to cause such performance
to be rendered punctually as and when due, in the same manner as if such payment
or performance were made by such Principal Obligor. This guaranty is and shall
be a guaranty of payment and performance and not merely of collection.

         5.2. Maximum Guaranty Liability.

     (a)  Each Guarantor's respective obligations hereunder and under the other
          Loan Documents shall be in an amount equal to, but not in excess of,
          the maximum liability permitted under Applicable Bankruptcy Law (the
          "Maximum Guaranty Liability"). To that end, but only to the extent
          such obligations otherwise would be subject to avoidance under
          Applicable Bankruptcy Law if any Guarantor is deemed not to have
          received valuable consideration, fair value or reasonably equivalent
          value for its obligations hereunder or under the other Loan Documents,
          each such Guarantor's respective obligations hereunder and under the
          other Loan Documents shall be reduced to that amount which, after
          giving effect thereto, would not render such Guarantor insolvent, or
          leave such Guarantor with an unreasonably small capital to conduct its
          business, or cause such Guarantor to


                                      -60-
<PAGE>


          have incurred debts (or to be deemed to have intended to incur debts),
          beyond its ability to pay such debts as they mature, at the time such
          obligations are deemed to have been incurred under Applicable
          Bankruptcy Law. As used herein, the terms "insolvent" and
          "unreasonably small capital" likewise shall be determined in
          accordance with Applicable Bankruptcy Law. This Section 5.2 is
          intended solely to preserve the rights of the Lenders, the
          Administrative Agent and the Issuing Bank hereunder and under the
          other Loan Documents to the maximum extent permitted by Applicable
          Bankruptcy Law, and neither the Guarantors nor any other Person shall
          have any right or claim under this Section 5.2 that otherwise would
          not be available under Applicable Bankruptcy Law.

     (b)  Each Guarantor agrees that the Guaranteed Obligations at any time and
          from time to time may exceed the Maximum Guaranty Liability of such
          Guarantor, and may exceed the aggregate Maximum Guaranty Liability of
          all Guarantors hereunder, without impairing this Guaranty or affecting
          the rights and remedies of the Lenders, the Administrative Agent or
          the Issuing Bank hereunder.

         5.3. Contribution. In the event any Guarantor (a "Funding Guarantor")
shall make any payment or payments under this Guaranty or shall suffer any loss
as a result of any realization upon any of its property granted as Collateral
under any Loan Document, each other Guarantor (each, a "Contributing Guarantor")
shall contribute to such Funding Guarantor an amount equal to such Contributing
Guarantor's "Pro Rata Share" of such payment or payments made, or losses
suffered, by such Funding Guarantor. For the purposes hereof, each Contributing
Guarantor's Pro Rata Share with respect to any such payment or loss by a Funding
Guarantor shall be determined as of the date on which such payment or loss was
made by reference to the ratio of (a) such Contributing Guarantor's Maximum
Guaranty Liability as of such date (without giving effect to any right to
receive, or obligation to make, any contribution hereunder) to (b) the aggregate
Maximum Guaranty Liability of all Guarantors (including such Funding Guarantor)
as of such date (without giving effect to any right to receive, or obligation to
make, any contribution hereunder). Nothing in this Section 5.3 shall affect each
Guarantor's several liability for the entire amount of the Guaranteed
Obligations (up to such Guarantor's Maximum Guaranty Liability). Each Guarantor
covenants and agrees that its right to receive any contribution hereunder from a
Contributing Guarantor shall be subordinate and junior in right of payment to
all the Guaranteed Obligations.

         5.4. Guaranty Unconditional. The obligations of each Guarantor under
this Article 5 shall be continuing, unconditional and absolute and, without
limiting the generality of the foregoing, shall not be released, discharged or
otherwise affected by:

     (a)  any extension, renewal, settlement, compromise, waiver or release in
          respect of any Obligation of the Borrower under this Agreement or any
          other Loan Document, by operation of law or otherwise;

     (b)  any modification or amendment or supplement to this Agreement or any
          other Loan Document;



                                      -61-
<PAGE>


     (c)  any modification, amendment, waiver, release, non-perfection or
          invalidity of any direct or indirect security, or of any guaranty or
          other liability of any third party, for any Obligation of the Borrower
          under this Agreement or any other Loan Document;

     (d)  any change in the existence, structure or ownership of the Borrower or
          any Guarantor, or any insolvency, bankruptcy, reorganization or other
          similar case or proceeding affecting the Borrower or any Guarantor or
          any of their respective assets, or any resulting release or discharge
          of any Obligation of the Borrower under this Agreement or any other
          Loan Document;

     (e)  the existence of any claim, set-off or other right that any Guarantor
          at any time may have against the Borrower, the Administrative Agent,
          the Issuing Bank, any Lender or any other Person, regardless of
          whether arising in connection with this Agreement or any other Loan
          Document;

     (f)  any invalidity or unenforceability relating to or against the Borrower
          for any reason of the whole or any provision of this Agreement or any
          other Loan Document or any provision of Applicable Bankruptcy Law
          purporting to prohibit the payment or performance by the Borrower of
          any Obligation, or the payment by the Borrower of any other amount
          payable by it under this Agreement or any other Loan Document; or

     (g)  any other act or omission to act or delay of any kind by the Borrower,
          the Administrative Agent, the Issuing Bank, any Lender or any other
          Person or any other circumstance whatsoever that might but for the
          provisions of this Section 5.4 constitute a legal or equitable
          discharge of the obligations of any Guarantor under this Article 5.

         5.5. Discharge Only Upon Payment in Full; Reinstatement in Certain
Circumstances. Each Guarantor's obligations under this Article 5 shall remain in
full force and effect so long as any Obligations are unpaid, outstanding or
unperformed or any of the Commitments are in effect. If at any time any payment
of the Obligations or any other amount payable by the Borrower under this
Agreement or the other Loan Documents is rescinded or otherwise must be restored
or returned upon the insolvency, bankruptcy or reorganization of the Borrower or
otherwise, each Guarantor's obligations under this Article 5 with respect to
such payment shall be reinstated at such time as though such payment had become
due but not been made at such time.

         5.6. Waiver. Each Guarantor irrevocably waives acceptance hereof,
presentment, demand, protest, notice of any breach or default by the Borrower
and any other notice not specifically provided for herein, as well as any
requirement that at any time any action be taken by any Person against the
Borrower or any other Person or any Collateral granted as security for the
Obligations or the Guaranteed Obligations. Each Guarantor hereby specifically
waives any right to require that an action be brought against the Borrower or
any other Principal Obligor with respect to the Obligations under the provisions
of Title 47, Chapter 12, Tennessee Code Annotated, as the same may be amended
from time to time.



                                      -62-
<PAGE>


         5.7. Waiver of Reimbursement, Subrogation, Etc. So long as any
Obligations are unpaid, outstanding or unperformed or any of the Commitments are
in effect, each Guarantor to the fullest extent possible hereby waives and
agrees not to assert against the Borrower and its assets any and all rights,
whether at law, in equity, by agreement or otherwise, to subrogation, indemnity,
reimbursement, contribution, exoneration or any other similar claim, right,
cause of action or remedy that otherwise would arise out of such Guarantor's
performance of its obligations to the Administrative Agent, any Lender or the
Issuing Bank under this Article 5. The preceding waiver is intended by the
Guarantors, the Administrative Agent, the Issuing Bank and the Lenders to be for
the benefit of the Borrower or any of its successors and permitted assigns as an
absolute defense to any action by any Guarantor against the Borrower or its
assets that arises out of such Guarantor's having made any payment to the
Administrative Agent, the Issuing Bank or any Lender with respect to any of the
Guaranteed Obligations.

         5.8. Stay of Acceleration. If acceleration of the time for payment of
any amount payable by the Borrower under this Agreement is stayed upon the
insolvency, bankruptcy or reorganization of the Borrower, all such amounts
otherwise subject to acceleration under the terms of this Agreement shall
nonetheless be payable by the Guarantors hereunder forthwith on demand by the
Administrative Agent as directed by Requisite Lenders.

         5.9. Subordination of Indebtedness. Any indebtedness of the Borrower
for borrowed money now or hereafter owed to any Guarantor is hereby subordinated
in right of payment to the payment by the Borrower of the Obligations, and if a
default in the payment of the Obligations shall have occurred and be continuing,
any such indebtedness of the Borrower owed to any Guarantor, if collected or
received by such Guarantor, shall be held in trust by such Guarantor for the
holders of the Obligations and be paid over to the Administrative Agent for
application in accordance with this Agreement and the other Loan Documents.


                                   ARTICLE 6

                              CONDITIONS PRECEDENT

         6.1. Conditions Precedent to Initial Loans and Letters of Credit. The
effectiveness of this Agreement, the obligations of the Issuing Bank to issue
Letters of Credit, the obligations of the Lenders to purchase participations in
Letters of Credit and the obligations of the Lenders to make the Loans are all
subject to the satisfaction by the Borrower and its Subsidiaries of the
following conditions precedent, except to the extent that any of such conditions
are to be satisfied after the date hereof pursuant to Section 8.20 or have been
waived by the Lenders:

         6.1.1. Deliveries to the Administrative Agent. The Administrative Agent
shall have received, for the ratable benefit of the Lenders, the Issuing Bank
and the Administrative Agent (and in such number of original counterparts or
copies as the Administrative Agent reasonably may specify), each of the
following, in form and substance satisfactory to the Administrative Agent, the
Lenders, the Issuing Bank and their respective counsel:



                                      -63-
<PAGE>


     (a)  Agreement. Counterpart originals of this Agreement, each duly and
          validly executed and delivered by or on behalf of the Borrower and all
          of the other Credit Parties;

     (b)  Notes. The Notes, each duly and validly executed and delivered on
          behalf of the Borrower;

     (c)  Security Agreement. The Security Agreement and the other instruments,
          documents and agreements to be executed and delivered pursuant to the
          Security Agreement, duly and validly executed and delivered by or on
          behalf of all the appropriate parties thereto;

     (d)  Other Security Documents. Any other Security Documents, each duly and
          validly executed and delivered by or on behalf of all the appropriate
          parties thereto;

     (e)  Recordings and Filings. (1) Acknowledgment copies of Financing
          Statements duly filed under the UCC of all jurisdictions necessary or,
          in the opinion of the Administrative Agent, desirable to perfect the
          security interests created by the Security Documents, and (2) evidence
          of the public recording or filing of such of the Security Documents as
          the Administrative Agent deems it necessary or desirable to record or
          file publicly, in such offices as the Administrative Agent shall
          require, together with evidence satisfactory to the Administrative
          Agent of the priority of the Liens of such Security Documents;

     (f)  Pledged Stock. All certificates evidencing Pledged Stock, together
          with an appropriate stock power for each certificate, duly executed in
          blank by the Borrower or the appropriate Guarantor, as the case may
          be;

     (g)  Pledged Notes. The Pledged Notes, together with appropriate
          instruments of assignment attached thereto, duly endorsed in blank by
          the Borrower or the appropriate Guarantor, as the case may be;

     (h)  Lien Search Reports. Lien search reports, through a date and issued by
          a search firm satisfactory to the Administrative Agent, showing no
          Liens affecting the Collateral other than Liens in favor of the
          Administrative Agent for the ratable benefit of the Lenders, the
          Issuing Bank and the Administrative Agent in connection herewith, and
          other Permitted Liens;

     (i)  Organizational Documents. Copies of the charters, articles or
          certificates of incorporation, articles of organization or other
          organizational documents of each Credit Party, certified by the
          Secretary of State or other appropriate public official in each
          jurisdiction of organization, all in form and substance satisfactory
          to the Lenders;

     (j)  Bylaws, Operating Agreements, Etc. Copies of the bylaws or operating
          agreements, and all amendments thereto, of each Credit Party, together




                                      -64-
<PAGE>

          with a certificate of the Secretary or Assistant Secretary of each
          such Credit Party, dated the date hereof, stating that such copy is
          complete and correct;

     (k)  Good Standing and Authority. Certificates of the appropriate
          governmental officials of each jurisdiction as the Administrative
          Agent reasonably may request, dated within thirty (30) days prior to
          the date hereof, stating that each Credit Party exists, is in good
          standing with respect to the payment of franchise and similar taxes
          and is duly qualified to transact business therein;

     (l)  Incumbency. Certificates of the respective Secretaries or Assistant
          Secretaries of the Borrower and each of the other Credit Parties,
          dated the date hereof, as to the incumbency and signature of all
          officers of the Borrower or such other Credit Party authorized to
          execute or attest to this Agreement, the Notes and the other Loan
          Documents to which the Borrower or such other Credit Party is a party,
          together with evidence of the incumbency of each such Secretary or
          Assistant Secretary;

     (m)  Resolutions. With respect to the Borrower and each of the other Credit
          Parties (i) copies of the resolutions authorizing, approving and
          ratifying this Agreement, the Notes, the Security Documents and the
          other Loan Documents and the transactions contemplated herein and
          therein, duly adopted by the respective boards of directors or other
          managers of the Borrower and each of the other Credit Parties,
          together with (ii) certificates of the respective Secretaries or
          Assistant Secretaries of the Borrower and each of the other Credit
          Parties, dated the date hereof, stating that each such copy is a true
          and correct copy of resolutions duly adopted at a meeting, or by
          action taken on written consent, of the board of directors or other
          managers of the Borrower or such other Credit Party and that such
          resolutions have not been modified, amended, rescinded or revoked in
          any respect and are in full force and effect as of the date hereof;

     (n)  Legal Opinions of the Borrower's Counsel. The favorable legal opinion
          of Ballard Spahr Andrews & Ingersoll, LLP, counsel to the Credit
          Parties, dated the date hereof, and addressed to the Administrative
          Agent, the Lenders and the Issuing Bank, substantially in the form of
          Exhibit 6.1.1A;

     (o)  Officer's Certificate. A certificate of a Responsible Officer of the
          Borrower, dated the date hereof, stating that (i) each of the
          representations and warranties contained in Article 7 is true and
          correct in all material respects at and as of the date hereof with the
          same force and effect as if made on such date, (ii) all obligations,
          covenants, agreements and conditions contained in this Agreement and
          the other Loan Documents to be performed or satisfied by the Borrower
          or any of its Subsidiaries on or prior to the date hereof have been
          performed or satisfied in all respects, (iii) since December 31, 2003,
          there has been no Material Adverse Change, and (iv) no Default has
          occurred and is continuing, and in addition setting forth in such
          detail as shall be required by the


                                      -65-
<PAGE>


          Administrative Agent (x) calculations of the financial ratios and
          covenants contained in this Agreement showing that as of the date
          hereof and after giving effect to the transactions that are the
          subject hereof the Borrower and its Subsidiaries are in compliance
          with Article 10, and (y) a calculation of the Credit Facility Base as
          of the end of the month ending immediately prior to the date of this
          Agreement, and (z) an aging of the accounts receivable of the Borrower
          and its Subsidiaries as of the end of the month ending immediately
          prior to the date of this Agreement;

     (p)  Solvency Certificate. A solvency certificate of a Responsible Officer
          of the Borrower, in substantially the form of Exhibit 6.1.1B (the
          "Solvency Certificate");

     (q)  Evidence of Indebtedness. If requested by the Administrative Agent,
          (i) a copy of each indenture, loan agreement, guaranty, promissory
          note or other evidence of Indebtedness other than Contingent
          Obligations, Indebtedness incurred under the Loan Documents, trade
          debt incurred in the ordinary course of business and obligations under
          Operating Leases (together with all modifications, amendments,
          restatements or supplements thereto) to which the Borrower or any
          Guarantor is a party constituting a liability (contingent or
          otherwise) equal to or in excess of $250,000, the terms and conditions
          of which shall be satisfactory to the Administrative Agent, and (ii) a
          report certified by the respective chief executive officer of the
          Borrower describing any default or failure of performance or any event
          that with the giving of notice of, or the lapse of time, or both,
          would become a default by the Borrower or any of its Subsidiaries
          under any of such documents, instruments or agreements;

     (r)  Year-End Financial Statements - Borrower. The consolidated balance
          sheets of the Borrower and its Subsidiaries as of December 31 of each
          of 2002 and 2003, and the related consolidated statements of income,
          shareholders' equity and cash flows for each of the respective Fiscal
          Years ended on each such date, audited and reported upon, without
          qualification, by Goldstein Golub Kessler LLP, together with unaudited
          consolidating balance sheets of the Borrower and its Subsidiaries as
          of the end of each such Fiscal Year and the related unaudited
          consolidating statements of income for each such Fiscal Year, prepared
          by such accountants and certified by a Responsible Officer of the
          Borrower; provided, however, that if on the date the initial Borrowing
          is to be funded hereunder, such financial statements for 2003 have not
          been issued but are available in "final draft" form, this condition
          shall be satisfied by (i) delivery of such "final draft" financial
          statements, and (ii) delivery of the issued financial statements and
          issued audit report as specified above, with no material variations
          from such "final draft" financial statements, within ten (10) days
          after the funding of the initial Borrowing hereunder;

     (s)  Year-End Financial Statements - CHD Meridian. The consolidated balance
          sheets of CHD Meridian and its Subsidiaries as of December 31 of each
          of 2002 and 2003, and the related consolidated statements of income,


                                      -66-
<PAGE>


         shareholders' equity and cash flows for each of the respective Fiscal
         Years ended on each such date, audited and reported upon, without
         qualification, by Ernst & Young LLP, together with unaudited
         consolidating balance sheets of CHD Meridian and its Subsidiaries as of
         the end of each such Fiscal Year and the related unaudited
         consolidating statements of income for each such Fiscal Year, prepared
         by such accountants and certified by a Responsible Officer of the CHD
         Meridian;

     (t)  Monthly Financial Statements - Borrower. The unaudited consolidated
          and consolidating balance sheet of the Borrower and its Subsidiaries
          as of the end of each month during 2003, and the related unaudited
          consolidated and consolidating statements of income and cash flows of
          the Borrower and its Subsidiaries for each such month, certified by a
          Responsible Officer of the Borrower;

     (u)  Monthly Financial Statements - CHD Meridian. The unaudited
          consolidated and consolidating balance sheet of CHD Meridian and its
          Subsidiaries as of the end of each month during 2003, and the related
          unaudited consolidated and consolidating statements of income and cash
          flows of CHD Meridian and its Subsidiaries for each such month,
          certified by a Responsible Officer of the Borrower;

     (v)  Projections. The Projections;

     (w)  Capital Expenditures Budget. A Capital Expenditures budget for the
          Borrower and its Subsidiaries for Fiscal Year 2004;

     (x)  Accounts Receivable Field Examination Report. A report of a field
          examination of the accounts receivable and accounts receivable systems
          of the Borrower and its Subsidiaries conducted by an independent third
          party satisfactory to the Administrative Agent;

     (y)  RRG Subsidiary. A report regarding the adequacy of the self-insurance
          program operated through the RRG Subsidiary, prepared by an
          independent third party satisfactory to the Administrative Agent;

     (z)  Offering of Series A Preferred Stock. Evidence that the Borrower shall
          have received not less than $20,000,000 in gross proceeds from the
          issuance and sale of shares of Series A Preferred Stock subsequent to
          March 1, 2004;

     (aa) Evidence of Available Cash. Evidence that the Borrower shall have cash
          or Cash Equivalents, in an aggregate amount not less than $4,000,000,
          provided from sources other than the Loans and the issuance and sale
          of Series A Preferred Stock, that is available to be used to pay (or
          has been used to pay) a portion of the purchase price for, and costs
          and expenses associated with, the Merger;



                                      -67-
<PAGE>


     (bb) Sources and Uses of Funds - Merger. A statement, certified by a
          Responsible Officer of the Borrower, detailing the sources and uses of
          funds required in connection with the Merger and related transactions;

     (cc) Consents. Evidence that the Borrower and each of the other Credit
          Parties have obtained all requisite consents and approvals required to
          be obtained from any Person to permit the transactions contemplated by
          this Agreement, the Notes and the other Loan Documents to be
          consummated in accordance with their respective terms and conditions;
          and

     (dd) Other Matters. All other documents, instruments, agreements, opinions,
          certificates, insurance policies, consents and evidences of other
          legal matters, in form and substance satisfactory to the
          Administrative Agent and its counsel, as the Administrative Agent
          reasonably may request.

         6.1.2. Compliance with Laws. The Borrower and its Subsidiaries shall
not be in violation of, and shall not have received notice of any violation of,
any applicable Requirement of Law, including any building, zoning, occupational
safety and health, fair employment, equal opportunity, pension, environmental
control, health care, certificate of need, health care facility licensing or
similar federal, state or local law, ordinance or regulation, relating to the
ownership or operation of its business or assets, if such violation or
non-compliance reasonably could be expected to have a Material Adverse Effect,
and if requested by the Administrative Agent the Borrower or its Subsidiaries
shall have furnished to the Administrative Agent and the Lenders copies of all
required material approvals (including required operating licenses and permits)
of any Governmental Authority.

         6.1.3. No Material Adverse Change. Since December 31, 2003 no Material
Adverse Change (as determined by the Administrative Agent, the Lenders and the
Issuing Bank, in their sole discretion) shall have occurred.

