<PAGE>
EXHIBIT 4.6

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

                                CREDIT AGREEMENT

                            Dated as of June 28, 2002

                                      among

                          ABM INDUSTRIES INCORPORATED,

                         U.S. BANK NATIONAL ASSOCIATION,
                             as Documentation Agent,

                          KEYBANK NATIONAL ASSOCIATION,
                              as Syndication Agent,

                             BANK OF AMERICA, N.A.,
                   as Administrative Agent, Swing Line Lender
                                       and
                                   L/C Issuer,

                                       and

                         The Other Lenders Party Hereto

                         BANC OF AMERICA SECURITIES LLC,
                    Sole Lead Arranger and Sole Book Manager

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
Section                                                                                               Page
-------                                                                                               ----
<S>           <C>                                                                                     <C>
ARTICLE I        DEFINITIONS AND ACCOUNTING TERMS ..................................................    1

     1.1      Defined Terms ........................................................................    1

     1.2      Other Interpretive Provisions ........................................................   18

     1.3      Accounting Terms .....................................................................   19

     1.4      Rounding .............................................................................   19

     1.5      References to Agreements and Laws ....................................................   19

     1.6      Times of Day .........................................................................   19

     1.7      Letter of Credit Amounts .............................................................   20

ARTICLE II       THE COMMITMENTS AND CREDIT EXTENSIONS .............................................   20

     2.1      Revolving Loans ......................................................................   20

     2.2      Procedure for Borrowing, Conversion and Continuation of Revolving Loans ..............   20

     2.3      Letters of Credit ....................................................................   21

     2.4      Swing Line Loans .....................................................................   29

     2.5      Prepayments ..........................................................................   32

     2.6      Termination or Reduction of Commitments ..............................................   32

     2.7      Repayment of Loans ...................................................................   33

     2.8      Interest .............................................................................   33

     2.9      Fees .................................................................................   33

     2.10     Computation of Interest and Fees .....................................................   34

     2.11     Evidence of Debt .....................................................................   34

     2.12     Payments Generally ...................................................................   35

     2.13     Sharing of Payments ..................................................................   36

ARTICLE III      TAXES, YIELD PROTECTION AND ILLEGALITY ............................................   37

     3.1      Taxes ................................................................................   37

     3.2      Illegality ...........................................................................   38

     3.3      Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans   38

     3.4      Funding Losses .......................................................................   39

     3.5      Inability to Determine Rates .........................................................   40

     3.6      Matters Applicable to all Requests for Compensation ..................................   40
</TABLE>

<PAGE>

<TABLE>
<S>           <C>                                                                                      <C>
     3.7      Survival .............................................................................   40

ARTICLE IV       CONDITIONS PRECEDENT TO CREDIT EXTENSIONS .........................................   40

     4.1      Conditions of Initial Credit Extension ...............................................   40

     4.2      Conditions to all Credit Extensions ..................................................   41

ARTICLE V        REPRESENTATIONS AND WARRANTIES ....................................................   42

     5.1      Existence, Qualification and Power; Compliance with Laws .............................   42

     5.2      Authorization; No Contravention ......................................................   42

     5.3      Third Party Authorization; Other Consents ............................................   42

     5.4      Binding Effect .......................................................................   43

     5.5      Litigation ...........................................................................   43

     5.6      No Default ...........................................................................   43

     5.7      ERISA Compliance .....................................................................   43

     5.8      Ownership of Property; Liens .........................................................   44

     5.9      Taxes ................................................................................   44

     5.10     Financial Statements; No Material Adverse Effect .....................................   44

     5.11     Environmental Compliance .............................................................   45

     5.12     Insurance ............................................................................   45

     5.13     Subsidiaries .........................................................................   45

     5.14     Margin Regulations; Investment Company Act; Public Utility Holding Company Act .......   45

     5.15     Full Disclosure ......................................................................   45

     5.16     Compliance with Laws .................................................................   46

     5.17     Intellectual Property; Licenses, Etc .................................................   46

ARTICLE VI       AFFIRMATIVE COVENANTS .............................................................   46

     6.1      Financial Statements .................................................................   46

     6.2      Certificates; Other Information ......................................................   47

     6.3      Notices ..............................................................................   48

     6.4      Payment of Obligations ...............................................................   48

     6.5      Preservation of Existence, Etc .......................................................   49

     6.6      Maintenance of Properties ............................................................   49

     6.7      Maintenance of Insurance .............................................................   49

     6.8      Compliance with Laws .................................................................   49

     6.9      Books and Records ....................................................................   49
</TABLE>

<PAGE>

<TABLE>
<S>           <C>                                                                                      <C>
     6.10     Inspection Rights ....................................................................   49

     6.11     Use of Proceeds ......................................................................   50

     6.12     Further Assurances ...................................................................   50

ARTICLE VII      NEGATIVE COVENANTS ................................................................   50

     7.1      Liens ................................................................................   50

     7.2      Dispositions .........................................................................   51

     7.3      Fundamental Changes ..................................................................   52

     7.4      Investments ..........................................................................   52

     7.5      Indebtedness .........................................................................   53

     7.6      Use of Proceeds ......................................................................   53

     7.7      Restricted Payments ..................................................................   53

     7.8      Change in Nature of Business .........................................................   54

     7.9      Transactions with Affiliates .........................................................   54

     7.10     Subsidiary Dividends .................................................................   54

     7.11     Financial Covenants ..................................................................   54

ARTICLE VIII     EVENTS OF DEFAULT AND REMEDIES ....................................................   55

     8.1      Events of Default ....................................................................   55

     8.2      Remedies Upon Event of Default .......................................................   57

ARTICLE IX       ADMINISTRATIVE AGENT ..............................................................   58

     9.1      Appointment and Authorization of Administrative Agent ................................   58

     9.2      Delegation of Duties .................................................................   58

     9.3      Liability of Administrative Agent ....................................................   58

     9.4      Reliance by Administrative Agent .....................................................   59

     9.5      Notice of Default ....................................................................   59

     9.6      Credit Decision; Disclosure of Information by Administrative Agent ...................   60

     9.7      Indemnification of Administrative Agent ..............................................   60

     9.8      Administrative Agent in its Individual Capacity ......................................   61

     9.9      Successor Administrative Agent .......................................................   61

     9.10     Administrative Agent May File Proofs of Claim ........................................   62

     9.11     Guaranty Matters .....................................................................   62

     9.12     Other Agents .........................................................................   63

ARTICLE X        MISCELLANEOUS .....................................................................   63

     10.1     Amendments, Etc ......................................................................   63
</TABLE>

<PAGE>

<TABLE>
<S>           <C>                                                                                      <C>
     10.2     Notices and Other Communications; Facsimile Copies ...................................   64

     10.3     No Waiver; Cumulative Remedies .......................................................   65

     10.4     Attorney Costs, Expenses and Taxes ...................................................   65

     10.5     Indemnification by the Company .......................................................   66

     10.6     Payments Set Aside ...................................................................   67

     10.7     Successors and Assigns ...............................................................   67

     10.8     Confidentiality ......................................................................   71

     10.9     Set-off ..............................................................................   71

     10.10    Interest Rate Limitation .............................................................   72

     10.11    Integration ..........................................................................   72

     10.12    Survival of Representations and Warranties ...........................................   72

     10.13    Tax Forms ............................................................................   72

     10.14    Counterparts .........................................................................   74

     10.15    Severability .........................................................................   74

     10.16    Automatic Debits of Fees .............................................................   74

     10.17    Governing Law ........................................................................   75

     10.18    Waiver of Right to Trial by Jury .....................................................   75

     SIGNATURES ....................................................................................  S-1
</TABLE>

<PAGE>

SCHEDULES

<TABLE>
<S>      <C>
1        Existing Letters of Credit
2.1      Commitments and Pro Rata Shares
5.10     Material Indebtedness and Other Liabilities
5.11     Environmental Matters
5.13     Subsidiaries and Other Equity Investments
7.1      Existing Liens
7.4      Existing Investments
7.5      Existing Indebtedness
10.2     Eurodollar and Domestic Lending Offices, Addresses for Notices
</TABLE>

EXHIBITS

<TABLE>
<S>      <C>
FORM OF
A        Revolving Loan Notice
B        Swing Line Loan Notice
C        Note
D        Compliance Certificate
E        Assignment and Assumption
F        Guaranty
G        Opinion of Orrick, Herrington & Sutcliffe LLP
H        Opinion of Harry H. Kahn
</TABLE>

<PAGE>

                                CREDIT AGREEMENT

         This CREDIT AGREEMENT (the "Agreement") dated as of June 28, 2002 is
among ABM INDUSTRIES INCORPORATED, a Delaware corporation (the "Company"), each
lender from time to time party hereto (collectively, the "Lenders" and
individually, each a "Lender"), and BANK OF AMERICA, N.A., as Administrative
Agent, Swing Line Lender and L/C Issuer.

         The Company has requested that the Lenders provide a revolving credit
facility, and the Lenders are willing to do so on the terms and conditions set
forth herein.

         In consideration of the mutual agreements contained herein the parties
hereto agree as follows:

                                   ARTICLE I
                        DEFINITIONS AND ACCOUNTING TERMS

         1.1      DEFINED TERMS. As used in this Agreement, the following terms
have the respective meanings set forth below:

         "Acquisition" means any transaction or series of related transactions
for the purpose of or resulting, directly or indirectly, in (a) the acquisition
of all or substantially all of the assets of a Person, or of any business or
division of a Person, (b) the acquisition of in excess of 50% of the capital
stock, partnership interests, membership interests or equity of any Person or
otherwise causing any Person to become a Subsidiary or (c) a merger or
consolidation or any other combination with another Person (other than a Person
that is a Subsidiary); provided that the Company or a Subsidiary is the
surviving entity.

         "Adjusted Consolidated EBITDA" means, for any period, Consolidated
EBITDA for such period; provided that in calculating Adjusted Consolidated
EBITDA,

                  (a)      if the Company or any Subsidiary makes a Permitted
Acquisition during such period for aggregate consideration in excess of
$10,000,000, the EBITDA of the Person or assets acquired (and, solely for the
purpose of determining pro forma compliance with financial covenants pursuant to
Section 7.11, any Person or assets to be acquired) shall be included on a pro
forma basis for such period (assuming the consummation of such Acquisition and
the incurrence or assumption of any Indebtedness in connection therewith
occurred on the first day of such period, but adjusted to add back certain
non-recurring expenses to the extent disclosed to and reasonably approved by the
Required Lenders) based upon (i) to the extent available, (x) the audited
consolidated financial statements of such acquired Person (or with respect to
such acquired assets) as at the end of the fiscal year of such Person (or of the
seller of such assets) preceding such Acquisition and (y) any subsequent
unaudited financial statements for such Person (or with respect to such acquired
assets) for the period prior to such Acquisition so long as such statements were
prepared on a basis consistent with the audited financial statements referred to
above or (ii) to the extent the items listed in clause (i) are not available,
such historical financial statements and other information as is disclosed to,
and reasonably approved by, the Required Lenders; and

<PAGE>

                  (b)      if the Company or any Subsidiary makes a Disposition
(or a series of related Dispositions) during such period for aggregate
consideration in excess of $10,000,000, the EBITDA of any Person (or division or
similar business unit) disposed of by the Company or any Subsidiary during such
period shall be excluded on a pro forma basis for such period (assuming the
consummation of such Disposition occurred on the first day of such period).

         "Adjusted Consolidated EBITDAR" means, for any period, the sum of (a)
Adjusted Consolidated EBITDA for such period plus (b) rental expense for such
period.

         "Administrative Agent" means Bank of America in its capacity as
administrative agent under any of the Loan Documents, or any successor
administrative agent.

         "Administrative Agent's Office" means the Administrative Agent's
address and, as appropriate, account as set forth on Schedule 10.2, or such
other address or account as the Administrative Agent may from time to time
notify the Company and the Lenders.

         "Administrative Questionnaire" means an Administrative Questionnaire in
a form supplied by the Administrative Agent.

         "Affiliate" means, with respect to any 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. "Control"
means 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
ability to exercise voting power, by contract or otherwise. "Controlling" and
"Controlled" have meanings correlative thereto.

         "Agent-Related Persons" means the Administrative Agent together with
its Affiliates (including, in the case of Bank of America in its capacity as the
Administrative Agent, the Arranger), and the officers, directors, employees,
agents and attorneys-in-fact of such Persons and Affiliates.

         "Aggregate Commitments" means the Commitments of all the Lenders. The
Aggregate Commitments on the date hereof are $150,000,000.

         "Agreement" has the meaning specified in the introductory paragraph
hereto.

                                       2

<PAGE>

         "Applicable Rate" means, from time to time, the following percentages
per annum, based upon the Leverage Ratio as set forth below:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
                                        APPLICABLE RATE
--------------------------------------------------------------------------------------------------
                                                                         EURODOLLAR
                                                                           RATE +
   PRICING                                                COMMITMENT     LETTERS OF     BASE RATE
    LEVEL                  LEVERAGE RATIO                    FEE           CREDIT           +
--------------   -------------------------------------   ------------   ------------   -----------
<S>              <C>                                     <C>            <C>            <C>
      1          greater than equal to 1.75 to 1.0          0.250%         1.250%         0.250%
--------------   -------------------------------------   ------------   ------------   -----------
      2          greater than equal to 1.25 to 1.0 but      0.200%         1.000%         0.000%
                       less than 1.75 to 1.0
--------------   -------------------------------------   ------------   ------------   -----------
      3                less than 1.25 to 1.0                0.175%         0.875%         0.000%
--------------   -------------------------------------   ------------   ------------   -----------
</TABLE>

         Initially, the applicable Pricing Level shall be Pricing Level 3.
Thereafter, the applicable Pricing Level shall be adjusted, to the extent
applicable, 60 days (or, in the case of the last fiscal quarter of any fiscal
year, 90 days) after the end of each fiscal quarter based on the Leverage Ratio
as of the last day of such fiscal quarter; provided that if the Company fails to
deliver the financial statements required by Section 6.1(a) or (b), as
applicable, and the related Compliance Certificate required by Section 6.2(b) by
the 60th day (or, if applicable, the 90th day) after any fiscal quarter, Pricing
Level 1 shall apply until such financial statements are delivered.

         "Arranger" means Banc of America Securities LLC, in its capacity as
sole lead arranger and sole book manager.

         "Assignment and Assumption" means an Assignment and Assumption
substantially in the form of Exhibit E.

         "Attorney Costs" means and includes all reasonable fees, expenses and
disbursements of any law firm or other external counsel and, without
duplication, the allocated cost of internal legal services and all expenses and
disbursements of internal counsel.

         "Attributable Indebtedness" means, on any date, (a) in respect of any
capital lease of any Person, the capitalized amount thereof that would appear on
a balance sheet of such Person prepared as of such date in accordance with GAAP,
and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of
the remaining lease payments under the relevant lease that would appear on a
balance sheet of such Person prepared as of such date in accordance with GAAP if
such lease were accounted for as a capital lease.

         "Audited Financial Statements" means the audited consolidated balance
sheet of the Company and its Subsidiaries for the fiscal year ended October 31,
2001, and the related consolidated statements of income or operations,
shareholders' equity and cash flows for such fiscal year, including the notes
thereto.

         "Availability Period" means the period from and including the Closing
Date to the earliest of (a) the Maturity Date, (b) the date of termination of
the Aggregate Commitments pursuant to Section 2.6, and (c) the date of
termination of the commitment of each Lender to

                                       3

<PAGE>

make Loans and of the obligation of the L/C Issuer to make L/C Credit Extensions
pursuant to Section 8.2.

         "Bank of America" means Bank of America, N.A. and its successors.

         "Base Rate" means, for any day, a fluctuating rate per annum equal to
the higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of
interest in effect for such day as publicly announced from time to time by Bank
of America as its "prime rate." The "prime rate" is a rate set by Bank of
America based upon various factors including Bank of America's costs and desired
return, general economic conditions and other factors, and is used as a
reference point for pricing some loans, which may be priced at, above, or below
such announced rate. Any change in such rate announced by Bank of America shall
take effect at the opening of business on the day specified in the public
announcement of such change.

         "Base Rate Loan" means a Revolving Loan that is a Base Rate Loan.

         "Borrowing" means a Revolving Borrowing or a Swing Line Borrowing, as
the context may require.

         "Business Day" means any day other than a Saturday, Sunday or other day
on which commercial banks are authorized to close under the Laws of, or are in
fact closed in, San Francisco and the state where the Administrative Agent's
Office is located and, if such day relates to any Eurodollar Rate Loan, means
any such day on which dealings in Dollar deposits are conducted by and between
banks in the London interbank eurodollar market.

         "Cash Collateralize" has the meaning specified in Section 2.3(g).

         "Cash Equivalents" means (a) direct obligations of the United States or
any agency thereof, or obligations guaranteed by the United States or any agency
thereof, (b) debt securities rated in at least the second highest grade by at
least one nationally recognized credit rating agency, (c) time deposits with,
including certificates of deposit issued by, (i) any Lender or (ii) any office
of any bank or trust company whose certificates of deposit are rated in one of
the two highest grades by at least one nationally recognized rating agency, or
(d) repurchase agreements entered into with a bank or trust company described in
clause (c) (or with securities broker-dealers of nationally recognized standing)
with respect to obligations described in clause (a).

         "Change of Control" means, with respect to any Person, an event or
series of events by which any "person" or "group" (as such terms are used in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding
the Rosenberg Family, any employee benefit plan of such person or its
subsidiaries, and any Person acting in its capacity as trustee, agent or other
fiduciary or administrator of any such plan) becomes the "beneficial owner" (as
defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934,
except that a person or group shall be deemed to have "beneficial ownership" of
all securities that such person or group has the right to acquire (such right,
an "option right"), whether such right is exercisable immediately or only after
the passage of time), directly or indirectly, of 25% or more of the equity
securities of such Person entitled to vote for members of the board of directors
or equivalent governing body of such Person on a fully-diluted basis (and taking
into account all such securities that such person or group has the right to
acquire pursuant to any option right).

                                       4

<PAGE>

         "Closing Date" means the first date all the conditions precedent in
Section 4.1 are satisfied or waived in accordance with Section 4.1 (or, in the
case of Section 4.1(b), waived by the Person entitled to receive the applicable
payment).

         "Code" means the Internal Revenue Code of 1986.

         "Commitment" means, as to each Lender, its obligation to (a) make
Revolving Loans to the Company pursuant to Section 2.1, (b) purchase
participations in L/C Obligations, and (c) purchase participations in Swing Line
Loans, in an aggregate principal amount at any one time outstanding not to
exceed the amount set forth opposite such Lender's name on Schedule 2.1 or in
the Assignment and Assumption pursuant to which such Lender becomes a party
hereto, as applicable, as such amount may be adjusted from time to time in
accordance with this Agreement.

         "Company" has the meaning specified in the introductory paragraph
hereto.

         "Compliance Certificate" means a certificate substantially in the form
of Exhibit D.

         "Consolidated EBITDA" means, for any period, an amount equal to
Consolidated Net Income for such period plus, to the extent deducted in
calculating such Consolidated Net Income, (i) Consolidated Interest Charges,
(ii) provisions for federal, state, local and foreign income taxes payable by
the Company and its Subsidiaries, (iii) depreciation and amortization expense
and (iv) all non-cash, non-recurring and extraordinary charges (including
charges resulting from the application of Financial Accounting Standard No. 142)
minus, to the extent included in such Consolidated Net Income, all non-recurring
and extraordinary gains.

          "Consolidated Interest Charges" means, for any period, for the Company
and its Subsidiaries on a consolidated basis, the sum, without duplication, of
(a) all interest, premium payments, debt discount, fees, charges and related
expenses of the Company and its Subsidiaries in connection with borrowed money
(including capitalized interest) or the deferred purchase price of assets, in
each case to the extent treated as interest in accordance with GAAP, and (b) the
portion of rent expense of the Company and its Subsidiaries with respect to such
period under capital leases or with respect to Synthetic Lease Obligations that,
in each case, is treated as interest in accordance with GAAP.

         "Consolidated Net Income" means, for any period, the consolidated net
income of the Company and its Subsidiaries for such period.

         "Consolidated Net Worth" means, as of any date of determination,
Shareholders' Equity on such date.

         "Contractual Obligation" means, as to any Person, any provision of any
security issued by such Person or of any agreement, instrument or other
undertaking to which such Person is a party or by which it or any of its
property is bound.

         "Control" has the meaning specified in the definition of "Affiliate."

                                       5

<PAGE>

         "Credit Extension" means each of the following: (a) a Borrowing and (b)
an L/C Credit Extension.

         "Debtor Relief Laws" means the Bankruptcy Code of the United States,
and all other liquidation, conservatorship, bankruptcy, assignment for the
benefit of creditors, moratorium, rearrangement, receivership, insolvency,
reorganization, or similar debtor relief Laws of the United States or other
applicable jurisdictions from time to time in effect and affecting the rights of
creditors generally.

         "Default" means any event or condition that constitutes an Event of
Default or that, with the giving of any notice, the passage of time, or both,
would (if not cured or otherwise remedied during such time) be an Event of
Default.

         "Default Rate" means (a) with respect to Base Rate Loans, an interest
rate equal to (i) the Base Rate plus (ii) the Applicable Rate, if any,
applicable to Base Rate Loans plus (iii) 2% per annum; and (b) with respect to a
Eurodollar Rate Loan, an interest rate equal to (i) the Eurodollar Rate plus
(ii) the Applicable Rate plus (iii) 2% per annum, in each case to the fullest
extent permitted by applicable Laws.

         "Defaulting Lender" means any Lender that (a) has failed to fund any
portion of the Revolving Loans, participations in L/C Obligations or
participations in Swing Line Loans required to be funded by it hereunder within
one Business Day of the date required to be funded by it hereunder, (b) has
otherwise failed to pay over to the Administrative Agent or any Lender any other
amount required to be paid by it hereunder within one Business Day of the date
when due, unless the subject of a good faith dispute, or (c) has been deemed
insolvent or become the subject of a bankruptcy or insolvency proceeding.

         "Disposition" or "Dispose" means the sale, transfer, license, lease or
other disposition (including any sale and leaseback transaction) of any property
by any Person, including any sale, assignment, transfer or other disposal, with
or without recourse, of any notes or accounts receivable or any rights and
claims associated therewith.

         "Dollar" and "$" mean lawful money of the United States.

         "Earn-out" means, with respect to any Person, any payment that may be
required to be made by such Person in connection with an Acquisition, where the
obligation of such Person to make such payment (or the amount thereof) is
contingent upon the financial or other performance of the Person or asset
acquired. The amount of any Earn-out shall equal the anticipated amount thereof
as reasonably determined in good faith by the Company.

         "EBITDA" means, for any Person for any period, the consolidated net
income of such Person for such period plus, to the extent deducted in
determining such consolidated net income, interest expense, income tax expense,
depreciation and amortization of such Person.

         "Eligible Assignee" has the meaning specified in Section 10.7(g).

                                       6

<PAGE>

         "Environmental Claims" means all claims, however asserted, by any
Governmental Authority or other Person alleging potential liability or
responsibility for violation of any Environmental Law, or for release or injury
to the environment.

         "Environmental Laws" means any and all Federal, state, local, and
foreign statutes, laws, regulations, ordinances, rules, judgments, orders,
decrees, permits, concessions, grants, franchises, licenses, agreements or
governmental restrictions relating to pollution and the protection of the
environment or the release of any materials into the environment, including
those related to hazardous substances or wastes, air emissions and discharges to
waste or public systems.

         "ERISA" means the Employee Retirement Income Security Act of 1974.

         "ERISA Affiliate" means any trade or business (whether or not
incorporated) under common control with the Company within the meaning of
Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for
purposes of provisions relating to Section 412 of the Code).

         "ERISA Event" means (a) a Reportable Event with respect to a Pension
Plan; (b) a withdrawal by the Company or any ERISA Affiliate from a Pension Plan
subject to Section 4063 of ERISA during a plan year in which it was a
substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation
of operations that is treated as such a withdrawal under Section 4062(e) of
ERISA; (c) a complete or partial withdrawal by the Company or any ERISA
Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is
in reorganization; (d) the filing of a notice of intent to terminate, the
treatment of a Plan amendment as a termination under Sections 4041 or 4041A of
ERISA, or the commencement of proceedings by the PBGC to terminate a Pension
Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds
under Section 4042 of ERISA for the termination of, or the appointment of a
trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the
imposition of any liability under Title IV of ERISA, other than for PBGC
premiums due but not delinquent under Section 4007 of ERISA, upon the Company or
any ERISA Affiliate.

         "Eurodollar Rate" means for any Interest Period with respect to any
Eurodollar Rate Loan:

                  (a)      the rate per annum equal to the rate determined by
         the Administrative Agent to be the offered rate that appears on the
         page of the Telerate screen (or any successor thereto) that displays an
         average British Bankers Association Interest Settlement Rate for
         deposits in Dollars (for delivery on the first day of such Interest
         Period) with a term equivalent to such Interest Period, determined as
         of approximately 11:00 a.m. (London time) two Business Days prior to
         the first day of such Interest Period, or

                  (b)      if the rate referenced in the preceding subsection
         (a) does not appear on such page or service or such page or service
         shall not be available, the rate per annum equal to the rate determined
         by the Administrative Agent to be the offered rate on such other page
         or other service that displays an average British Bankers Association

                                       7

<PAGE>

         Interest Settlement Rate for deposits in Dollars (for delivery on the
         first day of such Interest Period) with a term equivalent to such
         Interest Period, determined as of approximately 11:00 a.m. (London
         time) two Business Days prior to the first day of such Interest Period,
         or

                  (c)      if the rates referenced in the preceding subsections
         (a) and (b) are not available, the rate per annum determined by the
         Administrative Agent as the rate of interest at which deposits in
         Dollars for delivery on the first day of such Interest Period in same
         day funds in the approximate amount of the Eurodollar Rate Loan being
         made, continued or converted by Bank of America and with a term
         equivalent to such Interest Period would be offered by Bank of
         America's London Branch to major banks in the London interbank
         eurodollar market at their request at approximately 4:00 p.m. (London
         time) two Business Days prior to the first day of such Interest Period.

         "Eurodollar Rate Loan" means a Revolving Loan that bears interest at a
rate based on the Eurodollar Rate.

         "Event of Default" has the meaning specified in Section 8.1.

         "Existing Credit Agreement" means the Credit Agreement dated as of June
25, 1997 among the Company, Bank of America (then known as Bank of America
National Trust and Savings Association), as agent, and a syndicate of lenders.

         "Existing Letters of Credit" means the letters of credit listed on
Schedule 1 issued under the Existing Credit Agreement.

         "Federal Funds Rate" means, for any day, the rate per annum equal to
the weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers on such
day, as published by the Federal Reserve Bank of New York on the Business Day
next succeeding such day; provided that (a) if such day is not a Business Day,
the Federal Funds Rate for such day shall be such rate on such transactions on
the next preceding Business Day as so published on the next succeeding Business
Day, and (b) if no such rate is so published on such next succeeding Business
Day, the Federal Funds Rate for such day shall be the average rate (rounded
upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of
America on such day on such transactions as determined by the Administrative
Agent.

         "Fee Letter" means the letter agreement dated May 29, 2002 among the
Company, the Administrative Agent and the Arranger.

         "Fixed Charge Coverage Ratio" means, as of any date of determination,
the ratio of (a) Adjusted Consolidated EBITDAR for the period of the four prior
fiscal quarters ending on such date to (b) the sum, without duplication, of (i)
Consolidated Interest Charges for such period plus (ii) rent expense for such
period plus (iii) scheduled principal payments of long-term Indebtedness
required to be made during such period.

         "Foreign Lender" has the meaning specified in Section 10.13(a).

                                       8

<PAGE>

         "FRB" means the Board of Governors of the Federal Reserve System of the
United States.

         "Funded Indebtedness" means all Indebtedness of the Company and its
Subsidiaries, excluding (i) contingent obligations in respect of commercial
letters of credit and Guarantees (except, in each case, to the extent
constituting Guarantees in respect of Indebtedness of a Person other than the
Company or any Subsidiary), (ii) obligations under Swap Contracts and (iii)
Indebtedness of the Company to Subsidiaries and Indebtedness of Subsidiaries to
the Company or to other Subsidiaries.

         "GAAP" means generally accepted accounting principles in the United
States set forth from time to time in the opinions and pronouncements of the
Accounting Principles Board and the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting
Standards Board or such other principles as may be approved by a significant
segment of the accounting profession in the United States, that are applicable
to the circumstances as of the date of determination, consistently applied.

         "Governmental Authority" means any nation or government, any state or
other political subdivision thereof, any agency, authority, instrumentality,
regulatory body, court, administrative tribunal, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government.

         "Guarantee" means, as to any Person, (a) any obligation, contingent or
otherwise, of such Person guaranteeing or having the economic effect of
guaranteeing any Indebtedness or other obligation payable or performable by
another Person (the "primary obligor") in any manner, whether directly or
indirectly, and including any obligation of such Person, direct or indirect, (i)
to purchase or pay (or advance or supply funds for the purchase or payment of)
such Indebtedness or other obligation, (ii) to purchase or lease property,
securities or services for the purpose of assuring the obligee in respect of
such Indebtedness or other obligation of the payment or performance of such
Indebtedness or other obligation, (iii) to maintain working capital, equity
capital or any other financial statement condition or liquidity or level of
income or cash flow of the primary obligor so as to enable the primary obligor
to pay such Indebtedness or other obligation, or (iv) entered into for the
purpose of assuring in any other manner the obligee in respect of such
Indebtedness or other obligation of the payment or performance thereof or to
protect such obligee against loss in respect thereof (in whole or in part), or
(b) any Lien on any assets of such Person securing any Indebtedness or other
obligation of any other Person, whether or not such Indebtedness or other
obligation is assumed by such Person. The amount of any Guarantee shall be
deemed to be an amount equal to the stated or determinable amount of the related
primary obligation, or portion thereof, in respect of which such Guarantee is
made or, if not stated or determinable, the maximum reasonably anticipated
liability in respect thereof as determined by the guaranteeing Person in good
faith. The term "Guarantee" as a verb has a corresponding meaning.

