Exhibit 10.5

                                                               Execution Version

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                                CREDIT AGREEMENT

                                   dated as of

                                 August 1, 2007,

                                      among

                                GOAMERICA, INC.,

                            THE LENDERS PARTY HERETO

                                       and

                          CLEARLAKE CAPITAL GROUP, LP,
                  as Administrative Agent and Collateral Agent

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<PAGE>

                                Table of Contents

                                                                            Page
                                                                            ----

                                    ARTICLE I

                                   Definitions

SECTION 1.01.    Defined Terms.................................................1
SECTION 1.02.    Terms Generally..............................................18
SECTION 1.03.    Independence of Covenants....................................18

                                   ARTICLE II

                                   The Credits

SECTION 2.01.    Commitments..................................................18
SECTION 2.02.    Loans........................................................19
SECTION 2.03.    Evidence of Debt; Repayment of Loans.........................19
SECTION 2.04.    Interest on Loans............................................20
SECTION 2.05.    Default Interest.............................................20
SECTION 2.06.    Termination of Commitments...................................20
SECTION 2.07.    Repayment of Loans...........................................20
SECTION 2.08.    Prepayment...................................................21
SECTION 2.09.    Reserve Requirements; Change in Circumstances................21
SECTION 2.10.    Indemnity....................................................22
SECTION 2.11.    Pro Rata Treatment...........................................23
SECTION 2.12.    Sharing of Setoffs...........................................23
SECTION 2.13.    Payments.....................................................23
SECTION 2.14.    Taxes........................................................24
SECTION 2.15.    Assignment of Loans Under Certain Circumstances;
                 Duty to Mitigate.............................................25

                                   ARTICLE III

                         Representations and Warranties

SECTION 3.01.    Organization; Powers.........................................26
SECTION 3.02.    Authorization................................................27
SECTION 3.03.    Enforceability...............................................27
SECTION 3.04.    Governmental Approvals.......................................27
SECTION 3.05.    Financial Statements.........................................27
SECTION 3.06.    No Material Adverse Change...................................28
SECTION 3.07.    Title to Properties; Possession Under Leases;
                 Intellectual Property........................................28
SECTION 3.08.    Subsidiaries.................................................28
SECTION 3.09.    Litigation; Compliance with Laws.............................28
SECTION 3.10.    Agreements...................................................29


                                        i
<PAGE>

                                Table of Contents
                                  (continued)

                                                                            Page
                                                                            ----

SECTION 3.11.    Federal Reserve Regulations..................................29
SECTION 3.12.    Government Regulation........................................29
SECTION 3.13.    Use of Proceeds..............................................29
SECTION 3.14.    Taxes........................................................29
SECTION 3.15.    Disclosure...................................................30
SECTION 3.16.    Employee Benefit Plans.......................................30
SECTION 3.17.    Environmental Matters........................................31
SECTION 3.18.    Insurance....................................................31
SECTION 3.19.    Security Documents...........................................31
SECTION 3.20.    Location of Real Property and Leased Premises................32
SECTION 3.21.    Labor Matters................................................32
SECTION 3.22.    Solvency.....................................................32
SECTION 3.23.    Transaction Documents........................................32
SECTION 3.24.    Financial Advisors...........................................33
SECTION 3.25.    Foreign Assets Control Regulations, Etc......................33
SECTION 3.26.    Representations of other Loan Parties........................33
SECTION 3.27.    Loans to Officers and Directors..............................34
SECTION 3.28.    Internal Controls............................................34
SECTION 3.29.    Subordinated Indebtedness; Ranking...........................34

                                   ARTICLE IV

                              Conditions of Lending

SECTION 4.01.    Conditions to Tranche A Loans................................34
SECTION 4.02.    Conditions to Tranche B Loans................................37

                                    ARTICLE V

                              Affirmative Covenants

SECTION 5.01.    Existence; Compliance with Laws; Businesses
                 and Properties...............................................38
SECTION 5.02.    Insurance....................................................39
SECTION 5.03.    Obligations and Taxes........................................39
SECTION 5.04.    Financial Statements, Reports, etc...........................39
SECTION 5.05.    Litigation and Other Notices.................................40
SECTION 5.06.    Information Regarding Collateral.............................41
SECTION 5.07.    Maintaining Records; Access to Properties and Inspections....41
SECTION 5.08.    Use of Proceeds..............................................42
SECTION 5.09.    Employee Benefits............................................42
SECTION 5.10.    Compliance with Environmental Laws...........................42
SECTION 5.11.    Preparation of Environmental Reports.........................42
SECTION 5.12.    Further Assurances...........................................42
SECTION 5.13.    Assignability of Contracts...................................43


                                       ii
<PAGE>

                                Table of Contents
                                  (continued)

                                                                            Page
                                                                            ----

SECTION 5.14.    Ranking......................................................44
SECTION 5.15.    Post-Closing Covenants.......................................44

                                   ARTICLE VI

                               Negative Covenants

SECTION 6.01.    Indebtedness.................................................45
SECTION 6.02.    Liens........................................................46
SECTION 6.03.    Sale and Lease-Back Transactions.............................49
SECTION 6.04.    Investments, Loans and Advances..............................49
SECTION 6.05.    Acquisitions, Consolidations, Sales of Assets
                 and Acquisitions.............................................51
SECTION 6.06.    Restricted Payments; Restrictive Agreements..................51
SECTION 6.07.    Transactions with Affiliates.................................52
SECTION 6.08.    Business of the Borrower and its Subsidiaries................52
SECTION 6.09.    Other Indebtedness and Agreements............................52
SECTION 6.10.    Minimum Liquidity............................................53
SECTION 6.11.    Fiscal Year..................................................53
SECTION 6.12.    Certain Equity Securities....................................53
SECTION 6.13.    Amendments or Waivers of Documents Relating
                 to Indebtedness..............................................53
SECTION 6.14.    Wholly-Owned Subsidiaries....................................53
SECTION 6.15.    Excluded Subsidiaries........................................53

                                   ARTICLE VII

                                Events of Default

                                  ARTICLE VIII

                The Administrative Agent and the Collateral Agent

                                   ARTICLE IX

                                  Miscellaneous

SECTION 9.01.    Notices......................................................59
SECTION 9.02.    Survival of Agreement........................................60
SECTION 9.03.    Binding Effect...............................................60
SECTION 9.04.    Successors and Assigns.......................................61
SECTION 9.05.    Expenses; Indemnity..........................................64
SECTION 9.06.    Right of Setoff..............................................66
SECTION 9.07.    Applicable Law...............................................66
SECTION 9.08.    Waivers; Amendment...........................................66


                                       iii
<PAGE>

                                Table of Contents
                                  (continued)

                                                                            Page
                                                                            ----

SECTION 9.09.    Interest Rate Limitation.....................................67
SECTION 9.10.    Entire Agreement.............................................67
SECTION 9.11.    WAIVER OF JURY TRIAL.........................................67
SECTION 9.12.    Severability.................................................68
SECTION 9.13.    Counterparts.................................................68
SECTION 9.14.    Headings.....................................................68
SECTION 9.15.    Jurisdiction; Consent to Service of Process..................68
SECTION 9.16.    Confidentiality..............................................69
SECTION 9.17.    USA PATRIOT Act Notice.......................................70


                                       iv
<PAGE>

                                Table of Contents
                                   (continued)

SCHEDULES
---------

Schedule 1.01(a)   -    Excluded Subsidiaries
Schedule 1.01(b)   -    Subsidiary Guarantors
Schedule 2.01      -    Lenders and Commitments
Schedule 3.08      -    Subsidiaries
Schedule 3.18      -    Insurance
Schedule 3.19      -    UCC Filing Offices
Schedule 3.20      -    Leased Real Property
Schedule 3.24      -    Financial Advisors
Schedule 6.01      -    Existing Indebtedness
Schedule 6.02      -    Existing Liens
Schedule 6.04      -    Existing Investments

EXHIBITS
--------

Exhibit A     -    Form of Administrative Questionnaire
Exhibit B     -    Form of Assignment and Acceptance
Exhibit C     -    Form of Guarantee and Collateral Agreement
Exhibit D     -    Form of Promissory Note
Exhibit E     -    Form of Opinion of Lowenstein Sandler PC
Exhibit F     -    Form of Borrowing Notice


                                        v
<PAGE>

      CREDIT  AGREEMENT  dated as of August 1, 2007,  among  GOAMERICA,  INC., a
Delaware  corporation (the  "Borrower"),  the Lenders (as defined in Article I),
and  CLEARLAKE   CAPITAL  GROUP,   LP,  a  Delaware  limited   partnership,   as
administrative  agent (in such  capacity,  the  "Administrative  Agent")  and as
collateral agent (in such capacity, the "Collateral Agent") for the Lenders.

                              PRELIMINARY STATEMENT

      The Borrower  seeks to acquire all or  substantially  all of the assets of
the Tele Relay  Services  division  of  Verizon  Communications  Inc.  (the "TRS
Division" and such acquisition, the "Acquisition").

      In connection with the signing of the definitive asset purchase  agreement
for the Acquisition (the  "Acquisition  Agreement"),  the Borrower has requested
the Lenders to extend  credit in the form of (i) Loans made on the Closing  Date
in an aggregate  principal amount of $1,000,000 and (ii) Loans made from time to
time  thereafter  in an  aggregate  principal  amount of up to  $2,500,000.  The
proceeds of the Loans made on the Closing  Date are to be used solely (a) to pay
the  $1,000,000  deposit  payable  by  the  Borrower  upon  the  signing  of the
Acquisition  Agreement (the  "Deposit"),  (b) for working capital and (c) to pay
fees and expenses incurred in connection with the foregoing.

      The Lenders are willing to extend such credit to the Borrower on the terms
and subject to the conditions set forth herein. Accordingly,  the parties hereto
agree as follows:

                                   ARTICLE I

                                   Definitions

      SECTION 1.01.  Defined  Terms.  As used in this  Agreement,  the following
terms shall have the meanings specified below:

      "Acquired  Entity" shall have the meaning assigned to such term in Section
6.04(g).

      "Acquisition"  shall  have  the  meaning  assigned  to  such  term  in the
preliminary statement to this Agreement.

      "Acquisition  Agreement"  shall have the meaning  assigned to such term in
the preliminary statement to this Agreement.

      "Acquisition Documents" shall mean the Acquisition Agreement,  the Managed
Services Agreement,  the Debt Commitment Letter and the Stock Purchase Agreement
(including, in each case, the Exhibits, Annexes and Schedules thereto).

      "Adjusted LIBO Rate" shall mean, with respect to any Interest  Period,  an
interest  rate per annum equal to the product of (a) the LIBO Rate in effect for
such Interest Period and (b) Statutory Reserves.

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                                                                               2


      "Administrative Agent" shall have the meaning assigned to such term in the
Preamble.

      "Administrative  Questionnaire" shall mean an Administrative Questionnaire
in the form of Exhibit A, or such  other  form as may be  supplied  from time to
time by the Administrative Agent.

      "Affiliate"  shall mean,  when used with  respect to a  specified  person,
another person that directly,  or indirectly through one or more intermediaries,
Controls  or is  Controlled  by or is  under  common  Control  with  the  person
specified;  provided,  however,  that,  for purposes of Section  6.07,  the term
"Affiliate" shall also include any person that directly or indirectly owns 5% or
more of any class of Equity  Interests  of the  person  specified  or that is an
officer or director of the person specified.

      "Agents" shall have the meaning assigned to such term in Article VIII.

      "Agreement" shall mean this Credit Agreement.

      "Applicable Cash Percentage"  shall mean, for any day, with respect to any
Loan, 4.00% per annum.

      "Applicable Percentage" shall mean, for any day, with respect to any Loan,
the sum of the Applicable Cash Percentage and the Applicable PIK Percentage.

      "Applicable PIK  Percentage"  shall mean, for any day, with respect to any
Loan, 4.00% per annum.

      "Article 9 Collateral" shall have the meaning assigned to such term in the
Guarantee and Collateral Agreement.

      "Asset Sale" shall mean the sale, transfer or other disposition (by way of
acquisition,  casualty,  condemnation  or  otherwise)  by  the  Borrower  or any
Subsidiary to any person other than the Borrower or any Subsidiary  Guarantor of
(a) any Equity  Interests of any Subsidiary  (other than  directors'  qualifying
shares and shares  required by  applicable  law to be held by foreign  nationals
(but only to the  extent of such  requirement))  or (b) any other  assets of the
Borrower or any Subsidiary (other than (i) inventory,  damaged, obsolete, excess
or worn out assets, scrap and Permitted Investments, in each case disposed of in
the ordinary  course of business,  (ii)  dispositions  between or among  Foreign
Subsidiaries  and (iii)  any  sale,  transfer  or other  disposition  (including
casualty  losses and  condemnations)  or series of related  sales,  transfers or
other dispositions having a value not in excess of $5,000).

      "Assignment  and  Acceptance"  shall  mean an  assignment  and  acceptance
entered  into by a Lender and an assignee,  and  accepted by the  Administrative
Agent,  in the form of Exhibit B or such other form as shall be  approved by the
Administrative Agent.

      "Board" shall mean the Board of Governors of the Federal Reserve System of
the United States of America.

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                                                                               3


      "Borrowing"  means a  borrowing  of  Tranche B Loans  made by the  Lenders
pursuant to Sections 2.01(b) to (d).

      "Borrowing  Notice"  means a written  request  for a  Borrowing  delivered
pursuant to Section 2.01(c), substantially in the form of Exhibit F.

      "Borrower" shall have the meaning assigned to such term in the Preamble.

      "Breakage  Event" shall have the meaning  assigned to such term in Section
2.10.

      "Business Day" shall mean any day other than a Saturday,  Sunday or day on
which banks in New York City are  authorized or required by law to close and any
day on which banks are not open for  dealings  in dollar  deposits in the London
interbank market.

      "Called  Principal" means, with respect to any Loan, the principal of such
Loan that is to be prepaid pursuant to Section 2.08 or has become or is declared
to be immediately due and payable pursuant to Article VII.

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

      "Change in Control"  shall mean the  occurrence of any of the following on
or after the Closing Date:

      (a) the direct or  indirect  sale,  lease,  transfer  conveyance  or other
disposition, in one or a series of related transactions, of all or substantially
all of the assets of the Borrower and its Subsidiaries, taken as a whole;

      (b) any  "person" or "group"  (within  the  meaning of Sections  13(d) and
14(d)(2) of the Exchange Act) becomes the "beneficial owner" (within the meaning
of Rule 13d-3 of the SEC under the Exchange  Act) of more than 30% of the Equity
Interests of the  Borrower  having the right to vote for the election of members
of the Board of Directors thereof;

      (c)  individuals who on the Closing Date constitute the Board of Directors
of the Borrower  (together with any new directors whose appointment by the Board
of Directors of the  Borrower or whose  nomination  by the Board of Directors of
the Borrower for election by the Borrower's  stockholders was approved by a vote
of at least a majority of the members of the Board of  Directors  then in office
who either were  members of the Board of  Directors on the Closing Date or whose
appointment or nomination for election was previously so approved) cease for any
reason to constitute a majority of the members of the board of directors then in
office; and

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                                                                               4


      (d) any change in control (or similar  event,  however  denominated)  with
respect to the Borrower or any other Subsidiary shall occur under and as defined
in any indenture or agreement in respect of Material  Indebtedness  to which the
Borrower or any other Subsidiary is a party to the extent such change in control
constitutes an "event of default" thereunder.

      "Change in Law" shall mean (a) the adoption of any law, rule or regulation
after the date of this Agreement,  (b) any change in any law, rule or regulation
or in the  interpretation or application  thereof by any Governmental  Authority
after the date of this  Agreement  or (c)  compliance  by any  Lender  (or,  for
purposes  of  Section  2.09,  by any  lending  office of such  Lender or by such
Lender's  holding  company,  if any) with any  request,  guideline  or directive
(whether or not having the force of law) of any  Governmental  Authority made or
issued after the date of this Agreement.

      "Charges" shall have the meaning assigned to such term in Section 9.09.

      "Closing Date" shall mean August 1, 2007.

      "Closing Date Projections" shall have the meaning assigned to such term in
Section 4.01.

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

      "Collateral"  shall mean all the  "Collateral"  as defined in any Security
Document and shall also include the Mortgaged Properties, if any.

      "Collateral  Agent"  shall have the  meaning  assigned to such term in the
Preamble.

      "Commitment"  shall  mean,  with  respect to each  Lender,  such  Lender's
Tranche A  Commitment  and such  Lender's  Tranche  B  Commitment.  The  initial
aggregate amount of the Lenders' Commitments is $3,500,000.

      "Contingent  Obligation",  as applied to any  person,  means any direct or
indirect liability,  contingent or otherwise, of that person (i) with respect to
any Indebtedness,  lease, dividend or other obligation of another if the primary
purpose or intent thereof by the person  incurring the Contingent  Obligation is
to provide  assurance  to the obligee of such  obligation  of another  that such
obligation  of  another  will be  paid or  discharged,  or that  any  agreements
relating  thereto will be complied with, or that the holders of such  obligation
will be protected  (in whole or in part) against loss in respect  thereof,  (ii)
with  respect  to any  acceptance,  letter of credit or surety  bond or  similar
facility  issued for the  account of that  person or as to which that  person is
otherwise  liable  for  reimbursement  of  drawings,   or  (iii)  under  Hedging
Agreements.  Contingent  Obligations  shall  include  (a) the direct or indirect
Guarantee, endorsement (otherwise than for collection or deposit in the ordinary
course of business), co-making,  discounting with recourse or sale with recourse
by  such  person  of the  obligation  of  another,  (b) the  obligation  to make
take-or-pay or similar payments if required regardless of non-performance by any
other party or parties to an agreement, and (c) any liability of such person for
the obligation of another

<PAGE>
                                                                               5


through any agreement  (contingent or otherwise) (1) to purchase,  repurchase or
otherwise acquire such obligation or any security therefor,  or to provide funds
for the payment or discharge of such  obligation  (whether in the form of loans,
advances,  stock  purchases,  capital  contributions  or  otherwise)  or  (2) to
maintain  the solvency or any balance  sheet item,  level of income or financial
condition of another if, in the case of any agreement described under subclauses
(1) or (2) of this  sentence,  the  primary  purpose  or  intent  thereof  is as
described in the preceding  sentence.  The amount of any Hedging Agreement shall
be the  amount  determined  in  respect  thereof  as of the end of the then most
recently ended fiscal quarter of such person,  based on the assumption that such
Hedging  Agreement  had  terminated  at the end of such fiscal  quarter,  and in
making such  determination,  if any agreement relating to such Hedging Agreement
provides for the netting of amounts payable by and to such person  thereunder or
if any such agreement provides for the simultaneous payment of amounts by and to
such person,  then in each such case, the amount of such obligation shall be the
net amount so determined. The amount of any other Contingent Obligation shall be
equal to the amount of the  obligation so guaranteed or otherwise  supported or,
if less, the amount to which such Contingent Obligation is specifically limited.

      "Control" shall mean the possession,  directly or indirectly, of the power
to direct or cause the  direction  of the  management  or  policies of a person,
whether  through the ownership of voting  securities,  by contract or otherwise,
and the terms  "Controlling"  and "Controlled"  shall have meanings  correlative
thereto.

      "Credit  Facilities"  shall mean the loan facilities  provided for by this
Agreement.

      "Debt Commitment Letter" shall mean that certain Debt Financing Commitment
Letter of even date herewith, by and between Clearlake Capital Group, LP and the
Borrower.

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

      "Deposit" shall have the meaning  assigned to such term in the preliminary
statement to this Agreement.

      "Disqualified Stock" shall mean any Equity Interest that, by its terms (or
by the terms of any  security  into which it is  convertible  or for which it is
exchangeable),  or upon the happening of any event,  (a) matures  (excluding any
maturity as the result of an optional  redemption  by the issuer  thereof) or is
mandatorily  redeemable,  pursuant to a sinking fund obligation or otherwise, or
is  redeemable  at the option of the  holder  thereof,  in whole or in part,  or
requires  the  payment  of any cash  dividend  or any  other  scheduled  payment
constituting  a return of  capital,  in each case at any time on or prior to the
six-month  anniversary of the Stated  Maturity,  or (b) is  convertible  into or
exchangeable  (unless  at the sole  option of the issuer  thereof)  for (i) debt
securities or (ii) any Equity Interest  referred to in clause (a) above, in each
case at any time prior to the six-month anniversary of the Stated Maturity.

<PAGE>
                                                                               6


      "dollars" or "$" shall mean lawful money of the United States of America.

      "Domestic Subsidiary" shall mean any Subsidiary  incorporated or organized
under  the laws of the  United  States of  America,  any  State  thereof  or the
District of Columbia.

      "Employee"  means any current  officer,  director,  consultant,  employee,
independent  contractor,  agent and other  person,  who renders  services to the
Borrower or any of its Subsidiaries.

      "Environmental Laws" shall mean all applicable former,  current and future
Federal,  state,  local and  foreign  laws  (including  common  law),  treaties,
regulations,  rules, ordinances,  codes, decrees, judgments,  directives, orders
(including consent orders),  and agreements in each case, relating to protection
of the environment,  natural resources, human health and safety or the presence,
Release of, or exposure to, Hazardous Materials, or the generation, manufacture,
processing,  distribution,  use,  treatment,  storage,  transport,  recycling or
handling of, or the arrangement  for such activities with respect to,  Hazardous
Materials.

      "Environmental   Liability"  shall  mean  all  liabilities,   obligations,
damages,  losses, claims, actions,  suits, judgments,  orders, fines, penalties,
fees,  expenses and costs (including  administrative  oversight  costs,  natural
resource  damages and  remediation  costs),  whether  contingent  or  otherwise,
arising  out of or  relating  to  (a)  compliance  or  non-compliance  with  any
Environmental Law, (b) the generation, use, handling,  transportation,  storage,
treatment or disposal of any Hazardous Materials,  (c) exposure to any Hazardous
Materials,  (d) the  Release of any  Hazardous  Materials  or (e) any  contract,
agreement or other consensual arrangement pursuant to which liability is assumed
or imposed with respect to any of the foregoing.

      "Equity  Interests"  shall  mean  shares  of  capital  stock,  partnership
interests,  membership  interests  in a limited  liability  company,  beneficial
interests  in a trust or other equity  interests in any person,  and any option,
warrant or other right  entitling  the holder  thereof to purchase or  otherwise
acquire any such equity interest.

      "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
the same may be amended from time to time.

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

      "ERISA Event" shall mean (a) any "reportable event", as defined in Section
4043 of ERISA or the  regulations  issued  thereunder,  with  respect  to a Plan
(other  than an event for which the 30-day  notice  period is  waived),  (b) the
existence with respect to any Plan of an  "accumulated  funding  deficiency" (as
defined in  Section  412 of the Code or  Section  302 of ERISA),  whether or not
waived,  (c) the filing pursuant to Section 412(d) of the Code or Section 303(d)
of ERISA of an  application  for a waiver of the minimum

<PAGE>
                                                                               7


funding standard with respect to any Plan, (d) the incurrence by the Borrower or
any of its  ERISA  Affiliates  of any  liability  under  Title IV of ERISA  with
respect to the  termination of any Plan or the withdrawal or partial  withdrawal
of the Borrower or any of its ERISA  Affiliates  from any Plan or  Multiemployer
Plan,  (e) the receipt by the Borrower or any of its ERISA  Affiliates  from the
PBGC  or a plan  administrator  of any  notice  relating  to  the  intention  to
terminate any Plan or Plans or to appoint a trustee to administer  any Plan, (f)
the receipt by the Borrower or any of its ERISA Affiliates of any notice, or the
receipt  by any  Multiemployer  Plan  from  the  Borrower  or  any of its  ERISA
Affiliates of any notice, concerning the imposition of Withdrawal Liability or a
determination  that a Multiemployer  Plan is, or is expected to be, insolvent or
in  reorganization,  within the meaning of Title IV of ERISA, (g) the occurrence
of a "prohibited  transaction"  with respect to which the Borrower or any of the
Subsidiaries is a  "disqualified  person" (within the meaning of Section 4975 of
the Code) or with  respect to which the  Borrower or any such  Subsidiary  could
otherwise be liable or (h) any other event or  condition  with respect to a Plan
or  Multiemployer  Plan that could  result in  liability  of the Borrower or any
Subsidiary.

      "Event of Default" shall have the meaning assigned to such term in Article
VII.

      "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

      "Excluded  Subsidiary" means each Subsidiary set forth on Schedule 1.01(a)
that has been  designated by the Borrower as an Excluded  Subsidiary  (and as to
which such  designation  has not been  withdrawn  by the  Borrower  in a written
notice to the  Administrative  Agent or deemed  withdrawn  pursuant  to  Section
6.15); provided that (a) the combined gross revenue of all Excluded Subsidiaries
for the period of four fiscal consecutive  quarters most recently ended does not
exceed $5,000, (b) the combined total assets of the Excluded Subsidiaries at any
time is less than $5,000 and (c) no Excluded  Subsidiary  owns or possesses  any
Intellectual  Property or other  assets that are material to the business of the
Borrower and its Subsidiaries, taken as a whole.

      "Excluded Taxes" shall mean, with respect to the Administrative Agent, any
Lender or any other  recipient of any payment to be made by or on account of any
obligation of the Borrower  hereunder,  (a) income or franchise taxes imposed on
(or measured by) its net income,  profits or gains (however  denominated) by the
United States of America,  or by the  jurisdiction  under the laws of which such
recipient is organized  or in which its  principal  office is located or, in the
case of any Lender, in which its applicable  lending office is located,  (b) any
branch  profits taxes imposed by the United States of America or any similar tax
imposed by any other  jurisdiction  described in clause (a) above and (c) in the
case of a Foreign  Lender  (other than an assignee  pursuant to a request by the
Borrower under Section 2.15(a)),  any withholding tax that is imposed on amounts
payable to such Foreign  Lender at the time such Foreign  Lender becomes a party
to this Agreement (or  designates a new lending  office) or is  attributable  to
such  Foreign  Lender's  failure to comply with Section  2.14(e),  except to the
extent that such Foreign Lender (or its assignor,  if any) was entitled,  at the
time  of  designation  of a new  lending  office  (or  assignment),  to  receive
additional  amounts  from the  Borrower  with  respect to such  withholding  tax
pursuant to Section 2.14(a).