         6.1.4. No Material Misrepresentation. No material misrepresentation or
omission shall have been made by or on behalf of the Borrower or any of the
other Credit Parties to the Administrative Agent, the Lenders or the Issuing
Bank with respect to the Borrower's or such Credit Party's business operations
or financial or other condition.

         6.1.5. Legal Proceedings. No action, suit, proceeding or investigation
shall be pending before or threatened by any court or Governmental Authority
with respect to the transactions contemplated hereby or that may have a Material
Adverse Effect (as determined by the Administrative Agent, the Lenders and the
Issuing Bank, in their sole discretion).

         6.1.6. Subordinated Indebtedness. If requested by the Administrative
Agent, any creditor holding Subordinated Indebtedness shall have entered into an
intercreditor and subordination agreement with the Administrative Agent in form
and substance satisfactory to the Lenders.



                                      -68-
<PAGE>


         6.1.7. Merger. The Merger shall have been (or simultaneously with the
funding of the initial Borrowing hereunder shall be) consummated subject to and
upon the terms and conditions of the Merger Agreement, and the Administrative
Agent and the Lenders shall have received such documents, instruments,
agreements, opinions, certificates, consents and evidences of other legal
matters, in form and substance satisfactory to the Administrative Agent and its
counsel, as the Administrative Agent reasonably may require.

         6.1.8. CHD Meridian Credit Agreement. The CHD Meridian Agreement shall
have been (or simultaneously with the funding of the initial Borrowing hereunder
shall be) terminated and all Contractual Obligations of CHD Meridian and its
Subsidiaries thereunder or in connection therewith (other than with respect to
the Existing Letters of Credit) shall have been (or simultaneously with the
funding of the initial Borrowing hereunder shall be) paid or satisfied.

         6.2. Conditions Precedent to All Loans and Letters of Credit. The
obligations of each of the Lenders to make any Loans (including Loans used to
refinance or repay other Loans or Letter of Credit Liabilities) on any date
(including the date hereof), and the obligations of the Issuing Bank to issue or
extend a Letter of Credit on any date (including the date hereof), are subject
to the satisfaction of the conditions set forth below in this Section 6.2. Each
request for Loans or for a Letter of Credit hereunder shall constitute a
representation and warranty by the Borrower to the Administrative Agent, the
Lenders and the Issuing Bank, as of the date of the making of such Loans or the
issuance of such Letter(s) of Credit, that the conditions in this Section 6.2
have been satisfied.

         6.2.1. Representations and Warranties. The representations and
warranties of the Borrower and the other Credit Parties set forth in this
Agreement, the Notes and the other Loan Documents and in any certificate,
opinion or other statement provided at any time by or on behalf of the Borrower
or any other Credit Party in connection herewith shall be true and correct in
all material respects on and as of the date of the making of such Loans or the
issuance of such Letter(s) of Credit as if made on and as of such date, except
to the extent that a representation or warranty is made as of a specific date,
in which event such representation or warranty shall remain true and correct in
all material respects as of such earlier date, and except to the extent that a
representation or warranty is no longer correct by virtue of changes in facts
and circumstances permitted by the terms of this Agreement.

         6.2.2. No Default or Material Adverse Change. On the date of the
requested Borrowing or Letter of Credit issuance and after giving effect to such
Borrowing or Letter of Credit issuance:

     (a)  No Default shall have occurred and be continuing; and

     (b)  No Material Adverse Change shall have occurred.



                                      -69-
<PAGE>


         6.2.3. No Violations. No law or regulation shall prohibit the making of
the requested Loan or the issuance of the requested Letter of Credit and no
order, judgment or decree of any court or Governmental Authority shall, and no
litigation shall be pending that in the judgment of the Administrative Agent or
Requisite Lenders would, enjoin, prohibit or restrain any Lender from making a
requested Loan or the Issuing Bank from issuing a requested Letter of Credit.

         6.2.4. Other Matters. All documents incidental to the making of any
Loan, the issuance of any Letter of Credit and the other transactions
contemplated by this Agreement shall be reasonably satisfactory to the
Administrative Agent, and the Administrative Agent shall have received all such
information and such counterpart originals or certified or other copies of such
documents as the Administrative Agent reasonably may request.


                                   ARTICLE 7

                         REPRESENTATIONS AND WARRANTIES

         In order to induce the Administrative Agent, the Lenders and the
Issuing Bank to enter into this Agreement, to make the Loans, to issue the
Letters of Credit and to provide the other financial accommodations provided for
herein, the Borrower and the Guarantors hereby make the following
representations and warranties to the Administrative Agent, the Lenders and the
Issuing Bank:

         7.1. Existence and Power. The Borrower and its Subsidiaries are
entities of the types set forth on Schedule 7.1, and each is duly organized,
validly existing and in good standing under the laws of the jurisdiction
indicated next to its name on Schedule 7.1. The Borrower and its Subsidiaries
have the power, authority and legal right to own and operate their respective
properties and assets, to lease the properties and assets they operate under
lease and to carry on their respective businesses as they are now being
conducted and intended to be conducted, and are duly qualified to transact
business in, and in good standing under the laws of, each jurisdiction in which
their ownership, lease or operation of property or the conduct of their
respective businesses requires such qualification, except to the extent that
failure to qualify to transact business will not have a Material Adverse Effect.

         7.2. Authorization and Enforceability of Obligations. The Borrower and
the other Credit Parties (a) have the power, authority and legal right to enter
into this Agreement and the other Loan Documents to which each is a party and to
enter into and perform their respective obligations hereunder and thereunder,
and (b) have taken all necessary action on the part of each to authorize the
execution and delivery of such documents, instruments and agreements and the
performance of their respective obligations hereunder and thereunder. This
Agreement, the Notes and the other Loan Documents have been duly executed and
delivered on behalf of the Borrower and such of the other Credit Parties as are
parties to such Loan Documents, and constitute legal, valid and binding
obligations of and are enforceable against the Borrower and such other Credit
Parties in accordance with their respective terms.



                                      -70-
<PAGE>


         7.3. No Consents. Except as set forth on Schedule 7.3, all necessary
consents, approvals and authorizations of, filings with and acts by or with
respect to all Governmental Authorities and other Persons required to be
obtained, made or taken in connection with the execution, delivery, performance,
validity or enforceability of this Agreement, the Notes and the other Loan
Documents, or otherwise in connection with the transactions contemplated hereby,
have been obtained, made or taken and remain in effect.

         7.4. No Conflict. The execution and delivery of this Agreement, the
Notes and the other Loan Documents, the transactions contemplated hereby, the
use of the proceeds of the Loans and the Letters of Credit and the performance
by the Borrower and the other Credit Parties of their respective obligations
hereunder under the Loan Documents to which they are parties (a) do not conflict
with or violate any Requirement of Law or any Contractual Obligation of the
Borrower or any Subsidiary of the Borrower, except to the extent that any such
violation or conflict will not have a Material Adverse Effect, and (b) do not
conflict with, constitute a default or require any consent under, or result in
the creation of any Lien upon any property or assets of the Borrower or any
Subsidiary of the Borrower pursuant to any Contractual Obligation of the
Borrower or such Subsidiary (other than Liens in favor of the Administrative
Agent, the Lenders and the Issuing Bank), except to the extent that any such
conflict or default or the failure to obtain any necessary consent will not have
a Material Adverse Effect.

         7.5. Financial Statements; Projections; Solvency.

     (a)  The consolidated balance sheets of the Borrower and its Subsidiaries
          as of December 31 of each of 2002 and 2003 and the related
          consolidated statements of income, shareholders' equity and cash flows
          for each of the Fiscal Years then ended, including the opinions of
          Goldstein Golub Kessler LLP with respect thereto, together with the
          unaudited consolidating balance sheets of the Borrower and its
          Subsidiaries as of the end of such Fiscal Year and the unaudited
          consolidating statements of income of the Borrower and its
          Subsidiaries for such Fiscal Year, copies of all of which have been
          furnished to the Administrative Agent, are complete and correct and
          fairly present the assets, liabilities and consolidated financial
          position of the Borrower and its Subsidiaries as at each such date and
          the consolidated results of their operations and their cash flows for
          each of the Fiscal Years then ended.

     (b)  The consolidated balance sheets of CHD Meridian and its Subsidiaries
          as of December 31 of each of 2002 and 2003 and the related
          consolidated statements of income, shareholders' equity and cash flows
          for each of the Fiscal Years then ended, including the opinions of
          Ernst & Young LLP with respect thereto, together with the unaudited
          consolidating balance sheets of CHD Meridian and its Subsidiaries as
          of the end of such Fiscal Year and the unaudited consolidating
          statements of income of CHD Meridian and its Subsidiaries for such
          Fiscal Year, copies of all of which have been furnished to the
          Administrative Agent, are complete and correct and fairly present the
          assets, liabilities and consolidated financial position of CHD
          Meridian and its Subsidiaries as at each such date and the
          consolidated results of their operations and their cash flows for each
          of the Fiscal Years then ended.


                                      -71-
<PAGE>


     (c)  [Reserved.]

     (d)  The financial statements described in the preceding paragraphs (a) and
          (b), including the related schedules and notes thereto, have been
          prepared in conformity with GAAP applied consistently throughout the
          periods involved. As of the date(s) of such financial statements,
          neither the Borrower nor any of its Subsidiaries had any material
          Indebtedness, obligation or other unusual forward or long-term
          commitment that was not fairly reflected in such financial statements
          or in the notes thereto.

     (e)  In the opinion of the management of the Borrower, the assumptions used
          in the preparation of the Projections were reasonable when made and,
          as of the date hereof, the management of the Borrower continues to
          believe that such assumptions are reasonable and appropriate. In the
          opinion of the management of the Borrower, the Projections when
          prepared represented a reasonable estimate of the future performance
          and financial condition of the Borrower and its Subsidiaries for the
          periods included therein, subject to the uncertainties and
          approximations inherent in the making of any financial projections and
          without assurance that the projected performance and financial
          condition actually will be achieved.

     (f)  After giving effect to the consummation of the transactions
          contemplated by this Agreement, the making of Loans hereunder, the
          issuance of Letters of Credit hereunder and the incurrence by the
          Borrower and the other Credit Parties of the Obligations incurred by
          each pursuant to the Loan Documents, each of the Credit Parties is
          Solvent.

         7.6. Absence of Litigation. Except as otherwise set forth in Schedule
7.6, there are no actions, suits, proceedings or other litigation (including
proceedings by or before any arbitrator or Governmental Authority) pending or
threatened against or affecting the Borrower or any of its Subsidiaries, nor to
the knowledge of the Borrower is there any basis therefor, (a) that challenge
the validity or propriety of the transactions contemplated hereby, or (b) that
reasonably can be expected to be adversely determined and, if adversely
determined, to have a Material Adverse Effect, either individually or in the
aggregate.

         7.7. No Default. Neither the Borrower nor any of its Subsidiaries is in
default (nor has any event occurred that with notice or lapse of time or both
would constitute a default) under any of their respective Contractual
Obligations, if such default or event reasonably could be expected to have a
Material Adverse Effect. No Default has occurred and is continuing.

         7.8. Security Documents. The Security Documents create in favor of the
Administrative Agent, for the ratable benefit of the Lenders, the Issuing Bank
and the Administrative Agent, valid, perfected security interests in the
Collateral subject to no Liens other than Permitted Liens. The security
interests granted in favor of the Administrative Agent as contemplated by this
Agreement and the Security Documents do not constitute a fraudulent conveyance
under the federal Bankruptcy Code or any applicable state law.



                                      -72-
<PAGE>


         7.9. Capital Stock. As of the date of this Agreement, the
capitalization of the Borrower and each Subsidiary of the Borrower consists of
such number of shares of Capital Stock, authorized, issued and outstanding, of
such classes and series, with or without such par value, as are set forth in
Schedule 7.1. All such outstanding shares have been duly authorized and validly
issued and are fully paid and nonassessable. As of the date of this Agreement,
there are no outstanding stock purchase warrants, subscriptions, options,
securities, instruments or other rights of any type or nature whatsoever that
are convertible into, exchangeable for or otherwise provide for the issuance of
Capital Stock of the Borrower or any of its Subsidiaries, except as described in
Schedule 7.1.

         7.10. Taxes. The Borrower and its Subsidiaries have filed all tax
returns that were required to be filed in any jurisdiction and have paid all
taxes shown thereon to be due or otherwise due in respect of the Borrower, any
of its Subsidiaries or any of their respective properties, income or franchises,
including interest, assessments, fees and penalties, or have provided adequate
reserves for the payment thereof, except to the extent that the cumulative
effect of noncompliance with the foregoing will not have a Material Adverse
Effect. Neither the Borrower nor any of its Subsidiaries has received any
written notice from any Governmental Authority claiming or asserting any
delinquency or deficiency regarding, or indicating an intent to inquire into or
investigate, any return referred to in this Section 7.10 that reasonably could
be expected to be determined adversely and, if so determined, to have a Material
Adverse Effect.

         7.11. No Burdensome Restrictions. No Contractual Obligation or
Requirement of Law relating to or otherwise affecting the Borrower, any of its
Subsidiaries or any of their respective properties, businesses or operations has
had or, insofar as the Borrower reasonably may foresee is likely to have, a
Material Adverse Effect.

         7.12. Judgments. As of the date hereof, there are no outstanding or
unpaid judgments against the Borrower or any of its Subsidiaries.

         7.13. Subsidiaries. All of the Subsidiaries of the Borrower as of the
date hereof are set forth in Schedule 7.1. Schedule 7.1 also shows as of the
date hereof as to each such Subsidiary the jurisdiction of its incorporation or
formation, the number of shares of each class of Capital Stock outstanding, the
direct owner of the outstanding shares of each such class and the number of
shares owned, and the jurisdictions in which it is qualified to do business as a
foreign corporation.

         7.14. ERISA. No "prohibited transaction" or "accumulated funding
deficiency" (each as defined in ERISA) or Reportable Event has occurred with
respect to any Single Employer Plan, or to the knowledge of the Borrower with
respect to any Multi-Employer Plan. As of the most recent actuarial valuation of
any such Plan, the actuarial present value of all benefits under each Plan
(based on those assumptions used to fund the Plan) does not exceed the fair
market value of the assets of the Plan allocable to such benefits. The Borrower,
its Subsidiaries and each Commonly Controlled Entity are in compliance in all
material respects with ERISA and the rules and regulations promulgated
thereunder.



                                      -73-
<PAGE>


         7.15. Margin Securities. Neither the Borrower nor any of its
Subsidiaries is engaged principally in, nor has as one of its significant
activities, the business of extending credit for the purpose of purchasing or
carrying "margin stock" as that term is defined in Regulation U promulgated by
the Federal Reserve Board, as now in effect. No part of the Indebtedness
evidenced by the Notes, or otherwise created in connection with this Agreement
or the other Loan Documents, has been or will be used, directly or indirectly,
for the purpose of purchasing any such margin stock. If requested by the
Administrative Agent or any of the Lenders, the Borrower shall furnish or cause
to be furnished to the Administrative Agent and each such Lender a statement, in
conformity with the requirements of Federal Reserve Form U-1 referred to in
Regulation U, to the foregoing effect.

         7.16. Investment Company Act. Neither the Borrower nor any of its
Subsidiaries is an "investment company," or company "controlled" by an
investment company within the meaning of the Investment Company Act of 1940, as
now in effect.

         7.17. Indebtedness and Contingent Obligations. Set forth on Schedule
7.17A hereto is a complete and correct list of all Indebtedness (other than
Contingent Obligations, Indebtedness incurred under the Loan Documents, trade
debt incurred in the ordinary course of business and obligations under Operating
Leases) of the Borrower and its Subsidiaries and the aggregate principal amount
thereof outstanding on the date hereof. Set forth on Schedule 7.17B is a
complete and correct list of all Contingent Obligations (other than any
Contingent Obligations created under the Loan Documents) of the Borrower and its
Subsidiaries and the aggregate amount thereof outstanding on the date hereof.

         7.18. Business Locations and Trade Names. Set forth on Schedule 7.18A
is a complete and correct list of the locations where each of the Borrower and
the Guarantors maintains its chief executive office, principal place of
business, an office, a place of business or any material financial records as of
the date of this Agreement. Set forth on Schedule 7.18B is a complete and
correct list of each name under or by which each of the Borrower and the
Guarantors presently conducts its business or has conducted its business during
the five year period preceding the date of this Agreement.

         7.19. Title to Assets. The Borrower and its Subsidiaries have good and
marketable title to (or, with respect to leased property, good and marketable
leasehold interests in) all of their respective assets, subject only to
immaterial defects in title and Permitted Liens.

         7.20. Labor Matters. There are no disputes or controversies pending
between the Borrower or any of its Subsidiaries and their respective employees,
the outcome of which reasonably could be expected to have a Material Adverse
Effect.

         7.21. Business. There is no pending or threatened claim, action, suit,
proceeding or other litigation against or affecting the Borrower or any of its
Subsidiaries contesting the right of the Borrower or any of its Subsidiaries to
conduct their businesses as presently conducted or as proposed to be conducted,
and there are no other facts or circumstances that have had or reasonably could
be expected to have a Material Adverse Effect.



                                      -74-
<PAGE>


         7.22. Compliance with Laws. The Borrower and its Subsidiaries (a) have
not been, are not and will not be in violation of any applicable Requirement of
Law, including the Health Insurance Portability and Accountability Act of 1996,
42 U.S.C. ss.1320d, and any building, zoning, occupational safety and health,
fair employment, equal opportunity, pension, environmental control, health care,
certificate of need, health care facility licensing or similar federal, state or
local law, ordinance or regulation, relating to the ownership or operation of
their respective businesses or assets, (b) have not failed to obtain any
license, permit, certificate or other governmental authorization necessary for
the conduct of their businesses or the ownership and operation of their assets,
(c) have not received any notice from any Governmental Authority, and to their
knowledge no such notice is pending or threatened, alleging that the Borrower or
any of its Subsidiaries has violated, or has not complied with, any Requirement
of Law, condition or standard applicable with respect to any of the foregoing,
and (d) are not a party to any agreement or instrument, or subject to any
judgment, order, writ, rule, regulation, code or ordinance, except to the extent
that any violation, noncompliance, failure, agreement, judgment, etc. as
described in this Section 7.22 will not have a Material Adverse Effect.

         7.23. Governmental Authorizations; Permits, Licenses and Accreditation;
Other Rights. The Borrower and its Subsidiaries have all licenses, permits,
approvals, registrations, contracts, consents, franchises, qualifications,
certificates of need, accreditations and other authorizations necessary for the
lawful conduct of their respective businesses or operations wherever now
conducted and as planned to be conducted, pursuant to all applicable statutes,
laws, ordinances, rules and regulations of all Governmental Authorities having,
asserting or claiming jurisdiction over the Borrower or any of its Subsidiaries
or over any part of their respective operations, except to the extent that the
cumulative effect of noncompliance with the foregoing will not have a Material
Adverse Effect. Copies of all material licenses, permits, approvals,
registrations, contracts, consents, franchises, qualifications, certificates of
need, accreditations and other authorizations shall be provided to the
Administrative Agent upon request. Neither the Borrower nor any of its
Subsidiaries is in default under any of such licenses, permits, approvals,
registrations, contracts, consents, franchises, qualifications, certificates of
need, accreditations and other authorizations, and no event has occurred, and no
condition exists, that with the giving of notice, the passage of time or both
would constitute a default thereunder or would result in the suspension,
revocation, impairment, forfeiture or non-renewal of any thereof, except to the
extent that the cumulative effect of all such defaults, events, conditions,
suspensions, revocations, impairments, forfeitures and non-renewals will not
have a Material Adverse Effect. The continuation, validity and effectiveness of
all such licenses, permits, approvals, registrations, contracts, consents,
franchises, qualifications, certificates of need, accreditations and other
authorizations will not be adversely affected by the transactions contemplated
by this Agreement. The Borrower and its Subsidiaries know of no reason why they
will not be able to maintain after the date hereof all licenses, permits,
approvals, registrations, contracts, consents, franchises, qualifications,
certificates of need, accreditations and other authorizations necessary or
appropriate to conduct the businesses of the Borrower and its Subsidiaries as
now conducted and presently planned to be conducted.



                                      -75-
<PAGE>


         7.24. Medicare and Medicaid Participation, Licensing and Accreditation.

     (a)  Each healthcare facility owned or operated as a continuing operation
          by the Borrower or any of its Subsidiaries (a "Borrower Healthcare
          Facility") is certified for enrollment or participation in the
          Medicare and Medicaid programs, has a current and valid provider
          contract with such programs, is in compliance with the conditions of
          participation in such programs and has received all approvals or
          qualifications necessary for reimbursement to the Borrower or its
          Subsidiaries, except to the extent that a failure to do so would not
          have a Material Adverse Effect. As of the date of this Agreement, (1)
          neither the Borrower nor any of its Subsidiaries has received notice
          of any pending or threatened investigation from any Governmental
          Authority having jurisdiction with respect to such programs that
          reasonably could be expected to have a Material Adverse Effect, and
          (2) the Borrower has no reason to believe that any such investigation
          is pending, threatened or imminent.

