<PAGE>

================================================================================
                                                                     Exhibit 4.1

                      AMENDED AND RESTATED CREDIT AGREEMENT

                           Dated as of April 11, 2003

                                      among

                             SCHOOL SPECIALTY, INC.
                                as the Borrower,

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

                         U.S. BANK NATIONAL ASSOCIATION
                                       and
                       LASALLE BANK, NATIONAL ASSOCIATION,
                            as Co-Syndication Agents,

                                  BANK ONE, NA
                                       and
                           M&I MARSHALL & ILSLEY BANK,
                           as Co-Documentation Agents,

                           HARRIS TRUST & SAVINGS BANK
                                       and
                    NATIONAL CITY BANK OF MICHIGAN/ILLINOIS,
                                  as Co- Agents

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

                                       and

                         The Other Lenders Party Hereto

                                  Arranged By:

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

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                      <C>
ARTICLE I  DEFINITIONS AND ACCOUNTING TERMS ...........................................  1
1.01     Defined Terms ................................................................  1
         -------------
1.02     Other Interpretive Provisions ................................................ 20
         -----------------------------
1.03     Accounting Terms ............................................................. 21
         ----------------
1.04     Rounding ..................................................................... 21
         --------
1.05     References to Agreements and Laws ............................................ 21
         ---------------------------------
1.06     Times of Day ................................................................. 22
         ------------
1.07     Letter of Credit Amounts ..................................................... 22
         ------------------------
ARTICLE II  THE COMMITMENTS AND CREDIT EXTENSIONS ..................................... 22
2.01     Revolving Loans .............................................................. 22
         ---------------
2.02     Borrowings, Conversions and Continuations of Loans ........................... 22
         --------------------------------------------------
2.03     Letters of Credit ............................................................ 23
         -----------------
2.04     Swing Line Loans ............................................................. 30
         ----------------
2.05     Prepayments .................................................................. 32
         -----------
2.06     Termination or Reduction of Aggregate Revolving Commitments .................. 33
         -----------------------------------------------------------
2.07     Repayment of Loans ........................................................... 33
         ------------------
2.08     Interest ..................................................................... 34
         --------
2.09     Fees ......................................................................... 34
         ----
2.10     Computation of Interest and Fees ............................................. 35
         --------------------------------
2.11     Evidence of Debt ............................................................. 35
         ----------------
2.12     Payments Generally ........................................................... 35
         ------------------
2.13     Sharing of Payments .......................................................... 37
         -------------------
ARTICLE III  TAXES, YIELD PROTECTION AND ILLEGALITY ................................... 38
3.01     Taxes ........................................................................ 38
         -----
3.02     Illegality ................................................................... 39
         ----------
3.03     Inability to Determine Rates ................................................. 39
         ----------------------------
3.04     Increased Cost and Reduced Return; Capital Adequacy .......................... 39
         ---------------------------------------------------
3.05     Funding Losses ............................................................... 40
         --------------
3.06     Matters Applicable to all Requests for Compensation .......................... 40
         ---------------------------------------------------
3.07     Survival ..................................................................... 41
         --------
ARTICLE IV  GUARANTY .................................................................. 41
4.01     The Guaranty ................................................................. 41
         ------------
4.02     Obligations Unconditional .................................................... 42
         -------------------------
4.03     Reinstatement ................................................................ 43
         -------------
4.04     Certain Additional Waivers ................................................... 43
         --------------------------
4.05     Remedies ..................................................................... 43
         --------
4.06     Rights of Contribution ....................................................... 43
         ----------------------
4.07     Guarantee of Payment; Continuing Guarantee ................................... 44
         ------------------------------------------
ARTICLE V  CONDITIONS PRECEDENT TO CREDIT EXTENSIONS .................................. 44
5.01     Conditions of Initial Credit Extension ....................................... 44
         --------------------------------------
5.02     Conditions to all Credit Extensions .......................................... 47
         -----------------------------------
ARTICLE VI  REPRESENTATIONS AND WARRANTIES ............................................ 47
6.01     Existence, Qualification and Power ........................................... 48
         ----------------------------------
6.02     Authorization; No Contravention .............................................. 48
         -------------------------------
</TABLE>

                                       i

<PAGE>

<TABLE>
<S>                                                                                        <C>
6.03     Governmental Authorization; Other Consents ...................................... 48
         ------------------------------------------
6.04     Binding Effect .................................................................. 48
         --------------
6.05     Financial Statements; No Material Adverse Effect ................................ 48
         ------------------------------------------------
6.06     Litigation ...................................................................... 49
         ----------
6.07     No Default ...................................................................... 49
         ----------
6.08     Ownership of Property; Liens .................................................... 50
         ----------------------------
6.09     Environmental Compliance ........................................................ 50
         ------------------------
6.10     Insurance ....................................................................... 50
         ---------
6.11     Taxes ........................................................................... 51
         -----
6.12     ERISA Compliance ................................................................ 51
         ----------------
6.13     Subsidiaries .................................................................... 51
         ------------
6.14     Margin Regulations; Investment Company Act; Public Utility Holding Company Act .. 52
         ------------------------------------------------------------------------------
6.15     Disclosure ...................................................................... 52
         ----------
6.16     Compliance with Laws ............................................................ 52
         --------------------
6.17     Intellectual Property; Licenses, Etc ............................................ 52
         ------------------------------------
6.18     [Reserved] ...................................................................... 53
         ----------
6.19     Perfection of Security Interests in the Collateral .............................. 53
         --------------------------------------------------
6.20     Business Locations .............................................................. 53
         ------------------
6.21     Labor Matters ................................................................... 53
         -------------
6.22     Tax Shelter Regulations ......................................................... 53
         -----------------------
ARTICLE VII  AFFIRMATIVE COVENANTS ....................................................... 54
7.01     Financial Statements ............................................................ 54
         --------------------
7.02     Certificates; Other Information ................................................. 54
         -------------------------------
7.03     Notices ......................................................................... 56
         -------
7.04     Payment of Obligations .......................................................... 56
         ----------------------
7.05     Preservation of Existence, Etc .................................................. 57
         ------------------------------
7.06     Maintenance of Properties ....................................................... 57
         -------------------------
7.07     Maintenance of Insurance ........................................................ 57
         ------------------------
7.08     Compliance with Laws ............................................................ 57
         --------------------
7.09     Books and Records ............................................................... 57
         -----------------
7.10     Inspection Rights ............................................................... 58
         -----------------
7.11     Use of Proceeds ................................................................. 58
         ---------------
7.12     Additional Subsidiaries ......................................................... 58
         -----------------------
7.13     ERISA Compliance ................................................................ 59
         ----------------
7.14     Pledged Assets .................................................................. 59
         --------------
7.15     Real Property ................................................................... 59
         -------------
ARTICLE VIII  NEGATIVE COVENANTS ......................................................... 60
8.01     Liens ........................................................................... 60
         -----
8.02     Investments ..................................................................... 62
         -----------
8.03     Indebtedness .................................................................... 63
         ------------
8.04     Fundamental Changes ............................................................. 65
         -------------------
8.05     Dispositions .................................................................... 65
         ------------
8.06     Restricted Payments ............................................................. 65
         -------------------
8.07     Change in Nature of Business .................................................... 66
         ----------------------------
8.08     Transactions with Affiliates and Insiders ....................................... 66
         -----------------------------------------
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                                                <C>
8.09     Burdensome Agreements ................................................................... 66
         ---------------------
8.10     Use of Proceeds ......................................................................... 67
         ---------------
8.11     Financial Covenants ..................................................................... 67
         -------------------
8.12     Prepayment of Other Indebtedness, Etc ................................................... 68
         -------------------------------------
8.13     Organization Documents; Fiscal Year; Legal Name, State of Formation and Form of Entity .. 68
         --------------------------------------------------------------------------------------
8.14     Ownership of Subsidiaries ............................................................... 68
         -------------------------
ARTICLE IX  EVENTS OF DEFAULT AND REMEDIES ....................................................... 69
9.01     Events of Default ....................................................................... 69
         -----------------
9.02     Remedies Upon Event of Default .......................................................... 71
         ------------------------------
9.03     Application of Funds .................................................................... 71
         --------------------
ARTICLE X  ADMINISTRATIVE AGENT .................................................................. 72
10.01    Appointment and Authorization of Administrative Agent ................................... 72
         -----------------------------------------------------
10.02    Delegation of Duties .................................................................... 73
         --------------------
10.03    Liability of Administrative Agent ....................................................... 73
         ---------------------------------
10.04    Reliance by Administrative Agent ........................................................ 73
         --------------------------------
10.05    Notice of Default ....................................................................... 74
         -----------------
10.06    Credit Decision; Disclosure of Information by Administrative Agent ...................... 74
         ------------------------------------------------------------------
10.07    Indemnification of Administrative Agent ................................................. 74
         ---------------------------------------
10.08    Administrative Agent in its Individual Capacity ......................................... 75
         -----------------------------------------------
10.09    Successor Administrative Agent .......................................................... 75
         ------------------------------
10.10    Administrative Agent May File Proofs of Claim ........................................... 76
         ---------------------------------------------
10.11    Collateral and Guaranty Matters ......................................................... 76
         -------------------------------
10.12    Other Agents; Arrangers and Managers .................................................... 77
         ------------------------------------
ARTICLE XI  MISCELLANEOUS ........................................................................ 77
11.01    Amendments, Etc ......................................................................... 77
         ---------------
11.02    Notices and Other Communications; Facsimile Copies ...................................... 78
         --------------------------------------------------
11.03    No Waiver; Cumulative Remedies .......................................................... 79
         ------------------------------
11.04    Attorney Costs, Expenses and Taxes ...................................................... 80
         ----------------------------------
11.05    Indemnification by the Borrower ......................................................... 80
         -------------------------------
11.06    Payments Set Aside ...................................................................... 81
         ------------------
11.07    Successors and Assigns .................................................................. 81
         ----------------------
11.08    Confidentiality ......................................................................... 83
         ---------------
11.09    Set-off ................................................................................. 84
         -------
11.10    Interest Rate Limitation ................................................................ 84
         ------------------------
11.11    Counterparts ............................................................................ 85
         ------------
11.12    Integration ............................................................................. 85
         -----------
11.13    Survival of Representations and Warranties .............................................. 85
         ------------------------------------------
11.14    Severability ............................................................................ 85
         ------------
11.15    Tax Forms ............................................................................... 85
         ---------
11.16    Replacement of Lenders .................................................................. 87
         ----------------------
11.17    Release of Collateral and Guarantees .................................................... 87
         ------------------------------------
11.18    Governing Law ........................................................................... 88
         -------------
11.19    Waiver of Right to Trial by Jury ........................................................ 88
         --------------------------------
</TABLE>

                                      iii

<PAGE>

SCHEDULES

         2.01     Commitments and Pro Rata Shares
         2.03     Existing Letters of Credit
         6.13     Subsidiaries
         6.17     IP Rights
         6.20(a)  Locations of Real Property
         6.20(b)  Locations of Tangible Personal Property
         6.20(c)  Location of Chief Executive Office
         6.20(e)  Changes in Legal Name, State of Formation and Structure
         8.01-1   Liens Existing on the Closing Date
         8.01-2   Securitization Related Property
         8.02     Investments Existing on the Closing Date
         8.03     Indebtedness Existing on the Closing Date
         11.02    Certain Addresses for Notices

EXHIBITS

         A        Form of Loan Notice
         B        Form of Swing Line Loan Notice
         C-1      Form of Revolving Note
         C-2      Form of Swing Line Note
         D        Form of Compliance Certificate
         E        Form of Assignment and Assumption
         F        Form of Joinder Agreement
         G        Form of Confirmation of Intercreditor Agreement

         The above schedules and exhibits to this document have been omitted.
         The schedules and exhibits will be furnished supplementally to the
         Securities and Exchange Commission upon request.

                                       iv

<PAGE>

                      AMENDED AND RESTATED CREDIT AGREEMENT

     This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of April 11,
2003 among SCHOOL SPECIALTY, INC., a Wisconsin corporation (the "Borrower"), the
Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA,
N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

     Pursuant that Amended and Restated Credit Agreement dated as of September
30, 1998 (as amended, modified and supplemented, the "Existing Credit
Agreement") among the Borrower, the Subsidiaries of the Borrower identified
therein, the lenders identified therein and Bank of America, N.A., as
administrative agent, the lenders party thereto agreed to provide $350 million
in credit facilities to the Borrower. The Borrower has requested that the credit
facilities provided pursuant to the Existing Credit Agreement be amended and
restated on the terms and conditions set forth herein. The Lenders have agreed
to the Borrower's request and this Agreement is given in amendment to,
restatement of and substitution for the Existing Credit Agreement.

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

                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

     1.01 Defined Terms.

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

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

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

     "Administrative Agent's Office" means the Administrative Agent's address
and, as appropriate, account as set forth on Schedule 11.02 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% or more
of the securities having ordinary voting power for the election of directors,
managing general partners or the equivalent.

<PAGE>

     "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 Revolving Commitments" means the Revolving Commitments of all
the Lenders. The initial amount of the Aggregate Revolving Commitments in effect
on the Closing Date is TWO HUNDRED FIFTY MILLION DOLLARS ($250,000,000).

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

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

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
  Pricing         Consolidated Total                            Letters of Credit and
   Tier             Leverage Ratio           Commitment Fee       Eurodollar Loans        Base Rate Loans
-------------------------------------------------------------------------------------------------------------
<S>               <C>                        <C>                <C>                       <C>
-------------------------------------------------------------------------------------------------------------
     I              *** 2.75:1.0                 0.325%                 1.50%                  0.25%
-------------------------------------------------------------------------------------------------------------
    II       ** 2.75:1.0 but *** 3.25:1.0        0.375%                 1.75%                  0.50%
-------------------------------------------------------------------------------------------------------------
    III      ** 3.25:1.0 but *** 3.75:1.0        0.425%                 2.00%                  0.75%
-------------------------------------------------------------------------------------------------------------
    IV       ** 3.75:1.0 but *** 4.25:1.0        0.475%                 2.25%                  1.00%
-------------------------------------------------------------------------------------------------------------
     V       ** 4.25:1.0 but *** 4.75:1.0        0.500%                 2.50%                  1.25%
-------------------------------------------------------------------------------------------------------------
    VI               ** 4.75:1.0                 0.500%                 2.75%                  1.50%
-------------------------------------------------------------------------------------------------------------
</TABLE>

Any increase or decrease in the Applicable Rate resulting from a change in the
Consolidated Total Leverage Ratio shall become effective as of the first
Business Day immediately following the date a Compliance Certificate (together
with the related financial statements required by Section 7.01(a) or Section
7.01(b), as applicable) is delivered pursuant to Section 7.02(b); provided,
however, that if a Compliance Certificate is not delivered when due in
accordance with such Section, then Pricing Tier VI shall apply as of the first
Business Day after the date on which such Compliance Certificate was required to
have been delivered and shall continue to apply until the first Business Day
immediately following the date such Compliance Certificate is actually
delivered. The Applicable Rate in effect from the Closing Date through the first
Business Day immediately following the date a Compliance Certificate is
delivered pursuant to Section 7.02(b) for the fiscal year ending April 26, 2003
shall be determined based upon Pricing Tier III.

     "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.

     "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 E.

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

 ** denotes greater than
*** denotes less than or equal to

                                       2

<PAGE>

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

     "Audited Financial Statements" means the audited consolidated and
consolidating balance sheets of the Borrower and its Subsidiaries for the fiscal
years ended April 29, 2000, April 28, 2001, and April 27, 2002, and the related
consolidated and consolidating statements of income or operations, shareholders'
equity and cash flows for such fiscal years of the Borrower and its
Subsidiaries, including the notes thereto, in each case as set forth in the
Borrower's Form 10K for such fiscal year.

     "Availability Period" means, with respect to the Revolving Commitments, the
period from and including the Closing Date to the earliest of (a) the Maturity
Date, (b) the date of termination of the Aggregate Revolving Commitments
pursuant to Section 2.06, and (c) the date of termination of the commitment of
each Lender to make Loans and of the obligation of the L/C Issuer to make L/C
Credit Extensions pursuant to Section 9.02.

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

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

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

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

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

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

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

     "Capital Stock" means (i) in the case of a corporation, capital stock, (ii)
in the case of an association or business entity, any and all shares, interests,
participations, rights or other equivalents

                                       3

<PAGE>

(however designated) of capital stock, (iii) in the case of a partnership,
partnership interests (whether general or limited), (iv) in the case of a
limited liability company, membership interests and (v) any other interest or
participation that confers on a Person the right to receive a share of the
profits and losses of, or distributions of assets of, the issuing Person.

