<PAGE>

                                                                    Exhibit 10.2

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

                                  $430,000,000

                                CREDIT AGREEMENT

                           Dated as of March 31, 2006

                                      Among

                           NUANCE COMMUNICATIONS, INC.
                                  as Borrower,

                            THE LENDERS PARTY HERETO,

                            UBS AG, STAMFORD BRANCH,
                            as Administrative Agent,

                       CREDIT SUISSE SECURITIES (USA) LLC,
                              as Syndication Agent,

                                       and

                          CITICORP NORTH AMERICA, INC.,
                             as Documentation Agent

                                   ----------

           UBS SECURITIES LLC and CREDIT SUISSE SECURITIES (USA) LLC,
                            as Joint Lead Arrangers,

        CITIGROUP GLOBAL MARKETS INC. and BANC OF AMERICA SECURITIES LLC,
                                 as Co-Arrangers

                                       and

           UBS SECURITIES LLC, CREDIT SUISSE SECURITIES (USA) LLC, and
                         CITIGROUP GLOBAL MARKETS INC.,
                              as Joint Bookrunners

                                   ----------

                           Cahill Gordon & Reindel LLP
                                 80 Pine Street
                            New York, New York 10005

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
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                                    ARTICLE I

                                   DEFINITIONS
SECTION 1.01.   Defined Terms............................................      1
SECTION 1.02.   Terms Generally..........................................     34
SECTION 1.03.   Effectuation of Transfers................................     34

                                   ARTICLE II

                                   THE CREDITS

SECTION 2.01.   Commitments..............................................     34
SECTION 2.02.   Loans and Borrowings.....................................     35
SECTION 2.03.   Requests for Borrowings..................................     35
SECTION 2.04.   Swingline Loans..........................................     36
SECTION 2.05.   Letters of Credit........................................     37
SECTION 2.06.   Funding of Borrowings....................................     42
SECTION 2.07.   Interest Elections.......................................     42
SECTION 2.08.   Termination and Reduction of Commitments.................     43
SECTION 2.09.   Repayment of Loans; Evidence of Debt.....................     44
SECTION 2.10.   Repayment of Term Loans and Revolving Facility Loans.....     45
SECTION 2.11.   Prepayment of Loans......................................     46
SECTION 2.12.   Fees.....................................................     47
SECTION 2.13.   Interest.................................................     48
SECTION 2.14.   Alternate Rate of Interest...............................     48
SECTION 2.15.   Increased Costs..........................................     49
SECTION 2.16.   Break Funding Payments...................................     50
SECTION 2.17.   Taxes....................................................     50
SECTION 2.18.   Payments Generally; Pro Rata Treatment; Sharing of
                   Set-offs..............................................     52
SECTION 2.19.   Mitigation Obligations; Replacement of Lenders...........     53
SECTION 2.20.   Illegality...............................................     54
SECTION 2.21.   Incremental Extensions of Credit.........................     55

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

SECTION 3.01.   Organization; Powers.....................................     56
SECTION 3.02.   Authorization............................................     56
SECTION 3.03.   Enforceability...........................................     56
SECTION 3.04.   Governmental Approvals...................................     57
SECTION 3.05.   Financial Statements.....................................     57
SECTION 3.06.   No Material Adverse Change or Material Adverse Effect....     58
SECTION 3.07.   Title to Properties; Possession Under Leases.............     58
</TABLE>


                                       -i-

<PAGE>

<TABLE>
<CAPTION>
                                                                            Page
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SECTION 3.08.   Subsidiaries.............................................     59
SECTION 3.09.   Litigation; Compliance with Laws.........................     59
SECTION 3.10.   Federal Reserve Regulations..............................     59
SECTION 3.11.   Investment Company Act...................................     59
SECTION 3.12.   Use of Proceeds..........................................     59
SECTION 3.13.   Tax Returns..............................................     60
SECTION 3.14.   No Material Misstatements................................     60
SECTION 3.15.   Employee Benefit Plans...................................     61
SECTION 3.16.   Environmental Matters....................................     61
SECTION 3.17.   Security Documents.......................................     61
SECTION 3.18.   Location of Real Property and Leased Premises............     62
SECTION 3.19.   Solvency.................................................     63
SECTION 3.20.   Labor Matters............................................     63
SECTION 3.21.   Insurance................................................     63
SECTION 3.22.   Anti-Terrorism Law.......................................     64
SECTION 3.23.   Acquisition Agreement; Representations and Warranties in
                   Acquisition Agreement.................................     65
SECTION 3.24.   Intellectual Property....................................     65
SECTION 3.25.   Agreements...............................................     65

                                   ARTICLE IV

                              CONDITIONS OF LENDING

SECTION 4.01.   All Credit Events........................................     66
SECTION 4.02.   First Credit Event.......................................     67

                                    ARTICLE V

                              AFFIRMATIVE COVENANTS

SECTION 5.01.   Existence; Businesses and Properties.....................     69
SECTION 5.02.   Insurance................................................     70
SECTION 5.03.   Taxes....................................................     70
SECTION 5.04.   Financial Statements, Reports, etc.......................     71
SECTION 5.05.   Litigation and Other Notices.............................     72
SECTION 5.06.   Compliance with Laws.....................................     72
SECTION 5.07.   Maintaining Records; Access to Properties and
                   Inspections...........................................     73
SECTION 5.08.   Use of Proceeds..........................................     73
SECTION 5.09.   Compliance with Environmental Laws.......................     73
SECTION 5.10.   Further Assurances; Mortgages............................     73
SECTION 5.11.   Fiscal Year; Accounting..................................     75
SECTION 5.12.   Maintenance of Ratings...................................     75

                                   ARTICLE VI

                               NEGATIVE COVENANTS

SECTION 6.01.   Indebtedness.............................................     75
SECTION 6.02.   Liens....................................................     77
</TABLE>


                                      -ii-

<PAGE>

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
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SECTION 6.03.   Sale and Lease-Back Transactions.........................     80
SECTION 6.04.   Investments, Loans and Advances..........................     80
SECTION 6.05.   Mergers, Consolidations, Sales of Assets and
                   Acquisitions..........................................     82
SECTION 6.06.   Dividends and Distributions..............................     84
SECTION 6.07.   Transactions with Affiliates.............................     84
SECTION 6.08.   Business of the Borrower and the Subsidiaries............     85
SECTION 6.09.   Limitation on Modifications of Indebtedness;
                   Modifications of Certificate of Incorporation, By-Laws
                   and Certain Other Agreements; etc.....................     86
SECTION 6.10.   Maximum Capital Expenditures.............................     87
SECTION 6.11.   Interest Coverage Ratio..................................     88
SECTION 6.12.   Consolidated Leverage Ratio..............................     88
SECTION 6.13.   Swap Agreements..........................................     88
SECTION 6.14.   No Other "Designated Senior Indebtedness"................     88

                                   ARTICLE VII

                                EVENTS OF DEFAULT

SECTION 7.01.   Events of Default........................................     88
SECTION 7.02.   Exclusion of Immaterial Subsidiaries.....................     91
SECTION 7.03.   Borrower's Right to Cure.................................     91

                                  ARTICLE VIII

                                   THE AGENTS

SECTION 8.01.   Appointment..............................................     92
SECTION 8.02.   Delegation of Duties.....................................     92
SECTION 8.03.   Exculpatory Provisions...................................     92
SECTION 8.04.   Reliance by Administrative Agent.........................     92
SECTION 8.05.   Notice of Default........................................     93
SECTION 8.06.   Non-Reliance on Agents and Other Lenders.................     93
SECTION 8.07.   Indemnification..........................................     93
SECTION 8.08.   Agent in Its Individual Capacity.........................     94
SECTION 8.09.   Successor Administrative Agent...........................     94
SECTION 8.10.   Syndication Agent and Documentation Agent................     94
SECTION 8.11.   Quebec Security..........................................     94

                                   ARTICLE IX

                                  MISCELLANEOUS

SECTION 9.01.   Notices..................................................     95
SECTION 9.02.   Survival of Agreement....................................     95
SECTION 9.03.   Binding Effect...........................................     96
SECTION 9.04.   Successors and Assigns...................................     96
SECTION 9.05.   Expenses; Indemnity......................................     99
SECTION 9.06.   Right of Set-off.........................................    100
SECTION 9.07.   Applicable Law...........................................    100
</TABLE>


                                      -iii-

<PAGE>

<TABLE>
<CAPTION>
                                                                            Page
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SECTION 9.08.   Waivers; Amendment.......................................    101
SECTION 9.09.   Interest Rate Limitation.................................    102
SECTION 9.10.   Entire Agreement.........................................    102
SECTION 9.11.   WAIVER OF JURY TRIAL.....................................    103
SECTION 9.12.   Severability.............................................    103
SECTION 9.13.   Counterparts.............................................    103
SECTION 9.14.   Headings.................................................    103
SECTION 9.15.   Jurisdiction; Consent to Service of Process..............    103
SECTION 9.16.   Confidentiality..........................................    104
SECTION 9.17.   Direct Website Communications............................    104
SECTION 9.18.   Release of Liens and Guarantees..........................    105
SECTION 9.19.   USA Patriot Act..........................................    106
SECTION 9.20.   Dollar Equivalent Calculations...........................    106
SECTION 9.21.   Judgment Currency........................................    106
</TABLE>

Exhibits and Schedules

<TABLE>
<S>                <C>
Exhibit A          Form of Assignment and Acceptance
Exhibit B          Form of Administrative Questionnaire
Exhibit C-1        Form of Borrowing Request
Exhibit C-2        Form of Swingline Borrowing Request
Exhibit D          Form of Collateral Agreement
Exhibit E          Form of Solvency Certificate
Exhibit F-1        Form of Term Loan Note
Exhibit F-2        Form of Revolving Loan Note

Schedule 1.01(a)   Pro Forma EBITDA
Schedule 2.01      Commitments
Schedule 3.01      Organization and Good Standing
Schedule 3.04      Governmental Approvals
Schedule 3.07(b)   Possession under Leases
Schedule 3.08(a)   Subsidiaries
Schedule 3.09      Litigation
Schedule 3.13      Taxes
Schedule 3.16      Environmental Matters
Schedule 3.20      Labor Matters
Schedule 3.21      Insurance
Schedule 3.23      Acquisition Agreement
Schedule 3.24(b)   Intellectual Property
Schedule 3.24(c)   Intellectual Property
Schedule 3.25      Agreements
Schedule 4.02(b)   Local Counsel
Schedule 6.01      Indebtedness
Schedule 6.02(a)   Liens
Schedule 6.04      Investments
Schedule 6.07      Transactions with Affiliates
</TABLE>


                                      -iv-
<PAGE>

          CREDIT AGREEMENT dated as of March 31, 2006 (as amended, supplemented
or otherwise modified from time to time, this "Agreement"), among NUANCE
COMMUNICATIONS, INC., a Delaware corporation ("Borrower"), the LENDERS party
hereto from time to time, UBS AG, STAMFORD BRANCH, as administrative agent (in
such capacity, the "Administrative Agent"), CREDIT SUISSE SECURITIES (USA) LLC,
as syndication agent (in such capacity, the "Syndication Agent"), CITICORP NORTH
AMERICA, INC., as documentation agent (in such capacity, the "Documentation
Agent"), UBS SECURITIES LLC and CREDIT SUISSE SECURITIES (USA) LLC, as joint
lead arrangers (collectively and in such capacities, the "Joint Lead
Arrangers"), CITIGROUP GLOBAL MARKETS INC. and BANC OF AMERICA SECURITIES LLC,
as co-arrangers, UBS SECURITIES LLC, CREDIT SUISSE SECURITIES (USA) LLC and
CITIGROUP GLOBAL MARKETS INC., as joint bookrunners.

          Pursuant to and in connection with the Acquisition Agreement (with
such term and each other capitalized term used but not defined in this preamble
having the meaning assigned thereto in Article I) and the transactions
contemplated thereby, (a) the Acquisition will be consummated in accordance with
the terms of the Acquisition Agreement and (b) the Transaction Costs will be
paid.

          The Borrower has requested that the Lenders extend credit in the form
of (a) Term Loans on the Closing Date in an aggregate principal amount of $355.0
million and (b) Revolving Facility Loans, Swingline Loans and Letters of Credit
at any time and from time to time prior to the Revolving Facility Maturity Date
in an aggregate principal amount at any time outstanding not in excess of $75.0
million.

          The Lenders are willing to extend such credit to the Borrower, the
Swingline Lender is willing to make Swingline Loans to the Borrower and the
Issuing Bank is willing to issue Letters of Credit for the account of the
Borrower on the terms and subject to the conditions set forth herein.
Accordingly, the parties hereto agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

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

          "ABR", when used in reference to any Loan or Borrowing, is used when
such Loan, or the Loans comprising such Borrowing, are bearing interest at a
rate determined by reference to the Alternate Base Rate.

          "ABR Borrowing" shall mean a Borrowing comprised of ABR Loans.

          "ABR Loan" shall mean any ABR Term Loan, ABR Revolving Loan or
Swingline Loan.

          "ABR Revolving Borrowing" shall mean a Borrowing comprised of ABR
Revolving Loans.

          "ABR Revolving Loan" shall mean any Revolving Facility Loan bearing
interest at a rate determined by reference to the ABR in accordance with the
provisions of Article II.

          "ABR Term Loan" shall mean any Term Loan bearing interest at a rate
determined by reference to the ABR in accordance with the provisions of Article
II.

<PAGE>

          "Acquisition Agreement" shall mean the collective reference to the
Agreement and Plan of Merger among Dictaphone, the Borrower and Merger Sub dated
as of February 7, 2006 and all material exhibits and schedules to such
agreement.

          "Acquisition" shall mean the acquisition of Dictaphone by the Borrower
pursuant to the Acquisition Agreement.

          "Adjusted LIBO Rate" shall mean, with respect to any Eurocurrency
Borrowing for any Interest Period, an interest rate per annum (rounded upwards,
if necessary, to the next 1/100 of 1%) equal to (a) the LIBO Rate in effect for
such Interest Period divided by (b) one minus the Statutory Reserves applicable
to such Eurocurrency Borrowing, if any.

          "Adjustment Date" shall have the meaning assigned to such term in the
definition of "Pricing Grid."

          "Administrative Agent" shall have the meaning assigned to such term in
the introductory paragraph of this Agreement.

          "Administrative Agent Fees" shall have the meaning assigned to such
term in Section 2.12(c).

          "Administrative Questionnaire" shall mean an Administrative
Questionnaire in the form of Exhibit B.

          "Affiliate" shall mean, when used with respect to a specified person,
another person that directly, or indirectly through one or more intermediaries,
Controls or is Controlled by or is under common Control with the person
specified; provided, however, no Agent or Lender shall be deemed to be an
Affiliate of any Loan Party by virtue of its execution of this Agreement.

          "Agent Parties" shall have the meaning assigned to such term in
Section 9.17(c).

          "Agents" shall mean the Administrative Agent and the Syndication Agent
and the Documentation Agent.

          "Agreement" shall have the meaning assigned to such term in the
introductory paragraph of this Agreement.

          "Alternate Base Rate" shall mean, for any day, a rate per annum
(rounded upward, if necessary, to the nearest 1/100th of 1%) equal to the
greater of (a) the Base Rate in effect on such day and (b) the Federal Funds
Effective Rate in effect on such day plus 0.50%. If the Administrative Agent
shall have determined (which determination shall be conclusive absent manifest
error) that it is unable to ascertain the Federal Funds Effective Rate for any
reason, including the inability or failure of the Administrative Agent to obtain
sufficient quotations in accordance with the terms of the definition thereof,
the Alternate Base Rate shall be determined without regard to clause (b) of the
preceding sentence until the circumstances giving rise to such inability no
longer exist. Any change in the Alternate Base Rate due to a change in the Base
Rate or the Federal Funds Effective Rate shall be effective on the effective
date of such change in the Base Rate or the Federal Funds Effective Rate,
respectively.

          "Alternate Currency" shall mean each of euros, pounds, yen and
Canadian dollars.


                                       -2-

<PAGE>

          "Alternate Currency Equivalent" shall mean, as to any amount
denominated in dollars as of any date of determination, the amount of the
applicable Alternate Currency that could be purchased with such amount of
dollars based upon the Spot Selling Rate.

          "Alternate Currency L/C Disbursement" shall mean a payment or
distribution made by an Issuing Bank pursuant to an Alternate Currency Letter of
Credit.

          "Alternate Currency L/C Exposure" shall mean at any time the sum of
(a) the aggregate undrawn amount of all Alternate Currency Letters of Credit
outstanding at such time and (b) the aggregate principal amount of all Alternate
Currency L/C Disbursements that have not yet been reimbursed at such time.

          "Alternate Currency L/C Sublimit" shall mean the maximum principal
amount of Alternate Currency Letters of Credit that may be outstanding at any
one time in Alternate Currencies, not to exceed the Dollar Equivalent of $10.0
million.

          "Alternate Currency Letter of Credit" shall mean any Letter of Credit
to the extent denominated in an Alternate Currency.

          "Anti-Terrorism Law" shall have the meaning assigned to such term in
Section 3.22(a).

          "Applicable Margin" shall mean, for any day, 2.25% per annum in the
case of any Eurocurrency Loan and 1.25% per annum in the case of any ABR Loan;
provided that on and after the first Adjustment Date, the Applicable Margin for
the Loans will be determined pursuant to the Pricing Grid.

          "Approved Currency" shall mean Dollars and each Alternate Currency.

          "Approved Fund" shall have the meaning assigned to such term in
Section 9.04(b).

          "Assignee" shall have them meaning assigned to such term in Section
9.04(b).

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

          "Auto-Renewal Letter of Credit" shall have the meaning assigned to
such term in Section 2.05(c).

          "Availability Period" shall mean the period from and including the
Closing Date to but excluding the earlier of the Revolving Facility Maturity
Date and in the case of each of the Revolving Facility Loans, Revolving Facility
Borrowings, Swingline Loans, Swingline Borrowings and Letters of Credit, the
date of termination of the Revolving Facility Commitments.

          "Available Investment Basket Amount" shall mean, on any date of
determination, an amount equal to (a) the Cumulative Retained Excess Cash Flow
Amount on such date, plus (b) the aggregate amount of proceeds received after
the Closing Date and prior to such date that would have constituted Net Proceeds
pursuant to clause (a) of the definition thereof except for the operation of
clause (x) or (y) of the second proviso thereof plus (c) the cumulative amount
of cash proceeds (other than proceeds from the issuance of Permitted Cure
Securities) from the sale of Equity Interests of the Borrower after the Closing
Date, to the extent not used for expenditures pursuant to clause (k) of the
definition of Capital


                                       -3-

<PAGE>

Expenditures, minus (d) any amounts thereof used to make Investments pursuant to
Section 6.04(b)(y) after the Closing Date and on or prior to such date, minus
(e) any amounts thereof used to make Investments pursuant to Section 6.04(j)(ii)
after the Closing Date and on or prior to such date, minus (f) the cumulative
amount of dividends paid and distributions made pursuant to Section 6.06(c)(ii),
minus (g) the cumulative amount of repurchases, redemptions, acquisitions,
cancellations and terminations pursuant to Section 6.09(b), minus (h) the
cumulative amount of Capital Expenditures made pursuant to Section 6.10(a)(i)(B)
and 6.10(a)(ii)(B).

          "Available Unused Commitment" shall mean, with respect to a Revolving
Facility Lender at any time, an amount equal to the amount by which (a) the
Revolving Facility Commitment of such Revolving Facility Lender at such time
exceeds (b) the Revolving Facility Credit Exposure of such Revolving Facility
Lender at such time.

          "Base Rate" shall mean, for any day, a rate per annum that is equal to
the corporate base rate of interest established by the Administrative Agent from
time to time; each change in the Base Rate shall be effective on the date such
change is effective. The corporate base rate is not necessarily the lowest rate
charged by the Administrative Agent to its customers.

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

          "Borrower" shall have the meaning assigned to such term in the
introductory paragraph of this Agreement.

          "Borrowing" shall mean a group of Loans of a single Type under a
single Facility and made on a single date and, in the case of Eurocurrency
Loans, as to which a single Interest Period is in effect.

          "Borrowing Minimum" shall mean $500,000.

          "Borrowing Multiple" shall mean $100,000.

          "Borrowing Request" shall mean a request by the Borrower in accordance
with the terms of Section 2.03 and substantially in the form of Exhibit C-1.

          "Budget" shall have the meaning assigned to such term in Section
5.04(e).

          "Business Day" shall mean any day that is not a Saturday, Sunday or
other day on which commercial banks in New York City are authorized or required
by law to remain closed; provided that when used in connection with a
Eurocurrency Loan, the term "Business Day" shall also exclude any day on which
banks are not open for dealings in deposits in the applicable currency in the
London interbank market.

          "Canadian dollars" or "Can$" shall mean the lawful money of Canada.

          "Capital Expenditures" shall mean, for any person in respect of any
period, the aggregate of all expenditures incurred by such person during such
period that, in accordance with GAAP, are or should be included in "additions to
property, plant or equipment" or similar items reflected in the statement of
cash flows of such person, provided, however, that Capital Expenditures for the
Borrower and its Subsidiaries shall not include:


                                       -4-

<PAGE>

          (a) expenditures to the extent they are made with funds that would
     have constituted Net Proceeds under clause (a) of the definition of the
     term "Net Proceeds" (but that will not constitute Net Proceeds as a result
     of the first proviso to such clause (a)),

          (b) expenditures of proceeds of insurance settlements, condemnation
     awards and other settlements in respect of lost, destroyed, damaged or
     condemned assets, equipment or other property to the extent such
     expenditures are made to replace or repair such lost, destroyed, damaged or
     condemned assets, equipment or other property or otherwise to acquire,
     maintain, develop, construct, improve, upgrade or repair assets or
     properties useful in the business of the Borrower and its Subsidiaries,

          (c) interest capitalized during such period,

          (d) expenditures that constitute lease expenses,

          (e) expenditures that are accounted for as capital expenditures of
     such person and that actually are paid for by a third party (excluding the
     Borrower or any Subsidiary) and for which neither the Borrower nor any
     Subsidiary has provided or is required to provide or incur, directly or
     indirectly, any consideration or obligation to such third party or any
     other person (whether before, during or after such period),

          (f) the book value of any asset owned by such person prior to or
     during such period to the extent that such book value is included as a
     capital expenditure during such period as a result of such person reusing
     or beginning to reuse such asset during such period without a corresponding
     expenditure actually having been made in such period; provided that (i) any
     expenditure necessary in order to permit such asset to be reused shall be
     included as a Capital Expenditure during the period that such expenditure
     actually is made and (ii) such book value shall have been included in
     Capital Expenditures when such asset was originally acquired,

          (g) the purchase price of equipment purchased during such period to
     the extent the consideration therefor consists of any combination of (i)
     used or surplus equipment traded in at the time of such purchase and (ii)
     the proceeds of a concurrent sale of used or surplus equipment, in each
     case, in the ordinary course of business,

          (h) expenditures that constitute Permitted Business Acquisitions,

          (i) expenditures that constitute the Acquisition,

          (j) expenditures to the extent they are financed with the proceeds of
     a disposition of used, obsolete, worn out or surplus equipment or property
     in the ordinary course of business or a disposition that would result in a
     prepayment of the Loans, pursuant to Section 2.11(b), of Net Proceeds of
     the type described in clause (a) of such definition, but for the proviso at
     the end of such definition, or

          (k) any expenditure made with the proceeds of an issuance of Equity
     Interests of Borrower after the Closing Date.

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


                                       -5-

<PAGE>

of such obligations at any time shall be the capitalized amount thereof at such
time determined in accordance with GAAP.

          "Cash Interest Expense" shall mean, with respect to the Borrower and
its Subsidiaries on a consolidated basis for any period, Interest Expense for
such period, less the sum of (a) pay-in-kind Interest Expense or other non-cash
Interest Expense, (b) to the extent included in Interest Expense, the
amortization of any financing fees paid by, or on behalf of, the Borrower or any
Subsidiary, including such fees paid in connection with the Transactions, (c)
the amortization of debt discounts, if any, or fees in respect of Swap
Agreements and (d) cash interest income of the Borrower and its Subsidiaries for
such period; provided that Cash Interest Expense shall exclude any one-time
financing fees, including those paid in connection with the Transactions or any
amendment of this Agreement and non-recurring cash interest expense consisting
of liquidated damages for failure to timely comply with registration rights
obligations. Notwithstanding anything to the contrary contained herein, for
purposes of determining Cash Interest Expense for any period ending prior to the
first anniversary of the Closing Date, Cash Interest Expense shall be an amount
equal to actual Cash Interest Expense from the Closing Date through the date of
determination multiplied by a fraction the numerator of which is 365 and the
denominator of which is the number of days from the Closing Date through the
date of determination.

          "Cash Management Obligations" shall mean obligations owed by any Loan
Party to any Lender or Affiliate of any Lender in respect of any overdraft and
related liabilities arising from treasury and cash management services or any
automated clearing house transfer of funds.

          A "Change in Control" shall mean:

          (a) the acquisition of ownership, directly or indirectly, beneficially
     or of record, by any person or group (within the meaning of the Exchange
     Act and the rules of the SEC thereunder as in effect on the Closing Date)
     of Equity Interests representing more than a majority of the aggregate
     ordinary voting power represented by the issued and outstanding Equity
     Interests in the Borrower, or

          (b) occupation of a majority of the seats (other than vacant seats) on
     the board of directors of Borrower by persons who were not nominated or
     appointed by the board of directors of Borrower or by the Sponsor, directly
     or indirectly.

          "Change in Law" shall mean (a) the adoption of any law, rule or
regulation after the Closing Date, (b) any change in law, rule or regulation or
in the interpretation or application thereof by any Governmental Authority after
the Closing Date or (c) compliance by any Lender or Issuing Bank (or, for
purposes of Section 2.15(b), by any Lending Office of such Lender or by such
Lender's or Issuing Bank's holding company, if any) with any written request,
guideline or directive (whether or not having the force of law) of any
Governmental Authority made or issued after the Closing Date.

          "Charges" shall have the meaning assigned to such term in Section
10.09.

          "Closing Date" shall mean March 31, 2006.

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

          "Collateral" shall mean all the "Collateral" as defined in any
Security Document and any other property subject or purported to be subject from
time to time to a Lien under any Security Document and shall also include the
Mortgaged Properties provided, however, that, notwithstanding the foregoing,
Collateral shall not include (i) any outstanding stock of a Controlled Foreign
Subsidiary entitled to


                                       -6-

<PAGE>

vote in excess of 65% of the total combined voting power of all classes of stock
of such Controlled Foreign Subsidiary entitled to vote (within the meaning of
Treasury Regulation Section 1.956-2(c)(2) or any successor provision thereto),
(ii) any asset of a Controlled Foreign Subsidiary (within the meaning of
Treasury Regulation Section 1.956-2(c)(2) or any successor provision thereto) or
any subsidiary of a Controlled Foreign Subsidiary or (iii) United States Patent
Nos. 6,480,304, 6,496,206, 6,009,442 and 6,262,732. For the avoidance of doubt,
any stock of another corporation owned by a Controlled Foreign Subsidiary is an
asset of a Controlled Foreign Subsidiary.

          "Collateral Agreement" shall mean the Guarantee and Collateral
Agreement, as amended, supplemented or otherwise modified from time to time, in
the form of Exhibit D, among the Borrower, each Subsidiary Loan Party and the
Administrative Agent.

          "Collateral and Guarantee Requirement" shall mean the requirement
that:

          (a) on the Closing Date, the Administrative Agent shall have received
     (I) from the Borrower and each Subsidiary Loan Party, a counterpart of the
     Collateral Agreement duly executed and delivered on behalf of such person
     and (II) an Acknowledgment and Consent in the form attached to the
     Collateral Agreement, executed and delivered by each issuer of Pledged
     Collateral (as defined in the Collateral Agreement), if any, that is not a
     Loan Party and that is an Affiliate of a Loan Party;

          (b) on the Closing Date or as otherwise provided in the Collateral
     Agreement, the Administrative Agent shall have received (I) a pledge of all
     the issued and outstanding Equity Interests of (A) each Domestic Subsidiary
     owned on the Closing Date directly by or on behalf of Borrower or any
     Subsidiary Loan Party; (II) a pledge of 65% of the outstanding voting
     Equity Interests and 100% of the non-voting Equity Interests of each "first
     tier" Foreign Subsidiary directly owned by Borrower or a Subsidiary Loan
     Party, such pledge to be made pursuant to a Foreign Pledge Agreement for
     each Foreign Subsidiary that is not an Insignificant Foreign Subsidiary;
     and (III) all certificates or other instruments (if any) representing such
     Equity Interests, together with stock powers or other instruments of
     transfer with respect thereto endorsed in blank;

          (c) on the Closing Date and at all times thereafter, all Indebtedness
     of Borrower and each Subsidiary that is not a Controlled Foreign Subsidiary
     (other than (i) to the extent that a pledge of such promissory note or
     instrument would violate applicable law or (ii) instruments evidencing
     Indebtedness having an aggregate principal amount of less than $2.5
     million) that is owing to any Loan Party shall be evidenced by a promissory
     note or an instrument and shall have been pledged pursuant to the
     Collateral Agreement, and the Administrative Agent shall have received all
     such promissory notes or instruments, together with note powers or other
     instruments of transfer with respect thereto endorsed in blank;

          (d) in the case of any person that becomes a Subsidiary Loan Party
     after the Closing Date, the Administrative Agent shall have received a
     supplement to the Collateral Agreement, in the form specified therein, duly
     executed and delivered on behalf of such Subsidiary Loan Party within the
     period of time specified in Section 5.10(d);

          (e) in the case of any person that becomes a "first tier" Foreign
     Subsidiary directly owned by the Borrower or a Subsidiary Loan Party after
     the Closing Date, the Administrative Agent shall have received, as promptly
     as practicable within the period of time specified in Section 5.10(e)
     following a request by the Administrative Agent, a pledge of 65% of the
     outstanding voting Equity Interests and 100% of the non-voting Equity
     Interests of such Foreign


                                       -7-

<PAGE>

     Subsidiary and, if such Foreign Subsidiary is not an Insignificant Foreign
     Subsidiary, a Foreign Pledge Agreement, duly executed and delivered on
     behalf of such Foreign Subsidiary and the direct parent company of such
     Foreign Subsidiary;

          (f) after the Closing Date, all the outstanding Equity Interests of
     (A) any person that becomes a Subsidiary Loan Party after the Closing Date
     and (B) subject to Section 5.10(g), all the Equity Interests that are
     acquired by a Loan Party after the Closing Date, shall have been pledged
     pursuant to the Collateral Agreement (provided that in no event shall more
     than 65% of the issued and outstanding voting Equity Interests of any
     "first tier" Foreign Subsidiary directly owned by such Loan Party be
     pledged to secure Obligations of the Borrower, and in no event shall any of
     the issued and outstanding Equity Interests of any Foreign Subsidiary that
     is not a "first tier" Foreign Subsidiary be pledged to secure Obligations
     of the Borrower), and the Administrative Agent shall have received all
     certificates or other instruments (if any) representing such Equity
     Interests, together with stock powers or other instruments of transfer with
     respect thereto endorsed in blank;

          (g) except as disclosed on Schedule 3.04 or as otherwise contemplated
     by any Security Document, all documents and instruments, including Uniform
     Commercial Code financing statements, required by law or reasonably
     requested by the Administrative Agent to be executed, filed, registered or
     recorded to create the Liens intended to be created by the Security
     Documents (in each case, including any supplements thereto) and perfect
     such Liens to the extent required by, and with the priority required by,
     the Security Documents, shall have been executed, filed, registered or
     recorded or delivered to the Administrative Agent for filing, registration
     or the recording concurrently with, or promptly following, the execution
     and delivery of each such Security Document or a supplement thereto within
     the period of time specified therein;

          (h) in connection with each Mortgage required pursuant to Section
     5.10(c), the Administrative Agent shall receive (i) a policy or policies or
     marked-up unconditional binder of title insurance or foreign equivalent
     thereof, as applicable, paid for by the Borrower, issued by a nationally
     recognized title insurance company insuring the Lien of each Mortgage to be
     entered into as a valid first Lien on the Mortgaged Property described
     therein, free of any other Liens except as permitted by Section 6.02,
     together with such endorsements, coinsurance and reinsurance as the
     Administrative Agent may reasonably request, (ii) a survey of any Mortgaged
     Property (and all improvements thereon), or foreign equivalent thereof, as
     applicable, which is (1) dated (or redated) not earlier than six months
     prior to the date of delivery thereof unless there shall have occurred
     within six months prior to such date of delivery any exterior construction
     on the site of such Mortgaged Property, in which event such survey shall be
     dated (or redated) after the completion of such construction or if such
     construction shall not have been completed as of such date of delivery, not
     earlier than 20 days prior to such date of delivery, (2) certified by the
     surveyor (in a manner reasonably acceptable to the Administrative Agent) to
     the Administrative Agent and the title insurance company insuring the
     Mortgage, (3) complying in all respects with the minimum detail
     requirements of the American Land Title Association as such requirements
     are in effect on the date of preparation of such survey and (4) sufficient
     for such title insurance company to remove all standard survey exceptions
     from the title insurance policy relating to such Mortgaged Property or
     otherwise reasonably acceptable to the Administrative Agent or an affidavit
     of no change to an existing survey; provided that such title insurance
     company issues the title insurance policy with full survey coverage,
     including all survey-related endorsements; and

          (i) except as disclosed on Schedule 3.04 or as otherwise contemplated
     by any Security Document, each Loan Party shall have obtained all consents
     and approvals required to


                                       -8-

<PAGE>

     be obtained by it in connection with (i) the execution and delivery of all
     Security Documents (or supplements thereto) to which it is a party and the
     granting by it of the Liens thereunder and (ii) the performance of its
     obligations thereunder.

          "Commitment Fee" shall have the meaning assigned to such term in
Section 2.12(a).

          "Commitment Fee Rate" shall mean a rate equal to 0.50% per annum;
provided that on and after the first Adjustment Date, the Commitment Fee Rate
will be determined pursuant to the Pricing Grid.

          "Commitments" shall mean (a) with respect to any Lender, such Lender's
Revolving Facility Commitment and Term Loan Commitment and (b) with respect to
any Swingline Lender, its Swingline Commitment.

          "Communications" shall have the meaning assigned to such term in
Section 9.17(a).

          "Conduit Lender" shall mean any special purpose corporation organized
and administered by any Lender for the purpose of making Loans otherwise
required to be made by such Lender and designated by such Lender in a written
instrument; provided that the designation by any Lender of a Conduit Lender
shall not relieve the designating Lender of any of its obligations to fund a
Loan under this Agreement if, for any reason, its Conduit Lender fails to fund
any such Loan, and the designating Lender (and not the Conduit Lender) shall
have the sole right and responsibility to deliver all consents and waivers
required or requested under this Agreement with respect to its Conduit Lender,
and provided, further, that no Conduit Lender shall (a) be entitled to receive
any greater amount pursuant to Section 2.15, 2.16, 2.17 or 9.05 than the
designating Lender would have been entitled to receive in respect of the
extensions of credit made by such Conduit Lender or (b) be deemed to have any
Commitment.

          "Consolidated Debt" at any date shall mean the sum of (without
duplication) all Indebtedness within the meaning of clause (a), (b), (d), (e)
(to the extent, in the case of clause (e), any payments are actually made in
respect of such Guarantees) or (f) of the definition of "Indebtedness" (other
than letters of credit to the extent undrawn).

          "Consolidated Leverage Ratio" shall mean, on any date, the ratio of
(a) Consolidated Debt as of such date to (b) EBITDA for the period of four
consecutive fiscal quarters of the Borrower most recently ended as of such date,
all determined on a consolidated basis in accordance with GAAP; provided that
EBITDA shall be determined for the relevant Test Period on a Pro Forma Basis;
provided, further, that if the last paragraph of the definition of EBITDA is
applicable for any period for which EBITDA is to be used to calculate
Consolidated Leverage Ratio, EBITDA shall only be determined on a Pro Forma
Basis for any events specified in the definition of Pro Forma Basis if such
events occur following the Closing Date.

          "Consolidated Net Income" shall mean, with respect to any person for
any period, the aggregate of the Net Income of such person and its subsidiaries
for such period, on a consolidated basis; provided, however, that, without
duplication,

          (i) any net after-tax (A) extraordinary, (B) nonrecurring or (C)
     unusual gains or losses or income or expenses (less all fees and expenses
     relating thereto) including, without limitation, any severance expenses,
     litigation expenses, and fees, expenses or charges related to any offering
     of Equity Interests of Borrower, any Investment, acquisition permitted
     hereunder or Indebtedness permitted to be incurred hereunder (in each case,
     whether or not successful), including any such fees, expenses, charges or
     change in control payments related to the


                                       -9-

<PAGE>

     Transactions, in each case, shall be excluded, provided, however, that the
     Borrower shall deliver to the Administrative Agent a certificate of a
     Financial Officer of the Borrower setting forth such extraordinary or
     nonrecurring gains or losses or income or expenses and calculations
     supporting them in reasonable detail,

          (ii) any net after-tax income or loss from discontinued operations and
     any net after-tax gain or loss on disposal of discontinued operations shall
     be excluded,

          (iii) any net after-tax gain or loss (less all fees and expenses or
     charges relating thereto) attributable to business dispositions or asset
     dispositions other than in the ordinary course of business (as determined
     in good faith by the board of directors of the Borrower) shall be excluded,

          (iv) any net after-tax income or loss (less all fees and expenses or
     charges relating thereto) attributable to the early extinguishment of
     indebtedness shall be excluded,

          (v) Consolidated Net Income for such period shall not include the
     cumulative effect of a change in accounting principles during such period,

          (vi) any increase in amortization or depreciation or any one-time
     non-cash charges resulting from purchase accounting in connection with the
     Transactions or any acquisition permitted hereunder that is consummated
     after the Closing Date shall be excluded,

          (vii) any non-cash impairment charges resulting from the application
     of Statement of Financial Accounting Standards No. 142 and 144, and the
     amortization of intangibles arising pursuant to No. 141, shall be excluded,

          (viii) any currency translation gains and losses related to currency
     remeasurements of Indebtedness (including the net loss or gain resulting
     from Swap Agreements for currency exchange risk) shall be excluded,

          (ix) any adjustments resulting from the application of Statement of
     Financial Accounting Standards No. 133 shall be excluded,

          (x) any non-cash compensation expenses realized from grants of stock
     appreciation or similar rights, stock options or other rights to officers,
     directors and employees of such person or any of its subsidiaries shall be
     excluded, and

          (xi) accruals and reserves that are established within twelve months
     after the Closing Date and that are so required to be established in
     accordance with GAAP shall be excluded.

          "Consolidated Total Assets" shall mean, as of any date, the total
assets of the Borrower and its consolidated Subsidiaries, determined in
accordance with GAAP, as set forth on the consolidated balance sheet of the
Borrower as of such date.

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

          "Controlled Foreign Subsidiary" means a Foreign Subsidiary that is a
"controlled foreign corporation" as defined in Section 957(a) of the Code.


                                      -10-

<PAGE>

          "Credit Event" shall have the meaning assigned to such term in Article
IV.

          "Cumulative Retained Excess Cash Flow Amount" shall mean, at any date,
an amount, not less than zero in the aggregate, determined on a cumulative basis
equal to the amount of Excess Cash Flow for all Excess Cash Flow Periods ending
after the Closing Date that is not (and, in the case of any Excess Cash Flow
Period for which the required date of prepayment has not yet occurred pursuant
to Section 2.11(c), will not on such date of required prepayment be) required to
be applied in accordance with Section 2.11(c).

          "Cure Amount" shall have the meaning assigned to such term in Section
7.03(a).

          "Cure Right" shall have the meaning assigned to such term in Section
7.03(a).

          "Current Assets" shall mean, with respect to the Borrower and its
Subsidiaries on a consolidated basis at any date of determination, the sum of
all assets (other than cash and Permitted Investments or other cash equivalents)
that would, in accordance with GAAP, be classified on a consolidated balance
sheet of the Borrower and its Subsidiaries as current assets at such date of
determination, other than amounts related to current or deferred Taxes based on
income or profits.

          "Current Liabilities" shall mean, with respect to the Borrower and its
Subsidiaries on a consolidated basis at any date of determination, all
liabilities that would, in accordance with GAAP, be classified on a consolidated
balance sheet of the Borrower and its Subsidiaries as current liabilities at
such date of determination, other than (a) the current portion of any
Indebtedness, (b) accruals of Interest Expense (excluding Interest Expense that
is due and unpaid), (c) accruals for current or deferred Taxes based on income
or profits, (d) accruals, if any, of transaction costs resulting from the
Transactions, and (e) accruals of any costs or expenses related to (i) severance
or termination of employees prior to the Closing Date or (ii) bonuses, pension
and other post-retirement benefit obligations, and (f) accruals for add-backs to
EBITDA included in clauses (a)(iv) through (a)(vi) of the definition of such
term.

          "Debt Service" shall mean, with respect to the Borrower and its
Subsidiaries on a consolidated basis for any period, Cash Interest Expense for
such period plus scheduled principal amortization of Consolidated Debt for such
period.

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

          "Defaulting Lender" shall mean any Lender with respect to which a
Lender Default is in effect.

          "Dictaphone" means Dictaphone Corporation, a Delaware corporation.

          "Documentation Agent" shall have the meaning assigned to such term in
the introductory paragraph of this Agreement.

          "Dollar Equivalent" shall mean, as to any amount denominated in an
Alternate Currency as of any date of determination, the amount of dollars that
would be required to purchase the amount of such Alternate Currency based upon
the spot selling rate at which the Administrative Agent offers to sell such
Alternate Currency for dollars in the London foreign exchange market at
approximately 11:00 a.m. London time on such date for delivery two (2) Business
Days later.

