EXHIBIT
10.97


 


AMENDED AND RESTATED LOAN AGREEMENT


 


among


 


HEALTH POWER, INC.


COMPMANAGEMENT, INC.


COMPMANAGEMENT HEALTH SYSTEMS, INC.


COMPMANAGEMENT INTEGRATED DISABILITY
SERVICES, INC.


CMI MANAGEMENT COMPANY


COMPMANAGEMENT OF VIRGINIA, INC.


COMPMANAGEMENT DISABILITY SERVICES
COMPANY


CMI BARRON RISK MANAGEMENT SERVICES,
INC.


OCTAGON RISK SERVICES, INC.


 


as Borrowers


 


 


WC HOLDINGS, INC.


 


as Guarantor


 


 


and


 


 


BANK ONE, N.A.


 


as Lender


 


October 3, 2003


 


 

















 


TABLE OF CONTENTS


 


	
  ARTICLE 1. 
  AGREEMENT OF THE PARTIES

  	
   

  
	
  1.1

  	
  Restatement of Obligations

  	
   

  
	
  1.2

  	
  Balances of Loans

  	
   

  
	
  1.3

  	
  Compliance with Original Loan
  Documents

  	
   

  
	
  1.4

  	
  Continuation of Original Loan
  Documents

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 2. 
  REVOLVING CREDIT LOANS

  	
   

  
	
  2.1

  	
  Revolving Credit Commitment

  	
   

  
	
  2.2

  	
  Conversion Options

  	
   

  
	
  2.3

  	
  Revolving Credit Note

  	
   

  
	
  2.4

  	
  Cancellation and
  Reduction of Revolving Credit Commitment

  	
   

  
	
  2.5

  	
  Use of Funds

  	
   

  
	
  2.6

  	
  Additional
  Provisions and Limitations Relating to Eurodollar Rate Loans

  	
   

  
	
  2.7

  	
  Letters of Credit

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 3. 
  TERM LOAN

  	
   

  
	
  3.1

  	
  Term Loan Amount

  	
   

  
	
  3.2

  	
  Term Note

  	
   

  
	
  3.3

  	
  Optional Prepayments

  	
   

  
	
  3.4

  	
  Additional Provisions and
  Limitations Relating to Eurodollar Rate Portions

  	
   

  
	
  3.5

  	
  Mandatory Prepayments

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 4. 
  OCTAGON INTERIM TERM LOAN

  	
   

  
	
  4.1

  	
  Octagon Interim Term Loan Amount

  	
   

  
	
  4.2

  	
  Octagon Interim Term Note

  	
   

  
	
  4.3

  	
  Optional Prepayments

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 5. 
  FEES, PAYMENTS, SETOFFS, SECURITY, Default rate

  	
   

  
	
  5.1

  	
  Fees

  	
   

  
	
  5.2

  	
  Payments

  	
   

  
	
  5.3

  	
  Setoffs

  	
   

  
	
  5.4

  	
  Security

  	
   

  
	
  5.5

  	
  Default Rate

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 6. 
  CONDITIONS OF BORROWING

  	
   

  
	
  6.1

  	
  Conditions Precedent to the Term
  Loan, Octagon Interim Term Note and the Initial Revolving Credit Loan

  	
   

  
	
  6.2

  	
  Conditions Precedent to Each
  of the Loans

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 7.  REPRESENTATIONS AND WARRANTIES

  	
   

  
	
  7.1

  	
  Organization and Authority

  	
   

  
	
  7.2

  	
  Qualification

  	
   

  
	
  7.3

  	
  Investments; Guarantees; Liabilities

  	
   

  
	
  7.4

  	
  Tax Returns and Payments

  	
   

  
	
  7.5

  	
  Title to Properties; Liens

  	
   

  



 


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  7.6

  	
  Litigation

  	
   

  
	
  7.7

  	
  Compliance with Law and Other
  Instruments

  	
   

  
	
  7.8

  	
  Financial Statements

  	
   

  
	
  7.9

  	
  Patents, Trademarks and Copyrights

  	
   

  
	
  7.10

  	
  No Margin Activity

  	
   

  
	
  7.11

  	
  ERISA

  	
   

  
	
  7.12

  	
  Adverse Contracts; Defaults

  	
   

  
	
  7.13

  	
  Environmental Laws

  	
   

  
	
  7.14

  	
  Disclosure

  	
   

  
	
  7.15

  	
  Insurance

  	
   

  
	
  7.16

  	
  Events of Default

  	
   

  
	
  7.17

  	
  Guarantor Single Purpose

  	
   

  
	
  7.18

  	
  Solvency, Etc.

  	
   

  
	
  7.19

  	
  [Reserved]

  	
   

  
	
  7.20

  	
  Octagon Stock Purchase Agreement

  	
   

  
	
  7.21

  	
  Certain Assurances

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 8. 
  AFFIRMATIVE COVENANTS

  	
   

  
	
  8.1

  	
  Bank Deposits

  	
   

  
	
  8.2

  	
  Financial Statements and Reports
  of the Company

  	
   

  
	
  8.3

  	
  Financial Statements of the
  Guarantor

  	
   

  
	
  8.4

  	
  Unaudited Financial
  Statements of the Company

  	
   

  
	
  8.5

  	
  [Reserved]

  	
   

  
	
  8.6

  	
  Inspection

  	
   

  
	
  8.7

  	
  Insurance

  	
   

  
	
  8.8

  	
  Payment of Taxes and Claims

  	
   

  
	
  8.9

  	
  Compliance with Laws

  	
   

  
	
  8.10

  	
  ERISA

  	
   

  
	
  8.11

  	
  Preservation of Corporate
  Existence

  	
   

  
	
  8.12

  	
  Maintenance of Tangible Assets

  	
   

  
	
  8.13

  	
  Notices of Certain Events

  	
   

  
	
  8.14

  	
  Records and Books of Account

  	
   

  
	
  8.15

  	
  Performance of Contracts

  	
   

  
	
  8.16

  	
  Notice of Material Litigation

  	
   

  
	
  8.17

  	
  Use of Proceeds

  	
   

  
	
  8.18

  	
  Ownership and Control of
  Borrowers and Guarantor

  	
   

  
	
  8.19

  	
  2003 Merger

  	
   

  
	
  8.20

  	
  [Reserved]

  	
   

  
	
  8.21

  	
  Compliance with the Octagon Stock
  Purchase Agreement

  	
   

  
	
  8.22

  	
  Compliance with the OBWC

  	
   

  
	
  8.23

  	
  St. Paul Information

  	
   

  
	
  8.24

  	
  Key Man Life Insurance Policies

  	
   

  
	
  8.25

  	
  Government Regulation

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 9. 
  NEGATIVE COVENANTS

  	
   

  
	
  9.1

  	
  Indebtedness

  	
   

  
	
  9.2

  	
  Liens and Other Encumbrances

  	
   

  
	
  9.3

  	
  Guaranties and Other Contingent
  Liabilities

  	
   

  
	
  9.4

  	
  Fundamental Changes

  	
   

  
	
  9.5

  	
  Creation of Subsidiaries

  	
   

  
	
  9.6

  	
  Loans or Advances

  	
   

  
	
  9.7

  	
  Investments

  	
   

  
	
  9.8

  	
  Sale and Leaseback

  	
   

  
	
  9.9

  	
  Disposition of Assets

  	
   

  



 


ii

















 


	
  9.10

  	
  Transactions with
  Affiliates

  	
   

  
	
  9.11

  	
  [Reserved]

  	
   

  
	
  9.12

  	
  Sale of Accounts

  	
   

  
	
  9.13

  	
  Capital Expenditures

  	
   

  
	
  9.14

  	
  [Reserved]

  	
   

  
	
  9.15

  	
  Minimum Fixed Charge Coverage
  Ratio

  	
   

  
	
  9.16

  	
  Ratio of Funded
  Indebtedness to EBITDA

  	
   

  
	
  9.17

  	
  Management Fees

  	
   

  
	
  9.18

  	
  Dividends and Payments

  	
   

  
	
  9.19

  	
  Issuance of Capital Stock

  	
   

  
	
  9.20

  	
  Prohibition of Change in
  Fiscal Year

  	
   

  
	
  9.21

  	
  Amendment to Other
  Documents

  	
   

  
	
  9.22

  	
  Management

  	
   

  
	
  9.23

  	
  Pledge Rights Not a “Change”

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 10. 
  EVENTS OF DEFAULT

  	
   

  
	
  10.1

  	
  Event of Default

  	
   

  
	
  10.2

  	
  Consequences of Event
  of Default

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 11. 
  MISCELLANEOUS

  	
   

  
	
  11.1

  	
  Notices

  	
   

  
	
  11.2

  	
  Term of Agreement; Termination;
  Successors and Assigns

  	
   

  
	
  11.3

  	
  No Implied Rights or Waivers

  	
   

  
	
  11.4

  	
  Applicable Law

  	
   

  
	
  11.5

  	
  Modifications, Amendments or Waivers

  	
   

  
	
  11.6

  	
  Counterparts

  	
   

  
	
  11.7

  	
  Headings

  	
   

  
	
  11.8

  	
  Expenses

  	
   

  
	
  11.9

  	
  Accounting Terms

  	
   

  
	
  11.10

  	
  Severability

  	
   

  
	
  11.11

  	
  Waiver of Jury Trial; Consent to Venue

  	
   

  
	
  11.12

  	
  Entire Agreement

  	
   

  
	
  11.13

  	
  Certificates, Etc

  	
   

  
	
  11.14

  	
  Waiver of Certain Defenses

  	
   

  
	
  11.15

  	
  USA Patriot Act
  Notification

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 12. 
  DEFINITIONS

  	
   

  
	
   

  	
   

  
	
  Signatures

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


	
  EXHIBITS:

  	
   

  
	
   

  	
   

  
	
  Exhibit A

  	
  Amended and
  Restated Revolving Credit Note

  
	
  Exhibit B

  	
  Amended and Restated
  Term Note

  
	
  Exhibit C

  	
  Octagon Interim
  Term Note

  
	
  Exhibit D

  	
  Amended
  and Restated Borrower Security Agreement

  
	
  Exhibit E

  	
  Amended and
  Restated Copyright Security Agreement

  
	
  Exhibit F

  	
  Amended and
  Restated Stock Pledge Agreement

  
	
  Exhibit G

  	
  Amended
  and Restated Collateral Assignment of Leasehold Interests

  
	
  Exhibit H

  	
  Amended
  and Restated Assignment of Life Insurance Policies

  
	
  Exhibit I

  	
  Opinion
  of Counsel to Borrowers and Guarantor

  
	
  Exhibit J

  	
  Definitions

  



 


iii

















 


	
  SCHEDULES:

  
	
   

  	
   

  
	
  Schedule 7.1

  	
  Affiliates, Directors
  and Officers

  
	
  Schedule 7.5

  	
  Leases

  
	
  Schedule 7.6

  	
  Litigation and Other
  Proceedings

  
	
  Schedule 7.9

  	
  Patents, Trademarks and
  Copyrights

  
	
  Schedule 9.10

  	
  Transactions with
  Affiliates

  



 


iv

















 


AMENDED
AND RESTATED LOAN AGREEMENT


 


THIS AMENDED AND RESTATED
LOAN AGREEMENT (this “Agreement”) is made and entered into in Columbus, Ohio
effective as of October 3, 2003, by and between HEALTH POWER, INC., a
Delaware corporation (the “Company”), COMPMANAGEMENT, INC., an Ohio corporation
(“CMI”), COMPMANAGEMENT HEALTH SYSTEMS, INC., an Ohio corporation (“CHSI”), COMPMANAGEMENT
INTEGRATED DISABILITY SERVICES, INC., an Ohio corporation (formerly named
M&N Risk Management, Inc.) (“MNRMI”), CMI MANAGEMENT COMPANY, an Ohio
corporation (formerly named M&N Enterprises, Inc.) (“CMIMC”),
COMPMANAGEMENT OF VIRGINIA, INC., a Virginia corporation (formerly named Trigon
Administrators, Inc.) (“CVI”), COMPMANAGEMENT DISABILITY SERVICES COMPANY, a
Virginia corporation and a wholly owned subsidiary of CVI (formerly named
Trigon Disability Services Company) (“CDSC”), CMI BARRON RISK MANAGEMENT
SERVICES, INC., a Texas corporation (formerly named Barron Risk Management
Services, Inc.) (“Barron Risk”), and OCTAGON RISK SERVICES, INC., a Minnesota
corporation (“Octagon”), as borrowers (individually, a “Borrower” and
collectively, the “Borrowers”), WC HOLDINGS, INC., a Delaware corporation, as
guarantor (the “Guarantor”), and BANK ONE, N.A., a national banking association
with its corporate headquarters in Columbus, Ohio, as lender (the “Lender”).


 


Recitals


 


The following recitals are representations
with respect to certain factual matters that form the basis of this Agreement
and are an integral part of this Agreement.


 


A.            Pursuant to the terms and conditions of a certain Loan
Agreement dated as of December 21, 2000 by and among the Company, CMI, CHSI,
MNRMI and CMIMC, as borrowers (collectively, the “Original Borrowers”), the
Guarantor, as guarantor, and the Lender (the “Original Loan Agreement”), the
Lender agreed to make to the Original Borrowers (i) loans (collectively, the
“Prior Revolving Credit Loans”) up to the maximum aggregate sum of $8,000,000
under a revolving line of credit (the “Original Revolving Credit Commitment”)
and (ii) a term loan in the maximum sum of $17,000,000 (the “Prior Term Loan”);


 


B.            To evidence the Prior Revolving Credit Loans, the
Original Borrowers executed a certain Revolving Credit Note dated December 21,
2000 (the “Original Revolving Credit Note”), whereby the Original Borrowers
promised to pay to the order of the Lender, on or before December 31, 2002,
the Prior Revolving Credit Loans, together with interest as set forth in the
Original Loan Agreement;


 


C.            To evidence the Prior Term Loan, the Original Borrowers
executed a certain Term Note dated December 21, 2000 (the “Original Term Note”
and, collectively with the Original Revolving Credit Note, the “Original
Notes”), whereby the Original Borrowers promised to pay to the order of the
Lender, on or before December 31, 2005, the Prior Term Loan, together with
interest as set forth in the Original Loan Agreement;


 


D.            To secure the Original Loan Agreement and the Original
Notes, the Lender and each Original Borrower entered into (i) a separate
Borrower Security Agreement dated as of December 21, 2000 (individually,
an “Original Borrower Security Agreement” and collectively, the “Original
Borrower Security Agreements”) and (ii) a separate Security Agreement Re:
Patents, Trademarks and Copyrights dated as of December 31, 2000 (individually,
an “Original Copyright Security Agreement” and collectively, the “Original Copyright
Security Agreements”);


 


E.             To further secure the Original Loan Agreement and the
Original Notes, the Lender, on the one hand, and the Company or CMI, on the
other hand, entered into four certain Stock Pledge Agreements dated as of
December 21, 2000 (individually, an “Original Stock Pledge Agreement” and
collectively, the “Original Stock Pledge Agreements”), pursuant to which the
Company and CMI, as applicable, pledged and assigned to the Lender all of the
shares of capital stock of CMI, CHSI, MNRMI and CMIMC;


 


F.             To further secure the Original Loan Agreement and the
Original Notes, the Lender and CMI entered into two certain Assignments of Life
Insurance Policies dated as of December 21, 2000 (individually, an “Original


 

















 


 


Assignment of Life Insurance
Policies” and collectively, the “Original Assignments of Life Insurance
Policies”), pursuant to which CMI assigned to the Lender certain life insurance
policies;


 


G.            To further secure the Original Loan Agreement and the
Original Notes, the Lender and CMI entered into a certain Collateral Assignment
of Leasehold Interest dated as of December 21, 2000, pursuant to which CMI
assigned to the Lender all of its right, title and interest in, to and under
the lease of CMI’s corporate headquarters facility located in Dublin, Ohio (the
“Original Assignment of Leasehold Interest”);


 


H.            In consideration of the Lender entering into the Original
Loan Agreement, the Guarantor agreed, by a certain Unconditional Guaranty
Agreement dated as of December 21, 2000 (the “Original Guaranty”), to
unconditionally guaranty the repayment of the Prior Revolving Credit Loans and
the Prior Term Loan;


 


I.              To secure the Original Loan Agreement and the Original
Notes and the Guarantor’s obligations under the Original Guaranty, the Lender
and the Guarantor entered into a certain Guarantor Security Agreement dated as
of December 21, 2000 (the “Original Guarantor Security Agreement”);


 


J.             Pursuant to the provisions of the Original Loan
Agreement, the parties thereto entered into a certain ISDA Master Agreement
dated as of December 21, 2000 (the “Original ISDA Master Agreement”);


 


K.            In connection with the execution of the Original Loan
Agreement and the agreements, documents and instruments related thereto, the
Original Borrowers, the Guarantor, the Lender and Banc One Mezzanine
Corporation, a Delaware corporation (the “Subordinated Lender”), entered into a
certain Intercreditor and Subordination Agreement (the “Original Intercreditor
Agreement”);


 


L.             Effective as of April 1, 2001, CMI acquired all of the
outstanding shares of capital stock of CVI pursuant to the terms and conditions
of a certain Stock Purchase Agreement dated as of March 31, 2001 among Trigon
Healthcare, Inc., a Virginia corporation (“Trigon”), Monticello Service Agency,
Inc., a Virginia corporation and a wholly owned subsidiary of Trigon, and CMI
(the “Trigon Stock Purchase Agreement”);


 


M.           Pursuant to a certain First Amendment to Loan Agreement
dated May 9, 2001 (effective as of March 31, 2001) (the “First Amendment”), the
Original Borrowers, CVI, CDSC, the Guarantor and the Lender amended the
Original Loan Agreement, the Original Notes and the other related loan
documents to, among other things:  (i)
evidence the Lender’s consent to CMI’s acquisition of the shares of CVI and the
consummation of the other transactions contemplated by the Trigon Stock
Purchase Agreement; and (ii) cause CVI and CDSC to become additional
co-borrowers under the Original Loan Agreement, the Original Notes and the
related loan documents;


 


N.            Pursuant to the First Amendment, (a) the Original
Borrowers, CVI and CDSC executed and delivered to the Lender (i) an Amended and
Restated Term Note (the “First Restated Term Note”) and (ii) an Amended and
Restated Revolving Credit Note (the “First Restated Revolving Credit Note” and,
together with the First Restated Term Note, the “First Restated Notes”), (b)
each of CVI and CDSC executed and delivered a Borrower Security Agreement and a
Copyright Security Agreement (collectively, the “Original Trigon Security Agreements”),
and (c) CMI and CVI each executed and delivered a Stock Pledge Agreement
with respect to all of the outstanding shares of capital stock of CVI and CDSC,
respectively (collectively, the “Original Trigon Stock Pledge Agreements”);


 


O.            Pursuant to a certain Second Amendment to Loan Agreement
dated July 31, 2001 (the “Second Amendment”), the Original Borrowers, CVI,
CDSC, the Guarantor and the Lender amended the Original Loan Agreement, the
First Restated Notes and the other loan documents to, among other things:  (i) increase the principal amount of the
First Restated Term Note from $17,000,000 to $22,500,000; and (ii) decrease the
amount of the Original Revolving Credit Commitment and the First Restated Revolving
Credit Note from $8,000,000 to $4,500,000;


 


P.             Pursuant to a certain Third Amendment to Loan Agreement
dated February 28, 2002 (the “Third Amendment”), the Original Borrowers, CVI,
CDSC, the Guarantor and the Lender amended the Original Loan Agreement, the
First Restated Notes and the other loan documents to, among other things:  (i) consent to (a) the prepayment
in full by the Guarantor of the Senior Subordinated Promissory Note dated
December 21, 2000 in the original principal amount of $6,000,000 issued by the
Guarantor to the Subordinated Lender (the “Subordinated Note”) and (b) the
payment of a dividend in an amount up to the dollar amount of all of the
Guarantor’s and Original Borrowers’


 


2

















 


outstanding obligations
owed to the Subordinated Lender (including, without limitation, all principal,
interest, fees and expenses) by the Company to the Guarantor for purposes of
permitting the Guarantor to prepay in full the Subordinated Note;
(ii) increase the amount of the Original Revolving Credit Commitment and
the First Restated Revolving Credit Note from $4,500,000 to $5,000,000;
(iii) provide for the pledge and assignment by the Guarantor to the Lender
of all of the shares of capital stock of the Company owned by the Guarantor,
which shares had theretofore been pledged to the Subordinated Lender as
security for the Subordinated Note; and (iv) provide for the assignment by
CMI to the Lender of a certain additional life insurance policy covering the
life of Robert J. Bossart in the amount of $3,000,000 that secured the
Subordinated Note;


 


Q.            Pursuant to the Third Amendment, the Guarantor executed
and delivered to the Lender (i) a Stock Pledge Agreement with respect to
all of the shares of capital stock of the Company owned by the Guarantor (the “Original
Guarantor Stock Pledge Agreement”) and (ii) an Assignment of Life
Insurance Policies (the “Original Guarantor Assignment of Life Insurance
Policies”);


 


R.            Pursuant to a certain Fourth Amendment to Loan Agreement
dated as of August      , 2002 (the “Fourth
Amendment”), the Original Borrowers, CVI, CDSC, the Guarantor and the Lender
amended the Original Loan Agreement, the First Restated Notes and the other
loan documents to increase the amount of the Original Revolving Credit
Commitment and the First Restated Revolving Credit Note from $5,000,000 to
$6,000,000;


 


S.             Pursuant to a certain Fifth Amendment to Loan Agreement
dated as of August      , 2002 (the “Fifth
Amendment”), the Original Borrowers, CVI, CDSC, the Guarantor and the Lender
amended the Original Loan Agreement, the First Restated Notes and the other
loan documents to, among other things: 
(i) increase the amount of the Original Revolving Credit Commitment
and the First Restated Revolving Credit Note from $6,000,000 to $7,000,000;
(ii) extend the maturity date of the First Restated Revolving Credit Note
from December 31, 2002 until December 31, 2003; and (iii) increase
the Applicable Margin for Eurodollar Rate Loans from 1.75% to 2.00%;


 


T.            Effective as of September 30, 2002, CMI acquired all of
the outstanding shares of capital stock of Barron Risk (the “Barron Risk
Shares”) pursuant to the terms and conditions of a certain Stock Purchase
Agreement dated as of September 30, 2002 among CMI, Barron Risk and UICI, a
Delaware corporation and the sole stockholder of Barron Risk (the “Barron Risk
Stock Purchase Agreement”);


 


U.            In order to finance a portion of the purchase price of
the Barron Risk Shares, the Lender made a Revolving Credit Loan to the Original
Borrowers, CVI and CDSC in the amount of $1,000,000 (the “Barron Risk Revolving
Credit Loan”);


 


V.            Pursuant to a certain Sixth Amendment to Loan Agreement
dated December     , 2002 (the “Sixth Amendment”), the
Original Borrowers, CVI, CDSC, Barron Risk, the Guarantor and the Lender
amended the Original Loan Agreement, the First Restated Notes and the other
loan documents to, among other things: 
(i) evidence the Lender’s consent to CMI’s acquisition of the
Barron Risk Shares and the consummation of the other transactions contemplated
by the Barron Risk Stock Purchase Agreement (the “Barron Risk Acquisition”);
(ii) cause Barron Risk to become an additional co-borrower under the
Original Loan Agreement, the First Restated Notes and the other loan documents;
and (iii) provide for the making of an additional term loan to the
Original Borrowers, CVI, CDSC and Barron Risk in the amount of $1,000,000
(which loan was treated as an increase in the principal amount of the Prior
Term Loan) for the purpose of permitting the Original Borrowers, CVI, CDSC and
Barron Risk to repay the Barron Risk Revolving Credit Loan (the Original
Borrowers, CVI, CDSC and Barron Risk are sometimes hereinafter referred to
collectively as the “Existing Borrowers”);


 


W.           Pursuant to the Sixth Amendment, (i) the Existing
Borrowers executed and delivered to the Lender a certain Second Amended and
Restated Revolving Credit Note of even date therewith (the “Second Restated
Revolving Credit Note”) and a Second Amended and Restated Term Note of even
date therewith (the “Second Restated Term Note” and, together with the Second
Restated Revolving Credit Note, the “Second Restated Notes”), (ii) Barron
Risk executed and delivered to the Lender a Borrower Security Agreement and a
Copyright Security Agreement (collectively, the “Original Barron Risk Security
Agreements”), and (iii) CMI executed and delivered a Stock Pledge
Agreement with respect to all of the outstanding shares of capital stock of
Barron Risk (the “Original Barron Risk Stock Pledge Agreement”);


 


3

















 


X.            The Lender is still the holder and beneficiary of the
Original Loan Agreement, Second Restated Notes, Original Borrower Security
Agreements, Original Copyright Security Agreements, Original Stock Pledge
Agreements, Original Assignments of Life Insurance Policies, Original
Assignment of Leasehold Interest, Original Guaranty, Original Guarantor
Security Agreement, Original ISDA Master Agreement, Original Trigon Security
Agreements, Original Trigon Stock Pledge Agreements, Original Guarantor Stock
Pledge Agreement, Original Guarantor Assignment of Life Insurance Policies,
Original Barron Risk Security Agreements and Original Barron Risk Stock Pledge
Agreement (such documents, as amended by the First Amendment, Second Amendment,
Third Amendment, Fourth Amendment, Fifth Amendment and Sixth Amendment,
together with all other documents related thereto, are hereinafter collectively
referred to as the “Original Loan Documents”);


 


Y.            CMI and The St. Paul Companies, Inc., a Minnesota
corporation (“St. Paul”), have entered into a certain Stock Purchase Agreement
dated as of October 3, 2003 (the “Octagon Stock Purchase Agreement”),
pursuant to which CMI has agreed to purchase from St. Paul all of the
outstanding shares of capital stock of Octagon (the “Octagon Shares”) for an
aggregate purchase price of $30,000,000, subject to the post-closing adjustment
set forth in Section 2.2 of the Octagon Stock Purchase Agreement (the “Octagon
Purchase Price”);


 


Z.            The parties hereto desire to amend and restate the
Original Loan Documents in order to, among other things:  (i) evidence the Lender’s consent to
CMI’s acquisition of the Octagon Shares and the consummation of the other
transactions contemplated by the Octagon Stock Purchase Agreement (the “Octagon
Acquisition”); (ii) cause Octagon to become an additional co-borrower
under the Original Loan Documents, as amended and restated; (iii) increase
the amount of the Original Revolving Credit Commitment and the Second Restated
Revolving Credit Note, as amended and restated, from $7,000,000 to $8,000,000;
(iv) increase the principal amount of the Prior Term Loan to
$31,479,166.64; (v) provide for the making of an interim term loan in the
principal amount of $12,000,000 by the Lender to the Borrowers in order to finance
a portion of the Octagon Purchase Price; (vi) provide for certain
additional security for the Loans (defined below); (vii) modify various
provisions of the Original Loan Documents; and (viii) make certain other
changes thereto in order to reflect the agreement of the parties set forth in
this Agreement; and


 


AA.        In order to evidence the agreement of
the parties and to reflect the terms and conditions of this Agreement, the
parties shall execute and deliver this Agreement and the agreements, documents
and instruments contemplated hereby.


 


Agreement


 


NOW THEREFORE, the
Borrowers, the Guarantor and the Lender hereby agree as hereinafter set forth.


 


ARTICLE
1.  AGREEMENT OF
THE PARTIES


 


1.1          Restatement of Obligations.  The parties hereto acknowledge and agree
that this Agreement (i) amends and restates the existing obligations of
the Existing Borrowers and the Guarantor under the Original Loan Agreement, as
amended, (ii) is a continuation of the borrowings evidenced by the
Original Loan Agreement, as amended, (iii) is not intended to be a
novation of the Second Restated Notes or the obligations evidenced thereby, and
(iv) is in substitution of and supersedes the Original Loan Agreement, as
amended.  The Borrowers and the
Guarantor, jointly and severally, covenant that they will perform and observe
all covenants, agreements, stipulations and conditions on their part to be
performed under the Original Loan Documents, as amended, restated and modified
hereby, and the Exhibits hereto.


 


1.2          Balances of Loans.


 


(a)           The parties hereby acknowledge and
agree that the outstanding principal balance of the Second Restated Revolving
Credit Note as of October 3, 2003 (prior to the making of any additional
Loans to finance the Octagon Acquisition) was $5,442,659.16 and that all
accrued interest on the outstanding principal balance thereof has been paid
through October 1, 2003.


 


(b)           The parties hereby acknowledge and
agree that the outstanding principal balance of the Second Restated Term Note
as of October 3, 2003 (prior to the making of any additional Loans to
finance the


 


4

















 


Octagon Acquisition) was
$12,645,833.34 and that all accrued interest on the outstanding principal
balance thereof has been paid through October 1, 2003.


 


1.3          Compliance with Original Loan
Documents.  The
Borrowers (other than Octagon) and the Guarantor hereby, jointly and severally,
represent and warrant that they are in full compliance with all terms,
conditions, covenants, agreements, stipulations, representations and warranties
under the Original Loan Documents, and they hereby, jointly and severally,
reaffirm the same as of the date hereof.


 


1.4          Continuation of Original Loan
Documents.  Except
as specifically modified herein and in the Exhibits hereto, the Original Loan
Documents, as amended, restated and modified hereby, shall remain in full force
and effect in all respects according to their terms, covenants and conditions
as security for the unpaid balance of the indebtedness and interest thereon evidenced
by this Agreement and the Notes, as if the unpaid balance of the principal,
with the interest accrued thereon, had originally been payable as provided for
herein.  Except as specifically set
forth herein and in the Exhibits hereto, nothing in this Agreement shall affect
or impair any rights and powers that the Lender may have thereunder.


 


ARTICLE 2.  REVOLVING
CREDIT LOANS


 


2.1          Revolving Credit Commitment.  The Lender hereby agrees on the terms and
conditions of this Agreement to lend to the Borrowers the maximum sum of Eight
Million Dollars ($8,000,000) (the “Revolving Credit Commitment”).  The Revolving Credit Commitment shall be
available to the Borrowers, subject to the limitations herein, in whole or part
and from time to time until September 30, 2005, and any amounts borrowed
may be repaid in whole or in part and reborrowed until such date.  Each borrowing under the Revolving Credit
Commitment shall be made in accordance with the provisions of this Section 2.1,
and shall be subject to the conditions of Article 5 hereof, and shall be in the
initial principal amount of $100,000 or any integral multiple of $100,000 (a
“Revolving Credit Loan”).


 


Each Revolving Credit
Loan to be made in accordance with the provisions of this Section 2.1 shall, at
the election of the Borrowers, be made either in the form of (i) a Variable
Rate Loan (individually, a “Variable Rate Loan” and collectively, the “Variable
Rate Loans”) or (ii) a Eurodollar Rate Loan (individually, a “Eurodollar
Rate Loan” and collectively, the “Eurodollar Rate Loans”); provided, however,
that the Borrowers shall not be permitted to have outstanding at any time more
than a total of eight (8) Eurodollar Rate Loans and Eurodollar Rate Portions of
the Term Loan, except as otherwise permitted by the Lender in its sole
discretion.   Notwithstanding the
foregoing, each Eurodollar Rate Loan shall be in the initial principal amount
of $1,000,000 or any integral multiple of $100,000.  The aggregate unpaid principal amount of the Variable Rate Loans
and the Eurodollar Rate Loans at any one time outstanding shall not exceed the
Revolving Credit Commitment.


 


Each Revolving Credit
Loan shall be made pursuant to the request of the Borrowers to the Lender which
request for a Revolving Credit Loan shall specify (i) the total amount of the
Revolving Credit Loan; (ii) the borrowing date (the “Borrowing Date”), which
shall be a Business Day in the case of a Variable Rate Loan and a Eurodollar
Banking Day in the case of a Eurodollar Rate Loan; and (iii) whether the Revolving
Credit Loan is to be a Variable Rate Loan or a Eurodollar Rate Loan (and in the
case of a Eurodollar Rate Loan, the length of the Interest Period).  Requests for Variable Rate Loans may be made
on the applicable Borrowing Date. 
Requests for Eurodollar Rate Loans shall be made at least three (3)
Eurodollar Banking Days prior to the applicable Borrowing Date.


 


In the case of a request
for a Eurodollar Rate Loan, the Lender shall not later than 11:00 a.m.,
Columbus, Ohio time two (2) Eurodollar Banking Days prior to the Borrowing
Date, give notice to the Borrowers of the Adjusted Eurodollar Rate (including
information as to the calculation thereof) applicable for the period requested
by the Borrowers.  The Borrowers shall
not later than 11:00 a.m., Columbus, Ohio time one (1) Eurodollar Banking Day
prior to the Borrowing Date, give notice by telephone confirmed in writing to
the Lender whether they wish (i) to complete such borrowing in the form of a
Eurodollar Rate Loan; (ii) to complete such borrowing as a Variable Rate Loan;
or (iii) to cancel their request for a Revolving Credit Loan.  Failure by the Borrowers to timely deliver
such notice shall constitute cancellation of such request.


 


2.2          Conversion Options.  The Borrowers may elect from time to time to
convert $1,000,000 or any amount in excess thereof in any integral multiple of
$100,000 of the Variable Rate Loans then outstanding to Eurodollar Rate Loans
by giving the Lender irrevocable telephone notice of such election as provided
in this Section 2.2.  Each


 


5

















 


Eurodollar Rate Loan
shall automatically convert to a Variable Rate Loan upon its maturity unless
the Borrowers elect to continue such Loan as a Eurodollar Rate Loan by giving
the Lender irrevocable telephone notice of such election as provided in this
Section 2.2.  Any such notice pursuant
to this Section 2.2 shall be received by the Lender at least three (3)
Eurodollar Banking Days prior to the proposed conversion date, which shall be a
Eurodollar Banking Day, and shall specify (i) the conversion date and (ii) the
length of the Interest Period.  If no
Event of Default then exists, such conversion shall be made on the requested
conversion date.


 


2.3          Revolving Credit Note.  The Revolving Credit Commitment shall be
evidenced by a master amended and restated promissory note (the “Revolving
Credit Note”) of the Borrowers executed by duly authorized officers thereof,
which shall be in the form of Exhibit A attached hereto.  Each Revolving Credit Loan made by the
Lender and each payment made on account of principal on the Revolving Credit
Note shall be recorded by the Lender; provided, however, that the failure of
the Lender to make such notation shall not limit or otherwise affect the
obligations of the Borrowers under the Revolving Credit Note or this
Agreement.  The Revolving Credit Note
shall amend and restate, and be in substitution for, the Second Restated
Revolving Credit Note and shall include the following terms:


 


(a)           Term.  The Revolving Credit Note shall be dated as
of the date of this Agreement and shall be due and payable in full on or before
September 30, 2005.


 


(b)           Interest
Rate on Variable Rate Loans.  From its date, each Variable Rate Loan shall bear interest
(computed on the basis of the actual number of days elapsed over a Business
Year) on the unpaid principal balance at a fluctuating rate per annum equal to
the Prime Rate plus the Applicable Margin (as determined in accordance with
Section 2.3(d)(iv), below).  Any change
in the interest rate due to a change in the Prime Rate shall be effective
immediately upon and after the date of each such change in the Prime Rate.


 


Interest
on the Variable Rate Loans shall be payable monthly on the first day of each
calendar month (each an “Interest Payment Date”), commencing on the first day
of the month following the initial disbursement of the initial Revolving Credit
Loan.


 


(c)           Interest
Rate on Eurodollar Rate Loans.  From its date, each Eurodollar Rate Loan shall bear interest
during the period from the date thereof until and including the maturity date
thereof at a rate per annum equal to the Adjusted Eurodollar Rate plus the
Applicable Margin (as determined in accordance with Section 2.3(d)(i),
below).  The Borrowers shall be
obligated to pay with respect to each Eurodollar Rate Loan such additional
amounts as shall be determined pursuant to Section 2.6 hereof.


