<PAGE>
================================================================================
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                                CREDIT AGREEMENT

                          Dated as of September 30,2002

                                      among


                         WALLACE COMPUTER SERVICES, INC.
                                as the Borrower,


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


                                       and

                                THE OTHER LENDERS
                         FROM TIME TO TIME PARTY HERETO


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



                        BANC ONE CAPITAL MARKETS, INC.
                                       as
                              Joint Lead Arranger


                                  BANK ONE, NA
                                       as
                               Syndication Agent


                      SUNTRUST BANK and JPMORGAN CHASE BANK
                                       as
                            Co-Documentation Agents


================================================================================
--------------------------------------------------------------------------------
<PAGE>
                               TABLE OF CONTENTS

<Table>
<Caption>
Section                                                                                      Page
-------                                                                                      ----
<S>                                                                                          <C>
ARTICLE I DEFINITIONS AND ACCOUNTING TERMS ...................................................  1
     1.01 Defined Terms ......................................................................  1
     1.02 Other Interpretive Provisions ...................................................... 19
     1.03 Accounting Terms ................................................................... 20
     1.04 Rounding ........................................................................... 20
     1.05 References to Agreements and Laws .................................................. 20
     1.06 Times of Day ....................................................................... 21
     1.07 Letter of Credit Amounts ........................................................... 21

ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS ............................................. 21
     2.01 Committed Loans .................................................................... 21
     2.02 Borrowings, Conversions and Continuations of Committed Loans ....................... 21
     2.03 Letters of Credit .................................................................. 23
     2.04 Swing Line Loans ................................................................... 30
     2.05 Prepayments ........................................................................ 33
     2.06 Termination or Reduction of Commitments ............................................ 34
     2.07 Repayment of Loans ................................................................. 34
     2.08 Interest ........................................................................... 34
     2.09 Fees ............................................................................... 35
     2.10 Computation of Interest and Fees ................................................... 36
     2.11 Evidence of Debt ................................................................... 36
     2.12 Payments Generally ................................................................. 37
     2.13 Sharing of Payments ................................................................ 38
     2.14 Increase in Commitments ............................................................ 39

ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY ........................................... 40
     3.01 Taxes .............................................................................. 40
     3.02 Illegality ......................................................................... 41
     3.03 Inability to Determine Rates ....................................................... 41
     3.04 Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar
            Rate Loans ....................................................................... 42
     3.05 Funding Losses ..................................................................... 43
     3.06 Matters Applicable to all Requests for Compensation ................................ 43
     3.07 Survival ........................................................................... 44

ARTICLE IV CONDITIONS PRECEDENT TO CREDIT EXTENSIONS ......................................... 44
     4.01 Conditions of Initial Credit Extension ............................................. 44
     4.02 Conditions to all Credit Extensions ................................................ 45

ARTICLE V REPRESENTATIONS AND WARRANTIES ..................................................... 46
     5.01 Existence, Qualification and Power; Compliance with Laws ........................... 46
     5.02 Authorization; No Contravention .................................................... 46
     5.03 Governmental Authorization; Other Consents ......................................... 46
     5.04 Binding Effect ..................................................................... 46
     5.05 Financial Statements; No Material Adverse Effect ................................... 47
     5.06 Litigation ......................................................................... 47
     5.07 No Default ......................................................................... 47

</Table>
                                       i


<PAGE>
<Table>
<S>                                                                                       <C>

     5.08 Ownership of Property; Liens .................................................   48
     5.09 Environmental Compliance .....................................................   48
     5.10 Insurance ....................................................................   48
     5.11 Taxes ........................................................................   48
     5.12 ERISA Compliance .............................................................   48
     5.13 Subsidiaries .................................................................   49
     5.14 Margin Regulations; Investment Company Act; Public Utility Holding Company
            Act ........................................................................   49
     5.15 Disclosure ...................................................................   49
     5.16 Compliance with Laws .........................................................   50
     5.17 Intellectual Property; Licenses, Etc. ........................................   50

ARTICLE VI AFFIRMATIVE COVENANTS .......................................................   50
     6.01 Financial Statements .........................................................   50
     6.02 Certificates; Other Information ..............................................   51
     6.03 Notices ......................................................................   52
     6.04 Payment of Obligations .......................................................   52
     6.05 Preservation of Existence, Etc. ..............................................   53
     6.06 Maintenance of Properties ....................................................   53
     6.07 Maintenance of Insurance .....................................................   53
     6.08 Compliance with Laws .........................................................   53
     6.09 Books and Records ............................................................   53
     6.10 Inspection Rights ............................................................   53
     6.11 Use of Proceeds ..............................................................   54

ARTICLE VII NEGATIVE COVENANTS .........................................................   54
     7.01 Liens ........................................................................   54
     7.02 Investments ..................................................................   55
     7.03 Indebtedness .................................................................   56
     7.04 Fundamental Changes ..........................................................   57
     7.05 Dispositions .................................................................   58
     7.06 Restricted Payments ..........................................................   59
     7.07 Change in Nature of Business .................................................   59
     7.08 Transactions with Affiliates .................................................   59
     7.09 Burdensome Agreements ........................................................   60
     7.10 Use of Proceeds ..............................................................   60
     7.11 Financial Covenants ..........................................................   60
     7.12 Prepayment of Other Indebtedness, Etc. .......................................   60

ARTICLE VIII EVENTS OF DEFAULT AND (REMEDIES) ..........................................   60
     8.01 Events of Default ............................................................   60
     8.02 Remedies Upon Event of Default ...............................................   63
     8.03 Application of Funds .........................................................   63

ARTICLE IX ADMINISTRATIVE AGENT ........................................................   64
     9.01 Appointment and Authorization of Administrative Agent ........................   64
     9.02 Delegation of Duties .........................................................   65
     9.03 Liability of Administrative Agent ............................................   65
     9.04 Reliance by Administrative Agent .............................................   65
     9.05 Notice of Default ............................................................   66
     9.06 Credit Decision; Disclosure of Information by Administrative Agent ...........   66
     9.07 Indemnification of Administrative Agent ......................................   67

</Table>
                                       ii

<PAGE>
<Table>
<S>                                                                                       <C>

     9.08 Administrative Agent in its Individual Capacity ..............................   67
     9.09 Successor Administrative Agent ...............................................   67
     9.10 Administrative Agent May File Proofs of Claim ................................   69
     9.11 Other Agents; Arrangers and Managers .........................................   70

ARTICLE X MISCELLANEOUS ................................................................   70
     10.01 Amendments, Etc. ............................................................   70
     10.02 Notices and Other Communications; Facsimile Copies ..........................   71
     10.03 No Waiver; Cumulative Remedies ..............................................   72
     10.04 Attorney Costs, Expenses and Taxes ..........................................   72
     10.05 Indemnification by the Borrower .............................................   73
     10.06 Payments Set Aside ..........................................................   74
     10.07 Successors and Assigns ......................................................   74
     10.08 Confidentiality .............................................................   77
     10.09 Set-off .....................................................................   78
     10.10 Interest Rate Limitation ....................................................   78
     10.11 Counterparts ................................................................   78
     10.12 Integration .................................................................   79
     10.13 Survival of Representations and Warranties ..................................   79
     10.14 Severability ................................................................   79
     10.15 Tax Forms ...................................................................   79
     10.16 Replacement of Lenders ......................................................   81
     10.17 Governing Law ...............................................................   81
     10.18 Waiver of Right to Trial by Jury ............................................   82

</Table>

                                      iii
<PAGE>
SCHEDULES

     2.01  Commitments and Pro Rata Shares
     5.13  Subsidiaries and Other Equity Investments
     7.01  Existing Liens
     7.03  Existing Indebtedness
     10.02 Administrative Agent's Office, Certain Addresses for Notices

EXHIBITS

         FORM OF

     A   Committed Loan Notice
     B   Swing Line Loan Notice
     C   Note
     D   Compliance Certificate
     E   Assignment and Assumption
     F   Opinion Matters

                                       iv

<PAGE>
                                CREDIT AGREEMENT

     This CREDIT AGREEMENT ("Agreement") is entered into as of September 30,
2002, among WALLACE COMPUTER SERVICES, INC., a Delaware corporation (the
"Borrower"), each lender from time to time party hereto (collectively, the
"Lenders" and individually, a "Lender"), and BANK OF AMERICA, N.A., as
Administrative Agent, Swing Line Lender and L/C Issuer.

     The Borrower 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 covenants and agreements herein contained,
the parties hereto covenant and agree as follows:

                                   ARTICLE I
                        DEFINITIONS AND ACCOUNTING TERMS

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

     "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 10.02, or such other
address or account as the Administrative Agent may from time to time notify the
Borrower 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. Without limiting the generality
of the foregoing, a Person shall be deemed to be Controlled by another Person if
such other Person possesses, directly or indirectly, power to vote 25% or more
of the securities having ordinary voting power for the election of directors,
managing general partners or the equivalent.

     "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 as of the Closing Date shall be $150,000,000.



                                       1
<PAGE>

     "Agreement" means this Credit Agreement.

     "Applicable Rate" means, from time to time, for the purposes of calculating
(a) the Facility Fee for the purposes of Section 2.09(a); (b) the Utilization
Fee for the purposes of Section 2.09(b), (c) the interest rate applicable to
Eurodollar Rate Loans for the purposes of Section 2.08; (d) the interest rate
applicable to Base Rate Loans for the purposes of Section 2.08, or (e) the
Letter of Credit fee for the purposes of Section 2.03(i), the following
percentages per annum, based upon the Debt Rating as set forth below:


                                APPLICABLE RATE

<Table>
<Caption>
                                                                    EURODOLLAR
                                                                    RATE LOANS

                                                                        AND

PRICING       DEBT RATINGS         UTILIZATION        FACILITY       LETTER OF     BASE RATE
LEVEL         S&P/MOODY'S              FEE              FEE         CREDIT FEE       LOANS
--------------------------------------------------------------------------------------------
<S>        <C>                     <C>                <C>           <C>            <C>
1          greater than or
           equal to  A-/A3            0.125%           0.125%          .500%           0%

2          greater than or
           equal to BBB+/Baal         0.125%           0.150%          .600%           0%

3          greater than or
           equal to BBB/Baa2          0.125%           0.175%          .825%           0%

4          greater than or
           equal to BBB-/Baa3         0.125%           0.225%         1.025%       0.025%

5          less than
           BBB-Baa3                   0.125%           0.300%         1.325%       0.325%
</Table>

               "Debt Rating" means, as of any date of determination, the rating
          as determined by either S&P or Moody's (collectively, the "Debt
          Ratings") of the Borrower's non-credit-enhanced, senior unsecured
          long-term debt; provided that if a Debt Rating is issued by each of
          the foregoing rating agencies, then the higher of such Debt Ratings
          shall apply (with the Debt Rating for Pricing Level 1 being the
          highest and the Debt Rating for Pricing Level 5 being the lowest),
          unless there is a split in Debt Ratings of more than one level, in
          which case the Pricing Level that is one level higher than the Pricing
          Level of the lower Debt Rating shall apply.

Initially, the Applicable Rate shall be determined based upon the Debt Rating
specified in the certificate delivered pursuant to Section 4.01(a)(vii).
Thereafter, each change in the Applicable Rate resulting from a publicly
announced change in the Debt Rating shall be effective, in the case of either an
upgrade or downgrade, during the period commencing on the date of the public
announcement thereof and ending on the date immediately preceding the effective
date of the next such change. The foregoing shall not alter the Borrower's
obligation pursuant to Section 6.03(e) to provide notice to the Administrative
Agent of any change in the Debt Rating.

     "Arranger" means Bane of America Securities LLC, in its capacity as joint
lead arranger and sole book manager, and "Arrangers" means a collective
reference to the Arranger and Bane One Capital Markets, Inc., the latter in its
capacity as joint lead arranger.

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




                                       2
<PAGE>

     "Attorney Costs" means and includes all reasonable fees, expenses and
disbursements of any law firm or other external counsel and, without
duplication, after the Closing Date, 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 Borrower and its Subsidiaries for the fiscal year ended July 31, 2001,
and the related consolidated statements of income or operations, shareholders'
equity and cash flows for such fiscal year of the Borrower and its Subsidiaries,
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 2.06, and (c) the date of termination
of the commitment of each Lender to make Loans and of the obligation of the of
the L/C Issuer to make L/C Credit Extensions pursuant to Section 8.02.

     "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 l/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 Committed Loan" means a Committed Loan that is a Base Rate Loan.

     "Base Rate Loan" means a Loan that bears interest based on the Base Rate.

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

     "Borrowing" means a Committed 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, 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.



                                       3
<PAGE>

     "Cash Collateralize" has the meaning specified in Section 2.03(g).

     "Change of Control" means, with respect to any Person, an event or series
of events by which:

          (a) 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 any
     employee benefit plan of such person or its subsidiaries, and any person or
     entity 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 35% 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); or

          (b) during any period of 12 consecutive months, a majority of the
     members of the board of directors or other equivalent governing body of
     such Person cease to be composed of individuals (i) who were members of
     that board or equivalent governing body on the first day of such period,
     (ii) whose election or nomination to that board or equivalent governing
     body was approved by individuals referred to in clause (i) above
     constituting at the time of such election or nomination at least a majority
     of that board or equivalent governing body or (iii) whose election or
     nomination to that board or other equivalent governing body was approved by
     individuals referred to in clauses (i) and (ii) above constituting at the
     time of such election or nomination at least a majority of that board or
     equivalent governing body (excluding, in the case of both clause (ii) and
     clause (iii), any individual whose initial nomination for, or assumption of
     office as, a member of that board or equivalent governing body occurs as a
     result of an actual or threatened solicitation of proxies or consents for
     the election or removal of one or more directors by any person or group
     other than a solicitation for the election of one or more directors by or
     on behalf of the board of directors).

     "Closing Date" means the first date all the conditions precedent in Section
4.01 are satisfied or waived in accordance with Section 4.01 (or, in the case of
Section 4.01(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 Committed
Loans to the Borrower pursuant to Section 2.01, (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 2.01 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.


                                       4
<PAGE>

     "Committed Borrowing" means a borrowing consisting of simultaneous
Committed 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
2.01.

     "Committed Loan" has the meaning specified in Section 2.01.

     "Committed Loan Notice" means a notice of (a) a Committed Borrowing, (b) a
conversion of Committed Loans from one Type to the other, or (c) a continuation
of Eurodollar Rate Loans, pursuant to Section 2.02(a), which, if in writing,
shall be substantially in the form of Exhibit A.