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


                                      -11-

<PAGE>

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

          "EBITDA" shall mean, with respect to Borrower and its Subsidiaries on
a consolidated basis for any period, the Consolidated Net Income of Borrower and
its Subsidiaries for such period plus (a) the sum of (in each case without
duplication and to the extent the respective amounts described in subclauses (i)
through (viii) of this clause (a) reduced such Consolidated Net Income for the
respective period for which EBITDA is being determined):

          (i) provision for Taxes based on income, profits or capital of the
     Borrower and its Subsidiaries for such period, including, without
     limitation, state, franchise and similar taxes and foreign withholding
     taxes paid or accrued during such period,

          (ii) Interest Expense of the Borrower and its Subsidiaries for such
     period (net of interest income of the Borrower and its Subsidiaries for
     such period),

          (iii) depreciation and amortization expenses of the Borrower and its
     Subsidiaries for such period,

          (iv) restructuring charges; provided, that with respect to each
     restructuring charge, the Borrower shall have delivered to the
     Administrative Agent an officers' certificate specifying and quantifying
     such charge and stating that such charge is a restructuring charge,

          (v) any other non-cash charges; provided that, for purposes of this
     subclause (v) of this clause (a), any non-cash charges or losses shall be
     treated as cash charges or losses in any subsequent period during which
     cash disbursements attributable thereto are made,

          (vi) any expenses incurred by the Borrower in such period attributable
     to the Borrower's compliance with requirements under the Sarbanes-Oxley Act
     of 2002, not to exceed $3 million per annum, and

          (vii) any expenses and charges incurred by the Borrower in such period
     relating to the SEC inquiry with respect to events relating to SpeechWorks
     International, Inc. prior to the Borrower's acquisition thereof, not to
     exceed $0.5 million per annum,

minus (b) the sum of (without duplication and to the extent the amounts
described in this clause (b) increased such Consolidated Net Income for the
respective period for which EBITDA is being determined) non-cash charges
increasing Consolidated Net Income of the Borrower and its Subsidiaries for such
period (but excluding any such charges (i) in respect of which cash was received
in a prior period or will be received in a future period or (ii) which represent
the reversal of any accrual of, or cash reserve for, anticipated cash charges in
any prior period).

          For purposes of this Agreement, EBITDA for the quarter ended (i) June
30, 2005 shall be deemed to be $26.6 million, (ii) September 30, 2005 shall be
deemed to be $24.5 million and (iii) December 31, 2005 shall be deemed to be
$30.2 million, each of which reflects adjustments used in connection with the
calculation of "Pro Forma EBITDA" as set forth on Schedule 1.01(a).

          "Embargoed Person" shall have the meaning assigned to such term in
Section 6.09.

          "Environment" shall mean ambient and indoor air, surface water and
groundwater (including potable water, navigable water and wetlands), the land
surface or subsurface strata, natural resources such as flora and fauna or as
otherwise defined in any Environmental Law.


                                      -12-

<PAGE>

          "Environmental Laws" shall mean all applicable laws (including common
law), rules, regulations, codes, ordinances, orders, decrees or judgments,
promulgated or entered into by any Governmental Authority, relating to
preservation or protection of the environment, preservation or reclamation of
natural resources, the generation, management, Release or threatened Release of,
or exposure to, any Hazardous Material or to occupational health and safety
matters (to the extent relating to exposure to Hazardous Materials).

          "Equity Interests" of any person shall mean any and all shares,
interests, rights to purchase, warrants, options, participation or other
equivalents of or interests in (however designated) equity of such person,
including any preferred stock, any limited or general partnership interest and
any limited liability company membership interest.

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

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

          "ERISA Event" shall mean (a) any Reportable Event; (b) the existence
with respect to any Plan of an "accumulated funding deficiency" (as defined in
Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the
filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an
application for a waiver of the minimum funding standard with respect to any
Plan, the failure to make by its due date a required installment under Section
412(m) of the Code with respect to any Plan or the failure to make any required
contribution to a Multiemployer Plan; (d) the incurrence by the Borrower, a
Subsidiary or any ERISA Affiliate of any liability under Title IV of ERISA with
respect to the termination of any Plan; (e) the receipt by the Borrower, a
Subsidiary or any ERISA Affiliate from the PBGC or a plan administrator of any
notice relating to an intention to terminate any Plan or to appoint a trustee to
administer any Plan under Section 4042 of ERISA; (f) the incurrence by the
Borrower, a Subsidiary or any ERISA Affiliate of any liability with respect to
the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g)
the receipt by the Borrower, a Subsidiary or any ERISA Affiliate of any notice,
or the receipt by any Multiemployer Plan from the Borrower, a Subsidiary or any
ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability
or a determination that a Multiemployer Plan is, or is expected to be, insolvent
or in reorganization, within the meaning of Title IV of ERISA.

          "euro" or "E" shall mean the single currency of the Participating
Member States.

          "Eurocurrency Borrowing" shall mean a Borrowing comprised of
Eurocurrency Loans.

          "Eurocurrency Loan" shall mean any Eurocurrency Term Loan or
Eurocurrency Revolving Loan.

          "Eurocurrency Revolving Borrowing" shall mean a Borrowing comprised of
Eurocurrency Revolving Loans.

          "Eurocurrency Revolving Loan" shall mean any Revolving Facility Loan
bearing interest at a rate determined by reference to the Adjusted LIBO Rate in
accordance with the provisions of Article II.


                                      -13-

<PAGE>

          "Eurocurrency Term Loan" shall mean any Term Loan bearing interest at
a rate determined by reference to the Adjusted LIBO Rate in accordance with the
provisions of Article II.

          "Event of Default" shall have the meaning assigned to such term in
Section 7.01.

          "Excess Cash Flow" shall mean, with respect to the Borrower and its
Subsidiaries on a consolidated basis for any Excess Cash Flow Period, EBITDA of
the Borrower and its Subsidiaries on a consolidated basis for such Excess Cash
Flow Period, minus, without duplication,

          (a) Debt Service for such Excess Cash Flow Period,

          (b) (i) Capital Expenditures by the Borrower and its Subsidiaries on a
     consolidated basis during such Excess Cash Flow Period that are paid in
     cash to the extent permitted hereunder and (ii) the aggregate consideration
     paid in cash during the Excess Cash Flow period in respect of Permitted
     Business Acquisitions and other Investments permitted hereunder to the
     extent not financed with the proceeds of Indebtedness other than Loans
     (less any amounts received in respect thereof as a return of capital),

          (c) Capital Expenditures that the Borrower or any Subsidiary shall,
     during such Excess Cash Flow Period, become obligated to make but that are
     not made during such Excess Cash Flow Period; provided that the Borrower
     shall deliver a certificate to the Administrative Agent not later than 90
     days after the end of such Excess Cash Flow Period, signed by a Responsible
     Officer of the Borrower and certifying that such Capital Expenditures and
     the delivery of the related equipment will be made in the following Excess
     Cash Flow Period,

          (d) Taxes paid in cash by the Borrower and its Subsidiaries on a
     consolidated basis during such Excess Cash Flow Period or that will be paid
     within six months after the close of such Excess Cash Flow Period (provided
     that any amount so deducted that will be paid after the close of such
     Excess Cash Flow Period shall not be deducted again in a subsequent Excess
     Cash Flow Period) and for which reserves have been established, including
     income tax expense and withholding tax expense incurred in connection with
     cross-border transactions involving the Foreign Subsidiaries,

          (e) an amount equal to any increase in Working Capital for such Excess
     Cash Flow Period,

          (f) cash expenditures made in respect of Swap Agreements during such
     Excess Cash Flow Period, to the extent not deducted in the computation of
     EBITDA or Interest Expense during such Excess Cash Flow Period,

          (g) Investments and acquisitions permitted hereunder made pursuant to
     Sections 6.04 and 6.05 during such Excess Cash Flow Period,

          (h) dividends or distributions or repurchases of Equity Interests made
     pursuant to Section 6.06 (other than Section 6.06(c)(ii)) during such
     Excess Cash Flow Period,

          (i) amounts paid in cash during such Excess Cash Flow Period on
     account of (x) items that were accounted for as noncash reductions of Net
     Income in determining Consolidated Net Income or as noncash reductions of
     Consolidated Net Income in determining EBITDA of the Borrower and its
     Subsidiaries in a prior Excess Cash Flow Period and (y) reserves or
     accruals established in purchase accounting,


                                      -14-

<PAGE>

          (j) to the extent not deducted in the computation of Net Proceeds in
     respect of any asset disposition or condemnation giving rise thereto, the
     amount of any mandatory prepayment of Indebtedness (other than Indebtedness
     created hereunder or under any other Loan Document), together with any
     interest, premium or penalties required to be paid (and actually paid) in
     connection therewith, and

          (k) the amount related to items that were added to or not deducted
     from Net Income in calculating Consolidated Net Income or were added to or
     not deducted from Consolidated Net Income in calculating EBITDA to the
     extent such items represented a cash payment (which had not reduced Excess
     Cash Flow upon the accrual thereof in a prior Excess Cash Flow Period), or
     an accrual for a cash payment, by the Borrower and its Subsidiaries or did
     not represent cash received by the Borrower and its Subsidiaries, in each
     case on a consolidated basis during such Excess Cash Flow Period,

plus, without duplication,

          (1) an amount equal to any decrease in Working Capital for such Excess
     Cash Flow Period,

          (2) all proceeds received during such Excess Cash Flow Period of
     Capital Lease Obligations, purchase money Indebtedness, Sale and Lease-Back
     Transactions and any other Indebtedness, in each case to the extent used to
     finance any Capital Expenditure (other than Indebtedness under this
     Agreement to the extent there is no corresponding deduction to Excess Cash
     Flow above in respect of the use of such Borrowings),

          (3) all amounts referred to in clause (b) above to the extent funded
     with the proceeds of the issuance of Equity Interests of, or capital
     contributions to, the Borrower after the Closing Date (to the extent not
     previously used to prepay Indebtedness (other than Revolving Facility Loans
     or Swingline Loans), make any investment or capital expenditure or
     otherwise for any purpose resulting in a deduction to Excess Cash Flow in
     any prior Excess Cash Flow Period) or any amount that would have
     constituted Net Proceeds under clause (a) of the definition of the term
     "Net Proceeds" if not so spent, in each case to the extent there is a
     corresponding deduction from Excess Cash Flow above,

          (4) to the extent any permitted Capital Expenditures referred to in
     clause (c) above and the delivery of the related equipment do not occur in
     the following Excess Cash Flow Period of the Borrower specified in the
     certificate of the Borrower provided pursuant to clause (c) above, the
     amount of such Capital Expenditures that were not so made in such following
     Excess Cash Flow Period,

          (5) cash payments received in respect of Swap Agreements during such
     Excess Cash Flow Period to the extent (i) not included in the computation
     of EBITDA or (ii) such payments do not reduce Cash Interest Expense,

          (6) any extraordinary or nonrecurring gain realized in cash during
     such Excess Cash Flow Period (except to the extent such gain consists of
     Net Proceeds subject to Section 2.11(b)),

          (7) to the extent deducted in the computation of EBITDA, cash interest
     income, and

          (8) the amount related to items that were deducted from or not added
     to Net Income in connection with calculating Consolidated Net Income or
     were deducted from or not added to


                                      -15-
<PAGE>

     Consolidated Net Income in calculating EBITDA to the extent either (x) such
     items represented cash received by the Borrower or any Subsidiary or (y)
     such items do not represent cash paid by the Borrower or any Subsidiary, in
     each case on a consolidated basis during such Excess Cash Flow Period.

          "Excess Cash Flow Period" shall mean each fiscal year of the Borrower
commencing with the 2007 fiscal year.

          "Exchange Act" means the Securities Exchange Act of 1934, as amended.

          "Excluded Indebtedness" shall mean all Indebtedness permitted to be
incurred under Section 6.01.

          "Excluded Taxes" shall mean, with respect to the Administrative Agent,
any Lender, any Issuing Bank or any other recipient of any payment to be made by
or on account of any obligation of the Borrower hereunder, (a) taxes imposed on
(or measured by) its net income, however denominated, (or franchise taxes or
minimum Taxes imposed in lieu of net income taxes) by a jurisdiction as a result
of the Administrative Agent, such Lender, such Issuing Bank or such other
recipient being organized or having its principal office in or, in the case of
any Lender, having its applicable Lending Office in such jurisdiction or
otherwise imposed as a result of a connection between the Administrative Agent,
any Lender, any Issuing Bank or any other recipient of any payment to be made by
or on account of any obligation of the Borrower hereunder, as applicable, and
the jurisdiction of the Governmental Authority imposing such tax or any
political subdivision or taxing authority thereof or therein (other than any
such connection arising from such Administrative Agent, Lender, Issuing Bank or
other such recipient of payment having executed, delivered or performed its
obligations or received a payment under, or enforced, or otherwise with respect
to, this Agreement), (b) any branch profits tax or any similar tax that is
imposed by any jurisdiction described in clause (a) above and (c) in the case of
a Lender (other than a Lender who became a Lender pursuant to a request by a
Borrower pursuant to Section 2.19(b)), any United States federal withholding tax
that (x) is in effect and would apply to amounts payable hereunder to such
Lender at the time such Lender becomes a party to such Loan to the Borrower (or
designates a new Lending Office) except to the extent that such Lender (or its
assignor, if any) was entitled, immediately prior to the time of designation of
a new Lending Office (or assignment), to receive additional amounts from a Loan
Party with respect to any withholding tax pursuant to Section 2.17(a) or Section
2.17(c) or (y) is attributable to such Lender's failure to comply with Section
2.17(e) or (f) with respect to such Loan.

          "Executive Order" shall have the meaning assigned to such term in
Section 3.22(a).

          "Facility" shall mean the applicable facility and commitments utilized
in making Loans and credit extensions hereunder, it being understood that as of
the Closing Date there are two Facilities, i.e., the Term Facility and the
Revolving Facility.

          "Federal Funds Effective Rate" shall mean, for any day, the weighted
average (rounded upward, if necessary, to the next 1/100 of 1%) of the rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers, as published on the next succeeding Business
Day by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day which is a Business Day, the average (rounded upward, if
necessary, to the next 1/100 of 1%) of the quotations for the day of such
transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by it.

          "Fee Letter" shall mean that certain Fee Letter dated February 7, 2006
by and among the Borrower, the Agents and the Joint Lead Arrangers.


                                      -16-

<PAGE>

          "Fees" shall mean the Commitment Fees, the L/C Participation Fees, the
Issuing Bank Fees and the Administrative Agent Fees.

          "Financial Officer" of any person shall mean the Chief Financial
Officer, principal accounting officer, Treasurer, Assistant Treasurer or
Controller of such person.

          "Financial Performance Covenants" shall mean the covenants of the
Borrower set forth in Sections 6.11 and 6.12.

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

          "Foreign Plan" shall mean any employee benefit plan, program, policy,
arrangement or agreement maintained or contributed to by, or entered into with,
the Borrower or any Subsidiary with respect to employees employed outside the
United States, which provides, or results in, retirement income, a deferral of
income in contemplation of retirement, and which is not subject to ERISA or the
Code.

          "Foreign Pledge Agreement" shall mean a pledge agreement with respect
to the Pledged Collateral that constitutes Equity Interests of a "first tier"
Foreign Subsidiary, in form and substance reasonably satisfactory to the
Administrative Agent and accompanied by an opinion of counsel in such relevant
jurisdiction as to the perfection of the Administrative Agent's security
interest in such Equity Interests; provided that in no event shall more than 65%
of the issued and outstanding voting Equity Interests of such Foreign Subsidiary
be pledged to secure Obligations of the Borrower.

          "Foreign Subsidiary" shall mean any Subsidiary that is incorporated or
organized under the laws of any jurisdiction other than the United States of
America, any State thereof or the District of Columbia.

          "GAAP" shall mean generally accepted accounting principles in effect
from time to time in the United States, applied on a consistent basis, subject
to the provisions of Section 1.02.

          "Governmental Authority" shall mean any federal, state, local or
foreign court or governmental agency, authority, instrumentality or regulatory
or legislative body.

          "Guarantee" of or by any person (the "guarantor") shall mean (a) any
obligation, contingent or otherwise, of the guarantor guaranteeing or having the
economic effect of guaranteeing any Indebtedness or other obligation of any
other person (the "primary obligor") in any manner, whether directly or
indirectly, and including any obligation of the guarantor, direct or indirect,
(i) to purchase or pay (or advance or supply funds for the purchase or payment
of) such Indebtedness or other obligation (whether arising by virtue of
partnership arrangements, by agreement to keep well, to purchase assets, goods,
securities or services, to take-or-pay or otherwise) or to purchase (or to
advance or supply funds for the purchase of) any security for the payment of
such Indebtedness or other obligation, (ii) to purchase or lease property,
securities or services for the purpose of assuring the owner of such
Indebtedness or other obligation of the payment thereof, (iii) to maintain
working capital, equity capital or any other financial statement condition or
liquidity of the primary obligor so as to enable the primary obligor to pay such
Indebtedness or other obligation, (iv) entered into for the purpose of assuring
in any other manner the holders of such Indebtedness or other obligation of the
payment thereof or to protect such holders against loss in respect thereof (in
whole or in part) or (v) as an account party in respect of any letter of credit
or letter of guaranty issued to support such Indebtedness or other obligation,
or (b) any Lien on any assets of the guarantor securing any Indebtedness (or any
existing right, contingent or otherwise, of the


                                      -17-

<PAGE>

holder of Indebtedness to be secured by such a Lien) of any other person,
whether or not such Indebtedness or other obligation is assumed by the
guarantor; provided, however, that the term "Guarantee" shall not include
endorsements for collection or deposit, in either case in the ordinary course of
business, or customary and reasonable indemnity obligations in effect on the
Closing Date or entered into in connection with any acquisition or disposition
of assets permitted under this Agreement.

          "guarantor" shall have the meaning assigned to such term in the
definition of the term "Guarantee."

          "Hazardous Materials" shall mean all pollutants, contaminants, wastes,
chemicals, materials, substances and constituents of any nature which are
subject to regulation or which would reasonably be likely to give rise to
liability under applicable Environmental Law, including, without limitation,
explosive or radioactive substances or petroleum or petroleum distillates,
asbestos or asbestos-containing materials, polychlorinated biphenyls or radon
gas.

          "Incremental Extensions of Credit" shall have the meaning assigned to
such term in Section 2.21.

          "Incremental Facility Amendment" shall have the meaning assigned to
such term in Section 2.21.

          "Incremental Facility Closing Date" shall have the meaning assigned to
such term in Section 2.21.

          "Incremental Revolving Commitments" shall have the meaning assigned to
such term in Section 2.21.

          "Incremental Term Loans" shall have the meaning assigned to such term
in Section 2.21.

          "Indebtedness" of any person shall mean, without duplication, (a) all
obligations of such person for borrowed money, (b) all obligations of such
person evidenced by bonds, debentures, notes or similar instruments to the
extent the same would appear as a liability on a balance sheet prepared in
accordance with GAAP, (c) all obligations of such person under conditional sale
or other title retention agreements relating to property or assets purchased by
such person, (d) all obligations of such person issued or assumed as the
deferred purchase price of property or services (other than current trade
liabilities and current intercompany liabilities (but not any refinancings,
extensions, renewals or replacements thereof) incurred in the ordinary course of
business and maturing within 365 days after the incurrence thereof), to the
extent that the same would be required to be shown as a long term liability on a
balance sheet prepared in accordance with GAAP, (e) all Guarantees by such
person of Indebtedness of others, (f) all Capital Lease Obligations of such
person, (g) all payments that such person would have to make in the event of an
early termination, on the date Indebtedness of such person is being determined,
in respect of outstanding Swap Agreements, (h) the principal component of all
obligations, contingent or otherwise, of such person as an account party in
respect of letters of credit and (i) the principal component of all obligations
of such person in respect of bankers' acceptances. The Indebtedness of any
person shall include the Indebtedness of any partnership in which such person is
a general partner, other than to the extent that the instrument or agreement
evidencing such Indebtedness expressly limits the liability of such person in
respect thereof.

          "Indemnified Taxes" shall mean all Taxes other than Excluded Taxes and
Other Taxes.

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


                                      -18-

<PAGE>

          "Information" shall have the meaning assigned to such term in Section
3.14(a).

          "Information Memorandum" shall mean the Confidential Information
Memorandum dated March 2006, as modified or supplemented prior to the Closing
Date.

          "Insignificant Foreign Subsidiary" shall mean a Foreign Subsidiary
with (1) net sales that are less than 3.0% of the consolidated net sales of the
Borrower and the Subsidiaries for the most recent fiscal quarter for which a
consolidated income statement of the Borrower is available and (2) assets that
are less than 3.0% of Total Assets as of the end of the most recent fiscal
quarter for which a consolidated balance sheet of the Borrower and the
Subsidiaries is available.

          "Intellectual Property" shall have the meaning assigned to such term
in Section 3.24(a).

          "Interest Coverage Ratio" shall have the meaning assigned to such term
in Section 6.11.

          "Interest Election Request" shall mean a request by the Borrower to
convert or continue a Term Borrowing or Revolving Borrowing in accordance with
Section 2.07.

          "Interest Expense" shall mean, with respect to any person for any
period, the sum of (a) gross interest expense of such person for such period on
a consolidated basis, including (i) the amortization of debt discounts, (ii) the
amortization of all fees (including fees with respect to Swap Agreements)
payable in connection with the incurrence of Indebtedness to the extent included
in interest expense and (iii) the portion of any payments or accruals with
respect to Capital Lease Obligations allocable to interest expense and (b)
capitalized interest of such person. For purposes of the foregoing, gross
interest expense shall be determined after giving effect to any net payments
made or received and costs incurred by the Borrower and its Subsidiaries with
respect to Swap Agreements.

          "Interest Payment Date" shall mean, (a) with respect to any
Eurocurrency Loan, the last day of the Interest Period applicable to the
Borrowing of which such Loan is a part and, in the case of a Eurocurrency
Borrowing with an Interest Period of more than three months' duration, each day
that would have been an Interest Payment Date had successive Interest Periods of
three months' duration been applicable to such Borrowing and, in addition, the
date of any refinancing or conversion of such Borrowing with or to a Borrowing
of a different Type, (b) with respect to any ABR Loan, the last Business Day of
each calendar quarter and (c) with respect to any Swingline Loan, the day that
such Swingline Loan is required to be repaid pursuant to Section 2.09(a).

          "Interest Period" shall mean, as to any Eurocurrency Borrowing, the
period commencing on the date of such Borrowing or on the last day of the
immediately preceding Interest Period applicable to such Borrowing, as
applicable, and ending on the numerically corresponding day (or, if there is no
numerically corresponding day, on the last day) in the calendar month that is 1,
2, 3 or 6 months thereafter (or 9 or 12 months, if at the time of the relevant
Borrowing, available to all relevant Lenders), as the Borrower may elect, or the
date any Eurocurrency Borrowing is converted to an ABR Borrowing in accordance
with Section 2.07 or repaid or prepaid in accordance with Section 2.09, 2.10 or
2.11; provided, unless the Administrative Agent shall otherwise agree, that with
respect to periods commencing prior to the 31st day after the Closing Date, the
Borrower shall only be permitted to request Interest Periods of one month;
provided, however, that if any Interest Period would end on a day other than a
Business Day, such Interest Period shall be extended to the next succeeding
Business Day unless such next succeeding Business Day would fall in the next
calendar month, in which case such Interest Period shall end on the next
preceding Business Day. Interest shall accrue from and including the first day
of an Interest Period to but excluding the last day of such Interest Period.


                                      -19-

<PAGE>

          "Investment" shall have the meaning assigned to such term in Section
6.04.

          "Issuing Bank" shall mean UBS AG, Stamford Branch, solely for the
purposes of the E194,847.92 Letter of Credit to be issued for the benefit of the
Borrower by its Milan branch, Bank of America, N.A., and each other Issuing Bank
designated pursuant to Section 2.05(k), in each case in its capacity as an
issuer of Letters of Credit hereunder, and its successors in such capacity as
provided in Section 2.05(i) and, solely with respect to an Existing Letter of
Credit (and any amendment, renewal or extension thereof in accordance with this
Agreement), the Lender that issued such Existing Letter of Credit. An Issuing
Bank may, in its discretion, arrange for one or more Letters of Credit to be
issued by Affiliates of such Issuing Bank, in which case the term "Issuing Bank"
shall include any such Affiliate with respect to Letters of Credit issued by
such Affiliate.

          "Issuing Bank Fees" shall have the meaning assigned to such term in
Section 2.12(b).

          "Joint Lead Arrangers" shall have the meaning assigned to such term in
the introductory paragraph of this Agreement.

          "Judgment Currency" shall have the meaning assigned to such term in
Section 9.21(a).

          "Judgment Currency Conversion Date" shall have the meaning assigned to
such term in Section 9.21(a).

          "L/C Commitment" shall mean the commitment of each Issuing Bank to
issue Letters of Credit pursuant to Section 2.05. The aggregate amount of the
L/C Commitment shall initially be $50.0 million, but shall in no event exceed
the Revolving Commitment.

          "L/C Disbursement" shall mean a payment or disbursement made by an
Issuing Bank pursuant to a Letter of Credit.

          "L/C Participation Fee" shall have the meaning assigned such term in
Section 2.12(b).

          "Lender" shall mean each financial institution listed on Schedule
2.01, as well as any person that becomes a "Lender" hereunder pursuant to
Section 10.04.

          "Lender Default" shall mean (i) the refusal (which has not been
retracted) of a Lender to make available when required hereunder its portion of
any Borrowing, to acquire participations in a Swingline Loan pursuant to Section
2.04 or to fund its portion of any unreimbursed payment under Section 2.05(e),
or (ii) a Lender having notified in writing the Borrower and/or the
Administrative Agent that it does not intend to comply with its obligations
under Section 2.04, 2.05 or 2.06.

          "Lending Office" shall mean, as to any Lender, the applicable branch,
office or Affiliate of such Lender designated by such Lender to make Loans.

          "Letter of Credit" shall mean any letter of credit (including each
Existing Letter of Credit and Alternate Currency Letters of Credit) issued
pursuant to Section 2.05.

          "LIBO Rate" shall mean, with respect to any Eurocurrency Borrowing for
any Interest Period, the rate per annum determined by the Administrative Agent
at approximately 11:00 a.m., London time, on the Quotation Day for such Interest
Period by reference to the British Bankers' Association Interest Settlement
Rates for deposits in the currency of such Borrowing (as reflected on the
applicable Telerate screen page), for a period equal to such Interest Period;
provided that, to the extent that an interest


                                      -20-

<PAGE>

rate is not ascertainable pursuant to the foregoing provisions of this
definition, the "LIBO Rate" shall be the average (rounded upward, if necessary,
to the next 1/100 of 1%) of the respective interest rates per annum at which
deposits in the currency of such Borrowing are offered for such Interest Period
to major banks in the London interbank market by the principal London office of
the bank serving as the Administrative Agent at approximately 11:00 a.m., London
time, on the Quotation Day for such Interest Period.

          "Lien" shall mean, with respect to any asset, (a) any mortgage, deed
of trust, lien, hypothecation, pledge, encumbrance, charge or security interest
in or on such asset, (b) the interest of a vendor or a lessor under any
conditional sale agreement, capital lease or title retention agreement (or any
financing lease having substantially the same economic effect as any of the
foregoing) relating to such asset and (c) in the case of securities (other than
securities representing an interest in a joint venture that is not a
Subsidiary), any purchase option, call or similar right of a third party with
respect to such securities to the extent that any such right is intended to have
an effect equivalent to that of a security interest in such securities.

          "Loan Documents" shall mean this Agreement, the Letters of Credit, the
Security Documents and any Note issued under Section 2.09(e), any Incremental
Facility Amendment, and solely for the purposes of Sections 4.02(m) and 7.01(c)
hereof, the Fee Letter.

          "Loan Parties" shall mean the Borrower and the Subsidiary Loan
Parties.

          "Loans" shall mean the Term Loans, the Revolving Facility Loans, the
Swingline Loans and loans in respect of Incremental Extensions of Credit.

          "Local Time" shall mean New York City time.

          "Margin Stock" shall have the meaning assigned to such term in
Regulation U.

          "Material Adverse Effect" shall mean a material adverse effect on the
business, property, operations or condition of the Borrower and its
Subsidiaries, taken as a whole.

          "Material Indebtedness" shall mean Indebtedness (other than Loans and
Letters of Credit) of any one or more of the Borrower or any Subsidiary in an
aggregate principal amount exceeding $15 million.

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

          "Merger Sub" shall mean Phoenix Merger Sub, Inc.

          "Moody's" shall mean Moody's Investors Service, Inc.

          "Mortgaged Properties" shall mean each real property encumbered by a
Mortgage pursuant to Section 5.10.

          "Mortgages" shall mean the mortgages, deeds of trust or deeds to
secure debt delivered pursuant to Section 5.10, as amended, supplemented or
otherwise modified from time to time, with respect to Mortgaged Properties.

          "Multiemployer Plan" shall mean a multiemployer plan as defined in
Section 4001(a)(3) of ERISA to which the Borrower or any Subsidiary or any ERISA
Affiliate (other than one considered an ERISA Affiliate only pursuant to
subsection (m) or (o) of Code Section 414) is making or accruing an


                                      -21-

<PAGE>

obligation to make contributions, or has within any of the preceding six plan
years made or accrued an obligation to make contributions.

          "Net Income" shall mean, with respect to any person, the net income
(loss) of such person, determined in accordance with GAAP and before any
reduction in respect of preferred stock dividends.

          "Net Proceeds" shall mean:

          (a) 100% of the cash proceeds actually received by the Borrower or any
     Subsidiary of the Borrower (including any cash payments received by way of
     deferred payment of principal pursuant to a note or installment receivable
     or purchase price adjustment receivable or otherwise and including casualty
     insurance settlements and condemnation awards, but only as and when
     received) from any loss, damage, destruction or condemnation of, or any
     sale, transfer or other disposition (including any sale and leaseback of
     assets and any mortgage or lease of real property) to any person of, any
     asset or assets of the Borrower or any Subsidiary of the Borrower (other
     than those pursuant to Section 6.05(a), (b), (c), (e), (f), (h) or (k)),
     net of (i) attorneys' fees, accountants' fees, investment banking fees,
     survey costs, title insurance premiums, and related search and recording
     charges, transfer taxes, deed or mortgage recording taxes, required debt
     payments and required payments of other obligations relating to the
     applicable asset (other than pursuant hereto or pursuant to Permitted
     Junior Debt or any Permitted Refinancing Indebtedness in respect thereto),
     other customary expenses and brokerage, consultant and other customary fees
     actually incurred in connection therewith and (ii) Taxes paid or payable as
     a result thereof; provided that if no Event of Default exists and the
     Borrower shall deliver a certificate of a Responsible Officer of the
     Borrower to the Administrative Agent promptly following receipt of any such
     proceeds setting forth the Borrower's intention to use any portion of such
     proceeds to acquire, maintain, develop, construct, improve, upgrade or
     repair assets useful in the business of the Borrower and its Subsidiaries
     or to make investments in Permitted Business Acquisitions, in each case
     within 12 months of such receipt, such portion of such proceeds shall not
     constitute Net Proceeds except to the extent not so used or not
     contractually committed to be so used within such 12-month period (it being
     understood that if any portion of such proceeds are not so used within such
     12-month period because such amount is contractually committed to be used
     and subsequent to such date such contract is terminated or expires without
     such portion being so used or, in any event, if such proceeds are not used
     within 180 days of such commitment (in the case of proceeds from any
     consensual sale, transfer or disposition) or one year of such commitment
     (in any other case), such remaining portion shall constitute Net Proceeds
     as of the date of such termination or expiration without giving effect to
     this proviso), and provided, further, that (x) no proceeds realized in a
     single transaction or series of related transactions shall constitute Net
     Proceeds unless such proceeds shall exceed $5 million and (y) no proceeds
     shall constitute Net Proceeds in any fiscal year until the aggregate amount
     of all such proceeds in such fiscal year shall exceed $10 million, and

          (b) 100% of the cash proceeds from the incurrence, issuance or sale by
     the Borrower or any Subsidiary of any Indebtedness (other than Excluded
     Indebtedness), net of all taxes and fees (including investment banking
     fees), commissions, costs and other expenses, in each case incurred in
     connection with such incurrence, issuance or sale.

For purposes of calculating the amount of Net Proceeds, fees, commissions and
other costs and expenses payable to the Borrower or any Affiliate of the
Borrower shall be disregarded, except for financial advisory fees customary in
type and amount paid to a Permitted Investor.


                                      -22-

<PAGE>

          "Non-Consenting Lender" shall have the meaning assigned to such term
     in Section 2.19(c).

          "Note" shall have the meaning assigned to such term in Section
     2.09(e).

          "Obligation Currency" shall have the meaning assigned to such term in
     Section 9.21(a).

          "Obligations" shall have the meaning assigned to such term in the
     Collateral Agreement.

          "OFAC" shall have the meaning assigned to such term in Section
     3.22(b).

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

          "Participant" shall have the meaning assigned to such term in Section
9.04(c).

          "Participating Member States" shall mean the member states of the
European Communities that adopt or have adopted the euro as their lawful
currency in accordance with the legislation of the European Union relating to
European Monetary Union.

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

          "Perfection Certificate" shall mean a certificate in the form of
Exhibit II to the Collateral Agreement or any other form approved by the
Administrative Agent.

          "Permitted Asset Swap" shall mean any transfer of Equity Interests or
properties or other assets by the Borrower or any of the Subsidiaries in which
at least 75% of the consideration received by the transferor consists of
properties or other assets (other than cash or Permitted Investments) useful in
the business of the Borrower or such Subsidiary; provided that the aggregate
fair market value of the Equity Interests or property or other assets being
transferred by the Borrower or such Subsidiary is not greater than the aggregate
fair market value of the properties or other assets received by the Borrower or
such Subsidiary in such transfer.

          "Permitted Business Acquisition" shall mean any acquisition of all or
substantially all the assets of, or all the Equity Interests (other than
directors' qualifying shares) in, a person or division or line of business of a
person (or any subsequent investment made in a person, division or line of
business previously acquired in a Permitted Business Acquisition) if (a) such
acquisition was not preceded by, or effected pursuant to, a hostile offer by the
acquirer or an Affiliate of the acquirer and (b) immediately after giving effect
thereto: (i) no Event of Default shall have occurred and be continuing or would
result therefrom; (ii) all transactions related thereto shall be consummated in
accordance with applicable laws; (iii) (A) the Borrower and its Subsidiaries
shall be in compliance, on a Pro Forma Basis after giving effect to such
acquisition or formation, with the Financial Performance Covenants recomputed as
at the last day of the most recently ended fiscal quarter of the Borrower and
its Subsidiaries, and the Borrower shall have delivered to the Administrative
Agent a certificate of a Responsible Officer of the Borrower certifying that
such transaction complies with this definition, together with all relevant
financial information for such Subsidiary or assets, and (B) any acquired or
newly formed Subsidiary shall not be liable for any Indebtedness (except for
Indebtedness permitted by Section 6.01); and (iv) the person or business to be
acquired shall be, or shall be engaged in, a business of the type that the
Borrower and the Subsidiaries are


                                      -23-

<PAGE>

permitted to be engaged in under Section 6.08 and the property acquired in
connection with any such transaction shall be made subject to the Lien of the
Security Documents, subject to Liens permitted by Section 6.02.

          "Permitted Cure Security" shall mean an equity security of Borrower
having no mandatory redemption, repurchase or similar requirements prior to the
date that is 91 days after the Term Facility Maturity Date (or such later date
that is the latest final maturity date of any Incremental Extension of Credit),
and upon which all dividends or distributions (if any) shall, prior to the date
that is 91 days after the Term Facility Maturity Date (or such later date that
is the latest final maturity date of any Incremental Extension of Credit), be
payable solely in additional shares of such equity security.

          "Permitted Investments" shall mean:

          (a) direct obligations of the United States of America or any member
     of the European Union or any agency thereof or obligations guaranteed by
     the United States of America or any member of the European Union or any
     agency thereof, in each case with maturities not exceeding one year from
     the date of acquisition thereof;

          (b) time deposit accounts, certificates of deposit and money market
     deposits maturing within 180 days of the date of acquisition thereof issued
     by a bank or trust company that is organized under the laws of the United
     States of America, any state thereof or any foreign country recognized by
     the United States of America having capital, surplus and undivided profits
     in excess of $250 million and whose long-term debt, or whose parent holding
     company's long-term debt, is rated A (or such similar equivalent rating or
     higher by at least one nationally recognized statistical rating
     organization (as defined in Rule 436 under the Securities Act);

          (c) repurchase obligations with a term of not more than 180 days for
     underlying securities of the types described in clause (a) above entered
     into with a bank meeting the qualifications described in clause (b) above;

          (d) commercial paper, maturing not more than one year after the date
     of acquisition, issued by a corporation (other than an Affiliate of the
     Borrower) organized and in existence under the laws of the United States of
     America or any foreign country recognized by the United States of America
     with a rating at the time as of which any investment therein is made of P-1
     (or higher) according to Moody's, or A-1 (or higher) according to S& P;

          (e) securities with maturities of one year or less from the date of
     acquisition issued or fully guaranteed by any State, commonwealth or
     territory of the United States of America, or by any political subdivision
     or taxing authority thereof, and rated at least A by S&P or A by Moody's;

          (f) shares of mutual funds whose investment guidelines restrict 95% of
     such funds' investments to those satisfying the provisions of clauses (a)
     through (e) above;

          (g) money market funds that (i) comply with the criteria set forth in
     Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated AAA by
     S&P and Aaa by Moody's and (iii) have portfolio assets of at least $5,000.0
     million; and

          (h) time deposit accounts, certificates of deposit and money market
     deposits in an aggregate face amount not in excess of 1/2 of 1% of the
     total assets of the Borrower and its


                                      -24-

<PAGE>

     Subsidiaries, on a consolidated basis, as of the end of the Borrower's most
     recently completed fiscal year.

          "Permitted Junior Debt" shall mean (a) unsecured subordinated
Indebtedness issued or incurred by the Borrower and (b) unsecured senior
Indebtedness issued by the Borrower, (i) the terms of which, in the case of each
of clauses (a) and (b), (1) do not provide for any scheduled repayment,
mandatory redemption or sinking fund obligation prior to the date that is six
months after the Term Facility Maturity Date (or such later date that is the
latest final maturity date of any Incremental Extension of Credit) and (2) in
the case of unsecured subordinated Indebtedness, provide for subordination of
payments in respect of such Indebtedness to the Obligations and guarantees
thereof under the Loan Documents customary for high yield securities and (ii) in
respect of which no Subsidiary that is not an obligor under the Loan Documents
is an obligor; provided that immediately prior to and after giving effect to any
incurrence of Permitted Junior Debt, no Default has occurred or is continuing or
shall result therefrom and the Borrower shall be in compliance with Sections
6.11 and 6.12.

          "Permitted Refinancing Indebtedness" shall mean any Indebtedness
issued in exchange for, or the net proceeds of which are used to extend,
refinance, renew, replace, defease or refund (collectively, to "Refinance"), the
Indebtedness being Refinanced (or previous refinancings thereof constituting
Permitted Refinancing Indebtedness); provided that (a) the principal amount (or
accreted value, if applicable) of such Permitted Refinancing Indebtedness does
not exceed the principal amount (or accreted value, if applicable) of the
Indebtedness so Refinanced (plus unpaid accrued interest and premium thereon and
underwriting discounts, fees, commissions and expenses), (b) the average life to
maturity of such Permitted Refinancing Indebtedness is greater than or equal to
that of the Indebtedness being Refinanced or the Term Loans, (c) if the
Indebtedness being Refinanced is subordinated in right of payment to the
Obligations under this Agreement, such Permitted Refinancing Indebtedness shall
be subordinated in right of payment to such Obligations on terms at least as
favorable to the Lenders as those contained in the documentation governing the
Indebtedness being Refinanced, (d) no Permitted Refinancing Indebtedness shall
have different obligors, or greater guarantees or security, than the
Indebtedness being Refinanced and (e) except as set forth in clause (x) of the
immediately succeeding proviso, if the Indebtedness being Refinanced is secured
by any collateral (whether equally and ratably with, or junior to, the Secured
Parties or otherwise), such Permitted Refinancing Indebtedness may be secured by
such collateral on terms no less favorable to the Secured Parties than those
contained in the documentation governing the Indebtedness being Refinanced; and
provided, further, that with respect to a Refinancing of Permitted Junior Debt,
such Permitted Refinancing Indebtedness shall meet the requirements of clauses
(i) and (ii) of the definition of "Permitted Junior Debt".

          "Person" shall mean any natural person, corporation, business trust,
joint venture, association, company, partnership, limited liability company or
government, individual or family trusts, or any agency or political subdivision
thereof.

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

          "Platform" shall have the meaning assigned to such term in Section
9.17(b).

          "Pledged Collateral" shall have the meaning assigned to such term in
the Collateral Agreement provided, however, that, notwithstanding anything to
the contrary, Pledged Collateral shall not include (i) any outstanding stock of
a Controlled Foreign Subsidiary entitled to vote in excess of 65% of the total
combined voting power of all classes of stock of such Controlled Foreign
Subsidiary entitled to


                                      -25-

<PAGE>

vote (within the meaning of Treasury Regulation Section 1.956-2(c)(2) or any
successor provision thereto) or (ii) any asset of a Controlled Foreign
Subsidiary (within the meaning of Treasury Regulation Section 1.956-2(c)(2) or
any successor provision thereto or a subsidiary of a Controlled Foreign
Subsidiary. For the avoidance of doubt, any stock of another corporation owned
by a Controlled Foreign Subsidiary is an asset of a Controlled Foreign
Subsidiary.

          "pounds," "GBP" or "L" shall mean lawful money of the United Kingdom.

          "Pricing Grid" shall mean the table set forth below:

<TABLE>
<CAPTION>
                                Applicable Margin   Applicable Margin
         Consolidated             for ABR Loans     for Eurocurrency    Commitment
        Leverage Ratio                Loans               Loans          Fee Rate
        --------------          -----------------   -----------------   ----------
<S>                             <C>                 <C>                 <C>
Greater than 3.25 to 1.0              1.25%               2.25%            0.50%

Less than or equal to 3.25 to
1.0, but greater than 3.0 to
1.0                                   1.00%               2.00%            0.50%

Less than or equal to 3.0 to          0.75%               1.75%           0.375%
1.0
</TABLE>

          For the purposes of the Pricing Grid, changes in the Applicable Margin
or the Commitment Fee Rate resulting from changes in the Consolidated Leverage
Ratio shall become effective on the date following the Closing Date (the
"Adjustment Date") that is three Business Days after the date on which financial
statements are delivered to the Lenders pursuant to Section 5.04 and shall
remain in effect until the next change to be effected pursuant to this
paragraph. If any financial statements referred to above are not delivered
within the time periods specified in Section 5.04, then, until the date that is
three Business Days after the date on which such financial statements are
delivered, the highest rate set forth in each column of the Pricing Grid shall
apply. In addition, at all times while an Event of Default shall have occurred
and be continuing, the highest rate set forth in each column of the Pricing Grid
shall apply. Each determination of the Consolidated Leverage Ratio pursuant to
the Pricing Grid shall be made in a manner consistent with the determination
thereof pursuant to Section 6.12.