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

     "Cash Equivalents" means, as at any date, (a) securities issued or directly
and fully guaranteed or insured by the United States or any agency or
instrumentality thereof (provided that the full faith and credit of the United
States is pledged in support thereof) having maturities of not more than twelve
months from the date of acquisition, (b) Dollar denominated time deposits and
certificates of deposit of (i) any Lender, (ii) any domestic commercial bank of
recognized standing having capital and surplus in excess of $500,000,000 or
(iii) any bank whose short-term commercial paper rating from S&P is at least A-1
or the equivalent thereof or from Moody's is at least P-1 or the equivalent
thereof (any such bank being an "Approved Bank"), in each case with maturities
of not more than 270 days from the date of acquisition, (c) commercial paper and
variable or fixed rate notes issued by any Approved Bank (or by the parent
company thereof) or any variable rate notes issued by, or guaranteed by, any
domestic corporation rated A-1 (or the equivalent thereof) or better by S&P or
P-1 (or the equivalent thereof) or better by Moody's and maturing within six
months of the date of acquisition, (d) repurchase agreements entered into by any
Person with a bank or trust company (including any of the Lenders) or recognized
securities dealer having capital and surplus in excess of $500,000,000 for
direct obligations issued by or fully guaranteed by the United States in which
such Person shall have a perfected first priority security interest (subject to
no other Liens) and having, on the date of purchase thereof, a fair market value
of at least 100% of the amount of the repurchase obligations and (e)
Investments, classified in accordance with GAAP as current assets, in money
market investment programs registered under the Investment Company Act of 1940,
as amended, which are administered by reputable financial institutions having
capital of at least $500,000,000 and the portfolios of which are limited to
Investments of the character described in the foregoing subdivisions (a) through
(d).

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

          (a) any "person" or "group" (as such terms are used in Sections 13(d)
     and 14(d) of the Securities Exchange Act of 1934, but excluding any
     employee benefit plan of such person or its subsidiaries, and any person or
     entity acting in its capacity as trustee, agent or other fiduciary or
     administrator of any such plan) becomes the "beneficial owner" (as defined
     in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except
     that a person or group shall be deemed to have "beneficial ownership" of
     all Capital Stock that such person or group has the right to acquire (such
     right, an "option right"), whether such right is exercisable immediately or
     only after the passage of time), directly or indirectly, of thirty-five
     percent (35%) of the Capital Stock of the Borrower entitled to vote for
     members of the board of directors or equivalent governing body of the
     Borrower on a fully diluted basis (and taking into account all such
     securities that such person or group has the right to acquire pursuant to
     any option right); or

          (b) during any period of 24 consecutive months, a majority of the
     members of the board of directors or other equivalent governing body of the
     Borrower cease to be composed of individuals (i) who were members of that
     board or equivalent governing body on the first day of such period or whose
     election or nomination to that board or equivalent governing body was
     approved by individuals referred to in this clause (i) constituting at the
     time of such election or nomination at least a majority of that board or
     equivalent governing body or (ii) whose election or nomination to that
     board or other equivalent governing body was approved by individuals
     referred to in clause (i) above constituting at the time of such election
     or nomination at least a majority of that board or equivalent governing
     body (excluding, in the case of any member of the

                                       4

<PAGE>

     board of directors other than any member in office on the Closing Date, any
     individual whose initial nomination for, or assumption of office as, a
     member of that board or equivalent governing body occurs as a result of an
     actual or threatened solicitation of proxies or consents for the election
     or removal of one or more directors by any person or group other than a
     solicitation for the election of one or more directors by or on behalf of
     the board of directors).

     "Closing Date" means the date hereof.

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

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

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

     "Confirmation of Intercreditor Agreement" means a Reaffirmation of
Intercreditor Agreement dated as of the Closing Date in substantially the form
of Exhibit G.

     "Consolidated Capital Expenditures" means, for any period, for the Borrower
and its Subsidiaries on a consolidated basis, all capital expenditures, as
determined in accordance with GAAP; provided, however, that Consolidated Capital
Expenditures shall not include (a) expenditures made with proceeds of any
Involuntary Disposition to the extent such expenditures are used to purchase
Property that is the same as or similar to the Property subject to such
Involuntary Disposition or (b) Permitted Acquisitions.

     "Consolidated EBITDA" means, for any period for the Borrower and its
Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income
for such period plus the following to the extent deducted in calculating such
Consolidated Net Income: (a) Consolidated Interest Charges for such period, (b)
the provision for federal, state, local and foreign income taxes payable by the
Borrower and its Subsidiaries for such period and (c) the amount of depreciation
and amortization expense for such period, all as determined in accordance with
GAAP, but excluding any extraordinary gains or losses and related tax effects
thereon.

     "Consolidated EBITDAR" means, for any period for the Borrower and its
Subsidiaries on a consolidated basis, the sum of (i) Consolidated EBITDA for
such period plus (ii) Consolidated Rental Expense for such period, all as
determined in accordance with GAAP.

     "Consolidated Fixed Charges" means, for any period for the Borrower and its
Subsidiaries on a consolidated basis, an amount equal to the sum of (i) the cash
portion of Consolidated Interest Charges for such period plus (ii) Consolidated
Rental Expense for such period, all as determined in accordance with GAAP.

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

                                       5

<PAGE>

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

     "Consolidated Interest Charges" means, for any period for the Borrower and
its Subsidiaries on a consolidated basis, all interest expense of the Borrower
and its Subsidiaries for such period determined in accordance with GAAP
(including, without limitation, the portion of rent expense of the Borrower and
its Subsidiaries with respect to such period under capital leases that is
treated as interest in accordance with GAAP).

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

     "Consolidated Net Worth" means, as of any date of determination,
consolidated shareholders' equity of the Borrower and its Subsidiaries as of
such date determined in accordance with GAAP.

     "Consolidated Rental Expense" means, for any period for the Borrower and
its Subsidiaries on a consolidated basis, rental expenses under operating
leases, as determined in accordance with GAAP.

     "Consolidated Senior Leverage Ratio" means, as of any date of
determination, the ratio of (a) the sum of (i) Consolidated Funded Indebtedness
as of such date minus (ii) Subordinated Indebtedness of the Borrower and its
Subsidiaries on a consolidated basis determined in accordance with GAAP to (b)
Consolidated EBITDA for the period of the four fiscal quarters most recently
ended for which the Borrower has delivered financial statements pursuant to
Section 7.01(a) or (b).

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

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

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

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

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

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

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

                                       6

<PAGE>

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

     "Disposition" or "Dispose" means the sale, transfer, license, lease or
other disposition (including any Sale and Leaseback Transaction) of any Property
by the Borrower or any Subsidiary (including the Capital Stock of any
Subsidiary), including any sale, assignment, transfer or other disposal, with or
without recourse, of any notes or accounts receivable or any rights and claims
associated therewith, but excluding (i) the sale, lease, license, transfer or
other disposition of inventory in the ordinary course of business of the
Borrower and its Subsidiaries, (ii) the sale, lease, license, transfer or other
disposition of machinery and equipment no longer used or useful in the conduct
of business of the Borrower and its Subsidiaries, (iii) any sale, lease,
license, transfer or other disposition of Property by the Borrower or any
Subsidiary to any Loan Party, (iv) any Involuntary Disposition by the Borrower
or any Subsidiary, (v) any Disposition by the Borrower or any Subsidiary
constituting a Permitted Investment, (vi) any sale, lease, license, transfer or
other disposition of Property by any Foreign Subsidiary to another Foreign
Subsidiary and (vii) any sale, transfer or other disposition of Securitization
Related Property by the Borrower or any Subsidiary pursuant to the Permitted
Securitization Transaction.

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

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

     "Eligible Assignee" 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, the L/C Issuer and the Swing Line
Lender, and (ii) unless an Event of Default has occurred and is continuing, the
Borrower (each such approval not to be unreasonably withheld or delayed);
provided that notwithstanding the foregoing, "Eligible Assignee" shall not
include the Borrower or any of the Borrower's Affiliates or Subsidiaries.

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

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

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

                                       7

<PAGE>

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

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

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

          (a) the rate per annum equal to the rate determined by the
     Administrative Agent to be the offered rate that appears on the page of the
     Telerate screen (or any successor thereto) that displays an average British
     Bankers Association Interest Settlement Rate for deposits in 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 (rounded upward to the next 1/100th of
     1%) 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" means for any Interest Period with respect to any
Eurodollar Rate Loan, a rate per annum determined by the Administrative Agent to
be equal to the quotient obtained by dividing (a) the Eurodollar Base Rate for
such Eurodollar Loan for such Interest Period by (b) one minus the Eurodollar
Reserve Percentage for such Eurodollar Loan for such Interest Period.

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

                                       8

<PAGE>

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

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

     "Excluded Property" means, with respect to any Loan Party, (a) any leased
real or personal Property unless requested by the Administrative Agent or the
Required Lenders, (b) any personal Property (including, without limitation,
motor vehicles) in respect of which perfection of a Lien is not either (i)
governed by the Uniform Commercial Code or (ii) effected by appropriate evidence
of the Lien being filed in either the United States Copyright Office or the
United States Patent and Trademark Office, unless requested by the
Administrative Agent or the Required Lenders, (c) any Property which, subject to
the terms of Section 8.09, is subject to a Lien permitted under Section 8.01(i)
pursuant to documents which prohibit such Loan Party from granting any other
Liens in such Property, (d) any lease, license or other contract if the grant of
a Lien in such lease, license or contract in the manner contemplated by the Loan
Documents is prohibited by the terms of such lease, license or contract and
would result in the termination of such lease, license or contract, but only to
the extent that (i) after reasonable efforts, consent from the relevant party or
parties has not been obtained and (ii) any such prohibition could not be
rendered ineffective pursuant to the UCC or any other applicable law (including
Debtor Relief Laws) or principles of equity and (e) at any time the Permitted
Securitization Transaction is outstanding, any Securitization Related Property
that is subject to the Permitted Securitization Transaction.

     "Existing Letters of Credit" means the letters of credit outstanding on the
Closing Date and identified on Schedule 2.03.

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

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

     "Fee Letter" means the letter agreement, dated February 21, 2003 among the
Borrower, the Administrative Agent and the Arranger.

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

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

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

                                       9

<PAGE>

     "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.

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

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

          (b) all purchase money Indebtedness;

          (c) the principal portion of all obligations under conditional sale or
     other title retention agreements relating to Property purchased by the
     Borrower or any Subsidiary (other than customary reservations or retentions
     of title under agreements with suppliers entered into in the ordinary
     course of business);

          (d) all obligations arising under letters of credit (including standby
     and commercial), bankers' acceptances, bank guaranties, surety bonds and
     similar instruments;

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

          (f) Attributable Indebtedness in respect of capital leases and
     Synthetic Leases;

          (g) all obligations in respect of Sale and Leaseback Transactions that
     constitute liabilities under GAAP (including all such obligations
     designated as sale-leaseback financing or any comparable term on the
     balance sheet of the Borrower in accordance with GAAP);

          (h) Attributable Indebtedness in respect of Securitization
     Transactions;

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

          (j) all Funded Indebtedness of others secured by (or for which the
     holder of such Funded Indebtedness has an existing right, contingent or
     otherwise, to be secured by) any Lien on, or payable out of the proceeds of
     production from, Property owned or acquired by the Borrower or any
     Subsidiary, whether or not the obligations secured thereby have been
     assumed;

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

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

     For purposes hereof, the amount of any obligation arising under letters of
     credit (including standby and commercial), bankers' acceptances, bank
     guaranties, surety bonds and similar instruments shall be the maximum
     amount available to be drawn thereunder.

                                       10

<PAGE>

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

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

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

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

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

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

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

          (a) all Funded Indebtedness;

          (b) net obligations under any Swap Contract;

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

                                       11

<PAGE>

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

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

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

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

     "Intercreditor Agreement" means the Intercreditor Agreement dated as of
November 22, 2000 among the Borrower, the Administrative Agent and the Bank One,
NA, as agent under the Permitted Securitization Transaction.

     "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 seven days thereafter
(if available to all Lenders) or one, two, three or six months thereafter, each
option as selected by the Borrower in its Loan Notice; provided that:

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

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

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

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

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

                                       12

<PAGE>

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

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

     "IRS" means the United States Internal Revenue Service.

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

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

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

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

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

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

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

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

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

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

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

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

                                       13

<PAGE>

     "Letter of Credit Sublimit" means an amount equal to the lesser of the
Aggregate Revolving Commitments and $15,000,000. The Letter of Credit Sublimit
is part of, and not in addition to, the Aggregate Revolving Commitments.

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

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

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

     "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; or
(c) a material adverse effect upon the legality, validity, binding effect or
enforceability against any Loan Party of any Loan Document to which it is a
party.

     "Maturity Date" means April 11, 2006.

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

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

     "Note" or "Notes" means the Revolving Notes and/or the Swing Line Note,
individually or collectively, as appropriate.

     "Obligations" means all advances to, and debts, liabilities, obligations,
covenants and duties of, any Loan Party arising under any Loan Document or
otherwise with respect to any Loan or Letter of Credit, whether direct or
indirect (including those acquired by assumption), absolute or contingent, due
or to become due, now existing or hereafter arising and including interest and
fees that accrue after the commencement by or against any Loan Party 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

                                       14

<PAGE>

claims in such proceeding. The foregoing shall also include any Swap Contract
between any Loan Party and any Lender or Affiliate of a Lender.

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

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

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

     "PBGC" means the Pension Benefit Guaranty Corporation.

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

     "Permitted Acquisitions" means Investments consisting of an Acquisition by
the Borrower or any Subsidiary of the Borrower, provided that (i) in the case of
an Acquisition of the Capital Stock of another Person, the board of directors
(or other comparable governing body) of such other Person shall have duly
approved such Acquisition, (ii) in the case of an Acquisition for which the
aggregate consideration exceeds $25,000,000, the Borrower shall have delivered
to the Administrative Agent a Pro Forma Compliance Certificate demonstrating
that, upon giving effect to such Acquisition on a Pro Forma Basis, the Loan
Parties would be in compliance with the financial covenants set forth in Section
8.11 as of the most recent fiscal quarter for which the Borrower has delivered
financial statements pursuant to Section 7.01(a) or (b), (iii) the aggregate
cash consideration (including any Indebtedness assumed) paid by the Borrower or
any Subsidiary for any such Acquisition shall not exceed $50,000,000, and (iv)
the aggregate cash consideration (including any Indebtedness assumed) paid by
the Borrower or any Subsidiary for all such Acquisitions shall not exceed
$100,000,000 in any fiscal year.

     "Permitted Investments" means, at any time, Investments by the Borrower and
its Subsidiaries permitted to exist at such time pursuant to the terms of
Section 8.02.

     "Permitted Liens" means, at any time, Liens in respect of Property of the
Borrower and its Subsidiaries permitted to exist at such time pursuant to the
terms of Section 8.01.

                                       15

<PAGE>

     "Permitted Securitization Transaction" means (a) the Securitization
Transaction governed by (i) the Receivables Sale Agreement dated as of November
22, 2000 between the Borrower and New School, Inc., (ii) the Receivables
Purchase Agreement dated as of November 22, 2000 among New School, Inc., as
Seller, the Borrower, as Servicer, Falcon Asset Securitization Corporation and
Bank One, NA (Main Office Chicago), as Agent, and (iii) such other agreements
and documents executed or delivered under or in connection with the
aforementioned agreements, in the case of (i), (ii), and (iii) as amended,
modified and supplemented prior to the Closing Date and as amended, modified and
supplemented after the Closing Date in a manner permitted pursuant to the terms
hereof (provided that such agreements and documents shall not be amended or
modified in a way which is materially detrimental to the Lenders without the
prior written approval of the Administrative Agent and the Required Lenders) and
(b) any other Securitization Transaction, provided that (i) the Administrative
Agent and the Required Lenders shall be reasonably satisfied with the structure
and documentation for any such transaction and that the terms of such
transaction, including the discount applicable to the accounts receivable which
are subject of such financing and any termination events, shall be (in the good
faith understanding of the Administrative Agent and the Required Lenders)
consistent with those prevailing in the market at the time of commitment thereto
for similar transactions involving a receivables originator/servicer of similar
credit quality and a receivables pool or other similar characteristics and (ii)
the documentation for such transaction shall not be amended or modified in a way
which is materially detrimental to the Lenders without the prior written
approval of the Administrative Agent and the Required Lenders.