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

     "Consolidated EBIT" means, for any period, for the Borrower and its
Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income
(excluding (x) income and loss from discontinued operations in accordance with
GAAP, and (y) extraordinary gains and losses (whether cash or non-cash) in
accordance with GAAP) for such period, plus (a) the following to the extent
deducted in calculating such Consolidated Net Income: (i) Consolidated Interest
Charges for such period, (ii) the provision for federal, state, local and
foreign income taxes payable by the Borrower and its Subsidiaries for such
period, and (iii) other expenses (other than depreciation and amortization
expenses) of the Borrower and its Subsidiaries reducing such Consolidated Net
Income which do not represent a cash item in such period or any future period
and minus (b) all items of the Borrower and its Subsidiaries increasing such
Consolidated Net Income which do not represent a cash item in such period or any
future period.

     "Consolidated EBITDA" means, for any period, for the Borrower and its
Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income
(excluding (x) income and loss from discontinued operations in accordance with
GAAP, and (y) extraordinary gains and losses (whether cash or non-cash) in
accordance with GAAP) for such period, plus (a) the following to the extent
deducted in calculating such Consolidated Net Income: (i) Consolidated Interest
Charges for such period, (ii) the provision for federal, state, local and
foreign income taxes payable by the Borrower and its Subsidiaries for such
period, (iii) the amount of depreciation and amortization expense deducted in
determining such Consolidated Net Income and (iv) other expenses of the Borrower
and its Subsidiaries reducing such Consolidated Net Income which do not
represent a cash item in such period or any future period and minus (b) all
items of the Borrower and its Subsidiaries increasing such Consolidated Net
Income which do not represent a cash item in such period or any future period.

     "Consolidated Funded Indebtedness" means, as of any date of determination,
for the Borrower and its Subsidiaries on a consolidated basis, the sum of,
without duplication (a) the outstanding principal amount of all payment
obligations, whether current or long-term, for borrowed money (including
Obligations hereunder) and all payment obligations evidenced by bonds,
debentures, notes, loan agreements or other similar instruments, (b) all direct
payment obligations arising under letters of credit (including standby and
commercial), bankers' acceptances, bank guaranties and similar instruments
(other than surety bonds, letters of credit issued for surety purposes and
similar instruments in the ordinary course of business), (c) Attributable
Indebtedness in respect of capital leases and Synthetic Lease Obligations, (d)
the




                                       5
<PAGE>

outstanding attributed principal amount under any asset securitization program
(including without limitation any notes or accounts receivable financing program
and specifically including any Permitted Securitization Transaction), (e)
without duplication, all Guarantees with respect to outstanding Indebtedness of
the types specified in clauses (a) through (d) above of Persons other than the
Borrower or any Subsidiary, and (f) all Indebtedness of the types referred to in
clauses (a) through (e) above of any partnership or joint venture (other than a
joint venture that is itself a corporation or limited liability company) in
which the Borrower or a Subsidiary is a general partner or joint venturer,
unless such Indebtedness is expressly made non-recourse to the Borrower or such
Subsidiary.

     "Consolidated Interest Charges" means, for any period, for the Borrower and
its Subsidiaries on a consolidated basis, the sum of (a) all interest and, to
the extent in lieu of interest, premium payments, debt discount, fees, charges
and related expenses of the Borrower and its Subsidiaries in connection with
borrowed money (including capitalized interest) or in connection with 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
Borrower and its Subsidiaries with respect to such period under capital leases
that is treated as interest in accordance with GAAP.

     "Consolidated Interest Coverage Ratio" means, as of any date of
determination, the ratio of (a) Consolidated EBIT for the period of the four
prior fiscal quarters ending on such date to (b) Consolidated Interest Charges
for such period.

     "Consolidated Leverage Ratio" means, as of any date of determination, the
ratio of (a) Consolidated Funded Indebtedness as of such date to (b)
Consolidated EBITDA for the period of the four fiscal quarters most recently
ended for which the Borrower has delivered financial statements pursuant to
Section 6.01(a) or (b).

     "Consolidated Net Income" means, for any period, for the Borrower and its
Subsidiaries on a consolidated basis, the net income of the Borrower and its
Subsidiaries for that period, determined in accordance with GAAP.

     "Consolidated Net Worth" means, as of any date of determination, for the
Borrower and its Subsidiaries on a consolidated basis, Shareholders' Equity of
the Borrower and its Subsidiaries on that date, determined in accordance with
GAAP.

     "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."

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

     "Debt Rating" has the meaning set forth in the definition of "Applicable
Rate."


                                       6
<PAGE>

     "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, be an Event of Default.

     "Default Rate" means an interest rate equal to (a) the Base Rate plus (b)
the Applicable Rate, if any, applicable to Base Rate Loans plus (c) 2% per
annum; provided, however, that with respect to a Eurodollar Rate Loan, the
Default Rate shall be an interest rate equal to the interest rate (including any
Applicable Rate) otherwise applicable to such Loan plus 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 Committed 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 other Lender any
other amount required to be paid by it hereunder within one Business Day of the
date when due, unless the subject of a good faith dispute, or (c) has been
deemed insolvent or become the subject of a bankruptcy or insolvency 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.

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

     "Eligible Assignee" has the meaning specified in Section 10.07(g).

     "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.

     "Environmental Liability" means any liability, contingent or otherwise
(including any liability for damages, costs of environmental remediation, fines,
penalties or indemnities), of the Borrower or any of its Subsidiaries directly
or indirectly resulting from or based upon (a) violation of any Environmental
Law, (b) the generation, use, handling, transportation, storage, treatment or
disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials,
(d) the release or threatened release of any Hazardous Materials into the
environment or (e) any




                                       7
<PAGE>
contract, agreement or other consensual arrangement pursuant to which liability
is assumed or imposed with respect to any of the foregoing.

     "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 Borrower 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 Borrower 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 Borrower 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 Borrower
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 clause (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 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 clauses (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,


                                       8
<PAGE>

     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 Committed Loan that bears interest at a rate
based on the Eurodollar Rate.

     "Event of Default" has the meaning specified in Section 8.01.

     "Existing Credit Agreement" means that certain Credit Agreement dated as of
October 31, 1997 among the Borrower, Bank of America, N.A. (f/k/a Bank of
America National Trust and Savings Association), as administrative agent, and a
syndicate of lenders.

     "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 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 l/100 of 1%) charged to Bank of America on
such day on such transactions as determined by the Administrative Agent.

     "Fee Letters" means the letter agreement dated July 2, 2002 among the
Borrower, the Administrative Agent and the Arranger and the letter agreement
dated August 16, 2002 among the Borrower and Bane One Capital Markets, Inc., as
such letter agreements may be amended, modified or replaced from time to time by
the parties thereto.

     "Foreign Lender" has the meaning specified in Section 10.15(a)(i).

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

     "GAAP" means generally accepted accounting principles in the United States
set forth 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.


                                       9
<PAGE>

     "Guarantee" means, as to any Person, any (a) any obligation, contingent or
otherwise, of such Person guaranteeing or intended to guarantee any Indebtedness
payable 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, (ii) to purchase or lease property, securities or
services for the purpose of assuring the obligee in respect of such Indebtedness
or the payment of such Indebtedness, (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 to pay such Indebtedness, or (iv)
entered into for the purpose of assuring in any other manner the obligee in
respect of such Indebtedness or the payment 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 of any other Person, whether or
not such Indebtedness 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.

     "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.

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

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

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

          (d) all obligations of such Person to pay the deferred purchase price
     of property or services (other than trade accounts payable in the ordinary
     course of business) that would appear as liabilities on the balance sheet
     of such person;

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


                                       10
<PAGE>

          (f) payment obligations of such Person under capital leases and
     Synthetic Lease Obligations (as opposed to payment obligations under
     operating leases entered into in the ordinary course of business);

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

          (h) payment obligations of such Person with respect to Off-Balance
     Sheet Liabilities (and, for the avoidance of doubt, including the
     attributed principal amount under any asset securitization program
     (including without limitation any notes or accounts receivable financing
     program and specifically including any Permitted Securitization
     Transaction)).

     For all purposes hereof, the Indebtedness of any Person shall include the
Indebtedness of any partnership or joint venture (other than a joint venture
that is itself a corporation or limited liability company) in which such Person
is a general partner or a joint venturer, unless such Indebtedness is expressly
made non-recourse to such Person. The amount of any net payment 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 payment obligation under 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 10.05.

     "Indemnitees" has the meaning set forth in Section 10.05.

     "Interest Payment Date" means, (a) as to any Loan other than a Base Rate
Loan, the last day of each Interest Period applicable to such Loan and the
Maturity Date; provided, however, 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, as selected by the Borrower in its Committed 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 next succeeding Business Day unless
     such Business Day falls in another calendar month, in which case such
     Interest Period shall end on the next preceding Business Day;

          (ii) 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 Maturity Date.



                                       11
<PAGE>

     "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 5.17.

     "IRS" means the United States Internal Revenue Service.

     "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
reimbursement is required under this Agreement or refinanced as a Committed
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.

     "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 Borrower
and Administrative Agent.

     "Letter of Credit" means any letter of credit issued hereunder. A Letter of
Credit may be a commercial letter of credit or a standby letter of credit.



                                       12
<PAGE>

     "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 Expiration Date" means the day that is 35 days prior to
the Maturity Date then in effect (or, if such day is not a Business Day, the
next preceding Business Day).

     "Letter of Credit Sublimit" means an amount equal to $30,000,000. The
Letter of Credit Sublimit is part of, and not in addition to, the Aggregate
Commitments.

     "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 Borrower under
Article II in the form of a Committed Loan or a Swing Line Loan.

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

     "Material Adverse Effect" means (a) a material adverse change in, or a
material adverse effect upon, the operations, business, properties, liabilities
(actual or contingent) or condition (financial or otherwise) of the Borrower and
its Subsidiaries taken as a whole, such that the likelihood of the Borrower
repaying any existing or future Obligations as required under this Agreement or
the other Loan Documents is materially decreased; (b) a material impairment of
the ability of the Borrower 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 the Borrower of any Loan
Document to which it is a party.

     "Material Subsidiary" means any Subsidiary whose assets, Net Income or
sales equal or exceed, respectively, 5% of the assets, Net Income or sales of
the Borrower and its Subsidiaries on a consolidated basis.

     "Maturity Date" means September 24,2005.

     "Moody's" means Moody's Investors Service, Inc. and any successor thereto.

     "Multiemployer Plan" means any employee benefit plan of the type described
in Section 4001(a)(3) of ERISA, to which the Borrower 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 Borrower 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, the Borrower 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




                                       13
<PAGE>

or contingent, due or to become due, now existing or hereafter arising and
including (i) interest and fees that accrue after the commencement by or against
the Borrower or any Affiliate thereof 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 and (ii) any Swap
Contract of the Borrower to which a Lender or any Affiliate of a Lender is a
Party.

     "Off-Balance Sheet Liabilities" means, with respect to any Person as of any
date of determination thereof, without duplication and to the extent not
included as a liability on the consolidated balance sheet of such Person and its
Subsidiaries in accordance with GAAP: (a) with respect to any asset
securitization transaction (including any accounts receivable purchase facility)
(i) the unrecovered investment of purchasers or transferees of assets so
transferred, and (ii) any other payment, recourse, repurchase, hold harmless,
indemnity or similar payment obligation of such Person or any of its
Subsidiaries in respect of assets transferred or payments made in respect
thereof, other than limited recourse provisions that are customary for
transactions of such type and that neither (x) have the effect of limiting the
loss or credit risk of such purchasers or transferees with respect to payment or
performance by the obligors of the assets so transferred nor (y) impair the
characterization of the transaction as a true sale under applicable Laws
(including Debtor Relief Laws); (b) the monetary obligations under any financing
lease or so-called "synthetic," tax retention or off-balance sheet lease
transaction where such transaction is considered borrowed money indebtedness for
tax purposes but is classified as an operating lease under GAAP (and
specifically excluding any normal course operating lease or rental agreement)
which, upon the application of any Debtor Relief Law to such Person or any of
its Subsidiaries, would be characterized as indebtedness; (c) the monetary
obligations under any sale and leaseback transaction which does not create a
liability on the consolidated balance sheet of such Person and its Subsidiaries;
or (d) any other monetary obligation arising with respect to any other
transaction which (i) upon the application of any Debtor Relief Law to such
Person or any of its Subsidiaries, would be characterized as indebtedness or
(ii) is the functional equivalent of or takes the place of borrowing but which
does not constitute a liability on the consolidated balance sheet of such Person
and its Subsidiaries (for purposes of this clause (d), any transaction
structured to provide tax deductibility as interest expense of any dividend,
coupon or other periodic payment will be deemed to be the functional equivalent
of a borrowing).

     "Organization Documents" means, (a) with respect to any corporation, the
certificate or articles of incorporation and the bylaws (or equivalent or
comparable constitutive documents 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, tiling or notice with respect
thereto tiled 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 (i) with respect to Committed Loans and Swing
Line Loans on any date, the aggregate outstanding principal amount thereof after
giving effect to any


                                       14
<PAGE>

borrowings and prepayments or repayments of Committed Loans and Swing Line
Loans, as the case may be, occurring on such date; and (ii) 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 changes in the aggregate amount of the L/C Obligations as of such date,
including as a result of any reimbursements of outstanding unpaid drawings under
any Letters of Credit or any reductions in the maximum amount available for
drawing under Letters of Credit taking effect on such date.

     "Participant" has the meaning specified in Section 10.07(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 Borrower or
any ERISA Affiliate or to which the Borrower 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 Securitization Transaction" means any transaction or series of
transactions pursuant to which the Borrower or any of its Subsidiaries may sell,
convey or otherwise transfer to a Securitization Entity (in the case of a
transfer by the Borrower or any of its Subsidiaries) or any other Person (in
case of a transfer by a Securitization Entity), or may grant a security interest
in, any accounts receivable (whether now existing or arising or acquired in the
future) of the Borrower or any of its Subsidiaries, and any assets related
thereto including, without limitation, all collateral securing such accounts
receivable, all contracts and contract rights and all guarantees or other
obligations in respect of such accounts receivable, proceeds of such accounts
receivable and other assets (including contract rights) which are customarily
transferred or in respect of which security interests are customarily granted in
connection with asset securitization transactions involving accounts receivable,
all of the foregoing for the purpose of providing working capital, fixed assets
or acquisition financing.

