<Page>
                                                                   Exhibit 10.1


                                  $537,825,000

                              AMENDED AND RESTATED
                                CREDIT AGREEMENT

                                      among

                          SCIENTIFIC GAMES CORPORATION,
                                  as Borrower,

                               The Several Lenders
                        from Time to Time Parties Hereto,

                          DEUTSCHE BANK SECURITIES INC.
                                       and
                           Credit Suisse First Boston,
                           as Co-Documentation Agents,

                      BEAR STEARNS CORPORATE LENDING INC.,
                              as Syndication Agent,

                                       and

                              THE BANK OF NEW YORK,
                             as Administrative Agent



                          Dated as of November 6, 2003



       BEAR, STEARNS & CO. INC., as Sole Lead Arranger and Sole Bookrunner

                          DEUTSCHE BANK SECURITIES INC.
                                       and
                           Credit Suisse First Boston,
                                 as Co-Arrangers


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                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                       PAGE
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<S>                                                                                     <C>
Section 1.       DEFINITIONS ..........................................................   2
        1.1.     Defined Terms ........................................................   2
        1.2.     Other Definitional Provisions ........................................  28
        1.3.     Currency Conversion ..................................................  29

Section 2.       AMOUNT AND TERMS OF TRANCHE C TERM COMMITMENTS .......................  29
        2.1.     Tranche C Term Commitments ...........................................  29
        2.2.     Procedure for Tranche C Term Loan Borrowing ..........................  30
        2.3.     Repayment of Tranche C Term Loans ....................................  30

Section 3.       AMOUNT AND TERMS OF REVOLVING COMMITMENTS ............................  31
        3.1.     Revolving Commitments ................................................  31
        3.2.     Procedure for Revolving Loan Borrowing ...............................  32
        3.3.     Swingline Commitment .................................................  32
        3.4.     Procedure for Swingline Borrowing; Refunding of Swingline Loans ......  33
        3.5.     Commitment Fees, etc. ................................................  34
        3.6.     Termination or Reduction of Revolving Commitments ....................  34
        3.7.     L/C Commitment .......................................................  35
        3.8.     Procedure for Issuance of Letter of Credit ...........................  35
        3.9.     Fees and Other Charges ...............................................  36
        3.10.    L/C Participations ...................................................  36
        3.11.    Reimbursement Obligation of the Borrower .............................  37
        3.12.    Obligations Absolute .................................................  38
        3.13.    Letter of Credit Payments ............................................  38
        3.14.    Applications .........................................................  39
        3.15.    Foreign Currency Subfacility .........................................  39
        3.16.    Procedure for Foreign Currency Loan Borrowings .......................  39
        3.17.    Foreign Currency Loan Fees, Commissions and Other Charges ............  39
        3.18.    Participations in Foreign Currency Loans .............................  40

Section 4.       GENERAL PROVISIONS APPLICABLE TO LOANS AND LETTERS OF CREDIT .........  42
        4.1.     Optional Prepayments .................................................  42
        4.2.     Mandatory Prepayments ................................................  42
        4.3.     Conversion and Continuation Options ..................................  44
        4.4.     Limitations on Eurocurrency Tranches .................................  44
        4.5.     Interest Rates and Payment Dates .....................................  45
        4.6.     Computation of Interest and Fees .....................................  45
        4.7.     Inability to Determine Interest Rate .................................  46
        4.8.     Pro Rata Treatment and Payments ......................................  47
        4.9.     Requirements of Law ..................................................  48


                                      -1-
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                                                                                       PAGE
                                                                                       ----

        4.10.    Taxes ................................................................  51
        4.11.    Indemnity ............................................................  53
        4.12.    Change of Lending Office .............................................  53
        4.13.    Replacement of Lenders ...............................................  53
        4.14.    Evidence of Debt .....................................................  54
        4.15.    Illegality ...........................................................  54
        4.16.    Foreign Currency Exchange Rate .......................................  55

Section 5.       REPRESENTATIONS AND WARRANTIES .......................................  55
        5.1.     Financial Condition ..................................................  55
        5.2.     No Change ............................................................  56
        5.3.     Corporate Existence; Compliance with Law .............................  56
        5.4.     Power; Authorization; Enforceable Obligations ........................  56
        5.5.     No Legal Bar .........................................................  57
        5.6.     Litigation ...........................................................  57
        5.7.     No Default ...........................................................  57
        5.8.     Ownership of Property; Liens .........................................  57
        5.9.     Intellectual Property ................................................  57
        5.10.    Taxes ................................................................  58
        5.11.    Federal Regulations ..................................................  58
        5.12.    Labor Matters ........................................................  58
        5.13.    ERISA ................................................................  58
        5.14.    Investment Company Act; Other Regulations ............................  59
        5.15.    Subsidiaries .........................................................  59
        5.16.    Use of Proceeds ......................................................  59
        5.17.    Environmental Matters ................................................  59
        5.18.    Accuracy of Information, etc. ........................................  60
        5.19.    Security Documents ...................................................  61
        5.20.    Solvency .............................................................  62
        5.21.    Senior Indebtedness ..................................................  62
        5.22.    Regulation H .........................................................  62
        5.23.    Material Contracts ...................................................  62

Section 6.       CONDITIONS PRECEDENT .................................................  62
        6.1.     Conditions to Initial Extension of Credit ............................  62
        6.2.     Conditions to Each Extension of Credit ...............................  67

Section 7.       AFFIRMATIVE COVENANTS ................................................  67
        7.1.     Financial Statements .................................................  67
        7.2.     Certificates; Other Information ......................................  68
        7.3.     Payment of Obligations ...............................................  69
        7.4.     Maintenance of Existence; Compliance .................................  69
        7.5.     Maintenance of Property; Insurance ...................................  69
        7.6.     Inspection of Property; Books and Records; Discussions ...............  70
        7.7.     Notices ..............................................................  70
        7.8.     Environmental Laws ...................................................  71
        7.9.     Additional Collateral, etc. ..........................................  71


                                      -ii-
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                                                                                       PAGE
                                                                                       ----

        7.10.    Further Assurances ...................................................  73

Section 8.       NEGATIVE COVENANTS ...................................................  74
        8.1.     Financial Condition Covenants ........................................  74
        8.2.     Indebtedness .........................................................  76
        8.3.     Liens ................................................................  77
        8.4.     Fundamental Changes ..................................................  79
        8.5.     Disposition of Property ..............................................  80
        8.6.     Restricted Payments ..................................................  81
        8.7.     Capital Expenditures .................................................  82
        8.8.     Investments ..........................................................  82
        8.9.     Optional Payments and Modifications of Certain Debt Instruments ......  84
        8.10.    Transactions with Affiliates .........................................  85
        8.11.    Sales and Leasebacks .................................................  85
        8.12.    Changes in Fiscal Periods ............................................  85
        8.13.    Negative Pledge Clauses ..............................................  85
        8.14.    Clauses Restricting Subsidiary Distributions .........................  86
        8.15.    Lines of Business ....................................................  86
        8.16.    Hedge Agreements .....................................................  86
        8.17.    Amendments to Acquisition Agreement ..................................  86

Section 9.       EVENTS OF DEFAULT ....................................................  87

Section 10.      THE AGENTS ...........................................................  90
        10.1.    Appointment ..........................................................  90
        10.2.    Delegation of Duties .................................................  91
        10.3.    Exculpatory Provisions ...............................................  91
        10.4.    Reliance by Agents ...................................................  91
        10.5.    Notice of Default ....................................................  92
        10.6.    Non?Reliance on Agents and Other Lenders .............................  92
        10.7.    Indemnification ......................................................  92
        10.8.    Agent in Its Individual Capacity .....................................  93
        10.9.    Successor Administrative Agent .......................................  93
        10.10.   Agents Generally .....................................................  94
        10.11.   The Lead Arranger ....................................................  94

Section 11.      MISCELLANEOUS ........................................................  94
        11.1.    Amendments and Waivers ...............................................  94
        11.2.    Notices ..............................................................  96
        11.3.    No Waiver; Cumulative Remedies .......................................  96
        11.4.    Survival of Representations and Warranties ...........................  97
        11.5.    Payment of Expenses and Taxes ........................................  97
        11.6.    Successors and Assigns; Participations and Assignments ...............  98
        11.7.    Adjustments; Set-off ................................................. 102
        11.8.    Counterparts ......................................................... 102
        11.9.    Severability ......................................................... 102
        11.10.   Integration .......................................................... 103


                                     -iii-
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                                                                                       PAGE
                                                                                       ----

        11.11.   GOVERNING LAW ........................................................ 103
        11.12.   Submission To Jurisdiction; Waivers .................................. 103
        11.13.   Acknowledgments ...................................................... 103
        11.14.   Releases of Guarantees and Liens ..................................... 104
        11.15.   Confidentiality ...................................................... 104
        11.16.   WAIVERS OF JURY TRIAL ................................................ 105
        11.17.   Delivery of Addenda .................................................. 105
        11.18.   Conversion of Currencies ............................................. 105
        11.19.   Interest Rate Limitation ............................................. 105
        11.20.   Effect of Amendment and Restatement of the Existing Credit Agreement . 106
        11.21.   Special Provisions ................................................... 106
</Table>








                                      -iv-
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ANNEX:

A                     Pricing Grid


SCHEDULES:

1.1(a)         Mortgaged Property
1.1(b)         Specified Hedge Agreements
5.4            Consents, Authorizations, Filings and Notices
5.6            Litigation
5.15(a)        Subsidiaries
5.15(b)        Outstanding Equity Commitments
5.19(a)        UCC Filing Jurisdictions
5.19(b)        Mortgage Filing Jurisdictions
5.22           Regulation H
5.23           Material Contracts
8.2(d)         Existing Indebtedness
8.3(l)         Existing Liens
8.5(f)         Specified Foreign Contracts
8.8(f)         Existing Investments
8.13(c)        Specified Contracts - Negative Pledge
8.13(d)        Specified Contracts - Prohibition of Assignment


EXHIBITS:

A              Form of Amended and Restated Guarantee and Collateral Agreement
B              Form of Compliance Certificate
C              Form of Closing Certificate
D-1            Form of Mortgage
D-2            Form of Mortgage Amendment
E              Form of Assignment and Assumption
F-1            Form of Legal Opinion of Kramer Levin Naftalis & Frankel LLP
F-2            Form of Legal Opinion of Martin E. Schloss
G              Form of Exemption Certificate
H-1            Form of Tranche C Term Note
H-2            Form of Revolving Note
I              Form of Swingline Note
J              Form of Addendum



                                      -v-
<Page>

       AMENDED AND RESTATED CREDIT AGREEMENT, dated as of November 6, 2003,
among SCIENTIFIC GAMES CORPORATION, a Delaware corporation (the "BORROWER"), the
several banks and other financial institutions or entities from time to time
parties to this Agreement (the "LENDERS"), BEAR, STEARNS & CO. INC., as sole
lead arranger and sole bookrunner (in such capacity, the "LEAD Arranger"),
DEUTSCHE BANK SECURITIES INC. and CREDIT SUISSE FIRST BOSTON, as co-arrangers
(in such capacity, the "CO-ARRANGERS"), DEUTSCHE BANK SECURITIES INC. and CREDIT
SUISSE FIRST BOSTON, as co-documentation agents (in such capacity, the
"CO-DOCUMENTATION AGENTS"), BEAR STEARNS CORPORATE LENDING INC., as syndication
agent (in such capacity, the "SYNDICATION AGENT"), and THE BANK OF NEW YORK, as
administrative agent (in such capacity, the "ADMINISTRATIVE AGENT").

                              W I T N E S S E T H:

       WHEREAS, the Borrower is party to the Credit Agreement, dated as of
December 19, 2002 (as amended, supplemented or otherwise modified prior to the
date hereof, the "EXISTING CREDIT AGREEMENT"), among the Borrower, the several
banks and other financial institutions from time to time parties thereto, Bear,
Stearns & Co. Inc., as sole lead arranger and sole bookrunner, BNY Capital
Markets, Inc., as co-arranger, Bear Stearns Corporate Lending Inc., as
syndication agent, and The Bank of New York, as administrative agent;

       WHEREAS, the Borrower has entered into the Stock Purchase Agreement,
dated as of September 11, 2003 (as amended prior to the date hereof and
including all exhibits and schedules thereto, the "ACQUISITION AGREEMENT"),
among Powerhouse Technologies, Inc., a Delaware corporation ("POWERHOUSE"), IGT
Online Entertainment Systems, Inc., a Delaware corporation (the "Target"), and
the Borrower, pursuant to which it will acquire (the "ACQUISITION") from
Powerhouse all the outstanding capital stock of the Target, for initial
consideration of approximately $143,000,000 (PLUS the assumption of, or issuance
of indemnities related to, a letter of credit, certain Guarantee Obligations and
up to approximately $58,000,000 of surety bonds and up to $5,000,000 of other
Indebtedness and subject to a post-closing working capital adjustment, in each
case as set forth in the Acquisition Agreement);

       WHEREAS, the Borrower also desires, among other things, to (i) refinance
the Existing Term Loans (as defined below) outstanding under the Existing Credit
Agreement (the "REFINANCING"), (ii) exercise its option to increase the
commitments under the Revolving Facility (as defined in the Existing Credit
Agreement) under the Existing Credit Agreement by $25,000,000 (the "REVOLVING
COMMITMENT INCREASE") to $75,000,000 and (iii) make certain amendments to the
Existing Credit Agreement;

       WHEREAS, in connection with the Refinancing, the Revolving Commitment
Increase and the Acquisition, the Borrower has requested that the Existing
Credit Agreement be amended and restated in its entirety and has requested that
the Lenders hereto make available credit facilities, the proceeds of which will
be used to finance the Refinancing, the Acquisition and for general corporate
purposes; and

       WHEREAS, the Lenders have agreed to make such credit facilities available
upon and subject to the terms and conditions set forth herein;

<Page>
                                                                               2


       NOW, THEREFORE, in consideration of the premises and agreements set forth
herein, the parties hereto hereby agree that on the Effective Date, as provided
in Section 11.20, the Existing Credit Agreement shall be amended and restated in
its entirety as follows:

                             SECTION 1. DEFINITIONS

       1.1. DEFINED TERMS. As used in this Agreement, the terms listed in this
Section 1.1 shall have the respective meanings set forth in this Section 1.1.

       "ACQUISITION": as defined in the recitals to this Agreement.

       "ACQUISITION AGREEMENT": as defined in the recitals to this Agreement.

       "ADDENDUM": with respect to any initial Lender, a Lender Addendum,
substantially in the form of Exhibit J, to be executed and delivered by such
Lender on the Effective Date as provided in Section 11.17.

       "ADJUSTMENT DATE": as defined in the Pricing Grid.

       "ADMINISTRATIVE AGENT": as defined in the preamble to this Agreement.

       "AFFECTED FOREIGN CURRENCY": as defined in Section 4.7(c).

       "AFFILIATE": as to any Person, any other Person that, directly or
indirectly, is in control of, is controlled by, or is under common control with,
such Person. For purposes of this definition, "control" (including, with
correlative meanings, the terms "controlling", "controlled by" and "under common
control with"), as applied to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of that Person, whether through the ownership of voting securities or
by contract or otherwise.

       "AGENTS": the collective reference to the Syndication Agent, the
Co-Documentation Agents, the Lead Arranger and the Administrative Agent, which
term shall include, for purposes of Section 10 only, the Issuing Lender.

       "AGGREGATE EXPOSURE": with respect to any Lender at any time, an amount
equal to (a) until the Effective Date, the aggregate amount of such Lender's
Commitments at such time and (b) thereafter, the sum of (i) the aggregate then
unpaid principal amount of such Lender's Tranche C Term Loans, (ii) the amount
of such Lender's Revolving Commitment then in effect or, if the Revolving
Commitments have been terminated, the amount of such Lender's Revolving
Extensions of Credit then outstanding.

       "AGGREGATE EXPOSURE PERCENTAGE": with respect to any Lender at any time,
the ratio (expressed as a percentage) of such Lender's Aggregate Exposure at
such time to the Aggregate Exposure of all Lenders at such time.

       "AGREEMENT": this Credit Agreement.

<Page>
                                                                               3


       "AGREEMENT CURRENCY": as defined in Section 11.18(b).

       "APPLICABLE CREDITOR": as defined in Section 11.18(b).

       "APPLICABLE MARGIN": a rate per annum equal to, (i) with respect to
Revolving Loans and Swingline Loans, the rate determined pursuant to the Pricing
Grid and (ii) with respect to Tranche C Term Loans, (A) that are Eurocurrency
Loans, 2.75%, and (B) that are Base Rate Loans, 1.75%, PROVIDED that, at any
time Pricing Level V (as defined in the Pricing Grid) shall be applicable to the
Revolving Loans in accordance with the Pricing Grid, the Applicable Margin with
respect to Tranche C Term Loans, shall be a rate per annum equal to (x) 2.50%,
with respect to Eurocurrency Loans, and (y) 1.50%, with respect to Base Rate
Loans.

       "APPLICATION": an application, in such form as the Issuing Lender may
specify from time to time, requesting the Issuing Lender to open a Letter of
Credit.

       "APPROVED FUND": with respect to any Lender that is a fund that invests
in commercial loans, any other fund that invests in commercial loans and is
managed or advised by the same investment advisor as such Lender or by an
Affiliate of such investment advisor.

       "ASSET SALE": any Disposition of Property or series of related
Dispositions of Property (excluding any such Disposition permitted by clause
(a), (b), (c), (d) or (f) of Section 8.5) that yields Net Cash Proceeds to any
Group Member (valued at the initial principal amount thereof in the case of
non-cash proceeds consisting of notes or other debt securities and valued at
fair market value in the case of other non-cash proceeds) in excess of
$5,000,000.

       "ASSIGNEE": as defined in Section 11.6(b).

       "ASSIGNMENT AND ASSUMPTION": an Assignment and Assumption, substantially
in the form of Exhibit E.

       "AVAILABLE REVOLVING COMMITMENT": as to any Revolving Lender at any time,
an amount equal to the excess, if any, of (a) such Lender's Revolving Commitment
then in effect OVER (b) such Lender's Revolving Extensions of Credit then
outstanding; provided that, in calculating any Lender's Revolving Extensions of
Credit for the purpose of determining such Lender's Available Revolving
Commitment pursuant to Section 3.5, the aggregate principal amount of Swingline
Loans then outstanding shall be deemed to be zero.

       "BASE RATE": for any day, a rate per annum (rounded upwards, if
necessary, to the next 1/16 of 1%) equal to the greater of (a) the Prime Rate in
effect on such day and (b) the Federal Funds Effective Rate in effect on such
day PLUS 0.50%. For purposes hereof: "PRIME RATE" shall mean the rate of
interest per annum publicly announced from time to time by the Reference Lender
as its prime rate in effect at its principal office in New York City (the Prime
Rate not being intended to be the lowest rate of interest charged by the
Reference Lender in connection with extensions of credit to debtors). Any change
in the Base Rate due to a change in the Prime Rate or the Federal Funds
Effective Rate shall be effective as of the opening of

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                                                                               4


business on the effective day of such change in the Prime Rate or the Federal
Funds Effective Rate, respectively.

       "BASE RATE LOANS": Loans the rate of interest applicable to which is
based upon the Base Rate.

       "BENEFITTED LENDER": as defined in Section 11.7(a).

       "BOARD": the Board of Governors of the Federal Reserve System of the
United States (or any successor).

       "BORROWER": as defined in the preamble to this Agreement.

       "BORROWING DATE": any Business Day specified by the Borrower as a date on
which the Borrower requests the relevant Lenders to make Loans hereunder.

       "BUSINESS": as defined in Section 5.17(b).

       "BUSINESS DAY": a day other than a Saturday, Sunday or other day on which
commercial banks in New York City are authorized or required by law to close,
PROVIDED, that (a) when used in connection with a Eurocurrency Loan, the term
"Business Day" shall also exclude any day on which banks are not open for
dealings in deposits in the applicable currency in the London interbank market,
(b) when used in connection with a Foreign Currency Loan, the term "Business
Day" shall also exclude any day on which banks in (i) the jurisdiction of the
account to which the proceeds of such Loan are to be disbursed and (ii) the
jurisdiction in which payments of principal of and interest on such Loan are to
made are authorized or required by law to close and (c) when used in connection
with any Loan denominated in Euro, the term "Business Day" shall also exclude
any day on which the Trans-European Automated Real-Time Gross Settlement Express
Transfer System (TARGET) (or, if such clearing system ceases to be operative,
such other clearing system (if any) determined by the Administrative Agent to be
a suitable replacement) is not open for settlement of payment in Euro.

       "CALCULATION DATE": with respect to each Foreign Currency, the fifteenth
and last day of each calendar month (or, if such day is not a Business Day, the
next succeeding Business Day), PROVIDED that (a) the second Business Day
preceding each Borrowing Date with respect to any Foreign Currency Loans in a
Foreign Currency shall also be a "Calculation Date" with respect to such Foreign
Currency and (b) solely for purposes of determining the Dollar Equivalent of the
fees payable pursuant to Section 3.17(b), the Business Day immediately preceding
the date of such payment shall be a "Calculation Date" with respect to each
Foreign Currency.

       "CAPITAL EXPENDITURES": for any period, with respect to any Person, the
aggregate of all expenditures by such Person and its Subsidiaries for (a) the
acquisition or leasing (pursuant to a capital lease) of fixed or capital assets
or additions to equipment (including replacements, capitalized repairs and
improvements during such period) that should be capitalized under GAAP on a
consolidated balance sheet of such Person and its Subsidiaries, (b) the purchase
or

<Page>
                                                                               5


development of computer software or systems to the extent such expenditures are
capitalized on the consolidated balance sheet of the Borrower and its
Subsidiaries in conformity with GAAP and (c) deferred installation costs;
PROVIDED that, Capital Expenditures shall not include expenditures recorded as
consideration paid in connection with acquisitions permitted by Section 8.8(k)
or any other related expenditure made substantially contemporaneously therewith.

       "CAPITAL LEASE OBLIGATIONS": as to any Person, the obligations of such
Person to pay rent or other amounts under any lease of (or other arrangement
conveying the right to use) real or personal property, or a combination thereof,
which obligations are required to be classified and accounted for as capital
leases on a balance sheet of such Person under GAAP and, for the purposes of
this Agreement, the amount of such obligations at any time shall be the
capitalized amount thereof at such time determined in accordance with GAAP.

       "CAPITAL STOCK": any and all shares, interests, participations or other
equivalents (however designated) of capital stock of a corporation, any and all
equivalent ownership interests in a Person (other than a corporation) and any
and all warrants, rights or options to purchase any of the foregoing.

       "CASH COLLATERAL ACCOUNT": as defined in Section 4.2(f).

       "CASH EQUIVALENTS": (a) marketable direct obligations issued by, or
unconditionally guaranteed by, the United States government or issued by any
agency thereof and backed by the full faith and credit of the United States, in
each case maturing within one year from the date of acquisition; (b)
certificates of deposit, time deposits, eurodollar time deposits or overnight
bank deposits having maturities of six months or less from the date of
acquisition issued by any Lender or by any commercial bank organized under the
laws of the United States or any state thereof having combined capital and
surplus of not less than $500,000,000; (c) commercial paper of an issuer rated
at least A-1 by Standard & Poor's Ratings Services ("S&P") or P-1 by Moody's
Investors Service, Inc. ("MOODY'S"), or carrying an equivalent rating by a
nationally recognized rating agency, if both of the two named rating agencies
cease publishing ratings of commercial paper issuers generally, and maturing
within six months from the date of acquisition; (d) repurchase obligations of
any Lender or of any commercial bank satisfying the requirements of clause (b)
of this definition, having a term of not more than 30 days, with respect to
securities issued or fully guaranteed or insured by the United States
government; (e) securities with maturities of one year or less from the date of
acquisition issued or fully guaranteed by any state, commonwealth or territory
of the United States, by any political subdivision or taxing authority of any
such state, commonwealth or territory or by any foreign government, the
securities of which state, commonwealth, territory, political subdivision,
taxing authority or foreign government (as the case may be) are rated at least A
by S&P or A by Moody's; (f) securities with maturities of six months or less
from the date of acquisition backed by standby letters of credit issued by any
Lender or any commercial bank satisfying the requirements of clause (b) of this
definition; (g) shares of Dollar denominated money market mutual or similar
funds which invest exclusively in assets satisfying the requirements of clauses
(a) through (f) of this definition or money market funds that (i) comply with
the criteria set forth in Securities and Exchange Conversion Rule 2a-7 under the
Investment Company Act of 1940, (ii) are rated AAA by S&P and Aaa by Moody's and
(iii) have portfolio assets of at

<Page>
                                                                               6


least $5,000,000,000 or (h) in the case of Subsidiaries doing business outside
of the United States, substantially similar investments to those set forth in
clauses (a) through (g) above denominated in foreign currencies; PROVIDED that,
references to the United States shall be deemed to mean foreign countries having
a sovereign rating of A or better from either S&P or Moody's.

       "CHARGES": as defined in Section 11.19.

       "CODE": the Internal Revenue Code of 1986, as amended from time to time.

       "CO-DOCUMENTATION AGENTS": as defined in the preamble to this Agreement.

       "COLLATERAL": all Property of the Loan Parties, now owned or hereafter
acquired, upon which a Lien is purported to be created by any Security Document.

       "COMMITMENT": as to any Lender, the sum of the Tranche C Term Commitment
and the Revolving Commitment of such Lender.

       "COMMITMENT FEE RATE": 0.50% per annum.

       "COMMONLY CONTROLLED ENTITY": an entity, whether or not incorporated,
that is under common control with the Borrower within the meaning of Section
4001 of ERISA or is part of a group that includes the Borrower and that is
treated as a single employer under Section 414 of the Code.

       "COMPLIANCE CERTIFICATE": a certificate duly executed by a Responsible
Officer substantially in the form of Exhibit B.

       "CONDUIT LENDER": any special purpose entity organized and administered
by any Lender for the purpose of making Loans otherwise required to be made by
such Lender and designated by such Lender in a written instrument, subject to
the consent of the Administrative Agent and the Borrower (which consent shall
not be unreasonably withheld); PROVIDED, that the designation by any Lender of a
Conduit Lender shall not relieve the designating Lender of any of its
obligations to fund a Loan under this Agreement if, for any reason, its Conduit
Lender fails to fund any such Loan, and the designating Lender (and not the
Conduit Lender) shall have the sole right and responsibility to deliver all
consents and waivers required or requested under this Agreement with respect to
its Conduit Lender, and PROVIDED, FURTHER, that no Conduit Lender shall (a) be
entitled to receive any greater amount pursuant to Section 4.9, 4.10, 4.11 or
11.5 than the designating Lender would have been entitled to receive in respect
of the extensions of credit made by such Conduit Lender or (b) be deemed to have
any Commitment.

       "CONFIDENTIAL INFORMATION MEMORANDUM": the Confidential Information
Memorandum dated October, 2003 and furnished to the Lenders.

       "CONSOLIDATED CURRENT ASSETS": at any date, all amounts (other than cash
and Cash Equivalents) that would, in conformity with GAAP, be set forth opposite
the caption "total current assets" (or any like caption) on a consolidated
balance sheet of the Borrower and its Subsidiaries at such date.

<Page>
                                                                               7


       "CONSOLIDATED CURRENT LIABILITIES": at any date, all amounts that would,
in conformity with GAAP, be set forth opposite the caption "total current
liabilities" (or any like caption) on a consolidated balance sheet of the
Borrower and its Subsidiaries at such date, but excluding any Indebtedness of
the Borrower and its Subsidiaries.

       "CONSOLIDATED EBITDA": for any period, Consolidated Net Income for such
period PLUS, without duplication and to the extent reflected as a charge in the
statement of such Consolidated Net Income for such period, the sum of (a) income
tax expense, (b) interest expense, amortization or writeoff of debt discount and
debt issuance costs and commissions, discounts and other fees and charges
associated with Indebtedness (including the Loans), (c) depreciation and
amortization expense, (d) amortization of intangibles (including, but not
limited to, goodwill) and organization costs and (e) any extraordinary charges
or losses determined in accordance with GAAP and MINUS, to the extent included
in the statement of such Consolidated Net Income for such period, the sum of (a)
interest income and (b) any extraordinary income or gains determined in
accordance with GAAP. For the purposes of calculating Consolidated EBITDA for
any period of four consecutive fiscal quarters (each, a "REFERENCE PERIOD")
pursuant to any determination of the Consolidated Leverage Ratio and the
Consolidated Senior Debt Ratio, (i) if at any time during such Reference Period
the Borrower or any Subsidiary shall have made any Material Disposition, the
Consolidated EBITDA for such Reference Period shall be reduced by an amount
equal to the Consolidated EBITDA (if positive) attributable to the property that
is the subject of such Material Disposition for such Reference Period or
increased by an amount equal to the Consolidated EBITDA (if negative)
attributable thereto for such Reference Period and (ii) if during such Reference
Period the Borrower or any Subsidiary shall have made a Material Acquisition,
Consolidated EBITDA for such Reference Period shall be calculated after giving
PRO FORMA effect thereto as if such Material Acquisition occurred on the first
day of such Reference Period. As used in this definition, "MATERIAL ACQUISITION"
means any acquisition of property or series of related acquisitions of property
that (a) constitutes assets comprising all or substantially all of an operating
unit of a business or constitutes all or substantially all of the common stock
of a Person and (b) involves the payment of consideration by the Borrower and
its Subsidiaries in excess of $5,000,000; and "MATERIAL DISPOSITION" means any
Disposition of property or series of related Dispositions of property that
yields gross proceeds to the Borrower or any of its Subsidiaries in excess of
$5,000,000.

       "CONSOLIDATED FIXED CHARGE COVERAGE RATIO": for any period, the ratio of
(a) Consolidated EBITDA for such period to (b) Consolidated Fixed Charges for
such period.

       "CONSOLIDATED FIXED CHARGES": for any period, the sum (without
duplication) of (a) Consolidated Interest Expense for such period, (b) scheduled
payments made during such period on account of principal of Indebtedness of the
Borrower or any of its Subsidiaries (including scheduled principal payments in
respect of the Existing Term Loans and the Tranche C Term Loans), (c) the amount
of Restricted Payments made in cash during such period as permitted by Section
8.6 (other than Section 8.6(a) and clause (y) in Section 8.6(b)) and (d) cash
taxes actually paid by the Borrower and its Subsidiaries during such period.

       "CONSOLIDATED INTEREST COVERAGE RATIO": for any period, the ratio of (a)
Consolidated EBITDA for such period to (b) Consolidated Interest Expense for
such period.

<Page>
                                                                               8


       "CONSOLIDATED INTEREST EXPENSE": for any period, total cash interest
expense (including that attributable to Capital Lease Obligations) of the
Borrower and its Subsidiaries for such period with respect to all outstanding
Indebtedness of the Borrower and its Subsidiaries (including all commissions,
discounts and other fees and charges owed with respect to letters of credit and
bankers' acceptance financing and net costs under Hedge Agreements in respect of
interest rates to the extent such net costs are allocable to such period in
accordance with GAAP), PROVIDED that, Consolidated Interest Expense shall be
calculated without giving effect to any interest expense resulting from (x) any
write-off of deferred financing costs associated with the Original Refinancing
recorded on or prior to December 31, 2002, (y) the write-off of premium paid and
any deferred financing costs associated with the repurchase or redemption of the
Senior Subordinated Notes prior to the Original Closing Date or, after the
Original Closing Date, on or prior to December 31, 2002, as permitted by clause
(a) of Section 8.9, and (z) any costs associated with the termination of Hedge
Agreements in connection with the Original Refinancing recorded on or prior to
December 31, 2002.

       "CONSOLIDATED LEVERAGE RATIO": as of the last day of any period, the
ratio of (a) Consolidated Total Debt on such day to (b) Consolidated EBITDA for
such period.

       "CONSOLIDATED NET INCOME": for any period, the consolidated net income
(or loss) of the Borrower and its Subsidiaries, determined on a consolidated
basis in accordance with GAAP (prior to giving effect to the payment of any
dividends paid on the Convertible Preferred Stock), PROVIDED that, Consolidated
Net Income shall be calculated without giving effect to (x) any write-off of
deferred financing costs associated with the Original Refinancing recorded on or
prior to December 31, 2002, (y) the write-off of premium paid and any deferred
financing costs associated with the repurchase or redemption of the Senior
Subordinated Notes prior to the Original Closing Date or, after the Original
Closing Date, on or prior to December 31, 2002 as permitted by clause (a) of
Section 8.9, and (z) any costs associated with the termination of Hedge
Agreements in connection with the Original Refinancing recorded on or prior to
December 31, 2002; PROVIDED, FURTHER, that 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 and (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) or Requirement of Law applicable to such Subsidiary.

       "CONSOLIDATED SENIOR DEBT": all Consolidated Total Debt other than the
Senior Subordinated Notes.

       "CONSOLIDATED SENIOR DEBT RATIO": as of the last day of any period, the
ratio of (a) Consolidated Senior Debt on such day to (b) Consolidated EBITDA for
such period.

<Page>
                                                                               9


       "CONSOLIDATED TOTAL DEBT": at any date, the aggregate principal amount of
all Indebtedness of the Borrower and its Subsidiaries at such date, determined
on a consolidated basis and required to be reflected on the Borrower's balance
sheet in accordance with GAAP.

       "CONSOLIDATED WORKING CAPITAL": at any date, the excess of Consolidated
Current Assets on such date OVER Consolidated Current Liabilities on such date.

       "CONTINUING DIRECTORS": the directors of the Borrower on the Original
Closing Date and each other director, if, in each case, such other director's
nomination for election to the board of directors of the Borrower is recommended
by a majority of the then Continuing Directors.

       "CONTRACTUAL OBLIGATION": 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.

       "CONVERSION DATE": any date on which either (a) an Event of Default under
Section 9(f) has occurred or (b) the Commitments shall have been terminated
prior to the Revolving Termination Date and/or the Loans shall have been
declared immediately due and payable, in either case pursuant to Section 9.

       "CONVERSION NOTICE": as defined in Section 2.1(b).

       "CONVERTED TERM LOAN": as defined in Section 2.1(b).

       "CONVERTIBLE PREFERRED STOCK": the Borrower's Series A Convertible
Preferred Stock outstanding as of the Original Closing Date.

       "DEFAULT": any of the events specified in Section 9, whether or not any
requirement for the giving of notice, the lapse of time, or both, has been
satisfied.

       "DISPOSITION": with respect to any Property, any sale, lease, sale and
leaseback, assignment, conveyance, transfer or other disposition thereof. The
terms "DISPOSE" and "DISPOSED OF" shall have correlative meanings.

       "DOLLAR EQUIVALENT": at any time as to any amount denominated in a
Foreign Currency, the equivalent amount in Dollars as determined by the
Administrative Agent at such time on the basis of the Exchange Rate for the
purchase of Dollars with such Foreign Currency on the most recent Calculation
Date for such Foreign Currency.

       "DOLLARS" and "$": dollars in lawful currency of the United States.

       "DOMESTIC SUBSIDIARY": any Subsidiary of the Borrower organized under the
laws of any jurisdiction within the United States.

<Page>
                                                                              10


       "ECF PERCENTAGE": 50%; PROVIDED, that, with respect to any fiscal year of
the Borrower, the ECF Percentage shall be reduced to 0% if the Consolidated
Leverage Ratio as of the last day of such fiscal year is not greater than 2.5 to
1.0.

       "EFFECTIVE DATE": the date on which the conditions precedent set forth in
Section 6.1 shall have been satisfied, which date is November 6, 2003.

       "ENVIRONMENTAL LAWS": any and all laws, rules, orders, regulations,
statutes, ordinances, codes, decrees, requirements of any Governmental Authority
or other Requirements of Law (including common law) regulating, relating to or
imposing liability or standards of conduct concerning protection of human health
or the environment, as have been, are now, or may at any time hereafter be in
effect.

       "ERISA": the Employee Retirement Income Security Act of 1974, as amended
from time to time.

       "EUROCURRENCY BASE RATE": with respect to each day during each Interest
Period pertaining to a Eurocurrency Loan, the rate per annum determined on the
basis of the rate for deposits in Dollars (or, in the case of a Eurocurrency
Loan that is a Foreign Currency Loan, the applicable Foreign Currency) for a
period equal to such Interest Period commencing on the first day of such
Interest Period appearing on Page 3750 (or on the Page for the applicable
Foreign Currency) of the Telerate screen as of 11:00 A.M., New York City time,
two Business Days prior to the beginning of such Interest Period (or, in the
case of Eurocurrency Loans denominated in British Pounds Sterling, the relevant
Page of the Telerate screen as of 9:00 A.M., New York City time, on the first
day of such Interest Period). In the event that such rate does not appear on
Page 3750 (or on the Page for the applicable Foreign Currency) of the Telerate
screen (or otherwise on such screen), the "EUROCURRENCY BASE RATE" shall be
determined by reference to such other comparable publicly available service for
displaying Eurocurrency rates as may be selected by the Administrative Agent or,
in the absence of such availability, by reference to the rate at which the
Administrative Agent is offered Dollar deposits (or, in the case of a
Eurocurrency Loan that is a Foreign Currency Loan, deposits in the applicable
Foreign Currency) at or about 11:00 A.M., local time, two Business Days prior to
the beginning of such Interest Period in the interbank eurocurrency market where
its eurocurrency and foreign currency and exchange operations are then being
conducted for delivery on the first day of such Interest Period for the number
of days comprised therein.

       "EUROCURRENCY LOANS": Loans the rate of interest applicable to which is
based upon the Eurocurrency Rate.

       "EUROCURRENCY RATE": with respect to each day during each Interest Period
pertaining to a Eurocurrency Loan, a rate per annum determined for such day in
accordance with the following formula (rounded upward to the nearest 1/100th of
1%):

                             Eurocurrency Base Rate
            --------------------------------------------------------
                    1.00 - Eurocurrency Reserve Requirements

<Page>
                                                                              11


       "EUROCURRENCY RESERVE REQUIREMENTS": for any day as applied to a
Eurocurrency Loan, the aggregate (without duplication) of the maximum rates
(expressed as a decimal fraction) of reserve requirements in effect on such day
(including basic, supplemental, marginal and emergency reserves) under any
regulations of the Board or other Governmental Authority having jurisdiction
with respect thereto dealing with reserve requirements prescribed for
eurocurrency funding (currently referred to as "Eurocurrency liabilities" in
Regulation D of the Board) maintained by a member bank of the Federal Reserve
System.

