<PAGE>

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                                                                    EXHIBIT 10.1

                                CREDIT AGREEMENT

                           Dated as of August 29, 2003

                                      among

                            SEROLOGICALS CORPORATION,
                                as the Borrower,

               THE SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN,
                               as the Guarantors,

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

                                       and

                              JP MORGAN CHASE BANK,
                              as Syndication Agent

                         The Other Lenders Party Hereto

                                  Arranged By:

                              BANK OF AMERICA, N.A.

                                       and

                              JP MORGAN CHASE BANK,
                                 as Co-Arrangers

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<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                         <C>
ARTICLE I  DEFINITIONS AND ACCOUNTING TERMS.............................................................     1
1.01     Defined Terms..................................................................................     1
1.02     Other Interpretive Provisions..................................................................    21
1.03     Accounting Terms...............................................................................    22
1.04     Rounding.......................................................................................    22
1.05     References to Agreements and Laws..............................................................    22
1.06     Times of Day...................................................................................    22
1.07     Letter of Credit Amounts.......................................................................    23
1.08     Fiscal Quarter Dates...........................................................................    23
ARTICLE II  THE COMMITMENTS AND CREDIT EXTENSIONS.......................................................    23
2.01     Revolving Loans................................................................................    23
2.02     Borrowings, Conversions and Continuations of Loans.............................................    23
2.03     Letters of Credit..............................................................................    24
2.04     Prepayments....................................................................................    31
2.06     Repayment of Loans.............................................................................    32
2.07     Interest.......................................................................................    32
2.08     Fees...........................................................................................    33
2.10     Evidence of Debt...............................................................................    33
2.11     Payments Generally.............................................................................    34
2.12     Sharing of Payments............................................................................    35
ARTICLE III  TAXES, YIELD PROTECTION AND ILLEGALITY.....................................................    36
3.01     Taxes..........................................................................................    36
3.02     Illegality.....................................................................................    37
3.03     Inability to Determine Rates...................................................................    37
3.04     Increased Cost and Reduced Return; Capital Adequacy............................................    38
3.05     Funding Losses.................................................................................    38
3.06     Matters Applicable to all Requests for Compensation............................................    39
3.07     Survival.......................................................................................    39
ARTICLE IV  GUARANTY....................................................................................    39
4.01     The Guaranty...................................................................................    39
4.02     Obligations Unconditional......................................................................    39
4.03     Reinstatement..................................................................................    40
4.04     Certain Additional Waivers.....................................................................    40
4.05     Remedies.......................................................................................    41
4.06     Rights of Contribution.........................................................................    41
4.07     Guarantee of Payment; Continuing Guarantee.....................................................    42
ARTICLE V  CONDITIONS PRECEDENT TO CREDIT EXTENSIONS....................................................    42
5.01     Conditions of Initial Credit Extension.........................................................    42
5.02     Conditions to all Credit Extensions............................................................    44
ARTICLE VI  REPRESENTATIONS AND WARRANTIES..............................................................    45
6.01     Existence, Qualification and Power.............................................................    45
6.02     Authorization; No Contravention................................................................    45
6.03     Governmental Authorization; Other Consents.....................................................    46
</TABLE>

                                       i
<PAGE>

<TABLE>
<S>                                                                                                         <C>
6.04     Binding Effect.................................................................................    46
6.05     Financial Statements; No Material Adverse Effect...............................................    46
6.06     Litigation.....................................................................................    47
6.07     No Default.....................................................................................    47
6.08     Ownership of Property; Liens...................................................................    47
6.09     Environmental Compliance.......................................................................    47
6.10     Insurance......................................................................................    48
6.11     Taxes..........................................................................................    48
6.12     ERISA Compliance...............................................................................    48
6.13     Subsidiaries...................................................................................    49
6.14     Margin Regulations; Investment Company Act; Public Utility Holding Company Act.................    49
6.15     Disclosure.....................................................................................    49
6.16     Compliance with Laws...........................................................................    50
6.17     Intellectual Property; Licenses, Etc...........................................................    50
6.18     Solvency.......................................................................................    50
6.19     Perfection of Security Interests in the Collateral.............................................    50
6.20     Business Locations.............................................................................    50
6.21     Brokers' Fees..................................................................................    51
6.22     Labor Matters..................................................................................    51
6.23     Tax Shelter Regulations........................................................................    51
6.25     Inactive Subsidiaries..........................................................................    51
ARTICLE VII  AFFIRMATIVE COVENANTS......................................................................    51
7.01     Financial Statements...........................................................................    51
7.02     Certificates; Other Information................................................................    52
7.03     Notices........................................................................................    54
7.04     Payment of Obligations.........................................................................    54
7.05     Preservation of Existence, Etc.................................................................    55
7.06     Maintenance of Properties......................................................................    55
7.07     Maintenance of Insurance.......................................................................    55
7.08     Compliance with Laws...........................................................................    55
7.09     Books and Records..............................................................................    55
7.10     Inspection Rights..............................................................................    55
7.11     Use of Proceeds................................................................................    56
7.12     Additional Subsidiaries........................................................................    56
7.13     ERISA Compliance...............................................................................    57
7.14     Pledged Assets.................................................................................    57
7.15     Post-Closing Deliverables......................................................................    57
ARTICLE VIII  NEGATIVE COVENANTS........................................................................    58
8.01     Liens..........................................................................................    58
8.02     Investments....................................................................................    60
8.03     Indebtedness...................................................................................    61
8.04     Fundamental Changes............................................................................    61
8.05     Dispositions...................................................................................    62
8.06     Restricted Payments............................................................................    62
8.07     Change in Nature of Business...................................................................    63
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                                                         <C>
8.08     Transactions with Affiliates and Insiders......................................................    63
8.09     Burdensome Agreements..........................................................................    63
8.10     [Reserved.]....................................................................................    64
8.11     Financial Covenants............................................................................    64
8.12     Prepayment of Other Indebtedness, Etc..........................................................    64
8.13     Organization Documents; Fiscal Year; Legal Name, State of Formation and Form of Entity.........    64
8.14     Ownership of Subsidiaries; Inactive Subsidiaries...............................................    65
8.15     Sale Leasebacks................................................................................    65
8.16     Capital Expenditures...........................................................................    65
ARTICLE IX  EVENTS OF DEFAULT AND REMEDIES..............................................................    65
9.01     Events of Default..............................................................................    65
9.02     Remedies Upon Event of Default.................................................................    67
9.03     Application of Funds...........................................................................    68
ARTICLE X  ADMINISTRATIVE AGENT.........................................................................    69
10.01    Appointment and Authorization of Administrative Agent..........................................    69
10.02    Delegation of Duties...........................................................................    69
10.03    Liability of Administrative Agent..............................................................    69
10.04    Reliance by Administrative Agent...............................................................    70
10.05    Notice of Default..............................................................................    70
10.06    Credit Decision; Disclosure of Information by Administrative Agent.............................    70
10.07    Indemnification of Administrative Agent........................................................    71
10.08    Administrative Agent in its Individual Capacity................................................    71
10.09    Successor Administrative Agent.................................................................    72
10.10    Administrative Agent May File Proofs of Claim..................................................    72
10.11    Collateral and Guaranty Matters................................................................    73
10.12    Other Agents; Arrangers and Managers...........................................................    73
ARTICLE XI  MISCELLANEOUS...............................................................................    74
11.01    Amendments, Etc................................................................................    74
11.02    Notices and Other Communications; Facsimile Copies.............................................    75
11.03    No Waiver; Cumulative Remedies.................................................................    76
11.04    Attorney Costs, Expenses and Taxes.............................................................    76
11.05    Indemnification by the Borrower................................................................    76
11.06    Payments Set Aside.............................................................................    77
11.07    Successors and Assigns.........................................................................    77
11.08    Confidentiality................................................................................    80
11.09    Set-off........................................................................................    81
11.10    Interest Rate Limitation.......................................................................    81
11.11    Counterparts...................................................................................    81
11.12    Integration....................................................................................    81
11.13    Survival of Representations and Warranties.....................................................    82
11.14    Severability...................................................................................    82
11.15    Tax Forms......................................................................................    82
11.16    Replacement of Lenders.........................................................................    83
11.17    Governing Law..................................................................................    84
11.18    Waiver of Right to Trial by Jury...............................................................    84
</TABLE>

                                       iii
<PAGE>

<TABLE>
<S>                                                                                                         <C>
11.19    Designated Senior Indebtedness.................................................................    85
</TABLE>

                                       iv

<PAGE>

SCHEDULES

         2.01     Commitments and Pro Rata Shares
         6.09     Environmental Matters
         6.10     Insurance
         6.13     Subsidiaries
         6.17     IP Rights
         6.20(a)  Locations of Tangible Personal Property
         6.20(b)  Location of Chief Executive Office
         8.01     Liens Existing on the Closing Date
         8.02     Investments Existing on the Closing Date
         8.03     Indebtedness Existing on the Closing Date
         11.02    Lending Offices; Certain Addresses for Notices

EXHIBITS

         A        Form of Loan Notice
         B        Form of Revolving Note
         C        Form of Compliance Certificate
         D        Form of Assignment and Assumption
         E        Form of Joinder Agreement

                                       v

<PAGE>

                                CREDIT AGREEMENT

         This CREDIT AGREEMENT is entered into as of August 29, 2003 among
SEROLOGICALS CORPORATION, a Delaware corporation (the "Borrower"), the
Guarantors (defined herein), the Lenders (defined herein), BANK OF AMERICA,
N.A., as Administrative Agent and L/C Issuer and JPMORGAN CHASE BANK, as
Syndication Agent.

         The Borrower has requested that the Lenders provide $30,000,000 in
credit facilities for the purposes set forth herein, and the Lenders are willing
to do so on the terms and conditions set forth herein.

         In consideration of the mutual covenants and agreements herein
contained, the parties hereto covenant and agree as follows:

                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

         1.01     Defined Terms.

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

         "Acquisition", by any Person, means the acquisition by such Person, in
a single transaction or in a series of related transactions, of all or
substantially all of the Property of another Person or at least a majority of
the Voting Stock of another Person or all or substantially all of the assets
constituting a division, business segment, product line or business line of
another Person, in each case whether or not involving a merger or consolidation
with such other Person and whether for cash, property, services, assumption of
Indebtedness, securities or otherwise.

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

         "Administrative Agent's Office" means the Administrative Agent's
address set forth on Schedule 11.02 or such other address or account with
respect to such currency as the Administrative Agent may from time to time
notify the Borrower and the Lenders.

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

         "Affiliate" means, with respect to any Person, another Person that
directly, or indirectly through one or more intermediaries, Controls or is
Controlled by or is under common Control with the Person specified. "Control"
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of a Person, whether through the
ability to exercise voting power, by contract or otherwise. "Controlling" and
"Controlled" have meanings correlative thereto. Without limiting the generality
of the foregoing, a Person shall be deemed to be Controlled by another Person if
such other Person possesses, directly or indirectly, power to vote 10% or more
of the securities having ordinary voting power for the election of directors,
managing general partners or the equivalent.

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

<PAGE>

         "Aggregate Revolving Commitments" means the Revolving Commitments of
all the Lenders. The initial amount of the Aggregate Revolving Commitments in
effect on the Closing Date is THIRTY MILLION DOLLARS ($30,000,000).

         "Agreement" means this Credit Agreement, as amended, restated,
modified, supplemented and extended from time to time.

         "Applicable Rate" means the following percentages per annum, based upon
the Consolidated Leverage Ratio as set forth in the most recent Compliance
Certificate received by the Administrative Agent pursuant to Section 7.02(b):

<TABLE>
<CAPTION>
Pricing              Consolidated                                   Letters of Credit and
 Tier               Leverage Ratio               Commitment Fee        Eurodollar Loans         Base Rate Loans
---------------------------------------------------------------------------------------------------------------
<S>      <C>                                     <C>                <C>                         <C>
   1                > 3.50 to 1.0                     .50%                  2.75%                   1.75%
---------------------------------------------------------------------------------------------------------------
   2     < or  = 3.50 to 1.0 but > 3.25 to 1.0        .50%                  2.50%                   1.50%
---------------------------------------------------------------------------------------------------------------
   3     < or  = 3.25 to 1.0 but > 3.00 to 1.0        .50%                  2.25%                   1.25%
---------------------------------------------------------------------------------------------------------------
   4     < or =  3.00 to 1.0                          .50%                  2.00%                   1.00%
---------------------------------------------------------------------------------------------------------------
</TABLE>

Any increase or decrease in the Applicable Rate resulting from a change in the
Consolidated Leverage Ratio shall become effective as of the first Business Day
immediately following the date a Compliance Certificate is required to be
delivered pursuant to Section 7.02(b); provided, however, that if a Compliance
Certificate is not delivered when due in accordance with such Section, then
Pricing Level 1 shall apply as of the first Business Day after the date on which
such Compliance Certificate was required to have been delivered and shall
continue to apply until the first Business Day immediately following the date a
Compliance Certificate is delivered in accordance with Section 7.02(b),
whereupon the Applicable Rate shall be adjusted based upon the calculation of
the Consolidated Leverage Ratio contained in such Compliance Certificate. The
Applicable Rate in effect from the Closing Date through the first Business Day
immediately following the date a Compliance Certificate is required to be
delivered pursuant to Section 7.02(b) for the fiscal quarter ending September
30, 2003 shall be determined based upon Pricing Level 1.

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

         "Attorney Costs" means and includes all reasonable fees, expenses and
disbursements of any law firm or other external counsel.

         "Attributable Indebtedness" means, on any date, (a) in respect of any
Capital Lease of any Person, the capitalized amount thereof that would appear on
a balance sheet of such Person prepared as of such date in accordance with GAAP,
(b) in respect of any Synthetic Lease, the capitalized amount of the remaining
lease payments under the relevant lease that would appear on a balance sheet of
such Person prepared as of such date in accordance with GAAP if such lease were
accounted for as a Capital Lease and (c) in respect of any Securitization
Transaction of any Person, the outstanding principal amount of such financing,
after taking into account reserve accounts and making appropriate adjustments,
determined by the Administrative Agent in its reasonable judgment.

         "Audited Financial Statements" means the audited consolidated balance
sheet of the Borrower and its Subsidiaries for the fiscal year ended December
31, 2002, and the related consolidated statements

                                       2
<PAGE>

of income or operations, shareholders' equity and cash flows for such fiscal
year of the Borrower and its Subsidiaries, including the notes thereto.

         "Availability Period" means, with respect to the Revolving Commitments,
the period from and including the Closing Date to the earliest of (a) the
Maturity Date, (b) the date of termination of the Aggregate Revolving
Commitments pursuant to Section 2.05, and (c) the date of termination of the
commitment of each Lender to make Loans and of the obligation of the of the L/C
Issuer to make L/C Credit Extensions pursuant to Section 9.02.

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

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

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

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

         "Borrowing" means a borrowing consisting of simultaneous Loans of the
same Type and, in the case of Eurodollar Rate Loans, having the same Interest
Period made by each of the Lenders pursuant to Section 2.01.

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

         "Businesses" means, at any time, a collective reference to the
businesses operated by the Borrower and its Subsidiaries at such time.

         "Capital Lease" means, as applied to any Person, any lease of any
Property by that Person as lessee which, in accordance with GAAP, is required to
be accounted for as a capital lease on the balance sheet of that Person.

         "Capital Stock" means (i) in the case of a corporation, capital stock,
(ii) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated) of
capital stock, (iii) in the case of a partnership, partnership interests
(whether general or limited), (iv) in the case of a limited liability company,
membership interests and (v) any other interest or participation that confers on
a Person the right to receive a share of the profits and losses of, or
distributions of assets of, the issuing Person.

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

                                       3
<PAGE>

         "Cash Equivalents" means, as at any date, (a) securities issued or
directly and fully guaranteed or insured by the United States or any agency or
instrumentality thereof (provided that the full faith and credit of the United
States is pledged in support thereof) having maturities of not more than twelve
months from the date of acquisition, (b) Dollar denominated time deposits,
euro-dollar time deposits and certificates of deposit of (i) any Lender, (ii)
any domestic commercial bank of recognized standing having capital and surplus
in excess of $500,000,000 or (iii) any bank whose short-term commercial paper
rating from S&P is at least A-2 or the equivalent thereof or from Moody's is at
least P-2 or the equivalent thereof (any such bank being an "Approved Bank"), in
each case with maturities of not more than 270 days from the date of
acquisition, (c) commercial paper and variable or fixed rate notes issued by any
Approved Bank (or by the parent company thereof) or any variable rate notes
issued by, or guaranteed by, any domestic corporation rated A-2 (or the
equivalent thereof) or better by S&P or P-2 (or the equivalent thereof) or
better by Moody's and maturing within six months of the date of acquisition, (d)
repurchase agreements entered into by any Person with a bank or trust company
(including any of the Lenders) or recognized securities dealer having capital
and surplus in excess of $500,000,000 for direct obligations issued by or fully
guaranteed by the United States in which such Person shall have a perfected
first priority security interest (subject to no other Liens) and (e)
Investments, classified in accordance with GAAP as current assets, in money
market investment programs registered under the Investment Company Act of 1940,
as amended, which are administered by reputable financial institutions having
capital of at least $500,000,000 and the portfolios of which are limited to
Investments of the character described in the foregoing subdivisions (a) through
(d).

         "Change of Control" means an event or series of events by which:

                  (a)      any "person" or "group" (as such terms are used in
         Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but
         excluding any employee benefit plan of such person or its subsidiaries,
         and any person or entity acting in its capacity as trustee, agent or
         other fiduciary or administrator of any such plan) becomes the
         "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the
         Securities Exchange Act of 1934, except that a person or group shall be
         deemed to have "beneficial ownership" of all Capital Stock that such
         person or group has the right to acquire (such right, an "option
         right"), whether such right is exercisable immediately or only after
         the passage of time), directly or indirectly, of thirty percent (30%)
         of the Capital Stock of the Borrower entitled to vote for members of
         the board of directors or equivalent governing body of the Borrower on
         a fully diluted basis (and taking into account all such securities that
         such person or group has the right to acquire pursuant to any option
         right);

                  (b)      during any period of 24 consecutive months, a
         majority of the members of the board of directors or other equivalent
         governing body of the Borrower cease to be composed of individuals (i)
         who were members of that board or equivalent governing body on the
         first day of such period, (ii) whose election or nomination to that
         board or equivalent governing body was approved by individuals referred
         to in clause (i) above constituting at the time of such election or
         nomination at least a majority of that board or equivalent governing
         body or (iii) whose election or nomination to that board or other
         equivalent governing body was approved by individuals referred to in
         clauses (i) and (ii) above constituting at the time of such election or
         nomination at least a majority of that board or equivalent governing
         body (excluding, in the case of both clause (ii) and clause (iii), any
         individual whose initial nomination for, or assumption of office as, a
         member of that board or equivalent governing body occurs as a result of
         an actual or threatened solicitation of proxies or consents for the
         election or removal of one or more directors by any person or group
         other than a solicitation for the election of one or more directors by
         or on behalf of the board of directors); or

                  (c)      the occurrence of a "Fundamental Change" (or any
         comparable term) under, and as defined in, the Convertible Senior
         Subordinated Debentures Documents.

                                       4
<PAGE>

         "Chemicon" means, collectively, Chemicon International, Inc., a
California corporation, Chemicon Australia Pty, Ltd and their Subsidiaries.

         "Closing Date" means the date hereof.

         "Collateral" means a collective reference to all real and personal
Property with respect to which Liens in favor of the Administrative Agent are
purported to be granted pursuant to and in accordance with the terms of the
Collateral Documents.

         "Collateral Documents" means a collective reference to the Security
Agreement, the Pledge Agreement and such other security documents as may be
executed and delivered by the Loan Parties pursuant to the terms of Section 7.14
and/or Section 7.15.

         "Commitment" means, as to each Lender, the Revolving Commitment of such
Lender.

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

         "Consolidated Capital Expenditures" means, for any period, for the
Borrower and its Subsidiaries on a consolidated basis, all capital expenditures,
as determined in accordance with GAAP; provided, however, that Consolidated
Capital Expenditures shall not include (a) expenditures made with proceeds of
any Involuntary Disposition to the extent such expenditures are used to purchase
Property that is the same as or similar to the Property subject to such
Involuntary Disposition, (b) Permitted Acquisitions or (c) up to $27,000,000 of
expenditures incurred by December 31, 2004 for the construction of the facility
in Lawrence, Kansas, owned by the Borrower or one of its Subsidiaries of which
not more that $24,000,000 may be expended in the Borrower's fiscal year ending
December 31, 2003.

         "Consolidated EBITDA" means, for any period, for the Borrower and its
Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income
for such period plus the following to the extent deducted in calculating such
Consolidated Net Income: (a) Consolidated Interest Charges for such period, (b)
the provision for federal, state, local and foreign income taxes, franchise
taxes and net worth expense (including all single business tax expenses imposed
by state law) payable by the Borrower and its Subsidiaries for such period, (c)
the amount of depreciation and amortization expense for such period, all as
determined in accordance with GAAP, (d) amortization of intangibles (including,
but not limited to, goodwill) and organization costs, (e) any extraordinary,
unusual, non-recurring expenses or losses (including, whether or not otherwise
includable as a separate item in the statement of such Consolidated Net Income
for such period, losses on sales of assets outside of the ordinary course of
business), provided that the amounts referred to in this clause (e) (i) shall be
cash expenses or losses or, if non-cash, shall be reasonably expected to result
in a cash payment in a subsequent fiscal quarter and (ii) shall not, in the
aggregate, exceed (A) $3,000,000 in the Borrower's fiscal year ending December
31, 2003 and (B) $2,000,000 in any fiscal year of the Borrower thereafter, (f)
non-cash expenses during such period resulting from the grant of stock options
or other equity interests to management and employees, and (g) any other
non-cash charges, and minus, to the extent included in calculating such
Consolidated Net Income, (a) the sum of (i) interest income (except to the
extent deducted in determining Consolidated Interest Charges), (ii) any
extraordinary, unusual or non-recurring income or gains (including, whether or
not otherwise includable as a separate item in the statement of such
Consolidated Net Income for such period, gains on the sales of assets outside of
the ordinary course of business), (iii) any other non-cash income and (iv)
income tax credits (to the extent not netted from income tax expense), and (b)
any cash payments made during such period in respect of items described in
clause (g) above subsequent to the fiscal quarter in which the relevant non-cash
charges were reflected as a charge in the statement of Consolidated Net Income;
provided, however, that (1) Consolidated EBITDA for the four fiscal quarter

                                       5
<PAGE>

period ending September 30, 2003 shall be calculated as Consolidated EBITDA for
the fiscal quarter period ending September 30, 2003 multiplied by four, (2)
Consolidated EBITDA for the four fiscal quarter period ending December 31, 2003
shall be calculated as Consolidated EBITDA for the two fiscal quarter period
ending December 31, 2003 multiplied by two, and (3) Consolidated EBITDA for the
four fiscal quarter period ending March 31, 2003 shall be calculated as
Consolidated EBITDA for the three fiscal quarters ending March 31, 2003
multiplied by one and one third.

         "Consolidated EBITDAR" means, for any period, for the Borrower and its
Subsidiaries on a consolidated basis, an amount equal to the sum of (i)
Consolidated EBITDA for such period plus (ii) Consolidated Lease Expense for
such period; provided, however, that (1) Consolidated EBITDAR for the four
fiscal quarter period ending September 30, 2003 shall be calculated as
Consolidated EBITDAR for the fiscal quarter period ending September 30, 2003
multiplied by four, (2) Consolidated EBITDAR for the four fiscal quarter period
ending December 31, 2003 shall be calculated as Consolidated EBITDAR for the two
fiscal quarter period ending December 31, 2003 multiplied by two, and (3)
Consolidated EBITDAR for the four fiscal quarter period ending March 31, 2003
shall be calculated as Consolidated EBITDAR for the three fiscal quarters ending
March 31, 2003 multiplied by one and one third.

         "Consolidated Fixed Charge Coverage Ratio" means, as of any date of
determination, the ratio of (a) Consolidated EBITDAR for the period of the four
fiscal quarters most recently ended for which the Borrower has delivered
financial statements pursuant to Section 7.01(a) or (b) to (b) Consolidated
Fixed Charges for the period of the four fiscal quarters most recently ended for
which the Borrower has delivered financial statements pursuant to Section
7.01(a) or (b).

         "Consolidated Fixed Charges" means, for any period, for the Borrower
and its Subsidiaries on a consolidated basis, an amount equal to the sum of (i)
Consolidated Interest Charges for such period plus (ii) provision for cash
income taxes made by the Borrower or any of its Subsidiaries on a consolidated
basis in respect for such period, plus (iii) Consolidated Lease Expense for such
period, plus (iv) Consolidated Scheduled Funded Debt Payments for such period
plus (v) the aggregate amount actually paid by the Borrower and its Subsidiaries
in cash during such period on account of Consolidated Capital Expenditures;
provided, however, that (1) Consolidated Fixed Charges for the four fiscal
quarter period ending September 30, 2003 shall be calculated as Consolidated
Fixed Charges for the fiscal quarter period ending September 30, 2003 multiplied
by four, (2) Consolidated Fixed Charges for the four fiscal quarter period
ending December 31, 2003 shall be calculated as Consolidated Fixed Charges for
the two fiscal quarter period ending December 31, 2003 multiplied by two, and
(3) Consolidated Fixed Charges for the four fiscal quarter period ending March
31, 2003 shall be calculated as Consolidated Fixed Charges for the three fiscal
quarters ending March 31, 2003 multiplied by one and one third.

         "Consolidated Funded Indebtedness" means Funded Indebtedness of the
Borrower and its Subsidiaries on a consolidated basis determined in accordance
with GAAP.