     "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 Borrower 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 8.02, 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


                                       15

<PAGE>
each Lender is set forth opposite the name of such Lender on Schedule 2.01 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 10.07(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 Committed Loans, a Committed 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 the obligation of the L/C Issuer to make L/C Credit Extensions
have been terminated pursuant to Section 8.02, 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 the Borrower. Any
document delivered hereunder that is signed by a Responsible Officer of the
Borrower shall be conclusively presumed to have been authorized by all necessary
corporate, partnership and/or other action on the part of the Borrower and such
Responsible Officer shall be conclusively presumed to have acted on behalf of
the Borrower.

     "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 Borrower or any Subsidiary, or any payment (whether in
cash, securities or other property), including any sinking fund or similar
deposit, on account of the purchase, redemption, retirement, acquisition,
cancellation or termination of any 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.

     "S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc. and any successor thereto.

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

     "Securitization Entity" means any Subsidiary (or another Person in which
the Borrower or any Subsidiary of the Borrower makes an Investment and to which
the Borrower or any Subsidiary of the Borrower transfers accounts receivable and
related assets) that engages in no activities other than in connection with the
financing of accounts receivable and that is

                                       16
<PAGE>

designated by the Board of Directors of the Borrower (as provided below) as a
Securitization Entity, (i) no portion of the Indebtedness (contingent or
otherwise) of which (a) is guaranteed by the Borrower or any Subsidiary of the
Borrower other than pursuant to Standard Securitization Undertakings, (b) is
recourse to or obligates the Borrower or any Subsidiary of the Borrower in any
way other than pursuant to Standard Securitization Undertakings or (c) subjects
any property or asset of the Borrower or any Subsidiary of the Borrower,
directly or indirectly, contingently or otherwise, to the satisfaction thereof,
other than pursuant to Standard Securitization Undertakings, (ii) with which
neither the Borrower nor any Subsidiary of the Borrower has any material
contract, agreement, arrangement or understanding other than on terms no less
favorable to the Borrower or such Subsidiary than those that might be obtained
at the time from Persons that are not Affiliates of the Borrower, other than
fees payable in the ordinary course of business in connection with servicing
receivables of such entity, and (iii) to which neither the Borrower nor any
Subsidiary of the Borrower has any obligation to maintain or preserve such
entity's financial condition or cause such entity to achieve certain levels of
operating results. Any such designation by the Board of Directors of the
Borrower shall be evidenced to the Administrative Agent by filing with the
Administrative Agent a certified copy of the resolution of the Board of
Directors of the Borrower giving effect to such designation and a certificate of
a Responsible Officer certifying that such designation complied with the
foregoing conditions.

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

     "Standardized Securitization Undertakings" means representations,
warranties, covenants and indemnities entered into by the Borrower or any
Subsidiary of the Borrower that are reasonably customary in accounts receivable
securitization transactions.

     "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 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 Borrower.

     "Substantial Portion" means, with respect to the property of the Borrower
and its Subsidiaries, property which (a) represents more than 10% of the
consolidated assets of the Borrower and it Subsidiaries, as were shown on the
consolidated financial statements of the Borrower and its Subsidiaries as of the
end of the fiscal quarter next preceding the relevant 12-month period in which
such determination is made and with respect to which the Borrower has complied
with the applicable requirements of Sections 6.01, 6.02(a) and 6.02(b), or (b)
is responsible for more than 20% of the Consolidated EBITDA of the Borrower and
its Subsidiaries for the 12-month period ending as of the end of the fiscal
quarter next preceding the relevant 12-month period in which such determination
is made and with respect to which the Borrower has complied with the applicable
requirements of Sections 6.01, 6.02(a) and 6.02(b).

                                       17
<PAGE>

     "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 clause (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 2.04.

     "Swing Line Borrowing" means a borrowing of a Swing Line Loan pursuant to
Section 2.04.

     "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 2.04(a).

     "Swing Line Loan Notice" means a notice of a Swing Line Borrowing pursuant
to Section 2.04(b), which, if in writing, shall be substantially in the form of
Exhibit B.

     "Swing Line Sublimit" means an amount equal to the lesser of (a)
$15,000,000 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, where
such transaction is considered borrowed money indebtedness for tax purposes but
is classified as an operating lease under GAAP (and specifically excluding any
normal course operating lease or rental agreement), or (b) an agreement for the
use or possession of property creating obligations that do not appear on the

                                       18
<PAGE>

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).

     "Threshold Amount" means 10% of Consolidated Net Worth as shown on the most
recent audited financial statements delivered from time to time pursuant to this
Agreement and with respect to which the Borrower has complied with the
applicable requirements of Sections 6.01, 6.02(a) and 6.02(b).

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

     "Type" means, with respect to a Committed 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 2.03(c)(i).

     1.02 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.

     (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."

                                       19
<PAGE>

     (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.

     1.03 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, extent 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
Borrower or the Required Lenders shall so request, the Administrative Agent, the
Lenders and the Borrower shall negotiate in good faith to amend such ratio or
requirement to preserve the original intent thereof in light of such change in
GA4P (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 GASP prior to such change therein and (ii) the Borrower 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.

     (c) Notwithstanding the above, the parties hereto acknowledge and agree
that, for purposes of all calculations made under the financial covenants set
forth in Section 7.11[(c)], (i) after consummation of any Disposition (A)
income statement items (whether positive or negative) and capital expenditures
attributable to the property disposed of shall be excluded and (B) Indebtedness
which is retired shall be excluded and deemed to have been retired as of the
first day of the applicable period and (ii) after consummation of any Investment
permitted by Section 7.02(h) hereof, (A) income statement items (whether
positive or negative) and capital expenditures attributable to the Person or
property acquired shall, to the extent not otherwise included in such income
statement items for the Borrower and its Subsidiaries on a consolidated basis in
accordance with GAAP or in accordance with any defined terms set forth in
Section 1.01, be included to the extent relating to any period applicable in
such calculations and (B) to the extent not retired in connection with such
Investment, Indebtedness of the Person or property acquired shall be deemed to
have been incurred as of the first day of the applicable period.

     1.04 ROUNDING. Any financial ratios required to be maintained by the
Borrower 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).

     1.05 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

                                       20
<PAGE>

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.

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

     1.07 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 after giving effect to all
increases thereof contemplated by 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

     2.01 COMMITTED LOANS. Subject to the terms and conditions set forth herein,
each Lender severally agrees to make loans (each such loan, a "Committed Loan")
to the Borrower 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, however, that after giving effect to any
Committed Borrowing, (i) the Total Outstandings shall not exceed the Aggregate
Commitments, and (ii) the aggregate Outstanding Amount of the Committed Loans of
any Lender, & 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. Within the limits of
each Lender's Commitment, and subject to the other terms and conditions hereof,
the Borrower may borrow under this Section 2.01, prepay under Section 2.05, and
reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or
Eurodollar Rate Loans, as further provided herein.

     2.02 BORROWINGS, CONVERSIONS AND CONTINUATIONS OF COMMITTED LOANS.

     (a) Each Committed Borrowing, each conversion of Committed Loans from one
Type to the other, and each continuation of Eurodollar Rate Loans shall be made
upon irrevocable notice from the Borrower to the Administrative Agent, which may
be given by telephone. Each such notice must be received by the Administrative
Agent not later than 11:00 a.m. (i) three Business Days prior to the requested
date of any Borrowing of, conversion to or continuation of Eurodollar Rate
Loans, and (ii) on the requested date of any Borrowing of Base Rate Committed
Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a)
must be confirmed promptly by delivery to the Administrative Agent of a written
Committed Loan Notice, appropriately completed and signed by a Responsible
Officer of the Borrower. Each Borrowing of, conversion to or continuation of
Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole
multiple of $1,000,000 in excess thereof. Except as provided in Section 2.03(c)
and Section 2.04(c), each Borrowing of or conversion to Base Rate Committed
Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000
in


                                       21
<PAGE>

excess thereof. Each Committed Loan Notice (whether telephonic or written) shall
specify (i) whether the Borrower is requesting a Committed Borrowing, a
conversion of Committed 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 Committed Loans to be borrowed, converted or continued, (iv)
the Type of Committed Loans to be borrowed or to which existing Committed Loans
are to be converted, and (v) if applicable, the duration of the Interest Period
with respect thereto. If the Borrower fails to specify a Type of Committed Loan
in a Committed Loan Notice or if the Borrower fails to give a timely notice
requesting a conversion or continuation, then the applicable Committed Loans
shall b e 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 Borrower requests a Borrowing of, conversion to, or continuation
of Eurodollar Rate Loans in any such Committed 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 Committed Loan Notice, the Administrative Agent
shall promptly notify each Lender of the amount of its Pro Rata Share of the
applicable Committed Loans, and if no timely notice of a conversion or
continuation is provided by the Borrower, 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 Committed Borrowing,
each Lender shall make the amount of its Committed Loan available to the
Administrative Agent in immediately available funds at the Administrative
Agent's Office not later than 1:00 p.m. on the Business Day specified in the
applicable Committed Loan Notice. Upon satisfaction of the applicable conditions
set forth in Section 4.02 (and, if such Borrowing is the initial Credit
Extension, Section 4.01), the Administrative Agent shall make all funds so
received available to the Borrower in like funds as received by the
Administrative Agent either by (i) crediting the account of the Borrower on the
books of Bank of America with the amount of such funds or (ii) wire transfer of
such funds, in each case in accordance with instructions provided to (and
reasonably acceptable to) the Administrative Agent by the Borrower; provided,
however, that if, on the date the Committed Loan Notice with respect to such
Borrowing is given by the Borrower, there are Swing Line Loans or L/C Borrowings
outstanding, then the proceeds of such Borrowing shall be applied, first, to the
payment in full of any such L/C Borrowings, second, to the payment in full of
any such Swing Line Loans, and third, to the Borrower as provided above.

     (c) Except as otherwise provided herein, a Eurodollar Rate Loan may be
continued or converted only on the last day of an Interest Period for such
Eurodollar Rate Loan. During the existence of an Event of Default, no Loans may
be converted to or continued as Eurodollar Rate Loans without the consent of the
Required Lenders.

     (d) The Administrative Agent shall promptly not@ the Borrower and the
Lenders of the interest rate applicable to any Interest Period for Eurodollar
Rate Loans upon determination of such interest rate. The determination of the
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 Borrower 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.

                                       22
<PAGE>

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

     (f) No failure by a Lender to perform its obligations under this Agreement
shall relieve any other Lender of any of its obligations hereunder.

     2.03 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 2.03, (1) from time to time on any Business Day
     during the period from the Closing Date until the Letter of Credit
     Expiration Date, to issue Letters of Credit for the account of the Borrower
     or certain Subsidiaries, and to amend or renew Letters of Credit previously
     issued by it, in accordance with subsection (b) below, and (2) to honor
     drafts under the Letters of Credit; and (B) the Lenders severally agree to
     participate in Letters of Credit issued for the account of the Borrower;
     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 Committed 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 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 Borrower's ability to obtain Letters of Credit
     shall be fully revolving, and accordingly the Borrower 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. Each Letter
     of Credit Application shall be prepared and signed by the Borrower;
     provided, however, that the Borrower shall be permitted to designate any
     Subsidiary or other third party as the account party for the requested
     Letter of Credit, although, notwithstanding such designation, the Company
     shall be the actual account party for all purposes of this Agreement for
     such Letter of Credit and such designation shall not affect the Borrower's
     reimbursement obligations hereunder with respect to such Letter of Credit.

     (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


                                       23
<PAGE>

          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 2.03(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 after the Letter of Credit Expiration Date, unless all the
          Lenders have approved such expiry date; or

               (D) the issuance of such Letter of Credit would violate one or
          more policies of the L/C Issuer applicable to all applicants for
          letters of credit from the L/C Issuer.

     (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 Borrower 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 Borrower. Such Letter of Credit Application must be received by the L/C
     Issuer and the Administrative Agent not later than 11:00 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
     an 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 (A) the Letter of
     Credit to be amended; (B) the proposed date of amendment thereof (which
     shall be a Business Day); (C) the nature of the proposed amendment; and (D)
     such other matters as the L/C Issuer may require.

                                       24
<PAGE>

         (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 Borrower 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
     Borrower 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
     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 Borrower 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 Borrower
     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 the Letter of Credit Expiration Date; provided,
     however, 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 2.03(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 five 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
     Borrower that one or more of the applicable conditions specified in Section
     4.02 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
     Borrower 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 Borrower and the Administrative Agent thereof. Not later than
     11:00 a.m. on the date that is one Business

                                       25
<PAGE>

     Day after such notice that a beneficiary has given notice of a drawing
     under a Letter of Credit (each such date, an "Honor Date"), the Borrower
     shall reimburse the L/C Issuer through the Administrative Agent in an
     amount equal to the amount of such drawing. If the Borrower 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 Borrower shall be
     deemed to have requested a Committed 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 2.02 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 4.02 (other than the delivery of a Committed Loan Notice).
     Any notice given by the L/C Issuer or the Administrative Agent pursuant to
     this Section 2.03(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 2.03(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 1:00 p.m. on the Business Day
     specified in such notice by the Administrative Agent, whereupon, subject to
     the provisions of Section 2.03(c)(iii), each Lender that so makes funds
     available shall be deemed to have made a Base Rate Committed Loan to the
     Borrower 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 Committed Borrowing of Base Rate Loans because the
     conditions set forth in Section 4.02 cannot be satisfied or for any other
     reason, the Borrower 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 2.03(c)(G) 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 2.03.

         (iv) Until each Lender funds its Committed Loan or L/C Advance pursuant
     to this Section 2.03(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 Committed Loans or L/C Advances to
     reimburse the L/C Issuer for amounts drawn under Letters of Credit, as
     contemplated by this Section 2.03(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 Borrower or any other Person for

                                       26
<PAGE>

     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, however, that each Lender's obligation to make
     Committed Loans pursuant to this Section 2.03(c) is subject to the
     conditions set forth in Section 4.02 (other than delivery by the Borrower
     of a Committed Loan Notice). No such making of an L/C Advance shall relieve
     or otherwise impair the obligation of the Borrower 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 2.03(c) by the
     time specified in Section 2.03(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 2.03(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 Borrower 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 2.03(c)(i) is required to be
     returned under any of the circumstances described in Section 10.06
     (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) Obligations Absolute. The obligation of the Borrower 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:

                                       27
<PAGE>

         (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 Borrower 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
     Borrower.

     The Borrower 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 Borrower's instructions or other irregularity, the
Borrower will immediately notify the L/C Issuer. The Borrower 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.

