<PAGE>

                                                                    EXHIBIT 10.1

              SECOND AMENDED AND RESTATED REVOLVING LOAN AGREEMENT

                          Dated as of January 31, 2005

                                      among

                                  VIASAT, INC.

                            THE LENDERS HEREIN NAMED

                         UNION BANK OF CALIFORNIA, N.A.,
                             as Administrative Agent

                                       and

                                 COMERICA BANK,
                               as Collateral Agent

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                           Page
                                                                                                           ----
<S>                                                                                                        <C>
Article 1 DEFINITIONS AND ACCOUNTING TERMS.................................................................  1
         1.1      Defined Terms............................................................................  1
         1.2      Use of Defined Terms..................................................................... 22
         1.3      Accounting Terms......................................................................... 22
         1.4      Rounding................................................................................. 23
         1.5      Exhibits and Schedules................................................................... 23
         1.6      References to "Borrower and its Subsidiaries"............................................ 23
         1.7      Miscellaneous Terms...................................................................... 23

Article 2 LOANS AND LETTERS OF CREDIT...................................................................... 24
         2.1      Loans - General.......................................................................... 24
         2.2      Alternate Base Rate Loans................................................................ 25
         2.3      Eurodollar Rate Loans.................................................................... 25
         2.4      Letters of Credit........................................................................ 25
         2.5      Voluntary Reduction of Commitment........................................................ 29
         2.6      Administrative Agent's Right to Assume Funds Available for Advances...................... 29
         2.7      Collateral............................................................................... 30

Article 3 PAYMENTS AND FEES................................................................................ 31
         3.1      Principal and Interest................................................................... 31
         3.2      Closing Date Fees........................................................................ 32
         3.3      Commitment Fee........................................................................... 32
         3.4      Letter of Credit Fees.................................................................... 32
         3.5      Increased Commitment Costs............................................................... 33
         3.6      Eurodollar Costs and Related Matters..................................................... 34
         3.7      Late Payments............................................................................ 37
         3.8      Computation of Interest and Fees......................................................... 37
         3.9      Non-Banking Days......................................................................... 38
         3.10     Manner and Treatment of Payments......................................................... 38
         3.11     Funding Sources.......................................................................... 39
         3.12     Failure to Charge Not Subsequent Waiver.................................................. 39
         3.13     Administrative Agent's Right to Assume Payments Will be Made............................. 39
         3.14     Fee Determination Detail................................................................. 40
         3.15     Survivability............................................................................ 40

Article 4 REPRESENTATIONS AND WARRANTIES................................................................... 41
         4.1      Existence and Qualification; Power; Compliance With Laws................................. 41
         4.2      Authority; Compliance With Other Agreements and Instruments and Government Regulations... 41
         4.3      No Governmental Approvals Required....................................................... 42
         4.4      Subsidiaries............................................................................. 42
         4.5      Financial Statements..................................................................... 43
         4.6      No Other Liabilities; No Material Adverse Changes........................................ 43
</TABLE>

                                       -i-

<PAGE>

<TABLE>
<S>                                                                                                         <C>
         4.7      Intentionally Deleted.................................................................... 43
         4.8      Intangible Assets........................................................................ 43
         4.9      Public Utility Holding Company Act....................................................... 43
         4.10     Litigation............................................................................... 43
         4.11     Binding Obligations...................................................................... 44
         4.12     No Default............................................................................... 44
         4.13     ERISA.................................................................................... 44
         4.14     Regulation U; Investment Company Act..................................................... 44
         4.15     Disclosure............................................................................... 44
         4.16     Tax Liability............................................................................ 45
         4.17     Projections.............................................................................. 45
         4.18     Hazardous Materials...................................................................... 45
         4.19     Security Interests....................................................................... 45

Article 5 AFFIRMATIVE COVENANTS............................................................................ 46
         5.1      Payment of Taxes and Other Potential Liens............................................... 46
         5.2      Preservation of Existence................................................................ 46
         5.3      Maintenance of Properties................................................................ 46
         5.4      Maintenance of Insurance................................................................. 46
         5.5      Compliance With Laws..................................................................... 47
         5.6      Inspection Rights........................................................................ 47
         5.7      Keeping of Records and Books of Account.................................................. 47
         5.8      Compliance With Agreements............................................................... 47
         5.9      Use of Proceeds.......................................................................... 47
         5.10     Hazardous Materials Laws................................................................. 47
         5.11     Syndication Process...................................................................... 48
         5.12     Future Subsidiaries; Additional Security Documentation................................... 48

Article 6 NEGATIVE COVENANTS............................................................................... 49
         6.1      Payment of Subordinated Obligations...................................................... 49
         6.2      Disposition of Property.................................................................. 49
         6.3      Mergers.................................................................................. 49
         6.4      Hostile Acquisitions..................................................................... 49
         6.5      Acquisitions............................................................................. 49
         6.6      Distributions............................................................................ 50
         6.7      ERISA.................................................................................... 50
         6.8      Change in Nature of Business............................................................. 50
         6.9      Liens.................................................................................... 50
         6.10     Indebtedness and Guaranty Obligations.................................................... 51
         6.11     Transactions with Affiliates............................................................. 51
         6.12     Intentionally Omitted.................................................................... 52
         6.13     EBITDA................................................................................... 52
         6.14     Tangible Net Worth....................................................................... 52
         6.15     Quick Ratio.............................................................................. 52
         6.16     Investments.............................................................................. 52
         6.17     Capital Expenditures..................................................................... 53
         6.18     Amendments to Subordinated Obligations................................................... 53
</TABLE>

                                      -ii-
<PAGE>

<TABLE>
<S>                                                                                                         <C>
         6.19     Changes in Officers, Name, Location of Chief Executive Offices, Etc...................... 53

Article 7 INFORMATION AND REPORTING REQUIREMENTS........................................................... 54
         7.1      Financial and Business Information....................................................... 54
         7.2      Intentionally Omitted.................................................................... 56
         7.3      Compliance Certificates.................................................................. 56

Article 8 CONDITIONS....................................................................................... 57
         8.1      Initial Credit Issuance.................................................................. 57
         8.2      Any Advance.............................................................................. 58

Article 9 EVENTS OF DEFAULT AND REMEDIES UPON EVENT OF DEFAULT............................................. 60
         9.1      Events of Default........................................................................ 60
         9.2      Remedies Upon Event of Default........................................................... 62

Article 10 THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT............................................... 64
         10.1     Appointment and Authorization............................................................ 64
         10.2     The Agents and Their Affiliates.......................................................... 64
         10.3     Proportionate Interest in any Collateral................................................. 64
         10.4     Lenders' Credit Decisions................................................................ 65
         10.5     Action by Administrative Agent and Collateral Agent...................................... 65
         10.6     Liability of Agents...................................................................... 66
         10.7     Indemnification.......................................................................... 67
         10.8     Successor Agents......................................................................... 67
         10.9     No Obligations of Borrower............................................................... 68

Article 11 MISCELLANEOUS................................................................................... 69
         11.1     Cumulative Remedies; No Waiver........................................................... 69
         11.2     Amendments; Consents..................................................................... 69
         11.3     Costs, Expenses and Taxes................................................................ 70
         11.4     Nature of Lenders' Obligations........................................................... 71
         11.5     Survival of Representations and Warranties............................................... 71
         11.6     Notices.................................................................................. 71
         11.7     Execution of Loan Documents.............................................................. 71
         11.8     Binding Effect; Assignment............................................................... 72
         11.9     Right of Setoff.......................................................................... 74
         11.10    Sharing of Setoffs....................................................................... 74
         11.11    Indemnity by Borrower.................................................................... 75
         11.12    Nonliability of the Lenders.............................................................. 76
         11.13    No Third Parties Benefited............................................................... 77
         11.14    Confidentiality.......................................................................... 77
         11.15    Further Assurances....................................................................... 77
         11.16    Integration.............................................................................. 78
         11.17    Governing Law; JURISDICTION AND VENUE.................................................... 78
         11.18    Severability of Provisions............................................................... 78
         11.19    Headings................................................................................. 78
         11.20    Time of the Essence...................................................................... 78
</TABLE>

                                      -iii-

<PAGE>

<TABLE>
<S>                                                                                                         <C>
         11.21    Foreign Lenders and Participants......................................................... 78
         11.22    Hazardous Material Indemnity............................................................. 79
         11.23    Waiver of Right to Trial by Jury......................................................... 80
         11.24    Purported Oral Amendments................................................................ 80
</TABLE>

Exhibits

A        -        Commitment Assignment and Acceptance
B        -        Compliance Certificate
C        -        Opinion of Counsel
D        -        Pledge Agreement
E        -        Pricing Certificate
F        -        Request for Letter of Credit
G        -        Request for Loan
H        -        Revolving Note
I        -        Security Agreement
J        -        Subsidiary Guaranty
K        -        Subsidiary Security Agreement
L        -        Investment Policy

Schedules

1.1               Lender Commitments
2.4               Existing Letters of Credit
4.4               Subsidiaries
4.6               Material Adverse Changes
4.8               Trade Names
4.10              Material Litigation
4.18              Hazardous Materials Matters
6.9               Existing Liens
6.10              Existing Indebtedness and Guaranty Obligations
6.11              Transactions with Affiliates
6.16              Existing Investments

                                      -iv-

<PAGE>

              SECOND AMENDED AND RESTATED REVOLVING LOAN AGREEMENT

                          Dated as of January 31, 2005

            THIS SECOND AMENDED AND RESTATED REVOLVING LOAN AGREEMENT (this
"Agreement") is entered into by and among ViaSat, Inc., a Delaware corporation
("Borrower"), each lender whose name is set forth on the signature pages of this
Agreement and each lender which may hereafter become a party to this Agreement
pursuant to Section 11.8 (collectively, the "Lenders" and individually, a
"Lender"), Union Bank of California, N.A., as Administrative Agent, and Comerica
Bank, as Collateral Agent, with reference to the following facts:

                                    RECITALS

            A.    Borrower, Union Bank and Comerica Bank (collectively, the
"Existing Lenders"), as lenders, Union Bank, as administrative agent, and
Comerica Bank, as collateral agent, are parties to the Amended and Restated
Revolving Loan Agreement dated as of December 31, 2002, as amended
(collectively, the "Existing Loan Agreement"), pursuant to which the Existing
Lenders provided Borrower with various credit facilities.

            B.    Borrower, the Lenders, the Administrative Agent and the
Collateral Agent wish to enter into this Agreement, which shall amend, restate,
replace and supercede (but shall not constitute a novation of) the Existing Loan
Agreement and which hereinafter shall govern the credit facilities provided to
Borrower by Union Bank, Comerica and the other Lenders which now or hereafter
are parties to this Agreement.

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

                                   Article 1
                        DEFINITIONS AND ACCOUNTING TERMS

      1.1   Defined Terms. As used in this Agreement, the following terms shall
have the respective meanings set forth below:

            "Acquisition" means any transaction, or any series of related
      transactions, consummated after the Closing Date, by which Borrower and/or
      any of its Subsidiaries directly or indirectly (a) acquires any ongoing
      business or all or substantially all of the assets of any Person engaged
      in any ongoing business, whether through a purchase of assets, a merger or
      otherwise, (b) acquires control of securities of a Person engaged in an
      ongoing business representing more than 50% of the ordinary voting power
      for the election of directors or other governing position if the business
      affairs of such Person are managed by a board of directors or other
      governing body or (c) acquires control of more than 50% of the ownership
      interest in any partnership, joint venture, limited liability company,
      business trust or other Person engaged in an ongoing business that is not
      managed by a board of directors or other governing body.

                                       -1-

<PAGE>

            "Administrative Agent" means Union Bank of California, N.A. when
      acting in its capacity as the Administrative Agent under any of the Loan
      Documents, or any successor Administrative Agent.

            "Administrative Agent's Office" means the Administrative Agent's
      address as set forth on the signature pages of this Agreement, or such
      other address as the Administrative Agent hereafter may designate by
      written notice to Borrower and the Lenders.

            "Advance" means any advance made or to be made by any Lender to
      Borrower as provided in Article 2, and includes each Alternate Base Rate
      Advance and Eurodollar Rate Advance.

            "Affiliate" means, as to any Person, any other Person which directly
      or indirectly controls, or is under common control with, or is controlled
      by, such Person. As used in this definition, "control" (and the
      correlative terms, "controlled by" and "under common control with") shall
      mean possession, directly or indirectly, of power to direct or cause the
      direction of management or policies (whether through ownership of
      securities or partnership or other ownership interests, by contract or
      otherwise); provided that, in any event, any Person that owns, directly or
      indirectly, 10% or more of the securities having ordinary voting power for
      the election of directors or other governing body of a corporation that
      has more than 100 record holders of such securities, or 10% or more of the
      partnership or other ownership interests of any other Person that has more
      than 100 record holders of such interests, will be deemed to be an
      Affiliate of such corporation, partnership or other Person.

            "Agreement" means this Second Amended and Restated Revolving Loan
      Agreement, either as originally executed or as it may from time to time be
      supplemented, modified, amended, restated or extended.

            "Aggregate Effective Amount" means, as of any date of determination
      and with respect to all Letters of Credit then outstanding, the sum of (a)
      the aggregate effective face amounts of all such Letters of Credit not
      then paid by the Issuing Lender plus (b) the aggregate amounts paid by the
      Issuing Lender under such Letters of Credit not then reimbursed to the
      Issuing Lender by Borrower pursuant to Section 2.4(d) and not the subject
      of Advances made pursuant to Section 2.4(e).

            "Alternate Base Rate" means, as of any date of determination, the
      rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%)
      equal to the higher of (a) the Prime Rate in effect on such date and (b)
      the Federal Funds Rate in effect on such date plus -1/2 of 1% (50 basis
      points).

            "Alternate Base Rate Advance" means an Advance under the Revolving
      Commitment made hereunder and specified to be an Alternate Base Rate
      Advance in accordance with Article 2.

            "Alternate Base Rate Loan" means a Revolving Loan made hereunder and
      specified to be an Alternate Base Rate Loan in accordance with Article 2.

                                       -2-

<PAGE>

            "Applicable Alternate Base Rate Margin" means, for each Pricing
      Period, the interest rate margin set forth below (expressed in basis
      points per annum) opposite the Applicable Pricing Level for that Pricing
      Period:

<TABLE>
<CAPTION>
 Applicable
Pricing Level                       Margin
-------------
<S>                                 <C>
       I                               0
      II                               0
     III                               0
</TABLE>

            "Applicable Commitment Fee Rate" means, for each Pricing Period, the
      rate set forth below (expressed in basis points per annum) opposite the
      Applicable Pricing Level for that Pricing Period:

<TABLE>
<CAPTION>
 Applicable
Pricing Level                 Commitment Fee Rate
-------------                 -------------------
<S>                           <C>
       I                              12.5
      II                              25.0
     III                              37.5
</TABLE>

            "Applicable Eurodollar Rate Margin" means, for each Pricing Period,
      the interest rate margin set forth below (expressed in basis points per
      annum) opposite the Applicable Pricing Level for that Pricing Period:

<TABLE>
<CAPTION>
  Applicable                         Margin
Pricing Level
-------------
<S>                                  <C>
        I                              125
       II                              150
      III                              175
</TABLE>

            "Applicable Pricing Level" means, for each Pricing Period, the
      pricing level set forth below opposite the Funded Debt to EBITDA Ratio as
      of the last day of the Fiscal Quarter most recently ended prior to the
      commencement of that Pricing Period:

<TABLE>
<CAPTION>
Pricing Level                   Funded Debt to EBITDA Ratio
-------------            ------------------------------------------
<S>                      <C>
       I                           Less than 1.00 to 1.00
      II                 Less than 1.50 to 1.00 but greater than or
                                   equal to 1.00 to 1.00
     III                   Greater than or equal to 1.50 to 1.00
</TABLE>

                                       -3-

<PAGE>

provided that (i) in the event that Borrower does not deliver a Pricing
Certificate with respect to any Pricing Period prior to the commencement of such
Pricing Period, then until such Pricing Certificate is delivered, the Applicable
Pricing Level for that Pricing Period shall be Pricing Level III, but once
Borrower has delivered a Pricing Certificate with respect to such Pricing
Period, then any resulting change in the Applicable Pricing Level shall be made
retroactively to the beginning of such Pricing Period, and (ii) if any Pricing
Certificate is subsequently determined to be in error, then any resulting change
in the Applicable Pricing Level shall be made retroactively to the beginning of
the relevant Pricing Period.

            "Arranger" means Union Bank.

            "Bandwidth Capital Expenditures" means Capital Expenditures made by
      Borrower or any of its Subsidiaries to purchase or lease satellite
      transponder capacity; provided that such satellite transponder capacity is
      accounted for as a capital transaction in Borrower's consolidated balance
      sheet.

            "Bank Products" means any one or more of the following types of
      services or facilities extended to Borrower by any Lender or any Affiliate
      of a Lender in reliance on such Lender's agreement to indemnify such
      Affiliate: (i) credit cards; (ii) automated clearing house transfer or
      funds; (iii) overdrafts; (iv) interest rate swap transactions; and (v)
      foreign exchange contracts.

            "Banking Day" means any Monday, Tuesday, Wednesday, Thursday or
      Friday, other than a day on which banks are authorized or required to be
      closed in California or New York.

            "Capital Expenditure" means any expenditure by Borrower or any of
      its Subsidiaries for or related to fixed assets or purchased intangibles
      that is treated as a capital expenditure under GAAP, including any amount
      which is required to be treated as an asset subject to a Capital Lease
      Obligation. The amount of Capital Expenditures in respect of fixed assets
      purchased or constructed by Borrower or any of its Subsidiaries in any
      fiscal period shall be net of (a) any net sales proceeds received during
      such fiscal period by Borrower or such Subsidiary for fixed assets sold by
      Borrower or such Subsidiary and (b) any casualty insurance proceeds
      received during such fiscal period by Borrower or such Subsidiary for
      casualties to fixed assets and applied to the repair or replacement
      thereof.

            "Capital Lease Obligations" means all monetary obligations of a
      Person under any leasing or similar arrangement which, in accordance with
      GAAP, is classified as a capital lease.

            "Cash" means, when used in connection with any Person, all monetary
      and non-monetary items owned by that Person that are treated as cash in
      accordance with GAAP, consistently applied.

            "Cash Equivalents" means money-market instruments of the type
      described in Borrower's Investment Policy, a copy of which is attached
      hereto as Exhibit K.

                                       -4-

<PAGE>

            "Cash Income Taxes" means, with respect to any fiscal period, taxes
      on or measured by the income of Borrower that are paid or currently
      payable in Cash by Borrower during that fiscal period.

            "Cash Interest Expense" means Interest Expense that is paid or
      currently payable in Cash.

            "Certificate" means a certificate signed by a Senior Officer or
      Responsible Official (as applicable) of the Person providing the
      certificate.

            "Change in Control" means (a) any transaction or series of related
      transactions in which any Unrelated Person or two or more Unrelated
      Persons acting in concert acquire beneficial ownership (within the meaning
      of Rule 13d-3(a)(1) under the Securities Exchange Act of 1934, as
      amended), directly or indirectly, of 35% or more of the outstanding Common
      Stock, (b) Borrower consolidates with or merges into another Person or
      conveys, transfers or leases its properties and assets substantially as an
      entirety to any Person or any Person consolidates with or merges into
      Borrower, in either event pursuant to a transaction in which the
      outstanding Common Stock is changed into or exchanged for cash, securities
      or other property, with the effect that any Unrelated Person becomes the
      beneficial owner, directly or indirectly, of 35% or more of Common Stock
      or that the Persons who were the holders of Common Stock immediately prior
      to the transaction hold less than 65% of the common stock of the surviving
      corporation after the transaction, or (c) during any period of 24
      consecutive months, individuals who at the beginning of such period
      constituted the board of directors of Borrower (together with any new or
      replacement directors whose election by the board of directors, or whose
      nomination for election, was approved by a vote of at least a majority of
      the directors then still in office who were either directors at the
      beginning of such period or whose election or nomination for reelection
      was previously so approved) cease for any reason to constitute a majority
      of the directors then in office. For purposes of the foregoing, the term
      "Unrelated Person" means any Person other than (i) a Subsidiary of
      Borrower or (ii) an employee stock ownership plan or other employee
      benefit plan covering the employees of Borrower and its Subsidiaries.

            "Closing Date" means the time and Banking Day on which the
      conditions set forth in Section 8.1 are satisfied or waived. The
      Administrative Agent shall notify Borrower, the Lenders and the Collateral
      Agent of the date that is the Closing Date.

            "Code" means the Internal Revenue Code of 1986, as amended or
      replaced and as in effect from time to time.

            "Collateral" means all of the collateral covered by the Security
      Agreement and the Pledge Agreement.

            "Collateral Agent" means Comerica when acting in its capacity as the
      Collateral Agent under any of the Loan Documents, or any successor
      Collateral Agent.

                                       -5-

<PAGE>

            "Comerica" means Comerica Bank, a Michigan banking corporation,
      successor-in-interest to Comerica Bank - California.

            "Commercial Letter of Credit" means each Letter of Credit issued to
      support the purchase of goods by Borrower which is determined to be a
      commercial letter of credit by the Issuing Lender.

            "Commitment" means, subject to Section 2.5, $60,000,000. The
      respective Pro Rata Shares of the Lenders with respect to the Commitment
      are set forth in Schedule 1.1.

            "Commitment Assignment and Acceptance" means a commitment assignment
      and acceptance substantially in the form of Exhibit A.

            "Common Stock" means the common stock of Borrower or its successor.

            "Compliance Certificate" means a certificate in the form of Exhibit
      B, properly completed and signed by a Senior Officer of Borrower.

            "Contractual Obligation" means, as to any Person, any provision of
      any outstanding security issued by that Person or of any material
      agreement, instrument or undertaking to which that Person is a party or by
      which it or any of its Property is bound.

            "Credit Issuance" means the making of an Advance or the issuance of
      a Letter of Credit.

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

            "Default" means any event that, with the giving of any applicable
      notice or passage of time specified in Section 9.1, or both, would be an
      Event of Default.

            "Default Rate" has the meaning given in Section 3.1(d).

            "Designated Deposit Account" means a deposit account to be
      maintained by Borrower with Union Bank or one of its Affiliates, as from
      time to time designated by Borrower by written notification to the
      Administrative Agent.

            "Designated Eurodollar Market" means, with respect to any Eurodollar
      Rate Loan, the London Eurodollar Market.

            "Disqualified Stock" means any capital stock, warrants, options or
      other rights to acquire capital stock (but excluding any debt security
      which is convertible, or exchangeable, for capital stock), which, by its
      terms (or by the terms of any security

                                       -6-

<PAGE>

      into which it is convertible or for which it is exchangeable), or upon the
      happening of any event, matures or is mandatorily redeemable, pursuant to
      a sinking fund obligation or otherwise, or is redeemable at the option of
      the holder thereof, in whole or in part, on or prior to the Revolving Loan
      Maturity Date.

            "Disposition" means the sale, transfer or other disposition in any
      single transaction or series of related transactions of any asset, or
      group of related assets, of Borrower or any of its Subsidiaries (a) which
      asset or assets constitute a line of business or substantially all the
      assets of Borrower or the Subsidiary or (b) the aggregate amount of the
      Net Cash Sales Proceeds of such assets is more than $2,000,000, other than
      (i) inventory or other assets sold or otherwise disposed of in the
      ordinary course of business of Borrower or its Subsidiary or normal in the
      industry, (ii) equipment sold or otherwise disposed of where substantially
      similar equipment in replacement thereof has theretofore been acquired, or
      thereafter within 90 days is acquired, by Borrower or its Subsidiary and
      (iii) assets no longer useful in the business of Borrower and its
      Subsidiaries.

            "Distribution" means, with respect to any shares of capital stock or
      any warrant or option to purchase an equity security or other equity
      security issued by a Person, (a) the retirement, redemption, purchase or
      other acquisition for Cash or for Property by such Person of any such
      security, (b) the declaration or (without duplication) payment by such
      Person of any dividend in Cash or in Property on or with respect to any
      such security, (c) any Investment by such Person in the holder of 5% or
      more of any such security if a purpose of such Investment is to avoid
      characterization of the transaction as a Distribution and (d) any other
      payment in Cash or Property by such Person constituting a distribution
      under applicable Laws with respect to such security.

            "Dollars" or "$" means United States of America dollars.

            "EBITDA" means, with respect to any fiscal period and with respect
      to Borrower and its Subsidiaries on a consolidated basis, the sum of (a)
      income from operations as set forth on Borrower's GAAP statement of
      operation, plus (b) depreciation, plus (c) amortization (without
      duplication).

            "Eligible Assignee" means (a) another Lender, (b) with respect to
      any Lender, any Affiliate of that Lender, (c) any commercial bank having
      total assets of $1,000,000,000 or more, (d) any (i) savings bank, savings
      and loan association or similar financial institution or (ii) insurance
      company engaged in the business of writing insurance which, in either case
      (A) has total assets of $1,000,000,000 or more, (B) is engaged in the
      business of lending money and extending credit under credit facilities
      substantially similar to those extended under this Agreement and (C) is
      operationally and procedurally able to meet the obligations of a Lender
      hereunder to the same degree as a commercial bank and (e) any other
      financial institution (including a mutual fund or other fund) having total
      assets of $1,000,000,000 or more which meets the requirements set forth in
      subclauses (B) and (C) of clause (d) above; provided that each Eligible
      Assignee must either (aa) be organized under the Laws of the United States
      of America, any State thereof or the District of Columbia or be

                                       -7-

<PAGE>

      organized under the Laws of the Cayman Islands or any country which is a
      member of the Organization for Economic Cooperation and Development, or a
      political subdivision of such a country, and (i) act hereunder through a
      branch, agency or funding office located in the United States of America
      and (ii) be exempt from withholding of tax on interest and deliver the
      documents related thereto pursuant to Section 11.21.

            "ERISA" means the Employee Retirement Income Security Act of 1974,
      and any regulations or rulings issued pursuant thereto, as amended or
      replaced and as in effect from time to time.

            "ERISA Affiliate" means each Person (whether or not incorporated)
      which is required to be aggregated with Borrower pursuant to Section 414
      of the Code.

            "Eurodollar Banking Day" means any Banking Day on which dealings in
      Dollar deposits are conducted by and among banks in the Designated
      Eurodollar Market.

            "Eurodollar Lending Office" means, as to each Lender, its office or
      branch so designated by written notice to Borrower and the Administrative
      Agent as its Eurodollar Lending Office. If no Eurodollar Lending Office is
      designated by a Lender, its Eurodollar Lending Office shall be its office
      at its address for purposes of notices hereunder.

            "Eurodollar Market" means a regular established market located
      outside the United States of America by and among banks for the
      solicitation, offer and acceptance of Dollar deposits in such banks.