         "Consolidated Interest Charges" means, for any period, for the Borrower
and its Subsidiaries on a consolidated basis, an amount equal to the sum of (i)
all cash interest, premium payments, debt discount, fees, charges and related
expenses of the Borrower and its Subsidiaries in connection with borrowed money
(including capitalized interest) or in connection with the deferred purchase
price of assets (including, without limitation, all commissions, discounts and
other fees and charges owed by the Borrower or any of its Subsidiaries with
respect to letters of credit and bankers' acceptance financing and net costs of
the Borrower or any of its Subsidiaries under Swap Contracts in respect of
interest rates) to the extent such costs are allocable to such period, in each
case to the extent treated as interest in accordance with GAAP, and (ii) the
portion of rent expense of the Borrower and its Subsidiaries with respect to
such period under Capital Leases that is treated as interest in accordance with
GAAP.

                                       6
<PAGE>

         "Consolidated Lease Expense" means, for any period, for the Borrower
and its Subsidiaries on a consolidated basis, the aggregate amount of fixed and
contingent rentals payable in cash for such period with respect to leases of
real and personal property, determined on a consolidated basis in accordance
with GAAP (but excluding amounts in respect of taxes, common area maintenance,
insurance, utility payments and similar items in the case of gross leases);
provided that payments in respect of Capital Leases shall not constitute
Consolidated Lease Expense.

         "Consolidated Leverage Ratio" means, as of any date of determination,
the ratio of (a) Consolidated Funded Indebtedness as of such date to (b)
Consolidated EBITDA for the period of the four fiscal quarters most recently
ended for which the Borrower has delivered financial statements pursuant to
Section 7.01(a) or (b).

         "Consolidated Net Income" means, for any period, for the Borrower and
its Subsidiaries on a consolidated basis, the net income of the Borrower and its
Subsidiaries for that period; provided that, in calculating Consolidated Net
Income of the Borrower and its Subsidiaries for any period, there shall be
excluded (a) the income (or deficit) of any Person accrued prior to the date it
becomes a Subsidiary of the Borrower or is merged into or consolidated with the
Borrower or any of its Subsidiaries, (b) the income (or deficit) of any Person
(other than a Subsidiary of the Borrower) in which the Borrower or any of its
Subsidiaries has an ownership interest, except to the extent that any such
income is actually received by the Borrower or such Subsidiary in the form of
dividends or similar distributions, (c) the undistributed earnings of any
Subsidiary of the Borrower to the extent that the declaration or payment of
dividends or similar distributions by such Subsidiary is not at the time
permitted by the terms of any Contractual Obligation (other than under any Loan
Document), Organization Document or Law applicable to such Subsidiary and (d)
solely with respect to the four fiscal quarter periods ended on September 30,
2003 and December 31, 2003, the income (or deficit) attributable to the
Therapeutics Division, provided that if either (i) the Therapeutics Division has
not been sold in a Disposition permitted hereby by December 31, 2003 or (ii) the
operations thereof have not been permanently discontinued by December 31, 2003,
this clause (d) shall be of no further effect.

         "Consolidated Scheduled Funded Debt Payments" means for any period for
the Borrower and its Subsidiaries on a consolidated basis, the sum of all
scheduled payments of principal on Consolidated Funded Indebtedness, as
determined in accordance with GAAP. For purposes of this definition, "scheduled
payments of principal" (a) shall be determined without giving effect to any
reduction of such scheduled payments resulting from the application of any
voluntary or mandatory prepayments made during the applicable period, (b) shall
be deemed to include the Attributable Indebtedness in respect of Capital Leases
and Synthetic Leases and (c) shall not include any voluntary prepayments or
mandatory prepayments required pursuant to Section 2.05.

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

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

         "Convertible Senior Subordinated Debentures" means those 4.75%
Convertible Senior Subordinated Debentures of the Borrower due 2033 issued
pursuant to the Indenture, as in effect on the Closing Date and as the same may
be amended, modified or supplemented from time to time in accordance with the
terms hereof and thereof.

         "Convertible Senior Subordinated Debentures Documents" means the
Convertible Senior Subordinated Debentures, the Indenture and all other
documents executed and delivered in respect of the

                                       7
<PAGE>

Convertible Senior Subordinated Debentures and the Indenture, in each case as in
effect on the Closing Date and as the same may be amended, modified or
supplemented from time to time in accordance with the terms hereof and thereof.

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

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

         "Default" means any event or condition that constitutes an Event of
Default or that, with the giving of any notice, the passage of time, or both,
would be an Event of Default.

         "Default Rate" means an interest rate equal to (a) the Base Rate plus
(b) the Applicable Rate, if any, applicable to Base Rate Loans plus (c) 2% per
annum; provided, however, that with respect to a Eurodollar Rate Loan, the
Default Rate shall be an interest rate equal to the interest rate (including any
Applicable Rate) otherwise applicable to such Loan plus 2% per annum, in each
case to the fullest extent permitted by applicable Laws.

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

         "Disposition" or "Dispose" means the sale, transfer, license, lease or
other disposition (including any Sale and Leaseback Transaction) of any Property
by the Borrower or any Subsidiary (including the Capital Stock of any
Subsidiary), including any sale, assignment, transfer or other disposal, with or
without recourse, of any notes or accounts receivable or any rights and claims
associated therewith, but excluding (i) the sale, lease, license, transfer or
other disposition of inventory in the ordinary course of business of the
Borrower and its Subsidiaries, (ii) the sale, lease, license, transfer or other
disposition of machinery and equipment no longer used or useful in the conduct
of business of the Borrower and its Subsidiaries, (iii) any sale, lease,
license, transfer or other disposition of Property by the Borrower or any
Subsidiary to any Loan Party, provided that the Loan Parties shall cause to be
executed and delivered such documents, instruments and certificates as the
Administrative Agent may request so as to cause the Loan Parties to be in
compliance with the terms of Section 7.14 after giving effect to such
transaction, (iv) the sale, transfer or other disposition of "margin stock"
within the meaning of Regulation U, (v) any Involuntary Disposition by the
Borrower or any Subsidiary, (vi) any Disposition by the Borrower or any
Subsidiary to the extent constituting a Permitted Investment, (vii) any sale,
lease, license, transfer or other disposition of Property by any Subsidiary that
is not a Loan Party to another Subsidiary that is not a Loan Party, (viii) the
licensing of IP Rights to third Persons in the ordinary course of business on
customary and arm's length terms, (ix) Restricted Payments permitted by Section
8.06, (x) any sale or issuance of any Subsidiary's Capital Stock to the Borrower
or any Guarantor and (xi) the sale, transfer or other disposition of the assets
or Capital Stock of any Inactive Subsidiary.

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

                                       8
<PAGE>

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

         "Eligible Assignee" has the meaning specified in Section 11.07(g).

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

         "Environmental Liability" means any liability, contingent or otherwise
(including any liability for damages, costs of environmental remediation, fines,
penalties or indemnities), of the Borrower, any other Loan Party or any of their
respective Subsidiaries directly or indirectly resulting from or based upon (a)
violation of any Environmental Law, (b) the generation, use, handling,
transportation, storage, treatment or disposal of any Hazardous Materials, (c)
exposure to any Hazardous Materials, (d) the release or threatened release of
any Hazardous Materials into the environment or (e) any contract, agreement or
other consensual arrangement pursuant to which liability is assumed or imposed
with respect to any of the foregoing.

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

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

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

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

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

                  (b)      if the rate referenced in the preceding clause (a)
         does not appear on such page or service or such page or service shall
         not be available, the rate

                                       9
<PAGE>

         determined by the Administrative Agent to be the offered rate on such
         other page or other service that displays an average British Bankers
         Association Interest Settlement Rate for deposits in the relevant
         currency (for delivery on the first day of such Interest Period) with a
         term equivalent to such Interest Period, determined as of approximately
         11:00 a.m. (London time) two Business Days prior to the first day of
         such Interest Period, or

                  (c)      if the rates referenced in the preceding clauses (a)
         and (b) are not available, the rate per annum (rounded upward to the
         next 1/100th of 1%) determined by the Administrative Agent as the rate
         of interest at which deposits in the relevant currency for delivery on
         the first day of such Interest Period in same day funds in the
         approximate amount of the Eurodollar Rate Loan being made, continued or
         converted by Bank of America and with a term equivalent to such
         Interest Period would be offered by Bank of America's London Branch or
         London Affiliate to major banks in the offshore interbank eurodollar
         market for such currency at their request at approximately 11:00 a.m.
         (London time) two Business Days prior to the first day of such Interest
         Period.

         "Eurodollar Rate" means for any Interest Period with respect to any
Eurodollar Rate Loan, a rate per annum determined by the Administrative Agent to
be equal to the quotient obtained by dividing (a) the Eurodollar Base Rate for
such Eurodollar Loan for such Interest Period by (b) one minus the Eurodollar
Reserve Percentage for such Eurodollar Loan for such Interest Period.

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

         "Eurodollar Reserve Percentage" means, for any day during any Interest
Period, the reserve percentage (expressed as a decimal, carried out to five
decimal places) in effect on such day, whether or not applicable to any Lender,
under regulations issued from time to time by the FRB for determining the
maximum reserve requirement (including any emergency, supplemental or other
marginal reserve requirement) with respect to Eurodollar funding (currently
referred to as "Eurodollar liabilities"). The Eurodollar Rate for each
outstanding Eurodollar Rate Loan shall be adjusted automatically as of the
effective date of any change in the Eurodollar Reserve Percentage.

         "Event of Default" has the meaning specified in Section 9.01.

         "Excluded Property" means, with respect to any Loan Party, including
any Person that becomes a Loan Party after the Closing Date as contemplated by
Section 7.12, (a) any personal Property which is located outside of the United
States, (b) any personal Property (including, without limitation, motor
vehicles) in respect of which perfection of a Lien is not either (i) governed by
the Uniform Commercial Code or (ii) effected by appropriate evidence of the Lien
being filed in either the United States Copyright Office or the United States
Patent and Trademark Office, and (c) any Property which, subject to the terms of
Section 8.09, is subject to a Lien of the type described in Section 8.01(i)
pursuant to documents which prohibit such Loan Party from granting any other
Liens in such Property.

         "Existing Credit Agreement" means that Credit Agreement dated as of
April 7, 2003 among Serologicals Corporation, certain banks and financial
institutions, as lenders, and UBS AG, Stamford Branch, as administrative agent.

         "Existing Letter of Credit" means that certain Irrevocable Standby
Letter of Credit issued by Bank of America, N.A., for the benefit of the
Minister of Finance, Province of Ontario, Land Transfer Section, Motor Fuels and
Tobacco Tax Branch, in the stated amount of CAD 422,247.72 with an expiry of
March 31, 2006.

                                       10
<PAGE>

         "Facilities" means, at any time, a collective reference to the
facilities and real properties owned, leased or operated by the Borrower or any
Subsidiary.

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

         "Fee Letter" means the letter agreement, dated August 11, 2003 among
the Borrower and the Administrative Agent.

         "First-Tier Foreign Subsidiary" means each Foreign Subsidiary that is
owned directly by the Borrower or a Guarantor.

         "Foreign Lender" has the meaning specified in Section 11.15(a)(i).

         "Foreign Subsidiary" means any Subsidiary that is not a Domestic
Subsidiary.

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

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

                  (a)      all obligations for borrowed money, whether current
         or long-term (including the Obligations) and all obligations of such
         Person evidenced by bonds, debentures, notes, loan agreements or other
         similar instruments;

                  (b)      all purchase money Indebtedness;

                  (c)      all obligations arising under letters of credit
         (other than trade letters of credit), bankers' acceptances, bank
         guaranties, surety bonds and similar instruments (less the amount of
         cash collateral securing the same);

                  (d)      all obligations in respect of the deferred purchase
         price of property or services (other than trade accounts payable in the
         ordinary course of business);

                  (e)      the Attributable Indebtedness of Capital Leases and
         Synthetic Leases;

                  (f)      the Attributable Indebtedness of Securitization
         Transactions;

                  (g)      all preferred stock or other equity interests
         providing for mandatory redemptions, sinking fund or like payments
         prior to the Maturity Date; and

                  (h)      all Guarantees with respect to Indebtedness of the
         types specified in clauses (a) through (g) above of another Person; and

                                       11
<PAGE>

                  (i)      all Indebtedness of the types referred to in clauses
         (a) through (h) above of any partnership or joint venture (other than a
         joint venture that is itself a corporation or limited liability
         company) in which such Person is a general partner or joint venturer,
         except to the extent that Indebtedness is expressly made non-recourse
         to such Person.

         For purposes hereof, the amount of any Guarantee shall be the amount of
the Indebtedness subject to such Guarantee.

         "GAAP" means generally accepted accounting principles in the United
States set forth in the opinions and pronouncements of the Accounting Principles
Board and the American Institute of Certified Public Accountants and statements
and pronouncements of the Financial Accounting Standards Board, consistently
applied.

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

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

         "Guaranty" means the Guaranty made by the Guarantors in favor of the
Administrative Agent and the Lenders pursuant to Article IV hereof.

         "Guarantors" means each Domestic Subsidiary of the Borrower (other than
the Inactive Subsidiaries) and each other Person that joins as a Guarantor
pursuant to Section 7.12, together with their successors and permitted assigns.

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

                                       12
<PAGE>

         "Immaterial Foreign Subsidiary" means, at any time, any First-Tier
Foreign Subsidiary which does not (i) have revenues for the most recently ended
four fiscal quarter period constituting 7.5% or more of total revenues of the
Borrower and its Subsidiaries on a consolidated basis for such period, (ii)
together with the other First-Tier Foreign Subsidiaries with respect to which
the Administrative Agent has not received a pledge of 65% of the Capital Stock
of such First-Tier Foreign Subsidiaries, have aggregate revenues for the most
recently ended four fiscal quarter period constituting 10% or more of total
revenues of the Borrower and its Subsidiaries on a consolidated basis for such
period, (iii) own assets constituting 7.5% or more of the total assets of the
Borrower and its Subsidiaries on a consolidated basis and (iv) together with all
other First-Tier Foreign Subsidiaries with respect to which the Administrative
Agent has not received a pledge of 65% of the Capital Stock of such First-Tier
Foreign Subsidiaries, have aggregate assets constituting 10% or more of the
total assets of the Borrower and its Subsidiaries on a consolidated basis.

         "Inactive Subsidiaries" means Bio-Lab, Inc., an Alabama corporation,
and Med-Lab, Inc., an Alabama corporation.

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

                  (a)      all Funded Indebtedness;

                  (b)      net obligations under any Swap Contract;

                  (c)      all Guarantees with respect to outstanding
         Indebtedness of the types specified in clauses (a) and (b) above of any
         other Person; and

                  (d)      all Indebtedness of the types referred to in clauses
         (a) through (c) above of any partnership or joint venture (other than a
         joint venture that is itself a corporation or limited liability
         company) in which the Borrower or a Subsidiary is a general partner or
         joint venturer, unless such Indebtedness is expressly made non-recourse
         to the Borrower or such Subsidiary.

         For purposes hereof (y) the amount of any net obligation under any Swap
         Contract on any date shall be deemed to be the Swap Termination Value
         thereof as of such date and (z) the amount of any Guarantee shall be
         the amount of the Indebtedness subject to such Guarantee.

         "Indenture" means that certain Indenture dated as of August 20, 2003
between the Borrower and The Bank of New York, as such Indenture may be amended,
modified, restated or supplemented and in effect from time to time in accordance
with the terms hereof.

         "Indemnified Liabilities" has the meaning set forth in Section 11.05.

         "Indemnitees" has the meaning set forth in Section 11.05.

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

                                       13
<PAGE>

         "Interest Period" means, as to each Eurodollar Rate Loan, the period
commencing on the date such Eurodollar Rate Loan is disbursed or converted to or
continued as a Eurodollar Rate Loan and ending on the date one, two, three or
six months thereafter, as selected by the Borrower in its Loan Notice; provided
that:

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

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

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

         "Internal Revenue Code" means the Internal Revenue Code of 1986.

         "Investment" means, as to any Person, any direct or indirect
acquisition or investment by such Person, whether by means of (a) the purchase
or other acquisition of Capital Stock of another Person, (b) a loan, advance or
capital contribution to, Guarantee or assumption of debt of, or purchase or
other acquisition of any other debt or equity participation or interest in,
another Person, including any partnership or joint venture interest in such
other Person, or (c) an Acquisition. For purposes of covenant compliance, the
amount of any Investment shall be the amount actually invested, without
adjustment for subsequent increases or decreases in the value of such
Investment.

         "Involuntary Disposition" means any loss of, damage to or destruction
of, or any condemnation or other taking for public use of, any Property of any
Consolidated Party.

         "IP Rights" has the meaning set forth in Section 6.17.

         "IRS" means the United States Internal Revenue Service.

         "Joinder Agreement" means a joinder agreement substantially in the form
of Exhibit E executed and delivered by a Domestic Subsidiary in accordance with
the provisions of Section 7.12.

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

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

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

                                       14
<PAGE>

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

         "L/C Issuer" means Bank of America in its capacity as issuer of Letters
of Credit hereunder, or any successor issuer of Letters of Credit hereunder.

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

         "Lender" means each of the Persons identified as a "Lender" on the
signature pages hereto and their successors and assigns and, as the context
requires, includes the L/C Issuer.

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

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

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

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

         "Letter of Credit Sublimit" means an amount equal to the lesser of (a)
the Aggregate Revolving Commitments and (b) $5,000,000. The Letter of Credit
Sublimit is part of, and not in addition to, the Aggregate Revolving
Commitments.

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

         "Loan" means an extension of credit by a Lender to the Borrower under
Article II in the form of a Revolving Loan.

         "Loan Documents" means this Agreement, each Note, each Letter of
Credit, each Letter of Credit Application, each Joinder Agreement, the
Collateral Documents, each Request for Credit Extension, each Compliance
Certificate, the Fee Letter and each other document, instrument or agreement
from time to time executed by the Borrower or any of its Subsidiaries or any
Responsible Officer thereof and delivered in connection with this Agreement.

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

         "Loan Parties" means, collectively, the Borrower and each Guarantor.

                                       15
<PAGE>

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

         "Maturity Date" means August 29, 2006.

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

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

         "Note" or "Notes" means the Revolving Notes, individually or
collectively, as appropriate.

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

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

         "Outstanding Amount" means (i) with respect to any Loans on any date,
the aggregate outstanding principal amount thereof after giving effect to any
borrowings and prepayments or repayments of any Loans occurring on such date;
and (ii) with respect to any L/C Obligations on any date, the amount of such L/C
Obligations on such date after giving effect to any L/C Credit Extension
occurring on such date and any other changes in the aggregate amount of the L/C
Obligations as of such date, including as a result of any reimbursements of
outstanding unpaid drawings under any Letters of Credit or any reductions in the
maximum amount available for drawing under Letters of Credit taking effect on
such date.

         "Participant" has the meaning specified in Section 11.07(d).

         "PBGC" means the Pension Benefit Guaranty Corporation.

                                       16
<PAGE>

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

         "Permitted Acquisitions" means Investments consisting of an Acquisition
by the Borrower or any Subsidiary of the Borrower, provided that (i) the
Property acquired (or the Property of the Person acquired) in such Acquisition
is used or useful in the same or a similar line of business as the Borrower and
its Subsidiaries were engaged in on the Closing Date (or any reasonable
extensions or expansions thereof), (ii) the Administrative Agent shall have
received all items in respect of the Capital Stock or Property acquired in such
Acquisition required to be delivered by the terms of Section 7.12 and/or Section
7.14, (iii) in the case of an Acquisition of the Capital Stock of another
Person, the board of directors (or other comparable governing body) of such
other Person shall have duly approved such Acquisition, (iv) the Borrower shall
have delivered to the Administrative Agent a Pro Forma Compliance Certificate
demonstrating that, upon giving effect to such Acquisition on a Pro Forma Basis,
the Loan Parties would be in compliance with the financial covenants set forth
in Section 8.11 as of the most recent fiscal quarter for which the Borrower has
delivered financial statements pursuant to Section 7.01(a) or (b), (v) the
representations and warranties made by the Loan Parties in any Loan Document
shall be true and correct in all material respects at and as if made as of the
date of such Acquisition (after giving effect thereto) except to the extent such
representations and warranties expressly relate to an earlier date, (vi) no
Event of Default shall exist immediately prior to or after giving effect to such
Acquisition and (vii) the aggregate consideration (including cash and non-cash
consideration, any assumption of Indebtedness and any earn-out payments) paid by
the Borrower or any Subsidiary for such Acquisitions shall not exceed
$10,000,000 in any fiscal year.

         "Permitted Investments" means, at any time, Investments by the
Consolidated Parties permitted to exist at such time pursuant to the terms of
Section 8.02.

         "Permitted Liens" means, at any time, Liens in respect of Property of
the Consolidated Parties permitted to exist at such time pursuant to the terms
of Section 8.01.

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

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

         "Pledge Agreement" means the pledge agreement dated as of the Closing
Date executed in favor of the Administrative Agent by each of the Loan Parties,
as amended, modified, restated or supplemented from time to time.

         "Pro Forma Basis" means, for purposes of calculating the Consolidated
Leverage Ratio, Consolidated Fixed Charge Coverage Ratio and Consolidated EBITDA
that any Disposition of a business segment, line of business or a Subsidiary, or
any Involuntary Disposition or any Acquisition, in each case occurring after the
Closing Date, shall be deemed to have occurred as of the first day of the most
recent four fiscal quarter period preceding the date of such transaction for
which the Borrower has delivered financial statements pursuant to Section
7.01(a) or (b). In connection with the foregoing, (a) with respect to any such
Disposition or Involuntary Disposition, (i) income statement and cash flow
statement items (whether positive or negative) attributable to the Property
disposed of shall be excluded to the extent

                                       17
<PAGE>

relating to any period occurring prior to the date of such transaction and (ii)
Indebtedness which is retired shall be excluded and deemed to have been retired
as of the first day of the applicable period and (b) with respect to any
Acquisition, (i) income statement items attributable to the Person or Property
acquired shall be included to the extent relating to any period applicable in
such calculations to the extent (A) such items are not otherwise included in
such income statement items for the Borrower and its Subsidiaries in accordance
with GAAP or in accordance with any defined terms set forth in Section 1.01 and
(B) such items are supported by financial statements or other information
reasonably satisfactory to the Administrative Agent and (ii) any Indebtedness
incurred or assumed by the Borrower or any Subsidiary (including the Person or
Property acquired) in connection with such transaction and any Indebtedness of
the Person or Property acquired which is not retired in connection with such
transaction (A) shall be deemed to have been incurred as of the first day of the
applicable period and (B) if such Indebtedness has a floating or formula rate,
shall have an implied rate of interest for the applicable period for purposes of
this definition determined by utilizing the rate which is or would be in effect
with respect to such Indebtedness as at the relevant date of determination.

         "Pro Forma Compliance Certificate" means a certificate of a Responsible
Officer of the Borrower containing reasonably detailed calculations of the
financial covenants set forth in Section 8.11 as of the most recent fiscal
quarter end for which the Borrower has delivered financial statements pursuant
to Section 7.01(a) or (b) after giving effect to the applicable transaction on a
Pro Forma Basis.

         "Pro Rata Share" means, as to each Lender at any time, a fraction
(expressed as a percentage, carried out to the ninth decimal place), the
numerator of which is the amount of the Revolving Commitment of such Lender at
such time and the denominator of which is the amount of the Aggregate Revolving
Commitments at such time; provided that if the commitment of each Lender to make
Revolving Loans and the obligation of the L/C Issuer to make L/C Credit
Extensions have been terminated pursuant to Section 9.02, then the Pro Rata
Share of each Lender shall be determined based on the Pro Rata Share of such
Lender immediately prior to such termination and after giving effect to any
subsequent assignments made pursuant to the terms hereof. The initial Pro Rata
Share of each Lender is set forth opposite the name of such Lender on Schedule
2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a
party hereto, as applicable.

         "Property" means any interest of any kind in any property or asset,
whether real, personal or mixed, or tangible or intangible.

         "Register" has the meaning set forth in Section 11.07(c).

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

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

         "Required Lenders" means, at any time, Lenders holding in the aggregate
more than sixty-six and two-thirds percent (66-2/3%) of the Revolving
Commitments. The Revolving Commitments of any Defaulting Lender shall be
excluded for purposes of making a determination of Required Lenders.

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

                                       18
<PAGE>

         "Restricted Payment" means any dividend or other distribution (whether
in cash, securities or other property) with respect to any Capital Stock of the
Borrower or any Subsidiary, or any payment (whether in cash, securities or other
property), including any sinking fund or similar deposit, on account of the
purchase, redemption, retirement, acquisition, cancellation or termination of
any such Capital Stock or of any option, warrant or other right to acquire any
such Capital Stock.

         "Revolving Commitment" means, as to each Lender, its obligation to (a)
make Revolving Loans to the Borrower pursuant to Section 2.01 and (b) purchase
participations in L/C Obligations, in an aggregate principal amount at any one
time outstanding not to exceed the amount set forth opposite such Lender's name
on Schedule 2.01 or in the Assignment and Assumption pursuant to which such
Lender becomes a party hereto, as applicable, as such amount may be adjusted
from time to time in accordance with this Agreement.

         "Revolving Loan" has the meaning specified in Section 2.01(a).

         "Revolving Note" has the meaning specified in Section 2.11(a).

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

         "Sale and Leaseback Transaction" means, with respect to the Borrower or
any Subsidiary, any arrangement, directly or indirectly, with any person whereby
the Borrower or such Subsidiary 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.

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

         "Securitization Transaction" means any financing transaction or series
of financing transactions (including factoring arrangements) pursuant to which
the Borrower or any Subsidiary may sell, convey or otherwise transfer, or grant
a security interest in, accounts, payments, receivables, rights to future lease
payments or residuals or similar rights to payment to a special purpose
subsidiary or affiliate of the Borrower.

         "Security Agreement" means the security agreement dated as of the
Closing Date executed in favor of the Administrative Agent by each of the Loan
Parties, as amended, modified, restated or supplemented from time to time.