     (f) Role of L/C Issuer. Each Lender and the Borrower 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
Borrower 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,
however, that this assumption is not intended to, and

                                       28
<PAGE>

shall not, preclude the Borrower's pursuing such rights and remedies as it may
have against the beneficiary or transferee at law or under any other agreement.
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 or
responsible for any of the matters described in clauses (i) through (v) of
Section 2.03(e); provided, however, that anything in such clauses to the
contrary notwithstanding, the Borrower may have a claim against the L/C Issuer,
and the L/C Issuer may be liable to the Borrower, to the extent, but only to the
extent, of any direct, as opposed to consequential or exemplary, damages
suffered by the Borrower which the Borrower 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.

     (g) Cash Collateral. Upon the request of the Administrative Agent, (i) if
the L/C Issuer has honored any full or partial drawing request under any Letter
of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of
the Letter of Credit Expiration Date, any Letter of Credit may for any reason
remain outstanding and partially or wholly undrawn, the Borrower shall
immediately Cash Collateralize the then Outstanding Amount of all L/C
Obligations (in an amount equal to such Outstanding Amount determined as of the
date of such L/C Borrowing or the Letter of Credit Expiration Date, as the case
may be). 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 L/C Obligations, cash or deposit account
balances or, to the extent satisfactory to the Administrative Agent in its sole
and absolute discretion, letters of credit, in each case 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 Borrower 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) Applicability of ISP98 and UCP. Unless otherwise expressly agreed by
the L/C Issuer and the Borrower when a Letter of Credit is issued (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.

                                       29
<PAGE>

     (i) Letter of Credit Fees. The Borrower shall pay to the Administrative
Agent for the account of each Lender in accordance with its Pro Rata Share a
Letter of Credit fee for each Letter of Credit equal to the Applicable Rate
times the daily maximum amount available to be drawn under such Letter of Credit
(whether or not such maximum amount is then in effect under such Letter of
Credit). Such Letter of Credit fee shall be computed on a quarterly basis in
arrears. Such Letter of Credit fee shall be due and payable on the first
Business Day after the end of each March, June, September and December,
commencing with the first such date to occur after the issuance of such Letter
of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If
there is any change in the Applicable Rate during any quarter, the daily maximum
amount of each 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.

     (j) Fronting Fee and Documentary and Processing Charges Payable to L/C
Issuer. The Borrower shall pay directly to the L/C Issuer for its own account
(i) a one-time fronting fee for each commercial Letter of credit equal to 0.25%
times the amount of such commercial Letter of Credit and (ii) a fronting fee for
each standby Letter of Credit of 0.125% per annum times the daily maximum amount
available to be drawn under such standby Letter of Credit (whether or not such
maximum amount is then in effect under such Letter of Credit). Such fronting fee
for each standby Letter of Credit shall be computed on a quarterly basis in
arrears, and shall be due and payable on the first Business Day after the end of
each March, June, September and December, commencing with the first such date to
occur after the issuance of such Letter of Credit, on the Letter of Credit
Expiration Date and thereafter on demand. In addition, the Borrower shall pay
directly to the L/C Issuer for its own account the customary (for similarly
situated "investment grade" credits) 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. A list of such
fees, costs and charges as of the Closing Date has been delivered to the
Borrower. Such customary fees and standard costs and charges are due and payable
on demand and are nonrefundable.

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

     (1) Notwithstanding anything to the contrary contained herein, the Borrower
may, upon notice to the L/C Issuer and the Administrative Agent, replace the L/C
Issuer; provided, however, that (i) such new L/C Issuer shall be a Lender that
has agreed to serve as the new L/C Issuer, (ii) the Administrative Agent shall
have consented to such replacement (such consent not to be unreasonably
withheld) and (iii) the L/C Issuer being replaced 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 being replaced as L/C Issuer
and all L/C Obligations with respect thereto (including the right to require the
Lenders to make Base Rate Committed Loans or fund risk participations in
Unreimbursed Amounts pursuant to Section 2.03(c)).

     2.04 SWING LINE LOANS.

     (a) The Swing Line. Subject to the terms and conditions set forth herein,
the Swing Line Lender agrees to make loans (each such loan, a "Swing Line Loan")
to the Borrower from time to time on any Business Day during the Availability
Period in an aggregate amount not to

                                       30
<PAGE>

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 Committed Loans and L/C Obligations
of the Lender acting as Swing Line Lender, may exceed the amount of such
Lender's Commitment; provided, however, 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 Committed 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 Borrower 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 Borrower may borrow under
this Section 2.04, prepay under Section 2.05, and reborrow under this Section
2.04. Each Swing Line Loan shall be a Base Rate Loan. 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
Borrower'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 1:00 p.m. on the
requested borrowing date, and shall specify (i) the amount to be borrowed, which
shall be a minimum of $100,000, 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 Borrower. 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 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 2:00 p.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
2.04(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 will, not later than 3:00 p.m. on the borrowing
date specified in such Swing Line Loan Notice, make the amount of its Swing Line
Loan available to the Borrower 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 Borrower (which hereby irrevocably
     authorizes the Swing Line Lender to so request on its behalf), that each
     Lender make a Base Rate Committed 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 Committed Loan Notice for purposes hereof) and in accordance with the
     requirements of Section 2.02, without regard to the minimum and multiples
     specified

                                       31
<PAGE>

     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 4.02. The Swing Line Lender shall furnish the Borrower
     with a copy of the applicable Committed 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
     Committed 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 1:00 p.m. on the day specified
     in such Committed Loan Notice, whereupon, subject to Section 2.04(c)(ii),
     each Lender that so makes funds available shall be deemed to have made a
     Base Rate Committed Loan to the Borrower 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 Committed Borrowing in accordance with Section 2.04(c)(i), the request
     for Base Rate Committed 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 2.04(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 2.04(c) by
     the time specified in Section 2.04(c)(i), the Swing Line Lender 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 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 Committed Loans or to purchase
     and fund risk participations in Swing Line Loans pursuant to this Section
     2.04(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 Borrower 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,
     however, that each Lender's obligation to make Committed Loans pursuant to
     this Section 2.04(c) is subject to the conditions set forth in Section
     4.02. No such funding of risk participations shall relieve or otherwise
     impair the obligation of the Borrower 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

                                       32
<PAGE>

     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
     10.06 (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 Borrower for interest on the Swing Line Loans.
Until each Lender funds its Base Rate Committed Loan or risk participation
pursuant to this Section 2.04 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 Borrower shall make all
payments of principal and interest in respect of the Swing Line Loans directly
to the Swing Line Lender.

     2.05 PREPAYMENTS.

     (a) The Borrower may, upon notice to the Administrative Agent, at any time
or from time to time (i) voluntarily prepay Base Rate Committed Loans in whole
or in part without premium or penalty, and (ii) voluntarily prepay Eurodollar
Loans in whole or in part on the last day of the applicable Interest Period
without premium or penalty; provided that (x) such notice must be received by
the Administrative Agent not later than 11:00 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 Committed Loans; (y) any prepayment of Eurodollar Rate
Loans shall be in a principal amount of $5,000,000 or a whole multiple of
$1,000,000 in excess thereof; and (z) any prepayment of Base Rate Committed
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 Committed 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 Borrower, the Borrower 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 3.05. Each such prepayment shall be applied to the Committed
Loans of the Lenders in accordance with their respective Pro Rata Shares.

     (b) The Borrower 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

                                       33
<PAGE>
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
1:00 p.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 Borrower, the
Borrower 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 Borrower shall immediately prepay
Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal
to such excess; provided, however, that the Borrower shall not be required to
Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless
after the prepayment in full of the Committed Loans and Swing Line Loans the
Total Outstandings exceed the Aggregate Commitments then in effect.

     2.06 TERMINATION OR REDUCTION OF COMMITMENTS. The Borrower 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 11:00 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 $5,000,000 in excess thereof, (iii) the Borrower 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 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
utilization fees accrued until the effective date of any termination of the
Aggregate Commitments shall be paid on the effective date of such termination.

     2.07 REPAYMENT OF LOANS.

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

     (b) So long as no Event of Default has occurred and is continuing, the
Borrower shall repay each Swing Line Loan on the earlier to occur of (i) the
date three (3) Business Days after the demand of the Swing Line Lender, and (ii)
the Maturity Date. In the event an Event of Default has occurred and is
continuing, the Borrower shall repay each Swing Line Loan on the earlier to
occur of (i) the demand of the Swing Line Lender, and (ii) the Maturity Date.

     2.08 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)


                                       34
<PAGE>
each Base Rate Committed 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 Borrower under any Loan Document is not
paid when due (after lapse of any applicable grace or cure 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,
unless otherwise agreed to by the Required Lenders, while any Event of Default
exists, the Borrower 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.

     2.09 FEES.

     In addition to certain fees described in subsections (i) and (j) of Section
2.03:

     (a) Facility Fee. The Borrower shall pay to the Administrative Agent for
the account of each Lender in accordance with its Pro Rata Share, a facility fee
equal to the Applicable Rate times the actual daily amount of the Aggregate
Commitments (or, if the Aggregate Commitments have terminated, on the
Outstanding Amount of all Committed Loans, Swing Line Loans and L/C
Obligations), regardless of usage. The facility fee shall accrue at all times
during the Availability Period (and thereafter so long as any Committed Loans,
Swing Line Loans or L/C Obligations remain outstanding), 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 last Business Day of each March,
June, September and December, commencing with the first such date to occur after
the Closing Date, and on the Maturity Date (and, if applicable, thereafter on
demand). The facility 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) Utilization Fee. The Borrower shall pay to the Administrative Agent for
the account of each Lender in accordance with its Pro Rata Share, a utilization
fee equal to the Applicable Rate times the Total Outstandings on each day that
the Total Outstandings exceed 33% of the actual daily amount of the Aggregate
Commitments. The utilization fee shall be due and payable quarterly in arrears
on the last Business Day of each March, June, September and December, commencing
with the first such date to occur after the Closing Date, and on the



                                       35
<PAGE>

Maturity Date. The utilization fee shall be calculated quarterly in arrears and
if there is any change in the Applicable Rate during any quarter, the daily
amount shall be computed and multiplied by the Applicable Rate for each period
during which such Applicable Rate was in effect. The utilization fee shall
accrue at all times, including at any time during which one or more of the
conditions in Article IV is not met.

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

          (ii) The Borrower 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 demonstrable
error of the amount of the Credit Extensions made by the Lenders to the Borrower
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
Borrower 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 demonstrable error. Upon the request of any Lender made
through the Administrative Agent, the Borrower 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 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





                                       36
<PAGE>
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 Borrower shall be made without condition
or deduction for any counterclaim, defense, recoupment or setoff. Except as
otherwise expressly provided herein, all payments by the Borrower 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 2:00 p.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 2:00 p.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 Borrower 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 Borrower 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 Borrower or such Lender, as the case
may be, will not make such payment, the Administrative Agent may assume that the
Borrower or such Lender, as the case may be, has timely made such payment and
may (but shall not be so required to), in reliance thereon, make available a
corresponding amount to the Person entitled thereto. If and to the extent that
such payment was not in fact made to the Administrative Agent in immediately
available funds, then:

          (i) if the Borrower failed to make such payment, each Lender shall
     forthwith on demand repay to the Administrative Agent the portion of such
     assumed payment that was made available to such Lender in immediately
     available funds, together with interest thereon in respect of each day from
     and including the date such amount was made available by the Administrative
     Agent to such Lender to the date such amount is repaid to the
     Administrative Agent in immediately available funds at the Federal Funds
     Rate 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 Borrower to the date such amount is recovered by the Administrative
     Agent (the "Compensation Period") at a rate per annum equal to the Federal
     Funds Rate from time to time in effect. If such Lender pays such amount to
     the Administrative Agent, then such amount shall constitute such Lender's
     Committed Loan included in the applicable Borrowing. If such Lender does
     not pay such amount forthwith upon the Administrative Agent's demand
     therefor, the Administrative Agent may make a demand therefor upon the
     Borrower, and the Borrower shall pay such




                                       37
<PAGE>
     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 Borrower may
     have against any Lender as a result of any default by such Lender
     hereunder.

     A notice of the Administrative Agent to any Lender or the Borrower with
respect to any amount owing under this 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 Borrower 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 on the same business day, if
practicable (or, if not practicable, as soon thereafter as is practicable),
without interest.

     (e) The obligations of the Lenders hereunder to make Committed 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 Committed 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
Committed 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 Committed Loans made by it, or
the participations in L/C Obligations or 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 Committed 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 Committed Loans or such participations, as
the case may be, pro rata with each of them; provided, however, 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 10.06 (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 in respect of
the total amount so recovered, without further interest thereon.


                                       38
<PAGE>
The Borrower 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 10.09) with
respect to such participation as fully as if such Lender were the direct
creditor of the Borrower 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.

     2.14 INCREASE IN COMMITMENTS.

     (a) Provided there exists no Default, upon notice to the Administrative
Agent (which shall promptly notify the Lenders), the Borrower may from time to
time, request an increase in the Aggregate Commitments by an amount for all such
requests not exceeding $50,000,000 in the aggregate; provided that any such
request must be in an amount of not less than $10,000,000 and in a whole
multiple of $5,000,000 in excess thereof. At the time of sending such notice,
the Borrower (in consultation with the Administrative Agent) shall specify the
time period within which each Lender is requested to respond (which shall in no
event be less than ten Business Days from the date of delivery of such notice to
the Lenders). Each Lender shall notify the Administrative Agent within such time
period whether or not it agrees to increase its Commitment and, if so, whether
by an amount equal to, greater than, or less than its Pro Rata Share of such
requested increase. Any Lender not responding within such time period shall be
deemed to have declined to increase its Commitment. The Administrative Agent
shall notify the Borrower and each Lender of the Lenders' responses to each
request made hereunder. To achieve the full amount of a requested increase, the
Borrower may also invite additional Eligible Assignees to become Lenders
pursuant to a joinder agreement in form and substance satisfactory to the
Administrative Agent and its counsel.