            "Eurodollar Obligations" means eurocurrency liabilities, as defined
      in Regulation D or any comparable regulation of any Governmental Agency
      having jurisdiction over any Lender.

            "Eurodollar Period" means, as to each Eurodollar Rate Loan, the
      period commencing on the date specified by Borrower pursuant to Section
      2.1(c) and ending 1, 2, 3 or, if available, 6 months (or, with the written
      consent of all of the Lenders, any other period) thereafter, as specified
      by Borrower in the applicable Request for Loan; provided that:

                  (a)   The first day of any Eurodollar Period shall be a
            Eurodollar Banking Day;

                  (b)   Any Eurodollar Period that would otherwise end on a day
            that is not a Eurodollar Banking Day shall be extended to the
            immediately succeeding Eurodollar Banking Day unless such Eurodollar
            Banking Day falls in another calendar month, in which case such
            Eurodollar Period shall end on the immediately preceding Eurodollar
            Banking Day; and

                                       -8-

<PAGE>

                  (c)   No Eurodollar Period shall extend beyond the Revolving
            Loan Maturity Date.

            "Eurodollar Rate" means, with respect to any Eurodollar Rate Loan,
      the average of the interest rates per annum (rounded upward, if necessary,
      to the next 1/16 of 1%) at which deposits in Dollars are offered to the
      Administrative Agent in the Designated Eurodollar Market at or about 11:00
      a.m. local time in the Designated Eurodollar Market, two (2) Eurodollar
      Banking Days before the first day of the applicable Eurodollar Period in
      an aggregate amount approximately equal to the amount of the Advance to be
      made by the Administrative Agent with respect to such Eurodollar Rate Loan
      and for a period of time comparable to the number of days in the
      applicable Eurodollar Period.

            "Eurodollar Rate Advance" means an Advance made hereunder and
      specified to be a Eurodollar Rate Advance in accordance with Article 2.

            "Eurodollar Rate Loan" means a Loan made hereunder and specified to
      be a Eurodollar Rate Loan in accordance with Article 2.

            "Event of Default" shall have the meaning provided in Section 9.1.

            "Existing Letters of Credit" means the letters of credit, if any,
      outstanding on the Closing Date and listed on Schedule 2.4.

            "Existing Loan Agreement" shall have the meaning provided in the
      recitals to this Agreement.

            "Fiscal Quarter" means the fiscal quarter of Borrower ending on each
      June 30, September 30, December 31 and March 31.

            "Fiscal Year" means the fiscal year of Borrower ending on each March
      31.

            "Foreign Subsidiary" means a Subsidiary of Borrower that is
      organized under the Laws of a country (or political subdivision thereof)
      other than the United States of America.

            "Funded Debt" means, as to any Person, the types of Indebtedness
      listed in clauses (a) (excluding Guarantee Obligations), (c), (d) and (e)
      (excluding (i) contingent obligations and (ii) letters of credit
      referenced in clause (e) of the definition of "Indebtedness" to the extent
      such letters of credit are standby letters of credit and have not been
      drawn upon) of the definition of "Indebtedness".

            "Funded Debt to EBITDA Ratio" means, as of the last day of any
      Fiscal Quarter, the ratio of (a) all Funded Debt of Borrower and its
      Subsidiaries on that date to (b) EBITDA for the fiscal period consisting
      of the four (4) Fiscal Quarters ended on that date.

                                       -9-

<PAGE>

            "GAAP" means, as of any date of determination, accounting principles
      (a) set forth as generally accepted in then currently effective Opinions
      of the Accounting Principles Board of the American Institute of Certified
      Public Accountants, (b) set forth as generally accepted in then currently
      effective Statements of the Financial Accounting Standards Board or (c)
      that are then approved by such other entity as may be approved by a
      significant segment of the accounting profession in the United States of
      America. The term "consistently applied," as used in connection therewith,
      means that the accounting principles applied are consistent in all
      material respects with those applied at prior dates or for prior periods.

            "Government Securities" means readily marketable (a) direct full
      faith and credit obligations of the United States of America or
      obligations guaranteed by the full faith and credit of the United States
      of America and (b) obligations of an agency or instrumentality of, or
      corporation owned, controlled or sponsored by, the United States of
      America that are generally considered in the securities industry to be
      implicit obligations of the United States of America.

            "Governmental Agency" means (a) any international, foreign, federal,
      state, county or municipal government, or political subdivision thereof,
      (b) any governmental or quasi-governmental agency, authority, board,
      bureau, commission, department, instrumentality or public body or (c) any
      court or administrative tribunal of competent jurisdiction.

            "Guaranty Obligation" means, as to any Person, any (a) guarantee by
      that Person of Indebtedness of, or other obligation performable by, any
      other Person or (b) assurance given by that Person to an obligee of any
      other Person with respect to the performance of an obligation by, or the
      financial condition of, such other Person, whether direct, indirect or
      contingent, including any purchase or repurchase agreement covering such
      obligation or any collateral security therefor, any agreement to provide
      funds (by means of loans, capital contributions or otherwise) to such
      other Person, any agreement to support the solvency or level of any
      balance sheet item of such other Person or any "keep-well" or other
      arrangement of whatever nature given for the purpose of assuring or
      holding harmless such obligee against loss with respect to any obligation
      of such other Person; provided, however, that the term Guaranty Obligation
      shall not include endorsements of instruments for deposit or collection in
      the ordinary course of business. The amount of any Guaranty Obligation in
      respect of Indebtedness shall be deemed to be an amount equal to the
      stated or determinable amount of the related Indebtedness (unless the
      Guaranty Obligation is limited by its terms to a lesser amount, in which
      case to the extent of such amount) or, if not stated or determinable, the
      maximum reasonably anticipated liability in respect thereof as determined
      by the Person in good faith. The amount of any other Guaranty Obligation
      shall be deemed to be zero unless and until the amount thereof has been
      (or in accordance with Financial Accounting Standards Board Statement No.
      5 should be) quantified and reflected or disclosed in the consolidated
      financial statements (or notes thereto) of Borrower.

                                      -10-
<PAGE>
            "Hazardous Materials" means substances defined as "hazardous
      substances" pursuant to the Comprehensive Environmental Response,
      Compensation and Liability Act of 1980, 42 U.S.C. Section 9601 et seq., or
      as "hazardous", "toxic" or "pollutant" substances or as "solid waste"
      pursuant to the Hazardous Materials Transportation Act, 49 U.S.C. Section
      1801, et seq., the Resource Conservation and Recovery Act, 42 U.S.C.
      Section 6901, et seq., or as "friable asbestos" pursuant to the Toxic
      Substances Control Act, 15 U.S.C. Section 2601 et seq. or any other
      applicable Hazardous Materials Law, in each case as such Laws are amended
      from time to time.

            "Hazardous Materials Laws" means all Laws governing the treatment,
      transportation or disposal of Hazardous Materials applicable to any of the
      Real Property.

            "Indebtedness" means, as to any Person (without duplication), (a)
      indebtedness of such Person for borrowed money or for the deferred
      purchase price of Property (excluding trade and other accounts payable in
      the ordinary course of business in accordance with ordinary trade terms),
      including any Guaranty Obligation for any such indebtedness, (b)
      indebtedness of such Person of the nature described in clause (a) that is
      non-recourse to the credit of such Person but is secured by assets of such
      Person, to the extent of the fair market value of such assets as
      determined in good faith by such Person, (c) Capital Lease Obligations of
      such Person, (d) indebtedness of such Person arising under bankers'
      acceptance facilities, (e) any direct or contingent obligations of such
      Person under letters of credit issued for the account of such Person and
      (f) any net obligations of such Person under Interest Rate Protection
      Agreements.

            "Intangible Assets" means assets that are considered intangible
      assets under GAAP, including customer lists, goodwill, covenants not to
      compete, copyrights, trade names, trademarks, licenses and patents.

            "Interest Expense" means, with respect to any Person and as of the
      last day of any fiscal period, the sum of (a) all interest, fees, charges
      and related expenses (in each case as such expenses are calculated
      according to GAAP) paid or payable (without duplication) for that fiscal
      period by that Person to a lender in connection with borrowed money
      (including any obligations for fees, charges and related expenses payable
      to the issuer of any letter of credit) or the deferred purchase price of
      assets that are considered "interest expense" under GAAP plus (b) the
      portion of rent paid or payable (without duplication) for that fiscal
      period by that Person under Capital Lease Obligations that should be
      treated as interest in accordance with Financial Accounting Standards
      Board Statement No. 13.

            "Interest Rate Protection Agreement" means a written agreement
      between Borrower and one or more financial institutions providing for
      "swap", "cap", "collar" or other interest rate protection with respect to
      any Indebtedness.

            "Investment" means, when used in connection with any Person, any
      investment by or of that Person, whether by means of purchase or other
      acquisition of stock or other securities of any other Person or by means
      of a loan, advance creating a debt,

                                      -11-
<PAGE>

      capital contribution, guaranty or other debt or equity participation or
      interest in any other Person, including any partnership and joint venture
      interests of such Person. The amount of any Investment shall be the amount
      actually invested (minus any return of capital with respect to such
      Investment which has actually been received in Cash or has been converted
      into Cash), without adjustment for subsequent increases or decreases in
      the value of such Investment.

            "Issuing Lender" means Union Bank.

            "Joint Venture" means any Investment by Borrower in any Person that
      is not a Wholly-Owned Subsidiary of Borrower, which Person is engaged in
      the same or a similar line of business as Borrower.

            "Laws" means, collectively, all international, foreign, federal,
      state and local statutes, treaties, rules, regulations, ordinances, codes
      and administrative or judicial precedents.

            "Lender" means each lender whose name is set forth in the signature
      pages of this Agreement and each lender which may hereafter become a party
      to this Agreement pursuant to Section 11.8.

            "Letters of Credit" means (a) the Existing Letters of Credit and (b)
      any of the Commercial Letters of Credit or Standby Letters of Credit
      issued by the Issuing Lender under the Commitment pursuant to Section 2.4,
      either as originally issued or as the same may be supplemented, modified,
      amended, renewed, extended or supplanted.

            "Lien" means any mortgage, deed of trust, pledge, hypothecation,
      assignment for security, security interest, encumbrance, lien or charge of
      any kind, whether voluntarily incurred or arising by operation of Law or
      otherwise, affecting any Property, including any conditional sale or other
      title retention agreement, any lease in the nature of a security interest,
      and/or the filing of any financing statement (other than a precautionary
      financing statement with respect to a lease that is not in the nature of a
      security interest) under the Uniform Commercial Code or comparable Law of
      any jurisdiction with respect to any Property.

            "Loan" means, as the context may require, the amount of a particular
      Advance made or to be made, or the aggregate of the Advances made at any
      one time by the Lenders pursuant to Section 2.1.

            "Loan Documents" means, collectively, this Agreement, the Notes, the
      Pledge Agreement, the Subsidiary Guaranty, the Security Agreement, the
      Subsidiary Security Agreement and any other agreements of any type or
      nature hereafter executed and delivered by Borrower or any of the
      Subsidiary Guarantors to the Administrative Agent, the Collateral Agent or
      to any Lender in any way relating to or in furtherance of this Agreement,
      in each case either as originally executed or as the same may from time to
      time be supplemented, modified, amended, restated, extended or supplanted.

            "Margin Stock" means "margin stock" as such term is defined in
      Regulation U.

                                      -12-
<PAGE>

            "Material Adverse Effect" means any set of circumstances or events
      which (a) has had or could reasonably be expected to have any material
      adverse effect whatsoever upon the validity or enforceability of any Loan
      Document, (b) has been or could reasonably be expected to be material and
      adverse to the business or condition (financial or otherwise) of Borrower
      and its Subsidiaries, taken as a whole or (c) has materially impaired or
      could reasonably be expected to materially impair the ability of Borrower
      to perform the Obligations.

            "Monthly Payment Date" means the first day of each calendar month.

            "Multiemployer Plan" means any employee benefit plan of the type
      described in Section 4001(a)(3) of ERISA to which Borrower or any of its
      ERISA Affiliates contributes or is obligated to contribute.

            "Net Cash Issuance Proceeds" means, with respect to the issuance of
      any debt security or equity security by Borrower or any of its
      Subsidiaries, the Cash proceeds received by or for the account of Borrower
      or such Subsidiary in consideration of such issuance net of (a)
      underwriting discounts and commissions actually paid to any Person not an
      Affiliate of Borrower and (b) professional fees and disbursements actually
      paid in connection therewith.

            "Net Cash Sales Proceeds" means, with respect to any Disposition,
      the sum of (a) the Cash proceeds received by or for the account of
      Borrower and its Subsidiaries from such Disposition plus (b) the amount of
      Cash received by or for the account of Borrower and its Subsidiaries upon
      the sale, collection or other liquidation of any proceeds that are not
      Cash from such Disposition, in each case net of (i) any amount required to
      be paid to any Person owning an interest in the assets disposed of, (ii)
      any amount applied to the repayment of Indebtedness secured by a Lien
      permitted under Section 6.9 on the asset disposed of, (iii) any transfer,
      income or other taxes payable as a result of such Disposition, (iv)
      professional fees and expenses, fees due to any Governmental Agency,
      broker's commissions and other out-of-pocket costs of sale actually paid
      to any Person that is not an Affiliate of Borrower attributable to such
      Disposition and (v) any reserves established in accordance with GAAP in
      connection with such Disposition.

            "Net Income" means, with respect to any fiscal period, the
      consolidated net income of Borrower and its Subsidiaries for that period,
      determined in accordance with GAAP, consistently applied.

            "Note" means any of the Revolving Notes, and "Notes" means all of
      the Revolving Notes.

            "Obligations" means all present and future obligations of every kind
      or nature of Borrower or any of the Subsidiary Guarantors at any time and
      from time to time owed to the Administrative Agent, the Collateral Agent
      or the Lenders or any one or more of them, under any one or more of the
      Loan Documents, whether due or to become due, matured or unmatured,
      liquidated or unliquidated, or contingent or

                                      -13-
<PAGE>

      noncontingent, including obligations of performance as well as obligations
      of payment, and including interest that accrues after the commencement of
      any proceeding under any Debtor Relief Law by or against Borrower or any
      of the Subsidiary Guarantors. "Obligations" includes, without limitation,
      all debts, liabilities and obligations now or hereafter owing from
      Borrower to any Lender or any Affiliate of a Lender arising from or
      related to Bank Products.

            "Opinion of Counsel" means the favorable written legal opinion of
      counsel to Borrower, substantially in the form of Exhibit C, together with
      copies of factual certificates and legal opinions, if any, delivered to
      such counsel in connection with such opinion upon which such counsel has
      relied.

            "Party" means any Person other than the Administrative Agent, the
      Collateral Agent and the Lenders, which now or hereafter is a party to any
      of the Loan Documents.

            "PBGC" means the Pension Benefit Guaranty Corporation or any
      successor thereof established under ERISA.

            "Pension Plan" means any "employee pension benefit plan" (as such
      term is defined in Section 3(2) of ERISA), other than a Multiemployer
      Plan, which is subject to Title IV of ERISA and is maintained by Borrower
      or to which Borrower contributes or has an obligation to contribute.

            "Permitted Acquisition" means any Acquisition by Borrower or any
      Subsidiary of Borrower (as applicable, the "acquiror") of another Person
      engaged in the same or a similar line of business as that of the acquiror
      (the "target"), provided that: (i) no Default or Event of Default shall
      exist at the time of such Acquisition or occur after giving effect to such
      Acquisition; (ii) such Acquisition shall have been approved by the board
      of directors of the target; (iii) if the total consideration (whether such
      consideration is in the form of capital stock, cash or otherwise) for such
      Acquisition exceeds $5,000,000, the pro-forma balance sheets and combining
      projections (including pro-forma financial covenant ratios) provided by
      Borrower to the Administrative Agent shall have demonstrated that, after
      giving effect to such Acquisition, (A) Borrower would have been in
      compliance with the financial covenants set forth in Sections 6.13 through
      6.15 of this Agreement throughout the period of the four (4) Fiscal
      Quarters most recently ended prior to the date of such Acquisition (or
      such shorter period in which the target has been in existence) and (B)
      Borrower would remain in compliance with such financial covenants for the
      period of four (4) Fiscal Quarters immediately following the date of such
      Acquisition; (iv) if the total consideration (whether such consideration
      is in the form of capital stock, cash or otherwise) for such Acquisition
      exceeds $5,000,000, Borrower shall have borrowing availability under the
      Commitment or cash on hand of at least $20,000,000 after giving effect to
      such Acquisition; (v) the terms and conditions of any and all seller
      purchase-money financing provided to the acquiror in connection with such
      Acquisition shall be acceptable to the Administrative Agent and the
      Lenders in their reasonable discretion; (vi) Borrower shall use
      commercially reasonable efforts

                                      -14-
<PAGE>

      to provide the Administrative Agent with at least one (1) week prior
      written notice of such Acquisition, together with at least one (1) year
      (or such shorter period in which the target has been in existence) of
      historical financial information relating to the target and such other
      documentation pertaining to the Acquisition, including pro-forma quarterly
      projections, as the Administrative Agent may reasonably request; and (vii)
      after giving effect to such Acquisition, the Borrower shall not have made
      Acquisitions, the total consideration for which (whether such
      consideration is in the form of capital stock, cash or otherwise) exceeds:
      (A) $25,000,000 in the aggregate for any single acquisition by the
      Borrower and (B) $100,000,000 in the aggregate from and after the Closing
      Date.

            "Permitted Encumbrances" means, with respect to Borrower and its
      Subsidiaries:

                  (a)   inchoate Liens incident to construction on or
            maintenance of Property; or Liens incident to construction on or
            maintenance of Property now or hereafter filed of record for which
            adequate reserves have been set aside (or deposits made pursuant to
            applicable Law) and which are being contested in good faith by
            appropriate proceedings and have not proceeded to judgment, provided
            that, by reason of nonpayment of the obligations secured by such
            Liens, no such Property is subject to a material impending risk of
            loss or forfeiture;

                  (b)   Liens for taxes and assessments on Property which are
            not yet past due; or Liens for taxes and assessments on Property for
            which adequate reserves have been set aside and are being contested
            in good faith by appropriate proceedings and have not proceeded to
            judgment, provided that, by reason of nonpayment of the obligations
            secured by such Liens, no such Property is subject to a material
            impending risk of loss or forfeiture;

                  (c)   defects and irregularities in title to any Property
            which in the aggregate do not materially impair the fair market
            value or use of the Property for the purposes for which it is or may
            reasonably be expected to be held;

                  (d)   easements, exceptions, reservations, or other agreements
            for the purpose of pipelines, conduits, cables, wire communication
            lines, power lines and substations, streets, trails, walkways,
            drainage, irrigation, water, and sewerage purposes, dikes, canals,
            ditches, the removal of oil, gas, coal, or other minerals, and other
            like purposes affecting Property which in the aggregate do not
            materially burden or impair the fair market value or use of such
            Property for the purposes for which it is or may reasonably be
            expected to be held;

                  (e)   easements, exceptions, reservations, or other agreements
            for the purpose of facilitating the joint or common use of Property
            in or adjacent to a shopping center or similar project affecting
            Property which in the aggregate do not materially burden or impair
            the fair market value or use of such Property for the purposes for
            which it is or may reasonably be expected to be held;

                                      -15-
<PAGE>

                  (f)   rights reserved to or vested in any Governmental Agency
            to control or regulate, or obligations or duties to any Governmental
            Agency with respect to, the use of any Property;

                  (g)   rights reserved to or vested in any Governmental Agency
            to control or regulate, or obligations or duties to any Governmental
            Agency with respect to, any right, power, franchise, grant, license,
            or permit;

                  (h)   present or future zoning laws and ordinances or other
            laws and ordinances restricting the occupancy, use, or enjoyment of
            Property;

                  (i)   statutory Liens, other than those described in clauses
            (a) or (b) above, arising in the ordinary course of business with
            respect to obligations which are not delinquent or are being
            contested in good faith, provided that, if delinquent, adequate
            reserves have been set aside with respect thereto and, by reason of
            nonpayment, no Property is subject to a material impending risk of
            loss or forfeiture;

                  (j)   covenants, conditions, and restrictions affecting the
            use of Property which in the aggregate do not materially impair the
            fair market value or use of the Property for the purposes for which
            it is or may reasonably be expected to be held;

                  (k)   rights of tenants under leases and rental agreements
            covering Property entered into in the ordinary course of business of
            the Person owning such Property;

                  (l)   Liens consisting of pledges or deposits to secure
            obligations under workers' compensation laws or similar legislation,
            including Liens of judgments thereunder which are not currently
            dischargeable;

                  (m)   Liens consisting of pledges or deposits of Property to
            secure performance in connection with operating leases made in the
            ordinary course of business;

                  (n)   Liens consisting of deposits of Property to secure bids
            made with respect to, or performance of, contracts (other than
            contracts creating or evidencing an extension of credit to the
            depositor);

                  (o)   Liens consisting of any right of offset, or statutory
            bankers' lien, on bank deposit accounts maintained in the ordinary
            course of business so long as such bank deposit accounts are not
            established or maintained for the purpose of providing such right of
            offset or bankers' lien;

                  (p)   Liens consisting of deposits of Property to secure
            statutory obligations of Borrower and its Subsidiaries;

                                      -16-
<PAGE>

                  (q)   Liens consisting of deposits of Property to secure (or
            in lieu of) surety, appeal or customs bonds;

                  (r)   Liens created by or resulting from any litigation or
            legal proceeding in the ordinary course of business which is
            currently being contested in good faith by appropriate proceedings,
            provided that, adequate reserves have been set aside and no material
            Property is subject to a material impending risk of loss or
            forfeiture;

                  (s)   Liens created to secure the purchase price of property
            or assets; provided, that (i) any such Lien shall attach only to the
            property or assets purchased, (ii) the Indebtedness secured by any
            such Lien shall not exceed one hundred percent (100%) of the
            purchase price of the property or assets purchased, (iii) any such
            Lien shall be created concurrently with or within twelve (12) months
            following the acquisition of such property or assets, and (iv) the
            principal amount of Indebtedness of Borrower and its Subsidiaries
            secured by such Liens does not exceed $5,000,000 in the aggregate at
            any time; and

                  (t)   other non-consensual Liens incurred in the ordinary
            course of business but not in connection with the incurrence of any
            Indebtedness, which do not in the aggregate, when taken together
            with all other Liens, materially impair the fair market value or use
            of the Property for the purposes for which it is or may reasonably
            be expected to be held.

            "Permitted Right of Others" means a Right of Others consisting of
      (a) an interest (other than a legal or equitable co-ownership interest, an
      option or right to acquire a legal or equitable co-ownership interest and
      any interest of a ground lessor under a ground lease), that does not
      materially impair the fair market value or use of Property for the
      purposes for which it is or may reasonably be expected to be held, (b) an
      option or right to acquire a Lien that would be a Permitted Encumbrance,
      (c) the subordination of a lease or sublease in favor of a financing
      entity and (d) a license, or similar right, of or to Intangible Assets
      granted in the ordinary course of business.

            "Person" means any individual or entity, including a trustee,
      corporation, limited liability company, general partnership, limited
      partnership, joint stock company, trust, estate, unincorporated
      organization, business association, firm, joint venture, Governmental
      Agency, or other entity.

            "Pledge Agreement" means the pledge agreement to be executed and
      delivered pursuant to Article 5.12 by Borrower, in the form of Exhibit D,
      either as originally executed or as it may from time to time be
      supplemented, modified, amended, extended or supplanted.

            "Pricing Certificate" means a certificate in the form of Exhibit E,
      properly completed and signed by a Senior Officer or his or her designated
      representative of Borrower.

                                      -17-
<PAGE>

            "Pricing Period" means (a) the period commencing on the Closing Date
      and ending on February 16, 2005, (b) the period commencing on February 17,
      2005 and ending on May 18, 2005, and (c) thereafter, the period commencing
      on each May 19, August 18, November 17, and February 16 and ending on the
      next following August 17, November 16, February 15 or May 18,
      respectively.

            "Prime Rate" means the rate of interest publicly announced from time
      to time by the Administrative Agent in San Francisco, California (or other
      headquarters city of the Administrative Agent), as its "reference rate."
      The "reference rate" is one of several base rates used by the
      Administrative Agent and serves as the basis upon which effective rates of
      interest are calculated for loans and other credits making reference
      thereto. The "reference rate" is not necessarily the lowest base interest
      rate used by the Administrative Agent. The "reference rate" is evidenced
      by the recording thereof after its announcement in such internal
      publication or publications as the Administrative Agent may designate. Any
      change in the Prime Rate announced by the Administrative Agent shall take
      effect at the opening of business on the day specified in the public
      announcement of such change.

            "Projections" means the projected financial information to be
      prepared by Borrower and furnished to the Lenders hereunder.

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

            "Pro Rata Share" means, with respect to each Lender, the percentage
      of the Commitment set forth opposite the name of that Lender on Schedule
      1.1, as such percentage may be increased or decreased pursuant to a
      Commitment Assignment and Acceptance executed in accordance with Section
      11.8.

            "Quarterly Payment Date" means each April 1, July 1, October 1 and
      January 1, commencing with April 1, 2005.

            "Quick Ratio" means, as of the last day of any Fiscal Quarter, in
      respect of Borrower and its Subsidiaries on a consolidated basis and
      determined in accordance with GAAP, the ratio of (a) the sum of (i) Cash
      and Cash Equivalents, (ii) accounts receivable other than those owed to
      Borrower by account debtors involved in proceedings under a Debtor Relief
      Law and (iii) marketable securities to (b) current liabilities, excluding
      the aggregate outstanding principal balance of the Revolving Loans.

            "Real Property" means, as of any date of determination, all real
      property then or theretofore owned, leased or occupied by any of Borrower
      or its Subsidiaries.

            "Regulation D" means Regulation D, as at any time amended, of the
      Board of Governors of the Federal Reserve System, or any other regulation
      in substance substituted therefor.

                                      -18-
<PAGE>

            "Regulation U" means Regulation U, as at any time amended, of the
      Board of Governors of the Federal Reserve System, or any other regulation
      in substance substituted therefor.

            "Request for Letter of Credit" means a written request for a Letter
      of Credit substantially in the form of Exhibit F, signed by a Responsible
      Official of Borrower and properly completed to provide all information
      required to be included therein.

            "Request for Loan" means a written request for a Loan substantially
      in the form of Exhibit G, signed by a Responsible Official of Borrower, on
      behalf of Borrower, and properly completed to provide all information
      required to be included therein.

            "Requirement of Law" means, as to any Person, the articles or
      certificate of incorporation and by-laws or other organizational or
      governing documents of such Person, and any Law, or judgment, award,
      decree, writ or determination of a Governmental Agency, in each case
      applicable to or binding upon such Person or any of its Property or to
      which such Person or any of its Property is subject.