         "Guarantors" means all Subsidiaries of the Company that have executed a
counterpart of the Guaranty.

                                       9

<PAGE>

         "Guaranty" means the Guaranty made by the Guarantors in favor of the
Administrative Agent on behalf of the Lenders, substantially in the form of
Exhibit F.

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

         "Honor Date" has the meaning specified in Section 2.3(c)(i).

         "Indebtedness" means, as to any Person at a particular time, without
duplication, all of the following, whether or not included as indebtedness or
liabilities in accordance with GAAP:

                  (a)      all obligations of such Person for borrowed money and
         all obligations of such Person evidenced by bonds, debentures, notes,
         loan agreements or other similar instruments;

                  (b)      all obligations of such Person to pay the deferred
         purchase price of property or services (other than (i) trade accounts
         payable in the ordinary course of business and (ii) Earn-outs owed by
         such Person with respect to any Acquisition);

                  (c)      all Attributable Indebtedness of such Person under
         capital leases and with respect to Synthetic Lease Obligations;

                  (d)      all direct or contingent obligations of such Person
         arising under letters of credit (including standby and commercial),
         bankers' acceptances, bank guaranties and similar instruments;

                  (e)      net obligations of such Person under any Swap
         Contract;

                  (f)      indebtedness (excluding prepaid interest thereon)
         secured by a Lien on property owned or being purchased by such Person
         (including indebtedness arising under conditional sales or other title
         retention agreements), whether or not such indebtedness shall have been
         assumed by such Person or is limited in recourse; and

                  (g)      all Guarantees of such Person in respect of any of
         the foregoing.

         For all purposes hereof, the Indebtedness of any Person shall include
the Indebtedness of any partnership or similar entity in which such Person is a
general partner or with respect to which such Person has liability under
applicable laws for the obligations of such entity, except to the extent that
such Indebtedness is expressly made non-recourse to such Person. The amount of
any net obligation under any Swap Contract on any date shall be deemed to be the
Swap Termination Value thereof as of such date. The amount of any capital lease
or Synthetic Lease Obligation as of any date shall be deemed to be the amount of
Attributable Indebtedness in respect thereof as of such date.

         "Indemnified Liabilities" has the meaning set forth in Section 10.5.

                                       10

<PAGE>

         "Indemnitees" has the meaning set forth in Section 10.5.

         "Interest Payment Date" means (a) as to any Eurodollar Rate Loan, the
last day of each Interest Period applicable to such Loan and the Maturity Date;
provided that if any Interest Period for a Eurodollar Rate Loan exceeds three
months, the respective dates that fall every three months after the beginning of
such Interest Period shall also be Interest Payment Dates; and (b) as to any
Base Rate Loan (including a Swing Line Loan), the last Business Day of each
March, June, September and December and the Maturity Date.

         "Interest Period" means, as to each Eurodollar Rate Loan, the period
commencing on the date such Eurodollar Rate Loan is disbursed or converted to or
continued as a Eurodollar Rate Loan and ending on the date one, two, three or
six months thereafter (or on such other date as all Lenders shall agree), as
selected by the Company in a Revolving Loan Notice; provided that:

                  (i)      any Interest Period that would otherwise end on a day
         that is not a Business Day shall be extended to the following Business
         Day unless such following Business Day falls in another calendar month,
         in which case such Interest Period shall end on the preceding Business
         Day;

                  (ii)     except as otherwise agreed by all Lenders, any
         Interest Period that begins on the last Business Day of a calendar
         month (or on a day for which there is no numerically corresponding day
         in the calendar month at the end of such Interest Period) shall end on
         the last Business Day of the calendar month at the end of such Interest
         Period; and

                  (iii)    no Interest Period shall extend beyond the scheduled
         Maturity Date.

         "Investment" means, as to any Person, any direct or indirect
acquisition or investment by such Person, whether by means of (a) the purchase
or other acquisition of capital stock or other securities of another Person, (b)
a loan, advance or capital contribution to, Guarantee or assumption of debt of,
or purchase or other acquisition of any other debt or equity participation or
interest in, another Person, including any partnership or joint venture interest
in such other Person, or (c) the purchase or other acquisition (in one
transaction or a series of transactions) of assets of another Person that
constitute a business unit. For purposes of covenant compliance, the amount of
any Investment shall be the amount actually invested, without adjustment for
subsequent increases or decreases in the value of such Investment.

         "IP Rights" has the meaning set forth in Section 5.16.

         "IRS" means the United States Internal Revenue Service.

         "Joint Venture" means a partnership, limited liability company, joint
venture or other similar legal arrangement (whether created by contract or
conducted through a separate legal entity) now or hereafter formed by the
Company or any of its Subsidiaries with another Person in order to conduct a
common venture or enterprise with such Person.

                                       11

<PAGE>

         "Laws" means, collectively, all international, foreign, Federal, state
and local statutes, treaties, rules, guidelines, regulations, ordinances, codes
and administrative or judicial precedents or authorities, including the
interpretation or administration thereof by any Governmental Authority charged
with the enforcement, interpretation or administration thereof, and all
applicable administrative orders, directed duties, requests, licenses,
authorizations and permits of, and agreements with, any Governmental Authority,
in each case whether or not having the force of law.

         "L/C Advance" means, with respect to each Lender, such Lender's funding
of its participation in any L/C Borrowing in accordance with its Pro Rata Share.

         "L/C Borrowing" means an extension of credit resulting from a drawing
under any Letter of Credit which has not been reimbursed on the date when made
or refinanced as a Revolving Borrowing.

         "L/C Credit Extension" means, with respect to any Letter of Credit, the
issuance thereof or extension of the expiry date thereof, or the renewal or
increase of the amount thereof.

         "L/C Issuer" means Bank of America in its capacity as issuer of Letters
of Credit hereunder, or any successor issuer of Letters of Credit hereunder;
provided that solely with respect to certain Existing Letters of Credit which
were issued by Bank of America, KeyBank National Association ("KeyBank") and
U.S. Bank National Association ("U.S. Bank"), KeyBank and U.S. Bank shall also
be L/C Issuers (and the relevant provisions of this Agreement shall be modified
to account for the fact that such Existing Letters of Credit have been issued by
multiple issuers).

         "L/C Obligations" means, as at any date of determination, the aggregate
undrawn amount of all outstanding Letters of Credit plus the aggregate of all
Unreimbursed Amounts, including all L/C Borrowings.

         "Lender" has the meaning specified in the introductory paragraph hereto
and, as the context requires, includes the L/C Issuer and the Swing Line Lender.

         "Lending Office" means, as to any Lender, the office or offices of such
Lender described as such in such Lender's Administrative Questionnaire, or such
other office or offices as a Lender may from time to time notify the Company and
the Administrative Agent.

         "Letter of Credit" means any letter of credit issued hereunder and
shall include the Existing Letters of Credit. A Letter of Credit may be a
commercial letter of credit or a standby letter of credit.

         "Letter of Credit Application" means an application and agreement for
the issuance or amendment of a Letter of Credit in the form from time to time in
use by the L/C Issuer.

         "Letter of Credit Sublimit" means an amount equal to the lesser of the
Aggregate Commitments and $125,000,000. The Letter of Credit Sublimit is part
of, and not in addition to, the Aggregate Commitments.

                                       12

<PAGE>

         "Leverage Ratio" means, as of any date of determination, for the
Company and its Subsidiaries on a consolidated basis, the ratio of (a) Funded
Indebtedness of the Company and its Subsidiaries as of such date to (b) Adjusted
Consolidated EBITDA for the period of the four fiscal quarters ending on such
date.

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

         "Loan" means an extension of credit by a Lender to the Company under
Article II in the form of a Revolving Loan or a Swing Line Loan.

         "Loan Documents" means this Agreement, each Note, the Fee Letter, and
the Guaranty.

         "Loan Parties" means, collectively, the Company and each Guarantor, it
being understood that "Loan Parties" shall not include any Subsidiary that has
been released as a Guarantor pursuant to Section 9.11.

         "Material Adverse Effect" means (a) a material adverse change in, or a
material adverse effect upon, the operations, business, properties or condition
(financial or otherwise) of the Company or the Company and its Subsidiaries
taken as a whole; (b) a material impairment of the ability of any Loan Party to
perform its obligations under any Loan Document to which it is a party; or (c) a
material adverse effect upon the legality, validity, binding effect or
enforceability against any Loan Party of any Loan Document to which it is a
party.

         "Maturity Date" means (a) July 1, 2005 or (b) such earlier date upon
which the Loans and other Obligations become due in accordance with the terms
hereof.

         "Multiemployer Plan" means any employee benefit plan of the type
described in Section 4001(a)(3) of ERISA, to which the Company or any ERISA
Affiliate makes or is obligated to make contributions, or during the preceding
five plan years, has made or been obligated to make contributions.

         "Note" means a promissory note made by the Company in favor of a Lender
evidencing Loans made by such Lender, substantially in the form of Exhibit C.

         "Obligations" means all advances to, and debts, liabilities,
obligations, covenants and duties of, any Loan Party arising under any Loan
Document or otherwise with respect to any Loan or Letter of Credit, whether
direct or indirect (including those acquired by assumption), absolute or
contingent, due or to become due, now existing or hereafter arising and
including interest and fees that accrue after the commencement by or against any
Loan Party of any proceeding under any Debtor Relief Laws naming such Person as
the debtor in such proceeding, regardless of whether such interest and fees are
allowed claims in such proceeding.

         "Organization Documents" means, (a) with respect to any corporation,
the certificate or articles of incorporation and the bylaws (or equivalent or
comparable constitutive documents

                                       13

<PAGE>

with respect to any non-U.S. jurisdiction); (b) with respect to any limited
liability company, the certificate or articles of formation or organization and
operating agreement; and (c) with respect to any partnership, joint venture,
trust or other form of business entity, the partnership, joint venture or other
applicable agreement of formation or organization and any agreement, instrument,
filing or notice with respect thereto filed in connection with its formation or
organization with the applicable Governmental Authority in the jurisdiction of
its formation or organization and, if applicable, any certificate or articles of
formation or organization of such entity.

         "Outstanding Amount" means (a) with respect to Revolving Loans and
Swing Line Loans on any date, the aggregate outstanding principal amount thereof
after giving effect to any borrowings and repayments occurring on such date; and
(b) with respect to any L/C Obligations on any date, the amount of such L/C
Obligations on such date after giving effect to any L/C Credit Extension
occurring on such date and any other change in the aggregate amount of the L/C
Obligations as of such date, including as a result of reimbursement of any
outstanding unpaid drawing under any Letter of Credit or any reduction in the
maximum amount available for drawing under any Letter of Credit taking effect on
such date.

         "Participant" has the meaning specified in Section 10.7(d).

         "PBGC" means the Pension Benefit Guaranty Corporation.

         "Pension Plan" means any "employee pension benefit plan" (as such term
is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is
subject to Title IV of ERISA and is sponsored or maintained by the Company or
any ERISA Affiliate or to which the Company or any ERISA Affiliate contributes
or has an obligation to contribute, or in the case of a multiple employer or
other plan described in Section 4064(a) of ERISA, has made contributions at any
time during the immediately preceding five plan years.

         "Permitted Acquisition" means an Acquisition that meets each of the
following requirements: (a) the Person to be acquired is, or the assets to be
acquired are for use in, in the same or similar line of business as the Company,
(b) in the case of the Acquisition of a Person, such Acquisition has been
approved by the board of directors or similar governing body and, if applicable,
the shareholders of the Person to be acquired, (c) if the aggregate
consideration (including consideration to be paid in common stock of the
Company, Earn-outs, cash and assumed debt) to be paid by the Company in
connection with such Acquisition is equal to or greater than $2,000,000, the
Company has delivered to the Administrative Agent at least 10 days' prior
written notice of the consummation of such Acquisition, (d) the Company is and
will be in pro forma compliance with each of the financial covenants contained
in Section 7.11 before and after giving effect to such Acquisition, (e) the
aggregate consideration (other than consideration to be paid in common stock of
the Company, but including Earn-outs, cash and assumed debt) to be paid by the
Company in connection with such Acquisition (or any series of related
Acquisitions) does not exceed Consolidated EBITDA for the most recent period of
four consecutive fiscal quarters for which the Company has delivered financial
statements pursuant to Section 6.1, (f) no Default shall exist at the time of,
or shall result from, such Acquisition and (g) if the aggregate consideration
(including consideration to be paid in common stock of the Company, Earn-outs,
cash and assumed debt) to be paid by the Company in connection with

                                       14

<PAGE>

such Acquisition is equal to or greater than $10,000,000, the Company has
delivered to the Administrative Agent a pro forma Compliance Certificate for the
fiscal quarter most recently ended (calculated as if such Acquisition had
occurred on the first day of the period of four consecutive fiscal quarters
ending on the last day of such fiscal quarter).

         "Permitted Long-Term Indebtedness" means Indebtedness of the Company or
a Guarantor which (a) requires no payments of principal until the date which is
91 days after the scheduled Maturity Date or (b) is incurred to finance an
Acquisition and is intended to be replaced, and is in fact replaced, by
Indebtedness described in the preceding clause (a) within six months after the
incurrence thereof.

         "Permitted Stock Repurchases" means repurchases or redemptions by the
Company of its capital stock for fair and reasonable consideration not exceeding
(a) $45,000,000 in aggregate amount during the fiscal year ending October 31,
2002 and (b) $35,000,000 in aggregate amount during any fiscal year thereafter;
provided that the Company may add up to $10,000,000 of the unused portion of
such limit for any fiscal year to the limit for the immediately succeeding
fiscal year.

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

         "Plan" means any "employee benefit plan" (as such term is defined in
Section 3(3) of ERISA) established by the Company or, with respect to any such
plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA
Affiliate.

         "Pro Rata Share" means, with respect to each Lender at any time, a
fraction (expressed as a percentage, carried out to the ninth decimal place),
the numerator of which is the amount of the Commitment of such Lender at such
time and the denominator of which is the amount of the Aggregate Commitments at
such time; provided that if the commitment of each Lender to make Loans and the
obligation of the L/C Issuer to make L/C Credit Extensions have been terminated
pursuant to Section 8.2, then the Pro Rata Share of each Lender shall be
determined based on the Pro Rata Share of such Lender immediately prior to such
termination and after giving effect to any subsequent assignments made pursuant
to the terms hereof. The initial Pro Rata Share of each Lender is set forth
opposite the name of such Lender on Schedule 2.1 or in the Assignment and
Assumption pursuant to which such Lender becomes a party hereto, as applicable.

         "Register" has the meaning set forth in Section 10.7(c).

         "Reportable Event" means any of the events set forth in Section 4043(c)
of ERISA, other than events for which the 30 day notice period has been waived.

         "Request for Credit Extension" means (a) with respect to a Borrowing,
conversion or continuation of Revolving Loans, a Revolving Loan Notice, (b) with
respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with
respect to a Swing Line Loan, a Swing Line Loan Notice.

         "Required Lenders" means, as of any date of determination, Lenders
having more than 50% of the Aggregate Commitments or, if the commitment of each
Lender to make Loans and

                                       15

<PAGE>

the obligation of the L/C Issuer to make L/C Credit Extensions have been
terminated pursuant to Section 8.2, Lenders holding in the aggregate more than
50% of the Total Outstandings (with the aggregate amount of each Lender's risk
participation and funded participation in L/C Obligations and Swing Line Loans
being deemed "held" by such Lender for purposes of this definition); provided
that the Commitment of, and the portion of the Total Outstandings held or deemed
held by, any Defaulting Lender shall be excluded for purposes of making a
determination of Required Lenders.

         "Responsible Officer" means the chief executive officer, president,
chief financial officer, treasurer or assistant treasurer of a Loan Party. Any
document delivered hereunder that is signed by a Responsible Officer of a Loan
Party shall be conclusively presumed to have been authorized by all necessary
corporate, partnership and/or other action on the part of such Loan Party and
such Responsible Officer shall be conclusively presumed to have acted on behalf
of such Loan Party.

         "Restricted Payment" means any dividend or other distribution (whether
in cash, securities or other property) with respect to any capital stock or
other equity interest of the Company 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 such capital stock or other equity interest
or of any option, warrant or other right to acquire any such capital stock or
other equity interest.

         "Revolving Borrowing" means a borrowing consisting of simultaneous
Revolving Loans of the same Type and, in the case of Eurodollar Rate Loans,
having the same Interest Period made by each of the Lenders pursuant to Section
2.1.

         "Revolving Loan" has the meaning specified in Section 2.1.

         "Revolving Loan Notice" means a notice of (a) a Revolving Borrowing,
(b) a conversion of Revolving Loans from one Type to the other or (c) a
continuation of Eurodollar Rate Loans, pursuant to Section 2.2(a), which, if in
writing, shall be substantially in the form of Exhibit A.

         "Rosenberg Family" means the lineal descendants of Morris Rosenberg,
their respective spouses, any trust for the benefit of the foregoing and any
other Person more than 50% of the equity of which is owned by any of the
foregoing.

         "SEC" means the Securities and Exchange Commission, or any Governmental
Authority succeeding to any of its principal functions.

         "Shareholders' Equity" means, as of any date of determination,
consolidated shareholders' equity of the Company and its Subsidiaries as of that
date determined in accordance with GAAP.

         "SPC" has the meaning specified in Section 10.7(h).

         "Subsidiary" of a Person means a corporation, partnership, joint
venture, limited liability company or other business entity of which a majority
of the shares of securities or other interests having ordinary voting power for
the election of directors or other governing body (other than

                                       16

<PAGE>

securities or interests having such power only by reason of the happening of a
contingency) are at the time beneficially owned, or the management of which is
otherwise controlled, directly, or indirectly through one or more
intermediaries, or both, by such Person. Unless otherwise specified, all
references herein to a "Subsidiary" or to "Subsidiaries" shall refer to a
Subsidiary or Subsidiaries of the Company.

         "Surety Bond" means, with respect to any Person, a bid bond,
performance bond, payment bond, maintenance bond, license bond, permit bond or
similar bond issued on behalf of such Person by a bonding company or other
surety.

         "Swap Contract" means (a) any and all rate swap transactions, basis
swaps, credit derivative transactions, forward rate transactions, commodity
swaps, commodity options, forward commodity contracts, equity or equity index
swaps or options, bond or bond price or bond index swaps or options or forward
bond or forward bond price or forward bond index transactions, interest rate
options, forward foreign exchange transactions, cap transactions, floor
transactions, collar transactions, currency swap transactions, cross-currency
rate swap transactions, currency options, spot contracts, or any other similar
transactions or any combination of any of the foregoing (including any options
to enter into any of the foregoing), whether or not any such transaction is
governed by or subject to any master agreement, and (b) any and all transactions
of any kind, and the related confirmations, which are subject to the terms and
conditions of, or governed by, any form of master agreement published by the
International Swaps and Derivatives Association, Inc., any International Foreign
Exchange Master Agreement, or any other master agreement (any such master
agreement, together with any related schedules, a "Master Agreement"), including
any such obligations or liabilities under any Master Agreement.

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

         "Swing Line" means the revolving credit facility made available by the
Swing Line Lender pursuant to Section 2.4.

         "Swing Line Borrowing" means a borrowing of a Swing Line Loan pursuant
to Section 2.4.

         "Swing Line Lender" means Bank of America in its capacity as provider
of Swing Line Loans, or any successor swing line lender hereunder.

         "Swing Line Loan" has the meaning specified in Section 2.4(a).

         "Swing Line Loan Notice" means a notice of a Swing Line Borrowing
pursuant to Section 2.4(b), which, if in writing, shall be substantially in the
form of Exhibit B.

                                       17

<PAGE>

         "Swing Line Sublimit" means an amount equal to the lesser of (a)
$10,000,000 and (b) the Aggregate Commitments. The Swing Line Sublimit is part
of, and not in addition to, the Aggregate Commitments.

         "Synthetic Lease Obligation" means the monetary obligation of a Person
under (a) a so-called synthetic, off-balance sheet or tax retention lease, or
(b) an agreement for the use or possession of property creating obligations that
do not appear on the balance sheet of such Person but which, upon the insolvency
or bankruptcy of such Person, would be characterized as the indebtedness of such
Person (without regard to accounting treatment).

         "Total Outstandings" means the aggregate Outstanding Amount of all
Loans and all L/C Obligations.

         "Type" means, with respect to a Revolving Loan, its character as a Base
Rate Loan or a Eurodollar Rate Loan.

         "Unfunded Pension Liability" means the excess of a Pension Plan's
benefit liabilities under Section 4001(a)(16) of ERISA, over the current value
of that Pension Plan's assets, determined in accordance with the assumptions
used for funding the Pension Plan pursuant to Section 412 of the Code for the
applicable plan year.

         "United States" and "U.S." mean the United States of America.

         "Unreimbursed Amount" has the meaning set forth in Section 2.3(c)(i).

         1.2      OTHER INTERPRETIVE PROVISIONS.

         With reference to this Agreement and each other Loan Document, unless
otherwise specified herein or in such other Loan Document:

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

                  (b)      (i)      The words "herein," "hereto," "hereof" and
"hereunder" and words of similar import when used in any Loan Document shall
refer to such Loan Document as a whole and not to any particular provision
thereof.

                           (ii)     Article, Section, Exhibit and Schedule
         references are to the Loan Document in which such reference appears.

                           (iii)    The term "including" is by way of example
         and not limitation.

                           (iv)     The term "documents" includes any and all
         instruments, documents, agreements, certificates, notices, reports,
         financial statements and other writings, however evidenced, whether in
         physical or electronic form.

                                       18

<PAGE>

                  (c)      In the computation of periods of time from a
specified date to a later specified date, the word "from" means "from and
including;" the words "to" and "until" each mean "to but excluding;" and the
word "through" means "to and including."

                  (d)      Section headings herein and in the other Loan
Documents are included for convenience of reference only and shall not affect
the interpretation of this Agreement or any other Loan Document.

                  (e)      Except to the extent otherwise specified, references
herein to "fiscal quarter" and "fiscal year" mean such fiscal periods of the
Company.

         1.3      ACCOUNTING TERMS. (a) All accounting terms not specifically or
completely defined herein shall be construed in conformity with, and all
financial data (including financial ratios and other financial calculations)
required to be submitted pursuant to this Agreement shall be prepared in
conformity with, GAAP applied on a consistent basis, as in effect from time to
time, applied in a manner consistent with that used in preparing the Audited
Financial Statements, except as otherwise specifically prescribed herein.

                  (b)      If at any time any change in GAAP would affect the
computation of any financial ratio or requirement set forth in any Loan
Document, and either the Company or the Required Lenders shall so request, the
Administrative Agent, the Lenders and the Company shall negotiate in good faith
to amend such ratio or requirement to preserve the original intent thereof in
light of such change in GAAP (subject to the approval of the Required Lenders);
provided that, until so amended, (i) such ratio or requirement shall continue to
be computed in accordance with GAAP prior to such change therein and (ii) the
Company shall provide to the Administrative Agent and the Lenders financial
statements and other documents required under this Agreement or as reasonably
requested hereunder setting forth a reconciliation between calculations of such
ratio or requirement made before and after giving effect to such change in GAAP.

         1.4      ROUNDING. Any financial ratios required to be maintained by
the Company pursuant to this Agreement shall be calculated by dividing the
appropriate component by the other component, carrying the result to one place
more than the number of places by which such ratio is expressed herein and
rounding the result up or down to the nearest number (with a rounding-up if
there is no nearest number).

         1.5      REFERENCES TO AGREEMENTS AND LAWS. Unless otherwise expressly
provided herein, (a) references to Organization Documents, agreements (including
the Loan Documents) and other contractual instruments shall be deemed to include
all subsequent amendments, restatements, extensions, supplements and other
modifications thereto, but only to the extent that such amendments,
restatements, extensions, supplements and other modifications are not prohibited
by any Loan Document; and (b) references to any Law shall include all statutory
and regulatory provisions consolidating, amending, replacing, supplementing or
interpreting such Law.

         1.6      TIMES OF DAY. Unless otherwise specified, all references
herein to times of day shall be references to Pacific time (daylight or
standard, as applicable).

                                       19

<PAGE>

         1.7      LETTER OF CREDIT AMOUNTS. Unless otherwise specified, all
references herein to the amount of a Letter of Credit at any time shall be
deemed to mean the maximum face amount of such Letter of Credit under any and
all circumstances at or after such time in accordance with such Letter of Credit
or the Letter of Credit Application therefor, whether or not such maximum face
amount is in effect at such time.

                                   ARTICLE II
                      THE COMMITMENTS AND CREDIT EXTENSIONS

         2.1      REVOLVING LOANS.

         Subject to the terms and conditions set forth herein, each Lender
severally agrees to make loans (each such loan, a "Revolving Loan") to the
Company from time to time on any Business Day during the Availability Period, in
an aggregate amount not to exceed at any time outstanding the amount of such
Lender's Commitment; provided that after giving effect to any Revolving
Borrowing, (i) the Total Outstandings shall not exceed the Aggregate
Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Loans of
any Lender, plus such Lender's Pro Rata Share of the Outstanding Amount of all
L/C Obligations, plus such Lender's Pro Rata Share of the Outstanding Amount of
all Swing Line Loans shall not exceed the amount of such Lender's Commitment.
Within the limits of each Lender's Commitment, and subject to the other terms
and conditions hereof, the Company may borrow under this Section 2.1, prepay
under Section 2.5, and reborrow under this Section 2.1. Revolving Loans may be
Base Rate Loans or Eurodollar Rate Loans, as further provided herein.

         2.2      PROCEDURE FOR BORROWING, CONVERSION AND CONTINUATION OF
                  REVOLVING LOANS.

                  (a)      Each Revolving Borrowing, each conversion of
Revolving Loans from one Type to the other, and each continuation of Eurodollar
Rate Loans shall be made upon the Company's irrevocable notice to the
Administrative Agent, which may be given by telephone. Each such notice must be
received by the Administrative Agent not later than (i) 10:00 a.m. three
Business Days prior to the requested date of any borrowing of, conversion of or
to or continuation of Eurodollar Rate Loans and (ii) 9:00 a.m. on the requested
date of any borrowing of Base Rate Loans. Each telephonic notice by the Company
pursuant to this Section 2.2(a) must be confirmed promptly by delivery to the
Administrative Agent of a written Revolving Loan Notice, appropriately completed
and signed by a Responsible Officer of the Company. Each borrowing of,
conversion to or continuation of Eurodollar Rate Loans shall be in a principal
amount of $2,000,000 or a higher integral multiple of $1,000,000. Except as
provided in Sections 2.3(c) and 2.4(c), each borrowing of or conversion to Base
Rate Loans shall be in a principal amount of $500,000 or a higher integral
multiple of $100,000. Each Revolving Loan Notice (whether telephonic or written)
shall specify (i) whether the Company is requesting a Revolving Borrowing, a
conversion of Revolving Loans from one Type to the other, or a continuation of
Eurodollar Rate Loans, (ii) the requested date of the borrowing, conversion or
continuation, as the case may be (which shall be a Business Day), (iii) the
principal amount of Revolving Loans to be borrowed, converted or continued, (iv)
the Type of Revolving Loans to be borrowed or to which existing Revolving Loans
are to be converted, and (v) if applicable, the duration of the Interest Period
with respect thereto. If the Company fails to specify a Type of Revolving Loan
in a Revolving Loan Notice or if the Company fails to give a timely notice

                                       20

<PAGE>

requesting a conversion or continuation, then the applicable Revolving Loans
shall be made as, or converted to, Base Rate Loans. Any such automatic
conversion to Base Rate Loans shall be effective as of the last day of the
Interest Period then in effect with respect to the applicable Eurodollar Rate
Loans. If the Company requests a borrowing of, conversion to, or continuation of
Eurodollar Rate Loans in any such Revolving Loan Notice, but fails to specify an
Interest Period, it will be deemed to have specified an Interest Period of one
month.

                  (b)      Following receipt of a Revolving Loan Notice, the
Administrative Agent shall promptly notify each Lender of the amount of its Pro
Rata Share of the applicable Revolving Loans, and if no timely notice of a
continuation is provided by the Company, the Administrative Agent shall notify
each Lender of the details of any automatic conversion to Base Rate Loans
described in the preceding subsection. In the case of a Revolving Borrowing,
each Lender shall make the amount of its Revolving Loan available to the
Administrative Agent in immediately available funds at the Administrative
Agent's Office not later than 11:00 a.m. on the Business Day specified in the
applicable Revolving Loan Notice. Upon satisfaction of the applicable conditions
set forth in Section 4.2 (and, if such Borrowing is the initial Credit
Extension, Section 4.1), the Administrative Agent shall make all funds so
received available to the Company in like funds as received by the
Administrative Agent by crediting the account of the Company on the books of
Bank of America with the amount of such funds in accordance with instructions
provided by the Company to (and reasonably acceptable to) the Administrative
Agent.

                  (c)      During the existence of a Default, no Loans may be
requested as, converted to or continued as Eurodollar Rate Loans without the
consent of the Required Lenders.

                  (d)      The Administrative Agent shall promptly notify the
Company and the Lenders of the interest rate applicable to any Interest Period
for Eurodollar Rate Loans upon determination of such interest rate. Each
determination of an applicable Eurodollar Rate by the Administrative Agent shall
be conclusive in the absence of manifest error. At any time that Base Rate Loans
are outstanding, the Administrative Agent shall notify the Company and the
Lenders of any change in Bank of America's prime rate used in determining the
Base Rate promptly following the public announcement of such change.

                  (e)      After giving effect to all Revolving Borrowings, all
conversions of Revolving Loans from one Type to the other, and all continuations
of Revolving Loans as the same Type, there shall not be more than seven Interest
Periods in effect with respect to Revolving Loans.