     (b) If the Aggregate Commitments are increased in accordance with this
Section, the Administrative Agent and the Borrower shall determine the effective
date (the "Increase Effective Date") and the final allocation of such increase.
The Administrative Agent shall promptly notify the Borrower and the Lenders of
the final allocation of such increase and the Increase Effective Date. As a
condition precedent to such increase, the Borrower shall deliver to the
Administrative Agent a certificate dated as of the Increase Effective Date (in
sufficient copies for each Lender) signed by a Responsible Officer of the
Borrower (i) certifying and attaching the resolutions adopted by the Borrower
approving or consenting to such increase, and (ii), certifying that, before and
after giving effect to such increase, (A) the representations and warranties
contained in Article V and the other Loan Documents are true and correct on and
as of the Increase Effective Date, except to the extent that such
representations and warranties specifically refer to an earlier date, in which
case they are true and correct as of such earlier date, and except that for
purposes of this Section 2.15, the representations and warranties contained in
subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most
recent statements furnished pursuant to subsections (a) and (b), respectively,
of Section 6.01, and (B) no Default exists. The Borrower shall prepay any
Committed Loans outstanding on the Increase Effective




                                       39
<PAGE>
Date (and pay any additional amounts required pursuant to Section 3.05) to the
extent necessary to keep the outstanding Committed Loans ratable with any
revised Pro Rata Shares arising from any nonratable increase in the Commitments
under this Section.

     (c) This Section shall supersede any provisions in Sections 2.13 or 10.01
to the contrary.

                                  ARTICLE III
                     TAXES, YIELD PROTECTION AND ILLEGALITY

     3.01 TAXES.

     (a) Any and all payments by the Borrower 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 Borrower 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 Borrower shall make such deductions, (iii) the Borrower 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 Borrower 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. The Administrative Agent and each Lender
agree to notify the Borrower prior to the Closing Date of any present taxes of
which they are aware and which would be due and payable by the Borrower under
this Section 3.01(a).

     (b) In addition, the Borrower 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"). The Administrative Agent and each Lender agree to
notify the Borrower prior to the Closing Date of any present taxes of which they
are aware and which would be due and payable by the Borrower under this Section
3.01(b).

     (c) If the Borrower 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 Agent or any Lender, the Borrower 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




                                       40
<PAGE>
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 Borrower 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 3.01(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.

     Notwithstanding the foregoing provisions of this Section 3.01, neither the
Administrative Agent nor any Lender shall make a demand on the Borrower for any
payments described in this Section 3.01 unless the Administrative Agent or such
Lender is making substantially the same demand on substantially all its
"investment grade" borrowers that are similarly situated.

     3.02 ILLEGALITY. If any Lender determines that any Law has made it
unlawful, or that any Governmental Authority has asserted that it is unlawful,
for any 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 Borrower through
the Administrative Agent, any obligation of such Lender to make or continue
Eurodollar Rate Loans or to convert Base Rate Committed Loans to Eurodollar Rate
Loans shall be suspended until such Lender notifies the Administrative Agent and
the Borrower that the circumstances giving rise to such determination no longer
exist. Upon receipt of such notice, the Borrower shall, upon demand from such
Lender (with a copy to the Administrative Agent), prepay or, if applicable,
convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on
the last day of the Interest Period therefor, if such Lender may lawfully
continue to maintain such Eurodollar Rate Loans to such day, or immediately, if
such Lender may not lawfully continue to maintain such Eurodollar Rate Loans.
Upon any such prepayment or conversion, the Borrower shall also pay accrued
interest on the amount so prepaid or converted. 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.

     3.03 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 Borrower 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 Borrower 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




                                       41
<PAGE>

request into a request for a Committed Borrowing of Base Rate Loans in the
amount specified therein.

     3.04 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 (as the case may
be) 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
reduction in amount resulting from (i) Taxes or Other Taxes (as to which Section
3.01 shall govern), and (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 which such
Lender is organized or has its Lending Office), then from time to time upon
demand of such Lender (with a copy of such demand to the Administrative Agent)
accompanied by a reasonably detailed calculation of such increased cost or
reduction, the Borrower shall pay to such Lender such additional amounts as will
compensate such Lender for such increased cost or reduction; provided, however,
that no such demand shall be made unless such Lender is making substantially the
same demand on substantially all of its "investment grade" borrowers that are
similarly situated.

     (b) If any Lender determines that the introduction of any Law regarding
capital adequacy or any change therein or in the interpretation thereof, or
compliance by such Lender (or its Lending Office) therewith, 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 its policies with respect to capital adequacy and
such Lender's desired return on capital), then from time to time within 30 days
of demand of such Lender (with a copy of such demand to the Administrative
Agent) accompanied by a reasonably detailed calculation of such reduction, the
Borrower shall pay to such Lender such additional amounts as will compensate
such Lender for such reduction; provided, however, that no such demand shall be
made unless such Lender is making substantially the same demand on substantially
all of its "investment grade" borrowers that are similarly situated.

     (c) The Borrower 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 Borrower shall have
received at least 15 days' prior notice (with a copy to the Administrative
Agent) of such additional interest from such Lender, which notice shall be
accompanied by a reasonably detailed calculation of such additional interest. 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.





                                       42
<PAGE>
     3.05 FUNDING LOSSES. Upon demand of any Lender (with a copy to the
Administrative Agent) from time to time, the Borrower 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 Loan other
than a Base 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);

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

     (c) any assignment of a Eurodollar Rate Loan on a day other than the last
day of the Interest Period therefor as a result of a request by the Borrower
pursuant to Section 10.16;

including any loss of anticipated profits and 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 Borrower shall also pay any customary administrative fees charged by such
Lender in connection with the foregoing.

For purposes of calculating amounts payable by the Borrower to the Lenders under
this Section 3.05, 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 eurodollar market for a comparable
amount and for a comparable period, whether or not such Eurodollar Rate Loan was
in fact so funded.

     3.06 MATTERS APPLICABLE TO ALL REQUESTS FOR COMPENSATION.

     (a) A certificate of the Administrative Agent or any Lender claiming
compensation under this Article III and setting forth a reasonably detailed
calculation of the additional amount or amounts to be paid to it hereunder shall
be conclusive in the absence of demonstrable error. In determining such amount,
the Administrative Agent or such Lender may use any reasonable averaging and
attribution methods.

     (b) Upon any Lender's making a claim for compensation under Section 3.01 or
3.04, the Borrower may replace such Lender in accordance with Section 10.16.





                                       43
<PAGE>
     3.07 SURVIVAL. All of the Borrower's obligations under this Article III
shall survive termination of the Aggregate Commitments and repayment of all
other Obligations hereunder but shall be limited by the applicable statute of
limitations; provided that the applicable Lender or the Administrative Agent may
only require reimbursement or payment of any costs, fees or other amounts
payable by the Borrower under this Article III if they were incurred by such
party in the 90 day period preceding such demand.

                                   ARTICLE IV
                   CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

     4.01 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
Borrower, 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, sufficient in number for
     distribution to the Administrative Agent, each Lender and the Borrower;

          (ii) a Note executed by the Borrower 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 the
     Borrower as the Administrative Agent may require evidencing the identity,
     authority and capacity of each Responsible Officer thereof authorized to
     act as a Responsible Officer in connection with this Agreement and the
     other Loan Documents;

          (iv) such documents and certifications as the Administrative Agent may
     reasonably require to evidence that the Borrower is duly organized or
     formed, and that the Borrower is validly existing, in good standing and
     qualified to engage in business in the State of Delaware, as well as any
     other jurisdiction where its ownership, lease or operation of properties or
     the conduct of its business requires such qualification, except to the
     extent that failure to do so could not reasonably be expected to have a
     Material Adverse Effect;

          (v) a favorable opinion of McGuireWoods LLP, counsel to the Borrower,
     addressed to the Administrative Agent and each Lender, as to the matters
     set forth in Exhibit G;

          (vi) a certificate of a Responsible Officer of the Borrower either (A)
     attaching copies of all consents, licenses and approvals required in
     connection with the execution, delivery and performance by the Borrower and
     the validity against the Borrower of the Loan Documents to which it is a
     party, and such consents, licenses and approvals shall be





                                       44
<PAGE>
     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 Borrower
     certifying (A) that the conditions specified in Sections 4.02(a) and (b)
     have been satisfied, and (B) that there has been no event or circumstance
     since the date of the Audited Financial Statements not previously disclosed
     in the Borrower's public filings with the SEC that has had or could be
     reasonably expected to have, either individually or in the aggregate, a
     Material Adverse Effect; and (C) the current Debt Ratings.

          (viii) evidence that the Existing Credit Agreement has been or
     concurrently with the Closing Date is being terminated and, if applicable,
     all Liens securing obligations under the Existing Credit Agreement have
     been or concurrently with the Closing Date are being released; 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 to the Administrative Agent and/or the
Arrangers on or before the Closing Date shall have been paid.

     (c) Unless waived by the Administrative Agent, the Borrower 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 its 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 Borrower and the
Administrative Agent, which settlement shall occur within thirty (30) days after
the closing date if reasonably practicable).

     (d) The Closing Date shall have occurred on or before September 30,2002.

     4.02 CONDITIONS TO ALL CREDIT EXTENSIONS. The obligation of each Lender to
honor any Request for Credit Extension (other than a Committed Loan Notice
requesting only a conversion of Committed Loans to the other Type, or a
continuation of Eurodollar Rate Loans) is subject to the following conditions
precedent:

     (a) The representations and warranties of the Borrower contained in Article
V or any other Loan Document, or which are contained in any document furnished
at any time under or in connection herewith or therewith, shall be true and
correct in all material respects 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 in all material
respects as of such earlier date, and except that for purposes of this Section
4.02, the representations and warranties contained in subsections (a) and (b) of
Section 5.05 shall be deemed to refer to the most recent statements furnished
pursuant to clauses (a) and (b), respectively, of Section 6.01.

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




                                       45
<PAGE>
     (c) The Administrative Agent and, if applicable, the L/C Issuer or Swing
Line Lender shall have received a Request for Credit Extension in accordance
with the requirements hereof.

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

                                   ARTICLE V
                         REPRESENTATIONS AND WARRANTIES

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

     5.01 EXISTENCE, QUALIFICATION AND POWER; COMPLIANCE WITH LAWS.

     The Borrower and each Subsidiary (a) is duly organized or formed, validly
existing and in good standing under the Laws of the jurisdiction of its
incorporation or organization, (b) has all requisite power and authority and all
requisite governmental licenses, authorizations, consents and approvals to (i)
own its assets and carry on its business 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.

     5.02 AUTHORIZATION; NO CONTRAVENTION. The execution, delivery and
performance by the Borrower of each Loan Document, has been duly authorized by
all necessary corporate or other organizational action, and do not and will not
(a) contravene the terms of any of the Borrower's Organization Documents; (b)
conflict with or result in any material breach or contravention of, or the
creation of any material Lien under, (i) any material Contractual Obligation to
which the Borrower 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) cause a material violation of any Law.

     5.03 GOVERNMENTAL AUTHORIZATION; OTHER CONSENTS. No approval, consent,
exemption, authorization, or other action by, or notice to, or filing with, any
Governmental Authority or any other Person is necessary or required in
connection with the execution, delivery or performance by, or enforcement
against, the Borrower of this Agreement or any other Loan Document.

     5.04 BINDING EFFECT. This Agreement has been, and each other Loan Document,
when delivered hereunder, will have been, duly executed and delivered by the
Borrower. This Agreement constitutes, and each other Loan Document when so
delivered will constitute, a legal,





                                       46
<PAGE>
valid and binding obligation of the Borrower, enforceable against the Borrower
in accordance with its terms, except as such enforceability may be affected by
applicable Debtor Relief Laws.

     5.05 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 Borrower 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, in accordance with GAAP, all material
indebtedness and other material liabilities, direct or contingent, of the
Borrower and its Subsidiaries as of the date thereof, including material
liabilities for taxes, commitments and Indebtedness.

     (b) The unaudited consolidated financial statements of the Borrower 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, and (ii) fairly present the financial condition of the Borrower
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 audit adjustments. Schedule 7.03
sets forth all material Indebtedness (including Off-Balance Sheet Liabilities)
of the Borrower and its consolidated Subsidiaries as of the Closing Date.

     (c) From the date of the Audited Financial Statements and through the
Closing Date, there has been no event or circumstance, either individually or in
the aggregate, that has had or would reasonably be expected to have a Material
Adverse Effect; provided, that the foregoing shall not apply to facts,
circumstances, changes or events, which, as of August 20,2002, have been
discussed in the Borrower's public filings with the Securities and Exchange
Commission, but only to the extent actually discussed in such filings (i.e.
without giving effect to any material deterioration since the date of such
filings through the Closing Date). From the Closing Date, there has been no
event or circumstance arising out of or related to that certain third party
contract dispute described in the Borrower's press release dated September
26,2002 (as disclosed to the Lenders prior to the Closing Date) that has had or
would reasonably be expected to have a Material Adverse Effect.

     5.06 LITIGATION. There are no actions, suits, proceedings or written claims
pending or, to the knowledge of the Borrower, threatened in writing, at law, in
equity, in arbitration or before any Governmental Authority, by or against the
Borrower or any of its Subsidiaries or against any of their properties or
revenues that (a) purport to affect or pertain to this Agreement or any other
Loan Document, or any of the transactions contemplated hereby, or (b) either
individually or in the aggregate, would reasonably be expected to have a
Material Adverse Effect.

     5.07 NO DEFAULT. Neither the Borrower nor any Subsidiary is in default
under or with respect to any Contractual Obligation that would, either
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. No Default has occurred and is





                                       47
<PAGE>
continuing or would result from the consummation of the transactions
contemplated by this Agreement or any other Loan Document.

     5.08 OWNERSHIP OF PROPERTY; LIENS. Each of the Borrower 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 would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect. The
property of the Borrower and its Subsidiaries is subject to no Liens, other than
Liens permitted by Section 7.01.

     5.09 ENVIRONMENTAL COMPLIANCE. The Borrower and its Subsidiaries conduct in
the ordinary course of business a review of the effect of existing Environmental
Laws and claims alleging potential liability or responsibility for violation of
any Environmental Law on their respective businesses, operations and properties,
and as a result thereof the Borrower has reasonably concluded that such
Environmental Laws and claims would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.

     5.10 INSURANCE. The properties of the Borrower and its Subsidiaries are
insured with financially sound and reputable insurance companies not Affiliates
of the Borrower (after giving effect to any self insurance or insurance with a
"captive" insurance company that is an Affiliate of the Borrower, in each case
compatible with the following standards) in such amounts and with such
deductibles and retention levels covering such risks as management of the
Borrower has deemed appropriate in its good faith, reasonable judgment.

     5.11 TAXES. The Borrower and its Subsidiaries have filed all Federal, state
and other material tax returns and reports required to be filed, and have paid
all Federal, state 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 Borrower or any Subsidiary that would, if made, have a
Material Adverse Effect.