            "Requisite Lenders" means (a) as of any date of determination if the
      Commitments are then in effect, Lenders having in the aggregate 51% or
      more of the Commitments then in effect and (b) as of any date of
      determination if the Commitments have then been suspended or terminated
      and there is then any Indebtedness evidenced by the Notes, Lenders holding
      Notes evidencing in the aggregate 51% or more of the aggregate
      Indebtedness then evidenced by the Notes, and, in any event, not less than
      two (2) Lenders (unless there shall then be but one Lender).

            "Responsible Official" means (a) any Senior Officer of Borrower and
      (b) any other responsible official of Borrower so designated in a written
      notice thereof from a Senior Officer to the Administrative Agent. The
      Lenders shall be entitled to conclusively rely upon any document or
      certificate that is signed or executed by a Responsible Official of
      Borrower or any of its Subsidiaries as having been authorized by all
      necessary corporate, partnership and/or other action on the part of
      Borrower or such Subsidiary.

            "Revolving Loan" means a Loan made under the Commitment.

            "Revolving Loan Maturity Date" means January 28, 2008.

            "Revolving Note" means any of the promissory notes made by Borrower
      to a Lender evidencing Advances under that Lender's Pro Rata Share of the
      Commitment, substantially in the form of Exhibit H, either as originally
      executed or as the same may from time to time be supplemented, modified,
      amended, renewed, extended or supplanted.

            "Right of Others" means, as to any Property in which a Person has an
      interest, any legal or equitable right, title or other interest (other
      than a Lien) held by any other

                                      -19-
<PAGE>

      Person in that Property, and any option or right held by any other Person
      to acquire any such right, title or other interest in that Property,
      including any option or right to acquire a Lien; provided, however, that
      (a) no covenant restricting the use or disposition of Property of such
      Person contained in any Contractual Obligation of such Person and (b) no
      provision contained in a contract creating a right of payment or
      performance in favor of a Person that conditions, limits, restricts,
      diminishes, transfers or terminates such right shall be deemed to
      constitute a Right of Others.

            "Security Agreement" means the security agreement to be executed and
      delivered pursuant to Article 8 by Borrower and the Subsidiary Guarantors,
      in the form of Exhibit I, either as originally executed or as it may from
      time to time be supplemented, modified, amended, extended or supplanted.

            "Senior Officer" means (a) the chief executive officer, (b) the
      president, (c) any executive vice president, (d) the chief financial
      officer or (e) the treasurer, in each case of Borrower.

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

            "Significant Foreign Subsidiary" means a Foreign Subsidiary that is
      a Significant Subsidiary.

            "Significant Subsidiary" means a Subsidiary that either (i) had net
      income for the Fiscal Year then most recently ended in excess of 5% of Net
      Income for such Fiscal Year or (ii) had net assets in excess of 5% of the
      total net assets of Borrower and its Subsidiaries on a consolidated basis
      as at the end of the Fiscal Year then most recently ended.

            "Special Eurodollar Circumstance" means the application or adoption
      after the Closing Date of any Law or interpretation, or any change therein
      or thereof, or any change in the interpretation or administration thereof
      by any Governmental Agency, central bank or comparable authority charged
      with the interpretation or administration thereof, or compliance by any
      Lender or its Eurodollar Lending Office with any request or directive
      (whether or not having the force of Law) of any such Governmental Agency,
      central bank or comparable authority.

            "Standby Letter of Credit" means each Letter of Credit issued by the
      Issuing Lender under the Commitment pursuant to Section 2.4 to support the
      payment or performance of an obligation by Borrower.

            "Stockholders' Equity" means, as of any date of determination and
      with respect to any Person, the consolidated stockholders' equity of the
      Person as of that date determined in accordance with GAAP; provided that
      there shall be excluded from Stockholders' Equity any amount attributable
      to Disqualified Stock.

            "Subordinated Obligations" means any Indebtedness of Borrower that
      (a) does not have any scheduled principal payment, mandatory principal
      prepayment or sinking

                                      -20-
<PAGE>

      fund payment due prior to the date that is one year after the Revolving
      Loan Maturity Date, (b) is not secured by any Lien on any Property of
      Borrower or any of its Subsidiaries, (c) is not guarantied by any
      Subsidiary of Borrower unless, if such Subsidiary is a party to the
      Subsidiary Guaranty, such guaranty of such Indebtedness is subordinated to
      the Subsidiary Guaranty in a manner satisfactory to the Administrative
      Agent, (d) is subordinated by its terms in right of payment to the
      Obligations pursuant to provisions acceptable to the Requisite Lenders,
      (e) is subject to such financial and other covenants and events of
      defaults as may be acceptable to the Requisite Lenders and (f) is subject
      to customary interest blockage and delayed acceleration provisions as may
      be acceptable to the Requisite Lenders.

            "Subsidiary" means, as of any date of determination and with respect
      to any Person, any corporation, limited liability company or partnership
      (whether or not, in any case, characterized as such or as a "joint
      venture"), whether now existing or hereafter organized or acquired: (a) in
      the case of a corporation or limited liability company, of which a
      majority of the securities having ordinary voting power for the election
      of directors or other governing body (other than securities having such
      power only by reason of the happening of a contingency) are at the time
      beneficially owned by such Person and/or one or more Subsidiaries of such
      Person, or (b) in the case of a partnership, of which a majority of the
      partnership or other ownership interests are at the time beneficially
      owned by such Person and/or one or more of its Subsidiaries.
      Notwithstanding the foregoing, the terms, provisions and limitations of
      this Agreement (including the representations and warranties set forth in
      Article IV and the covenants set forth in Article V and VI) shall not
      apply to Trellisware Technologies, Inc., a Delaware corporation.

            "Subsidiary Guarantors" means all Significant Domestic Subsidiaries.

            "Subsidiary Guaranty" means the continuing guaranty of the
      Obligations to be executed and delivered pursuant to Article 8 by the
      Subsidiary Guarantors, in the form of Exhibit J, either as originally
      executed or as it may from time to time be supplemented, modified,
      amended, extended or supplanted.

            "Subsidiary Security Agreement" means the security agreement to be
      executed and delivered pursuant to Article 8 by the Subsidiary Guarantors,
      in the form of Exhibit K, either as originally executed or as it may from
      time to time be supplemented, modified, amended, extended or supplanted.

            "Tangible Net Worth" means, as of any date of determination, the
      difference between (a) the sum of (i) Stockholders' Equity of Borrower and
      its Subsidiaries on such date and (ii) Subordinated Obligations
      outstanding on such date, and (b) the sum of (i) all Intangible Assets of
      Borrower and its Subsidiaries on such date, (ii) organizational expenses
      and (iii) monies due from Affiliates (including officers, shareholders and
      directors) of Borrower and its Subsidiaries on such date.

            "to the best knowledge of" means, when modifying a representation,
      warranty or other statement of any Person, that the fact or situation
      described therein is known

                                      -21-
<PAGE>

      by the Person (or, in the case of a Person other than a natural Person,
      known by a Responsible Official of that Person) making the representation,
      warranty or other statement, or with the exercise of reasonable due
      diligence under the circumstances (in accordance with the standard of what
      a reasonable Person in similar circumstances would have done) would have
      been known by the Person (or, in the case of a Person other than a natural
      Person, would have been known by a Responsible Official of that Person).

            "type", when used with respect to any Loan or Advance, means the
      designation of whether such Loan or Advance is an Alternate Base Rate Loan
      or Advance, or a Eurodollar Rate Loan or Advance.

            "Union Bank" means Union Bank of California, N.A., a national
      banking association.

            "VSAT Capital Expenditures" means Capital Expenditures made by
      Borrower or any of its Subsidiaries to purchase Very Small Aperture
      Terminal (VSAT) equipment (including but not limited to hub equipment and
      customer premise equipment supplied by Borrower or third parties) used by
      Borrower's customers under service arrangements; provided that such
      equipment is accounted for as a capital transaction in Borrower's
      consolidated balance sheet.

            "Wholly-Owned Subsidiary" means a Subsidiary of Borrower, 100% of
      the capital stock or other equity interest of which is owned, directly or
      indirectly, by Borrower, except for director's qualifying shares required
      by applicable Laws.

      1.2   Use of Defined Terms. Any defined term used in the plural shall
refer to all members of the relevant class, and any defined term used in the
singular shall refer to any one or more of the members of the relevant class.

      1.3   Accounting Terms. All accounting terms not specifically defined in
this Agreement shall be construed in conformity with, and all financial data
required to be submitted by this Agreement shall be prepared in conformity with,
GAAP applied on a consistent basis, except as otherwise specifically prescribed
herein. In the event that GAAP changes during the term of this Agreement such
that the covenants contained in Sections 6.13 through 6.15 would then be
calculated in a different manner or with different components, (a) Borrower and
the Lenders agree to amend this Agreement in such respects as are necessary to
conform those covenants as criteria for evaluating Borrower's financial
condition to substantially the same criteria as were effective prior to such
change in GAAP and (b) Borrower shall be deemed to be in compliance with the
covenants contained in the aforesaid Sections if and to the extent that Borrower
would have been in compliance therewith under GAAP as in effect immediately
prior to such change, but shall have the obligation to deliver each of the
materials described in Article 7 to the Administrative Agent and the Lenders, on
the dates therein specified, with financial data presented in a manner which
conforms with GAAP as in effect immediately prior to such change.

                                      -22-
<PAGE>

      1.4   Rounding. Any financial ratios required to be maintained by 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 in this Agreement and rounding
the result up or down to the nearest number (with a round-up if there is no
nearest number) to the number of places by which such ratio is expressed in this
Agreement.

      1.5   Exhibits and Schedules. All Exhibits and Schedules to this
Agreement, either as originally existing or as the same may from time to time be
supplemented, modified or amended, are incorporated herein by this reference. A
matter disclosed on any Schedule shall be deemed disclosed on all Schedules.

      1.6   References to "Borrower and its Subsidiaries". Any reference herein
to "Borrower and its Subsidiaries" or the like shall refer solely to Borrower
during such times, if any, as Borrower shall have no Subsidiaries.

      1.7   Miscellaneous Terms. The term "or" is disjunctive; the term "and" is
conjunctive. The term "shall" is mandatory; the term "may" is permissive.
Masculine terms also apply to females; feminine terms also apply to males. The
term "including" is by way of example and not limitation.

                                      -23-
<PAGE>

                                   Article 2
                           LOANS AND LETTERS OF CREDIT

      2.1   Loans - General.

            (a)   Subject to the terms and conditions set forth in this
Agreement, at any time and from time to time from the Closing Date through the
Revolving Loan Maturity Date, each Lender shall, pro rata according to that
Lender's Pro Rata Share of the then applicable Commitment, make Advances to
Borrower under the Commitment in such amounts as Borrower may request that do
not result in the sum of (i) the aggregate principal amount outstanding under
the Revolving Notes and (ii) the Aggregate Effective Amount of all outstanding
Letters of Credit to exceed the then applicable Commitment. Subject to the
limitations set forth herein, Borrower may borrow, repay and reborrow under the
Commitment without premium or penalty.

            (b)   Subject to the next sentence, each Loan shall be made pursuant
to a Request for Loan which shall specify the requested (i) date of such Loan,
(ii) type of Loan, (iii) amount of such Loan, and (iv) in the case of a
Eurodollar Rate Loan, the Eurodollar Period for such Loan. Unless the
Administrative Agent has notified, in its reasonable discretion, Borrower to the
contrary, a Loan may be requested by telephone by a Responsible Official of
Borrower, in which case Borrower shall confirm such request by promptly
delivering a Request for Loan (conforming to the preceding sentence) in person
or by telecopier to the Administrative Agent. The Administrative Agent shall
incur no liability whatsoever hereunder in acting upon any telephonic request
for Loan purportedly made by a Responsible Official of Borrower, and Borrower
hereby agrees to indemnify the Administrative Agent from any loss, cost, expense
or liability as a result of so acting.

            (c)   Promptly following receipt of a Request for Loan, the
Administrative Agent shall notify each Lender by telephone or telecopier (and if
by telephone, promptly confirmed by telecopier) of the date and type of the
Loan, the applicable Eurodollar Period, and that Lender's Pro Rata Share of the
Loan. Not later than 12:00 p.m., California time, on the date specified for any
Loan (which must be a Banking Day), each Lender shall make its Pro Rata Share of
the Loan in immediately available funds available to the Administrative Agent at
the Administrative Agent's Office. Upon satisfaction or waiver of the applicable
conditions set forth in Article 8, all Advances shall be credited on that date
in immediately available funds to the Designated Deposit Account.

            (d)   Unless the Requisite Lenders otherwise consent, each Revolving
Loan which is an Alternate Base Rate Loan shall be not less than $500,000 and in
an integral multiple of $250,000 and each Revolving Loan which is a Eurodollar
Rate Loan shall be not less than $500,000 and in an integral multiple of
$500,000.

            (e)   The Advances made by each Lender under the Commitment shall be
evidenced by that Lender's Revolving Note.

            (f)   A Request for Loan that is a Eurodollar Rate Loan shall become
irrevocable three Eurodollar Banking Days before the requested date of the Loan.
A Request

                                      -24-
<PAGE>

for Loan that is an Alternate Base Rate Loan shall become irrevocable one
Banking Day before the requested date of the Loan.

            (g)   If no Request for Loan (or telephonic request for Loan
referred to in the second sentence of Section 2.1(c), if applicable) has been
made within the requisite notice periods set forth in Section 2.2 or 2.3 prior
to the end of the Eurodollar Period for any outstanding Eurodollar Rate Loan,
then on the last day of such Eurodollar Period, such Eurodollar Rate Loan shall
be automatically converted into an Alternate Base Rate Loan in the same amount.

      2.2   Alternate Base Rate Loans. Each request by Borrower for an Alternate
Base Rate Loan shall be made pursuant to a Request for Loan (or telephonic or
other request for loan referred to in the second sentence of Section 2.1(c), if
applicable) received by the Administrative Agent, at the Administrative Agent's
Office, not later than 10:00 a.m. California time, on the date (which must be a
Banking Day) immediately prior to the date of the requested Alternate Base Rate
Loan. All Loans shall constitute Alternate Base Rate Loans unless properly
designated as a Eurodollar Rate Loan pursuant to Section 2.3.

      2.3   Eurodollar Rate Loans.

            (a)   Each request by Borrower for a Eurodollar Rate Loan shall be
made pursuant to a Request for Loan (or telephonic or other request for Loan
referred to in the second sentence of Section 2.1(c), if applicable) received by
the Administrative Agent, at the Administrative Agent's Office, not later than
9:00 a.m., California time, at least three (3) Eurodollar Banking Days before
the first day of the applicable Eurodollar Period.

            (b)   On the date which is two (2) Eurodollar Banking Days before
the first day of the applicable Eurodollar Period, the Administrative Agent
shall confirm its determination of the applicable Eurodollar Rate (which
determination shall be conclusive in the absence of manifest error) and promptly
shall give notice of the same to Borrower and the Lenders by telephone or
telecopier (and if by telephone, promptly confirmed by telecopier).

            (c)   Unless the Administrative Agent and the Requisite Lenders
otherwise consent, no more than four (4) Eurodollar Rate Loans shall be
outstanding at any one time.

            (d)   No Eurodollar Rate Loan may be requested during the
continuation of a Default or Event of Default.

            (e)   Nothing contained herein shall require any Lender to fund any
Eurodollar Rate Advance in the Designated Eurodollar Market.

      2.4   Letters of Credit.

            (a)   The Existing Letters of Credit described in Schedule 2.4 shall
be Letters of Credit for all purposes under this Agreement.

                  (1)   Subject to the terms and conditions hereof, at any time
            and from time to time from the Closing Date through the Revolving
            Loan Maturity Date,

                                      -25-
<PAGE>

            the Issuing Lender shall issue such Letters of Credit under the
            Commitment as Borrower may request by a Request for Letter of
            Credit; provided that:

                        (i)   giving effect to all such Letters of Credit, the
            sum of:

                              (A)   the aggregate principal amount outstanding
                        under the Revolving Notes; plus

                              (B)   the Aggregate Effective Amount of all
                        outstanding Letters of Credit, does not exceed the then
                        applicable Commitment; and

                        (ii)  the Aggregate Effective Amount under all
            outstanding Letters of Credit does not exceed $15,000,000.

                  (2)   Each Letter of Credit shall be in a form reasonably
            acceptable to the Issuing Lender.

                  (3)   Unless all the Lenders otherwise consent in a writing
            delivered to the Administrative Agent, the term of any Letter of
            Credit (other than any Existing Letters of Credit) shall not exceed
            eighteen (18) months.

                  (4)   The term of any Letter of Credit (other than any
            Existing Letters of Credit) shall not extend one hundred eighty
            (180) days beyond the Revolving Loan Maturity Date unless all the
            Lenders otherwise consent in a writing delivered to the
            Administrative Agent; provided, however, that a condition to the
            repayment in full of the Obligations and release of the Collateral
            shall include either: (A) the Borrower's provision to the Issuing
            Lender of cash collateral in the amount equal to 100% of the face
            amount of any Letter of Credit that will remain outstanding after
            repayment in full of the Obligations other than those relating to
            such Letter of Credit (or such lesser amount as shall then be
            available for drawing under any Letter of Credit); or (B) the
            Borrower's provision to the Issuing Lender of a "back-up" standby
            letter of credit in the full face amount of any Letter of Credit
            that will remain outstanding after repayment in full of the
            Obligations other than those relating to such Letter of Credit (or
            such lesser amount as shall then be available under the Requested
            Letter of Credit) issued by a bank acceptable to the Issuing Bank in
            its reasonable discretion.

            (b)   Each Request for Letter of Credit shall be submitted to the
Issuing Lender, with a copy to the Administrative Agent, at least two (2)
Banking Days prior to the date upon which the related Letter of Credit is
proposed to be issued. The Administrative Agent shall promptly notify the
Issuing Lender whether such Request for Letter of Credit, and the issuance of a
Letter of Credit pursuant thereto, conforms to the requirements of this
Agreement. Upon issuance of a Letter of Credit, the Issuing Lender shall
promptly notify the Administrative Agent, and the Administrative Agent shall
promptly notify the Lenders, of the amount and terms thereof.

                                      -26-
<PAGE>

            (c)   Upon the issuance of a Letter of Credit, each Lender shall be
deemed to have purchased a pro rata participation in such Letter of Credit from
the Issuing Lender in an amount equal to that Lender's Pro Rata Share of the
Commitment. Without limiting the scope and nature of each Lender's participation
in any Letter of Credit, to the extent that the Issuing Lender has not been
reimbursed by Borrower for any payment required to be made by the Issuing Lender
under any Letter of Credit, each Lender shall, pro rata according to its Pro
Rata Share, reimburse the Issuing Lender through the Administrative Agent
promptly upon demand for the amount of such payment. The obligation of each
Lender to so reimburse the Issuing Lender shall be absolute and unconditional
and shall not be affected by the occurrence of an Event of Default or any other
occurrence or event. Any such reimbursement shall not relieve or otherwise
impair the obligation of Borrower to reimburse the Issuing Lender for the amount
of any payment made by the Issuing Lender under any Letter of Credit together
with interest as hereinafter provided.

            (d)   Borrower agrees to pay to the Issuing Lender through the
Administrative Agent an amount equal to any payment made by the Issuing Lender
with respect to each Letter of Credit within one (1) Banking Day after demand
made by the Issuing Lender therefor, together with interest on such amount from
the date of any payment made by the Issuing Lender at the rate applicable to
Alternate Base Rate Loans for two (2) Banking Days and thereafter at the Default
Rate. The principal amount of any such payment shall be used to reimburse the
Issuing Lender for the payment made by it under the Letter of Credit and, to the
extent that the Lenders have not reimbursed the Issuing Lender pursuant to
Section 2.4(c), the interest amount of any such payment shall be for the account
of the Issuing Lender. Each Lender that has reimbursed the Issuing Lender
pursuant to Section 2.4(c) for its Pro Rata Share of any payment made by the
Issuing Lender under a Letter of Credit shall thereupon acquire a pro rata
participation, to the extent of such reimbursement, in the claim of the Issuing
Lender against Borrower for reimbursement of principal and interest under this
Section 2.4(d) and shall share, in accordance with that pro rata participation,
in any principal payment made by Borrower with respect to such claim and in any
interest payment made by Borrower (but only with respect to periods subsequent
to the date such Lender reimbursed the Issuing Lender) with respect to such
claim.

            (e)   Borrower may, pursuant to a Request for Loan, request that
Advances be made pursuant to Section 2.1(a) to provide funds for the payment
required by Section 2.4(d) and, for this purpose, the conditions precedent set
forth in Article 8 shall not apply. The proceeds of such Advances shall be paid
directly to the Issuing Lender to reimburse it for the payment made by it under
the Letter of Credit.

            (f)   If Borrower fails to make the payment required by Section
2.4(d) within the time period therein set forth, in lieu of the reimbursement to
the Issuing Lender under Section 2.4(c) the Issuing Lender may (but is not
required to), without notice to or the consent of Borrower, instruct the
Administrative Agent to cause Advances to be made by the Lenders under the
Commitment in an aggregate amount equal to the amount paid by the Issuing Lender
with respect to that Letter of Credit and, for this purpose, the conditions
precedent set forth in Article 8 shall not apply. The proceeds of such Advances
shall be paid directly to the Issuing Lender to reimburse it for the payment
made by it under the Letter of Credit.

                                      -27-
<PAGE>

            (g)   The issuance of any supplement, modification, amendment,
renewal, or extension to or of any Letter of Credit shall be treated in all
respects the same as the issuance of a new Letter of Credit.

            (h)   The obligation of Borrower to pay to the Issuing Lender the
amount of any payment made by the Issuing Lender under any Letter of Credit
shall be absolute, unconditional, and irrevocable, subject only to performance
by the Issuing Lender of its obligations to Borrower under Uniform Commercial
Code Section 5109. Without limiting the foregoing, Borrower's obligations shall
not be affected by any of the following circumstances:

                        (i)   any lack of validity or enforceability prior to
            its stated expiration date of the Letter of Credit, this Agreement,
            or any other agreement or instrument relating thereto;

                        (ii)  any amendment or waiver of or any consent to
            departure from the Letter of Credit, this Agreement, or any other
            agreement or instrument relating thereto, with the consent of
            Borrower;

                        (iii) the existence of any claim, setoff, defense, or
            other rights which Borrower may have at any time against the Issuing
            Lender, the Administrative Agent or any Lender, any beneficiary of
            the Letter of Credit (or any persons or entities for whom any such
            beneficiary may be acting) or any other Person, whether in
            connection with the Letter of Credit, this Agreement, or any other
            agreement or instrument relating thereto, or any unrelated
            transactions;

                        (iv)  any demand, statement, or any other document
            presented under the 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 whatsoever so long
            as any such document appeared substantially to comply with the terms
            of the Letter of Credit;

                        (v)   payment by the Issuing Lender in good faith under
            the Letter of Credit against presentation of a draft or any
            accompanying document which does not strictly comply with the terms
            of the Letter of Credit, unless the acceptance of such draft or
            other accompanying document constituted gross negligence;

                        (vi)  the existence, character, quality, quantity,
            condition, packing, value or delivery of any Property purported to
            be represented by documents presented in connection with any Letter
            of Credit or any difference between any such Property and the
            character, quality, quantity, condition, or value of such Property
            as described in such documents;

                        (vii) the time, place, manner, order or contents of
            shipments or deliveries of Property as described in documents
            presented in connection with any Letter of Credit or the existence,
            nature and extent of any insurance relative thereto;

                                      -28-
<PAGE>

                        (viii) the solvency or financial responsibility of any
            party issuing any documents in connection with a Letter of Credit;

                        (ix)  any failure or delay in notice of shipments or
            arrival of any Property;

                        (x)   any error in the transmission of any message
            relating to a Letter of Credit not caused by the Issuing Lender, or
            any delay or interruption in any such message;

                        (xi)  any error, neglect or default of any correspondent
            of the Issuing Lender in connection with a Letter of Credit;

                        (xii) any consequence arising from acts of God, war,
            insurrection, civil unrest, disturbances, labor disputes, emergency
            conditions or other causes beyond the control of the Issuing Lender;

                        (xiii) so long as the Issuing Lender in good faith
            determines that the contract or document appears substantially to
            comply with the terms of the Letter of Credit, the form, accuracy,
            genuineness or legal effect of any contract or document referred to
            in any document submitted to the Issuing Lender in connection with a
            Letter of Credit unless the Issuing Lender's actions constituted
            gross negligence; and

                        (xiv) where the Issuing Lender has acted in good faith
            and observed general banking usage, any other circumstances
            whatsoever unless the Issuing Lender's actions constituted gross
            negligence.

            (i)   The Issuing Lender shall be entitled to the protection
accorded to the Administrative Agent pursuant to Section 10.6, with all
necessary changes.

            (j)   The Uniform Customs and Practice for Documentary Credits, as
published in its most current version by the International Chamber of Commerce,
shall be deemed a part of this Section and shall apply to all Letters of Credit
to the extent not inconsistent with applicable Law.

      2.5   Voluntary Reduction of Commitment. Borrower shall have the right, at
any time and from time to time, without penalty or charge, upon at least five
(5) Banking Days' prior written notice by a Responsible Official of Borrower to
the Administrative Agent, voluntarily to reduce, permanently and irrevocably, in
aggregate principal amounts in an integral multiple of $500,000 but not less
than $5,000,000, or to terminate, all or a portion of the then undisbursed
portion of the Commitment. The Administrative Agent shall promptly notify the
Lenders of any reduction or termination of the Commitment under this Section.

      2.6   Administrative Agent's Right to Assume Funds Available for Advances.
Unless the Administrative Agent shall have been notified by any Lender no later
than 10:00 a.m. on the Banking Day of the proposed funding by the Administrative
Agent of any Loan that such Lender does not intend to make available to the
Administrative Agent such

                                      -29-
<PAGE>

Lender's portion of the total amount of such Loan, the Administrative Agent may
assume that such Lender has made such amount available to the Administrative
Agent on the date of the Loan and the Administrative Agent may, in reliance upon
such assumption, make available to Borrower a corresponding amount. If the
Administrative Agent has made funds available to Borrower based on such
assumption and such corresponding amount is not in fact made available to the
Administrative Agent by such Lender, the Administrative Agent shall be entitled
to recover such corresponding amount on demand from such Lender. If such Lender
does not pay such corresponding amount forthwith upon the Administrative Agent's
demand therefor, the Administrative Agent promptly shall notify Borrower and
Borrower shall pay such corresponding amount to the Administrative Agent. The
Administrative Agent also shall be entitled to recover from such Lender interest
on such corresponding amount in respect of each day from the date such
corresponding amount was made available by the Administrative Agent to Borrower
to the date such corresponding amount is recovered by the Administrative Agent,
at a rate per annum equal to the daily Federal Funds Rate. Nothing herein shall
be deemed to relieve any Lender from its obligation to fulfill its share of the
Commitments or to prejudice any rights which the Administrative Agent or
Borrower may have against any Lender as a result of any default by such Lender
hereunder.

