<PAGE>

                                                                   EXHIBIT 10.83

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

                                CREDIT AGREEMENT

                          Dated as of November 4, 2003

                                      among

                       FIDELITY NATIONAL FINANCIAL, INC.,
                                as the Borrower,

                             BANK OF AMERICA, N.A.,
                 as Administrative Agent and Swing Line Lender,

                                 SUNTRUST BANK,
                         U.S. BANK NATIONAL ASSOCIATION,
                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                              JPMORGAN CHASE BANK,
                                       as

                             Co-Syndication Agents,

                                BANK OF THE WEST,
                                 COMERICA BANK,
                       LA SALLE BANK NATIONAL ASSOCIATION,
                    SUMITOMO MITSUI BANKING CORP., NEW YORK,
                         UNION BANK OF CALIFORNIA, N.A.,
                     WELLS FARGO BANK, NATIONAL ASSOCIATION,
                                       as

                               Co-Managing Agents,

                                       and
                         The Other Lenders Party Hereto

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

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

<PAGE>

                                TABLE OF CONTENTS

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

         1.01         Defined Terms..............................................................................   1
         1.02         Other Interpretive Provisions..............................................................  14
         1.03         Accounting Terms...........................................................................  14
         1.04         Rounding...................................................................................  15
         1.05         References to Agreements and Laws..........................................................  15
         1.06         Times of Day...............................................................................  15

ARTICLE II.           THE COMMITMENTS and Credit Extensions

         2.01         Revolving Loans............................................................................  15
         2.02         Borrowings, Conversions and Continuations of Revolving Loans...............................  15
         2.03         Swing Line Loans...........................................................................  16
         2.04         Prepayments................................................................................  18
         2.05         Termination or Reduction of Commitments....................................................  18
         2.06         Repayment of Loans.........................................................................  19
         2.07         Interest...................................................................................  19
         2.08         Fees.......................................................................................  19
         2.09         Computation of Interest and Fees...........................................................  19
         2.10         Evidence of Debt...........................................................................  19
         2.11         Payments Generally.........................................................................  20
         2.12         Sharing of Payments........................................................................  21

ARTICLE III.          TAXES, YIELD PROTECTION AND ILLEGALITY

         3.01         Taxes......................................................................................  21
         3.02         Illegality.................................................................................  22
         3.03         Inability to Determine Rates...............................................................  22
         3.04         Increased Cost and Reduced Return; Capital Adequacy; Reserves on  Eurodollar Rate Loans....  22
         3.05         Funding Losses.............................................................................  23
         3.06         Matters Applicable to all Requests for Compensation........................................  23
         3.07         Survival...................................................................................  23

ARTICLE IV.           CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

         4.01         Conditions of Initial Credit Extension.....................................................  24
         4.02         Conditions to all Credit Extensions........................................................  25

ARTICLE V.            REPRESENTATIONS AND WARRANTIES

         5.01         Existence, Qualification and Power; Compliance with Laws...................................  25
         5.02         Authorization; No Contravention............................................................  25
         5.03         Governmental Authorization; Other Consents.................................................  25
         5.04         Binding Effect.............................................................................  25
         5.05         Financial Statements; No Material Adverse Effect...........................................  25
         5.06         Litigation.................................................................................  26
         5.07         No Default.................................................................................  26
         5.08         Ownership of Property; Liens...............................................................  26
         5.09         Environmental Compliance...................................................................  26
         5.10         Insurance..................................................................................  26
         5.11         Taxes......................................................................................  26
</TABLE>

                                        i

<PAGE>
                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
Section                                                                                                           Page
<S>                   <C>                                                                                         <C>
         5.12         ERISA Compliance...........................................................................  27
         5.13         Intellectual Property, Licenses, etc.......................................................  27
         5.14         Subsidiaries...............................................................................  27
         5.15         Margin Regulations; Investment Company Act; Public Utility Holding Company Act.............  27
         5.16         Disclosure.................................................................................  28
         5.17         Compliance with Laws.......................................................................  28
         5.18         Solvent....................................................................................  28
         5.19         Licenses...................................................................................  28
         5.20         Employee Matters...........................................................................  28
         5.21         Insurance Subsidiaries.....................................................................  28
         5.22         Tax Shelter Regulations....................................................................  28

ARTICLE VI.           AFFIRMATIVE COVENANTS

         6.01         Financial Statements.......................................................................  28
         6.02         Certificates; Other Information............................................................  29
         6.03         Notices....................................................................................  31
         6.04         Preservation of Existence, Etc.............................................................  31
         6.05         Maintenance of Properties..................................................................  31
         6.06         Maintenance of Insurance...................................................................  31
         6.07         Compliance with Laws.......................................................................  32
         6.08         Books and Records..........................................................................  32
         6.09         Inspection Rights..........................................................................  32
         6.10         Use of Proceeds............................................................................  32
         6.11         Payment of Taxes...........................................................................  32
         6.12         Future Subsidiaries........................................................................  32
         6.13         Maintenance of Corporate Separateness......................................................  32
         6.14         UTCs.......................................................................................  32
         6.15         Subsidiary Guaranty........................................................................  32

ARTICLE VII.          NEGATIVE COVENANTS

         7.01         Liens......................................................................................  33
         7.02         Consolidations and Mergers; Sales of Assets................................................  34
         7.03         Investments................................................................................  34
         7.04         Limitation on Indebtedness.................................................................  35
         7.05         Transactions with Affiliates...............................................................  35
         7.06         Restricted Payments........................................................................  35
         7.07         Change in Business.........................................................................  36
         7.08         Accounting Changes.........................................................................  36
         7.09         Financial Covenants........................................................................  36
         7.10         Negative Pledges, Restrictive Agreements, etc..............................................  36
         7.11         ERISA......................................................................................  36
         7.12         Capital Expenditures.......................................................................  36

ARTICLE VIII.         EVENTS OF DEFAULT AND REMEDIES

         8.01         Events of Default..........................................................................  37
         8.02         Remedies Upon Event of Default.............................................................  38
         8.03         Application of Funds.......................................................................  39

ARTICLE IX.           ADMINISTRATIVE AGENT

         9.01         Appointment and Authorization of Administrative Agent......................................  39
</TABLE>

                                       ii

<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
Section                                                                                                           Page
<S>                   <C>                                                                                         <C>
         9.02         Delegation of Duties.......................................................................  39
         9.03         Liability of Administrative Agent..........................................................  39
         9.04         Reliance by Administrative Agent...........................................................  40
         9.05         Notice of Default..........................................................................  40
         9.06         Credit Decision; Disclosure of Information by Administrative Agent.........................  40
         9.07         Indemnification of Administrative Agent....................................................  41
         9.08         Administrative Agent in its Individual Capacity............................................  41
         9.09         Successor Administrative Agent.............................................................  41
         9.10         Administrative Agent May File Proofs of Claim..............................................  42
         9.11         Guaranty Matters...........................................................................  42
         9.12         Other Agents; Arrangers and Managers.......................................................  42

ARTICLE X.            MISCELLANEOUS

         10.01        Amendments, Etc............................................................................  42
         10.02        Notices and Other Communications; Facsimile Copies.........................................  43
         10.03        No Waiver; Cumulative Remedies.............................................................  44
         10.04        Attorney Costs, Expenses and Taxes.........................................................  44
         10.05        Indemnification by the Borrower............................................................  44
         10.06        Payments Set Aside.........................................................................  45
         10.07        Successors and Assigns.....................................................................  45
         10.08        Confidentiality............................................................................  47
         10.09        Set-off....................................................................................  48
         10.10        Counterparts...............................................................................  48
         10.11        Integration................................................................................  48
         10.12        Survival of Representations and Warranties.................................................  48
         10.13        Severability...............................................................................  48
         10.14        Tax Forms..................................................................................  50
         10.15        Replacement of Lenders.....................................................................  50
         10.16        Governing Law..............................................................................  50
         10.17        Waiver of Right to Trial by Jury...........................................................  50
         10.18        USA PATRIOT ACT NOTICE.....................................................................  50
         10.19        Entire Agreement...........................................................................  51
</TABLE>

                                       iii

<PAGE>

SCHEDULES
         2.01     Commitments and Pro Rata Shares
         5.05     Supplement to Interim Financial Statements
         5.06     Existing Litigation
         5.12     ERISA Matters
         5.14(a)  Subsidiaries
         5.14(b)  Subsidiary Guarantors
         7.01     Existing Liens
         7.03     Existing Secondary Investments
         7.04     Existing Debt
         7.05     Affiliate Transactions
         10.02    Administrative Agent's Office, Certain Addresses for Notices

EXHIBITS
         FORM OF
            A     Revolving Loan Notice
            B     Swing Line Loan Notice
            C     Revolving Loan Note
            D     Swing Line Note
            E     Compliance Certificate
            F     Assignment and Assumption
            G     Subsidiary Guaranty

                                        1

<PAGE>

                                CREDIT AGREEMENT

This CREDIT AGREEMENT ("Agreement") is entered into as of November 4, 2003,
among FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation (the
"Borrower"), each lender from time to time party hereto (collectively, the
"Lenders" and individually, a "Lender"), BANK OF AMERICA, N.A., as
Administrative Agent and Swing Line Lender, SUNTRUST BANK, U.S. BANK NATIONAL
ASSOCIATION, WACHOVIA BANK, NATIONAL ASSOCIATION and JPMORGAN CHASE BANK,
(collectively, as Co-Syndication Agents), and BANK OF THE WEST, COMERICA BANK,
LA SALLE BANK NATIONAL ASSOCIATION, SUMITOMO MITSUI BANK CORP., NEW YORK, UNION
BANK OF CALIFORNIA, N.A. and WELLS FARGO BANK, NATIONAL ASSOCIATION,
(collectively, as Co-Managing Agents).

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

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

                                   ARTICLE I.
                        DEFINITIONS AND ACCOUNTING TERMS

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

"Acquired Cash Flow" means, for any period, (a) Available Dividends of any
Person or assets acquired by a Subsidiary which is an Insurance Subsidiary in a
Permitted Acquisition during such period, plus (b) EBITDA of any Person or
assets acquired by a Subsidiary which is a non-Insurance Subsidiary in a
Permitted Acquisition during such period and available to be paid as dividends
to the Borrower under applicable Law, in either case as determined on a pro
forma basis for such period as if consummation of such Permitted Acquisition
occurred on the first day of such period.

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

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

"Administrative Agent's Office" means the Administrative Agent's address and, as
appropriate, account as set forth on Schedule 10.02, or such other address or
account as the Administrative Agent may from time to time notify the Borrower
and the Lenders.

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

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

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

"Aggregate Commitments" means the Commitments of all the Lenders.

"Agreement" means this Credit Agreement.

"Annual Statement" means the annual financial statement of any insurance company
as required to be filed with the Department, together with all exhibits or
schedules filed therewith, prepared in conformity with SAP. References to
amounts on particular exhibits, schedules, lines, pages and columns of such
Annual Statements are based on the formats promulgated by the NAIC for 2002
Annual Statements for the applicable type of insurance company. If such format
is changed in future years so that different information is contained in such
items or they no longer exist, it is understood that the reference is to
information consistent with that recorded in the referenced item in the 2002
Annual Statement of the insurance company.

<PAGE>

"Applicable Debt" means obligations described in clauses (a) or (f) of the
definition of Indebtedness contained herein (other than obligations permitted by
Section 7.04(f) and (g)).

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

<TABLE>
<CAPTION>
PRICING             DEBT RATINGS                               EURODOLLAR
 LEVEL              S&P/MOODY'S             FACILITY FEE         RATE +          BASE RATE +
--------------------------------------------------------------------------------------------
<S>               <C>                       <C>                <C>               <C>
   1              A-/A3 or higher              0.100              0.400             0.000
--------------------------------------------------------------------------------------------
   2                 BBB+/Baa1                 0.125              0.425             0.000
--------------------------------------------------------------------------------------------
   3                  BBB/Baa2                 0.150              0.500             0.000
--------------------------------------------------------------------------------------------
   4                 BBB-/Baa3                 0.225              0.925             0.000
--------------------------------------------------------------------------------------------
   5              BB+/Ba1 or lower             0.350              1.425             0.250
--------------------------------------------------------------------------------------------
</TABLE>

"Debt Rating" means, as of any date of determination, the rating as determined
by either S&P or Moody's (collectively, the "Debt Ratings") of the Borrower's
non-credit-enhanced, senior unsecured long-term debt; provided that if a Debt
Rating is issued by each of the foregoing rating agencies, then the higher of
such Debt Ratings shall apply (with the Debt Rating for Pricing Level 1 being
the highest and the Debt Rating for Pricing Level 5 being the lowest), unless
there is a split in Debt Ratings of more than one level, in which case the
Pricing Level that is one level higher than the Pricing Level of the lower Debt
Rating shall apply. If the Borrower has no Debt Rating from either S&P or
Moody's, the Applicable Rate shall be deemed to be in Pricing Level 5.

Initially, the Applicable Rate shall be determined based upon the Debt Rating
specified in the certificate delivered pursuant to Section 4.01(a)(viii).
Thereafter, each change in the Applicable Rate resulting from a publicly
announced change in the Debt Rating shall be effective, in the case of an
upgrade, during the period commencing on the date of delivery by the Borrower to
the Administrative Agent of notice thereof pursuant to Section 6.02(f) and
ending on the date immediately preceding the date of the next such change and,
in the case of a downgrade, during the period commencing on the date of the
public announcement thereof and ending on the date immediately preceding the
date of the next such change.

"Approved Fund" has the meaning specified in Section 10.07(g).

"Approved Securities" means fixed maturity securities or preferred stock which
are rated as Investment Grade by at least one of the Rating Agencies.

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

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

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

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

"Audited Financial Statements" means the audited consolidated balance sheet of
the Borrower and its Subsidiaries for the fiscal year ended December 31, 2002,
and the related consolidated statements of income or operations, shareholders'
equity and cash flows for such fiscal year of the Borrower and its Subsidiaries,
including the notes thereto.

"Availability Period" means the period from and including the Closing Date to
the Maturity Date.

"Available Dividends" means, for any Test Period, amounts available as of the
end of the full Fiscal Year ending prior to the end of such Test Period to be
paid by the Insurance Subsidiaries to the Borrower in accordance with the rules
and regulations of the applicable Departments as dividends under applicable Law.

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

"Bankruptcy Code" means the Federal Bankruptcy Reform Act of 1978 (11 U.S.C.
Section 101, et seq.).

"Base Rate" means for any day a fluctuating rate per annum equal to the higher
of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest in
effect for such day as publicly announced from time to time by Bank of America
as its "prime rate." The "prime rate" is a rate set by Bank of America based
upon various factors including

<PAGE>

Bank of America's costs and desired return, general economic conditions and
other factors, and is used as a reference point for pricing some loans, which
may be priced at, above, or below such announced rate. Any change in such rate
announced by Bank of America shall take effect at the opening of business on the
day specified in the public announcement of such change.

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

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

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

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

"Capital Expenditures" means, for any period, the aggregate of all expenditures
by the Borrower and its Subsidiaries during such period that, in conformity with
GAAP, are or are required to be included as additions during such period to
property, plant or equipment, and including capitalized software expenditures,
reflected in the consolidated statement of cash flows of the Borrower and its
Subsidiaries.

"Capital Lease", as applied to any Person, means any lease of any property
(whether real, personal or mixed) by that Person as lessee that, in conformity
with GAAP, is, or is required to be, accounted for as a capital lease on the
balance sheet of that Person.

"Capitalized Lease Liabilities" means all monetary obligations of the Borrower
or any of its Subsidiaries under any leasing or similar arrangement constituting
a Capital Lease and, for purposes of each Loan Document, the amount of such
obligations shall be the capitalized amount thereof, determined in accordance
with GAAP.

"Capital Stock" means, as to any Person, the equity interests in such Person,
including, without limitation, the shares of each class of capital stock in any
Person that is a corporation, each class of partnership interest in any Person
that is a partnership, and each class of membership interest in any Person that
is a limited liability company, and any warrants or options to purchase or
otherwise acquire any such equity interests.

"Cash Equivalents" means:

         (a)      securities issued or unconditionally guaranteed by the United
         States government or any agency or instrumentality thereof, in each
         case having maturities of not more than 12 months from the date of
         acquisition thereof;

         (b)      securities issued by any state of the United States or any
         political subdivision of any such state or any public instrumentality
         thereof having maturities of not more than 12 months from the date of
         acquisition thereof and, at the time of acquisition, having a rating of
         at least A-2 or P-2 (or long-term ratings of at least A3 or A-) from
         either Rating Agency, or, with respect to municipal bonds, a rating of
         at least MIG 2 or VMIG 2 from Moody's;

         (c)      commercial paper issued by any Lender or any bank holding
         company owning any Lender;

         (d)      commercial paper maturing not more than 12 months after the
         date of creation thereof and, at the time of acquisition, having a
         rating of at least A-1 or P-1 from either Rating Agency and commercial
         paper maturing not more than 90 days after the date of creation thereof
         and, at the time of acquisition, having a rating of at least A-2 or P-2
         from either Rating Agency;

         (e)      domestic and eurodollar certificates of deposit or bankers'
         acceptances maturing no more than one year after the date of
         acquisition thereof which are either issued by any Lender or any other
         banks having combined capital and surplus of not less than $100,000,000
         (or in the case of foreign banks, the dollar equivalent thereof) or are
         insured by the FDIC for the full amount thereof;

         (f)      repurchase agreements with a term of not more than 30 days
         for, and secured by, underlying securities of the type without regard
         to maturity described in clauses (a), (b) and (e) above entered into
         with any bank meeting the qualifications specified in clause (e) above
         or securities dealers of recognized national standing; and

         (g)      shares of investment companies that are registered under the
         Investment Company Act of 1940 and invest solely in one or more of the
         types without regard to maturity of securities described in clauses (a)
         through (f) above.

"Cash Flow" means, for any period, (a) Available Dividends from the Insurance
Subsidiaries, plus (b) EBITDA of Subsidiaries which are non-Insurance
Subsidiaries available to be paid as dividends under applicable Law, plus (c)
the total interest expense for such period multiplied by the actual marginal
combined federal and state income tax rate then applicable to the Borrower, plus
(d) Acquired Cash Flow.
<PAGE>

"Change of Control" means, and shall be deemed to have occurred if: (a) at any
time Continuing Directors shall not constitute a majority of the Board of
Directors of the Borrower; or (b) any Person or "group" (within the meaning of
Section 13(d) or 14(d) of the Exchange Act), other than Mr. William P. Foley II,
Mr. Allan P. Kirby, Jr., Grace Kirby Culbertson, the Estate of Ann Kirby or Mr.
F.M. Kirby or Persons Controlled by any of them, shall at any time have acquired
direct or indirect beneficial ownership of a percentage equal to or more than
50% of the outstanding Voting Stock of the Borrower.