          "Primary obligor" shall have the meaning given such term in the
definition of the term "Guarantee."

          "Pro Forma Basis" shall mean, as to any person, for any events that
occur subsequent to the commencement of a period for which the financial effect
of such events is being calculated, and giving effect to the events for which
such calculation is being made, such calculation as will give pro forma effect
to such events as if such events occurred on the first day of the most recent
four consecutive fiscal quarter period (the "Reference Period") ended on or
before the occurrence of such event for which financial statements have been
delivered for the quarter or fiscal year ending on the last day of such period
pursuant to Section 5.04, or if such events occur before the first day of the
first four consecutive fiscal quarter period for which financial statements are
required to be delivered pursuant to Section 5.04, financial statements for the
Borrower and its subsidiaries generated by the Borrower that generally comply
with Section 5.04: (i) in making any determination of EBITDA, pro forma effect
shall be given to any asset disposition, any acquisition permitted hereunder,
any discontinued operation or any operational change (or any similar transaction
or transactions that require a waiver or consent of the Required Lenders
pursuant to Section 6.04 or 6.05), in each case that occurred during the
Reference


                                      -26-

<PAGE>

Period (or, in the case of determinations made pursuant to the definition of the
term "Permitted Business Acquisition," occurring during the Reference Period or
thereafter and through and including the date upon which the Permitted Business
Acquisition is consummated), (ii) in making any determination on a Pro Forma
Basis, (x) all Indebtedness (including Indebtedness incurred or assumed and for
which the financial effect is being calculated, whether incurred under this
Agreement or otherwise, but excluding normal fluctuations in revolving
Indebtedness incurred for working capital purposes and not used to finance any
acquisition permitted hereunder) incurred or permanently repaid during the
Reference Period (or, in the case of determinations made pursuant to the
definition of the term "Permitted Business Acquisition," occurring during the
Reference Period or thereafter and through and including the date upon which the
Permitted Business Acquisition is consummated) shall be deemed to have been
incurred or repaid at the beginning of such period and (y) Interest Expense of
such person attributable to interest on any Indebtedness, for which pro forma
effect is being given as provided in preceding clause (x), bearing floating
interest rates shall be computed on a pro forma basis as if the rates that would
have been in effect during the period for which pro forma effect is being given
had been actually in effect during such periods and (iii) the Subsidiary
Redesignation, if any, then being designated as well as any other Subsidiary
Redesignation after the first day of the relevant Reference Period and on or
prior to the date of the respective Subsidiary Redesignation then being
designated.

          Pro forma calculations made pursuant to the definition of the term
"Pro Forma Basis" shall be determined in good faith by a Responsible Officer of
the Borrower and, for any fiscal period ending on or prior to the first
anniversary of an acquisition permitted hereunder, asset disposition,
discontinued operation or operational change (or any similar transaction or
transactions that require a waiver or consent of the Required Lenders pursuant
to Section 6.04 or 6.05), may include adjustments to reflect operating expense
reductions and other operating improvements or synergies reasonably expected to
result from such acquisition permitted hereunder, asset disposition or other
similar transaction, as follows: (x) for purposes of determining the Applicable
Margin, such adjustments shall reflect demonstrable operating expense reductions
and other demonstrable operating improvements or synergies that would be
includable in pro forma financial statements prepared in accordance with
Regulation S-X under the Securities Act; and (y) for purposes of determining
compliance with the Financial Performance Covenants and achievement of other
financial measures provided for herein, such adjustments may reflect additional
operating expense reductions and other additional operating improvements or
synergies that would not be includable in pro forma financial statements
prepared in accordance with Regulation S-X but for which substantially all of
the steps necessary for the realization thereof have been taken or are
reasonably anticipated by the Borrower to be taken in the next 12-month period
following the consummation thereof, are estimated on a good faith basis by the
Borrower; provided, however, that the aggregate amount of any such adjustments
with respect to operational changes shall not exceed $10 million in any fiscal
year. The Borrower shall deliver to the Administrative Agent a certificate of a
Financial Officer of the Borrower setting forth such demonstrable or additional
operating expense reductions and other operating improvements and synergies and
information and calculations supporting them in reasonable detail.

          "Pro Forma EBITDA" shall have the meaning assigned to such term in
Section 3.05(a).

          "Pro Forma Financial Statements" shall have the meaning assigned to
such term in Section 3.05(a).

          "Projections" shall mean the projections of the Borrower and its
Subsidiaries included in the Information Memorandum and any other projections
and any forward-looking statements (including statements with respect to booked
business) of such entities furnished to the Lenders or the Administrative Agent
by or on behalf of the Borrower or any Subsidiary prior to the Closing Date.


                                      -27-

<PAGE>

          "Qualified Capital Stock" means any Equity Interests of any Person
that does not by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable or exercisable) or upon the
happening of any event (a) provide for scheduled payments of dividends in cash,
(b) become mandatorily redeemable (other than pursuant to customary provisions
relating to redemption upon a change of control or sale of assets) pursuant to a
sinking fund obligation or otherwise prior to the date that is 91 days after the
Term Facility Maturity Date (or such later date that is the latest final
maturity date of any Incremental Extension of Credit), (c) become convertible or
exchangeable at the option of the holder thereof for Indebtedness or Equity
Interests that are not Qualified Capital Stock, or (d) contain any maintenance
covenants, other covenants adverse to the Lenders or remedies (other than voting
rights and increases in dividends).

          "Quotation Day" shall mean, with respect to any Eurocurrency Borrowing
and any Interest Period, the day on which it is market practice in the relevant
interbank market for prime banks to give quotations for deposits in the currency
of such Borrowing for delivery on the first day of such Interest Period. If such
quotations would normally be given by prime banks on more than one day, the
Quotation Day will be the last of such days.

          "Reference Period" shall have the meaning assigned to such term in the
definition of the term "Pro Forma Basis."

          "Refinance" shall have the meaning assigned to such term in the
definition of the term "Permitted Refinancing Indebtedness," and "Refinanced"
shall have a meaning correlative thereto.

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

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

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

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

          "Release" shall mean any spilling, leaking, seepage, pumping, pouring,
emitting, emptying, discharging, injecting, escaping, leaching, dumping,
disposing, depositing, emanating or migrating in, into, onto or through the
environment.

          "Relevant Currency Equivalent" shall mean the Dollar Equivalent or
each Alternate Currency Equivalent, as applicable.

          "Remaining Present Value" shall mean, as of any date with respect to
any lease, the present value as of such date of the scheduled future lease
payments with respect to such lease, determined with a discount rate equal to a
market rate of interest for such lease reasonably determined at the time such
lease was entered into.

          "Reportable Event" shall mean any reportable event as defined in
Section 4043(c) of ERISA or the regulations issued thereunder, other than those
events as to which the 30-day notice period referred to in Section 4043(c) of
ERISA has been waived, with respect to a Plan (other than a Plan maintained


                                      -28-

<PAGE>

by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to
subsection (m) or (o) of Section 414 of the Code).

          "Required Lenders" shall mean, at any time, Lenders having (a) Loans
(other than Swingline Loans) outstanding, (b) Revolving L/C Exposures, (c)
Swingline Exposures and (d) Available Unused Commitments, that taken together,
represent more than 50% of the sum of (w) all Loans (other than Swingline Loans)
outstanding, (x) Revolving L/C Exposures, (y) Swingline Exposures and (z) the
total Available Unused Commitments at such time. The Loans, Revolving L/C
Exposures, Swingline Exposures and Available Unused Commitment of any Defaulting
Lender shall be disregarded in determining Required Lenders at any time.

          "Required Percentage" shall mean, with respect to any Excess Cash Flow
Period, 50%; provided that (a) if the Consolidated Leverage Ratio at the end of
such Excess Cash Flow Period is greater than 3.0:1.00 but less than or equal to
3.25:1.00, such percentage shall be 25%, and (b) if the Consolidated Leverage
Ratio at the end of such Excess Cash Flow Period is less than or equal to
3.00:1.00, such percentage shall be 0%.

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

          "Revolving Facility" shall mean the Revolving Facility Commitments and
the extensions of credit made hereunder by the Revolving Facility Lenders.

          "Revolving Facility Borrowing" shall mean a Borrowing comprised of
Revolving Facility Loans.

          "Revolving Facility Commitment" shall mean, with respect to each
Revolving Facility Lender, the commitment of such Revolving Facility Lender to
make Revolving Facility Loans pursuant to Section 2.01, expressed as an amount
representing the maximum aggregate permitted amount of such Revolving Facility
Lender's Revolving Facility Credit Exposure hereunder, as such commitment may be
(a) reduced from time to time pursuant to Section 2.08 and (b) reduced or
increased from time to time pursuant to assignments by or to such Lender under
Section 9.04. The initial amount of each Revolving Facility Lender's Revolving
Facility Commitment is set forth on Schedule 2.01, or in the Assignment and
Acceptance pursuant to which such Revolving Facility Lender shall have assumed
its Revolving Facility Commitment, as applicable. The initial aggregate amount
of the Revolving Facility Commitments is $75.0 million.

          "Revolving Facility Credit Exposure" shall mean, at any time, the sum
of (a) the aggregate principal amount of the Revolving Facility Loans
outstanding at such time, (b) the Swingline Exposure at such time and (c) the
Revolving L/C Exposure at such time. The Revolving Facility Credit Exposure of
any Revolving Facility Lender at any time shall be the sum of (x) the aggregate
principal amount of such Revolving Facility Lender's Revolving Facility Loans
outstanding at such time and (y) such Revolving Facility Lender's (i) Swingline
Exposure and (ii) Revolving L/C Exposure at such time.

          "Revolving Facility Lender" shall mean a Lender with a Revolving
Facility Commitment or with outstanding Revolving Facility Loans.

          "Revolving Facility Loan" shall mean a Loan made by a Revolving
Facility Lender pursuant to Section 2.01(b).


                                      -29-

<PAGE>

          "Revolving Facility Maturity Date" shall mean March 31, 2012 or, if
such date is not a Business Day, the Business Day immediately preceding such
date.

          "Revolving Facility Percentage" shall mean, with respect to any
Revolving Facility Lender, the percentage of the total Revolving Facility
Commitments represented by such Lender's Revolving Facility Commitment. If the
Revolving Facility Commitments have terminated or expired, the Revolving
Facility Percentages shall be determined based upon the Revolving Facility
Commitments most recently in effect, giving effect to any assignments pursuant
to Section 9.04.

          "Revolving L/C Exposure" shall mean at any time the sum of (a) the
aggregate undrawn amount of all Letters of Credit outstanding at such time (in
the case of Alternate Currency Letters of Credit, the Dollar Equivalent of such
amount) and (b) the aggregate principal amount of all L/C Disbursements that
have not yet been reimbursed at such time (in the case of Alternate Currency L/C
Disbursements, the Dollar Equivalent of such amount). The Revolving L/C Exposure
of any Revolving Facility Lender at any time shall mean its Revolving Facility
Percentage of the aggregate Revolving L/C Exposure at such time.

          "S&P" shall mean Standard & Poor's Ratings Group, Inc.

          "Sale and Lease-Back Transaction" shall have the meaning assigned to
such term in Section 6.03.

          "SEC" shall mean the Securities and Exchange Commission or any
successor thereto.

          "Secured Parties" shall mean the "Secured Parties" as defined in the
Collateral Agreement.

          "Securities Act" shall mean the Securities Act of 1933, as amended.

          "Security Documents" shall mean the Mortgages, the Collateral
Agreement, the Foreign Pledge Agreements and each of the security agreements,
mortgages and other instruments and documents executed and delivered pursuant to
any of the foregoing or pursuant to Section 5.10.

          "Social Security Act" shall mean the Social Security Act of 1965 as
set forth in Title 42 of the United States Code, as amended, and any successor
statute thereto, as interpreted by the rules and regulations issued thereunder,
in each case as in effect from time to time. References to sections of the
Social Security Act shall be construed to refer to any successor sections.

          "Sponsor" shall mean Warburg Pincus LLC.

          "Sponsor Affiliate" means (i) each Controlled Affiliate of the Sponsor
and (ii) each partner, officer, director, principal or member of the Sponsor.

          "Spot Selling Rate" shall mean the spot selling rate at which the
Administrative Agent offers to sell such Alternate Currency for dollars in the
London foreign exchange market at approximately 11:00 a.m. London time on such
date for delivery two (2) Business Days later.

          "Statutory Reserves" shall mean, with respect to any currency, any
reserve, liquid asset or similar requirements established by any Governmental
Authority of the United States of America or of the jurisdiction of such
currency or any jurisdiction in which Loans in such currency are made to which
banks in such jurisdiction are subject for any category of deposits or
liabilities customarily used to fund


                                      -30-
<PAGE>

loans in such currency or by reference to which interest rates applicable to
Loans in such currency are determined.

          "Subordinated Intercompany Debt" shall have the meaning assigned to
such term in Section 6.01(e).

          "subsidiary" shall mean, with respect to any person (herein referred
to as the "parent"), any corporation, partnership, association or other business
entity (a) of which securities or other ownership interests representing more
than 50% of the equity or more than 50% of the ordinary voting power or more
than 50% of the general partnership interests are, at the time any determination
is being made, directly or indirectly, owned, Controlled or held, or (b) that
is, at the time any determination is made, otherwise Controlled, by the parent
or one or more subsidiaries of the parent or by the parent and one or more
subsidiaries of the parent.

          "Subsidiary" shall mean, unless the context otherwise requires, a
subsidiary of the Borrower. Notwithstanding the foregoing (and except for
purposes of Sections 3.09, 3.13, 3.15, 3.16, 5.03, 5.09 and 7.01(k), and the
definition of "Unrestricted Subsidiary" contained herein), an Unrestricted
Subsidiary shall be deemed not to be a subsidiary of the Borrower or any of the
Borrower's subsidiaries for purposes of this Agreement.

          "Subsidiary Loan Party" shall mean (A) each Wholly Owned Subsidiary of
the Borrower that is not a Foreign Subsidiary and (B) each Domestic Subsidiary
of the Borrower other than any Domestic Subsidiary that is a subsidiary of a
Controlled Foreign Subsidiary.

          "Subsidiary Redesignation" shall have the meaning provided in the
definition of "Unrestricted Subsidiary" contained in this Section 1.01.

          "Swap Agreement" shall mean any agreement with respect to any swap,
forward, future or derivative transaction or option or similar agreement
involving, or settled by reference to, one or more rates, currencies,
commodities, equity or debt instruments or securities, or economic, financial or
pricing indices or measures of economic, financial or pricing risk or value or
any similar transaction or any combination of these transactions; provided that
no phantom stock or similar plan providing for payments only on account of
services provided by current or former directors, officers, employees or
consultants of the Borrower or any Subsidiary shall be a Swap Agreement.

          "Swingline Borrowing" shall mean a Borrowing comprised of Swingline
Loans.

          "Swingline Borrowing Request" shall mean a request by the Borrower
substantially in the form of Exhibit C-2.

          "Swingline Commitment" shall mean, with respect to each Swingline
Lender, the commitment of such Swingline Lender to make Swingline Loans pursuant
to Section 2.04. The aggregate amount of the Swingline Commitments on the
Closing Date is $7.5 million.

          "Swingline Exposure" shall mean at any time the aggregate principal
amount of all outstanding Swingline Borrowings at such time. The Swingline
Exposure of any Revolving Facility Lender at any time shall mean its Revolving
Facility Percentage of the aggregate Swingline Exposure at such time.

          "Swingline Lender" shall mean UBS Loan Finance LLC, in its capacity as
a lender of Swingline Loans, and its successor(s) in such capacity.


                                      -31-

<PAGE>

          "Swingline Loans" shall mean the swingline loans made to the Borrower
pursuant to Section 2.04.

          "Syndication Agent" shall have the meaning assigned to such term in
the introductory paragraph of this Agreement.

          "Taxes" shall mean any and all present or future taxes, levies,
imposts, duties (including stamp duties), deductions, charges (including ad
valorem charges) or withholdings imposed by any Governmental Authority and any
and all interest and penalties related thereto.

          "Term Borrowing" shall mean a Borrowing comprised of Term Loans.

          "Term Facility" shall mean the Term Loan Commitments and the Term
Loans made hereunder.

          "Term Facility Maturity Date" shall mean March 31, 2013 or, if such
date is not a Business Day, the Business Day immediately preceding such date.

          "Term Loan Commitment" shall mean with respect to each Lender, the
commitment of such Lender to make Term Loans as set forth in Section 2.01. The
aggregate amount of the Term Loan Commitments on the Closing Date is $355.0
million.

          "Term Loan Installment Date" shall have the meaning assigned to such
term in Section 2.10(a).

          "Term Loans" shall mean the term loans made by each Lender with a Term
Loan Commitment to the Borrower pursuant to Section 2.01(a).

          "Test Period" shall mean, on any date of determination, the period of
four consecutive fiscal quarters of the Borrower then most recently ended (taken
as one accounting period).

          "Total Assets" shall mean, as of any date, the total amount of
tangible and intangible assets of the Borrower and the Subsidiaries on a
consolidated basis at the end of the fiscal quarter immediately preceding such
date.

          "Transaction Costs" means fees and expenses payable or otherwise borne
by the Borrower and its Subsidiaries in connection with the Transactions
occurring on or about the Closing Date.

          "Transaction Documents" shall mean the Acquisition Agreement and the
Loan Documents.

          "Transactions" shall mean, collectively, the transactions to occur
pursuant to the Transaction Documents, including (a) the consummation of the
Acquisitions pursuant to the Acquisition Agreement; (b) the execution and
delivery of the Loan Documents and the initial borrowings hereunder; and (c) the
payment of the Transaction Costs.

          "Type", when used in respect of any Loan or Borrowing, shall refer to
the Rate by reference to which interest on such Loan or on the Loans comprising
such Borrowing is determined. For purposes hereof, the term "Rate" shall include
the Adjusted LIBO Rate and the ABR.


                                      -32-

<PAGE>

          "U.S. Bankruptcy Code" shall mean Title 11 of the United States Code,
as amended, or any similar federal or state law for the relief of debtors.

          "Unrestricted Subsidiary" shall mean any Subsidiary that is acquired
or created after the Closing Date and designated by the Borrower as an
Unrestricted Subsidiary hereunder by written notice to the Administrative Agent;
provided that the Borrower shall only be permitted to so designate a new
Unrestricted Subsidiary after the Closing Date and so long as (a) no Default or
Event of Default exists or would result therefrom and (b) such Unrestricted
Subsidiary shall be capitalized (to the extent capitalized by the Borrower or
any Subsidiary) through Investments as permitted by, and in compliance with,
Section 6.04(j), with any assets owned by such Unrestricted Subsidiary at the
time of the initial designation thereof to be treated as Investments pursuant to
Section 6.04(j); provided that at the time of the initial Investment by the
Borrower or any Subsidiary in such Subsidiary, the Borrower shall designate such
entity as an Unrestricted Subsidiary in a written notice to the Administrative
Agent. The Borrower may designate any Unrestricted Subsidiary to be a Subsidiary
for purposes of this Agreement (each, a "Subsidiary Redesignation"); provided
that (i) such Unrestricted Subsidiary, both before and after giving effect to
such designation, shall be a Wholly Owned Subsidiary of the Borrower, (ii) no
Default or Event of Default then exists or would occur as a consequence of any
such Subsidiary Redesignation (including, but not limited to, under Sections
6.01 and 6.02), (iii) calculations are made by the Borrower of compliance with
the Financial Performance Covenants for the relevant Reference Period, on a Pro
Forma Basis as if the respective Subsidiary Redesignation (as well as all other
Subsidiary Redesignations theretofore consummated after the first day of such
Reference Period) had occurred on the first day of such Reference Period, and
such calculations shall show that such financial covenants would have been
complied with if the Subsidiary Redesignation had occurred on the first day of
such Reference Period (for this purpose, if the first day of the respective
Reference Period occurs prior to the Closing Date, calculated as if the
Financial Performance Covenants had been applicable from the first day of the
Reference Period, (iv) based on good faith projections prepared by the Borrower
for the period from the date of the respective Subsidiary Redesignation to the
date that is one year thereafter, the level of financial performance measured by
the Financial Performance Covenants shall be better than or equal to such level
as would be required to provide that no Default or Event of Default would exist
under the Financial Performance Covenants through the date that is one year from
the date of the respective Subsidiary Redesignation, (v) all representations and
warranties contained herein and in the other Loan Documents shall be true and
correct in all material respects with the same effect as though such
representations and warranties had been made on and as of the date of such
Subsidiary Redesignation (both before and after giving effect thereto), unless
stated to relate to a specific earlier date, in which case such representations
and warranties shall be true and correct in all material respects as of such
earlier date, (vi) the Borrower shall have delivered to the Administrative Agent
an officer's certificate executed by a Responsible Officer of the Borrower,
certifying to the best of such officer's knowledge, compliance with the
requirements of preceding clauses (i) through (v), inclusive, and containing the
calculations required by the preceding clauses (iii) and (iv).

          "Wholly Owned Subsidiary" of any person shall mean a subsidiary of
such person, all of the Equity Interests of which (other than directors'
qualifying shares or nominee or other similar shares required pursuant to
applicable law) are owned by such person or another Wholly Owned Subsidiary of
such person.

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

          "Working Capital" shall mean, with respect to the Borrower and its
Subsidiaries on a consolidated basis at any date of determination, Current
Assets at such date of determination minus


                                      -33-

<PAGE>

Current Liabilities at such date of determination; provided that, for purposes
of calculating Excess Cash Flow, increases or decreases in Working Capital shall
be calculated without regard to any changes in Current Assets or Current
Liabilities as a result of (a) any reclassification in accordance with GAAP of
assets or liabilities, as applicable, between current and noncurrent, (b) the
effects of purchase accounting or (c) the effect of fluctuations in the amount
of accrued or contingent obligations under Swap Agreements.

          "yen" shall mean the lawful money of Japan.

          SECTION 1.02. Terms Generally. The definitions set forth or referred
to in Section 1.01 shall apply equally to both the singular and plural forms of
the terms defined. Whenever the context may require, any pronoun shall include
the corresponding masculine, feminine and neuter forms. The words "include,"
"includes" and "including" shall be deemed to be followed by the phrase "without
limitation." All references herein to Articles, Sections, Exhibits and Schedules
shall be deemed references to Articles and Sections of, and Exhibits and
Schedules to, this Agreement unless the context shall otherwise require. Except
as otherwise expressly provided herein, any reference in this Agreement to any
Loan Document shall mean such document as amended, restated, supplemented or
otherwise modified from time to time. Except as otherwise expressly provided
herein, all terms of an accounting or financial nature shall be construed in
accordance with GAAP, as in effect from time to time; provided that, if the
Borrower notifies the Administrative Agent that the Borrower requests an
amendment to any provision hereof to eliminate the effect of any change
occurring after the Closing Date in GAAP or in the application thereof on the
operation of such provision (or if the Administrative Agent notifies the
Borrower that the Required Lenders request an amendment to any provision hereof
for such purpose), regardless of whether any such notice is given before or
after such change in GAAP or in the application thereof, then such provision
shall be interpreted on the basis of GAAP as in effect and applied immediately
before such change shall have become effective until such notice shall have been
withdrawn or such provision amended in accordance herewith.

          SECTION 1.03. Effectuation of Transfers. Each of the representations
and warranties of the Borrower contained in this Agreement (and all
corresponding definitions) are made after giving effect to the Transactions,
unless the context otherwise requires.

                                   ARTICLE II

                                   THE CREDITS

          SECTION 2.01. Commitments. Subject to the terms and conditions set
forth herein:

          (a) each Lender with a Term Loan Commitment agrees to make Term Loans
to the Borrower on the Closing Date in a principal amount not to exceed its Term
Loan Commitment; and

          (b) each Revolving Facility Lender agrees to make Revolving Facility
Loans to the Borrower from time to time during the Availability Period in an
aggregate principal amount that will not result in (i) such Revolving Facility
Lender's Revolving Facility Credit Exposure exceeding such Revolving Facility
Lender's Revolving Facility Commitment or (ii) the total Revolving Facility
Credit Exposure exceeding the total Revolving Facility Commitments; provided
that the aggregate principal amount of Revolving Facility Loans made on the
Closing Date shall not exceed $7.5 million. Within the foregoing limits and
subject to the terms and conditions set forth herein, the Borrower may borrow,
prepay and reborrow Revolving Facility Loans.


                                      -34-

<PAGE>

          SECTION 2.02. Loans and Borrowings.

          (a) Each Loan shall be made as part of a Borrowing consisting of Loans
under the same Facility and of the same Type made by the Lenders ratably in
accordance with their respective Commitments under the applicable Facility (or,
in the case of Swingline Loans, in accordance with their respective Swingline
Commitments); provided, however, that Revolving Facility Loans shall be made by
the Revolving Facility Lenders ratably in accordance with their respective
Revolving Facility Percentages on the date such Loans are made hereunder. The
failure of any Lender to make any Loan required to be made by it shall not
relieve any other Lender of its obligations hereunder; provided that the
Commitments of the Lenders are several and no Lender shall be responsible for
any other Lender's failure to make Loans as required.

          (b) Subject to Section 2.14, each Borrowing (other than a Swingline
Borrowing) shall be comprised entirely of ABR Loans or Eurocurrency Loans as the
Borrower may request in accordance herewith. Each Swingline Borrowing shall be
an ABR Borrowing. Each Lender at its option may make any ABR Loan or
Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of such
Lender to make such Loan; provided that any exercise of such option shall not
affect the obligation of the Borrower to repay such Loan in accordance with the
terms of this Agreement and such Lender shall not be entitled to any amounts
payable under Section 2.15 or 2.17 solely in respect of increased costs
resulting from such exercise and existing at the time of such exercise.

          (c) At the commencement of each Interest Period for any Eurocurrency
Revolving Borrowing, such Borrowing shall be in an aggregate amount that is an
integral multiple of the Borrowing Multiple and not less than the Borrowing
Minimum. At the time that each ABR Revolving Borrowing is made, such Borrowing
shall be in an aggregate amount that is an integral multiple of the Borrowing
Multiple and not less than the Borrowing Minimum; provided that an ABR Revolving
Borrowing may be in an aggregate amount that is equal to the entire unused
balance of the Revolving Facility Commitments or that is required to finance the
reimbursement of an L/C Disbursement as contemplated by Section 2.05(e). Each
Swingline Borrowing shall be in an amount that is an integral multiple of the
Borrowing Multiple and not less than the Borrowing Minimum. Borrowings of more
than one Type and under more than one Facility may be outstanding at the same
time; provided that there shall not at any time be more than a total of (i) 5
Eurocurrency Borrowings outstanding under the Term Facility and (ii) 10
Eurocurrency Borrowings outstanding under the Revolving Facility.

          (d) Notwithstanding any other provision of this Agreement, the
Borrower shall not be entitled to request, or to elect to convert or continue,
any Borrowing if the Interest Period requested with respect thereto would end
after the Revolving Facility Maturity Date or the Term Facility Maturity Date,
as applicable.

          SECTION 2.03. Requests for Borrowings. To request a Revolving
Borrowing and/or a Term Borrowing, the Borrower shall notify the Administrative
Agent of such request by telephone (a) in the case of a Eurocurrency Borrowing,
not later than 11:00 a.m., Local Time, three Business Days before the date of
the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than
12:00 noon, Local Time, one Business Day before the date of the proposed
Borrowing; provided that any such notice of an ABR Revolving Borrowing to
finance the reimbursement of an L/C Disbursement as contemplated by Section
2.05(e) may be given not later than 10:00 a.m., Local Time, on the date of the
proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable
and shall be confirmed promptly by hand delivery or telecopy to the
Administrative Agent of a written Borrowing Request in a form approved by the
Administrative Agent and signed by the Borrower. Each such telephonic and
written Borrowing Request shall specify the following information in compliance
with Section 2.02:


                                      -35-

<PAGE>

          (i) the aggregate amount of the requested Borrowing;

          (ii) the date of such Borrowing, which shall be a Business Day;

          (iii) whether such Borrowing is to be an ABR Borrowing or a
     Eurocurrency Borrowing;

          (iv) in the case of a Eurocurrency Borrowing, the initial Interest
     Period to be applicable thereto, which shall be a period contemplated by
     the definition of the term "Interest Period"; and

          (v) the location and number of the Borrower's account to which funds
     are to be disbursed.

If no election as to the Type of Revolving Borrowing is specified, then the
requested Revolving Borrowing shall be an ABR Borrowing. If no Interest Period
is specified with respect to any requested Eurocurrency Borrowing, then the
Borrower shall be deemed to have selected an Interest Period of one month's
duration. Promptly following receipt of a Borrowing Request in accordance with
this Section 2.03, the Administrative Agent shall advise each Lender of the
details thereof and of the amount of such Lender's Loan to be made as part of
the requested Borrowing.

          SECTION 2.04. Swingline Loans.

          (a) Subject to the terms and conditions set forth herein, the
Swingline Lender agrees to make Swingline Loans to the Borrower from time to
time during the Availability Period in an aggregate principal amount at any time
outstanding that will not result in (i) the aggregate principal amount of
outstanding Swingline Loans exceeding the Swingline Commitment or (ii) the total
Revolving Facility Credit Exposure exceeding the total Revolving Facility
Commitments; provided that the Swingline Lender shall not be required to make a
Swingline Loan to refinance an outstanding Swingline Borrowing. Within the
foregoing limits and subject to the terms and conditions set forth herein, the
Borrower may borrow, prepay and reborrow Swingline Loans.

          (b) To request a Swingline Borrowing, the Borrower shall notify the
Administrative Agent and the Swingline Lender of such request by telephone
(confirmed promptly by a Swingline Borrowing Request by telecopy), not later
than 11:00 a.m., Local Time, on the day of a proposed Swingline Borrowing. Each
such notice and Swingline Borrowing Request shall be irrevocable and shall
specify (i) the requested date (which shall be a Business Day), (ii) the amount
of the requested Swingline Borrowing and (iii) the location and number of the
Borrower's account to which funds comprising the requested Swingline Borrowing
are to be disbursed. The Swingline Lender shall consult with the Administrative
Agent as to whether the making of the Swingline Loan is in accordance with the
terms of this Agreement prior to the Swingline Lender funding such Swingline
Loan. The Swingline Lender shall make each Swingline Loan in accordance with
Section 2.02(a) on the proposed date thereof by wire transfer of immediately
available funds by 3:00 p.m., Local Time, to the account of the Borrower (or, in
the case of a Swingline Borrowing made to finance the reimbursement of an L/C
Disbursement as provided in Section 2.05(e), by remittance to the applicable
Issuing Bank).

          (c) The Swingline Lender may by written notice given to the
Administrative Agent not later than 10:00 a.m., Local Time, on any Business Day
require the Revolving Facility Lenders to acquire participations on such
Business Day in all or a portion of the outstanding Swingline Loans made by it.
Such notice shall specify the aggregate amount of such Swingline Loans in which
the Revolving Facility Lenders will participate. Promptly upon receipt of such
notice, the Administrative Agent will give


                                      -36-

<PAGE>

notice thereof to each such Lender, specifying in such notice such Revolving
Facility Lender's Revolving Facility Percentage of such Swingline Loan or Loans.
Each Revolving Facility Lender hereby absolutely and unconditionally agrees,
upon receipt of notice as provided above, to pay to the Administrative Agent for
the account of the Swingline Lender, such Revolving Facility Lender's Revolving
Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility
Lender acknowledges and agrees that its obligation to acquire participations in
Swingline Loans pursuant to this paragraph is absolute and unconditional and
shall not be affected by any circumstance whatsoever, including the occurrence
and continuance of a Default or reduction or termination of the Commitments, and
that each such payment shall be made without any offset, abatement, withholding
or reduction whatsoever. Each Revolving Facility Lender shall comply with its
obligation under this paragraph by wire transfer of immediately available funds,
in the same manner as provided in Section 2.06 with respect to Loans made by
such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis,
to the payment obligations of the Lenders), and the Administrative Agent shall
promptly pay to the Swingline Lender the amounts so received by it from the
Revolving Facility Lenders. The Administrative Agent shall notify the Borrower
of any participations in any Swingline Loan acquired pursuant to this paragraph,
and thereafter payments in respect of such Swingline Loan shall be made to the
Administrative Agent and not to the Swingline Lender. Any amounts received by
the Swingline Lender from the Borrower (or other party on behalf of the
Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender
of the proceeds of a sale of participations therein shall be promptly remitted
to the Administrative Agent; any such amounts received by the Administrative
Agent shall be promptly remitted by the Administrative Agent to the Revolving
Facility Lenders that shall have made their payments pursuant to this paragraph
and to the Swingline Lender, as their interests may appear; provided that any
such payment so remitted shall be repaid to the Swingline Lender or to the
Administrative Agent, as applicable, if and to the extent such payment is
required to be refunded to the Borrower for any reason. The purchase of
participations in a Swingline Loan pursuant to this paragraph shall not relieve
the Borrower of any default in the payment thereof.

          SECTION 2.05. Letters of Credit.

          (a) General. In addition, subject to the terms and conditions set
forth herein, the Borrower may request the issuance of Letters of Credit in
Dollars, or if an Issuing Bank notifies the Borrower and the Administrative
Agent that it is capable of doing so, in an Alternate Currency, for its own
account or the account of a Subsidiary in a form reasonably acceptable to the
applicable Issuing Bank, at any time and from time to time during the
Availability Period and prior to the date that is five Business Days prior to
the Revolving Facility Maturity Date; provided that the Borrower shall be a
co-applicant, and be jointly and severally liable, with respect to each Letter
of Credit issued for the account of a Subsidiary. In the event of any
inconsistency between the terms and conditions of this Agreement and the terms
and conditions of any form of letter of credit application or other agreement
submitted by the Borrower to, or entered into by the Borrower with, an Issuing
Bank relating to any Letter of Credit, the terms and conditions of this
Agreement shall control.

          (b) Notice of Issuance, Amendment, Renewal, Extension; Certain
Conditions. To request the issuance of a Letter of Credit (or the amendment,
renewal (other than an automatic renewal in accordance with paragraph (c) of
this Section) or extension of an outstanding Letter of Credit), the Borrower
shall hand deliver or telecopy (or transmit by electronic communication, if
arrangements for doing so have been approved by the applicable Issuing Bank) to
the applicable Issuing Bank and the Administrative Agent (three Business Days in
advance of the requested date of issuance, amendment, renewal or extension) a
notice requesting the issuance of a Letter of Credit, or identifying the Letter
of Credit to be amended, renewed or extended, and specifying the Approved
Currency, the date of issuance, amendment, renewal or extension (which shall be
a Business Day), the date on which such Letter of Credit is to expire (which
shall comply with paragraph (c) of this Section), the amount of such Letter of
Credit, whether the


                                      -37-

<PAGE>

Letter of Credit is to be issued for its own account or for the account of a
Subsidiary (provided that the Borrower shall be a co-applicant, and therefore
jointly and severally liable, with respect to each Letter of Credit issued for
the account of a Subsidiary), the name and address of the beneficiary thereof
and such other information as shall be necessary to issue, amend, renew or
extend such Letter of Credit. If requested by the applicable Issuing Bank, the
Borrower also shall submit a letter of credit application on such Issuing Bank's
standard form in connection with any request for a Letter of Credit. A Letter of
Credit shall be issued, amended, renewed or extended only if (and upon issuance,
amendment, renewal or extension of each Letter of Credit the Borrower shall be
deemed to represent and warrant that), after giving effect to such issuance,
amendment, renewal or extension (i) the Revolving L/C Exposure shall not exceed
the total L/C Commitment, (ii) the total Revolving Facility Credit Exposure
shall not exceed the total Revolving Facility Commitments and (iii) the
Alternate Currency L/C Exposure shall not exceed the Alternate Currency L/C
Sublimit.

          (c) Expiration Date.

          (i) Each Letter of Credit shall expire at or prior to the close of
business on the earlier of (i) the date one year after the date of the issuance
of such Letter of Credit (or, in the case of any renewal or extension thereof,
one year after such renewal or extension) and (ii) the date that is five
Business Days prior to the Revolving Facility Maturity Date; provided that any
Letter of Credit with a one-year tenor may provide for the automatic renewal
thereof for additional one-year periods (which, in no event, shall extend beyond
the date referred to in clause (ii) of this paragraph (c) unless otherwise
agreed by the Issuing Bank and the Administrative Agent).

          (ii) If Borrower so requests in any Letter of Credit Request, the
Issuing Bank 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 Issuing Bank 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 Borrower and to the beneficiary thereof not later than a
date in each such twelve-month period to be agreed upon at the time such Letter
of Credit is issued and to be set forth therein. Unless otherwise directed by
the Issuing Bank, Borrower shall not be required to make a specific request to
the Issuing Bank for any such renewal. Once an Auto-Renewal Letter of Credit has
been issued, the Revolving Lenders shall be deemed to have authorized (but may
not require) the Issuing Bank to permit the renewal of such Letter of Credit at
any time to an expiry date not later than the earlier of (i) one year from the
date of such renewal and (ii) the date that the Letter of Credit expires;
provided that the Issuing Bank shall not permit any such renewal if (x) the
Issuing Bank 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, or (y)
it has received notice on or before the day that is two Business Days before the
date which has been agreed upon pursuant to the proviso of the first sentence of
this paragraph, (1) from the Administrative Agent that any Revolving Lender
directly affected thereby has elected not to permit such renewal or (2) from the
Administrative Agent, any Lender or Borrower that one or more of the applicable
conditions specified in Section 4.01 are not then satisfied; provided, further,
that the Issuing Bank or Administrative Agent may require any such letter of
credit to permit cancellation of such automatic renewal provision upon at least
90 days' prior written notice.

          (d) Participations. By the issuance of a Letter of Credit (or an
amendment to a Letter of Credit increasing the amount thereof) and without any
further action on the part of the applicable Issuing Bank or the Revolving
Facility Lenders, such Issuing Bank hereby grants to each Revolving Facility
Lender, and each Revolving Facility Lender hereby acquires from such Issuing
Bank, a participation in such Letter of Credit equal to such Revolving Facility
Lender's Revolving Facility Percentage of the aggregate Dollar Equivalent amount
available to be drawn under such Letter of Credit. In consideration


                                      -38-

<PAGE>

and in furtherance of the foregoing, each Revolving Facility Lender hereby
absolutely and unconditionally agrees to pay to the Administrative Agent, for
the account of the applicable Issuing Bank, such Revolving Facility Lender's
Revolving Facility Percentage of each L/C Disbursement made by such Issuing Bank
and not reimbursed by the Borrower on the date due as provided in paragraph (e)
of this Section, or of any reimbursement payment required to be refunded to the
Borrower for any reason. Each Revolving Facility Lender acknowledges and agrees
that its obligation to acquire participations pursuant to this paragraph in
respect of Letters of Credit is absolute and unconditional and shall not be
affected by any circumstance whatsoever, including any amendment, renewal or
extension of any Letter of Credit or the occurrence and continuance of a Default
or reduction or termination of the Commitments, and that each such payment shall
be made without any offset, abatement, withholding or reduction whatsoever.

          (e) Reimbursement. If the applicable Issuing Bank shall make any L/C
Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such
L/C Disbursement by paying to the Administrative Agent an amount equal to such
L/C Disbursement in the Approved Currency in which the L/C Disbursement giving
rise to such payment is denominated not later than 2:00 p.m., Local Time, on (i)
the Business Day that the Borrower receives notice under paragraph (g) of this
Section of such L/C Disbursement, if such notice is received on such day prior
to 12:00 noon, Local Time, or (ii) if clause (i) does not apply, the Business
Day immediately following the date the Borrower receives such notice; provided
that the Borrower may, subject to the conditions to borrowing set forth herein,
request in accordance with Section 2.03 or 2.04 that such payment be financed
with an ABR Revolving Borrowing, in an equivalent amount and, to the extent so
financed, the Borrower's obligation to make such payment shall be discharged and
replaced by the resulting ABR Revolving Borrowing. If the Borrower fails to
reimburse any L/C Disbursement when due, then the Administrative Agent shall
promptly notify the applicable Issuing Bank and each other Revolving Facility
Lender of the applicable L/C Disbursement, the payment then due from the
Borrower in respect thereof and, in the case of a Revolving Facility Lender,
such Lender's Revolving Facility Percentage thereof. Promptly following receipt
of such notice, each Revolving Facility Lender shall pay to the Administrative
Agent its Revolving Facility Percentage of the Dollar Equivalent of the payment
then due from the Borrower in the same manner as provided in Section 2.06 with
respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis
mutandis, to the payment obligations of the Revolving Facility Lenders), and the
Administrative Agent shall promptly pay to the applicable Issuing Bank the
amounts so received by it from the Revolving Facility Lenders. Promptly
following receipt by the Administrative Agent of any payment from the Borrower
pursuant to this paragraph, the Administrative Agent shall distribute such
payment to the applicable Issuing Bank or, to the extent that Revolving Facility
Lenders have made payments pursuant to this paragraph to reimburse such Issuing
Bank, then to such Lenders and such Issuing Bank as their interests may appear;
provided that, in the case of Alternate Currency Letters of Credit, payment to
such Lenders shall be in the Dollar Equivalent of the amount of the payment. Any
payment made by a Revolving Facility Lender pursuant to this paragraph to
reimburse an Issuing Bank for any L/C Disbursement (other than the funding of an
ABR Revolving Loan or a Swingline Borrowing as contemplated above) shall not
constitute a Loan and shall not relieve the Borrower of its obligation to
reimburse such L/C Disbursement.