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

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

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

     "Pro Forma Basis" means, for purposes of calculating the financial
covenants in Section 8.11 (including for purposes of determining the Applicable
Rate), that any Disposition, Involuntary Disposition or Acquisition shall be
deemed to have occurred as of the first day of the most recent four fiscal
quarter period preceding the date of such transaction for which the Borrower has
delivered financial statements pursuant to Section 7.01(a) or (b). In connection
with the foregoing, (a) with respect to any Disposition or Involuntary
Disposition, (i) income statement and cash flow statement items (whether
positive or negative) attributable to the Property disposed of shall be excluded
to the extent relating to any period occurring prior to the date of such
transaction and (ii) Indebtedness which is retired shall be excluded and deemed
to have been retired as of the first day of the applicable period and (b) with
respect to any Acquisition, (i) income statement items attributable to the
Person or Property acquired shall be included to the extent relating to any
period applicable in such calculations to the extent (A) such items are not
otherwise included in such income statement items for the Borrower and its
Subsidiaries in accordance with GAAP or in accordance with any defined terms set
forth in Section 1.1 and (B) such items are supported by financial statements or
other information reasonably satisfactory to the Administrative Agent and (ii)
any Indebtedness incurred or assumed by the Borrower or any Subsidiary
(including the Person or Property acquired) in connection with such transaction
and any Indebtedness of the Person or Property acquired which is not retired in
connection with such transaction (A) shall be deemed to have been incurred as of
the first day of the applicable period and (B) if such Indebtedness has a
floating or formula rate, shall have an implied rate of interest for the
applicable period for purposes of

                                       16

<PAGE>

this definition determined by utilizing the rate which is or would be in effect
with respect to such Indebtedness as at the relevant date of determination.

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

     "Pro Forma Statements" has the meaning specified in Section 5.01(e).

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

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

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

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

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

     "Required Lenders" means, at any time, Lenders holding in the aggregate
more than fifty percent (50%) of (a) the Revolving Commitments or (b) if the
Revolving Commitments have been terminated, the outstanding Loans, L/C
Obligations, Swing Line Loans and participations therein. The Revolving
Commitments of any Defaulting Lender shall be excluded for purposes of making a
determination of Required Lenders.

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

     "Restricted Payment" means any dividend or other distribution (whether in
cash, securities or other property) with respect to any Capital Stock of the
Borrower or any Subsidiary, or any payment (whether in cash, securities or other
property), including any sinking fund or similar deposit, on account of the
purchase, redemption, retirement, acquisition, cancellation or termination of
any such Capital Stock or of any option, warrant or other right to acquire any
such Capital Stock, but excluding (i) any "phantom" dividend that does not
involve the distribution of any cash, property or obligations and (ii) any

                                       17

<PAGE>

dividend payments or other distributions payable solely in the Capital Stock of
the Person making such dividend or distribution.

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

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

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

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

     "Sale and Leaseback Transaction" means, with respect to the Borrower or any
Subsidiary, any arrangement, directly or indirectly, with any person whereby the
Borrower or such Subsidiary shall sell or transfer any property, real or
personal, used or useful in its business, whether now owned or hereafter
acquired, and thereafter rent or lease such property or other property that it
intends to use for substantially the same purpose or purposes as the property
being sold or transferred.

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

     "Securitization Related Property" means the Property identified on
Schedule 8.01-2.

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

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

     "Senior Subordinated Note Documents" means the Senior Subordinated Notes,
the indenture or note purchase agreement(s) relating thereto and all other
documents, instruments and agreements relating thereto.

     "Senior Subordinated Notes" means those Senior Subordinated Notes of the
Borrower due August, 2008.

     "Special Purpose Subsidiary" means New School, Inc., a Delaware
corporation.

     "Subordinated Indebtedness" means (a) the Senior Subordinated Notes and (b)
any Indebtedness of the Borrower or any Subsidiary which by its terms is
expressly subordinated in right of payment to the prior payment of the
obligations under the Credit Documents on terms and conditions, and evidenced by
documentation, satisfactory to the Required Lenders.

                                       18

<PAGE>

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

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

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

     "Swing Line" means the revolving credit facility made available by the
Swing Line Lender pursuant to Section 2.04.

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

     "Swing Line Loan" has the meaning specified in Section 2.04(a).

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

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

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

     "Synthetic Lease" means any synthetic lease, tax retention operating lease,
off-balance sheet loan or similar off-balance sheet financing arrangement
whereby the arrangement is considered borrowed

                                       19

<PAGE>

money indebtedness for tax purposes but is classified as an operating lease or
does not otherwise appear on the balance sheet under GAAP.

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

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

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

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

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

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

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

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

     1.02 Other Interpretive Provisions.

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

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

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

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

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

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

                                       20

<PAGE>

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

     (b) Together with each Compliance Certificate, the Borrower will provide a
written summary of any changes in GAAP that materially impact the calculation of
the financial covenants in Section 8.11 contained in such Compliance Certificate
to the extent such changes are not disclosed by the Borrower in any SEC filing
made prior to or concurrent with the delivery of such Compliance Certificate. If
at any time any change in GAAP would affect the computation of any financial
ratio or requirement set forth in any Loan Document, and either the Borrower or
the Required Lenders shall so request, the Administrative Agent, the Lenders and
the Borrower shall negotiate in good faith to amend such ratio or requirement to
preserve the original intent thereof in light of such change in GAAP (subject to
the approval of the Required Lenders); provided that, until so amended, (i) such
ratio or requirement shall continue to be computed in accordance with GAAP prior
to such change therein and (ii) the Borrower shall provide to the Administrative
Agent and the Lenders financial statements and other documents required under
this Agreement or as reasonably requested hereunder setting forth a
reconciliation between calculations of such ratio or requirement made before and
after giving effect to such change in GAAP.

     (c) Notwithstanding the above, the parties hereto acknowledge and agree
that all calculations for purposes of determining compliance with the financial
covenants in Section 8.11 and determining the Applicable Rate shall be made on a
Pro Forma Basis.

     1.04 Rounding.

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

     1.05 References to Agreements and Laws.

     Unless otherwise expressly provided herein, (a) references to Organization
Documents, agreements (including the Loan Documents) and other contractual
instruments shall be deemed to include all subsequent amendments, restatements,
extensions, supplements and other modifications thereto, but only to the extent
that such amendments, restatements, extensions, supplements and other
modifications

                                       21

<PAGE>

are not prohibited by any Loan Document; and (b) references to any Law shall
include all statutory and regulatory provisions consolidating, amending,
replacing, supplementing or interpreting such Law.

     1.06 Times of Day.

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

     1.07 Letter of Credit Amounts.

     Unless otherwise specified, all references herein to the amount of a Letter
of Credit at any time shall be deemed to mean the maximum face amount of such
Letter of Credit after giving effect to all increases thereof contemplated by
such Letter of Credit or the Letter of Credit Application therefor, whether or
not such maximum face amount is in effect at such time.

                                   ARTICLE II

                      THE COMMITMENTS AND CREDIT EXTENSIONS

     2.01 Revolving Loans.

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

     2.02 Borrowings, Conversions and Continuations of Loans.

     (a) Each Borrowing, each conversion of Loans from one Type to the other,
and each continuation of Eurodollar Rate Loans shall be made upon the Borrower's
irrevocable notice to the Administrative Agent, which may be given by telephone.
Each such notice must be received by the Administrative Agent not later than
11:00 a.m. (i) three Business Days prior to the requested date of any Borrowing
of, conversion to or continuation of Eurodollar Rate Loans 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 Loan Notice, appropriately completed and
signed by a Responsible Officer of the Borrower or any other individual
designated by the Borrower in writing to the Administrative Agent (together with
an incumbency certification for such individual). 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 $500,000 in excess thereof. Except as provided
in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate
Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000
in excess thereof. Each Loan Notice (whether telephonic or written) shall
specify (i)

                                       22

<PAGE>

whether the Borrower is requesting a Borrowing, a conversion of Loans from one
Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the
requested date of the Borrowing, conversion or continuation, as the case may be
(which shall be a Business Day), (iii) the principal amount of Loans to be
borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to
which existing Loans are to be converted, and (v) if applicable, the duration of
the Interest Period with respect thereto. If the Borrower fails to specify a
Type of Loan in a Loan Notice or if the Borrower fails to give a timely notice
requesting a conversion or continuation, then the applicable 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 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 Loan Notice, the Administrative Agent shall
promptly notify each Lender of the amount of its Pro Rata Share of the
applicable Loans, and if no timely notice of a conversion or continuation is
provided by the Borrower, the Administrative Agent shall notify each Lender of
the details of any automatic conversion to Base Rate Loans described in the
preceding subsection. In the case of a Borrowing, each Lender shall make the
amount of its Loan available to the Administrative Agent in immediately
available funds at the Administrative Agent's Office not later than 1:00 p.m. on
the Business Day specified in the applicable Loan Notice. Upon satisfaction of
the applicable conditions set forth in Section 5.02 (and, if such Borrowing is
the initial Credit Extension, Section 5.01), the Administrative Agent shall make
all funds so received available to the Borrower in like funds as received by the
Administrative Agent either by (i) crediting the account of the Borrower on the
books of Bank of America with the amount of such funds or (ii) wire transfer of
such funds, in each case in accordance with instructions provided to (and
reasonably acceptable to) the Administrative Agent by the Borrower; provided,
however, that if, on the date a Borrowing of Revolving Loans, there are Swing
Line Loans or L/C Borrowings outstanding, then the proceeds of such Borrowing
shall be applied, first, to the payment in full of any such L/C Borrowings,
second, to the payment in full of any such Swing Line Loans, and third, to the
Borrower as provided above.

     (c) Except as otherwise provided herein, a Eurodollar Rate Loan may be
continued or converted only on the last day of the 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, and the Required Lenders may demand that any or
all of the then outstanding Eurodollar Rate Loans be converted immediately to
Base Rate Loans.

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

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

     2.03 Letters of Credit.

                                       23

<PAGE>

         (a)    The Letter of Credit Commitment.

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

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

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

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

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

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

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

                                       24

<PAGE>

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

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

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

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

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

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

                                       25

<PAGE>

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

          (iv) Promptly after its delivery of any Letter of Credit or any
     amendment to a Letter of Credit to an advising bank with respect thereto or
     to the beneficiary thereof, the L/C Issuer will also deliver to the
     Borrower and the Administrative Agent a true and complete copy of such
     Letter of Credit or amendment. The Administrative Agent shall provide each
     Lender a quarterly report of the outstanding Letters of Credit and the
     amount of each Lender's respective participation therein.

     (c)  Drawings and Reimbursements; Funding of Participations.

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

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

                                       26

<PAGE>

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

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

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

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

     (d)  Repayment of Participations.

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

                                       27

<PAGE>

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

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

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

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

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

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

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

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

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

                                       28

<PAGE>

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

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

     (h) Applicability of ISP98 and UCP. Unless otherwise expressly agreed by
the L/C Issuer and the Borrower when a Letter of Credit is issued (including any
such agreement applicable to an Existing Letter of Credit), (i) the rules of the
"International Standby Practices 1998" published by the Institute of
International Banking Law & Practice (or such later version thereof as may be in
effect at the time of issuance) shall apply to each standby Letter of Credit,
and (ii) the rules of the Uniform Customs and Practice for Documentary Credits,
as most recently published by the International Chamber of Commerce (the "ICC")
at the time of issuance (including the ICC decision published by the Commission
on Banking Technique and Practice on April 6, 1998 regarding the European single
currency (euro)) shall apply to each commercial Letter of Credit.

     (i) Letter of Credit Fees. The Borrower shall pay to the Administrative
Agent for the account of each Lender in accordance with its Pro Rata Share (i) a
Letter of Credit fee for each commercial Letter of Credit equal to the
Applicable Rate times the daily maximum amount available to

                                       29

<PAGE>

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

     (j)  Documentary and Processing Charges Payable to L/C Issuer. The Borrower
shall pay directly to the L/C Issuer for its own account a fronting fee with
respect to each Letter of Credit in the amounts and at the times specified in
the Fee Letter. In addition, the Borrower shall pay directly to the L/C Issuer
for its own account the customary issuance, presentation, amendment and other
processing fees, and other standard costs and charges, of the L/C Issuer
relating to letters of credit as from time to time in effect. Such customary
fees and standard costs and charges are due and payable on demand and are
nonrefundable.

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

     2.04 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 in Dollars from time to time on any Business Day during the
Availability Period in an aggregate amount not to exceed at any time outstanding
the amount of 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 and L/C Obligations of the Swing Line Lender in its capacity as
a Lender of Revolving Loans, may exceed the amount of such Lender's Revolving
Commitment; provided, however, that after giving effect to any Swing Line Loan,
(i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving
Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Loans of
any Lender, plus such Lender's Pro Rata Share of the Outstanding Amount of all
L/C Obligations, plus such Lender's Pro Rata Share of the Outstanding Amount of
all Swing Line Loans shall not exceed such Lender's Revolving Commitment, and
provided, further, that the Borrower shall not use the proceeds of any Swing
Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing
limits, and subject to the other terms and conditions hereof, the Borrower may
borrow under this Section 2.04, prepay under Section 2.05, and reborrow under
this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately
upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby
irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a
risk participation in such Swing Line Loan in an amount equal to the product of
such Lender's Pro Rata Share times the amount of such Swing Line Loan.

     (b)  Borrowing Procedures. Each Borrowing of Swing Line Loans 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 principal amount 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

                                       30

<PAGE>

Administrative Agent of a written Swing Line Loan Notice, appropriately
completed and signed by a Responsible Officer of the Borrower or any other
individual designated by the Borrower in writing to the Administrative Agent
(together with an incumbency certification for such individual). Promptly after
receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the
Swing Line Lender will confirm with the Administrative Agent (by telephone or in
writing) that the Administrative Agent has also received such Swing Line Loan
Notice and, if not, the Swing Line Lender will notify the Administrative Agent
(by telephone or in writing) of the contents thereof. Unless the Swing Line
Lender has received notice (by telephone or in writing) from the Administrative
Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of
the proposed Borrowing of Swing Line Loans (A) directing the Swing Line Lender
not to make such Swing Line Loan as a result of the limitations set forth in the
proviso to the first sentence of Section 2.04(a), or (B) that one or more of the
applicable conditions specified in Article V 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.

         (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 requests and 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 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, but subject to the unutilized portion of the Aggregate
         Revolving Commitments and the conditions set forth in Section 5.02. The
         Swing Line Lender shall furnish the Borrower with a copy of the
         applicable 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 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 Loan Notice, whereupon,
         subject to Section 2.04(c)(ii), each Lender that so makes funds
         available shall be deemed to have made a Base Rate 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 Borrowing of Revolving Loans in accordance with Section
         2.04(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 2.04(c)(i) shall be deemed payment in respect of such
         participation.

             (iii) If any Lender fails to make available to the Administrative
         Agent for the account of the Swing Line Lender any amount required to
         be paid by such Lender pursuant to the foregoing provisions of this
         Section 2.04(c) by the time specified in Section 2.04(c)(i), the Swing
         Line Lender shall be entitled to recover from such Lender (acting
         through the Administrative Agent), on demand, such amount with interest
         thereon for the period from the date such payment is required to the
         date on which such payment is immediately available to the Swing Line
         Lender at a rate per annum equal to the Federal Funds Rate from time to
         time in effect. A certificate of the Swing Line Lender submitted to any
         Lender (through the Administrative Agent) with respect to any amounts
         owing under this clause (iii) shall be conclusive absent manifest
         error.

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<PAGE>

              (iv) Each Lender's obligation to make Revolving Loans or to
         purchase and fund risk participations in Swing Line Loans pursuant to
         this Section 2.04(c) shall be absolute and unconditional and shall not
         be affected by any circumstance, including (A) any set-off,
         counterclaim, recoupment, defense or other right that such Lender may
         have against the Swing Line Lender, the Borrower or any other Person
         for any reason whatsoever, (B) the occurrence or continuance of a
         Default, or (C) any other occurrence, event or condition, whether or
         not similar to any of the foregoing; provided, however, that each
         Lender's obligation to make Revolving Loans pursuant to this Section
         2.04(c) is subject to the conditions set forth in Section 5.02. No such
         purchase or 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.

              (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 11.06 (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 Revolving Loans that are Base Rate Loans or
risk participation pursuant to this Section 2.04 to refinance such Lender's Pro
Rata Share of any Swing Line Loan, interest in respect of such Pro Rata Share
shall be solely for the account of the Swing Line Lender.

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

         2.05 Prepayments.

         (a)  Voluntary Prepayments of Loans.

