<PAGE>

                                                                  EXHIBIT: 10.34

                                                                  EXECUTION COPY

                           REVOLVING CREDIT AGREEMENT

                          DATED AS OF SEPTEMBER 3, 2003

                                      AMONG

                                  CERTEGY INC.
                                   as Borrower

                        And Certain Designated Borrowers

                   THE LENDERS FROM TIME TO TIME PARTY HERETO

                                  SUNTRUST BANK
                             as Administrative Agent

                       WACHOVIA BANK, NATIONAL ASSOCIATION
                              as Syndication Agent

                                       AND

                              BANK OF AMERICA, N.A.
                             as Documentation Agent

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

                         SUNTRUST CAPITAL MARKETS, INC.
                          as Arranger and Book Manager

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                                TABLE OF CONTENTS

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<S>                                                                                                       <C>
ARTICLE I         DEFINITIONS; CONSTRUCTION.............................................................    1

Section 1.1.      Definitions...........................................................................    1
Section 1.2       Classifications of Loans and Borrowings...............................................   21
Section 1.3.      Accounting Terms and Determination....................................................   22
Section 1.4.      Terms Generally.......................................................................   22

ARTICLE II        AMOUNT AND TERMS OF THE COMMITMENTS...................................................   22

Section 2.1.      General Description of Facilities.....................................................   22
Section 2.2.      Revolving Loans.......................................................................   23
Section 2.3.      Procedure for Revolving Borrowings....................................................   23
Section 2.4.      Swingline Commitment..................................................................   24
Section 2.5.      Procedure for Swingline Borrowing; Etc................................................   24
Section 2.6.      Competitive Bid Borrowings............................................................   25
Section 2.7.      Multi-Currency Borrowings.............................................................   28
Section 2.8.      Funding of Borrowings.................................................................   29
Section 2.9.      Interest Elections; Conversions; Continuations........................................   29
Section 2.10.     Optional Reduction and Termination of Commitments.....................................   31
Section 2.11.     Repayment of Loans....................................................................   31
Section 2.12.     Evidence of Indebtedness..............................................................   32
Section 2.13.     Optional Prepayments..................................................................   32
Section 2.14.     Interest on Loans.....................................................................   33
Section 2.15.     Fees..................................................................................   34
Section 2.16.     Computation of Interest and Fees......................................................   35
Section 2.17.     Inability to Determine Interest Rates.................................................   35
Section 2.18.     Illegality............................................................................   36
Section 2.19.     Increased Costs.......................................................................   36
Section 2.20.     Funding Indemnity.....................................................................   38
Section 2.21.     Taxes.................................................................................   39
Section 2.22.     Payments Generally; Pro Rata Treatment; Sharing of Set-offs...........................   41
Section 2.23.     Mitigation of Obligations; Replacement of Lenders.....................................   43
Section 2.24.     Letters of Credit.....................................................................   43
Section 2.25.     Addition and Release..................................................................   48
Section 2.26.     Increase in Commitments...............................................................   48

ARTICLE III.      CONDITIONS PRECENT TO LOANS AND LETTERS OF CREDIT.....................................   49

Section 3.1.      Conditions of Effectiveness...........................................................   49
Section 3.2.      Each Credit Event.....................................................................   51
Section 3.3.      Delivery of Documents.................................................................   52
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                                       ii

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<TABLE>
<S>                                                                                                        <C>
ARTICLE IV.       REPRESENTATIONS AND WARRANTIES........................................................   52

Section 4.1.      Existence; Power......................................................................   52
Section 4.2.      Organizational Power; Authorization...................................................   52
Section 4.3.      Governmental approvals; No Conflicts..................................................   52
Section 4.4.      Financial Statements..................................................................   53
Section 4.5.      Litigation and Environmental Matters..................................................   53
Section 4.6.      Compliance with Laws and Agreements...................................................   53
Section 4.7.      Investment Company Act, Etc...........................................................   54
Section 4.8.      Taxes.................................................................................   54
Section 4.9.      Margin Regulations....................................................................   54
Section 4.10.     ERISA.................................................................................   54
Section 4.11.     Ownership of Property.................................................................   54
Section 4.12.     Disclosure............................................................................   55
Section 4.13.     Labor Relations.......................................................................   55
Section 4.14.     Subsidiaries..........................................................................   55
Section 4.15.     Indebtedness at Funding Date..........................................................   55
Section 4.16.     Investments...........................................................................   55

ARTICLE V.        AFFIRMATIVE COVENANTS.................................................................   55

Section 5.1.      Financial Statements and Other Information............................................   56
Section 5.2.      Notices of Material Events............................................................   57
Section 5.3.      Existence; Conduct of Business........................................................   58
Section 5.4.      Compliance with Laws, Etc.............................................................   58
Section 5.5.      Payment of Obligations................................................................   58
Section 5.6.      Books and Records.....................................................................   58
Section 5.7.      Visitation, Inspection, Etc...........................................................   58
Section 5.8.      Maintenance of Properties; Insurance..................................................   58
Section 5.9.      Use of Proceeds and Letters of Credit.................................................   59

ARTICLE VI.       FINANCIAL COVENANTS...................................................................   59

Section 6.1.      Leverage Ratio........................................................................   59
Section 6.2.      Fixed Charge Coverage Ratio...........................................................   59

ARTICLE VII.      NEGATIVE COVENANTS....................................................................   59

Section 7.1.      Subsidiary Indebtedness...............................................................   59
Section 7.2.      Negative Pledge.......................................................................   60
Section 7.3.      Fundamental Changes...................................................................   61
Section 7.4.      Investments, Loans, Acquisitions, Etc.................................................   62
Section 7.5.      Restricted Payments...................................................................   63
Section 7.6.      Sale of Assets........................................................................   64
</TABLE>

                                       iii

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<TABLE>
<S>                                                                                                        <C>
Section 7.7.      Transactions with Affiliates..........................................................   64
Section 7.8.      Restrictive Agreements................................................................   64
Section 7.9.      Hedging Agreements....................................................................   65
Section 7.10.     Amendment to Material Documents.......................................................   65
Section 7.11.     Accounting Changes....................................................................   65

ARTICLE VIII.     EVENTS OF DEFAULT.....................................................................   65

Section 8.1.      Events of Default.....................................................................   66

ARTICLE IX.       THE ADMINISTRATIVE AGENT..............................................................   68

Section 9.1.      Appointment of Administrative Agent...................................................   68
Section 9.2.      Nature of Duties of Administrative Agent..............................................   69
Section 9.3.      Lack of Reliance on the Administrative Agent..........................................   69
Section 9.4.      Certain Rights of the Administrative Agent............................................   70
Section 9.5.      Reliance by Administrative Agent......................................................   70
Section 9.6.      The Administrative Agent and its Individual Capacity..................................   70
Section 9.7.      Successor Administrative Agent........................................................   70
Section 9.8.      Additional Agencies; No Duties Imposed Upon Syndication Agents
                  or Documentation Agents...............................................................   71

ARTICLE X.        MISCELLANEOUS.........................................................................   71

Section 10.1.     Notices...............................................................................   71
Section 10.2.     Waiver; Amendments....................................................................   73
Section 10.3.     Expenses; Indemnification.............................................................   74
Section 10.4.     Successors and Assigns................................................................   76
Section 10.5.     Governing Law; Jurisdiction; Consent to Service of Process............................   78
Section 10.6.     Waiver of Jury Trial..................................................................   79
Section 10.7.     Right of Setoff.......................................................................   79
Section 10.8.     Counterparts; Integration.............................................................   79
Section 10.9.     Survival..............................................................................   80
Section 10.10.    Severability..........................................................................   80
Section 10.11.    Confidentiality.......................................................................   80
Section 10.12.    Interest Rate Limitation..............................................................   81
Section 10.13.    Currency Conversion...................................................................   81
Section 10.14.    Exchange Rates........................................................................   82

ARTICLE XI.       BORROWER GUARANTEE....................................................................   82

Section 11.1.     Guarantee.............................................................................   82
Section 11.2.     Guaranteed Obligations Not Waived.....................................................   83
Section 11.3.     Guarantee of Payment..................................................................   83
Section 11.4.     No Discharge of Diminishment of Guarantee.............................................   83
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                                       iv

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<S>                                                                                                        <C>
Section 11.5.     Defenses of Borrower Waived...........................................................   84
Section 11.6.     Agreement to Pay; Subordination.......................................................   84
Section 11.7.     Information...........................................................................   84
Section 11.8.     Taxes, etc............................................................................   85
Section 11.9.     Failure to Pay in Foreign Currency....................................................   85
Section 11.10.    Termination...........................................................................   85
</TABLE>

Schedules

         Schedule I          -  Applicable Margin and Applicable Percentage
         Schedule 1.1        -  Foreign Currency Payment Accounts
         Schedule 4.5        -  Environmental Matters
         Schedule 4.14       -  Subsidiaries
         Schedule 4.15       -  Funding Date Indebtedness
         Schedule 4.16       -  Investments
         Schedule 7.2        -  Funding Date Liens

Exhibits

         Exhibit A           -  Form of Revolving Credit Note
         Exhibit B           -  Form of Competitive Bid Note
         Exhibit C           -  Form of Swingline Note
         Exhibit D           -  Form of Assignment and Acceptance
         Exhibit E           -  Form of Intercompany Note
         Exhibit F-1         -  Form of Opinion of Counsel to Borrower
         Exhibit F-2         -  Form of Opinion of the General Counsel of
                                Borrower
         Exhibit G           -  Form of Designated Borrower Acknowledgment and
                                Agreement
         Exhibit H           -  Form of Designated Borrower Notice of Withdrawal
         Exhibit I           -  Form of Lender Joinder Agreement
         Exhibit J           -  Form of New commitment Acknowledgment
         Exhibit K           -  Form of Indenture
         Exhibit 2.3         -  Form of Notice of Revolving Borrowing
         Exhibit 2.5         -  Form of Notice of Swingline Borrowing
         Exhibit 2.6-A       -  Form of Competitive Bid Request
         Exhibit 2.6-B       -  Form of Notice of Lenders of Competitive Bid
                                Request
         Exhibit 2.9         -  Form of Continuation/Conversion
         Exhibit 3.1(b)(iv)  -  Form of Secretary's Certificate
         and 3.1(b)(vii)
         Exhibit 3.1(b)(ix)  -  Form of Officer's Certificate

                                        v
<PAGE>

                           REVOLVING CREDIT AGREEMENT

         THIS REVOLVING CREDIT AGREEMENT (this "Agreement") is made and entered
into as of September 3, 2003, by and among CERTEGY INC., a Georgia corporation
(the "Borrower"), any Designated Borrower (as defined below) which becomes a
party hereto from time to time, the several banks and other financial
institutions from time to time party hereto (the "Lenders"), Wachovia Bank,
National Association, as syndication agent, Bank of America, N.A., as
documentation agent and SUNTRUST BANK, in its capacity as Administrative Agent
for the Lenders (the "Administrative Agent").

                              W I T N E S S E T H:

                  WHEREAS, the Borrower has requested that the Lenders establish
a revolving credit facility in favor of the Borrower;

                  WHEREAS, subject to the terms and conditions of this
Agreement, the Lenders are willing to establish the requested revolving credit
facility.

                  NOW, THEREFORE, in consideration of the premises and the
mutual covenants herein contained, the Borrower, the Lenders and the
Administrative Agent agree as follows:

                                    ARTICLE I

                            DEFINITIONS; CONSTRUCTION

                  SECTION 1.1. DEFINITIONS.

                  In addition to the other terms defined herein, the following
terms used herein shall have the meanings herein specified (to be equally
applicable to both the singular and plural forms of the terms defined):

                  "ACQUISITION" shall mean any acquisition, whether by stock
purchase, asset purchase, merger, consolidation or otherwise of a Person or a
business line of a Person.

                  "ADJUSTED LIBOR" shall mean, with respect to each Interest
Period for a Eurocurrency Borrowing, the rate per annum obtained by multiplying
(i) LIBOR Rate for such Interest Period by (ii) the Statutory Reserve Rate.

                  "ADMINISTRATIVE AGENT" shall have the meaning assigned to such
term in the opening paragraph hereof.

                  "ADMINISTRATIVE QUESTIONNAIRE" shall mean, with respect to
each Lender, an administrative questionnaire in the form provided by the
Administrative Agent and submitted to the Administrative Agent duly completed by
such Lender.

<PAGE>

                  "AFFILIATE" shall mean, as to any Person, any other Person
that directly, or indirectly through one or more intermediaries, Controls, is
Controlled by, or is under common Control with, such Person.

                  "AGGREGATE NET AMOUNT" shall have the meaning given such term
in Section 7.4 hereof.

                  "AGGREGATE REVOLVING COMMITMENTS" shall mean the sum of the
Revolving Commitments of all Lenders at any time outstanding. On the Funding
Date, the Aggregate Revolving Commitments equal $200,000,000.

                  "APPLICABLE LENDING OFFICE" shall mean, for each Lender and
for each Type of Loan, the "Lending Office" of such Lender (or an Affiliate of
such Lender) designated for such Type of Loan in the Administrative
Questionnaire submitted by such Lender or such other office of such Lender (or
an Affiliate of such Lender) as such Lender may from time to time specify to the
Administrative Agent and the Borrower as the office by which its Loans of such
Type are to be made and maintained.

                  "APPLICABLE MARGIN" shall mean, as of any date, with respect
to all Revolving Loans outstanding on any date, the percentage designated in the
"Pricing Grid" attached hereto as Schedule I based on the Borrower's Senior Debt
Ratings in effect on such date with respect to Eurocurrency Loans or Base Rate
Loans, as the case may be. A change in the Applicable Margin resulting from a
change in the Senior Debt Ratings shall be effective on the day on which the
Rating Agency which has the highest Senior Debt Rating changes the Senior Debt
Ratings and which shall continue until the day prior to the day that further
changes become effective.

                  "APPLICABLE PERCENTAGE" shall mean, at any date, with respect
to the facility fee or the letter of credit fee, as the case may be, as of any
date, the percentage designated in the "Pricing Grid" attached hereto as
Schedule I based on the Borrower's Senior Debt Ratings in effect on such date
with respect to the facility fee or the letter of credit fee, as the case may
be. A change in the Applicable Percentage resulting from a change in the Senior
Debt Ratings shall be effective on the day on which the Rating Agency which has
the highest Senior Debt Rating changes the Senior Debt Ratings and which shall
continue until the day prior to the day that further changes become effective.

                  "ASSIGNMENT AND ACCEPTANCE" shall mean an assignment and
acceptance entered into by a Lender and an assignee (with the consent of any
party whose consent is required by Section 10.4(b)) and accepted by the
Administrative Agent, in the form of Exhibit D attached hereto or any other form
approved by the Administrative Agent.

                  "AVAILABILITY PERIOD" shall mean the period from the Funding
Date to the Commitment Termination Date.

                  "BASE RATE" shall mean the higher of (i) the per annum rate
which the Administrative Agent publicly announces from time to time to be its
prime lending rate, as in effect from time to

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time, and (ii) the Federal Funds Rate, as in effect from time to time, plus
one-half of one percent (0.50%). The Administrative Agent's prime lending rate
is a reference rate and does not necessarily represent the lowest or best rate
charged to customers. The Administrative Agent may make commercial loans or
other loans at rates of interest at, above or below the Administrative Agent's
prime lending rate. Each change in the Administrative Agent's prime lending rate
shall be effective from and including the date such change is publicly announced
as being effective.

                  "BORROWER" shall have the meaning in the introductory
paragraph hereof.

                  "BORROWING" shall mean a borrowing consisting of (i) Loans of
the same Class and Type, made, converted or continued on the same date and in
the case of Eurocurrency Loans, as to which a single Interest Period is in
effect, or (ii) a Swingline Loan.

                  "BUSINESS DAY" shall mean any day other than a Saturday or
Sunday on which banks are not authorized or required to close in Atlanta,
Georgia or New York, New York and, if the applicable Business Day relates to the
advance or continuation of, conversion into, or payment on a Eurocurrency
Borrowing or a Competitive Bid Borrowing (i) in a currency other than Euros, on
which banks are dealing in Dollar or any Foreign Currency (other than Euros)
deposits, as applicable, in the applicable interbank eurocurrency market in
London, England, and in the country of issue of the currency of such
Eurocurrency Borrowing or Competitive Bid Borrowing, and (ii) in Euros, on which
the TARGET payment system is open for the settlement of payments in Euros.

                  "CALCULATION DATE" shall mean the last Business Day of each
calendar quarter.

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

                  "CHANGE IN CONTROL" shall mean the occurrence of one or more
of the following events: (a) any sale, lease, exchange or other transfer (in a
single transaction or a series of related transactions) of all or substantially
all of the assets of the Borrower to any Person or "group" (within the meaning
of the Securities Exchange Act of 1934 and the rules of the Securities and
Exchange Commission thereunder in effect on the date hereof), (b) the
acquisition of ownership, directly or indirectly, beneficially or of record, by
any Person or "group" (within the meaning of the Securities Exchange Act of 1934
and the rules of the Securities and Exchange Commission thereunder as in effect
on the date hereof) of 30% or more of the outstanding shares of the voting stock
of the Borrower; or (c) occupation of a majority of the seats (other than vacant
seats) on the board of directors of the Borrower by Persons who were neither (i)
nominated by the current board of directors or (ii) appointed by directors so
nominated.

                  "CHANGE IN LAW" shall mean (i) the adoption of any applicable
law, rule or regulation after the date of this Agreement, (ii) any change in any
applicable law, rule or regulation, or any change in the interpretation or
application thereof, by any Governmental Authority after the date of

                                       3

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this Agreement, or (iii) compliance by any Lender (or its Applicable Lending
Office) or the Issuing Bank (or for purposes of Section 2.19(b), by such
Lender's or the Issuing Bank's holding company, if applicable) with any request,
guideline or directive (whether or not having the force of law) of any
Governmental Authority made or issued after the date of this Agreement.

                  "CLASS", when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans comprising such Borrowing, are
Revolving Loans, Competitive Bid Loans, or Swingline Loans and when used in
reference to any Commitment, refers to whether such Commitment is a Revolving
Commitment or a Swingline Commitment.

                  "CODE" shall mean the Internal Revenue Code of 1986, as
amended and in effect from time to time.

                  "COMMITMENT" shall mean a Revolving Commitment or a Swingline
Commitment or any combination thereof (as the context shall permit or require).

                  "COMMITMENT TERMINATION DATE" shall mean the earliest of (i)
the third anniversary of the Funding Date, (ii) the date on which the Revolving
Commitments are terminated pursuant to Section 2.10 and (iii) the date on which
all amounts outstanding under this Agreement have been declared or have
automatically become due and payable (whether by acceleration or otherwise).

                  "COMPETITIVE BID" shall mean an offer by a Lender to make a
Competitive Bid Loan substantially in the form of Exhibit 2.6-C, to be delivered
by a Lender to the Administrative Agent in response to a Competitive Bid
Request.

                  "COMPETITIVE BID LOAN" shall mean a Loan made pursuant to
Section 2.6.

                  "COMPETITIVE BID MARGIN" shall mean with respect to any
Competitive Bid Loan bearing interest at a rate based on the Adjusted LIBOR, the
marginal rate of interest, if any, to be added to or subtracted from the
Adjusted LIBOR to determine the rate of interest applicable to such Competitive
Bid Loan, as specified by the Lender in its related Competitive Bid.

                  "COMPETITIVE BID NOTE" shall mean a promissory note of the
Borrower payable to the order of any requesting Lender in the principal amount
of the Aggregate Revolving Commitments, in substantially the form of Exhibit B.

                  "COMPETITIVE BID RATE" shall mean, with respect to any
Competitive Bid, the Competitive Bid Margin or the Fixed Rate, as applicable,
offered by the Lender making such Competitive Bid.

                  "COMPETITIVE BID REQUEST" shall mean a request for a proposed
Fixed Rate or a Competitive Bid Margin at which a Competitive Bid Loan may be
made, substantially in the form of Exhibit 2.6-A submitted by the Borrower to
the Administrative Agent in accordance with Section 2.6.

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<PAGE>

                  "CONSOLIDATED EBIT" shall mean, for the Borrower and its
Subsidiaries for any period, an amount equal to the sum of (a) Consolidated Net
Income for such period plus (b) to the extent deducted in determining
Consolidated Net Income for such period, (i) Consolidated Interest Expense, (ii)
income tax expense and (iii) all other non-cash charges (and minus all other
non-cash gains), determined on a consolidated basis in accordance with GAAP in
each case for such period.

                  "CONSOLIDATED EBITDA" shall mean, for the Borrower and its
Subsidiaries for any period, an amount equal to the sum of (a) Consolidated Net
Income for such period plus (b) to the extent deducted in determining
Consolidated Net Income for such period, (i) Consolidated Interest Expense, (ii)
income tax expense, (iii) depreciation and amortization and (iv) all other
non-cash charges (and minus all other non-cash gains), determined on a
consolidated basis in accordance with GAAP in each case for such period.

                  "CONSOLIDATED EBITDAR" shall mean, for the Borrower and its
Subsidiaries for any period, an amount equal to the sum of (a) Consolidated
EBITDA and (b) Consolidated Lease Expense.

                  "CONSOLIDATED FIXED CHARGES" shall mean, for the Borrower and
its Subsidiaries for any period, the sum (without duplication) of (a)
Consolidated Interest Expense for such period and (b) Consolidated Lease Expense
for such period.

                  "CONSOLIDATED INTEREST EXPENSE" shall mean, for the Borrower
and its Subsidiaries for any period determined on a consolidated basis in
accordance with GAAP, the sum of (i) total interest expense, including without
limitation the interest component of any payments in respect of Capital Lease
Obligations capitalized or expensed during such period (whether or not actually
paid during such period) plus (ii) the net amount payable (or minus the net
amount receivable) under Hedging Agreements during such period (whether or not
actually paid or received during such period).

"CONSOLIDATED LEASE EXPENSE" shall mean, for any period, the aggregate amount of
fixed and contingent rentals payable by the Borrower and its Subsidiaries with
respect to leases of real and personal property (excluding Capital Lease
Obligations) determined on a consolidated basis in accordance with GAAP for such
period.

                  "CONSOLIDATED NET INCOME" shall mean, for any period, the net
income (or loss) of the Borrower and its Subsidiaries for such period determined
on a consolidated basis in accordance with GAAP, but excluding therefrom (to the
extent otherwise included therein) (i) any extraordinary gains or losses, (ii)
any gains attributable to write-ups of assets, (iii) any equity interest of the
Borrower or any Subsidiary of the Borrower in the unremitted earnings of any
Person that is not a Subsidiary and (iv) any income (or loss) of any Person
accrued prior to the date it becomes a Subsidiary or is merged into or
consolidated with the Borrower or any Subsidiary on the date that such Person's
assets are acquired by the Borrower or any Subsidiary.

                  "CONSOLIDATED SUBSIDIARY" shall mean, at any date, any Person
that, in accordance with GAAP, would be consolidated in the Borrower's
consolidated financial statements on such date.

                                       5

<PAGE>

                  "CONSOLIDATED TOTAL ASSETS" shall mean, at any time, the total
assets of the Borrower and its Consolidated Subsidiaries, determined on a
consolidated basis, in accordance with GAAP.

                  "CONSOLIDATED TOTAL DEBT" shall mean, at any time, without
duplication, the sum of (i) all then currently outstanding obligations,
liabilities and indebtedness of the Borrower and its Subsidiaries on a
consolidated basis of the types described in the definition of Indebtedness
(other than the type described in clause (xi) of the definition thereof),
including, but not limited to, all obligations under the Loan Documents plus
(ii) all Indebtedness of any Permitted Securitization Subsidiary.

                  "CONTROL" shall mean the power, directly or indirectly, either
to (i) vote 5% or more of securities having ordinary voting power for the
election of directors (or persons performing similar functions) of a Person or
(ii) direct or cause the direction of the management and policies of a Person,
whether through the ability to exercise voting power, by contract or otherwise.
The terms "CONTROLLING", "CONTROLLED BY", and "UNDER COMMON CONTROL WITH" have
meanings correlative thereto.

                  "DEFAULT" shall mean any condition or event that, with the
giving of notice or the lapse of time or both, would constitute an Event of
Default.

                  "DEFAULT INTEREST" shall have the meaning set forth in Section
2.14(d).

                  "DEFAULTING LENDER" shall mean any Lender with respect to
which a Lender Default is in effect.

                  "DESIGNATED BORROWER" or "DESIGNATED BORROWERS", shall have
the meaning set forth in Section 2.25.

                  "DOLLAR(S)" and the sign "$" shall mean lawful money of the
United States of America.

                  "DOLLAR EQUIVALENT" shall mean, on any date of determination,
(i) with respect to any amount in Dollars, such amount, and (ii) with respect to
any amount in any Foreign Currency, the equivalent in Dollars of such amount,
determined by the Administrative Agent pursuant to Section 10.14 using the
applicable Exchange Rate with respect to such Foreign Currency at the time in
effect under the provisions of such Section 10.14.

                  "EMU LEGISLATION" shall mean the legislative measures of the
European Union for the introduction of, changeover to or operation of the Euro
in one or more member states.

                  "ENVIRONMENTAL LAWS" shall mean all laws, rules, regulations,
codes, ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by or with any Governmental
Authority, relating in any way to the environment,

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<PAGE>

preservation or reclamation of natural resources, the management, Release or
threatened Release of any Hazardous Material or to health and safety matters.

                  "ENVIRONMENTAL LIABILITY" shall mean any liability, contingent
or otherwise (including any liability for damages, costs of environmental
investigation and remediation, costs of administrative oversight, fines, natural
resource damages, penalties or indemnities), of the Borrower or any Subsidiary
directly or indirectly resulting from or based upon (a) any actual or alleged
violation of any Environmental Law, (b) the generation, use, handling,
transportation, storage, treatment or disposal of any Hazardous Materials, (c)
any actual or alleged exposure to any Hazardous Materials, (d) the Release or
threatened Release of any Hazardous Materials or (e) any contract, agreement or
other consensual arrangement pursuant to which liability is assumed or imposed
with respect to any of the foregoing.

                  "ERISA" shall mean the Employee Retirement Income Security Act
of 1974, as amended from time to time, and any successor statute.

                  "ERISA AFFILIATE" shall mean any trade or business (whether or
not incorporated), which, together with the Borrower, is treated as a single
employer under Section 414(b) or (c) of the Code or, solely for the purposes of
Section 302 of ERISA and Section 412 of the Code, is treated as a single
employer under Section 414 of the Code.

                  "ERISA EVENT" shall mean (a) any "reportable event", as
defined in Section 4043 of ERISA or the regulations issued thereunder with
respect to a Plan (other than an event for which the 30-day notice period is
waived); (b) the existence with respect to any Plan of an "accumulated funding
deficiency" (as defined in Section 412 of the Code or Section 302 of ERISA),
whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or
Section 303(d) of ERISA of an application for a waiver of the minimum funding
standard with respect to any Plan; (d) the incurrence by the Borrower or any of
its ERISA Affiliates of any liability under Title IV of ERISA with respect to
the termination of any Plan; (e) the receipt by the Borrower or any ERISA
Affiliate from the PBGC or a plan administrator appointed by the PBGC of any
notice relating to an intention to terminate any Plan or Plans or to appoint a
trustee to administer any Plan; (f) the incurrence by the Borrower or any of its
ERISA Affiliates of any liability with respect to the withdrawal or partial
withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by the
Borrower or any ERISA Affiliate of any notice, or the receipt by any
Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice,
concerning the imposition of Withdrawal Liability or a determination that a
Multiemployer Plan is, or is expected to be, insolvent or in reorganization,
within the meaning of Title IV of ERISA.

                  "EURO" or "E" shall mean the single currency of the European
Union as constituted by the Treaty on European Union and as referred to in the
EMU Legislation for the introduction of, changeover to or operation of the Euro
in one or more member states.

                  "EUROCURRENCY" when used in reference to any Loan or Borrowing
(including any Competitive Bid Loan or Borrowing), refers to whether such Loan,
or the Loans comprising such Borrowing, bears interest at a rate determined by
reference to (i) in the case of a Revolving Loan or

                                       7

<PAGE>

Revolving Borrowing, the Adjusted LIBOR and the Applicable Margin, or (ii) in
the case of a Competitive Bid Loan or Competitive Bid Borrowing, the Adjusted
LIBOR and the Competitive Bid Margin.

                  "EVENT OF DEFAULT" shall have the meaning provided in Article
VIII.

                  "EXCHANGE RATE" shall mean on any day, with respect to any
Foreign Currency, the offered rate at which such currency may be exchanged into
Dollars, as set forth at approximately 11:00 a.m. on such day on the Reuters NFX
Page (or comparable page on the Telerate or Bloomberg Service) for such
currency. In the event that such rate does not appear on the applicable page of
any such services, the Exchange Rate shall be determined by reference to such
other publicly available services for displaying exchange rates as may be agreed
upon by the Administrative Agent and the Borrower, or, in the absence of such
agreement, such Exchange Rate shall instead be the offered spot rate of exchange
of the Administrative Agent or, if the Administrative Agent shall so determine,
one of its affiliates in the market where its foreign currency exchange
operations in respect of such currency are then being conducted, at or about
10:00 a.m., local time, on such date for the purchase of Dollars for delivery
two Business Days later; provided that if at the time of any such determination,
for any reason, no such spot rate is being quoted, the Administrative Agent,
after consultation with the Borrower, may use any reasonable method it deems
appropriate to determine such rate, and such determination shall be conclusive
absent manifest error.

                  "EXCLUDED TAXES" shall mean with respect to the Administrative
Agent, any Lender, the Issuing Bank or any other recipient of any payment to be
made by or on account of any obligation of the Borrower hereunder, (a) income or
franchise taxes imposed on (or measured by) its net income by the United States
of America, or by the jurisdiction under the laws of which such recipient is
organized or in which any of its offices is located or, in the case of any
Lender, in which its applicable lending office is located, (b) any branch
profits taxes imposed by the United States of America or any similar tax imposed
by any other jurisdiction in which the Borrower is located and (c) in the case
of a Foreign Lender, any withholding tax that is imposed on amounts payable to
such Foreign Lender at the time such Foreign Lender becomes a party to this
Agreement (or designates a new lending office) or is attributable to such
Foreign Lender's failure to comply with Section 2.21(e), except to the extent
that such Foreign Lender (or its assignor, if any) was entitled, at the time of
designation of a new lending office (or assignment), to receive additional
amounts from the Borrower with respect to such withholding tax pursuant to
Section 2.21(a).

                  "EXECUTION DATE" shall mean September 3, 2003.

                  "FEDERAL FUNDS RATE" shall mean, for any day, the rate per
annum (rounded upwards, if necessary, to the next 1/100th of 1%) equal to the
weighted average of the rates on overnight Federal funds transactions with
member banks of the Federal Reserve System arranged by Federal funds brokers, as
published by the Federal Reserve Bank of New York on the next succeeding
Business Day or if such rate is not so published for any Business Day, the
Federal Funds Rate for such day shall be the average rounded upwards, if
necessary, to the next 1/100th of 1% of the quotations for such day on such
transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by the Administrative Agent.

                                       8

<PAGE>

                  "FIXED CHARGE COVERAGE RATIO" shall mean, for any period of
four consecutive fiscal quarters of the Borrower, the ratio of (a) Consolidated
EBITDAR for such period to (b) Consolidated Fixed Charges for such period.

                  "FIXED RATE" shall mean, with respect to any Competitive Bid
Loan (other than a Eurocurrency Competitive Bid Loan ), the fixed rate of
interest per annum specified by any Lender making such Competitive Bid Loan in
its related Competitive Bid.

                  "FOREIGN CURRENCY" shall mean, individually and collectively,
as the context requires, (i) Euros, (ii) the lawful currency of each of the
following countries, provided that such currencies are not deemed unavailable to
a Lender as a result of any of the circumstances relevant to such Lender as set
forth in Sections 2.17, 2.18 or 2.19 (subject to the Borrower's right to replace
any such affected Lender under Section 2.23): Canada, Japan, Norway, Australia,
United Kingdom of Great Britain, or Switzerland and (iii) any other currencies
that are freely transferable and convertible into US Dollars provided however
that no such currency under this clause (iii) shall be included as a Foreign
Currency hereunder, or included in a Notice of Revolving Borrowing, unless (x)
the Borrower has first submitted a request to the Administrative Agent and the
Lenders that it be so included, and (y) the Administrative Agent and all of the
Lenders, in their sole discretion, have agreed to such request.