"Closing Date" means the first date all the conditions precedent in Section 4.01
are satisfied or waived in accordance with Section 4.01 (or, in the case of
Section 4.01(b), waived by the Person entitled to receive the applicable
payment).

"Code" means the Internal Revenue Code of 1986.

"Co-Managing Agents" has the meaning specified in the introductory paragraph
hereto.

"Co-Syndication Agents" has the meaning specified in the introductory paragraph
hereto.

"Commitment" means, as to each Lender, its obligation to (a) make Revolving
Loans to the Borrower pursuant to Section 2.01, and (b) purchase participations
in Swing Line Loans, in an aggregate principal amount at any one time
outstanding not to exceed the amount set forth opposite such Lender's name on
Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender
becomes a party hereto, as applicable, as such amount may be adjusted from time
to time in accordance with this Agreement. "Compensation Period" has the meaning
specified in Section 2.11(c)(ii).

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

"Contingent Obligation" means, as to any Person, any direct or indirect
liability of that Person, with or without recourse, guaranteeing or intended to
guarantee any Indebtedness, lease, dividend or other monetary obligation (the
"primary obligations") of another Person (the "primary obligor") in any manner,
including any obligation of that Person (a) to purchase, repurchase or otherwise
acquire such primary obligations or any security therefor, (b) to advance or
provide funds for the payment or discharge of any such primary obligation or to
maintain working capital or equity capital of the primary obligor or otherwise
to maintain the net worth or solvency or any balance sheet item, level of income
or financial condition of the primary obligor, (c) 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 (d) otherwise to assure or hold harmless the holder
of any such primary obligation against loss in respect thereof. The amount of
any Contingent Obligation shall be deemed equal to the stated or determinable
amount of the primary obligation in respect of which such Contingent Obligation
is made or, if not stated or if indeterminable, the maximum reasonably
anticipated liability in respect thereof (assuming such Person is required to
perform thereunder), as determined by such Person in good faith. Notwithstanding
the foregoing, the term "Contingent Obligation" shall not include (a)
endorsements of instruments for deposit or collection in the ordinary course of
business, and (b) obligations of any Insurance Subsidiary under Insurance
Contracts, Reinsurance Agreements and Retrocession Agreements (but not including
any of the foregoing that constitutes financial reinsurance).

"Continuing Director" means, at any date, an individual (a) who is a member of
the Board of Directors of the Borrower on the Closing Date, (b) who, as at such
date, has been a member of such Board of Directors for at least the 12 preceding
months (or, for the period comprising the first 12 months after the Closing
Date, has been a member of the Board of Directors at least since the Closing
Date), or (c) who has been nominated to be a member of such Board of Directors
by a majority of the other Continuing Directors then in office.

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

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

"Credit Extension" means each of the following: (a) a Revolving Borrowing and
(b) a Swing Line Borrowing.

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

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

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

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

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

"Department" means the applicable Governmental Authority of the state of
domicile of an insurance company responsible for the regulation of said
insurance company.

"Designated Subsidiaries" means FNFC, FAMI, Fortuna and their respective
Subsidiaries.

"Disposition" means: (a) the sale, lease, conveyance, issuance or other
disposition of property by the Borrower or any Subsidiary, other than sales,
conveyances or other dispositions expressly permitted under Section 7.02(a),
7.02(b) or 7.02(c); and (b) the sale or transfer by the Borrower or any
Subsidiary of the Borrower of any equity securities issued by any Subsidiary of
the Borrower.

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

"Domestic Subsidiaries" means all Subsidiaries of the Borrower which are
organized and existing under the laws of any state located in the United States.

"EBITDA" means, for any period, for the Borrower's Subsidiaries which are
non-Insurance Subsidiaries, an amount equal to the sum of (a) Net Income, (b)
the amount of interest charges deducted in determining such Net Income, (c) the
amount of taxes, based on or measured by income, used or included in the
determination of such Net Income, and (d) the amount of depreciation and
amortization expense deducted in determining such Net Income, in each case for
all such non-Insurance Subsidiaries for such period.

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

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

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

"Equity Interests" means, with respect to any Person, all shares, interests
(including membership and partnership interests), participations or other
equivalent (however designated, whether voting or non-voting) of such Person's
capital, whether now outstanding or issued after the Closing Date.

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

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

"ERISA Event" means (a) a Reportable Event with respect to a Pension Plan; (b) a
withdrawal by the Borrower or any ERISA Affiliate from a Pension Plan subject to
Section 4063 of ERISA during a plan year in which it was a substantial employer
(as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is
treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or
partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer
Plan or notification that a Multiemployer Plan is in reorganization; (d) the
filing of a notice of intent to terminate, the treatment of a Plan amendment as
a termination under Sections 4041 or 4041A of ERISA, or the commencement of
proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e)
an event or condition which constitutes grounds under Section 4042 of ERISA for
the termination of, or the appointment of a trustee to administer, any Pension
Plan or Multiemployer Plan; or (f) the imposition of any liability
<PAGE>

under Title IV of ERISA, other than for PBGC premiums due but not delinquent
under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate.
"Eurodollar Rate" means for any Interest Period with respect to any Eurodollar
Rate Loan (rounded up to the next 1/100th of 1%):

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

                  (b)      if the rate referenced in the preceding clause (a)
         does not appear on such page or service or such page or service shall
         not be available, the rate per annum equal to the rate determined by
         the Administrative Agent to be the offered rate on such other page or
         other service that displays an average British Bankers Association
         Interest Settlement Rate for deposits in Dollars (for delivery on the
         first day of such Interest Period) with a term equivalent to such
         Interest Period, determined as of approximately 11:00 a.m. (London
         time) two Business Days prior to the first day of such Interest Period,
         or

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

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

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

"Exchange Act" means the Securities Exchange Act of 1934.

"Existing Credit Agreement" means that certain Credit Agreement dated as of
February 10, 2000 among the Borrower, Bank of America, N.A., as administrative
agent, and a syndicate of lenders, as amended.

"Facility Fee" has the meaning specified in Section 2.08(a).

"FAMI" means Fidelity Asset Management, Inc., a California corporation.

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

"Fee Letter" means the letter agreement, dated as of September 16, 2003, among
the Borrower, the Administrative Agent and the Arranger.

"Fiscal Quarter" means any quarter of a Fiscal Year.

"Fiscal Year" means any period of 12 consecutive calendar months ending on
December 31.

"Foreign Lender" has the meaning specified in Section 10.14(a)(i).

"FNFC" means FNF Capital, Inc., a Delaware corporation, formerly known as
Granite Financial Inc.

"Fortuna" means Fortuna Service Company, LLC, a California limited liability
company.

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

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

"Governmental Authority" means any nation or government, any state or other
political subdivision thereof, any agency (including a Department), authority,
instrumentality, regulatory body, court, administrative tribunal, central
<PAGE>

bank or other entity exercising executive, legislative, judicial, taxing,
regulatory or administrative powers or functions of or pertaining to government.

"Guarantied Parties" has the meaning set forth in Section 1.1 of the Subsidiary
Guaranty.

"Guaranty Release Event" means the occurrence of either of the following events:
(a) the Borrower's Debt Rating by S&P is equal to or greater than BBB+ or (b)
the Borrower's Debt Rating by Moody's is equal to or greater than Baa1.

"Guaranty Trigger Event" means the occurrence of each of the following events:
(a) the Borrower's Debt Rating by S&P is less than BBB+ and (b) the Borrower's
Debt Rating by Moody's is less than Baa1.

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

"Highest Lawful Rate" means at the particular time in question the maximum rate
of interest which, under applicable Law, any Lender is then permitted to charge
on the Obligations. If the maximum rate of interest which, under applicable Law,
any Lender is permitted to charge on the Obligations shall change after the date
hereof, the Highest Lawful Rate shall be automatically increased or decreased,
as the case may be, from time to time as of the effective time of each change in
the Highest Lawful Rate without notice to the Borrower.

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

                  (a)      all obligations of such Person for borrowed money and
         all obligations of such Person evidenced by bonds, debentures, notes,
         loan agreements or other similar instruments or incurred in connection
         with bankers' acceptances, including obligations so evidenced incurred
         in connection with the acquisition of property, assets or businesses;

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

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

                  (d)      all obligations of such Person to pay the deferred
         purchase price of property or services (other than trade accounts
         payable, including reinsurance payables, in the ordinary course of
         business);

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

                  (f)      Capitalized Lease Liabilities;

                  (g)      Synthetic Lease Obligations;

                  (h)      obligations in respect of Redeemable Stock of such
                           Person;

                  (i)      Receivables Facility Attributed Indebtedness; and

                  (j)      all Contingent Obligations of such Person in respect
         of any of the foregoing.

For all purposes hereof, the Indebtedness of any Person shall include all
recourse Indebtedness of any partnership, joint venture or limited liability
company in which such Person is a general partner, a joint venturer or a member
and for which such Person has liability. The amount of any net obligation under
any Swap Contract on any date shall be deemed to be the Swap Termination Value
thereof as of such date. The amount of any Synthetic Lease Obligation as of any
date shall be deemed to be the amount of Attributable Indebtedness in respect
thereof as of such date.

"Indebtedness" shall not include obligations of any Insurance Subsidiary under
or pursuant to Insurance Contracts, Reinsurance Agreement and Retrocession
Agreements.

"Indemnified Liabilities" has the meaning set forth in Section 10.05.

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

"Independent Auditor" has the meaning set forth in Section 6.01(a).

"Information" has the meaning set forth in Section 10.08.

"Insurance Code" means, with respect to any insurance company, the insurance
code of its state of domicile and any successor statute of similar import,
together with the regulations thereunder, as amended or otherwise modified and
in effect from time to time. References to sections of the Insurance Code shall
be construed to also refer to successor sections.
<PAGE>

"Insurance Contract" means any insurance contract or policy issued by an
Insurance Subsidiary but shall not include any Reinsurance Agreement or
Retrocession Agreement.

"Insurance Subsidiary" means each Subsidiary of the Borrower identified as an
Insurance Subsidiary (including Subsidiaries of such Subsidiary) on Schedule
5.14 and each other Subsidiary (including Subsidiaries of such Subsidiary) from
time to time in the insurance business as certified by the Borrower in writing
to the Administrative Agent.

"Interest Coverage Ratio" means, for any period, the ratio of Cash Flow to
Interest Expense for such period. Cash Flow and Interest Expense shall be
determined on a trailing four Fiscal Quarter basis as at the end of each Fiscal
Quarter for each Test Period.

"Interest Expense" means, for any period for the Borrower and its Subsidiaries,
the aggregate amount of interest expense during such period determined in
accordance with GAAP or SAP, as applicable.

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

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

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

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

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

"Interim Statements" means the quarterly financial statement of any insurance
company as required to be filed with the Department, together with all exhibits
or schedules filed therewith, prepared in conformity with SAP. References to
amounts on particular exhibits, schedules, lines, pages and columns of such
interim statements are based on the formats promulgated by the NAIC for 2003
interim statements for the applicable type of insurance company. If such format
is changed in future years so that different information is contained in such
terms or they no longer exist, it is understood that the reference is to
information consistent with that recorded in the referenced item in the 2003
interim statement of the insurance company.

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

"Investment Grade" means, with respect to ratings by S&P, BBB- and above, and
with respect to ratings by Moody's, Baa3 and above.

"IRS" means the United States Internal Revenue Service.

"Laws" means, collectively, all international, foreign, Federal, state and local
statutes, treaties, rules, guidelines, regulations, ordinances, codes and
administrative or judicial precedents or authorities, including the
interpretation or administration thereof by any Governmental Authority charged
with the enforcement, interpretation or administration thereof, and all
applicable administrative orders, directed duties, requests, licenses,
authorizations and permits of, and agreements with, any Governmental Authority
having the force of Law or, in the case of Section 3.02 and 3.04 only, whether
or not having the force of Law.

"Legal Requirements" means all applicable Laws made by any Governmental
Authority (including any Department) having jurisdiction over the Borrower or a
Subsidiary of the Borrower.
<PAGE>

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

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

"License" means any license, certificate of authority, permit, franchise or
other authorization which is required to be obtained from any Governmental
Authority in connection with the operation, ownership or transaction of
insurance business.

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

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

"Loan Documents" means this Agreement, each Note, the Subsidiary Guaranty, the
Fee Letter, and all other documents executed and delivered by the Borrower to
the Administrative Agent or any Lender in connection herewith.

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

"Master Agreement" has the meaning specified in the definition of "Swap
Contract".

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

"Material Insurance Subsidiary" means a Material Subsidiary that is also an
Insurance Subsidiary.

"Material Subsidiary" means, at any time, (a) each UTC listed on Schedule
5.14(a) which is required to execute a Subsidiary Guaranty pursuant to Section
6.14 and each UTC from time to time identified by the Borrower as a Material
Subsidiary pursuant to Section 6.14, (b) each Subsidiary of the Borrower
identified as a Material Subsidiary on Schedule 5.14(a) and (c) each other
Subsidiary having (on a consolidated basis with its Subsidiaries) at such time
either (i) total (gross) revenues for the Test Period in excess of 5% of the
total (gross) revenues of the Borrower and its Subsidiaries for such Test Period
or (ii) total assets, as of the last day of the preceding Fiscal Quarter, having
a net book value in excess of 5% of the total assets of the Borrower and its
Subsidiaries as of such day, in each case, based upon the Borrower's most recent
annual or quarterly financial statements delivered to the Administrative Agent
under Section 6.01.

"Maturity Date" means the earliest of (a) November 4, 2008 or (b) the date of
termination of the Aggregate Commitments pursuant to Section 2.05, and (c) the
date of termination of the commitment of each Lender to make Loans pursuant to
Section 8.02.

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

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

"NAIC" means the National Association of Insurance Commissioners or any
successor thereto, or in absence of the National Association of Insurance
Commissioners or such successor, any other association, agency or other
organization performing advisory, coordination or other like functions among
insurance departments, insurance commissioners and similar Governmental
Authorities of the various states of the United States toward the promotion of
uniformity in the practices of such Governmental Authorities.

"Net Disposition Proceeds" means, as to any Disposition by a Person, proceeds in
cash as and when received by such Person, net of (a) the direct costs relating
to such Disposition excluding amounts payable to such Person or any Affiliate of
such Person, (b) the amount of all taxes paid or reasonably estimated to be
payable by such Person in connection therewith, but including the excess, if
any, of the estimated taxes payable in connection with such Disposition over the
actual amount of taxes paid, immediately after the payment of such taxes, (c)
amounts required to be applied to repay principal, interest and prepayment
premiums and penalties on Indebtedness secured by a Lien on the asset which is
the subject of such Disposition, and (d) the amount of any reasonable reserve
established in accordance with GAAP against any liabilities (other than any
taxes deducted pursuant to clause (b) above)
<PAGE>

associated with the assets sold or disposed of and retained by the Borrower or
any of its Subsidiaries (provided that the amount of any subsequent reduction of
such reserve (other than in connection with a payment in respect of any such
liability) shall be deemed to be Net Disposition Proceeds realized on the date
of such reduction).

"Net Income" means, for any period, (a) for the Borrower's Subsidiaries which
are non-Insurance Subsidiaries, the net income of such non-Insurance
Subsidiaries from continuing operations before extraordinary items (excluding
gains and losses from Dispositions of assets) for that period and (b) for
purposes of Section 7.09(a), the net income of the Borrower and its Subsidiaries
from continuing operations before extraordinary items (excluding gains and
losses from Dispositions of assets) for that period.

"Net Worth" means, at any time, the sum of all amounts (without duplication)
which, in accordance with GAAP, would be included in the Borrower's
stockholders' equity (excluding unrealized gains or losses recorded pursuant to
FAS 115) as required to be reported in the Borrower's then most recent
consolidated balance sheet required to be delivered to the Administrative Agent
pursuant to this Agreement.

"Non-Recourse Debt" means, with respect to the Borrower or any of its
Subsidiaries, Indebtedness of the Borrower or any of its Subsidiaries for which
the owner of such Indebtedness has no recourse, directly or indirectly, to the
Borrower or any of its Subsidiaries for the principal, premium, if any, and
interest on such Indebtedness, except pursuant to mortgages, deeds of trust or
security interests in respect of specific land or equipment or other real or
personal property interests of the Borrower or any of its Subsidiaries.

"Notes" means, collectively, the Revolving Loan Notes and the Swing Line Note.

"Obligations" means all advances to, and debts, liabilities and monetary
obligations of, any Loan Party to any Lender, the Administrative Agent, any
Indemnitee or any Affiliate of any Lender arising under any Loan Document or any
Swap Contract related to any Loan Document entered into with any Lender or
Affiliate of a Lender so long as, at the time of execution of such Swap
Contracts, such Lender is a party to this Agreement, whether direct or indirect
(including those acquired by assumption), absolute or contingent, due or to
become due, now existing or hereafter arising, including interest and fees that
accrue after the commencement by or against any Loan Party or any Affiliate
thereof of any proceeding under any Debtor Relief Laws naming such Person as the
debtor in such proceeding, regardless of whether such interest and fees are
allowed claims in such proceeding.

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

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

"Other Taxes" has the meaning specified in Section 3.01(b).
<PAGE>

"Outstanding Amount" or "Outstandings" means, on any date, the aggregate
outstanding principal amount of Revolving Loans and Swing Line Loans after
giving effect to any borrowings and prepayments or repayments of Revolving Loans
and Swing Line Loans, as the case may be, occurring on such date.

"Participant" has the meaning specified in Section 10.07(d).

"PBGC" means the Pension Benefit Guaranty Corporation.