          (f) Obligations Absolute. The obligation of the Borrower to reimburse
L/C Disbursements as provided in paragraph (e) of this Section shall be
absolute, unconditional and irrevocable, and shall be performed strictly in
accordance with the terms of this Agreement under any and all circumstances
whatsoever and irrespective of (i) any lack of validity or enforceability of any
Letter of Credit or this Agreement, or any term or provision therein, (ii) any
draft or other document presented under a Letter of Credit proving to be forged,
fraudulent or invalid in any respect or any statement therein being untrue or
inaccurate in any respect, (iii) payment by the applicable Issuing Bank under a
Letter of Credit against presentation of a draft or other document that does not
comply with the terms of such Letter of Credit or (iv) any other event or
circumstance whatsoever, whether or not similar to any of the foregoing, that


                                      -39-

<PAGE>

might, but for the provisions of this Section, constitute a legal or equitable
discharge of, or provide a right of setoff against, the Borrower's obligations
hereunder. Neither the Administrative Agent, the Lenders nor any Issuing Bank,
nor any of their Related Parties, shall have any liability or responsibility by
reason of or in connection with the issuance or transfer of any Letter of Credit
or any payment or failure to make any payment thereunder (irrespective of any of
the circumstances referred to in the preceding sentence), or any error,
omission, interruption, loss or delay in transmission or delivery of any draft,
notice or other communication under or relating to any Letter of Credit
(including any document required to make a drawing thereunder), any error in
interpretation of technical terms or any consequence arising from causes beyond
the control of such Issuing Bank, or any of the circumstances referred to in
clause (i), (ii) or (iii) of the first sentence; provided that the foregoing
shall not be construed to excuse the applicable Issuing Bank from liability to
the Borrower to the extent of any direct damages (as opposed to consequential or
punitive damages, claims in respect of which are hereby waived by the Borrower
to the extent permitted by applicable law) suffered by the Borrower that are
determined by a court of competent jurisdiction to have been caused by (i) such
Issuing Bank's failure to exercise care when determining whether drafts and
other documents presented under a Letter of Credit comply with the terms thereof
or (ii) such Issuing Bank's failure to exercise care when refusing to issue a
Letter of Credit in accordance with the terms of this Agreement. The parties
hereto expressly agree that, in the absence of gross negligence or willful
misconduct on the part of the applicable Issuing Bank, such Issuing Bank shall
be deemed to have exercised care in each such determination and each refusal to
issue a Letter of Credit. In furtherance of the foregoing and without limiting
the generality thereof, the parties agree that, with respect to documents
presented which appear on their face to be in substantial compliance with the
terms of a Letter of Credit, the applicable Issuing Bank may, in its sole
discretion, either accept and make payment upon such documents without
responsibility for further investigation, regardless of any notice or
information to the contrary, or refuse to accept and make payment upon such
documents if such documents are not in strict compliance with the terms of such
Letter of Credit.

          (g) Disbursement Procedures. The applicable Issuing Bank shall,
promptly following its receipt thereof, examine all documents purporting to
represent a demand for payment under a Letter of Credit. Such Issuing Bank shall
promptly notify the Administrative Agent and the Borrower by telephone
(confirmed by telecopy) of such demand for payment and whether such Issuing Bank
has made or will make a L/C Disbursement thereunder; provided that any failure
to give or delay in giving such notice shall not relieve the Borrower of its
obligation to reimburse such Issuing Bank and the Revolving Facility Lenders
with respect to any such L/C Disbursement.

          (h) Interim Interest. If an Issuing Bank shall make any L/C
Disbursement, then, unless the Borrower shall reimburse such L/C Disbursement in
full on the date such L/C Disbursement is made, the unpaid amount thereof shall
bear interest, for each day from and including the date such L/C Disbursement is
made to but excluding the date that the Borrower reimburses such L/C
Disbursement, at the rate per annum then applicable to ABR Revolving Loans;
provided that, if such L/C Disbursement is not reimbursed by the Borrower when
due pursuant to paragraph (e) of this Section, then Section 2.13(c) shall apply.
Interest accrued pursuant to this paragraph shall be for the account of the
applicable Issuing Bank, except that interest accrued on and after the date of
payment by any Revolving Facility Lender pursuant to paragraph (e) of this
Section to reimburse such Issuing Bank shall be for the account of such
Revolving Facility Lender to the extent of such payment.

          (i) Replacement of an Issuing Bank. An Issuing Bank may be replaced at
any time by written agreement among the Borrower, the Administrative Agent, the
replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent
shall notify the Lenders of any such replacement of an Issuing Bank. At the time
any such replacement shall become effective, the Borrower shall pay all unpaid
fees accrued for the account of the replaced Issuing Bank pursuant to Section
2.12. From and after


                                      -40-

<PAGE>

the effective date of any such replacement, (i) the successor Issuing Bank shall
have all the rights and obligations of the replaced Issuing Bank under this
Agreement with respect to Letters of Credit to be issued thereafter and (ii)
references herein to the term "Issuing Bank" shall be deemed to refer to such
successor or to any previous Issuing Bank, or to such successor and all previous
Issuing Banks, as the context shall require. After the replacement of an Issuing
Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall
continue to have all the rights and obligations of such Issuing Bank under this
Agreement with respect to Letters of Credit issued by it prior to such
replacement but shall not be required to issue additional Letters of Credit.

          (j) Cash Collateralization. If any Event of Default shall occur and be
continuing, (i) in the case of an Event of Default described in Section 7.01(h)
or (i), on the Business Day or (ii) in the case of any other Event of Default
(subject to Section 7.01), on the third Business Day, in each case, following
the date on which the Borrower receives notice from the Administrative Agent
(or, if the maturity of the Loans has been accelerated, Revolving Facility
Lenders with Revolving L/C Exposure representing greater than 50% of the total
Revolving L/C Exposure) demanding the deposit of cash collateral pursuant to
this paragraph, the Borrower shall deposit in an account with the Administrative
Agent, in the name of the Administrative Agent and for the benefit of the
Lenders, an amount in cash equal to the Revolving L/C Exposure as of such date
plus any accrued and unpaid interest thereon; provided that upon the occurrence
of any Event of Default with respect to the Borrower described in clause (h) or
(i) of Section 7.01, the obligation to deposit such cash collateral shall become
effective immediately, and such deposit shall become immediately due and
payable, without demand or other notice of any kind. Each such deposit pursuant
to this paragraph shall be held by the Administrative Agent as collateral for
the payment and performance of the obligations of the Borrower under this
Agreement. The Administrative Agent shall have exclusive dominion and control,
including the exclusive right of withdrawal, over such account. Other than any
interest earned on the investment of such deposits, which investments shall be
made at the option and sole discretion of (i) for so long as an Event of Default
shall be continuing, the Administrative Agent and (ii) at any other time, the
Borrower, in each case, in Permitted Investments and at the risk and expense of
the Borrower, such deposits shall not bear interest. Interest or profits, if
any, on such investments shall accumulate in such account. Moneys in such
account shall be applied by the Administrative Agent to reimburse each Issuing
Bank for L/C Disbursements for which such Issuing Bank has not been reimbursed
and, to the extent not so applied, shall be held for the satisfaction of the
reimbursement obligations of the Borrower for the Revolving L/C Exposure at such
time or, if the maturity of the Loans has been accelerated (but subject to the
consent of Revolving Facility Lenders with Revolving L/C Exposure representing
greater than 50% of the total Revolving L/C Exposure), be applied to satisfy
other obligations of the Borrower under this Agreement. If the Borrower is
required to provide an amount of cash collateral hereunder as a result of the
occurrence of an Event of Default, such amount (to the extent not applied as
aforesaid) shall be returned to the Borrower within three Business Days after
all Events of Default have been cured or waived.

          (k) Additional Issuing Banks. From time to time, the Borrower may by
notice to the Administrative Agent designate up to three Lenders (in addition to
UBS AG, Stamford Branch) each of which agrees (in its sole discretion) to act in
such capacity and is reasonably satisfactory to the Administrative Agent as an
Issuing Bank. Each such additional Issuing Bank shall execute a counterpart of
this Agreement upon the approval of the Administrative Agent (which approval
shall not be unreasonably withheld) and shall thereafter be an Issuing Bank
hereunder for all purposes.

          (l) Reporting. Unless otherwise requested by the Administrative Agent,
each Issuing Bank shall (i) provide to the Administrative Agent copies of any
notice received from the Borrower pursuant to Section 2.05(b) no later than the
next Business Day after receipt thereof and (ii) report in writing to the
Administrative Agent (A) on or prior to each Business Day on which such Issuing
Bank expects


                                      -41-

<PAGE>

to issue, amend, renew or extend any Letter of Credit, the date of such
issuance, amendment, renewal or extension, and the aggregate face amount of the
Letters of Credit to be issued, amended, renewed or extended by it and
outstanding after giving effect to such issuance, amendment, renewal or
extension occurred (and whether the amount thereof changed), and the Issuing
Bank shall be permitted to issue, amend, renew or extend such Letter of Credit
if the Administrative Agent shall not have advised the Issuing Bank that such
issuance, amendment renewal or extension would not be in conformity with the
requirements of this Agreement, (B) on each Business Day on which such Issuing
Bank makes any L/C Disbursement, the date of such L/C Disbursement and the
amount of such L/C Disbursement and (C) on any other Business Day, such other
information as the Administrative Agent shall reasonably request, including but
not limited to prompt verification of such information as may be requested by
the Administrative Agent.

          SECTION 2.06. Funding of Borrowings.

          (a) Each Lender shall make each Loan to be made by it hereunder on the
proposed date thereof by wire transfer of immediately available funds by 12:00
noon, Local Time, to the account of the Administrative Agent most recently
designated by it for such purpose by notice to the Lenders; provided that
Swingline Loans shall be made as provided in Section 2.04. The Administrative
Agent will make such Loans available to the Borrower by promptly crediting the
amounts so received, in like funds, to an account of the Borrower maintained
with the Administrative Agent in New York City; provided that ABR Revolving
Loans and Swingline Borrowings made to finance the reimbursement of a L/C
Disbursement and reimbursements as provided in Section 2.05(e) shall be remitted
by the Administrative Agent to the applicable Issuing Bank.

          (b) Unless the Administrative Agent shall have received notice from a
Lender prior to the proposed date of any Borrowing that such Lender will not
make available to the Administrative Agent such Lender's share of such
Borrowing, the Administrative Agent may assume that such Lender has made such
share available on such date in accordance with paragraph (a) of this Section
and may, in reliance upon such assumption, make available to the Borrower a
corresponding amount. In such event, if a Lender has not in fact made its share
of the applicable Borrowing available to the Administrative Agent, then the
applicable Lender and the Borrower severally agree to pay to the Administrative
Agent forthwith on demand (without duplication) such corresponding amount with
interest thereon, for each day from and including the date such amount is made
available to the Borrower to but excluding the date of payment to the
Administrative Agent, at (i) in the case of such Lender, the Federal Funds
Effective Rate and a rate determined by the Administrative Agent in accordance
with banking industry rules on interbank compensation or (ii) in the case of the
Borrower, the interest rate applicable to ABR Loans. If such Lender pays such
amount to the Administrative Agent, then such amount shall constitute such
Lender's Loan included in such Borrowing.

          SECTION 2.07. Interest Elections.

          (a) Each Borrowing initially shall be of the Type specified in the
applicable Borrowing Request and, in the case of a Eurocurrency Borrowing, shall
have an initial Interest Period as specified in such Borrowing Request.
Thereafter, the Borrower may elect to convert such Borrowing to a different Type
or to continue such Borrowing and, in the case of a Eurocurrency Borrowing, may
elect Interest Periods therefor, all as provided in this Section. The Borrower
may elect different options with respect to different portions of the affected
Borrowing, in which case each such portion shall be allocated ratably among the
Lenders holding the Loans comprising such Borrowing, and the Loans comprising
each such portion shall be considered a separate Borrowing. This Section shall
not apply to Swingline Borrowings, which may not be converted or continued.


                                      -42-

<PAGE>

          (b) To make an election pursuant to this Section, the Borrower shall
notify the Administrative Agent of such election by telephone by the time that a
Borrowing Request would be required under Section 2.03 if the Borrower were
requesting a Borrowing of the Type resulting from such election to be made on
the effective date of such election. Each such telephonic Interest Election
Request shall be irrevocable and shall be confirmed promptly (but in any event
on the same Business Day) by hand delivery or telecopy to the Administrative
Agent of a written Interest Election Request in a form approved by the
Administrative Agent and signed by such Borrower.

          (c) Each telephonic and written Interest Election Request shall
specify the following information in compliance with Section 2.02:

          (i) the Borrowing to which such Interest Election Request applies and,
     if different options are being elected with respect to different portions
     thereof, the portions thereof to be allocated to each resulting Borrowing
     (in which case the information to be specified pursuant to clauses (iii)
     and (iv) below shall be specified for each resulting Borrowing);

          (ii) the effective date of the election made pursuant to such Interest
     Election Request, which shall be a Business Day;

          (iii) whether the resulting Borrowing is to be an ABR Borrowing or a
     Eurocurrency Borrowing; and

          (iv) if the resulting Borrowing is a Eurocurrency Borrowing, the
     Interest Period to be applicable thereto after giving effect to such
     election, which shall be a period contemplated by clause (a) of the
     definition of the term "Interest Period."

If any such Interest Election Request requests a Eurocurrency Borrowing but does
not specify an Interest Period, then the Borrower shall be deemed to have
selected an Interest Period of one month's duration.

          (d) Promptly following receipt of an Interest Election Request, the
Administrative Agent shall advise each Lender to which such Interest Election
Request relates of the details thereof and of such Lender's portion of each
resulting Borrowing.

          (e) If the Borrower fails to deliver a timely Interest Election
Request with respect to a Eurocurrency Borrowing prior to the end of the
Interest Period applicable thereto, then, unless such Borrowing is repaid as
provided herein, at the end of such Interest Period such Borrowing shall be
converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if
an Event of Default has occurred and is continuing and the Administrative Agent,
at the written request (including a request through electronic means) of the
Required Lenders, so notifies the Borrower, then, so long as an Event of Default
is continuing (i) no outstanding Borrowing may be converted to or continued as a
Eurocurrency Borrowing and (ii) unless repaid, each Eurocurrency Borrowing shall
be converted to an ABR Borrowing at the end of the Interest Period applicable
thereto.

          SECTION 2.08. Termination and Reduction of Commitments.

          (a) Unless previously terminated, the Revolving Facility Commitments
shall terminate on the Revolving Facility Maturity Date. The parties hereto
acknowledge that the Term Loan Commitments will terminate at 5:00 p.m., Local
Time, on the Closing Date.

          (b) The Borrower may at any time terminate, or from time to time
reduce, the Commitments under either Facility; provided that (i) each reduction
of the Commitments under either Facility


                                      -43-

<PAGE>

shall be in an amount that is an integral multiple of $1 million and not less
than $5 million (or, if less, the remaining amount of the Revolving Facility
Commitments) and (ii) the Borrower shall not terminate or reduce the Revolving
Facility Commitments if, after giving effect to any concurrent prepayment of the
Revolving Facility Loans in accordance with Section 2.11, the Revolving Facility
Credit Exposure would exceed the total Revolving Facility Commitments.

          (c) The Borrower shall notify the Administrative Agent of any election
to terminate or reduce the Revolving Facility Commitments under paragraph (b) of
this Section at least three Business Days prior to the effective date of such
termination or reduction, specifying such election and the effective date
thereof. Promptly following receipt of any notice, the Administrative Agent
shall advise the applicable Lenders of the contents thereof. Each notice
delivered by the Borrower pursuant to this Section shall be irrevocable;
provided that a notice of termination of the Revolving Facility Commitments
delivered by the Borrower may state that such notice is conditioned upon the
effectiveness of other credit facilities, in which case such notice may be
revoked by the Borrower (by notice to the Administrative Agent on or prior to
the specified effective date) if such condition is not satisfied. Any
termination or reduction of the Commitments shall be permanent. Each reduction
of the Commitments under either Facility shall be made ratably among the Lenders
in accordance with their respective Commitments under such Facility.

          SECTION 2.09. Repayment of Loans; Evidence of Debt.

          (a) The Borrower hereby unconditionally promises to pay (i) to the
Administrative Agent for the account of each Revolving Facility Lender the then
unpaid principal amount of each Revolving Facility Loan to the Borrower on the
Revolving Facility Maturity Date, (ii) to the Administrative Agent for the
account of each Lender the then unpaid principal amount of each Term Loan of
such Lender as provided in Section 2.10 and (iii) to the Swingline Lender the
then unpaid principal amount of each Swingline Loan on the earlier of the
Revolving Facility Maturity Date and the first date after such Swingline Loan is
made that is the 15th or last day of a calendar month and is at least five
Business Days after such Swingline Loan is made; provided that on each date that
a Revolving Facility Borrowing is made by the Borrower, the Borrower shall repay
all Swingline Loans then outstanding. Once prepaid or repaid, Term Loans may not
be reborrowed.

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

          (c) The Administrative Agent shall maintain accounts in which it shall
record (i) the amount of each Loan made hereunder, the Facility and Type thereof
and the Interest Period (if any) applicable thereto, (ii) the amount of any
principal or interest due and payable or to become due and payable from the
Borrower to each Lender hereunder and (iii) any amount received by the
Administrative Agent hereunder for the account of the Lenders and each Lender's
share thereof.

          (d) The entries made in the accounts maintained pursuant to paragraph
(b) or (c) of this Section shall be prima facie evidence of the existence and
amounts of the obligations recorded therein; provided that the failure of any
Lender or the Administrative Agent to maintain such accounts or any error
therein shall not in any manner affect the obligation of the Borrower to repay
the Loans in accordance with the terms of this Agreement.

          (e) Any Lender may request that Loans made by it be evidenced by a
promissory note (a "Note"). In such event, the Borrower shall prepare, execute
and deliver to such Lender a promissory


                                      -44-

<PAGE>
note payable to the order of such Lender (or, if requested by such Lender, to
such Lender and its registered assigns) and in a form approved by the
Administrative Agent. Thereafter, the Loans evidenced by such promissory note
and interest thereon shall at all times (including after assignment pursuant to
Section 9.04) be represented by one or more promissory notes in such form
payable to the order of the payee named therein (or, if such promissory note is
a registered note, to such payee and its registered assigns).

          SECTION 2.10. Repayment of Term Loans and Revolving Facility Loans.

          (a) Subject to the other paragraphs of this Section, the Borrower
shall repay Term Borrowings on each date set forth below in the aggregate
principal amount set forth below opposite such date or, if such date is not a
Business Day, the immediately preceding Business Day (each such date being
referred to as a "Term Loan Installment Date"):

<TABLE>
<CAPTION>
                                     Amount of Term
Date                            Borrowings to be Repaid
----                            -----------------------
<S>                             <C>
June 30, 2006................         $    887,500
September 30, 2006...........         $    887,500
December 31, 2006............         $    887,500
March 31, 2007...............         $    887,500
June 30, 2007................         $    887,500
September 30, 2007...........         $    887,500
December 31, 2007............         $    887,500
March 31, 2008...............         $    887,500
June 30, 2008................         $    887,500
September 30, 2008...........         $    887,500
December 31, 2008............         $    887,500
March 31, 2009...............         $    887,500
June 30, 2009................         $    887,500
September 30, 2009...........         $    887,500
December 31, 2009............         $    887,500
March 31, 2010...............         $    887,500
June 30, 2010................         $    887,500
September 30, 2010...........         $    887,500
December 31, 2010............         $    887,500
March 31, 2011...............         $    887,500
June 30, 2011................         $    887,500
September 30, 2011...........         $    887,500
December 31, 2011............         $    887,500
March 31, 2012...............         $    887,500
June 30, 2012................         $    887,500
September 30, 2012...........         $    887,500
December 31, 2012............         $    887,500
Term Facility Maturity Date..         $331,037,500
</TABLE>

          (b) To the extent not previously paid, outstanding Revolving Facility
Loans shall be due and payable on the Revolving Facility Maturity Date.


                                      -45-
<PAGE>

          (c)  Prepayment of the Borrowings from:

          (i) all Net Proceeds and Excess Cash Flow pursuant to Section 2.11(b)
     or 2.11(c) shall be applied to the Term Borrowings, with the application
     thereof in direct chronological order to the unpaid amounts due on the next
     succeeding Term Loan Installment Dates, and

          (ii) any optional prepayments of the Term Loans pursuant to Section
     2.11(a) shall be applied to the remaining installments thereof as directed
     by the Borrower.

          (d) Prior to any repayment of any Borrowing under either Facility
hereunder, the Borrower shall select the Borrowing or Borrowings under the
applicable Facility to be repaid and shall notify the Administrative Agent by
telephone (confirmed by telecopy) of such selection not later than 2:00 p.m.,
Local Time, (i) in the case of an ABR Borrowing, one Business Day before the
scheduled date of such repayment and (ii) in the case of a Eurocurrency
Borrowing, three Business Days before the scheduled date of such repayment. Each
repayment of a Borrowing (x) in the case of the Revolving Facility, shall be
applied to the Revolving Facility Loans included in the repaid Borrowing such
that each Revolving Facility Lender receives its ratable share of such repayment
(based upon the Revolving Facility Credit Exposures of the Revolving Facility
Lenders at the time of such repayment) and (y) in all other cases, shall be
applied ratably to the Loans included in the repaid Borrowing; provided that for
prepayments made pursuant to Sections 2.11(b) or 2.11(c), each Term Loan Lender
may elect, by written notice to the Administrative Agent at least one Business
Day prior to the prepayment date, to decline its pro rata share of such Term
Loan repayment; in which case the amount so declined shall be offered ratably to
each non-rejecting Term Loan Lender, who shall have the right to reject such
additional amount, and any amounts so rejected shall be retained by the
Borrower. Notwithstanding anything to the contrary in the immediately preceding
sentence, prior to any repayment of a Swingline Borrowing hereunder, the
Borrower shall select the Borrowing or Borrowings to be repaid and shall notify
the Administrative Agent by telephone (confirmed by telecopy) of such selection
not later than 1:00 p.m., Local Time, on the scheduled date of such repayment.
Repayments of Borrowings shall be accompanied by accrued interest on the amount
repaid.

          SECTION 2.11. Prepayment of Loans.

          (a) The Borrower shall have the right at any time and from time to
time to prepay any Borrowing in whole or in part, without premium or penalty
(but subject to Section 2.16), in an aggregate principal amount that is an
integral multiple of the Borrowing Multiple and not less than the Borrowing
Minimum or, if less, the aggregate amount then outstanding under the Term
Facility (in the case of a prepayment of a Term Borrowing) or the Revolving
Facility (in the case of a prepayment of a Revolving Borrowing), subject to
prior notice in accordance with Section 2.10(d).

          (b) The Borrower shall apply all Net Proceeds promptly upon receipt
thereof to prepay Term Borrowings in accordance with paragraphs (c) and (d) of
Section 2.10.

          (c) Not later than 90 days after the end of each Excess Cash Flow
Period, the Borrower shall calculate Excess Cash Flow for such Excess Cash Flow
Period and shall apply an amount equal to (x) the Required Percentage of such
Excess Cash Flow minus (y) the amount of any voluntary prepayments of Term Loans
during such Excess Cash Flow Period and the amount of any permanent voluntary
reductions during such Excess Cash Flow Period of Revolving Facility Commitments
to the extent that an equal amount of Revolving Facility Loans was
simultaneously repaid, other than, in each case, to the extent financed, or
intended to be financed, using the proceeds of the incurrence of Indebtedness
and so long as the amount of such prepayment is not already reflected in Debt
Service for such Excess Cash Flow Period to prepay Term Borrowings in accordance
with paragraphs (c) and (d) of Section 2.10. Not


                                      -46-

<PAGE>

later than the date on which the Borrower is required to deliver financial
statements with respect to the end of each Excess Cash Flow Period under Section
5.04(a), the Borrower shall deliver to the Administrative Agent a certificate
signed by a Financial Officer of the Borrower setting forth the amount, if any,
of Excess Cash Flow for such fiscal year and the calculation thereof in
reasonable detail.

          SECTION 2.12. Fees.

          (a) The Borrower agrees to pay to each Lender (other than any
Defaulting Lender), through the Administrative Agent, 10 Business Days after the
last Business Day of March, June, September and December in each year, and three
Business Days after the date on which the Revolving Facility Commitments of all
the Lenders shall be terminated as provided herein, a commitment fee (a
"Commitment Fee") on the daily amount of the Available Unused Commitment of such
Lender during the preceding quarter (or other period commencing with the Closing
Date or ending with the date on which the last of the Commitments of such Lender
shall be terminated) at the Commitment Fee Rate. All Commitment Fees shall be
computed on the basis of the actual number of days elapsed in a year of 360
days. For the purpose of calculating any Lender's Commitment Fee, the
outstanding Swingline Loans during the period for which such Lender's Commitment
Fee is calculated shall reduce the amount of the Available Unused Commitment on
a dollar for dollar basis. The Commitment Fee due to each Lender shall commence
to accrue on the Closing Date and shall cease to accrue on the date on which the
last of the Commitments of such Lender shall be terminated as provided herein.

          (b) The Borrower from time to time agrees to pay (i) to each Revolving
Facility Lender (other than any Defaulting Lender), through the Administrative
Agent, 10 Business Days after the last day of March, June, September and
December of each year and three Business Days after the date on which the
Revolving Facility Commitments of all the Lenders shall be terminated as
provided herein, a fee (an "L/C Participation Fee") on such Lender's Revolving
Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the
portion thereof attributable to unreimbursed L/C Disbursements), during the
preceding quarter (or shorter period commencing with the Closing Date or ending
with the Revolving Facility Maturity Date or the date on which the Revolving
Facility Commitments shall be terminated) at the rate per annum equal to the
Applicable Margin for Eurocurrency Revolving Borrowings effective for each day
in such period and (ii) to each Issuing Bank, for its own account, (x) 10
Business Days after the last day of March, June, September and December of each
year and three Business Days after the date on which the Revolving Facility
Commitments of all the Lenders shall be terminated as provided herein, a
fronting fee in respect of each Letter of Credit issued by such Issuing Bank for
the period from and including the date of issuance of such Letter of Credit to
and including the termination of such Letter of Credit, computed at a rate equal
to 1/4 of 1% per annum of the daily average stated amount of such Letter of
Credit), plus (y) in connection with the issuance, amendment or transfer of any
such Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank's
customary documentary and processing charges (collectively, "Issuing Bank
Fees"). All L/C Participation Fees and Issuing Bank Fees that are payable on a
per annum basis shall be computed on the basis of the actual number of days
elapsed in a year of 360 days.

          (c) The Borrower agrees to pay to the Administrative Agent, for the
account of the Administrative Agent, the agency fees set forth in the Fee
Letter, as amended, restated, supplemented or otherwise modified from time to
time, at the times specified therein (the "Administrative Agent Fees").

          (d) All Fees shall be paid on the dates due, in immediately available
funds, to the Administrative Agent for distribution, if and as appropriate,
among the Lenders, except that Issuing Bank Fees shall be paid directly to the
applicable Issuing Banks. Once paid, none of the Fees shall be refundable under
any circumstances.


                                      -47-

<PAGE>

          SECTION 2.13. Interest.

          (a) The Loans comprising each ABR Borrowing (including each Swingline
Loan) shall bear interest at the ABR plus the Applicable Margin.

          (b) The Loans comprising each Eurocurrency Borrowing shall bear
interest at the Adjusted LIBO Rate for the Interest Period in effect for such
Borrowing plus the Applicable Margin.

          (c) Notwithstanding the foregoing, if any principal of or interest on
any Loan or any Fees or other amount payable by the Borrower hereunder is not
paid when due, whether at stated maturity, upon acceleration or otherwise, such
overdue amount shall bear interest, after as well as before judgment, at a rate
per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the
rate otherwise applicable to such Loan as provided in the preceding paragraphs
of this Section or (ii) in the case of any other amount, 2% plus the rate
applicable to ABR Loans as provided in paragraph (a) of this Section; provided
that this paragraph (c) shall not apply to any Event of Default that has been
waived by the Lenders pursuant to Section 9.08.

          (d) Accrued interest on each Loan shall be payable in arrears (i) on
each Interest Payment Date for such Loan, (ii) in the case of Revolving Facility
Loans, upon termination of the Revolving Facility Commitments and (iii) in the
case of the Term Loans, on the Term Facility Maturity Date; provided that (i)
interest accrued pursuant to paragraph (c) of this Section shall be payable on
demand, (ii) in the event of any repayment or prepayment of any Loan (other than
a prepayment of an ABR Revolving Loan prior to the end of the Availability
Period), accrued interest on the principal amount repaid or prepaid shall be
payable on the date of such repayment or prepayment and (iii) in the event of
any conversion of any Eurocurrency Loan prior to the end of the current Interest
Period therefor, accrued interest on such Loan shall be payable on the effective
date of such conversion.

          (e) All interest hereunder shall be computed on the basis of a year of
360 days, except that interest computed by reference to the ABR at times when
the ABR is based on the Prime Rate shall be computed on the basis of a year of
365 days (or 366 days in a leap year), and in each case shall be payable for the
actual number of days elapsed (including the first day but excluding the last
day). The applicable ABR, Adjusted LIBO Rate or LIBO Rate shall be determined by
the Administrative Agent, and such determination shall be conclusive absent
manifest error.

          SECTION 2.14. Alternate Rate of Interest. If prior to the commencement
of any Interest Period for a Eurocurrency Borrowing:

          (a) the Administrative Agent determines (which determination shall be
     conclusive absent manifest error) that adequate and reasonable means do not
     exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as
     applicable, for such Interest Period; or

          (b) the Administrative Agent is advised by the Required Lenders that
     the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest
     Period will not adequately and fairly reflect the cost to such Lenders of
     making or maintaining their Loans included in such Borrowing for such
     Interest Period;

then the Administrative Agent shall give written notice thereof to the Borrower
and the Lenders as promptly as practicable thereafter and, until the
Administrative Agent notifies the Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Borrowing to, or
continuation of any Borrowing as, a Eurocurrency Borrowing denominated in such
currency shall be ineffective and such Borrowing shall be converted to or


                                      -48-

<PAGE>

continued as on the last day of the Interest Period applicable thereto an ABR
Borrowing, and (ii) if any Borrowing Request requests a Eurocurrency Borrowing,
such Borrowing shall be made as an ABR Borrowing.

          SECTION 2.15. Increased Costs.

          (a) If any Change in Law shall:

          (i) impose, modify or deem applicable any reserve, special deposit or
     similar requirement against assets of, deposits with or for the account of,
     or credit extended by, any Lender (except any such reserve requirement
     reflected in the Adjusted LIBO Rate) or Issuing Bank; or

          (ii) impose on any Lender or Issuing Bank or the London interbank
     market any other condition (other than Indemnified Taxes or Other Taxes
     that are covered by Section 2.17 and Excluded Taxes) affecting this
     Agreement or Eurocurrency Loans made by such Lender or any Letter of Credit
     or participation therein;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurocurrency Loan (or of maintaining its
obligation to make any such Loan) or to increase the cost to such Lender or
Issuing Bank of participating in, issuing or maintaining any Letter of Credit or
to reduce the amount of any sum received or receivable by such Lender or Issuing
Bank hereunder (whether of principal, interest or otherwise), then the Borrower
will pay to such Lender or Issuing Bank, as applicable, such additional amount
or amounts as will compensate such Lender or Issuing Bank, as applicable, for
such additional costs incurred or reduction suffered.

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

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

          (d) Promptly after any Lender or any Issuing Bank has determined that
it will make a request for increased compensation pursuant to this Section 2.15,
such Lender or Issuing Bank shall notify the Borrower thereof. Failure or delay
on the part of any Lender or Issuing Bank to demand compensation pursuant to
this Section shall not constitute a waiver of such Lender's or Issuing Bank's
right to demand such compensation; provided that the Borrower shall not be
required to compensate a Lender or an Issuing Bank pursuant to this Section for
any increased costs or reductions incurred more than 180 days prior to the date
that such Lender or Issuing Bank, as applicable, notifies the Borrower of the
Change in Law giving rise to such increased costs or reductions and of such
Lender's or Issuing Bank's intention


                                      -49-

<PAGE>

to claim compensation therefor; provided, further, that, if the Change in Law
giving rise to such increased costs or reductions is retroactive, then the
180-day period referred to above shall be extended to include the period of
retroactive effect thereof.

          SECTION 2.16. Break Funding Payments. In the event of (a) the payment
of any principal of any Eurocurrency Loan other than on the last day of an
Interest Period applicable thereto (including as a result of an Event of
Default), (b) the conversion of any Eurocurrency Loan other than on the last day
of the Interest Period applicable thereto, (c) the failure to borrow, convert,
continue or prepay any Eurocurrency Loan on the date specified in any notice
delivered pursuant hereto or (d) the assignment of any Eurocurrency Loan other
than on the last day of the Interest Period applicable thereto as a result of a
request by the Borrower pursuant to Section 2.19, then, in any such event, the
Borrower shall compensate each Lender for the loss, cost and expense
attributable to such event. In the case of a Eurocurrency Loan, such loss, cost
or expense to any Lender shall be deemed to be the amount determined by such
Lender to be the excess, if any, of (i) the amount of interest which would have
accrued on the principal amount of such Loan had such event not occurred, at the
Adjusted LIBO Rate that would have been applicable to such Loan, for the period
from the date of such event to the last day of the then current Interest Period
therefor (or, in the case of a failure to borrow, convert or continue a
Eurocurrency Loan, for the period that would have been the Interest Period for
such Loan), over (ii) the amount of interest which would accrue on such
principal amount for such period at the interest rate which such Lender would
bid were it to bid, at the commencement of such period, for deposits in dollars
of a comparable amount and period from other banks in the Eurodollar market. A
certificate of any Lender setting forth any amount or amounts that such Lender
is entitled to receive pursuant to this Section shall be delivered to the
Borrower and shall be conclusive absent manifest error. The Borrower shall pay
such Lender the amount shown as due on any such certificate within 10 days after
receipt thereof.

          SECTION 2.17. Taxes.

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

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

          (c) Each Loan Party shall indemnify the Administrative Agent, each
Lender and each Issuing Bank, within 20 days after written demand therefor, for
the full amount of any Indemnified Taxes or Other Taxes payable by the
Administrative Agent, such Lender or such Issuing Bank, as applicable, on or
with respect to any payment by or on account of any obligation of such Loan
Party hereunder (including Indemnified Taxes or Other Taxes imposed or asserted
on or attributable to amounts payable under this Section) and any reasonable
expenses arising therefrom or with respect thereto, except for any expenses that
arise from the gross negligence or willful misconduct on the part of the
Administrative Agent, such Lender or such Issuing Bank, as applicable. A
certificate as to the amount of such payment or liability, prepared in good
faith and delivered to such Loan Party by a Lender or an Issuing Bank, or by


                                      -50-

<PAGE>

the Administrative Agent on its own behalf, on behalf of another Agent or on
behalf of a Lender or an Issuing Bank, shall be conclusive absent manifest
error.

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

          (e) Any Lender that is entitled to an exemption from or reduction of
withholding Tax under the law of the jurisdiction in which the Borrower is
located, or any treaty to which such jurisdiction is a party, with respect to
payments under this Agreement, shall deliver to the Borrower (with a copy to the
Administrative Agent), to the extent such Lender is legally entitled to do so,
at the time or times prescribed by applicable law and as reasonably requested by
the Borrower or the Administrative Agent, such properly completed and executed
documentation prescribed by applicable law as will permit such payments to be
made without such withholding tax or at a reduced rate; provided that no Lender
shall have any obligation under this paragraph (e) with respect to any
withholding Tax imposed by any jurisdiction other than the United States if in
the reasonable judgment of such Lender such compliance would subject such Lender
to any unreimbursed cost or expense or would otherwise be disadvantageous to
such Lender in any material respect.

          (f) Each Foreign Lender shall deliver to the Borrower and the
Administrative Agent on the date on or before which such Foreign Lender becomes
a Lender under this Agreement (and promptly from time to time thereafter upon
the reasonable request of the Borrower or the Administrative Agent), two copies
of whichever of the following is applicable: (i) duly completed copies of
Internal Revenue Service Form W-8BEN (or any subsequent versions thereof or
successors thereto), claiming eligibility for benefits of an income tax treaty
to which the United States of America is a party, (ii) duly completed copies of
Internal Revenue Service Form W-8ECI (or any subsequent versions thereof or
successors thereto), (iii) in the case of a Foreign Lender claiming the benefits
of the exemption for portfolio interest under Section 871(h) or 881(c) of the
Code, (x) a certificate to the effect that such Foreign Lender is not (A) a
"bank" within the meaning of Section 881(c)(3)(A) of the Code, (B) a "10 percent
shareholder" of the Borrower within the meaning of Section 871(h)(3)(B) or
881(c)(3)(B) of the Code, or (C) a "controlled foreign corporation" described in
Section 881(c)(3)(C) of the Code and (y) duly completed copies of Internal
Revenue Service Form W-8BEN (or any subsequent versions thereof or successors
thereto), (iv) duly completed copies of Internal Revenue Service Form W-8IMY
together with the additional documentation that must be transmitted with Form
W-8IMY, including the appropriate forms described in (i), (ii) and (iii), or (v)
any other form prescribed by applicable law as a basis for claiming exemption
from or a reduction in United States federal withholding tax duly completed
together with such supplementary documentation as may be prescribed by
applicable law to permit the Borrower to determine the withholding or deduction
required to be made. In addition, each Lender that is not a Foreign Lender other
than a Lender that may reasonably be treated as an exempt recipient based on the
indicators described in Treasury Regulation 1.6049-4(c)(1)(ii), shall deliver to
the Borrower and the Administrative Agent two duly completed copies of Internal
Revenue Service Form W-9 (or any subsequent versions thereof or successors
thereto) on or before the date such Lender becomes a Lender under this
Agreement. In addition, in each of the foregoing circumstances, each Lender
shall deliver such forms promptly upon the obsolescence, expiration, or
invalidity of any form previously delivered by such Lender. Each Lender shall
promptly notify the Borrower and the Administrative Agent at any time it
determines that it is no longer in a position to provide any previously
delivered form or certificate to the Borrower (or any other form of
certification adopted by the United States of America or other taxing
authorities for such purpose). Notwithstanding any other provision of this
paragraph, a Lender shall not be required to deliver any form pursuant to this
paragraph that such Lender is not legally able to deliver.


                                      -51-

<PAGE>

          (g) If the Administrative Agent, Issuing Bank or a Lender determines,
in its sole discretion, that it has received a refund of any Indemnified Taxes
or Other Taxes as to which it has been indemnified by a Loan Party or with
respect to which such Loan Party has paid additional amounts pursuant to this
Section 2.17, it shall pay over such refund to such Loan Party (but only to the
extent of indemnity payments made, or additional amounts paid, by such Loan
Party under this Section 2.17 with respect to the Indemnified Taxes or Other
Taxes giving rise to such refund), net of all out-of-pocket expenses of the
Administrative Agent, Issuing Bank or such Lender (including any Taxes imposed
with respect to such refund) as is determined by the Administrative Agent,
Issuing Bank or Lender in good faith and in its sole discretion, and without
interest (other than any interest paid by the relevant Governmental Authority
with respect to such refund); provided that such Loan Party, upon the written
request of the Administrative Agent, Issuing Bank or such Lender, agrees to
repay as soon as reasonably practicable the amount paid over to such Loan Party
(plus any penalties, interest or other charges imposed by the relevant
Governmental Authority) to the Administrative Agent, Issuing Bank or such Lender
in the event the Administrative Agent, Issuing Bank or such Lender is required
to repay such refund to such Governmental Authority. This Section 2.17(g) shall
not be construed to require the Administrative Agent, Issuing Bank or any Lender
to make available its Tax returns (or any other information relating to its
Taxes which it deems confidential) to the Loan Parties or any other person.
Notwithstanding anything to the contrary, in no event will any Lender be
required to pay any amount to any Loan Party pursuant to this Section 2.17(g)
the payment of which would place such Lender in a less favorable net after-tax
position than such Lender would have been in if the additional amounts giving
rise to such refund of any Indemnified Taxes or Other Taxes had never been paid.

          SECTION 2.18. Payments Generally; Pro Rata Treatment; Sharing of
Set-offs.

          (a) Unless otherwise specified, the Borrower shall make each payment
required to be made by it hereunder (whether of principal, interest, fees or
reimbursement of L/C Disbursements, or of amounts payable under Section 2.15,
2.16, or 2.17, or otherwise) prior to 2:00 p.m., Local Time, on the date when
due, in immediately available funds, without condition or deduction for any
defense, recoupment, set-off or counterclaim. Any amounts received after such
time on any date may, in the discretion of the Administrative Agent, be deemed
to have been received on the next succeeding Business Day for purposes of
calculating interest thereon. All such payments shall be made to the
Administrative Agent to the applicable account designated to the Borrower by the
Administrative Agent, except payments to be made directly to the applicable
Issuing Bank or the Swingline Lender as expressly provided herein and except
that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.05 shall be made
directly to the persons entitled thereto. The Administrative Agent shall
distribute any such payments received by it for the account of any other person
to the appropriate recipient promptly following receipt thereof. If any payment
hereunder shall be due on a day that is not a Business Day, the date for payment
shall be extended to the next succeeding Business Day, and, in the case of any
payment accruing interest, interest thereon shall be payable for the period of
such extension. All payments hereunder shall be made in Dollars. Any payment
required to be made by the Administrative Agent hereunder shall be deemed to
have been made by the time required if the Administrative Agent shall, at or
before such time, have taken the necessary steps to make such payment in
accordance with the regulations or operating procedures of the clearing or
settlement system used by the Administrative Agent to make such payment.

          (b) If at any time insufficient funds are received by and available to
the Administrative Agent from the Borrower to pay fully all amounts of
principal, unreimbursed L/C Disbursements, interest and fees then due from the
Borrower hereunder, such funds shall be applied (i) first, towards payment of
interest and fees then due from the Borrower hereunder, ratably among the
parties entitled thereto in accordance with the amounts of interest and fees
then due to such parties, and (ii) second, towards payment of principal and
unreimbursed L/C Disbursements then due from the Borrower hereunder,


                                      -52-

<PAGE>

ratably among the parties entitled thereto in accordance with the amounts of
principal and unreimbursed L/C Disbursements then due to such parties.

          (c) If any Lender shall, by exercising any right of set-off or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Term Loans, Revolving Facility Loans or participations in
L/C Disbursements or Swingline Loans resulting in such Lender receiving payment
of a greater proportion of the aggregate amount of its Term Loans, Revolving
Facility Loans and participations in L/C Disbursements and Swingline Loans and
accrued interest thereon than the proportion received by any other Lender, then
the Lender receiving such greater proportion shall purchase (for cash at face
value) participations in the Term Loans, Revolving Facility Loans and
participations in L/C Disbursements and Swingline Loans of other Lenders to the
extent necessary so that the benefit of all such payments shall be shared by the
Lenders ratably in accordance with the aggregate amount of principal of and
accrued interest on their respective Term Loans, Revolving Facility Loans and
participations in L/C Disbursements and Swingline Loans; provided that (i) if
any such participations are purchased and all or any portion of the payment
giving rise thereto is recovered, such participations shall be rescinded and the
purchase price restored to the extent of such recovery, without interest, and
(ii) the provisions of this paragraph (c) shall not be construed to apply to any
payment made by the Borrower pursuant to and in accordance with the express
terms of this Agreement or any payment obtained by a Lender as consideration for
the assignment of or sale of a participation in any of its Loans or
participations in L/C Disbursements to any assignee or participant, other than
to the Borrower or any Subsidiary or any Affiliate of the Borrower (as to which
the provisions of this paragraph (c) shall apply). The Borrower consents to the
foregoing and agrees, to the extent it may effectively do so under applicable
law, that any Lender acquiring a participation pursuant to the foregoing
arrangements may exercise against the Borrower rights of set-off and
counterclaim with respect to such participation as fully as if such Lender were
a direct creditor of the Borrower in the amount of such participation.