 


Interest
on each Eurodollar Rate Loan shall be payable (i) with respect to Eurodollar
Rate Loans having an Interest Period of 30, 60 or 90 days, on the expiration of
such Interest Period, and (ii) with respect to Eurodollar Rate Loans
having a maturity of 180 or 360 days, on the first day of each March, June,
September and December that such Eurodollar Rate Loan is outstanding and upon
expiration of such Interest Period. 
Interest on all Eurodollar Rate Loans shall be calculated on the basis
of the actual number of days elapsed over a Business Year.


 


(d)           Applicable
Margin.  For
purposes of Sections 2.3 and 3.2 hereof, the “Applicable Margin” shall be
determined as follows:


 


(i)            The Applicable Margin for Eurodollar
Rate Loans shall be 2.00%;


 


(ii)           The Applicable Margin for Eurodollar
Rate Portions of the Term Loan shall be 2.25%;


 


(iii)          The Applicable Margin for purposes of
the Variable Term Rate applicable to the Variable Rate Portion of the Term Loan
shall be (.50)%; and


 


(iv)          The Applicable Margin for Variable
Rate Loans shall be (.50)%.


 


(e)           Optional
Repayments. 
Outstanding Revolving Credit Loans may be repaid in whole or in part at
any time, without premium or penalty, in principal amounts not less than the
minimum Revolving Credit


 


6

















 


Loan for any borrowing
under Section 2.1, or any larger amount permitted thereunder, by tender of
payment and delivery of written, telegraphic or oral notice of payment to the
Lender not later than 1:30 p.m., Columbus, Ohio time, on the Business Day on
which such repayment is to be made. 
Payments received after 1:30 p.m. shall be deemed tendered on the following
Business Day.  Interest accrued to the
date of payment shall be due and payable on the next following Interest Payment
Date unless the Revolving Credit Note is paid in full, in which event, accrued
interest shall become due and payable on the payment date.


 


2.4          Cancellation and Reduction of Revolving
Credit Commitment. 
The Borrowers shall be entitled to permanently reduce or cancel the
Revolving Credit Commitment from time to time upon ten (10) days’ prior written
notice to the Lender.  In the event of
cancellation of the Revolving Credit Commitment, the principal amount of the
Revolving Credit Note shall be paid in full, together with all accrued interest
thereon, any unpaid Commitment Fee accrued to the date of cancellation, and all
other amounts owing to the Lender by the Borrowers hereunder with respect to
any Revolving Credit Loans.  In the
event of the permanent reduction of the Revolving Credit Commitment to a level
which is less than the then outstanding principal amount of the Revolving
Credit Note, the Revolving Credit Note shall be prepaid at the time of such
reduction in an amount equal to the then excess of the Revolving Credit Note
over the Revolving Credit Commitment as so reduced.  Accrued interest on the principal amount of the Revolving Credit
Note repaid shall be included in the interest due and payable on the next
Interest Payment Date.


 


2.5          Use of Funds.  Revolving Credit Loans shall be used for the
working capital requirements of the Borrowers and may be used to pay a portion
of the Octagon Purchase Price, including, without limitation, the Settlement
Amount (if any) (as defined in the Octagon Stock Purchase Agreement).


 


2.6          Additional Provisions and
Limitations Relating to Eurodollar Rate Loans.  The additional provisions and limitations
set forth below shall apply with respect to Eurodollar Rate Loans:


 


(a)           In the event the Lender shall incur
any loss, cost or reasonable expense (including, without limitation, any loss,
cost or reasonable expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired or contracted to be acquired
by the Lender to fund or maintain or the relending or reinvesting of such
deposits or other funds or amounts paid or prepaid to the Lender) as a result
(i) of any payment or prepayment of a Eurodollar Rate Loan on a date other than
the last day of the then applicable Interest Period for such Eurodollar Rate
Loan for any reason or (ii) any failure by the Borrowers to borrow funds as a
Eurodollar Rate Loan after they have given a notice of election with respect
thereto for any reason, whether before or after default, and whether or not
such payment is required by any provisions of this Agreement; then, within
three (3) days after receipt of the written demand of the Lender, the Borrowers
shall pay to the Lender such amount as will reimburse the Lender for such loss,
cost or expense.  If the Lender requests
such a reimbursement, it shall provide to the Borrowers at the time of demand a
certificate setting forth the computation of the loss, cost or expense giving
rise to the request for reimbursement in reasonable detail and such certificate
shall be conclusive if reasonably determined, absent manifest error.


 


(b)           If the Lender shall, in good faith,
determine that it is unable to reasonably ascertain the Eurodollar Rate or to
acquire Eurodollar deposits on reasonable terms in an amount sufficient to meet
a request for a Eurodollar Rate Loan, the Lender shall promptly notify the
Borrowers.  In such event, the Borrowers
may request a Variable Rate Loan of like amount without regard to the notice
requirement of Section 2.1 or may cancel such request.


 


(c)           The obligation of the Lender to make
Eurodollar Rate Loans hereunder shall be suspended in the event that any change
in any law or regulation or in any interpretation thereof by any governmental
authority charged with its administration shall, in the sole opinion of the
Lender, make it unlawful for the Lender to comply with its obligation to make
or maintain any Eurodollar Rate Loan hereunder for the duration of such
illegality.  The Lender shall promptly
notify the Borrowers of such suspension, and, if and when, in the sole opinion
of the Lender, such illegality ceases to exist, such suspension shall cease and
the Lender shall promptly notify the Borrowers of the termination of such
suspension.


 


(d)           If the Lender has Eurodollar Rate
Loans outstanding and there shall occur any change in applicable law,
regulation or interpretation (including any request, guideline or policy not
having the force of law by any authority charged with the administration or
interpretation thereof) (i) which change directly affects


 


7

















 


transactions in
Eurodollars, (ii) which involves new or additional taxes, reserves or deposit
requirements in regard to the Eurodollar Rate Loans or changes in the basis of
taxation of payments on such Loans, or (iii) which, if the Eurodollar Rate
Loans made hereunder by the Lender were to have been matched with Eurodollar
deposits corresponding in amounts to such Eurodollar Rate Loans and having
maturity dates which are the same as such Eurodollar Rate Loans regardless of
whether or not such Eurodollar Rate Loans are in fact so matched, increases the
cost to the Lender of making or maintaining the Eurodollar Rate Loans hereunder
or reduces the amount of any payments (whether of principal, interest or
otherwise) receivable by the Lender as to any Eurodollar Rate Loans or requires
the Lender to make any payment on or calculated by reference to the gross
amount of any sum received by it as to such Eurodollar Rate Loans, then where
the amount of any such additional cost, reduction or payment is deemed material
by the Lender:


 


(i)            the Lender shall promptly notify the
Borrowers of the occurrence of such event;


 


(ii)           the Lender shall promptly deliver to
the Borrowers a certificate stating the change which has occurred, together
with the date thereof and the amount of and the manner of calculating the
increased cost on any outstanding Eurodollar Rate Loan; and


 


(iii)          upon receipt of such certificate from
the Lender, the Borrowers shall pay to the Lender on demand the amount or
amounts of such additional cost with respect to such outstanding Eurodollar
Rate Loan as additional compensation hereunder.


 


(e)           The certificate of the Lender
delivered to the Borrowers as to the additional amount payable pursuant to
Section 2.6(d) shall (in the absence of manifest error in the transmission or
calculation) be conclusive evidence of the amount thereof.  The protection of this Section 2.6(e) shall
be available to the Lender regardless of any possible contention of invalidity
or inapplicability of the law, regulation or condition which has been
imposed.  However, if the Borrowers have
made a payment of any additional amounts pursuant to Section 2.6(d) and any
subsequent event occurs which reduces the amount of the increased cost incurred
by the Lender, then the Lender shall promptly refund to the Borrowers an amount
equal to such reduction in the amount of increased cost.


 


(f)            In addition to the other amounts
payable hereunder, the Borrowers shall pay to the Lender such additional
amounts as shall compensate the Lender for increased costs which the Lender, in
its sole discretion, reasonably determines in good faith to be allocable to
Eurodollar Rate Loans.  Additional
amounts payable under this Section 2.6(f) shall be paid by the Borrowers to the
Lender on the maturity of the respective Eurodollar Rate Loans, subject to
receipt by the Borrowers from the Lender of a certificate showing the amount
and certifying as to the correctness thereof.


 


2.7          Letters of Credit.  The Lender has issued, and in the Lender’s
sole discretion may hereafter issue from time to time, certain letters of
credit (the “Letters of Credit”) for the account of one or more of the
Borrowers.  It is the intention of the
Borrowers and the Lender that the Letters of Credit become and shall be a part
of the Revolving Credit Commitment. 
Therefore, upon any draws under the Letters of Credit, the amount of any
such draw shall be treated as a Revolving Credit Loan hereunder and shall be
subject to all of the terms of this Agreement, the Revolving Credit Note and
the other Loan Documents.


 


ARTICLE
3.  TERM LOAN


 


3.1          Term Loan Amount.  The Lender hereby agrees on the terms and
conditions of this Agreement to lend to the Borrowers the maximum sum of
Thirty-One Million Four Hundred Seventy-Nine Thousand One Hundred Sixty-Six
Dollars and 64/100 Cents ($31,479,166.64) (the “Term Loan”).


 


3.2          Term Note.  The Term Loan shall be evidenced by an amended and restated
promissory note of the Borrowers executed by duly authorized officers thereof
(the “Term Note”), which Term Note shall be in the form of Exhibit B
attached hereto with blanks appropriately completed.  The Term Note shall amend and restate, and be in substitution
for, the Second Restated Term Note and shall include the following terms:


 


8

















 


(a)           Term.  The Term Note shall be dated as of the date
of its execution and delivery by the Borrowers and shall be due and payable in
full on or before September 30, 2008.


 


(b)           Variable
Rate Portions. 
The unpaid principal balance of the Term Note, other than the Eurodollar
Rate Portions thereof, shall bear interest (computed on the basis of the actual
number of days elapsed over a Business Year) at a fluctuating rate per annum
equal to the Prime Rate plus the Applicable Margin (as determined in accordance
with Section 2.3(d)(iii), below) (the “Variable Term Rate”).  The portion of the indebtedness evidenced by
the Term Note that bears interest at the Variable Term Rate is referred to
herein as the “Variable Rate Portion.” 
Any change in the interest rate due to a change in the Prime Rate shall
be effective immediately from and after the date of each such change in the
Prime Rate.


 


(c)           Eurodollar
Rate Portions. 
The Borrowers may elect from time to time to have portions of the
principal indebtedness evidenced by the Term Note (each a “Eurodollar Rate
Portion”) bear interest at a rate per annum equal to the Adjusted Eurodollar
Rate plus the Applicable Margin (the “Adjusted Eurodollar Term Rate”) by
providing a request therefor to the Lender not less than three (3) Eurodollar
Banking Days prior to the applicable Effective Date for each such Eurodollar
Rate Portion, which request shall specify: (i) the total amount of the
Eurodollar Rate Portion; (ii) the effective date of the applicable Adjusted
Eurodollar Term Rate (the “Effective Date”), which shall be a Eurodollar
Banking Day, and (iii) the length of the applicable Interest Period.  The Lender shall not later than 11:00 a.m.,
Columbus, Ohio time, two Eurodollar Banking Days prior to the Effective Date
for such Eurodollar Rate Portion, give notice to the Borrowers of the
applicable Adjusted Eurodollar Term Rate (including information as to the
calculation thereof) applicable for the period requested by the Borrowers.  The Borrowers shall not later than 11:00
a.m., Columbus, Ohio time, one (1) Eurodollar Banking Day prior to the


 


9

















 


Effective Date of each
Eurodollar Rate Portion give notice by telephone to the Lender as to whether or
not they wish to elect to have such Eurodollar Rate Portion bear interest at
the applicable Adjusted Eurodollar Term Rate commencing as of the applicable
Effective Date.  In the event the
Borrowers elect not to have such Eurodollar Rate Portion bear interest at the
applicable Adjusted Eurodollar Term Rate or fail to timely deliver such notice
of election, such Eurodollar Rate Portion shall continue to bear interest at
the Variable Term Rate until the Borrowers elect otherwise in accordance with
provisions of this paragraph.  Upon the
expiration of the Interest Period applicable to each Eurodollar Rate Portion,
such Eurodollar Rate Portion shall, unless the Borrowers have otherwise elected
in accordance with the provisions of this paragraph, bear interest at the
Variable Term Rate.  Each Eurodollar
Rate Portion shall be in the initial amount of $1,000,000 or any integral
multiple of $100,000.  Each election to
have a Eurodollar Rate Portion bear interest at the Adjusted Eurodollar Term
Rate shall be recorded by the Lender; provided, however, that the failure of
the Lender to make such recordation shall not limit or otherwise affect the
obligations of the Borrowers under the Term Note.  Each Eurodollar Rate Portion shall bear interest during the
Interest Period selected therefor at a rate per annum equal to the Adjusted
Eurodollar Rate plus the Applicable Margin. 
The Borrowers shall be obligated to pay with respect to each Eurodollar
Rate Portion such additional amounts as shall be determined pursuant to Section
2.4 hereof.


 


(d)           Interest
Payment Dates.


 


(i)            Variable
Rate Portion. 
Interest on the Variable Rate Portion shall be payable monthly on each
Interest Payment Date, commencing on the first Interest Payment Date following
the date of issuance of the Term Note.


 


(ii)           Eurodollar
Rate Portions. 
Interest on each Eurodollar Rate Portion shall be payable (i) with respect
to Eurodollar Rate Portions having an Interest Period of 30, 60 or 90 days, on
the expiration of such Interest Period, and (ii) with respect to Eurodollar
Rate Portions having an Interest Period of 180 or 360 days, on the first day of
each March, June, September and December during such Interest Period and upon
expiration of such Interest Period. 
Interest on all Eurodollar Rate Portions shall be calculated on the
basis of the actual number of days elapsed over a Business Year.


 


(e)           Principal
Payments. 
Principal payments on the Term Note shall be due and payable as
follows:  (i) twelve (12) equal
consecutive monthly installments in the amount of $463,801.36 each shall be due
and payable commencing on November 1, 2003 and continuing on each Interest
Payment Date thereafter to and including October 1, 2004; (ii) twelve
(12) equal consecutive monthly installments in the amount of $492,407.62 each
shall be due and payable commencing on November 1, 2004 and continuing on
each Interest Payment Date thereafter to and including October 1, 2005;
(iii) twelve (12) equal consecutive monthly installments in the amount of
$522,778.24 each shall be due and payable commencing on November 1, 2005
and continuing on each Interest Payment Date thereafter to and including
October 1, 2006; (iv) twelve (12) equal consecutive monthly
installments in the amount of $555,022.06 each shall be due and payable
commencing November 1, 2006 and continuing on each Interest Payment Date
thereafter to and including October 1, 2007; (v) eleven (11) equal
consecutive monthly installments in the amount of $589,254.61 each shall be due
and payable commencing on November 1, 2007 and continuing on each Interest
Payment Date thereafter to and including September 1, 2008; and (vi) one
final payment in the amount of the unpaid principal balance of the Term Note
and accrued, unpaid interest thereon shall be due and payable on
September 30, 2008.


 


3.3          Optional Prepayments.  The outstanding principal balance of the
Term Note may be prepaid in whole or in part at any time, without premium or
penalty, in principal amounts not less than the minimum Eurodollar Rate Portion
for any borrowing under Section 3.2(c) (provided that prepayments of the
Variable Term Rate Portion may be made in the amount of $100,000 or more), or
any larger amount permitted thereunder, by tender of payment and delivery of
written, telegraphic or oral notice of payment to the Lender not later than
1:30 p.m., Columbus, Ohio time, on the Business Day on which such prepayment is
to be made.  Payments received after
1:30 p.m. shall be deemed tendered on the following Business Day.  Any prepayments shall be applied against
scheduled principal payments in the inverse order of their due date.  Interest accrued to the date of payment
shall be due and payable on the next following Interest Payment Date unless the
Term Note is paid in full, in which event, accrued interest shall become due
and payable on the payment date.


 


10

















 


3.4          Additional Provisions and Limitations
Relating to Eurodollar Rate Portions.  The additional provisions and limitations
set forth below shall apply to Eurodollar Rate Portions:


 


(a)           If the Lender shall, in good faith,
determine that it is unable to reasonably ascertain the Adjusted Eurodollar
Term Rate for a particular Eurodollar Rate Portion or to acquire Eurodollar
deposits on reasonable terms in an amount sufficient to meet a request for a
portion of the total indebtedness evidenced by the Term Note to bear interest
at the Adjusted Eurodollar Term Rate, the Lender shall promptly notify the
Borrowers.  In such event, such
Eurodollar Rate Portion shall bear interest at the Variable Term Rate.


 


(b)           The provisions of Sections 2.6(a) and
2.6(c) through (f), inclusive, shall be applicable to each Eurodollar Rate
Portion to the same extent as if such provisions were restated in full in this
Section 3.4(b) with the terms “Eurodollar Rate Loan(s)” and “Variable Rate
Loan” replaced each time they appear therein with the terms “Eurodollar Rate
Portion(s)” and “Variable Rate Portion”, respectively.


 


3.5          Mandatory Prepayments.  If St. Paul pays CMI any amount in excess of
$250,000 pursuant to its indemnification obligations under Article 7 of the
Octagon Stock Purchase Agreement and such payment relates to an indemnification
claim based upon St. Paul’s failure to deliver good title to the Octagon
Shares, free and clear of all claims and encumbrances, or Octagon’s failure to
own and have good title to any asset, free and clear of all claims and
encumbrances, then CMI shall pay such amount to the Lender as a prepayment of
the Term Loan within one (1) Business Day after CMI’s receipt of the same.  Any such payments received after 1:30 p.m.
shall be deemed tendered on the following Business Day.  Any prepayments shall be applied against
scheduled principal payments in the inverse order of their due date.  Interest accrued to the date of payment
shall be due and payable on the next following Interest Payment Date unless the
Term Note is paid in full, in which event accrued interest shall become due and
payable on the payment date.


 


ARTICLE
4.  OCTAGON
INTERIM TERM LOAN


 


4.1          Octagon Interim Term Loan Amount.  In addition to the Term Loan, the Lender
hereby agrees on the terms and conditions of this Agreement to lend to the
Borrowers the maximum sum of Twelve Million Dollars ($12,000,000) (the “Octagon
Interim Term Loan”).


 


4.2          Octagon Interim Term Note.  The Octagon Interim Term Loan shall be
evidenced by a promissory note of the Borrowers executed by duly authorized
officers thereof (the “Octagon Interim Term Note”), which Octagon Interim Term
Note shall be in the form of Exhibit C attached hereto with blanks
appropriately completed.  The Octagon
Interim Term Note shall include the following terms:


 


(a)           Term.  The Octagon Interim Term Note shall be dated
as of the date of its execution and delivery by the Borrowers and shall be due
and payable in full on or before the Octagon Interim Term Loan Maturity Date.


 


(b)           Interest
Rate.  The unpaid
principal balance of the Octagon Interim Term Note shall bear interest
(computed on the basis of the actual number of days elapsed over a Business
Year) at a fluctuating rate per annum equal to the Prime Rate less one-half of
one percent (0.50%).  Any change in the
interest rate due to a change in the Prime Rate shall be effective immediately
from and after the date of each such change in the Prime Rate.


 


(c)           Interest
Payment Dates. 
Interest on the outstanding principal balance of the Octagon Interim
Term Note shall be payable monthly on each Interest Payment Date, commencing on
the first Interest Payment Date following the date of issuance of the Octagon
Interim Term Note.


 


(d)           Principal
Payments. 
Principal payments on the Octagon Interim Term Note shall be due and
payable in one lump sum payment in the amount of the unpaid principal balance
of the Octagon Interim Term Note and accrued, unpaid interest thereon on or
before October 17, 2003 (the “Octagon Interim Term Loan Maturity Date”).


 


11

















 


4.3          Optional Prepayments.  The outstanding principal balance of the
Octagon Interim Term Note may be prepaid in whole or in part at any time,
without premium or penalty, in principal amounts not less than $100,000, or any
larger amount permitted thereunder, by tender of payment and delivery of
written telegraphic or oral notice of payment to the Lender not later than 1:30
p.m., Columbus, Ohio time, on the Business Day on which such prepayment is to
be made.  Payments received after 1:30
p.m. shall be deemed tendered on the following Business Day.  Any prepayments shall be applied against
scheduled principal payments in the inverse order of their due date.  Interest accrued to the date of payment
shall be due and payable on the next following Interest Payment Date unless the
Octagon Interim Term Note is paid in full, in which event, accrued interest
shall become due and payable on the payment date.


 


ARTICLE 5.  FEES,
PAYMENTS, SETOFFS, SECURITY, Default Rate


 


5.1          Fees. 
On the date hereof, the Borrowers shall pay to the Lender an additional
Facility Fee (the “Facility Fee”) in the amount of $80,000.  The Borrowers shall also pay to the Lender
an unused commitment fee (the “Commitment Fee”) based on the daily average
amount of the Revolving Credit Commitment not drawn down in Revolving Credit
Loans (the “Unused Commitment”) for the period beginning with the date hereof
and ending December 31, 2005 or on the sooner cancellation in full of the
Revolving Credit Commitment.  The
Commitment Fee shall be payable quarterly in arrears (i) within ten (10) days
after the last day of March, June, September and December of each year
commencing with the quarter ending on December 31, 2003, and (ii) within
ten (10) days after the date on which the Revolving Credit Commitment is fully
terminated.  The amount of the
Commitment Fee shall be equal to one-half of one percent (0.50%) per annum of
the Unused Commitment (computed on the basis of the actual number of days
elapsed over a Business Year).


 


5.2          Payments.  All payments and prepayments by the Borrowers to be made in
respect of the Commitment Fee or of principal or interest on the Revolving
Credit Note, the Term Note and the Octagon Interim Term Note (collectively, the
“Notes”) shall become due at 1:30 p.m., Columbus, Ohio time on the day when
due, and shall be made to the Lender in federal funds or other immediately
available lawful money of the United States of America.  Whenever any payment to be made hereunder
shall be due other than on a Business Day, such payment shall be made on the
next succeeding Business Day and such extension of time shall in such case be
included in the computation of interest or fees hereunder.


 


5.3          Setoffs.  Upon the occurrence and continuance of any Event of Default, the Lender
shall have the right to set off against all obligations of each Borrower to the
Lender under this Agreement and the Notes, whether matured or unmatured, all
amounts owing to such Borrower by the Lender, whether or not then due and
payable, and all funds or property of such Borrower on deposit with or
otherwise held or in the custody of the Lender for the beneficial account of
such Borrower.  Such funds shall be
charged against accrued interest on and/or principal of the Notes as the Lender
may determine in its discretion.


 


5.4          Security.


 


(a)           Borrower
Security Agreements and Copyright Security Agreements.  As security for the payment of the Notes and
for the performance of, and compliance with all of the terms, covenants,
conditions, stipulations and agreements contained in this Agreement, the Notes
and the other Loan Documents, the Borrowers, by separate Amended and Restated
Borrower Security Agreements each in the form attached hereto as Exhibit D
and incorporated herein by this reference (individually, a “Borrower Security
Agreement” and collectively, the “Borrower Security Agreements”), by separate
Amended and Restated Copyright Security Agreements each in the form attached
hereto as Exhibit E and incorporated herein by this reference
(individually, a “Copyright Security Agreement” and collectively, the
“Copyright Security Agreements”) and by other instruments contemplated thereby,
shall, as provided in the Borrower Security Agreements and the Copyright
Security Agreements, assign and grant to the Lender a first perfected security
interest in all the collateral described in the Borrower Security Agreements
and the Copyright Security Agreements. 
Notwithstanding the foregoing, the Borrower Security Agreement and Copyright
Security Agreement executed by Octagon shall be modified as appropriate to
reflect that such agreements do not amend or restate any prior agreements.


 


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(b)           Stock
Pledge Agreements. 
As security for the payment of the Notes and for the performance of, and
compliance with all of the terms, covenants, conditions, stipulations and
agreements contained in this Agreement, the Notes and the other Loan Documents,
the relevant Borrowers, by separate Stock Pledge Agreements each in the form
attached hereto as Exhibit F and incorporated herein by this reference
(individually, a “Stock Pledge Agreement” and collectively, the “Stock Pledge
Agreements”) and by other instruments contemplated thereby, shall, as provided
in the Stock Pledge Agreements, grant to the Lender a security interest in all
of the shares of capital stock of each of the Company’s Subsidiaries owned by
the respective Borrower (including, without limitation, CMI, CHSI, MNRMI,
CMIMC, CVI, CDSC, Barron Risk and Octagon) and pledge and assign to the Lender
all of the stock certificates evidencing such shares.  Notwithstanding the foregoing, the Stock Pledge Agreement
relating to the Octagon Shares shall be modified as appropriate to reflect that
it does not amend or restate any prior agreement.


 


(c)           Collateral
Assignment of Leasehold Interest.  As security for the payment of the Notes and
for the performance of, and compliance with all of the terms, covenants,
conditions, stipulations and agreements contained in this Agreement, the Notes and
the other Loan Documents, CMI, by an Amended and Restated Collateral Assignment
of Leasehold Interest in the form attached hereto as Exhibit G and
incorporated herein by this reference (the “Assignment of Leasehold Interest”)
and by other instruments contemplated thereby, shall, as provided in the
Assignment of Leasehold Interest assign and grant to the Lender all of CMI’s
right, title and interest in, to and under the Dublin Lease.


 


(d)           Assignments
of Life Insurance Policies.  As security for the payment of the Notes and for the performance
of, and compliance with all of the terms, covenants, conditions, stipulations
and agreements contained in this Agreement, the Notes and the other Loan
Documents, the Company, by separate Assignments of life Insurance Policies in
the form attached hereto as Exhibit H and incorporated herein by this
reference (individually, an “Assignment of Life Insurance Policies” and
collectively, the “Assignments of Life Insurance Policies”) and by other
instruments contemplated thereby, shall, as provided in the Assignments of Life
Insurance Policies, assign, transfer and set over to the Lender the Bossart
Life Insurance Policies and the Wagner Life Insurance Policy.


 


(e)           Unconditional
Guaranty Agreement. 
Payment of the Notes and payment and performance of the Borrowers’
obligations under this Agreement, the Notes and the other Loan Documents shall
be absolutely and unconditionally guaranteed by the Guarantor pursuant to the
provisions of the Amended and Restated Unconditional Guaranty Agreement dated
as of the date hereof executed by the Guarantor (the “Guaranty”), which
Guaranty is incorporated herein by this reference.


 


(f)            Guarantor
Security Agreement. 
As security for the payment of the Notes and for the performance of, and
compliance with all of the terms, covenants, conditions, stipulations and
agreements contained in this Agreement, the Notes and the other Loan Documents,
the Guarantor, by the Amended and Restated Guarantor Security Agreement dated
as of the date hereof between the guarantor and the Lender (the “Guarantor
Security Agreement”), which Guarantor Security Agreement is incorporated herein
by this reference, and by other instruments contemplated thereby, shall, as
provided in the Guarantor Security Agreement, assign and grant to the Lender a
first perfected security interest in all the collateral described in the
Guarantor Security Agreement.


 


(g)           Guarantor
Stock Pledge Agreement. 
As security for its obligations under the Guaranty, the Guarantor, by
the Amended and Restated Stock Pledge Agreement dated as of the date hereof
between the Guarantor and the Lender (the “Guarantor Stock Pledge Agreement”),
which is incorporated herein by this reference, and by other instruments
contemplated thereby, shall, as provided in the Guarantor Stock Pledge
Agreement, grant to the Lender a security interest in all of the shares of
capital stock of the Company owned by the Guarantor and pledge and assign to
the Lender all of the stock certificates evidencing such shares.


 


(h)           Octagon
Investment Property Security Agreement.  As security for the payment of the Notes and
for the performance of, and compliance with all of the terms, covenants,
conditions, stipulations and agreements contained in this Agreement, the Notes
and the other Loan Documents, Octagon, by a certain Investment Property
Security Agreement of even date herewith between Octagon and the Lender (the
“Octagon Investment Property Security Agreement”) and a certain Control
Agreement of even date herewith between


 


13

















 


Banc One Securities Corporation, as securities
intermediary, Octagon and the Lender (the “Octagon Control Agreement”) and by
other instruments contemplated thereby, shall, as provided in the Octagon
Investment Property Security Agreement, assign and grant to the Lender a first
perfected security interest in all the collateral described in the Octagon
Investment Property Security Agreement.


 


5.5          Default Rate.  Overdue principal and, to the extent
permitted by law, overdue interest in respect of any Loan shall bear interest
at a rate equal to the sum of the rate otherwise applicable to such Loan
pursuant to Section 2.3, Section 3.2 or Section 4.2 hereof plus 3% per annum
(the “Default Rate”).  The application
of this paragraph shall not constitute a waiver of any Event of Default or an
agreement by the Lender to permit any later payments whatsoever.


 


ARTICLE 6.  CONDITIONS
OF BORROWING


 


The obligation of the
Lender to make the Loans to the Borrowers provided for hereunder shall be
subject to the following conditions:


 


6.1          Conditions Precedent to the Term Loan,
Octagon Interim Term Note and the Initial Revolving Credit Loan.


 


(a)           Prior to the disbursement of the Term
Loan, Octagon Interim Term Note and the initial Revolving Credit Loan
hereunder, the Borrowers and the Guarantor shall furnish to the Lender the
following, each dated the date required under Section 2.3(a), 3.2(a) or 4.2(a),
as applicable, or such earlier or later date as may be acceptable to the
Lender, and in form and substance satisfactory to the Lender and counsel for
the Lender:


 


(i)            The duly executed Revolving Credit
Note in the form of the attached Exhibit A;


 


(ii)           The duly executed Term Note in the
form of the attached Exhibit B;


 


(iii)          The duly executed Octagon Interim Term
Note in the form of attached Exhibit C;


 


(iv)          The duly executed Borrower Security
Agreements each in the form of the attached Exhibit D, the duly executed
Copyright Security Agreements each in the form of attached Exhibit E,
and the duly executed Octagon Investment Property Security Agreement and
Octagon Control Agreement;


 


(v)           The duly executed Stock Pledge
Agreements each in the form of the attached Exhibit F, together
with the original stock certificates pledged thereby and stock powers with
respect thereto executed in blank;


 


(vi)          The duly executed Assignment of
Leasehold Interest in the form of the attached Exhibit G, together
with a duly executed estoppel certificate from the landlord under the Dublin
Lease in form and substance acceptable to the Lender and its counsel (the
“Landlord Estoppel Certificate”) (provided, however, that the Borrowers shall
be permitted to delay delivery of the Landlord Estoppel Certificate for a
period of up to thirty (30) days after the date hereof);


 


(vii)         The duly executed Assignments of Life
Insurance Policies each in the form of the attached Exhibit H,
together with original copies of the Bossart Life Insurance Policies and the
Wagner Life Insurance Policy or certificates evidencing the same, each in form
and substance satisfactory to the Lender;


 


(viii)        A standard ISDA Master Agreement between
or among certain Borrowers and the Lender pursuant to which the Borrowers shall
enter into an interest rate swap upon terms and conditions acceptable to the Lender
(the “ISDA Master Agreement”) (provided, however, that the parties may elect to
delay the execution of such agreement for a period of up to fifteen (15) days
after the date hereof);


 


(ix)           The duly executed Guaranty, Guarantor
Security Agreement and Guarantor Stock Pledge Agreement;


 


14

















 


(x)            Evidence that the Octagon
Acquisition has been consummated in accordance with the provisions of the
Octagon Stock Purchase Agreement, subject to payment of the initial purchase
price for the Octagon Shares upon disbursement of the Term Loan, the Octagon
Interim Term Loan and the initial Revolving Credit Loan hereunder (if any);


 


(xi)           Copies of the following documents
certified by the president or a vice president of the Company as being true,
correct and complete:


 


(A)          The Octagon Stock Purchase Agreement
(including all schedules and exhibits thereto and all related agreements); and


 


(B)           Such other agreements, documents and
instruments executed and delivered pursuant to or in connection with the
Octagon Acquisition, the Octagon Stock Purchase Agreement or the transactions
contemplated thereby as the Lender may request;


 


(xii)          Certified copies of the resolutions of
the board of directors of each Borrower authorizing the execution, delivery and
performance of its respective obligations under this Agreement, the other Loan
Documents and certified copies of the resolutions of the board of directors of
CMI authorizing the execution, delivery and performance of its obligations under
the Octagon Stock Purchase Agreement;


 


(xiii)         Certificates of the Secretary or an
Assistant Secretary of each Borrower, which shall certify the names of the
officers of each such corporation authorized to sign this Agreement and the
Notes, the other Loan Documents or any other documents or certificates to be
delivered pursuant to this Agreement by such Borrower, as applicable, or any of
its respective officers, together with the true signatures of such
officers.  The Lender may conclusively
rely upon each such certificate until it shall receive a further certificate of
the Secretary or an Assistant Secretary of the applicable corporation canceling
or amending the prior certificate and submitting the signatures of the officers
named in such further certificate;


 


(xiv)        Evidence that the Borrowers have in
effect insurance and endorsements of the character and amount described in
Section 8.7 hereof;


 


(xv)         One or more opinions of counsel to the
Borrowers addressed to the Lender opining as to the matters set forth in Exhibit J
hereto and as to such other matters as the Lender may request and containing
only such qualifications as are acceptable to the Lender and its counsel;


 


(xvi)        Evidence that no material adverse change
shall have occurred with respect to the credit or financial condition of the
Borrowers taken as a whole; and


 


(xvii)       Such other opinions, certificates,
affidavits, documents and filings as the Lender may deem reasonably necessary
or appropriate.


 


(b)           The Lender’s obligation hereunder to
make the Term Loan, the Octagon Interim Term Loan and the initial Revolving
Credit Loan shall be subject to the fulfillment, to the Lender’s satisfaction
prior to the disbursement of such Loans, of the following additional
conditions:


 


(i)            The Octagon Acquisition shall have
been consummated in accordance with the provisions of the Octagon Stock
Purchase Agreement, subject to payment of the initial purchase price for the
Octagon Shares upon disbursement of the Term Loan, the Octagon Interim Term
Loan and the initial Revolving Credit Loan hereunder (if any); and


 


(ii)           Octagon shall have opened and
maintained the Account (as defined in the Octagon Investment Property Security
Agreement) with Banc One Securities Corporation and deposited therein cash and
securities in an amount not less than $12,000,000.


 


6.2          Conditions Precedent to Each of the
Loans.  At the
time of each Revolving Credit Loan after the initial Revolving Credit Loan
hereunder and at the time of making the Term Loan and the Octagon Interim Term
Loan


 


15

















 


hereunder, each of the
Borrowers and the Guarantor shall be in compliance with all of the provisions
and covenants contained in this Agreement and the other Loan Documents with
which it is to comply; there shall exist no Event of Default; no event shall
exist or shall have occurred which with the lapse of time or notice or both
would constitute an Event of Default; and all of the representations and
warranties of the Borrowers and the Guarantor under the Loan Documents shall be
true and correct in all material respects (except for those representations and
warranties that are expressly made as of an earlier date in which case such
representations and warranties shall have been true and correct, in all material
respects, as of such earlier date).


 


ARTICLE 7. 
REPRESENTATIONS AND WARRANTIES


 


The Borrowers and the
Guarantor, jointly and severally, hereby represent and warrant to the Lender,
which representations and warranties shall survive the execution and delivery
of this Agreement and the Notes, as follows.