<PAGE>
                                                                               8


      "Expense  Reimbursement  Letter" shall mean that certain letter  agreement
regarding expense reimbursement of even date herewith,  between the Borrower and
the Administrative Agent.

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

      "Financial  Officer" of any person shall mean the chief financial officer,
principal accounting officer, treasurer or controller of such person.

      "Foreign Lender" shall mean any Lender that is organized under the laws of
a jurisdiction other than that in which the Borrower is located. For purposes of
this  definition,  the United  States of  America,  each State  thereof  and the
District of Columbia shall be deemed to constitute a single jurisdiction.

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

      "GAAP" shall mean United States generally accepted  accounting  principles
applied on a consistent basis.

      "Governmental  Authority" shall mean any Federal,  state, local or foreign
court or governmental agency, authority, instrumentality, regulatory body, board
or commission.

      "Granting  Lender" shall have the meaning assigned to such term in Section
9.04(i).

      "Guarantee" of or by any person shall mean any  obligation,  contingent or
otherwise,  of such  person  guaranteeing  or  having  the  economic  effect  of
guaranteeing  any  Indebtedness  or other  obligation  of any other  person (the
"primary obligor") in any manner, whether directly or indirectly,  and including
any  obligation of such person,  direct or indirect,  (a) to purchase or pay (or
advance or supply  funds for the  purchase or payment of) such  Indebtedness  or
other  obligation or to purchase (or to advance or supply funds for the purchase
of) any security for the payment of such Indebtedness or other  obligation,  (b)
to  purchase  or lease  property,  securities  or  services  for the  purpose of
assuring the owner of such  Indebtedness  or other  obligation of the payment of
such Indebtedness or other obligation or (c) to maintain working capital, equity
capital or any other financial  statement  condition or liquidity of the primary
obligor so as to enable the primary  obligor to pay such  Indebtedness  or other
obligation;  provided,  however,  that the term  "Guarantee"  shall not  include
endorsements for collection or deposit in the ordinary course of business.

<PAGE>
                                                                               9


      "Guarantee  and  Collateral   Agreement"  shall  mean  the  Guarantee  and
Collateral  Agreement,  substantially  in the  form  of  Exhibit  C,  among  the
Borrower,  the  Subsidiaries  party thereto,  and the  Collateral  Agent for the
benefit of the Secured Parties.

      "Hazardous  Materials" shall mean (a) any petroleum products or byproducts
and all other  hydrocarbons,  coal ash, radon gas,  asbestos,  urea formaldehyde
foam insulation,  polychlorinated  biphenyls,  chlorofluorocarbons and all other
ozone-depleting  substances and (b) any chemical,  material,  substance or waste
that is  prohibited,  limited or regulated  by or pursuant to any  Environmental
Law.

      "Hedging  Agreement"  shall mean any interest rate  protection  agreement,
foreign currency  exchange  agreement,  commodity price protection  agreement or
other interest or currency exchange rate or commodity price hedging arrangement.

      "Indebtedness"  of any person  shall mean,  without  duplication,  (a) all
obligations  of such person for  borrowed  money or with  respect to deposits or
advances of any kind,  (b) all  obligations  of such person  evidenced by bonds,
debentures,  notes or similar  instruments,  (c) all  obligations of such person
upon which interest  charges are  customarily  paid, (d) all obligations of such
person under  conditional sale or other title retention  agreements  relating to
property or assets purchased by such person,  (e) all obligations of such person
issued or  assumed  as the  deferred  purchase  price of  property  or  services
(excluding  accounts payable incurred in the ordinary course of business and not
more than 120 days overdue except to the extent such accounts  payable are being
contested in good faith by the Borrower or the applicable  Subsidiary),  (f) all
Indebtedness of others secured by (or for which the holder of such  Indebtedness
has an existing  right,  contingent or otherwise,  to be secured by) any Lien on
property  owned or  acquired  by such  person,  whether  or not the  obligations
secured  thereby  have  been  assumed,  (g) all  Guarantees  by such  person  of
Indebtedness of others,  (h) all Capital Lease  Obligations of such person,  (i)
all  obligations  of such  person as an  account  party in respect of letters of
credit  and  (j)  all   obligations  of  such  person  in  respect  of  bankers'
acceptances.  The  Indebtedness of any person shall include the  Indebtedness of
any partnership in which such person is a general partner.

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

      "Indemnitee"  shall  have the  meaning  assigned  to such term in  Section
9.05(b).

      "Information"  shall  have the  meaning  assigned  to such term in Section
9.16.

      "Intellectual  Property"  shall have the meaning  assigned to such term in
the Guarantee and Collateral Agreement.

      "Interest  Payment  Date" means (a) the 1st day of each month,  commencing
September 1, 2007, provided if any such day is not a Business Day, such Interest
Payment Date shall be extended to the next succeeding  Business Day and interest
shall accrue for each day of such  extension  and (b) the date of any payment of
principal in accordance with this Agreement.

<PAGE>
                                                                              10


      "Interest  Period" means a period  commencing on an Interest  Payment Date
and ending on the next succeeding  Interest Payment Date determined under clause
(a) of the definition  thereof;  provided that (x) the first Interest Period for
any  Tranche  A Loan  shall  commence  on the  Closing  Date and end on the next
succeeding  Interest Payment Date, (y) the first Interest Period for any Tranche
B Loan shall  commence on the date such  Tranche B Loan is funded by the Lenders
and end on the next succeeding Interest Payment Date, and (z) no Interest Period
with respect to any portion of the Loans shall extend beyond the Maturity  Date.
Interest shall accrue from and including the first day of an Interest  Period to
but excluding the last day of such Interest Period.

      "Lenders"  shall mean (a) the persons  listed on Schedule 2.01 (other than
any such person that has ceased to be a party hereto  pursuant to an  Assignment
and Acceptance) and (b) any person that has become a party hereto pursuant to an
Assignment and Acceptance.

      "LIBO Rate" means, with respect to any Interest Period, the rate appearing
on Reuters  Page  LIBOR01 (or on any  successor  or  substitute  page or service
providing rate quotations  comparable to those currently  provided on such page,
as  determined  by the  Administrative  Agent from time to time for  purposes of
providing  quotations of interest  rates  applicable  to dollar  deposits in the
London  interbank  market) at  approximately  11:00  a.m.,  New York  time,  two
Business Days prior to the commencement of such Interest Period, as the rate for
dollar deposits with a three-month  maturity (rounded upward to the nearest 1/16
of one  percent).  In the event that such rate is not available at such time for
any reason,  then the "LIBO Rate" with respect to such Interest  Period shall be
the  three-month  London  Interbank  Offered Rate (rounded upward to the nearest
1/16 of one  percent) as  published  in The Wall Street  Journal on such date of
determination, and if this later index ceases to exist or is no longer published
or announced,  then the term "LIBO Rate" means the Prime Rate (rounded upward to
the nearest 1/16 of one percent) as published in The Wall Street Journal on such
date of  determination.  The  LIBO  Rate  shall  be  determined  on any  date of
determination by the  Administrative  Agent or, if no Administrative  Agent then
exists, by the Lender of the Loan on which interest is owed.

      "Lien" shall mean,  with respect to any asset,  (a) any mortgage,  deed of
trust,  lien,  pledge,  encumbrance,  charge or security  interest in or on such
asset,  (b) the  interest  of a vendor or a lessor  under any  conditional  sale
agreement,  capital lease or title  retention  agreement (or any financing lease
having  substantially the same economic effect as any of the foregoing) relating
to such asset and (c) in the case of securities,  any purchase  option,  call or
similar right of a third party with respect to such securities.

      "Liquidity"  shall mean, as of any date, the aggregate  amount of cash and
Permitted Investments owned by the Loan Parties on such date.

      "Loan Documents" shall mean this Agreement, the Security Documents and the
promissory notes executed and delivered pursuant to Section 2.03(d).

<PAGE>
                                                                              11


      "Loan  Parties" shall mean  collectively,  the Borrower and the Subsidiary
Guarantors  (including,  for the avoidance of doubt,  each  Subsidiary  that has
ceased to be an Excluded  Subsidiary  and is required to execute and deliver the
Guarantee and Collateral Agreement pursuant to Section 5.12).

      "Loans"  shall mean the  Tranche A Loans,  the Tranche B Loans and any PIK
interest paid hereunder.

      "Make-Whole  Amount"  means,  with respect to any Loan, an amount equal to
the aggregate amount of interest that would have otherwise been payable from and
including  the date of prepayment  through but excluding the Stated  Maturity on
the Called Principal  (taking into account the  capitalization of PIK interest),
minus the  aggregate  amount of interest  the  Lenders  would earn if the Called
Principal were reinvested for the period from the date of prepayment through the
Stated Maturity at the Treasury Rate plus 0.50%.

      "Managed  Services  Agreement"  shall mean that certain  Managed  Services
Agreement of even date herewith,  by and between the Borrower and Stellar Nordia
Services LLC, a Nevada limited liability company.

      "Margin Stock" shall have the meaning  assigned to such term in Regulation
U.  "Material  Adverse  Change"  shall  mean a  Material  Adverse  Effect or the
existence of any action, suit,  investigation,  litigation or proceeding pending
or  threatened  that (i) would  reasonably  be  expected  to (A) have a material
adverse effect on the assets,  liabilities,  customer or supplier relationships,
financial condition, operations or results of operations of the Borrower and its
Subsidiaries  and the TRS Division taken as a whole,  (B)  materially  adversely
affect  the  ability  of the  Borrower  and  its  Subsidiaries  to  perform  its
obligations under the Acquisition  Agreement or the Loan Documents or (ii) would
reasonably be expected to materially  adversely  affect the  Acquisition  or the
Transactions or prevent the anticipated use of the proceeds of the Loans.

      "Material  Adverse  Effect"  shall mean a material  adverse  change in the
assets,  liabilities,  customer or supplier relationships,  financial condition,
operations or results of operations of the Borrower and its Subsidiaries and the
TRS Division taken as a whole,  provided,  however,  in each case, not including
any  change  that  (A) is  generally  applicable  to the  U.S.  economy,  (B) is
generally applicable to Internet protocol data and voice providers,  (C) results
from the  execution  of the  Acquisition  Agreement or the  announcement  of the
Acquisition Agreement or (D) relates to changes in generally accepted accounting
principles  generally  applicable to companies serving as Internet protocol data
and voice providers occurring after the date of the Acquisition Agreement

      "Material Indebtedness" shall mean Indebtedness (other than the Loans), or
obligations in respect of one or more Hedging Agreements,  of any one or more of
the  Borrower or any  Subsidiary  in an  aggregate  principal  amount  exceeding
$250,000.  For purposes of  determining  Material  Indebtedness,  the "principal
amount" of the  obligations  of the Borrower or any Subsidiary in respect of any
Hedging  Agreement  at any time shall

<PAGE>
                                                                              12


be the maximum  aggregate amount (giving effect to any netting  agreements) that
the  Borrower  or such  Subsidiary  would  be  required  to pay if such  Hedging
Agreement were terminated at such time.

      "Maturity  Date"  shall  mean  the  earliest  of (i)  consummation  of the
Acquisition,  (ii)  the  date  that  is 90 days  after  the  termination  of the
Acquisition Agreement or (iii) Stated Maturity.

      "Maximum  Rate"  shall have the  meaning  assigned to such term in Section
9.09.

      "Moody's"  shall mean Moody's  Investors  Service,  Inc., or any successor
thereto.

      "Mortgaged  Properties"  shall  mean  each  parcel  of real  property  and
improvements  thereto  with  respect to which a Mortgage is granted  pursuant to
Section 5.12.

      "Mortgages" shall mean the mortgages, deeds of trust, leasehold mortgages,
assignments  of leases and rents,  modifications  and other  security  documents
delivered pursuant to Section 5.12.

      "Multiemployer Plan" shall mean a multiemployer plan as defined in Section
4001(a)(3) of ERISA.

      "Net Cash Proceeds"  shall mean,  with respect to any Asset Sale, the cash
proceeds (including cash proceeds  subsequently  received (as and when received)
in respect of noncash  consideration  initially  received),  net of (i)  selling
expenses  (including  reasonable  broker's fees or commissions,  legal and other
professional  fees,  transfer and similar  taxes and the  Borrower's  good faith
estimate of income  taxes paid or payable in  connection  with such sale),  (ii)
amounts provided as a reserve,  in accordance with GAAP, against any liabilities
under any  indemnification  obligations or purchase price adjustment  associated
with such  Asset  Sale  (provided  that,  to the extent and at the time any such
amounts are released from such reserve,  such amounts shall  constitute Net Cash
Proceeds) and (iii) the principal amount,  premium or penalty,  if any, interest
and other amounts on any Indebtedness which is secured by the asset sold in such
Asset Sale and which is required to be repaid with such proceeds (other than any
such Indebtedness  assumed by the purchaser of such asset);  provided,  however,
that, if (x) the Borrower shall deliver a certificate of a Financial  Officer to
the  Administrative  Agent at the time of  receipt  thereof  setting  forth  the
Borrower's  intent to reinvest such proceeds in productive assets of a kind then
used or usable in the business of the Borrower and its  Subsidiaries  within 180
days of receipt of such  proceeds  and (y) no Default or Event of Default  shall
have occurred and shall be continuing at the time of such  certificate or at the
proposed time of the  application  of such  proceeds,  such  proceeds  shall not
constitute Net Cash Proceeds except to the extent not so used at the end of such
180-day  period,  at which  time  such  proceeds  shall be deemed to be Net Cash
Proceeds.

      "Obligations"  shall  mean all  obligations  of every  nature of each Loan
Party from time to time owed to the Collateral Agent, the Administrative  Agent,
the  Lenders or any

<PAGE>
                                                                              13


of them under the Loan Documents,  whether for principal,  interest,  Make-Whole
Amount, fees, expenses, indemnification or otherwise.

      "OFAC" shall have the meaning assigned to such term in Section 3.25(d).

      "Organizational  Documents" means with respect to any person, its charter,
certificate  or articles of  incorporation,  bylaws,  articles of  organization,
operating agreement, members agreement,  partnership agreement, voting trust, or
similar  agreement or  instrument  governing  the formation or operation of such
person.

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

      "PBGC" shall mean the Pension Benefit Guaranty Corporation referred to and
defined in ERISA.

      "Perfection   Certificate"   shall   mean   the   Perfection   Certificate
substantially  in  the  form  of  Exhibit  B to  the  Guarantee  and  Collateral
Agreement.

      "Permitted  Acquisition"  shall have the meaning  assigned to such term in
Section 6.04(g).

      "Permitted Investments" shall mean:

      (a) direct obligations of, or obligations the principal of and interest on
which are unconditionally guaranteed by, the United States of America (or by any
agency thereof to the extent such  obligations  are backed by the full faith and
credit of the United States of America),  in each case maturing  within one year
from the date of acquisition thereof;

      (b) investments in commercial paper maturing within 270 days from the date
of  acquisition  thereof and having,  at such date of  acquisition,  the highest
credit rating obtainable from S&P or from Moody's;

      (c) investments in certificates of deposit,  banker's acceptances and time
deposits maturing within one year from the date of acquisition thereof issued or
guaranteed  by or placed  with,  and money  market  deposit  accounts  issued or
offered by any domestic  office of any commercial  bank organized under the laws
of the United States of America or any State thereof that has a combined capital
and surplus and undivided profits of not less than $500,000,000;

      (d) fully  collateralized  repurchase  agreements  with a term of not more
than 30 days for securities  described in clause (a) above and entered into with
a financial institution satisfying the criteria of clause (c) above;

<PAGE>
                                                                              14


      (e) investments in "money market funds" within the meaning of Rule 2a-7 of
the  Investment  Company  Act of 1940,  as amended,  substantially  all of whose
assets are invested in  investments of the type described in clauses (a) through
(d) above; and

      (f) investments in so-called "auction rate" securities rated AAA or higher
by S&P or Aaa or higher by Moody's  and which have a reset date not more than 90
days from the date of acquisition thereof.

      "person" shall mean any natural person, corporation, business trust, joint
venture,   association,   company,   limited  liability  company,   partnership,
Governmental Authority or other entity.

      "PIK" shall have the meaning assigned to such term in Section 2.04(b).

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

      "Qualified  Capital Stock" of any person shall mean any Equity Interest of
such person that is not Disqualified Stock.

      "Register"  shall  have  the  meaning  assigned  to such  term in  Section
9.04(d).

      "Regulation  T" shall mean  Regulation T of the Board as from time to time
in effect and all official rulings and interpretations thereunder or thereof.

      "Regulation  U" shall mean  Regulation U of the Board as from time to time
in effect and all official rulings and interpretations thereunder or thereof.

      "Regulation  X" shall mean  Regulation X of the Board as from time to time
in effect and all official rulings and interpretations thereunder or thereof.

      "Related  Fund" shall mean,  with  respect to any Lender that is a fund or
commingled  investment  vehicle that invests in bank loans,  any other fund that
invests in bank loans and is managed or advised by the same  investment  advisor
as such Lender or by an Affiliate of such investment advisor.

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

      "Release"  shall mean any  release,  spill,  emission,  leaking,  dumping,
injection,  pouring,  deposit,  disposal,  discharge,   dispersal,  leaching  or
migration  into or  through  the  environment  or within  or upon any  building,
structure, facility or fixture.

<PAGE>
                                                                              15


      "Required  Lenders"  shall mean,  at any time,  Lenders  having  Loans and
Commitments  representing  more than 50% of the sum of all Loans and Commitments
at such time;  provided  that,  for purposes of any  determination  to provide a
requested  Tranche B Loan under Section 2.01(d),  "Required  Lenders" shall mean
Lenders having Commitments representing more than 50% of all Commitments at such
time.

      "Responsible  Officer" of any person shall mean any  executive  officer or
Financial  Officer  of such  person and any other  officer  or similar  official
thereof  responsible for the administration of the obligations of such person in
respect of this Agreement.

      "Restricted  Indebtedness"  shall mean Indebtedness of the Borrower or any
Subsidiary,  the  payment,  prepayment,  repurchase  or  defeasance  of which is
restricted under Section 6.09(b).

      "Restricted  Payment"  shall  mean  any  dividend  or  other  distribution
(whether  in cash,  securities  or other  property)  with  respect to any Equity
Interests in the Borrower or any  Subsidiary,  or any payment  (whether in cash,
securities or other property), including any sinking fund or similar deposit, on
account of the purchase, redemption,  retirement,  acquisition,  cancellation or
termination of any Equity Interests in the Borrower or any Subsidiary.

      "S&P"  shall mean  Standard & Poor's  Ratings  Service,  or any  successor
thereto.

      "SEC" shall mean the United States Securities and Exchange Commission.

      "Secured  Parties"  shall have the  meaning  assigned  to such term in the
Guarantee and Collateral Agreement.

      "Security  Documents"  shall mean the Guarantee and Collateral  Agreement,
the Mortgages, if any, and each of the security agreements,  mortgages and other
instruments  and  documents  executed  and  delivered  pursuant  to  any  of the
foregoing or pursuant to Section 5.12.

      "Solvent" shall have the meaning assigned to such term in Section 3.22.

      "SPC" shall have the meaning assigned to such term in Section 9.04(i).

      "Stated Maturity" shall mean August 2, 2008.

      "Statutory  Reserves" shall mean a fraction (expressed as a decimal),  the
numerator of which is the number one and the  denominator of which is the number
one minus the  aggregate  of the  maximum  reserve  percentages  (including  any
marginal,  special,  emergency or supplemental  reserves) expressed as a decimal
established by the Board and any other banking  authority,  domestic or foreign,
to which the Administrative Agent or any Lender (including any branch, Affiliate
or other fronting  office making or holding a Loan) is subject for  Eurocurrency
Liabilities (as defined in Regulation D of the Board). Loans bearing interest at
a rate  determined  by reference  to the  Adjusted  LIBO

<PAGE>
                                                                              16


Rate  shall be deemed to  constitute  Eurocurrency  Liabilities  as  defined  in
Regulation D of the Board and to be subject to such reserve requirements without
benefit of or credit for proration,  exemptions or offsets that may be available
from time to time to any Lender  under such  Regulation  D.  Statutory  Reserves
shall be adjusted automatically on and as of the effective date of any change in
any reserve percentage.

      "Stock  Purchase   Agreement"  shall  mean  that  certain  Stock  Purchase
Agreement of even date herewith, by and between CCP A, L.P. and the Borrower.

      "Subsidiary" shall mean, with respect to any person (herein referred to as
the  "parent"),  any  corporation,   partnership,   limited  liability  company,
association or other business entity (a) of which  securities or other ownership
interests  representing  more  than 50% of the  equity  or more  than 50% of the
ordinary voting power or more than 50% of the general partnership interests are,
at the time any determination is being made,  owned,  Controlled or held, or (b)
that is, at the time any  determination is made,  otherwise  Controlled,  by the
parent or one or more  subsidiaries  of the  parent or by the  parent and one or
more subsidiaries of the parent.  Unless the context otherwise clearly requires,
any reference to a  "Subsidiary"  is a reference to a Subsidiary of the Borrower
after  giving  effect  to  the  transactions  contemplated  by  the  Transaction
Documents.

      "Subsidiary  Guarantor"  shall  mean each  Subsidiary  listed on  Schedule
1.01(b),  and each other  Subsidiary that is or becomes a party to the Guarantee
and  Collateral  Agreement or  otherwise  provides a guarantee in respect of the
Obligations.

      "Synthetic  Purchase  Agreement" shall mean any swap,  derivative or other
agreement or  combination  of  agreements  pursuant to which the Borrower or any
Subsidiary is or may become obligated to make (a) any payment in connection with
a purchase  by any third  party from a person  other  than the  Borrower  or any
Subsidiary of any Equity Interest or Restricted  Indebtedness or (b) any payment
(other than on account of a permitted  purchase by it of any Equity  Interest or
Restricted  Indebtedness)  the amount of which is determined by reference to the
price or value at any time of any Equity  Interest or  Restricted  Indebtedness;
provided  that no phantom  stock or similar plan  providing for payments only to
current or former  directors,  officers  or  employees  of the  Borrower  or the
Subsidiaries  (or to their heirs or  estates)  shall be deemed to be a Synthetic
Purchase Agreement.

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

      "Terrorism  Order" shall have the meaning assigned to such term in Section
3.25.

      "Tranche A  Commitment"  shall  mean,  with  respect to each  Lender,  the
commitment  of such  Lender to make  Tranche A Loans  hereunder  as set forth on
Schedule 2.01, or in the Assignment and Acceptance pursuant to which such Lender
assumed its Tranche A Commitment,  as applicable, as the same may be (a) reduced
from time to time  pursuant to Section  2.06 and (b) reduced or  increased  from
time to time

<PAGE>
                                                                              17


pursuant to  assignments  by or to such Lender  pursuant  to Section  9.04.  The
initial aggregate amount of the Lenders' Tranche A Commitments is $1,000,000.

      "Tranche B  Commitment"  shall  mean,  with  respect to each  Lender,  the
commitment  of such  Lender to make  Tranche B Loans  hereunder  as set forth on
Schedule 2.01, or in the Assignment and Acceptance pursuant to which such Lender
assumed its Tranche B Commitment,  as applicable, as the same may be (a) reduced
from time to time  pursuant to Section  2.06 and (b) reduced or  increased  from
time to time pursuant to  assignments  by or to such Lender  pursuant to Section
9.04.  The initial  aggregate  amount of the Lenders'  Tranche B Commitments  is
$2,500,000.

      "Tranche A Loans" shall mean the loans made by the Lenders to the Borrower
pursuant to Section 2.01(a) hereof and any PIK interest paid thereon.

      "Tranche B Loans" shall mean the loans made by the Lenders to the Borrower
pursuant  to  Section  2.01(b)  through  (d) hereof  and any PIK  interest  paid
thereon.

      "Transaction  Documents"  shall  mean the  Acquisition  Agreement  and all
material   exhibits  and  schedules   thereto  and  all   agreements   expressly
contemplated  thereby and the Loan Documents,  in each case as amended from time
to time in accordance with the terms hereof and thereof.

      "Transactions" shall mean,  collectively,  the transactions to occur on or
about the Closing Date pursuant to the Transaction Documents,  including (a) the
signing of the Acquisition  Agreement;  (b) the signing of the Managed  Services
Agreement; (c) the payment of the Deposit; (d) the execution and delivery of the
Loan Documents and the borrowings hereunder; and (e) the payment of related fees
and expenses.

      "Treasury  Rate"  shall  mean a rate per annum  (computed  on the basis of
actual days elapsed over a year of 360 days) equal to the rate determined by the
Required Lenders on the date 3 Business Days prior to the date of prepayment, to
be the yield  expressed  as a rate listed in The Wall Street  Journal for United
States  Treasury  securities  having a term ending closest to, but prior to, the
Stated Maturity.

      "TRS  Division"  shall  have  the  meaning  assigned  to such  term in the
preliminary statement to this Agreement.

      "USA  PATRIOT  Act" shall mean The  Uniting and  Strengthening  America by
Providing  Appropriate Tools Required to Intercept and Obstruct Terrorism Act of
2001 (Title III of Pub. L. No. 107-56 (signed into law October 26, 2001)).