         2.3      LETTERS OF CREDIT.

                  (a)      The Letter of Credit Commitment.

                           (i)      Subject to the terms and conditions set
         forth herein, (A) the L/C Issuer agrees, in reliance upon the
         agreements of the other Lenders set forth in this Section 2.3, (1) from
         time to time on any Business Day during the Availability Period, to
         issue Letters of Credit for the account of the Company, and to amend or
         renew Letters of Credit previously issued by it, in accordance with
         subsection (b) below, and (2) to honor

                                       21

<PAGE>

         drafts under the Letters of Credit; and (B) the Lenders severally agree
         to participate in Letters of Credit issued for the account of the
         Company; provided that the L/C Issuer shall not be obligated to make
         any L/C Credit Extension with respect to any Letter of Credit, and no
         Lender shall be obligated to participate in, any Letter of Credit if as
         of the date of such L/C Credit Extension, (x) the Total Outstandings
         would exceed the Aggregate Commitments, (y) the aggregate Outstanding
         Amount of the Revolving Loans of any Lender, plus such Lender's Pro
         Rata Share of the Outstanding Amount of all L/C Obligations, plus such
         Lender's Pro Rata Share of the Outstanding Amount of all Swing Line
         Loans would exceed the amount of such Lender's Commitment, or (z) the
         Outstanding Amount of the L/C Obligations would exceed the Letter of
         Credit Sublimit. Within the foregoing limits, and subject to the terms
         and conditions hereof, the Company's ability to obtain Letters of
         Credit shall be fully revolving and, accordingly, the Company may,
         during the foregoing period, obtain Letters of Credit to replace
         Letters of Credit that have expired or that have been drawn upon and
         reimbursed. All Existing Letters of Credit shall be deemed to have been
         issued pursuant hereto, and from and after the Closing Date shall be
         subject to and governed by the terms and conditions hereof.

                           (ii)     The L/C Issuer shall be under no obligation
         to issue any Letter of Credit if:

                                    (A)  any order, judgment or decree of any
                           Governmental Authority or arbitrator shall by its
                           terms purport to enjoin or restrain the L/C Issuer
                           from issuing such Letter of Credit, or any Law
                           applicable to the L/C Issuer or any request or
                           directive (whether or not having the force of law)
                           from any Governmental Authority with jurisdiction
                           over the L/C Issuer shall prohibit, or request that
                           the L/C Issuer refrain from, the issuance of letters
                           of credit generally or such Letter of Credit in
                           particular or shall impose upon the L/C Issuer with
                           respect to such Letter of Credit any restriction,
                           reserve or capital requirement (for which the L/C
                           Issuer is not otherwise compensated hereunder) not in
                           effect on the Closing Date, or shall impose upon the
                           L/C Issuer any unreimbursed loss, cost or expense
                           which was not applicable on the Closing Date and
                           which the L/C Issuer in good faith deems material to
                           it;

                                    (B)  subject to Section 2.3(b)(iii), the
                           expiry date of such requested Letter of Credit would
                           occur more than twelve months after the date of
                           issuance or last renewal, unless the Required Lenders
                           have approved such expiry date;

                                    (C)  the expiry date of such requested
                           Letter of Credit would occur more than one year after
                           the scheduled Maturity Date, unless all Lenders have
                           approved such expiry date;

                                    (D)  the issuance of such Letter of Credit
                           would violate one or more policies of the L/C Issuer;
                           or

                                       22

<PAGE>

                                    (E)  such Letter of Credit is in an initial
                           amount less than $100,000, in the case of a
                           commercial Letter of Credit, or $250,000, in the case
                           of a standby Letter of Credit, or is to be
                           denominated in a currency other than Dollars.

                           (iii)    The L/C Issuer shall be under no obligation
         to amend any Letter of Credit if (A) the L/C Issuer would have no
         obligation at such time to issue such Letter of Credit in its amended
         form under the terms hereof, or (B) the beneficiary of such Letter of
         Credit does not accept the proposed amendment to such Letter of Credit.

                  (b)      Procedures for Issuance and Amendment of Letters of
Credit; Auto-Renewal Letters of Credit.

                           (i)      Each Letter of Credit shall be issued or
         amended, as the case may be, upon the request of the Company delivered
         to the L/C Issuer (with a copy to the Administrative Agent) in the form
         of a Letter of Credit Application, appropriately completed and signed
         by a Responsible Officer of the Company. Such Letter of Credit
         Application must be received by the L/C Issuer and the Administrative
         Agent not later than 10:00 a.m. at least two Business Days (or such
         later date and time as the L/C Issuer may agree in a particular
         instance in its sole discretion) prior to the proposed issuance date or
         date of amendment, as the case may be. In the case of a request for the
         initial issuance of a Letter of Credit, such Letter of Credit
         Application shall specify in form and detail satisfactory to the L/C
         Issuer: (A) the proposed issuance date of the requested Letter of
         Credit (which shall be a Business Day); (B) the amount thereof; (C) the
         expiry date thereof; (D) the name and address of the beneficiary
         thereof; (E) the documents to be presented by such beneficiary in case
         of any drawing thereunder; (F) the full text of any certificate to be
         presented by such beneficiary in case of any drawing thereunder; and
         (G) such other matters as the L/C Issuer may require. In the case of a
         request for an amendment of any outstanding Letter of Credit, such
         Letter of Credit Application shall specify in form and detail
         satisfactory to the L/C Issuer (1) the Letter of Credit to be amended;
         (2) the proposed date of amendment thereof (which shall be a Business
         Day); (3) the nature of the proposed amendment; and (4) such other
         matters as the L/C Issuer may require.

                           (ii)     Promptly after receipt of any Letter of
         Credit Application, the L/C Issuer will confirm with the Administrative
         Agent (by telephone or in writing) that the Administrative Agent has
         received a copy of such Letter of Credit Application from the Company
         and, if not, the L/C Issuer will provide the Administrative Agent with
         a copy thereof. Upon receipt by the L/C Issuer of confirmation from the
         Administrative Agent that the requested issuance or amendment is
         permitted in accordance with the terms hereof, then, subject to the
         terms and conditions hereof, the L/C Issuer shall, on the requested
         date, issue a Letter of Credit for the account of the Company or enter
         into the applicable amendment, as the case may be, in each case in
         accordance with the L/C Issuer's usual and customary business
         practices. Immediately upon the issuance of each Letter of Credit, each
         Lender shall be deemed to, and hereby irrevocably and unconditionally
         agrees to, purchase from the L/C Issuer a risk participation in such
         Letter

                                       23

<PAGE>

         of Credit in an amount equal to the product of such Lender's Pro Rata
         Share times the amount of such Letter of Credit.

                           (iii)    If the Company so requests in any applicable
         Letter of Credit Application, the L/C Issuer may, in its sole and
         absolute discretion, agree to issue a Letter of Credit that has
         automatic renewal provisions (each, an "Auto-Renewal Letter of
         Credit"); provided that any such Auto-Renewal Letter of Credit must
         permit the L/C Issuer to prevent any such renewal at least once in each
         twelve-month period (commencing with the date of issuance of such
         Letter of Credit) by giving prior notice to the beneficiary thereof not
         later than a day (the "Nonrenewal Notice Date") in each such
         twelve-month period to be agreed upon at the time such Letter of Credit
         is issued. Unless otherwise directed by the L/C Issuer, the Company
         shall not be required to make a specific request to the L/C Issuer for
         any such renewal. Once an Auto-Renewal Letter of Credit has been
         issued, the Lenders shall be deemed to have authorized (but may not
         require) the L/C Issuer to permit the renewal of such Letter of Credit
         at any time to an expiry date not later than one year following the
         Maturity Date; provided that the L/C Issuer shall not permit any such
         renewal if (A) the L/C Issuer has determined that it would have no
         obligation at such time to issue such Letter of Credit in its renewed
         form under the terms hereof (by reason of the provisions of Section
         2.3(a)(ii) or otherwise), or (B) it has received notice (which may be
         by telephone or in writing) on or before the day that is two Business
         Days before the Nonrenewal Notice Date (1) from the Administrative
         Agent that the Required Lenders have elected not to permit such renewal
         or (2) from the Administrative Agent, any Lender or the Company that
         one or more of the applicable conditions specified in Section 4.2 is
         not then satisfied.

                           (iv)     Promptly after its delivery of any Letter of
         Credit or any amendment to a Letter of Credit to an advising bank with
         respect thereto or to the beneficiary thereof, the L/C Issuer will also
         deliver to the Company and the Administrative Agent a true and complete
         copy of such Letter of Credit or amendment.

                  (c)      Drawings and Reimbursements; Funding of
                           Participations.

                           (i)      Upon receipt from the beneficiary of any
         Letter of Credit of any notice of a drawing under such Letter of
         Credit, the L/C Issuer shall notify the Company and the Administrative
         Agent of its receipt of such notice and the amount of the requested
         drawing. Not later than 9:00 a.m. on the date of any payment by the L/C
         Issuer under a Letter of Credit (each such date, an "Honor Date"), the
         Company shall reimburse the L/C Issuer through the Administrative Agent
         in an amount equal to the amount of such drawing. If the Company fails
         to so reimburse the L/C Issuer by such time, the Administrative Agent
         shall promptly notify each Lender of the Honor Date, the amount of the
         unreimbursed drawing (the "Unreimbursed Amount"), and the amount of
         such Lender's Pro Rata Share thereof. In such event, the Company shall
         be deemed to have requested a Revolving Borrowing of Base Rate Loans to
         be disbursed on the Honor Date in an amount equal to the Unreimbursed
         Amount, without regard to the minimum and multiples specified in
         Section 2.2 for the principal amount of Base Rate Loans, but subject to
         the amount of the unutilized portion of the Aggregate Commitments and
         the conditions set forth in Section 4.2 (other than the delivery of a
         Revolving Loan Notice).

                                       24

<PAGE>

         Any notice given by the L/C Issuer or the Administrative Agent pursuant
         to this Section 2.3(c)(i) may be given by telephone if immediately
         confirmed in writing; provided that the lack of such an immediate
         confirmation shall not affect the conclusiveness or binding effect of
         such notice.

                           (ii)     Each Lender (including the Lender acting as
         L/C Issuer) shall upon any notice pursuant to Section 2.3(c)(i) make
         funds available to the Administrative Agent for the account of the L/C
         Issuer at the Administrative Agent's Office in an amount equal to its
         Pro Rata Share of the Unreimbursed Amount not later than 11:00 a.m. on
         the Business Day specified in such notice by the Administrative Agent,
         whereupon, subject to the provisions of Section 2.3(c)(iii), each
         Lender that so makes funds available shall be deemed to have made a
         Base Rate Loan to the Company in such amount. The Administrative Agent
         shall remit the funds so received to the L/C Issuer.

                           (iii)    With respect to any Unreimbursed Amount that
         is not fully refinanced by a Revolving Borrowing of Base Rate Loans
         because the conditions set forth in Section 4.2 cannot be satisfied or
         for any other reason, the Company shall be deemed to have incurred from
         the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed
         Amount that is not so refinanced, which L/C Borrowing shall be due and
         payable on demand (together with interest) and shall bear interest at
         the Default Rate. In such event, each Lender's payment to the
         Administrative Agent for the account of the L/C Issuer pursuant to
         Section 2.3(c)(ii) shall be deemed payment in respect of its
         participation in such L/C Borrowing and shall constitute an L/C Advance
         from such Lender in satisfaction of its participation obligation under
         this Section 2.3.

                           (iv)     Until each Lender funds its Revolving Loan
         or L/C Advance pursuant to this Section 2.3(c) to reimburse the L/C
         Issuer for any amount drawn under any Letter of Credit, interest in
         respect of such Lender's Pro Rata Share of such amount shall be solely
         for the account of the L/C Issuer.

                           (v)      Each Lender's obligation to make Revolving
         Loans or L/C Advances to reimburse the L/C Issuer for amounts drawn
         under Letters of Credit, as contemplated by this Section 2.3(c), shall
         be absolute and unconditional and shall not be affected by any
         circumstance, including (A) any set-off, counterclaim, recoupment,
         defense or other right which such Lender may have against the L/C
         Issuer, the Company or any other Person for any reason whatsoever; (B)
         the occurrence or continuance of a Default, or (C) any other
         occurrence, event or condition, whether or not similar to any of the
         foregoing; provided that each Lender's obligation to make Revolving
         Loans pursuant to this Section 2.3(c) is subject to the conditions set
         forth in Section 4.2(other than delivery by the Company of a Revolving
         Loan Notice). No such making of an L/C Advance shall relieve or
         otherwise impair the obligation of the Company to reimburse the L/C
         Issuer for the amount of any payment made by the L/C Issuer under any
         Letter of Credit, together with interest as provided herein.

                           (vi)     If any Lender fails to make available to the
         Administrative Agent for the account of the L/C Issuer any amount
         required to be paid by such Lender pursuant to the foregoing provisions
         of this Section 2.3(c) by the time specified in Section

                                       25

<PAGE>

         2.3(c)(ii), the L/C Issuer shall be entitled to recover from such
         Lender (acting through the Administrative Agent), on demand, such
         amount with interest thereon for the period from the date such payment
         is required to the date on which such payment is immediately available
         to the L/C Issuer at a rate per annum equal to the Federal Funds Rate
         from time to time in effect. A certificate of the L/C Issuer submitted
         to any Lender (through the Administrative Agent) with respect to any
         amounts owing under this clause (vi) shall be conclusive absent
         manifest error.

                  (d)      Repayment of Participations.

                           (i)      At any time after the L/C Issuer has made a
         payment under any Letter of Credit and has received from any Lender
         such Lender's L/C Advance in respect of such payment in accordance with
         Section 2.3(c), if the Administrative Agent receives for the account of
         the L/C Issuer any payment in respect of the related Unreimbursed
         Amount or interest thereon (whether directly from the Company or
         otherwise, including proceeds of Cash Collateral applied thereto by the
         Administrative Agent), the Administrative Agent will distribute to such
         Lender its Pro Rata Share thereof (appropriately adjusted, in the case
         of interest payments, to reflect the period of time during which such
         Lender's L/C Advance was outstanding) in the same funds as those
         received by the Administrative Agent.

                           (ii)     If any payment received by the
         Administrative Agent for the account of the L/C Issuer pursuant to
         Section 2.3(c)(i) is required to be returned under any of the
         circumstances described in Section 10.6 (including pursuant to any
         settlement entered into by the L/C Issuer in its discretion), each
         Lender shall pay to the Administrative Agent for the account of the L/C
         Issuer its Pro Rata Share thereof on demand of the Administrative
         Agent, plus interest thereon from the date of such demand to the date
         such amount is returned by such Lender, at a rate per annum equal to
         the Federal Funds Rate from time to time in effect.

                  (e)      Role of L/C Issuer. Each Lender and the Company agree
that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not
have any responsibility to obtain any document (other than any sight draft,
certificates and documents expressly required by the Letter of Credit) or to
ascertain or inquire as to the validity or accuracy of any such document or the
authority of the Person executing or delivering any such document. None of the
L/C Issuer, any Agent-Related Person nor any of the respective correspondents,
participants or assignees of the L/C Issuer shall be liable to any Lender for
(i) any action taken or omitted in connection herewith at the request or with
the approval of the Lenders or the Required Lenders, as applicable; (ii) any
action taken or omitted in the absence of gross negligence or willful
misconduct; or (iii) the due execution, effectiveness, validity or
enforceability of any document or instrument related to any Letter of Credit or
Letter of Credit Application. The Company hereby assumes all risks of the acts
or omissions of any beneficiary or transferee with respect to its use of any
Letter of Credit; provided that this assumption is not intended to, and shall
not, preclude the Company's pursuing such rights and remedies as it may have
against the beneficiary or transferee at law or under any other agreement,
whether before or after any drawing by such beneficiary or transferee. None of
the L/C Issuer, any Agent-Related Person, or any of the respective
correspondents, participants or assignees of the L/C Issuer, shall be liable or

                                       26

<PAGE>

responsible for any of the matters described in clauses (i) through (v) of
Section 2.3(e); provided that anything in such clauses to the contrary
notwithstanding, the Company may have a claim against the L/C Issuer, and the
L/C Issuer may be liable to the Company, to the extent, but only to the extent,
of any direct, as opposed to consequential or exemplary, damages suffered by the
Company which the Company proves were caused by the L/C Issuer's willful
misconduct or gross negligence or the L/C Issuer's willful failure to pay under
any Letter of Credit after the presentation to it by the beneficiary of a sight
draft and certificate(s) strictly complying with the terms and conditions of a
Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C
Issuer may accept documents that appear on their face to be in order, without
responsibility for further investigation, regardless of any notice or
information to the contrary, and the L/C Issuer shall not be responsible for the
validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign a Letter of Credit or the rights or benefits
thereunder or proceeds thereof, in whole or in part, which may prove to be
invalid or ineffective for any reason.

                  (f)      Obligations Absolute. The obligation of the Company
to reimburse the L/C Issuer for each drawing under each Letter of Credit and to
repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and
shall be paid strictly in accordance with the terms of this Agreement under all
circumstances, including the following:

                           (i)      any lack of validity or enforceability of
         such Letter of Credit, this Agreement, or any other agreement or
         instrument relating thereto;

                           (ii)     the existence of any claim, counterclaim,
         set-off, defense or other right that the Company may have at any time
         against any beneficiary or any transferee of such Letter of Credit (or
         any Person for whom any such beneficiary or any such transferee may be
         acting), the L/C Issuer or any other Person, whether in connection with
         this Agreement, the transactions contemplated hereby or by such Letter
         of Credit or any agreement or instrument relating thereto, or any
         unrelated transaction;

                           (iii)    any draft, demand, certificate or other
         document presented under such Letter of Credit proving to be forged,
         fraudulent, invalid or insufficient in any respect or any statement
         therein being untrue or inaccurate in any respect; or any loss or delay
         in the transmission or otherwise of any document required in order to
         make a drawing under such Letter of Credit;

                           (iv)     any payment by the L/C Issuer under such
         Letter of Credit against presentation of a draft or certificate that
         does not strictly comply with the terms of such Letter of Credit; or
         any payment made by the L/C Issuer under such Letter of Credit to any
         Person purporting to be a trustee in bankruptcy, debtor-in-possession,
         assignee for the benefit of creditors, liquidator, receiver or other
         representative of or successor to any beneficiary or any transferee of
         such Letter of Credit, including any arising in connection with any
         proceeding under any Debtor Relief Law; or

                           (v)      any other circumstance or happening
         whatsoever, whether or not similar to any of the foregoing, including
         any other circumstance that might otherwise constitute a defense
         available to, or a discharge of, the Company.

                                       27

<PAGE>

         The Company shall promptly examine a copy of each Letter of Credit and
each amendment thereto that is delivered to it and, in the event of any claim of
noncompliance with the Company's instructions or other irregularity, the Company
will immediately notify the L/C Issuer. The Company shall be conclusively deemed
to have waived any such claim against the L/C Issuer and its correspondents
unless such notice is given as aforesaid.

                  (g)      Cash Collateral. If, as of the Maturity Date, any
Letter of Credit for any reason remains partially or wholly undrawn, the Company
shall immediately Cash Collateralize all outstanding Letters of Credit in an
amount equal to the undrawn amount of such Letters of Credit. For purposes
hereof, "Cash Collateralize" means to pledge and deposit with or deliver to the
Administrative Agent, for the benefit of the L/C Issuer and the Lenders, as
collateral for the undrawn amount under a Letter of Credit, cash or deposit
account balances pursuant to documentation in form and substance satisfactory to
the Administrative Agent and the L/C Issuer (which documents are hereby
consented to by the Lenders). Derivatives of such term have corresponding
meanings. The Company hereby grants to the Administrative Agent, for the benefit
of the L/C Issuer and the Lenders, a security interest in all such cash, deposit
accounts and all balances therein and all proceeds of the foregoing. Cash
collateral shall be maintained in blocked, non-interest bearing deposit accounts
at Bank of America.

                  (h)      Letter of Credit Fees. The Company shall pay to the
Administrative Agent for the account of each Lender in accordance with its Pro
Rata Share (i) a letter of credit fee for each commercial Letter of Credit equal
to 1/8 of 1% per annum times the daily maximum amount available to be drawn
under such Letter of Credit and (ii) a letter of credit fee for each standby
Letter of Credit equal to the Applicable Rate times the daily maximum amount
available to be drawn under such Letter of Credit; provided that, upon the
request of the Required Lenders while any Event of Default exists, the rate per
annum at which all Letter of Credit fees are calculated shall be increased by
2%. Such letter of credit fees shall be computed on a quarterly basis in
arrears. Such letter of credit fees shall be due and payable (x) on the first
Business Day of each January, April, July and October, commencing October 1,
2002 (or, if later, on the first such date to occur after the issuance of such
Letter of Credit), (y) on the earlier of (i) the scheduled Maturity Date and
(ii) the date on which the Obligations are accelerated pursuant to Section 8.2,
and (z) thereafter on demand. If there is any change in the Applicable Rate
during any quarter, the daily maximum amount of each standby Letter of Credit
shall be computed and multiplied by the Applicable Rate separately for each
period during such quarter that such Applicable Rate was in effect.

                  (i)      Fronting Fee and Documentary and Processing Charges
Payable to L/C Issuer. The Company shall pay directly to the L/C Issuer for its
own account such fronting fees with respect to Letters of Credit as specified in
a separate fee letter between the Company and the L/C Issuer. In addition, the
Company shall pay directly to the L/C Issuer for its own account the customary
issuance, presentation, amendment and other processing fees, and other standard
costs and charges, of the L/C Issuer relating to letters of credit as from time
to time in effect. Such customary fees and standard costs and charges are due
and payable on demand and are nonrefundable.

                  (j)      Applicability of ISP98 and UCP. Unless otherwise
expressly agreed by the L/C Issuer and the Company when a Letter of Credit is
issued (including any such agreement

                                       28

<PAGE>

applicable to an Existing Letter of Credit), (i) the rules of the "International
Standby Practices 1998" published by the Institute of International Banking Law
& Practice (or such later version thereof as may be in effect at the time of
issuance) shall apply to each standby Letter of Credit, and (ii) the rules of
the Uniform Customs and Practice for Documentary Credits, as most recently
published by the International Chamber of Commerce (the "ICC") at the time of
issuance (including the ICC decision published by the Commission on Banking
Technique and Practice on April 6, 1998 regarding the European single currency
(euro)) shall apply to each commercial Letter of Credit.

                  (k)      Conflict with Letter of Credit Application. In the
event of any conflict between the terms hereof and the terms of any Letter of
Credit Application, the terms hereof shall control.

         2.4      SWING LINE LOANS.

                  (a)      The Swing Line. Subject to the terms and conditions
set forth herein, the Swing Line Lender may (in its sole and absolute
discretion) make a portion of the credit otherwise available to the Company
under the Aggregate Commitments by making swing line loans (each such loan, a
"Swing Line Loan") to the Company from time to time on any Business Day during
the Availability Period in an aggregate amount not to exceed at any time
outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that
such Swing Line Loans, when aggregated with the Pro Rata Share of the
Outstanding Amount of Revolving Loans and L/C Obligations of the Lender acting
as Swing Line Lender may exceed the amount of such Lender's Commitment; provided
that after giving effect to any Swing Line Loan, (i) the Total Outstandings
shall not exceed the Aggregate Commitments, and (ii) the aggregate Outstanding
Amount of the Revolving Loans of any Lender, plus such Lender's Pro Rata Share
of the Outstanding Amount of all L/C Obligations, plus such Lender's Pro Rata
Share of the Outstanding Amount of all Swing Line Loans shall not exceed such
Lender's Commitment, and provided, further, that the Company shall not use the
proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan.
Within the foregoing limits, and subject to the other terms and conditions
hereof, the Company may, subject to the agreement of the Swing Line Lender,
borrow under this Section 2.4, prepay under Section 2.5, and reborrow under this
Section 2.4. Immediately upon the making of a Swing Line Loan, each Lender shall
be deemed to, and hereby irrevocably and unconditionally agrees to, purchase
from the Swing Line Lender a risk participation in such Swing Line Loan in an
amount equal to the product of such Lender's Pro Rata Share times the amount of
such Swing Line Loan.

                  (b)      Borrowing Procedures. Each Swing Line Borrowing shall
be made upon the Company's irrevocable notice to the Swing Line Lender and the
Administrative Agent, which may be given by telephone. Each such notice must be
received by the Swing Line Lender and the Administrative Agent not later than
10:00 a.m. on the requested borrowing date, and shall specify (i) the amount to
be borrowed, which shall be a minimum of $500,000, and (ii) the requested
borrowing date, which shall be a Business Day. Each such telephonic notice must
be confirmed promptly by delivery to the Swing Line Lender and the
Administrative Agent of a written Swing Line Loan Notice, appropriately
completed and signed by a Responsible Officer of the Company. Promptly after
receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the
Swing Line Lender will confirm with the Administrative Agent (by telephone

                                       29

<PAGE>

or in writing) that the Administrative Agent has also received such Swing Line
Loan Notice and, if not, the Swing Line Lender will notify the Administrative
Agent (by telephone or in writing) of the contents thereof. Unless the Swing
Line Lender has received notice (by telephone or in writing) from the
Administrative Agent (including at the request of any Lender) prior to 11:00
a.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing
Line Lender not to make such Swing Line Loan as a result of the limitations set
forth in the proviso to the first sentence of Section 2.4(a), or (B) that one or
more of the applicable conditions specified in Article IV is not then satisfied,
then, subject to the terms and conditions hereof, the Swing Line Lender may (in
its sole and absolute discretion), not later than 12:00 noon on the borrowing
date specified in such Swing Line Loan Notice, make the amount of its Swing Line
Loan available to the Company at its office by crediting the account of the
Company on the books of the Swing Line Lender in immediately available funds.

                  (c)      Refinancing of Swing Line Loans.

                           (i)      The Swing Line Lender at any time in its
         sole and absolute discretion may request, on behalf of the Company
         (which hereby irrevocably authorizes the Swing Line Lender to so
         request on its behalf), that each Lender make a Base Rate Loan in an
         amount equal to such Lender's Pro Rata Share of the amount of Swing
         Line Loans then outstanding. Such request shall be made in writing
         (which written request shall be deemed to be a Revolving Loan Notice
         for purposes hereof) and in accordance with the requirements of Section
         2.2, without regard to the minimum and multiples specified therein for
         the principal amount of Base Rate Loans, but subject to the unutilized
         portion of the Aggregate Commitments and the conditions set forth in
         Section 4.2. The Swing Line Lender shall furnish the Company with a
         copy of the applicable Revolving Loan Notice promptly after delivering
         such notice to the Administrative Agent. Each Lender shall make an
         amount equal to its Pro Rata Share of the amount specified in such
         Revolving Loan Notice available to the Administrative Agent in
         immediately available funds for the account of the Swing Line Lender at
         the Administrative Agent's Office not later than 10:00 a.m. on the day
         specified in such Revolving Loan Notice, whereupon, subject to Section
         2.4(c)(ii), each Lender that so makes funds available shall be deemed
         to have made a Base Rate Loan to the Company in such amount. The
         Administrative Agent shall remit the funds so received to the Swing
         Line Lender.

                           (ii)     If for any reason any Swing Line Loan cannot
         be refinanced by such a Revolving Borrowing, in accordance with Section
         2.4(c)(i), the request for Base Rate Loans submitted by the Swing Line
         Lender as set forth herein shall be deemed to be a request by the Swing
         Line Lender that each of the Lenders fund its risk participation in the
         relevant Swing Line Loan and each Lender's payment to the
         Administrative Agent for the account of the Swing Line Lender pursuant
         to Section 2. 4(c)(i) shall be deemed payment in respect of such
         participation.

                           (iii)    If any Lender fails to make available to the
         Administrative Agent for the account of the Swing Line Lender any
         amount required to be paid by such Lender pursuant to the foregoing
         provisions of this Section 2.4(c) by the time specified in Section
         2.4(c)(i), the Swing Line Lender shall be entitled to recover from such
         Lender

                                       30

<PAGE>

         (acting through the Administrative Agent), on demand, such amount with
         interest thereon for the period from the date such payment is required
         to the date on which such payment is immediately available to the Swing
         Line Lender at a rate per annum equal to the Federal Funds Rate from
         time to time in effect. A certificate of the Swing Line Lender
         submitted to any Lender (through the Administrative Agent) with respect
         to any amounts owing under this clause (iii) shall be conclusive absent
         manifest error.

                           (iv)     Each Lender's obligation to make Revolving
         Loans or to purchase and fund risk participations in Swing Line Loans
         pursuant to this Section 2.4(c) shall be absolute and unconditional and
         shall not be affected by any circumstance, including (A) any set-off,
         counterclaim, recoupment, defense or other right which such Lender may
         have against the Swing Line Lender, the Company or any other Person for
         any reason whatsoever, (B) the occurrence or continuance of a Default,
         or (C) any other occurrence, event or condition, whether or not similar
         to any of the foregoing; provided that each Lender's obligation to make
         Revolving Loans pursuant to this Section 2.4(c) is subject to the
         conditions set forth in Section 4.2. No such funding of risk
         participations shall relieve or otherwise impair the obligation of the
         Company to repay Swing Line Loans, together with interest as provided
         herein.

                  (d)      Repayment of Participations.

                           (i)      At any time after any Lender has purchased
         and funded a risk participation in a Swing Line Loan, if the Swing Line
         Lender receives any payment on account of such Swing Line Loan, the
         Swing Line Lender will distribute to such Lender its Pro Rata Share of
         such payment (appropriately adjusted, in the case of interest payments,
         to reflect the period of time during which such Lender's risk
         participation was funded) in the same funds as those received by the
         Swing Line Lender.