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

"Permitted Acquisition" means, at any time of determination, any Acquisition by
the Borrower or any of its Subsidiaries with respect to which each of the
following requirements are met:

         (a)      such Acquisition has been approved and recommended by the
         board of directors or general partner (or similar entity) of the Person
         to be acquired or which owns the assets of the Person be acquired;

         (b)      prior to and after giving effect to such Acquisition, no
         Default (including without limitation under the provisions of Section
         7.09) shall have occurred and be continuing, or would result therefrom;

         (c)      the business of the Person or assets to be acquired comprises
         the insurance business (of the types currently carried on by the
         Borrower and its Subsidiaries on the Closing Date), a real estate
         related business, an information based technology solutions and
         processing services business and/or businesses or assets related to any
         of the foregoing;

         (d)      the total consideration payable in cash in respect of any one
         Acquisition constituting a Permitted Acquisition does not exceed
         $250,000,000 and the total consideration payable in cash in respect of
         all Acquisitions constituting Permitted Acquisitions in any Fiscal Year
         does not exceed $500,000,000 in the aggregate; and

         (e)      if the business being acquired becomes a new Subsidiary or
         causes a then-existing Subsidiary to become a Material Subsidiary, such
         Subsidiary shall have duly executed and delivered (and supplied
         appropriate resolutions and an incumbency certificate supporting) the
         Subsidiary Guaranty substantially concurrently with the consummation of
         such Acquisition if required by Section 6.12.

provided that the requirements set forth in clause (d) shall not apply if and so
long as the Borrower's Total Debt to Total Capitalization Ratio is less than
0.30:1, as demonstrated in the then most recent Compliance Certificate delivered
to the Administrative Agent.

"Permitted Liens" has the meaning specified in Section 7.01.

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

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

"Primary Investments" means portfolio investments in the ordinary course of
business by the Borrower or any of its Subsidiaries in any of the following:

         (a)      operating deposit accounts maintained in the Borrower's name
                  with FDIC member institutions;

         (b)      Cash Equivalents; or

         (c)      Approved Securities.

"Pro Rata Share" means, with respect to each Lender at any time, a fraction
(expressed as a percentage, carried out to the ninth decimal place), the
numerator of which is the amount of the Commitment of such Lender at such time
and the denominator of which is the amount of the Aggregate Commitments at such
time; provided that if the commitment of each Lender to make Loans has been
terminated pursuant to Section 8.02, then the Pro Rata Share of each Lender
shall be determined based on the Pro Rata Share of such Lender immediately prior
to such termination and after giving effect to any subsequent assignments made
pursuant to the terms hereof. The initial Pro Rata Share of each Lender is set
forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and
Assumption pursuant to which such Lender becomes a party hereto, as applicable.

"Rating Agency" means S&P or Moody's, collectively, the "Rating Agencies".

"Receivables Facility Attributed Indebtedness" means the amount of obligations
outstanding under a receivables purchase facility on any date of determination
that would be characterized as principal if such facility were structured as a
secured lending transaction other than a purchase.
<PAGE>

"Redeemable Stock" means any Equity Interests of the Borrower or any of its
Subsidiaries which prior to November 30, 2008 is or may be (a) mandatorily
redeemable, (b) redeemable at the option of the holder thereof or (c)
convertible into Indebtedness.

"Register" has the meaning set forth in Section 10.07(c).

"Reinsurance Agreement" means any agreement, contract, treaty or other
arrangement whereby one or more insurers, as reinsurers, assume liabilities of
one or more insurance or reinsurance companies.

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

"Request for Credit Extension" means (a) with respect to a Revolving Borrowing,
conversion or continuation of Revolving Loans, a Revolving Loan Notice, and (b)
with respect to a Swing Line Loan, a Swing Line Loan Notice.

"Required Lenders" means, as of any date of determination, at least two Lenders
having more than 50% of the Aggregate Commitments or, if the commitment of each
Lender to make Loans has been terminated pursuant to Section 8.02, at least two
Lenders holding in the aggregate more than 50% of the Outstandings (with the
aggregate amount of each Lender's risk participation and funded participation in
Swing Line Loans being deemed "held" by such Lender for purposes of this
definition); provided that the Commitment of, and the portion of the
Outstandings held or deemed held by, any Defaulting Lender shall be excluded for
purposes of making a determination of Required Lenders.

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

"Restricted Payments" has the meaning specified in Section 7.06.

"Retrocession Agreement" means any agreement, contract, treaty or other
arrangement whereby one or more insurers or reinsurers, as retrocessionaires,
assume liabilities of reinsurers under a Reinsurance Agreement or other
retrocessionaires under another Retrocession Agreement.

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

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

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

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

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

"SAP" means, as to any insurance company, the statutory accounting practices
prescribed or permitted by the Department, or in the event that the Department
fails to prescribe or address such practices, NAIC guidelines.

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

"Secondary Investments" means Investments by the Borrower or any of its
Subsidiaries in the ordinary course of business not constituting Primary
Investments or Acquisitions.

"Solvent" means, as to any Person at any time, that (a) the fair value of the
property of such Person is greater than the amount of such Person's liabilities
(including disputed, contingent and unliquidated liabilities) as such value is
established and liabilities evaluated for purposes of Section 548 of the
Bankruptcy Code and for purposes of the New York Uniform Fraudulent Transfer
Act; (b) the present fair saleable value of the property of such Person is not
less than the amount that will be required to pay the probable liability of such
Person on its debts as they become absolute and matured; (c) such Person is able
to realize upon its property and pay its debts and other liabilities (including
disputed, contingent and unliquidated liabilities) as they mature in the normal
course of business; (d) such Person does not intend to, and does not believe
that it will, incur debts or liabilities beyond such Person's ability to pay as
such debts and liabilities mature; and (e) such Person is not engaged in
business or a transaction, and is not about to engage in business or a
transaction, for which such Person's property would constitute unreasonably
small capital.
<PAGE>

"Subsidiary" of a Person means any Person of which more than 50% of the Voting
Stock, or other Equity Interests (in the case of Persons other than
corporations), is owned or controlled directly or indirectly by the Person, or
one or more of the Subsidiaries of the Person, or a combination thereof. Unless
the context otherwise clearly requires, references herein to a "Subsidiary"
refer to a Subsidiary of the Borrower.

"Subsidiary Guarantor" means each Material Subsidiary of the Borrower identified
as a Subsidiary Guarantor on Schedule 5.14(b), each of which are required to
execute and deliver to the Administrative Agent the Subsidiary Guaranty, and
each other Material Subsidiary that is required to execute the Subsidiary
Guaranty pursuant to Sections 6.12, 6.14 or 6.15.

"Subsidiary Guaranty" means the subsidiary guaranty executed and delivered by
each Subsidiary Guarantor pursuant to the terms of this Agreement, substantially
in the form of Exhibit G hereto, as amended, supplemented, amended and restated
or otherwise modified from time to time.

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

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

"Swing Line" means the revolving credit facility made available by the Swing
Line Lender pursuant to Section 2.03.

"Swing Line Borrowing" means a borrowing of a Swing Line Loan pursuant to
Section 2.03.

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

"Swing Line Loan" has the meaning specified in Section 2.03(a).

"Swing Line Loan Notice" means a notice of a Swing Line Borrowing pursuant to
Section 2.03(b), which, if in writing, shall be substantially in the form of
Exhibit B.

"Swing Line Note" means a promissory note made by the Borrower in favor of the
Swing Line Lender evidencing Swing Line Loans made by such Lender, substantially
in the form of Exhibit D.

"Swing Line Sublimit" means an amount equal to the lesser of (a) $25,000,000 and
(b) the Aggregate Commitments. The Swing Line Sublimit is part of, and not in
addition to, the Aggregate Commitments.

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

"Taxes" has the meaning specified in Section 3.01(a).

"Test Period" means, for any determination under this Agreement, the four
consecutive Fiscal Quarters of the Borrower then last ended.

"Total Capitalization" means, at any time, the sum of Net Worth and Total Debt.

"Total Debt" means, at any time, with respect to the Borrower and its
Subsidiaries, the sum, without duplication, of (a) Applicable Debt at such time,
(b) noncontingent reimbursement or payment obligations in respect of the items
referred to in clause (b) of the definition of Indebtedness contained in this
Agreement at such time, and (c) Contingent Obligations in respect of Applicable
Debt of another Person at such time, minus (d) Non-Recourse Debt of the
Designated Subsidiaries.
<PAGE>

"Total Debt to Total Capitalization Ratio" means, at any time, the ratio of
Total Debt to Total Capitalization at such time.

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

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

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

"UTCs" means each of the Subsidiaries, whether direct or indirect, of the
Borrower that comprise underwritten title companies or their functional
equivalent in States other than California.

"Voting Stock" means, with respect to any Person, shares of such Person's Equity
Interests having the right to vote for the election of directors or other
governing body of such Person under ordinary circumstances.

"Wholly-Owned Subsidiary" means any Person in which (other than directors'
qualifying Equity Interests required by Law) 100% of the Voting Stock and 100%
of the Equity Interests of every other class, in each case, at the time as of
which any determination is being made, is owned, beneficially and of record, by
the Borrower, or by one or more of the other Wholly-Owned Subsidiaries, or both.

         1.02     OTHER INTERPRETIVE PROVISIONS. With reference to this
Agreement and each other Loan Document, unless otherwise specified herein or in
such other Loan Document:

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

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

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

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

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

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

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

         1.03     ACCOUNTING TERMS.

         (a)      All accounting terms not specifically or completely defined
herein shall be construed in conformity with, and all financial data (including
financial ratios and other financial calculations) required to be submitted
pursuant to this Agreement shall be prepared in conformity with, GAAP or SAP, as
applicable, applied on a consistent basis, as in effect from time to time,
applied in a manner consistent with that used in preparing the Audited Financial
Statements and the December 31, 2002 Annual Statements, as the case may be,
except as otherwise specifically prescribed herein.

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

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

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

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

                                   ARTICLE II.
                      THE COMMITMENTS AND CREDIT EXTENSIONS

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

         2.02     BORROWINGS, CONVERSIONS AND CONTINUATIONS OF REVOLVING LOANS.

         (a)      Each Revolving Borrowing, each conversion of Revolving Loans
from one Type to the other, and each continuation of Eurodollar Rate Loans shall
be made upon the Borrower's irrevocable notice to the Administrative Agent,
which may be given by telephone. Each such notice must be received by the
Administrative Agent not later than 11:00 a.m. (i) three Business Days prior to
the requested date of any Borrowing of, conversion to or continuation of
Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate
Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans.

Each telephonic notice by the Borrower pursuant to this Section 2.02(b) must be
confirmed promptly by delivery to the Administrative Agent of a written
Revolving Loan Notice, appropriately completed and signed by a Responsible
Officer of the Borrower. Each Borrowing of, conversion to or continuation of
Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole
multiple of $1,000,000 in excess thereof. Except as provided in Sections 2.03(b)
and (c), each Borrowing of or conversion to Base Rate Loans shall be in a
principal amount of $3,000,000 or a whole multiple of $1,000,000 in excess
thereof. Each Revolving Loan Notice (whether telephonic or written) shall
specify (i) whether the Borrower is requesting a Revolving Borrowing, a
conversion of Revolving Loans from one Type to the other, or a continuation of
Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or
continuation, as the case may be (which shall be a Business Day), (iii) the
principal amount of Revolving Loans to be borrowed, converted or continued, (iv)
the Type of Revolving Loans to be borrowed or to which existing Revolving Loans
are to be converted, and (v) if applicable, the duration of the Interest Period
with respect thereto.

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

         (b)      Following receipt of a Revolving Loan Notice, the
Administrative Agent shall promptly notify each Lender of the amount of its Pro
Rata Share of the applicable Revolving Loans, and if no timely notice of a
conversion or continuation is provided by the Borrower, the Administrative Agent
shall notify each Lender of the details of any automatic conversion to Base Rate
Loans described in the preceding subsection. In the case of a
<PAGE>

Revolving Borrowing, each Lender shall make the amount of its Revolving Loan
available to the Administrative Agent in immediately available funds at the
Administrative Agent's Office not later than 1:00 p.m. on the Business Day
specified in the applicable Revolving Loan Notice. Upon satisfaction of the
applicable conditions set forth in Section 4.02 (and, if such Borrowing is the
initial Credit Extension, Section 4.01), the Administrative Agent shall make all
funds so received available to the Borrower in like funds as received by the
Administrative Agent either by (i) crediting the account of the Borrower on the
books of Bank of America with the amount of such funds or (ii) wire transfer of
such funds, in each case in accordance with instructions provided to (and
reasonably acceptable to) the Administrative Agent by the Borrower; provided,
however, that if, on the date the Revolving Loan Notice with respect to such
Borrowing is given by the Borrower, there are Swing Line Loans outstanding, then
the proceeds of such Borrowing shall be applied, first, to the payment in full
of any such Swing Line Loans, and second, to the Borrower as provided above.

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

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

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

         2.03     SWING LINE LOANS.

         (a)      The Swing Line. Subject to the terms and conditions set forth
herein, the Swing Line Lender agrees to make loans (each such loan, a "Swing
Line Loan") to the Borrower from time to time on any Business Day during the
Availability Period in an aggregate amount not to exceed at any time outstanding
the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing
Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of
Revolving Loans of the Lender acting as Swing Line Lender, may exceed the amount
of such Lender's Commitment; provided, however, that after giving effect to any
Swing Line Loan, (i) the Outstandings shall not exceed the Aggregate
Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Loans of
any Lender, plus such Lender's Pro Rata Share of the Outstanding Amount of all
Swing Line Loans shall not exceed such Lender's Commitment, and provided,
further, that the Borrower shall not use the proceeds of any Swing Line Loan to
refinance any outstanding Swing Line Loan. Within the foregoing limits, and
subject to the other terms and conditions hereof, the Borrower may borrow under
this Section 2.03, prepay under Section 2.04, and reborrow under this Section
2.03. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the
making of a Swing Line Loan, each Lender shall be deemed to, and hereby, subject
to the condition set forth in Section 2.03(a)(ii) above, irrevocably and
unconditionally agrees to, purchase from the Swing Line Lender a risk
participation in such Swing Line Loan in an amount equal to the product of such
Lender's Pro Rata Share times the amount of such Swing Line Loan.

         (b)      Borrowing Procedures. Each Swing Line Borrowing shall be made
upon the Borrower's irrevocable notice to the Swing Line Lender and the
Administrative Agent, which may be given by telephone. Each such notice must be
received by the Swing Line Lender and the Administrative Agent not later than
1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to
be borrowed, which shall be a minimum of $500,000 or a whole multiple of
$100,000 in excess thereof), and (ii) the requested borrowing date, which shall
be a Business Day. Each such telephonic notice must be confirmed promptly by
delivery to the Swing Line Lender and the Administrative Agent of a written
Swing Line Loan Notice, appropriately completed and signed by a Responsible
Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any
telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the
Administrative Agent (by telephone or in writing) that the Administrative Agent
has also received such Swing Line Loan Notice and, if not, the Swing Line Lender
will notify the Administrative Agent (by telephone or in writing) of the
contents thereof. Unless the Swing Line Lender has received notice (by telephone
or in writing) from the Administrative Agent (including at the request of any
Lender)
<PAGE>

prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A)
directing the Swing Line Lender not to make such Swing Line Loan as a result of
the limitations set forth in the first proviso to the first sentence of Section
2.03(a), or (B) that one or more of the applicable conditions specified in
Article IV is not then satisfied, then, subject to the terms and conditions
hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing
date specified in such Swing Line Loan Notice, make the amount of its Swing Line
Loan available to the Borrower at its office by crediting the account of the
Borrower on the books of the Swing Line Lender in immediately available funds.

         (c)      Refinancing of Swing Line Loans.

                  (i)      The Swing Line Lender at any time in its sole and
         absolute discretion may request, on behalf of the Borrower (which
         hereby irrevocably authorizes the Swing Line Lender to so request on
         its behalf), that each Lender make a Base Rate Loan in an amount equal
         to such Lender's Pro Rata Share of the amount of Swing Line Loans then
         outstanding. Such request shall be made in writing (which written
         request shall be deemed to be a Revolving Loan Notice for purposes
         hereof) and in accordance with the requirements of Section 2.02,
         without regard to the minimum and multiples specified therein for the
         principal amount of Base Rate Loans. The Swing Line Lender shall
         furnish the Borrower with a copy of the applicable Revolving Loan
         Notice promptly after delivering such notice to the Administrative
         Agent. Each Lender shall make an amount equal to its Pro Rata Share of
         the amount specified in such Revolving Loan Notice available to the
         Administrative Agent in immediately available funds for the account of
         the Swing Line Lender at the Administrative Agent's Office not later
         than 1:00 p.m. on the day specified in such Revolving Loan Notice,
         whereupon, subject to Section 2.03(c)(ii), each Lender that so makes
         funds available shall be deemed to have made a Base Rate Loan to the
         Borrower in such amount. The Administrative Agent shall remit the funds
         so received to the Swing Line Lender.

                  (ii)     If for any reason any Swing Line Loan cannot be
         refinanced by such a Revolving Borrowing in accordance with Section
         2.03(c)(i), the request for Base Rate Loans submitted by the Swing Line
         Lender as set forth herein shall be deemed to be a request by the Swing
         Line Lender that each of the Lenders fund its risk participation in the
         relevant Swing Line Loan and each Lender's payment to the
         Administrative Agent for the account of the Swing Line Lender pursuant
         to Section 2.03(c)(i) shall be deemed payment in respect of such
         participation.

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

                  (iv)     Each Lender's obligation to make Revolving Loans or
         to purchase and fund risk participations in Swing Line Loans pursuant
         to this Section 2.03(c) shall be absolute and unconditional and shall
         not be affected by any circumstance, including (A) any set-off,
         counterclaim, recoupment, defense or other right which such Lender may
         have against the Swing Line Lender, the Borrower or any other Person
         for any reason whatsoever, (B) the occurrence or continuance of a
         Default, or (C) any other occurrence, event or condition, whether or
         not similar to any of the foregoing, including whether or not the
         conditions set forth in Section 4.02 shall have been satisfied. No such
         funding of risk participations shall relieve or otherwise impair the
         obligation of the Borrower to repay Swing Line Loans, together with
         interest as provided herein.

         (d)      Repayment of Participations.

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

                  (ii)     If any payment received by the Swing Line Lender in
         respect of principal or interest on any Swing Line Loan is required to
         be returned by the Swing Line Lender under any of the circumstances
         described in Section 10.06 (including pursuant to any settlement
         entered into by the Swing Line Lender in its discretion), each Lender
         shall pay to the Swing Line Lender its Pro Rata Share thereof on demand
         of the Administrative Agent, plus interest thereon from the date of
         such demand to the date such amount is returned, at a rate per annum
         equal to the Federal Funds Rate. The Administrative Agent will make
         such demand upon the request of the Swing Line Lender.