 


7.1          Organization and Authority.  Each of the Borrowers and the Guarantor is a
corporation duly organized, validly existing and in good standing under the
laws of the state of its incorporation, and has all requisite power and
authority to execute, deliver and perform this Agreement and all of the
documents executed in connection with the Loans and to own and operate its
properties and to carry on its business as now conducted.  CMI has all requisite power and authority to
execute, deliver and perform the Octagon Stock Purchase Agreement.  The execution, delivery and performance of
this Agreement, the Notes and the other Loan Documents have been duly
authorized by the Borrowers and the Guarantor by all necessary corporate
actions; the execution, delivery and performance of the Octagon Stock Purchase
Agreement have been duly authorized by CMI by all necessary corporate actions;
there is no prohibition, either in law, in its certificate of incorporation,
articles of incorporation, bylaws, regulations or other organizational
documents, or in any order, writ, injunction or decree of any court or
arbitrator presently in effect having applicability to any Borrower or SCC that
in any way prohibits or would be violated by the execution and performance of
this Agreement, the Notes, the other Loan Documents or the Octagon Stock
Purchase Agreement in any respect; and this Agreement, the Notes, the other
Loan Documents and the Octagon Stock Purchase Agreement are and will be valid,
binding and enforceable obligations of the Borrowers and the Guarantor, as
applicable, except as enforcement thereof may be limited by bankruptcy,
insolvency or similar laws affecting the enforcement of creditors’ rights
generally and except to the extent enforcement thereof may be limited by the
application of general principles of equity. 
SCC owns beneficially and of record all of the issued and outstanding
shares of capital stock of the Guarantor. 
The Guarantor owns beneficially and of record at least eighty percent
(80%) of the issued and outstanding shares of capital stock of the
Company.  The Company owns beneficially
and of record all of the issued and outstanding shares of capital stock of CMI.  CMI owns beneficially and of record all of the
issued and outstanding shares of capital stock of CHSI, MNRMI, CMIMC, CVI and
Barron Risk.  CVI owns beneficially and
of record all of the issued and outstanding shares of capital stock of CDSC.  As of the date hereof, as a result of the
completion of the Octagon Acquisition, CMI owns or will own beneficially and of
record all of the issued and outstanding shares of capital stock of
Octagon.  Schedule 7.1 attached
hereto contains a complete and correct list of all of the Company’s
Subsidiaries and of the Company’s and its Subsidiaries’ directors and officers,
in each case after giving effect to the consummation of the 2003 Merger and the
Octagon Acquisition.  Upon completion of
the 2003 Merger, SCC will own beneficially and of record at least eighty percent
(80%) of the issued and outstanding shares of capital stock of the Company.


 


7.2          Qualification.  Each of the Borrowers is duly qualified or
licensed and in good standing as a foreign corporation duly authorized to do
business in each jurisdiction in which the character of the properties owned or
leased or the nature of the activities conducted makes such qualification or
licensing necessary and in which the failure to be so qualified would have a
Material Adverse Effect.


 


7.3          Investments; Guarantees; Liabilities.  Except as permitted in Sections 9.1, 9.3,
9.7 and 9.10 hereof, the Borrowers and the Guarantor have made no material
investments (other than investment in themselves) in, material advances to or
guarantees of the obligations of any Person other than guarantees for the
benefit of the Lender.  As of the date
hereof, except for Indebtedness hereunder and the Tax Allocation Agreement and
Indebtedness disclosed in Schedule 9.10 attached hereto, the Borrowers
and the Guarantor do not have any material Liabilities, direct or contingent,
except for (i) Liabilities reflected in the Balance Sheet and/or the
Octagon Balance Sheet, (ii) Liabilities incurred in the ordinary course of
business since June 30, 2003, (iii) Liabilities incurred pursuant to
the Octagon Stock Purchase Agreement or in connection therewith, and
(iv) Liabilities which under GAAP are not required to be reflected or
reserved against in the Borrowers’ financial statements (including the notes
thereto), but none of which could reasonably be expected to have, individually
or in the aggregate, a Material Adverse Effect.


 


16

















 


7.4          Tax Returns and Payments.  Each of the Borrowers and the Guarantor has
filed all tax returns required by law to be filed and has paid all taxes,
assessments and other governmental charges of any material nature, either in
amount or effect, levied upon any of its properties, assets, income or
franchises, other than those not yet delinquent or those being contested in accordance
with Section 8.8 hereof.  The charges,
accruals and reserves on the books of the Borrowers and the Guarantor in
respect to income taxes for all respective fiscal periods are adequate in the
opinion of the Borrowers and the Guarantor, and the Borrowers and the Guarantor
know of no unpaid assessment for additional income taxes for any fiscal period
or of any reasonable basis therefor.


 


7.5          Title to Properties; Liens.  Each of the Borrowers and the Guarantor has
good and marketable title to all of its property and assets, in each case
including, but not limited to, the property and assets reflected as being owned
by it on the Balance Sheet and/or the Octagon Balance Sheet except such as have
been disposed of in the ordinary course of business since June 30, 2003
and all such property and assets are free and clear of mortgages, pledges,
liens, charges or other encumbrances except such as are not prohibited by
Section 9.2 hereof.  Each of the
Borrowers and the Guarantor enjoys peaceful and undisturbed possession under
the Leases and all other leases under which it is lessee which are material to
the conduct of its business and all of the Leases and such other leases are
valid, subsisting and in full force and effect in accordance with their terms.  None of the Leases and such other leases
contains any provision restricting incurrence of Indebtedness by any Borrower
or the Guarantor or any provision which has a Material Adverse Effect or in the
future could reasonably be expected to have a Material Adverse Effect.


 


7.6          Litigation.  There is no court action, other proceeding
or investigation pending or threatened which questions the validity of this
Agreement, the Notes, any of the other Loan Documents or any action taken or to
be taken pursuant thereto or, except as set forth in Schedule 7.6
attached hereto which could reasonably be expected to result, either separately
or in the aggregate, in any materially adverse change in the business,
operations, affairs or condition of the Borrowers, taken as a whole.


 


7.7          Compliance with Law and Other
Instruments.  None
of the Borrowers or the Guarantor is in violation of, and the execution,
delivery and performance of this Agreement, the Notes, the Other Loan Documents
and the Octagon Stock Purchase Agreement does not and will not result in a
violation of nor a conflict with or default under, any agreement, instrument,
judgment, decree, order, statute or governmental rule or regulation applicable
to any Borrower or the Guarantor or by which any of them is bound, which now or
in the future could reasonably be expected to have a Material Adverse Effect.


 


7.8          Financial Statements.


 


(a)           The Company has furnished to the
Lender financial statements of the Company including (i) audited
consolidated balance sheets, audited consolidated statements of income, audited
consolidated statements of changes in stockholders’ equity and audited
consolidated statements of cash flows as at and for the Fiscal Year ended
December 31, 2002, and (ii) unaudited interim financial statements
for the period ending June 30, 2003, including, without limitation, an
unaudited consolidated interim balance sheet of the Company as of June 30,
2003 (the “Balance Sheet”).  Such
financial statements are complete and correct in all material respects and
fairly present the consolidated financial condition of the Company as at such
dates and the results of operations of the Company as at such dates and for the
period ended on such dates.  Since the
date of such statements, no materially adverse change has occurred in the
business, operations, affairs or condition (financial or otherwise) of the
Borrowers, taken as a whole.


 


(b)           The Company has furnished, or caused
to be furnished, to the Lender financial statements of Octagon including (i)
unaudited balance sheets, unaudited statements of income, unaudited statements
of changes in stockholders’ equity and unaudited statements of cash flows as at
and for the fiscal years ended December 31, 2001 and 2002, and
(ii) unaudited interim financial statements for the period ending
June 30, 2003, including, without limitation, an unaudited interim balance
sheet of Octagon as of June 30, 2003 (the “Octagon Balance Sheet”).  Such financial statements are complete and
correct in all material respects and fairly present the financial condition of
Octagon as at such dates and the results of operations of Octagon at such dates
and for the period ended on such dates. 
Since the date of such statements, no materially adverse change has
occurred in the business, operations, affairs or condition (financial or
otherwise) of Octagon.


 


17

















 


7.9          Patents, Trademarks and Copyrights.  Schedule 7.9 hereto lists, as of the
date of this Agreement, all patents, patent applications, trademark and service
mark registrations and applications therefor and copyright registrations and
applications therefor owned or licensed by any Borrower, and all license
agreements for the same entered into by any Borrower.  Each of the Borrowers possesses and has made all filings with the
United States Patent and Trademark Office and appropriate state agencies to
evidence in such Borrower full and complete title to all the patents,
trademarks, service marks, trade names, copyrights and licenses and rights in
respect of the foregoing which are essential to the conduct of its business,
without any known conflict with the rights of others.


 


7.10        No Margin Activity.  Neither any Borrower nor the Guarantor is
engaged in the business of extending or obtaining credit for the purpose of
purchasing or carrying margin stock (within the meaning of Regulation U of the
Board of Governors of the Federal Reserve System, as is now and may from time
to time hereafter be in effect) and no part of the proceeds of any Loan shall
be used to purchase or carry any such margin stock or to extend credit to
others for the purpose of purchasing or carrying any such margin stock or to
reduce or retire any indebtedness incurred for any such purpose.  No part of the proceeds of the Loans
hereunder will be used for any purpose which violates, or which is inconsistent
with, the provisions of Regulations G, T, U or X of the Board of Governors of
the Federal Reserve System.


 


7.11        ERISA. 
Each Plan maintained by a Borrower or the Guarantor and by each ERISA
Affiliate complies with all material applicable requirements of ERISA and of
the Code and with all material applicable rulings and regulations issued under
the provisions of ERISA and the Code setting forth those requirements.  Neither any Borrower, the Guarantor nor any
ERISA Affiliate has engaged in any prohibited transaction (as defined in
Section 406 of ERISA or Section 4975 of the Code) (i) which has not been
corrected within the correction period applicable to it under Section 502(i) of
ERISA or Section 4963(e) of the Code or (ii) for which an exemption has not
been obtained under Section 408 of ERISA or Section 4975 of the Code.  As of the date hereof, neither any Borrower,
the Guarantor nor any ERISA Affiliate is a participant in (i) any Multiemployer
Plan, (ii) any other Plan which is subject to Title IV of ERISA, or (iii) any
money purchase pension plan.


 


7.12        Adverse Contracts; Defaults.  Neither any Borrower nor the Guarantor is a
party to any agreement or instrument or subject to any charter or other corporate
restriction which could reasonably be expected to have a Material Adverse
Effect.  Neither any Borrower nor the
Guarantor is in default in any material respect in the performance, observance
or fulfillment of any of the obligations, covenants or conditions contained in
any agreement or instrument to which it is a party which default could
reasonably be expected to have a Material Adverse Effect.


 


7.13        Environmental Laws.  No release, emission, or discharge into the
environment of hazardous substances, as defined under the Comprehensive
Environmental Response, Compensation and Liability Act, as amended, or
hazardous waste as defined under the Solid Waste Disposal Act, as amended, or
air pollutants as defined under the Clean Air Act, or toxic pollutants as
defined under the Clear Air Act, or the Toxic Substances Control Act, has
occurred or is presently occurring in excess of federally permitted releases or
reportable quantities, or other concentrations, standards or limitations under,
and which would constitute a material violation of, the foregoing laws or under
any other federal, state or local laws or regulations, in connection with any
aspect of the business of the Borrowers or the Guarantor.  Neither any Borrower nor the Guarantor has
any knowledge of any past or existing violations, in any material respect, by
any of them of any environmental laws, ordinances or regulations issued by any
federal, state or local governmental authority.


 


7.14        Disclosure.  None of the information (financial or
otherwise) furnished by or on behalf of the Borrowers or the Guarantor to the
Lender in connection with the negotiation of this Agreement contains any untrue
statement of a material fact or omits to state a material fact necessary to
make the statements contained herein or therein not misleading in the light of
the circumstances under which such statements were made.  All financial projections (if any) delivered
to the Lender in connection herewith have been prepared on the basis of the
assumptions stated therein.  Such
projections represent the Borrowers’ and the Guarantor’s good faith estimate of
the Borrowers’ future financial performance and, while there can be no
assurance that the performance set forth in such projections will approximate
actual performance, such projections are believed by the Borrowers and the
Guarantor to be fair in light of current business conditions.


 


7.15        Insurance.  All of the properties and operations of the
Borrowers of a character usually insured by Persons of established reputation engaged
in the same or similar businesses similarly situated are adequately insured, by


 


18

















 


financially sound and
reputable insurance companies, against loss or damage of the kinds and in
amounts customarily insured against by such Persons and each of the Borrowers
carries, with such insurers in customary amounts, such other insurance,
including public and product liability, as is usually carried by Persons of
established reputation engaged in the same or similar businesses similarly
situated.   The insurance required by
the provisions of Section 8.7 hereof and by the other Loan Documents is in
force and all premiums due and payable in respect thereof have been paid.  The Company is the owner of the Bossart Life
Insurance Policies and the Wagner Life Insurance Policy referred to in the
Assignments of Life Insurance Policies and the Company has given written notice
to the insurers under such policies that the beneficiary thereof cannot be
changed without the prior written consent of the Lender.


 


7.16        Events of Default.  There does not exist any Event of Default or
Default hereunder.


 


7.17        Guarantor Single Purpose.  The Guarantor has, and will continue to have
through the completion of the 2003 Merger, no material assets or material
operations other than (i) assets consisting of, or incidental to shares of
capital stock of the Company, (ii) operations consisting of the
consummation and performance of the transactions contemplated in the Loan
Documents or its direct ownership interest in the Company and indirect
ownership in the other Borrowers and (iii) rights under the Management
Consulting Agreement.


 


7.18        Solvency, Etc. 
Each of the Borrowers, the Guarantor and their
respective Subsidiaries is solvent on a going concern basis as of the date of
this Agreement and shall not become insolvent as a result of the consummation
of the transactions contemplated by the Octagon Stock Purchase Agreement, this
Agreement or the other Transaction Documents. 
Each of the Borrowers, the Guarantor and their respective Subsidiaries
is, and after giving effect to the transactions contemplated by the Octagon
Stock Purchase Agreement, this Agreement and the other Transaction Documents
shall be, able to pay their debts as they become due, and the property of each
Borrower, the Guarantor and their respective Subsidiaries now has, and after
giving effect to the transactions contemplated by the Octagon Stock Purchase
Agreement, this Agreement and the other Transaction Documents shall have, a
fair salable value (on a going concern basis) greater than the amounts required
to pay its debts (including a reasonable estimate of the amount of all
contingent liabilities).  Each of the
Borrowers, the Guarantor and their respective Subsidiaries has adequate capital
to carry on its business, and after giving effect to the transactions
contemplated by the Octagon Stock Purchase Agreement, this Agreement and the
other Transaction Documents, each of the Borrowers, the Guarantor and their
Subsidiaries shall have adequate capital to conduct their business.  No transfer of property is being made and no
obligation is being incurred in connection with the transactions contemplated
by this Agreement with the intent to hinder, delay or defraud either present or
future creditors of the Borrowers, the Guarantor or any of their respective
Subsidiaries.


 


7.19        [Reserved].


 


7.20        Octagon Stock Purchase Agreement.  Each of the
representations and warranties of CMI in the Octagon Stock Purchase Agreement
are true and correct in all material respects, in each case regardless of any
limitation on survival set forth therein.


 


7.21        Certain Assurances.  CHSI is certified by the State of Ohio Bureau
of Workers’ Compensation (the “OBWC”) and similar agencies in other states
where the Borrowers conduct business, and such certifications are in full force
and effect.  The OBWC Contracts are in
full force and effect and neither the Company nor any of the other Borrowers
have received any indications, whether written or oral, of alleged breaches of,
or OBWC’s intent to terminate, or not to renew, either such contract.  CHSI has not been notified that it is “at
capacity” under either OBWC Contract by the OBWC, nor has CHSI received
indications that the OBWC is intending, in any way, to limit, in any material
manner, CHSI’s ability to accept new enrollments under either OBWC
Contract.  The Borrowers are not aware
of any changes or potential changes to the system of workers’ compensation or
unemployment insurance or the Ohio Health Partnership Plan or the Qualified
Health Plan (each as defined in the HPI Merger Agreement) that would have a
Material Adverse Effect.  The foregoing
representations and warranties under this Section 7.21 are given as of the date
hereof.  The consummation of the transactions
contemplated by the HPI Merger Agreement did not constitute a “change in the
MCO organizational structure or business operations”, as set forth in the OBWC
Contracts.


 


ARTICLE 8.  AFFIRMATIVE
COVENANTS


 


Until payment in full of
the Notes and performance of all other obligations of the Borrowers and the
Guarantor hereunder:


 


19

















 


8.1          Bank Deposits.  Each of the Borrowers and the Guarantor
covenants that the Lender shall be the principal bank of account and primary
depository for each of the Borrowers and the Guarantor.


 


8.2          Financial Statements and Reports of the
Company.


 


(a)           Not later than thirty (30) days
following the end of each calendar month after the date hereof, the Company
shall furnish to the Lender the following items in form and substance
satisfactory to the Lender:


 


(i)            An unaudited consolidated and
unaudited consolidating income statement (including unaudited consolidating
income statements for CMI and CHSI) for the month and Fiscal Year to date and
(subject to normal year-end adjustments) copies of the statements for the same
periods of the previous year;


 


(ii)           An unaudited consolidated and
unaudited consolidating balance sheet as of the end of such month and a copy of
such statement as of the end of such month in the previous year; and


 


(iii)          A certificate from the chief financial
officer or treasurer of the Company (A) stating, on behalf of the Company,
that:  (I) the financial statements are
complete and correct in all material respects and fairly represent the
financial position of the Company as of their respective dates and the
consolidated results of the Company’s operations for the periods then ended
(subject to normal year-end adjustments); (II) each Borrower has complied with
and is then in compliance, in all material respects, with all terms and
covenants of this Agreement (or, if there is any non-compliance, giving the
details thereof); and (III) there exists no Default or Event of Default
(or, if a Default or Event of Default exists, giving the details thereof); and
(B) setting forth in a detailed computation in a form reasonably satisfactory
to the Lender the financial status of the Company (as the end of, or, in the
case of incurrence tests, during such accounting period) in respect of the
restrictions contained in Section 9.11 and Sections 9.13 through 9.16,
inclusive; provided, however, that the financial covenants set forth in
Sections 9.11, 9.14, 9.15 and 9.16 hereof only need to be calculated in such
certificate quarterly and the financial covenant in Section 9.13 hereof only
needs to be calculated in such certificate annually.


 


(b)           Each of the Borrowers shall promptly
upon their becoming available, furnish to the Lender one copy of (i) each
financial statement, report, notice or proxy statement sent by any Borrower to
its stockholders (in their capacity as stockholders) generally, and
(ii) each report, each registration statement and each prospectus and all
amendments thereto filed by any Borrower with the Securities and Exchange
Commission and of all press releases and other statements made available
generally by any Borrower to the public concerning developments that are
material.


 


(c)           Not later than one hundred twenty
(120) days following the end of each Fiscal Year after the date hereof, the
Company shall furnish to the Lender a detailed schedule, in form and substance
satisfactory to the Lender, calculating the Tax Agreement Payments for such
Fiscal Year.  Such schedule shall be prepared
by the independent accounting firm auditing the Company’s consolidated
financial statements; provided, however, that the Lender shall have the right
to engage another national accounting firm to review such schedule and to
determine the final Tax Agreement Payments for each Fiscal Year.  In such event, the reasonable fees and
expenses of such other accounting firm shall be paid by the Borrowers.  Upon the Lender’s request from time to time,
the Borrowers shall promptly provide the Lender and its accounting firm with
such further information and documents as the Lender or such accounting firm
shall reasonably request for purposes of reviewing the schedule(s) prepared by
the Company’s accounting firm and determining the Tax Agreement Payments for
any Fiscal Year.


 


(d)           In addition, within thirty (30) days
following the end of each calendar month and forty-five (45) days following the
end of each quarter of each Fiscal Year, the Company shall furnish to the
Lender a certificate from the chief financial officer or treasurer of the
Company setting forth, on behalf of the Company, a detailed computation, in a
form satisfactory to the Lender, of the Company’s EBITA for the previous month
or quarter, as applicable.


 


8.3          Financial Statements of the Guarantor.  Prior to the completion of the 2003 Merger,
the Guarantor shall promptly furnish to the Lender such financial statements of
the Guarantor as the Lender may reasonably request from time to time including,
without limitation, all financial statements that the Guarantor would have had
to deliver under Sections 6.3 and 6.5 of the Original Loan Agreement if it had
not been amended and restated by this Agreement.


 


20

















 


8.4          Unaudited Financial Statements of
the Company.


 


(a)           Not later than ninety (90) days following
the end of each Fiscal Year of the Company, beginning with the Fiscal Year
ended December 31, 2003, the Company shall furnish to the Lender, in form
and substance satisfactory to the Lender, complete unaudited consolidating and
unaudited consolidated financial statements for the Company (including
unaudited consolidating statements of income for CMI and CHSI) for such Fiscal
Year; provided, however, that if an Event of Default occurs in any Fiscal Year
that the Lender considers to be material, then upon the written request of the
Lender received within ten (10) days after the end of such Fiscal Year, such
consolidated (but not consolidating) financial statements shall be audited and
certified by Ernst & Young LLP or another independent certified public
accountant acceptable to the Lender, with an unqualified opinion, accompanied
by a certificate from such accountant, certifying that in examining the
Company’s books and records for such period, such accountant has obtained no
knowledge of breaches of Section 9.11 or Sections 9.13 through 9.17, inclusive.


 


(b)           Each of the financial statements
delivered under this Section 8.4 shall be accompanied by a certificate of the
chief financial officer or treasurer of the Company stating, on behalf of the
Borrowers, that except as disclosed in the certificate such officer has no
knowledge of a Default or an Event of Default hereunder and setting forth in a
detailed computation in form satisfactory to the Lender the financial status of
the Company (at the end of, or, in the case of incurrence tests, during such
accounting period) in respect of the restrictions contained in Section 9.11 and
Sections 9.13 through 9.17, inclusive.


 


8.5          [Reserved]


 


8.6          Inspection.  Upon
request of the Lender and upon reasonable prior notice (provided, however, that
no such notice shall be required if an Event of Default shall have occurred and
be continuing), each of the Borrowers and the Guarantor shall make available
for inspection by representatives of the Lender any of its books and records
and shall furnish to the Lender information regarding its business affairs and
financial condition within a reasonable time after receipt of written request
therefor.


 


8.7          Insurance.


 


(a)           Each of the Borrowers and the
Guarantor shall insure and maintain hazard and other insurance upon all of its
assets and business properties and liability insurance with responsible and
reputable insurers of such character and in such amounts as are usually
maintained by companies engaged in like business.  All insurance policies shall be written for the benefit of the
Borrowers and the Guarantor, as applicable, and the Lender as their interests
may appear and shall contain a provision requiring the insurance company to
provide the Lender not less than thirty (30) days’ written notice prior to
cancellation of any such policy.  All
insurance policies or certificates evidencing the same shall be furnished to
the Lender.


 


(b)           Without limiting the foregoing
provisions of this Section 8.7, the Borrowers shall maintain the following
insurance coverages:


 


(i)            the Borrowers shall maintain all
risk property insurance against direct physical loss or damage on an all risks
basis, including windstorm and hurricane and comprehensive boiler and machinery
coverage, subject to a maximum deductible of $50,000.  The property shall be insured for the full replacement cost and
such policy shall contain an agreed amount endorsement waiving any coinsurance
penalty;


 


(ii)           at all times on and after the date
hereof, as an extension of the coverage required under Section 8.7(b)(i), the
Borrowers shall maintain business interruption insurance with a minimum period
of indemnity of six (6) months, subject to a maximum five-day waiting period or
$50,000 deductible and shall contain an agreed amount endorsement waiving any
coinsurance penalty;


 


(iii)          the Borrowers shall maintain
commercial general liability insurance written on an occurrence basis with a
limit of not less than $1,000,000 for each occurrence and $3,000,000 in the


 


21

















 


aggregate.  Such coverage shall include, but not be
limited to, premises/operations, blanket contractual liability, independent
contracts, broad form products and completed operations, personal injury, fire,
legal liability and employee benefits liability;


 


(iv)          the Borrowers shall maintain errors
and omissions insurance with a limit of not less than $5,000,000 in the
aggregate;


 


(v)           the Borrowers shall maintain workers’
compensation insurance in accordance with statutory provisions covering
accidental injury, illness or death of an employee of any Borrower while at
work or in the scope of his or her employment with the Borrowers and employer’s
liability insurance in an amount not less than $500,000; and


 


(vi)          the Borrowers shall maintain
automobile liability insurance covering owned, non-owned, leased, hired or
borrowed vehicles against bodily injury or property damage.  Such coverage shall have a limit of not less
than $1,000,000.


 


8.8          Payment of Taxes and Claims.  Each of the Borrowers and the Guarantor
shall pay all taxes, assessments and other governmental charges imposed upon
its properties or assets or in respect of its franchises, business, income or
profits before any penalty or interest accrues thereon, and all claims (including,
without limitation, claims for labor, services, materials and supplies) for
sums which have become due and payable and which by law have or might become a
lien or charge upon any of its properties or assets, provided that (unless any
material item of property would be lost, forfeited or materially damaged as a
result thereof) no such charge or claim need be paid if the amount,
applicability or validity thereof is currently being contested in good faith
and if such reserve or other appropriate provision, if any, as shall be
required by GAAP shall have been made therefor.


 


8.9          Compliance with Laws.  Each of the Borrowers and the Guarantor
shall comply in all substantial respects with all applicable statutes, laws,
ordinances and governmental rules, regulations and orders (including, without
limitation, those promulgated by or relating to the OBWC system or the workers’
compensation system in other states in which any Borrower does business) to
which it is subject or which are applicable to its business, properties and
assets if noncompliance therewith would materially adversely affect such
business, including, but not limited to, all applicable federal, state,
regional, county or local laws, statutes, rules, regulations or ordinances
concerning public health, safety or the environment; provided that (unless such
contest or noncompliance would materially adversely affect such business) such
Borrower need not so comply if any such statute, law, ordinance, or
governmental rule, regulation or order is currently being contested in good
faith.


 


8.10        ERISA.  Each of the Borrowers and the Guarantor shall furnish to
Lender:  (a) promptly and in any
event within thirty (30) days after such Borrower or the Guarantor, as applicable,
knows or has reason to know of the occurrence of a Reportable Event with
respect to a Plan with regard to which notice must be provided to the PBGC, a
copy of such materials required to be filed with the PBGC with respect to such
Reportable Event and in each such case a statement of the chief financial
officer of such Borrower or the Guarantor, as applicable, setting forth details
as to such Reportable Event and the action which such Borrower or the
Guarantor, as applicable, proposes to take with respect thereto;
(b) promptly and in any event within thirty (30) days after such Borrower
or the Guarantor, as applicable, knows or has reason to know of any condition
existing with respect to a Plan which presents a material risk of termination
of the Plan, imposition of an excise tax, requirement to provide security to
the Plan or incurrence of other liability by such Borrower or the Guarantor, as
applicable, or any ERISA Affiliate a statement of the chief financial officer
of such Borrower or the Guarantor, as applicable, or such ERISA Affiliate
describing such condition; (c) at least thirty (30) days prior to the
filing by any plan administrator of a Plan of a notice of intent to terminate
such Plan, a copy of such notice; (d) promptly and in no event more than
10 days after the filing thereof with the Secretary of the Treasury, a copy of
any application by such Borrower or the Guarantor, as applicable, or an ERISA
Affiliate for a waiver of the minimum funding standard under section 412 of the
Code; (e) upon request, and in no event more than thirty (30) days after
the request therefore, copies of each annual report which is filed on Form 5500
together with certified financial statements for the Plan (if any) as of the
end of such year and actuarial statements on Schedule B to such form 5500; (f) promptly
and in any event within thirty (30) days after it knows or has reason to know
of any event or condition which might reasonably be expected to constitute
grounds under section 4042 of ERISA for the termination of, or the appointment
of a trustee to administer, any Plan, a statement of the chief financial
officer of such Borrower or the Guarantor, as applicable, describing such event
or condition; (g) promptly and in no event more than thirty (30) days
after receipt


 


22

















 


thereof by such Borrower
or the Guarantor, as applicable, or any ERISA Affiliate, a copy of each notice
received by such Borrower or the Guarantor, as applicable, or an ERISA
Affiliate concerning the imposition of any withdrawal liability under section
4202 of ERISA; and (h) promptly after receipt thereof a copy of any notice
such Borrower or the Guarantor, as applicable, or any ERISA Affiliate may
receive from the PBGC or the Internal Revenue Service with respect to any Plan
or Multiemployer Plan; provided, however, that this subsection (h) shall not
apply to notices of general application promulgated by the PBGC or the Internal
Revenue Service.


 


8.11        Preservation of Corporate Existence.  Each of the Borrowers and the Guarantor
shall preserve and maintain and cause each of its subsidiaries to preserve and
maintain its corporate existence (except pursuant to a merger permitted by
Section 9.4 below), rights, franchises and privileges in the jurisdiction of
its incorporation or in any other jurisdiction it shall select, and qualify and
remain qualified as a foreign corporation in each jurisdiction in which such
qualification is necessary in view of its business and operations or the
ownership of its properties.


 


8.12        Maintenance of Tangible Assets.  Each of the Borrowers and the Guarantor
shall maintain its tangible assets in good condition and repair and shall not
permit any action or omission which might materially impair the value thereof,
normal wear and tear excepted.


 


8.13        Notices of Certain Events.  Each of the Borrowers and the Guarantor
shall promptly after it becomes aware thereof give notice to the Lender of:


 


(a)           Any Default or Event of Default;


 


(b)           Any default or event of default under
any contractual obligation of such Borrower that would have a Material Adverse
Effect; and


 


(c)           Any materially adverse change in the
business, operations, affairs or condition (financial or otherwise) of such
Borrower or the Guarantor, as applicable.


 


Each notice pursuant to
this Section 8.13 shall be accompanied by a statement of the chief executive
officer or chief financial officer of the respective Borrower or the Guarantor,
as applicable, setting forth details of the occurrence referred to therein and
stating what action the respective Borrower or the Guarantor, as applicable,
proposes to take with respect thereto.


 


8.14        Records and Books of Account.  Each of the Borrowers and the Guarantor
shall keep adequate records and books of account in which complete entries will
be made in accordance with GAAP, reflecting all financial transactions required
by GAAP to be so reflected.


 


8.15        Performance of Contracts.  Each of the Borrowers and the Guarantor
shall perform and comply, in all material respects, with, in accordance with
their terms, all provisions of each and every contract, agreement or instrument
now or hereafter binding upon it, except to the extent that it shall contest
the provisions thereof in good faith and by proper proceedings or the failure
to perform could not reasonably be expected to have a Material Adverse Effect.


 


8.16        Notice of Material Litigation.  Each of the Borrowers and the Guarantor
shall promptly notify the Lender in writing of any litigation, arbitration
proceeding or administrative investigation, inquiry or other proceeding to
which it may hereafter become a party which could reasonably be expected to
have a Material Adverse Effect and which may involve any risk of any judgment
or liability not fully covered by insurance or which may otherwise result in
any materially adverse change in the business, operations, affairs or condition
(financial or otherwise) of such Borrower or Guarantor or which may impair, in
any material respect, the ability of such Borrower or Guarantor to perform its
obligations under this Agreement, the Notes or the other Loan Documents.


 


8.17        Use of Proceeds.  The Borrowers shall use the proceeds of the
Revolving Credit Loans as provided in Section 2.5 hereof, and the Company shall
use the proceeds of the Term Loan and the Octagon Interim Term Loan solely for
purposes of repaying Revolving Credit Loans and/or the Prior Term Loan and/or
paying the Octagon Purchase Price in accordance with the terms of the Octagon
Stock Purchase Agreement.  Such uses
shall be consistent with all applicable laws.


 


23

















 


8.18        Ownership and Control of Borrowers and
Guarantor.


 


(a)           The Company shall, at all times after
the date hereof, have, direct or indirect, beneficial and legal ownership of,
and the right and power to control the voting and transfer of, and the exercise
of all other rights attributable to, all of the voting equity securities (and
securities convertible into, or granting rights to acquire, voting equity
securities) of each of the other Borrowers.


 


(b)           The Guarantor shall, at all times
after the date hereof through the completion of the 2003 Merger, have direct
beneficial and legal ownership, and the right and power to control the voting
and transfer of, and exercise of all other rights attributable to, not less than
a majority of the voting equity securities (and securities convertible into, or
granting rights to acquire, voting equity securities) of the Company.


 


(c)           The senior management and key
employees of the Company or of one or more of the other Borrowers shall own at
least twenty percent (20%) of the total issued and outstanding shares of
common stock of the Company on a fully diluted basis during the period from and
after the consummation of the Octagon Acquisition through the second
anniversary thereof; and, thereafter, such ownership interest of such senior
management and key employees of the Company or of the other Borrowers shall be
diluted only upon not less than ten (10) days’ prior written notice to the
Lender and after satisfaction of such conditions as the Lender shall reasonably
establish from time to time; provided, however, that each such member of the
Company’s senior management and key employees may (before or after such second
anniversary) transfer, without the Lender’s consent, his or her shares of the
Company’s stock to members of his or her immediate family or to trusts for
their benefit or by will or operation of law and the shares so transferred
shall be included for purposes of meeting the above requirements provided that
they are not further transferred to any person other than those permitted in
this sentence.  The 2003 Merger shall
not alter the aggregate percentage ownership in the Company of such senior
management and key employees.


 


8.19        2003
Merger.  Within thirty (30) days
after the date hereof, the Guarantor and the Company shall cause the Guarantor
to be merged with and into the Company, upon terms and conditions approved in
advance by the Lender in writing (the “2003 Merger”).  The Guarantor and the Company shall promptly thereafter deliver
to the Lender copies of all of the agreements, documents and instruments
evidencing and effecting the 2003 Merger.


 


8.20        [Reserved]    


 


8.21        Compliance with the Octagon Stock Purchase
Agreement.  The
Company shall enforce its material rights and remedies as set forth in the
Octagon Stock Purchase Agreement, the agreements contemplated thereby and the
Transaction Documents.  If requested by
the Lender, each of the Borrowers and their respective Subsidiaries shall
obtain and promptly furnish to the Lender evidence of all governmental
approvals as may be required to enable the Company and its Subsidiaries to
comply with the Company’s obligations under the Octagon Stock Purchase
Agreement and the agreements, documents and instruments related thereto and to
continue in business as conducted on the date hereof without materials
interruption or interference.


 


8.22        Compliance with the OBWC.  Each of the Borrowers and the Guarantor
shall comply with all material obligations, standards and requirements of all contracts
with the OBWC or any applicable governmental agency performing a similar
function in any other jurisdiction in which any Borrower operates.


 


8.23        St. Paul Information.  At the request of the Lender, the Borrowers
shall promptly deliver to the Lender copies of any statements, reports,
certificates and any other information delivered by any Borrower or their
respective Affiliates to St. Paul or the equityholders of any Borrower.  In addition, the Borrowers shall keep the
Lender informed on a timely basis as to all developments and communications
with St. Paul regarding the determination of the Settlement Amount in
accordance with Section 2.2 of the Octagon Stock Purchase Agreement.  The Borrowers shall promptly provide the
Lender with copies of all written correspondence between St. Paul and any
Borrower or Affiliate thereof relating to the same, together with copies of the
Proposed Balance Sheet, Final Balance Sheet and Independent Accountant’s
Statement (if any) (as such terms are defined in Section 2.2 of the Octagon
Stock Purchase Agreement).


 


8.24        Key Man Life Insurance Policies.  The Borrowers shall cause the Bossart Life
Insurance Policies and the Wagner Life Insurance Policy to be maintained (each
in form and substance acceptable to the Lender) in full


 


24

















 


force and effect at all
times.  Within ninety (90) days after
the end of each Fiscal Year, the Company shall deliver to the Lender a
certificate of the chief executive officer or chief financial officer of the
Company stating, on behalf of the Company, that all premiums due and owing have
been paid with respect to the Bossart Life Insurance Policies and the Wagner
Life Insurance Policy and that such policies are in full force and effect.