                           (ii)     If any payment received by the Swing Line
         Lender in respect of principal or interest on any Swing Line Loan is
         required to be returned by the Swing Line Lender under any of the
         circumstances described in Section 10.6 (including pursuant to any
         settlement entered into by the Swing Line Lender in its discretion),
         each Lender shall pay to the Swing Line Lender its Pro Rata Share
         thereof on demand of the Administrative Agent, plus interest thereon
         from the date of such demand to the date such amount is returned, at a
         rate per annum equal to the Federal Funds Rate. The Administrative
         Agent will make such demand upon the request of the Swing Line Lender.

                  (e)      Interest for Account of Swing Line Lender. The Swing
Line Lender shall be responsible for invoicing the Company for interest on the
Swing Line Loans. Until each Lender funds its Base Rate Loan or risk
participation pursuant to this Section 2.4 to refinance such Lender's Pro Rata
Share of any Swing Line Loan, interest in respect of such Pro Rata Share shall
be solely for the account of the Swing Line Lender.

                  (f)      Payments Directly to Swing Line Lender. The Company
shall make all payments of principal and interest in respect of the Swing Line
Loans directly to the Swing Line Lender.

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<PAGE>

         2.5      PREPAYMENTS.

                  (a)      The Company may, upon notice to the Administrative
Agent, at any time or from time to time voluntarily prepay Revolving Loans in
whole or in part without premium or penalty; provided that (i) such notice must
be received by the Administrative Agent not later than 10:00 a.m. (A) three
Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B)
on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar
Rate Loans shall be in a principal amount of $2,000,000 or a whole multiple of
$1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall
be in a principal amount of $500,000 or a whole multiple of $100,000 in excess
thereof or, in each case, if less, the entire principal amount thereof then
outstanding. Each such notice shall specify the date and amount of such
prepayment and the Type(s) of Revolving Loans to be prepaid. The Administrative
Agent will promptly notify each Lender of its receipt of each such notice, and
of the amount of such Lender's Pro Rata Share of such prepayment. If such notice
is given by the Company, the Company shall make such prepayment and the payment
amount specified in such notice shall be due and payable on the date specified
therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all
accrued interest thereon, together with any additional amounts required pursuant
to Section 3.4. Each such prepayment shall be applied to the Revolving Loans of
the Lenders in accordance with their respective Pro Rata Shares.

                  (b)      The Company may, upon notice to the Swing Line Lender
(with a copy to the Administrative Agent), at any time or from time to time,
voluntarily prepay Swing Line Loans in whole or in part without premium or
penalty; provided that (i) such notice must be received by the Swing Line Lender
and the Administrative Agent not later than 10:00 a.m. on the date of the
prepayment, and (ii) any such prepayment shall be in a minimum principal amount
of $100,000. Each such notice shall specify the date and amount of such
prepayment. If such notice is given by the Company, the Company shall make such
prepayment and the payment amount specified in such notice shall be due and
payable on the date specified therein.

                  (c)      If for any reason the Total Outstandings at any time
exceed the Aggregate Commitments then in effect, the Company shall immediately
prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate
amount equal to such excess; provided that the Company shall not be required to
Cash Collateralize the L/C Obligations pursuant to this Section 2.5(c) unless
after the prepayment in full of the Revolving Loans and Swing Line Loans the
Total Outstandings exceed the Aggregate Commitments then in effect.

         2.6      TERMINATION OR REDUCTION OF COMMITMENTS. The Company may, upon
notice to the Administrative Agent, terminate the Aggregate Commitments, or from
time to time permanently reduce the Aggregate Commitments; provided that (i) any
such notice shall be received by the Administrative Agent not later than 10:00
a.m. five Business Days prior to the date of termination or reduction, (ii) any
such partial reduction shall be in an aggregate amount of $10,000,000 or any
whole multiple of $1,000,000 in excess thereof, (iii) the Company shall not
terminate or reduce the Aggregate Commitments if, after giving effect thereto
and to any concurrent prepayments hereunder, the Total Outstandings would exceed
the Aggregate Commitments, and (iv) if, after giving effect to any reduction of
the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line
Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be
automatically reduced by the amount of such excess. The

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<PAGE>

Administrative Agent will promptly notify the Lenders of any such notice of
termination or reduction of the Aggregate Commitments. Any reduction of the
Aggregate Commitments shall be applied to the Commitment of each Lender
according to its Pro Rata Share. All commitment fees accrued until the effective
date of any termination of the Aggregate Commitments shall be paid on the
effective date of such termination.

         2.7      REPAYMENT OF LOANS.

                  (a)      The Company shall repay to the Lenders on the
Maturity Date the aggregate principal amount of Revolving Loans outstanding on
such date.

                  (b)      The Company shall repay each Swing Line Loan on the
Maturity Date.

         2.8      INTEREST.

                  (a)      Subject to the provisions of subsection (b) below,
(i) each Eurodollar Rate Loan shall bear interest on the outstanding principal
amount thereof for each Interest Period at a rate per annum equal to the
Eurodollar Rate for such Interest Period plus the Applicable Rate; (ii) each
Base Rate Loan shall bear interest on the outstanding principal amount thereof
from the applicable borrowing date at a rate per annum equal to the Base Rate
plus the Applicable Rate and (iii) each Swing Line Loan shall bear interest on
the outstanding principal amount thereof from the applicable borrowing date at a
rate per annum equal to the Base Rate plus the Applicable Rate.

                  (b)      If any amount payable by the Company under any Loan
Document is not paid when due (without regard to any applicable grace periods),
whether at stated maturity, by acceleration or otherwise, such amount shall
thereafter bear interest at a fluctuating interest rate per annum at all times
equal to the Default Rate to the fullest extent permitted by applicable Laws.
Furthermore, upon the request of the Required Lenders while any Event of Default
exists, the Company shall pay interest on the principal amount of all
outstanding Obligations hereunder at a fluctuating interest rate per annum at
all times equal to the Default Rate to the fullest extent permitted by
applicable Laws. Accrued and unpaid interest on past due amounts (including
interest on past due interest) shall be due and payable upon demand.

                  (c)      Interest on each Loan shall be due and payable in
arrears on each Interest Payment Date applicable thereto and at such other times
as may be specified herein. Interest hereunder shall be due and payable in
accordance with the terms hereof before and after judgment, and before and after
the commencement of any proceeding under any Debtor Relief Law.

         2.9      FEES.

         In addition to certain fees described in subsections (h) and (i) of
Section 2.3:

                  (a)      Commitment Fee. The Company shall pay to the
Administrative Agent for the account of each Lender in accordance with its Pro
Rata Share, a commitment fee equal to the Applicable Rate times the actual daily
amount by which the Aggregate Commitments exceed the sum of (i) the Outstanding
Amount of Revolving Loans and (ii) the Outstanding Amount of

                                       33

<PAGE>

L/C Obligations. The commitment fee shall accrue at all times during the
Availability Period, including at any time during which one or more of the
conditions in Article IV is not met, and shall be due and payable quarterly in
arrears on the first Business Day of each January, April, July and October,
commencing on October 1, 2002, and on the Maturity Date. The commitment fee
shall be calculated quarterly in arrears, and if there is any change in the
Applicable Rate during any quarter, the actual daily amount shall be computed
and multiplied by the Applicable Rate separately for each period during such
quarter that such Applicable Rate was in effect.

                  (b)      Other Fees. (i) The Company shall pay to the Arranger
and the Administrative Agent for their own respective accounts fees in the
amounts and at the times specified in the Fee Letter. Such fees shall be fully
earned when paid and shall not be refundable for any reason whatsoever.

                  (ii)     The Company shall pay to the Lenders such fees as
         shall have been separately agreed upon in writing in the amounts and at
         the times so specified. Such fees shall be fully earned when paid and
         shall not be refundable for any reason whatsoever.

         2.10     COMPUTATION OF INTEREST AND FEES. All computations of interest
for Base Rate Loans when the Base Rate is determined by Bank of America's "prime
rate" shall be made on the basis of a year of 365 or 366 days, as the case may
be, and actual days elapsed. All other computations of fees and interest shall
be made on the basis of a 360 day year and actual days elapsed (which results in
more fees or interest, as applicable, being paid than if computed on the basis
of a 365 day year). Interest shall accrue on each Loan for the day on which the
Loan is made, and shall not accrue on a Loan, or any portion thereof, for the
day on which the Loan or such portion is paid, provided that any Loan that is
repaid on the same day on which it is made shall, subject to Section 2.12(a),
bear interest for one day.

         2.11     EVIDENCE OF DEBT.

                  (a)      The Credit Extensions made by each Lender shall be
evidenced by one or more accounts or records maintained by such Lender and by
the Administrative Agent in the ordinary course of business. The accounts or
records maintained by the Administrative Agent and each Lender shall be
conclusive absent manifest error of the amount of the Credit Extensions made by
the Lenders to the Company and the interest and payments thereon. Any failure to
so record or any error in doing so shall not, however, limit or otherwise affect
the obligation of the Company hereunder to pay any amount owing with respect to
the Obligations. In the event of any conflict between the accounts and records
maintained by any Lender and the accounts and records of the Administrative
Agent in respect of such matters, the accounts and records of the Administrative
Agent shall control in the absence of manifest error. Upon the request of any
Lender made through the Administrative Agent, the Company shall execute and
deliver to such Lender (through the Administrative Agent) a Note, which shall
evidence such Lender's Loans in addition to such accounts or records. Each
Lender may attach schedules to its Note and endorse thereon the date, Type (if
applicable), amount and maturity of its Loans and payments with respect thereto.

                  (b)      In addition to the accounts and records referred to
in subsection (a), each Lender and the Administrative Agent shall maintain in
accordance with its usual practice

                                       34

<PAGE>

accounts or records evidencing the purchases and sales by such Lender of
participations in Letters of Credit and Swing Line Loans. In the event of any
conflict between the accounts and records maintained by the Administrative Agent
and the accounts and records of any Lender in respect of such matters, the
accounts and records of the Administrative Agent shall control in the absence of
manifest error.

         2.12     PAYMENTS GENERALLY.

                  (a)      All payments to be made by the Company shall be made
without condition or deduction for any counterclaim, defense, recoupment or
setoff. Except as otherwise expressly provided herein, all payments by the
Company hereunder shall be made to the Administrative Agent, for the account of
the respective Lenders to which such payment is owed, at the Administrative
Agent's Office in Dollars and in immediately available funds not later than
10:00 a.m. on the date specified herein. The Administrative Agent will promptly
distribute to each Lender its Pro Rata Share (or other applicable share as
provided herein) of such payment in like funds as received by wire transfer to
such Lender's Lending Office. All payments received by the Administrative Agent
after 10:00 a.m. shall be deemed received on the next succeeding Business Day
and any applicable interest or fee shall continue to accrue.

                  (b)      If any payment to be made by the Company shall come
due on a day other than a Business Day, payment shall be made on the next
following Business Day, and such extension of time shall be reflected in
computing interest or fees, as the case may be.

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

                           (i)      if the Company failed to make such payment,
         each Lender shall forthwith on demand repay to the Administrative Agent
         the portion of such assumed payment that was made available to such
         Lender in immediately available funds, together with interest thereon
         in respect of each day from and including the date such amount was made
         available by the Administrative Agent to such Lender to the date such
         amount is repaid to the Administrative Agent in immediately available
         funds, at the Federal Funds Rate from time to time in effect; and

                           (ii)     if any Lender failed to make such payment,
         such Lender shall forthwith on demand pay to the Administrative Agent
         the amount thereof in immediately available funds, together with
         interest thereon for the period from the date such amount was made
         available by the Administrative Agent to the Company to the date such
         amount is recovered by the Administrative Agent (the "Compensation
         Period") at a rate per annum equal to the Federal Funds Rate from time
         to time in effect. If such Lender pays such amount to the
         Administrative Agent, then such amount shall constitute such Lender's
         Revolving Loan included in the applicable Borrowing. If such Lender
         does not

                                       35

<PAGE>

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

         A notice of the Administrative Agent to any Lender or the Company with
respect to any amount owing under this subsection (c) shall be conclusive,
absent manifest error.

                  (d)      If any Lender makes available to the Administrative
Agent funds for any Loan to be made by such Lender as provided in the foregoing
provisions of this Article II, and such funds are not made available to the
Company by the Administrative Agent because the conditions to the applicable
Credit Extension set forth in Article IV are not satisfied or waived in
accordance with the terms hereof, the Administrative Agent shall return such
funds (in like funds as received from such Lender) to such Lender, without
interest.

                  (e)      The obligations of the Lenders hereunder to make
Revolving Loans and to fund participations in Letters of Credit and Swing Line
Loans are several and not joint. The failure of any Lender to make any Revolving
Loan or to fund any such participation on any date required hereunder shall not
relieve any other Lender of its corresponding obligation to do so on such date,
and no Lender shall be responsible for the failure of any other Lender to so
make its Revolving Loan or purchase its participation.

                  (f)      Nothing herein shall be deemed to obligate any Lender
to obtain the funds for any Loan in any particular place or manner or to
constitute a representation by any Lender that it has obtained or will obtain
the funds for any Loan in any particular place or manner.

         2.13     SHARING OF PAYMENTS. If, other than as expressly provided
elsewhere herein, any Lender shall obtain on account of the Revolving Loans made
by it, or the participations in L/C Obligations or in Swing Line Loans held by
it, any payment (whether voluntary, involuntary, through the exercise of any
right of set-off, or otherwise) in excess of its ratable share (or other share
contemplated hereunder) thereof, such Lender shall immediately (a) notify the
Administrative Agent of such fact, and (b) purchase from the other Lenders such
participations in the Revolving Loans made by them and/or such subparticipations
in the participations in L/C Obligations or Swing Line Loans held by them, as
the case may be, as shall be necessary to cause such purchasing Lender to share
the excess payment in respect of such Revolving Loans or such participations, as
the case may be, pro rata with each of them; provided that if all or any portion
of such excess payment is thereafter recovered from the purchasing Lender under
any of the circumstances described in Section 10.6 (including pursuant to any
settlement entered into by the purchasing Lender in its discretion), such
purchase shall to that extent be rescinded and each other Lender shall repay to
the purchasing Lender the purchase price paid therefor, together with an amount
equal to such paying Lender's ratable share (according to the proportion of (i)
the amount of such paying Lender's required repayment to (ii) the total amount
so recovered from the purchasing Lender) of any interest or other amount paid or
payable by the purchasing Lender

                                       36

<PAGE>

in respect of the total amount so recovered, without further interest thereon.
The Company agrees that any Lender so purchasing a participation from another
Lender may, to the fullest extent permitted by law, exercise all its rights of
payment (including the right of set-off, but subject to Section 10.9) with
respect to such participation as fully as if such Lender were the direct
creditor of the Company in the amount of such participation. The Administrative
Agent will keep records (which shall be conclusive and binding in the absence of
manifest error) of participations purchased under this Section and will in each
case notify the Lenders following any such purchases or repayments. Each Lender
that purchases a participation pursuant to this Section shall from and after
such purchase have the right to give all notices, requests, demands, directions
and other communications under this Agreement with respect to the portion of the
Obligations purchased to the same extent as though the purchasing Lender were
the original owner of the Obligations purchased.

                                  ARTICLE III
                     TAXES, YIELD PROTECTION AND ILLEGALITY

         3.1      TAXES.

                  (a)      Any and all payments by the Company to or for the
account of the Administrative Agent or any Lender under any Loan Document shall
be made free and clear of and without deduction for any and all present or
future taxes, duties, levies, imposts, deductions, assessments, fees,
withholdings or similar charges, and all liabilities with respect thereto,
excluding, in the case of the Administrative Agent and each Lender, taxes
imposed on or measured by its overall net income, and franchise taxes imposed on
it (in lieu of net income taxes), by the jurisdiction (or any political
subdivision thereof) under the Laws of which the Administrative Agent or such
Lender, as the case may be, is organized or maintains a lending office (all such
non-excluded taxes, duties, levies, imposts, deductions, assessments, fees,
withholdings or similar charges, and liabilities being hereinafter referred to
as "Taxes"). If the Company shall be required by any Laws to deduct any Taxes
from or in respect of any sum payable under any Loan Document to the
Administrative Agent or any Lender, (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), each of the
Administrative Agent and such Lender receives an amount equal to the sum it
would have received had no such deductions been made, (ii) the Company shall
make such deductions, (iii) the Company shall pay the full amount deducted to
the relevant taxation authority or other authority in accordance with applicable
Laws, and (iv) within 30 days after the date of such payment, the Company shall
furnish to the Administrative Agent (which shall forward the same to such
Lender) the original or a certified copy of a receipt evidencing payment
thereof.

                  (b)      In addition, the Company agrees to pay any and all
present or future stamp, court or documentary taxes and any other excise or
property taxes or charges or similar levies which arise from any payment made
under any Loan Document or from the execution, delivery, performance,
enforcement or registration of, or otherwise with respect to, any Loan Document
(hereinafter referred to as "Other Taxes").

                  (c)      If the Company shall be required to deduct or pay any
Taxes or Other Taxes from or in respect of any sum payable under any Loan
Document to the Administrative

                                       37

<PAGE>

Agent or any Lender, the Company shall also pay to the Administrative Agent or
to such Lender, as the case may be, at the time interest is paid, such
additional amount that the Administrative Agent or such Lender specifies is
necessary to preserve the after-tax yield (after factoring in all taxes,
including taxes imposed on or measured by net income) that the Administrative
Agent or such Lender would have received if such Taxes or Other Taxes had not
been imposed.

                  (d)      The Company agrees to indemnify the Administrative
Agent and each Lender for (i) the full amount of Taxes and Other Taxes
(including any Taxes or Other Taxes imposed or asserted by any jurisdiction on
amounts payable under this Section) paid by the Administrative Agent and such
Lender, (ii) amounts payable under Section 3.1(c) and (iii) any liability
(including additions to tax, penalties, interest and expenses) arising therefrom
or with respect thereto, in each case whether or not such Taxes or Other Taxes
were correctly or legally imposed or asserted by the relevant Governmental
Authority. Payment under this subsection (d) shall be made within 30 days after
the date the Lender or the Administrative Agent makes a demand therefor.

         3.2      ILLEGALITY. If any Lender determines that any Law has made it
unlawful, or that any Governmental Authority has asserted that it is unlawful,
for such Lender or its applicable Lending Office to make, maintain or fund
Eurodollar Rate Loans, or to determine or charge interest rates based upon the
Eurodollar Rate, then, on notice thereof by such Lender to the Company through
the Administrative Agent, any obligation of such Lender to make or continue
Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans
shall be suspended until such Lender notifies the Administrative Agent and the
Company that the circumstances giving rise to such determination no longer
exist. Upon receipt of such notice, the Company shall, upon demand from such
Lender (with a copy to the Administrative Agent), convert all Eurodollar Rate
Loans of such Lender to Base Rate Loans, either on the last day of the Interest
Period therefor or on such earlier date as such Lender may not lawfully continue
to maintain such Eurodollar Rate Loans. Upon any such conversion, the Company
shall also pay accrued interest on the amount so converted. Thereafter, for so
long as such circumstances continue, all Loans which would otherwise be made or
maintained by such Lender as Eurodollar Rate Loans shall be Base Rate Loans.
Each Lender agrees to designate a different Lending Office if such designation
will avoid the need for such notice and will not, in the good faith judgment of
such Lender, otherwise be materially disadvantageous to such Lender.

         3.3      INCREASED COST AND REDUCED RETURN; CAPITAL ADEQUACY; RESERVES
ON EURODOLLAR RATE LOANS.

                  (a)      If any Lender determines that as a result of the
introduction of or any change in or in the interpretation of any Law, or such
Lender's compliance therewith, there shall be any increase in the cost to such
Lender of agreeing to make or making, funding or maintaining Eurodollar Rate
Loans or issuing or participating in Letters of Credit, or a reduction in the
amount received or receivable by such Lender in connection with any of the
foregoing (excluding for purposes of this subsection (a) any such increased
costs or such reduction in amount resulting from (i) Taxes or Other Taxes (as to
which Section 3.1 shall govern), (ii) changes in the basis of taxation of
overall net income or overall gross income by the United States or any foreign
jurisdiction or any political subdivision of either thereof under the Laws of

                                       38

<PAGE>

which such Lender is organized or has its Lending Office, and (iii) reserve
requirements contemplated by Section 3.3(c)), then from time to time upon demand
of such Lender (with a copy of such demand to the Administrative Agent), the
Company shall pay to such Lender such additional amounts as will compensate such
Lender for such increased cost or such reduction in amount.

                  (b)      If any Lender determines that the introduction of, or
any change in or in the interpretation of, or compliance by such Lender (or its
Lending Office) with any Law regarding capital adequacy has the effect of
reducing the rate of return on the capital of such Lender or any corporation
controlling such Lender as a consequence of such Lender's obligations hereunder
(taking into consideration such Lender's or such corporation's policies with
respect to capital adequacy and such Lender's desired return on capital), then
from time to time upon demand of such Lender (with a copy of such demand to the
Administrative Agent), the Company shall pay to such Lender such additional
amounts as will compensate such Lender for such reduction.

                  (c)      The Company shall pay to each Lender, as long as such
Lender shall be required to maintain reserves with respect to liabilities or
assets consisting of or including Eurocurrency funds or deposits (currently
known as "Eurocurrency liabilities"), additional interest on the unpaid
principal amount of each Eurodollar Rate Loan equal to the actual costs of such
reserves allocated to such Loan by such Lender (as determined by such Lender in
good faith, which determination shall be conclusive), which shall be due and
payable on each date on which interest is payable on such Loan, provided the
Company shall have received at least 15 days' prior notice (with a copy to the
Administrative Agent) of such additional interest from such Lender. If a Lender
fails to give notice 15 days prior to the relevant Interest Payment Date, such
additional interest shall be due and payable 15 days from receipt of such
notice.

         3.4      FUNDING LOSSES. Upon demand of any Lender (with a copy to the
Administrative Agent) from time to time, the Company shall promptly compensate
such Lender for and hold such Lender harmless from any loss, cost or expense
incurred by it as a result of:

                  (a)      any continuation, conversion, payment or prepayment
of any Eurodollar Rate Loan on a day other than the last day of the Interest
Period for such Loan (whether voluntary, mandatory, automatic, by reason of
acceleration, or otherwise); or

                  (b)      any failure by the Company (for a reason other than
the failure of such Lender to make a Loan) to prepay, borrow, continue or
convert into any Eurodollar Rate Loan on the date or in the amount notified by
the Company;

including any loss or expense arising from the liquidation or reemployment of
funds obtained by it to maintain such Loan or from fees payable to terminate the
deposits from which such funds were obtained. The Company shall also pay any
customary administrative fees charged by such Lender in connection with the
foregoing.

For purposes of calculating amounts payable by the Company to the Lenders under
this Section 3.4, each Lender shall be deemed to have funded each Eurodollar
Rate Loan made by it at the Eurodollar Rate for such Loan by a matching deposit
or other borrowing in the London interbank

                                       39

<PAGE>

eurodollar market for a comparable amount and for a comparable period, whether
or not such Eurodollar Rate Loan was in fact so funded.

         3.5      INABILITY TO DETERMINE RATES. If the Required Lenders
determine that for any reason adequate and reasonable means do not exist for
determining the Eurodollar Rate for any requested Interest Period with respect
to a proposed Eurodollar Rate Loan, or that the Eurodollar Rate for any
requested Interest Period with respect to a proposed Eurodollar Rate Loan does
not adequately and fairly reflect the cost to such Lenders of funding such Loan,
the Administrative Agent will promptly so notify the Company and each Lender.
Thereafter, the obligation of the Lenders to make or maintain Eurodollar Rate
Loans shall be suspended until the Administrative Agent (upon the instruction of
the Required Lenders) revokes such notice. Upon receipt of such notice, the
Company may revoke any pending request for a Borrowing, of conversion to or
continuation of Eurodollar Rate Loans or, failing that, will be deemed to have
converted such request into a request for a Revolving Borrowing of Base Rate
Loans in the amount specified therein.

         3.6      MATTERS APPLICABLE TO ALL REQUESTS FOR COMPENSATION. A
certificate of the Administrative Agent or any Lender claiming compensation
under this Article III and setting forth the additional amount or amounts to be
paid to it hereunder shall be conclusive in the absence of manifest error. In
determining such amount, the Administrative Agent or such Lender may use any
reasonable averaging and attribution methods.

         3.7      SURVIVAL. All of the Company's obligations under this Article
III shall survive termination of the Aggregate Commitments and repayment of all
other Obligations hereunder.

                                   ARTICLE IV
                    CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

         4.1      CONDITIONS OF INITIAL CREDIT EXTENSION. The obligation of
each Lender to make its initial Credit Extension hereunder is subject to
satisfaction of the following conditions precedent:

                  (a)      The Administrative Agent's receipt of the following,
each of which shall be originals or facsimiles (followed promptly by originals)
unless otherwise specified, each properly executed by a Responsible Officer of
the signing Loan Party, each dated the Closing Date (or, in the case of
certificates of governmental officials, a recent date before the Closing Date)
and each in form and substance satisfactory to the Administrative Agent and its
legal counsel:

                           (i)      executed counterparts of this Agreement and
         the Guaranty, sufficient in number for distribution to the
         Administrative Agent, each Lender and the Company;

                           (ii)     a Note executed by the Company in favor of
         each Lender requesting a Note;

                           (iii)    such certificates of resolutions or other
         action, incumbency certificates and/or other certificates of
         Responsible Officers of each Loan Party as the

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<PAGE>

         Administrative Agent may require evidencing the identity, authority and
         capacity of each Responsible Officer thereof authorized to act as a
         officer in connection with this Agreement and the other Loan Documents
         to which such Loan Party is a party;

                           (iv)     such documents and certifications as the
         Administrative Agent may reasonably require to evidence that each Loan
         Party is duly organized or formed, validly existing and in good
         standing in the jurisdiction of its organization or formation;

                           (v)      opinions of (x) Orrick, Herrington &
         Sutcliffe LLP, counsel to the Loan Parties, and (y) Harry H. Kahn,
         general counsel of the Loan Parties, substantially in the form of
         Exhibits G and H, respectively;

                           (vi)     a certificate of a Responsible Officer of
         each Loan Party either (A) attaching copies of all consents, licenses
         and approvals required in connection with the execution, delivery and
         performance by such Loan Party and the validity against such Loan Party
         of the Loan Documents to which it is a party, and such consents,
         licenses and approvals shall be in full force and effect, or (B)
         stating that no such consents, licenses or approvals are so required;

                           (vii)    a certificate signed by a Responsible
         Officer of the Company certifying (A) that the conditions specified in
         Sections 4.2(a) and (b) have been satisfied, (B) that there has been no
         event or circumstance since the date of the Audited Financial
         Statements that has had or could be reasonably expected to have, either
         individually or in the aggregate, a Material Adverse Effect and (C) a
         calculation of the Leverage Ratio as of the last day of the fiscal
         quarter most recently ended prior to the Closing Date;

                           (viii)   evidence that the Existing Credit Agreement
         has been or concurrently with the Closing Date is being terminated; and

                           (ix)     such other assurances, certificates,
         documents, consents or opinions as the Administrative Agent, the L/C
         Issuer, the Swing Line Lender or the Required Lenders reasonably may
         require.

                  (b)      Any fees required to be paid on or before the Closing
Date shall have been paid.

                  (c)      Unless waived by the Administrative Agent, the
Company shall have paid all Attorney Costs of the Administrative Agent to the
extent invoiced prior to or on the Closing Date, plus such additional amounts of
Attorney Costs as shall constitute the Administrative Agent's reasonable
estimate of Attorney Costs incurred or to be incurred by it through the closing
proceedings (provided that such estimate shall not thereafter preclude a final
settling of accounts between the Company and the Administrative Agent).

         4.2      CONDITIONS TO ALL CREDIT EXTENSIONS.

         The obligation of each Lender to honor any Request for Credit Extension
(other than a Revolving Loan Notice requesting only a conversion of Revolving
Loans to the other Type or a continuation of Eurodollar Rate Loans) is subject
to the following conditions precedent:

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<PAGE>

                  (a)      The representations and warranties of the Company
contained in Article V shall be true and correct on and as of the date of such
Credit Extension, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they shall be true and
correct as of such earlier date.

                  (b)      No Default shall exist, or would result from such
proposed Credit Extension.

                  (c)      The Administrative Agent and, if applicable, the L/C
Issuer or the Swing Line Lender shall have received a Request for Credit
Extension in accordance with the requirements hereof.

                  (d)      The Administrative Agent shall have received, in form
and substance satisfactory to it, such other assurances, certificates, documents
or consents related to the foregoing as the Administrative Agent or the Required
Lenders reasonably may require.

         Each Request for Credit Extension (other than a Revolving Loan Notice
requesting only a conversion of Revolving Loans to the other Type or a
continuation of Eurodollar Rate Loans) submitted by the Company shall be deemed
to be a representation and warranty that the conditions specified in Sections
4.2(a) and (b) have been satisfied on and as of the date of the applicable
Credit Extension.

                                   ARTICLE V
                         REPRESENTATIONS AND WARRANTIES

         The Company represents and warrants to the Administrative Agent and the
Lenders that:

         5.1      EXISTENCE, QUALIFICATION AND POWER; COMPLIANCE WITH LAWS. Each
Loan Party (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 and all requisite governmental licenses, authorizations, consents
and approvals to (i) own its material assets and carry on its business
substantially as now conducted and (ii) execute, deliver and perform its
obligations under the Loan Documents to which it is a party, (c) is duly
qualified and is licensed and in good standing under the Laws of each
jurisdiction where its ownership, lease or operation of properties or the
conduct of its business requires such qualification or license, and (d) is in
compliance with all Laws; except in each case referred to in clause (b)(i), (c)
or (d), to the extent that failure to do so could not reasonably be expected to
have a Material Adverse Effect.