      "wholly  owned  Subsidiary"  of any person shall mean a subsidiary of such
person of which securities  (except for directors'  qualifying  shares) or other
ownership  interests  representing 100% of the Equity Interests are, at the time
any determination is being made, owned, Controlled or held by such person or one
or more wholly  owned  Subsidiaries  of such person or by such person and one or
more wholly owned Subsidiaries of such person.

<PAGE>
                                                                              18


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

      SECTION 1.02. Terms Generally. The definitions in Section 1.01 shall apply
equally to both the singular and plural forms of the terms defined. Whenever the
context may require,  any pronoun  shall  include the  corresponding  masculine,
feminine and neuter forms. The words "include", "includes" and "including" shall
be deemed to be followed  by the phrase  "without  limitation".  The word "will"
shall be construed to have the same meaning and effect as the word "shall";  and
the words "asset" and  "property"  shall be construed as having the same meaning
and  effect  and to refer to any and all  tangible  and  intangible  assets  and
properties,  including  cash,  securities,  accounts  and contract  rights.  All
references herein to Articles,  Sections, Exhibits and Schedules shall be deemed
references  to Articles and Sections  of, and  Exhibits and  Schedules  to, this
Agreement  unless the  context  shall  otherwise  require.  Except as  otherwise
expressly  provided  herein,  (a) any  reference  in this  Agreement to any Loan
Document  shall  mean  such  document  as  amended,  restated,  supplemented  or
otherwise  modified  from  time to time and (b) all  terms of an  accounting  or
financial  nature shall be construed in accordance  with GAAP, as in effect from
time  to  time;   provided,   however,   that  if  the  Borrower   notifies  the
Administrative  Agent that the Borrower  wishes to amend any covenant in Article
VI or any  related  definition  to  eliminate  the  effect of any change in GAAP
occurring after the date of this Agreement on the operation of such covenant (or
if the Administrative Agent notifies the Borrower that the Required Lenders wish
to amend  Article  VI or any  related  definition  for such  purpose),  then the
Borrower's  compliance  with such  covenant  shall be determined on the basis of
GAAP in effect  immediately before the relevant change in GAAP became effective,
until either such notice is  withdrawn  or such  covenant is amended in a manner
satisfactory to the Borrower and the Required Lenders.

      SECTION 1.03. 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 as an
exception to, or would otherwise be within the limitations of, another  covenant
shall not avoid the  occurrence of an Event of Default or Default if such action
is taken or condition exists.

                                   ARTICLE II

                                   The Credits

      SECTION 2.01.  Commitments.  (a) Subject to the terms and  conditions  and
relying upon the  representations  and warranties  herein set forth, each Lender
agrees,  severally and not jointly,  to make a Tranche A Loan to the Borrower on
the Closing Date in a principal  amount not to exceed its Tranche A  Commitment,
at a purchase price of 96.5% of par.

      (b) If  requested by the Borrower  pursuant to Section  2.01(c)  after the
Closing Date but prior to the termination or expiration of the Commitments,  the
Lenders  may, in the sole  discretion  of the Required  Lenders,  make Tranche B
Loans to the Borrower from

<PAGE>
                                                                              19


time to time in an aggregate  principal  amount not to exceed  their  respective
Tranche B Commitments, at a purchase price of 100.0% of par.

      (c) If the  Borrower  wishes to request  that the Lenders make a Tranche B
Loan, the Borrower shall deliver to the  Administrative  Agent and the Lenders a
duly completed Borrowing Notice not later than 1:00 p.m. New York City time on a
Business Day that is not less than ten (10) Business Days prior to the requested
funding date for such Borrowing. Each such Borrowing Notice shall be irrevocable
and shall  specify (i) the  requested  date of the  Borrowing  (which shall be a
Business  Day),  (ii) the  principal  amount of Tranche B Loans  requested to be
borrowed  in such  Borrowing  (which  shall not be less  than the  lesser of (A)
$500,000,  and (B) all remaining Tranche B Commitments),  (iii) the expected use
of proceeds of such Tranche B Loans and (iv) such other information  relating to
the Borrowing set forth in the Borrowing Notice.

      (d) If, within seven (7) Business  Days of receipt of a Borrowing  Notice,
Lenders constituting the Required Lenders shall have notified the Administrative
Agent and the Borrower that they are willing to provide the requested  Tranche B
Loan, the Lenders shall,  subject to satisfaction of the conditions set forth in
Section 4.02 hereof and relying upon the  representations  and warranties herein
set forth, fund their respective pro rata portions of such Tranche B Loan on the
requested   funding  date  in  accordance  with  their   respective   Tranche  B
Commitments.

      (e) Amounts paid or prepaid in respect of Loans may not be reborrowed.

      SECTION 2.02.  Loans. (a) The failure of any Lender to make any Loan shall
not in itself  relieve any other Lender of its  obligation to lend hereunder (it
being understood,  however,  that no Lender shall be responsible for the failure
of any other Lender to make any Loan required to be made by such other Lender).

      (b) Each Lender  shall make the Tranche A Loan to be made by it  hereunder
on the Closing  Date by wire  transfer of  immediately  available  funds to such
account in New York City as the Borrower may designate not later than 1:00 p.m.,
New York City time.  Each Lender  shall make any Tranche B Loan to be made by it
hereunder  on the  requested  funding  date  by  wire  transfer  of  immediately
available  funds to such account in New York City as the Borrower may  designate
not later than 1:00 p.m., New York City time.

      SECTION  2.03.  Evidence of Debt;  Repayment  of Loans.  (a) The  Borrower
hereby  unconditionally  promises to pay to each Lender the principal  amount of
each Loan of such Lender as provided in Section 2.07.

      (b) Each Lender shall  maintain in accordance  with its usual  practice an
account or accounts  evidencing the  indebtedness of the Borrower to such Lender
resulting from the Loan made by such Lender,  including the amounts of principal
and cash and PIK  interest  payable  and paid to such  Lender  from time to time
under this Agreement.

      (c) The entries made in the accounts  maintained pursuant to paragraph (b)
above  shall be  prima  facie  evidence  of the  existence  and  amounts  of the
obligations therein recorded;  provided, however, that the failure of any Lender
to maintain  such

<PAGE>
                                                                              20


accounts or any error therein shall not in any manner affect the  obligations of
the Borrower to repay the Loans in accordance with their terms.

      (d) On the Closing  Date,  the Borrower  shall execute and deliver to each
Lender a promissory  note payable to such Lender and its  registered  assigns in
substantially the form attached hereto as Exhibit D.

      SECTION 2.04.  Interest on Loans. (a) Subject to the provisions of Section
2.05, the Loans shall bear interest  (computed on the basis of the actual number
of days  elapsed  over a year of 360  days)  at a rate  per  annum  equal to the
Adjusted LIBO Rate then in effect plus the Applicable Percentage.

      (b) Interest on each Loan shall be payable in cash on the Interest Payment
Dates except as otherwise provided in this Agreement; provided that a portion of
the interest on the Loans representing interest at a rate per annum equal to the
Applicable  PIK  Percentage  shall be  payable in kind  ("PIK") on the  Interest
Payment Dates in the form of additional Loans (valued at 100% of the face amount
thereof,  which shall be rounded  upward to the nearest  $1.00).  The applicable
Adjusted LIBO Rate for each Interest Period or day within an Interest Period, as
the case may be,  shall be  determined  by the  Administrative  Agent,  and such
determination shall be conclusive absent manifest error.

      SECTION  2.05.  Default  Interest.  If any  Event of  Default  occurs  and
continues  unremedied for two Business Days, to the extent permitted by law, the
Obligations shall, while such Event of Default exists, bear cash interest (after
as well as before judgment), payable on demand, at the rate otherwise applicable
to a Loan pursuant to Section 2.04 plus 2.00% per annum.

      SECTION 2.06. Termination of Commitments.  The Tranche A Commitments shall
automatically  terminate  upon the making of the Loans on the Closing Date.  All
Commitments shall  automatically  terminate at 5:00 p.m., New York City time, on
December 31, 2007 if the Closing Date shall not have occurred by such time.

      SECTION 2.07.  Repayment of Loans. To the extent not previously  paid, all
Loans  (including  capitalized  PIK  interest)  shall be due and  payable on the
Maturity  Date  together  with  accrued and unpaid cash and PIK  interest on the
principal  amount to be paid to but excluding the date of payment.  The Borrower
shall  pay all such  amounts  to the  Lenders  on the  Maturity  Date or, if the
Maturity  Date is not a  Business  Day,  on the  next  preceding  Business  Day.
Notwithstanding  anything to the contrary in the foregoing or in the  definition
of "Maturity  Date",  any repayment of the Loans on the date of  consummation of
the Acquisition shall be deemed an optional  prepayment of the Loans pursuant to
Section 2.08(a) hereof (but not subject to Section 2.08(b)) unless (i) the Loans
are repaid with the  proceeds of a debt  financing  provided by the Agent or its
Affiliates  or (ii)  the  Loans  are not  repaid  with  the  proceeds  of a debt
financing provided by the Agent or its Affiliates solely as a result of a breach
by the Agent or such Affiliates of its obligation to provide such debt financing
under the Debt Commitment Letter.

<PAGE>
                                                                              21


      SECTION  2.08.  Prepayment.  (a) The Borrower  shall have the right at any
time and from time to time to prepay any of the Loans,  in whole or in part,  at
100% of the principal amount so prepaid,  plus the Make-Whole Amount and accrued
and unpaid  cash and PIK  interest  thereon,  to but  excluding  the  applicable
prepayment date (provided,  however, that each partial prepayment shall be in an
amount that is an integral multiple of $100,000 and not less than $500,000). The
Borrower  will  give at least 5  Business  Days'  prior  written  notice of each
optional  prepayment under this Section 2.08(a) to the Administrative  Agent and
the Lenders.  Each such notice shall specify the prepayment  date, the aggregate
principal  amount of the Loans to be prepaid on such date, the principal  amount
of each Loan owned by such Lender to be prepaid  (determined in accordance  with
Section 2.11),  and the interest to be paid on the prepayment  date with respect
to  such  principal  amount  being  prepaid,  and  shall  be  accompanied  by  a
certificate of a Financial Officer as to the estimated  Make-Whole Amount due in
connection with such  prepayment  (calculated as if the date of such notice were
the date of the prepayment), setting forth the details of such computation. Such
notice shall be  irrevocable  unless the  Required  Lenders  agree  otherwise in
writing,  and shall commit the Borrower to prepay the Loans by the amount stated
therein on the date stated therein.  Two Business Days prior to such prepayment,
the  Borrower  shall  deliver  to each  Lender  and the  Administrative  Agent a
certificate of a Financial Officer specifying the calculation of such Make-Whole
Amount as of the specified prepayment date.

      (b) Not later than the 20th Business Day following the receipt of Net Cash
Proceeds in respect of any Asset Sale,  the Borrower shall apply 100% of the Net
Cash Proceeds received with respect thereto to prepay  outstanding Loans at 100%
of the principal amount so prepaid,  plus the Make-Whole  Amount and accrued and
unpaid cash and PIK interest thereon, to but excluding the date of payment.  Two
Business  Days prior to such  prepayment,  the  Borrower  shall  deliver to each
Lender  and  the  Administrative  Agent a  certificate  of a  Financial  Officer
specifying  the  calculation  of  such  Make-Whole  Amount  as of the  specified
prepayment date.

      (c) All  prepayments  under this  Section 2.08 shall be subject to Section
2.10.

      SECTION   2.09.   Reserve    Requirements;    Change   in   Circumstances.
(a) Notwithstanding any other provision of this Agreement,  if any Change in Law
shall impose, modify or deem applicable any reserve,  special deposit or similar
requirement  against  assets of,  deposits  with or for the account of or credit
extended by any Lender (except any such reserve  requirement  which is reflected
in the  Adjusted  LIBO  Rate) or  shall  impose  on such  Lender  or the  London
interbank  market any other condition  affecting this Agreement or Loans made by
such  Lender,  and the result of any of the  foregoing  shall be to increase the
cost to such Lender of making or maintaining any Loan or to reduce the amount of
any sum received or receivable by such Lender  hereunder  (whether of principal,
interest or otherwise)  by an amount deemed by such Lender to be material,  then
the Borrower will pay to such Lender,  upon demand,  such  additional  amount or
amounts as will  compensate  such Lender for such  additional  costs incurred or
reduction suffered.

<PAGE>
                                                                              22


      (b) If any Lender shall have  determined  that any Change in Law regarding
capital  adequacy has or would have the effect of reducing the rate of return on
such Lender's  capital or on the capital of such Lender's  holding  company,  if
any,  as a  consequence  of this  Agreement  or the  Loans  made by such  Lender
pursuant hereto to a level below that which such Lender or such Lender's holding
company   could  have   achieved  but  for  such  Change  in  Law  (taking  into
consideration  such Lender's  policies and the policies of such Lender's holding
company with respect to capital  adequacy) by an amount deemed by such Lender to
be material,  then from time to time the Borrower  shall pay to such Lender such
additional  amount or amounts as will  compensate  such Lender or such  Lender's
holding company for any such reduction suffered.

      (c) A  certificate  of a  Lender  setting  forth  the  amount  or  amounts
necessary to compensate such Lender or its holding  company,  as applicable,  as
specified in  paragraph  (a) or (b) above shall be delivered to the Borrower and
shall be conclusive  absent manifest  error.  The Borrower shall pay such Lender
the amount shown as due on any such  certificate  delivered by it within 10 days
after its receipt of the same.

      (d) Failure or delay on the part of any Lender to demand  compensation for
any increased costs or reduction in amounts  received or receivable or reduction
in return on capital  shall not  constitute a waiver of such  Lender's  right to
demand such  compensation;  provided  that the  Borrower  shall not be under any
obligation  to  compensate  any  Lender  under  paragraph  (a) or (b) above with
respect to increased costs or reductions with respect to any period prior to the
date  that is 90 days  prior  to such  request  if  such  Lender  knew or  could
reasonably have been expected to know of the  circumstances  giving rise to such
increased  costs or  reductions  and of the fact that such  circumstances  would
result in a claim for increased  compensation  by reason of such increased costs
or reductions; provided further that the foregoing limitation shall not apply to
any increased costs or reductions arising out of the retroactive  application of
any Change in Law within such 90-day  period.  The  protection  of this  Section
shall be available to each Lender and  regardless of any possible  contention of
the invalidity or  inapplicability of the Change in Law that shall have occurred
or been imposed.

      SECTION 2.10. Indemnity.  The Borrower shall indemnify each Lender against
any loss or expense  that such Lender may sustain or incur as a  consequence  of
(a) any event,  other than a default by such  Lender in the  performance  of its
obligations hereunder, which results in such Lender receiving or being deemed to
receive any amount on account of the  principal  of any Loan prior to the end of
the Interest Period in effect  therefor (a "Breakage  Event") or (b) any default
in the making of any payment or prepayment required to be made hereunder. In the
case of any  Breakage  Event,  such loss shall  include  an amount  equal to the
excess,  as reasonably  determined by such Lender,  of (i) its cost of obtaining
funds for the Loan that is the  subject  of such  Breakage  Event for the period
from the date of such Breakage  Event to the last day of the Interest  Period in
effect (or that would have been in effect) for such Loan over (ii) the amount of
interest  likely to be realized by such Lender in redeploying the funds released
or not utilized by reason of such Breakage Event for such period.  A certificate
of any Lender  setting forth any amount or amounts which such Lender is entitled
to receive  pursuant to this Section 2.10 shall be delivered to the Borrower and
shall be conclusive absent manifest error.

<PAGE>
                                                                              23


      SECTION 2.11. Pro Rata Treatment.  Each payment or prepayment of principal
of the Loans and each  payment of cash or PIK interest or  Make-Whole  Amount on
the Loans shall be allocated pro rata among the Lenders in  accordance  with the
respective principal amounts of their outstanding Loans.

      SECTION  2.12.  Sharing of Setoffs.  Each Lender  agrees that if it shall,
through the exercise of a right of banker's lien, setoff or counterclaim against
the  Borrower  or any other Loan Party,  or  pursuant  to a secured  claim under
Section 506 of Title 11 of the United States Code or other  security or interest
arising from, or in lieu of, such secured  claim,  received by such Lender under
any applicable bankruptcy,  insolvency or other similar law or otherwise,  or by
any other means,  obtain payment  (voluntary or  involuntary)  in respect of any
Loan as a result of which the unpaid  principal  portion  of its Loans  shall be
proportionately less than the unpaid principal portion of the Loans of any other
Lender,  it shall be deemed  simultaneously  to have  purchased  from such other
Lender at face value,  and shall  promptly pay to such other Lender the purchase
price  for,  a  participation  in the Loans of such  other  Lender,  so that the
aggregate unpaid principal amount of the Loans and  participations in Loans held
by each Lender shall be in the same proportion to the aggregate unpaid principal
amount of all Loans then  outstanding as the principal amount of its Loans prior
to such exercise of banker's lien,  setoff or counterclaim or other event was to
the principal amount of all Loans outstanding prior to such exercise of banker's
lien, setoff or counterclaim or other event; provided, however, that if any such
purchase or purchases or adjustments shall be made pursuant to this Section 2.12
and the payment giving rise thereto shall thereafter be recovered, such purchase
or purchases or  adjustments  shall be rescinded to the extent of such  recovery
and the purchase price or prices or adjustment  restored without  interest.  The
Borrower  expressly  consents to the foregoing  arrangements and agrees that any
Lender  holding a  participation  in a Loan deemed to have been so purchased may
exercise  any and all  rights of  banker's  lien,  setoff or  counterclaim  with
respect to any and all moneys  owing by the  Borrower  to such  Lender by reason
thereof as fully as if such Lender had made a Loan  directly to the  Borrower in
the amount of such participation.

      SECTION  2.13.  Payments.   (a)  The  Borrower  shall  make  each  payment
(including principal of or interest on any Loan or any fees or other amounts but
excluding PIK interest paid in accordance  with the terms hereof)  hereunder and
under any other Loan Document not later than 1:00 pm, New York City time, on the
date when due in  immediately  available  dollars,  without  setoff,  defense or
counterclaim.  Each  such  payment  that is  payable  to a Lender  shall be paid
directly  to such  Lender at the office  identified  on  Schedule  2.01 for such
Lender or as otherwise directed by such Lender in writing from time to time, and
each such payment that is payable to the Administrative  Agent or the Collateral
Agent shall be paid directly to the Administrative Agent or Collateral Agent, as
applicable,  at their  respective  offices  identified  on  Schedule  2.01 or as
otherwise  directed  by  the  Administrative   Agent  or  Collateral  Agent,  as
applicable, in writing from time to time.

      (b) Except as otherwise  expressly  provided herein,  whenever any payment
(including  principal of or cash or PIK interest or the Make-Whole Amount on any
Loan or any fees or other  amounts)  hereunder or under any other Loan  Document
shall become

<PAGE>
                                                                              24


due, or otherwise would occur, on a day that is not a Business Day, such payment
may be made on the next  succeeding  Business  Day,  and such  extension of time
shall in such case be  included  in the  computation  of  interest  or fees,  if
applicable.

      SECTION  2.14.  Taxes.  Any  and  all  payments  by or on  account  of any
obligation of the Borrower or any other Loan Party  hereunder or under any other
Loan  Document  shall be made free and clear of and  without  deduction  for any
Indemnified  Taxes or Other Taxes;  provided  that, if the Borrower or any other
Loan Party shall be required to deduct any Indemnified Taxes or Other Taxes from
such payments,  then (i) the sum payable shall be increased as necessary so that
after  making  all  required  deductions  (including  deductions  applicable  to
additional sums payable under this Section) the  Administrative  Agent or Lender
(as the case may be) receives an amount equal to the sum it would have  received
had no such  deductions  been made,  (ii) the  Borrower or such Loan Party shall
make such  deductions  and (iii) the  Borrower  or such Loan Party shall pay the
full amount deducted to the relevant  Governmental  Authority in accordance with
applicable law.

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

      (c) The Borrower shall indemnify the Administrative Agent and each Lender,
within  10 days  after  written  demand  therefor,  for the full  amount  of any
Indemnified  Taxes  or  Other  Taxes  paid by the  Administrative  Agent or such
Lender,  as the case may be, on or with  respect to any payment by or on account
of any obligation of the Borrower or any other Loan Party hereunder or under any
other Loan  Document  (including  Indemnified  Taxes or Other  Taxes  imposed or
asserted on or  attributable  to amounts  payable  under this  Section)  and any
penalties,  interest and reasonable  expenses arising  therefrom or with respect
thereto,  whether or not such Indemnified Taxes or Other Taxes were correctly or
legally  imposed  or  asserted  by  the  relevant  Governmental   Authority.   A
certificate  as to the amount of such  payment  or  liability  delivered  to the
Borrower by a Lender, or by the Administrative  Agent on behalf of itself, shall
be conclusive absent manifest error.

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

      (e) Any Foreign  Lender that is entitled to an exemption from or reduction
of withholding  tax under the law of the  jurisdiction  in which the Borrower is
located,  or any treaty to which such  jurisdiction is a party,  with respect to
payments under this Agreement  shall deliver to the Borrower (with a copy to the
Administrative  Agent),  at the time or times prescribed by applicable law, such
properly  completed and executed

<PAGE>
                                                                              25


documentation  prescribed  by  applicable  law or  reasonably  requested  by the
Borrower as will permit such  payments to be made  without  withholding  or at a
reduced rate.

      (f) If the  Administrative  Agent or any  Lender  determines,  in its sole
discretion,  that it has  received  a refund of any  Indemnified  Taxes or Other
Taxes as to which it has been  indemnified  by the  Borrower or with  respect to
which the Borrower has paid additional amounts pursuant to this Section 2.14, it
shall pay over such refund to the Borrower  (but only to the extent of indemnity
payments  made, or additional  amounts paid, by the Borrower  under this Section
2.14 with  respect to the  Indemnified  Taxes or Other Taxes giving rise to such
refund),  net of all out-of-pocket  expenses of the Administrative Agent or such
Lender and  without  interest  (other  than any  interest  paid by the  relevant
Governmental  Authority  with  respect  to  such  refund);  provided,  that  the
Borrower, upon the request of the Administrative Agent or such Lender, agrees to
repay the amount  paid over to the  Borrower  (plus any  penalties,  interest or
other  charges   imposed  by  the  relevant   Governmental   Authority)  to  the
Administrative  Agent or such  Lender in the event the  Administrative  Agent or
such Lender is required  to repay such  refund to such  Governmental  Authority.
This paragraph shall not be construed to require the Administrative Agent or any
Lender to make available its tax returns (or any other  information  relating to
its taxes which it deems confidential) to the Borrower or any other person.

      SECTION 2.15.  Assignment of Loans Under  Certain  Circumstances;  Duty to
Mitigate.  In the  event  (i)  any  Lender  delivers  a  certificate  requesting
compensation  pursuant to Section 2.09, (ii) the Borrower is required to pay any
additional amount to any Lender or any Governmental  Authority on account of any
Lender pursuant to Section 2.14, (iii) if any Lender defaults on its obligations
to make Loans hereunder, or (iv) any Lender refuses to consent to any amendment,
waiver or other modification of any Loan Document requested by the Borrower that
requires  the consent of a greater  percentage  of the Lenders than the Required
Lenders and such amendment,  waiver or other modification is consented to by the
Required  Lenders,  the Borrower may, at its sole expense and effort  (including
with  respect to the  processing  and  recordation  fee  referred  to in Section
9.04(b)),  upon notice to such Lender and the Administrative Agent, require such
Lender to transfer and assign,  without recourse (in accordance with and subject
to the restrictions contained in Section 9.04), all of its interests, rights and
obligations  under this Agreement to an assignee that shall assume such assigned
obligations  (which  assignee may be another  Lender,  if a Lender  accepts such
assignment);  provided  that (w) in the case of an assignment  resulting  from a
Lender's  default on its  obligation to make Loans  hereunder,  such  assignment
shall not preclude the Borrower  from pursuing any other  remedies  Borrower may
have against such assigning Lender,  (x) such assignment shall not conflict with
any  law,  rule or  regulation  or order  of any  court  or  other  Governmental
Authority  having  jurisdiction,  (y) the Borrower shall have received the prior
written  consent  of  the   Administrative   Agent,   which  consent  shall  not
unreasonably be withheld or delayed, and (z) the Borrower or such assignee shall
have paid to the affected Lender in immediately  available funds an amount equal
to the sum of the principal of and cash and PIK interest  accrued to the date of
such payment on the  outstanding  Loans of such Lender,  plus all fees and other
amounts  accrued for the account of such Lender  hereunder with respect  thereto
(including any amounts under

<PAGE>
                                                                              26


Section 2.09 and 2.10); provided further that, if prior to any such transfer and
assignment the  circumstances  or event that resulted in such Lender's claim for
compensation under Section 2.09 or the amounts paid pursuant to Section 2.14, as
the case may be,  cease  to cause  such  Lender  to  suffer  increased  costs or
reductions  in amounts  received or receivable or reduction in return on capital
or cease to result in amounts  being payable under Section 2.14, as the case may
be  (including  as a result  of any  action  taken by such  Lender  pursuant  to
paragraph  (b) below),  or if such Lender shall waive its right to claim further
compensation  under  Section 2.09 in respect of such  circumstances  or event or
shall waive its right to further  payments under Section 2.14 in respect of such
circumstances  or event or shall  consent  to the  proposed  amendment,  waiver,
consent or other  modification,  as the case may be, then such Lender  shall not
thereafter be required to make any such transfer and assignment hereunder.  Each
Lender  hereby  grants  to the  Administrative  Agent  an  irrevocable  power of
attorney  (which power is coupled  with an interest) to execute and deliver,  on
behalf of such Lender as assignor,  any Assignment  and Acceptance  necessary to
effectuate  any  assignment  of  such  Lender's   interests   hereunder  in  the
circumstances contemplated by this Section 2.15(a).