              (i)  Revolving Loans. The Borrower may, upon notice from the
         Borrower to the Administrative Agent, at any time or from time to time
         voluntarily prepay Revolving Loans in whole or in part without premium
         or penalty; provided that (i) such notice must be received by the
         Administrative Agent not later than 11:00 a.m. (A) three Business Days
         prior to any date of prepayment of Eurodollar Rate Loans, and (B) on
         the date of prepayment of Base Rate Loans; (ii) any such prepayment of
         Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a
         whole multiple of $500,000 in excess thereof (or, if less, the entire
         principal amount thereof then outstanding); (iii) any such prepayment
         of Base Rate Loans shall be in a principal amount of $500,000 or a
         whole multiple of $100,000 in excess thereof (or, if less, the entire
         principal

                                       32

<PAGE>

         amount thereof then outstanding). Each such notice shall specify the
         date and amount of such prepayment and the Type(s) of Loans to be
         prepaid. The Administrative Agent will promptly notify each Lender of
         its receipt of each such notice, and of the amount of such Lender's Pro
         Rata Share of such prepayment. If such notice is given by the Borrower,
         the Borrower shall make such prepayment and the payment amount
         specified in such notice shall be due and payable on the date specified
         therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied
         by all accrued interest thereon, together with any additional amounts
         required pursuant to Section 3.05. Each such prepayment shall be
         applied to the Loans of the Lenders in accordance with their respective
         Pro Rata Shares.

              (ii) Swing Line Loans. 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 a
         whole multiple of $50,000 in excess thereof. 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.

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

         2.06 Termination or Reduction of Aggregate Revolving Commitments.

         The Borrower may, upon notice from the Borrower to the Administrative
Agent, terminate the Aggregate Revolving Commitments or from time to time
permanently reduce the Aggregate Revolving Commitments to an amount not less
than the Outstanding Amount of Revolving Loans, Swing Line Loans and L/C
Obligations; 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 and (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. The Administrative Agent will promptly notify the Lenders of any such
notice of termination or reduction of the Aggregate Revolving Commitments. Any
reduction of the Aggregate Revolving Commitments shall be applied to the
Revolving Commitment of each Lender according to its Pro Rata Share. All
commitment fees accrued until the effective date of any termination of the
Aggregate Revolving Commitments shall be paid on the effective date of such
termination.

         2.07 Repayment of Loans.

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

         (b)  The Borrower shall repay each Swing Line Loan on the earlier to
occur of (i) demand by the Swing Line Lender and (ii) the Maturity Date.

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<PAGE>

         2.08 Interest.

              (a) Subject to the provisions of subsection (b) below, (i) each
         Eurodollar Rate Loan shall bear interest on the outstanding principal
         amount thereof for each Interest Period at a rate per annum equal to
         the sum of (A) the Eurodollar Rate for such Interest Period plus (B)
         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) Upon the occurrence and during the continuation of an Event of
         Default, the Borrower shall pay interest on the principal amount of all
         outstanding Obligations at a fluctuating interest rate per annum at all
         times equal to the Default Rate to the fullest extent permitted by
         applicable Laws.

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

         2.09 Fees.

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

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

              (b) Other Fees.

                  (i)  The Borrower shall pay to the Arranger and the
              Administrative Agent 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 be non-refundable for
              any reason whatsoever.

                  (ii) The Borrower shall pay to the Lenders such fees as shall
              have been separately agreed upon in writing in the amounts and at
              the times so specified. Such fees shall be fully earned when paid
              and shall not be refundable for any reason whatsoever.

                                       34

<PAGE>

         2.10 Computation of Interest and Fees.

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

         2.11 Evidence of Debt.

         (a)  The Credit Extensions made by each Lender shall be evidenced by
one or more accounts or records maintained by such Lender and by the
Administrative Agent in the ordinary course of business. The accounts or records
maintained by the Administrative Agent and each Lender shall be conclusive
absent manifest error of the amount of the Credit Extensions made by the Lenders
to the Borrower and the interest and payments thereon. Any failure to so record
or any error in doing so shall not, however, limit or otherwise affect the
obligation of the Borrower hereunder to pay any amount owing with respect to the
Obligations. In the event of any conflict between the accounts and records
maintained by any Lender and the accounts and records of the Administrative
Agent in respect of such matters, the accounts and records of the Administrative
Agent shall control in the absence of manifest error. Upon the request of any
Lender made through the Administrative Agent, the Borrower shall execute and
deliver to such Lender (through the Administrative Agent) a promissory note,
which shall evidence such Lender's Loans in addition to such accounts or
records. Each such promissory note shall (i) in the case of Revolving Loans, be
in the form of Exhibit C-1 (a "Revolving Note"), and (ii) in the case of Swing
Line Loans, be in the form of Exhibit C-2 (a "Swing Line Note"). Each Lender may
attach schedules to its Note and endorse thereon the date, Type (if applicable),
amount and maturity of its Loans and payments with respect thereto.

         (b)  In addition to the accounts and records referred to in subsection
(a), each Lender and the Administrative Agent shall maintain in accordance with
its usual practice accounts or records evidencing the purchases and sales by
such Lender of participations in Letters of Credit and 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.

         2.12 Payments Generally.

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

         (b)  Subject to the definition of "Interest Period", if any payment to
be made by the Borrower shall come due on a day other than a Business Day,
payment shall be made on the next following

                                       35

<PAGE>

Business Day, and such extension of time shall be reflected in computing
interest or fees, as the case may be.

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

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

              (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 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 Revolving 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 (d) shall be conclusive,
absent manifest error.

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

                                       36

<PAGE>

within one Business Day, the Administrative Agent shall pay interest thereon
from the date one Business Day after the Lender makes such funds available to
the Administrative Agent to the date such funds are returned at a rate per annum
equal to the Federal Funds Rate).

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

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

         2.13 Sharing of Payments.

         If, other than as expressly provided elsewhere herein, any Lender shall
obtain on account of the Loans made by it, or the participations in L/C
Obligations or in Swing Line Loans held by it (but not including any amounts
applied by the Swing Line Lender to outstanding Swing Line Loans), any payment
(whether voluntary, involuntary, through the exercise of any right of set-off,
or otherwise) in excess of its ratable share (or other share contemplated
hereunder) thereof, such Lender shall immediately (a) notify the Administrative
Agent of such fact, and (b) purchase from the other Lenders such participations
in the Loans made by them and/or such subparticipations in the participations in
L/C Obligations or Swing Line Loans held by them, as the case may be, as shall
be necessary to cause such purchasing Lender to share the excess payment in
respect of such Loans or such participations, as the case may be, pro rata with
each of them; provided, however, that if all or any portion of such excess
payment is thereafter recovered from the purchasing Lender under any of the
circumstances described in Section 11.06 (including pursuant to any settlement
entered into by the purchasing Lender in its discretion), such purchase shall to
that extent be rescinded and each other Lender shall repay to the purchasing
Lender the purchase price paid therefor, together with an amount equal to such
paying Lender's ratable share (according to the proportion of (i) the amount of
such paying Lender's required repayment to (ii) the total amount so recovered
from the purchasing Lender) of any interest or other amount paid or payable by
the purchasing Lender in respect of the total amount so recovered, without
further interest thereon. The Borrower agrees that any Lender so purchasing a
participation from another Lender may, to the fullest extent permitted by law,
exercise all its rights of payment (including the right of set-off, but subject
to Section 11.09) with respect to such participation as fully as if such Lender
were the direct creditor of the Borrower in the amount of such participation.
The Administrative Agent will keep records (which shall be conclusive and
binding in the absence of manifest error) of participations purchased under this
Section and will in each case notify the Lenders following any such purchases or
repayments. Each Lender that purchases a participation pursuant to this Section
shall from and after such purchase have the right to give all notices, requests,
demands, directions and other communications under this Agreement with respect
to the portion of the Obligations purchased to the same extent as though the
purchasing Lender were the original owner of the Obligations purchased.

                                       37

<PAGE>

                                   ARTICLE III

                     TAXES, YIELD PROTECTION AND ILLEGALITY

         3.01 Taxes.

         (a)  Subject to Section 11.15, any and all payments by any Loan Party
to or for the account of the Administrative Agent or any Lender under any Loan
Document shall be made free and clear of and without deduction for any and all
present or future taxes, duties, levies, imposts, deductions, assessments, fees,
withholdings or similar charges, and all liabilities with respect thereto,
excluding, in the case of the Administrative Agent and each Lender, taxes
imposed on or measured by its overall net income, and franchise taxes imposed on
it (in lieu of net income taxes), by the jurisdiction (or any political
subdivision thereof) under the Laws of which the Administrative Agent or such
Lender, as the case may be, is organized or maintains a lending office (all such
non-excluded taxes, duties, levies, imposts, deductions, assessments, fees,
withholdings or similar charges, and liabilities being hereinafter referred to
as "Taxes"). If any Loan Party shall be required by any Laws to deduct any Taxes
from or in respect of any sum payable under any Loan Document to the
Administrative Agent or any Lender, (i) the sum payable shall be increased as
necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section), each of the
Administrative Agent and such Lender receives an amount equal to the sum it
would have received had no such deductions been made, (ii) such Loan Party shall
make such deductions, (iii) such Loan Party shall pay the full amount deducted
to the relevant taxation authority or other authority in accordance with
applicable Laws, and (iv) within thirty days after the date of such payment,
such Loan Party shall furnish to the Administrative Agent (which shall forward
the same to such Lender) the original or a certified copy of a receipt
evidencing payment thereof or if no receipt is available, other evidence of
payment reasonably satisfactory to the Administrative Agent.

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

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

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

                                       38

<PAGE>

         (e)  If any Loan Party is required to pay any amount to any Lender or
the Administrative Agent pursuant to this Section 3.01, then such Lender shall
use reasonable efforts (consistent with legal and regulatory restrictions) to
change the jurisdiction of its Lending Office so as to eliminate any such
additional payment which may thereafter accrue, if such change in the reasonable
judgment of such Lender is not otherwise disadvantageous to such Lender.

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

         3.04 Increased Cost and Reduced Return; Capital Adequacy.

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

                                       39

<PAGE>

Agent), the Borrower shall pay to such Lender such additional amounts as will
compensate such Lender for such increased cost or reduction.

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

         3.05 Funding Losses.

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

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

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

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

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

         For purposes of calculating amounts payable by the Borrower to the
Lenders under this Section 3.05, each Lender shall be deemed to have funded each
Eurodollar Rate Loan made by it at the Eurodollar Base Rate used in determining
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)  If any Lender or the Administrative Agent determines that it is
entitled to compensation under this Article III, such Lender or the
Administrative Agent, as applicable, shall give prompt notice thereof to the
Borrower. A certificate of the Administrative Agent or any Lender claiming
compensation under this Article III and setting forth the additional amount or
amounts to be paid to it hereunder shall be conclusive in the absence of
manifest error. In determining such amount, the Administrative Agent or such
Lender may use any reasonable averaging and attribution methods.

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

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<PAGE>

         (c)   Upon the request and at the expense of the Borrower, each Lender
to which the Borrower is required to pay any additional amount pursuant to
Section 3.01 or 3.04 shall reasonably afford the Borrower the opportunity to
contest, and shall reasonably cooperate with the Borrower in contesting, the
imposition of any Taxes or Other Taxes giving rise to such payment; provided
that (i) such Lender shall not be required to afford the Borrower the
opportunity to so contest unless the Borrower shall have confirmed in writing to
such Lender its obligation to pay such amounts pursuant to this Agreement and
(ii) the Borrower shall reimburse such Lender for its reasonable attorney's and
accountant's fees and disbursements incurred in so cooperating with the Borrower
in contesting the imposition of such Taxes or Other Taxes.

         (d)   If a Lender changes its applicable lending office (other than
pursuant to paragraph (e) below) or engages in a combination with another
financial institution and the effect of the change or combination, as of the
date of the change or combination, would be to cause the Borrower to become
obligated to pay any additional amount under Section 3.01 or Section 3.04, the
Borrower shall not be obligated to pay such additional amount.

         (e)   If a condition or an event occurs that would, or would upon the
passage of time or giving of notice, result in the payment of any additional
amount to any Lender by the Borrower pursuant to Section 3.01 or Section 3.04,
such Lender shall promptly notify the Borrower and the Administrative Agent and
shall take such steps as may reasonably be available to it and acceptable to the
Borrower to mitigate the effects of such condition or event (which shall include
efforts to rebook the Revolving Loans held by such Lender at another lending
office, or through another branch or an affiliate, of such Lender); provided
that such Lender shall not be required to take any step that, in its reasonable
judgment, would be disadvantageous to its business or operations or would
require it to incur additional costs (unless the Borrower agrees to reimburse
such Lender for the reasonable incremental out-of-pocket costs thereof).

         3.07  Survival.

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

                                   ARTICLE IV

                                    GUARANTY

         4.01  The Guaranty.

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

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<PAGE>

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

         4.02  Obligations Unconditional.

         The obligations of the Guarantors under Section 4.01 are joint and
several, absolute and unconditional, irrespective of the value, genuineness,
validity, regularity or enforceability of any of the Loan Documents or Swap
Contracts, or any other agreement or instrument referred to therein, or any
substitution, release, impairment or exchange of any other guarantee of or
security for any of the Obligations, and, to the fullest extent permitted by
applicable law, irrespective of any other circumstance whatsoever which might
otherwise constitute a legal or equitable discharge or defense of a surety or
guarantor, it being the intent of this Section 4.02 that the obligations of the
Guarantors hereunder shall be absolute and unconditional under any and all
circumstances. Each Guarantor agrees that such Guarantor shall have no right of
subrogation, indemnity, reimbursement or contribution against the Borrower or
any other Guarantor for amounts paid under this Article IV until such time as
the Obligations have been paid in full and the Revolving Commitment have expired
or terminated. Without limiting the generality of the foregoing, it is agreed
that, to the fullest extent permitted by law, the occurrence of any one or more
of the following shall not alter or impair the liability of any Guarantor
hereunder, which shall remain absolute and unconditional as described above:

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

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

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

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

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

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

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<PAGE>

         4.03  Reinstatement.

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

         4.04  Certain Additional Waivers.

         Without limiting the generality of the provisions of this Article IV,
each Guarantor hereby specifically waives the benefits of N.C. Gen. Stat. (S)(S)
26-7 through 26-9, inclusive, to the extent applicable. Each Guarantor further
agrees that such Guarantor shall have no right of recourse to security for the
Obligations, except through the exercise of rights of subrogation pursuant to
Section 4.02 and through the exercise of rights of contribution pursuant to
Section 4.06.

         4.05  Remedies.

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

         4.06  Rights of Contribution.

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

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<PAGE>

aggregate present fair salable value of all assets and other properties of all
of the Loan Parties exceeds the amount of all of the debts and liabilities
(including contingent, subordinated, unmatured, and unliquidated liabilities,
but excluding the obligations of the Loan Parties hereunder) of the Loan
Parties; provided, however, that, for purposes of calculating the Ratable Shares
of the Guarantors in respect of any payment of Obligations, any Guarantor that
became a Guarantor subsequent to the date of any such payment shall be deemed to
have been a Guarantor on the date of such payment and the financial information
for such Guarantor as of the date such Guarantor became a Guarantor shall be
utilized for such Guarantor in connection with such payment; (c) "Contribution
Share" shall mean, for any Guarantor in respect of any Excess Payment made by
any other Guarantor, the ratio (expressed as a percentage) as of the date of
such Excess Payment of (i) the amount by which the aggregate present fair
salable value of all of its assets and properties exceeds the amount of all
debts and liabilities of such Guarantor (including contingent, subordinated,
unmatured, and unliquidated liabilities, but excluding the obligations of such
Guarantor hereunder) to (ii) the amount by which the aggregate present fair
salable value of all assets and other properties of the Loan Parties other than
the maker of such Excess Payment exceeds the amount of all of the debts and
liabilities (including contingent, subordinated, unmatured, and unliquidated
liabilities, but excluding the obligations of the Loan Parties) of the Loan
Parties other than the maker of such Excess Payment; provided, however, that,
for purposes of calculating the Contribution Shares of the Guarantors in respect
of any Excess Payment, any Guarantor that became a Guarantor subsequent to the
date of any such Excess Payment shall be deemed to have been a Guarantor on the
date of such Excess Payment and the financial information for such Guarantor as
of the date such Guarantor became a Guarantor shall be utilized for such
Guarantor in connection with such Excess Payment; and (d) "Guaranteed
Obligations" shall mean the Obligations guaranteed by the Guarantors pursuant to
this Article IV. This Section 4.06 shall not be deemed to affect any right of
subrogation, indemnity, reimbursement or contribution that any Guarantor may
have under Law against the Borrower in respect of any payment of Guaranteed
Obligations. Notwithstanding the foregoing, all rights of contribution against
any Guarantor shall terminate from and after such time, if ever, that such
Guarantor shall be relieved of its obligations in accordance with Section 10.11.