         5.2      AUTHORIZATION; NO CONTRAVENTION. The execution, delivery and
performance by each Loan Party of each Loan Document to which such Person is
party have been duly authorized by all necessary organizational action, and do
not and will not (a) contravene the terms of any of such Person's Organization
Documents; (b) conflict with or result in any breach or contravention of, or the
creation of any Lien under, (i) any Contractual Obligation to which such Person
is a party or (ii) any order, injunction, writ or decree of any Governmental
Authority or any arbitral award to which such Person or its property is subject;
or (c) violate any Law.

         5.3      THIRD PARTY AUTHORIZATION; OTHER CONSENTS. No approval,
consent, exemption, authorization, or other action by, or notice to, or filing
with, any Governmental Authority or any

                                       42

<PAGE>

other Person is necessary or required in connection with the execution, delivery
or performance by, or enforcement against, any Loan Party of any Loan Document
to which it is a party.

         5.4      BINDING EFFECT.

         This Agreement has been, and each other Loan Document, when delivered
hereunder, will have been, duly executed and delivered by each Loan Party that
is party thereto. This Agreement constitutes, and each other Loan Document when
so delivered will constitute, a legal, valid and binding obligation of each Loan
Party that is a party thereto, enforceable against such Loan Party in accordance
with its terms.

         5.5      LITIGATION. There is no action, suit, investigation or
proceeding pending or threatened in any court or before any arbitrator or
governmental authority that: (a) relates to the legality, validity or
enforceability of any provision of any Loan Document or any of the transactions
contemplated thereby, the rights or remedies of the Administrative Agent or any
Lender thereunder, the legality or propriety of any action taken or proposed to
be taken by the Administrative Agent or any Lender in connection therewith, or
the power or authority of any Loan Party to perform its obligations thereunder,
or (b) if adversely determined, would reasonably be expected to have a material
adverse effect on the ability of any Loan Party to perform its obligations under
or in connection with any Loan Document.

         5.6      NO DEFAULT. Neither the Company nor any Subsidiary is in
default under or with respect to any Contractual Obligation that could, either
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. No Default has occurred and is continuing or would result from
the consummation of the transactions contemplated by this Agreement or any other
Loan Document.

         5.7      ERISA COMPLIANCE.

                  (a)      Each Plan is in compliance in all material respects
with the applicable provisions of ERISA, the Code and other Federal or state
Laws. Each Plan that is intended to qualify under Section 401(a) of the Code has
received a favorable determination letter from the IRS or an application for
such a letter is currently being processed by the IRS with respect thereto and,
to the best knowledge of the Company, nothing has occurred which would prevent,
or cause the loss of, such qualification. The Company and each ERISA Affiliate
have made all required contributions to each Plan subject to Section 412 of the
Code, and no application for a funding waiver or an extension of any
amortization period pursuant to Section 412 of the Code has been made with
respect to any Plan.

                  (b)      There are no pending or, to the best knowledge of the
Company, threatened claims, actions or lawsuits, or action by any Governmental
Authority, with respect to any Plan that could be reasonably be expected to have
a Material Adverse Effect. There has been no prohibited transaction or violation
of the fiduciary responsibility rules with respect to any Plan that has resulted
or could reasonably be expected to result in a Material Adverse Effect.

                  (c)      (i) No ERISA Event has occurred or is reasonably
expected to occur; (ii) no Pension Plan has any Unfunded Pension Liability;
(iii) neither the Company nor any ERISA Affiliate has incurred, or reasonably
expects to incur, any liability under Title IV of ERISA with

                                       43

<PAGE>

respect to any Pension Plan (other than premiums due and not delinquent under
Section 4007 of ERISA); (iv) neither the Company nor any ERISA Affiliate has
incurred, or reasonably expects to incur, any liability (and no event has
occurred which, with the giving of notice under Section 4219 of ERISA, would
result in such liability) under Sections 4201 or 4243 of ERISA with respect to a
Multiemployer Plan; and (v) neither the Company nor any ERISA Affiliate has
engaged in a transaction that could be subject to Sections 4069 or 4212(c) of
ERISA.

         5.8      OWNERSHIP OF PROPERTY; LIENS. Each of the Company and each
Subsidiary has good record and marketable title in fee simple to, or valid
leasehold interests in, all real property necessary or used in the ordinary
conduct of its business, except for such defects in title as could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. The property of the Company and its Subsidiaries is subject to
no Liens, other than Liens permitted by Section 7.1.

         5.9      TAXES. The Company and its Subsidiaries have filed all Federal
and other material tax returns and reports required to be filed, and have paid
all Federal and other material taxes, assessments, fees and other governmental
charges levied or imposed upon them or their properties, income or assets
otherwise due and payable, except those which are being contested in good faith
by appropriate proceedings diligently conducted and for which adequate reserves
have been provided in accordance with GAAP. There is no proposed tax assessment
against the Company or any Subsidiary that would, if made, have a Material
Adverse Effect.

         5.10     FINANCIAL STATEMENTS; NO MATERIAL ADVERSE EFFECT.

                  (a)      The Audited Financial Statements (i) were prepared in
accordance with GAAP consistently applied throughout the period covered thereby,
except as otherwise expressly noted therein; (ii) fairly present the financial
condition of the Company and its Subsidiaries as of the date thereof and their
results of operations for the period covered thereby in accordance with GAAP
consistently applied throughout the period covered thereby, except as otherwise
expressly noted therein; and (iii) show all material indebtedness and other
liabilities, direct or contingent, of the Company and its Subsidiaries as of the
date thereof, including liabilities for taxes, material commitments and
Indebtedness, except as set forth on Schedule 5.10.

                  (b)      The unaudited consolidated financial statements of
the Company and its Subsidiaries dated April 30, 2002, and the related
consolidated statements of income or operations, shareholders' equity and cash
flows for the fiscal quarter ended on that date (i) were prepared in accordance
with GAAP consistently applied throughout the period covered thereby, except as
otherwise expressly noted therein; (ii) fairly present the financial condition
of the Company and its Subsidiaries as of the date thereof and their results of
operations for the period covered thereby, subject, in the case of clauses (i)
and (ii), to the absence of footnotes and to normal year-end adjustments; and
(iii) show all material indebtedness and other liabilities, direct or
contingent, of the Company and its Subsidiaries as of the date thereof,
including liabilities for taxes, material commitments and Indebtedness, except
as set forth on Schedule 5.10.

                  (c)      Since the date of the Audited Financial Statements,
there has been no event or circumstance, either individually or in the
aggregate, that has had or could reasonably be expected to have a Material
Adverse Effect.

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<PAGE>

         5.11     ENVIRONMENTAL COMPLIANCE. The Company monitors in the ordinary
course of business the effect of existing Environmental Laws and existing
Environmental Claims on its business, operations and properties, and as a result
thereof the Company has reasonably concluded that, except as specifically
disclosed on Schedule 5.11, such Environmental Laws and Environmental Claims
could not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.

         5.12     INSURANCE. The properties of the Company and its Subsidiaries
are insured with financially sound and reputable insurance companies not
Affiliates of the Company, in such amounts(after giving effect to any
self-insurance compatible with the following standards), with such deductibles
and covering such risks as are customarily carried by companies engaged in
similar businesses and owning similar properties in localities where the Company
or the applicable Subsidiary operates.

         5.13     SUBSIDIARIES.

         As of the Closing Date, the Company has no Subsidiaries other than
those specifically disclosed in Part (a) of Schedule 5.13 and has no equity
investments in any other Person other than those specifically disclosed in
Part(b) of Schedule 5.13.

         5.14     MARGIN REGULATIONS; INVESTMENT COMPANY ACT; PUBLIC UTILITY
HOLDING COMPANY ACT.

                  (a)      The Company is not engaged and will not engage,
principally or as one of its important activities, in the business of purchasing
or carrying margin stock (within the meaning of Regulation U issued by the FRB),
or extending credit for the purpose of purchasing or carrying margin stock.

                  (b)      None of the Company, any Person Controlling the
Company, or any Subsidiary (i) is a "holding company," or a "subsidiary company"
of a "holding company," or an "affiliate" of a "holding company" or of a
"subsidiary company" of a "holding company," within the meaning of the Public
Utility Holding Company Act of 1935, or (ii) is or is required to be registered
as an "investment company" under the Investment Company Act of 1940.

         5.15     FULL DISCLOSURE. None of the representations or warranties
made by the Company or any Subsidiary in the Loan Documents as of the date such
representations and warranties are made or as of the date such representations
and warranties are deemed made, and none of the statements contained in any
exhibit, written report, written statement or certificate furnished by or on
behalf of the Company or any Subsidiary in connection with the Loan Documents
(including the offering and disclosure materials delivered by or on behalf of
the Company to the Lenders prior to the Closing Date), contains any untrue
statement of a material fact or omits any material fact required to be stated
therein or necessary to make the statements made therein, in light of the
circumstances under which they are made, not misleading as of the time when made
or delivered (it being recognized by the Administrative Agent and the Lenders
that all written financial projections with respect to the Company and its
Subsidiaries that have been or may hereafter be delivered to the Administrative
Agent and the Lenders have been or will be prepared

                                       45

<PAGE>

in good faith based upon assumptions believed by the Company to be reasonable as
of the date of the applicable projections).

         5.16     COMPLIANCE WITH LAWS. Each of the Company and each Subsidiary
is in compliance with the requirements of all Laws and all orders, writs,
injunctions and decrees applicable to it or to its properties, except in such
instances in which (a) such requirement of Law or order, writ, injunction or
decree is being contested in good faith by appropriate proceedings diligently
conducted or (b) the failure to comply therewith, either individually or in the
aggregate, could not reasonably be expected to have a Material Adverse Effect.

         5.17     INTELLECTUAL PROPERTY; LICENSES, ETC. The Company and its
Subsidiaries own, or possess the right to use, all of the trademarks, service
marks, trade names, copyrights, patents, patent rights, franchises, licenses and
other intellectual property rights (collectively, "IP Rights") that are
reasonably necessary for the operation of their respective businesses, without
conflict with the rights of any other Person. To the best knowledge of the
Company, no slogan or other advertising device, product, process, method,
substance, part or other material now employed, or now contemplated to be
employed, by the Company or any Subsidiary infringes upon any rights held by any
other Person. No claim or litigation regarding any of the foregoing is pending
or, to the best knowledge of the Company, threatened, which, either individually
or in the aggregate, could reasonably be expected to have a Material Adverse
Effect.

                                   ARTICLE VI
                              AFFIRMATIVE COVENANTS

         So long as any Lender shall have any Commitment hereunder, any Loan or
other Obligation shall remain unpaid or unsatisfied, or any Letter of Credit
shall remain outstanding, the Company shall, and shall (except in the case of
the covenants set forth in Sections 6.1, 6.2, 6.3 and 6.11) cause each
Subsidiary to:

         6.1      FINANCIAL STATEMENTS. Deliver to the Administrative Agent, in
form and detail satisfactory to the Administrative Agent and the Required
Lenders:

                  (a)      as soon as available, but in any event within 90 days
after the end of each fiscal year, a consolidated balance sheet of the Company
and its Subsidiaries as at the end of such fiscal year, and the related
consolidated statements of income or operations, shareholders' equity and cash
flows for such fiscal year, setting forth in each case in comparative form the
figures for the previous fiscal year, all in reasonable detail and prepared in
accordance with GAAP, audited and accompanied by a report and opinion of an
independent certified public accountant of nationally recognized standing
reasonably acceptable to the Required Lenders, which report and opinion shall be
prepared in accordance with generally accepted auditing standards and shall not
be subject to any "going concern" or like qualification or exception or any
qualification or exception as to the scope of such audit and which report shall
state that such financial statements present fairly the financial position of
the Company and its Subsidiaries as of the date and for the period indicated in
conformity with GAAP; and

                  (b)      as soon as available, but in any event within 60 days
after the end of each of the first three fiscal quarters of each fiscal year, a
consolidated balance sheet of the Company

                                       46

<PAGE>

and its Subsidiaries as at the end of such fiscal quarter, and the related
consolidated statements of income or operations, shareholders' equity and cash
flows for such fiscal quarter and for the portion of the fiscal year then ended,
setting forth in each case in comparative form the figures for the corresponding
fiscal quarter of the previous fiscal year and the corresponding portion of the
previous fiscal year, all in reasonable detail and certified by a Responsible
Officer of the Company as fairly presenting the financial condition, results of
operations, shareholders' equity and cash flows of the Company and its
Subsidiaries in accordance with GAAP, subject only to normal year-end
adjustments and the absence of footnotes.

As to any information contained in materials furnished pursuant to Section
6.2(d), the Company shall not be separately required to furnish such information
under subsection (a) or (b) above, but the foregoing shall not be in derogation
of the obligation of the Company to furnish the information and materials
described in subsection (a) and (b) above at the times specified therein.

         6.2      CERTIFICATES; OTHER INFORMATION. Deliver to the
Administrative Agent and each Lender, in form and detail satisfactory to the
Administrative Agent and the Required Lenders:

                  (a)      concurrently with the delivery of the financial
statements referred to in Section 6.1(a), a certificate of its independent
certified public accountants certifying such financial statements;

                  (b)      concurrently with the delivery of the financial
statements referred to in Sections 6.1(a) and (b), a duly completed
Compliance Certificate signed by a Responsible Officer of the Company;

                  (c)      promptly after any request by the Administrative
Agent or any Lender, copies of any detailed audit reports, management letters or
recommendations submitted to the board of directors (or the audit committee of
the board of directors) of the Company by independent accountants in connection
with the accounts or books of the Company or any Subsidiary, or any audit of any
of them;

                  (d)      promptly after the same are available, copies of each
annual report, proxy or financial statement or other report or communication
sent to the stockholders of the Company, and copies of all annual, regular,
periodic and special reports and registration statements which the Company may
file or be required to file with the SEC under Section 13 or 15(d) of the
Securities Exchange Act of 1934, and not otherwise required to be delivered to
the Administrative Agent pursuant hereto; and

                  (e)      promptly, such additional information regarding the
business, financial or corporate affairs of the Company or any Subsidiary, or
compliance with the terms of the Loan Documents, as the Administrative Agent or
any Lender may from time to time reasonably request.

         Documents required to be delivered pursuant to Section 6.1(a) or (b) or
Section 6.2(d) (to the extent any such documents are included in materials
otherwise filed with the SEC) may be delivered electronically and if so
delivered, shall be deemed to have been delivered on the date (i) on which the
Company posts such documents, or provides a link thereto, on the Company's

                                       47

<PAGE>

website on the Internet at the website address listed on Schedule 10.2 or (ii)
on which such documents are posted on the Company's behalf on
IntraLinks/IntraAgency or another relevant website, if any, to which each Lender
and the Administrative Agent have access; provided that: (x) the Company shall
deliver paper copies of such documents to the Administrative Agent or any Lender
that requests the Company to deliver such paper copies until a written request
to cease delivering paper copies is given by the Administrative Agent or such
Lender and (y) the Company shall notify (which may be by facsimile or electronic
mail) the Administrative Agent and each Lender of the posting of any such
documents and provide to the Administrative Agent by electronic mail electronic
versions (i.e., soft copies) of such documents. Notwithstanding anything
contained herein, in every instance the Company shall be required to provide
paper copies of the Compliance Certificates required by Section 6.2(b) to the
Administrative Agent and each of the Lenders. Except for such Compliance
Certificates, the Administrative Agent shall have no obligation to request the
delivery or to maintain copies of the documents referred to above, and in any
event shall have no responsibility to monitor compliance by the Company with any
such request for delivery, and each Lender shall be solely responsible for
requesting delivery to it or maintaining its copies of such documents.

         6.3      NOTICES.

         Promptly notify the Administrative Agent and each Lender:

                  (a)      of the occurrence of any Default;

                  (b)      of any matter that has resulted or could reasonably
be expected to result in a Material Adverse Effect, including (i) breach or
non-performance of, or any default under, a Contractual Obligation of the
Company or any Subsidiary; (ii) any dispute, litigation, investigation,
proceeding or suspension between the Company or any Subsidiary and any
Governmental Authority; or (iii) the commencement of, or any material
development in, any litigation or proceeding affecting the Company or any
Subsidiary, including pursuant to any applicable Environmental Laws;

                  (c)      of the occurrence of any ERISA Event; and

                  (d)      of any material change in accounting policies or
financial reporting practices by the Company or any Subsidiary.

         Each notice pursuant to this Section shall be accompanied by a
statement of a Responsible Officer of the Company setting forth details of the
occurrence referred to therein and stating what action the Company has taken and
proposes to take with respect thereto. Each notice pursuant to Section 6.3(a)
shall describe with particularity any and all provisions of this Agreement and
any other Loan Document that have been breached.

         6.4      PAYMENT OF OBLIGATIONS. Pay and discharge as the same shall
become due and payable, all its obligations and liabilities, including (a) all
tax liabilities, assessments and governmental charges or levies upon it or its
properties or assets, unless the same are being contested in good faith by
appropriate proceedings diligently conducted and adequate reserves in accordance
with GAAP are being maintained by the Company or such Subsidiary; (b) all lawful
claims which, if unpaid, would by law become a Lien upon its property; and (c)
all Indebtedness,

                                       48

<PAGE>

as and when due and payable, but subject to any subordination provisions
contained in any instrument or agreement evidencing such Indebtedness.

         6.5      PRESERVATION OF EXISTENCE, ETC. (a) Preserve, renew and
maintain in full force and effect its legal existence and good standing under
the Laws of the jurisdiction of its organization, except in a transaction
permitted by Section 7.4 or 7.5; (b) take all reasonable action to maintain all
rights, privileges, permits, licenses and franchises necessary or desirable in
the normal conduct of its business, except to the extent that failure to do so
could not reasonably be expected to have a Material Adverse Effect; and (c)
preserve or renew all of its registered patents, trademarks, trade names and
service marks, the non-preservation of which could reasonably be expected to
have a Material Adverse Effect.

         6.6      MAINTENANCE OF PROPERTIES. (a) Maintain, preserve and protect
all of its material properties and equipment necessary in the operation of its
business in good working order and condition, ordinary wear and tear excepted;
and (b) make all necessary repairs thereto and renewals and replacements thereof
except where the failure to do so could not reasonably be expected to have a
Material Adverse Effect.

         6.7      MAINTENANCE OF INSURANCE. Maintain with financially sound and
reputable insurance companies not Affiliates of the Company, insurance with
respect to its properties and business against loss or damage of the kinds
customarily insured against by Persons engaged in the same or similar business,
of such types and in such amounts (after giving effect to any self-insurance
compatible with the following standards) as are customarily carried under
similar circumstances by such other Persons (it being understood that with
respect to public liability and property damage coverage and workers'
compensation coverage, the Company's self insurance plan as in effect on the
date of this Agreement shall be deemed sufficient compliance with this Section).

         6.8      COMPLIANCE WITH LAWS. Comply with the requirements of all Laws
and all orders, writs, injunctions and decrees (including ERISA and
Environmental Laws) applicable to it or to its business or property, except in
such instances in which (a) such requirement of Law or order, writ, injunction
or decree is being contested in good faith by appropriate proceedings diligently
conducted; or (b) the failure to comply therewith could not reasonably be
expected to have a Material Adverse Effect.

         6.9      BOOKS AND RECORDS. Maintain proper books of record and
account, in which full, true and correct entries sufficient to prepare financial
statements in conformity with GAAP consistently applied shall be made of all
financial transactions and matters involving the assets and business of the
Company or such Subsidiary, as the case may be.

         6.10     INSPECTION RIGHTS. Permit representatives and independent
contractors of the Administrative Agent and each Lender to visit and inspect any
of its properties, to examine its corporate, financial and operating records,
and make copies thereof or abstracts therefrom, and to discuss its affairs,
finances and accounts with its directors, officers, and independent public
accountants, all at such reasonable times during normal business hours and as
often as may be reasonably desired, upon reasonable advance notice to the
Company; provided that when an Event of Default exists the Administrative Agent
or any Lender (or any of their respective

                                       49

<PAGE>

representatives or independent contractors) may do any of the foregoing at the
expense of the Company at any time during normal business hours and without
advance notice.

         6.11     USE OF PROCEEDS. Use the proceeds of the Credit Extensions for
Permitted Acquisitions, working capital and other general corporate purposes not
in contravention of any Law or of any Loan Document.

         6.12     FURTHER ASSURANCES. Take such actions as are necessary, or as
the Administrative Agent (or the Required Lenders acting through the
Administrative Agent) may reasonably request from time to time, to ensure that
the obligations of the Company hereunder and under the other Loan Documents are
guaranteed at all times by Subsidiaries that, together with the Company,
collectively (a) own assets which account for 90% or more of the consolidated
assets of the Company and its Subsidiaries and (b) generate revenues which
account for 90% or more of the consolidated revenues of the Company and its
Subsidiaries during the most recently ended period of 12 consecutive months.

                                  ARTICLE VII
                               NEGATIVE COVENANTS

         So long as any Lender shall have any Commitment hereunder, any Loan or
other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of
Credit shall remain outstanding, the Company shall not, nor shall it permit any
Subsidiary to, directly or indirectly:

         7.1      LIENS. Create, incur, assume or suffer to exist, any Lien upon
any of its property, assets or revenues, whether now owned or hereafter
acquired, other than the following:

                  (a)      Liens pursuant to any Loan Document;

                  (b)      Liens existing on the date hereof and listed on
Schedule 7.1 and any renewals or extensions thereof; provided that the property
covered thereby is not increased and any renewal or extension of the obligations
secured or benefited thereby is permitted by Section 7.5(b);

                  (c)      Liens for taxes not yet due or which are being
contested in good faith and by appropriate proceedings diligently conducted, if
adequate reserves with respect thereto are maintained on the books of the
applicable Person in accordance with GAAP; provided that no notice of lien has
been filed or recorded under the Code;

                  (d)      carriers', warehousemen's, mechanics', landlords',
materialmen's, repairmen's or other like Liens arising in the ordinary course of
business which are not overdue or which are being contested in good faith and by
appropriate proceedings diligently conducted, if adequate reserves with respect
thereto are maintained on the books of the applicable Person, which proceedings
have the effect of preventing the forfeiture or sale of the property subject
thereto;

                  (e)      pledges or deposits in the ordinary course of
business in connection with workers' compensation, unemployment insurance and
other social security legislation, other than any Lien imposed by ERISA;

                                       50

<PAGE>

                  (f)      deposits to secure the performance of bids, trade
contracts and leases (other than Indebtedness), statutory obligations and other
non-delinquent obligations of a like nature, in each case incurred in the
ordinary course of business; provided that all such Liens in the aggregate would
not (even if enforced) cause a Material Adverse Effect;

                  (g)      customary Liens securing Surety Bonds;

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

                  (i)      Liens securing judgments for the payment of money not
constituting an Event of Default under Section 8.1(h) or securing appeal or
other surety bonds related to such judgments;

                  (j)      Liens securing Indebtedness permitted under
Section 7.5(e); provided that (i) such Liens do not at any time encumber any
property other than the property financed by such Indebtedness and (ii) the
Indebtedness secured thereby does not exceed the cost or fair market value,
whichever is lower, of the property being acquired on the date of acquisition;

                  (k)      Liens arising solely by virtue of any statutory or
common law provision relating to bankers' liens, rights of set-off or similar
rights and remedies as to deposit accounts or other funds maintained with a
creditor depository institution; provided that (i) such deposit account is not a
dedicated cash collateral account and is not subject to restrictions against
access by the Company in excess of those set forth by regulations promulgated by
the FRB and (ii) such deposit account is not intended by the Company or any
Subsidiary to provide collateral to the depository institution; and

                  (l)      other Liens securing obligations in an aggregate
amount not exceeding $1,000,000 at any time outstanding.

         7.2      DISPOSITIONS. Make any Disposition or enter into any
agreement to make any Disposition, except:

                  (a)      Dispositions of obsolete or worn out property,
whether now owned or hereafter acquired, in the ordinary course of business;

                  (b)      Dispositions of inventory in the ordinary course of
business;

                  (c)      Dispositions of equipment or real property to the
extent that (i) such property is exchanged for credit against the purchase price
of similar replacement property or (ii) the proceeds of such Disposition are
reasonably promptly applied to the purchase price of such replacement property;

                                       51

<PAGE>

                  (d)      subject to Section 6.12, Dispositions of property by
the Company to any wholly-owned Subsidiary or by any Subsidiary to the Company
or to a wholly-owned Subsidiary;

                  (e)      Dispositions permitted by Section 7.3; and

                  (f)      Dispositions not otherwise permitted hereunder which
are made for fair market value; provided that (i) at the time of any such
Disposition, no Default shall exist or result from such Disposition, (ii) at
least 75% of the aggregate sales price from such Disposition shall be paid in
cash and (iii) the aggregate value of all assets so sold by the Company and its
Subsidiaries shall not exceed, in any fiscal year, 10% of Consolidated Net Worth
as of the end of the preceding fiscal year.

         7.3      FUNDAMENTAL CHANGES. Merge, dissolve, liquidate, consolidate
with or into another Person, or Dispose of (whether in one transaction or in a
series of transactions) all or substantially all of its assets (whether now
owned or hereafter acquired) to or in favor of any Person, except that, so long
as no Default exists or would result therefrom:

                  (a)      any Subsidiary may merge with (i) the Company,
provided that the Company shall be the continuing or surviving Person; or (ii)
any one or more other Subsidiaries, provided, that when any wholly-owned
Subsidiary is merging with another Subsidiary, a wholly-owned Subsidiary shall
be the continuing or surviving Person; and

                  (b)      any Subsidiary may Dispose of all or substantially
all of its assets (upon voluntary liquidation or otherwise) to the Company or to
another Subsidiary; provided that if the transferor in such a transaction is a
wholly-owned Subsidiary, then the transferee must either be the Company or a
wholly-owned Subsidiary.

         7.4      INVESTMENTS. Make any Investments, except:

                  (a)      Investments in Cash Equivalents;

                  (b)      advances to officers, directors and employees of the
Company and Subsidiaries in an aggregate amount not to exceed (i) $1,000,000 at
any time outstanding, for travel, entertainment and analogous ordinary business
purposes and (ii) $10,000,000 at any time outstanding for relocation purposes;

                  (c)      Investments by the Company in any Subsidiary or by
any Subsidiary in the Company or another Subsidiary;

                  (d)      Investments consisting of extensions of credit in the
nature of accounts receivable or notes receivable arising from the grant of
trade credit in the ordinary course of business, and Investments received in
satisfaction or partial satisfaction thereof from financially troubled account
debtors to the extent reasonably necessary in order to prevent or limit loss;

                  (e)      Guarantees permitted by Section 7.5;

                  (f)      Investments made to consummate Permitted
Acquisitions;

                                       52

<PAGE>

                  (g)      Investments listed on Schedule 7.4; and

                  (h)      other Investments not exceeding $10,000,000 in the
aggregate at any time outstanding.

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

                  (a)      Indebtedness under the Loan Documents;

                  (b)      Indebtedness outstanding on the date hereof and
listed on Schedule 7.5 and any refinancings, refundings, renewals or extensions
thereof; provided that the amount of such Indebtedness is not increased at the
time of such refinancing, refunding, renewal or extension except by an amount
equal to a reasonable premium or other reasonable amount paid, and fees and
expenses reasonably incurred, in connection with such refinancing and by an
amount equal to any existing commitments unutilized thereunder;

                  (c)      Guarantees of the Company or any Subsidiary in
respect of Indebtedness otherwise permitted hereunder of the Company or any
wholly-owned Subsidiary;

                  (d)      obligations (contingent or otherwise) of the Company
or any Subsidiary existing or arising under any Swap Contract; provided that (i)
such obligations are (or were) entered into by such Person in the ordinary
course of business for the purpose of directly mitigating risks associated with
liabilities, commitments, investments, assets, or property held or reasonably
anticipated by such Person, or changes in the value of securities issued by such
Person and not for purposes of speculation or taking a "market view;" and (ii)
such Swap Contract does not contain any provision exonerating the non-defaulting
party from its obligation to make payments on outstanding transactions to the
defaulting party;

                  (e)      Indebtedness in respect of capital leases, Synthetic
Lease Obligations and purchase money obligations for fixed or capital assets
within the limitations set forth in Section 7.1(i); provided that the aggregate
amount of all such Indebtedness at any one time outstanding shall not exceed (i)
$15,000,000, in the case of capital leases and Synthetic Lease Obligations
(collectively), and (ii) $5,000,000, in the case of purchase money obligations;
and

                  (f)      unsecured Indebtedness in an aggregate principal
amount not to exceed at any time outstanding 20% of Consolidated Net Worth as of
the end of the preceding fiscal year; provided that the aggregate amount of all
such Indebtedness which is not Permitted Long-Term Indebtedness shall not at any
time exceed $20,000,000.

         7.6      USE OF PROCEEDS.

         Use the proceeds of any Credit Extension, whether directly or
indirectly, and whether immediately, incidentally or ultimately, to purchase or
carry margin stock (within the meaning of Regulation U of the FRB) or to extend
credit to others for the purpose of purchasing or carrying margin stock or to
refund indebtedness originally incurred for such purpose.

         7.7      RESTRICTED PAYMENTS. Declare or make, directly or indirectly,
any Restricted Payment, or incur any obligation (contingent or otherwise) to do
so, except that:

                                       53

<PAGE>

                  (a)      each Subsidiary may make Restricted Payments to the
Company and to wholly-owned Subsidiaries (and, in the case of a Restricted
Payment by a non-wholly-owned Subsidiary, to the Company and any Subsidiary and
to each other owner of capital stock or other equity interests of such
Subsidiary on a pro rata basis based on their relative ownership interests;
provided that no Restricted Payment shall be made by a non-wholly-owned
Subsidiary which is a Guarantor at any time a Default exists);

                  (b)      the Company and each Subsidiary may declare and make
dividend payments or other distributions payable solely in the common stock or
other common equity interests of such Person;

                  (c)      the Company and each Subsidiary may (i) make
Permitted Stock Repurchases and (ii) purchase, redeem or otherwise acquire
shares of its common stock or other common equity interests or warrants or
options to acquire any such shares with the proceeds received from the
substantially concurrent issue of new shares of its common stock or other common
equity interests; and

                  (d)      the Company may declare or pay ordinary cash
dividends to its stockholders.