         "Solvent" or "Solvency" means, with respect to any Person as of a
particular date, that on such date (a) such Person is able to pay its debts and
other liabilities, contingent obligations and other commitments as they mature
in the ordinary course of business, (b) such Person does not intend to incur
debts or liabilities beyond such Person's ability to pay as such debts and
liabilities as they become due, (c) such Person is not engaged in a business or
a transaction, and is not about to engage in a business or a transaction, for
which such Person's Property would constitute unreasonably small capital after
giving due consideration to the prevailing practice in the industry in which
such Person is engaged or is to engage, (d) the fair value of the Property of
such Person is greater than the total amount of liabilities, including, without
limitation, contingent liabilities, of such Person and (e) the present fair
salable value of the assets of such Person is not less than the amount that will
be required to pay the probable liability of such Person on its debts as they
become absolute and matured. In computing the amount of contingent liabilities
at any time, it is intended that such liabilities

                                       19
<PAGE>

will be computed at the amount which, in light of all the facts and
circumstances existing at such time, represents the amount that can reasonably
be expected to become an actual or matured liability.

         "Subsidiary" of a Person means a corporation, partnership, joint
venture, limited liability company or other business entity of which a majority
of the shares of Capital Stock having ordinary voting power for the election of
directors or other governing body (other than Capital Stock having such power
only by reason of the happening of a contingency) are at the time beneficially
owned, or the management of which is otherwise controlled, directly, or
indirectly through one or more intermediaries, or both, by such Person. Unless
otherwise specified, all references herein to a "Subsidiary" or to
"Subsidiaries" shall refer to a Subsidiary or Subsidiaries of the Borrower.

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

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

         "Synthetic Lease" means any synthetic lease, tax retention operating
lease, off-balance sheet loan or similar off-balance sheet financing arrangement
whereby the arrangement is considered borrowed money indebtedness for tax
purposes but is classified as an operating lease or does not otherwise appear on
the balance sheet under GAAP.

         "Therapeutics Division" means the segment of the Borrower's and its
Subsidiaries' business operations engaged in the collection and distribution of
human blood plasma products, including the operations of ten leased donor center
facilities (as of the Closing Date) and the central testing laboratory, as well
as various support functions in the corporate office of the Borrower.

         "Threshold Amount" means $5,000,000.

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

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

                                       20
<PAGE>

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

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

         "Unreimbursed Amount" has the meaning set forth in Section 2.03(c)(i).

         "Voting Stock" means, with respect to any Person, Capital Stock issued
by such Person the holders of which are ordinarily, in the absence of
contingencies, entitled to vote for the election of directors (or persons
performing similar functions) of such Person, even though the right so to vote
has been suspended by the happening of such a contingency.

         "Wholly Owned Subsidiary" means any Person 100% of whose Capital Stock
is at the time owned by the Borrower directly or indirectly through other
Persons 100% of whose Capital Stock is at the time owned, directly or
indirectly, by the Borrower.

         1.02     Other Interpretive Provisions.

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

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

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

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

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

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

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

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

                                       21
<PAGE>

         1.03     Accounting Terms.

         (a)      Except as otherwise specifically prescribed herein, all
accounting terms not specifically or completely defined herein shall be
construed in conformity with, and all financial data (including financial ratios
and other financial calculations) required to be submitted pursuant to this
Agreement shall be prepared in conformity with, GAAP applied on a consistent
basis, as in effect from time to time, applied in a manner consistent with that
used in preparing the Audited Financial Statements; provided, however, that
calculations of Attributable Indebtedness under any Synthetic Lease or the
implied interest component of any Synthetic Lease shall be made by the Borrower
in accordance with accepted financial practice and consistent with the terms of
such Synthetic Lease.

         (b)      The Borrower will provide a written summary of material
changes in GAAP and in the consistent application thereof with each annual and
quarterly Compliance Certificate delivered in accordance with Section 7.02(b).
If at any time any change in GAAP would affect the computation of any financial
ratio or requirement set forth in any Loan Document, and either the Borrower or
the Required Lenders shall so request, the Administrative Agent, the Lenders and
the Borrower shall negotiate in good faith to amend such ratio or requirement to
preserve the original intent thereof in light of such change in GAAP (subject to
the approval of the Required Lenders); provided that, until so amended, (i) such
ratio or requirement shall continue to be computed in accordance with GAAP prior
to such change therein and (ii) the Borrower shall provide to the Administrative
Agent and the Lenders financial statements and other documents required under
this Agreement or as reasonably requested hereunder setting forth a
reconciliation between calculations of such ratio or requirement made before and
after giving effect to such change in GAAP.

         (c)      Notwithstanding the above, the parties hereto acknowledge and
agree that all calculations of the Consolidated Leverage Ratio, Consolidated
Fixed Charge Coverage Ratio and Consolidated EBITDA for purposes of determining
compliance with Section 8.11 and determining the Applicable Rate shall be made
on a Pro Forma Basis.

         1.04     Rounding.

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

         1.05     References to Agreements and Laws.

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

         1.06     Times of Day.

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

                                       22
<PAGE>

         1.07     Letter of Credit Amounts.

         Unless otherwise specified, all references herein to the amount of a
Letter of Credit at any time shall be deemed to mean the maximum face amount of
such Letter of Credit after giving effect to all increases thereof contemplated
by such Letter of Credit or the Letter of Credit Application therefor, whether
or not such maximum face amount is in effect at such time. Any reference or
usage of the word "amount" in this Agreement as it pertains to the Existing
Letter of Credit shall be deemed to be a reference to the amount of Dollars into
which the Administrative Agent could, in accordance with its practice, convert
such amount of Canadian Dollars in the interbank foreign exchange market at its
spot rate of exchange (inclusive of all reasonably related costs of conversion,
if any, that are actually incurred) at or about 10:00 A.M. on any date of
determination.

         1.08     Fiscal Quarter Dates.

         For purposes hereof, all references to "March 31", "June 30",
"September 30" and "December 31" when used to identify the last day of a fiscal
quarter of the Borrower shall be deemed to refer to the actual last day of the
applicable fiscal quarter, such day being the last Sunday of March, June,
September and December, as the case may be.

                                   ARTICLE II

                      THE COMMITMENTS AND CREDIT EXTENSIONS

         2.01     Revolving Loans.

         Subject to the terms and conditions set forth herein, each Lender
severally agrees to make loans (each such loan, a "Revolving Loan") to the
Borrower in Dollars from time to time on any Business Day during the
Availability Period in an aggregate amount not to exceed at any time outstanding
the amount of such Lender's Revolving Commitment; provided, however, that after
giving effect to any Borrowing of Revolving Loans, (i) the Total Revolving
Outstandings shall not exceed the Aggregate Revolving Commitments and (ii) the
aggregate Outstanding Amount of the Revolving Loans of any Lender plus such
Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations shall
not exceed such Lender's Revolving Commitment. Within the limits of each
Lender's Revolving Commitment, and subject to the other terms and conditions
hereof, the Borrower may borrow under this Section 2.01, prepay under Section
2.04, and reborrow under this Section 2.01. Revolving Loans may be Base Rate
Loans or Eurodollar Rate Loans, as further provided herein, provided, however,
all Borrowings made on the Closing Date shall be made as Base Rate Loans.

         2.02     Borrowings, Conversions and Continuations of Loans.

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

                                       23
<PAGE>

multiple of $100,000 in excess thereof. Each Loan Notice (whether telephonic or
written) shall specify (i) whether the Borrower is requesting a Borrowing, a
conversion of Loans from one Type to the other, or a continuation of Eurodollar
Rate Loans, (ii) the requested date of the Borrowing, conversion or
continuation, as the case may be (which shall be a Business Day), (iii) the
principal amount of Loans to be borrowed, converted or continued, (iv) the Type
of Loans to be borrowed or to which existing Loans are to be converted, and (v)
if applicable, the duration of the Interest Period with respect thereto. If the
Borrower fails to specify a Type of a Loan in a Loan Notice, then such Loan
shall be made as a Base Rate Loan. If the Borrower requests a Borrowing of,
conversion to, or continuation of Eurodollar Rate Loans in any Loan Notice, but
fails to specify an Interest Period, it will be deemed to have specified an
Interest Period of one month. If the Borrower fails to give a timely notice
requesting a conversion or continuation of a Eurodollar Loan, then such
Eurodollar Loan shall be converted to a Base Rate Loan on the last day of the
Interest Period applicable thereto.

         (b)      Following receipt of a Loan Notice, the Administrative Agent
shall promptly notify each Lender of the amount of its Pro Rata Share of the
applicable Loans, and if no timely notice of a conversion or continuation is
provided by the Borrower, the Administrative Agent shall notify each Lender of
the details of any automatic conversion to Base Rate Loans. In the case of a
Borrowing, each Lender shall make the amount of its Loan available to the
Administrative Agent in immediately available funds at the Administrative
Agent's Office not later than 1:00 p.m. in the case of any Loan on the Business
Day specified in the applicable Loan Notice. Upon satisfaction of the applicable
conditions set forth in Section 5.02 (and, if such Borrowing is the initial
Credit Extension, Section 5.01), the Administrative Agent shall make all funds
so received available to the Borrower in like funds as received by the
Administrative Agent either by (i) crediting the account of the Borrower on the
books of Bank of America with the amount of such funds or (ii) wire transfer of
such funds, in each case in accordance with instructions provided to (and
reasonably acceptable to) the Administrative Agent by the Borrower; provided,
however, that if, on the date of a Borrowing of Revolving Loans, there are L/C
Borrowings outstanding, then the proceeds of such Borrowing shall be applied,
first, to the payment in full of any such L/C Borrowings and second, to the
Borrower as provided above.

         (c)      Except as otherwise provided herein, a Eurodollar Rate Loan
may be continued or converted only on the last day of the Interest Period for
such Eurodollar Rate Loan. During the existence of a Default (which has not
become an Event of Default), no Loans may be requested as, converted to or
continued as Eurodollar Rate Loans having Interest Periods greater than one
month without the consent of the Required Lenders. During the existence of an
Event of Default, no Loans may be converted to or continued as Eurodollar Rate
Loans without the consent of the Required Lenders, and the Required Lenders may
demand that any or all of the then outstanding Eurodollar Rate Loans be
converted immediately to Base Rate Loans.

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

         (e)      After giving effect to all Borrowings, all conversions of
Loans from one Type to the other, and all continuations of Loans as the same
Type, there shall not be more than six (6) Interest Periods in effect.

         2.03     letters of Credit.

                                       24

<PAGE>

         (a)      The Letter of Credit Commitment.

                  (i)      Subject to the terms and conditions set forth herein,
         (A) the L/C Issuer agrees, in reliance upon the agreements of the other
         Lenders set forth in this Section 2.03, (1) from time to time on any
         Business Day during the period from the Closing Date until the Letter
         of Credit Expiration Date, to issue Letters of Credit in Dollars for
         the account of the Borrower or any of its Subsidiaries, and to amend or
         renew Letters of Credit previously issued by it, in accordance with
         subsection (b) below, and (2) to honor drafts under the Letters of
         Credit; and (B) the Lenders severally agree to participate in Letters
         of Credit issued for the account of the Borrower; provided that the L/C
         Issuer shall not be obligated to make any L/C Credit Extension with
         respect to any Letter of Credit, and no Lender shall be obligated to
         participate in any Letter of Credit if as of the date of such L/C
         Credit Extension, (w) the Total Revolving Outstandings would exceed the
         Aggregate Revolving Commitments, (x) the aggregate Outstanding Amount
         of the Revolving Loans of any Lender plus such Lender's Pro Rata Share
         of the Outstanding Amount of all L/C Obligations would exceed such
         Lender's Revolving Commitment or (y) the Outstanding Amount of the L/C
         Obligations would exceed the Letter of Credit Sublimit. Within the
         foregoing limits, and subject to the terms and conditions hereof, the
         Borrower's ability to obtain Letters of Credit shall be fully
         revolving, and accordingly the Borrower may, during the foregoing
         period, obtain Letters of Credit to replace Letters of Credit that have
         expired or that have been drawn upon and reimbursed. The Existing
         Letter of Credit shall be deemed to have been issued pursuant hereto,
         and from and after the Closing Date shall be subject to and governed by
         the terms and conditions hereof.

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

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

                           (B)      subject to Section 2.03(b)(iii), the expiry
                  date of such requested Letter of Credit would occur more than
                  twelve months after the date of issuance or last renewal,
                  unless the Required Lenders have approved such expiry date;

                           (C)      the expiry date of such requested Letter of
                  Credit would occur after the Letter of Credit Expiration Date,
                  unless all the Lenders have approved such expiry date;

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

                           (E)      such Letter of Credit is in an initial
                  amount less than $100,000, in the case of a commercial Letter
                  of Credit, or $500,000, in the case of a standby Letter of
                  Credit, or is to be denominated in a currency other than
                  Dollars (it being understood that the Existing Letter of
                  Credit is denominated in Canadian Dollars).

                                       25
<PAGE>

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

                  (iv)     The L/C Issuer shall be under no obligation to issue
         or amend any Letter of Credit if the L/C Issuer has received written
         notice from any Lender, the Administrative Agent or any Loan Party, on
         or prior to the Business Day prior to the requested date of issuance or
         amendment of such Letter of Credit, that one or more applicable
         conditions contained in Section 5.02 shall not then be satisfied.

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

                  (i)      Each Letter of Credit shall be issued or amended, as
         the case may be, upon the request of the Borrower delivered to the L/C
         Issuer (with a copy to the Administrative Agent) in the form of a
         Letter of Credit Application, appropriately completed and signed by a
         Responsible Officer of the Borrower. Such Letter of Credit Application
         must be received by the L/C Issuer and the Administrative Agent not
         later than 11:00 a.m. at least four (4) Business Days (or such later
         date and time as the L/C Issuer may agree in a particular instance in
         its sole discretion) prior to the proposed issuance date or date of
         amendment, as the case may be. In the case of a request for an initial
         issuance of a Letter of Credit, such Letter of Credit Application shall
         specify in form and detail satisfactory to the L/C Issuer: (A) the
         proposed issuance date of the requested Letter of Credit (which shall
         be a Business Day); (B) the amount and currency thereof; (C) the expiry
         date thereof; (D) the name and address of the beneficiary thereof; (E)
         the documents to be presented by such beneficiary in case of any
         drawing thereunder; (F) the full text of any certificate to be
         presented by such beneficiary in case of any drawing thereunder; and
         (G) such other matters as the L/C Issuer may require. In the case of a
         request for an amendment of any outstanding Letter of Credit, such
         Letter of Credit Application shall specify in form and detail
         satisfactory to the L/C Issuer (A) the Letter of Credit to be amended;
         (B) the proposed date of amendment thereof (which shall be a Business
         Day); (C) the nature of the proposed amendment; and (D) such other
         matters as the L/C Issuer may require.

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

                  (iii)    If the Borrower so requests in any applicable Letter
         of Credit Application, the L/C Issuer may, in its sole and absolute
         discretion, agree to issue a Letter of Credit that has automatic
         renewal provisions (each, an "Auto-Renewal Letter of Credit"); provided
         that any such

                                       26
<PAGE>

         Auto-Renewal Letter of Credit must permit the L/C Issuer to prevent any
         such renewal at least once in each twelve-month period (commencing with
         the date of issuance of such Letter of Credit) by giving prior notice
         to the beneficiary thereof not later than a day (the "Nonrenewal Notice
         Date") in each such twelve-month period to be agreed upon at the time
         such Letter of Credit is issued. Unless otherwise directed by the L/C
         Issuer, the Borrower shall not be required to make a specific request
         to the L/C Issuer for any such renewal. Once an Auto-Renewal Letter of
         Credit has been issued, the Lenders shall be deemed to have authorized
         (but may not require) the L/C Issuer to permit the renewal of such
         Letter of Credit at any time to an expiry date not later than the
         Letter of Credit Expiration Date; provided, however, that the L/C
         Issuer shall not permit any such renewal if (A) the L/C Issuer has
         determined that it would have no obligation at such time to issue such
         Letter of Credit in its renewed form under the terms hereof (by reason
         of the provisions of Section 2.03(a)(ii) or otherwise), or (B) it has
         received notice (which may be by telephone or in writing) on or before
         the day that is two Business Days before the Nonrenewal Notice Date
         from the Administrative Agent, any Lender or the Borrower that one or
         more of the applicable conditions specified in Section 5.02 is not then
         satisfied.

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

         (c)      Drawings and Reimbursements; Funding of Participations.

                  (i)      Upon receipt from the beneficiary of any Letter of
         Credit of any notice of drawing under such Letter of Credit, the L/C
         Issuer shall notify the Borrower and the Administrative Agent thereof.
         Not later than 11:00 a.m. on the date of any payment by the L/C Issuer
         under a Letter of Credit (each such date, an "Honor Date"), the
         Borrower shall reimburse the L/C Issuer through the Administrative
         Agent in an amount equal to the amount of such drawing. If the Borrower
         fails to so reimburse the L/C Issuer by such time, the Administrative
         Agent shall promptly notify each Lender of the Honor Date, the amount
         of the unreimbursed drawing (the "Unreimbursed Amount"), and the amount
         of such Lender's Pro Rata Share thereof. In such event, the Borrower
         shall be deemed to have requested a Borrowing of Base Rate Loans to be
         disbursed on the Honor Date in an amount equal to the Unreimbursed
         Amount, without regard to the minimum and multiples specified in
         Section 2.02 for the principal amount of Base Rate Loans, but subject
         to the amount of the unutilized portion of the Aggregate Revolving
         Commitments and the conditions set forth in Section 5.02 (other than
         the delivery of a Loan Notice). Any notice given by the L/C Issuer or
         the Administrative Agent pursuant to this Section 2.03(c)(i) may be
         given by telephone if immediately confirmed in writing; provided that
         the lack of such an immediate confirmation shall not affect the
         conclusiveness or binding effect of such notice.

                  (ii)     Each Lender (including the Lender acting as L/C
         Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds
         available to the Administrative Agent for the account of the L/C Issuer
         at the Administrative Agent's Office for payments in an amount equal to
         its Pro Rata Share of the Unreimbursed Amount not later than 1:00 p.m.
         on the Business Day specified in such notice by the Administrative
         Agent, whereupon, subject to the provisions of Section 2.03(c)(iii),
         each Lender that so makes funds available shall be deemed to have made
         a Base Rate Loan to the Borrower in such amount. The Administrative
         Agent shall remit the funds so received to the L/C Issuer.

                                       27
<PAGE>

                  (iii)    With respect to any Unreimbursed Amount that is not
         fully refinanced by a Borrowing of Base Rate Loans because the
         conditions set forth in Section 5.02 cannot be satisfied or for any
         other reason, the Borrower shall be deemed to have incurred from the
         L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount
         that is not so refinanced, which L/C Borrowing shall be due and payable
         on demand (together with interest) and shall bear interest at the
         Default Rate. In such event, each Lender's payment to the
         Administrative Agent for the account of the L/C Issuer pursuant to
         Section 2.03(c)(ii) shall be deemed payment in respect of its
         participation in such L/C Borrowing and shall constitute an L/C Advance
         from such Lender in satisfaction of its participation obligation under
         this Section 2.03.

                  (iv)     Until each Lender funds its Revolving Loan or L/C
         Advance pursuant to this Section 2.03(c) to reimburse the L/C Issuer
         for any amount drawn under any Letter of Credit, interest in respect of
         such Lender's Pro Rata Share of such amount shall be solely for the
         account of the L/C Issuer.

                  (v)      Each Lender's obligation to make Revolving Loans or
         L/C Advances to reimburse the L/C Issuer for amounts drawn under
         Letters of Credit, as contemplated by this Section 2.03(c), shall be
         absolute and unconditional and shall not be affected by any
         circumstance, including (A) any set-off, counterclaim, recoupment,
         defense or other right which such Lender may have against the L/C
         Issuer, the Borrower or any other Person for any reason whatsoever; (B)
         the occurrence or continuance of a Default, or (C) any other
         occurrence, event or condition, whether or not similar to any of the
         foregoing; provided, however, that each Lender's obligation to make
         Revolving Loans pursuant to this Section 2.03(c) is subject to the
         conditions set forth in Section 5.02 (other than delivery by the
         Borrower of a Loan Notice). No such making of an L/C Advance shall
         relieve or otherwise impair the obligation of the Borrower to reimburse
         the L/C Issuer for the amount of any payment made by the L/C Issuer
         under any Letter of Credit, together with interest as provided herein.

                  (vi)     If any Lender fails to make available to the
         Administrative Agent for the account of the L/C Issuer any amount
         required to be paid by such Lender pursuant to the foregoing provisions
         of this Section 2.03(c) by the time specified in Section 2.03(c)(ii),
         the L/C Issuer shall be entitled to recover from such Lender (acting
         through the Administrative Agent), on demand, such amount with interest
         thereon for the period from the date such payment is required to the
         date on which such payment is immediately available to the L/C Issuer
         at a rate per annum equal to the Federal Funds Rate from time to time
         in effect. A certificate of the L/C Issuer submitted to any Lender
         (through the Administrative Agent) with respect to any amounts owing
         under this clause (vi) shall be conclusive absent manifest error.

         (d)      Repayment of Participations.

                  (i)      At any time after the L/C Issuer has made a payment
         under any Letter of Credit and has received from any Lender such
         Lender's L/C Advance in respect of such payment in accordance with
         Section 2.03(c), if the Administrative Agent receives for the account
         of the L/C Issuer any payment in respect of the related Unreimbursed
         Amount or interest thereon (whether directly from the Borrower or
         otherwise, including proceeds of Cash Collateral applied thereto by the
         Administrative Agent), the Administrative Agent will distribute to such
         Lender its Pro Rata Share thereof (appropriately adjusted, in the case
         of interest payments, to reflect the period of time during which such
         Lender's L/C Advance was outstanding) in the same funds as those
         received by the Administrative Agent.

                                       28
<PAGE>

                  (ii)     If any payment received by the Administrative Agent
         for the account of the L/C Issuer pursuant to Section 2.03(c)(i) is
         required to be returned under any of the circumstances described in
         Section 11.06 (including pursuant to any settlement entered into by the
         L/C Issuer in its discretion), each Lender shall pay to the
         Administrative Agent for the account of the L/C Issuer its Pro Rata
         Share thereof on demand of the Administrative Agent, plus interest
         thereon from the date of such demand to the date such amount is
         returned by such Lender, at a rate per annum equal to the Federal Funds
         Rate from time to time in effect.

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

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

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

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

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

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

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

         (f)      Role of L/C Issuer. Each Lender and the Borrower agree that,
in paying any drawing under a Letter of Credit, the L/C Issuer shall not have
any responsibility to obtain any document (other than any sight draft,
certificates and documents expressly required by the Letter of Credit) or to
ascertain or inquire as to the validity or accuracy of any such document or the
authority of the Person executing or delivering any such document. None of the
L/C Issuer, any Agent-Related Person nor any of the

                                       29
<PAGE>

respective correspondents, participants or assignees of the L/C Issuer shall be
liable to any Lender for (i) any action taken or omitted in connection herewith
at the request or with the approval of the Lenders or the Required Lenders, as
applicable; (ii) any action taken or omitted in the absence of gross negligence
or willful misconduct; or (iii) the due execution, effectiveness, validity or
enforceability of any document or instrument related to any Letter of Credit or
Letter of Credit Application. The Borrower hereby assumes all risks of the acts
or omissions of any beneficiary or transferee with respect to its use of any
Letter of Credit; provided, however, that this assumption is not intended to,
and shall not, preclude the Borrower's pursuing such rights and remedies as it
may have against the beneficiary or transferee at law or under any other
agreement. None of the L/C Issuer, any Agent-Related Person, nor any of the
respective correspondents, participants or assignees of the L/C Issuer, shall be
liable or responsible for any of the matters described in clauses (i) through
(v) of Section 2.03(e); provided, however, that anything in such clauses to the
contrary notwithstanding, the Borrower may have a claim against the L/C Issuer,
and the L/C Issuer may be liable to the Borrower, to the extent, but only to the
extent, of any direct, as opposed to consequential or exemplary, damages
suffered by the Borrower which the Borrower proves were caused by the L/C
Issuer's willful misconduct or gross negligence or the L/C Issuer's willful
failure to pay under any Letter of Credit after the presentation to it by the
beneficiary of a sight draft and certificate(s) strictly complying with the
terms and conditions of a Letter of Credit. In furtherance and not in limitation
of the foregoing, the L/C Issuer may accept documents that appear on their face
to be in order, without responsibility for further investigation, regardless of
any notice or information to the contrary, and the L/C Issuer shall not be
responsible for the validity or sufficiency of any instrument transferring or
assigning or purporting to transfer or assign a Letter of Credit or the rights
or benefits thereunder or proceeds thereof, in whole or in part, which may prove
to be invalid or ineffective for any reason.

         (g)      Cash Collateral. Upon the request of the Administrative Agent,
(i) if the L/C Issuer has honored any full or partial drawing request under any
Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if,
as of the Letter of Credit Expiration Date, any Letter of Credit may for any
reason remain outstanding and partially or wholly undrawn, the Borrower shall
immediately Cash Collateralize the then Outstanding Amount of all L/C
Obligations (in an amount equal to such Outstanding Amount determined as of the
date of such L/C Borrowing or the Letter of Credit Expiration Date, as the case
may be). For purposes hereof, "Cash Collateralize" means to pledge and deposit
with or deliver to the Administrative Agent, for the benefit of the L/C Issuer
and the Lenders, as collateral for the L/C Obligations, cash or deposit account
balances pursuant to documentation in form and substance satisfactory to the
Administrative Agent and the L/C Issuer (which documents are hereby consented to
by the Lenders). Derivatives of such term have corresponding meanings. The
Borrower hereby grants to the Administrative Agent, for the benefit of the L/C
Issuer and the Lenders, a security interest in all such cash, deposit accounts
and all balances therein and all proceeds of the foregoing. Cash collateral
shall be maintained in blocked, non-interest bearing deposit accounts at Bank of
America.