         (e)      Interest for Account of Swing Line Lender. The Swing Line
Lender shall be responsible for invoicing the Borrower for interest on the Swing
Line Loans. Until each Lender funds its Base Rate Loan or risk participation
pursuant to this Section 2.03 to refinance such Lender's Pro Rata Share of any
Swing Line Loan, interest in respect of such Pro Rata Share shall be solely for
the account of the Swing Line Lender.

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

         2.04     PREPAYMENTS.

         (a)      The Borrower may, upon notice to the Administrative Agent, at
any time or from time to time voluntarily prepay Revolving Loans in whole or in
part without premium or penalty; provided that (i) such notice must be received
by the Administrative Agent not later than 11:00 a.m. (A) three Business Days
prior to any date of prepayment of Eurodollar Rate Loans and (B) one Business
Day prior to any date of prepayment of Base Rate Loans; (ii) any prepayment of
Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole
multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate
Loans shall be in a principal amount of $3,000,000 or a whole multiple of
$1,000,000 in excess thereof or, in each case, if less, the entire principal
amount thereof then outstanding. Each such notice shall specify the date and
amount of such prepayment and the Type(s) of Revolving Loans to be prepaid. The
Administrative Agent will promptly notify each Lender of its receipt of each
such notice, and of the amount of such Lender's Pro Rata Share of such
prepayment. If such notice is given by the Borrower, the Borrower shall make
such prepayment and the payment amount specified in such notice shall be due and
payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan
shall be accompanied by all accrued interest thereon, together with any
additional amounts required pursuant to Section 3.05. Each such prepayment shall
be applied to the Revolving Loans of the Lenders in accordance with their
respective Pro Rata Shares.

         (b)      The Borrower may, upon notice to the Swing Line Lender (with a
copy to the Administrative Agent), at any time or from time to time, voluntarily
prepay Swing Line Loans in whole or in part without premium or penalty; provided
that (i) such notice must be received by the Swing Line Lender and the
Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and
(ii) any such prepayment shall be in a minimum principal amount of $100,000, or,
if less, the entire principal amount thereof then outstanding. Each such notice
shall specify the date and amount of such prepayment. If such notice is given by
the Borrower, the Borrower shall make such prepayment and the payment amount
specified in such notice shall be due and payable on the date specified therein.

         (c)      If for any reason the Outstandings at any time exceed the
Aggregate Commitments then in effect, the Borrower shall immediately prepay
Loans in an aggregate amount equal to such excess.

         2.05     TERMINATION OR REDUCTION OF COMMITMENTS. The Borrower may,
upon notice to the Administrative Agent, terminate the Aggregate Commitments, or
from time to time permanently reduce the Aggregate Commitments; provided that
(i) any such notice shall be received by the Administrative Agent not later than
11:00 a.m. five Business Days prior to the date of termination or reduction,
(ii) any such partial reduction shall be in an aggregate amount of $10,000,000
or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall
not terminate or reduce the Aggregate Commitments if, after giving effect
thereto and to any concurrent prepayments hereunder, the Outstandings would
exceed the Aggregate Commitments, and (iv) if, after giving effect to any
reduction of the Aggregate Commitments, the Swing Line Sublimit exceeds the
amount of the Aggregate Commitments, such Sublimit shall be automatically
reduced by the amount of such excess. The Administrative Agent will promptly
notify the Lenders of any such notice of termination or reduction of the
Aggregate Commitments. Any reduction of the Aggregate Commitments shall be
applied to the Commitment of each Lender according to its Pro Rata Share. All
Facility Fees accrued until the Closing Date of any termination of the Aggregate
Commitments shall be paid on the Closing Date of such termination.
<PAGE>

         2.06     REPAYMENT OF LOANS.

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

         (b)      The Borrower shall repay each Swing Line Loan on the earlier
to occur of (i) the date seven days after such Loan is made and (ii) the
Maturity Date.

         2.07     INTEREST.

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

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

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

         2.08     FEES.

         (a)      Facility Fee. The Borrower shall pay to the Administrative
Agent for the account of each Lender in accordance with its Pro Rata Share, a
facility fee ("Facility Fee") equal to the Applicable Rate times the actual
daily amount of the Aggregate Commitments (or, if the Aggregate Commitments have
terminated, on the Outstanding Amount of all Loans), regardless of usage. The
Facility Fee shall accrue at all times during the Availability Period (and
thereafter so long as any Loans remain outstanding), including at any time
during which one or more of the conditions in Article IV is not met, and shall
be due and payable quarterly in arrears on the last Business Day of each March,
June, September and December, commencing with the first such date to occur after
the Closing Date, and on the Maturity Date (and, if applicable, thereafter on
demand). The Facility Fee shall be calculated quarterly in arrears, and if there
is any change in the Applicable Rate during any quarter, the actual daily amount
shall be computed and multiplied by the Applicable Rate separately for each
period during such quarter that such Applicable Rate was in effect.

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

         2.09     COMPUTATION OF INTEREST AND FEES. All computations of the
Facility Fee and interest for Base Rate Loans when the Base Rate is determined
by Bank of America's "prime rate" shall be made on the basis of a year of 365 or
366 days, as the case may be, and actual days elapsed. All other computations of
fees and interest shall be made on the basis of a 360-day year and actual days
elapsed (which results in more fees or interest, as applicable, being paid than
if computed on the basis of a 365-day year). Interest shall accrue on each Loan
for the day on which the Loan is made, and shall not accrue on a Loan, or any
portion thereof, for the day on which the Loan or such portion is paid, provided
that any Loan that is repaid on the same day on which it is made shall, subject
to Section 2.11(a), bear interest for one day.

2.10     EVIDENCE OF DEBT.

         (a)      The Credit Extensions made by each Lender shall be evidenced
by one or more accounts or records maintained by such Lender and by the
Administrative Agent in the ordinary course of business. The accounts or records
maintained by the Administrative Agent and each Lender shall be conclusive
absent manifest error of the amount of the Credit Extensions made by the Lenders
to the Borrower and the interest and payments
<PAGE>

thereon. Any failure to so record or any error in doing so shall not, however,
limit or otherwise affect the obligation of the Borrower hereunder to pay any
amount owing with respect to the Obligations. In the event of any conflict
between the accounts and records maintained by any Lender and the accounts and
records of the Administrative Agent in respect of such matters, the accounts and
records of the Administrative Agent shall control in the absence of manifest
error. Upon the request of any Lender made through the Administrative Agent, the
Borrower shall execute and deliver to such Lender (through the Administrative
Agent) a Revolving Loan Note and/or a Swing Line Note, as applicable, which
shall evidence such Lender's Loans in addition to such accounts or records. Each
Lender may attach schedules to its Note and endorse thereon the date, Type (if
applicable), amount and maturity of its Loans and payments with respect thereto.

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

         2.11     PAYMENTS GENERALLY.

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

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

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

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

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

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

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

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

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

         2.12     SHARING OF PAYMENTS. If, other than as expressly provided
elsewhere herein, any Lender shall obtain on account of the Revolving Loans made
by it, or the participations in Swing Line Loans held by it, any payment
(whether voluntary, involuntary, through the exercise of any right of set-off,
or otherwise) in excess of its ratable share (or other share contemplated
hereunder) thereof, such Lender shall immediately (a) notify the Administrative
Agent of such fact, and (b) purchase from the other Lenders such participations
in the Revolving Loans made by them and/or such subparticipations in the
participations in Swing Line Loans held by them, as the case may be, as shall be
necessary to cause such purchasing Lender to share the excess payment in respect
of such Revolving Loans or such participations, as the case may be, pro rata
with each of them; provided, however, that if all or any portion of such excess
payment is thereafter recovered from the purchasing Lender under any of the
circumstances described in Section 10.06 (including pursuant to any settlement
entered into by the purchasing Lender in its discretion), such purchase shall to
that extent be rescinded and each other Lender shall repay to the purchasing
Lender the purchase price paid therefor, together with an amount equal to such
paying Lender's ratable share (according to the proportion of (i) the amount of
such paying Lender's required repayment to (ii) the total amount so recovered
from the purchasing Lender) of any interest or other amount paid or payable by
the purchasing Lender in respect of the total amount so recovered, without
further interest thereon. The Borrower agrees that any Lender so purchasing a
participation from another Lender may, to the fullest extent permitted by Law,
exercise all its rights of payment (including the right of set-off, but subject
to Section 10.09) with respect to such participation as fully as if such Lender
were the direct creditor of the Borrower in the amount of such participation.
The Administrative Agent will keep records (which shall be conclusive and
binding in the absence of manifest error) of participations purchased under this
Section and will in each case notify the Lenders following any such purchases or
repayments. Each Lender that purchases a participation pursuant to this Section
shall from and after such purchase have the right to give all notices, requests,
demands, directions and other communications under this Agreement with respect
to the portion of the Obligations purchased to the same extent as though the
purchasing Lender were the original owner of the Obligations purchased.

                                  ARTICLE III.
                     TAXES, YIELD PROTECTION AND ILLEGALITY

         3.01     TAXES.

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

such deductions, (iii) the Borrower shall pay the full amount deducted to the
relevant taxation authority or other authority in accordance with applicable
Laws, and (iv) within 30 days after the date of such payment, the Borrower shall
furnish to the Administrative Agent (which shall forward the same to such
Lender) the original or a certified copy of a receipt evidencing payment
thereof.

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

         (c)      Without duplication of any amounts paid by the Borrower under
Section 3.01(a), if the Borrower shall be required to deduct any Taxes or Other
Taxes from or in respect of any sum payable under any Loan Document to the
Administrative Agent or any Lender, the Borrower shall also pay to the
Administrative Agent or to such Lender, as the case may be, at the time interest
is paid, such additional amount that the Administrative Agent or such Lender
specifies is necessary to preserve the after-tax yield (after factoring in all
taxes, including taxes imposed on or measured by net income) that the
Administrative Agent or such Lender would have received if such Taxes or Other
Taxes had not been imposed.

         (d)      The Borrower agrees to indemnify the Administrative Agent and
each Lender for (i) the full amount of Taxes and Other Taxes (including any
Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable
under this Section) paid by the Administrative Agent and such Lender, (ii)
amounts payable under Section 3.01(c) and (iii) any liability (including
additions to tax, penalties, interest and expenses) arising therefrom or with
respect thereto, in each case whether or not such Taxes or Other Taxes were
correctly or legally imposed or asserted by the relevant Governmental Authority.
Payment under this subsection (d) shall be made within 30 days after the date
the Lender or the Administrative Agent makes a demand therefor.

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

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

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

         (a)      If any Lender determines that as a result of the introduction
of or any change in or in the interpretation of any Law, or such Lender's
compliance therewith, there shall be any increase in the cost to such Lender of
agreeing to make or making, funding or maintaining Eurodollar Rate Loans, or a
reduction in the amount received or receivable by such Lender in connection with
any of the foregoing (excluding for purposes of this subsection (a) any such
increased costs or reduction in amount resulting from (i) Taxes or Other Taxes
(as to which
<PAGE>

Section 3.01 shall govern), (ii) changes in the basis of taxation of overall net
income or overall gross income by the United States or any foreign jurisdiction
or any political subdivision of either thereof under the Laws of which such
Lender is organized or has its Lending Office, and (iii) reserve requirements
contemplated by Section 3.04(c)), then from time to time upon demand of such
Lender (with a copy of such demand to the Administrative Agent), the Borrower
shall pay to such Lender such additional amounts as will compensate such Lender
for such increased cost or reduction.

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

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

         3.05     FUNDING LOSSES. Upon demand of any Lender (with a copy to the
Administrative Agent) from time to time, setting forth in reasonable detail the
amount payable to such Lender, the Borrower shall promptly compensate such
Lender for and hold such Lender harmless from any loss, cost or expense incurred
by it as a result of:

         (a)      any continuation, conversion, payment or prepayment of any
Loan other than a Base Rate Loan on a day other than the last day of the
Interest Period for such Loan (whether voluntary, mandatory, automatic, by
reason of acceleration, or otherwise, but excluding any payment or prepayment as
a result of a Lender's failure to make a payment pursuant to Section
2.11(c)(ii));

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

         (c)      any assignment of a Eurodollar Rate Loan on a day other than
the last day of the Interest Period therefor as a result of a request by the
Borrower pursuant to Section 10.15;

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

For purposes of calculating amounts payable by the Borrower to the Lenders under
this Section 3.05, each Lender shall be deemed to have funded each Eurodollar
Rate Loan made by it at the Eurodollar Rate for such Loan by a matching deposit
or other borrowing in the London interbank eurodollar market for a comparable
amount and for a comparable period, whether or not such Eurodollar Rate Loan was
in fact so funded.

         3.06     MATTERS APPLICABLE TO ALL REQUESTS FOR COMPENSATION.

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

         (b)      Upon any Lender's making a claim for compensation under
Section 3.01 or 3.04, the Borrower may replace such Lender in accordance with
Section 10.15.

         3.07     SURVIVAL. All of the Borrower's obligations under this Article
III shall survive termination of the Aggregate Commitments and repayment of all
other Obligations hereunder.
<PAGE>

                                   ARTICLE IV.
                    CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

         4.01     CONDITIONS OF INITIAL CREDIT EXTENSION. The obligation of each
Lender to make its initial Credit Extension hereunder is subject to satisfaction
of the following conditions precedent in form and substance satisfactory to the
Administrative Agent:

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

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

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

                  (iii)    absent a Guaranty Release Event, the Subsidiary
         Guaranty, duly executed by each Subsidiary Guarantor;

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

                  (v)      such documents and certifications as the
         Administrative Agent may reasonably require to evidence that each Loan
         Party is duly organized or formed, and that each Loan Party as of the
         Closing Date is validly existing and in good standing in its state of
         incorporation or organization and/or domicile;

                  (vi)     (A) a favorable opinion of Foley & Lardner, counsel
         to the Loan Parties, addressed to the Administrative Agent and each
         Lender, as to matters concerning the Loan Parties and the Loan
         Documents as the Required Lenders may reasonably request, and (B) a
         favorable opinion of New York counsel to the Loan Parties, reasonably
         acceptable to the Administrative Agent, addressed to the Administrative
         Agent and each Lender as to such New York Law matters as the Required
         Lenders may reasonably request;

                  (vii)    a certificate of a Responsible Officer of each Loan
         Party as of the Closing Date either (A) confirming that all consents,
         licenses and approvals required in connection with the execution,
         delivery and performance by such Loan Party have been obtained, or (B)
         stating that no such consents, licenses or approvals are so required;

                  (viii)   a certificate signed by a Responsible Officer of the
         Borrower certifying (A) that the conditions specified in Sections
         4.02(a) and (b) have been satisfied, and (B) that there has been no
         event or circumstance since the date of the Audited Financial
         Statements that has had or could be reasonably expected to have, either
         individually or in the aggregate, a Material Adverse Effect; and (C)
         the current Debt Ratings;

                  (ix)     evidence that the Existing Credit Agreement has been
         or concurrently with the Closing Date is being terminated and that
         obligations under the Existing Credit Agreement have been or
         concurrently with the Closing Date are being satisfied; and

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

         (b)      Any fees (including upfront fees to the Lenders) required to
be paid on or before the Closing Date shall have been paid, and the Fee Letter
shall be in full force and effect.

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

         (d)      The Closing Date shall have occurred on or before November 30,
2003.
<PAGE>

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

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

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

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

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

                                   ARTICLE V.
                         REPRESENTATIONS AND WARRANTIES

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

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

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

         5.03     GOVERNMENTAL AUTHORIZATION; OTHER CONSENTS. No approval,
consent, exemption, authorization, or other action by, or notice to, or filing
with, any Governmental Authority or any other Person is necessary or required in
connection with the execution, delivery or performance by, or enforcement
against, any Loan Party of this Agreement or any other Loan Document, other than
(a) such that have been obtained and are in full force and effect, (b) those the
failure of which could not reasonably be expected to have a Material Adverse
Effect and (c) with respect to execution, SEC filings.

         5.04     BINDING EFFECT. This Agreement has been, and each other Loan
Document, when delivered hereunder, will have been, duly executed and delivered
by each Loan Party that is a party thereto. This Agreement constitutes, and each
other Loan Document when so delivered will constitute, a legal, valid and
binding obligation of each Loan Party that is a party thereto, enforceable
against such Loan Party in accordance with its terms, except as enforceability
may be limited by Debtor Relief Laws and general equitable principles.

         5.05     FINANCIAL STATEMENTS; NO MATERIAL ADVERSE EFFECT.

         (a)      The Audited Financial Statements (i) were prepared in
accordance with GAAP consistently applied throughout the period covered thereby,
except as otherwise expressly noted therein; (ii) fairly present the financial
condition of the Borrower and its Subsidiaries as of the date thereof and their
results of operations for the
<PAGE>

period covered thereby in accordance with GAAP consistently applied throughout
the period covered thereby, except as otherwise expressly noted therein; and
(iii) show all material indebtedness and other liabilities, direct or
contingent, of the Borrower and its Subsidiaries as of the date thereof,
including liabilities for taxes, material commitments, Indebtedness and
Contingent Liabilities.

         (b)      The unaudited consolidated balance sheet of the Borrower and
its Subsidiaries dated June 30, 2003, and the related unaudited consolidated
statements of income or operations, shareholders' equity and cash flows for the
fiscal quarter ended on that date (i) were prepared in accordance with GAAP
consistently applied throughout the period covered thereby, except as otherwise
expressly noted therein, and (ii) fairly present the financial condition of the
Borrower and its Subsidiaries as of the date thereof and their results of
operations for the period covered thereby, subject, in the case of clauses (i)
and (ii), to the absence of footnotes and to normal year-end audit adjustments.
Schedule 5.05 sets forth all material indebtedness and other material
liabilities, direct or contingent, of the Borrower and its consolidated
Subsidiaries not reflected on the June 30, 2003 financial statements referred to
above, incurred after the date of such financial statements but prior to the
Closing Date, including liabilities for material commitments, Indebtedness and
Contingent Liabilities.

         (c)      The December 31, 2002 Annual Statement of each Insurance
Subsidiary and the June 30, 2003 Quarterly Statements of each Insurance
Subsidiary (i) were prepared in accordance with SAP consistently applied through
the periods covered thereby, except as otherwise expressly noted therein; (ii)
fairly present the financial condition of each Insurance Subsidiary as of the
date thereof and their results of operations for the period covered thereby,
subject, in the case of such Quarterly Statements for clauses (i) and (ii), to
the absence of footnotes and normal year-end adjustments; and (iii) show all
material indebtedness and other liabilities, direct or contingent, of each
Insurance Subsidiary as of the date of such financial statements, including
liabilities for taxes, material commitments, Indebtedness and Contingent
Obligations.