     (b)  Each Borrower Healthcare Facility is licensed by the proper state
          department of health to conduct its business in substantially the
          manner now conducted and, if applicable, is authorized to operate the
          number of beds used therein. Each Borrower Healthcare Facility is
          presently in compliance with all of the terms and conditions of all
          licenses, permits, approvals, registrations, contracts, consents,
          franchises, qualifications, certificates of need, accreditations and
          other authorizations applicable thereto, including requirements as to
          facilities, equipment, staffing and operations, except to the extent
          that the cumulative effect of all such noncompliances would not have a
          Material Adverse Effect.

         7.25. No Material Adverse Change. Since December 31, 2003 no Material
Adverse Change has occurred.

         7.26. Employment and Investment Agreements. Set forth on Schedule 7.26
is a complete and accurate list, as of the date hereof, of (a) all employment
agreements and executive compensation arrangements to which the Borrower or any
of its Subsidiaries is a party and which provide for aggregate compensation
(including bonuses) to any Person (assuming compliance with or satisfaction of
all contingencies or conditions) of $250,000 or more per year, and (b) all
agreements relating to the voting or disposition of any outstanding shares of
Capital Stock of the Borrower's Subsidiaries and, to the Borrower's knowledge,
of the Borrower.

         7.27. Environmental Matters. Except as disclosed in Schedule 7.27, (a)
neither the Borrower nor any of its Subsidiaries, nor any of the properties
owned or leased thereby or operations thereof, nor, to the knowledge of the
Borrower, any current or prior owner, lessor or operator (other than the
Borrower or one of its Subsidiaries) of any properties owned or leased by
Borrower or any of its Subsidiaries, is in violation of any applicable
Environmental Law or any restrictive covenant or deed restriction relating to
environmental matters (recorded or otherwise) or subject to any existing,
pending or threatened investigation, inquiry or proceeding by any Governmental
Authority or subject to any remedial obligations under any Environmental Law,
except to the extent that the cumulative effect of all such violations,
investigations, inquiries, proceedings and remedial obligations would not have a
Material Adverse Effect; (b) all material permits, licenses and approvals
required of the Borrower or any of its Subsidiaries with


                                      -76-
<PAGE>


respect to Hazardous Materials, including past or present treatment, storage,
disposal or release of any Hazardous Materials or solid waste into the
environment, have been obtained or filed; (c) except to the extent that the
cumulative effect of any failures to do so would not have a Material Adverse
Effect, all Hazardous Materials or solid waste generated by the Borrower or any
of its Subsidiaries have in the past been, and will continue to be, transported,
treated and disposed of only by carriers maintaining valid permits under all
applicable Environmental Laws and only at treatment, storage and disposal
facilities maintaining valid permits under applicable Environmental Laws, which
carriers and facilities have been and are, to the knowledge of the Borrower,
operating in compliance with such permits; (d) the Borrower and its Subsidiaries
have taken all reasonable steps necessary to determine, and have determined,
that no Hazardous Materials or solid wastes have been disposed of or otherwise
released by them except in compliance with Environmental Laws or if the
cumulative effect of any such disposals or releases would not have a Material
Adverse Effect; and (e) neither the Borrower nor any of its Subsidiaries has a
material contingent liability in connection with any release of any Hazardous
Materials or solid waste into the environment, and in connection herewith the
Borrower hereby agrees to pursue diligently the resolution of any environmental
issues disclosed in Schedule 7.27 by all necessary and appropriate actions and
shall report to the Administrative Agent not less frequently than
quarter-annually as to the status of the resolution of such issues.

         7.28. Material Contracts. Set forth on Schedule 7.28 hereto is a
complete and accurate list of all Material Contracts of the Borrower and
Subsidiaries in effect on the date of this Agreement. Other than as set forth on
Schedule 7.28, on the date of this Agreement each such Material Contract is in
full force and effect in accordance with the terms thereof and there are no
material defaults by the Borrower or any of its Subsidiaries as are parties
thereto or, to the knowledge of the Borrower, by any other party, under any such
Material Contract. The Borrower has delivered to the Administrative Agent a true
and complete copy of each Material Contract identified specifically on Schedule
7.28.

         7.29. No Misstatements. Neither this Agreement nor any of the other
Loan Documents, nor any agreement, instrument or other document executed
pursuant hereto or thereto or in connection herewith or therewith, nor any
certificate, statement or other information referred to herein or therein or
furnished to the Administrative Agent, any Lender or the Issuing Bank pursuant
hereto or thereto or in connection herewith or therewith, contains any
misstatement of a material fact or omits to state any material fact necessary to
make the statements contained herein or therein, in the light of the
circumstances under which they were made, not misleading on the date hereof or
on the date furnished, as the case may be, except as otherwise disclosed to the
Administrative Agent, the Lenders and the Issuing Bank in writing on or prior to
the date hereof. The Borrower is not aware of any fact that it has not disclosed
in writing to the Administrative Agent that has had or reasonably may be
expected to have a Material Adverse Effect.

         7.30. Operating Leases. Schedule 7.30 sets forth each Operating Lease
existing on the date hereof pursuant to which the Borrower or a Subsidiary of
the Borrower is the lessee or tenant and which provides for annual lease
payments in excess of $50,000.



                                      -77-
<PAGE>


         7.31. Anti-Terrorism.

     (a)  Neither the Borrower nor any Guarantor is in violation of Exec. Order
          No. 13,224, 66 Fed. Reg. 49,079 (2001), effective September 24, 2001,
          relating to terrorist financing and blocking property and prohibiting
          transactions with persons who commit, threaten to commit or support
          terrorism (the "Executive Order") and the Uniting and Strengthening
          America by Providing Appropriate Tools Required to Intercept and
          Obstruct Terrorism Act of 2001, Pub. L. No. 107-56 (2001) (the
          "Patriot Act").

     (b)  Neither the Borrower nor any Guarantor is a Person:

          (1)  listed in the Annex to, or is otherwise subject to the provisions
               of, the Executive Order,

          (2)  that is owned or controlled by, or acting on behalf of, any
               Person that is listed in the Annex to, or is otherwise subject to
               the provisions of, the Executive Order,

          (3)  with which the Administrative Agent, any Lender or the Issuing
               Bank is prohibited from dealing or otherwise engaging in any
               transaction by the Executive Order, the Patriot Act or any other
               Requirement of Law relating to terrorism or money laundering,

          (4)  that commits or supports or threatens or conspires to commit or
               support "terrorism" as defined in the Executive Order,

          (5)  that is named as a "specifically designated national (SDN) and
               blocked person" on the most current list published by the U.S.
               Treasury Department Office of Foreign Assets control on its
               official website, http://www.treas.gov.ofac/t11sdn.pdf, or on any
               replacement website or other replacement official publication of
               such list, or

          (6)  that is an affiliate (including any principal, officer, immediate
               family member or close associate) of a Person described in one or
               more of the preceding paragraphs (1) through (5).


                                   ARTICLE 8

                              AFFIRMATIVE COVENANTS

         So long as any Obligations are unpaid or outstanding, any Obligation
under the Loan Documents is unperformed or any of the Commitments are in effect,
the Borrower and each Guarantor shall:



                                      -78-
<PAGE>


         8.1. Financial Statements.

         8.1.1. Annual Financial Statements and Reports. Furnish to the
Administrative Agent and each Lender, as soon as available and in any event
within ninety (90) days after the end of each Fiscal Year of the Borrower or, if
applicable and earlier, within two (2) Business Days after the Borrower files
with the Commission its Annual Report on Form 10-K (or Form 10-KSB, if
applicable) for such Fiscal Year, a consolidated balance sheet of the Borrower
and its Subsidiaries as of the end of such Fiscal Year and the related
consolidated statements of income, shareholders' equity and cash flows of the
Borrower and its Subsidiaries for such Fiscal Year, audited and reported upon by
Ernst & Young LLP or other independent certified public accountants of
nationally recognized standing who are reasonably acceptable to the
Administrative Agent and Requisite Lenders (whose opinion shall not be limited
as to scope or qualified as to going concern status or contain any other
material qualifications or exceptions), accompanied by an unaudited
consolidating balance sheet of the Borrower and its Subsidiaries as of the end
of such Fiscal Year and an unaudited consolidating statement of income for such
Fiscal Year, certified by a Responsible Officer of the Borrower, together with
(a) a written discussion and analysis by the management of the Borrower of the
financial statements furnished in respect of such annual fiscal period, (b) a
certificate signed by a Responsible Officer of the Borrower, in form
satisfactory to the Administrative Agent and the Lenders, stating that no
Default has occurred and is continuing or, if in the opinion of such officer, a
Default has occurred and is continuing, stating the nature thereof and the
action that the Borrower proposes to take with respect thereto, and (c) a
Compliance Certificate demonstrating compliance with all financial covenants
contained herein as of the end of such Fiscal Year and including the other
information required to be included therein.

         8.1.2. Quarterly Financial Statements and Reports. Furnish to the
Administrative Agent and each Lender, as soon as available and in any event
within forty-five (45) days after the end of each Fiscal Quarter of the Borrower
(other than the last Fiscal Quarter in any Fiscal Year) or, if applicable and
earlier, within two (2) Business Days after the Borrower files with the
Commission its Quarterly Report on Form 10-Q (or Form 10-QSB, if applicable) for
such Fiscal Quarter, an unaudited consolidated and consolidating balance sheet
of the Borrower and its Subsidiaries as of the end of such Fiscal Quarter, the
related consolidated and consolidating statement of income of the Borrower and
its Subsidiaries for the period commencing at the beginning of the current
Fiscal Year and ending with the end of such Fiscal Quarter and the related
consolidated statements of shareholders' equity and cash flows of the Borrower
and its Subsidiaries for such period, certified by a Responsible Officer of the
Borrower, together with (a) a written discussion and analysis by the management
of the Borrower of the financial statements furnished in respect of such period,
(b) a certificate signed by a Responsible Officer of the Borrower, in form
satisfactory to the Administrative Agent and the Lenders, stating that no
Default has occurred and is continuing or, if in the opinion of such officer, a
Default has occurred and is continuing, stating the nature thereof and the
action that the Borrower proposes to take with respect thereto, and (c) a
Compliance Certificate demonstrating compliance with all financial covenants




                                      -79-
<PAGE>

contained herein as of the end of such period and including the other
information required to be included therein.

         8.1.3. Monthly Financial Statements and Reports. Furnish to the
Administrative Agent and each Lender, as soon as available and in any event
within thirty (30) days after the end of each month, an unaudited consolidated
balance sheet of the Borrower and its Subsidiaries as of the end of such month
and the related consolidated statement of income of the Borrower and its
Subsidiaries for such month, certified by a Responsible Officer of the Borrower.

         8.1.4. Additional Monthly Reports. Furnish to the Administrative Agent
and each Lender, as soon as available and in any event within ten (10) days
after the end of each month, (a) a Credit Facility Base Certificate as of the
end of such month, and (b) an aging of the accounts of the Borrower and the
Guarantors as of the end of such month, in form satisfactory to the
Administrative Agent, and certified by a Responsible Officer of the Borrower.

         8.1.5. GAAP. Take all actions necessary to cause all such financial
statements to be complete and correct in all material respects and to be
prepared in reasonable detail and in conformity with GAAP applied consistently
throughout the periods reflected therein (except as may be approved by such
accountants or Responsible Officer, as the case may be, and disclosed therein).

         8.2. Certificates and Other Information. Furnish to the Administrative
Agent and each Lender, each in form and substance acceptable to Requisite
Lenders:

         8.2.1. Management Letters. Within ten (10) days after the same are
received by the Borrower, copies of management letters provided to the Borrower
by its independent certified public accountants that describe or refer to any
inadequacy, defect, problem, qualification or other lack of satisfactory
accounting controls utilized by the Borrower or any of its Subsidiaries.

         8.2.2. Shareholder Materials. (a) Within two (2) Business Days after
the delivery of same to the shareholders of the Borrower, copies of all
financial statements and reports that the Borrower or any of its Subsidiaries
sends to the shareholders of the Borrower, and (b) within two (2) Business Days
after the filing thereof, copies of all reports and statements of the Borrower
and its Subsidiaries (including proxy and information statements, quarterly,
annual and current reports and registration statements, but excluding those
pertaining only to employee benefit plans) that it may make to, or file with,
the Commission.

         8.2.3. Budgets. As soon as available, and in any event not later than
sixty (60) days after the beginning of each Fiscal Year of the Borrower, twelve
(12) month budgeted financial statements (including balance sheets and
statements of income, shareholders' equity and cash flows and a statement of
budgeted Capital Expenditures, and including a reasonably detailed description
of all underlying assumptions) of the Borrower and its Subsidiaries on a
consolidated basis for such Fiscal Year, and twelve


                                      -80-
<PAGE>


(12) month consolidating budgeted statements of income of the Borrower and each
of its Subsidiaries for such Fiscal Year, all in a format reasonably acceptable
to the Administrative Agent and Requisite Lenders and certified by a Responsible
Officer of the Borrower as being prepared on the basis of assumptions believed
to have been reasonable when made. Any updates thereto that may be prepared by
or on behalf of the Borrower shall be provided to the Administrative Agent upon
request.

         8.2.4. Funded Indebtedness. Promptly upon request by the Administrative
Agent, copies of all agreements, instruments or documents evidencing or
otherwise related to any Consolidated Funded Indebtedness.

         8.2.5. Employment and Investment Agreements. Promptly upon request by
the Administrative Agent, a true and complete copy of each of the agreements
required to be listed on Schedule 7.26.

         8.2.6. Reports to Other Persons. Promptly after the furnishing thereof,
copies of any statement or report furnished to any other holder of any
Consolidated Funded Indebtedness pursuant to the terms of any indenture, loan or
credit or similar agreement and not otherwise furnished to the Administrative
Agent or the Lenders pursuant to Section 8.1 or any other clause of this Section
8.2.

         8.2.7. Additional Information. Promptly, such additional financial and
other information as the Administrative Agent or any Lender from time to time
reasonably may request.

         8.3. Provision of Notices. Notify the Administrative Agent and each
Lender of the occurrence of any of the following events not later than five (5)
days after the Borrower or any Guarantor knows or has reason to know of such
event:

         8.3.1. Default. Any Default.

         8.3.2. Other Default or Litigation. (a) Any default or event of default
under any Contractual Obligation of the Borrower or any of its Subsidiaries that
if adversely determined could reasonably be expected to result in liability
equal to or greater than $300,000 or otherwise could reasonably be expected to
have a Material Adverse Effect, or (b) any litigation, investigation or other
proceeding that if adversely determined would (i) if the relief sought does not
include damages, have a Material Adverse Effect, or (ii) if the relief sought
includes damages, result in an uninsured liability to the Borrower or any of its
Subsidiaries equal to or in excess of $300,000.

         8.3.3. Reportable Events. (a) Any Reportable Event with respect to any
Plan, (b) the institution of proceedings or the taking or expected taking of any
other action by the PBGC, the Borrower, any of its Subsidiaries or any Commonly
Controlled Entity to terminate, withdraw or partially withdraw from any Plan,
and (c) with respect to any Multi-Employer Plan, the reorganization or
insolvency of such Plan. In addition to such notice, the Borrower shall deliver
or cause to be delivered to the Administrative Agent and each Lender whichever
of the following may be applicable: (i) a certificate of a


                                      -81-
<PAGE>


Responsible Officer of the Borrower setting forth details as to such Reportable
Event and the action that it, such Subsidiary or the Commonly Controlled Entity
proposes to take with respect thereto, together with the copy of any notice of
such Reportable Event that may be required to be filed with the PBGC, or (ii)
any notice delivered by the PBGC evidencing its intent to institute such
proceedings or any notice to the PBGC that such Plan is to be terminated, as the
case may be.

         8.3.4. Environmental Matters. If and to the extent that the same
reasonably could be expected to result in an uninsured liability to the Borrower
or any of its Subsidiaries equal to or in excess of $300,000 or otherwise to
have a Material Adverse Effect, (a) any event that makes any of the
representations set forth in Section 7.27 inaccurate in any respect or (b) the
receipt by the Borrower or any of its Subsidiaries of any notice, order,
directive or other communication from a Governmental Authority alleging a
violation of or noncompliance with any Environmental Laws.

         8.3.5. Loss of License, Permit, Approval, Etc. The loss or, if known by
the Borrower or any of its Subsidiaries, threatened loss, by the Borrower or any
of its Subsidiaries, of any license, permit, approval, registration, contract,
consent, franchise, qualification, certificate of need, accreditation or other
authorization issued by any Governmental Authority referenced in Section 7.23 or
in Section 7.24, if such loss reasonably could be expected to have a Material
Adverse Effect.

         8.3.6. Material Contracts. Any default or event of default under any
Material Contract.

         8.3.7. Casualty Losses. Any casualty loss or event not insured against
in an amount in excess of $100,000.

         8.4. Payment of Obligations and Performance of Covenants.

          (a)  Make full and timely payment of the Obligations, including the
               Loans and Letter of Credit Liabilities, whether now existing or
               hereafter arising;

          (b)  Comply, and cause its Subsidiaries to comply, with all terms,
               covenants and conditions of the Loan Documents applicable to
               each, at the times and places and in the manner set forth
               therein; and

          (c)  Take, or cause to be taken, all action necessary to maintain the
               security interests provided for under this Agreement and the
               Security Documents as valid and perfected Liens on the property
               intended to be covered thereby, subject to no other Liens except
               Permitted Liens, and supply all information to the Administrative
               Agent or the Lenders necessary to accomplish same.

         8.5. Payment of Taxes. Pay, and cause its Subsidiaries to pay, or cause
to be paid, before the same shall become delinquent and before penalties have
accrued thereon, all taxes, assessments and governmental charges or levies
imposed on the income, profits, franchises,


                                      -82-
<PAGE>


property or businesses of the Borrower and its Subsidiaries, except to the
extent and so long as (a) the same are being contested in good faith by
appropriate proceedings and (b) adequate reserves with respect thereto in
conformity with GAAP have been provided on the books of the Borrower or any such
Guarantor or Subsidiary, as appropriate.

         8.6. Conduct of Business and Maintenance of Existence. Continue, and
cause its Subsidiaries to continue, (a) to engage solely in the business of
providing personalized health management programs and outsourced
employer-sponsored healthcare services, and businesses that directly enhance or
support those primary business activities (or, in the case of the RRG
Subsidiary, an insurance business), and (b) except as permitted by Sections 9.3
and 9.7, to preserve, renew and keep in full force and effect their existence
and present corporate, partnership or other organizational structure, as the
case may be.

         8.7. Compliance with Law. Observe and comply with, and cause its
Subsidiaries to observe and comply with, all present and future Requirements of
Law relating to the conduct of their businesses or to their properties or
assets, except to the extent and so long as the nonobservance thereof or
noncompliance therewith will not have a Material Adverse Effect.

         8.8. Maintenance of Properties and Franchises. Maintain, preserve and
keep and cause its Subsidiaries to maintain, preserve and keep (a) all of their
buildings, tangible properties, equipment and other property and assets used and
necessary in their businesses, whether owned or leased, in good repair, working
order and condition, from time to time making all necessary and proper repairs
and replacements so that at all times the utility, efficiency and value thereof
shall not be impaired, and (b) all rights, privileges and franchises necessary
or desirable in the normal conduct of their businesses.

         8.9. Insurance.

          (a)  Maintain and cause its Subsidiaries to maintain, with financially
               sound and reputable insurance companies, such policies of
               insurance (including property/casualty, liability and business
               interruption coverages) with respect to their assets, properties
               and business, against such risks, hazards and liabilities, of
               such types and in such amounts, and with such deductibles or
               self-insured retentions, as are customarily maintained by
               companies in the same or similar businesses similarly situated,
               and maintain such other or additional insurance on such terms and
               subject to such conditions as may be required under any Security
               Documents.

         Unless otherwise approved by the Administrative Agent, all policies of
property/casualty insurance shall provide that such insurance shall be payable
to the Borrower, its Subsidiaries, the Administrative Agent, the Lenders and the
Issuing Bank as their respective interests may appear, and all policies of
liability insurance maintained by any Credit Party shall name the Administrative
Agent, the Lenders and the Issuing Bank as additional insureds.

          (b)  Furnish to the Administrative Agent not less frequently than
               annually and at any time upon written request, (i) full
               information as to such insurance carried,


                                      -83-
<PAGE>


               including the amounts of all self-insurance reserves of the
               Borrower and its Subsidiaries, and (ii) certificates of insurance
               from the insurance companies and certified copies of such
               insurance policies. All policies of insurance maintained by any
               Credit Party shall provide for not less than thirty (30) days'
               prior written notice to the Administrative Agent of the
               cancellation or any material alteration of the policy.

         8.10. Use of Proceeds. Use, and cause its Subsidiaries to use, the
proceeds of the Facilities for the purposes specified in Section 2.12 and for no
other purpose.