         (h)      Applicability of ISP98 and UCP. Unless otherwise expressly
agreed by the L/C Issuer and the Borrower when a Letter of Credit is issued
(including any such agreement applicable to the Existing Letter of Credit), (i)
the rules of the "International Standby Practices 1998" published by the
Institute of International Banking Law & Practice (or such later version thereof
as may be in effect at the time of issuance) shall apply to each standby Letter
of Credit, and (ii) the rules of the Uniform Customs and Practice for
Documentary Credits, as most recently published by the International Chamber of
Commerce (the "ICC") at the time of issuance shall apply to each commercial
Letter of Credit.

         (i)      Letter of Credit Fees. The Borrower shall pay to the
Administrative Agent for the account of each Lender in accordance with its Pro
Rata Share (i) a Letter of Credit fee for each commercial Letter of Credit equal
to the Applicable Rate times the daily maximum amount available to be drawn
under such Letter of Credit (whether or not such maximum amount is then in
effect under such Letter of Credit) and (ii) a Letter of Credit fee for each
standby Letter of Credit equal to the Applicable

                                       30
<PAGE>

Rate times the daily maximum amount available to be drawn under such Letter of
Credit (whether or not such maximum amount is then in effect under such Letter
of Credit). Such letter of credit fees shall be computed on a quarterly basis in
arrears. Such letter of credit fees shall be due and payable on the first
Business Day after the end of each March, June, September and December,
commencing with the first such date to occur after the issuance of such Letter
of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If
there is any change in the Applicable Rate during any quarter, the daily maximum
amount of each Letter of Credit shall be computed and multiplied by the
Applicable Rate separately for each period during such quarter that such
Applicable Rate was in effect.

         (j)      Fronting Fee and Documentary and Processing Charges Payable to
L/C Issuer. The Borrower shall pay directly to the L/C Issuer for its own
account (i) a one time fronting fee for each commercial Letter of Credit equal
to 1/8 of 1% times the amount of such commercial Letter of Credit, due and
payable at the time of issuance and (ii) a fronting fee with respect to each
standby Letter of Credit in an amount equal to 1/8 of 1% per annum on the daily
maximum amount available to be drawn thereunder (whether or not such maximum
amount is then in effect under such Letter of Credit), due and payable quarterly
in arrears on the Business Day immediately following the last Business Day of
each March, June, September and December, commencing with the first such date to
occur after the issuance of such standby Letter of Credit, and on the Letter of
Credit Expiration Date. In addition, the Borrower shall pay directly to the L/C
Issuer for its own account the customary issuance, presentation, amendment and
other processing fees, and other standard costs and charges, of the L/C Issuer
relating to letters of credit as from time to time in effect. Such customary
fees and standard costs and charges are due and payable on demand and are
nonrefundable.

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

         2.04     Prepayments.

         (a)      Voluntary Prepayments of Loans.

                  The Borrower may, upon notice from the Borrower to the
         Administrative Agent, at any time or from time to time voluntarily
         prepay Revolving Loans in whole or in part without premium or penalty;
         provided that (i) such notice must be received by the Administrative
         Agent not later than 11:00 a.m. (A) three Business Days prior to any
         date of prepayment of Eurodollar Rate Loans and (B) on the date of
         prepayment of Base Rate Loans; (ii) any such prepayment of Eurodollar
         Rate Loans shall be in a principal amount of $1,000,000 or a whole
         multiple of $500,000 in excess thereof (or, if less, the entire
         principal amount thereof then outstanding) and (iii) any prepayment of
         Base Rate Loans shall be in a principal amount of $500,000 or a whole
         multiple of $100,000 in excess thereof (or, if less, the entire
         principal amount thereof then outstanding). Each such notice shall
         specify the date and amount of such prepayment and the Type(s) of Loans
         to be prepaid. The Administrative Agent will promptly notify each
         Lender of its receipt of each such notice, and of the amount of such
         Lender's Pro Rata Share of such prepayment. If such notice is given by
         the Borrower, the Borrower shall make such prepayment and the payment
         amount specified in such notice shall be due and payable on the date
         specified therein. Any prepayment of a Eurodollar Rate Loan shall be
         accompanied by all accrued interest thereon, together with any
         additional amounts required pursuant to Section 3.05. Each such
         prepayment shall be applied to the Loans of the Lenders in accordance
         with their respective Pro Rata Shares.

         (b)      Mandatory Prepayments of Loans.

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<PAGE>

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

                  (ii)     Application of Mandatory Prepayments. All amounts
         required to be paid pursuant to this Section 2.04(b) shall be applied
         to Revolving Loans and (after all Revolving Loans have been repaid) to
         Cash Collateralize L/C Obligations.

         Within the parameters of the applications set forth above, prepayments
         shall be applied first to Base Rate Loans and then to Eurodollar Rate
         Loans in direct order of Interest Period maturities. All prepayments
         under this Section 2.04(b) shall be subject to Section 3.05, but
         otherwise without premium or penalty, and shall be accompanied by
         interest on the principal amount prepaid through the date of
         prepayment.

         2.05     Termination or Reduction of Aggregate Revolving Commitments.

         The Borrower may, upon notice to the Administrative Agent, terminate
the Aggregate Revolving Commitments, or from time to time permanently reduce the
Aggregate Revolving Commitments to an amount not less than the Outstanding
Amount of Revolving Loans and L/C Obligations; provided that (i) any such notice
shall be received by the Administrative Agent not later than 12:00 noon three
(3) Business Days prior to the date of termination or reduction, (ii) any such
partial reduction shall be in an aggregate amount of $1,000,000 or any whole
multiple of $500,000 in excess thereof and (iii) if, after giving effect to any
reduction of the Aggregate Revolving Commitments or the Letter of Credit
Sublimit exceeds the amount of the Aggregate Revolving Commitments, such
sublimit shall be automatically reduced by the amount of such excess. The
Administrative Agent will promptly notify the Lenders of any such notice of
termination or reduction of the Aggregate Revolving Commitments. Any reduction
of the Aggregate Revolving Commitments shall be applied to the Revolving
Commitment of each Lender according to its Pro Rata Share. All fees accrued with
respect thereto until the effective date of any termination of the Aggregate
Revolving Commitments shall be paid on the effective date of such termination.

         2.06     Repayment of Loans.

         The Borrower shall repay to the Lenders on the Maturity Date the
aggregate principal amount of all Revolving Loans outstanding on such date.

         2.07     Interest.

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

         (b)      Upon the occurrence and during the continuation of an Event of
Default, the Borrower shall pay interest on the principal amount of all
outstanding Obligations at a fluctuating interest rate per annum at all times
equal to the Default Rate to the fullest extent permitted by applicable Laws;
provided,

                                       32
<PAGE>

that the Administrative Agent shall provide written notice to the Borrower
before the Default Rate is applied during the existence of any Event of Default
(other than an Event of Default described in Section 9.01(a)).

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

         2.08     Fees.

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

                  (a)      Commitment Fee. The Borrower shall pay to the
         Administrative Agent for the account of each Lender in accordance with
         its Pro Rata Share, a commitment fee equal to the product of (i) the
         Applicable Rate times (ii) the actual daily amount by which the
         Aggregate Revolving Commitments exceed the sum of (y) the Outstanding
         Amount of Revolving Loans and (z) the Outstanding Amount of L/C
         Obligations. The commitment fee shall accrue at all times during the
         Availability Period, including at any time during which one or more of
         the conditions in Article V is not met, and shall be due and payable
         quarterly in arrears on the last Business Day of each March, June,
         September and December, commencing with the first such date to occur
         after the Closing Date, and on the Maturity Date. The commitment fee
         shall be calculated quarterly in arrears, and if there is any change in
         the Applicable Rate during any quarter, the actual daily amount shall
         be computed and multiplied by the Applicable Rate separately for each
         period during such quarter that such Applicable Rate was in effect.

                  (b)      Other Fees. The Borrower shall pay to the
         Administrative Agent for its own account fees in the amounts and at the
         times specified in the Fee Letter. Such fees shall be fully earned when
         paid and shall non-refundable for any reason whatsoever.

         2.09     Computation of Interest and Fees.

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

         2.10     Evidence of Debt.

         (a)      The Credit Extensions made by each Lender shall be evidenced
by one or more accounts or records maintained by such Lender and by the
Administrative Agent in the ordinary course of business. The accounts or records
maintained by the Administrative Agent and each Lender shall be conclusive
absent manifest error of the amount of the Credit Extensions made by the Lenders
to the Borrower and the interest and payments thereon. Any failure to so record
or any error in doing so shall not, however, limit or otherwise affect the
obligation of the Borrower hereunder to pay any amount owing with respect to the
Obligations. In the event of any conflict between the accounts and records
maintained by any Lender and the accounts and records of the Administrative
Agent in respect of such matters, the accounts and records

                                       33
<PAGE>

of the Administrative Agent shall control in the absence of manifest error. Upon
the request of any Lender made through the Administrative Agent, the Borrower
shall execute and deliver to such Lender (through the Administrative Agent) a
promissory note, which shall evidence such Lender's Loans in addition to such
accounts or records. Each such promissory note shall in the case of Revolving
Loans, be in the form of Exhibit B (a "Revolving Note"). Each Lender may attach
schedules to its Note and endorse thereon the date, Type (if applicable), amount
and maturity of its Loans and payments with respect thereto.

         (b)      In addition to the accounts and records referred to in
subsection (a), each Lender and the Administrative Agent shall maintain in
accordance with its usual practice accounts or records evidencing the purchases
and sales by such Lender of participations in Letters of Credit. In the event of
any conflict between the accounts and records maintained by the Administrative
Agent and the accounts and records of any Lender in respect of such matters, the
accounts and records of the Administrative Agent shall control in the absence of
manifest error.

         2.11     Payments Generally.

         (a)      All payments to be made by the Borrower shall be made without
condition or deduction for any counterclaim, defense, recoupment or setoff.
Except as otherwise expressly provided herein, all payments by the Borrower
hereunder shall be made to the Administrative Agent, for the account of the
respective Lenders to which such payment is owed, at the Administrative Agent's
Office and Dollars (except that in the case of payments of the principal amount
of reimbursement obligations arising from drawings under the Existing Letter of
Credit, such payment shall be made in Canadian Dollars) and in immediately
available funds not later than 2:00 p.m. on the date specified herein. The
Administrative Agent will promptly distribute to each Lender its Pro Rata Share
(or other applicable share as provided herein) of such payment in like funds as
received by wire transfer to such Lender's Lending Office. All payments received
by the Administrative Agent after 2:00 p.m. shall be deemed received on the next
succeeding Business Day and any applicable interest or fee shall continue to
accrue.

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

         (c)      If at any time insufficient funds are received by and
available to the Administrative Agent to pay fully all amounts of principal, L/C
Borrowings, interest and fees then due hereunder, such funds shall be applied
(i) first, toward costs and expenses (including Attorney Costs and amounts
payable under Article III) incurred by the Administrative Agent and each Lender,
(ii) second, toward repayment of interest and fees then due hereunder, ratably
among the parties entitled thereto in accordance with the amounts of interest
and fees then due to such parties, and (iii) third, toward repayment of
principal and L/C Borrowings then due hereunder, ratably among the parties
entitled thereto in accordance with the amounts of principal and L/C Borrowings
then due to such parties.

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

                                       34
<PAGE>

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

                  (ii)     if any Lender failed to make such payment, such
         Lender shall forthwith on demand pay to the Administrative Agent the
         amount thereof in immediately available funds, together with interest
         thereon for the period from the date such amount was made available by
         the Administrative Agent to the Borrower to the date such amount is
         recovered by the Administrative Agent (the "Compensation Period") at a
         rate per annum equal to the applicable Federal Funds Rate from time to
         time in effect. If such Lender pays such amount to the Administrative
         Agent, then such amount shall constitute such Lender's Loan included in
         the applicable Borrowing. If such Lender does not pay such amount
         forthwith upon the Administrative Agent's demand therefor, the
         Administrative Agent may make a demand therefor upon the Borrower, and
         the Borrower shall pay such amount to the Administrative Agent,
         together with interest thereon for the Compensation Period at a rate
         per annum equal to the rate of interest applicable to the applicable
         Borrowing. Nothing herein shall be deemed to relieve any Lender from
         its obligation to fulfill its Commitment or to prejudice any rights
         which the Administrative Agent or the Borrower may have against any
         Lender as a result of any default by such Lender hereunder.

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

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

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

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

         2.12     Sharing of Payments.

         If, other than as expressly provided elsewhere herein, any Lender shall
obtain on account of the Loans made by it, or the participations in L/C
Obligations held by it, any payment (whether voluntary, involuntary, through the
exercise of any right of set-off, or otherwise) in excess of its ratable share
(or other share contemplated hereunder) thereof, such Lender shall immediately
(a) notify the Administrative Agent of such fact, and (b) purchase from the
other Lenders such participations in the Loans made by them and/or such
subparticipations in the participations in L/C Obligations held by them, as the
case may be, as shall be necessary to cause such purchasing Lender to share the
excess payment in respect of such

                                       35
<PAGE>

Loans or such participations, as the case may be, pro rata with each of them;
provided, however, that if all or any portion of such excess payment is
thereafter recovered from the purchasing Lender under any of the circumstances
described in Section 11.06 (including pursuant to any settlement entered into by
the purchasing Lender in its discretion), such purchase shall to that extent be
rescinded and each other Lender shall repay to the purchasing Lender the
purchase price paid therefor, together with an amount equal to such paying
Lender's ratable share (according to the proportion of (i) the amount of such
paying Lender's required repayment to (ii) the total amount so recovered from
the purchasing Lender) of any interest or other amount paid or payable by the
purchasing Lender in respect of the total amount so recovered, without further
interest thereon. The Borrower agrees that any Lender so purchasing a
participation from another Lender may, to the fullest extent permitted by law,
exercise all its rights of payment (including the right of set-off, but subject
to Section 11.09) with respect to such participation as fully as if such Lender
were the direct creditor of the Borrower in the amount of such participation.
The Administrative Agent will keep records (which shall be conclusive and
binding in the absence of manifest error) of participations purchased under this
Section and will in each case notify the Lenders following any such purchases or
repayments. Each Lender that purchases a participation pursuant to this Section
shall from and after such purchase have the right to give all notices, requests,
demands, directions and other communications under this Agreement with respect
to the portion of the Obligations purchased to the same extent as though the
purchasing Lender were the original owner of the Obligations purchased.

                                   ARTICLE III

                     TAXES, YIELD PROTECTION AND ILLEGALITY

         3.01     Taxes.

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

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

                                       36
<PAGE>

         (c)      If the Borrower shall be required to deduct or pay any Taxes
or Other Taxes from or in respect of any sum payable under any Loan Document to
the Administrative Agent or any Lender, the Borrower shall also pay to the
Administrative Agent or to such Lender, as the case may be, at the time interest
is paid, such additional amount that the Administrative Agent or such Lender
specifies is necessary to preserve the after-tax yield (after factoring in all
taxes, including taxes imposed on or measured by net income) that the
Administrative Agent or such Lender would have received if such Taxes or Other
Taxes had not been imposed.

         (d)      The Borrower agrees to indemnify the Administrative Agent and
each Lender for (i) the full amount of Taxes and Other Taxes (including any
Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable
under this Section) paid by the Administrative Agent and such Lender, (ii)
amounts payable under Section 3.01(c) and (iii) any liability (including
additions to tax, penalties, interest and expenses) arising therefrom or with
respect thereto, in each case whether or not such Taxes or Other Taxes were
correctly or legally imposed or asserted by the relevant Governmental Authority.
Payment under this subsection (d) shall be made within thirty days after the
date the Lender or the Administrative Agent makes a demand therefor.

         3.02     Illegality.

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

         3.03     Inability to Determine Rates.

         If the Administrative Agent determines in connection with any request
for a Eurodollar Rate Loan or a conversion to or continuation thereof that for
any reason adequate and reasonable means do not exist for determining the
Eurodollar Base Rate for any requested Interest Period with respect to a
proposed Eurodollar Rate Loan, or that the Eurodollar Base Rate for any
requested Interest Period with respect to a proposed Eurodollar Rate Loan does
not adequately and fairly reflect the cost to the Lenders of funding such
Eurodollar Rate Loan, the Administrative Agent will promptly notify the Borrower
and all Lenders. Thereafter, the obligation of the Lenders to make or maintain
Eurodollar Rate Loans shall be suspended until the Administrative Agent revokes
such notice. Upon receipt of such notice, the Borrower may revoke any pending
request for a Borrowing of, conversion to or continuation of Eurodollar Rate
Loans or, failing that, will be deemed to have converted such request into a
request for a Borrowing of Base Rate Loans in the amount specified therein.

                                       37
<PAGE>

         3.04     Increased Cost and Reduced Return; Capital Adequacy.

         (a)      If any Lender determines that as a result of the introduction
of or any change in or in the interpretation of any Law, or such Lender's
compliance therewith, there shall be any increase in the cost to such Lender of
agreeing to make or making, funding or maintaining Eurodollar Rate Loans or (as
the case may be) issuing or participating in Letters of Credit, or a reduction
in the amount received or receivable by such Lender in connection with any of
the foregoing (excluding for purposes of this subsection (a) any such increased
costs or reduction in amount resulting from (i) Taxes or Other Taxes (as to
which Section 3.01 shall govern), (ii) changes in the basis of taxation of
overall net income or overall gross income by the United States or any foreign
jurisdiction or any political subdivision of either thereof under the Laws of
which such Lender is organized or has its Lending Office, and (iii) reserve
requirements utilized, as to Eurodollar Rate Loans, in the determination of the
Eurodollar Rate), then from time to time upon demand of such Lender (with a copy
of such demand to the Administrative Agent), the Borrower shall pay to such
Lender such additional amounts as will compensate such Lender for such increased
cost or reduction.

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

         3.05     Funding Losses.

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

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

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

                  (c)      any assignment of a Eurodollar Rate Loan on a day
         other than the last day of the Interest Period therefor as a result of
         a request by the Borrower pursuant to Section 11.16; or

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

         For purposes of calculating amounts payable by the Borrower to the
Lenders under this Section 3.05, each Lender shall be deemed to have funded each
Eurodollar Rate Loan made by it at the Eurodollar Base Rate used in determining
the Eurodollar Rate for such Loan by a matching deposit or other

                                       38
<PAGE>

borrowing in the applicable offshore interbank market for such currency for a
comparable amount and for a comparable period, whether or not such Eurodollar
Rate Loan was in fact so funded.

         3.06     Matters Applicable to all Requests for Compensation.

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

         (b)      Upon any Lender's making a claim for compensation under
Section 3.01 or 3.04, the Borrower may replace such Lender in accordance with
Section 11.16.

         3.07     Survival.

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

                                   ARTICLE IV

                                    GUARANTY

         4.01     The Guaranty.

         Each of the Guarantors hereby jointly and severally guarantees to each
Lender, each Affiliate of a Lender that enters into a Swap Contract, and the
Administrative Agent as hereinafter provided, as primary obligor and not as
surety, the prompt payment of the Obligations in full when due (whether at
stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash
collateralization or otherwise) strictly in accordance with the terms thereof.
The Guarantors hereby further agree that if any of the Obligations are not paid
in full when due (whether at stated maturity, as a mandatory prepayment, by
acceleration, as a mandatory cash collateralization or otherwise), the
Guarantors will, jointly and severally, promptly pay the same, without any
demand or notice whatsoever, and that in the case of any extension of time of
payment or renewal of any of the Obligations, the same will be promptly paid in
full when due (whether at extended maturity, as a mandatory prepayment, by
acceleration, as a mandatory cash collateralization or otherwise) in accordance
with the terms of such extension or renewal.

         Notwithstanding any provision to the contrary contained herein or in
any other of the Loan Documents or Swap Contracts, the obligations of each
Guarantor under this Agreement and the other Loan Documents shall be limited to
an aggregate amount equal to the largest amount that would not render such
obligations subject to avoidance under the Debtor Relief Laws or any comparable
provisions of any applicable state law.

         4.02     Obligations Unconditional.

         The obligations of the Guarantors under Section 4.01 are joint and
several, absolute and unconditional, irrespective of the value, genuineness,
validity, regularity or enforceability of any of the Loan Documents or Swap
Contracts, or any other agreement or instrument referred to therein, or any
substitution, release, impairment or exchange of any other guarantee of or
security for any of the Obligations, and, to the fullest extent permitted by
applicable law, irrespective of any other circumstance whatsoever which might
otherwise constitute a legal or equitable discharge or defense of a surety or
guarantor, it being the intent of this Section 4.02 that the obligations of the
Guarantors hereunder shall be absolute and unconditional under

                                       39
<PAGE>

any and all circumstances. Each Guarantor agrees that such Guarantor shall have
no right of subrogation, indemnity, reimbursement or contribution against the
Borrower or any other Guarantor for amounts paid under this Article IV until
such time as the Obligations have been paid in full and the Commitment have
expired or terminated. Without limiting the generality of the foregoing, it is
agreed that, to the fullest extent permitted by law, the occurrence of any one
or more of the following shall not alter or impair the liability of any
Guarantor hereunder, which shall remain absolute and unconditional as described
above:

                  (a)      at any time or from time to time, without notice to
         any Guarantor, the time for any performance of or compliance with any
         of the Obligations shall be extended, or such performance or compliance
         shall be waived;

                  (b)      any of the acts mentioned in any of the provisions of
         any of the Loan Documents, any Swap Contract between any Loan Party and
         any Lender, or any Affiliate of a Lender, or any other agreement or
         instrument referred to in the Loan Documents or such Swap Contracts
         shall be done or omitted;

                  (c)      the maturity of any of the Obligations shall be
         accelerated, or any of the Obligations shall be modified, supplemented
         or amended in any respect, or any right under any of the Loan
         Documents, any Swap Contract between any Loan Party and any Lender, or
         any Affiliate of a Lender, or any other agreement or instrument
         referred to in the Loan Documents or such Swap Contracts shall be
         waived or any other guarantee of any of the Obligations or any security
         therefor shall be released, impaired or exchanged in whole or in part
         or otherwise dealt with;

                  (d)      any Lien granted to, or in favor of, the
         Administrative Agent or any Lender or Lenders as security for any of
         the Obligations shall fail to attach or be perfected; or

                  (e)      any of the Obligations shall be determined to be void
         or voidable (including, without limitation, for the benefit of any
         creditor of any Guarantor) or shall be subordinated to the claims of
         any Person (including, without limitation, any creditor of any
         Guarantor).

         With respect to its obligations hereunder, each Guarantor hereby
expressly waives diligence, presentment, demand of payment, protest and all
notices whatsoever, and any requirement that the Administrative Agent or any
Lender exhaust any right, power or remedy or proceed against any Person under
any of the Loan Documents, any Swap Contract between any Loan Party and any
Lender, or any Affiliate of a Lender, or any other agreement or instrument
referred to in the Loan Documents or such Swap Contracts, or against any other
Person under any other guarantee of, or security for, any of the Obligations.

         4.03     Reinstatement.

         The obligations of the Guarantors under this Article IV shall be
automatically reinstated if and to the extent that for any reason any payment by
or on behalf of any Person in respect of the Obligations is rescinded or must be
otherwise restored by any holder of any of the Obligations, whether as a result
of any proceedings in bankruptcy or reorganization or otherwise, and each
Guarantor agrees that it will indemnify the Administrative Agent and each Lender
on demand for all reasonable costs and expenses (including, without limitation,
fees and expenses of counsel) incurred by the Administrative Agent or such
Lender in connection with such rescission or restoration, including any such
costs and expenses incurred in defending against any claim alleging that such
payment constituted a preference, fraudulent transfer or similar payment under
any bankruptcy, insolvency or similar law.

         4.04     Certain Additional Waivers.

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<PAGE>

         Each Guarantor further agrees that such Guarantor shall have no right
of recourse to security for the Obligations, except through the exercise of
rights of subrogation pursuant to Section 4.02 and through the exercise of
rights of contribution pursuant to Section 4.06.

         4.05     Remedies.

         The Guarantors agree that, to the fullest extent permitted by law, as
between the Guarantors, on the one hand, and the Administrative Agent and the
Lenders, on the other hand, the Obligations may be declared to be forthwith due
and payable as provided in Section 9.02 (and shall be deemed to have become
automatically due and payable in the circumstances provided in said Section
9.02) for purposes of Section 4.01 notwithstanding any stay, injunction or other
prohibition preventing such declaration (or preventing the Obligations from
becoming automatically due and payable) as against any other Person and that, in
the event of such declaration (or the Obligations being deemed to have become
automatically due and payable), the Obligations (whether or not due and payable
by any other Person) shall forthwith become due and payable by the Guarantors
for purposes of Section 4.01. The Guarantors acknowledge and agree that their
obligations hereunder are secured in accordance with the terms of the Collateral
Documents and that the Lenders may exercise their remedies thereunder in
accordance with the terms thereof.