          (d) Unless the Administrative Agent shall have received notice from
the Borrower prior to the date on which any payment is due to the Administrative
Agent for the account of the Lenders or the applicable Issuing Bank hereunder
that the Borrower will not make such payment, the Administrative Agent may
assume that the Borrower has made such payment on such date in accordance
herewith and may, in reliance upon such assumption, distribute to the Lenders or
the applicable Issuing Bank, as applicable, the amount due. In such event, if
the Borrower has not in fact made such payment, then each of the Lenders or the
applicable Issuing Bank, as applicable, severally agrees to repay to the
Administrative Agent forthwith on demand the amount so distributed to such
Lender or Issuing Bank with interest thereon, for each day from and including
the date such amount is distributed to it to but excluding the date of payment
to the Administrative Agent, at the greater of the Federal Funds Effective Rate
and a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation.

          (e) If any Lender shall fail to make any payment required to be made
by it pursuant to Section 2.04(c), 2.05(d) or (e), 2.06(b) or 2.18(d), then the
Administrative Agent may, in its discretion (notwithstanding any contrary
provision hereof), apply any amounts thereafter received by the Administrative
Agent for the account of such Lender to satisfy such Lender's obligations under
such Sections until all such unsatisfied obligations are fully paid.

          SECTION 2.19. Mitigation Obligations; Replacement of Lenders.

          (a) If any Lender requests compensation under Section 2.15, or if the
Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.17,
then such Lender shall use reasonable efforts to designate a different


                                      -53-

<PAGE>

Lending Office for funding or booking its Loans hereunder or to assign its
rights and obligations hereunder to another of its offices, branches or
Affiliates, if, in the reasonable judgment of such Lender, such designation or
assignment (i) would eliminate or reduce amounts payable pursuant to Section
2.15 or 2.17, as applicable, in the future and (ii) would not subject such
Lender to any material unreimbursed cost or expense and would not otherwise be
disadvantageous to such Lender in any material respect. The Borrower hereby
agrees to pay all reasonable costs and expenses incurred by any Lender in
connection with any such designation or assignment.

          (b) If any Lender requests compensation under Section 2.15, or if the
Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.17,
or is a Defaulting Lender, then the Borrower may, at its sole expense and
effort, upon notice to such Lender and the Administrative Agent, require such
Lender to assign and delegate, without recourse (in accordance with and subject
to the restrictions contained in Section 9.04), all its interests, rights and
obligations under this Agreement to an assignee that shall assume such
obligations (which assignee may be another Lender, if a Lender accepts such
assignment); provided that (i) the Borrower shall have received the prior
written consent of the Administrative Agent, which consent shall not
unreasonably be withheld, (ii) such Lender shall have received payment of an
amount equal to the outstanding principal of its Loans and participations in L/C
Disbursements and Swingline Loans, accrued interest thereon, accrued fees and
all other amounts payable to it hereunder, from the assignee (to the extent of
such outstanding principal and accrued interest and fees) or the Borrower (in
the case of all other amounts) and (iii) in the case of any such assignment
resulting from a claim for compensation under Section 2.15 or payments required
to be made pursuant to Section 2.17, such assignment will result in a reduction
in such compensation or payments. Nothing in this Section 2.19 shall be deemed
to prejudice any rights that the Borrower may have against any Lender that is a
Defaulting Lender.

          (c) If any Lender (such Lender, a "Non-Consenting Lender") has failed
to consent to a proposed amendment, waiver, discharge or termination which
pursuant to the terms of Section 9.08 requires the consent of all of the Lenders
affected and with respect to which the Required Lenders shall have granted their
consent, then the Borrower shall have the right (unless such Non-Consenting
Lender grants such consent) to replace such Non-Consenting Lender by requiring
such Non-Consenting Lender to promptly assign its Loans and its Commitments
hereunder to one or more assignees reasonably acceptable to the Administrative
Agent that shall consent to such proposed amendment, waiver, discharge or
termination, provided that: (a) all Obligations of the Borrower owing to such
Non-Consenting Lender being replaced shall be paid in full to such
Non-Consenting Lender concurrently with such assignment, (b) the replacement
Lender shall purchase the foregoing by paying to such Non-Consenting Lender a
price equal to the principal amount thereof plus accrued and unpaid interest
thereon and (c) the replacement Lender shall pay the processing and recordation
fee referred to in Section 9.04(b)(ii)(B). In connection with any such
assignment the Borrower, Administrative Agent, such Non-Consenting Lender and
the replacement Lender shall otherwise comply with Section 9.04.

          SECTION 2.20. Illegality. If any Lender reasonably determines that any
change in law has made it unlawful, or that any Governmental Authority has
asserted after the Closing Date that it is unlawful, for any Lender or its
applicable Lending Office to make or maintain any Eurocurrency Loans, then, on
notice thereof by such Lender to the Borrower through the Administrative Agent,
any obligations of such Lender to make or continue Eurocurrency Loans or to
convert ABR Borrowings to Eurocurrency Borrowings 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), either convert all Eurocurrency Borrowings of such Lender
to ABR Borrowings, either on the last day of the Interest Period therefor, if
such Lender may lawfully continue to maintain such Eurocurrency Borrowings to
such day, or


                                      -54-

<PAGE>

immediately, if such Lender may not lawfully continue to maintain such Loans.
Upon any such prepayment or conversion, the Borrower shall also pay accrued
interest on the amount so prepaid or converted.

          SECTION 2.21. Incremental Extensions of Credit. Subject to the terms
and conditions set forth herein, the Borrower may at any time and from time to
time, request to add additional term loans (the "Incremental Term Loans") or
additional revolving credit commitments (the "Incremental Revolving
Commitments," and together with the Incremental Term Loans, the "Incremental
Extensions of Credit") in a minimum principal amount of $15.0 million for all
Incremental Term Loans or all Incremental Revolving Loans consummated on the
same date; provided that (x) immediately prior to and after giving effect to any
Incremental Facility Amendment, no Default has occurred or is continuing or
shall result therefrom and the Borrower shall, after giving effect to the
incurrence of the Incremental Term Loans, be in compliance with Sections 6.11
and 6.12 on a Pro Forma Basis as of the most recent Test Period and as of the
date of incurrence of the Incremental Term Loans and (y) the Incremental
Extensions of Credit shall rank pari passu in right of payment and right of
security in respect of the Collateral with the then existing Facilities. In
addition, (a) the Incremental Extensions of Credit shall be in an aggregate
principal amount not exceeding $100 million, (b) the Incremental Term Loans
shall not have a final maturity date earlier than the Term Loan Maturity Date,
(c) the Incremental Revolving Commitments shall not have a final maturity date
earlier than the Revolving Facility Maturity Date, (d) the Incremental Term
Loans shall not have a weighted average life that is shorter than that of the
then-remaining weighted average life of the Term Loans made on the Closing Date,
(e) the Incremental Revolving Commitments shall not have a weighted average life
that is shorter than that of the then-remaining weighted average life of the
Revolving Facility Commitments made on the Closing Date, (f) to the extent that
the terms of any Incremental Term Loans (other than as specifically contemplated
by immediately preceding clauses (b) and (d)) differ from the Term Loans made on
the Closing Date, such terms shall be reasonably acceptable to the
Administrative Agent and the Joint Lead Arrangers, (g) to the extent that the
terms of any Incremental Revolving Commitments (other than as specifically
contemplated by immediately preceding clauses (c) and (e)) differ from the
Revolving Facility Commitments made on the Closing Date, such terms shall be
reasonably acceptable to the Administrative Agent, each Issuing Lender and the
Joint Lead Arrangers, (h) the Applicable Margins for the Incremental Term Loans
shall be determined by Borrower and the applicable new Lenders; provided,
however, that the Applicable Margins for the Incremental Term Loans shall not be
greater than the then Applicable Margin payable with respect to Term Loans plus
50 basis points (and the Applicable Margin then applicable to the Term Loans
shall be increased to the extent necessary to achieve the foregoing) and (i) all
fees and expenses owing in respect of such Incremental Extensions of Credit to
the Administrative Agent, the Joint Lead Arrangers and the Lenders (including
reasonable fees and expenses of counsel) shall have been paid. Any additional
bank, financial institution, existing Lender or other Person that elects to
extend commitments to provide Incremental Extensions of Credit shall be
reasonably satisfactory to the Borrower and, in the case of Incremental
Revolving Commitments, the Administrative Agent and the Joint Lead Arrangers
(any such bank, financial institution, existing Lender or other Person being
called an "Additional Lender") and shall become a Lender under this Agreement,
pursuant to an amendment (an "Incremental Facility Amendment") to this
Agreement, giving effect to the modifications permitted by this Section 2.21,
and, as appropriate, the other Loan Documents, executed by the Borrower, each
existing Lender agreeing to provide a commitment in respect of the Incremental
Extensions of Credit, if any, each Additional Lender, if any, and the
Administrative Agent. Commitments in respect of Incremental Extensions of Credit
shall become Commitments under this Agreement. An Incremental Facility Amendment
may, without the consent of any other Lenders, effect such amendments to this
Agreement and the other Loan Documents as may be reasonably necessary or
appropriate, in the opinion of the Administrative Agent, to effect the
provisions of this Section. The effectiveness of any Incremental Facility
Amendment shall be subject to the satisfaction on the date thereof (each, an
"Incremental Facility Closing Date") of each of the conditions set forth in
Section 4.01 (it being understood that all references to "the date of such
Borrowing" in Section 4.01 shall be deemed to refer to the Incremental


                                      -55-

<PAGE>

Facility Closing Date). Except as set forth above, the proceeds of the
Incremental Extensions of Credit shall be used for general corporate purposes
including Permitted Business Acquisitions.

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

          The Borrower represents and warrants to each of the Lenders that (it
being understood and agreed that the representations and warranties made on the
Closing Date are deemed to be made concurrently with the Transactions):

          SECTION 3.01. Organization; Powers. Except as set forth on Schedule
3.01, the Borrower and each of the Subsidiaries (a) is a limited partnership,
limited liability company or corporation duly organized, validly existing and in
good standing (or, if applicable in a foreign jurisdiction, enjoys the
equivalent status under the laws of any jurisdiction of organization outside the
United States) under the laws of the jurisdiction of its organization, (b) has
all requisite power and authority to own its property and assets and to carry on
its business as now conducted, (c) is qualified to do business in each
jurisdiction where such qualification is required, except where the failure so
to qualify could not reasonably be expected to have, individually or in the
aggregate, a material adverse effect on the business, property, operations or
condition of the Borrower and the Subsidiaries, taken as a whole, or the
validity or enforceability of any of the Loan Documents or the rights and
remedies of the Administrative Agent and the Lenders thereunder and (d) has the
power and authority to execute, deliver and perform its obligations under each
of the Loan Documents and each other agreement or instrument contemplated
thereby to which it is or will be a party and, in the case of the Borrower, to
borrow and otherwise obtain credit hereunder.

          SECTION 3.02. Authorization. The execution, delivery and performance
by the Borrower and each Subsidiary Loan Party of each of the Loan Documents to
which it is a party, and the borrowings hereunder and the transactions forming a
part of the Transactions (a) have been duly authorized by all corporate,
stockholder, limited partnership or limited liability company action required to
be obtained by the Borrower and such Subsidiary Loan Parties and (b) will not
(i) violate (A) any provision of law, statute, rule or regulation, or of the
certificate or articles of incorporation or other constitutive documents or
by-laws of the Borrower or such Subsidiary Loan Party, (B) any applicable order
of any court or any rule, regulation or order of any Governmental Authority or
(C) any provision of any indenture, certificate of designation for preferred
stock, agreement or other instrument to which the Borrower or such Subsidiary
Loan Party is a party or by which any of them or any of their property is or may
be bound, (ii) be in conflict with, result in a breach of or constitute (alone
or with notice or lapse of time or both) a default under, give rise to a right
of or result in any cancellation or acceleration of any right or obligation
(including any payment) or to a loss of a material benefit under any such
indenture, certificate of designation for preferred stock, agreement or other
instrument, where any such conflict, violation, breach or default referred to in
clause (i) or (ii) of this Section 3.02, could reasonably be expected to have,
individually or in the aggregate, a material adverse effect on the business,
property, operations or condition of the Borrower and the Subsidiaries, taken as
a whole, or the validity or enforceability of any of the Loan Documents or the
rights and remedies of the Administrative Agent and the Lenders thereunder, or
(iii) result in the creation or imposition of any Lien upon or with respect to
any property or assets now owned or hereafter acquired by the Borrower or such
Subsidiary Loan Party, other than the Liens created by the Loan Documents and
Liens permitted by Section 6.02.

          SECTION 3.03. Enforceability. This Agreement has been duly executed
and delivered by the Borrower and constitutes, and each other Loan Document when
executed and delivered by


                                      -56-

<PAGE>

each Loan Party that is party thereto will constitute, a legal, valid and
binding obligation of such Loan Party enforceable against each such Loan Party
in accordance with its terms, subject to (i) the effects of bankruptcy,
insolvency, moratorium, reorganization, fraudulent conveyance or other similar
laws affecting creditors' rights generally, (ii) general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law) and (iii) implied covenants of good faith and fair dealing.

          SECTION 3.04. Governmental Approvals. No action, consent or approval
of, registration or filing with or any other action by any Governmental
Authority is or will be required in connection with the Transactions, except for
(a) the filing of Uniform Commercial Code financing statements, (b) filings with
the United States Copyright Office and United States Patent and Trademark
Office, (c) recordation of the Mortgages, (d) such as have been made or obtained
and are in full force and effect, (e) such actions, consents and approvals the
failure to be obtained or made which could not reasonably be expected to have,
individually or in the aggregate a material adverse effect on the business,
property, operations or condition of the Borrower and the Subsidiaries, taken as
a whole, or the validity or enforceability of any of the Loan Documents or the
rights and remedies of the Administrative Agent and the Lenders thereunder, and
(f) filings or other actions listed on Schedule 3.04.

          SECTION 3.05. Financial Statements.

          (a) The unaudited pro forma consolidated balance sheet as of December
31, 2005 and the Closing Date and related statements of income of Borrower,
together with its consolidated subsidiaries (including the notes thereto) (the
"Pro Forma Financial Statements") for the four-quarter period ending December
31, 2005, and pro forma EBITDA (the "Pro Forma EBITDA") for the four-quarter
period ending December 31, 2005, copies of which have heretofore been furnished
to each Lender via inclusion in the Information Memorandum, have been prepared
giving effect (as if such events had occurred at the beginning of such period)
to the Transactions. Each of the Pro Forma Financial Statements and the Pro
Forma EBITDA has been prepared in good faith based on assumptions believed by
the Borrower to have been reasonable as of the date of delivery thereof (it
being understood that such assumptions are based on good faith estimates of
certain items and that the actual amount of such items on the Closing Date is
subject to change) and, in the case of the Pro Forma Financial Statements, have
been prepared in accordance with Regulation S-X and including adjustments
substantially similar to those set forth on Schedule 1.01(a) and other
adjustments reasonably acceptable to the Arrangers, and presents fairly in all
material respects on a pro forma basis the estimated financial position of the
Borrower and its consolidated Subsidiaries as at the Closing Date, assuming that
the Transactions had actually occurred at the first day of the relevant period.

          (b) The audited consolidated balance sheets of the Borrower as at
September 30, 2004 and 2005, and the audited consolidated statements of income
and cash flows for such fiscal years, reported on by and accompanied by a report
from BDO Seidman, LLP, copies of which have heretofore been furnished to each
Lender, present fairly the consolidated financial position of the Borrower, as
at each such date and the consolidated results of operations and cash flows of
the Borrower for the years then ended.

          (c) The audited consolidated balance sheets of Dictaphone as at
December 31, 2004 and 2003, and the audited consolidated statements of income
and cash flows for such fiscal years, reported on by and accompanied by a report
from Pricewaterhouse Coopers LLP, copies of which have heretofore been furnished
to each Lender, present fairly the consolidated financial position of Dictaphone
as at each such date and the consolidated results of operations and cash flows
of Dictaphone for the years then ended.


                                      -57-

<PAGE>

          (d) The unaudited interim consolidated balance sheets and related
statements of income and cash flows of (x) the Borrower and its subsidiaries and
(y) Dictaphone and its subsidiaries, for each fiscal quarter of the Borrower or
Dictaphone, as the case may be, ended at least 45 days prior to the Closing Date
and subsequent to September 30, 2005 or December 31, 2004, respectively (and, in
each case, for the comparable quarter in the previous fiscal year), present
fairly the consolidated financial condition of the Borrower and Dictaphone, as
the case may be, (subject to normal year-end audit adjustments). All such
financial statements have been prepared in accordance with GAAP applied
consistently throughout the periods involved (subject to (i) normal year-end
adjustments, (ii) adjustments, reclassifications and exceptions set forth in the
Acquisition Agreements and the schedules and exhibits thereto and (iii) the
absence of notes, except as approved by the aforementioned firm of accountants
and disclosed therein). Except as disclosed on Schedule 6.01 or as, individually
or in the aggregate, would not reasonably be expected to have a Material Adverse
Effect, none of the Borrower or any Subsidiary has any material Guarantees,
contingent liabilities and liabilities for taxes, or any long-term leases or
unusual forward or long-term commitments, including any interest rate or foreign
currency swap or exchange transaction or other obligation in respect of
derivatives, that are not reflected in the most recent financial statements
referred to in this paragraph or in the Pro Forma Financial Statements. During
the period from September 30, 2005 to and including the Closing Date, there has
been no disposition by the Borrower or any of its subsidiaries of any material
part of its business or property.

          SECTION 3.06. No Material Adverse Change or Material Adverse Effect.
Since September 30, 2005, there has been no event, circumstance or condition
that has or would reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect.

          SECTION 3.07. Title to Properties; Possession Under Leases.

          (a) The Borrower and each Subsidiary has good and insurable fee simple
title to, or valid leasehold interests in, or easements or other limited
property interests in, all its real properties (including all Mortgaged
Properties) and has good and marketable title to its personal property and
assets, in each case, except for defects in title that do not interfere with its
ability to conduct its business as currently conducted or to utilize such
properties and assets for their intended purposes and except where the failure
to have such title could not reasonably be expected to have, individually or in
the aggregate, a Material Adverse Effect. All such properties and assets are
free and clear of Liens, other than Liens expressly permitted by Section 6.02.

          (b) The Borrower and each Subsidiary has complied with all obligations
under all leases to which it is a party, except where the failure to comply
would not have Material Adverse Effect, and all such leases are in full force
and effect, except leases in respect of which the failure to be in full force
and effect could not reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect. Except as set forth on Schedule 3.07(b),
the Borrower and each Subsidiary enjoys peaceful and undisturbed possession
under all such leases, other than leases in respect of which the failure to
enjoy peaceful and undisturbed possession could not reasonably be expected to
have, individually or in the aggregate, a Material Adverse Effect.

          (c) As of the Closing Date, none of the Borrower or any Subsidiary has
received any notice of any pending or contemplated condemnation proceeding
affecting any of the Mortgaged Properties or any sale or disposition thereof in
lieu of condemnation that remains unresolved.

          (d) None of the Borrower or any Subsidiary is obligated on the Closing
Date under any right of first refusal, option or other contractual right to
sell, assign or otherwise dispose of any Mortgaged Property or any interest
therein, except as permitted under Section 6.02 or 6.05.


                                      -58-

<PAGE>

          SECTION 3.08. Subsidiaries.

          (a) Schedule 3.08(a) sets forth as of the Closing Date the name and
jurisdiction of incorporation, formation or organization of each subsidiary of
the Borrower and, as to each such subsidiary, the percentage of each class of
Equity Interests owned by the Borrower or by any such subsidiary.

          (b) As of the Closing Date, there are no outstanding subscriptions,
options, warrants, calls, rights or other agreements or commitments (other than
stock options granted to employees or directors and directors' qualifying
shares) of any nature relating to any Equity Interests of any Subsidiary.

          SECTION 3.09. Litigation; Compliance with Laws.

          (a) Except as set forth on Schedule 3.09, there are no actions, suits,
investigations or proceedings at law or in equity or by or on behalf of any
Governmental Authority or in arbitration now pending, or, to the knowledge of
the Borrower, threatened in writing against or affecting the Borrower or any
Subsidiary or any business, property or rights of any such person (i) that
involve any Loan Document or the Transactions or (ii) would reasonably be
expected to have, individually or in the aggregate, a Material Adverse Effect.

          (b) None of the Borrower or any Subsidiary or any of their respective
properties or assets is in violation of (nor will the continued operation of
their material properties and assets as currently conducted violate) any law,
rule or regulation (including any zoning, building, ordinance, code or approval
or any building permit, but excluding any Environmental Laws, which are subject
to Section 3.16) or any restriction of record or agreement affecting any
Mortgaged Property, or is in default with respect to any judgment, writ,
injunction or decree of any Governmental Authority, where such violation or
default could reasonably be expected to have, individually or in the aggregate,
a Material Adverse Effect.

          SECTION 3.10. Federal Reserve Regulations.

          (a) None of the Borrower and/or any Subsidiary is engaged principally,
or as one of its important activities, in the business of extending credit for
the purpose of purchasing or carrying Margin Stock.

          (b) No part of the proceeds of any Loan will be used, whether directly
or indirectly, and whether immediately, incidentally or ultimately, (i) to
purchase or carry Margin Stock or to extend credit to others for the purpose of
purchasing or carrying Margin Stock or to refund indebtedness originally
incurred for such purpose, or (ii) for any purpose that entails a violation of,
or that is inconsistent with, the provisions of the Regulations of the Board,
including Regulation U or Regulation X.

          SECTION 3.11. Investment Company Act. None of the Borrower or any
Subsidiary is an "investment company" as defined in, or subject to regulation
under, the Investment Company Act of 1940, as amended.

          SECTION 3.12. Use of Proceeds. The Borrower will use the proceeds of
the Revolving Facility Loans and Swingline Loans, and may request the issuance
of Letters of Credit, solely for general corporate purposes. The Borrower will
use the proceeds of the Term Loans and up to $7.5 million of the Revolving
Facility Loans to consummate the Acquisitions and the other Transactions.


                                      -59-

<PAGE>

          SECTION 3.13. Tax Returns.

          (a) The Borrower and each Subsidiary has filed or caused to be filed
all federal, state, local and non-U.S. Tax returns required to have been filed
by it on or before the date hereof that are material to such companies, taken as
a whole, and each such Tax return is true and correct in all material respects;

          (b) The Borrower and each Subsidiary has timely paid or caused to be
timely paid all Taxes and assessments due and payable by it whether or not shown
on the returns referred to in clause (a) and has made adequate provision (in
accordance with GAAP) for the payment of all Taxes not yet due and payable with
respect to all periods or portions thereof ending on or before the Closing Date
(except Taxes or assessments that are being contested in good faith by
appropriate proceedings in accordance with Section 5.03 and for which the
Borrower or such Subsidiary (as the case may be) has set aside on its books
adequate reserves in accordance with GAAP), which Taxes, if not paid, could
reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect; and

          (c) Other than as could not be reasonably expected to have,
individually or in the aggregate, a Material Adverse Effect as of the Closing
Date, with respect to the Borrower and each Subsidiary, there are no claims
being asserted in writing with respect to any Taxes.

          (d) None of the Borrower or its Subsidiaries has been a party to any
understanding or arrangement constituting a "tax shelter" within the meaning of
Section 6662(d)(2)(C)(ii) of the Code or within the meaning of Section 6111(c)
or Section 6111(d) of the Code as in effect immediately prior to the enactment
of the American Jobs Creation of 2004 with respect to a taxable year for which
the statute of limitations is not closed, or has "participated" in a "reportable
transaction" within the meaning of Treasury Regulation Section 1.6011-4 that has
not been properly disclosed pursuant to such regulation, except as could not
reasonably be expected to, individually or in the aggregate, have in a Material
Adverse Effect.

          SECTION 3.14. No Material Misstatements.

          (a) All written information (other than the Projections, estimates and
information of a general economic nature) (the "Information") concerning the
Borrower, the Subsidiaries, the Transactions and any other transactions
contemplated hereby included in the Information Memorandum or otherwise prepared
by or on behalf of the foregoing or their representatives and made available to
any Lenders or the Administrative Agent in connection with the Transactions or
the other transactions contemplated hereby, when taken as a whole, was true and
correct in all material respects as of the date such Information was furnished
to the Lenders and as of the Closing Date and did not contain any untrue
statement of a material fact as of any such date or omit to state a material
fact necessary in order to make the statements contained therein not materially
misleading in light of the circumstances under which such statements were made.

          (b) The Projections and estimates and information of a general
economic nature prepared by or on behalf of the Borrower or any of their
representatives and that have been made available to any Lenders or the
Administrative Agent in connection with the Transactions or the other
transactions contemplated hereby included in the Information Memorandum or
otherwise prepared by or on behalf of the foregoing or their representative (i)
have been prepared in good faith based upon assumptions believed by the Borrower
to be reasonable as of the date thereof (it being understood that actual results
may vary materially from the Projections), as of the date such Projections and
estimates were furnished to the Lenders and as of the Closing Date, and (ii) as
of the Closing Date, have not been modified in any material respect by the
Borrower.


                                      -60-
<PAGE>
          SECTION 3.15. Employee Benefit Plans.

          (a) Except as could not reasonably be expected to have, individually
or in the aggregate, a Material Adverse Effect: (i) the Borrower and each
Subsidiary is in compliance with the applicable provisions of ERISA and the
provisions of the Code relating to Plans and the regulations and published
interpretations thereunder; (ii) no Reportable Event has occurred during the
past five years as to which the Borrower or any Subsidiary or any ERISA
Affiliate was required to file a report with the PBGC, other than reports that
have been filed; (iii) no ERISA Event has occurred or is reasonably expected to
occur; and (iv) none of the Borrower, any Subsidiary or any ERISA Affiliate has
received any written notification that any Multiemployer Plan is in
reorganization or has been terminated within the meaning of Title IV of ERISA,
or has knowledge that any Multiemployer Plan is reasonably expected to be in
reorganization or to be terminated.

          (b) Except where noncompliance would not reasonably be expected to
result in a Material Adverse Effect, each Foreign Plan has been maintained in
substantial compliance with its terms and with the requirements of any and all
applicable laws, statutes, rules, regulations and orders and has been
maintained, where required, in good standing with applicable regulatory
authorities, and neither the Borrower nor any Subsidiary have incurred any
material obligation in connection with the termination of or withdrawal from any
Foreign Plan. Except as would not reasonably be expected to have, individually
or in the aggregate, a Material Adverse Effect, the present value of the accrued
benefit liabilities (whether or not vested) under each Foreign Plan which is
required to be funded, determined as of the end of the most recently ended
fiscal year of the Borrower or Subsidiary (based on the actuarial assumptions
used for purposes of the applicable jurisdiction's financial reporting
requirements), did not exceed the current value of the assets of such Foreign
Plan, and for each Foreign Plan which is not required to be funded, the
obligations of such Foreign Plan are properly accrued.

          SECTION 3.16. Environmental Matters. Except as disclosed on Schedule
3.16 and except as to matters that could not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect: (i) no written
notice, request for information, claim, demand, order or complaint has been
received by the Borrower or any Subsidiary, and there are no judicial,
administrative or other actions, suits or proceedings pending or, to the
Borrower's knowledge, threatened which allege a violation of or liability under
any Environmental Laws, in each case relating to the Borrower or any Subsidiary,
(ii) the Borrower and each Subsidiary has all authorizations and permits
necessary for its operations to comply with all applicable Environmental Laws
and is, and during the term of all applicable statutes of limitation, has been,
in compliance with the terms of such permits and with all other applicable
Environmental Laws, (iii) no Hazardous Material is located at, in, or under any
property currently or, the Borrower's knowledge, formerly owned, operated or
leased by the Borrower or any Subsidiary that could reasonably be expected to
give rise to any liability or obligation of the Borrower or any Subsidiary under
any Environmental Laws, and no Hazardous Material has been generated, owned or
controlled or has been transported to or released at any location by the
Borrower or any Subsidiary in a manner that would reasonably be expected to give
rise to any liability or obligation of the Borrower or any Subsidiary under any
Environmental Laws, and (iv) there are no acquisition agreements in which the
Borrower or any Subsidiary has expressly assumed or undertaken responsibility
for any known or reasonably likely liability or obligation of any other Person
arising under or relating to Environmental Laws which, in any such case, has not
been made available to the Administrative Agent prior to the Closing Date.

          SECTION 3.17. Security Documents.

          (a) The Collateral Agreement is effective to create in favor of the
Administrative Agent (for the benefit of the Secured Parties) a legal, valid and
enforceable Lien on the Collateral described


                                      -61-

<PAGE>
therein and proceeds thereof. In the case of the Pledged Collateral described
in the Collateral Agreement, when certificates or promissory notes, as
applicable, representing such Pledged Collateral are delivered to the
Administrative Agent, and in the case of the other Collateral described in the
Collateral Agreement (other than the Intellectual Property (as defined in the
Collateral Agreement)), when financing statements and other filings attached as
Schedule 6 to the Perfection Certificate are filed in the offices specified on
Schedule 7 of the Perfection Certificate, the Administrative Agent (for the
benefit of the Secured Parties) shall have a fully perfected Lien on, and
security interest in, all right, title and interest of the Loan Parties in such
Collateral and, subject to Section 9-315 of the New York Uniform Commercial
Code, the proceeds thereof, as security for the Obligations to the extent
perfection can be obtained by filing Uniform Commercial Code financing
statements, or possession, in each case prior and superior in right to any other
person (except, in the case of Collateral other than Pledged Collateral, Liens
expressly permitted by Section 6.02).

          (b) When the Collateral Agreement or an intellectual property security
agreement executed in accordance therewith is properly filed in the United
States Patent and Trademark Office or the United States Copyright Office, as
applicable, and, with respect to Collateral in which a security interest cannot
be perfected by such filings, upon the proper filing of the financing statements
referred to in paragraph (a) above, the Administrative Agent (for the benefit of
the Secured Parties) shall have a fully perfected Lien on, and security interest
in, all right, title and interest of the Loan Parties thereunder in the
Intellectual Property, in each case prior and superior in right to any other
person (it being understood that subsequent recordings in the United States
Patent and Trademark Office or the United States Copyright Office, as
applicable, may be necessary to perfect a lien on registered trademarks and
patents, trademark and patent applications and registered copyrights acquired by
the grantors after the Closing Date).

          (c) Each Foreign Pledge Agreement, if any, shall be effective to
create in favor of the Administrative Agent, for the benefit of the Secured
Parties, a legal, valid and enforceable Lien on the Collateral described therein
and proceeds thereof. In the case of the Pledged Collateral described in a
Foreign Pledge Agreement, when certificates representing such Pledged Collateral
are delivered to the Administrative Agent and/or any other requirements
described in such Foreign Pledge Agreement have been complied with, the
Administrative Agent (for the benefit of the Secured Parties) shall have a fully
perfected Lien on, and security interest in, all right, title and interest of
the Loan Parties in such Collateral and the proceeds thereof, as security for
the Obligations, in each case prior and superior in right to any other person.

          (d) The Mortgages executed and delivered on the Closing Date are, and
the Mortgages executed and delivered after the Closing Date pursuant to Section
5.10 shall be, effective to create in favor of the Administrative Agent (for the
benefit of the Secured Parties) a legal, valid and enforceable Lien on all of
the Loan Parties' right, title and interest in and to the Mortgaged Property
thereunder and the proceeds thereof, and when such Mortgages are filed or
recorded in the proper real estate filing or recording offices, the
Administrative Agent (for the benefit of the Secured Parties) shall have a fully
perfected Lien on, and security interest in, all right, title and interest of
the Loan Parties in such Mortgaged Property and, to the extent applicable,
subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof,
in each case prior and superior in right to any other Person, other than with
respect to the rights of a Person pursuant to Liens expressly permitted by
Section 6.02.

          SECTION 3.18. Location of Real Property and Leased Premises.

          (a) Schedule 8 to the Perfection Certificate lists completely and
correctly, as of the Closing Date, all material real property owned by the
Borrower and the Subsidiary Loan Parties and the


                                      -62-

<PAGE>

addresses thereof. As of the Closing Date, the Borrower and the Subsidiary Loan
Parties own in fee all the real property set forth as being owned by them on
such Schedules.

          (b) The Borrower and the Subsidiary Loan Parties have valid leases in
all material real property leased by the Borrower and the Subsidiary Loan
Parties.

          SECTION 3.19. Solvency.

          (a) Immediately after giving effect to the Transactions on the Closing
Date, (i) the fair value of the assets of the Borrower (individually) and the
Borrower and the Subsidiaries on a consolidated basis, at a fair valuation, will
exceed the debts and liabilities, direct, subordinated, contingent or otherwise,
of the Borrower (individually) and the Borrower and the Subsidiaries on a
consolidated basis; (ii) the present fair saleable value of the property of the
Borrower (individually) and the Borrower and the Subsidiaries on a consolidated
basis will be greater than the amount that will be required to pay the probable
liability of the Borrower (individually) and the Borrower and the Subsidiaries
on a consolidated basis, respectively, on their debts and other liabilities,
direct, subordinated, contingent or otherwise, as such debts and other
liabilities become absolute and matured; (iii) the Borrower (individually) and
the Borrower and the Subsidiaries on a consolidated basis will be able to pay
their debts and liabilities, direct, subordinated, contingent or otherwise, as
such debts and liabilities become absolute and matured; and (iv) the Borrower
(individually) and the Borrower and the Subsidiaries on a consolidated basis
will not have unreasonably small capital with which to conduct the businesses in
which they are engaged as such businesses are now conducted and are proposed to
be conducted following the Closing Date.

          (b) The Borrower does not intend to, and does not believe that it or
any of its subsidiaries will, incur debts beyond its ability to pay such debts
as they mature, taking into account the timing and amounts of cash to be
received by it or any such subsidiary and the timing and amounts of cash to be
payable on or in respect of its Indebtedness or the Indebtedness of any such
subsidiary.

          SECTION 3.20. Labor Matters. Except as, individually or in the
aggregate, would not reasonably be expected to have a Material Adverse Effect:
(a) there are no strikes or other labor disputes pending or threatened against
the Borrower or any Subsidiary; (b) the hours worked and payments made to
employees of the Borrower and each Subsidiary have not been in violation of the
Fair Labor Standards Act or any other applicable law dealing with such matters;
and (c) all payments due from the Borrower and each Subsidiary or for which any
claim may be made against the Borrower or any Subsidiary, on account of wages
and employee health and welfare insurance and other benefits have been paid or
accrued as a liability on the books of the Borrower or such Subsidiary to the
extent required by GAAP. Except (i) as, individually or in the aggregate, would
not reasonably be expected to have a Material Adverse Effect or (ii) as set
forth on Schedule 3.20, the consummation of the Transactions will not give rise
to a right of termination or right of renegotiation on the part of any union
under any material collective bargaining agreement to which the Borrower or any
Subsidiary (or any predecessor of the Borrower or any Subsidiary) is a party or
by which the Borrower or any Subsidiary (or any predecessor of the Borrower or
any Subsidiary) is bound.

          SECTION 3.21. Insurance. Schedule 3.21 sets forth a true, complete and
correct description of all material insurance maintained by or on behalf of the
Borrower or any Subsidiary as of the Closing Date. As of such date, such
insurance is in full force and effect. The Borrower believes that the insurance
maintained by or on behalf of the Borrower and the Subsidiaries is adequate.


                                      -63-

<PAGE>

          SECTION 3.22. Anti-Terrorism Law.

          (a) No Loan Party and, to the knowledge of the Loan Parties, none of
its Affiliates is in violation of any Requirement of Law relating to terrorism
or money laundering ("Anti-Terrorism Laws"), including Executive Order No. 13224
on Terrorist Financing, effective September 24, 2001 (the "Executive Order"),
and the Uniting and Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56.

          (b) To the knowledge of the Loan Parties, no Loan Party and no
Affiliate or broker or other agent of any Loan Party acting or benefiting in any
capacity in connection with the Loans is any of the following:

          (i) a person that is listed in the annex to, or is otherwise subject
     to the provisions of, the Executive Order;

          (ii) a person owned or controlled by, or acting for or on behalf of,
     any person that is listed in the annex to, or is otherwise subject to the
     provisions of, the Executive Order;

          (iii) a person with which any Lender is prohibited from dealing or
     otherwise engaging in any transaction by any Anti-Terrorism Law;

          (iv) a person that commits, threatens or conspires to commit or
     supports "terrorism" as defined in the Executive Order; or

          (v) a person that is named as a "specially designated national and
     blocked person" on the most current list published by the U.S. Treasury
     Department Office of Foreign Assets Control ("OFAC") at its official
     website or any replacement website or other replacement official
     publication of such list.

          (c) To the knowledge of the Loan Parties, no Loan Party, no Subsidiary
of the Borrower and no broker or other agent of any Loan Party acting in any
capacity in connection with the Loans (i) conducts any business or engages in
making or receiving any contribution of funds, goods or services to or for the
benefit of any person described in paragraph (b) above, (ii) deals in, or
otherwise engages in any transaction relating to, any property or interests in
property blocked pursuant to the Executive Order, or (iii) engages in or
conspires to engage in any transaction that evades or avoids, or has the purpose
of evading or avoiding, or attempts to violate, any of the prohibitions set
forth in any Anti-Terrorism Law.


                                      -64-

<PAGE>

          SECTION 3.23. Acquisition Agreement; Representations and Warranties in
Acquisition Agreement. Schedule 3.23 lists (i) each exhibit, schedule, annex or
other attachment to the Acquisition Agreement and (ii) each agreement,
certificate, instrument, letter or other document contemplated by the
Acquisition Agreement or any item referred to in clause (i) to be entered into,
executed or delivered or to become effective in connection with the Acquisition
or otherwise entered into, executed or delivered in connection with the
Acquisition. The Lenders have been furnished true and correct copies of each
Acquisition Document to the extent executed and delivered on or prior to the
Closing Date. All representations and warranties of each Loan Party set forth in
the Acquisition Agreement were true and correct in all material respects as of
the time such representations and warranties were made and shall be true and
correct in all material respects as of the Closing Date as if such
representations and warranties were made on and as of such date, unless stated
to relate to a specific earlier date, in which case such representations and
warranties shall be true and correct in all material respects as of such earlier
date.

          SECTION 3.24. Intellectual Property.

          (a) Each Loan Party owns, or is licensed to use, all patents, patent
applications, trademarks, trade names, service marks, copyrights, technology,
trade secrets, proprietary information, domain names, know-how and processes
necessary for the conduct of its business as currently conducted (the
"Intellectual Property"), except for those the failure to own or license which,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect and except that the Loan Parties may dispose of United
States Patents Nos. 6,480,304, 6,496,206, 6,009,442 and 6,262,732. Except as set
forth in Schedule 3.24(a), to each Loan Party's knowledge, no claim has been
asserted and is pending by any person challenging the use of any such
Intellectual Property by such Loan Party or the validity or effectiveness of any
such Intellectual Property owned by such Loan Party, nor does any Loan Party
know of any valid basis for such claim. To each Loan Party's knowledge, the use
of such Intellectual Property by such Loan Party does not infringe the
intellectual property rights of any Person, except for such claims and
infringements that, individually or in the aggregate, would not reasonably be
expected to result in a Material Adverse Effect.

          (b) Set forth on Schedule 3.24(b) are all issued patents, trademark
registrations, copyright registrations, and all applications for any of the
foregoing in the United States owned by the Loan Parties. Except pursuant to
licenses and other user agreements entered into by each Loan Party in the
ordinary course of business, on and as of the date hereof (i) to the knowledge
of each Loan Party, each Loan Party owns and possesses the right to use, and has
done nothing to authorize or enable any other person to use, any copyright,
patent or trademark (as such terms are defined in the Collateral Agreement)
listed on Schedule 3.24(b) and (ii) to the knowledge of the Loan Party, all
registrations listed on Schedule 3.24(b) are valid and in full force and effect.

          (c) To each Loan Party's knowledge, on and as of the date hereof,
there is no material infringement by others of any right of such Loan Party with
respect to any copyright, patent or trademark owned by any of the Loan Parties
and listed on Schedule 3.24(b), pledged by it under the name of such Loan Party
except as may be set forth on Schedule 3.25(c).

          SECTION 3.25. Agreements. No Loan Party is a party to any agreement or
instrument or subject to any corporate or other constitutional restriction that
has resulted or could reasonably be expected to result in a Material Adverse
Effect. No Loan Party is in default in any manner under any provision of any
indenture or other agreement or instrument evidencing Indebtedness, or any other
agreement or instrument to which it is a party or by which it or any of its
property is or may be bound, where such default could reasonably be expected to
result in a Material Adverse Effect, and no condition exists which, with the
giving of notice or the lapse of time or both, would constitute such a default.
Schedule 3.25 accurately and completely lists all material agreements to which
any Loan Party is


                                      -65-

<PAGE>

a party which are in effect on the date hereof in connection with the operation
of the business conducted thereby and Borrower has delivered to the
Administrative Agent complete and correct copies of all such material
agreements, including any amendments, supplements or modifications with respect
thereto, and all such agreements are in full force and effect.

                                   ARTICLE IV

                              CONDITIONS OF LENDING

          The obligations of (a) the Lenders (including the Swingline Lender) to
make Loans and (b) any Issuing Bank to issue Letters of Credit or increase the
stated amounts of Letters of Credit hereunder (each, a "Credit Event") are
subject to the satisfaction of the following conditions:

          SECTION 4.01. All Credit Events. On the date of each Borrowing and on
the date of each issuance, amendment, extension or renewal of a Letter of
Credit:

          (a) The Administrative Agent shall have received, in the case of a
     Borrowing, a Borrowing Request as required by Section 2.03 (or a Borrowing
     Request shall have been deemed given in accordance with the last paragraph
     of Section 2.03) or, in the case of the issuance of a Letter of Credit, the
     applicable Issuing Bank and the Administrative Agent shall have received a
     notice requesting the issuance of such Letter of Credit as required by
     Section 2.05(b).