         4.07  Guarantee of Payment; Continuing Guarantee.

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

                                    ARTICLE V

                    CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

         5.01  Conditions of Initial Credit Extension.

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

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

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

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<PAGE>

                    (i)   copies of the Organization Documents of each Loan
               Party certified to be true and complete as of a recent date by
               the appropriate Governmental Authority of the state or other
               jurisdiction of its incorporation or organization, where
               applicable, and certified by a secretary or assistant secretary
               of such Loan Party to be true and correct as of the Closing Date;

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

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

               (c)  Opinion of Counsel. Receipt by the Administrative Agent's of
         favorable opinions of counsel to the Loan Parties, addressed to the
         Administrative Agent and each Lender, dated as of the Closing Date, and
         in form and substance satisfactory to the Administrative Agent.

               (d)  Perfection and Priority of Liens. Receipt by the
         Administrative Agent of the following:

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

                    (ii)  all certificates evidencing any certificated Capital
               Stock pledged to the Administrative Agent pursuant to the Pledge
               Agreement, together with duly executed in blank, undated stock
               powers attached thereto (unless, with respect to the pledged
               Capital Stock of any Foreign Subsidiary, such stock powers are
               deemed unnecessary by the Administrative Agent in its reasonable
               discretion under the law of the jurisdiction of incorporation of
               such Person);

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

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

                    (v)   in the case of any personal property Collateral
               located at a premises leased by a Loan Party, such estoppel
               letters, consents and waivers from the landlords on such real
               property as may be required by the Administrative Agent.

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<PAGE>

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

                    (i)   the Audited Financial Statements;

                    (ii)  interim quarterly financial statements of the Borrower
               and its Subsidiaries for the fiscal quarter ending January 31,
               2003;

                    (iii) the projections of the financial condition, results of
               operations and cash flows for the Borrower and its Subsidiaries
               for fiscal years ending April 24, 2004, April 30, 2005 and April
               29, 2006 (collectively, the "Closing Date Projections"); and

                    (iv)  such other information as the Administrative Agent may
               reasonably request.

               (f)  No Material Adverse Change. There shall not have occurred a
         material adverse change since April 27, 2002 in the business, assets,
         liabilities (actual or contingent), operations, financial condition or
         prospects of the Borrower, together with its Subsidiaries taken as a
         whole.

               (g)  Closing Certificate. Receipt by the Administrative Agent of
         a certificate signed by a Responsible Officer of the Borrower
         certifying that the conditions specified in Section 5.01(f) and
         Sections 5.02(a), (b) and (c) have been satisfied.

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

               (i)  Delivery of Intercompany Note(s). Receipt by the
         Administrative Agent of the promissory note(s) or other agreement(s) or
         instrument(s) evidencing the obligation of the Special Purpose
         Subsidiary to pay amounts to the Borrower or any of its Subsidiaries in
         connection with or relating to the Permitted Securitization
         Transaction, together with a related endorsement (in a form
         satisfactory to the Administrative Agent) executed in blank.

               (j)  Confirmation of Intercreditor Agreement. The Borrower, the
         Administrative Agent and Bank One, NA, as agent under the Permitted
         Securitization Transaction, shall have entered into the Confirmation of
         Intercreditor Agreement.

               (k)  Delivery of Amendments to Permitted Securitization
         Transaction. Receipt by the Administrative Agent of copies of
         amendments to the agreements governing the Permitted Securitization
         Transaction conforming the financial covenants therein to the financial
         covenants in this Agreement and otherwise in form and substance
         reasonably acceptable to the Administrative Agent.

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

               (m)  Attorney Costs. Unless waived by the Administrative Agent,
         the Borrower shall have paid all Attorney Costs of the Administrative
         Agent to the extent invoiced prior to or on the Closing Date, plus such
         additional amounts of Attorney Costs as shall constitute its reasonable

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<PAGE>

         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).

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

         5.02  Conditions to all Credit Extensions.

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

               (a) The representations and warranties of the Borrower and each
         other Loan Party contained in Article VI or any other Loan Document, or
         which are contained in any document furnished at any time under or in
         connection herewith or therewith, shall be true and correct in all
         material respects on and as of the date of such Credit Extension,
         except to the extent that such representations and warranties
         specifically refer to an earlier date, in which case they shall be true
         and correct as of such earlier date, and except that for purposes of
         this Section 5.02, the representations and warranties contained in
         subsections (a) and (b) of Section 6.05 shall be deemed to refer to the
         most recent statements furnished pursuant to clauses (a) and (b),
         respectively, of Section 7.01.

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

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

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

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

                                   ARTICLE VI

                         REPRESENTATIONS AND WARRANTIES

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

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<PAGE>

         6.01  Existence, Qualification and Power.

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

         6.02  Authorization; No Contravention.

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

         6.03  Governmental Authorization; Other Consents.

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

         6.04  Binding Effect.

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

         6.05  Financial Statements; No Material Adverse Effect.

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

         (b)   The unaudited consolidated financial statements of the Borrower
and its Subsidiaries dated January 31, 2003 and the related consolidated
statements of income or operations, shareholders'

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<PAGE>

equity and cash flows for the fiscal quarter ended on that date, in each case as
set forth in the Borrower's Form 10Q for such fiscal quarter (i) were prepared
in accordance with GAAP consistently applied throughout the period covered
thereby, except as otherwise expressly noted therein; (ii) fairly present in all
material respects the financial condition of the Borrower and its Subsidiaries
as of the date thereof and their results of operations for the period covered
thereby, subject, in the case of clauses (i) and (ii), to the absence of
footnotes and to normal year-end audit adjustments; and (iii) show all material
indebtedness and other liabilities, direct or contingent, of the Borrower and
its Subsidiaries as of the date thereof, including liabilities for taxes,
material commitments and Indebtedness.

         (c)   From April 27, 2002 to and including the Closing Date, there has
been no Disposition by the Borrower or any Subsidiary, or any Involuntary
Disposition, of any material part of the business or Property of the Borrower
and its Subsidiaries, taken as a whole, and no purchase or other acquisition by
any of them of any business or property (including any Capital Stock of any
other Person) material in relation to the consolidated financial condition of
the Borrower and its Subsidiaries, taken as a whole, in each case, which is not
reflected in the foregoing financial statements or in the notes thereto and has
not otherwise been disclosed in writing to the Lenders on or prior to the
Closing Date.

         (d)   The Pro Forma Statements and the Closing Date Projections are
based upon reasonable assumptions made known to the Lenders and upon information
not known to be incorrect or misleading in any material respect.

         (e)   The financial statements delivered pursuant to Section 7.01(a)
and (b) have been prepared in accordance with GAAP (except as may otherwise be
permitted under Section 7.01(a) and (b)) and present fairly (on the basis
disclosed in the footnotes to such financial statements) in all material
respects the consolidated and, in the case of consolidating annual financial
statements delivered pursuant to Section 7.01(a), consolidating, financial
condition, results of operations and cash flows of the Borrower and its
Subsidiaries as of such date and for such periods.

         (f)   Since April 27, 2002 there has been no event or circumstance that
has had or could reasonably be expected to have a Material Adverse Effect.

         6.06  Litigation.

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

         6.07  No Default.

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

         (b)   No Default has occurred and is continuing.

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         6.08  Ownership of Property; Liens.

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

         6.09  Environmental Compliance.

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

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

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

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

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

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

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

         6.10  Insurance.

         The properties of the Borrower and its Subsidiaries are insured with
financially sound and reputable insurance companies not Affiliates of the
Borrower, in such amounts, with such deductibles and

                                       50

<PAGE>

covering such risks as are customarily carried by companies engaged in similar
businesses and owning similar properties in localities where the Borrower or the
applicable Subsidiary operates.

         6.11  Taxes.

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

         6.12  ERISA Compliance.

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

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

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

         6.13  Subsidiaries.

         Set forth on Schedule 6.13 is a complete and accurate list as of the
Closing Date of each Subsidiary, together with (i) number of shares of each
class of Capital Stock outstanding and (ii) number and percentage of outstanding
shares of each class owned (directly or indirectly) by the Borrower or any
Subsidiary. The outstanding Capital Stock of each Subsidiary is validly issued,
fully paid and, subject to Section 180.0622 of the Wisconsin General Statutes in
the case of any Subsidiary formed under the laws of the State of Wisconsin,
non-assessable and is not subject to any outstanding options, warrants, rights
of conversion or purchase or any other similar rights with respect thereto.

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<PAGE>

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

         (a)   The Borrower is not engaged and will not engage, principally or
as one of its important activities, in the business of purchasing or carrying
margin stock (within the meaning of Regulation U issued by the FRB), or
extending credit for the purpose of purchasing or carrying margin stock.
Following the application of the proceeds of each Borrowing or drawing under
each Letter of Credit, not more than 25% of the value of the assets (either of
the Borrower only or of the Borrower and its Subsidiaries on a consolidated
basis) subject to the provisions of Section 8.01 or Section 8.05 or subject to
any restriction contained in any agreement or instrument between the Borrower
and any Lender or any Affiliate of any Lender relating to Indebtedness and
within the scope of Section 9.01(e) will be margin stock.

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

         6.15  Disclosure.

         No report, financial statement, certificate or other information
furnished (whether in writing or orally) by or on behalf of any Loan Party to
the Administrative Agent or any Lender in connection with the transactions
contemplated hereby and the negotiation of this Agreement or delivered hereunder
(as modified or supplemented by other information so furnished) contains any
material misstatement of fact or omits to state any material fact necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading; provided that, with respect to projected financial
information, the Loan Parties represent only that such information was prepared
in good faith based upon assumptions believed to be reasonable at the time.

         6.16  Compliance with Laws.

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

         6.17  Intellectual Property; Licenses, Etc.

         The Borrower and its Subsidiaries own, or possess the legal right to
use, all of the trademarks, service marks, trade names, copyrights, patents,
patent rights, franchises, licenses and other intellectual property rights
(collectively, "IP Rights") that are reasonably necessary for the operation of
their respective businesses. Set forth on Schedule 6.17 is a list of all IP
Rights registered or pending registration with the United States Copyright
Office or the United States Patent and Trademark Office and owned by each Loan
Party as of the Closing Date. Except for such claims and infringements that
could not reasonably be expected to have a Material Adverse Effect, no claim has
been asserted and is pending by any Person challenging or questioning the use of
any IP Rights or the validity or effectiveness of any IP Rights, nor does any
Loan Party know of any such claim, and, to the knowledge of the Responsible
Officers of the Loan Parties, the use of any IP Rights by the Borrower or any
Subsidiary or the granting of a right or a license in

                                       52

<PAGE>

respect of any IP Rights from the Borrower or any Subsidiary does not infringe
on the rights of any Person. As of the Closing Date, none of the IP Rights owned
by any of the Loan Parties is subject to any licensing agreement or similar
arrangement except as set forth on Schedule 6.17.

         6.18  [Reserved].

         6.19  Perfection of Security Interests in the Collateral.

         The Collateral Documents create valid security interests in, and Liens
on, the Collateral purported to be covered thereby, which security interests and
Liens are currently perfected security interests and Liens, prior to all other
Liens other than Permitted Liens.

         6.20  Business Locations.

         (a)   Set forth on Schedule 6.20(a) is a list of all real property
located in the United States that is owned or leased by the Loan Parties as of
the Closing Date.

         (b)   Set forth on Schedule 6.20(b) is a list of all locations where
any tangible personal property of any Loan Party is located as of the Closing
Date (other than those locations set forth on Schedule 6.20(a)).

         (c)   Set forth on Schedule 6.20(c) is the chief executive office
location of each Loan Party as of the Closing Date.

         (d)   The exact legal name and state of formation of each Loan Party is
as set forth on the signature pages to this Agreement.

         (e)   Except as set forth on Schedule 6.20(e), no Loan Party has during
the five years preceding the Closing Date (i) changed its legal name, (ii)
changed its state of formation, or (iii) been party to a merger, consolidation
or other change in structure.

         6.21  Labor Matters.

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

         6.22  Tax Shelter Regulations.

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

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                                   ARTICLE VII

                              AFFIRMATIVE COVENANTS

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

         7.01  Financial Statements.

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

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

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

         7.02  Certificates; Other Information.

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

               (a) concurrently with the delivery of the financial statements
         referred to in Section 7.01(a), a certificate of its independent
         certified public accountants certifying such financial statements and
         stating that in making the examination necessary therefor no knowledge
         was obtained of any Default under any of the financial covenants
         contained in Section 8.11 or, if any such Default shall exist, stating
         the nature and status of such event;

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<PAGE>

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

               (c) prior to the end of each fiscal year, the annual business
         plan and budget of the Borrower and its Subsidiaries containing, among
         other things, projected financial statements for each quarter of the
         next fiscal year;

               (d) within 30 days after the end of each fiscal year, a capital
         expenditures budget for the Borrower and its Subsidiaries, and within
         45 days after the end of each fiscal quarter, a report of capital
         expenditures and Dispositions (including Sale and Leasebacks
         Transactions and the terms thereof) and reinvestment of net proceeds
         thereof for the fiscal quarter and including information for the fiscal
         year-to-date and a comparison against both the prior fiscal year and
         the capital budget, in form reasonably acceptable to the Administrative
         Agent, demonstrating, among other things, compliance with the
         provisions of Sections 8.05 and Section 8.11(e).

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

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

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

               (h) concurrently with the delivery of the financial statements
         referred to in Sections 7.01(a) and (b), a certificate of a Responsible
         Officer of the Borrower (i) listing (A) all applications, if any, for
         Copyrights, Patents or Trademarks (each such term as defined in the
         Security Agreement) made since the date of the prior certificate (or,
         in the case of the first such certificate, the Closing Date), (B) all
         issuances of registrations or letters on existing applications for
         Copyrights, Patents and Trademarks (each such term as defined in the
         Security Agreement) received since the date of the prior certificate
         (or, in the case of the first such certificate, the Closing Date), and
         (C) all material Trademark Licenses, Copyright Licenses and Patent
         Licenses (each such term as defined in the Security Agreement) entered
         into since the date of the prior certificate (or, in the case of the
         first such certificate, the Closing Date), and (ii) attaching the
         insurance binder or other evidence of insurance for any insurance
         coverage of the Borrower or any Subsidiary that was renewed, replaced
         or modified during the period covered by such financial statements; and

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<PAGE>

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

         Documents required to be delivered pursuant to Section 7.01(a) or (b)
or Section 7.02(f) may be delivered electronically and if so delivered, shall be
deemed to have been delivered on the date (i) on which the Borrower posts such
documents, or provides a link thereto on the Borrower's website on the Internet
at the website address listed on Schedule 11.02; or (ii) on which such documents
are posted on the Borrower's behalf on IntraLinks/IntraAgency or another
relevant website, if any, to which each Lender and the Administrative Agent have
access (whether a commercial, third-party website or whether sponsored by the
Administrative Agent); provided that: (i) the Borrower shall deliver paper
copies of such documents to the Administrative Agent or any Lender that requests
the Borrower to deliver such paper copies until a written request to cease
delivering paper copies is given by the Administrative Agent or such Lender and
(ii) the Borrower shall notify (which may be by facsimile or electronic mail)
the Administrative Agent and each Lender of the posting of any such documents
and provide to the Administrative Agent by electronic mail electronic versions
(i.e., soft copies) of such documents. Notwithstanding anything contained
herein, in every instance the Borrower shall be required to provide paper copies
of the Compliance Certificates required by Section 7.02(b) to the Administrative
Agent and each of the Lenders. Except for such Compliance Certificates, the
Administrative Agent shall have no obligation to request the delivery or to
maintain copies of the documents referred to above, and in any event shall have
no responsibility to monitor compliance by the Borrower with any such request
for delivery, and each Lender shall be solely responsible for requesting
delivery to it or maintaining its copies of such documents.

         7.03  Notices.

         (a)   Promptly (and in any event within two Business Days) notify the
Administrative Agent and each Lender of the occurrence of any Default.