     5.12 ERISA COMPLIANCE.

     (a) Each Plan is in compliance in all respects with the applicable
provisions of ERISA, the Code and other Federal or state Laws except to the
extent any non-compliance would not reasonably be expected to have a Material
Adverse Effect. Each Plan that is intended to qualify under Section 401(a) of
the Code has received a favorable determination or opinion 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 Borrower, nothing has occurred
which would prevent, or cause the loss of, such qualification. The Borrower 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 Borrower,
threatened claims, actions or lawsuits, or action by any Governmental Authority,
with respect to any Plan





                                       48
<PAGE>
that would 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 would reasonably be expected
to result in a Material Adverse Effect.

     (c) (i) No ERISA Event has occurred or is reasonably expected to occur
which would reasonably be expected to have a Material Adverse Effect; (ii) no
Pension Plan has any material Unfunded Pension Liability; (iii) neither the
Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur,
any liability under Title IV of ERISA with respect to any Pension Plan (other
than premiums due and not delinquent under Section 4007 of ERISA) which would
reasonably be expected to have a Material Adverse Effect; (iv) neither the
Borrower 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 which would reasonably be
expected to have a Material Adverse Effect; and (v) neither the Borrower nor any
ERISA Affiliate has engaged in a transaction that could be subject to Sections
4069 or 42 12(c) of ERISA.

     5.13 SUBSIDIARIES.

     As of the Closing Date, the Borrower has no Subsidiaries other than those
specifically disclosed in Part (a) of Schedule 5.13 and has no equity
investments in, any other corporation or entity with a value as of the Closing
Date in excess of $1,000,000 other than those specifically disclosed in Part (b)
of Schedule 5.13. Any such other equity investments not otherwise disclosed on
Schedule 5.13 have an aggregate value as of the Closing Date of less than
$5,000,000.

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

     (a) The Borrower 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 Borrower, any Person Controlling the Borrower, 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 DISCLOSURE. No report, financial statement, certificate or other
information furnished (whether in writing or orally) by or on behalf of the
Borrower to the Administrative Agent or any Lender in connection with the
transactions contemplated hereby and the negotiation of this Agreement or
delivered hereunder (as modified or supplemented by other information so
furnished) contains, as of the date of delivery, any material misstatement of
fact or omits to state any material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading; provided that, with respect to





                                       49
<PAGE>
projected financial information, the Borrower represents only that such
information was prepared in good faith based upon assumptions believed to be
reasonable at the time.

     5.16 COMPLIANCE WITH LAWS. The Borrower and each Subsidiary is in
compliance in all material respects 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, would not reasonably be expected to have a Material Adverse
Effect.

     5.17 INTELLECTUAL PROPERTY; LICENSES, ETC. The Borrower 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
Borrower, no slogan or other advertising device, product, process, method,
substance, part or other material now employed, or now contemplated to be
employed, by the Borrower 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 Borrower, threatened, which, either
individually or in the aggregate, would 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 hereunder shall remain unpaid or unsatisfied, or any Letter of
Credit shall remain outstanding, the Borrower shall, and shall (except in the
case of the covenants set forth in Sections 6.01, 6.02, 6.03 and 6.11) cause
each Subsidiary to:

     6.01 FINANCIAL STATEMENTS. Deliver to the Administrative Agent (who shall
then disseminate copies thereof to each Lender in accordance with the last
paragraph of Section 6.02), in form and detail satisfactory to the
Administrative Agent and the Required Lenders:

     (a) as soon as available, but in any event within 95 days after the end of
each fiscal year of the Borrower, a consolidated balance sheet of the Borrower
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

     (b) as soon as available, but in any event within 50 days after the end of
each of the first three fiscal quarters of each fiscal year of the Borrower, a
consolidated balance sheet of the Borrower and its Subsidiaries as at the end of
such fiscal quarter, and the related consolidated





                                       50
<PAGE>
statements of income or operations, shareholders' equity and cash flows for such
fiscal quarter and for the portion of the Borrower's 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 Borrower as fairly presenting the financial condition, results of
operations, shareholders' equity and cash flows of the Borrower and its
Subsidiaries in accordance with GAAP, subject only to normal year-end audit
adjustments and the absence of footnotes.

As to any information contained in materials furnished pursuant to Section 6.02,
the Borrower shall not be separately required to furnish such information under
clause (a) or (b) above, but the foregoing shall not be in derogation of the
obligation of the Borrower to furnish the information and materials described in
subsections (a) and (b) above at the times specified therein.

     6.02 CERTIFICATES; OTHER INFORMATION. Deliver to the Administrative Agent,
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 6.01(a), a certificate of its independent certified public
accountants certifying such financial statements and stating that in making the
examination necessary therefor no knowledge was obtained of any Default under
the financial covenants set forth in Section 7.11 hereof or, if any such Default
exists, stating the nature and status of such event;

     (b) concurrently with the delivery of the financial statements referred to
in Sections 6.01(a) and (b), a duly completed Compliance Certificate signed by a
Responsible Officer of the Borrower;

     (c) [Intentionally Omitted]

     (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 Borrower, and copies of all annual, regular, periodic and
special reports and registration statements which the Borrower 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 Borrower 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 6.01(a) or (b) or
Section 6.02(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
Borrower posts such documents, or provides a link thereto on the Borrower's
website on the Internet at the website address listed on Schedule 10.02; or (ii)
on which such documents are posted on the Borrower's behalf on
IntraLinks/IntraAgency or another relevant website, if any, to which each Lender
and the Administrative Agent have access





                                       51
<PAGE>
 (whether a commercial, third-party website or whether sponsored by the
 Administrative Agent); provided that: (i) the Borrower shall deliver paper
 copies of such documents to the Administrative Agent or any Lender that
 requests the Borrower to deliver such paper copies until a written request to
 cease delivering paper copies is given by the Administrative Agent or such
 Lender and (ii) the Borrower shall notify (which may be by facsimile or
 electronic mail) the Administrative Agent 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 Borrower shall be required to provide paper
 copies of the Compliance Certificates required by Section 6.02(c) to the
 Administrative Agent. 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 Borrower 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.

     6.03 NOTICES. Promptly notify the Administrative Agent and each Lender:

     (a) of the occurrence of any Default;

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

     (c) of the occurrence of any ERISA Event which would reasonably be expected
to result in a Material Adverse Effect;

     (d) of any material change in accounting policies or financial reporting
practices by the Borrower or any Subsidiary; and

     (e) of any public announcement by Moody's or S&P of any change or possible
change in a Debt Rating or Debt Rating outlook.

     Each notice pursuant to this Section shall be accompanied by a statement of
a Responsible Officer of the Borrower setting forth details of the occurrence
referred to therein and stating what action the Borrower has taken and proposes
to take with respect thereto. Each notice pursuant to Section 6.03(a) shall
describe with particularity any and all provisions of this Agreement and any
other Loan Document that have been breached.

     6.04 PAYMENT OF OBLIGATIONS. Pay and discharge as the same shall become due
and payable, all its material obligations and liabilities, including (a) all
material 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 Borrower or such Subsidiary;
(b) all material lawful claims which, if unpaid, would by law become a Lien upon
its






                                       52
<PAGE>
property, 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 Borrower or such Subsidiary; and (c) all material
Indebtedness, as and when due and payable, but subject to any subordination
provisions contained in any instrument or agreement evidencing such
Indebtedness.

     6.05 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 7.04 or 7.05; (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 would
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 would reasonably be expected to have a
Material Adverse Effect.

     6.06 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 would not reasonably be expected to have a Material
Adverse Effect.

     6.07 MAINTENANCE OF INSURANCE. Maintain with financially sound and
reputable insurance companies not Affiliates of the Borrower (after giving
effect to any self insurance or insurance with a "captive" insurance company
that is an Affiliate of the Borrower, in each case compatible with the following
standards) insurance with respect to its properties and business in such amounts
and against loss or damage as deemed appropriate by management of the Borrower
in its good faith, reasonable judgment.

     6.08 COMPLIANCE WITH LAWS. Comply in all material respects with the
requirements of all Laws and all orders, writs, injunctions and decrees
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 would not reasonably be expected to have a
Material Adverse Effect.

     6.09 BOOKS AND RECORDS. (a) Maintain proper books of record and account, in
which full, true and correct entries in conformity with GAAP consistently
applied shall be made of all financial transactions and matters involving the
assets and business of the Borrower or such Subsidiary, as the case may be; and
(b) maintain such books of record and account in material conformity with all
applicable requirements of any Governmental Authority having regulatory
jurisdiction over the Borrower 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 the expense of the Borrower if a Default or Event of Default has occurred and





                                       53
<PAGE>
is then continuing) and at such reasonable times during normal business hours
and as often as may be reasonably desired, upon reasonable advance notice to the
Borrower; provided, however, that when an Event of Default exists the
Administrative Agent or any Lender (or any of their respective representatives
or independent contractors) may do any of the foregoing at the expense of the
Borrower at any time during normal business hours and upon reasonable advance
notice.

     6.11 USE OF PROCEEDS. Use the proceeds of the Credit Extensions for general
corporate purposes not in contravention of any Law or of any Loan Document.

                                  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 Borrower shall not, nor shall it permit any
Subsidiary to, without the written consent or waiver of the Required Lenders,
directly or indirectly:

     7.01 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 7.01 and any
renewals or extensions thereof, provided that the property covered thereby is
not materially expanded and any renewal or extension of the obligations secured
or benefited thereby is permitted by Section 7.03(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;

     (d) carriers', warehousemen's, mechanics', materialmen's, repairmen's or
other like Liens arising in the ordinary course of business which are not
overdue for a period of more than 30 days 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;

     (e) escrows, 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;

     (f) deposits to secure the performance of bids, trade contracts and leases
(other than Indebtedness), statutory obligations, surety bonds (other than bonds
related to judgments or litigation), performance bonds and other obligations of
a like nature incurred in the ordinary course of business;


                                       54
<PAGE>
     (g) easements, rights-of-way, restrictions and other similar encumbrances
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;

     (h) Liens securing judgments for the payment of money not constituting an
Event of Default under Section 8.01(h) or securing appeal or other surety bonds
related to such judgments;

     (i) Liens securing Indebtedness permitted under Section 7.03(e)(i);
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;

     (j) Liens pursuant to Permitted Securitization Transactions not otherwise
prohibited by this Agreement;

     (k) Liens pursuant to sale and leaseback transactions not otherwise
prohibited by this Agreement;

     (l) Liens on (i) the property or assets of a Subsidiary existing at the
time such Subsidiary becomes a Subsidiary of the Borrower and (ii) assets
existing at the time such assets are acquired, so long as in each case (x) such
acquisition is not otherwise prohibited by this Agreement, (y) such Liens are
not incurred in contemplation thereof, and (z) the outstanding principal amount
of the Indebtedness or other obligations secured thereby is not voluntarily
increased (A) in the case of the acquisition of a Subsidiary, by such Subsidiary
after the date such Subsidiary becomes a Subsidiary of the Borrower or (B) in
the case of an asset acquisition, the date the asset is acquired by the Borrower
or its Subsidiaries; and

     (m) Other Liens securing Indebtedness or other obligations not otherwise
prohibited by this Agreement not in excess of, when combined with all other
Indebtedness outstanding under Section 7.03(e), 10% of Consolidated Net Worth at
any one time outstanding.

     7.02 INVESTMENTS. Make any Investments, except:

     (a) Investments held by the Borrower or such Subsidiary in the form of cash
equivalents, including institutional money market funds, or short-term
marketable debt securities;

     (b) Investments held by the Borrower or such Subsidiary with maturities
greater than one year; provided that any such Investments shall be: (i)
securities issued or directly and fully guaranteed or insured by the United
States or any agency or instrumentality thereof (provided that the full faith
and credit of the United States is pledged in support thereof), held
individually or in comparable mutual funds, (ii) obligations of domestic
corporations held in mutual funds; provided that not more that 10% of the
holdings of any such fund shall be obligations of domestic corporations rated
less than A (or the equivalent thereof) by S&P or Moody's, or (iii) obligations
of domestic corporations rated A or better (or the equivalent thereof) by S&P or

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<PAGE>

Moody's held individually; provided that the obligations held in any one such
corporation shall not exceed 3% of Consolidated Net Worth.

     (c) advances to officers, directors and employees of the Borrower and
Subsidiaries in an aggregate amount not to exceed $2,500,000 at any time
outstanding, for travel, entertainment, relocation and analogous ordinary
business purposes; provided that all such advances are in compliance with
applicable Laws, including, but not limited to, the Sarbanes-Oxley Act of 2002;

     (d) Investments of the Borrower in any wholly-owned Subsidiary and
Investments of any wholly-owned Subsidiary in the Borrower or in another
wholly-owned Subsidiary;

     (e) 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;

     (f) Guarantees permitted by Section 7.03;

     (g) other Investments not exceeding 10% of Consolidated Net Worth;

     (h) any Investment consisting of (i) the direct or indirect acquisition by
the Borrower of capital stock or other securities of another Person, or (ii) the
purchase or other acquisition (in one transaction or a series of transactions)
of all or substantially all of the assets of another Person or assets of another
Person that constitute a business unit, so long as in either case (A) such
Person or business acquired is in the same or substantially the same line of
business as the Borrower, (B) after giving effect to such Investment the
Borrower is in compliance on a pro forma basis with the financial covenants set
forth in Section 7.11 hereof (as demonstrated by delivery of a Compliance
Certificate), (C) the Investment is not considered a "hostile" acquisition and
is otherwise not opposed by the management and/or owners of such Person, and (D)
no Default then exists or would result from the consummation of such
Investment; and

     (i) Any Investment consisting of a Restricted Payment permitted by Section
7.06 hereof.

     7.03 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 7.03
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 Borrower or any Subsidiary in respect of Indebtedness
otherwise permitted hereunder of the Borrower or any wholly-owned Subsidiary;

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<PAGE>

     (d) obligations (contingent or otherwise) of the Borrower 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) (i) 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 7.01(i), and (ii) other Indebtedness
secured by Liens permitted pursuant to Section 7.01(m); provided, however, that
the aggregate amount of all such Indebtedness at any one time outstanding
permitted under this Section 7.03(e) shall not exceed 10% of Consolidated Net
Worth;

     (f) (i) unsecured Indebtedness of the Borrower and (ii) unsecured
Indebtedness of the Subsidiaries of the Borrower in an aggregate principal
amount not to exceed $50,000,000 at any time outstanding;

     (g) Indebtedness pursuant to Permitted Securitization Transactions;

     (h) Indebtedness pursuant to surety bonds entered into in the ordinary
course of business (which shall include letters of credit issued for surety
purposes);

     (i) Indebtedness pursuant to industrial revenue bonds and similar financing
transactions, provided that such Indebtedness shall not exceed (i) $10,000,000
at any time outstanding with respect to any individual transaction, and (ii) an
aggregate amount of $40,000,000 at any time outstanding with respect to all such
transactions; and

     (j) Indebtedness assumed in connection with the acquisition of assets or a
Subsidiary within the limitations set forth in Section 7.01(l).