         4.06     Rights of Contribution.

         The Guarantors hereby agree as among themselves that, if any Guarantor
shall make an Excess Payment (as defined below), such Guarantor shall have a
right of contribution from each other Guarantor in an amount equal to such other
Guarantor's Contribution Share (as defined below) of such Excess Payment. The
payment obligations of any Guarantor under this Section 4.06 shall be
subordinate and subject in right of payment to the Obligations until such time
as the Obligations have been paid in full and the Commitments have expired or
terminated, and none of the Guarantors shall exercise any right or remedy under
this Section 4.06 against any other Guarantor until such Obligations have been
paid in full and the Commitments have expired or terminated. For purposes of
this Section 4.06, (a) "Excess Payment" shall mean the amount paid by any
Guarantor in excess of its Ratable Share of any Guaranteed Obligations; (b)
"Ratable Share" shall mean, for any Guarantor in respect of any payment of
Obligations, the ratio (expressed as a percentage) as of the date of such
payment of Guaranteed Obligations of (i) the amount by which the aggregate
present fair salable value of all of its assets and properties exceeds the
amount of all debts and liabilities of such Guarantor (including contingent,
subordinated, unmatured, and unliquidated liabilities, but excluding the
obligations of such Guarantor hereunder) to (ii) the amount by which the
aggregate present fair salable value of all assets and other properties of all
of the Loan Parties exceeds the amount of all of the debts and liabilities
(including contingent, subordinated, unmatured, and unliquidated liabilities,
but excluding the obligations of the Loan Parties hereunder) of the Loan
Parties; provided, however, that, for purposes of calculating the Ratable Shares
of the Guarantors in respect of any payment of Obligations, any Guarantor that
became a Guarantor subsequent to the date of any such payment shall be deemed to
have been a Guarantor on the date of such payment and the financial information
for such Guarantor as of the date such Guarantor became a Guarantor shall be
utilized for such Guarantor in connection with such payment; (c) "Contribution
Share" shall mean, for any Guarantor in respect of any Excess Payment made by
any other Guarantor, the ratio (expressed as a percentage) as of the date of
such Excess Payment of (i) the amount by which the aggregate present fair
salable value of all of its assets and properties exceeds the amount of all
debts and liabilities of such Guarantor (including contingent, subordinated,
unmatured, and unliquidated liabilities, but excluding the obligations of such
Guarantor hereunder) to (ii) the amount by which the aggregate present fair
salable value of all assets and other properties of the Loan Parties other than
the maker of such Excess Payment exceeds the amount of all of the debts and
liabilities (including contingent, subordinated, unmatured, and unliquidated
liabilities, but excluding the obligations of the Loan Parties) of the Loan
Parties other than the maker of such Excess Payment; provided, however, that,
for purposes of calculating the Contribution Shares of the Guarantors in respect
of any Excess Payment, any Guarantor that became a

                                       41
<PAGE>

Guarantor subsequent to the date of any such Excess Payment shall be deemed to
have been a Guarantor on the date of such Excess Payment and the financial
information for such Guarantor as of the date such Guarantor became a Guarantor
shall be utilized for such Guarantor in connection with such Excess Payment; and
(d) "Guaranteed Obligations" shall mean the Obligations guaranteed by the
Guarantors pursuant to this Article IV. This Section 4.06 shall not be deemed to
affect any right of subrogation, indemnity, reimbursement or contribution that
any Guarantor may have under Law against the Borrower in respect of any payment
of Guaranteed Obligations. Notwithstanding the foregoing, all rights of
contribution against any Guarantor shall terminate from and after such time, if
ever, that such Guarantor shall be relieved of its obligations in accordance
with Section 10.11.

         4.07     Guarantee of Payment; Continuing Guarantee.

         The guarantee in this Article IV is a guaranty of payment and not of
collection, is a continuing guarantee, and shall apply to all Obligations
whenever arising.

                                    ARTICLE V

                    CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

         5.01     Conditions of Initial Credit Extension.

         The obligation of each Lender to make its initial Credit Extension
hereunder is subject to satisfaction of the following conditions precedent:

                  (a)      Loan Documents. Receipt by the Administrative Agent
         of executed counterparts of this Agreement and the Notes, each properly
         executed by a Responsible Officer of the signing Loan Party and, in the
         case of this Agreement, by each Lender.

                  (b)      Opinions of Counsel. Receipt by the Administrative
         Agent of a favorable opinion of King & Spalding LLP, addressed to the
         Administrative Agent and each Lender, dated as of the Closing Date, and
         in form and substance satisfactory to the Administrative Agent.

                  (c)      Financial Statements. The Administrative Agent shall
         have received:

                           (i)      consolidated financial statements of the
                  Borrower and its Subsidiaries for the fiscal years ended
                  December 31, 2000, December 31, 2001 and December 31, 2002,
                  including balance sheets and income and cash flow statements,
                  in each case audited by independent public accountants of
                  recognized national standing and prepared in conformity with
                  GAAP; and

                           (ii)     interim quarterly financial statements of
                  the Borrower and its Subsidiaries for the fiscal quarters
                  ending March 31, 2003 and June 30, 2003;

                  (d)      Collateral Documents. The Loan Parties shall deliver
         to the Administrative Agent executed counterparts of the Pledge
         Agreement and the Security Agreement, each properly executed by a
         Responsible Officer of the signing Loan Party, together with
         appropriate UCC-1 financing statements.

                  (e)      Perfection and Priority of Liens. The Loan Parties
         shall deliver to the Administrative Agent the following:

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<PAGE>

                           (i)      searches of Uniform Commercial Code filings
                  in the jurisdiction of formation of each Loan Party, the
                  jurisdiction of the chief executive office of each Loan Party
                  and each jurisdiction where any Collateral is located or where
                  a filing would need to be made in order to perfect the
                  Administrative Agent's security interest in the Collateral,
                  copies of the financing statements on file in such
                  jurisdictions and evidence that no Liens exist other than
                  Permitted Liens;

                           (ii)     all certificates evidencing any certificated
                  Capital Stock pledged to the Administrative Agent pursuant to
                  the Pledge Agreement, together with duly executed in blank,
                  undated stock powers attached thereto;

                           (iii)    searches of ownership of, and Liens on,
                  intellectual property of each Loan Party in the appropriate
                  governmental offices; and

                           (iv)     duly executed notices of grant of security
                  interest in the form required by the Security Agreement as are
                  necessary, in the Administrative Agent's sole discretion, to
                  perfect the Administrative Agent's security interest in the
                  intellectual property of the Loan Parties.

                  (f)      Evidence of Insurance. The Loan Parties shall deliver
         to the Administrative Agent copies of insurance policies or
         certificates of insurance of the Loan Parties evidencing liability and
         casualty insurance meeting the requirements set forth in the Loan
         Documents, including, but not limited to, naming the Administrative
         Agent as additional insured (in the case of liability insurance) or
         loss payee (in the case of hazard insurance) on behalf of the Lenders.

                  (g)      No Material Adverse Change. There shall not have
         occurred a material adverse change since December 31, 2002 in the
         business, assets, properties or financial condition of the Borrower and
         its Subsidiaries taken as a whole.

                  (h)      Litigation. There shall not exist any action, suit,
         investigation or proceeding pending or threatened in any court or
         before an arbitrator or Governmental Authority that would reasonably be
         expected to have a Material Adverse Effect.

                  (i)      Subordinated Debt. The Borrower shall have received
         gross proceeds from the issuance of the Convertible Senior Subordinated
         Debentures in an amount of at least $90 million but not to exceed $130
         million and shall have used a sufficient portion of such proceeds to
         refinance the Indebtedness under the Existing Credit Agreement. The
         Administrative Agent shall have received copies, certified by an
         officer of the Borrower as true and complete, of the Convertible Senior
         Subordinated Debentures Documents (including all exhibits and schedules
         thereto) as originally executed and delivered, together with any
         amendments or modifications to such Convertible Senior Subordinated
         Debentures Documents as of the Closing Date, such Convertible Senior
         Subordinated Debentures Documents and amendments or modifications to be
         acceptable to the Administrative Agent.

                  (j)      Organization Documents, Resolutions, Etc. Receipt by
         the Administrative Agent's of the following, each of which shall be
         originals or facsimiles (followed promptly by originals), dated as of a
         recent date before the Closing Date and in form and substance
         satisfactory to the Administrative Agent and its legal counsel:

                           (i)      copies of the Organization Documents of each
                  Loan Party certified to be true and complete as of a recent
                  date by the appropriate Governmental Authority of the state

                                       43
<PAGE>

                  or other jurisdiction of its incorporation or organization,
                  where applicable, and certified by a secretary or assistant
                  secretary of such Loan Party to be true and correct as of the
                  Closing Date;

                           (ii)     such certificates of resolutions or other
                  action, incumbency certificates and/or other certificates of
                  Responsible Officers of each Loan Party as the Administrative
                  Agent may require evidencing the identity, authority and
                  capacity of each Responsible Officer thereof authorized to act
                  as a Responsible Officer in connection with this Agreement and
                  the other Loan Documents to which such Loan Party is a party;
                  and

                           (iii)    such documents and certifications as the
                  Administrative Agent may reasonably require to evidence that
                  each Loan Party is duly organized or formed, and is validly
                  existing, in good standing and qualified to engage in business
                  in its state of organization or formation, the state of its
                  principal place of business and each other jurisdiction where
                  its ownership, lease or operation of properties or the conduct
                  of its business requires such qualification, except to the
                  extent that failure to do so could not reasonably be expected
                  to have a Material Adverse Effect.

                  (k)      Closing Certificate. Receipt by the Administrative
         Agent of a certificate signed by a Responsible Officer of the Borrower
         certifying that the conditions specified in Sections 5.02(a), (b) and
         (c) have been satisfied.

                  (l)      Fees. Receipt by the Administrative Agent and the
         Lenders of any fees required to be paid on or before the Closing Date.

                  (m)      Attorney Costs. Unless waived by the Administrative
         Agent, the Borrower shall have paid all Attorney Costs of the
         Administrative Agent to the extent invoiced prior to or on the Closing
         Date.

                  (n)      Existing Credit Agreement. Evidence that the Existing
         Credit Agreement has been or concurrently with the Closing Date is
         being terminated and all Liens securing obligations under the Existing
         Credit Agreement have been or concurrently with the Closing Date are
         being released.

                  (o)      Other. Receipt by the Administrative Agent and the
         Lenders of such other documents, instruments, agreements and
         information as reasonably requested by the Administrative Agent or any
         Lender, including, but not limited to, information regarding
         litigation, tax, accounting, labor, insurance, pension liabilities
         (actual or contingent), real estate leases, material contracts, debt
         agreements, property ownership, environmental matters, contingent
         liabilities and management of the Borrower and its Subsidiaries.

         5.02     Conditions to all Credit Extensions.

         The obligation of each Lender to honor any Request for Credit Extension
is subject to the following conditions precedent:

                  (a)      The representations and warranties of the Borrower
         and each other Loan Party contained in Article VI or any other Loan
         Document shall be true and correct in all material respects on and as
         of the date of such Credit Extension, except to the extent that such
         representations and warranties specifically refer to an earlier date,
         in which case they shall be true and correct as of such earlier date,
         and except that for purposes of this Section 5.02, the

                                       44
<PAGE>

         representations and warranties contained in subsections (a) and (b) of
         Section 6.05 shall be deemed to refer to the most recent statements
         furnished pursuant to clauses (a) and (b), respectively, of Section
         7.01.

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

                  (c)      There shall not have been commenced against the
         Borrower or any Subsidiary an involuntary case under any applicable
         Debtor Relief Law, now or hereafter in effect, or any case, proceeding
         or other action for the appointment of a receiver, liquidator,
         assignee, custodian, trustee, sequestrator (or similar official) of
         such Person or for any substantial part of its Property or for the
         winding up or liquidation of its affairs, and such involuntary case or
         other case, proceeding or other action shall remain undismissed.

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

         Each Request for Credit Extension submitted by the Borrower shall be
deemed to be a representation and warranty that the conditions specified in
Sections 5.02(a), (b) and (c) have been satisfied on and as of the date of the
applicable Credit Extension.

                                   ARTICLE VI

                         REPRESENTATIONS AND WARRANTIES

         The Loan Parties represent and warrant to the Administrative Agent and
the Lenders that:

         6.01     Existence, Qualification and Power.

         Each Loan Party (a) is a corporation, partnership or limited liability
company duly organized or formed, validly existing and in good standing under
the Laws of the jurisdiction of its incorporation or organization, (b) has all
requisite power and authority and all requisite governmental licenses,
authorizations, consents and approvals to (i) own its assets and carry on its
business and (ii) execute, deliver and perform its obligations under the Loan
Documents to which it is a party, and (c) is duly qualified and is licensed and
in good standing under the Laws of each jurisdiction where its ownership, lease
or operation of properties or the conduct of its business requires such
qualification or license; except in each case referred to in clause (b)(i) or
(c), to the extent that failure to do so could not reasonably be expected to
have a Material Adverse Effect.

         6.02     Authorization; No Contravention.

         The execution, delivery and performance by each Loan Party of each Loan
Document to which such Person is party, have been duly authorized by all
necessary corporate or other organizational action, and do not (a) contravene
the terms of any of such Person's Organization Documents; (b) conflict with or
result in any breach or contravention of, or the creation of any Lien under (i)
any material Contractual Obligation to which such Person is a party or (ii) any
order, injunction, writ or decree of any Governmental Authority or any arbitral
award to which such Person or its property is subject; or (c) violate any Law
(including, without limitation, Regulation U or Regulation X issued by the FRB).

                                       45
<PAGE>

         6.03     Governmental Authorization; Other Consents.

         No approval, consent, exemption, authorization, or other action by, or
notice to, or filing with, any Governmental Authority or any other Person is
necessary or required in connection with the execution, delivery or performance
by, or enforcement against, any Loan Party of this Agreement or any other Loan
Document, other than (i) those that have already been obtained and are in full
force and effect and (ii) filings to perfect the Liens created by the Collateral
Documents.

         6.04     Binding Effect.

         This Agreement and each other Loan Document has been duly executed and
delivered by each Loan Party that is party thereto. This Agreement and each
other Loan Document constitutes a legal, valid and binding obligation of each
Loan Party that is party thereto, enforceable against each such Loan Party in
accordance with its terms, except as enforceability may be limited by applicable
Debtor Relief Laws and by general equitable principals (whether in law or
equity).

         6.05     Financial Statements; No Material Adverse Effect.

         (a)      The Audited Financial Statements (i) were prepared in
accordance with GAAP consistently applied throughout the period covered thereby,
except as otherwise expressly noted therein; (ii) fairly present in all material
respects the financial condition of the Borrower and its Subsidiaries as of the
date thereof and their results of operations for the period covered thereby in
accordance with GAAP consistently applied throughout the period covered thereby,
except as otherwise expressly noted therein; and (iii) show all material
indebtedness and other liabilities, direct or contingent, of the Borrower and
its Subsidiaries as of the date thereof, including liabilities for taxes,
commitments and Indebtedness required by GAAP to be reflected therein or in the
notes thereto.

         (b)      The unaudited consolidated financial statements of the
Borrower and its Subsidiaries dated June 30, 2003 and the related consolidated
statements of income or operations and cash flows for the fiscal quarter ended
on that date (i) were prepared in accordance with GAAP consistently applied
throughout the period covered thereby, except as otherwise expressly noted
therein; (ii) fairly present in all material respects the financial condition of
the Borrower and its Subsidiaries as of the date thereof and their results of
operations for the period covered thereby, subject, in the case of clauses (i)
and (ii), to the absence of footnotes and to normal year-end audit adjustments;
and (iii) show all material indebtedness and other liabilities, direct or
contingent, of the Borrower and its Subsidiaries as of the date thereof,
including liabilities for taxes, material commitments and Indebtedness required
by GAAP to be reflected therein.

         (c)      From the date of the Audited Financial Statements to and
including the Closing Date, there has been no material Disposition by the
Borrower or any Subsidiary, or any Involuntary Disposition, of any material part
of the business or Property of the Borrower and its Subsidiaries, taken as a
whole, and no purchase or other acquisition (other than the Acquisition of
Chemicon) by any of them of any business or property (including any Capital
Stock of any other Person) material in relation to the consolidated financial
condition of the Borrower and its Subsidiaries, taken as a whole, in each case,
which is not reflected in the foregoing financial statements or in the notes
thereto and has not otherwise been disclosed in writing to the Lenders on or
prior to the Closing Date.

         (d)      The financial statements delivered pursuant to Section 7.01(a)
and (b) have been prepared in accordance with GAAP (except as may otherwise be
permitted under Section 7.01(a) and (b)) and present fairly in all material
respects (on the basis disclosed in the footnotes to such financial statements)
the consolidated and, in the case of quarterly financial statements delivered
pursuant to Section 7.01(b),

                                       46
<PAGE>

consolidating, financial condition, results of operations and consolidated cash
flows of the Borrower and its Subsidiaries as of such date and for such periods.

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

         6.06     Litigation.

         There are no actions, suits, proceedings, claims or disputes pending
or, to the knowledge of the Loan Parties after due and diligent investigation,
threatened or contemplated, at law, in equity, in arbitration or before any
Governmental Authority, by or against the Borrower or any of its Subsidiaries or
against any of their properties or revenues that (a) purport to affect or
pertain to this Agreement or any other Loan Document, or any of the transactions
contemplated hereby or (b) or could reasonably be expected to have a Material
Adverse Effect.

         6.07     No Default.

         (a)      Neither the Borrower nor any Subsidiary is in default under or
with respect to any Contractual Obligation that could reasonably be expected to
have a Material Adverse Effect.

         (b)      No Default has occurred and is continuing.

         6.08     Ownership of Property; Liens.

         Each of the Borrower and its Subsidiaries has good record and
marketable title in fee simple to, or valid leasehold interests in, all real
property necessary or used in the ordinary conduct of its business, except for
such defects in title as could not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect. The property of the Borrower and
its Subsidiaries is subject to no Liens, other than Permitted Liens.

         6.09     Environmental Compliance.

         Except as could not reasonably be expected to have a Material Adverse
Effect:

                  (a)      Each of the Facilities and all operations at the
         Facilities are in compliance with all applicable Environmental Laws,
         and there is no violation of any Environmental Law with respect to the
         Facilities or the Businesses, and there are no conditions relating to
         the Facilities or the Businesses that could give rise to liability
         under any applicable Environmental Laws.

                  (b)      None of the Facilities contains, or has previously
         contained, any Hazardous Materials at, on or under the Facilities in
         amounts or concentrations that constitute or constituted a violation
         of, or could give rise to liability under, Environmental Laws.

                  (c)      Neither the Borrower nor any Subsidiary has received
         any written or verbal notice of, or inquiry from any Governmental
         Authority regarding, any violation, alleged violation, non-compliance,
         liability or potential liability regarding environmental matters or
         compliance with Environmental Laws with regard to any of the Facilities
         or the Businesses, nor does any Responsible Officer of any Loan Party
         have knowledge or reason to believe that any such notice will be
         received or is being threatened.

                                       47
<PAGE>

                  (d)      Hazardous Materials have not been transported or
         disposed of from the Facilities, or generated, treated, stored or
         disposed of at, on or under any of the Facilities or any other
         location, in each case by or on behalf the Borrower or any Subsidiary
         in violation of, or in a manner that would be reasonably likely to give
         rise to liability under, any applicable Environmental Law.

                  (e)      No judicial proceeding or governmental or
         administrative action is pending or, to the knowledge of the
         Responsible Officers of the Loan Parties, threatened, under any
         Environmental Law to which the Borrower or any Subsidiary is or will be
         named as a party, nor are there any consent decrees or other decrees,
         consent orders, administrative orders or other orders, or other
         administrative or judicial requirements outstanding under any
         Environmental Law with respect to the Borrower, any Subsidiary, the
         Facilities or the Businesses.

                  (f)      There has been no release or, threat of release of
         Hazardous Materials at or from the Facilities, or arising from or
         related to the operations (including, without limitation, disposal) of
         the Borrower or any Subsidiary in connection with the Facilities or
         otherwise in connection with the Businesses, in violation of or in
         amounts or in a manner that could give rise to liability under
         Environmental Laws.

         The information supplied on Schedule 6.09 is provided for disclosure
purposes only, and the matter described on Schedule 6.09 could not reasonably be
expected to have a Material Adverse Effect.

         6.10     Insurance.

         The properties of the Borrower and its Subsidiaries are insured with
financially sound and reputable insurance companies not Affiliates of the
Borrower, in such amounts, with such deductibles and covering such risks as are
customarily carried by companies engaged in similar businesses and owning
similar properties in localities where the Borrower or the applicable Subsidiary
operates. The property and liability insurance coverage of the Loan Parties as
in effect on the Closing Date is outlined as to carrier, policy number,
expiration date, type, amount and deductibles on Schedule 6.10.

         6.11     Taxes.

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

         6.12     ERISA Compliance.

         (a)      Each Plan is in compliance in all material respects with the
applicable provisions of ERISA, the Internal Revenue Code and other federal or
state Laws. Each Plan that is an individually-designed plan and intended to
qualify under Section 401(a) of the Internal Revenue Code has received a
favorable determination letter from the IRS or an application for such a letter
is currently being processed by the IRS with respect thereto. The adopting
employer of each Plan that is intended to qualify under Section 401(a) of the
Internal Revenue Code and that has been established or is maintained by the
adoption of a master, prototype or volume submitter plan may rely on a favorable
opinion or advisory letter with respect to such qualification issued by the IRS
to the sponsor or practitioner of the master, prototype or volume submitter
plan. To the best knowledge of the Loan Parties, nothing has occurred which
would

                                       48
<PAGE>

prevent, or cause the loss of, the qualification of each Plan that is intended
to qualify under Section 401(a) of the Internal Revenue Code. Each Loan Party
and each ERISA Affiliate have made all required contributions to each Plan
subject to Section 412 of the Internal Revenue Code, and no application for a
funding waiver or an extension of any amortization period pursuant to Section
412 of the Internal Revenue Code has been made with respect to any Plan.

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

         (c)      (i) No ERISA Event has occurred or is reasonably expected to
occur; (ii) no Pension Plan has any Unfunded Pension Liability; (iii) no Loan
Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any
liability under Title IV of ERISA with respect to any Pension Plan (other than
premiums due and not delinquent under Section 4007 of ERISA); (iv) no Loan Party
nor any ERISA Affiliate has incurred, or reasonably expects to incur, any
liability (and no event has occurred which, with the giving of notice under
Section 4219 of ERISA, would result in such liability) under Sections 4201 or
4243 of ERISA with respect to a Multiemployer Plan; and (v) no Loan Party nor
any ERISA Affiliate has engaged in a transaction that could be subject to
Sections 4069 or 4212(c) of ERISA, in each case which could reasonably be
expected to have a Material Adverse Effect.

         6.13     Subsidiaries.

         Set forth on Schedule 6.13 is a complete and accurate list as of the
Closing Date of each Subsidiary, together with (i) jurisdiction of formation,
(ii) number of shares of each class of Capital Stock outstanding, (iii) number
and percentage of outstanding shares of each class owned (directly or
indirectly) by the Borrower or any Subsidiary and (iv) number and effect, if
exercised, of all outstanding options, warrants, rights of conversion or
purchase and all other similar rights with respect thereto. The outstanding
Capital Stock of each Subsidiary is validly issued, fully paid and
non-assessable.

         6.14     Margin Regulations; Investment Company Act; Public Utility
Holding Company Act.

         (a)      Following the application of the proceeds of each Borrowing or
drawing under each Letter of Credit, not more than 25% of the value of the
assets (either of the Borrower only or of the Borrower and its Subsidiaries on a
consolidated basis) subject to the provisions of Section 8.01 or Section 8.05 or
subject to any restriction contained in any agreement or instrument between the
Borrower and any Lender or any Affiliate of any Lender relating to Indebtedness
and within the scope of Section 9.01(e) will be margin stock.

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

         6.15     Disclosure.

         No report, financial statement, certificate or other information
furnished (whether in writing or orally) by or on behalf of any Loan Party to
the Administrative Agent or any Lender in connection with the transactions
contemplated hereby and the negotiation of this Agreement or delivered hereunder
(as

                                       49
<PAGE>

modified or supplemented by other information so furnished) contains any
material misstatement of fact or omits to state any material fact necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading; provided that, with respect to projected financial
information, the Loan Parties represent only that such information was prepared
in good faith based upon assumptions believed to be reasonable at the time.

         6.16     Compliance with Laws.

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

         6.17     Intellectual Property; Licenses, Etc.

         The Borrower and its Subsidiaries own, or possess the legal right to
use, all material trademarks, service marks, trade names, copyrights, patents,
patent rights, franchises, licenses and other intellectual property rights
(collectively, "IP Rights") that are necessary for the operation of their
respective businesses. Set forth on Schedule 6.17 is a list of all IP Rights
registered or pending registration with the United States Copyright Office or
the United States Patent and Trademark Office and owned by each Loan Party as of
the Closing Date. Except for such claims and infringements that could not
reasonably be expected to have a Material Adverse Effect, no claim has been
asserted and is pending by any Person challenging or questioning the use of any
IP Rights or the validity or effectiveness of any IP Rights, nor does any Loan
Party know of any such claim, and, to the knowledge of the Responsible Officers
of the Loan Parties, the use of any IP Rights by the Borrower or any Subsidiary
or the granting of a right or a license in respect of any IP Rights from the
Borrower or any Subsidiary does not infringe on the rights of any Person. As of
the Closing Date, none of the material IP Rights owned by any of the Loan
Parties is subject to any licensing agreement or similar arrangement except as
set forth on Schedule 6.17.

         6.18     Solvency.

         The Loan Parties are Solvent on a consolidated basis.

         6.19     Perfection of Security Interests in the Collateral.

         The Collateral Documents create valid security interests in, and Liens
on, the Collateral purported to be covered thereby, which security interests and
Liens will be, upon filing of UCC-1 financing statements and notices of grant of
security interests in IP Rights in the applicable recording offices, the
perfected security interests and Liens, prior to all other Liens other than
Permitted Liens.

         6.20     Business Locations.

         Set forth on Schedule 6.20(a) is a list of all locations where any
tangible personal property of any Loan Party is located as of the Closing Date
and an indication as to whether such location is owned or leased. Set forth on
Schedule 6.20(b) is the chief executive office, taxpayer identification number
and organizational identification number of each Loan Party as of the Closing
Date. The exact legal name and state of organization of each Loan Party is as
set forth on the signature pages hereto.

                                       50
<PAGE>

         6.21     Brokers' Fees.

         Neither the Borrower nor any Subsidiary has any obligation to any
Person in respect of any finder's, broker's, investment banking or other similar
fee in connection with any of the transactions contemplated under the Loan
Documents.

         6.22     Labor Matters.

         There are no collective bargaining agreements or Multiemployer Plans
covering the employees of the Borrower or any Subsidiary as of the Closing Date
and neither the Borrower nor any Subsidiary has suffered any strikes, walkouts,
work stoppages or other material labor difficulty within the five years prior to
the Closing Date.