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

         (e)      Neither the Borrower nor any of its Subsidiaries has any
Off-Balance Sheet Liabilities.

         5.06     LITIGATION. Except (a) for liabilities of Insurance
Subsidiaries under Insurance Contracts, Reinsurance Agreement and Retrocession
Agreements and (b) as set forth in Schedule 5.06, there are no actions, suits,
proceedings, claims or disputes pending or, to the knowledge of the Borrower,
threatened or contemplated, at Law, in equity, in arbitration or before any
Governmental Authority, by or against the Borrower or any of its Subsidiaries or
against any of their respective properties or revenues that (i) purport to
affect or pertain to this Agreement or any other Loan Document, or any of the
transactions contemplated hereby, or (ii) either individually or in the
aggregate, if determined adversely, could reasonably be expected to have a
Material Adverse Effect.

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

         5.08     OWNERSHIP OF PROPERTY; LIENS. Each of the Borrower and each
Subsidiary has good record and indefeasible title to, or valid leasehold
interests in, their respective real properties, except for such defects in title
as could not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect. The property of the Borrower and its Subsidiaries is
subject to no Liens, other than Permitted Liens.

         5.09     ENVIRONMENTAL COMPLIANCE. The Borrower and its Subsidiaries
have complied with all Environmental Laws, except for any Environmental Laws the
non-compliance therewith could not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect.

         5.10     INSURANCE. The Borrower and its Subsidiaries maintain
insurance in full force and effect with respect to its properties and business
in such amounts, covering such risks and liabilities and with such deductibles
or self-insured retentions as are in accordance with normal industry practice.

         5.11     TAXES. The Borrower and its Subsidiaries have filed all
Federal, state and other material tax returns and reports required to be filed,
and have paid or made provision for payment of all Federal, state and other
material taxes, assessments, fees and other governmental charges levied or
imposed upon them or their properties, income or assets otherwise due and
payable, except those which are (a) being contested in good faith by appropriate
proceedings diligently conducted and for which adequate reserves have been
provided in accordance with GAAP or
<PAGE>

SAP, as applicable, or (b) immaterial. There is no proposed tax assessment
against the Borrower or any Subsidiary that would, if made, have a Material
Adverse Effect.

         5.12     ERISA COMPLIANCE. Except as specifically disclosed on Schedule
5.12:

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

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

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

         5.13     INTELLECTUAL PROPERTY, LICENSES, ETC. The Borrower and each of
its Subsidiaries own or are licensed or otherwise have the right to use all of
the patents, trademarks, service marks, trade names, copyrights, licenses and
other rights that are used by the Borrower or such Subsidiary in connection with
the operation of their respective businesses, without conflict with the rights
of any other Person, except where the failure to have any such rights could not
have a Material Adverse Effect.

         5.14     SUBSIDIARIES.

         (a)      The Borrower has no Subsidiaries other than those specifically
disclosed on Schedule 5.14(a) and, after the Closing Date, those permitted in
accordance with Section 7.03, and there are no restrictions on the Borrower or
any of its Material Subsidiaries which prohibit or otherwise restrict (i) the
ability of the Borrower or any of its Material Subsidiaries to grant any Liens
on any of their respective assets or (ii) the transfer of cash or other assets
from any Material Subsidiary to the Borrower, other than prohibitions or
restrictions existing under or by reason of any Loan Document, Legal
Requirements, customary non-assignment provisions in contracts entered into in
the ordinary course of business and consistent with past practices and
Department policies and practices that restrict the ability of Insurance
Subsidiaries to grant Liens on, pledge or transfer assets.

         (b)      Schedule 5.14(b) contains a complete and correct list of all
of the Borrower's Material Subsidiaries (including those UTC's identified as
Material Subsidiaries pursuant to Section 6.14) as to which the execution and
delivery of the Subsidiary Guaranty is not unlawful.

         5.15     MARGIN REGULATIONS; INVESTMENT COMPANY ACT; PUBLIC UTILITY
HOLDING COMPANY ACT. Neither the Borrower nor any of its Subsidiaries is engaged
or will engage, principally or as one of its important activities, in the
business of extending credit for the purpose of "purchasing" or "carrying"
"margin stock" within the respective meanings of each of the quoted terms under
Regulation U of the Board of Governors of the Federal Reserve System as now and
from time to time hereafter in effect. No part of the proceeds of any Credit
Extensions hereunder will be used for "purchasing" or "carrying" "margin stock"
as so defined or for any purpose which violates, or which would be inconsistent
with, the provisions of Regulations U or X of such Board of Governors. Neither
the Borrower nor any of its Subsidiaries (a) is a "holding company", or a
"subsidiary company" of a "holding company", or an "affiliate" of a "holding
company" or of a "subsidiary company" of a "holding company", within the meaning
of the Public Utility Holding Company Act of 1935, or (b) is or is required to
be registered as an "investment company" under the Investment Company Act of
1940.
<PAGE>

         5.16     DISCLOSURE. The Borrower has disclosed to the Administrative
Agent and the Lenders all agreements, instruments and corporate or other
restrictions to which it or any of its Subsidiaries is subject, and all other
matters known to it, that, individually or in the aggregate, could reasonably be
expected to result in a Material Adverse Effect. No report, financial statement,
certificate or other factual information furnished by or on behalf of the
Borrower to the Administrative Agent or any Lender in connection with the
transactions contemplated hereby and the negotiation of this Agreement or
delivered hereunder (as modified or supplemented by other information so
furnished) contains any material misstatement of fact or omits to state any
material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided that, with
respect to projected financial information, the Borrower represents only that
such information was prepared in good faith based upon assumptions believed to
be reasonable at the time.

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

         5.18     SOLVENT. The Borrower is, and the Borrower and its
Subsidiaries are, on a consolidated basis, Solvent.

         5.19     LICENSES. No License, the loss of which could reasonably be
expected to have a Material Adverse Effect, is the subject of a proceeding for
suspension or revocation which is reasonably likely to result in a suspension or
revocation. To the Borrower's knowledge, there is no sustainable basis for such
suspension or revocation of any License, the loss of which could reasonably be
expected to have a Material Adverse Effect.

         5.20     EMPLOYEE MATTERS. There are no strikes, work stoppages,
election or decertification petitions or proceedings, unfair labor charges,
equal employment opportunity proceedings, wage payment or material unemployment
compensation proceedings, material workers' compensation proceedings or other
material labor/employee related controversies pending or, to the knowledge of
the Borrower, threatened between the Borrower or any of its Subsidiaries and any
of their respective employees, other than employee grievances which could not in
the aggregate reasonably be expected to have a Material Adverse Effect.

         5.21     INSURANCE SUBSIDIARIES. All of the Annual Statements and
Interim Statements, together with any other financial or similar statements of
the Insurance Subsidiaries provided to the Administrative Agent, are full and
true statements in all material respects of all of the assets and liabilities
and of the condition and affairs of the said Insurance Subsidiaries.

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

                                   ARTICLE VI.
                              AFFIRMATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder or any Loan or other
Obligation hereunder shall remain unpaid or unsatisfied, the Borrower agrees
with the Administrative Agent and the Lenders that:

         6.01     FINANCIAL STATEMENTS. The Borrower shall deliver to the
Administrative Agent with sufficient copies for each Lender, in form and detail
satisfactory to the Administrative Agent and the Required Lenders:

         (a)      as soon as available, but not later than 105 days after the
end of each Fiscal Year, a copy of the audited consolidated balance sheet of the
Borrower and its Subsidiaries as at the end of such year and the related
consolidated statements of income or operations, shareholders' equity and cash
flows for such year, setting forth in each case in comparative form the figures
for the previous fiscal year, and accompanied by the opinion of KPMG LLP or
another nationally recognized independent public accounting firm ("Independent
Auditor") which report shall state that such consolidated financial statements
present fairly the financial position for the periods indicated in conformity
with GAAP applied on a basis consistent with prior years. Such opinion shall not
be qualified or limited because of a restricted or limited examination by the
Independent Auditor of any material portion of the Borrower's
<PAGE>

or any Subsidiary's records, and shall not contain any qualification or
exception which is of a "going concern" or similar nature or exception as to
scope of such audit;

         (b)      as soon as available, but not later than 60 days after the end
of each of the first three Fiscal Quarters of each fiscal year, a copy of the
unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of
the end of such quarter and the related consolidated statements of income,
shareholders' equity and cash flows for the period commencing on the first day
and ending on the last day of such quarter, and certified by a Responsible
Officer as fairly presenting, in accordance with GAAP (subject to ordinary, good
faith year-end audit adjustments), the financial position and the results of
operations of the Borrower and the Subsidiaries as of the date thereof;

         (c)      as soon as available, but not later than 105 days after the
end of each Fiscal Year, a copy of an unaudited consolidating balance sheet of
the Borrower and its Subsidiaries as at the end of such year and the related
consolidating statement of income for such year, certified by a Responsible
Officer as having been developed and used in connection with preparation of the
financial statements referred to in Section 6.01(a);

         (d)      as soon as available, but not later than 60 days after the end
of each of the first three Fiscal Quarters of each fiscal year, a copy of the
unaudited consolidating balance sheets of the Borrower and its Subsidiaries, and
the related consolidating statements of income for such quarter, all certified
by a Responsible Officer as having been developed and used in connection with
the preparation of the financial statements referred to in Section 6.01(b);

         (e)      as soon as available, but not later than 105 days after the
end of each Fiscal Year, a copy of the Annual Statement of each Material
Insurance Subsidiary for such Fiscal Year prepared in accordance with SAP and
accompanied by the certification of the chief financial officer or treasurer of
such Material Insurance Subsidiary that such Annual Statement presents fairly in
accordance with SAP the financial position of such Material Insurance Subsidiary
for the period then ended;

         (f)      as soon as possible, but no later than 60 days after the end
of each of the first three Fiscal Quarters of each fiscal year, a copy of the
quarterly Interim Statement of each Material Insurance Subsidiary for each such
Fiscal Quarter, all prepared in accordance with SAP and accompanied by the
certification of the chief financial officer or treasurer of such Insurance
Subsidiary that all such quarterly statements present fairly in accordance with
SAP the financial position of such Insurance Subsidiary for the period then
ended;

         (g)      within 105 days after the close of each Fiscal Year, a copy of
each Material Insurance Subsidiary's "Statement of Actuarial Opinion" which is
provided to the Department (or equivalent information should the Department no
longer require such a statement) as to the adequacy of loss reserves of such
Material Insurance Subsidiary, which opinion shall be in the format prescribed
by the Insurance Code; and

         (h)      as soon as available, a copy of the Management Discussion and
Analysis filed with the Department with respect to any of the foregoing
financial statements and such other information.

         6.02     CERTIFICATES; OTHER INFORMATION. The Borrower shall deliver to
the Administrative Agent with sufficient copies for each Lender, in form and
detail satisfactory to the Administrative Agent and the Required Lenders:

         (a)      concurrently with the delivery of the financial statements
referred to in Section 6.01(a), a certificate of the Independent Auditor 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 the financial statements
referred to in Sections 6.01(a) and (b), a Compliance Certificate executed by a
Responsible Officer;

         (c)      promptly, copies of all financial statements and material
reports that the Borrower or any of its Subsidiaries sends or may make to, or
file with, any applicable Department;

         (d)      the following certificates and other information:

                  (i)      not later than 60 days after received, a copy of any
         final financial examination reports or market conduct examination
         reports issued by a Governmental Authority with respect to any Material
         Subsidiary of the Borrower (and the Borrower, should it at any time
         engage or become involved in the business of insurance), relating to
         the insurance business of each Material Subsidiary or, if applicable,
         the Borrower (when, and if, prepared) and of any and all interim
         reports; provided that such Subsidiary or, if applicable, the Borrower
         shall not have to deliver any interim report hereunder if (A) the items
         described in such report could not reasonably have a Material Adverse
         Effect or (B) a final report is issued and delivered to the
         Administrative Agent within 90 days of such interim report;
<PAGE>

                  (ii)     within two Business Days of the receipt of such
         notice, notice of the actual suspension, termination or revocation of
         any material license of the Borrower or any of its Material
         Subsidiaries by any Governmental Authority or notice from any
         Governmental Authority notifying the Borrower or any of its Material
         Subsidiaries of a hearing relating to such a suspension, termination or
         revocation, including any request by a Governmental Authority which
         commits the Borrower or any of its Material Subsidiaries to take, or
         refrain from taking, any action or which otherwise materially and
         adversely affects the authority of the Borrower or any of its Material
         Subsidiaries to conduct its business;

                  (iii)    within two Business Days of the receipt of such
         notice, notice of any material pending or threatened investigation or
         regulatory proceeding (other than routine periodic investigations or
         reviews) by any Governmental Authority concerning the business
         practices or operations of the Borrower or any of its Material
         Subsidiaries which is reasonably likely to have a Material Adverse
         Effect; and

                  (iv)     promptly upon the receipt of such notice, notice of
         any actual material changes in the Insurance Code governing the
         investment or dividend practices of insurance companies domiciled in
         any of the states in which any Insurance Subsidiary is domiciled;

         (e)      promptly upon (i) the acquisition by the Borrower or any of
its Subsidiaries of any Person which engages in any material respect in an
insurance business or (ii) any Subsidiary of the Borrower or any of its
Subsidiaries becoming engaged in any material respect in an insurance business,
a certificate of a Responsible Officer stating that such Person or Subsidiary
shall be deemed to be an "Insurance Subsidiary" for all purposes of each Loan
Document;

         (f)      promptly, but in any event within two Business Days of having
knowledge thereof, notice of any change in a Debt Rating by Moody's or S&P;

         (g)      promptly, but in any event within two Business Days of having
knowledge thereof, notice of any change in the "financial strength" rating of
any Material Insurance Subsidiary by Moody's or S&P;

         (h)      promptly after the same are available, copies of each (i)
annual report, proxy or financial statement or, at the Administrative Agent's
request, copies of each other report or communication sent to the stockholders
of the Borrower, and copies of all annual, regular, periodic and special reports
(including Forms 10K, 10Q and 8K) and registration statements which the Borrower
may file or be required to file with the SEC under Section 13 or 15(d) of the
Securities Exchange Act of 1934, and not otherwise required to be delivered to
the Administrative Agent pursuant hereto and (ii) without duplication, copies of
any certifications or affidavits required by the SEC in connection with the
filing of Forms 10K, 10Q and 8K;

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

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

Documents required to be delivered pursuant to Section 6.01(a) through (f) or
Section 6.02(h) (to the extent any such documents are included in materials
otherwise filed with the SEC) may be delivered electronically and if so
delivered, shall be deemed to have been delivered on the date (i) on which the
Borrower posts such documents, or provides a link thereto on the Borrower's
website on the Internet at the website address listed on Schedule 10.02; or (ii)
on which such documents are posted on the Borrower's behalf on
IntraLinks/IntraAgency or another relevant website, if any, to which each Lender
and the Administrative Agent have access (whether a commercial, third-party
website or whether sponsored by the Administrative Agent); provided that: (i)
the Borrower shall deliver paper copies of such documents to the Administrative
Agent for any Lender that requests the Borrower to deliver such paper copies
until a written request to cease delivering paper copies is given by the
Administrative Agent or such Lender and (ii) the Borrower shall notify (which
may be by facsimile or electronic mail) the Administrative Agent and each Lender
of the posting of any such documents and provide to the Administrative Agent by
electronic mail electronic versions (i.e., soft copies) of such documents.
Notwithstanding anything contained herein, in every instance the Borrower shall
be required to provide paper copies of the Compliance Certificates required by
Section 6.02(b) to the Administrative Agent and each of the Lenders. Except for
such Compliance Certificates, the Administrative Agent shall have no obligation
to request the delivery or to maintain copies of the documents referred to
above, and in any event shall have no responsibility to monitor compliance by
the Borrower with any
<PAGE>

such request for delivery, and each Lender shall be solely responsible for
requesting delivery to it or maintaining its copies of such documents.

         6.03     NOTICES. The Borrower shall promptly notify the Administrative
Agent:

         (a)      promptly after a Responsible Officer of the Borrower obtains
knowledge thereof, of (i) the occurrence of any event that constitutes a Default
or Event of Default, (ii) any litigation or governmental proceeding pending
against the Borrower or any of its Subsidiaries (x) in which the amount of
damages claimed is 2% of Net Worth (or its equivalent in another currency or
currencies) or more as to the Borrower and all Subsidiaries other than Insurance
Subsidiaries or (y) which if adversely determined could reasonably be expected
to have a Material Adverse Effect;

         (b)      of the occurrence of any of the following events affecting the
Borrower or any ERISA Affiliate (but in no event more than 10 days after a
Responsible Officer of the Borrower obtains knowledge of such event), and
deliver to the Administrative Agent and each Lender a copy of any notice with
respect to such event that is filed with a Governmental Authority and any notice
delivered by a Governmental Authority to the Borrower or any ERISA Affiliate
with respect to such event:

                  (i)      an ERISA Event;

                  (ii)     a material increase in the contributions to, or the
         Unfunded Pension Liability of, any Pension Plan since the last annual
         valuation date;

                  (iii)    the adoption of, or the commencement of contributions
         to, any Plan subject to Section 412 of the Code by the Borrower or any
         ERISA Affiliate; or

                  (iv)     the adoption of any amendment to a Plan subject to
         Section 412 of the Code, if such amendment results in a material
         increase in contributions or Unfunded Pension Liability;

         (c)      of any material change in accounting policies or financial
reporting practices by the Borrower or any of its consolidated Material
Subsidiaries;

         (d)      of the receipt of any notice from any Governmental Authority
of the institution of any disciplinary proceedings against or in respect of any
Insurance Subsidiary, or the issuance of any order, the taking of any action or
any request for an extraordinary audit for cause by any Governmental Authority
which, if adversely determined, could reasonably be expected to have a Material
Adverse Effect; or

         (e)      of any judicial or administrative order limiting or
controlling the insurance business of any Insurance Subsidiary (and not the
insurance industry generally) which has been issued or adopted and which has
had, or which could reasonably be expected to have, a Material Adverse Effect.