       "EUROCURRENCY TRANCHE": with respect to any Facility, the collective
reference to Eurocurrency Loans in the same currency under such Facility the
then current Interest Periods with respect to all of which begin on the same
date and end on the same later date (whether or not such Loans shall originally
have been made on the same day).

       "EVENT OF DEFAULT": any of the events specified in Section 9, PROVIDED
that any requirement for the giving of notice, the lapse of time, or both, has
been satisfied.

       "EXCESS CASH FLOW": for any fiscal year of the Borrower, the excess, if
any, of (a) the sum, without duplication, of (i) Consolidated Net Income for
such fiscal year, (ii) the amount of all non-cash charges (including
depreciation and amortization) deducted in arriving at such Consolidated Net
Income, (iii) decreases in Consolidated Working Capital for such fiscal year,
(iv) the aggregate net amount of non-cash loss on the Disposition of Property by
the Borrower and its Subsidiaries during such fiscal year (other than sales of
inventory in the ordinary course of business), to the extent deducted in
arriving at such Consolidated Net Income, (v) the aggregate amount of increases
in consolidated long-term liabilities, other than increases in non-cash
liabilities for which the offsetting debit is reflected in the other
comprehensive income component of consolidated stockholders' equity in
accordance with GAAP and (vi) the aggregate amount of decreases in consolidated
long-term assets, other than (A) decreases attributable to amortization of
capitalized costs to purchase or develop computer software and systems and (B)
decreases attributable to cash consideration received for any Dispositions of
Property by the Borrower and its Subsidiaries during such period OVER (b) the
sum, without duplication, of (i) the amount of all non-cash credits included in
arriving at such Consolidated Net Income, (ii) the aggregate amount of Capital
Expenditures incurred by the Borrower and its Subsidiaries during such fiscal
year (excluding the principal amount of Indebtedness incurred to finance such
expenditures (but including repayments of any such Indebtedness incurred during
such period or any prior period) and any such expenditures financed with the
proceeds of any Reinvestment Deferred Amount), (iii) the aggregate amount of all
prepayments of Revolving Loans, Foreign Currency Loans and Swingline Loans
during such fiscal year to the extent accompanying permanent optional reductions
of the Revolving Commitments and all optional prepayments of the Existing Term
Loans and the Tranche C Term Loans during such fiscal year, (iv) the aggregate
amount of all regularly scheduled principal payments of Funded Debt (including
the Existing Term Loans and the Tranche C Term Loans) of the Borrower and its
Subsidiaries made during such fiscal year (other than in respect of any
revolving credit facility to the extent there is not an equivalent permanent
reduction in commitments thereunder), (v) increases in Consolidated Working
Capital for such fiscal year, (vi) the aggregate net amount of non-cash gain on
the Disposition of Property by the Borrower and its Subsidiaries during such
fiscal year (other than sales of inventory in the ordinary course of business),
to the extent included in

<Page>
                                                                              12


arriving at such Consolidated Net Income, (vii) the aggregate amount of cash
consideration paid for any acquisitions during such period pursuant to Section
8.8(k), (viii) Restricted Payments paid in cash during such period to the extent
permitted by Section 8.6(d), (ix) the aggregate amount of decreases in
consolidated long-term liabilities, other than decreases in non-cash liabilities
for which the offsetting debit is reflected in the other comprehensive income
component of consolidated stockholders' equity in accordance with GAAP, and (x)
the aggregate amount of increases in consolidated long-term assets, other than
(A) increases attributable to cash consideration paid for any acquisitions
during such period pursuant to Section 8.8(k) and (B) the costs to purchase or
develop computer software or systems to the extent such expenditures are
capitalized in conformity with GAAP.

       "EXCESS CASH FLOW APPLICATION DATE": as defined in Section 4.2(d).

       "EXCHANGE ACT": as defined in Section 9(k).

       "EXCHANGE RATE": on any day, with respect to any currency, the rate at
which such currency may be exchanged into any other currency, as set forth at
approximately 11:00 A.M., New York City time, on such date on the Reuters World
Currency Page for such currency. In the event that such rate does not appear on
any Reuters World Currency Page, the Exchange Rate shall be determined by
reference to such other publicly available service for displaying exchange rates
as may be agreed upon by the Administrative Agent and the Borrower, or, in the
absence of such agreement, such Exchange Rate shall instead be the arithmetic
average of the spot rates of exchange of the Administrative Agent in the market
where its foreign currency exchange operations in respect of such currency are
then being conducted, at or about 10:00 A.M., local time, on such date for the
purchase of Dollars with the relevant currency for delivery two Business Days
later; PROVIDED that if at the time of any such determination, for any reason,
no such spot rate is being quoted, the Administrative Agent, after consultation
with the Borrower, may use any reasonable method it deems appropriate to
determine such rate, and such determination shall be presumed correct absent
manifest error.

       "EXCLUDED INDEBTEDNESS": all Indebtedness permitted by clauses (a), (b),
(c), (d), (e), (f), (g), (h), (i), (j) and (k) of Section 8.2.

       "EXISTING CREDIT AGREEMENT": as defined in the recitals to this
Agreement.

       "EXISTING MORTGAGES": the mortgages and deeds of trust made by any Loan
Party in connection with the Existing Credit Agreement with respect to the
Mortgaged Property listed on Schedule 1.1(a).

       "EXISTING TERM LOANS": as defined in Section 2.1(b).

       "EXISTING TITLE POLICIES": the collective reference to each of those
certain existing policies of title insurance issued to the Administrative Agent
pursuant to the Existing Credit Agreement in respect of the Mortgaged Properties
as of the Original Closing Date.

<Page>
                                                                              13


       "EXPENDITURE USE AMOUNTS": at any date, the amount equal to the sum of
(a) all amounts utilized by the Borrower and its Subsidiaries on and after the
Original Closing Date to make Capital Expenditures pursuant to Section 8.7(b) in
excess of $30,000,000 for any New Contract, (b) all amounts utilized by the
Borrower and its Subsidiaries on and after the Effective Date to make Capital
Expenditures pursuant to Section 8.7(c) in excess of $10,000,000 for any New
Pari-Mutuel Contract or New Co-Operative Services Contract, (c) all amounts
utilized by the Borrower and its Subsidiaries on and after the Original Closing
Date to make Restricted Payments pursuant to Section 8.7(d) and (d) all amounts
utilized by the Borrower on and after the Original Closing Date to pay
principal, premium and fees relating to the repurchase or redemption of the
Senior Subordinated Notes pursuant to Section 8.9(a).

       "FACILITY": each of (a) the Tranche C Term Commitments and the Tranche C
Term Loans made thereunder (the "TRANCHE C TERM FACILITY") and (b) the Revolving
Commitments and the extensions of credit made thereunder (the "REVOLVING
FACILITY").

       "FEDERAL FUNDS EFFECTIVE RATE": for any day, the weighted average of the
rates on overnight federal funds transactions with members of the Federal
Reserve System arranged by federal funds brokers, as published on the next
succeeding Business Day by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day that is a Business Day, the average of the
quotations for the day of such transactions received by the Reference Lender
from three federal funds brokers of recognized standing selected by it.

       "FEE PAYMENT DATE": the last day of each March, June, September and
December and the last day of the Revolving Commitment Period (or on such earlier
date as the Revolving Commitments shall terminate as provided herein).

       "FOREIGN CURRENCY": (a) with respect to any Loan or Letter of Credit,
each of British Pounds Sterling, Euro and any other currency approved by the
relevant Foreign Currency Lenders or the relevant Issuing Bank, as applicable,
and the Administrative Agent, PROVIDED that, the Eurocurrency Base Rate
applicable to Foreign Currency Loans in any other currency approved after the
Original Closing Date may be amended as agreed by the relevant Foreign Currency
Lenders, the Administrative Agent and the Borrower and (b) solely with respect
to any Letter of Credit issued by The Bank of New York, each of British Pounds
Sterling, Euro and Canadian Dollar, and, to the extent available, Chilean Peso,
Swiss Franc, New Israeli Shekel, Turkish Lira and Indian Rupee.

       "FOREIGN CURRENCY COMMITMENT": as to any Lender, the obligation of such
Lender, if any, to make Foreign Currency Loans in an aggregate principal amount
not to exceed the amount set forth under the heading "Foreign Currency
Commitment" under such Lender's name on such Lender's Addendum or in the
Assignment or Assumption pursuant to which such Lender became a party to this
Agreement, as the same may be changed from time to time pursuant to the terms
hereof. The original amount of the Foreign Currency Commitment is $15,000,000.

       "FOREIGN CURRENCY EQUIVALENT": at any time as to any amount denominated
in Dollars, the equivalent amount in the relevant Foreign Currency or Currencies
as determined by the

<Page>
                                                                              14


Administrative Agent at such time on the basis of the Exchange Rate for the
purchase of such Foreign Currency or Currencies with Dollars on the date of
determination thereof.

       "FOREIGN CURRENCY LENDER": each Lender that has a Foreign Currency
Commitment or that holds a Foreign Currency Loan.

       "FOREIGN CURRENCY LOANS": as defined in Section 3.15.

       "FOREIGN CURRENCY PARTICIPANTS": with respect to each Foreign Currency
Loan, the collective reference to all the Revolving Lenders.

       "FOREIGN CURRENCY SUBLIMIT": $15,000,000.

       "FOREIGN HOLDCO": as defined in Section 8.8(j).

       "FOREIGN HOLDCO SUBSIDIARY": as defined in Section 8.8(j).

       "FOREIGN SUBSIDIARY": any Subsidiary of the Borrower that is not a
Domestic Subsidiary.

       "FUNDED DEBT": as to any Person, all Indebtedness of such Person that
matures more than one year from the date of its creation or matures within one
year from such date but is renewable or extendible, at the option of such
Person, to a date more than one year from such date or arises under a revolving
credit or similar agreement that obligates the lender or lenders to extend
credit during a period of more than one year from such date, including all
current maturities and current sinking fund payments in respect of such
Indebtedness whether or not required to be paid within one year from the date of
its creation and, in the case of the Borrower, Indebtedness in respect of the
Loans.

       "FUNDING OFFICE": the office of the Administrative Agent specified in
Section 11.2 or such other office as may be specified from time to time by the
Administrative Agent as its funding office by written notice to the Borrower and
the Lenders.

       "GAAP": generally accepted accounting principles in the United States as
in effect from time to time. In the event that any Accounting Change (as defined
below) shall occur and such change results in a change in the method of
calculation of financial covenants, standards or terms in this Agreement, then
the Borrower, the Administrative Agent and the Syndication Agent agree to enter
into negotiations in order to amend such provisions of this Agreement so as to
equitably reflect such Accounting Changes with the desired result that the
criteria for evaluating the Borrower's financial condition shall be the same
after such Accounting Changes as if such Accounting Changes had not been made.
Until such time as such an amendment shall have been executed and delivered by
the Borrower, Administrative Agent, the Syndication Agent and the Required
Lenders, all financial covenants, standards and terms in this Agreement shall
continue to be calculated or construed as if such Accounting Changes had not
occurred. "ACCOUNTING CHANGES" refers to changes in accounting principles
required by the promulgation of any rule, regulation, pronouncement or opinion
by the Financial Accounting

<Page>
                                                                              15


Standards Board of the American Institute of Certified Public Accountants or, if
applicable, the SEC.

       "GAMING APPROVAL": any and all approvals, authorizations, consents,
rulings, orders or directives of any Governmental Authority (i) necessary, as of
the Original Closing Date, to enable the Group Members to engage in the lottery,
gambling, horse racing or gaming business or otherwise continue to conduct its
business as it is conducted on the Original Closing Date, (ii) that regulates
gaming in any jurisdiction in which the Group Members conduct gaming activities
and has jurisdiction over such persons (including any successors to any of them)
or (iii) necessary, as of the Effective Date, to accomplish the Acquisition, the
Refinancing and other transactions contemplated hereby.

       "GAMING AUTHORITY": as to any Person, any governmental agency, authority,
board, bureau, commission, department, office or instrumentality with
regulatory, licensing or permitting authority or jurisdiction over any gaming
business or enterprise or any Gaming Facility, or with regulatory, licensing or
permitting authority or jurisdiction over any gaming operation (or proposed
gaming operation) owned, managed or operated by any Group Member.

       "GAMING FACILITY": as to any Person, any lottery operation, gaming
establishment and other property or assets directly ancillary thereto or used in
connection therewith, including, without limitation, any casinos, hotels,
resorts, race tracks, off-track wagering sites and other recreation and
entertainment facilities owned, managed or operated by any Group Member.

       "GAMING LAWS": as to any Person, (a) constitutions, treaties, statutes or
laws governing Gaming Facilities (including, without limitation, pari-mutuel
race tracks) and rules, regulations, codes and ordinances of, and all
administrative or judicial orders or decrees or other laws pursuant to which,
any Gaming Authority possesses regulatory, licensing or permit authority over
gambling, gaming or Gaming Facility activities conducted by any Group Member
within its jurisdiction, (b) Gaming Approvals, and (c) orders, decisions,
determinations, judgments, awards and decrees of any Gaming Authority.

       "GOVERNMENTAL AUTHORITY": any nation or government, any state or other
political subdivision thereof, any agency, authority, instrumentality,
regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative functions of or
pertaining to government, any securities exchange and any self-regulatory
organization (including the National Association of Insurance Commissioners).

       "GROUP MEMBERS": the collective reference to the Borrower and its
Subsidiaries.

       "GUARANTEE AND COLLATERAL AGREEMENT": the Amended and Restated Guarantee
and Collateral Agreement to be executed and delivered by the Borrower and each
Subsidiary Guarantor, substantially in the form of Exhibit A.

       "GUARANTEE OBLIGATION": as to any Person (the "GUARANTEEING PERSON"), any
obligation of (a) the guaranteeing person or (b) another Person (including any
bank under any letter of credit) to induce the creation of which the
guaranteeing person has issued a

<Page>
                                                                              16


reimbursement, counterindemnity or similar obligation, in either case
guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or
other obligations (the "PRIMARY OBLIGATIONS") of any other third Person (the
"PRIMARY OBLIGOR") in any manner, whether directly or indirectly, including any
obligation of the guaranteeing person, whether or not contingent, (i) to
purchase any such primary obligation or any property constituting direct or
indirect security therefor, (ii) to advance or supply funds (1) for the purchase
or payment of any such primary obligation or (2) to maintain working capital or
equity capital of the primary obligor or otherwise to maintain the net worth or
solvency of the primary obligor, (iii) to purchase property, securities or
services primarily for the purpose of assuring the owner of any such primary
obligation of the ability of the primary obligor to make payment of such primary
obligation or (iv) otherwise to assure or hold harmless the owner of any such
primary obligation against loss in respect thereof; PROVIDED, HOWEVER, that the
term Guarantee Obligation shall not include endorsements of instruments for
deposit or collection in the ordinary course of business. The amount of any
Guarantee Obligation of any guaranteeing person shall be deemed to be the lower
of (a) an amount equal to the stated or determinable amount of the primary
obligation in respect of which such Guarantee Obligation is made and (b) the
maximum amount for which such guaranteeing person may be liable pursuant to the
terms of the instrument embodying such Guarantee Obligation, unless such primary
obligation and the maximum amount for which such guaranteeing person may be
liable are not stated or determinable, in which case the amount of such
Guarantee Obligation shall be such guaranteeing person's maximum reasonably
anticipated liability in respect thereof as determined by the Borrower in good
faith.

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

       "INDEBTEDNESS": of any Person at any date, without duplication, (a) all
indebtedness of such Person for borrowed money, (b) all obligations of such
Person for the deferred purchase price of property or services (other than
current trade payables incurred in the ordinary course of such Person's
business), (c) all obligations of such Person evidenced by notes, bonds,
debentures or other similar instruments, (d) all indebtedness created or arising
under any conditional sale or other title retention agreement with respect to
property acquired by such Person (even though the rights and remedies of the
seller or lender under such agreement in the event of default are limited to
repossession or sale of such property), (e) all Capital Lease Obligations of
such Person, (f) all obligations of such Person, contingent or otherwise, as an
account party or applicant under or in respect of acceptances, letters of
credit, surety bonds or similar arrangements, (g) the liquidation value of all
mandatorily redeemable preferred Capital Stock of such Person (other than the
Convertible Preferred Stock), (h) all Guarantee Obligations of such Person in
respect of obligations of the kind referred to in clauses (a) through (g) above,
(i) all obligations of the kind referred to in clauses (a) through (h) above
secured by (or for which

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                                                                              17


the holder of such obligation has an existing right, contingent or otherwise, to
be secured by) any Lien on property (including accounts and contract rights)
owned by such Person, whether or not such Person has assumed or become liable
for the payment of such obligation, and (j) for the purposes of Section 8.2 and
Section 9(e) only, all obligations of such Person in respect of Hedge
Agreements. The Indebtedness of any Person shall include the Indebtedness of any
other entity (including any partnership in which such Person is a general
partner) to the extent such Person is liable therefor as a result of such
Person's ownership interest in or other relationship with such entity, except to
the extent the terms of such Indebtedness expressly provide that such Person is
not liable therefor.

       "INDEMNIFIED LIABILITIES": as defined in Section 11.5.

       "INDEMNITEE": as defined in Section 11.5.

       "INELIGIBLE ASSIGNEE": any Person that is (a) to the extent required
under applicable Gaming Laws, a Person who is not registered or licensed with,
approved, qualified or found suitable by, or has been disapproved, denied a
license, qualification or approval or found unsuitable (whichever may be
required under applicable Gaming Laws) or (b) a competitor of the Borrower or an
affiliate or related entity of any such competitor.

       "INSOLVENCY": with respect to any Multiemployer Plan, the condition that
such Plan is insolvent within the meaning of Section 4245 of ERISA.

       "INSOLVENT": pertaining to a condition of Insolvency.

       "INTELLECTUAL PROPERTY": the collective reference to all rights,
priorities and privileges relating to intellectual property, whether arising
under United States, multinational or foreign laws or otherwise, including
copyrights, copyright licenses, patents, patent licenses, trademarks, trademark
licenses, technology, know-how and processes, and all rights to sue at law or in
equity for any infringement or other impairment thereof, including the right to
receive all proceeds and damages therefrom.

       "INTEREST PAYMENT DATE": (a) as to any Base Rate Loan (other than a
Swingline Loan), the last day of each March, June, September and December to
occur while such Loan is outstanding and the final maturity date of such Loan,
(b) as to any Eurocurrency Loan having an Interest Period of three months or
less, the last day of such Interest Period, (c) as to any Eurocurrency Loan
having an Interest Period longer than three months, each day that is three
months, or a whole multiple thereof, after the first day of such Interest Period
and the last day of such Interest Period, (d) as to any Loan (other than any
Revolving Loan that is a Base Rate Loan and any Swingline Loan), the date of any
repayment or prepayment made in respect thereof and (e) as to any Swingline
Loan, the day that such Loan is required to be repaid.

       "INTEREST PERIOD": as to any Eurocurrency Loan, (a) initially, the period
commencing on the borrowing or conversion date, as the case may be, with respect
to such Eurocurrency Loan and ending one, two, three or six months thereafter,
as selected by the Borrower in its notice of borrowing or notice of conversion,
as the case may be, given with

<Page>
                                                                              18


respect thereto; and (b) thereafter, each period commencing on the last day of
the next preceding Interest Period applicable to such Eurocurrency Loan and
ending one, two, three or six months thereafter, as selected by the Borrower by
irrevocable notice to the Administrative Agent not later than 11:00 A.M., New
York City time, three Business Days prior to the last day of the then current
Interest Period with respect thereto; PROVIDED that, all of the foregoing
provisions relating to Interest Periods are subject to the following:

              (i) if any Interest Period would otherwise end on a day that is
       not a Business Day, such Interest Period shall be extended to the next
       succeeding Business Day unless the result of such extension would be to
       carry such Interest Period into another calendar month in which event
       such Interest Period shall end on the immediately preceding Business Day;

              (ii) the Borrower may not select an Interest Period under a
       particular Facility that would extend beyond the Revolving Termination
       Date (in the case of the Revolving Facility) or beyond the date final
       payment is due on the Tranche C Term Loans, as the case may be;

              (iii) 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 a calendar month; and

              (iv) the Borrower shall select Interest Periods so as not to
       require any foreseeable payment or prepayment of any Eurocurrency Loan
       during an Interest Period for such Loan.

       "INVESTMENTS": as defined in Section 8.8.

       "ISSUING LENDER": any Revolving Lender from time to time designated by
the Borrower as an Issuing Lender with the consent of such Revolving Lender and
the Administrative Agent.

       "JUDGMENT CURRENCY": as defined in Section 11.18(b).

       "L/C COMMITMENT": $75,000,000.

       "L/C FEE PAYMENT DATE": the last day of each March, June, September and
December and the last day of the Revolving Commitment Period.

       "L/C OBLIGATIONS": at any time, an amount equal to the sum of (a) the
aggregate then undrawn and unexpired amount of the then outstanding Letters of
Credit (including the Dollar Equivalent of Letters of Credit issued in Foreign
Currencies) and (b) the aggregate amount of drawings under Letters of Credit
(including the Dollar Equivalent of Letters of Credit issued in Foreign
Currencies to the extent such amounts have not been converted to Dollars in
accordance with the terms hereof) that have not then been reimbursed pursuant to
Section 3.11.

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                                                                              19


       "L/C PARTICIPANTS": the collective reference to all the Revolving Lenders
other than the Issuing Lender that issued the relevant Letter of Credit.

       "LEAD ARRANGER": as defined in the recitals to this Agreement.

       "LENDER AFFILIATE": (a) any Affiliate of any Lender, (b) any Person that
is administered or managed by any Lender and that is engaged in making,
purchasing, holding or otherwise investing in commercial loans and similar
extensions of credit in the ordinary course of its business and (c) with respect
to any Lender which is a fund that invests in commercial loans and similar
extensions of credit, any other fund that invests in commercial loans and
similar extensions of credit and is managed or advised by the same investment
advisor as such Lender or by an Affiliate of such Lender or investment advisor.

       "LENDERS": as defined in the preamble to this Agreement; PROVIDED, that
unless the context otherwise requires, each reference herein to the Lenders
shall be deemed to include any Conduit Lender; PROVIDED, FURTHER, that, for
purposes of Sections 4.9, 4.10 and 4.11, all Foreign Currency Lenders shall be
deemed to be "LENDERS."

       "LETTERS OF CREDIT": as defined in Section 3.7(a).

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

       "LOAN": any loan made by any Lender pursuant to this Agreement.

       "LOAN DOCUMENTS": this Agreement, the Security Documents and the Notes.

       "LOAN PARTIES": each Group Member that is a party to a Loan Document.

       "LOTTOMATICA": Lottomatica S.p.A.

       "MAJORITY FACILITY LENDERS": with respect to any Facility, the holders of
more than 50% of the aggregate unpaid principal amount of the Tranche C Term
Loans or the Total Revolving Extensions of Credit, as the case may be,
outstanding under such Facility (or, in the case of the Revolving Facility,
prior to any termination of the Revolving Commitments, the holders of more than
50% of the Total Revolving Commitments).

       "MATERIAL ADVERSE EFFECT": a material adverse effect on (a) the business,
assets, property, condition (financial or otherwise), results of operations or
prospects of the Borrower and its Subsidiaries, taken as a whole or (b) the
validity or enforceability of this Agreement or any of the other Loan Documents
or the rights or remedies of the Agents or the Lenders hereunder or thereunder.

<Page>
                                                                              20


       "MATERIAL CONTRACT": each contract of the Group Members described on
Schedule 5.23.

       "MATERIALS OF ENVIRONMENTAL CONCERN": any gasoline or petroleum
(including crude oil or any fraction thereof) or petroleum products, asbestos,
polychlorinated biphenyls, urea-formaldehyde insulation, any hazardous or toxic
substances, materials or wastes, defined as such or regulated in or under any
applicable Environmental Laws, and any other substances that could reasonably be
expected to result in liability under any applicable Environmental Laws.

       "MAXIMUM RATE": as defined in Section 11.19.

       "MORTGAGE AMENDMENTS": each of the mortgage amendments executed by the
Loan Parties pursuant to Section 6.1, substantially in the form of Exhibit D-2.

       "MORTGAGED PROPERTIES": the real properties listed on Schedule 1.1(a), as
to which the Administrative Agent for the benefit of the Lenders shall be
granted a Lien pursuant to the Mortgages.

       "MORTGAGES": each of the mortgages and deeds of trust, including the
Mortgage Amendments, as applicable, made by any Loan Party in favor of, or for
the benefit of, the Administrative Agent for the benefit of the Lenders,
substantially in the form of Exhibit D-1 (with such changes thereto as shall be
advisable under the law of the jurisdiction in which such mortgage or deed of
trust is to be recorded).

       "MULTIEMPLOYER PLAN": a Plan that is a multiemployer plan as defined in
Section 4001(a)(3) of ERISA.

       "NET CASH PROCEEDS": (a) in connection with any Asset Sale or any
Recovery Event, the proceeds thereof in the form of cash and Cash Equivalents
(including any such proceeds received by way of deferred payment of principal
pursuant to a note or installment receivable or purchase price adjustment
receivable or by the Disposition of any non-cash consideration received in
connection therewith or otherwise, but only as and when received) of such Asset
Sale or Recovery Event, net of attorneys' fees, accountants' fees, investment
banking fees, brokers' fees, amounts required to be applied to the repayment of
Indebtedness secured by a Lien expressly permitted hereunder on any asset that
is the subject of such Asset Sale or Recovery Event (other than any Lien
pursuant to a Security Document) and other customary fees and expenses actually
incurred in connection therewith and net of taxes paid or reasonably estimated
to be payable as a result thereof (after taking into account any available tax
credits or deductions and any tax sharing arrangements) and (b) in connection
with any issuance or sale of Capital Stock or any incurrence of Indebtedness,
the cash proceeds received from such issuance or incurrence, net of attorneys'
fees, investment banking fees, accountants' fees, underwriting discounts and
commissions and other customary fees and expenses actually incurred in
connection therewith.

       "NEW CONTRACT": (a) any new contract relating to the establishment and
operation of an on-line lottery system with a customer for whom neither the
Borrower nor any of its

<Page>
                                                                              21


Subsidiaries operated an on-line lottery system on or prior to the date such
contract is entered into or any new contract relating to an on-line lottery
system with an existing customer of the Borrower or any of its Subsidiaries that
was entered into in accordance with normal jurisdictional laws regarding
"request for proposal" procedures; PROVIDED that, such contract shall cease to
be a New Contract on the date on which the Borrower or such Subsidiary commences
"commercial operations" under such contract and (b) any new contract between the
Borrower and the Georgia Lottery Corporation concerning the instant ticket
lottery in the State of Georgia as approved by the Georgia Lottery Corporation
in the GLC Resolution No. 03-11: (LEG 03) dated November 15, 2002; PROVIDED that
such contract shall be deemed a "New Contract" solely for purposes of Section
8.7(b) only for the fiscal year 2003.

       "NEW CO-OPERATIVE SERVICES CONTRACT": any new contract relating to the
establishment and operation of a co-operative service instant ticket lottery
with a customer for whom neither the Borrower nor any of its Subsidiaries
operated a co-operative service instant ticket lottery on or prior to the date
such contract is entered into or any new contract relating to a co-operative
service instant ticket lottery with an existing customer of the Borrower or any
of its Subsidiaries that was entered into in accordance with normal
jurisdictional laws regarding "request for proposal" procedures, PROVIDED that,
such contract shall cease to be a New Co-Operative Services Contract on the date
on which the Borrower or such Subsidiary commences "commercial operations" under
such contract.

       "NEW PARI-MUTUEL CONTRACT": a new contract relating to the establishment
and operation of a pari-mutuel wagering system at a horse track, dog track or
off-track betting facility where neither the Borrower nor any of its
Subsidiaries previously operated a pari-mutuel wagering system, PROVIDED that,
such contract shall cease to be a New Pari-Mutuel Contract on the date on which
the Borrower or such Subsidiary commences "commercial operations" under such
contract.

       "NON-EXCLUDED TAXES": as defined in Section 4.10(a).

       "NON-GUARANTOR SUBSIDIARY": any Subsidiary that is not a Subsidiary
Guarantor.

       "NON-U.S. LENDER": as defined in Section 4.10(d).

       "NOTES": the collective reference to any promissory note evidencing
Loans.

       "OBLIGATIONS": the unpaid principal of and interest on (including
interest accruing after the maturity of the Loans and Reimbursement Obligations
and interest accruing after the filing of any petition in bankruptcy, or the
commencement of any insolvency, reorganization or like proceeding, relating to
the Borrower, whether or not a claim for post-filing or post-petition interest
is allowed in such proceeding) the Loans and all other obligations and
liabilities of the Borrower to any Agent or to any Lender (or, in the case of
Specified Hedge Agreements, any affiliate of any Lender or any counterparty to a
Specified Hedge Agreement set forth on Schedule 1.1(b)), whether direct or
indirect, absolute or contingent, due or to become due, or now existing or
hereafter incurred, which may arise under, out of, or in connection with, this
Agreement, any other Loan Document, the Letters of Credit, any Specified Hedge
Agreement or

<Page>
                                                                              22


any other document made, delivered or given in connection herewith or therewith,
whether on account of principal, interest, reimbursement obligations, fees,
indemnities, costs, expenses (including all fees, charges and disbursements of
counsel to any Agent or to any Lender that are required to be paid by the
Borrower pursuant to this Agreement) or otherwise; provided, that (i)
obligations of the Borrower or any Subsidiary under any Specified Hedge
Agreement shall be secured and guaranteed pursuant to the Security Documents
only to the extent that, and for so long as, the other Obligations are so
secured and guaranteed and (ii) any release of Collateral or Subsidiary
Guarantors effected in the manner permitted by this Agreement shall not require
the consent of holders of obligations under Specified Hedge Agreements.

       "OLIVETTI": Olivetti S.p.A.

       "ORIGINAL CLOSING DATE": December 19, 2002.

       "ORIGINAL REFINANCING": the refinancing of the Amended and Restated
Credit Agreement, dated as of October 6, 2000 (as amended, supplemented or
otherwise modified through the date hereof), among the Borrower, the financial
institutions from time to time parties thereto, DLJ Capital Funding, Inc., as
administrative agent, syndication agent, lead arranger and sole bookrunning
manager, Lehman Commercial Paper Inc., as documentation agent, and Lehman
Brothers Inc., as co-arranger, with the proceeds of the Existing Credit
Agreement.

       "OTHER TAXES": any and all present or future stamp or documentary taxes
or any other excise or property taxes, charges or similar levies arising from
any payment made hereunder or from the execution, delivery or enforcement of, or
otherwise with respect to, this Agreement or any other Loan Document.

       "PARTICIPANT": as defined in Section 11.6(c).

       "PBGC": the Pension Benefit Guaranty Corporation established pursuant to
Subtitle A of Title IV of ERISA (or any successor).

       "PERMITTED ACQUISITION": as to any Person, (a) the acquisition by such
Person of the Capital Stock another Person which is primarily engaged in the
same or related line of business of the Borrower and its Subsidiaries (or any
other Person that is engaged in a business that is a reasonable extension of the
business of the Borrower and its Subsidiaries and that utilizes the same or
similar technology as that used by the Borrower and its Subsidiaries immediately
prior to such acquisition) so long as following such acquisition such other
Person becomes a Subsidiary of such Person or (b) the acquisition by such Person
of all or substantially all of the assets of another Person or all or
substantially all of the assets constituting a division or business unit of
another Person.

       "PERMITTED EXPENDITURE AMOUNT": at any date, the amount equal to the sum
of (a) 50% of the amount of Consolidated Net Income for each quarterly period
ended after the Original Closing Date for which financial statements have been
delivered pursuant to Section 7.1 to the extent the Consolidated Net Income for
such period is positive, (b) 50% of the Net Cash Proceeds received by the
Borrower from the sale of Capital Stock of the Borrower (other than to

<Page>
                                                                              23


a Group Member) during the period beginning on the Original Closing Date and
ending on such date which is not required to be applied to prepay the Loans
pursuant to Section 4.2(a) and (c) $5,000,000 MINUS the sum of (x) 100% of the
amount of Consolidated Net Income for each quarterly period ended after the
Original Closing Date for which financial statements have been delivered
pursuant to Section 7.1 to the extent the Consolidated Net Income for such
period is negative and (y) the aggregate amount of Expenditure Use Amounts as of
such date.

       "PERMITTED INVESTORS": Olivetti, Lottomatica or any Affiliate thereof or
group in which Olivetti, Lottomatica or an Affiliate thereof is the largest
beneficial owner of shares of the voting Capital Stock of such group, in each
case, so long as such person owns shares of the Convertible Preferred Stock
acquired in connection with the Preferred Stock Purchase Agreement.

       "PERSON": an individual, partnership, corporation, limited liability
company, business trust, joint stock company, trust, unincorporated association,
joint venture, Governmental Authority or other entity of whatever nature.

       "PLAN": at a particular time, any employee benefit plan that is covered
by ERISA and in respect of which the Borrower or a Commonly Controlled Entity is
(or, if such plan were terminated at such time, would under Section 4069 of
ERISA be deemed to be) an "employer" as defined in Section 3(5) of ERISA.

       "PREFERRED STOCK PURCHASE AGREEMENT": the Preferred Stock Purchase
Agreement, dated as of September 6, 2000, among the Borrower, Cirmatica Gaming,
S.A., The Oak Fund, Peconic Fund Ltd., Ramius Securities, LLC and Olivetti
International S.A., as purchasers, providing for the aggregate purchase and sale
of shares of the Convertible Preferred Stock in an amount not to exceed
$112,750,000.

       "PRICING GRID": the pricing grid attached to this Agreement as Annex A.

       "PROJECTIONS": as defined in Section 7.2(c).

       "PROPERTY": any right or interest in or to property of any kind
whatsoever, whether real, personal or mixed and whether tangible or intangible,
including, without limitation, Capital Stock.

       "RECOVERY EVENT": any settlement of or payment in respect of any property
or casualty insurance claim or any condemnation proceeding relating to any asset
of any Group Member.

       "REFERENCE LENDER": The Bank of New York.

       "REFINANCING": as defined in the recitals to this Agreement.

       "REFUNDED SWINGLINE LOANS": as defined in Section 3.4.

       "REFUNDING DATE": as defined in Section 3.4.

<Page>
                                                                              24


       "REGISTER": as defined in Section 11.6(b).

       "REGULATION U": Regulation U of the Board as in effect from time to time.

       "REIMBURSEMENT OBLIGATION": the obligation of the Borrower to reimburse
each Issuing Lender pursuant to Section 3.11 for amounts drawn under Letters of
Credit issued by such Issuing Lender.

       "REINVESTMENT DEFERRED AMOUNT": with respect to any Reinvestment Event,
the aggregate Net Cash Proceeds received by any Group Member in connection
therewith that are not applied to prepay the Existing Term Loans under Section
5.2(c) of the Existing Credit Agreement or the Tranche C Term Loans pursuant to
Section 4.2(c) as a result of the delivery of a Reinvestment Notice.

       "REINVESTMENT EVENT": any Asset Sale or Recovery Event in respect of
which the Borrower has delivered a Reinvestment Notice.

       "REINVESTMENT NOTICE": a written notice executed by a Responsible Officer
stating that no Event of Default has occurred and is continuing and that the
Borrower (directly or indirectly through a Subsidiary) intends and expects to
use all or a specified portion of the Net Cash Proceeds of an Asset Sale or
Recovery Event to make a Permitted Acquisition or to acquire or repair fixed or
capital assets or develop software useful in its business, PROVIDED that the
cost of any such software development is capitalized on the Borrower's balance
sheet in accordance with GAAP.

       "REINVESTMENT PREPAYMENT AMOUNT": with respect to any Reinvestment Event,
the Reinvestment Deferred Amount relating thereto less any amount expended prior
to the relevant Reinvestment Prepayment Date to make a Permitted Acquisition or
to acquire or repair fixed or capital assets or develop software useful in its
business, PROVIDED that the cost of any such software development is capitalized
on the Borrower's balance sheet in accordance with GAAP.

       "REINVESTMENT PREPAYMENT DATE": with respect to any Reinvestment Event,
the earlier of (a) the date occurring twelve months after such Reinvestment
Event and (b) the date on which the Borrower shall have determined not to, or
shall have otherwise ceased to, acquire or repair fixed or capital assets or
develop software useful in its business or make a Permitted Acquisition with all
or any portion of the relevant Reinvestment Deferred Amount.

       "REORGANIZATION": with respect to any Multiemployer Plan, the condition
that such plan is in reorganization within the meaning of Section 4241 of ERISA.

       "REPORTABLE EVENT": any of the events set forth in Section 4043(c) of
ERISA, other than those events as to which the 30 day notice period is waived
under subsections .27, .28, .29, .30, .31, .32, .34 or .35 of PBGC Reg.ss. 4043.

       "REQUIRED LENDERS": at any time, (a) the holders of more than 50% of the
aggregate unpaid principal amount of the Tranche C Term Loans then outstanding
and (b) the

<Page>
                                                                              25


holders of more than 50% of the Total Revolving Commitments then in effect or,
if the Revolving Commitments have been terminated, the Total Revolving
Extensions of Credit then outstanding.

       "REQUIREMENT OF LAW": as to any Person, the Certificate of Incorporation
and By-Laws or other organizational or governing documents of such Person, and
any law, treaty, rule or regulation or determination of an arbitrator or a court
or other Governmental Authority, in each case applicable to or binding upon such
Person or any of its property or to which such Person or any of its property is
subject.

       "RESET DATE": as defined in Section 4.16(a).

       "RESPONSIBLE OFFICER": the chief executive officer, president, general
counsel, chief financial officer or the treasurer of the Borrower, but in any
event, with respect to financial matters, the chief financial officer or the
treasurer of the Borrower.

       "RESTRICTED PAYMENTS": as defined in Section 8.6.

       "REVOLVING COMMITMENT": as to any Lender, the obligation of such Lender,
if any, to make Revolving Loans and participate in Swingline Loans, Letters of
Credit and Foreign Currency Loans in an aggregate principal and/or face amount
not to exceed the amount set forth under the heading "Revolving Commitment"
under such Lender's name on such Lender's Addendum or in the Assignment and
Assumption pursuant to which such Lender became a party to this Agreement, as
the same may be changed from time to time pursuant to the terms hereof. The
original amount of the Total Revolving Commitments is $75,000,000.

       "REVOLVING COMMITMENT PERIOD": the period from and including the
Effective Date to the Revolving Termination Date.