     7.04 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 Borrower, provided that the
Borrower 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, the wholly-owned Subsidiary shall be the continuing or
surviving Person;

     (b) any Subsidiary may Dispose of all or substantially all of its assets
(upon voluntary liquidation or otherwise) to the Borrower 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 Borrower or a
wholly-owned Subsidiary; and

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<PAGE>

     (c) the Borrower and its Subsidiaries may consummate (i) Dispositions
permitted by Section 7.05 hereof, and (ii) the Disposition or liquidation of a
Subsidiary that does not qualify as a Material Subsidiary.

     7.05 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 (i) inventory and (ii) other non-material assets, in
each case 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;

     (d) Dispositions of property by any Subsidiary to the Borrower or to a
wholly-owned Subsidiary;

     (e) Dispositions permitted by Section 7.04;

     (f) Dispositions by the Borrower and its Subsidiaries of property pursuant
to sale-leaseback transactions, provided that the book value of all property so
Disposed of shall not exceed $30,000,000 in any fiscal year;

     (g) non-exclusive licenses of IP Rights in the ordinary course of business
and substantially consistent with past practice for terms not exceeding five
years;

     (h) Dispositions by the Borrower and its Subsidiaries not otherwise
permitted under this Section 7.05; provided that (i) at the time of such
Disposition, no Default shall exist or would result from such Disposition, and
(ii) the total amount of property so Disposed, together with all other property
so Disposed pursuant to this Section 7.05(h) during the preceding 12-month
fiscal period, does not constitute a Substantial Portion of the property of the
Borrower and its Subsidiaries;

     (i) Dispositions pursuant to Permitted Securitization Transactions; and

     (j) Dispositions consisting of the sale of (i) accounts receivable from
financially troubled account debtors to the extent reasonably necessary in order
to prevent or limit loss or (ii) Investments received from such account debtors
in satisfaction or partial satisfaction of such accounts receivable to the
extent reasonably necessary in order to prevent or limit loss;

     provided, however, that any Disposition pursuant to clauses (a) through (j)
shall be for fair market value.

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<PAGE>

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

     (a) each Subsidiary may make Restricted Payments to the Borrower and to
wholly-owned Subsidiaries (and, in the case of a Restricted Payment by a
non-wholly-owned Subsidiary, to the Borrower 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);

     (b) the Borrower 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 Borrower and each Subsidiary may 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 Borrower may declare or pay cash dividends to its stockholders and
purchase, redeem or otherwise acquire shares of its capital stock or warrants,
rights or options to acquire any such shares for cash; provided that both
immediately before and after giving effect to such proposed action (i) the
Borrower is in compliance on a pro forma basis with all financial covenants set
forth in Section 7.11 hereof, and (ii) (A) with respect to any such cash
dividend, no Event of Default exists or would exist, and (B) with respect to any
such share acquisition, no Default exists or would exist.

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

     7.08 TRANSACTIONS WITH AFFILIATES.

     Except for transactions with the Borrower or any wholly-owned Subsidiary of
the Borrower in the ordinary course of business and consistent with past
practices, enter into any transaction of any kind with any Affiliate of the
Borrower whether or not in the ordinary course of business, other than on fair
and reasonable terms substantially as favorable to the Borrower or such
Subsidiary as would be obtainable by the Borrower or such Subsidiary at the time
in a comparable arm's length transaction with a Person other than an Affiliate.

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<PAGE>

     7.09 BURDENSOME AGREEMENTS. 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 Borrower or to otherwise transfer
any property to the Borrower.

     7.10 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.

     7.11 FINANCIAL COVENANTS.

     (a) Consolidated Net Worth. Permit Consolidated Net Worth at any time to be
less than the sum of (a) $346,202,000, and (b) an amount equal to 25% of the
Consolidated Net Income computed on a cumulative basis for each full fiscal year
of the Borrower ending after July 31,2002 (with no deduction for a net loss in
any such fiscal year).

     (b) Consolidated Interest Coverage Ratio. Permit the Consolidated Interest
Coverage Ratio to be less than 2.50 to 1.00 as of the end of any fiscal quarter
of the Borrower.

     (c) Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio to
be greater than 3.00 to 1.00 at any time.

     7.12 PREPAYMENT OF OTHER INDEBTEDNESS, ETC.

     If (a) any Default has occurred and is continuing or would be directly or
indirectly caused as a result thereof, after the issuance thereof, or (b) after
giving effect thereto, the Borrower would not be in compliance on a pro forma
basis with the financial covenants set forth in Section 7.11 above (i) amend or
modify any of the terms of any Indebtedness of such the Borrower or any
Subsidiary (other than Indebtedness arising under the Loan Documents) if such
amendment or modification would add or change any terms in a manner adverse in
any material respect to such Person or to the Lenders, or (ii) shorten the final
maturity or average life to maturity thereof or require any payment thereon to
be made sooner than originally scheduled or increase the interest rate
applicable thereto, or (iii) make (or give any notice with respect thereto) any
voluntary or optional payment or prepayment thereof, or make (or give any notice
with respect thereto) any redemption or acquisition for value or defeasance
(including without limitation, by way of depositing money or securities with
the trustee with respect thereto before due for the purpose of paying when due),
refund, refinance or exchange with respect thereto.

                                  ARTICLE VIII
                         EVENTS OF DEFAULT AND REMEDIES

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

     (a) Non-Payment. The Borrower 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 days after

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<PAGE>

the same becomes due, any interest on any Loan or on any L/C Obligation, or any
utilization or other fee due hereunder, or (iii) within five days after notice
that the same has become due, any other amount payable hereunder or under any
other Loan Document; or

     (b) Specific Covenants.

         (i) The Borrower fails to perform or observe any term, covenant or
     agreement contained in any of Section 6.05, 6.10, 6.11 or Article VII;
     or

         (ii) The Borrower fails to perform or observe any term, covenant or
     agreement contained in any of Section 6.01, 6.02, or 6.03, which failure
     continues for five days after the earlier of notice of same or any
     Responsible Officer becomes aware thereof; or

     (c) Other Defaults. The Borrower fails to perform or observe any other
covenant or agreement (not specified in subsection (a) or (b) above) contained
in any Loan Document on its part to be performed or observed and such failure
continues for 30 days after the earlier of notice of same or any Responsible
Officer becomes aware thereof; or

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

     (e) Cross-Default. (i) The Borrower 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 or Guarantee
(other than Indebtedness hereunder and Indebtedness under Swap Contracts) 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 than the Threshold Amount, or (B) in a case
involving and amount in excess of the Threshold Amount, 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 h older 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; (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 Borrower 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 Borrower or any Subsidiary is an Affected Party
(as so defined) and, in either event, the Swap Termination Value owed by the
Borrower or such Subsidiary as a result thereof is greater than the Threshold
Amount; or (iii) the Borrower or any Subsidiary shall default in the performance
or observance (beyond the applicable grace period with respect thereto, if any)
or any material obligation or condition of any Contractual

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<PAGE>

Obligation material to the Borrower and its Subsidiaries take as a whole if such
default would reasonably be expect to have a Material Adverse Effect; or

     (f) Insolvency Proceedings, Etc. The Borrower or any of its Material
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 90 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 90 calendar days, or an order for relief is entered
in any such proceeding; or

     (g) Inability to Pay Debts; Attachment. (i) The Borrower or any Material
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 30 days after its issue or levy; or

     (h) Judgments. There is entered against the Borrower or any Material
Subsidiary (i) a final judgment or order for the payment of money in an
aggregate amount exceeding the Threshold Amount (to the extent not covered by
independent third-party insurance as to which the insurer does not dispute
coverage, or, if disputed, as to which the Borrower is in good faith contesting
such dispute by appropriate proceedings diligently conducted and adequate
reserves in accordance with GAAP are being maintained by the Borrower or such
Material Subsidiary), 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 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 30 consecutive days during which a stay of enforcement of such judgment, by
reason of a pending appeal or otherwise, is not in effect; or

     (i) ERISA. 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 Borrower under Title IV of ERISA to the Pension Plan,
Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold
Amount, or (ii) the Borrower 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 the Threshold Amount; or

     (j) 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 the Borrower contests in any manner the validity or
enforceability of any Loan Document; or the Borrower denies that it has any or
further liability or obligation under any Loan Document, or purports to revoke,
terminate or rescind any Loan Document; or

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<PAGE>

     (k) Change of Control. There occurs any Change of Control with respect to
the Borrower.

     8.02 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 Borrower;

     (c) require that the Borrower 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, however, that upon the occurrence of an actual or deemed entry of an
order for relief with respect to the Borrower 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 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 Borrower 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.

     8.03 APPLICATION OF FUNDS. After the exercise of remedies provided for in
Section 8.02 (or after the Loans have automatically become immediately due and
payable and the L/C Obligations have automatically been required to be Cash
Collateralized as set forth in the proviso to Section 8.02), any amounts
received on account of the Obligations shall be applied by the Administrative
Agent in the following order:

     First, to payment of that portion of the Obligations constituting fees,
indemnities, expenses and other amounts (including Attorney Costs and amounts
payable under Article III) payable to the Administrative Agent in its capacity
as such;

     Second, to payment of that portion of the Obligations constituting fees,
indemnities and other amounts (other than principal and interest) payable to the
Lenders (including Attorney Costs and amounts payable under Article III),
ratably among them in proportion to the amounts described in this clause Second
payable to them;

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<PAGE>

     Third, to payment of that portion of the Obligations constituting accrued
and unpaid interest on the Loans, L/C Borrowings and obligations under Swap
Contracts, ratably among the Lenders in proportion to the respective amounts
described in this clause Third payable to them;

     Fourth, to payment of that portion of the Obligations constituting unpaid
principal of the Loans, L/C Borrowings and obligations under Swap Contracts
between the Borrower and any Lender or Affiliate of any Lender and to Cash
Collateralize the aggregate undrawn amounts of Letters of Credit, ratably among
the Lenders in proportion to the respective amounts described in this clause
Fourth held by them; and

     Last, the balance, if any, after all of the Obligations have been
indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate
undrawn amount of Letters of Credit pursuant to clause Fourth above shall be
applied to satisfy drawings under such Letters of Credit as they occur. If any
amount remains on deposit as Cash Collateral after all Letters of Credit have
either been fully drawn or expired, such remaining amount shall be applied to
the other Obligations, if any, in the order set forth above.

                                   ARTICLE IX
                              ADMINISTRATIVE AGENT

     9.01 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

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<PAGE>

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.

     9.02 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; provided that the Administrative Agent
also monitors and supervises such agent or attorney-in-fact without gross
negligence or willful misconduct.

     9.03 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 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 the
Borrower 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 the Borrower 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 the Borrower or any Affiliate
thereof.

     9.04 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 the Borrower), 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

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<PAGE>

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 4.01, 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.

     9.05 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 Borrower 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
Default as may be directed by the Required Lenders in accordance with Article
VIII; provided, however, 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.

     9.06 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 the Borrower 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 Borrower and its 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
Borrower 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 Borrower.
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

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condition or creditworthiness of the Borrower or any of its Affiliates which may
come into the possession of any Agent-Related Person.

     9.07 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 the Borrower and without limiting the obligation of the Borrower to do
so), pro rata, and hold harmless each Agent-Related Person from and against any
and all Indemnified Liabilities incurred by it; provided, however, 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, however, 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 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 Borrower. 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.

     9.08 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
the Borrower 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
the Borrower or its Affiliates (including information that may be subject to
confidentiality obligations in favor of the Borrower 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. For the purposes of clarification, each
Lender shall likewise be permitted to engage in any kind of banking, trust,
financial advisory, underwriting or other business with the Borrower without
notice to or consent of the Administrative Agent, and shall likewise not be
under an obligation to provide to the Administrative Agent information obtained
pursuant to such activities.

     9.09 SUCCESSOR ADMINISTRATIVE AGENT.

     (a) The Administrative Agent may resign as Administrative Agent upon 30
days' notice to the Lenders and Borrower; 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

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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 Borrower at all
times other than during the existence of an Event of Default (which consent of
the Borrower 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 Borrower, 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 10.04 and 10.05 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 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.

     (b) Upon 60 days' notice to the Administrative Agent and the Lenders and
with the consent of the Supermajority Lenders (as defined below), the Borrower
may, for "cause" (i.e., a reasonable, good faith claim by the Borrower that the
Administrative Agent has failed to perform its duties under this Agreement in
accordance with customary industry standards), replace the Administrative Agent
with another Lender that has agreed to serve as Administrative Agent; provided
that any such replacement of Bank of America as Administrative Agent shall also
constitute its replacement as L/C Issuer and Swing Line Lender. Upon the
acceptance of its appointment as successor Administrative Agent hereunder, the
Lender acting as such successor Administrative Agent shall succeed to all the
rights, powers and duties of the replaced 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 replaced Administrative Agent's
appointment, powers and duties as Administrative Agent shall be terminated and
the replaced 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 replaced Administrative Agent, 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
replaced L/C Issuer to effectively assume the obligations of the replaced L/C

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Issuer with respect to such Letters of Credit. After any replaced Administrative
Agent's replacement hereunder as Administrative Agent, the provisions of this
Article IX and Sections 10.04 and 10.05 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. For the purposes of this Section 9.09(b), "Supermajority
Lenders" shall mean of Lenders having at least 66 2/3% of the Aggregate
Commitments or, 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 8.02, Lenders holding in the aggregate more than 66 2/3% 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 Supermajority Lenders.

     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
the Borrower, the Administrative Agent (irrespective of whether the principal of
any Loan of L/C Obligations 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 Borrower) 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 2.03(i) and (j), 2.09 and 10.04 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 2.09 and 10.04.

     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.