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

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

         7.04  Payment of Obligations.

         Pay and discharge as the same shall become due and payable, all its
obligations and liabilities, including (a) all tax liabilities, assessments and
governmental charges or levies upon it or its properties or assets, unless the
same are being contested in good faith by appropriate proceedings diligently
conducted

                                       56

<PAGE>

and adequate reserves in accordance with GAAP are being maintained by the
Borrower or such Subsidiary; (b) all lawful claims which, if unpaid, would by
law become a Lien upon its property diligently conducted and adequate reserves
in accordance with GAAP are being maintained by the Borrower or such Subsidiary;
and (c) all Indebtedness, as and when due and payable, but subject to any
subordination provisions contained in any instrument or agreement evidencing
such Indebtedness.

         7.05  Preservation of Existence, Etc.

         (a) Preserve, renew and maintain in full force and effect its legal
existence and good standing under the Laws of the jurisdiction of its
organization except in a transaction permitted by Section 8.04 or 8.05; (b)
Preserve, renew and maintain in full force and effect its good standing under
the Laws of the jurisdiction of its organization except as could not reasonably
be expected to have a Material Adverse Effect; (c) take all reasonable action to
maintain all rights, privileges, permits, licenses and franchises necessary or
desirable in the normal conduct of its business except as could not reasonably
be expected to have a Material Adverse Effect; and (d) preserve or renew all of
its material registered patents, trademarks, trade names and service marks,
except as could not reasonably be expected to have a Material Adverse Effect.

         7.06  Maintenance of Properties.

         (a) Maintain, preserve and protect all of its material properties and
equipment necessary in the operation of its business in good working order and
condition, ordinary wear and tear and Involuntary Dispositions excepted; (b)
make all necessary repairs thereto and renewals and replacements thereof; and
(c) use the standard of care typical in the industry in the operation and
maintenance of its facilities.

         7.07  Maintenance of Insurance.

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

         7.08  Compliance with Laws.

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

         7.09  Books and Records.

         (a) Maintain proper books of record and account, in which full, true
and correct entries in conformity with GAAP consistently applied shall be made
of all financial transactions and matters

                                       57

<PAGE>

involving the assets and business of the Borrower or such Subsidiary, as the
case may be; and (b) maintain such books of record and account in material
conformity with all applicable requirements of any Governmental Authority having
regulatory jurisdiction over the Borrower or such Subsidiary, as the case may
be.

         7.10  Inspection Rights.

         Permit representatives and independent contractors of the
Administrative Agent and each Lender to visit and inspect any of its properties,
to examine its corporate, financial and operating records (other than materials
protected by the attorney-client privilege or materials which the Borrower and
its Subsidiaries may not disclose without violation of a confidentiality
obligation binding upon them), and make copies thereof or abstracts therefrom,
and to discuss its affairs, finances and accounts with its directors, officers,
and independent public accountants, all at the expense of the Lenders and at
such reasonable times during normal business hours and as often as may be
reasonably desired, upon reasonable advance notice to the Borrower; provided,
however, that when an Event of Default exists the Administrative Agent or any
Lender (or any of their respective representatives or independent contractors)
may do any of the foregoing at the expense of the Borrower at any time during
normal business hours and without advance notice. The Loan Parties agree that
the Administrative Agent, and its representatives, may conduct an annual audit
of the Collateral, at the expense of the Loan Parties.

         7.11  Use of Proceeds.

         Use the proceeds of the Credit Extensions (a) to finance working
capital, capital expenditures and other general corporate purposes, (b) to
refinance existing Indebtedness of the Borrower and its Subsidiaries, and (c) to
finance Permitted Acquisitions, provided that in no event shall be the proceeds
of the Credit Extensions be used in contravention of any Law or of any Loan
Document.

         7.12  Additional Subsidiaries.

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

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

               (b) if such Subsidiary is a Domestic Subsidiary, cause such
         Person to (i) become a Guarantor by executing and delivering to the
         Administrative Agent a Joinder Agreement or such other document as the
         Administrative Agent shall deem appropriate for such purpose, and (ii)
         deliver to the Administrative Agent documents of the types referred to
         in Sections 5.01(b) and (d) and favorable opinions of counsel to such
         Person (which shall cover, among other things, the legality, validity,
         binding effect and enforceability of the documentation referred to in
         clause (a)), all in form, content and scope reasonably satisfactory to
         the Administrative Agent.

         Notwithstanding anything herein to the contrary, the Special Purpose
Subsidiary shall not be required to be a Guarantor or grant a security interest
in its Property to secure the Obligations.

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         7.13  ERISA Compliance.

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

         7.14  Pledged Assets.

         Each Loan Party will (i) cause all of its owned and leased real and
personal Property (subject, in the case of owned real Property, to Section 7.15)
other than Excluded Property to be subject at all times to first priority,
perfected and, in the case of real Property, title insured Liens in favor of the
Administrative Agent to secure the Obligations pursuant to the terms and
conditions of the Collateral Documents or, with respect to any such Property
acquired subsequent to the Closing Date, such other additional security
documents as the Administrative Agent shall reasonably request, subject in any
case to Permitted Liens and (ii) deliver such other documentation as the
Administrative Agent may reasonably request in connection with the foregoing,
including, without limitation, appropriate UCC-1 financing statements, real
estate title insurance policies, surveys, environmental reports, landlord's
waivers, certified resolutions and other organizational and authorizing
documents of such Person, favorable opinions of counsel to such Person (which
shall cover, among other things, the legality, validity, binding effect and
enforceability of the documentation referred to above and the perfection of the
Administrative Agent's Liens thereunder) and other items of the types required
to be delivered pursuant to Section 5.01(d), all in form, content and scope
reasonably satisfactory to the Administrative Agent. Without limiting the
generality of the above, the Loan Parties will cause (a) 100% of the issued and
outstanding Capital Stock of each Domestic Subsidiary and (b) 65% (or such
greater percentage that, due to a change in an applicable Law after the date
hereof, (1) could not reasonably be expected to cause the undistributed earnings
of such Foreign Subsidiary as determined for United States federal income tax
purposes to be treated as a deemed dividend to such Foreign Subsidiary's United
States parent and (2) could not reasonably be expected to cause any material
adverse tax consequences) of the issued and outstanding Capital Stock entitled
to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of
the issued and outstanding Capital Stock not entitled to vote (within the
meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary
directly owned by the Borrower or any Domestic Subsidiary to be subject at all
times to a first priority, perfected Lien in favor of the Administrative Agent
pursuant to the terms and conditions of the Collateral Documents or such other
security documents as the Administrative Agent shall reasonably request.

         7.15  Real Property.

         If the Borrower or any Domestic Subsidiary at any time owns any real
property (including real property owned on the Closing Date and real property
acquired after the Closing Date), the Borrower will, or will cause such
Subsidiary to, either:

               (a) sell or otherwise dispose (including by way of a Sale and
         Leaseback Transaction) such real property within 18 months from the
         date of acquisition, in the case of any such real property with a fair
         market value of less than $5 million, and within 12 months from the
         date of acquisition in the case of any such real property with a fair
         market value of $5 million or more (the applicable disposition period
         with respect to any such real property is the "Disposition Period"); or

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           (b) in the event that any such real property is not sold or otherwise
      disposed of prior to the end of the Disposition Period:

               (i)  in the case of any real property with a fair market value of
           $5 million or more, the Borrower or such Subsidiary will prior to the
           end of the Disposition Period (or, if the Disposition Period for any
           real property expired prior to the Closing Date, then prior to the
           date sixty (60) days after the Closing Date) (A) cause such real
           property to be released from any mortgage Lien thereon and (B) grant
           a Lien on such real property in favor of the Administrative Agent to
           secure the Obligations and deliver to the Administrative Agent such
           other items as required pursuant to Section 7.14;

               (ii) in the case of any real property with a fair market value of
           less than $5 million, to the extent the fair market value of all such
           real properties exceeds $15 million in the aggregate, the Borrower or
           such Subsidiary will prior to the end of the Disposition Period (or,
           if the Disposition Period for any real property expired prior to the
           Closing Date, then prior to the date sixty (60) days after the
           Closing Date) cause a sufficient number of such real properties to be
           released from any mortgage Liens thereon and grant mortgage Liens in
           favor of the Administrative Agent to secure the Obligations and
           deliver to the Administrative Agent such other items as required
           pursuant to Section 7.14, such that after giving effect thereto the
           fair market value of such real properties not subject to the mortgage
           Liens in favor of the Administrative Agent to secure the Obligations
           does not exceed $15 million in the aggregate.

7.16  Landlord Lien Waivers.

      The Credit Parties shall use commercially reasonable efforts to obtain
landlord lien waivers, in form and substance reasonably satisfactory to the
Administrative Agent, for (i) each distribution center leased by any Loan Party
(for purposes hereof, a distribution center is any location leased by a Loan
Party with more than 100,000 square feet) and (ii) for any other location leased
by a Loan Party if requested by the Administrative Agent.

                                  ARTICLE VIII

                               NEGATIVE COVENANTS

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

      8.01 Liens.

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

           (a) Liens pursuant to any Loan Document;

           (b) Liens existing on the date hereof and listed on Schedule 8.01-1
      and any renewals or extensions thereof, provided that the property covered
      thereby is not increased and any renewal or extension of the obligations
      secured or benefited thereby is permitted by Section 8.03(b);

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

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

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

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

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

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

               (i) Liens securing Indebtedness permitted under Section 8.03(c);
         provided that (i) such Liens do not at any time encumber any Property
         other than the Property financed by such Indebtedness, (ii) the
         Indebtedness secured thereby does not exceed the purchase price of the
         Property being acquired and (iii) such Liens attach to such Property
         concurrently with or within ninety days after the acquisition thereof;

               (j) Liens securing purchase money Indebtedness (including
         obligations in respect of Capital Leases or Synthetic Leases) permitted
         under Section 8.03(b); provided that such Liens do not at any time
         encumber any Property other than the Property financed by such
         Indebtedness;

               (k) leases, licenses or subleases granted to others not
         interfering in any material respect with the business of the Borrower
         or any Subsidiary;

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

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

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

               (o) Liens of a collection bank arising under Section 4-210 of the
         Uniform Commercial Code (or equivalent in foreign jurisdictions) on
         items in the course of collection;

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

               (p) tax liens imposed by the New York State Department of
         Taxation and Finance attributable to missing franchise tax returns for
         Sunburst Technology Corporation for the periods of 12/31/2000 through
         12/31/2002 as well as past due franchise tax payments for the periods
         of 12/31/2000 through 12/31/2002 including but not limited to surcharge
         taxes, provided that the aggregate amount of obligations secured by
         such tax liens does not exceed $250,000 plus accrued interest and
         penalties;

               (q) Liens on Securitization Related Property created or deemed to
         exist in connection with the Permitted Securitization Transaction, but
         only to the extent that such Liens are subject to the Intercreditor
         Agreement; and

               (r) mortgage Liens on the real Property of any Person acquired
         after the Closing Date, provided that (i) such Liens secure
         Indebtedness permitted by Section 8.03(h); (ii) such Liens existed
         prior to such acquisition and were not created in anticipation thereof,
         and (iii) such Liens are not extended to any other Property after such
         acquisition.

         8.02  Investments.

         Make any Investments, except:

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

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

               (c) Investments consisting of loans to employees, directors or
         officers in connection with the cashless exercise of stock options,
         provided that such loans are repaid in full on the date of issuance
         with the proceeds from the sale of the stock purchased with the loan
         proceeds.

               (d) Investments consisting of advances or loans to directors,
         officers and employees for travel, entertainment, relocation and
         analogous business purposes made in the ordinary course of business on
         terms consistent with past practices of the Borrower in an aggregate
         principal amount (including Investments of such type set forth in
         Schedule 8.02) not to exceed $2,000,000 at any time outstanding;

               (e) advances or loans to customers or suppliers that do not
         exceed $5,000,000 in the aggregate at any one time outstanding;

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               (f) Investments by the Borrower or any of its Subsidiaries or
         Affiliates in connection with the Permitted Securitization Transaction;

               (g) Investments by any Foreign Subsidiary in another Foreign
         Subsidiary;

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

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

               (j) Investments received as consideration for Dispositions
         permitted under Section 8.05;

               (k) Guarantees permitted by Section 8.03;

               (l) Permitted Acquisitions; and

               (m) Investments not permitted in the foregoing clauses in an
         amount not to exceed $10,000,000 in the aggregate at any time
         outstanding.

         8.03  Indebtedness.

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

               (a) Indebtedness under the Loan Documents, including the
         establishment of a term loan facility under this Agreement (the
         specific terms and mechanics of which would be the subject of a
         separate amendment to this Credit Agreement), provided that, in the
         case of the establishment of such term loan facility, (i) the aggregate
         principal amount of such term loan facility shall not exceed
         $100,000,000, (ii) the maturity date of such term loan facility shall
         not be prior to the Maturity Date, (iii) the scheduled amortization
         payments on such term loan facility shall not exceed in any four fiscal
         quarter period ending prior to the Maturity Date an amount equal to 1%
         of the initial principal amount of the term loan facility, (iii) prior
         to establishing such term loan facility, the Borrower shall deliver to
         the Administrative Agent a Pro Forma Compliance Certificate
         demonstrating that, upon giving effect to such term loan facility on a
         Pro Forma Basis, the Loan Parties would be in compliance with the
         financial covenants set forth in Section 8.11 as of the most recent
         fiscal quarter end for which the Borrower has delivered financial
         statements pursuant to Section 7.01(a) or (b), (iv) no Default or Event
         of Default shall exist at the time of the establishment of such term
         loan facility;

               (b) Indebtedness of the Borrower and its Subsidiaries set forth
         in Schedule 8.03 (and renewals, refinancings and extensions thereof on
         terms and conditions not materially less favorable to the applicable
         debtor(s));

               (c) purchase money Indebtedness (including obligations in respect
         of Capital Leases or Synthetic Leases) hereafter incurred by the
         Borrower or any of its Subsidiaries to finance the purchase of fixed
         assets, provided that (i) the total of all such Indebtedness for all
         such Persons taken together shall not exceed $10,000,000 at any one
         time outstanding, (ii) such Indebtedness when incurred shall not exceed
         the purchase price of the asset(s) financed and (iii) no such
         Indebtedness

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         shall be refinanced for a principal amount in excess of the principal
         balance outstanding thereon at the time of such refinancing;

               (d) Indebtedness under the Permitted Securitization Transaction;
         provided that the Attributable Indebtedness thereunder shall not exceed
         $100,000,000 at any time;

               (e) obligations (contingent or otherwise) of the Borrower or any
         Subsidiary existing or arising under any Swap Contract, provided that
         (i) such obligations are (or were) entered into by such Person in the
         ordinary course of business for the purpose of directly mitigating
         risks associated with liabilities, commitments, investments, assets, or
         property held or reasonably anticipated by such Person, or changes in
         the value of securities issued by such Person, and not for purposes of
         speculation or taking a "market view;" and (ii) such Swap Contract does
         not contain any provision exonerating the non-defaulting party from its
         obligation to make payments on outstanding transactions to the
         defaulting party;

               (f) intercompany Indebtedness permitted under Section 8.02;

               (g) Subordinated Indebtedness consisting of:

                        (i)  the Senior Subordinated Notes in an aggregate
                   principal amount of up to $150,000,000 (and renewals,
                   refinancing and refundings of the then outstanding principal
                   amount thereof, provided that the terms of subordination
                   therefor shall be identical in all material respects to the
                   terms of subordination contained in the Senior Subordinated
                   Note Documents and on other terms and conditions not
                   materially less favorable to the Lenders than the terms and
                   conditions contained in the Senior Subordinated Note
                   Documents); and

                        (ii) other Subordinated Indebtedness, provided that (A)
                   the Borrower shall have delivered a Pro Forma Compliance
                   Certificate to the Administrative Agent demonstrating that,
                   upon giving effect on a Pro Forma Basis to the incurrence of
                   such Subordinated Indebtedness, the Loan Parties would be in
                   compliance with the financial covenants set forth in Section
                   8.11 as of the most recent fiscal quarter end for which the
                   Borrower has delivered financial statements pursuant to
                   Section 7.01(a) or (b), and (B) no Default or Event of
                   Default shall exist at the time or would exist after giving
                   effect to the incurrence of such Subordinated Indebtedness;

               (h) mortgage Indebtedness assumed in connection with a Permitted
         Acquisition, and any refinancing, refunding, renewal or extension
         thereof, provided that (i) such Indebtedness was in existence as of the
         date of the acquisition and was not incurred or assumed in
         contemplation thereof, and (ii) the amount of any such mortgage
         Indebtedness shall not be increased in connection with any refinancing,
         refunding, renewal or extension (exclusive of reasonable premiums, fees
         and expenses in connection therewith);

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

               (j) Guarantees with respect to Indebtedness permitted under
         clauses (a) through (i) of this Section 8.03.