 


8.25        Government Regulation.  No Borrower shall (a) be or become
subject at any time to any law, regulation or list of any government agency
(including, without limitation, the U.S. Office of Foreign Asset Control list)
that prohibits or limits the Lender from making any advance or extension of
credit to any Borrower or from otherwise conducting business with any Borrower,
or (b) fail to provide documentary and other evidence of such Borrower’s
identity as may be requested by the Lender at any time to enable the Lender to
verify such Borrower’s identity or to comply with any applicable law or
regulation, including, without limitation, Section 326 of the USA Patriot Act
of 2001, 31 U.S.C. Section 5318.


 


ARTICLE 9.  NEGATIVE
COVENANTS


 


Until payment in full of
the Notes and the performance of all other obligations of the Borrowers and the
Guarantor hereunder, without the prior written consent of the Lender:


 


9.1          Indebtedness. 
Each of the Borrowers and the Guarantor shall not, nor shall any of them
permit any of their respective Subsidiaries to, create, incur, assume or suffer
to exist any Indebtedness, except for: 
(i) Indebtedness to the Lender; (ii) the Indebtedness incurred
and owed under that certain Asset Purchase Agreement dated May 12, 1999
between CHSI and Community Health Insurance Company (the “Anthem
Indebtedness”); (iii) capitalized lease obligations and purchase money
Indebtedness reflected on the Balance Sheet and/or the Octagon Balance Sheet or
in historical financial statements heretofore provided to the Lender;
(iv) other capitalized lease obligations and purchase money Indebtedness
incurred in any Fiscal Year commencing after the date hereof up to an aggregate
amount of $350,000 per Fiscal Year; (v) inter-company Indebtedness between
or among one or more of the Borrowers; (vi) Indebtedness under the Tax
Allocation Agreement; (vii) Indebtedness under the Deferred Compensation
Plan and accrued incentive compensation expenses; and (viii) trade
liabilities and accrued expenses incurred in the ordinary course of
business.  Except as otherwise provided,
all Indebtedness permitted to be created, incurred, assumed or suffered by the
Borrowers and the Guarantor, as applicable, pursuant to this Section shall be
considered (but without duplication) Indebtedness of the Borrowers and the
Guarantor, as applicable.


 


9.2          Liens and Other Encumbrances.  Neither any Borrower nor the Guarantor shall
create, incur, assume or suffer to exist any security interest, mortgage,
pledge, lien or other encumbrance of any nature whatsoever on any of its
property or assets whether now owned or hereafter acquired, except:
(i) liens securing the payment of taxes and other governmental charges,
either not yet due or the validity of which is being contested in good faith by
appropriate proceedings (so long as no material item of property would be lost,
forfeited or materially damaged as a result thereof), and as to which it shall,
as appropriate under GAAP, have set aside on its books and records adequate
reserves; (ii) deposits under workers’ compensation, unemployment
insurance, social security and other similar laws or to secure the performance
of bonds, tenders or contracts (other than for the repayment of purchase price
indebtedness or borrowed money) or to secure statutory obligations or surety or
appeal bonds, or to secure indemnity, performance or other similar bonds, all
in the ordinary course of business; (iii) liens and security interests in
favor of the Lender; (iv) zoning restrictions, easements, licenses,
covenants and other restrictions affecting the use of real property, so long as
its use of, or the value of, its property subject thereto is not impaired, in
any material respect, thereby; and (v) liens securing purchase money
Indebtedness and capital leases referred to in clauses (iii) or (iv) under
Section 9.1, above provided that such liens are limited to the specific
property purchased or leased and the proceeds thereof.  All of the foregoing liens are hereinafter
referred to as “Permitted Liens.”


 


9.3          Guaranties and Other Contingent
Liabilities. 
Neither any Borrower nor the Guarantor shall become an indemnitor,
guarantor or surety or otherwise become liable for any of the obligations or
liabilities of any Person, other than (i) the Guarantor’s obligations
under the Guaranty, this Agreement and the other Loan Documents and
(ii) the guaranty by a Borrower or the Guarantor of the liabilities and
obligations of other Borrowers.


 


9.4          Fundamental Changes.  Neither any Borrower nor the Guarantor shall
(i) enter into any transaction of merger or consolidation or amalgamation
(other than the 2003 Merger), (ii) liquidate, wind-up or dissolve itself
(or suffer any liquidation or dissolution), (iii) convey, sell, lease,
transfer or otherwise dispose of, in one transaction or a series of


 


25

















 


transactions, all or any
substantial part of its business or assets, whether now owned or hereafter
acquired, (iv) acquire by purchase or otherwise all or substantially all
of the business or assets of, or stock or other evidence of beneficial
ownership of, any Person (other than as part of the Octagon Acquisition), or
(v) make any material change in the nature of its business or in the
methods by which it conducts business; provided, however, that any Borrower
may, without the consent of the Lender, enter into solely with one or more
other Borrowers any transaction of the types described in clauses (i), (iii) or
(iv), above, provided that all of the Borrowers that are a party to any such
transaction have a positive net worth as determined in accordance with GAAP.


 


9.5          Creation of Subsidiaries.  Neither any Borrower nor the Guarantor shall
create or acquire any additional Subsidiaries without the prior written consent
of the Lender, which consent shall not be unreasonably withheld.


 


9.6          Loans or Advances.  Neither any Borrower nor the Guarantor shall
make loans or advances to any Person (including any Subsidiary of a Borrower or
the Guarantor) other than another Borrower or the Guarantor, except in the
ordinary course of their respective businesses.


 


9.7          Investments.  Neither any Borrower nor the Guarantor shall
acquire or purchase the securities of any Person other than another Borrower;
provided, however, that the Borrowers and the Guarantor may purchase:  (i) U.S. government securities directly
or pursuant to repurchase agreements with (A) Affiliates of Banc One
Corporation or (B) other domestic banks having capital and surplus of at
least $100,000,000; (ii) certificates of deposit of (A) Affiliates of
Banc One Corporation or (B) other domestic banks having a capital and
surplus of at least $100,000,000; and (iii) commercial paper rated A-1 or
P-1 or an equivalent by Moody’s Investors Services, Inc. or Standard &
Poor’s Corporation, both of New York, New York, or their successors if all of
such investments have a maturity of one year or less.


 


9.8          Sale and Leaseback.  Neither any Borrower nor the Guarantor shall
enter into any agreement with any lender or investor providing for the leasing
of (i) real or personal property which has been or is to be sold or
transferred by any Borrower or the Guarantor to such lender or investor or
(ii) other real or personal property intended to be used for substantially
the same purpose as the property sold or transferred by any Borrower or the
Guarantor.


 


9.9          Disposition of Assets.  Neither any Borrower nor the Guarantor shall
dispose of any of its assets in any transaction or series or transactions other
than those disposed of in the ordinary course of business and except in connection
with the replacement of assets sold by like assets.


 


9.10        Transactions with Affiliates.  Except for the execution, delivery and
performance by the applicable parties of the Tax Allocation Agreement and each
of the agreements listed on Schedule 9.10 attached hereto, neither any
Borrower nor the Guarantor shall: 
(i) enter into any transaction, including without limitation, the
purchase, sale or exchange of property or the rendering of any services, with any
Affiliate or any officer or director thereof, enter into, assume or suffer to
exist any employment or consulting contract with any such Affiliate, except any
transaction or contract which is in the ordinary course of its business and
which is upon fair and reasonable terms no less favorable to it than it would
obtain in a comparable arms-length transaction; (ii) make any advance or
loan to any Affiliate or any director or officer thereof or to any trust of
which any of the foregoing is a beneficiary, or to any Person on the guaranty
of any of the foregoing; or (iii) pay any fees or expenses to, or
reimburse or assume any obligation for the reimbursement of any expenses
incurred by, any Affiliate or any officer or director thereof except as may be
permitted in accordance with the preceding clauses of this Section or the other
Sections of this Agreement and except for the reimbursement of reasonable
expenses incurred in connection with the provision of services by an officer,
director or employee of any Borrower to such entity, including expenses for travel,
entertainment and similar items, in accordance with the reimbursement policies
of such Borrower.


 


9.11        [Reserved].


 


9.12        Sale of Accounts.  Neither any Borrower nor the Guarantor shall
sell, assign or exchange any of its Accounts or notes receivable with or
without recourse.


 


26

















 


9.13        Capital Expenditures.  The Company shall not purchase, on a
consolidated basis, fixed or capital assets in an amount in excess of the
amount listed in column (b) of this Section during the period listed opposite
such amount in column (a) of this Section:


 


	
  (a)

  Period

  	
   

  	
  (b)

  Amount

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From January 1,
  2003 through December 31, 2003

  	
   

  	
  $

  	
  1,500,000

  	
   

  
	
  In Each Fiscal
  Year Thereafter

  	
   

  	
  $

  	
  2,000,000

  	
   

  



 


9.14        [Reserved].


 


9.15        Minimum Fixed Charge Coverage Ratio.  The Company shall not
permit its Fixed Charge Coverage Ratio based upon the most recent four fiscal
quarters on a rolling basis to be less than 1.20 to 1.00 at September 30,
2004 or at the end of any fiscal quarter ending thereafter.  In addition, the Company shall not permit
its Fixed Charge Coverage Ratio based upon the quarter ending December 31,
2003, the two quarters ending March 31, 2004 or the three quarters ending
June 30, 2004 to be less than 1.20 to 1.00 at December 31, 2003,
March 31, 2004 or June 30, 2004, as applicable.


 


9.16        Ratio of Funded Indebtedness to
EBITDA.  The
Company shall not permit the ratio of its Funded Indebtedness (including,
without limitation, borrowings pursuant to this Agreement) to EBITDA based upon
the most recent four fiscal quarters on a rolling basis to be less than [2.25]
to 1:00 at September 30, 2003.


 


9.17        Management Fees.  Except as otherwise permitted in this Section
9.17, no Borrower shall pay any management fees to the Guarantor, SCC or their
respective Affiliates (other than another Borrower); provided, however, that so
long as no Event of Default has occurred and is continuing (or would occur as a
result of such payment), the Borrowers may pay management fees to the
Guarantor, SCC or their respective Affiliates, solely and strictly in
accordance with the provisions of the Management Advisory Services Agreement,
in an aggregate amount not to exceed with respect to any Fiscal Year five
percent (5.0%) of the Company’s total consolidated EBITA for such Fiscal
Year.  The Borrowers may accrue (but
shall not be permitted to pay, until all Indebtedness hereunder is paid in full
and any commitment to lend or issue letters of credit hereunder is terminated)
the Deferred Compensation Payments.  The
Borrowers may make the Tax Agreement Payments at the times provided for in the
Tax Allocation Agreement; provided, however, that no Tax Agreement Payments
shall be made after the occurrence and during the continuance of an Event of
Default, except for Tax Agreement Payments representing income taxes which SCC
is actually required to pay and which are directly attributable solely to the
consolidated operations of the Company.


 


9.18        Dividends and Payments.  Neither the Company, the Guarantor nor CMI
shall declare or pay on, or make any distribution to the holders of any shares
of capital stock of the Company, the Guarantor or CMI of any class, or
purchase, redeem or otherwise acquire for consideration any shares of capital
stock of the Company, the Guarantor or CMI of any class; provided, however,
that nothing contained in this Section 9.18 shall be construed to prevent any
payments expressly permitted under Section 9.17 hereof.


 


9.19        Issuance of Capital Stock.  None of the Borrowers
shall issue any additional shares of capital stock of any class (or any
options, warrants, convertible securities or rights with respect thereto) after
the date hereof (other than in connection with the 2003 Merger), except for the
issuance of shares of capital stock or other securities of the Company pursuant
to the Option Plan (as identified on Schedule 9.10 and related
agreements entered into in accordance therewith).


 


9.20        Prohibition of Change in Fiscal Year.  Neither any Borrower, the Guarantor nor any
Subsidiary thereof shall change its Fiscal Year-end for accounting purposes
from December 31 of any year.


 


9.21        Amendment to Other Documents.  The Borrowers and the Guarantor shall not
cause or permit, directly or indirectly, any amendment, waiver, consent or
modification of the Tax Allocation Agreement, Management Advisory Services
Agreement, Octagon Stock Purchase Agreement, any other agreement, document or
instrument contemplated by, or executed in connection with, the Octagon Stock
Purchase Agreement (collectively, the “Transaction Documents”).


 


27

















 


9.22        Management.  The Company shall not terminate the
employment of Robert J. Bossart, Jonathan R. Wagner or
Richard T. Kurth, without the prior written consent of the Lender, such
consent not to be unreasonably withheld. 
In the event of the termination by the Company of the employment of any
such individuals or their respective successors, the Company shall retain,
within 150 days after such termination, replacement officers reasonably
acceptable to the Lender.


 


9.23        Pledge Rights Not a “Change”.  None of the Borrowers or shall take or
permit any of their Subsidiaries to take any action, or participate in or
consent to any transaction(s) (i) which would require the advance approval
of the OBWC under the OBWC Contracts, other than actions of CHSI taken, or not
taken, in the ordinary course of performance of the OBWC Contracts which, from
time to time, may require the approval of OBWC, or (ii) which would cause
the Lender’s realization of any of their respected rights under the Stock
Pledge Agreements to constitute a “Change” under the OBWC Contracts (except for
any possible “Change” resulting from the exercise of remedies with respect to
the capital stock of CHSI).


 


ARTICLE 10.  EVENTS OF
DEFAULT


 


10.1        Event of Default.  “Event of Default” shall mean the occurrence
of one or more of the following described events:


 


(a)           The Borrowers shall default in the
payment of any principal of the Notes when the same shall become due, either by
the terms thereof or otherwise as herein provided;


 


(b)           The Borrowers shall default in
payment of the Facility Fee or any Commitment Fee or any interest on the Notes
or of any other payment due the Lender under this Agreement when the same shall
become due, either by the terms thereof or otherwise as herein provided and
such default continues for a period of five (5) days;


 


(c)           Any Borrower or the Guarantor shall
default (after the expiration of any applicable grace period) in the payment of
any amount due to Lender pursuant to the terms of any promissory note or other
instrument other than the Notes;


 


(d)           Any Borrower or the Guarantor shall
default (after the expiration of any applicable grace period) in the
performance or observance of any covenant, condition or agreement contained in
the Guaranty, the ISDA Master Agreement, the Borrower Security Agreements, the
Copyright Security Agreements, the Copyright Collateral Agreements, the Stock
Pledge Agreements, the Assignment of Leasehold Interests, the Assignments of
Life Insurance Policies, the Guarantor Security Agreement, the Guarantor Stock
Pledge Agreement, the Octagon Investment Property Security Agreement, the
Octagon Control Agreement or any other security agreement entered into by any
Borrower for the benefit of the Lender;


 


(e)           Any Borrower shall default in the
payment of any Indebtedness in excess of $250,000 beyond any period of grace
provided with respect thereto, or any Borrower shall default in the performance
of any agreement under which such Indebtedness payment obligation is created if
the effect of such default is to cause or permit the holder or holders of such
obligation (or a representative of such holder or holders) to cause, such
payment obligation to become due prior to its date of maturity;


 


(f)            Any representation or warranty made
by any Borrower or the Guarantor herein, in any other Loan Document or in any
report, certificate or writing furnished in connection with or pursuant to this
Agreement shall be false or incorrect in any material respect on the date as of
which made;


 


(g)           Any Borrower or the Guarantor shall
default in the performance or observation of any covenant, condition or
agreement in Sections 8.1, 8.13, 8.16, 8.17, 8.18 or 8.19 or in Article 9
hereof;


 


(h)           Any Borrower or the Guarantor shall
default in the performance or observation of any covenant, condition or
agreement made or required to be observed or performed by it under this
Agreement (other than those referred to in Sections 10.1(a), 10.1(b) or 10.1(g)
of this Agreement) and such default shall continue without cure for


 


28

















 


thirty (30) days after
written notice thereof shall have been given to the Borrowers by the Lender,
or, in the case of Sections 8.2 and 8.4, such default shall continue without
cure for ten (10) days (without any required notice thereof);


 


(i)            Any Borrower or the Guarantor shall
make an assignment for the benefit of creditors;


 


(j)            Any Borrower or the Guarantor shall
petition or apply to any tribunal for the appointment of a trustee or receiver
of it, or of any substantial part of its assets, or commence any proceeding
relating to it under any bankruptcy, reorganization, arrangement, insolvency,
readjustment of debt, dissolution or liquidation law of any jurisdiction
whether now or hereafter in effect;


 


(k)           Any bankruptcy, insolvency,
receivership or similar petition or application is filed, or any proceedings
are commenced against any Borrower or the Guarantor and any Borrower or the
Guarantor by any act indicates its approval thereof, consent thereto, or
acquiescence therein, or any order is entered appointing a trustee or receiver,
or adjudicating any Borrower or the Guarantor bankrupt or insolvent, or
approving the petition in any such proceedings and such order remains unstayed
or undischarged for more than sixty (60) days; provided, however, that the
Lender shall be under no obligation to make Loans hereunder during the period
that such order is unstayed or undischarged;


 


(l)            Any order is entered in any
proceedings against any Borrower or the Guarantor decreeing the dissolution of
any Borrower or the Guarantor and such order remains unstayed or undischarged
for more than sixty (60) days; provided, however, that the Lender shall be
under no obligation to make Loans hereunder during the period that such order
is unstayed or undischarged;


 


(m)          A final judgment or judgments for the
payment of money in excess of an aggregate of $250,000 shall be rendered
against any Borrower or the Guarantor and such judgment or judgments shall
remain undischarged for a period of sixty (60) consecutive days during which
the execution shall not be effectively stayed;


 


(n)           (i) Any Reportable Event or a
Prohibited Transaction shall occur with respect to any Plan; (ii) a notice of
intent to terminate a Plan under section 4041 of ERISA shall be filed; (iii) a
notice shall be received by the plan administrator of a Plan that the PBGC has
instituted proceedings to terminate a Plan or appoint a trustee to administer a
Plan; (iv) any other event or condition shall exist which might, in the opinion
of the Lender, constitute grounds under section 4042 of ERISA for the
termination of, or the appointment of a trustee to administer, any Plan; or (v)
any Borrower or the Guarantor or any ERISA Affiliate shall withdraw from a
Multiemployer Plan; provided, however, that none of the foregoing shall
constitute an Event of Default except under circumstances that the Lender
determines could reasonably be expected to have a Material Adverse Effect;


 


(o)           (i) CHSI is notified by the OBWC that
it is “at capacity,” declared ineligible to solicit or accept selection by or
assignment of an employer by the OBWC, or the OBWC in any material manner
limits the Company’s ability to accept new enrollments, and any of the same is
reasonably likely to result in any Event of Default under Sections 10.1(a) or
(b) or any breach of Sections 9.13, 9.14, 9.15 or 9.16; (ii) the State of Ohio
announces its intention to dissolve or disband the state-sponsored system of workers’
compensation insurance or the Ohio Health Partnership Program (and the Lender
determines in the exercise of its commercially reasonable discretion that the
same is reasonably likely to impair the Borrowers’ ability to perform their
material obligations under this Agreement, the Notes or the other Loan
Documents); (iii) (A) the OBWC terminates or does not renew the OBWC Contracts,
or (B) the OBWC informs CHSI of its intent to terminate or not renew the OBWC
Contracts, except if the Borrowers provide the Lender written notice that
(I) CHSI is actively and diligently pursuing renewals of the OBWC
Contracts, (II) CHSI is reasonably confident that its efforts will be
successful, and (III) such active pursuit of renewal does not exceed (without
renewal) ninety (90) days time from the date of such written notice to the
Lender; or (iv) the OBWC terminates, does not renew or informs CHSI of its
intent to terminate or not renew CHSI’s OBWC certification as a vendor; or


 


(p)           The occurrence or existence of any
default, event of default or other similar condition or event (however
described) with respect to any Rate Management Transaction.


 


10.2        Consequences of Event of Default.


 


(a)           If any Event of Default specified
under Section 10.1, other than subsections (i) through (l) thereof, shall occur
and be continuing the Lender shall be under no further obligation to make Loans
hereunder and the Lender


 


29

















 


may, by written notice to
the Borrowers, declare the unpaid balance of all Commitment Fees and the
principal and interest accrued on the Notes and all other obligations of the
Borrowers hereunder and under the other Loan Documents to be forthwith due and
payable, and the same shall thereupon become immediately due and payable,
without any other or further presentment, demand, protest, notice of default,
notice of intent to accelerate or other notice of any kind, all of which are
hereby expressly waived.


 


(b)           If an Event of Default specified
under subsections (i) through (l), inclusive, of Section 10.1 shall occur, the
Lender shall be under no further obligation to make Loans hereunder and the
unpaid balance of all Commitment Fees and the principal and interest accrued on
the Notes and all other obligations of the Borrowers hereunder shall be
immediately due and payable automatically without presentment, demand, protest,
notice of default, notice of intent to accelerate, notice of acceleration or
other notice of any kind, all of which are hereby expressly waived.


 


ARTICLE 11. 
MISCELLANEOUS


 


11.1        Notices.  All notices, requests and demands to or upon the parties hereto
to be effective shall be in writing or by telecopy or telex and, unless
otherwise expressly provided herein, shall be deemed to have been duly given or
made when delivered by hand, or when sent by certified or registered mail,
postage prepaid, or, in the case of telecopy notice, when received, or in the
case of telegraphic notice, when delivered to the telegraph company, or in the
case of telex notice, when sent, answerback received, addressed as follows in
the case of the Borrowers, the Guarantor and the Lender or to such address or
other address as may be hereafter notified by the parties hereto:


 


 


	
  Any Borrower or the
  Guarantor:

  	
   

  	
  c/o Security Capital
  Corporation

  One Pickwick Plaza

  Suite 310

  Greenwich, Connecticut  06830

  Attention:  Brian D. Fitzgerald,
  Chairman

  Facsimile:  (203) 625-0423

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  with copies to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Health Power, Inc.

  c/o CompManagement, Inc.

  6377 Emerald Parkway

  Dublin, Ohio  43016

  Attention:  Paul A. Miller
Facsimile:  (614) 790-8119

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  and

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Baker & Hostetler
  LLP

  65 East State Street, Suite 2100

  Columbus, Ohio  43215-4260

  Attention:  Joseph P. Boeckman, Esq.

  Facsimile:  (614) 462-2616

  
	
   

  	
   

  	
   

  
	
  The Lender:

  	
   

  	
  Bank One, N.A.

  100 East Broad Street

  Columbus, Ohio  43271-0171

  Attention:  Mark S. Slayman,

                       Vice
  President

  Facsimile:  (614) 248-5518

  



 


30

















 


	
   

  	
   

  	
  with a copy to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Squire, Sanders &
  Dempsey L.L.P.

  1300 Huntington Center

  41 South High Street

  Columbus, Ohio  43215

  Attention:  Kim L. Swanson, Esq.

  Facsimile:  (614) 365-2499

  



 


Notwithstanding any other
provision hereof to the contrary, each Borrower and the Guarantor has appointed
the Company as its representative to receive and give all notices to or from
such Borrower or the Guarantor, as applicable, and the Lender shall have acted
in accordance with this Agreement in accepting notices from and giving notice
to the Company as being notices from or to such Borrower or the Guarantor, as
applicable.


 


11.2        Term of Agreement; Termination; Successors
and Assigns.  This
Agreement and all covenants, agreements, representations and warranties made
herein and in the reports, certificates and other writings delivered pursuant
hereto shall survive the execution and delivery of this Agreement, the making
by the Lender of each Loan and the execution and delivery to the Lender of the
Notes and shall continue in full force and effect until terminated.  The representations of Borrowers and the
Guarantor herein are made as of the date of this Agreement.  This Agreement shall terminate at such time
as the Revolving Credit Commitment is terminated in full and the Lender has
received payment in full of all amounts owing to the Lender hereunder and under
the Notes.  Whenever in this Agreement
any of the parties hereto is referred to, such reference shall be deemed to
include the successors and assigns of such parties; and all terms and
provisions of this Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and assigns,
whether so expressed or not; provided, however, that (i) neither any
Borrower nor the Guarantor may assign or transfer its rights or duties under
this Agreement to any Person without the prior written consent of the Lender
and (ii) the Lender may not assign, or participate, this Agreement or the
Notes to a direct competitor of the Borrowers.


 


11.3        No Implied Rights or Waivers.  No notice to or demand on any Borrower or the
Guarantor in any case shall entitle such Borrower or the Guarantor to any other
or further notice or demand in the same, similar and other circumstances.  Neither any failure nor any delay on the
part of the Lender in exercising any right, power or privilege hereunder or
under the Notes shall operate as a waiver thereof, nor shall a single or
partial exercise thereof preclude any other or further exercise of the same or
the exercise of any other right, power or privilege.


 


11.4        Applicable Law.  This Agreement, the Notes and the other Loan
Documents shall be deemed to be contracts made under and shall be construed in
accordance with and governed by the laws of the State.


 


11.5        Modifications, Amendments or Waivers.


 


(a)           The Lender, the Borrowers and the Guarantor
may from time to time enter into written agreements amending or changing any
provision of this Agreement or the rights of the Lender or the Borrowers and
the Guarantor hereunder or give waivers or consents to a departure from the due
performance of the obligations of the Borrowers or the Guarantor hereunder or
under the Notes.


 


(b)           In the case of any such waiver or
consent relating to any provision hereof, the parties shall be restored to
their former positions and rights thereunder, and any Default or Event of
Default so waived or consented to shall be deemed to be cured and not
continuing; but no such waiver or consent shall extend to any subsequent or
other Default or Event of Default or impair any right consequent thereon.


 


11.6        Counterparts.  This Agreement may be signed in any number
of counterparts with the same effect as if the signatures thereto were upon the
same instrument.


 


11.7        Headings.  The headings of the articles and sections of this Agreement are
inserted for convenience only and shall not be deemed to constitute a part
hereof.


 


31

















 


11.8        Expenses.  The Borrowers and the Guarantor shall pay or cause to be paid and
save the Lender harmless against liability for the payment of all reasonable
out-of-pocket expenses, including counsel fees and disbursements incurred or
paid by the Lender in connection with the negotiation, development, preparation
and execution of this Agreement, the Notes, the other Loan Documents and the
related transactions.  The Borrowers and
the Guarantor shall pay or cause to be paid and save the Lender harmless
against liability for the payment of all reasonable out-of-pocket expenses,
including counsel fees and disbursements incurred or paid by the Lender in
connection with (i) any requested amendments, waivers or consents pursuant
to the provisions hereof and thereof; and (ii) the enforcement of this
Agreement, the Notes and the other Loan Documents including such expenses as
may be incurred by the Lender in collection of the Notes and all obligations of
the Borrowers and the Guarantor hereunder.


 


11.9        Accounting Terms.  All accounting terms not specifically
defined herein shall be construed in accordance with GAAP.


 


11.10      Severability.  Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof or effecting the validity or
enforceability of such provisions in any other jurisdiction.


 


11.11      Waiver of Jury Trial; Consent to Venue.  The Lender, the Borrowers and the Guarantor,
after having had the opportunity to consult with counsel, knowingly,
voluntarily, irrevocably, unconditionally and intentionally waive any right to
a trial by jury in any litigation based upon or arising out of this Agreement
or any related instrument or agreement, or any of the transactions contemplated
by this Agreement, or any course of conduct, dealing, statements (whether oral
or written) or actions of any Borrower, the Guarantor or the Lender.  The Borrowers and the Guarantor shall not
seek to consolidate, by counterclaim or otherwise, any action in which a jury
trial has been waived with any other action in which a jury trial cannot be or
has not been waived.  In the event of a
dispute under this Agreement, the Borrowers and the Guarantor hereby, jointly
and severally, agree that jurisdiction and venue lies in a court of competent
jurisdiction in Franklin County, Ohio. 
These provisions shall not be deemed to have been modified in any
respect or relinquished by the Lender except by a written instrument executed
by it.  This provision is a material
inducement to the Lender to enter into the transactions described in this
Agreement.


 


11.12      Entire Agreement.  This Agreement and the Exhibits hereto
reflect the entire understanding of the parties with respect to the subject
matter hereof and supersede all prior agreements or understandings with respect
thereto in their entirety.


 


11.13      Certificates, Etc.  All certificates, reports and other writings
submitted by any Borrower or the Guarantor to the Lender hereunder shall
constitute the representations and warranties of each Borrower and the
Guarantor to the Lender as to the truth and accuracy of all facts, calculations
and other information set forth therein, as though fully set forth and repeated
in this Agreement.


 


11.14      Waiver of Certain Defenses.  Each of the Borrowers and the Guarantor
hereby waives all defenses based on suretyship and impairment of collateral.


 


11.15      USA Patriot Act Notification.  The following notification is provided to
the Borrowers pursuant to Section 326 of the USA Patriot Act of 2001, 31 U.S.C.
Section 5318:


 


IMPORTANT INFORMATION
ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT. 
To help the government fight the funding of terrorism and money
laundering activities, Federal law requires all financial institutions to
obtain, verify and record information that identifies each person or entity
that opens an account, including any deposit account, treasury management
account, loan, other extension of credit or other financial services
product.  What this means for each
Borrower:  When such Borrower opens an
account, if such Borrower is an individual, the Lender will ask for a
Borrower’s name, taxpayer identification number, residential address, date of
birth and other information that will allow the Lender to identify such
Borrower, and if such Borrower is not an individual, the Lender will ask for
such Borrower’s name, taxpayer identification number, business address and
other information that will allow the Lender to identify such Borrower.  The Lender may also ask, if a Borrower is an
individual, to see such Borrower’s driver’s license or other identifying


 


32

















 


documents, and if a
Borrower is not an individual, to see such Borrower’s legal organizational
documents or other identifying documents.


 


ARTICLE 12.  DEFINITIONS


 


The terms set forth and
defined in Exhibit J hereto shall, for the purposes of this Agreement,
have the meanings assigned to such terms as set forth in Exhibit J.


 


IN WITNESS WHEREOF, the
Borrowers, the Guarantor and the Lender have caused this Agreement to be duly
executed by their duly authorized officers, all as of the day and year first
above written.


 


	
  LENDER:

  	
  GUARANTOR:

  
	
   

  	
   

  
	
  BANK ONE, N.A.

  	
  WC HOLDINGS, INC.,

  
	
   

  	
  a Delaware corporation

  



 


	
  By:

  	
   /s/ Mark S.
  Slayman

  	
   

  	
  By:

  	
    /s/ Paul A.
  Miller

  	
   

  
	
   

  	
  Mark
  S. Slayman, Vice President

  	
   

  	
   

  	
  Paul
  A. Miller, Vice President

  



 


BORROWERS:


 


HEALTH POWER, INC., a
Delaware corporation


COMPMANAGEMENT, INC.,  an
Ohio corporation


COMPMANAGEMENT INTEGRATED
DISABILITY SERVICES, INC., an Ohio corporation


CMI MANAGEMENT COMPANY,
an Ohio corporation


COMPMANAGEMENT OF
VIRGINIA, INC., a Virginia corporation


COMPMANAGEMENT DISABILITY
SERVICES COMPANY, a Virginia corporation


CMI BARRON RISK
MANAGEMENT SERVICES, INC., a Texas corporation


 


	
  By:

  	
   /s/ Jonathan R.
  Wagner

  	
   

  
	
   

  	
  Jonathan
  R. Wagner, President

  



 


	
  COMPMANAGEMENT HEALTH

  	
  OCTAGON RISK SERVICES,
  INC.,

  
	
  SYSTEMS, INC., an Ohio
  corporation

  	
  a Minnesota corporation

  



 


	
  By:

  	
   /s/  Paul A. Miller

  	
   

  	
  By:

  	
    /s/  Jonathan R. Wagner

  	
   

  
	
   

  	
  Paul
  A. Miller, Vice President

  	
   

  	
  Jonathan R.
  Wagner, Chairman of the

  Board of Directors

  



 


33

















 


EXHIBIT
A


 


AMENDED
AND RESTATED REVOLVING CREDIT NOTE


 


	
   

  	
   

  	
  Columbus, Ohio

  
	
  $8,000,000

  	
   

  	
  October 3,
  2003       

  



 


On or before September
30, 2005, for value received, the undersigned (collectively, the “Borrowers”),
jointly and severally, hereby promise to pay to the order of Bank One, N.A., a
national banking association (the “Lender”), or its assigns, as further
provided herein, the principal amount of Eight Million Dollars ($8,000,000) or,
if such principal is less, the aggregate unpaid principal amount of all
Revolving Credit Loans made by the Lender to the Borrowers pursuant to the
Agreement (as referred to and defined in Section 1 hereof), together with
interest on the unpaid principal balance of all Revolving Credit Loans made
hereunder until paid in full at a fluctuating rate of interest and payable on
the dates as determined in accordance with Article 1 of the Agreement.  Both principal and interest are payable in
federal funds or other immediately available money of the United States of
America at Bank One, N.A., 100 East Broad Street, Columbus, Ohio 43271-0171.


 


Section 1.              Loan Agreement.  This Amended and Restated Revolving Credit
Note (the “Revolving Credit Note”) is the Revolving Credit Note referred to in
the Amended and Restated Loan Agreement, dated as of October 3, 2003 by
and among the Borrowers, WC Holdings, Inc., a Delaware corporation, and the
Lender, as the same may be hereafter amended, restated, modified or
supplemented from time to time (the “Agreement”), which Agreement is
incorporated herein by reference.  All
capitalized terms used herein shall have the same meanings as are assigned to
such terms in the Agreement.  This
Revolving Credit Note is entitled to the benefits of and is subject to the
terms, conditions and provisions of the Agreement.  The Agreement, among other things, contains provisions for
acceleration of the maturity hereof upon the happening of certain stated
events, and also for repayments and reborrowings on account of the principal
hereof prior to maturity upon the terms, conditions and provisions specified
therein.  This Revolving Credit Note
amends and restates the Second Restated Revolving Credit Note.


 


Section 2.              Endorsements.  All Revolving Credit Loans made by the
Lender to the Borrowers pursuant to the Agreement and all payments made on
account of principal hereof shall be recorded by the Lender; provided, however,
that the failure of the Lender or any holder to record as provided herein shall
not limit or otherwise affect the obligations of the Borrowers hereunder or
under the Agreement.


 


Section 3.              Setoff.  Any and all moneys now or at any time
hereafter owing to any Borrower from the holder hereof are hereby pledged for
the security of this and all other Indebtedness from any Borrower to the holder
hereof, and may, upon the occurrence of any Event of Default, be paid and
applied thereon whether such Indebtedness be then due or is to become due.


 


Section 4.              Confession of Judgment.  The undersigned, jointly and severally,
hereby irrevocably authorize an attorney-at-law to appear for the undersigned
in an action on this Revolving Credit Note at any time after the same becomes
due, whether by acceleration or otherwise, in any court of record in or of the
State of Ohio, and to waive the issuing and service of process against the
undersigned and to confess judgment in favor of the holder of this Revolving
Credit Note against the undersigned for the amount that may be due, with
interest at the rate herein mentioned and cost of suit, and to waive and release
all errors in such proceedings and judgment, and all petitions in error and
rights of appeal from the judgment rendered. 
The foregoing warrant of attorney shall survive any judgment, and, if
any judgment be vacated for any reason, the holder hereof nevertheless may
thereafter use the foregoing warrant of attorney to obtain an additional
judgment or judgments against the undersigned.


 


WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO
NOTICE AND COURT TRIAL.  IF YOU DO NOT
PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR
KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS
OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR


 


A-1

















 


RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY
WITH THE AGREEMENT, OR ANY OTHER CAUSE.