         8.11. Books and Records. Keep and maintain, and cause its Subsidiaries
to keep and maintain, full and accurate books of record and accounts of their
operations, dealings and transactions in relation to their business and
activities, in conformity with GAAP and all Requirements of Law.

         8.12. Inspection. Permit, and cause its Subsidiaries to permit, any
employees, agents or other representatives of the Administrative Agent, the
Lenders or the Issuing Bank and any attorneys, accountants or other agents or
representatives designated by the Administrative Agent, the Lenders or the
Issuing Bank to (a) have access to and visit and inspect any of the accounting
systems, books of account, financial records and properties, real, personal or
mixed, of the Borrower and its Subsidiaries, (b) examine and make abstracts from
any such accounting systems, books and records, and (c) discuss the affairs,
finances and accounts of the Borrower and its Subsidiaries with their officers,
employees or agents, all at such reasonable business times as the Administrative
Agent, the Lenders or the Issuing Bank deem necessary or advisable to protect
their respective interests.

         8.13. Compliance With Terms of Material Contracts. Comply, and cause
its Subsidiaries to comply, with all agreements, covenants, terms, conditions
and provisions of all Material Contracts, except to the extent and so long as
noncompliance therewith will not have a Material Adverse Effect.

         8.14. Compliance With Environmental Laws, Etc. Except to the extent
that the cumulative effect of all noncompliances with the following could not
reasonably be expected to have a Material Adverse Effect:

          (a)  Employ, and cause its Subsidiaries to employ, in connection with
               the use of any real property, appropriate technology (including
               appropriate secondary containment measures) to maintain
               compliance with applicable Environmental Laws;

          (b)  take, and cause its Subsidiaries to take, all actions necessary
               to comply with all Environmental Laws, including any actions
               identified as necessary in any environmental compliance reports
               delivered to the Administrative Agent pursuant to the provisions
               of this Agreement;

          (c)  obtain and maintain, and cause its Subsidiaries to obtain and
               maintain, any and all permits required by applicable
               Environmental Laws in connection with the operations of the
               Borrower and its Subsidiaries and any Affiliates thereof;



                                      -84-
<PAGE>


          (d)  dispose of, and cause its Subsidiaries to dispose of, any and all
               Hazardous Materials only at facilities and with carriers
               maintaining valid permits under applicable federal, state and
               local Environmental Laws; and

          (e)  use best efforts to obtain, and cause its Subsidiaries to use
               their best efforts to obtain, certificates of disposal from all
               contractors employed by the Borrower or any of its Subsidiaries
               in connection with the transportation or disposal of any
               Hazardous Materials.

         8.15. [Reserved.]

         8.16. Maintenance of Licenses, Permits, Approvals, Etc. Preserve and
maintain, and cause its Subsidiaries to preserve and maintain, all licenses,
permits, approvals, registrations, contracts, consents, franchises,
qualifications, certificates of need, accreditations and other authorizations
required under applicable state or local laws and regulations in connection with
the ownership or operation of their businesses, except to the extent that a
failure to preserve and maintain any of same will not have a Material Adverse
Effect.

         8.17. Intercompany Indebtedness; Pledged Notes.

          (a)  Maintain, and cause its Subsidiaries to maintain, accounting
               systems, practices and procedures that enable the Borrower and
               its Subsidiaries to report to the Administrative Agent at any
               time upon its request the aggregate unpaid balance of any
               unsecured advances or loans owing to the Borrower or a Guarantor
               by the Borrower or any Subsidiary of the Borrower; and

          (b)  Cause all such advances or loans to be evidenced by Pledged Notes
               delivered to the Administrative Agent pursuant to the Security
               Agreement and, contemporaneously with the delivery to the
               Administrative Agent of any Pledged Note, assign and deliver to
               the Administrative Agent any loan agreement, mortgage, deed of
               trust, deed to secure debt, security agreement, financing
               statement or other instrument, document or agreement further
               evidencing, securing or otherwise relating to the indebtedness
               evidenced by such Pledged Note.

8.18.    Additional Collateral, Etc.

          (a)  With respect to any property acquired by any Credit Party after
               the date hereof, other than property described in subsections
               8.18 (b), (c) or (d) and property subject to a Lien expressly
               permitted by subsection 9.2(f), as to which the Administrative
               Agent, for the ratable benefit of the Lenders, the Issuing Bank
               and the Administrative Agent, does not have a first priority
               perfected Lien, promptly (and, in any event, within 30 days
               following the date of such acquisition) (i) execute and deliver,
               or cause its Subsidiaries to execute and deliver, to the
               Administrative Agent such supplements or amendments to the
               Security Agreement and such other documents as the Administrative
               Agent deems necessary or advisable to grant to the Administrative
               Agent, for the ratable benefit of the Lenders, the Issuing Bank
               and the Administrative Agent, a security interest in such



                                      -85-
<PAGE>

               property, and (ii) take, or cause its Subsidiaries to take, all
               actions the Administrative Agent deems necessary or advisable to
               confirm to the Administrative Agent, for the ratable benefit of
               the Lenders, the Issuing Bank and the Administrative Agent, a
               perfected first priority Lien on such property, including the
               filing of Financing Statements in such jurisdictions as may be
               required by the Security Agreement or by law or as may be
               requested by the Administrative Agent.

          (b)  With respect to any real property acquired by a Credit Party
               after the date hereof, or any real property leased by a Credit
               Party after the date hereof pursuant to a Capitalized Lease,
               comply, or cause its Subsidiaries to comply, with the provisions
               of Section 4.2.

          (c)  With respect to any Subsidiary of the Borrower, other than an
               Excluded Subsidiary, created or acquired after the date hereof
               (which, for the purposes of this subsection, shall include any
               existing Subsidiary that ceases to be an Excluded Subsidiary),
               promptly (and, in any event, within 30 days following such
               creation or acquisition) (i) execute and deliver, or cause its
               Subsidiaries to execute and deliver, to the Administrative Agent
               such supplements or amendments to the Security Agreement and such
               other documents as the Administrative Agent deems necessary or
               advisable to grant to the Administrative Agent, for the ratable
               benefit of the Lenders, the Issuing Bank and the Administrative
               Agent, a perfected first priority security interest in all of the
               Capital Stock of such Subsidiary, (ii) deliver, or cause its
               Subsidiaries to deliver, to the Administrative Agent any and all
               certificates representing such Capital Stock, together with
               undated stock powers, in blank, executed and delivered by the
               owner(s) of such Capital Stock, and take, or cause its
               Subsidiaries to take, all other actions the Administrative Agent
               deems necessary or desirable to perfect the security interest of
               the Administrative Agent therein, including the execution and
               delivery by all necessary Persons of control agreements and the
               filing of Financing Statements in such jurisdictions as may be
               required by the Security Agreement or by law or as may be
               requested by the Administrative Agent, (iii) cause such
               Subsidiary to (A) execute and deliver a Pledged Note, (B) become
               a party to this Agreement by executing this Agreement or a
               Supplement to Credit Agreement in the form of Exhibit 8.18, (C)
               become a party to the Security Agreement and any additional
               Security Documents contemplated thereby in the manner
               contemplated thereby, and (D) take all actions the Administrative
               Agent deems necessary or advisable to grant to the Administrative
               Agent, for the ratable benefit of the Lenders, the Issuing Bank
               and the Administrative Agent, a perfected first priority security
               interest in the Collateral described in the Security Agreement
               with respect to such Subsidiary, including the execution and
               delivery by all necessary Persons of control agreements and the
               filing of Financing Statements in such jurisdictions as may be
               required by the Security Agreement or by law or as may be
               requested by the Administrative Agent, and (iv) if requested by
               the Administrative Agent, deliver to the Administrative Agent
               legal opinions relating to the matters described above, which
               opinions shall be in form and substance, and from counsel,
               reasonably satisfactory to the Administrative Agent.

          (d)  With respect to any Excluded Subsidiary created or acquired after
               the date hereof by the Borrower or any of its Subsidiaries
               (which, for the purposes of this


                                      -86-
<PAGE>


               subsection, shall include any existing Subsidiary of the Borrower
               that becomes an Excluded Subsidiary in compliance with applicable
               provisions of this Agreement), promptly (and, in any event,
               within 30 days following such creation or the date of such
               creation or acquisition) (i) execute and deliver, or cause its
               Subsidiaries to execute and deliver, to the Administrative Agent
               such supplements or amendments to the Security Agreement and such
               other documents as the Administrative Agent deems necessary or
               advisable in order to grant to the Administrative Agent, for the
               ratable benefit of the Lenders, the Issuing Bank and the
               Administrative Agent, a perfected first priority security
               interest in all of the Capital Stock of such Excluded Subsidiary
               that is owned by the Borrower or any of the other Credit Parties
               (provided that not more than 65% of the total outstanding Capital
               Stock of any Excluded Foreign Subsidiary shall be required to be
               so pledged), (ii) deliver, or cause its Subsidiaries to deliver,
               to the Administrative Agent any and all certificates representing
               such Capital Stock, together with undated stock powers, in blank,
               executed and delivered by the owner(s) of such Capital Stock, and
               take, or cause its Subsidiaries to take, all other actions the
               Administrative Agent deems necessary or desirable to perfect the
               security interest of the Administrative Agent therein, including
               the execution and delivery by all necessary Persons of control
               agreements and the filing of Financing Statements in such
               jurisdictions as may be required by the Security Agreement or by
               law or as may be requested by the Administrative Agent, (iii)
               cause such Excluded Subsidiary to execute and deliver a Pledged
               Note, and (iv) if requested by the Administrative Agent, deliver
               to the Administrative Agent legal opinions relating to the
               matters described above, which opinions shall be in form and
               substance, and from counsel, reasonably satisfactory to the
               Administrative Agent.

          (e)  Notwithstanding anything to the contrary in this Section 8.18,
               the preceding subsections (a), (b), (c) and (d) shall not apply
               to any property or Subsidiary created or acquired after the date
               hereof as to which the Administrative Agent has determined in its
               sole discretion that the collateral value thereof is insufficient
               to justify the difficulty, time, effort or expense of obtaining a
               perfected security interest therein.

         8.19. Further Assurances. Perform, make, execute and deliver, and cause
its Subsidiaries to perform, make, execute and deliver, all such additional and
further acts, deeds, occurrences and instruments as the Administrative Agent,
the Lenders or the Issuing Bank reasonably may require to document and
consummate the transactions contemplated hereby and to vest completely in and to
ensure the Administrative Agent, the Lenders and the Issuing Bank their
respective rights under this Agreement, the Notes and the other Loan Documents,
including landlord-lender agreements, landlord waivers or landlord consents with
respect to any Collateral located on real property leased to the Borrower or one
of its Subsidiaries

         8.20. Post-Closing Matters. Deliver to the Administrative Agent each
item listed on Schedule 8.20 prior to the deadline therefor as set forth on said
schedule.

         8.21. Management. Cause each person indicated below, or a replacement
thereof approved by the Administrative Agent, in its discretion, within
forty-five (45) days after the departure of such person, to be charged
continuously with primary responsibility for the executive functions of the
Borrower and its Subsidiaries identified below with respect to each:



                                      -87-
<PAGE>


                Person                                     Functions
                ------                                     ---------

         Haywood D. Cochrane, Jr.                -     Vice Chairman

         Shannon W. Farrington                   -     Chief Financial Officer


                                   ARTICLE 9

                               NEGATIVE COVENANTS

         So long as any Obligations are unpaid or outstanding, any Obligation
under the Loan Documents is unperformed or any of the Commitments are in effect,
neither the Borrower nor any Guarantor shall:

         9.1. Indebtedness. Create, incur, assume or suffer to exist any
Indebtedness, except:

          (a)  Indebtedness of the Borrower or any of the Guarantors under or
               pursuant to this Agreement and the other Loan Documents;

          (b)  Indebtedness existing on the date hereof, as set forth in
               Schedules 7.17A and 7.17B, and any extensions, renewals,
               refundings or refinancings thereof on substantially the same
               terms or other terms satisfactory to Requisite Lenders; provided,
               however, that the principal amount thereof shall not be
               increased, nor shall the date for the making of any required
               payment of principal be accelerated nor the amount due on any
               such date increased;

          (c)  Purchase Money Debt and Capitalized Lease Obligations in an
               aggregate amount not to exceed $350,000 outstanding at any one
               time;

          (d)  Current liabilities incurred in the ordinary course of business
               and not represented by any note, bond, debenture or other
               instrument, and which are not past due for a period of more than
               forty-five (45) days, or if overdue for more than forty-five (45)
               days, which are being contested in good faith and by appropriate
               actions and for which adequate reserves in conformity with GAAP
               have been established on the books of the primary obligor with
               respect thereto;

          (e)  Contingent Obligations consisting of (i) the indorsement by the
               Borrower or any Guarantor of negotiable instruments payable to
               such Person for deposit or collection in the ordinary course of
               business, and (ii) guarantees executed by the Borrower or any
               Guarantor with respect to Operating Lease obligations or
               Indebtedness of the Borrower or any Guarantor otherwise permitted
               by this Agreement;

          (f)  Contingent Obligations consisting of the indemnification by the
               Borrower or any Guarantor of (i) the officers, directors,
               employees and agents of the Borrower or such Guarantor, to the
               extent permissible under the corporation law of the jurisdiction



                                      -88-
<PAGE>

               in which the Borrower or such Guarantor is organized, (ii)
               commercial banks, investment bankers and other independent
               consultants or professional advisors pursuant to agreements
               relating to the underwriting of the Borrower's or such Guarantor
               's securities or the rendering of banking or professional
               services to the Borrower or such Guarantor and (iii) landlords,
               licensors, licensees and other Persons pursuant to agreements
               entered into in the ordinary course of business by the Borrower
               or such Guarantor;

          (g)  Indebtedness with respect to financed insurance premiums not past
               due; and

          (h)  Indebtedness of the Borrower or a Guarantor that is owed to the
               Borrower or a Guarantor;

          (i)  Subordinated Indebtedness; and

          (j)  Indebtedness not otherwise permitted by this Section 9.1, in an
               aggregate amount not exceeding $100,000 outstanding at any one
               time.

         9.2. Liens. Create, incur, assume or suffer to exist any Lien upon any
real or personal property, fixtures, revenues or other assets whatsoever
(including the Collateral), whether now owned or hereafter acquired, of the
Borrower or any Guarantor, except:

          (a)  Liens securing the Obligations;

          (b)  Existing Liens;

          (c)  Liens for taxes not yet due or that are being contested in good
               faith and by appropriate actions and for which adequate reserves
               in conformity with GAAP have been established on the books of the
               Borrower or such Guarantor;

          (d)  carriers', warehousemen's, mechanics', materialmen's, repairmen's
               or other like Liens arising in the ordinary course of business
               that are not overdue for a period of more than thirty (30) days,
               or if overdue for more than thirty (30) days, (i) which are being
               contested in good faith and by appropriate proceedings, (ii) for
               which adequate reserves in conformity with GAAP have been
               established on the books of the Borrower or such Guarantor; and
               (iii) with respect to which the obligations secured thereby are
               not material;

          (e)  pledges or deposits in connection with workers' compensation
               insurance, unemployment insurance and like matters;

          (f)  Liens securing Purchase Money Debt or Indebtedness arising under
               Capitalized Leases; provided, however, that in each case any such
               Lien attaches only to the specific item(s) of property or
               asset(s) financed with such Purchase Money Debt or Capitalized
               Lease;



                                      -89-
<PAGE>


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

          (h)  easements, reservations, exceptions, rights-of-way, covenants,
               conditions, restrictions and other similar encumbrances incurred
               in the ordinary course of business that, in the aggregate, are
               not substantial in amount, and that do not in any case materially
               detract from the value of the property subject thereto or
               interfere with the ordinary conduct of business by the Borrower
               or such Guarantor;

          (i)  Liens in respect of any writ of execution, attachment,
               garnishment, judgment or judicial award in an aggregate amount
               less than $100,000, if (i) the time for appeal or petition for
               rehearing has not expired, an appeal or appropriate proceeding
               for review is being prosecuted in good faith and a stay of
               execution pending such appeal or proceeding for review has been
               secured, or (ii) the underlying claim is fully covered by
               insurance issued by an insurer satisfactory to the Administrative
               Agent, the insurer has acknowledged in writing its responsibility
               to pay such claim and no action has been taken to enforce such
               execution, attachment, garnishment, judgment or award;

          (j)  Liens of lessors under or in connection with Operating Leases;

          (k)  Liens securing Indebtedness permitted under clause (b) of Section
               9.1, but only to the extent that such Indebtedness is currently
               secured as set forth on Schedule 9.2;

          (l)  Liens securing Indebtedness with respect to financed insurance
               premiums not past due, in each case in favor of the corresponding
               insurer and encumbering only prepaid premiums held thereby; and

          (m)  Other non-consensual Liens not securing Consolidated Funded
               Indebtedness, the existence of which in the aggregate will not
               have a Material Adverse Effect, provided that any Lien permitted
               by this clause (l) is permitted only for so long as is reasonably
               necessary for the Borrower or the affected Guarantor, using its
               best efforts, to remove or eliminate such Lien.

         9.3. Disposition of Assets. Dispose of any of their assets (including
the Capital Stock of Subsidiaries) except:

          (a)  sales of personal property assets in the ordinary course of
               business of the Borrower or such Guarantor;

          (b)  the Disposition of obsolete or worn-out equipment or other
               property no longer required by or useful to the Borrower or any
               Guarantor in connection with the operation of their businesses;

          (c)  the Disposition of assets in connection with the closing of a
               healthcare facility no longer operated by the Borrower or a
               Guarantor; provided that the aggregate


                                      -90-
<PAGE>



               fair value of such assets so Disposed of during any one Fiscal
               Year shall not exceed $250,000; and

          (d)  the sale or transfer to the Borrower or any Guarantor of any
               asset owned by the Borrower or any Guarantor.

         9.4. Investments. Make, commit to make or suffer to exist any
Investment except:

          (a)  Cash Equivalents;

          (b)  Investments in existence on the date hereof and set forth in
               Schedule 9.4;

          (c)  accounts receivable representing trade credit extended in the
               ordinary course of business;

          (d)  unsecured loans or advances made by the Borrower or any Guarantor
               to any Guarantor or the Borrower;

          (e)  Investments in Guarantors;

          (f)  Investments in Subsidiaries, not otherwise described in this
               Section 9.4, to the extent such Investments are in existence on
               the date of this Agreement;

          (g)  advances, in an aggregate amount not to exceed $100,000
               outstanding at any one time, made by the Borrower and its
               Subsidiaries to their respective employees for reimbursable
               expenses incurred or to be incurred by such employees in the
               ordinary course performance of their duties;

          (h)  Investments in assets useful in the Borrower's or the applicable
               Subsidiary's business made by the Borrower or any of its
               Subsidiaries with the proceeds of any Reinvestment Deferred
               Amount;

          (i)  Investments consisting of Specified Hedge Agreements entered into
               in the ordinary course of business, and not for speculative
               purposes; and

          (j)  Investments not otherwise permitted by this Section 9.4, in an
               aggregate amount not exceeding $100,000 outstanding at any one
               time.

         9.5. Restricted Payments. Declare, pay or make, or permit any of their
respective Subsidiaries to declare, pay or make any Restricted Payments except:

          (a)  the Borrower may declare and deliver dividends and make
               distributions payable solely in common stock of the Borrower or
               in preferred stock of the Borrower that the Borrower is permitted
               to issue pursuant to Section 9.6, and may distribute cash in lieu
               of fractional shares otherwise distributable pursuant to this
               clause (a);



                                      -91-
<PAGE>


          (b)  the Borrower may purchase or otherwise acquire shares of its
               Capital Stock by exchange for or out of the proceeds received
               from a substantially concurrent issue of new shares of its
               Capital Stock;

          (c)  the Borrower may repay Subordinated Indebtedness using proceeds
               received from (i) a substantially concurrent incurrence of new
               Subordinated Indebtedness, or (ii) a substantially concurrent
               issue of new shares of its Capital Stock;

          (d)  any Subsidiary of the Borrower may make Restricted Payments to
               the Borrower or any Guarantor;

          (e)  the Borrower may issue its common stock and options, warrants or
               other equity awards with respect to its common stock under any
               stock option, stock incentive or similar plan of the Borrower;
               and

          (f)  the Borrower may redeem, purchase or otherwise acquire not more
               than 200,000 shares of the Series A Preferred Stock issued as a
               part of the Preferred Shares Consideration (as defined in the
               Merger Agreement) at a price not to exceed $25 per share.

         9.6. Issuance of Stock. Issue any Capital Stock or permit any
Subsidiary to issue any Capital Stock; provided, however, that

          (a)  the Borrower may issue common stock and may issue preferred stock
               to the extent the aggregate of all preferred stock outstanding
               does not require the payment of dividends other than as permitted
               under Section 9.5, and provided such preferred stock is not
               redeemable, payable or subject to being required to be purchased
               or otherwise retired or extinguished (i) at a fixed or
               determinable date, whether by operation of a sinking fund or
               otherwise, (ii) at the option of any Person other than the
               Borrower or (iii) upon the occurrence of a condition not solely
               within the control of the Borrower, such as a redemption required
               to be made out of future earnings; and

          (b)  any Subsidiary of the Borrower may issue Capital Stock to the
               Borrower or to any Guarantor.