                  "FOREIGN CURRENCY PAYMENT ACCOUNTS" shall mean those bank
accounts specified on Schedule 1.1 for receipt of payments, both from the
Lenders and the Borrower, in Foreign Currencies or such other bank accounts as
may hereafter be specified by the Administrative Agent in writing to the
Borrower and the Lenders as being the applicable bank accounts for receipt of
payments in such currencies.

                  "FOREIGN CURRENCY SUBLIMIT" shall mean $100,000,000, as such
amount may be reduced from time to time pursuant to the terms of this Agreement.

                  "FOREIGN LENDER" shall mean any Lender that is organized under
the laws of a jurisdiction other than that of the Borrower. For purposes of this
definition, the United States of America or any political subdivision thereof
shall constitute one jurisdiction.

                  "FOREIGN SUBSIDIARY" shall mean any direct or indirect
Subsidiary of the Borrower that is organized under the laws of a jurisdiction
other than the United States of America or any political subdivision thereof.

                  "FUNDING DATE" shall mean the first day on which all of the
conditions precedent set forth in Section 3.1 and Section 3.2 have been
satisfied or waived in accordance with Section 10.2; provided, however, that in
the event the Funding Date does not occur on or before September 30, 2003, all
of the Commitments shall automatically terminate.

                  "GAAP" shall mean generally accepted accounting principles in
the United States applied on a consistent basis and subject to the terms of
Section 1.3.

                                       9

<PAGE>

                  "GOVERNMENTAL AUTHORITY" shall mean the government of the
United States of America, any other nation or any political subdivision thereof,
whether state or local, and any agency, authority, instrumentality, regulatory
body, court, central bank or other entity exercising executive, legislative,
judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government.

                  "GUARANTEE" of or by any Person (the "GUARANTOR") shall mean
any legally binding obligation, contingent or otherwise, of the guarantor
guaranteeing or having the economic effect of guaranteeing any Indebtedness or
other obligation of any other Person (the "PRIMARY OBLIGOR") in any manner,
whether directly or indirectly and including any obligation, direct or indirect,
of the guarantor (a) to purchase or pay (or advance or supply funds for the
purchase or payment of) such Indebtedness or other obligation or to purchase (or
to advance or supply funds for the purchase of) any security for the payment
thereof, (b) to purchase or lease property, securities or services for the
purpose of assuring the owner of such Indebtedness or other obligation of the
payment thereof, (c) to maintain working capital, equity capital or any other
financial statement condition or liquidity of the primary obligor so as to
enable the primary obligor to pay such Indebtedness or other obligation or (d)
as an account party in respect of any letter of credit or letter of guaranty
issued in support of such Indebtedness or obligation; provided, that the term
"Guarantee" shall not include endorsements for collection or deposits in the
ordinary course of business. The amount of any Guarantee shall be deemed to be
an amount equal to the stated or determinable amount of the primary obligation
in respect of which Guarantee is made or, if not so stated or determinable, the
maximum reasonably anticipated liability in respect thereof (assuming such
Person is required to perform thereunder) as determined by such Person in good
faith. The term "Guarantee" used as a verb has a corresponding meaning.

                  "GUARANTEED OBLIGATIONS" shall have the meaning set forth in
Article XI.

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

                  "HEDGING AGREEMENTS" shall mean interest rate swap, cap or
collar agreements, interest rate future or option contracts, currency swap
agreements, currency future or option contracts, commodity agreements and other
similar agreements or arrangements designed to protect against fluctuations in
interest rates, currency values, stock values or commodity values.

                  "INDEBTEDNESS" of any Person shall mean, without duplication
(i) obligations of such Person for borrowed money, (ii) obligations of such
Person evidenced by bonds, debentures, notes or other similar instruments, (iii)
obligations of such Person in respect of the deferred purchase price of property
or services (other than trade payables incurred in the ordinary course of
business on terms customary in the trade), (iv) obligations of such Person under
any conditional sale or other title retention agreement(s) relating to property
acquired by such Person, (v) Capital Lease Obligations of

                                       10

<PAGE>

such Person, (vi) obligations, contingent or otherwise, of such Person in
respect of letters of credit, acceptances or similar extensions of credit, (vii)
guaranties by such Person of the type of indebtedness described in clauses (i)
through (v) above, (viii) all indebtedness of a third party secured by any Lien
on property owned by such Person, whether or not such indebtedness has been
assumed by such Person, (ix) all obligations of such Person, contingent or
otherwise, to purchase, redeem, retire or otherwise acquire for value any
capital stock of such Person, (x) off-balance sheet liability retained in
connection with asset securitization programs, Synthetic Leases, sale and
leaseback transactions or other similar obligations arising with respect to any
other transaction which is the functional equivalent of or takes the place of
borrowing but which does not constitute a liability on the consolidated balance
sheet of such Person and its Subsidiaries, and (xi) obligations of such Person
under any interest rate Hedging Agreement or foreign exchange Hedging Agreement.
For purposes of determining Indebtedness under clause (xi) the obligations of
any Person in respect to any Hedging Agreement or foreign exchange Hedging
Agreement at any time shall be the maximum aggregate amount (giving effect to
any netting agreements) that such Person would be required to pay if such
Hedging Agreement were terminated at such time.

                  "INDEMNIFIED TAXES" shall mean Taxes imposed upon any payment
made by the Borrower or any Designated Borrower to any Lender under any Loan
Document other than Excluded Taxes.

                  "INDENTURE" shall mean the Indenture by and between the
Borrower and SunTrust Bank, as trustee, relating to the issuance of certain
notes due 2008 in an aggregate principal amount not to exceed $200,000,000,
substantially in the form attached hereto as Exhibit K, with such changes
thereto as may be reasonably approved by the Administrative Agent.

                  "INTERCOMPANY NOTE" shall mean an intercompany note executed
and delivered by each Subsidiary in favor of the Borrower in substantially the
form attached hereto as Exhibit E or any other form approved by the
Administrative Agent.

                  "INTEREST PERIOD" shall mean (i) with respect to any
Eurocurrency Borrowing, a period of one, two, three or six months, (ii) with
respect to a Competitive Bid Fixed Rate Borrowing, a period of at least seven
days but not more than 180 days as requested by the Borrower and agreed to by
the Lender making such Competitive Bid Fixed Rate Loan and (iii) with respect to
a Swingline Loan, a period of such duration not to exceed 7 days, as the
Borrower may request and the Swingline Lender may agree in accordance with
Section 2.5; provided, that:

                  (i)      the initial Interest Period for such Borrowing shall
         commence on the date of such Borrowing (including the date of any
         conversion from a Borrowing of another Type) and each Interest Period
         occurring thereafter in respect of such Borrowing shall commence on the
         day on which the next preceding Interest Period expires;

                  (ii)     if any Interest Period would otherwise end on a day
         other than a Business Day, such Interest Period shall be extended to
         the next succeeding Business Day, unless, in the case of a Eurocurrency
         Borrowing, such Business Day falls in

                                       11

<PAGE>

         another calendar month, in which case such Interest Period would end on
         the next preceding Business Day;

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

                  (iv)     no Interest Period may extend beyond the Commitment
         Termination Date or the Swingline Termination Date, as the case may be.

                  "ISSUING BANK" shall mean SunTrust Bank or any other Lender,
each in its capacity as an issuer of Letters of Credit pursuant to Section 2.24.

                  "INVESTMENTS" shall have the meaning given such term in
Section 7.4 hereof.

                  "LC COMMITMENT" shall mean that portion of the Aggregate
Revolving Commitments that may be used by the Borrower for the issuance of
Letters of Credit in an aggregate face amount not to exceed $10,000,000.

                  "LC DISBURSEMENT" shall mean a payment made by the Issuing
Bank pursuant to a Letter of Credit.

                  "LC DOCUMENTS" shall mean the Letters of Credit and all
applications, agreements and instruments relating to the Letters of Credit.

                  "LC EXPOSURE" shall mean, at any time, the sum of (i) the
aggregate undrawn amount of all outstanding Letters of Credit at such time, plus
(ii) the aggregate amount of all LC Disbursements that have not been reimbursed
by or on behalf of the Borrower at such time. The LC Exposure of any Lender
shall be its Pro Rata Share of the total LC Exposure at such time.

                  "LENDERS" shall have the meaning assigned to such term in the
opening paragraph of this Agreement and shall include, where appropriate, the
Swingline Lender.

                  "LENDER DEFAULT" shall mean (a) the failure (which has not
been cured) of any Lender to make available its portion of any Borrowing or to
fund its portion of any unreimbursed payment under Section 2.24 or (b) a Lender
having notified the Administrative Agent and/or the Borrower that it does not
intend to comply with the obligations under Sections 2.2, 2.5 and 2.24.

                  "LENDER JOINDER AGREEMENT" shall mean an agreement entered
into by a Person becoming a Lender hereunder after the Execution Date and
accepted by the Administrative Agent, in the form of Exhibit I attached hereto
or any other form approved by the Administrative Agent.

                  "LETTER OF CREDIT" shall mean any standby letter of credit
issued pursuant to Section 2.24 by the Issuing Bank for the account of the
Borrower pursuant to the LC Commitment.

                                       12

<PAGE>

                  "LEVERAGE RATIO" shall mean, as of any date of determination
with respect to the Borrower, the ratio of (i) Consolidated Total Debt as of
such date to (ii) Consolidated EBITDA for the four fiscal quarters then ending.

                  "LIBOR RATE" shall mean, for any applicable Interest Period
for each Eurocurrency Borrowing in any applicable currency, the rate per annum
quoted at or about 11:00 a.m. (London, England time) two Business Days before
the commencement of such Interest Period on that page of the Reuters, Telerate
or Bloombergs reporting service (as then being used by the Administrative Agent
to obtain such interest rate quotes) that displays British Bankers' Association
interest settlement rates for deposits in the applicable currency of such
Eurocurrency Borrowing, or if such page or such service shall cease to be
available, such other page or other service (as the case may be) for the purpose
of displaying British Bankers' Association interest settlement rates as
reasonably determined by the Administrative Agent upon advising the Borrower as
to the use of any such service. If for any reason any such interest settlement
rate for such Interest Period is not available to the Administrative Agent
through any such interest rate reporting service, then the "LIBOR Rate" with
respect to such Eurocurrency Borrowing will be the rate at which the
Administrative Agent is offered deposits for such applicable currency in the
Dollar Equivalent of $5,000,000 for a period approximately equal to such
Interest Period in the London interbank market at 10:00 a.m. two Business Days
before the commencement of such Interest Period.

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

                  "LOAN DOCUMENTS" shall mean, collectively, this Agreement, the
Notes (if any), the LC Documents, all Notices of Borrowing, the Designated
Borrower Acknowledgment and Agreement, and any and all other instruments,
agreements, documents and writings executed in connection with any of the
foregoing.

                  "LOANS" shall mean all Revolving Loans, Swingline Loans and
Competitive Bid Loans in the aggregate or any of them, as the context shall
require.

                  "MANDATORY COSTS RATE" shall have the meaning set forth in
Section 2.19.

                  "MARGIN REGULATIONS" shall mean Regulation T, Regulation U and
Regulation X of the Board of Governors of the Federal Reserve System, as the
same may be in effect from time to time.

                  "MATERIAL ADVERSE EFFECT" shall mean, with respect to any
event, act, condition or occurrence of whatever nature (including any adverse
determination in any litigation, arbitration, or governmental investigation or
proceeding), whether singly or in conjunction with any other event or

                                       13

<PAGE>

events, act or acts, condition or conditions, occurrence or occurrences whether
or not related, a material adverse change in, or a material adverse effect on,
(i) the business, results of operations, financial condition, assets or
liabilities of the Borrower and its Subsidiaries taken as a whole, (ii) the
ability of the Borrower, any Designated Borrower or any Subsidiary to perform
any of their respective obligations under the Loan Documents, (iii) the rights
and remedies of the Agent, the Issuing Bank and the Lenders under any of the
Loan Documents or (iv) the legality, validity or enforceability of any of the
Loan Documents.

                  "MATERIAL SUBSIDIARY" shall mean at any time any direct or
indirect Subsidiary of the Borrower having: (a) assets in an amount equal to at
least 5% of the total assets of the Borrower and its Subsidiaries determined on
a consolidated basis as of the last day of the most recent fiscal quarter of the
Borrower at such time; or (b) revenues or net income in an amount equal to at
least 5% of the total revenues or net income of the Borrower and its
Subsidiaries on a consolidated basis for the 12-month period ending on the last
day of the most recent fiscal quarter of the Borrower at such time.

                  "MOODY'S" shall mean Moody's Investors Service, Inc.

                  "MULTIEMPLOYER PLAN" shall have the meaning set forth in
Section 4001(a)(3) of ERISA.

                  "NEW COMMITMENT ACKNOWLEDGMENT" shall mean an agreement
entered into by a Lender increasing its Revolving Commitment hereunder which is
not effectuated pursuant to an Assignment and Acceptance, in the form of Exhibit
J attached hereto or any other form approved by the Administrative Agent.

                  "NON-DEFAULTING LENDER" shall mean and include each Lender
other than a Defaulting Lender.

                  "NOTES" shall mean, collectively, the Revolving Credit Notes,
the Competitive Bid Notes and the Swingline Note.

                  "NOTICES OF BORROWING" shall mean, collectively, the Notices
of Revolving Borrowing, the Competitive Bid Requests, and the Notices of
Swingline Borrowing.

                  "NOTICE OF CONVERSION/CONTINUATION" shall mean the notice
given by the Borrower to the Administrative Agent in respect of the conversion
or continuation of an outstanding Borrowing as provided in Section 2.9(b)
hereof.

                  "NOTICE OF REVOLVING BORROWING" shall have the meaning as set
forth in Section 2.3.

                  "NOTICE OF SWINGLINE BORROWING" shall have the meaning as set
forth in Section 2.5.

                  "OBLIGATIONS" shall mean all amounts owing by the Borrower to
the Administrative Agent, the Issuing Bank or any Lender (including the
Swingline Lender) pursuant to or in connection with this Agreement or any other
Loan Document, including without limitation, all principal, interest

                                       14

<PAGE>

(including any interest accruing after the filing of any petition in bankruptcy
or the commencement of any insolvency, reorganization or like proceeding
relating to the Borrower, whether or not a claim for post-filing or
post-petition interest is allowed in such proceeding), all reimbursement
obligations, all Guaranteed Obligations, fees, expenses, indemnification and
reimbursement payments, costs and expenses (including all actual and reasonable
fees and expenses of counsel to the Administrative Agent and any Lender
(including the Swingline Lender) incurred pursuant to this Agreement or any
other Loan Document), whether direct or indirect, absolute or contingent,
liquidated or unliquidated, now existing or hereafter arising hereunder or
thereunder, together with all renewals, extensions, modifications or
refinancings thereof.

                  "OTHER TAXES" shall mean any and all present or future stamp
or documentary taxes or any other excise or property taxes, charges or similar
levies arising from the execution, delivery or enforcement of this Agreement or
any other Loan Document.

                  "PARTICIPANT" shall have the meaning set forth in Section
10.4(c).

                  "PAYMENT OFFICE" shall mean the office of the Administrative
Agent located at 303 Peachtree Street, N.E., 25th Floor, Atlanta, Georgia 30308,
or such other location as to which the Administrative Agent shall have given
written notice to the Borrower and the other Lenders.

                  "PBGC" shall mean the Pension Benefit Guaranty Corporation
referred to and defined in ERISA, and any successor entity performing similar
functions.

                  "PERMITTED ACQUISITIONS" shall mean any Acquisition so long as
(a) at the time of such Acquisition, no Default or Event of Default is in
existence or would result therefrom, (b) such acquisition has been approved or
recommended by the board of directors of the Person being acquired and (c) the
Total Acquisition Consideration of such Acquisition, when aggregated with the
Total Acquisition Consideration of all Acquisitions consummated by the Borrower
and its Consolidated Subsidiaries during the preceding 12 month period does not
exceed $100,000,000.

                  "PERMITTED ENCUMBRANCES" shall mean:

                  (i)      Liens imposed by law for taxes not yet due or which
         are being contested in good faith by appropriate proceedings and with
         respect to which adequate reserves are being maintained in accordance
         with GAAP;

                  (ii)     statutory Liens of landlords and Liens of carriers,
         warehousemen, mechanics, materialmen and other Liens imposed by law
         created in the ordinary course of business for amounts not yet due or
         which are being contested in good faith by appropriate proceedings and
         with respect to which adequate reserves are being maintained in
         accordance with GAAP;

                  (iii)    pledges and deposits made in the ordinary course of
         business in compliance with workers' compensation, unemployment
         insurance and other social security laws or regulations;

                                       15

<PAGE>

                  (iv)     deposits to secure the performance of bids, trade
         contracts, leases, statutory obligations, surety and appeal bonds,
         performance bonds and other obligations of a like nature, in each case
         in the ordinary course of business;

                  (v)      judgment and attachment liens not giving rise to an
         Event of Default or Liens created by or existing from any litigation or
         legal proceeding that are currently being contested in good faith by
         appropriate proceedings and with respect to which adequate reserves are
         being maintained in accordance with GAAP; and

                  (vi)     easements, zoning restrictions, rights-of-way and
         similar encumbrances on real property imposed by law or arising in the
         ordinary course of business that do not secure any monetary obligations
         and do not materially detract from the value of the affected property
         or materially interfere with the ordinary conduct of business of the
         Borrower and its Subsidiaries taken as a whole;

provided, that the term "Permitted Encumbrances" shall not include any Lien
securing Indebtedness for borrowed money.

                  "PERMITTED INVESTMENTS" shall mean:

                  (i)      direct obligations of, or obligations the principal
         of and interest on which are unconditionally guaranteed by, the United
         States (or by any agency thereof to the extent such obligations are
         backed by the full faith and credit of the United States), in each case
         maturing within one year from the date of acquisition thereof;

                  (ii)     commercial paper having the highest rating, at the
         time of acquisition thereof, of S&P or Moody's and in either case
         maturing within six months from the date of acquisition thereof;

                  (iii)    certificates of deposit, bankers' acceptances and
         time deposits maturing within 180 days of the date of acquisition
         thereof issued or guaranteed by or placed with, and money market
         deposit accounts issued or offered by, any domestic office of any
         commercial bank organized under the laws of the United States or any
         state thereof which has a combined capital and surplus and undivided
         profits of not less than $500,000,000;

                  (iv)     fully collateralized repurchase agreements with a
         term of not more than 30 days for securities described in clause (i)
         above and entered into with a financial institution satisfying the
         criteria described in clause (iii) above; and

                  (v)      mutual funds investing solely in any one or more of
         the Permitted Investments described in clauses (i) through (iv) above.

                  "PERMITTED SECURITIZATION SUBSIDIARY" shall mean any
Subsidiary of the Borrower that (i) is directly or indirectly wholly-owned by
the Borrower, (ii) is formed and operated solely for purposes of a Permitted
Securitization Transaction, (iii) has organizational documents which limit

                                       16

<PAGE>

the permitted activities of such Permitted Securitization Subsidiary to the
acquisition of accounts receivable and related rights from the Borrower or one
or more of its Consolidated Subsidiaries or another Permitted Securitization
Subsidiary, the securitization or other financing of such accounts receivable
and related rights and activities necessary or incidental to the foregoing and
(iv) such Permitted Securitization Subsidiary shall at all times be subject to
each of the following: (A) it shall have at least one (1) member, manager,
director or other similar person whose affirmative vote is required to permit
such person to file a voluntary bankruptcy proceeding or to amend its formation
documents, which member, manager, director or other similar person is not
affiliated with the Borrower or any of its Consolidated Subsidiaries or a
current or prior officer, director or employee of any of them, (B) it shall not
be permitted to incur any Indebtedness other than the Indebtedness related to
the Permitted Securitization Transaction, unless such Indebtedness is
non-recourse to such Permitted Securitization Subsidiary and is subordinated to
the Indebtedness incurred in connection with the Permitted Securitization
Transaction, (C) it will not be permitted to merge or consolidate with any
person other than another Permitted Securitization Subsidiary and (D) its
formation documents shall contain and it shall be subject to such restrictive
covenants relating to its operations as shall be required by independent counsel
in order for such counsel to deliver a reasoned, market-standard
"non-consolidation" opinion.

                  "PERMITTED SECURITIZATION TRANSACTION" shall mean the transfer
by Borrower or one or more of its Consolidated Subsidiaries of receivables and
rights related thereto to one or more Permitted Securitization Subsidiaries and
the related financing of such receivables and rights related thereto; provided
that (i) such transaction is non-recourse to Borrower and its Consolidated
Subsidiaries (excluding any related Permitted Securitization Subsidiary), except
for Standard Securitization Undertakings and (ii) the aggregate total amount of
all Indebtedness outstanding to third parties under all Permitted Securitization
Transactions shall not exceed $120,000,000 in the aggregate outstanding at any
time.

                  "PERSON" shall mean any individual, partnership, firm,
corporation, association, joint venture, limited liability company, trust or
other entity, or any Governmental Authority.

                  "PLAN" means any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section
412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or
any ERISA Affiliate is (or, if such plan were terminated, would under Section
4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of
ERISA.

                  "PRO RATA SHARE" shall mean, with respect to any Lender at any
time, a percentage, the numerator of which shall be the sum of such Lender's
Revolving Commitment and the denominator of which shall be the sum of all
Lenders' Revolving Commitments; or if the Revolving Commitments have been
terminated or expired or if the Loans have been declared to be due and payable,
a percentage, the numerator of which shall be the sum of such Lender's Revolving
Credit Exposure and outstanding Competitive Bid Loans and the denominator of
which shall be the sum of the aggregate Revolving Credit Exposure and the
aggregate outstanding Competitive Bid Loans of all Lenders.

                                       17

<PAGE>

                  "RATING AGENCIES" shall mean Moody's and S&P.

                  "REGULATION D" shall mean Regulation D of the Board of
Governors of the Federal Reserve System, as the same may be in effect from time
to time, and any successor regulations.

                  "RELATED PARTIES" shall mean, with respect to any specified
Person, such Person's Affiliates and the respective directors, officers,
employees, agents and advisors of such Person and such Person's Affiliates.

                  "RELEASE" means any release, spill, emission, leaking,
dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching
or migration into the environment (including ambient air, surface water,
groundwater, land surface or subsurface strata) or within any building,
structure, facility or fixture.

                  "REQUIRED LENDERS" shall mean, at any time, Non-Defaulting
Lenders holding more than 50% of the aggregate outstanding Revolving Credit
Exposures of all Non-Defaulting Lenders at such time or if the Non-Defaulting
Lenders have no Revolving Credit Exposure outstanding, then Non-Defaulting
Lenders holding more than 50% of the Aggregate Revolving Commitments of all
Non-Defaulting Lenders; provided, that, for purposes of declaring the Loans to
be due and payable pursuant to Article VIII and for all purposes after the
Revolving Commitments expire or terminate, the outstanding Competitive Bid Loans
of a Lender shall be added to its Revolving Credit Exposure in determining the
Required Lenders.

                  "RESET DATE" shall have the meaning assigned to such term in
Section 10.14.

                  "RESPONSIBLE OFFICER" shall mean any of the president, the
chief executive officer, the chief operating officer, the chief financial
officer, the treasurer, controller or a vice president of the Borrower or such
other representative of the Borrower as may be designated in writing by any one
of the foregoing with the consent of the Administrative Agent; and, with respect
to the financial covenants only, the chief financial officer or the treasurer of
the Borrower.

                  "RESTRICTED INVESTMENT" shall mean Investments in joint
ventures and in Subsidiaries which are not Consolidated Subsidiaries.

                  "RESTRICTED PAYMENT" shall have the meaning set forth in
Section 7.5.

                  "REVOLVING COMMITMENT" shall mean, with respect to each
Lender, the obligation of such Lender to make Revolving Loans to the Borrower
and to participate in Letters of Credit and Swingline Loans in an aggregate
principal amount not exceeding the amount set forth with respect to such Lender
on the signature pages to this Agreement, or (i) in the case of a Lender
increasing its Revolving Commitment pursuant to Section 2.26 hereof, as
reflected in the applicable New Commitment Acknowledgment or (ii) in the case of
a Person becoming a Lender after the Funding Date, (x) the amount of the
assigned "Revolving Commitment" as provided in the Assignment and Acceptance
Agreement executed by such Person as an assignee, as the same may be changed
pursuant to the terms hereof or (y) the amount of the "Revolving Commitment" as
provided in the

                                       18

<PAGE>

Lender Joinder Agreement executed by such Person, as the same may be changed
pursuant to the terms hereof.

                  "REVOLVING CREDIT EXPOSURE" shall mean, with respect to any
Lender at any time, the sum at such time, without duplication, of (i) the Dollar
Equivalent of the outstanding principal amount of such Lender's Revolving Loans,
(ii) the Dollar Equivalent of such Lender's LC Exposure and (iii) the Dollar
Equivalent of such Lender's Swingline Exposure.

                  "REVOLVING CREDIT NOTE" shall mean a promissory note of the
Borrower payable to the order of a requesting Lender in the principal amount of
such Lender's Revolving Commitment, in substantially the form of Exhibit A.

                  "REVOLVING LOAN" shall mean a loan made by a Lender (other
than the Swingline Lender) to the Borrower under its Revolving Commitment, which
may be either a Base Rate Loan or a Eurocurrency Loan.

                  "SENIOR DEBT RATING" shall mean the credit ratings (including
indicative ratings if no actual debt has been rated) assigned from time to time
by either of the Rating Agencies to the senior, unsecured long-term debt
securities of the Borrower without third-party credit enhancement, whether or
not any such debt securities are actually outstanding, and any rating assigned
to any other debt security of the Borrower shall be disregarded. The rating in
effect on any date is that in effect at the close of business on such date. If
the Borrower is split-rated and (i) the ratings differential is one category,
the higher of the two ratings will apply or (ii) the ratings differential is
more than one category, the rate shall be determined by reference to the
category next above that of the lower of the two ratings. If the Borrower is
rated neither by Moody's nor S&P, then the applicable rate shall be established
by reference to Level IV as set forth in the "Pricing Grid" attached hereto as
Schedule I. If the rating system of Moody's and S&P shall change, or if Moody's
and S&P shall cease to be in the business of rating corporate debt obligations,
the Borrower, the Lenders and the Administrative Agent shall negotiate in good
faith to amend this definition to reflect such changed rating system or the
unavailability of ratings from such rating agency and, pending the effectiveness
of any such amendment, the Applicable Margin and the Applicable Percentage shall
be determined by reference to the rating most recently in effect prior to any
such change or cessation. If after a reasonable time the parties cannot agree to
a mutually acceptable amendment, the applicable rate shall be determined by
reference to Level IV as set forth in the "Pricing Grid" attached hereto as
Schedule I.

                  "S&P" shall mean Standard & Poor's.

                  "STANDARD SECURITIZATION UNDERTAKINGS" shall mean any
obligations and undertakings of the Borrower and any Consolidated Subsidiary
consisting of representations, warranties, covenants, and indeminities standard
in securitization transactions and related servicing of receivables.

                  "STATUTORY RESERVE RATE" shall mean, with respect to any
currency, a fraction (expressed as a decimal), the numerator of which is the
number 1 and the denominator of which is the number 1 minus the aggregate of the
maximum reserve, liquid asset or similar percentages

                                       19

<PAGE>

(including any marginal, special, emergency or supplemental reserves) expressed
as a decimal established by any Governmental Authority of the United States or
of the jurisdiction of such currency or any jurisdiction in which Loans in such
currency are made to which banks in such jurisdiction are subject for any
category of deposits or liabilities customarily used to fund loans in such
currency or by reference to which interest rates applicable to loans in such
currency are determined. Such reserve, liquid asset or similar percentages shall
include those imposed pursuant to Regulation D of the Board of Governors of the
Federal Reserve System. Eurocurrency Loans shall be deemed to be subject to such
reserve requirements without benefit of or credit for proration, exemptions or
offsets that may be available from time to time to any Lender under Regulation D
or any other applicable law, rule or regulation. The Statutory Reserve Rate
shall be adjusted automatically on and as of the effective date of any change in
any reserve percentage.

                  "SUBSIDIARY" shall mean, with respect to any Person (the
"PARENT"), any corporation, partnership, joint venture, limited liability
company, association or other entity the accounts of which would be consolidated
with those of the parent in the parent's consolidated financial statements if
such financial statements were prepared in accordance with GAAP as of such date,
as well as any other corporation, partnership, joint venture, limited liability
company, association or other entity of which securities or other ownership
interests representing more than 50% of the equity or more than 50% of the
ordinary voting power, or in the case of a partnership, more than 50% of the
general partnership interests are, as of such date, owned, Controlled or held.
Unless otherwise indicated, all references to "Subsidiary" hereunder shall mean
a Subsidiary of the Borrower.

                  "SWINGLINE COMMITMENT" shall mean the commitment of the
Swingline Lender to make Swingline Loans in an aggregate principal amount at any
time outstanding not to exceed $100,000,000.

                  "SWINGLINE EXPOSURE" shall mean, with respect to each Lender,
the principal amount of the Swingline Loans in which such Lender is legally
obligated either to make a Base Rate Loan or to purchase a participation in
accordance with Section 2.5, which shall equal such Lender's Pro Rata Share of
all outstanding Swingline Loans.

                  "SWINGLINE LENDER" shall mean SunTrust Bank, or any other
Lender that may agree to make Swingline Loans hereunder.

                  "SWINGLINE LOAN" shall mean a loan made to the Borrower by the
Swingline Lender under the Swingline Commitment.

                  "SWINGLINE NOTE" shall mean the promissory note of the
Borrower payable to the order of the Swingline Lender in the principal amount of
the Swingline Commitment, substantially the form of Exhibit C.

                  "SWINGLINE RATE" shall mean, for any Interest Period, either
the Base Rate or the rate as offered by the Swingline Lender and accepted by the
Borrower. The Borrower is under no obligation to accept such offered rate and
the Swingline Lender is under no obligation to provide such offered rate.

                                       20

<PAGE>

                  "SWINGLINE TERMINATION DATE" shall mean the date that is 5
Business Days prior to the Commitment Termination Date.

                  "SYNTHETIC LEASE" shall mean any synthetic lease, tax
retention operating lease or similar off-balance sheet financing product where
such transaction is considered borrowed money indebtedness for tax purposes but
is classified as an operating lease under GAAP. For purposes of the Loan
Documents, the Wisconsin and Florida leases described on Schedules 4.15 and 7.2
shall be deemed to be "Synthetic Leases" whether or not they otherwise comply
with the definition thereof.

                  "TARGET" shall mean the Trans-European Automated Real-Time
Gross Settlement Express Transfer system.

                  "TAXES" shall mean any and all present or future taxes,
levies, imposts, duties, deductions, charges or withholdings imposed by any
Governmental Authority.

                  "TOTAL ACQUISITION CONSIDERATION" shall mean as at the date of
any Acquisition, the sum of the following without duplication: (i) the amount of
any cash and fair market value of other property given as consideration,
including at such date the deferred payment of any such amounts, (ii) the amount
(determined by using the outstanding amount or the amount payable at maturity,
whichever is greater) of any obligations for money borrowed incurred, assumed or
acquired by the Borrower or any Subsidiary in connection with such Acquisition,
(iii) all amounts paid in respect of covenants not to compete and consulting
agreements that should be recorded on the financial statements of the Borrower
and its Subsidiaries in accordance with GAAP, and (iv) the aggregate fair market
value of all other consideration given by the Borrower or any Subsidiary
(including any shares of capital stock of the Borrower or any Subsidiary) in
connection with such Acquisition.

                  "TYPE", when used in reference to a Loan or Borrowing, refers
to whether the rate of interest on such Loan, or on the Loans comprising such
Borrowing, is determined by reference to the Adjusted LIBOR or the Base Rate
(or, in the case of a Competitive Bid Loan or Borrowing, the Fixed Rate).

                  "WHOLLY-OWNED SUBSIDIARY" shall mean any Subsidiary all of the
shares of capital stock or other ownership interests of which (except directors'
qualifying shares, or, in the case of any Subsidiary which is not organized or
created under the laws of the United States of America or any political
subdivision thereof, such nominal ownership interests which are required to be
held by third parties under the laws of the foreign jurisdiction under which
such Subsidiary was incorporated or organized) are at the time directly or
indirectly owned by the Borrower.

                  "WITHDRAWAL LIABILITY" shall mean liability to a Multiemployer
Plan as a result of a complete or partial withdrawal from such Multiemployer
Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

                  SECTION 1.2. CLASSIFICATIONS OF LOANS AND BORROWINGS. For
purposes of this Agreement, Loans may be classified and referred to by Class
(e.g. a "Revolving Loan" or

                                       21

<PAGE>

"Competitive Bid Loan") or by Type (e.g. a "Eurocurrency Loan", "Base Rate Loan"
or "Fixed Rate Loan") or by Class and Type (e.g. "Revolving Eurocurrency Loan").
Borrowings also may be classified and referred to by Class (e.g. "Revolving
Borrowing") or by Type (e.g. "Eurocurrency Borrowing") or by Class and Type
(e.g. " Revolving Eurocurrency Borrowing").