          (b) The representations and warranties set forth in Article III (other
     than, if the date of such Borrowing or issuance, amendment, extension or
     renewal of a Letter of Credit is the Closing Date, in Section 3.06) shall
     be true and correct in all material respects as of such date (other than an
     amendment, extension or renewal of a Letter of Credit without any increase
     in the stated amount of such Letter of Credit), as applicable, with the
     same effect as though made on and as of such date, except to the extent
     such representations and warranties expressly relate to an earlier date (in
     which case such representations and warranties shall have been true and
     correct in all material respects as of such earlier date); provided that
     any representation or warranty that is being made on the Closing Date (but
     not at any time thereafter) and relates to the consents and approvals
     needed to consummate the Acquisition or the historical business and
     operations of Dictaphone, satisfaction of such representation or warranty
     shall be governed by satisfaction of the representation or warranty
     relating to such matters in the Acquisition Agreement (without giving
     effect to any waiver, amendment or other modification to the Acquisition
     Agreement in a manner adverse to the Lenders in any respect effected
     without the consent of the Administrative Agent); provided further that the
     provisions of this Section 4.01(b) shall not apply to any representation or
     warranty that is being made on the Closing Date (but not any time
     thereafter) that relates to the historical business and operations of the
     Borrower and its Subsidiaries (other than Dictaphone and the Subsidiaries
     that were subsidiaries of Dictaphone prior to the Closing Date).

          (c) At the time of and immediately after such Borrowing or issuance,
     amendment, extension or renewal of a Letter of Credit (other than an
     amendment, extension or renewal of a Letter of Credit without any increase
     in the stated amount of such Letter of Credit), as applicable, no Event of
     Default or Default shall have occurred and be continuing; provided that
     with respect to any Default or Event of Default resulting from the breach
     of any representation or warranty that is being made on the Closing Date
     (but not at any time thereafter) and relates to the consents and approvals
     needed to consummate the Acquisition or the historical business and
     operations of the Borrower or any Subsidiary, satisfaction of such
     representation or warranty shall be governed


                                      -66-

<PAGE>

     by satisfaction of the representation or warranty relating to such matters
     in the Acquisition Agreement.

          Each Borrowing and each issuance, amendment, extension or renewal of a
Letter of Credit shall be deemed to constitute a representation and warranty by
the Borrower on the date of such Borrowing, issuance, amendment, extension or
renewal, as applicable, as to the matters specified in paragraphs (b) and (c) of
this Section 4.01.

          SECTION 4.02. First Credit Event. On the Closing Date:

          (a) The Administrative Agent (or its counsel) shall have received from
     each party hereto either (i) a counterpart of this Agreement signed on
     behalf of such party or (ii) written evidence satisfactory to the
     Administrative Agent (which may include telecopy transmission of a signed
     signature page of this Agreement) that such party has signed a counterpart
     of this Agreement.

          (b) The Administrative Agent shall have received, on behalf of itself,
     the Lenders and each Issuing Bank on the Closing Date, a favorable written
     opinion of (i) Latham & Watkins LLP, special counsel for the Borrower and
     the Subsidiary Loan Parties, in form and substance reasonably satisfactory
     to the Administrative Agent and (ii) local counsel to the Subsidiary Loan
     Parties reasonably satisfactory to the Administrative Agent as specified on
     Schedule 4.02(b), in each case (A) dated the Closing Date, (B) addressed to
     each Issuing Bank on the Closing Date, the Administrative Agent and the
     Lenders and (C) in form and substance reasonably satisfactory to the
     Administrative Agent and covering such other matters relating to the Loan
     Documents and the Transactions as the Administrative Agent shall reasonably
     request, and the Borrower hereby instructs its counsel to deliver such
     opinions.

          (c) The Administrative Agent shall have received in the case of each
     Loan Party each of the items referred to in clauses (i), (ii), (iii) and
     (iv) below:

               (i) a copy of the certificate or articles of incorporation,
          certificate of limited partnership or certificate of formation,
          including all amendments thereto, of each Loan Party, (A) in the case
          of a corporation, certified as of a recent date by the Secretary of
          State (or other similar official) of the jurisdiction of its
          organization, and a certificate as to the good standing (to the extent
          such concept or a similar concept exists under the laws of such
          jurisdiction) of each such Loan Party as of a recent date from such
          Secretary of State (or other similar official) or (B) in the case of a
          limited partnership or limited liability company, certified by the
          secretary or assistant secretary of each such Loan Party;

               (ii) a certificate of the secretary or assistant secretary or
          similar officer of each Loan Party dated the Closing Date and
          certifying

                    (A) that attached thereto is a true and complete copy of the
               by-laws (or limited partnership agreement, limited liability
               company agreement or other equivalent governing documents) of
               such Loan Party as in effect on the Closing Date and at all times
               since a date prior to the date of the resolutions described in
               clause (B) below,

                    (B) that attached thereto is a true and complete copy of
               resolutions duly adopted by the board of directors (or equivalent
               governing body) of such Loan Party (or its managing general
               partner or managing member) authorizing


                                      -67-

<PAGE>

               the execution, delivery and performance of the Loan Documents to
               which such person is a party and, in the case of the Borrower,
               the borrowings hereunder, and that such resolutions have not been
               modified, rescinded or amended and are in full force and effect
               on the Closing Date,

                    (C) that the certificate or articles of incorporation,
               certificate of limited partnership or certificate of formation of
               such Loan Party has not been amended since the date of the last
               amendment thereto disclosed pursuant to clause (i) above,

                    (D) as to the incumbency and specimen signature of each
               officer executing any Loan Document or any other document
               delivered in connection herewith on behalf of such Loan Party and

                    (E) as to the absence of any pending proceeding for the
               dissolution or liquidation of such Loan Party or, to the
               knowledge of such person, threatening the existence of such Loan
               Party;

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

               (iv) such other documents as the Administrative Agent, the
          Lenders and any Issuing Bank on the Closing Date may reasonably
          request (including without limitation, tax identification numbers and
          addresses).

          (d) The Collateral and Guarantee Requirement shall have been satisfied
     and the Administrative Agent shall have received a completed Perfection
     Certificate dated the Closing Date and signed by a Responsible Officer of
     the Borrower, together with all attachments contemplated thereby, and the
     results of a search of the Uniform Commercial Code, tax and judgment lien
     filings made with respect to the Loan Parties in the jurisdictions
     contemplated by the Perfection Certificate and copies of the financing
     statements (or similar documents) disclosed by such search and evidence
     reasonably satisfactory to the Administrative Agent that the Liens
     indicated by such financing statements (or similar documents) are permitted
     by Section 6.02 or have been released and, with respect to all Uniform
     Commercial Code financing statements required to be filed pursuant to the
     Loan Documents, the Administrative Agent shall have received evidence
     satisfactory to it that the Borrower has retained, at its sole cost and
     expense, a service provider acceptable to the Administrative Agent for the
     tracking of all such financing statements and notification to the
     Administrative Agent, of, among other things, the upcoming lapse or
     expiration thereof.

          (e) The Acquisition shall have been consummated or shall be
     consummated simultaneously with or immediately following the closing under
     this Agreement in accordance with the terms and conditions of the
     Acquisition as set forth in the Acquisition Agreement, without material
     amendment, modification or waiver thereof which is materially adverse to
     the Lenders without the prior written consent of the Joint Lead Arrangers.

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


                                      -68-

<PAGE>

          (g) The Lenders shall have received a solvency certificate
     substantially in the form of Exhibit E and signed by the Chief Financial
     Officer of the Borrower confirming the solvency of the Borrower and its
     Subsidiaries on a consolidated basis, after giving effect to the
     Transactions on the Closing Date.

          (h) The Agents shall have received all fees payable thereto or to any
     Lender on or prior to the Closing Date and, to the extent invoiced, all
     other amounts due and payable pursuant to the Loan Documents on or prior to
     the Closing Date, including, to the extent invoiced, reimbursement or
     payment of all reasonable out-of-pocket expenses (including reasonable
     fees, charges and disbursements of Cahill Gordon & Reindel LLP and U.S.
     local counsel) required to be reimbursed or paid by the Loan Parties
     hereunder or under any Loan Document.

          (i) The ratio of (i) pro forma consolidated Indebtedness of the
     Borrower and the Subsidiaries as of the Closing Date (after giving effect
     to the Transactions but excluding any Revolving Facility Borrowings on the
     Closing Date), to (ii) pro forma consolidated EBITDA of the Borrower and
     the Subsidiaries for the four-fiscal quarter period ended December 31,
     2005, calculated in accordance with Schedule 1.01(a) shall not be greater
     than 4.0 to 1.0.

          (j) The Agents shall have received, at least five Business Days prior
     to the Closing Date, all documentation and other information required by
     bank regulatory authorities under applicable "know your customer" and
     anti-money laundering rules and regulations, including without limitation
     the Act (as defined in Section 9.19).

          (k) The Administrative Agent shall have received a certificate, dated
     the Closing Date and signed by a Responsible Officer of the Borrower,
     confirming compliance with the conditions precedent set forth in this
     Section 4.02(i) and Section 4.01(b) and (c).

Each Agent and each Lender, by delivering its signature page to this Agreement
and funding a Loan on the Closing Date shall be deemed to have acknowledged
receipt of and consented to and approved each Loan Document and each other
document required to be approved by any Agent or Lender, as applicable, on the
Closing Date.

                                    ARTICLE V

                              AFFIRMATIVE COVENANTS

          The Borrower covenants and agrees with each Lender that so long as
this Agreement shall remain in effect and until the Commitments have been
terminated and the principal of and interest on each Loan, all Fees and all
other expenses or amounts payable under any Loan Document shall have been paid
in full and all Letters of Credit have been canceled or have expired and all
amounts drawn thereunder have been reimbursed in full, unless the Required
Lenders shall otherwise consent in writing, the Borrower will cause each of the
Subsidiaries to:

          SECTION 5.01. Existence; Businesses and Properties.

          (a) Do or cause to be done all things necessary to preserve, renew and
keep in full force and effect its legal existence, except, in the case of a
Subsidiary, (i) where the failure to do so would not reasonably be expected to
have a material adverse effect on the business, property, operations or
condition of the Borrower and the Subsidiaries, taken as a whole, or the
validity or enforceability of any of the Loan Documents or the rights and
remedies of the Administrative Agent and the Lenders thereunder, (ii) as
otherwise expressly permitted under Section 6.05, or (iii) the liquidation or
dissolution of Subsidiaries


                                      -69-

<PAGE>

if the assets of such Subsidiaries to the extent they exceed estimated
liabilities are acquired by the Borrower or a Wholly Owned Subsidiary of the
Borrower in such liquidation or dissolution; provided that Subsidiary Loan
Parties may not be merged into Subsidiaries that are not Loan Parties and
Domestic Subsidiaries may not be merged into Foreign Subsidiaries.

          (b) Except where the failure to do so would not reasonably be expected
to have, individually or in the aggregate, a Material Adverse Effect, to use
commercially reasonable efforts to (i) lawfully obtain, preserve, renew, extend
and keep in full force and effect the permits, franchises, authorizations,
patents, trademarks, service marks, trade names, copyrights, licenses and rights
with respect thereto necessary to the normal conduct of its business, and (ii)
at all times maintain and preserve all property necessary to the normal conduct
of its business and keep such property in good repair, working order and
condition and from time to time make, or cause to be made, all needful and
proper repairs, renewals, additions, improvements and replacements thereto
necessary in order that the business carried on in connection therewith, if any,
may be properly conducted at all times (in each case except as expressly
permitted by the Loan Documents).

          SECTION 5.02. Insurance.

          (a) Maintain, with financially sound and reputable insurance
companies, insurance in such amounts and against such risks as are customarily
maintained by similarly situated companies engaged in the same or similar
businesses operating in the same or similar locations and cause the
Administrative Agent to be listed as a co-loss payee on property and casualty
policies and as an additional insured on liability policies.

          (b) If at any time the area in which the Premises (as defined in the
Mortgages) are located is designated a "flood hazard area" in any Flood
Insurance Rate Map published by the Federal Emergency Management Agency (or any
successor agency), obtain flood insurance in such total amount as the
Administrative Agent may from time to time reasonably require, and otherwise
comply with the National Flood Insurance Program as set forth in the Flood
Disaster Protection Act of 1973, as it may be amended from time to time.

          (c) All such insurance shall provide that no cancellation, material
reduction in amount or material change in coverage thereof shall be effective
until at least 30 days after receipt by the Administrative Agent of written
notice thereof.

          (d) Deliver to the Administrative Agent and the Lenders a report of a
reputable insurance broker with respect to such insurance and such supplemental
reports with respect thereto as the Administrative Agent may from time to time
reasonably request.

          (e) No Loan Party that is an owner of Mortgaged Property shall take
any action that is reasonably likely to be the basis for termination, revocation
or denial of any insurance coverage required to be maintained under such Loan
Party's respective Mortgage or that could be the basis for a defense to any
claim under any insurance policy maintained in respect of the premises.

          SECTION 5.03. Taxes. Pay and discharge promptly when due all material
Taxes imposed upon it or upon its income or profits or in respect of its
property before the same shall become delinquent or in default, as well as all
lawful claims which, if unpaid, might give rise to a Lien upon such properties
or any part thereof; provided, however, that such payment and discharge shall
not be required with respect to any such Tax or claim so long as such Tax or
claim is being contested in good faith by appropriate proceedings, and the
Borrower or the affected Subsidiary, as the case may be, shall have set aside on
its books reserves in accordance with GAAP with respect thereto.


                                      -70-

<PAGE>

          SECTION 5.04. Financial Statements, Reports, etc. Furnish to the
Administrative Agent (which will promptly furnish such information to the
Lenders):

          (a) within 90 days after the end of each fiscal year of the Borrower
     (or such earlier date on which the Borrower is required to file a Form 10-K
     under the Exchange Act), a consolidated balance sheet and related
     statements of operations, cash flows and owners' equity showing the
     financial position of the Borrower and the Subsidiaries as of the close of
     such fiscal year and the consolidated results of their operations during
     such year and setting forth in comparative form the corresponding figures
     for the prior fiscal year, which consolidated balance sheet and related
     statements of operations, cash flows and owners' equity shall be audited by
     independent public accountants of recognized national standing and
     accompanied by an opinion of such accountants (which shall not be qualified
     in any material respect) to the effect that such consolidated financial
     statements fairly present, in all material respects, the financial position
     and results of operations of the Borrower and its Subsidiaries on a
     consolidated basis in accordance with GAAP (it being understand that the
     information required by clause (a) may be furnished in the form of a Form
     10-K);

          (b) within 45 days after the end of each of the first three fiscal
     quarters of each fiscal year, (or such earlier date on which the Borrower
     is required to file a Form 10-Q under the Exchange Act), a consolidated
     balance sheet and related statements of operations and cash flows showing
     the financial position of the Borrower and its Subsidiaries as of the close
     of such fiscal quarter and the consolidated results of its operations
     during such fiscal quarter and the then-elapsed portion of the fiscal year
     and setting forth in comparative form the corresponding figures for the
     corresponding periods of the prior fiscal year, all of which shall be in
     reasonable detail and which consolidated balance sheet and related
     statements of operations and cash flows shall be certified by a Financial
     Officer of the Borrower on behalf of the Borrower as fairly presenting, in
     all material respects, the financial position and results of operations of
     the Borrower and the Subsidiaries on a consolidated basis in accordance
     with GAAP (subject to normal year-end audit adjustments and the absence of
     footnotes) (it being understood that the information required by this
     clause (b) may be furnished in the form of a 10-Q);

          (c) concurrently with any delivery of financial statements under
     paragraph (a) or (b) above, a certificate of a Financial Officer of the
     Borrower (i) certifying that no Event of Default or Default has occurred
     or, if such an Event of Default or Default has occurred, specifying the
     nature and extent thereof and any corrective action taken or proposed to be
     taken with respect thereto and (ii) commencing with the fiscal quarter
     ending September 30, 2006, setting forth computations in reasonable detail
     satisfactory to the Administrative Agent demonstrating compliance with the
     Financial Performance Covenants;

          (d) promptly after the same become publicly available, copies of all
     periodic and other publicly available reports, proxy statements and, to the
     extent requested by the Administrative Agent, other materials filed by the
     Borrower or any Subsidiary with the SEC, or after an initial public
     offering, distributed to its stockholders generally, as applicable;

          (e) within 90 days after the beginning of each fiscal year, a detailed
     consolidated quarterly budget for such fiscal year (including a projected
     consolidated balance sheet of the Borrower and the Subsidiaries as of the
     end of the following fiscal year, and the related consolidated statements
     of projected cash flow and projected income) and, as soon as available,
     significant revisions, if any, of such budget and quarterly projections
     with respect to such fiscal year, including a description of underlying
     assumptions with respect thereto (collectively, the "Budget"), which


                                      -71-

<PAGE>

     Budget shall in each case be accompanied by the statement of a Financial
     Officer of the Borrower to the effect that, to the best of his or her
     knowledge, the Budget is a reasonable estimate for the period covered
     thereby;

          (f) upon the reasonable request of the Administrative Agent, an
     updated Perfection Certificate (or, to the extent such request relates to
     specified information contained in the Perfection Certificate, such
     information) reflecting all changes since the date of the information most
     recently received pursuant to this paragraph (f) or Section 5.10(f);

          (g) promptly, a copy of all reports submitted to the board of
     directors (or any committee thereof) of the Borrower or any Subsidiary in
     connection with any material interim or special audit made by independent
     accountants of the books of the Borrower or such Subsidiary (excluding any
     reports which have been identified as confidential);

          (h) promptly following a request therefor, all documentation and other
     information that the Administrative Agent reasonably requests on its own
     behalf or on behalf of any Lender in order to comply with ongoing
     obligations under applicable "know your customer" and anti-money laundering
     rules and regulations, including the Act; and

          (i) promptly, from time to time, such other information regarding the
     operations, business affairs and financial condition of the Borrower or any
     Subsidiary, or compliance with the terms of any Loan Document, or such
     consolidated financial statements, as in each case the Administrative Agent
     may reasonably request on its own behalf or on behalf of any Lender.

          SECTION 5.05. Litigation and Other Notices. Furnish to the
Administrative Agent written notice of the following promptly after any
Responsible Officer of the Borrower obtains actual knowledge thereof:

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

          (b) the filing or commencement of, or any written threat or notice of
     intention of any person to file or commence, any action, suit or
     proceeding, whether at law or in equity or by or before any Governmental
     Authority or in arbitration, against the Borrower or any Subsidiary as to
     which an adverse determination is reasonably probable and which, if
     adversely determined, could reasonably be expected to have a Material
     Adverse Effect;

          (c) any other development specific to the Borrower or any Subsidiary
     that is not a matter of general public knowledge and that has had, or could
     reasonably be expected to have, a Material Adverse Effect; and

          (d) the occurrence of any ERISA Event (or termination of, withdrawal
     from, or noncompliance with applicable law or plan terms with respect to,
     Foreign Plans) that, together with all other ERISA Events (and any such
     termination, withdrawal or noncompliance with respect to Foreign Plans)
     that have occurred, could reasonably be expected to have a Material Adverse
     Effect.

          SECTION 5.06. Compliance with Laws. Comply with all laws, rules,
regulations and orders of any Governmental Authority applicable to it or its
property, except where the failure to do so, individually or in the aggregate,
could not reasonably be expected to result in a Material Adverse Effect;


                                      -72-

<PAGE>

provided that this Section 5.06 shall not apply to Environmental Laws, which are
the subject of Section 5.09, or to laws related to Taxes, which are the subject
of Section 5.03.

          SECTION 5.07. Maintaining Records; Access to Properties and
Inspections. Maintain all financial records in accordance with GAAP and permit
any persons designated by the Administrative Agent or, upon the occurrence and
during the continuance of an Event of Default, any Lender to visit and inspect
the financial records and the properties of the Borrower or any Subsidiary at
reasonable times, upon reasonable prior notice to the Borrower, and as often as
reasonably requested and to make extracts from and copies of such financial
records, and permit any persons designated by the Administrative Agent or, upon
the occurrence and during the continuance of an Event of Default, any Lender
upon reasonable prior notice to the Borrower to discuss the affairs, finances
and condition of the Borrower or any of the Subsidiaries with the officers
thereof and independent accountants therefor (subject to reasonable requirements
of confidentiality, including requirements imposed by law or by contract).

          SECTION 5.08. Use of Proceeds. Use the proceeds of the Revolving
Facility Loans and the Swingline Loans and request issuance of Letters of Credit
solely for general corporate purposes. On the Closing Date, use the proceeds of
the Term Loans and up to $7.5 million of the Revolving Facility Loans to
consummate the Acquisitions and the other Transactions.

          SECTION 5.09. Compliance with Environmental Laws. Comply, and make
reasonable efforts to cause all lessees and other persons occupying its
properties to comply, with all Environmental Laws applicable to its operations
and properties; and obtain and renew all material authorizations and permits
required pursuant to Environmental Law for its operations and properties, in
each case in accordance with Environmental Laws, except, in each case with
respect to this Section 5.09, to the extent the failure to do so could not
reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect.

          SECTION 5.10. Further Assurances; Mortgages.

          (a) Execute any and all further documents, financing statements,
agreements and instruments, and take all such further actions (including the
filing and recording of financing statements, fixture filings, Mortgages and
other documents and recordings of Liens in stock registries), that may be
required under any applicable law, or that the Administrative Agent may
reasonably request, to cause the Collateral and Guarantee Requirement to be and
remain satisfied, all at the expense of the Loan Parties and provide to the
Administrative Agent, from time to time upon reasonable request, evidence
reasonably satisfactory to the Administrative Agent as to the perfection and
priority of the Liens created or intended to be created by the Security
Documents.

          (b) If any asset (including any real property (other than real
property covered by paragraph (c) below) or improvements thereto or any interest
therein) has an individual fair market value in an amount greater than $2.5
million is acquired by the Borrower or any other Loan Party after the Closing
Date or owned by an entity at the time it becomes a Subsidiary Loan Party (in
each case other than assets constituting Collateral under a Security Document
that automatically become subject to the Lien of such Security Document upon
acquisition thereof by operation of such Security Document), promptly (and in
any event within 60 days (or such later date as the Administrative Agent (acting
reasonably) may consent to)) cause such asset to be subjected to a Lien securing
the Obligations and take, and cause the Subsidiary Loan Parties to take, such
actions as shall be necessary or reasonably requested by the Administrative
Agent to grant and perfect such Liens, including actions described in paragraph
(a) of this Section, all at the expense of the Loan Parties, subject to
paragraph (g) below.


                                      -73-

<PAGE>

          (c) Grant and cause each of the Subsidiary Loan Parties to grant to
the Administrative Agent security interests and mortgages in such real property
of the Borrower or any such Subsidiary Loan Parties, to the extent acquired
after the Closing Date and having a value at the time of acquisition in excess
of $2.5 million pursuant to documentation in such form as is reasonably
satisfactory to the Administrative Agent and constituting valid and enforceable
Liens subject to no other Liens except as are permitted by Section 6.02, at the
time of perfection thereof, record or file, and cause each such Subsidiary to
record or file, the Mortgage or instruments related thereto in such manner and
in such places as is required by law to establish, perfect, preserve and protect
the Liens in favor of the Administrative Agent required to be granted pursuant
to the Mortgages and pay, and cause each such Subsidiary to pay, in full, all
Taxes, fees and other charges payable in connection therewith, in each case
subject to paragraph (g) below. Unless otherwise waived by the Administrative
Agent, with respect to each such Mortgage for real property having a value at
the time of acquisition in excess of 2.5 million, the Borrower shall deliver to
the Administrative Agent contemporaneously therewith a title insurance policy
and a survey or an affidavit of no change in accordance with clause (h) of the
Collateral and Guarantee Requirement, and the legal opinions of local U.S.
counsel in the state where such real property is located, in form and substance
reasonably satisfactory to the Administrative Agent.

          (d) If any additional direct or indirect Subsidiary of the Borrower is
formed or acquired after the Closing Date and if such Subsidiary is a Subsidiary
Loan Party, within five Business Days after the date such Subsidiary is formed
or acquired, notify the Administrative Agent thereof and, within 20 Business
Days after the date such Subsidiary is formed or acquired or such longer period
as the Administrative Agent shall agree, cause the Collateral and Guarantee
Requirement to be satisfied with respect to such Subsidiary and with respect to
any Equity Interest in or Indebtedness of such Subsidiary owned by or on behalf
of any Loan Party.

          (e) If (i) any Foreign Subsidiary of the Borrower that is not an
Insignificant Foreign Subsidiary is formed or acquired after the Closing Date
and if such Subsidiary is a "first tier" Foreign Subsidiary, within five
Business Days after the date such Foreign Subsidiary is formed or acquired,
notify the Administrative Agent thereof and, within 20 Business Days after the
date such Foreign Subsidiary is formed or acquired or such longer period as the
Administrative Agent shall agree, cause the Collateral and Guarantee Requirement
to be satisfied with respect to the Equity Interests in such Foreign Subsidiary
owned by or on behalf of any Loan Party and (ii) any "first tier" Foreign
Subsidiary that is an Insignificant Foreign Subsidiary fails to continue to
qualify as an Insignificant Foreign Subsidiary, within five Business Days after
the date such Insignificant Foreign Subsidiary fails to continue to qualify as
such, notify the Administrative Agent thereof and, within 20 Business Days after
the date such Insignificant Foreign Subsidiary fails to continue to qualify as
an Insignificant Foreign Subsidiary or such longer period as the Administrative
Agent shall agree, cause a Foreign Pledge Agreement to be entered into with
respect to the Equity Interests in such Foreign Subsidiary owned by or on behalf
of any Loan Party.

          (f) (i) Furnish to the Administrative Agent promptly ((and in any
event within 30 Business Days) or such later date as the Administrative Agent
may reasonably agree to) written notice of any change (A) in any Loan Party's
corporate or organization name, (B) in any Loan Party's identity or
organizational structure or (C) in any Loan Party's jurisdiction of organization
and/or organizational identification number; provided that the Borrower shall
not effect or permit any such change unless all filings have been made, or will
have been made within any statutory period, under the Uniform Commercial Code or
otherwise that are required in order for the Administrative Agent to continue at
all times following such change to have a valid, legal and perfected security
interest in all the Collateral for the benefit of the Secured Parties and (ii)
promptly notify the Administrative Agent if any material portion of the
Collateral is damaged or destroyed.


                                      -74-

<PAGE>

          (g) The Collateral and Guarantee Requirement and the other provisions
of this Section 5.10 need not be satisfied with respect to (i) any real property
held by the Borrower or any Subsidiary as a lessee under a lease, (ii) any
Equity Interests acquired after the Closing Date in accordance with the Loan
Documents if, and to the extent that, and for so long as (A) doing so would
violate applicable law or a contractual obligation binding on such Equity
Interests and (B) such law or obligation existed at the time of the acquisition
thereof and was not created or made binding on such Equity Interests in
contemplation of or in connection with the acquisition of such Subsidiary, and
(iii) any assets acquired after the Closing Date, to the extent that, and for so
long as, taking such actions would violate a contractual obligation binding on
such assets that existed at the time of the acquisition thereof and was not
created or made binding on such assets in contemplation or in connection with
the acquisition of such assets (except in the case of assets acquired with
Indebtedness permitted pursuant to Section 6.01(i) that is secured by a Lien
permitted pursuant to Section 6.02(i)); provided that, upon the reasonable
request of the Administrative Agent, the Borrower shall, and shall cause any
applicable Subsidiary to, use commercially reasonable efforts to have waived or
eliminated any contractual obligation of the types described in clauses (ii) and
(iii) above.

          SECTION 5.11. Fiscal Year; Accounting. Cause its fiscal year to end on
September 30.

          SECTION 5.12. Maintenance of Ratings. Use commercially reasonable
efforts to maintain ratings issued by Moody's and S&P with respect to its senior
secured debt.

                                   ARTICLE VI

                               NEGATIVE COVENANTS

          The Borrower covenants and agrees with each Lender that, so long as
this Agreement shall remain in effect and until the Commitments have been
terminated and the principal of and interest on each Loan, all Fees and all
other expenses or amounts payable under any Loan Document have been paid in full
and all Letters of Credit have been canceled or have expired and all amounts
drawn thereunder have been reimbursed in full, unless the Required Lenders shall
otherwise consent in writing, the Borrower will not, and will not permit any of
the Subsidiaries to:

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

          (a) Indebtedness existing on the Closing Date and set forth on
     Schedule 6.01 and any Permitted Refinancing Indebtedness incurred to
     Refinance such Indebtedness (other than intercompany indebtedness
     Refinanced with Indebtedness owed to a person not affiliated with the
     Borrower or any Subsidiary);

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

          (c) Indebtedness of the Borrower or any Subsidiary pursuant to Swap
     Agreements permitted by Section 6.13;

          (d) Indebtedness owed to (including obligations in respect of letters
     of credit or bank guarantees or similar instruments for the benefit of) any
     person providing workers' compensation, health, disability or other
     employee benefits or property, casualty or liability insurance to the
     Borrower or any Subsidiary, pursuant to reimbursement or indemnification
     obligations to such person; provided that upon the incurrence of
     Indebtedness with respect to reimbursement


                                      -75-
<PAGE>

     obligations regarding workers' compensation claims, such obligations are
     reimbursed not later than 30 days following such incurrence;

          (e) Indebtedness of the Borrower to any Subsidiary and of any
     Subsidiary to the Borrower or any other Subsidiary; provided that (i)
     Indebtedness of any Subsidiary that is not a Subsidiary Loan Party to any
     Loan Party shall be subject to Section 6.04(b) and (ii) Indebtedness of the
     Borrower to any Subsidiary and Indebtedness of any other Loan Party to any
     Subsidiary that is not a Subsidiary Loan Party shall be subordinated to the
     Obligations;

          (f) Indebtedness in respect of performance bonds, bid bonds, appeal
     bonds, surety bonds, financial assurances and completion guarantees and
     similar obligations, in each case provided in the ordinary course of
     business, including those incurred to secure health, safety and
     environmental obligations in the ordinary course of business;

          (g) Indebtedness arising from the honoring by a bank or other
     financial institution of a check, draft or similar instrument drawn against
     insufficient funds in the ordinary course of business or other cash
     management services in the ordinary course of business; provided that (x)
     such Indebtedness (other than credit or purchase cards) is extinguished
     within five Business Days of its incurrence and (y) such Indebtedness in
     respect of credit or purchase cards is extinguished within 60 days from its
     incurrence;

          (h) (i) Indebtedness of a Subsidiary acquired after the Closing Date
     or a corporation merged into or consolidated with the Borrower or any
     Subsidiary after the Closing Date and Indebtedness assumed in connection
     with the acquisition of assets, which Indebtedness in each case exists at
     the time of such acquisition, merger or consolidation and is not created in
     contemplation of such event and where such acquisition, merger or
     consolidation is permitted by this Agreement and (ii) any Permitted
     Refinancing Indebtedness incurred to Refinance such Indebtedness; provided
     that the aggregate principal amount of such Indebtedness at the time of,
     and after giving effect to, such acquisition, merger or consolidation, such
     assumption or such incurrence, as applicable (together with Indebtedness
     outstanding pursuant to this paragraph (h) and paragraph (i) of this
     Section 6.01), would not exceed the greater of $50.0 million and 4.25% of
     Consolidated Total Assets as of the end of the fiscal quarter immediately
     prior to the date of such acquisition, merger or consolidation, such
     assumption or such incurrence, as applicable, for which financial
     statements have been delivered pursuant to Section 5.04, determined on a
     Pro Forma Basis;

          (i) Capital Lease Obligations, mortgage financings and purchase money
     Indebtedness incurred by the Borrower or any Subsidiary prior to or within
     270 days after the acquisition, lease or improvement of the applicable
     asset permitted under this Agreement in order to finance such acquisition
     or improvement, and any Permitted Refinancing Indebtedness in respect
     thereof, in an aggregate principal amount that at the time of, and after
     giving effect to, the incurrence thereof (together with Indebtedness
     outstanding pursuant to paragraph (h) of this Section 6.01 and this
     paragraph (i)) would not exceed the greater of $50.0 million and 4.25% of
     Consolidated Total Assets as of the end of the fiscal quarter immediately
     prior to the date of such incurrence for which financial statements have
     been delivered pursuant to Section 5.04, determined on a Pro Forma Basis;

          (j) Capital Lease Obligations incurred by the Borrower or any
     Subsidiary in respect of any Sale and Lease-Back Transaction that is
     permitted under Section 6.03;

          (k) other Indebtedness of the Borrower or any Subsidiary, in an
     aggregate principal amount that at the time of, and after giving effect to,
     the incurrence thereof, would not exceed the


                                      -76-

<PAGE>

     greater of $50.0 million and 4.25% of Consolidated Total Assets as of the
     end of the fiscal quarter immediately prior to the date of such incurrence
     for which financial statements have been delivered pursuant to Section
     5.04;

          (l) Guarantees (i) by any Loan Party of the Indebtedness of the
     Borrower referred to in paragraph (l) or any Permitted Refinancing
     Indebtedness in respect thereof, (ii) by the Borrower or any Subsidiary
     Loan Party of any Indebtedness of the Borrower or any Subsidiary Loan Party
     expressly permitted to be incurred under this Agreement, (iii) by the
     Borrower or any Subsidiary Loan Party of Indebtedness otherwise expressly
     permitted hereunder of any Subsidiary that is not a Subsidiary Loan Party
     to the extent such Guarantees are permitted by Section 6.04(b) and (iv) by
     any Foreign Subsidiary of Indebtedness of another Foreign Subsidiary;
     provided that Guarantees by the Borrower or any Subsidiary Loan Party under
     this Section 6.01(l) of any other Indebtedness of a person that is
     subordinated to other Indebtedness of such person shall be expressly
     subordinated to such other Indebtedness to the same extent;

          (m) Indebtedness arising from agreements of the Borrower or any
     Subsidiary providing for indemnification, adjustment of purchase or
     acquisition price or similar obligations, in each case, incurred or assumed
     in connection with the disposition of any business or assets of the
     Borrower or a Subsidiary, other than Guarantees of Indebtedness incurred by
     any person acquiring all or any portion of such business, assets or a
     Subsidiary for the purpose of financing such acquisition;

          (n) letters of credit or bank guarantees (other than Letters of Credit
     issued pursuant to Section 2.05) having an aggregate face amount not in
     excess of $5.0 million at any time outstanding;

          (o) Indebtedness supported by a Letter of Credit, in a principal
     amount not in excess of the stated amount of such Letter of Credit;
     provided that such Indebtedness is promptly repaid with the proceeds of any
     drawing on such Letter of Credit;

          (p) Indebtedness consisting of (x) the financing of insurance premiums
     or (y) take-or-pay obligations contained in supply arrangements, in each
     case, in the ordinary course of business;

          (q) Indebtedness of Foreign Subsidiaries in an aggregate amount not to
     exceed $25.0 million at any time outstanding;

          (r) unsecured Indebtedness consisting of Permitted Junior Debt and
     Permitted Refinancing Indebtedness in respect thereof;

          (s) all premium (if any), interest (including post-petition interest),
     fees, expenses, charges and additional or contingent interest on
     obligations described in paragraphs (a) through (q) above; and

          (t) Cash Management Obligations and other Indebtedness in respect of
     netting services, overdraft protection and similar arrangements, in each
     case, in connection with cash management and deposit accounts.

          SECTION 6.02. Liens. Create, incur, assume or permit to exist any Lien
on any property or assets (including stock or other securities of any person,
including the Borrower and each Subsidiary) at the time owned by it or on any
income or revenues or rights in respect of any thereof, except:


                                      -77-

<PAGE>

          (a) Liens on property or assets of the Borrower or any Subsidiary
     existing on the Closing Date that are set forth on Schedule 6.02(a) or
     encumber property or assets that have a fair market value that does not
     exceed $2.5 million in the aggregate; provided that such Liens shall secure
     only those obligations that they secure on the Closing Date (and
     extensions, renewals and refinancings of such obligations permitted by
     Section 6.01(a)) and shall not subsequently apply to any other property or
     assets of the Borrower or any Subsidiary;

          (b) any Lien created under the Loan Documents or permitted in respect
     of any Mortgaged Property by the terms of the applicable Mortgage;

          (c) any Lien on any property or asset of the Borrower or any
     Subsidiary securing Indebtedness or Permitted Refinancing Indebtedness
     permitted by Section 6.01(h); provided that such Lien (i) does not apply to
     any other property or assets of the Borrower or any Subsidiary not securing
     such Indebtedness at the date of the acquisition of such property or asset
     (other than after acquired property subjected to a Lien securing such
     Indebtedness or Permitted Refinancing Indebtedness if such Indebtedness or
     Permitted Refinancing Indebtedness requires a pledge of after acquired
     property, it being understood that such requirement shall not be permitted
     to apply to any property to which such requirement would not have applied
     but for such acquisition), (ii) such Lien is not created in contemplation
     of or in connection with such acquisition and (iii) in the case of a Lien
     securing Permitted Refinancing Indebtedness, any such Lien is permitted,
     subject to compliance with clause (e) of the definition of the term
     "Permitted Refinancing Indebtedness";

          (d) Liens for Taxes, assessments or other governmental charges or
     levies not yet delinquent or that are being contested in compliance with
     Section 5.03;

          (e) landlords', carriers', warehousemen's, mechanics', materialmen's,
     repairmen's, construction or other like Liens arising in the ordinary
     course of business and securing obligations that are not overdue by more
     than 30 days or that are being contested in good faith by appropriate
     proceedings and in respect of which, if applicable, the Borrower and the
     Subsidiaries shall have set aside on their books reserves in accordance
     with GAAP;

          (f) (i) pledges and deposits made in the ordinary course of business
     in compliance with the Federal Employers Liability Act or any other
     workers' compensation, unemployment insurance and other social security
     laws or regulations and deposits securing liability to insurance carriers
     under insurance or self-insurance arrangements in respect of such
     obligations and (ii) pledges and deposits securing liability for
     reimbursement or indemnification obligations of (including obligations in
     respect of letters of credit or bank guarantees for the benefit of)
     insurance carriers providing property, casualty or liability insurance to
     the Borrower or any Subsidiary;

          (g) deposits to secure the performance of bids, trade contracts (other
     than for Indebtedness), leases (other than Capital Lease Obligations),
     statutory obligations, surety and appeal bonds, performance and return of
     money bonds, bids, leases, government contracts, trade contracts, and other
     obligations of a like nature (including letters of credit in lieu of any
     such bonds or to support the issuance thereof) incurred in the ordinary
     course of business, including those incurred pursuant to Environmental Law
     in the ordinary course of business;

          (h) zoning restrictions, easements, trackage rights, leases (other
     than Capital Lease Obligations), licenses, special assessments,
     rights-of-way, restrictions on use of real property and other similar
     encumbrances incurred in the ordinary course of business that, in the
     aggregate, do not interfere in any material respect with the ordinary
     conduct of the business of the Borrower or any Subsidiary;


                                      -78-

<PAGE>

          (i) purchase money security interests in equipment or other property
     or improvements thereto hereafter acquired (or, in the case of
     improvements, constructed) by the Borrower or any Subsidiary (including the
     interests of vendors and lessors under conditional sale and title retention
     agreements); provided that (i) such security interests secure Indebtedness
     permitted by Section 6.01(i) (including any Permitted Refinancing
     Indebtedness in respect thereof), (ii) such security interests are
     incurred, and the Indebtedness secured thereby is created, within 270 days
     after such acquisition, (iii) the Indebtedness secured thereby does not
     exceed 100% of the cost of such equipment or other property or improvements
     at the time of such acquisition or construction, including transaction
     costs incurred by the Borrower or any Subsidiary in connection with such
     acquisition and (iv) such security interests do not apply to any other
     property or assets of the Borrower or any Subsidiary (other than to
     accessions to such equipment or other property or improvements but not to
     other parts of the property to which any such improvements are made);
     provided, further, that individual financings of equipment provided by a
     single lender may be cross-collateralized to other financings of equipment
     provided solely by such lender;

          (j) Liens arising out of capitalized lease transactions permitted
     under Section 6.03, so long as such Liens attach only to the property sold
     and being leased in such transaction and any accessions thereto or proceeds
     thereof and related property;

          (k) Liens securing judgments that do not constitute an Event of
     Default under Section 7.01(j); provided that such Liens, to the extent that
     they secure aggregate amounts of more than $15.0 million, shall be
     discharged within 60 days of the creation thereof;

          (l) Liens disclosed by any title insurance policy delivered on or
     subsequent to the Closing Date and pursuant to Section 5.10, which Liens
     (x) are extinguished within 30 days following the delivery of such title
     insurance policy, (y) do not, in the good faith judgment of the Borrower,
     detract materially from the value of the property covered by such title
     insurance policy or (z) are reasonably acceptable to the Administrative
     Agent;

          (m) any interest or title of a lessor under any leases or subleases
     entered into by the Borrower or any Subsidiary in the ordinary course of
     business;

          (n) Liens that are contractual rights of set-off (i) relating to the
     establishment of depository relations with banks not given in connection
     with the issuance or incurrence of Indebtedness, (ii) relating to pooled
     deposit or sweep accounts of the Borrower or any Subsidiary to permit
     satisfaction of overdraft or similar obligations incurred in the ordinary
     course of business of the Borrower or any Subsidiary or (iii) relating to
     purchase orders and other agreements entered into with customers of the
     Borrower or any Subsidiary in the ordinary course of business;

          (o) Liens arising solely by virtue of any statutory or common law
     provision relating to banker's liens, rights of set-off or similar rights;

          (p) Liens securing obligations in respect of trade-related letters of
     credit permitted under Section 6.01(f) or (m) and covering the goods (or
     the documents of title in respect of such goods) financed by such letters
     of credit and the proceeds and products thereof;

          (q) licenses of intellectual property granted in the ordinary course
     of business;

          (r) Liens in favor of customs and revenue authorities arising as a
     matter of law to secure payment of customs duties in connection with the
     importation of goods;


                                      -79-

<PAGE>

          (s) Liens solely on any cash earnest money deposits made by the
     Borrower or any Subsidiary in connection with any letter of intent or
     purchase agreement permitted hereunder;

          (t) Liens with respect to property or assets of any Foreign Subsidiary
     securing Indebtedness of a Foreign Subsidiary incurred under Section
     6.01(r);

          (u) other Liens with respect to property or assets of the Borrower or
     any Subsidiary; provided that such property and assets shall have an
     aggregate fair market value (valued at the time of creation of the Liens)
     of not more than the greater of $50.0 million and 4.25% of Consolidated
     Total Assets as of the end of the fiscal quarter immediately prior to the
     date of such creation for which financial statements have been delivered
     pursuant to Section 5.04 at any time;

          (v) the prior rights of consignees and their lenders under consignment
     arrangements entered into in the ordinary course of business;

          (w) agreements to subordinate any interest of the Borrower or any
     Subsidiary in any accounts receivable or other proceeds arising from
     inventory consigned by the Borrower or any of its Subsidiaries pursuant to
     an agreement entered into in the ordinary course of business;

          (x) Liens arising from precautionary UCC financing statements
     regarding operating leases;

          (y) Liens on equity interests in joint ventures held by the Borrower
     or a Subsidiary securing obligations of such joint venture; and

          (z) Liens on securities that are the subject of repurchase agreements
     constituting Permitted Investments under clause (c) of the definition
     thereof.