      (b) If (i) any Lender shall  request  compensation  under  Section 2.09 or
(ii) the Borrower is required to pay any additional  amount to any Lender or any
Governmental  Authority on account of any Lender  pursuant to Section 2.14, then
such Lender shall use reasonable efforts (which shall not require such Lender to
incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any
action   inconsistent   with  its  internal  policies  or  legal  or  regulatory
restrictions  or  suffer  any   disadvantage  or  burden  deemed  by  it  to  be
significant)  (x) to file any  certificate or document  reasonably  requested in
writing by the  Borrower or (y) to assign its rights and  delegate  and transfer
its obligations hereunder to another of its offices,  branches or affiliates, if
such filing or assignment would reduce its claims for compensation under Section
2.09 or would reduce amounts  payable  pursuant to Section 2.14, as the case may
be, in the future.  The Borrower  hereby agrees to pay all reasonable  costs and
expenses  incurred  by  any  Lender  in  connection  with  any  such  filing  or
assignment, delegation and transfer.

                                  ARTICLE III

                         Representations and Warranties

      The Borrower  represents  and warrants to the  Administrative  Agent,  the
Collateral Agent and each of the Lenders that:

      SECTION  3.01.  Organization;  Powers.  Except as  expressly  permitted by
Section  5.15(d),  each  of the  Loan  Parties  (a) is duly  organized,  validly
existing  and in  good  standing  under  the  laws  of the  jurisdiction  of its
organization,  (b) has all requisite power and authority to own its property and
assets and to carry on its  business  as now  conducted  and as  proposed  to be
conducted, (c) is qualified to do business in, and is in good standing in, every
jurisdiction where such  qualification is required,  except where the failure so
to qualify  could not  reasonably  be expected  to result in a Material  Adverse
Effect, and (d) has the power and authority to execute,  deliver and perform its
obligations  under  each of the Loan  Documents  and  each  other  agreement  or
instrument  contemplated

<PAGE>
                                                                              27


thereby to which it is or will be a party and, in the case of the  Borrower,  to
borrow hereunder.

      SECTION  3.02.   Authorization.   The  Transactions  (a)  have  been  duly
authorized by all requisite  corporate and, if required,  stockholder action and
(b) will not (i) violate (A) any provision of law, statute,  rule or regulation,
or of the  certificate  or  articles  of  incorporation  or  other  constitutive
documents  or by-laws of the  Borrower or any  Subsidiary,  (B) any order of any
Governmental Authority or (C) any provision of any indenture, agreement or other
instrument to which the Borrower or any Subsidiary is a party or by which any of
them or any of their  property  is or may be bound,  (ii) be in  conflict  with,
result in a breach of or  constitute  (alone or with  notice or lapse of time or
both) a default under, or give rise to any right to accelerate or to require the
prepayment, repurchase or redemption of any obligation under any such indenture,
agreement or other  instrument  or (iii) result in the creation or imposition of
any Lien upon or with  respect to any  property or assets now owned or hereafter
acquired  by the  Borrower  or any  Subsidiary  (other  than  any  Lien  created
hereunder or under the Security Documents).

      SECTION 3.03.  Enforceability.  This  Agreement has been duly executed and
delivered by the Borrower and  constitutes,  and each other Loan  Document  when
executed and  delivered  by each Loan Party party  thereto  will  constitute,  a
legal, valid and binding obligation of such Loan Party enforceable  against such
Loan Party in accordance  with its terms,  except as the  enforceability  of the
Loan  Documents is subject to the  application  of general  principles of equity
(regardless  of  whether  considered  in a  proceeding  in equity or at law) and
except as may be limited by bankruptcy, insolvency, reorganization,  moratorium,
fraudulent conveyance or transfer or other similar laws relating to or affecting
the rights of creditors generally.

      SECTION 3.04.  Governmental  Approvals. No action, consent or approval of,
registration or filing with or any other action by any Governmental Authority is
or will be  required in  connection  with the  Transactions,  except for (a) the
filing of Uniform  Commercial  Code  financing  statements  and filings with the
United  States  Patent and  Trademark  Office and the  United  States  Copyright
Office,  and (b) such as have been made or  obtained  and are in full  force and
effect.

      SECTION 3.05. Financial Statements.  The Borrower has heretofore furnished
to the Lenders (a) U.S. GAAP audited  consolidated  or combined,  as applicable,
balance sheets and related statements of income,  stockholders'  equity and cash
flows of the Borrower for the 2004,  2005 and 2006 fiscal years,  audited by and
accompanied  by the opinion of  WithumSmith + Brown,  P.C.,  independent  public
accountants and (b) U.S. GAAP unaudited consolidated or combined, as applicable,
balance  sheets and related  statements of income and cash flows of the Borrower
for (i) each subsequent fiscal quarter ended 45 days before the Closing Date and
(ii) to the extent  available,  each fiscal  month after the most recent  fiscal
quarter for which financial statements were received by the Lenders as described
above and ended 45 days before the Closing Date and, in each case,  certified by
the chief financial officer of the Borrower.  Such financial  statements present
fairly the financial  condition and results of operations  and cash flows of the
Borrower  as of such dates and for such  periods.  Such  balance  sheets and the
notes thereto

<PAGE>
                                                                              28


disclose all material liabilities,  direct or contingent,  of the Borrower as of
the dates thereof  required to be disclosed by GAAP.  Such financial  statements
were prepared in accordance with GAAP applied on a consistent basis, subject, in
the case of unaudited  financial  statements,  to year-end audit adjustments and
the absence of footnotes.

      SECTION 3.06. No Material  Adverse Change.  No Material Adverse Change has
occurred since December 31, 2006.

      SECTION 3.07. Title to Properties;  Possession Under Leases;  Intellectual
Property.  (a) Each of the Loan  Parties  has good and  marketable  title to, or
valid  leasehold  interests in, all its properties and assets,  except for minor
defects in title that do not interfere  with its ability to conduct its business
as  currently  conducted  or to  utilize  such  properties  and assets for their
intended  purposes.  All such properties and assets are free and clear of Liens,
other than Liens expressly permitted by Section 6.02.

      (b) Each of the Loan Parties has complied with all  obligations  under all
leases to which it is a party and all such  leases are in full force and effect.
Each of the Loan Parties  enjoys  peaceful  and  undisturbed  possession  of the
property subject to such leases.

      (c) As of the Closing Date, the Borrower and its  Subsidiaries own or have
the  right  to use,  all  Intellectual  Property  used in the  conduct  of their
business,  except  where the  failure  to own or have  such  right to use in the
aggregate  could not  reasonably  be  expected  to result in a Material  Adverse
Effect.  No claim has been asserted and is pending by any person  challenging or
questioning  the  use of any  such  Intellectual  Property  or the  validity  or
effectiveness of any such Intellectual  Property,  nor does the Borrower know of
any valid basis for any such claim, except for such claims that in the aggregate
could not reasonably be expected to result in a Material Adverse Effect. The use
of such  Intellectual  Property by the  Borrower and its  Subsidiaries  does not
infringe on the rights of any person,  except for such claims and  infringements
that, in the aggregate, could not reasonably be expected to result in a Material
Adverse  Effect.  All  federal and state and all  foreign  registrations  of and
applications  for  Intellectual  Property,  and  all  unregistered  Intellectual
Property,  that are owned or licensed by the Borrower or any of its Subsidiaries
on the  Closing  Date  are  described  on  Schedule  III to  the  Guarantee  and
Collateral Agreement.

      SECTION  3.08.  Subsidiaries.  Schedule  3.08 sets forth as of the Closing
Date a list of all  Subsidiaries  and the percentage  ownership  interest of the
Borrower or any other Subsidiary  therein.  The shares of capital stock or other
ownership   interests  so  indicated  on  Schedule   3.08  are  fully  paid  and
non-assessable and are owned by the Borrower or such other Subsidiary,  directly
or  indirectly,  free and clear of all Liens (other than Liens created under the
Security Documents).

      SECTION 3.09. Litigation;  Compliance with Laws. (a) There are no actions,
suits or  proceedings  at law or in  equity  or by or  before  any  Governmental
Authority now pending or, to the knowledge of the Borrower,  threatened  against
or affecting any of the Loan Parties or any business,  property or rights of any
such person that could reasonably be expected, individually or in the aggregate,
to result in a Material Adverse Effect.

<PAGE>
                                                                              29


      (b)  None  of  the  Loan  Parties  or  any of  their  respective  material
properties  or assets is in violation  of, nor will the  continued  operation of
their material  properties and assets as currently  conducted violate,  any law,
rule  or  regulation  (including  any  zoning,   building,   Environmental  Law,
ordinance,  code or approval or any  building  permits),  or is in default  with
respect to any judgment,  writ, injunction,  decree or order of any Governmental
Authority,  where such  violation  or default  could  reasonably  be expected to
result in a Material Adverse Effect.

      (c) None of the Loan Parties is, in any material  respect,  in conflict or
default with respect to or in violation  of any  applicable  laws,  regulations,
orders or non-monetary judgments.

      SECTION 3.10.  Agreements.  (a) None of the Loan Parties is a party to any
agreement  or  instrument  or  subject  to any  corporate  restriction  that has
resulted or could reasonably be expected to result in a Material Adverse Effect.

      (b) None of the Loan  Parties  is or has been in any  material  respect in
default under or in violation of the performance of any of its obligations under
any material  agreement,  and, to the  knowledge of the Loan  Parties,  no other
party thereto is in default under or in violation of the  performance  of any of
its obligations under any such material agreement.

      SECTION 3.11. Federal Reserve Regulations. (a) None of the Loan Parties is
engaged principally,  or as one of its important activities,  in the business of
extending credit for the purpose of buying or carrying Margin Stock.

      (b) No part of the proceeds of any Loan will be used,  whether directly or
indirectly, and whether immediately, incidentally or ultimately, for any purpose
that entails a violation of, or that is inconsistent with, the provisions of the
Regulations of the Board, including Regulation T, U or X.

      SECTION  3.12.  Government  Regulation.  None of the  Loan  Parties  is an
"investment  company"  as  defined  in, or  subject  to  regulation  under,  the
Investment  Company  Act of  1940.  None  of the  Loan  Parties  is  subject  to
regulation  under the Federal  Power Act, the  Interstate  Commerce Act, the ICC
Termination  Act, as  amended,  or under any other  federal or state  statute or
regulation  which may limit its  ability  to incur  Indebtedness  or  Contingent
Obligations or which may otherwise  render all or any portion of the Obligations
unenforceable.

      SECTION 3.13.  Use of Proceeds.  The Borrower will use the proceeds of the
Loans only for the  purposes  specified  in the  introductory  statement to this
Agreement.

      SECTION  3.14.  Taxes.  Each of the Loan Parties has filed or caused to be
filed all Federal, state, local and foreign tax returns or materials required to
have  been  filed by it and has paid or  caused  to be paid  all  taxes  due and
payable  by it and all  assessments  received  by it,  except (a) taxes that are
being  contested  in good  faith by  appropriate  proceedings  and for which the
applicable Loan Party shall have set aside on its books

<PAGE>
                                                                              30


adequate  reserves  or (b) to the  extent  that the  failure  to do so could not
reasonably be expected to have a Material Adverse Effect.

      SECTION 3.15.  Disclosure.  (a) All factual information (taken as a whole)
furnished by or on behalf of the Borrower and its Subsidiaries in writing to the
Administrative  Agent,  the  Collateral  Agent  or  any  Lender  (including  all
information  contained in the Schedules  hereto or in the other Loan  Documents)
for purposes of or in connection with this Agreement,  the other Loan Documents,
or any transaction contemplated herein or therein is, and all other such factual
information  (taken  as a whole)  hereafter  furnished  by or on  behalf  of the
Borrower  or its  Subsidiaries  in  writing  to the  Administrative  Agent,  the
Collateral  Agent or any  Lender  will be,  true and  accurate  in all  material
respects on the date as of which such  information is dated or certified and not
incomplete  by omitting  to state any fact  necessary  to make such  information
(taken as a whole) not misleading in any material  respect at such time in light
of  the   circumstances   under  which  such   information   was  provided.   No
representation  or warranty of any Loan Party  contained in any Loan Document or
in any other document,  certificate or written statement  furnished to the Agent
or the Lenders by or on behalf of the  Borrower or any of its  Subsidiaries  for
use in connection with the transactions  contemplated by this Agreement contains
any untrue  statement  of a material  fact.  There are no facts  known (or which
should upon the  reasonable  exercise of diligence be known) to the Loan Parties
(other than matters of a general economic  nature) that,  individually or in the
aggregate,  could  reasonably be expected to result in a Material Adverse Effect
and that have not been disclosed herein or in such other documents, certificates
and statements  furnished to the Administrative  Agent, the Collateral Agent and
the Lenders for use in connection with the transactions contemplated hereby.

      (b) The Closing Date Projections have been diligently  prepared on a basis
consistent  with the  financial  statements  delivered  to the  Lenders  and the
Administrative  Agent  pursuant  to  Section  3.05 and are  based on good  faith
estimates  and  assumptions  believed  by  management  of  the  Borrower  to  be
reasonable  as of the date of the  Closing  Date  Projections,  and there are no
statements or conclusions in any of the Closing Date Projections which are based
upon or include information known to any Loan Party or any of their Subsidiaries
to be  misleading  in any  material  respect or which fail to take into  account
material  information  regarding the matters  reported  therein.  On the Closing
Date, the Borrower  believes that the Closing Date  Projections were reasonable,
it being recognized by the Lenders and the Administrative  Agent,  however, that
projections  as to  future  events  are not to be  viewed  as facts and that the
actual  results  during  the  period or  periods  covered  by the  Closing  Date
Projections  may differ from the projected  results and such  differences may be
material.

      SECTION 3.16.  Employee  Benefit Plans.  No ERISA Event has occurred or is
reasonably expected to occur that, when taken together with all other such ERISA
Events, could reasonably be expected to result in a Material Adverse Effect. The
present  value  of  all  benefit  liabilities  under  each  Plan  (based  on the
assumptions used for purposes of Statement of Financial Accounting Standards No.
87) did not, as of the last annual valuation date applicable thereto,  exceed by
more than  $250,000  the fair market  value of the assets of such Plan,  and the
present value of all benefit  liabilities of all

<PAGE>
                                                                              31


underfunded  Plans (based on the  assumptions  used for purposes of Statement of
Financial  Accounting Standards No. 87) did not, as of the last annual valuation
dates applicable thereto,  exceed by more than $250,000 the fair market value of
the assets of all such underfunded Plans.

      SECTION  3.17.  Environmental  Matters.  None of the Loan  Parties (i) has
failed to comply  with any  Environmental  Law or to obtain,  maintain or comply
with any permit, license or other approval required under any Environmental Law,
(ii) has  become  subject to any  Environmental  Liability,  (iii) has  received
notice of any claim with respect to any Environmental Liability or (iv) knows of
any basis for any  Environmental  Liability  which, in each case, would or could
reasonably be expected to have a Material Adverse Effect.

      SECTION 3.18.  Insurance.  Schedule  3.18 sets forth a true,  complete and
correct  description  of all insurance  maintained by the Loan Parties as of the
date hereof and the Closing  Date.  As of each such date,  such  insurance is in
full force and effect and all  premiums  have been duly paid.  The Loan  Parties
have insurance in such amounts and covering such risks and liabilities as are in
accordance with normal industry practice.

      SECTION  3.19.  Security  Documents.  (a)  The  Guarantee  and  Collateral
Agreement,  upon  execution and delivery  thereof by the parties  thereto,  will
create in favor of the Collateral  Agent, for the ratable benefit of the Secured
Parties, a legal, valid and enforceable  security interest in the Collateral (as
defined in the Guarantee and Collateral  Agreement) and the proceeds thereof and
(i) when the Pledged  Collateral  (as defined in the  Guarantee  and  Collateral
Agreement)  is delivered to the  Collateral  Agent,  the Lien created  under the
Guarantee and Collateral  Agreement  shall  constitute a fully  perfected  first
priority Lien on, and security interest in, all right, title and interest of the
Loan  Parties in such  Pledged  Collateral,  in each case prior and  superior in
right to any other person,  and (ii) when  financing  statements in  appropriate
form are filed in the offices specified on Schedule 3.19, the Lien created under
the Guarantee and Collateral  Agreement will  constitute a fully  perfected Lien
on, and security interest in, all right,  title and interest of the Loan Parties
in such  Collateral  in which a Lien can be  perfected  under  Article  9 of the
Uniform  Commercial  Code, in each case prior and superior in right to any other
person, other than with respect to Liens expressly permitted by Section 6.02.

      (b) Upon the  recordation of the Guarantee and Collateral  Agreement (or a
short-form security agreement in form and substance  reasonably  satisfactory to
the  Borrower  and the  Collateral  Agent)  with the  United  States  Patent and
Trademark  Office and the United  States  Copyright  Office,  together  with the
financing  statements  in  appropriate  form filed in the offices  specified  on
Schedule  3.19,  the Lien created under the Guarantee and  Collateral  Agreement
shall constitute a fully perfected Lien on, and security interest in, all right,
title and interest of the Loan Parties in the  Intellectual  Property in which a
security  interest may be perfected by filing in the United States, in each case
prior and  superior  in right to any other  person  (it  being  understood  that
subsequent  recordings in the United States Patent and Trademark  Office and the
United States  Copyright Office may be necessary to perfect a Lien on registered
trademarks  and

<PAGE>
                                                                              32


patents, trademark and patent applications and registered copyrights acquired by
the Loan Parties after the date hereof).

      SECTION 3.20. Location of Real Property and Leased Premises.  The Borrower
and  its  Subsidiaries  do not  own  any  real  property.  Schedule  3.20  lists
completely and correctly as of the Closing Date all real property  leased by the
Borrower and the  Subsidiaries and the addresses  thereof.  The Borrower and the
Subsidiaries  have valid  leases in all the real  property set forth on Schedule
3.20.

      SECTION 3.21.  Labor Matters.  As of the date hereof and the Closing Date,
there are no strikes,  lockouts  or  slowdowns  against any of the Loan  Parties
pending or, to the  knowledge of the Borrower,  threatened.  The hours worked by
and payments made to employees of the Loan Parties have not been in violation of
the Fair Labor Standards Act or any other applicable  Federal,  state,  local or
foreign law dealing  with such  matters.  All  payments due from any of the Loan
Parties,  or for which any claim may be made against any of the Loan Parties, on
account of wages and employee  health and welfare  insurance and other benefits,
have  been  paid or  accrued  as a  liability  on the  books  of any of the Loan
Parties. The consummation of the Transactions will not give rise to any right of
termination  or  right  of  renegotiation  on the part of any  union  under  any
collective bargaining agreement to which any of the Loan Parties is bound.

      SECTION  3.22.  Solvency.   Immediately  after  the  consummation  of  the
Transactions to occur on the Closing Date and  immediately  following the making
of the Loans and after giving effect to the  application  of the proceeds of the
Loans, each Loan Party will be Solvent.  As used herein with respect to any Loan
Party, "Solvent" shall mean (a) the fair value of the assets of such Loan Party,
at a fair  valuation,  will  exceed  its  debts and  liabilities,  subordinated,
contingent or otherwise;  (b) the present fair saleable value of the property of
such Loan Party will be greater than the amount that will be required to pay the
probable liability of its debts and other liabilities,  subordinated, contingent
or  otherwise,  as such debts and other  liabilities  become due;  (c) such Loan
Party will be able to pay its debts and liabilities, subordinated, contingent or
otherwise,  as such debts and  liabilities  become due;  and (d) such Loan Party
will not have  unreasonably  small capital with which to conduct the business in
which it is engaged as such  business  is now  conducted  and is  proposed to be
conducted following the Closing Date.

      SECTION  3.23.  Transaction  Documents.  The Borrower has delivered to the
Administrative  Agent a complete and correct copy of the  Acquisition  Agreement
(including all schedules,  exhibits,  amendments,  supplements and modifications
thereto).  No Loan Party or, to the knowledge of the Borrower,  any other person
party thereto is in default in the  performance or compliance  with any material
provisions thereof. The Acquisition  Agreement complies in all material respects
with all applicable  laws. All  representations  and warranties set forth in the
Acquisition Agreement were true and correct in all material respects at the time
as of which such representations and warranties were made (or deemed made).

<PAGE>
                                                                              33


      SECTION 3.24. Financial Advisors. Except as set forth in Schedule 3.24, no
agent, broker,  investment banker, finder,  financial advisor or other person is
or will be entitled to any broker's or finder's fee or any other  commission  or
similar fee from the Borrower with respect to this Agreement or any of the other
Loan Documents or any of the transactions  contemplated hereby, and the Borrower
hereby indemnifies the Lenders and the Administrative  Agent against, and agrees
that it will hold the Lenders and the  Administrative  Agent  harmless from, any
claim,  demand or liability  for any such  broker's or finder's  fees alleged to
have  been  incurred  in  connection  herewith  or  therewith  and any  expenses
(including  reasonable fees,  expenses and  disbursements of counsel) arising in
connection  with any such claim,  demand or  liability.  SECTION  3.25.  Foreign
Assets Control  Regulations,  Etc. (a) Neither the borrowing of the Loans by the
Borrower  hereunder  nor its use of the  proceeds  thereof  will violate (i) the
United  States  Trading with the Enemy Act, as amended,  (ii) any of the foreign
assets  control  regulations of the United States  Treasury  Department (31 CFR,
Subtitle B,  Chapter V, as amended) or any  enabling  legislation  or  executive
order relating  thereto,  (iii)  Executive  Order No. 13,224,  66 Fed Reg 49,079
(2001),  issued by the President of the United States  (Executive Order Blocking
Property  and  Prohibiting  Transactions  with  Persons Who Commit,  Threaten to
Commit or Support  Terrorism)  (the  "Terrorism  Order") or (iv) the USA PATRIOT
ACT.  No  part  of the  proceeds  from  the  Loans  will be  used,  directly  or
indirectly, for any payments to any governmental official or employee, political
party, official of a political party,  candidate for political office, or anyone
else  acting  in an  official  capacity,  in order to  obtain,  retain or direct
business or obtain any improper  advantage,  in  violation of the United  States
Foreign Corrupt Practices Act of 1977, as amended.

      (b) No Loan Party (i) is or will become a "blocked person" as described in
Section 1 of the Terrorism  Order or (ii) engages or will engage in any dealings
or transactions, or is otherwise associated, with any such blocked person or any
such person.

      (c) Each of the Loan Parties and its Affiliates are in compliance,  in all
material respects, with the USA PATRIOT Act.

      (d) None of the Loan Parties nor, to the  knowledge of the  Borrower,  any
director,  officer,  agent,  employee or Affiliate of any of the Loan Parties is
currently  subject to any U.S.  sanctions  administered by the Office of Foreign
Assets Control of the U.S. Treasury Department  ("OFAC");  the Borrower will not
directly or indirectly use the proceeds of the Loans or otherwise make available
such proceeds to any person,  for the purpose of financing the activities of any
person currently subject to any U.S. sanctions administered by OFAC.

      SECTION 3.26.  Representations of other Loan Parties.  The representations
and warranties of each Subsidiary  Guarantor  contained in the Loan Documents to
which it is a party are true and correct in all material respects as of the date
they are made and shall be true and correct at the time of the Closing Date.

<PAGE>
                                                                              34


      SECTION 3.27.  Loans to Officers and  Directors.  There are no outstanding
loans made by the Borrower or any of its  Subsidiaries to any of their officers,
directors or  shareholders  (directly  or  indirectly)  or any of such  persons'
Affiliates.

      SECTION  3.28.  Internal  Controls.  The  Borrower  and  its  Subsidiaries
maintain a system of internal  control over financial  reporting.  Such internal
controls over financial  reporting provide  reasonable  assurance  regarding the
reliability of financial  reporting and the preparation of financial  statements
for external  purposes in accordance  with GAAP.  To the best of the  Borrower's
knowledge,  there are no significant  deficiencies or material weaknesses in the
design or operation of the Borrower's and its  Subsidiaries'  ability to record,
process,  summarize and report  financial data.  There is and has been no fraud,
whether or not material,  that involves management or other Employees who have a
significant role in the Borrower's and/or its Subsidiaries' internal controls.

      SECTION  3.29.   Subordinated   Indebtedness;   Ranking.  The  Obligations
constitute  senior  indebtedness  that  is  entitled  to  the  benefits  of  the
subordination provisions, if any, of all Indebtedness and Contingent Obligations
of the Borrower and its  Subsidiaries.  All  liabilities of the Borrower and its
Subsidiaries  under the Loan  Documents  constitute  direct,  unconditional  and
general  obligations of the Borrower and its  Subsidiaries  and rank in right of
payment  either pari passu or senior to all other  Indebtedness  and  Contingent
Obligations of the Borrower and its Subsidiaries.

                                   ARTICLE IV

                              Conditions of Lending

      SECTION  4.01.  Conditions  to  Tranche A Loans.  The  obligations  of the
Lenders to make Tranche A Loans hereunder are subject to the satisfaction of the
following conditions on the Closing Date:

      (a) (i) The Acquisition  Documents shall be executed and delivered by each
of  the  parties  thereto  and  shall  be  in  form  and  substance   reasonably
satisfactory to the Administrative Agent, and the representations and warranties
made in Article IV of the Acquisition Agreement shall be true and correct in all
material respects;  (ii) the representations and warranties set forth in Article
III of this  Agreement and in each other Loan Document shall be true and correct
in all material respects;  and (iii) the Acquisition  Documents shall be in full
force and effect.

      (b) At the time of and  immediately  after the Closing Date, no Default or
Event of Default shall have occurred and be continuing.

      (c) The Administrative Agent shall have received, on behalf of itself, the
Collateral  Agent and the Lenders,  a favorable  written  opinion of  Lowenstein
Sandler PC, counsel for the Loan Parties,  substantially to the effect set forth
in Exhibit E, (A) dated the Closing Date,  (B)  addressed to the  Administrative
Agent, the Collateral Agent and the Lenders, and (C) covering such other matters
relating to the Loan Documents and the

<PAGE>
                                                                              35


Transactions  as the  Administrative  Agent shall  reasonably  request,  and the
Borrower hereby requests such counsel to deliver such opinions.