         9.7. Fundamental Changes. Directly or indirectly (whether in one
transaction or a series of transactions), or permit any of its Subsidiaries
directly or indirectly (whether in one transaction or a series of transactions)
to:

          (a)  consummate any transaction of merger, consolidation or
               amalgamation;

          (b)  liquidate, wind up or dissolve itself (or suffer any liquidation
               or dissolution);

          (c)  make any Asset Acquisition; or



                                      -92-
<PAGE>


          (d)  make any material change in the business conducted by the
               Borrower and its Subsidiaries as set forth in Section 8.6;

provided, however, that:

          (1)  notwithstanding clause (a) of this Section 9.7, the merger,
               consolidation or amalgamation of any Solvent Subsidiary of the
               Borrower with any Guarantor shall be permitted, provided that
               such Guarantor is the surviving entity in the transaction;

          (2)  notwithstanding clause (a) of this Section 9.7, the merger,
               consolidation or amalgamation of any Solvent Subsidiary of the
               Borrower with the Borrower shall be permitted, provided that the
               Borrower is the surviving entity in the transaction; and

          (3)  notwithstanding clause (b) of this Section 9.7, the Borrower may
               permit the dissolution of any of its Subsidiaries (and any such
               Subsidiary may suffer such dissolution) if at the time of such
               dissolution such Subsidiary has no assets, engages in no business
               and otherwise has no activities other than activities related to
               the maintenance of its existence and good standing.

         9.8. Capital Expenditures. Make or commit to make Capital Expenditures
in an aggregate amount exceeding $2,500,000 in any Fiscal Year, excluding
Capital Expenditures fully reimbursed in cash by its customer (without any
corresponding obligation by the Borrower or any of its Subsidiaries) within
sixty (60) days of the making of such Capital Expenditures.

         9.9. Transactions With Affiliates. Enter into, or permit any of its
Subsidiaries to enter into, any transaction or series of related transactions
(including any purchase, sale, lease or exchange of any property or the
rendering of any service) with, or for the benefit of, any of its Affiliates
(each an "Affiliate Transaction"), other than:

          (a)  reasonable compensation and out-of-pocket expenses paid to, and
               indemnity provided on behalf of, officers, directors or employees
               of the Borrower or any Subsidiary of the Borrower as determined
               in good faith by the Borrower's board of directors or senior
               management;

          (b)  transactions between or among the Borrower and one or more of its
               Subsidiaries or exclusively between or among one or more of the
               Borrower's Subsidiaries; provided that such transactions are not
               otherwise prohibited by this Agreement;

          (c)  Restricted Payments not otherwise prohibited by this Agreement;
               and

          (d)  Affiliate Transactions conducted in good faith, the terms of
               which are fair and reasonable to the Borrower or such Subsidiary
               and that are no less favorable to the Borrower or such Subsidiary
               than those that might reasonably have been obtained in a
               comparable transaction at such time on an arm's-length basis from
               a Person that is not an Affiliate of the Borrower or such
               Subsidiary.



                                      -93-
<PAGE>


         9.10. Agreements Restricting the Borrower and its Subsidiaries. Enter
into or become a party to, or permit any of its Subsidiaries to enter into or
become a party to, any agreement with any Person (excluding this Agreement and
the other Loan Documents) that in any way prohibits, restricts or limits the
ability of the Borrower or any such Subsidiary to:

          (a)  transfer cash or other assets to the Borrower or any of its
               Subsidiaries, or

          (b)  create, incur, assume or suffer to exist any Lien with respect to
               any real or personal property, fixtures, revenues or other assets
               whatsoever, whether now owned or hereafter acquired, of the
               Borrower or any such Subsidiary.

         9.11. Limitation on Modifications of Indebtedness and Modifications of
Certificate of Incorporation, By Laws and Certain Other Agreements, Etc.

          (a)  amend or modify, or permit the amendment or modification of, any
               provision of any instrument, document or agreement relating to
               the Series A Preferred Stock if the effect of such amendment or
               modification thereof, together with all other amendments or
               modifications thereof, is to increase materially the obligations
               of the Borrower thereunder, or to confer any additional rights on
               the holder(s) thereof, in a manner that reasonably could be
               expected to be materially adverse to any Credit Party or the
               Lenders;

          (b)  amend or modify, or permit the amendment or modification of, any
               provision of any Subordinated Indebtedness, or make any payment
               consistent with any amendment or modification thereof or change
               thereto, if the effect of such amendment, modification or change
               is to increase the interest rate on such Subordinated
               Indebtedness, change (to earlier dates) any dates upon which
               payments of principal or interest are due thereon, change any
               event of default or condition to an event of default with respect
               thereto (other than to eliminate any such event of default or
               increase any grace period related thereto), change the
               redemption, prepayment or defeasance provisions thereof, or
               change the subordination provisions thereof or of any guaranty
               thereof or any collateral therefor (other than to release such
               guaranty or collateral), or if the effect of such amendment or
               modification thereof or change thereto, together with all other
               amendments, modifications or changes made, is to increase
               materially the obligations of the obligor thereunder, or to
               confer any additional rights on the holder(s) thereof (or a
               trustee or other representative on their behalf), in a manner
               that reasonably could be expected to be materially adverse to any
               Credit Party or the Lenders;

          (c)  except as expressly permitted by Section 9.5 or Section 9.6, make
               (or give any notice in respect thereof) any voluntary or optional
               payment or prepayment on or redemption or acquisition for value
               (including, without limitation, by way of depositing with the
               trustee with respect thereto monies or securities before due for
               the purpose of paying when due) or exchange of, or any prepayment
               or redemption as a result of any asset sale, change of control or
               similar event of any Subordinated Indebtedness or any Series A
               Preferred Stock; or



                                      -94-
<PAGE>


          (d)  amend, modify or change its certificate of incorporation,
               articles of incorporation, charter, bylaws or other
               organizational documents (including, without limitation, by the
               filing or modification of any certificate of designation) or any
               agreement entered into by it with respect to its Capital Stock
               (including any shareholders' agreement), or enter into any new
               agreement with respect to its Capital Stock, other than any
               amendments, modifications or changes pursuant to this paragraph
               (d) or any such new agreements pursuant to this paragraph (d)
               that do not in any way materially adversely affect the interests
               of the Lenders or that may be required to issue new capital stock
               permitted to be issued pursuant to Section 9.6.

         9.12. ERISA.

          (a)  terminate or permit any of its Subsidiaries to terminate any Plan
               so as to result in any material liability to the PBGC;

          (b)  engage or permit any of its Subsidiaries to engage in any
               "prohibited transaction" (as defined in Section 4975 of the Code)
               involving any Plan that would result in a material liability for
               an excise tax or civil penalty in connection therewith;

          (c)  incur or suffer to exist, or permit any of its Subsidiaries to
               incur or suffer to exist, any material "accumulated funding
               deficiency" (as defined in Section 302 of ERISA), regardless of
               whether waived, involving any Plan; or

          (d)  allow or suffer to exist, or permit any of its Subsidiaries to
               allow or suffer to exist, any event or condition that presents a
               material risk of incurring a material liability to the PBGC by
               reason of the termination of any Plan.

         9.13. Maintenance of Material Contracts. Without the prior written
consent of Requisite Lenders, enter into, or permit any of its Subsidiaries to
enter into, an agreement to cancel, terminate or surrender, or enter into any
material amendment of, any Material Contract, unless the cumulative effect of
all such cancellations, terminations, surrenders and amendments will not have a
Material Adverse Effect.

         9.14. Adverse Transactions. Enter into or become a party to, or permit
any of its Subsidiaries to enter into or become a party to, any transactions the
performance of which in the future is reasonably likely to have a Material
Adverse Effect.


                                   ARTICLE 10

                               FINANCIAL COVENANTS

         10.1. Financial Covenants. So long as any Obligations are unpaid or
outstanding, any Obligation under the Loan Documents is unperformed or any of
the Commitments are in effect, the Borrower shall not:



                                      -95-
<PAGE>


         10.1.1. Funded Indebtedness to EBITDA Ratio. Permit the Funded
Indebtedness to EBITDA Ratio (a) as of the end of any Fiscal Quarter ending
prior to December 31, 2004 to be greater than 2.50 to 1.00, and (b) as of the
end of any Fiscal Quarter ending on or after December 31, 2004 but prior to
December 31, 2005 to be greater than 2.00 to 1.00, and (c) as of the end of any
Fiscal Quarter ending on or after December 31, 2005 to be greater than 1.75 to
1.00.

         10.1.2. Funded Indebtedness to Capitalization Ratio. Permit the Funded
Indebtedness to Capitalization Ratio as of the end of any Fiscal Quarter to be
greater than 0.35 to 1.00.

         10.1.3. Fixed Charge Coverage Ratio. Permit the Fixed Charge Coverage
Ratio (a) as of the end of any Fiscal Quarter ending prior to December 31, 2004
to be less than 1.25 to 1.00, (b) as of the end of any Fiscal Quarter ending on
or after December 31, 2004 but prior to December 31, 2005 to be less than 1.40
to 1.00, and (c) as of the end of any Fiscal Quarter ending on or after December
31, 2005 to be less than 1.50 to 1.00.

         10.2. Guarantor Solvency. So long as any Obligations are outstanding,
unpaid or unperformed or any of the Commitments are in effect, each of the
Guarantors at all times shall be Solvent.


                                   ARTICLE 11

                     EVENTS OF DEFAULT AND LENDERS' REMEDIES

         11.1. Events of Default. Any one or more of the following described
events shall constitute an Event of Default hereunder, whether such occurrence
shall be voluntary or involuntary, or come about or be effected by operation of
law or otherwise:

         11.1.1. Failure to Pay Loans, Etc. The Borrower shall fail to pay (a)
when due, any principal payable in respect of the Loans or the Letter of Credit
Liabilities, or (b) within three (3) days of the date due, any interest payable
in respect of the Loans or the Letter of Credit Liabilities, any Credit Fees or
other fees due hereunder or any other amount payable in respect of the Loans,
the Letter of Credit Liabilities, the Credit Fees or any of the other
Obligations.

         11.1.2. Failure to Perform Certain Covenants. The Borrower shall fail
to perform or observe any of its covenants and agreements set forth in Sections
8.1, 8.3, 8.9, 8.10 and 8.12 and in Articles 9 and 10.

         11.1.3. Failure to Perform Agreements Generally. The Borrower or any
other Credit Party shall fail to perform or observe any of its other covenants
and agreements set forth in this Agreement (other than those described in
Sections 11.1.1 and 11.1.2) or the other Loan Documents, and such failure shall
continue for more than fifteen (15) days after the earlier of (a) written notice
from the Administrative Agent to the Borrower or


                                      -96-
<PAGE>


such Credit Party, as applicable, of the existence of such Default or (b) the
date any Responsible Officer of the Borrower or such Credit Party, as
applicable, first obtains knowledge of such failure.

         11.1.4. Defaults Under Other Loan Documents. Any default or event of
default shall occur under any other Loan Document, and, if subject to a cure
right, shall fail to be cured or corrected within the applicable cure period.

         11.1.5. False Statements. Any representation or warranty of the
Borrower or any other Credit Party set forth in this Agreement, the Notes or the
other Loan Documents or in any other certificate, opinion or other statement at
any time provided by or on behalf of the Borrower or any Credit Party in
connection herewith or therewith shall prove to be false or misleading in any
material respect at the time made or given.

         11.1.6. Voluntary Insolvency Proceedings, Etc. The Borrower, any other
Credit Party or any of the Borrower's other Subsidiaries (a) shall commence a
voluntary case or other proceeding seeking dissolution, liquidation,
reorganization or other relief with respect to itself or its debts under any
bankruptcy, insolvency or other similar law now or hereafter in effect or
seeking the appointment of a receiver, trustee, liquidator, custodian or other
similar official with respect to it or any substantial part of its property, (b)
shall consent to any such relief or to the appointment of, or the taking of
possession of any of its property by, any such official in any involuntary case
or other proceeding commenced against it, (c) shall make a general assignment
for the benefit of creditors, (d) shall take any action to authorize any of the
foregoing, or (e) shall become insolvent or fail generally to pay its debts as
they become due.

         11.1.7. Involuntary Insolvency Proceedings, Etc. Any involuntary case
or other proceeding shall be commenced against the Borrower, any other Credit
Party or any of the Borrower's other Subsidiaries seeking dissolution,
liquidation, reorganization or other relief with respect to it or its debts
under any bankruptcy, insolvency or other similar law now or hereafter in effect
or seeking the appointment of a receiver, trustee, liquidator, custodian or
other similar official with respect to it or any substantial part of its
property, and (a) an order for relief (or the equivalent) shall be entered in
such involuntary case or other proceeding or (b) such involuntary case or other
proceeding shall remain undismissed and unstayed for a period of forty-five (45)
days after the commencement thereof.

         11.1.8. Failure to Perform Other Obligations. The Borrower, any other
Credit Party or any of the Borrower's other Subsidiaries shall (a) fail to pay
any amount of any Indebtedness or interest thereon, or (b) fail to observe or
perform any term, covenant or agreement contained in any Contractual Obligation
(including Contractual Obligations evidencing, securing or relating to any
Indebtedness) executed by it, which failure (i) would cause or permit the holder
or holders or beneficiary or beneficiaries of such Indebtedness (or any agent or
trustee on their behalf) to cause such Indebtedness to become due or otherwise
payable prior to its stated maturity, so long as the aggregate principal amount
of all such Indebtedness that would then become due or payable would


                                      -97-
<PAGE>


equal or exceed $100,000, or (ii) would impair the Administrative Agent's, the
Lenders' or the Issuing Bank's rights or the performance of the obligations of
the Borrower, any other Credit Party or any of the Borrower's other Subsidiaries
under this Agreement, the Notes or the other Loan Documents or the business or
operations of the Borrower, any other Credit Party or any of the Borrower's
other Subsidiaries; unless in the case of a Contractual Obligation that is not
for borrowed money, such failure of performance is being contested by the
Borrower or such Credit Party or other Subsidiary in good faith and adequate
reserves with respect thereto have been established on the books of the Borrower
or such Credit Party or other Subsidiary in conformity with GAAP.

         11.1.9. Judgments; Legal Process. One or more judgments, decrees or
orders for the payment of money shall be entered, or any judgment lien shall be
filed, or any writ of execution, attachment, garnishment or other legal process
shall be issued, against the Borrower, any other Credit Party or any of the
Borrower's other Subsidiaries, or any of the property thereof, which by itself
or together with all other such legal processes is for an amount more than
$100,000 in excess of any applicable and collectible insurance coverage, and
which shall remain unvacated, unbonded or unstayed for a period of thirty (30)
days, or in any event later than five (5) days prior to the date of any proposed
sale thereunder.

         11.1.10. Condemnation of Property. A material part of the property of
the Borrower, any other Credit Party or any of the Borrower's other Subsidiaries
shall be condemned, seized or otherwise appropriated, and the condemnation award
is materially less than the book value of such property at the date hereof (if
such property was owned by the Borrower, a Credit Party or another Subsidiary of
the Borrower on the date hereof) or at the time such property was acquired by
the Borrower or such Credit Party or other Subsidiary (if such property was
acquired by the Borrower or such Subsidiary after the date hereof).

         11.1.11. Suspension of Business. The Borrower, any other Credit Party
or any of the Borrower's other Subsidiaries shall voluntarily suspend the
transaction of its business for more than five (5) Business Days in any Fiscal
Year without the prior express written consent of Requisite Lenders.

         11.1.12. ERISA. (a) The Borrower or any Commonly Controlled Entity
shall engage in any "prohibited transaction" (as defined in ERISA or Section
4975 of the Code) involving any Plan, (b) any "accumulated funding deficiency"
(as defined in ERISA), regardless of whether waived, shall exist with respect to
any Plan, (c) a Reportable Event shall occur with respect to, or a proceeding
shall commence to have a trustee appointed, or a trustee shall be appointed, to
administer or to terminate, any Single Employer Plan, which Reportable Event or
proceeding presents a material risk of termination of such Plan for purposes of
Title IV of ERISA, and, in the case of a Reportable Event, shall continue
unremedied for ten (10) days after notice of such Reportable Event is given
pursuant to Section 4043(a), (c) or (d) of ERISA and, in the case of such
proceeding, shall continue for ten (10) days after commencement thereof, (d) any
Single Employer Plan shall terminate for purposes of Title IV of ERISA, (e) the



                                      -98-
<PAGE>

withdrawal or partial withdrawal by the Borrower or any Commonly Controlled
Entity from any Multi-Employer Plan, or (f) the reorganization or insolvency of
a Plan or any other event or condition shall occur or exist with respect to a
Plan and in each case in clauses (a) through (f) above, such event or condition
together with all other such events or conditions, if any, could subject the
Borrower, any other Credit Party or any of the Borrower's other Subsidiaries to
any tax, penalty or other liability in excess of $50,000 or otherwise would have
a Material Adverse Effect.

         11.1.13. Validity of Loan Documents. Any of the Loan Documents or any
provision thereof, for any reason whatsoever, shall cease to be binding on the
Borrower, any other Credit Party or any of the Borrower's other Subsidiaries as
is a party thereto, or the Borrower or any such Credit Party or other Subsidiary
shall so assert.

         11.1.14. Guaranty Obligations. Any Guarantor shall default in the
performance or observance of its guarantee under the Guaranty, or such guarantee
for any reason whatsoever shall cease to be a valid and binding obligation of
any such Guarantor, or any such Guarantor shall so assert.

         11.1.15. Failure of Lien. Any Security Document, after delivery thereof
pursuant to this Agreement, for any reason shall cease to create a valid Lien on
any of the Collateral purported to be covered thereby or, after recordation of
such Security Document as provided in this Agreement, shall cease to be a
perfected and first priority Lien on such Collateral, subject only to Permitted
Liens.

         11.1.16. Defaults under Material Contracts. Any default or event of
default shall occur under any Material Contract, and, if subject to a cure
right, shall fail to be cured or corrected within the applicable cure period,
unless such default would not have a Material Adverse Effect.

         11.1.17. Material Adverse Change. Any Material Adverse Change shall
occur.

         11.1.18. Change of Control. An event, or series of events, shall occur
that constitutes or results in a Change of Control.

         11.2. Lenders' Remedies. Upon the occurrence of an Event of Default or
at any time thereafter, and in each and every case, unless such Event of Default
shall have been remedied or waived in writing by Requisite Lenders, any one or
all of the following actions may be taken:

          (a)  upon the request of Requisite Lenders, the Administrative Agent
               shall, by notice to the Borrower terminate any or all of the
               Commitments, whereupon such Commitments of the Lenders thereunder
               immediately shall terminate; provided, however, that upon the
               occurrence of any event specified in either Section 11.1.6 or
               Section 11.1.7 the Commitments shall terminate automatically
               without further action by the Administrative Agent, the Lenders
               or the Issuing Bank;



                                      -99-
<PAGE>


          (b)  upon request of Requisite Lenders, the Administrative Agent shall
               declare all outstanding Obligations and other amounts owing under
               this Agreement, the Notes and the other Loan Documents to be due
               and payable immediately, and all such Obligations and other
               amounts immediately shall be due and payable, without
               presentment, demand, protest or notice of any kind, all of which
               are hereby expressly waived to the extent permitted by applicable
               law; provided, however, that upon the occurrence of any event
               specified in either Section 11.1.6 or Section 11.1.7 all such
               Obligations and other amounts immediately shall be due and
               payable in full without declaration or other notice;

          (c)  the Administrative Agent immediately, and without expiration of
               any period of grace, may enforce payment of all Obligations, and
               the Administrative Agent shall be entitled to all remedies
               available hereunder or thereunder; and

          (d)  the Administrative Agent shall be entitled to exercise, for the
               ratable benefit of the Lenders, the Issuing Bank and the
               Administrative Agent, all other rights, powers, privileges,
               options and remedies available under or by virtue of the Loan
               Documents or otherwise available at law or in equity. 11.3.
               Actions in Respect of Letters of Credit.

         11.3.1. Collateral Account. If an Event of Default shall have occurred
and be continuing, the Administrative Agent may, and upon the request of
Requisite Lenders shall, whether in addition to the taking by the Administrative
Agent of any of the actions described in Section 11.2 or otherwise, make demand
upon the Borrower to, and forthwith upon such demand the Borrower will, pay to
the Administrative Agent at its Lending Office, for the ratable benefit of the
Lenders, the Issuing Bank and the Administrative Agent, in immediately available
(same day) funds for deposit in a Collateral Account to be maintained for the
ratable benefit of the Lenders, the Issuing Bank and the Administrative Agent at
such place as shall be designated by the Administrative Agent, an amount equal
to the amount of the Letter of Credit Liabilities.