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

         6.04     PRESERVATION OF EXISTENCE, ETC. The Borrower shall, and shall
cause each of its Subsidiaries to, (a) preserve, renew and maintain in full
force and effect its legal existence and good standing under the Laws of the
jurisdiction of its organization except in a transaction permitted by Section
7.02; (b) take all reasonable action to maintain all rights, privileges,
permits, licenses and franchises necessary or desirable in the normal conduct of
its business, except to the extent that failure to do so could not reasonably be
expected to have a Material Adverse Effect; (c) take all reasonable action to
preserve or renew all of its registered patents, trademarks, trade names and
service marks, the non-preservation of which could reasonably be expected to
have a Material Adverse Effect; and (d) in the case of the Borrower, engage in
no business (other than as conducted on the Closing Date) except to hold Equity
Interests of its Subsidiaries.

         6.05     MAINTENANCE OF PROPERTIES. The Borrower shall, and shall cause
each of its Subsidiaries to, (a) maintain, preserve and protect all of its
material properties and equipment necessary in the operation of its business in
good working order and condition, ordinary wear and tear excepted and except in
connection with transactions permitted by Section 7.02; and (b) make all
necessary repairs thereto and renewals and replacements thereof, in each case
where the failure to do so could not reasonably be expected to have a Material
Adverse Effect.

         6.06     MAINTENANCE OF INSURANCE. The Borrower shall, and shall cause
each of its Subsidiaries to, maintain with financially sound and reputable
insurance companies which are not Affiliates of the Borrower insurance with
respect to its properties and business against loss or damage of the kinds
customarily insured against
<PAGE>

by Persons engaged in the same or similar business, of such types and in such
amounts as are customarily carried under similar circumstances by such other
Persons.

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

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

         6.09     INSPECTION RIGHTS. The Borrower shall, and shall cause each of
its Material Subsidiaries to, permit representatives and independent contractors
of the Administrative Agent and each Lender to visit and inspect any of their
respective properties, to examine its corporate, financial and operating
records, and make copies thereof or abstracts therefrom, and to discuss its
affairs, finances and accounts with its directors, officers, and independent
public accountants, all at such reasonable times during normal business hours
and as often as may be reasonably desired, upon reasonable advance notice to the
Borrower; provided, however, that when a Default or an Event of Default exists
the Administrative Agent or any Lender (or any of their respective
representatives or independent contractors) may do any of the foregoing at the
expense of the Borrower at any time during normal business hours and without
advance notice.

         6.10     USE OF PROCEEDS. The Borrower shall use the proceeds of the
Credit Extensions to refinance all indebtedness under the Existing Credit
Agreement and for general corporate purposes, including Permitted Acquisitions
and Capital Expenditures, not in contravention of any Law or of any Loan
Document.

         6.11     PAYMENT OF TAXES. The Borrower shall, and shall cause each of
its Subsidiaries to, pay and discharge all material taxes, assessments and
governmental charges or levies upon it or upon its income or profits, or upon
any properties belonging to it, prior to the date on which material penalties
attach thereto, and all lawful material claims that, if unpaid, could reasonably
be expected to become a material Lien upon any of its properties; provided that
neither the Borrower nor any of its Subsidiaries shall be required hereunder to
pay any such tax, assessment, charge, levy or claim that is being contested in
good faith and by proper proceedings if it has maintained adequate reserves (in
the good faith judgment of the management of the Borrower) with respect thereto
in accordance with GAAP or SAP, as appropriate.

         6.12     FUTURE SUBSIDIARIES. Without limiting the effect of any
provision contained herein (including Section 7.03), upon any Person becoming,
after the date hereof, a direct or indirect Domestic Subsidiary of the Borrower
that is a Material Subsidiary, but not an Insurance Subsidiary, the Borrower
shall cause such Domestic Subsidiary to (a) promptly execute and deliver to the
Administrative Agent the Subsidiary Guaranty if a Guaranty Trigger Event has
occurred and is continuing and (b) simultaneously therewith, deliver the
documents, certificates and opinion required to be delivered by a Loan Party
pursuant to Sections 4.01(a)(iv) through 4.01(a)(vii).

         6.13     MAINTENANCE OF CORPORATE SEPARATENESS. The Borrower shall, and
shall cause each of its Subsidiaries to, satisfy customary corporate
formalities, including the holding of regular board of directors' and
shareholders' meetings and the maintenance of corporate offices and records.

         6.14     UTCs. The Borrower shall at all times cause a number of UTCs
to be identified as Material Subsidiaries that, collectively, have EBITDA for
the most recently ended Test Period that comprises at least 90% of the EBITDA of
all UTCs in the aggregate, and shall, absent a Guaranty Release Event, cause
each such UTC that can legally execute a guaranty to (a) execute and deliver to
the Administrative Agent the Subsidiary Guaranty and (b) simultaneously
therewith, deliver the documents, certificates and opinion required to be
delivered by a Loan Party pursuant to Sections 4.01(a)(iv) through 4.01(a)(vii).
The Borrower shall not, and shall not permit any of its non-Insurance
Subsidiaries to, transfer its Equity Interests in a UTC to an Insurance
Subsidiary.

         6.15     SUBSIDIARY GUARANTY. If, at any time after the Closing Date, a
Guaranty Release Event shall occur, the Administrative Agent shall, at the
expense of the Borrower, release the Subsidiary Guaranty and shall take all
actions reasonably necessary to evidence such release. If at any time after a
Guaranty Release Event has
<PAGE>

occurred a Guaranty Trigger Event occurs, the Borrower covenants and agrees that
it will, and will cause each of its Material Subsidiaries that are not Insurance
Subsidiaries to, within 10 days following the date of a Guaranty Trigger Event,
(a) execute and deliver to the Administrative Agent the Subsidiary Guaranty and
(b) simultaneously therewith, deliver the documents, certificates and opinion
required to be delivered by a Loan Party pursuant to Sections 4.01(a)(iv)
through 4.01(a)(vii).

                                  ARTICLE VII.
                               NEGATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder or any Loan or other
Obligation hereunder shall remain unpaid or unsatisfied:

         7.01     LIENS. The Borrower shall not, nor shall it permit any
Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist
any Lien upon any of its property, assets or revenues, whether now owned or
hereafter acquired, other than the following ("Permitted Liens"):

         (a)      any Lien created under any Loan Document;

         (b)      Liens for taxes, fees, assessments or other governmental
charges which are not delinquent or remain payable without penalty, or to the
extent that non-payment thereof is permitted by Section 6.11;

         (c)      carriers', warehousemen's, mechanics', landlords',
materialmen's, repairmen's or other similar Liens arising in the ordinary course
of business which are not delinquent or remain payable without penalty or which
are being contested in good faith by appropriate proceedings diligently
prosecuted;

         (d)      Liens (other than any Lien imposed by ERISA) incurred or
deposits made in the ordinary course of business in connection with workers'
compensation, unemployment insurance and other types of social security, or to
secure the performance of tenders, statutory obligations, surety and appeal
bonds, bids, leases, government contracts, performance and return-of-money
bonds, reinsurance agreements and other similar obligations incurred in the
ordinary course of business (exclusive of obligations in respect of the payment
for borrowed money);

         (e)      Liens existing on the Closing Date and identified on Schedule
7.01;

         (f)      Liens consisting of pledges or deposits of cash or securities
made by any Insurance Subsidiary as a condition to obtaining or maintaining any
licenses issued to it by, or to satisfy the requirements of, any Department;

         (g)      Liens consisting of judgment or judicial attachment Liens
(other than arising as a result of claims under or related to Insurance
Contracts, Retrocession Agreements or Reinsurance Agreements); provided that the
enforcement of such Liens is effectively stayed or fully covered by insurance
and all such liens in the aggregate at any time outstanding for the Borrower and
its Subsidiaries do not exceed 2% of Net Worth;

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

         (i)      Liens securing obligations in respect of Capital Leases
permitted pursuant to Section 7.04(d) on assets subject to such leases; provided
that such Capital Leases are otherwise permitted hereunder,

         (j)      Liens securing obligations permitted under Sections 7.04(f)
and (g), to the extent such Liens are identified and permitted under such
Sections;

         (k)      Liens arising as a result of claims under or related to
Insurance Contracts, Reinsurance Agreements or Retrocession Agreements in the
ordinary course of business, or securing Indebtedness of Insurance Subsidiaries
incurred or assumed in connection with the settlement of claim losses in the
ordinary course of business of such Insurance Subsidiaries;

         (l)      Liens on assets of a Person that becomes a Subsidiary after
the Closing Date pursuant to a Permitted Acquisition securing Indebtedness
permitted by Section 7.04(h), which Liens previously existed and were not
created in contemplation thereof and which are not increased to cover any other
property;

         (m)      Liens on assets of the Borrower or its Subsidiaries securing
Indebtedness owed to the Borrower or a Subsidiary and permitted under Section
7.04(l);

         (n)      Liens on assets of Designated Subsidiaries securing
Indebtedness permitted under Section 7.04(m);

         (o)      so long as no Default or Event of Default has occurred and is
continuing, other Liens securing obligations in an aggregate amount not
exceeding at any one time outstanding 2% of Net Worth; and
<PAGE>

         (p)      any extension, renewal or replacement of the foregoing;
provided that the Liens permitted hereby shall not be spread to cover any
additional Indebtedness or property (other than a substitution of like
property).

         7.02     CONSOLIDATIONS AND MERGERS; SALES OF ASSETS. The Borrower
shall not, and shall not permit any of its Subsidiaries to, merge, consolidate
with or into, or convey, transfer, lease or otherwise dispose of (whether in one
transaction or in a series of transactions) all or any part of its assets
(including receivables and Equity Interests, and in all cases whether now owned
or hereafter acquired) to or in favor of any Person, except:

         (a)      any Subsidiary may merge with the Borrower; provided that the
Borrower shall be the continuing or surviving Person, or with any one or more
Subsidiaries; provided that if any transaction shall be between a Subsidiary and
a Subsidiary that is a Wholly-Owned Subsidiary, the Subsidiary that is a
Wholly-Owned Subsidiary shall be the continuing or surviving Person;

         (b)      any Subsidiary may sell all or any part of its assets (upon
voluntary liquidation or otherwise) to the Borrower or another Subsidiary that
is a Wholly-Owned Subsidiary; and

         (c)      the Borrower or any Subsidiary may sell, lease, convey or
otherwise dispose of assets (i) if such sale, lease, conveyance or other
disposition is (A) of portfolio Investments in the ordinary course of its
business at fair market value, (B) of obsolete, worn-out or surplus property,
(C) a sale of property to the extent such property is exchanged for credit
against the purchase price of similar replacement property or the Net
Disposition Proceeds thereof are promptly applied to the purchase of such
replacement property; (D) ordinary course dispositions of real estate and
related properties in connection with relocation activities for employees of the
Borrower and its Subsidiaries; (E) dispositions of tangible property as part of
a like kind exchange under Section 1031 of the Code in the ordinary course of
business; (F) dispositions of real estate and related properties as part of the
resolution or settlement of claims under an Insurance Contract in the ordinary
course of business; or (G) a voluntary termination of a Swap Contract; and (ii)
not otherwise permitted to be sold, leased, conveyed or disposed of in clause
(i) immediately preceding, provided that (A) no Default or Event of Default
shall have occurred or be continuing or would occur after giving effect thereto,
(B) all such dispositions shall be for fair market value and (C) the aggregate
value of all assets disposed of pursuant to this clause (ii) by the Borrower and
its Subsidiaries shall not exceed 25% of Net Worth (determined as of the last
day of the immediately preceding Fiscal Year) in any Fiscal Year.

         7.03     INVESTMENTS. The Borrower shall not, and shall not permit any
of its Subsidiaries to, make any Investments, except for:

         (a)      Investments held by the Borrower or any of its Subsidiaries in
the form of (i) Primary Investments and (ii) so long as no Default or Event of
Default has occurred and is continuing at the time of the making of such
Investment or after giving effect thereto, Secondary Investments; provided that,
(A) such Investments comply with all Legal Requirements, (B) the aggregate
amount of Secondary Investments shall not exceed 15% of the aggregate amount of
the Borrower's total investment portfolio and (C) the aggregate amount of
Investments in Secondary Investments that are issued by a single issuer shall
not exceed 5% of the aggregate amount of the Borrower's total investment
portfolio (with all valuations for purposes of compliance with this clause (ii)
being on a cost basis);

         (b)      extensions of credit and capital contributions by the Borrower
to any of its Subsidiaries existing on the Closing Date or to new Subsidiaries
created after the Closing Date in accordance with this Agreement or by any of
its Subsidiaries to another of its Subsidiaries existing on the Closing Date or
to new Subsidiaries created after the Closing Date in accordance with this
Agreement;

         (c)      Investments by the Insurance Subsidiaries in the ordinary
course of business and in compliance with all applicable regulatory
requirements;

         (d)      Investments existing on the Closing Date and identified on
Schedule 7.03;

         (e)      extensions of credit in the nature of accounts receivable,
notes receivable, lease obligations and similar obligations arising in the
ordinary course of business;

         (f)      Investments constituting Permitted Acquisitions;

         (g)      Investments consisting of non-cash proceeds from Dispositions
permitted under Section 7.02(c) and (d); and

         (h)      so long as no Default or Event of Default has occurred and is
continuing, other Investments in an aggregate amount not to exceed at any one
time outstanding 2% of Net Worth.
<PAGE>

         7.04     LIMITATION ON INDEBTEDNESS. The Borrower shall not, and shall
not permit any of its Subsidiaries to, create, incur, assume, suffer to exist,
or otherwise become or remain directly or indirectly liable with respect to, any
Indebtedness, except:

         (a)      Indebtedness incurred pursuant to this Agreement;

         (b)      Indebtedness consisting of Contingent Obligations in respect
of obligations of other Persons in an aggregate amount not to exceed at any one
time outstanding 2% of Net Worth;

         (c)      Indebtedness existing on the Closing Date and identified on
Schedule 7.04;

         (d)      Indebtedness incurred in the ordinary course of business in
connection with (i) Capital Leases which are non-recourse to the Borrower or its
Subsidiaries and (ii) other Capital Leases in an aggregate amount not to exceed
at any one time outstanding 2% of Net Worth;

         (e)      Obligations under Swap Contracts entered into for hedging
purposes;

         (f)      Indebtedness of the Borrower and its Subsidiaries having a
maturity of 92 days or less representing borrowings from a bank or banks with
which the Borrower or such Subsidiary has a depository relationship, which
borrowings shall be fully secured by Cash Equivalents purchased by the Borrower
or such Subsidiary with the proceeds of such borrowings;

         (g)      Obligations incurred in the ordinary course of business in
connection with "1031 exchange" or relocation service transactions and secured
by the properties which are the subject of such transactions;

         (h)      Indebtedness of a Person that becomes a Subsidiary after the
Closing Date pursuant to a Permitted Acquisition, which Indebtedness existed
prior to such Acquisition and was not created in contemplation thereof;

         (i)      so long as no Default or Event of Default has occurred and is
continuing at the time of incurrence thereof or after giving effect thereto,
unsecured Indebtedness of the Borrower; provided that such Indebtedness (i)
shall mature no earlier than November 5, 2008, (ii) shall not have any scheduled
principal payments or provide for any mandatory prepayments or redemptions or
repurchases not otherwise provided to the Lenders hereunder (including by way of
a default under this Agreement) prior to November 5, 2008, (iii) has covenants,
defaults and other terms and conditions (other than interest rates) no more
restrictive than those contained in this Agreement, and (iv) at any time a
Guaranty Trigger Event has occurred and is continuing, shall not exceed, when
aggregated with all other Indebtedness outstanding under this clause (i),
$700,000,000, provided that any Indebtedness permitted to be incurred pursuant
to this clause (i) prior to a Guaranty Trigger Event shall continue to be
permitted and may remain outstanding at such time as a Guaranty Trigger Event
has occurred and is continuing;

         (j)      so long as no Default or Event of Default has occurred and is
continuing at the time of incurrence thereof, other Indebtedness of the Borrower
and its Subsidiaries in an aggregate principal amount not to exceed at any one
time outstanding 3% of Net Worth;

         (k)      obligations consisting of guarantees of Indebtedness of
insurance agents of an Insurance Subsidiary in an aggregate amount not to exceed
at any one time outstanding 2% of Net Worth;

         (l)      Indebtedness of the Borrower or a Subsidiary owing to the
Borrower or another Subsidiary, provided that the payment of such Indebtedness
by the Borrower or a Subsidiary that is a Subsidiary Guarantor is subordinate to
the payment of the Obligations pursuant to Section 2.8 of the Subsidiary
Guaranty or otherwise in a manner satisfactory to the Administrative Agent;

         (m)      Non-Recourse Debt of the Designated Subsidiaries; and

         (n)      any extensions, renewals or refinancings of the foregoing on
terms substantially similar to, or more favorable to the Borrower than (but not
less favorable to the Lenders), the terms of the Indebtedness being extended,
renewed or refinanced.

         7.05     TRANSACTIONS WITH AFFILIATES. The Borrower shall not, and
shall not permit any of its Subsidiaries to, enter into any transaction with any
Affiliate of the Borrower, except upon fair and reasonable terms no less
favorable to the Borrower or such Subsidiary than would obtain in a comparable
arm's-length transaction with a Person not an Affiliate of the Borrower or such
Subsidiary; provided that the foregoing restrictions shall not apply to (a)
customary fees paid to members of the Board of Directors of the Borrower and its
Subsidiaries, (b) transactions permitted by Section 7.06 and (c) the performance
of any of the agreements identified on Schedule 7.05.

         7.06     RESTRICTED PAYMENTS. The Borrower shall not, and shall not
allow any of its Subsidiaries to, declare or make any dividend payment or other
distribution of assets, properties, cash, rights, obligations or securities on
account of any shares of any class of its Equity Interests, or purchase, redeem
or otherwise acquire for
<PAGE>

value any shares of its Equity Interest or any warrants, rights or options to
acquire such shares, now or hereafter outstanding, or directly or indirectly
voluntarily prepay, defease or in substance defease, purchase, redeem, retire or
otherwise acquire, any Indebtedness described in Section 7.04(i) or Section
7.04(j) (collectively, "Restricted Payments"), except that (a) any Subsidiary
may pay dividends and tax sharing payments to the corporations which own its
Equity Interest and (b) the Borrower may, so long as before and after giving
effect to any such payment no Event of Default or Default shall have occurred,
make any Restricted Payment.