       "REVOLVING EXTENSIONS OF CREDIT": as to any Revolving Lender at any time,
an amount equal to the sum of (a) the aggregate principal amount of all
Revolving Loans held by such Lender then outstanding, (b) such Lender's
Revolving Percentage of the L/C Obligations then outstanding, (c) such Lender's
Revolving Percentage of the aggregate principal amount of Swingline Loans then
outstanding and (d) such Lender's Revolving Percentage of the Dollar Equivalent
of the aggregate principal amount of Foreign Currency Loans then outstanding.

       "REVOLVING LENDER": each Lender that has a Revolving Commitment or that
holds Revolving Loans.

       "REVOLVING LOANS": as defined in Section 3.1(a).

       "REVOLVING PERCENTAGE": as to any Revolving Lender at any time, the
percentage which such Lender's Revolving Commitment then constitutes of the
Total Revolving Commitments (or, at any time after the Revolving Commitments
shall have expired or terminated, the percentage which the aggregate principal
amount of such Lender's Revolving Loans then outstanding constitutes of the
aggregate principal amount of the Revolving Loans then outstanding).

<Page>
                                                                              26


       "REVOLVING TERMINATION DATE": September 30, 2006.

       "SEC": the Securities and Exchange Commission, any successor thereto and
any analogous Governmental Authority.

       "SECURED SURETY BOND:" as defined in Section 8.3(l).

       "SECURITY DOCUMENTS": the collective reference to the Guarantee and
Collateral Agreement, the Mortgages and all other security documents hereafter
delivered to the Administrative Agent granting a Lien on any property of any
Person to secure the obligations and liabilities of any Loan Party under any
Loan Document.

       "SENIOR SUBORDINATED NOTE INDENTURE": the Indenture dated as of August
14, 2000 entered into by the Borrower and certain of its Subsidiaries in
connection with the issuance of the Senior Subordinated Notes as amended by the
First Supplemental Indenture, dated as of September 6, 2000, together with all
instruments and other agreements entered into by the Borrower or such
Subsidiaries in connection therewith.

       "SENIOR SUBORDINATED NOTES": the unsecured Senior Subordinated Notes due
2010 of the Borrower issued on August 14, 2000 pursuant to the Senior
Subordinated Note Indenture.

       "SINGLE EMPLOYER PLAN": any Plan that is covered by Title IV of ERISA,
but that is not a Multiemployer Plan.

       "SOLVENT": when used with respect to any Person, means that, as of any
date of determination, (a) the amount of the "present fair saleable value" of
the assets of such Person will, as of such date, exceed the amount of all
"liabilities of such Person, contingent or otherwise", as of such date, as such
quoted terms are determined in accordance with applicable federal and state laws
governing determinations of the insolvency of debtors, (b) the present fair
saleable value of the assets of such Person will, as of such date, be greater
than the amount that will be required to pay the liability of such Person on its
debts as such debts become absolute and matured, (c) such Person will not have,
as of such date, an unreasonably small amount of capital with which to conduct
its business, and (d) such Person will be able to pay its debts as they mature.
For purposes of this definition, (i) "debt" means liability on a "claim", and
(ii) "claim" means any (x) right to payment, whether or not such a right is
reduced to judgment, liquidated, unliquidated, fixed, contingent, matured,
unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y)
right to an equitable remedy for breach of performance if such breach gives rise
to a right to payment, whether or not such right to an equitable remedy is
reduced to judgment, fixed, contingent, matured or unmatured, disputed,
undisputed, secured or unsecured.

       "SPECIFIED CHANGE OF CONTROL": a "CHANGE OF CONTROL" (or any other
defined term having a similar purpose) as defined in the Senior Subordinated
Note Indenture.

       "SPECIFIED HEDGE AGREEMENT": any Hedge Agreement (a) entered into by (i)
the Borrower or any of its Subsidiaries and (ii) any Agent or Lender or any
affiliate thereof, as

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                                                                              27


counterparty and (b) that has been designated by such Agent or Lender, as the
case may be, and the Borrower, by notice to the Administrative Agent, as a
Specified Hedge Agreement, and any other Hedge Agreements listed on Schedule
1.1(b) without giving effect to any extension of the termination or maturity
date thereof. The designation of any Hedge Agreement as a Specified Hedge
Agreement shall not create in favor of the Agent, Lender or affiliate thereof
that is a party thereto any rights in connection with the management or release
of any Collateral or of the obligations of any Subsidiary Guarantor under the
Guarantee and Collateral Agreement.

       "SUBJECT PROPERTIES": as defined in Section 5.17(a).

       "SUBSIDIARY": as to any Person, a corporation, partnership, limited
liability company or other entity of which shares of stock or other ownership
interests having ordinary voting power (other than stock or such other ownership
interests having such power only by reason of the happening of a contingency) to
elect a majority of the board of directors or other managers of such
corporation, partnership or other entity are at the time owned, or the
management of which is otherwise controlled, directly or indirectly through one
or more intermediaries, or both, by such Person. Unless otherwise qualified, all
references to a "Subsidiary" or to "Subsidiaries" in this Agreement shall refer
to a direct or indirect Subsidiary or Subsidiaries of the Borrower.

       "SUBSIDIARY GUARANTOR": a Subsidiary that (i) is a Domestic Subsidiary
that is a Wholly Owned Subsidiary, (ii) provides a guarantee of any Indebtedness
of the Borrower (other than the Loans) or (iii) becomes a party to the Loan
Documents pursuant to Section 7.9(c).

       "SWINGLINE COMMITMENT": the obligation of the Swingline Lender to make
Swingline Loans pursuant to Section 3.3 in an aggregate principal amount at any
one time outstanding not to exceed $10,000,000.

       "SWINGLINE LENDER": The Bank of New York, in its capacity as the lender
of Swingline Loans.

       "SWINGLINE LOANS": as defined in Section 3.3.

       "SWINGLINE PARTICIPATION AMOUNT": as defined in Section 3.4.

       "SYNDICATION AGENT": as defined in the preamble to this Agreement.

       "TARGET": as defined in the preamble to this Agreement.

       "TITLE POLICY": with respect to each Mortgaged Property, a mortgagee's
title insurance policy (or policies) or marked up unconditional binder for such
insurance.

       "TOTAL REVOLVING COMMITMENTS": at any time, the aggregate amount of the
Revolving Commitments of all the Lenders.

       "TOTAL REVOLVING EXTENSIONS OF CREDIT": at any time, the aggregate amount
of the Revolving Extensions of Credit of the Revolving Lenders outstanding at
such time.

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                                                                              28


       "TRANCHE C TERM COMMITMENT": as to any Lender, the obligation of such
Lender, if any, to make a Tranche C Term Loan to the Borrower hereunder in a
principal amount not to exceed the amount set forth under the heading "Tranche C
Term Commitment" under such Lender's name on such Lender's Addendum or the
amount of such Lender's Converted Term Loan pursuant to its Conversion Notice.
The original aggregate amount of the Tranche C Term Commitments is $462,825,000.

       "TRANCHE C TERM LENDER": each Lender that has a Tranche C Term Commitment
or that holds a Tranche C Term Loan.

       "TRANCHE C TERM LOAN": as defined in Section 2.1.

       "TRANCHE C TERM PERCENTAGE": as to any Tranche C Term Lender at any time,
the percentage which such Lender's Tranche C Term Commitment then constitutes of
the aggregate Tranche C Term Commitments (or, at any time after the Effective
Date, the percentage which the aggregate principal amount of such Lender's
Tranche C Term Loans then outstanding constitutes of the aggregate principal
amount of the Tranche C Term Loans then outstanding).

       "TRANSFEREE": any Assignee or Participant.

       "TYPE": as to any Loan, its nature as a Base Rate Loan or a Eurocurrency
Loan.

       "UK PROPERTY": as defined in Section 8.2(i).

       "UNITED STATES": the United States of America.

       "WHOLLY OWNED SUBSIDIARY": as to any Person, any other Person all of the
Capital Stock of which (other than directors' qualifying shares required by law)
is owned by such Person directly and/or through other Wholly Owned Subsidiaries.

       1.2. OTHER DEFINITIONAL PROVISIONS. (a) Unless otherwise specified
therein, all terms defined in this Agreement shall have the defined meanings
when used in the other Loan Documents or any certificate or other document made
or delivered pursuant hereto or thereto.

       (b) As used herein and in the other Loan Documents, and any certificate
or other document made or delivered pursuant hereto or thereto, (i) accounting
terms relating to any Group Member not defined in Section 1.1 and accounting
terms partly defined in Section 1.1, to the extent not defined, shall have the
respective meanings given to them under GAAP, (ii) the words "include",
"includes" and "including" shall be deemed to be followed by the phrase "without
limitation", (iii) the word "incur" shall be construed to mean incur, create,
issue, assume, become liable in respect of or suffer to exist (and the words
"incurred" and "incurrence" shall have correlative meanings), (iv) the words
"asset" and "property" shall be construed to have the same meaning and effect
and to refer to any and all tangible and intangible assets and properties,
including cash, Capital Stock, securities, revenues, accounts, leasehold
interests and contract rights, and (v) references to agreements or other
Contractual Obligations shall, unless otherwise specified, be deemed to refer to
such agreements or Contractual Obligations as

<Page>
                                                                              29


amended, supplemented, restated or otherwise modified from time to time (subject
to any applicable restrictions hereunder).

       (c) The words "hereof", "herein" and "hereunder" and words of similar
import when used in this Agreement shall refer to this Agreement as a whole and
not to any particular provision of this Agreement, and Section, Schedule and
Exhibit references are to this Agreement unless otherwise specified.

       (d) The meanings given to terms defined herein shall be equally
applicable to both the singular and plural forms of such terms.

       1.3. CURRENCY CONVERSION. (a) If more than one currency or currency unit
are at the same time recognized by the central bank of any country as the lawful
currency of that country, then (i) any reference in the Loan Documents to, and
any obligations arising under the Loan Documents in, the currency of that
country shall be translated into or paid in the currency or currency unit of
that country designated by the Administrative Agent and (ii) any translation
from one currency or currency unit to another shall be at the official rate of
exchange recognized by the central bank for conversion of that currency or
currency unit into the other, rounded up or down by the Administrative Agent as
it deems appropriate.

       (b) If a change in any currency of a country occurs, this Agreement shall
be amended (and each party hereto agrees to enter into any supplemental
agreement necessary to effect any such amendment) to the extent that the
Administrative Agent determines such amendment to be necessary to reflect the
change in currency and to put the Lenders in the same position, so far as
possible, that they would have been in if no change in currency had occurred.

            SECTION 2. AMOUNT AND TERMS OF TRANCHE C TERM COMMITMENTS

       2.1. TRANCHE C TERM COMMITMENTS. (a) Subject to the terms and conditions
hereof, each Tranche C Term Lender severally agrees to make a term loan
denominated in Dollars (a "TRANCHE C TERM LOAN") to the Borrower on the
Effective Date in an amount not to exceed the amount of the Tranche C Term
Commitment of such Lender. The Tranche C Term Loans may from time to time be
Eurocurrency Loans or Base Rate Loans, as determined by the Borrower and
notified to the Administrative Agent in accordance with Sections 2.2 and 4.3.

       (b) In connection with the making of the Tranche C Term Loans pursuant to
Section 2.1(a), by delivering written notice (a "CONVERSION NOTICE") to the
Administrative Agent at least one Business Day prior to the Effective Date, any
Term Lender (as defined in the Existing Credit Agreement) holding Term Loans (as
defined in the Existing Credit Agreement) outstanding under the Existing Credit
Agreement (the "EXISTING TERM LOANS") may elect to make all or any portion of
such Term Lender's Tranche C Term Loans requested by the Borrower to be made on
the Effective Date by converting all or a portion of the outstanding principal
amount of the Existing Term Loans held by such Term Lender into Tranche C Term
Loans in a principal amount equal to the amount of Existing Term Loans so
converted (each such Existing Term Loan to the extent it is to be converted, a
"CONVERTED TERM LOAN"). On the Effective Date, the Converted Term Loans shall be
converted for all purposes of this Agreement into Tranche C

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                                                                              30


Term Loans, and the Administrative Agent shall record in the Register the
aggregate amounts of Converted Term Loans converted into Tranche C Term Loans.
Any Conversion Notice to the Administrative Agent delivered by an applicable
Lender pursuant to this Section shall specify the amount of such Lender's
Tranche C Term Loan Commitment and the principal amount of Existing Term Loans
held by such Lender that are to be converted into Tranche C Term Loans.

       2.2. PROCEDURE FOR TRANCHE C TERM LOAN BORROWING. The Borrower shall give
the Administrative Agent irrevocable notice (which notice must be received by
the Administrative Agent prior to 10:00 A.M., New York City time, one Business
Day prior to the anticipated Effective Date) requesting that the Tranche C Term
Lenders make the Tranche C Term Loans on the Effective Date and specifying the
amount to be borrowed. The Tranche C Term Loans made on the Effective Date shall
initially be Base Rate Loans and shall not be converted to Eurocurrency Loans
prior to the date which is three Business Days after the Effective Date. Upon
receipt of such notice the Administrative Agent shall promptly notify each
Tranche C Term Lender thereof. Not later than 12:00 Noon, New York City time, on
the Effective Date each Tranche C Term Lender shall make available to the
Administrative Agent at the Funding Office an amount in immediately available
funds equal to the Tranche C Term Loan or Tranche C Term Loans to be made by
such Lender, except to the extent such Lender elects to convert Existing Term
Loans into Tranche C Term Loans pursuant to Section 2.1(b). The Administrative
Agent shall credit the account of the Borrower on the books of such office of
the Administrative Agent with the aggregate of the amounts made available to the
Administrative Agent by the Tranche C Term Lenders in immediately available
funds.

       2.3. REPAYMENT OF TRANCHE C TERM LOANS. The Tranche C Term Loan of each
Lender shall mature in 24 consecutive quarterly installments, commencing on
March 31, 2004, each of which shall be in an amount equal to the product of (i)
such Lender's Tranche C Term Percentage MULTIPLIED by (ii) an amount equal to
the aggregate amount of Tranche C Term Loans outstanding on the Effective Date
MULTIPLIED by (iii) the percentage set forth below opposite such installment:

                                                          Percentage of
       Installment                                      Principal Amount
       -----------                                      ----------------
       March 31, 2004                                        0.25%
       June 30, 2004                                         0.25%
       September 30, 2004                                    0.25%
       December 31, 2004                                     0.25%
       March 31, 2005                                        0.25%
       June 30, 2005                                         0.25%
       September 30, 2005                                    0.25%
       December 31, 2005                                     0.25%
       March 31, 2006                                        0.25%
       June 30, 2006                                         0.25%
       September 30, 2006                                    0.25%
       December 31, 2006                                     0.25%
       March 31, 2007                                        0.25%
       June 30, 2007                                         0.25%

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                                                                              31


                                                          Percentage of
       Installment                                      Principal Amount
       -----------                                      ----------------
       September 30, 2007                                    0.25%
       December 31, 2007                                     0.25%
       March 31, 2008                                        0.25%
       June 30, 2008                                         0.25%
       September 30, 2008                                    0.25%
       December 31, 2008                                     0.25%
       March 31, 2009                                        23.75%
       June 30, 2009                                         23.75%
       September 30, 2009                                    23.75%
       December 31, 2009                                     23.75%

              SECTION 3. AMOUNT AND TERMS OF REVOLVING COMMITMENTS

       3.1. REVOLVING COMMITMENTS. (a) Subject to the terms and conditions
hereof, each Revolving Lender severally agrees to make revolving credit loans
denominated in Dollars ("REVOLVING LOANS") to the Borrower from time to time
during the Revolving Commitment Period in an aggregate principal amount at any
one time outstanding which, when added to such Lender's Revolving Percentage of
the sum of (i) the L/C Obligations then outstanding, (ii) the aggregate
principal amount of the Swingline Loans then outstanding and (iii) the Dollar
Equivalent of the aggregate principal amount of the Foreign Currency Loans then
outstanding, does not exceed the amount of such Lender's Revolving Commitment.
During the Revolving Commitment Period, the Borrower may use the Revolving
Commitments by borrowing, prepaying and reborrowing the Revolving Loans, in
whole or in part, all in accordance with the terms and conditions hereof. The
Revolving Loans may from time to time be Eurocurrency Loans or Base Rate Loans,
as determined by the Borrower and notified to the Administrative Agent in
accordance with Sections 3.2 and 4.3.

       (b) On the Effective Date, (i) each Revolving Lender that was not
previously a Revolving Lender (as defined in the Existing Credit Agreement)
under the Existing Credit Agreement or any Lender which has increased its
Revolving Commitment shall make available to the Administrative Agent such
amounts in immediately available funds as the Administrative Agent shall
determine, for the benefit of the other relevant Lenders, as being required in
order to cause, after giving effect to such increase and the use of such amounts
to make payments to such other relevant Lenders, each Revolving Lender's portion
of the outstanding Revolving Loans of all the Revolving Lenders to equal its
Revolving Percentage of such outstanding Revolving Loans and (ii) the Borrower
shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as
of the Effective Date (with such reborrowing to consist of the Types of Loans,
with related Interest Periods if applicable, specified in a notice delivered by
the Borrower in accordance with the requirements of Section 3.2). The deemed
payments made pursuant to clause (ii) of the immediately preceding sentence in
respect of each Eurocurrency Loan denominated in Dollars shall be subject to
indemnification by the Borrower pursuant to the provisions of Section 5.11 if
the deemed payment occurs other than on the last day of the related Interest
Periods.

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                                                                              32


       (c) The Borrower shall repay all outstanding Revolving Loans on the
Revolving Termination Date.

       3.2. PROCEDURE FOR REVOLVING LOAN BORROWING. The Borrower may borrow
under Section 3.1 during the Revolving Commitment Period on any Business Day,
PROVIDED that the Borrower shall give the Administrative Agent irrevocable
notice (which notice must be received by the Administrative Agent prior to 12:00
Noon, New York City time, (a) three Business Days prior to the requested
Borrowing Date, in the case of Eurocurrency Loans, or (b) one Business Day prior
to the requested Borrowing Date, in the case of Base Rate Loans), specifying (i)
the amount and Type of Revolving Loans to be borrowed, (ii) the requested
Borrowing Date and (iii) in the case of Eurocurrency Loans, the respective
amounts of each such Type of Loan and the respective lengths of the initial
Interest Period therefor. Any Revolving Loans made on the Original Closing Date
shall initially be Base Rate Loans. Each borrowing under the Revolving
Commitments shall be in an amount equal to (x) in the case of Base Rate Loans,
$1,000,000 or a whole multiple of $100,000 in excess thereof (or, if the then
aggregate Available Revolving Commitments are less than $100,000, such lesser
amount) and (y) in the case of Eurocurrency Loans denominated in Dollars,
$3,000,000 or a whole multiple of $500,000 in excess thereof; PROVIDED, that the
Swingline Lender may request, on behalf of the Borrower, borrowings under the
Revolving Commitments that are Base Rate Loans in other amounts pursuant to
Section 3.4. Upon receipt of any such notice from the Borrower, the
Administrative Agent shall promptly notify each Revolving Lender thereof. Each
Revolving Lender will make the amount of its pro rata share of each such
borrowing available to the Administrative Agent for the account of the Borrower
at the Funding Office prior to 12:00 Noon, New York City time, on the Borrowing
Date requested by the Borrower in funds immediately available to the
Administrative Agent. Such borrowing will then be made available to the Borrower
by the Administrative Agent crediting the account of the Borrower on the books
of such office with the aggregate of the amounts made available to the
Administrative Agent by the Revolving Lenders and in like funds as received by
the Administrative Agent.

       3.3. SWINGLINE COMMITMENT. (a) Subject to the terms and conditions
hereof, the Swingline Lender agrees to make a portion of the credit otherwise
available to the Borrower under the Revolving Commitments from time to time
during the Revolving Commitment Period by making swing line loans denominated in
Dollars ("SWINGLINE LOANS") to the Borrower; PROVIDED that (i) the aggregate
principal amount of Swingline Loans outstanding at any time shall not exceed the
Swingline Commitment then in effect (notwithstanding that the Swingline Loans
outstanding at any time, when aggregated with the Swingline Lender's other
outstanding Revolving Extensions of Credit hereunder, may exceed the Swingline
Commitment then in effect) and (ii) the Borrower shall not request, and the
Swingline Lender shall not make, any Swingline Loan if, after giving effect to
the making of such Swingline Loan, the aggregate amount of the Available
Revolving Commitments would be less than zero. During the Revolving Commitment
Period, the Borrower may use the Swingline Commitment by borrowing, repaying and
reborrowing, all in accordance with the terms and conditions hereof. Swingline
Loans shall be Base Rate Loans only.

       (b) The Swingline Loans outstanding under the Existing Credit Agreement
on the Effective Date shall constitute Swingline Loans hereunder.

<Page>
                                                                              33


       (c) The Borrower shall repay to the Swingline Lender the then unpaid
principal amount of each Swingline Loan on the earlier of the Revolving
Termination Date and the 30th day after such Swingline Loan is made; PROVIDED
that, during each calendar month, there shall be at least two consecutive
Business Days during which the outstanding balance of the Swingline Loans shall
be zero.

       3.4. PROCEDURE FOR SWINGLINE BORROWING; REFUNDING OF SWINGLINE LOANS. (a)
Whenever the Borrower desires that the Swingline Lender make Swingline Loans it
shall give the Swingline Lender irrevocable telephonic notice confirmed promptly
in writing (which telephonic notice must be received by the Swingline Lender not
later than 1:00 P.M., New York City time, on the proposed Borrowing Date),
specifying (i) the amount to be borrowed and (ii) the requested Borrowing Date
(which shall be a Business Day during the Revolving Commitment Period). Each
borrowing under the Swingline Commitment shall be in an amount equal to $250,000
or a whole multiple of $100,000 in excess thereof. Not later than 3:00 P.M., New
York City time, on the Borrowing Date specified in a notice in respect of
Swingline Loans, the Swingline Lender shall make available to the Administrative
Agent at the Funding Office an amount in immediately available funds equal to
the amount of the Swingline Loan to be made by the Swingline Lender. The
Administrative Agent shall make the proceeds of such Swingline Loan available to
the Borrower on such Borrowing Date by depositing such proceeds in the account
of the Borrower with the Administrative Agent on such Borrowing Date in
immediately available funds.

       (b) The Swingline Lender, at any time and from time to time in its sole
and absolute discretion may, on behalf of the Borrower (which hereby irrevocably
directs the Swingline Lender to act on its behalf), on one Business Day's notice
given by the Swingline Lender no later than 12:00 Noon, New York City time,
request each Revolving Lender to make, and each Revolving Lender hereby agrees
to make, a Revolving Loan, in an amount equal to such Revolving Lender's
Revolving Percentage of the aggregate amount of the Swingline Loans (the
"REFUNDED SWINGLINE LOANS") outstanding on the date of such notice, to repay the
Swingline Lender. Each Revolving Lender shall make the amount of such Revolving
Loan available to the Administrative Agent at the Funding Office in immediately
available funds, not later than 10:00 A.M., New York City time, one Business Day
after the date of such notice. The proceeds of such Revolving Loans shall be
immediately made available by the Administrative Agent to the Swingline Lender
for application by the Swingline Lender to the repayment of the Refunded
Swingline Loans. The Borrower irrevocably authorizes the Swingline Lender to
charge the Borrower's accounts with the Administrative Agent (up to the amount
available in each such account) in order to immediately pay the amount of such
Refunded Swingline Loans to the extent amounts received from the Revolving
Lenders are not sufficient to repay in full such Refunded Swingline Loans.

       (c) If prior to the time a Revolving Loan would have otherwise been made
pursuant to Section 3.4(b), one of the events described in Section 9(f) shall
have occurred and be continuing with respect to the Borrower or if for any other
reason, as determined by the Swingline Lender in its sole discretion, Revolving
Loans may not be made as contemplated by Section 3.4(b), each Revolving Lender
shall, on the date such Revolving Loan was to have been made pursuant to the
notice referred to in Section 3.4(b) (the "REFUNDING DATE"), purchase for

<Page>
                                                                              34


cash an undivided participating interest in the then outstanding Swingline Loans
by paying to the Swingline Lender an amount (the "SWINGLINE PARTICIPATION
AMOUNT") equal to (i) such Revolving Lender's Revolving Percentage TIMES (ii)
the sum of the aggregate principal amount of Swingline Loans then outstanding
that were to have been repaid with such Revolving Loans.

       (d) Whenever, at any time after the Swingline Lender has received from
any Revolving Lender such Lender's Swingline Participation Amount, the Swingline
Lender receives any payment on account of the Swingline Loans, the Swingline
Lender will distribute to such Lender its Swingline Participation Amount
(appropriately adjusted, in the case of interest payments, to reflect the period
of time during which such Lender's participating interest was outstanding and
funded and, in the case of principal and interest payments, to reflect such
Lender's PRO RATA portion of such payment if such payment is not sufficient to
pay the principal of and interest on all Swingline Loans then due); PROVIDED,
HOWEVER, that in the event that such payment received by the Swingline Lender is
required to be returned, such Revolving Lender will return to the Swingline
Lender any portion thereof previously distributed to it by the Swingline Lender.

       (e) Each Revolving Lender's obligation to make the Loans referred to in
Section 3.4(b) and to purchase participating interests pursuant to Section
3.4(c) shall be absolute and unconditional and shall not be affected by any
circumstance, including (i) any setoff, counterclaim, recoupment, defense or
other right that such Revolving Lender or the Borrower may have against the
Swingline Lender, the Borrower or any other Person for any reason whatsoever;
(ii) the occurrence or continuance of a Default or an Event of Default or the
failure to satisfy any of the other conditions specified in Section 6; (iii) any
adverse change in the condition (financial or otherwise) of the Borrower; (iv)
any breach of this Agreement or any other Loan Document by the Borrower, any
other Loan Party or any other Revolving Lender; or (v) any other circumstance,
happening or event whatsoever, whether or not similar to any of the foregoing.

       3.5. COMMITMENT FEES, ETC. (a) The Borrower agrees to pay to the
Administrative Agent for the account of each Revolving Lender a commitment fee
for the period from and including the Effective Date to the last day of the
Revolving Commitment Period, computed at the Commitment Fee Rate on the average
daily amount of the Available Revolving Commitment of such Lender during the
period for which payment is made, payable quarterly in arrears on each Fee
Payment Date, commencing on the first of such dates to occur after the date
hereof.

       (b) The Borrower agrees to pay to the Administrative Agent the fees in
the amounts and on the dates previously agreed to in writing by the Borrower and
the Administrative Agent.

       3.6. TERMINATION OR REDUCTION OF REVOLVING COMMITMENTS. The Borrower
shall have the right, upon not less than three Business Days' notice to the
Administrative Agent, to terminate the Revolving Commitments or, from time to
time, to reduce the amount of the Revolving Commitments; PROVIDED that no such
termination or reduction of Revolving Commitments shall be permitted if, after
giving effect thereto and to any prepayments of the

<Page>
                                                                              35


Revolving Loans, Swingline Loans and Foreign Currency Loans made on the
effective date thereof, the Total Revolving Extensions of Credit would exceed
the Total Revolving Commitments. Any such reduction shall be in an amount equal
to $1,000,000, or a whole multiple thereof, and shall reduce permanently the
Revolving Commitments then in effect.

       3.7. L/C COMMITMENT. (a) Subject to the terms and conditions hereof, each
Issuing Lender, in reliance on the agreements of the other Revolving Lenders set
forth in Section 3.10(a), agrees to issue letters of credit ("LETTERS OF
CREDIT") for the account of the Borrower on any Business Day during the
Revolving Commitment Period in such form as may be approved from time to time by
such Issuing Lender; PROVIDED that no Issuing Lender shall have any obligation
to issue any Letter of Credit if, after giving effect to such issuance, (i) the
L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of
the Available Revolving Commitments would be less than zero. Each Letter of
Credit shall (i) be denominated in Dollars or a Foreign Currency and (ii) expire
no later than the earlier of (x) the first anniversary of its date of issuance
and (y) the date that is five Business Days prior to the Revolving Termination
Date, PROVIDED that any Letter of Credit with a one-year term may provide for
the renewal thereof for additional one-year periods (which shall in no event
extend beyond the date referred to in clause (y) above).

       (b) No Issuing Lender shall at any time be obligated to issue any Letter
of Credit hereunder if such issuance would conflict with, or cause such Issuing
Lender or any L/C Participant to exceed any limits imposed by, any applicable
Requirement of Law.

       (c) The Letters of Credit outstanding under the Existing Credit Agreement
on the Effective Date shall constitute Letters of Credit hereunder.

       3.8. PROCEDURE FOR ISSUANCE OF LETTER OF CREDIT. The Borrower may from
time to time request that an Issuing Lender issue a Letter of Credit by
delivering to such Issuing Lender at its address for notices specified herein an
Application therefor, completed to the satisfaction of such Issuing Lender, and
such other certificates, documents and other papers and information as such
Issuing Lender may request. Upon receipt of any Application, an Issuing Lender
will notify the Administrative Agent of the amount, the beneficiary and the
requested expiration of the requested Letter of Credit, and upon receipt of
confirmation from the Administrative Agent that after giving effect to the
requested issuance, the Available Revolving Commitments would not be less than
zero, such Issuing Lender will process such Application and the certificates,
documents and other papers and information delivered to it in connection
therewith in accordance with its customary procedures and shall promptly issue
the Letter of Credit requested thereby (but in no event shall such Issuing
Lender be required to issue any Letter of Credit earlier than three Business
Days after its receipt of the Application therefor and all such other
certificates, documents and other papers and information relating thereto) by
issuing the original of such Letter of Credit to the beneficiary thereof or as
otherwise may be agreed to by such Issuing Lender and the Borrower. Each Issuing
Lender shall furnish a copy of such Letter of Credit to the Borrower (with a
copy to the Administrative Agent) promptly following the issuance thereof. Each
Issuing Lender shall promptly furnish to the Administrative Agent, which shall
in turn promptly furnish to the Lenders, notice of the issuance of each Letter
of Credit issued by such Issuing Lender (including the amount thereof).

<Page>
                                                                              36


       3.9. FEES AND OTHER CHARGES. (a) The Borrower will pay a fee on all
outstanding Letters of Credit at a per annum rate equal to the Applicable Margin
then in effect with respect to Eurocurrency Loans under the Revolving Facility,
shared ratably among the Revolving Lenders and payable quarterly in arrears on
each L/C Fee Payment Date after the issuance date. In addition, the Borrower
shall pay to the relevant Issuing Lender for its own account a fronting fee on
the undrawn and unexpired amount of each Letter of Credit as agreed by the
Borrower and the Issuing Lender, payable quarterly in arrears on each L/C Fee
Payment Date after the Issuance Date.

       (b) In addition to the foregoing fees, the Borrower shall pay or
reimburse each Issuing Lender for such normal and customary costs and expenses
as are incurred or charged by such Issuing Lender in issuing, negotiating,
effecting payment under, amending or otherwise administering any Letter of
Credit to the extent that the fees and expenses associated with the issuance of
such Letter of Credit exceed the fronting fee therefore as specified in Section
3.9(a).

       3.10. L/C PARTICIPATIONS. (a) Each Issuing Lender irrevocably agrees to
grant and hereby grants to each L/C Participant, and, to induce such Issuing
Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably
agrees to accept and purchase and hereby accepts and purchases from such Issuing
Lender, on the terms and conditions set forth below, for such L/C Participant's
own account and risk an undivided interest equal to such L/C Participant's
Revolving Percentage in each Issuing Lender's obligations and rights under and
in respect of each Letter of Credit issued by such Issuing Lender hereunder and
the amount of each draft paid by such Issuing Lender thereunder. Each L/C
Participant unconditionally and irrevocably agrees with each Issuing Lender
that, if a draft is paid under any Letter of Credit issued by such Issuing
Lender for which such Issuing Lender is not reimbursed in full by the Borrower
in accordance with the terms of this Agreement, the related Reimbursement
Obligation shall be converted to Dollars pursuant to Section 3.11 and such L/C
Participant shall pay to the Administrative Agent upon demand of such Issuing
Lender an amount equal to such L/C Participant's Revolving Percentage of the
amount of such draft, or any part thereof, that is not so reimbursed. The
Administrative Agent shall promptly forward such amounts to the relevant Issuing
Lender.

       (b) If any amount required to be paid by any L/C Participant to the
Administrative Agent for the account of such Issuing Lender pursuant to Section
3.10(a) in respect of any unreimbursed portion of any payment made by such
Issuing Lender under any Letter of Credit is paid to the Administrative Agent
for the account of such Issuing Lender within three Business Days after the date
such payment is due, such L/C Participant shall pay to the Administrative Agent
for the account of such Issuing Lender on demand an amount equal to the product
of (i) such amount, TIMES (ii) the daily average Federal Funds Effective Rate
during the period from and including the date such payment is required to the
date on which such payment is immediately available to such Issuing Lender,
TIMES (iii) a fraction the numerator of which is the number of days that elapse
during such period and the denominator of which is 360. If any such amount
required to be paid by any L/C Participant pursuant to Section 3.10(a) is not
made available to the Administrative Agent for the account of the relevant
Issuing Lender by such L/C Participant within three Business Days after the date
such payment is due, such Issuing Lender shall be entitled to recover from such
L/C Participant, on demand, such amount with interest thereon calculated from
such due date at the rate per annum applicable to Base Rate Loans under

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the Revolving Facility. A certificate of such Issuing Lender submitted to any
L/C Participant with respect to any amounts owing under this Section shall be
conclusive in the absence of manifest error.

       (c) Whenever, at any time after an Issuing Lender has made payment under
any Letter of Credit and has received from any L/C Participant its PRO RATA
share of such payment in accordance with Section 3.10(a), the Administrative
Agent or such Issuing Lender receives any payment related to such Letter of
Credit (whether directly from the Borrower or otherwise, including proceeds of
Collateral applied thereto by such Issuing Lender), or any payment of interest
on account thereof, the Administrative Agent or such Issuing Lender, as the case
may be, will distribute to such L/C Participant its PRO RATA share thereof;
PROVIDED, HOWEVER, that in the event that any such payment received by
Administrative Agent or such Issuing Lender, as the case may be, shall be
required to be returned by the Administrative Agent or such Issuing Lender, such
L/C Participant shall return to the Administrative Agent for the account of such
Issuing Lender the portion thereof previously distributed by the Administrative
Agent or such Issuing Lender, as the case may be, to it.

       (d) Each L/C Participant's obligation to purchase participating interests
pursuant to Section 3.10(b) shall be absolute and unconditional and shall not be
affected by any circumstance, including (i) any setoff, counterclaim,
recoupment, defense or other right that such L/C Participant or the Borrower may
have against any Issuing Lender, the Borrower or any other Person for any reason
whatsoever; (ii) the occurrence or continuance of a Default or an Event of
Default or the failure to satisfy any of the other conditions specified in
Section 6; (iii) any adverse change in the condition (financial or otherwise) of
the Borrower; (iv) any breach of this Agreement or any other Loan Document by
the Borrower, any other Loan Party or any other L/C Participant; or (v) any
other circumstance, happening or event whatsoever, whether or not similar to any
of the foregoing.

       3.11. REIMBURSEMENT OBLIGATION OF THE BORROWER. The Borrower agrees to
reimburse each Issuing Lender on the Business Day (or the third Business Day in
the event of a Foreign Currency draft) next succeeding the Business Day on which
such Issuing Lender notifies the Borrower of the date and amount of a draft
presented under any Letter of Credit and paid by such Issuing Lender for the
amount of (a) such draft so paid and (b) any taxes, fees, charges or other
reasonable costs or expenses incurred by such Issuing Lender in connection with
such payment. Each such payment shall be made to the relevant Issuing Lender at
its address for notices referred to herein in Dollars and in immediately
available funds, PROVIDED that if the Borrower does not reimburse such Issuing
Lender for any draft paid by such Issuing Lender under any Letter of Credit
issued by such Issuing Lender in a Foreign Currency on the date required
pursuant to the first sentence of this Section 3.11, such Issuing Lender shall
convert such Reimbursement Obligation into Dollars at the rate of exchange then
available to such Issuing Lender in the interbank market where its foreign
currency exchange operations in respect of such Foreign Currency are then being
conducted and the Borrower shall thereafter be required to reimburse such
Issuing Lender in Dollars for such Reimbursement Obligation (in the amount so
converted). Interest shall be payable on any such amounts denominated in Dollars
from the date on which the relevant draft is paid until the relevant Issuing
Lender receives payment in full at the rate set forth in (i) until the Business
Day next succeeding the date of the relevant notice,

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                                                                              38


Section 4.5(b) and (ii) thereafter, Section 4.5(c). Interest shall be payable on
any such amounts denominated in a Foreign Currency from the date on which the
relevant draft is paid until the relevant Issuing Lender receives payment in
full or conversion to Dollars as provided herein at the rate determined by the
relevant Issuing Lender as its cost of funding such payment. Each drawing under
any Letter of Credit shall (unless an event of the type described in clause (i)
or (ii) of Section 9(f) shall have occurred and be continuing with respect to
the Borrower, in which case the procedures specified in Section 3.10 for funding
by L/C Participants shall apply) constitute a request by the Borrower to the
Administrative Agent for a borrowing pursuant to Section 3.2 of Base Rate Loans
(or, at the option of the Administrative Agent and the Swingline Lender in their
sole discretion, a borrowing pursuant to Section 3.4 of Swingline Loans) in the
amount of such drawing except that, in such event, Borrower is not deemed to
have given any representations and warranties pursuant to Section 6.2. The
Borrowing Date with respect to such borrowing shall be the first date on which a
borrowing of Revolving Loans (or, if applicable, Swingline Loans) could be made,
pursuant to Section 3.2 or, if applicable, Section 3.4), if the Administrative
Agent had received a notice of such borrowing at the time the Administrative
Agent receives notice from such Issuing Lender of such drawing under such Letter
of Credit.

       3.12. OBLIGATIONS ABSOLUTE. The Borrower's obligations under Section 3.11
shall be absolute and unconditional under any and all circumstances and
irrespective of any setoff, counterclaim or defense to payment that the Borrower
may have or have had against any Issuing Lender, any beneficiary of a Letter of
Credit or any other Person. The Borrower also agrees with each Issuing Lender
that such Issuing Lender not shall be responsible for, and the Borrower's
Reimbursement Obligations under Section 3.11 shall not be affected by, among
other things, the validity or genuineness of documents or of any endorsements
thereon, even though such documents shall in fact prove to be invalid,
fraudulent or forged, or any dispute between or among the Borrower and any
beneficiary of any Letter of Credit or any other party to which such Letter of
Credit may be transferred or any claims whatsoever of the Borrower against any
beneficiary of such Letter of Credit or any such transferee. No Issuing Lender
shall be liable for any error, omission, interruption or delay in transmission,
dispatch or delivery of any message or advice, however transmitted, in
connection with any Letter of Credit, except for errors or omissions found by a
final and nonappealable decision of a court of competent jurisdiction to have
resulted from the gross negligence or willful misconduct of such Issuing Lender.
The Borrower agrees that any action taken or omitted by an Issuing Lender under
or in connection with any Letter of Credit or the related drafts or documents,
if done in the absence of gross negligence or willful misconduct and in
accordance with the standards of care specified in the Uniform Commercial Code
of the State of New York and UCP 500, shall be binding on the Borrower and shall
not result in any liability of such Issuing Lender to the Borrower.