      2.7   Collateral. To the extent required in the Security Agreement, the
Obligations shall be secured by a first priority (subject to Liens permitted by
Section 6.9) perfected Lien on the Collateral pursuant to the Security
Agreement.

                                      -30-
<PAGE>

                                   Article 3
                                PAYMENTS AND FEES

      3.1   Principal and Interest.

            (a)   Interest shall be payable on the outstanding daily unpaid
principal amount of each Advance from the date thereof until payment in full is
made and shall accrue and be payable at the rates set forth or provided for
herein before and after Default, before and after maturity, before and after
judgment, and before and after the commencement of any proceeding under any
Debtor Relief Law, with interest on overdue interest at the Default Rate to the
fullest extent permitted by applicable Laws.

            (b)   Interest accrued on each Alternate Base Rate Loan shall be due
and payable on each Monthly Payment Date. Except as otherwise provided in
Sections 3.1(d) and 3.8, the unpaid principal amount of any Alternate Base Rate
Loan shall bear interest at a fluctuating rate per annum equal to the Alternate
Base Rate plus the Applicable Alternate Base Rate Margin. Each change in the
interest rate under this Section 3.1(b) due to a change in the Alternate Base
Rate shall take effect simultaneously with the corresponding change in the
Alternate Base Rate.

            (c)   Interest accrued on each Eurodollar Rate Loan shall be due and
payable on the last day of the related Eurodollar Period. Except as otherwise
provided in Sections 3.1(d) and 3.8, the unpaid principal amount of any
Eurodollar Rate Loan shall bear interest at a rate per annum equal to the
Eurodollar Rate for that Eurodollar Rate Loan plus the Applicable Eurodollar
Rate Margin.

            (d)   During the existence of an Event of Default, the Loans shall
bear interest at a rate per annum equal to the sum of (i) the interest rate
specified in Sections 3.1(b) or 3.1(c), whichever is applicable, plus (ii) two
(2) percentage points (the "Default Rate").

            (e)   If not sooner paid, the principal Indebtedness evidenced by
the Notes shall be payable as follows:

                        (i)   the amount, if any, by which the sum of (A) the
            principal Indebtedness evidenced by the Revolving Notes plus (B) the
            Aggregate Effective Amount of all outstanding Letters of Credit at
            any time exceeds the then applicable Commitment shall be payable
            immediately; and

                        (ii)  the principal Indebtedness evidenced by the
            Revolving Notes shall in any event be payable on the Revolving Loan
            Maturity Date.

            (f)   The principal Indebtedness evidenced by the Notes may, at any
time and from time to time, voluntarily be paid or prepaid in whole or in part
without premium or penalty, except that with respect to any voluntary prepayment
under this Subsection, (i) any partial prepayment of a Revolving Loan shall be
not less than $250,000 and shall be an integral multiple of $100,000 unless the
entire outstanding amount of such Loan is being prepaid, (ii) the Administrative
Agent shall have received written notice of any prepayment by 9:00 a.m.
California time on the date that is one (1) Banking Day before the date of

                                      -31-
<PAGE>

prepayment (which must be a Banking Day) in the case of an Alternate Base Rate
Loan, and, in the case of a Eurodollar Rate Loan, three (3) Banking Days before
the date of prepayment, which notice shall identify the date and amount of the
prepayment and the Loan(s) being prepaid, (iii) each prepayment of principal on
any Eurodollar Rate Loan shall be accompanied by payment of interest accrued to
the date of payment on the amount of principal paid, and (iv) any payment or
prepayment of all or any part of any Eurodollar Rate Loan on a day other than
the last day of the applicable Eurodollar Period shall be subject to Section
3.6(e).

      3.2   Closing Date Fees. On the Closing Date, Borrower shall pay each of
the following fees:

            (a)   to the Administrative Agent, for the account of each Lender, a
one-time upfront fee, based upon each Lender's Pro Rata Share of the Commitment
on the Closing Date, as set forth in a separate agreement among Borrower, the
Administrative Agent and the Lenders;

            (b)   to the Administrative Agent, for the sole account of the
Arranger, a one-time arrangement fee as set forth in a separate agreement
between Borrower and the Arranger.

      3.3   Commitment Fee. From the Closing Date through the Revolving Loan
Maturity Date, Borrower shall pay to the Administrative Agent, for the ratable
accounts of the Lenders pro rata according to their Pro Rata Share of the
Revolving Commitment, a commitment fee equal to the Applicable Commitment Fee
Rate per annum times the average daily amount by which the Commitment exceeds an
amount equal to the sum of (i) aggregate daily principal Indebtedness evidenced
by the Revolving Notes plus (ii) the Aggregate Effective Amount of all Letters
of Credit then outstanding. The commitment fee shall be payable quarterly in
arrears as of each Quarterly Payment Date within ten (10) days after receipt by
Borrower of an invoice therefor from the Administrative Agent.

      3.4   Letter of Credit Fees. With respect to each Letter of Credit,
Borrower shall pay the following fees:

            (a)   concurrently with the issuance of each Standby Letter of
Credit, to the Administrative Agent a standby letter of credit fee in an amount
equal to the Applicable Eurodollar Margin per annum times the face amount of
such Standby Letter of Credit through the termination or expiration of such
Standby Letter of Credit; from such fee, the Administrative Agent shall promptly
pay to Union Bank an issuance fee of 0.25% of the face amount of such Standby
Letter of Credit and the Administrative Agent shall promptly pay the remainder
of the fee to the Lenders ratably, in accordance with their respective Pro Rata
Shares of the Commitment;

            (b)   concurrently with the issuance of each Commercial Letter of
Credit, to the Administrative Agent a commercial letter of credit issuance fee
in the amount set forth from time to time as the Issuing Lender's published
scheduled fee for the issuance of commercial letters of credit, which fee the
Administrative Agent shall promptly pay to the Lenders ratably, in accordance
with their respective Pro Rata Shares of the Commitment; and

                                      -32-
<PAGE>

            (c)   concurrently with each negotiation, drawing or amendment of
each Commercial Letter of Credit, to the Issuing Lender for the sole account of
the Issuing Lender, negotiation, drawing and amendment fees in the amounts set
forth from time to time as the Issuing Lender's published scheduled fees for
such services.

Each of the fees payable with respect to Letters of Credit under this Section is
earned when due and is nonrefundable. For the avoidance of doubt, no such fees
under this Section 3.4 shall be payable by Borrower in respect of Existing
Letters of Credit that continue to be outstanding as Letters of Credit
hereunder, unless such Existing Letters of Credit are renewed or extended.

      3.5   Increased Commitment Costs. If any Lender shall determine in good
faith that the introduction after the Closing Date of any applicable law, rule,
regulation or guideline regarding capital adequacy, or any change therein or any
change in the interpretation or administration thereof by any central bank or
other Governmental Agency charged with the interpretation or administration
thereof, or compliance by such Lender (or its Eurodollar Lending Office) or any
corporation controlling such Lender, with any request, guideline or directive
regarding capital adequacy (whether or not having the force of Law) of any such
central bank or other authority not imposed as a result of such Lender's or such
corporation's failure to comply with any other Laws, affects or would affect the
amount of capital required or expected to be maintained by such Lender or any
corporation controlling such Lender and (taking into consideration such Lender's
or such corporation's policies with respect to capital adequacy and such
Lender's desired return on capital) determines in good faith that the amount of
such capital is increased, or the rate of return on capital is reduced, as a
consequence of its obligations under this Agreement, then, within five (5)
Banking Days after demand of such Lender, Borrower shall pay to such Lender,
from time to time as specified in good faith by such Lender, additional amounts
sufficient to compensate such Lender in light of such circumstances, to the
extent reasonably allocable to such obligations under this Agreement, provided
that Borrower shall not be obligated to pay any such amount unless such Lender
is charging similar amounts to similarly situated Borrowers and provided further
that Borrower shall not be obligated to pay any such amount which arose prior to
the date which is ninety (90) days preceding the date of such demand or is
attributable to periods prior to the date which is ninety (90) days preceding
the date of such demand, and Borrower shall not be obligated to pay any such
amount if either: (i) within five (5) Banking Days after demand of such Lender,
Borrower notifies such Lender of Borrower's intention to repay all Obligations
then owing to such Lender and to terminate the Commitments of such Lender, and
Borrower in fact repays such Obligations and terminates such Commitments within
thirty (30) days after demand of such Lender; or (ii) within five (5) Banking
Days after demand of such Lender, Borrower notifies such Lender of Borrower's
intention to replace such Lender and Borrower replaces such Lender by causing
such Lender to assign its Commitments to one or more other then-existing Lenders
or to another Eligible Assignee reasonably satisfactory to the Administrative
Agent and the other then-existing Lenders within forty-five (45) days after
demand of such Lender. Each Lender's determination of such amounts shall be
conclusive in the absence of manifest error.

                                      -33-
<PAGE>

      3.6   Eurodollar Costs and Related Matters.

            (a)   In the event that any Governmental Agency imposes on any
Lender any reserve or comparable requirement (including any emergency,
supplemental or other reserve) with respect to the Eurodollar Obligations of
that Lender, Borrower shall pay that Lender within five (5) Banking Days after
demand all amounts necessary to compensate such Lender (determined as though
such Lender's Eurodollar Lending Office had funded 100% of its Eurodollar Rate
Advance in the Designated Eurodollar Market) in respect of the imposition of
such reserve requirements (provided that Borrower shall not be obligated to pay
any such amount unless such Lender is charging similar amounts to similarly
situated Borrowers and provided further that Borrower shall not be obligated to
pay any such amount which arose prior to the date which is ninety (90) days
preceding the date of such demand or is attributable to periods prior to the
date which is ninety (90) days preceding the date of such demand). The Lender's
determination of such amount shall be conclusive in the absence of manifest
error.

            (b)   If, after the date hereof, the existence or occurrence of any
Special Eurodollar Circumstance:

                  (1)   shall subject any Lender or its Eurodollar Lending
            Office to any tax, duty or other charge or cost with respect to any
            Eurodollar Rate Advance, any of its Notes evidencing Eurodollar Rate
            Loans or its obligation to make Eurodollar Rate Advances, or shall
            change the basis of taxation of payments to any Lender attributable
            to the principal of or interest on any Eurodollar Rate Advance or
            any other amounts due under this Agreement in respect of any
            Eurodollar Rate Advance, any of its Notes evidencing Eurodollar Rate
            Loans or its obligation to make Eurodollar Rate Advances, excluding
            (i) taxes imposed on or measured in whole or in part by its overall
            net income by (A) any jurisdiction (or political subdivision
            thereof) in which it is organized or maintains its principal office
            or Eurodollar Lending Office or (B) any jurisdiction (or political
            subdivision thereof) in which it is "doing business" and (ii) any
            withholding taxes or other taxes based on gross income imposed by
            the United States of America for any period with respect to which it
            has failed to provide Borrower with the appropriate form or forms
            required by Section 11.21, to the extent such forms are then
            required by applicable Laws;

                  (2)   shall impose, modify or deem applicable any reserve not
            applicable or deemed applicable on the date hereof (including any
            reserve imposed by the Board of Governors of the Federal Reserve
            System, special deposit, capital or similar requirements against
            assets of, deposits with or for the account of, or credit extended
            by, any Lender or its Eurodollar Lending Office); or

                  (3)   shall impose on any Lender or its Eurodollar Lending
            Office or the Designated Eurodollar Market any other condition
            affecting any Eurodollar Rate Advance, any of its Notes evidencing
            Eurodollar Rate Loans, its obligation to make Eurodollar Rate
            Advances or this Agreement, or shall otherwise affect any of the
            same;

                                      -34-
<PAGE>

      and the result of any of the foregoing, as determined in good faith by
      such Lender, increases the cost to such Lender or its Eurodollar Lending
      Office of making or maintaining any Eurodollar Rate Advance or in respect
      of any Eurodollar Rate Advance, any of its Notes evidencing Eurodollar
      Rate Loans or its obligation to make Eurodollar Rate Advances or reduces
      the amount of any sum received or receivable by such Lender or its
      Eurodollar Lending Office with respect to any Eurodollar Rate Advance, any
      of its Notes evidencing Eurodollar Rate Loans or its obligation to make
      Eurodollar Rate Advances (assuming such Lender's Eurodollar Lending Office
      had funded 100% of its Eurodollar Rate Advance in the Designated
      Eurodollar Market), then, within five (5) Banking Days after demand by
      such Lender (with a copy to the Administrative Agent), Borrower shall pay
      to such Lender such additional amount or amounts as will compensate such
      Lender for such increased cost or reduction (determined as though such
      Lender's Eurodollar Lending Office had funded 100% of its Eurodollar Rate
      Advance in the Designated Eurodollar Market); provided that Borrower shall
      not be obligated to pay any such amount unless such Lender is charging
      similar amounts to similarly situated Borrowers and provided further that
      Borrower shall not be obligated to pay any such amount which arose prior
      to the date which is ninety (90) days preceding the date of such demand or
      is attributable to periods prior to the date which is ninety (90) days
      preceding the date of such demand. A statement of any Lender claiming
      compensation under this subsection shall be conclusive in the absence of
      manifest error.

            (c)   If, after the date hereof, the existence or occurrence of any
Special Eurodollar Circumstance shall, in the good faith opinion of any Lender,
make it unlawful or impossible for such Lender or its Eurodollar Lending Office
to make, maintain or fund its portion of any Eurodollar Rate Loan, or materially
restrict the authority of such Lender to purchase or sell, or to take deposits
of, Dollars in the Designated Eurodollar Market, or to determine or charge
interest rates based upon the Eurodollar Rate, and such Lender shall so notify
the Administrative Agent, then such Lender's obligation to make Eurodollar Rate
Advances shall be suspended for the duration of such illegality or impossibility
and the Administrative Agent forthwith shall give notice thereof to the other
Lenders and Borrower. Upon receipt of such notice, the outstanding principal
amount of such Lender's Eurodollar Rate Advances, together with accrued interest
thereon, automatically shall be converted to Alternate Base Rate Advances on
either (1) the last day of the Eurodollar Period(s) applicable to such
Eurodollar Rate Advances if such Lender may lawfully continue to maintain and
fund such Eurodollar Rate Advances to such day(s) or (2) immediately if such
Lender may not lawfully continue to fund and maintain such Eurodollar Rate
Advances to such day(s), provided that in such event the conversion shall not be
subject to payment of a prepayment fee under Section 3.6(e). Each Lender agrees
to endeavor promptly to notify Borrower of any event of which it has actual
knowledge, occurring after the Closing Date, which will cause that Lender to
notify the Administrative Agent under this Section, and agrees to designate a
different Eurodollar 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. In the event that any Lender is
unable, for the reasons set forth above, to make, maintain or fund its portion
of any Eurodollar Rate Loan, such Lender shall fund such amount as an Alternate
Base Rate Advance for the same period of time, and such amount shall be treated
in all respects as an Alternate Base Rate Advance, provided that

                                      -35-
<PAGE>

Borrower shall have the right either: (i) to repay all of its Obligations to
such Lender and to terminate the Commitments of such Lender; or (ii) to replace
such Lender by causing such Lender to assign its Commitments to one or more
other then-existing Lenders or to another Eligible Assignee reasonably
satisfactory to the Administrative Agent and the other then-existing Lenders.
Any Lender whose obligation to make Eurodollar Rate Advances has been suspended
under this Section shall promptly notify the Administrative Agent and Borrower
of the cessation of the Special Eurodollar Circumstance which gave rise to such
suspension.

            (d)   If, with respect to any proposed Eurodollar Rate Loan:

                  (1)   the Administrative Agent reasonably determines that, by
            reason of circumstances affecting the Designated Eurodollar Market
            generally that are beyond the reasonable control of the Lenders,
            deposits in Dollars (in the applicable amounts) are not being
            offered to any Lender in the Designated Eurodollar Market for the
            applicable Eurodollar Period; or

                  (2)   the Requisite Lenders advise the Administrative Agent
            that the Eurodollar Rate as determined by the Administrative Agent
            (i) does not represent the effective pricing to such Lenders for
            deposits in Dollars in the Designated Eurodollar Market in the
            relevant amount for the applicable Eurodollar Period, or (ii) will
            not adequately and fairly reflect the cost to such Lenders of making
            the applicable Eurodollar Rate Advances;

then the Administrative Agent forthwith shall give notice thereof to Borrower
and the Lenders, whereupon until the Administrative Agent notifies Borrower that
the circumstances giving rise to such suspension no longer exist, the obligation
of the Lenders to make any future Eurodollar Rate Advances shall be suspended.

            (e)   Upon payment or prepayment of any Eurodollar Rate Advance
(other than as the result of a conversion required under Section 3.6(c)) on a
day other than the last day in the applicable Eurodollar Period (whether
voluntarily, involuntarily, by reason of acceleration, or otherwise), or upon
the failure of Borrower (for a reason other than the breach by a Lender of its
obligation pursuant to Section 2.1(a) to make an Advance) to borrow on the date
or in the amount specified for a Eurodollar Rate Loan in any Request for Loan
after such Request for Loan has become irrevocable, Borrower shall pay to the
appropriate Lender within five (5) Banking Days after demand a prepayment fee or
failure to borrow fee, as the case may be (determined as though 100% of the
Eurodollar Rate Advance had been funded in the Designated Eurodollar Market)
equal to the sum of:

                  (1)   $250; plus

                  (2)   the amount, if any, by which (i) the additional interest
            would have accrued on the amount prepaid or not borrowed at the
            Eurodollar Rate plus the Applicable Eurodollar Rate Margin if that
            amount had remained or been outstanding through the last day of the
            applicable Eurodollar Period exceeds (ii) the interest that the
            Lender could recover by placing such amount on deposit in the
            Designated Eurodollar Market for a period beginning on the

                                      -36-
<PAGE>

            date of the prepayment or failure to borrow and ending on the last
            day of the applicable Eurodollar Period (or, if no deposit rate
            quotation is available for such period, for the most comparable
            period for which a deposit rate quotation may be obtained); plus

                  (3)   all out-of-pocket expenses incurred by the Lender
            reasonably attributable to such payment, prepayment or failure to
            borrow.

Each Lender's determination of the amount of any prepayment fee payable under
this Section shall be conclusive in the absence of manifest error.

            (f)   Each Lender agrees to endeavor promptly to notify Borrower of
any event of which it has actual knowledge, occurring after the Closing Date,
which will entitle such Lender to compensation pursuant to clause (a) or clause
(b) of this Section, and agrees to designate a different Eurodollar Lending
Office if such designation will avoid the need for or reduce the amount of such
compensation and will not, in the good faith judgment of such Lender, otherwise
be materially disadvantageous to such Lender. Any request for compensation by a
Lender under this Section shall set forth the basis upon which it has been
determined that such an amount is due from Borrower, a calculation of the amount
due, and a certification that the corresponding costs have been incurred by the
Lender. Borrower shall not be obligated to pay any such compensation to a Lender
under this Section if either: (i) within five (5) Banking Days after receiving
notice from such Lender requesting such compensation, Borrower notifies such
Lender of Borrower's intention to repay all Obligations then owing to such
Lender and to terminate the Commitments of such Lender, and Borrower in fact
repays such Obligations and terminates such Commitments within thirty (30) days
after Borrower receipt of such Lender's notice requesting compensation; or (ii)
within five (5) Banking Days after receiving notice from such Lender requesting
such compensation, Borrower notifies such Lender of Borrower's intention to
replace such Lender and Borrower replaces such Lender by causing such Lender to
assign its Commitments to one or more other then-existing Lenders or to another
Eligible Assignee reasonably satisfactory to the Administrative Agent and the
other then-existing Lenders within forty-five (45) days after Borrower receipt
of such Lender's notice requesting compensation.

      3.7   Late Payments. If any installment of principal or interest or any
fee or cost or other amount payable under any Loan Document to the
Administrative Agent or any Lender is not paid when due, it shall thereafter
bear interest at the Default Rate to the fullest extent permitted by applicable
Laws. Accrued and unpaid interest on past due amounts (including, without
limitation, interest on past due interest) shall be compounded monthly, on the
last day of each calendar month, to the fullest extent permitted by applicable
Laws.

      3.8   Computation of Interest and Fees. Computation of interest and fees
under this Agreement shall be calculated on the basis of a year of 360 days and
the actual number of days elapsed. Interest shall accrue on each Loan for the
day on which the Loan is made; interest shall not accrue on a Loan, or any
portion thereof, for the day on which the Loan or such portion is paid. Any Loan
that is repaid on the same day on which it is made shall bear interest for one
day. Notwithstanding anything in this Agreement to the contrary, interest in
excess of the maximum amount permitted by applicable Laws shall not accrue or be
payable

                                      -37-
<PAGE>

hereunder or under the Notes, and any amount paid as interest hereunder or under
the Notes which would otherwise be in excess of such maximum permitted amount
shall instead be treated as a payment of principal.

      3.9   Non-Banking Days. If any payment to be made by Borrower or any other
Party under any Loan Document shall come due on a day other than a Banking Day,
payment shall instead be considered due on the next succeeding Banking Day and
the extension of time shall be reflected in computing interest and fees.

      3.10  Manner and Treatment of Payments.

            (a)   Each payment hereunder (except payments pursuant to Sections
3.5, 3.6, 11.3, 11.11 and 11.22) or on the Notes or under any other Loan
Document shall be made to the Administrative Agent at the Administrative Agent's
Office for the account of each of the Lenders or the Administrative Agent, as
the case may be, in immediately available funds not later than 11:00 a.m.
California time, on the day of payment (which must be a Banking Day). All
payments received after such time, on any Banking Day, shall be deemed received
on the next succeeding Banking Day. The amount of all payments received by the
Administrative Agent for the account of each Lender shall be immediately paid by
the Administrative Agent to the applicable Lender in immediately available funds
and, if such payment was received by the Administrative Agent by 11:00 a.m.,
California time, on a Banking Day and not so made available to the account of a
Lender on that Banking Day, the Administrative Agent shall reimburse that Lender
for the cost to such Lender of funding the amount of such payment at the Federal
Funds Rate. All payments shall be made in lawful money of the United States of
America.

            (b)   Borrower hereby authorizes the Administrative Agent to debit
the general operating bank account of Borrower to effect any payment due to the
Lenders or the Administrative Agent pursuant to this Agreement. Any resulting
overdraft in such account shall be payable by Borrower to the Administrative
Agent on the next following Banking Day.

            (c)   Except to the extent provided in Sections 3.5 and 3.6(f), each
payment or prepayment on account of any Loan shall be applied pro rata according
to the outstanding Advances made by each Lender comprising such Loan.

            (d)   Each Lender shall use its best efforts to keep a record (in
writing or by an electronic data entry system) of Advances made by it and
payments received by it with respect to each of its Notes and, subject to
Section 10.6(g), such record shall, as against Borrower, be presumptive evidence
of the amounts owing. Notwithstanding the foregoing sentence, the failure by any
Lender to keep such a record shall not affect Borrower's obligation to pay the
Obligations.

            (e)   Each payment of any amount payable by Borrower or any other
Party under this Agreement or any other Loan Document shall be made free and
clear of, and without reduction by reason of, any taxes, assessments or other
charges imposed by any Governmental Agency, central bank or comparable
authority, excluding (i) taxes imposed on

                                      -38-
<PAGE>

or measured in whole or in part by its overall net income by (A) any
jurisdiction (or political subdivision thereof) in which it is organized or
maintains its principal office or Eurodollar Lending Office or (B) any
jurisdiction (or political subdivision thereof) in which it is "doing business"
and (ii) any withholding taxes or other taxes based on gross income imposed by
the United States of America for any period with respect to which it has failed
to provide Borrower with the appropriate form or forms required by Section
11.21, to the extent such forms are then required by applicable Laws (all such
non-excluded taxes, assessments or other charges being hereinafter referred to
as "Taxes"). To the extent that Borrower is obligated by applicable Laws to make
any deduction or withholding on account of Taxes from any amount payable to any
Lender under this Agreement, Borrower shall (i) make such deduction or
withholding and pay the same to the relevant Governmental Agency and (ii) pay
such additional amount to that Lender as is necessary to result in that Lender's
receiving a net after-Tax amount equal to the amount to which that Lender would
have been entitled under this Agreement absent such deduction or withholding.
Borrower shall have the right either: (i) to repay all of its Obligations to and
to terminate all of the Commitments of any Lender for which Borrower is required
to deduct or withhold Taxes pursuant to this Section; or (ii) to replace such
Lender by causing such Lender to assign its Commitments to one or more other
then-existing Lenders or to another Eligible Assignee reasonably satisfactory to
the Administrative Agent and the other then-existing Lenders. If and when
receipt of such payment results in an excess payment or credit to that Lender on
account of such Taxes, that Lender shall promptly refund such excess to
Borrower.

      3.11  Funding Sources. Nothing in this Agreement shall be deemed to
obligate any Lender to obtain the funds for any Loan or Advance 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 or Advance in any
particular place or manner.

      3.12  Failure to Charge Not Subsequent Waiver. Any decision by the
Administrative Agent or any Lender not to require payment of any interest
(including interest arising under Section 3.7), fee, cost or other amount
payable under any Loan Document, or to calculate any amount payable by a
particular method, on any occasion shall in no way limit or be deemed a waiver
of the Administrative Agent's or such Lender's right to require full payment of
any interest (including interest arising under Section 3.7), fee, cost or other
amount payable under any Loan Document, or to calculate an amount payable by
another method that is not inconsistent with this Agreement, on any other or
subsequent occasion.

      3.13  Administrative Agent's Right to Assume Payments Will be Made. Unless
the Administrative Agent shall have been notified by Borrower prior to the date
on which any payment to be made by Borrower hereunder is due that Borrower does
not intend to remit such payment, the Administrative Agent may, in its
discretion, assume that Borrower has remitted such payment when so due and the
Administrative Agent may, in its discretion and in reliance upon such
assumption, make available to each Lender on such payment date an amount equal
to such Lender's share of such assumed payment. If Borrower has not in fact
remitted such payment to the Administrative Agent, each Lender shall forthwith
on demand repay to the Administrative Agent the amount of such assumed payment
made available to such Lender, together with interest thereon in respect of each
day from and including the date

                                      -39-
<PAGE>

such amount was made available by the Administrative Agent to such Lender to the
date such amount is repaid to the Administrative Agent at the Federal Funds
Rate.

      3.14  Fee Determination Detail. The Administrative Agent, and any Lender,
shall provide reasonable detail to Borrower regarding the manner in which the
amount of any payment to the Administrative Agent and the Lenders, or that
Lender, under Article 3 has been determined, concurrently with demand for such
payment.