                  SECTION 1.3. ACCOUNTING TERMS AND DETERMINATION. Unless
otherwise defined or specified herein, all accounting terms used herein shall be
interpreted, all accounting determinations hereunder shall be made, and all
financial statements required to be delivered hereunder shall be prepared, in
accordance with GAAP as in effect from time to time, applied on a basis
consistent (except for such changes approved by the Borrower's independent
public accountants) with the most recent audited consolidated financial
statement of the Borrower delivered pursuant to Section 5.1(a); provided, that
if the Borrower notifies the Administrative Agent that the Borrower wishes to
amend any covenant in Article VI to eliminate the effect of any change in GAAP
on the operation of such covenant (or if the Administrative Agent notifies the
Borrower that the Required Lenders wish to amend Article VI for such purpose),
then the Borrower's compliance with such covenant shall be determined on the
basis of GAAP in effect immediately before the relevant change in GAAP became
effective, until either such notice is withdrawn or such covenant is amended in
a manner satisfactory to the Borrower and the Required Lenders.

                  SECTION 1.4. TERMS GENERALLY. The definitions of terms herein
shall apply equally to the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words "include", "includes" and
"including" shall be deemed to be followed by the phrase "without limitation".
The word "will" shall be construed to have the same meaning and effect as the
word "shall". In the computation of periods of time from a specified date to a
later specified date, the word "from" means "from and including" and the word
"to" means "to but excluding". Unless the context requires otherwise (i) any
definition of or reference to any agreement, instrument or other document herein
shall be construed as referring to such agreement, instrument or other document
as it was originally executed or as it may from time to time be amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (ii) any reference
herein to any Person shall be construed to include such Person's successors and
permitted assigns, (iii) the words "hereof", "herein" and "hereunder" and words
of similar import shall be construed to refer to this Agreement as a whole and
not to any particular provision hereof, (iv) all references to Articles,
Sections, Exhibits and Schedules shall be construed to refer to Articles,
Sections, Exhibits and Schedules to this Agreement and (v) all references to a
specific time shall be construed to refer to the time in the city and state of
the Administrative Agent's principal office, unless otherwise indicated.

                                   ARTICLE II

                      AMOUNT AND TERMS OF THE COMMITMENTS

                  SECTION 2.1. GENERAL DESCRIPTION OF FACILITIES. Subject to and
upon the terms and conditions herein set forth, (i) the Lenders hereby establish
in favor of the Borrower and, as provided

                                       22

<PAGE>

in Section 2.25, any Designated Borrower a revolving credit facility pursuant to
which the Lenders severally agree (to the extent of each Lender's Pro Rata Share
up to such Lender's Revolving Commitment) to make Revolving Loans to the
Borrower and, as provided in Section 2.25, any Designated Borrower in accordance
with Section 2.2 and to offer in their sole discretion to make Competitive Bid
Loans in accordance with Section 2.6, (ii) the Issuing Bank agrees to issue
Letters of Credit in accordance with Section 2.24, (iii) the Swingline Lender
agrees to make Swingline Loans in accordance with Section 2.4, and (iv) each
Lender agrees to purchase a participation interest in the Letters of Credit and
the Swingline Loans pursuant to the terms and conditions hereof; provided, that
in no event shall the aggregate principal amount of all outstanding Revolving
Loans, Competitive Bid Loans, Swingline Loans and LC Exposure exceed at any time
the Aggregate Revolving Commitments from time to time in effect.

                  SECTION 2.2. REVOLVING LOANS. Subject to the terms and
conditions set forth herein, each Lender severally agrees to make Revolving
Loans to the Borrower and, as provided in Section 2.25, any Designated Borrower,
from time to time on any Business Day during the Availability Period, in an
aggregate principal amount outstanding at any time (determined in the case of
any Revolving Loan denominated in a Foreign Currency by reference to the Dollar
Equivalent thereof on such Business Day) that will not result in (a) the Dollar
Equivalent of such Lender's Revolving Credit Exposure (determined in accordance
with Section 10.14) exceeding such Lender's Revolving Commitment or (b) the
Dollar Equivalent of the sum of the aggregate Revolving Credit Exposures of all
Lenders (determined in accordance with Section 10.14) plus the Dollar Equivalent
of the aggregate principal amount of all Competitive Bid Loans (determined in
accordance with Section 10.14) exceeding the Aggregate Revolving Commitments.
During the Availability Period, the Borrower and, as provided in Section 2.25,
any Designated Borrower, shall be entitled to borrow, prepay and reborrow
Revolving Loans in accordance with the terms and conditions of this Agreement;
provided, that neither the Borrower nor any Designated Subsidiary may borrow or
reborrow should there exist a Default or Event of Default. Funding of any
Revolving Loans shall be in any combination of Dollars or a Foreign Currency as
specified by the Borrower as set forth in Section 2.3; provided that the Dollar
Equivalent amount of outstanding Revolving Loans and Competitive Bid Loans
funded in a Foreign Currency determined with respect to such Revolving Loans and
Competitive Bid Loans in accordance with Section 10.14 shall at no time exceed
the Foreign Currency Sublimit then in effect.

                  SECTION 2.3.      PROCEDURE FOR REVOLVING BORROWINGS.

                  (a)      The Borrower shall give the Administrative Agent
written notice (or telephonic notice promptly confirmed in writing) of each
Revolving Borrowing substantially in the form of Exhibit 2.3 attached hereto (a
"NOTICE OF REVOLVING BORROWING") (x) prior to 12:00 noon on the date of each
Base Rate Borrowing and (y) prior to 12:00 noon three (3) Business Days prior to
the requested date of each Eurocurrency Borrowing. Each Notice of Revolving
Borrowing shall be irrevocable and shall specify: (i) the identity of the
Borrower or Designated Borrower and the country (which shall be reasonably
satisfactory to the Administrative Agent) from which the Borrower or Designated
Borrower will make a Borrowing, (ii) the aggregate principal amount of such
Borrowing, (iii) the date of such Borrowing (which shall be a Business Day),
(iv) the Type of such Revolving Loan comprising such Borrowing, and (v) in the
case of a Eurocurrency Borrowing,

                                       23

<PAGE>

the requested currency and duration of the initial Interest Period applicable
thereto (subject to the provisions of the definition of Interest Period). Each
Revolving Borrowing shall consist entirely of Base Rate Loans or Eurocurrency
Loans, as the Borrower may request. The aggregate principal amount of each
Eurocurrency Borrowing shall be not less than $5,000,000 (or, if applicable, the
Dollar Equivalent thereof in the Foreign Currency in which such Eurocurrency
Borrowing is denominated) or a larger multiple of $1,000,000, (or, if
applicable, the Dollar Equivalent thereof in the Foreign Currency in which such
Eurocurrency Borrowing is denominated) and the aggregate principal amount of
each Base Rate Borrowing shall not be less than $1,000,000 or a larger multiple
of $100,000; provided, that Base Rate Loans made pursuant to Section 2.5 or
Section 2.24(c) may be made in lesser amounts as provided therein. At no time
shall the total number of Eurocurrency Borrowings outstanding at any time exceed
ten. In addition, at no time shall the total number of Eurocurrency Borrowings
outstanding at any time denominated in a Foreign Currency exceed six. Promptly
following the receipt of a Notice of Revolving Borrowing in accordance herewith,
the Administrative Agent shall advise each Lender of the details thereof and the
amount of such Lender's Revolving Loan to be made as part of the requested
Revolving Borrowing.

                  SECTION 2.4. SWINGLINE COMMITMENT. Subject to the terms and
conditions set forth herein, the Swingline Lender agrees to make Swingline Loans
to the Borrower, from time to time from the Funding Date to the Swingline
Termination Date, in an aggregate principal amount outstanding at any time not
to exceed the lesser of (i) the Swingline Commitment then in effect and (ii) the
difference between the Aggregate Revolving Commitments and the sum of (x) the
aggregate Revolving Credit Exposures of all Lenders and (y) the outstanding
Competitive Bid Loans; provided, that the Swingline Lender shall not be required
to make a Swingline Loan to refinance an outstanding Swingline Loan. The
Borrower shall be entitled to borrow, repay and reborrow Swingline Loans in
accordance with the terms and conditions of this Agreement.

                  SECTION 2.5. PROCEDURE FOR SWINGLINE BORROWING; ETC. (a) The
Borrower shall give the Administrative Agent written notice (or telephonic
notice promptly confirmed in writing) of each Swingline Borrowing ("Notice of
Swingline Borrowing") prior to 12:00 noon on the requested date of each
Swingline Borrowing. Each Notice of Swingline Borrowing shall be irrevocable and
shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of
such Swingline Loan (which shall be a Business Day) and (iii) the account of the
Borrower to which the proceeds of such Swingline Loan should be credited. The
Administrative Agent will promptly advise the Swingline Lender of each Notice of
Swingline Borrowing. Each Swingline Loan shall accrue interest at the Swingline
Rate and shall have an Interest Period (subject to the definition thereof) as
agreed between the Borrower and the Swingline Lender. The aggregate principal
amount of each Swingline Loan shall be not less than $500,000 or a larger
multiple of $100,000, or such other minimum amounts agreed to by the Swingline
Lender and the Borrower. The Swingline Lender will make the proceeds of each
Swingline Loan available to the Borrower in Dollars in immediately available
funds at the account specified by the Borrower in the applicable Notice of
Swingline Borrowing not later than 3:00 p.m. on the requested date of such
Swingline Loan. The Administrative Agent will notify the Lenders on a quarterly
basis if any Swingline Loans occurred during such quarter.

                  (b)      If (i) any Swingline Loan matures and remains unpaid;
(ii) any Default or Event of Default occurs or (iii) the Swingline Lender's
total amount of outstanding aggregate

                                       24

<PAGE>

Revolving Credit Exposures and Swingline Loans exceed the Swingline Lender's
Revolving Commitment, the Swingline Lender may, on behalf of the Borrower (which
hereby irrevocably authorizes and directs the Swingline Lender to act on its
behalf), give a Notice of Revolving Borrowing to the Administrative Agent
requesting the Lenders (including the Swingline Lender) to make Base Rate Loans
in an amount equal to the unpaid principal amount of any Swingline Loan. Each
Lender will make the proceeds of its Base Rate Loan included in such Borrowing
available to the Administrative Agent for the account of the Swingline Lender in
accordance with Section 2.8, which will be used solely for the repayment of such
Swingline Loan.

                  (c)      If for any reason a Base Rate Borrowing may not be
(as determined in the sole discretion of the Administrative Agent), or is not,
made in accordance with the foregoing provisions, then each Lender (other than
the Swingline Lender) shall purchase an undivided participating interest in such
Swingline Loan in an amount equal to its Pro Rata Share thereof on the date that
such Base Rate Borrowing should have occurred. On the date of such required
purchase, each Lender shall promptly transfer, in immediately available funds,
the amount of its participating interest to the Administrative Agent for the
account of the Swingline Lender. If such Swingline Loan bears interest at a rate
other than the Base Rate, such Swingline Loan shall automatically become a Base
Rate Loan on the effective date of any such participation and interest shall
become payable on demand.

                  (d)      Each Lender's obligation to make a Base Rate Loan
pursuant to Section 2.5(b) or to purchase the participating interests pursuant
to Section 2.5(c) shall be absolute and unconditional and shall not be affected
by any circumstance, including without limitation (i) any setoff, counterclaim,
recoupment, defense or other right that such Lender or any other Person may have
or claim against the Swingline Lender, the Borrower or any other Person for any
reason whatsoever, (ii) the existence of a Default or an Event of Default or the
termination of any Lender's Revolving Commitment, (iii) the existence (or
alleged existence) of any event or condition which has had or could reasonably
be expected to have a Material Adverse Effect, (iv) any breach of this Agreement
or any other Loan Document by the Borrower, the Administrative Agent or any
Lender or (v) any other circumstance, happening or event whatsoever, whether or
not similar to any of the foregoing. If such amount is not in fact made
available to the Swingline Lender by any Lender, the Swingline Lender shall be
entitled to recover such amount on demand from such Lender, together with
accrued interest thereon for each day from the date of demand thereof at the
Federal Funds Rate. Until such time as such Lender makes its required payment,
the Swingline Lender shall be deemed to continue to have outstanding Swingline
Loans in the amount of the unpaid participation for all purposes of the Loan
Documents. In addition, such Lender shall be deemed to have assigned any and all
payments made of principal and interest on its Loans and any other amounts due
to it hereunder, to the Swingline Lender to fund the amount of such Lender's
participation interest in such Swingline Loans that such Lender failed to fund
pursuant to this Section, until such amount has been purchased in full.

                  SECTION 2.6.      COMPETITIVE BID BORROWINGS.

                  (a)      Competitive Bid Option. Subject to the terms and
conditions set forth herein, from time to time during the Availability Period,
the Borrower (for itself or on behalf of any Designated Borrower) may request
the Lenders to submit Competitive Bids. Each Lender may, but

                                       25

<PAGE>

shall have no obligation to, make such Competitive Bids, and the Borrower may
(for itself or on behalf of any Designated Borrower), but shall have no
obligation to, accept any such Competitive Bids. At no time shall the number of
Competitive Bid Borrowings outstanding under this Section 2.6 exceed six in any
case, and at no time shall (i) the sum of the Dollar Equivalent of the aggregate
principal amount of outstanding Competitive Bid Loans plus the Dollar Equivalent
of the aggregate Revolving Credit Exposures of all Lenders exceed the Aggregate
Revolving Commitments or (ii) the Dollar Equivalent of the aggregate principal
amount of the outstanding Revolving Loans and Competitive Bid Loans of all
Lenders that have been funded in a Foreign Currency exceed the Foreign Currency
Sublimit. A Lender's Competitive Bid Loans shall not be deemed to constitute
usage of such Lender's Revolving Commitment.

                  (b)      Competitive Bid Requests. The Borrower (for itself or
on behalf of any Designated Borrower) may request Competitive Bids by delivering
a duly completed Competitive Bid Request to the Administrative Agent in writing
(or by telephone, immediately confirmed in writing), not later than 12:00 noon
(x) one (1) Business Day prior to the proposed date of the related Competitive
Bid Fixed Rate Borrowing, or (y) three (3) Business Days prior to the proposed
date of the related Competitive Bid Eurocurrency Borrowing. Each Competitive Bid
Request shall specify (i) the proposed date of such Borrowing (which shall be a
Business Day), (ii) the identity of the Borrower or Designated Borrower and the
country (which shall be reasonably satisfactory to the Administrative Agent)
from which the Borrower or Designated Borrower will make such Borrowing, (iii)
the aggregate amount of such Borrowing (which shall be in a minimum principal
amount of $5,000,000 (or, if applicable, the Dollar Equivalent thereof in the
Foreign Currency in which such Competitive Bid Eurocurrency Borrowing is
denominated) or a larger multiple of $1,000,000) (or, if applicable, the Dollar
Equivalent thereof in the Foreign Currency in which such Competitive Bid
Eurocurrency Borrowing is denominated), (iv) if such Borrowing is a Eurocurrency
Borrowing, the requested currency and duration of the Interest Period or
Interest Periods applicable thereto (subject to the provisions of the definition
of Interest Period), and (v) whether the Competitive Bids requested are to set
forth a Competitive Bid Margin or a Fixed Rate. A Competitive Bid Request which
does not conform substantially to the form of Exhibit 2.6-A may be rejected by
the Administrative Agent in its sole discretion, and the Administrative Agent
shall promptly notify the Borrower of such rejection by telecopy. The Borrower
(for itself or on behalf of any Designated Borrower) may request Competitive
Bids for up to three (3) different Interest Periods in each Competitive Bid
Request; provided, that the request for each separate Interest Period shall be
deemed to be a separate Competitive Bid Request for a separate Competitive Bid
Borrowing. No Competitive Bid Request shall be given within five (5) Business
Days of any other Competitive Bid Request, unless any and all such previous
Competitive Bid Requests shall have been withdrawn or all Competitive Bids
received in response thereto rejected. Promptly after its receipt of a
Competitive Bid Request which is not rejected as aforesaid, the Administrative
Agent shall promptly notify each Lender the details thereof by telecopy,
inviting the Lenders to submit Competitive Bids, in a notice substantially
similar to the form of Exhibit 2.6-B.

                  (c)      Competitive Bids.

                  (i)      Each Lender may, but shall have no obligation to,
submit one or more Competitive Bids, each containing an irrevocable offer to
make a Competitive Bid Loan in response

                                       26

<PAGE>

to a Competitive Bid Request; provided, that if the Borrower's Competitive Bid
Request (for itself or on behalf of any Designated Borrower) specified more than
one Interest Period, such Lender may make a single submission containing a
separate offer for each Interest Period and each such separate offer shall be
deemed to be a separate Competitive Bid. Each Competitive Bid by a Lender must
be received by the Administrative Agent by telecopy not later than (x) in the
case of a Competitive Bid Eurocurrency Borrowing, 2:00 p.m. on the third
Business Day prior to the proposed date of Borrowing, and (y) in the case of an
Competitive Bid Fixed Rate Borrowing, 9:00 a.m. on the day of the proposed
Borrowing; provided, that if the Administrative Agent (or any Affiliate of the
Administrative Agent) elects to submit a Competitive Bid in its capacity as a
Lender, it shall submit such Competitive Bid directly to the Borrower at least
15 minutes prior to the deadline for the other Lenders.

                  (ii)     Each Competitive Bid shall specify (A) the principal
amount (which shall be a minimum principal amount of $5,000,000 (or the Dollar
Equivalent thereof in the Foreign Currency in which such Competitive Bid Loan is
denominated) or a larger multiple of $1,000,000) (or the Dollar Equivalent
thereof in the Foreign Currency in which such Competitive Bid Loan is
denominated) of each Competitive Bid Loan and the Interest Period applicable
thereto and the aggregate principal amount of all Competitive Bid Loans for all
Interest Periods (which principal amount may be greater than the Revolving
Commitment of such Lender but which may not exceed the aggregate principal
amount of Competitive Bid Loans for each Interest Period for which Competitive
Bid Requests were requested) and (B) the Competitive Bid Rate or Rates at which
such Lender is prepared to make such Loan or Loans (expressed as a percentage
rate per annum in the form of a decimal to no more than four decimal places).
Competitive Bids that do not conform substantially to Exhibit 2.6-C may be
rejected by the Administrative Agent, and the Administrative Agent shall notify
the applicable Lender as promptly as possible.

                  (iii)    No Competitive Bid shall contain qualifying,
conditional or similar language or propose terms other than or in addition to
those set forth in the applicable Competitive Bid Request, and in particular, no
Competitive Bid may be conditioned upon the acceptance by the Borrower (for
itself or on behalf of any Designated Borrower) of all (or some specified
minimum) of the principal amount of the Competitive Bid Loan for which the
Competitive Bid was made.

                  (iv)     After the Competitive Bids have been submitted, the
Administrative Agent shall promptly notify by telecopy the Borrower of (A) the
aggregate principal amount of the Competitive Bid Borrowing for which offers
have been received and (B) the principal amounts and Competitive Bid Rates so
offered by each Lender (and the identity of such Lender).

                  (d)      Acceptance by Borrower. Subject only to the
provisions of this paragraph, the Borrower (for itself or on behalf of any
Designated Borrower) may accept or reject any Competitive Bid. The Borrower (for
itself or on behalf of any Designated Borrower) shall notify the Administrative
Agent by telephone, confirmed by telecopy in a form approved by the
Administrative Agent, whether and to what extent it has decided to accept or
reject each Competitive Bid, in the case of a Eurocurrency Competitive Bid
Borrowing, not later than 12:30 p.m. three Business Days before the date of the
proposed Competitive Bid Borrowing, and in the case of a Fixed Rate Borrowing,
not later than 11:00 a.m. on the proposed date of the Competitive Bid Borrowing;
provided, that (i) the

                                       27

<PAGE>

failure of the Borrower to give such notice shall be deemed to be a rejection of
each Competitive Bid, (ii) the Borrower (for itself or on behalf of any
Designated Borrower) shall not accept a Competitive Bid made at a particular
Competitive Bid Rate if the Borrower rejects a Competitive Bid made at a lower
Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids
accepted by the Borrower (for itself or on behalf of any Designated Borrower)
shall not exceed the aggregate amount of the requested Competitive Bid Borrowing
specified in the related Competitive Bid Request, (iv) to the extent necessary
to comply with clause (iii) above, the Borrower (for itself or on behalf of any
Designated Borrower) may accept Competitive Bids at the same Competitive Bid
Rate in part, which acceptance, in the case of multiple Competitive Bids at such
Competitive Bid Rate, shall be made pro rata in accordance with the amount of
each such Competitive Bid, and (v) except pursuant to clause (iv) above, no
Competitive Bid shall be accepted for a Competitive Bid Loan unless such
Competitive Loan is in a minimum principal amount of $5,000,000 (or the Dollar
Equivalent thereof in the Foreign Currency in which such Competitive Bid Loan is
denominated) and an integral multiple of $1,000,000 (or the Dollar Equivalent
thereof in the Foreign Currency in which such Competitive Bid Loan is
denominated); provided, further, that if a Competitive Bid Loan must be in an
amount less than $5,000,000 (or the Dollar Equivalent thereof in the Foreign
Currency in which such Competitive Bid Loan is denominated) because of the
provisions of clause (iv) above, such Competitive Bid Loan may be for a minimum
of $1,000,000 (or the Dollar Equivalent thereof in the Foreign Currency in which
such Competitive Bid Loan is denominated) or any integral multiple thereof, and
in calculating the pro rata allocation of acceptances of portions of multiple
Competitive Bids at a particular Competitive Bid Rate pursuant to clause (iv)
the amounts shall be rounded to integral multiples of $1,000,000 (or the Dollar
Equivalent thereof in the Foreign Currency in which such Competitive Bid Loan is
denominated) in a manner determined by the Borrower. A notice given by the
Borrower (whether for itself or on behalf of any Designated Borrower) pursuant
to this paragraph shall be irrevocable.

                  (e)      The Administrative Agent shall promptly notify by
telecopy each Lender that made a Competitive Bid whether its Competitive Bid was
accepted (and if so, the amount and the Competitive Bid Rate so accepted), and
each successful bidding Lender will thereupon become bound, subject to the terms
and conditions hereof, to make the Competitive Bid Loan in respect of which its
Competitive Bid was accepted. Upon determination by the Administrative Agent of
the Adjusted LIBOR applicable to any Competitive Bid Eurocurrency Borrowing, to
be made by a Lender pursuant to a Competitive Bid which has been accepted, the
Administrative Agent shall notify the Borrower (for itself or on behalf of any
Designated Borrower) and such Lender of such applicable Adjusted LIBOR. With
respect to Competitive Bid Eurocurrency Loans, each such Lender shall, not later
than 2:00 p.m. on the date specified for the making of such Competitive Bid
Loan, make the amount of such Loan available to the Administrative Agent at the
Payment Office in immediately available funds for the account of the Borrower or
any Designated Borrower and the amount so received by the Administrative Agent
shall be made available to the Borrower or any Designated Borrower in
immediately available funds at the account specified by the Borrower or any
Designated Borrower to the Administrative Agent not later than 4:00 p.m. on such
date.

                  SECTION 2.7. MULTI-CURRENCY BORROWINGS. The Borrower may
request funding of Eurocurrency Borrowings in any applicable Foreign Currency.

                                       28

<PAGE>

                  SECTION 2.8. FUNDING OF BORROWINGS.

                  (a)      Each Lender will make available each Borrowing in
Dollars of Eurocurrency Loans, Base Rate Loans and Competitive Bid Fixed Rate
Loans to be made by it hereunder on the proposed date thereof by wire transfer
in immediately available funds by 2:00 p.m. to the Administrative Agent at the
Payment Office; provided, that the Swingline Loans will be made as set forth in
Section 2.5. If such Borrowing is a Eurocurrency Borrowing denominated in a
Foreign Currency, not later than 2:00 p.m. (local time at the bank where the
applicable Foreign Currency Payment Account is maintained) each Lender will make
available its Pro Rata Share of such Borrowing, in funds immediately available
in the applicable Foreign Currency Payment Account for the benefit of the
Administrative Agent and according to the payment instructions of the
Administrative Agent. The Administrative Agent will make such Loans available to
the Borrower by promptly crediting the amounts that it receives, in like funds
by the close of business on such proposed date, to an account maintained by the
Borrower with the Administrative Agent or at the Borrower's option, by effecting
a wire transfer of such amounts to an account designated by the Borrower to the
Administrative Agent.

                  (b)      Unless the Administrative Agent shall have been
notified by any Lender prior to (i) in the case of Base Rate Borrowings, 1 p.m.
on the date of such Borrowing in which such Lender is participating or (ii) in
the case of Eurocurrency Borrowings, 5 p.m. one (1) Business Day prior to the
date of a Borrowing in which such Lender is participating, that such Lender will
not make available to the Administrative Agent such Lender's share of such
Borrowing, the Administrative Agent may assume that such Lender has made such
amount available to the Administrative Agent on such date, and the
Administrative Agent, in reliance on such assumption, may make available to the
Borrower on such date a corresponding amount. If such corresponding amount is
not in fact made available to the Administrative Agent by such Lender on the
date of such Borrowing, the Administrative Agent shall be entitled to recover
such corresponding amount on demand from such Lender together with interest at a
rate per annum equal to the Administrative Agent's cost of funds for such amount
for up to two (2) days and thereafter at the rate specified for such Borrowing.
If such Lender does not pay such corresponding amount forthwith upon the
Administrative Agent's demand therefor, the Administrative Agent shall promptly
notify the Borrower, and the Borrower shall immediately pay such corresponding
amount to the Administrative Agent together with interest at the rate specified
for such Borrowing. Nothing in this subsection shall be deemed to relieve any
Lender from its obligation to fund its Pro Rata Share of any Borrowing hereunder
or to prejudice any rights which the Borrower may have against any Lender as a
result of any default by such Lender hereunder.

                  (c)      All Revolving Borrowings shall be made by the Lenders
on the basis of their respective Pro Rata Shares. No Lender shall be responsible
for any default by any other Lender in its obligations hereunder, and each
Lender shall be obligated to make its Loans provided to be made by it hereunder,
regardless of the failure of any other Lender to make its Loans hereunder.

                  SECTION 2.9. INTEREST ELECTIONS; CONVERSIONS; CONTINUATIONS.

                                       29

<PAGE>

                  (a)      Each Borrowing initially shall be of the Type
specified in the applicable Notice of Borrowing, and in the case of a
Eurocurrency Borrowing, shall have an initial Interest Period as specified in
such Notice of Borrowing. Thereafter, the Borrower may elect to convert such
Borrowing into a different Type or to continue such Borrowing (subject to
satisfaction of any conditions applicable to Borrowings of that Type), and in
the case of a Eurocurrency Borrowing, may elect Interest Periods therefor, all
as provided in this Section. The Borrower may elect different options with
respect to different portions of the affected Borrowing, in which case each such
portion shall be allocated ratably among the Lenders holding Loans comprising
such Borrowing, and the Loans comprising each such portion shall be considered a
separate Borrowing. This Section 2.9 shall NOT apply to Eurocurrency Borrowings
denominated in a Foreign Currency (other than continuations in the same Foreign
Currency which shall be permitted), Competitive Bid Borrowings or Swingline
Borrowings, which may not be converted or continued.

                  (b)      To make an election pursuant to this Section, the
Borrower shall give the Administrative Agent prior written notice (or telephonic
notice promptly confirmed in writing) of each Borrowing (a "NOTICE OF
CONVERSION/CONTINUATION") that is to be converted or continued, as the case may
be, (x) prior to 12:00 noon one (1) Business Day prior to the requested date of
a conversion into a Base Rate Borrowing and (y) prior to 12:00 noon three (3)
Business Days prior to a continuation of or conversion into a Eurocurrency
Borrowing. Each such Notice of Conversion/Continuation shall be irrevocable and
shall specify (i) the Borrowing to which such Notice of Continuation/Conversion
applies and if different options are being elected with respect to different
portions thereof, the portions thereof that are to be allocated to each
resulting Borrowing (in which case the information to be specified pursuant to
clauses (iii) and (iv) shall be specified for each resulting Borrowing); (ii)
the effective date of the election made pursuant to such Notice of
Continuation/Conversion, which shall be a Business Day, (iii) whether the
resulting Borrowing is to be a Base Rate Borrowing or a Eurocurrency Borrowing;
and (iv) if the resulting Borrowing is to be a Eurocurrency Borrowing, the
requested currency which shall be the same currency as the original Borrowing
and the duration of the Interest Period applicable thereto after giving effect
to such election, which shall be a period contemplated by the definition of
"Interest Period". If any such Notice of Continuation/Conversion requests a
Eurocurrency Borrowing but does not specify an Interest Period, the Borrower
shall be deemed to have selected an Interest Period of one month. The principal
amount of any resulting Borrowing shall satisfy the minimum borrowing amount for
Eurocurrency Borrowings and Base Rate Borrowings set forth in Section 2.3.

                  (c)      If, on the expiration of any Interest Period in
respect of any Eurocurrency Borrowing, the Borrower shall have failed to deliver
a Notice of Conversion/Continuation, then, unless such Borrowing is repaid as
provided herein, the Borrower shall be deemed to have elected to convert such
Borrowing to a Base Rate Borrowing. No Borrowing may be converted into, or
continued as, a Eurocurrency Borrowing if a Default or an Event of Default
exists, unless the Administrative Agent and each of the Lenders shall have
otherwise consented in writing. No conversion of any Eurocurrency Loans shall be
permitted except on the last day of the Interest Period in respect thereof.

                                       30

<PAGE>

                  (d)      Upon receipt of any Notice of
Conversion/Continuation, the Administrative Agent shall promptly notify each
Lender of the details thereof and of such Lender's portion of each resulting
Borrowing.

                  SECTION 2.10. OPTIONAL REDUCTION AND TERMINATION OF
COMMITMENTS.

                  (a)      Unless previously terminated, all Revolving
Commitments shall terminate on the Commitment Termination Date, except that the
Swingline Commitment shall terminate on the Swingline Termination Date.

                  (b)      Upon at least three (3) Business Days' prior written
notice (or telephonic notice promptly confirmed in writing) to the
Administrative Agent (which notice shall be irrevocable), the Borrower may
reduce the Aggregate Revolving Commitments in part or terminate the Aggregate
Revolving Commitments in whole; provided, that (i) any partial reduction shall
apply to reduce proportionately and permanently the Revolving Commitment of each
Lender, (ii) any partial reduction pursuant to this Section 2.10 shall be in an
amount of at least $5,000,000 and any larger multiple of $1,000,000, and (iii)
no such reduction shall be permitted which would reduce the Aggregate Revolving
Commitments to an amount less than the Dollar Equivalent of the outstanding
Revolving Credit Exposures of all Lenders (determined in accordance with Section
10.14) plus the Dollar Equivalent of the outstanding principal amount of all
Competitive Bid Loans (determined in accordance with Section 10.14).

                  SECTION 2.11. REPAYMENT OF LOANS.

                  (a)      The outstanding principal amount of all Revolving
Loans shall be due and payable (together with accrued and unpaid interest
thereon) on the Commitment Termination Date; provided, however, the outstanding
principal amount of all Eurocurrency Loans denominated in a Foreign Currency
shall be due and payable (together with accrued and unpaid interest thereon) on
the last day of the Interest Period.

                  (b)      The principal amount of each Competitive Bid
Borrowing shall be due and payable (together with accrued and unpaid interest
thereon) on the earlier of (i) the last day of the Interest Period applicable to
such Borrowing and (ii) the Commitment Termination Date.

                  (c)      The principal amount of each Swingline Borrowing
shall be due and payable (together with accrued interest thereon) on the earlier
of (i) the last day of the Interest Period applicable to such Borrowing and (ii)
the Swingline Termination Date.

                  (d)      On each date on which the Aggregate Revolving
Commitments are reduced pursuant to Section 2.10, the Borrower shall repay or
prepay such principal amount of the outstanding Loans, if any (together with
interest accrued thereon), as may be necessary so that after such repayment or
payment the Dollar Equivalent of the aggregate outstanding Revolving Loans
(determined in accordance with Section 10.14) plus the Dollar Equivalent of the
outstanding principal amount of all Competitive Bid Loans (determined in
accordance with Section 10.14) does not exceed the Aggregate Revolving
Commitments as then reduced.