       3.13. LETTER OF CREDIT PAYMENTS. If any draft shall be presented for
payment under any Letter of Credit, the relevant Issuing Lender shall promptly
notify the Borrower of the date and amount thereof. The responsibility of the
relevant Issuing Lender to the Borrower in connection with any draft presented
for payment under any Letter of Credit issued by such Issuing Lender shall, in
addition to any payment obligation expressly provided for in such Letter of
Credit, be limited to determining in compliance with UCP 500 that the documents
(including

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                                                                              39


each draft) delivered under such Letter of Credit in connection with such
presentment are substantially in conformity with the requirements of such Letter
of Credit.

       3.14. APPLICATIONS. To the extent that any provision of any Application
related to any Letter of Credit is inconsistent with the provisions of this
Section 3, the provisions of this Section 3 shall apply.

       3.15. FOREIGN CURRENCY SUBFACILITY. (a) Subject to the terms and
conditions hereof, the Foreign Currency Lenders agree to make loans (each, a
"FOREIGN CURRENCY LOAN") in one or more Foreign Currencies to the Borrower from
time to time during the Revolving Commitment Period, PROVIDED that, (i) after
giving effect to any such Foreign Currency Loan, the Total Revolving Extensions
of Credit at such time do not exceed the Total Revolving Commitments at such
time and (ii) after giving effect to such Foreign Currency Loan and the use of
proceeds thereof, the Dollar Equivalent of the aggregate outstanding principal
amount of Foreign Currency Loans does not exceed the Foreign Currency Sublimit.
During the Revolving Commitment Period, the Borrower may borrow, prepay and
reborrow Foreign Currency Loans in whole or in part, all in accordance with the
terms and conditions hereof.

       (b) The Borrower shall repay all outstanding Foreign Currency Loans on
the Revolving Termination Date.

       3.16. PROCEDURE FOR FOREIGN CURRENCY LOAN BORROWINGS. The Borrower may
borrow under Section 3.15 during the Revolving Commitment Period on any Business
Day, PROVIDED that, the Borrower shall give the Administrative Agent irrevocable
notice (which notice must be received by the Administrative Agent prior to 10:00
A.M., New York City time, three Business Days prior to the requested Borrowing
Date) specifying (a) the amount to be borrowed and the Foreign Currency with
respect thereto, (b) the requested Borrowing Date and (c) the initial Interest
Periods with respect thereto. Upon receipt of such notice, the Administrative
Agent shall promptly notify each Foreign Currency Lender thereof and of the
amount of such Foreign Currency Lender's Loan to be made as part of the
requested borrowing. Each borrowing of Foreign Currency Loans shall be a
Eurocurrency Loan in a minimum amount equal to the Foreign Currency Equivalent
of $3,000,000 in the relevant Foreign Currency or a whole multiple of
$1,000,000. Each Foreign Currency Lender shall make each Foreign Currency Loan
to be made by it hereunder on the proposed date thereof by wire transfer of
immediately available funds by 11:00 A.M., New York City time, to the account of
the Administrative Agent most recently designated by it for such purposes for
Foreign Currency Loans by notice to the Foreign Currency Lenders. The
Administrative Agent will make such Foreign Currency Loans available to the
Borrower by promptly crediting the amounts so received, in like funds, to an
account in accordance with instructions provided by the Borrower to the
Administrative Agent.

       3.17. FOREIGN CURRENCY LOAN FEES, COMMISSIONS AND OTHER CHARGES. (a) The
Borrower shall pay to each Foreign Currency Lender with respect to each Foreign
Currency Loan made by such Foreign Currency Lender, for the account of such
Foreign Currency Lender, a fronting fee with respect to the period from and
including the date of such Foreign Currency Loan to but excluding the date of
repayment thereof computed at a rate per annum to be agreed upon by such Foreign
Currency Lender and the Borrower on the average daily principal amount

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                                                                              40


of such Foreign Currency Loan outstanding during the period for which such fee
is calculated. Such fronting fee shall be payable in the applicable Foreign
Currency in arrears on each Fee Payment Date to occur after the making of such
Foreign Currency Loan and shall be nonrefundable.

       (b) The Borrower shall pay to the Administrative Agent for the account of
the Foreign Currency Participants, a participation fee with respect to each
Foreign Currency Loan for the period from and including the date of such Foreign
Currency Loan to but excluding the date of repayment thereof, computed at a rate
per annum equal to the Applicable Margin in respect of Eurocurrency Loans that
are Revolving Loans from time to time in effect on the average daily principal
amount of such Foreign Currency Loan outstanding during the period for which
such fee is calculated. Such fee shall be shared ratably among the Foreign
Currency Participants in accordance with their respective Revolving Percentages.
Such commission shall be payable in Dollars (based on the Dollar Equivalent of
the amount calculated as set forth in Section 3.2) in arrears on each Fee
Payment Date to occur after the making of such Foreign Currency Loan and shall
be nonrefundable.

       (c) The Administrative Agent shall, promptly following its receipt
thereof, distribute to each Foreign Currency Lender and the Foreign Currency
Participants all fees received by the Administrative Agent for their respective
accounts pursuant to this Section 3.17.

       (d) In addition to the foregoing fees, the Borrower shall pay or
reimburse each Foreign Currency Lender and the Administrative Agent for such
normal and customary costs and expenses as are incurred or charged by such
Foreign Currency Lender or the Administrative Agent in connection with the
conversion of any Foreign Currency into Dollars pursuant to Section 3.18.

       3.18. PARTICIPATIONS IN FOREIGN CURRENCY LOANS. (a) Each Foreign Currency
Lender irrevocably agrees to grant and hereby grants to each Foreign Currency
Participant, and, to induce such Foreign Currency Lender to make Foreign
Currency Loans hereunder, each such Foreign Currency Participant irrevocably
agrees to accept and purchase and hereby accepts and purchases from such Foreign
Currency Lender, on the terms and conditions set forth below, for such Foreign
Currency Participant's own account and risk, an undivided interest equal to such
Foreign Currency Participant's Revolving Percentage in such Foreign Currency
Lender's obligations and rights under and in respect of each Foreign Currency
Loan made by such Foreign Currency Lender hereunder. On any Conversion Date or
on any other date if any amount in respect of the principal, interest or fees
owing to such Foreign Currency Lender in respect of a Foreign Currency Loan is
not paid when due in accordance with the terms of this Agreement, such unpaid
amount shall be converted into an amount denominated in Dollars at the
applicable Exchange Rate on the date of such conversion, as determined by the
Administrative Agent in accordance with the terms hereof (and shall thereafter
be denominated in Dollars for purposes of this Agreement), and each such Foreign
Currency Participant hereby unconditionally and irrevocably agrees to pay to the
Administrative Agent for the account of such Foreign Currency Lender upon demand
an amount in Dollars equal to such Foreign Currency Participant's Revolving
Percentage of such unpaid amount denominated in Dollars. The Administrative
Agent shall promptly forward such amounts to the relevant Foreign Currency
Lender. Each

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                                                                              41


Foreign Currency Participant's obligation to make the payment referred to in the
immediately preceding sentence shall be absolute and unconditional and shall not
be affected by any circumstance, including, without limitation, (i) any set-off,
counterclaim, recoupment, defense or other right which such Foreign Currency
Participant or the Borrower may have against any Foreign Currency Lender, the
Borrower or any other Person for any reason whatsoever, (ii) the occurrence or
continuance of a Default or an Event of Default, (iii) any adverse change in the
condition (financial or otherwise) of the Borrower, (iv) any breach of this
Agreement or any other Loan Document by any Loan Party or any other Lender or
(v) any other circumstance, happening or event whatsoever, whether or not
similar to any of the foregoing. Each Lender shall pay the purchase price of its
undivided participating interests (as determined by the Administrative Agent) by
wire transfer of immediately available funds to the Administrative Agent (and
the Administrative Agent shall promptly distribute such funds to the relevant
Foreign Currency Lenders).

       (b) If any amount required to be paid by any Foreign Currency Participant
to any Foreign Currency Lender pursuant to Section 3.18(a) is not paid to such
Foreign Currency Lender when due but is paid within three Business Days after
the date such payment is due, such Foreign Currency Participant shall pay to
such Foreign Currency Lender on demand an amount equal to the product of (i)
such amount, TIMES (ii) the Eurocurrency Rate for Loans denominated in Dollars
during the period from and including the date such payment is required to the
date on which such payment is immediately available to such Foreign Currency
Lender, TIMES (iii) a fraction the numerator of which is the number of days that
elapse during such period and the denominator of which is 360. If any such
amount required to be paid by any Foreign Currency Participant pursuant to
Section 3.18(a) is not in fact made available to any Foreign Currency Lender by
such Foreign Currency Participant within three Business Days after the date such
payment is due, such Foreign Currency Lender shall be entitled to recover from
such Foreign Currency Participant, on demand, such amount with interest thereon
calculated from such due date at the rate per annum equal to the rate applicable
thereto in accordance with the preceding sentence plus the Applicable Margin in
respect of Revolving Loans which are Base Rate Loans. A certificate of any
Foreign Currency Lender submitted to any Foreign Currency Participant with
respect to any amounts owing under this Section shall be conclusive in the
absence of manifest error.

       (c) Whenever, at any time after any Foreign Currency Lender has received
from any Foreign Currency Participant the full amount owing by such Foreign
Currency Participant pursuant to and in accordance with Section 3.18(a) in
respect of any Foreign Currency Loan, such Foreign Currency Lender receives any
payment related to such Foreign Currency Loan (whether directly from the
Borrower or otherwise, as the case may be, including proceeds of Collateral
applied thereto by such Foreign Currency Lender), or any payment of interest on
account thereof, such Foreign Currency Lender will distribute to such Foreign
Currency Participant its PRO RATA share thereof; PROVIDED, HOWEVER, that if any
such payment received by any Foreign Currency Lender shall be required to be
returned by such Foreign Currency Lender, each Foreign Currency Participant
shall return to such Foreign Currency Lender the portion thereof previously
distributed by such Foreign Currency Lender to it.

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                                                                              42


                    SECTION 4. GENERAL PROVISIONS APPLICABLE
                               TO LOANS AND LETTERS OF CREDIT

       4.1. OPTIONAL PREPAYMENTS. (a) The Borrower may at any time and from time
to time prepay the Loans (other than Foreign Currency Loans), in whole or in
part, without premium or penalty, upon irrevocable notice delivered to the
Administrative Agent at least three Business Days prior thereto in the case of
Eurocurrency Loans denominated in Dollars and at least one Business Day prior
thereto in the case of Base Rate Loans, which notice shall specify the date and
amount of prepayment and whether the prepayment is of Eurocurrency Loans
denominated in Dollars or Base Rate Loans; PROVIDED, that if a Eurocurrency Loan
denominated in Dollars is prepaid on any day other than the last day of the
Interest Period applicable thereto, the Borrower shall also pay any amounts
owing pursuant to Section 4.11. Upon receipt of any such notice the
Administrative Agent shall promptly notify each relevant Lender thereof. If any
such notice is given, the amount specified in such notice shall be due and
payable on the date specified therein, together with (except in the case of
Revolving Loans that are Base Rate Loans and Swingline Loans) accrued interest
to such date on the amount prepaid. Partial prepayments of Tranche C Term Loans
and Revolving Loans shall be in an aggregate principal amount of $1,000,000 or a
whole multiple thereof. Partial prepayments of Swingline Loans shall be in an
aggregate principal amount of $100,000 or a whole multiple thereof.

       (b) The Borrower may at any time and from time to time prepay Foreign
Currency Loans, in whole or in part, without premium or penalty except as
specified in Section 4.11, upon irrevocable notice (which notice must be
received by the Administrative Agent prior to 11:00 A.M., New York City time,
three Business Days before the date of prepayment) specifying the date and
amount of prepayment. If any such notice is given, the amount specified in such
notice shall be due and payable on the date specified therein, together with any
amounts payable pursuant to Section 4.11 and accrued interest to such date on
the amount prepaid. Partial prepayments of Foreign Currency Loans shall be in a
minimum principal amount equal to the Foreign Currency Equivalent of $1,000,000
in the relevant Foreign Currency or a multiple of the Foreign Currency
Equivalent of $100,000 in the relevant Foreign Currency in excess thereof.

       4.2. MANDATORY PREPAYMENTS. (a) If any Capital Stock shall be issued by
any Group Member (other than to any other Group Member), an amount equal to 50%
of the Net Cash Proceeds thereof shall be applied no later than one Business Day
following the date of such issuance toward the prepayment of the Tranche C Term
Loans as set forth in Section 4.2(e).

       (b) If any Indebtedness shall be incurred by any Group Member (other than
Excluded Indebtedness), an amount equal to 100% of the Net Cash Proceeds thereof
shall be applied no later than one Business Day following the date of such
incurrence toward the prepayment of the Tranche C Term Loans as set forth in
Section 4.2(e).

       (c) If on any date any Group Member shall receive Net Cash Proceeds from
any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be
delivered in respect thereof, such Net Cash Proceeds shall be applied no later
than one Business Day following such date toward the prepayment of the Tranche C
Term Loans as set forth in

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                                                                              43


Section 4.2(e); PROVIDED, that, notwithstanding the foregoing, (i) the aggregate
Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from
the foregoing requirement pursuant to a Reinvestment Notice (including any
Reinvestment Notice delivered under the Existing Credit Agreement) shall not
exceed $20,000,000 in any fiscal year of the Borrower and (ii) on each
Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment
Amount with respect to the relevant Reinvestment Event shall be applied toward
the prepayment of the Tranche C Term Loans as set forth in Section 4.2(e).

       (d) If, for any fiscal year of the Borrower commencing with the fiscal
year ending December 31, 2004, there shall be Excess Cash Flow, the Borrower
shall, on the relevant Excess Cash Flow Application Date, apply the ECF
Percentage of such Excess Cash Flow toward the prepayment of the Tranche C Term
Loans as set forth in Section 4.2(e). Each such prepayment shall be made on a
date (an "EXCESS CASH FLOW APPLICATION DATE") no later than five days after the
earlier of (i) the date on which the financial statements of the Borrower
referred to in Section 7.1(a), for the fiscal year with respect to which such
prepayment is made, are required to be delivered to the Lenders and (ii) the
date such financial statements are actually delivered.

       (e) Amounts to be applied in connection with prepayments made pursuant to
Section 4.2 shall be applied to the prepayment of the Tranche C Term Loans in
accordance with Section 4.8(b). The application of any prepayment pursuant to
Section 4.2 shall be made, FIRST, to Base Rate Loans and, SECOND, to
Eurocurrency Loans. Each prepayment of the Loans under Section 4.2 shall be
accompanied by accrued interest to the date of such prepayment on the amount
prepaid.

       (f) If, on any Calculation Date, (i) the Dollar Equivalent of the
aggregate outstanding principal amount of Foreign Currency Loans exceeds an
amount equal to 105% of the Foreign Currency Sublimit or (ii) the Total
Revolving Extensions of Credit exceed the Total Revolving Commitments on such
date, the Borrower shall, without notice or demand, immediately repay such of
the outstanding Loans in an aggregate principal amount such that, after giving
effect thereto, (x) the Dollar Equivalent of the aggregate outstanding principal
amount of Foreign Currency Loans does not exceed the Foreign Currency Sublimit
and (y) the Total Revolving Extensions of Credit do not exceed the Total
Revolving Commitments, together with interest accrued to the date of such
payment or prepayment on the principal so prepaid if required hereby and any
amounts payable under Section 4.11 in connection therewith. Any prepayment of
Revolving Loans shall first be applied to prepay any outstanding Swingline
Loans. The Borrower may in lieu of prepaying Foreign Currency Loans in order to
comply with this paragraph deposit amounts in the relevant Foreign Currency
Currencies in a Cash Collateral Account in accordance with the next succeeding
sentence equal to the aggregate principal amount of Foreign Currency Loans
required to be prepaid. To the extent that after giving effect to any prepayment
of Loans required by this paragraph, the Total Revolving Extensions of Credit at
such time exceed the Total Revolving Commitments at such time, the Borrower
shall, without notice or demand, immediately deposit in a Cash Collateral
Account upon terms reasonably satisfactory to the Administrative Agent an amount
equal to the amount by which Total Revolving Extensions of Credit exceed the
Total Revolving Commitments. The Administrative Agent shall apply any cash
deposited in the Cash Collateral Account (to the extent thereof) to pay any
Reimbursement Obligations which are or become due thereafter and/or to repay
Foreign

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                                                                              44


Currency Loans at the end of the Interest Periods therefor, PROVIDED that, (x)
the Administrative Agent shall release to the Borrower from time to time such
portion of the amount on deposit in the Cash Collateral Account to the extent
such amount is not required to be so deposited in order for the Borrower to be
in compliance with this paragraph and (y) the Administrative Agent may so apply
such cash at any time after the occurrence and during the continuation of an
Event of Default. "CASH COLLATERAL ACCOUNT" means an account specifically
established by the Borrower with the Administrative Agent for purposes of this
Section 4.2 and hereby pledged to the Administrative Agent and over which the
Administrative Agent shall have exclusive dominion and control, including the
right of withdrawal for application in accordance with this Section 4.2.

       4.3. CONVERSION AND CONTINUATION OPTIONS. (a) The Borrower may elect from
time to time to convert Eurocurrency Loans denominated in Dollars to Base Rate
Loans by giving the Administrative Agent at least two Business Days' prior
irrevocable notice of such election, PROVIDED that any such conversion of
Eurocurrency Loans denominated in Dollars may only be made on the last day of an
Interest Period with respect thereto. The Borrower may elect from time to time
to convert Base Rate Loans to Eurocurrency Loans denominated in Dollars by
giving the Administrative Agent at least three Business Days' prior irrevocable
notice of such election (which notice shall specify the length of the initial
Interest Period therefor), PROVIDED that no Base Rate Loan under a particular
Facility may be converted into a Eurocurrency Loan denominated in Dollars when
any Event of Default has occurred and is continuing and the Administrative Agent
or the Majority Facility Lenders in respect of such Facility have determined in
its or their sole discretion not to permit such conversions. Upon receipt of any
such notice the Administrative Agent shall promptly notify each relevant Lender
thereof.

       (b) Any Eurocurrency Loan may be continued as such upon the expiration of
the then current Interest Period with respect thereto by the Borrower giving
irrevocable notice to the Administrative Agent, in accordance with the
applicable provisions of the term "Interest Period" set forth in Section 1.1, of
the length of the next Interest Period to be applicable to such Loans, PROVIDED
that no Eurocurrency Loan denominated in Dollars under a particular Facility may
be continued as such when any Event of Default has occurred and is continuing
and the Administrative Agent has or the Majority Facility Lenders in respect of
such Facility have determined in its or their sole discretion not to permit such
continuations, and PROVIDED, FURTHER, that if the Borrower shall fail to give
any required notice as described above in this paragraph or if such continuation
is not permitted pursuant to the preceding proviso such Eurocurrency Loans
denominated in Dollars shall be automatically converted to Base Rate Loans on
the last day of such then expiring Interest Period and, if the Borrower shall
fail to give such notice of continuation of a Foreign Currency Loan, such
Foreign Currency Loan shall be automatically continued for an Interest Period of
one month. Upon receipt of any such notice the Administrative Agent shall
promptly notify each relevant Lender thereof.

       4.4. LIMITATIONS ON EUROCURRENCY TRANCHES. Notwithstanding anything to
the contrary in this Agreement, all borrowings, conversions and continuations of
Eurocurrency Loans hereunder and all selections of Interest Periods hereunder
shall be in such amounts and be made pursuant to such elections so that, (a)
after giving effect thereto, the aggregate principal amount of the Eurocurrency
Loans comprising each Eurocurrency Tranche shall be equal to

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$3,000,000 or a whole multiple of $1,000,000 in excess thereof and (b) no more
than ten Eurocurrency Tranches shall be outstanding at any one time.

       4.5. INTEREST RATES AND PAYMENT DATES. (a) Each Eurocurrency Loan shall
bear interest for each day during each Interest Period with respect thereto at a
rate per annum equal to the Eurocurrency Rate determined for such day PLUS, in
the case of Eurocurrency Loans denominated in Dollars, the Applicable Margin.

       (b) Each Base Rate Loan shall bear interest at a rate per annum equal to
the Base Rate PLUS the Applicable Margin.

       (c) (i) If all or a portion of the principal amount of any Loan or
Reimbursement Obligation shall not be paid when due (whether at the stated
maturity, by acceleration or otherwise), such overdue amount shall bear interest
at a rate per annum equal to (x) in the case of the Loans, the rate that would
otherwise be applicable thereto pursuant to the foregoing provisions of this
Section PLUS 2% or (y) in the case of Reimbursement Obligations, the rate
applicable to Base Rate Loans under the Revolving Facility PLUS 2%, and (ii) if
all or a portion of any interest payable on any Loan or Reimbursement Obligation
or any commitment fee or other amount payable hereunder shall not be paid when
due (whether at the stated maturity, by acceleration or otherwise), such overdue
amount shall bear interest at a rate per annum equal to (A) the rate then
applicable to Base Rate Loans under the relevant Facility PLUS 2% (or, in the
case of any such other amounts that do not relate to a particular Facility, the
rate then applicable to Base Rate Loans under the Revolving Facility PLUS 2%),
in the case of amounts that are owing in Dollars, or (B)(I) the Eurocurrency
Rate in respect of the relevant Foreign Currency PLUS (II) 2%, in the case of
amounts owing that are denominated in Foreign Currencies, in each case, with
respect to clauses (i) and (ii) above, from the date of such non-payment until
such amount is paid in full (as well after as before judgment).

       (d) Interest shall be payable in arrears on each Interest Payment Date,
PROVIDED that interest accruing pursuant to paragraph (c) of this Section shall
be payable from time to time on demand.

       4.6. COMPUTATION OF INTEREST AND FEES. (a) Interest and fees payable
pursuant hereto shall be calculated on the basis of a 360-day year for the
actual days elapsed, except that, with respect to (i) Base Rate Loans the rate
of interest on which is calculated on the basis of the Prime Rate and (ii)
Foreign Currency Loans denominated in British Pounds Sterling, the interest
thereon shall be calculated on the basis of a 365- (or 366-, as the case may be)
day year for the actual days elapsed. The Administrative Agent shall as soon as
practicable notify the Borrower and the relevant Lenders of each determination
of a Eurocurrency Rate. Any change in the interest rate on a Loan resulting from
a change in the Base Rate or the Eurocurrency Reserve Requirements shall become
effective as of the opening of business on the day on which such change becomes
effective. The Administrative Agent shall as soon as practicable notify the
Borrower and the relevant Lenders of the effective date and the amount of each
such change in interest rate.

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       (b) Each determination of an interest rate by the Administrative Agent
pursuant to any provision of this Agreement shall be conclusive and binding on
the Borrower and the Lenders in the absence of manifest error. The
Administrative Agent shall, at the request of the Borrower, deliver to the
Borrower a statement showing the quotations used by the Administrative Agent in
determining any interest rate pursuant to Section 4.5(a).

       4.7. INABILITY TO DETERMINE INTEREST RATE. If prior to the first day of
any Interest Period:

              (a) the Administrative Agent shall have determined (which
       determination shall be conclusive and binding upon the Borrower absent
       manifest error) that, by reason of circumstances affecting the relevant
       market, adequate and reasonable means do not exist for ascertaining the
       Eurocurrency Rate for such Interest Period, or

              (b) the Administrative Agent shall have received notice from the
       Majority Facility Lenders in respect of the relevant Facility or any
       Foreign Currency Lender that the Eurocurrency Rate determined or to be
       determined for such Interest Period will not adequately and fairly
       reflect the cost to such Lenders (as conclusively certified by such
       Lenders) of making or maintaining their affected Loans during such
       Interest Period, or

              (c) a Foreign Currency Lender shall have determined (which
       determination shall be conclusive and binding upon the Borrower, absent
       manifest error) that, by reason of circumstances affecting the relevant
       market, adequate and reasonable means do not exist for ascertaining the
       Eurocurrency Rate for such Interest Period in respect of any Foreign
       Currency (any such Foreign Currency is referred to as an "AFFECTED
       FOREIGN CURRENCY"),

the Administrative Agent (or the relevant Foreign Currency Lender in the case of
clause (c) above) shall give telecopy or telephonic notice thereof to the
Borrower and the relevant Lenders (and, in the case of any notice by a Foreign
Currency Lender, the Administrative Agent) as soon as practicable thereafter. If
such notice is given (x) pursuant to clause (a) or (b) of this Section 4.7 in
respect of Eurocurrency Loans denominated in Dollars, then (i) any Eurocurrency
Loans denominated in Dollars under the relevant Facility requested to be made on
the first day of such Interest Period shall be made as Base Rate Loans, (ii) any
Loans under the relevant Facility that were to have been converted on the first
day of such Interest Period to Eurocurrency Loans denominated in Dollars shall
be continued as Base Rate Loans and (iii) any outstanding Eurocurrency Loans
denominated in Dollars under the relevant Facility shall be converted, on the
last day of the then-current Interest Period, to Base Rate Loans and (y) in
respect of any Foreign Currency Loans, then (i) any Foreign Currency Loans in an
Affected Foreign Currency requested to be made on the first day of such Interest
Period shall not be made and (ii) any outstanding Foreign Currency Loans in an
Affected Foreign Currency shall be due and payable on the first day of such
Interest Period. Until such notice has been withdrawn by the Administrative
Agent (or the relevant Foreign Currency Lender in the case of clause (c) above),
no further Eurocurrency Loans denominated in Dollars under the relevant Facility
or Foreign Currency Loans in an Affected Foreign Currency shall be made or
continued as such, nor shall the Borrower have the right to convert Loans under
the relevant Facility to Eurocurrency Loans.

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                                                                              47


       4.8. PRO RATA TREATMENT AND PAYMENTS. (a) Each borrowing by the Borrower
from the Lenders hereunder (other than the Foreign Currency Lenders), each
payment by the Borrower on account of any commitment fee and any reduction of
the Commitments of the Lenders shall be made pro rata according to the
respective Term Percentages or Revolving Percentages, as the case may be, of the
relevant Lenders. Each borrowing by the Borrower from the Foreign Currency
Lenders, each payment by the Borrower on account of any fronting fee and any
reduction of the Foreign Currency Sublimit shall be made PRO RATA to the Foreign
Currency Lenders.

       (b) Each payment (including each prepayment) by the Borrower on account
of principal of and interest on the Tranche C Term Loans shall be made PRO RATA
according to the respective outstanding principal amounts of the Tranche C Term
Loans then held by the Tranche C Lenders. The amount of each principal
prepayment of the Tranche C Term Loans shall be applied to reduce the then
remaining installments of the Tranche C Term Loans PRO RATA based upon the then
remaining principal amount thereof. Amounts repaid or prepaid on account of the
Tranche C Term Loans may not be reborrowed.

       (c) Each payment (including each prepayment) by the Borrower on account
of principal of and interest on the Revolving Loans shall be made PRO RATA
according to the respective outstanding principal amounts of the Revolving Loans
then held by the Revolving Lenders. Each payment in respect of Reimbursement
Obligations in respect of any Letter of Credit shall be made to the Issuing
Lender that issued such Letters of Credit. Each payment (including each
prepayment) by the Borrower on account of principal of and interest on the
Foreign Currency Loans shall be made PRO RATA according to the respective
outstanding principal amounts of the Foreign Currency Loans then held by the
Foreign Currency Lenders.

       (d) All payments (including prepayments) to be made by the Borrower
hereunder, whether on account of principal, interest, fees or otherwise, shall
be made without setoff or counterclaim and shall be made prior to 12:00 Noon,
New York City time, on the due date thereof to the Administrative Agent, for the
account of the Lenders, at the Funding Office, in Dollars and in immediately
available funds. The Administrative Agent shall distribute such payments to the
Lenders or the Foreign Currency Lenders, as applicable, promptly upon receipt in
like funds as received. If any payment hereunder (other than payments on the
Eurocurrency Loans) becomes due and payable on a day other than a Business Day,
such payment shall be extended to the next succeeding Business Day. If any
payment on a Eurocurrency Loan becomes due and payable on a day other than a
Business Day, the maturity thereof shall be extended to the next succeeding
Business Day unless the result of such extension would be to extend such payment
into another calendar month, in which event such payment shall be made on the
immediately preceding Business Day. In the case of any extension of any payment
of principal pursuant to the preceding two sentences, interest thereon shall be
payable at the then applicable rate during such extension.

       (e) Unless the Administrative Agent shall have been notified in writing
by any Lender or Foreign Currency Lender prior to a borrowing that such Lender
or Foreign Currency Lender will not make the amount that would constitute its
share of such borrowing available to the Administrative Agent, the
Administrative Agent may assume that such Lender or

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                                                                              48


Foreign Currency Lender is making such amount available to the Administrative
Agent, and the Administrative Agent may, in reliance upon such assumption, make
available to the Borrower a corresponding amount. If such amount is not made
available to the Administrative Agent by the required time on the Borrowing Date
therefor, such Lender shall pay to the Administrative Agent, on demand, such
amount with interest thereon at a rate equal to the daily average Federal Funds
Effective Rate for the period until such Lender makes such amount immediately
available to the Administrative Agent. If such amount is not made available to
the Administrative Agent by the required time on the Borrowing Date therefor,
such Foreign Currency Lender shall pay to the Administrative Agent, on demand,
such amount with interest thereon at a rate per annum reasonably determined by
the Administrative Agent to be the cost to it of funding such amount for the
period until such Lender makes such amount immediately available to the
Administrative Agent. A certificate of the Administrative Agent submitted to any
Lender or Foreign Currency Lender with respect to any amounts owing under this
paragraph shall be conclusive in the absence of manifest error. If such Lender's
share of such borrowing is not made available to the Administrative Agent by
such Lender within three Business Days of such Borrowing Date, the
Administrative Agent shall also be entitled to recover such amount with interest
thereon at the rate per annum applicable to Base Rate Loans under the relevant
Facility, on demand, from the Borrower. If such Foreign Currency Lender's share
of such borrowing is not made available to the Administrative Agent by such
Foreign Currency Lender within three Business Days of such Borrowing Date, the
Administrative Agent shall also be entitled to recover such amount with interest
thereon at a rate per annum reasonably determined by the Administrative Agent to
be the cost to it of funding such amount, on demand, from the Borrower.

       (f) Unless the Administrative Agent shall have been notified in writing
by the Borrower prior to the date of any payment due to be made by the Borrower
hereunder that the Borrower will not make such payment to the Administrative
Agent, the Administrative Agent may assume that the Borrower is making such
payment, and the Administrative Agent may, but shall not be required to, in
reliance upon such assumption, make available to the Lenders or the Foreign
Currency Lenders their respective PRO RATA shares of a corresponding amount. If
such payment is not made to the Administrative Agent by the Borrower within
three Business Days after such due date, the Administrative Agent shall be
entitled to recover, on demand, from each Lender to which any amount which was
made available pursuant to the preceding sentence, such amount with interest
thereon at the rate per annum equal to the daily average Federal Funds Effective
Rate. If such payment is not made to the Administrative Agent by the Borrower
within three Business Days after such due date, the Administrative Agent shall
be entitled to recover, on demand, from each Foreign Currency Lender to which
any amount which was made available pursuant to the preceding sentence, such
amount with interest thereon at a rate per annum reasonably determined by the
Administrative Agent to be the cost to it of funding such amount. Nothing herein
shall be deemed to limit the rights of the Administrative Agent, any Lender or
any Foreign Currency Lender against the Borrower.

       4.9. REQUIREMENTS OF LAW. (a) If the adoption of or any change in any
Requirement of Law or in the interpretation or application thereof or compliance
by any Lender with any request or directive (whether or not having the force of
law) from any central bank or other Governmental Authority made subsequent to
the date hereof:

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                                                                              49


              (i) shall subject any Lender to any tax of any kind whatsoever
       with respect to this Agreement, any Letter of Credit, any Application or
       any Eurocurrency Loan made by it, or change the basis of taxation of
       payments to such Lender in respect thereof (except for Non-Excluded Taxes
       covered by Section 4.10 and changes in the rate of tax on the overall net
       income of such Lender);

              (ii) shall impose, modify or hold applicable any reserve, special
       deposit, compulsory loan or similar requirement against assets held by,
       deposits or other liabilities in or for the account of, advances, loans
       or other extensions of credit by, or any other acquisition of funds by,
       any office of such Lender that is not otherwise included in the
       determination of the Eurocurrency Rate hereunder; or

              (iii) shall impose on such Lender any other condition;

and the result of any of the foregoing is to increase the cost to such Lender,
by an amount that such Lender deems to be material, of making, converting into,
continuing or maintaining Eurocurrency Loans or issuing or participating in
Letters of Credit or participating in Foreign Currency Loans, or to reduce any
amount receivable hereunder in respect thereof, then, in any such case, the
Borrower shall promptly pay such Lender, upon its demand, any additional amounts
necessary to compensate such Lender for such increased cost or reduced amount
receivable. If any Lender becomes entitled to claim any additional amounts
pursuant to this paragraph, it shall promptly notify the Borrower (with a copy
to the Administrative Agent) of the event by reason of which it has become so
entitled.

       (b) If any Lender shall have determined that the adoption of or any
change in any Requirement of Law regarding capital adequacy or in the
interpretation or application thereof or compliance by such Lender or any
corporation controlling such Lender with any request or directive regarding
capital adequacy (whether or not having the force of law) from any Governmental
Authority made subsequent to the date hereof shall have the effect of reducing
the rate of return on such Lender's or such corporation's capital as a
consequence of its obligations hereunder or under or in respect of any Letter of
Credit to a level below that which such Lender or such corporation could have
achieved but for such adoption, change or compliance (taking into consideration
such Lender's or such corporation's policies with respect to capital adequacy)
by an amount deemed by such Lender to be material, then from time to time, after
submission by such Lender to the Borrower (with a copy to the Administrative
Agent) of a written request therefor, the Borrower shall pay to such Lender such
additional amount or amounts as will compensate such Lender or such corporation
for such reduction; PROVIDED that the Borrower shall not be required to
compensate a Lender pursuant to this paragraph for any amounts incurred more
than six months prior to the date that such Lender notifies the Borrower of such
Lender's intention to claim compensation therefor; and PROVIDED, FURTHER, that,
if the circumstances giving rise to such claim have a retroactive effect, then
such six-month period shall be extended to include the period of such
retroactive effect.

       (c) If any Governmental Authority of the jurisdiction of any Foreign
Currency (or any other jurisdiction in which the funding operations of any
Foreign Currency Lender shall be conducted with respect to such Foreign
Currency) shall have in effect any reserve, liquid asset

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                                                                              50


or similar requirement with respect to any category of deposits or liabilities
customarily used to fund loans in such Foreign Currency, or by reference to
which interest rates applicable to loans in such Foreign Currency are
determined, and the result of such requirement shall be to increase the cost to
such Foreign Currency Lender of making or maintaining any Foreign Currency Loan
in such Foreign Currency, and such Foreign Currency Lender shall deliver to the
Borrower a notice requesting compensation under this paragraph, then the
Borrower will pay to such Foreign Currency Lender on each Interest Payment Date
with respect to each affected Foreign Currency Loan an amount that will
compensate such Foreign Currency Lender for such additional cost.

       (d) A certificate as to any additional amounts payable pursuant to this
Section submitted by any Lender to the Borrower (with a copy to the
Administrative Agent) setting forth the basis of calculation of such additional
amounts shall be conclusive in the absence of manifest error. The obligations of
the Borrower pursuant to this Section shall survive the termination of this
Agreement and the payment of the Loans and all other amounts payable hereunder.

       (e) Notwithstanding any other provision of this Agreement, if, (i)(A) the
adoption of any law, rule or regulation after the date of this Agreement, (B)
any change in any law, rule or regulation or in the interpretation or
application thereof by any Governmental Authority after the date of this
Agreement or (C) compliance by any Lender with any request, guideline or
directive (whether or not having the force of law) of any Governmental Authority
made or issued after the date of this Agreement, shall make it unlawful for any
such Foreign Currency Lender to make or maintain any Foreign Currency Loan or to
give effect to its obligations as contemplated hereby with respect to any
Foreign Currency Loan, or (ii) there shall have occurred any change in national
or international financial, political or economic conditions (including the
imposition of or any change in exchange controls, but excluding conditions
otherwise covered by this Section 4.9) which would make it impracticable for any
Foreign Currency Lenders to make or maintain Foreign Currency Loans denominated
in the relevant currency after the date hereof to, or for the account of, the
Borrower, then:

              (i) by written notice to the Borrower and to the Administrative
       Agent, such Foreign Currency Lender or Foreign Currency Lenders may
       declare that Foreign Currency Loans (in the affected currency or
       currencies) will not thereafter (for the duration of such unlawfulness)
       be made by such Foreign Currency Lender or Foreign Currency Lenders
       hereunder (or be continued for additional Interest Periods), whereupon
       any request for a Foreign Currency Loan (in the affected currency or
       currencies) or to continue a Foreign Currency Loan (in the affected
       currency or currencies), as the case may be, for an additional Interest
       Period) shall, as to such Foreign Currency Lender or Foreign Currency
       Lenders only, be of no force and effect, unless such declaration shall be
       subsequently withdrawn; and

              (ii) all outstanding Foreign Currency Loans (in the affected
       currency or currencies), made by such Foreign Currency Lender or Foreign
       Currency Lenders shall be repaid on the last day of the then current
       Interest Period with respect thereto or, if earlier, the date on which
       the applicable notice becomes effective.

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                                                                              51


       (f) For purposes of Section 4.9(e), a notice to the Borrower by any
Foreign Currency Lender shall be effective as to each Foreign Currency Loan made
by such Foreign Currency Lender, if lawful, on the last day of the Interest
Period currently applicable to such Foreign Currency Loan; in all other cases
such notice shall be effective on the date of receipt thereof by the Borrower.