      3.15  Survivability. All of Borrower's obligations under Sections 3.5 and
3.6 shall survive for the ninety (90) day period following the date on which the
Commitment is terminated and all Loans hereunder are fully paid, and Borrower
shall remain obligated thereunder for all claims under such Sections made by any
Lender to Borrower prior to the expiration of such period to the extent provided
in such Sections.

                                      -40-
<PAGE>

                                   Article 4
                         REPRESENTATIONS AND WARRANTIES

            Borrower represents and warrants to the Lenders that:

      4.1   Existence and Qualification; Power; Compliance With Laws. Borrower
is a corporation duly formed, validly existing and in good standing under the
Laws of Delaware. Borrower is duly qualified or registered to transact business
and is in good standing in California and each other jurisdiction in which the
conduct of its business or the ownership or leasing of its Properties makes such
qualification or registration necessary, except where the failure so to qualify
or register and to be in good standing would not constitute a Material Adverse
Effect. Borrower has all requisite power and authority to conduct its business,
to own and lease its Properties and to execute and deliver each Loan Document to
which it is a Party and to perform its Obligations. The chief executive offices
of Borrower are located in California. All outstanding shares of capital stock
of Borrower are duly authorized, validly issued, fully paid and non-assessable,
and no holder thereof has any enforceable right of rescission under any
applicable state or federal securities Laws. Borrower is in compliance with all
Laws and other legal requirements applicable to its business, has obtained all
authorizations, consents, approvals, orders, licenses and permits from, and has
accomplished all filings, registrations and qualifications with, or obtained
exemptions from any of the foregoing from, any Governmental Agency that are
necessary for the transaction of its business, except where the failure so to
comply, obtain authorizations, etc., file, register, qualify or obtain
exemptions does not constitute a Material Adverse Effect.

      4.2   Authority; Compliance With Other Agreements and Instruments and
Government Regulations. The execution, delivery and performance by Borrower and
the Subsidiary Guarantors of the Loan Documents to which it is a Party have been
duly authorized by all necessary corporate action, and do not and will not:

            (a)   Require any consent or approval not heretofore obtained of any
partner, director, stockholder, security holder or creditor of such Party;

            (b)   Violate or conflict with any provision of such Party's
charter, articles of incorporation or bylaws, as applicable;

            (c)   Result in or require the creation or imposition of any Lien
(other than pursuant to the Loan Documents) or Right of Others (other than
Permitted Rights of Others) upon or with respect to any Property now owned or
leased or hereafter acquired by such Party;

            (d)   Violate any Requirement of Law applicable to such Party in any
respect that constitutes a Material Adverse Effect;

            (e)   Result in a breach of or constitute a default under, or cause
or permit the acceleration of any obligation owed under, any indenture or loan
or credit agreement or any other Contractual Obligation to which such Party is a
party or by which such Party or any of its Property is bound or affected in any
respect that constitutes a Material Adverse Effect;

                                      -41-
<PAGE>

and such Party is not in violation of, or default under, any Requirement of Law
or Contractual Obligation, or any indenture, loan or credit agreement described
in Section 4.2(e), in any respect that constitutes a Material Adverse Effect.

      4.3   No Governmental Approvals Required. Except as previously obtained or
made, no authorization, consent, approval, order, license or permit from, or
filing, registration or qualification with, any Governmental Agency is or will
be required to authorize or permit under applicable Laws the execution, delivery
and performance by Borrower or any Subsidiary Guarantor of the Loan Documents to
which it is a Party (except where the failure to do so does not constitute a
Material Adverse Effect).

      4.4   Subsidiaries.

            (a)   Schedule 4.4 hereto correctly sets forth the names, form of
legal entity, number of shares of capital stock issued and outstanding, number
of shares owned by Borrower or a Subsidiary of Borrower (specifying such owner)
and jurisdictions of organization of all Subsidiaries of Borrower as of the
Closing Date and specifies which thereof, as of the Closing Date, are not
conducting any business or operations. Except as described in Schedule 4.4,
Borrower does not own any capital stock, equity interest or debt security which
is convertible, or exchangeable, for capital stock or equity interest in any
Person. Unless otherwise indicated in Schedule 4.4, all of the outstanding
shares of capital stock, or all of the units of equity interest, as the case may
be, of each Subsidiary are owned of record and beneficially by Borrower, there
are no outstanding options, warrants or other rights to purchase capital stock
of any such Subsidiary, and all such shares or equity interests so owned are
duly authorized, validly issued, fully paid and non-assessable, and were issued
in compliance with all applicable state and federal securities and other Laws,
and are free and clear of all Liens, except for Permitted Encumbrances and other
Liens permitted under Section 6.9.

            (b)   Each Subsidiary listed in Schedule 4.4 is a legal entity of
the type described in Schedule 4.4 duly formed, validly existing and in good
standing under the Laws of its jurisdiction of organization, is duly qualified
to do business as a foreign organization and is in good standing as such in each
jurisdiction in which the conduct of its business or the ownership or leasing of
its Properties makes such qualification necessary (except where the failure to
be so duly qualified and in good standing does not constitute a Material Adverse
Effect), and has all requisite power and authority to conduct its business and
to own and lease its Properties.

            (c)   Each Subsidiary is in compliance with all Laws and other
requirements applicable to its business and has obtained all authorizations,
consents, approvals, orders, licenses, and permits from, and each such
Subsidiary has accomplished all filings, registrations, and qualifications with,
or obtained exemptions from any of the foregoing from, any Governmental Agency
that are necessary for the transaction of its business, except where the failure
to be in such compliance, obtain such authorizations, consents, approvals,
orders, licenses, and permits, accomplish such filings, registrations, and
qualifications, or obtain such exemptions, does not constitute a Material
Adverse Effect.

                                      -42-
<PAGE>

      4.5   Financial Statements. Borrower has furnished to the Lenders (a) the
audited financial statements of Borrower for the Fiscal Year ended March 31,
2004 and (b) the unaudited balance sheet and statement of operations of Borrower
for the six-month period ended September 30, 2004. The financial statements
described in clause (a) fairly present in all material respects the financial
condition, results of operations and changes in financial position, and the
balance sheet and statement of operations described in clause (b) fairly present
the financial condition and results of operations of Borrower as of such dates
and for such periods in conformity with GAAP consistently applied, subject only
to normal year-end accruals and audit adjustments.

      4.6   No Other Liabilities; No Material Adverse Changes. As of the Closing
Date, Borrower and its Subsidiaries do not have any material liability or
material contingent liability required under GAAP to be reflected or disclosed,
and not reflected or disclosed, in the balance sheet described in Section
4.5(b), other than liabilities and contingent liabilities arising in the
ordinary course of business since the date of such financial statements. Except
as set forth on Schedule 4.6, as of the Closing Date, to the best of Borrower's
knowledge, no circumstance or event has occurred that constitutes a Material
Adverse Effect since September 30, 2004.

      4.7   Intentionally Deleted.

      4.8   Intangible Assets. Borrower and its Subsidiaries own, or possess the
right to use to the extent necessary in their respective businesses, all
material trademarks, trade names, copyrights, patents, patent rights, computer
software, licenses and other Intangible Assets that are used in the conduct of
their businesses as now operated, and no such Intangible Asset, to the best
knowledge of Borrower, conflicts with the valid trademark, trade name,
copyright, patent, patent right or Intangible Asset of any other Person to the
extent that such conflict constitutes a Material Adverse Effect. Except as set
forth in Schedule 4.8, Borrower has not used any trade name, trade style or
"dba" during the five year period ending on the Closing Date.

      4.9   Public Utility Holding Company Act. Neither Borrower nor any of its
Subsidiaries 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, as amended.

      4.10  Litigation. Except for (a) any matter fully covered as to subject
matter and amount (subject to applicable deductibles and retentions) by
insurance for which the insurance carrier has not asserted lack of subject
matter coverage or reserved its right to do so, (b) any matter, or series of
related matters, involving a claim against Borrower or any of its Subsidiaries
of less than $2,500,000, (c) matters of an administrative nature not involving a
claim or charge against Borrower or any of its Subsidiaries and (d) matters set
forth in Schedule 4.10, as of the Closing Date, there are no actions, suits,
proceedings or investigations pending as to which Borrower or any of its
Subsidiaries have been served or have received notice or, to the best knowledge
of Borrower, threatened against or affecting Borrower or any of its Subsidiaries
or any Property of any of them before any Governmental Agency.

                                      -43-
<PAGE>

      4.11  Binding Obligations. Each of the Loan Documents to which Borrower
and any Subsidiary Guarantor is a Party will, when executed and delivered by
such Party, constitute the legal, valid and binding obligation of such Party,
enforceable against such Party in accordance with its terms, except as
enforcement may be limited by Debtor Relief Laws or equitable principles
relating to the granting of specific performance and other equitable remedies as
a matter of judicial discretion.

      4.12  No Default. No event has occurred and is continuing that is a
Default or Event of Default.

      4.13  ERISA.

            (a)   With respect to each Pension Plan:

                        (i)   such Pension Plan complies in all material
            respects with ERISA and any other applicable Laws to the extent that
            noncompliance constitutes a Material Adverse Effect;

                        (ii)  such Pension Plan has not incurred any
            "accumulated funding deficiency" (as defined in Section 302 of
            ERISA) that constitutes a Material Adverse Effect;

                        (iii) no "reportable event" (as defined in Section 4043
            of ERISA, but excluding such events as to which the PBGC has by
            regulation waived the requirement therein contained that it be
            notified within thirty days of the occurrence of such event) has
            occurred that constitutes a Material Adverse Effect; and

                        (iv)  neither Borrower nor any of its Subsidiaries has
            engaged in any non-exempt "prohibited transaction" (as defined in
            Section 4975 of the Code) that constitutes a Material Adverse
            Effect.

            (b)   Neither Borrower nor any of its Subsidiaries has incurred or
expects to incur any withdrawal liability to any Multiemployer Plan that
constitutes a Material Adverse Effect.

      4.14  Regulation U; Investment Company Act. No part of the proceeds of any
Loan hereunder will be used to purchase or carry, or to extend credit to others
for the purpose of purchasing or carrying, any Margin Stock in violation of
Regulation U. Neither Borrower nor any of its Subsidiaries is or is required to
be registered as an "investment company" under the Investment Company Act of
1940.

      4.15  Disclosure. No written statement made by a Senior Officer to the
Administrative Agent or any Lender in connection with this Agreement, or in
connection with any Loan, as of the date thereof contained any untrue statement
of a material fact or omitted a material fact necessary to make the statement
made not misleading in light of all the circumstances existing at the date the
statement was made.

                                      -44-
<PAGE>

      4.16  Tax Liability. Borrower and its Subsidiaries have filed all tax
returns which are required to be filed, and have paid, or made provision for the
payment of, all taxes with respect to the periods, Property or transactions
covered by said returns, or pursuant to any assessment received by Borrower or
any of its Subsidiaries, except (a) such taxes, if any, as are being contested
in good faith by appropriate proceedings and as to which adequate reserves have
been established and maintained and (b) immaterial taxes so long as no material
Property of Borrower or any of its Subsidiaries is at impending risk of being
seized, levied upon or forfeited.

      4.17  Projections. As of the Closing Date, to the best knowledge of
Borrower, the assumptions set forth in the Projections are reasonable and
consistent with each other and with all facts known to Borrower, and the
Projections are reasonably based on such assumptions. Nothing in this Section
4.17 shall be construed as a representation or covenant that the Projections in
fact will be achieved.

      4.18  Hazardous Materials. Except as described in Schedule 4.18, as of the
Closing Date (a) neither Borrower nor any of its Subsidiaries at any time has
disposed of, discharged, released or threatened the release of any Hazardous
Materials on, from or under the Real Property in violation of any Hazardous
Materials Law that would individually or in the aggregate constitute a Material
Adverse Effect, (b) to the best knowledge of Borrower, no condition exists that
violates any Hazardous Material Law affecting any Real Property except for such
violations that would not individually or in the aggregate constitute a Material
Adverse Effect, (c) no Real Property or any portion thereof is or has been
utilized by Borrower or any of its Subsidiaries as a site for the manufacture of
any Hazardous Materials and (d) to the extent that any Hazardous Materials are
used, generated or stored by Borrower or any of its Subsidiaries on any Real
Property, or transported to or from such Real Property by Borrower or any of its
Subsidiaries, such use, generation, storage and transportation are in compliance
with all Hazardous Materials Laws except for such non-compliance that would not
constitute a Material Adverse Effect or be materially adverse to the interests
of the Lenders.

      4.19  Security Interests. Except as otherwise provided in the Security
Agreement, (a) upon the execution and delivery of the Security Agreement, the
Security Agreement will create a valid first priority security interest in the
Collateral described therein securing the Obligations (subject only to Permitted
Encumbrances, Permitted Rights of Others and other matters permitted by Section
6.9 and to such qualifications and exceptions as are contained in the Uniform
Commercial Code with respect to the priority of security interests perfected by
means other than the filing of a financing statement or with respect to the
creation of security interests in Property to which Division 9 of the Uniform
Commercial Code does not apply), and (b) all actions necessary to perfect the
security interests so created, other than the filing of any required UCC-1
financing statement with the appropriate Governmental Agency, have been taken
and completed.

                                      -45-
<PAGE>

                                   Article 5
                              AFFIRMATIVE COVENANTS

                           (OTHER THAN INFORMATION AND
                             REPORTING REQUIREMENTS)

            So long as any Advance remains unpaid, or any other Obligation
remains unpaid, or any portion of the Commitment remains in force, Borrower
shall, and shall cause its Subsidiaries to, unless the Administrative Agent
(with the written approval of the Requisite Lenders) otherwise consents:

      5.1   Payment of Taxes and Other Potential Liens. Pay and discharge
promptly all taxes, assessments and governmental charges or levies imposed upon
any of them, upon their respective Property or any part thereof and upon their
respective income or profits or any part thereof, except that Borrower and its
Subsidiaries shall not be required to pay or cause to be paid (a) any tax,
assessment, charge or levy that is not yet past due, or is being contested in
good faith by appropriate proceedings so long as the relevant entity has
established and maintains adequate reserves for the payment of the same or (b)
any immaterial tax so long as no material Property of Borrower or its
Subsidiaries is at impending risk of being seized, levied upon or forfeited.

      5.2   Preservation of Existence. Preserve and maintain their respective
existences in the jurisdiction of their formation and all material
authorizations, rights, franchises, privileges, consents, approvals, orders,
licenses, permits, or registrations from any Governmental Agency that are
necessary for the transaction of their respective business and qualify and
remain qualified to transact business in each jurisdiction in which such
qualification is necessary in view of their respective business or the ownership
or leasing of their respective Properties except (a) a merger permitted by
Section 6.3 or as otherwise permitted by this Agreement and (b) where the
failure to so qualify or remain qualified would not constitute a Material
Adverse Effect. Notwithstanding the foregoing, Borrower may liquidate any
Subsidiary that does not constitute a Significant Subsidiary if such liquidation
would not have a Material Adverse Effect.

      5.3   Maintenance of Properties. Maintain, preserve and protect all of
their respective Properties in good order and condition, subject to wear and
tear in the ordinary course of business, and not permit any waste of their
respective Properties, except that the failure to maintain, preserve and protect
a particular item of Property that is at the end of its useful life or that is
not of significant value, either intrinsically or to the operations of Borrower,
shall not constitute a violation of this covenant.

      5.4   Maintenance of Insurance. Maintain liability, casualty, workers'
compensation and other insurance (subject to customary deductibles and
retentions) with responsible insurance companies in such amounts and against
such risks as is carried by responsible companies engaged in similar businesses
and owning similar assets in the general areas in which Borrower and its
Subsidiaries operate.

                                      -46-
<PAGE>

      5.5   Compliance With Laws. Comply with all Requirements of Law
noncompliance with which constitutes a Material Adverse Effect, except that
Borrower and its Subsidiaries need not comply with a Requirement of Law then
being contested by any of them in good faith by appropriate proceedings.

      5.6   Inspection Rights. Upon reasonable notice, at any time during
regular business hours and as often as reasonably requested (but not so as to
materially interfere with the business of Borrower or any of its Subsidiaries)
permit the Administrative Agent, the Collateral Agent or any Lender, or any
authorized employee, agent or representative thereof, at their own cost and
expense prior to the occurrence of an Event of Default, to examine, audit and
make copies and abstracts from the records and books of account of, and to visit
and inspect the Properties of, Borrower and its Subsidiaries and to discuss the
affairs, finances and accounts of Borrower and its Subsidiaries with any of
their officers, key employees, internal accountants and, following the
occurrence of an Event of Default, independent accountants. The Administrative
Agent, the Collateral Agent or any Lender, or any authorized employee, agent or
representative shall (i) comply with all sign-in procedures for visitors, (ii)
observe all general and safety, security, and governmental regulations in effect
at the site, and (iii) observe all rules regarding restricted areas and
restricted information as required by the United States Department of Defense.

      5.7   Keeping of Records and Books of Account. Keep adequate records and
books of account reflecting all financial transactions in conformity with GAAP,
consistently applied, and in material conformity with all applicable
requirements of any Governmental Agency having regulatory jurisdiction over
Borrower and its Subsidiaries.

      5.8   Compliance With Agreements. Promptly and fully comply with all
Contractual Obligations to which any one or more of them is a party, except for
any such Contractual Obligations (a) the performance of which would cause a
Default or (b) then being contested by any of them in good faith by appropriate
proceedings or (c) if the failure to comply does not constitute a Material
Adverse Effect.

      5.9   Use of Proceeds. Use the proceeds of all Revolving Loans for working
capital and general corporate purposes of Borrower.

      5.10  Hazardous Materials Laws. Keep and maintain all Real Property and
each portion thereof in compliance in all material respects with all applicable
Hazardous Materials Laws and promptly notify the Administrative Agent in writing
(attaching a copy of any pertinent written material) of (a) any and all material
enforcement, cleanup, removal or other governmental or regulatory actions
instituted, completed or threatened in writing by a Governmental Agency pursuant
to any applicable Hazardous Materials Laws, (b) any and all material claims made
or threatened in writing by any Person against Borrower relating to damage,
contribution, cost recovery, compensation, loss or injury resulting from any
Hazardous Materials and (c) discovery by any Senior Officer of any of Borrower
of any material occurrence or condition on any real Property adjoining or in the
vicinity of such Real Property that could reasonably be expected to cause such
Real Property or any part thereof to be subject to any restrictions on the
ownership, occupancy, transferability or use of such Real Property under any
applicable Hazardous Materials Laws.

                                      -47-
<PAGE>

      5.11  Syndication Process. Cooperate in such respects as may be reasonably
requested by the Arranger in connection with the syndication of the credit
facilities under this Agreement, including the provision of information (in form
and substance acceptable to the Arranger but subject to confidentiality
provisions) for inclusion in written materials furnished to prospective
syndicate members and the participation by Senior Officers in meetings with
prospective syndicate members. Nothing in this Section 5.11 shall obligate
Borrower to amend any Loan Document.

      5.12  Future Subsidiaries; Additional Security Documentation. (a) Cause
each future Significant Domestic Subsidiary to execute and deliver to the
Administrative Agent (i) an appropriate joinder to the Subsidiary Guaranty and
the Subsidiary Security Agreement and (ii) landlord/mortgagee waivers, together
with an opinion of counsel from counsel and in form and substance reasonably
acceptable to the Administrative Agent, and (b) cause Borrower to pledge to the
Administrative Agent pursuant to the Pledge Agreement 65% of the capital stock
or other equity interests of any Significant Foreign Subsidiary formed or
acquired after the Closing Date. In addition to the foregoing, except to the
extent set forth in the Security Agreement and/or the Subsidiary Security
Agreement, respectively, Borrower and its Significant Domestic Subsidiaries
shall cause such documents and instruments as may be reasonably requested by the
Administrative Agent (or any Lender through the Administrative Agent) from time
to time to be executed and delivered and do such further acts and things as
reasonably may be required in order for the Administrative Agent, for the
benefit of the Lenders, to obtain a fully perfected first priority Lien on all
Collateral, subject to Permitted Encumbrances, Permitted Rights of Others and
other matters permitted by Section 6.9.

                                      -48-
<PAGE>

                                   Article 6
                               NEGATIVE COVENANTS

            So long as any Advance remains unpaid, or any other Obligation
remains unpaid, or any portion of the Commitments remains in force, Borrower
shall not, and shall not permit any of its Subsidiaries to, unless the
Administrative Agent (with the written approval of the Requisite Lenders or, if
required by Section 11.2, of all of the Lenders) otherwise consents:

      6.1   Payment of Subordinated Obligations. Pay any (a) principal
(including sinking fund payments) or any other amount (other than scheduled
interest payments) with respect to any Subordinated Obligation, or purchase or
redeem (or offer to purchase or redeem) any Subordinated Obligation, or deposit
any monies, securities or other Property with any trustee or other Person to
provide assurance that the principal or any portion thereof of any Subordinated
Obligation will be paid when due or otherwise to provide for the defeasance of
any Subordinated Obligation or (b) scheduled interest on any Subordinated
Obligation unless the payment thereof is then permitted pursuant to the terms of
the indenture or other agreement governing such Subordinated Obligation.

      6.2   Disposition of Property. Make any Disposition of its Property,
whether now owned or hereafter acquired, except (a) a Disposition by Borrower to
a Wholly-Owned Subsidiary, or by a Subsidiary to Borrower or a Wholly-Owned
Subsidiary and (b) a Disposition for which the Net Cash Sales Proceeds do not
exceed $10,000,000 or when added to the aggregate Net Cash Sales Proceeds of all
Dispositions made during the term of this Agreement do not exceed $20,000,000.

      6.3   Mergers. Merge or consolidate with or into any Person, except (a)
mergers and consolidations of a Subsidiary of Borrower into Borrower or a
Wholly-Owned Subsidiary, or of Subsidiaries with each other and (b) a merger or
consolidation of a Person into Borrower or with or into a Wholly-Owned
Subsidiary of Borrower which constitutes a Permitted Acquisition; provided that
(i) Borrower is the surviving entity of any merger to which it is a party, (ii)
no Default or Event of Default then exists or would result therefrom and (iii)
Borrower and each of the Subsidiary Guarantors execute such amendments to the
Loan Documents as the Administrative Agent or the Collateral Agent may
reasonably determine are appropriate as a result of such merger in order to
preserve the enforceability of the Loan Documents on the parties thereto and
their successors, if any, and except to the extent set forth in the Security
Agreement and/or the Subsidiary Security Agreement, maintain the perfection of
the Administrative Agent's Liens on the Collateral.

      6.4   Hostile Acquisitions. Directly or indirectly use the proceeds of any
Loan in connection with the acquisition of part or all of a voting interest of
five percent (5%) or more in any corporation or other business entity if such
acquisition is opposed by the board of directors of such corporation or business
entity.

      6.5   Acquisitions. Make any Acquisition other than a Permitted
Acquisition.

                                      -49-
<PAGE>

      6.6   Distributions. Make any Distribution, whether from capital, income
or otherwise, and whether in Cash or other Property, except:

            (a)   Distributions by any Subsidiary to Borrower or to any
Wholly-Owned Subsidiary; and

            (b)   stock dividends payable on Common Stock.

      6.7   ERISA. At any time, (a) permit any Pension Plan to: (i) engage in
any non-exempt "prohibited transaction" (as defined in Section 4975 of the
Code); (ii) fail to comply with ERISA or any other applicable Laws; (iii) incur
any material "accumulated funding deficiency" (as defined in Section 302 of
ERISA); or (iv) terminate in any manner, which, with respect to each event
listed above, could reasonably be expected to result in a Material Adverse
Effect or (b) withdraw, completely or partially, from any Multiemployer Plan if
to do so could reasonably be expected to result in a Material Adverse Effect.

      6.8   Change in Nature of Business. Make any material change in the nature
of the business of the Parent and its Subsidiaries, taken as a whole.

      6.9   Liens. Create, incur, assume or suffer to exist any Lien of any
nature upon or with respect to any of their respective Properties, or engage in
any sale and leaseback transaction with respect to any of their respective
Properties, whether now owned or hereafter acquired, except:

            (a)   Liens existing on the Closing Date and disclosed in Schedule
6.9 and any renewals/extensions or amendments thereof, provided that the
obligations secured or benefited thereby are not increased;

            (b)   Liens in favor of the Administrative Agent pursuant to the
Security Agreement.

            (c)   Permitted Encumbrances;

            (d)   Liens on personal property acquired by Borrower or any of its
Subsidiaries that were in existence at the time of the acquisition of such
Property and were not created in contemplation of such acquisition;

            (e)   Liens on real property acquired by Borrower or any of its
Subsidiaries for use in the business of Borrower or such Subsidiary;

            (f)   Liens securing Indebtedness, in an aggregate outstanding
principal amount at any time of not more than $5,000,000, permitted by Section
6.10(d) on and limited to the capital assets acquired, constructed or financed
with the proceeds of such Indebtedness or with the proceeds of any Indebtedness
directly or indirectly refinanced by such Indebtedness;

                                      -50-
<PAGE>

            (g)   Liens securing obligations of Borrower or any of its
Subsidiaries under any Interest Rate Protection Agreement with one of the
Lenders or any Affiliate of a Lender; and

            (h)   Non-consensual Liens securing Indebtedness of not more than
$1,000,000, provided that such Liens are discharged within thirty (30) days
after their incurrence by Borrower.

      6.10  Indebtedness and Guaranty Obligations. Create, incur or assume any
Indebtedness or Guaranty Obligation except:

            (a)   Indebtedness and Guaranty Obligations existing on the Closing
Date and disclosed in Schedule 6.10, and refinancings, renewals, extensions or
amendments that do not increase the amount thereof;

            (b)   Indebtedness and Guaranty Obligations under the Loan
Documents;

            (c)   Indebtedness and Guaranty Obligations owed to Borrower or any
of its Subsidiaries;

            (d)   Indebtedness consisting of Capital Lease Obligations, or
otherwise incurred to finance the purchase or construction of property or assets
(so long as (i) the Indebtedness incurred in any such purchase shall not exceed
one hundred percent (100%) of the purchase price of the property or assets
purchased and (ii) such Indebtedness shall be incurred concurrently with or
within twelve (12) months following the purchase or construction of such
property or assets) or to refinance any such Indebtedness, provided that the
aggregate outstanding principal amount of such Indebtedness does not exceed
$5,000,000 at any time.

            (e)   Indebtedness incurred to finance the purchase or construction
of real property used in the business of Borrower or any of its Subsidiaries;

            (f)   Subordinated Obligations in such amount as may be approved in
writing by the Requisite Lenders, except as expressly provided in this
Agreement;

            (g)   Indebtedness consisting of debt securities for which the Net
Cash Issuance Proceeds will be applied as a mandatory prepayment pursuant to
Section 3.1(f);

            (h)   Indebtedness consisting of Interest Rate Protection
Agreements;

            (i)   Guaranty Obligations in support of the obligations of a
Wholly-Owned Subsidiary, provided that such obligations are not prohibited by
this Agreement; and

            (j)   Indebtedness of a Person acquired in a Permitted Acquisition
which is outstanding at the time of such acquisition.