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<PAGE>

                  (e)      If the Administrative Agent determines that, as of
any Calculation Date, (i) the sum of the Dollar Equivalent of the aggregate
principal amount of outstanding Revolving Loans, Swingline Loans, Competitive
Bid Loans and LC Exposures exceeds 105% of the Aggregate Revolving Commitment
then in effect, or (ii) the sum of the Dollar Equivalent of the aggregate
principal amount of outstanding Revolving Loans and Competitive Bid Loans
denominated in a Foreign Currency exceeds 105% of the Foreign Currency Sublimit,
then, in either case, the Borrower shall prepay Revolving Loans and/or
Competitive Bid Loans in an aggregate amount sufficient to eliminate such excess
no later than the second Business Day following such notice. Promptly upon
determining the need to make any such prepayment, the Administrative Agent shall
notify the Borrower of such required prepayment and of the identity of the
particular Revolving Loans and/or Competitive Bid Loans to be prepaid. Any
mandatory prepayment of Revolving Loans and/or Competitive Bid Loans pursuant
hereto shall not be limited by the notice provision for prepayment set forth in
Section 2.13. Each such prepayment shall be accompanied by a payment of all
accrued and unpaid interest on the Loans prepaid and any applicable breakage
fees and funding losses pursuant to Section 2.20.

                  SECTION 2.12. EVIDENCE OF INDEBTEDNESS. (a) Each Lender shall
maintain in accordance with its usual practice appropriate records evidencing
the indebtedness of the Borrower to such Lender resulting from each Loan made by
such Lender from time to time, including the amounts of principal and interest
payable thereon and paid to such Lender from time to time under this Agreement.
The Administrative Agent shall maintain appropriate records in which shall be
recorded (i) the Revolving Commitment of each Lender, (ii) the amount and
currency of each Loan made hereunder by each Lender, the Class and Type thereof
and the Interest Period applicable thereto, (iii) the date of each continuation
thereof pursuant to Section 2.9, (iv) the date of each conversion of all or a
portion thereof to another Type pursuant to Section 2.9, (v) the date and amount
of any principal or interest due and payable or to become due and payable from
the Borrower to each Lender hereunder in respect of such Loans and (vi) both the
date and amount of any sum received by the Administrative Agent hereunder from
the Borrower in respect of the Loans and each Lender's Pro Rata Share thereof.
The entries made in such records shall be prima facie evidence of the existence
and amounts of the obligations of the Borrower therein recorded; provided, that
the failure or delay of any Lender or the Administrative Agent in maintaining or
making entries into any such record or any error therein shall not in any manner
affect the obligation of the Borrower to repay the Loans (both principal and
unpaid accrued interest) of such Lender in accordance with the terms of this
Agreement.

                  (b)      At the request of any Lender (including the Swingline
Lender) at any time, the Borrower agrees that it will execute and deliver to
such Lender a Revolving Credit Note, and/or a Competitive Bid Note and, in the
case of the Swingline Lender only, a Swingline Note, payable to the order of
such Lender.

                  SECTION 2.13. OPTIONAL PREPAYMENTS.

                  (a)      The Borrower shall have the right at any time and
from time to time to prepay any Borrowing, in whole or in part, without premium
or penalty, by giving irrevocable written notice

                                       32

<PAGE>

(or telephonic notice promptly confirmed in writing) to the Administrative Agent
no later than (i) in the case of prepayment of any Eurocurrency Borrowing, 12:00
noon not less than three (3) Business Days prior to any such prepayment, (ii) in
the case of any prepayment of any Base Rate Borrowing, not less than one
Business Day prior to the date of such prepayment, and (iii) in the case of
Swingline Borrowings, prior to 12:00 noon on the date of such prepayment. Each
such notice shall be irrevocable and shall specify the proposed date of such
prepayment and the principal amount of each Borrowing or portion thereof to be
prepaid. Upon receipt of any such notice, the Administrative Agent shall
promptly notify each affected Lender of the contents thereof and of such
Lender's Pro Rata Share of any such prepayment. If such notice is given, the
aggregate amount specified in such notice shall be due and payable on the date
designated in such notice, together with accrued interest to such date on the
amount so prepaid in accordance with Section 2.14(e); provided, that if a
Eurocurrency Borrowing is prepaid on a date other than the last day of an
Interest Period applicable thereto, the Borrower shall also pay all amounts
required pursuant to Section 2.20. Each partial prepayment of any Loan (other
than a Swingline Loan) shall be in an amount that would be permitted in the case
of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3
or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a
Borrowing shall be applied ratably to the Loans comprising such Borrowing.

                  (b) Except as otherwise provided herein, the Borrower may not
prepay any Competitive Bid Loan except with the prior written consent of the
affected Lender.

                  SECTION 2.14. INTEREST ON LOANS.

                  (a)      The Borrower shall pay interest (i) on each Base Rate
Loan at the Base Rate in effect from time to time, and (ii) on each Eurocurrency
Loan at the Adjusted LIBOR for the applicable Interest Period in effect for such
Loan, plus, in each case, the Applicable Margin in effect from time to time.

                  (b)      The Borrower shall pay interest (i) on each
Competitive Bid Eurocurrency Loan at the Adjusted LIBOR for the applicable
Interest Period in effect for such Loan, plus (or minus) the Competitive Bid
Margin quoted by the Lender making such Loan pursuant to Section 2.6(c) and
accepted by the Borrower pursuant to Section 2.6(d), and (ii) on each
Competitive Bid Fixed Rate Loan, at the Fixed Rate quoted by the Lender making
such Loan pursuant to Section 2.6(c) and accepted by the Borrower pursuant to
Section 2.6(d).

                  (c)      The Borrower shall pay interest on each Swingline
Loan at the Swingline Rate in effect from time to time.

                  (d)      While an Event of Default exists or after
acceleration, at the option of the Required Lenders, the Borrower shall pay
interest ("DEFAULT INTEREST") with respect to all Eurocurrency Loans and
Competitive Bid Fixed Rate Loans at the rate otherwise applicable for the
then-current Interest Period plus an additional 2% per annum until the last day
of such Interest Period, and thereafter, and with respect to all Base Rate Loans
(including all Swingline Loans) and all other Obligations hereunder (other than
Loans), at an all-in rate in effect for Base Rate Loans, plus an additional 2%
per annum.

                                       33

<PAGE>

                  (e)      Interest on the principal amount of all Loans shall
accrue from and including the date such Loans are made to but excluding the date
of any repayment thereof. Interest on all outstanding Base Rate Loans shall be
payable quarterly in arrears on the last day of each March, June, September and
December and on the Commitment Termination Date. Interest on all outstanding
Eurocurrency Loans and all outstanding Competitive Bid Fixed Rate Loans shall be
payable on the last day of each Interest Period applicable thereto, and, in the
case of any Eurocurrency Loans and Competitive Bid Fixed Rate Loans having an
Interest Period in excess of three months or 90 days, respectively, on each day
which occurs every three months or 90 days, as the case may be, after the
initial date of such Interest Period, and on the Commitment Termination.
Interest on each Swingline Loan shall be payable on the maturity date of such
Loan, which shall be the last day of the Interest Period applicable thereto, and
on the Swingline Termination Date. Interest on any Loan which is converted into
a Loan of another Type or which is repaid or prepaid shall be payable on the
date of such conversion or on the date of any such repayment or prepayment (on
the amount repaid or prepaid) thereof. All Default Interest shall be payable on
demand.

                  (f)      The Administrative Agent shall determine each
interest rate applicable to the Loans hereunder and shall promptly notify the
Borrower and the Lenders of such rate in writing (or by telephone, promptly
confirmed in writing). Any such determination shall be conclusive and binding
for all purposes, absent manifest error.

                  SECTION 2.15. FEES.

                  (a)      The Borrower shall pay to the Administrative Agent
for its own account fees in the amounts and at the times previously agreed upon
by the Borrower and the Administrative Agent.

                  (b)      Facility Fee. The Borrower agrees to pay to the
Administrative Agent for the account of each Lender a facility fee, which shall
accrue at the Applicable Percentage (determined daily in accordance with
Schedule I) on the daily amount of the Revolving Commitment (whether used or
unused) of such Lender from the Funding Date through the Commitment Termination
Date; provided, that if such Lender continues to have any Revolving Credit
Exposure after the Commitment Termination Date, then the facility fee shall
continue to accrue from and after the Commitment Termination Date to the date
that all of such Lender's Revolving Credit Exposure has been paid in full.
Accrued facility fees shall be payable in arrears on the last day of each March,
June, September and December of each year and on the Commitment Termination
Date, commencing on the first such date after the Execution Date; provided,
further, that any facility fees accruing after the Commitment Termination Date
shall be payable on demand.

                  (c)      Letter of Credit Fees. The Borrower agrees to pay (i)
to the Administrative Agent, for the account of each Lender, a letter of credit
fee with respect to its participation in each Letter of Credit, which shall
accrue at the Applicable Percentage then in effect on the average daily amount
of such Lender's LC Exposure (excluding any portion thereof attributable to
unreimbursed LC Disbursements) attributable to such Letter of Credit during the
period from and including the date of issuance of such Letter of Credit to but
excluding the date on which such Letter expires or is

                                       34

<PAGE>

drawn in full (including without limitation any LC Exposure that remains
outstanding after the Commitment Termination Date) and (ii) to the Issuing Bank
for its own account a fronting fee, which shall accrue at the rate of 0.125% per
annum on the average daily amount of the LC Exposure (excluding any portion
thereof attributable to Unreimbursed LC Disbursements) during the Availability
Period (or until the date that such Letter of Credit is irrevocably cancelled,
whichever is later), as well as the Issuing Bank's standard fees with respect to
issuance, amendment, renewal or extension of any Letter of Credit or processing
of drawings thereunder. While an Event of Default exists or after acceleration,
at the option of the Required Lenders, the Borrower shall pay to the
Administrative Agent, for the account of each Lender, a letter of credit fee
with respect to its participation in each Letter of Credit, which shall accrue
at the rate otherwise applicable plus an additional 2% per annum until the date
on which such Letter expires or is drawn in full (including without limitation
any LC Exposure that remains outstanding after the Commitment Termination Date).

                  (d)      Payments. Accrued fees shall be payable quarterly in
arrears on the last day of each of March, June, September and December,
commencing on September 30, 2003 and on the Commitment Termination Date (and if
later, the date the Loans and LC Exposure shall be repaid in their entirety).

                  SECTION 2.16. COMPUTATION OF INTEREST AND FEES. Interest based
on the prime lending rate hereunder shall be computed on the basis of a year of
365 days (or 366 days in a leap year) and paid for the actual number of days
elapsed (including the first day but excluding the last day). All other interest
and all fees shall be computed on the basis of a year of 360 days (except for
any Eurocurrency Loans outstanding in British pounds sterling, which shall be
computed on the basis of a year of 365 or 366 days, as the case may be) and paid
for the actual number of days elapsed (including the first day but excluding the
last day). Each determination by the Administrative Agent of an interest amount
or fee hereunder shall be made in good faith and, except for manifest error,
shall be final, conclusive and binding for all purposes.

                  SECTION 2.17. INABILITY TO DETERMINE INTEREST RATES. If prior
to the commencement of any Interest Period for any Eurocurrency Borrowing,

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

                  (ii)     the Administrative Agent shall have received notice
         from the Required Lenders (or in the case of a Eurocurrency Competitive
         Bid Loan, the Lender required to make such Loan) that the Adjusted
         LIBOR does not adequately and fairly reflect the cost to such Lenders
         (or Lender, as the case may be) of making, funding or maintaining their
         (or its, as the case may be) Eurocurrency Loans for such Interest
         Period,

the Administrative Agent shall give written notice (or telephonic notice,
promptly confirmed in writing) to the Borrower and to the Lenders (or in the
case of a Eurocurrency Competitive Bid Loan,

                                       35

<PAGE>

the affected Lender) as soon as practicable thereafter. In the case of a
Eurocurrency Competitive Bid Borrowing, the related Competitive Bid Request
shall be cancelled and the Lender or Lenders shall not have any obligation to
make such Eurocurrency Competitive Bid Borrowing. In the case of Eurocurrency
Loans, until the Administrative Agent shall notify the Borrower and the Lenders
that the circumstances giving rise to such notice no longer exist, (i) the
obligations of the Lenders to make Eurocurrency Revolving Loans or to continue
or convert outstanding Loans as or into Eurocurrency Loans shall be suspended
and (ii) all such affected Loans shall automatically, on the last day of the
then current Interest Period applicable thereto unless the Borrower or the
applicable Designated Borrower prepays such Loans in accordance with this
Agreement, (A) if such Loans are Eurocurrency Loans, be converted into Base Rate
Loans and (B) if such Loans are Eurocurrency Loans denominated in a Foreign
Currency, be exchanged for the Dollar Equivalent thereof and converted into Base
Rate Loans. Unless the Borrower notifies the Administrative Agent at least one
Business Day before the date of any Eurocurrency Revolving Borrowing for which a
Notice of Revolving Borrowing has previously been given that it elects not to
borrow on such date, then such Revolving Borrowing shall be made as a Base Rate
Borrowing.

                  SECTION 2.18. ILLEGALITY. If any Change in Law shall make it
unlawful or impossible for any Lender to make, maintain or fund any Eurocurrency
Loan and such Lender shall so notify the Administrative Agent, the
Administrative Agent shall promptly give notice thereof to the Borrower and the
other Lenders, whereupon until such Lender notifies the Administrative Agent and
the Borrower that the circumstances giving rise to such suspension no longer
exist, the obligation of such Lender to make Eurocurrency Revolving Loans or to
continue or convert outstanding Loans as or into Eurocurrency Loans shall be
suspended. In the case of the making of a Eurocurrency Revolving Borrowing, such
Lender's Revolving Loan shall be made as a Base Rate Loan as part of the same
Revolving Borrowing for the same Interest Period and if the affected
Eurocurrency Loan is then outstanding, such Loan shall be converted to a Base
Rate Loan either (i) on the last day of the then current Interest Period
applicable to such Eurocurrency Loan if such Lender may lawfully continue to
maintain such Loan to such date or (ii) immediately if such Lender shall
determine that it may not lawfully continue to maintain such Eurocurrency Loan
to such date. In the case of the making of a Eurocurrency Revolving Borrowing
denominated in a Foreign Currency, such Lender's Revolving Loan shall be made as
a Base Rate Loan as part of the same Revolving Borrowing for the same Interest
Period and if the affected Loan is then outstanding, such Loan shall be
exchanged for the Dollar Equivalent thereof and converted to a Base Rate Loan
either (i) on the last day of the then current Interest Period applicable to
such Loan if such Lender may lawfully continue to maintain such Loan to such
date or (ii) immediately if such Lender shall determine that it may not lawfully
continue to maintain such Loan to such date. Notwithstanding the foregoing, the
affected Lender shall, prior to giving such notice to the Administrative Agent,
designate a different Applicable Lending Office if such designation would avoid
the need for giving such notice and if such designation would not otherwise be
disadvantageous to such Lender in the good faith exercise of its discretion.

                  SECTION 2.19. INCREASED COSTS.

                  If any Change in Law shall:

                                       36

<PAGE>

                  (i)      impose, modify or deem applicable any reserve,
         special deposit or similar requirement that is not otherwise included
         in the determination of the Adjusted LIBOR hereunder against assets of,
         deposits with or for the account of, or credit extended by, any Lender
         (except any such reserve requirement reflected in the Adjusted LIBOR )
         or the Issuing Bank; OR

                  (ii)     impose on any Lender or on the Issuing Bank or the
         eurocurrency interbank market any other condition affecting this
         Agreement or any Eurocurrency Loans made by such Lender or any Letter
         of Credit or any participation therein;

and the result of the foregoing is to increase the cost to such Lender of
making, converting into, continuing or maintaining a Eurocurrency Loan or to
increase the cost to such Lender or the Issuing Bank of participating in or
issuing any Letter of Credit or to reduce the amount received or receivable by
such Lender or the Issuing Bank hereunder (whether of principal, interest or any
other amount), then the Borrower shall promptly pay, upon written notice from
and demand by such Lender on the Borrower (with a copy of such notice and demand
to the Administrative Agent), to the Administrative Agent for the account of
such Lender, within five Business Days after the date of such notice and demand,
additional amount or amounts sufficient to compensate such Lender or the Issuing
Bank, as the case may be, for such additional costs incurred or reduction
suffered.

                  (b)      If any Lender or the Issuing Bank shall have
determined that on or after the date of this Agreement any Change in Law
regarding capital requirements has or would have the effect of reducing the rate
of return on such Lender's or the Issuing Bank's capital (or on the capital of
such Lender's or the Issuing Bank's parent corporation) as a consequence of its
obligations hereunder or under or in respect of any Letter of Credit to a level
below that which such Lender or the Issuing Bank or such Lender's or the Issuing
Bank's parent corporation could have achieved but for such Change in Law (taking
into consideration such Lender's or the Issuing Bank's policies or the policies
of such Lender's or the Issuing Bank's parent corporation with respect to
capital adequacy) then, from time to time, within five (5) Business Days after
receipt by the Borrower of written demand by such Lender (with a copy thereof to
the Administrative Agent), the Borrower shall pay to such Lender such additional
amounts as will compensate such Lender or the Issuing Bank or such Lender's or
the Issuing Bank's parent corporation for any such reduction suffered.

                  (c)      If and so long as any Lender is required to make
special deposits with the Bank of England, to maintain reserve asset ratios or
to pay fees, in each case in respect of such Lender's Eurocurrency Loans
denominated in any Foreign Currency, such Lender may require the Borrower to
pay, contemporaneously with each payment of interest on each of such Loans,
additional interest on such Loan at a rate per annum equal to the Mandatory
Costs Rate calculated in accordance with the formula and in the manner set forth
in Exhibit 2.19 hereto.

                  (d)      If and so long as any Lender is required to comply
with reserve assets, liquidity, cash margin or other requirements of any
monetary or other authority (including any such requirement imposed by the
European Central Bank or the European System of Central Banks, but excluding
requirements reflected in the Statutory Reserve Rate or the Mandatory Costs
Rate) in respect of any of such Lender's Eurocurrency Loans denominated in a
Foreign Currency, such

                                       37

<PAGE>

Lender may require the Borrower to pay, contemporaneously with each payment of
interest on each of such Loans subject to such requirements, additional interest
on such Loan at a rate per annum specified by such Lender to be the cost to such
Lender of complying with such requirement in relation to such Loan.

                  (e)      A certificate of a Lender or the Issuing Bank setting
forth the amount or amounts necessary to compensate such Lender or the Issuing
Bank or such Lender's or the Issuing Bank's parent corporation, as the case may
be, specified in paragraph (a), (b), (c) or (d) of this Section shall be
delivered to the Borrower (with a copy to the Administrative Agent) and shall be
conclusive, absent manifest error.

                  (f)      Failure or delay on the part of any Lender or the
Issuing Bank to demand compensation pursuant to this Section shall not
constitute a waiver of such Lender's or the Issuing Bank's right to demand such
compensation; provided, that the Borrower shall not be required to compensate a
Lender or the Issuing Bank under this Section for any increased costs or
reductions incurred more than 120 days prior to the date that such Lender or the
Issuing Bank notifies the Borrower of such increased costs or reductions and of
such Lender's or the Issuing Bank's intention to claim compensation therefor.

                  SECTION 2.20. FUNDING INDEMNITY. In the event of (a) the
payment of any principal of a Eurocurrency Loan or a Competitive Bid Fixed Rate
Loan other than on the last day of the Interest Period applicable thereto
(including as a result of an Event of Default), (b) the conversion or
continuation of a Eurocurrency Loan other than on the last day of the Interest
Period applicable thereto, (c) the failure by the Borrower to borrow, prepay,
convert or continue any Eurocurrency Loan on the date specified in any
applicable notice (regardless of whether such notice is withdrawn or revoked),
or (d) the failure by the Borrower to borrow any Competitive Bid Loan after
accepting the Competitive Bid to make such Loan, then, in any such event, the
Borrower shall compensate each Lender, within five (5) Business Days after
written demand from such Lender, for any loss, cost or expense attributable to
such event. In the case of a Eurocurrency Loan, such loss, cost or expense shall
be deemed to include an amount determined by such Lender to be the excess, if
any, of (A) the amount of interest that would have accrued on the principal
amount of such Eurocurrency Loan if such event had not occurred at the Adjusted
LIBOR applicable to such Eurocurrency Loan for the period from the date of such
event to the last day of the then current Interest Period therefor (or in the
case of a failure to borrow, convert or continue, for the period that would have
been the Interest Period for such Eurocurrency Loan) over (B) the amount of
interest that would accrue on the principal amount of such Eurocurrency Loan for
the same period if the Adjusted LIBOR were set on the date such Eurocurrency
Loan was prepaid or converted or the date on which the Borrower failed to
borrow, convert or continue such Eurocurrency Loan. In the case of a Competitive
Bid Fixed Rate Loan, such compensation shall include the amount of such losses,
costs or expenses as the Lender which made such Competitive Bid Fixed Rate Loan
may reasonably incur by reason of such prepayment or failure to borrow,
including any such losses, costs or expenses incurred in obtaining, liquidating
or employing deposits from third parties. A certificate as to any additional
amount payable under this Section 2.20 submitted to the Borrower by any Lender
shall be conclusive, absent manifest error.

                                       38

<PAGE>

                  SECTION 2.21. TAXES.

                  (a)      Any and all payments by or on account of any
obligation of the Borrower or any Designated Borrower hereunder shall be made
free and clear of and without deduction for any Indemnified Taxes or Other
Taxes; provided, that if the Borrower or any Designated Borrower shall be
required to deduct any Indemnified Taxes or Other Taxes from such payments, then
(i) the sum payable shall be increased as necessary so that after making all
required deductions (including deductions applicable to additional sums payable
under this Section) the Administrative Agent, any Lender or the Issuing Bank (as
the case may be) shall receive an amount equal to the sum it would have received
had no such deductions been made, (ii) the Borrower or such Designated Borrower
shall make such deductions and (iii) the Borrower or such Designated Borrower
shall pay the full amount deducted to the relevant Governmental Authority in
accordance with applicable law.

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

                  (c)      The Borrower or any Designated Borrower shall
indemnify the Administrative Agent, each Lender and the Issuing Bank, within
five (5) Business Days after written demand therefor, for the full amount of any
Indemnified Taxes or Other Taxes paid by the Administrative Agent, such Lender
or the Issuing Bank, as the case may be, on or with respect to any payment by or
on account of any obligation of the Borrower or any Designated Borrower
hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or
attributable to amounts payable under this Section) and any penalties, interest
and reasonable expenses arising therefrom or with respect thereto, whether or
not such Indemnified Taxes or Other Taxes were correctly or legally imposed or
asserted by the relevant Governmental Authority. A certificate as to the amount
of such payment or liability delivered to the Borrower by a Lender or the
Issuing Bank, or by the Administrative Agent on its own behalf or on behalf of a
Lender or the Issuing Bank, shall be conclusive absent manifest error.

                  (d)      As soon as practicable after any payment of
Indemnified Taxes or Other Taxes by the Borrower or any Designated Borrower to a
Governmental Authority, the Borrower or such Designated Borrower shall deliver
to the Administrative Agent the original or a certified copy of a receipt issued
by such Governmental Authority evidencing such payment, a copy of the return
reporting such payment or other evidence of such payment reasonably satisfactory
to the Administrative Agent.

                  (e)      Each Foreign Lender shall deliver to the Borrower
(with a copy to the Administrative Agent), at the time or times prescribed by
applicable law, such properly completed and executed documentation prescribed by
applicable law or reasonably requested by the Borrower as will permit all
payments under this Agreement to be made without withholding. Without limiting
the generality of the foregoing, each Foreign Lender agrees that it will deliver
to the Administrative Agent and the Borrower (or in the case of a Participant,
to the Lender from which the related participation shall have been purchased)
(i) two (2) duly completed copies of Internal Revenue Service Form W-8ECI or
W-8BEN, or any successor form thereto, as the case may be, certifying in each
case that such Foreign Lender is entitled to receive payments made by the
Borrower or any

                                       39

<PAGE>

Designated Borrower hereunder and under the Notes payable to it, without
deduction or withholding of any United States federal income taxes and (ii) a
duly completed Internal Revenue Service Form W-8 or W-9, or any successor form
thereto, as the case may be, to establish an exemption from United State backup
withholding tax. Each such Foreign Lender shall deliver to the Borrower and the
Administrative Agent such forms on or before the date that it becomes a party to
this Agreement (or in the case of a Participant, on or before the date such
Participant purchases the related participation). In addition, each such Lender
shall deliver such forms promptly upon the obsolescence or invalidity of any
form previously delivered by such Lender. Each such Lender shall promptly notify
the Borrower and the Administrative Agent at any time that it determines that it
is no longer in a position to provide any previously delivered certificate to
the Borrower (or any other form of certification adopted by the U.S. taxing
authorities for such purpose) which notice shall create in Borrower the right to
replace such Lender pursuant to Section 2.23 hereof.

                  (f)      Each Lender agrees upon the request of the Borrower
and at the Borrower's expense to complete, accurately and in a manner reasonably
satisfactory to the Borrower and the Administrative Agent, and to execute,
arrange for any required certification of, and deliver to the Borrower (with a
copy to the Administrative Agent) (or to such government or taxing authority as
the Borrower or Administrative Agent reasonably directs), any other form or
document that may be required under the laws of any jurisdiction outside the
United States to allow the Borrower or any Designated Borrower to make a payment
under this Agreement or the other Loan Documents without any deduction or
withholding for or on account of any taxes of the type described in Section 2.21
hereof or with any such deduction or withholding for or on account of such taxes
at a reduced rate, in each case so long as such Lender is (i) legally entitled
to provide such certification and deliver such form or document and (ii) such
action is consistent with its overall tax policies and is not otherwise, in the
judgment of such Lender, impractical or disadvantageous in any material respect
to such Lender.

                  (g)      Notwithstanding any provision of Section 2.21 above
to the contrary, the Borrower shall not have any obligations to pay any taxes or
to indemnify any Lender for such taxes pursuant to this Section 2.21 to the
extent that such taxes result from (i) the failure of any Bank to comply with
its obligations pursuant to Section 2.21(f) or (ii) any representation made on
Form 1001, 4224 or W-8 or successor applicable form or certification by any
Lender incurring such taxes proving to have been incorrect, false or misleading
in any material respect when so made or deemed to be made or (iii) such Lender
changing its Applicable Lending Office to a jurisdiction in which such taxes
arise, except to the extent in the judgment of such Lender such change was
required by the terms of this Agreement.

                  (h)      To the extent that the payment of any Lender's
Indemnified Taxes or Other Taxes by the Borrower hereunder gives rise from time
to time to a Tax Benefit to such lender in any jurisdiction other than the
jurisdiction which imposed such Indemnified Taxes or Other Taxes, such Lender
shall pay to the Borrower the amount of each such Tax Benefit so recognized or
received. The amount of each Tax Benefit and, therefore, payment to the Borrower
will be determined from time to time by the relevant Lender in its sole
discretion, which determination shall be binding and conclusive on all parties
hereto. Each such payment will be due and payable by such Lender to the Borrower
within a reasonable time after the filing of the tax return in which such Tax
Benefit is

                                       40

<PAGE>

recognized or, in the case of any tax refund, after the refund is received;
provided, however, if at any time thereafter such Lender is required to rescind
such Tax Benefit or such Tax Benefit is otherwise disallowed or nullified, the
Borrower shall promptly, after notice thereof from such Lender, repay to such
Lender the amount of such Tax Benefit previously paid to such Lender and which
has been rescinded, disallowed or nullified. For purposes hereof, the term "Tax
Benefit" shall mean the amount by which any Lender's income tax liability for
the taxable period in question is reduced below what would have been payable had
the Borrower not been required to pay such Lender's taxes hereunder.

                  SECTION 2.22. PAYMENTS GENERALLY; PRO RATA TREATMENT; SHARING
OF SET-OFFS.

                  (a)      The Borrower or any Designated Borrower shall make
each payment required to be made by it hereunder (whether of principal,
interest, fees or reimbursement of LC Disbursements, or of amounts payable under
Section 2.19, 2.20 or 2.21, or otherwise) (i) prior to 12:00 noon, in the case
of payments in Dollars, and (ii) no later than the close of business (at the
bank where the applicable Foreign Currency Payment Account is maintained) in the
case of payments in a Foreign Currency, on the date when due, in immediately
available funds, without set-off or counterclaim. Any amounts received after
such time on any date may, in the discretion of the Administrative Agent, be
deemed to have been received on the next succeeding Business Day for purposes of
calculating interest thereon. All such payments shall be made to the
Administrative Agent at the Payment Office or at the applicable Foreign Currency
Payment Account, as the case may be, except payments to be made directly to the
Issuing Bank or Swingline Lender as expressly provided herein and except that
payments pursuant to Sections 2.19, 2.20 and 2.21 and 10.3 shall be made
directly to the Persons entitled thereto. The Administrative Agent shall
distribute any such payments received by it for the account of any other Person
to the appropriate recipient promptly following receipt thereof. If any payment
hereunder shall be due on a day that is not a Business Day, the date for payment
shall be extended to the next succeeding Business Day, and, in the case of any
payment accruing interest, interest thereon shall be made payable for the period
of such extension. All payments hereunder shall be made in Dollars; provided,
however, that all payments of principal and interest with respect to
Eurocurrency Loans denominated in a Foreign Currency shall be made in the
Foreign Currency in which the related Loan was made. If the Borrower or any
Designated Borrower is unable for any reason to effect payment in a Foreign
Currency as required by this Agreement or if the Borrower or any Designated
Borrower shall default on a Eurocurrency Loan denominated in a Foreign Currency,
each Lender may, through the Administrative Agent, require such payment to be
made in Dollars in the Dollar Equivalent amount of such payment. In the case in
which the Borrower or any Designated Borrower shall make such payment in
Dollars, the Borrower or such Designated Borrower agrees to hold such Lender
harmless from any loss incurred by such Lender arising from any change in the
value of Dollars in relation to such Foreign Currency between the date such
payment became due and the date of payment thereof.

                  (b)      If at any time insufficient funds are received by and
available to the Administrative Agent to pay fully all amounts of principal,
unreimbursed LC Disbursements, interest and fees then due hereunder, such funds
shall be applied (i) first, towards payment of interest and fees then due
hereunder, ratably among the parties entitled thereto in accordance with the
amounts of interest and fees then due to such parties, and (ii) second, towards
payment of principal and

                                       41

<PAGE>

unreimbursed LC Disbursements then due hereunder, ratably among the parties
entitled thereto in accordance with the amounts of principal and unreimbursed LC
Disbursements then due to such parties.

                  (c)      If any Lender shall, by exercising any right of
set-off or counterclaim or otherwise, obtain payment in respect of any principal
of or interest on any of its Revolving Loans or participations in LC
Disbursements or Swingline Loans that would result in such Lender receiving
payment of a greater proportion of the aggregate amount of its Revolving Loans
and participations in LC Disbursements and Swingline Loans and accrued interest
thereon than the proportion received by any other Lender, then the Lender
receiving such greater proportion shall purchase (for cash at face value)
participations in the Revolving Loans and participations in LC Disbursements and
Swingline Loans of other Lenders to the extent necessary so that the benefit of
all such payments shall be shared by the Lenders ratably in accordance with the
aggregate amount of principal of and accrued interest on their respective
Revolving Loans and participations in LC Disbursements and Swingline Loans;
provided, that (i) if any such participations are purchased and all or any
portion of the payment giving rise thereto is recovered, such participations
shall be rescinded and the purchase price restored to the extent of such
recovery, without interest, and (ii) the provisions of this paragraph shall not
be construed to apply to any payment made by the Borrower pursuant to and in
accordance with the express terms of this Agreement or any payment obtained by a
Lender as consideration for the assignment of or sale of a participation in any
of its Loans or participations in LC Disbursements or Swingline Loans to any
assignee or participant, other than to the Borrower or any Subsidiary or
Affiliate thereof (as to which the provisions of this paragraph shall apply).
The Borrower consents to the foregoing and agrees, to the extent it may
effectively do so under applicable law, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against the
Borrower rights of set-off and counterclaim with respect to such participation
as fully as if such Lender were a direct creditor of the Borrower in the amount
of such participation.

                  (d)      Unless the Administrative Agent shall have received
notice from the Borrower prior to the date on which any payment is due to the
Administrative Agent for the account of the Lenders or the Issuing Bank
hereunder that the Borrower will not make such payment, the Administrative Agent
may assume that the Borrower has made such payment on such date in accordance
herewith and may, in reliance upon such assumption, distribute to the Lenders or
the Issuing Bank, as the case may be, the amount or amounts due. In such event,
if the Borrower has not in fact made such payment, then each of the Lenders or
the Issuing Bank, as the case may be, severally agrees to repay to the
Administrative Agent forthwith on demand the amount so distributed to such
Lender or Issuing Bank with interest thereon, for each day from and including
the date such amount is distributed to it to but excluding the date of payment
to the Administrative Agent, at the greater of the Federal Funds Effective Rate
and a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation.