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     Notwithstanding anything to the contrary in this Section 8.03 or otherwise,
the Special Purpose Subsidiary shall not contract, create, incur, assume or
permit to exist any Indebtedness other than Indebtedness existing under the
Permitted Securitization Transaction.

     8.04 Fundamental Changes.

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

     8.05 Dispositions.

     Make any Disposition unless (a) if such transaction is a Sale and Leaseback
Transaction, such transaction is not prohibited by the terms of Section 8.16,
(b) such transaction does not involve the sale or other disposition of a
minority equity interest in any Subsidiary, (c) such transaction does not
involve a sale or other disposition of receivables other than receivables owned
by or attributable to other Property concurrently being disposed of in a
transaction otherwise permitted under this Section 8.05, (d) the aggregate net
book value of all of the assets sold or otherwise disposed of by the Borrower
and its Subsidiaries in all Dispositions in any fiscal year of the Borrower
shall not exceed ten percent (10%) of Consolidated Net Worth as of the end of
the immediately preceding fiscal year, (e) the aggregate amount of consideration
(other than consideration consisting of cash, Cash Equivalents and Indebtedness
assumed) received in all Dispositions in any fiscal year of the Borrower shall
not exceed three and one-third percent (3.33%) of Consolidated Net Worth as of
the end of the immediately preceding fiscal year (it being understood that in
the case of any deferred purchase price obligations, including earn-out
obligations, for purposes of this clause (e) the amount of such deferred
purchase price obligations shall be the good faith estimate made by the Borrower
at the time of such Disposition), and (f) in the case of any Disposition in
which the aggregate net book value of all assets subject thereto exceeds
$15,000,000, no later than five (5) Business Days prior to such Disposition, the
Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance
Certificate demonstrating that, upon giving effect on a Pro Forma Basis to such
transaction, the Loan Parties would be in compliance with the financial
covenants set forth in Section 8.11 as of the most recent fiscal quarter end for
which the Borrower has delivered financial statements pursuant to Section
7.01(a) or (b).

     8.06 Restricted Payments.

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

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

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          (b) the Borrower may make any other Restricted Payments, provided that
     (i) the aggregate amount of all such Restricted Payments shall not exceed
     $30,000,000 during the term of this Agreement, (ii) no Default shall exist
     at the time of making any such Restricted Payment, and (iii) prior to
     making any such Restricted Payment, the Borrower shall have delivered to
     the Administrative Agent a Pro Forma Compliance Certificate demonstrating
     that, upon giving effect on a Pro Forma Basis to such Restricted Payment,
     the Loan Parties would be in compliance with the financial covenants set
     forth in Section 8.11 as of the most recent fiscal quarter end for which
     the Borrower has delivered financial statements pursuant to Section 7.01(a)
     or (b).

     8.07 Change in Nature of Business.

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

     8.08 Transactions with Affiliates and Insiders.

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

     8.09 Burdensome Agreements.

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

     (b)  Enter into or permit to exist any Contractual Obligation that
prohibits or otherwise restricts the existence of any Lien upon any of its
Property in favor of the Administrative Agent (for the benefit of the Lenders)
for the purpose of securing the Obligations, whether now owned or hereafter
acquired, or requiring the grant of any security for any obligation if such
Property is given as security for the Obligations, except (i)

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any document or instrument governing Indebtedness incurred pursuant to Section
8.03(c), provided that any such restriction contained therein relates only to
the asset or assets constructed or acquired in connection therewith, (ii) in
connection with any Permitted Lien or any document or instrument governing any
Permitted Lien, provided that any such restriction contained therein relates
only to the asset or assets subject to such Permitted Lien, (iii) pursuant to
customary restrictions and conditions contained in any agreement relating to the
sale of any Property permitted under Section 8.05, pending the consummation of
such sale, (iv) any document or instrument governing Subordinated Indebtedness
and (v) any document or instrument governing the Permitted Securitization
Transaction, provided that any such restriction contained therein relates only
to the Special Purpose Subsidiary and its Property.

     8.10 Use of Proceeds.

     Use the proceeds of any Credit Extension, whether directly or indirectly,
and whether immediately, incidentally or ultimately, to purchase or carry margin
stock (within the meaning of Regulation U of the FRB) or to extend credit to
others for the purpose of purchasing or carrying margin stock or to refund
indebtedness originally incurred for such purpose.

     8.11 Financial Covenants.

     (a)  Consolidated Total Leverage Ratio. Permit the Consolidated Total
Leverage Ratio as of the end of any fiscal quarter of the Borrower to be greater
than (i) with respect to the fiscal quarter ending on the last Saturday in
January or the last Saturday in April of each year, 4.25:1.0, and (ii) with
respect to the fiscal quarter ending on the last Saturday in July or the last
Saturday in October of each fiscal year, 5.0:1.0.

     (b)  Consolidated Senior Leverage Ratio. Permit the Consolidated Senior
Leverage Ratio as of the end of any fiscal quarter of the Borrower to be greater
than (i) with respect to the fiscal quarter ending in January or April of each
year, 3.00:1.0, and (ii) with respect to the fiscal quarter ending in July or
October of each fiscal year, 3.75:1.0.

     (c)  Consolidated Net Worth. Permit Consolidated Net Worth at any time to
be less than the sum of an amount equal to $285,000,000 increased on a
cumulative basis as of the end of each fiscal quarter of the Borrower,
commencing with the fiscal quarter ending April 26, 2003 by an amount equal to
50% of Consolidated Net Income (to the extent positive) for the fiscal quarter
then ended plus 100% of the proceeds of all equity issuances after the Closing
Date.

     (d)  Consolidated Fixed Charges Coverage Ratio. Permit the Consolidated
Fixed Charges Coverage Ratio as of the end of any fiscal quarter of the Borrower
to be less than 3.0:1.0.

     (e)  Consolidated Capital Expenditures. Consolidated Capital Expenditures
for any fiscal year shall not exceed (i) for the fiscal year ending April 24,
2004, $20,000,000, (ii) for the fiscal year ending April 30, 2005, $15,000,000
and (iii) for the fiscal year ending April 29, 2006, $15,000,000, in each case
plus up to $5,000,000 of the unused amount available for Consolidated Capital
Expenditures under this Section 8.11(e) for the immediately preceding fiscal
year (excluding any carry forward available from any prior fiscal year);
provided, however, that with respect to any fiscal year, Consolidated Capital
Expenditures made during such fiscal year shall be deemed to be made first with
respect to the applicable limitation for such fiscal year and then with respect
to any carry-forward from the immediately preceding fiscal year.

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     8.12 Prepayment of Other Indebtedness, Etc.

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

     (b)  Amend or modify any of the subordination provisions of any
     Subordinated Indebtedness.

     (c)  (i) With respect to any Subordinated Indebtedness of the Borrower or
     any Subsidiary, make (or give any notice with respect thereto) any
     prepayment, redemption, defeasance or acquisition for value of (including
     without limitation, by way of depositing money or securities with the
     trustee with respect thereto before due for the purpose of paying when
     due), or refund, refinance or exchange of such Subordinated Indebtedness
     other than (A) regularly scheduled payments of interest (provided that such
     payment of interest does not violate the subordination provisions of the
     Subordinated Debt Documents), (B) the conversion of the Senior Subordinated
     Notes into equity and (C) any refund or refinance permitted by Section
     8.03(g).

          (ii) With respect to any Indebtedness of the Borrower or any
     Subsidiary (other than Subordinated Indebtedness which is subject to the
     limitations set forth in clause (i) above), make (or give any notice with
     respect thereto) any voluntary or optional payment or prepayment or
     redemption or acquisition for value of (including without limitation, by
     way of depositing money or securities with the trustee with respect thereto
     before due for the purpose of paying when due), refund, refinance or
     exchange of such Indebtedness other than (i) Indebtedness arising under the
     Loan Documents, (ii) Indebtedness having an interest rate in excess of the
     Base Rate and (iii) provided no Default or Event of Default shall exist
     immediately prior or after giving effect thereto on a Pro Forma Basis,
     other Indebtedness not exceeding $250,000 in any instance and $500,000 in
     the aggregate in any calendar year.

     (d)  Enter into any agreement, instrument or other document creating,
evidencing or relating to any Indebtedness which provides that such Indebtedness
is "Designated Senior Debt" for purposes of the Senior Subordinated Note
Documents.

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

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

     (b)  Change its fiscal year.

     (c)  Without providing thirty (30) days prior written notice to the
Administrative Agent, change its name, state of formation or form of
organization.

     8.14 Ownership of Subsidiaries.

     Notwithstanding any other provisions of this Agreement to the contrary, (i)
permit any Person (other than the Borrower or any Wholly Owned Subsidiary of the
Borrower) to own any Capital Stock of any Subsidiary of the Borrower, except to
qualify directors where required by applicable law or to satisfy other

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requirements of applicable law with respect to the ownership of Capital Stock of
Foreign Subsidiaries, (ii) permit any Subsidiary of the Borrower to issue or
have outstanding any shares of preferred Capital Stock or (iii) create, incur,
assume or suffer to exist any Lien on any Capital Stock of any Subsidiary of the
Borrower, except for Permitted Liens.

                                   ARTICLE IX

                         EVENTS OF DEFAULT AND REMEDIES

     9.01 Events of Default.

     Any of the following shall constitute an Event of Default:

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

          (b)  Specific Covenants.

               (i) The Borrower fails to perform or observe any term, covenant
          or agreement contained in any of Section 7.01, 7.02 or 7.03 and such
          failure continues for five Business Days; or

               (ii) The Borrower fails to perform or observe any term, covenant
          or agreement contained in any of Section 7.05(a), 7.10, 7.11, 7.12, or
          Article VIII; or

          (c)  Other Defaults. Any Loan Party fails to perform or observe any
     other covenant or agreement (not specified in subsection (a) or (b) above)
     contained in any Loan Document on its part to be performed or observed and
     such failure continues for thirty days after the earlier of (i) a
     Responsible Person of any Loan Party becoming aware of such failure or (ii)
     notice thereof to any Loan Party by the Administrative Agent; 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 other Loan Party herein, in any other Loan Document, or
     in any document delivered in connection herewith or therewith shall be
     incorrect or misleading in any material respect when made or deemed made;
     or

          (e)  Cross-Default. (i) The Borrower or any Subsidiary (A) fails to
     make any payment when due (whether by scheduled maturity, required
     prepayment, acceleration, demand, or otherwise) in respect of any
     Indebtedness or Guarantee (other than Indebtedness hereunder and
     Indebtedness under Swap Contracts) having an aggregate principal amount
     (including undrawn committed or available amounts and including amounts
     owing to all creditors under any combined or syndicated credit arrangement)
     of more than the Threshold Amount, or (B) fails to observe or perform any
     other agreement or condition relating to any such Indebtedness or Guarantee
     or contained in any instrument or agreement evidencing, securing or
     relating thereto, or any other event (other than an Involuntary Disposition
     which is covered by independent third-party insurance as to which the
     insurer does not dispute coverage and which does not constitute a default)
     occurs, the effect of which default or other event is to cause, or to
     permit the holder or

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     holders of such Indebtedness or the beneficiary or beneficiaries of such
     Guarantee (or a trustee or agent on behalf of such holder or holders or
     beneficiary or beneficiaries) to cause, with the giving of notice if
     required, such Indebtedness to be demanded or to become due or to be
     repurchased, prepaid, defeased or redeemed (automatically or otherwise), or
     an offer to repurchase, prepay, defease or redeem such Indebtedness to be
     made, prior to its stated maturity, or such Guarantee to become payable or
     cash collateral in respect thereof to be demanded; or (ii) there occurs
     under any Swap Contract an Early Termination Date (as defined in such Swap
     Contract) resulting from (A) any event of default under such Swap Contract
     as to which the Borrower or any Subsidiary is the Defaulting Party (as
     defined in such Swap Contract) or (B) any Termination Event (as so defined)
     under such Swap Contract as to which the Borrower or any Subsidiary is an
     Affected Party (as so defined) and, in either event, the Swap Termination
     Value owed by the Borrower or such Subsidiary as a result thereof is
     greater than the Threshold Amount; or

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

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

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

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

          (j) Invalidity of Loan Documents. Any Loan Document, at any time after
     its execution and delivery and for any reason other than as expressly
     permitted hereunder or satisfaction in full of all the Obligations, ceases
     to be in full force and effect; or any Loan Party or

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     any other Person contests in any manner the validity or enforceability of
     any Loan Document; or any Loan Party denies that it has any or further
     liability or obligation under any Loan Document, or purports to revoke,
     terminate or rescind any Loan Document; or

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

     9.02 Remedies Upon Event of Default.

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

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

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

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

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

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

     9.03 Application of Funds.

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

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

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

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     Third, to payment of that portion of the Obligations constituting accrued
     and unpaid interest on the Loans and L/C Borrowings, fees, premiums and
     scheduled periodic payments, and any interest accrued thereon, due under
     any Swap Contract between any Loan Party and any Lender, or any Affiliate
     of a Lender, to the extent such Swap Contract is permitted by Section
     8.03(d), ratably among the Lenders (and, in the case of such Swap
     Contracts, Affiliates of Lenders) in proportion to the respective amounts
     described in this clause Third held by them;

     Fourth, to payment of that portion of the Obligations constituting unpaid
     principal of the Loans and L/C Borrowings and breakage, termination or
     other payments, and any interest accrued thereon, due under any Swap
     Contract between any Loan Party and any Lender, or any Affiliate of a
     Lender, to the extent such Swap Contract is permitted by Section 8.03(d),
     and to Cash Collateralize that portion of L/C Obligations comprised of the
     aggregate undrawn amount of Letters of Credit, ratably among the Lenders
     (and, in the case of such Swap Contracts, Affiliates of Lenders) in
     proportion to the respective amounts described in this clause Fourth held
     by them; and

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

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

                                    ARTICLE X

                              ADMINISTRATIVE AGENT

     10.01 Appointment and Authorization of Administrative Agent.

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

     (b)   Each Lender hereby authorizes and directs the Administrative Agent to
enter into each Loan Document (including, without limitation, the Confirmation
of Intercreditor Agreement).

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

     10.02 Delegation of Duties.

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

     10.03 Liability of Administrative Agent.

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

     10.04 Reliance by Administrative Agent.

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

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

     10.05 Notice of Default.

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

     10.06 Credit Decision; Disclosure of Information by Administrative Agent.

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

     10.07 Indemnification of Administrative Agent.

     Whether or not the transactions contemplated hereby are consummated, the
Lenders shall indemnify upon demand each Agent-Related Person (to the extent not
reimbursed by or on behalf of any Loan Party and without limiting the obligation
of any Loan Party to do so), pro rata, and hold harmless each Agent-Related
Person from and against any and all Indemnified Liabilities incurred by it;
provided,

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

     10.08 Administrative Agent in its Individual Capacity.

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

     10.09 Successor Administrative Agent.

     The Administrative Agent may resign as Administrative Agent upon thirty
days' notice to the Lenders; provided that any such resignation by Bank of
America shall also constitute its resignation as L/C Issuer and 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 effective date of
the resignation of the Administrative Agent, the Administrative Agent may
appoint, after consulting with the Lenders and the Borrower, a successor
administrative agent from among the Lenders. Upon the acceptance of its
appointment as successor administrative agent hereunder, the Person acting as
such successor administrative agent shall succeed to all the rights, powers and
duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender
and the respective terms "Administrative Agent", "L/C Issuer" and "Swing Line
Lender" shall mean such successor administrative agent, Letter of Credit issuer
and swing line lender, and the retiring Administrative Agent's appointment,
powers and duties as Administrative Agent shall be terminated and the retiring
L/C Issuer's and Swing Line Lender's rights, powers and duties as such shall be
terminated, without any other or further act or deed on the part of such
retiring L/C Issuer or Swing Line Lender or any other Lender, other than the
obligation of the successor L/C Issuer to issue letters of credit in
substitution for the Letters of Credit, if any, outstanding at the time of such
succession or to make other arrangements satisfactory to the retiring L/C Issuer
to effectively

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assume the obligations of the retiring L/C Issuer with respect to such Letters
of Credit. After any retiring Administrative Agent's resignation hereunder as
Administrative Agent, the provisions of this Article X and Sections 11.04 and
11.05 shall inure to its benefit as to any actions taken or omitted to be taken
by it while it was Administrative Agent under this Agreement. If no successor
administrative agent has accepted appointment as Administrative Agent by the
date thirty days following a retiring Administrative Agent's notice of
resignation, the retiring Administrative Agent's resignation shall nevertheless
thereupon become effective and the Lenders shall perform all of the duties of
the Administrative Agent hereunder until such time, if any, as the Required
Lenders appoint a successor agent as provided for above.