      6.11  Transactions with Affiliates. Enter into any transaction of any kind
with any Affiliate of Borrower other than (a) salary, bonus, employee stock
option and other

                                      -51-
<PAGE>

compensation arrangements with directors or officers in the ordinary course of
business, (b) transactions that are fully disclosed to the board of directors
(or executive committee thereof) of Borrower and expressly authorized by a
resolution of the board of directors (or executive committee) of Borrower which
is approved by a majority of the directors (or executive committee) not having
an interest in the transaction, (c) transactions between or among Borrower and
its Subsidiaries and (d) transactions on overall terms at least as favorable to
Borrower or its Subsidiaries as would be the case in an arm's-length transaction
between unrelated parties of equal bargaining power. Except as set forth in
Schedule 6.11, without limiting the generality of the preceding sentence, in no
event shall Borrower pay, or permit any of its Subsidiaries to pay, management
fees or fees for services (other than reimbursements to Borrower by its
Subsidiaries of actual costs and allocable overhead) to any Affiliate of
Borrower without the prior written approval of the Administrative Agent.

      6.12  Intentionally Omitted.

      6.13  EBITDA. Permit EBITDA for the twelve-month period ending on the last
day of any Fiscal Quarter to be less than $30,000,000.

      6.14  Tangible Net Worth. Permit Tangible Net Worth as of the last day of
any Fiscal Quarter to be less than $135,000,000.

      6.15  Quick Ratio. Permit the Quick Ratio as of the last day of any Fiscal
Quarter to be less than 1.50 to 1.00;

      6.16  Investments. Make or suffer to exist any Investment, other than:

            (a)   Investments in existence on the Closing Date and disclosed on
Schedule 6.16;

            (b)   Investments consisting of Cash Equivalents;

            (c)   Investments in a Person that is the subject of the Acquisition
permitted by Section 6.5;

            (d)   Investments consisting of advances to officers, directors and
employees of a Borrower or of any Subsidiary for travel, entertainment,
relocation, anticipated bonus and analogous ordinary business purposes;

            (e)   Investments in a Domestic Subsidiary that is a Wholly-Owned
Subsidiary;

            (f)   Investments in a Foreign Subsidiary that is a Wholly-Owned
Subsidiary and Investments in Joint Ventures; provided that (i) the aggregate of
such Investments in Trellisware Technologies, Inc., a Delaware corporation, in
any Fiscal Year does not exceed $3,000,000, and (ii) the aggregate of all such
Investments in all Foreign Subsidiaries and Joint Ventures in any Fiscal Year
does not exceed $10,000,000;

                                      -52-
<PAGE>

            (g)   Investments consisting of the extension of credit to customers
or suppliers of Borrower and its Subsidiaries in the ordinary course of business
and any Investments received in satisfaction or partial satisfaction thereof;

            (h)   Investments received in connection with the settlement of a
bona fide dispute with another Person;

            (i)   Investments representing all or a portion of the sales price
of Property sold or services provided to another Person;

            (j)   Investments by Foreign Subsidiaries in any other Subsidiary of
a Borrower (whether a Domestic Subsidiary or a Foreign Subsidiary); and

            (k)   Investments not described above not in excess of $5,000,000 in
any Fiscal Year.

      6.17  Capital Expenditures. Make any Capital Expenditure in any Fiscal
Year, if to do so would cause the aggregate Capital Expenditures made in such
Fiscal Year to exceed $20,000,000 (exclusive of (i) Capital Expenditures made in
connection with Permitted Acquisitions, (ii) Bandwidth Capital Expenditures of
up to $25,000,000 during the term of this Agreement, and (iii) VSAT Capital
Expenditures of up to $10,000,000 in such Fiscal Year).

      6.18  Amendments to Subordinated Obligations. Amend or modify any term or
provision of any indenture, agreement or instrument evidencing or governing any
Subordinated Obligation in any respect that will or may have a Material Adverse
Effect.

      6.19  Changes in Officers, Name, Location of Chief Executive Offices, Etc.
Without providing notification to the Administrative Agent or the Collateral
Agent, make any change in the executive officers or other senior management of
Borrower or the corporate name of Borrower, or without providing ten (10)
calendar days prior written notice to the Administrative Agent or the Collateral
Agent, make any change in the location of Borrower's material assets, principal
place of business or chief executive office.

                                      -53-
<PAGE>

                                   Article 7
                     INFORMATION AND REPORTING REQUIREMENTS

      7.1   Financial and Business Information. So long as any Advance remains
unpaid, or any other Obligation remains unpaid, or any portion of the
Commitments remains in force, Borrower shall, unless the Administrative Agent
(with the written approval of the Requisite Lenders) otherwise consents, at
Borrower's sole expense, deliver to the Administrative Agent for distribution by
it to the Lenders, a sufficient number of copies for all of the Lenders of the
following:

            (a)   As soon as practicable, and in any event within 50 days after
the end of each Fiscal Quarter (other than the fourth Fiscal Quarter in any
Fiscal Year), the consolidated and consolidating balance sheet of Borrower and
its Subsidiaries as at the end of such Fiscal Quarter and the consolidated and
consolidating statements of operations and cash flows for such Fiscal Quarter,
and the portion of the Fiscal Year ended with such Fiscal Quarter, all in
reasonable detail. Such financial statements shall be certified by the chief
financial officer of Borrower or his or her designated representative as fairly
presenting the financial condition, results of operations and cash flows of
Borrower and its Subsidiaries in accordance with GAAP (other than footnote
disclosures), consistently applied, as at such date and for such periods,
subject only to normal year-end accruals and audit adjustments;

            (b)   As soon as practicable, and in any event before the
commencement of a Pricing Period, a Pricing Certificate for such Pricing Period
setting forth a calculation of the Funded Debt to EBITDA Ratio as of the last
day of the Fiscal Quarter immediately prior to such Pricing Period, and
providing reasonable detail as to the calculation thereof, which calculations in
the case of the fourth Fiscal Quarter in any Fiscal Year shall be based on the
preliminary unaudited financial statements of Borrower and its Subsidiaries for
such Fiscal Quarter, and as soon as practicable thereafter, in the event of any
material variance in the actual calculation of the Funded Debt to EBITDA Ratio
from such preliminary calculation, a revised Pricing Certificate setting forth
the actual calculation thereof;

            (c)   As soon as practicable, and in any event within 120 days after
the end of each Fiscal Year, the consolidated and consolidating balance sheet of
Borrower and its Subsidiaries as at the end of such Fiscal Year and the
consolidated and consolidating statements of operations, stockholders' equity
and cash flows, in each case of Borrower and its Subsidiaries for such Fiscal
Year, all in reasonable detail. Such financial statements shall be prepared in
accordance with GAAP, consistently applied, and such consolidated financial
statements shall be accompanied by a report of PricewaterhouseCoopers LLP or
other independent public accountants of recognized standing selected by Borrower
and reasonably satisfactory to the Requisite Lenders, which report shall be
prepared in accordance with generally accepted auditing standards as at such
date, and shall not be subject to any qualifications or exceptions as to the
scope of the audit nor to any other qualification or exception determined by the
Requisite Lenders in their good faith business judgment to be adverse to the
interests of the Lenders;

            (d)   As soon as practicable, and in any event not later than April
15th of each Fiscal Year, a budget and projections by Fiscal Quarter for the
following Fiscal Year

                                      -54-
<PAGE>

(the "First Year") and by Fiscal Year for the next succeeding Fiscal Year (the
"Second Year"), including for the First Year, projected consolidated balance
sheets, statements of operations and statements of cash flow of Borrower and its
Subsidiaries, forecast assumptions, and a budget for Capital Expenditures, and,
for the Second Year, projected consolidated condensed balance sheets and
statements of operations and cash flows of Borrower and its Subsidiaries,
forecast assumptions, and a budget for Capital Expenditures, all in reasonable
detail;

            (e)   Promptly after request by the Administrative Agent or any
Lender, copies of any detailed audit reports by independent accountants in
connection with the accounts or books of Borrower or any of its Subsidiaries, or
any audit of any of them;

            (f)   Promptly after the same are available, and in any event within
5 Banking Days after filing with the Securities and Exchange Commission, copies
of each annual report, proxy or financial statement or other report or
communication sent to the stockholders of Borrower, and copies of all annual,
regular, periodic and special reports and registration statements which Borrower
may file or be required to file with the Securities and Exchange Commission
under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended,
and not otherwise required to be delivered to the Lenders pursuant to other
provisions of this Section 7.1;

            (g)   Promptly after request by the Administrative Agent or any
Lender, copies of any other report or other document that was filed by Borrower
with any Governmental Agency, but excluding such reports or documents as are
filed with any Governmental Agency as part of Borrower's ordinary course
transactions with any Governmental Agency;

            (h)   Promptly upon a Senior Officer becoming aware, and in any
event within five (5) Banking Days after becoming aware, of the occurrence of
any (i) "reportable event" (as such term is defined in Section 4043 of ERISA,
but excluding such events as to which the PBGC has by regulation waived the
requirement therein contained that it be notified within thirty days of the
occurrence of such event) or (ii) non-exempt "prohibited transaction" (as such
term is defined in Section 406 of ERISA or Section 4975 of the Code) involving
any Pension Plan or any trust created thereunder, telephonic notice specifying
the nature thereof, and, no more than two (2) Banking Days after such telephonic
notice, written notice again specifying the nature thereof and specifying what
action Borrower is taking or proposes to take with respect thereto, and, when
known, any action taken by the Internal Revenue Service with respect thereto;

            (i)   As soon as practicable, and in any event within five (5)
Banking Days after a Senior Officer becomes aware of the existence of any
condition or event which constitutes a Default or Event of Default, telephonic
notice specifying the nature and period of existence thereof, and, no more than
five (5) Banking Days after such telephonic notice, written notice again
specifying the nature and period of existence thereof and specifying what action
Borrower is taking or proposes to take with respect thereto;

            (j)   Promptly upon a Senior Officer becoming aware that (i) any
Person has commenced a legal proceeding with respect to a claim against Borrower
that is $7,500,000 or

                                      -55-
<PAGE>

more in excess of the amount thereof that is fully covered by insurance, (ii)
any creditor under a credit agreement involving Indebtedness of $3,000,000 or
more or any lessor under a lease involving aggregate rent of $3,000,000 or more
has asserted a default thereunder on the part of Borrower or, (iii) any Person
has commenced a legal proceeding with respect to a claim against Borrower under
a contract that is not a credit agreement or material lease with respect to a
claim of in excess of $7,500,000 or which otherwise may reasonably be expected
to result in a Material Adverse Effect, a written notice describing the
pertinent facts relating thereto and what action Borrower is taking or proposes
to take with respect thereto;

            (k)   As soon as practicable, and in any event within 50 days after
the end of each Fiscal Quarter, (i) a summary of accounts receivable prepared by
management, and (ii) a summary of Borrower's backlog and contracts awarded to
Borrower, all in reasonable detail and in such form as Administrative Agent may
reasonably request together with such backup information as the Administrative
Agent may reasonable reasonably request; and

            (l)   Such other data and information as from time to time may be
reasonably requested by the Administrative Agent, the Collateral Agent, any
Lender (through the Administrative Agent) or the Requisite Lenders, to the
extent reasonably available to Borrower.

      7.2   Intentionally Omitted.

      7.3   Compliance Certificates. So long as any Advance remains unpaid or
any portion of the Commitments remains outstanding, Borrower shall, at
Borrower's sole expense, deliver to the Administrative Agent for distribution by
it to the Lenders concurrently with the financial statements required pursuant
to Sections 7.1(a) and 7.1(c), a Compliance Certificate signed by a Senior
Officer or his or her designated representative.

                                      -56-
<PAGE>

                                   Article 8
                                   CONDITIONS

      8.1   Initial Credit Issuance. The obligation of each Lender to make the
initial Credit Issuance is subject to the following conditions precedent, each
of which shall be satisfied prior to the making of the initial Advances (unless
all of the Lenders, in their sole and absolute discretion, shall agree
otherwise):

            (a)   The Administrative Agent shall have received all of the
following, each (other than the documents referred to in clauses (7) and (9)
below) properly executed by a Responsible Official of each party thereto, each
dated as of the Closing Date and each in form and substance satisfactory to the
Administrative Agent and its legal counsel (unless otherwise specified or, in
the case of the date of any of the following, unless the Administrative Agent
otherwise agrees or directs):

                  (1)   at least one (1) executed counterpart of this Agreement,
            together with arrangements satisfactory to the Administrative Agent
            for additional executed counterparts, sufficient in number for
            distribution to the Lenders and Borrower;

                  (2)   Revolving Notes executed by Borrower in favor of each
            Lender, each in a principal amount equal to that Lender's Pro Rata
            Share of the Revolving Commitment;

                  (3)   the Security Agreement executed by Borrower;

                  (4)   [INTENTIONALLY OMITTED]

                  (5)   the Subsidiary Guaranty executed by the Subsidiary
            Guarantors;

                  (6)   the Subsidiary Security Agreement executed by the
            Subsidiary Guarantors;

                  (7)   such financing statements on Form UCC-1 with respect to
            the Security Agreement and the Subsidiary Security Agreement as the
            Collateral Agent may request;

                  (8)   with respect to Borrower and the Subsidiary Guarantors,
            such documentation as the Administrative Agent may reasonably
            require to establish the due organization, valid existence and good
            standing of Borrower and the Subsidiary Guarantors, their
            qualification to engage in business in each material jurisdiction in
            which they are engaged in business or required to be so qualified,
            their authority to execute, deliver and perform the Loan Documents
            to which they are a Party, the identity, authority and capacity of
            each Responsible Official thereof authorized to act on their behalf,
            including certified copies of articles or certificates of
            incorporation and amendments thereto, bylaws and amendments thereto,
            certificates of good standing and/or qualification to engage in
            business, tax clearance certificates, certificates of

                                      -57-
<PAGE>

            corporate resolutions, incumbency certificates, Certificates of
            Responsible Officials, and the like;

                  (9)   the Opinion of Counsel;

                  (10)  a Certificate of Borrower, signed by the chief financial
            officer of Borrower or his or her designated representative,
            certifying that, to the best of his knowledge, the representation
            contained in Section 4.17 is, to the best of his or her knowledge,
            true and correct;

                  (11)  a Certificate of Borrower, executed by the chief
            financial officer of Borrower or his or her designated
            representative, certifying that the conditions specified in Sections
            8.1(e) and 8.1(f) have been satisfied; and

                  (12)  such other assurances, certificates, documents, consents
            or opinions as the Administrative Agent, the Collateral Agent or the
            Requisite Lenders reasonably may require.

            (b)   The fees payable on the Closing Date pursuant to Section 3.2
shall have been paid.

            (c)   The Collateral Agent shall be reasonably satisfied that it
holds (or has the reasonable ability to hold) a first priority perfected Lien in
the Collateral (except to the extent permitted herein and except to the extent
set forth in the Security Agreement and/or Subsidiary Security Agreement), for
the ratable benefit of the Lenders, subject only to Permitted Encumbrances and
Liens permitted in Section 6.9.

            (d)   The reasonable costs and expenses of the Administrative Agent
and the Collateral Agent in connection with the preparation of the Loan
Documents payable pursuant to Section 11.3, and invoiced to Borrower prior to
the Closing Date (if applicable), shall have been (or shall concurrently be)
paid.

            (e)   The representations and warranties of Borrower contained in
Article 4 shall be true and correct in all material respects.

            (f)   Borrower and any other Parties shall be in compliance in all
material respects with all the terms and provisions of the Loan Documents, and
giving effect to the initial Credit Issuance, no Default or Event of Default
shall have occurred and be continuing.

            (g)   All legal matters relating to the Loan Documents shall be
reasonably satisfactory to Sheppard, Mullin, Richter & Hampton LLP, special
counsel to the Administrative Agent, and to counsel to the Collateral Agent.

      8.2   Any Advance. The obligation of each Lender to make any Advance, and
the obligation of the Issuing Lender to issue any Letter of Credit, is subject
to the following conditions precedent (unless the Requisite Lenders, in their
reasonable discretion, shall agree otherwise):

                                      -58-
<PAGE>

            (a)   except (i) for representations and warranties which expressly
speak as of a particular date or are no longer true and correct as a result of a
change which is permitted by this Agreement or (ii) as disclosed by Borrower and
approved in writing by the Requisite Lenders, the representations and warranties
contained in Article 4 (other than Sections 4.4, 4.6 (first sentence), 4.10 and
4.17) shall be true and correct in all material respects on and as of the date
of the Advance as though made on that date;

            (b)   no circumstance or event shall have occurred since the Closing
Date that constitutes a Material Adverse Effect;

            (c)   other than matters described in Schedule 4.10 or not required
as of the Closing Date to be therein described, there shall not be then pending
or threatened any action, suit, proceeding or investigation against or affecting
Borrower or any of its Subsidiaries or any Property of any of them before any
Governmental Agency that constitutes a Material Adverse Effect; and

            (d)   the Administrative Agent shall have timely received a Request
for Loan (or telephonic or other request for Loan referred to in the second
sentence of Section 2.1(c), if applicable), or a Request for Letter of Credit
(as applicable), in compliance with Article 2.

                                      -59-
<PAGE>

                                   Article 9
              EVENTS OF DEFAULT AND REMEDIES UPON EVENT OF DEFAULT

      9.1   Events of Default. The existence or occurrence of any one or more of
the following events, whatever the reason therefor and under any circumstances
whatsoever, shall constitute an Event of Default:

            (a)   Borrower fails to pay any principal on any of the Notes, or
any portion thereof, within five (5) days after the date when due; or

            (b)   Borrower fails to pay any interest on any of the Notes, or any
fees under Sections 3.3, 3.4 or 3.5, or any portion thereof, within two (2)
Banking Days after the date when due; or fails to pay any other fee or amount
payable to the Lenders under any Loan Document, or any portion thereof, within
two (2) Banking Days after demand therefor; or

            (c)   Borrower fails to comply with any of the covenants contained
in Article 6 (other than Sections 6.8, 6.11, or 6.16); or

            (d)   Borrower fails to comply with Section 7.1(i) in any respect
that has a Material Adverse Effect and the related Default or Event of Default
continues for longer than any applicable cure or grace period permitted
hereunder for such Default or Event of Default; or

            (e)   Borrower or any other Party fails to perform or observe any
other covenant or agreement (not specified in clause (a), (b), (c) or (d) above)
contained in any Loan Document on its part to be performed or observed within
twenty (20) Banking Days after the giving of notice by the Administrative Agent
on behalf of the Requisite Lenders of such Default or, if such Default is not
reasonably susceptible of cure within such period, within such longer period as
is reasonably necessary to effect a cure so long as such Borrower or such Party
continues to diligently pursue cure of such Default but not in any event in
excess of forty (40) Banking Days; or

            (f)   Any representation or warranty of Borrower or any other Party
made in any Loan Document, or in any certificate or other writing delivered by
Borrower or such Party pursuant to any Loan Document, proves to have been
incorrect when made or reaffirmed in any respect has a Material Adverse Effect;
or

            (g)   Borrower (i) fails to pay the principal, or any principal
installment, of any present or future Indebtedness of $1,000,000 or more, or any
guaranty of present or future Indebtedness of $1,000,000 or more, on its part to
be paid, when due (or within any stated grace period), whether at the stated
maturity, upon acceleration, by reason of required prepayment or otherwise or
(ii) fails to perform or observe any other term, covenant or agreement on its
part to be performed or observed, or suffers any event of default to occur, in
connection with any present or future Indebtedness of $1,000,000 or more, or of
any guaranty of present or future Indebtedness of $1,000,000 or more, if as a
result of such failure or sufferance any holder or holders thereof (or an agent
or trustee on its or their behalf) has the right to declare such Indebtedness
due before the date on which it otherwise would become

                                      -60-
<PAGE>

due or the right to require Borrower to redeem or purchase, or offer to redeem
or purchase, all or any portion of such Indebtedness; or

            (h)   Any Loan Document, at any time after its execution and
delivery and for any reason other than the agreement or action (or omission to
act) of the Administrative Agent, the Collateral Agent or the Lenders or
satisfaction in full of all the Obligations, ceases to be in full force and
effect or is declared by a court of competent jurisdiction to be null and void,
invalid or unenforceable in any respect which has a Material Adverse Effect; or
any Collateral Document ceases (other than by action or inaction of the
Collateral Agent or any Lender) to create a valid and effective Lien in any
material portion of the Collateral; or any Party thereto denies in writing that
it has any or further liability or obligation under any Loan Document, or
purports to revoke, terminate or rescind same; or

            (i)   A final judgment against Borrower is entered for the payment
of money in excess of $5,000,000 (not covered by insurance or for which an
insurer has reserved its rights) and, absent procurement of a stay of execution,
such judgment remains unsatisfied for thirty (30) calendar days after the date
of entry of judgment, or in any event later than five (5) days prior to the date
of any proposed sale thereunder; or 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 Borrower and is not released, vacated or fully bonded
within thirty (30) calendar days after its issue or levy; or

            (j)   Borrower institutes or consents to the institution of any
proceeding under a Debtor Relief Law relating to it or to all or any material
part of its Property, or is unable or admits in writing its inability to pay its
debts as they mature, 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 that Person and the appointment continues
undischarged or unstayed for sixty (60) calendar days; or any proceeding under a
Debtor Relief Law relating to any such Person or to all or any part of its
Property is instituted without the consent of that Person and continues
undismissed or unstayed for sixty (60) calendar days; or

            (k)   The occurrence of an Event of Default (as such term is or may
hereafter be specifically defined in any other Loan Document) under any other
Loan Document; or

            (l)   Any holder of a Subordinated Obligation of more than
$1,000,000 asserts in writing that such Subordinated Obligation is not
subordinated to the Obligations in accordance with its terms and Borrower does
not promptly deny in writing such assertion and contest any attempt by such
holder to take action based on such assertion; or

            (m)   Any Pension Plan maintained by Borrower is finally determined
by the PBGC to have a material "accumulated funding deficiency" as that term is
defined in Section 302 of ERISA in excess of an amount equal to 5% of the
consolidated total assets of Borrower as of the most-recently ended Fiscal
Quarter; or

                                      -61-
<PAGE>

            (n)   a circumstance or event has occurred that constitutes a
Material Adverse Effect; or

            (o)   A Change in Control occurs.

      9.2   Remedies Upon Event of Default. Without limiting any other rights or
remedies of the Administrative Agent, the Collateral Agent or the Lenders
provided for elsewhere in this Agreement, or the other Loan Documents, or by
applicable Law, or in equity, or otherwise:

            (a)   Upon the occurrence, and during the continuance, of any Event
of Default other than an Event of Default described in Section 9.1(j):

                  (1)   the Commitments to make Advances and all other
            obligations of the Administrative Agent or the Lenders and all
            rights of Borrower and any other Parties under the Loan Documents
            shall be suspended without notice to or demand upon Borrower, which
            are expressly waived by Borrower, except that all of the Lenders or
            the Requisite Lenders (as the case may be, in accordance with
            Section 11.2) may waive an Event of Default or, without waiving,
            determine, upon terms and conditions satisfactory to the Lenders or
            Requisite Lenders, as the case may be, to reinstate the Commitments
            and such other obligations and rights and make further Advances,
            which waiver or determination shall apply equally to, and shall be
            binding upon, all the Lenders;

                  (2)   the Issuing Lender may, with the approval of the
            Administrative Agent on behalf of the Requisite Lenders, demand
            immediate payment by Borrower of an amount equal to the aggregate
            amount of all outstanding Letters of Credit to be held by the
            Issuing Lender in an interest-bearing cash collateral account as
            collateral hereunder; and

                  (3)   the Requisite Lenders may request the Administrative
            Agent to, and the Administrative Agent thereupon shall, terminate
            the Commitments and/or declare all or any part of the unpaid
            principal of all Notes, all interest accrued and unpaid thereon and
            all other amounts payable under the Loan Documents to be forthwith
            due and payable, whereupon the same shall become and be forthwith
            due and payable, without protest, presentment, notice of dishonor,
            demand or further notice of any kind, all of which are expressly
            waived by Borrower.

            (b)   Upon the occurrence of any Event of Default described in
Section 9.1(j):

                  (1)   the Commitments to make Advances and all other
            obligations of the Administrative Agent, the Collateral Agent or the
            Lenders and all rights of Borrower and any other Parties under the
            Loan Documents shall terminate without notice to or demand upon
            Borrower, which are expressly waived by Borrower, except that all of
            the Lenders may waive the Event of Default or,

                                      -62-
<PAGE>

            without waiving, determine, upon terms and conditions satisfactory
            to all the Lenders, to reinstate the Commitments and such other
            obligations and rights and make further Advances, which
            determination shall apply equally to, and shall be binding upon, all
            the Lenders;

                  (2)   an amount equal to the aggregate amount of all
            outstanding Letters of Credit shall be immediately due and payable
            to the Issuing Lender without notice to or demand upon Borrower,
            which are expressly waived by Borrower, to be held by the Issuing
            Lender in an interest-bearing cash collateral account as collateral
            hereunder; and

                  (3)   the unpaid principal of all Notes, all interest accrued
            and unpaid thereon and all other amounts payable under the Loan
            Documents shall be forthwith due and payable, without protest,
            presentment, notice of dishonor, demand or further notice of any
            kind, all of which are expressly waived by Borrower.

            (c)   Upon the occurrence of any Event of Default, the Lenders, the
Administrative Agent and the Collateral Agent, or any of them, without notice to
(except as expressly provided for in any Loan Document) or demand upon Borrower,
which are expressly waived by Borrower (except as to notices expressly provided
for in any Loan Document), may proceed (but only with the consent of the
Requisite Lenders) to protect, exercise and enforce their rights and remedies
under the Loan Documents against Borrower and any other Party and such other
rights and remedies as are provided by Law or equity.

            (d)   The order and manner in which the Lenders' rights and remedies
are to be exercised shall be determined by the Requisite Lenders in their sole
discretion, and all payments received by the Administrative Agent, the
Collateral Agent and the Lenders, or any of them, shall be applied first to the
costs and expenses (including reasonable attorneys' fees and disbursements and
the reasonably allocated costs of attorneys employed by the Administrative
Agent, the Collateral Agent or by any Lender) of the Administrative Agent, the
Collateral Agent and the Lenders, and thereafter paid pro rata to the Lenders in
the same proportions that the aggregate Obligations owed to each Lender under
the Loan Documents bear to the aggregate Obligations owed under the Loan
Documents to all the Lenders, without priority or preference among the Lenders.
Regardless of how each Lender may treat payments for the purpose of its own
accounting, for the purpose of computing Borrower's Obligations hereunder and
under the Notes, payments shall be applied first, to the costs and expenses of
the Administrative Agent, the Collateral Agent and the Lenders, as set forth
above, second, to the payment of accrued and unpaid interest due under any Loan
Documents to and including the date of such application (ratably, and without
duplication, according to the accrued and unpaid interest due under each of the
Loan Documents), and third, to the payment of all other amounts (including
principal and fees) then owing to the Administrative Agent, the Collateral Agent
or the Lenders under the Loan Documents. No application of payments will cure
any Event of Default (other than an Event of Default caused by a failure to
pay), or prevent acceleration, or continued acceleration, of amounts payable
under the Loan Documents, or prevent the exercise, or continued exercise, of
rights or remedies of the Lenders hereunder or thereunder or at Law or in
equity.