                  (e)      If any Lender shall fail to make any payment required
to be made by it pursuant to Section 2.5(b), 2.24(c) or (d), 2.8(b), 2.22(d) or
10.3(d), then the Administrative Agent may, in its discretion (notwithstanding
any contrary provision hereof), apply any amounts thereafter received by the
Administrative Agent for the account of such Lender to satisfy such Lender's
obligations under such Sections until all such unsatisfied obligations are fully
paid.

                                       42
<PAGE>

                  SECTION 2.23. MITIGATION OF OBLIGATIONS; REPLACEMENT OF
LENDERS.

                  (a)      If any Lender requests compensation under Section
2.19, or if the Borrower or any Designated Borrower is required to pay any
additional amount to any Lender or any Governmental Authority for the account of
any Lender pursuant to Section 2.21, then such Lender shall use reasonable
efforts to designate a different lending office for funding or booking its Loans
hereunder or to assign its rights and obligations hereunder to another of its
offices, branches or affiliates, if, in the sole judgment of such Lender, such
designation or assignment (i) would eliminate or reduce amounts payable under
Section 2.19 or Section 2.21, as the case may be, in the future and (ii) would
not subject such Lender to any unreimbursed cost or expense and would not
otherwise be disadvantageous to such Lender. The Borrower and any Designated
Borrower hereby agrees to pay all costs and expenses incurred by any Lender in
connection with such designation or assignment.

                  (b)      If any Lender requests compensation under Section
2.19, or if the Borrower is required to pay any additional amount to any Lender
or any Governmental Authority of the account of any Lender pursuant to Section
2.21, or any Lender is unable to make Eurocurrency Loans for the reasons set
forth in Section 2.18 or because it is unwilling to accept a proposed Designated
Borrower because it is unwilling or unable to obtain additional licenses or
franchises to enable it to make such requested Loan or if any Lender defaults in
its obligation to fund Loans hereunder, then the Borrower may, at its sole
expense and effort, upon notice to such Lender and the Administrative Agent,
require such Lender to assign and delegate, without recourse (in accordance with
and subject to the restrictions set forth in Section 10.4(b) all its interests,
rights and obligations under this Agreement (other than any outstanding
Competitive Bid Loans held by such Lender) to an assignee that shall assume such
obligations (which assignee may be another Lender); provided, that (i) the
Borrower shall have received the prior written consent of the Administrative
Agent, which consent shall not be unreasonably withheld, (ii) such Lender shall
have received payment of an amount equal to the outstanding principal amount of
all Loans (other than any outstanding Competitive Bid Loans) owed to it, accrued
interest thereon, accrued fees and all other amounts payable to it hereunder,
from the assignee (in the case of such outstanding principal and accrued
interest) and from the Borrower (in the case of all other amounts) and (iii) in
the case of a claim for compensation under Section 2.19 or payments required to
be made pursuant to Section 2.21, such assignment will result in a reduction in
such compensation or payments. A Lender shall not be required to make any such
assignment and delegation if , prior thereto, as a result of a waiver by such
Lender or otherwise, the circumstances entitling the Borrower to require such
assignment and delegation cease to apply.

                  SECTION 2.24. LETTERS OF CREDIT.

                  (a)      During the Availability Period, the Issuing Bank, in
reliance upon the agreements of the other Lenders pursuant to Section 2.24(d),
agrees to issue, at the request of the Borrower, Letters of Credit for the
account of the Borrower on the terms and conditions hereinafter set forth;
provided, that (i) each Letter of Credit shall be a standby letter of credit
which shall expire on the earlier of (A) the date one year after the date of
issuance of such Letter of Credit (or in the case of any renewal or extension
thereof, one year after such renewal or extension) and (B) the date that is five
(5) Business Days prior to the Commitment Termination Date; (ii) each Letter of
Credit

                                       43
<PAGE>

shall be in a stated amount of at least $500,000; and (iii) the Borrower may not
request any Letter of Credit, if, after giving effect to such issuance (A) the
aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate LC
Exposure, plus the aggregate outstanding Revolving Loans of all Lenders, plus
the outstanding Swingline Loans, plus the outstanding Competitive Bid Loans
would exceed the Aggregate Revolving Commitments. Upon the issuance of each
Letter of Credit each Lender shall be deemed to, and hereby irrevocably and
unconditionally agrees to, purchase from the Issuing Bank without recourse a
participation in such Letter of Credit equal to such Lender's Pro Rata Share of
the aggregate amount available to be drawn under such Letter of Credit. Each
issuance of a Letter of Credit shall be deemed to utilize the Revolving
Commitment of each Lender by an amount equal to the amount of such
participation.

                  (b)      To request the issuance of a Letter of Credit (or any
amendment, renewal or extension of an outstanding Letter of Credit), the
Borrower shall give the Issuing Bank and the Administrative Agent irrevocable
written notice at least three (3) Business Days prior to the requested date of
such issuance specifying the date (which shall be a Business Day) such Letter of
Credit is to be issued (or amended, extended or renewed, as the case may be),
the expiration date of such Letter of Credit, the amount of such Letter of
Credit, the name and address of the beneficiary thereof and such other
information as shall be necessary to prepare, amend, renew or extend such Letter
of Credit. In addition to the satisfaction of the conditions in Article III, the
issuance of such Letter of Credit (or any amendment which increases the amount
of such Letter of Credit) will be subject to the further conditions that such
Letter of Credit shall be in such form and contain such terms as the Issuing
Bank shall approve and that the Borrower shall have executed and delivered any
additional applications, agreements and instruments relating to such Letter of
Credit as the Issuing Bank shall reasonably require; provided, that in the event
of any conflict between such applications, agreements or instruments and this
Agreement, the terms of this Agreement shall control.

                  (c)      At least two Business Days prior to the issuance of
any Letter of Credit, the Issuing Bank will confirm with the Administrative
Agent (by telephone or in writing) that the Administrative Agent has received
such notice and if not, the Issuing Bank will provide the Administrative Agent
with a copy thereof. Unless the Issuing Bank has received notice from the
Administrative Agent on or before the Business Day immediately preceding the
date the Issuing Bank is to issue the requested Letter of Credit (1) directing
the Issuing Bank not to issue the Letter of Credit because such issuance is not
then permitted hereunder because of the limitations set forth in Section 2.24(a)
or that one or more conditions specified in Article III are not then satisfied,
then, subject to the terms and conditions hereof, the Issuing Bank shall, on the
requested date, issue such Letter of Credit in accordance with the Issuing
Bank's usual and customary business practices.

                  (d)      The Issuing Bank shall examine all documents
purporting to represent a demand for payment under a Letter of Credit promptly
following its receipt thereof. The Issuing Bank shall notify the Borrower and
the Administrative Agent of such demand for payment and whether the Issuing Bank
has made or will make a LC Disbursement thereunder; provided, that any failure
to give or delay in giving such notice shall not relieve the Borrower of its
obligation to reimburse the Issuing Bank and the Lenders with respect to such LC
Disbursement. The Borrower shall be irrevocably and unconditionally obligated to
reimburse the Issuing Bank for any LC Disbursements paid by the Issuing Bank in
respect of such drawing, without presentment, demand or

                                       44
<PAGE>

other formalities of any kind. Unless the Borrower shall have notified the
Issuing Bank and the Administrative Agent prior to 11:00 a.m. on the Business
Day immediately prior to the date on which such drawing is honored that the
Borrower intends to reimburse the Issuing Bank for the amount of such drawing in
funds other than from the proceeds of Revolving Loans, the Borrower shall be
deemed to have timely given a Notice of Revolving Borrowing to the
Administrative Agent requesting the Lenders to make a Base Rate Borrowing on the
date on which such drawing is honored in an exact amount due to the Issuing
Bank; provided, that for purposes solely of such Borrowing, the conditions
precedents set forth in Section 3.2 hereof shall not be applicable. The
Administrative Agent shall notify the Lenders of such Borrowing in accordance
with Section 2.3, and each Lender shall make the proceeds of its Base Rate Loan
included in such Borrowing available to the Administrative Agent for the account
of the Issuing Bank in accordance with Section 2.8. The proceeds of such
Borrowing shall be applied directly by the Administrative Agent to reimburse the
Issuing Bank for such LC Disbursement.

                  (e)      If for any reason a Base Rate Borrowing may not be
(as determined in the sole discretion of the Administrative Agent), or is not,
made in accordance with the foregoing provisions, then each Lender (other than
the Issuing Bank) shall be obligated to fund the participation that such Lender
purchased pursuant to subsection (a) in an amount equal to its Pro Rata Share of
such LC Disbursement on and as of the date which such Base Rate Borrowing should
have occurred. Each Lender's obligation to fund its participation shall be
absolute and unconditional and shall not be affected by any circumstance,
including without limitation (i) any setoff, counterclaim, recoupment, defense
or other right that such Lender or any other Person may have against the Issuing
Bank or any other Person for any reason whatsoever, (ii) the existence of a
Default or an Event of Default or the termination of the Aggregate Revolving
Commitments, (iii) any adverse change in the condition (financial or otherwise)
of the Borrower or any of its Subsidiaries, (iv) any breach of this Agreement by
the Borrower or any other Lender, (v) any amendment, renewal or extension of any
Letter of Credit or (vi) any other circumstance, happening or event whatsoever,
whether or not similar to any of the foregoing. On the date that such
participation is required to be funded, each Lender shall promptly transfer, in
immediately available funds, the amount of its participation to the
Administrative Agent for the account of the Issuing Bank. Whenever, at any time
after the Issuing Bank has received from any such Lender the funds for its
participation in a LC Disbursement, the Issuing Bank (or the Administrative
Agent on its behalf) receives any payment on account thereof, the Administrative
Agent or the Issuing Bank, as the case may be, will distribute to such Lender
its Pro Rata Share of such payment; provided, that if such payment is required
to be returned for any reason to the Borrower or to a trustee, receiver,
liquidator, custodian or similar official in any bankruptcy proceeding, such
Lender will return to the Administrative Agent or the Issuing Bank any portion
thereof previously distributed by the Administrative Agent or the Issuing Bank
to it.

                  (f)      To the extent that any Lender shall fail to pay any
amount required to be paid pursuant to paragraph (d) of this Section 2.24 on the
due date therefor, such Lender shall pay interest to the Issuing Bank (through
the Administrative Agent) on such amount from such due date to the date such
payment is made at a rate per annum equal to the Federal Funds Rate; provided,
that if such Lender shall fail to make such payment to the Issuing Bank within
three (3) Business Days of such due date, then, retroactively to the due date,
such Lender shall be obligated to pay interest on such amount at the Default
Rate.

                                       45
<PAGE>

                  (g)      If any Event of Default shall occur and be
continuing, on the Business Day that the Borrower receives notice from the
Administrative Agent or the Required Lenders demanding the deposit of cash
collateral pursuant to this paragraph, the Borrower shall deposit in an account
with the Administrative Agent, in the name of the Administrative Agent and for
the benefit of the Lenders, an amount in cash equal to the LC Exposure as of
such date plus any accrued and unpaid interest thereon; provided, that the
obligation to deposit such cash collateral shall become effective immediately,
and such deposit shall become immediately due and payable, without demand or
notice of any kind, upon the occurrence of any Event of Default with respect to
the Borrower described in clause (g) or (h) of Section 8.1. Such deposit shall
be held by the Administrative Agent as collateral in an interest bearing account
(which account shall be chosen in the sole discretion of the Administrative
Agent and at the Borrower's risk and expense) for the payment and performance of
the obligations of the Borrower under this Agreement. The Administrative Agent
shall have exclusive dominion and control, including the exclusive right of
withdrawal, over such account. Interest and profits on such investments shall
accumulate in such account. Moneys in such account shall be applied by the
Administrative Agent to reimburse the Issuing Bank for LC Disbursements for
which it had not been reimbursed and to the extent not so applied, shall be held
for the satisfaction of the reimbursement obligations of the Borrower for the LC
Exposure at such time or, if the maturity of the Loans has been accelerated,
with the consent of the Required Lenders, be applied to satisfy other
obligations of the Borrower under this Agreement. If the Borrower is required to
provide an amount of cash collateral hereunder as a result of the occurrence of
an Event of Default, such amount (to the extent not so applied as aforesaid)
shall be returned to the Borrower within three (3) Business Days after all
Events of Default have been cured or waived.

                  (h)      Promptly following the end of each fiscal quarter,
the Issuing Bank shall deliver (through the Administrative Agent) to each Lender
and the Borrower a report describing the aggregate Letters of Credit outstanding
at the end of such fiscal quarter. Upon the request of any Lender from time to
time, the Issuing Bank shall deliver to such Lender any other information
reasonably requested by such Lender with respect to each Letter of Credit then
outstanding.

                  (i)      The Borrower's obligation to reimburse LC
Disbursements hereunder shall be absolute, unconditional and irrevocable and
shall be performed strictly in accordance with the terms of this Agreement under
all circumstances whatsoever and irrespective of any of the following
circumstances:

                           (i)      Any lack of validity or enforceability of
         any Letter of Credit or this Agreement;

                           (ii)     The existence of any claim, set-off, defense
         or other right which the Borrower or any Subsidiary or Affiliate of the
         Borrower may have at any time against a beneficiary or any transferee
         of any Letter of Credit (or any Persons or entities for whom any such
         beneficiary or transferee may be acting), any Lender (including the
         Issuing Bank) or any other Person, whether in connection with this
         Agreement or the Letter of Credit or any document related hereto or
         thereto or any unrelated transaction;

                                       46
<PAGE>

                           (iii)    Any draft or other document presented under
         a Letter of Credit proving to be forged, fraudulent or invalid in any
         respect or any statement therein being untrue or inaccurate in any
         respect;

                           (iv)     Payment by the Issuing Bank under a Letter
         of Credit against presentation of a draft or other document to the
         Issuing Bank that does not comply with the terms of such Letter of
         Credit;

                           (v)      Any other event or circumstance whatsoever,
         whether or not similar to any of the foregoing, that might, but for the
         provisions of this Section, constitute a legal or equitable discharge
         of, or provide a right of setoff against, the Borrower's obligations
         hereunder; or

                           (vi)     The existence of a Default or an Event of
         Default.

Neither the Administrative Agent, the Issuing Bank, the Lenders nor any Related
Party of any of the foregoing shall have any liability or responsibility by
reason of or in connection with the issuance or transfer of any Letter of Credit
or any payment or failure to make any payment thereunder (irrespective of any of
the circumstances referred to above), or any error, omission, interruption, loss
or delay in transmission or delivery of any draft, notice or other communication
under or relating to any Letter of Credit (including any document required to
make a drawing thereunder), any error in interpretation of technical terms or
any consequence arising from causes beyond the control of the Issuing Bank;
provided, that nothing in this Agreement, any Letter of Credit or any other Loan
Document shall be construed to excuse the Issuing Bank from liability to the
Borrower to the extent of any direct damages (as opposed to consequential
damages, claims in respect of which are hereby waived by the Borrower to the
extent permitted by applicable law) suffered by the Borrower that are caused by
the Issuing Bank's failure to exercise care when determining whether drafts or
other documents presented under a Letter of Credit comply with the terms
thereof. The parties hereto expressly agree, that in the absence of gross
negligence or willful misconduct on the part of the Issuing Bank (as finally
determined by a court of competent jurisdiction), the Issuing Bank shall be
deemed to have exercised care in each such determination. In furtherance of the
foregoing and without limiting the generality thereof, the parties agree that,
with respect to documents presented that appear on their face to be in
substantial compliance with the terms of a Letter of Credit, the Issuing Bank
may, in its sole discretion, either accept and make payment upon such documents
without responsibility for further investigation, regardless of any notice or
information to the contrary, or refuse to accept and make payment upon such
documents if such documents are not in strict compliance with the terms of such
Letter of Credit.

Unless otherwise expressly agreed by the Issuing Bank and the Borrower when a
Letter of Credit is issued and subject to applicable laws, performance under
Letters of Credit by the Issuing Bank, its correspondents, and the beneficiaries
thereof will be governed by the rules of the "International Standby Practices
1998" (ISP98) (or such later revision as may be published by the Institute of
International Banking Law & Practice on any date any Letter of Credit may be
issued) and to the extent not inconsistent therewith, the governing law of this
Agreement set forth in Section 10.5.

                                       47
<PAGE>

                  SECTION 2.25 ADDITION AND RELEASE OF DESIGNATED BORROWERS. Any
of the Borrower's Wholly-Owned Subsidiaries, which are Consolidated Subsidiaries
and otherwise reasonably acceptable to the Administrative Agent and their
respective successors and permitted assigns (whether existing on the Funding
Date or acquired or created thereafter) (individually, a "Designated Borrower"
and collectively, the "Designated Borrowers") may elect to become a Designated
Borrower hereunder at any time after delivering ten (10) Business Days' prior
written notice thereof to the Administrative Agent and the Lenders and by
executing and delivering to the Administrative Agent (which is accepted by the
Administrative Agent) for delivery to each of the Lenders (i) an original
Designated Borrower Acknowledgment and Agreement in the form of Exhibit G,
thereby becoming a party to this Agreement, (ii) the other items described in
such Acknowledgment and Agreement, including, without limitation, the Notes
described therein and (iii) an opinion letter of counsel acceptable to the
Administrative Agent dated as of the date of such Acknowledgment and Agreement
which cover substantially the opinions set forth in the forms of opinion
attached as Exhibit F-1 and Exhibit F-2 and covering such additional matters
relating to the transactions contemplated hereby as the Administrative Agent or
any Lender may reasonably request, including, without limitation, with respect
to Borrowers located in jurisdictions outside of the State of Georgia, opinions
regarding the Designated Borrowers comparable to those delivered on the Funding
Date and confirming that the provisions of Section 10.5 are enforceable against
such Designated Borrower under the laws applicable to such jurisdiction. Any
Designated Borrower may elect to be released as a Designated Borrower hereunder
at any time upon (i) payment in full of all Loans outstanding to such Borrower
in immediately available funds (including any amounts owed in connection
therewith under Sections 2.19, 2.20 and 2.21 and (ii) execution and delivery by
such Designated Borrower to the Administrative Agent of an original Designated
Borrower Notice of Withdrawal in the form of Exhibit H. Borrower hereby
acknowledges that, among other things, the Administrative Agent may refuse to
approve any proposed Designated Borrower if the proposed Designated Borrower is
incorporated in a foreign jurisdiction and as a result thereof the making of any
Loan to such Designated Borrower would require the Administrative Agent or any
Lender to obtain additional licenses or franchises which such Person does not
possess at the time of the requested Loan.

                  SECTION 2.26. INCREASE IN COMMITMENTS.

                  At any time during the period immediately following the
Funding Date to (but excluding) the Commitment Termination Date, the Borrower
shall have the right from time to time to notify the Administrative Agent of the
Borrower's intention to increase the aggregate amount of the Revolving
Commitments to an amount up to, but not exceeding, $300,000,000 by providing
written notice to the Administrative Agent at least 30 days prior to the
proposed effective date of such increase, which notice shall be irrevocable once
given. Each increase in the aggregate amount of the Revolving Commitments
effectuated hereby shall be in a minimum amount equal to the lesser of (i)
$25,000,000 or (ii) $300,000,000 minus the aggregate amount of Revolving
Commitments existing immediately prior to the time of the proposed increase. The
Administrative Agent shall promptly notify each Lender of any such intended
increase. No Lender shall be obligated in any way whatsoever to increase its
Revolving Commitment. If a new Lender becomes a party to this Agreement, or if
any existing Lender agrees to increase its Revolving Commitment, such Lender
shall on the date it becomes a Lender hereunder (or in the case of an existing
Lender, increases its

                                       48
<PAGE>

Revolving Commitment) (and as a condition thereto) purchase from the other
Lenders its Pro Rata Share (determined with respect to the Lenders' relative
Revolving Commitments and after giving effect to the increase of Revolving
Commitments) of any outstanding Revolving Loans, by making available to the
Administrative Agent for the account of such other Lenders, in same day funds,
an amount equal to the sum of (A) the portion of the outstanding principal
amount of such Revolving Loans to be purchased by such Lender plus (B) interest
accrued and unpaid to and as of such date on such portion of the outstanding
principal amount of such Revolving Loans. The Borrower shall pay to the Lenders
amounts payable, if any, to such Lenders under Section 2.20 as a result of the
prepayment of any such Revolving Loans. An increase of the aggregate amount of
the Revolving Commitments may not be effected under this Section if (x) a
Default or Event of Default shall be in existence on the effective date of such
increase (provided, however, that if any Default subsequently ceases to exist,
the increase will be effected 10 days after such Default ceases to exist) or (y)
any representation or warranty made or deemed made by the Borrower in any Loan
Document to which the Borrower is a party is not (or would not be) true or
correct on the effective date of such increase except to the extent that such
representations and warranties expressly relate solely to an earlier date (in
which case such representations and warranties shall have been true and accurate
on and as of such earlier date) and except for changes in factual circumstances
specifically and expressly permitted hereunder. In connection with an increase
in the aggregate amount of the Revolving Commitments pursuant to this Section
2.26 (a) any Lender becoming a party hereto shall execute such documents and
agreements as the Administrative Agent may reasonably request and (b) the
Borrower shall make appropriate arrangements so that each new Lender, and any
existing Lender increasing its Commitment, receives a new or replacement Note,
as appropriate, in the amount of such Lender's Revolving Commitment at the time
of the effectiveness of the increase in the aggregate amount of Revolving
Commitments.

                  The Borrower understands that this Section has been included
in this Agreement for the Borrower's convenience to facilitate an increase in
the Revolving Commitments and acknowledges that none of the Lenders (nor the
Administrative Agent) has promised (either expressly or impliedly), nor has any
obligation or commitment whatsoever, to increase the Revolving Commitments at
any time.

                                   ARTICLE III

               CONDITIONS PRECEDENT TO LOANS AND LETTERS OF CREDIT

                  SECTION 3.1. CONDITIONS TO EFFECTIVENESS. The obligations of
the Lenders (including the Swingline Lender) to make Loans and the obligation of
the Issuing Bank to issue any Letter of Credit hereunder shall not become
effective until the date on which each of the following conditions is satisfied
(or waived in accordance with Section 10.2).

                  (a)      On the Funding Date, the Administrative Agent shall
have received all fees and other amounts due and payable (other than those
previously paid on or prior to the Execution Date), including reimbursement or
payment of all out-of-pocket expenses (including reasonable fees,

                                       49
<PAGE>

charges and disbursements of counsel to the Administrative Agent) required to be
reimbursed or paid by the Borrower hereunder, under any other Loan Document and
under any agreement with the Administrative Agent or SunTrust Capital Markets,
Inc., as Arranger.

                  (b)      The Administrative Agent (or its counsel) shall have
received the following:

                           (i)      on or prior to the Execution Date, a
         counterpart of this Agreement signed by or on behalf of each party
         thereto or written evidence satisfactory to the Administrative Agent
         (which may include telecopy transmission of a signed signature page of
         this Agreement) that such party has signed a counterpart of this
         Agreement;

                           (ii)     on or prior to the Funding Date, duly
         executed Notes payable to such Lender;

                           (iii)    on or prior to the Execution Date, a
         certificate of the Secretary or Assistant Secretary of the Borrower,
         attaching and certifying copies of its bylaws and of the resolutions of
         its boards of directors, authorizing the execution, delivery and
         performance of the Loan Documents to which it is a party and certifying
         the name, title and true signature of each officer of the Borrower
         executing the Loan Documents to which it is a party;

                           (iv)     on or prior to the Execution Date, certified
         copies of the articles of incorporation or other charter documents of
         the Borrower, together with certificates of good standing or existence,
         as may be available from the Secretary of State of the jurisdiction of
         incorporation of the Borrower and the jurisdiction where the Borrower
         has its principal place of business;

                           (v)      on or prior to the Execution Date, a
         favorable written opinion of Nelson, Mullins, Riley & Scarborough,
         L.L.P., counsel to the Borrower, addressed to the Administrative Agent
         and each of the Lenders, substantially in the form attached hereto as
         Exhibit F-1 hereof, and a favorable written opinion of the general
         counsel of the Borrower addressed to the Administrative Agent and each
         of the Lenders, substantially in the form attached hereto as Exhibit
         F-2;

                           (vi)     on or prior to the Execution Date, a
         termination letter in form and substance satisfactory to the
         Administrative Agent evidencing, among other things, that the existing
         Amended and Restated Revolving Credit Agreement dated as of July 6,
         2001 will terminate upon the payment in full of all outstanding
         obligations thereunder (other than contingent obligations which
         expressly survive termination of such agreement) and the satisfaction
         of all other conditions to the Funding Date set forth herein;

                           (vii)    on the Funding Date, a certificate, dated
         the Funding Date and signed by a Responsible Officer of the Borrower,
         confirming, among other things, compliance with the conditions of
         Section 3.1 and compliance with the conditions set forth in paragraphs
         (a), (b) and (c) of Section 3.2;

                                       50
<PAGE>

                           (viii)   on or prior to the Funding Date, duly
         executed Notices of Borrowing, if applicable;

                           (ix)     on or prior to the Funding Date, delivery of
         certified copies of all consents, approvals, authorizations,
         registrations, or filings required to be made or obtained by the
         Borrower in connection with the Loan Documents, and the other
         transactions contemplated herein;

                           (x)      on or prior to the Funding Date, delivery of
         a certified copy of the Indenture and evidence satisfactory to the
         Administrative Agent that at least $200,000,000 in gross amount of
         Indebtedness has been (or is contemporaneously being) issued by
         Borrower pursuant to such Indenture, the net proceeds of which have
         been (or are contemporaneously being) delivered to Borrower; and

                           (xi)     Administrative Agent shall have received
         such other documents, certificates or information with respect to the
         Borrower as it or the Required Lenders may reasonably request.

                  (c)      No actions, suits or other legal proceedings shall be
pending or, to the knowledge of the Borrower, threatened, against or affecting
the Borrower or any of its Consolidated Subsidiaries (i) which singly, or in the
aggregate, could be reasonably expected to have a Material Adverse Effect or
(ii) which seek to enjoin or restrain the consummation of the Loan Documents or
the Indenture.

                  (d)      Since December 31, 2002, there shall have occurred no
events, acts, conditions or occurrences of whatever nature, singly or in the
aggregate, that have had, or are reasonably expected to have, a Material Adverse
Effect.

                  (e)      The Borrower shall have a Senior Debt Rating of at
least Baa2 issued by Moody's.

                  SECTION 3.2. EACH CREDIT EVENT. The obligation of each Lender
to make a Loan on the occasion of any Borrowing and of the Issuing Bank to
issue, amend, renew or extend any Letter of Credit is subject to the
satisfaction of the following conditions:

                  (a)      at the time of and immediately after giving effect to
such Borrowing or the issuance, amendment, renewal or extension of such Letter
of Credit, as applicable, no Default or Event of Default shall exist; and

                  (b)      all representations and warranties of the Borrower
set forth in the Loan Documents shall be true and correct in all material
respects on and as of the date of such Borrowing or the date of issuance,
amendment, extension or renewal of such Letter of Credit, in each case before
and after giving effect thereto (except for such representations and warranties
that expressly relate to a prior date, in which case such representations and
warranties shall be true and correct in all material respects on and as of such
earlier date); and

                                       51
<PAGE>

                  (c)      since the date of the most recent financial
statements of the Borrower described in Section 5.1(a), there shall have been no
change which has had or could reasonably be expected to have a Material Adverse
Effect.

                  Each Borrowing and each issuance, amendment, extension or
renewal of any Letter of Credit shall be deemed to constitute a representation
and warranty by the Borrower on the date thereof as to the matters specified in
paragraphs (a), (b) and (c) of this Section 3.2.

                  SECTION 3.3. DELIVERY OF DOCUMENTS. All of the Loan Documents,
certificates, legal opinions and other documents and papers referred to in this
Article III, unless otherwise specified, shall be delivered to the
Administrative Agent for the account of each of the Lenders and, except for the
Notes, in sufficient counterparts or copies for each of the Lenders and shall be
in form and substance satisfactory in all respects to the Administrative Agent.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

                  The Borrower represents and warrants to the Administrative
Agent and each Lender as follows:

                  SECTION 4.1. EXISTENCE; POWER. The Borrower and each of its
Consolidated Subsidiaries (i) is duly organized, validly existing and in good
standing as a corporation, limited liability company or limited partnership, as
the case may be, under the laws of the jurisdiction of its organization, (ii)
has all requisite power and authority to carry on its business as now conducted,
and (iii) is duly qualified to do business, and is in good standing, in each
jurisdiction where such qualification is required, except where a failure to be
so qualified could not reasonably be expected to result in a Material Adverse
Effect.

                  SECTION 4.2. ORGANIZATIONAL POWER; AUTHORIZATION. The
execution, delivery and performance by the Borrower of the Loan Documents to
which it is a party are within the Borrower's organizational powers and have
been duly authorized by all necessary organizational, and if required,
stockholder, action. This Agreement has been duly executed and delivered by the
Borrower, and constitutes, and each other Loan Document to which the Borrower is
a party, when executed and delivered by the Borrower, will constitute, valid and
binding obligations of the Borrower, enforceable against it in accordance with
their respective terms, except as may be limited by applicable bankruptcy,
insolvency, reorganization, fraudulent conveyance, moratorium, or similar laws
affecting the enforcement of creditors' rights generally and by general
principles of equity.

                  SECTION 4.3. GOVERNMENTAL APPROVALS; NO CONFLICTS. The
execution, delivery and performance by the Borrower of this Agreement and the
other Loan Documents to which it is a party (a) do not require any consent or
approval of, registration or filing with, or any action by, any Governmental
Authority, except those as have been obtained or made and are in full force and
effect or where the failure to do so, individually or in the aggregate, could
not reasonably be expected to

                                       52
<PAGE>

have a Material Adverse Effect, (b) will not violate any applicable law or
regulation or any order of any Governmental Authority which could reasonably be
expected to have a Material Adverse Effect, (c) will not violate the charter,
by-laws or other organizational documents of the Borrower or any of its
Consolidated Subsidiaries, (d) will not violate or result in a default under any
indenture, material agreement or other material instrument binding on the
Borrower or any of its Consolidated Subsidiaries or any of its assets or give
rise to a right thereunder to require any payment to be made by the Borrower or
any of its Consolidated Subsidiaries and (e) will not result in the creation or
imposition of any Lien on any asset of the Borrower or any of its Consolidated
Subsidiaries, except Liens (if any) created under the Loan Documents.

                  SECTION 4.4. FINANCIAL STATEMENTS. The Borrower has furnished
to each Lender (i) the audited combined balance sheet of the Borrower and its
Consolidated Subsidiaries as of December 31, 2002 and the related combined
statements of income, changes in shareholders' equity and cash flows for the
fiscal year then ended prepared by Ernst & Young LLP and (ii) the unaudited
combined balance sheet of the Borrower and its Consolidated Subsidiaries as at
June 30, 2003, and the related unaudited combined statements of income and cash
flows for the fiscal quarter and year-to-date period then ending, certified by a
Responsible Officer. Such financial statements fairly present in all material
respects the combined financial condition of the Borrower and its Consolidated
Subsidiaries as of such dates and the combined results of operations for such
periods in conformity with GAAP consistently applied, subject to year end audit
adjustments and the absence of footnotes in the case of the statements referred
to in clause (ii). Since December 31, 2002, there have been no changes with
respect to the Borrower and its Subsidiaries which have had or could reasonably
be expected to have, singly or in the aggregate, a Material Adverse Effect.

                  SECTION 4.5. LITIGATION AND ENVIRONMENTAL MATTERS.

                  (a)      No litigation, investigation or proceeding of or
before any arbitrators or Governmental Authorities is pending against or, to the
knowledge of the Borrower, threatened against or affecting the Borrower or any
of its Consolidated Subsidiaries (i) as to which there is a reasonable
possibility of an adverse determination that could reasonably be expected to
have, either individually or in the aggregate, a Material Adverse Effect or (ii)
which in any manner challenges the validity or enforceability of this Agreement
or any other Loan Document.

                  (b)      Except for the matters set forth on Schedule 4.5 and
except for matters which could not reasonably be expected to have a Material
Adverse Effect, neither the Borrower nor any of its Consolidated Subsidiaries
(i) has failed to comply with any Environmental Law or to obtain, maintain or
comply with any permit, license or other approval required under any
Environmental Law, (ii) has become subject to any Environmental Liability, (iii)
has received notice of any claim with respect to any Environmental Liability or
(iv) knows of any basis for any Environmental Liability in each case.