          SECTION 6.03. Sale and Lease-Back Transactions. Enter into any
arrangement, directly or indirectly, with any person whereby it shall sell or
transfer any property, real or personal, used or useful in its business, whether
now owned or hereafter acquired, and thereafter rent or lease such property or
other property that it intends to use for substantially the same purpose or
purposes as the property being sold or transferred (a "Sale and Lease-Back
Transaction"); provided that a Sale and Lease-Back Transaction shall be
permitted with respect to property to the extent the Net Proceeds of all such
Sale and Leaseback Transactions do not exceed $10.0 million.

          SECTION 6.04. Investments, Loans and Advances. Purchase, hold or
acquire any Equity Interests, evidences of Indebtedness or other securities of,
make or permit to exist any loans or advances to or Guarantees of the
obligations of, or make or permit to exist any investment or any other interest
in, or the acquisition of all or any substantial part of the assets of (each, an
"Investment"), any other person, except:

          (a) Investments made pursuant to the Transactions;

          (b) (i) Investments by the Borrower or any Subsidiary in the Equity
     Interests of the Borrower or any Subsidiary; (ii) intercompany loans from
     the Borrower or any Subsidiary to the Borrower or any Subsidiary; and (iii)
     Guarantees by the Borrower or any Subsidiary Loan Party of Indebtedness
     otherwise expressly permitted hereunder of the Borrower or any Subsidiary;
     provided that the sum of (A) Investments (valued at the time of the making
     thereof and without giving effect to any write-downs or write-offs thereof)
     after the Closing Date by the Loan Parties pursuant to clause (i) in
     Subsidiaries that are not Subsidiary Loan Parties, plus (B) net
     intercompany


                                      -80-

<PAGE>

     loans after the Closing Date to Subsidiaries that are not Subsidiary Loan
     Parties pursuant to clause (ii), plus (C) Guarantees of Indebtedness after
     the Closing Date of Subsidiaries that are not Subsidiary Loan Parties
     pursuant to clause (iii), shall not exceed an aggregate net amount equal to
     (x) $25.0 million (plus any return of capital (to the extent received by
     Borrower or a Subsidiary Loan Party in cash) in respect of investments made
     pursuant to this paragraph (b)); plus (y) the portion, if any, of the
     Available Investment Basket Amount on the date of such election that the
     Borrower elects to apply to this Section 6.04(b)(y);

          (c) Permitted Investments, or any Investments that were Permitted
     Investments when made;

          (d) Investments arising out of the receipt by the Borrower or any
     Subsidiary of noncash consideration for the sale of assets permitted under
     Section 6.05;

          (e) (i) loans and advances to employees or consultants of the Borrower
     or any Subsidiary in the ordinary course of business not to exceed $2.5
     million in the aggregate at any time outstanding (calculated without regard
     to write-downs or write-offs thereof) and (ii) advances of payroll payments
     and expenses to employees in the ordinary course of business;

          (f) accounts receivable, security deposits and prepayments arising and
     trade credit granted in the ordinary course of business and any assets or
     securities received in satisfaction or partial satisfaction thereof from
     financially troubled account debtors to the extent reasonably necessary in
     order to prevent or limit loss and any prepayments and other credits to
     suppliers made in the ordinary course of business;

          (g) Swap Agreements permitted pursuant to Section 6.13;

          (h) Investments existing on, or contractually committed as of, the
     Closing Date and set forth on Schedule 6.04;

          (i) Investments resulting from pledges and deposits referred to in
     Sections 6.02(f) and (g);

          (j) other Investments by the Borrower or any Subsidiary in an
     aggregate amount (valued at the time of the making thereof, and without
     giving effect to any write-downs or write-offs thereof) not to exceed (i)
     the greater of $50.0 million and 4.25% of Consolidated Total Assets as of
     the end of the fiscal quarter immediately prior to the date of such
     incurrence for which financial statements have been delivered pursuant to
     Section 5.04 (plus any returns of capital actually received by the
     respective investor in respect of investments theretofore made by it
     pursuant to this paragraph (j)) plus (ii) the portion, if any, of the
     Available Investment Basket Amount on the date of such election that the
     Borrower elects to apply to this Section 6.04(j)(ii);

          (k) Investments constituting Permitted Business Acquisitions;

          (l) intercompany loans between Foreign Subsidiaries and Guarantees
     permitted by Section 6.01(l);

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


                                      -81-

<PAGE>

          (n) Investments of a Subsidiary acquired after the Closing Date or of
     a corporation merged into the Borrower or merged into or consolidated with
     a Subsidiary in accordance with Section 6.05 after the Closing Date to the
     extent that such Investments were not made in contemplation of or in
     connection with such acquisition, merger or consolidation and were in
     existence on the date of such acquisition, merger or consolidation;

          (o) acquisitions by the Borrower of obligations of one or more
     officers or other employees of the Borrower or any Subsidiary in connection
     with such officer's or employee's acquisition of Equity Interests of the
     Borrower, so long as no cash or other property is (or will be or is
     committed to be) actually advanced by the Borrower or such Subsidiary to
     any person in connection with the acquisition of any such obligations;

          (p) Guarantees by the Borrower or any Subsidiary of operating leases
     (other than Capital Lease Obligations) or of other obligations that do not
     constitute Indebtedness, in each case entered into by the Borrower or such
     Subsidiary in the ordinary course of business;

          (q) Investments made using Equity Interests of the Borrower; and

          (r) Investments made in any Foreign Subsidiary in the ordinary course
     of business and in a manner reasonably consistent with past practice of the
     Borrower.

          SECTION 6.05. Mergers, Consolidations, Sales of Assets and
Acquisitions. Merge into or consolidate with any other person, or permit any
other person to merge into or consolidate with it, or sell, transfer, lease or
otherwise dispose of (in one transaction or in a series of transactions) all or
any part of its assets (whether now owned or hereafter acquired), or issue,
sell, transfer or otherwise dispose of any Equity Interests of the Borrower or
any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a
series of transactions) all or any substantial part of the assets of any other
person, except that this Section 6.05 shall not prohibit:

          (a) (i) the purchase and sale of inventory in the ordinary course of
     business by the Borrower or any Subsidiary, (ii) the acquisition or lease
     (pursuant to an operating lease) of any other asset in the ordinary course
     of business by the Borrower or any Subsidiary, (iii) the sale of surplus,
     obsolete or worn out equipment or other property in the ordinary course of
     business by the Borrower or any Subsidiary or (iv) the sale of Permitted
     Investments in the ordinary course of business;

          (b) if at the time thereof and immediately after giving effect thereto
     no Event of Default shall have occurred and be continuing, (i) the merger
     of any Subsidiary into the Borrower in a transaction in which the Borrower
     is the survivor, (ii) the merger or consolidation of any Subsidiary into or
     with any Subsidiary Loan Party in a transaction in which the surviving or
     resulting entity is a Subsidiary Loan Party and, in the case of each of
     clauses (i) and (ii), no person other than the Borrower or a Subsidiary
     Loan Party receives any consideration, (iii) the merger or consolidation of
     any Subsidiary that is not a Subsidiary Loan Party into or with any other
     Subsidiary that is not a Subsidiary Loan Party or (iv) the liquidation or
     dissolution or change in form of entity of any Subsidiary (other than the
     Borrower) if the Borrower determines in good faith that such liquidation or
     dissolution is in the best interests of the Borrower and is not materially
     disadvantageous to the Lenders;

          (c) sales, transfers, leases or other dispositions to the Borrower or
     a Subsidiary (upon voluntary liquidation or otherwise); provided that any
     sales, transfers, leases or other dispositions by a Loan Party to a
     Subsidiary that is not a Subsidiary Loan Party shall be made in


                                      -82-

<PAGE>

     compliance with Section 6.07; provided, further, that the aggregate gross
     proceeds of sales, transfers, leases or other dispositions made outside the
     ordinary of business by Loan Parties to Subsidiaries that are not
     Subsidiary Loan Parties in reliance upon this paragraph (c) shall not
     exceed, in any fiscal year of the Borrower, $10.0 million;

          (d) Sale and Lease-Back Transactions permitted by Section 6.03;

          (e) Investments permitted by Section 6.04, Liens permitted by Section
     6.02 and Dividends permitted by Section 6.06;

          (f) the sale of defaulted receivables in the ordinary course of
     business and not as part of an accounts receivables financing transaction;

          (g) sales, transfers, leases or other dispositions of assets not
     otherwise permitted by this Section 6.05; provided that the aggregate gross
     proceeds (including noncash proceeds) of any or all assets sold,
     transferred, leased or otherwise disposed of in reliance upon this
     paragraph (g) shall not exceed, in any fiscal year of the Borrower, the
     greater of $50.0 million and 4.25% of Consolidated Total Assets as of the
     end of the fiscal quarter immediately prior to the date of such incurrence
     for which financial statements are required to be delivered pursuant to
     Section 5.04; provided, further, that the Net Proceeds thereof are applied
     in accordance with Section 2.11(b);

          (h) any merger or consolidation in connection with a Permitted
     Business Acquisition; provided that following any such merger or
     consolidation (i) involving the Borrower, the Borrower is the surviving
     corporation, (ii) involving a Domestic Subsidiary, the surviving or
     resulting entity shall be a Subsidiary Loan Party that is a Wholly Owned
     Subsidiary and (iii) involving a Foreign Subsidiary, the surviving or
     resulting entity shall be a Wholly Owned Subsidiary;

          (i) licensing and cross-licensing arrangements involving any
     technology or other intellectual property of the Borrower or any Subsidiary
     in the ordinary course of business;

          (j) sales, transfers, abandonment, dedication to the public, or other
     dispositions of United States Patent Nos. 6,480,304, 6,496,206, 6,009,442
     and 6,262,732 or of intellectual property that is determined by the
     management of the Borrower to be no longer useful or necessary to the
     operation of the business of the Borrower and the Subsidiaries; and

          (k) sales, leases or other dispositions of inventory of the Borrower
     and the Subsidiaries determined by the management of the Borrower to be no
     longer useful or necessary in the operation of the business of the Borrower
     and the Subsidiaries;

          Notwithstanding anything to the contrary contained in this Section
6.05 above, (i) no sale, transfer or other disposition of assets in excess of
$2.5 million shall be permitted by this Section 6.05 (other than sales,
transfers, leases or other dispositions to Loan Parties pursuant to paragraph
(c) hereof) unless such disposition is for fair market value, (ii) no sale,
transfer or other disposition of assets shall be permitted by paragraph (a) or
(d) of this Section 6.05 unless such disposition is for at least 75% cash
consideration and (iii) no sale, transfer or other disposition of assets (other
than a Permitted Asset Swap) in excess of $2.5 million shall be permitted by
paragraph (g) of this Section 6.05 unless such disposition is for at least 75%
cash consideration; provided that for purposes of clauses (ii) and (iii), the
amount of any secured Indebtedness or other Indebtedness of a Subsidiary that is
not a Loan Party (as shown on the Borrower's most recent balance sheet or in the
notes thereto) or any Subsidiary of the Borrower that is assumed by the
transferee of any such assets shall be deemed to be cash.


                                      -83-

<PAGE>

          SECTION 6.06. Dividends and Distributions. Declare or pay, directly or
indirectly, any dividend or make any other distribution (by reduction of capital
or otherwise), whether in cash, property, securities or a combination thereof,
with respect to any of its Equity Interests (other than dividends and
distributions on Equity Interests payable solely by the issuance of additional
Qualified Capital Stock of the person paying such dividends or distributions) or
directly or indirectly redeem, purchase, retire or otherwise acquire for value
(or permit any Subsidiary to purchase or acquire) any of its Equity Interests or
set aside any amount for any such purpose (other than through the issuance of
additional Qualified Capital Stock of the person redeeming, purchasing, retiring
or acquiring such shares); provided, however, that:

          (a) any Subsidiary may declare and pay dividends to, repurchase its
     Equity Interests from or make other distributions to the Borrower or to any
     Wholly Owned Subsidiary of the Borrower (or, in the case of non-Wholly
     Owned Subsidiaries, to the Borrower or any Subsidiary that is a direct or
     indirect parent of such Subsidiary and to each other owner of Equity
     Interests of such Subsidiary on a pro rata basis (or more favorable basis
     from the perspective of the Borrower or such Subsidiary) based on their
     relative ownership interests);

          (b) the Borrower may purchase or redeem the Equity Interests of the
     Borrower (including related stock appreciation rights or similar
     securities) held by then present or former directors, consultants, officers
     or employees of the Borrower or any Subsidiary or by any Plan upon such
     person's death, disability, retirement or termination of employment or
     under the terms of any such Plan or any other agreement under which such
     shares of stock or related rights were issued, provided that the aggregate
     amount of such purchases or redemptions under this paragraph (b) shall not
     exceed in any fiscal year $2.5 million (plus the amount of net proceeds (x)
     received by the Borrower during such calendar year from sales of Equity
     Interests of the Borrower to directors, consultants, officers or employees
     of the Borrower or any Subsidiary in connection with permitted employee
     compensation and incentive arrangements and (y) of any key-man life
     insurance policies received during such calendar year), which, if not used
     in any year, may be carried forward to any subsequent calendar year;

          (c) the repurchase of company granted stock awards or options
     necessary to satisfy obligations attributable to tax withholding, provided
     that the aggregate amount of such repurchases under this paragraph (c)
     shall not exceed in any fiscal year $2.5 million;

          (d) noncash repurchases of Equity Interests deemed to occur upon
     exercise of stock options if such Equity Interests represent a portion of
     the exercise price of such options; and

          (e) the Borrower may pay dividends to and make distributions to, or
     repurchase or redeem shares from, its equity holders in an aggregate amount
     equal to (i) $25.0 million plus (ii) the portion, if any, of the Available
     Investment Basket Amount on the date of such election that the Borrower
     elects to apply to this Section 6.06(e)(ii).

          SECTION 6.07. Transactions with Affiliates.

          (a) Sell or transfer any property or assets to, or purchase or acquire
any property or assets from, or otherwise engage in any other transaction with,
any of its Affiliates or any direct or indirect holder of 10% or more of any
class of capital stock of the Borrower, unless such transaction is (i) otherwise
permitted (or required) under this Agreement or (ii) upon terms no less
favorable to the Borrower or such Subsidiary, as applicable, than would be
obtained in a comparable arm's-length transaction with a person that is not an
Affiliate; provided that this clause (ii) shall not apply to the indemnification
of directors of the Borrower and each Subsidiary in accordance with customary
practice.


                                      -84-

<PAGE>

          (b) The foregoing paragraph (a) shall not prohibit, to the extent not
otherwise prohibited under the Loan Documents,

          (i) any issuance of securities, or other payments, awards or grants in
     cash, securities or otherwise pursuant to, or the funding of, employment
     arrangements, stock options and stock ownership plans approved by the board
     of directors of the Borrower,

          (ii) loans or advances to employees or consultants of the Borrower or
     any Subsidiary in accordance with Section 6.04(e),

          (iii) transactions among the Borrower and the Subsidiary Loan Parties
     and transactions among the Subsidiary Loan Parties otherwise permitted by
     this Agreement,

          (iv) the payment of fees and indemnities to directors, officers,
     consultants and employees of the Borrower or any Subsidiary in the ordinary
     course of business,

          (v) transactions pursuant (i) to the Transaction Documents, as amended
     or modified in accordance with the Loan Documents and (ii) permitted
     agreements in existence on the Closing Date and set forth on Schedule 6.07
     or any amendment thereto to the extent such amendment is not adverse to the
     Lenders in any material respect,

          (vi) (A) any employment agreements entered into by the Borrower or any
     Subsidiary in the ordinary course of business, (B) any subscription
     agreement or similar agreement pertaining to the repurchase of Equity
     Interests pursuant to put/call rights or similar rights with employees,
     officers or directors, and (C) any employee compensation, benefit plan or
     arrangement, any health, disability or similar insurance plan which covers
     employees, and any reasonable employment contract and transactions pursuant
     thereto,

          (vii) dividends, redemptions and repurchases permitted under Section
     6.06,

          (viii) transactions with Wholly Owned Subsidiaries for the purchase or
     sale of goods, products, parts and services entered into in the ordinary
     course of business in a manner consistent with past practice,

          (ix) any transaction in respect of which the Borrower delivers to the
     Administrative Agent a letter addressed to the board of directors of the
     Borrower from an accounting, appraisal or investment banking firm, in each
     case of nationally recognized standing that is (A) in the good faith
     determination of the Borrower qualified to render such letter and (B)
     reasonably satisfactory to the Administrative Agent, which letter states
     that such transaction is on terms that are no less favorable to the
     Borrower or such Subsidiary, as applicable, than would be obtained in a
     comparable arm's-length transaction with a person that is not an Affiliate,
     or

          (x) transactions with joint ventures for the purchase or sale of
     goods, equipment and services entered into in the ordinary course of
     business and in a manner consistent with past practice.

          SECTION 6.08. Business of the Borrower and the Subsidiaries.
Notwithstanding any other provisions hereof, engage at any time in any business
or business activity other than any business or business activity conducted by
any of them on the Closing Date and any business or business activities
incidental or related thereto, or any business or activity that is reasonably
similar thereto or a reasonable extension, development or expansion thereof or
ancillary thereto.


                                      -85-

<PAGE>

          SECTION 6.09. Limitation on Modifications of Indebtedness;
Modifications of Certificate of Incorporation, By-Laws and Certain Other
Agreements; etc.

          (a) Amend or modify in any manner materially adverse to the Lenders,
or grant any waiver or release under or terminate in any manner (if such
granting or termination shall be materially adverse to the Lenders), the
articles or certificate of incorporation or by-laws or limited liability company
operating agreement of the Borrower or any Subsidiary or the Acquisition
Agreement.

          (b) (i) Make, or agree or offer to pay or make, directly or
indirectly, any payment or other distribution (whether in cash, securities or
other property) of or in respect of principal of or interest on any Permitted
Junior Debt or any Permitted Refinancing Indebtedness in respect of any of the
foregoing Indebtedness, or any payment or other distribution (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 Permitted Junior Debt or any Permitted Refinancing
Indebtedness in respect thereof (except for (i) Refinancings permitted by
Section 6.01(p)) or (ii) payments of regularly scheduled interest; provided,
however, that the Borrower may at any time and from time to time repurchase,
redeem, acquire, cancel or terminate all or any portion of, Permitted Junior
Debt or any Permitted Refinancing Indebtedness in respect thereof with the
proceeds from the issuance, sale or exchange by Borrower of its Qualified
Capital Stock, so long as such proceeds are not included in any determination of
the Available Investment Basket Amount or as contemplated by Section 7.03, so
long as (A) before and after giving effect to such repurchase, redemption,
acquisition, cancellation or termination, no Default or Event of Default shall
have occurred or be continuing and (B) the aggregate principal amount of such
repurchases, redemptions, acquisitions, cancellations and terminations shall not
exceed the sum of the aggregate Available Investment Basket Amount not otherwise
used; or

          (ii) Amend or modify, or permit the amendment or modification of, any
provision of the Permitted Junior Debt or any Permitted Refinancing Indebtedness
in respect thereof, or any agreement (including any document relating to any
Permitted Junior Debt or any Permitted Refinancing Indebtedness in respect
thereof) relating thereto, other than amendments or modifications that are not
in any manner materially adverse to Lenders and that do not affect the
subordination provisions thereof (if any) in a manner adverse to the Lenders.

          (c) Permit any Subsidiary to enter into, or suffer to exist or become
effective, any agreement or instrument that by its terms restricts (i) the
payment of dividends or distributions or the making of cash advances to the
Borrower or any Subsidiary that is a direct or indirect parent of any Subsidiary
or (ii) the granting of Liens pursuant to the Security Documents, in each case
other than those arising under any Loan Document, except, in each case,
restrictions existing by reason of:

          (A) restrictions imposed by applicable law;

          (B) contractual encumbrances or restrictions in effect on the Closing
     Date or any agreements related to any permitted renewal, extension or
     refinancing of any Indebtedness existing on the Closing Date that does not
     expand the scope of any such encumbrance or restriction;

          (C) any restriction on a Subsidiary imposed pursuant to an agreement
     entered into for the sale or disposition of all or substantially all the
     Equity Interests or assets of a Subsidiary pending the closing of such sale
     or disposition;

          (D) customary provisions in joint venture agreements and other similar
     agreements applicable to joint ventures entered into in the ordinary course
     of business;


                                      -86-

<PAGE>

          (E) any restrictions imposed by any agreement relating to secured
     Indebtedness permitted by this Agreement to the extent that such
     restrictions apply only to the property or assets securing such
     Indebtedness;

          (F) customary provisions contained in leases or licenses of
     intellectual property and other similar agreements entered into in the
     ordinary course of business;

          (G) customary provisions restricting subletting or assignment of any
     lease governing a leasehold interest;

          (H) customary provisions restricting assignment of any agreement
     entered into in the ordinary course of business;

          (I) customary restrictions and conditions contained in any agreement
     relating to the sale of any asset permitted under Section 6.05 pending the
     consummation of such sale;

          (J) customary restrictions and conditions contained in the document
     relating to any Lien, so long as (1) such Lien is permitted under Section
     6.02 and such restrictions or conditions relate only to the specific asset
     subject to such Lien, and (2) such restrictions and conditions are not
     created for the purpose of avoiding the restrictions imposed by this
     Section 6.09;

          (K) customary net worth provisions contained in real property leases
     entered into by Subsidiary, so long as the Borrower has determined in good
     faith that such net worth provisions could not reasonably be expected to
     impair the ability of the Borrower and the Subsidiaries to meet their
     ongoing obligations; and

          (L) any agreement in effect at the time such subsidiary becomes a
     Subsidiary, so long as such agreement was not entered into in contemplation
     of such person becoming a Subsidiary.

          SECTION 6.10. Maximum Capital Expenditures.

          (a) The Borrower will not, nor will it permit any Subsidiary to, incur
or make any Capital Expenditures, (i) during any fiscal year ending prior to
September 30, 2009, in an amount exceeding (A) $20 million per annum, plus (B)
the aggregate Available Investment Basket Amount, and (ii) during any fiscal
year ending thereafter, in an amount exceeding (A) $25 million per annum, plus
(B) the aggregate Available Investment Basket Amount.

          (b) The amount of Capital Expenditures permitted to be made pursuant
to clause (a)(i)(A) and (a)(ii)(A) above in respect of any fiscal year shall be
increased by the unused amount of Capital Expenditures that were permitted to be
made in prior fiscal years pursuant to clause (a) above. Capital Expenditures in
any fiscal year shall be deemed to use, first, any amount carried forward to
such fiscal year pursuant to this clause (b), and second, the amount for such
fiscal year set forth in clause (a) above.

          (c) The amount of Capital Expenditures permitted to be made in respect
of any fiscal year shall be increased, after the consummation of any Permitted
Business Acquisition, in an amount equal to 110% of the average annual amount of
capital expenditures made by the person or business so acquired, as shown in the
financial statements of such person or business, during the two fiscal years
preceding such acquisition.


                                      -87-

<PAGE>

          SECTION 6.11. Interest Coverage Ratio. Permit the ratio (the "Interest
Coverage Ratio") of (a) EBITDA to (b) Cash Interest Expense on the last day of
any fiscal quarter, commencing on September 30, 2006, for the four quarter
period ended as of such day to be less than 2.50 to 1.00; provided that the
Interest Coverage Ratio shall be determined for the relevant Test Period on a
Pro Forma Basis.

          SECTION 6.12. Consolidated Leverage Ratio. Permit the Consolidated
Leverage Ratio on the last day of any fiscal quarter occurring in any period set
forth below to exceed of the ratio set forth below for such period.

<TABLE>
<CAPTION>
              Period                     Ratio
              ------                 ------------
<S>                                  <C>
September 30, 2006 - June 30, 2007   4.50 to 1.00
September 30, 2007 - June 30, 2008   4.00 to 1.00
September 30, 2008 and thereafter    3.50 to 1.00
</TABLE>

          SECTION 6.13. Swap Agreements. Enter into any Swap Agreement, other
than (a) Swap Agreements entered into in the ordinary course of business to
hedge or mitigate risks to which the Borrower or any Subsidiary is exposed in
the conduct of its business or the management of its liabilities (including,
without limitation, raw material, supply costs and currency risks) and (b) Swap
Agreements entered into in order to effectively cap, collar or exchange interest
rates (from fixed to floating rates, from one floating rate to another floating
rate or otherwise) with respect to any interest-bearing liability or investment
of the Borrower or any Subsidiary.

          SECTION 6.14. No Other "Designated Senior Indebtedness". The Borrower
shall not designate, or permit the designation of, any Indebtedness (other than
under this Agreement or the other Loan Documents) as "Designated Senior
Indebtedness" or any other similar term for the purpose of the definition of the
same or the subordination provisions contained in any documentation governing
Permitted Junior Debt or other Indebtedness that is subordinated or senior
subordinated Indebtedness or any Permitted Refinancing Indebtedness thereof.

                                   ARTICLE VII

                                EVENTS OF DEFAULT

          SECTION 7.01. Events of Default. In case of the happening of any of
the following events (each, an "Event of Default"):

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

          (b) default shall be made in the payment of any principal of any Loan
     or the reimbursement with respect to any L/C Disbursement when and as the
     same shall become due and payable, whether at the due date thereof or at a
     date fixed for prepayment thereof or by acceleration thereof or otherwise;


                                      -88-

<PAGE>

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

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

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

          (f) (i) any event or condition occurs that (A) results in any Material
     Indebtedness becoming due prior to its scheduled maturity or (B) enables or
     permits (with all applicable grace periods having expired) the holder or
     holders of any Material Indebtedness or any trustee or agent on its or
     their behalf to cause any Material Indebtedness to become due, or to
     require the prepayment, repurchase, redemption or defeasance thereof, prior
     to its scheduled maturity or (ii) the Borrower or any Subsidiary shall fail
     to pay the principal of any Material Indebtedness at the stated final
     maturity thereof; provided that this clause (f) shall not apply to secured
     Indebtedness that becomes due as a result of the voluntary sale or transfer
     of the property or assets securing such Indebtedness if such sale or
     transfer is permitted hereunder and under the documents providing for such
     Indebtedness and such Indebtedness is promptly repaid in full following the
     consummation of such sale or transfer;

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

          (h) an involuntary proceeding shall be commenced or an involuntary
     petition shall be filed in a court of competent jurisdiction seeking (i)
     relief in respect of the Borrower or any Subsidiary, or of a substantial
     part of the property or assets of the Borrower or any Subsidiary, under
     Title 11 of the United States Code, as now constituted or hereafter
     amended, or any other federal, state or foreign bankruptcy, insolvency,
     receivership or similar law, (ii) the appointment of a receiver, trustee,
     custodian, sequestrator, conservator or similar official for the Borrower
     or any Subsidiary or for a substantial part of the property or assets of
     the Borrower or any Subsidiary or (iii) the winding-up or liquidation of
     the Borrower or any Subsidiary (except, in the case of any Subsidiary, in a
     transaction permitted by Section 6.05); and such proceeding or petition
     shall continue undismissed for 60 days or an order or decree approving or
     ordering any of the foregoing shall be entered;

          (i) The Borrower or any Subsidiary shall (i) voluntarily commence any
     proceeding or file any petition seeking relief under Title 11 of the United
     States Code, as now constituted or hereafter amended, or any other federal,
     state or foreign bankruptcy, insolvency, receivership or similar law, (ii)
     consent to the institution of, or fail to contest in a timely and
     appropriate manner, any proceeding or the filing of any petition described
     in paragraph (h) above, (iii) apply for or consent to the appointment of a
     receiver, trustee, custodian, sequestrator, conservator or similar official
     for the Borrower or any Subsidiary or for a substantial part of the
     property or assets of the Borrower or any Subsidiary, (iv) file an answer
     admitting the material allegations of a petition filed against it in any
     such proceeding, (v) make a general assignment for the benefit of creditors


                                      -89-

<PAGE>

     or (vi) become unable or admit in writing its inability or fail generally
     to pay its debts as they become due;

          (j) the failure by the Borrower or any Subsidiary to pay one or more
     final judgments aggregating in excess of $15 million (to the extent not
     covered by insurance), which judgments are not discharged or effectively
     waived or stayed for a period of 30 consecutive days, or any action shall
     be legally taken by a judgment creditor to levy upon assets or properties
     of the Borrower or any Subsidiary to enforce any such judgment;

          (k) (i) a Reportable Event or Reportable Events shall have occurred
     with respect to any Plan or a trustee shall be appointed by a United States
     district court to administer any Plan, (ii) the PBGC or a plan
     administrator shall institute proceedings (including giving notice of
     intent thereof) to terminate any Plan or Plans, (iii) the Borrower or any
     Subsidiary or any ERISA Affiliate shall have been notified by the sponsor
     of a Multiemployer Plan that it has incurred or will be assessed Withdrawal
     Liability to such Multiemployer Plan and such person does not have
     reasonable grounds for contesting such Withdrawal Liability or is not
     contesting such Withdrawal Liability in a timely and appropriate manner,
     (iv) the Borrower or any Subsidiary or any ERISA Affiliate shall have been
     notified by the sponsor of a Multiemployer Plan that such Multiemployer
     Plan is in reorganization or is being terminated, within the meaning of
     Title IV of ERISA, (v) the Borrower or any Subsidiary shall engage in any
     "prohibited transaction" (as defined in Section 406 of ERISA or Section
     4975 of the Code) involving any Plan or (vi) a termination of, withdrawal
     from, or noncompliance with applicable law or plan terms with respect, to
     Foreign Plans shall have occurred; and in each case in clauses (i) through
     (vi) above, such event or condition, together with all other such events or
     conditions, if any, could reasonably be expected to have a Material Adverse
     Effect; or

          (l) (i) any Loan Document shall for any reason be asserted in writing
     by the Borrower or any Subsidiary not to be a legal, valid and binding
     obligation of any party thereto, (ii) any security interest purported to be
     created by any Security Document and to extend to assets that are a
     substantial portion of the assets of the Borrower and the Subsidiaries on a
     consolidated basis shall cease to be, or shall be asserted in writing by
     the Borrower or any other Loan Party not to be, a valid and perfected
     security interest (perfected as or having the priority required by this
     Agreement or the relevant Security Document and subject to such limitations
     and restrictions as are set forth herein and therein) in such assets, (iii)
     the Guarantees pursuant to the Collateral Agreement by any Subsidiary Loan
     Party of any of the Obligations shall cease to be in full force and effect
     (other than in accordance with the terms thereof), or shall be asserted in
     writing by the Borrower or any Subsidiary Loan Party not to be in effect or
     not to be legal, valid and binding obligations or (iv) the Obligations of
     the Borrower or the Guarantees pursuant to the Security Documents by the
     Borrower or the Subsidiary Loan Party shall be invalidated or otherwise
     cease, or shall be asserted in writing by the Borrower or any Subsidiary
     Loan Party to be invalid or to cease to be legal, valid and binding
     obligations of the parties thereto, enforceable in accordance with their
     terms;

then, and in every such event (other than an event with respect to the Borrower
described in paragraph (h) or (i) above), and at any time thereafter during the
continuance of such event, the Administrative Agent may, and at the request of
the Required Lenders shall, upon notice to the Borrower, take any or all of the
following actions, at the same or different times: (i) terminate forthwith the
Commitments, (ii) declare the Loans then outstanding to be forthwith due and
payable in whole or in part, whereupon the principal of the Loans so declared to
be due and payable, together with accrued interest thereon and any unpaid
accrued Fees and all other liabilities of the Borrower accrued hereunder and
under any other Loan Documentment,


                                      -90-
<PAGE>
shall become forthwith due and payable, without presentment, demand,
protest or any other notice of any kind, all of which are hereby expressly
waived by the Borrower, anything contained herein or in any other Loan Document
to the contrary notwithstanding and (iii) if the Loans have been declared due
and payable pursuant to clause (ii) above, demand cash collateral pursuant to
Section 2.05(j); and in any event with respect to the Borrower described in
paragraph (h) or (i) above, the Commitments shall automatically terminate, the
principal of the Loans then outstanding, together with accrued interest thereon
and any unpaid accrued Fees and all other liabilities of the Borrower accrued
hereunder and under any other Loan Document, shall automatically become due and
payable and the Administrative Agent shall be deemed to have made a demand for
cash collateral to the full extent permitted under Section 2.05(j), without
presentment, demand, protest or any other notice of any kind, all of which are
hereby expressly waived by the Borrower, anything contained herein or in any
other Loan Document to the contrary not-withstanding.

          SECTION 7.02. Exclusion of Immaterial Subsidiaries. Solely for the
purposes of determining whether an Event of Default has occurred under clause
(h), (i) or (l) of Section 7.01, any reference in any such clause to any
Subsidiary shall be deemed not to include any Subsidiary affected by any event
or circumstance referred to in any such clause that did not, as of the last day
of the fiscal quarter of the Borrower most recently ended, have assets with a
value in excess of 5% of the Consolidated Total Assets or 5% of total revenues
of the Borrower and the Subsidiaries as of such date; provided that if it is
necessary to exclude more than one Subsidiary from clause (h), (i) or (l) of
Section 7.01 pursuant to this Section 7.02 in order to avoid an Event of Default
thereunder, all excluded Subsidiaries shall be considered to be a single
consolidated Subsidiary for purposes of determining whether the condition
specified above is satisfied.

          SECTION 7.03. Borrower's Right to Cure.

          (a) Notwithstanding anything to the contrary contained in Section
7.01, in the event that the Borrower fails to comply with the requirements of
any Financial Performance Covenant, until the expiration of the 10th day
subsequent to the date the certificate calculating such Financial Performance
Covenant is required to be delivered pursuant to Section 5.04(c), the Borrower
shall have the right to issue Permitted Cure Securities for cash or otherwise
receive cash contributions (collectively, the "Cure Right"), and upon the
receipt by the Borrower of such cash (the "Cure Amount") pursuant to the
exercise of such Cure Right such Financial Performance Covenant shall be
recalculated giving effect to the following pro forma adjustments:

          (i) EBITDA shall be increased, solely for the purpose of measuring the
     Financial Performance Covenants and not for any other purpose under this
     Agreement, by an amount equal to the Cure Amount; and

          (ii) If, after giving effect to the foregoing recalculations, the
     Borrower shall then be in compliance with the requirements of all Financial
     Performance Covenants, the Borrower shall be deemed to have satisfied the
     requirements of the Financial Performance Covenants as of the relevant date
     of determination with the same effect as though there had been no failure
     to comply therewith at such date, and the applicable breach or default of
     the Financial Performance Covenants that had occurred shall be deemed cured
     for the purposes of this Agreement.

          (b) Notwithstanding anything herein to the contrary, (i) in each
four-fiscal-quarter period there shall be at least one fiscal quarter in which
the Cure Right is not exercised, (ii) in each eight-fiscal-quarter period, there
shall be at least four fiscal quarters during which the Cure Right is not
exercised and (iii) for purposes of this Section 7.03, the Cure Amount shall be
no greater than the amount required for purposes of complying with the Financial
Performance Covenants.


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<PAGE>

                                  ARTICLE VIII

                                   THE AGENTS

          SECTION 8.01. Appointment. Each Lender hereby irrevocably designates
and appoints the Administrative Agent as the agent of such Lender under this
Agreement and the other Loan Documents, and each such Lender irrevocably
authorizes the Administrative Agent, in such capacity, to take such action on
its behalf under the provisions of this Agreement and the other Loan Documents
and to exercise such powers and perform such duties as are expressly delegated
to the Administrative Agent by the terms of this Agreement and the other Loan
Documents, together with such other powers as are reasonably incidental thereto.
Notwithstanding any provision to the contrary elsewhere in this Agreement, the
Administrative Agent shall not have any duties or responsibilities, except those
expressly set forth herein, or any fiduciary relationship with any Lender, 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.

          SECTION 8.02. Delegation of Duties. The Administrative Agent may
execute any of its duties under this Agreement and the other Loan Documents by
or through agents or attorneys-in-fact and shall be entitled to advice of
counsel concerning all matters pertaining to such duties. The Administrative
Agent shall not be responsible for the negligence or misconduct of any agents or
attorneys-in-fact selected by it with reasonable care.

          SECTION 8.03. Exculpatory Provisions. Neither any Agent nor any of its
officers, directors, employees, agents, attorneys-in-fact or affiliates shall be
(i) liable for any action lawfully taken or omitted to be taken by it or such
person under or in connection with this Agreement or any other Loan Document
(except to the extent that any of the foregoing are found by a final and
nonappealable decision of a court of competent jurisdiction to have resulted
from its or such person's own gross negligence or willful misconduct) or (ii)
responsible in any manner to any of the Lenders for any recitals, statements,
representations or warranties made by any Loan Party or any officer thereof
contained in this Agreement or any other Loan Document or in any certificate,
report, statement or other document referred to or provided for in, or received
by the Agents under or in connection with, this Agreement or any other Loan
Document or for the value, validity, effectiveness, genuineness, enforceability
or sufficiency of this Agreement or any other Loan Document or for any failure
of any Loan Party a party thereto to perform its obligations hereunder or
thereunder. The Agents shall not be under any obligation to any Lender to
ascertain or to inquire as to the observance or performance of any of the
agreements contained in, or conditions of, this Agreement or any other Loan
Document, or to inspect the properties, books or records of any Loan Party.

          SECTION 8.04. Reliance by Administrative Agent. The Administrative
Agent shall be entitled to rely, and shall be fully protected in relying, upon
any instrument, writing, resolution, notice, consent, certificate, affidavit,
letter, telecopy, telex or teletype message, statement, order or other document
or conversation believed by it to be genuine and correct and to have been
signed, sent or made by the proper person or persons and upon advice and
statements of legal counsel (including counsel to the Borrower), independent
accountants and other experts selected by the Administrative Agent. The
Administrative Agent may deem and treat the payee of any Note as the owner
thereof for all purposes unless a written notice of assignment, negotiation or
transfer thereof shall have been filed with the Administrative Agent. The
Administrative Agent shall be fully justified in failing or refusing to take any
action under this Agreement or any other Loan Document unless it shall first
receive such advice or concurrence of the Required Lenders (or, if so specified
by this Agreement, all Lenders) as it deems appropriate or it shall first be
indemnified to its satisfaction by the Lenders against any and all liability and
expense that may be


                                      -92-

<PAGE>

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 and the other Loan Documents in
accordance with a request of the Required Lenders (or, if so specified by this
Agreement, all Lenders), and such request and any action taken or failure to act
pursuant thereto shall be binding upon all the Lenders and all future holders of
the Loans.

          SECTION 8.05. Notice of Default. The Administrative Agent shall not be
deemed to have knowledge or notice of the occurrence of any Default or Event of
Default unless the Administrative Agent has received notice from a Lender or the
Borrower referring to this Agreement, describing such Default or Event of
Default and stating that such notice is a "notice of default". In the event that
the Administrative Agent receives such a notice, the Administrative Agent shall
give notice thereof to the Lenders. The Administrative Agent shall take such
action with respect to such Default or Event of Default as shall be reasonably
directed by the Required Lenders (or, if so specified by this Agreement, all
Lenders); provided that unless and until the Administrative Agent shall have
received such directions, the Administrative Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect
to such Default or Event of Default as it shall deem advisable in the best
interests of the Lenders.

          SECTION 8.06. Non-Reliance on Agents and Other Lenders. Each Lender
expressly acknowledges that neither the Agents nor any of their respective
officers, directors, employees, agents, attorneys-in-fact or affiliates have
made any representations or warranties to it and that no act by any Agent
hereafter taken, including any review of the affairs of a Loan Party or any
affiliate of a Loan Party, shall be deemed to constitute any representation or
warranty by any Agent to any Lender. Each Lender represents to the Agents that
it has, independently and without reliance upon any Agent or any other Lender,
and based on such documents and information as it has deemed appropriate, made
its own appraisal of and investigation into the business, operations, property,
financial and other condition and creditworthiness of the Loan Parties and their
affiliates and made its own decision to make its Loans hereunder and enter into
this Agreement. Each Lender also represents that it will, independently and
without reliance upon any Agent or any other Lender, and based on such documents
and information as it shall deem appropriate at the time, continue to make its
own credit analysis, appraisals and decisions in taking or not taking action
under this Agreement and the other Loan Documents, and to make such
investigation as it deems necessary to inform itself as to the business,
operations, property, financial and other condition and creditworthiness of the
Loan Parties and their affiliates. Except for notices, reports and other
documents expressly required to be furnished to the Lenders by the
Administrative Agent hereunder, the Administrative Agent shall not have any duty
or responsibility to provide any Lender with any credit or other information
concerning the business, operations, property, condition (financial or
otherwise), prospects or creditworthiness of any Loan Party or any affiliate of
a Loan Party that may come into the possession of the Administrative Agent or
any of its officers, directors, employees, agents, attorneys-in-fact or
affiliates.

          SECTION 8.07. Indemnification. The Lenders agree to indemnify each
Agent in its capacity as such (to the extent not reimbursed by the Borrower and
without limiting the obligation of the Borrower to do so), each in an amount
equal to its pro rata share (based on its Commitments hereunder (or if such
Commitments shall have expired or been terminated, in accordance with the
respective principal amounts of its applicable outstanding Loans or
participations in L/C Disbursements, as applicable)) thereof, from and against
any and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind whatsoever that
may at any time (whether before or after the payment of the Loans) be imposed
on, incurred by or asserted against such Agent in any way relating to or arising
out of, the Commitments, this Agreement, any of the other Loan Documents or any
documents contemplated by or referred to herein or therein or the transactions
contemplated hereby or thereby or any action taken or omitted by such Agent
under or in connection with any of the foregoing;


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<PAGE>

provided that no Lender shall be liable for the payment of any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements that are found by a final and nonappealable
decision of a court of competent jurisdiction to have resulted from such Agent's
gross negligence or willful misconduct. The agreements in this Section shall
survive the payment of the Loans and all other amounts payable hereunder.