         7.07     CHANGE IN BUSINESS. Other than in connection with a Permitted
Acquisition, the Borrower shall not, and shall not permit any of its Material
Subsidiaries to, engage in any material line of business substantially different
from those lines of business carried on by the Borrower and its Subsidiaries on
the date hereof and businesses directly related thereto.

         7.08     ACCOUNTING CHANGES. The Borrower shall not, and shall not
permit any of its Material Subsidiaries to, make any significant change in
accounting treatment or reporting practices, except as required by GAAP or SAP,
or change the fiscal year of the Borrower or of any Subsidiary.

         7.09     FINANCIAL COVENANTS.

         (a)      Net Worth. The Borrower shall not permit its Net Worth as of
the Closing Date or as at the end of any Fiscal Quarter after the Closing Date
to be less than (i) $2,250,000,000, plus (ii) 50% of Net Income (in excess of
zero) for the period from the beginning of the first full Fiscal Quarter
following the Closing Date to the last day of the Fiscal Quarter for which such
determination is made, plus (iii) 50% of cumulative cash equity contributions
received by the Borrower after the Closing Date through the issuance of Equity
Interests.

         (b)      Interest Coverage Ratio. The Borrower shall not permit its
Interest Coverage Ratio to be less than 2.50 to 1.0 at the end of any Fiscal
Quarter.

         (c)      Total Debt to Total Capitalization Ratio. The Borrower shall
not permit its Total Debt to Total Capitalization Ratio to be greater than 0.35
to 1.0 at the end of any Fiscal Quarter.

         7.10     NEGATIVE PLEDGES, RESTRICTIVE AGREEMENTS, ETC. The Borrower
shall not, and shall not permit any of its Subsidiaries to, enter into any
agreement (other than pursuant to Legal Requirements and excluding any Loan
Document) prohibiting:

         (a)      the creation or assumption of any Lien upon its properties,
revenues or assets, whether now owned or hereafter acquired, or the ability of
the Borrower or any of its Subsidiaries to amend or otherwise modify any Loan
Document; or

         (b)      the ability of any of its Subsidiaries to make any payments,
directly or indirectly, to the Borrower by way of dividends, advances,
repayments of loans or advances, reimbursements and accruals or other returns on
investments, or any other agreement or arrangement which restricts the ability
of any such Subsidiary to make any payment, directly or indirectly, to the
Borrower.

         7.11     ERISA. The Borrower shall not, and shall not permit any of its
ERISA Affiliates to, at any time engage in a transaction which could be subject
to Sections 4069 or 4212(c) of ERISA, or permit any Pension Plan to (a) engage
in any non-exempt "prohibited transaction" (as defined in Section 4975 of the
Code); (b) fail to comply with ERISA or any other applicable Laws; or (c) incur
any material "accumulated funding deficiency" (as defined in Section 302 of
ERISA), which, with respect to each event listed above, has a Material Adverse
Effect.

         7.12     CAPITAL EXPENDITURES. The Borrower shall not, and shall not
permit any of its Subsidiaries to, make Capital Expenditures (excluding those
made in connection with Permitted Acquisitions) for any Fiscal Year set forth
below in an aggregate amount more than the following amounts set forth opposite
each such Fiscal Year below:

<TABLE>
<CAPTION>
Fiscal Year                                Amount
-----------                             ------------
<S>                                     <C>
    2003                                $275,000,000
    2004                                $300,000,000
    2005                                $330,000,000
    2006                                $365,000,000
    2007                                $400,000,000
    2008                                $440,000,000
</TABLE>

provided, however, that if no Default or Event of Default exists or would result
therefrom, the Borrower and such Subsidiaries shall be entitled to make
additional Capital Expenditures in the following Fiscal Year (and on a
<PAGE>

cumulative basis for each Fiscal Year thereafter) in an aggregate amount not to
exceed 25% of the amount permitted to be expended which was not used for such
Fiscal Year.

                                 ARTICLE VIII.
                         EVENTS OF DEFAULT AND REMEDIES

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

         (a)      Non-Payment. The Borrower fails to pay (i) when and as
required to be paid herein, any amount of principal of any Loan, or (ii) within
five days after the same becomes due, any interest on any Loan, or any Facility
Fee or other fee due hereunder, or any other amount payable hereunder or under
any other Loan Document; or

         (b)      Specific Covenants. The Borrower or any Subsidiary fails to
perform or observe any term, covenant or agreement contained in any of Section
6.03(a)(i), 6.09 or 6.12 or Article VII applicable to it; or

         (c)      Other Defaults. The Borrower or any Subsidiary fails to
perform or observe any other covenant or agreement (not specified in subsection
(a) or (b) above) contained in any Loan Document on its part to be performed or
observed and such failure continues for 30 days after the earlier of (i) the
date upon which a Responsible Officer knew or reasonably should have known of
such failure or (ii) the date upon which written notice thereof is given to the
Borrower by the Administrative Agent or any Lender; or

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

         (e)      Cross-Default. (i) The Borrower or any Subsidiary (A) fails to
make any payment when due (whether by scheduled maturity, required prepayment,
acceleration, demand, or otherwise) in respect of any Indebtedness or Contingent
Obligation (other than Indebtedness hereunder and Indebtedness under Swap
Contracts) having an aggregate principal amount (including undrawn committed or
available amounts and including amounts owing to all creditors under any
combined or syndicated credit arrangement) of more than 2% of Net Worth and such
failure continues after the applicable grace or notice period, if any, specified
in the relevant document on the date of such failure, or (B) fails to observe or
perform any other agreement or condition relating to any such Indebtedness or
Contingent Obligation or contained in any instrument or agreement evidencing,
securing or relating thereto, or any other event occurs, the effect of which
default or other event is to cause, or to permit the holder or holders of such
Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee
or agent on behalf of such holder or holders or beneficiary or beneficiaries) to
cause, with the giving of notice if required, such Indebtedness to be demanded
or to become due or to be repurchased, prepaid, defeased or redeemed
(automatically or otherwise), or an offer to repurchase, prepay, defease or
redeem such Indebtedness to be made, prior to its stated maturity, or such
Guarantee to become payable or cash collateral in respect thereof to be
demanded; or (ii) there occurs under any Swap Contract an Early Termination Date
(as defined in such Swap Contract) resulting from (A) any event of default under
such Swap Contract as to which the Borrower or any Subsidiary is the Defaulting
Party (as defined in such Swap Contract) or (B) any Termination Event (as so
defined) under such Swap Contract as to which the Borrower or any Subsidiary is
an Affected Party (as so defined) and, in either event, the Swap Termination
Value owed by the Borrower or such Subsidiary as a result thereof is greater
than 2% of Net Worth; or

         (f)      Insolvency Proceedings, Etc. The Borrower or any Material
Subsidiary institutes or consents to the institution of any proceeding under any
Debtor Relief Law, or makes an assignment for the benefit of creditors; or
applies for or consents to the appointment of any receiver, trustee, custodian,
conservator, liquidator, rehabilitator or similar officer for it or for all or
any material part of its property; or any receiver, trustee, custodian,
conservator, liquidator, rehabilitator or similar officer is appointed without
the application or consent of such Person and the appointment continues
undischarged or unstayed for 60 calendar days; or any proceeding under any
Debtor Relief Law relating to any such Person or to all or any material part of
its property is instituted without the consent of such Person and continues
undismissed or unstayed for 60 calendar days, or an order for relief is entered
in any such proceeding; or any Insurance Subsidiary shall become subject to any
conservation, rehabilitation or liquidation order, directive or mandate issued
by an Governmental Authority; or

         (g)      Inability to Pay Debts; Attachment. (i) The Borrower or any
Material Subsidiary ceases to be Solvent, or becomes unable or admits in writing
its inability or fails generally to pay its debts as they become due, subject to
applicable grace periods, if any, whether at stated maturity or otherwise, or
(ii) any writ or warrant of
<PAGE>

attachment or execution or similar process is issued or levied against all or
any material part of the property of any such Person and is not released,
vacated or fully bonded within 60 days after its issue or levy; or

         (h)      Judgments. There is entered against the Borrower or any
Material Subsidiary (i) a final judgment or order for the payment of money in an
aggregate amount exceeding 2% of Net Worth (to the extent not covered by
independent third-party insurance as to which the insurer does not dispute
coverage), or (ii) any one or more non-monetary final judgments that have, or
could reasonably be expected to have, individually or in the aggregate, a
Material Adverse Effect and, in either case, (A) enforcement proceedings are
commenced by any creditor upon such judgment or order, or (B) there is a period
of 10 consecutive days during which a stay of enforcement of such judgment, by
reason of a pending appeal or otherwise, is not in effect; or

         (i)      ERISA. (i) An ERISA Event occurs with respect to a Pension
Plan or Multiemployer Plan which has resulted or could reasonably be expected to
result in liability of the Borrower under Title IV of ERISA to the Pension Plan,
Multiemployer Plan or the PBGC in an aggregate amount in excess of $5,000,000;
(ii) the aggregate amount of Unfunded Pension Liability among all Pension Plans
at any time exceeds $5,000,000; or (iii) the Borrower or any ERISA Affiliate
fails to pay when due, after the expiration of any applicable grace period, any
installment payment with respect to its withdrawal liability under Section 4201
of ERISA under a Multiemployer Plan in an aggregate amount in excess of
$5,000,000; or

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

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

         (l)      Loss of Licenses. Any Governmental Authority revokes, fails to
renew or suspends any License of the Borrower or any Subsidiary, which
revocation, failure or suspension has had or could reasonably be expected to
have a Material Adverse Effect, or the Borrower or any Subsidiary for any reason
loses any License which loss has had or could reasonably be expected to have a
Material Adverse Effect, or the Borrower or any Subsidiary suffers the
imposition of any restraining order, escrow, suspension or impound of funds in
connection with any proceeding (judicial or administrative) with respect to any
License which imposition has had or could reasonably be expected to have a
Material Adverse Effect; or

         (m)      Environmental Damages. A reasonable basis shall exist for the
assertion against the Borrower or any of its Subsidiaries or any predecessor in
interest of the Borrower or any of its Subsidiaries of (or there shall have been
asserted against the Borrower or any of its Subsidiaries) any claims or
liabilities, whether accrued, absolute or contingent, based on or arising from
the generation, storage, transport, handling or disposal of Hazardous Materials
by the Borrower or any of its Subsidiaries or predecessors thereof that, in the
judgment of the Required Lenders, are reasonably likely to be determined
adversely to the Borrower or such Subsidiary and the amount payable as a result
thereof has a Material Adverse Effect (after deducting such amounts that are
reasonably expected to be paid by other creditworthy Persons jointly and
severally liable therefor); or

         (n)      Governmental Action. The Borrower or any of its Subsidiaries
shall be required by any applicable bank regulatory authority, any applicable
insurance regulatory authority or other Governmental Authority to enter into,
after the date hereof, any indenture, agreement, instrument or other arrangement
(including any capital maintenance agreement) that directly or indirectly,
prohibits or restrains, or has the effect of prohibiting or restraining, or
imposes material adverse conditions upon the incurrence or payment of
Indebtedness, the granting of Liens, the declaration or payment of dividends,
the making of Investments or the Disposition of property or requires the making
of capital contributions to, or other Investments in, any such Subsidiary in an
aggregate amount which has a Material Adverse Effect.

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

         (a)      declare the commitment of each Lender to make Loans to be
terminated, whereupon such commitments shall be terminated;

         (b)      declare the unpaid principal amount of all outstanding Loans,
all interest accrued and unpaid thereon, and all other amounts owing or payable
hereunder or under any other Loan Document to be immediately
<PAGE>

due and payable, without presentment, demand, protest or other notice of any
kind, all of which are hereby expressly waived by the Borrower; and

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

provided, however, that upon the occurrence of any Event of Default under
Section 8.01(f), the obligation of each Lender to make Loans shall automatically
terminate, the unpaid principal amount of all outstanding Loans and all interest
and other amounts as aforesaid shall automatically become due and payable,
without further act of the Administrative Agent or any Lender.

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

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

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

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

Fourth, to payment of that portion of the Obligations constituting unpaid
principal of the Loans, ratably among the Lenders in proportion to the
respective amounts described in this clause Fourth held by them;

Fifth, to payment of that portion of the Obligations in respect of Swap
Contracts, ratably among the Guarantied Parties, in proportion to the respective
amounts described in this clause Fifth held by them; and

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

                                   ARTICLE IX.
                              ADMINISTRATIVE AGENT

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

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

         9.03     LIABILITY OF ADMINISTRATIVE AGENT. No Agent-Related Person
shall (a) be liable for any action taken or omitted to be taken by any of them
under or in connection with this Agreement or any other Loan Document or the
transactions contemplated hereby (except for its own gross negligence or willful
misconduct in connection with its duties expressly set forth herein), or (b) be
responsible in any manner to any Lender or participant for any recital,
statement, representation or warranty made by the Borrower or any officer
thereof, contained herein or in any other Loan Document, or in any certificate,
report, statement or other document referred
<PAGE>

to or provided for in, or received by the Administrative Agent under or in
connection with, this Agreement or any other Loan Document, or the validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement or
any other Loan Document, or for any failure of the Borrower or any other party
to any Loan Document to perform its obligations hereunder or thereunder. No
Agent-Related Person shall be under any obligation to any Lender or participant
to ascertain or to inquire as to the observance or performance of any of the
agreements contained in, or conditions of, this Agreement or any other Loan
Document, or to inspect the properties, books or records of the Borrower or any
Affiliate thereof.

         9.04     RELIANCE BY ADMINISTRATIVE AGENT.

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

         (b)      For purposes of determining compliance with the conditions
specified in Section 4.01, each Lender that has signed this Agreement shall be
deemed to have consented to, approved or accepted or to be satisfied with, each
document or other matter required thereunder to be consented to or approved by
or acceptable or satisfactory to a Lender unless the Administrative Agent shall
have received notice from such Lender prior to the proposed Closing Date
specifying its objection thereto.

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

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

required to be furnished to the Lenders by the Administrative Agent herein, the
Administrative Agent shall not have any duty or responsibility to provide any
Lender with any credit or other information concerning the business, prospects,
operations, property, financial and other condition or creditworthiness of any
of the Loan Parties or any of their respective Affiliates which may come into
the possession of any Agent-Related Person.

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

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

         9.09     SUCCESSOR ADMINISTRATIVE AGENT. The Administrative Agent may
resign as Administrative Agent upon 30 days' notice to the Lenders; provided
that any such resignation by Bank of America shall also constitute its
resignation as Swing Line Lender. If the Administrative Agent resigns under this
Agreement, the Required Lenders shall appoint from among the Lenders a successor
administrative agent for the Lenders, which successor administrative agent shall
be consented to by the Borrower at all times other than during the existence of
an Event of Default (which consent of the Borrower shall not be unreasonably
withheld or delayed). If no successor administrative agent is appointed prior to
the Closing Date of the resignation of the Administrative Agent, the
Administrative Agent may appoint, after consulting with the Lenders and the
Borrower, a successor administrative agent from among the Lenders. Upon the
acceptance of its appointment as successor administrative agent hereunder, the
Person acting as such successor administrative agent shall succeed to all the
rights, powers and duties of the retiring Administrative Agent and Swing Line
Lender and the respective terms "Administrative Agent" and "Swing Line Lender"
shall mean such successor administrative agent and swing line lender, and the
retiring Administrative Agent's appointment, powers and duties as Administrative
Agent shall be terminated and the retiring Swing Line Lender's rights, powers
and duties as such shall be terminated, without any other or further act or deed
on the part of such retiring Swing Line Lender or any other Lender. After any
retiring Administrative Agent's resignation hereunder as Administrative Agent,
the provisions of this Article IX and Sections 10.04 and 10.05 shall inure to
its benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent under this Agreement. If no successor administrative agent
has accepted appointment as Administrative Agent by the date which is 30 days
following a retiring Administrative Agent's notice of resignation, the retiring
Administrative Agent's resignation shall nevertheless thereupon become effective
and the Lenders shall perform all of the duties of
<PAGE>

the Administrative Agent hereunder until such time, if any, as the Required
Lenders appoint a successor agent as provided for above.

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

         (a)      to file and prove a claim for the whole amount of the
principal and interest owing and unpaid in respect of the Loans and all other
Obligations that are owing and unpaid and to file such other documents as may be
necessary or advisable in order to have the claims of the Lenders and the
Administrative Agent (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Lenders and the Administrative Agent
and their respective agents and counsel and all other amounts due the Lenders
and the Administrative Agent under Sections 2.08 and 10.04) allowed in such
judicial proceeding; and

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Lender to make such payments to the Administrative Agent and, in the event
that the Administrative Agent shall consent to the making of such payments
directly to the Lenders, to pay to the Administrative Agent any amount due for
the reasonable compensation, expenses, disbursements and advances of the
Administrative Agent and its agents and counsel, and any other amounts due the
Administrative Agent under Sections 2.08 and 10.04.

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

         9.11     GUARANTY MATTERS. The Lenders irrevocably authorize the
Administrative Agent, at its option and in its discretion, to release any
Subsidiary Guarantor from its obligations under the Subsidiary Guaranty if such
Person ceases to be a Subsidiary as a result of a transaction permitted
hereunder. Upon request by the Administrative Agent at any time, the Required
Lenders will confirm in writing the Administrative Agent's authority to release
any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty
pursuant to this Section 9.11.

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

                                   ARTICLE X.
                                  MISCELLANEOUS

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

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

         (b)      extend or increase the Commitment of any Lender (or reinstate
any Commitment terminated pursuant to Section 2.05 or Section 8.02) without the
written consent of such Lender;
<PAGE>

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

         (d)      reduce the principal of, or the rate of interest specified
herein on, any Loan, or (subject to clause (iii)) of the second proviso to this
Section 10.01) any fees or other amounts payable hereunder or under any other
Loan Document without the written consent of each Lender directly affected
thereby; provided, however, that only the consent of the Required Lenders shall
be necessary to waive any obligation of the Borrower to pay interest at the
Default Rate;

         (e)      change Section 2.12 or Section 8.03 or the definition of "Pro
Rata Share" in a manner that would alter the pro rata sharing of payments
required thereby without the written consent of each Lender;

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

         (g)      release all or substantially all of the Subsidiary Guarantors
from the Subsidiary Guaranty without the written consent of each Lender
(provided no consent of any Lender shall be required in the event of a release
of the Subsidiary Guaranty as a result of a Guaranty Release Event);

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

         10.02    NOTICES AND OTHER COMMUNICATIONS; FACSIMILE COPIES.

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

                  (i)      if to the Borrower, the Administrative Agent or the
         Swing Line Lender, to the address, facsimile number, electronic mail
         address or telephone number specified for such Person on Schedule 10.02
         or to such other address, facsimile number, electronic mail address or
         telephone number as shall be designated by such party in a notice to
         the other parties; and

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

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

         (b)      Effectiveness of Facsimile Documents and Signatures. Loan
Documents may be transmitted and/or signed by facsimile. The effectiveness of
any such documents and signatures shall, subject to applicable Law, have the
same force and effect as manually-signed originals and shall be binding on all
Loan Parties, the Administrative Agent and the Lenders. The Administrative Agent
may also require that any such documents and
<PAGE>

signatures be confirmed by a manually-signed original thereof; provided,
however, that the failure to request or deliver the same shall not limit the
effectiveness of any facsimile document or signature.