 


HEALTH POWER, INC., a
Delaware corporation


COMPMANAGEMENT, INC.,  an
Ohio corporation


COMPMANAGEMENT INTEGRATED
DISABILITY SERVICES, INC., an Ohio corporation


CMI MANAGEMENT COMPANY,
an Ohio corporation


COMPMANAGEMENT OF
VIRGINIA, INC., a Virginia corporation


COMPMANAGEMENT DISABILITY
SERVICES COMPANY, a Virginia corporation


CMI BARRON RISK
MANAGEMENT SERVICES, INC., a Texas corporation


 


	
  By:

  	
  /s/  Jonathan R. Wagner

  	
   

  	
   

  
	
   

  	
   Jonathan R.
  Wagner, President

  	
   

  



 


	
  COMPMANAGEMENT HEALTH

  	
  OCTAGON RISK SERVICES,
  INC.,

  
	
  SYSTEMS, INC., an Ohio
  corporation

  	
  a Minnesota corporation

  



 


 


	
  By:

  	
   /s/ Paul A.
  Miller

  	
   

  	
  By:

  	
    /s/  Jonathan R. Wagner

  	
   

  
	
   

  	
   Paul A. Miller,
  Vice President

  	
   

  	
  Jonathan R. Wagner,
  Chairman of the

  Board of Directors

  



 


A-2

















 


EXHIBIT
B


 


AMENDED AND RESTATED TERM NOTE


 


	
   

  	
   

  	
  Columbus, Ohio

  	
   

  
	
  $31,479,166.64

  	
   

  	
  October 3, 2003

  	
   

  



 


For value received, the
undersigned (collectively, the “Borrowers”), jointly and severally, hereby
promise to pay to the order of Bank One, N.A., a national banking association
(the “Lender”), or its assigns, as further provided herein, the principal
amount of Thirty-One Million Four Hundred Seventy-Nine Thousand One Hundred
Sixty-Six Dollars and 64/100 Cents ($31,479,166.64), together with interest on
the unpaid principal balance hereunder at the fluctuating rate of interest
provided for in Article 3 of the Agreement (as referred to and defined in
Section 1 hereof).  Interest on the
unpaid principal balance shall be calculated pursuant to the fluctuating rate
of interest provided for in Article 3 of the Agreement and shall be paid on the
dates as determined in accordance with the provisions of Article 3 of the
Agreement.  Principal shall be due and
payable in accordance with the provisions of Article 3 of the Agreement as
follows:  (i) twelve (12) equal
consecutive monthly installments in the amount of $463,801.36 each shall be due
and payable commencing on November 1, 2003 and continuing on each Interest
Payment Date thereafter to and including October 1, 2004; (ii) twelve
(12) equal consecutive monthly installments in the amount of $492,407.62 each
shall be due and payable commencing on November 1, 2004 and continuing on
each Interest Payment Date thereafter to and including October 1, 2005;
(iii) twelve (12) equal consecutive monthly installments in the amount of
$522,778.24 each shall be due and payable commencing on November 1, 2005
and continuing on each Interest Payment Date thereafter to and including
October 1, 2006; (iv) twelve (12) equal consecutive monthly
installments in the amount of $555,022.06 each shall be due and payable
commencing November 1, 2006 and continuing on each Interest Payment Date
thereafter to and including October 1, 2007; (v) eleven (11) equal
consecutive monthly installments in the amount of $589,254.61 each shall be due
and payable commencing on November 1, 2007 and continuing on each Interest
Payment Date thereafter to and including September 1, 2008; and
(vi) one final payment in the amount of the unpaid principal balance of
the Term Note and accrued, unpaid interest thereon shall be due and payable on
September 30, 2008.  Both principal
and interest are payable in federal funds or other immediately available money
of the United States of America at Bank One, N.A., 100 East Broad Street,
Columbus, Ohio 43217-0171.


 


Section 1.              Loan Agreement.  This Amended and Restated Term Note (the
“Term Note”) is the Term Note referred to in the Amended and Restated Loan
Agreement dated as of October 3, 2003, by and among the Borrowers, WC
Holdings, Inc., a Delaware corporation, and the Lender, as the same may be
hereafter amended, restated, modified or supplemented from time to time (the
“Agreement”), which Agreement is incorporated herein by reference.  All capitalized terms used herein shall have
the same meanings as are assigned to such terms in the Agreement.  This Term Note is entitled to the benefits
of and is subject to the terms, conditions and provisions of the
Agreement.  The Agreement, among other
things, contains provisions for acceleration of the maturity hereof upon the
happening of certain stated events, and also for prepayments of principal prior
to maturity hereof upon the terms, conditions and provisions specified
therein.  This Term Note amends and
restates the Second Restated Term Note.


 


Section 2.              Endorsements.  All payments made on account of principal
hereof shall be recorded by the Lender; provided, however, that the failure of
the Lender or any holder to make such notation shall not limit or otherwise
affect the obligations of the Borrowers hereunder or under the Agreement.


 


Section 3.              Setoff.  Any and all moneys now or at any time
hereafter owing to any Borrower from the holder hereof are hereby pledged for
the security of this and all other Indebtedness from any Borrower to the holder
hereof, and may, upon the occurrence of any Event of Default, be paid and
applied thereon whether such Indebtedness be then due or to become due.


 


Section 4.              Confession of Judgment.  The undersigned, jointly and severally,
hereby irrevocably authorize an attorney-at-law to appear for the undersigned
in an action on this Term Note at any time after the same becomes due, whether
by acceleration or otherwise, in any court of record in or of the State of
Ohio, and to waive the issuing and service of process against the undersigned
and to confess judgment in favor of the holder of this Term Note against the
undersigned for the amount that may be due, with interest at the rate herein
mentioned and cost of suit, and to waive and release all errors in such
proceedings and judgment, and all petitions in error and rights of appeal from
the judgment rendered.  The foregoing
warrant of attorney shall survive any judgment, and, if any judgment be vacated
for


 


B-1

















 


any reason, the holder
hereof nevertheless may thereafter use the foregoing warrant of attorney to
obtain an additional judgment or judgments against the undersigned.


 


WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO
NOTICE AND COURT TRIAL.  IF YOU DO NOT
PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR
KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS
OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS,
FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER
CAUSE.


 


HEALTH POWER, INC., a
Delaware corporation


COMPMANAGEMENT, INC.,  an
Ohio corporation


COMPMANAGEMENT INTEGRATED
DISABILITY SERVICES, INC., an Ohio corporation


CMI MANAGEMENT COMPANY,
an Ohio corporation


COMPMANAGEMENT OF
VIRGINIA, INC., a Virginia corporation


COMPMANAGEMENT DISABILITY
SERVICES COMPANY, a Virginia corporation


CMI BARRON RISK MANAGEMENT
SERVICES, INC., a Texas corporation


 


	
  By:

  	
  /s/  Jonathan R. Wagner

  	
   

  
	
   

  	
   Jonathan R.
  Wagner, President

  



 


WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO
NOTICE AND COURT TRIAL.  IF YOU DO NOT
PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR
KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS
OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS,
FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE.


 


	
  COMPMANAGEMENT HEALTH

  	
  OCTAGON RISK SERVICES,
  INC.,

  
	
  SYSTEMS, INC., an Ohio
  corporation

  	
  a Minnesota corporation

  



 


	
  By:

  	
   /s/  Paul A. Miller

  	
   

  	
  By:

  	
   /s/  Jonathan R. Wagner

  	
   

  
	
   

  	
    Paul
  A. Miller, Vice President

  	
   

  	
    Jonathan
  R. Wagner, Chairman of the

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
    Board
  of Directors

  	
   

  



 


B-2

















 


EXHIBIT
C


 


INTERIM TERM NOTE


 


	
   

  	
   

  	
  Columbus, Ohio

  
	
  $12,000,000

  	
   

  	
  October 3,
  2003       

  



 


For value received, the
undersigned (collectively, the “Borrowers”), jointly and severally, hereby
promise to pay to the order of Bank One, N.A., a national banking association
(the “Lender”), or its assigns, as further provided herein, the principal
amount of Twelve Million Dollars ($12,000,000), together with interest on the
unpaid principal balance hereunder at the fluctuating rate of interest provided
for in Article 4 of the Agreement (as referred to and defined in Section 1
hereof).  Interest on the unpaid
principal balance shall be calculated pursuant to the fluctuating rate of
interest provided for in Article 4 of the Agreement and shall be paid on the
dates as determined in accordance with the provisions of Article 4 of the
Agreement.  One lump sum payment in the
amount of the unpaid principal balance and accrued, unpaid interest thereon shall
be due and payable on or before October 17, 2003 in accordance with the
provisions of Article 4 of the Agreement. 
Both principal and interest are payable in federal funds or other
immediately available money of the United States of America at Bank One, N.A.,
100 East Broad Street, Columbus, Ohio 43217-0171.


 


Section 1.              Loan Agreement.  This Interim Term Note (the “Term Note”) is
the Octagon Interim Term Note referred to in the Amended and Restated Loan
Agreement dated as of October 3, 2003, by and among the Borrowers, WC
Holdings, Inc., a Delaware corporation, and the Lender, as the same may be
hereafter amended, restated, modified or supplemented from time to time (the
“Agreement”), which Agreement is incorporated herein by reference.  All capitalized terms used herein shall have
the same meanings as are assigned to such terms in the Agreement.  This Term Note is entitled to the benefits
of and is subject to the terms, conditions and provisions of the Agreement.  The Agreement, among other things, contains
provisions for acceleration of the maturity hereof upon the happening of
certain stated events, and also for prepayments of principal prior to maturity
hereof upon the terms, conditions and provisions specified therein.


 


Section 2.              Endorsements.  All payments made on account of principal
hereof shall be recorded by the Lender; provided, however, that the failure of
the Lender or any holder to make such notation shall not limit or otherwise
affect the obligations of the Borrowers hereunder or under the Agreement.


 


Section 3.              Setoff.  Any and all moneys now or at any time
hereafter owing to any Borrower from the holder hereof are hereby pledged for
the security of this and all other Indebtedness from any Borrower to the holder
hereof, and may, upon the occurrence of any Event of Default, be paid and
applied thereon whether such Indebtedness be then due or to become due.


 


Section 4.              Confession of Judgment.  The undersigned, jointly and severally,
hereby irrevocably authorize an attorney-at-law to appear for the undersigned
in an action on this Term Note at any time after the same becomes due, whether
by acceleration or otherwise, in any court of record in or of the State of
Ohio, and to waive the issuing and service of process against the undersigned
and to confess judgment in favor of the holder of this Term Note against the
undersigned for the amount that may be due, with interest at the rate herein
mentioned and cost of suit, and to waive and release all errors in such
proceedings and judgment, and all petitions in error and rights of appeal from
the judgment rendered.  The foregoing
warrant of attorney shall survive any judgment, and, if any judgment be vacated
for any reason, the holder hereof nevertheless may thereafter use the foregoing
warrant of attorney to obtain an additional judgment or judgments against the
undersigned.


 


WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO
NOTICE AND COURT TRIAL.  IF YOU DO NOT
PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR
KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS
OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS,
FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER
CAUSE.


 


C-1

















 


HEALTH POWER, INC., a
Delaware corporation


COMPMANAGEMENT, INC.,  an
Ohio corporation


COMPMANAGEMENT INTEGRATED
DISABILITY SERVICES, INC., an Ohio corporation


CMI MANAGEMENT COMPANY,
an Ohio corporation


COMPMANAGEMENT OF VIRGINIA,
INC., a Virginia corporation


COMPMANAGEMENT DISABILITY
SERVICES COMPANY, a Virginia corporation


CMI BARRON RISK
MANAGEMENT SERVICES, INC., a Texas corporation


 


	
  By:

  	
   /s/  Jonathan R. Wagner

  	
   

  
	
   

  	
    Jonathan R.
  Wagner, President

  



 


 


	
  COMPMANAGEMENT HEALTH

  	
  OCTAGON RISK SERVICES,
  INC.,

  
	
  SYSTEMS, INC., an Ohio
  corporation

  	
  a Minnesota corporation

  



 


 


	
  By:

  	
    /s/  Paul A. Miller

  	
   

  	
  By:

  	
   /s/ Jonathan R.
  Wagner

  	
   

  
	
   

  	
  Paul
  A. Miller, Vice President

  	
   

  	
  Jonathan R. Wagner,
  Chairman of the

  Board of Directors

  



 


C-2

















 


EXHIBIT
D


 


AMENDED
AND RESTATED BORROWER SECURITY AGREEMENT


 


October 3, 2003


 


THIS AMENDED AND RESTATED
SECURITY AGREEMENT (“Security Agreement”) is entered into as of the date set
forth above by and between
                                                 ,
a(n)                      
corporation (the “Debtor”), and BANK ONE, N.A., a national banking association
(the “Lender”).


 


Background


 


The following is a mutual statement
by the parties of certain factual matters which form the basis of this
Agreement.


 


A.            Loans.  The Debtor, the other Borrowers named in the
Loan Agreement (defined below), WC Holdings, Inc., a Delaware corporation, and
the Lender have entered into a certain Amended and Restated Loan Agreement of
even date herewith (as the same may be hereafter amended, restated, modified or
supplemented from time to time, the “Loan Agreement”) pursuant to which the
Lender has agreed to lend to the Borrowers (i) the maximum sum of
$8,000,000 under a revolving line of credit (the “Revolving Credit
Commitment”), (ii) a term loan in the maximum sum of $31,479,166.64 (the
“Term Loan”) and (iii) a term loan in the maximum sum of $12,000,000 (the
“Octagon Interim Term Loan”).  The
Revolving Credit Commitment is evidenced by a master promissory note (as the
same may be hereafter amended, restated, modified or supplemented from time to
time, the “Revolving Credit Note”) of the Borrowers.  The borrowings under the Revolving Credit Commitment are
sometimes hereinafter referred to as the Revolving Credit Loans.  The borrowing under the Term Loan is
evidenced by a promissory note (as the same may be hereafter amended, restated,
modified or supplemented from time to time, the “Term Note”), and the borrowing
under the Octagon Interim Term Loan is evidenced by a promissory note (as the
same may be hereafter amended, restated, modified or supplemented from time to
time, the “Octagon Interim Term Note” and, collectively with the Revolving
Credit Note and the Term Note, the “Notes”). 
The Revolving Credit Loans, Term Loan and Octagon Interim Term Loan are
hereinafter collectively referred to as the “Loans.”  Capitalized terms used in this Security Agreement that are not
otherwise defined herein shall have the meanings ascribed to them in the Loan
Agreement.


 


B.            Security
Interest.  The
Lender is willing to make the Loans to the Borrowers upon the condition that
the Debtor grant to and create in favor of the Lender security interests in
certain property of the Debtor as security for (i) the payment of the
Notes, (ii) the payment of all amounts owing pursuant to this Security
Agreement, the Loan Agreement and the other Loan Documents, (iii) the
performance by the Borrowers of, and compliance with, all of the terms,
covenants, conditions, stipulations and agreements contained in this Security
Agreement, the Loan Agreement, the Notes and the other Loan Documents,
(iv) the repayment of (a) any amounts the Lender may advance or spend
for the maintenance or preservation of the Collateral and (b) any other
expenditures that the Lender may make under the provisions of this Security
Agreement or for the benefit of the Debtor, (v) all amounts owed under any
modification, renewals or extensions of any of the foregoing obligations,
(vi) any and all obligations, contingent or otherwise, whether now
existing or hereafter arising, of any Borrower to the Lender arising under or
in connection with any Rate Management Transaction, and (vii) any of the
foregoing that arises after the filing of a petition by or against the Debtor
under the Bankruptcy Code, even if the obligations do not accrue because of the
automatic stay under Bankruptcy Code §362 or otherwise (collectively, the
“Secured Obligations”).  This Security
Agreement amends and restates that certain Borrower Security Agreement dated as
of December 21, 2000 between the parties hereto.


 


Statement of Agreement


 


For and in consideration
of the Loans made by the Lender to the Borrowers, and intending to be legally
bound hereby, the parties hereto covenant and agree as follows:


 


Section 1.              Creation of Security Interests.  As security for the Secured Obligations, the
Debtor hereby agrees that there now are or shall be duly executed and filed or
recorded in all appropriate state and local offices all documents necessary to
grant and create in favor of the Lender a perfected security interest under the
Uniform


 


D-1

















 


Commercial Code in and to
the following, whether now owned or hereafter acquired by the Debtor, which
security interest is hereby granted:


 


(i)                                     All
Accounts of the Debtor;


 


(ii)           All Chattel Paper (electronic and
tangible) and contract rights of the Debtor;


 


(iii)          All General Intangibles of the Debtor;


 


(iv)          All Instruments of the Debtor
including promissory notes;


 


(v)           All machinery, Equipment, Goods,
Consumer Goods, Software embedded in Goods, Goods covered by Documents,
furniture, Fixtures and personal property of the Debtor including motor
vehicles;


 


(vi)          All Inventory of the Debtor;


 


(vii)         All of the Debtor’s Deposit Accounts
(general or special) with and credits and other claims against the Lender;


 


(viii)        All Investment Property of the Debtor;


 


(ix)           All security interests held by the
Debtor;


 


(x)            All Documents of the Debtor;


 


(xi)           All Letter of Credit Rights of the
Debtor;


 


(xii)          All Supporting Obligations of the
Debtor;


 


(xiii)         All insurance Proceeds of or relating
to any of the foregoing;


 


(xiv)        All Accessions and additions to,
substitutions for, and replacements of any of the foregoing; and


 


(xv)         All Cash and Non-cash Proceeds of the
foregoing, including without limitation the Proceeds in the Collateral Accounts
(as hereinafter defined).


 


Any term used in the
Uniform Commercial Code as adopted in the State of Ohio and not defined in this
Security Agreement has the same meaning as in the Uniform Commercial Code as
adopted in the State of Ohio.


 


Anything contained herein
to the contrary notwithstanding, the Collateral shall not include any interest
of the Debtor in any contract, license, permit or similar general intangible if
the granting of a security interest therein is prohibited by, or would cause a
termination of all or any material rights of the Debtor under, the terms of the
written agreement creating or evidencing such contract, license, permit or similar
intangible; provided, further, that, notwithstanding anything set forth in the
proviso set forth above to the contrary, to the extent not prohibited by law,
the Lender shall at all times have a security interest in all right of the
Debtor to payments of money due or to become due under any such contract,
license, permit or similar general intangible, and all proceeds thereof, and,
if and when the prohibition which prevents the granting of a security interest
in such property (or would cause such termination) is removed, terminated or
otherwise becomes unenforceable as a matter of law, the Lender will be deemed
to have, and at all times to have had, a security interest in such property and
the Collateral, to the fullest extent permitted by applicable law, will be
deemed to include, and at all times to have included, such property.


 


Section 2.              Lender Has Rights and Remedies of a Secured Party.  In addition to all rights and remedies given
to the Lender by this Security Agreement, the Lender shall have all the rights
and remedies of a secured party under the Uniform Commercial Code.


 


D-2

















 


Section 3.              Provisions Applicable to the Collateral.  The parties agree that the following
provisions shall be applicable to the Collateral during the term of this
Security Agreement:


 


(a)           Chief
Executive Offices; Books and Records.


 


(i)            The Debtor shall keep accurate and
complete books and records concerning the Collateral.


 


(ii)           The Debtor represents and warrants
that, as of the date hereof, its chief executive office is located at the
address set forth in Section 10.1 hereof. 
The Debtor shall not move its chief executive office except to such new
location as it may establish in accordance with paragraph (v) below.


 


(iii)          The Debtor represents and warrants
that it is incorporated in the State of
[                 ],
that its exact legal name is as set forth in the preamble to this Security Agreement
and that its organizational or charter number is
[                 ].


 


(iv)          The only original books of account and
records of the Debtor relating to all Accounts of the Debtor are, and shall
continue to be, kept at its chief executive office.  The location where such books of account and records are kept
shall not be changed except in accordance with paragraph (v) below.


 


(v)           The Debtor shall not establish any
new location for its chief executive office or for the place where such books
of account and records are kept until (A) it shall have given to the Lender
written notice of its intention to do so, clearly describing each such new
location and providing such other information in connection therewith as the
Lender may reasonably request, and (B), with respect to each such new location,
it shall have taken such action, satisfactory to the Lender (including without
limitation all action required by Section 4 hereof) as may be necessary to
maintain the security interest of the Lender in the Accounts granted hereunder
at all times fully perfected and in full force and effect.


 


(vi)          The Debtor will preserve its corporate
existence and not, in one transaction or a series of related transactions,
merge into or consolidate with any other entity, or sell all or substantially
all of its assets without the prior written consent of the Lender.


 


(vii)         The Debtor shall not change its state
of incorporation, its organizational or charter number or its legal name
without thirty (30) days’ prior written consent of the Lender.


 


(viii)        The Debtor shall not invoice an account
debtor or maintain its records relating to any Account in any name other than
its own proper corporate name or the names “RHS Solutions” or “Integrated
Comp.”


 


(b)           Inspection.  Upon reasonable prior notice to the Debtor,
the Lender shall have the right to review the books and records of the Debtor
concerning the Collateral and to copy the same and make excerpts therefrom, and
to inspect the Collateral, at all times during regular business hours; so long
as such inspections do not unreasonably interfere with or impede the operations
of the Debtor.


 


(c)           Debtor’s
Right to Collect Accounts.  Notwithstanding the security interest in the Accounts granted
hereunder, the Debtor shall have the right to collect its Accounts at its own
cost and expense until such time as the Lender shall have notified the Debtor
pursuant to paragraph (e) below that it has revoked such right.


 


(d)           Cash
Collateral Accounts. 
If any Event of Default (as that term is defined in the Loan Agreement)
shall occur and be continuing, the Lender shall have the right after notice to
the Debtor to cause to be opened and maintained with the Lender one or more
non-interest bearing bank accounts in the name of the Debtor as cash collateral
accounts (herein called “Collateral Accounts”).  Upon receipt of notice by the Debtor from the Lender that one or
more Collateral Accounts have been opened for the Debtor pursuant to this


 


D-3

















 


paragraph, the Debtor
shall cause all cash Proceeds collected by it to be delivered to the Lender
forthwith upon receipt, in the original form in which received, bearing such
endorsements or assignments by the Debtor as may be necessary to permit
collection thereof by the Lender, and for such purpose the Debtor hereby
irrevocably authorizes and empowers the officers and employees of the Lender to
endorse and sign the name of the Debtor on all checks, drafts, money orders or
other media of payment so delivered to it and such endorsements or assignments
shall, for all purposes, be deemed to have been made by the Debtor prior to any
endorsement or assignment thereof by the Lender.  The Lender may use any convenient or customary means for the
purpose of collecting such checks, drafts, money orders or other media of
payment.  Monies in the Collateral
Accounts shall be used by the Lender to reduce the Borrowers’ obligations under
the Notes, the Loan Agreement and this Security Agreement.  At such time as the Secured Obligations are
paid in full, the requirement that cash Proceeds be delivered to the Lender
shall terminate.


 


(e)           Collection
of Accounts by Lender. 
If any Event of Default (as that term is defined in the Loan Agreement)
shall occur and be continuing, the Lender shall have the right at any time (i)
to revoke the right of the Debtor to collect its Accounts pursuant to paragraph
(c) above by written notice to the Debtor to such effect, (ii) to take over and
direct collection of the Accounts of the Debtor, (iii) to give notice of the
Lender’s security interest in the Accounts to any or all of the account debtors
or makers obligated to the Debtor thereon, (iv) to direct such account debtors
to make payment of the Accounts directly to the Lender (and at the request of
the Lender the Debtor shall indicate on all billings to account debtors that
payments thereon are to be made to the Lender), and (v) to take control of the
Accounts of the Debtor and the Proceeds thereof and to take possession of all
of the Debtor’s books and records relating thereto, with full power and
authority in the name of the Lender or of the Debtor to enforce, collect, sue
for, receive, compromise, settle and receipt for any and all of the
Accounts.  If any Account becomes
evidenced by a promissory note or other instrument for the payment of money,
the Debtor shall at the Lender’s request deliver any such instrument to the
Lender duly endorsed to the order of the Lender as additional Collateral under
this Security Agreement.  It is
understood and agreed by the Debtor that the Lender shall have no liability
whatsoever to the Debtor under this paragraph (e) except for its own gross
negligence or willful misconduct.


 


(f)            Funds
in Collateral Accounts; Control.  All cash Proceeds received by the Lender
from the Debtor pursuant to paragraph (d) above or by the Lender directly from
account debtors pursuant to paragraph (e) above shall be deposited in the
Lender’s Collateral Account as further security for the Secured
Obligations.  The Lender shall have sole
dominion and control over all funds deposited in each Collateral Account and
such funds may be withdrawn therefrom only by or at the direction of the
Lender.


 


(g)           Account
Verification.  If
an Event of Default shall occur and be continuing, the Lender may, without
notice to the Debtor, verify with any account debtor of the Debtor the status
of any accounts payable by such account debtor.  The Debtor from time to time shall execute and deliver such
instruments and take all such action as the Lender may reasonably request in
order to effectuate the purpose of this paragraph (g).


 


(h)           Notice
of Adverse Change. 
The Debtor shall immediately notify the Lender of any material adverse
change of which it has knowledge which is reasonably likely to affect the
ultimate collectibility of any Account in excess of $250,000.


 


(i)            Location
of Tangible Personal Property.  The Debtor represents and warrants that with respect to the items
of tangible personal property described in clauses (v) and (vi) of
Section 1 of this Security Agreement, all of such property, as of the date
hereof, is located as specified in Exhibit A attached hereto.  The Debtor shall not retain any property at
any location, other than those specified in Exhibit A, unless prior to
moving any property to such a location, the Debtor will have given five (5) Business
Days notice to the Lender.


 


(j)            Sale
of Assets. 
Notwithstanding the security interest in the Debtor’s property granted
hereunder, the Debtor shall have the right to sell or otherwise dispose of
Collateral to the extent permitted under Section 9.9 of the Loan Agreement,
free and clear of such security interest, but in such event such security
interest shall continue in the Proceeds of such sales.


 


D-4

















 


Section 4.              Preservation and Protection of Security Interests.  The Debtor shall faithfully preserve and
protect the Lender’s security interest in its Collateral and shall, at its own
cost and expense, cause such security interest to be perfected and continued
perfected so long as the Secured Obligations or any portion thereof is
outstanding and unpaid, and for such purpose the Debtor shall from time to time
at the request of the Lender file or record, or cause to be filed or recorded,
such instruments, documents and notices, including without limitation,
financing statements and continuation statements, as the Lender may deem
necessary or advisable from time to time in order to perfect and continue
perfected said security interests.  The
Debtor shall do all such other acts and things and shall execute and deliver
all such other instruments and documents, including without limitation further
security agreements, pledges, endorsements, assignments and notices, as the
Lender may deem reasonably necessary or advisable from time to time in order to
perfect and preserve the priority of said security interest as a perfected
first lien security interest in the Collateral prior to the rights of any other
secured party or lien creditor except as otherwise permitted herein or in the
Loan Agreement.  The Lender, and its
officers, employees and authorized agents, or any of them, are hereby
irrevocably appointed the attorneys-in-fact of the Debtor to execute financing
statements or continuation statements without the Debtor’s signature appearing
thereon.


 


Section 5.              Application of Moneys.  Except as otherwise provided herein, if any
Event of Default shall occur and be continuing, all moneys in all Collateral
Accounts and all moneys which the Lender shall receive upon realization of any
and all Collateral may be applied by or at the direction of the Lender in the
following manner:


 


(a)           First, to the payment or
reimbursement of all reasonable advances, expenses and disbursements of the
Lender (including, without limitation, the reasonable fees and disbursements of
its counsel and agents) incurred in connection with the administration and
enforcement of, or the preservation of any rights under, this Security
Agreement or the Loan Agreement or in the collection of the obligations of the
Borrowers under the Notes; and


 


(b)           Second, to be applied in any manner
desired by the Lender to the satisfaction of the Secured Obligations.


 


Section 6.              Certain Representations and Covenants.  The Debtor agrees, subject to its right as
provided in paragraph (c) of Section 3 hereof, from and after the date of this
Security Agreement and until payment in full of the Secured Obligations, as
follows:


 


(a)           Title
and Liens.  It has
and will have good and marketable title to the Collateral from time to time
owned or acquired by it, free and clear of all liens, encumbrances, pledges and
security interests, except such as have been granted to the Lender and such as
have not been prohibited pursuant to Section 9.2 of the Loan Agreement; and the
security interests of the Lender in the Collateral are perfected lien security
interests, prior to the rights of any other secured party or lien creditor
except as permitted by Section 9.2 of the Loan Agreement.  The Debtor shall defend its title to the
Collateral against the claims and demands of all persons whomsoever.


 


(b)           Negative
Pledge.  It shall
not, without the prior written consent of the Lender, (i) sell, assign or
transfer any Accounts, (ii) grant or create or permit to exist any lien,
encumbrance, pledge or security interest on, or in any of the Collateral or any
other personal property, real property or fixtures of the Debtor except such as
have not been prohibited pursuant to Section 9.2 of the Loan Agreement,
(iii) permit any levy or attachment to be made against any of the
Collateral that remains undischarged or unremoved for more than sixty (60) days,
or (iv) file any financing statement with respect to any of the
Collateral, except financing statements in favor of the Lender or by lessors
under true leases of personal property and similar protective filings that do
not secure indebtedness for borrowed funds, and except such as have not been
prohibited pursuant to Section 9.2 of the Loan Agreement.


 


(c)           Risk
of Loss; Insurance. 
Risk of loss of, damage to, or destruction of, the Collateral is on the
Debtor to the extent that the Debtor now or hereafter owns or acquires such
Collateral.  If the Debtor fails to
effect and keep in full force and effect insurance covering the Collateral, or
fails to pay the premiums thereon when due, the Lender may do so for the account
of the Debtor and add the cost thereof to the Secured Obligations.  The Debtor hereby assigns and sets over unto
the Lender all moneys which may become payable on account of such insurance,
including without limitation any return or unearned premiums which may be due


 


D-5

















 


upon cancellation of any
such insurance, and directs the insurers to pay the Lender any amount so due;
provided, however, that in the event that an Event of Default (defined below)
has not occurred and is not then continuing, the Debtor shall be entitled to
retain and use such insurance proceeds to repair and replace any and all
damaged or destroyed machinery, Equipment, furniture, fixtures and personal
property of Debtor with respect to which such insurance proceeds relate.  The Lender, its officers, employees and
authorized agents are hereby irrevocably appointed the attorneys-in-fact of the
Debtor to endorse any draft or check which may be payable to the Debtor in
order to collect the proceeds of such insurance or any return of unearned
premiums.  Any balance of insurance
proceeds remaining in the possession of the Lender after payment in full of the
Secured Obligations shall be paid to the Debtor or its order.


 


(d)           Maintenance of Machinery and Equipment.  The Debtor agrees that it will maintain the
machinery and equipment which comprises part of the Collateral in good
condition, reasonable wear and tear alone excepted, and will pay and discharge
all taxes, levies and other impositions levied thereon (except such thereof as
are being contested in good faith by appropriate proceedings diligently
conducted) as well as the cost of repairs to or maintenance of the same.  If the Debtor fails to do so, the Lender may
pay such taxes, levies or impositions and the cost of such repairs or
maintenance for the account of the Debtor and add the amount thereof to the
Secured Obligations.


 


(e)           Care
of Collateral by Lender. 
The Lender shall be deemed to have exercised reasonable care in the
custody and preservation of such of the Collateral as may be in the Lender’s
possession if the Lender takes such action for that purpose as the Debtor shall
request in writing, provided that such requested action shall not, in the
judgment of the Lender, impair the Lender’s security interest in such Collateral
or its rights in, or the value of, such Collateral, and provided further that
such written request is received by the Lender in sufficient time to permit the
Lender to take the requested action.


 


Section 7.              Events of Default.  If any one or more of the following events
(each an “Event of Default”) shall occur and be continuing:


 


(a)           The Debtor shall default in the due
observation or performance of any of the covenants or agreements of the Debtor
contained in Sections 1, 3, 4 or 6(b) of this Security Agreement; or


 


(b)           The Debtor shall default in the due
observance or performance of any of the covenants or agreements of the Debtor
(other than those referred to in Section 7(a) hereof) and such default shall
continue without cure for thirty (30) days after written notice thereof shall
have been given to the Debtor by the Lender;


 


(c)           An Event of Default (as that term is
defined in the Loan Agreement) shall occur and be continuing;


 


(d)           The Debtor voluntarily or
involuntarily becomes subject to any proceeding under (i) the Bankruptcy
Code or (ii) any similar remedy under state statutory or common law; or


 


(e)           The Debtor fails to comply with any
federal, state or local law which may result in the forfeiture of property or
where non-compliance may have a significant effect on the collateral;


 


then in any such event,
the Lender shall have such rights and remedies in respect of the Collateral or
any part thereof as are provided by the Uniform Commercial Code and such other
rights and remedies in respect thereof which it may have at law or in equity or
under this Security Agreement, including without limitation the right to enter
any premises where any Collateral is located and take possession of the same
without demand or notice and without prior judicial hearing or legal
proceedings, which the Debtor hereby expressly waives, and to sell all or any
portion of the Collateral at public or private sale without prior notice to the
Debtor except as otherwise required by law (and if notice is required by law,
after ten days’ prior written notice) at such place or places and at such time
or times and in such manner and upon such terms, whether for cash or on credit,
as the Lender in its sole discretion may determine.  Upon any such sale of any of the Collateral, the Lender may, to
the extent permitted by applicable law, purchase all or any of the Collateral
being sold, free from any equity or right of redemption.  The Lender shall apply the proceeds of any
such sale and any proceeds received by the Lender from the collection of
Accounts and Proceeds to the obligations of the Borrowers as provided in
Section 5 hereof.


 


D-6

















 


If such proceeds are
insufficient to pay the amounts required by law, the Borrowers shall be,
jointly and severally, liable for any deficiency in the amount so realized from
the Collateral.


 


In addition, in any such
event, the Debtor shall promptly upon demand by the Lender assemble the
Collateral and make it available to the Lender at a place to be designated by
the Lender which shall be reasonably convenient to the Lender and the
Debtor.  The right of the Lender under
this Section to have the Collateral assembled and made available to it is of
the essence of this Security Agreement and the Lender may, at its election,
enforce such right by a bill in equity for specific performance.


 


The Debtor, to the extent
that it has any right, title or interest in any of the Collateral, waives and
releases any right to require the Lender to collect any of the Secured Obligations
from any other of the Collateral under any theory of marshalling of assets, or
otherwise, and specifically authorizes the Lender to apply any of the
Collateral against any of the Secured Obligations in any manner that the Lender
may determine.


 


Section 8.              Amendments, Waivers.  The provisions of this Security Agreement
may from time to time be waived, modified or amended only by a writing signed
by each of the parties hereto.


 


Section 9.              Defeasance.  Upon payment in full of the Secured
Obligations, this Security Agreement shall terminate and be of no further force
and effect; and in such event, the Lender shall, at the expense of the
Borrowers, redeliver and reassign the Collateral to the Debtor and take all
action necessary to terminate the security interests of the Lender in the
Collateral.  Until such time, however,
this Security Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns.


 


Section 10.            Miscellaneous.


 


10.1        Notices.  All notices, requests and demands to or upon
the parties hereto to be effective shall be in writing and, unless otherwise
expressly provided herein, shall be deemed to have been duly given or made when
delivered in accordance with the provisions of Section 11.1 of the Loan
Agreement.


 


10.2        No
Implied Rights or Waivers.  No notice to or demand on the Debtor in any case shall entitle
the Debtor to any other or further notice or demand in the same, similar and
other circumstances.  Neither any
failure nor any delay on the part of the Lender in exercising any right, power
or privilege hereunder or under the Loan Agreement or the Notes shall operate
as a waiver thereof, nor shall a single or partial exercise thereof preclude
any other or further exercise of the same or the exercise of any other right,
power or privilege.