       4.10. TAXES. (a) All payments made by the Borrower under this Agreement
shall be made free and clear of, and without deduction or withholding for or on
account of, any present or future income, stamp or other taxes, levies, imposts,
duties, charges, fees, deductions or withholdings, now or hereafter imposed,
levied, collected, withheld or assessed by any Governmental Authority, excluding
net income taxes and franchise taxes (imposed in lieu of net income taxes)
imposed on any Agent or any Lender as a result of a present or former connection
between such Agent or such Lender and the jurisdiction of the Governmental
Authority imposing such tax or any political subdivision or taxing authority
thereof or therein (other than any such connection arising solely from such
Agent or such Lender having executed, delivered or performed its obligations or
received a payment under, or enforced, this Agreement or any other Loan
Document). If any such non-excluded taxes, levies, imposts, duties, charges,
fees, deductions or withholdings ("NON-EXCLUDED TAXES") or Other Taxes are
required to be withheld from any amounts payable to any Agent or any Lender
hereunder, the amounts so payable to such Agent or such Lender shall be
increased to the extent necessary to yield to such Agent or such Lender (after
payment of all Non-Excluded Taxes and Other Taxes) interest or any such other
amounts payable hereunder at the rates or in the amounts specified in this
Agreement, PROVIDED, HOWEVER, that the Borrower shall not be required to
increase any such amounts payable to any Lender with respect to any Non-Excluded
Taxes (i) that are attributable to such Lender's failure to comply with the
requirements of paragraph (d) or (e) of this Section or (ii) that are United
States withholding taxes imposed on amounts payable to such Lender at the time
such Lender becomes a party to this Agreement or designates a new lending
office, except to the extent that such Lender's assignor (if any) was entitled,
at the time of assignment, to receive additional amounts from the Borrower with
respect to such Non-Excluded Taxes pursuant to this paragraph.

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

       (c) Whenever any Non-Excluded Taxes or Other Taxes are payable by the
Borrower, as promptly as possible thereafter the Borrower shall send to the
Administrative Agent for its own account or for the account of the relevant
Agent or Lender, as the case may be, a certified copy of an original official
receipt received by the Borrower showing payment thereof. If the Borrower fails
to pay any Non-Excluded Taxes or Other Taxes when due to the appropriate taxing
authority or fails to remit to the Administrative Agent the required receipts or
other required documentary evidence, the Borrower shall indemnify the Agents and
the Lenders for any incremental taxes, interest or penalties that may become
payable by any Agent or any Lender as a result of any such failure.

       (d) Each Lender (or Transferee) that is not a "U.S. Person" as defined in
Section 7701(a)(30) of the Code (a "NON-U.S. LENDER") shall deliver to the
Borrower and the

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                                                                              52


Administrative Agent (or, in the case of a Participant, to the Lender from which
the related participation shall have been purchased) two copies of either U.S.
Internal Revenue Service Form W-8BEN or Form W-8ECI, or, in the case of a
Non-U.S. Lender claiming exemption from U.S. federal withholding tax under
Section 871(h) or 881(c) of the Code with respect to payments of "portfolio
interest", a statement substantially in the form of Exhibit G and a Form W-8BEN,
or any subsequent versions thereof or successors thereto, properly completed and
duly executed by such Non-U.S. Lender claiming complete exemption from, or a
reduced rate of, U.S. federal withholding tax on all payments by the Borrower
under this Agreement and the other Loan Documents. Such forms shall be delivered
by each Non-U.S. Lender on or before the date it becomes a party to this
Agreement (or, in the case of any Participant, on or before the date such
Participant purchases the related participation). In addition, each Non-U.S.
Lender shall deliver such forms promptly upon the obsolescence or invalidity of
any form previously delivered by such Non-U.S. Lender. Each Non-U.S. Lender
shall promptly notify the Borrower at any time it determines that it is no
longer in a position to provide any previously delivered certificate to the
Borrower (or any other form of certification adopted by the U.S. taxing
authorities for such purpose). Notwithstanding any other provision of this
paragraph, a Non-U.S. Lender shall not be required to deliver any form pursuant
to this paragraph that such Non-U.S. Lender is not legally able to deliver.

       (e) A Lender that is entitled to an exemption from or reduction of
non-U.S. withholding tax under the law of the jurisdiction in which the Borrower
is located, or any treaty to which such jurisdiction is a party, with respect to
payments under this Agreement shall deliver to the Borrower (with a copy to the
Administrative Agent), at the time or times prescribed by applicable law or
reasonably requested by the Borrower, such properly completed and executed
documentation prescribed by applicable law as will permit such payments to be
made without withholding or at a reduced rate, PROVIDED that such Lender is
legally entitled to complete, execute and deliver such documentation and in such
Lender's judgment such completion, execution or submission would not materially
prejudice the legal position of such Lender.

       (f) The agreements in this Section 4.10 shall survive the termination of
this Agreement and the payment of the Loans and all other amounts payable
hereunder.

       (g) If any Lender or the Administrative Agent receives a refund
attributable to any Non-Excluded Taxes or Other Taxes paid by the Borrower or
for which the Lender or the Administrative Agent has received payment from the
Borrower hereunder, such Lender or the Administrative Agent, within 30 days of
such receipt, shall deliver to the Borrower the amount of such refund (including
any interest paid by the relevant Governmental Authority with respect to such
refund); PROVIDED HOWEVER, that the Borrower agrees to repay the amount paid
over to the Borrower (PLUS any penalties, interest or other charges imposed by
the relevant Governmental Authority) to such Lender or the Administrative Agent
in the event that such Lender or the Administrative Agent is required to repay
such refund to such Governmental Authority. In addition, upon a written request
by the Borrower, any Lender and the Administrative Agent shall timely execute
and deliver to the Borrower such certificates, forms or other documents which
can be reasonably furnished consistent with the facts to assist the Borrower in
applying for refunds of Non-Excluded Taxes or Other Taxes remitted hereunder,
unless to do so will unduly prejudice or cause undue hardship to such Lender or
the Administrative Agent (as determined in

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                                                                              53


the reasonable discretion of such Lender or the Administrative Agent). This
paragraph shall not be construed to require any Lender or the Administrative
Agent to make available its tax returns (or any other information relating to
its Taxes that it deems confidential) to the Borrower or any other Person.

       4.11. INDEMNITY. The Borrower agrees to indemnify each Lender and to hold
each Lender harmless from any loss or expense that such Lender may sustain or
incur as a consequence of (a) default by the Borrower in making a borrowing of,
conversion into or continuation of Eurocurrency Loans after the Borrower has
given a notice requesting the same in accordance with the provisions of this
Agreement, (b) default by the Borrower in making any prepayment of or conversion
from Eurocurrency Loans after the Borrower has given a notice thereof in
accordance with the provisions of this Agreement or (c) the making of a
prepayment of Eurocurrency Loans or the conversion of Eurocurrency Loans
pursuant to Section 3.18(a), in each case, on a day that is not the last day of
an Interest Period with respect thereto. Such indemnification may include an
amount equal to the excess, if any, of (i) the amount of interest that would
have accrued on the amount so prepaid, or not so borrowed, converted or
continued, for the period from the date of such prepayment or of such failure to
borrow, convert or continue to the last day of such Interest Period (or, in the
case of a failure to borrow, convert or continue, the Interest Period that would
have commenced on the date of such failure) in each case at the applicable rate
of interest for such Loans provided for herein (excluding, however, the
Applicable Margin included therein, if any) over (ii) the amount of interest (as
reasonably determined by such Lender) that would have accrued to such Lender on
such amount by placing such amount on deposit for a comparable period with
leading banks in the interbank Eurocurrency market. A certificate as to any
amounts payable pursuant to this Section submitted to the Borrower by any Lender
shall be conclusive in the absence of manifest error. This covenant shall
survive the termination of this Agreement and the payment of the Loans and all
other amounts payable hereunder.

       4.12. CHANGE OF LENDING OFFICE. Each Lender agrees that, upon the
occurrence of any event giving rise to the operation of Section 4.9, 4.10(a) or
4.10(b) with respect to such Lender, it will, if requested by the Borrower, use
reasonable efforts (subject to overall policy considerations of such Lender) to
designate another lending office for any Loans affected by such event with the
object of avoiding the consequences of such event; PROVIDED, that such
designation is made on terms that, in the sole judgment of such Lender, cause
such Lender and its lending office(s) to suffer no economic, legal or regulatory
disadvantage, and PROVIDED, FURTHER, that nothing in this Section shall affect
or postpone any of the obligations of the Borrower or the rights of any Lender
pursuant to Section 4.9, 4.10(a) or 4.10(b).

       4.13. REPLACEMENT OF LENDERS. The Borrower shall be permitted to replace
any Lender that (a) requests reimbursement for amounts owing pursuant to Section
4.9, 4.10(a) or 4.10(b) or (b) defaults in its obligation to make Loans
hereunder, with a replacement financial institution; PROVIDED that (i) such
replacement does not conflict with any Requirement of Law, (ii) no Event of
Default shall have occurred and be continuing at the time of such replacement,
(iii) prior to any such replacement, such Lender shall have taken no action
under Section 4.12 so as to eliminate the continued need for payment of amounts
owing pursuant to Section 4.9, 4.10(a) or 4.10(b), (iv) the replacement
financial institution shall purchase, at par, all Loans and

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                                                                              54


other amounts owing to such replaced Lender on or prior to the date of
replacement, (v) the Borrower shall be liable to such replaced Lender under
Section 4.11 if any Eurocurrency Loan owing to such replaced Lender shall be
purchased other than on the last day of the Interest Period relating thereto,
(vi) the replacement financial institution, if not already a Lender, shall be
reasonably satisfactory to the Administrative Agent, (vii) the replaced Lender
shall be obligated to make such replacement in accordance with the provisions of
Section 11.6, (viii) until such time as such replacement shall be consummated,
the Borrower shall pay all additional amounts (if any) required pursuant to
Section 4.9, 4.10(a) or 4.10(b), as the case may be, and (ix) any such
replacement shall not be deemed to be a waiver of any rights that the Borrower,
the Administrative Agent or any other Lender shall have against the replaced
Lender.

       4.14. EVIDENCE OF DEBT. (a) Each Lender shall maintain in accordance with
its usual practice an account or accounts evidencing indebtedness of the
Borrower to such Lender resulting from each Loan of such Lender from time to
time, including the amounts of principal and interest payable and paid to such
Lender from time to time under this Agreement.

       (b) The Administrative Agent, on behalf of the Borrower, shall maintain
the Register pursuant to Section 11.6(b), and a subaccount therein for each
Lender, in which shall be recorded (i) the amount of each Loan made hereunder
and any Note evidencing such Loan, the Type of such Loan and each Interest
Period applicable thereto, (ii) the amount of any principal or interest due and
payable or to become due and payable from the Borrower to each Lender hereunder
and (iii) both the amount of any sum received by the Administrative Agent
hereunder from the Borrower and each Lender's share thereof.

       (c) The entries made in the Register and the accounts of each Lender
maintained pursuant to Section 4.14(a) shall, to the extent permitted by
applicable law, be PRIMA FACIE evidence of the existence and amounts of the
obligations of the Borrower therein recorded; PROVIDED, HOWEVER, that the
failure of any Lender or the Administrative Agent to maintain the Register or
any such account, or any error therein, shall not in any manner affect the
obligation of the Borrower to repay (with applicable interest) the Loans made to
the Borrower by such Lender in accordance with the terms of this Agreement.

       (d) The Borrower agrees that, upon the request to the Administrative
Agent by any Lender, the Borrower will execute and deliver to such Lender a
promissory note of the Borrower evidencing any Tranche C Term Loans, Revolving
Credit Loans or Swingline Loans, as the case may be, of such Lender,
substantially in the forms of Exhibit H-1, H-2 or I, respectively, with
appropriate insertions as to date and principal amount.

       4.15. ILLEGALITY. Notwithstanding any other provision herein, if the
adoption of or any change in any Requirement of Law or in the interpretation or
application thereof shall make it unlawful for any Lender to make or maintain
Eurocurrency Loans as contemplated by this Agreement, (a) the commitment of such
Lender hereunder to make Eurocurrency Loans, continue Eurocurrency Loans as such
and convert Base Rate Loans to Eurocurrency Loans shall forthwith be canceled
and (b) such Lender's Loans then outstanding as Eurocurrency Loans, if any,
shall be converted automatically to Base Rate Loans on the respective last days
of the then current Interest Periods with respect to such Loans or within such
earlier period as required by

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law. If any such conversion of a Eurocurrency Loan occurs on a day which is not
the last day of the then current Interest Period with respect thereto, the
Borrower shall pay to such Lender such amounts, if any, as may be required
pursuant to Section 4.11.

       4.16. FOREIGN CURRENCY EXCHANGE RATE. (a) No later than 1:00 P.M., New
York City time, on each Calculation Date with respect to a Foreign Currency, the
Administrative Agent shall determine the Exchange Rate as of such Calculation
Date with respect to such Foreign Currency, PROVIDED that, upon receipt of a
borrowing request pursuant to Section 3.16 or a request for a Letter of Credit
denominated in a Foreign Currency pursuant to Section 3.8, the Administrative
Agent shall determine the Exchange Rate with respect to the relevant Foreign
Currency in accordance with the foregoing (it being acknowledged and agreed that
the Administrative Agent shall use such Exchange Rate for the purposes of
determining compliance with Section 3.15 with respect to such borrowing request
or Application). The Exchange Rates so determined shall become effective on the
first Business Day immediately following the relevant Calculation Date (a "RESET
DATE"), shall remain effective until the next succeeding Reset Date and shall
for all purposes of this Agreement (other than Section 3.18(a), 4.7, 11.18 or
any other provision expressly requiring the use of a current Exchange Rate) be
the Exchange Rates employed in converting any amounts between Dollars and
Foreign Currencies.

       (b) No later than 5:00 P.M., New York City time, on each Reset Date and
each Borrowing Date with respect to Foreign Currency Loans, the Administrative
Agent shall determine the aggregate amount of the Dollar Equivalents of the
principal amounts of the Foreign Currency Loans then outstanding (after giving
effect to any Foreign Currency Loans to be made or repaid on such date and the
aggregate amount of the L/C Obligations then outstanding).

       (c) The Administrative Agent shall promptly notify the Borrower of each
determination of an Exchange Rate hereunder.

                    SECTION 5. REPRESENTATIONS AND WARRANTIES

       To induce the Agents and the Lenders to enter into this Agreement and to
make the Loans and issue or participate in the Letters of Credit, the Borrower
hereby represents and warrants to each Agent and each Lender that:

         5.1. FINANCIAL CONDITION. (a) The audited consolidated balance
sheets of the Borrower and its consolidated Subsidiaries as at December 31, 2001
and December 31, 2002, and the related consolidated statements of income and of
cash flows for the fiscal years ended on such dates, as amended or restated
prior to the Effective Date, reported on by and accompanied by an unqualified
report from KPMG LLP, present fairly the consolidated financial condition of the
Borrower and its consolidated Subsidiaries as at such date, and the consolidated
results of its operations and its consolidated cash flows for the respective
fiscal years then ended. The unaudited consolidated balance sheet of the
Borrower and its consolidated Subsidiaries as at June 30, 2003, and the related
unaudited consolidated statements of income and cash flows for the six-month
period ended on such date, present fairly the consolidated financial condition
of the Borrower and its consolidated Subsidiaries as at such date, and the
consolidated results of its

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operations and its consolidated cash flows for the six-month period then ended
(subject to normal year-end audit adjustments). All such financial statements,
including the related schedules and notes thereto, have been prepared in
accordance with GAAP applied consistently throughout the periods involved
(except as approved by the aforementioned firm of accountants and disclosed
therein). No Group Member has any material Guarantee Obligations, contingent
liabilities and liabilities for taxes, or any long-term leases or unusual
forward or long-term commitments, including any interest rate or foreign
currency swap or exchange transaction or other obligation in respect of
derivatives, that are not reflected in the most recent financial statements
referred to in this paragraph or disclosed in Sections 5.2 through 5.22. During
the period from December 31, 2002 to and including the date hereof there has
been no Disposition by the Borrower and its consolidated Subsidiaries of any
material part of its business or property.

       (b) The audited consolidated balance sheet of the Target and its
consolidated Subsidiaries for the nine months ended September 28, 2002 and the
related consolidated statements of income and of cash flows for the nine-month
period ended on such date, reported on by and accompanied by an unqualified
report from Deloitte & Touche LLP, present fairly the consolidated financial
condition of the Target and its consolidated Subsidiaries as at such date, and
the consolidated results of its operations and its consolidated cash flows for
the nine-month period then ended. The reviewed unaudited balance sheet of the
Target and its consolidated Subsidiaries as at June 28, 2003, and the related
reviewed unaudited consolidated statement of income and cash flows for the
nine-month period ended on such date, present fairly the consolidated financial
condition of the Target and its consolidated Subsidiaries as of such date, and
the consolidated results of its operations and its consolidated cash flows for
the nine-month period then ended (subject to normal year-end adjustments).

       5.2. NO CHANGE. Since December 31, 2002 there has been no development or
event that has had or could reasonably be expected to have a Material Adverse
Effect.

       5.3. CORPORATE EXISTENCE; COMPLIANCE WITH LAW. Each Group Member (a) is
duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, (b) has the power and authority, and the legal
right, to own and operate its property, to lease the property it operates as
lessee and to conduct the business in which it is currently engaged, (c) is duly
qualified as a foreign corporation and in good standing under the laws of each
jurisdiction where its ownership, lease or operation of property or the conduct
of its business requires such qualification, except to the extent that the
failure to so qualify could not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect and (d) is in compliance with all
Requirements of Law except to the extent that the failure to comply therewith
could not, in the aggregate, reasonably be expected to have a Material Adverse
Effect.

       5.4. POWER; AUTHORIZATION; ENFORCEABLE OBLIGATIONS. Each Loan Party has
the power and authority, and the legal right, to make, deliver and perform the
Loan Documents to which it is a party and, in the case of the Borrower, to
obtain extensions of credit hereunder. Each Loan Party has taken all necessary
organizational action to authorize the execution, delivery and performance of
the Loan Documents to which it is a party and, in the case of the Borrower, to
authorize the extensions of credit on the terms and conditions of this
Agreement. No consent or authorization of, filing with, notice to or other act
by or in respect of, any

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Governmental Authority or any other Person is required in connection with the
Acquisition or the Refinancing and the extensions of credit hereunder or with
the execution, delivery, performance, validity or enforceability of this
Agreement or any of the Loan Documents, except (i) consents, authorizations,
filings and notices described in Schedule 5.4, which consents, authorizations,
filings and notices have been obtained or made and are in full force and effect
and (ii) the filings referred to in Section 5.19. Each Loan Document has been
duly executed and delivered on behalf of each Loan Party party thereto. This
Agreement constitutes, and each other Loan Document upon execution will
constitute, a legal, valid and binding obligation of each Loan Party party
thereto, enforceable against each such Loan Party in accordance with its terms,
except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law).

       5.5. NO LEGAL BAR. The execution, delivery and performance of this
Agreement and the other Loan Documents, the issuance of Letters of Credit, the
borrowings hereunder and the use of the proceeds thereof will not violate any
Requirement of Law or any Contractual Obligation of any Group Member and will
not result in, or require, the creation or imposition of any Lien on any of
their respective properties or revenues pursuant to any Requirement of Law or
any such Contractual Obligation (other than the Liens created by the Security
Documents). No Requirement of Law or Contractual Obligation applicable to the
Borrower or any of its Subsidiaries could reasonably be expected to have a
Material Adverse Effect.

       5.6. LITIGATION. Except as described on Schedule 5.6, no litigation,
investigation or proceeding of or before any arbitrator or Governmental
Authority is pending or, to the knowledge of the Borrower, threatened by or
against any Group Member or against any of their respective properties or
revenues (a) with respect to any of the Loan Documents or any of the
transactions contemplated hereby or thereby, or (b) that could reasonably be
expected to have a Material Adverse Effect.

       5.7. NO DEFAULT. No Group Member is in default under or with respect to
any of its Contractual Obligations in any respect that could reasonably be
expected to have a Material Adverse Effect. No Default or Event of Default has
occurred and is continuing.

       5.8. OWNERSHIP OF PROPERTY; LIENS. Each Group Member has title in fee
simple to, or a valid leasehold interest in, all its real property material to
its business, and, to its knowledge, good title to, or a valid leasehold
interest in, all its other property, and none of such property is subject to any
Lien except as permitted by Section 8.3, and as set forth on Schedule B to each
Title Policy.

       5.9. INTELLECTUAL PROPERTY. Each Group Member owns, or is licensed to
use, all material Intellectual Property necessary for the conduct of its
business as currently conducted. No claim has been asserted and is pending by
any Person challenging or questioning the use of any Intellectual Property or
the validity or effectiveness of any Intellectual Property, nor does the
Borrower know of any valid basis for any such claim, except such claims that,
individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect. To the

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knowledge of the Borrower, the use of Intellectual Property by each Group Member
does not infringe on the rights of any Person in any material respect.

       5.10. TAXES. Each Group Member has filed or caused to be filed all
Federal, state and other material tax returns that are required to be filed and
has paid all taxes shown to be due and payable on said returns or on any
assessments made against it or any of its property and all other taxes, fees or
other charges imposed on it or any of its property by any Governmental Authority
(other than any taxes the amount or validity of which are currently being
contested in good faith by appropriate proceedings and with respect to which
reserves in conformity with GAAP have been provided on the books of the relevant
Group Member); no tax Lien has been filed, and, to the knowledge of the
Borrower, no claim is being asserted, with respect to any such tax, fee or other
charge.

       5.11. FEDERAL REGULATIONS. No part of the proceeds of any Loans, and no
other extensions of credit hereunder, will be used for "buying" or "carrying"
any "margin stock" within the respective meanings of each of the quoted terms
under Regulation U as now and from time to time hereafter in effect or for any
purpose that violates the provisions of the Regulations of the Board. If
requested by any Lender or the Administrative Agent, the Borrower will furnish
to the Administrative Agent and each Lender a statement to the foregoing effect
in conformity with the requirements of FR Form G-3 or FR Form U-1, as
applicable, referred to in Regulation U.

       5.12. LABOR MATTERS. Except as, in the aggregate, could not reasonably be
expected to have a Material Adverse Effect: (a) there are no strikes or other
labor disputes against any Group Member pending or, to the knowledge of the
Borrower, threatened; (b) hours worked by and payment made to employees each
Group Member have not been in violation of the Fair Labor Standards Act or any
other applicable Requirement of Law dealing with such matters; and (c) all
payments due from any Group Member on account of employee health and welfare
insurance have been paid or accrued as a liability on the books of the relevant
Group Member.

       5.13. ERISA. Neither a Reportable Event nor an "accumulated funding
deficiency" (within the meaning of Section 412 of the Code or Section 302 of
ERISA) has occurred during the five-year period prior to the date on which this
representation is made or deemed made with respect to any Plan, and each Plan
has complied in all material respects with the applicable provisions of ERISA
and the Code. No termination of a Single Employer Plan has occurred, and no Lien
in favor of the PBGC or a Plan has arisen, during such five-year period that
would result in a material liability. The present value of all accrued benefits
under each Single Employer Plan (based on those assumptions used to fund such
Plans) did not, as of the last annual valuation date prior to the date on which
this representation is made or deemed made, exceed the value of the assets of
such Plan allocable to such accrued benefits by a material amount in relation to
the business of the Borrower. Neither the Borrower nor any Commonly Controlled
Entity has had a complete or partial withdrawal from any Multiemployer Plan that
has resulted or could reasonably be expected to result in a material liability
under ERISA, and neither the Borrower nor any Commonly Controlled Entity would
become subject to any material liability under ERISA if the Borrower or any such
Commonly Controlled Entity were to

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                                                                              59


withdraw completely from all Multiemployer Plans as of the valuation date most
closely preceding the date on which this representation is made or deemed made.
No such Multiemployer Plan is in Reorganization or Insolvent.

       5.14. INVESTMENT COMPANY ACT; OTHER REGULATIONS. No Loan Party is an
"investment company", or a company "controlled" by an "investment company",
within the meaning of the Investment Company Act of 1940, as amended. No Loan
Party is subject to regulation under any Requirement of Law (other than
Regulation X of the Board) that limits its ability to incur Indebtedness.

       5.15. SUBSIDIARIES. Except as disclosed to the Administrative Agent by
the Borrower in writing from time to time after the Effective Date, (a) Schedule
5.15(a) sets forth the name and jurisdiction of incorporation of each Subsidiary
and, as to each such Subsidiary, the percentage of each class of Capital Stock
owned by any Loan Party and (b) there are no outstanding subscriptions, options,
warrants, calls, rights or other agreements or commitments (other than stock
options granted to employees, directors or other persons and directors'
qualifying shares) of any nature relating to any Capital Stock of the Borrower
or any Subsidiary, except as created by the Loan Documents or, as of the
Effective Date, except as disclosed on Schedule 5.15(b).

       5.16. USE OF PROCEEDS. The proceeds of the Tranche C Term Loans shall be
used to finance the Acquisition and the Refinancing, to pay fees and expenses
related thereto and for general corporate purposes of the Borrower and its
Subsidiaries. The proceeds of the Revolving Loans shall be used, together with
the proceeds of the Swingline Loans and the Letters of Credit, for general
corporate purposes of the Borrower and its Subsidiaries. The proceeds of the
Foreign Currency Loans shall be used for general corporate purposes of the
Borrower and its Subsidiaries.

       5.17. ENVIRONMENTAL MATTERS. Except as, in the aggregate, could not
reasonably be expected to have a Material Adverse Effect:

              (a) the facilities and properties owned, leased or operated by any
       Group Member (the "SUBJECT PROPERTIES") do not contain, and have not
       previously contained, any Materials of Environmental Concern in amounts
       or concentrations or under circumstances that constitute or constituted a
       violation of, or could reasonably be expected to give rise to liability
       under, any applicable Environmental Law;

              (b) no Group Member has received or is aware of any notice of
       violation, alleged violation, non-compliance, liability or potential
       liability regarding environmental matters or compliance with
       Environmental Laws with regard to any of the Subject Properties or the
       business operated by any Group Member (the "BUSINESS"), nor does the
       Borrower have knowledge or reason to believe that any such notice will be
       received or is being threatened;

              (c) Materials of Environmental Concern have not been transported
       or disposed of from the Subject Properties in violation of, or in a
       manner or to a location that could

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                                       60


       reasonably be expected to give rise to liability under, any applicable
       Environmental Law, nor have any Materials of Environmental Concern been
       generated, treated, stored or disposed of at, on or under any of the
       Subject Properties in violation of, or in a manner that could reasonably
       be expected to give rise to liability under, any applicable Environmental
       Law;

              (d) no judicial proceeding or governmental or administrative
       action is pending or, to the knowledge of the Borrower, threatened, under
       any Environmental Law to which any Group Member is or, to the knowledge
       of the Borrower, will be named as a party with respect to the Subject
       Properties or the Business, 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 Subject Properties or the Business;

              (e) there has been no release or threat of release of Materials of
       Environmental Concern at or from the Subject Properties, or arising from
       or related to the operations of any Group Member in connection with the
       Subject Properties or otherwise in connection with the Business, in
       violation of or in amounts or in a manner that could reasonably be
       expected to give rise to liability under any applicable Environmental
       Laws;

              (f) the Subject Properties and all operations at the Subject
       Properties are in compliance, and have in the last five years been in
       compliance, with all applicable Environmental Laws, and there is no
       violation of any applicable Environmental Law with respect to the Subject
       Properties or the Business; and

              (g) no Group Member has assumed or retained any liability of any
       other Person under Environmental Laws.

       5.18. ACCURACY OF INFORMATION, ETC. No statement or information contained
in this Agreement, any other Loan Document, the Confidential Information
Memorandum or any other document, certificate or statement furnished by or on
behalf of any Loan Party to the Administrative Agent or the Lenders, or any of
them, for use in connection with the transactions contemplated by this Agreement
or the other Loan Documents, contained as of the date such statement,
information, document or certificate was so furnished (or, in the case of the
Confidential Information Memorandum, as of the date of this Agreement), any
untrue statement of a material fact or omitted to state a material fact
necessary to make the statements contained herein or therein not misleading. The
projections contained in the materials referenced above are based upon good
faith estimates and assumptions believed by management of the Borrower to be
reasonable at the time made, it being recognized by the Lenders that such
financial information as it relates to future events is not to be viewed as fact
and that actual results during the period or periods covered by such financial
information may differ from the projected results set forth therein by a
material amount. There is no fact known to any Loan Party that could reasonably
be expected to have a Material Adverse Effect that has not been expressly
disclosed herein, in the other Loan Documents, in the Confidential Information
Memorandum or in any other documents, certificates and statements furnished to
the Administrative Agent and the Lenders for use in connection with the
transactions contemplated hereby and by the other Loan Documents.

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                                                                              61


       5.19. SECURITY DOCUMENTS. (a) The Guarantee and Collateral Agreement is
effective to create in favor of the Administrative Agent, for the benefit of the
Lenders, a legal, valid and enforceable security interest in the Collateral
described therein and proceeds thereof. In the case of the Pledged Stock of the
Target and its Subsidiaries described in the Guarantee and Collateral Agreement,
when stock certificates representing such Pledged Stock are delivered to the
Administrative Agent or such other action is taken with respect to Pledged Stock
of Foreign Subsidiaries as specified in the Guarantee and Collateral Agreement,
and in the case of the Collateral owned by the Target and its Subsidiaries
described in the Guarantee and Collateral Agreement, when financing statements
and other filings specified on Schedule 5.19(a) in appropriate form are filed in
the offices specified on Schedule 5.19(a) for the Target and its Subsidiaries,
the Guarantee and Collateral Agreement shall constitute a fully perfected Lien
on, and security interest in, all right, title and interest of the Target and
its Subsidiaries in such Collateral and the proceeds thereof, as security for
the Obligations (as defined in the Guarantee and Collateral Agreement), in each
case prior and superior in right to any other Person (except, in the case of
Collateral other than Pledged Stock, Liens permitted by Section 8.3). In the
case of the Pledged Stock described in the Guarantee and Collateral Agreement
(other than the Pledged Stock of the Target and its Subsidiaries) stock
certificates representing such Pledged Stock having been delivered to the
Administrative Agent, together with proper endorsements executed in blank and
such other action having been taken with respect to Pledged Stock of Foreign
Subsidiaries as specified in the Guarantee and Collateral Agreement, and in the
case of the other Collateral described in the Guarantee and Collateral Agreement
(other than Collateral owned by the Target and its Subsidiaries), financing
statements specified on Schedule 5.19(a) having been filed in the offices
specified on Schedule 5.19(a), the Guarantee and Collateral Agreement
constitutes a fully perfected Lien on, and security interest in, all right,
title and interest of the Loan Parties in such Collateral and the proceeds
thereof, as security for the Obligations (as defined in the Guarantee and
Collateral Agreement), in each case prior and superior in right to any other
Person (except, in the case of Collateral other than Pledged Stock, Liens
permitted by Section 8.3).

       (b) Each Mortgage (as amended by the respective Mortgage Amendment) is
effective to create in favor of the Administrative Agent, for the benefit of the
Lenders (as defined in the Guarantee and Collateral Agreement), a legal, valid
and enforceable Lien on the Mortgaged Properties described therein and proceeds
thereof, and when the Mortgages or Mortgage Amendments, as applicable, are filed
in the offices specified on Schedule 5.19(b), such Mortgage or Existing Mortgage
(as amended by the respective Mortgage Amendment), as the case may be, shall
constitute a fully perfected Lien on, and security interest in, all right, title
and interest of the Loan Parties in such Mortgaged Properties and the proceeds
thereof, as security for the Obligations (as defined in the relevant Mortgage or
Existing Mortgage (as amended by the respective Mortgage Amendment)), in each
case prior and superior in right to any other Person, subject to the exceptions
set forth on Schedule B to the applicable Title Policy and the Liens permitted
under Section 8.3. Schedule 1.1(a) lists each parcel of real property in the
United States owned in fee simple by the Borrower or any of its Subsidiaries as
of the Effective Date.

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                                                                              62


       5.20. SOLVENCY. Each Loan Party is, and after giving effect to the
Acquisition and the Refinancing and the incurrence of all Indebtedness and
obligations being incurred in connection herewith and therewith will be and will
continue to be, Solvent.

       5.21. SENIOR INDEBTEDNESS. The Obligations (x) constitute "Senior Debt"
and "Designated Senior Debt" of the Borrower under and as defined in the Senior
Subordinated Note Indenture and (y) are the only existing "Designated Senior
Debt" under the Senior Subordinated Note Indenture. The obligations of each
Subsidiary Guarantor under the Guarantee and Collateral Agreement constitute
"GUARANTOR SENIOR DEBT" of such Subsidiary Guarantor under and as defined in the
Senior Subordinated Note Indenture.

       5.22. REGULATION H. As of the Effective Date, except as specified on
Schedule 5.22, no Mortgage encumbers improved real property that is located in
an area that has been identified by the Secretary of Housing and Urban
Development as an area having special flood hazards and in which flood insurance
has been made available under the National Flood Insurance Act of 1968.

       5.23. MATERIAL CONTRACTS. (a) As of the Effective Date, (i) each Material
Contract is in full force and effect and is a legal, valid and binding
obligation of each party thereto enforceable in accordance with its terms and
(ii) no Group Member is in default of any material provision of any Material
Contract.

       (b) To the best knowledge of the Borrower, (i) there has been no default,
breach or other violation of any Material Contract and (ii) no Governmental
Authority has any basis for terminating any Material Contract other than
customary termination provisions relating to convenience and other similar
provisions, except, in each case, as could not reasonably be expected to have a
Material Adverse Effect.

       (c) To the best knowledge of the Borrower, no Governmental Authority has
delivered notice of or otherwise demonstrated its intention to exercise its
option to terminate a Material Contract on the basis of clause (b)(ii) above
between itself and any of the Group Members, except for any such termination
that could not reasonably be expected to have a Material Adverse Effect.

       (d) Schedule 5.23 sets forth each material contract between any Group
Member and any Governmental Authority in effect on the Effective Date.

                         SECTION 6. CONDITIONS PRECEDENT

       6.1. CONDITIONS TO INITIAL EXTENSION OF CREDIT. The agreement of each
Lender to make the initial extension of credit requested to be made by it is
subject to the satisfaction, prior to or concurrently with the making of such
extension of credit on the Effective Date (but in any event no later than March
31, 2004), of the following conditions precedent:

              (a) CREDIT AGREEMENT; GUARANTEE AND COLLATERAL AGREEMENT. The
       Syndication Agent shall have received (i) this Agreement executed and
       delivered by each Agent and

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                                                                              63


       the Borrower, (ii) the Guarantee and Collateral Agreement, executed and
       delivered by the Borrower and each Subsidiary Guarantor, (iii) an
       Acknowledgment and Consent in the form attached to the Guarantee and
       Collateral Agreement, executed and delivered by each Issuer (as defined
       therein), if any, that is not a Loan Party, (iv) with respect to each
       Tranche C Term Lender, either (x) an Addendum executed and delivered by
       such Tranche C Term Lender and accepted by the Borrower or (y) a
       Conversion Notice delivered by such Lender pursuant to Section 2.1(b) and
       (v) with respect to each Revolving Lender which is providing a portion of
       the Revolving Commitment Increase, an Addendum executed and delivered by
       such Revolving Lender.

              (b) REQUIRED LENDERS UNDER EXISTING CREDIT AGREEMENT. The
       Syndication Agent shall have received written consents from Lenders (as
       defined in the Existing Credit Agreement) which constitute Required
       Lenders (as defined in the Existing Credit Agreement) under the Existing
       Credit Agreement to the execution and delivery of this Agreement and the
       consummation of the transactions contemplated hereby (it being agreed
       that the execution of a Lender Addendum or the delivery of a Conversion
       Notice by a Lender shall constitute such written consent).

              (c) ACQUISITION, ETC. The following transactions shall have been
       consummated:

                     (i) the Acquisition shall have been consummated in all
              material respects in accordance with all applicable law and the
              Acquisition Agreement, and no material provision thereof shall
              have been amended, waived or otherwise modified without the prior
              written consent of the Syndication Agent;

                     (ii) the Acquisition shall have been consummated for
              aggregate consideration not exceeding $143,000,000 (PLUS the
              assumption of, or issuance of indemnities related to, a letter of
              credit, certain Guarantee Obligations and up to $58,000,000 of
              surety bonds and up to $5,000,000 of other Indebtedness and
              subject to post-closing working capital adjustments described in
              the Acquisition Agreement) pursuant to the Acquisition Agreement;

                     (iii) the Syndication Agent shall have received
              satisfactory evidence that all the existing Indebtedness of the
              Target and its Subsidiaries shall be repaid in connection with the
              Acquisition (other than the assumption of, or issuance of
              indemnities related to, a letter of credit, certain Guarantee
              Obligations and up to $58,000,000 of surety bonds and other
              assumed Indebtedness in a principal amount not exceeding
              $5,000,000); and

                     (iv) the Administrative Agent and the Syndication Agent
              shall be satisfied that the Consolidated EBITDA of the Target and
              its Subsidiaries for the twelve-month period most recently ended
              prior to the Effective Date for which the relevant financial
              information is available (which may be unaudited) shall equal at
              least $25,0000,000 from planned continuing operations, and the
              Borrower shall have provided support for such calculation of a
              nature that is satisfactory to the Syndication Agent (and, in any
              event, in conformity with Regulation S-X).

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              (d) FINANCIAL STATEMENTS. (i) The Lenders shall have received (x)
       audited consolidated financial statements of the Borrower and its
       consolidated Subsidiaries for the 2001 and 2002 fiscal years and (y)
       unaudited interim consolidated financial statements of the Borrower and
       its consolidated Subsidiaries for each quarterly period ended subsequent
       to the date of the latest applicable financial statements delivered
       pursuant to clause (x) of this paragraph as to which such financial
       statements are available, and such financial statements shall not, in the
       reasonable judgment of the Lenders, reflect any material adverse change
       in the consolidated financial condition of the Borrower and its
       consolidated Subsidiaries, as reflected in the financial statements or
       projections contained in the Confidential Information Memorandum (such
       receipt and judgment to be evidenced by such Lender's execution of this
       Agreement).

                     (ii) The Lenders shall have received (a) the audited
              consolidated financial statements of the Target and its
              consolidated Subsidiaries for the nine months ended September 28,
              2002 and (b) the reviewed financial statements of the Target for
              the nine months ended June 28, 2003.