         11.3.2. Security Interest. The Borrower hereby pledges and assigns to
the Administrative Agent, for the ratable benefit of the Lenders, the Issuing
Bank and the Administrative Agent, and grants to the Administrative Agent for
the ratable benefit of the Lenders, the Issuing Bank and the Administrative
Agent, a lien on and a security interest in any Collateral Account established
pursuant to Section 11.3.1, all cash deposited therein, all notes, certificates
and instruments, if any, from time to time representing or evidencing the
Collateral Account and all interest and other earnings thereon, additions
thereto, substitutions therefor and proceeds thereof. The lien and security
interest granted hereby secures the payment of all of the Obligations.

         11.3.3. Application of Proceeds. The Borrower hereby authorizes the
Administrative Agent to apply, from time to time after funds are deposited in
the Collateral Account, funds then held in the Collateral Account to the payment
of any amounts, in such order as the Administrative Agent may elect, as shall
have become or


                                     -100-
<PAGE>


shall become due and payable by the Borrower to the Lenders in respect of the
Letter of Credit Liabilities and thereafter to the satisfaction of the other
Obligations.

         11.3.4. Investments. Neither the Borrower nor any other Credit Party,
nor any Person claiming or acting on behalf of or through the Borrower or any
other Credit Party, shall have any right to withdraw any of the funds held in
the Collateral Account, except as provided in Section 11.3.8; provided, however,
that with the consent of the Administrative Agent, and to the extent that there
is an amount in excess of $100,000 in the Collateral Account at the end of any
Business Day after taking into account applications of funds, if any, from the
Collateral Account made pursuant to Section 11.3.8, the Administrative Agent
may, at the written request of the Borrower, from time to time invest amounts on
deposit in the Collateral Account in Cash Equivalents; provided further that in
order to provide the Administrative Agent with a perfected security interest
therein, each investment in Cash Equivalents shall be evidenced by negotiable
certificates or instruments of which the Administrative Agent shall take
physical possession. If the Borrower or any other Credit Party shall have the
right to have any amounts on deposit in the Collateral Account invested by the
Administrative Agent, but shall have failed to request the Administrative Agent
to invest such amounts, the Administrative Agent will endeavor to invest such
amounts in such Cash Equivalents as the Administrative Agent shall select;
provided, however, that in order to provide the Administrative Agent with a
perfected security interest therein, each such investment in Cash Equivalents
shall be evidenced by negotiable certificates or instruments of which the
Administrative Agent shall take physical possession. Any interest or other
proceeds received by the Administrative Agent in respect of Cash Equivalents
that are not invested or reinvested in Cash Equivalents as provided above shall
be deposited and held in cash in the Collateral Account under the sole dominion
and control of the Administrative Agent and shall be applied as provided in
Section 11.3.3.

         11.3.5. Further Liens. The Borrower will not sell or otherwise dispose
of any interest in the Collateral Account or the funds on deposit therein or
create or permit to exist any Lien on or with respect to the Collateral Account
or the funds on deposit therein except for the security interest created by this
Section 11.3.

         11.3.6. Remedies.

          (a)  Requisite Lenders, in their sole discretion, may without notice
               to the Borrower or any other Credit Party except as required by
               law and at any time and from time to time, direct any Lender to
               charge, set-off and otherwise apply all or any part of first, the
               Letter of Credit Liabilities and second, the other Obligations,
               against the Collateral Account, or any part thereof, in such
               order as the Administrative Agent shall elect. The Administrative
               Agent agrees to notify promptly the Borrower or such Guarantor
               after any such set-off and application made by any Lender, at the
               direction of Requisite Lenders, provided that the failure to give
               such notice shall not affect the validity of such set-off and
               application. The rights of the Lenders under this Section 11.3.6



                                     -101-
<PAGE>

               are in addition to other rights and remedies (including other
               rights of set-off) that any Lender may have.

          (b)  The Administrative Agent, in its sole discretion, may exercise in
               respect of the Collateral Account, in addition to the other
               rights and remedies provided for herein or otherwise available to
               it, all the rights and remedies of a secured party upon default
               under the UCC, and the Administrative Agent may, without notice
               except as specified below, sell the Collateral or any part
               thereof in one or more parcels at public or private sale, at any
               office of the Administrative Agent or elsewhere, for cash, on
               credit or for future delivery, and upon such other terms as the
               Administrative Agent may deem commercially reasonable. The
               Borrower agrees that to the extent notice of sale shall be
               required by law, at least ten (10) days' notice of the time and
               place of any public sale or the time after which any private sale
               is to be made shall constitute reasonable notice. The
               Administrative Agent shall not be obligated to make any sale of
               the Collateral or any part thereof, regardless of notice of sale
               having been given. The Administrative Agent may adjourn any
               public or private sale from time to time by announcement at the
               time and place fixed therefor, and such sale may, without further
               notice, be made at the time and place to which it was so
               adjourned.

          (c)  Any cash or other property held in the Collateral Account, and
               all proceeds received by the Administrative Agent in respect of
               any sale of, collection from or other realization upon all or any
               part of the Collateral Account may, in the discretion of the
               Administrative Agent, then or at any time thereafter be applied
               (after payment of any amounts payable pursuant to this Section
               11.3) in whole or in part by the Administrative Agent for the
               ratable benefit of the Lenders, the Issuing Bank and the
               Administrative Agent against all or any part of the Obligations
               in such order as the Administrative Agent may elect.

         11.3.7. Preservation of the Collateral Account. The Administrative
Agent shall be deemed to have exercised reasonable care in the custody and
preservation of the Collateral Account if the Collateral Account is accorded
treatment substantially equal to that which the Administrative Agent accords its
own property, it being understood that the Administrative Agent shall not have
any responsibility or liability (a) for ascertaining or taking action with
respect to calls, conversions, exchanges, maturities, tenders or other matters
relative to any Cash Equivalents, regardless of whether the Administrative Agent
has or is deemed to have knowledge of such matters, (b) for taking any necessary
steps to preserve rights against any parties with respect to the Collateral
Account, (c) for the collection of any proceeds from Cash Equivalents, (d) by
reason of any invalidity, lack of value or uncollectability of any of the
payments received by the Administrative Agent from obligors with respect to Cash
Equivalents, (e) for any loss resulting from investments made in compliance with
Section 11.3.4, except to the extent such loss was attributable to the
Administrative Agent's gross negligence or willful misconduct in complying with
Section 11.3.4, as determined by a final judgment of a court of competent
jurisdiction, or (f) in connection with any investments made in compliance with



                                     -102-
<PAGE>

Section 11.3.4 without a written request from the Borrower or any Guarantor, or
any failure by the Administrative Agent to make any such investment.

         11.3.8. Surplus Funds. Any surplus funds held in the Collateral Account
and remaining after the Obligations are fully satisfied shall be paid to the
Borrower or such other Person(s) as may be lawfully entitled to receive such
surplus.


                                   ARTICLE 12

                            THE ADMINISTRATIVE AGENT

         12.1. Appointment. Each Lender hereby (a) irrevocably appoints Bank of
America as the Administrative Agent for such Lender and the other Lenders under
this Agreement, the Notes and the other Loan Documents, and (b) irrevocably
authorizes the Administrative Agent to take such action on its behalf under the
provisions of this Agreement, the Notes 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, the Notes and the other
Loan Documents, together with such other powers as are reasonably incidental
thereto. The Administrative Agent shall, among other things, take such actions
as the Administrative Agent is authorized to take pursuant to this Agreement,
the Notes and the other Loan Documents. As to any matters not expressly provided
for in this Agreement, the Administrative Agent may, but shall not be required
to, exercise any discretion or take any action; however, the Administrative
Agent shall be required to act or to refrain from acting upon the written
instructions of Requisite Lenders if the Administrative Agent shall be
indemnified to its satisfaction by the Lenders against any and all liability and
expense that may be incurred by it by reason of so acting or refraining from
acting. Notwithstanding anything to the contrary herein, the Administrative
Agent shall have no duties, responsibilities or fiduciary relationships with any
Lender except those expressly set forth in this Agreement, the Notes and the
other Loan Documents, and no implied covenants, responsibilities, duties,
obligations or liabilities shall be read into this Agreement, the Notes or the
other Loan Documents or otherwise exist against the Administrative Agent.

         12.2. Delegation of Duties. The Administrative Agent may exercise any
of its powers or execute any of its duties under this Agreement, the Notes and
the other Loan Documents by or through one or more agents or attorneys-in-fact
and shall be entitled to obtain, and to rely on, advice of counsel concerning
all matters pertaining to such rights and duties. The Administrative Agent may
utilize the services of such agents and attorneys-in-fact as the Administrative
Agent in its sole discretion reasonably determines, and all reasonable fees and
expenses of such agents and attorneys-in-fact shall be paid by the Borrower on
demand. The Administrative Agent shall not be responsible for the negligence or
misconduct of any agents or attorneys-in-fact selected by the Administrative
Agent in good faith.

         12.3. Limitation of Liability. No Agent-Related Person shall be (a)
liable for any waiver, consent or approval given or any action taken or omitted
to be taken by any of them under or in connection with this Agreement, the Notes
or the other Loan Documents, if


                                     -103-
<PAGE>


authorized or permitted hereunder, except for its own gross negligence or
willful misconduct, or (b) responsible for the consequences of any oversight or
error in judgment by it whatsoever, except for its own gross negligence or
willful misconduct. No Agent-Related Person shall be responsible for (i) the
execution, validity, genuineness, effectiveness, sufficiency, enforceability,
perfection or priority of this Agreement, the Notes or the other Loan Documents,
(ii) the collectability of any amounts owing under this Agreement, the Notes or
the other Loan Documents, (iii) the value, sufficiency, enforceability,
perfection or collectability of any Collateral, (iv) the failure by the Borrower
or any other Credit Party to perform its obligations under this Agreement, the
Notes or the other Loan Documents or to observe any conditions hereof or
thereof, (v) the truth, accuracy and completeness of the recitals, statements,
representations or warranties made by the Borrower or any other Credit Party or
any officer or agent thereof contained in this Agreement, the Notes or the other
Loan Documents, or in any certificate, report, statement, document or other
writing referred to or provided for in, or received by the Administrative Agent
in connection with, this Agreement, the Notes or the other Loan Documents
believed by the Administrative Agent to be genuine and correct and to have been
signed, sent or made by the proper Person or Persons.

         12.4. Reliance by the Administrative Agent. The Administrative Agent
shall not have any obligation (a) to ascertain or to inquire as to the
observance or performance of any of the conditions, covenants or agreements in
this Agreement, the Notes or the other Loan Documents or in any document,
instrument or agreement at any time constituting, or intended to constitute,
Collateral, (b) to ascertain or inquire as to whether any notice, consent,
waiver or request delivered to it shall have been duly authorized or is genuine,
accurate and complete or (c) to inspect the properties, books or records of the
Borrower or any other Credit Party. The Administrative Agent shall be entitled
to rely, and shall be fully protected in relying (i) upon any note, writing,
resolution, notice, consent, certificate, affidavit, letter, cablegram,
telegram, facsimile, telex or teletype message, statement, order or other
document, instrument 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 (ii)
upon advice and statements of legal counsel (including counsel to the Borrower
and the other Credit Parties), independent accountants and other experts
selected by the Administrative Agent. The Administrative Agent may deem and
treat the payee of any Note as the owner thereof for all purposes unless a
written notice of the assignment, negotiation or transfer thereof, in accordance
with the provisions of this Agreement, shall have been delivered to the
Administrative Agent identifying the name of the subsequent payee or holder
thereof. The Administrative Agent shall be entitled to fail or refuse, and shall
be fully protected in failing or refusing, to take any action required or
permitted by it under this Agreement, the Notes or the other Loan Documents
unless (A) it first shall receive such advice or concurrence of Requisite
Lenders as it deems appropriate, or (B) it first shall be indemnified to its
satisfaction by the Lenders against any and all liability and expense that may
be incurred by it by reason of taking or continuing to take any such action. In
all cases the Administrative Agent shall be fully protected in acting, or in
refraining from acting, under this Agreement, the Notes or the other Loan
Documents in accordance with a request of Requisite 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.



                                     -104-
<PAGE>


         12.5. Notice of Default; Action by Administrative Agent. The
Administrative Agent shall not be deemed to have knowledge or notice of the
occurrence of any Default unless the Administrative Agent has received notice
from a Lender, the Borrower or any other Credit Party referring to this
Agreement, describing such Default and stating that such notice is a "Notice of
Default". If the Administrative Agent receives such a notice, the Administrative
Agent shall give telephonic and written notice thereof to the Lenders as soon as
is practicable. The Administrative Agent shall take such action with respect to
an Event of Default as shall be reasonably directed by Requisite Lenders;
provided, however, that unless and until the Administrative Agent shall have
received such directions, the Administrative Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect
to such Event of Default as it deems advisable in the best interests of the
Lenders.

         12.6. Non-Reliance on the Administrative Agent by the Other Lenders.
Each Lender expressly acknowledges that no Agent-Related Person has made any
representations or warranties to such Lender. No Agent-Related Person shall have
any obligation, responsibility or liability to any of the Lenders regarding the
creditworthiness or financial condition of the Borrower or any other Credit
Party or for any recitals, statements, information, representations or
warranties herein or in any document, certificate or other writing delivered in
connection herewith or for the execution, effectiveness, genuineness, validity,
enforceability, perfection, collectability, priority or sufficiency of this
Agreement or any other Loan Document. No act by the Administrative Agent
hereinafter taken, including any review of the Borrower or any other Credit
Party, shall be deemed to constitute any representation or warranty by any
Agent-Related Person to any Lender. Each Lender represents to the Administrative
Agent that, independently and without reliance upon any Agent-Related Person or
any other Lender and based on such documents and information as it has deemed
appropriate, it has made its own appraisal of and investigation into the
business, operations, property, financial and other condition and
creditworthiness of the Borrower and the other Credit Parties and has made its
own decision to enter into this Agreement and to make its Loans and otherwise
participate in the transactions hereunder. Each Lender also represents that,
independently and without reliance upon any Agent-Related Person or any other
Lender, and based on such documents and information as it deems appropriate at
the time, it shall continue to make its own credit analysis, appraisals and
decisions in taking or not taking action under this Agreement, the Notes 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 the or any other Credit
Parties. The Administrative Agent shall not be required to make any inquiry
concerning the performance or observance of any of the terms, provisions or
conditions of this Agreement or any other Loan Document, or the financial
condition of the Borrower or any other Credit Party or the existence or possible
existence of any Default. Except for notices, reports and other documents
expressly required to be furnished to the Lenders by the Administrative Agent
hereunder, the Administrative Agent shall have no obligation or liability to
provide any Lender with any credit or other information concerning the business,
operations, property, financial and other condition or creditworthiness of the
Borrower and the other Credit Parties that may come into the possession of any
Agent-Related Person.

         12.7. Indemnification. Each of the Lenders shall indemnify, defend and
hold harmless each Agent-Related Person (to the extent not reimbursed by the
Borrower and without limiting


                                     -105-
<PAGE>


the obligation of the Borrower to do so), ratably according to their respective
Percentages, from and against any and all claims, demands, lawsuits, costs,
expenses, fees, liabilities, obligations, losses, damages, actions, recoveries,
judgments, suits, costs, expenses or disbursements of any kind whatsoever,
including interest, penalties and reasonable attorneys' and paralegals' fees and
costs and amounts paid in settlement of any of the foregoing, whether direct,
indirect, consequential or incidental, that at any time (including at any time
following the satisfaction of the Obligations) may be imposed on, incurred by or
asserted against any Agent-Related Person in any way relating to, resulting from
or arising out of this Agreement, the Notes or the other Loan Documents, the
transactions contemplated hereby or any action taken or omitted by the
Administrative Agent under or in connection with any of the foregoing; provided,
however, that no Lender shall be liable for the payment of any portion of such
claims, demands, lawsuits, costs, expenses, fees, liabilities, obligations,
losses, damages, actions, remedies, judgments, suits, costs, expenses or
disbursements to the extent such result arose solely from the purportedly
indemnified Person's gross negligence or willful misconduct. Action taken in
accordance with the directions of Requisite Lenders in no event shall be deemed
to constitute gross negligence or willful misconduct for purposes of this
Section 12.7. The agreements in this Section 12.7 shall survive the repayment of
the Loans and the satisfaction of the other Obligations and shall be in addition
to and not in lieu of any other indemnification agreements set forth in the Loan
Documents.

         12.8. Payments. If in the opinion of the Administrative Agent, the
distribution of any amount received by the Administrative Agent in such capacity
under this Agreement, the Notes or the other Loan Documents might involve it in
liability, the Administrative Agent may refrain from making the distribution
thereof until the Administrative Agent's right to make such distribution shall
have been adjudicated by a court of competent jurisdiction. If a court of
competent jurisdiction shall adjudge that any amount received from and
distributed by the Administrative Agent in such capacity as Administrative Agent
is to be repaid, each Person to whom any such distribution shall have been made
either (a) shall repay to the Administrative Agent its proportionate share of
the amount so adjudged to be repaid, or (b) shall repay the same in such manner
and to such Persons as shall be determined by such court.

         12.9. Administrative Agent in Its Individual Capacity. The
Administrative Agent in its individual capacity, and its Affiliates, may make
loans and other financial accommodations to, accept deposits from and generally
engage in any kind of business with the Borrower and its Subsidiaries as though
the Administrative Agent were not the Administrative Agent hereunder. With
respect to Loans made or renewed by it, any Notes issued to it and its
participation in the Letter of Credit Liabilities, the Administrative Agent in
its individual capacity shall have the same benefits, rights, powers and
privileges under this Agreement, the Notes and the other Loan Documents as any
other Lender and may exercise the same as though it were not the Administrative
Agent, and the terms "Lender", "Lenders" and "Requisite Lenders" shall include
the Administrative Agent in its individual capacity.

         12.10. Successor Administrative Agent. The Administrative Agent may
resign as such upon thirty (30) days' prior written notice to the Lenders. If
the Administrative Agent shall resign as such under this Agreement, then
Requisite Lenders shall appoint from among the Lenders a successor agent for the
Lenders, which successor agent shall be reasonably acceptable



                                     -106-
<PAGE>


to the Borrower; provided, however, that (i) acceptability to the Borrower shall
not be required if a Default has occurred and is continuing, and (ii) if no
successor agent has accepted appointment as Administrative Agent within thirty
(30) days after the resigning Administrative Agent's notice of resignation, the
notice of resignation nevertheless shall be effective and the Lenders shall
perform the duties of the Administrative Agent hereunder until such time, if
any, as Requisite Lenders have appointed a successor agent as provided above.
Upon acceptance of its appointment as successor agent, (a) such successor agent
shall succeed to the rights, powers, privileges and duties of the Administrative
Agent, (b) the retiring Administrative Agent shall be discharged of all its
obligations and liabilities in such capacity under this Agreement, the Notes and
the other Loan Documents, (c) the term "Administrative Agent" shall mean such
successor agent effective upon its appointment and (d) the retiring
Administrative Agent's rights, powers and duties as Administrative Agent shall
be terminated, without any other or further act or deed on the part of such
retiring Administrative Agent or any of the parties to this Agreement or any
holders of the Notes. After any retiring Administrative Agent's resignation
hereunder as Administrative Agent, the provisions of this Article 12 shall
continue to inure to its benefit as to any actions taken or omitted to be taken
by it while it was Administrative Agent under this Agreement.

         12.11. Other Agents, Arrangers and Managers. None of the Lenders or
other Persons identified on the cover page or signature pages of this Agreement
as a "syndication agent," "documentation agent", "co-agent", "co-documentation
agent", "book manager", "lead manager", "arranger", "lead arranger" or
"co-arranger" shall have any right, power, obligation, liability, responsibility
or duty under this Agreement other than, in the case of such Lenders, those
applicable to all Lenders as such. Without limiting the foregoing, none of the
Lenders or other Persons so identified shall have or be deemed to have any
fiduciary relationship with any Lender. Each Lender acknowledges that it has not
relied, and will not rely, on any of the Lenders or other Persons so identified
in deciding to enter into this Agreement or in taking or not taking action
hereunder.


                                   ARTICLE 13

                         ASSIGNMENTS AND PARTICIPATIONS

         13.1. Successors and Assigns. This Agreement, the Notes and the other
Loan Documents shall be binding on and shall inure to the benefit of the
Borrower, the Guarantors, the Administrative Agent, the Lenders, the Issuing
Bank and their respective successors and assigns, except as otherwise provided
herein or therein. Neither the Borrower nor any other Credit Party may assign,
transfer, hypothecate or otherwise convey any of its rights, benefits,
obligations or duties hereunder or thereunder without the prior express written
consent of the Lenders. Any purported assignment, transfer, hypothecation or
other conveyance by the Borrower or any other Credit Party without the prior
express written consent of all the Lenders shall be void. Neither the
Administrative Agent nor any of the Lenders may sell, assign, transfer, grant a
participation in or otherwise dispose of all or any portion of its interest in
this Agreement, the Notes or the other Loan Documents except as expressly
provided herein.