         (c)      Limited Use of Electronic Mail. Electronic mail and Internet
and intranet websites may be used only to distribute routine communications,
such as financial statements and other information as provided in Section 6.02,
and to distribute Loan Documents for execution by the parties thereto, and may
not be used for any other purpose.

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

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

         10.04    ATTORNEY COSTS, EXPENSES AND TAXES. The Borrower agrees (a) to
pay or reimburse the Administrative Agent for all reasonable out-of-pocket costs
and expenses incurred by the Administrative Agent and the Arranger in connection
with the development, preparation, negotiation and execution of this Agreement
and the other Loan Documents and any amendment, waiver, consent or other
modification of the provisions hereof and thereof (whether or not the
transactions contemplated hereby or thereby are consummated), and the
consummation and administration of the transactions contemplated hereby and
thereby, including all Attorney Costs, and (b) to pay or reimburse the
Administrative Agent and each Lender for all reasonable costs and expenses
incurred in connection with the enforcement, attempted enforcement, or
preservation of any rights or remedies under this Agreement or the other Loan
Documents (including all such costs and expenses incurred during any "workout"
or restructuring in respect of the Obligations and during any legal proceeding,
including any proceeding under any Debtor Relief Law), including all Attorney
Costs. The foregoing costs and expenses shall include all search, filing,
recording, title insurance and appraisal charges and fees and taxes related
thereto, and other out-of-pocket expenses incurred by the Administrative Agent
and the cost of independent public accountants and other outside experts
reasonably retained by the Administrative Agent or, with respect to clause (b)
above, any Lender. All amounts due under this Section 10.04 shall be payable
within ten Business Days after demand therefor, setting forth in reasonable
detail the costs and expenses so incurred. The agreements in this Section shall
survive the termination of the Aggregate Commitments and repayment of all other
Obligations.

         10.05    INDEMNIFICATION BY THE BORROWER. Whether or not the
transactions contemplated hereby are consummated, the Borrower shall indemnify
and hold harmless each Agent-Related Person, each Lender and their respective
Affiliates, directors, officers, employees, counsel, agents and
attorneys-in-fact (collectively the "Indemnitees") from and against any and all
liabilities, obligations, losses, damages, penalties, claims, demands, actions,
judgments, suits, costs, expenses and disbursements (including Attorney Costs)
of any kind or nature whatsoever which may at any time be imposed on, incurred
by or asserted against any such Indemnitee in any way relating to or arising out
of or in connection with (a) the execution, delivery, enforcement, performance
or administration of any Loan Document or any other agreement, letter or
instrument delivered in connection with the transactions contemplated thereby or
the consummation of the transactions contemplated thereby, (b) any Commitment or
Loan or the use or proposed use of the proceeds therefrom, or (c) any actual or
prospective claim, litigation, investigation or proceeding relating to any of
the foregoing, whether based on contract, tort or any other theory (including
any investigation of, preparation for, settlement of, or defense of any pending
or threatened claim, investigation, litigation or proceeding) and regardless of
whether any Indemnitee is a party thereto (all the foregoing, collectively, the
"Indemnified Liabilities"); provided that such indemnity shall not, as to any
Indemnitee, be available to the extent that such liabilities, obligations,
losses, damages, penalties, claims, demands, actions,
<PAGE>

judgments, suits, costs, expenses or disbursements are (i) determined by a court
of competent jurisdiction by final and non-appealable judgment to have resulted
from the gross negligence or willful misconduct of such Indemnitee or (ii) are
the result of claims asserted against an Indemnitee by another Indemnitee. No
Indemnitee shall be liable for any damages arising from the use by others of any
information or other materials obtained through IntraLinks or other similar
information transmission systems in connection with this Agreement, nor shall
any Indemnitee have any liability for any indirect or consequential damages
relating to this Agreement or any other Loan Document or arising out of its
activities in connection herewith or therewith (whether before or after the
Closing Date). All amounts due under this Section 10.05 shall be payable within
ten Business Days after demand therefor. The agreements in this Section shall
survive the resignation of the Administrative Agent, the replacement of any
Lender, the termination of the Aggregate Commitments and the repayment,
satisfaction or discharge of all the other Obligations.

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

         10.07    SUCCESSORS AND ASSIGNS.

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

         (b)      Any Lender may at any time assign to one or more Eligible
Assignees all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans (including for
purposes of this subsection (b), participations in Swing Line Loans) at the time
owing to it); provided that (i) except in the case of an assignment of the
entire remaining amount of the assigning Lender's Commitment and the Loans at
the time owing to it or in the case of an assignment to a Lender or an Affiliate
of a Lender or an Approved Fund (as defined in subsection (g) of this Section)
with respect to a Lender, the aggregate amount of the Commitment (which for this
purpose includes Loans outstanding thereunder) subject to each such assignment,
determined as of the date the Assignment and Assumption with respect to such
assignment is delivered to the Administrative Agent or, if "Trade Date" is
specified in the Assignment and Assumption, as of the Trade Date, shall not be
less than $5,000,000 unless each of the Administrative Agent and, so long as no
Event of Default has occurred and is continuing, the Borrower otherwise consents
(each such consent not to be unreasonably withheld or delayed); (ii) each
partial assignment shall be made as an assignment of a proportionate part of all
the assigning Lender's rights and obligations under this Agreement with respect
to the Loans or the Commitment assigned, except that this clause (ii) shall not
apply to rights in respect of Swing Line Loans; (iii) any assignment of a
Commitment must be approved by the Administrative Agent and the Swing Line
Lender (each such approval not to be unreasonably withheld or delayed) unless
the Person that is the proposed assignee is itself a Lender (whether or not the
proposed assignee would otherwise qualify as an Eligible Assignee); (iv) the
parties to each assignment shall execute and deliver to the Administrative Agent
an Assignment and Assumption; and (v) the assignor Lender or Eligible Assignee
shall have paid the Administrative Agent a processing and recordation fee of
$3,500. Subject to acceptance and recording
<PAGE>

thereof by the Administrative Agent pursuant to subsection (c) of this Section,
from and after the Closing Date specified in each Assignment and Assumption, the
Eligible Assignee thereunder shall be a party to this Agreement and, to the
extent of the interest assigned by such Assignment and Assumption, have the
rights and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest assigned by such
Assignment and Assumption, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption covering all of the assigning
Lender's rights and obligations under this Agreement, such Lender shall cease to
be a party hereto but shall continue to be entitled to the benefits of Sections
3.01, 3.04, 3.05, 10.04 and 10.05 with respect to facts and circumstances
occurring prior to the Closing Date of such assignment). Upon request, the
Borrower (at its expense) shall execute and deliver a Note to the assignee
Lender. Any assignment or transfer by a Lender of rights or obligations under
this Agreement that does not comply with this subsection shall be treated for
purposes of this Agreement as a sale by such Lender of a participation in such
rights and obligations in accordance with subsection (d) of this Section.

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

         (d)      Any Lender may at any time, without the consent of, or notice
to, the Borrower or the Administrative Agent, sell participations to any Person
(other than a natural person or the Borrower or any of the Borrower's Affiliates
or Subsidiaries) (each, a "Participant") in all or a portion of such Lender's
rights and/or obligations under this Agreement (including all or a portion of
its Commitment and/or the Loans (including such Lender's participations Swing
Line Loans) owing to it); provided that (i) such Lender's obligations under this
Agreement shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations
and (iii) the Borrower, the Administrative Agent and the other Lenders shall
continue to deal solely and directly with such Lender in connection with such
Lender's rights and obligations under this Agreement. Any agreement or
instrument pursuant to which a Lender sells such a participation shall provide
that such Lender shall retain the sole right to enforce this Agreement and to
approve any amendment, modification or waiver of any provision of this
Agreement; provided that such agreement or instrument may provide that such
Lender will not, without the consent of the Participant, agree to any amendment,
waiver or other modification described in the first proviso to Section 10.01
that directly affects such Participant. Subject to subsection (e) of this
Section, the Borrower agrees that each Participant shall be entitled to the
benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a
Lender and had acquired its interest by assignment pursuant to subsection (b) of
this Section. To the extent permitted by Law, each Participant also shall be
entitled to the benefits of Section 10.09 as though it were a Lender.

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

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

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

         "Eligible Assignee" means (a) a Lender; (b) an Affiliate of a Lender;
         (c) an Approved Fund; and (d) any other Person (other than a natural
         person) approved by (i) the Administrative Agent and the Swing Line
         Lender, and (ii) unless an Event of Default has occurred and is
         continuing, the Borrower (each such
<PAGE>

         approval not to be unreasonably withheld or delayed); provided that
         notwithstanding the foregoing,

         "Eligible Assignee" shall not include the Borrower or any of the
         Borrower's Affiliates or Subsidiaries.

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

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

         (h)      Notwithstanding anything to the contrary contained herein, any
Lender that is a Fund may create a security interest in all or any portion of
the Loans owing to it and the Note, if any, held by it to the trustee for
holders of obligations owed, or securities issued, by such Fund as security for
such obligations or securities, provided that unless and until such trustee
actually becomes a Lender in compliance with the other provisions of this
Section 10.07, (i) no such pledge shall release the pledging Lender from any of
its obligations under the Loan Documents and (ii) such trustee shall not be
entitled to exercise any of the rights of a Lender under the Loan Documents even
though such trustee may have acquired ownership rights with respect to the
pledged interest through foreclosure or otherwise.

         (i)      Notwithstanding anything to the contrary contained herein, if
at any time Bank of America assigns all of its Commitment and Loans pursuant to
subsection (b) above, Bank of America shall, upon 30 days' notice to the
Borrower and the Lenders, resign as Swing Line Lender. In the event of any such
resignation as Swing Line Lender, the Borrower shall be entitled to appoint from
among the Lenders a successor Swing Line Lender hereunder but no Lender shall be
required to accept such appointment; provided, however, that no failure by the
Borrower to appoint any such successor shall affect the resignation of Bank of
America as Swing Line Lender. If Bank of America resigns as Swing Line Lender,
it shall retain all the rights of the Swing Line Lender provided for hereunder
with respect to Swing Line Loans made by it and outstanding as of the Closing
Date of such resignation, including the right to require the Lenders to make
Base Rate Loans or fund risk participations in outstanding Swing Line Loans
pursuant to Section 2.03(c).

         10.08    CONFIDENTIALITY. Each of the Administrative Agent and the
Lenders agrees to maintain the confidentiality of the Information (as defined
below), except that Information may be disclosed (a) to its and its Affiliates'
directors, officers, employees and agents, including accountants, legal counsel
and other advisors (it being understood that the Persons to whom such disclosure
is made will be informed of the confidential nature of such Information and will
agree to keep such Information confidential); (b) to the extent requested by any
regulatory authority; (c) to the extent required by applicable Laws or
regulations or by any subpoena or similar legal process; (d) to any other party
to this Agreement; (e) in connection with the exercise of any remedies hereunder
or any suit, action or proceeding relating to this Agreement or the enforcement
of rights hereunder; (f) subject to an agreement containing provisions
substantially the same as those of this Section, to (i) any Eligible Assignee of
or Participant in, or any prospective Eligible Assignee of or Participant in,
any of its rights or obligations under this Agreement or (ii) any direct or
indirect contractual counterparty or prospective counterparty (or such
contractual counterparty's or prospective counterparty's professional advisor)
to any credit derivative transaction relating to obligations of the Borrower;
(g) with the consent of the Borrower; (h) to the extent such Information (i)
becomes publicly available other than as a result of a breach of this Section or
(ii) becomes available to the Administrative Agent or any Lender on a
nonconfidential basis from a source other than the Borrower without breach of
any duty of confidentiality known to the Administrative Agent or such Lender; or
(i) to the NAIC or any other similar organization. In addition, the
Administrative Agent and the Lenders may disclose the existence of this
Agreement and information about this Agreement to market data collectors,
similar service providers to the lending industry, and service providers to the
Administrative Agent and the Lenders in connection with the administration and
management of this Agreement, the other Loan Documents, the Commitments, and the
Credit Extensions. For the purposes of this Section, "Information" means all
information received from the Borrower relating to the Borrower or any
Subsidiary or its business, other than any such information that is available to
the Administrative Agent or any Lender on a nonconfidential basis prior to
disclosure by the Borrower. Any Person required to maintain the confidentiality
of Information as provided in this Section shall be considered to have complied
with its obligation to do so if such Person has exercised the same degree of
care to maintain the confidentiality of such Information as such Person would
accord to its own confidential information. Notwithstanding anything to the
contrary, "Information" shall not include, and the Administrative Agent and each
Lender may disclose without limitation of any kind, any information with respect
to the "tax treatment" and "tax structure" (in each case, within the meaning of
Treasury Regulation
<PAGE>

Section 1.6011-4) of the transactions contemplated hereby and all materials of
any kind (including opinions or other tax analyses) that are provided to the
Administrative Agent or such Lender relating to such tax treatment and tax
structure; provided that with respect to any document or similar item that in
either case contains information concerning the tax treatment or tax structure
of the transaction as well as other information, this sentence shall only apply
to such portions of the document or similar item that relate to the tax
treatment or tax structure of the Loans and transactions contemplated hereby.

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

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

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

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

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

         10.14    TAX FORMS.

         (a)

                  (i)      Each Lender that is not a "United States person"
         within the meaning of Section 7701(a)(30) of the Code (a "Foreign
         Lender") shall deliver to the Administrative Agent, prior to receipt of
         any payment subject to withholding under the Code (or upon accepting an
         assignment of an interest herein), two duly signed completed copies of
         either IRS Form W-8BEN or any successor thereto (relating to such
         Foreign Lender and entitling it to an exemption from, or reduction of,
         withholding tax on all payments to be made to such Foreign Lender by
         the Borrower pursuant to this Agreement) or IRS Form W-8ECI or any
         successor thereto (relating to all payments to be made to such Foreign
         Lender by the
<PAGE>

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

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

                  (iii)    The Borrower shall not be required to pay any
         additional amount to any Foreign Lender under Section 3.01 (A) with
         respect to any Taxes required to be deducted or withheld on the basis
         of the information, certificates or statements of exemption such Lender
         transmits with an IRS Form W-8IMY pursuant to this Section 10.14(a) or
         (B) if such Lender shall have failed to satisfy the foregoing
         provisions of this Section 10.14(a); provided that if such Lender shall
         have satisfied the requirement of this Section 10.14(a) on the date
         such Lender became a Lender or ceased to act for its own account with
         respect to any payment under any of the Loan Documents, nothing in this
         Section 10.14(a) shall relieve the Borrower of its obligation to pay
         any amounts pursuant to Section 3.01 in the event that, as a result of
         any change in any applicable Law, treaty or governmental rule,
         regulation or order, or any change in the interpretation,
         administration or application thereof, such Lender is no longer
         properly entitled to deliver forms, certificates or other evidence at a
         subsequent date establishing the fact that such Lender or other Person
         for the account of which such Lender receives any sums payable under
         any of the Loan Documents is not subject to withholding or is subject
         to withholding at a reduced rate.

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

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

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

Section shall survive the termination of the Aggregate Commitments, repayment of
all other Obligations hereunder and the resignation of the Administrative Agent.

         10.15    REPLACEMENT OF LENDERS. Under any circumstances set forth
herein providing that the Borrower shall have the right to replace a Lender as a
party to this Agreement, the Borrower may, upon notice to such Lender and the
Administrative Agent, replace such Lender by causing such Lender to assign its
Commitment (with the assignment fee to be paid by the Borrower in such instance)
pursuant to Section 10.07(b) to one or more other Lenders or Eligible Assignees
procured by the Borrower; provided, however, that if the Borrower elects to
exercise such right with respect to any Lender pursuant to Section 3.06(b), it
shall be obligated to replace all Lenders that have made similar requests for
compensation pursuant to Section 3.01 or 3.04. The Borrower shall (x) pay in
full all principal, interest, fees and other amounts owing to such Lender
through the date of replacement (including any amounts payable pursuant to
Section 3.05), (y) provide appropriate assurances and indemnities (which may
include letters of credit) to the Swing Line Lender as each may reasonably
require with respect to any continuing obligation to fund participation
interests in any Swing Line Loans then outstanding, and (z) release such Lender
from its obligations under the Loan Documents. Any Lender being replaced shall
execute and deliver an Assignment and Assumption with respect to such Lender's
Commitment and outstanding Loans and participations in Swing Line Loans.

         10.16    GOVERNING LAW.

         (a)      THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, the LAW OF THE STATE OF NEW YORK applicable to agreements made
and to be performed entirely within such State; PROVIDED THAT THE ADMINISTRATIVE
Agent AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW. THIS
AGREEMENT HAS BEEN ENTERED INTO PURSUANT TO SECTION 5-1401 OF THE NEW YORK
GENERAL OBLIGATIONS LAW.

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

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

         10.18    USA PATRIOT ACT NOTICE. Each Lender and the Administrative
Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower
that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L.
107-56 (signed into law October 26, 2001)) (the "Act"), it is required to
obtain, verify and record information that identifies the Borrower, which
information includes the name and address of the Borrower and other information
that will allow such Lender or the Administrative Agent, as applicable, to
identify the Borrower in accordance with the Act.
<PAGE>

         10.19    ENTIRE AGREEMENT. This Agreement and the other Loan Documents
embodies the entire agreement and understanding among the Borrower, the Lenders
and the Administrative Agent, and supersedes all prior or contemporaneous
agreements and understandings of such Persons, verbal or written, relating to
the subject matter hereof and thereof, except that (a) the matters contained in
paragraphs 7, 8, 9 and 10 of the Commitment Letter and (b) the Fee Letter shall
survive the execution and delivery of this Agreement and the Closing Date.

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