                  SECTION 4.6. COMPLIANCE WITH LAWS AND AGREEMENTS. Except where
non-compliance, either singly or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect, the Borrower and each
Consolidated Subsidiary is in compliance with (a) all

                                       53
<PAGE>

applicable laws, rules, regulations and orders of any Governmental Authority,
and (b) all indentures, agreements or other instruments binding upon it or its
properties,.

                  SECTION 4.7. INVESTMENT COMPANY ACT, ETC. Neither the Borrower
nor any of its Consolidated Subsidiaries is (a) an "investment company", as
defined in, or subject to regulation under, the Investment Company Act of 1940,
as amended, (b) a "holding company" as defined in, or subject to regulation
under, the Public Utility Holding Company Act of 1935, as amended or (c)
otherwise subject to any other regulatory scheme limiting its ability to incur
debt.

                  SECTION 4.8. TAXES. The Borrower and its Consolidated
Subsidiaries have timely filed or caused to be filed all Federal income tax
returns and all other material tax returns that are required to be filed by
them, and have paid all taxes shown to be due and payable on such returns or on
any assessments made against it or its property and all other taxes, fees or
other charges imposed on it or any of its property by any Governmental
Authority, except (i) to the extent the failure to do so would not have a
Material Adverse Effect or (ii) where the same are currently being contested in
good faith by appropriate proceedings and for which the Borrower or such
Consolidated Subsidiary, as the case may be, has set aside on its books adequate
reserves.

                  SECTION 4.9. MARGIN REGULATIONS. None of the proceeds of any
of the Loans or Letters of Credit will be used for "purchasing" or "carrying"
any "margin stock" with the respective meanings of each of such terms under
Regulation U as now and from time to time hereafter in effect or for any purpose
that violates the provisions of the applicable Margin Regulations.

                  SECTION 4.10. ERISA. No ERISA Event has occurred or is
reasonably expected to occur that, when taken together with all other such ERISA
Events for which liability is reasonably expected to occur, could reasonably be
expected to result in a Material Adverse Effect. The present value of all
accumulated benefit obligations under each Plan (based on the assumptions used
for purposes of Statement of Financial Standards No. 87) did not, as of the date
of the most recent financial statements reflecting such amounts, exceed by more
than $5,000,000 the fair market value of the assets of such Plan, and the
present value of all accumulated benefit obligations of all underfunded Plans
(based on the assumptions used for purposes of Statement of Financial Standards
No. 87) did not, as of the date of the most recent financial statements
reflecting such amounts, exceed by more than $5,000,000 the fair market value of
the assets of all such underfunded Plans.

                  SECTION 4.11. OWNERSHIP OF PROPERTY.

                  (a)      Each of the Borrower and its Consolidated
Subsidiaries has good title to, or valid leasehold interests in, all of its real
and personal property material to the operation of its business, except for any
such failure that, individually or in the aggregate, would not have a Material
Adverse Effect.

                  (b)      Each of the Borrower and its Consolidated
Subsidiaries owns, or is licensed, or otherwise has the right, to use, all
patents, trademarks, service marks, tradenames, copyrights and other
intellectual property material to its business, and the use thereof by the
Borrower and its

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Consolidated Subsidiaries does not infringe on the rights of any other Person,
except for any such infringements that, individually or in the aggregate, would
not have a Material Adverse Effect.

                  SECTION 4.12. DISCLOSURE. The Borrower has disclosed to the
Lenders all agreements, instruments, and corporate or other restrictions to
which the Borrower or any of its Consolidated Subsidiaries is subject, and all
other matters known to any of them, that, individually or in the aggregate,
could reasonably be expected to result in a Material Adverse Effect. No reports
(including without limitation all reports that the Borrower is required to file
with the Securities and Exchange Commission), financial statements, certificates
or other information furnished by or on behalf of the Borrower to the
Administrative Agent or any Lender in connection with the negotiation or
syndication of this Agreement or any other Loan Document or delivered hereunder
or thereunder (as modified or supplemented by any other information so
furnished) contain any material misstatement of fact or omits to state any
material fact necessary to make the statements therein, taken as a whole, in
light of the circumstances under which they were made, not misleading.

                  SECTION 4.13. LABOR RELATIONS. There are no strikes, lockouts
or other material labor disputes or grievances against the Borrower or any of
its Consolidated Subsidiaries, or, to the Borrower's knowledge, threatened
against or affecting the Borrower or any of its Consolidated Subsidiaries, and
no significant unfair labor practice, charges or grievances are pending against
the Borrower or any of its Consolidated Subsidiaries, or to the Borrower's
knowledge, threatened against any of them before any Governmental Authority that
could reasonably be expected to have a Material Adverse Effect.

                  SECTION 4.14. SUBSIDIARIES. As of the Funding Date, Schedule
4.14 sets forth the name of, the ownership interest of the Borrower in, the
jurisdiction of incorporation of, and the type of, each Subsidiary.

                  SECTION 4.15. INDEBTEDNESS AT FUNDING DATE. As of the Funding
Date, the Borrower and its Consolidated Subsidiaries have no Indebtedness except
as set forth on Schedule 4.15.

                  SECTION 4.16. INVESTMENTS. As of July 31, 2003, the Borrower
and its Consolidated Subsidiaries have no Investments which individually exceed
$1,000,000 or in the aggregate exceed $10,000,000, except as set forth on
Schedule 4.16.

                                    ARTICLE V

                              AFFIRMATIVE COVENANTS

                  The Borrower covenants and agrees that, from and after the
Funding Date, so long as any Lender has a Commitment hereunder or the principal
of and interest on any Loan or any fee or any LC Disbursement remains unpaid or
any Letter of Credit remains outstanding:

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<PAGE>

                  SECTION 5.1. FINANCIAL STATEMENTS AND OTHER INFORMATION. The
Borrower will deliver to the Administrative Agent (who, in turn, shall promptly
deliver to the Lenders):

                  (a)      as soon as available and in any event within 90 days
after the end of each fiscal year of Borrower, a copy of the annual audited
report for such fiscal year for the Borrower and its Subsidiaries, containing a
consolidated balance sheet of the Borrower and its Subsidiaries as of the end of
such fiscal year and the related consolidated statements of income,
stockholders' equity and cash flows (together with all footnotes thereto) of the
Borrower and its Subsidiaries for such fiscal year, setting forth in each case
in comparative form the figures for the previous fiscal year, all in reasonable
detail and reported on by Ernst & Young LLP or other independent public
accountants of nationally recognized standing (without a "going concern" or like
qualification, exception or explanation and without any qualification or
exception as to scope of such audit) to the effect that such financial
statements present fairly in all material respects the financial condition and
the results of operations of the Borrower and its Subsidiaries for such fiscal
year on a consolidated basis in accordance with GAAP and that the examination by
such accountants in connection with such consolidated financial statements has
been made in accordance with generally accepted auditing standards;

                  (b)      as soon as available and in any event within 45 days
after the end of each of the first three fiscal quarters of each fiscal year of
the Borrower, an unaudited consolidated balance sheet of the Borrower and its
Subsidiaries as of the end of such fiscal quarter and the related unaudited
consolidated statements of income and cash flows of the Borrower and its
Subsidiaries for such fiscal quarter and the then elapsed portion of such fiscal
year, setting forth in each case in comparative form the figures for the
corresponding quarter and the corresponding portion of Borrower's previous
fiscal year, all certified by the chief financial officer or treasurer of the
Borrower as presenting fairly in all material respects the financial condition
and results of operations of the Borrower and its Subsidiaries on a consolidated
basis in accordance with GAAP, subject to normal year-end audit adjustments and
the absence of footnotes;

                  (c)      concurrently with the delivery of the financial
statements referred to in clauses (a) and (b) above, a certificate of a
Responsible Officer, (i) certifying as to whether there exists a Default or
Event of Default on the date of such certificate, and if a Default or an Event
of Default then exists, specifying the details thereof and the action which the
Borrower has taken or proposes to take with respect thereto, (ii) setting forth
in reasonable detail calculations demonstrating compliance with Article VI and
(iii) stating whether any change in GAAP or the application thereof has occurred
since the date of the Borrower's audited financial statements referred to in
Section 4.4 and, if any change has occurred, specifying the effect of such
change on the financial statements accompanying such certificate;

                  (d)      concurrently with the delivery of the financial
statements referred to in clause (a) above, a certificate of the accounting firm
that reported on such financial statements stating whether they obtained any
knowledge during the course of their examination of such financial statements of
any Default or Event of Default (which certificate may be limited to the extent
required by accounting rules or guidelines);

                                       56
<PAGE>

                  (e)      promptly after the same become publicly available,
copies of all periodic and other reports, proxy statements and other materials
filed with the Securities and Exchange Commission, or any Governmental Authority
succeeding to any or all functions of said Commission, or with any national
securities exchange, or distributed by the Borrower to its shareholders
generally, as the case may be; and

                  (f)      promptly following any request therefor, such other
information regarding the results of operations, business affairs and financial
condition of the Borrower or any Subsidiary as the Administrative Agent or any
Lender may reasonably request.

                  SECTION 5.2 NOTICES OF MATERIAL EVENTS. The Borrower will
furnish to the Administrative Agent and each Lender prompt written notice of the
following:

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

                  (b)      the filing or commencement of any action, suit or
proceeding by or before any arbitrator or Governmental Authority against or, to
the knowledge of the Borrower, affecting the Borrower or any Subsidiary which,
if adversely determined, could reasonably be expected to result in a Material
Adverse Effect;

                  (c)      the occurrence of any event or any other development
(which individually or in the aggregate, could reasonably be expected to result
in a Material Adverse Effect) by which the Borrower or any of its Consolidated
Subsidiaries (i) fails to comply with any Environmental Law or to obtain,
maintain or comply with any permit, license or other approval required under any
Environmental Law, (ii) becomes subject to any Environmental Liability, (iii)
receives notice of any claim with respect to any Environmental Liability, or
(iv) becomes aware of any basis for any Environmental Liability;

                  (d)      the occurrence of any ERISA Event that alone, or
together with any other ERISA Events that have occurred, could reasonably be
expected to result in liability of the Borrower and its Consolidated
Subsidiaries in an aggregate amount exceeding $5,000,000;

                  (e)      the occurrence of any Event of Default (as such term
is defined in the Indenture) under or pursuant to the Indenture;

                  (f)      the downgrading of the Senior Debt Rating by either
of the Rating Agencies; and

                  (g)      any development that results in, or could reasonably
be expected to result in, a Material Adverse Effect.

                  Each notice delivered under this Section shall be accompanied
by a written statement of a Responsible Officer setting forth the details of the
event or development requiring such notice and, if applicable, any action taken
or proposed to be taken with respect thereto.

                                       57
<PAGE>

                  SECTION 5.3. EXISTENCE; CONDUCT OF BUSINESS. The Borrower
will, and will cause each of its Consolidated Subsidiaries to, do or cause to be
done all things necessary to preserve, renew and maintain in full force and
effect its legal existence and its respective rights, licenses, permits,
privileges, franchises, patents, copyrights, trademarks and trade names material
to the conduct of its business and will continue to engage in the same business
as presently conducted or such other businesses that are reasonably related
thereto; provided, that nothing in this Section shall prohibit any merger,
consolidation, liquidation or dissolution permitted under Section 7.3.

                  SECTION 5.4. COMPLIANCE WITH LAWS, ETC. The Borrower will, and
will cause each of its Consolidated Subsidiaries to, comply with all laws,
rules, regulations and requirements of any Governmental Authority applicable to
its properties, except where the failure to do so, either individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect.

                  SECTION 5.5. PAYMENT OF OBLIGATIONS. The Borrower will, and
will cause each of its Consolidated Subsidiaries to, pay and discharge at or
before maturity, all of its obligations and liabilities (including without
limitation all tax liabilities and claims that could result in a statutory Lien)
before the same shall become delinquent or in default, except where (a) the
validity or amount thereof is being contested in good faith by appropriate
proceedings, (b) the Borrower or such Subsidiary has set aside on its books
adequate reserves with respect thereto in accordance with GAAP and (c) the
failure to make payment pending such contest could not reasonably be expected to
result in a Material Adverse Effect.

                  SECTION 5.6. BOOKS AND RECORDS. The Borrower will, and will
cause each of its Consolidated Subsidiaries to, keep proper books of record and
account in which full, true and correct entries shall be made of all material
dealings and transactions in relation to its business and activities to the
extent necessary to prepare the consolidated financial statements of Borrower in
conformity with GAAP.

                  SECTION 5.7. VISITATION, INSPECTION, ETC. The Borrower will,
and will cause each of its Consolidated Subsidiaries to, permit any
representative of the Administrative Agent or any Lender, to visit and inspect
its properties, to examine its books and records and to make copies and take
extracts therefrom, and to discuss its affairs, finances and accounts with any
of its officers and with its independent certified public accountants, all at
such reasonable times and as often as the Administrative Agent or any Lender may
reasonably request after reasonable prior notice to the Borrower.

                  SECTION 5.8. MAINTENANCE OF PROPERTIES; INSURANCE. The
Borrower will, and will cause each of its Consolidated Subsidiaries to, (a) keep
and maintain all property material to the conduct of its business in good
working order and condition, subject to ordinary wear and tear, except where the
failure to do so, either individually or it the aggregate, could not reasonably
be expected to result in a Material Adverse Effect and (b) maintain with
financially sound and reputable insurance companies, insurance with respect to
its properties and business, and the properties and

                                       58
<PAGE>

business of its Consolidated Subsidiaries, against loss or damage of the kinds
customarily insured against by companies in the same or similar businesses
operating in the same or similar locations.

                  SECTION 5.9. USE OF PROCEEDS AND LETTERS OF CREDIT. The
Borrower, and any Designated Borrower will use the proceeds of all Loans to
finance working capital needs and for other general corporate purposes of the
Borrower and its Subsidiaries. No part of the proceeds of any Loan will be used,
whether directly or indirectly, for any purpose that would violate any rule or
regulation of the Board of Governors of the Federal Reserve System, including
Regulations T, U or X. All Letters of Credit will be used for general corporate
purposes.

                                   ARTICLE VI

                               FINANCIAL COVENANTS

                  The Borrower covenants and agrees that, from and after the
Funding Date, so long as any Lender has a Commitment hereunder or the principal
of or interest on or any Loan remains unpaid or any fee or any LC Disbursement
remains unpaid or any Letter of Credit remains outstanding:

                  SECTION 6.1. LEVERAGE RATIO. The Borrower will have, as of the
end of each fiscal quarter of the Borrower, commencing with the fiscal quarter
ending September 30, 2003, a Leverage Ratio of not greater than 3.00 to 1.00.

                  SECTION 6.2. FIXED CHARGE COVERAGE RATIO. The Borrower will
have, as of the end of each fiscal quarter of the Borrower, commencing with the
fiscal quarter ending September 30, 2003, a Fixed Charge Coverage Ratio of not
less than 2.50 to 1.00.

                                   ARTICLE VII

                               NEGATIVE COVENANTS

                  The Borrower covenants and agrees that, from and after the
Funding Date, so long as any Lender has a Commitment hereunder or the principal
of or interest on any Loan remains unpaid or any fee or any LC Disbursement
remains unpaid or any Letter of Credit remains outstanding:

                  SECTION 7.1. SUBSIDIARY INDEBTEDNESS. The Borrower will not
permit any of its Consolidated Subsidiaries to, create, incur, assume or suffer
to exist any Indebtedness, except:

                  (a)      Indebtedness existing on the Funding Date and set
forth on Schedule 4.15 and extensions, renewals and replacements of any such
Indebtedness that do not (i) in the case of revolving credit, increase the
maximum principal amount thereof and (ii) in the case of term loans, increase
the outstanding principal amount thereof (immediately prior to giving effect to
such extension, renewal or replacement) or shorten the maturity or the weighted
average life thereof;

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<PAGE>

                  (b)      Indebtedness of any Consolidated Subsidiary incurred
to finance the acquisition, construction or improvement of any fixed or capital
assets, including Capital Lease Obligations; provided, that such Indebtedness is
incurred prior to or within 90 days after such acquisition or the completion of
such construction or improvements and extensions, renewals, and replacements of
any such Indebtedness that do not increase the outstanding principal amount
thereof (immediately prior to giving effect to such extension, renewal or
replacement) or shorten the maturity or the weighted average life thereof;

                  (c)      Indebtedness of any Consolidated Subsidiary owing to
the Borrower or any other Consolidated Subsidiary; provided, that any such
Indebtedness shall be subject to Section 7.4;

                  (d)      Indebtedness in respect of obligations under Hedging
Agreements permitted by Section 7.9;

                  (e)      Guarantees by any Consolidated Subsidiary of
Indebtedness of any other Consolidated Subsidiary; provided, that such
Guarantees of Indebtedness of any Consolidated Subsidiary shall be subject to
Section 7.4;

                  (f)      Indebtedness of any Permitted Securitization
Subsidiary (to the extent such Permitted Securitization Subsidiary constitutes a
Consolidated Subsidiary) incurred in connection with any Permitted
Securitization Transaction; and

                  (g)      other unsecured Indebtedness of Consolidated
Subsidiaries in an aggregate principal amount not to exceed $20,000,000 at any
time outstanding.

                  SECTION 7.2. NEGATIVE PLEDGE. The Borrower will not, and will
not permit any of its Consolidated Subsidiaries to, create, incur, assume or
suffer to exist any Lien on any of its assets or property now owned or hereafter
acquired or, except:

                  (a)      Permitted Encumbrances;

                  (b)      any Liens on any property or asset of the Borrower or
any Consolidated Subsidiary existing on the Funding Date and set forth on
Schedule 7.2; provided, that such Lien shall not apply to any other property or
asset of the Borrower or any Consolidated Subsidiary;

                  (c)      purchase money Liens upon or in any fixed or capital
assets to secure the purchase price or the cost of construction or improvement
of such fixed or capital assets or to secure Indebtedness incurred solely for
the purpose of financing the acquisition, construction or improvement of such
fixed or capital assets (including Liens securing any Capital Lease
Obligations); provided, that (i) such Lien attaches to such asset concurrently
or within 90 days after the acquisition, improvement or completion of the
construction thereof; (ii) such Lien does not extend to any other asset; and
(iii) the Indebtedness secured thereby does not exceed the cost of acquiring,
constructing or improving such fixed or capital assets;

                                       60
<PAGE>

                  (d)      extensions, renewals, or replacements of any Lien
referred to in paragraphs (a) through (c) of this Section; provided, that the
principal amount of the Indebtedness secured thereby is not increased and that
any such extension, renewal or replacement is limited to the assets originally
encumbered thereby;

                  (e)      any Lien against the Borrower or any Consolidated
Subsidiary evidencing the transfer of any receivables and related property to
any Permitted Securitization Subsidiary (to the extent such Permitted
Securitization Subsidiary constitutes a Consolidated Subsidiary) pursuant to any
Permitted Securitization Transaction;

                  (f)      any Lien against a Permitted Securitization
Subsidiary (to the extent such Permitted Securitization Subsidiary constitutes a
Consolidated Subsidiary) pursuant to any Permitted Securitization Transaction;
and

                  (g)      other Liens securing Indebtedness and other
obligations in the aggregate which do not to exceed 5% of Consolidated Total
Assets at any time.

                  SECTION 7.3. FUNDAMENTAL CHANGES.

                  (a)      The Borrower will not, and will not permit any
Consolidated Subsidiary to, merge into or consolidate into any other Person, or
permit any other Person to merge into or consolidate with it, or sell, lease,
transfer or otherwise dispose of (in a single transaction or a series of
transactions) all or substantially all of its assets (in each case, whether now
owned or hereafter acquired) or all or substantially all of the stock of any of
its Consolidated Subsidiaries (in each case, whether now owned or hereafter
acquired) or liquidate or dissolve; provided, that if at the time thereof and
immediately after giving effect thereto, no Default or Event of Default shall
have occurred and be continuing (i) the Borrower or any Consolidated Subsidiary
may merge with a Person if the Borrower (or such Consolidated Subsidiary if the
Borrower is not a party to such merger) is the surviving Person, (ii) any
Consolidated Subsidiary may merge into another Consolidated Subsidiary, (iii)
any Consolidated Subsidiary may sell, transfer, lease or otherwise dispose of
all or substantially all of its assets to the Borrower or to a Consolidated
Subsidiary, (iv) any Consolidated Subsidiary may liquidate or dissolve if the
Borrower determines in good faith that such liquidation or dissolution is in the
best interests of the Borrower and is not materially disadvantageous to the
Lenders and (v) any Consolidated Subsidiary may be sold so long as such sale is
permitted under Section 7.6; provided, that any such merger involving a Person
that is not a Wholly-Owned Subsidiary immediately prior to such merger shall not
be permitted unless also permitted by Section 7.4; provided, further, that at
any time, (x) any one or more Permitted Securitization Subsidiaries may merge
into or consolidate with any one or more Permitted Securitization Subsidiaries
and (y) any Permitted Securitization Subsidiary may be liquidated or dissolved.

                  (b)      The Borrower will not, and will not permit any of its
Consolidated Subsidiaries to, engage to any material extent in any business
other than businesses of the type conducted by the Borrower and its Consolidated
Subsidiaries on the date hereof and businesses reasonably related thereto and to
consummate a Permitted Securitizaton Transaction.

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<PAGE>

                  SECTION 7.4. INVESTMENTS, LOANS, ACQUISITIONS, ETC. The
Borrower will not, and will not permit any of its Consolidated Subsidiaries to,
purchase, hold or acquire (including pursuant to any merger with any Person that
was not a Wholly-Owned Subsidiary prior to such merger), any common stock,
evidence of indebtedness or other securities (including any option, warrant, or
other right to acquire any of the foregoing) of, make or permit to exist any
loans or advances to, Guarantee any obligations of, or make or permit to exist
any investment or any other interest in, any other Person (all of the foregoing
being collectively called "Investments"), or consummate any Acquisitions or make
any Restricted Investments, except:

                  (a)      Permitted Investments;

                  (b)      Guarantees constituting Indebtedness not prohibited
by Section 7.1; provided, that the aggregate principal amount of Indebtedness of
Subsidiaries or any other entity that is Guaranteed by the Borrower or any other
Subsidiary shall be subject to the limitations set forth in clauses (c) and (d)
hereof;

                  (c)      Investments existing on July 31, 2003 and identified
on Schedule 4.16 hereof;

                  (d)      (i)      Investments (other than Investments in
Subsidiaries in the form of loans) made from and after July 31, 2003 by the
Borrower in any Subsidiary (domestic or foreign); provided, that the Aggregate
Net Amount (defined below) of such Investments made after July 31, 2003 by the
Borrower in or to all Subsidiaries plus (without duplication) the aggregate
amount of all Restricted Investments shall not exceed $200,000,000.

                           (ii)     Investments (including, without limitation,
those in the form of loans) made from and after July 31, 2003 by the Borrower or
any domestic Consolidated Subsidiary in any Foreign Subsidiary; provided, that
(i) the Aggregate Net Amount of such Investments made after July 31, 2003 by the
Borrower or any domestic Consolidated Subsidiary in or to all Foreign
Subsidiaries (together with, but without duplication, all Guarantees made after
July 31, 2003 by the Borrower or any domestic Consolidated Subsidiary of
Indebtedness of any Foreign Subsidiary) shall not exceed $100,000,000. To the
extent that a particular Investment is of the type contemplated by both clause
(c)(i) and clause (c)(ii) of this Section 7.4, it must comply with both such
clauses.

                           (iii)    Any Investments made by the Borrower in any
Subsidiary in the form of loans shall be permitted only if otherwise permitted
hereunder and are evidenced by an Intercompany Note. Any Investments in the form
of loans may be forgiven by the payee thereof, in whole or in part, or otherwise
converted by the payee, in whole or in part, into equity Investments so long as
(y) immediately before and immediately after giving effect to the forgiveness or
conversion of such loans, no Event of Default shall have occurred and be
continuing and (z) the Borrower shall otherwise be in compliance with the
limitations on Investments set forth in this Section 7.4 after giving effect to
such forgiveness or conversion.

                           (iv)     The term "Aggregate Net Amount" shall mean
the sum of the following with respect to each Subsidiary: (a) with respect to
equity Investments, if applicable, the

                                       62
<PAGE>

amount of the equity Investment in such Subsidiary made after July 31, 2003
(determined at book value as of the date such Investment is made) less the
amount of any cash dividends or other cash distributions made by such Subsidiary
after July 31, 2003 to the Borrower or other Subsidiary, as applicable, in
respect of the equity interests of such Subsidiary plus (without duplication)
the amount of any loans to such Subsidiary which are forgiven or otherwise
converted into equity; (b) with respect to Investments in the form of loans, if
applicable, the principal amount advanced to such Subsidiary after July 31, 2003
less the amount of all principal payments made by such Subsidiary after July 31,
2003 in respect of such loans less (without duplication) the amount of any such
loans to such Subsidiary which are forgiven or otherwise converted into equity;
and (c) with respect to debt Investments in the form of guarantees of
Indebtedness of such Subsidiary, the face amount of the guaranties made after
July 31, 2003, less the face amount of any guaranties that expire or are
cancelled (to the extent not drawn upon) after July 31, 2003 (if any guaranty is
drawn upon, then, to the extent of such drawing, it shall be considered a debt
Investment). To the extent Investments are made in a Subsidiary through indirect
Investments through other Subsidiaries, the calculation of the Aggregate Net
Amount of such Investments shall not be done in a duplicative manner; provided,
that any Investments in Foreign Subsidiaries must at all times comply with the
limitations set forth in clause (ii) above. Notwithstanding the foregoing, to
the extent that either (i) the amount of cash dividends or other cash
distributions exceeds the amount of equity Investments otherwise made in such
Subsidiary or (ii) the principal amount of debt repaid by such Subsidiary
exceeds the principal amount advanced to such Subsidiary, then, in either case,
such excess shall not be applied to reduce the Aggregate Net Amount of
Investment related to any other Subsidiary. In calculating the Aggregate Net
Amount of Investments in any Subsidiary, there will be excluded from such
calculation (i) any amount that is contributed from the proceeds of equity
issuances of the Borrower consummated after July 31, 2003 and (ii) the
contribution to any Subsidiary of capital stock of the Borrower held in treasury
on the Execution Date or any contributions to any Subsidiary of the proceeds
from any transfer thereof by the Borrower or any Subsidiary.

                  (e)      loans or advances to employees, officers or directors
of the Borrower or any Consolidated Subsidiary in the ordinary course of
business for travel, relocation and other business related expenses;

                  (f)      Hedging Agreements permitted by Section 7.10;

                  (g)      Permitted Acquisitions; and

                  (h)      Permitted Securitization Subsidiaries.

                  SECTION 7.5. RESTRICTED PAYMENTS. The Borrower will not, and
will not permit its Consolidated Subsidiaries to, declare or make, or agree to
pay or make, directly or indirectly, any dividend on any class of its stock, or
make any payment on account of, or set apart assets for a sinking or other
analogous fund for, the purchase, redemption, retirement, defeasance or other
acquisition of, any shares of common stock or Indebtedness subordinated to the
Obligations of the Borrower or any options, warrants, or other rights to
purchase such common stock or such Indebtedness, whether now or hereafter
outstanding (each, a "Restricted Payment"), except for (i) dividends payable by
the Borrower solely in shares of any class of its common stock, (ii) Restricted

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Payments made by any Consolidated Subsidiary or any Permitted Securitization
Subsidiary to the Borrower or to another Consolidated Subsidiary or, in the case
of a Permitted Securitization Subsidiary, any Consolidated Subsidiary, and (iii)
cash dividends paid on, and cash redemptions of, the common stock of the
Borrower; provided, that no Default or Event of Default has occurred and is
continuing at the time such dividend is paid or redemption is made or would be
caused thereby.

                  SECTION 7.6. SALE OF ASSETS. The Borrower will not, and will
not permit any of its Consolidated Subsidiaries to, convey, sell, lease, assign,
transfer or otherwise dispose of, any of its assets, business or property,
whether now owned or hereafter acquired, or, in the case of any Consolidated
Subsidiary, issue or sell any shares of such Consolidated Subsidiary's common
stock to any Person other than the Borrower or any Wholly-Owned Subsidiary of
the Borrower (or to qualify directors if required by applicable law), except:

                  (a)      the sale or other disposition for fair market value
of obsolete or worn out property or other property not necessary for operations
disposed of in the ordinary course of business;

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

                  (c)      the sale of any receivables and related property to
one or more Permitted Securitization Subsidiaries so long as such sale is made
in connection with a Permitted Securitization Transaction; and

                  (d)      the sale or other disposition of such assets (which
may include the capital stock of any Subsidiary of the Borrower or all or
substantially all of the assets of any Subsidiary of the Borrower) in an
aggregate amount in any fiscal year of the Borrower not to exceed 10% of the
Consolidated EBIT for the immediately preceding fiscal year.

                  SECTION 7.7. TRANSACTIONS WITH AFFILIATES. The Borrower will
not, and will not permit any of its Consolidated Subsidiaries to, sell, lease or
otherwise transfer any property or assets to, or purchase, lease or otherwise
acquire any property or assets from, or otherwise engage in any other
transactions with, any of its Affiliates, except (a) in the ordinary course of
business at prices and on terms and conditions not less favorable to the
Borrower or such Subsidiary than could be obtained on an arm's-length basis from
unrelated third parties, (b) transactions between or among the Borrower and its
Consolidated Subsidiaries not involving any other Affiliates (subject to
limitations in Section 7.4), (c) any Restricted Payment permitted by Section
7.5, and (d) in any Permitted Securitization Transaction.

                  SECTION 7.8. RESTRICTIVE AGREEMENTS. The Borrower will not,
and will not permit any Subsidiary to, directly or indirectly, enter into, incur
or permit to exist any agreement that prohibits, restricts or imposes any
condition upon (a) the ability of the Borrower or any Consolidated Subsidiary to
create, incur or permit any Lien upon any of its assets or properties, whether
now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay
dividends or other distributions with respect to its common stock, to make or
repay loans or advances to the Borrower

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<PAGE>

or any other Consolidated Subsidiary, to Guarantee Indebtedness of the Borrower
or any other Consolidated Subsidiary or to transfer any of its property or
assets to the Borrower or any Consolidated Subsidiary of the Borrower; provided,
that (i) the foregoing shall not apply to restrictions or conditions imposed by
law or by this Agreement or any other Loan Document, (ii) the foregoing shall
not apply to customary restrictions and conditions contained in agreements
relating to the sale of a Consolidated Subsidiary pending such sale, provided
such restrictions and conditions apply only to the Subsidiary that is sold and
such sale is permitted hereunder, (iii) clause (a) shall not apply to
restrictions or conditions imposed by any agreement relating to secured
Indebtedness permitted by this Agreement if such restrictions and conditions
apply only to the property or assets securing such Indebtedness, (iv) clause (a)
shall not apply to customary provisions in (A) Indebtedness not prohibited by
Section 7.1 under a credit facility used by the Borrower for settlement purposes
so long as such lien restriction is limited to the Borrower's or any
Consolidated Subsidiaries' settlement receivables, any depository account which
is used for the sole purpose of clearing such settlement receivables, any
intercompany obligations which arise among the Borrower and a Consolidated
Subsidiary in connection with such settlement facility and any documents which
relate to the foregoing items in this clause (A), (B) any Synthetic Lease
transaction (not prohibited by the Loan Documents), (C) any Capital Lease
Obligations or other permitted purchase money Indebtedness so long as such
restriction is limited to the asset financed by such Capital Lease Obligations
or purchase money Indebtedness and (D) any Permitted Securitizaton Transaction
(not prohibited by the Loan Documents) involving the Borrower, any Consolidated
Subsidiary or any of their respective assets so long as such restriction is
limited to the asset relating to such Permitted Securitization Transaction, (v)
clause (b) shall not apply to any Permitted Securitization Subsidiary, and (vi)
clause (a) and clause (b) (solely as such clause (b) relates to the ability of
any Consolidated Subsidiary to Guarantee Indebtedness of the Borrower) shall not
apply to the provisions contained in the Indenture.

                  SECTION 7.9. HEDGING AGREEMENTS. The Borrower will not, and
will not permit any of the Consolidated Subsidiaries to, enter into any Hedging
Agreement, other than non-speculative Hedging Agreements entered into in the
ordinary course of business to hedge or mitigate risks to which the Borrower or
any Subsidiary is exposed in the conduct of its business or the management of
its liabilities.