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<PAGE>

                                   Article 10
                THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT

      10.1  Appointment and Authorization. Subject to Section 10.8, each Lender
hereby irrevocably appoints and authorizes the Administrative Agent and the
Collateral Agent to take such action as agent on its behalf and to exercise such
powers under the Loan Documents as are delegated to the Administrative Agent or
the Collateral Agent by the terms thereof or are reasonably incidental, as
determined by the Administrative Agent or the Collateral Agent, thereto. This
appointment and authorization is intended solely for the purpose of facilitating
the servicing of the Loans and the administration of the Collateral and does not
constitute appointment of the Administrative Agent or the Collateral Agent as
trustee for any Lender or as representative of any Lender for any other purpose
and, except as specifically set forth in the Loan Documents to the contrary, the
Administrative Agent and the Collateral Agent shall take such action and
exercise such powers only in an administrative and ministerial capacity.

      10.2  The Agents and Their Affiliates. Union Bank (and each successor
Administrative Agent) and Comerica (and each successor Collateral Agent) have
the same rights and powers under the Loan Documents as any other Lender and may
exercise the same as though they were not the Administrative Agent and the
Collateral Agent, respectively, and the term "Lender" or "Lenders" includes
Union Bank and Comerica in their individual capacities. Union Bank (and each
successor Administrative Agent) and Comerica (and each successor Collateral
Agent) have and their respective Affiliates may accept deposits from, lend money
to and generally engage in any kind of banking, trust or other business with
Borrower, any Subsidiary thereof, or any Affiliate of Borrower or any Subsidiary
thereof, as if they were not the Administrative Agent and the Collateral Agent,
respectively, and without any duty to account therefor to the Lenders. Union
Bank (and each successor Administrative Agent) and Comerica (and each successor
Collateral Agent) need not account to any other Lender for any monies received
by them for reimbursement of their costs and expenses as Administrative Agent or
Collateral Agent hereunder, or (subject to Section 11.10) for any monies
received by them in their capacity as Lenders hereunder. Neither the
Administrative Agent nor the Collateral Agent shall be deemed to hold a
fiduciary relationship with any Lender and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or otherwise exist against the Administrative Agent or the Collateral
Agent.

      10.3  Proportionate Interest in any Collateral. The Collateral Agent, on
behalf of all the Lenders, shall hold in accordance with the Loan Documents all
items of any collateral or interests therein received or held by the Collateral
Agent. Subject to the Collateral Agent's, the Administrative Agent's and the
Lenders' rights to reimbursement for their costs and expenses hereunder
(including reasonable attorneys' fees and disbursements and other professional
services and the reasonably allocated costs of attorneys employed by the
Collateral Agent, the Administrative Agent or a Lender) and subject to the
application of payments in accordance with Section 9.2(d), each Lender shall
have an interest in the Lenders' interest in such collateral or interests
therein in the same proportions that the aggregate Obligations owed such Lender
under the Loan Documents bear to the aggregate Obligations owed under the Loan
Documents to all the Lenders, without priority or preference among the Lenders.

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<PAGE>

      10.4  Lenders' Credit Decisions. Each Lender agrees that it has,
independently and without reliance upon the Administrative Agent, the Collateral
Agent, any other Lender or the directors, officers, agents, employees or
attorneys of the Administrative Agent, the Collateral Agent or of any other
Lender, and instead in reliance upon information supplied to it by or on behalf
of Borrower and upon such other information as it has deemed appropriate, made
its own independent credit analysis and decision to enter into this Agreement.
Each Lender also agrees that it shall, independently and without reliance upon
the Administrative Agent, the Collateral Agent any other Lender or the
directors, officers, agents, employees or attorneys of the Administrative Agent,
the Collateral Agent or of any other Lender, continue to make its own
independent credit analyses and decisions in acting or not acting under the Loan
Documents.

      10.5  Action by Administrative Agent and Collateral Agent.

            (a)   Absent actual knowledge of the Administrative Agent or the
Collateral Agent of the existence of a Default, the Administrative Agent and the
Collateral Agent may assume that no Default has occurred and is continuing,
unless the Administrative Agent or the Collateral Agent (or the Lender that is
then the Administrative Agent or the Collateral Agent) has received notice from
Borrower stating the nature of the Default or has received notice from a Lender
stating the nature of the Default and that such Lender considers the Default to
have occurred and to be continuing.

            (b)   The Administrative Agent and the Collateral Agent have only
those obligations under the Loan Documents as are expressly set forth therein.

            (c)   Except for any obligation expressly set forth in the Loan
Documents and as long as the Administrative Agent and the Collateral Agent may
assume that no Event of Default has occurred and is continuing, the
Administrative Agent and the Collateral Agent may, but shall not be required to,
exercise its reasonable discretion to act or not act, except that the
Administrative Agent and the Collateral Agent shall be required to act or not
act upon the instructions of the Requisite Lenders (or of all the Lenders, to
the extent required by Section 11.2) and those instructions shall be binding
upon the Administrative Agent, the Collateral Agent and all the Lenders,
provided that the Administrative Agent and the Collateral Agent shall not be
required to act or not act if to do so would be contrary to any Loan Document or
to applicable Law or would result, in the reasonable judgment of the
Administrative Agent or the Collateral Agent, in substantial risk of liability
to the Administrative Agent or the Collateral Agent.

            (d)   If the Administrative Agent or the Collateral Agent has
received a notice specified in clause (a), the Administrative Agent or the
Collateral Agent shall immediately give notice thereof to the Lenders and shall
act or not act upon the instructions of the Requisite Lenders (or of all the
Lenders, to the extent required by Section 11.2), provided that the
Administrative Agent or the Collateral Agent shall not be required to act or not
act if to do so would be contrary to any Loan Document or to applicable Law or
would result, in the reasonable judgment of the Administrative Agent or the
Collateral Agent, in substantial risk of liability to the Administrative Agent
or the Collateral Agent, and except that if the Requisite Lenders (or all the
Lenders, if required under Section 11.2) fail, for five (5) Banking

                                      -65-
<PAGE>

Days after the receipt of notice from the Administrative Agent, to instruct the
Administrative Agent or the Collateral Agent, then the Administrative Agent or
the Collateral Agent, in its sole discretion, may act or not act as it deems
advisable for the protection of the interests of the Lenders.

            (e)   The Administrative Agent and the Collateral Agent shall have
no liability to any Lender for acting, or not acting, as instructed by the
Requisite Lenders (or all the Lenders, if required under Section 11.2),
notwithstanding any other provision hereof.

      10.6  Liability of Agents. Neither the Administrative Agent, the
Collateral Agent, nor any directors, officers, agents, employees or attorneys of
the Administrative Agent or the Collateral Agent shall be liable for any action
taken or not taken by them under or in connection with the Loan Documents,
except for their own gross negligence or willful misconduct. Without limitation
on the foregoing, the Administrative Agent, the Collateral Agent and their
respective directors, officers, agents, employees and attorneys:

            (a)   May treat the payee of any Note as the holder thereof until
the Administrative Agent or the Collateral Agent receives notice of the
assignment or transfer thereof, in form satisfactory to the Administrative Agent
or the Collateral Agent, signed by the payee, and may treat each Lender as the
owner of that Lender's interest in the Obligations for all purposes of this
Agreement until the Administrative Agent or the Collateral Agent receives notice
of the assignment or transfer thereof, in form satisfactory to the
Administrative Agent or the Collateral Agent, signed by that Lender;

            (b)   May consult with legal counsel (including in-house legal
counsel), accountants (including in-house accountants) and other professionals
or experts selected by it, or with legal counsel, accountants or other
professionals or experts for Borrower and/or their Subsidiaries or the Lenders,
and shall not be liable for any action taken or not taken by it in good faith in
accordance with any reasonable advice of such legal counsel, accountants or
other professionals or experts selected by it with reasonable care;

            (c)   Shall not be responsible to any Lender for any statement,
warranty or representation made in any of the Loan Documents or in any notice,
certificate, report, request or other statement (written or oral) given or made
in connection with any of the Loan Documents except for those expressly made by
it;

            (d)   Except to the extent expressly set forth in the Loan
Documents, shall have no duty to ask or inquire as to the performance or
observance by Borrower or its Subsidiaries of any of the terms, conditions or
covenants of any of the Loan Documents or to inspect any collateral or any
Property, books or records of Borrower or its Subsidiaries;

            (e)   Will not be responsible to any Lender for the due execution,
legality, validity, enforceability, genuineness, effectiveness, sufficiency or
value of any Loan Document, any other instrument or writing furnished pursuant
thereto or in connection therewith, or any Collateral;

                                      -66-
<PAGE>

            (f)   Will not incur any liability by acting or not acting in
reliance upon any Loan Document, notice, consent, certificate, statement,
request or other instrument or writing reasonably believed by it to be genuine
and signed or sent by the proper party or parties; and

            (g)   Will not incur any liability for any arithmetical error in
computing any amount paid or payable by Borrower or any Subsidiary or Affiliate
thereof or paid or payable to or received or receivable from any Lender under
any Loan Document, including, without limitation, principal, interest,
commitment fees, Advances and other amounts; provided that such error was not
the result of gross negligence or willful misconduct and provided further that,
promptly upon discovery of such an error in computation, the Administrative
Agent, the Collateral Agent, the Lenders and (to the extent applicable) Borrower
and/or its Subsidiaries or Affiliates shall make such adjustments as are
necessary to correct such error and to restore the parties to the position that
they would have occupied had the error not occurred.

      10.7  Indemnification. Each Lender shall, ratably in accordance with its
Pro Rata Share of the Commitments (if the Commitments are then in effect) or in
accordance with its proportion of the aggregate Indebtedness then evidenced by
the Notes (if the Commitments have then been terminated), indemnify and hold the
Administrative Agent, the Collateral Agent and their respective directors,
officers, agents, employees and attorneys harmless against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever (including
reasonable attorneys' fees and disbursements and allocated costs of attorneys
employed by the Administrative Agent or the Collateral Agent) that may be
imposed on, incurred by or asserted against it or them in any way relating to or
arising out of the Loan Documents (other than losses incurred by reason of the
failure of Borrower to pay the Indebtedness represented by the Notes) or any
action taken or not taken by it as Administrative Agent or Collateral Agent
thereunder, except such as result from its own gross negligence or willful
misconduct. Without limitation on the foregoing, each Lender shall reimburse the
Administrative Agent or Collateral Agent upon demand for that Lender's Pro Rata
Share of any reasonable out-of-pocket cost or expense incurred by the
Administrative Agent or the Collateral Agent in connection with the negotiation,
preparation, execution, delivery, amendment, waiver, restructuring,
reorganization (including a bankruptcy reorganization), enforcement or attempted
enforcement of the Loan Documents, to the extent that Borrower or any other
Party is required by Section 11.3 to pay that cost or expense but fails to do so
upon demand. Nothing in this Section 10.7 shall entitle the Administrative
Agent, the Collateral Agent or any indemnitee referred to above to recover any
amount from the Lenders if and to the extent that such amount has theretofore
been recovered from Borrower or any of its Subsidiaries. To the extent that the
Administrative Agent, the Collateral Agent or any indemnitee referred to above
is later reimbursed such amount by Borrower or any of its Subsidiaries, it shall
return the amounts paid to it by the Lenders in respect of such amount.

      10.8  Successor Agents. The Administrative Agent and the Collateral Agent
may, and at the request of the Requisite Lenders shall, resign as Administrative
Agent or Collateral Agent upon reasonable notice to the Lenders and Borrower
effective upon acceptance of appointment by a successor Administrative Agent or
Collateral Agent. If the Administrative Agent or Collateral Agent shall resign
as Administrative Agent or Collateral Agent under this Agreement, the Requisite
Lenders shall appoint from among the Lenders a successor

                                      -67-
<PAGE>

Administrative Agent or Collateral Agent for the Lenders, which successor
Administrative Agent or Collateral Agent shall be approved by Borrower (and such
approval shall not be unreasonably withheld or delayed). If no successor
Administrative Agent or Collateral Agent is appointed prior to the effective
date of the resignation of the Administrative Agent or Collateral Agent, the
Administrative Agent or Collateral Agent may appoint, after consulting with the
Lenders and Borrower, a successor Administrative Agent or Collateral Agent from
among the Lenders. Upon the acceptance of its appointment as successor
Administrative Agent or Collateral Agent hereunder, such successor
Administrative Agent or Collateral Agent shall succeed to all the rights, powers
and duties of the retiring Administrative Agent or Collateral Agent and the term
"Administrative Agent" or "Collateral Agent" shall mean such successor
Administrative Agent or Collateral Agent and the retiring Administrative Agent's
or Collateral Agent's appointment, powers and duties as Administrative Agent or
Collateral Agent shall be terminated. After any retiring Administrative Agent's
or Collateral Agent's resignation hereunder as Administrative Agent or
Collateral Agent, the provisions of this Article 10, and Sections 11.3, 11.11
and 11.22, shall inure to its benefit as to any actions taken or omitted to be
taken by it while it was Administrative Agent or Collateral Agent under this
Agreement. Notwithstanding the foregoing, if (a) the Administrative Agent or
Collateral Agent has not been paid its agency fees under Section 3.4 or has not
been reimbursed for any expense reimbursable to it under Section 11.3, in either
case for a period of at least one (1) year and (b) no successor Administrative
Agent or Collateral Agent has accepted appointment as Administrative Agent or
Collateral Agent by the date which is thirty (30) days following a retiring
Administrative Agent's or Collateral Agent's notice of resignation, the retiring
Administrative Agent's or Collateral Agent's resignation shall nevertheless
thereupon become effective and the Lenders shall perform all of the duties of
the Administrative Agent or Collateral Agent hereunder until such time, if any,
as the Requisite Lenders appoint a successor Administrative Agent or Collateral
Agent as provided for above.

      10.9  No Obligations of Borrower. Nothing contained in this Article 10
shall be deemed to impose upon Borrower any obligation in respect of the due and
punctual performance by the Administrative Agent or the Collateral Agent of its
obligations to the Lenders under any provision of this Agreement, and Borrower
shall have no liability to the Administrative Agent, the Collateral Agent or any
of the Lenders in respect of any failure by the Administrative Agent, the
Collateral Agent or any Lender to perform any of its obligations to the
Administrative Agent, the Collateral Agent or the Lenders under this Agreement.
Without limiting the generality of the foregoing, where any provision of this
Agreement relating to the payment of any amounts due and owing under the Loan
Documents provides that such payments shall be made by Borrower to the
Administrative Agent for the account of the Lenders, Borrower's obligations to
the Lenders in respect of such payments shall be deemed to be satisfied upon the
making of such payments to the Administrative Agent in the manner provided by
this Agreement. In addition, Borrower may rely on a written statement by the
Administrative Agent to the effect that it has obtained the written consent of
the Requisite Lenders or all of the Lenders, as applicable under Section 11.2,
in connection with a waiver, amendment, consent, approval or other action by the
Lenders hereunder, and shall have no obligation to verify or confirm the same.

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<PAGE>

                                   Article 11
                                  MISCELLANEOUS

      11.1  Cumulative Remedies; No Waiver. The rights, powers, privileges and
remedies of the Administrative Agent, the Collateral Agent and the Lenders
provided herein or in any Note or other Loan Document are cumulative and not
exclusive of any right, power, privilege or remedy provided by Law or equity. No
failure or delay on the part of the Administrative Agent, Collateral Agent or
any Lender in exercising any right, power, privilege or remedy may be, or may be
deemed to be, a waiver thereof; nor may any single or partial exercise of any
right, power, privilege or remedy preclude any other or further exercise of the
same or any other right, power, privilege or remedy. The terms and conditions of
Article 8 hereof are inserted for the sole benefit of the Administrative Agent,
the Collateral Agent and the Lenders; the same may be waived in whole or in
part, with or without terms or conditions, in respect of any Loan without
prejudicing the Administrative Agent's or the Collateral Agent's or the Lenders'
rights to assert them in whole or in part in respect of any other Loan.

      11.2  Amendments; Consents. No amendment, modification, supplement,
extension, termination or waiver of any provision of this Agreement or any other
Loan Document, no approval or consent thereunder, and no consent to any
departure by Borrower or any other Party therefrom, may in any event be
effective unless in writing signed by the Administrative Agent with the written
approval of the Requisite Lenders (and, in the case of any amendment,
modification or supplement of or to any Loan Document to which Borrower is a
Party, signed by Borrower, and, in the case of any amendment, modification or
supplement to Article 10, signed by the Administrative Agent), and then only in
the specific instance and for the specific purpose given; and, without the
approval in writing of all the Lenders, no amendment, modification, supplement,
termination, waiver or consent may be effective:

            (a)   To amend or modify the principal of, or the amount of
principal, principal prepayments or the rate of interest payable on, any Note,
or the amount of the Commitments or the Pro Rata Share of any Lender or the
amount of any commitment fee payable to any Lender, or any other fee or amount
payable to any Lender under the Loan Documents or to waive an Event of Default
consisting of the failure of Borrower to pay when due principal, interest or any
fee;

            (b)   To postpone any date fixed for any payment of principal of,
prepayment of principal of or any installment of interest on, any Note or any
installment of any fee, or to extend the term of the Commitments;

            (c)   To amend the provisions of the definition of "Requisite
Lenders" or "Revolving Loan Maturity Date"; or

            (d)   To release any Subsidiary Guarantor from the Subsidiary
Guaranty or to release any Collateral from the Lien of the Loan Documents,
except if such release of Collateral occurs in connection with a Disposition
permitted under Section 6.2 or the grant of a purchase-money Lien of the type
described in clause (s) of the definition of "Permitted Encumbrances" (unless
the holder of such Lien does not prohibit a subordinate Lien on the

                                      -69-
<PAGE>

acquired property or assets, in which case the Collateral Agent shall
subordinate its Lien on such acquired property or assets in a manner acceptable
to the holder of the purchase-money Lien without the need for the consent of any
Lender), in which case such release shall not require the consent of any of the
Lenders; or

            (e)   To amend or waive Section 8.1 or this Section 11.2; or

            (f)   To amend any provision of this Agreement that expressly
requires the consent or approval of all or a specified portion of the Lenders.

Any amendment, modification, supplement, termination, waiver or consent pursuant
to this Section 11.2 shall apply equally to, and shall be binding upon, all the
Lenders, the Administrative Agent and the Collateral Agent.

      11.3  Costs, Expenses and Taxes. Borrower shall pay within five (5)
Banking Days after demand, accompanied by an invoice therefor, the reasonable
costs and expenses of the Administrative Agent incurred in connection with the
negotiation, preparation, syndication, execution and delivery of the Loan
Documents. Borrower shall also pay on demand, accompanied by an invoice
therefor, the reasonable costs and expenses of the Administrative Agent, the
Collateral Agent, and the Lenders in connection with each amendment of or waiver
relating to the Loan Documents and in connection with the refinancing,
restructuring, reorganization (including a bankruptcy reorganization) and
enforcement or attempted enforcement of the Loan Documents, and any matter
related thereto. The foregoing costs and expenses shall include filing fees,
recording fees, title insurance fees, appraisal fees, search fees, and other
out-of-pocket expenses, and the reasonable fees and out-of-pocket expenses of
any legal counsel (including reasonably allocated costs of legal counsel
employed by the Administrative Agent, the Collateral Agent, or any Lender),
independent public accountants and other outside experts retained by the
Administrative Agent, the Collateral Agent, or any Lender, whether or not such
costs and expenses are incurred or suffered by the Administrative Agent, the
Collateral Agent, or any Lender in connection with or during the course of any
bankruptcy or insolvency proceedings of Borrower or any of its Subsidiaries.
Borrower shall pay any and all documentary and other taxes, excluding (i) taxes
imposed on or measured in whole or in part by a Lender's overall net income
imposed on it by (A) any jurisdiction (or political subdivision thereof) in
which it is organized or maintains its principal office or Eurodollar Lending
Office or (B) any jurisdiction (or political subdivision thereof) in which it is
"doing business" or (ii) any withholding taxes or other taxes based on gross
income imposed by the United States of America for any period with respect to
which it has failed to provide Borrower with the appropriate form or forms
required by Section 11.21, to the extent such forms are then required by
applicable Laws, and all costs, expenses, fees and charges payable or determined
to be payable in connection with the filing or recording of this Agreement, any
other Loan Document or any other instrument or writing to be delivered hereunder
or thereunder, or in connection with any transaction pursuant hereto or thereto,
and shall reimburse, hold harmless and indemnify on the terms set forth in 11.11
the Administrative Agent, the Collateral Agent, and the Lenders from and against
any and all loss, liability or legal or other expense with respect to or
resulting from any delay in paying or failure to pay any such tax, cost,
expense, fee or charge or that any of them may suffer or incur by reason of the
failure of Borrower or any Subsidiary Guarantor to perform any of its

                                      -70-
<PAGE>

Obligations. Any amount payable to the Administrative Agent, the Collateral
Agent, or any Lender under this Section 11.3 shall bear interest from the fifth
Banking Day following the date of demand for payment at the Default Rate.

      11.4  Nature of Lenders' Obligations. The obligations of the Lenders
hereunder are several and not joint or joint and several. Nothing contained in
this Agreement or any other Loan Document and no action taken by the
Administrative Agent, the Collateral Agent, or the Lenders or any of them
pursuant hereto or thereto may, or may be deemed to, make the Lenders a
partnership, an association, a joint venture or other entity, either among
themselves or with the Borrower or any Affiliate of Borrower. A default by any
Lender will not increase the Pro Rata Share of the Commitments attributable to
any other Lender. Any Lender not in default may, if it desires, assume in such
proportion as the nondefaulting Lenders agree the obligations of any Lender in
default, but is not obligated to do so. The Administrative Agent agrees that it
will use its best efforts either to induce promptly the other Lenders to assume
the obligations of a Lender in default or to obtain promptly another Lender,
reasonably satisfactory to Borrower, to replace such a Lender in default.

      11.5  Survival of Representations and Warranties. All representations and
warranties contained herein or in any other Loan Document, or in any certificate
or other writing delivered by or on behalf of any one or more of the Parties to
any Loan Document, will survive the making of the Loans hereunder and the
execution and delivery of the Notes, and have been or will be relied upon by the
Administrative Agent, the Collateral Agent, and each Lender, notwithstanding any
investigation made by the Administrative Agent, the Collateral Agent, or any
Lender or on their behalf.

      11.6  Notices. Except as otherwise expressly provided in the Loan
Documents, all notices, requests, demands, directions and other communications
provided for hereunder or under any other Loan Document must be in writing and
must be mailed, telegraphed, telecopied, dispatched by commercial courier or
delivered to the appropriate party at the address set forth on the signature
pages of this Agreement or other applicable Loan Document or, as to any party to
any Loan Document, at any other address as may be designated by it in a written
notice sent to all other parties to such Loan Document in accordance with this
Section. Except as otherwise expressly provided in any Loan Document, if any
notice, request, demand, direction or other communication required or permitted
by any Loan Document is given by mail it will be effective on the earlier of
receipt or the fourth Banking Day after deposit in the United States mail with
first class or airmail postage prepaid; if given by telegraph or cable, when
delivered to the telegraph company with charges prepaid; if given by telecopier,
when sent; if dispatched by commercial courier, on the scheduled delivery date;
or if given by personal delivery, when delivered.

      11.7  Execution of Loan Documents. Unless the Administrative Agent
otherwise specifies with respect to any Loan Document, (a) this Agreement and
any other Loan Document may be executed in any number of counterparts and any
party hereto or thereto may execute any counterpart, each of which when executed
and delivered will be deemed to be an original and all of which counterparts of
this Agreement or any other Loan Document, as the case may be, when taken
together will be deemed to be but one and the same instrument and (b) execution
of any such counterpart may be evidenced by a telecopier

                                      -71-
<PAGE>

transmission of the signature of such party. The execution of this Agreement or
any other Loan Document by any party hereto or thereto will not become effective
until counterparts hereof or thereof, as the case may be, have been executed by
all the parties hereto or thereto.

      11.8  Binding Effect; Assignment.

            (a)   This Agreement and the other Loan Documents to which Borrower
is a Party will be binding upon and inure to the benefit of Borrower, the
Administrative Agent, the Collateral Agent, each of the Lenders, and their
respective successors and assigns, except that Borrower may not assign its
rights hereunder or thereunder or any interest herein or therein without the
prior written consent of all the Lenders. Each Lender represents that it is not
acquiring its Note with a view to the distribution thereof within the meaning of
the Securities Act of 1933, as amended (subject to any requirement that
disposition of such Note must be within the control of such Lender). Any Lender
may at any time pledge its Note or any other instrument evidencing its rights as
a Lender under this Agreement to a Federal Reserve Bank, but no such pledge
shall release that Lender from its obligations hereunder or grant to such
Federal Reserve Bank the rights of a Lender hereunder absent foreclosure of such
pledge.

            (b)   From time to time following the Closing Date, each Lender may
assign to one or more Eligible Assignees all or any portion of its Pro Rata
Share of the Commitments; provided that (i) such Eligible Assignee, if not then
a Lender or an Affiliate of the assigning Lender, shall be approved by the
Administrative Agent and (if no Event of Default then exists) Borrower (neither
of which approvals shall be unreasonably withheld or delayed), (ii) such
assignment shall be evidenced by a Commitment Assignment and Acceptance, a copy
of which shall be furnished to the Administrative Agent as hereinbelow provided,
(iii) except in the case of an assignment to an Affiliate of the assigning
Lender, to another Lender or of the entire remaining Commitments of the
assigning Lender, the assignment shall not assign a Pro Rata Share of the
Commitments that is equivalent to less than $5,000,000 and (iv) the effective
date of any such assignment shall be as specified in the Commitment Assignment
and Acceptance, but not earlier than the date which is five (5) Banking Days
after the date the Administrative Agent has received the Commitment Assignment
and Acceptance. Upon the effective date of such Commitment Assignment and
Acceptance, the Eligible Assignee named therein shall be a Lender for all
purposes of this Agreement, with the Pro Rata Share of the Commitments therein
set forth and, to the extent of such Pro Rata Share, the assigning Lender shall
be released from its further obligations under this Agreement. Borrower agrees
that it shall execute and deliver (against delivery by the assigning Lender to
Borrower of its Notes) to such assignee Lender, Notes evidencing that assignee
Lender's Pro Rata Share of the Commitments, and to the assigning Lender, Notes
evidencing the remaining balance Pro Rata Share retained by the assigning
Lender.