      (d) All legal matters incident to this Agreement, the extensions of credit
hereunder and the other Loan Documents  shall be reasonably  satisfactory to the
Lenders and to the Administrative Agent.

      (e) The  Administrative  Agent shall have received the  following  from or
with respect to each Loan Party:

            (i) a copy of the certificate or articles of  incorporation or other
      such Organizational Document,  including all amendments thereto, certified
      as of a recent date by either the  Secretary  of State of the state of its
      organization  or such  Governmental  Authority,  and, except in respect of
      Wynd Communications  Corporation,  a certificate certifying that such Loan
      Party has paid all franchise taxes due and payable on or prior to the date
      of such  certificate  and such Loan  Party is duly  organized  and in good
      standing under the laws of such jurisdiction;

            (ii) a  certificate  of the  Secretary  of each Loan Party dated the
      Closing  Date  and  certifying  (A)  that  attached  thereto  are true and
      complete copies of the  Organizational  Documents of such Loan Party as in
      effect on the Closing Date and at all times since a date prior to the date
      of the  resolutions  described  in clause  (B)  below,  (B) that  attached
      thereto is a true and  complete  copy of  resolutions  duly adopted by the
      Board of Directors of such Loan Party authorizing the execution,  delivery
      and performance of the Loan Documents to which such person is a party and,
      in the case of the  Borrower,  the  borrowings  hereunder,  and that  such
      resolutions  have not been modified,  rescinded or amended and are in full
      force and effect, (C) that the certificate or articles of incorporation or
      other  such  Organizational  Document  of such  Loan  Party  have not been
      amended  since  the  date  of the  last  amendment  thereto  shown  on the
      certificate of good standing  furnished  pursuant to clause (i) above, and
      (D) as to the incumbency and specimen  signature of each officer executing
      any Loan Document or any other document  delivered in connection  herewith
      on behalf of such Loan Party;

            (iii) a  certificate  of another  officer as to the  incumbency  and
      specimen signature of the Secretary or Assistant  Secretary  executing the
      certificate pursuant to clause (ii) above; and

            (iv) such other documents as the Lenders or the Administrative Agent
      may reasonably request.

      (f) The Administrative Agent shall have received a certificate,  dated the
Closing  Date and  signed by a  Financial  Officer of the  Borrower,  confirming
compliance with the conditions  precedent set forth in paragraphs (a) and (b) of
this Section 4.01.

      (g) The  Administrative  Agent  shall  have  received  all fees and  other
amounts  due and  payable on or prior to the  Closing  Date,  including,  to the
extent invoiced,

<PAGE>
                                                                              36


reimbursement or payment of all out-of-pocket expenses required to be reimbursed
or paid by the Borrower hereunder or under any other Loan Document.

      (h) The  Security  Documents  shall have been duly  executed  by each Loan
Party that is to be a party thereto and shall be in full force and effect on the
Closing Date. The Collateral Agent on behalf of the Secured Parties shall have a
security  interest in the Collateral of the type and priority  described in each
Security Document.

      (i) The Collateral Agent shall have received a Perfection Certificate with
respect  to the Loan  Parties  dated the  Closing  Date and duly  executed  by a
Responsible  Officer of the  Borrower,  and shall have received the results of a
search of the Uniform Commercial Code filings (or equivalent  filings) made with
respect to the Loan Parties in the states (or other  jurisdictions) of formation
of such  persons,  in which the chief  executive  office of each such  person is
located and in the other  jurisdictions in which such persons maintain property,
in each case as indicated on such Perfection  Certificate,  together with copies
of the financing statements (or similar documents) disclosed by such search, and
accompanied  by evidence  satisfactory  to the  Collateral  Agent that the Liens
indicated  in any  such  financing  statement  (or  similar  document)  would be
permitted under Section 6.02 or have been or will be contemporaneously  released
or terminated.

      (j) [Intentionally omitted]

      (k) The Transactions shall have been, or substantially simultaneously with
the funding of the Loans on the Closing Date shall be, consummated in accordance
with  applicable law and on the terms  described  herein and in the  Acquisition
Agreement and all other material related documentation, in each case in the form
provided to the Administrative Agent.

      (l) No stockholder  rights plan or "poison pill" shall have been triggered
or otherwise become exercisable in connection with the Transactions.

      (m) The Lenders shall have received the financial  statements and opinions
referred to in Section 3.05.

      (n) The  Administrative  Agent shall have received a certificate  from the
chief financial officer of the Borrower,  in form and substance  satisfactory to
the Administrative  Agent, to the effect that each of the Loan Parties,  in each
case  after  giving  effect  to the  Transactions  and  the  other  transactions
contemplated hereby, is Solvent.

      (o) All  requisite  Governmental  Authorities  and  other  material  third
parties  shall have  approved or  consented  to the  Transactions  and the other
transactions  contemplated hereby to the extent required,  all applicable appeal
periods  shall have  expired and there  shall not be any  pending or  threatened
litigation,   governmental,   administrative  or  judicial  action,   actual  or
threatened,  that could  reasonably  be expected to restrain,  prevent or impose
materially burdensome conditions on the Transactions.

      (p) The Administrative  Agent and the Lenders shall have received,  to the
extent requested, all documentation and other information required by regulatory
authorities

<PAGE>
                                                                              37


under  applicable  "know your  customer"  and  anti-money  laundering  rules and
regulations, including the USA PATRIOT Act.

      (q)  All  corporate  and  other   proceedings   in  connection   with  the
transactions  contemplated  by this Agreement and the other Loan Documents shall
be reasonably  satisfactory to the Lenders and the Administrative Agent, and the
Lenders and the  Administrative  Agent shall have received all such  counterpart
originals or certified or other copies of such documents as the Lenders or Agent
may reasonably request.

      (r) The  Lenders and the  Administrative  Agent  shall have  received  the
forecasted financial statements of the Borrower and its Subsidiaries, consisting
of balance sheets,  income  statements and cash flow statements for the Borrower
and its  Subsidiaries  giving  effect to the  consummation  of the  transactions
contemplated by this Agreement and the other Transaction Documents,  dated as of
February,  2007  (the  "Closing  Date  Projections"),   in  form  and  substance
satisfactory  to the  Lenders and the  Administrative  Agent,  together  with an
Officer's  Certificate  from the Borrower's  chief  executive  officer and chief
financial officer regarding the Closing Date Projections.

      (s) There shall have occurred no Material  Adverse  Change since  December
31, 2006.

      (t) The  Administrative  Agent and the Lenders shall have completed  their
business,  legal and accounting due diligence of the Borrower,  its Subsidiaries
and the TRS Division with results  satisfactory to the Administrative  Agent and
the Lenders in their sole discretion.

      SECTION 4.02.  Conditions to Tranche B Loans.  In respect of any requested
Borrowing that the Required  Lenders have elected to provide,  the obligation of
each Lender to make Tranche B Loans in accordance  with its Tranche B Commitment
is and shall be subject to and conditioned upon the  satisfaction,  on and as of
the date of such Borrowing, each of the following conditions precedent:

      (a) The  Commitments  shall not have been  terminated  pursuant to Article
VII.

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

      (c) (i) The  representations  and  warranties  made in  Article  IV of the
Acquisition  Agreement shall be true and correct in all material  respects as of
the  date  of such  Borrowing  (except  that  any of  such  representations  and
warranties that expressly relate to an earlier date shall be true and correct in
all material  respects as of such earlier date);  (ii) the  representations  and
warranties  set forth in Article  III of this  Agreement  and in each other Loan
Document  shall be true and correct in all  material  respects as of the date of
such Borrowing  (except that any of such  representations  and  warranties  that
expressly  relate to an earlier  date shall be true and correct in all  material
respects as of such earlier date); and (iii) the Acquisition  Documents shall be
in full force and effect.

      (d) There shall have occurred no Material  Adverse  Change since  December
31, 2006.

<PAGE>
                                                                              38


      (e) The Administrative  Agent shall have received a certificate,  dated as
of the date of such Borrowing and signed by a Financial Officer of the Borrower,
confirming  compliance with the conditions precedent set forth in paragraphs (b)
and (c) of this Section 4.02.

      (f) Borrower shall have duly executed and delivered a Borrowing  Notice in
proper form for such Borrowing;

      (g) The  Administrative  Agent  shall  have  received  all fees and  other
amounts  due and  payable on or prior to the  Closing  Date,  including,  to the
extent invoiced, reimbursement or payment of all out-of-pocket expenses required
to be  reimbursed  or paid by the  Borrower  hereunder  or under any other  Loan
Document.

      (h) The  Administrative  Agent shall have received a certificate  from the
chief financial officer of the Borrower,  in form and substance  satisfactory to
the Administrative  Agent, to the effect that each of the Loan Parties,  in each
case after giving effect to such Borrowing and the  anticipated  use of proceeds
thereof, is Solvent.

                                   ARTICLE V

                              Affirmative Covenants

      The  Borrower  covenants  and agrees with each Lender that so long as this
Agreement shall remain in effect and until the Commitments  have been terminated
and the principal of and interest and Make-Whole  Amount,  if any, on each Loan,
all fees and all other expenses or amounts payable under any Loan Document shall
have been paid in full, unless the Required Lenders (or the Administrative Agent
acting at the written direction of the Required Lenders) shall otherwise consent
in writing, the Borrower will, and will cause each of the Subsidiaries to:

      SECTION 5.01. Existence;  Compliance with Laws; Businesses and Properties.
Do or cause to be done all things necessary to preserve,  renew and keep in full
force and effect its legal existence,  except as otherwise  expressly  permitted
under Section 6.05.

      (b) Do or cause to be done  all  things  necessary  to  obtain,  preserve,
renew, extend and keep in full force and effect the rights,  licenses,  permits,
franchises,  authorizations,  patents,  copyrights,  trademarks  and trade names
necessary and material to the conduct of its business; maintain and operate such
business in  substantially  the manner in which it is  presently  conducted  and
operated;  comply in all material  respects  with all  applicable  laws,  rules,
regulations and decrees and orders of any Governmental Authority, whether now in
effect or hereafter enacted; and at all times maintain and preserve all property
necessary and material to the conduct of such business and keep such property in
good repair, working order and condition and from time to time make, or cause to
be made, all needful and proper repairs, renewals,  additions,  improvements and
replacements  thereto  necessary  in  order  that  the  business  carried  on in
connection therewith may be properly conducted at all times.

<PAGE>
                                                                              39


      SECTION  5.02.  Insurance.  (a) Keep its insurable  properties  adequately
insured at all times by financially sound and reputable insurers;  maintain such
other insurance, to such extent and against such risks, including fire and other
risks insured  against by extended  coverage,  as is customary with companies in
the same or  similar  businesses  operating  in the same or  similar  locations,
including public liability insurance against claims for personal injury or death
or property  damage  occurring  upon, in, about or in connection with the use of
any  properties  owned,  occupied or  controlled  by it; and maintain such other
insurance as may be required by law.

      (b)  Cause all such  policies  covering  any  Collateral  (which,  for the
avoidance of doubt, shall not include directors and officers liability policies)
to be endorsed to the Administrative Agent's satisfaction for the benefit of the
Administrative  Agent (as loss  payee  with  respect to  personal  property  and
additional  insured with  respect to general  liability  and umbrella  liability
coverage).

      SECTION  5.03.  Obligations  and  Taxes.  Pay its  Indebtedness  and other
obligations  promptly and in  accordance  with their terms and pay and discharge
promptly  when due all taxes,  assessments  and  governmental  charges or levies
imposed  upon it or upon its income or  profits  or in respect of its  property,
before the same shall  become  delinquent  or in default,  as well as all lawful
claims for labor,  materials and supplies or otherwise  that,  if unpaid,  might
give rise to a Lien upon such properties or any part thereof; provided, however,
that such payment and  discharge  shall not be required with respect to any such
tax, assessment, charge, levy or claim so long as the validity or amount thereof
shall be contested  in good faith by  appropriate  proceedings  and the Borrower
shall have set aside on its books  adequate  reserves  with  respect  thereto in
accordance  with GAAP and such  contest  operates to suspend  collection  of the
contested obligation, tax, assessment or charge and enforcement of a Lien.

      SECTION  5.04.  Financial  Statements,  Reports,  etc.  In the case of the
Borrower, furnish to the Administrative Agent and each Lender:

      (a) within 90 days after the end of each fiscal year, its consolidated and
consolidating balance sheet and related statements of operations,  stockholders'
equity and cash flows  showing the  financial  condition of the Borrower and its
consolidated Subsidiaries as of the close of such fiscal year and the results of
its  operations  and the  operations  of such  Subsidiaries  during  such  year,
together with comparative figures for the immediately preceding fiscal year, all
audited by WithumSmith + Brown, P.C. or other independent  public accountants of
recognized national standing reasonably  acceptable to the Administrative  Agent
and  accompanied  by an  opinion of such  accountants  (which  opinion  shall be
without a "going  concern" or like  qualification  or exception  and without any
qualification  or  exception  as to the scope of such  audit) to the effect that
such consolidated  financial  statements fairly present the financial  condition
and results of operations of the Borrower and its consolidated Subsidiaries on a
consolidated  and  consolidating  basis in  accordance  with  GAAP  consistently
applied;

      (b)  within  45 days  after  the end of each  of the  first  three  fiscal
quarters of each fiscal year, its consolidated and  consolidating  balance sheet
and related  statements  of

<PAGE>
                                                                              40


operations  and cash flows showing the  financial  condition of the Borrower and
its  consolidated  Subsidiaries  as of the close of such fiscal  quarter and the
results of its operations and the  operations of such  Subsidiaries  during such
fiscal  quarter and the then elapsed  portion of the fiscal year,  together with
comparative  figures for the same periods in the  immediately  preceding  fiscal
year,  all certified by one of the Financial  Officers of the Borrower as fairly
presenting the financial condition and results of operations of the Borrower and
its  consolidated  Subsidiaries on a consolidated  basis in accordance with GAAP
consistently applied, subject to normal year-end audit adjustments;

      (c) concurrently with any delivery of financial statements under paragraph
(a) or (b) above, a certificate of the accounting firm (in the case of paragraph
(a))  or  Financial  Officer  (in the  case  of  paragraph  (b))  opining  on or
certifying such statements (which  certificate,  when furnished by an accounting
firm, may be limited to accounting matters and disclaim responsibility for legal
interpretations) certifying that no Event of Default or Default has occurred or,
if such an Event of Default or Default has occurred,  specifying  the nature and
extent  thereof  and any  corrective  action  taken or proposed to be taken with
respect thereto;

      (d)  within  90  days  after  the  beginning  of each  fiscal  year of the
Borrower,  a detailed  consolidated  budget for such  fiscal year  (including  a
projected  consolidated  balance  sheet  and  related  statements  of  projected
operations  and cash flows as of the end of and for such fiscal year and setting
forth the assumptions used for purposes of preparing such budget) and,  promptly
when available, any significant revisions of such budget;

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

      (f) so long as Borrower is not  prohibited by law from doing so,  promptly
after the receipt thereof by the Borrower or any of its Subsidiaries,  a copy of
any "management  letter"  received by any such person from its certified  public
accountants and the management's response thereto;

      (g) promptly after the request by any Lender,  all documentation and other
information  that such  Lender  reasonably  requests in order to comply with its
ongoing  obligations  under  applicable  "know  your  customer"  and  anti-money
laundering rules and regulations, including the USA PATRIOT Act; and

      (h)  promptly,  from time to time,  such other  information  regarding the
operations,  business  affairs and  financial  condition  of the Borrower or any
Subsidiary,  or  compliance  with  the  terms  of  any  Loan  Document,  as  the
Administrative Agent or any Lender may reasonably request.

      SECTION 5.05. Litigation and Other Notices.  Furnish to the Administrative
Agent and each Lender prompt written notice of the following:

<PAGE>
                                                                              41


      (a) any Event of  Default  or  Default,  specifying  the nature and extent
thereof  and the  corrective  action (if any) taken or proposed to be taken with
respect thereto;

      (b) the filing or commencement of, or any threat or notice of intention of
any person to file or commence,  any action, suit or proceeding,  whether at law
or in equity or by or before any Governmental Authority, against the Borrower or
any Affiliate  thereof that could reasonably be expected to result in a Material
Adverse Effect;

      (c) the  occurrence  of any ERISA Event that,  alone or together  with any
other ERISA Events that have occurred, could reasonably be expected to result in
liability of the Borrower and the  Subsidiaries in an aggregate amount exceeding
$250,000; and

      (d) any development  that has resulted in, or could reasonably be expected
to result in, a Material Adverse Effect.

      SECTION  5.06.  Information  Regarding  Collateral.  (a)  Furnish  to  the
Administrative  Agent  prompt  written  notice of any  change  (and in any event
within 10 days of such change) (i) in any Loan Party's  corporate  name, (ii) in
the  jurisdiction of  organization or formation of any Loan Party,  (iii) in any
Loan Party's identity or corporate structure or (iv) in any Loan Party's Federal
Taxpayer  Identification Number. The Borrower also agrees promptly to notify the
Administrative  Agent if any material  portion of the  Collateral  is damaged or
destroyed.

      (b) In the case of the Borrower, each year, at the time of delivery of the
annual  financial  statements with respect to the preceding fiscal year pursuant
to Section  5.04(a),  deliver to the  Administrative  Agent a  certificate  of a
Financial  Officer setting forth the information  required pursuant to Section 2
of the  Perfection  Certificate  or confirming  that there has been no change in
such information since the date of the Perfection  Certificate  delivered on the
Closing Date or the date of the most recent  certificate  delivered  pursuant to
this Section 5.06.

      (c)  Maintain,  at its own cost and  expense,  such  complete and accurate
records with respect to the Article 9  Collateral  owned by it as is  consistent
with its current  practices  and in  accordance  with such  prudent and standard
practices  used in industries  that are the same as or similar to those in which
such  Grantor  is  engaged,  but in any event to include  accounting  records in
accordance  with such practices  indicating  all payments and proceeds  received
with respect to any part of the Article 9 Collateral, and, at such time or times
as the  Administrative  Agent may  reasonably  request,  promptly to prepare and
deliver to the  Administrative  Agent a duly certified  schedule or schedules in
form and detail  satisfactory to the Administrative  Agent showing the identity,
amount and location of any and all Article 9 Collateral.

      SECTION 5.07.  Maintaining Records;  Access to Properties and Inspections.
Keep proper books of record and account in which full,  true and correct entries
in conformity with GAAP and all requirements of law are made of all dealings and
transactions in relation to its business and activities. Upon reasonable notice,
each Loan Party will,  and will cause each of its  Subsidiaries  to,  permit any
representatives

<PAGE>
                                                                              42


designated  by the  Administrative  Agent or any Lender to visit and inspect the
financial  records and the properties of such person at reasonable  times and as
often as  reasonably  requested  and to make  extracts  from and  copies of such
financial   records,   and  permit  any   representatives   designated   by  the
Administrative  Agent  or any  Lender  to  discuss  the  affairs,  finances  and
condition of such person with the officers  thereof and independent  accountants
therefor;  provided that,  unless an Event of Default shall have occurred and be
continuing, (i) the Agent may exercise such inspection rights not more than once
per year and  (ii) the  Lenders  shall  not  have  the  right to  exercise  such
inspection rights.

      SECTION  5.08.  Use of  Proceeds.  Use the proceeds of the Tranche A Loans
only for the purposes specified in the introductory  statement to this Agreement
and use the  proceeds of any Tranche B Loan only for the  purposes  specified in
the applicable Borrowing Notice.

      SECTION 5.09. Employee Benefits.  Comply in all material respects with the
applicable material provisions of ERISA and the Code.

      SECTION 5.10.  Compliance with  Environmental  Laws. Comply, and cause all
lessees and other persons  occupying its  properties to comply,  in all material
respects  with  all   Environmental   Laws  applicable  to  its  operations  and
properties;  obtain and renew all material  environmental  permits necessary for
its operations  and  properties;  and conduct any remedial  action in accordance
with Environmental Laws;  provided,  however,  that neither the Borrower nor any
Subsidiary  shall be required  to  undertake  any  remedial  action  required by
Environmental Laws to the extent that its obligation to do so is being contested
in good  faith and by proper  proceedings  and  appropriate  reserves  are being
maintained with respect to such circumstances in accordance with GAAP.

      SECTION 5.11. Preparation of Environmental Reports. If a Default caused by
reason of a breach of Section  3.17 or Section  5.10 shall have  occurred and be
continuing  for  more  than 20  days  without  the  Borrower  or any  Subsidiary
commencing  activities  reasonably  likely to cure such Default,  at the written
request of the Required Lenders through the Administrative Agent, provide to the
Lenders  within 45 days after such request,  at the expense of the Loan Parties,
an  environmental  site  assessment  report  regarding the matters which are the
subject of such Default prepared by an environmental  consulting firm reasonably
acceptable to the Administrative Agent and indicating the presence or absence of
Hazardous  Materials and the estimated cost of any compliance or remedial action
in connection with such Default.

      SECTION  5.12.  Further  Assurances.  (a)  Execute  any  and  all  further
documents,  financing  statements,  agreements  and  instruments,  and  take all
further action  (including  filing Uniform  Commercial  Code and other financing
statements,  mortgages and deeds of trust) that may be required under applicable
law, or that the Required Lenders,  the  Administrative  Agent or the Collateral
Agent  may  reasonably   request,   in  order  to  effectuate  the  transactions
contemplated by the Loan Documents and in order to grant, preserve,  protect and
perfect the validity and first  priority of the  security  interests  created or
intended to be created by the  Security  Documents.  In  addition,  from time to
time,  the Borrower will (and will cause its  Subsidiaries  to), at its cost and
expense,

<PAGE>
                                                                              43


promptly  secure the  Obligations  by  pledging  or  creating,  or causing to be
pledged or created,  perfected  security  interests  with respect to such of its
assets and properties as the Administrative  Agent or the Required Lenders shall
designate  (it being  understood  that it is the intent of the parties  that the
Obligations shall be secured by substantially all the assets of the Loan Parties
(including real and other properties  acquired subsequent to the Closing Date)).
Such security  interests and Liens will be created under the Security  Documents
and other security agreements,  mortgages,  deeds of trust and other instruments
and documents in form and substance  satisfactory to the Collateral  Agent,  and
the  Borrower  shall  deliver or cause to be  delivered  to the Lenders all such
instruments and documents  (including legal opinions,  title insurance  policies
and lien searches) as the Collateral Agent shall reasonably  request to evidence
compliance  with this Section.  The Borrower  agrees to provide such evidence as
the Collateral Agent shall reasonably  request as to the perfection and priority
status of each such security interest and Lien. In furtherance of the foregoing,
the  Borrower  will  give  prompt  notice  to the  Administrative  Agent  of the
acquisition  by it or any of the  Subsidiaries  of any  real  property  (or  any
interest in real property) having a value in excess of $100,000.

      (b) Upon the  consummation  of any Permitted  Acquisition of any person by
any of the Loan  Parties,  upon the  formation by any of the Loan Parties of any
Domestic  Subsidiary or upon any Subsidiary ceasing to be an Excluded Subsidiary
(either because the Borrower  voluntarily  withdraws such designation or because
such  designation is deemed  withdrawn  pursuant to Section 6.15),  the Borrower
shall  cause the person so  acquired or formed,  or such  Subsidiary  that is no
longer  an  Excluded  Subsidiary,  as the case may be,  at the  election  of the
Administrative  Agent or Required  Lenders,  to be  designated  as a  Subsidiary
Guarantor of the Obligations. Such person shall become a Loan Party by executing
the Guarantee and Collateral  Agreement and each applicable Security Document in
favor of the Collateral  Agent.  In addition,  (i) such person shall execute and
deliver such Security Documents,  agreements and documents as the Administrative
Agent,  Collateral Agent or the Required Lenders may reasonably request to grant
a first priority  perfected Lien in respect of substantially all of its real and
personal property in favor of the Collateral Agent and the Lenders, and (ii) the
Loan Parties owning Equity Interests in such person shall pledge all such Equity
Interests in such person.

      (c)  Notwithstanding  anything to the contrary in paragraph  (a) or (b) of
this Section 5.12, no Foreign  Subsidiary  shall be required to grant a security
interest in its assets to secure the Obligations or to guarantee the Obligations
to the extent  the  granting  of such  security  interest  or the making of such
guarantee  (i) would  result in adverse tax  consequences  to the  Borrower  (as
certified to the  Administrative  Agent by a Financial Officer of the Borrower),
(ii) is prohibited by applicable law, or (iii) would, in the reasonable judgment
of the Administrative Agent, be unreasonably costly in light of the benefit such
security interest or guarantee would provide to the Lenders.

      SECTION 5.13.  Assignability  of Contracts.  Use  commercially  reasonable
efforts to exclude  from all  agreements  or  documents  entered  into after the
Closing  Date,  any term or  provision  that  would  prevent a Loan  Party  from
granting a Lien in such  agreements or documents to the  Collateral  Agent under
the Security Documents.

<PAGE>
                                                                              44


      SECTION 5.14.  Ranking.  Ensure that, at all times, all liabilities of the
Borrower and its  Subsidiaries  under this Agreement or the other Loan Documents
shall  rank in  right of  payment  either  pari  passu or  senior  to all  other
Indebtedness and Contingent Obligations of the Borrower and its Subsidiaries.

      SECTION 5.15. Post-Closing Covenants.

      (a) Within 10 Business Days of the Closing Date,  the Borrower  shall have
delivered to the Administrative Agent a copy of, or a certificate as to coverage
under,  the  insurance  policies  required  by Section  5.02 and the  applicable
provisions of the Security Documents,  each of which shall have been endorsed or
otherwise amended to include a customary  lender's loss payable  endorsement and
to name  the  Collateral  Agent as  additional  insured,  in form and  substance
reasonably satisfactory to the Administrative Agent. During such 10 Business Day
period,  the  Borrower  shall not be required to comply with the  provisions  of
Section 5.02(b) hereof.