         7.8      CHANGE IN NATURE OF BUSINESS. Engage in any material line of
business substantially different from those lines of business conducted by the
Company and its Subsidiaries on the date hereof or any business substantially
related or incidental thereto.

         7.9      TRANSACTIONS WITH AFFILIATES. Enter into any transaction of
any kind with any Affiliate of the Company, whether or not in the ordinary
course of business, other than on fair and reasonable terms substantially as
favorable to the Company or such Subsidiary as would be obtainable by the
Company or such Subsidiary at the time in a comparable arm's length transaction
with a Person other than an Affiliate.

         7.10     SUBSIDIARY DIVIDENDS. Enter into any Contractual Obligation
(other than this Agreement or any other Loan Document) that limits the ability
of any Subsidiary to make Restricted Payments to the Company or any Guarantor or
to otherwise transfer property to the Company or any Guarantor.

         7.11     FINANCIAL COVENANTS.

                  (a)      Consolidated Net Worth. Permit Consolidated Net Worth
at any time to be less than the sum of (i) $295,000,000, (ii) an amount equal to
50% of the Consolidated Net Income earned in each full fiscal quarter ending
after the Closing Date (with no deduction for a net loss in any such fiscal
quarter) and (iii) an amount equal to 100% of the aggregate increases in
Shareholders' Equity of the Company and its Subsidiaries after the date hereof
by reason of the issuance and sale of capital stock or other equity interests of
the Company or any Subsidiary including upon any conversion of debt securities
of the Company into such capital stock or other equity interests.

                                       54

<PAGE>

                  (b)      Fixed Charge Coverage Ratio. Permit the Fixed Charge
Coverage Ratio to be less than 1.50 to 1.0 at any time.

                  (c)      Leverage Ratio. Permit the Leverage Ratio as of the
end of any fiscal quarter set forth below to be greater than the ratio set forth
below opposite such fiscal quarter:

<TABLE>
<CAPTION>
                                                  Maximum
            Fiscal Quarters Ending             Leverage Ratio
            ----------------------             --------------
<S>                                          <C>
Closing Date through October 30, 2003        2.00 to 1.0
October 31, 2003 and each fiscal quarter
thereafter                                   1.75 to 1.0
</TABLE>

                                  ARTICLE VIII
                        EVENTS OF DEFAULT AND REMEDIES

         8.1      EVENTS OF DEFAULT. Any of the following shall constitute an
Event of Default:

                  (a)      Non-Payment. The Company or any other Loan Party
fails to pay (i) when and as required to be paid herein, any amount of principal
of any Loan or any L/C Obligation, or (ii) within three Business Days after the
same becomes due, any interest on any Loan or on any L/C Obligation, or any
commitment or other fee due hereunder, or (iii) within five days after the same
becomes due, any other amount payable hereunder or under any other Loan
Document; or

                  (b)      Representations and Warranties. Any representation,
warranty, certification or statement of fact made or deemed made by or on behalf
of the Company or any other Loan Party herein, in any other Loan Document, or in
any document delivered in connection herewith or therewith shall be incorrect or
misleading when made or deemed made; or

                  (c)      Specific Covenants. The Company fails to perform or
observe any term, covenant or agreement contained in any of Section 6.3(a) or
6.10 or Article VII; provided that, in the case of Section 7.9, such failure
shall have continued for five Business Days; or

                  (d)      Other Defaults. Any Loan Party fails to perform or
observe any other covenant or agreement (not specified in subsection (a) or (c)
above) contained in any Loan Document on its part to be performed or observed
and such failure continues for 20 days after the earlier of (i) the date on
which a Responsible Officer knew or reasonably should have known of such failure
and (ii) the date on which written notice thereof is given by the Administrative
Agent or any Lender; or

                  (e)      Cross-Default. (i) The Company or any Subsidiary (A)
fails to make any payment when due (whether by scheduled maturity, required
prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness
(other than Indebtedness hereunder and Indebtedness under Swap Contracts) or
Guarantee (other than any Surety Bond) having an aggregate principal amount
(including undrawn committed or available amounts and including amounts owing to
all creditors under any combined or syndicated credit arrangement) of more

                                       55

<PAGE>

than $10,000,000, or (B) fails to observe or perform any other agreement or
condition relating to any such Indebtedness or Guarantee or contained in any
instrument or agreement evidencing, securing or relating thereto, or any other
event occurs, the effect of which default or other event is to cause, or to
permit the holder or holders of such Indebtedness or the beneficiary or
beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder
or holders or beneficiary or beneficiaries) to cause, with the giving of notice
if required, such Indebtedness to be demanded or to become due or to be
repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an
offer to repurchase, prepay, defease or redeem such Indebtedness to be made,
prior to its stated maturity, or such Guarantee to become payable or cash
collateral in respect thereof to be demanded; or (ii) there occurs under any
Swap Contract an Early Termination Date (as defined in such Swap Contract)
resulting from (A) any event of default under such Swap Contract as to which the
Company or any Subsidiary is the Defaulting Party (as defined in such Swap
Contract) or (B) any Termination Event (as so defined) under such Swap Contract
as to which the Company or any Subsidiary is an Affected Party (as so defined)
and, in either event, the Swap Termination Value owed by the Company or such
Subsidiary as a result thereof is greater than $10,000,000; or

                  (f)      Insolvency Proceedings, Etc. Any Loan Party or any of
its Subsidiaries institutes or consents to the institution of any proceeding
under any Debtor Relief Law, or makes an assignment for the benefit of
creditors; or applies for or consents to the appointment of any receiver,
trustee, custodian, conservator, liquidator, rehabilitator or similar officer
for it or for all or any material part of its property; or any receiver,
trustee, custodian, conservator, liquidator, rehabilitator or similar officer is
appointed without the application or consent of such Person and the appointment
continues undischarged or unstayed for 60 calendar days; or any proceeding under
any Debtor Relief Law relating to any such Person or to all or any material part
of its property is instituted without the consent of such Person and continues
undismissed or unstayed for 60 calendar days, or an order for relief is entered
in any such proceeding; or

                  (g)      ERISA. (i) An ERISA Event occurs with respect to a
Pension Plan or Multiemployer Plan which has resulted or could reasonably be
expected to result in liability of the Company under Title IV of ERISA to the
Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of
$1,000,000, or (ii) the Company or any ERISA Affiliate fails to pay when due,
after the expiration of any applicable grace period, any installment payment
with respect to its withdrawal liability under Section 4201 of ERISA under a
Multiemployer Plan in an aggregate amount in excess of $1,000,000; or

                  (h)      Inability to Pay Debts; Attachment. (i) The Company
or any Subsidiary becomes unable or admits in writing its inability or fails
generally to pay its debts as they become due, or (ii) any writ or warrant of
attachment or execution or similar process is issued or levied against all or
any material part of the property of any such Person and is not released,
vacated or fully bonded within 60 days after its issue or levy; or

                  (i)      Judgments. There is entered against the Company or
any Subsidiary (i) a final judgment or order for the payment of money in an
aggregate amount exceeding $10,000,000 (to the extent not covered by independent
third-party insurance as to which the insurer does not dispute coverage), or
(ii) any one or more non-monetary final judgments that have, or could reasonably
be expected to have, individually or in the aggregate, a Material

                                       56

<PAGE>

Adverse Effect and, in either case, (A) enforcement proceedings are commenced by
any creditor upon such judgment or order, or (B) there is a period of 10
consecutive days during which a stay of enforcement of such judgment, by reason
of a pending appeal or otherwise, is not in effect; or

                  (j)      Change of Control. There occurs any Change of Control
with respect to the Company; or

                  (k)      Invalidity of Loan Documents. Any Loan Document, at
any time after its execution and delivery and for any reason other than as
expressly permitted hereunder or satisfaction in full of all the Obligations,
ceases to be in full force and effect; or any Loan Party contests in any manner
the validity or enforceability of any Loan Document; or any Loan Party denies
that it has any or further liability or obligation under any Loan Document, or
purports to revoke, terminate or rescind any Loan Document.

                  (l)      Defaults with respect to Surety Bonds. (i) Any Person
issuing Surety Bonds on behalf of the Company or any Subsidiary ceases for any
reason to so issue Surety Bonds, the Company or the applicable Subsidiary fails
to promptly procure another issuer for Surety Bonds and such cessation and
failure could reasonably be expected to have a Material Adverse Effect; or (ii)
the Company or any Subsidiary breaches or defaults on one or more contracts for
which Surety Bonds have been issued in an aggregate amount of $10,000,000 or
more and the Person or Persons which issued such Surety Bonds either (x) take
possession of the work under such bonded contracts and such taking of possession
would reasonably be expected to have a Material Adverse Effect or (y) file any
Uniform Commercial Code financing statement or similar document to perfect any
Lien securing such bonded contracts, unless such filing is terminated within 10
days after such filing is made.

         8.2      REMEDIES UPON EVENT OF DEFAULT. If any Event of Default occurs
and is continuing, the Administrative Agent shall, at the request of, or may,
with the consent of, the Required Lenders, take any or all of the following
actions:

                  (a)      declare the commitment of each Lender to make Loans
and any obligation of the L/C Issuer to make L/C Credit Extensions to be
terminated, whereupon such commitments and obligation shall be terminated;

                  (b)      declare the unpaid principal amount of all
outstanding Loans, all interest accrued and unpaid thereon, and all other
amounts owing or payable hereunder or under any other Loan Document to be
immediately due and payable, without presentment, demand, protest or other
notice of any kind, all of which are hereby expressly waived by the Company;

                  (c)      require that the Company Cash Collateralize the L/C
Obligations (in an amount equal to the then Outstanding Amount thereof); and

                  (d)      exercise on behalf of itself and the Lenders all
rights and remedies available to it and the Lenders under the Loan Documents or
applicable law;

provided that upon the occurrence of an actual or deemed entry of an order for
relief with respect to the Company under the Bankruptcy Code of the United
States, the obligation of each Lender to make Loans and any obligation of the
L/C Issuer to make L/C Credit Extensions shall

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automatically terminate, the unpaid principal amount of all outstanding Loans
and all interest and other amounts as aforesaid shall automatically become due
and payable, and the obligation of the Company to Cash Collateralize the L/C
Obligations as aforesaid shall automatically become effective, in each case
without further act of the Administrative Agent or any Lender.

                                   ARTICLE IX
                              ADMINISTRATIVE AGENT

         9.1      APPOINTMENT AND AUTHORIZATION OF ADMINISTRATIVE AGENT.

                  (a)      Each Lender hereby irrevocably appoints, designates
and authorizes the Administrative Agent to take such action on its behalf under
the provisions of this Agreement and each other Loan Document and to exercise
such powers and perform such duties as are expressly delegated to it by the
terms of this Agreement or any other Loan Document, together with such powers as
are reasonably incidental thereto. Notwithstanding any provision to the contrary
contained elsewhere herein or in any other Loan Document, the Administrative
Agent shall not have any duties or responsibilities, except those expressly set
forth herein, nor shall the Administrative Agent have or be deemed to have any
fiduciary relationship with any Lender or participant, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read
into this Agreement or any other Loan Document or otherwise exist against the
Administrative Agent. Without limiting the generality of the foregoing sentence,
the use of the term "agent" herein and in the other Loan Documents with
reference to the Administrative Agent is not intended to connote any fiduciary
or other implied (or express) obligations arising under agency doctrine of any
applicable Law. Instead, such term is used merely as a matter of market custom,
and is intended to create or reflect only an administrative relationship between
independent contracting parties.

                  (b)      The L/C Issuer shall act on behalf of the Lenders
with respect to any Letters of Credit issued by it and the documents associated
therewith and the L/C Issuer shall have all of the benefits and immunities (i)
provided to the Administrative Agent in this Article IX with respect to any acts
taken or omissions suffered by the L/C Issuer in connection with Letters of
Credit issued by it or proposed to be issued by it and the applications and
agreements for letters of credit pertaining to such Letters of Credit as fully
as if the term "Administrative Agent" as used in this Article IX and in the
definition of "Agent-Related Person" included the L/C Issuer with respect to
such acts or omissions, and (ii) as additionally provided herein with respect to
the L/C Issuer.

         9.2      DELEGATION OF DUTIES. The Administrative Agent may execute any
of its duties under this Agreement or any other Loan Document by or through
agents, employees or attorneys-in-fact and shall be entitled to advice of
counsel and other consultants or experts concerning all matters pertaining to
such duties. The Administrative Agent shall not be responsible for the
negligence or misconduct of any agent or attorney-in-fact that it selects in the
absence of gross negligence or willful misconduct.

         9.3      LIABILITY OF ADMINISTRATIVE AGENT. No Agent-Related Person
shall (a) be liable for any action taken or omitted to be taken by any of them
under or in connection with this

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Agreement or any other Loan Document or the transactions contemplated hereby
(except for its own gross negligence or willful misconduct in connection with
its duties expressly set forth herein), or (b) be responsible in any manner to
any Lender or participant for any recital, statement, representation or warranty
made by any Loan Party or any officer thereof, contained herein or in any other
Loan Document, or in any certificate, report, statement or other document
referred to or provided for in, or received by the Administrative Agent under or
in connection with, this Agreement or any other Loan Document, or the validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement or
any other Loan Document, or for any failure of any Loan Party or any other party
to any Loan Document to perform its obligations hereunder or thereunder. No
Agent-Related Person shall be under any obligation to any Lender or participant
to ascertain or to inquire as to the observance or performance of any of the
agreements contained in, or conditions of, this Agreement or any other Loan
Document, or to inspect the properties, books or records of any Loan Party or
any Affiliate thereof.

         9.4      RELIANCE BY ADMINISTRATIVE AGENT.

                  (a)      The Administrative Agent shall be entitled to rely,
and shall be fully protected in relying, upon any writing, communication,
signature, resolution, representation, notice, consent, certificate, affidavit,
letter, telegram, facsimile, telex or telephone message, electronic mail
message, statement or other document or conversation believed by it to be
genuine and correct and to have been signed, sent or made by the proper Person
or Persons, and upon advice and statements of legal counsel (including counsel
to any Loan Party), independent accountants and other experts selected by the
Administrative Agent. The Administrative Agent shall be fully justified in
failing or refusing to take any action under any Loan Document unless it shall
first receive such advice or concurrence of the Required Lenders as it deems
appropriate and, if it so requests, it shall first be indemnified to its
satisfaction by the Lenders against any and all liability and expense which may
be incurred by it by reason of taking or continuing to take any such action. The
Administrative Agent shall in all cases be fully protected in acting, or in
refraining from acting, under this Agreement or any other Loan Document in
accordance with a request or consent of the Required Lenders (or such greater
number of Lenders as may be expressly required hereby in any instance) and such
request and any action taken or failure to act pursuant thereto shall be binding
upon all the Lenders.

                  (b)      For purposes of determining compliance with the
conditions specified in Section 4.1, each Lender that has signed this Agreement
shall be deemed to have consented to, approved or accepted or to be satisfied
with, each document or other matter required thereunder to be consented to or
approved by or acceptable or satisfactory to a Lender unless the Administrative
Agent shall have received notice from such Lender prior to the proposed Closing
Date specifying its objection thereto.

         9.5      NOTICE OF DEFAULT. The Administrative Agent shall not be
deemed to have knowledge or notice of the occurrence of any Default, except with
respect to defaults in the payment of principal, interest and fees required to
be paid to the Administrative Agent for the account of the Lenders, unless the
Administrative Agent shall have received written notice from a Lender or the
Company referring to this Agreement, describing such Default and stating that
such notice is a "notice of default." The Administrative Agent will notify the
Lenders of its receipt of any such notice. The Administrative Agent shall take
such action with respect to such

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<PAGE>

Default as may be directed by the Required Lenders in accordance with Article
VIII; provided that unless and until the Administrative Agent has received any
such direction, the Administrative Agent may (but shall not be obligated to)
take such action, or refrain from taking such action, with respect to such
Default as it shall deem advisable or in the best interest of the Lenders.

         9.6      CREDIT DECISION; DISCLOSURE OF INFORMATION BY ADMINISTRATIVE
AGENT. Each Lender acknowledges that no Agent-Related Person has made any
representation or warranty to it, and that no act by the Administrative Agent
hereafter taken, including any consent to and acceptance of any assignment or
review of the affairs of any Loan Party or any Affiliate thereof, shall be
deemed to constitute any representation or warranty by any Agent-Related Person
to any Lender as to any matter, including whether Agent-Related Persons have
disclosed material information in their possession. Each Lender represents to
the Administrative Agent that it has, independently and without reliance upon
any Agent-Related Person and based on such documents and information as it has
deemed appropriate, made its own appraisal of and investigation into the
business, prospects, operations, property, financial and other condition and
creditworthiness of the Loan Parties and their respective Subsidiaries, and all
applicable bank or other regulatory Laws relating to the transactions
contemplated hereby, and made its own decision to enter into this Agreement and
to extend credit to the Company hereunder. Each Lender also represents that it
will, independently and without reliance upon any Agent-Related Person and based
on such documents and information as it shall deem appropriate at the time,
continue to make its own credit analysis, appraisals and decisions in taking or
not taking action under this Agreement and the other Loan Documents, and to make
such investigations as it deems necessary to inform itself as to the business,
prospects, operations, property, financial and other condition and
creditworthiness of the Company. Except for notices, reports and other documents
expressly required to be furnished to the Lenders by the Administrative Agent
herein, the Administrative Agent shall not have any duty or responsibility to
provide any Lender with any credit or other information concerning the business,
prospects, operations, property, financial and other condition or
creditworthiness of any of the Loan Parties or any of their respective
Affiliates which may come into the possession of any Agent-Related Person.

         9.7      INDEMNIFICATION OF ADMINISTRATIVE AGENT. Whether or not the
transactions contemplated hereby are consummated, the Lenders shall indemnify
upon demand each Agent-Related Person (to the extent not reimbursed by or on
behalf of any Loan Party and without limiting the obligation of any Loan Party
to do so), pro rata, and hold harmless each Agent-Related Person from and
against any and all Indemnified Liabilities incurred by it; provided that no
Lender shall be liable for the payment to any Agent-Related Person of any
portion of such Indemnified Liabilities to the extent determined in a final,
nonappealable judgment by a court of competent jurisdiction to have resulted
from such Agent-Related Person's own gross negligence or willful misconduct;
provided that no action taken in accordance with the directions of the Required
Lenders shall be deemed to constitute gross negligence or willful misconduct for
purposes of this Section. Without limitation of the foregoing, each Lender shall
reimburse the Administrative Agent upon demand for its ratable share of any
costs or out-of-pocket expenses (including Attorney Costs) incurred by the
Administrative Agent in connection with the preparation, execution, delivery,
administration, modification, amendment or enforcement (whether through
negotiations, legal proceedings or otherwise) of, or legal advice in respect of
rights or responsibilities under, this Agreement, any other Loan Document, or
any document

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<PAGE>

contemplated by or referred to herein, to the extent that the Administrative
Agent is not reimbursed for such expenses by or on behalf of the Company. The
undertaking in this Section shall survive termination of the Aggregate
Commitments, the payment of all other Obligations and the resignation of the
Administrative Agent.

         9.8      ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY. Bank of
America and its Affiliates may make loans to, issue letters of credit for the
account of, accept deposits from, acquire equity interests in and generally
engage in any kind of banking, trust, financial advisory, underwriting or other
business with each of the Loan Parties and their respective Affiliates as though
Bank of America were not the Administrative Agent or the L/C Issuer hereunder
and without notice to or consent of the Lenders. The Lenders acknowledge that,
pursuant to such activities, Bank of America or its Affiliates may receive
information regarding any Loan Party or its Affiliates (including information
that may be subject to confidentiality obligations in favor of such Loan Party
or such Affiliate) and acknowledge that the Administrative Agent shall be under
no obligation to provide such information to them. With respect to its Loans,
Bank of America shall have the same rights and powers under this Agreement as
any other Lender and may exercise such rights and powers as though it were not
the Administrative Agent or the L/C Issuer, and the terms "Lender" and "Lenders"
include Bank of America in its individual capacity.

         9.9      SUCCESSOR ADMINISTRATIVE AGENT. The Administrative Agent may
resign as Administrative Agent upon 30 days' notice to the Lenders; provided
that any such resignation by Bank of America shall also constitute its
resignation as L/C Issuer and Swing Line Lender. If the Administrative Agent
resigns under this Agreement, the Required Lenders shall appoint from among the
Lenders a successor administrative agent for the Lenders which successor
administrative agent shall be consented to by the Company at all times other
than during the existence of an Event of Default (which consent of the Company
shall not be unreasonably withheld or delayed). If no successor administrative
agent is appointed prior to the effective date of the resignation of the
Administrative Agent, the Administrative Agent may appoint, after consulting
with the Lenders and the Company, a successor administrative agent from among
the Lenders. Upon the acceptance of its appointment as successor administrative
agent hereunder, the Person acting as such successor administrative agent shall
succeed to all the rights, powers and duties of the retiring Administrative
Agent, L/C Issuer and Swing Line Lender and the respective terms "Administrative
Agent," "L/C Issuer" and "Swing Line Lender" shall mean such successor
administrative agent, Letter of Credit issuer and swing line lender, and the
retiring Administrative Agent's appointment, powers and duties as Administrative
Agent shall be terminated and the retiring L/C Issuer's and Swing Line Lender's
rights, powers and duties as such shall be terminated, without any other or
further act or deed on the part of such retiring L/C Issuer or Swing Line Lender
or any other Lender, other than the obligation of the successor L/C Issuer to
issue letters of credit in substitution for the Letters of Credit, if any,
outstanding at the time of such succession or to make other arrangements
satisfactory to the retiring L/C Issuer to effectively assume the obligations of
the retiring L/C Issuer with respect to such Letters of Credit. After any
retiring Administrative Agent's resignation hereunder as Administrative Agent,
the provisions of this Article IX and Sections 10.4 and 10.5 shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent under this Agreement. If no successor administrative agent
has accepted appointment as Administrative Agent by the date which is 30 days
following a retiring Administrative Agent's notice of resignation, the retiring
Administrative Agent's resignation shall nevertheless thereupon become

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effective and the Lenders shall perform all of the duties of the Administrative
Agent hereunder until such time, if any, as the Required Lenders appoint a
successor agent as provided for above.

         9.10     ADMINISTRATIVE AGENT MAY FILE PROOFS OF CLAIM. In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to any Loan Party, the Administrative Agent (irrespective of
whether the principal of any Loan or L/C Obligation shall then be due and
payable as herein expressed or by declaration or otherwise and irrespective of
whether the Administrative Agent shall have made any demand on the Company)
shall be entitled and empowered, by intervention in such proceeding or otherwise

                  (a)      to file and prove a claim for the whole amount of the
principal and interest owing and unpaid in respect of the Loans, L/C Obligations
and all other Obligations that are owing and unpaid and to file such other
documents as may be necessary or advisable in order to have the claims of the
Lenders and the Administrative Agent (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Lenders and the
Administrative Agent and their respective agents and counsel and all other
amounts due the Lenders and the Administrative Agent under Sections 2.3(i) and
(j), 2.9 and 10.4) allowed in such judicial proceeding; and

                  (b)      to collect and receive any monies or other property
payable or deliverable on any such claims and to distribute the same; and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Lender to make such payments to the Administrative Agent and, in the event that
the Administrative Agent shall consent to the making of such payments directly
to the Lenders, to pay to the Administrative Agent any amount due for the
reasonable compensation, expenses, disbursements and advances of the
Administrative Agent and its agents and counsel, and any other amounts due the
Administrative Agent under Sections 2.9 and 10.4.

         Nothing contained herein shall be deemed to authorize the
Administrative Agent to authorize or consent to or accept or adopt on behalf of
any Lender any plan of reorganization, arrangement, adjustment or composition
affecting the Obligations or the rights of any Lender or to authorize the
Administrative Agent to vote in respect of the claim of any Lender in any such
proceeding.

         9.11     GUARANTY MATTERS. The Lenders irrevocably authorize the
Administrative Agent to (and the Administrative Agent agrees that, so long as no
Default exists or would result therefrom it will upon the request of the
Company), release any Guarantor from its obligations under the Guaranty if (i)
such Person ceases to be a Subsidiary as a result of a transaction permitted
hereunder or (ii) the Company delivers to the Administrative Agent a written
request for the release of a Subsidiary from its obligations under the Guaranty;
provided that prior to any such release the Administrative Agent shall have
received a certificate from a Responsible Officer certifying that (a) the
Company will be in compliance with Section 6.12 after giving effect to such
release and (b) no Default exists or would result therefrom.

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Upon request by the Administrative Agent at any time, the Required Lenders will
confirm in writing the Administrative Agent's authority to release any Guarantor
from its obligations under the Guaranty pursuant to this Section 9.11.

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

                                   ARTICLE X
                                 MISCELLANEOUS

         10.1     AMENDMENTS, ETC. No amendment or waiver of any provision of
this Agreement or any other Loan Document, and no consent to any departure by
the Company or any other Loan Party therefrom, shall be effective unless in
writing signed by the Required Lenders and the Company or the applicable Loan
Party, as the case may be, and acknowledged by the Administrative Agent, and
each such waiver or consent shall be effective only in the specific instance and
for the specific purpose for which given; provided that no such amendment,
waiver or consent shall:

                  (a)      waive any condition set forth in Section 4.1(a)
without the written consent of each Lender;

                  (b)      increase or extend the Commitment of any Lender (or
reinstate any Commitment terminated pursuant to Section 8.2) without the written
consent of such Lender;

                  (c)      postpone any date fixed by this Agreement or any
other Loan Document for any payment (excluding mandatory prepayments) of
principal, interest, fees or other amounts due to the Lenders (or any of them)
hereunder or under any other Loan Document without the written consent of each
Lender directly affected thereby;

                  (d)      reduce the principal of, or the rate of interest
specified herein on, any Loan or L/C Borrowing, or (subject to clause (iv) of
the second proviso to this Section 10.1) any fees or other amounts payable
hereunder or under any other Loan Document without the written consent of each
Lender directly affected thereby; provided that only the consent of the Required
Lenders shall be necessary to waive any obligation of the Company to pay
interest at the Default Rate;

                  (e)      change Section 2.13 or Section 8.3 in a manner that
would alter the pro rata sharing of payments required thereby without the
written consent of each Lender;

                  (f)      change any provision of this Section or the
definition of "Required Lenders" or any other provision hereof specifying the
number or percentage of Lenders required

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to amend, waive or otherwise modify any rights hereunder or make any
determination or grant any consent hereunder, without the written consent of
each Lender; or

                  (g)      release all or substantially all of the Guarantors
from the Guaranty without the written consent of each Lender;

and, provided, further, that (i) no amendment, waiver or consent shall, unless
in writing and signed by the L/C Issuer in addition to the Lenders required
above, affect the rights or duties of the L/C Issuer under this Agreement or any
Letter of Credit Application relating to any Letter of Credit issued or to be
issued by it; (ii) no amendment, waiver or consent shall, unless in writing and
signed by the Swing Line Lender in addition to the Lenders required above,
affect the rights or duties of the Swing Line Lender under this Agreement; (iii)
no amendment, waiver or consent shall, unless in writing and signed by the
Administrative Agent in addition to the Lenders required above, affect the
rights or duties of the Administrative Agent under this Agreement or any other
Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges
thereunder waived, in a writing executed only by the parties thereto.
Notwithstanding anything to the contrary herein, no Defaulting Lender shall have
any right to approve or disapprove any amendment, waiver or consent hereunder,
except that the Commitment of such Lender may not be increased or extended
without the consent of such Lender.

         10.2     NOTICES AND OTHER COMMUNICATIONS; FACSIMILE COPIES.

                  (a)      General. Unless otherwise expressly provided herein,
all notices and other communications provided for hereunder shall be in writing
(including by facsimile transmission). All such written notices shall be mailed,
faxed or delivered to the applicable address, facsimile number or (subject to
subsection (c) below) electronic mail address, and all notices and other
communications expressly permitted hereunder to be given by telephone shall be
made to the applicable telephone number, as follows:

                           (i)      if to the Company, the Administrative Agent,
         the L/C Issuer or the Swing Line Lender, to the address, facsimile
         number, electronic mail address or telephone number specified for such
         Person on Schedule 10.2 or to such other address, facsimile number,
         electronic mail address or telephone number as shall be designated by
         such party in a notice to the other parties; and

                           (ii)     if to any other Lender, to the address,
         facsimile number, electronic mail address or telephone number specified
         in its Administrative Questionnaire or to such other address, facsimile
         number, electronic mail address or telephone number as shall be
         designated by such party in a notice to the Company, the Administrative
         Agent, the L/C Issuer and the Swing Line Lender.

All such notices and other communications shall be deemed to be given or made
upon the earlier to occur of (i) actual receipt by the relevant party hereto and
(ii) (A) if delivered by hand or by courier, when signed for by or on behalf of
the relevant party hereto; (B) if delivered by mail, four Business Days after
deposit in the mails, postage prepaid; (C) if delivered by facsimile, when sent
and receipt has been confirmed by telephone; and (D) if delivered by electronic
mail (which form of delivery is subject to the provisions of subsection (c)
below), when delivered;

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<PAGE>

provided that notices and other communications to the Administrative Agent, the
L/C Issuer and the Swing Line Lender pursuant to Article II shall not be
effective until actually received by such Person. In no event shall a voicemail
message be effective as a notice, communication or confirmation hereunder.