     10.10 Administrative Agent May File Proofs of Claim.

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

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

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

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 (including reasonable and actual
fees and expenses of counsel), and any other amounts due the Administrative
Agent under Sections 2.09 and 11.04.

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

     10.11 Collateral and Guaranty Matters.

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

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

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     of or in connection with any Disposition permitted hereunder or under any
     other Loan Document or any Involuntary Disposition, or (iii) as approved in
     accordance with Section 11.01;

           (b) to subordinate any Lien on any Property granted to or held by the
     Administrative Agent under any Loan Document to the holder of any Lien on
     such Property that is permitted by Section 8.03(c); and

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

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

     10.12 Other Agents; Arrangers and Managers.

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

                                   ARTICLE XI

                                  MISCELLANEOUS

     11.01 Amendments, Etc.

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

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

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

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

           (d) change Section 2.13 or Section 9.03 in a manner that would alter
     the pro rata sharing of payments required thereby without the written
     consent of each Lender directly affected thereby;

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

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

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

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

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

     11.02 Notices and Other Communications; Facsimile Copies.

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

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expressly permitted hereunder to be given by telephone shall be made to the
applicable telephone number, as follows:

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

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

     All such notices and other communications shall be deemed to be given or
made upon the earlier to occur of (i) actual receipt by the relevant party
hereto and (ii) (A) if delivered by hand or by courier, when signed for by or on
behalf of the relevant party hereto; (B) if delivered by mail, four Business
Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile,
when sent and receipt has been confirmed by telephone; and (D) if delivered by
electronic mail (which form of delivery is subject to the provisions of
subsection (c) below), when delivered; provided, however, that notices and other
communications to the Administrative Agent, the L/C Issuer 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 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 7.02, and to
distribute Loan Documents for execution by the parties thereto, and may not be
used for any other purpose.

     (d)   Reliance by Administrative Agent and Lenders. The Administrative
Agent and the Lenders shall be entitled to rely and act upon any notices
(including telephonic Loan Notices 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. All
telephonic notices to and other communications with the Administrative Agent may
be recorded by the Administrative Agent, and each of the parties hereto hereby
consents to such recording.

     11.03 No Waiver; Cumulative Remedies.

     No failure by any Lender or the Administrative Agent to exercise, and no
delay by any such Person in exercising, any right, remedy, power or privilege
hereunder shall operate as a waiver thereof;

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nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege. The rights, remedies,
powers and privileges herein provided are cumulative and not exclusive of any
rights, remedies, powers and privileges provided by law.

     11.04 Attorney Costs, Expenses and Taxes.

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

     11.05 Indemnification by the Borrower.

     Whether or not the transactions contemplated hereby are consummated, the
Borrower agrees to indemnify and hold harmless each Agent-Related Person, each
Lender and their respective Affiliates, directors, officers, employees, counsel,
agents and attorneys-in-fact (collectively the "Indemnitees") from and against
any and all liabilities, obligations, losses, damages, penalties, claims,
demands, actions, 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 Revolving Commitment, Loan or Letter of Credit or the use or
proposed use of the proceeds therefrom (including any refusal by the L/C Issuer
to honor a demand for payment under a Letter of Credit if the documents
presented in connection with such demand do not strictly comply with the terms
of such Letter of Credit), (c) any actual or alleged presence or release of
Hazardous Materials on or from any property currently or formerly owned or
operated by the Borrower, any Subsidiary or any other Loan Party, or any
Environmental Liability related in any way to the Borrower, any Subsidiary or
any other Loan Party, or (d) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory (including any investigation of, preparation
for, or defense of any pending or threatened claim, investigation, litigation or
proceeding) and regardless of whether any Indemnitee is a party thereto (all the
foregoing, collectively, the "Indemnified Liabilities"); provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
liabilities, obligations, losses, damages, penalties, claims, demands, actions,
judgments, suits, costs, expenses or disbursements are determined by a court of
competent jurisdiction by final and nonappealable judgment to have resulted from
the gross negligence or

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willful misconduct of such Indemnitee. No Indemnitee shall be liable for any
damages arising from the use by others of any information or other materials
obtained through IntraLinks or other similar information transmission systems in
connection with this Agreement, nor shall any Indemnitee have any liability for
any indirect or consequential damages relating to this Agreement or any other
Loan Document or arising out of its activities in connection herewith or
therewith (whether before or after the Closing Date). All amounts due under this
Section 11.05 shall be payable within ten Business Days after demand therefor.
The agreements in this Section shall survive the resignation of the
Administrative Agent, the replacement of any Lender, the termination of the
Aggregate Revolving Commitments and the repayment, satisfaction or discharge of
all the other Obligations.

         11.06 Payments Set Aside.

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

         11.07 Successors and Assigns.

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

         (b) Any Lender may at any time assign to one or more Eligible Assignees
all or a portion of its rights and obligations under this Agreement (including
all or a portion of its Revolving Commitment and the Loans (including for
purposes of this subsection (b), participations in L/C Obligations and in Swing
Line Loans) at the time owing to it); provided that (i) except in the case of an
assignment of the entire remaining amount of the assigning Lender's Revolving
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 Revolving 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

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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 Revolving Commitment assigned,
except that this clause (ii) shall not apply to rights in respect of Swing Line
Loans; and (iii) the parties to each assignment shall execute and deliver to the
Administrative Agent an Assignment and Assumption, together with a processing
and recordation fee of $3,500. Subject to acceptance and recording thereof by
the Administrative Agent pursuant to subsection (c) of this Section, from and
after the effective date specified in each Assignment and Assumption, the
Eligible Assignee thereunder shall be a party to this Agreement and, to the
extent of the interest assigned by such Assignment and Assumption, have the
rights and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest assigned by such
Assignment and Assumption, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption covering all of the assigning
Lender's rights and obligations under this Agreement, such Lender shall cease to
be a party hereto but shall continue to be entitled to the benefits of Sections
3.01, 3.04, 3.05, 11.04 and 11.05 with respect to facts and circumstances
occurring prior to the effective date of such assignment). Upon request, the
Borrower (at its expense) shall execute and deliver a Note to the assignee
Lender. Any assignment or transfer by a Lender of rights or obligations under
this Agreement that does not comply with this subsection shall be treated for
purposes of this Agreement as a sale by such Lender of a participation in such
rights and obligations in accordance with subsection (d) of this Section.

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

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

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

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

         (g)   Notwithstanding anything to the contrary contained herein, if at
any time Bank of America assigns all of its Revolving Commitment and Loans
pursuant to subsection (b) above, Bank of America may, (i) upon thirty days'
notice to the Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon
thirty days' notice to the Borrower, resign as Swing Line Lender. In the event
of any such resignation as L/C Issuer or Swing Line Lender, the Borrower shall
be entitled to appoint from among the Lenders a successor L/C Issuer or Swing
Line Lender hereunder; provided, however, that no failure by the Borrower to
appoint any such successor shall affect the resignation of Bank of America as
L/C Issuer or Swing Line Lender, as the case may be. If Bank of America resigns
as L/C Issuer, it shall retain all the rights and obligations of the L/C Issuer
hereunder with respect to all Letters of Credit outstanding as of the effective
date of its resignation as L/C Issuer and all L/C Obligations with respect
thereto (including the right to require the Lenders to make Base Rate Loans or
fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)).
If Bank of America resigns as Swing Line Lender, it shall retain all the rights
of the Swing Line Lender provided for hereunder with respect to Swing Line Loans
made by it and outstanding as of the effective date of such resignation,
including the right to require the Lenders to make Base Rate Loans or fund risk
participations in outstanding Swing Line Loans pursuant to Section 2.04(c).

         11.08 Confidentiality.

         Each of the Administrative Agent and the Lenders agrees to maintain the
confidentiality of the Information (as defined below), except that Information
may be disclosed (a) to its and its Affiliates' directors, officers, employees
and agents, including accountants, legal counsel and other advisors (it being
understood that the Persons to whom such disclosure is made will be informed of
the confidential nature of such Information and instructed to keep such
Information confidential); (b) to the extent requested by any regulatory
authority; (c) to the extent required by applicable laws or regulations or by
any subpoena or similar legal process; (d) to any other party to this Agreement;
(e) in connection with the exercise of any remedies hereunder or any suit,
action or proceeding relating to this Agreement or the enforcement of rights
hereunder; (f) subject to an agreement containing provisions substantially the
same as those of this Section, to (i) any Eligible Assignee of or Participant
in, or any prospective Eligible Assignee of or Participant in, any of its rights
or obligations under this Agreement or (ii) any direct or indirect contractual
counterparty or prospective counterparty (or such contractual counterparty's or
prospective counterparty's professional advisor) to any credit derivative
transaction relating to obligations of the Loan Parties; (g) with the consent of
the Borrower; (h) to the extent such Information (i) becomes publicly available
other than as a result of a breach of this Section or (ii) becomes available to
the Administrative Agent or any Lender on a nonconfidential basis from a source
other than the Borrower; or (i) to the National Association of Insurance
Commissioners or any other similar organization or any nationally recognized
rating agency that requires access to information about a Lender's or its
Affiliates' investment

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portfolio in connection with ratings issued with respect to such Lender or its
Affiliates. In addition, the Administrative Agent and the Lenders may disclose
the existence of this Agreement and information about this Agreement to market
data collectors, similar service providers to the lending industry, and service
providers to the Administrative Agent and the Lenders in connection with the
administration and management of this Agreement, the other Loan Documents, the
Revolving Commitments, and the Credit Extensions. For the purposes of this
Section, "Information" means all information received from any Loan Party
relating to any Loan Party or its business, other than any such information that
is available to the Administrative Agent or any Lender on a nonconfidential
basis prior to disclosure by any Loan Party; provided that, in the case of
information received from a Loan Party after the date hereof, such information
is clearly identified in writing at the time of delivery as confidential. Any
Person required to maintain the confidentiality of Information as provided in
this Section shall be considered to have complied with its obligation to do so
if such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own
confidential information. Notwithstanding anything herein to the contrary,
"Information" shall not include, and the Administrative Agent and each Lender
may disclose without limitation of any kind, any information with respect to the
"tax treatment" and "tax structure" (in each case, within the meaning of
Treasury Regulation Section 1.6011-4) of the transactions contemplated hereby
and all materials of any kind (including opinions or other tax analyses) that
are provided to the Administrative Agent or such Lender relating to such tax
treatment and tax structure; provided that with respect to any document or
similar item that in either case contains information concerning the tax
treatment or tax structure of the transaction as well as other information, this
sentence shall only apply to such portions of the document or similar item that
relate to the tax treatment or tax structure of the Loans, Letters of Credit and
transactions contemplated hereby.

         11.09 Set-off.

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

         11.10 Interest Rate Limitation.

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

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prepayments and the effects thereof, and (c) amortize, prorate, allocate, and
spread in equal or unequal parts the total amount of interest throughout the
contemplated term of the Obligations hereunder.

         11.11 Counterparts.

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

         11.12 Integration.

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

         11.13 Survival of Representations and Warranties.

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

         11.14 Severability.

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

         11.15  Tax Forms.

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

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

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

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

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

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<PAGE>

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

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

         11.16 Replacement of Lenders.

               Under any circumstances set forth herein providing that the
         Borrower shall have the right to replace a Lender as a party to this
         Agreement, the Borrower may, upon notice to such Lender and the
         Administrative Agent, replace such Lender by causing such Lender to
         assign its Revolving Commitment and outstanding Loans (with the
         assignment fee to be paid by the Borrower in such instance) pursuant to
         Section 11.07(b) to one or more other Lenders or Eligible Assignees
         procured by the Borrower. The Borrower shall (x) pay in full all
         principal, interest, fees and other amounts owing to such Lender
         through the date of replacement (including any amounts payable pursuant
         to Section 3.05), (y) provide appropriate assurances and indemnities
         (which may include letters of credit) to the L/C Issuer and the Swing
         Line Lender as each may reasonably require with respect to any
         continuing obligation to fund participation interests in any L/C
         Obligations or any Swing Line Loans then outstanding, and (z) release
         such Lender from its obligations under the Loan Documents. Any Lender
         being replaced shall execute and deliver an Assignment and Assumption
         with respect to such Lender's Revolving Commitment and outstanding
         Loans and participations in L/C Obligations and Swing Line Loans.

         11.17 Release of Collateral and Guarantees.

         The Administrative Agent hereby agrees with the Borrower that the
Administrative Agent shall, upon the request of the Borrower:

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

               (b) subordinate any Lien on any Property granted to or held by
         the Administrative Agent under any Loan Document to the holder of any
         Lien on such Property that is permitted by Section 8.03(c); and

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

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         11.18 Governing Law.

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

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

         11.19 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.

                            [SIGNATURE PAGES FOLLOW]

                                       88

<PAGE>

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

BORROWER:                           SCHOOL SPECIALTY, INC.
                                    a Wisconsin corporation

                                    By: /s/ Mary M. Kabacinski
                                        ----------------------
                                    Name: Mary M. Kabacinski
                                    Title: Chief Financial Officer

GUARANTORS:                         CHILDCRAFT EDUCATION CORP.,
                                    a New York corporation
                                    CLASSROOMDIRECT.COM, LLC,
                                    a Delaware limited liability company
                                    BIRD-IN-HAND WOODWORKS, INC.,
                                    a New Jersey corporation
                                    SPORTIME, LLC,
                                    a Delaware limited liability company
                                    GLOBAL VIDEO, LLC,
                                    a Wisconsin limited liability company
                                    PREMIER AGENDAS, INC.,
                                    a Washington corporation
                                    FREY SCIENTIFIC, INC.,
                                    a Delaware corporation
                                    AMALGAMATED WIDGETS, INC.,
                                    a Wisconsin corporation
                                    SAX ARTS & CRAFTS, INC.,
                                    a Delaware corporation

                                    By: /s/ Mary M. Kabacinski
                                        ----------------------
                                    Name: Mary M. Kabacinski
                                    Title: Treasurer

                           [Signature Pages Continue]

<PAGE>

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

                                   By: /s/ Casey Cosgrove
                                      -------------------
                                   Name:  Casey Cosgrove
                                   Title: Vice President

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

                                   By: /s/ Casey Cosgrove
                                      -------------------
                                   Name:  Casey Cosgrove
                                   Title: Vice President

                                   U.S. BANK NATIONAL ASSOCIATION

                                   By: /s/ Aimee Brantseg
                                      -------------------
                                   Name:  Aimee Brantseg
                                   Title: Corporate Banking Officer

                                   LASALLE BANK, NATIONAL ASSOCIATION

                                   By: /s/ Lou D. Banach
                                      ------------------
                                   Name:  Lou D. Banach
                                   Title: First Vice President & Sr. Lender

                                   M&I MARSHALL & ILSLEY BANK

                                   By: /s/ James R. Miller
                                      --------------------
                                   Name:  James R. Miller
                                   Title: Vice President

                                   BANK ONE, NA

                                   By: /s/ Randall J. Taylor
                                      ----------------------
                                   Name:  Randall J. Taylor
                                   Title: Managing Director

                                   HARRIS TRUST & SAVINGS BANK

                                   By: /s/ Michael M. Fordney
                                      ------------------------
                                   Name:  Michael M. Fordney
                                   Title: Vice President

                                   NATIONAL CITY BANK OF MICHIGAN/ILLINOIS

                                   By: /s/ Tiffany Cozzalino
                                      ----------------------
                                   Name:  Tiffany Cozzalino
                                   Title: Vice President

<PAGE>

                           [Signature Pages Continue]

<PAGE>

                                      ASSOCIATED BANK, N.A.

                                      By: /s/ Stephen E. Pasowicz
                                         ------------------------
                                      Name: Stephen E. Pasowicz
                                      Title: Vice President - Corporate Banking

                                      THE BANK OF NEW YORK

                                      By: /s/ Mike Wrigley
                                         -----------------
                                      Name: Mike Wrigley
                                      Title: Vice President

                                      UNION BANK OF CALIFORNIA, N.A.

                                      By: /s/ J. Scott Jessup
                                         --------------------
                                      Name: J. Scott Jessup
                                      Title: Vice President

                                      ST. FRANCIS BANK

                                      By: /s/ Paul W. Jelacic
                                         --------------------
                                      Name: Paul W. Jelacic
                                      Title: Vice President

                                      BANK OF SCOTLAND

                                      By: /s/ Annie Glynn
                                         ----------------
                                      Name: Annie Glynn
                                      Title: Senior Vice President