      (b)  Within 30 days of the  Closing  Date,  the Loan  Parties  shall  have
executed and delivered each of the agreements  required to be delivered pursuant
to Section 4.04(b) of the Guarantee and Collateral Agreement. During such 30 day
period,  the  Borrower  shall not be required to comply with the  provisions  of
Section 4.04(b) of the Guarantee and Collateral Agreement.

      (c) The Borrower shall use its  commercially  reasonable  efforts to enter
into landlord  consent,  estoppel and collateral  access  agreements in form and
substance  reasonably  satisfactory to the Administrative  Agent with respect to
the Borrower's leased real property located in Hackensack,  New Jersey within 30
Business Days of the Closing Date.

      (d) Within 10 Business Days of the Closing Date,  the Borrower  shall have
delivered  to  the  Administrative   Agent  evidence  that  Wynd  Communications
Corporation, a California corporation, is in good standing under the laws of the
State of  California.  During such 10 Business  Day period,  the failure of Wynd
Communications Corporation to be in good standing under the laws of the State of
California  shall not  constitute  a Default or Event of Default  hereunder or a
breach of Section 3.01(a) or (c) hereof.

                                   ARTICLE VI

                               Negative Covenants

      The Borrower  covenants  and agrees with each Lender that, so long as this
Agreement shall remain in effect and until the Commitments  have been terminated
and the principal of and interest and Make-Whole  Amount,  if any, on each Loan,
all fees and all other expenses or amounts  payable under any Loan Document have
been paid in full,  unless the  Required  Lenders (or the  Administrative  Agent
acting at the written direction of the Required Lenders) shall otherwise consent
in  writing,  the  Borrower  will not,  nor will it cause or  permit  any of the
Subsidiaries to:

<PAGE>
                                                                              45


      SECTION 6.01.  Indebtedness.  Incur, create, assume or permit to exist any
Indebtedness, except:

            (a)  Indebtedness  existing  on the  date  hereof  and set  forth in
      Schedule  6.01  and  any  extensions,  renewals  or  replacements  of such
      Indebtedness  to the extent the principal  amount of such  Indebtedness is
      not increased, neither the final maturity nor the weighted average life to
      maturity  of  such  Indebtedness  is  decreased,  such  Indebtedness,   if
      subordinated to the Obligations,  remains so subordinated on terms no less
      favorable  to the Lenders,  and the  original  obligors in respect of such
      Indebtedness remain the only obligors thereon;

            (b)  Indebtedness   created  hereunder  and  under  the  other  Loan
      Documents;

            (c)  intercompany  Indebtedness of the Borrower and the Subsidiaries
      to the extent permitted by Section 6.04(c);

            (d)  Indebtedness  of the  Borrower  or any  Subsidiary  incurred to
      finance  the  acquisition,  construction  or  improvement  of any fixed or
      capital  assets,  and  extensions,  renewals and  replacements of any such
      Indebtedness  that  do  not  increase  the  outstanding  principal  amount
      thereof;  provided  that (i) such  Indebtedness  is  incurred  prior to or
      within  180  days  after  such  acquisition  or  the  completion  of  such
      construction  or improvement  and (ii) the aggregate  principal  amount of
      Indebtedness  permitted by this Section  6.01(d),  when  combined with the
      aggregate  principal  amount of all  Capital  Lease  Obligations  incurred
      pursuant  to  Section  6.01(e)  shall  not  exceed  $250,000  at any  time
      outstanding;

            (e) Capital Lease Obligations in an aggregate principal amount, when
      combined with the aggregate principal amount of all Indebtedness  incurred
      pursuant  to  Section  6.01(d),  not in  excess  of  $250,000  at any time
      outstanding;

            (f) Indebtedness under performance bonds or with respect to workers'
      compensation  claims,  in each case  incurred  in the  ordinary  course of
      business;

            (g) Indebtedness owed to any bank consisting of liabilities  arising
      from treasury,  depository and cash  management  services or in connection
      with any automated  clearing house transfers of funds (none of which shall
      consist of Indebtedness for borrowed money);

            (h)  Indebtedness  existing  or arising  under  Hedging  Agreements;
      provided that such  obligations are (or were) entered into in the ordinary
      course of the Borrower's  business for the purpose of directly  mitigating
      risks associated with liabilities,  commitments,  investments,  assets, or
      property held or reasonably  anticipated by the Borrower,  and not for the
      purposes of speculation or taking a "market view";

            (i) Indebtedness consisting of (A) Guarantees by the Borrower or any
      Guarantor of any Indebtedness of the Borrower or the Guarantors  permitted
      pursuant to this Section 6.01  (disregarding this subsection (i)), and (B)
      Guarantees

<PAGE>
                                                                              46


      by any Subsidiary that is not a Guarantor of any Indebtedness of any other
      Subsidiary  that is not a  Guarantor,  so long  as  such  Indebtedness  is
      otherwise  permitted  pursuant to this  Section  6.01  (disregarding  this
      subsection (i));

            (j) in each  case to the  extent  (if  any)  that  such  obligations
      constitute  Indebtedness,   (a)  customary  indemnification   obligations,
      purchase   price  or  other  similar   adjustments   in  connection   with
      acquisitions  and  dispositions   permitted  under  this  Agreement,   (b)
      reimbursement or indemnification  obligations owed to any Person providing
      workers'  compensation,  health,  disability or other employee benefits or
      property,  casualty or liability insurance,  (c) obligations in respect of
      performance bonds, bid bonds, appeal bonds, surety bonds,  performance and
      completion  guarantees and similar obligations,  or obligations in respect
      of letters of  credit,  bank  guarantees  or similar  instruments  related
      thereto,  in each case  provided in the ordinary  course of business,  (d)
      obligations for deferred  payment of insurance  premiums,  (e) take-or-pay
      obligations contained in supply arrangements; provided, in each case, that
      such  obligation  arises in the  ordinary  course of  business  and not in
      connection with the obtaining of financing;

            (k)  Indebtedness in an aggregate  principal amount not in excess of
      $25,000 at any time consisting of obligations under deferred  compensation
      or  other   similar   arrangements   incurred  in   connection   with  the
      Transactions,  Permitted  Acquisitions or any other  Investment  expressly
      permitted hereunder;

            (l)  Indebtedness  consisting  of  letters  of credit  or  deposits;
      provided that such obligations (i) are entered into in the ordinary course
      of the  Borrower's  business for the purpose of securing  office space and
      (ii) do not exceed $50,000 at any time outstanding; and

            (m)  other   unsecured   Indebtedness   of  the   Borrower  and  its
      Subsidiaries in an aggregate  principal  amount not exceeding  $100,000 at
      any time outstanding.

      SECTION 6.02. Liens. Create,  incur, assume or permit to exist any Lien on
any property or assets  (including  Equity  Interests or other securities of any
person,  including  the  Borrower  or any  Subsidiary)  now  owned or  hereafter
acquired by it or on any income or revenues or rights in respect of any thereof,
except:

            (a) Liens on property or assets of the Borrower and the Subsidiaries
      existing on the date hereof and set forth in Schedule 6.02;  provided that
      such Liens shall  secure only those  obligations  which they secure on the
      date hereof and extensions,  renewals and replacements  thereof;  provided
      that  the  principal  amount  of the  obligation  secured  thereby  is not
      increased and that any such  extension,  renewal or replacement is limited
      to the property originally encumbered thereby;

            (b) any Lien created under the Loan Documents;

            (c)  any  Lien  existing  on any  property  or  asset  prior  to the
      acquisition  thereof by the Borrower or any  Subsidiary or existing on any
      property or assets of any person that becomes a Subsidiary  after the date
      hereof prior to the time such

<PAGE>
                                                                              47


      person  becomes a Subsidiary,  as the case may be;  provided that (i) such
      Lien  is not  created  in  contemplation  of or in  connection  with  such
      acquisition or such person becoming a Subsidiary,  (ii) such Lien does not
      apply to any other  property or assets of the  Borrower or any  Subsidiary
      and (iii) such Lien secures only those obligations which it secures on the
      date of such  acquisition or the date such person becomes a Subsidiary and
      extensions,  renewals  and  replacements  thereof,  as the  case  may  be;
      provided that, in the case of any  extension,  renewal or replacement of a
      Lien  permitted  by this  Section  6.2(c),  the  principal  amount  of the
      obligation secured thereby is not increased and such extension, renewal or
      replacement is limited to the property originally encumbered thereby;

            (d) Liens for  taxes  not yet due or which  are being  contested  in
      compliance with Section 5.03;

            (e) carriers', landlords',  warehousemen's,  mechanics', suppliers',
      materialmen's,  repairmen's  or other like Liens  arising in the  ordinary
      course of business and securing  obligations  that are not due and payable
      or which are being contested in compliance with Section 5.03;

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

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

            (h) zoning restrictions,  easements, rights-of-way,  restrictions on
      use of real  property  and  other  similar  encumbrances  incurred  in the
      ordinary course of business  which, in the aggregate,  are not substantial
      in amount and do not  materially  detract  from the value of the  property
      subject thereto or interfere with the ordinary  conduct of the business of
      the Borrower or any of its Subsidiaries;

            (i) purchase money security interests in real property, improvements
      thereto or equipment  hereafter acquired (or, in the case of improvements,
      constructed)  by the Borrower or any  Subsidiary;  provided  that (i) such
      security  interests  secure  Indebtedness  permitted by Section 6.01, (ii)
      such security interests are incurred, and the Indebtedness secured thereby
      is  created,  within 180 days after such  acquisition  (or  construction),
      (iii) the Indebtedness  secured thereby does not exceed 100% of the lesser
      of the cost or the fair market value of such real  property,  improvements
      or equipment at the time of such  acquisition (or  construction)  and (iv)
      such  security  interests do not apply to any other  property or assets of
      the Borrower or any Subsidiary;

<PAGE>
                                                                              48


            (j) Liens securing judgments (other than judgments giving rise to an
      Event of Default)  for the payment of money (or  securing  appeal or other
      surety bonds related to such judgments);

            (k) Liens  consisting of set-offs of a customary  nature or bankers'
      Liens on  deposit  accounts  maintained  with,  or other  property  in the
      custody of, a depositary  bank pursuant to its general  business terms and
      in the ordinary course of business;

            (l) Any  interest  or  title of a  lessor,  sublessor,  licensee  or
      licensor under any lease or license agreement  permitted by this Agreement
      which  do not  materially  interfere  with  the  ordinary  conduct  of the
      business  of  Borrower  or  its   Subsidiaries   and  do  not  secure  any
      Indebtedness;

            (m) Liens  consisting of pledges and deposits in the ordinary course
      of  business  securing  liability  for  reimbursement  or  indemnification
      obligations  to (including  obligations in respect of letters of credit or
      bank guarantees for the benefit of) insurance carriers providing property,
      casualty or liability insurance to Borrower or its Subsidiaries;

            (n)  Liens  (A) on cash  advances  in  favor  of the  seller  of any
      property  to be acquired in an  Investment  permitted  pursuant to Section
      6.04 to be applied against the purchase price for such Investment, and (B)
      consisting  of an  agreement  to transfer  any  property in a  disposition
      permitted  under  Section  6.05,  in each case,  solely to the extent such
      Investment or  disposition,  as the case may be, would have been permitted
      on the date of the creation of such Lien;

            (o)  Liens  that are  contractual  rights  of  set-off  relating  to
      purchase  orders  and other  agreements  entered  into with  customers  of
      Borrower or any of its Subsidiaries in the ordinary course of business;

            (p)  Liens  arising  out  of  conditional   sale,  title  retention,
      consignment  or similar  arrangements  for sale of goods  entered  into by
      Borrower or its Subsidiaries in the ordinary course of business (excluding
      any general  inventory  financing)  or Liens  arising by  operation of law
      under  Article  2 of the UCC in favor of a  reclaiming  seller of goods or
      buyer of goods;

            (q)  Liens  arising  from  precautionary  UCC  financing  statements
      regarding operating leases entered into in the ordinary course;

            (r) Liens of a collecting  bank  arising in the  ordinary  course of
      business under Section 4-208 of the Uniform  Commercial  Code in effect in
      the relevant  jurisdiction  covering only the items being  collected upon;
      and

            (s) other Liens so long as neither the value of the property subject
      to such Liens, nor the Indebtedness and other obligations secured thereby,
      not exceed $100,000 in the aggregate.

<PAGE>
                                                                              49


      SECTION  6.03.   Sale  and   Lease-Back   Transactions.   Enter  into  any
arrangement,  directly or  indirectly,  with any person whereby it shall sell or
transfer any property, real or personal, used or useful in its business, whether
now owned or hereafter  acquired,  and thereafter rent or lease such property or
other  property  which it intends to use for  substantially  the same purpose or
purposes  as the  property  being  sold or  transferred  unless  (a) the sale or
transfer of such property is permitted by Section 6.05 and (b) any Capital Lease
Obligations  or Liens arising in  connection  therewith are permitted by Section
6.01 and 6.02, as the case may be.

      SECTION 6.04. Investments,  Loans and Advances.  Purchase, hold or acquire
any Equity Interests,  evidences of indebtedness or other securities of, make or
permit  to exist  any  loans or  advances  to,  or make or  permit  to exist any
investment or any other interest in, any other person, except:

            (a) (i)  investments  existing  on the date  hereof and set forth on
      Schedule  6.04  hereto,   (ii)   investments   by  the  Borrower  and  the
      Subsidiaries  existing on the date hereof in the Equity  Interests  of the
      Subsidiaries  and (iii)  additional  investments  by the  Borrower and the
      Subsidiaries in the Equity  Interests of the  Subsidiaries;  provided that
      (A) any such  Equity  Interests  held by a Loan  Party  shall  be  pledged
      pursuant  to  the  Guarantee  and  Collateral  Agreement  (subject  to the
      limitations applicable to voting stock of a Foreign Subsidiary referred to
      therein) and (B) the aggregate  amount of  investments by Loan Parties in,
      and loans and advances by Loan Parties to,  Subsidiaries that are not Loan
      Parties  made after the Closing  Date  (determined  without  regard to any
      write-downs or write-offs of such  investments,  loans and advances) shall
      not exceed $10,000 at any time outstanding;

            (b) Permitted Investments;

            (c) loans or advances  made by the  Borrower to any  Subsidiary  and
      made by any Subsidiary to the Borrower or any other  Subsidiary;  provided
      that  (i) any  such  loans  and  advances  made by a Loan  Party  shall be
      evidenced by a promissory  note  pledged to the  Collateral  Agent for the
      ratable  benefit of the  Secured  Parties  pursuant to the  Guarantee  and
      Collateral  Agreement,  (ii) any such  loans and  advances  made to a Loan
      Party shall be subordinated  to the  Obligations on terms  satisfactory to
      the Administrative  Agent and (iii) the aggregate amount of such loans and
      advances  made by Loan Parties to  Subsidiaries  that are not Loan Parties
      (determined  without  regard  to any  write-downs  or  write-offs  of such
      investments,  loans  and  advances)  shall not  exceed  $5,000 at any time
      outstanding;

            (d)  investments  received  in  connection  with the  bankruptcy  or
      reorganization of, or settlement of delinquent accounts and disputes with,
      customers and suppliers, in each case in the ordinary course of business;

            (e) the Borrower and the Subsidiaries may make loans and advances in
      the ordinary course of business to their  respective  employees,  officers
      and directors so long as the  aggregate  principal  amount  thereof at any
      time  outstanding

<PAGE>
                                                                              50


      (determined  without regard to any write-downs or write-offs of such loans
      and advances) shall not exceed $10,000;

            (f) the  Borrower  and  the  Subsidiaries  may  enter  into  Hedging
      Agreements that are not speculative in nature;

            (g) any Subsidiary may acquire all or  substantially  all the assets
      of a person or line of business of such  person,  or not less than 100% of
      the Equity Interests (other than directors' qualifying shares) of a person
      (referred  to herein as the  "Acquired  Entity");  provided  that (i) such
      acquisition  was not  preceded  by an  unsolicited  tender  offer for such
      Equity  Interests by, or proxy  contest  initiated by, the Borrower or any
      Subsidiary or Affiliate  thereof;  (ii) the Acquired  Entity shall be in a
      similar or complementary  line of business as that of the Borrower and the
      Subsidiaries  as  conducted  during the current  and most recent  calendar
      year; and (iii) at the time of such  transaction (A) both before and after
      giving effect thereto,  no Default or Event of Default shall have occurred
      and be  continuing;  (B) the  Borrower  would  be in  compliance  with the
      covenant  set forth in Section  6.10 after giving pro forma effect to such
      transaction;  (C) the total  consideration  paid in  connection  with such
      acquisition  and any other  acquisitions  pursuant to this Section 6.04(g)
      (including any  Indebtedness of the Acquired Entity that is assumed by the
      Borrower or any  Subsidiary  following such  acquisition  and any payments
      following  such  acquisition  pursuant to earn-out  provisions  or similar
      obligations) shall not in the aggregate exceed $500,000;  (D) the Borrower
      shall have delivered a certificate of a Financial  Officer,  certifying as
      to the  foregoing  and  containing  reasonably  detailed  calculations  in
      support thereof, in form and substance  satisfactory to the Administrative
      Agent;  and (E) the Borrower  shall  comply,  and shall cause the Acquired
      Entity to comply,  with the applicable  provisions of Section 5.12 and the
      Security  Documents (any acquisition of an Acquired Entity meeting all the
      criteria of this Section  6.04(g) being referred to herein as a "Permitted
      Acquisition");

            (h) extensions of trade credit in the ordinary course of business in
      accordance with past practices;

            (i) investments  consisting of non-cash  consideration received from
      an Asset Sale in compliance with Section 6.05;

            (j) the Transactions shall be permitted;

            (k)  investments  of any  person  existing  at the time such  person
      becomes a Subsidiary of Borrower or  consolidates  or merges with Borrower
      or any of its Subsidiaries in a transaction  expressly permitted hereby so
      long as such  investments  were not made in  contemplation  of such person
      becoming a Subsidiary or of such merger;

            (l)  investments  in the ordinary  course of business  consisting of
      endorsements for collection or deposit;

<PAGE>
                                                                              51


            (m) the Borrower or any other Loan Party may pay the Deposit; and

            (n) in addition to  investments  permitted by paragraphs (a) through
      (m) above, additional investments,  loans and advances by the Borrower and
      the  Subsidiaries  so long as the  aggregate  amount  invested,  loaned or
      advanced pursuant to this paragraph (n) (determined  without regard to any
      write-downs  or write-offs of such  investments,  loans and advances) does
      not exceed $10,000 in the aggregate;

      SECTION   6.05.   Acquisitions,   Consolidations,   Sales  of  Assets  and
Acquisitions. (a) Merge into or consolidate with any other person, or permit any
other person to merge into or consolidate with it, or sell,  transfer,  lease or
otherwise  dispose of (in one transaction or in a series of transactions) all or
substantially  all the assets  (whether now owned or hereafter  acquired) of the
Borrower or less than all the Equity  Interests of any Subsidiary,  or purchase,
lease or otherwise  acquire (in one transaction or a series of transactions) all
or any substantial  part of the assets of any other person,  except that (i) the
Borrower and any  Subsidiary  may  purchase  and sell  inventory in the ordinary
course of  business,  (ii) the Borrower or another Loan Party may enter into the
Acquisition  Agreement  and (iii) if at the time thereof and  immediately  after
giving effect  thereto no Event of Default or Default shall have occurred and be
continuing  (x) any wholly  owned  Subsidiary  of the Borrower may merge into or
consolidate  with any other  wholly  owned  Subsidiary  of the  Borrower  or the
Borrower  in a  transaction  in which the  surviving  entity  is a wholly  owned
Subsidiary  of the Borrower or the  Borrower,  as the case may be, and no person
other than the Borrower or a wholly owned Subsidiary  receives any consideration
(provided  that if any  party  to any  such  transaction  is a Loan  Party,  the
surviving entity of such transaction shall be a Loan Party) and (y) the Borrower
and the Subsidiaries may make Permitted Acquisitions.

      (b) Make any Asset Sale  otherwise  permitted  under  paragraph  (a) above
unless (i) such Asset Sale is for  consideration  at least 75% of which is cash,
(ii) such consideration is at least equal to the fair market value of the assets
being sold,  transferred,  leased or disposed of and (iii) the fair market value
of all  assets  sold,  transferred,  leased  or  disposed  of  pursuant  to this
paragraph (b) shall not exceed $50,000 in the aggregate.

      SECTION 6.06. Restricted Payments;  Restrictive Agreements. (a) Declare or
make,  or agree to declare  or make,  directly  or  indirectly,  any  Restricted
Payment (including pursuant to any Synthetic Purchase  Agreement),  or incur any
obligation  (contingent or otherwise) to do so; provided,  however, that (i) any
Subsidiary  of the  Borrower  may  declare  and  pay  dividends  or  make  other
distributions  ratably  to its  equity  holders  and (ii) the  Borrower  and the
Subsidiaries may make Restricted  Payments in the form of distributions  payable
solely in the common stock or other common Equity Interests of such person;

      (b)  Enter  into,  incur  or  permit  to  exist  any  agreement  or  other
arrangement  that  prohibits,  restricts or imposes any  condition  upon (i) the
ability of the Borrower or any  Subsidiary  to create,  incur or permit to exist
any  Lien  upon any of its  property  or  assets,  or (ii)  the  ability  of any
Subsidiary  to pay dividends or other  distributions  with respect to

<PAGE>
                                                                              52


any of its  Equity  Interests  or to make or  repay  loans  or  advances  to the
Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or
any  other  Subsidiary;  provided  that (A) the  foregoing  shall  not  apply to
restrictions and conditions existing on the Closing Date or imposed by law or by
any Loan Document,  (B) the foregoing shall not apply to customary  restrictions
and  conditions  contained  in  agreements  relating to the sale of a Subsidiary
pending such sale,  provided such  restrictions and conditions apply only to the
Subsidiary that is to be sold and such sale is permitted  hereunder,  (C) clause
(i) of the foregoing shall not apply to  restrictions  or conditions  imposed by
any agreement  relating to secured  Indebtedness  permitted by this Agreement if
such  restrictions  or conditions  apply only to the property or assets securing
such  Indebtedness and (D) subject to Section 5.13,  clause (i) of the foregoing
shall  not  apply  to  customary   provisions  in  leases  and  other  contracts
restricting the assignment thereof.

      SECTION  6.07.  Transactions  with  Affiliates.  Except  for  transactions
between or among Loan  Parties,  sell or transfer  any property or assets to, or
purchase or acquire any  property or assets  from,  or  otherwise  engage in any
other transactions with, any of its Affiliates,  except that the Borrower or any
Subsidiary  may  engage in any of the  foregoing  transactions  in the  ordinary
course of business at prices and on terms and  conditions  not less favorable to
the Borrower or such Subsidiary than could be obtained on an arm's-length  basis
from unrelated third parties.

      SECTION 6.08. Business of the Borrower and its Subsidiaries.  With respect
to the Borrower and each of its Subsidiaries, engage at any time in any business
or business  activity  other than the  business  currently  conducted  by it and
business activities reasonably incidental thereto.

      SECTION  6.09.  Other  Indebtedness  and  Agreements.  (a)  Permit (i) any
waiver,  supplement,  modification,  amendment,  termination  or  release of any
indenture,  instrument or agreement pursuant to which any Material  Indebtedness
of the Borrower or any of the  Subsidiaries is outstanding if the effect of such
waiver,  supplement,  modification,  amendment,  termination  or  release  would
materially increase the obligations of the obligor or confer additional material
rights on the holder of such Material  Indebtedness  in a manner  adverse to the
Borrower, any of the Subsidiaries or the Lenders or (ii) any waiver, supplement,
modification  or  amendment  of  its  certificate  of  incorporation,   by-laws,
operating, management or partnership agreement or other organizational documents
in a manner  adverse  to  Administrative  Agent,  the  Collateral  Agent and the
Lenders.

      (b) (i) Make any distribution,  whether in cash, property, securities or a
combination  thereof,  other than regular  scheduled  payments of principal  and
interest  as  and  when  due  (to  the  extent  not   prohibited  by  applicable
subordination provisions),  in respect of, or pay, or commit to pay, or directly
or indirectly  (including  pursuant to any Synthetic Purchase Agreement) redeem,
repurchase, retire or otherwise acquire for consideration,  or set apart any sum
for the aforesaid purposes,  any Indebtedness (other than the Loans) or (ii) pay
in cash any amount in respect of any  Indebtedness or preferred Equity Interests
that may at the obligor's option be paid in kind or in other securities.

<PAGE>
                                                                              53


      SECTION  6.10.  Minimum  Liquidity.  Permit  Liquidity  to  be  less  than
$2,000,000 at any time.

      SECTION  6.11.  Fiscal  Year.  With  respect  to  the  Borrower  and  each
Subsidiary, change their fiscal year-end to a date other than December 31.

      SECTION 6.12. Certain Equity Securities. Issue any Equity Interest that is
not Qualified Capital Stock.

      SECTION 6.13. Amendments or Waivers of Documents Relating to Indebtedness.

      (a) Amendments of Documents  Relating to  Indebtedness.  The Borrower will
not, and will not permit any of its  Subsidiaries  to, amend or otherwise change
the terms of any Indebtedness,  or make any payment consistent with an amendment
thereof  or change  thereto,  if the  effect of such  amendment  or change is to
increase the interest rate on such  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,
change the subordination  provisions  thereof (or of any guaranty  thereof),  or
change any collateral  therefor (other than to release such  collateral),  or if
the effect of such  amendment or change,  together with all other  amendments or
changes  made,  is  to  increase  materially  the  obligations  of  the  obligor
thereunder  or  to  confer  any  additional   rights  on  the  holders  of  such
Indebtedness (or a trustee or other  representative on their behalf) which would
be adverse to any of the Loan Parties, the Lenders or the Administrative Agent.