 


10.3        Applicable
Law.  This
Security Agreement, the Loan Agreement and the Notes shall be deemed to be
contracts made under and shall be construed in accordance with and governed by
the laws of the State of Ohio without giving effect to its choice of law
provisions.


 


10.4        Counterparts.  This Security Agreement may be signed in any
number of counterparts with the same effect as if the signatures thereto were
upon the same instrument.


 


10.5        Headings.  The headings of this Security Agreement are
inserted for convenience only and shall not be deemed to constitute a part
hereof.


 


10.6        Severability.  Any provision of this Security Agreement
which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or
effecting the validity or enforceability of such provisions in any other
jurisdiction.


 


10.7        Assignment.  This Security Agreement shall bind and inure
to the benefit of any successor or assign of the Lender and if any such
assignment is made, the Debtor shall render performance under this Security
Agreement to the assignee.  The Debtor
may not assign its rights or obligations under this Security Agreement.


 


D-7

















 


10.8        Entire
Agreement.  This
Security Agreement and Exhibit A hereto reflect the entire understanding of the
parties with respect to the subject matter hereof and supersede all prior
agreements or understandings with respect thereto in their entirety.


 


IN WITNESS WHEREOF, the
parties hereto, by their officers thereunto duly authorized, have executed and
delivered this Security Agreement the day and year first above written.


 


	
  LENDER:

  	
   

  	
  DEBTOR:

  
	
   

  	
   

  	
   

  
	
  BANK ONE, N.A.

  	
   

  	
   

  	
  ,

  
	
   

  	
   

  	
  a(n)
                   corporation

  



 


 


	
  By:

  	
  /s/
  Mark S. Slayman

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Mark
  S. Slayman,

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Vice
  President

  	
   

  	
  Title:

  	
   

  	
   

  
								



 


D-8

















 


EXHIBIT
A


 


Locations
of Tangible Personal Property


 




	
  Street Address

  	
   

  	
  City, State Zip

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  300 East
  Lombard, Suite 810

  	
   

  	
  Baltimore, MD

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  5771 Mayfair
  Road

  	
   

  	
  N. Canton,
  OH  44720

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  600 N. Bell
  Avenue, Suite 2705

  	
   

  	
  Carnegie,
  PA  15106

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  400 Allen Drive,
  Ste 400

  	
   

  	
  Charleston,
  WV  25302

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  9100 South Hills
  Bend, Ste 300

  	
   

  	
  Cleveland,
  OH  44147

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  6377 Emerald
  Parkway

  	
   

  	
  Dublin,
  Ohio  43016

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  600 North Bell
  Avenue, Suite 2700

  	
   

  	
  Pittsburgh,
  PA  15106

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2310 North
  Molter Rd., Suite 204

  	
   

  	
  Spokane, WA  99202

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  3425 Executive
  Pkwy, Ste 112

  	
   

  	
  Toledo, OH  43606

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  3445 Peachtree
  Rd NE, Suite 1100

  	
   

  	
  Atlanta, GA  30326

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  3800 Concorde
  Pkwy, Ste 2000

  	
   

  	
  Chantilly, VA
  22021

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  7422 Carmel
  Executive Park Dr, Ste 212

  	
   

  	
  Charlotte,
  NC  28226

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  9475 Loptsford
  Rd, Ste 220

  	
   

  	
  Largo, MD  20774

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  1800 Bayberry
  Ct, Ste 200

  	
   

  	
  Richmond,
  VA  23226

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  7731 East Kemper
  Road

  	
   

  	
  Cincinnati,
  OH  45249

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  851 Corporate
  Dr, Ste 302

  	
   

  	
  Lexington,
  KY  40503

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  3445 Executive
  Center Dr, Ste 201

  	
   

  	
  Austin, TX  78731

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  1705 West
  Northwest Hwy, #165 & 170

  	
   

  	
  Grapevine,
  TX  76051

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  5815 Callaghan
  Rd, Ste. 100

  	
   

  	
  San Antonio,
  TX  78228

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  222 E. Van
  Buren, Suite 617

  	
   

  	
  Harlingen, TX
  78550

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  3011 West Grand
  Blvd

  	
   

  	
  Detroit, MI  48202

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  5990 Sepulveda
  Blvd

  	
   

  	
  Van Nuys,
  CA  91411

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  5000 Airport
  Plaza Drive

  	
   

  	
  Long Beach,
  CA  90806

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  10880 Wilshire
  Blvd

  	
   

  	
  Los Angeles,
  CA  90024

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2101 Webster
  Street

  	
   

  	
  Oakland, CA  94612

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  505 Fourteenth
  Street

  	
   

  	
  Oakland, CA  94612

  	
   

  






 


D-9

















 




	
  333 South Anita
  Drive

  	
   

  	
  Orange, CA

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  5820 Stoneridge
  Mall Road, Ste. 200

  	
   

  	
  Pleasanton, CA 
  94588

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  11290 Point East
  Drive, Ste 140

  	
   

  	
  Rancho Cordova, CA 
  95742

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  1851 Heritage
  Lane

  	
   

  	
  Sacramento, CA 
  95833

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2535 Capitol
  Oaks Drive

  	
   

  	
  Sacramento, CA 
  95833

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  409 Camino del
  Rio South

  	
   

  	
  San Diego, CA 
  92108

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2800 W. March
  Lane

  	
   

  	
  Stockton, CA 
  95219

  	
   

  






 


D-10

















 


EXHIBIT
E


 


AMENDED AND RESTATED SECURITY AGREEMENT


RE:  PATENTS,
TRADEMARKS AND COPYRIGHTS


 


THIS AMENDED AND RESTATED
SECURITY AGREEMENT RE: PATENTS, TRADEMARKS AND COPYRIGHTS (the “Agreement”) is
made and entered into as of October 3, 2003 by and between
                                            ,
a(n)
                       
corporation, with a mailing address at c/o CompManagement, Inc., 6377 Emerald
Parkway, Dublin, Ohio 43016 (the “Debtor”), and BANK ONE, N.A, with a mailing
address at 100 East Broad Street, Columbus, Ohio 43271-0171 (the “Lender”).


 


Background


 


The following is a mutual statement
by the parties of certain factual matters which form the basis of this
Agreement.


 


A.            Loans.  The Debtor, the other Borrowers named in the
Loan Agreement (defined below), WC Holdings, Inc., a Delaware corporation, and
the Lender have entered into a certain Amended and Restated Loan Agreement of
even date herewith (as the same may be hereafter amended, restated, modified or
supplemented from time to time, the “Loan Agreement”) pursuant to which the
Lender has agreed to lend to the Borrowers (i) the maximum sum of
$8,000,000 under a revolving line of credit (the “Revolving Credit
Commitment”), (ii) a term loan in the maximum sum of $31,479,166.64 (the
“Term Loan”) and (iii) a term loan in the maximum sum of $12,000,000 (the
“Octagon Interim Term Loan”).  The
Revolving Credit Commitment is evidenced by a master promissory note (as the
same may be hereafter amended, restated, modified or supplemented from time to
time, the “Revolving Credit Note”) of the Borrowers.  The borrowings under the Revolving Credit Commitment are
sometimes hereinafter referred to as the Revolving Credit Loans.  The borrowing under the Term Loan is
evidenced by a promissory note (as the same may be hereafter amended, restated,
modified or supplemented from time to time, the “Term Note”), and the borrowing
under the Octagon Interim Term Loan is evidenced by a promissory note (as the
same may be hereafter amended, restated, modified or supplemented from time to
time, the “Octagon Interim Term Note” and, collectively with the Revolving
Credit Note and the Term Note, the “Notes”). 
The Revolving Credit Loans, Term Loan and Octagon Interim Term Loan are
hereinafter collectively referred to as the “Loans.”  Capitalized terms used in this Security Agreement that are not
otherwise defined herein shall have the meanings ascribed to them in the Loan
Agreement.


 


B.            Security
Interest.  The
Lender is willing to make the Loans to the Borrowers upon the condition that
the Debtor grant to and create in favor of the Lender security interests in
certain property of the Debtor as security for (i) the payment of the
Notes, (ii) the payment of all amounts owing pursuant to this Security
Agreement, the Loan Agreement and the other Loan Documents, (iii) the
performance by the Borrowers of, and compliance with, all of the terms,
covenants, conditions, stipulations and agreements contained in this Security
Agreement, the Loan Agreement, the Notes and the other Loan Documents,
(iv) the repayment of (a) any amounts the Lender may advance or spend
for the maintenance or preservation of the Collateral and (b) any other
expenditures that the Lender may make under the provisions of this Security
Agreement or for the benefit of the Debtor, (v) all amounts owed under any
modification, renewals or extensions of any of the foregoing obligations,
(vi) any and all obligations, contingent or otherwise, whether now
existing or hereafter arising, of any Borrower to the Lender arising under or
in connection with any Rate Management Transaction, and (vii) any of the
foregoing that arises after the filing of a petition by or against the Debtor
under the Bankruptcy Code, even if the obligations do not accrue because of the
automatic stay under Bankruptcy Code §362 or otherwise (collectively, the
“Secured Obligations”).  The Debtor has
determined that the execution and delivery of this Agreement is in furtherance
of its corporate purposes and in its best interest and that it will derive
substantial benefit, whether directly or indirectly, from the execution of this
Agreement, having regard for all relevant facts and circumstances.  This Agreement amends and restates that
certain Security Agreement Re: Patents, Trademarks and Copyrights dated as of
December 21, 2000 between the parties hereto.


 


Statement
of Agreement


 


For and in consideration
of the Loans made by the Lender to the Borrowers, and intending to be legally
bound hereby, the parties hereto covenant and agree as follows:


 


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Section 1.  Grant
of Security Interest in the Collateral; Obligations Secured.  (a) The Debtor hereby:


 


(1)           mortgages, pledges and grants to the
Lender a security interest in, and acknowledges and agrees that the Lender has
and shall continue to have a continuing security interest in, any and all
right, title and interest of the Debtor, whether now existing or hereafter
acquired or arising, in and to the following:


 


(i)            Patents.  Patents, whether now owned or
hereafter acquired, or in which Debtor now has or hereafter acquires any rights
(the term “Patent”  means and includes (A) all letters patent of the United
States of America or any other country or any political subdivision thereof,
now existing or hereafter acquired, all registrations and recordings thereof,
and all applications for letters patent of the United States of America or any
other country or any political subdivision thereof, now existing or hereafter
acquired, including without limitation registrations, recordings and applications
therefor in the United States Patent and Trademark Office or any other country
or any political subdivision thereof and (B) all reissues, continuations,
continuations-in-part or extensions thereof), including without limitation each
Patent listed on Schedule A-1 hereto, and all of the inventions now or
hereafter described and claimed in the Debtor’s Patents;


 


(ii)           Patent
Licenses.  Patent
Licenses, whether now owned or hereafter acquired, or in which the Debtor now
has or hereafter acquires any rights (the term “Patent Licenses”  means
and includes any written agreement granting to any person any right to exploit,
use or practice any invention on which a Patent is owned by another person),
including without limitation each Patent License listed on Schedule A-2 hereto,
and all royalties and other sums due or to become due under or in respect of
the Debtor’s Patent Licenses, together with the right to sue for and collect
all such royalties and other sums;


 


(iii)         Trademarks.  Trademarks, whether now owned or
hereafter acquired, or in which the Debtor now has or hereafter acquires any
rights (the term “Trademarks”  means and includes (A) all trademarks,
trade names, trade styles, service marks and logos, all prints and labels on
which said trademarks, trade names, trade styles, service marks and logos have
appeared or appear and all designs and general intangibles of like nature, now
existing or hereafter adopted or acquired, all registrations and recordings
thereof, and all applications in connection therewith, including without
limitation registrations, recordings and applications in the United States
Patent and Trademark Office or in any similar office or agency of the United
States of America, any state thereof or any other country or any political
subdivision thereof and (B) all renewals thereof), including without limitation
each Trademark application and registration listed on Schedule B-1 hereto, and
all of the goodwill of the business connected with the use of, and symbolized
by, each Trademark;


 


(iv)          Trademark
Licenses.  Trademark
Licenses, whether now owned or hereafter acquired, or in which the Debtor now
has or hereafter acquires any rights (the term “Trademark Licenses”  means
and includes any written agreement granting to any person any right to use or
exploit any Trademark or Trademark registration of another person), including
without limitation the agreements described in Schedule B-2 hereto, and all of
the goodwill of the business connected with the use of, and symbolized by, each
Trademark licensed and all royalties and other sums due or to become due under
or in respect of the Debtor’s Trademark Licenses, together with the right to
sue for and collect all such royalties and other sums;


 


(v)            Copyrights.  Copyrights and Copyright
registrations, whether now owned or hereafter acquired, or in which the Debtor
now has or hereafter acquires any rights (the term “Copyrights”  means
and includes (A) all original works of authorship fixed in any tangible medium
of expression, now existing or hereafter adopted or acquired, all registrations
and recordings thereof, and all applications in connection therewith, including
without limitation registrations, recordings and applications in the United
States Copyright Office or in any similar office or agency of the United States
of America, any state thereof or any


 


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other country or any political subdivision thereof and
(B) all renewals thereof), including without limitation each Copyright
registration listed on Schedule C-1 hereto;


 


(vi)          Copyright
Licenses.  Copyright
Licenses, whether now owned or hereafter acquired, or in which the Debtor now
has or hereafter acquires any rights (the term “Copyright Licenses”  means
and includes any written agreement granting to any person any right to use or
exploit any Copyright or Copyright registration of another person), including
without limitation the agreements described in Schedule C-2 hereto, and all
royalties and other sums due or to become due under or in respect of the
Debtor’s Copyright Licenses, together with the right to sue for and collect all
such royalties and other sums; and


 


(vii)         Proceeds
and Products.  All  proceeds
and products of the foregoing and all insurance of the foregoing and proceeds
thereof, whether now existing or hereafter arising, including without
limitation (A)  any claim of the Debtor against third parties for damages
by reason of past, present or future infringement of any Patent or any Patent
licensed under any Patent License, (B) any claims by the Debtor against third
parties for damages by reason of past, present or future infringement or
dilution of any Trademark or of any Trademark licensed under any Trademark
License, or for injury to the goodwill of the business connected with the use
of, or symbolized by, any Trademark or of any Trademark licensed under any
Trademark License, (C) any claim of the Debtor against third parties for
damages by reason of past, present or future infringement of any Copyright or
any Copyright licensed under any Copyright License, and (D) any claim of the
Debtor against third parties for damages by reason of past, present or future
infringement of any Copyright or any Copyright licensed under any Copyright
License, and (E) any claim by the Debtor against third parties for damages by
reason of past, present or future misappropriation or wrongful use or
disclosure of any trade secret or other property or right described above or of
any such trade secret or other property or right licensed under any license or
agreement described above, and together with the right to sue for and collect
the damages described in the immediately preceding clauses (A), (B), (C) and
(D);


 


all of the foregoing being herein sometimes referred
to as the “Collateral”; provided, however, that the Collateral described above
shall not include any interest of the Debtor in any contract, license, permit
or similar general intangible if the granting of a security interest therein is
prohibited by the terms of the written agreement creating or evidencing such
contract, license, permit or similar intangible, provided, further,  that,
notwithstanding anything set forth in the proviso set forth above to the
contrary, to the extent not prohibited by law, the Lender shall at all times
have a security interest in all rights of the Debtor to payments of money due
or to become due under any such contract, license, permit or similar general
intangible, and all proceeds thereof, and, if and when the prohibition which
prevents the granting of a security interest in any such property is removed,
terminated or otherwise becomes unenforceable as a matter of law, the Lender
will be deemed to have, and at all times to have had, a security interest in
such property and the Collateral will be deemed to include, and at all times to
have included, such property; and


 


(2)           in furtherance of granting such
security interest, grants, bargains, sells, transfers, conveys and assigns as
security to the Lender the Patents, the Patent Licenses, the Copyrights and the
Copyright Licenses. Notwithstanding anything herein to the contrary, this
Agreement shall not operate as a sale, transfer, conveyance or other assignment
to Lender of any applications by the Debtor for a Trademark based on an intent
to use the same if and so long as such application is pending and not matured
into a registered Trademark (such pending applications which are based on
intent to use being hereinafter referred to collectively as “Intent-To-Use
Applications”),  but rather, if and so long as the Debtor Intent-To-Use Application
is pending this Agreement shall operate only to create a security interest for
collateral purposes in favor of Lender on such Intent-To-Use Application as
collateral security for the Secured Obligations.


 


(b)            This Agreement, including the security
interest granted hereunder, is made and given to secure, and shall secure, the
prompt payment or performance in full when due, whether by lapse of time,
acceleration or otherwise, of the Secured Obligations.


 


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Section 2.  Continuing
Agreement; Termination and Release. 
This Agreement is made for collateral purposes only. This
Agreement shall be a continuing agreement in every respect and shall remain in
full force and effect until all of the Secured Obligations shall have been
fully paid and satisfied and all of the Lender’s obligations to provide credit
under the Loan Agreement shall have terminated. Upon such termination of this
Agreement, the Lender shall, upon the request and at the expense of the Debtor,
forthwith release, assign and transfer, without recourse, and, to the extent
applicable, deliver, against receipt and without recourse to the Lender, such
of the Collateral as may then be in the possession of the Lender and as shall
not have been sold or otherwise applied pursuant to the terms hereof to or on
the order of the Debtor. Said release, assignment, transfer and delivery shall
include an instrument in form recordable in the United States Patent and
Trademark Office and the United States Copyright Office by which the Lender
shall terminate, release and, without representation, recourse or warranty,
reassign to the Debtor all rights in each Patent, Patent License, Trademark,
Trademark License, Copyright and Copyright License, including each registration
thereof and application therefor, conveyed and transferred to the Lender
pursuant to this Agreement.


 


Section 3.  No
Release.  Nothing
set forth in this Agreement shall relieve the Debtor from the performance of
any term, covenant, condition or agreement on the Debtor’s part to be performed
or observed under or in respect of any of the Collateral or from any liability
to any party under or in respect of any of the Collateral or impose any
obligation on the Lender to perform or observe any such term, covenant,
condition or agreement on the Debtor’s part to be so performed or observed or
impose any liability on the Lender for any act or omission on the part of the
Debtor relative thereto or for any breach of any representation or warranty on
the part of the Debtor contained in this Agreement or under or in respect of
the Collateral or made in connection herewith or therewith.


 


Section 4.  Use of
Collateral.  Notwithstanding
anything to the contrary contained herein, until an Event of Default has occurred
and is continuing and until otherwise notified by the Lender, the Debtor may
continue to exploit, license, use, enjoy and protect the Collateral throughout
the world and the Lender shall from time to time execute and deliver, upon
written request of the Debtor, any and all instruments, certificates or other
documents, in the form so requested, necessary or appropriate in the reasonable
judgment of the Debtor to enable the Debtor to continue to exploit, license,
use, enjoy and protect the Collateral throughout the world. In furtherance of
the foregoing but subject to Sections 9 and 10 hereof, the Lender grants to the
Debtor an exclusive, perpetual, world-wide, royalty-free right and license,
with the right to exploit, license, use, enjoy and protect the Patents, the
Patent Licenses, the Copyrights and the Copyright Licenses for any and all
purposes.


 


Section 5.  Representations
and Warranties of the Debtor. 
The Debtor hereby represents and warrants to the Lender as
follows:


 


(a)           The Debtor is, and, as to the
Collateral acquired by it from time to time after the date hereof, the Debtor
will be, the owner or, as applicable, licensee of all the Collateral. The
Debtor’s rights in the Collateral are and shall remain free and clear of any
lien, pledge, security interest, encumbrance, assignment, collateral assignment
or charge of any kind, including without limitation any filing of, or agreement
to file, a financing statement as debtor under the Uniform Commercial Code or
any similar statute, except for the lien and security interest created by this
Agreement and Permitted Liens. The Debtor has made no previous assignment,
conveyance, transfer or agreement in conflict with the liens granted hereby.
The Debtor further represents and warrants to the Lender that Schedules A-1,
A-2, B-1, B-2, C-1 and C-2 hereto, respectively, are true and correct lists of
all Patents, Patent Licenses, Trademarks, Trademark Licenses, Copyrights and
Copyright Licenses owned or used by the Debtor as of the date hereof and that
Schedules A-1, A-2, B-1, B-2, C-1 and C-2 are true and correct with respect to
the matters set forth therein as of the date hereof.


 


(b)           The Debtor has made all necessary
filings and recordations to protect its interests in the Collateral in each
case to the extent a failure to do so could reasonably be expected to have a
Material Adverse Effect.


 


(c)           The Debtor owns directly or has
rights to use all the Collateral and all rights with respect to any of the
foregoing used in or necessary for the business of the Debtor in the ordinary
course as presently conducted, except where the failure to own or have such
rights would not have a Material Adverse Effect.  The use of the Collateral and all rights with respect to the
foregoing by the Debtor does


 


E-4

















 


not, to the actual knowledge of the Debtor, infringe,
in any material respect, on the rights of any party, nor has any claim of such
infringement been made.


 


(d)           Upon appropriate filings and the
acceptance thereof in the appropriate offices under the Uniform Commercial
Code, in the United States Patent and Trademark Office and the United States
Copyright Office, this Agreement will create a valid and duly perfected lien on
and security interest in the Collateral located in the United States of America
effective against purchasers from and creditors of the Debtor, subject to no
prior liens or encumbrances other than Permitted Liens.


 


Section 6.  Covenants
and Agreements of the Debtor. 
The Debtor hereby covenants and agrees with the Lender as
follows:


 


(a)           On a continuing basis, the Debtor
will, at the expense of the Debtor, subject to any prior licenses, encumbrances
and restrictions and prospective licenses, encumbrances and restrictions
permitted hereunder, make, execute, acknowledge and deliver, and file and
record in the proper filing and recording places within the United States of
America, all such instruments, including without limitation appropriate
financing and continuation statements and collateral agreements, and take all
such action as may reasonably be deemed necessary or advisable by the Lender
(i) to carry out the intent and purposes of this Agreement, (ii) to assure and
confirm to the Lender the grant or perfection of the security interest in the
Collateral intended to be created hereby, subject to no prior Liens or
encumbrances other than Permitted Liens, for the benefit of the Lender or (iii)
to enable the Lender to exercise and enforce its rights and remedies hereunder
with respect to the Collateral.


 


(b)           Without limiting the generality of
the foregoing paragraph (a) of this Section 6, the Debtor (i) will not enter
into any agreement that would impair or conflict with the Debtor’s obligations
hereunder; (ii) will, promptly following its becoming aware thereof, notify the
Lender of (x) any final adverse determination in any proceeding in the United
States Patent and Trademark Office or the United States Copyright Office that
could reasonably be expected to have a Material Adverse Effect or (y) the
institution of any proceeding or any adverse determination in any federal,
state, local or foreign court or administrative body regarding the Debtor’s
claim of ownership in or right to use any of the Collateral, its right to
register any such Collateral or its right to keep and maintain such
registration, in each case, that could reasonably be expected to have a
Material Adverse Effect; (iii) will preserve and maintain all rights in the
Collateral, unless no longer used in the ordinary course of the Debtor’s
business or no longer deemed necessary to the Debtor’s business; (iv) will not
grant or permit to exist any lien or encumbrance upon or with respect to the
Collateral or any portion thereof except Permitted Liens and will not execute
any security agreement or financing statement covering any of the Collateral
except in favor of the Lender; (v) will not permit to lapse or become abandoned
(unless no longer used in the ordinary course of the Debtor’s business or no
longer deemed necessary to the Debtor’s business), or settle or compromise any
pending or future material litigation or material administrative proceeding
with respect to any Collateral that could reasonably be expected to have a
Material Adverse Effect without the prior written consent of the Lender (which
consent shall not be unreasonably withheld), or, except for licenses of
Collateral in the ordinary course of business, contract for sale or otherwise
sell, convey, assign or dispose of, or grant any option with respect to, the
Collateral or any portion thereof; (vi) upon the Debtor obtaining knowledge
thereof, will promptly notify the Lender in writing of any event that could
reasonably be expected to have a Material Adverse Effect on the value of any of
the Collateral, the ability of the Debtor or the Lender to dispose of any such
Collateral or the rights and remedies of the Lender in relation thereto,
including without limitation a levy or threat of levy or any legal process
against any such Collateral that could reasonably be expected to have a
Material Adverse Effect; (vii) will diligently keep reasonable records
respecting the Collateral; (viii) hereby authorizes the Lender, in its sole
discretion, to file one or more financing or continuation statements relative
to all or any part of the Collateral without the signature of the Debtor where
permitted by law (and the Collateral Agent agrees to provide the Debtor notice
after any such filing is made pursuant to this clause (viii), provided  the
failure to give such notice shall not affect the validity or enforceability of
the relevant filing; (ix) will furnish to the Lender from time to time
statements and schedules further identifying and describing the Collateral and
such other materials evidencing or reports pertaining to the Collateral as the
Lender may reasonably request, all in reasonable detail; (x) will pay when due
any and all taxes, levies, maintenance fees, charges, assessments, licenses
fees and similar taxes or impositions payable


 


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in respect of the Collateral except to the extent
being contested in good faith by appropriate proceedings which prevent the
enforcement of the matter being contested (and for which the Debtor has
established adequate reserves) and do not interfere with the business of the
Debtor in the ordinary course or unless no longer necessary to the Debtor’s
business; and (xi) comply in all material respects with all laws, rules and
regulations applicable to the Collateral.


 


(c)           If, before the Secured Obligations
shall have been paid and satisfied in full, the Debtor shall obtain any rights
to or become entitled to the benefit of any new patent, patent application,
service mark, trade name, trademark, trademark application, trademark
registration, copyright, copyright application, copyright registration, license
renewal or extension, or patent for any reissue, division, continuation,
renewal, extension, or continuation-in-part of any Patent or any improvement on
any Patent, the provisions of this Agreement shall automatically apply thereto
and the same shall automatically constitute Collateral and be and become
subject to the assignment, lien and security interest created hereby, as the
case may be, without further action by any party, all to the same extent and
with the same force and effect as if the same had originally been Collateral
hereunder. If the Debtor so obtains or becomes entitled to any of the rights
described above which are material, the Debtor shall promptly give written
notice thereof to the Lender. The Debtor agrees to confirm the attachment of
the lien and security interest created hereby to any such rights described
above by execution of instruments, including, but not limited to, instruments
for recordation with the United States Patent and Trademark Office and the United
States Copyright Office, in form and substance acceptable to the Lender.


 


(d)           The Debtor shall promptly notify the
Lender of any future Collateral and, upon receipt of such notice by the Lender,
Schedules A-1, A-2, B-1, B-2, C-1 and C-2 hereto shall be deemed amended to
include reference to any such future Collateral.


 


(e)           The Debtor shall prosecute diligently
applications for the Patents, Trademarks and Copyrights now or hereafter
pending and make application on unpatented but patentable inventions and
registrable but unregistered Trademarks and Copyrights, that, in each case, in
the Debtor’s reasonable judgment would be materially beneficial to the business
of the Debtor in the ordinary course as presently, and as now contemplated will
be, conducted, file and prosecute opposition and cancellation proceedings and
perform all acts necessary to preserve and maintain all rights in the
Collateral, unless as to any Patent, Trademark or Copyright, in the reasonable
judgment of the Debtor, such Patent, Trademark or Copyright has become
immaterial or obsolete to such business of the Debtor. Any expenses incurred in
connection with such actions shall be borne by the Debtor.


 


(f)            The Debtor will, with respect to the
Collateral, comply with the provisions regarding insurance contained in Section
8.7 of the Loan Agreement.


 


(g)           The Debtor shall not abandon any
right to file any material patent application, trademark application, service
mark application, copyright application, patent, trademark or copyright without
the prior written consent of the Lender, which consent shall not be
unreasonably withheld.


 


Section 7.  Supplements;
Further Assurances.  The
Debtor (i) agrees that it will join with the Lender in executing and, at its
own expense, file and refile, or permit the Lender to file and refile, such
financing statements, continuation statements and other instruments and
documents (including without limitation this Agreement) in such offices
(including without limitation the United States Patent and Trademark Office and
the United States Copyright Office) as the Lender may reasonably deem necessary
or appropriate in order to perfect and preserve the rights and interests
granted to the Lender hereunder and (ii) hereby authorizes the Lender to file
and refile such instruments and documents and any other instruments or
documents related thereto without the signature of the Debtor where permitted
by law and (iii) agrees to do such further acts and things, and to execute and
deliver to the Lender such additional instruments and documents, as the Lender
may require to carry into effect the purposes of this Agreement or to better
assure and confirm unto the Lender its respective rights, powers and remedies
hereunder. All of the foregoing are to be at the sole cost of the Debtor. Any
reasonable costs of the foregoing incurred by the Lender shall be payable by
the Debtor upon demand, together with interest thereon from the date of
incurrence at the Default Rate until so paid, and shall constitute additional
Secured Obligations.


 


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Section 8.  The
Lender May Perform.  If
the Debtor fails to perform any agreement contained herein after receipt of a
written request to do so from the Lender, the Lender may itself (upon ten (10)
days’ prior written notice to the Debtor unless the Lender in good faith
determines that immediate payment or performance is reasonably necessary to
protect or preserve the Collateral), but shall not be obligated to, perform, or
cause performance of, such agreement, and the reasonable expenses of the
Lender, including the reasonable fees and expenses of its counsel, so incurred
in connection therewith shall be payable by the Debtor.


 


Section 9.  Remedies.  Upon the occurrence and during
the continuation of any Event of Default, the Lender shall have, in addition to
all other rights provided herein, in the Loan Agreement or by law, the rights
and remedies of a Lender under the Uniform Commercial Code, and further the
Lender may, without demand and without advertisement, notice (except as
required by law), hearing or process of law, all of which the Debtor hereby
waives, at any time or times, sell and deliver any or all of the Collateral at
public or private sale, for cash, upon credit or otherwise, at such prices and
upon such terms as the Lender deems advisable, in its sole discretion. In
addition to all other sums due the Lender hereunder, the Debtor shall pay the
Lender all reasonable costs and expenses incurred by the Lender, including
reasonable attorneys’ fees and court costs, in obtaining, liquidating or
enforcing payment of the Collateral or the Secured Obligations or in the
prosecution or defense of any action or proceeding by or against the Lender or
the Debtor concerning any matter arising out of or connected with this
Agreement or the Collateral or the Secured Obligations.


 


Without in any way
limiting the foregoing, upon the occurrence and during the continuation of any
Event of Default, the Lender may to the full extent permitted by applicable
law, with ten (10) days’ prior notice to the Debtor, and without advertisement,
notice, hearing or process of law of any kind, all of which the Debtor hereby
waives, (i) exercise any and all rights as beneficial and legal owner of the
Collateral, including without limitation any and all consensual rights and
powers with respect to the Collateral and (ii) sell or assign or grant a
license to use, or cause to be sold or assigned or a license granted to use,
any or all of the Collateral or any part hereof, in each case free of all
rights and claims of the Debtor therein and thereto, but subject to any
existing licenses in the Collateral permitted under the terms of this
Agreement. In that connection, the Lender shall have the right to cause any or
all of the Collateral to be transferred of record into the name of the Lender
or its nominee as well as the right to impose (i) such limitations and
restrictions on the sale or assignment of the Collateral as the Lender may deem
to be necessary or appropriate to comply with any law, rule or regulation,
whether federal, state or local, having applicability to the sale or assignment
and (ii) requirements for any necessary governmental approvals.


 


Failure by the Lender to
exercise any right, remedy or option under this Agreement or any other
agreement between the Debtor and the Lender or provided by law, or delay by the
Lender in exercising the same, shall not operate as a waiver; no waiver shall
be effective unless it is in writing, signed by the party against whom such
waiver is sought to be enforced and then only to the extent specifically
stated. Neither the Lender nor any party acting as attorney for the Lender
shall be liable hereunder for any acts or omissions or for any error of
judgment or mistake of fact or law other than their gross negligence or willful
misconduct. The rights and remedies of the Lender under this Agreement shall be
cumulative and not exclusive of any other right or remedy which the Lender may
have.


 


Section 10.  Power
of Attorney.  The
Debtor hereby irrevocably appoints the Lender, its nominee, or any other person
whom the Lender may designate as the Debtor’s attorney-in-fact, with full
authority in the place and stead of the Debtor and in the name of the Debtor,
the Lender or otherwise, upon the occurrence and during the continuation of any
Event of Default, or if the Debtor fails to perform any agreement contained
herein within ten (10) days after the Lender’s written request, then to the
extent necessary to enable the Lender to perform such agreement itself, from
time to time in the Lender’s discretion, to take any action and to execute any
instrument which the Lender may deem necessary or advisable to accomplish the
purposes of this Agreement, including without limitation to record an
assignment of the Trademarks and Trademark Licenses, if any, to the Lender with
the United States Patent and Trademark Office, to prosecute diligently any
Patent, Trademark or Copyright or any application for Patents, Trademarks or
Copyrights pending as of the date of this Agreement or thereafter until the
Secured Obligations shall have been paid in full, to make application on
unpatented but patentable inventions and registrable but unregistered
Trademarks or Copyrights, to file and prosecute opposition and cancellation proceedings,
to do all other acts necessary or desirable to preserve all rights in
Collateral and otherwise to file any claims or take any action or institute any
proceedings which the Lender may deem necessary or desirable to accomplish the
purpose of this Agreement. The Debtor hereby ratifies and approves all acts of
any such attorney and agrees that neither the


 


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Lender nor any such
attorney will be liable for any acts or omissions nor for any error of judgment
or mistake of fact or law other than their gross negligence or willful
misconduct. The foregoing power of attorney, being coupled with an interest, is
irrevocable until the Secured Obligations have been fully paid and satisfied.


 


Section 11.  Application
of Proceeds.  The
proceeds and avails of the Collateral at any time received by the Lender upon
the occurrence and during the continuation of any Event of Default shall, when
received by the Lender in cash or its equivalent, be applied by or at the direction
of the Lender in the following manner:


 


(a)           First, to the payment or
reimbursement of all reasonable advances, expenses and disbursements of the
Lender (including, without limitation, the reasonable fees and disbursements of
its counsel and agents) incurred in connection with the administration and
enforcement of, or the preservation of any rights under, this Agreement or the
Loan Agreement or in the collection of the obligations of the Borrowers under
the Notes; and


 


(b)           Second, to be applied in any manner
desired by the Lender to the satisfaction of the Secured Obligations.


 


Section 12.  Miscellaneous.


 


(a)             The Debtor hereby indemnifies the
Lender for any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, reasonable costs, reasonable expenses or
disbursements (including reasonable attorneys’ fees) of any kind and nature
whatsoever which may be imposed on, incurred by or asserted against the Lender,
in any way relating to or arising out of, directly or indirectly, (i) the
manufacture, use or sale or other disposition of products or processes
utilizing or embodying any Collateral or (ii) any transactions contemplated
hereby or any enforcement of the terms hereof, including, but not limited to,
any action of, or failure to act by, the Lender in connection with this
Agreement; provided, however,  that the Debtor shall not be liable for
any of the foregoing to the extent they arise from the gross negligence or
willful  misconduct
of the Lender.


 


(b)           All communications hereunder shall be
in writing and shall be given to the relevant party, and shall be deemed to
have been made when given to the relevant party, in accordance with Section
11.1 of the Loan Agreement.


 


(c)           In the event that any provision
hereof shall be deemed to be invalid by reason of the operation of any law or
by reason of the interpretation placed thereon by  any court, this Agreement
shall be construed as not containing such provision, but only as to such
jurisdictions where such law or interpretation is operative, and the invalidity
of such provision shall not affect the validity of any remaining provisions
hereof, and any and all other provisions hereof which are otherwise lawful and
valid shall remain in full force and effect.