          SECTION 8.08. Agent in Its Individual Capacity. Each Agent and its
affiliates may make loans to, accept deposits from and generally engage in any
kind of business with any Loan Party as though such Agent were not an Agent.
With respect to its Loans made or renewed by it and with respect to any Letter
of Credit issued or participated in by it, each Agent shall have the same rights
and powers under this Agreement and the other Loan Documents as any Lender and
may exercise the same as though it were not an Agent, and the terms "Lender" and
"Lenders" shall include each Agent in its individual capacity.

          SECTION 8.09. Successor Administrative Agent. The Administrative Agent
may resign as Administrative Agent upon 30 days' notice to the Lenders and the
Borrower. If the Administrative Agent shall resign as Administrative Agent under
this Agreement and the other Loan Documents, then the Required Lenders shall
appoint from among the Lenders a successor agent for the Lenders, which
successor agent shall (unless an Event of Default under Section 7.01(b), (c),
(h) or (i) shall have occurred and be continuing) be subject to approval by the
Borrower (which approval shall not be unreasonably withheld or delayed),
whereupon such successor agent shall succeed to the rights, powers and duties of
the Administrative Agent, and the term "Administrative Agent" shall mean such
successor agent effective upon such appointment and approval, and the former
Administrative Agent's rights, powers and duties as Administrative Agent shall
be terminated, without any other or further act or deed on the part of such
former Administrative Agent or any of the parties to this Agreement or any
holders of the Loans. If no successor agent has accepted appointment as
Administrative Agent by the date that 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 assume and 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. After any retiring Administrative Agent's
resignation as Administrative Agent, the provisions of this Article VIII 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 and the other Loan Documents.

          SECTION 8.10. Syndication Agent and Documentation Agent. Neither the
Syndication Agent nor the Documentation Agent shall have any duties or
responsibilities hereunder in its capacity as such.

          SECTION 8.11. Quebec Security. The Administrative Agent hereby agrees
to act as the fonde de pouvoir (holder of the power of attorney) for the Secured
Parties to the extent necessary or desirable for the purposes of this Agreement,
the Collateral Agreement and any hypothec or other security that may be granted
from time to time by Speechworks International Inc. or any other Loan Party for
the benefit of the Secured Parties under the laws of the Province of Quebec. By
becoming a Secured Party, each Secured Party accepts and confirms the
appointment of the Administrative Agent as fonde de pouvoir (holder of the power
of attorney) of such Secured Party. Notwithstanding the provisions of Section 32
of the Act respecting the Special Powers of Legal Persons (Quebec), the
Administrative Agent may acquire and be the holder of any debenture, bond or
other title of indebtedness that may be issued from time to time by Speechworks
International Inc. or any other Loan Party.


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<PAGE>

                                   ARTICLE IX

                                  MISCELLANEOUS

          SECTION 9.01. Notices.

          (a) Notices and other communications provided for herein shall be in
writing and shall be delivered by hand or overnight courier service, mailed by
certified or registered mail or sent by telecopy, as follows:

          (i) if to any Loan Party, to Chief Financial Officer, 1 Wayside Road,
     Burlington, MA 01803, with a copy to Latham & Watkins LLP, 885 Third
     Avenue, New York, NY 10022, Attention of Gregory A. Ezring (Telecopy No.
     (212) 751-4864);

          (ii) if to the Administrative Agent, to UBS AG, Stamford Branch, 677
     Washington Boulevard, Stamford, Connecticut 06901, Attention of Banking
     Products Services - Agency Team (Telecopy No. (203) 719-4176), with a copy
     to Cahill Gordon & Reindel LLP, 80 Pine Street, New York, NY 10005,
     Attention of Richard E. Farley (Telecopy No. (212) 269-5420); and

          (iii) if to an Issuing Bank, to it at the address or telecopy number
     set forth separately in writing.

          (b) Notices and other communications to the Lenders hereunder may be
delivered or furnished by electronic communications pursuant to procedures
approved by the Administrative Agent; provided that the foregoing shall not
apply to notices pursuant to Article II unless otherwise agreed by the
Administrative Agent and the applicable Lender. Each of the Administrative Agent
and the Borrower may, in its discretion, agree to accept notices and other
communications to it hereunder by electronic communications pursuant to
procedures approved by it; provided, further, that approval of such procedures
may be limited to particular notices or communications.

          (c) All notices and other communications given to any party hereto in
accordance with the provisions of this Agreement shall be deemed to have been
given on the date of receipt if delivered by hand or overnight courier service,
sent by telecopy or (to the extent permitted by paragraph (b) above) electronic
means or on the date five Business Days after dispatch by certified or
registered mail if mailed, in each case delivered, sent or mailed (properly
addressed) to such party as provided in this Section 9.01 or in accordance with
the latest unrevoked direction from such party given in accordance with this
Section 9.01.

          (d) Any party hereto may change its address or telecopy number for
notices and other communications hereunder by notice to the other parties
hereto.

          SECTION 9.02. Survival of Agreement. All covenants, agreements,
representations and warranties made by the Loan Parties herein, in the other
Loan Documents and in the certificates or other instruments prepared or
delivered in connection with or pursuant to this Agreement or any other Loan
Document shall be considered to have been relied upon by the Lenders and each
Issuing Bank and shall survive the making by the Lenders of the Loans, the
execution and delivery of the Loan Documents and the issuance of the Letters of
Credit, regardless of any investigation made by such persons or on their behalf,
and shall continue in full force and effect as long as the principal of or any
accrued interest on any Loan or L/C Disbursement or any Fee or any other amount
payable under this Agreement or any other Loan Document is outstanding and
unpaid or any Letter of Credit is outstanding and so long as the Commitments


                                      -95-

<PAGE>
have not been terminated. Without prejudice to the survival of any other
agreements contained herein, indemnification and reimbursement obligations
contained herein (including pursuant to Sections 2.15, 2.17 and 9.05) shall
survive the payment in full of the principal and interest hereunder, the
expiration of the Letters of Credit and the termination of the Commitments or
this Agreement.

          SECTION 9.03. Binding Effect. This Agreement shall become effective
when it shall have been executed by the Borrower and the Administrative Agent
and when the Administrative Agent shall have received copies hereof which, when
taken together, bear the signatures of each of the other parties hereto, and
thereafter shall be binding upon and inure to the benefit of the Borrower, each
Issuing Bank, the Administrative Agent and each Lender and their respective
permitted successors and assigns.

          SECTION 9.04. 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 (including any affiliate of the Issuing Bank that issues any
Letter of Credit), except that (i) the Borrower may not assign or otherwise
transfer any of its rights or obligations hereunder without the prior written
consent of each Lender (and any attempted assignment or transfer by the Borrower
without such consent shall be null and void) and (ii) no Lender may assign or
otherwise transfer its rights or obligations hereunder except in accordance with
this Section 9.04. Nothing in this Agreement, express or implied, shall be
construed to confer upon any person (other than the parties hereto, their
respective successors and assigns permitted hereby (including any Affiliate of
the Issuing Bank that issues any Letter of Credit), Participants (to the extent
provided in paragraph (c) of this Section 9.04), and, to the extent expressly
contemplated hereby, the Related Parties of each of the Agents, the Issuing Bank
and the Lenders) any legal or equitable right, remedy or claim under or by
reason of this Agreement.

          (b) (i) Subject to the conditions set forth in paragraph (b)(ii)
below, any Lender may assign to one or more assignees (each, an "Assignee") all
or a portion of its rights and obligations under this Agreement (including all
or a portion of its Commitments and the Loans at the time owing to it) with the
prior written consent (such consent not to be unreasonably withheld or delayed)
of:

          (A) the Borrower; provided that no consent of the Borrower shall be
     required for an assignment to a Lender, an affiliate of a Lender, an
     Approved Fund (as defined below) or, if an Event of Default under Section
     7.01(b), (c), (h), or (i) has occurred and is continuing, any other person;

          (B) the Administrative Agent; and

          (C) the Issuing Bank; provided that no consent of the Issuing Bank
     shall be required for an assignment of all or any portion of a Term Loan.

               (ii) Assignments shall be subject to the following additional
          conditions:

          (A) except in the case of an assignment to a Lender, an affiliate of a
     Lender or an Approved Fund or an assignment of the entire remaining amount
     of the assigning Lender's Commitments or Loans under any Facility, the
     amount of the Commitments or Loans of the assigning Lender subject to each
     such assignment (determined as of the date the Assignment and Acceptance
     with respect to such assignment is delivered to the Administrative Agent)
     shall not be less than (x) $1.0 million in the case of Term Loans and (y)
     $2.5 million in the case of Revolving Facility Loans or Revolving Facility
     Commitments, unless each of the Borrower and the


                                      -96-

<PAGE>

     Administrative Agent otherwise consent; provided that such amounts shall be
     aggregated in respect of each Lender and its Affiliates or Approved Funds,
     if any;

          (B) the parties to each assignment shall execute and deliver to the
     Administrative Agent an Assignment and Acceptance, together with a
     processing and recordation fee of $3,500; and

          (C) the Assignee, if it shall not be a Lender, shall deliver to the
     Administrative Agent an Administrative Questionnaire.

For the purposes of this Section 9.04, "Approved Fund" means any person (other
than a natural person) that is engaged in making, purchasing, holding or
investing in bank loans and similar extensions of credit in the ordinary course
and that is administered, advised or managed by (a) a Lender, (b) an Affiliate
of a Lender or (c) an entity or an Affiliate of an entity that administers,
advises or manages a Lender.

          (iii) Subject to acceptance and recording thereof pursuant to
paragraph (b)(v) below, from and after the effective date specified in each
Assignment and Acceptance the Assignee thereunder shall be a party hereto and,
to the extent of the interest assigned by such Assignment and Acceptance, have
the rights and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest assigned by such
Assignment and Acceptance, be released from its obligations under this Agreement
(and, in the case of an Assignment and Acceptance covering all 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
2.15, 2.16, 2.17 and 9.05). Any assignment or transfer by a Lender of rights or
obligations under this Agreement that does not comply with this Section 9.04
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 paragraph (c) of
this Section 9.04.

          (iv) The Administrative Agent, acting for this purpose as an agent of
the Borrower, shall maintain at one of its offices a copy of each Assignment and
Acceptance delivered to it and a register for the recordation of the names and
addresses of the Lenders, and the Commitments of, the stated interest on and
principal amount of the Loans and Revolving L/C Exposure owing to, each Lender
pursuant to the terms hereof from time to time (the "Register"). The entries in
the Register shall be conclusive absent manifest error, and the Borrower, the
Administrative Agent, the Issuing Bank and the Lenders shall 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. The Register shall be available
for inspection by the Borrower, the Issuing Bank and any Lender, at any
reasonable time and from time to time upon reasonable prior notice.

          (v) Upon its receipt of a duly completed Assignment and Acceptance
executed by an assigning Lender and an Assignee, the Assignee's completed
Administrative Questionnaire (unless the Assignee shall already be a Lender
hereunder), the processing and recordation fee referred to in paragraph (b) of
this Section and any written consent to such assignment required by paragraph
(b) of this Section, the Administrative Agent shall accept such Assignment and
Acceptance and record the information contained therein in the Register. No
assignment, whether or not evidenced by a promissory note, shall be effective
for purposes of this Agreement unless it has been recorded in the Register as
provided in this paragraph (b)(v).

          (c) (i) Any Lender may, without the consent of the Borrower or the
Administrative Agent, sell participations to one or more banks or other entities
(a "Participant") in all or a portion of such Lender's rights and obligations
under this Agreement (including all or a portion of its Commitments and the
Loans owing to it); provided that (A) such Lender's obligations under this
Agreement shall remain


                                      -97-

<PAGE>

unchanged, (B) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations and (C) the Borrower, the
Administrative Agent, the Issuing Bank 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 pursuant to which a
Lender sells such a participation shall provide that such Lender shall retain
the sole right to enforce this Agreement and the other Loan Documents and to
approve any amendment, modification or waiver of any provision of this Agreement
and the other Loan Documents; provided that (x) such agreement may provide that
such Lender will not, without the consent of the Participant, agree to any
amendment, modification or waiver that (1) requires the consent of each Lender
directly affected thereby pursuant to Section 9.04(a)(i) or clause (i), (ii),
(iii), (iv), (v) or (vi) of the first proviso to Section 9.08(b) and (2)
directly affects such Participant and (y) no other agreement with respect to
such Participant may exist between such Lender and such Participant. Subject to
the foregoing provisions of this paragraph (c)(i) and to paragraph (c)(ii) of
this Section 9.04, the Borrower agrees that each Participant shall be entitled
to the benefits of Sections 2.15, 2.16 and 2.17 (subject to the requirements of
those Sections as if it were a Lender) to the same extent as if it were a Lender
and had acquired its interest by assignment pursuant to paragraph (b) of this
Section 9.04. Subject to the foregoing provisions of this paragraph (c)(i), to
the extent permitted by law, each Participant also shall be entitled to the
benefits of Section 9.06 as though it were a Lender, provided such Participant
shall be subject to Section 2.18(c) as though it were a Lender.

               (ii) A Participant shall not be entitled to receive any greater
payment under Section 2.15, 2.16 or 2.17 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.

          (d) Any Lender may at any time, without the consent of or notice to
the Administrative Agent or the Borrower, pledge or assign a security interest
in all or any portion of its rights under this Agreement to secure obligations
of such Lender, including any pledge or assignment to secure obligations to a
Federal Reserve Bank, and this Section 9.04 shall not apply to any such pledge
or assignment of a security interest; provided that no such pledge or assignment
of a security interest shall release a Lender from any of its obligations
hereunder or substitute any such pledgee or Assignee for such Lender as a party
hereto.

          (e) The Borrower, upon receipt of written notice from the relevant
Lender, agrees to issue Notes to any Lender requiring Notes to facilitate
transactions of the type described in paragraph (d) above.

          (f) Notwithstanding the foregoing, any Conduit Lender may assign any
or all of the Loans it may have funded hereunder to its designating Lender
without the consent of the Borrower or the Administrative Agent. Each of the
Borrower, each Lender and the Administrative Agent hereby confirms that it will
not institute against a Conduit Lender or join any other person in instituting
against a Conduit Lender any bankruptcy, reorganization, arrangement, insolvency
or liquidation proceeding under any state bankruptcy or similar law, for one
year and one day after the payment in full of the latest maturing commercial
paper note issued by such Conduit Lender; provided, however, that each Lender
designating any Conduit Lender hereby agrees to indemnify, save and hold
harmless each other party hereto and each Loan Party for any loss, cost, damage
or expense arising out of its inability to institute such a proceeding against
such Conduit Lender during such period of forbearance.

          (g) If the Borrower wishes to replace the Loans or Commitments under
any Facility with ones having different terms, it shall have the option, with
the consent of the Administrative Agent and subject to at least three Business
Days' advance notice to the Lenders under such Facility, instead of


                                      -98-

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prepaying the Loans or reducing or terminating the Commitments to be replaced,
to (i) require the Lenders under such Facility to assign such Loans or
Commitments to the Administrative Agent or its designees and (ii) amend the
terms thereof in accordance with Section 9.08 (with such replacement, if
applicable, being deemed to have been made pursuant to Section 9.08(d)).
Pursuant to any such assignment, all Loans and Commitments to be replaced shall
be purchased at par (allocated among the Lenders under such Facility in the same
manner as would be required if such Loans were being optionally prepaid or such
Commitments were being optionally reduced or terminated by the Borrower),
accompanied by payment of any accrued interest and fees thereon and any amounts
owing pursuant to Section 9.05(b). By receiving such purchase price, the Lenders
under such Facility shall automatically be deemed to have assigned the Loans or
Commitments under such Facility pursuant to the terms of the form of Assignment
and Acceptance attached hereto as Exhibit A, and accordingly no other action by
such Lenders shall be required in connection therewith. The provisions of this
paragraph (g) are intended to facilitate the maintenance of the perfection and
priority of existing security interests in the Collateral during any such
replacement.

          SECTION 9.05. Expenses; Indemnity.

          (a) The Borrower agrees to pay all reasonable out-of-pocket expenses
(including Other Taxes) incurred by the Administrative Agent in connection with
the preparation of this Agreement and the other Loan Documents and by the
Administrative Agent or Joint Lead Arrangers in connection with the syndication
of the Commitments or Loans or the administration of this Agreement (including
(i) expenses incurred in connection with due diligence and initial and ongoing
Collateral examination (after the Closing Date, to the extent no Event of
Default shall have occurred or be continuing, expenses referred to in this
clause (i) shall be subject to the Borrower's reimbursement only with the
Borrower's prior approval (such approval not to be unreasonably withheld)), (ii)
the reasonable fees, charges and disbursements of Cahill Gordon & Reindel LLP,
counsel for the Administrative Agent and the Joint Lead Arrangers and (iii) the
reasonable fees, charges and disbursements of one local counsel per jurisdiction
where Collateral is located or a Subsidiary Loan Party is incorporated) or in
connection with the administration of this Agreement and any amendments,
modifications or waivers of the provisions hereof or thereof (whether or not the
Transactions hereby contemplated shall be consummated) or incurred by the
Administrative Agent or any Lender in connection with the enforcement or
protection of their rights in connection with this Agreement and the other Loan
Documents, the Loans made hereunder or the Letters of Credit issued hereunder.

          (b) The Borrower agrees to indemnify the Administrative Agent, the
Joint Lead Arrangers, each Issuing Bank, each Lender and each of their
respective directors, trustees, officers, employees, advisors and agents (each
such person being called an "Indemnitee") against, and to hold each Indemnitee
harmless from, any and all losses, claims, damages, liabilities and related
expenses, including reasonable counsel fees, charges and disbursements, incurred
by or asserted against any Indemnitee arising out of, in any way connected with,
or as a result of (i) the execution or delivery of this Agreement or any other
Loan Document or any agreement or instrument contemplated hereby or thereby, the
performance by the parties hereto and thereto of their respective obligations
thereunder or the consummation of the Transactions and the other transactions
contemplated hereby, (ii) the use of the proceeds of the Loans or the use of any
Letter of Credit or (iii) any claim, litigation, investigation or proceeding
relating to any of the foregoing, whether or not any Indemnitee is a party
thereto; provided that such indemnity shall not, as to any Indemnitee, be
available to the extent that such losses, claims, damages, liabilities or
related expenses are determined by a final, non-appealable judgment of a court
of competent jurisdiction to have resulted solely by reason of the gross
negligence or willful misconduct of such Indemnitee. Subject to and without
limiting the generality of the foregoing sentence, the Borrower agrees to
indemnify each Indemnitee against, and hold each Indemnitee harmless from, any
and all losses, claims, damages, liabilities


                                      -99-

<PAGE>

and related expenses, including reasonable counsel or consultant fees, charges
and disbursements (limited to not more than one counsel, plus, if necessary, one
local counsel per jurisdiction), incurred by or asserted against any Indemnitee
arising out of, in any way connected with, or as a result of (A) any claim
related in any way to Environmental Laws and the Borrower or any Subsidiary, or
(B) any actual or alleged presence, Release or threatened Release of Hazardous
Materials at, under, on or from any Property; provided that such indemnity shall
not, as to any Indemnitee, be available to the extent that such losses, claims,
damages, liabilities or related expenses are determined by a court of competent
jurisdiction by final and nonappealable judgment to have resulted from the gross
negligence or willful misconduct of such Indemnitee or any of its Related
Parties. The Borrower shall not be liable for any settlement of any proceeding
referred to in this Section 9.05 effected without their written consent, but if
settled with such consent or if there shall be a final judgment for the
plaintiff, the Borrower shall indemnify the Indemnitees from and against any
loss or liability by reason of such settlement or judgment, subject to the
Borrower's right in this Section 9.05 to claim an exemption from such indemnity
obligations. The Borrower shall not, without the prior written consent of any
Indemnitee, effect any settlement of any pending or threatened proceeding in
respect of which such Indemnitee is or could have been a party and indemnity
could have been sought hereunder by such Indemnitee unless such settlement (i)
includes an unconditional release of such Indemnitee from all liability or
claims that are the subject matter of such proceeding and (ii) does not include
a statement as to or an admission of fault, culpability or a failure to act by
or on behalf of any Indemnitee. None of the Indemnitees (or any of their
respective affiliates) shall be responsible or liable to the Sponsor, the
Borrower or any of their respective subsidiaries, Affiliates or stockholders or
any other person or entity for any consequential or punitive damages, which may
be alleged as a result of the Facilities or the Transactions. The provisions of
this Section 9.05 shall remain operative and in full force and effect regardless
of the expiration of the term of this Agreement, the consummation of the
transactions contemplated hereby, the repayment of any of the Obligations, the
invalidity or unenforceability of any term or provision of this Agreement or any
other Loan Document, or any investigation made by or on behalf of the
Administrative Agent, any Issuing Bank or any Lender. All amounts due under this
Section 9.05 shall be payable on written demand therefor accompanied by
reasonable documentation with respect to any reimbursement, indemnification or
other amount requested.

          (c) Except as expressly provided in Section 9.05(a) with respect to
Other Taxes, which shall not be duplicative with any amounts paid pursuant to
Section 2.17, this Section 9.05 shall not apply to Taxes.

          SECTION 9.06. Right of Set-off. If an Event of Default shall have
occurred and be continuing, each Lender and each Issuing Bank is hereby
authorized at any time and from time to time, 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 and other indebtedness at any
time owing by such Lender or such Issuing Bank to or for the credit or the
account of the Borrower or any Subsidiary against any of and all the obligations
of the Borrower now or hereafter existing under this Agreement or any other Loan
Document held by such Lender or such Issuing Bank, irrespective of whether or
not such Lender or such Issuing Bank shall have made any demand under this
Agreement or such other Loan Document and although the obligations may be
unmatured. The rights of each Lender and each Issuing Bank under this Section
9.06 are in addition to other rights and remedies (including other rights of
set-off) that such Lender or such Issuing Bank may have.

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


                                     -100-

<PAGE>

          SECTION 9.08. Waivers; Amendment.

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

          (b) Except as provided in Section 2.21 with respect to an Incremental
Facility Amendment, neither this Agreement nor any other Loan Document nor any
provision hereof or thereof may be waived, amended or modified except (x) in the
case of this Agreement, pursuant to an agreement or agreements in writing
entered into by the Borrower and the Required Lenders and (y) in the case of any
other Loan Document, pursuant to an agreement or agreements in writing entered
into by each party thereto and the Administrative Agent and consented to by the
Required Lenders; provided, however, that no such agreement shall

          (i) decrease or forgive the principal amount of, or extend the final
     maturity of, or decrease the rate of interest on, any Loan or any L/C
     Disbursement, or extend the stated expiration of any Letter of Credit
     beyond the Revolving Facility Maturity Date, without the prior written
     consent of each Lender directly affected thereby; provided that any
     amendment to the financial covenant definitions in this Agreement shall not
     constitute a reduction in the rate of interest for purposes of this clause
     (i),

          (ii) increase or extend the Commitment of any Lender or decrease the
     Commitment Fees or L/C Participation Fees or other fees of any Lender
     without the prior written consent of such Lender (it being understood that
     waivers or modifications of conditions precedent, covenants, Defaults or
     Events of Default or of a mandatory reduction in the aggregate Commitments
     shall not constitute an increase of the Commitment of any Lender),

          (iii) extend or waive any Term Loan Installment Date or reduce the
     amount due on any Term Loan Installment Date or extend any date on which
     payment of interest on any Loan or any L/C Disbursement or any Fees is due,
     without the prior written consent of each Lender adversely affected
     thereby,

          (iv) amend or modify the provisions of Section 2.18(b) or (c) or
     2.10(d) of this Agreement or Section 5.02 of the Collateral Agreement in a
     manner that would by its terms alter the pro rata sharing of payments
     required thereby, without the prior written consent of each Lender
     adversely affected thereby,

          (v) amend or modify the provisions of this Section 9.08 or the
     definition of the terms "Required Lenders" or any other provision hereof
     specifying the number or percentage of Lenders required to waive, amend or
     modify any rights hereunder or make any determination or grant any consent
     hereunder, without the prior written consent of each Lender adversely
     affected thereby (it being understood that, with the consent of the
     Required Lenders, additional extensions


                                     -101-

<PAGE>

     of credit pursuant to this Agreement may be included in the determination
     of the Required Lenders on substantially the same basis as the Loans and
     Commitments are included on the Closing Date),

          (vi) release all or substantially all the Collateral or release all or
     substantially all of the Subsidiary Loan Parties from their respective
     Guarantees under the Collateral Agreement, unless, in the case of a
     Subsidiary Loan Party, all or substantially all the Equity Interests of
     such Subsidiary Loan Party is sold or otherwise disposed of in a
     transaction permitted by this Agreement, without the prior written consent
     of each Lender, or

          (vii) effect any waiver, amendment or modification of any Loan
     Document that would alter the relative priorities of the rights of the
     Secured Parties in the Collateral;

provided, further, that no such agreement shall amend, modify or otherwise
affect the rights or duties of the Administrative Agent or an Issuing Bank
hereunder without the prior written consent of the Administrative Agent or such
Issuing Bank acting as such at the effective date of such agreement, as
applicable. Each Lender shall be bound by any waiver, amendment or modification
authorized by this Section 9.08 and any consent by any Lender pursuant to this
Section 9.08 shall bind any assignee of such Lender.

          (c) Without the consent of the Syndication Agent, the Documentation
Agent or any Joint Lead Arranger or Lender or Issuing Bank, the Loan Parties and
the Administrative Agent may (in their respective sole discretion, or shall, to
the extent required by any Loan Document) enter into any amendment, modification
or waiver of any Loan Document, or enter into any new agreement or instrument,
to effect the granting, perfection, protection, expansion or enhancement of any
security interest in any Collateral or additional property to become Collateral
for the benefit of the Secured Parties, or as required by local law to give
effect to, or protect any security interest for the benefit of the Secured
Parties, in any property or so that the security interests therein comply with
applicable law.

          (d) Notwithstanding the foregoing, this Agreement may be amended (or
amended and restated) with the written consent of the Required Lenders, the
Administrative Agent and the Borrower (a) to add one or more additional credit
facilities to this Agreement and to permit the extensions of credit from time to
time outstanding thereunder and the accrued interest and fees in respect thereof
to share ratably in the benefits of this Agreement and the other Loan Documents
with the Term Loans and the Revolving Facility Loans and the accrued interest
and fees in respect thereof and (b) to include appropriately the Lenders holding
such credit facilities in any determination of the Required Lenders.

          SECTION 9.09. Interest Rate Limitation. Notwithstanding anything
herein to the contrary, if at any time the applicable interest rate, together
with all fees and charges that are treated as interest under applicable law
(collectively, the "Charges"), as provided for herein or in any other document
executed in connection herewith, or otherwise contracted for, charged, received,
taken or reserved by any Lender or any Issuing Bank, shall exceed the maximum
lawful rate (the "Maximum Rate") that may be contracted for, charged, taken,
received or reserved by such Lender in accordance with applicable law, the rate
of interest payable hereunder, together with all Charges payable to such Lender
or such Issuing Bank, shall be limited to the Maximum Rate; provided that such
excess amount shall be paid to such Lender or such Issuing Bank on subsequent
payment dates to the extent not exceeding the legal limitation.

          SECTION 9.10. Entire Agreement. This Agreement, the other Loan
Documents and the agreements regarding certain Fees referred to herein
constitute the entire contract between the parties relative to the subject
matter hereof. Any previous agreement among or representations from the parties
or their Affiliates with respect to the subject matter hereof is superseded by
this Agreement and the other Loan Documents. Notwithstanding the foregoing, the
Fee Letter shall survive the execution and delivery


                                     -102-

<PAGE>

of this Agreement and remain in full force and effect. Nothing in this Agreement
or in the other Loan Documents, expressed or implied, is intended to confer upon
any party other than the parties hereto and thereto any rights, remedies,
obligations or liabilities under or by reason of this Agreement or the other
Loan Documents.

          SECTION 9.11. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT
OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN
DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS
APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN
THIS SECTION 9.11.

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

          SECTION 9.13. Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall constitute an original but all of which,
when taken together, shall constitute but one contract, and shall become
effective as provided in Section 9.03. Delivery of an executed counterpart to
this Agreement by facsimile transmission shall be as effective as delivery of a
manually signed original.

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

          SECTION 9.15. Jurisdiction; Consent to Service of Process.

          (a) Each of the parties hereto hereby irrevocably and unconditionally
submits, for itself and its property, to the nonexclusive jurisdiction of any
New York State court or federal court of the United States of America sitting in
New York City, and any appellate court from any thereof, in any action or
proceeding arising out of or relating to this Agreement or the other Loan
Documents, or for recognition or enforcement of any judgment, and each of the
parties hereto hereby irrevocably and unconditionally agrees that all claims in
respect of any such action or proceeding may be heard and determined in such New
York State or, to the extent permitted by law, in such federal court. Each of
the parties hereto agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law. Nothing in this Agreement shall
affect any right that any Lender or any Issuing Bank may otherwise have to bring
any action or proceeding relating to this Agreement or the other Loan Documents
against the Borrower or any Loan Party or their properties in the courts of any
jurisdiction.


                                     -103-

<PAGE>

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

          SECTION 9.16. Confidentiality. Each of the Lenders, each Issuing Bank
and each of the Agents agrees that it shall maintain in confidence any
information relating to the Borrower and the other Loan Parties furnished to it
by or on behalf of the Borrower or the other Loan Parties (other than
information that (a) has become generally available to the public other than as
a result of a disclosure by such party, (b) has been independently developed by
such Lender, such Issuing Bank or such Agent without violating this Section 9.16
or (c) was available to such Lender, such Issuing Bank or such Agent from a
third party having, to such person's knowledge, no obligations of
confidentiality to the Borrower or any other Loan Party) and shall not reveal
the same other than to its directors, trustees, officers, employees, advisors
and Affiliates with a need to know or to any person that approves or administers
the Loans on behalf of such Lender (so long as each such person shall have been
instructed to keep the same confidential in accordance with this Section 9.16),
except: (A) to the extent necessary to comply with law or any legal process or
the requirements of any Governmental Authority, the National Association of
Insurance Commissioners or of any securities exchange on which securities of the
disclosing party or any Affiliate of the disclosing party are listed or traded,
(B) as part of the reporting or review procedures to, or examinations by,
Governmental Authorities or self-regulatory authorities, including the National
Association of Insurance Commissioners or the National Association of Securities
Dealers, Inc., (C) to its parent companies, Affiliates or auditors (so long as
each such person shall have been instructed to keep the same confidential in
accordance with this Section 9.16), (D) in order to enforce its rights under any
Loan Document in a legal proceeding, (E) to any pledge under Section 9.04(d) or
any other prospective assignee of, or prospective Participant in, any of its
rights under this Agreement (so long as such person shall have been instructed
to keep the same confidential in accordance with this Section 9.16) and (F) to
any direct or indirect contractual counterparty in Swap Agreements or such
contractual counterparty's professional advisor (so long as such contractual
counterparty or professional advisor to such contractual counterparty agrees to
be bound by the provisions of this Section 9.16).

          SECTION 9.17. Direct Website Communications.

          (a) Delivery. (i) Each Loan Party hereby agrees that it will provide
to the Administrative Agent all information, documents and other materials that
it is obligated to furnish to the Administrative Agent pursuant to this
Agreement and any other Loan Document, including, without limitation, all
notices, requests, financial statements, financial and other reports,
certificates and other information materials, but excluding any such
communication that (A) relates to a request for a new, or a conversion of an
existing, borrowing or other extension of credit (including any election of an
interest rate or interest period relating thereto), (B) relates to the payment
of any principal or other amount due under this Agreement prior to the scheduled
date therefor, (C) provides notice of any Default or Event of Default under this
Agreement or (D) is required to be delivered to satisfy any condition precedent
to the effectiveness of this Agreement and/or any borrowing or other extension
of credit hereunder (all such non-excluded communications collectively, the
"Communications"), by transmitting the Communications in an electronic/soft
medium in a format acceptable to the Administrative Agent. Information required
to be delivered pursuant to this Agreement (to the extent not made available as
set forth above) shall be deemed to have been delivered to the Administrative
Agent on the date on which the Borrower provides written notice to the
Administrative Agent that such information has been posted on the Borrower's
website on the Internet at www.nuance.com (to the extent such information has
been posted or is available as described


                                     -104-

<PAGE>
in such notice). In addition, each Loan Party agrees to continue to provide the
Communications to the Administrative Agent in the manner specified in this
Agreement or any other Loan Document but only to the extent requested by the
Administrative Agent. Nothing in this Section 9.17 shall prejudice the right of
the Agents, the Joint Lead Arrangers or any Lender or any Loan Party to give any
notice or other communication pursuant to this Agreement or any other Loan
Document in any other manner specified in this Agreement or any other Loan
Document.

               (ii) The Administrative Agent agrees that receipt of the
Communications by the Administrative Agent at its e-mail address set forth above
shall constitute effective delivery of the Communications to the Administrative
Agent for purposes of the Loan Documents. Each Lender agrees that notice to it
(as provided in the next sentence) specifying that the Communications have been
posted to the Platform (as defined below) shall constitute effective delivery of
the Communications to such Lender for purposes of the Loan Documents. Each
Lender agrees (A) to notify the Administrative Agent in writing (including by
electronic communication) from time to time of such Lender's e-mail address to
which the foregoing notice may be sent by electronic transmission and (B) that
the foregoing notice may be sent to such e-mail address.

          (b) Posting. Each Loan Party further agrees that the Administrative
Agent may make the Communications available to the Lenders by posting the
Communications on Intralinks or a substantially similar electronic transmission
system (the "Platform").

          (c) Platform. The Platform is provided "as is" and "as available." The
Agent Parties (as defined below) do not warrant the accuracy or completeness of
the Communications, or the adequacy of the Platform and expressly disclaim
liability for errors or omissions in the Communications. No warranty of any
kind, express, implied or statutory, including, without limitation, any warranty
of merchantability, fitness for a particular purpose, non-infringement of third
party rights or freedom from viruses or other code defects, is made by any Agent
Party in connection with the Communications or the Platform. In no event shall
the Administrative Agent or any of its affiliates or any of their respective
officers, directors, employees, agents, advisors or representatives
(collectively, "Agent Parties") have any liability to the Loan Parties, any
Lender or any other person or entity for damages of any kind, including, without
limitation, direct or indirect, special, incidental or consequential damages,
losses or expenses (whether in tort, contract or otherwise) arising out of any
Loan Party's or the Administrative Agent's transmission of communications
through the internet, except to the extent the liability of any Agent Party is
found in a final non-appealable judgment by a court of competent jurisdiction to
have resulted primarily from such Agent Party's gross negligence or willful
misconduct.

          SECTION 9.18. Release of Liens and Guarantees. In the event that any
Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of
all or any portion of any of the Equity Interests or assets of any Subsidiary
Loan Party to a person that is not (and is not required to become) a Loan Party
in a transaction not prohibited by Section 6.05, the Administrative Agent shall
promptly (and the Lenders hereby authorize the Administrative Agent to) take
such action and execute any such documents as may be reasonably requested by the
Borrower and at the Borrower's expense to release any Liens created by any Loan
Document in respect of such Equity Interests, and, in the case of a disposition
of the Equity Interests of any Subsidiary Loan Party in a transaction permitted
by Section 6.05 and as a result of which such Subsidiary Loan Party would cease
to be a Subsidiary, terminate such Subsidiary Loan Party's obligations under its
Guarantee. In addition, the Administrative Agent agrees to take such actions as
are reasonably requested by the Borrower and at the Borrower's expense to
terminate the Liens and security interests created by the Loan Documents when
all the Obligations are paid in full and all Letters of Credit and Commitments
are terminated. Any representation, warranty or covenant contained in any Loan
Document relating to any such Equity Interests, asset or subsidiary of the
Borrower shall no


                                     -105-
<PAGE>

longer be deemed to be made once such Equity Interests or asset is so conveyed,
sold, leased, assigned, transferred or disposed of.

          SECTION 9.19. USA Patriot Act. Each Lender hereby notifies the
Borrower that pursuant to the requirements of the USA Patriot Act (Title III of
Pub. L. 107-56 (signed into law October 26, 2001)) (the "Act"), it is required
to obtain, verify and record information that identifies the Borrower, which
information includes the name and address of the Borrower and other information
that will allow such Lender to identify the Borrower in accordance with the Act.

          SECTION 9.20. Dollar Equivalent Calculations. For purposes of this
Agreement, the Dollar Equivalent of the stated amount of each Letter of Credit
that is an Alternate Currency Letter of Credit shall be calculated on the date
when any such Letter of Credit is issued, on the first Business Day of each
month and at such other times as designated by the Administrative Agent. Such
Dollar Equivalent shall remain in effect until the same is recalculated by the
Administrative Agent as provided above and notice of such recalculation is
received by Borrower, it being understood that until such notice of such
recalculation is received, the Dollar Equivalent shall be that Dollar Equivalent
as last reported to Borrower by the Administrative Agent. The Administrative
Agent shall promptly notify Borrower and the Lenders of each such determination
of the Dollar Equivalent.

          SECTION 9.21. Judgment Currency

          (a) Borrower's obligation hereunder and under the other Loan Documents
to make payments in the applicable Approved Currency (pursuant to such
obligation, the "Obligation Currency") shall not be discharged or satisfied by
any tender or recovery pursuant to any judgment expressed in or converted into
any currency other than the Obligation Currency, except to the extent that such
tender or recovery results in the effective receipt by the Administrative Agent
or the respective Lender of the full amount of the Obligation Currency expressed
to be payable to the Administrative Agent or such Lender under this Agreement or
the other Loan Documents. If, for the purpose of obtaining or enforcing judgment
against Borrower in any court or in any jurisdiction, it becomes necessary to
convert into or from any currency other than the Obligation Currency (such other
currency being hereinafter referred to as the "Judgment Currency") an amount due
in the Obligation Currency, the conversion shall be made at the Relevant
Currency Equivalent, and in the case of other currencies, the rate of exchange
(as quoted by the Administrative Agent or if the Administrative Agent does not
quote a rate of exchange on such currency, by a known dealer in such currency
designated by the Administrative Agent) determined, in each case, as of the
Business Day immediately preceding the day on which the judgment is given (such
Business Day being hereinafter referred to as the "Judgment Currency Conversion
Date").

          (b) If there is a change in the rate of exchange prevailing between
the Judgment Currency Conversion Date and the date of actual payment of the
amount due, Borrower covenants and agrees to pay, or cause to be paid, such
additional amounts, if any (but in any event not a lesser amount) as may be
necessary to ensure that the amount paid in the Judgment Currency, when
converted at the rate of exchange prevailing on the date of payment, will
produce the amount of the Obligation Currency which could have been purchased
with the amount of Judgment Currency stipulated in the judgment or judicial
award at the rate of exchange prevailing on the Judgment Currency Conversion
Date.

          (c) For purposes of determining the Relevant Currency Equivalent or
any other rate of exchange for this Section 9.21, such amounts shall include any
premium and costs payable in connection with the purchase of the Obligation
Currency.

                            [Signature Pages Follow]


                                      -106-

<PAGE>

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

                                        NUANCE COMMUNICATIONS, INC.,
                                        as Borrower


                                        By: /s/ Paul A. Ricci
                                            ------------------------------------
                                        Name: Paul A. Ricci
                                        Title: Chief Executive Officer


                                       S-1

<PAGE>

                                        UBS AG, STAMFORD BRANCH,
                                        as Administrative Agent and Issuing Bank


                                        By: /s/ Richard L. Tavrow
                                            ------------------------------------
                                        Name: Richard L. Tavrow
                                        Title: Director


                                        By: /s/ Irja R. Otsa
                                            ------------------------------------
                                        Name: Irja R. Otsa
                                        Title: Associate Director


                                        UBS LOAN FINANCE LLC, as Swingline
                                        Lender


                                        By: /s/ Richard L. Tavrow
                                            ------------------------------------
                                        Name: Richard L. Tavrow
                                        Title: Director


                                        By: /s/ Irja R. Otsa
                                            ------------------------------------
                                        Name: Irja R. Otsa
                                        Title: Associate Director

<PAGE>

                                        UBS SECURITIES LLC
                                        as Joint Lead Arranger and Joint
                                        Bookrunner


                                        By: /s/ James Boland
                                            ------------------------------------
                                        Name: James Boland
                                              ----------------------------------
                                        Title: Managing Director
                                               ---------------------------------


                                        By: /s/ Lauren Clancy
                                            ------------------------------------
                                        Name: Lauren Clancy
                                              ----------------------------------
                                        Title: Director
                                               ---------------------------------


<PAGE>

                                        CREDIT SUISSE SECURITIES (USA) LLC
                                        as Syndication Agent, Joint Lead
                                        Arranger and Joint Bookrunner


                                        By: /s/   Joseph Adipetro
                                            ------------------------------------
                                        Name:     Joseph Adipetro
                                              ----------------------------------
                                        Title:    Managing Director
                                               ---------------------------------

<PAGE>

                                        CREDIT SUISSE, CAYMAN ISLANDS BRANCH,
                                        as a Lender


                                        By: /s/ David Dodd
                                            ------------------------------------
                                        Name: David Dodd
                                        Title: Vice President


                                        By: /s/ Mikhail Faybusovich
                                            ------------------------------------
                                        Name: Mikhail Faybusovich
                                        Title: Vice President

<PAGE>

                                        CITICORP NORTH AMERICA, INC.
                                        as Documentation Agent and as a Lender


                                        By: /s/ Caesar W. Wyszomirski
                                            ------------------------------------
                                        Name: Caesar W. Wyszomirski
                                        Title: Director and Vice President

<PAGE>

                                        CITIGROUP GLOBAL MARKETS INC.
                                        as Co-Arranger and Joint Bookrunner


                                        By: /s/ Caesar Wyszomirski
                                            ------------------------------------
                                        Name: Caesar Wyszomirski
                                              ----------------------------------
                                        Title: Director
                                               ---------------------------------

<PAGE>

                                        BANK OF AMERICA, N.A.,
                                        as Issuing Bank and as a Lender


                                        By: /s/ Alysa A. Trakas
                                            ------------------------------------
                                        Name: Alysa A. Trakas
                                        Title: Vice President

<PAGE>

                                        BANC OF AMERICA SECURITIES LLC
                                        as Co-Arranger


                                        By: /s/ Mark Stephanz
                                            ------------------------------------
                                        Name: Mark Stephanz
                                              ----------------------------------
                                        Title: Managing Director
                                               ---------------------------------