            (c)   By executing and delivering a Commitment Assignment and
Acceptance, the Eligible Assignee thereunder acknowledges and agrees that: (i)
other than the representation and warranty that it is the legal and beneficial
owner of the Pro Rata Share of the Commitments being assigned thereby free and
clear of any adverse claim, the assigning Lender has made no representation or
warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with this Agreement or
the execution, legality, validity, enforceability, genuineness or sufficiency of
this Agreement

                                      -72-
<PAGE>

or any other Loan Document; (ii) the assigning Lender has made no representation
or warranty and assumes no responsibility with respect to the financial
condition of Borrower or the performance by Borrower of the Obligations; (iii)
it has received a copy of this Agreement, together with copies of the most
recent financial statements delivered pursuant to Section 7.1 and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into such Commitment Assignment and Acceptance;
(iv) it will, independently and without reliance upon the Administrative Agent,
the Collateral Agent or any Lender and based on such documents and information
as it shall deem appropriate at the time, continue to make its own credit
decisions in taking or not taking action under this Agreement; (v) it appoints
and authorizes the Administrative Agent and the Collateral Agent to take such
action and to exercise such powers under this Agreement as are delegated to the
Administrative Agent and the Collateral Agent by this Agreement; and (vi) it
will perform in accordance with their terms all of the obligations which by the
terms of this Agreement are required to be performed by it as a Lender.

            (d)   The Administrative Agent shall maintain at the Administrative
Agent's Office a copy of each Commitment Assignment and Acceptance delivered to
it and a register (the "Register") of the names and address of each of the
Lenders and the Pro Rata Share of the Commitments held by each Lender, giving
effect to each Commitment Assignment and Acceptance. The Register shall be
available during normal business hours for inspection by Borrower or any Lender
upon reasonable prior notice to the Administrative Agent. After receipt of a
completed Commitment Assignment and Acceptance executed by any Lender and an
Eligible Assignee, and receipt of an assignment fee of $2,500 from such Lender
or Eligible Assignee, the Administrative Agent shall, promptly following the
effective date thereof, provide to Borrower and the Lenders a revised Schedule
1.1 giving effect thereto. Borrower, the Administrative Agent, the Collateral
Agent and the Lenders shall deem and treat the Persons listed as Lenders in the
Register as the holders and owners of the Pro Rata Share of the Commitments
listed therein for all purposes hereof, and no assignment or transfer of any
such Pro Rata Share of the Commitments shall be effective, in each case unless
and until a Commitment Assignment and Acceptance effecting the assignment or
transfer thereof shall have been accepted by the Administrative Agent and
recorded in the Register as provided above. Prior to such recordation, all
amounts owed with respect to the applicable Pro Rata Share of the Commitments
shall be owed to the Lender listed in the Register as the owner thereof, and any
request, authority or consent of any Person who, at the time of making such
request or giving such authority or consent, is listed in the Register as a
Lender shall be conclusive and binding on any subsequent holder, assignee or
transferee of the corresponding Pro Rata Share of the Commitments.

            (e)   Each Lender may from time to time grant participations to one
or more banks or other financial institutions in a portion of its Pro Rata Share
of the Commitments; provided, however, 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,
(iii) the participating banks or other financial institutions shall not be a
Lender hereunder for any purpose except, if the participation agreement so
provides, for the purposes of Sections 3.6, 3.7, 11.11 and 11.22 but only to the
extent that the cost of such benefits to Borrower does not exceed the cost which
Borrower would have incurred in respect of such Lender absent the participation,
(iv) Borrower, the Administrative

                                      -73-
<PAGE>

Agent, the Collateral 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, (v) the participation interest shall be
expressed as a percentage of the granting Lender's Pro Rata Share of the
Commitments as it then exists and shall not restrict an increase in the
Commitments, or in the granting Lender's Pro Rata Share of the Commitments, so
long as the amount of the participation interest is not affected thereby, (vi)
the holder of the participation interest shall abide by the confidentiality
provisions set forth herein and (vii) the consent of the holder of such
participation interest shall not be required for amendments or waivers of
provisions of the Loan Documents other than those which (A) extend the Revolving
Loan Maturity Date or any other date upon which any payment of money is due to
the Lenders, (B) reduce the rate of interest on the Notes, any fee or any other
monetary amount payable to the Lenders, (C) reduce the amount of any installment
of principal due under the Notes, (D) release any Subsidiary Guaranty, or (E)
release any material portion of the Collateral from the Lien of the Collateral
Documents, except if such release of Collateral occurs in connection with a
Disposition permitted under Section 6.2 or grant of a purchase-money Lien of the
type specified in clause (s) of the definition of "Permitted Encumbrances"
(unless the holder of such Lien does not prohibit a subordinate Lien on the
acquired property or assets, in which case the Collateral Agent shall
subordinate its Lien on such acquired property or assets in a manner acceptable
to the holder of the purchase-money Lien without the need for the consent of any
Lender), in which case such release shall not require the consent of any of the
Lenders or of any holder of a participation interest in the Commitments.

      11.9  Right of Setoff. If an Event of Default has occurred and is
continuing, the Administrative Agent, the Collateral Agent or any Lender (but in
each case only with the consent of the Requisite Lenders) may exercise its
rights under Article 9 of the Uniform Commercial Code and other applicable Laws
and, to the extent permitted by applicable Laws, apply any funds in any deposit
account maintained with it by Borrower and/or any Property of Borrower in its
possession against the Obligations.

      11.10 Sharing of Setoffs. Each Lender severally agrees that if it, through
the exercise of any right of setoff, banker's lien or counterclaim against
Borrower, or otherwise, receives payment of the Obligations held by it that is
ratably more than any other Lender, through any means, receives in payment of
the Obligations held by that Lender, then, subject to applicable Laws: (a) the
Lender exercising the right of setoff, banker's lien or counterclaim or
otherwise receiving such payment shall purchase, and shall be deemed to have
simultaneously purchased, from each of the other Lenders a participation in the
Obligations held by the other Lenders and shall pay to the other Lenders a
purchase price in an amount so that the share of the Obligations held by each
Lender after the exercise of the right of setoff, banker's lien or counterclaim
or receipt of payment shall be in the same proportion that existed prior to the
exercise of the right of setoff, banker's lien or counterclaim or receipt of
payment; and (b) such other adjustments and purchases of participations shall be
made from time to time as shall be equitable to ensure that all of the Lenders
share any payment obtained in respect of the Obligations ratably in accordance
with each Lender's share of the Obligations immediately prior to, and without
taking into account, the payment; provided that, if all or any portion of a
disproportionate payment obtained as a result of the exercise of the right of
setoff, banker's lien, counterclaim or otherwise is thereafter recovered from
the purchasing Lender by Borrower or any Person claiming through or succeeding
to the rights of Borrower, the

                                      -74-
<PAGE>

purchase of a participation shall be rescinded and the purchase price thereof
shall be restored to the extent of the recovery, but without interest. Each
Lender that purchases a participation in the Obligations pursuant to this
Section 11.10 shall from and after the 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. Borrower expressly consents to the foregoing arrangements
and agrees that any Lender holding a participation in an Obligation so purchased
pursuant to this Section 11.10 may exercise any and all rights of setoff,
banker's lien or counterclaim with respect to the participation as fully as if
the Lender were the original owner of the Obligation purchased.

      11.11 Indemnity by Borrower. Borrower agrees to indemnify, save and hold
harmless the Administrative Agent, the Collateral Agent, and each Lender and
their respective directors, officers, agents, attorneys and employees
(collectively the "Indemnitees") from and against: (a) any and all claims,
demands, actions or causes of action (except a claim, demand, action, or cause
of action for any amount excluded from the definition of "Taxes" in Section
3.12(d)) if the claim, demand, action or cause of action arises out of or
relates to any act or omission (or alleged act or omission) of Borrower, its
Affiliates or any of its officers, directors or stockholders relating to the
Commitment, the use or contemplated use of proceeds of any Loan, or the
relationship of Borrower and the Lenders under this Agreement; (b) any
administrative or investigative proceeding by any Governmental Agency arising
out of or related to a claim, demand, action or cause of action described in
clause (a) above; and (c) any and all liabilities, losses, reasonable costs or
expenses (including reasonable attorneys' fees and the reasonably allocated
costs of attorneys employed by any Indemnitee and disbursements of such
attorneys and other professional services) that any Indemnitee suffers or incurs
as a result of the assertion of any foregoing claim, demand, action or cause of
action; provided that no Indemnitee shall be entitled to indemnification for any
loss caused by its own gross negligence or willful misconduct or for any loss
asserted against it by another Indemnitee. If any claim, demand, action or cause
of action is asserted against any Indemnitee, such Indemnitee shall promptly
notify Borrower, but the failure to so promptly notify Borrower shall not affect
Borrower's obligations under this Section unless such failure materially
prejudices Borrower's right to participate in the contest of such claim, demand,
action or cause of action, as hereinafter provided. Such Indemnitee may (and
shall, if requested by Borrower in writing) contest the validity, applicability
and amount of such claim, demand, action or cause of action and shall permit
Borrower to participate in such contest. Such Indemnitee shall act reasonably
and in good faith in dealing with such claim, demand, action or cause of action,
including in electing whether to offer or accept any settlement or compromise of
such claim, demand, action or cause of action. Borrower shall have the burden of
establishing the lack of good faith or reasonableness of such Indemnitee. Any
Indemnitee that proposes to settle or compromise any claim or proceeding for
which Borrower may be liable for payment of indemnity hereunder shall give
Borrower written notice of the terms of such proposed settlement or compromise
reasonably in advance of settling or compromising such claim or proceeding and
shall obtain Borrower's prior written consent (which shall not be unreasonably
withheld or delayed). In connection with any claim, demand, action or cause of
action covered by this Section 11.11 against more than one Indemnitee, all such
Indemnitees shall be represented by the same legal counsel (which may be a law
firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a

                                      -75-
<PAGE>

combination of the foregoing) selected by the Indemnitees and reasonably
acceptable to Borrower; provided, that if such legal counsel determines in good
faith that representing all such Indemnitees would or could result in a conflict
of interest under Laws or ethical principles applicable to such legal counsel or
that a defense or counterclaim is available to an Indemnitee that is not
available to all such Indemnitees, then to the extent reasonably necessary to
avoid such a conflict of interest or to permit unqualified assertion of such a
defense or counterclaim, each affected Indemnitee shall be entitled to separate
representation by legal counsel selected by that Indemnitee and reasonably
acceptable to Borrower, with all such legal counsel using reasonable efforts to
avoid unnecessary duplication of effort by counsel for all Indemnitees; and
further provided that the Administrative Agent (as an Indemnitee) shall at all
times be entitled to representation by separate legal counsel (which may be a
law firm or attorneys employed by the Administrative Agent or a combination of
the foregoing). Any obligation or liability of Borrower to any Indemnitee under
this Section 11.11 shall survive the expiration or termination of this Agreement
and the repayment of all Loans and the payment and performance of all other
Obligations owed to the Lenders.

      11.12 Nonliability of the Lenders. Borrower acknowledges and agrees that:

            (a)   Any inspections of any Property of Borrower made by or through
the Administrative Agent, the Collateral Agent or the Lenders are for purposes
of administration of the Loan only and Borrower is not entitled to rely upon the
same (whether or not such inspections are at the expense of Borrower);

            (b)   By accepting or approving anything required to be observed,
performed, fulfilled or given to the Administrative Agent, the Collateral Agent
or the Lenders pursuant to the Loan Documents, neither the Administrative Agent,
the Collateral Agent nor the Lenders shall be deemed to have warranted or
represented the sufficiency, legality, effectiveness or legal effect of the
same, or of any term, provision or condition thereof, and such acceptance or
approval thereof shall not constitute a warranty or representation to anyone
with respect thereto by the Administrative Agent, the Collateral Agent or the
Lenders;

            (c)   The relationship between Borrower and the Administrative
Agent, the Collateral Agent and the Lenders is, and shall at all times remain,
solely that of borrowers and lenders; neither the Administrative Agent, the
Collateral Agent nor the Lenders shall under any circumstance be construed to be
partners or joint venturers of Borrower or its Affiliates; neither the
Administrative Agent, the Collateral Agent nor the Lenders shall under any
circumstance be deemed to be in a relationship of confidence or trust or a
fiduciary relationship with Borrower or its Affiliates, or to owe any fiduciary
duty to Borrower or its Affiliates; neither the Administrative Agent, the
Collateral Agent nor the Lenders undertake or assume any responsibility or duty
to Borrower or its Affiliates to select, review, inspect, supervise, pass
judgment upon or inform Borrower or its Affiliates of any matter in connection
with their Property or the operations of Borrower or its Affiliates; Borrower
and its Affiliates shall rely entirely upon their own judgment with respect to
such matters; and any review, inspection, supervision, exercise of judgment or
supply of information undertaken or assumed by the Administrative Agent, the
Collateral Agent or the Lenders in connection with such matters is solely for
the protection of the Administrative Agent, the Collateral Agent and the Lenders
and neither Borrower nor any other Person is entitled to rely thereon; and

                                      -76-
<PAGE>

            (d)   The Administrative Agent, the Collateral Agent and the Lenders
shall not be responsible or liable to any Person for any loss, damage, liability
or claim of any kind relating to injury or death to Persons or damage to
Property caused by the actions, inaction or negligence of Borrower and/or its
Affiliates and Borrower hereby indemnifies and holds the Administrative Agent,
the Collateral Agent and the Lenders harmless on the terms set forth in Section
11.11 from any such loss, damage, liability or claim.

      11.13 No Third Parties Benefited. This Agreement is made for the purpose
of defining and setting forth certain obligations, rights and duties of
Borrower, the Administrative Agent, the Collateral Agent and the Lenders in
connection with the Loans, and is made for the sole benefit of Borrower, the
Administrative Agent, the Collateral Agent and the Lenders, and the
Administrative Agent's, the Collateral Agent's and the Lenders' successors and
assigns. Except as provided in Sections 11.8 and 11.11, no other Person shall
have any rights of any nature hereunder or by reason hereof.

      11.14 Confidentiality. Each Lender agrees to hold any confidential
information that it may receive from Borrower pursuant to this Agreement in
confidence, except for disclosure: (a) to other Lenders or Affiliates of a
Lender; (b) to legal counsel and accountants for Borrower or any Lender; (c) to
other professional advisors to Borrower or any Lender, provided that the
recipient has accepted such information subject to a confidentiality agreement
substantially similar to this Section 11.14; (d) to regulatory officials having
jurisdiction over that Lender; (e) as required by Law or legal process, provided
that each Lender agrees to notify Borrower of any such disclosures unless
prohibited by applicable Laws, or in connection with any legal proceeding to
which that Lender and Borrower are adverse parties; and (f) to another financial
institution in connection with a disposition or proposed disposition to that
financial institution of all or part of that Lender's interests hereunder or a
participation interest in its Notes, provided that the recipient has accepted
such information subject to a confidentiality agreement substantially similar to
this Section 11.14. For purposes of the foregoing, "confidential information"
shall mean any information respecting Borrower or its Subsidiaries reasonably
considered by Borrower to be confidential, other than (i) information previously
filed with any Governmental Agency and available to the public, (ii) information
previously published in any public medium from a source other than, directly or
indirectly, that Lender, and (iii) information previously disclosed by Borrower
to any Person not associated with Borrower which does not owe a professional
duty of confidentiality to Borrower or which has not executed an appropriate
confidentiality agreement with Borrower. Nothing in this Section shall be
construed to create or give rise to any fiduciary duty on the part of the
Administrative Agent, the Collateral Agent or the Lenders to Borrower.

      11.15 Further Assurances. Borrower shall, at its expense and without
expense to the Lenders, the Administrative Agent, or the Collateral Agent, do,
execute and deliver such further acts and documents as the Requisite Lenders,
the Administrative Agent, or the Collateral Agent from time to time reasonably
require for the assuring and confirming unto the Lenders, the Administrative
Agent, or the Collateral Agent of the rights hereby created or intended now or
hereafter so to be, or for carrying out the intention or facilitating the
performance of the terms of any Loan Document.

                                      -77-
<PAGE>

      11.16 Integration. This Agreement, together with the other Loan Documents,
comprises the complete and integrated agreement of the parties on the subject
matter hereof and supersedes all prior agreements, written or oral, on the
subject matter hereof, including the Existing Loan Agreement and all Loan
Documents referred to therein. 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 and govern; provided that the
inclusion of supplemental rights or remedies in favor of the Administrative
Agent, the Collateral 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.

      11.17 Governing Law; JURISDICTION AND VENUE. Except to the extent
otherwise provided therein, each Loan Document shall be governed by, and
construed and enforced in accordance with, the Laws of California applicable to
contracts made and performed in California. THE PARTIES AGREE THAT ALL ACTIONS
OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE TRIED AND
LITIGATED ONLY IN A STATE OR FEDERAL COURT LOCATED IN THE STATE OF CALIFORNIA.
THE PARTIES EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTION IN ANY
ACTION OR PROCEEDING COMMENCED IN ANY SUCH COURT, AND THE PARTIES HEREBY WAIVE
ANY OBJECTION THEY MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION AND HEREBY
CONSENT TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED
APPROPRIATE BY ANY SUCH COURT. FURTHERMORE, THE PARTIES HEREBY WAIVE, TO THE
EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT THEY MAY HAVE TO ASSERT THAT
ANY SUCH COURT IS AN INCONVENIENT FORUM OR OTHERWISE TO OBJECT TO VENUE TO THE
EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 11.17.

      11.18 Severability of Provisions. Any provision in any Loan Document that
is held to be inoperative, unenforceable or invalid as to any party or in any
jurisdiction shall, as to that party or jurisdiction, be inoperative,
unenforceable or invalid without affecting the remaining provisions or the
operation, enforceability or validity of that provision as to any other party or
in any other jurisdiction, and to this end the provisions of all Loan Documents
are declared to be severable.

      11.19 Headings. Article and Section headings in this Agreement and the
other Loan Documents are included for convenience of reference only and are not
part of this Agreement or the other Loan Documents for any other purpose.

      11.20 Time of the Essence. Time is of the essence of the Loan Documents.

      11.21 Foreign Lenders and Participants. Each Lender that is incorporated
or otherwise organized under the Laws of a jurisdiction other than the United
States of America or any State thereof or the District of Columbia shall deliver
to Borrower (with a copy to the Administrative Agent), on or before the Closing
Date (or on or before accepting an

                                      -78-
<PAGE>

assignment or receiving a participation interest herein pursuant to Section
11.8, if applicable) two duly completed copies, signed by a Responsible
Official, of either Form 1001 (relating to such Lender and entitling it to a
complete exemption from withholding on all payments to be made to such Lender by
Borrower pursuant to this Agreement) or Form 4224 (relating to all payments to
be made to such Lender by the Borrower pursuant to this Agreement) of the United
States Internal Revenue Service or such other evidence (including, if reasonably
necessary, Form W-9) satisfactory to Borrower and the Administrative Agent that
no withholding under the federal income tax laws is required with respect to
such Lender. Thereafter and from time to time, each such Lender shall (a)
promptly submit to Borrower (with a copy 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
Borrower and the Administrative Agent of any available exemption from, United
States withholding taxes in respect of all payments to be made to such Lender by
Borrower pursuant to this Agreement and (b) 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 Eurodollar
Lending Office, if any) to avoid any requirement of applicable Laws that
Borrower make any deduction or withholding for taxes from amounts payable to
such Lender. In the event that Borrower or the Administrative Agent become aware
that a participation has been granted pursuant to Section 11.8(e) to a financial
institution that is incorporated or otherwise organized under the Laws of a
jurisdiction other than the United States of America, any State thereof or the
District of Columbia, then, upon request made by Borrower or the Administrative
Agent to the Lender which granted such participation, such Lender shall cause
such participant financial institution to deliver the same documents and
information to Borrower and the Administrative Agent as would be required under
this Section if such financial institution were a Lender.

      11.22 Hazardous Material Indemnity. Borrower hereby agrees to indemnify,
hold harmless and defend (by counsel reasonably satisfactory to the
Administrative Agent) the Administrative Agent, the Collateral Agent and each of
the Lenders and their respective directors, officers, employees, agents,
successors and assigns from and against any and all claims, losses, damages,
liabilities, fines, penalties, charges, administrative and judicial proceedings
and orders, judgments, remedial action requirements, enforcement actions of any
kind, and all reasonable costs and expenses incurred in connection therewith
(including but not limited to reasonable attorneys' fees and the reasonably
allocated costs of attorneys employed by the Administrative Agent or any Lender,
and expenses to the extent that the defense of any such action has not been
assumed by Borrower), arising directly or indirectly out of (i) the presence on,
in, under or about any Real Property of any Hazardous Materials, or any releases
or discharges of any Hazardous Materials on, under or from any Real Property and
(ii) any activity carried on or undertaken on or off any Real Property by
Borrower or any of its predecessors in title, whether prior to or during the
term of this Agreement, and whether by Borrower or any predecessor in title or
any employees, agents, contractors or subcontractors of Borrower or any
predecessor in title, or any third persons at any time occupying or present on
any Real Property, in connection with the handling, treatment, removal, storage,
decontamination, clean-up, transport or disposal of any Hazardous Materials at
any time located or present on, in, under or about any Real Property. The
foregoing

                                      -79-
<PAGE>

indemnity shall further apply to any residual contamination on, in, under or
about any Real Property, or affecting any natural resources, and to any
contamination of any Property or natural resources arising in connection with
the generation, use, handling, storage, transport or disposal of any such
Hazardous Materials, and irrespective of whether any of such activities were or
will be undertaken in accordance with applicable Laws, but the foregoing
indemnity shall not apply to Hazardous Materials on any Real Property, the
presence of which is caused by the Administrative Agent or the Lenders. Borrower
hereby acknowledges and agrees that, notwithstanding any other provision of this
Agreement or any of the other Loan Documents to the contrary, the obligations of
Borrower under this Section shall be unlimited corporate obligations of Borrower
and shall not be secured by any Lien on any Real Property. Any obligation or
liability of Borrower to any Indemnitee under this Section 11.22 shall survive
the expiration or termination of this Agreement and the repayment of all Loans
and the payment and performance of all other Obligations owed to the Lenders.

      11.23 Waiver of Right to Trial by Jury. BORROWER 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 SOUNDING IN CONTRACT OR TORT OR
OTHERWISE; AND BORROWER 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 THE ADMINISTRATIVE AGENT OR ANY LENDER MAY FILE AN ORIGINAL COUNTERPART OR
A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF
BORROWER TO THE WAIVER OF BORROWER'S RIGHT TO TRIAL BY JURY.

      11.24 Purported Oral Amendments. BORROWER EXPRESSLY ACKNOWLEDGES THAT THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS MAY ONLY BE AMENDED OR MODIFIED, OR THE
PROVISIONS HEREOF OR THEREOF WAIVED OR SUPPLEMENTED, BY AN INSTRUMENT IN WRITING
THAT COMPLIES WITH SECTION 11.2. BORROWER AGREES THAT IT WILL NOT RELY ON ANY
COURSE OF DEALING, COURSE OF PERFORMANCE, OR ORAL OR WRITTEN STATEMENTS BY ANY
REPRESENTATIVE OF THE ADMINISTRATIVE AGENT OR ANY BANK THAT DOES NOT COMPLY WITH
SECTION 11.2 TO EFFECT AN AMENDMENT, MODIFICATION, WAIVER OR SUPPLEMENT TO THIS
AGREEMENT OR THE OTHER LOAN DOCUMENTS.

                            [SIGNATURE PAGES FOLLOW]

                                      -80-
<PAGE>


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

                                  VIASAT, INC.

                                  By: /s/ Ronald G. Wangerin
                                      -----------------------------------
                                      Ronald G. Wangerin
                                      Chief Financial Officer

                                  Address:

                                  ViaSat, Inc.
                                  6155 El Camino Real
                                  Carlsbad, California  92009
                                  Attn: Ronald G. Wangerin
                                        Chief Financial Officer

                                  Telecopier: (760) 929-3926
                                  Telephone:  (760) 476-2200

                                  UNION BANK OF CALIFORNIA, N.A., as
                                  Administrative Agent

                                  By: /s/ Douglas S. Lambell
                                      -----------------------------------
                                      Douglas S. Lambell
                                      Vice President

                                  Address:

                                  Union Bank of California, N.A.
                                  San Diego Commercial Banking Office
                                  530 "B" Street, 4th Floor, S-420
                                  San Diego, California 92101-4407
                                  Attn: Mr. Douglas S. Lambell

                                  Telecopier: (619) 230-3766
                                  Telephone:  (619) 230-3029

                                       S-1
<PAGE>

                                  COMERICA BANK,
                                  as Collateral Agent

                                  By: /s/ Tomas Schmidt
                                      -----------------------------------
                                      Tomas Schmidt
                                      Vice President

                                  Address:

                                  Comerica Bank
                                  701 "B" Street, Suite 600
                                  San Diego, California  92101
                                  Attn: Mr. Tomas Schmidt
                                           Vice President

                                  Telecopier: (619) 234-2234
                                  Telephone:  (619) 338-1528

                                  COMERICA BANK,
                                  as a Lender

                                  By: /s/ Tomas Schmidt
                                      -----------------------------------
                                      Tomas Schmidt
                                      Vice President

                                  Address:

                                  Comerica Bank
                                  701 "B" Street, Suite 600
                                  San Diego, California  92101
                                  Attn: Mr. Tomas Schmit
                                           Vice President

                                  Telecopier: (619) 234-2234
                                  Telephone:  (619) 338-1528

                                       S-2
<PAGE>

                                  SILICON VALLEY BANK,
                                  as a Lender

                                  By: /s/ Susan Worsham
                                      -----------------------------------
                                      Susan Worsham
                                      Vice President

                                  Address:

                                  Silicon Valley Bank
                                  4445 Eastgate Mall, Suite 110
                                  San Diego, California 92121
                                  Attn:  Ms. Susan Worsham

                                  Telecopier:  (858) 622-1424
                                  Telephone:   (858) 784-3312

                                  UNION BANK OF CALIFORNIA, N.A.,
                                  as a Lender

                                  By: /s/ Douglas S. Lambell
                                      -----------------------------------
                                      Douglas S. Lambell
                                      Vice President

                                  Address:

                                  Union Bank of California, N.A.
                                  San Diego Commercial Banking Office
                                  530 "B" Street, 4th Floor, S-420
                                  San Diego, California 92101-4407
                                  Attn: Mr. Douglas S. Lambell

                                  Telecopier: (619) 230-3766
                                  Telephone:  (619) 230-3029

                                      S-3