                  (b)      Effectiveness of Facsimile Documents and Signatures.
Loan Documents may be transmitted and/or signed by facsimile. The effectiveness
of any such documents and signatures shall, subject to applicable Law, have the
same force and effect as manually-signed originals and shall be binding on all
Loan Parties, the Administrative Agent and the Lenders. The Administrative Agent
may also require that any such documents and signatures be confirmed by a
manually-signed original thereof; provided that the failure to request or
deliver the same shall not limit the effectiveness of any facsimile document or
signature.

                  (c)      Limited Use of Electronic Mail. Electronic mail and
Internet and intranet websites may be used only to distribute routine
communications, such as financial statements and other information as provided
in Section 6.2, and to distribute Loan Documents for execution by the parties
thereto, and may not be used for any other purpose.

                  (d)      Reliance by Administrative Agent and Lenders. The
Administrative Agent and the Lenders shall be entitled to rely and act upon any
notices (including telephonic Revolving Loan Notices and Swing Line Loan
Notices) purportedly given by or on behalf of the Company even if (i) such
notices were not made in a manner specified herein, were incomplete or were not
preceded or followed by any other form of notice specified herein, or (ii) the
terms thereof, as understood by the recipient, varied from any confirmation
thereof. The Company shall indemnify each Agent-Related Person and each Lender
from all losses, costs, expenses and liabilities resulting from the reliance by
such Person on each notice purportedly given by or on behalf of the Company. All
telephonic notices to and other communications with the Administrative Agent may
be recorded by the Administrative Agent, and each of the parties hereto hereby
consents to such recording.

         10.3     NO WAIVER; CUMULATIVE REMEDIES. No failure by any Lender or
the Administrative Agent to exercise, and no delay by any such Person in
exercising, any right, remedy, power or privilege hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise of any right, remedy,
power or privilege hereunder preclude any other or further exercise thereof or
the exercise of any other right, remedy, power or privilege. The rights,
remedies, powers and privileges herein provided are cumulative and not exclusive
of any rights, remedies, powers and privileges provided by law.

         10.4     ATTORNEY COSTS, EXPENSES AND TAXES. The Company agrees (a) to
pay or reimburse the Administrative Agent for all costs and expenses incurred in
connection with the development, preparation, negotiation and execution of this
Agreement and the other Loan Documents and any amendment, waiver, consent or
other modification of the provisions hereof and thereof (whether or not the
transactions contemplated hereby or thereby are consummated), and the
consummation and administration of the transactions contemplated hereby and
thereby, including all Attorney Costs, and (b) to pay or reimburse the
Administrative Agent and each Lender for all costs and expenses incurred in
connection with the enforcement, attempted enforcement, or preservation of any
rights or remedies under this Agreement or the other Loan

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Documents (including all such costs and expenses incurred during any "workout"
or restructuring in respect of the Obligations and during any legal proceeding,
including any proceeding under any Debtor Relief Law), including all Attorney
Costs. The foregoing costs and expenses shall include all search, filing,
recording, title insurance and appraisal charges and fees and taxes related
thereto, and other out-of-pocket expenses incurred by the Administrative Agent
and the cost of independent public accountants and other outside experts
retained by the Administrative Agent or any Lender. All amounts due under this
Section 10.4 shall be payable within ten Business Days after demand therefor.
The agreements in this Section shall survive the termination of the Aggregate
Commitments and repayment of all other Obligations.

         10.5     INDEMNIFICATION BY THE COMPANY. Whether or not the
transactions contemplated hereby are consummated, the Company shall indemnify
and hold harmless each Agent-Related Person, each Lender and their respective
Affiliates, directors, officers, employees, counsel, agents and
attorneys-in-fact (collectively the "Indemnitees") from and against any and all
liabilities, obligations, losses, damages, penalties, claims, demands, actions,
judgments, suits, costs, expenses and disbursements (including Attorney Costs)
of any kind or nature whatsoever which may at any time be imposed on, incurred
by or asserted against any such Indemnitee in any way relating to or arising out
of or in connection with (a) the execution, delivery, enforcement, performance
or administration of any Loan Document or any other agreement, letter or
instrument delivered in connection with the transactions contemplated thereby or
the consummation of the transactions contemplated thereby, (b) any Commitment,
Loan or Letter of Credit or the use or proposed use of the proceeds therefrom
(including any refusal by the L/C Issuer to honor a demand for payment under a
Letter of Credit if the documents presented in connection with such demand do
not strictly comply with the terms of such Letter of Credit), (c) any actual or
alleged presence or release of Hazardous Materials on or from any property
currently or formerly owned or operated by the Company, any Subsidiary or any
other Loan Party, or any Environmental Claim related in any way to the Company,
any Subsidiary or any other Loan Party, or (d) any actual or prospective claim,
litigation, investigation or proceeding relating to any of the foregoing,
whether based on contract, tort or any other theory (including any investigation
of, preparation for, or defense of any pending or threatened claim,
investigation, litigation or proceeding) and regardless of whether any
Indemnitee is a party thereto (all the foregoing, collectively, the "Indemnified
Liabilities"); provided that such indemnity shall not, as to any Indemnitee, be
available to the extent that such liabilities, obligations, losses, damages,
penalties, claims, demands, actions, judgments, suits, costs, expenses or
disbursements 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. No Indemnitee shall be liable for any damages
arising from the use by others of any information or other materials obtained
through IntraLinks or other similar information transmission systems in
connection with this Agreement, nor shall any Indemnitee have any liability for
any indirect or consequential damages relating to this Agreement or any other
Loan Document or arising out of its activities in connection herewith or
therewith (whether before or after the Closing Date). All amounts due under this
Section 10.5 shall be payable within ten Business Days after demand therefor.
The agreements in this Section shall survive the resignation of the
Administrative Agent, the replacement of any Lender, the termination of the
Aggregate Commitments and the repayment, satisfaction or discharge of all the
other Obligations.

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         10.6     PAYMENTS SET ASIDE. To the extent that any payment by or on
behalf of the Company is made to the Administrative Agent or any Lender, or the
Administrative Agent or any Lender exercises its right of set-off, and such
payment or the proceeds of such set-off or any part thereof is subsequently
invalidated, declared to be fraudulent or preferential, set aside or required
(including pursuant to any settlement entered into by the Administrative Agent
or such Lender in its discretion) to be repaid to a trustee, receiver or any
other party, in connection with any proceeding under any Debtor Relief Law or
otherwise, then (a) to the extent of such recovery, the obligation or part
thereof originally intended to be satisfied shall be revived and continued in
full force and effect as if such payment had not been made or such set-off had
not occurred, and (b) each Lender severally agrees to pay to the Administrative
Agent upon demand its applicable share of any amount so recovered from or repaid
by the Administrative Agent, plus interest thereon from the date of such demand
to the date such payment is made at a rate per annum equal to the Federal Funds
Rate from time to time in effect.

         10.7     SUCCESSORS AND ASSIGNS.

                  (a)      The provisions of this Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns permitted hereby, except that the Company may not assign
or otherwise transfer any of its rights or obligations hereunder without the
prior written consent of each Lender and no Lender may assign or otherwise
transfer any of its rights or obligations hereunder except (i) to an Eligible
Assignee in accordance with the provisions of subsection (b) of this Section,
(ii) by way of participation in accordance with the provisions of subsection (d)
of this Section, (iii) by way of pledge or assignment of a security interest
subject to the restrictions of subsection (f) or (i) of this Section, or (iv) to
an SPC in accordance with the provisions of subsection (h) of this Section (and
any other attempted assignment or transfer by any party hereto shall be null and
void). Nothing in this Agreement, expressed or implied, shall be construed to
confer upon any Person (other than the parties hereto, their respective
successors and assigns permitted hereby, Participants to the extent provided in
subsection (d) of this Section and, to the extent expressly contemplated hereby,
the Indemnitees) any legal or equitable right, remedy or claim under or by
reason of this Agreement.

                  (b)      Any Lender may at any time assign to one or more
Eligible Assignees all or a portion of its rights and obligations under this
Agreement (including all or a portion of its Commitment and the Loans (including
for purposes of this subsection (b), participations in L/C Obligations and in
Swing Line Loans) at the time owing to it); provided that (i) except in the case
of an assignment of the entire remaining amount of the assigning Lender's
Commitment and the Loans at the time owing to it or in the case of an assignment
to a Lender or an Affiliate of a Lender or an Approved Fund (as defined in
subsection (g) of this Section) with respect to a Lender, the aggregate amount
of the Commitment (which for this purpose includes Loans outstanding thereunder)
subject to each such assignment, determined as of the date the Assignment and
Assumption with respect to such assignment is delivered to the Administrative
Agent or, if "Trade Date" is specified in the Assignment and Assumption, as of
the Trade Date, shall not be less than $5,000,000 unless each of the
Administrative Agent and, so long as no Event of Default has occurred and is
continuing, the Company otherwise consents (which consent of the Company shall
not be unreasonably withheld or delayed); (ii) each partial assignment shall be
made as an assignment of a proportionate part of all the assigning Lender's
rights and obligations under this Agreement with respect to the Loans or the
Commitment

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<PAGE>

assigned, except that this clause (ii) shall not apply to rights in respect of
Swing Line Loans; (iii) any assignment of a Commitment must be approved by the
Administrative Agent, the L/C Issuer and the Swing Line Lender (which approvals
shall not be unreasonably withheld or delayed) unless the Person that is the
proposed assignee is itself a Lender (whether or not the proposed assignee would
otherwise qualify as an Eligible Assignee); and (iv) the parties to each
assignment shall execute and deliver to the Administrative Agent an Assignment
and Assumption, together with a processing and recordation fee of $3,500.
Subject to acceptance and recording thereof by the Administrative Agent pursuant
to subsection (c) of this Section, from and after the effective date specified
in each Assignment and Assumption, the Eligible Assignee thereunder shall be a
party to this Agreement and, to the extent of the interest assigned by such
Assignment and Assumption, have the rights and obligations of a Lender under
this Agreement, and the assigning Lender thereunder shall, to the extent of the
interest assigned by such Assignment and Assumption, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lender's rights and obligations under
this Agreement, such Lender shall cease to be a party hereto but shall continue
to be entitled to the benefits of Sections 3.1, 3.3, 3.4, 10.4 or 10.5 with
respect to facts and circumstances occurring prior to the effective date of such
assignment). Upon request, the Company (at its expense) shall execute and
deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of
rights or obligations under this Agreement that does not comply with this
subsection shall be treated for purposes of this Agreement as a sale by such
Lender of a participation in such rights and obligations in accordance with
subsection (d) of this Section.

                  (c)      The Administrative Agent, acting solely for this
purpose as an agent of the Company, shall maintain at the Administrative Agent's
Office a copy of each Assignment and Assumption delivered to it and a register
for the recordation of the names and addresses of the Lenders, and the
Commitments of, and principal amounts of the Loans and L/C Obligations owing to,
each Lender pursuant to the terms hereof from time to time (the "Register"). The
entries in the Register shall be conclusive, and the Company, the Administrative
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 Company and any Lender, at any reasonable time
and from time to time upon reasonable prior notice.

                  (d)      Any Lender may at any time, without the consent of,
or notice to, the Company or the Administrative Agent, sell participations to
any Person (other than a natural person or the Company or any of the Company's
Affiliates or Subsidiaries) (each, a "Participant") in all or a portion of such
Lender's rights and/or obligations under this Agreement (including all or a
portion of its Commitment and/or the Loans (including such Lender's
participations in L/C Obligations and/or Swing Line Loans) owing to it);
provided that (i) such Lender's obligations under this Agreement shall remain
unchanged, (ii) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations and (iii) the Company, the
Administrative Agent and the other Lenders shall continue to deal solely and
directly with such Lender in connection with such Lender's rights and
obligations under this Agreement. Any agreement or instrument pursuant to which
a Lender sells such a participation shall provide that such Lender shall retain
the sole right to enforce this Agreement and to approve any amendment,
modification or waiver of any provision of this Agreement; provided

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that such agreement or instrument may provide that such Lender will not, without
the consent of the Participant, agree to any amendment, waiver or other
modification described in the first proviso to Section 10.1 that directly
affects such Participant. Subject to subsection (e) of this Section, the Company
agrees that each Participant shall be entitled to the benefits of Sections 3.1,
3.2 and 3.3 to the same extent as if it were a Lender and had acquired its
interest by assignment pursuant to subsection (b) of this Section. To the extent
permitted by law, each Participant also shall be entitled to the benefits of
Section 10.9 as though it were a Lender; provided such Participant agrees to be
subject to Section 2.13 as though it were a Lender.

                  (e)      A Participant shall not be entitled to receive any
greater payment under Section 3.1 or 3.3 than the applicable Lender would have
been entitled to receive with respect to the participation sold to such
Participant, unless the sale of the participation to such Participant is made
with the Company's prior written consent. A Participant that would be a Foreign
Lender if it were a Lender shall not be entitled to the benefits of Section 3.1
unless the Company is notified of the participation sold to such Participant and
such Participant agrees, for the benefit of the Company, to comply with Section
10.13 as though it were a Lender.

                  (f)      Any Lender may at any time pledge or assign a
security interest in all or any portion of its rights under this Agreement
(including under its Note, if any) to secure obligations of such Lender,
including any pledge or assignment to secure obligations to a Federal Reserve
Bank; provided that no such pledge or assignment shall release such Lender from
any of its obligations hereunder or substitute any such pledgee or assignee for
such Lender as a party hereto.

                  (g)      As used herein, the following terms have the
following meanings:

                           "Eligible Assignee" means (i) a Lender; (ii) an
                  Affiliate of a Lender; (iii) an Approved Fund; and (iv) any
                  other Person (other than a natural person) approved by (x) the
                  Administrative Agent, the L/C Issuer and the Swing Line
                  Lender, and (y) unless an Event of Default has occurred and is
                  continuing, the Company (each such approval not to be
                  unreasonably withheld or delayed); provided that
                  notwithstanding the foregoing, "Eligible Assignee" shall not
                  include the Company or any of the Company's Affiliates or
                  Subsidiaries

                           "Fund" means any Person (other than a natural person)
                  that is (or will be) engaged in making, purchasing, holding or
                  otherwise investing in commercial loans and similar extensions
                  of credit in the ordinary course of its business.

                           "Approved Fund" means any Fund that is administered
                  or managed by (i) a Lender, (ii) an Affiliate of a Lender or
                  (iii) an entity or an Affiliate of an entity that administers
                  or manages a Lender.

                  (h)      Notwithstanding anything to the contrary contained
herein, any Lender (a "Granting Lender") may grant to a special purpose funding
vehicle identified as such in writing from time to time by the Granting Lender
to the Administrative Agent and the Company (an "SPC") the option to provide all
or any part of any Revolving Loan that such Granting Lender would otherwise be
obligated to make pursuant to this Agreement; provided that (i) nothing

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herein shall constitute a commitment by any SPC to fund any Revolving Loan, and
(ii) if an SPC elects not to exercise such option or otherwise fails to make all
or any part of such Revolving Loan, the Granting Lender shall be obligated to
make such Revolving Loan pursuant to the terms hereof. Each party hereto hereby
agrees that (i) neither the grant to any SPC nor the exercise by any SPC of such
option shall increase the costs or expenses or otherwise increase or change the
obligations of the Company under this Agreement (including its obligations under
Section 3.2), (ii) no SPC shall be liable for any indemnity or similar payment
obligation under this Agreement for which a Lender would be liable, and (iii)
the Granting Lender shall for all purposes, including the approval of any
amendment, waiver or other modification of any provision of any Loan Document,
remain the lender of record hereunder. The making of a Revolving Loan by an SPC
hereunder shall utilize the Commitment of the Granting Lender to the same
extent, and as if, such Revolving Loan were made by such 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 debt 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 proceeding under the
laws of the United States or any State thereof. Notwithstanding anything to the
contrary contained herein, any SPC may (i) with notice to, but without prior
consent of the Company and the Administrative Agent and with the payment of a
processing fee of $3,500, assign all or any portion of its right to receive
payment with respect to any Revolving Loan to the Granting Lender and (ii)
disclose on a confidential basis any non-public information relating to its
funding of Revolving Loans to any rating agency, commercial paper dealer or
provider of any surety or Guarantee or credit or liquidity enhancement to such
SPC.

         (i)      Notwithstanding anything to the contrary contained herein, any
Lender that is a Fund may create a security interest in all or any portion of
the Loans owing to it and the Note, if any, held by it to the trustee for
holders of obligations owed, or securities issued, by such Fund as security for
such obligations or securities, provided that unless and until such trustee
actually becomes a Lender in compliance with the other provisions of this
Section 10.7, (i) no such pledge shall release the pledging Lender from any of
its obligations under the Loan Documents and (ii) such trustee shall not be
entitled to exercise any of the rights of a Lender under the Loan Documents even
though such trustee may have acquired ownership rights with respect to the
pledged interest through foreclosure or otherwise.

         (j)      Notwithstanding anything to the contrary contained herein, if
at any time Bank of America assigns all of its Commitment and Loans pursuant to
subsection (b) above, Bank of America may, (i) upon 30 days' notice to the
Company and the Lenders, resign as L/C Issuer and/or (ii) upon 30 days' notice
to the Company, resign as Swing Line Lender. In the event of any such
resignation as L/C Issuer or Swing Line Lender, the Company shall be entitled to
appoint from among the Lenders (subject to the consent by the applicable Lender
to such appointment) a successor L/C Issuer or Swing Line Lender hereunder;
provided that no failure by the Company to appoint any such successor shall
affect the resignation of Bank of America as L/C Issuer or Swing Line Lender, as
the case may be. If Bank of America resigns as L/C Issuer, it shall retain all
the rights and obligations of the L/C Issuer hereunder with respect to all
Letters of Credit outstanding as of the effective date of its resignation as L/C
Issuer and all L/C Obligations with respect thereto (including the right to
require the Lenders to make Base Rate

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Loans or fund risk participations in Unreimbursed Amounts pursuant to Section
2.3(c)). If Bank of America resigns as Swing Line Lender, it shall retain all
the rights of the Swing Line Lender provided for hereunder with respect to Swing
Line Loans made by it and outstanding as of the effective date of such
resignation, including the right to require the Lenders to make Base Rate Loans
or fund risk participations in outstanding Swing Line Loans pursuant to Section
2.4(c).

         10.8     CONFIDENTIALITY. Each of the Administrative 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'
directors, officers, 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; (c) to the extent required by applicable laws or
regulations or by any subpoena or similar legal process; (d) to any other party
to this Agreement; (e) in connection with the exercise of any remedies hereunder
or any suit, action or proceeding relating to this Agreement or the enforcement
of rights hereunder; (f) subject to an agreement containing provisions
substantially the same as those of this Section, to (i) any Eligible Assignee of
or Participant in, or any prospective Eligible Assignee of or Participant in,
any of its rights or obligations under this Agreement or (ii) any direct or
indirect contractual counterparty or prospective counterparty (or such
contractual counterparty's or prospective counterparty's professional advisor)
to any credit derivative transaction relating to obligations of the Loan
Parties; (g) with the consent of the Company; (h) to the extent such Information
(i) becomes publicly available other than as a result of a breach of this
Section or (ii) becomes available to the Administrative Agent or any Lender on a
nonconfidential basis from a source other than the Company; or (i) to the
National Association of Insurance Commissioners or any other similar
organization. In addition, the Administrative Agent and the Lenders may disclose
the existence of this Agreement and information about this Agreement to market
data collectors, similar service providers to the lending industry, and service
providers to the Administrative Agent and the Lenders in connection with the
administration and management of this Agreement, the other Loan Documents, the
Commitments, and the Credit Extensions. For the purposes of this Section,
"Information" means all information received from any Loan Party relating to any
Loan Party or its business, other than any such information that is available to
the Administrative Agent or any Lender on a nonconfidential basis prior to
disclosure by any Loan Party; provided that, in the case of information received
from a Loan Party after the date hereof, such information is clearly identified
in writing at the time of delivery as confidential. Any Person required to
maintain the confidentiality of Information as provided in this Section shall be
considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such
Information as such Person would accord to its own confidential information.

         10.9     SET-OFF. In addition to any rights and remedies of the Lenders
provided by law, upon the occurrence and during the continuance of any Event of
Default, each Lender is authorized at any time and from time to time, without
prior notice to the Company or any other Loan Party, any such notice being
waived by the Company (on its own behalf and on behalf of each Loan Party) to
the fullest extent permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held by,
and other indebtedness at any time owing by, such Lender to or for the credit or
the account of the

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respective Loan Parties against any and all Obligations owing to such Lender
hereunder or under any other Loan Document, now or hereafter existing,
irrespective of whether or not the Administrative Agent or such Lender shall
have made demand under this Agreement or any other Loan Document and although
such Obligations may be contingent or unmatured or denominated in a currency
different from that of the applicable deposit or indebtedness. Each Lender
agrees promptly to notify the Company and the Administrative Agent after any
such set-off and application made by such Lender; provided that the failure to
give such notice shall not affect the validity of such set-off and application.

         10.10    INTEREST RATE LIMITATION. Notwithstanding anything to the
contrary contained in any Loan Document, the interest paid or agreed to be paid
under the Loan Documents shall not exceed the maximum rate of non-usurious
interest permitted by applicable Law (the "Maximum Rate"). If the Administrative
Agent or any Lender shall receive interest in an amount that exceeds the Maximum
Rate, the excess interest shall be applied to the principal of the Loans or, if
it exceeds such unpaid principal, refunded to the Company. In determining
whether the interest contracted for, charged, or received by the Administrative
Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent
permitted by applicable Law, (a) characterize any payment that is not principal
as an expense, fee, or premium rather than interest, (b) exclude voluntary
prepayments and the effects thereof, and (c) amortize, prorate, allocate, and
spread in equal or unequal parts the total amount of interest throughout the
contemplated term of the Obligations hereunder.

         10.11    INTEGRATION. This Agreement, together with the other Loan
Documents, comprises the complete and integrated agreement of the parties on the
subject matter hereof and thereof and supersedes all prior agreements, written
or oral, on such subject matter. In the event of any conflict between the
provisions of this Agreement and those of any other Loan Document, the
provisions of this Agreement shall control; provided that the inclusion of
supplemental rights or remedies in favor of the Administrative Agent or the
Lenders in any other Loan Document shall not be deemed a conflict with this
Agreement. Each Loan Document was drafted with the joint participation of the
respective parties thereto and shall be construed neither against nor in favor
of any party, but rather in accordance with the fair meaning thereof.

         10.12    SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All
representations and warranties made hereunder and in any other Loan Document or
other document delivered pursuant hereto or thereto or in connection herewith or
therewith shall survive the execution and delivery hereof and thereof. Such
representations and warranties have been or will be relied upon by the
Administrative Agent and each Lender, regardless of any investigation made by
the Administrative Agent or any Lender or on their behalf and notwithstanding
that the Administrative Agent or any Lender may have had notice or knowledge of
any Default at the time of any Credit Extension, and shall continue in full
force and effect as long as any Loan or any other Obligation hereunder shall
remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

         10.13    TAX FORMS. (a) (i) Each Lender that is not a "United States
person" within the meaning of Section 7701(a)(30) of the Code (a "Foreign
Lender") shall deliver to the Administrative Agent, prior to receipt of any
payment subject to withholding under the Code (or upon accepting an assignment
of an interest herein), two duly signed completed copies of either

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IRS Form W-8BEN or any successor thereto (relating to such Foreign Lender and
entitling it to an exemption from, or reduction of, withholding tax on all
payments to be made to such Foreign Lender by the Company pursuant to this
Agreement) or IRS Form W-8ECI or any successor thereto (relating to all payments
to be made to such Foreign Lender by the Company pursuant to this Agreement) or
such other evidence satisfactory to the Company and the Administrative Agent
that such Foreign Lender is entitled to an exemption from, or reduction of, U.S.
withholding tax, including any exemption pursuant to Section 881(c) of the Code.
Thereafter and from time to time, each such Foreign Lender shall (A) promptly
submit to the Administrative Agent such additional duly completed and signed
copies of one of such forms (or such successor forms as shall be adopted from
time to time by the relevant United States taxing authorities) as may then be
available under then current United States laws and regulations to avoid, or
such evidence as is satisfactory to the Company and the Administrative Agent of
any available exemption from or reduction of, United States withholding taxes in
respect of all payments to be made to such Foreign Lender by the Company
pursuant to this Agreement, (B) promptly notify the Administrative Agent of any
change in circumstances which would modify or render invalid any claimed
exemption or reduction, and (C) take such steps as shall not be materially
disadvantageous to it, in the reasonable judgment of such Lender, and as may be
reasonably necessary (including the re-designation of its Lending Office) to
avoid any requirement of applicable Laws that the Company make any deduction or
withholding for taxes from amounts payable to such Foreign Lender.

         (ii)     Each Foreign Lender, to the extent it does not act or ceases
to act for its own account with respect to any portion of any sums paid or
payable to such Lender under any of the Loan Documents (for example, in the case
of a typical participation by such Lender), shall deliver to the Administrative
Agent on the date when such Foreign Lender ceases to act for its own account
with respect to any portion of any such sums paid or payable, and at such other
times as may be necessary in the determination of the Administrative Agent (in
the reasonable exercise of its discretion), (A) two duly signed completed copies
of the forms or statements required to be provided by such Lender as set forth
above, to establish the portion of any such sums paid or payable with respect to
which such Lender acts for its own account that is not subject to U.S.
withholding tax, and (B) two duly signed completed copies of IRS Form W-8IMY (or
any successor thereto), together with any information such Lender chooses to
transmit with such form, and any other certificate or statement of exemption
required under the Code, to establish that such Lender is not acting for its own
account with respect to a portion of any such sums payable to such Lender.

         (iii)    The Company shall not be required to pay any additional amount
to any Foreign Lender under Section 3.1 (A) with respect to any Taxes required
to be deducted or withheld on the basis of the information, certificates or
statements of exemption such Lender transmits with an IRS Form W-8IMY pursuant
to this Section 10.13(a) or (B) if such Lender shall have failed to satisfy the
foregoing provisions of this Section 10.13(a); provided that if such Lender
shall have satisfied the requirement of this Section 10.13(a) on the date such
Lender became a Lender or ceased to act for its own account with respect to any
payment under any of the Loan Documents, nothing in this Section 10.13(a) shall
relieve the Company of its obligation to pay any amounts pursuant to Section 3.1
in the event that, as a result of any change in any applicable law, treaty or
governmental rule, regulation or order, or any change in the interpretation,
administration or application thereof, such Lender is no longer properly
entitled to deliver forms, certificates or

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other evidence at a subsequent date establishing the fact that such Lender or
other Person for the account of which such Lender receives any sums payable
under any of the Loan Documents is not subject to withholding or is subject to
withholding at a reduced rate.

         (iv)     The Administrative Agent may, without reduction, withhold any
Taxes required to be deducted and withheld from any payment under any of the
Loan Documents with respect to which the Company is not required to pay
additional amounts under this Section 10.13(a).

                  (b)      Upon the request of the Administrative Agent, each
Lender that is a "United States person" within the meaning of Section
7701(a)(30) of the Code shall deliver to the Administrative Agent two duly
signed completed copies of IRS Form W-9. If such Lender fails to deliver such
forms, then the Administrative Agent may withhold from any interest payment to
such Lender an amount equivalent to the applicable back-up withholding tax
imposed by the Code, without reduction.

                  (c)      If any Governmental Authority asserts that the
Administrative Agent did not properly withhold or backup withhold, as the case
may be, any tax or other amount from payments made to or for the account of any
Lender, such Lender shall indemnify the Administrative Agent therefor, including
all penalties and interest, any taxes imposed by any jurisdiction on the amounts
payable to the Administrative Agent under this Section, and costs and expenses
(including Attorney Costs) of the Administrative Agent. The obligation of the
Lenders under this Section shall survive the termination of the Aggregate
Commitments, repayment of all other Obligations hereunder and the resignation of
the Administrative Agent.

         10.14    COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

         10.15    SEVERABILITY. If any provision of this Agreement or the other
Loan Documents is held to be illegal, invalid or unenforceable, (a) the
legality, validity and enforceability of the remaining provisions of this
Agreement and the other Loan Documents shall not be affected or impaired thereby
and (b) the parties shall endeavor in good faith negotiations to replace the
illegal, invalid or unenforceable provisions with valid provisions the economic
effect of which comes as close as possible to that of the illegal, invalid or
unenforceable provisions. The invalidity of a provision in a particular
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

         10.16    AUTOMATIC DEBITS OF FEES. With respect to any interest,
commitment fee, letter of credit fee or other fee due and payable to the
Administrative Agent, the LC Issuer, the Swing Line Lender, Bank of America or
the Arranger under the Loan Documents, the Company hereby irrevocably authorizes
Bank of America to debit any deposit account of the Company with Bank of America
in an amount such that the aggregate amount debited from all such deposit
accounts does not exceed such fee or other cost or expense. If there are
insufficient funds in such deposit accounts to cover the amount of the interest
or fees then due, such debits will be reversed (in whole or in part, in Bank of
America's sole discretion) and such amount not debited shall be deemed to be
unpaid. No such debit under this Section shall be deemed a set-off.

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         10.17    GOVERNING LAW.

                  (a)      THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF CALIFORNIA APPLICABLE TO AGREEMENTS
MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE
ADMINISTRATIVE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER
FEDERAL LAW.

                  (b)      ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE
OF CALIFORNIA SITTING IN SAN FRANCISCO OR OF THE UNITED STATES FOR THE NORTHERN
DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE
COMPANY, THE ADMINISTRATIVE AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN
RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE
COMPANY, THE ADMINISTRATIVE AGENT AND EACH LENDER IRREVOCABLY WAIVES ANY
OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE
GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN
DOCUMENT OR OTHER DOCUMENT RELATED THERETO. THE COMPANY, THE ADMINISTRATIVE
AGENT AND EACH LENDER WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER
PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH
STATE.