                                     -107-
<PAGE>


         13.2. Assignments.

         13.2.1. Assignments. With prior notice to the Borrower, each Lender may
assign (other than the sale of a participation) up to one hundred percent (100%)
of its right, title and interest under this Agreement, the Notes, the Letters of
Credit and the other Loan Documents (including all or a portion of its
Commitments and the same portion of the Loans at the time owing to it) to one or
more banks or other financial institutions; provided, however, that (a) each
such assignment shall be of a constant, and not a varying, percentage of all
such Lender's right, title and interest hereunder and thereunder, (b) such share
equals no less than $1,000,000 in the case of any one assignee, (c) any assignee
shall execute and deliver to the Administrative Agent an Assignment and
Assumption, and (d) a Lender may not assign any interest without the prior
approval of the Administrative Agent, the Issuing Bank and, in the absence of a
Default, the Borrower, which approval shall not be unreasonably withheld.
Notwithstanding the foregoing, any Lender may assign, as collateral or
otherwise, any of its rights (including such Lender's rights to payments of
principal or interest on the Notes) under this Agreement to any Federal Reserve
Bank without notice to or consent of the Administrative Agent, the Issuing Bank
or the Borrower.

         13.2.2. Procedure; Effect of Assignments. In connection with the sale,
assignment, transfer or other disposition (other than the sale of a
participation) of any of a Lender's right, title and interest under this
Agreement, the Notes, the Letters of Credit and the other Loan Documents to any
assignee in accordance with this Section 13.2, the appropriate parties shall
execute and deliver an Assignment and Assumption and the Administrative Agent
shall be paid a registration and processing fee of $3,500 by the assignee. Upon
compliance with the foregoing and from and after the effective date specified in
such Assignment and Assumption, (a) the transferor Lender no longer shall have
the rights, benefits and obligations under this Agreement, the Notes, the
Letters of Credit or the other Loan Documents to the extent of the interest
transferred (except for such rights, benefits and obligations that such Lender
would retain under or with respect to this Agreement, the Notes, the Letters of
Credit or the other Loan Documents upon payment in full of the Obligations), and
(b) the assignee shall become a Lender, shall succeed to the rights and benefits
and assume the obligations of such transferor Lender hereunder and thereunder to
the extent of the interest transferred.

         13.2.3. Actions by the Borrower. The Borrower hereby agrees that it
shall execute and deliver, at the request of the Administrative Agent (a) one or
more substitute Notes to the order of such Lenders to evidence the portions of
the Loans retained and sold and (b) any amendment to any Loan Document to
effectuate the provisions of this Section 13.2.

         13.3. Participations. Subject to the provisions of this Section 13.3,
each Lender shall have the right at any time to sell undivided participating
interests in all or any part of its Commitments, the Loans and the Letters of
Credit to one or more banks or other financial institutions; provided, however,
that (a) such sale or transfer shall not relieve such Lender of any obligation
or liability hereunder, (b) such Lender shall make and receive all payments for



                                     -108-
<PAGE>

the account of its participants and shall retain exclusively, and shall continue
to exercise exclusively, all rights of approval and administration available
hereunder with respect to such Lender's Commitments, the Loans and the Letters
of Credit, even after giving effect to the sale of any such participation
(although such Lender may at its option agree with its participants that it will
not consent to any matter described in clauses (2) , (3), (6) or (7) of
subsection 14.3.1(a) without their concurrence), and (c) such Lender shall make
such arrangements with its participants as may be necessary to accomplish the
foregoing. No such participant shall be a Lender for any purpose of this
Agreement, other than for purposes of Section 14.13, without the consent of the
Administrative Agent and the Issuing Bank.

         13.4. Disclosure. In connection with any assignments, participations or
offers therefor pursuant to this Article 13, each Lender may disclose to any
assignee or participant or prospective assignee or participant such information
pertaining to the Borrower, the Guarantors or any of their respective
Subsidiaries as such Lender may deem appropriate or such assignee or participant
or prospective assignee or participant may request; provided, however, that
prior to any such disclosure such assignee or participant or prospective
assignee or participant shall agree to preserve the confidentiality of any
confidential information relating to the Borrower or its Subsidiaries received
by it on the same basis as provided in this Section 13.4.

         13.5. Assignments and Participations as Units. No Lender shall assign
or sell any participation in its Commitments, the Loans or the Letters of
Credit, except in the form of units consisting of pro rata interests in its
Commitments, the Loans and the Letters of Credit.


                                   ARTICLE 14

                               GENERAL PROVISIONS

         14.1. Notices. Any notice, request, demand or other communication
required or permitted under this Agreement, the Notes or the other Loan
Documents shall be in writing and shall be deemed to be properly given (a) when
received, if personally delivered or sent by overnight courier with appropriate
confirmation of delivery, (b) two (2) Business Days after deposit in the mail,
if mailed by United States first class, certified or registered mail, postage
prepaid, (c) one (1) Business Day after deposit with a public telegraph company
for transmittal, charges prepaid, or (d) when received, if given by facsimile,
with appropriate confirmation, each to the appropriate address set forth below
or to such other address that any such party or the Administrative Agent may
designate by written notice to other parties.




                                     -109-
<PAGE>



         If to the Borrower or any Guarantor:

                  I-trax, Inc.
                  One Logan Square, Suite 2615
                  130 North 18th Street
                  Philadelphia, Pennsylvania  19103
                  Attn:  Chief Executive Officer
                  Facsimile No. (215) 557-7820

         with a copy to:

                  I-trax, Inc.
                  40 Burton Hills Boulevard, Suite 200
                  Nashville, Tennessee  37215
                  Attn:  Chief Financial Officer
                  Facsimile No. (615) 234-9988

         and to:

                  I-trax, Inc.
                  One Logan Square, Suite 2615
                  130 North 18th Street
                  Philadelphia, Pennsylvania  19103
                  Attn:  Yuri Rozenfeld, General Counsel
                  Facsimile No. (215) 557-7820


         If to any of the Lenders:

                  Their respective addresses as set forth with their signatures
on this Agreement.


         If to Bank of America as Administrative Agent or as Issuing Bank:

                  Healthcare Banking Group
                  (TN1-100-04-17)
                  Bank of America Plaza
                  414 Union Street
                  Nashville, Tennessee  37219-1697
                  Attn:  Elizabeth L. Knox
                  Facsimile No. (615) 749-4951



                                     -110-
<PAGE>


         with a copy to:

                  Bass, Berry & Sims PLC
                  315 Deaderick Street, Suite 2700
                  Nashville, Tennessee  37238
                  Attn:  James S. Tate, Jr.
                  Facsimile No. (615) 742-6293


         14.2. Entire Agreement. The execution and delivery of this Agreement
and the other Loan Documents supersede all the negotiations or stipulations
concerning the matters that preceded or accompanied the execution and delivery
hereof and thereof (other than with respect to fees payable pursuant to separate
agreements among the Borrower, the Administrative Agent and the Issuing Bank).
This Agreement, the Notes and the other Loan Documents also are intended, by the
parties hereto and thereto, as a complete and exclusive statement of the terms
and conditions hereof and thereof.

         14.3. Amendments, Waivers and Consents.

         14.3.1. Amendments, Waivers and Consents. No amendment or waiver of any
provision of this Agreement or any other Loan Document, and no consent to any
departure by the Borrower or any other Credit Party therefrom, shall be
effective unless in writing signed by Requisite Lenders and the Borrower or the
applicable Credit Party, as the case may be, and acknowledged by the
Administrative Agent, and each such waiver or consent shall be effective only in
the specific instance and for the specific purpose for which given; provided,
however, that:

          (a)  unless signed by each Lender directly affected thereby, no such
               amendment, waiver or consent shall:

               (1)  extend or increase the Commitment of any Lender (or
                    reinstate any Commitment terminated pursuant to Section
                    11.2) (it being understood and agreed that a waiver of any
                    condition precedent set forth in Section 6.2 or of any
                    Default or Event of Default or mandatory reduction in the
                    Commitments shall not constitute a change in the terms of
                    any Commitment of any Lender);

               (2)  extend or postpone any Maturity Date or any date fixed by
                    this Agreement or any other Loan Document for any payment
                    (excluding mandatory prepayments) of principal, interest,
                    fees or other amounts due to the Lenders (or any of them)
                    hereunder or under any other Loan Document;

               (3)  reduce the principal of, or the rate of interest specified
                    herein on, any Loan or any of the Letter of Credit
                    Liabilities, or any fees or other amounts payable hereunder
                    or under any other Loan Document;


                                     -111-
<PAGE>


                    provided, however, that only the consent of Requisite
                    Lenders shall be necessary to (A) amend the definition of
                    "Default Rate" or to waive any obligation of the Borrower to
                    pay interest at the Default Rate or (B) to amend any
                    financial covenant hereunder (or any defined term used
                    therein) even if the effect of such amendment would be to
                    reduce the rate of interest on any Loan or Letter of Credit
                    Liability or to reduce any fee payable hereunder;

               (4)  change any provision of this Agreement regarding pro rata
                    sharing or pro rata funding with respect to (A) the making
                    of advances (including participations), (B) the manner of
                    application of payments or prepayments of principal,
                    interest or fees, (C) the manner of application of
                    reimbursement obligations from drawings under Letters of
                    Credit, or (D) the manner of reduction of Commitments and
                    committed amounts;

               (5)  change any provision of this Section 14.3 or the definition
                    of "Requisite Lenders" or any other provision hereof
                    specifying the number or percentage of Lenders required to
                    amend, waive or otherwise modify any rights hereunder or
                    make any determination or grant any consent hereunder;

               (6)  except as the result of or in connection with a Disposition
                    not prohibited by Section 9.3, release all or substantially
                    all of the Collateral; or

               (7)  except as the result of or in connection with a dissolution,
                    merger or disposition of a Credit Party not prohibited by
                    Section 9.3 or Section 9.7, release the Borrower or
                    substantially all of the other Credit Parties from its or
                    their obligations under the Loan Documents (including their
                    respective Obligations under Article 5);

          (b)  unless also signed by Lenders (other than Defaulting Lenders)
               holding in the aggregate at least a majority of the Revolving
               Credit Commitments held by Non-Defaulting Lenders or, if the
               Revolving Credit Commitments have been terminated, the
               outstanding Revolving Loans and participations in Letter of
               Credit Liabilities held by Non-Defaulting Lenders, no such
               amendment, waiver or consent shall:

               (1)  waive any Default or Event of Default for purposes of
                    Section 6.2;

               (2)  amend or waive any mandatory prepayment in respect of
                    Revolving Loans under Section 3.1.2 or the manner of
                    application thereof to the Revolving Loans under Section
                    3.1.2; or

               (3)  amend or waive the provisions of Section 2.1.3, Section 6.2,



                                     -112-
<PAGE>

                    Section 8.17, Section 8.18, Article 9, Article 10 or this
                    subsection 14.3.1(b);

          (c)  unless also signed by Lenders (other than Defaulting Lenders)
               holding in the aggregate at least a majority of the outstanding
               Term Loans held by Non-Defaulting Lenders, no such amendment,
               waiver or consent shall:

               (1)  amend or waive any mandatory prepayment in respect of the
                    Term Loans under Section 3.1.2 or the manner of application
                    thereof to the Term Loans under Section 3.1.2; or

               (2)  amend or waive the provisions of Section 8.17, Section 8.18
                    or this subsection 14.3.1(c);

          (d)  unless also signed by the Issuing Bank, no such amendment, waiver
               or consent shall affect the rights or duties of the Issuing Bank
               as such under this Agreement or any application relating to any
               Letter of Credit issued or to be issued by it;

          (e)  unless also signed by the Swingline Lender, no such amendment,
               waiver or consent shall affect the rights or duties of the
               Swingline Lender as such under this Agreement;

          (f)  unless also signed by the Administrative Agent, no such
               amendment, waiver or consent shall affect the rights or duties of
               the Administrative Agent as such under this Agreement or any
               other Loan Document; and

          (g)  the Administrative Agent and Requisite Lenders may modify, amend,
               restate, supplement or waive any provision of Article 12, other
               than provisions of Section 12.10 as they relate to the Borrower,
               without the consent of the Borrower or any other Credit Party.

         Notwithstanding any provision to the contrary contained herein, (i) no
         Defaulting Lender shall have any right to approve or disapprove any
         amendment, waiver or consent hereunder, except that the Commitment of
         such Lender may not be increased or extended without the consent of
         such Lender, (ii) each Lender is entitled to vote as such Lender sees
         fit on any bankruptcy or insolvency reorganization plan that affects
         the Loans, (iii) each Lender acknowledges that the provisions of
         Section 1126(c) of the federal Bankruptcy Code supersedes the unanimous
         consent provisions set forth herein, and (iv) Requisite Lenders may
         consent to allow a Credit Party to use cash collateral in the context
         of a bankruptcy or insolvency case or proceeding.

         14.3.2. Effect of Waivers. In the case of any waiver, the Borrower, the
other Credit Parties, the Lenders, the Issuing Bank and the Administrative Agent
shall be restored to their former positions and rights under this Agreement, the
Notes and the


                                     -113-
<PAGE>


other Loan Documents to the extent of such waiver, and any Default waived shall
be deemed to be cured and not continued; provided, however, that no waiver shall
constitute the waiver of any subsequent or other Default or impair any right
consequent thereon. No failure or delay on the part of the Administrative Agent,
any Lender or the Issuing Bank to exercise or enforce any right or remedy under
or in connection with this Agreement, the Notes or the other Loan Documents,
whether by their respective terms, at law, in equity or otherwise, shall operate
as a waiver thereof. No single or partial exercise of any such right or remedy
shall preclude other or further exercise thereof or the exercise of any other
right or remedy.

         14.3.3. Binding Effect. Any modification, amendment, restatement,
supplement, waiver or consent effected in accordance with the foregoing shall
apply equally to each of the Lenders and shall be binding upon the Borrower, the
other Credit Parties, the Lenders, the Issuing Bank, the Administrative Agent
and all future holders of the Notes.

         14.4. Independence of Covenants. All covenants hereunder shall be given
independent effect so that if a particular action or condition is not permitted
by any of such covenants, the fact that it would be permitted by an exception
to, or otherwise would be within the limitations of, another covenant shall not
avoid the occurrence of a Default if such action is taken or condition exists.

         14.5. Interpretation. Neither this Agreement, the Notes or the other
Loan Documents, nor any uncertainty or ambiguity herein or therein, shall be
construed or resolved against the Administrative Agent, the Lenders, the Issuing
Bank, the Borrower or any of the other Credit Parties under any rule of
construction or otherwise. This Agreement, the Notes and the other Loan
Documents have been reviewed by all the parties hereto and thereto and shall be
construed and interpreted according to the ordinary meaning of the words used as
to accomplish fairly the purposes and intentions of all such parties.

         14.6. Inconsistencies With Other Documents. In the event there is a
conflict or inconsistency between this Agreement, the Notes or the other Loan
Documents, the terms of this Agreement shall control; provided, however, that
any provision of the Security Documents that imposes additional burdens on the
Borrower or any other Credit Party or further restricts the rights of the
Borrower or any other Credit Party or gives the Lenders additional rights shall
not be deemed to be in conflict or inconsistent with this Agreement and shall be
given full force and effect.

         14.7. Severability. If any portion of this Agreement, the Notes or any
of the other Loan Documents shall be judged by a court of competent jurisdiction
to be unenforceable, the remaining portions shall be valid and enforceable to
the extent that the remaining terms thereof provide for the creation of the
Obligations and the consummation of the issuance of the Notes, the grant of
collateral security therefor, the guarantee thereof and the payment of principal
and interest in respect of the Obligations substantially on the same terms and
subject to the same conditions as set forth herein and therein.



                                     -114-
<PAGE>


         14.8. 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 Tennessee,
without reference to the conflicts or choice of law principles thereof, except
to the extent that the laws of a particular jurisdiction govern the creation,
perfection, priority and enforcement of liens on and security interests in the
Collateral. Notwithstanding the foregoing, if at any time the laws of the United
States of America permit any Lender to contract for, take, reserve, charge or
receive interest or loan charges in amounts greater than are allowed by the laws
of such state (whether such federal laws directly so provide or refer to the law
of the state where such Lender is located), then such federal laws shall to such
extent govern as to the interest and loan charges that such Lender is allowed to
contract for, take, reserve, charge or receive under this Agreement, the Notes
and the other Loan Documents. References to laws in this section are to such
laws as are now in effect, and, with respect to usury laws, if any, applicable
to any Lender and to the extent allowed thereby, to such laws as hereafter may
be in effect that allow a higher maximum nonusurious interest rate than such
laws now allow.

         14.9. CONSENT TO JURISDICTION. THE BORROWER HEREBY IRREVOCABLY CONSENTS
TO THE PERSONAL JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN DAVIDSON
COUNTY, TENNESSEE 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, ANY LENDER OR THE ISSUING BANK
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. NOTHING IN THIS SECTION 14.9 SHALL AFFECT THE RIGHT OF THE
ADMINISTRATIVE AGENT, ANY LENDER OR THE ISSUING BANK TO SERVE LEGAL PROCESS IN
ANY OTHER MANNER PERMITTED BY LAW OR AFFECT THE RIGHT OF THE ADMINISTRATIVE
AGENT, ANY LENDER OR THE ISSUING BANK TO BRING ANY ACTION OR PROCEEDING AGAINST
THE BORROWER, ANY OF THE OTHER CREDIT PARTIES OR THEIR RESPECTIVE PROPERTIES IN
THE COURTS OF ANY OTHER JURISDICTIONS.

         14.10. WAIVER OF JURY TRIAL. THE ADMINISTRATIVE AGENT, EACH LENDER, THE
ISSUING BANK AND THE BORROWER HEREBY IRREVOCABLY WAIVE THEIR RESPECTIVE RIGHTS
TO A JURY TRIAL WITH RESPECT TO ANY ACTION, CLAIM, COUNTERCLAIM OR OTHER
PROCEEDING ARISING OUT OF ANY DISPUTE 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. The scope of this
waiver is intended to be all-encompassing with respect to any and all disputes
that may be filed in any court and that relate to the subject matter of this
transaction, including


                                     -115-
<PAGE>


without limitation contract claims, tort claims, breach of duty claims and all
other common law and statutory claims. Each of the parties hereto (a)
acknowledges that this waiver is a material inducement for the parties to the
Loan Documents to enter into a business relationship, that the parties to the
Loan Documents have already relied on this waiver in entering into same and the
transactions that are the subject thereof, and that they will continue to rely
on this waiver in their related future dealings, and (b) further warrants and
represents that each has reviewed this waiver with its legal counsel and that
each knowingly and voluntarily waives its jury trial rights following
consultation with legal counsel. This waiver is irrevocable, meaning that it may
not be modified either orally or in writing, and this waiver shall apply to any
subsequent amendments, modifications, supplements, extensions, renewals or
replacements of this Agreement. In the event of litigation, this Agreement may
be filed as a written consent to a trial by the court.

         14.11. Cumulative Remedies. All rights and remedies provided in or
contemplated by this Agreement, the Notes and the other Loan Documents are
cumulative and not exclusive of any right or remedy otherwise provide herein,
therein, at law or in equity.

         14.12. Expenses of Administration and Enforcement. The Borrower shall
pay on demand all reasonable expenses of the Administrative Agent in connection
with this Agreement, the Notes and the other Loan Documents, and the preparation
of any modifications, amendments, restatements, supplements or waivers,
including all attorneys' and paralegals' fees and expenses, all fees and
expenses for title, lien and other public records searches, filing and
recordation fees and taxes, duplicating expenses, corporation search fees,
appraisal fees, escrow agent fees and expenses, and all other customary
expenses. If a Default shall occur, all reasonable out-of-pocket expenses
incurred by the Lenders and the Administrative Agent (including administrative
expenses of the Administrative Agent and the Lenders and fees and disbursements
of in-house and outside counsel) in connection with such Default and collection
and other enforcement proceedings (including bankruptcy proceedings) resulting
therefrom shall be paid by the Borrower, regardless of whether suit is actually
commenced to obtain any relief provided hereunder. The Borrower shall indemnify,
defend and hold harmless each Agent-Related Person, each of the Lenders and the
Issuing Bank from and against any and all documentary or filing taxes,
assessments or charges by any Governmental Authority by reason of the execution
and delivery of this Agreement, the Notes and the other Loan Documents and the
consummation of the transactions that are the subject thereof.

         14.13. Indemnification. The Borrower and each of the Guarantors,
jointly and severally, shall indemnify, defend and hold harmless the each
Agent-Related Person, each of the Lenders and the Issuing Bank (to the fullest
extent permitted by law) from and against any and all claims, demands, lawsuits,
costs, expenses, fees, obligations, liabilities, losses, damages, recoveries and
deficiencies, including interest, penalties and reasonable attorneys' and
paralegals' fees and costs and amounts paid in settlement of any of the
foregoing, whether direct, indirect, consequential or incidental, that any
Agent-Related Person, any Lender or the Issuing Bank may incur or suffer or that
may arise out of, result from or relate to (a) this Agreement, the Notes, the
Letters of Credit or the other Loan Documents or the transactions contemplated
hereby or thereby (excluding actions arising out of the indemnified Person's own
gross negligence or willful misconduct and actions arising out of claims made by
the Administrative Agent, any Lender or the Issuing Bank against any of the
others), or (b) any action under this Agreement, the Notes, the Letters of



                                     -116-
<PAGE>

Credit or the other Loan Documents or the transactions contemplated hereby or
thereby (excluding actions arising out of the indemnified Person's own gross
negligence or willful misconduct and actions arising out of claims made by the
Administrative Agent, any Lender or the Issuing Bank against any of the others).
This Section 14.13 shall survive termination of this Agreement.