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

                                    ARTICLE X
                                  MISCELLANEOUS

     10.01 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
Borrower, shall be effective unless in writing signed by the Required Lenders
and the Borrower, and acknowledged by the Administrative Agent, and each such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given; provided, however, that no such amendment,
waiver or consent shall:

     (a) waive any condition set forth in Section 4.01(a) without the written
consent of each Lender;

     (b) extend or increase the Commitment of any Lender (or reinstate any
Commitment terminated pursuant to Section 8.02) without the written consent of
such Lender;

     (c) postpone any date fixed by this Agreement or any other Loan Document
for any payment 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 10.01) any fees or other amounts payable hereunder or under any
other Loan Document without the written consent of each Lender directly affected
thereby; provided, however, that only the consent of the Required Lenders shall
be necessary (i) to amend the definition of "Default Rate" or to waive any
obligation of the Borrower to pay interest at the Default Rate or (ii) to amend
any financial covenant hereunder (or any defined term used therein) even if the
effect of such amendment would be to reduce the rate of interest on any Loan or
L/C Borrowing or to reduce any fee payable hereunder;

     (e) change Section 2.13 or Section 8.03 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 to amend,

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

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.

     10.02 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 Borrower, 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 10.02 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 Borrower, 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; provided, however, that notices and other communications
to the Administrative Agent, L/C Issuer and the Swing Line Lender pursuant to
Article II shall not be effective until actually

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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 the Borrower,
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, however, 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 6.02, 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 Committed Loan Notices and Swing Line Loan Notices) purportedly given
by or on behalf of the Borrower 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 Borrower 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 Borrower. 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.

     10.03 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.

     10.04 ATTORNEY COSTS, EXPENSES AND TAXES. The Borrower agrees (a) to pay or
reimburse the Administrative Agent for all reasonable 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 reasonable 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
Documents (including all such costs and expenses incurred during any "workout"
or restructuring in respect of the Obligations and during any legal proceeding,

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including any proceeding under any Debtor Relief Law), including all Attorney
Costs. The foregoing costs and expenses shall include all costs and charges
imposed by governmental agencies and/or incurred from third parties, including,
but not limited to, 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. The foregoing reimbursement obligations shall not apply to routine,
day-to-day responsibilities, duties and tasks of the Administrative Agent and
Lenders performed by internal personnel (except to the extent involving
out-of-pocket costs to third parties). All amounts due under this Section 10.04
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.

     10.05 INDEMNIFICATION BY THE BORROWER. Whether or not the transactions
contemplated hereby are consummated, the Borrower 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), or (c) any actual
or alleged presence or release of Hazardous Materials on or from any property
currently or formerly owned or operated by the Borrower or any Subsidiary, or
any Environmental Liability related in any way to the Borrower or any
Subsidiary, 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 (i) 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, or (ii) arise
solely from a dispute between two or more Lenders. 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 10.05 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

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Aggregate Commitments and the repayment, satisfaction or discharge of all the
other Obligations.

     10.06 PAYMENTS SET ASIDE. To the extent that any payment by or on behalf of
the Borrower 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.

     10.07 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 Borrower 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, or (iii) by
way of pledge or assignment of a security interest subject to the restrictions
of subsection (I) or (i) 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 here by,
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 Borrowings 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, 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 Borrower otherwise consents
(each such consent not to 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


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this Agreement with respect to the Loans or the Commitment 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 unless the Person that is the proposed
assignee is itself a Lender or, subject to the proviso in clause (b) of the
definition of "Eligible Assignee," an affiliate of 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 3.01, 3.04. 3.05, 10.04 and 10.05
with respect to facts and circumstances occurring prior to the effective date of
such assignment). Upon request, the Borrower (at its expense) shall execute and
deliver a Note to the assignee Lender and assignor Lender (if necessary). 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 Borrower, 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 WC 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 Borrower, 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 Borrower 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
Borrower or the Administrative Agent, sell participations to any Person (other
than a natural person or the Borrower or any of the Borrower'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 Borrower, the Administrative Agent
and the other Lenders shall continue to deal solely and directly with such
Lender in connection with such Lender's rights and obligations under this
Agreement. 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,


                                       75
<PAGE>

modification or waiver of any provision of this Agreement; provided 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 10.01 that directly affects such
Participant. Subject to subsection (e) of this Section, the Borrower agrees that
each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and
3.05 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 10.09
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 3.01 or 3.04 than the applicable Lender would have been entitled
to receive with respect to the participation sold to such Participant, unless
the sale of the participation to such Participant is made with the Borrower's
prior written consent. A Participant that would be a Foreign Lender if it were a
Lender shall not be entitled to the benefits of Section 3.01 unless the Borrower
is notified of the participation sold to such Participant and such Participant
agrees, for the benefit of the Borrower, to comply with Section 10.15 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 (a) a Lender; (b) an operating Affiliate of
     a Lender (provided that the assigning Lender or the ultimate parent of the
     assigning Lender owns, directly or indirectly, at least 25% of the equity
     securities of such Affiliate), (c) any other Person (other than a natural
     person) approved by (i) the Administrative Agent, the L/C Issuer and the
     Swing Line Lender, and (ii) unless an Event of Default has occurred and is
     continuing, the Borrower (each such approval not to be unreasonably
     withheld or delayed); provided that notwithstanding the foregoing,
     "Eligible Assignee" shall not include the Borrower or any of the Borrower'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.

     (h) In connection with any assignment by a Lender to a Person that
qualifies as an Eligible Assignee pursuant to clause (b) of such term's
definition, the assigning Lender hereby represents and warrants to the Borrower
that its Affiliate is an operating entity capable of fulfilling its duties as a
Lender hereunder.

     (i) Notwithstanding anything to the contrary contained herein, any Fund
that becomes a Lender in accordance with the terms hereof may create a security
interest in all or any


                                       76
<PAGE>

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 10.07, (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
Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon 30 days' notice
to the Borrower, resign as Swing Line Lender. In the event of any such
resignation as L/C Issuer or Swing Line Lender, the Borrower shall be entitled
to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender
hereunder; provided, however, that no failure by the Borrower 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 Committed Loans
or fund risk participations in Unreimbursed Amounts pursuant to Section
2.03(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
Committed Loans or fund risk participations in outstanding Swing Line Loans
pursuant to Section 2.04(c).

     10.08 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) as is necessary and appropriate, 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 Borrower; (g) with the consent of the Borrower;
(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 Borrower; or (i) to the National Association of Insurance
Commissioners or any other similar organization as is customary in connection
with a private placement of debt or equity securities


                                       77
<PAGE>

by the Borrower or any similar transaction. 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 the Borrower relating to the Borrower 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 the Borrower;
provided that, in the case of information received from the Borrower 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.

     10.09 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 Borrower, any such notice being waived by the Borrower 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 Borrower 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 Borrower and the Administrative Agent after any
such set-off and application made by such Lender; provided, however, 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 Borrower. 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 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.


                                       78
<PAGE>

     10.12 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.

     10.13 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.

     10.14 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.

     10.15 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 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 Borrower 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 Borrower pursuant to this Agreement) or such other
evidence satisfactory to the Borrower 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 Borrower and the Administrative Agent of
any available exemption from or reduction of, United States withholding taxes in
respect of all payments to be


                                       79
<PAGE>

made to such Foreign Lender by the Borrower 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 Borrower 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 Borrower shall not be required to pay any additional amount to
any Foreign Lender under Section 3.01 (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 10.15(a) or (B) if such Lender shall have failed to satisfy the
foregoing provisions of this Section 10.15(a); provided that if such Lender
shall have satisfied the requirement of this Section 10.15(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 10.15(a) shall
relieve the Borrower of its obligation to pay any amounts pursuant to Section
3.01 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 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 Borrower is not required to pay additional
amounts under this Section 10.15(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


                                       80
<PAGE>

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.

     10.16 REPLACEMENT OF LENDERS. Under any circumstances set forth herein
providing that the Borrower shall have the right to replace a Lender as a party
to this Agreement (including, but not limited to, Section 3.06 hereof), the
Borrower may, upon notice to such Lender and the Administrative Agent, replace
such Lender by causing such Lender to assign its Commitment (with the assignment
fee to be waived in such instance) pursuant to Section 10.07(b) to one or more
other Lenders or Eligible Assignees procured by the Borrower; provided, however,
that if the Borrower elects to exercise such right with respect to any Lender
pursuant to Section 3.06(b), it shall be obligated to replace all Lenders that
have made similar requests for compensation pursuant to Section 3.01 or 3.04.
The Borrower shall (x) pay in full all principal, interest, fees and other
amounts owing to such Lender through the date of replacement (including any
amounts payable pursuant to Section 3.05), (y) provide appropriate assurances
and indemnities (which may include letters of credit) to the L/C Issuer and the
Swing Line Lender as each may reasonably require with respect to any continuing
obligation to fund participation interests in any L/C Obligations or any Swing
Line Loans then outstanding, and (z) release such Lender from its obligations
under the Loan Documents. Any Lender being replaced shall execute and deliver an
Assignment and Assumption with respect to such Lender's Commitment and
outstanding Loans and participations in L/C Obligations and Swing Line Loans.

     10.17 GOVERNING LAW.

     (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAW OF THE STATE OF NEW YORK 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 NEW YORK
SITTING IN THE CITY OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN
DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE
BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN
RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE
BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER IRREVOCABLY WAIVES ANY
OBJECTION, INCLUDING ANY OBJECTION TO THE

                                       81
<PAGE>

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 BORROWER, 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.

                             [Signatures to follow]

                                       82
<PAGE>
     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.

                                           BORROWER:

                                           WALLACE COMPUTER SERVICES, INC.


                                           By:    /s/ ROBERT J. KELDERHOUSE
                                                  ------------------------------
                                           Name:  Robert J. Kelderhouse
                                                  ------------------------------
                                           Title: Vice President, Treasuser,
                                                  ------------------------------
                                                  and Assistant Secretary











                                              Signature Page to Credit Agreement
                                                 Wallace Computer Services, Inc.
                                                                  September 2002

<PAGE>



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


                                              By:    /s/ ROBERT MAURIELLO
                                                     -------------------------
                                              Name:  Robert Mauriello
                                                     -------------------------
                                              Title: Principal
                                                     -------------------------







                                              Signature Page to Credit Agreement
                                                 Wallace Computer Services, Inc.
                                                                  September 2002

<PAGE>


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


                                              By:    /s/ ROBERT MAURIELLO
                                                     -------------------------
                                              Name:  Robert Mauriello
                                                     -------------------------
                                              Title: Principal
                                                     -------------------------






                                              Signature Page to Credit Agreement
                                                 Wallace Computer Services, Inc.
                                                                  September 2002

<PAGE>


                                              BANK ONE, NA (Main Office
                                              Chicago), as a Lender


                                              By:    /s/ MOLLY MORAWSKI
                                                     ---------------------------
                                              Name:  Molly Morawski
                                                     ---------------------------
                                              Title: Director, Capital Markets
                                                     ---------------------------











                                              Signature Page to Credit Agreement
                                                 Wallace Computer Services, Inc.
                                                                  September 2002
<PAGE>


                                              [INSERT LENDER NAME], as a Lender


                                              By:    /s/ JP MORGAN CHASE BANK
                                                     ---------------------------
                                              Name:  ANGELA DRIVER
                                                     ---------------------------
                                              Title: VP
                                                     ---------------------------
                                              [Separate Page for Each Lender]






                                              Signature Page to Credit Agreement
                                                 Wallace Computer Services, Inc.
                                                                  September 2002
<PAGE>

                                              SUNTRUST BANK, as a Lender


                                              By:    /s/ MOLLY J. DRENNAN
                                                     ---------------------------

                                              Name:  Molly J. Drennan
                                                     ---------------------------
                                              Title: Director
                                                     ---------------------------






                                              Signature Page to Credit Agreement
                                                 Wallace Computer Services, Inc.
                                                                  September 2002
<PAGE>

                                             THE BANK OF TOKYO-MITSUBISHI, LTD.,
                                             CHICAGO BRANCH, as a Lender

                                             By:     /s/ SHINICHIRO MUNECHIKA
                                                     ---------------------------
                                             Name:   Shinichiro Munechika
                                                     ---------------------------
                                             Title:  Deputy General Manager
                                                     ---------------------------






                                              Signature Page to Credit Agreement
                                                 Wallace Computer Services, Inc.
                                                                  September 2002



<PAGE>

                                              FIFTH THIRD BANK (CHICAGO), as a
                                              Lender

                                              By:    /s/ Christopher D. Jones
                                                     ---------------------------
                                              Name:  Christopher D. Jones
                                                     ---------------------------
                                              Title: Assistant Vice President
                                                     ---------------------------






                                              Signature Page to Credit Agreement
                                                 Wallace Computer Services, Inc.
                                                                  September 2002

<PAGE>

                                              LASALLE BANK NATIONAL ASSOCIATION,
                                              as a Lender


                                              By:    /s/ PEG LAUGHLIN
                                                     ---------------------------
                                              Name:  Peg Laughlin
                                                     ---------------------------
                                              Title: F VP
                                                     ---------------------------


                                              [Separate Page for Each Lender]






                                              Signature Page to Credit Agreement
                                                 Wallace Computer Services, Inc.
                                                                  September 2002

<PAGE>



                                              NATIONAL CITY BANK, as a Lender


                                              By:    /s/ DALE F. KLOSE
                                                     ---------------------------
                                              Name:  Dale F. Klose
                                                     ---------------------------
                                              Title: Senior Vice President
                                                     ---------------------------










                                              Signature Page to Credit Agreement
                                                 Wallace Computer Services, Inc.
                                                                  September 2002
<PAGE>


                                              SOVEREIGN BANK, as a Lender


                                              By:    /s/ MICHAEL S. TAGER
                                                     ---------------------------
                                              Name:  Michael S. Tager
                                                     ---------------------------
                                              Title: Vice President
                                                     ---------------------------










                                              Signature Page to Credit Agreement
                                                 Wallace Computer Services, Inc.
                                                                  September 2002
<PAGE>

                                              WACHOVIA BANK NATIONAL
                                              ASSOCIATION, as a Lender


                                              By:    /s/ ANNE L. SAYLES
                                                     ---------------------------
                                              Name:  Anne L. Sayles
                                                     ---------------------------
                                              Title: Director
                                                     ---------------------------










                                              Signature Page to Credit Agreement
                                                 Wallace Computer Services, Inc.
                                                                  September 2002
<PAGE>


                                              MELLON BANK, N.A. as a Lender


                                              By:    /s/ DANIEL J. LENCKOS
                                                     ---------------------------
                                              Name:  Daniel J. Lenckos
                                                     ---------------------------
                                              Title: Vice President
                                                     ---------------------------


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                                              Signature Page to Credit Agreement
                                                 Wallace Computer Services, Inc.
                                                                  September 2002