              (e) APPROVALS. All governmental and third party approvals
       (including landlords' and other consents) necessary or advisable in
       connection with the Acquisition, the Refinancing and the transactions
       contemplated hereby shall have been obtained and be in full force and
       effect, and all applicable waiting periods shall have expired without any
       action being taken or threatened by any competent authority that would
       restrain, prevent or otherwise impose material adverse conditions on the
       Acquisition, the Refinancing or the financing contemplated hereby.

              (f) LIEN SEARCHES. The Syndication Agent and the Administrative
       Agent shall have received the results of a recent lien search in each of
       the jurisdictions where assets of the Target and its Subsidiaries are
       located, and such search shall reveal no liens on any of the assets of
       the Target and its Subsidiaries except for liens permitted by Section 8.3
       or discharged on or prior to the Effective Date pursuant to documentation
       satisfactory to the Syndication Agent and the Administrative Agent.

              (g) FEES. (i) Unless otherwise agreed by the relevant Revolving
       Lender (as defined in the Existing credit Agreement), the Administrative
       Agent shall have received for the account of each Revolving Lender (as
       defined under the Existing Credit Agreement) that executes and delivers a
       Lender Addendum prior to 5:00 P.M., on November 3, 2003 a fee equal to
       0.125% of such Lender's Revolving Commitment (as defined in the Existing
       Credit Agreement) on the Effective Date.

                     (ii) The Lenders and the Agents shall have received all
              fees required to be paid in respect of this Agreement, and all
              expenses for which invoices have been presented (including the
              reasonable fees and expenses of legal counsel) in respect of this
              Agreement, on or before the Effective Date. All such amounts will
              be paid with proceeds of Loans made on the Effective Date and will
              be reflected in the funding instructions given by the Borrower to
              the Syndication Agent on or before the Effective Date.

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                  (h) CLOSING CERTIFICATES. The Syndication Agent shall have
         received (i) a certificate of each Loan Party, dated the Effective
         Date, substantially in the form of Exhibit C, with appropriate
         insertions and attachments and (ii) a certificate of the Borrower,
         dated the Effective Date, certifying that the representations set forth
         in Section 5.23 are true and correct on and as of the Effective Date
         without giving effect to the Material Adverse Effect qualifications set
         forth therein.

              (i) LEGAL OPINIONS. The Syndication Agent shall have received the
       following executed legal opinions:

                     (i) the legal opinion of Kramer Levin Naftalis & Frankel
              LLP, counsel to the Borrower and its Subsidiaries, substantially
              in the form of Exhibit F-1;

                     (ii) the legal opinion of Martin E. Schloss, general
              counsel of the Borrower and its Subsidiaries, substantially in the
              form of Exhibit F-2;

                     (iii) the legal opinion of local counsel in each of Georgia
              and Connecticut and of such other special and local counsel as may
              be required by the Syndication Agent.

       Each such legal opinion shall cover such other matters incident to the
       transactions contemplated by this Agreement as the Syndication Agent may
       reasonably require.

              (j) PLEDGED STOCK; STOCK POWERS; PLEDGED NOTES. The Administrative
       Agent shall have received, to the extent not previously delivered, (i)
       the certificates representing the shares of Capital Stock pledged
       pursuant to the Guarantee and Collateral Agreement, together with an
       undated stock power for each such certificate executed in blank by a duly
       authorized officer of the pledgor thereof and (ii) each promissory note
       (if any) pledged to the Administrative Agent pursuant to the Guarantee
       and Collateral Agreement endorsed (without recourse) in blank (or
       accompanied by an executed transfer form in blank) by the pledgor thereof
       or such other action is taken with respect to Pledged Stock of Foreign
       Subsidiaries as specified in the Guarantee and Collateral Agreement.

              (k) FILINGS, REGISTRATIONS AND RECORDINGS. To the extent not
       previously delivered, each document (including any Uniform Commercial
       Code financing statement) required by the Security Documents or under law
       or reasonably requested by the Syndication Agent or the Administrative
       Agent to be filed, registered or recorded in order to create in favor of
       the Administrative Agent, for the benefit of the Lenders, a perfected
       Lien on the Collateral described therein, prior and superior in right to
       any other Person (other than with respect to Liens expressly permitted by
       Section 8.3), shall be in proper form for filing, registration or
       recordation.

              (l) MORTGAGES, ETC. (i) The Syndication Agent shall have received
       a Mortgage Amendment with respect to each Mortgaged Property, executed
       and delivered by a duly authorized officer of each party thereto.

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                     (ii) In respect of each Existing Title Policy, an
              endorsement or endorsements (collectively, the "ENDORSEMENTS") or
              marked up unconditional binder for the issuance of such
              Endorsements dated on or about the Effective Date. Each of the
              Endorsements shall modify the relevant Existing Title Policy to
              (A) insure that the Existing Mortgage (as amended) insured thereby
              continues to be a valid first Lien on the relevant Mortgaged
              Property encumbered thereby free and clear of all defects and
              encumbrances, except those permitted by Section 8.3 and as
              disclosed therein; (B) name the Administrative Agent for the
              benefit of the Lenders (as defined in the Guarantee and Collateral
              Agreement) as the insured thereunder; and (C) be in form and
              substance reasonably satisfactory to the Administrative Agent. The
              Administrative Agent shall have received evidence reasonably
              satisfactory to it that all premiums in respect of each of the
              Endorsements, and all charges for mortgage recording tax and all
              related expenses, if any, have been paid. The Administrative Agent
              shall have also received a copy of all recorded documents referred
              to, or listed as exceptions to title in, the Endorsements referred
              to in this subsection and a copy of all other documents affecting
              the Mortgaged Property encumbered by the Existing Mortgage (as
              amended) as shall have been reasonably requested by the
              Administrative Agent.

              (m) INSURANCE. The Syndication Agent shall have received insurance
       certificates satisfying the requirements of Section 5.3(b) of the
       Guarantee and Collateral Agreement.

              (n) ENVIRONMENTAL MATTERS. Each of the Lenders shall be satisfied
       with the environmental condition of the real property owned or leased by
       the Target and its Subsidiaries.

              (o) PATRIOT ACT. Each Lender shall have received all documentation
       and other information required by bank regulatory authorities under
       applicable "know-your-customer" and anti-money laundering rules and
       regulations, including, without limitation, the United States PATRIOT
       Act, to the extent reasonably requested through the Syndication Agent
       within a reasonable period of time prior to the Effective Date.

              (p) EXITING LENDERS; REPAYMENT OF LOANS UNDER EXISTING CREDIT
       AGREEMENT. (A) The Administrative Agent shall have received evidence
       reasonably satisfactory to it that (i) the Lenders (as defined in the
       Existing Credit Agreement) which will not become parties hereto (and will
       not have a Revolving Commitment or Tranche C Term Commitment hereunder)
       (the "EXITING LENDERS") shall have been or shall concurrently be relieved
       of all obligations in respect of their Commitments (as defined in the
       Existing Credit Agreement), (ii) each Exiting Lender's Revolving Loans
       (as defined in the Existing Credit Agreement) outstanding under the
       Existing Credit Agreement shall have been or shall concurrently be repaid
       in full, together with any accrued interest thereon and any accrued fees
       payable under the Existing Credit Agreement to but excluding the
       Effective Date, (iii) each Exiting Term Lender's Existing Term Loan
       outstanding under the Existing Credit Agreement shall have been or shall
       concurrently be repaid in full, together with any accrued interest
       thereon and any accrued fees payable under the Existing Credit Agreement
       to but excluding the Effective Date and (iv) each Term Lender's (as
       defined in the Existing Credit Agreement) Existing Term Loan outstanding
       under the

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                                                                              67


       Existing Credit Agreement shall have been or shall concurrently be repaid
       to the extent that its principal amount, together with any accrued
       interest thereon and any accrued fees payable under the Existing Credit
       Agreement to but excluding the Effective Date, exceeds the amount of such
       Term Lender's Tranche C Term Commitment hereunder and (B) the
       Administrative Agent shall have received, on behalf of each Lender under
       the Existing Credit Agreement, all accrued interest and fees (including
       the commitment fee required to be paid pursuant to Section 3.5) in favor
       of such Lender pursuant to the Existing Credit Agreement to but excluding
       the Effective Date.

       6.2. CONDITIONS TO EACH EXTENSION OF CREDIT. The agreement of each Lender
to make any extension of credit requested to be made by it on any date
(including its initial extension of credit) is subject to the satisfaction of
the following conditions precedent:

       (a) REPRESENTATIONS AND WARRANTIES. Each of the representations and
warranties made by any Loan Party in or pursuant to the Loan Documents shall be
true and correct on and as of such date as if made on and as of such date.

       (b) NO DEFAULT. No Default or Event of Default shall have occurred and be
continuing on such date or after giving effect to the extensions of credit
requested to be made on such date.

Each borrowing by and issuance of a Letter of Credit on behalf of the Borrower
hereunder shall constitute a representation and warranty by the Borrower as of
the date of such extension of credit that the conditions contained in this
Section 6.2 have been satisfied.

                        SECTION 7. AFFIRMATIVE COVENANTS

       The Borrower hereby agrees that, so long as the Commitments remain in
effect, any Letter of Credit remains outstanding or any Loan or other amount is
owing to any Lender or Agent hereunder, the Borrower shall and shall cause each
of its Subsidiaries to:

       7.1. FINANCIAL STATEMENTS. Furnish to the Administrative Agent for
distribution to each Lender:

              (a) as soon as available, but in any event within 90 days after
       the end of each fiscal year of the Borrower, a copy of the audited
       consolidated balance sheet of the Borrower and its consolidated
       Subsidiaries as at the end of such year and the related audited
       consolidated statements of income and of cash flows for such year,
       setting forth in each case in comparative form the figures for the
       previous year, reported on without a "going concern" or like
       qualification or exception, or qualification arising out of the scope of
       the audit, by Deloitte & Touche LLP or other independent certified public
       accountants of nationally recognized standing; and

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                                                                              68


              (b) as soon as available, but in any event not later than 45 days
       after the end of each of the first three quarterly periods of each fiscal
       year of the Borrower, the unaudited consolidated balance sheet of the
       Borrower and its consolidated Subsidiaries as at the end of such quarter
       and the related unaudited consolidated statements of income and of cash
       flows for such quarter and the portion of the fiscal year through the end
       of such quarter, setting forth in each case in comparative form the
       figures for the previous year, certified by a Responsible Officer as
       being fairly stated in all material respects (subject to normal year-end
       audit adjustments).

All such financial statements shall be complete and correct in all material
respects and shall be prepared in reasonable detail and in accordance with GAAP.

       7.2. CERTIFICATES; OTHER INFORMATION. Furnish to the Administrative Agent
for distribution to each Lender (or, in the case of clause (h), to the relevant
Lender):

              (a) concurrently with the delivery of the financial statements
       referred to in Section 7.1(a), a certificate of the independent certified
       public accountants reporting on such financial statements stating that in
       making the examination necessary therefor no knowledge was obtained of
       any Default or Event of Default, except as specified in such certificate;

              (b) concurrently with the delivery of any financial statements
       pursuant to Section 7.1, (i) a certificate of a Responsible Officer
       stating that, to the best of each such Responsible Officer's knowledge,
       each Loan Party during such period has observed or performed all of its
       covenants and other agreements, and satisfied every condition, contained
       in this Agreement and the other Loan Documents to which it is a party to
       be observed, performed or satisfied by it, and that such Responsible
       Officer has obtained no knowledge of any Default or Event of Default
       except as specified in such certificate and (ii) a Compliance Certificate
       containing all information and calculations necessary for determining
       compliance by each Group Member with the provisions of this Agreement
       referred to therein as of the last day of the fiscal quarter or fiscal
       year of the Borrower, as the case may be, and, if applicable, for
       determining the Applicable Margins and Commitment Fee Rate, and (iii) to
       the extent not previously disclosed to the Administrative Agent, a
       listing of any Intellectual Property acquired by any Loan Party since the
       date of the most recent list delivered pursuant to this clause (iii) (or,
       in the case of the first such list so delivered, since the Original
       Closing Date);

              (c) as soon as available, and in any event no later than 30 days
       after the end of each fiscal year of the Borrower, a detailed
       consolidated budget for the following fiscal year (including a projected
       consolidated balance sheet of the Borrower and its Subsidiaries as of the
       end of the following fiscal year, the related consolidated statements of
       projected cash flow, projected changes in financial position and
       projected income and a description of the underlying assumptions
       applicable thereto) (collectively, the "PROJECTIONS"), which Projections
       shall in each case be accompanied by a certificate of a Responsible
       Officer stating that such Projections are based on reasonable estimates,
       information and assumptions and that such Responsible Officer has no
       reason to believe

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                                                                              69


       that such Projections are incorrect in any material respect in light of
       the circumstances under which such estimates and assumptions were made;

              (d) if at any time the Borrower is not required to file periodic
       reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act,
       within 90 days after the end of each fiscal year of the Borrower and
       within 45 days after the end of each other fiscal quarter of the
       Borrower, a narrative discussion and analysis of the financial condition
       and results of operations of the Borrower and its Subsidiaries for such
       fiscal quarter and for the period from the beginning of the then current
       fiscal year to the end of such fiscal quarter, as compared to the
       comparable periods of the previous year;

              (e) no later than ten Business Days prior to the effectiveness
       thereof, copies of substantially final drafts of any proposed amendment,
       supplement, waiver or other modification with respect to the Senior
       Subordinated Note Indenture;

              (f) within five days after the same are sent, copies of all
       financial statements and reports that the Borrower sends to the holders
       of any class of its debt securities or public equity securities and,
       within five days after the same are filed, copies of all financial
       statements and reports the Borrower may make to, or file with, the SEC;

              (g) within five days after receipt by the Borrower or any of its
       Subsidiaries, the audited consolidated financial statements of the Target
       and its Subsidiaries for the fiscal year ended September 27, 2003; and

              (h) promptly, such additional financial and other information as
       any Lender through the Administrative Agent may from time to time
       reasonably request.

       7.3. PAYMENT OF OBLIGATIONS. Pay, discharge or otherwise satisfy at or
before maturity or before they become delinquent, as the case may be, all its
material obligations of whatever nature, except where the amount or validity
thereof is currently being contested in good faith by appropriate proceedings
and reserves in conformity with GAAP with respect thereto have been provided on
the books of the relevant Group Member.

       7.4. MAINTENANCE OF EXISTENCE; COMPLIANCE. (a) (i) Preserve, renew and
keep in full force and effect its corporate existence and (ii) take all
reasonable action to maintain all rights, privileges and franchises necessary or
desirable in the normal conduct of its business, except, in each case, as
otherwise permitted by Section 8.4 and except, in the case of clause (ii) above,
to the extent that failure to do so could not reasonably be expected to have a
Material Adverse Effect; and (b) comply with all Contractual Obligations and
Requirements of Law except to the extent that failure to comply therewith could
not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

       7.5. MAINTENANCE OF PROPERTY; INSURANCE. (a) Keep all Property material
to the conduct of its business in good working order and condition, ordinary
wear and tear excepted and (b) maintain with financially sound and reputable
insurance companies insurance on all its property in at least such amounts and
against at least such risks (but including in any event

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                                       70


public liability, product liability and business interruption) as are usually
insured against in the same general area by companies engaged in the same or a
similar business.

       7.6. INSPECTION OF PROPERTY; BOOKS AND RECORDS; DISCUSSIONS. (a) Keep
proper books of records and account in which full, true and correct entries in
conformity with GAAP and all material Requirements of Law shall be made of all
dealings and transactions in relation to its business and activities and (b)
permit representatives of any Lender to visit and inspect any of its properties
and examine and make abstracts from any of its books and records at any
reasonable time during regular business hours upon reasonable notice and as
often as may reasonably be desired and to discuss the business, operations,
properties and financial and other condition of the Group Members with
responsible officers of the Group Members and with their independent certified
public accountants, PROVIDED that, so long as no Default or Event of Default has
occurred and is continuing, such visits, inspections and examinations by any
such Lender shall be coordinated through the Administrative Agent and shall not
exceed two visits each year.

       7.7. NOTICES. Promptly give notice to the Administrative Agent, the
Syndication Agent and each Lender of:

              (a) the occurrence of any Default or Event of Default;

              (b) any (i) default or event of default under any Contractual
       Obligation of any Group Member of which any Group Member has knowledge or
       notice or (ii) litigation, investigation or proceeding that may exist at
       any time between any Group Member and any Governmental Authority of which
       any Group Member has knowledge or notice, which in either case, if not
       cured or if adversely determined, as the case may be, could reasonably be
       expected to have a Material Adverse Effect;

              (c) any litigation or proceeding affecting any Group Member of
       which any Group Member has knowledge or notice (i) in which the amount
       involved is $2,000,000 or more and not covered by insurance, (ii) in
       which injunctive or similar relief is sought, which, if adversely
       determined, could reasonably be expected to have a Material Adverse
       Effect or (iii) which relates to any Loan Document;

              (d) the following events, as soon as possible and in any event
       within 30 days after the Borrower knows or has reason to know thereof:
       (i) the occurrence of any Reportable Event with respect to any Plan, a
       failure to make any required contribution to a Plan, the creation of any
       Lien in favor of the PBGC or a Plan or any withdrawal from, or the
       termination, Reorganization or Insolvency of, any Multiemployer Plan if
       the Borrower could reasonably be expected to incur any material
       liabilities as a result of any such event or (ii) the institution of
       proceedings or the taking of any other action by the PBGC or the Borrower
       or any Commonly Controlled Entity or any Multiemployer Plan with respect
       to the withdrawal from, or the termination, Reorganization or Insolvency
       of, any Plan if the Borrower could reasonably be expected to incur any
       material liabilities as a result of any such event; and

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                                                                              71


              (e) any development or event that has had or could reasonably be
       expected to have a Material Adverse Effect.

Each notice pursuant to this Section 7.7 shall be accompanied by a statement of
a Responsible Officer setting forth details of the occurrence referred to
therein and stating what action the Borrower or the relevant Subsidiary proposes
to take with respect thereto.

       7.8. ENVIRONMENTAL LAWS. (a) Comply in all material respects with, and
use reasonable efforts to ensure compliance in all material respects by all
tenants and subtenants, if any, with, all applicable Environmental Laws, and
obtain and comply in all material respects with and maintain, and use reasonable
efforts to ensure that all tenants and subtenants obtain and comply in all
material respects with and maintain, any and all licenses, approvals,
notifications, registrations or permits required by applicable Environmental
Laws.

       (b) Conduct and complete all investigations, studies, sampling and
testing, and all remedial, removal and other actions required under applicable
Environmental Laws and promptly comply in all respects with all orders and
directives of all Governmental Authorities regarding Environmental Laws,
PROVIDED, HOWEVER, that the Borrower shall not be deemed in violation of this
clause (b) if it promptly challenges any such order or directive of any
Governmental Authorities in a manner consistent with Environmental Laws and
pursues such challenge or challenges diligently and the pendency of such
challenges, in the aggregate, could not reasonably be expected to have a
Material Adverse Effect.

       (c) Generate, use, treat, store, release, dispose of, and otherwise
manage Materials of Environmental Concern in a manner that would not reasonably
be expected to result in a material liability to, or to materially affect any
real property owned or operated by, any Group Member; and take reasonable
efforts to prevent any other person from generating, using, treating, storing,
releasing, disposing of, or otherwise managing Hazardous Materials in a manner
that could reasonably be expected to result in a material liability to, or
materially affect any real property owned or operated by, any Group Member.

       7.9. ADDITIONAL COLLATERAL, ETC. (a) With respect to any property
acquired after the Effective Date by any Group Member (other than (x) any
property described in paragraph (b), (c), (d), or (e) below, (y) any property
subject to a Lien expressly permitted by Section 8.3(m) or 8.3(p)) and (z)
property acquired by any Foreign Subsidiary) as to which the Administrative
Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly
(i) execute and deliver to the Administrative Agent such amendments to the
Guarantee and Collateral Agreement or such other documents as the Administrative
Agent reasonably deems necessary or advisable to grant to the Administrative
Agent, for the benefit of the Lenders, a security interest in such property and
(ii) take all actions necessary or advisable to grant to the Administrative
Agent, for the benefit of the Lenders, a perfected first priority security
interest in such property, including the filing of Uniform Commercial Code
financing statements in such jurisdictions as may be required by the Guarantee
and Collateral Agreement or by law or as may be requested by the Administrative
Agent.

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                                                                              72


       (b) With respect to any fee interest in any real property having a value
(together with improvements thereof) of at least $500,000 acquired after the
Effective Date by any Group Member (other than (x) any such real property
subject to a Lien expressly permitted by Section 8.3(m) and (z) real property
acquired by any Foreign Subsidiary), promptly (i) execute and deliver a first
priority Mortgage, in favor of the Administrative Agent, for the benefit of the
Lenders, covering such real property, (ii) if requested by the Administrative
Agent, provide the Lenders with (x) title insurance covering such real property
in an amount at least equal to the purchase price of such real property (or such
other amount as shall be reasonably specified by the Administrative Agent) as
well as a current ALTA survey thereof, together with a surveyor's certificate
and (y) any consents or estoppels reasonably deemed necessary or advisable by
the Administrative Agent in connection with such Mortgage, each of the foregoing
in form and substance reasonably satisfactory to the Administrative Agent and
(iii) if requested by the Administrative Agent, deliver to the Administrative
Agent legal opinions relating to the matters described above, which opinions
shall be in form and substance, and from counsel, reasonably satisfactory to the
Administrative Agent.

       (c) With respect to any new Subsidiary (other than a Foreign Subsidiary
or a non-Wholly Owned Subsidiary) created or acquired after the Effective Date
by any Group Member (which, for the purposes of this paragraph (c), shall
include any existing Subsidiary that ceases to be a Foreign Subsidiary or any
non-Wholly Owned Subsidiary that provides a guarantee of any Indebtedness of the
Borrower or any of its Subsidiaries (other than the Loans) after the Effective
Date), promptly (i) execute and deliver to the Administrative Agent such
amendments to the Guarantee and Collateral Agreement as the Administrative Agent
deems necessary or advisable to grant to the Administrative Agent, for the
benefit of the Lenders, a perfected first priority security interest in the
Capital Stock of such new Subsidiary that is owned by any Group Member, (ii)
deliver to the Administrative Agent the certificates representing such Capital
Stock, together with undated stock powers, in blank, executed and delivered by a
duly authorized officer of the relevant Group Member or take such other action
with respect to Pledged Stock of Foreign Subsidiaries necessary to perfect the
first priority security interest of the Administrative Agent in such Pledged
Stock, (iii) cause such new Subsidiary (A) to become a party to the Guarantee
and Collateral Agreement, (B) to take such actions necessary or advisable to
grant to the Administrative Agent for the benefit of the Lenders a perfected
first priority security interest in the Collateral described in the Guarantee
and Collateral Agreement with respect to such new Subsidiary, including the
filing of Uniform Commercial Code financing statements in such jurisdictions as
may be required by the Guarantee and Collateral Agreement or by law or as may be
requested by the Administrative Agent and (C) to deliver to the Administrative
Agent a certificate of such Subsidiary, substantially in the form of Exhibit C,
with appropriate insertions and attachments, and (iv) if requested by the
Administrative Agent, deliver to the Administrative Agent legal opinions
relating to the matters described above, which opinions shall be in form and
substance, and from counsel, reasonably satisfactory to the Administrative
Agent.

       (d) With respect to any Domestic Subsidiary created or acquired after the
Effective Date by any Group Member that does not become a Subsidiary Guarantor
pursuant to Section 7.9(c), promptly (i) execute and deliver to the
Administrative Agent such amendments to

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                                                                              73


the Guarantee and Collateral Agreement as the Administrative Agent deems
necessary or advisable to grant to the Administrative Agent, for the benefit of
the Lenders, a perfected first priority security interest in the Capital Stock
of such new Subsidiary that is owned by any such Group Member, (ii) deliver to
the Administrative Agent the certificates representing such Capital Stock,
together with undated stock powers, in blank, executed and delivered by a duly
authorized officer of the relevant Group Member, as the case may be, and take
such other action as may be necessary or, in the opinion of the Administrative
Agent, desirable to perfect the Administrative Agent's security interest
therein, and (iii) if requested by the Administrative Agent, deliver to the
Administrative Agent legal opinions relating to the matters described above,
which opinions shall be in form and substance, and from counsel, reasonably
satisfactory to the Administrative Agent.

       (e) With respect to any new Foreign Subsidiary created or acquired after
the Effective Date by any Group Member, promptly (i) execute and deliver to the
Administrative Agent such amendments to the Guarantee and Collateral Agreement
as the Administrative Agent deems necessary or advisable to grant to the
Administrative Agent, for the benefit of the Lenders, a perfected first priority
security interest in the Capital Stock of such new Subsidiary that is owned by
any such Group Member (PROVIDED that in no event shall more than 65% of the
total outstanding Capital Stock of any such new Subsidiary be required to be so
pledged), (ii) deliver to the Administrative Agent the certificates representing
such Capital Stock, together with undated stock powers, in blank, executed and
delivered by a duly authorized officer of the relevant Group Member, or take
such other action with respect to Pledged Stock of Foreign Subsidiaries
necessary to perfect the first priority security interest of the Administrative
Agent in such Pledged Stock, as the case may be, and take such other action as
may be necessary or, in the reasonable opinion of the Administrative Agent,
desirable to perfect the Administrative Agent's security interest therein, and
(iii) if requested by the Administrative Agent, deliver to the Administrative
Agent legal opinions relating to the matters described above, which opinions
shall be in form and substance, and from counsel, reasonably satisfactory to the
Administrative Agent.

       7.10. FURTHER ASSURANCES. From time to time execute and deliver, or cause
to be executed and delivered, such additional instruments, certificates or
documents, and take all such actions, as the Administrative Agent may reasonably
request for the purposes of implementing or effectuating the provisions of this
Agreement and the other Loan Documents, or of more fully perfecting or renewing
the rights of the Administrative Agent and the Lenders with respect to the
Collateral (or with respect to any additions thereto or replacements or proceeds
thereof or with respect to any other property or assets hereafter acquired by
the Borrower or any Subsidiary which may be deemed to be part of the Collateral)
pursuant hereto or thereto. Upon the exercise by the Administrative Agent or any
Lender of any power, right, privilege or remedy pursuant to this Agreement or
the other Loan Documents which requires any consent, approval, recording
qualification or authorization of any Governmental Authority, the Borrower will
execute and deliver, or will cause the execution and delivery of, all
applications, certifications, instruments and other documents and papers that
the Administrative Agent or such Lenders may be required to obtain from the
Borrower or any of its Subsidiaries for such governmental consent, approval,
recording, qualification or authorization.

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                                                                              74


                          SECTION 8. NEGATIVE COVENANTS

       The Borrower hereby agrees that, so long as the Commitments remain in
effect, any Letter of Credit remains outstanding or any Loan or other amount is
owing to any Lender or Agent hereunder, the Borrower shall not, and shall not
permit any of its Subsidiaries to, directly or indirectly:

       8.1. FINANCIAL CONDITION COVENANTS.

       (a) CONSOLIDATED LEVERAGE RATIO. Permit the Consolidated Leverage Ratio
as at the last day of any period of four consecutive fiscal quarters of the
Borrower ending with any fiscal quarter set forth below to exceed the ratio set
forth below opposite such fiscal quarter:


                                                             CONSOLIDATED
                 FISCAL QUARTER                             LEVERAGE RATIO
                 --------------                             --------------
           September 30, 2003                                3.75 to 1.00
           December 31, 2003                                 3.75 to 1.00
           March 31, 2004                                    3.50 to 1.00
           June 30, 2004                                     3.50 to 1.00
           September 30, 2004                                3.25 to 1.00
           December 31, 2004                                 3.25 to 1.00
           March 31, 2005                                    3.25 to 1.00
           June 30, 2005                                     3.25 to 1.00
           September 30, 2005                                3.00 to 1.00
           December 31, 2005                                 3.00 to 1.00
           March 31, 2006                                    3.00 to 1.00
           June 30, 2006                                     3.00 to 1.00
           September 30, 2006                                3.00 to 1.00
           December 31, 2006 and thereafter                  3.00 to 1.00

       (b) CONSOLIDATED INTEREST COVERAGE RATIO. Permit the Consolidated
Interest Coverage Ratio for any period of four consecutive fiscal quarters of
the Borrower ending with any fiscal quarter set forth below to be less than the
ratio set forth below opposite such fiscal quarter:


                                                     CONSOLIDATED INTEREST
               FISCAL QUARTER                           LEVERAGE RATIO
               --------------                           --------------
           September 30, 2003                            3.25 to 1.00
           December 31, 2003                             3.50 to 1.00
           March 31, 2004                                3.50 to 1.00
           June 30, 2004                                 3.50 to 1.00
           September 30, 2004                            3.75 to 1.00
           December 31, 2004                             3.75 to 1.00

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                                                                              75


                                                     CONSOLIDATED INTEREST
               FISCAL QUARTER                           LEVERAGE RATIO
               --------------                           --------------
           March 31, 2005                                3.75 to 1.00
           June 30, 2005                                 3.75 to 1.00
           September 30, 2005                            3.75 to 1.00
           December 31, 2005                             3.75 to 1.00
           March 31, 2006                                3.75 to 1.00
           June 30, 2006                                 3.75 to 1.00
           September 30, 2006                            3.75 to 1.00
           December 31, 2006 and thereafter              3.75 to 1.00

       (c) CONSOLIDATED FIXED CHARGE COVERAGE RATIO. Permit the Consolidated
Fixed Charge Coverage Ratio for any period of four consecutive fiscal quarters
of the Borrower ending with any fiscal quarter set forth below to be less than
the ratio set forth below opposite such fiscal quarter:


              FISCAL QUARTER                       CHARGE COVERAGE RATIO
              --------------                       ---------------------
           September 30, 2003                          1.70 to 1.00
           December 31, 2003                           1.70 to 1.00
           March 31, 2004                              1.70 to 1.00
           June 30, 2004                               1.70 to 1.00
           September 30, 2004                          1.75 to 1.00
           December 31, 2004                           1.75 to 1.00
           March 31, 2005                              1.75 to 1.00
           June 30, 2005                               1.75 to 1.00
           September 30, 2005                          1.80 to 1.00
           December 31, 2005                           1.80 to 1.00
           March 31, 2006                              1.80 to 1.00
           June 30, 2006                               1.80 to 1.00
           September 30, 2006                          1.85 to 1.00
           December 31, 2006 and thereafter            1.85 to 1.00

       (d) CONSOLIDATED SENIOR DEBT RATIO. Permit the Consolidated Senior Debt
Ratio as at the last day of any period of four consecutive fiscal quarters of
the Borrower ending with any fiscal quarter set forth below to exceed the ratio
set forth below opposite such fiscal quarter:


                                                         CONSOLIDATED SENIOR
                 FISCAL QUARTER                               DEBT RATIO
                 --------------                               ----------
           September 30, 2003                                3.00 to 1.00
           December 31, 2003                                 3.00 to 1.00

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                                                                              76


                                                         CONSOLIDATED SENIOR
                 FISCAL QUARTER                               DEBT RATIO
                 --------------                               ----------
           March 31, 2004                                    3.00 to 1.00
           June 30, 2004                                     3.00 to 1.00
           September 30, 2004                                2.75 to 1.00
           December 31, 2004                                 2.75 to 1.00
           March 31, 2005                                    2.75 to 1.00
           June 30, 2005                                     2.75 to 1.00
           September 30, 2005                                2.50 to 1.00
           December 31, 2005                                 2.50 to 1.00
           March 31, 2006                                    2.50 to 1.00
           June 30, 2006                                     2.50 to 1.00
           September 30, 2006                                2.50 to 1.00
           December 31, 2006 and thereafter                  2.50 to 1.00

       8.2. INDEBTEDNESS. Create, issue, incur, assume, become liable in respect
of or suffer to exist any Indebtedness, except:

              (a) Indebtedness of any Loan Party pursuant to any Loan Document;

              (b) Indebtedness (i) of the Borrower to any Subsidiary, (ii) of
       any Subsidiary Guarantor to the Borrower or any other Subsidiary, (iii)
       of any Non-Guarantor Subsidiary to any other Non-Guarantor Subsidiary and
       (iv) subject to Sections 8.8(j) and (p), of any Non-Guarantor Subsidiary
       to the Borrower or any Subsidiary Guarantor;

              (c) Guarantee Obligations incurred in the ordinary course of
       business by the Borrower or any of its Subsidiaries of obligations of the
       Borrower, any Subsidiary Guarantor and, subject to Sections 8.8(j) and
       (p), of any Non-Guarantor Subsidiary;

              (d) Indebtedness outstanding on the date hereof and listed on
       Schedule 8.2(d) and any refinancings, refundings, renewals or extensions
       thereof (without increasing, or shortening the maturity of, the principal
       amount thereof);

              (e) Indebtedness (including, without limitation, Capital Lease
       Obligations) secured by Liens permitted by Section 8.3(m) in an aggregate
       principal amount not to exceed $40,000,000 at any one time outstanding;

              (f) (i) Indebtedness of the Borrower in respect of the Senior
       Subordinated Notes in an aggregate principal amount not to exceed
       $65,584,125 and (ii) Guarantee Obligations of any Subsidiary Guarantor in
       respect of such Indebtedness, PROVIDED that such Guarantee Obligations
       are subordinated to the same extent as the obligations of the Borrower in
       respect of the Senior Subordinated Notes;

              (g) Hedge Agreements permitted by Section 8.16;

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                                                                              77


              (h) additional Indebtedness of the Borrower or any of the
       Subsidiary Guarantors in an aggregate principal amount (for the Borrower
       and all Subsidiary Guarantors) not to exceed $20,000,000 at any one time
       outstanding;

              (i) Indebtedness of Scientific Games International Limited
       ("SGIL")in respect of mortgage financing of real property and
       improvements located in Quayside Thwaitgate, Leeds LS10, England (the "UK
       PROPERTY") and any equipment located on the UK Property, including costs,
       fees and expenses related to such Indebtedness in an aggregate amount not
       to exceed $20,000,000 at any one time outstanding, PROVIDED that, such
       Indebtedness is recourse solely to the UK Property and the equipment
       located on the UK Property;

              (j) additional Indebtedness of Foreign Subsidiaries and
       Non-Guarantor Subsidiaries in an aggregate principal amount (for all such
       Foreign Subsidiaries) not to exceed $15,000,000 at any one time
       outstanding, PROVIDED that, any such Indebtedness is non-recourse to the
       Borrower and its Domestic Subsidiaries;

              (k) Indebtedness consisting of indemnities relating to surety
       bonds issued in the ordinary course of business; and

              (l) Indebtedness of the Target assumed in connection with the
       Acquisition in an aggregate principal amount not exceeding $5,000,000 and
       any renewal, refinancing, refunding or extension thereof, PROVIDED that,
       (x) such Indebtedness was not incurred or created in connection with or
       in anticipation of the Acquisition and (y) the principal amount of such
       Indebtedness is not increased pursuant to any such renewal, extension,
       refunding or refinancing.

       8.3. LIENS. Create, incur, assume or suffer to exist any Lien upon any of
its property, whether now owned or hereafter acquired, except for:

              (a) Liens for taxes, assessments, governmental charges or claims
       not yet due or that are being contested in good faith by appropriate
       proceedings, PROVIDED that adequate reserves with respect thereto are
       maintained on the books of the Borrower or its Subsidiaries, as the case
       may be, in conformity with GAAP;

              (b) carriers', warehousemen's, mechanics', materialmen's,
       repairmen's, statutory bank liens, rights of set-off or other like Liens
       arising in the ordinary course of business that are not overdue for a
       period of more than 30 days or that are being contested in good faith by
       appropriate proceedings;

              (c) pledges or deposits in connection with workers' compensation,
       unemployment insurance and other social security legislation and letters
       of credit issued in lieu of such deposits in the ordinary course of
       business;

<Page>
                                                                              78


              (d) deposits to secure the performance of bids, trade contracts
       (other than for borrowed money), leases, statutory obligations, surety
       and appeal bonds, performance bonds and other obligations of a like
       nature incurred in the ordinary course of business;

              (e) easements, rights-of-way, restrictions and other similar
       encumbrances incurred in the ordinary course of business that, in the
       aggregate, are not substantial in amount and that 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
       Borrower or any of its Subsidiaries;

              (f) attachment or judgment Liens not constituting an Event of
       Default under Section 9; PROVIDED that such Lien is released within 60
       days after the entry thereof;

              (g) Liens in favor of customs and revenue authorities to secure
       payment of customs duties in connection with the importation of goods
       that are not overdue for a period of more than 30 days or that are being
       contested in good faith by appropriate proceedings; PROVIDED that, such
       Liens do not encumber any property other than the goods subject to such
       customs duties;

              (h) zoning or similar laws or right reserved to or vested in any
       Governmental Authority to control or regulate the use of any real
       property;

              (i) Liens securing obligations (other than obligations
       representing Indebtedness for borrowed money) under operating, reciprocal
       easement or similar agreements entered into in the ordinary course of
       business of the Borrower and its Subsidiaries;

              (j) licenses of Intellectual Property granted by the Borrower or
       any of its Subsidiaries in the ordinary course of business which do not
       interfere in any material respect with the ordinary conduct of the
       business of the Borrower or such Subsidiary;

              (k) Liens securing Indebtedness of any Non-Guarantor Subsidiary
       permitted by (i) Section 8.2(i), to the extent such Lien encumbers only
       the UK Property and the equipment located on the UK Property and (ii)
       Section 8.2(j), to the extent such Lien does not at any time encumber any
       property other than the property of such Non-Guarantor Subsidiary;

              (l) Liens in existence on the date hereof listed on Schedule
       8.3(l), securing Indebtedness permitted by Section 8.2(d), PROVIDED that
       no such Lien is spread to cover any additional property after the
       Original Closing Date and that the amount of Indebtedness secured thereby
       is not increased;

              (m) Liens securing Indebtedness of the Borrower or any other
       Subsidiary incurred pursuant to Section 8.2(e) to finance the acquisition
       or manufacture of fixed or capital assets, PROVIDED that (i) such Liens
       shall be created within 90 days of the acquisition or manufacture of such
       fixed or capital assets, (ii) such Liens do not at any time encumber

<Page>
                                                                              79


       any property other than the property financed by such Indebtedness and
       (iii) the amount of Indebtedness secured thereby is not subsequently
       increased;

              (n) Liens created pursuant to the Security Documents;

              (o) any interest or title of a lessor under any lease entered into
       by the Borrower or any other Subsidiary in the ordinary course of its
       business and covering only the assets so leased;

              (p) Liens securing Indebtedness of the Borrower or any Subsidiary
       Guarantors incurred pursuant to Section 8.2(h) so long as neither (i) the
       aggregate outstanding principal amount of the obligations secured thereby
       nor (ii) the aggregate fair market value (determined as of the date such
       Lien is incurred) of the assets subject thereto exceeds (as to the
       Borrower and all Subsidiaries) $15,000,000 at any one time;

              (q) Liens on instant ticket vending machines and related assets
       created in connection with capital leases assumed pursuant to the
       Acquisition securing Indebtedness permitted by Section 8.3(l), PROVIDED
       that (i) such Liens existed at the time of the Acquisition and were not
       created in anticipation of the Acquisition and (ii) no such Lien is
       spread to cover any additional property after the Effective Date and the
       amount of Indebtedness secured thereby is not increased; and

              (r) Liens in favor of surety bond providers securing performance
       and indemnity obligations of the Group Members to such providers in
       connection with surety bonds issued in the ordinary course of business to
       support performance obligations (not including Indebtedness) of such
       Group Members under contracts entered into in the ordinary course of
       business (any such surety bond, a "SECURED SURETY BOND"), PROVIDED that,
       (i) to the extent that any such Lien becomes secured and perfected on a
       first priority basis, the Borrower or any of its Subsidiaries shall
       cause, within 75 days after the date that is the earlier of (A) the date
       that the Borrower or any of its Subsidiaries becomes aware of a default
       under a contract in respect of which a Secured Surety Bond has been
       issued or (B) the date that the Borrower or any of its Subsidiaries
       becomes aware that such Lien has become so perfected, either (x) such
       Lien to be released or terminated or (y) such Lien to be junior to the
       Liens created pursuant to the Security Documents on terms and conditions
       reasonably satisfactory to the Administrative Agent and (ii) the terms of
       any such Lien shall provide, at the time provision is made for the
       granting of such Lien, that such Lien shall only become effective upon
       the occurrence of a default in respect of the related contract for which
       a Secured Surety Bond has been issued or a bankruptcy or similar event
       with respect to the relevant Group Members.