         6.23     Tax Shelter Regulations.

         The Borrower does not intend to treat the Loans and/or Letters of
Credit and related transactions as being a "reportable transaction" (within the
meaning of Treasury Regulation Section 1.6011-4). In the event the Borrower
determines to take any action inconsistent with such intention, it will promptly
notify the Administrative Agent thereof. If the Borrower so notifies the
Administrative Agent, the Loan Parties acknowledge that one or more of the
Lenders may treat its Loans and/or Letters of Credit as part of a transaction
that is subject to Treasury Regulation Section 301.6112-1, and such Lender or
Lenders, as applicable, will maintain the lists and other records required by
such Treasury Regulation.

         6.24     Subordination.

         The subordination provisions contained in the Convertible Senior
Subordinated Debentures Documents are enforceable against the Borrower, the
Guarantors and the holders of the Convertible Senior Subordinated Debentures,
and all Obligations hereunder and under the other Loan Documents are within the
definitions of "Senior Debt" and "Designated Senior Debt" included in such
subordination provisions.

         6.25     Inactive Subsidiaries.

         No Inactive Subsidiary (a) has aggregate assets with a value in excess
of $25,000 or (b) is engaged in any business.

                                   ARTICLE VII

                              AFFIRMATIVE COVENANTS

         So long as any Lender shall have any Commitment hereunder, any Loan or
other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of
Credit shall remain outstanding, the Loan Parties shall and shall cause each
Subsidiary to:

         7.01     Financial Statements.

         Deliver to the Administrative Agent and each Lender, in form and detail
satisfactory to the Administrative Agent and the Required Lenders:

                                       51
<PAGE>

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

                  (b)      as soon as available, but in any event within
         forty-five days (ninety days in the case of the fourth fiscal quarter)
         after the end of each fiscal quarter of the Borrower, a consolidated
         and consolidating balance sheet of the Borrower and its Subsidiaries as
         at the end of such fiscal quarter, and the related consolidated and
         consolidating statements of income or operations and consolidated cash
         flows for such fiscal quarter and for the portion of the Borrower's
         fiscal year then ended, setting forth in each case in comparative form
         the figures for the corresponding fiscal quarter of the previous fiscal
         year and the corresponding portion of the previous fiscal year, all in
         reasonable detail and certified by a Responsible Officer of the
         Borrower as fairly presenting in all material respects the financial
         condition, results of operations and cash flows of the Borrower and its
         Subsidiaries in accordance with GAAP, subject only to normal year-end
         audit adjustments and the absence of footnotes. The deliver of the
         financial statements described in Section 7.01(a) shall satisfy the
         requirements to deliver consolidated financial statements for the
         fourth quarter required by this Section 7.01(b).

         7.02     Certificates; Other Information.

         Deliver to the Administrative Agent and each Lender, in form and detail
satisfactory to the Administrative Agent and the Required Lenders:

                  (a)      concurrently with the delivery of the financial
         statements referred to in Section 7.01(a), a written statement of the
         independent certified public accountants reporting on such financial
         statements that in making the examination necessary therefor no
         knowledge was obtained of any Default or Event of Default, except as
         specified in such written statement (it being understood that such
         written statement shall be limited to the items that independent
         certified public accountants are permitted to cover in such
         certificates pursuant to their professional standards and customs of
         the profession);

                  (b)      concurrently with the delivery of the financial
         statements referred to in Sections 7.01(a) and (b), a duly completed
         Compliance Certificate signed by a Responsible Officer of the Borrower;

                  (c)      as soon as available but not later than 45 days after
         the end of each fiscal year of the Borrower, beginning with the fiscal
         year ending December 28, 2003, an annual business plan and budget of
         the Borrower and its Subsidiaries containing, among other things, pro
         forma financial statements for each quarter of the next fiscal year.

                  (d)      concurrently with the delivery of the financial
         statements referred to in Sections 7.01(a) and (b), a certificate of a
         Responsible Officer of the Borrower containing information regarding
         the amount of all Dispositions involving Property valued at $500,000 or
         greater and Acquisitions that occurred during the period covered by
         such financial statements.

                                       52
<PAGE>

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

                  (f)      promptly after the same are available, (i) copies of
         each annual report, proxy or financial statement or other report or
         communication sent to the stockholders of the Borrower, and copies of
         all annual, regular, periodic and special reports and registration
         statements which the Borrower may file or be required to file with the
         SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934 or
         to a holder of any Indebtedness owed by the Borrower or any Subsidiary
         in its capacity as such a holder and not otherwise required to be
         delivered to the Administrative Agent pursuant hereto and (ii) upon the
         reasonable request of the Administrative Agent, all reports and written
         information to and from the United States Environmental Protection
         Agency, or any state or local agency responsible for environmental
         matters, the United States Occupational Health and Safety
         Administration, or any state or local agency responsible for health and
         safety matters, or any successor agencies or authorities concerning
         environmental, health or safety matters;

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

                  (h)      promptly after the Borrower has notified the
         Administrative Agent of any intention by the Borrower to treat the
         Loans and/or Letters of Credit and related transactions as being a
         "reportable transaction" (within the meaning of Treasury Regulation
         Section 1.6011-4), a duly completed copy of IRS Form 8886 or any
         successor form;

                  (i)      concurrently with the delivery of (i) the financial
         statements referred to in Sections 7.01(a) and (b), a certificate of a
         Responsible Officer of the Borrower listing all registration numbers
         for all patents, trademarks, service marks, trade names and copyrights
         awarded to any Loan Party all patent applications, trademark
         applications, service mark applications, trade name applications and
         copyright applications submitted by any Loan Party, in each case since
         the date of the last such certificate (or, if it is the first such
         certificate, the Closing Date), and (ii) the financial statements
         referred to in Section 7.01(a), an update to Schedule 6.10.

         Documents required to be delivered pursuant to Section 7.01(a) or (b)
or Section 7.02(f) may be delivered electronically and if so delivered, shall be
deemed to have been delivered on the date (i) on which the Borrower posts such
documents, or provides a link thereto on the Borrower's website on the Internet
at the website address listed on Schedule 11.02; or (ii) on which such documents
are posted on the Borrower's behalf on IntraLinks/IntraAgency or another
relevant website, if any, to which each Lender and the Administrative Agent have
access (whether a commercial, third-party website or whether sponsored by the
Administrative Agent); provided that: (i) the Borrower shall deliver paper
copies of such documents to the Administrative Agent or any Lender that requests
the Borrower to deliver such paper copies until a written request to cease
delivering paper copies is given by the Administrative Agent or such Lender and
(ii) the Borrower shall notify (which may be by facsimile or electronic mail)
the Administrative Agent and each Lender of the posting of any such documents
and provide to the Administrative Agent by electronic mail electronic versions
(i.e., soft copies) of such documents. Notwithstanding anything contained
herein, in every instance the Borrower shall be required to provide

                                       53
<PAGE>

paper copies of the Compliance Certificates required by Section 7.02(b) to the
Administrative Agent and each of the Lenders. Except for such Compliance
Certificates, the Administrative Agent shall have no obligation to request the
delivery or to maintain copies of the documents referred to above, and in any
event shall have no responsibility to monitor compliance by the Borrower with
any such request for delivery, and each Lender shall be solely responsible for
requesting delivery to it or maintaining its copies of such documents.

         7.03     Notices.

         (a)      Promptly notify the Administrative Agent and each Lender of
the occurrence of any Default.

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

         (c)      Promptly notify the Administrative Agent and each Lender of
the occurrence of any ERISA Event that could reasonably be expected to have a
Material Adverse Effect.

         (d)      Promptly notify the Administrative Agent and each Lender of
any material change in accounting policies or financial reporting practices by
the Borrower or any Subsidiary.

         (e)      Upon the reasonable written request of the Administrative
Agent following the occurrence of any event or the discovery of any condition
which the Administrative Agent or the Required Lenders reasonably believe has
caused (or could be reasonably expected to cause) the representations and
warranties set forth in Section 6.09 to be untrue in any material respect, the
Loan Parties will furnish or cause to be furnished to the Administrative Agent,
at the Loan Parties' expense, a report of an environmental assessment of
reasonable scope, form and depth, (including, where appropriate, invasive soil
or groundwater sampling) by a consultant reasonably acceptable to the
Administrative Agent as to the nature and extent of the presence of any
Materials of Environmental Concern on any Real Properties (as defined in Section
6.09) and as to the compliance by any Consolidated Party with Environmental Laws
at such Real Properties.

         Each notice pursuant to this Section 7.03(a) through (e) shall be
accompanied by a statement of a Responsible Officer of the Borrower setting
forth details of the occurrence referred to therein and stating what action the
Borrower has taken and proposes to take with respect thereto. Each notice
pursuant to Section 7.03(a) shall describe with particularity any and all
provisions of this Agreement and any other Loan Document that have been
breached.

         7.04     Payment of Obligations.

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

                                       54
<PAGE>

         7.05     Preservation of Existence, Etc.

         (a) Preserve, renew and maintain in full force and effect its legal
existence and good standing under the Laws of the jurisdiction of its
organization except for Inactive Subsidiaries and except in a transaction
permitted by Section 8.04 or 8.05; (b) take all reasonable action to maintain
all rights, privileges, permits, licenses and franchises necessary or desirable
in the normal conduct of its business except where such inaction could
reasonably be expected to have a Material Adverse Effect; and (c) preserve or
renew all of its material registered patents, trademarks, trade names and
service marks necessary in the conduct of its business.

         7.06     Maintenance of Properties.

         Maintain, preserve and protect all of its material properties and
equipment necessary in the operation of its business in good working order and
condition, ordinary wear and tear and Involuntary Dispositions excepted.

         7.07     Maintenance of Insurance.

         Maintain in full force and effect insurance (including worker's
compensation insurance, liability insurance, casualty insurance and business
interruption insurance) with financially sound and reputable insurance companies
not Affiliates of the Borrower, in such amounts, with such deductibles and
covering such risks as are customarily carried by companies engaged in similar
businesses and owning similar properties in localities where the Borrower or the
applicable Subsidiary operates. The Administrative Agent shall be named as loss
payee or mortgagee, as its interest may appear, and/or additional insured with
respect to any such insurance providing coverage in respect of any Collateral,
and each provider of any such insurance shall agree, by endorsement upon the
policy or policies issued by it or by independent instruments furnished to the
Administrative Agent, that it will give the Administrative Agent thirty (30)
days prior written notice before any such policy or policies shall be altered or
canceled.

         7.08     Compliance with Laws.

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

         7.09     Books and Records.

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

         7.10     Inspection Rights.

         (a)      Permit representatives and independent contractors of the
Administrative Agent and each Lender to visit and inspect any of its properties,
to examine its corporate, financial and operating records, and make copies
thereof or abstracts therefrom, and to discuss its affairs, finances and
accounts with its

                                       55
<PAGE>

directors, officers, and independent public accountants, all at the expense of
the Borrower and at such reasonable times during normal business hours and as
often as may be reasonably desired, upon reasonable advance notice to the
Borrower; provided, however, that when an Event of Default exists the
Administrative Agent or any Lender (or any of their respective representatives
or independent contractors) may do any of the foregoing at the expense of the
Borrower at any time during normal business hours and without advance notice.

         (b)      If requested by the Administrative Agent in its reasonable
discretion (or sole discretion, following an Event of Default) permit the
Administrative Agent, and its representatives, upon reasonable advance notice to
the Borrower, to conduct an annual audit of the Collateral at the expense of the
Borrower.

         7.11     Use of Proceeds.

         Use the proceeds of the Credit Extensions to finance working capital,
capital expenditures and other lawful corporate purposes, provided that in no
event shall be the proceeds of the Credit Extensions be used in contravention of
any Law or of any Loan Document.

         7.12     Additional Subsidiaries.

                  (a)      Within thirty (30) days after the acquisition or
         formation of any Subsidiary:

                           (i)      notify the Administrative Agent thereof in
                  writing, together with (i) jurisdiction of formation, (ii)
                  number of shares of each class of Capital Stock outstanding,
                  (iii) number and percentage of outstanding shares of each
                  class owned (directly or indirectly) by the Borrower or any
                  Subsidiary and (iv) number and effect, if exercised, of all
                  outstanding options, warrants, rights of conversion or
                  purchase and all other similar rights with respect thereto;
                  and

                           (ii)     if such Subsidiary is a Domestic Subsidiary,
                  cause such Person to (A) become a Guarantor by executing and
                  delivering to the Administrative Agent a Joinder Agreement or
                  such other document as the Administrative Agent shall deem
                  appropriate for such purpose, and (B) deliver to the
                  Administrative Agent documents of the types referred to in
                  Sections 5.01(e) and 5.01(g) and favorable opinions of counsel
                  to such Person (which shall cover, among other things, the
                  legality, validity, binding effect and enforceability of the
                  documentation referred to in clause (A)), all in form, content
                  and scope reasonably satisfactory to the Administrative Agent;
                  provided, however, in the case of any Domestic Subsidiary that
                  is not a Wholly Owned Subsidiary, such Subsidiary shall not
                  have to become a Guarantor if the consent of the minority
                  interest is required and, after reasonable efforts, the
                  Borrower has not obtained such consent.

                  (b)      Within sixty (60) days after (i) the acquisition or
         formation of any First-Tier Foreign Subsidiary (other than an
         Immaterial Foreign Subsidiary) or (ii) delivery of any quarterly or
         annual financial statements pursuant to Section 7.01 demonstrating that
         any First-Tier Foreign Subsidiary no longer qualifies as an Immaterial
         Foreign Subsidiary, in each case, pledge to the Administrative Agent
         65% (or such greater percentage that, due to a change in an applicable
         Law after the date hereof, (A) could not reasonably be expected to
         cause the undistributed earnings of such Foreign Subsidiary as
         determined for United States federal income tax purposes to be treated
         as a deemed dividend to such Foreign Subsidiary's United States parent
         and (B) could not reasonably be expected to cause any material adverse
         tax consequences) of the issued and outstanding Capital Stock entitled
         to vote (within the meaning of Treas. Reg. Section

                                       56
<PAGE>

         1.956-2(c)(2)) and 100% of the issued and outstanding Capital Stock not
         entitled to vote (within the meaning of Treas. Reg. Section
         1.956-2(c)(2)) of such First-Tier Foreign Subsidiary, together with
         undated stock powers executed in blank (unless the pledge of any such
         Capital Stock is not perfected by deliveries under the law of the
         jurisdiction of formation of such Person or is prohibited by law) to
         secure the Obligations. In the event that foreign laws affecting the
         pledge of the Capital Stock of any such First-Tier Foreign Subsidiary
         prohibit the delivery of stock certificates or powers for such
         First-Tier Foreign Subsidiary, or if a pledge of such Capital Stock is
         not perfected under applicable law by such deliveries, then applicable
         Loan Party shall take such other action as is reasonably necessary to
         cause the Administrative Agent to have a perfected, first priority
         security interest in such Capital Stock.

         7.13     ERISA Compliance.

         Do, and cause each of its ERISA Affiliates to do, each of the
following: (a) maintain each Plan in compliance in all material respects with
the applicable provisions of the Internal Revenue Code; (b) cause each Plan that
is qualified under Section 401(a) of the Internal Revenue Code to maintain such
qualification; and (c) make all required contributions to any Plan subject to
Section 412 of the Internal Revenue Code.

         7.14     Pledged Assets.

         Each Loan Party will (i) cause all of its personal Property other than
Excluded Property to be subject at all times to first priority, perfected Liens
in favor of the Administrative Agent to secure the Obligations pursuant to the
terms and conditions of the Collateral Documents or, with respect to any such
Property acquired subsequent to the Closing Date, such other additional security
documents as the Administrative Agent shall reasonably request, subject in any
case to Permitted Liens and (ii) deliver such other documentation as the
Administrative Agent may reasonably request in connection with the foregoing,
including, without limitation, appropriate UCC-1 financing statements,
landlord's waivers (in the case of leased locations with Collateral having an
aggregate value in excess of $1,000,000), certified resolutions and other
organizational and authorizing documents of such Person, favorable opinions of
counsel to such Person (which shall cover, among other things, the legality,
validity, binding effect and enforceability of the documentation referred to
above and the perfection of the Administrative Agent's Liens thereunder) and
other items of the types required to be delivered pursuant to Section 5.01, all
in form, content and scope reasonably satisfactory to the Administrative Agent.
Without limiting the generality of the above, the Loan Parties will cause (a)
100% of the issued and outstanding Capital Stock of each Domestic Subsidiary and
(b) subject to Section 7.12(b), 65% (or such greater percentage that, due to a
change in an applicable Law after the date hereof, (1) could not reasonably be
expected to cause the undistributed earnings of such First-Tier Foreign
Subsidiary as determined for United States federal income tax purposes to be
treated as a deemed dividend to such First-Tier Foreign Subsidiary's United
States parent and (2) could not reasonably be expected to cause any material
adverse tax consequences) of the issued and outstanding Capital Stock entitled
to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of
the issued and outstanding Capital Stock not entitled to vote (within the
meaning of Treas. Reg. Section 1.956-2(c)(2)) in each First-Tier Foreign
Subsidiary (other than any Immaterial Foreign Subsidiary) to be subject at all
times to a first priority, perfected Lien in favor of the Administrative Agent
pursuant to the terms and conditions of the Collateral Documents or such other
security documents as the Administrative Agent shall reasonably request.

         7.15     Post-Closing Deliverables.

         (a)      Landlord Lien Waivers. Within ninety (90) days of the Closing
Date, the Loan Parties shall use commercially reasonable efforts to obtain
landlord lien waivers, in form and substance

                                       57
<PAGE>

reasonably satisfactory to the Administrative Agent, for each location of leased
premises where any Loan Party maintains Collateral having an aggregate value in
excess of $1,000,000.

         (b)      Dissolution of Inactive Subsidiaries. As promptly as
practicable, but not later than December 31, 2003, the Loan Parties shall
liquidate, dissolve or merge each Inactive Subsidiary in a transaction expressly
permitted by Section 8.04.

         (c)      Stock of Foreign Subsidiaries. Within ninety (90) days of the
Closing Date, the Loan Parties shall pledge to the Administrative Agent the
Capital Stock of each First-Tier Foreign Subsidiary (other than Immaterial
Foreign Subsidiaries) existing on the Closing Date required to be pledged to the
Administrative Agent pursuant to Section 7.14, together with stock certificates
and undated stock powers executed in blank (unless, with respect to the pledged
Capital Stock of any Foreign Subsidiary, such stock powers are deemed
unnecessary by the Administrative Agent in its reasonable discretion under the
law of the jurisdiction of incorporation of such Person). In the event that
foreign laws affecting the pledge of the Capital Stock of a Foreign Subsidiary
prohibit the delivery of such certificates or powers for such Foreign
Subsidiary, the applicable Loan Party shall take such other action as reasonably
necessary to cause the Administrative Agent to have a perfected, first priority
security interest in such Capital Stock.

                                  ARTICLE VIII

                               NEGATIVE COVENANTS

         So long as any Lender shall have any Commitment hereunder, any Loan or
other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of
Credit shall remain outstanding, no Loan Party shall, nor shall it permit any
Subsidiary to, directly or indirectly:

         8.01     Liens.

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

                  (a)      Liens pursuant to any Loan Document;

                  (b)      Liens existing on the date hereof and listed on
         Schedule 8.01 and any renewals or extensions thereof, provided that the
         property covered thereby is not increased and any renewal or extension
         of the obligations secured or benefited thereby is permitted by Section
         8.03(b);

                  (c)      Liens (other than Liens imposed under ERISA) for
         taxes, assessments or governmental charges or levies not yet due or
         which are being contested in good faith and by appropriate proceedings
         diligently conducted, if adequate reserves with respect thereto are
         maintained on the books of the applicable Person in accordance with
         GAAP;

                  (d)      statutory Liens of landlords and Liens of carriers,
         warehousemen, mechanics, materialmen and suppliers and other Liens
         imposed by law or pursuant to customary reservations or retentions of
         title arising in the ordinary course of business, provided that such
         Liens secure only amounts not yet due and payable or, if due and
         payable, are unfiled and no other action has been taken to enforce the
         same or are being contested in good faith by appropriate proceedings
         for which adequate reserves determined in accordance with GAAP have
         been established;

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<PAGE>

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

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

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

                  (h)      Liens securing judgments for the payment of money (or
         appeal or other surety bonds relating to such judgments) not in excess
         of the Threshold Amount (except to the extent covered by independent
         third-party insurance as to which the insurer has acknowledged in
         writing its obligation to cover), unless any such judgment remains
         undischarged for a period of more than thirty consecutive days during
         which execution is not effectively stayed;

                  (i)      Liens securing Indebtedness permitted under Section
         8.03(e); provided that (i) such Liens do not at any time encumber any
         Property other than the Property financed by such Indebtedness, (ii)
         the Indebtedness secured thereby does not exceed the cost or fair
         market value, whichever is lower, of the Property being acquired on the
         date of acquisition and (iii) such Liens attach to such Property
         concurrently with or within 90 days (or, in the case of construction,
         180 days) after the acquisition (or construction) thereof;

                  (j)      leases or subleases granted to others not interfering
         in any material respect with the business of the Borrower or any of its
         Subsidiaries;

                  (k)      any interest of title of a lessor under, and Liens
         arising from UCC financing statements (or equivalent filings,
         registrations or agreements in foreign jurisdictions) relating to,
         leases permitted by this Agreement;

                  (l)      Liens deemed to exist in connection with Investments
         in repurchase agreements permitted under Section 8.02;

                  (m)      normal and customary rights of setoff upon deposits
         of cash in favor of banks or other depository institutions;

                  (n)      Liens of a collection bank arising under Section
         4-210 of the Uniform Commercial Code on items in the course of
         collection;

                  (o)      Liens of sellers of goods to the Borrower and any of
         its Subsidiaries arising under Article 2 of the Uniform Commercial Code
         or similar provisions of applicable law in the ordinary course of
         business, covering only the goods sold and securing only the unpaid
         purchase price for such goods and related expenses;

                  (p)      any Lien existing on any property or asset prior to
         the acquisition thereof by the Borrower or any Subsidiary or existing
         on any property or asset of any Person that becomes a Subsidiary after
         the date hereof prior to the time such Person becomes a Subsidiary;
         provided that

                                       59
<PAGE>

         (i) such Lien is not created in contemplation of or in connection with
         such acquisition or such Person becoming a Subsidiary, as the case may
         be, (ii) such Lien shall not apply to any other property or asset of
         the Borrower or any Subsidiary and (iii) such Lien shall secure only
         those obligations which it secures on the date of such acquisition or
         the date such Person becomes a Subsidiary, as the case may be;

                  (q)      Liens with respect to any "margin stock" within the
         meaning of Regulation U, whether now owned or after acquired; and

                  (r)      Liens not otherwise permitted by this Section 8.01;
         provided that such Liens (i) shall at no time secure Indebtedness and
         other obligations in an aggregate amount greater than $3,000,000 and
         (ii) shall at no time encumber any assets with an aggregate fair market
         value in excess of $3,000,000.

         8.02     Investments.

         Make any Investments, except:

                  (a)      Investments held by the Borrower or such Subsidiary
         in the form of cash or Cash Equivalents;

                  (b)      Investments existing as of the Closing Date and set
         forth in Schedule 8.02;

                  (c)      Investments consisting of advances or loans to
         employees for travel, entertainment, relocation and analogous business
         purposes made in the ordinary course of business on terms consistent
         with past practices of the Borrower in an aggregate principal amount
         (including Investments of such type set forth in Schedule 8.02) not to
         exceed $500,000 at any time outstanding;

                  (d)      Investments in any Person which is a Loan Party prior
         to giving effect to such Investment;

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

                  (f)      Guarantees permitted by Section 8.03;

                  (g)      Permitted Acquisitions;

                  (h)      Investments received in connection with bankruptcy or
         reorganization of, or settlement of delinquent accounts and disputes
         with, customers and suppliers;

                  (i)      Investments existing prior to any Permitted
         Acquisition by the Borrower or any Subsidiary; provided that such
         Investment is not created in contemplation of or in connection with
         such Permitted Acquisition,

                  (j)      Investments received in connection with non-cash
         consideration with respect of Dispositions permitted hereunder; and

                                       60
<PAGE>

                  (k)      Investments of a nature not contemplated in the
         foregoing clauses in an amount not to exceed $10,000,000 at any time
         outstanding; provided that no Investment permitted by this subsection
         (k) shall be in respect of any acquisition of all or substantially all
         of the Capital Stock, or substantially all of the assets, of any
         Person, or of all or substantially all of the assets constituting a
         division, product line or business line of any Person.

         Notwithstanding the forgoing no Investments shall be made in any
         Inactive Subsidiary after the Closing Date.

         8.03     Indebtedness.

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

                  (a)      Indebtedness under the Loan Documents;

                  (b)      Indebtedness of the Borrower and its Subsidiaries set
         forth in Schedule 8.03 (and renewals, refinancings and extensions that
         do not increase the outstanding principal amount thereof (immediately
         prior to giving effect to such extension, renewal or replacement) or
         shorten the maturity or the weighted average life thereof);

                  (c)      intercompany Indebtedness permitted under Section
         8.02;

                  (d)      obligations (contingent or otherwise) of the Borrower
         or any Subsidiary existing or arising under any Swap Contract, provided
         that (i) such obligations are (or were) entered into by such Person in
         the ordinary course of business and not for speculative purposes; and
         (ii) such Swap Contract does not contain any provision exonerating the
         non-defaulting party from its obligation to make payments on
         outstanding transactions to the defaulting party;

                  (e)      purchase money Indebtedness (including obligations in
         respect of Capital Leases or Synthetic Leases) hereafter incurred by
         the Borrower or any of its Subsidiaries to finance the acquisition,
         construction, improvement or purchase of fixed assets, and renewals,
         refinancings and extensions thereof, provided that (i) the total of all
         such Indebtedness for all such Persons taken together shall not exceed
         an aggregate principal amount of $5,000,000 at any one time
         outstanding; (ii) such Indebtedness when incurred shall not exceed the
         cost or purchase price of the asset(s) financed; and (iii) no such
         Indebtedness shall be refinanced for a principal amount in excess of
         the principal balance outstanding thereon at the time of such
         refinancing;

                  (f)      Convertible Senior Subordinated Debentures issued on
         August 20, 2003 in an aggregate principal amount of up to $130,000,000;

                  (g)      other unsecured Indebtedness in an aggregate
         principal amount not to exceed $5,000,000 at any one time outstanding;
         and

                  (h)      Guarantees (which Guarantees in respect of the
         Convertible Senior Subordinated Debentures shall be similarly
         subordinated) with respect to Indebtedness permitted under clauses (a)
         through (g) of this Section 8.03.