                  SECTION 7.10. AMENDMENT TO INDENTURE; MATERIAL DOCUMENTS. The
Borrower will not, and will not permit any Consolidated Subsidiary to, (i) amend
or modify the Indenture in any manner without the prior written consent of the
Required Lenders, or (ii) amend, modify or waive any of its rights in a manner
materially adverse to the Lenders under its certificate of incorporation, bylaws
or other organizational documents.

                  SECTION 7.11. ACCOUNTING CHANGES. The Borrower will not, and
will not permit any Subsidiary to, make any significant change in accounting
treatment or reporting practices, except as required by GAAP.

                                  ARTICLE VIII

                                EVENTS OF DEFAULT

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<PAGE>

                  SECTION 8.1. EVENTS OF DEFAULT. If any of the following events
(each an "Event of Default") shall occur:

                  (a)      the Borrower or any Designated Borrower shall fail to
pay any principal of any Loan or of any reimbursement obligation in respect of
any LC Disbursement when and as the same shall become due and payable, whether
at the due date thereof or at a date fixed for prepayment or otherwise; or

                  (b)      the Borrower or any Designated Borrower shall fail to
pay any interest on any Loan or any fee or any other amount (other than an
amount payable under clause (a) of this Article) payable under this Agreement or
any other Loan Document, when and as the same shall become due and payable, and
such failure shall continue unremedied for a period of five (5) Business Days;
or

                  (c)      any representation or warranty made or deemed made by
or on behalf of the Borrower or any Consolidated Subsidiary in or in connection
with this Agreement or any other Loan Document (including the Schedules attached
thereto) and any amendments or modifications hereof or waivers hereunder, or in
any certificate, report, financial statement or other document submitted to the
Administrative Agent or the Lenders by the Borrower or any Consolidated
Subsidiary or any representative of the Borrower or any Consolidated Subsidiary
pursuant to or in connection with this Agreement or any other Loan Document
shall prove to be incorrect in any material respect when made or deemed made or
submitted; or

                  (d)      the Borrower shall fail to observe or perform any
covenant or agreement contained in Sections 5.1, 5.2, or 5.3 (with respect to
the Borrower's existence) or Articles VI or VII; or

                  (e)      the Borrower or any Consolidated Subsidiary shall
fail to observe or perform any covenant or agreement contained in this Agreement
(other than those referred to in clauses (a), (b) and (d) above), and such
failure shall remain unremedied for 30 days after the earlier of (i) any
Responsible Officer of the Borrower becomes aware of such failure, or (ii)
notice thereof shall have been given to the Borrower by the Administrative Agent
or any Lender; or

                  (f)      the Borrower or any Consolidated Subsidiary (whether
as primary obligor or as guarantor or other surety) shall fail to pay any
principal of or premium or interest on any Indebtedness which exceeds $7,500,000
individually or in the aggregate, when and as the same shall become due and
payable (whether at scheduled maturity, required prepayment, acceleration,
demand or otherwise), and such failure shall continue after the applicable grace
period, if any, specified in the agreement or instrument evidencing such
Indebtedness; or any other event shall occur or condition shall exist under any
agreement or instrument relating to such Indebtedness and shall continue after
the applicable grace period, if any, specified in such agreement or instrument,
if the effect of such event or condition is to accelerate, or permit the
acceleration of, the maturity of such Indebtedness; or any such Indebtedness
shall be declared to be due and payable; or required to be prepaid or redeemed
(other than by a regularly scheduled required prepayment or redemption),
purchased or

                                       66
<PAGE>

defeased, or any offer to prepay, redeem, purchase or defease such Indebtedness
shall be required to be made, in each case prior to the stated maturity thereof;
or

                  (g)      the Borrower, any Designated Borrower or any Material
Subsidiary shall (i) commence a voluntary case or other proceeding or file any
petition seeking liquidation, reorganization or other relief under any federal,
state or foreign bankruptcy, insolvency or other similar law now or hereafter in
effect or seeking the appointment of a custodian, trustee, receiver, liquidator
or other similar official of it or any substantial part of its property, (ii)
consent to the institution of, or fail to contest in a timely and appropriate
manner, any proceeding or petition described in clause (i) of this Section,
(iii) apply for or consent to the appointment of a custodian, trustee, receiver,
liquidator or other similar official for the Borrower, any Designated Borrower
or any such Material Subsidiary or for a substantial part of its assets, (iv)
file an answer admitting the material allegations of a petition filed against it
in any such proceeding, (v) make a general assignment for the benefit of
creditors, or (vi) take any action for the purpose of effecting any of the
foregoing; or

                  (h)      an involuntary proceeding shall be commenced or an
involuntary petition shall be filed seeking (i) liquidation, reorganization or
other relief in respect of the Borrower, any Designated Borrower or any Material
Subsidiary or its debts, or any substantial part of its assets, under any
federal, state or foreign bankruptcy, insolvency or other similar law now or
hereafter in effect or (ii) the appointment of a custodian, trustee, receiver,
liquidator or other similar official for the Borrower, any Designated Borrower
or any Material Subsidiary or for a substantial part of its assets, and in any
such case, such proceeding or petition shall remain undismissed for a period of
60 days or an order or decree approving or ordering any of the foregoing shall
be entered; or

                  (i)      the Borrower, any Designated Borrower or any Material
Subsidiary shall become unable to pay, shall admit in writing its inability to
pay, or shall fail generally to pay, its debts as they become due; or

                  (j)      an ERISA Event shall have occurred that, when taken
together with other ERISA Events that have occurred, could reasonably be
expected to result in liability to the Borrower or any Consolidated Subsidiary
in an aggregate amount exceeding $5,000,000; or

                  (k)      any judgment or order for the payment of money in
excess of $7,500,000 in the aggregate shall be rendered against the Borrower or
any Consolidated Subsidiary, and either (i) enforcement proceedings shall have
been commenced by any creditor upon such judgment or order or (ii) there shall
be a period of 30 consecutive days during which a stay of enforcement of such
judgment or order, by reason of a pending appeal or otherwise, shall not be in
effect; or

                  (l)      a Change in Control shall occur or exist; or

                  (m)      any provision of this Agreement or any Designated
Borrower Acknowledgement and Agreement shall for any reason cease to be valid
and binding on, or enforceable against, any Designated Borrower, or any
Designated Borrower shall so state in writing,

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<PAGE>

or any Designated Borrower shall seek to terminate its obligations thereunder
(other than as provided in Section 2.25); or

                  (n)      Breach of any covenant by the Borrower or any
Consolidated Subsidiary (including any Permitted Securitization Subsidiary to
the extent a Permitted Securitization Subsidiary is a Consolidated Subsidiary)
contained in any agreement relating to a Permitted Securitization Transaction
causing the acceleration of the obligations thereunder or requiring the
prepayment of such obligations or termination of such securitization program
prior to its stated maturity or term and the Borrower or any Consolidated
Subsidiary (other than any Permitted Securitization Subsidiary to the extent
such Subsidiary is a Consolidated Subsidiary) has liability in excess of
$7,500,000 under such Permitted Securitization Transaction,

then, and in every such event (other than an event with respect to the Borrower
or any Designated Borrower described in clause (g) or (h) of this Section) and
at any time thereafter during the continuance of such event, the Administrative
Agent may, and upon the written request of the Required Lenders shall, by notice
to the Borrower, take any or all of the following actions, at the same or
different times (unless expressly set forth otherwise herein): (i) terminate the
Commitments, whereupon the Commitment of each Lender shall terminate
immediately; (ii) declare the principal of and any accrued interest on the
Loans, and all other Obligations owing hereunder, to be, whereupon the same
shall become due and payable immediately, without presentment, demand, protest
or other notice of any kind, all of which are hereby waived by the Borrower and
any Designated Borrower; provided that in connection with any acceleration
pursuant to this clause (ii), the Commitments shall automatically terminate, and
(iii) exercise all remedies contained in any other Loan Document; and if an
Event of Default specified in either clause (g) or (h) shall occur with respect
to the Borrower or any Designated Borrower, the Commitments shall automatically
terminate and the principal of the Loans then outstanding, together with accrued
interest thereon, and all fees, and all other Obligations shall automatically
become due and payable, without presentment, demand, protest or other notice of
any kind, all of which are hereby waived by the Borrower and any Designated
Borrower.

                                   ARTICLE IX

                            THE ADMINISTRATIVE AGENT

                  SECTION 9.1. APPOINTMENT OF ADMINISTRATIVE AGENT. (a) Each
Lender irrevocably appoints SunTrust Bank as the Administrative Agent and
authorizes it to take such actions on its behalf and to exercise such powers as
are delegated to the Administrative Agent under this Agreement and the other
Loan Documents, together with all such actions and powers that are reasonably
incidental thereto. The Administrative Agent may perform any of its duties
hereunder by or through any one or more sub-agents appointed by the
Administrative Agent. The Administrative Agent and any such sub-agent may
perform any and all of its duties and exercise its rights and powers through
their respective Related Parties. The exculpatory provisions set forth in this
Article shall apply to any such sub-agent and the Related Parties of the
Administrative Agent and any such sub-agent and shall apply to their respective
activities in connection with the syndication of the credit facilities provided
for herein as well as activities as Administrative Agent.

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<PAGE>

                  (b)      The Issuing Bank shall act on behalf of the Lenders
with respect to any Letters of Credit issued by it and the documents associated
therewith until such time and except for so long as the Administrative Agent may
agree at the request of the Required Lenders to act for the Issuing Bank with
respect thereto; provided, that the Issuing Bank shall have all the benefits and
immunities (i) provided to the Administrative Agent in this Article IX with
respect to any acts taken or omissions suffered by the Issuing Bank in
connection with Letters of Credit issued by it or proposed to be issued by it
and the application and agreements for letters of credit pertaining to the
Letters of Credit as fully as the term "Administrative Agent" as used in this
Article IX included the Issuing Bank with respect to such acts or omissions and
(ii) as additionally provided in this Agreement with respect to the Issuing
Bank.

                  SECTION 9.2. NATURE OF DUTIES OF ADMINISTRATIVE AGENT. The
Administrative Agent shall not have any duties or obligations except those
expressly set forth in this Agreement and the other Loan Documents. Without
limiting the generality of the foregoing, (a) the Administrative Agent shall not
be subject to any fiduciary or other implied duties, regardless of whether a
Default or an Event of Default has occurred and is continuing, (b) the
Administrative Agent shall not have any duty to take any discretionary action or
exercise any discretionary powers, except those discretionary rights and powers
expressly contemplated by the Loan Documents that the Administrative Agent is
required to exercise in writing by the Required Lenders (or such other number or
percentage of the Lenders as shall be necessary under the circumstances as
provided in Section 10.2), and (c) except as expressly set forth in the Loan
Documents, the Administrative Agent shall not have any duty to disclose, and
shall not be liable for the failure to disclose, any information relating to the
Borrower or any of its Subsidiaries that is communicated to or obtained by the
Administrative Agent or any of its Affiliates in any capacity. The
Administrative Agent shall not be liable (provided that the Borrower reserves
any and all rights and claims against any Lender, including the Administrative
Agent in its capacity as a Lender) for any action taken or not taken by it with
the consent or at the request of the Required Lenders (or such other number or
percentage of the Lenders as shall be necessary under the circumstances as
provided in Section 10.2) or in the absence of its own gross negligence or
willful misconduct. The Administrative Agent shall not be deemed to have
knowledge of any Default or Event of Default unless and until written notice
thereof is given to the Administrative Agent by the Borrower or any Lender, and
the Administrative Agent shall not be responsible for or have any duty to
ascertain or inquire into (i) any statement, warranty or representation made in
or in connection with any Loan Document, (ii) the contents of any certificate,
report or other document delivered hereunder or thereunder or in connection
herewith or therewith, (iii) the performance or observance of any of the
covenants, agreements, or other terms and conditions set forth in any Loan
Document, (iv) the validity, enforceability, effectiveness or genuineness of any
Loan Document or any other agreement, instrument or document, or (v) the
satisfaction of any condition set forth in Article III or elsewhere in any Loan
Document, other than to confirm receipt of items expressly required to be
delivered to the Administrative Agent.

                  SECTION 9.3. LACK OF RELIANCE ON THE ADMINISTRATIVE AGENT.
Each of the Lenders, the Swingline Lender and the Issuing Bank acknowledges that
it has, independently and without reliance upon the Administrative Agent or any
other Lender and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this

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<PAGE>

Agreement. Each of the Lenders, the Swingline Lender and the Issuing Bank also
acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and
information as it has deemed appropriate, continue to make its own decisions in
taking or not taking of any action under or based on this Agreement, any related
agreement or any document furnished hereunder or thereunder.

                  SECTION 9.4. CERTAIN RIGHTS OF THE ADMINISTRATIVE AGENT. If
the Administrative Agent shall request instructions from the Required Lenders
with respect to any action or actions (including the failure to act) in
connection with this Agreement, the Administrative Agent shall be entitled to
refrain from such act or taking such act, unless and until it shall have
received instructions from such Lenders; and the Administrative Agent shall not
incur liability to any Person (provided that the Borrower reserves any and all
rights and claims against any Lender, including the Administrative Agent in its
capacity as a Lender) by reason of so refraining. Without limiting the
foregoing, no Lender shall have any right of action whatsoever against the
Administrative Agent as a result of the Administrative Agent acting or
refraining from acting hereunder in accordance with the instructions of the
Required Lenders where required by the terms of this Agreement.

                  SECTION 9.5. RELIANCE BY ADMINISTRATIVE AGENT. The
Administrative Agent shall be entitled to rely upon, and shall not incur any
liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by it to be genuine
and to have been signed, sent or made by the proper Person. The Administrative
Agent may also rely upon any statement made to it orally or by telephone and
believed by it to be made by the proper Person and shall not incur any liability
for relying thereon. The Administrative Agent may consult with legal counsel
(including counsel for the Borrower), independent public accountants and other
experts selected by it and shall not be liable for any action taken or not taken
by it in accordance with the advice of such counsel, accountants or experts.

                  SECTION 9.6. THE ADMINISTRATIVE AGENT IN ITS INDIVIDUAL
CAPACITY. The bank serving as the Administrative Agent shall have the same
rights and powers under this Agreement and any other Loan Document in its
capacity as a Lender as any other Lender and may exercise or refrain from
exercising the same as though it were not the Administrative Agent; and the
terms "Lenders", "Required Lenders", "holders of Notes", or any similar terms
shall, unless the context clearly otherwise indicates, include the
Administrative Agent in its individual capacity. The bank acting as the
Administrative Agent and its Affiliates may accept deposits from, lend money to,
and generally engage in any kind of business with the Borrower or any Subsidiary
or Affiliate of the Borrower as if it were not the Administrative Agent
hereunder.

                  SECTION 9.7. SUCCESSOR ADMINISTRATIVE AGENT.

         (a)      The Administrative Agent may resign at any time by giving
notice thereof to the Lenders and the Borrower. Upon any such resignation, the
Required Lenders shall have the right to appoint a successor Administrative
Agent, subject to the approval by the Borrower provided that no Event of Default
shall exist at such time. If no successor Administrative Agent shall have been
so appointed, and shall have accepted such appointment within 30 days after the
retiring Administrative Agent gives notice of resignation, then the retiring
Administrative Agent may, on behalf of the

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<PAGE>

Lenders and the Issuing Bank, appoint a successor Administrative Agent, which
shall be a commercial bank organized under the laws of the United States of
America or any state thereof or a bank which maintains an office in the United
States, having a combined capital and surplus of at least $500,000,000.

                  (b)      Upon the acceptance of its appointment as the
Administrative Agent hereunder by a successor, such successor Administrative
Agent shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Administrative Agent, and the retiring
Administrative Agent shall be discharged from its duties and obligations under
this Agreement and the other Loan Documents. If within 45 days after written
notice is given of the retiring Administrative Agent's resignation under this
Section 9.7 no successor Administrative Agent shall have been appointed and
shall have accepted such appointment, then on such 45th day (i) the retiring
Administrative Agent's resignation shall become effective, (ii) the retiring
Administrative Agent shall thereupon be discharged from its duties and
obligations under the Loan Documents and (iii) the Required Lenders shall
thereafter perform all duties of the retiring Administrative Agent under the
Loan Documents until such time as the Required Lenders appoint a successor
Administrative Agent as provided above. After any retiring Administrative
Agent's resignation hereunder, the provisions of this Article IX shall continue
in effect for the benefit of such retiring Administrative Agent and its
representatives and agents in respect of any actions taken or not taken by any
of them while it was serving as the Administrative Agent.

                  SECTION 9.8. ADDITIONAL AGENCIES; NO DUTIES IMPOSED UPON
SYNDICATION AGENTS OR DOCUMENTATION AGENTS. (a) The Administrative Agent shall
have the right from time to time to designate one or more Syndication Agents and
Documentation Agents. Upon any such designation, the Administrative Agent shall
have the right to replace the cover page to this Agreement to reflect the
addition of such Person as Syndication Agent and Documentation Agent, as the
case may be.

                  (b)      None of the Persons designated as a "Syndication
Agent" or "Documentation Agent" shall have any right, power, obligation,
liability, responsibility or duty under this Agreement or any of the other Loan
Documents other than, if such Person is a Lender, those applicable to all
Lenders as such. Without limiting the foregoing, none of the Persons designated
as a "Syndication Agent" or "Documentation Agent" shall have or be deemed to
have any fiduciary duty to or fiduciary relationship with any Lender. In
addition to the agreements set forth in Section 9.8, each of the Lenders
acknowledges that it has not relied, and will not rely, on any of the Persons so
identified in deciding to enter into this Agreement or in taking or not taking
action hereunder.

                                    ARTICLE X

                                  MISCELLANEOUS

                  SECTION 10.1. NOTICES.

                  (a) Except in the case of notices and other communications
expressly permitted to be given by telephone, all notices and other
communications to any party herein to be effective shall

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<PAGE>

be in writing and shall be delivered by hand or overnight courier service,
mailed by certified or registered mail or sent by telecopy, as follows:

To the Borrower or
any Designated Borrower:            Certegy Inc.
                                    11720 Amber Park Drive, Suite 600
                                    Alpharetta, GA 30004
                                    Attention: Walter Korchun
                                    Corporate Vice President, General
                                    Counsel and Secretary
                                    Telecopy Number: (678) 867-8321

                  With a copy to:   Certegy Inc.
                                    11720 Amber Park Drive, Suite 600
                                    Alpharetta, Georgia 30004
                                    Attention: Mr. Michael T. Vollkommer
                                    Corporate Vice President and CFO
                                    Telecopy Number: (678) 867-8100

To the Administrative Agent:        SunTrust Bank
                                    303 Peachtree Street, N. E., 3rd Floor
                                    Atlanta, Georgia 30308
                                    Attention: Brian Peters
                                    Telecopy Number: (404) 588-8833

                  With a copy to:   SunTrust Capital Markets, Inc.
                                    c/o Agency Services
                                    303 Peachtree Street, N. E./ 25th Floor
                                    Atlanta, Georgia 30308
                                    Attention: Hope Williams
                                    Telecopy Number: (404) 658-4906

To the Issuing Bank:                SunTrust Bank
                                    25 Park Place, N. E./Mail Code 3706,
                                    16th Floor
                                    Atlanta, Georgia 30303
                                    Attention: Jon Conley
                                    Telecopy Number: (404) 588-8129

To the Swingline Lender:            SunTrust Bank
                                    303 Peachtree Street, N.E./3rd Floor
                                    Atlanta, Georgia 30308
                                    Attention: Brian Peters
                                    Telecopy Number: (404) 588-8833

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<PAGE>

To any other Lender:                the address set forth under such Lender's
                                    name on the signature pages hereof

                  Any party hereto may change its address or telecopy number for
notices and other communications hereunder by notice to the other parties
hereto. All such notices and other communications shall, when transmitted by
overnight delivery, or faxed, be effective when delivered for overnight
(next-day) delivery, or transmitted in legible form by facsimile machine,
respectively, or if mailed, upon the third Business Day after the date deposited
into the mails or if delivered, upon delivery; provided, that notices delivered
to the Administrative Agent, the Issuing Bank or the Swingline Bank shall not be
effective until actually received by such Person at its address specified in
this Section 10.1.

                  (b)      Any agreement of the Administrative Agent and the
Lenders herein to receive certain notices by telephone or facsimile is solely
for the convenience and at the request of the Borrower. The Administrative Agent
and the Lenders shall be entitled to rely on the authority of any Person
purporting to be a Person authorized by the Borrower to give such notice and the
Administrative Agent and Lenders shall not have any liability to the Borrower,
any Designated Borrower or other Person on account of any action taken or not
taken by the Administrative Agent or the Lenders in reliance upon such
telephonic or facsimile notice. The obligation of the Borrower to repay the
Loans and all other Obligations hereunder shall not be affected in any way or to
any extent by any failure of the Administrative Agent and the Lenders to receive
written confirmation of any telephonic or facsimile notice or the receipt by the
Administrative Agent and the Lenders of a confirmation which is at variance with
the terms understood by the Administrative Agent and the Lenders to be contained
in any such telephonic or facsimile notice.

                  SECTION 10.2. WAIVER; AMENDMENTS.

                  (a)      No failure or delay by the Administrative Agent, the
Issuing Bank or any Lender in exercising any right or power hereunder or any
other Loan Document, and no course of dealing between the Borrower, any
Designated Borrower and the Administrative Agent or any Lender, shall operate as
a waiver thereof, nor shall any single or partial exercise of any such right or
power or any abandonment or discontinuance of steps to enforce such right or
power, preclude any other or further exercise thereof or the exercise of any
other right or power hereunder or thereunder. The rights and remedies of the
Administrative Agent, the Issuing Bank and the Lenders hereunder and under the
other Loan Documents are cumulative and are not exclusive of any rights or
remedies provided by law. No waiver of any provision of this Agreement or any
other Loan Document or consent to any departure by the Borrower or any
Designated Borrower therefrom shall in any event be effective unless the same
shall be permitted by paragraph (b) of this Section, and then such waiver or
consent shall be effective only in the specific instance and for the purpose for
which given. Without limiting the generality of the foregoing, the making of a
Loan or the issuance of a Letter of Credit shall not be construed as a waiver of
any Default or Event of Default, regardless of whether the Administrative Agent,
any Lender or the Issuing Bank may have had notice or knowledge of such Default
or Event of Default at the time.

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<PAGE>

                  (b)      No amendment or waiver of any provision of this
Agreement or the other Loan Documents, nor consent to any departure by the
Borrower or any Designated Borrower therefrom, shall in any event be effective
unless the same shall be in writing and signed by the Borrower and any
Designated Borrower and the Required Lenders or the Borrower and any Designated
Borrower and the Administrative Agent with the consent of the Required Lenders
and then such waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given; provided, that no amendment or
waiver shall: (i) increase the Commitment of any Lender without the written
consent of such Lender, (ii) reduce the principal amount of any Loan or LC
Disbursement or reduce the rate of interest thereon, or reduce any fees or other
amounts payable hereunder, without the written consent of each Lender affected
thereby, (iii) postpone the date fixed for any payment of any principal of, or
interest on, any Loan or LC Disbursement or interest thereon or any fees or
other amounts payable hereunder or reduce the amount of, waive or excuse any
such payment, or postpone the scheduled date for the termination or reduction of
any Commitment, without the written consent of each Lender affected thereby,
(iv) change any provision hereof directly relating to the pro rata treatment of
Lenders hereunder (including, but not limited to, Section 2.22 (b) or (c)) in a
manner that would alter the pro rata treatment required thereby, without the
written consent of each Lender, (v) change any of the provisions of this Section
or the definition of "Required Lenders" or any other provision hereof specifying
the number or percentage of Lenders which are required to waive, amend or modify
any rights hereunder or make any determination or grant any consent hereunder,
without the consent of each Lender; or (vi) release any guarantor or limit the
liability of any such guarantor under this Agreement or any guaranty agreement;
provided further, that no such agreement shall amend, modify or otherwise affect
the rights, duties or obligations of the Administrative Agent, the Swingline
Bank or the Issuing Bank without the prior written consent of such Person.

                  SECTION 10.3. EXPENSES; INDEMNIFICATION.

                  (a)      The Borrower shall pay (i) all actual reasonable,
out-of-pocket costs and expenses of the Administrative Agent and its Affiliates
as previously agreed upon by the Borrower and the Administrative Agent,
including, subject to such previously agreed upon arrangement, the reasonable
fees, charges and disbursements of counsel for the Administrative Agent and its
Affiliates, actually incurred, in connection with the syndication of the credit
facilities provided for herein, the preparation and administration of the Loan
Documents and any amendments, modifications or waivers thereof (whether or not
the transactions contemplated in this Agreement or any other Loan Document shall
be consummated), (ii) all actual reasonable out-of-pocket expenses incurred by
the Issuing Bank in connection with the issuance, amendment, renewal or
extension of any Letter of Credit or any demand for payment thereunder and (iii)
all actual reasonable out-of-pocket costs and expenses (including, without
limitation, the reasonable fees, charges and disbursements of outside counsel)
actually incurred by the Administrative Agent, the Issuing Bank or any Lender in
connection with the enforcement or protection of its rights in connection with
this Agreement, including its rights under this Section, or in connection with
the Loans made or any Letters of Credit issued hereunder, including all such
actual reasonable out-of-pocket expenses incurred during any workout,
restructuring or negotiations in respect of such Loans or Letters of Credit.

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                  (b)      The Borrower shall indemnify the Administrative
Agent, the Issuing Bank and each Lender, and each Related Party of any of the
foregoing (each, an "INDEMNITEE") against, and hold each of them harmless from,
any and all actual reasonable costs, losses, liabilities, claims, damages and
related expenses, including the actual reasonable fees, charges and
disbursements of any counsel for any Indemnitee, which may be incurred by or
asserted against any Indemnitee arising out of, in connection with or as a
result of (i) the execution or delivery of this Agreement or any other agreement
or instrument contemplated hereby, the performance by the parties hereto of
their respective obligations hereunder or the consummation of any of the
transactions contemplated hereby, (ii) any Loan or Letter of Credit or any
actual or proposed use of the proceeds therefrom (including any refusal by the
Issuing Bank to honor a demand for payment under a Letter of Credit if the
documents presented in connection with such demand do not strictly comply with
the terms of such Letter of Credit), (iii) any actual or alleged presence or
release of Hazardous Materials on or from any property owned by the Borrower or
any Subsidiary or any Environmental Liability related in any way to the Borrower
or any Subsidiary or (iv) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory and regardless of whether any Indemnitee is a
party thereto; provided, that the Borrower shall not be obligated to indemnify
any Indemnitee for any of the foregoing arising out of such Indemnitee's gross
negligence or willful misconduct as determined by a court of competent
jurisdiction in a final and nonappealable judgment or to the extent that such
losses relate to a claim made by an Indeminitee hereunder arising from any cause
of action pursued by the Borrower against such Indemnitee where the Borrower
alleged that the Indeminitee breached its obligations under the Loan Documents
and a court having competent jurisdiction shall have determined by final
judgment (not subject to appeal) that the Indemnitee breached its obligations to
the Borrower under the Loan Documents.

                  (c)      The Borrower shall pay, and hold the Administrative
Agent and each of the Lenders harmless from and against, any and all present and
future Other Taxes and Indemnified Taxes, and save the Administrative Agent and
each Lender harmless from and against any and all liabilities with respect to or
resulting from any delay or omission to pay such taxes.

                  (d)      To the extent that the Borrower fails to pay any
amount required to be paid to the Administrative Agent, the Issuing Bank or the
Swingline Lender under clauses ( a ), (b) or (c) hereof, each Lender severally
agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline
Lender, as the case may be, such Lender's Pro Rata Share (determined as of the
time that the unreimbursed expense or indemnity payment is sought) of such
unpaid amount; provided, that the unreimbursed expense or indemnified payment,
claim, damage, liability or related expense, as the case may be, was incurred by
or asserted against the Administrative Agent, the Issuing Bank or the Swingline
Lender in its capacity as such.

                  (e)      To the extent permitted by applicable law, the
Borrower and any Designated Borrower shall not assert, and hereby waives, any
claim against any Indemnitee, on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to actual or direct damages)
arising out of, in connection with or as a result of, this Agreement or any
agreement or instrument contemplated hereby, the transactions contemplated
therein, any Loan or any Letter of Credit or the use of proceeds thereof.

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                  (f)      All amounts due under this Section shall be payable
promptly after written demand therefor.

                  SECTION 10.4. SUCCESSORS AND ASSIGNS.

                  (a)      The provisions of this Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns, except that neither the Borrower nor any Designated
Borrower may assign or transfer any of its rights hereunder without the prior
written consent of each Lender (and any attempted assignment or transfer by the
Borrower or any Designated Borrower without such consent shall be null and
void).

                  (b)      Any Lender may at any time assign to one or more
banks or other financial institutions or entities all or a portion of its rights
and obligations under this Agreement and the other Loan Documents (including all
or a portion of its Commitment and the Loans and LC Exposure at the time owing
to it); provided, that (i) except in the case of an assignment to a Lender or an
Affiliate of a Lender, each of the Borrower and the Administrative Agent (and,
in the case of an assignment of all or a portion of a Commitment or any Lender's
obligations in respect of its LC Exposure or Swingline Exposure, the Issuing
Bank and the Swingline Lender) must give their prior written consent (which
consent shall not be unreasonably withheld or delayed), (ii) except in the case
of an assignment to a Lender or an Affiliate of a Lender or an assignment of the
entire amount of the assigning Lender's Commitment hereunder or an assignment
while an Event of Default has occurred and is continuing, the amount of the
Commitment of the assigning Lender subject to each such assignment (determined
as of the date the Assignment and Acceptance with respect to such assignment is
delivered to the Administrative Agent) shall not be less than $1,000,000 (unless
the Borrower and the Administrative Agent shall otherwise consent), (iii) each
partial assignment shall be made as an assignment of a proportionate part of all
the assigning Lender's rights and obligations under this Agreement and the other
Loan Documents (except that such assignment may, but shall not be required to,
include any Competitive Bid Loans of such assigning Lender), (iv) the assigning
Lender and the assignee shall (unless otherwise waived by the Administrative
Agent) execute and deliver to the Administrative Agent an Assignment and
Acceptance, together with a processing and recordation fee payable by the
assigning Lender or the assignee (as determined between such Persons) in an
amount equal to $1,000 (unless otherwise waived by the Administrative Agent) and
(v) such assignee, if it is not a Lender, shall deliver a duly completed
Administrative Questionnaire to the Administrative Agent; provided, that any
consent of the Borrower otherwise required hereunder shall not be required in
connection with the initial syndication of the Loans or if an Event of Default
has occurred and is continuing. Upon the execution and delivery of the
Assignment and Acceptance and payment by such assignee to the assigning Lender
of an amount equal to the purchase price agreed between such Persons, such
assignee shall become a party to this Agreement and any other Loan Documents to
which such assigning Lender is a party and, to the extent of such interest
assigned by such Assignment and Acceptance, shall have the rights and
obligations of a Lender under this Agreement, and the assigning Lender shall be
released from its obligations hereunder to a corresponding extent (and, in the
case of an Assignment and Acceptance covering all of the assigning Lender's
rights and obligations under this Agreement, such Lender shall cease to be a
party hereto but shall continue to be entitled to the benefits of Sections 2.19,
2.20, 2.21 and 10.3).

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Upon the consummation of any such assignment hereunder, the assigning Lender,
the Administrative Agent and the Borrower shall make appropriate arrangements to
have new Notes issued. Any assignment or other transfer by a Lender that does
not fully comply with the terms of this clause (b) shall be treated for purposes
of this Agreement as a sale of a participation pursuant to clause (c) below.

                  (c)      Any Lender may at any time, without the consent of
the Borrower or any Designated Borrower, the Administrative Agent, the Issuing
Bank or the Swingline Lender, sell participations to one or more banks or other
entities (a "Participant") in all or a portion of such Lender's rights and
obligations under this Agreement (including all or a portion of its Commitment,
the Loans owing to it and its LC Exposure); provided, that (i) such Lender's
obligations under this Agreement shall remain unchanged, (ii) such Lender shall
remain solely responsible to the other parties hereto for the performance of its
obligations hereunder, and (iii) the Borrower, the Administrative Agent, the
Swingline Bank, the Issuing Bank and the other Lenders shall continue to deal
solely and directly with such Lender in connection with such Lender's rights and
obligations under this Agreement and the other Loan Documents. Any agreement
between such Lender and the Participant with respect to such participation shall
provide that such Lender shall retain the sole right and responsibility to
enforce this Agreement and the other Loan Documents and the right to approve any
amendment, modification or waiver of this Agreement and the other Loan
Documents; provided, that such participation agreement may provide that such
Lender will not, without the consent of the Participant, agree to any amendment,
modification or waiver of this Agreement described in the first proviso of
Section 10.2(b) that affects the Participant. The Borrower and any Designated
Borrower agrees that each Participant shall be entitled to the benefits of
Sections 2.19, 2.20, and 2.21 to the same extent as if it were a Lender
hereunder and had acquired its interest by assignment pursuant to paragraph (b);
provided, that no Participant shall be entitled to receive any greater payment
under Section 2.19 or 2.20 than the applicable Lender would have been entitled
to receive with respect to the participation sold to such Participant. A
Participant that would be a Foreign Lender if it were a Lender shall not be
entitled to the benefits of Section 2.21 unless the Borrower is notified of such
participation sold to such Participant and such Participant agrees, for the
benefit of the Borrower, to comply with Section 2.21(e) as though it were a
Lender hereunder.