       8.4. FUNDAMENTAL CHANGES. Enter into any merger, consolidation or
amalgamation, or liquidate, wind up or dissolve itself (or suffer any
liquidation or dissolution), or Dispose of, all or substantially all of its
property or business, except that:

              (a) any Subsidiary of the Borrower may be merged or consolidated
       with or into the Borrower (PROVIDED that the Borrower shall be the
       continuing or surviving Person) or

<Page>
                                                                              80


       with or into any Subsidiary Guarantor (PROVIDED that the Subsidiary
       Guarantor shall be the continuing or surviving corporation) or, subject
       to Section 8.8(j), with or into any Foreign Subsidiary or Non-Guarantor
       Subsidiary; notwithstanding the foregoing, any Non-Guarantor Subsidiary
       may be merged or consolidated with another Non-Guarantor Subsidiary
       without limitation;

              (b) any Subsidiary of the Borrower may Dispose of any or all of
       its assets (upon voluntary liquidation or otherwise) to the Borrower or
       any Subsidiary Guarantor or, subject to Sections 8.8(j) and (p), any
       Non-Guarantor Subsidiary; notwithstanding the foregoing, any
       Non-Guarantor Subsidiary may Dispose of any or all of its assets (upon
       voluntary liquidation or otherwise) to another Non-Guarantor Subsidiary
       without limitation; and

              (c) any Subsidiary may liquidate, wind up or dissolve after the
       Disposition of all of its assets as set forth in Section 8.4(b).

       8.5. DISPOSITION OF PROPERTY. Dispose of any of its Property, whether now
owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell
any shares of such Subsidiary's Capital Stock to any Person, except:

              (a) the Disposition of obsolete or worn out Property in the
       ordinary course of business;

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

              (c) Dispositions permitted by Section 8.4(b);

              (d) the sale or issuance of any Subsidiary's Capital Stock to the
       Borrower or any Subsidiary Guarantor;

              (e) (i) the Disposition of other Property (other than any sale of
       less than all of the Capital Stock of any Subsidiary then owned by the
       Group Members) or (ii) the Disposition of minority interests in joint
       ventures or any Non-Guarantor Subsidiary, having a fair market value not
       to exceed $20,000,000 in the aggregate for any fiscal year of the
       Borrower, PROVIDED that, (A) the aggregate amount of all such
       Dispositions shall not exceed $60,000,000 during the term of this
       Agreement, (B) the consideration received in any such Disposition shall
       be in an amount at least equal to the fair market value of such Property,
       (C) at least 80% of the consideration received in any such Disposition
       shall be in cash, PROVIDED that the amount of such consideration required
       to be paid in cash may be reduced to 50% so long as the remaining portion
       of such consideration is comprised of debt or equity securities of the
       acquiring Person; and PROVIDED FURTHER that Dispositions of other
       Property for an amount of up to $2,000,000 in any fiscal year shall not
       be subject to this clause (C), and (D) the Net Cash Proceeds of any such
       Dispositions shall be applied to prepay Tranche C Term Loans to the
       extent required pursuant to Section 4.2(c); and

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                                                                              81


              (f) the Disposition of contracts of the Target acquired in the
       Acquisition with foreign counterparties specified in Schedule 8.5(f) to
       Autotote Worldwide Services Ltd. (or another newly created Foreign
       Subsidiary directly owned by the Borrower or a Subsidiary Guarantor) in
       exchange for a promissory note in favor of the Target; PROVIDED that such
       promissory note shall be pledged to the Administrative Agent pursuant to
       Section 7.9(a).

       8.6. RESTRICTED PAYMENTS. Declare or pay any dividend (other than
dividends payable solely in common stock of the Person making such dividend) on,
or make any payment on account of, or set apart assets for a sinking or other
analogous fund for, the purchase, redemption, defeasance, retirement or other
acquisition of, any Capital Stock of any Group Member, whether now or hereafter
outstanding, or make any other distribution in respect thereof, either directly
or indirectly, whether in cash or property or in obligations of any Group Member
(collectively, "RESTRICTED PAYMENTS"), except that:

              (a) any Subsidiary may make Restricted Payments to the Borrower or
       any Subsidiary Guarantor;

              (b) the Borrower may repurchase (x) shares of its Capital Stock to
       the extent that such repurchase is deemed to occur upon the exercise of
       stock options to acquire the Borrower's common stock or similar
       arrangements to acquire common stock; PROVIDED that, such repurchased
       Capital Stock represent a portion of the exercise price thereof and,
       PROVIDED further, that, no cash is expended (or obligation to expend cash
       is incurred) by the Borrower or any of its subsidiaries pursuant to this
       clause (x), and (y) shares of the Borrower's Capital Stock held by
       directors, executive officers, members of management or employees of the
       Borrower or any of its Subsidiaries upon the death, disability,
       retirement or termination of employment of such directors, executive
       officers, members of management or employees, so long as (1) immediately
       prior to, and after giving effect to such repurchase, no Default or Event
       of Default shall have occurred or is continuing and (2) the aggregate
       amount of cash expended by the Borrower pursuant to this clause (y) does
       not exceed $2,000,000 in any fiscal year of the Borrower;

              (c) the Borrower may make withholding tax payments on behalf of
       the holders of the Convertible Preferred Stock solely to the extent
       required in connection with the payment by the Borrower of
       payment-in-kind dividends on the Convertible Preferred Stock; PROVIDED
       that, the aggregate amount of such withholding tax payments made by the
       Borrower shall not exceed (x) $1,000,000 during any fiscal year of the
       Borrower or (y) $5,000,000 during the period from the Original Closing
       Date through and including December 31, 2005, and, PROVIDED FURTHER, that
       prior to the Borrower making any such withholding tax payments in any
       fiscal year, the holders of the Convertible Preferred Stock shall have
       previously made, or transferred to the Borrower adequate funds so that
       the Borrower may make on behalf of the holders of the Convertible
       Preferred Stock, withholding tax payments in an amount equal to at least
       10% of the fair market value of such payment-in-kind dividends;

<Page>
                                                                              82


              (d) the Borrower may pay cash dividends on its Convertible
       Preferred Stock in an aggregate amount not to exceed the then unused
       Permitted Expenditure Amount at such time (after giving effect to any
       concurrent uses thereof), PROVIDED that, (x) no Default or Event of
       Default shall have occurred and be continuing immediately prior to and
       after giving effect to such Restricted Payment and (y) after giving
       effect to the proposed Restricted Payment and any repurchase or
       redemption of the Senior Subordinated Notes pursuant to Section 8.9(a) on
       the date of such Restricted Payment, if applicable, the Consolidated
       Senior Debt Ratio on a PRO FORMA basis shall be at least 0.5 below the
       then current level required by Section 8.1(d); and

              (e) the Borrower may make Restricted Payments to pay
       payment-in-kind dividends on its Convertible Preferred Stock.

       8.7. CAPITAL EXPENDITURES. Make any Capital Expenditure, except:

              (a) Capital Expenditures of the Borrower and its Subsidiaries in
       the ordinary course of business (other than Capital Expenditures
       permitted by Section 8.7(b)) in an aggregate amount not exceeding
       $35,000,000 in any fiscal year of the Borrower; PROVIDED, that (i) 50% of
       any amount not so expended in the fiscal year for which it is permitted,
       may be carried over for expenditure in the next succeeding fiscal year
       and (ii) Capital Expenditures made pursuant to this clause (a) during any
       fiscal year shall be deemed made, FIRST, in respect of amounts permitted
       for such fiscal year as provided above and, SECOND, in respect of amounts
       carried over from the prior fiscal year pursuant to subclause (i) above;

              (b) Capital Expenditures of the Borrower and its Subsidiaries in
       connection with any New Contract in an aggregate amount for each contract
       not exceeding the sum of (i) $30,000,000 PLUS (ii) the then unused
       Permitted Expenditure Amount at such time (after giving effect to any
       concurrent uses thereof), PROVIDED that, no Default or Event of Default
       shall have occurred and be continuing at the time the Borrower and its
       Subsidiaries enters into such new contract;

              (c) Capital Expenditures of the Borrower and its Subsidiaries in
       connection with any New Pari-Mutuel Contract or a New Co-Operative
       Services Contract in an aggregate amount for each contract not exceeding
       the sum of (i) $10,000,000 PLUS (ii) the then unused Permitted
       Expenditure Amount at such time (after giving effect to any concurrent
       uses thereof), provided that, no Default or Event of Default shall have
       occurred and be continuing at the time the Borrower and its Subsidiaries
       enters into such new contract; and

              (d) Capital Expenditures made with the proceeds of any
       Reinvestment Deferred Amount.

       8.8. INVESTMENTS. Make any advance, loan, extension of credit (by way of
guaranty or otherwise) or capital contribution to, or purchase any Capital
Stock, bonds, notes,

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                                                                              83


debentures or other debt securities of, or any assets constituting a business
unit of, or make any other investment in, any Person (all of the foregoing,
"INVESTMENTS"), except:

              (a) extensions of trade credit in the ordinary course of business;

              (b) (i) Investments in Cash Equivalents and (ii) other Investments
       in Foreign Currencies held in the ordinary course of business in the
       aggregate amount not to exceed the Dollar Equivalent of $1,000,000 at any
       time, which Investments would otherwise constitute Cash Equivalents but
       for the sovereign debt rating of the country issuing such Foreign
       Currency;

              (c) Guarantee Obligations permitted by Section 8.2;

              (d) loans and advances to employees of any Group Member of the
       Borrower in the ordinary course of business (including for travel,
       entertainment and relocation expenses) in an aggregate amount for all
       Group Members not to exceed $2,000,000 at any one time outstanding;

              (e) Investments consisting of Capital Expenditures permitted by
       Section 8.7;

              (f) Investments outstanding on the date hereof and listed on
       Schedule 8.8(f);

              (g) Investments consisting of non-cash consideration received by
       the Borrower and its Subsidiaries in connection with any Disposition of
       assets permitted under Section 8.5(e) in an aggregate amount not to
       exceed $15,000,000 at any one time outstanding (determined without regard
       to any write-downs or write-offs thereof);

              (h) Investments in assets useful in the business of the Borrower
       and its Subsidiaries made by the Borrower or any of its Subsidiaries with
       the proceeds of any Reinvestment Deferred Amount;

              (i) intercompany Investments by any Group Member in the Borrower
       or any Person that, prior to such Investment, is a Subsidiary Guarantor;

              (j) intercompany Investments by the Borrower or any of its
       Subsidiaries in any Person, that, prior to such Investment, is a
       Non-Guarantor Subsidiary (including, without limitation, Guarantee
       Obligations with respect to obligations of any such Non-Guarantor
       Subsidiary, loans made to any such Non-Guarantor Subsidiary and
       Investments resulting from mergers with or sales of assets to any such
       Non-Guarantor Subsidiary) in an aggregate amount (valued at cost) not to
       exceed $25,000,000 at any one time outstanding during the term of this
       Agreement, excluding the amount of any such Investment in a Foreign
       Subsidiary that is a holding company with no material assets, liabilities
       or operations (a "FOREIGN HOLDCO") other than an equity Investment in
       another Foreign Subsidiary that is a direct, wholly-owned Subsidiary of
       such Foreign Holdco ("FOREIGN HOLDCO SUBSIDIARY") to the extent such
       Investment by the Borrower or such Subsidiaries in Foreign Holdco is
       equal to or less than the equity Investment of Foreign Holdco in such
       Foreign Holdco Subsidiary;

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                                                                              84


              (k) Investments consisting of acquisitions of Capital Stock or
       assets pursuant to a Permitted Acquisition, PROVIDED that, (x) the
       aggregate amount of cash consideration paid for all such acquisitions
       shall not exceed $100,000,000 during the term of this Agreement, (y) the
       aggregate amount of any such Investment or series of Investments in any
       Domestic Subsidiary shall not exceed $60,000,000 and (z) the aggregate
       amount of all such Investments in Non-Guarantor Subsidiaries shall not
       exceed $30,000,000 during the term of this Agreement;

              (l) Investments in joint ventures (other than pursuant to Section
       8.8(j)) in an aggregate amount not to exceed $10,000,000 in any fiscal
       year of the Borrower; PROVIDED that, (i) 50% of any amount not so
       expended in the fiscal year for which it is permitted, may be carried
       over for use in the next succeeding fiscal year and (ii) Investments made
       pursuant to this clause (l) during any fiscal year shall be deemed made,
       FIRST, in respect of amounts permitted for such fiscal year as provided
       above and, SECOND, in respect of amounts carried over from the prior
       fiscal year pursuant to subclause (i) above;

              (m) minority Investments in the securities of any trade creditor,
       wholesaler, supplier or customer received pursuant to any plan of
       reorganization or similar arrangement of such trade creditor, wholesaler,
       supplier or customer, as applicable;

              (n) in addition to Investments otherwise expressly permitted by
       this Section, Investments by the Borrower or any of its Subsidiaries in
       an aggregate amount (valued at cost) not to exceed $15,000,000 during the
       term of this Agreement;

              (o) the Acquisition;

              (p) intercompany Investments by the Borrower and its Subsidiaries
       (other than pursuant to Section 8.8(j)), consisting of promissory notes
       issued in connection with Dispositions permitted by Section 8.5(f); and

              (q) Investments that will fund Supplemental Executive Retirement
       Plan liabilities as approved by the board of directors of the Borrower.

       8.9. OPTIONAL PAYMENTS AND MODIFICATIONS OF CERTAIN DEBT INSTRUMENTS. (a)
Make or offer to make any optional or voluntary payment, prepayment, repurchase
or redemption of or otherwise optionally or voluntarily defease or segregate
funds with respect to the Senior Subordinated Notes or the Convertible Preferred
Stock, PROVIDED that, the Borrower may repurchase or redeem Senior Subordinated
Notes in an aggregate principal amount not to exceed an amount equal to the then
unused Permitted Expenditure Amount at such time (after giving effect to any
concurrent uses thereof) so long as, (x) no Default or Event of Default shall
have occurred and be continuing or would result therefrom and (y) after giving
effect to the proposed repurchase or redemption of the Senior Subordinated Notes
or any Restricted Payment made pursuant to Section 8.6(d) on the date of such
repurchase or redemption, if applicable, the Consolidated Senior Debt Ratio on a
PRO FORMA basis shall be at least 0.5 below the then current level required by
Section 8.1(d), (b) amend, modify, waive or otherwise change, or consent or
agree to any amendment, modification, waiver or other change

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to, any of the terms of the Senior Subordinated Notes (other than any such
amendment, modification, waiver or other change that (i) would extend the
maturity or reduce the amount of any payment of principal thereof or reduce the
rate or extend any date for payment of interest thereon or would eliminate any
covenant or make any covenant less restrictive and (ii) does not involve the
payment of a consent fee), (c) amend, modify, waive or otherwise change, or
consent or agree to any amendment, modification, waiver or other change to, any
of the terms of the Convertible Preferred Stock (other than any such amendment,
modification, waiver or other change that (x) (i) would extend the scheduled
redemption date or reduce the amount of any scheduled redemption payment or
reduce the rate or extend any date for payment of dividends thereon or would
eliminate any covenant or make any covenant less restrictive and (ii) does not
involve the payment of a consent fee or (y) is otherwise not material or adverse
to the Lenders as determined by the Administrative Agent in its sole
discretion), (d) designate any Indebtedness (other than obligations of the Loan
Parties pursuant to the Loan Documents) as "DESIGNATED SENIOR DEBT" (or any
other defined term having a similar purpose) for the purposes of the Senior
Subordinated Note Indenture or (e) amend, modify, waive or otherwise change, or
consent or agree to any amendment, modification, waiver or other change to, any
of the terms of the Preferred Stock Purchase Agreement, other than any
amendment, modification, waiver or other change that is neither material or
adverse to the Lenders.

       8.10. TRANSACTIONS WITH AFFILIATES. Enter into any transaction, including
any purchase, sale, lease or exchange of property, the rendering of any service
or the payment of any management, advisory or similar fees, with any Affiliate
(other than the Borrower or any Subsidiary Guarantor) unless such transaction is
(a) otherwise permitted under this Agreement, (b) in the ordinary course of
business of the relevant Group Member, and (c) upon fair and reasonable terms no
less favorable to the relevant Group Member, than it would obtain in a
comparable arm's length transaction with a Person that is not an Affiliate.

       8.11. SALES AND LEASEBACKS. Enter into any arrangement with any Person
providing for the leasing by any Group Member of real or personal property that
has been or is to be sold or transferred by such Group Member to such Person or
to any other Person to whom funds have been or are to be advanced by such Person
on the security of such property or rental obligations of such Group Member,
other than any such arrangement that (i) if such arrangement is a Capital Lease
Obligation, is permitted pursuant to Section 8.2(e), (ii) the consideration
received from such arrangement is at least equal to the fair market value of the
property sold as determined in good faith by the Borrower's board of directors,
PROVIDED that prior consent of the board of directors shall be obtained if such
fair market value was determined to be in excess of $1,000,000 and (iii) the Net
Cash Proceeds derived from such arrangement shall be applied toward the
prepayment of the Tranche C Term Loans as set forth in Section 4.2(c).

       8.12. CHANGES IN FISCAL PERIODS. Permit the fiscal year of the Borrower
to end on a day other than December 31 or change the Borrower's method of
determining fiscal quarters.

       8.13. NEGATIVE PLEDGE CLAUSES. Enter into or suffer to exist or become
effective any agreement that prohibits or limits the ability of any Group Member
to create, incur, assume or suffer to exist any Lien upon any of its property or
revenues, whether now owned or hereafter

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acquired, to secure its obligations under the Loan Documents to which it is a
party other than (a) this Agreement and the other Loan Documents, (b) any
agreements governing any Liens or Capital Lease Obligations otherwise permitted
under Sections 8.3(l), (m) and (o), PROVIDED that, in each case, any prohibition
or limitation shall only be effective against the assets financed thereby, (c)
to the extent existing on the Effective Date, contracts with customers
prohibiting Liens on any equipment used in the performance of any such contracts
set forth on Schedule 8.13(c), (d) to the extent existing on the Effective Date,
contracts with customers prohibiting the assignment of such contracts or
proceeds owing thereunder set forth on Schedule 8.13(d) and (e) to the extent
contracts of the type described in clause (c) or (d) hereof are entered into
after the Effective Date, any such contracts (and any renewals thereof) so long
as the aggregate value of the assets subject to such prohibitions, in each case
as set forth on the most recent consolidated balance sheet of the Borrower and
its consolidated Subsidiaries in accordance with GAAP, shall not exceed 5% of
the aggregate value of all assets set forth on the most recent consolidated
balance sheet of the Borrower and its consolidated Subsidiaries in accordance
with GAAP.

       8.14. CLAUSES RESTRICTING SUBSIDIARY DISTRIBUTIONS. Enter into or suffer
to exist or become effective any consensual encumbrance or restriction on the
ability of any Subsidiary of the Borrower to (a) make Restricted Payments in
respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness
owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or
advances to, or other Investments in, the Borrower or any other Subsidiary of
the Borrower or (c) transfer any of its assets to the Borrower or any other
Subsidiary of the Borrower, except for such encumbrances or restrictions
existing under or by reason of (i) any restrictions existing under the Loan
Documents and (ii) any restrictions with respect to a Subsidiary imposed
pursuant to an agreement that has been entered into in connection with the
Disposition of all or substantially all of the Capital Stock or assets of such
Subsidiary.

       8.15. LINES OF BUSINESS. Enter into any business, either directly or
through any Subsidiary, except for those businesses in which the Borrower and
its Subsidiaries are engaged on the date of this Agreement or that are
reasonably related thereto and business utilizing the same or similar
technology.

       8.16. HEDGE AGREEMENTS. Enter into any Hedge Agreement, except (a) Hedge
Agreements entered into by the Borrower to hedge or mitigate risks to which the
Borrower or any Subsidiary has actual exposure (other than those in respect of
Capital Stock or the Senior Subordinated Notes) and (b) Hedge Agreements entered
into in order to effectively cap, collar or exchange interest or currency rates
(from fixed to floating rates, from one floating rate to another floating rate
or otherwise) with respect to any interest-bearing liability or investment of
the Borrower or any Subsidiary.

       8.17. AMENDMENTS TO ACQUISITION AGREEMENT. (a) Amend, supplement or
otherwise modify (pursuant to a waiver or otherwise) the terms and conditions of
the indemnities and licenses furnished to the Borrower or any of its
Subsidiaries pursuant to the Acquisition Agreement such that after giving effect
thereto such indemnities or licenses shall be materially less favorable to the
interests of the Loan Parties or the Lenders with respect thereto or

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(b) otherwise amend, supplement or otherwise modify the terms and conditions of
the Acquisition Agreement or any such other documents except for any such
amendment, supplement or modification that (i) becomes effective after the
Effective Date and (ii) could not reasonably be expected to have a Material
Adverse Effect.

                          SECTION 9. EVENTS OF DEFAULT

       If any of the following events shall occur and be continuing:

              (a) the Borrower shall fail to pay any principal of any Loan or
       Reimbursement Obligation when due in accordance with the terms hereof; or
       the Borrower shall fail to pay any interest on any Loan or Reimbursement
       Obligation, or any other amount payable hereunder or under any other Loan
       Document, within five days after any such interest or other amount
       becomes due in accordance with the terms hereof; or

              (b) any representation or warranty made or deemed made by any Loan
       Party herein or in any other Loan Document or that is contained in any
       certificate, document or financial or other statement furnished by it at
       any time under or in connection with this Agreement or any such other
       Loan Document shall prove to have been inaccurate in any material respect
       on or as of the date made or deemed made; or

              (c) (i) any Loan Party shall default in the observance or
       performance of any agreement contained in clause (i) or (ii) of Section
       7.4(a) (with respect to the Borrower only), Section 7.7(a) or Section 8
       of this Agreement or Sections 5.5 and 5.7(b) of the Guarantee and
       Collateral Agreement or (ii) an "Event of Default" under and as defined
       in any Mortgage shall have occurred and be continuing; or

              (d) any Loan Party shall default in the observance or performance
       of any other agreement contained in this Agreement or any other Loan
       Document (other than as provided in paragraphs (a) through (c) of this
       Section), and such default shall continue unremedied for a period of 30
       days after notice to the Borrower from the Administrative Agent or the
       Required Lenders; or

              (e) any Group Member (i) defaults in making any payment of any
       principal of any Indebtedness (including any Guarantee Obligation, but
       excluding the Loans) on the scheduled or original due date with respect
       thereto; or (ii) defaults in making any payment of any interest on any
       such Indebtedness beyond the period of grace, if any, provided in the
       instrument or agreement under which such Indebtedness was created; or
       (iii) defaults in the observance or performance of any other agreement or
       condition relating to any such Indebtedness or contained in any
       instrument or agreement evidencing, securing or relating thereto, or any
       other event shall occur or condition exist, the effect of which default
       or other event or condition is to cause, or to permit the holder or
       beneficiary of such Indebtedness (or a trustee or agent on behalf of such
       holder or beneficiary) to cause, with the giving of notice if required,
       such Indebtedness to become due prior to its stated maturity or to become
       subject to a mandatory offer to purchase by the obligor thereunder or (in
       the case of any such Indebtedness constituting a Guarantee

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       Obligation) to become payable; PROVIDED, that a default, event or
       condition described in clause (i), (ii) or (iii) of this paragraph (e)
       shall not at any time constitute an Event of Default unless, at such
       time, one or more defaults, events or conditions of the type described in
       clauses (i), (ii) and (iii) of this paragraph (e) shall have occurred and
       be continuing with respect to Indebtedness the outstanding principal
       amount of which exceeds in the aggregate $5,000,000; or

              (f) (i) any Group Member shall commence any case, proceeding or
       other action (A) under any existing or future law of any jurisdiction,
       domestic or foreign, relating to bankruptcy, insolvency, reorganization
       or relief of debtors, seeking to have an order for relief entered with
       respect to it, or seeking to adjudicate it a bankrupt or insolvent, or
       seeking reorganization, arrangement, adjustment, winding-up, liquidation,
       dissolution, composition or other relief with respect to it or its debts,
       or (B) seeking appointment of a receiver, trustee, custodian, conservator
       or other similar official for it or for all or any substantial part of
       its assets, or any Group Member shall make a general assignment for the
       benefit of its creditors; or (ii) there shall be commenced against any
       Group Member any case, proceeding or other action of a nature referred to
       in clause (i) above that (A) results in the entry of an order for relief
       or any such adjudication or appointment or (B) remains undismissed,
       undischarged or unbonded for a period of 60 days; or (iii) there shall be
       commenced against any Group Member any case, proceeding or other action
       seeking issuance of a warrant of attachment, execution, distraint or
       similar process against all or any substantial part of its assets that
       results in the entry of an order for any such relief that shall not have
       been vacated, discharged, or stayed or bonded pending appeal within 60
       days from the entry thereof; or (iv) any Group Member shall take any
       action in furtherance of, or indicating its consent to, approval of, or
       acquiescence in, any of the acts set forth in clause (i), (ii), or (iii)
       above; or (v) any Group Member shall generally not, or shall be unable
       to, or shall admit in writing its inability to, pay its debts as they
       become due; or

              (g) (i) any Person shall engage in any "prohibited transaction"
       (as defined in Section 406 of ERISA or Section 4975 of the Code)
       involving any Plan, (ii) any "accumulated funding deficiency" (as defined
       in Section 302 of ERISA), whether or not waived, shall exist with respect
       to any Plan or any Lien in favor of the PBGC or a Plan shall arise on the
       assets of the Borrower or any Commonly Controlled Entity, (iii) a
       Reportable Event shall occur with respect to, or proceedings shall
       commence to have a trustee appointed, or a trustee shall be appointed, to
       administer or to terminate, any Single Employer Plan, which Reportable
       Event or commencement of proceedings or appointment of a trustee is, in
       the reasonable opinion of the Required Lenders, likely to result in the
       termination of such Plan for purposes of Title IV of ERISA, (iv) any
       Single Employer Plan shall terminate for purposes of Title IV of ERISA,
       (v) the Borrower or any Commonly Controlled Entity shall, or in the
       reasonable opinion of the Required Lenders is likely to, incur any
       liability in connection with a withdrawal from, or the Insolvency or
       Reorganization of, a Multiemployer Plan or (vi) any other similar event
       or condition shall occur or exist with respect to a Plan; and in each
       case in clauses (i) through (vi) above, such event or condition, together
       with all other such events or

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       conditions, if any, could, in the reasonable judgment of the Required
       Lenders, reasonably be expected to have a Material Adverse Effect; or

              (h) one or more judgments or decrees shall be entered against any
       Group Member involving in the aggregate a liability (not paid or fully
       covered by insurance as to which the relevant insurance company has
       acknowledged coverage) of $2,000,000 or more, and all such judgments or
       decrees shall not have been vacated, discharged, stayed or bonded pending
       appeal within 30 days from the entry thereof; or

              (i) any of the Security Documents shall cease, for any reason, to
       be in full force and effect, or any Loan Party or any Affiliate of any
       Loan Party shall so assert, or any Lien created by any of the Security
       Documents shall cease to be enforceable and of the same effect and
       priority purported to be created thereby; or

              (j) the guarantee contained in Section 2 of the Guarantee and
       Collateral Agreement shall cease, for any reason, to be in full force and
       effect or any Loan Party or any Affiliate of any Loan Party shall so
       assert; or

              (k) (i) any "person" or "group" (as such terms are used in
       Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as
       amended (the "EXCHANGE ACT")), excluding the Permitted Investors, shall
       become, or obtain rights (whether by means or warrants, options or
       otherwise) to become, the "beneficial owner" (as defined in Rules 13(d)-3
       and 13(d)-5 under the Exchange Act), directly or indirectly, of more than
       35% of the outstanding common stock of the Borrower; (ii) the board of
       directors of the Borrower shall cease to consist of a majority of
       Continuing Directors; or (iii) a Specified Change of Control shall occur;
       or

              (l) the Senior Subordinated Notes or the guarantees thereof shall
       cease, for any reason, to be validly subordinated to the Obligations or
       the obligations of the Subsidiary Guarantors under the Guarantee and
       Collateral Agreement, as the case may be, as provided in the Senior
       Subordinated Note Indenture, or any Loan Party, any Affiliate of any Loan
       Party, the trustee in respect of the Senior Subordinated Notes or the
       holders of at least 25% in aggregate principal amount of the Senior
       Subordinated Notes shall so assert in writing; or

              (m) any Group Member defaults in the observation or performance of
       any agreement or condition contained in one or more contracts with
       respect to which Secured Surety Bonds have been issued resulting in a
       notice or notices of claims submitted under the Secured Surety Bonds and
       the aggregate amount of such claims exceed $20,000,000 at any time
       outstanding and such defaults shall either (x) be continuing for a period
       of 30 days or more or (y) have resulted in the provider of the relevant
       Secured Surety Bonds taking any enforcement action in respect of the Lien
       securing such Secured Surety Bond;

then, and in any such event, (A) if such event is an Event of Default specified
in clause (i) or (ii) of paragraph (f) above with respect to the Borrower,
automatically the Commitments shall immediately terminate and the Loans
hereunder (with accrued interest thereon) and all other

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amounts owing under this Agreement and the other Loan Documents (including all
amounts of L/C Obligations, whether or not the beneficiaries of the then
outstanding Letters of Credit shall have presented the documents required
thereunder) shall immediately become due and payable, and (B) if such event is
any other Event of Default, either or both of the following actions may be
taken: (i) with the consent of the Required Lenders, the Administrative Agent
may, or upon the request of the Required Lenders, the Administrative Agent
shall, by notice to the Borrower declare the Revolving Commitments to be
terminated forthwith, whereupon the Revolving Commitments shall immediately
terminate; and (ii) with the consent of the Required Lenders, the Administrative
Agent may, or upon the request of the Required Lenders, the Administrative Agent
shall, by notice to the Borrower, declare the Loans hereunder (with accrued
interest thereon) and all other amounts owing under this Agreement and the other
Loan Documents (including all amounts of L/C Obligations, whether or not the
beneficiaries of the then outstanding Letters of Credit shall have presented the
documents required thereunder) to be due and payable forthwith, whereupon the
same shall immediately become due and payable. With respect to all Letters of
Credit with respect to which presentment for honor shall not have occurred at
the time of an acceleration pursuant to this paragraph, the Borrower shall at
such time deposit in a cash collateral account opened by the Administrative
Agent an amount equal to the aggregate then undrawn and unexpired amount of such
Letters of Credit. Amounts held in such cash collateral account shall be applied
by the Administrative Agent to the payment of drafts drawn under such Letters of
Credit, and the unused portion thereof after all such Letters of Credit shall
have expired or been fully drawn upon, if any, shall be applied to repay other
obligations of the Borrower hereunder and under the other Loan Documents. After
all such Letters of Credit shall have expired or been fully drawn upon, all
Reimbursement Obligations shall have been satisfied and all other obligations of
the Borrower hereunder and under the other Loan Documents shall have been paid
in full, the balance, if any, in such cash collateral account shall be returned
to the Borrower (or such other Person as may be lawfully entitled thereto).
Except as expressly provided above in this Section, presentment, demand, protest
and all other notices of any kind are hereby expressly waived by the Borrower.

                             SECTION 10. THE AGENTS

       10.1. APPOINTMENT. (a) Each Lender hereby irrevocably designates and
appoints each Agent as the agent of such Lender under this Agreement and the
other Loan Documents, and each such Lender irrevocably authorizes such Agent, in
such capacity, to take such action on its behalf under the provisions of this
Agreement and the other Loan Documents and to exercise such powers and perform
such duties as are expressly delegated to such Agent by the terms of this
Agreement and the other Loan Documents, together with such other powers as are
reasonably incidental thereto. Notwithstanding any provision to the contrary
elsewhere in this Agreement, no Agent shall have any duties or responsibilities,
except those expressly set forth herein, or any fiduciary relationship with any
Lender, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into this Agreement or any other Loan
Document or otherwise exist against any Agent.

       (b) The Issuing Lender and the Foreign Currency Lenders shall act on
behalf of the Revolving Lenders with respect to Letters of Credit and Foreign
Currency Loans issued or made under this Agreement and the documents associated
therewith. It is understood and agreed

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that the Issuing Lender and the Foreign Currency Lenders (i) shall have all of
the benefits and immunities (x) provided to the Agents in this Section 10 with
respect to acts taken or omissions suffered by the Issuing Lender and Foreign
Currency Lenders in connection with Letters of Credit and Foreign Currency Loans
issued or made under this Agreement and the documents associated therewith as
fully as if the term "Agents", as used in this Section 10, included the Issuing
Lender and the Foreign Currency Lenders with respect to such acts or omissions
and (y) as additionally provided in this Agreement and (ii) shall have all of
the benefits of the provisions of Section 10.7 as fully as if the term "Agents",
as used in Section 10.7, included the Issuing Lender and the Foreign Currency
Lenders.

       10.2 DELEGATION OF DUTIES. Each Agent may execute any of its duties under
this Agreement and the other Loan Documents by or through agents or
attorneys-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties. No Agent shall be responsible for the
negligence or misconduct of any agents or attorneys-in-fact selected by it with
reasonable care.

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

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

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continuing to take any such action. The Agents shall in all cases be fully
protected in acting, or in refraining from acting, under this Agreement and the
other Loan Documents in accordance with a request of the Required Lenders (or,
if so specified by this Agreement, all Lenders), and such request and any action
taken or failure to act pursuant thereto shall be binding upon all the Lenders
and all future holders of the Loans.

       10.5 NOTICE OF DEFAULT. No Agent shall be deemed to have knowledge or
notice of the occurrence of any Default or Event of Default hereunder unless
such Agent has received notice from a Lender or the Borrower referring to this
Agreement, describing such Default or Event of Default and stating that such
notice is a "notice of default." In the event that the Administrative Agent
receives such a notice, the Administrative Agent shall give notice thereof to
the Lenders. The Administrative Agent shall take such action with respect to
such Default or Event of Default as shall be reasonably directed by the Required
Lenders (or, if so specified by this Agreement, all Lenders or any other
instructing group of Lenders specified by this Agreement); PROVIDED that unless
and until the Administrative Agent shall have received such directions, the
Administrative Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Default or Event of
Default as it shall deem advisable in the best interests of the Lenders.

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

       10.7. INDEMNIFICATION. The Lenders agree to indemnify each Agent in its
capacity as such (to the extent not reimbursed by the Borrower and without
limiting the obligation of the Borrower to do so), ratably according to their
respective Aggregate Exposure

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                                                                              93


Percentages in effect on the date on which indemnification is sought under this
Section (or, if indemnification is sought after the date upon which the
Commitments shall have terminated and the Loans shall have been paid in full,
ratably in accordance with such Aggregate Exposure Percentages immediately prior
to such date), from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind whatsoever that may at any time (whether before or after the payment
of the Loans) be imposed on, incurred by or asserted against such Agent in any
way relating to or arising out of, the Commitments, this Agreement, any of the
other Loan Documents or any documents contemplated by or referred to herein or
therein or the transactions contemplated hereby or thereby or any action taken
or omitted by such Agent under or in connection with any of the foregoing;
PROVIDED that no Lender shall be liable for the payment of any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements that are found by a final and nonappealable
decision of a court of competent jurisdiction to have resulted from such Agent's
gross negligence or willful misconduct. The agreements in this Section shall
survive the payment of the Loans and all other amounts payable hereunder.

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

       10.9 SUCCESSOR ADMINISTRATIVE AGENT. The Administrative Agent may resign
as Administrative Agent upon ten days' notice to the Lenders and the Borrower.
If the Administrative Agent shall resign as Administrative Agent under this
Agreement and the other Loan Documents, then the Required Lenders shall appoint
from among the Lenders a successor agent for the Lenders, which successor agent
shall (unless an Event of Default under Section 9(a) or Section 9(f) with
respect to the Borrower shall have occurred and be continuing) be subject to
approval by the Borrower (which approval shall not be unreasonably withheld or
delayed), whereupon such successor agent shall succeed to the rights, powers and
duties of the Administrative Agent, and the term "Administrative Agent" shall
mean such successor agent effective upon such appointment and approval, and the
former Administrative Agent's rights, powers and duties as Administrative Agent
shall be terminated, without any other or further act or deed on the part of
such former Administrative Agent or any of the parties to this Agreement or any
holders of the Loans. If no successor agent has accepted appointment as
Administrative Agent by the date that is ten days following a retiring
Administrative Agent's notice of resignation, the retiring Administrative
Agent's resignation shall nevertheless thereupon become effective and the
Lenders shall assume and perform all of the duties of the Administrative Agent
hereunder until such time, if any, as the Required Lenders appoint a successor
agent, which agent shall be (a) a bank organized and doing business under the
laws of the United States or any state thereof, subject to supervision or
examination by federal or state authority and having a total shareholder equity
aggregating at least $1,000,000,000 and (b) unless an Event of Default under

<Page>
                                                                              94


Section 9(a) or Section 9(f) with respect to the Borrower shall have occurred
and be continuing, be subject to approval by the Borrower (which approval shall
not be unreasonably withheld or delayed). The Syndication Agent may, at any
time, by notice to the Lenders and the Administrative Agent, resign as
Syndication Agent hereunder, whereupon the duties, rights, obligations and
responsibilities of the Syndication Agent hereunder shall automatically be
assumed by, and inure to the benefit of, the Administrative Agent, without any
further act by the Syndication Agent, the Administrative Agent or any Lender.
After any retiring Administrative Agent's resignation as Administrative Agent,
the provisions of this Section 10 shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was Administrative Agent under this
Agreement and the other Loan Documents.