 


(d)           This Agreement shall be deemed to
have been made in this State of Ohio and shall be governed by and construed in
accordance with the laws of the State of Ohio, without regard to principles of
conflicts of law, except as required by mandatory provisions of law and except
to the extent that the validity or perfection of the security interest
hereunder, or remedies hereunder, in respect of any particular Collateral are
governed by the laws of a jurisdiction other than the State of Ohio.  The headings in this instrument are for
convenience of reference only and shall not limit or otherwise affect the
meaning of any provision hereof.


 


(e)           This Agreement may be executed in any
number of counterparts and by different parties hereto on separate counterpart
signature pages, each constituting an original, but all together one and the
same instrument.


 


(f)            Each of the parties hereto hereby,
to the fullest extent permitted by law, waives trial by jury in any action
brought under or in connection with this Agreement or any of the other Loan Documents.


 


[Remainder of this page intentionally left blank.


Signatures on next page.]


 


E-8

















 


IN WITNESS WHEREOF, the Debtor has caused this
Agreement to be duly executed as of the date first above written.


 


	
   

  	
  DEBTOR:

  
	
   

  	
   

  
	
   

  	
   

  	
  ,

  
	
   

  	
    a(n)
                     
  corporation

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
							



 


Accepted and
agreed to by the Lender as of the date first above written.


 


	
   

  	
  LENDER:

  
	
   

  	
   

  
	
   

  	
  BANK ONE, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Mark S.
  Slayman

  	
   

  
	
   

  	
   

  	
  Mark S. Slayman,

  
	
   

  	
   

  	
  Vice President

  
					



 


	
  STATE OF OHIO

  	
  )

  
	
   

  	
  ) SS

  
	
  COUNTY OF FRANKLIN

  	
  )

  



 


I, the undersigned, a
Notary Public in and for said County, in the State aforesaid, do hereby certify
that
                                   ,
                           
of                     ,
a(n)
                            
corporation, who is personally known to me to be the same person whose name is
subscribed to the foregoing instrument as such officer, appeared before me this
day in person and acknowledged that he signed and delivered the said instrument
as his own free and voluntary act and as the free and voluntary act and deed of
said corporation for the uses and purposes therein set forth.


 


Given under my hand and notarial seal, this
         day of October, 2003.


 


 


	
   

  	
   

  	
   

  
	
   

  	
  Notary Public

  	
   

  
	
  (Notarial Seal)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Type or Print Name)

  	
   

  
	
   

  	
   

  	
   

  
	
  My Commission Expires:

  	
   

  	
   

  	
   

  	
   

  
					



 


E-9

















 


	
  STATE OF OHIO

  	
  )

  
	
   

  	
  ) SS

  
	
  COUNTY OF FRANKLIN

  	
  )

  



 


I, the undersigned, a
Notary Public in and for said County, in the State aforesaid, do hereby certify
that Mark S. Slayman, Vice President of Bank One, N.A., a national banking
association, who is personally known to me to be the same person whose name is
subscribed to the foregoing instrument as such officer, appeared before me this
day in person and acknowledged that he signed and delivered the said instrument
as his own free and voluntary act and as the free and voluntary act and deed of
said bank for the uses and purposes therein set forth.


 


Given under my hand and notarial seal, this
       day of October, 2003.


 


 


	
   

  	
   

  	
   

  
	
   

  	
  Notary Public

  	
   

  
	
  (Notarial Seal)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Type or Print Name)

  	
   

  
	
   

  	
   

  	
   

  
	
  My Commission Expires:

  	
   

  	
   

  	
   

  	
   

  
					



 


E-10

















 


SCHEDULE A-1


 


TO SECURITY AGREEMENT


RE: PATENTS, TRADEMARKS AND COPYRIGHTS


 


U.S. Patent Numbers


And Pending U.S. Patent Application Numbers


 


 


E-11

















 


SCHEDULE A-2


 


TO SECURITY AGREEMENT


RE: PATENTS, TRADEMARKS AND COPYRIGHTS


 


Patent Licenses


 


E-12

















 


SCHEDULE B-1


 


TO SECURITY AGREEMENT


RE: PATENTS, TRADEMARKS AND COPYRIGHTS


 


Registered U.S. Trademarks


And Trademark Applications


 


	
  Registered U.S.

  Trademarks

  	
   

  	
  Registration

  Reg. No.

  	
   

  	
  Date

  Granted

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  Pending U.S. Trademark

  Applications

  	
   

  	
  Application
  Serial No.

  	
   

  	
  Filing
  Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


E-13

















 


SCHEDULE B-2


 


TO SECURITY AGREEMENT


RE: PATENTS, TRADEMARKS AND COPYRIGHTS


 


Trademark Licenses


 


E-14

















 


SCHEDULE C-1


 


TO SECURITY AGREEMENT


RE: PATENTS, TRADEMARKS AND COPYRIGHTS


 


Registered U.S. Copyrights and Copyright Applications


 


E-15

















 


SCHEDULE C-2


 


TO SECURITY AGREEMENT


RE: PATENTS, TRADEMARKS AND COPYRIGHTS


 


Copyright Licenses


 


E-16

















 


EXHIBIT
F


 


AMENDED AND RESTATED STOCK PLEDGE
AGREEMENT


 


THIS AMENDED AND RESTATED
STOCK PLEDGE AGREEMENT (the “Agreement”) is made and entered into as of October
3, 2003, by and between
                    ,
a(n)                     
corporation, as pledgor (the “Pledgor”), and BANK ONE, N.A., a national banking
association, as pledgee (the “Lender”).


 


Background


 


The following is a mutual
statement by the parties of certain factual matters which form the basis of
this Agreement and are an integral part of this Agreement.


 


A.            Loans.  The Pledgor, the other Borrowers named in
the Loan Agreement (defined below), WC Holdings, Inc., a Delaware corporation,
and the Lender have entered into a certain Amended and Restated Loan Agreement
of even date herewith (as the same may be hereafter amended, restated, modified
or supplemented from time to time, the “Loan Agreement”) pursuant to which the
Lender has agreed to lend to the Borrowers (i) the maximum sum of
$8,000,000 under a revolving line of credit (the “Revolving Credit
Commitment”), (ii) a term loan in the maximum sum of $31,479,166.64 (the
“Term Loan”) and (iii) a term loan in the maximum sum of $12,000,000 (the
“Octagon Interim Term Loan”).  The
Revolving Credit Commitment is evidenced by a master promissory note (as the
same may be hereafter amended, restated, modified or supplemented from time to
time, the “Revolving Credit Note”) of the Borrowers.  The borrowings under the Revolving Credit Commitment are
sometimes hereinafter referred to as the Revolving Credit Loans.  The borrowing under the Term Loan is evidenced
by a promissory note (as the same may be hereafter amended, restated, modified
or supplemented from time to time, the “Term Note”), and the borrowing under
the Octagon Interim Term Loan is evidenced by a promissory note (as the same
may be hereafter amended, restated, modified or supplemented from time to time,
the “Octagon Interim Term Note” and, collectively with the Revolving Credit
Note and the Term Note, the “Notes”). 
The Revolving Credit Loans, Term Loan and Octagon Interim Term Loan are
hereinafter collectively referred to as the “Loans.”  Capitalized terms used in this Security Agreement that are not
otherwise defined herein shall have the meanings ascribed to them in the Loan
Agreement.


 


B.            Stock
Pledge.  The
Lender is willing to make the Loans to the Borrowers upon the condition that
(i) the Pledgor grant to the Lender a security interest in all of the shares of
common stock (the “Shares”) in
                       ,
a(n)                
corporation (the “Company”), owned by the Pledgor, which Shares constitute all
of the outstanding common stock of the Company, and (ii) the Pledgor
pledge and assign to the Lender all of the stock certificates evidencing the
Shares (the “Certificates”) owned by the Pledgor.  Exhibit A, which is attached hereto and incorporated herein by
this reference, lists each Certificate held by the Pledgor and the
corresponding number of Shares represented by each such Certificate.  This Agreement amends and restates that
certain Stock Pledge Agreement dated as of December 21, 2000 between the
parties hereto relating to the Shares.


 


Statement of Agreement


 


In consideration of the
Loans to the Borrowers, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:


 


§1.          Pledge.  As security for
(i) the payment of the Notes, (ii) the payment of all amounts owing
pursuant to the Loan Agreement and the other Loan Documents, (iii) the
performance by the Borrowers of, and compliance with, all of the terms,
covenants, conditions, stipulations and agreements contained in this Agreement,
the Loan Agreement, the Notes and the other Loan Documents, and (iv) any
and all obligations, contingent or otherwise, whether now existing or hereafter
arising, of any Borrower to the Lender arising under or in connection with any
Rate Management Transaction (collectively, the “Secured Obligations”), the
Pledgor hereby grants to the Lender a security interest in the Shares, together
with any additions thereto and proceeds therefrom, and hereby pledges and
assigns the respective Certificates representing the Shares to the Lender.  The Pledgor has delivered stock powers with
respect to the respective Certificates endorsed in blank (the “Stock Powers”)
to the Lender and hereby authorizes the Lender, upon the occurrence


 


 


F-1

















 


and continuation of an
Event of Default (as defined in the Loan Agreement) (“Event of Default”) to
transfer the Certificates to the Lender. 
The Lender hereby acknowledges receipt of the Certificates as security
for the Secured Obligations.  The Lender
agrees not to transfer, sell, encumber or otherwise dispose of the Shares
except in accordance with the provisions of this Agreement.


 


§2.          Dividends
and Voting Rights. 
The Pledgor, as record owner of the Shares, is entitled, prior to the
occurrence and continuance of any Event of Default and the exercise of the
Lender’s rights hereunder, to (i) retain all cash dividends paid on
account of the Shares, (ii) exercise all voting rights of the Shares, and
(iii) exercise all other stockholders’ rights and privileges attributable
to the Shares other than the right of sale, except and unless as otherwise
provided herein.


 


§3.          Adjustment.  As additional security for the Secured
Obligations, the Pledgor hereby grants to the Lender a security interest in all
securities, money, funds or other property received by the Pledgor on account
of or in exchange for the Shares whether as a result of any share dividend,
share split, reclassification, merger or consolidation, reorganization or
otherwise, and agrees to promptly pledge and deliver such securities, together
with appropriate certificates and stock powers endorsed in blank to the Lender.


 


§4.          Representations
and Warranties of the Pledgor.  The Pledgor represents and warrants to the Lender, which representations
and warranties shall survive the execution and delivery of this Agreement, as
follows:


 


(a)           The execution, delivery and
performance of this Agreement will not conflict with any order, writ,
injunction or decree of any court or arbitrator presently in effect having
applicability to the Pledgor or with any agreement to which the Pledgor is a
party, which in any way prohibits or would be violated by the execution an
carrying out of this Agreement.


 


(b)           The Pledgor owns the Shares free and
clear of all liens and encumbrances and, except as provided by applicable law,
including applicable securities law, there are no other restrictions on the
transfer or sale of any of the Shares, except as disclosed on the Certificates.


 


(c)           The Pledgor owns all of the
outstanding shares of common stock of the Company.


 


§5.          Release
of Security Interest. 
Upon payment and satisfaction in full of the Secured Obligations and
termination of the Lender’s obligations under the Loan Agreement, the Lender
agrees to immediately cancel all Stock Powers with respect to the Certificates
and to release its security in the Shares. 
Upon payment and satisfaction in full of the Secured Obligations and
termination of the Lender’s obligations under the Loan Agreement, the Lender
hereby agrees to immediately deliver all of the Certificates to the Pledgor.


 


§6.          Default.  Upon the occurrence and continuation of an
Event of Default, the Lender shall have all rights and remedies provided by
law, including those under the Uniform Commercial Code as adopted in Ohio
(“UCC”), and may sell the Shares in any manner which is not inconsistent with
the provisions of the UCC.  The proceeds
of the sale of the Shares shall first be applied to the repayment of all amounts
owing to the Lender under the Loans. 
These rights shall be in addition to other remedies now or hereafter
existing at law or in equity.  Any
failure or delay by the Lender to exercise any right hereunder shall not be
construed as a waiver of the right to exercise the same or any other right at
any time.  Any proceeds remaining after
the sale of the Shares, the repayment of the Loans and payment and satisfaction
in full of the other Secured Obligations shall be paid to the Pledgor.


 


§7.          Successors
and Assigns. 
Except as otherwise expressly provided in this Agreement, the terms and
provisions of this Agreement shall bind and inure to the benefit of the
respective successors and assigns of the parties.


 


§8.          Assignment.  The Lender may assign its rights and
obligations under this Agreement only in connection with the assignment of the
entire Loans.


 


§9.          Agreement
Complete.  This
Agreement sets forth all of the agreements, understandings, warranties,
representations and other terms of the parties with respect to the subject
matter hereof.


 


F-2

















 


§10.        Controlling
Law; Severability. 
The various provisions of this Agreement shall be construed under, and
the respective rights and obligations of the parties will be determined with
reference to, the laws of the State of Ohio. 
If and to the extent that any court of competent jurisdiction holds any
provision (or any part thereof) of this Agreement to be invalid such holding
will in no way affect the validity of the remainder of this Agreement.


 


§11.        Construction
of Agreement.  The
captions at the beginnings of the several sections of this Agreement are not
part of the context hereof but are merely labels to assist in locating and
reading those sections; and they shall be ignored in constructing this Agreement.  This Agreement may be executed in several
counterparts, and each executed counterpart shall be considered as an original
of this Agreement.


 


IN WITNESS WHEREOF, the
parties have executed this Agreement as of the date first set forth above.


 


	
  LENDER:

  	
   

  	
  PLEDGOR:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BANK ONE, N.A.

  	
   

  	
   

  	
  , a(n)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
    corporation

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
     /s/   Mark
  S. Slayman

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Mark S. Slayman, Vice
  President

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
																		



 


F-3

















 


EXHIBIT A


 


TO


 


STOCK PLEDGE AGREEMENT


 


	
  Holder of
  Record

  	
   

  	
  Certificate
  Number

  	
   

  	
  Date

  	
   

  	
  Number of
  Shares

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


F-4

















 


EXHIBIT G


AMENDED AND RESTATED


COLLATERAL ASSIGNMENT OF
LEASEHOLD INTEREST


 


THIS AMENDED AND
RESTATED COLLATERAL ASSIGNMENT OF LEASEHOLD INTEREST (the “Assignment”) is made
and entered into as of October 3, 2003, by and between COMPMANAGEMENT,
INC., an Ohio corporation, with an address at 6377 Emerald Parkway, Dublin,
Ohio 43016 (the “Assignor”), and BANK ONE, N.A., a national banking
association, with an address at 100 East Broad Street, Columbus, Ohio
43271-0171 (the “Assignee”).


 


Background


 


The following is a mutual
statement by the parties of certain factual matters which form the basis of
this Assignment and are an integral part of this Assignment.


 


A.            Loans.  The Pledgor, the other Borrowers named in
the Loan Agreement (defined below), WC Holdings, Inc., a Delaware corporation,
and the Lender have entered into a certain Amended and Restated Loan Agreement
of even date herewith (as the same may be hereafter amended, restated, modified
or supplemented from time to time, the “Loan Agreement”) pursuant to which the
Lender has agreed to lend to the Borrowers (i) the maximum sum of
$8,000,000 under a revolving line of credit (the “Revolving Credit
Commitment”), (ii) a term loan in the maximum sum of $31,479,166.64 (the
“Term Loan”) and (iii) a term loan in the maximum sum of $12,000,000 (the
“Octagon Interim Term Loan”).  The
Revolving Credit Commitment is evidenced by a master promissory note (as the
same may be hereafter amended, restated, modified or supplemented from time to
time, the “Revolving Credit Note”) of the Borrowers.  The borrowings under the Revolving Credit Commitment are
sometimes hereinafter referred to as the Revolving Credit Loans.  The borrowing under the Term Loan is
evidenced by a promissory note (as the same may be hereafter amended, restated,
modified or supplemented from time to time, the “Term Note”), and the borrowing
under the Octagon Interim Term Loan is evidenced by a promissory note (as the
same may be hereafter amended, restated, modified or supplemented from time to
time, the “Octagon Interim Term Note” and, collectively with the Revolving
Credit Note and the Term Note, the “Notes”). 
The Revolving Credit Loans, Term Loan and Octagon Interim Term Loan are
hereinafter collectively referred to as the “Loans.”  Capitalized terms used in this Security Agreement that are not
otherwise defined herein shall have the meanings ascribed to them in the Loan
Agreement.


 


B.            Lease. 
Assignee, as tenant, and Duke Realty Limited Partnership, an Indiana
limited partnership, as landlord (together with its successors and assigns, the
“Lessor”), are parties to a certain Office Lease dated December 13, 1996 (the
“Lease”), a memorandum of lease with respect to which was recorded on March 14,
1997 in Official Record Volume 34542, page F06, Recorder’s Office, Franklin
County, Ohio, with respect to the real property described in Exhibit A attached
hereto and incorporated herein by reference (the “Leased Premises”).


 


C.            Assignment
of Leasehold Interest. 
The Lender is willing to make the Loans to the Borrowers upon the
condition that the Assignee assign all of its right, title and interest in, to
and under the Lease and the Leased Premises to the Lender  as security for (i) the payment of the
Notes, (ii) the payment of all amounts owing pursuant to this Security
Agreement, the Loan Agreement and the other Loan Documents, (iii) the
performance by the Borrowers of, and compliance with, all of the terms,
covenants, conditions, stipulations and agreements contained in this
Assignment, the Loan Agreement, the Notes and the other Loan Documents, and
(iv) any and all obligations, contingent or otherwise, whether now existing
or hereafter arising, of any Borrower to the Lender arising under or in
connection with any Rate Management Transaction (collectively, the “Secured
Obligations”).  This Assignment amends
and restates that certain Collateral Assignment of Leasehold Interest dated as
of December 21, 2000 between the parties hereto (the “Original Assignment
of Leasehold Interest”).


 


G-1

















 


Statement of Agreement


 


In consideration of the
Loans to the Borrowers, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:


 


The Assignor, for
and in consideration. of the sum of One Dollar ($1.00) and for other good and
valuable considerations, the receipt and adequacy of which are hereby
acknowledged, has granted, transferred and assigned, and by these presents does
grant, transfer and assign unto the Assignee, its successors and assigns, the
Lease, together with any and all amendments, extensions, modifications,
supplements, renewals and options to renew and options to purchase thereof, and
all rights of the Assignor therein, and all rents and profits which may arise
from any sublease or agreements covering all or any part of the Leased Premises
and all moneys payable thereunder, and all right, title and interest of
Assignor in, to and under the Lease or any subleases or rental agreements
covering the Leased Premises, or any part thereof, to have, and to hold unto
the Assignee as security for payment and performance of the Secured
Obligations.  The Assignor further
grants to the Assignee a security interest in all property now or hereafter on
or in the Leased Premises to secure payment and performance of the Secured
Obligations and, upon request by the Assignee, shall execute and deliver
financing statements for filing as required by law in order to evidence and
perfect such security interest.


 


I.              TO
PROTECT THE SECURITY OF THIS ASSIGNMENT, THE ASSIGNOR COVENANTS AND AGREES AS
FOLLOWS:


 


A.            To
faithfully abide by, perform and discharge, in all material respects, each and
every obligation, covenant and agreement of the Lease by lessee therein to be
performed; at the sole  cost and expense of the Assignor, to use
its best efforts to enforce or secure the performance of each and every
obligation, covenant, condition, and agreement of the Lease by the Lessor
therein to be performed; and not to modify, release, terminate or in any way
alter any material term of the Lease without the Assignor’s prior written consent
in each instance, which consent shall not be unreasonably withheld.  The Assignor agrees that all consents of the
Assignor required under the Lease prior to any action by the Lessor shall only
be given after approval of the Assignee, which approval shall not be
unreasonably withheld.


 


B.            The
Assignor shall not make additional assignments of the Lease or any  part
thereof without the express written consent of the Assignee.  No such assignment shall discharge the
Assignor from its liability hereunder, or arising out of the Secured
Obligations or under any other agreement between the parties.


 


C.            If
the Assignor fails to make any payment or to do any act as herein provided,
then the Assignee may, but shall not be obligated to, make or do the same in
such manner and to such extent as the Assignee may reasonably deem necessary to
protect the security hereof, but no payment or act of the Assignee as herein
provided shall in any manner release the Assignor from its obligation under
this Assignment, the Secured Obligations or any other agreement between the
parties.  The Assignee, in exercising
its right to pay any costs and expenses or to do any act as herein provided,
shall have the power and right to employ counsel and incur and pay reasonable
attorney’s fees.


 


D.            This Assignment is given only as
collateral security, and the Assignee shall not be obligated to perform or
discharge any obligation or liability of the Assignor under the Lease or any
other obligation or liability arising out of the Leased Premises.  The Assignor hereby agrees to indemnify and
shall hold the Assignee harmless from and against any and all liability, loss
or damage that the Assignee


 


G-2

















 


may incur under
the Lease or under or by reason of this Assignment and of and from any and all
claims and demands whatsoever which may be asserted against the Assignee by
reason of any alleged obligation or liability on Assignee’s part to be
performed or discharged under the terms of the Lease or otherwise (except to
the extent resulting from the intentional misconduct or gross negligence of the
Assignee or its assigns).


 


E.             If
the Assignee incurs any liability, cost, expense, loss or damage under the
Lease or under or by reason of this Assignment (except to the extent resulting
from the intentional misconduct or gross negligence of the Assignee or its
assigns), or in defense against any claims or demands, or in exercising its
rights under Section I(C), above, the amount thereof including attorneys’ fees
together with interest thereon at the Default Rate shall be added to and
secured hereby and by the lien of any other pledge to the Assignee made to
secure the Secured obligations and the Assignor shall reimburse the Assignee
therefor immediately upon  demand.


 


II.            THE ASSIGNOR AND THE ASSIGNEE
MUTUALLY AGREE AS FOLLOWS:


 


A.            So
long as no Event of Default (as defined in the Loan Agreement) has occurred and
is continuing, the Assignor shall have the right to collect, but not prior to
accrual, all rents, issues and profits from or under any sublease or rental
agreements, and to retain, use and enjoy the same, and to otherwise make full
use of the Leased Premises as permitted by and in accordance with the
Lease.  Upon the occurrence and
continuance of an Event of Default, after written notice of such Event of
Default to such sublessees, all sublessees shall make all further payments
required under said subleases to the Assignee unless and until they receive
written notice to the contrary from the Assignee.


 


B.            Upon
the occurrence and continuance of an Event of Default, the Assignee, in
addition to its rights and remedies under the other Loan Documents, may declare
the  Secured
Obligations  due and payable and, in addition, may, at its option,
irrespective of whether declaration of default under any other agreement has
been made and without regard to the adequacy of security for the Secured
Obligations, either in person or by agent with or without bringing any action
or proceeding or by a receiver to be appointed by a court, enter upon, take
possession of, manage and operate the Leased Premises or any part thereof, and
to the extent permitted, make, cancel, enforce, modify, or cure defaults in the
Assignor’s performance under the Lease or any subleases, obtain and evict any
sublessee, fix and modify any rents, negotiate with the Lessor under the Lease
and do any and all other acts which the Assignee deems necessary to protect the
security hereof and the lien hereof, and either with or without taking
possession of the Leased Premises, in the Assignee’s own name sue for or
otherwise collect and receive all rents, issues and profits thereof, including
those due and unpaid, and at the sole discretion of the Assignee, apply the
same, less costs and expenses of operation and collection, including reasonable
attorney’s fees, to the Secured Obligations. 
The entering upon and taking possession of the Leased Premises, the
collection of such rents, issues and profits and the application thereof as
aforesaid, shall not cure or waive any default or waive, modify or affect
notice of default under this Assignment or any other agreement between the
parties or invalidate any act done pursuant to such notice.  In the event of such default and acceleration
hereunder, the Assignee may, at its election and in addition to all other
remedies, declare this Assignment to be absolute and thereupon this Assignment
shall become and be absolute and in full force and effect.


 


C.            Upon
the payment and satisfaction in full of the Secured Obligations and all other
obligations and liabilities secured hereby and termination of the Assignor’s
obligations to provide credit under the Loan Agreement, this Assignment shall
become null and void and of no effect.


 


D.            This
Assignment shall not be deemed to be in lieu of or in substitution for any
other agreement now, heretofore or hereafter entered into between the Assignor
and the Assignee, but shall be in addition thereto.


 


E.             This
Assignment, made in the State of Ohio, shall be construed according to the laws
of the State of Ohio, and shall be binding upon and inure to the benefit o the
parties hereto and their respective successors and assigns.


 


G-3

















 


F.             The
parties hereto acknowledge that the Lease provides that the Assignor may not
assign the Lease or sublet the Leased Premises without the prior written
consent of the Lessor, which consent shall not be unreasonably withheld (as
more fully described in Article 13 of the Lease).  The parties further acknowledge that the consent of the Lessor to
the Original Assignment of Leasehold Interest was obtained; however, as of the
date hereof, the consent of the Lessor to this Assignment has not been
obtained.  Upon the Assignee’s request
from time to time, the Assignor shall use reasonable efforts to obtain the
Lessor’s written consent to this Assignment. 
In addition, the Assignor hereby authorizes and empowers the Assignee,
on its own behalf and/or on behalf of the Assignor, as its agent and
attorney-in-fact, to obtain such consent from the Lessor upon the occurrence
and continuance of an Event of Default, which power of attorney shall be deemed
to be coupled with an interest and shall be irrevocable during the term hereof.


 


IN WITNESS WHEREOF, the Assignor and the Assignee have
duly executed and delivered this Assignment as of the day and year first above
written.


 


	
  Signed and Acknowledged

  	
  ASSIGNOR:

  
	
  in the Presence of

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  COMPMANAGEMENT, INC.,

  
	
   

  	
   

  	
  an Ohio corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Printed Name:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
  Printed Name:

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  ASSIGNEE:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  BANK ONE, N.A.

  
	
   

  	
   

  	
   

  	
   

  
	
  Printed Name:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
     /s/
  Mark S. Slayman

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Mark S. Slayman, Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Printed Name:

  	
   

  	
   

  	
   

  	
   

  
												



 


G-4

















 


	
  STATE  OF
  OHIO

  	
   

  	
  )

  
	
   

  	
   

  	
  )

  	
  SS:

  
	
  COUNTY OF FRANKLIN

  	
   

  	
  )

  



 


BEFORE ME, a Notary Public in and for said County,
personally appeared CompManagement, Inc., an Ohio corporation (the “Assignor”),
by
                          ,
its
                            ,
who acknowledged that he did sign the foregoing Collateral Assignment of
Leasehold Interest and that the same is a free act and deed of the Assignor,
and his free act and deed personally and as such officer.


 


IN TESTIMONY WHEREOF, I have hereunto set my hand and
official seal at              ,
Ohio, this
               
day of                   ,
2003.


 


	
   

  	
   

  	
   

  
	
   

  	
  Notary Public

  
	
   

  	
   

  
	
   

  	
  My Commission Expires:

  



 


 


	
  STATE  OF
  OHIO

  	
   

  	
  )

  
	
   

  	
   

  	
  )

  	
  SS:

  
	
  COUNTY OF FRANKLIN

  	
   

  	
  )

  



 


BEFORE ME, a Notary Public in and for said County,
personally appeared Bank One, N.A., a national banking association (the
“Assignee”), by Mark S. Slayman, its Vice President, who acknowledged that he
did sign the foregoing Collateral Assignment of Leasehold Interest and that the
same is a free act and deed of the Assignee, and his free act and deed
personally and as such officer.


 


IN TESTIMONY WHEREOF, I have hereunto set my hand and
official seal at
              ,
Ohio, this            day of
                             ,
2003.


 


 


	
   

  	
   

  	
   

  
	
   

  	
  Notary Public

  
	
   

  	
   

  
	
   

  	
  My Commission Expires:

  



 


G-5

















 


EXHIBIT
H


 


AMENDED AND RESTATED ASSIGNMENT OF LIFE INSURANCE POLICIES


 


THIS AMENDED AND RESTATED ASSIGNMENT OF LIFE INSURANCE
POLICIES (this “Assignment”) is made as of October 3, 2003, by COMPMANAGEMENT,
INC., an Ohio corporation (the “Company”), in favor of BANK ONE N.A., a
national banking association (together with its successors and assigns,
“Lender” or “Assignee”).


 


The Company, the other Borrowers named in the Loan
Agreement (as defined below), WC Holdings, Inc., a Delaware corporation, and
the Lender have entered into a certain Amended and Restated Loan Agreement of
even date herewith (as the same may be hereafter amended, restated, modified or
supplemented from time to time, the “Loan Agreement”) pursuant to which the
Lender has agreed to lend to the Borrowers (i) the maximum sum of
$8,000,000 under a revolving line of credit (the “Revolving Credit
Commitment”), (ii) a term loan in the maximum sum of $32,137,500 (the
“Term Loan”) and (iii) a term loan in the maximum sum of $12,000,000 (the
“Octagon Interim Term Loan”).  The
Revolving Credit Commitment is evidenced by a master promissory note (as the
same may be hereafter amended, restated, modified or supplemented from time to
time, the “Revolving Credit Note”) of the Borrowers.  The borrowings under the Revolving Credit Commitment are
sometimes hereinafter referred to as the Revolving Credit Loans.  The borrowing under the Term Loan is
evidenced by a promissory note (as the same may be hereafter amended, restated,
modified or supplemented from time to time, the “Term Note”), and the borrowing
under the Octagon Interim Term Loan is evidenced by a promissory note (as the
same may be hereafter amended, restated, modified or supplemented from time to
time, the “Octagon Interim Term Note” and, collectively with the Revolving
Credit Note and the Term Note, the “Notes”). 
The Revolving Credit Loans, Term Loan and Octagon Interim Term Loan are
hereinafter collectively referred to as the “Loans.”  Capitalized terms used in this Security Agreement that are not
otherwise defined herein shall have the meanings ascribed to them in the Loan
Agreement.


 


Pursuant to the terms and conditions of the Loan
Agreement, the Company is required to obtain and maintain one or more key-man
life insurance policies naming the Company as beneficiary covering the life of
[ROBERT J. BOSSART/JONATHAN R. WAGNER] (the “Insured”) in the aggregate amount
of $[6,000,000/3,000,000], which policies are required under the terms of the
Loan Agreement to be assigned to the Lender as collateral security for the
Liabilities (as defined below) on terms satisfactory to the Lender.


 


This Assignment amends and restates that certain
Assignment of Life Insurance Policies dated as of December 21, 2000 between the
parties hereto.


 


NOW, THEREFORE, in consideration of the premises and
mutual covenants herein contained and for other valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:


 


1.             The
Company hereby assigns, transfers, conveys and sets over to the Lender, for the
benefit of the Lender, the policy or policies listed on Schedule I
hereto, any substitutions therefor or conversions thereof, and any
supplementary contracts issued in connection therewith (such policies and
contracts are hereinafter referred to as the “Policies,” and any and all
issuers thereof are hereinafter collectively referred to as the “Insurer”), on
the life of the Insured, and all claims, options, privileges, rights, title and
interest in and to the Policies, all moneys (including the value of any prepaid
premiums and premium deposits) which may now be due or hereafter become due or
payable with respect thereto, together with all dividends, benefits and
advantages at any time appertaining thereto or derived therefrom, in all cases
in an amount not to exceed $3 million. 
Without limiting the foregoing, during the term of this Assignment, the
Lender shall have the sole right (and the Company shall have no right) to
(i) surrender all or any of the Policies and receive the surrender value,
if any, thereof (including the value of any prepaid premiums and premium
deposits), (ii) obtain one or more loans or advances on all or any of the
Policies, either from the Insurer or from anyone else, and pledge or assign all
or any of the Policies as security for any such loans or advances under such
terms and conditions as may seem proper to the Lender, and (iii) exercise
any other right, privilege or option given or reserved to the Insured,
beneficiary, assignee or owner under or with respect to all or any of the
Policies, in each case without notice to or consent of the Company or anyone
else, and such rights of the Lender shall be exercisable at any time and from
time to time, including those arising as a result of an Event of Default under
(and


 


H-1

















 


as defined in) the Loan
Agreement shall have occurred and be continuing.  The Company irrevocably agrees (i) that the Insurer may
conclusively rely upon a certificate from the Lender stating that an Event of
Default has occurred and is continuing and (ii) to give notice to the
Lender upon obtaining or acquiring any Policy hereafter and to deliver a copy
of all Policies to the Lender promptly upon receipt.


 


2.             This
Assignment is made to secure, and the Policies are to be held as collateral
security for, the prompt and complete payment and performance of all
obligations and liabilities of the Company, the other Borrowers to the Lender
under or in connection with the Loan Agreement, the Notes or any other
agreement, instrument or document executed and delivered to the Lender pursuant
to the Loan Agreement (including this Assignment), howsoever created, arising
or evidenced, whether direct or indirect, joint or several, absolute or
contingent, or now or hereafter existing, or due or to become due, and whether
or not arising out of or in connection with this Assignment, the Loan
Agreement, the Notes or any other agreement, instrument or document executed
and delivered to the Lender thereunder and any and all obligations, contingent
or otherwise, whether now existing or hereafter arising, of any Borrower to the
Lender arising under or in connection with any Rate Management Transaction (the
obligations and liabilities described above are hereinafter collectively
referred to as the “Liabilities”).


 


3.             The
Company hereby irrevocably authorizes and directs the Insurer (i) to pay
to the Lender (unless the Lender otherwise directs the Insurer in writing) all
moneys (including the value of any prepaid premiums and premium deposits) up to
a maximum of $[6/3] million, or such portion thereof as the Lender may request,
now due or which may hereafter become due or payable under any of the Policies
or by reason of this Assignment, and the Lender may apply all or a portion of
such payments received by it to pay the Liabilities in whatever manner or order
it determines in its sole discretion and/or hold such proceeds or portion
thereof as collateral security for the payment of the Liabilities, and
(ii) to otherwise recognize the Lender’s claims to rights hereunder in all
respects, without investigating the reason for any action taken by the Lender
or the validity or amount of the Liabilities or the existence of any default
with respect thereto or the application to be made by the Lender of any amounts
to be paid to the Lender. Checks or drafts for all or any part of the sums
payable under the Policies and assigned hereunder shall be drawn to the
exclusive order of the Lender, except to the extent that the Lender may
otherwise direct in writing.


 


4.             (a)  Upon the occurrence and during the
continuance of (i) an Event of Default (as such term is defined in the
Loan Agreement) or (ii) any default in the payment of any premium under
any Policy which has occurred and is continuing, the Lender may, in addition to
all other rights possessed by it, sell any or all of the Policies at public or
private sale, without advertisement or demand of any kind upon, but with notice
to, the Company or anyone else, and the Lender may itself be a purchaser at any
such public sale.  Any such purchaser
(including, without limitation, the Lender), and anyone claiming through any
such purchaser, shall thereafter hold the Policies purchased absolute and not
as collateral security.


 


(b)           The
Assignee further covenants and agrees with the Assignor as follows:


 


(i)            That
any balance of sums received hereunder from the Insurer remaining after payment
and satisfaction in full of the Liabilities, matured or unmatured, shall be
paid by the Assignee to the persons entitled thereto under the terms of the
Policies had this Assignment not been executed;


 


(ii)           That
the Assignee will not exercise either the right to surrender the Policies or
(except for the purpose of paying premiums) the right to obtain policy loans
from the Insurer, until there has been an Event of Default or a failure to pay
any premium when due, nor until five (5) days after the Assignee shall have
mailed, by first-class mail, to the Assignor at the address last supplied in
writing to the Assignee specifically referring to this Assignment, notice of
intention to exercise such right; and


 


5.             The
Lender shall have full power to exercise its rights hereunder without the
necessity of obtaining any further consents, releases or other instruments
from, or giving any notices to, the Company, the Insurer or anyone else, except
for any notice expressly provided for herein. 
No rights and remedies herein conferred


 


H-2

















 


are intended to be
exclusive of any other rights or remedies, but every right or remedy shall be
cumulative and shall be in addition to every other right and remedy herein
conferred, or conferred upon the Lender by any other agreement or instrument or
security, or now or hereafter existing at law or in equity or by statute.  No delay on the Lender’s part in the
exercise of any right or remedy shall operate as a waiver thereof, and no
single or partial exercise by the Lender of any right or remedy shall preclude
other or further exercise thereof or the exercise of any other right or remedy.