         8.04     Fundamental Changes.

         Merge, dissolve, liquidate, consolidate with or into another Person, or
Dispose of (whether in one transaction or in a series of transactions) all or
substantially all of its assets (whether now owned or

                                       61
<PAGE>

hereafter acquired) to or in favor of any Person; provided that, notwithstanding
the foregoing provisions of this Section 8.04 but subject to the terms of
Sections 7.12 and 7.14, (a) the Borrower may merge or consolidate with any of
its Subsidiaries provided that the Borrower shall be the continuing or surviving
corporation, (b) any Guarantor may merge or consolidate with any other
Guarantor, (c) any Foreign Subsidiary may be merged or consolidated with or into
any Loan Party provided that such Loan Party shall be the continuing or
surviving corporation, (d) any Foreign Subsidiary may be merged or consolidated
with or into any other Foreign Subsidiary, (e) any Subsidiary of the Borrower
may merge with any Person that is not a Loan Party in connection with a
Disposition permitted under Section 8.05 or a Permitted Acquisition provided
that, if such transaction involves the Borrower, the Borrower shall be the
continuing or surviving corporation, (g) any Inactive Subsidiary and any Wholly
Owned Subsidiary of the Borrower may dissolve, liquidate or wind up its affairs
at any time provided that such dissolution, liquidation or winding up, as
applicable, could not have a Material Adverse Effect, (h) any Loan Party may
transfer assets to another Loan Party and (i) any Subsidiary that this not a
Loan Party may transfer assets to another Subsidiary that is not a Loan Party.

         8.05     Dispositions.

         Make any Disposition unless (a) the consideration paid in connection
therewith shall be at least 75% cash or Cash Equivalents paid contemporaneous
with consummation of transaction and shall be in an amount not less than the
fair market value of the Property disposed of, (b) such transaction does not
involve the sale or other disposition of a minority equity interest in any
Subsidiary, (c) such transaction does not involve a sale or other disposition of
receivables other than receivables owned by or attributable to other Property
concurrently being disposed of in a transaction otherwise permitted under this
Section 8.05, and (d) the aggregate net book value of all of the assets sold or
otherwise disposed of by the Borrower and its Subsidiaries in all such
transactions in any fiscal year of the Borrower shall not exceed $5,000,000
(excluding, for purposes of this clause (d), sales of assets of the Therapeutics
Division).

         8.06     Restricted Payments.

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

                  (a)      each Subsidiary may make Restricted Payments
         (directly or indirectly) to any Loan Party;

                  (b)      the Borrower and each Subsidiary may declare and make
         dividend payments or other distributions payable solely in the Capital
         Stock of such Person;

                  (c)      the Borrower may repurchase the Borrower's common
         stock or common stock options from present or former officers or
         employees of the Borrower or any of its Subsidiaries upon the death,
         disability or termination of employment of such officer or employee,
         provided that the aggregate amount of payments under this subsection
         (c) subsequent to the Closing Date (net of proceeds received by the
         Borrower subsequent to the Closing Date in connection with the resale
         of such common stock or common stock options) shall not exceed
         $2,000,000;

                  (d)      so long as no Event of Default exists, the Borrower
         may repurchase the Borrower's common stock subsequent to the Closing
         Date in an aggregate amount not to exceed $15,000,000.

                                       62
<PAGE>

         8.07     Change in Nature of Business.

         Engage in any material line of business substantially different from
those lines of business conducted by the Borrower and its Subsidiaries on the
Closing Date or any business reasonably related or incidental thereto.

         8.08     Transactions with Affiliates and Insiders.

         Enter into or permit to exist any transaction or series of transactions
with any officer, director or Affiliate of such Person other than (a) advances
of working capital to any Loan Party, (b) transfers of cash and assets to any
Loan Party, (c) intercompany transactions expressly permitted by Section 8.02,
Section 8.03, Section 8.04, Section 8.05 or Section 8.06, (d) normal and
reasonable compensation and reimbursement of expenses of officers and directors
and (e) except as otherwise specifically limited in this Agreement, other
transactions which are entered into in the ordinary course of such Person's
business on terms and conditions substantially as favorable to such Person as
would be obtainable by it in a comparable arms-length transaction with a Person
other than an officer, director or Affiliate.

         8.09     Burdensome Agreements.

         (a)      Enter into any Contractual Obligation that encumbers or
restricts on the ability of any such Person to (i) pay dividends or make any
other distributions to any Loan Party on its Capital Stock or with respect to
any other interest or participation in, or measured by, its profits, (ii) make
Investments in the Borrower or any other Subsidiary, (iii) pay any Indebtedness
or other obligation owed to any Loan Party, (iv) make loans or advances to any
Loan Party, (v) sell, lease or transfer any of its Property to any Loan Party,
(vi) pledge its Property (other than Excluded Property) pursuant to the Loan
Documents or any renewals, refinancings, exchanges, refundings or extension
thereof or (vii) act as a Loan Party pursuant to the Loan Documents or any
renewals, refinancings, exchanges, refundings or extension thereof, except (in
respect of any of the matters referred to in clauses (i)-(vi) above) for (1)
this Agreement and the other Loan Documents, (2) the Convertible Senior
Subordinated Debenture Documents, (3) any document or instrument governing
Indebtedness incurred pursuant to Section 8.03(e), provided that any such
restriction contained therein relates only to the asset or assets constructed or
acquired in connection therewith, (4) any Permitted Lien or any document or
instrument governing any Permitted Lien, provided that any such restriction
contained therein relates only to the asset or assets subject to such Permitted
Lien, (5) customary restrictions and conditions contained in any agreement
relating to the sale of any Property permitted under Section 8.05 pending the
consummation of such sale, or (6) customary non-assignment provisions in
contracts.

         (b)      Enter into any Contractual Obligation that prohibits or
otherwise restricts the existence of any Lien upon any of its Property in favor
of the Administrative Agent (for the benefit of the Lenders) for the purpose of
securing the Obligations, whether now owned or hereafter acquired, or requiring
the grant of any security for any obligation if such Property is given as
security for the Obligations, except (i) any document or instrument governing
Indebtedness incurred pursuant to Section 8.03(e), provided that any such
restriction contained therein relates only to the asset or assets constructed or
acquired in connection therewith, (ii) in connection with any Permitted Lien or
any document or instrument governing any Permitted Lien, provided that any such
restriction contained therein relates only to the asset or assets subject to
such Permitted Lien, (iii) pursuant to customary restrictions and conditions
contained in any agreement relating to the sale of any Property permitted under
Section 8.05, pending the consummation of such sale and (iv) pursuant to
customary non-assignment provisions in contracts.

                                       63
<PAGE>

         8.10     [Reserved.]

         8.11     Financial Covenants.

         (a)      Consolidated Leverage Ratio. Permit the Consolidated Leverage
Ratio as of the end of any fiscal quarter of the Borrower to be greater than (i)
for any fiscal quarter ending during the period from the Closing Date to and
including June 30, 2004, 3.75 to 1.0, (ii) for any fiscal quarter ending during
the period from September 30, 2004 to June 30, 2005, 3.50 to 1.0 and (iii) for
any fiscal quarter ending on and after September 30, 2005, 3.25 to 1.0.

         (b)      Consolidated Fixed Charge Coverage Ratio. Permit the
Consolidated Fixed Charge Coverage Ratio as of the end of any fiscal quarter of
the Borrower to be less than 1.15:1.0.

         (c)      Consolidated EBITDA. Permit the Consolidated EBITDA as of the
end of any fiscal quarter of the Borrower to be less than the amount set forth
below opposite such fiscal quarter for the period of four consecutive fiscal
quarters then ending:

<TABLE>
<CAPTION>
                                    Consolidated
Fiscal Quarter Ending                  EBITDA
---------------------               ------------
<S>                                 <C>
September 30, 2003                  $ 37,000,000
December 31, 2003                   $ 37,000,000
March 31, 2004                      $ 40,000,000
June 30, 2004 and thereafter        $ 40,000,000
</TABLE>

         8.12     Prepayment of Other Indebtedness, Etc.

         (a)      Amend or modify any of the terms of the Convertible Senior
Subordinated Debenture Documents or, if any Event of Default exists, any other
Indebtedness of the Borrower or any Subsidiary (other than Indebtedness arising
under the Loan Documents) if such amendment or modification would add or change
any terms in a manner adverse to the Borrower or any Subsidiary, or shorten the
final maturity or average life to maturity or require any payment to be made
sooner than originally scheduled or increase the interest rate applicable
thereto.

         (b)      Make (or give any notice with respect thereto) any voluntary
or optional payment or prepayment or redemption or acquisition for value of
(including without limitation, by way of depositing money or securities with the
trustee with respect thereto before due for the purpose of paying when due),
refund, refinance or exchange of the Indebtedness evidenced by the Convertible
Senior Subordinated Debentures or, if any Event of Default exists, any other
Indebtedness of the Borrower or any Subsidiary (other than Indebtedness arising
under the Loan Documents).

         8.13     Organization Documents; Fiscal Year; Legal Name, State of
Formation and Form of Entity.

         (a)      Amend, modify or change its Organization Documents in a manner
adverse to the rights of the Lenders.

         (b)      Change its fiscal year.

         (c)      Without providing ten (10) days prior written notice to the
Administrative Agent, change its name, state of formation or form of
organization.

                                       64
<PAGE>

         8.14     Ownership of Subsidiaries; Inactive Subsidiaries.

         (a)      Notwithstanding any other provisions of this Agreement to the
contrary, (i) permit any Subsidiary of the Borrower to issue or have outstanding
any shares of preferred Capital Stock or (ii) create, incur, assume or suffer to
exist any Lien on any Capital Stock of any Subsidiary of the Borrower, except
for Permitted Liens.

         (b)      Permit any Inactive Subsidiary to (i) create, incur, assume or
suffer to exist any Indebtedness, (ii) create, incur, assume or suffer to exist
any Lien upon any of its Property, (iii) make any Investments or (iv) except in
a transaction expressly permitted by Section 8.04, enter into any transaction
with any Affiliate.

         8.15     Sale Leasebacks.

         Enter into any Sale and Leaseback Transaction.

         8.16     Capital Expenditures.

         The Borrower and its Subsidiaries will not make Consolidated Capital
Expenditures in excess of (a) $11,000,000 for the fiscal year ending December
31, 2003 and (b) $12,000,000 for the fiscal year ending December 31, 2004 and
for each fiscal year thereafter; provided, that up to 50% of the amount
referenced in subsection (a) that is not expended in such fiscal year may be
carried forward for expenditure in the following year.

                                   ARTICLE IX

                         EVENTS OF DEFAULT AND REMEDIES

         9.01     Events of Default.

         Any of the following shall constitute an Event of Default:

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

                  (b)      Specific Covenants. The Borrower fails to perform or
         observe any term, covenant or agreement contained in any of Section
         7.01, 7.02, 7.03, 7.05(a), 7.11, 7.12 or 7.15 or Article VIII or

                  (c)      Other Defaults. Any Loan Party fails to perform or
         observe any other covenant or agreement (not specified in subsection
         (a) or (b) above) contained in any Loan Document on its part to be
         performed or observed and such failure continues for thirty days after
         the earlier of (i) any officer of the Borrower becomes aware of such
         failure, or (ii) notice thereof shall have been given to the Borrower
         by the Administrative Agent or any Lender; or

                                       65
<PAGE>

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

                  (e)      Cross-Default. (i) The Borrower or any Subsidiary (A)
         fails to make any payment when due (whether by scheduled maturity,
         required prepayment, acceleration, demand, or otherwise) in respect of
         any Indebtedness or Guarantee (other than Indebtedness hereunder and
         Indebtedness under Swap Contracts) having an aggregate principal amount
         (including undrawn committed or available amounts and including amounts
         owing to all creditors under any combined or syndicated credit
         arrangement) of more than the Threshold Amount and all applicable grace
         periods shall have expired, or (B) fails to observe or perform any
         other agreement or condition relating to any such Indebtedness or
         Guarantee or contained in any instrument or agreement evidencing,
         securing or relating thereto and all applicable grace periods shall
         have expired, or any other event occurs and all applicable grace
         periods shall have expired, the effect of which default or other event
         is to cause, or to permit the holder or holders of such Indebtedness or
         the beneficiary or beneficiaries of such Guarantee (or a trustee or
         agent on behalf of such holder or holders or beneficiary or
         beneficiaries) to cause, with the giving of notice if required, such
         Indebtedness to be demanded or to become due or to be repurchased,
         prepaid, defeased or redeemed (automatically or otherwise), or an offer
         to repurchase, prepay, defease or redeem such Indebtedness to be made,
         prior to its stated maturity, or such Guarantee to become payable or
         cash collateral in respect thereof to be demanded; or (ii) there occurs
         under any Swap Contract an Early Termination Date (as defined in such
         Swap Contract) resulting from (A) any event of default under such Swap
         Contract as to which the Borrower or any Subsidiary is the Defaulting
         Party (as defined in such Swap Contract) or (B) any Termination Event
         (as so defined) under such Swap Contract as to which the Borrower or
         any Subsidiary is an Affected Party (as so defined) and, in either
         event, the Swap Termination Value owed by the Borrower or such
         Subsidiary as a result thereof is greater than the Threshold Amount; or

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

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

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

                                       66
<PAGE>

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

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

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

                  (k)      Change of Control. There occurs any Change of
         Control; or

                  (l)      Convertible Senior Subordinated Debentures. (i) There
         shall occur an "Event of Default" (or any comparable term) under, and
         as defined in, the Convertible Senior Subordinated Debentures
         Documents, (ii) any of the Obligations for any reason shall cease to be
         "Designated Senior Indebtedness" (or any comparable term) under, and as
         defined in, the Convertible Senior Subordinated Debentures Documents,
         (iii) any Indebtedness other than the Obligations shall constitute
         "Designated Senior Indebtedness" (or any comparable term) under, and as
         defined in, the Convertible Senior Subordinated Debentures Documents or
         (iv) the subordination provisions of the Convertible Senior
         Subordinated Debentures Documents shall, in whole or in part,
         terminate, cease to be effective or cease to be legally valid, binding
         and enforceable against any holder of the Convertible Senior
         Subordinated Debentures; or

         9.02     Remedies Upon Event of Default.

         If any Event of Default occurs and is continuing, the Administrative
Agent shall, at the request of, or may, with the consent of, the Required
Lenders, take any or all of the following actions:

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

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

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

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

                                       67
<PAGE>

provided, however, that upon the occurrence of an actual or deemed entry of an
order for relief with respect to the Borrower under the Bankruptcy Code of the
United States, the obligation of each Lender to make Loans and any obligation of
the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the
unpaid principal amount of all outstanding Loans and all interest and other
amounts as aforesaid shall automatically become due and payable, and the
obligation of the Borrower to Cash Collateralize the L/C Obligations as
aforesaid shall automatically become effective, in each case without further act
of the Administrative Agent or any Lender.

         9.03     Application of Funds.

         After the exercise of remedies provided for in Section 9.02 (or after
the Loans have automatically become immediately due and payable and the L/C
Obligations have automatically been required to be Cash Collateralized as set
forth in the proviso to Section 9.02), any amounts received on account of the
Obligations shall be applied by the Administrative Agent in the following order:

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

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

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

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

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

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

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                                    ARTICLE X

                              ADMINISTRATIVE AGENT

         10.01    Appointment and Authorization of Administrative Agent.

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

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

         10.02    Delegation of Duties.

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

         10.03    Liability of Administrative Agent.

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

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<PAGE>

observance or performance  of any of the agreements  contained in, or conditions
of, this  Agreement or any other Loan  Document,  or to inspect the  properties,
books or records of any Loan Party or any Affiliate thereof.

         10.04    Reliance by Administrative Agent.

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

         (b)      For purposes of determining compliance with the conditions
specified in Section 5.01, each Lender that has signed this Agreement shall be
deemed to have consented to, approved or accepted or to be satisfied with, each
document or other matter required thereunder to be consented to or approved by
or acceptable or satisfactory to a Lender unless the Administrative Agent shall
have received notice from such Lender prior to the proposed Closing Date
specifying its objection thereto.

         10.05    Notice of Default.

         The Administrative Agent shall not be deemed to have knowledge or
notice of the occurrence of any Default, except with respect to defaults in the
payment of principal, interest and fees required to be paid to the
Administrative Agent for the account of the Lenders, unless the Administrative
Agent shall have received written notice from a Lender or the Borrower referring
to this Agreement, describing such Default and stating that such notice is a
"notice of default." The Administrative Agent will notify the Lenders of its
receipt of any such notice. The Administrative Agent shall take such action with
respect to such Default as may be directed by the Required Lenders in accordance
with Article IX; provided, however, that unless and until the Administrative
Agent has received any such direction, the Administrative Agent may (but shall
not be obligated to) take such action, or refrain from taking such action, with
respect to such Default as it shall deem advisable or in the best interest of
the Lenders.

         10.06    Credit Decision; Disclosure of Information by Administrative
                  Agent.

         Each Lender acknowledges that no Agent-Related Person has made any
representation or warranty to it, and that no act by the Administrative Agent
hereafter taken, including any consent to and acceptance of any assignment or
review of the affairs of any Loan Party or any Affiliate thereof, shall be
deemed to constitute any representation or warranty by any Agent-Related Person
to any Lender as to any matter, including whether Agent-Related Persons have
disclosed material information in their possession. Each Lender represents to
the Administrative Agent that it has, independently and without reliance upon
any Agent-Related Person and based on such documents and information as it has
deemed appropriate, made its own appraisal of and investigation into the
business, prospects, operations, property, financial

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and other condition and creditworthiness of the Loan Parties and their
respective Subsidiaries, and all applicable bank or other regulatory Laws
relating to the transactions contemplated hereby, and made its own decision to
enter into this Agreement and to extend credit to the Borrower and the other
Loan Parties hereunder. Each Lender also represents that it will, independently
and without reliance upon any Agent-Related Person and based on such documents
and information as it shall deem appropriate at the time, continue to make its
own credit analysis, appraisals and decisions in taking or not taking action
under this Agreement and the other Loan Documents, and to make such
investigations as it deems necessary to inform itself as to the business,
prospects, operations, property, financial and other condition and
creditworthiness of the Borrower and the other Loan Parties. Except for notices,
reports and other documents expressly required to be furnished to the Lenders by
the Administrative Agent herein, the Administrative Agent shall not have any
duty or responsibility to provide any Lender with any credit or other
information concerning the business, prospects, operations, property, financial
and other condition or creditworthiness of any of the Loan Parties or any of
their respective Affiliates which may come into the possession of any
Agent-Related Person.

         10.07    Indemnification of Administrative Agent.

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

         10.08    Administrative Agent in its Individual Capacity.

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

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<PAGE>

         10.09    Successor Administrative Agent.

         The Administrative Agent may resign as Administrative Agent upon thirty
days' notice to the Lenders; provided that any such resignation by Bank of
America shall also constitute its resignation as L/C Issuer. If the
Administrative Agent resigns under this Agreement, the Required Lenders shall
appoint from among the Lenders a successor administrative agent for the Lenders,
which successor administrative agent shall be consented to by the Borrower at
all times other than during the existence of an Event of Default (which consent
of the Borrower shall not be unreasonably withheld or delayed). If no successor
administrative agent is appointed prior to the effective date of the resignation
of the Administrative Agent, the Administrative Agent may appoint, after
consulting with the Lenders and the Borrower, a successor administrative agent
from among the Lenders. Upon the acceptance of its appointment as successor
administrative agent hereunder, the Person acting as such successor
administrative agent shall succeed to all the rights, powers and duties of the
retiring Administrative Agent and L/C Issuer and the respective terms
"Administrative Agent" and "L/C Issuer" shall mean such successor administrative
agent, Letter of Credit issuer, and the retiring Administrative Agent's
appointment, powers and duties as Administrative Agent shall be terminated and
the retiring L/C Issuer's rights, powers and duties as such shall be terminated,
without any other or further act or deed on the part of such retiring L/C Issuer
or any other Lender, other than the obligation of the successor L/C Issuer to
issue letters of credit in substitution for the Letters of Credit, if any,
outstanding at the time of such succession or to make other arrangements
satisfactory to the retiring L/C Issuer to effectively assume the obligations of
the retiring L/C Issuer with respect to such Letters of Credit. After any
retiring Administrative Agent's resignation hereunder as Administrative Agent,
the provisions of this Article X and Sections 11.04 and 11.05 shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent under this Agreement. If no successor administrative agent
has accepted appointment as Administrative Agent by the date thirty days
following a retiring Administrative Agent's notice of resignation, the retiring
Administrative Agent's resignation shall nevertheless thereupon become effective
and the Lenders shall perform all of the duties of the Administrative Agent
hereunder until such time, if any, as the Required Lenders appoint a successor
agent as provided for above.

         10.10    Administrative Agent May File Proofs of Claim.

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

                  (a)      to file and prove a claim for the whole amount of the
         principal and interest owing and unpaid in respect of the Loans, L/C
         Obligations and all other Obligations that are owing and unpaid and to
         file such other documents as may be necessary or advisable in order to
         have the claims of the Lenders and the Administrative Agent (including
         any claim for the reasonable compensation, expenses, disbursements and
         advances of the Lenders and the Administrative Agent and their
         respective agents and counsel and all other amounts due the Lenders and
         the Administrative Agent under Sections 2.03(i) and (j), 2.09 and
         11.04) allowed in such judicial proceeding; and

                  (b)      to collect and receive any monies or other property
         payable or deliverable on any such claims and to distribute the same;

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and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Lender to make such payments to the Administrative Agent and, in the event
that the Administrative Agent shall consent to the making of such payments
directly to the Lenders, to pay to the Administrative Agent any amount due for
the reasonable compensation, expenses, disbursements and advances of the
Administrative Agent and its agents and counsel, and any other amounts due the
Administrative Agent under Sections 2.09 and 11.04.

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

         10.11    Collateral and Guaranty Matters.

         The Lenders irrevocably authorize the Administrative Agent, at its
         option and in its discretion,

                  (a)      to release any Lien on any Collateral granted to or
         held by the Administrative Agent under any Loan Document (i) upon
         termination of the Aggregate Revolving Commitments and payment in full
         of all Obligations (other than contingent indemnification obligations)
         and the expiration or termination of all Letters of Credit, (ii) that
         is transferred or to be transferred as part of or in connection with
         any Disposition permitted hereunder or under any other Loan Document or
         any Involuntary Disposition, or (iii) as approved in accordance with
         Section 11.01;

                  (b)      to subordinate any Lien on any Property granted to or
         held by the Administrative Agent under any Loan Document to the holder
         of any Lien on such Property that is permitted by Sections 8.01(i) or
         8.01(p); and

                  (c)      to release any Guarantor from its obligations under
         the Guaranty if such Person ceases to be a Subsidiary as a result of a
         transaction permitted hereunder.

         Upon request by the Administrative Agent at any time, the Required
         Lenders will confirm in writing the Administrative Agent's authority to
         release or subordinate its interest in particular types or items of
         Property, or to release any Guarantor from its obligations under the
         Guaranty, pursuant to this Section 10.11.

         10.12    Other Agents; Arrangers and Managers.

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

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                                   ARTICLE XI

                                  MISCELLANEOUS

         11.01    Amendments, Etc.

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

                  (a)      extend or increase the Commitment of any Lender (or
         reinstate any Commitment terminated pursuant to Section 9.02) without
         the written consent of such Lender (it being understood and agreed that
         a waiver of any condition precedent set forth in Section 5.02 or of any
         Default or Event of Default or a mandatory reduction in Commitments is
         not considered an extension or increase in Commitments of any Lender);

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

                  (c)      reduce the principal of, or the rate of interest
         specified herein on, any Loan or L/C Borrowing, or any fees or other
         amounts payable hereunder or under any other Loan Document without the
         written consent of each Lender directly affected thereby; provided,
         however, that only the consent of the Required Lenders shall be
         necessary to amend the definition of "Default Rate" or to waive any
         obligation of the Borrower to pay interest at the Default Rate;

                  (d)      change Section 2.12 or Section 9.03 in a manner that
         would alter the pro rata sharing of payments required thereby without
         the written consent of each Lender directly affected thereby;

                  (e)      change any provision of this Section or the
         definition of "Required Lenders" or any other provision hereof
         specifying the number or percentage of Lenders required to amend, waive
         or otherwise modify any rights hereunder or make any determination or
         grant any consent hereunder without the written consent of each Lender
         directly affected thereby;

                  (f)      except in connection with a Disposition permitted
         under Section 8.05, release all or substantially all of the Collateral
         without the written consent of each Lender directly affected thereby;
         or

                  (g)      release the Borrower or, except in connection with a
         merger or consolidation permitted under Section 8.04 or a Disposition
         permitted under Section 8.05, all or substantially all of the
         Guarantors, from its or their obligations under the Loan Documents
         without the written consent of each Lender directly affected thereby;

and, provided further, that (i) no amendment, waiver or consent shall, unless in
writing and signed by the L/C Issuer in addition to the Lenders required above,
affect the rights or duties of the L/C Issuer under this Agreement or any Letter
of Credit Application relating to any Letter of Credit issued or to be issued

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

Notwithstanding the fact that the consent of all the Lenders is required in
certain circumstances as set forth above, (x) each Lender is entitled to vote as
such Lender sees fit on any bankruptcy reorganization plan that affects the
Loans, and each Lender acknowledges that the provisions of Section 1126(c) of
the Bankruptcy Code supersedes the unanimous consent provisions set forth herein
and (y) the Required Lenders shall determine whether or not to allow a Loan
Party to use cash collateral in the context of a bankruptcy or insolvency
proceeding and such determination shall be binding on all of the Lenders.