         10.18    WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY TO THIS AGREEMENT
HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION
OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH
OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM
WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH
CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT
OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH
CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT
A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR
A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE
SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

                                       75

<PAGE>

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

                                         ABM INDUSTRIES INCORPORATED

                                         By:    /s/ George B. Sundby
                                                -----------------------------
                                         Name:  George B. Sundby

                                         Title: Senior Vice President, Chief
                                                Financial officer & Treasurer


                                      S-1

<PAGE>

                                         BANK OF AMERICA, N.A., as
                                         Administrative Agent

                                         By:    /s/ Ken Pure
                                                -----------------------------
                                         Name:  Ken Pure

                                         Title: Vice President


                                      S-2

<PAGE>

                                         BANK OF AMERICA, N.A., as a Lender, L/C
                                         Issuer and Swing Line Lender

                                         By:    /s/ Lisa M. Thomas
                                                -----------------------------
                                         Name:  Lisa M. Thomas

                                         Title: Senior Vice President


                                      S-3

<PAGE>

                                         U.S. BANK NATIONAL ASSOCIATION, as
                                         Documentation Agent and as a Lender

                                         By:    /s/ Douglas A. Rich
                                                -----------------------------
                                         Name:  DOUGLAS A. RICH

                                         Title: VICE PRESIDENT


                                      S-4

<PAGE>

                                         KEYBANK NATIONAL ASSOCIATION, as
                                         Syndication Agent and as a Lender

                                         By:    /s/ Michael J. Vegh
                                                -----------------------------
                                         Name:  Michael J. Vegh

                                         Title: Portfolio Manager


                                      S-5

<PAGE>

                                         WACHOVIA BANK, NATIONAL
                                         ASSOCIATION, as a Lender

                                         By:    /s/ Bradford L. Watkins
                                                -----------------------------
                                         Name:  Bradford L. Watkins

                                         Title: Director

                                      S-6

<PAGE>

                                         THE BANK OF NEW YORK, as a Lender

                                         By:    /s/ Elizabeth T. Ying
                                                -----------------------------
                                         Name:  Elizabeth T. Ying

                                         Title: Vice President


                                      S-7

<PAGE>

                                         COMERICA BANK, as a Lender

                                         By:    /s/ John Bonifacio
                                                -----------------------------
                                         Name:  John Bonifacio

                                         Title: Vice President


                                      S-8

<PAGE>

                                                                     SCHEDULE 1

                           EXISTING LETTERS OF CREDIT


                                      S-1

<PAGE>

                                                                   SCHEDULE 2.1

                                   COMMITMENTS
                               AND PRO RATA SHARES

<TABLE>
<CAPTION>
        LENDER                           COMMITMENT        PRO RATA SHARE
--------------------------------------------------------------------------
<S>                                     <C>                <C>
Bank of America, N.A.                   $ 50,000,000        33.333333335%

U.S. Bank National Association          $ 23,000,000        15.333333333%

KeyBank National Association            $ 23,000,000        15.333333333%

Wachovia Corporation                    $ 23,000,000        15.333333333%

The Bank of New York                    $ 15,500,000        10.333333333%

Comerica Bank                           $ 15,500,000        10.333333333%

TOTAL                                   $150,000,000       100.000000000%
</TABLE>

<PAGE>

                                                                   SCHEDULE 5.11

                              ENVIRONMENTAL MATTERS

<PAGE>

                                                                   SCHEDULE 5.13

                                  SUBSIDIARIES
                          AND OTHER EQUITY INVESTMENTS

Part (a).         Subsidiaries.

Part (b).         Other Equity Investments.

<PAGE>

                                                                    SCHEDULE 7.1

                                 EXISTING LIENS

<PAGE>

                                                                    SCHEDULE 7.4

                              EXISTING INVESTMENTS

<PAGE>

                                                                    SCHEDULE 7.5

                              EXISTING INDEBTEDNESS

<PAGE>

                                                                   SCHEDULE 10.2

                    EURODOLLAR AND DOMESTIC LENDING OFFICES,
                              ADDRESSES FOR NOTICES

ABM INDUSTRIES INCORPORATED
160 Pacific Avenue, Suite 222
San Francisco, CA 94111-1428
Attn:    George B. Sundby
         Senior Vice President and Chief Financial Officer
         Telephone: 415-733-4018
         Facsimile: 415-733-5123
         Electronic Mail: gsundby@abm.com

With a copy to:
ABM Industries Incorporated
160 Pacific Avenue, Suite 222
San Francisco, CA 94111-1428
Attn:    General Counsel
         Telephone: 415-733-4034
         Facsimile: 415-733-7333

BANK OF AMERICA
Administrative Agent's Office and Bank of America's Lending Office
(for payments and Requests for Credit Extensions):
Bank of America, N.A.
Commercial Agency Management
800 Fifth Avenue, Floor 37
Mail Code:  WA1-501-37-20
Seattle, WA 98104
Attn:    Ken Puro
         Telephone: 206-358-0138
         Facsimile: 206-358-0971
         Email: ken.puro@bankofamerica.com

L/C Issuer:

Bank of America, N.A.
Trade Operations-Los Angeles #22621
333 S. Beaudry Avenue, 19th Floor
Mail Code: CA9-703-19-23
Los Angeles, CA 90017-1466
Attn:    Sandra Leon
         Telephone: 213-345-5231
         Facsimile: 213-345-6694
         Email: Sandra.Leon@bankofamerica.com

                                        1

<PAGE>

Other Notices as a Lender:
Bank of America, N.A.
345 Montgomery Street
San Francisco, CA 94104
Attn:    Lisa M. Thomas
         Telephone: 415-953-1069
         Facsimile: 415-622-1878
         Email:  lisa.thomas@bankofamerica.com

U.S. BANK NATIONAL ASSOCIATION
Requests for Credit Extensions:

U.S. Bank National Association
555 S.W. Oak Street, PL-7
Portland, OR 97204
Attn:    Lennie Regalado
         Telephone: 503-275-4560
         Facsimile: 503-275-4600
         Email: lennie.regalado@usbank.com
         Account No. 00340012160600
         Ref: ABM Industries
         ABA# 123-000-220

Notices (other than Requests for Credit Extensions):

U.S. Bank National Association
555 S.W. Oak Street, Suite 400
Portland, OR 97204
Attn:    Douglas A. Rich
         Telephone: 503-275-6738
         Facsimile: 503-275-5428
         Email: douglas.rich@usbank.com

KEYBANK NATIONAL ASSOCIATION
Requests for Credit Extensions:

KeyBank National Association
Western Loan Services
Specialty Services
431 E. Parkcenter Boulevard
Boise, ID 83706
         Telephone: 800-297-5518
         Facsimile: 800-297-5495
         Account No. 3072
         Ref: Specialty Team
         ABA# 125000574

                                        2

<PAGE>

Notices (other than Requests for Credit Extensions):

KeyBank National Association
601 108th Avenue NE
5th Floor
Mailcode: WA-31-18-0512
Bellevue, WA 98009
Attn:    Michael J. Vegh
         Telephone: 425-709-4578
         Facsimile: 425-709-4587
         Email: Michael.J.Vegh@keybank.com

WACHOVIA BANK, NATIONAL ASSOCIATION
Requests for Credit Extensions:

Wachovia Corporation
201 South College Street
Charlotte, NC 28288
Attn:    LeKeisha Neely
         Telephone: 704-374-6145
         Facsimile: 704-374-2802
         Email: lekeisha.neely@wachovia.com
         Account No. 145916-8104011
         Ref: ABM Industries, Inc.
         ABA# 053000219

Notices (other than Requests for Credit Extensions):

Wachovia Bank, National Association
One Wachovia Center
301 South College Street
NC0760 - 5th Floor
Charlotte, NC   28288
Attn:    Andy Phelps
         Telephone: 704-383-7238
         Facsimile: 704-374-4793
         Email: andy.phelps@wachovia.com

THE BANK OF NEW YORK
Requests for Credit Extensions:

The Bank of New York
One Wall Street, 22nd Floor
New York, NY 10005
Attn:    Dawn Hertling

                                        3

<PAGE>

         Telephone: 212-635-6742
         Facsimile: 212-635-6399/6877
         Account No. GLA111556
         Ref: ABM Industries, Inc.
         ABA# 021000018

Notices (other than Requests for Credit Extensions):

The Bank of New York
10990 Wilshire Boulevard
Suite 1125
Los Angeles, CA 90024
Attn:    Elizabeth T. Ying
         Telephone: 310-996-8661
         Facsimile: 310-996-8667

COMERICA BANK
Requests for Credit Extensions:

Comerica Bank
3980 Howard Hughes Parkway
Suite 350
Las Vegas, NV 89109
Attn:    Regina C. McGuire
         Telephone: 702-791-4804
         Facsimile: 702-791-2371
         Email: regina_c_mcguire@comerica.com
         Account No. 21585-90010
         Ref: ABM Industries, Inc.
         ABA# 072000096

Notices (other than Requests for Credit Extensions):

Comerica Bank
1920 Main Street
Suite 1150
Irvine, CA 92614
Attn:    John D. Bonifacio
         Telephone: 949-798-7243
         Facsimile: 949-476-1222
         Email: john_d_bonifacio@comerica.com

                                        4

<PAGE>

                                                                       EXHIBIT A

                          FORM OF REVOLVING LOAN NOTICE

                                                       Date:  ___________, _____

To:      Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

         Reference is made to that certain Credit Agreement dated as of June 28,
2002 (as amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the "Agreement;" the terms defined therein being used
herein as therein defined) among ABM Industries Incorporated, a Delaware
corporation (the "Company"), the Lenders from time to time party thereto, and
Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line
Lender.

         The undersigned hereby requests (select one):

         [ ] A Borrowing of Revolving Loans  [ ] A conversion or continuation of
                                                 Loans

1.                On ________________________________________(a Business Day).

2.                In the amount of $_________________________.

3.                Comprised of ______________________________.

                       [Type of Revolving Loan requested]

4.       For Eurodollar Rate Loans:  with an Interest Period of _______ months.

         [The Revolving Borrowing requested herein complies with the proviso to
the first sentence of Section 2.1 of the Agreement.]

                                        ABM INDUSTRIES INCORPORATED

                                        By:  ___________________________________

                                        Name:  _________________________________

                                        Title: _________________________________

                                      A-1

<PAGE>

                                                                       EXHIBIT B
                         FORM OF SWING LINE LOAN NOTICE

                                                       Date:  ___________, _____

To:      Bank of America, N.A., as Swing Line Lender
         Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

         Reference is made to that certain Credit Agreement, dated as of June
28, 2002 amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the "Agreement;" the terms defined therein being used
herein as therein defined), among ABM Industries Incorporated, a Delaware
corporation (the "Company"), the Lenders from time to time party thereto, and
Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line
Lender.

         The undersigned hereby requests a Swing Line Loan:

       1.         On _____________________________________(a Business Day).

       2.         In the amount of $______________________.

         The Swing Line Borrowing requested herein complies with the
requirements of the provisos to the first sentence of Section 2.4(a) of the
Agreement.

                                        ABM INDUSTRIES INCORPORATED

                                        By:  ___________________________________

                                        Name:  _________________________________

                                        Title: _________________________________

                        Form of Swing Line Loan Notice


                                      B-1

<PAGE>

                                                                       EXHIBIT C

                                  FORM OF NOTE

                                                           _______________, ____

         FOR VALUE RECEIVED, the undersigned (the "Company"), hereby promises to
pay to the order of _____________________________ (the "Lender"), on the
Maturity Date (as defined in the Credit Agreement referred to below) the
principal amount of all Revolving Loans (as defined in such Credit Agreement)
made by the Lender to the Company under the Credit Agreement dated as of June
28, 2002 (as amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the "Agreement;" terms defined therein being used
herein as therein defined) among the Company, the Lenders from time to time
party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer
and Swing Line Lender.

         The Company promises to pay interest on the unpaid principal amount of
each Revolving Loan from the date of such Revolving Loan until such principal
amount is paid in full, at such interest rates and at such times as are
specified in the Agreement. All payments of principal and interest shall be made
to the Administrative Agent for the account of the Lender in Dollars in
immediately available funds at the Administrative Agent's Office. If any amount
is not paid in full when due hereunder, such unpaid amount shall bear interest,
to be paid upon demand, from the due date thereof until the date of actual
payment (and before as well as after judgment) computed at the per annum rate
set forth in the Agreement.

         This Note is one of the Notes referred to in the Agreement, is entitled
to the benefits thereof and is subject to prepayment in whole or in part as
provided therein. This Note is also entitled to the benefits of the Guaranty.
Upon the occurrence of one or more of the Events of Default specified in the
Agreement, all amounts then remaining unpaid on this Note shall become, or may
be declared to be, immediately due and payable, all as provided in the
Agreement. Revolving Loans made by the Lender shall be evidenced by one or more
loan accounts or records maintained by the Lender in the ordinary course of
business. The Lender may also attach schedules to this Note and endorse thereon
the date, amount and maturity of its Revolving Loans and payments with respect
thereto.

         The Company, for itself, its successors and assigns, hereby waives
diligence, presentment, protest and demand and notice of protest, demand,
dishonor and non-payment of this Note.

                                  Form of Note


                                      C-1

<PAGE>

         THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF CALIFORNIA.

                                        ABM INDUSTRIES INCORPORATED

                                        By:  ___________________________________

                                        Name:  _________________________________

                                        Title:  ________________________________

                                  Form of Note


                                      C-2

<PAGE>

                REVOLVING LOANS AND PAYMENTS WITH RESPECT THERETO

<TABLE>
<CAPTION>
                                                                          AMOUNT OF        OUTSTANDING
                                                         END OF          PRINCIPAL OR       PRINCIPAL
                     TYPE OF          AMOUNT OF         INTEREST        INTEREST PAID      BALANCE THIS         NOTATION
     DATE           LOAN MADE         LOAN MADE          PERIOD           THIS DATE           DATE               MADE BY
-------------------------------------------------------------------------------------------------------------------------------
 <S>              <C>               <C>               <C>               <C>                <C>                <C>
 _____________    _____________     _____________     _____________     _____________      _____________      _____________
 _____________    _____________     _____________     _____________     _____________      _____________      _____________
 _____________    _____________     _____________     _____________     _____________      _____________      _____________
 _____________    _____________     _____________     _____________     _____________      _____________      _____________
 _____________    _____________     _____________     _____________     _____________      _____________      _____________
 _____________    _____________     _____________     _____________     _____________      _____________      _____________
 _____________    _____________     _____________     _____________     _____________      _____________      _____________
 _____________    _____________     _____________     _____________     _____________      _____________      _____________
 _____________    _____________     _____________     _____________     _____________      _____________      _____________
 _____________    _____________     _____________     _____________     _____________      _____________      _____________
 _____________    _____________     _____________     _____________     _____________      _____________      _____________
 _____________    _____________     _____________     _____________     _____________      _____________      _____________
 _____________    _____________     _____________     _____________     _____________      _____________      _____________
 _____________    _____________     _____________     _____________     _____________      _____________      _____________
 _____________    _____________     _____________     _____________     _____________      _____________      _____________
 _____________    _____________     _____________     _____________     _____________      _____________      _____________
 _____________    _____________     _____________     _____________     _____________      _____________      _____________
 _____________    _____________     _____________     _____________     _____________      _____________      _____________
</TABLE>

                                  Form of Note


                                      C-3

<PAGE>

                                                                       EXHIBIT D
                         FORM OF COMPLIANCE CERTIFICATE

                                        Financial Statement Date:______________,

To:      Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

         Reference is made to that certain Credit Agreement, dated as of June
28, 2002 (as amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the "Agreement;" the terms defined therein being used
herein as therein defined), among ABM Industries Incorporated, a Delaware
corporation (the "Company"), the Lenders from time to time party thereto, and
Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line
Lender.

         The undersigned Responsible Officer hereby certifies as of the date
hereof that he/she is the_______________________________of the Company, and
that, as such, he/she is authorized to execute and deliver this Certificate to
the Administrative Agent on the behalf of the Company, and that:

         [Use following for fiscal year-end financial statements]

         1.   Attached hereto as Schedule 1 are the year-end audited financial
statements required by Section 6.1(a) of the Agreement for the fiscal year ended
as of the above date, together with the report and opinion of an independent
certified public accountant required by such section.

         [Use following for fiscal quarter-end financial statements]

         1.   Attached hereto as Schedule 1 are the unaudited financial
statements required by Section 6.1(b) of the Agreement for the fiscal quarter
ended as of the above date. Such financial statements fairly present the
financial condition, results of operations and cash flows of the Company and its
Subsidiaries in accordance with GAAP as at such date and for such period,
subject only to normal year-end adjustments and the absence of footnotes.

         2.   The undersigned has reviewed and is familiar with the terms of the
Agreement and has made, or has caused to be made under his/her supervision, a
detailed review of the transactions and condition (financial or otherwise) of
the Company during the accounting period covered by the attached financial
statements.

         3.   A review of the activities of the Company during such fiscal
period has been made under the supervision of the undersigned with a view to
determining whether during such fiscal period the Company performed and observed
all its Obligations under the Loan Documents, and

<PAGE>

                                  [SELECT ONE:]

         [TO THE BEST KNOWLEDGE OF THE UNDERSIGNED DURING SUCH FISCAL PERIOD,
THE COMPANY PERFORMED AND OBSERVED EACH COVENANT AND CONDITION OF THE LOAN
DOCUMENTS APPLICABLE TO IT.]

                                     --OR--

         [THE FOLLOWING COVENANTS OR CONDITIONS HAVE NOT BEEN PERFORMED OR
OBSERVED AND THE FOLLOWING IS A LIST OF EACH SUCH DEFAULT OR EVENT OF DEFAULT
AND ITS NATURE AND STATUS:]

         4.       The financial covenant analyses and information set forth on
Schedule 2 attached hereto are true and accurate on and as of the date of this
Certificate.

         IN WITNESS WHEREOF, the undersigned has executed this Certificate as
of ________________________, _______________.

                                        ABM INDUSTRIES INCORPORATED

                                        By:  ___________________________________

                                        Name:  _________________________________

                                        Title: _________________________________

                          Form of Compliance Certificate


                                      D-2

<PAGE>

                For the Quarter/Year ended ___________________("Statement Date")

                          Form of Compliance Certificate


                                      D-3

<PAGE>

                                   SCHEDULE 2
                          to the Compliance Certificate
                                  ($ in 000's)

                                             DATE:      ________________________
                                             FOR THE FISCAL QUARTER / YEAR
                                             ENDED:     ________________________

SECTION 7.11(A)  CONSOLIDATED NET WORTH

<TABLE>
<S>                                                                <C>
     NET WORTH
         Total Consolidated Assets:                                    $      -
                                                                   ------------
              minus
         Total Consolidated Liabilities:                               $      -
                                                                   ------------

              equals                                                   $      -
                                                                   ============

     MINIMUM REQUIRED
     the sum of -
         Base Amount:                                                  $295,000
                                                                   ------------
              plus
         0.50 times quarterly Net Income earned
         after April 30, 2002 (without deductions for losses)          $      -
                                                                   ------------
              plus
         Increases in Shareholders' Equity after Closing Date          $      -
         resulting from the issuance and sale of capital
         stock or other equity interests of the Company or
         any Subsidiary (including upon any conversion of
         debt securities)
                                                                   ------------

              EQUALS                                                   $      -
                                                                   ============
</TABLE>

SECTION 7.11(B)  FIXED CHARGE COVERAGE RATIO

<TABLE>
<S>                                                                <C>
     Adjusted Consolidated EBITDAR (rolling four quarter basis)
         Net Income:                                                   $      -
                                                                   ------------
              plus
         Extraordinary/non-cash/non-recurring loss:                    $      -
                                                                   ------------
              minus
         Extraordinary/non-recurring gain:                             $      -
                                                                   ------------
              plus
         Consolidated Interest Charges:                                $      -
                                                                   ------------
              plus
         Federal/state/local/foreign income taxes:                     $      -
                                                                   ------------
              plus
         Depreciation & Amortization:                                  $      -
                                                                   ------------

         Adjusted Consolidated EBITDA                                  $      -
                                                                   ------------
         (pro forma for qualified Acquisitons/Dispositions)
              plus
         Rent Expense:                                                 $      -
                                                                   ------------

                   TOTAL:                                              $      -
                                                                   ------------
     divided by
</TABLE>

                          Form of Compliance Certificate


                                      D-4

<PAGE>

<TABLE>
<S>                                                                <C>
         Consolidated Interest Charges                                 $      -
                                                                   ------------
              plus
         Rent Expense                                                  $      -
                                                                   ------------
              plus
         Scheduled principal payments of long-term Indebtedness        $      -
                                                                   ------------

                   TOTAL:                                              $      -
                                                                   ------------

         EQUALS (EXPRESSED AS A RATIO)                                  TO 1.00
                                                                   ============

         MINIMUM REQUIRED:                                         1.50 TO 1.00
</TABLE>

SECTION 7.11(C)  LEVERAGE RATIO

<TABLE>
<S>                                                                <C>
     FUNDED INDEBTEDNESS
         Indebtedness Outstanding:                                     $      -
                                                                   ------------
              less
         Contingent obligations under commercial letters               $      -
                                                                   ------------
         of credit and Guarantees
              less
         Obligations under Swap Contracts                              $      -
                                                                   ------------
              less
         Intercompany Indebtedness                                     $      -
                                                                   ------------

                   TOTAL:                                              $      -
                                                                   ------------

     Adjusted Consolidated EBITDA                                      $      -
                                                                   ------------

         EQUALS (EXPRESSED AS A RATIO)                                  TO 1.00
                                                                   ============

         MAXIMUM ALLOWED:                                          2.00 TO 1.00
</TABLE>

                          Form of Compliance Certificate


                                      D-5

<PAGE>

                                                                       EXHIBIT E

                            ASSIGNMENT AND ASSUMPTION

                  This Assignment and Assumption (this "Assignment and
Assumption") is dated as of the Effective Date set forth below and is entered
into by and between [Insert name of Assignor] (the "Assignor") and [Insert name
of Assignee] (the "Assignee"). Capitalized terms used but not defined herein
shall have the meanings given to them in the Credit Agreement identified below
(the "Credit Agreement"), receipt of a copy of which is hereby acknowledged by
the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached
hereto are hereby agreed to and incorporated herein by reference and made a part
of this Assignment and Assumption as if set forth herein in full.

                  For an agreed consideration, the Assignor hereby irrevocably
sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases
and assumes from the Assignor, subject to and in accordance with the Standard
Terms and Conditions and the Credit Agreement, as of the Effective Date inserted
by the Administrative Agent as contemplated below, the interest in and to all of
the Assignor's rights and obligations under the Credit Agreement and any other
documents or instruments delivered pursuant thereto that represents the amount
and percentage interest identified below of all of the Assignor's outstanding
rights and obligations under the respective facilities identified below
(including, without limitation, Letters of Credit and Swing Line Loans included
in such facilities and, to the extent permitted to be assigned under applicable
law, all claims (including, without limitation, contract claims, tort claims,
malpractice claims and all other claims at law or in equity, including claims
under any law governing the purchase and sale of securities or governing
indentures pursuant to which securities are issued), suits, causes of action and
any other right of the Assignor against any other Person) (the "Assigned
Interest"). Such sale and assignment is without recourse to the Assignor and,
except as expressly provided in this Assignment and Assumption, without
representation or warranty by the Assignor.

1.       Assignor:         ______________________________

2.       Assignee:         ______________________________ [and is an
                           Affiliate/Approved Fund of [identify Lender](1)]

3.       Company:          ABM Industries Incorporated

4.       Administrative Agent: Bank of America, N.A., as the administrative
                               agent under the Credit Agreement

5.       Credit Agreement:     The Credit Agreement, dated as of June 28, 2002
                               among ABM Industries Incorporated, the Lenders
                               parties thereto, and Bank of America, N.A., as
                               Administrative Agent

--------------------------------------
         (1) Select as applicable.


                                      E-1

<PAGE>

6.       Assigned Interest:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
                                         Aggregate
                                         Amount of                      Amount of                   Percentage
                                      Commitment/Loans               Commitment/Loans               Assigned of
      Facility Assigned               for all Lenders*                  Assigned*                Commitment/Loans(2)
      -----------------               ---------------                   --------                 ----------------
-----------------------------------------------------------------------------------------------------------------------
      <S>                             <C>                            <C>                         <C>
        _____________(3)              $________________              $________________             ______________%
-----------------------------------------------------------------------------------------------------------------------
        _____________                 $________________              $________________             ______________%
-----------------------------------------------------------------------------------------------------------------------
        _____________                 $________________              $________________             ______________%
-----------------------------------------------------------------------------------------------------------------------
</TABLE>

[7.      Trade Date:  __________________](4)

Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT
AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER
THEREFOR.]

The terms set forth in this Assignment and Assumption are hereby agreed to:

                                         ASSIGNOR
                                         [NAME OF ASSIGNOR]

                                         By: _____________________________
                                             Title:

                                         ASSIGNEE
                                         [NAME OF ASSIGNEE]

                                         By: _____________________________
                                             Title:

--------------------------------------
          * Amount to be adjusted by the counterparties to take into account any
payments or prepayments made between the Trade Date and the Effective Date.

         (1) Set forth, to at least 9 decimals, as a percentage of the
Commitment/Loans of all Lenders thereunder.

         (2) Fill in the appropriate terminology for the types of facilities
under the Credit Agreement that are being assigned under this Assignment (e.g.
"Revolving Credit Commitment", "Term Loan Commitment", etc.).

         (3) To be completed if the Assignor and the Assignee intend that the
minimum assignment amount is to be determined as of the Trade Date.

                       Form of Assignment and Assumption


                                      E-2

<PAGE>

Consented to and Accepted:

BANK OF AMERICA, N.A., as
  Administrative Agent

By: _________________________________
    Title:

[Consented to:](5)
ABM INDUSTRIES INCORPORATED

By: _________________________________
    Title:

--------------------------------------
         (5) To be added only if the consent of the Company and/or other parties
(e.g. Swing Line Lender, L/C Issuer) is required by the terms of the Credit
Agreement.

                       Form of Assignment and Assumption


                                      E-3

<PAGE>

                                            ANNEX 1 TO ASSIGNMENT AND ASSUMPTION

                        STANDARD TERMS AND CONDITIONS FOR

                            ASSIGNMENT AND ASSUMPTION

                  1.       Representations and Warranties.

                  1.1.     Assignor. The Assignor (a) represents and warrants
that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the
Assigned Interest is free and clear of any lien, encumbrance or other adverse
claim and (iii) it has full power and authority, and has taken all action
necessary, to execute and deliver this Assignment and Assumption and to
consummate the transactions contemplated hereby; and (b) assumes no
responsibility with respect to (i) any statements, warranties or representations
made in or in connection with the Credit Agreement or any other Loan Document,
(ii) the execution, legality, validity, enforceability, genuineness, sufficiency
or value of the Loan Documents or any collateral thereunder, (iii) the financial
condition of the Company, any of its Subsidiaries or Affiliates or any other
Person obligated in respect of any Loan Document or (iv) the performance or
observance by the Company, any of its Subsidiaries or Affiliates or any other
Person of any of their respective obligations under any Loan Document.

                  1.2.     Assignee. The Assignee (a) represents and warrants
that (i) it has full power and authority, and has taken all action necessary, to
execute and deliver this Assignment and Assumption and to consummate the
transactions contemplated hereby and to become a Lender under the Credit
Agreement, (ii) it meets all requirements of an Eligible Assignee under the
Credit Agreement (subject to receipt of such consents as may be required under
the Credit Agreement), (iii) from and after the Effective Date, it shall be
bound by the provisions of the Credit Agreement as a Lender thereunder and, to
the extent of the Assigned Interest, shall have the obligations of a Lender
thereunder, (iv) it has received a copy of the Credit Agreement, together with
copies of the most recent financial statements delivered pursuant to Section __
thereof, as applicable, and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
this Assignment and Assumption and to purchase the Assigned Interest on the
basis of which it has made such analysis and decision independently and without
reliance on the Administrative Agent or any other Lender, and (v) if it is a
Foreign Lender, attached hereto is any documentation required to be delivered by
it pursuant to the terms of the Credit Agreement, duly completed and executed by
the Assignee; and (b) agrees that (i) it will, independently and without
reliance on the Administrative Agent, the Assignor 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 the Loan Documents, and (ii) it will perform in accordance with their
terms all of the obligations which by the terms of the Loan Documents are
required to be performed by it as a Lender.

                  1.3      Assignee's Address for Notices, etc. Attached hereto
as Schedule 1 is all contact information, address, account and other
administrative information relating to the Assignee.

                       Form of Assignment and Assumption


                                      E-4

<PAGE>

                  2.       Payments. From and after the Effective Date, the
Administrative Agent shall make all payments in respect of the Assigned interest
(including payments of principal, interest, fees and other amounts) to the
Assignee whether such amounts have accrued prior to or on or after the Effective
Date. The Assignor and the Assignee shall make all appropriate adjustments in
payments by the Administrative Agent for periods prior to the Effective Date or
with respect to the making of this assignment directly between themselves.

                  3.       General Provisions. This Assignment and Assumption
shall be binding upon, and inure to the benefit of, the parties hereto and their
respective successors and assigns. This Assignment and Assumption may be
executed in any number of counterparts, which together shall constitute one
instrument. Delivery of an executed counterpart of a signature page of this
Assignment and Assumption by telecopy shall be effective as delivery of a
manually executed counterpart of this Assignment and Assumption. This Assignment
and Assumption shall be governed by, and construed in accordance with, the law
of the State of California.

                       Form of Assignment and Assumption


                                      E-5

<PAGE>

                                         SCHEDULE 1 TO ASSIGNMENT AND ASSUMPTION

                             ADMINISTRATIVE DETAILS

   (Assignee to list names of credit contacts, addresses, phone and facsimile
     numbers, electronic mail addresses and account and payment information)

                       Form of Assignment and Assumption


                                      E-6

<PAGE>

                                                                       EXHIBIT F

                                FORM OF GUARANTY


                                      F-1