       10.10. AGENTS GENERALLY. Except as expressly set forth herein, no Agent
shall have any duties or responsibilities hereunder in its capacity as such.

       10.11. THE LEAD ARRANGER. The Lead Arranger, in its capacity as such,
shall have no duties or responsibilities, and shall incur no liability, under
this Agreement and other Loan Documents.

                            SECTION 11. MISCELLANEOUS

       11.1. AMENDMENTS AND WAIVERS. Neither this Agreement, any other Loan
Document, nor any terms hereof or thereof may be amended, supplemented or
modified except in accordance with the provisions of this Section 11.1. The
Required Lenders and each Loan Party party to the relevant Loan Document may,
or, with the written consent of the Required Lenders, the Administrative Agent
and each Loan Party party to the relevant Loan Document may, from time to time,
(a) enter into written amendments, consents, supplements or modifications hereto
and to the other Loan Documents for the purpose of adding any provisions to this
Agreement or the other Loan Documents or changing in any manner the rights of
the Lenders or of the Loan Parties hereunder or thereunder or (b) waive, on such
terms and conditions as the Required Lenders or the Administrative Agent, as the
case may be, may specify in such instrument, any of the requirements of this
Agreement or the other Loan Documents or any Default or Event of Default and its
consequences; PROVIDED, HOWEVER, that no such waiver and no such amendment,
supplement or modification shall (i) forgive the principal amount or extend the
final scheduled date of maturity of any Loan, extend the scheduled date of any
amortization payment in respect of any Tranche C Term Loan, reduce the stated
rate of any interest or fee payable hereunder (except (x) in connection with the
waiver of applicability of any post-default increase in interest rates, which
waiver shall be effective with the consent of the Majority Facility Lenders of
each adversely affected Facility and (y) that any amendment or modification of
defined terms used in the financial covenants in this Agreement shall not
constitute a reduction in the rate of interest or fees for purposes of this
clause (i)) or extend the scheduled date of any payment thereof, or increase the
amount or extend the expiration date of any Lender's Revolving Commitment, in
each case without the written consent of each Lender directly affected thereby;
(ii) eliminate or reduce the voting rights of any Lender under this Section 11.1
without the written consent of such Lender; (iii) reduce any percentage
specified in the definition of Required Lenders, consent to the assignment or
transfer by the Borrower of any of its rights and obligations under this
Agreement and the other Loan Documents, release all or

<Page>
                                                                              95


substantially all of the Collateral or release all or substantially all of the
Subsidiary Guarantors from their obligations under the Guarantee and Collateral
Agreement, in each case without the written consent of all Lenders; (iv) amend,
modify or waive any condition precedent to any extension of credit under the
Revolving Facility set forth in Section 6.2 (including in connection with any
waiver of an existing Default or Event of Default) without the written consent
of the Majority Facility Lenders with respect to the Revolving Facility; (v)
amend, modify or waive any provision of Sections 3.15 through 3.18 without the
written consent of all the Foreign Currency Lenders; (vi) amend, modify or waive
any provision of Section 4.8 without the written consent of the Majority
Facility Lenders in respect of each Facility adversely affected thereby; (vii)
reduce the amount of Net Cash Proceeds or Excess Cash Flow required to be
applied to prepay Loans under this Agreement without the written consent of the
Majority Facility Lenders with respect to each Facility that are scheduled to be
prepaid; (viii) reduce the percentage specified in the definition of Majority
Facility Lenders with respect to any Facility without the written consent of all
Lenders under such Facility; (ix) amend, modify or waive any provision of
Section 10 without the written consent of each Agent adversely affected thereby;
(x) amend, modify or waive any provision of Section 3.3 or 3.4 without the
written consent of the Swingline Lender; or (xi) amend, modify or waive any
provision of Sections 3.7 to 3.14 without the written consent of each Issuing
Lender. Any such waiver and any such amendment, supplement or modification shall
apply equally to each of the Lenders and shall be binding upon the Loan Parties,
the Lenders, the Agents and all future holders of the Loans. In the case of any
waiver, the Loan Parties, the Lenders and the Agents shall be restored to their
former position and rights hereunder and under the other Loan Documents, and any
Default or Event of Default waived shall be deemed to be cured and not
continuing; but no such waiver shall extend to any subsequent or other Default
or Event of Default, or impair any right consequent thereon.

       Notwithstanding the foregoing, this Agreement may be amended (or amended
and restated) with the written consent of the Required Lenders, the
Administrative Agent, the Syndication Agent and the Borrower (a) to add one or
more additional credit facilities to this Agreement and to permit the extensions
of credit from time to time outstanding thereunder and the accrued interest and
fees in respect thereof to share ratably in the benefits of this Agreement and
the other Loan Documents with the Tranche C Term Loans and Revolving Extensions
of Credit and the accrued interest and fees in respect thereof and (b) to
include appropriately the Lenders holding such credit facilities in any
determination of the Required Lenders and Majority Facility Lenders.

       In addition, notwithstanding the foregoing, this Agreement may be amended
with the written consent of the Administrative Agent, the Syndication Agent, the
Borrower and the Lenders providing the relevant Replacement Term Loans (as
defined below) to permit the refinancing of all outstanding Tranche C Term Loans
("REFINANCED TERM LOANS") with a replacement term loan tranche hereunder
("REPLACEMENT TERM LOANS"), PROVIDED that (a) the aggregate principal amount of
such Replacement Term Loans shall not exceed the aggregate principal amount of
such Refinanced Term Loans, (b) the Applicable Margin for such Replacement Term
Loans shall not be higher than the Applicable Margin for such Refinanced Term
Loans, (c) the weighted average life to maturity of such Replacement Term Loans
shall not be shorter than the weighted average life to maturity of such
Refinanced Term Loans at the time

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                                                                              96


of such refinancing and (d) all other terms applicable to such Replacement Term
Loans shall be substantially identical to, or less favorable to the Lenders
providing such Replacement Term Loans than, those applicable to such Refinanced
Term Loans, except to the extent necessary to provide for covenants and other
terms applicable to any period after the latest final maturity of the Tranche C
Term Loans in effect immediately prior to such refinancing.

       11.2. NOTICES. All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing (including by
telecopy), and, unless otherwise expressly provided herein, shall be deemed to
have been duly given or made when delivered, or three Business Days after being
deposited in the mail, postage prepaid, or, in the case of telecopy notice, when
received, addressed as follows in the case of the Borrower and the Agents, and
as set forth in an administrative questionnaire delivered to the Administrative
Agent in the case of the Lenders, or to such other address as may be hereafter
notified by the respective parties hereto:

<Table>
<S>                                  <C>
         The Borrower:               Scientific Games Corporation
                                     220 Continental Drive
                                     Suite 407
                                     Newark, Delaware 19713
                                     Attention:  Robert C. Becker
                                     Telecopy:  (302) 452-5382
                                     Telephone:  (302) 452-5227

         The Administrative Agent:   The Bank of New York
                                     Attention:  Sandra E. Morgan, Assistant Treasurer
                                     Telecopy: (212) 635-6365/6367
                                     Telephone: (212) 635-4692

         The Syndication Agent:      Bear Stearns Corporate Lending Inc.
                                     383 Madison Avenue
                                     New York, NY  10179
                                     Attention:  Stephen O'Keefe
                                     Telecopy:  (212) 272-9184
                                     Telephone:  (212) 272-9430
</Table>

         Issuing Lender:             As notified by such Issuing Lender to the
                                     Administrative Agent and the Borrower

PROVIDED that any notice, request or demand to or upon any Agent, the Issuing
Lender or the Lenders shall not be effective until received.

       11.3. NO WAIVER; CUMULATIVE REMEDIES. No failure to exercise and no delay
in exercising, on the part of any Agent or any Lender, any right, remedy, power
or privilege hereunder or under the other Loan Documents 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

<Page>
                                                                              97


rights, remedies, powers and privileges herein provided are cumulative and not
exclusive of any rights, remedies, powers and privileges provided by law.

       11.4. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations and
warranties made hereunder, in the other Loan Documents and in any document,
certificate or statement delivered pursuant hereto or in connection herewith
shall survive the execution and delivery of this Agreement and the making of the
Loans and other extensions of credit hereunder.

       11.5. PAYMENT OF EXPENSES AND TAXES. The Borrower agrees (a) to pay or
reimburse the Syndication Agent and the Administrative Agent for all its
reasonable out-of-pocket costs and expenses incurred in connection with the
development, preparation and execution of, and any amendment, supplement or
modification to, this Agreement and the other Loan Documents and any other
documents prepared in connection herewith or therewith, and the consummation and
administration of the transactions contemplated hereby and thereby, including
the reasonable fees and disbursements of counsel to such Agent and filing and
recording fees and expenses, with statements with respect to the foregoing to be
submitted to the Borrower prior to the Effective Date (in the case of amounts to
be paid on the Effective Date) and from time to time thereafter on a quarterly
basis or such other periodic basis as such Agent shall deem appropriate, (b) to
pay or reimburse each Lender and Agent for all its costs and reasonable expenses
incurred in connection with the enforcement or preservation of any rights under
this Agreement, the other Loan Documents and any such other documents, including
the fees and disbursements of counsel (including the allocated fees and expenses
of in-house counsel) to each Lender and of counsel to such Agent, PROVIDED that,
the fees and disbursements of counsel to any such Lender shall only be paid or
reimbursed to the extent incurred in connection with a Default or an Event of
Default, (c) to pay, indemnify, and hold each Lender and Agent harmless from,
any and all recording and filing fees and any and all liabilities with respect
to, or resulting from any delay in paying, stamp, excise and other taxes, if
any, that may be payable or determined to be payable in connection with the
execution and delivery of, or consummation or administration of any of the
transactions contemplated by, or any amendment, supplement or modification of,
or any waiver or consent under or in respect of, this Agreement, the other Loan
Documents and any such other documents, (d) to pay or reimburse the Issuing
Lender and each Foreign Currency Lender for all its reasonable out-of-pocket
costs and expenses incurred in connection with the conversion of any Letter of
Credit denominated in a Foreign Currency or any Foreign Currency pursuant to the
terms of this Agreement, and (e) to pay, indemnify, and hold each Lender and
Agent and their respective officers, directors, employees, affiliates, agents,
trustees, advisors and controlling persons (each, an "INDEMNITEE") harmless from
and against any and all other liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever with respect to the execution, delivery, enforcement,
performance and administration of this Agreement, the other Loan Documents and
any such other documents, including any of the foregoing relating to the use of
proceeds of the Loans or the violation of, noncompliance with or liability
under, any Environmental Law applicable to the operations of any Group Member or
any of the Properties and the reasonable fees and expenses of legal counsel in
connection with claims, actions or proceedings by any Indemnitee against any
Loan Party under any Loan Document (all the foregoing in this clause (e),
collectively, the "INDEMNIFIED LIABILITIES"), PROVIDED, that the

<Page>
                                                                              98


Borrower shall have no obligation hereunder to any Indemnitee with respect to
Indemnified Liabilities to the extent such Indemnified Liabilities are found by
a final and nonappealable decision of a court of competent jurisdiction to have
resulted from the gross negligence or willful misconduct of such Indemnitee.
Without limiting the foregoing, and to the extent permitted by applicable law,
the Borrower agrees not to assert and to cause its Subsidiaries not to assert,
and hereby waives and agrees to cause its Subsidiaries to waive, all rights for
contribution or any other rights of recovery with respect to all claims,
demands, penalties, fines, liabilities, settlements, damages, costs and expenses
of whatever kind or nature, under or related to Environmental Laws, that any of
them may have by statute or otherwise against any Indemnitee, except to the
extent resulting from the gross negligence or willful misconduct of such
Indemnitee. All amounts due under this Section 11.5 shall be payable not later
than ten days after written demand therefor. Statements payable by the Borrower
pursuant to this Section 11.5 shall be submitted to Robert C. Becker (Telephone
No. (302) 452-5227) (Telecopy No. (302) 452-5382), at the address of the
Borrower set forth in Section 11.2, or to such other Person or address as may be
hereafter designated by the Borrower in a written notice to the Administrative
Agent. The agreements in this Section 11.5 shall survive repayment of the Loans
and all other amounts payable hereunder.

       11.6. SUCCESSORS AND ASSIGNS; PARTICIPATIONS AND ASSIGNMENTS. (a) The
provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns permitted hereby
(including any affiliate of the Issuing Lender that issues any Letter of
Credit), except that (i) the Borrower may not assign or otherwise transfer any
of its rights or obligations hereunder without the prior written consent of each
Lender (and any attempted assignment or transfer by the Borrower without such
consent shall be null and void) and (ii) no Lender may assign or otherwise
transfer its rights or obligations hereunder except in accordance with this
Section.

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

              (A) the Borrower, PROVIDED that, no consent of the Borrower shall
       be required for (x) any assignment to a Lender, an affiliate of a Lender
       or an Approved Fund (as defined below), (y) any assignment of the
       Revolving Commitments or the Revolving Loans if an Event of Default has
       occurred and is continuing and (z) any assignment of the Tranche C Term
       Loans;

              (B) the Administrative Agent, PROVIDED that no consent of the
       Administrative Agent shall be required for (x) an assignment to an
       Assignee that is a Lender immediately prior to giving effect to such
       assignment, except in the case of an assignment of a Revolving Commitment
       to an Assignee that does not already have a Revolving Commitment and (y)
       any assignment of Tranche C Term Loans; and

<Page>
                                                                              99


              (C) in the case of any assignment of a Revolving Commitment, each
       Issuing Lender and the Swingline Lender; and in the case of all such
       assignments, subject to notice to the Syndication Agent.

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

              (A) no assignment may be made to an Ineligible Assignee;

              (B) except in the case of an assignment to a Lender, an affiliate
       of a Lender or an Approved Fund or an assignment of the entire remaining
       amount of the assigning Lender's Commitments or Loans under any Facility,
       the amount of the Commitments or Loans of the assigning Lender subject to
       each such assignment (determined as of the date the Assignment and
       Assumption with respect to such assignment is delivered to the
       Administrative Agent) shall not be less than $1,000,000 unless each of
       the Borrower and the Administrative Agent otherwise consent, PROVIDED
       that (1) no such consent of the Borrower shall be required if an Event of
       Default has occurred and is continuing and (2) such amounts shall be
       aggregated in respect of each Lender and its affiliates or Approved
       Funds, if any;

              (C) 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 (treating simultaneous
       assignments by a Lender to two or more Approved Funds of such Lender as a
       single assignment);

              (D) the Assignee, if it shall not be a Lender, shall deliver to
       the Administrative Agent an administrative questionnaire; and

              (E) in the case of an assignment by a Lender to a CLO (as defined
       below) managed or administered by such Lender or an Affiliate of such
       Lender, the assigning Lender shall retain the sole right to approve any
       amendment, modification or waiver of any provision of this Agreement and
       the other Loan Documents, PROVIDED that the Assignment and Assumption
       between such Lender and such CLO may provide that such Lender will not,
       without the consent of such CLO, agree to any amendment, modification or
       waiver that (1) requires the consent of each Lender directly affected
       thereby pursuant to the proviso to the second sentence of Section 11.1
       and (2) directly affects such CLO.

For the purposes of this Section 11.6, the terms "Approved Fund" and "CLO" have
the following meanings:

              "APPROVED FUND" means (a) with respect to any Lender, a CLO
       managed by such Lender or an Affiliate of such Lender and (b) with
       respect to any Lender that is a fund which invests in bank loans and
       similar extensions of credit, any other fund that invests in bank loans
       and similar extensions of credit and is managed by the same investment
       advisor as such Lender or by an affiliate of such investment advisor.

<Page>
                                                                             100


              "CLO" means any entity (whether a corporation, partnership, trust
       or otherwise) that is engaged in making, purchasing, holding or otherwise
       investing in bank loans and similar extensions of credit in the ordinary
       course of its business and is administered or managed by a Lender or an
       affiliate of such Lender.

       (iii) Subject to acceptance and recording thereof pursuant to paragraph
(b)(iv) below, from and after the effective date specified in each Assignment
and Assumption the Assignee thereunder shall be a party hereto 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
4.9, 4.10, 4.11 and 11.5 relating to the period during which it was a Lender).
Any assignment or transfer by a Lender of rights or obligations under this
Agreement that does not comply with this Section 11.6 shall be treated for
purposes of this Agreement as a sale by such Lender of a participation in such
rights and obligations in accordance with paragraph (c) of this Section.

       (iv) The Administrative Agent, acting for this purpose as an agent of the
Borrower, shall maintain at one of its offices a copy of each Assignment and
Assumption delivered to it and a register for the recordation of the names and
addresses of the Lenders, and the Commitments of, and principal amount 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, the Issuing Lender 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.

       (v) Upon its receipt of a duly completed Assignment and Assumption
executed by an assigning Lender and an Assignee, the Assignee's completed
administrative questionnaire (unless the Assignee shall already be a Lender
hereunder) and any written consent to such assignment required by paragraph (b)
of this Section, the Administrative Agent shall accept such Assignment and
Assumption and record the information contained therein in the Register. No
assignment shall be effective for purposes of this Agreement unless it has been
recorded in the Register as provided in this paragraph.

       (c) (i) Any Lender may, without the consent of the Borrower or the
Administrative Agent, sell participations to one or more banks or other entities
(a "PARTICIPANT") in all or a portion of such Lender's rights and obligations
under this Agreement (including all or a portion of its Commitments and the
Loans owing to it); PROVIDED that (A) such Lender's obligations under this
Agreement shall remain unchanged, (B) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations
and (C) the Borrower, the Agents, the Issuing Lender and the other Lenders shall
continue to deal solely and directly with such Lender in connection with such
Lender's rights and obligations under this Agreement. Any agreement pursuant to
which a Lender sells such a participation shall provide

<Page>
                                                                             101


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 may provide that such Lender will not,
without the consent of the Participant, agree to any amendment, modification or
waiver that (1) requires the consent of each Lender directly affected thereby
pursuant to the proviso to the second sentence of Section 11.1 and (2) directly
affects such Participant. Subject to paragraph (c)(ii) of this Section, the
Borrower agrees that each Participant shall be entitled to the benefits of
Sections 4.9, 4.10 and 4.11 to the same extent as if it were a Lender and had
acquired its interest by assignment pursuant to paragraph (b) of this Section.
To the extent permitted by law, each Participant also shall be entitled to the
benefits of Section 11.7(b) as though it were a Lender, PROVIDED such
Participant shall be subject to Section 11.7(a) as though it were a Lender.

       (ii) A Participant shall not be entitled to receive any greater payment
under Section 4.9, 4.10 or 4.11 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. Any Participant that is a Non-U.S. Lender
shall not be entitled to the benefits of Section 4.10 unless such Participant
complies with Section 4.10(d).

       (d) Any Lender may, without the consent of the Borrower or the
Administrative Agent, at any time pledge or assign a security interest in all or
any portion of its rights under this Agreement to secure obligations of such
Lender, including any pledge or assignment to secure obligations to a Federal
Reserve Bank, and this Section shall not apply to any such pledge or assignment
of a security interest; PROVIDED that no such pledge or assignment of a security
interest shall release a Lender from any of its obligations hereunder or
substitute any such pledgee or Assignee for such Lender as a party hereto. In
the case of any Lender that is a fund that invests in bank loans, such Lender
may, without the consent of the Borrower or the Administrative Agent, assign or
pledge all or any portion of its rights under this Agreement, including the
Tranche C Term Loans and Notes representing such Tranche C Term Loans or any
other instrument evidencing its rights as a Lender under this Agreement, to any
holder or, trustee for, or any other representative of holders of, obligations
owed or securities issued, by such fund, as security for such obligations or
securities; PROVIDED that any foreclosure or similar action by such trustee or
representative shall be subject to the provisions of this Section concerning
assignments.

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

       (f) Notwithstanding the foregoing, any Conduit Lender may assign any or
all of the Loans it may have funded hereunder to its designating Lender without
the consent of the Borrower or the Administrative Agent and without regard to
the limitations set forth in Section 11.6(b). The Borrower, each Lender and the
Agents hereby confirms that it will not institute against a Conduit Lender or
join any other Person in instituting against a Conduit Lender any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceeding under any
state bankruptcy or similar law, for one year and one day after the payment in
full of the

<Page>
                                                                             102


latest maturing commercial paper note issued by such Conduit Lender; PROVIDED,
HOWEVER, that each Lender designating any Conduit Lender hereby agrees to
indemnify, save and hold harmless each other party hereto for any loss, cost,
damage or expense arising out of its inability to institute such a proceeding
against such Conduit Lender during such period of forbearance.

       11.7. ADJUSTMENTS; SET-OFF. (a) Except to the extent that this Agreement
expressly provides for payments to be allocated to a particular Lender or to the
Lenders under a particular Facility, if any Lender (a "BENEFITTED LENDER")
shall, at any time after the Loans and other amounts payable hereunder shall
immediately become due and payable pursuant to Section 9, receive any payment of
all or part of the Obligations owing to it, or receive any collateral in respect
thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or
proceedings of the nature referred to in Section 9(f), or otherwise), in a
greater proportion than any such payment to or collateral received by any other
Lender, if any, in respect of the Obligations owing to such other Lender, such
Benefitted Lender shall purchase for cash from the other Lenders a participating
interest in such portion of the Obligations owing to each such other Lender, or
shall provide such other Lenders with the benefits of any such collateral, as
shall be necessary to cause such Benefitted Lender to share the excess payment
or benefits of such collateral ratably with each of the Lenders; PROVIDED,
however, that if all or any portion of such excess payment or benefits is
thereafter recovered from such Benefitted Lender, such purchase shall be
rescinded, and the purchase price and benefits returned, to the extent of such
recovery, but without interest.

       (b) In addition to any rights and remedies of the Lenders provided by
law, each Lender shall have the right, without prior notice to the Borrower, any
such notice being expressly waived by the Borrower to the extent permitted by
applicable law, upon any amount becoming due and payable by the Borrower
hereunder (whether at the stated maturity, by acceleration or otherwise), to set
off and appropriate and apply against such amount any and all deposits (general
or special, time or demand, provisional or final), in any currency, and any
other credits, indebtedness or claims, in any currency, in each case whether
direct or indirect, absolute or contingent, matured or unmatured, at any time
held or owing by such Lender or any branch or agency thereof to or for the
credit or the account of the Borrower. Each Lender agrees promptly to notify the
Borrower and the Administrative Agent after any such setoff and application made
by such Lender, PROVIDED that the failure to give such notice shall not affect
the validity of such setoff and application.

       11.8. COUNTERPARTS. This Agreement may be executed by one or more of the
parties to this Agreement on any number of separate counterparts, and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument. Delivery of an executed signature page of this Agreement by
facsimile transmission shall be effective as delivery of a manually executed
counterpart hereof. A set of the copies of this Agreement signed by all the
parties shall be lodged with the Borrower and the Administrative Agent.

       11.9. SEVERABILITY. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any

<Page>
                                                                             103


such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

       11.10. INTEGRATION. This Agreement and the other Loan Documents represent
the entire agreement of the Borrower, the Agents and the Lenders with respect to
the subject matter hereof and thereof, and there are no promises, undertakings,
representations or warranties by any Agent or any Lender relative to subject
matter hereof not expressly set forth or referred to herein or in the other Loan
Documents.

       11.11. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

       11.12. SUBMISSION TO JURISDICTION; WAIVERS. The Borrower hereby
irrevocably and unconditionally:

              (a) submits for itself and its property in any legal action or
       proceeding relating to this Agreement and the other Loan Documents to
       which it is a party, or for recognition and enforcement of any judgment
       in respect thereof, to the non-exclusive general jurisdiction of the
       courts of the State of New York, the courts of the United States for the
       Southern District of New York, and appellate courts from any thereof;

              (b) consents that any such action or proceeding may be brought in
       such courts and waives any objection that it may now or hereafter have to
       the venue of any such action or proceeding in any such court or that such
       action or proceeding was brought in an inconvenient court and agrees not
       to plead or claim the same;

              (c) agrees that service of process in any such action or
       proceeding may be effected by mailing a copy thereof by registered or
       certified mail (or any substantially similar form of mail), postage
       prepaid, to the Borrower at its address set forth in Section 11.2 or at
       such other address of which the Administrative Agent shall have been
       notified pursuant thereto;

              (d) agrees that nothing herein shall affect the right to effect
       service of process in any other manner permitted by law or shall limit
       the right to sue in any other jurisdiction; and

              (e) waives, to the maximum extent not prohibited by law, any right
       it may have to claim or recover in any legal action or proceeding
       referred to in this Section any special, exemplary, punitive or
       consequential damages.

       11.13. ACKNOWLEDGMENTS. The Borrower hereby acknowledges that:

              (a) it has been advised by counsel in the negotiation, execution
       and delivery of this Agreement and the other Loan Documents;

<Page>
                                                                             104


              (b) no Agent or Lender has any fiduciary relationship with or duty
       to the Borrower arising out of or in connection with this Agreement or
       any of the other Loan Documents, and the relationship between the Agents
       and Lenders, on one hand, and the Borrower, on the other hand, in
       connection herewith or therewith is solely that of debtor and creditor;
       and

              (c) no joint venture is created hereby or by the other Loan
       Documents or otherwise exists by virtue of the transactions contemplated
       hereby among the Lenders or among the Borrower and the Lenders.

       11.14. RELEASES OF GUARANTEES AND LIENS. (a) Notwithstanding anything to
the contrary contained herein or in any other Loan Document, the Administrative
Agent is hereby irrevocably authorized by each Lender (without requirement of
notice to or consent of any Lender except as expressly required by Section 11.1)
to take any action requested by the Borrower having the effect of releasing any
Collateral or guarantee obligations (i) to the extent necessary to permit
consummation of any transaction not prohibited by any Loan Document, including
any Tax Reorganization, or that has been consented to in accordance with Section
11.1 or (ii) under the circumstances described in paragraph (b) below.

       (b) At such time as the Loans, the Reimbursement Obligations and the
other obligations under the Loan Documents (other than obligations under or in
respect of Hedge Agreements) shall have been paid in full, the Commitments have
been terminated and no Letters of Credit shall be outstanding, the Collateral
shall be released from the Liens created by the Security Documents, and the
Security Documents and all obligations (other than those expressly stated to
survive such termination) of the Administrative Agent and each Loan Party under
the Security Documents shall terminate, all without delivery of any instrument
or performance of any act by any Person.

       11.15. CONFIDENTIALITY. Each Agent and each Lender agrees to keep
confidential all non-public information provided to it by any Loan Party
pursuant to this Agreement that is designated by such Loan Party as
confidential; PROVIDED that nothing herein shall prevent any Agent or any Lender
from disclosing any such information (a) to any Agent, any other Lender or any
Lender Affiliate, (b) subject to an agreement to comply with the provisions of
this Section, to any actual or prospective Transferee or any direct or indirect
counterparty to any Hedge Agreement (or any professional advisor to such
counterparty), (c) to its employees, directors, agents, attorneys, accountants
and other professional advisors or those of any of its affiliates, (d) upon the
request or demand of any Governmental Authority, (e) in response to any order of
any court or other Governmental Authority or as may otherwise be required
pursuant to any Requirement of Law, (f) if requested or required to do so in
connection with any litigation or similar proceeding, (g) that has been publicly
disclosed, (h) to the National Association of Insurance Commissioners or any
similar organization or any nationally recognized rating agency that requires
access to information about a Lender's investment portfolio in connection with
ratings issued with respect to such Lender, or (i) in connection with the
exercise of any remedy hereunder or under any other Loan Document.
Notwithstanding anything herein to the contrary, any party to this Agreement
(and any employee, representative, or other agent of any party to this
Agreement) may disclose to any and all persons, without limitation of any kind,
the tax treatment

<Page>
                                                                             105


and tax structure of the transactions contemplated by this Agreement and all
materials of any kind (including opinions or other tax analysis) that are
provided to it relating to such tax treatment and tax structure. However, any
such information relating to the tax treatment or tax structure is required to
be kept confidential to the extent necessary to comply with any applicable
federal or state securities laws.

       11.16. WAIVERS OF JURY TRIAL. THE BORROWER, THE AGENTS AND THE LENDERS
HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION
OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY
COUNTERCLAIM THEREIN.

       11.17. DELIVERY OF ADDENDA. Each initial Lender shall become a party to
this Agreement by delivering to the Administrative Agent an Addendum duly
executed by such Lender.

       11.18. CONVERSION OF CURRENCIES. (a) If, for the purpose of obtaining
judgment in any court, it is necessary to convert a sum owing hereunder in one
currency into another currency, each party hereto agrees, to the fullest extent
that it may effectively do so, that the rate of exchange used shall be that at
which, in accordance with normal banking procedures in the relevant
jurisdiction, the first currency could be purchased with such other currency on
the Business Day immediately preceding the day on which final judgment is given.

       (b) The obligations of the Borrower in respect of any sum due to any
party hereto or any holder of the obligations owing hereunder (the "APPLICABLE
CREDITOR") shall, notwithstanding any judgment in a currency (the "JUDGMENT
CURRENCY") other than the currency in which such sum is stated to be due
hereunder (the "AGREEMENT CURRENCY"), be discharged only to the extent that, on
the Business Day following receipt by the Applicable Creditor of any sum
adjudged to be so due in the Judgment Currency, the Applicable Creditor may in
accordance with normal banking procedures in the relevant jurisdiction purchase
the Agreement Currency with the Judgment Currency; if the amount of the
Agreement Currency so purchased is less than the sum originally due to the
Applicable Creditor in the Agreement Currency, the Borrower agrees, as a
separate obligation and notwithstanding any such judgment, to indemnify the
Applicable Creditor against such loss. The obligations of the Borrower contained
in this Section 11.18 shall survive the termination of this Agreement and the
payment of all other amounts owing hereunder.

       11.19. INTEREST RATE LIMITATION. Notwithstanding anything herein to the
contrary, if at any time the interest rate applicable to any Loan, together with
all fees, charges and other amounts which are treated as interest on such Loan
under applicable law (collectively the "CHARGES"), shall exceed the maximum
lawful rate (the "MAXIMUM RATE") which may be contracted for, charged, taken,
received or reserved by the Lender holding such Loan in accordance with
applicable law, the rate of interest payable in respect of such Loan hereunder,
together with all Charges payable in respect thereof, shall be limited to the
Maximum Rate and, to the extent lawful, the interest and Charges that would have
been payable in respect of such Loan but were not payable as a result of the
operation of this Section shall be cumulated and the

<Page>
                                                                             106


interest and Charges payable to such Lender in respect of other Loans or periods
shall be increased (but not above the Maximum Rate therefor) until such
cumulated amount, together with interest thereon at the Federal Funds Effective
Rate to the date of repayment, shall have been received by such Lender.

       11.20. EFFECT OF AMENDMENT AND RESTATEMENT OF THE EXISTING CREDIT
AGREEMENT. On the Effective Date, the Existing Credit Agreement shall be
amended, restated and superseded in its entirety. The parties hereto acknowledge
and agree that (a) this Agreement and the other Loan Documents, whether executed
and delivered in connection herewith or otherwise, do not constitute a novation,
payment and reborrowing, or termination of the "Obligations" (as defined in the
Existing Credit Agreement) under the Existing Credit Agreement as in effect
prior to the Effective Date and (b) such "Obligations" are in all respects
continuing (as amended and restated hereby) with only the terms thereof being
modified as provided in this Agreement.

       11.21. SPECIAL PROVISIONS. (a) On the Effective Date, each Revolving
Lender that is not party to the Existing Credit Agreement and each Lender whose
Revolving Commitment exceeds its Revolving Commitment (as defined in the
Existing Credit Agreement) under the Existing Credit Agreement shall be deemed
to have purchased the Revolving Commitments of each Lender whose Revolving
Commitment is less than its Revolving Commitment (as defined in the Existing
Credit Agreement) under the Existing Credit Agreement and/or increased its
Revolving Commitment such that the Revolving Commitment of each relevant Lender
will be as set forth in the Lender Addendum for such Lender. Each such Lender
agrees that the provisions of Section 2 of the form of Assignment and
Acceptance, attached hereto as Exhibit E, shall apply to it MUTATIS MUTANDIS.

       (b) The Lenders (which are Revolving Lenders under the Existing Credit
Agreement) hereby waive any requirements for notice of prepayment, commitment
terminations, minimum amounts of prepayments of Revolving Loans (as defined in
the Existing Credit Agreement), ratable reductions of Revolving Commitments (as
defined in the Existing Credit Agreement) and ratable payments on account of the
principal or interest of any Revolving Loan (as defined in the Existing Credit
Agreement) under the Existing Credit Agreement to the extent such prepayment,
reductions or payments are required pursuant to Section 6.1(p).

       (c) The Lenders (which are Term Lenders under the Existing Credit
Agreement) hereby waive any requirements for notice of prepayment, minimum
amounts of prepayments of Existing Term Loans and ratable payments on account of
the principal or interest of any Existing Term Loan under the Existing Credit
Agreement to the extent such prepayment, reductions or payments are required
pursuant to Section 6.1(p).

       (d) The Revolving Lenders hereby confirm that, from and after the
Effective Date, all participations of the Revolving Lenders in respect of
Letters of Credit outstanding hereunder pursuant to Section 3.7(a) shall be
based upon the Revolving Percentages of the Lenders (after giving effect to this
Agreement).

       (e) The Lenders hereby confirm that, from and after the making of the
initial Loans, all participations of the Lenders in respect of Foreign Currency
Loans outstanding

<Page>
                                                                             107


hereunder pursuant to Section 3.18(a) shall be based upon the Revolving
Percentages of the Lenders (after giving effect to this Agreement).












<Page>

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

                                  SCIENTIFIC GAMES CORPORATION


                                  By:
                                      ------------------------------------------
                                      Name:
                                      Title:


                                  BEAR, STEARNS & CO. INC., as Sole Lead
                                  Arranger and Sole Bookrunner


                                  By:
                                      ------------------------------------------
                                      Name:
                                      Title:


                                  BEAR STEARNS CORPORATE LENDING INC., as
                                  Syndication Agent and as a Lender


                                  By:
                                      ------------------------------------------
                                      Name:
                                      Title:


                                  THE BANK OF NEW YORK, as Administrative Agent


                                  By:
                                      ------------------------------------------
                                      Name:
                                      Title:

<Page>

                                  DEUTSCHE BANK SECURITIES INC.,
                                    as Co-Arranger and Co-Documentation Agent


                                  By:
                                      ------------------------------------------
                                      Name:
                                      Title:


                                  By:
                                      ------------------------------------------
                                      Name:
                                      Title:


                                  DEUTSCHE BANK TRUST COMPANY AMERICAS,
                                  as a Lender


                                  By:
                                      ------------------------------------------
                                      Name:
                                      Title:


                                  CREDIT SUISSE FIRST BOSTON, Acting Through
                                  its Cayman Islands Branch, as Co-Arranger,
                                  Co-Documentation Agent and a Lender


                                  By:
                                      ------------------------------------------
                                      Name:
                                      Title:


                                  By:
                                      ------------------------------------------
                                      Name:
                                      Title:


<Page>
                                                                         ANNEX A


              PRICING GRID FOR REVOLVING LOANS AND SWINGLINE LOANS
<Table>
<Caption>
=========================== ========================== =============================
                              Applicable Margin for     Applicable Margin for Base
      Pricing Level            Eurocurrency Loans               Rate Loans
--------------------------- -------------------------- -----------------------------
<S>                         <C>                        <C>
            I                         3.00%                       2.00%
--------------------------- -------------------------- -----------------------------

            II                        2.75%                       1.75%
--------------------------- -------------------------- -----------------------------

           III                        2.50%                       1.50%
--------------------------- -------------------------- -----------------------------

            IV                        2.25%                       1.25%
--------------------------- -------------------------- -----------------------------

            V                         2.00%                       1.00%
=========================== ========================== =============================
</Table>

The Applicable Margin for Revolving Loans and Swingline Loans and the Commitment
Fee Rate shall be adjusted, on and after the first Adjustment Date (as defined
below) occurring after the date which is six months after the Original Closing
Date, based on changes in the Consolidated Leverage Ratio, with such adjustments
to become effective on the date (the "ADJUSTMENT DATE") that is three Business
Days after the date on which the relevant financial statements are delivered to
the Lenders pursuant to Section 7.1 and to remain in effect until the next
adjustment to be effected pursuant to this paragraph. If any financial
statements referred to above are not delivered within the time periods specified
in Section 7.1, then, until the date that is three Business Days after the date
on which such financial statements are delivered, the highest rate set forth in
each column of the Pricing Grid shall apply. On each Adjustment Date, the
Applicable Margin for Revolving Loans and Swingline Loans and the Commitment Fee
Rate shall be adjusted to be equal to the Applicable Margins and Commitment Fee
Rate opposite the Pricing Level determined to exist on such Adjustment Date from
the financial statements relating to such Adjustment Date.

       As used herein, the following rules shall govern the determination of
Pricing Levels on each Adjustment Date:

       "PRICING LEVEL I" shall exist on an Adjustment Date if the Consolidated
Leverage Ratio for the relevant period is greater than or equal to 3.50 to 1.00.

       "PRICING LEVEL II" shall exist on an Adjustment Date if the Consolidated
Leverage Ratio for the relevant period is less than 3.50 to 1.00 but greater
than or equal to 3.00 to 1.00.

       "PRICING LEVEL III" shall exist on an Adjustment Date if the Consolidated
Leverage Ratio for the relevant period is less than 3.00 to 1.00 but greater
than or equal to 2.50 to 1.00.


<Page>

       "PRICING LEVEL IV" shall exist on an Adjustment Date if the Consolidated
Leverage Ratio for the relevant period is less than 2.50 to 1.00 but greater
than or equal to 2.00 to 1.00.

       "PRICING LEVEL V" shall exist on an Adjustment Date if the Consolidated
Leverage Ratio for the relevant period is less than 2.00 to 1.00.