         11.02    Notices and Other Communications; Facsimile Copies.

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

                  (i)      if to the Borrower, the Administrative Agent or the
         L/C Issuer, to the address, facsimile number, electronic mail address
         or telephone number specified for such Person on Schedule 11.02 or to
         such other address, facsimile number, electronic mail address or
         telephone number as shall be designated by such party in a notice to
         the other parties; and

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

         All such notices and other communications shall be deemed to be given
or made upon the earlier to occur of (i) actual receipt by the relevant party
hereto and (ii) (A) if delivered by hand or by courier, when signed for by or on
behalf of the relevant party hereto; (B) if delivered by mail, four Business
Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile,
when sent and receipt has been confirmed by telephone; and (D) if delivered by
electronic mail (which form of delivery is subject to the provisions of
subsection (c) below), when delivered; provided, however, that notices and other
communications to the Administrative Agent and the L/C Issuer pursuant to
Article II shall not be effective until actually received by such Person. In no
event shall a voicemail message be effective as a notice, communication or
confirmation hereunder.

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

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         (c)      Limited Use of Electronic Mail. Electronic mail and internet
and intranet websites may be used only to distribute routine communications,
such as financial statements and other information as provided in Section 7.02,
and to distribute Loan Documents for execution by the parties thereto, and may
not be used for any other purpose.

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

         11.03    No Waiver; Cumulative Remedies.

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

         11.04    Attorney Costs, Expenses and Taxes.

         The Borrower agrees (a) to pay or reimburse the Administrative Agent
for all costs and expenses incurred in connection with the development,
preparation, negotiation and execution of this Agreement and the other Loan
Documents and any amendment, waiver, consent or other modification of the
provisions hereof and thereof (whether or not the transactions contemplated
hereby or thereby are consummated), and the consummation and administration of
the transactions contemplated hereby and thereby, including all Attorney Costs
and costs and expenses in connection with the use of Intralinks, Inc. or other
similar information transmission systems in connection with this Agreement, and
(b) to pay or reimburse the Administrative Agent and each Lender for all costs
and expenses incurred in connection with the enforcement, attempted enforcement,
or preservation of any rights or remedies under this Agreement or the other Loan
Documents (including all such costs and expenses incurred during any "workout"
or restructuring in respect of the Obligations and during any legal proceeding,
including any proceeding under any Debtor Relief Law), including all Attorney
Costs. The foregoing costs and expenses shall include all search, filing,
recording, appraisal charges and fees and taxes related thereto, and other
out-of-pocket expenses incurred by the Administrative Agent and the cost of
outside experts retained by the Administrative Agent or any Lender. All amounts
due under this Section 11.04 shall be payable within ten Business Days after
demand therefor. The agreements in this Section shall survive the termination of
the Aggregate Revolving Commitments and repayment of all other Obligations.

         11.05    Indemnification by the Borrower.

         Whether or not the transactions contemplated hereby are consummated,
the Borrower agrees to indemnify and hold harmless each Agent-Related Person,
each Lender and their respective Affiliates, directors, officers, employees,
counsel, agents and attorneys-in-fact (collectively the "Indemnitees") from and
against any and all liabilities, obligations, losses, damages, penalties,
claims, demands, actions,

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judgments, suits, costs, expenses and disbursements (including Attorney Costs)
of any kind or nature whatsoever which may at any time be imposed on, incurred
by or asserted against any such Indemnitee in any way relating to or arising out
of or in connection with (a) the execution, delivery, enforcement, performance
or administration of any Loan Document or any other agreement, letter or
instrument delivered in connection with the transactions contemplated thereby or
the consummation of the transactions contemplated thereby, (b) any Commitment,
Loan or Letter of Credit or the use or proposed use of the proceeds therefrom
(including any refusal by the L/C Issuer to honor a demand for payment under a
Letter of Credit if the documents presented in connection with such demand do
not strictly comply with the terms of such Letter of Credit), (c) any actual or
alleged presence or release of Hazardous Materials on or from any property
currently or formerly owned or operated by the Borrower, any Subsidiary or any
other Loan Party, or any Environmental Liability related in any way to the
Borrower, any Subsidiary or any other Loan Party, or (d) any actual or
prospective claim, litigation, investigation or proceeding relating to any of
the foregoing, whether based on contract, tort or any other theory (including
any investigation of, preparation for, or defense of any pending or threatened
claim, investigation, litigation or proceeding) and regardless of whether any
Indemnitee is a party thereto (all the foregoing, collectively, the "Indemnified
Liabilities"); provided that such indemnity shall not, as to any Indemnitee, be
available to the extent that such liabilities, obligations, losses, damages,
penalties, claims, demands, actions, judgments, suits, costs, expenses or
disbursements resulted from the gross negligence or willful misconduct of such
Indemnitee. No Indemnitee shall be liable for any damages arising from the use
by others of any information or other materials obtained through IntraLinks or
other similar information transmission systems in connection with this
Agreement, nor shall any Indemnitee have any liability for any indirect or
consequential damages relating to this Agreement or any other Loan Document or
arising out of its activities in connection herewith or therewith (whether
before or after the Closing Date). All amounts due under this Section 11.05
shall be payable within ten Business Days after demand therefor. The agreements
in this Section shall survive the resignation of the Administrative Agent, the
replacement of any Lender, the termination of the Aggregate Revolving
Commitments and the repayment, satisfaction or discharge of all the other
Obligations.

         11.06    Payments Set Aside.

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

         11.07    Successors and Assigns.

         (a)      The provisions of this Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby, except that the Borrower may not assign or otherwise
transfer any of its rights or obligations hereunder without the prior written
consent of each Lender and no Lender may assign or otherwise transfer any of its
rights or obligations hereunder except (i) to an Eligible Assignee in accordance
with the provisions of subsection (b) of this Section, (ii) by way of
participation in accordance with the provisions of subsection (d) of this
Section or (iii) by way

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of pledge or assignment of a security interest subject to the restrictions of
subsection (f) of this Section (and any other attempted assignment or transfer
by any party hereto shall be null and void). Nothing in this Agreement,
expressed or implied, shall be construed to confer upon any Person (other than
the parties hereto, their respective successors and assigns permitted hereby,
Participants to the extent provided in subsection (d) of this Section and, to
the extent expressly contemplated hereby, the Indemnitees) any legal or
equitable right, remedy or claim under or by reason of this Agreement.

         (b)      Any Lender may at any time assign to one or more Eligible
Assignees all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans (including for
purposes of this subsection (b), participations in L/C Obligations) at the time
owing to it); provided that (i) except in the case of an assignment of the
entire remaining amount of the assigning Lender's Commitment and the Loans at
the time owing to it or in the case of an assignment to a Lender or an Affiliate
of a Lender or an Approved Fund (as defined in subsection (g) of this Section)
with respect to a Lender, the aggregate amount of the Commitment (which for this
purpose includes Loans outstanding thereunder) subject to each such assignment,
determined as of the date the Assignment and Assumption with respect to such
assignment is delivered to the Administrative Agent or, if "Trade Date" is
specified in the Assignment and Assumption, as of the Trade Date, shall not be
less than $5,000,000 unless each of the Administrative Agent and, so long as no
Event of Default has occurred and is continuing, the Borrower otherwise consents
(each such consent not to be unreasonably withheld or delayed); (ii) each
partial assignment shall be made as an assignment of a proportionate part of all
the assigning Lender's Loans and Commitments, and rights and obligations with
respect thereto assigned; (iii) any assignment of a Revolving Commitment must be
approved by the Administrative Agent and the L/C Issuer unless the Person that
is the proposed assignee is itself a Lender (whether or not the proposed
assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties
to each assignment shall execute and deliver to the Administrative Agent an
Assignment and Assumption, together with a processing and recordation fee of
$3,500. Subject to acceptance and recording thereof by the Administrative Agent
pursuant to subsection (c) of this Section, from and after the effective date
specified in each Assignment and Assumption, the Eligible Assignee thereunder
shall be a party to this Agreement and, to the extent of the interest assigned
by such Assignment and Assumption, have the rights and obligations of a Lender
under this Agreement, and the assigning Lender thereunder shall, to the extent
of the interest assigned by such Assignment and Assumption, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lender's rights and obligations under
this Agreement, such Lender shall cease to be a party hereto but shall continue
to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 11.04 and 11.05
with respect to facts and circumstances occurring prior to the effective date of
such assignment). Upon request, the Borrower (at its expense) shall execute and
deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of
rights or obligations under this Agreement that does not comply with this
subsection shall be treated for purposes of this Agreement as a sale by such
Lender of a participation in such rights and obligations in accordance with
subsection (d) of this Section.

         (c)      The Administrative Agent, acting solely for this purpose as an
agent of the Borrower, shall maintain at the Administrative Agent's Office a
copy of each Assignment and Assumption delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitments of,
and principal amounts of the Loans and L/C Obligations owing to, each Lender
pursuant to the terms hereof from time to time (the "Register"). The entries in
the Register shall be conclusive, and the Borrower, the Administrative Agent and
the Lenders may treat each Person whose name is recorded in the Register
pursuant to the terms hereof as a Lender hereunder for all purposes of this
Agreement, notwithstanding notice to the contrary. The Register shall be
available for inspection by the Borrower and any Lender, at any reasonable time
and from time to time upon reasonable prior notice.

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         (d)      Any Lender may at any time, without the consent of, or notice
to, the Borrower or the Administrative Agent, sell participations to any Person
(other than a natural person or the Borrower or any of the Borrower's Affiliates
or Subsidiaries) (each, a "Participant") in all or a portion of such Lender's
rights and/or obligations under this Agreement (including all or a portion of
its Commitment and/or the Loans (including such Lender's participations in L/C
Obligations) owing to it); provided that (i) such Lender's obligations under
this Agreement shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations
and (iii) the Borrower, the Administrative Agent and the other Lenders shall
continue to deal solely and directly with such Lender in connection with such
Lender's rights and obligations under this Agreement. Any agreement or
instrument pursuant to which a Lender sells such a participation shall provide
that such Lender shall retain the sole right to enforce this Agreement and to
approve any amendment, modification or waiver of any provision of this
Agreement; provided that such agreement or instrument may provide that such
Lender will not, without the consent of the Participant, agree to any amendment,
waiver or other modification described in the first proviso to Section 11.01
that directly affects such Participant. Subject to subsection (e) of this
Section, the Borrower agrees that each Participant shall be entitled to the
benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a
Lender and had acquired its interest by assignment pursuant to subsection (b) of
this Section. To the extent permitted by law, each Participant also shall be
entitled to the benefits of Section 11.09 as though it were a Lender, provided
such Participant agrees to be subject to Section 2.13 as though it were a
Lender.

         (e)      A Participant shall not be entitled to receive any greater
payment under Section 3.01 or 3.04 than the applicable Lender would have been
entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the
Borrower's prior written consent. A Participant that would be a Foreign Lender
if it were a Lender shall not be entitled to the benefits of Section 3.01 unless
the Borrower is notified of the participation sold to such Participant and such
Participant agrees, for the benefit of the Borrower, to comply with Section
11.15 as though it were a Lender.

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

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

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

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

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

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         (h)      Notwithstanding anything to the contrary contained herein, if
at any time Bank of America assigns all of its Commitment and Loans pursuant to
subsection (b) above, Bank of America may, upon thirty days' notice to the
Borrower and the Lenders, resign as L/C Issuer. In the event of any such
resignation as L/C Issuer, the Borrower shall be entitled to appoint from among
the Lenders a successor L/C Issuer hereunder; provided, however, that no failure
by the Borrower to appoint any such successor shall affect the resignation of
Bank of America as L/C Issuer, as the case may be. If Bank of America resigns as
L/C Issuer, it shall retain all the rights and obligations of the L/C Issuer
hereunder with respect to all Letters of Credit outstanding as of the effective
date of its resignation as L/C Issuer and all L/C Obligations with respect
thereto (including the right to require the Lenders to make Base Rate Loans or
fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)).

         11.08    Confidentiality.

         Each of the Administrative Agent and the Lenders agrees to maintain the
confidentiality of the Information (as defined below), except that Information
may be disclosed (a) to its and its Affiliates' directors, officers, employees
and agents, including accountants, legal counsel and other advisors (it being
understood that the Persons to whom such disclosure is made will be informed of
the confidential nature of such Information and instructed to keep such
Information confidential); (b) to the extent requested by any regulatory
authority; (c) to the extent required by applicable laws or regulations or by
any subpoena or similar legal process; (d) to any other party to this Agreement;
(e) in connection with the exercise of any remedies hereunder or any suit,
action or proceeding relating to this Agreement or the enforcement of rights
hereunder; (f) subject to an agreement containing provisions substantially the
same as those of this Section, to (i) any Eligible Assignee of or Participant
in, or any prospective Eligible Assignee of or Participant in, any of its rights
or obligations under this Agreement or (ii) any direct or indirect contractual
counterparty or prospective counterparty (or such contractual counterparty's or
prospective counterparty's professional advisor) to any credit derivative
transaction relating to obligations of the Loan Parties; (g) with the consent of
the Borrower; (h) to the extent such Information (i) becomes publicly available
other than as a result of a breach of this Section or (ii) becomes available to
the Administrative Agent or any Lender on a nonconfidential basis from a source
other than the Borrower; or (i) to the National Association of Insurance
Commissioners or any other similar organization or any nationally recognized
rating agency that requires access to information about a Lender's or its
Affiliates' investment portfolio in connection with ratings issued with respect
to such Lender or its Affiliates. In addition, the Administrative Agent and the
Lenders may disclose the existence of this Agreement and information about this
Agreement to market data collectors, similar service providers to the lending
industry, and service providers to the Administrative Agent and the Lenders in
connection with the administration and management of this Agreement, the other
Loan Documents, the Commitments, and the Credit Extensions. For the purposes of
this Section, "Information" means all information received from any Loan Party
relating to any Loan Party or its business, other than any such information that
is available to the Administrative Agent or any Lender on a nonconfidential
basis prior to disclosure by any Loan Party; provided that, in the case of
information received from a Loan Party after the date hereof, such information
is clearly identified in writing at the time of delivery as confidential. Any
Person required to maintain the confidentiality of Information as provided in
this Section shall be considered to have complied with its obligation to do so
if such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own
confidential information. Notwithstanding anything herein to the contrary,
"Information" shall not include, and the Administrative Agent and each Lender
may disclose without limitation of any kind, any information with respect to the
"tax treatment" and "tax structure" (in each case, within the meaning of
Treasury Regulation Section 1.6011-4) of the transactions contemplated hereby
and all materials of any kind (including opinions or other tax analyses) that
are provided to the Administrative Agent or such Lender relating to such tax
treatment and tax structure; provided that with respect to any document or
similar item that in either case contains information concerning the tax
treatment or tax structure of the transaction as well as other

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information, this sentence shall only apply to such portions of the document or
similar item that relate to the tax treatment or tax structure of the Loans,
Letters of Credit and transactions contemplated hereby.

         11.09    Set-off.

         In addition to any rights and remedies of the Lenders provided by law,
upon the occurrence and during the continuance of any Event of Default, each
Lender and any Affiliate of any Lender is authorized at any time and from time
to time, without prior notice to the Borrower or any other Loan Party, any such
notice being waived by the Borrower (on its own behalf and on behalf of each
Loan Party) to the fullest extent permitted by law, to set off and apply any and
all deposits (general or special, time or demand, provisional or final) at any
time held by, and other indebtedness at any time owing by, such Lender to or for
the credit or the account of the respective Loan Parties against any and all
Obligations owing to such Lender hereunder or under any other Loan Document, now
or hereafter existing, irrespective of whether or not the Administrative Agent
or such Lender shall have made demand under this Agreement or any other Loan
Document and although such Obligations may be contingent or unmatured or
denominated in a currency different from that of the applicable deposit or
indebtedness. Each Lender agrees promptly to notify the Borrower and the
Administrative Agent after any such set-off and application made by such Lender;
provided, however, that the failure to give such notice shall not affect the
validity of such set-off and application.

         11.10    Interest Rate Limitation.

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

         11.11    Counterparts.

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

         11.12    Integration.

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

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         11.13    Survival of Representations and Warranties.

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

         11.14    Severability.

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

         11.15    Tax Forms.

                  (a) (i) Each Lender that is not a "United States person"
         within the meaning of Section 7701(a)(30) of the Internal Revenue Code
         (a "Foreign Lender") shall deliver to the Administrative Agent, prior
         to receipt of any payment subject to withholding under the Internal
         Revenue Code (or upon accepting an assignment of an interest herein),
         two duly signed completed copies of either IRS Form W-8BEN or any
         successor thereto (relating to such Foreign Lender and entitling it to
         an exemption from, or reduction of, withholding tax on all payments to
         be made to such Foreign Lender by the Borrower pursuant to this
         Agreement) or IRS Form W-8ECI or any successor thereto (relating to all
         payments to be made to such Foreign Lender by the Borrower pursuant to
         this Agreement) or such other evidence satisfactory to the Borrower and
         the Administrative Agent that such Foreign Lender is entitled to an
         exemption from, or reduction of, U.S. withholding tax, including any
         exemption pursuant to Section 881(c) of the Internal Revenue Code.
         Thereafter and from time to time, each such Foreign Lender shall (A)
         promptly submit to the Administrative Agent such additional duly
         completed and signed copies of one of such forms (or such successor
         forms as shall be adopted from time to time by the relevant United
         States taxing authorities) as may then be available under then current
         United States laws and regulations to avoid, or such evidence as is
         satisfactory to the Borrower and the Administrative Agent of any
         available exemption from or reduction of, United States withholding
         taxes in respect of all payments to be made to such Foreign Lender by
         the Borrower pursuant to this Agreement, (B) promptly notify the
         Administrative Agent of any change in circumstances which would modify
         or render invalid any claimed exemption or reduction, and (C) take such
         steps as shall not be materially disadvantageous to it, in the
         reasonable judgment of such Lender, and as may be reasonably necessary
         (including the re-designation of its Lending Office) to avoid any
         requirement of applicable Laws that the Borrower make any deduction or
         withholding for taxes from amounts payable to such Foreign Lender.

                  (ii)     Each Foreign Lender, to the extent it does not act or
         ceases to act for its own account with respect to any portion of any
         sums paid or payable to such Lender under any of the Loan Documents
         (for example, in the case of a typical participation by such Lender),
         shall deliver

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

                  (iii)    The Borrower shall not be required to pay any
         additional amount to any Foreign Lender under Section 3.01 (A) with
         respect to any Taxes required to be deducted or withheld on the basis
         of the information, certificates or statements of exemption such Lender
         transmits with an IRS Form W-8IMY pursuant to this Section 11.15(a) or
         (B) if such Lender shall have failed to satisfy the foregoing
         provisions of this Section 11.15(a); provided that if such Lender shall
         have satisfied the requirement of this Section 11.15(a) on the date
         such Lender became a Lender or ceased to act for its own account with
         respect to any payment under any of the Loan Documents, nothing in this
         Section 11.15(a) shall relieve the Borrower of its obligation to pay
         any amounts pursuant to Section 3.01 in the event that, as a result of
         any change in any applicable law, treaty or governmental rule,
         regulation or order, or any change in the interpretation,
         administration or application thereof, such Lender is no longer
         properly entitled to deliver forms, certificates or other evidence at a
         subsequent date establishing the fact that such Lender or other Person
         for the account of which such Lender receives any sums payable under
         any of the Loan Documents is not subject to withholding or is subject
         to withholding at a reduced rate.

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

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

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

         11.16    Replacement of Lenders.

                  Under any circumstances set forth herein providing that the
         Borrower shall have the right to replace a Lender as a party to this
         Agreement, the Borrower may, upon notice to such Lender

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         and the Administrative Agent, replace such Lender by causing such
         Lender to assign its Commitment and outstanding Loans (with the
         assignment fee to be paid by the Borrower in such instance) pursuant to
         Section 11.07(b) to one or more other Lenders or Eligible Assignees
         procured by the Borrower; provided, however, that if the Borrower
         elects to exercise such right with respect to any Lender pursuant to
         Section 3.06(b), it shall be obligated to replace all Lenders that have
         made similar requests for compensation pursuant to Section 3.01 or
         3.04. The Borrower shall (x) pay in full all principal, interest, fees
         and other amounts owing to such Lender through the date of replacement
         (including any amounts payable pursuant to Section 3.05), (y) provide
         appropriate assurances and indemnities (which may include letters of
         credit) to the L/C Issuer as each may reasonably require with respect
         to any continuing obligation to fund participation interests in any L/C
         Obligations, and (z) release such Lender from its obligations under the
         Loan Documents. Any Lender being replaced shall execute and deliver an
         Assignment and Assumption with respect to such Lender's Commitment and
         outstanding Loans and participations in L/C Obligations.

         11.17    Governing Law.

         (a)      THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, the LAW OF THE STATE OF NEW YORK applicable to agreements made
and to be performed entirely within such State; PROVIDED THAT THE ADMINISTRATIVE
Agent AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

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

         11.18    Waiver of Right to Trial by Jury.

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

                                       84
<PAGE>

ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE
WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

         11.19    Designated Senior Indebtedness.

         The Indebtedness evidenced by this Agreement is hereby specifically
designated as "Designated Senior Indebtedness" for purposes of the Indenture and
the other Convertible Senior Subordinated Debentures Documents.

                            [SIGNATURE PAGES FOLLOW]

                                       85
<PAGE>

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

BORROWER:               SEROLOGICALS CORPORATION,
                        a Delaware corporation

                        By: /s/ Harold W. Ingalls
                        Name: Harold W. Ingalls
                        Title: Vice President, Secretary

GUARANTORS:             SEROLOGICALS FINANCE COMPANY,
                        a Delaware corporation

                        By: /s/ Harold W. Ingalls
                        Name: Harold W. Ingalls
                        Title: President

                        SEROLOGICALS LICENSE COMPANY,
                        a Delaware corporation

                        By: /s/ Harold W. Ingalls
                        Name: Harold W. Ingalls
                        Title: President

                        SEROLOGICALS SPECIALTY BIOLOGICS, INC.
                        a Delaware corporation

                        By: /s/ Harold W. Ingalls
                        Name: Harold W. Ingalls
                        Title: Vice President, Secretary, Treasurer

                        SEROLOGICALS ROYALTY COMPANY,
                        a Delaware corporation

                        By: /s/ Harold W. Ingalls
                        Name: Harold W. Ingalls
                        Title: President

                        SEROLOGICALS INVESTMENT COMPANY,
                        a Delaware corporation

                        By: /s/ Harold W. Ingalls
                        Name: Harold W. Ingalls
                        Title: President

<PAGE>

                        SEROLOGICALS INVESTMENTS, LLC,
                        a Georgia limited liability company

                        By: /s/ Harold W. Ingalls
                        Name: Harold W. Ingalls
                        Title: Vice President, Secretary, Treasurer

                        SEROLOGICALS MANAGEMENT PARTNERSHIP, LP,
                        a Delaware limited partnership

                        By: /s/ Harold W. Ingalls
                        Name: Harold W. Ingalls
                        Title: Vice President, Secretary, Treasurer

                        SEROLOGICALS RESEARCH PRODUCTS, INC.,
                        a Delaware corporation

                        By: /s/ Harold W. Ingalls
                        Name: Harold W. Ingalls
                        Title: Treasurer

                        SEROLOGICALS PROTEINS, INC.,
                        a Delaware corporation

                        By: /s/ Harold W. Ingalls
                        Name: Harold W. Ingalls
                        Title: Vice President, Treasurer

                        SEROCOR INCORPORATED,
                        a Delaware corporation

                        By: /s/ Harold W. Ingalls
                        Name: Harold W. Ingalls
                        Title: Treasurer

                        SEROLOGICALS DISCOVERY PRODUCTS, LLC,
                        a Delaware limited liability company

                        By: /s/ Harold W. Ingalls
                        Name: Harold W. Ingalls
                        Title: Manager

                        INTERGEN BIOMANUFACTURING CORPORATION,
                        a Delaware corporation

                        By: /s/ Harold W. Ingalls
                        Name: Harold W. Ingalls
                        Title: Chief Financial Officer

<PAGE>

                        SEROLOGICALS LAWRENCE INC.,
                        a Delaware corporation

                        By: /s/ Harold W. Ingalls
                        Name: Harold W. Ingalls
                        Title: Treasurer

                        SEROLOGICALS NEVADA, INC.,
                        a Nevada corporation

                        By: /s/ Harold W. Ingalls
                        Name: Harold W. Ingalls
                        Title: President

                        SEROLOGICALS BUSINESS TRUST,
                        a Nevada business trust

                        By: /s/ Sterling Correia
                        Name: Sterling Correia
                        Title: Trustee

                        SEROLOGICALS BIODIAGNOSTICS, INC.,
                        a Massachusetts corporation

                        By: /s/ Harold W. Ingalls
                        Name: Harold W. Ingalls
                        Title: Chief Financial Officer

                        ALLEGHENY BIOLOGICALS, INC.,
                        a Pennsylvania corporation

                        By: /s/ Harold W. Ingalls
                        Name: Harold W. Ingalls
                        Title: Vice President, Secretary, Treasurer

                        CHEMICON INTERNATIONAL, INC.,
                        a California corporation

                        By: /s/ Harold W. Ingalls
                        Name: Harold W. Ingalls
                        Title: Vice President, Secretary

<PAGE>

ADMINISTRATIVE
AGENT:                  BANK OF AMERICA, N.A.,
                        as Administrative Agent

                        By: /s/ Kristine Thennes
                        Name: Kristine Thennes
                        Title: Vice President

LENDERS:                BANK OF AMERICA, N.A.,
                        as a Lender and L/C Issuer

                        By:/s/ William A. Powell
                        Name:  William A. Powell
                        Title: Senior Vice President

                        JPMORGAN CHASE BANK

                        By: /s/ Eileen W. Piker
                        Name: Eileen W. Piker
                        Title: Vice President