      (b)  Amendments of  Organizational  Documents.  The Borrower will not, and
will not permit any of its  Subsidiaries  to, make any  amendment,  restatement,
supplement or other  modification to such person's  Organizational  Documents in
any manner adverse to the Lenders or the Administrative  Agent without obtaining
the  prior  written   consent  of  the  Required   Lenders  to  such  amendment,
restatement, supplement or other modification.

      SECTION  6.14.  Wholly-Owned  Subsidiaries.  Neither the  Borrower nor any
Subsidiary of the Borrower will own, form or acquire any  Subsidiary  other than
Subsidiaries that are wholly owned Subsidiaries of the Borrower.

      SECTION 6.15. Excluded Subsidiaries.  The Borrower shall not, nor shall it
permit any Subsidiary to, directly or indirectly,  permit (a) the combined gross
revenue of all Excluded  Subsidiaries for the period of four fiscal  consecutive
quarters most recently ended to exceed $5,000,  (b) the combined total assets of
the Excluded Subsidiaries at any time to be more than $5,000 or (c) any Excluded
Subsidiary  to own, or possess the right to use,  any  Intellectual  Property or
other assets that  individually or in the aggregate are material to the business
of the  Borrower  and its  Subsidiaries,  taken as a  whole.  The  Borrower  may
withdraw the designation of any Subsidiary as an Excluded Subsidiary at any time
in a written notice to the  Administrative  Agent. If, at any time, the Borrower
is

<PAGE>
                                                                              54


not in  compliance  with clauses (a) through (c) above,  unless the Borrower has
notified the  Administrative  Agent in writing (1) within 10 Business Days after
the date the  Borrower  is  required  to deliver  financial  statements  for the
applicable  fiscal  quarter or year  pursuant to Section  5.04(a) or (b) (in the
case of clause (a) of this Section  6.15) or (2) within 10 Business Days of such
occurrence  (in the case of clause  (b) or (c) of this  Section  6.15) that such
designation has been withdrawn for one or more Excluded Subsidiaries  sufficient
to comply with this Section 6.15, then such designation  shall be deemed to have
been withdrawn as to all such Subsidiaries (in the case of clause (a) or (b)) or
the applicable  Subsidiary (in the case of clause (c)) and each such  Subsidiary
as to which such designation is deemed to have been withdrawn shall thereupon be
deemed to have ceased to be an Excluded  Subsidiary.  Any  Subsidiary  for which
such designation has been withdrawn or deemed withdrawn may not be re-designated
as an Excluded Subsidiary.

                                  ARTICLE VII

                                Events of Default

      In  case of the  happening  of any of the  following  events  ("Events  of
Default"):

            (a) any  representation  or  warranty  made or deemed  made in or in
      connection  with any Loan  Document  or the Loans made  hereunder,  or any
      representation,  warranty,  statement  or  information  contained  in  any
      report, certificate,  financial statement or other instrument furnished in
      connection with or pursuant to any Loan Document, shall prove to have been
      false or misleading in any material  respect when so made,  deemed made or
      furnished;

            (b)  default  shall be made in the payment of any  principal  of, or
      Make-Whole  Amount on, any Loan when and as the same shall  become due and
      payable, whether at the due date thereof or at a date fixed for prepayment
      thereof or by acceleration thereof or otherwise;

            (c) default shall be made in the payment of any interest on any Loan
      or any fee or any other  amount  (other than an amount  referred to in (b)
      above) due under any Loan Document,  when and as the same shall become due
      and payable,  and such default shall  continue  unremedied for a period of
      three Business Days;

            (d) default shall be made in the due  observance or  performance  by
      the Borrower or any  Subsidiary  of any  covenant,  condition or agreement
      contained in Section 5.01(a), 5.05(a), 5.08 or 5.15 or in Article VI;

            (e) default shall be made in the due  observance or  performance  by
      the Borrower or any  Subsidiary  of any  covenant,  condition or agreement
      contained in any Loan Document  (other than those specified in (b), (c) or
      (d) above) and such default shall  continue  unremedied for a period of 30
      days after notice thereof from the  Administrative  Agent or any Lender to
      the Borrower;

<PAGE>
                                                                              55


            (f)  (i)  the  Borrower  or any  Subsidiary  shall  fail  to pay any
      principal  or  interest,  regardless  of  amount,  due in  respect  of any
      Material Indebtedness,  when and as the same shall become due and payable,
      or (ii) any other event or  condition  occurs that results in any Material
      Indebtedness  becoming due prior to its scheduled maturity or that enables
      or  permits  (with or without  the giving of notice,  the lapse of time or
      both) the holder or holders of any Material Indebtedness or any trustee or
      agent on its or their behalf to cause any Material  Indebtedness to become
      due, or to require the  prepayment,  repurchase,  redemption or defeasance
      thereof,  prior to its scheduled maturity;  provided that this clause (ii)
      shall not apply to secured  Indebtedness  that  becomes due as a result of
      the  voluntary  sale or transfer of the property or assets  securing  such
      Indebtedness;

            (g) an involuntary  proceeding  shall be commenced or an involuntary
      petition shall be filed in a court of competent  jurisdiction  seeking (i)
      relief in respect of the Borrower or any  Subsidiary,  or of a substantial
      part of the  property  or assets of the  Borrower or a  Subsidiary,  under
      Title 11 of the  United  States  Code,  as now  constituted  or  hereafter
      amended, or any other Federal,  state or foreign  bankruptcy,  insolvency,
      receivership or similar law, (ii) the appointment of a receiver,  trustee,
      custodian, sequestrator,  conservator or similar official for the Borrower
      or any  Subsidiary or for a substantial  part of the property or assets of
      the Borrower or a Subsidiary or (iii) the winding-up or liquidation of the
      Borrower or any Subsidiary; and such proceeding or petition shall continue
      undismissed for 60 days or an order or decree approving or ordering any of
      the foregoing shall be entered;

            (h) the Borrower or any Subsidiary  shall (i)  voluntarily  commence
      any  proceeding or file any petition  seeking relief under Title 11 of the
      United States Code, as now constituted or hereafter amended,  or any other
      Federal, state or foreign bankruptcy, insolvency,  receivership or similar
      law,  (ii) consent to the  institution  of, or fail to contest in a timely
      and  appropriate  manner,  any  proceeding  or the filing of any  petition
      described in (g) above, (iii) apply for or consent to the appointment of a
      receiver,  trustee,  custodian,   sequestrator,   conservator  or  similar
      official for the Borrower or any  Subsidiary or for a substantial  part of
      the  property or assets of the  Borrower or any  Subsidiary,  (iv) file an
      answer  admitting the material  allegations of a petition filed against it
      in any such proceeding,  (v) make a general  assignment for the benefit of
      creditors,  (vi) become  unable,  admit in writing its  inability  or fail
      generally to pay its debts as they become due or (vii) take any action for
      the purpose of effecting any of the foregoing;

            (i) one or more  judgments  (other  than  judgments  that are  fully
      covered by a reputable and solvent  insurance  company)  shall be rendered
      against the Borrower,  any Subsidiary or any  combination  thereof and the
      same shall remain  undischarged for a period of 30 consecutive days during
      which  execution shall not be effectively  stayed,  or any action shall be
      legally taken by a judgment  creditor to levy upon assets or properties of
      the  Borrower  or any  Subsidiary  to

<PAGE>
                                                                              56


      enforce any such judgment and such judgment is for the payment of money in
      an aggregate amount in excess of $250,000;

            (j) an ERISA Event shall have  occurred  that, in the opinion of the
      Required  Lenders,  when taken  together with all other such ERISA Events,
      could  reasonably  be expected to result in  liability of the Borrower and
      its ERISA Affiliates in an aggregate amount exceeding $250,000;

            (k) any  material  Guarantee  under  the  Guarantee  and  Collateral
      Agreement for any reason shall cease to be in full force and effect (other
      than in accordance with its terms), or any Subsidiary Guarantor shall deny
      in writing  that it has any  further  liability  under the  Guarantee  and
      Collateral  Agreement  (other  than as a result of the  discharge  of such
      Subsidiary Guarantor in accordance with the terms of the Loan Documents);

            (l) any  security  interest  purported to be created by any Security
      Document  shall cease to be, or shall be  asserted by the  Borrower or any
      other Loan Party not to be, a valid, perfected,  first priority (except as
      otherwise  expressly provided in this Agreement or such Security Document)
      security interest in the securities, assets or properties covered thereby;

            (m) any material  subordinated  Indebtedness of the Borrower and the
      Subsidiaries  constituting  Material Indebtedness shall cease (or any Loan
      Party or an Affiliate of any Loan Party shall so assert),  for any reason,
      to  be  validly  subordinated  to  the  Obligations  as  provided  in  the
      agreements evidencing such subordinated Indebtedness;

            (n) the Borrower or any of its Subsidiaries shall be convicted under
      any criminal law that could lead to a forfeiture of any material  property
      of such person;

            (o) there shall have occurred a Change in Control;

then,  and in every such  event  (other  than an event with  respect to the Loan
Parties  described in paragraph  (g) or (h) above),  and at any time  thereafter
during the continuance of such event, the  Administrative  Agent may, and at the
request of the Required Lenders shall, by notice to the Borrower, take either or
both of the following  actions,  at the same or different  times:  (i) terminate
forthwith  the  Commitments  and (ii) declare the Loans then  outstanding  to be
forthwith  due and payable in whole or in part,  whereupon  the principal of the
Loans so declared  to be due and  payable  (and  accrued  cash and PIK  interest
thereon),  the  Make-Whole  Amount,  and any unpaid  accrued  fees and all other
liabilities  of the Loan  Parties  accrued  hereunder  and under any other  Loan
Document, shall become forthwith due and payable,  without presentment,  demand,
protest  or any  other  notice of any kind,  all of which are  hereby  expressly
waived by the Borrower,  anything contained herein or in any other Loan Document
to the  contrary  notwithstanding;  and in any event  with  respect  to the Loan
Parties  described  in  paragraph  (g)  or  (h)  above,  the  Commitments  shall
automatically  terminate  and the

<PAGE>
                                                                              57


principal  of the Loans then  outstanding  (and  accrued  cash and PIK  interest
thereon),  the  Make-Whole  Amount,  and any unpaid  accrued  fees and all other
liabilities of the Borrower accrued hereunder and under any other Loan Document,
shall automatically become due and payable, without presentment, demand, protest
or any other notice of any kind,  all of which are hereby  expressly  waived the
Borrower,  anything  contained  herein  or in any  other  Loan  Document  to the
contrary notwithstanding.

If the Loans are  accelerated  for any reason,  including,  without  limitation,
because of default,  sale, transfer or encumbrance  (including that by operation
of law or  otherwise)  or if the Loans are  repaid  for any  reason  (including,
without limitation, pursuant to a plan of reorganization or otherwise as part of
any insolvency, bankruptcy or similar proceeding) following the occurrence of an
Event of Default or otherwise and whether or not the Loans are accelerated,  the
Make-Whole  Amount will also be due and payable as though said  indebtedness was
voluntarily prepaid as of such date of acceleration and shall constitute part of
the  Obligations,  in view of the  impracticability  and extreme  difficulty  of
ascertaining  actual  damages  and by mutual  agreement  of the  parties as to a
reasonable  calculation  of the Lenders' lost profits as a result  thereof.  The
Make-Whole  Amount shall be presumed to be the liquidated  damages  sustained by
the Lenders as the result of the early  termination and the Borrower agrees that
it is  reasonable  under the  circumstances  currently  existing.  THE  BORROWER
EXPRESSLY  WAIVES THE  PROVISIONS OF ANY PRESENT OR FUTURE  STATUTE OR LAW WHICH
PROHIBITS OR MAY PROHIBIT THE  COLLECTION  OF THE  FOREGOING  PREPAYMENT  FEE IN
CONNECTION WITH ANY SUCH ACCELERATION.

The Borrower further  expressly agrees that: (i) the Make-Whole  Amount provided
for  herein  is  reasonable;   (ii)  the  Make-Whole  Amount  shall  be  payable
notwithstanding  the then  prevailing  market rates at the time payment is made;
(iii) there has been a course of conduct  between  the Lenders and the  Borrower
giving specific  consideration in this transaction for such agreement to pay the
Make-Whole  Amount;  and (iv) the  Borrower  shall be  estopped  hereafter  from
claiming differently than as agreed to in this paragraph. The Borrower expressly
acknowledges  that its agreement to pay the Make-Whole  Amount to the Lenders as
herein described is a material inducement to the Lenders to make the Loans.

                                  ARTICLE VIII

                The Administrative Agent and the Collateral Agent

      Each of the Lenders hereby irrevocably  appoints the Administrative  Agent
and the Collateral Agent (for purposes of this Article VIII, the  Administrative
Agent and the Collateral Agent are referred to collectively as the "Agents") its
agent and  authorizes  the  Agents to take such  actions  on its  behalf  and to
exercise  such  powers as are  delegated  to such Agent by the terms of the Loan
Documents,  together with such actions and powers as are  reasonably  incidental
thereto. Without limiting the generality of the foregoing, the Agents are hereby
expressly  authorized to execute any and all documents (including releases) with
respect to the  Collateral  and the rights of the Secured  Parties  with respect

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                                                                              58


thereto,  as  contemplated  by and in  accordance  with the  provisions  of this
Agreement and the Security Documents.

      The person serving as the Administrative Agent and/or the Collateral Agent
hereunder  shall have the same rights and powers in its  capacity as a Lender as
any other Lender and may  exercise the same as though it were not an Agent,  and
such person and its  affiliates  may provide debt  financing,  equity capital or
other  services  (including  financial  advisory  services)  to any of the  Loan
Parties (or any person engaged in similar  business as that engaged in by any of
the Loan  Parties) as if such  person was not  performing  the duties  specified
herein, and may accept fees and other consideration from any of the Loan Parties
for services in connection  with this Agreement and otherwise  without having to
account for the same to the Lenders.

      Neither Agent shall have any duties or obligations  except those expressly
set  forth  in the  Loan  Documents.  Without  limiting  the  generality  of the
foregoing,  (a) neither Agent shall be subject to any fiduciary or other implied
duties,  regardless  of whether a Default has  occurred and is  continuing,  (b)
neither Agent shall have any duty to take any  discretionary  action or exercise
any  discretionary  powers,  except  discretionary  rights and powers  expressly
contemplated  hereby that such Agent is instructed in writing to exercise by the
Required  Lenders (or such other number or percentage of the Lenders as shall be
necessary under the  circumstances  as provided in Section 9.08), and (c) except
as expressly set forth in the Loan Documents,  neither Agent shall have any duty
to disclose, nor shall it be liable for the failure to disclose, any information
relating to the Borrower or any of the  Subsidiaries  that is communicated to or
obtained by the person serving as  Administrative  Agent and/or Collateral Agent
or any of its Affiliates in any capacity.  Neither Agent shall be liable for any
action  taken or not  taken  by it with the  consent  or at the  request  of the
Required  Lenders (or such other number or percentage of the Lenders as shall be
necessary under the circumstances as provided in Section 9.08) or in the absence
of its own gross negligence or willful misconduct. Neither Agent shall be deemed
to have  knowledge of any Default or Event of Default  unless and until  written
notice  thereof is given to such Agent by the Borrower or a Lender,  and neither
Agent shall be responsible for or have any duty to ascertain or inquire into (i)
any statement, warranty or representation made in or in connection with any Loan
Document,  (ii) the  contents  of any  certificate,  report  or  other  document
delivered  thereunder  or in  connection  therewith,  (iii) the  performance  or
observance of any of the covenants,  agreements or other terms or conditions set
forth in any Loan Document, (iv) the validity, enforceability,  effectiveness or
genuineness of any Loan Document or any other agreement, instrument or document,
or (v) the satisfaction of any condition set forth in Article IV or elsewhere in
any Loan Document,  other than to confirm receipt of items expressly required to
be delivered to such Agent.

      Each  Agent  shall be  entitled  to rely  upon,  and  shall  not incur any
liability  for  relying  upon,  any  notice,  request,   certificate,   consent,
statement,  instrument,  document or other writing  believed by it to be genuine
and to have been signed or sent by the proper  person.  Each Agent may also rely
upon any statement  made to it orally or by telephone and believed by it to have
been made by the proper  person,  and shall not incur any  liability for relying
thereon.  Each Agent may consult with legal  counsel (who may be

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                                                                              59


counsel for the Borrower), independent accountants and other experts selected by
it,  and  shall  not be  liable  for any  action  taken  or not  taken  by it in
accordance with the advice of any such counsel, accountants or experts.

      Each Agent may perform any and all its duties and  exercise its rights and
powers by or through any one or more sub-agents  appointed by it. Each Agent and
any such  sub-agent  may perform any and all its duties and  exercise its rights
and powers by or through  their  respective  Related  Parties.  The  exculpatory
provisions of the preceding  paragraphs shall apply to any such sub-agent and to
the  Related  Parties of each Agent and any such  sub-agent,  and shall apply to
their  respective  activities in connection  with the  syndication of the Credit
Facilities as well as activities as Agent.

      Subject to the appointment and acceptance of a successor Agent as provided
below,  either  Agent may resign at any time by  notifying  the  Lenders and the
Borrower. Upon any such resignation,  the Required Lenders shall have the right,
in consultation with the Borrower, to appoint a successor. If no successor shall
have been so  appointed  by the Required  Lenders and shall have  accepted  such
appointment  within  30 days  after  the  retiring  Agent  gives  notice  of its
resignation,  then the retiring  Agent may, on behalf of the Lenders,  appoint a
successor  Agent which shall be a bank with an office in New York,  New York, or
an Affiliate of any such bank.  Upon the acceptance of its  appointment as Agent
hereunder by a successor, such successor shall succeed to and become vested with
all the rights,  powers,  privileges and duties of the retiring  Agent,  and the
retiring Agent shall be discharged  from its duties and  obligations  hereunder.
The fees payable by the Borrower to a successor Agent shall be the same as those
payable to its predecessor unless otherwise agreed between the Borrower and such
successor.  After an  Agent's  resignation  hereunder,  the  provisions  of this
Article  and  Section  9.05 shall  continue  in effect  for the  benefit of such
retiring Agent, its sub-agents and their  respective  Related Parties in respect
of any  actions  taken or  omitted  to be taken by any of them  while  acting as
Agent.

      Each Lender  acknowledges that it has,  independently and without reliance
upon the Agents or any other Lender and based on such documents and  information
as it has deemed appropriate, made its own credit analysis and decision to enter
into this Agreement.  Each Lender also acknowledges that it will,  independently
and  without  reliance  upon the  Agents or any other  Lender  and based on such
documents  and  information  as it shall  from  time to time  deem  appropriate,
continue to make its own decisions in taking or not taking action under or based
upon this  Agreement or any other Loan  Document,  any related  agreement or any
document furnished hereunder or thereunder.

                                   ARTICLE IX

                                  Miscellaneous

      SECTION  9.01.  Notices.  Notices and other  communications  provided  for
herein shall be in writing and shall be  delivered by hand or overnight  courier
service, mailed by certified or registered mail or sent by fax, as follows:

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                                                                              60


      (a) if to the Borrower,  to it at 433 Hackensack  Avenue,  Hackensack,  NJ
07601,   Attention  of  Daniel  R.  Luis,  Chief  Executive   Officer  (Fax  No.
201-996-1772),  with a copy (which shall not  constitute  notice) to  Lowenstein
Sandler PC, 65 Livingston Avenue,  Roseland,  New Jersey 07068-1791,  Attention:
Peter H. Ehrenberg (Fax No. 973-597-2400);

      (b) if to the  Administrative  Agent, to Clearlake  Capital Group, LP, 650
Madison Avenue, 23rd Floor, New York, NY 10022,  Attention:  Behdad Eghbali (Fax
No.  212-610-9121),  with a copy (which shall not constitute notice) to Milbank,
Tweed,  Hadley & McCloy LLP, 601 South Figueroa Street, 30th Floor, Los Angeles,
CA 90017, Attention: Melainie K. Mansfield (Fax No. 213-629-5063); and

      (c) if to a Lender,  to it at its  address  (or fax  number)  set forth on
Schedule 2.01 or in the Assignment and Acceptance  pursuant to which such Lender
shall have become a party hereto.

      All  notices  and  other  communications  given  to any  party  hereto  in
accordance  with the provisions of this  Agreement  shall be deemed to have been
given on the date of receipt if delivered by hand or overnight  courier  service
or sent by fax or on the date five Business Days after  dispatch by certified or
registered  mail if mailed,  in each case  delivered,  sent or mailed  (properly
addressed) to such party as provided in this Section 9.01 or in accordance  with
the latest  unrevoked  direction  from such party given in accordance  with this
Section 9.01. As agreed to among the Borrower,  the Administrative Agent and the
applicable Lenders from time to time, notices and other  communications may also
be  delivered  by  e-mail  to the  e-mail  address  of a  representative  of the
applicable person provided from time to time by such person.

      SECTION  9.02.   Survival  of  Agreement.   All   covenants,   agreements,
representations   and  warranties  made  by  the  Borrower  herein  and  in  the
certificates  or other  instruments  prepared or delivered in connection with or
pursuant to this  Agreement or any other Loan  Document  shall be  considered to
have been relied upon by the Lenders and shall survive the making by the Lenders
of the Loans,  regardless of any  investigation  made by the Lenders or on their
behalf,  and shall continue in full force and effect as long as the principal of
or any accrued interest on any Loan or any Make-Whole Amount or fee or any other
amount  payable under this  Agreement or any other Loan Document is  outstanding
and  unpaid  and so  long as the  Commitments  have  not  been  terminated.  The
provisions of Section 2.09,  2.10,  2.14 and 9.05 shall remain  operative and in
full  force  and  effect  regardless  of the  expiration  of the  term  of  this
Agreement,  the  consummation  of  the  transactions  contemplated  hereby,  the
repayment  of  any  of  the  Loans,   the  expiration  of  the   Commitments  or
unenforceability  of any term or provision  of this  Agreement or any other Loan
Document, or any investigation made by or on behalf of the Administrative Agent,
the Collateral Agent or any Lender.  The provisions of Section 9.16 shall remain
operative  and in full force and effect for a period of one year from the Stated
Maturity.

      SECTION 9.03.  Binding Effect.  This Agreement shall become effective when
it shall have been executed by the Borrower,  the Administrative  Agent and each
of the

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                                                                              61


Lenders  party  hereto as of the date hereof and when the  Administrative  Agent
shall have received  counterparts  hereof which,  when taken together,  bear the
signatures of each of the other parties hereto.

      SECTION 9.04.  Successors and Assigns.  (a) Whenever in this Agreement any
of the parties hereto is referred to, such reference  shall be deemed to include
the permitted successors and assigns of such party; and all covenants,  promises
and agreements by or on behalf of the Borrower,  the  Administrative  Agent, the
Collateral  Agent or the Lenders that are contained in this Agreement shall bind
and inure to the benefit of their respective successors and assigns.

      (b) Each  Lender may assign to one or more  assignees  all or a portion of
its interests,  rights and obligations under this Agreement  (including all or a
portion of its Commitment and the Loans at the time owing to it), with the prior
written consent of the Borrower and the Administrative  Agent (such consents not
to be unreasonably withheld or delayed); provided, however, that (i) the consent
of the Borrower shall not be required to any such assignment made (A) to another
Lender or an  Affiliate  or Related  Fund of a Lender,  (B)  during the  primary
syndication  of the Loans  and the  Commitments  to  persons  identified  to the
Borrower  prior to the Closing Date or (C) after the  occurrence  and during the
continuance  of any Event of  Default,  (ii) no Lender may assign any portion of
its Commitments and Loans of less than $500,000  (unless to another Lender or to
any Related Fund of such assigning  Lender) or which leaves the assigning Lender
with  Commitments  and Loans of less than  $500,000  after giving effect to such
assignment  and all  previous  assignments  (except that (A) a Lender may assign
Commitments  and Loans in an amount less than  $500,000 if it assigns its entire
Commitment  and Loans,  and (B)  Commitments  and Loans may be  assigned  in any
denomination from a Lender or group of Related Funds to any assignee or group of
Related Funds so long as the aggregate principal amount of Commitments and Loans
concurrently  transferred  shall be $500,000 or more,  (iii) the parties to each
such assignment shall manually execute and deliver to the  Administrative  Agent
an Assignment and Acceptance,  together with a processing and recordation fee of
$3,500  (provided  that  only  one  such fee  shall  be  payable  in the case of
concurrent assignments to persons that, after giving effect to such assignments,
will be  Related  Funds),  and (iv) the  assignee,  if it shall not be a Lender,
shall deliver to the  Administrative  Agent an Administrative  Questionnaire and
all applicable tax forms.  Upon  acceptance and recording  pursuant to paragraph
(e) of this Section 9.04,  from and after the effective  date  specified in each
Assignment and Acceptance,  (A) the assignee  thereunder shall be a party hereto
and, to the extent of the interest  assigned by such  Assignment and Acceptance,
have the rights and  obligations  of a Lender under this  Agreement  and (B) the
assigning  Lender  thereunder  shall, to the extent of the interest  assigned by
such  Assignment and  Acceptance,  be released from its  obligations  under this
Agreement (and, in the case of an Assignment and Acceptance  covering all or the
remaining  portion of an assigning  Lender's rights and  obligations  under this
Agreement, such Lender shall cease to be a party hereto but shall continue to be
entitled to the benefits of Section 2.09, 2.10, 2.14 and 9.05 and shall continue
to be bound by Section  9.16 for a period of one year from the date such  Lender
ceases to be a party hereto).