         14.14. Adjustment. If any Lender (a "benefited Lender") at any time
shall receive any payment of all or part of its Loans or its participation in
the Letter of Credit Liabilities or the interest thereon or receive any
collateral therefor, whether voluntarily or involuntarily, by set-off or
otherwise, in an amount proportionately greater than any corresponding payment
to or collateral received by any other Lender in respect of such other Lender's
Loans or its participation in the Letter of Credit Liabilities or the interest
thereon, such benefited Lender shall purchase for cash from the other Lenders
such portion of each Lender's Loans and participation in the Letter of Credit
Liabilities, or shall provide such other Lenders with the benefits of any such
collateral, or the proceeds thereof, as shall be necessary to cause such
benefited Lender to share the excess payment or benefits of such collateral or
proceeds ratably with each of the Lenders; provided, however, that if all or any
portion of such excess payment or benefits thereafter is recovered from such
benefited Lender or set aside, such purchase shall be rescinded and the purchase
price and benefit returned to the extent of such recovery, but without interest.
Each Lender so purchasing a portion of another Lenders' Loans and participation
in the Letter of Credit Liabilities may exercise all rights of payment
(including rights of setoff) with respect to such portion as fully as if such
Lender were the direct holder of such portion.

         14.15. Setoff. In addition to any rights and remedies of the Lenders
provided by law, the Lenders each shall have a security interest in any and all
deposits of the Borrower or any Guarantor (general or special, time or demand,
provisional or final) at any time held by any Lender or any Affiliate thereof,
which security interest shall secure the Obligations. Upon the occurrence and
during the continuance of any Event of Default, with the consent of the
Administrative Agent but without prior notice to the Borrower or any Guarantor,
any notice being specifically waived by the Borrower and the Guarantors to the
fullest extent permitted by applicable law, each Lender may set off and apply
against any indebtedness, whether matured or unmatured, of the Borrower or any
Guarantor to the Lenders, any amount owing from any Lender or any Affiliate
thereof to the Borrower or any Guarantor at, or at any time after, the
occurrence of an Event of Default (and each Affiliate of any Lender is
irrevocably authorized to permit such setoff and application), and the aforesaid
right of setoff may be exercised by any Lender against the Borrower or any
Guarantor or against any trustee in bankruptcy, debtor in possession, assignee
for the benefit of creditors, receiver or execution, judgment, or attachment
creditor of the Borrower or any Guarantor, or against anyone else claiming
through or against the Borrower or any Guarantor or any such trustee in
bankruptcy, debtor in possession, assignee for the benefit of creditors,
receiver or execution, judgment or other attachment creditor, notwithstanding
the fact that such right of setoff shall not have been exercised by any Lender
prior to the making, filing or issuance, or service upon any Lender of, or of
notice of, any such petition, assignment for the benefit of creditors,
appointment or application for the appointment of a receiver, or issuance of
execution, subpoena, order or warrant. Each Lender promptly shall notify the
Borrower or the affected Guarantor and the Administrative Agent after any such



                                     -117-
<PAGE>

setoff and application made by any Lender; provided, however, that failure to
give such notice shall not affect the validity of such setoff and application.

         14.16. Release of Collateral and Guaranty Obligations.

          (a)  Notwithstanding anything to the contrary contained herein or in
               any other Loan Document, upon request of the Borrower in
               connection with any Disposition of property permitted by the Loan
               Documents, the Administrative Agent shall (without notice to or
               vote or consent of any Lender, or any Affiliate of any Lender
               that is a party to any Specified Hedge Agreement) take such
               actions as shall be required to release its security interest in
               any Collateral being Disposed of in such Disposition, and to
               release any Guaranty obligations of a Person being Disposed of in
               such Disposition, to the extent necessary to permit consummation
               of such Disposition in accordance with this Agreement and the
               other Loan Documents; provided that the Borrower shall have
               delivered to the Administrative Agent, at least five (5) Business
               Days prior to the date of the proposed release, a written request
               for release identifying the relevant Collateral being Disposed of
               in such Disposition and the terms of such Disposition in
               reasonable detail, including the date thereof, the price thereof
               and any expenses in connection therewith, together with a
               certification by the Borrower stating that such transaction is in
               compliance with this Agreement and the other Loan Documents and
               that the proceeds of such Disposition will be applied in
               accordance with this Agreement and the other Loan Documents.

          (b)  Notwithstanding anything to the contrary contained herein or any
               other Loan Document, when all Obligations (other than Obligations
               in respect of any Specified Hedge Agreement) have been fully and
               finally paid, all Commitments have terminated or expired and no
               Letter of Credit shall be outstanding, upon request of the
               Borrower, the Administrative Agent shall (without notice to or
               vote or consent of any Lender, or any Affiliate of any Lender
               that is a party to any Specified Hedge Agreement) take such
               actions as shall be required to release its security interest in
               all Collateral, and to release all guarantee obligations provided
               for in any Loan Document, regardless of whether on the date of
               such release there may be outstanding Obligations in respect of
               Specified Hedge Agreements.

         14.17. Accounting Changes. If any Accounting Change shall occur and
such change results in a change in the method of calculation of financial
covenants, standards or terms in this Agreement, then the Borrower and the
Administrative Agent agree to enter into negotiations, in good faith, regarding
the amendment of the affected provisions of this Agreement to take into account
such Accounting Changes in an equitable manner so that the criteria used in this
Agreement to evaluate the Borrower's financial condition in substance will be
the same after such Accounting Changes as if such Accounting Changes had not
occurred. Unless and until an amendment has been approved, executed and
delivered by the Borrower, the Administrative Agent and Requisite Lenders, all
financial covenants, standards and terms in this Agreement shall continue to be
calculated or construed as if such Accounting Changes had not occurred.



                                     -118-
<PAGE>


         14.18. Other Accommodations to the Borrower and its Subsidiaries; No
Rights By Virtue of Cross-Collateralization.

          (a)  Each Lender (including the Administrative Agent) may, without
               notice to or consent by any other Lender, make or participate in
               loans, extensions of credit or other financial accommodations to
               or for the benefit of the Borrower or any of its Subsidiaries on
               any terms that it deems desirable, and engage in other business
               transactions, in the same manner as if this Agreement were not in
               existence, all without limiting, waiving or otherwise impairing
               any rights of such Lender or any other Lender under this
               Agreement. Without limiting the generality of the foregoing, the
               Lenders acknowledge and agree that so long as a Lender acts in
               good faith and the other Lenders' interests in the Obligations
               and the Collateral are not impaired thereby, (i) such Lender may
               be preferred or secured in any manner that it deems advisable
               with respect to such other loans, extensions of credit, financial
               accommodations and transactions, (ii) such Lender shall be under
               no obligation to collect or attempt to collect any payments in
               respect of the Obligations in preference to the collection or
               enforcement of any other borrowings or obligations of the
               Borrower or its Subsidiaries to such Lender, and (iii) any
               amounts collected by such Lender from the Borrower or its
               Subsidiaries that are not expressly designated (or reasonably
               determinable to be intended) as being in payment of the
               Obligations may be applied to any of the obligations of such
               Person to such Lender in any manner deemed appropriate by such
               Lender.

          (b)  The Lenders acknowledge and agree that the Collateral constitutes
               all of the collateral security for the Obligations and that, as
               among themselves, no Lender shall have any interest in (i) any
               property or interests of the Borrower or any of its Subsidiaries,
               other than the Collateral, that now or hereafter secures loans,
               extensions of credit, other financial accommodations and other
               transactions (excluding the Obligations), of the Borrower or any
               of its Subsidiaries with any other Lender, whether entered into
               directly or acquired by such Lender, (ii) any property of the
               Borrower or any of its Subsidiaries, other than the Collateral,
               now or hereafter in the possession or control of any other
               Lender, (iii) any deposit, not constituting Collateral, now or
               hereafter held by any other Lender, or (iv) any other
               indebtedness now or hereafter owing to any other Lender; any of
               which may be or become security for or otherwise available for
               payment or performance of the Obligations by reason of any
               cross-collateralization or any general description of secured
               indebtedness(es) or obligation(s) contained in any deed of trust,
               mortgage, security agreement or other security instrument or
               agreement held by any Lender, or by reason of the right of
               setoff, counterclaim or otherwise. Notwithstanding the foregoing,
               if any such property, deposit or indebtedness, or any proceeds
               thereof, in the discretion of the Lender holding same, is applied
               to the reduction of the Obligations, then all of the Lenders
               shall be entitled to their respective Percentages of such
               application in the manner provided in Sections 3.3 and 14.14.

         14.19. Survival of Representations and Warranties. All representations
and warranties of the Borrower and the other Credit Parties set forth in this
Agreement, the Notes and the other Loan Documents and in any other certificate,
opinion or other statement provided at any time by or on behalf of the Borrower
and the other Credit Parties in connection herewith shall survive the execution



                                     -119-
<PAGE>

of the delivery of this Agreement, the Notes and the other Loan Documents, the
purchase and sale of the Notes hereunder and the payment or other satisfaction
of the Obligations.

         14.20. Relationship of the Parties. None of the Administrative Agent,
the Lenders or the Issuing Bank shall be deemed partners or joint venturers with
the Borrower or any of the other Credit Parties or any Affiliate thereof in
making this Agreement or by any action taken hereunder. The Borrower shall
indemnify, defend and hold harmless each Agent-Related Person, each of the
Lenders and the Issuing Bank from and against any and all claims, demands,
lawsuits, costs, expenses, fees, obligations, liabilities, losses, damages,
recoveries and deficiencies, including interest, penalties and reasonable
attorneys' fees and costs, whether direct, indirect, consequential or
incidental, that any Agent-Related Person, any Lender or the Issuing Bank may
incur or suffer or that may arise out of, result from or relate to such a
construction of the parties and their relationship. This Section 14.20 shall
survive termination of this Agreement.

         14.21. Destruction of Records. Any documents, schedules, invoices or
other papers delivered to any Agent-Related Person, any Lender or the Issuing
Bank at their option may be destroyed or otherwise disposed of by them six (6)
months after they are delivered to or received by them, unless the Borrower
requests, in writing, the return of such documents, schedules, invoices or other
papers and makes reasonably acceptable arrangements, at the Borrower's expense,
for their return.

         14.22. Execution in Counterparts; Effectiveness.

          (a)  This Agreement may be executed in multiple counterparts, each of
               which shall be deemed an original hereof for all purposes, but
               all of which together shall constitute one and the same document.
               One or more counterparts of this Agreement may be executed by one
               or more of the parties hereto, and some different counterparts or
               copies executed by other parties. Each counterpart hereof
               executed by any party hereto shall be binding upon the party
               executing same even though other parties may execute one or more
               different counterparts, and all counterparts hereof so executed
               shall constitute but one and the same agreement. Each party
               hereto, by execution of a counterpart hereof, expressly
               authorizes and directs any other party hereto to detach the
               signature pages (and any corresponding acknowledgment pages)
               thereof from the counterpart hereof executed by the authorizing
               party and affix same to another identical counterpart hereof such
               that upon execution of multiple counterparts hereof by all
               parties hereto, there shall be one counterpart hereof to which is
               attached the signature pages (and any corresponding
               acknowledgment pages) containing signatures (and acknowledgments)
               of all parties hereto.

          (b)  This Agreement shall become effective when (i) the Administrative
               Agent shall have received counterparts or signature pages
               executed by the Borrower, the Administrative Agent, the Lenders
               and the Issuing Bank, or (ii) in the case of any Lender, the
               Administrative Agent shall have received telecopied or equivalent
               notice from such Lender that it has executed a counterpart hereof
               or signature page hereto and forwarded the same to the



                                     -120-
<PAGE>

               Administrative Agent by first class, registered or certified mail
               as set forth in Section 14.1. A set of the copies of this
               Agreement or counterparts signed by all of the parties shall be
               lodged with the Borrower and the Administrative Agent.

         14.23. Interest and Loan Charges Not to Exceed Maximum Amounts Allowed
by Law. It is the intention of the Borrower and the Lenders to conform strictly
to all laws applicable to the Lenders that govern or limit the interest and loan
charges that may be charged in respect of the Obligations. Anything in this
Agreement, the Notes or any of the other Loan Documents to the contrary
notwithstanding, in no event whatsoever, whether by reason of advancement of
proceeds of the Loans or the Letters of Credit, acceleration of the maturity of
the unpaid balance of any of the Obligations or otherwise, shall the interest
and loan charges agreed to be paid to any of the Lenders for the use of the
money advanced or to be advanced hereunder exceed the maximum amounts
collectible by such Lender pursuant to applicable law. If for any reason
whatsoever the interest or loan charges paid or contracted to be paid by the
Borrower to any of the Lenders in respect of the Obligations shall exceed the
maximum amounts collectible under the law applicable to such Lender, then, in
that event, and notwithstanding anything to the contrary in this Agreement, the
Notes or any other Loan Document: (a) the aggregate of all consideration that
constitutes interest or loan charges under the law applicable to such Lender
that is contracted for, taken, reserved, charged or received under this
Agreement, the Notes or any other Loan Document or otherwise in connection with
the Obligations under no circumstances shall exceed the maximum amounts allowed
by such applicable law, and any excess shall be credited by such Lender on the
principal amount of the Obligations (or, to the extent the principal amount
outstanding under this Agreement, the Notes and the other Loan Documents has
been or thereby would be paid in full, refunded to the Borrower); and (b) in the
event that the maturity of any or all of the Obligations is accelerated by
reason of an election of the Lenders resulting from any Default under this
Agreement or otherwise, or in the event of any required or permitted prepayment,
then such consideration that constitutes interest or loan charges under the law
applicable to any Lender may never include more than the maximum amounts allowed
by the law applicable to such Lender, and any excess interest or loan charges
provided for in this Agreement or otherwise shall be canceled automatically as
of the date of such acceleration or prepayment and, if theretofore paid, shall
be credited by such Lender on the principal amount of the Obligations (or, to
the extent the principal amount of the Obligations has been or thereby would be
paid in full, refunded by such Lender to the Borrower). All sums paid or agreed
to be paid to the Lenders for the use, forbearance or detention of sums due
hereunder shall, to the extent permitted by applicable law, be prorated,
allocated and spread throughout the full term of the Obligations until payment
in full so that the rate or amount of interest and loan charges on account of
the Obligations will not exceed any applicable legal limitation. The right to
accelerate the maturity of the Obligations does not include the right to
accelerate the maturity of any interest or loan charges not otherwise accrued on
the date of such acceleration, and the Lenders do not intend to charge or
collect any unearned interest or loan charges in the event of any such
acceleration.



                                     -121-
<PAGE>


         14.24. Final Agreement. This written agreement represents the final
agreement between the parties and may not be contradicted by evidence of prior,
contemporaneous or subsequent oral agreements of the parties. There are no
unwritten oral agreements between the parties.


                          [Signatures Begin Next Page]






                                     -122-
<PAGE>






         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the date first written above.



                                 BORROWER:


                                 I-TRAX, INC.
         a Delaware corporation


                                 By: /s/ Frank A. Martin
                                   ------------------------------------------
                                   Name: Frank A. Martin
                                   ------------------------------------------
                                   Title: Chief Executive Officer
                                   ------------------------------------------



                                 GUARANTORS:


                                 I-TRAX HEALTH MANAGEMENT SOLUTIONS, INC.,
         a Delaware corporation


                                 By: /s/ Frank A. Martin
                                   ------------------------------------------
                                   Name: Frank A. Martin
                                   ------------------------------------------
                                   Title: Chief Executive Officer
                                   ------------------------------------------


                                 I-TRAX HEALTH MANAGEMENT SOLUTIONS, LLC,
                                 a Delaware limited liability company

                                 By:  I-Trax, Inc., its sole member


                                 By: /s/ Frank A. Martin
                                   ------------------------------------------
                                   Name: Frank A. Martin
                                   ------------------------------------------
                                   Title: Chief Executive Officer
                                   ------------------------------------------



                                -123-
  <PAGE>



                                 CHD MERIDIAN HEALTHCARE, LLC,
                                 a Delaware limited liability company

                                 By:  I-Trax, Inc., its sole member



                                 By: /s/ Frank A. Martin
                                   ------------------------------------------
                                   Name: Frank A. Martin
                                   ------------------------------------------
                                   Title: Chief Executive Officer
                                   ------------------------------------------


                                 AMERICAN OCCUPATIONAL HEALTH MANAGEMENT, INC.,
                                 a Delaware corporation


                                 By: /s/ Shannon W. Farrington
                                     ----------------------------------------
                                   Name: Shannon W. Farrington
                                   ------------------------------------------
                                   Title: Vice President
                                   ------------------------------------------


                                 MEDICENTER, INC.,
                                 an Oklahoma corporation


                                 By: /s/ Shannon W. Farrington
                                     ----------------------------------------
                                   Name: Shannon W. Farrington
                                   -----------------------------------------
                                   Title: Vice President
                                   ------------------------------------------


                                 MERIDIAN COMP OF NEW YORK, INC.,
                                 a Delaware corporation


                                 By: /s/ Shannon W. Farrington
                                     ----------------------------------------
                                   Name: Shannon W. Farrington
                                   -----------------------------------------
                                   Title: Vice President
                                   ------------------------------------------


                                 CORPORATE HEALTH DIMENSIONS, INC.
                                 a New York corporation


                                 By: /s/ Shannon W. Farrington
                                   ------------------------------------------
                                   Name: Shannon W. Farrington
                                   -----------------------------------------



                                     -124-
<PAGE>

                                   Title: Vice President
                                   ------------------------------------------


                                 CHDM, INC.
                                 a Delaware corporation


                                 By: /s/ Shannon W. Farrington
                                     ----------------------------------------
                                   Name: Shannon W. Farrington
                                   -----------------------------------------
                                   Title: Vice President
                                   ------------------------------------------



                                 CHDM, LLC
                                 an Indiana limited liability company


                                 By: /s/ Shannon W. Farrington
                                     ----------------------------------------
                                   Name: Shannon W. Farrington
                                   -----------------------------------------
                                   Title: Vice President
                                    -----------------------------------------


          [ADMINISTRATIVE AGENT'S AND LENDERS' SIGNATURE PAGES FOLLOW]


                                     -125-
<PAGE>




                   [Signature Page to $20,000,000 I-trax, Inc.
                     Credit Agreement dated March 19, 2004]



                        BANK OF AMERICA, N.A., as Administrative Agent,
                           as a Lender and as Issuing Bank


                        By: /s/ Hope Walker
                            -------------------------------------
                        Name:   Hope Walker
                               ----------------------------------
                        Title:  Vice President
                                ---------------------------------


                        Healthcare Banking Group
                        (TN1-100-04-17)
                        Bank of America Plaza
                        414 Union Street
                        Nashville, Tennessee  37219-1697
                        Attn:  Elizabeth L. Knox
                        Facsimile No. (615) 749-4951


                            Commitment: $ 20,000,000


                                     -126-
<PAGE>



                             SCHEDULES AND EXHIBITS


                                    Schedules


Schedule 7.1               Borrower and Affiliated Entities  - Capitalization
                           and Jurisdictions of Organization and Foreign
                           Qualification

Schedule 7.3               Consents, Approvals and Authorizations

Schedule 7.6               Pending Litigation

Schedule 7.17A             Indebtedness

Schedule 7.17B             Contingent Obligations

Schedule 7.18A             Business Locations

Schedule 7.18B             Trade Names

Schedule 7.26              Employment Agreements and Executive Compensation
                           Arrangements

Schedule 7.27              Environmental Matters

Schedule 7.28              Material Contracts

Schedule 7.30              Operating Leases

Schedule 8.20              Post-Closing Matters

Schedule 9.2               Existing Liens

Schedule 9.4               Existing Investments



<PAGE>



                                    Exhibits


Exhibit 1.1A               Form of Compliance Certificate

Exhibit 1.1B               Form of Credit Facility Base Certificate

Exhibit 1.1C               Subordination Provisions

Exhibit 2.2.4              Form of Notice of Borrowing - Term Loans

Exhibit 2.3.4              Form of Notice of Borrowing - Revolving Loans

Exhibit 2.5.2              Form of Letter of Credit Request

Exhibit 2.9.2              Form of Notice of Conversion/Continuation

Exhibit 2.10A              Form of Term Note

Exhibit 2.10B              Form of Revolving Note

Exhibit 2.10C              Form of Swingline Note [NOT APPLICABLE]

Exhibit 4.1                Form of Security Agreement

Exhibit 6.1.1A             Form of Opinion of Counsel to the Borrower and the
                           Guarantors

Exhibit 6.1.1B             Form of Solvency Certificate

Exhibit 8.18               Supplement to Credit Agreement

Exhibit 13.2               Form of Assignment and Assumption