                  (d)      Any Lender may at any time pledge or assign a
security interest in all or any portion of its rights under this Agreement and
its Notes (if any) to secure its obligations to a Federal Reserve Bank without
complying with this Section; provided, that no such pledge or assignment shall
release a Lender from any of its obligations hereunder or substitute any such
pledgee or assignee for such Lender as a party hereto.

                  (e)      Notwithstanding anything to the contrary contained
herein, any Lender (a "Granting Lender") may grant to a special purpose funding
vehicle (an "SPV"), identified as such in writing from time to time by the
Granting Lender to the Administrative Agent and the Borrower, the option to
provide to the Borrower all or any part of any Loan that such Granting Lender
would otherwise be obligated to make to the Borrower pursuant to this Agreement;
provided, that (i) nothing herein shall constitute a commitment by any SPV to
make any Loan and (ii) if an SPV elects not to exercise such option or otherwise
fails to provide all or any part of any Loan, the Granting Lender shall be
obligated to make such Loan pursuant to the terms hereof. The making of a Loan
by

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<PAGE>

an SPV hereunder shall utilize the Commitment of the Granting Lender to the same
extent, and as if such Loan were made by such Granting Lender. Each party hereto
hereby agrees that no SPV shall be liable for any indemnity or similar payment
obligation under this Agreement (all liability for which shall remain with the
Granting Lender). In furtherance of the foregoing, each party hereto hereby
agrees (which agreement shall survive the termination of this Agreement) that,
prior to the date that is one year and one day after the payment in full of all
outstanding commercial paper or other senior indebtedness of any SPV, it will
not institute against, or join any other person in instituting against, such SPV
any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings under the laws of the United States or any State. Notwithstanding
anything to the contrary in this Section 10.4, any SPV may (i) with notice to,
but without the prior written consent of, the Borrower and the Administrative
Agent and without paying any processing fee therefor, assign all or a portion of
its interests in any Loans to the Granting Lender or to any financial
institutions (consented to by the Borrower and the Administrative Agent)
providing liquidity and/or credit support to or for the account of such SPV to
support the funding or maintenance of Loans and (ii) disclose on a confidential
basis any non-public information relating to its Loans to any rating agency,
commercial paper dealer or provider of any surety, guarantee or credit or
liquidity enhancement to such SPV. As this Section 10.4(e) applies to any
particular SPV, this Section may not be amended without the written consent of
such SPV.

                  SECTION 10.5. GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE
OF PROCESS.

                  (a)      This Agreement and the other Loan Documents shall be
construed in accordance with and be governed by the law (without giving effect
to the conflict of law principles thereof) of the State of Georgia.

                  (b)      The Borrower and each Designated Borrower hereby
irrevocably and unconditionally submits, for itself and its property, to the
non-exclusive jurisdiction of the United States District Court of the Northern
District of Georgia, and of any state court of the State of Georgia located in
Fulton County and any appellate court from any thereof, in any action or
proceeding arising out of or relating to this Agreement or any other Loan
Document or the transactions contemplated hereby or thereby, or for recognition
or enforcement of any judgment, and each of the parties hereto hereby
irrevocably and unconditionally agrees that all claims in respect of any such
action or proceeding may be heard and determined in such Georgia state court or
, to the extent permitted by applicable law, such Federal court. Each of the
parties hereto agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law. Nothing in this Agreement or
any other Loan Document shall affect any right that the Administrative Agent,
the Issuing Bank or any Lender may otherwise have to bring any action or
proceeding relating to this Agreement or any other Loan Document against the
Borrower or any Designated Borrower or their properties in the courts of any
jurisdiction.

                  (c)      The Borrower and each Designated Borrower irrevocably
and unconditionally waives any objection which it may now or hereafter have to
the laying of venue of any such suit, action or proceeding described in
paragraph (b) of this Section and brought in any court referred to in paragraph
(b) of this Section. Each of the parties hereto irrevocably waives, to the
fullest extent

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<PAGE>

permitted by applicable law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.

                  (d)      Each party to this Agreement irrevocably consents to
the service of process in the manner provided for notices in Section 10.1.
Nothing in this Agreement or in any other Loan Document will affect the right of
any party hereto to serve process in any other manner permitted by law.

                  SECTION 10.6. WAIVER OF JURY TRIAL. EACH PARTY HERETO
(INCLUDING ANY DESIGNATED BORROWER) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY
LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER
BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND
THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.

                  SECTION 10.7. RIGHT OF SETOFF. In addition to any rights now
or hereafter granted under applicable law and not by way of limitation of any
such rights, each Lender and the Issuing Bank shall have the right, at any time
or from time to time upon the occurrence and during the continuance of an Event
of Default, without prior notice to the Borrower, any such notice being
expressly waived by the Borrower, to the extent permitted by applicable law, to
set off and apply against all deposits (general or special, time or demand,
provisional or final) of the Borrower at any time held or other obligations at
any time owing by such Lender and the Issuing Bank to or for the credit or the
account of the Borrower against any and all Obligations held by such Lender or
the Issuing Bank, as the case may be, irrespective of whether such Lender or the
Issuing Bank shall have made demand hereunder and although such Obligations may
be unmatured. Each Lender and the Issuing Bank agree promptly to notify the
Administrative Agent and the Borrower after any such set-off and any application
made by such Lender and the Issuing Bank, as the case may be; provided, that the
failure to give such notice shall not affect the validity of such set-off and
application.

                  SECTION 10.8. COUNTERPARTS; INTEGRATION. This Agreement may be
executed by one or more of the parties to this Agreement on any number of
separate counterparts (including by telecopy), and all of said counterparts
taken together shall be deemed to constitute one and the same instrument. This
Agreement, the other Loan Documents, and any separate letter agreement(s)
relating to any fees payable to the Administrative Agent constitute the entire
agreement among the parties hereto and thereto regarding the subject matters
hereof and thereof and supersede all prior agreements and understandings, oral
or written, regarding such subject matters.

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                  SECTION 10.9. SURVIVAL. All covenants, agreements,
representations and warranties made by the Borrower and any Designated Borrower
herein and in the certificates or other instruments delivered in connection with
or pursuant to this Agreement shall be considered to have been relied upon by
the other parties hereto and shall survive the execution and delivery of this
Agreement and the making of any Loans and issuance of any Letters of Credit,
regardless of any investigation made by any such other party or on its behalf
and notwithstanding that the Administrative Agent, the Issuing Bank or any
Lender may have had notice or knowledge of any Default or incorrect
representation or warranty at the time any credit is extended hereunder, and
shall continue in full force and effect as long as the principal of or any
accrued interest on any Loan or any fee or any other amount payable under this
Agreement is outstanding and unpaid or any Letter of Credit is outstanding and
so long as the Commitments have not expired or terminated. The provisions of
Sections 2.19, 2.20, 2.21, and 10.3 and Article IX shall survive and remain in
full force and effect regardless of the consummation of the transactions
contemplated hereby, the repayment of the Loans, the expiration or termination
of the Letters of Credit and the Commitments or the termination of this
Agreement or any provision hereof. All representations and warranties made
herein, in the certificates, reports, notices, and other documents delivered
pursuant to this Agreement shall survive the execution and delivery of this
Agreement and the other Loan Documents, and the making of the Loans and the
issuance of the Letters of Credit.

                  SECTION 10.10. SEVERABILITY. Any provision of this Agreement
or any other Loan Document held to be illegal, invalid or unenforceable in any
jurisdiction, shall, as to such jurisdiction, be ineffective to the extent of
such illegality, invalidity or unenforceability without affecting the legality,
validity or enforceability of the remaining provisions hereof or thereof; and
the illegality, invalidity or unenforceability of a particular provision in a
particular jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction.

                  SECTION 10.11. CONFIDENTIALITY. Each of the Administrative
Agent, the Issuing Bank and each Lender agrees to take normal and reasonable
precautions to maintain the confidentiality of any information provided to it by
the Borrower or any Subsidiary, except that such information may be disclosed
(i) to any Related Party of the Administrative Agent, the Issuing Bank or any
such Lender, including without limitation accountants, legal counsel and other
advisors, (ii) to the extent required by applicable laws or regulations or by
any subpoena or similar legal process, (iii) to the extent requested by any
regulatory agency or authority, (iv) to the extent that such information becomes
publicly available other than as a result of a breach of this Section, or which
becomes available to the Administrative Agent, the Issuing Bank, any Lender or
any Related Party of any of the foregoing on a nonconfidential basis from a
source other than the Borrower or any Subsidiary thereof, (v) in connection with
the exercise of any remedy hereunder or any suit, action or proceeding relating
to this Agreement or the enforcement of rights hereunder (but only to the extent
necessary or advisable for the exercise of such remedy), (vi) subject to
provisions substantially similar to this Section 10.11, to any actual or
prospective assignee or Participant, or (vii) with the consent of the Borrower.
Any Person required to maintain the confidentiality of any information as
provided for in this Section shall be considered to have complied with its
obligation to do so if such Person has exercised the same degree of care to
maintain the confidentiality of such information as such Person would accord its
own confidential information. Notwithstanding anything herein to the contrary,
any party subject to confidentiality obligations hereunder or under any other
related document (and any

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employee, representative or other agent of such party) may disclose to any and
all persons, without limitation of any kind, the tax treatment and the tax
structure of the transactions contemplated herein and all materials of any kind
(including opinions or other tax analyses) that are provided to it relating to
such tax treatment and tax structure or any actual or proposed contractual
counterparty (or its advisors) to any securitization, hedge, or other derivative
transaction relating to the parties' obligations hereunder.

                  SECTION 10.12. INTEREST RATE LIMITATION. Notwithstanding
anything herein to the contrary, if at any time the interest rate applicable to
any Loan, together with all fees, charges and other amounts which may be treated
as interest on such Loan under applicable law (collectively, the "Charges"),
shall exceed the maximum lawful rate of interest (the "Maximum Rate") which may
be contracted for, charged, taken, received or reserved by a Lender holding such
Loan in accordance with applicable law, the rate of interest payable in respect
of such Loan hereunder, together with all Charges payable in respect thereof,
shall be limited to the Maximum Rate and, to the extent lawful, the interest and
Charges that would have been payable in respect of such Loan but were not
payable as a result of the operation of this Section shall be cumulated and the
interest and Charges payable to such Lender in respect of other Loans or periods
shall be increased (but not above the Maximum Rate therefor) until such
cumulated amount, together with interest thereon at the Federal Funds Rate to
the date of repayment, shall have been received by such Lender.

                  SECTION 10.13. CURRENCY CONVERSION. All payments of
Obligations under this Agreement, the Notes or any other Loan Document shall be
made in Dollars, except for Loans funded in a Foreign Currency, which shall be
repaid, including interest thereon, in the applicable Foreign Currency. If any
payment of any Obligation shall be made in a currency other than the currency
required hereunder, such amount shall be converted into the currency required
hereunder at the current market rate for the purchase of the currency required
hereunder with the currency in which such Obligation was paid, as quoted by the
Administrative Agent in accordance with the methods customarily used by the
Administrative Agent for such purposes as the time of such determination. The
parties hereto hereby agree, to the fullest extent that they may effectively do
so under applicable law, that (i) if for the purposes of obtaining any judgment
or award it becomes necessary to convert from any currency other than the
currency required hereunder into the currency required hereunder any amount in
connection with the Obligations, then the conversion shall be made as provided
above on the Business Day before the day on which the judgment or award is
given, (ii) in the event that there is a change in the rate of exchange
prevailing between the Business Day before the day on which the judgment or
award is given and the date of payment, the Borrower (or any Designated
Borrower) will pay to the Administrative Agent, for the benefit of the Lenders,
such additional amounts (if any) as may be necessary, and the Administrative
Agent, on behalf of the Lenders, will pay to the Borrower (or any Designated
Borrower) such excess amounts (if any) as result from such change in the rate of
exchange, to assure that the amount paid on such date is the amount in such
other currency, which when converted at the rate of exchange described herein on
the date of payment, is the amount then due in the currency required hereunder,
and (iii) any amount due from the Borrower (or any Designated Borrower) under
this Section 10.13 shall be due as a separate debt and shall not be affected by
judgment or award being obtained for any other sum due. For the avoidance of
doubt, the parties affirm and agree that neither the fixation of the conversion
rate of any Foreign Currency against the Euro as a single currency, in
accordance with the Treaty Establishing

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<PAGE>

the European Economic Community, as amended by the Treaty on the European Union
(The Masstricht Treaty), nor the conversion of the Obligations under this
Agreement from any Foreign Currency into Euros will be a reason for early
termination or revision of this Agreement or repayment of any amount due under
this Agreement or create any liability of any party towards any other party for
any direct or consequential loss arising from any of these events. As of the
date that any Foreign Currency is no longer the lawful currency of its
respective country, all funding and payment Obligations to be made in such
affected currency under this Agreement shall be satisfied in Euros. If, in
relation to the currency of any member state of the European Union that adopts
the Euro as its lawful currency, the basis of accrual of interest expressed in
this Agreement in respect to that currency shall be inconsistent with any
convention or practice in the London interbank market for the basis of accrual
of interest in respect of the Euro, such expressed basis shall be replaced by
such convention or practice with effect from the date on which such member state
adopts the Euro as its lawful currency; provided that if any Borrowing in the
currency of such member state is outstanding immediately prior to such date,
such replacement shall take effect, with respect to such Borrowing, at the end
of the then current Interest Period.

                  SECTION 10.14. EXCHANGE RATES.

                  (a)      Not later than 2:00 p.m. on each Calculation Date,
the Administrative Agent shall (i) determine the Exchange Rate as of such
Calculation Date with respect to a Foreign Currency, and (ii) give notice
thereof to the Lenders and the Borrower. The Exchange Rates so determined shall
become effective on the first Business Day immediately following the relevant
Calculation Date (a "Reset Date"), shall remain effective until the next
succeeding Reset Date, and shall for all purposes of this Agreement (other than
Section 10.13 or any other provision expressly requiring the use of a current
Exchange Rate) be the Exchange Rates employed in determining the Dollar
Equivalent of any amounts of a Foreign Currency.

                  (b)      Not later than 5:00 p.m. on each Reset Date and each
date on which Loans denominated in a Foreign Currency are made, the
Administrative Agent shall (i) determine the Dollar Equivalent of the aggregate
principal amounts of the Loans denominated in such currencies (after giving
effect to any Loans denominated in such currencies being made, repaid, or
cancelled or reduced on such date), and (ii) notify the Lenders and the Borrower
of the results of such determinations.

                                   ARTICLE XI

                               BORROWER GUARANTEE

                  SECTION 11.1. GUARANTEE. The Borrower unconditionally
guarantees, jointly with any other guarantors and severally, as a primary
obligor and not merely as a surety, (a) the due and punctual payment of (i) the
principal of and premium, if any, and interest (including interest accruing
during the pendency of any bankruptcy, insolvency, receivership or other similar
proceeding, regardless of whether allowed or allowable in such proceeding) on
all Loans made to Designated Borrowers, when and as due, whether at maturity, by
acceleration, upon one or more dates set for

                                       82
<PAGE>

prepayment or otherwise, (ii) each payment required to be made by any Designated
Borrower under the Loan Documents in respect of any Letter of Credit, when and
as due, including payments in respect of reimbursement or disbursements,
interest thereon and obligations to provide cash collateral, and (iii) all other
monetary obligations, including fees, costs, expenses and indemnities, whether
primary, secondary, direct, contingent, fixed or otherwise (including monetary
obligations incurred during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding), of any Designated Borrower to the Administrative
Agent and the Lenders under the Loan Documents, (b) the due and punctual
performance of all covenants, agreements, obligations and liabilities of any
Designated Borrower under or pursuant to the Loan Documents; and (c) the due and
punctual payment and performance of all obligations of any Designated Borrower,
monetary or otherwise, under each Hedging Agreement entered into with a
counterparty that was a Lender or an Affiliate of a Lender at the time such
Hedging Agreement was entered into (all the monetary and other obligations
referred to in the preceding clauses (a) through (c) being collectively called
the "Guaranteed Obligations"). The Borrower further agrees that the Guaranteed
Obligations may be extended or renewed, in whole or in part, without notice to
or further assent from it, and that it will remain bound upon its guarantee
notwithstanding any extension or renewal of any Guaranteed Obligations.

                  SECTION 11.2 GUARANTEED OBLIGATIONS NOT WAIVED. To the fullest
extent permitted by applicable law, the Borrower waives presentment to, demand
of payment from and protest to any Designated Borrower of any of the Guaranteed
Obligations, and also waives notice of acceptance of its guarantee and notice of
protest for nonpayment. To the fullest extent permitted by applicable law, the
obligation of the Borrower hereunder shall not be affected by (a) the failure of
the Administrative Agent or any Lender to assert any claim or demand or to
enforce or exercise any right or remedy against any Designated Borrower or any
other guarantor under the provisions of any Loan Document or otherwise, (b) any
rescission, waiver, amendment or modification of, or any release from any of the
terms or provisions of, this Agreement, any other Loan Document, or any other
agreement, including with respect to any other guarantor under this Agreement,
or (c) the failure to perfect any security interest in, or the release of, any
of the security held by or on behalf of the Administrative Agent or any Lender.

                  SECTION 11.3. GUARANTEE OF PAYMENT. The Borrower further
agrees that its guarantee constitutes a guarantee of payment when due and not of
collection, and waives any right to require that any resort be had by the
Administrative Agent or any Lender to any of the security held for payment of
the Guaranteed Obligations or to any balance of any deposit account or credit on
the books of the Administrative Agent or any Lender in favor of any Designated
Borrower or any other person.

                  SECTION 11.4 NO DISCHARGE OR DIMINISHMENT OF GUARANTEE. The
Guaranteed Obligations of the Borrower hereunder shall not be subject to any
reduction, limitation, impairment or termination for any reason (other than the
indefeasible payment in full in cash of the Guaranteed Obligations), including
any claim of waiver, release, surrender, alteration or compromise of any of the
Guaranteed Obligations, and shall not be subject to any defense or setoff,
counterclaim, recoupment or termination whatsoever by reason of the invalidity,
illegality or unenforceability of the Guaranteed Obligations or otherwise.
Without limiting the generality of the foregoing, the

                                       83
<PAGE>

Guaranteed Obligations of the Borrower hereunder shall not be discharged or
impaired or otherwise affected by the failure of the Administrative Agent or any
Lender to assert any claim or demand or to enforce any remedy under any Loan
Document or any other agreement, by any waiver or modification of any provision
of any thereof, by any default, failure or delay, willful or otherwise, in the
performance of the Guaranteed Obligations, or by any other act or omission that
may or might in any manner or to the extent vary the risk of the Borrower or
that would otherwise operate as a discharge of the Borrower as a matter of law
or equity (other than the indefeasible payment in full in cash of all the
Guaranteed Obligations).

                  SECTION 11.5 DEFENSES OF BORROWER WAIVED. To the fullest
extent permitted by applicable law, the Borrower waives any defense based on or
arising out of any defense of any Designated Borrower or the unenforceability of
the Guaranteed Obligations or any part thereof from any cause, or the cessation
from any cause of the liability of any Designated Borrower, other than the final
and indefeasible payment in full in cash of the Guaranteed Obligations. The
Administrative Agent and the Lenders may, at their election, foreclose on any
security held by one or more of them by one or more judicial or nonjudicial
sales, accept an assignment of any such security in lieu of foreclosure,
compromise or adjust any part of the Guaranteed Obligations, make any other
accommodation with any Designated Borrower or any other guarantor, without
affecting or impairing in any way the liability of the Borrower hereunder except
to the extent the Guaranteed Obligations have been fully, finally and
indefeasibly paid in cash. Pursuant to applicable law, the Borrower waives any
defense arising out of any such election even though such election operates,
pursuant to applicable law, to impair or to extinguish any right of
reimbursement or subrogation or other right or remedy of the Borrower against
any Designated Borrower or any other guarantor, as the case may be, or any
security.

                  SECTION 11.6 AGREEMENT TO PAY; SUBORDINATION. In furtherance
of the foregoing and not in limitation of any other right that the
Administrative Agent or any Lender has at law or in equity against the Borrower
by virtue hereof, upon the failure of any Designated Borrower to pay any
Guaranteed Obligations when and as the same shall become due, whether at
maturity, by acceleration, after notice of prepayment or otherwise, the Borrower
hereby promises to and will forthwith pay, or cause to be paid, to the
Administrative Agent for the benefit of the Lenders in cash the amount of such
unpaid Guaranteed Obligations. Upon payment by the Borrower of any sums to the
Administrative Agent, all rights of the Borrower against any Designated Borrower
arising as a result thereof by way of right of subrogation, contribution,
reimbursement, indemnity or otherwise shall in all respects be subordinate and
junior in right of payment to the prior indefeasible payment in full in cash of
all the Guaranteed Obligations. In addition, any indebtedness of any Designated
Borrower now or hereafter held by the Borrower is hereby subordinated in right
of payment to the prior payment in full in cash of the Guaranteed Obligations.
If any amount shall erroneously be paid to the Borrower on account of (i) such
subrogation, contribution, reimbursement, indemnity or similar right or (ii) any
such indebtedness of any Designated Borrower, such amount shall be held in trust
for the benefit of the Administrative Agent and the Lenders and shall forthwith
be paid to the Administrative Agent to be credited against the payment of the
Guaranteed Obligations, whether matured or unmatured, in accordance with the
terms of the Loan Documents.

                  SECTION 11.7 INFORMATION. The Borrower assumes all
responsibility for being and

                                       84
<PAGE>

keeping itself informed of any Designated Borrower's financial condition and
assets, and of all other circumstances bearing upon the risk of nonpayment of
the Guaranteed Obligations and the nature, scope and extent of the risks that
the Borrower assumes and incurs hereunder, and agrees that none of the
Administrative Agent or the Lenders will have any duty to advise the Borrower of
information known to it or any of them regarding such circumstances or risks.

                  SECTION 11.8. TAXES, ETC. All payments required to be made by
the Borrower under this Article 11 shall be made without setoff or counterclaim
and free and clear of and without deduction or withholding for or on account of,
any present or future Indemnified Taxes or Other Taxes imposed by any government
or any political or taxing authority as required pursuant to this Agreement.

                  SECTION 11.9. FAILURE TO PAY IN FOREIGN CURRENCY. With respect
to any of the Guaranteed Obligations which were advanced under the Agreement in
a Foreign Currency, the Borrower agrees to make any payments required by it
hereunder in connection therewith in such Foreign Currency. If the Borrower is
unable for any reason to effect payment in a relevant Foreign Currency as
required by this Article 11 or if the Borrower shall default in the Foreign
Currency, each Lender may, through the Administrative Agent, require such
payment to be made in Dollars in the Dollar Equivalent amount of such payment.
In any case in which the Borrower shall make such payment in Dollars, the
Borrower agrees to hold the Lenders harmless from any loss incurred by the
Lenders arising from any change in the value of Dollars in relation to such
Foreign Currency between the date such payment became due and the date of
payment thereof.

                  SECTION 11.10 TERMINATION. The guarantee made hereunder (a)
shall terminate when all the Guaranteed Obligations have been paid in full in
cash and the Lenders have no further commitment to lend under the Agreement, the
LC Exposure has been reduced to zero and the Issuing Bank has no further
Guaranteed Obligations to issue Letters of Credit under the Agreement and (b)
shall continue to be effective or be reinstated, as the case may be, if at any
time payment, or any part thereof, of any Guaranteed Obligations is rescinded or
must otherwise be restored by any Lender or the Borrower upon the bankruptcy or
reorganization of any Designated Borrower, the Borrower or otherwise. In
connection with the foregoing, the Administrative Agent shall execute and
deliver to the Borrower or Borrower's designee, at the Borrower's expense, any
documents or instruments which the Borrower shall reasonably request from time
to time to evidence such termination and release.

                  (remainder of page left intentionally blank)

                                       85
<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed under seal in the case of the Borrower by their
respective authorized officers as of the day and year first above written.

                                    CERTEGY INC.

                                    By /s/ Michael T. Vollkommer
                                       --------------------------------------
                                      Name:  Michael T. Vollkommer
                                      Title: Corporate Vice President and
                                             Chief Financial Officer

                                    SUNTRUST BANK
                                    AS ADMINISTRATIVE AGENT, AS ISSUING
                                    BANK, AS SWINGLINE LENDER AND AS A
                                    LENDER


                                    By /s/ Brian K. Peters
                                       --------------------------------------
                                    Name:  Brian K. Peters
                                    Title: Managing Director

                                    Revolving Commitment:     $ 46,250,000

                                      LC Commitment:          $ 10,000,000

                                      Swingline Commitment:   $100,000,000

                               [SIGNATURE PAGE TO
                          REVOLVING CREDIT AGREEMENT]

<PAGE>

                                    WACHOVIA BANK, NATIONAL ASSOCIATION
                                    AS SYNDICATION AGENT AND AS A LENDER

                                    By /s/ Steve L. Hipsman
                                       -----------------------------------
                                    Name:  Steve L. Hipsman
                                    Title: Director

                                    Revolving Commitment:  $35,000,000

Address for Notices

For General Notices:

Wachovia Bank, National Association
191 Peachtree Street NE
Atlanta, GA 30303
Telephone: (404) 332-6555
Facsimile: (404) 332-4048
Attention: Karen McClain

For Administrative/Operations Notices:

Wachovia Bank, National Association
191 Peachtree Street NE
Atlanta, GA 30303
Telephone: (404) 332-6554
Facsimile: (404) 332-6408
Attention: Elaine Render

                               [SIGNATURE PAGE TO
                          REVOLVING CREDIT AGREEMENT]

<PAGE>

                                    FLEET NATIONAL BANK
                                    AS A LENDER

                                    By /s/ John B. Desmond
                                       ---------------------------------------
                                    Name:  John B. Desmond
                                    Title: Director

                                    Revolving Commitment:      $15,000,000

Address for Notices

For General Notices:

Fleet National Bank
100 Federal Street
Boston, MA 02110
Telephone: (617) 434-8957
Facsimile: (617) 434-0819
Attention: Larisa B. Chilton

For Administrative/Operations Notices:

Fleet National Bank
100 Federal Street
Boston, MA 02110
Telephone: (617) 434-5059
Facsimile: (617) 434-1709
Attention: Angela Moore

                               [SIGNATURE PAGE TO
                          REVOLVING CREDIT AGREEMENT]

<PAGE>

                                    BANK OF AMERICA, N.A.
                                    AS DOCUMENTATION AGENT AND AS A LENDER

                                    By /s/ B. Kenneth Burton, Jr.
                                       -----------------------------------
                                    Name:  B. Kenneth Burton, Jr.
                                    Title: Vice President

                                    Revolving Commitment:      $30,000,000

Address for Notices

For General Notices:

Bank of America, N.A.
100 North Tryon Street, 17th Floor
Charlotte, NC 28255
Telephone: (704) 388-5920
Facsimile: (704) 388-0960
Attention: Michael McKenney


For Administrative/Operations Notices:

Bank of America, N.A.
101 North Tryon Street, NC1-001-15-03
Charlotte, NC 28255
Telephone: (704) 386-3781
Facsimile: (704) 409-0056
Attention: Jason Petrea

                               [SIGNATURE PAGE TO
                          REVOLVING CREDIT AGREEMENT]

<PAGE>

                                    BNP PARIBAS
                                    AS A LENDER

                                    By /s/ John Stacy
                                       ----------------------------------
                                    Name: John Stacy
                                    Title: Managing Director

                                    By /s/ Angela Arnold
                                       ----------------------------------
                                    Name: Angela Arnold
                                    Title: Vice President

                                    Revolving Commitment:      $21,250,000

For General Notices:

BNP Paribas
1200 Smith Street, #3100
Houston, TX 77002
Telephone: (713) 982-1105
Facsimile: (713) 659-5228
Attention: Mike Shryock

For Administrative/Operations Notices:

BNP Paribas
1200 Smith Street, #3100
Houston, TX 77002
Telephone: (713) 982-1126
Facsimile: (713) 659-5305
Attention: Leah E. Hughes

                               [SIGNATURE PAGE TO
                          REVOLVING CREDIT AGREEMENT]

<PAGE>

                                    SUMITOMO MITSUI BANKING CORPORATION
                                    AS A LENDER

                                    By /s/ Peter R. C. Knight
                                       -----------------------------------------
                                    Name: Peter R. C. Knight
                                    Title: Joint General Manager

                                    Revolving Commitment:      $25,000,000

Address for Notices

For General Notices:

Sumitomo Mitsui Banking Corporation
277 Park Avenue, 6th Floor
New York, New York 10172
Telephone: (212) 224-4171
Facsimile: (313) 224-4384
Attention: Eric Seeley

For Administrative/Operations Notices:

Sumitomo Mitsui Banking Corporation
277 Park Avenue, 6th Floor
New York, New York 10172
Telephone: (212) 224-4395
Facsimile: (313) 224-5197
Attention: Ivette Brown

                               [SIGNATURE PAGE TO
                          REVOLVING CREDIT AGREEMENT]

<PAGE>

                                    MELLON BANK N.A.
                                    AS A LENDER

                                    By /s/ Mark F. Johnston
                                       -----------------------------------------
                                    Name: Mark F. Johnston
                                    Title: Vice President

                                    Revolving Commitment:      $10,000,000

Address for Notices

For General Notices:

Mellon Bank N.A.
Two Mellon Center, Room 270
Pittsburgh, PA 15259
Telephone: (412) 236-1190
Facsimile: (412) 234-9010
Attention: Jon C. Ritz

For Administrative/Operations Notices:

Mellon Bank N.A.
Two Mellon Center, Room 270
Pittsburgh, PA 15259
Telephone: (412) 234-5767
Facsimile: (412) 209-6124
Attention: Richard Bouchard

                               [SIGNATURE PAGE TO
                          REVOLVING CREDIT AGREEMENT]

<PAGE>

                                    CREDIT LYONNAIS NEW YORK BRANCH
                                    AS A LENDER

                                    By /s/ Attila Koc
                                       -----------------------------------------
                                    Name: Attila Koc
                                    Title: Senior Vice President

                                    Revolving Commitment:      $17,500,000

Address for Notices

For General Notices:

Credit Lyonnais Americas
2200 Ross Avenue, Suite 4400 West
Dallas, TX 75201
Telephone: (214) 220-2308
Facsimile: (214) 220-2323
Attention: Brian Myers

For Administrative/Operations Notices:

Credit Lyonnais Americas
1301 Avenue of the Americas
New York, NY 10019
Telephone: (212) 261-7623
Facsimile: (212) 261-7696
Attention: Tommaso Puglisi

                               [SIGNATURE PAGE TO
                          REVOLVING CREDIT AGREEMENT]

<PAGE>

                                   SCHEDULE I

                   APPLICABLE MARGIN AND APPLICABLE PERCENTAGE

<TABLE>
<CAPTION>
                                      Applicable    Applicable                            Applicable
                                      Margin for    Margin for        Applicable          Percentage
Pricing            Rating            Eurocurrency   Base Rate       Percentage for      for Letter of
Level             Category              Loans         Loans          Facility Fee        Credit Fees
----------------------------------------------------------------------------------------------------
<S>             <C>                  <C>            <C>             <C>                 <C>
 I              A-OR
                HIGHER/A3 OR
                HIGHER                .625% p.a.      0% p.a.         .125% p.a.          .625% p.a.
----------------------------------------------------------------------------------------------------
 II             BBB+/Baa1             .725% p.a.      0% p.a.         .150% p.a.          .725% p.a.
----------------------------------------------------------------------------------------------------
 III            BBB /Baa2             .825% p.a.      0% p.a.         .175% p.a.          .825% p.a.
----------------------------------------------------------------------------------------------------
 IV             LESS THAN
                BBB/LESS
                THAN Baa2             1.00% p.a.      0% p.a.          .25% p.a.          1.00% p.a.
----------------------------------------------------------------------------------------------------
</TABLE>

                               [SIGNATURE PAGE TO
                          REVOLVING CREDIT AGREEMENT]