 


6.             The
Lender may, but shall be under no obligation to, pay any premiums or other
charges with respect to any or all of the Policies, or any principal of or interest
on any loan or advance on or secured by any of the Policies, and any such
amounts so paid by the Lender from its own funds shall be Liabilities hereunder
and shall be repayable to the Lender by the Company upon demand, and shall
accrue interest at the Default Rate (as defined in the Loan Agreement).


 


7.             THE
LENDER MAY ENFORCE ANY CLAIM ARISING OUT OF OR RELATED TO THIS ASSIGNMENT IN
ANY STATE OR FEDERAL COURT HAVING SUBJECT MATTER JURISDICTION AND LOCATED IN
COLUMBUS, OHIO.  FOR THE PURPOSE OF ANY
ACTION OR PROCEEDING INSTITUTED WITH RESPECT TO ANY SUCH CLAIM, THE COMPANY
HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF SUCH COURTS. THE COMPANY
FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF SUCH COURTS BY
THE MAILING A COPY THEREOF, BY REGISTERED MAIL, POSTAGE PREPAID, TO THE COMPANY
AND AGREES THAT SUCH SERVICE, TO THE FULLEST EXTENT PERMITTED BY LAW,
(I) SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON IT
IN ANY SUCH SUIT, ACTION OR PROCEEDING AND (II) SHALL BE TAKEN AND HELD TO BE
VALID PERSONAL SERVICE UPON AND PERSONAL DELIVERY TO IT. NOTHING HEREIN
CONTAINED SHALL AFFECT THE RIGHT OF THE LENDER TO SERVE PROCESS IN ANY OTHER
MANNER PERMITTED BY LAW OR PRECLUDE THE LENDER FROM BRINGING AN ACTION OR
PROCEEDING IN RESPECT HEREOF IN ANY OTHER COUNTRY, STATE OR PLACE HAVING
JURISDICTION OVER SUCH ACTION.  THE
COMPANY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY
OBJECTION WHICH IT MAY HAVE OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY
SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT LOCATED IN COLUMBUS,
OHIO, AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN
COLUMBUS, OHIO HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.


 


8.             EACH
PARTY HERETO HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION
OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS ASSIGNMENT OR UNDER
ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE
FUTURE BE DELIVERED IN CONNECTION HEREWITH OR ARISING FROM ANY RELATIONSHIP
EXISTING IN CONNECTION WITH THIS ASSIGNMENT AND AGREES THAT ANY SUCH ACTION OR
PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.


 


9.             The
Lender shall have and be entitled to exercise all such powers hereunder as are
specifically delegated to the Lender by the terms hereof, together with such
powers as are incidental thereto.  The
Lender may exercise any of its duties hereunder by or through agents or
employees and shall be entitled to retain counsel and to act in reliance upon
the advice of such counsel concerning all matters pertaining to its duties
hereunder.


 


10.           The
Lender, or any director, officer or employee of the Lender, shall not be liable
for any action taken or omitted to be taken by it, or them, hereunder or in
connection herewith, except for its, or their, own gross negligence or willful
misconduct.  The Company agrees to
reimburse the Lender on demand for all reasonable costs and expenses incurred
by the Lender in connection with the administration and enforcement of this
Assignment (including reasonable costs and expenses incurred by any agent
employed by the Lender) and agrees to indemnify and hold harmless (which
indemnification shall survive any termination of this Assignment) the Lender
and any such agent, director, officer or employee from and against any and all
liability incurred by the Lender or such agent, director, officer or employee
hereunder or in connection herewith, unless such liability shall be caused by
willful misconduct or gross negligence on the part of the Lender or such agent,
director, officer or employee, as the case may be.


 


H-3

















 


11.           This
Assignment is subject to all terms and conditions of the Policies and to all
superior liens, if any, which the Insurer may have against the Policies.  The Company hereby represents and warrants
to the Lender (which warranty shall be deemed remade as of and at the date of
each loan made from time to time under the Loan Agreement with the same effect
as if made contemporaneously with the making of each loan) that, (i) the
Company is the owner of the Policies, (ii) that the Policies are in full
force and effect and (iii) the Company’s and the Lender’s interests in the
Policies hereunder are free and clear of all liens, claims, charges and
encumbrances whatsoever and that no superior liens exist at the date hereof on
the part of the Insurer against the Policies or any portion thereof.


 


12.           The
Company covenants and agrees that, so long as this Assignment shall remain in
effect, it will not create or permit to exist any other lien, pledge,
assignment, charge, claim, encumbrance or security interest on or with respect
to the Policies or any portion thereof, nor will it sell, assign, convey,
pledge or otherwise dispose of any of its right, title and interest in the
Policies or any portion thereof or cancel, surrender, amend or modify the
Policies or any portion thereof.


 


13.           This
Assignment shall inure to the benefit of the Lender and its successors and
assigns and shall be binding upon the Company and its successors and assigns.


 


14.          All
notices or communications hereunder shall be given in the manners specified
under Section 11.1 of the Loan Agreement.


 


15.           THIS
ASSIGNMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF OHIO.  WHEREVER POSSIBLE EACH PROVISION OF THIS
ASSIGNMENT SHALL BE INTERPRETED IN SUCH MANNER AS TO BE EFFECTIVE AND VALID
UNDER APPLICABLE LAW, BUT IF ANY PROVISION OF THIS ASSIGNMENT SHALL BE
PROHIBITED BY OR INVALID UNDER SUCH LAW, SUCH PROVISION SHALL BE INEFFECTIVE TO
THE EXTENT OF SUCH PROHIBITION OR INVALIDITY WITHOUT INVALIDATING THE REMAINDER
OF SUCH PROVISION OR THE REMAINING PROVISIONS OF THIS ASSIGNMENT.


 


16.           No
amendment to, modification or waiver of, or consent with respect to, any
provision of this Assignment shall in any event be effective unless the same
shall be in writing and signed and delivered by the Lender and the Company, and
then any such amendment, modification, waiver or consent shall be effective
only in the specific instance and for the specific purpose for which given.


 


17.           The
Lender and any of the Lender’s officers, employees, agents or auditors shall
have the right at reasonable times after the date hereof to make reasonable
inquiries by mail, telephone, telecopy or otherwise to any Person (as such term
is defined in the Loan Agreement) with respect to validity and amount or any
other matter (including, without limitation, the assertion by the Insurer of
claims, offsets and counterclaims) concerning any of the Policies.


 


18.           The
Company hereby expressly waives, with respect to this Assignment, to the extent
permitted by applicable law: 
(i) notice of the existence or creation or non-payment of all or
any of the Liabilities, (ii) presentment, demand, notice of dishonor,
protest, and all other notices whatsoever (except those expressly provided for
herein) and (iii) all diligence in collection or protection of or
realization upon the Liabilities or any thereof, any obligation hereunder, or
any security for or guaranty of any of the foregoing.


 


19.           No
action of the Lender permitted hereunder shall in any way affect or impair the
Lender’s rights and the Company’s obligations hereunder.  Each of the Company’s obligations hereunder
shall be absolute and unconditional irrespective of any circumstance whatsoever
which might constitute a legal or equitable discharge or defense of the
Company.  The Company hereby
acknowledges that there are no conditions to the effectiveness of this
Assignment.


 


20.           The
Company agrees that, from time to time upon the request of the Lender, the
Company will execute and deliver such further documents (including any
instruments, financing or continuation statements or other writings reasonably
necessary or desirable to maintain the perfection or priority of the Lender’s
interest in the


 


H-4

















 


Policies and the proceeds
of the Policies under the Uniform Commercial Code, as in effect from time to
time in any applicable jurisdiction, or any other applicable legal requirements)
and do such other acts and things as the Lender may reasonably request in order
fully to effect the purposes of this Assignment.


 


21.           This
Assignment shall terminate upon the payment in full in cash of the Liabilities
and the termination of the Revolving Credit Commitment.  The Lender shall, at the Assignor’s expense,
execute and deliver such termination documents and take such other actions, as
the Assignor shall reasonably request, in order to evidence such termination.


 


[REMAINDER OF THIS PAGE
INTENTIONALLY LEFT BLANK]


 


H-5

















 


SIGNED AND SEALED as of this 3rd day of
October, 2003.


 


	
   

  	
  COMPMANAGEMENT, INC.,

  
	
   

  	
    an Ohio
  corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Its:

  	
  Secretary

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Accepted as of this

  	
   

  
	
  3rd day of October, 2003.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  BANK ONE, N.A.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
     /s/

  	
  Mark S. Slayman

  	
   

  	
   

  
	
   

  	
   

  	
  Mark S. Slayman, Vice President

  	
   

  	
   

  
													



 


H-6

















 


ACKNOWLEDGMENT OF ASSIGNMENT


 


Receipt of the foregoing Assignment is hereby acknowledged
and an executed copy of such Assignment is filed at the home office of the
undersigned.  No other assignments with
respect to the Policies have been filed with the undersigned, other than prior
assignments in favor of Bank One, N.A. 
The undersigned hereby agrees to provide Bank One, N.A., the assignee of
the Policies, with at least 30 days’ written notice prior to any cancellation
or lapse of, or change in, any of the Policies.


 


	
  Dated:

  	
   

  	
   

  
	
   

  
	
   

  	
  Insurance Company:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
								



 


 


CONSENT OF INSURED


 


The undersigned, named insured under the Policies
described in Schedule I, hereby consent to the assignment of such Policies as
provided in the foregoing Assignment.


 


	
  Dated: 
  October 3, 2003

  
	
   

  
	
   

  
	
   

  	
  /s/  Robert
  J. Bossart/Jonathan R. Wagner

  	
   

  
	
   

  	
  [ROBERT J. BOSSART/

  
	
   

  	
  JONATHAN R. WAGNER]

  



 


H-7

















 


SCHEDULE I


 


Insurance


 


[To be Completed]


 


H-8

















 


EXHIBIT
I


 


[Opinion of Counsel to the Borrowers
and the Guarantor]


 


[See attached]


 


I-1

















 


EXHIBIT
J


 


DEFINITIONS


 


“Adjusted Eurodollar
Rate” shall mean the rate per annum equal to the following:


 


Eurodollar Rate


1 - Eurocurrency
Liabilities


 


as adjusted to the next
higher 1/16 of one percent.


 


“Adjusted Eurodollar
Term Rate” is defined in Section 3.2(c).


 


“Affiliate” of a
Person shall mean any other Person directly or indirectly controlling, under
common control with, or controlled by such Person.  An Affiliate of the Company or the Guarantor shall include any
officer, director, or record or beneficial owner of 5% or more of the
outstanding capital stock of any class of the Company, as applicable.  For purposes of the definition of Affiliate,
“control” when used with respect to any specific Person, means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms “controlling” and “controlled” have meanings relative to the
foregoing.


 


“Agreement” is
defined in the preamble.


 


“Anthem Indebtedness”
is defined in Section 9.1.


 


“Applicable Margin”
shall be determined as provided in Section 2.3(d).


 


“Assignment of
Leasehold Interest” is defined in Section 5.4(c).


 


“Assignment of Life
Insurance Policy” and “Assignments of Life Insurance Policies” are
defined in Section 5.4(d).


 


“Balance Sheet” is
defined in Section 7.8(a).


 


“Barron Risk” is
defined in the preamble.


 


“Barron Risk
Acquisition” is defined in the recitals hereto.


 


“Barron Risk Revolving
Credit Loan” is defined in the recitals hereto.


 


“Barron Risk Shares”
is defined in the recitals hereto.


 


“Barron Risk Stock
Purchase Agreement” is defined in the recitals hereto.


 


“Borrower” and “Borrowers”
are defined in the preamble.


 


“Borrower Security
Agreement” and “Borrower Security Agreements” are defined in Section
5.4(a).


 


“Borrowing Date”
is defined in Section 2.1.


 


“Bossart Life
Insurance Policies” shall mean one or more life insurance policies issued
by a life insurance company reasonably acceptable to the Lender and any
supplementary contracts issued in connection therewith, which policies shall
have an aggregate unencumbered face value of not less than $6,000,000 upon the
life of Robert J. Bossart.


 

















 


“Business Day”
shall mean any day other than Saturdays, Sundays and other legal holidays or
days on which the principal office of the Lender is closed.


 


“Business Year”
shall mean a year of 360 days.


 


“CDSC” is defined
in the preamble.


 


“CHSI” is defined
in the preamble.


 


“CMI” is defined
in the preamble.


 


“CMIMC” is defined
in the preamble.


 


“Code” shall mean
the Internal Revenue Code of 1986, as amended from time to time.


 


“Commitment Fee”
is defined in Section 5.1.


 


“Company” is
defined in the preamble.


 


“Copyright Collateral
Agreement” and “Copyright Collateral Agreements” shall mean
individually and collectively the Copyright Collateral Agreements between the
Borrowers and the Lender executed pursuant to the Copyright Security
Agreements.


 


“Copyright Security
Agreement” and “Copyright Security Agreements” are defined in
Section 5.4(a).


 


“CVI” is defined
in the preamble.


 


“Default” shall
mean the occurrence of an event which with the giving of notice, passage of
time, or both would become an Event of Default.


 


“Default Rate” “
is defined in Section 5.5.


 


“Deferred Compensation
Payments” shall mean the payments required to be made by the Original
Borrowers to their officers and employees pursuant to the Deferred Compensation
Plan.


 


“Deferred Compensation
Plan” shall mean the CompManagement, Inc. Deferred Compensation Plan dated
December 21, 2000.


 


“Dublin Lease”
means that certain Office Lease dated December 13, 1996 between CMI and Duke
Realty Limited Partnership, as more fully described in the Assignment of
Leasehold Interest.


 


“EBITA” shall mean
the Company’s consolidated income from operations (plus, to the extent not
included in operating income, interest income) before (i) interest expense
(adjusted for interest rate swaps and including, without limitation, the
interest component of capitalized leases), (ii) taxes, (iii) amortization, (iv)
Tax Agreement Payments, (v) Deferred Compensation Payments (including the
accrual thereof), (vi) accrual of Incentive Compensation to the extent, if any,
such accrual of Incentive Compensation is as a result of payments of the same
being blocked under the provisions of the Loan Documents (provided, that the
subsequent actual payment of such accrued amounts shall be deducted in
determining EBITA (anything in GAAP to the contrary notwithstanding)), (vii)
management fees payable to SCC pursuant to the Management Advisory Services
Agreement, (viii) gains (and losses) from the sale or disposition of assets
outside the ordinary course of business and extraordinary items, (ix) income
(and losses) of any Person (other than wholly owned Subsidiaries of the
Company) in which the Company or any of its Subsidiaries has an ownership
interest unless received by the Company or one of its Subsidiaries in a cash
distribution, and (x) income (and losses) of any Person prior to the date it
became a Subsidiary of the Company or was merged into or consolidated with the
Company or any of its Subsidiaries. 
Notwithstanding anything else in this definition, revenue from the sale
or licensing of the Company’s proprietary software shall be included in the
calculation of the Company’s EBITA.


 

















 


“EBITDA” shall
mean, for any period, the Company’s EBITA less management fees paid to SCC
pursuant to the Management Advisory Services Agreement plus depreciation
expense of the Company and each of its Subsidiaries determined on a
consolidated basis in accordance with GAAP consistently applied.


 


“Effective Date”
is defined in Section 3.2(c).


 


“ERISA” shall mean
the Employee Retirement Income Security Act of 1974, as amended from time to
time.


 


“ERISA Affiliate”
shall mean each trade or business, including each Borrower and the Guarantor,
whether or not incorporated, which together with the Company and/or the Guarantor
would be treated as a single employer under Section 4001 of ERISA.


 


“Eurocurrency
Liabilities” means the aggregate of the rates (expressed as a decimal
fraction) of reserve requirements (including, without limitation, basic,
supplemental, marginal and emergency reserves under any regulations of the
Board of Governors of the Federal Reserve System or other governmental
authority having jurisdiction with respect thereto), as now and from time to
time hereafter in effect, dealing with reserve requirements prescribed for
eurocurrency funding maintained by a member of such System.


 


“Eurodollar Banking
Days” shall mean days which are both Business Days and London Banking Days.


 


“Eurodollar Rate”
shall mean with respect to each Interest Period (as hereinafter defined), the
offered rate for U.S. Dollar deposits of not less than $1,000,000 as of 11:00
a.m. City of London, England time on the London Banking Day preceding the date
of such Eurodollar Rate Loan as shown on the display designated as “British
Bankers Assoc. Interest Settlement Rates” on the Telerate System (“Telerate”),
Page 3750 or Page 3740 or such other page or pages as may replace such pages on
Telerate for the purpose of displaying such rate; provided, however, that if
such rate is not available on Telerate, then such offered rate shall be
otherwise independently determined by the Lender from an alternate
substantially similar methodology as that theretofore used to determine such
offered rate in Telerate.


 


“Eurodollar Rate
Loan(s)” is defined in Section 2.1.


 


“Eurodollar Rate
Portion” is defined in Section 3.2(c).


 


“Event of Default”
is defined in Section 10.1.


 


“Existing Borrowers”
is defined in the recitals hereto.


 


“Facility Fee” is
defined in Section 5.1.


 


“Fifth Amendment”
is defined in the recitals hereto.


 


“First Amendment”
is defined in the recitals hereto.


 


“First Restated Notes”
is defined in the recitals hereto.


 


“First Restated
Revolving Credit Note” is defined in the recitals hereto.


 


“First Restated Term
Note” is defined in the recitals hereto.


 


“Fiscal Year”
shall mean the Fiscal Year of the Borrowers, the Guarantor and each of their
respective Subsidiaries as established from time to time in accordance with the
provisions of this Agreement.


 


“Fixed Charge Coverage
Ratio” shall mean the ratio of (i) the sum of the Company’s consolidated
EBITDA for the applicable fiscal period minus (without duplication) cash
payments of income taxes (including, without limitation Tax Agreement Payments)
(the amount of such payments shall be deemed to equal the sum of income tax
expense minus (plus) any increase (decrease) in deferred income tax assets plus
(minus) any increase (decrease) in deferred income tax liabilities) made in
such period plus any gain on the sale of assets during such period minus any
loss on the sale of assets during such period plus rental expense with respect
to noncapitalized leases during such period minus capital


 

















 


expenditures made during
such period, all determined in accordance with GAAP, divided by (ii) without
duplication, the sum of the Company’s consolidated Fixed Charges for such
period.


 


“Fixed Charges”
means the sum (without duplication), during the applicable fiscal period, of
the Company’s consolidated contractually scheduled principal payments of
Long-Term Indebtedness for borrowed money payable during such period under the
applicable loan documents plus interest expense (including, without limitation,
interest expense with respect to capitalized leases) for such period plus
rental expense with respect to noncapitalized leases for such period, all
determined in accordance with GAAP.


 


“Fourth Amendment”
is defined in the recitals hereto.


 


“Funded Indebtedness”
shall mean, without duplication, the sum of (i) the consolidated Indebtedness
of the Borrowers minus (ii) the consolidated total trade liabilities and
accrued expenses of the Borrowers minus (iii) Indebtedness of the Borrowers
under the Deferred Compensation Plan and the Tax Allocation Agreement minus
(iv) accrued incentive compensation expenses.


 


“GAAP” means
generally accepted accounting principles consistently applied.


 


“Guarantor” is
defined in the recitals hereto.


 


“Guarantor Security
Agreement” is defined in Section 5.4(f).


 


“Guarantor Stock
Pledge Agreement” is defined in Section 5.4(g).


 


“Guaranty” is defined
in Section 5.4(e).


 


“HPAC” means HP
Acquisition Corp., a Delaware corporation.


 


“HPI Merger Agreement”
shall mean the Agreement and Plan of Merger dated as of June 8, 2000,
among SCC, HPAC and the Company, as amended by (i) a certain First
Amendment to Agreement and Plan of Merger dated as of August 14, 2000 and
(ii) a certain Second Amendment to Agreement and Plan of Merger dated as
of August 23, 2000.


 


“Incentive
Compensation” means any amounts payable to the Management Investors (as
such term was defined in the Subordinated Note Purchase Agreement) pursuant to
any incentive compensation plan established by the Company or any of its
Subsidiaries in respect of the Company’s or any of its Subsidiaries’ actual
financial performance measured against budgeted financial performance as set
forth in Section 5(c) of the Employment Agreements (as such term was defined in
the Subordinated Note Purchase Agreement).


 


“Indebtedness” as
applied to any Person, shall mean all obligations of that Person which are included
in clauses (i), (ii), (iii) and (iv) of the definition of Liabilities below,
irrespective of whether or not any such obligations also would be included
within any other clause of such definition, but including, however, (a)
obligations properly treated as capital lease obligations or their equivalent
under GAAP, (b) any obligation of such Person or an ERISA Affiliate to a
Multiemployer Plan and (c) any indebtedness secured by a lien on a Person’s
assets.


 


“Interest Payment Date”
is defined in Section 2.3(b).


 


“Interest Period”,
with respect to any Eurodollar Rate Loan or Eurodollar Rate Portion of the Term
Loan, means the period commencing on, as the case may be, the Borrowing Date or
conversion date with respect to a Eurodollar Rate Loan or the Effective Date
with respect to a Eurodollar Rate Portion, and ending 30, 60, 90, 180 or 360
days thereafter as selected by the Borrowers in their notice of borrowing as
provided in Section 2.1 or Section 3.2, as applicable; and


 


The foregoing provisions
relating to Interest Periods are subject to the following:


 


(a)           any Interest Period with respect to a
Eurodollar Rate Loan or a Eurodollar Rate Portion that shall commence on the
last London Banking Day of the calendar month (or on any day for which there is
no


 

















 


numerically corresponding
day in the appropriate subsequent calendar month) shall end on the last London
Banking Day of the appropriate subsequent calendar month;


 


(b)           each Interest Period that would
otherwise end on a day which is not a London Banking Day shall end on the next
succeeding London Banking Day, or, if such next succeeding London Banking Day
falls in the next succeeding calendar month, on the next preceding London
Banking Day; and


 


(c)           no Interest Period on a Eurodollar
Rate Loan or a Eurodollar Rate Portion may end after the respective maturity
date of the Revolving Credit Note or the Term Note, as the case may be.


 


“Inventory” shall
have the meaning provided in the Uniform Commercial Code.


 


“ISDA Master Agreement”
is defined in Section 6.1(a)(viii).


 


“Landlord Estoppel
Certificate” is defined in Section 6.1(a)(vi).


 


“Leases” shall
mean the leases of real property set forth on Schedule 7.5 hereto to
which one or more of the Borrowers are a party.


 


“Lender” is
defined in the preamble.


 


“Letters of Credit”
is defined in Section 2.7.


 


“Liabilities” as
applied to any Person shall mean:  (i)
all obligations of that Person to repay or pay money borrowed from another
Person or the deferred portion of the purchase price of services or property
(other than inventory purchased in the ordinary course of business unless
evidenced by a note payable); (ii) all obligations of that Person under bankers
acceptances and all obligations of that Person for the principal component of
capitalized leases; (iii) all obligations of that Person under letters of
credit; (iv) obligations of others which that Person has directly or indirectly
guaranteed, endorsed (otherwise than for collection or deposit in the ordinary
course of business), discounted or sold with recourse or agreed (contingently
or otherwise) to purchase or repurchase or otherwise acquire, or in respect of
which that Person has agreed to supply or advance funds (whether by way of
loan, stock purchase, capital contribution or otherwise) or otherwise to become
directly or indirectly liable; (v) all obligations evidenced or secured by any
mortgage, pledge, lien or conditional sale or other title retention agreement
to which any property or asset owned or held by that Person is subject, whether
or not the obligation evidenced or secured thereby shall have been assumed; and
(vi) all other items (except items of capital stock, capital surplus, general
contingency reserves, deferred income taxes, retained earnings and amounts
attributable to minority interest, if any) which in accordance with GAAP would
be included in determining total liabilities as shown on the liability side of
a balance sheet of that Person as of the date Liabilities is to be determined;
excluding, however, from the foregoing, obligations of that Person properly
treated as capital lease obligations or their equivalent under GAAP.


 


“Loan Documents”
shall mean collectively this Agreement, the Notes, the Borrower Security
Agreements, the Copyright Security Agreements, the Copyright Collateral
Agreements, the Stock Pledge Agreements, the Assignment of Leasehold Interest,
the Assignments of Life Insurance Policies, the ISDA Master Agreement, the
Guaranty, the Guarantor Security Agreement, the Guarantor Stock Pledge
Agreement, the Octagon Investment Property Security Agreement, the Octagon
Control Agreement, the UCC financing statements executed by the Borrowers and
the Guarantor in favor of the Lender and all of the other agreements, documents
and instruments evidencing or securing at any time the Loans or any obligation,
contingent or otherwise, whether now existing or hereafter arising, of any
Borrower to the Lender or any of its Affiliates arising under or in connection
with any Rate Management Transaction.


 


“Loans” shall mean
collectively the Revolving Credit Loans, the Term Loan and the Octagon Interim
Term Loan.


 


“London Banking Days”
shall mean days on which transactions are carried out in the London Interbank
Market.


 

















 


“Management Advisory
Services Agreement” shall mean the Management Advisory Services Agreement
dated as of December 21, 2000, by and among the Original Borrowers and SCC,
pursuant to which the Original Borrowers have agreed to pay to the SCC certain
management advisory services fees.


 


“Material Adverse
Effect” shall mean (i) a materially adverse effect on the business or
financial position, results of operations or prospects of the Company, the
Guarantor or CMI, as applicable, and its respective Subsidiaries considered as
a whole, (ii) material impairment of the ability of a Borrower or the
Guarantor, as applicable, or its respective Subsidiaries to perform, in any
material respect, any of its obligations under this Agreement or the other Loan
Documents to which it is or will be a party, or (iii) material impairment
of the rights of or benefits available to the Lender under this Agreement.


 


“MNRMI” is defined
in the preamble.


 


“Multiemployer Plan”
shall mean a Plan described in Section 4001(a)(3) of ERISA to which any
Borrower, the Guarantor or any ERISA Affiliate is required to contribute on
behalf of any of its employees.


 


“Net Worth” shall
mean the total of capital stock (less treasury stock), paid in surplus, general
contingency reserves, and retained earnings (deficit) of the Company on a
consolidated basis, determined in accordance with GAAP, after eliminating all
amounts properly attributable to minority interests, if any, in the stock and
surplus.


 


“Notes” is defined
in Section 5.2.


 


“OBWC” is defined
in Section 7.21.


 


“OBWC Contracts”
means those certain contracts, each effective January 1, 1999, respectively by
and between (i) CHSI and the OBWC, and (ii) CHSI (as assignee of Community
Insurance Company d/b/a/ Anthem Blue Cross/Blue Shield) and the OBWC, together
with any successor or subsequent substantially similar agreements, in each case
under which CHSI is to provide medical management and cost containment services
in connection with the OBWC’s administration of workers’ compensation benefits,
each of the foregoing OBWC Contracts as renewed, modified, amended, substituted
or replaced from time to time.


 


“Octagon” is
defined in the preamble.


 


“Octagon Acquisition”
is defined in the recitals hereto.


 


“Octagon Balance Sheet”
is defined in Section 7.8(b).


 


“Octagon Control
Agreement” is defined in Section 5.4(h).


 


“Octagon Interim Term
Loan” is defined in Section 4.1.


 


“Octagon Interim Term
Loan Maturity Date” is defined in Section 4.2(d).


 


“Octagon Interim Term
Note” is defined in Section 4.2.


 


“Octagon Investment
Property Security Agreement” is defined in Section 5.4(h).


 


“Octagon Purchase
Price” is defined in the recitals hereto.


 


“Octagon Shares”
is defined in the recitals hereto.


 


“Octagon Stock
Purchase Agreement” is defined in the recitals hereto.


 


“Original Assignment
of Leasehold Interest” is defined in the recitals hereto.


 

















 


“Original Assignment
of Life Insurance Policies” and “Original Assignments of Life Insurance
Policies” are defined in the recitals hereto.


 


“Original Barron Risk
Security Agreements” is defined in the recitals hereto.


 


“Original Barron Risk
Stock Pledge Agreement” is defined in the recitals hereto.


 


“Original Borrower
Security Agreement” and “Original Borrower Security Agreements” are
defined in the recitals hereto.


 


“Original Borrowers”
is defined in the recitals hereto.


 


“Original Copyright
Security Agreement” and “Original Copyright Security Agreements” are
defined in the recitals hereto.


 


“Original Guarantor
Assignment of Life Insurance Policies” is defined in the recitals hereto.


 


“Original Guarantor
Security Agreement” is defined in the recitals hereto.


 


“Original Guarantor
Stock Pledge Agreement” is defined in the recitals hereto.


 


“Original Guaranty”
is defined in the recitals hereto.


 


“Original
Intercreditor Agreement” is defined in the recitals hereto.


 


“Original ISDA Master
Agreement” is defined in the recitals hereto.


 


“Original Loan
Agreement” is defined in the recitals hereto.


 


“Original Loan
Documents” is defined in the recitals hereto.


 


“Original Notes”
is defined in the recitals hereto.


 


“Original Revolving
Credit Commitment” is defined in the recitals hereto.


 


“Original Revolving
Credit Note” is defined in the recitals hereto.


 


“Original Stock Pledge
Agreement” and “Original Stock Pledge Agreements” are defined in the
recitals hereto.


 


“Original Term Note”
is defined in the recitals hereto.


 


“Original Trigon
Security Agreements” is defined in the recitals hereto.


 


“Original Trigon Stock
Pledge Agreements” is defined in the recitals hereto.


 


“PBGC” shall mean
the Pension Benefit Guarantee Corporation established pursuant to Subtitle A of
Title IV of ERISA.


 


“Permitted Liens”
is defined in Section 9.2.


 


“Person” shall
mean a corporation, an association, a partnership, a limited liability company,
an organization, a business, an individual, a government or political
subdivision thereof or a governmental agency.


 


“Plan” shall mean
any plan (other than a Multiemployer Plan) subject to Title IV of ERISA
maintained for employees of any Borrower, the Guarantor or any ERISA Affiliate,
and any such plan no longer maintained by any


 

















 


Borrower, the Guarantor
or any of its ERISA Affiliates to which any Borrower, the Guarantor or any of
their ERISA Affiliates has made or was required to make any contributions
within any of the preceding five years.


 


“Prime Rate” shall
mean on any day the per annum rate published or announced by the Lender from
time to time as its prime rate, which may not be the Lender’s lowest rate.


 


“Prior Revolving
Credit Loans” is defined in the recitals hereto.


 


“Prior Term Loan”
is defined in the recitals hereto.


 


“Rate Management
Transaction” means any transaction (including an agreement with respect
thereto) now existing or hereafter entered into between any Borrower and the
Lender which is a rate swap, basis swap, forward rate transaction, commodity
swap, commodity option, equity or equity index swap, equity or equity index
option, bond option, interest rate option, foreign exchange transaction, cap
transaction, floor transaction, collar transaction, forward transaction,
currency swap transaction, cross-currency rate swap transaction, currency
option or any other similar transaction (including any option with respect to
any of these transactions) or any combination thereof, whether linked to one or
more interest rates, foreign currencies, commodity prices, equity prices or
other financial measures.


 


“Reportable Event”
shall mean any of the events set forth in Section 4043(b) of ERISA or the
regulations thereunder, a withdrawal from a Plan described in Section 4063 of
ERISA, a cessation of operations described in Section 4068(f) of ERISA, an
amendment to a Plan necessitating the posting of security under Section
401(a)(29) of the Code, or a failure to make a payment required by Section
412(m) of the Code and Section 302(e) of ERISA when due.


 


“Revolving Credit
Commitment” is defined in Section 2.1.


 


“Revolving Credit Loan”
is defined in Section 2.1.


 


“Revolving Credit Note”
is defined in Section 2.2.


 


“St. Paul” is
defined in the recitals hereto.


 


“SCC” shall mean
Security Capital Corporation, a Delaware corporation.


 


“Second Amendment”
is defined in the recitals hereto.


 


“Second Restated Notes”
is defined in the recitals hereto.


 


“Second Restated
Revolving Credit Note” is defined in the recitals hereto.


 


“Second Restated Term
Note” is defined in the recitals hereto.


 


“Sixth Amendment”
is defined in the recitals hereto.


 


“State” shall mean
the State of Ohio.


 


“Stock Pledge
Agreement” and “Stock Pledge Agreements” are defined in Section
5.4(b).


 


“Subordinated
Indebtedness” shall mean all Indebtedness of the Borrowers that is
subordinated to all Indebtedness now or hereafter owed by the Borrowers to the
Lender on specific terms and conditions satisfactory to, and approved in
writing by, the Lender.


 


“Subordinated Lender”
is defined in the recitals hereto.


 


“Subordinated Note”
is defined in the recitals hereto.


 

















 


“Subordinated Note
Purchase Agreement” shall mean the Senior Subordinated Note Purchase
Agreement dated as of December 21, 2000 among the Guarantor, as borrower, the
Original Borrowers, as guarantors, and the Subordinated Lender, as purchaser.


 


“Subsidiary” of a
corporation shall mean any corporation of which more than 50% of the
outstanding stock having ordinary voting power to elect a majority of the board
of directors of such corporation is directly or indirectly owned by such corporation
or by such corporation and any of its Subsidiaries taken together.


 


“Tax Agreement
Payments” shall mean payments made by the Borrowers, the Guarantor or their
respective Subsidiaries to SCC pursuant to the Tax Allocation Agreement;
provided, however, that in no event shall the amount of such payments by the
Borrowers, the Guarantor and their respective Subsidiaries under such agreement
with respect to any Fiscal Year exceed the aggregate dollar amount of income
taxes that such entities would have paid with respect to such Fiscal Year had
they filed consolidated income tax returns, including no other Person (for
avoidance of doubt, in calculating such amount the amount of any Tax Agreement
Payments shall be excluded (i.e., shall not be considered an expense)).


 


“Tax Allocation
Agreement” means the Tax Allocation Agreement dated December 21, 2000 among
SCC, the Guarantor and the Borrowers, as amended from time to time with the
prior written consent of the Lender.


 


“Term Loan” is
defined in Section 3.1.


 


“Term Note” is
defined in Section 3.2.


 


“Third Amendment”
is defined in the recitals hereto.


 


“Total Debt Service”
means all principal payments, interest payments (after taking into account
hedging arrangements and including, without limitation, the interest component
of capitalized leases), letter of credit fees and reimbursements, capital lease
payments and repayments of the Anthem Indebtedness (all without duplication)
due and payable during the relevant fiscal period for which such calculation is
being made.


 


“Transaction Documents”
is defined in Section 9.21.


 


“Trigon” is
defined in the recitals hereto.


 


“Trigon Stock Purchase
Agreement” is defined in the recitals hereto.


 


“2003 Merger” is
defined in Section 8.19.


 


“Uniform Commercial
Code” shall mean the Uniform Commercial Code as adopted in the State, as
amended from time to time.


 


“Unused Commitment”
is defined in Section 5.1.


 


“Variable Rate Loan(s)”
is defined in Section 5.1.


 


“Variable Rate Portion”
is defined in Section 3.2(b).


 


“Variable Term Rate”
is defined in Section 3.2(b).


 


“Wagner Life Insurance
Policy” shall mean a life insurance policy issued by a life insurance
company reasonably acceptable to the Lender and any supplemental contracts
issued in connection therewith, which policy shall have an unencumbered face
value of not less than $3,000,000 upon the life of Jonathan R. Wagner.