<PAGE>
                                                                              62


      (c)  By  executing  and  delivering  an  Assignment  and  Acceptance,  the
assigning  Lender  thereunder  and the  assignee  thereunder  shall be deemed to
confirm to and agree with each other and the other  parties  hereto as  follows:
(i) such assigning  Lender warrants that it is the legal and beneficial owner of
the interest being assigned thereby free and clear of any adverse claim and that
its Commitment,  and the outstanding balance of its Loans, without giving effect
to assignments thereof which have not become effective, are as set forth in such
Assignment and Acceptance; (ii) except as set forth in (i) above, such assigning
Lender makes no representation  or warranty and assumes no  responsibility  with
respect  to  any  statements,  warranties  or  representations  made  in  or  in
connection  with  this  Agreement,   or  the  execution,   legality,   validity,
enforceability,  genuineness,  sufficiency or value of this Agreement, any other
Loan Document or any other instrument or document  furnished pursuant hereto, or
the financial  condition of the Borrower or any Subsidiary or the performance or
observance  by the Borrower or any  Subsidiary of any of its  obligations  under
this  Agreement,  any other Loan  Document or any other  instrument  or document
furnished pursuant hereto;  (iii) such assignee  represents and warrants that it
is legally  authorized to enter into such Assignment and  Acceptance;  (iv) such
assignee  confirms that it has received a copy of this Agreement,  together with
copies of the most recent  financial  statements  referred to in Section 3.05 or
delivered  pursuant to Section 5.04 and such other  documents and information as
it has deemed  appropriate to make its own credit analysis and decision to enter
into such Assignment and Acceptance;  (v) such assignee will  independently  and
without  reliance upon the  Administrative  Agent,  the Collateral  Agent,  such
assigning Lender or any other Lender and based on such documents and information
as it shall  deem  appropriate  at the  time,  continue  to make its own  credit
decisions  in  taking or not  taking  action  under  this  Agreement;  (vi) such
assignee  appoints and  authorizes the  Administrative  Agent and the Collateral
Agent to take such  action as agent on its behalf and to  exercise  such  powers
under  this  Agreement  as are  delegated  to the  Administrative  Agent and the
Collateral Agent,  respectively,  by the terms hereof, together with such powers
as are reasonably  incidental  thereto;  and (vii) such assignee  agrees that it
will perform in  accordance  with their terms all the  obligations  which by the
terms of this Agreement are required to be performed by it as a Lender.

      (d) The Borrower  shall  maintain at its  principal  executive  offices in
Hackensack,  New Jersey a copy of each Assignment and Acceptance delivered to it
and a register for the  recordation  of the names and  addresses of the Lenders,
and the Commitment  of, and principal  amount of the Loans owing to, each Lender
pursuant to the terms hereof from time to time (the  "Register").  The Borrower,
the  Administrative  Agent,  the Collateral Agent and the Lenders may treat each
person whose name is recorded in the Register  pursuant to the terms hereof as a
Lender hereunder for all purposes of this Agreement,  notwithstanding  notice to
the  contrary.   The  Register   shall  be  available  for   inspection  by  the
Administrative  Agent,  the Collateral  Agent and any Lender,  at any reasonable
time and from time to time upon reasonable prior notice.

      (e) Upon its receipt of, and consent to, a duly  completed  Assignment and
Acceptance  executed by an assigning Lender and an assignee,  an  Administrative
Questionnaire  completed in respect of the assignee  (unless the assignee  shall
already be a Lender  hereunder),  the processing and recordation fee referred to
in  paragraph  (b)  above,

<PAGE>
                                                                              63


if  applicable,  and the  written  consent of the  Administrative  Agent and, if
required,  the Borrower to such  assignment and any  applicable  tax forms,  the
Administrative  Agent shall (i) accept such  Assignment  and Acceptance and (ii)
notify the Borrower of such  acceptance.  The Borrower shall promptly record the
information  contained therein in the Register. No assignment shall be effective
unless it has been recorded in the Register as provided in this paragraph (e).

      (f)  Each  Lender  may  without  the  consent  of  the   Borrower  or  the
Administrative  Agent sell  participations to one or more banks or other persons
in  all  or a  portion  of its  rights  and  obligations  under  this  Agreement
(including  all or a  portion  of its  Commitment  and the  Loans  owing to it);
provided, however, that (i) such Lender's obligations under this Agreement shall
remain unchanged,  (ii) such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations,  (iii) the participating
banks or other persons  shall be entitled to the benefit of the cost  protection
provisions  contained  in  Sections  2.09 and 2.14 to the same extent as if they
were Lenders (but,  with respect to any  particular  participant,  to no greater
extent than the Lender that sold the participation to such participant) and (iv)
the Borrower,  the  Administrative  Agent and the Lenders shall continue to deal
solely and directly with such Lender in connection with such Lender's rights and
obligations under this Agreement, and such Lender shall retain the sole right to
enforce the obligations of the Borrower relating to the Loans and to approve any
amendment, modification or waiver of any provision of this Agreement (other than
amendments,  modifications  or  waivers  decreasing  any  fees  payable  to such
participating bank or person hereunder or the amount of principal of or the rate
at which  interest is payable on the Loans in which such  participating  bank or
person has an interest,  extending any scheduled  principal payment date or date
fixed for the payment of interest on the Loans in which such  participating bank
or person has an interest,  or increasing or extending the  Commitments in which
such participating bank or person has an interest.

      (g) Any Lender or  participant  may, in connection  with any assignment or
participation or proposed  assignment or participation  pursuant to this Section
9.04,   disclose  to  the  assignee  or  participant  or  proposed  assignee  or
participant any information relating to the Borrower furnished to such Lender by
or on behalf of the Borrower;  provided  that,  prior to any such  disclosure of
information  designated by the Borrower as  confidential,  each such assignee or
participant  or proposed  assignee or  participant  shall  execute an  agreement
whereby  such  assignee  or  participant   shall  agree  (subject  to  customary
exceptions) to preserve the confidentiality of such confidential  information on
terms no less  restrictive  than those  applicable  to the  Lenders  pursuant to
Section 9.16.

      (h) Any  Lender may at any time  assign  all or any  portion of its rights
under this Agreement to secure extensions of credit to such Lender or in support
of  obligations  owed by such Lender;  provided  that no such  assignment  shall
release a Lender from any of its  obligations  hereunder or substitute  any such
assignee for such Lender as a party hereto.

      (i) Notwithstanding  anything to the contrary contained herein, any Lender
(a "Granting Lender") may grant to a special purpose funding vehicle (an "SPC"),

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                                                                              64


identified  as such in writing from time to time by the  Granting  Lender to the
Administrative Agent and the Borrower, the option to provide to the Borrower all
or any part of any Loan that such Granting  Lender would  otherwise be obligated
to make to the Borrower  pursuant to this  Agreement;  provided that (i) nothing
herein shall  constitute a commitment by any SPC to make any Loan and (ii) if an
SPC elects not to exercise such option or otherwise  fails to provide all or any
part of such Loan,  the  Granting  Lender  shall be  obligated to make such Loan
pursuant to the terms  hereof.  The making of a Loan by an SPC  hereunder  shall
utilize the  Commitment  of the Granting  Lender to the same extent,  and as if,
such Loan were made by such  Granting  Lender.  Each party hereto  hereby agrees
that no SPC shall be liable  for any  indemnity  or similar  payment  obligation
under this  Agreement  (all  liability  for which shall remain with the Granting
Lender). In furtherance of the foregoing, each party hereto hereby agrees (which
agreement shall survive the termination of this  Agreement)  that,  prior to the
date that is one year and one day after the  payment in full of all  outstanding
commercial paper or other senior  indebtedness of any SPC, it will not institute
against,  or  join  any  other  person  in  instituting  against,  such  SPC any
bankruptcy,  reorganization,  arrangement, insolvency or liquidation proceedings
under  the  laws  of the  United  States  or any  State  thereof.  In  addition,
notwithstanding anything to the contrary contained in this Section 9.04, any SPC
may (i) with notice to, but without the prior  written  consent of, the Borrower
and the  Administrative  Agent and without  paying any  processing fee therefor,
assign all or a portion of its interests in the Loans to the Granting  Lender or
to any financial  institutions  (consented to by the Borrower and Administrative
Agent)  providing  liquidity and/or credit support to or for the account of such
SPC to  support  the  funding or  maintenance  of Loans and (ii)  disclose  on a
confidential  basis  any  non-public  information  relating  to its Loans to any
rating agency,  commercial paper dealer or provider of any surety,  guarantee or
credit or liquidity enhancement to such SPC.

      (j) The Borrower  shall not assign or delegate any of its rights or duties
hereunder without the prior written consent of the Administrative Agent and each
Lender,  and any  attempted  assignment  without such consent  shall be null and
void.

      SECTION  9.05.  Expenses;  Indemnity.  (a) The Borrower  agrees to pay all
out-of-pocket  expenses incurred by the Administrative  Agent and the Collateral
Agent in  connection  with the  syndication  of the  Credit  Facilities  and the
preparation and administration of this Agreement and the other Loan Documents or
in connection  with any amendments,  modifications  or waivers of the provisions
hereof  or  thereof  (whether  or  not  the   transactions   hereby  or  thereby
contemplated shall be consummated) or incurred by the Administrative  Agent, the
Collateral  Agent  or the  Lenders  signatory  hereto  in  connection  with  the
enforcement  or protection of its rights in connection  with this  Agreement and
the  other  Loan  Documents  or in  connection  with the Loans  made  hereunder,
including the reasonable  fees,  charges and  disbursements  of Milbank,  Tweed,
Hadley & McCloy LLP,  counsel for the  Administrative  Agent and the  Collateral
Agent,  and, in connection  with any such  enforcement or protection,  the fees,
charges and disbursements of any other counsel for the Administrative Agent, the
Collateral Agent or the Lenders signatory hereto. Notwithstanding the foregoing,
the  out-of-pocket  expenses  incurred  by  the  Administrative  Agent  and  the
Collateral Agent in connection with the syndication of the Credit Facilities and
the  preparation  and  administration  of  this

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                                                                              65


Agreement  and the other  Loan  Documents  shall be  limited as set forth in the
Expense Reimbursement Letter.

      (b) The  Borrower  agrees  to  indemnify  the  Administrative  Agent,  the
Collateral  Agent,  each Lender and each Related  Party of any of the  foregoing
persons  (each such person being called an  "Indemnitee")  against,  and to hold
each Indemnitee harmless from, any and all losses, claims, damages,  liabilities
and  related  expenses,   including   reasonable   counsel  fees,   charges  and
disbursements, incurred by or asserted against any Indemnitee arising out of, in
any way connected  with, or as a result of (i) the execution or delivery of this
Agreement or any other Loan Document or any agreement or instrument contemplated
thereby, the performance by the parties thereto of their respective  obligations
thereunder or the consummation of the  Transactions  and the other  transactions
contemplated thereby (including the syndication of the Credit Facilities),  (ii)
the use of the proceeds of the Loans, (iii) any claim, litigation, investigation
or proceeding relating to any of the foregoing, whether or not any Indemnitee is
a party  thereto (and  regardless of whether such matter is initiated by a third
party or by the  Borrower,  any  other  Loan  Party  or any of their  respective
Affiliates),  or (iv) any actual or  alleged  presence  or Release of  Hazardous
Materials  on any  property  currently  or  formerly  owned or  operated  by the
Borrower or any of the Subsidiaries,  or any Environmental  Liability related in
any way to the Borrower or the Subsidiaries;  provided that such indemnity shall
not, as to any Indemnitee,  be available to the extent that such losses, claims,
damages,  liabilities or related expenses are determined by a court of competent
jurisdiction by final and nonappealable judgment to have resulted from the gross
negligence or willful misconduct of such Indemnitee.

      (c) To the extent that the Borrower fails to pay any amount required to be
paid by them to the Administrative Agent or the Collateral Agent under paragraph
(a)  or  (b)  of  this  Section,  each  Lender  severally  agrees  to pay to the
Administrative  Agent or the Collateral Agent, as the case may be, such Lender's
pro rata  share  (determined  as of the time  that the  applicable  unreimbursed
expense or indemnity payment is sought) of such unpaid amount; provided that the
unreimbursed  expense or indemnified loss, claim,  damage,  liability or related
expense,  as  the  case  may  be,  was  incurred  by  or  asserted  against  the
Administrative  Agent or the  Collateral  Agent  in its  capacity  as such.  For
purposes  hereof, a Lender's "pro rata share" shall be determined based upon its
share of the sum of the outstanding Loans and unused Commitments at the time.

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

      (e) The provisions of this Section 9.05 shall remain operative and in full
force and effect regardless of the expiration of the term of this Agreement, the
consummation of the transactions  contemplated  hereby,  the repayment of any of
the Loans, the expiration of the Commitments, the invalidity or unenforceability
of any term or

<PAGE>
                                                                              66


provision of this  Agreement or any other Loan  Document,  or any  investigation
made by or on behalf of the  Administrative  Agent,  the Collateral Agent or any
Lender.  All  amounts  due under this  Section  9.05 shall be payable on written
demand therefor.

      SECTION 9.06. Right of Setoff.  If an Event of Default shall have occurred
and be continuing, each Lender is hereby authorized at any time and from time to
time,  except to the extent  prohibited by law, to set off and apply any and all
deposits (general or special, time or demand,  provisional or final) at any time
held and  other  indebtedness  at any time  owing by such  Lender  to or for the
credit or the account of the Borrower  against any of and all the obligations of
the Borrower  now or  hereafter  existing  under this  Agreement  and other Loan
Documents held by such Lender,  irrespective of whether or not such Lender shall
have made any demand  under this  Agreement  or such  other  Loan  Document  and
although such obligations may be unmatured. The rights of each Lender under this
Section  9.06 are in  addition to other  rights and  remedies  (including  other
rights of setoff) which such Lender may have.

      SECTION 9.07.  Applicable Law. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
(OTHER THAN AS EXPRESSLY SET FORTH IN OTHER LOAN  DOCUMENTS)  SHALL BE CONSTRUED
IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

      SECTION  9.08.  Waivers;   Amendment.  (a) No  failure  or  delay  of  the
Administrative Agent, the Collateral Agent or any Lender in exercising any power
or right  hereunder or under any other Loan  Document  shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right or power, or
any  abandonment  or  discontinuance  of steps to enforce such a right or power,
preclude  any other or further  exercise  thereof or the  exercise  of any other
right or power.  The  rights  and  remedies  of the  Administrative  Agent,  the
Collateral  Agent and the Lenders  hereunder and under the other Loan  Documents
are  cumulative  and are not exclusive of any rights or remedies that they would
otherwise  have. No waiver of any provision of this  Agreement or any other Loan
Document  or consent to any  departure  by the  Borrower or any other Loan Party
therefrom shall in any event be effective  unless the same shall be permitted by
paragraph (b) below,  and then such waiver or consent shall be effective only in
the specific  instance and for the purpose for which given.  No notice or demand
on the  Borrower in any case shall  entitle the Borrower to any other or further
notice or demand in similar or other circumstances.

      (b) Neither this Agreement nor any provision hereof may be waived, amended
or modified  except  pursuant to an agreement or agreements  in writing  entered
into by the  Borrower  and the  Required  Lenders (or the  Administrative  Agent
acting at the written  direction of the Required  Lenders);  provided,  however,
that no such agreement shall (i) decrease the principal amount of, or extend the
maturity of or any scheduled  principal  payment date or date for the payment of
any  interest  on any Loan,  or waive or  excuse  any such  payment  or any part
thereof, or decrease the rate of interest on any Loan, without the prior written
consent of each  Lender  directly  adversely  affected  thereby  (other than any
waiver of any increase in the interest rate  applicable to the Loans as a result
of the occurrence of a Default or an Event of Default),  (ii) increase or extend
the

<PAGE>
                                                                              67


Commitment  or decrease or extend the date for payment of any fees of any Lender
without the prior written consent of such Lender,  (iii) amend or modify the pro
rata  requirements  of Section 2.11,  the  provisions of Section  9.04(j) or the
provisions of this Section or release any  Subsidiary  Guarantor  (other than in
connection with the sale of such Subsidiary Guarantor in a transaction permitted
by Section  6.05) or all or  substantially  all of the  Collateral,  without the
prior written consent of each Lender, (iv) modify the protections afforded to an
SPC pursuant to the provisions of Section 9.04(i) without the written consent of
such SPC or (vi) reduce the  percentage  contained in the definition of the term
"Required  Lenders"  without the prior written  consent of each Lender (it being
understood that with the consent of the Required Lenders,  additional extensions
of credit pursuant to this Agreement may be included in the determination of the
Required Lenders on substantially  the same basis as the Commitments on the date
hereof);  provided  further  that no  such  agreement  shall  amend,  modify  or
otherwise  affect  the  rights  or  duties  of the  Administrative  Agent or the
Collateral  Agent  hereunder or under any other Loan Document  without the prior
written consent of the Administrative Agent or the Collateral Agent.

      SECTION 9.09. Interest Rate Limitation. Notwithstanding anything herein to
the contrary,  if at any time the interest rate applicable to any Loan, together
with all fees,  charges and other  amounts which are treated as interest on such
Loan under applicable law (collectively the "Charges"), shall exceed the maximum
lawful rate (the "Maximum  Rate") which may be contracted for,  charged,  taken,
received  or  reserved  by the  Lender  holding  such  Loan in  accordance  with
applicable law, the rate of interest  payable in respect of such Loan hereunder,
together with all Charges  payable in respect  thereof,  shall be limited to the
Maximum Rate and, to the extent lawful, the interest and Charges that would have
been  payable in  respect  of such Loan but were not  payable as a result of the
operation of this  Section 9.09 shall be cumulated  and the interest and Charges
payable to such Lender in respect of other periods  shall be increased  (but not
above the Maximum Rate  therefor)  until such  cumulated  amount,  together with
interest  thereon at the Federal Funds  Effective Rate to the date of repayment,
shall have been received by such Lender.

      SECTION 9.10. Entire Agreement.  This Agreement, the Expense Reimbursement
Letter and the other Loan Documents  constitute the entire contract  between the
parties  relative to the subject  matter hereof.  Any other  previous  agreement
among the parties with respect to the subject  matter  hereof is  superseded  by
this Agreement and the other Loan Documents. Nothing in this Agreement or in the
other Loan  Documents,  expressed  or  implied,  is  intended to confer upon any
person (other than the parties hereto and thereto,  their respective  successors
and  assigns  permitted  hereunder  and,  to the extent  expressly  contemplated
hereby, the Related Parties of each of the Administrative  Agent, the Collateral
Agent and the Lenders) any rights, remedies, obligations or liabilities under or
by reason of this Agreement or the other Loan Documents.

      SECTION 9.11.  WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES,  TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY IN RESPECT OF ANY  LITIGATION  DIRECTLY  OR  INDIRECTLY  ARISING OUT OF,
UNDER OR IN

<PAGE>
                                                                              68


CONNECTION  WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN  DOCUMENTS.  EACH PARTY
HERETO (A)  CERTIFIES  THAT NO  REPRESENTATIVE,  AGENT OR  ATTORNEY OF ANY OTHER
PARTY HAS REPRESENTED,  EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT,
IN THE  EVENT OF  LITIGATION,  SEEK TO  ENFORCE  THE  FOREGOING  WAIVER  AND (B)
ACKNOWLEDGES  THAT IT AND THE OTHER  PARTIES  HERETO HAVE BEEN  INDUCED TO ENTER
INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.11.

      SECTION 9.12. Severability. In the event any one or more of the provisions
contained  in this  Agreement  or in any  other  Loan  Document  should  be held
invalid,  illegal or  unenforceable in any respect,  the validity,  legality and
enforceability  of the remaining  provisions  contained herein and therein shall
not in any way be  affected or impaired  thereby (it being  understood  that the
invalidity of a particular  provision in a particular  jurisdiction shall not in
and of itself affect the validity of such provision in any other  jurisdiction).
The parties shall  endeavor in good-faith  negotiations  to replace the invalid,
illegal or unenforceable provisions with valid provisions the economic effect of
which  comes  as  close  as  possible  to  that  of  the  invalid,   illegal  or
unenforceable provisions.

      SECTION 9.13. Counterparts. This Agreement may be executed in counterparts
(and by different parties hereto on different counterparts), each of which shall
constitute an original but all of which when taken together  shall  constitute a
single  contract,  and shall  become  effective  as  provided  in Section  9.03.
Delivery  of  an  executed   signature  page  to  this  Agreement  by  facsimile
transmission  shall be as effective as delivery of a manually signed counterpart
of this Agreement.

      SECTION  9.14.  Headings.  Article and Section  headings  and the Table of
Contents used herein are for convenience of reference only, are not part of this
Agreement  and are not to  affect  the  construction  of,  or to be  taken  into
consideration in interpreting, this Agreement.

      SECTION  9.15.  Jurisdiction;  Consent  to  Service  of  Process.  (a) The
Borrower hereby  irrevocably  and  unconditionally  submits,  for itself and its
property,  to the exclusive  jurisdiction of any New York State court or Federal
court  of the  United  States  of  America  sitting  in New York  City,  and any
appellate court from any thereof,  in any action or proceeding arising out of or
relating to this Agreement or the other Loan  Documents,  or for  recognition or
enforcement of any judgment,  and each of the parties hereto hereby  irrevocably
and  unconditionally  agrees  that all claims in  respect of any such  action or
proceeding  may be heard and determined in such New York State or, to the extent
permitted by law, in such Federal court.  Each of the parties hereto agrees that
a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other  jurisdictions  by suit on the judgment or in any other manner
provided  by law.  Nothing  in this  Agreement  shall  affect any right that the
Administrative  Agent,  the Collateral Agent or any Lender may otherwise have to
bring any action or  proceeding

<PAGE>
                                                                              69


relating to this Agreement or the other Loan Documents against the Borrower,  or
their respective properties in the courts of any jurisdiction.

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

      (c) Each  party to this  Agreement  irrevocably  consents  to  service  of
process in the manner  provided  for  notices in Section  9.01.  Nothing in this
Agreement  will affect the right of any party to this Agreement to serve process
in any other manner permitted by law.

      SECTION  9.16.  Confidentiality.  Each of the  Administrative  Agent,  the
Collateral Agent and the Lenders agrees to maintain the  confidentiality  of the
Information (as defined below),  except that Information may be disclosed (a) to
its and its Affiliates'  officers,  directors,  employees and agents,  including
accountants,  legal  counsel and other  advisors (it being  understood  that the
persons to whom such  disclosure  is made will be informed  of the  confidential
nature  of  such   Information   and   instructed   to  keep  such   Information
confidential),  (b) to the  extent  requested  by any  regulatory  authority  or
quasi-regulatory  authority  (such  as the  National  Association  of  Insurance
Commissioners),  (c) to the extent required by applicable laws or regulations or
by any subpoena or similar legal process, (d) in connection with the exercise of
any remedies  hereunder or under the other Loan Documents or any suit, action or
proceeding  relating to the  enforcement of its rights  hereunder or thereunder,
(e) subject to an  agreement  containing  provisions  substantially  the same as
those of this  Section  9.16,  to (i) any actual or  prospective  assignee of or
participant  in any of its rights or  obligations  under this  Agreement and the
other Loan  Documents  or (ii) any actual or  prospective  counterparty  (or its
advisors) to any swap or derivative  transaction relating to the Borrower or any
Subsidiary or any of their respective obligations,  (f) with the written consent
of the Borrower or (g) to the extent such Information becomes publicly available
other than as a result of a breach of this  Section  9.16.  For the  purposes of
this  Section,  "Information"  shall  mean  all  information  received  from the
Borrower or any  Subsidiary  and related to the  Borrower or any  Subsidiary  or
their  business,  other  than any such  information  that was  available  to the
Administrative  Agent, the Collateral  Agent or any Lender on a  nonconfidential
basis prior to its disclosure by the Borrower or any Subsidiary;  provided that,
in the case of Information  received from the Borrower or any  Subsidiary  after
the date hereof,  such information is clearly identified at the time of delivery
as  confidential.  Any  person  required  to  maintain  the  confidentiality  of
Information  as  provided  in this  Section  9.16  shall be  considered  to have
complied  with its  obligation  to do so if such person has  exercised  the same
degree of care to  maintain  the  confidentiality  of such  Information  as such
person would accord its own confidential information.

<PAGE>
                                                                              70


      SECTION 9.17. USA PATRIOT Act Notice.  Each Lender and the  Administrative
Agent (for itself and not on behalf of any Lender) hereby  notifies the Borrower
and the  Subsidiary  Guarantors  that  pursuant to the  requirements  of the USA
PATRIOT  Act,  it is  required  to obtain,  verify and record  information  that
identifies  the  Borrower  and  the  Subsidiary  Guarantors,  which  information
includes the name and address of the Borrower and the Subsidiary  Guarantors and
other  information that will allow such Lender or the  Administrative  Agent, as
applicable, to identify the Borrower and the Subsidiary Guarantors in accordance
with the USA PATRIOT Act.

<PAGE>
                                                                              71


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

                              GOAMERICA, INC., as the Borrower

                                 By /s/ Daniel R. Luis
                                    --------------------------------------------
                                    Name: Daniel R. Luis
                                    Title: Chief Executive Officer

                              CLEARLAKE CAPITAL GROUP, LP, as Administrative
                              Agent and Collateral Agent

                              By: CCG Operations, LLC
                              Its: General Partner

                                 By /s/ Behdad Eghbali
                                    --------------------------------------------
                                    Name: Behdad Eghbali
                                    Title: Manager

                              CCP A, L.P., as a Lender

                              By: Clearlake Capital Partners, LLC
                              Its: General Partner

                              By: CCG Operations, LLC
                              Its: Managing Member

                                    /s/ Behdad Eghbali
                                    --------------------------------------------
                                    Name: Behdad Eghbali
                                    Title: Manager

                      [Signature Page to Credit Agreement]